Morgan Stanley Reports
Second Quarter Net Income of $797 Million;
Return on Equity of 15%

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INTRODUCTION

NEW YORK, June 19, 2002 — Morgan Stanley (NYSE: MWD) today reported net income of $797 million for the quarter ended May 31, 2002 — 6 percent lower than the first quarter of 2002 and a 14 percent decline from the second quarter of 2001. Diluted earnings per share were $0.72 — compared to $0.76 the previous quarter and $0.82 a year ago.

Second quarter net revenues (total revenues less interest expense and the provision for loan losses) were $5.0 billion — 6 percent below first quarter 2002 and 17 percent below second quarter 2001. Non-compensation expenses increased 4 percent from the previous quarter and were 16 percent lower than a year ago. The annualized return on average common equity for the current quarter was 15 percent.

Philip J. Purcell, Chairman, and Robert G. Scott, President, said in a joint statement, "In these difficult markets, our top priority has been to continue to stay close to our clients and serve their needs. Investor confidence has been shaken by events over the past year. Our firm is clearly holding its own financially in this tough environment, earning a return on equity of 15 percent this past quarter. We continue to exercise discipline on expenses. We also benefited from the diversity of our businesses, with Discover Card in particular doing well in the second quarter."

In the first six months of fiscal 2002, net income was $1,645 million, 18 percent lower than $2,005 million a year ago.1 Six-month diluted earnings per share were $1.48, down 16 percent from last year's $1.76. Net revenues and non-compensation expenses both declined 17 percent from a year ago. The annualized return on average common equity for the first half of the year was 16 percent.

1 All amounts for the six months ended May 31, 2001, exclude a net after-tax charge of $59 million, or $.05 per share, resulting from the adoption of SFAS 133 on December 1, 2000. See page F-1 of Financial Summary, Note 1.

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SECURITIES

Securities posted net income of $460 million, 27 percent lower than last year's second quarter. The decline in earnings was driven by reduced activity in almost all of the Company's securities businesses, partially offset by an 18 percent decrease in non-compensation expenses.

  • In the institutional business:
    • Fixed income sales and trading net revenues were $845 million, a 31 percent decrease from a record second quarter 2001. A sharp decline in commodities revenues and more modest decreases in government debt and investment grade revenues were partially offset by strength in interest rate derivatives and the global high yield business. The decline in commodities resulted from reduced levels of volatility and liquidity in energy markets.
    • Equity sales and trading net revenues of $953 million were down 25 percent from a year ago, primarily due to lower levels of market volatility and a decrease in trading activity.
    • Advisory revenues were $250 million, down 14 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 41 percent lower in the second quarter compared to a year ago.2
    • Total underwriting revenues declined 26 percent from last year's second quarter to $397 million, as a result of declines in both equity and debt underwriting revenues.
  • In the individual investor group:
    • Net revenues decreased 9 percent to $1.0 billion, as retail participation in equity markets fell from last year's levels. Revenues from asset management products and fee-based assets, however, were up modestly from the prior year.
    • Total client assets of $570 billion were 10 percent lower than the end of last year's second quarter, compared to declines of 15 percent in the S&P 500 and 23 percent in the NASDAQ. Client assets in fee-based accounts of $111 billion were unchanged from the first quarter and 5 percent below a year ago. However, the percentage of client assets in fee-based accounts increased to 19 percent from 18 percent a year ago.
    • At quarter-end, the number of global financial advisors stood at 13,707 — a decrease of 408 for the quarter and 549 over the past twelve months.
2 Source: Thomson Financial Securities Data — March 1 to May 31, 2002.

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INVESTMENT MANAGEMENT

Investment management net income rose 11 percent from last year's second quarter to $141 million, largely as a result of a continuing reduction of operating expenses. Net revenues were lower than a year ago, primarily due to a decline in average assets under management.

  • Assets under management declined $36 billion, or 7 percent, from a year ago to $451 billion, as a result of a decline in market values and total net fund outflows. Retail assets were $269 billion, $4 billion lower than this year's first quarter and $34 billion lower than last year's second quarter. Institutional assets of $182 billion increased $3 billion over the quarter but were $2 billion lower than a year ago.
  • The Company had 55 funds rated four or five stars by Morningstar, compared to 57 at the end of the first quarter. Among investment managers, the Company had the third highest number of domestic funds receiving one of Morningstar's two highest ratings.3
3 As of May 31, 2002.

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CREDIT SERVICES

Credit services posted strong second quarter earnings of $196 million, 15 percent ahead of the second quarter of 2001. The increase in net income was driven by higher net interest and cardmember fee revenues, and lower marketing expenses. Net charge-offs, however, continued to trend higher than a year ago.

  • Managed credit card loans of $49.4 billion at quarter-end were 2 percent below second quarter 2001. The interest rate spread widened 123 basis points over the same period, driven by a decline in credit services cost of funds.
  • Merchant and cardmember fees rose 8 percent to $552 million as a result of higher cardmember fees, including late charges, and an increase in the merchant discount rate. Transaction volume of $23.5 billion equaled last year's level.
  • The credit card net charge-off rate rose to 6.30 percent — 132 basis points higher than a year ago — primarily due to continued weakness in the U.S. economy and the adverse impact of the seasoning of cardmember accounts. The over-30-day delinquency rate, however, improved to 5.63 percent, the lowest level in the last seven quarters. The over-90-day delinquency rate was 2.65 percent compared to 2.60 percent a year ago.

As of May 31, the Company had repurchased approximately 9 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. The dividend is payable on July 26, 2002, to common shareholders of record on July 5, 2002.

Total capital at May 31, 2002 was $67.7 billion, including $22.5 billion of common shareholders' equity and preferred securities issued by subsidiaries. Book value per common share was $19.39, 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.

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DISCLAIMER

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.

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