Exhibit 99.1 Morgan Stanley Reports $1.2 Billion In Second Quarter Earnings; Return on Equity of 18.4% NEW YORK--(BUSINESS WIRE)--June 22, 2004--Morgan Stanley (NYSE:MWD) today reported net income of $1,223 million for the quarter ended May 31, 2004 -- an increase of 104 percent from the second quarter of 2003 and virtually unchanged from the first quarter of 2004. Diluted earnings per share were $1.10 compared with $0.55 a year ago and $1.11 in the first quarter. The annualized return on average common equity was 18.4 percent. The quarter's results included a $109 million pre-tax asset impairment charge related to the Company's aircraft financing business, which reduced net income by $65 million, diluted earnings per share by $0.06 and the annualized return on average common equity by 1.0 percent. Second quarter 2003 results included a $287 million pre-tax aircraft impairment charge that reduced net income by $172 million and diluted earnings per share by $0.16. Net revenues (total revenues less interest expense and the provision for loan losses) of $6.7 billion were 32 percent higher than last year's second quarter and 7 percent ahead of this year's first quarter. Non-interest expenses of $4.8 billion were 17 percent higher than a year ago and 12 percent higher than last quarter. Business Highlights -- Morgan Stanley generated earnings of $1.2 billion and a return on equity of 18 percent. -- Institutional Securities continued to produce impressive client-driven growth, market share gains and strong trading performance. Fixed Income achieved record quarterly revenues. -- Firmwide assets under management were $500 billion.(1) Our investment management fund performance improved in the Lipper rankings. -- In early June, Morgan Stanley completed the acquisition of Barra, Inc., which expands the firm's capacity to provide global risk management services to clients. Philip J. Purcell, chairman and CEO, said, "We had another excellent quarter, bringing first half earnings to $2.4 billion. All of our businesses performed well, particularly Institutional Securities, which achieved near record revenues and continued gains in market share. We believe the breadth of our revenue streams and our client focused strategy put us in a very strong position for the long term." For the first six months of 2004, net income was $2,449 million, a 63 percent increase over $1,504 million a year ago. Diluted earnings per share were $2.21, up 61 percent from a year ago. Net revenues rose 23 percent from a year ago to $12.9 billion and non-interest expenses increased 12 percent to $9.2 billion. The annualized return on average common equity was 18.8 percent. INSTITUTIONAL SECURITIES Institutional Securities posted income before taxes (2) of $1,134 million, up 184 percent over the second quarter of 2003. Net revenues increased 47 percent to $3.9 billion, driven by record revenues in the Company's fixed income business and strong results in both its equities and investment banking businesses. -- Fixed income sales and trading net revenues were $1.8 billion, up 43 percent from the second quarter of 2003. Record revenues in interest rate & currency products, driven by foreign exchange and interest rate derivatives, reflected favorable trading conditions and increased customer flow activity. Commodities had its second best quarter ever, as tight supply and rising demand in energy markets drove prices and volatilities higher. Credit products revenues were down slightly, reflecting lower revenues from high yield and securitized products, partially offset by an increase in investment grade products. -- Equity sales and trading net revenues increased 29 percent from last year to $1.1 billion, reflecting higher revenues in the Company's derivative products and cash businesses. Derivative products benefited from increased customer trading activity, while the increase in the cash business was driven by higher global market volumes. Higher revenues in the Company's Prime Brokerage business also contributed to the increase in equity sales and trading revenues. -- Advisory revenues were $324 million, a 130 percent increase from last year's second quarter, reflecting a near doubling of the Company's market share in completed M&A transactions. Industry-wide completed M&A activity rose 3 percent over the same period.(3) -- Underwriting revenues were $567 million, an increase of 77 percent from last year's second quarter. Equity underwriting revenues more than doubled, reflecting the Company's participation in significantly higher levels of industry-wide equity underwriting activity. Fixed income underwriting revenues rose 51 percent, as the Company's global market share expanded from 7 percent a year ago to 8 percent in the current quarter.(3) -- For the calendar year-to-date, the Company ranked first in global equity and equity-linked issuances with a 14 percent market share, first in global IPOs with a 16 percent market share, third in announced global M&A with a 27 percent market share and third in global debt issuances with a 7 percent market share.(4) -- Principal transaction investment revenues were $136 million, compared with $44 million in last year's second quarter. The quarter's revenues were primarily associated with the Company's real estate and principal investment activities, as well as a gain on the sale of its interest in TradeWeb. -- Non-interest expenses rose 23 percent to $2.8 billion, on increased compensation related to higher net revenues and increased brokerage & clearing and professional services costs driven by higher levels of business activity. These increases were partially offset by a lower aircraft impairment charge in the current quarter as compared with last year's second quarter. INDIVIDUAL INVESTOR GROUP The Individual Investor Group reported pre-tax income of $132 million, more than double the $62 million reported in the second quarter of 2003. -- Total net revenues rose 21 percent from a year ago to $1.2 billion. Asset management, distribution and administration fees increased 38 percent on higher asset levels, and commissions rose 18 percent on increased individual investor activity in equity products. -- Non-interest expenses were up 15 percent to $1.1 billion, driven by higher compensation expenses and sub- advisory fees related to higher net revenues, and higher costs associated with legal and regulatory matters. -- Total client assets were $579 billion, a 9 percent increase from last year's second quarter but 3 percent below this year's first quarter. Client assets in fee- based accounts rose 28 percent to $145 billion over the past twelve months and increased as a percentage of total client assets to 25 percent from 21 percent over the same period. -- At quarter-end, the number of global financial advisors was 10,722 -- a decrease of 110 over the quarter and 922 over the past year. INVESTMENT MANAGEMENT Investment Management pre-tax income rose 71 percent from last year's second quarter to $209 million. Net revenues rose 24 percent to $690 million, reflecting an increase in average assets under management and a more favorable asset mix due to improved equity markets, as well as higher investment gains. Non-interest expenses increased 10 percent to $481 million, primarily reflecting higher compensation levels and higher sub-advisory fees. -- Assets under management within Investment Management were $384 billion, up $4 billion over the first quarter of this year and $48 billion above the second quarter of last year. The increase over the quarter was due to positive net flows, partially offset by market depreciation. The increase over the past year resulted from both market appreciation and positive net flows. -- Retail assets of $195 billion declined $5 billion from the end of the first quarter but were $10 billion higher than a year ago. Institutional assets were $189 billion, an increase of $9 billion for the quarter and $38 billion from last year. The launch of the Morgan Stanley Institutional Liquidity funds and the addition of significant mandates contributed to the growth of the institutional assets. -- Among full-service brokerage firms, the Company had the highest number of domestic funds (40) 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 68 percent over one year, 65 percent over three years and 77 percent over five years.(6) -- Private Equity contributed $60 million in investment gains compared with $13 million in the second quarter of last year. CREDIT SERVICES Credit Services posted pre-tax income of $298 million compared with $302 million in last year's second quarter. A lower provision for loan losses, reflecting improved credit quality, was offset by lower net interest income and a decline in merchant and cardmember fees. -- Managed credit card loans of $46.8 billion at quarter end were 8 percent lower than a year ago, mainly due to a decline in balance transfer volume and an increase in payment rates. While managed net interest income decreased $69 million, the interest rate spread widened 28 basis points to 9.06 percent from a year ago, as a lower cost of funds more than offset a lower yield. -- Managed merchant and cardmember fees were $467 million, down 11 percent from a year ago, due to lower late and overlimit fees, and higher cardmember rewards. The decline in fees reflected sharply lower credit card delinquencies. -- Transaction volume increased 2 percent to $24.4 billion, reflecting increased sales partially offset by lower balance transfer activity. -- The managed credit card net charge-off rate for the second quarter was 6.48 percent, 2 basis points lower than a year ago but 17 basis points higher than the first quarter. The decrease in the charge-off rate from a year ago was due to lower net charge-off dollars, partially offset by a $4.2 billion decline in average credit card managed loans. The increase in the rate from the first quarter also reflected lower average managed credit card loans and a seasonal increase in U.S. personal bankruptcy filings. -- The managed over-30-day delinquency rate was 4.88 percent, a decrease of 133 basis points from the second quarter of 2003 and 92 basis points from the first quarter. The over-90-day delinquency rate was 2.40 percent, 61 basis points lower than a year ago and 46 basis points below last quarter. -- During the quarter, Discover enrolled 294,000 new merchants, a new quarterly record. As of May 31, 2004, the Company had repurchased approximately 3 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 July 30, 2004, to common shareholders of record on July 9, 2004. Total capital at May 31, 2004 was $100.1 billion, including $29.9 billion of common shareholders' equity and junior subordinated debt issued to capital trusts. Book value per common share was $24.59, 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 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 $500 billion in assets under management is comprised of: Investment Management, $384 billion; Individual Investor Group, $103 billion; and Institutional Securities, $13 billion. (2) Represents income before losses from unconsolidated investees and taxes. (3) Source: Thomson Financial -- for the periods: March 1, 2003 to May 31, 2003 and March 1, 2004 to May 31, 2004. (4) Source: Thomson Financial -- for the period January 1, 2004 to May 31, 2004. (5) Full service brokerage firms include: Merrill Lynch, Citigroup and Prudential. As of May 31, 2004. (6) For the one, three and five year periods ending May 31, 2004. MORGAN STANLEY Financial Summary (unaudited, dollars in millions) Quarter Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Net revenues Institutional Securities $ 3,948 $ 2,679 47% Individual Investor Group 1,209 1,002 21% Investment Management 690 558 24% Credit Services 879 884 (1%) Intersegment Eliminations (75) (78) 4% ------------ ------------ Consolidated net revenues $ 6,651 $ 5,045 32% ============ ============ Income before taxes (1) Institutional Securities $ 1,134 $ 400 * Individual Investor Group 132 62 113% Investment Management 209 122 71% Credit Services 298 302 (1%) Intersegment Eliminations 29 29 -- ------------ ------------ Consolidated income before taxes $ 1,802 $ 915 97% ============ ============ Basic earnings per common share $ 1.13 $ 0.56 102% Diluted earnings per common share $ 1.10 $ 0.55 100% Average common shares outstanding Basic 1,082.2 1,077.4 Diluted 1,110.4 1,097.5 Period end common shares outstanding 1,098.1 1,086.7 Return on common equity 18.4% 10.6% - -------------------------- (1) Represents consolidated income 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 -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Net revenues Institutional Securities $ 3,948 $ 3,504 13% Individual Investor Group 1,209 1,211 -- Investment Management 690 642 7% Credit Services 879 958 (8%) Intersegment Eliminations (75) (74) (1%) ------------ ------------ Consolidated net revenues $ 6,651 $ 6,241 7% ============ ============ Income before taxes (1) Institutional Securities $ 1,134 $ 1,186 (4%) Individual Investor Group 132 166 (20%) Investment Management 209 170 23% Credit Services 298 365 (18%) Intersegment Eliminations 29 29 -- ------------ ------------ Consolidated income before taxes $ 1,802 $ 1,916 (6%) ============ ============ Basic earnings per common share $ 1.13 $ 1.14 (1%) Diluted earnings per common share $ 1.10 $ 1.11 (1%) Average common shares outstanding Basic 1,082.2 1,078.7 Diluted 1,110.4 1,106.0 Period end common shares outstanding 1,098.1 1,097.7 Return on common equity 18.4% 19.2% - -------------------------- (1) Represents consolidated income 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) Six Months Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Net revenues Institutional Securities $ 7,452 $ 5,814 28% Individual Investor Group 2,420 1,987 22% Investment Management 1,332 1,083 23% Credit Services 1,837 1,782 3% Intersegment Eliminations (149) (147) (1%) ------------ ------------ Consolidated net revenues $ 12,892 $ 10,519 23% ============ ============ Income before taxes (1) Institutional Securities $ 2,320 $ 1,342 73% Individual Investor Group 298 123 142% Investment Management 379 222 71% Credit Services 663 592 12% Intersegment Eliminations 58 62 (6%) ------------ ------------ Consolidated income before taxes $ 3,718 $ 2,341 59% ============ ============ Basic earnings per common share $ 2.27 $ 1.40 62% Diluted earnings per common share $ 2.21 $ 1.37 61% Average common shares outstanding Basic 1,080.8 1,077.4 Diluted 1,108.3 1,097.8 Period end common shares outstanding 1,098.1 1,086.7 Return on common equity 18.8% 13.4% - -------------------------- (1) Represents consolidated income 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 -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Investment banking $ 983 $ 536 83% Principal transactions: Trading 2,064 1,670 24% Investments 191 59 * Commissions 877 709 24% Fees: Asset management, distribution and administration 1,113 881 26% Merchant and cardmember 306 338 (9%) Servicing 485 503 (4%) Interest and dividends 3,663 3,449 6% Other 120 113 6% ------------ ------------ Total revenues 9,802 8,258 19% Interest expense 2,951 2,904 2% Provision for consumer loan losses 200 309 (35%) ------------ ------------ Net revenues 6,651 5,045 32% ------------ ------------ Compensation and benefits 2,923 2,274 29% Occupancy and equipment 206 195 6% Brok., clearing and exchange fees 237 202 17% Info processing and communications 318 315 1% Marketing and business development 263 251 5% Professional services 356 259 37% Other 546 634 (14%) ------------ ------------ Total non-interest expenses 4,849 4,130 17% ------------ ------------ Income before losses from unconsolidated investees, taxes and dividends on preferred securities subject to mandatory redemption 1,802 915 97% Losses from unconsolidated investees 81 36 125% Income tax expense 498 240 108% Dividends on preferred securities subject to mandatory redemption (1) - 40 * ------------ ------------ Net income $ 1,223 $ 599 104% ============ ============ Comp & benefits as a % of net rev. 44% 45% - -------------------------- (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 -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Investment banking $ 983 $ 829 19% Principal transactions: Trading 2,064 1,832 13% Investments 191 29 * Commissions 877 901 (3%) Fees: Asset management, distribution and administration 1,113 1,072 4% Merchant and cardmember 306 337 (9%) Servicing 485 572 (15%) Interest and dividends 3,663 3,782 (3%) Other 120 123 (2%) ------------ ------------ Total revenues 9,802 9,477 3% Interest expense 2,951 2,974 (1%) Provision for consumer loan losses 200 262 (24%) ------------ ------------ Net revenues 6,651 6,241 7% ------------ ------------ Compensation and benefits 2,923 2,712 8% Occupancy and equipment 206 200 3% Brok., clearing and exchange fees 237 224 6% Info processing and communications 318 320 (1%) Marketing and business development 263 254 4% Professional services 356 318 12% Other 546 297 84% ------------ ------------ Total non-interest expenses 4,849 4,325 12% ------------ ------------ Income before losses from unconsolidated investees, taxes and dividends on preferred securities subject to mandatory redemption 1,802 1,916 (6%) Losses from unconsolidated investees 81 93 (13%) Income tax expense 498 552 (10%) Dividends on preferred securities subject to mandatory redemption (1) - 45 * ------------ ------------ Net income $ 1,223 $ 1,226 -- ============ ============ Comp & benefits as a % of net rev. 44% 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) Six Months Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Investment banking $ 1,812 $ 1,125 61% Principal transactions: Trading 3,896 3,382 15% Investments 220 37 * Commissions 1,778 1,382 29% Fees: Asset management, distribution and administration 2,185 1,777 23% Merchant and cardmember 643 702 (8%) Servicing 1,057 1,070 (1%) Interest and dividends 7,445 7,238 3% Other 243 199 22% ------------ ------------ Total revenues 19,279 16,912 14% Interest expense 5,925 5,748 3% Provision for consumer loan losses 462 645 (28%) ------------ ------------ Net revenues 12,892 10,519 23% ------------ ------------ Compensation and benefits 5,635 4,823 17% Occupancy and equipment 406 391 4% Brok., clearing and exchange fees 461 393 17% Info processing and communications 638 630 1% Marketing and business development 517 514 1% Professional services 674 484 39% Other 843 943 (11%) ------------ ------------ Total non-interest expenses 9,174 8,178 12% ------------ ------------ Income before losses from unconsolidated investees, taxes and dividends on preferred securities subject to mandatory redemption 3,718 2,341 59% Losses from unconsolidated investees 174 70 149% Income tax expense 1,050 705 49% Dividends on preferred securities subject to mandatory redemption (1) 45 62 (27%) ------------ ------------ Net income $ 2,449 $ 1,504 63% ============ ============ Comp & benefits as a % of net rev. 44% 46% - -------------------------- (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 -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Investment banking $ 891 $ 461 93% Principal transactions: Trading 1,923 1,503 28% Investments 136 44 * Commissions 527 423 25% Asset management, distribution and administration fees 32 22 45% Interest and dividends 3,151 2,831 11% Other 59 76 (22%) ------------ ------------ Total revenues 6,719 5,360 25% Interest expense 2,771 2,681 3% ------------ ------------ Net revenues 3,948 2,679 47% ------------ ------------ Total non-interest expenses 2,814 2,279 23% ------------ ------------ Income before losses from unconsolidated investees and dividends on preferred securities subject to mandatory redemption 1,134 400 * Losses from unconsolidated investees 81 36 125% Dividends on preferred securities subject to mandatory redemption (1) - 40 * ------------ ------------ Income before taxes $ 1,053 $ 324 * ============ ============ Pre-tax profit margin (2) 29% 13% - -------------------------- (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, 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 -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Investment banking $ 891 $ 739 21% Principal transactions: Trading 1,923 1,691 14% Investments 136 16 * Commissions 527 505 4% Asset management, distribution and administration fees 32 34 (6%) Interest and dividends 3,151 3,225 (2%) Other 59 77 (23%) ------------ ------------ Total revenues 6,719 6,287 7% Interest expense 2,771 2,783 -- ------------ ------------ Net revenues 3,948 3,504 13% ------------ ------------ Total non-interest expenses 2,814 2,318 21% ------------ ------------ Income before losses from unconsolidated investees and dividends on preferred securities subject to mandatory redemption 1,134 1,186 (4%) Losses from unconsolidated investees 81 93 (13%) Dividends on preferred securities subject to mandatory redemption (1) - 45 * ------------ ------------ Income before taxes $ 1,053 $ 1,048 -- ============ ============ Pre-tax profit margin (2) 29% 33% - -------------------------- (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, 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) Six Months Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Investment banking $ 1,630 $ 962 69% Principal transactions: Trading 3,614 3,061 18% Investments 152 34 * Commissions 1,032 838 23% Asset management, distribution and administration fees 66 45 47% Interest and dividends 6,376 6,025 6% Other 136 138 (1%) ------------ ------------ Total revenues 13,006 11,103 17% Interest expense 5,554 5,289 5% ------------ ------------ Net revenues 7,452 5,814 28% ------------ ------------ Total non-interest expenses 5,132 4,472 15% ------------ ------------ Income before losses from unconsolidated investees and dividends on preferred securities subject to mandatory redemption 2,320 1,342 73% Losses from unconsolidated investees 174 70 149% Dividends on preferred securities subject to mandatory redemption (1) 45 62 (27%) ------------ ------------ Income before taxes $ 2,101 $ 1,210 74% ============ ============ Pre-tax profit margin (2) 31% 22% - -------------------------- (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, 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 -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Investment banking $ 82 $ 66 24% Principal transactions: Trading 141 167 (16%) Investments (4) 1 * Commissions 367 310 18% Asset management, distribution and administration fees 511 370 38% Interest and dividends 95 92 3% Other 52 35 49% ------------ ------------ Total revenues 1,244 1,041 20% Interest expense 35 39 (10%) ------------ ------------ Net revenues 1,209 1,002 21% ------------ ------------ Total non-interest expenses 1,077 940 15% ------------ ------------ Income before taxes $ 132 $ 62 113% ============ ============ Pre-tax profit margin (1) 11% 6% - -------------------------- (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 -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Investment banking $ 82 $ 77 6% Principal transactions: Trading 141 141 -- Investments (4) 4 * Commissions 367 417 (12%) Asset management, distribution and administration fees 511 472 8% Interest and dividends 95 93 2% Other 52 40 30% ------------ ------------ Total revenues 1,244 1,244 -- Interest expense 35 33 6% ------------ ------------ Net revenues 1,209 1,211 -- ------------ ------------ Total non-interest expenses 1,077 1,045 3% ------------ ------------ Income before taxes $ 132 $ 166 (20%) ============ ============ Pre-tax profit margin (1) 11% 14% - -------------------------- (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) Six Months Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Investment banking $ 159 $ 146 9% Principal transactions: Trading 282 321 (12%) Investments - 7 * Commissions 784 590 33% Asset management, distribution and administration fees 983 756 30% Interest and dividends 188 181 4% Other 92 63 46% ------------ ------------ Total revenues 2,488 2,064 21% Interest expense 68 77 (12%) ------------ ------------ Net revenues 2,420 1,987 22% ------------ ------------ Total non-interest expenses 2,122 1,864 14% ------------ ------------ Income before taxes $ 298 $ 123 142% ============ ============ Pre-tax profit margin (1) 12% 6% - -------------------------- (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 -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Investment banking $ 10 $ 9 11% Principal transactions: Investments 59 14 * Commissions 8 3 * Asset management, distribution and administration fees 607 528 15% Interest and dividends 1 - * Other 6 8 (25%) ------------ ------------ Total revenues 691 562 23% Interest expense 1 4 (75%) ------------ ------------ Net revenues 690 558 24% ------------ ------------ Total non-interest expenses 481 436 10% ------------ ------------ Income before taxes $ 209 $ 122 71% ============ ============ Pre-tax profit margin (1) 30% 22% - -------------------------- (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 -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Investment banking $ 10 $ 13 (23%) Principal transactions: Investments 59 9 * Commissions 8 8 -- Asset management, distribution and administration fees 607 603 1% Interest and dividends 1 2 (50%) Other 6 9 (33%) ------------ ------------ Total revenues 691 644 7% Interest expense 1 2 (50%) ------------ ------------ Net revenues 690 642 7% ------------ ------------ Total non-interest expenses 481 472 2% ------------ ------------ Income before taxes $ 209 $ 170 23% ============ ============ Pre-tax profit margin (1) 30% 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) Six Months Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Investment banking $ 23 $ 17 35% Principal transactions: Investments 68 (4) * Commissions 16 7 129% Asset management, distribution and administration fees 1,210 1,051 15% Interest and dividends 3 2 50% Other 15 15 -- ------------ ------------ Total revenues 1,335 1,088 23% Interest expense 3 5 (40%) ------------ ------------ Net revenues 1,332 1,083 23% ------------ ------------ Total non-interest expenses 953 861 11% ------------ ------------ Income before taxes $ 379 $ 222 71% ============ ============ Pre-tax profit margin (1) 29% 21% - -------------------------- (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 -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 306 $ 338 (9%) Servicing 485 503 (4%) Other 16 6 * ------------ ------------ Total non-interest revenues 807 847 (5%) Interest revenue 435 543 (20%) Interest expense 163 197 (17%) ------------ ------------ Net interest income 272 346 (21%) Provision for consumer loan losses 200 309 (35%) ------------ ------------ Net credit income 72 37 95% ------------ ------------ Net revenues 879 884 (1%) ------------ ------------ Total non-interest expenses 581 582 -- ------------ ------------ Income before taxes $ 298 $ 302 (1%) ============ ============ Pre-tax profit margin (1) 34% 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) Quarter Ended -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 306 $ 337 (9%) Servicing 485 572 (15%) Other 16 5 * ------------ ------------ Total non-interest revenues 807 914 (12%) Interest revenue 435 480 (9%) Interest expense 163 174 (6%) ------------ ------------ Net interest income 272 306 (11%) Provision for consumer loan losses 200 262 (24%) ------------ ------------ Net credit income 72 44 64% ------------ ------------ Net revenues 879 958 (8%) ------------ ------------ Total non-interest expenses 581 593 (2%) ------------ ------------ Income before taxes $ 298 $ 365 (18%) ============ ============ Pre-tax profit margin (1) 34% 38% - -------------------------- (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) Six Months Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 643 $ 702 (8%) Servicing 1,057 1,070 (1%) Other 21 2 * ------------ ------------ Total non-interest revenues 1,721 1,774 (3%) Interest revenue 915 1,089 (16%) Interest expense 337 436 (23%) ------------ ------------ Net interest income 578 653 (11%) Provision for consumer loan losses 462 645 (28%) ------------ ------------ Net credit income 116 8 * ------------ ------------ Net revenues 1,837 1,782 3% ------------ ------------ Total non-interest expenses 1,174 1,190 (1%) ------------ ------------ Income before taxes $ 663 $ 592 12% ============ ============ Pre-tax profit margin (1) 36% 33% - -------------------------- (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 -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 467 $ 523 (11%) Servicing - - -- Other 16 36 (56%) ------------ ------------ Total non-interest revenues 483 559 (14%) Interest revenue 1,450 1,592 (9%) Interest expense 337 410 (18%) ------------ ------------ Net interest income 1,113 1,182 (6%) Provision for consumer loan losses 717 857 (16%) ------------ ------------ Net credit income 396 325 22% ------------ ------------ Net revenues 879 884 (1%) ------------ ------------ Total non-interest expenses 581 582 -- ------------ ------------ Income before taxes $ 298 $ 302 (1%) ============ ============ Pre-tax profit margin (1) 34% 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) Quarter Ended -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 467 $ 519 (10%) Servicing - - -- Other 16 35 (54%) ------------ ------------ Total non-interest revenues 483 554 (13%) Interest revenue 1,450 1,524 (5%) Interest expense 337 350 (4%) ------------ ------------ Net interest income 1,113 1,174 (5%) Provision for consumer loan losses 717 770 (7%) ------------ ------------ Net credit income 396 404 (2%) ------------ ------------ Net revenues 879 958 (8%) ------------ ------------ Total non-interest expenses 581 593 (2%) ------------ ------------ Income before taxes $ 298 $ 365 (18%) ============ ============ Pre-tax profit margin (1) 34% 38% - -------------------------- (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) Six Months Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 986 $ 1,071 (8%) Servicing - - -- Other 51 89 (43%) ------------ ------------ Total non-interest revenues 1,037 1,160 (11%) Interest revenue 2,974 3,172 (6%) Interest expense 687 851 (19%) ------------ ------------ Net interest income 2,287 2,321 (1%) Provision for consumer loan losses 1,487 1,699 (12%) ------------ ------------ Net credit income 800 622 29% ------------ ------------ Net revenues 1,837 1,782 3% ------------ ------------ Total non-interest expenses 1,174 1,190 (1%) ------------ ------------ Income before taxes $ 663 $ 592 12% ============ ============ Pre-tax profit margin (1) 36% 33% - -------------------------- (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 -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Investment banking $ - $ - -- Principal transactions: Trading - - -- Investments - - -- Commissions (25) (27) 7% Asset management, distribution and administration fees (37) (39) 5% Interest and dividends (19) (17) (12%) Other (13) (12) (8%) ------------ ------------ Total revenues (94) (95) 1% Interest expense (19) (17) (12%) ------------ ------------ Net revenues (75) (78) 4% ------------ ------------ Total non-interest expenses (104) (107) 3% ------------ ------------ Income before taxes $ 29 $ 29 -- ============ ============ - -------------------------- 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 -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Investment banking $ - $ - -- Principal transactions: Trading - - -- Investments - - -- Commissions (25) (29) 14% Asset management, distribution and administration fees (37) (37) -- Interest and dividends (19) (18) (6%) Other (13) (8) (63%) ------------ ------------ Total revenues (94) (92) (2%) Interest expense (19) (18) (6%) ------------ ------------ Net revenues (75) (74) (1%) ------------ ------------ Total non-interest expenses (104) (103) (1%) ------------ ------------ Income before taxes $ 29 $ 29 -- ============ ============ - -------------------------- Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Intersegment Eliminations (unaudited, dollars in millions) Six Months Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Investment banking $ - $ - -- Principal transactions: Trading - - -- Investments - - -- Commissions (54) (53) (2%) Asset management, distribution and administration fees (74) (75) 1% Interest and dividends (37) (59) 37% Other (21) (19) (11%) ------------ ------------ Total revenues (186) (206) 10% Interest expense (37) (59) 37% ------------ ------------ Net revenues (149) (147) (1%) ------------ ------------ Total non-interest expenses (207) (209) 1% ------------ ------------ Income before taxes $ 58 $ 62 (6%) ============ ============ - -------------------------- 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 -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Total assets (millions) $ 729,501 $ 586,881 24% Adjusted assets (millions) (1) $ 448,144 $ 383,501 17% Period end common shares outstanding (millions) 1,098.1 1,086.7 1% Book value per common share $ 24.59 $ 20.83 18% Shareholders' equity (millions) (2) $ 29,899 $ 25,341 18% Total capital (millions) (3) $ 100,127 $ 78,665 27% Worldwide employees 51,580 53,507 (4%) Average Daily 99%/One-Day Value-at-Risk ("VaR") (4) Primary Market Risk Category ($ millions, pre-tax) Interest rate and credit spread $ 50 $ 41 Equity price 32 23 Foreign exchange rate 12 11 Commodity price 34 27 Aggregate trading VaR $ 72 $ 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 February 29, 2004 and May 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 at February 29, 2004 and the preferred securities subject to mandatory redemption at the prior quarter ends 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 -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Total assets (millions) $ 729,501 $ 656,898 11% Adjusted assets (millions) (1) $ 448,144 $ 428,479 5% Period end common shares outstanding (millions) 1,098.1 1,097.7 -- Book value per common share $ 24.59 $ 23.75 4% Shareholders' equity (millions) (2) $ 29,899 $ 28,961 3% Total capital (millions) (3) $ 100,127 $ 96,359 4% Worldwide employees 51,580 50,979 1% Average Daily 99%/One-Day Value-at-Risk ("VaR") (4) Primary Market Risk Category ($ millions, pre-tax) Interest rate and credit spread $ 50 $ 42 Equity price 32 30 Foreign exchange rate 12 11 Commodity price 34 27 Aggregate trading VaR $ 72 $ 62 - -------------------------- (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 February 29, 2004 and May 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 at February 29, 2004 and the preferred securities subject to mandatory redemption at the prior quarter ends 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 -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Institutional Securities Advisory revenue (millions) $ 324 $ 141 130% Underwriting revenue (millions) Equity $ 314 $ 152 107% Fixed income $ 253 $ 168 51% Sales and trading net revenue (millions) (1) Equity $ 1,113 $ 865 29% Fixed income $ 1,828 $ 1,282 43% Fiscal View Quarter Ended (2) -------------------------- May 31, 2004 May 31, 2003 ------------ ------------ Mergers and acquisitions announced trans Morgan Stanley global market volume (billions) $ 67.9 $ 24.5 Market share 19.9% 8.2% Rank 4 10 Worldwide equity and related issues Morgan Stanley global market volume (billions) $ 16.4 $ 10.1 Market share 13.2% 13.9% Rank 1 1 Worldwide fixed income Morgan Stanley global market volume (billions) $ 100.7 $ 88.5 Market share 7.7% 6.8% Rank 2 5 - -------------------------- (1) Includes principal trading, commissions and net interest revenue. (2) Source: Thomson Financial. Market volume, market share and rank are on a fiscal quarter basis for each reporting period: March 1 to May 31, 2004 and March 1 to May 31, 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 -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Institutional Securities Advisory revenue (millions) $ 324 $ 232 40% Underwriting revenue (millions) Equity $ 314 $ 314 -- Fixed income $ 253 $ 193 31% Sales and trading net revenue (millions) (1) Equity $ 1,113 $ 1,105 1% Fixed income $ 1,828 $ 1,651 11% Fiscal View Quarter Ended (2) -------------------------- May 31, 2004 Feb 29, 2004 ------------ ------------ Mergers and acquisitions announced trans Morgan Stanley global market volume (billions) $ 67.9 $ 122.2 Market share 19.9% 29.5% Rank 4 3 Worldwide equity and related issues Morgan Stanley global market volume (billions) $ 16.4 $ 16.7 Market share 13.2% 11.9% Rank 1 1 Worldwide fixed income Morgan Stanley global market volume (billions) $ 100.7 $ 90.4 Market share 7.7% 7.1% Rank 2 4 - -------------------------- (1) Includes principal trading, commissions and net interest revenue. (2) Source: Thomson Financial. Market volume, market share and rank are on a fiscal quarter basis for each reporting period: March 1 to May 31, 2004 and December 1, 2003 to February 29, 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) Six Months Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Institutional Securities Advisory revenue (millions) $ 556 $ 307 81% Underwriting revenue (millions) Equity $ 628 $ 279 125% Fixed income $ 446 $ 376 19% Sales and trading net revenue (millions) (1) Equity $ 2,218 $ 1,842 20% Fixed income $ 3,479 $ 2,917 19% Calendar View Five Months Ended (2) -------------------------- May 31, 2004 May 31, 2003 ------------ ------------ Mergers and acquisitions announced trans Morgan Stanley global market volume (billions) $ 180.2 $ 50.7 Market share 26.9% 11.7% Rank 3 9 Worldwide equity and related issues Morgan Stanley global market volume (billions) $ 28.7 $ 14.0 Market share 13.7% 13.5% Rank 1 2 Worldwide fixed income Morgan Stanley global market volume (billions) $ 163.3 $ 153.8 Market share 7.2% 6.9% Rank 3 2 - -------------------------- (1) Includes principal trading, commissions and net interest revenue. (2) Source: Thomson Financial. Market volume, market share and rank are on a calendar year to date basis for each reporting period: January 1 to May 31, 2004 and January 1 to May 31, 2003. 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 -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Individual Investor Group Global financial advisors 10,722 11,644 (8%) Total client assets (billions) $ 579 $ 532 9% Fee-based client account assets (billions) (1) $ 145 $ 113 28% Fee-based assets as a % of client assets 25% 21% Domestic retail locations 526 547 (4%) Investment Management Assets under management or supervision ($ billions) Net flows Retail $ (0.6) $ 0.3 * Institutional 5.7 (4.2) * ------------ ------------ Net flows excluding money markets 5.1 (3.9) * ------------ ------------ Money markets 4.2 (2.6) * Assets under management or supervision by distribution channel Retail $ 195 $ 185 5% Institutional 189 151 25% ------------ ------------ Total $ 384 $ 336 14% ============ ============ Assets under management or supervision by asset class Equity $ 182 $ 142 28% Fixed income 114 116 (2%) Money market 66 62 6% Other (2) 22 16 38% ------------ ------------ Total $ 384 $ 336 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 -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Individual Investor Group Global financial advisors 10,722 10,832 (1%) Total client assets (billions) $ 579 $ 595 (3%) Fee-based client account assets (billions) (1) $ 145 $ 143 1% Fee-based assets as a % of client assets 25% 24% Domestic retail locations 526 526 -- Investment Management Assets under management or supervision ($ billions) Net flows Retail $ (0.6) $ 0.5 * Institutional 5.7 1.4 * ------------ ------------ Net flows excluding money markets 5.1 1.9 * ------------ ------------ Money markets 4.2 1.4 * Assets under management or supervision by distribution channel Retail $ 195 $ 200 (3%) Institutional 189 180 5% ------------ ------------ Total $ 384 $ 380 1% ============ ============ Assets under management or supervision by asset class Equity $ 182 $ 186 (2%) Fixed income 114 111 3% Money market 66 62 6% Other (2) 22 21 5% ------------ ------------ Total $ 384 $ 380 1% ============ ============ - -------------------------- (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) Six Months Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Investment Management Assets under management or supervision ($ billions) Net flows Retail $ (0.1) $ (1.1) 91% Institutional 7.1 (6.7) * ------------ ------------ Net flows excluding money markets 7.0 (7.8) * ------------ ------------ Money markets 5.6 (3.5) * F-11 - ---------------------------------------------------------------------- MORGAN STANLEY Statistical Data (unaudited) Quarter Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Consolidated assets under management or supervision ($ billions) Consolidated assets under management or supervision by distribution channel Retail $ 290 $ 259 12% Institutional 210 162 30% ------------ ------------ Total (1) $ 500 $ 421 19% ============ ============ Consolidated assets under management or supervision by asset class Equity $ 226 $ 174 30% Fixed income 128 127 1% Money market 70 65 8% Other (2) 76 55 38% ------------ ------------ Total (1) $ 500 $ 421 19% ============ ============ - -------------------------- (1) Revenues and expenses associated with customer assets of $103 billion and $82 billion for fiscal 2Q04 and fiscal 2Q03, respectively, are included in the Company's Individual Investor Group segment, and $13 billion and $3 billion for fiscal 2Q04 and fiscal 2Q03, respectively, are included in the Company's Institutional Securities segment. (2) Includes Alternative Investments. Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation. MORGAN STANLEY Statistical Data (unaudited) Quarter Ended -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Consolidated assets under management or supervision ($ billions) Consolidated assets under management or supervision by distribution channel Retail $ 290 $ 294 (1%) Institutional 210 201 4% ------------ ------------ Total (1) $ 500 $ 495 1% ============ ============ Consolidated assets under management or supervision by asset class Equity $ 226 $ 231 (2%) Fixed income 128 124 3% Money market 70 65 8% Other (2) 76 75 1% ------------ ------------ Total (1) $ 500 $ 495 1% ============ ============ - -------------------------- (1) Revenues and expenses associated with customer assets of $103 billion and $101 billion for fiscal 2Q04 and fiscal 1Q04, respectively, are included in the Company's Individual Investor Group segment, and $13 billion and $14 billion for fiscal 2Q04 and fiscal 1Q04, 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 -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Credit Services Total owned credit card loans Period end $ 17,506 $ 18,465 (5%) Average $ 16,202 $ 19,120 (15%) Total managed credit card loans (1)(2) Period end $ 46,828 $ 50,880 (8%) Average $ 46,929 $ 51,174 (8%) Interest yield 11.88% 11.97% (9 bp) Interest spread 9.06% 8.78% 28 bp Transaction volume (billions) $ 24.4 $ 24.0 2% Accounts (millions) 46.0 46.4 (1%) Active accounts (millions) 19.9 21.8 (9%) Average receivables per average active account (actual $) $ 2,330 $ 2,319 -- Net gain on securitization $ (12) $ 11 * Credit quality Net charge-off rate 6.48% 6.50% (2 bp) Delinquency rate (over 30 days) 4.88% 6.21%(133 bp) Delinquency rate (over 90 days) 2.40% 3.01% (61 bp) Allowance for loan losses at period end $ 940 $ 958 (2%) International managed credit card loans (2) Period end $ 2,409 $ 2,332 3% Average $ 2,411 $ 2,261 7% Accounts (millions) 1.2 1.0 20% Mortgages Mortgage originations $ 1,380 $ 1,368 1% - -------------------------- (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 -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Credit Services Total owned credit card loans Period end $ 17,506 $ 15,850 10% Average $ 16,202 $ 17,880 (9%) Total managed credit card loans (1)(2) Period end $ 46,828 $ 47,336 (1%) Average $ 46,929 $ 48,667 (4%) Interest yield 11.88% 12.20% (32 bp) Interest spread 9.06% 9.35% (29 bp) Transaction volume (billions) $ 24.4 $ 24.2 1% Accounts (millions) 46.0 45.9 -- Active accounts (millions) 19.9 20.3 (2%) Average receivables per average active account (actual $) $ 2,330 $ 2,360 (1%) Net gain on securitization $ (12) $ 19 * Credit quality Net charge-off rate 6.48% 6.31% 17 bp Delinquency rate (over 30 days) 4.88% 5.80% (92 bp) Delinquency rate (over 90 days) 2.40% 2.86% (46 bp) Allowance for loan losses at period end $ 940 $ 985 (5%) International managed credit card loans (2) Period end $ 2,409 $ 2,463 (2%) Average $ 2,411 $ 2,302 5% Accounts (millions) 1.2 1.2 -- Mortgages Mortgage originations $ 1,380 $ 959 44% - -------------------------- (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) Six Months Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Credit Services Total owned credit card loans Period end $ 17,506 $ 18,465 (5%) Average $ 17,036 $ 20,695 (18%) Total managed credit card loans (1)(2) Period end $ 46,828 $ 50,880 (8%) Average $ 47,793 $ 51,979 (8%) Interest yield 12.04% 11.87% 17 bp Interest spread 9.21% 8.56% 65 bp Transaction volume (billions) $ 48.5 $ 50.0 (3%) Accounts (millions) 46.0 46.4 (1%) Active accounts (millions) 19.9 21.8 (9%) Average receivables per average active account (actual $) $ 2,345 $ 2,326 1% Net gain on securitization $ 7 $ 46 (85%) Credit quality Net charge-off rate 6.40% 6.34% 6 bp Delinquency rate (over 30 days) 4.88% 6.21%(133 bp) Delinquency rate (over 90 days) 2.40% 3.01% (61 bp) Allowance for loan losses at period end $ 940 $ 958 (2%) International managed credit card loans (2) Period end $ 2,409 $ 2,332 3% Average $ 2,357 $ 2,272 4% Accounts (millions) 1.2 1.0 20% Mortgages Mortgage originations $ 2,339 $ 2,687 (13%) - -------------------------- (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 -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Investment banking $ 983 $ 536 83% Principal transactions: Trading 2,064 1,670 24% Investments 191 59 * Commissions 877 709 24% Asset management, distribution and administration fees 1,113 881 26% Interest and dividends 3,241 2,916 11% Other 107 113 (5%) ------------ ------------ Total revenues 8,576 6,884 25% Interest expense 2,801 2,717 3% ------------ ------------ Net revenues 5,775 4,167 39% ------------ ------------ Compensation and benefits 2,725 2,073 31% Occupancy and equipment 185 176 5% Brok., clearing and exchange fees 237 202 17% Info processing and communications 232 234 (1%) Marketing and business development 137 123 11% Professional services 291 196 48% Other 464 550 (16%) ------------ ------------ Total non-interest expenses 4,271 3,554 20% ------------ ------------ Income before losses from unconsolidated investees and dividends on preferred securities subject to mandatory redemption 1,504 613 145% Losses from unconsolidated investees 81 36 125% Dividends on preferred securities subject to mandatory redemption (2) - 40 * ------------ ------------ Income before taxes $ 1,423 $ 537 * ============ ============ Comp & benefits as a % of net rev. 47% 50% Non-comp exp. as a % of net rev. 27% 36% Pre-tax profit margin (3) 26% 14% Number of employees (4) 38,058 38,031 -- - -------------------------- (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, 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 -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Investment banking $ 983 $ 829 19% Principal transactions: Trading 2,064 1,832 13% Investments 191 29 * Commissions 877 901 (3%) Asset management, distribution and administration fees 1,113 1,072 4% Interest and dividends 3,241 3,314 (2%) Other 107 120 (11%) ------------ ------------ Total revenues 8,576 8,097 6% Interest expense 2,801 2,812 -- ------------ ------------ Net revenues 5,775 5,285 9% ------------ ------------ Compensation and benefits 2,725 2,514 8% Occupancy and equipment 185 179 3% Brok., clearing and exchange fees 237 224 6% Info processing and communications 232 234 (1%) Marketing and business development 137 111 23% Professional services 291 253 15% Other 464 219 112% ------------ ------------ Total non-interest expenses 4,271 3,734 14% ------------ ------------ Income before losses from unconsolidated investees and dividends on preferred securities subject to mandatory redemption 1,504 1,551 (3%) Losses from unconsolidated investees 81 93 (13%) Dividends on preferred securities subject to mandatory redemption (2) - 45 * ------------ ------------ Income before taxes $ 1,423 $ 1,413 1% ============ ============ Comp & benefits as a % of net rev. 47% 48% Non-comp exp. as a % of net rev. 27% 23% Pre-tax profit margin (3) 26% 29% Number of employees (4) 38,058 37,455 2% - -------------------------- (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, 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) Six Months Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Investment banking $ 1,812 $ 1,125 61% Principal transactions: Trading 3,896 3,382 15% Investments 220 37 * Commissions 1,778 1,382 29% Asset management, distribution and administration fees 2,185 1,777 23% Interest and dividends 6,555 6,198 6% Other 227 203 12% ------------ ------------ Total revenues 16,673 14,104 18% Interest expense 5,613 5,361 5% ------------ ------------ Net revenues 11,060 8,743 27% ------------ ------------ Compensation and benefits 5,239 4,409 19% Occupancy and equipment 364 352 3% Brok., clearing and exchange fees 461 393 17% Info processing and communications 466 462 1% Marketing and business development 248 232 7% Professional services 544 370 47% Other 683 776 (12%) ------------ ------------ Total non-interest expenses 8,005 6,994 14% ------------ ------------ Income before losses from unconsolidated investees and dividends on preferred securities subject to mandatory redemption 3,055 1,749 75% Losses from unconsolidated investees 174 70 149% Dividends on preferred securities subject to mandatory redemption (2) 45 62 (27%) ------------ ------------ Income before taxes $ 2,836 $ 1,617 75% ============ ============ Comp & benefits as a % of net rev. 47% 50% Non-comp exp. as a % of net rev. 25% 30% Pre-tax profit margin (3) 27% 19% - -------------------------- (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, 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 -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 467 $ 523 (11%) Servicing - - -- Other 16 36 (56%) ------------ ------------ Total non-interest revenues 483 559 (14%) Interest revenue 1,450 1,592 (9%) Interest expense 337 410 (18%) ------------ ------------ Net interest income 1,113 1,182 (6%) Provision for consumer loan losses 717 857 (16%) ------------ ------------ Net credit income 396 325 22% ------------ ------------ Net revenues 879 884 (1%) ------------ ------------ Compensation and benefits 198 201 (1%) Occupancy and equipment 21 19 11% Info processing and communications 86 81 6% Marketing and business development 126 128 (2%) Professional services 65 63 3% Other 85 90 (6%) ------------ ------------ Total non-interest expenses 581 582 -- ------------ ------------ Income before taxes $ 298 $ 302 (1%) ============ ============ Comp & benefits as a % of net rev. 23% 23% Non-comp expenses as a % of net rev. 44% 43% Pre-tax profit margin (1) 34% 34% Number of employees 13,522 15,476 (13%) - -------------------------- (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 -------------------------- % May 31, 2004 Feb 29, 2004 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 467 $ 519 (10%) Servicing - - -- Other 16 35 (54%) ------------ ------------ Total non-interest revenues 483 554 (13%) Interest revenue 1,450 1,524 (5%) Interest expense 337 350 (4%) ------------ ------------ Net interest income 1,113 1,174 (5%) Provision for consumer loan losses 717 770 (7%) ------------ ------------ Net credit income 396 404 (2%) ------------ ------------ Net revenues 879 958 (8%) ------------ ------------ Compensation and benefits 198 198 -- Occupancy and equipment 21 21 -- Info processing and communications 86 86 -- Marketing and business development 126 143 (12%) Professional services 65 65 -- Other 85 80 6% ------------ ------------ Total non-interest expenses 581 593 (2%) ------------ ------------ Income before taxes $ 298 $ 365 (18%) ============ ============ Comp & benefits as a % of net rev. 23% 21% Non-comp expenses as a % of net rev. 44% 41% Pre-tax profit margin (1) 34% 38% Number of employees 13,522 13,524 -- - -------------------------- (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) Six Months Ended -------------------------- % May 31, 2004 May 31, 2003 Change ------------ ------------ ------ Fees: Merchant and cardmember $ 986 $ 1,071 (8%) Servicing - - -- Other 51 89 (43%) ------------ ------------ Total non-interest revenues 1,037 1,160 (11%) Interest revenue 2,974 3,172 (6%) Interest expense 687 851 (19%) ------------ ------------ Net interest income 2,287 2,321 (1%) Provision for consumer loan losses 1,487 1,699 (12%) ------------ ------------ Net credit income 800 622 29% ------------ ------------ Net revenues 1,837 1,782 3% ------------ ------------ Compensation and benefits 396 414 (4%) Occupancy and equipment 42 39 8% Info processing and communications 172 168 2% Marketing and business development 269 282 (5%) Professional services 130 114 14% Other 165 173 (5%) ------------ ------------ Total non-interest expenses 1,174 1,190 (1%) ------------ ------------ Income before taxes $ 663 $ 592 12% ============ ============ Comp & benefits as a % of net rev. 22% 23% Non-comp expenses as a % of net rev. 42% 44% Pre-tax profit margin (1) 36% 33% - -------------------------- (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 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% ======== ======== Quarter Ended May 31, 2003 --------------------------------------------------------- General Purpose Credit Card Loans: Delinquency Rate Net ------------ Period Interest Interest Charge- 30 90 End Avg Yield Spread offs Days Days -------- -------- -------- -------- -------- ------ ----- Owned $ 18,465 $ 19,120 10.57% 6.28% 5.92% 5.27% 2.56% Securitized 32,415 32,054 12.81% 10.23% 6.84% 6.74% 3.27% -------- -------- Managed $ 50,880 $ 51,174 11.97% 8.78% 6.50% 6.21% 3.01% ======== ======== Quarter Ended Feb 29, 2004 --------------------------------------------------------- General Purpose Credit Card Loans: Delinquency Rate Net ------------ Period Interest Interest Charge- 30 90 End Avg Yield Spread offs Days Days -------- -------- -------- -------- -------- ------ ----- Owned $ 15,850 $ 17,880 10.13% 6.08% 5.81% 5.17% 2.54% Securitized 31,486 30,787 13.40% 11.20% 6.60% 6.11% 3.01% -------- -------- Managed $ 47,336 $ 48,667 12.20% 9.35% 6.31% 5.80% 2.86% ======== ======== - -------------------------- (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) Six Months 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 $ 17,036 10.03% 5.88% 5.91% 4.37% 2.15% Securitized 29,322 30,757 13.15% 10.98% 6.67% 5.18% 2.55% -------- -------- Managed $ 46,828 $ 47,793 12.04% 9.21% 6.40% 4.88% 2.40% ======== ======== Six Months Ended May 31, 2003 --------------------------------------------------------- General Purpose Credit Card Loans: Delinquency Rate Net ------------ Period Interest Interest Charge- 30 90 End Avg Yield Spread offs Days Days -------- -------- -------- -------- -------- ------ ----- Owned $ 18,465 $ 20,695 9.87% 5.45% 5.73% 5.27% 2.56% Securitized 32,415 31,284 13.20% 10.59% 6.74% 6.74% 3.27% -------- -------- Managed $ 50,880 $ 51,979 11.87% 8.56% 6.34% 6.21% 3.01% ======== ======== - -------------------------- (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 Six Months Ended --------------------------- -------------------- May 31, May 31, Feb 29, May 31, May 31, 2004 2003 2004 2004 2003 -------- -------- -------- ---------- --------- Merchant and cardmember fees: Owned $ 306 $ 338 $ 337 $ 643 $ 702 Securitization adj. 161 185 182 343 369 -------- -------- -------- ---------- --------- Managed $ 467 $ 523 $ 519 $ 986 $ 1,071 ======== ======== ======== ========== ========= Servicing fees: Owned $ 485 $ 503 $ 572 $ 1,057 $ 1,070 Securitization adj. (485) (503) (572) (1,057) (1,070) -------- -------- -------- ---------- --------- Managed $ - $ - $ - $ - $ - ======== ======== ======== ========== ========= Other: Owned $ 16 $ 6 $ 5 $ 21 $ 2 Securitization adj. - 30 30 30 87 -------- -------- -------- ---------- --------- Managed $ 16 $ 36 $ 35 $ 51 $ 89 ======== ======== ======== ========== ========= Interest revenue: Owned $ 435 $ 543 $ 480 $ 915 $ 1,089 Securitization adj. 1,015 1,049 1,044 2,059 2,083 -------- -------- -------- ---------- --------- Managed $1,450 $1,592 $1,524 $ 2,974 $ 3,172 ======== ======== ======== ========== ========= Interest expense: Owned $ 163 $ 197 $ 174 $ 337 $ 436 Securitization adj. 174 213 176 350 415 -------- -------- -------- ---------- --------- Managed $ 337 $ 410 $ 350 $ 687 $ 851 ======== ======== ======== ========== ========= Provision for consumer loan losses: Owned $ 200 $ 309 $ 262 $ 462 $ 645 Securitization adj. 517 548 508 1,025 1,054 -------- -------- -------- ---------- --------- Managed $ 717 $ 857 $ 770 $ 1,487 $ 1,699 ======== ======== ======== ========== ========= - -------------------------- (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, 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 ------------------------------------- May 31, May 31, Feb 29, 2004 2003 2004 ----------- ----------- ----------- Total assets $ 729,501 $ 586,881 $ 656,898 Less: Securities purchased under agreements to resell (96,042) (71,374) (76,755) Securities borrowed (202,412) (153,639) (179,288) Add: Financial instruments sold, not yet purchased 130,440 123,211 129,711 Less: Derivative contracts sold, not yet purchased (41,615) (48,436) (43,857) ----------- ----------- ----------- Subtotal 519,872 436,643 486,709 Less: Segregated customer cash and securities balances (29,918) (26,829) (16,935) Assets recorded under certain provisions of SFAS No. 140 and FIN 46 (40,279) (24,837) (39,756) Goodwill (1,531) (1,476) (1,539) ----------- ----------- ----------- Adjusted assets $ 448,144 $ 383,501 $ 428,479 =========== =========== =========== Shareholders' equity $ 27,002 $ 22,631 $ 26,064 Junior subordinated debt issued to capital trusts (1) 2,897 2,710 2,897 ----------- ----------- ----------- Subtotal 29,899 25,341 28,961 Less: Goodwill (1,531) (1,476) (1,539) ----------- ----------- ----------- Tangible shareholders' equity $ 28,368 $ 23,865 $ 27,422 =========== =========== =========== Leverage ratio (2) 25.7x 24.6x 24.0x =========== =========== =========== Adjusted leverage ratio (3) 15.8x 16.1x 15.6x =========== =========== =========== - -------------------------- (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 or Media Relations: Raymond O'Rourke, 212-761-4262