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


                                                             For Immediate Release




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



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.


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




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.
2
  Source: Thomson Financial Securities Data – March 1 to May 31, 2002.
                                                     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.


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


                                           3
had the third highest number of domestic funds receiving one of Morningstar’s
      two highest ratings.3



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.




3
    As of May 31, 2002.
                                             4
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.



Access this press release on-line @www.morganstanley.com
                                             ###


                                 (See Attached Schedules)




This release may contain forward-looking statements. These statements reflect
management’s beliefs and expectations, and are subject to risks and uncertainties that may
cause actual results to differ materially. For a discussion of the risks and uncertainties that
may affect the Company’s future results, please see “Certain Factors Affecting Results of
Operations” in “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Competition and Regulation” under each of “Securities,”
“Investment Management” and “Credit Services” in Part I, Item 1 in the Company’s 2001
Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in the Company’s Quarterly Reports on Form 10-Q
for fiscal 2002.




                                               5
MORGAN STANLEY DEAN WITTER & CO.
                                                                                   Financial Summary
                                                                              (unaudited, dollars in millions)

                                                                          Quarter Ended                         Percentage Change From:                   Six Months Ended               Percentage
                                                      May 31, 2002        May 31, 2001         Feb 28, 2002     May 31, 2001 Feb 28, 2002          May 31, 2002      May 31, 2001         Change

Net revenues
    Securities                                    $          3,487    $           4,427    $           3,831          (21%)            (9%)    $            7,318   $          9,175         (20%)
    Investment Management                                      604                  639                  605           (5%)              --                 1,209              1,327          (9%)
    Credit Services                                            874                  902                  823           (3%)             6%                  1,697              1,762          (4%)
    Consolidated net revenues                     $          4,965    $           5,968    $           5,259          (17%)            (6%)    $           10,224   $         12,264         (17%)

Net income
     Securities                                 $              460    $             632    $            539           (27%)           (15%)    $             999    $          1,412         (29%)
     Investment Management                                     141                  127                 142            11%              (1%)                 283                 280           1%
     Credit Services                                           196                  171                 167            15%             17%                   363                 313          16%
     Income before cumulative effect
             of accounting change                              797                  930                 848           (14%)            (6%)                 1,645              2,005         (18%)
                                                                 0                    0                   0              --              --                     0                (59)           *
     Cumulative effect of accounting change (1)
     Consolidated net income                    $              797    $             930    $            848           (14%)            (6%)    $            1,645   $          1,946         (15%)
     Preferred stock dividend requirements      $                0    $               9    $              0               *              --    $                0   $             18            *
     Earnings applicable to common shares       $              797    $             921    $            848           (13%)            (6%)    $            1,645   $          1,928         (15%)

Basic earnings per common share
     Income before cumulative effect
            of accounting change                  $            0.73   $            0.85    $            0.78          (14%)            (6%)    $             1.52   $            1.83        (17%)
     Cumulative effect of accounting change       $            0.00   $            0.00    $            0.00             --              --    $             0.00   $           (0.05)          *
     Net income                                   $            0.73   $            0.85    $            0.78          (14%)            (6%)    $             1.52   $            1.78        (15%)
Diluted earnings per common share
     Income before cumulative effect
            of accounting change                  $            0.72   $            0.82    $            0.76          (12%)            (5%)    $             1.48   $            1.76        (16%)
     Cumulative effect of accounting change       $            0.00   $            0.00    $            0.00             --              --    $             0.00   $           (0.05)          *
     Net income                                   $            0.72   $            0.82    $            0.76          (12%)            (5%)    $             1.48   $            1.71        (13%)

Average common shares outstanding
    Basic                                             1,084,993,202       1,085,305,558        1,082,380,245                                       1,084,223,242        1,087,205,706
    Diluted                                           1,113,949,482       1,120,687,197        1,112,959,092                                       1,113,925,043        1,127,129,224
Period end common shares outstanding                  1,097,109,821       1,110,061,470        1,101,194,353                                       1,097,109,821        1,110,061,470
Return on common equity (2)                                  15.1%                19.1%                16.4%                                                15.7%              20.8%

(1) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments
    and hedging activities associated with SFAS 133.
(2) Excludes the cumulative effect of accounting change.
Note: ertain reclassifications have been made to prior period amounts to conform to the current presentation.
    C

                                                                                                F-1
MORGAN STANLEY DEAN WITTER & CO.
                                                                       Consolidated Income Statement Information
                                                                             (unaudited, dollars in millions)
                                                                               Quarter Ended                       Percentage Change From:                 Six Months Ended           Percentage
                                                              May 31, 2002     May 31, 2001         Feb 28, 2002   May 31, 2001 Feb 28, 2002          May 31, 2002    May 31, 2001     Change
                                                          $            655     $         840    $            684          (22%)           (4%)    $          1,339   $       1,821        (26%)
Investment banking
Principal transactions:
                                                                       704             2,070               1,122          (66%)          (37%)               1,826           3,755        (51%)
     Trading
                                                                        (16)            (107)                 33           85%          (148%)                  17            (153)      111%
     Investments
                                                                       900               838                 777            7%            16%                1,677           1,689         (1%)
Commissions
Fees:
                                                                     1,054             1,074               1,016            (2%)           4%                2,070           2,183          (5%)
     Asset management, distribution and administration
                                                                       359               325                 341           10%             5%                  700             638         10%
     Merchant and cardmember
                                                                       511               476                 541             7%           (6%)               1,052             903         17%
     Servicing
                                                                     3,874             6,950               3,832          (44%)            1%                7,706          14,186        (46%)
Interest and dividends
                                                                       108               139                 194          (22%)          (44%)                 302             264         14%
Other
                                                                     8,149            12,605               8,540          (35%)           (5%)              16,689          25,286        (34%)
     Total revenues
                                                                     2,844             6,406               2,936          (56%)           (3%)               5,780          12,578        (54%)
Interest expense
                                                                       340               231                 345           47%            (1%)                 685             444         54%
Provision for consumer loan losses
                                                                     4,965             5,968               5,259          (17%)           (6%)              10,224          12,264        (17%)
     Net revenues
                                                                     2,234             2,732               2,488          (18%)          (10%)               4,722           5,571        (15%)
Compensation and benefits
                                                                       210               230                 200           (9%)             5%                 410             448         (8%)
Occupancy and equipment
                                                                       176               177                 179           (1%)            (2%)                355             344          3%
Brokerage, clearing and exchange fees
                                                                       335               368                 320           (9%)             5%                 655             720         (9%)
Information processing and communications
                                                                       259               331                 251          (22%)             3%                 510             697        (27%)
Marketing and business development
                                                                       250               336                 225          (26%)           11%                  475             670        (29%)
Professional services
                                                                       254               322                 249          (21%)             2%                 503             642        (22%)
Other
                                                                     3,718             4,496               3,912          (17%)            (5%)              7,630           9,092        (16%)
     Total non-interest expenses
Income before taxes, dividends on pref. sec.
                                                                     1,247             1,472               1,347          (15%)           (7%)               2,594           3,172        (18%)
  and cumulative effect of accounting change
                                                                       428               535                 477          (20%)          (10%)                 905           1,153        (22%)
Income tax expense
                                                                        22                 7                  22         214%               --                  44              14       214%
Div. on pref. sec. subject to mandatory redemption
Income before cumulative effect
                                                                       797               930                 848          (14%)           (6%)               1,645           2,005        (18%)
         of accounting change
                                                                         0                 0                   0             --             --                   0             (59)          *
Cumulative effect of accounting change (1)
Net income                                                $            797     $         930    $            848          (14%)           (6%)    $          1,645   $       1,946        (15%)
Preferred stock dividend requirements                     $              0     $           9    $              0              *             --    $              0   $          18           *
Earnings applicable to common shares                      $            797     $         921    $            848          (13%)           (6%)    $          1,645   $       1,928        (15%)

                                                                       45%               46%                 47%                                               46%             45%
Compensation and benefits as a % of net revenues

(1) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments
    and hedging activities associated with SFAS 133.
Note: ertain reclassifications have been made to prior period amounts to conform to the current presentation.
    C
                                                                                              F-2
MORGAN STANLEY DEAN WITTER & CO.
                                                                          Securities Income Statement Information
                                                                              (unaudited, dollars in millions)

                                                                                Quarter Ended                        Percentage Change From:                  Six Months Ended           Percentage
                                                               May 31, 2002     May 31, 2001         Feb 28, 2002   May 31, 2001 Feb 28, 2002           May 31, 2002     May 31, 2001     Change

                                                           $            647     $         825    $            675          (22%)            (4%)    $          1,322   $        1,787        (26%)
Investment banking
Principal transactions:
                                                                        704             2,070               1,122          (66%)           (37%)               1,826            3,755        (51%)
     Trading
                                                                         (17)            (106)                 32           84%           (153%)                  15             (153)      110%
     Investments
                                                                        888               829                 766            7%             16%                1,654            1,668          (1%)
Commissions
                                                                        478               476                 457             --              5%                 935              962          (3%)
Asset management, distribution and administration fees
                                                                      3,266             6,279               3,271          (48%)               --              6,537           12,819        (49%)
Interest and dividends
                                                                        107               135                 174          (21%)           (39%)                 281              249         13%
Other
                                                                      6,073            10,508               6,497          (42%)             (7%)             12,570           21,087        (40%)
     Total revenues
                                                                      2,586             6,081               2,666          (57%)             (3%)              5,252           11,912        (56%)
Interest expense
                                                                      3,487             4,427               3,831          (21%)             (9%)              7,318            9,175        (20%)
     Net revenues

                                                                      1,872             2,346               2,121          (20%)           (12%)               3,993            4,788        (17%)
Compensation and benefits
                                                                        175               191                 167           (8%)              5%                 342              368         (7%)
Occupancy and equipment
                                                                        119               127                 126           (6%)             (6%)                245              244           --
Brokerage, clearing and exchange fees
                                                                        220               250                 219          (12%)               --                439              492        (11%)
Information processing and communications
                                                                        125               126                 103           (1%)            21%                  228              275        (17%)
Marketing and business development
                                                                        144               225                 126          (36%)            14%                  270              448        (40%)
Professional services
                                                                        124               185                 111          (33%)            12%                  235              369        (36%)
Other
                                                                      2,779             3,450               2,973          (19%)             (7%)              5,752            6,984        (18%)
     Total non-interest expenses
Income before taxes, dividends on pref. sec.
                                                                        708               977                 858          (28%)           (17%)               1,566            2,191        (29%)
  and cumulative effect of accounting change
                                                                        226               338                 297          (33%)           (24%)                 523              765        (32%)
Income tax expense
                                                                         22                 7                  22         214%                --                  44               14       214%
Div. on pref. sec. subject to mandatory redemption
Income before cumulative effect
                                                                        460               632                 539          (27%)           (15%)                 999            1,412        (29%)
         of accounting change
                                                                          0                 0                   0             --              --                   0              (46)          *
Cumulative effect of accounting change (1)
Net income                                                 $            460     $         632    $            539          (27%)           (15%)    $            999   $        1,366        (27%)

                                                                       54%               53%                 55%                                                55%              52%
Compensation and benefits as a % of net revenues
                                                                       26%               25%                 22%                                                24%              24%
Non-compensation expenses as a % of net revenues
                                                                       13%               14%                 14%                                                14%              15%
Profit margin (2)

(1) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments
    and hedging activities associated with SFAS 133.
(2) Net income excluding cumulative effect of accounting change as a % of net revenues.
Note: ertain reclassifications have been made to prior period amounts to conform to the current presentation.
    C
                                                                                         F-3
MORGAN STANLEY DEAN WITTER & CO.
                                                                Investment Management Income Statement Information
                                                                            (unaudited, dollars in millions)

                                                                            Quarter Ended                           Percentage Change From:               Six Months Ended          Percentage
                                                             May 31, 2002   May 31, 2001            Feb 28, 2002    May 31, 2001 Feb 28, 2002       May 31, 2002     May 31, 2001    Change

                                                       $                8   $            15     $               9        (47%)         (11%)    $             17   $           34       (50%)
Investment banking
Principal transactions:
                                                                        1                 (1)                  1         200%             --                   2                0           *
     Investments
                                                                       12                  9                  11           33%           9%                   23               21        10%
Commissions
                                                                      576               598                  559            (4%)         3%                1,135            1,221         (7%)
Asset management, distribution and administration fees
                                                                        6                17                    8          (65%)        (25%)                  14               41       (66%)
Interest and dividends
                                                                        1                  4                  18          (75%)        (94%)                  19               15        27%
Other
                                                                      604               642                  606            (6%)          --               1,210            1,332         (9%)
     Total revenues
                                                                        0                  3                   1              *            *                   1                5       (80%)
Interest expense
                                                                      604               639                  605            (5%)          --               1,209            1,327         (9%)
     Net revenues

                                                                      170               197                  179         (14%)          (5%)                 349              406       (14%)
Compensation and benefits
                                                                       19                24                   19         (21%)            --                  38               49       (22%)
Occupancy and equipment
                                                                       57                50                   53          14%            8%                  110              100        10%
Brokerage, clearing and exchange fees
                                                                       25                25                   22             --        14%                    47               49         (4%)
Information processing and communications
                                                                       32                42                   29         (24%)         10%                    61               77       (21%)
Marketing and business development
                                                                       49                59                   50         (17%)          (2%)                  99              114       (13%)
Professional services
                                                                       25                26                   19           (4%)        32%                    44               61       (28%)
Other
                                                                      377               423                  371         (11%)           2%                  748              856       (13%)
     Total non-interest expenses
                                                                      227               216                  234            5%          (3%)                 461              471         (2%)
Income before income taxes
                                                                       86                89                   92           (3%)         (7%)                 178              191         (7%)
Income tax expense
Net income                                               $            141   $           127     $            142          11%           (1%)    $            283   $          280          1%

                                                                     28%               31%                  30%                                             29%              31%
Compensation and benefits as a % of net revenues
                                                                     34%               35%                  32%                                             33%              34%
Non-compensation expenses as a % of net revenues
                                                                     23%               20%                  23%                                             23%              21%
Profit margin (1)

(1) Net income as a % of net revenues.
Note: ertain reclassifications have been made to prior period amounts to conform to the current presentation.
    C
                                                                                       F-4
MORGAN STANLEY DEAN WITTER & CO.
                                                                  Credit Services Income Statement Information
                                                                          (unaudited, dollars in millions)

                                                                        Quarter Ended                          Percentage Change From:               Six Months Ended          Percentage
                                                         May 31, 2002   May 31, 2001          Feb 28, 2002    May 31, 2001 Feb 28, 2002        May 31, 2002     May 31, 2001    Change

Fees:
                                                     $            359   $          325    $            341          10%             5%     $            700    $         638       10%
    Merchant and cardmember
                                                                  511              476                 541           7%            (6%)               1,052              903       17%
    Servicing
                                                                    0                0                   2            --             *                    2                0         *
Other
                                                                  870              801                 884           9%            (2%)               1,754            1,541       14%
    Total non-interest revenues
                                                                  602              654                 553          (8%)            9%                1,155            1,326      (13%)
Interest revenue
                                                                  258              322                 269         (20%)           (4%)                 527              661      (20%)
Interest expense
                                                                  344              332                 284           4%            21%                  628              665       (6%)
     Net interest income
                                                                  340              231                 345          47%            (1%)                 685             444        54%
Provision for consumer loan losses
                                                                    4              101                 (61)        (96%)          107%                  (57)            221      (126%)
    Net credit income
                                                                  874              902                 823          (3%)            6%                1,697            1,762        (4%)
    Net revenues
                                                                  192              189                 188           2%             2%                  380              377        1%
Compensation and benefits
                                                                   16               15                  14           7%            14%                   30               31       (3%)
Occupancy and equipment
                                                                   90               93                  79          (3%)           14%                  169              179       (6%)
Information processing and communications
                                                                  102              163                 119         (37%)          (14%)                 221              345      (36%)
Marketing and business development
                                                                   57               52                  49          10%            16%                  106              108       (2%)
Professional services
                                                                  105              111                 119          (5%)          (12%)                 224              212        6%
Other
                                                                  562              623                 568         (10%)           (1%)               1,130            1,252      (10%)
     Total non-interest expenses
Income before taxes and cumulative
                                                                  312              279                 255          12%            22%                  567             510        11%
         effect of accounting change
                                                                  116              108                  88           7%            32%                  204             197         4%
Income tax expense
Income before cumulative effect
                                                                  196              171                 167          15%            17%                  363             313        16%
        of accounting change
                                                                    0                0                   0            --             --                   0             (13)         *
Cumulative effect of accounting change (1)
Net income                                           $            196   $          171    $            167          15%            17%     $            363    $        300        21%

                                                                 22%              21%                 23%                                              22%              21%
Compensation and benefits as a % of net revenues
                                                                 42%              48%                 46%                                              44%              50%
Non-compensation expenses as a % of net revenues
                                                                 22%              19%                 20%                                              21%              18%
Profit margin (2)

(1) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments
    and hedging activities associated with SFAS 133.
(2) Net income excluding cumulative effect of accounting change as a % of net revenues.
Note: ertain reclassifications have been made to prior period amounts to conform to the current presentation.
    C
                                                                                          F-5
MORGAN STANLEY DEAN WITTER & CO.
                                                                   Credit Services Income Statement Information
                                                                           (unaudited, dollars in millions)
                                                                                (Managed loan basis)

                                                                          Quarter Ended                         Percentage Change From:                 Six Months Ended            Percentage
                                                          May 31, 2002    May 31, 2001          Feb 28, 2002   May 31, 2001 Feb 28, 2002           May 31, 2002    May 31, 2001      Change

Fees:
                                                      $            552   $           512    $            541            8%              2%     $          1,093   $       1,008           8%
     Merchant and cardmember
                                                                     0                 0                   0             --              --                   0               0            --
     Servicing
                                                                     0                 0                   2             --               *                   2               0             *
Other
                                                                   552               512                 543            8%              2%                1,095           1,008           9%
     Total non-interest revenues
                                                                 1,614             1,745               1,611            (8%)             --               3,225           3,492           (8%)
Interest revenue
                                                                   480               730                 499          (34%)            (4%)                 979           1,528         (36%)
Interest expense
                                                                 1,134             1,015               1,112           12%              2%                2,246           1,964          14%
     Net interest income
                                                                   812               625                 832           30%             (2%)               1,644           1,210          36%
Provision for consumer loan losses
                                                                   322               390                 280          (17%)           15%                   602             754         (20%)
     Net credit income
                                                                   874               902                 823           (3%)             6%                1,697           1,762          (4%)
      Net revenues
                                                                   192               189                 188             2%              2%                 380             377           1%
Compensation and benefits
                                                                    16                15                  14             7%            14%                   30              31          (3%)
Occupancy and equipment
                                                                    90                93                  79            (3%)           14%                  169             179          (6%)
Information processing and communications
                                                                   102               163                 119          (37%)           (14%)                 221             345         (36%)
Marketing and business development
                                                                    57                52                  49           10%             16%                  106             108          (2%)
Professional services
                                                                   105               111                 119            (5%)          (12%)                 224             212           6%
Other
                                                                   562               623                 568          (10%)             (1%)              1,130           1,252         (10%)
     Total non-interest expenses
Income before taxes and cumulative
                                                                   312               279                 255           12%            22%                   567             510          11%
         effect of accounting change
Income tax expense                                                 116               108                  88            7%            32%                   204             197           4%
Income before cumulative effect
                                                                   196               171                 167           15%            17%                   363             313          16%
        of accounting change
                                                                     0                 0                   0             --             --                    0              (13)          *
Cumulative effect of accounting change (1)
Net income                                            $            196   $           171    $            167           15%            17%      $            363   $         300          21%

                                                                  22%                21%                23%                                                 22%            21%
Compensation and benefits as a % of net revenues
                                                                  42%                48%                46%                                                 44%            50%
Non-compensation expenses as a % of net revenues
                                                                  22%                19%                20%                                                 21%            18%
Profit margin (2)

(1)  Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments
     and hedging activities associated with SFAS 133.
(2) Net income excluding cumulative effect of accounting change as a % of net revenues.
Note:Certain reclassifications have been made to prior period amounts to conform to the current presentation.
                                                                                             F-6
MORGAN STANLEY DEAN WITTER & CO.
                                                                          Financial Information and Statistical Data
                                                                                         (unaudited)
                                                                                  Quarter Ended                        Percentage Change From:        Six Months Ended          Percentage
                                                                May 31, 2002      May 31, 2001       Feb 28, 2002      May 31, 2001 Feb 28, 2002 May 31, 2002    May 31, 2001    Change
Morgan Stanley
Total assets (millions)                                     $         548,000     $     497,000     $      492,000           10%            11%
Period end common shares outstanding (millions)                        1,097.1           1,110.1            1,101.2           (1%)             --
Book value per common share                                 $            19.39    $        17.54    $         18.97          11%              2%
Shareholders' equity (millions) (1)                         $           22,486    $       20,419    $        22,102          10%              2%
Total capital (millions) (2)                                $           67,690    $       61,274    $        61,042          10%            11%
Worldwide employees                                                     58,538            62,909             59,875           (7%)           (2%)
SECURITIES
     Advisory revenue (millions)                            $             250     $          291    $          292           (14%)         (14%)    $    542    $         741       (27%)
     Underwriting revenue (millions)                        $             397     $          534    $          383           (26%)           4%     $    780    $       1,046       (25%)
Institutional Securities
     Sales and trading net revenue (millions) (3)
          Equity                                            $             953     $        1,263    $          931           (25%)           2%     $   1,884   $       2,759       (32%)
          Fixed income                                      $             845     $        1,233    $        1,104           (31%)         (23%)    $   1,949   $       2,270       (14%)
     Mergers and acquisitions announced transactions (4)
          Morgan Stanley global market volume (billions)    $             85.4    $        185.4    $          36.0
          Rank                                                               3                 2                  5
     Worldwide equity and related issues (4)
          Morgan Stanley global market volume (billions)    $             11.3    $         25.8    $           6.1
          Rank                                                               5                 3                  5
Individual Investor Group
     Net revenue (millions)                                 $           1,037     $        1,145    $        1,006            (9%)            3%    $   2,043   $       2,344       (13%)
     Global financial advisors                                         13,707             14,256            14,115            (4%)           (3%)
     Total client assets (billions)                         $             570     $          634    $          588           (10%)           (3%)
     Fee-based client account assets (billions) (5)         $             111     $          117    $          111            (5%)             --
INVESTMENT MANAGEMENT ($ billions)
Assets under management or supervision
Products offered primarily to individuals
     Mutual funds
          Equity                                            $              80     $           94    $           81           (15%)           (1%)
          Fixed income                                                     35                 41                36           (15%)           (3%)
          Money markets                                                    61                 63                64            (3%)           (5%)
          Total mutual funds                                              176                198               181           (11%)           (3%)
     ICS Assets                                                            32                 32                30              --            7%
     Separate accounts, unit trust and other arrangements                  61                 73                62           (16%)           (2%)
                                                                          269                303               273           (11%)           (1%)
     Sub-total Individual
Products offered primarily to institutional clients
     Mutual funds                                                          37                 39                37            (5%)            --
     Separate accounts, pooled vehicle and other arrangements             145                145               142              --           2%
                                                                          182                184               179            (1%)           2%
     Sub-total Institutional
Total assets under management or supervision                $             451     $          487    $          452            (7%)            --
(1) Includes preferred and common equity and preferred securities issued by subsidiaries.
(2) Includes preferred and common equity, preferred securities issued by subsidiaries, capital units and non-current portion of long-term debt.
(3) Includes principal trading, commissions and net interest revenue.
(4) Source: Thomson Financial Securities Data - January 1 to June 4, 2002.
(5) Represents the amount of assets in client accounts where the basis of payment for services is a fee calculated on those assets.
Note: ertain reclassifications have been made to prior period amounts to conform to the current presentation.
    C
                                                                                               F-7
MORGAN STANLEY DEAN WITTER & CO.
                                                                         Financial Information and Statistical Data
                                                                             (unaudited, dollars in millions)

                                                                                     Quarter Ended                        Percentage Change From:                Six Months Ended          Percentage
                                                                   May 31, 2002         May 31, 2001       Feb 28, 2002   May 31, 2001 Feb 28, 2002       May 31, 2002      May 31, 2001    Change


CREDIT SERVICES

Owned credit card loans
                                                                  $       20,224    $         20,909   $         20,554        (3%)         (2%)      $         20,224    $       20,909        (3%)
   Period end
                                                                  $       20,747    $         21,301   $         20,972        (3%)         (1%)      $         20,858    $       21,426        (3%)
   Average

Managed credit card loans (1)
                                                                  $       49,377    $         50,227   $         49,569         (2%)          --      $         49,377    $       50,227         (2%)
   Period end
                                                                  $       49,379    $         49,658   $         50,396         (1%)        (2%)      $         49,882    $       49,468          1%
   Average
                                                                         12.64%              13.34%             12.63%       (70 bp)       1 bp                12.63%            13.50%       (87 bp)
   Interest yield
                                                                           8.72%               7.49%              8.61%     123 bp        11 bp                  8.66%             7.30%     136 bp
   Interest spread
                                                                           6.30%               4.98%              6.49%     132 bp       (19 bp)                 6.40%             4.88%     152 bp
   Net charge-off rate
                                                                           5.63%               5.84%              6.75%      (21 bp)    (112 bp)                 5.63%             5.84%      (21 bp)
   Delinquency rate (over 30 days)
                                                                           2.65%               2.60%              3.12%        5 bp      (47 bp)                 2.65%             2.60%        5 bp
   Delinquency rate (over 90 days)

                                                                  $         23.5    $           23.5   $           24.1          --          (3%)     $           47.6    $         47.9        (1%)
    Transaction volume (billions)
                                                                            46.2                44.7               46.0         3%             --                 46.2              44.7         3%
    Accounts (millions)
                                                                            23.4                24.3               23.8        (4%)          (1%)                 23.4              24.3        (4%)
    Active accounts (millions)
                                                                  $        2,086    $          2,052   $          2,098         2%           (1%)     $          2,092    $        2,051         2%
    Average receivables per average active account (actual $)
                                                                  $           11    $             49   $              8       (78%)         38%       $             19    $           74       (74%)
    Securitization gain




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




                                                                                                F-8

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morgan stanley Earnings Archive 2002 2nd

  • 1. Contact: Investor Relations Media Relations William Pike Ray O’Rourke 212-761-0008 212-761-4262 For Immediate Release Morgan Stanley Reports Second Quarter Net Income of $797 Million; Return on Equity of 15% 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.”
  • 2. 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. 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 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. 2 Source: Thomson Financial Securities Data – March 1 to May 31, 2002. 2
  • 3. - 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. 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 3
  • 4. had the third highest number of domestic funds receiving one of Morningstar’s two highest ratings.3 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. 3 As of May 31, 2002. 4
  • 5. 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. Access this press release on-line @www.morganstanley.com ### (See Attached Schedules) This release may contain forward-looking statements. These statements reflect management’s beliefs and expectations, and are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of the risks and uncertainties that may affect the Company’s future results, please see “Certain Factors Affecting Results of Operations” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Competition and Regulation” under each of “Securities,” “Investment Management” and “Credit Services” in Part I, Item 1 in the Company’s 2001 Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Reports on Form 10-Q for fiscal 2002. 5
  • 6. MORGAN STANLEY DEAN WITTER & CO. Financial Summary (unaudited, dollars in millions) Quarter Ended Percentage Change From: Six Months Ended Percentage May 31, 2002 May 31, 2001 Feb 28, 2002 May 31, 2001 Feb 28, 2002 May 31, 2002 May 31, 2001 Change Net revenues Securities $ 3,487 $ 4,427 $ 3,831 (21%) (9%) $ 7,318 $ 9,175 (20%) Investment Management 604 639 605 (5%) -- 1,209 1,327 (9%) Credit Services 874 902 823 (3%) 6% 1,697 1,762 (4%) Consolidated net revenues $ 4,965 $ 5,968 $ 5,259 (17%) (6%) $ 10,224 $ 12,264 (17%) Net income Securities $ 460 $ 632 $ 539 (27%) (15%) $ 999 $ 1,412 (29%) Investment Management 141 127 142 11% (1%) 283 280 1% Credit Services 196 171 167 15% 17% 363 313 16% Income before cumulative effect of accounting change 797 930 848 (14%) (6%) 1,645 2,005 (18%) 0 0 0 -- -- 0 (59) * Cumulative effect of accounting change (1) Consolidated net income $ 797 $ 930 $ 848 (14%) (6%) $ 1,645 $ 1,946 (15%) Preferred stock dividend requirements $ 0 $ 9 $ 0 * -- $ 0 $ 18 * Earnings applicable to common shares $ 797 $ 921 $ 848 (13%) (6%) $ 1,645 $ 1,928 (15%) Basic earnings per common share Income before cumulative effect of accounting change $ 0.73 $ 0.85 $ 0.78 (14%) (6%) $ 1.52 $ 1.83 (17%) Cumulative effect of accounting change $ 0.00 $ 0.00 $ 0.00 -- -- $ 0.00 $ (0.05) * Net income $ 0.73 $ 0.85 $ 0.78 (14%) (6%) $ 1.52 $ 1.78 (15%) Diluted earnings per common share Income before cumulative effect of accounting change $ 0.72 $ 0.82 $ 0.76 (12%) (5%) $ 1.48 $ 1.76 (16%) Cumulative effect of accounting change $ 0.00 $ 0.00 $ 0.00 -- -- $ 0.00 $ (0.05) * Net income $ 0.72 $ 0.82 $ 0.76 (12%) (5%) $ 1.48 $ 1.71 (13%) Average common shares outstanding Basic 1,084,993,202 1,085,305,558 1,082,380,245 1,084,223,242 1,087,205,706 Diluted 1,113,949,482 1,120,687,197 1,112,959,092 1,113,925,043 1,127,129,224 Period end common shares outstanding 1,097,109,821 1,110,061,470 1,101,194,353 1,097,109,821 1,110,061,470 Return on common equity (2) 15.1% 19.1% 16.4% 15.7% 20.8% (1) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments and hedging activities associated with SFAS 133. (2) Excludes the cumulative effect of accounting change. Note: ertain reclassifications have been made to prior period amounts to conform to the current presentation. C F-1
  • 7. MORGAN STANLEY DEAN WITTER & CO. Consolidated Income Statement Information (unaudited, dollars in millions) Quarter Ended Percentage Change From: Six Months Ended Percentage May 31, 2002 May 31, 2001 Feb 28, 2002 May 31, 2001 Feb 28, 2002 May 31, 2002 May 31, 2001 Change $ 655 $ 840 $ 684 (22%) (4%) $ 1,339 $ 1,821 (26%) Investment banking Principal transactions: 704 2,070 1,122 (66%) (37%) 1,826 3,755 (51%) Trading (16) (107) 33 85% (148%) 17 (153) 111% Investments 900 838 777 7% 16% 1,677 1,689 (1%) Commissions Fees: 1,054 1,074 1,016 (2%) 4% 2,070 2,183 (5%) Asset management, distribution and administration 359 325 341 10% 5% 700 638 10% Merchant and cardmember 511 476 541 7% (6%) 1,052 903 17% Servicing 3,874 6,950 3,832 (44%) 1% 7,706 14,186 (46%) Interest and dividends 108 139 194 (22%) (44%) 302 264 14% Other 8,149 12,605 8,540 (35%) (5%) 16,689 25,286 (34%) Total revenues 2,844 6,406 2,936 (56%) (3%) 5,780 12,578 (54%) Interest expense 340 231 345 47% (1%) 685 444 54% Provision for consumer loan losses 4,965 5,968 5,259 (17%) (6%) 10,224 12,264 (17%) Net revenues 2,234 2,732 2,488 (18%) (10%) 4,722 5,571 (15%) Compensation and benefits 210 230 200 (9%) 5% 410 448 (8%) Occupancy and equipment 176 177 179 (1%) (2%) 355 344 3% Brokerage, clearing and exchange fees 335 368 320 (9%) 5% 655 720 (9%) Information processing and communications 259 331 251 (22%) 3% 510 697 (27%) Marketing and business development 250 336 225 (26%) 11% 475 670 (29%) Professional services 254 322 249 (21%) 2% 503 642 (22%) Other 3,718 4,496 3,912 (17%) (5%) 7,630 9,092 (16%) Total non-interest expenses Income before taxes, dividends on pref. sec. 1,247 1,472 1,347 (15%) (7%) 2,594 3,172 (18%) and cumulative effect of accounting change 428 535 477 (20%) (10%) 905 1,153 (22%) Income tax expense 22 7 22 214% -- 44 14 214% Div. on pref. sec. subject to mandatory redemption Income before cumulative effect 797 930 848 (14%) (6%) 1,645 2,005 (18%) of accounting change 0 0 0 -- -- 0 (59) * Cumulative effect of accounting change (1) Net income $ 797 $ 930 $ 848 (14%) (6%) $ 1,645 $ 1,946 (15%) Preferred stock dividend requirements $ 0 $ 9 $ 0 * -- $ 0 $ 18 * Earnings applicable to common shares $ 797 $ 921 $ 848 (13%) (6%) $ 1,645 $ 1,928 (15%) 45% 46% 47% 46% 45% Compensation and benefits as a % of net revenues (1) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments and hedging activities associated with SFAS 133. Note: ertain reclassifications have been made to prior period amounts to conform to the current presentation. C F-2
  • 8. MORGAN STANLEY DEAN WITTER & CO. Securities Income Statement Information (unaudited, dollars in millions) Quarter Ended Percentage Change From: Six Months Ended Percentage May 31, 2002 May 31, 2001 Feb 28, 2002 May 31, 2001 Feb 28, 2002 May 31, 2002 May 31, 2001 Change $ 647 $ 825 $ 675 (22%) (4%) $ 1,322 $ 1,787 (26%) Investment banking Principal transactions: 704 2,070 1,122 (66%) (37%) 1,826 3,755 (51%) Trading (17) (106) 32 84% (153%) 15 (153) 110% Investments 888 829 766 7% 16% 1,654 1,668 (1%) Commissions 478 476 457 -- 5% 935 962 (3%) Asset management, distribution and administration fees 3,266 6,279 3,271 (48%) -- 6,537 12,819 (49%) Interest and dividends 107 135 174 (21%) (39%) 281 249 13% Other 6,073 10,508 6,497 (42%) (7%) 12,570 21,087 (40%) Total revenues 2,586 6,081 2,666 (57%) (3%) 5,252 11,912 (56%) Interest expense 3,487 4,427 3,831 (21%) (9%) 7,318 9,175 (20%) Net revenues 1,872 2,346 2,121 (20%) (12%) 3,993 4,788 (17%) Compensation and benefits 175 191 167 (8%) 5% 342 368 (7%) Occupancy and equipment 119 127 126 (6%) (6%) 245 244 -- Brokerage, clearing and exchange fees 220 250 219 (12%) -- 439 492 (11%) Information processing and communications 125 126 103 (1%) 21% 228 275 (17%) Marketing and business development 144 225 126 (36%) 14% 270 448 (40%) Professional services 124 185 111 (33%) 12% 235 369 (36%) Other 2,779 3,450 2,973 (19%) (7%) 5,752 6,984 (18%) Total non-interest expenses Income before taxes, dividends on pref. sec. 708 977 858 (28%) (17%) 1,566 2,191 (29%) and cumulative effect of accounting change 226 338 297 (33%) (24%) 523 765 (32%) Income tax expense 22 7 22 214% -- 44 14 214% Div. on pref. sec. subject to mandatory redemption Income before cumulative effect 460 632 539 (27%) (15%) 999 1,412 (29%) of accounting change 0 0 0 -- -- 0 (46) * Cumulative effect of accounting change (1) Net income $ 460 $ 632 $ 539 (27%) (15%) $ 999 $ 1,366 (27%) 54% 53% 55% 55% 52% Compensation and benefits as a % of net revenues 26% 25% 22% 24% 24% Non-compensation expenses as a % of net revenues 13% 14% 14% 14% 15% Profit margin (2) (1) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments and hedging activities associated with SFAS 133. (2) Net income excluding cumulative effect of accounting change as a % of net revenues. Note: ertain reclassifications have been made to prior period amounts to conform to the current presentation. C F-3
  • 9. MORGAN STANLEY DEAN WITTER & CO. Investment Management Income Statement Information (unaudited, dollars in millions) Quarter Ended Percentage Change From: Six Months Ended Percentage May 31, 2002 May 31, 2001 Feb 28, 2002 May 31, 2001 Feb 28, 2002 May 31, 2002 May 31, 2001 Change $ 8 $ 15 $ 9 (47%) (11%) $ 17 $ 34 (50%) Investment banking Principal transactions: 1 (1) 1 200% -- 2 0 * Investments 12 9 11 33% 9% 23 21 10% Commissions 576 598 559 (4%) 3% 1,135 1,221 (7%) Asset management, distribution and administration fees 6 17 8 (65%) (25%) 14 41 (66%) Interest and dividends 1 4 18 (75%) (94%) 19 15 27% Other 604 642 606 (6%) -- 1,210 1,332 (9%) Total revenues 0 3 1 * * 1 5 (80%) Interest expense 604 639 605 (5%) -- 1,209 1,327 (9%) Net revenues 170 197 179 (14%) (5%) 349 406 (14%) Compensation and benefits 19 24 19 (21%) -- 38 49 (22%) Occupancy and equipment 57 50 53 14% 8% 110 100 10% Brokerage, clearing and exchange fees 25 25 22 -- 14% 47 49 (4%) Information processing and communications 32 42 29 (24%) 10% 61 77 (21%) Marketing and business development 49 59 50 (17%) (2%) 99 114 (13%) Professional services 25 26 19 (4%) 32% 44 61 (28%) Other 377 423 371 (11%) 2% 748 856 (13%) Total non-interest expenses 227 216 234 5% (3%) 461 471 (2%) Income before income taxes 86 89 92 (3%) (7%) 178 191 (7%) Income tax expense Net income $ 141 $ 127 $ 142 11% (1%) $ 283 $ 280 1% 28% 31% 30% 29% 31% Compensation and benefits as a % of net revenues 34% 35% 32% 33% 34% Non-compensation expenses as a % of net revenues 23% 20% 23% 23% 21% Profit margin (1) (1) Net income as a % of net revenues. Note: ertain reclassifications have been made to prior period amounts to conform to the current presentation. C F-4
  • 10. MORGAN STANLEY DEAN WITTER & CO. Credit Services Income Statement Information (unaudited, dollars in millions) Quarter Ended Percentage Change From: Six Months Ended Percentage May 31, 2002 May 31, 2001 Feb 28, 2002 May 31, 2001 Feb 28, 2002 May 31, 2002 May 31, 2001 Change Fees: $ 359 $ 325 $ 341 10% 5% $ 700 $ 638 10% Merchant and cardmember 511 476 541 7% (6%) 1,052 903 17% Servicing 0 0 2 -- * 2 0 * Other 870 801 884 9% (2%) 1,754 1,541 14% Total non-interest revenues 602 654 553 (8%) 9% 1,155 1,326 (13%) Interest revenue 258 322 269 (20%) (4%) 527 661 (20%) Interest expense 344 332 284 4% 21% 628 665 (6%) Net interest income 340 231 345 47% (1%) 685 444 54% Provision for consumer loan losses 4 101 (61) (96%) 107% (57) 221 (126%) Net credit income 874 902 823 (3%) 6% 1,697 1,762 (4%) Net revenues 192 189 188 2% 2% 380 377 1% Compensation and benefits 16 15 14 7% 14% 30 31 (3%) Occupancy and equipment 90 93 79 (3%) 14% 169 179 (6%) Information processing and communications 102 163 119 (37%) (14%) 221 345 (36%) Marketing and business development 57 52 49 10% 16% 106 108 (2%) Professional services 105 111 119 (5%) (12%) 224 212 6% Other 562 623 568 (10%) (1%) 1,130 1,252 (10%) Total non-interest expenses Income before taxes and cumulative 312 279 255 12% 22% 567 510 11% effect of accounting change 116 108 88 7% 32% 204 197 4% Income tax expense Income before cumulative effect 196 171 167 15% 17% 363 313 16% of accounting change 0 0 0 -- -- 0 (13) * Cumulative effect of accounting change (1) Net income $ 196 $ 171 $ 167 15% 17% $ 363 $ 300 21% 22% 21% 23% 22% 21% Compensation and benefits as a % of net revenues 42% 48% 46% 44% 50% Non-compensation expenses as a % of net revenues 22% 19% 20% 21% 18% Profit margin (2) (1) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments and hedging activities associated with SFAS 133. (2) Net income excluding cumulative effect of accounting change as a % of net revenues. Note: ertain reclassifications have been made to prior period amounts to conform to the current presentation. C F-5
  • 11. MORGAN STANLEY DEAN WITTER & CO. Credit Services Income Statement Information (unaudited, dollars in millions) (Managed loan basis) Quarter Ended Percentage Change From: Six Months Ended Percentage May 31, 2002 May 31, 2001 Feb 28, 2002 May 31, 2001 Feb 28, 2002 May 31, 2002 May 31, 2001 Change Fees: $ 552 $ 512 $ 541 8% 2% $ 1,093 $ 1,008 8% Merchant and cardmember 0 0 0 -- -- 0 0 -- Servicing 0 0 2 -- * 2 0 * Other 552 512 543 8% 2% 1,095 1,008 9% Total non-interest revenues 1,614 1,745 1,611 (8%) -- 3,225 3,492 (8%) Interest revenue 480 730 499 (34%) (4%) 979 1,528 (36%) Interest expense 1,134 1,015 1,112 12% 2% 2,246 1,964 14% Net interest income 812 625 832 30% (2%) 1,644 1,210 36% Provision for consumer loan losses 322 390 280 (17%) 15% 602 754 (20%) Net credit income 874 902 823 (3%) 6% 1,697 1,762 (4%) Net revenues 192 189 188 2% 2% 380 377 1% Compensation and benefits 16 15 14 7% 14% 30 31 (3%) Occupancy and equipment 90 93 79 (3%) 14% 169 179 (6%) Information processing and communications 102 163 119 (37%) (14%) 221 345 (36%) Marketing and business development 57 52 49 10% 16% 106 108 (2%) Professional services 105 111 119 (5%) (12%) 224 212 6% Other 562 623 568 (10%) (1%) 1,130 1,252 (10%) Total non-interest expenses Income before taxes and cumulative 312 279 255 12% 22% 567 510 11% effect of accounting change Income tax expense 116 108 88 7% 32% 204 197 4% Income before cumulative effect 196 171 167 15% 17% 363 313 16% of accounting change 0 0 0 -- -- 0 (13) * Cumulative effect of accounting change (1) Net income $ 196 $ 171 $ 167 15% 17% $ 363 $ 300 21% 22% 21% 23% 22% 21% Compensation and benefits as a % of net revenues 42% 48% 46% 44% 50% Non-compensation expenses as a % of net revenues 22% 19% 20% 21% 18% Profit margin (2) (1) Represents the effects of an accounting change adopted in the first quarter of fiscal 2001 with respect to the accounting for derivative instruments and hedging activities associated with SFAS 133. (2) Net income excluding cumulative effect of accounting change as a % of net revenues. Note:Certain reclassifications have been made to prior period amounts to conform to the current presentation. F-6
  • 12. MORGAN STANLEY DEAN WITTER & CO. Financial Information and Statistical Data (unaudited) Quarter Ended Percentage Change From: Six Months Ended Percentage May 31, 2002 May 31, 2001 Feb 28, 2002 May 31, 2001 Feb 28, 2002 May 31, 2002 May 31, 2001 Change Morgan Stanley Total assets (millions) $ 548,000 $ 497,000 $ 492,000 10% 11% Period end common shares outstanding (millions) 1,097.1 1,110.1 1,101.2 (1%) -- Book value per common share $ 19.39 $ 17.54 $ 18.97 11% 2% Shareholders' equity (millions) (1) $ 22,486 $ 20,419 $ 22,102 10% 2% Total capital (millions) (2) $ 67,690 $ 61,274 $ 61,042 10% 11% Worldwide employees 58,538 62,909 59,875 (7%) (2%) SECURITIES Advisory revenue (millions) $ 250 $ 291 $ 292 (14%) (14%) $ 542 $ 741 (27%) Underwriting revenue (millions) $ 397 $ 534 $ 383 (26%) 4% $ 780 $ 1,046 (25%) Institutional Securities Sales and trading net revenue (millions) (3) Equity $ 953 $ 1,263 $ 931 (25%) 2% $ 1,884 $ 2,759 (32%) Fixed income $ 845 $ 1,233 $ 1,104 (31%) (23%) $ 1,949 $ 2,270 (14%) Mergers and acquisitions announced transactions (4) Morgan Stanley global market volume (billions) $ 85.4 $ 185.4 $ 36.0 Rank 3 2 5 Worldwide equity and related issues (4) Morgan Stanley global market volume (billions) $ 11.3 $ 25.8 $ 6.1 Rank 5 3 5 Individual Investor Group Net revenue (millions) $ 1,037 $ 1,145 $ 1,006 (9%) 3% $ 2,043 $ 2,344 (13%) Global financial advisors 13,707 14,256 14,115 (4%) (3%) Total client assets (billions) $ 570 $ 634 $ 588 (10%) (3%) Fee-based client account assets (billions) (5) $ 111 $ 117 $ 111 (5%) -- INVESTMENT MANAGEMENT ($ billions) Assets under management or supervision Products offered primarily to individuals Mutual funds Equity $ 80 $ 94 $ 81 (15%) (1%) Fixed income 35 41 36 (15%) (3%) Money markets 61 63 64 (3%) (5%) Total mutual funds 176 198 181 (11%) (3%) ICS Assets 32 32 30 -- 7% Separate accounts, unit trust and other arrangements 61 73 62 (16%) (2%) 269 303 273 (11%) (1%) Sub-total Individual Products offered primarily to institutional clients Mutual funds 37 39 37 (5%) -- Separate accounts, pooled vehicle and other arrangements 145 145 142 -- 2% 182 184 179 (1%) 2% Sub-total Institutional Total assets under management or supervision $ 451 $ 487 $ 452 (7%) -- (1) Includes preferred and common equity and preferred securities issued by subsidiaries. (2) Includes preferred and common equity, preferred securities issued by subsidiaries, capital units and non-current portion of long-term debt. (3) Includes principal trading, commissions and net interest revenue. (4) Source: Thomson Financial Securities Data - January 1 to June 4, 2002. (5) Represents the amount of assets in client accounts where the basis of payment for services is a fee calculated on those assets. Note: ertain reclassifications have been made to prior period amounts to conform to the current presentation. C F-7
  • 13. MORGAN STANLEY DEAN WITTER & CO. Financial Information and Statistical Data (unaudited, dollars in millions) Quarter Ended Percentage Change From: Six Months Ended Percentage May 31, 2002 May 31, 2001 Feb 28, 2002 May 31, 2001 Feb 28, 2002 May 31, 2002 May 31, 2001 Change CREDIT SERVICES Owned credit card loans $ 20,224 $ 20,909 $ 20,554 (3%) (2%) $ 20,224 $ 20,909 (3%) Period end $ 20,747 $ 21,301 $ 20,972 (3%) (1%) $ 20,858 $ 21,426 (3%) Average Managed credit card loans (1) $ 49,377 $ 50,227 $ 49,569 (2%) -- $ 49,377 $ 50,227 (2%) Period end $ 49,379 $ 49,658 $ 50,396 (1%) (2%) $ 49,882 $ 49,468 1% Average 12.64% 13.34% 12.63% (70 bp) 1 bp 12.63% 13.50% (87 bp) Interest yield 8.72% 7.49% 8.61% 123 bp 11 bp 8.66% 7.30% 136 bp Interest spread 6.30% 4.98% 6.49% 132 bp (19 bp) 6.40% 4.88% 152 bp Net charge-off rate 5.63% 5.84% 6.75% (21 bp) (112 bp) 5.63% 5.84% (21 bp) Delinquency rate (over 30 days) 2.65% 2.60% 3.12% 5 bp (47 bp) 2.65% 2.60% 5 bp Delinquency rate (over 90 days) $ 23.5 $ 23.5 $ 24.1 -- (3%) $ 47.6 $ 47.9 (1%) Transaction volume (billions) 46.2 44.7 46.0 3% -- 46.2 44.7 3% Accounts (millions) 23.4 24.3 23.8 (4%) (1%) 23.4 24.3 (4%) Active accounts (millions) $ 2,086 $ 2,052 $ 2,098 2% (1%) $ 2,092 $ 2,051 2% Average receivables per average active account (actual $) $ 11 $ 49 $ 8 (78%) 38% $ 19 $ 74 (74%) Securitization gain (1) Includes owned and securitized credit card loans. Note: ertain reclassifications have been made to prior period amounts to conform to the current presentation. C F-8