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Contact:          Investor Relations     Media Relations
                                                                         William Pike           Ray O’Rourke
                                                                         212-761-0008           212-761-4262


                                                                         For Immediate Release




Morgan Stanley Reports Third Quarter Net Income of $611 Million;
Return on Equity of 11.4%


NEW YORK, September 19, 2002 -- Morgan Stanley (NYSE: MWD) today
reported net income of $611 million for the quarter ended August 31, 2002 -- a
17 percent decline from the third quarter of 2001 and 23 percent lower than the
second quarter of 2002. Diluted earnings per share were $0.55 -- compared to
$0.65 a year ago and $0.72 in the second quarter.1


Third quarter net revenues (total revenues less interest expense and the provision
for loan losses) were $4.6 billion -- 11 percent below third quarter 2001 and 7
percent below second quarter 2002. The annualized return on average common
equity for the current quarter was 11.4 percent.


Philip J. Purcell, Chairman & CEO, and Robert G. Scott, President, said in a joint
statement, “We’ve done a good job in balancing profitability and risk in a tough
environment. We have continued to face a severe cyclical downturn, yet we’ve
had to make sure we don’t weaken our franchise and our capacity for future
growth. In this difficult time, we are proud of how our people have served the
best interests of our clients.”


In the first nine months of fiscal 2002, net income was $2,256 million, 18 percent
lower than $2,740 million a year ago. Nine-month diluted earnings per share



1
 Amounts for the three months ended August 31, 2001 exclude an extraordinary loss of $30 million, or
$.03 per share, related to the early extinguishment of debt. See page F-1 of Financial Summary, Note 1.
were $2.03, down 16 percent from last year’s $2.41.2 Net revenues declined 15
percent and non-compensation expenses declined 13 percent from a year ago.
The annualized return on average common equity for the nine-month period was
14.3 percent.


SECURITIES
Securities posted net income of $265 million, 36 percent lower than last year’s
third quarter. The decline in earnings reflected the impact of difficult markets on
virtually all of the Company’s securities businesses.
• In the institutional business:
    -    Advisory revenues were $149 million, down 59 percent from a year ago.
         The decline resulted primarily from depressed levels of global M&A
         activity. Industry-wide, global completed M&A transaction volume was
         51 percent lower in the third quarter compared to a year ago.3
    -    Underwriting revenues of $325 million were 25 percent lower than last
         year’s third quarter, reflecting declines in industry-wide global equity and
         debt underwriting issuances.
    -    Fixed income sales and trading net revenues were $548 million, a 33
         percent decrease from third quarter 2001. Weakness in most product
         areas was partially offset by strength in interest rate derivatives and
         foreign exchange trading.
    -    Equity sales and trading net revenues of $1,066 million were up 7 percent
         from a year ago, primarily due to higher levels of market volatility and
         volumes.
• In the individual investor group:
    -    Net revenues decreased 5 percent to $1.0 billion, as retail participation in
         equity markets fell from last year’s levels. The quarter’s revenues also


2
  Amounts for the nine months ended August 31, 2001, exclude an after-tax charge of $59 million, or $.05
per share, resulting from the adoption of SFAS 133 on December 1, 2000, and an extraordinary loss of
$30 million, or $.03 per share, related to the early extinguishment of debt. See page F-1 of Financial
Summary, Note 1.
3
  Source: Thomson Financial Securities Data – June 1 to August 31, 2002.
                                                       2
included $95 million associated with the sale of the Company’s MS
       Online brokerage accounts, and a $45 million writedown of an equity
       investment related to the Company’s European retail securities activities.
   -   Total client assets of $520 billion were 13 percent lower than the end of
       last year’s third quarter, compared to declines of 19 percent for the S&P
       500 and 27 percent for the Nasdaq. Client assets in fee-based accounts of
       $103 billion declined 6 percent over the past twelve months. However,
       the percentage of client assets in fee-based accounts increased to 20
       percent from 18 percent a year ago.
   -   At quarter-end, the number of global financial advisors stood at 13,590 --
       a decrease of 117 for the quarter and 752 over the past year.
• Total securities non-compensation expenses were unchanged from the third
   quarter of 2001. However, these expenses declined 6 percent, excluding asset
   impairment charges of $74 million associated with the Company’s aircraft
   leasing business, costs of $47 million related to the sale of the MS Online
   accounts, and a credit of $59 million related to the resolution of certain legal
   matters.


INVESTMENT MANAGEMENT
Investment Management net income rose 6 percent from last year’s third quarter
to $136 million as a result of a continued reduction of operating expenses. Net
revenues were 13 percent lower than a year ago, primarily due to a decline in
average assets under management and a shift in asset mix to a lower level of
equity products.
• The Company’s assets under management declined $47 billion, or 10 percent,
   from a year ago to $424 billion, primarily as a result of a decline in market
   values.
• Retail assets were $252 billion, $17 billion below this year’s second quarter
   and $40 billion below last year’s third quarter. Institutional assets of $172
   billion decreased $10 billion over the quarter and were $7 billion lower than a


                                         3
year ago. Net flows (excluding money markets) were essentially flat during
       the quarter and modestly positive year-to-date.
•      Among investment managers, the Company had the fourth highest number of
       domestic funds (50) receiving one of Morningstar’s two highest ratings.4
• Total non-compensation expenses declined 23 percent from the third quarter
       of 2001. Excluding a net credit of $27 million related to the resolution of
       certain legal matters, expenses declined 11 percent.


CREDIT SERVICES
Credit Services posted strong third quarter earnings of $210 million, 7 percent
ahead of the third quarter of 2001.
• Managed credit card loans at quarter end of $49.7 billion were flat to a year
       ago. The interest rate spread widened 80 basis points over the same period,
       driven by a decline in cost of funds.
• Merchant and cardmember fees rose 1 percent to $547 million primarily as a
       result of higher merchant discount from increased transaction volume.
       Transaction volume rose 4 percent from a year ago to $24.3 billion.
• The credit card net charge-off rate rose to 6.02 percent -- 23 basis points
       higher than a year ago -- largely due to the continued softness in the U.S.
       economy. The over-30-day delinquency rate, however, improved 59 basis
       points to 5.72 percent, and the over-90-day delinquency rate was 2.49 percent
       -- the lowest level in the last seven quarters.
• Non-interest expenses were $614 million, up 7 percent compared to third
       quarter 2001 -- driven by increased marketing and advertising expenses and
       higher personnel costs.


As of August 31, the Company had repurchased approximately 14 million shares
of its common stock since the end of fiscal 2001. The Company also announced
that its Board of Directors declared a $0.23 quarterly dividend per common share.


4
    As of July 31, 2002.
                                               4
The dividend is payable on October 25, 2002, to common shareholders of record
on October 4, 2002.


Total capital at August 31, 2002 was $66.6 billion, including $22.6 billion of
common shareholders’ equity and preferred securities subject to mandatory
redemption. Book value per common share was $19.59, based on 1.1 billion
shares outstanding.


Morgan Stanley is a global financial services firm and a market leader in
securities, investment management and credit services. With more than 700
offices in 28 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 “Certain Factors
Affecting Results of Operations” in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Competition and Regulation”
under each of “Securities,” “Investment Management” and “Credit Services” in Part I,
Item 1 in the Company’s 2001 Annual Report on Form 10-K and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in the
Company’s Quarterly Reports on Form 10-Q for fiscal 2002.




                                            5
MORGAN STANLEY
                                                                                                  Financial Summary
                                                                                             (unaudited, dollars in millions)


                                                                                          Quarter Ended                            Percentage Change From:                      Nine Months Ended              Percentage
                                                                    Aug 31, 2002          Aug 31, 2001          May 31, 2002      Aug 31, 2001 May 31, 2002              Aug 31, 2002        Aug 31, 2001       Change

Net revenues
       Securities                                               $           3,151     $            3,656    $            3,487            (14%)              (10%)   $          10,469    $         12,831          (18%)
       Investment Management                                                  552                    637                   604            (13%)               (9%)               1,761               1,964          (10%)
       Credit Services                                                        933                    893                   874              4%                 7%                2,630               2,655           (1%)
       Consolidated net revenues                                $           4,636     $            5,186    $            4,965            (11%)               (7%)   $          14,860    $         17,450          (15%)

Net income
       Securities                                               $             265     $              411    $              460            (36%)              (42%)   $           1,264    $          1,823          (31%)
       Investment Management                                                  136                    128                   141              6%                (4%)                 419                 408            3%
       Credit Services                                                        210                    196                   196              7%                 7%                  573                 509           13%
       Income before extraordinary item and
              cumulative effect of accounting change                          611                    735                   797            (17%)              (23%)               2,256               2,740          (18%)
       Extraordinary item (1)                                                   0                    (30)                    0                *                 --                   0                 (30)            *
       Cumulative effect of accounting change (2)                               0                      0                     0               --                 --                   0                 (59)            *
       Consolidated net income                                  $             611     $              705    $              797            (13%)              (23%)   $           2,256    $          2,651          (15%)
       Preferred stock dividend requirements                    $               0     $                9    $                0                *                 --   $               0    $             27             *
       Earnings applicable to common shares                     $             611     $              696    $              797            (12%)              (23%)   $           2,256    $          2,624          (14%)

Basic earnings per common share
      Income before extraordinary item and
              cumulative effect of accounting change            $             0.57    $             0.67    $             0.73            (15%)              (22%)   $            2.08    $            2.49         (16%)
      Extraordinary item                                        $             0.00    $            (0.03)   $             0.00                *                 --   $            0.00    $           (0.03)           *
      Cumulative effect of accounting change                    $             0.00    $             0.00    $             0.00               --                 --   $            0.00    $           (0.05)           *
      Net income                                                $             0.57    $             0.64    $             0.73            (11%)              (22%)   $            2.08    $            2.41         (14%)

Diluted earnings per common share
       Income before extraordinary item and
               cumulative effect of accounting change           $             0.55    $             0.65    $             0.72            (15%)              (24%)   $            2.03    $            2.41         (16%)
       Extraordinary item                                       $             0.00    $            (0.03)   $             0.00                *                 --   $            0.00    $           (0.03)           *
       Cumulative effect of accounting change                   $             0.00    $             0.00    $             0.00               --                 --   $            0.00    $           (0.05)           *
       Net income                                               $             0.55    $             0.62    $             0.72            (11%)              (24%)   $            2.03    $            2.33         (13%)

Average common shares outstanding
      Basic                                                         1,081,708,833          1,085,447,127        1,084,993,202                                            1,084,059,497        1,089,017,948
      Diluted                                                       1,105,494,894          1,119,301,107        1,113,949,482                                            1,111,980,428        1,126,540,440
Period end common shares outstanding                                1,093,052,009          1,106,317,423        1,097,109,821                                            1,093,052,009        1,106,317,423
Return on common equity (3)                                                 11.4%                  14.9%                 15.1%                                                   14.3%               18.8%

(1)   Represents extraordinary loss on the early extinguishment of debt.
(2)   Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments
      and hedging activities associated with SFAS 133.
(3)   Excludes the cumulative effect of accounting change.
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                           Percentage Change From:                      Nine Months Ended            Percentage
                                                                    Aug 31, 2002          Aug 31, 2001         May 31, 2002      Aug 31, 2001 May 31, 2002               Aug 31, 2002      Aug 31, 2001      Change
Investment banking                                              $              482    $             807    $              671            (40%)               (28%)   $           1,838    $        2,616         (30%)
Principal transactions:
       Trading                                                                 457                1,079                   688            (58%)               (34%)               2,266             4,846         (53%)
       Investments                                                             (64)                 (59)                  (16)            (8%)                  *                  (47)             (212)         78%
Commissions                                                                    855                  720                   900             19%                 (5%)               2,532             2,409           5%
Fees:
       Asset management, distribution and administration                       971                1,054                 1,054             (8%)               (8%)                3,041             3,237          (6%)
       Merchant and cardmember                                                 364                  362                   359              1%                 1%                 1,064             1,000           6%
       Servicing                                                               514                  434                   511             18%                 1%                 1,566             1,337          17%
Interest and dividends                                                       4,373                5,825                 3,874            (25%)               13%                12,079            20,011         (40%)
Other                                                                          204                  110                   108             85%                89%                   506               374          35%
       Total revenues                                                        8,156               10,332                 8,149            (21%)                 --               24,845            35,618         (30%)
Interest expense                                                             3,188                4,869                 2,844            (35%)               12%                 8,968            17,447         (49%)
Provision for consumer loan losses                                             332                  277                   340             20%                (2%)                1,017               721          41%
       Net revenues                                                          4,636                5,186                 4,965            (11%)               (7%)               14,860            17,450         (15%)
Compensation and benefits                                                    2,061                2,376                 2,236            (13%)               (8%)                6,786             7,950         (15%)
Occupancy and equipment                                                        198                  224                   208            (12%)               (5%)                  604               666          (9%)
Brokerage, clearing and exchange fees                                          208                  176                   176             18%                18%                   563               520           8%
Information processing and communications                                      341                  363                   337             (6%)                1%                 1,000             1,089          (8%)
Marketing and business development                                             291                  280                   259              4%                12%                   804               987         (19%)
Professional services                                                          273                  284                   250             (4%)                9%                   748               954         (22%)
Other                                                                          295                  311                   252             (5%)               17%                   792               940         (16%)
        Total non-interest expenses                                          3,667                4,014                 3,718             (9%)               (1%)               11,297            13,106         (14%)
Income before taxes, extraordinary item, dividends
  on pref. sec. and cumulative effect of acctg. change                         969                1,172                 1,247            (17%)               (22%)               3,563             4,344         (18%)
Income tax expense                                                             337                  423                   428            (20%)               (21%)               1,242             1,576         (21%)
Div. on pref. sec. subject to mandatory redemption                              21                   14                    22             50%                 (5%)                  65                28         132%
Income before extraordinary item and
         cumulative effect of accounting change                                611                  735                   797            (17%)               (23%)               2,256             2,740         (18%)
Extraordinary item (1)                                                           0                  (30)                    0                *                  --                   0               (30)           *
Cumulative effect of accounting change (2)                                       0                    0                     0               --                  --                   0               (59)           *
Net income                                                      $              611    $             705    $              797            (13%)               (23%)   $           2,256    $        2,651         (15%)
Preferred stock dividend requirements                           $                0    $               9    $                0                *                  --   $               0    $           27            *
Earnings applicable to common shares                            $              611    $             696    $              797            (12%)               (23%)   $           2,256    $        2,624         (14%)

Compensation and benefits as a % of net revenues                             44%                    46%                  45%                                                       46%               46%
(1)   Represents extraordinary loss on the early extinguishment of debt.
(2)   Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments
      and hedging activities associated with SFAS 133.
Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation.
                                                                                                           F-2
MORGAN STANLEY
                                                                                      Securities Income Statement Information
                                                                                          (unaudited, dollars in millions)

                                                                                          Quarter Ended                           Percentage Change From:                      Nine Months Ended            Percentage
                                                                    Aug 31, 2002          Aug 31, 2001          May 31, 2002     Aug 31, 2001 May 31, 2002              Aug 31, 2002       Aug 31, 2001      Change

Investment banking                                              $              474    $             795     $             663            (40%)           (29%)      $           1,813    $         2,570         (29%)
Principal transactions:
       Trading                                                                 457                 1,079                  688            (58%)           (34%)                  2,266              4,846         (53%)
       Investments                                                             (58)                  (58)                 (17)              --          (241%)                    (43)              (211)         80%
Commissions                                                                    844                   708                  888             19%             (5%)                  2,498              2,376           5%
Asset management, distribution and administration fees                         449                   461                  478             (3%)            (6%)                  1,384              1,423          (3%)
Interest and dividends                                                       3,718                 5,135                3,266            (28%)            14%                  10,255             17,954         (43%)
Other                                                                          193                   100                  107             93%             80%                     474                349          36%
       Total revenues                                                        6,077                 8,220                6,073            (26%)              --                 18,647             29,307         (36%)
Interest expense                                                             2,926                 4,564                2,586            (36%)            13%                   8,178             16,476         (50%)
       Net revenues                                                          3,151                 3,656                3,487            (14%)           (10%)                 10,469             12,831         (18%)
Compensation and benefits                                                    1,701                 1,988                1,866            (14%)               (9%)               5,683              6,765         (16%)
Occupancy and equipment                                                        162                   181                  170            (10%)               (5%)                 495                535          (7%)
Brokerage, clearing and exchange fees                                          146                   123                  119             19%                23%                  391                367           7%
Information processing and communications                                      220                   243                  220             (9%)                 --                 659                734         (10%)
Marketing and business development                                             119                   116                  125              3%                (5%)                 344                395         (13%)
Professional services                                                          159                   189                  140            (16%)               14%                  422                636         (34%)
Other                                                                          223                   178                  139             25%                60%                  488                570         (14%)
       Total non-interest expenses                                           2,730                 3,018                2,779            (10%)               (2%)               8,482             10,002         (15%)
Income before taxes, extraordinary item, dividends
 on pref. sec. and cumulative effect of acctg. change                          421                  638                   708            (34%)           (41%)                  1,987              2,829         (30%)
Income tax expense                                                             135                  213                   226            (37%)           (40%)                    658                978         (33%)
Div. on pref. sec. subject to mandatory redemption                              21                   14                    22             50%             (5%)                     65                 28         132%
Income before extraordinary item and
        cumulative effect of accounting change                                 265                  411                   460            (36%)           (42%)                  1,264              1,823         (31%)
Extraordinary item - loss on the early
        extinguishment of debt                                                   0                  (30)                    0                *              --                      0                (30)           *
Cumulative effect of accounting change (1)                                       0                    0                     0               --              --                      0                (46)           *
Net income                                                      $              265    $             381     $             460            (30%)           (42%)      $           1,264    $         1,747         (28%)

Compensation and benefits as a % of net revenues                              54%                   54%                  54%                                                     54%                53%
Non-compensation expenses as a % of net revenues                              33%                   28%                  26%                                                     27%                25%
Profit margin (2)                                                              8%                   11%                  13%                                                     12%                14%
(1)   Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments
      and hedging activities associated with SFAS 133.
(2)   Net income excluding cumulative effect of accounting change 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
                                                                        Investment Management Income Statement Information
                                                                                   (unaudited, dollars in millions)

                                                                                      Quarter Ended                            Percentage Change From:               Nine Months Ended            Percentage
                                                               Aug 31, 2002           Aug 31, 2001         May 31, 2002       Aug 31, 2001  May 31, 2002       Aug 31, 2002      Aug 31, 2001      Change

Investment banking                                         $                  8   $              12    $                  8         (33%)            --    $              25    $           46         (46%)
Principal transactions:
       Investments                                                        (6)                    (1)                   1               *              *                   (4)               (1)           *
Commissions                                                               11                     12                   12             (8%)          (8%)                   34                33           3%
Asset management, distribution and administration fees                   522                    593                  576            (12%)          (9%)                1,657             1,814          (9%)
Interest and dividends                                                     9                     16                    6            (44%)          50%                    23                57         (60%)
Other                                                                      8                      7                    1             14%              *                   27                22          23%
       Total revenues                                                    552                    639                  604            (14%)          (9%)                1,762             1,971         (11%)
Interest expense                                                           0                      2                    0               *             --                    1                 7         (86%)
       Net revenues                                                      552                    637                  604            (13%)          (9%)                1,761             1,964         (10%)

Compensation and benefits                                                154                    202                  173            (24%)         (11%)                  508               611         (17%)
Occupancy and equipment                                                   18                     21                   20            (14%)         (10%)                   57                67         (15%)
Brokerage, clearing and exchange fees                                     62                     53                   57             17%            9%                   172               153          12%
Information processing and communications                                 27                     30                   26            (10%)           4%                    76                83          (8%)
Marketing and business development                                        26                     38                   32            (32%)         (19%)                   92               120         (23%)
Professional services                                                     52                     44                   51             18%            2%                   154               155          (1%)
Other                                                                    (16)                    33                   18           (148%)        (189%)                   12                88         (86%)
       Total non-interest expenses                                       323                    421                  377            (23%)         (14%)                1,071             1,277         (16%)
Income before income taxes                                               229                    216                  227              6%            1%                   690               687            --
Income tax expense                                                        93                     88                   86              6%            8%                   271               279          (3%)
Net income                                                 $             136 $                  128    $             141              6%           (4%)    $             419    $          408           3%

Compensation and benefits as a % of net revenues                         28%                    32%                 29%                                                 29%               31%
Non-compensation expenses as a % of net revenues                         31%                    34%                 34%                                                 32%               34%
Profit margin (1)                                                        25%                    20%                 23%                                                 24%               21%

(1)   Net income 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
                                                                             Credit Services Income Statement Information
                                                                                     (unaudited, dollars in millions)

                                                                                 Quarter Ended                           Percentage Change From:                   Nine Months Ended            Percentage
                                                            Aug 31, 2002         Aug 31, 2001         May 31, 2002      Aug 31, 2001 May 31, 2002            Aug 31, 2002      Aug 31, 2001      Change

Fees:
        Merchant and cardmember                         $             364    $             362    $             359              1%               1%     $           1,064    $        1,000           6%
        Servicing                                                     514                  434                  511             18%               1%                 1,566             1,337          17%
Other                                                                   3                    3                    0               --               *                     5                 3          67%
        Total non-interest revenues                                   881                  799                  870             10%               1%                 2,635             2,340          13%
Interest revenue                                                      646                  674                  602             (4%)              7%                 1,801             2,000         (10%)
Interest expense                                                      262                  303                  258            (14%)              2%                   789               964         (18%)
       Net interest income                                            384                  371                  344              4%              12%                 1,012             1,036          (2%)
Provision for consumer loan losses                                    332                  277                  340             20%              (2%)                1,017               721          41%
       Net credit income                                               52                   94                    4            (45%)               *                    (5)              315        (102%)
        Net revenues                                                  933                  893                  874              4%               7%                 2,630             2,655          (1%)
Compensation and benefits                                             206                  186                  197             11%               5%                   595               574           4%
Occupancy and equipment                                                18                   22                   18            (18%)               --                   52                64         (19%)
Information processing and communications                              94                   90                   91              4%               3%                   265               272          (3%)
Marketing and business development                                    146                  126                  102             16%              43%                   368               472         (22%)
Professional services                                                  62                   51                   59             22%               5%                   172               163           6%
Other                                                                  88                  100                   95            (12%)             (7%)                  292               282           4%
       Total non-interest expenses                                    614                  575                  562              7%               9%                 1,744             1,827          (5%)
Income before taxes and cumulative
         effect of accounting change                                  319                  318                  312               --              2%                   886               828           7%
Income tax expense                                                    109                  122                  116            (11%)             (6%)                  313               319          (2%)
Income before cumulative effect
        of accounting change                                          210                  196                  196              7%               7%                   573               509          13%
Cumulative effect of accounting change (1)                              0                    0                    0               --               --                    0               (13)           *
Net income                                              $             210    $             196    $             196              7%               7%     $             573    $          496          16%

Compensation and benefits as a % of net revenues                      22%                  21%                  23%                                                   23%               22%
Non-compensation expenses as a % of net revenues                      44%                  44%                  42%                                                   44%               47%
Profit margin (2)                                                     23%                  22%                  22%                                                   22%               19%

(1)   Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments
      and hedging activities associated with SFAS 133.
(2)   Net income excluding cumulative effect of accounting change 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)
                                                                                           (Managed loan basis)

                                                                                  Quarter Ended                            Percentage Change From:                     Nine Months Ended            Percentage
                                                             Aug 31, 2002         Aug 31, 2001          May 31, 2002      Aug 31, 2001  May 31, 2002             Aug 31, 2002      Aug 31, 2001      Change

Fees:
        Merchant and cardmember                          $              547   $              539    $             552               1%              (1%)     $           1,640   $         1,547           6%
        Servicing                                                         0                    0                    0                --               --                     0                 0            --
Other                                                                     3                    3                    0                --                *                     5                 3          67%
        Total non-interest revenues                                     550                  542                  552               1%                --                 1,645             1,550           6%
Interest revenue                                                      1,641                1,741                 1,614            (6%)               2%                  4,866             5,233          (7%)
Interest expense                                                        481                  657                   480           (27%)                --                 1,460             2,185         (33%)
       Net interest income                                            1,160                1,084                 1,134             7%                2%                  3,406             3,048          12%
Provision for consumer loan losses                                      777                  733                  812               6%             (4%)                  2,421             1,943          25%
       Net credit income                                                383                  351                  322               9%             19%                     985             1,105         (11%)
        Net revenues                                                    933                  893                  874               4%               7%                  2,630             2,655          (1%)
Compensation and benefits                                               206                  186                  197             11%               5%                     595               574           4%
Occupancy and equipment                                                  18                   22                   18            (18%)               --                     52                64         (19%)
Information processing and communications                                94                   90                   91              4%               3%                     265               272          (3%)
Marketing and business development                                      146                  126                  102             16%              43%                     368               472         (22%)
Professional services                                                    62                   51                   59             22%               5%                     172               163           6%
Other                                                                    88                  100                   95            (12%)             (7%)                    292               282           4%
       Total non-interest expenses                                      614                  575                  562              7%               9%                   1,744             1,827          (5%)
Income before taxes and cumulative
         effect of accounting change                                    319                  318                  312               --               2%                    886               828           7%
Income tax expense                                                      109                  122                  116            (11%)              (6%)                   313               319          (2%)
Income before cumulative effect
        of accounting change                                            210                  196                  196               7%               7%                    573               509          13%
Cumulative effect of accounting change (1)                                0                    0                    0                --               --                     0               (13)           *
Net income                                               $              210   $              196    $             196               7%               7%      $             573   $           496          16%

Compensation and benefits as a % of net revenues                       22%                  21%                   23%                                                     23%               22%
Non-compensation expenses as a % of net revenues                       44%                  44%                   42%                                                     44%               47%
Profit margin (2)                                                      23%                  22%                   22%                                                     22%               19%

(1)   Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments
      and hedging activities associated with SFAS 133.
(2)   Net income excluding cumulative effect of accounting change 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
                                                                                     Financial Information and Statistical Data
                                                                                                    (unaudited)

                                                                                         Quarter Ended                            Percentage Change From:                   Nine Months Ended            Percentage
                                                                   Aug 31, 2002          Aug 31, 2001          May 31, 2002      Aug 31, 2001 May 31, 2002           Aug 31, 2002        Aug 31, 2001     Change
Morgan Stanley
Total assets (millions)                                        $         517,000     $         506,000     $         554,000              2%              (7%)
Period end common shares outstanding (millions)                          1,093.1               1,106.3               1,097.1             (1%)               --
Book value per common share                                    $           19.59     $           17.76     $           19.39             10%               1%
Shareholders' equity (millions) (1)                            $          22,626     $          21,199     $          22,486              7%               1%
Total capital (millions) (2)                                   $          66,631     $          60,652     $          67,690             10%              (2%)
Worldwide employees                                                       57,799                62,392                58,538             (7%)             (1%)

SECURITIES
     Advisory revenue (millions)                               $             149     $             360     $             250            (59%)            (40%)   $             691    $          1,100        (37%)
     Underwriting revenue (millions)                           $             325     $             435     $             413            (25%)            (21%)   $           1,122    $          1,470        (24%)
Institutional Securities
        Sales and trading net revenue (millions) (3)
             Equity                                            $            1,066    $             998     $             953              7%              12%    $           2,950    $          3,757        (21%)
             Fixed income                                      $              548    $             814     $             829            (33%)            (34%)   $           2,480    $          3,096        (20%)
        Mergers and acquisitions announced transactions (4)
             Morgan Stanley global market volume (billions)    $            126.9    $            279.4    $             85.4
             Rank                                                               4                     4                     3
        Worldwide equity and related issues (4)
             Morgan Stanley global market volume (billions)    $             13.7    $             32.9    $             11.3
             Rank                                                               5                     4                     5
Individual Investor Group
       Net revenue (millions)                                  $           1,005     $            1,057    $           1,037             (5%)             (3%)   $           3,048    $          3,402        (10%)
       Global financial advisors                                          13,590                 14,342               13,707             (5%)             (1%)
       Total client assets (billions)                          $             520     $              597    $             570            (13%)             (9%)
       Fee-based client account assets (billions) (5)          $             103     $              109    $             111             (6%)             (8%)
       Domestic retail locations                                             649                    704                  663             (8%)             (2%)




(1)    Includes preferred and common equity and preferred securities subject to mandatory redemption.
(2)    Includes preferred and common equity, preferred securities subject to mandatory redemption, capital units and non-current portion of long-term debt.
(3)    Includes principal trading, commissions and net interest revenue.
(4)    Source: Thomson Financial Securities Data - January 1 to September 4, 2002.
(5)    Represents the amount of assets in client accounts where the basis of payment for services is a fee calculated on those assets.

Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation.


                                                                                                           F-7
MORGAN STANLEY
                                                                                 Financial Information and Statistical Data
                                                                                                (unaudited)


                                                                              Quarter Ended                               Percentage Change From:                Nine Months Ended              Percentage
                                                                                                                                                                                                 Change
                                                        Aug 31, 2002          Aug 31, 2001          May 31, 2002         Aug 31, 2001  May 31, 2002       Aug 31, 2002        Aug 31, 2001
INVESTMENT MANAGEMENT ($ billions)

Net flows
       Retail                                       $             (0.2)   $             (1.1)   $                 1.1          82%          (118%)    $              2.4    $            0.0            *
       Institutional                                               0.0                   0.7                     (0.6)           *              *                   (1.1)               (2.8)         61%
              Net flows excluding money markets                   (0.2)                 (0.4)                     0.5          50%          (140%)                   1.3                (2.8)        146%
       Money markets                                               0.1                  (0.2)                    (4.1)        150%           102%                   (5.3)                3.5            *

Assets under management or supervision by business
      Retail                                 $                    252     $             292     $                269           (14%)          (6%)
      Institutional                                               172                   179                      182            (4%)          (5%)
             Total                           $                    424     $             471     $                451           (10%)          (6%)

Assets under management or supervision by product
      Equity                                 $                    175     $             202     $                201           (13%)         (13%)
      Fixed income                                                127                   138                      126            (8%)           1%
      Money market                                                 66                    69                       65            (4%)           2%
      Other (1)                                                    56                    62                       59           (10%)          (5%)
            Total                            $                    424     $             471     $                451           (10%)          (6%)




(1)   Includes Alternative Investments.
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, dollars in millions)

                                                                                                              Quarter Ended                         Percentage Change From:               Nine Months Ended            Percentage
                                                                                         Aug 31, 2002         Aug 31, 2001         May 31, 2002    Aug 31, 2001 May 31, 2002        Aug 31, 2002      Aug 31, 2001      Change

CREDIT SERVICES

Owned credit card loans
Total Credit Services
                                                                                     $          21,840    $           20,194   $          20,224           8%            8%     $          21,840   $        20,194           8%
       Period end
                                                                                     $          20,476    $           20,407   $          20,747            --          (1%)    $          20,730   $        21,084          (2%)
       Average

Managed credit card loans (1)
Total Credit Services
                                                                                     $           49,677   $           49,704   $          49,377            --           1%     $          49,677   $         49,704           --
       Period end
                                                                                     $           49,344   $           49,825   $          49,379          (1%)            --    $          49,701   $         49,588           --
       Average
                                                                                                12.86%               13.34%              12.64%         (48 bp)        22 bp              12.71%             13.45%        (74 bp)
       Interest yield
                                                                                                 8.93%                8.13%               8.72%          80 bp         21 bp               8.75%              7.58%        117 bp
       Interest spread
                                                                                                 6.02%                5.79%               6.30%          23 bp        (28 bp)              6.27%              5.19%        108 bp
       Net charge-off rate
                                                                                                 5.72%                6.31%               5.63%         (59 bp)         9 bp               5.72%              6.31%        (59 bp)
       Delinquency rate (over 30 days)
                                                                                                 2.49%                2.61%               2.65%         (12 bp)       (16 bp)              2.49%              2.61%        (12 bp)
       Delinquency rate (over 90 days)

                                                                                     $             24.3 $               23.3   $            23.5           4%            3%     $            72.0   $          71.2           1%
       Transaction volume (billions)
                                                                                                   46.2                 45.4                46.2           2%             --                 46.2              45.4           2%
       Accounts (millions)
                                                                                                   22.8                 24.0                23.4          (5%)          (3%)                 22.8              24.0          (5%)
       Active accounts (millions)
                                                                                     $            2,145 $              2,069   $           2,086           4%            3%     $           2,109   $         2,057           3%
       Average receivables per average active account (actual $)
                                                                                     $               (3) $                 3   $              11        (200%)        (127%)    $              16   $            77         (79%)
       Securitization gain




(1)   Includes owned and securitized credit card loans.
Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation.




                                                                                                                    F-9

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morgan stanley Earnings Archive 2002 3rd

  • 1. Contact: Investor Relations Media Relations William Pike Ray O’Rourke 212-761-0008 212-761-4262 For Immediate Release Morgan Stanley Reports Third Quarter Net Income of $611 Million; Return on Equity of 11.4% NEW YORK, September 19, 2002 -- Morgan Stanley (NYSE: MWD) today reported net income of $611 million for the quarter ended August 31, 2002 -- a 17 percent decline from the third quarter of 2001 and 23 percent lower than the second quarter of 2002. Diluted earnings per share were $0.55 -- compared to $0.65 a year ago and $0.72 in the second quarter.1 Third quarter net revenues (total revenues less interest expense and the provision for loan losses) were $4.6 billion -- 11 percent below third quarter 2001 and 7 percent below second quarter 2002. The annualized return on average common equity for the current quarter was 11.4 percent. Philip J. Purcell, Chairman & CEO, and Robert G. Scott, President, said in a joint statement, “We’ve done a good job in balancing profitability and risk in a tough environment. We have continued to face a severe cyclical downturn, yet we’ve had to make sure we don’t weaken our franchise and our capacity for future growth. In this difficult time, we are proud of how our people have served the best interests of our clients.” In the first nine months of fiscal 2002, net income was $2,256 million, 18 percent lower than $2,740 million a year ago. Nine-month diluted earnings per share 1 Amounts for the three months ended August 31, 2001 exclude an extraordinary loss of $30 million, or $.03 per share, related to the early extinguishment of debt. See page F-1 of Financial Summary, Note 1.
  • 2. were $2.03, down 16 percent from last year’s $2.41.2 Net revenues declined 15 percent and non-compensation expenses declined 13 percent from a year ago. The annualized return on average common equity for the nine-month period was 14.3 percent. SECURITIES Securities posted net income of $265 million, 36 percent lower than last year’s third quarter. The decline in earnings reflected the impact of difficult markets on virtually all of the Company’s securities businesses. • In the institutional business: - Advisory revenues were $149 million, down 59 percent from a year ago. The decline resulted primarily from depressed levels of global M&A activity. Industry-wide, global completed M&A transaction volume was 51 percent lower in the third quarter compared to a year ago.3 - Underwriting revenues of $325 million were 25 percent lower than last year’s third quarter, reflecting declines in industry-wide global equity and debt underwriting issuances. - Fixed income sales and trading net revenues were $548 million, a 33 percent decrease from third quarter 2001. Weakness in most product areas was partially offset by strength in interest rate derivatives and foreign exchange trading. - Equity sales and trading net revenues of $1,066 million were up 7 percent from a year ago, primarily due to higher levels of market volatility and volumes. • In the individual investor group: - Net revenues decreased 5 percent to $1.0 billion, as retail participation in equity markets fell from last year’s levels. The quarter’s revenues also 2 Amounts for the nine months ended August 31, 2001, exclude an after-tax charge of $59 million, or $.05 per share, resulting from the adoption of SFAS 133 on December 1, 2000, and an extraordinary loss of $30 million, or $.03 per share, related to the early extinguishment of debt. See page F-1 of Financial Summary, Note 1. 3 Source: Thomson Financial Securities Data – June 1 to August 31, 2002. 2
  • 3. included $95 million associated with the sale of the Company’s MS Online brokerage accounts, and a $45 million writedown of an equity investment related to the Company’s European retail securities activities. - Total client assets of $520 billion were 13 percent lower than the end of last year’s third quarter, compared to declines of 19 percent for the S&P 500 and 27 percent for the Nasdaq. Client assets in fee-based accounts of $103 billion declined 6 percent over the past twelve months. However, the percentage of client assets in fee-based accounts increased to 20 percent from 18 percent a year ago. - At quarter-end, the number of global financial advisors stood at 13,590 -- a decrease of 117 for the quarter and 752 over the past year. • Total securities non-compensation expenses were unchanged from the third quarter of 2001. However, these expenses declined 6 percent, excluding asset impairment charges of $74 million associated with the Company’s aircraft leasing business, costs of $47 million related to the sale of the MS Online accounts, and a credit of $59 million related to the resolution of certain legal matters. INVESTMENT MANAGEMENT Investment Management net income rose 6 percent from last year’s third quarter to $136 million as a result of a continued reduction of operating expenses. Net revenues were 13 percent lower than a year ago, primarily due to a decline in average assets under management and a shift in asset mix to a lower level of equity products. • The Company’s assets under management declined $47 billion, or 10 percent, from a year ago to $424 billion, primarily as a result of a decline in market values. • Retail assets were $252 billion, $17 billion below this year’s second quarter and $40 billion below last year’s third quarter. Institutional assets of $172 billion decreased $10 billion over the quarter and were $7 billion lower than a 3
  • 4. year ago. Net flows (excluding money markets) were essentially flat during the quarter and modestly positive year-to-date. • Among investment managers, the Company had the fourth highest number of domestic funds (50) receiving one of Morningstar’s two highest ratings.4 • Total non-compensation expenses declined 23 percent from the third quarter of 2001. Excluding a net credit of $27 million related to the resolution of certain legal matters, expenses declined 11 percent. CREDIT SERVICES Credit Services posted strong third quarter earnings of $210 million, 7 percent ahead of the third quarter of 2001. • Managed credit card loans at quarter end of $49.7 billion were flat to a year ago. The interest rate spread widened 80 basis points over the same period, driven by a decline in cost of funds. • Merchant and cardmember fees rose 1 percent to $547 million primarily as a result of higher merchant discount from increased transaction volume. Transaction volume rose 4 percent from a year ago to $24.3 billion. • The credit card net charge-off rate rose to 6.02 percent -- 23 basis points higher than a year ago -- largely due to the continued softness in the U.S. economy. The over-30-day delinquency rate, however, improved 59 basis points to 5.72 percent, and the over-90-day delinquency rate was 2.49 percent -- the lowest level in the last seven quarters. • Non-interest expenses were $614 million, up 7 percent compared to third quarter 2001 -- driven by increased marketing and advertising expenses and higher personnel costs. As of August 31, the Company had repurchased approximately 14 million shares of its common stock since the end of fiscal 2001. The Company also announced that its Board of Directors declared a $0.23 quarterly dividend per common share. 4 As of July 31, 2002. 4
  • 5. The dividend is payable on October 25, 2002, to common shareholders of record on October 4, 2002. Total capital at August 31, 2002 was $66.6 billion, including $22.6 billion of common shareholders’ equity and preferred securities subject to mandatory redemption. Book value per common share was $19.59, based on 1.1 billion shares outstanding. Morgan Stanley is a global financial services firm and a market leader in securities, investment management and credit services. With more than 700 offices in 28 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 “Certain Factors Affecting Results of Operations” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Competition and Regulation” under each of “Securities,” “Investment Management” and “Credit Services” in Part I, Item 1 in the Company’s 2001 Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Reports on Form 10-Q for fiscal 2002. 5
  • 6. MORGAN STANLEY Financial Summary (unaudited, dollars in millions) Quarter Ended Percentage Change From: Nine Months Ended Percentage Aug 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2002 Aug 31, 2001 Change Net revenues Securities $ 3,151 $ 3,656 $ 3,487 (14%) (10%) $ 10,469 $ 12,831 (18%) Investment Management 552 637 604 (13%) (9%) 1,761 1,964 (10%) Credit Services 933 893 874 4% 7% 2,630 2,655 (1%) Consolidated net revenues $ 4,636 $ 5,186 $ 4,965 (11%) (7%) $ 14,860 $ 17,450 (15%) Net income Securities $ 265 $ 411 $ 460 (36%) (42%) $ 1,264 $ 1,823 (31%) Investment Management 136 128 141 6% (4%) 419 408 3% Credit Services 210 196 196 7% 7% 573 509 13% Income before extraordinary item and cumulative effect of accounting change 611 735 797 (17%) (23%) 2,256 2,740 (18%) Extraordinary item (1) 0 (30) 0 * -- 0 (30) * Cumulative effect of accounting change (2) 0 0 0 -- -- 0 (59) * Consolidated net income $ 611 $ 705 $ 797 (13%) (23%) $ 2,256 $ 2,651 (15%) Preferred stock dividend requirements $ 0 $ 9 $ 0 * -- $ 0 $ 27 * Earnings applicable to common shares $ 611 $ 696 $ 797 (12%) (23%) $ 2,256 $ 2,624 (14%) Basic earnings per common share Income before extraordinary item and cumulative effect of accounting change $ 0.57 $ 0.67 $ 0.73 (15%) (22%) $ 2.08 $ 2.49 (16%) Extraordinary item $ 0.00 $ (0.03) $ 0.00 * -- $ 0.00 $ (0.03) * Cumulative effect of accounting change $ 0.00 $ 0.00 $ 0.00 -- -- $ 0.00 $ (0.05) * Net income $ 0.57 $ 0.64 $ 0.73 (11%) (22%) $ 2.08 $ 2.41 (14%) Diluted earnings per common share Income before extraordinary item and cumulative effect of accounting change $ 0.55 $ 0.65 $ 0.72 (15%) (24%) $ 2.03 $ 2.41 (16%) Extraordinary item $ 0.00 $ (0.03) $ 0.00 * -- $ 0.00 $ (0.03) * Cumulative effect of accounting change $ 0.00 $ 0.00 $ 0.00 -- -- $ 0.00 $ (0.05) * Net income $ 0.55 $ 0.62 $ 0.72 (11%) (24%) $ 2.03 $ 2.33 (13%) Average common shares outstanding Basic 1,081,708,833 1,085,447,127 1,084,993,202 1,084,059,497 1,089,017,948 Diluted 1,105,494,894 1,119,301,107 1,113,949,482 1,111,980,428 1,126,540,440 Period end common shares outstanding 1,093,052,009 1,106,317,423 1,097,109,821 1,093,052,009 1,106,317,423 Return on common equity (3) 11.4% 14.9% 15.1% 14.3% 18.8% (1) Represents extraordinary loss on the early extinguishment of debt. (2) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments and hedging activities associated with SFAS 133. (3) Excludes the cumulative effect of accounting change. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-1
  • 7. MORGAN STANLEY Consolidated Income Statement Information (unaudited, dollars in millions) Quarter Ended Percentage Change From: Nine Months Ended Percentage Aug 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2002 Aug 31, 2001 Change Investment banking $ 482 $ 807 $ 671 (40%) (28%) $ 1,838 $ 2,616 (30%) Principal transactions: Trading 457 1,079 688 (58%) (34%) 2,266 4,846 (53%) Investments (64) (59) (16) (8%) * (47) (212) 78% Commissions 855 720 900 19% (5%) 2,532 2,409 5% Fees: Asset management, distribution and administration 971 1,054 1,054 (8%) (8%) 3,041 3,237 (6%) Merchant and cardmember 364 362 359 1% 1% 1,064 1,000 6% Servicing 514 434 511 18% 1% 1,566 1,337 17% Interest and dividends 4,373 5,825 3,874 (25%) 13% 12,079 20,011 (40%) Other 204 110 108 85% 89% 506 374 35% Total revenues 8,156 10,332 8,149 (21%) -- 24,845 35,618 (30%) Interest expense 3,188 4,869 2,844 (35%) 12% 8,968 17,447 (49%) Provision for consumer loan losses 332 277 340 20% (2%) 1,017 721 41% Net revenues 4,636 5,186 4,965 (11%) (7%) 14,860 17,450 (15%) Compensation and benefits 2,061 2,376 2,236 (13%) (8%) 6,786 7,950 (15%) Occupancy and equipment 198 224 208 (12%) (5%) 604 666 (9%) Brokerage, clearing and exchange fees 208 176 176 18% 18% 563 520 8% Information processing and communications 341 363 337 (6%) 1% 1,000 1,089 (8%) Marketing and business development 291 280 259 4% 12% 804 987 (19%) Professional services 273 284 250 (4%) 9% 748 954 (22%) Other 295 311 252 (5%) 17% 792 940 (16%) Total non-interest expenses 3,667 4,014 3,718 (9%) (1%) 11,297 13,106 (14%) Income before taxes, extraordinary item, dividends on pref. sec. and cumulative effect of acctg. change 969 1,172 1,247 (17%) (22%) 3,563 4,344 (18%) Income tax expense 337 423 428 (20%) (21%) 1,242 1,576 (21%) Div. on pref. sec. subject to mandatory redemption 21 14 22 50% (5%) 65 28 132% Income before extraordinary item and cumulative effect of accounting change 611 735 797 (17%) (23%) 2,256 2,740 (18%) Extraordinary item (1) 0 (30) 0 * -- 0 (30) * Cumulative effect of accounting change (2) 0 0 0 -- -- 0 (59) * Net income $ 611 $ 705 $ 797 (13%) (23%) $ 2,256 $ 2,651 (15%) Preferred stock dividend requirements $ 0 $ 9 $ 0 * -- $ 0 $ 27 * Earnings applicable to common shares $ 611 $ 696 $ 797 (12%) (23%) $ 2,256 $ 2,624 (14%) Compensation and benefits as a % of net revenues 44% 46% 45% 46% 46% (1) Represents extraordinary loss on the early extinguishment of debt. (2) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments and hedging activities associated with SFAS 133. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-2
  • 8. MORGAN STANLEY Securities Income Statement Information (unaudited, dollars in millions) Quarter Ended Percentage Change From: Nine Months Ended Percentage Aug 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2002 Aug 31, 2001 Change Investment banking $ 474 $ 795 $ 663 (40%) (29%) $ 1,813 $ 2,570 (29%) Principal transactions: Trading 457 1,079 688 (58%) (34%) 2,266 4,846 (53%) Investments (58) (58) (17) -- (241%) (43) (211) 80% Commissions 844 708 888 19% (5%) 2,498 2,376 5% Asset management, distribution and administration fees 449 461 478 (3%) (6%) 1,384 1,423 (3%) Interest and dividends 3,718 5,135 3,266 (28%) 14% 10,255 17,954 (43%) Other 193 100 107 93% 80% 474 349 36% Total revenues 6,077 8,220 6,073 (26%) -- 18,647 29,307 (36%) Interest expense 2,926 4,564 2,586 (36%) 13% 8,178 16,476 (50%) Net revenues 3,151 3,656 3,487 (14%) (10%) 10,469 12,831 (18%) Compensation and benefits 1,701 1,988 1,866 (14%) (9%) 5,683 6,765 (16%) Occupancy and equipment 162 181 170 (10%) (5%) 495 535 (7%) Brokerage, clearing and exchange fees 146 123 119 19% 23% 391 367 7% Information processing and communications 220 243 220 (9%) -- 659 734 (10%) Marketing and business development 119 116 125 3% (5%) 344 395 (13%) Professional services 159 189 140 (16%) 14% 422 636 (34%) Other 223 178 139 25% 60% 488 570 (14%) Total non-interest expenses 2,730 3,018 2,779 (10%) (2%) 8,482 10,002 (15%) Income before taxes, extraordinary item, dividends on pref. sec. and cumulative effect of acctg. change 421 638 708 (34%) (41%) 1,987 2,829 (30%) Income tax expense 135 213 226 (37%) (40%) 658 978 (33%) Div. on pref. sec. subject to mandatory redemption 21 14 22 50% (5%) 65 28 132% Income before extraordinary item and cumulative effect of accounting change 265 411 460 (36%) (42%) 1,264 1,823 (31%) Extraordinary item - loss on the early extinguishment of debt 0 (30) 0 * -- 0 (30) * Cumulative effect of accounting change (1) 0 0 0 -- -- 0 (46) * Net income $ 265 $ 381 $ 460 (30%) (42%) $ 1,264 $ 1,747 (28%) Compensation and benefits as a % of net revenues 54% 54% 54% 54% 53% Non-compensation expenses as a % of net revenues 33% 28% 26% 27% 25% Profit margin (2) 8% 11% 13% 12% 14% (1) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments and hedging activities associated with SFAS 133. (2) Net income excluding cumulative effect of accounting change as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-3
  • 9. MORGAN STANLEY Investment Management Income Statement Information (unaudited, dollars in millions) Quarter Ended Percentage Change From: Nine Months Ended Percentage Aug 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2002 Aug 31, 2001 Change Investment banking $ 8 $ 12 $ 8 (33%) -- $ 25 $ 46 (46%) Principal transactions: Investments (6) (1) 1 * * (4) (1) * Commissions 11 12 12 (8%) (8%) 34 33 3% Asset management, distribution and administration fees 522 593 576 (12%) (9%) 1,657 1,814 (9%) Interest and dividends 9 16 6 (44%) 50% 23 57 (60%) Other 8 7 1 14% * 27 22 23% Total revenues 552 639 604 (14%) (9%) 1,762 1,971 (11%) Interest expense 0 2 0 * -- 1 7 (86%) Net revenues 552 637 604 (13%) (9%) 1,761 1,964 (10%) Compensation and benefits 154 202 173 (24%) (11%) 508 611 (17%) Occupancy and equipment 18 21 20 (14%) (10%) 57 67 (15%) Brokerage, clearing and exchange fees 62 53 57 17% 9% 172 153 12% Information processing and communications 27 30 26 (10%) 4% 76 83 (8%) Marketing and business development 26 38 32 (32%) (19%) 92 120 (23%) Professional services 52 44 51 18% 2% 154 155 (1%) Other (16) 33 18 (148%) (189%) 12 88 (86%) Total non-interest expenses 323 421 377 (23%) (14%) 1,071 1,277 (16%) Income before income taxes 229 216 227 6% 1% 690 687 -- Income tax expense 93 88 86 6% 8% 271 279 (3%) Net income $ 136 $ 128 $ 141 6% (4%) $ 419 $ 408 3% Compensation and benefits as a % of net revenues 28% 32% 29% 29% 31% Non-compensation expenses as a % of net revenues 31% 34% 34% 32% 34% Profit margin (1) 25% 20% 23% 24% 21% (1) Net income as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-4
  • 10. MORGAN STANLEY Credit Services Income Statement Information (unaudited, dollars in millions) Quarter Ended Percentage Change From: Nine Months Ended Percentage Aug 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2002 Aug 31, 2001 Change Fees: Merchant and cardmember $ 364 $ 362 $ 359 1% 1% $ 1,064 $ 1,000 6% Servicing 514 434 511 18% 1% 1,566 1,337 17% Other 3 3 0 -- * 5 3 67% Total non-interest revenues 881 799 870 10% 1% 2,635 2,340 13% Interest revenue 646 674 602 (4%) 7% 1,801 2,000 (10%) Interest expense 262 303 258 (14%) 2% 789 964 (18%) Net interest income 384 371 344 4% 12% 1,012 1,036 (2%) Provision for consumer loan losses 332 277 340 20% (2%) 1,017 721 41% Net credit income 52 94 4 (45%) * (5) 315 (102%) Net revenues 933 893 874 4% 7% 2,630 2,655 (1%) Compensation and benefits 206 186 197 11% 5% 595 574 4% Occupancy and equipment 18 22 18 (18%) -- 52 64 (19%) Information processing and communications 94 90 91 4% 3% 265 272 (3%) Marketing and business development 146 126 102 16% 43% 368 472 (22%) Professional services 62 51 59 22% 5% 172 163 6% Other 88 100 95 (12%) (7%) 292 282 4% Total non-interest expenses 614 575 562 7% 9% 1,744 1,827 (5%) Income before taxes and cumulative effect of accounting change 319 318 312 -- 2% 886 828 7% Income tax expense 109 122 116 (11%) (6%) 313 319 (2%) Income before cumulative effect of accounting change 210 196 196 7% 7% 573 509 13% Cumulative effect of accounting change (1) 0 0 0 -- -- 0 (13) * Net income $ 210 $ 196 $ 196 7% 7% $ 573 $ 496 16% Compensation and benefits as a % of net revenues 22% 21% 23% 23% 22% Non-compensation expenses as a % of net revenues 44% 44% 42% 44% 47% Profit margin (2) 23% 22% 22% 22% 19% (1) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments and hedging activities associated with SFAS 133. (2) Net income excluding cumulative effect of accounting change as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-5
  • 11. MORGAN STANLEY Credit Services Income Statement Information (unaudited, dollars in millions) (Managed loan basis) Quarter Ended Percentage Change From: Nine Months Ended Percentage Aug 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2002 Aug 31, 2001 Change Fees: Merchant and cardmember $ 547 $ 539 $ 552 1% (1%) $ 1,640 $ 1,547 6% Servicing 0 0 0 -- -- 0 0 -- Other 3 3 0 -- * 5 3 67% Total non-interest revenues 550 542 552 1% -- 1,645 1,550 6% Interest revenue 1,641 1,741 1,614 (6%) 2% 4,866 5,233 (7%) Interest expense 481 657 480 (27%) -- 1,460 2,185 (33%) Net interest income 1,160 1,084 1,134 7% 2% 3,406 3,048 12% Provision for consumer loan losses 777 733 812 6% (4%) 2,421 1,943 25% Net credit income 383 351 322 9% 19% 985 1,105 (11%) Net revenues 933 893 874 4% 7% 2,630 2,655 (1%) Compensation and benefits 206 186 197 11% 5% 595 574 4% Occupancy and equipment 18 22 18 (18%) -- 52 64 (19%) Information processing and communications 94 90 91 4% 3% 265 272 (3%) Marketing and business development 146 126 102 16% 43% 368 472 (22%) Professional services 62 51 59 22% 5% 172 163 6% Other 88 100 95 (12%) (7%) 292 282 4% Total non-interest expenses 614 575 562 7% 9% 1,744 1,827 (5%) Income before taxes and cumulative effect of accounting change 319 318 312 -- 2% 886 828 7% Income tax expense 109 122 116 (11%) (6%) 313 319 (2%) Income before cumulative effect of accounting change 210 196 196 7% 7% 573 509 13% Cumulative effect of accounting change (1) 0 0 0 -- -- 0 (13) * Net income $ 210 $ 196 $ 196 7% 7% $ 573 $ 496 16% Compensation and benefits as a % of net revenues 22% 21% 23% 23% 22% Non-compensation expenses as a % of net revenues 44% 44% 42% 44% 47% Profit margin (2) 23% 22% 22% 22% 19% (1) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments and hedging activities associated with SFAS 133. (2) Net income excluding cumulative effect of accounting change as a % of net revenues. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-6
  • 12. MORGAN STANLEY Financial Information and Statistical Data (unaudited) Quarter Ended Percentage Change From: Nine Months Ended Percentage Aug 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2002 Aug 31, 2001 Change Morgan Stanley Total assets (millions) $ 517,000 $ 506,000 $ 554,000 2% (7%) Period end common shares outstanding (millions) 1,093.1 1,106.3 1,097.1 (1%) -- Book value per common share $ 19.59 $ 17.76 $ 19.39 10% 1% Shareholders' equity (millions) (1) $ 22,626 $ 21,199 $ 22,486 7% 1% Total capital (millions) (2) $ 66,631 $ 60,652 $ 67,690 10% (2%) Worldwide employees 57,799 62,392 58,538 (7%) (1%) SECURITIES Advisory revenue (millions) $ 149 $ 360 $ 250 (59%) (40%) $ 691 $ 1,100 (37%) Underwriting revenue (millions) $ 325 $ 435 $ 413 (25%) (21%) $ 1,122 $ 1,470 (24%) Institutional Securities Sales and trading net revenue (millions) (3) Equity $ 1,066 $ 998 $ 953 7% 12% $ 2,950 $ 3,757 (21%) Fixed income $ 548 $ 814 $ 829 (33%) (34%) $ 2,480 $ 3,096 (20%) Mergers and acquisitions announced transactions (4) Morgan Stanley global market volume (billions) $ 126.9 $ 279.4 $ 85.4 Rank 4 4 3 Worldwide equity and related issues (4) Morgan Stanley global market volume (billions) $ 13.7 $ 32.9 $ 11.3 Rank 5 4 5 Individual Investor Group Net revenue (millions) $ 1,005 $ 1,057 $ 1,037 (5%) (3%) $ 3,048 $ 3,402 (10%) Global financial advisors 13,590 14,342 13,707 (5%) (1%) Total client assets (billions) $ 520 $ 597 $ 570 (13%) (9%) Fee-based client account assets (billions) (5) $ 103 $ 109 $ 111 (6%) (8%) Domestic retail locations 649 704 663 (8%) (2%) (1) Includes preferred and common equity and preferred securities subject to mandatory redemption. (2) Includes preferred and common equity, preferred securities subject to mandatory redemption, capital units and non-current portion of long-term debt. (3) Includes principal trading, commissions and net interest revenue. (4) Source: Thomson Financial Securities Data - January 1 to September 4, 2002. (5) Represents the amount of assets in client accounts where the basis of payment for services is a fee calculated on those assets. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-7
  • 13. MORGAN STANLEY Financial Information and Statistical Data (unaudited) Quarter Ended Percentage Change From: Nine Months Ended Percentage Change Aug 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2002 Aug 31, 2001 INVESTMENT MANAGEMENT ($ billions) Net flows Retail $ (0.2) $ (1.1) $ 1.1 82% (118%) $ 2.4 $ 0.0 * Institutional 0.0 0.7 (0.6) * * (1.1) (2.8) 61% Net flows excluding money markets (0.2) (0.4) 0.5 50% (140%) 1.3 (2.8) 146% Money markets 0.1 (0.2) (4.1) 150% 102% (5.3) 3.5 * Assets under management or supervision by business Retail $ 252 $ 292 $ 269 (14%) (6%) Institutional 172 179 182 (4%) (5%) Total $ 424 $ 471 $ 451 (10%) (6%) Assets under management or supervision by product Equity $ 175 $ 202 $ 201 (13%) (13%) Fixed income 127 138 126 (8%) 1% Money market 66 69 65 (4%) 2% Other (1) 56 62 59 (10%) (5%) Total $ 424 $ 471 $ 451 (10%) (6%) (1) Includes Alternative Investments. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-8
  • 14. MORGAN STANLEY Financial Information and Statistical Data (unaudited, dollars in millions) Quarter Ended Percentage Change From: Nine Months Ended Percentage Aug 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2001 May 31, 2002 Aug 31, 2002 Aug 31, 2001 Change CREDIT SERVICES Owned credit card loans Total Credit Services $ 21,840 $ 20,194 $ 20,224 8% 8% $ 21,840 $ 20,194 8% Period end $ 20,476 $ 20,407 $ 20,747 -- (1%) $ 20,730 $ 21,084 (2%) Average Managed credit card loans (1) Total Credit Services $ 49,677 $ 49,704 $ 49,377 -- 1% $ 49,677 $ 49,704 -- Period end $ 49,344 $ 49,825 $ 49,379 (1%) -- $ 49,701 $ 49,588 -- Average 12.86% 13.34% 12.64% (48 bp) 22 bp 12.71% 13.45% (74 bp) Interest yield 8.93% 8.13% 8.72% 80 bp 21 bp 8.75% 7.58% 117 bp Interest spread 6.02% 5.79% 6.30% 23 bp (28 bp) 6.27% 5.19% 108 bp Net charge-off rate 5.72% 6.31% 5.63% (59 bp) 9 bp 5.72% 6.31% (59 bp) Delinquency rate (over 30 days) 2.49% 2.61% 2.65% (12 bp) (16 bp) 2.49% 2.61% (12 bp) Delinquency rate (over 90 days) $ 24.3 $ 23.3 $ 23.5 4% 3% $ 72.0 $ 71.2 1% Transaction volume (billions) 46.2 45.4 46.2 2% -- 46.2 45.4 2% Accounts (millions) 22.8 24.0 23.4 (5%) (3%) 22.8 24.0 (5%) Active accounts (millions) $ 2,145 $ 2,069 $ 2,086 4% 3% $ 2,109 $ 2,057 3% Average receivables per average active account (actual $) $ (3) $ 3 $ 11 (200%) (127%) $ 16 $ 77 (79%) Securitization gain (1) Includes owned and securitized credit card loans. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-9