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Europe Update

Morgan Stanley. Europe Update. 12 November 2002. Consumer Banking Group. Institutional Securities. Individual Investor Group. Investment Management. Consumer Banking Group International. Equity. Investment Banking. Fixed Income. Private Wealth Management.

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Europe Update

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  1. Morgan Stanley Europe Update 12 November 2002

  2. Consumer Banking Group Institutional Securities Individual Investor Group Investment Management Consumer Banking Group International Equity Investment Banking Fixed Income Private Wealth Management Institutional Investment Management Private Equity Morgan Stanley Morgan Stanley - European Overview Morgan Stanley Europe Corporate Finance Mergers, Acquisitions & Restructuring Global Capital Markets Equity Capital Debt Capital Markets Markets Securitised Products Group Real Estate Group Investment Banking Division 1

  3. Morgan Stanley Morgan Stanley’s European Presence UK (1977) France (1990) Germany (1987) Ireland (1998) Italy (1989) Luxembourg (1989) Netherlands (1997) Portugal (2000) Russia (1994) Spain (1993/1999) Sweden (1999) Switzerland (1986) Israel (2001) South Africa (1994) 2

  4. Global and European Revenues Morgan Stanley European Revenues 1996 and 2001 1996 2001 Europe 18% Europe 12% Global Revenues $12,023MM European Revenues $1,429MM Global Revenues $21,896MM European Revenues $3,986MM Source Morgan Stanley 10-K Filings and Morgan Stanley 3

  5. Market Conditions 2002 vs. 2001(1) % Change in US$ Volume Morgan Stanley European Market Conditions • Equity Underwriting • Announced M&A Volume 28% 26% • Debt Underwriting • Completed M&A Volume 29% 30% Source Thomson Financial Securities Data • Note • 1 January to 31 October 4

  6. Dollar Volume(1) $ Bn Morgan Stanley The M&A Cycle: European Announced Transactions (2) Source Thomson Financial • Notes • Includes announced transactions, each with an aggregate value of $100 MM or more. Includes transactions with estimated values. Excludes terminated transactions. Future terminations of pending transactions will reduce totals shown • As of 31 October 2002 5

  7. Transaction Volume by Industry(1) % Transaction Volume by Region(1) % Morgan Stanley European M&A Activity (2) (2) (3) (3) Source Thomson Financial Source Thomson Financial • Notes • Includes announced transactions each with an aggregate value of $100 MM. As of 31 October 2002 • GIG includes Aerospace, Automotive, Building Prods/Construction, Metal/Mining, Transportation • Includes - Biotech/Chemicals/Healthcare, Consumer Prods, Retail/Wholesale, Casino/Gaming/Entertainment, Business Svcs, Textiles 6

  8. Mergers and Acquisitions Completed - ‘02 YTD(1) $ Bn Announced European Transactions - ‘02 YTD(1) $ Bn Morgan Stanley Goldman Sachs JP Morgan Deutsche Bank Merrill Lynch Rothschild Citigroup/ SSB CSFB UBS Warburg Lehman Brothers UBS Warburg Morgan Stanley JP Morgan Deutsche Bank CSFB Citigroup/ SSB Merrill Lynch Lazard Lehman Rothschild MarketShare (%) 29.5 25.2 23.2 22.1 18.6 18.3 17.5 16.8 16.7 13.9 MarketShare (%) 21.4 20.4 19.7 18.7 18.3 18.0 17.8 16.7 16.7 16.4 Morgan Stanley European M&A Activity (cont’d) Source Thomson Financial Source Thomson Financial • Note • 2002 YTD data reflects transactions announced from January 1 through 31 October 2002 7

  9. Debt Issuance by Sector $US Bn Government Yields (%) Corporate Absolute Yields (%) Morgan Stanley Bond Market Environment Source Bloomberg Source Capital Bondware Source Bloomberg • Note • 2002 YTD data reflects transactions announced from 1 January through 31 October 2002 8

  10. Morgan Stanley Corporate Issuance - 1999-2002 YTD Corporate Issuance(1) Bn Source Capital Bondware Note 1. As of 7 November 2002 9

  11. Rating Distribution in Euros (%) Rating Distribution in Sterling (%) Rating Distribution in USD (%) Morgan Stanley Corporate Issuance - 2001-2002 YTD(1) 2001 2001 2001 2002 YTD 2002 YTD 2002 YTD Source Capital Bondware Source Capital Bondware Source Thomson Financial Note 1. As of 31 October 2002 10

  12. European ABS Issuance: 1996-2002 YTD $ Bn Morgan Stanley European Securitisation Market (1) Source Morgan Stanley Research Note 1. As of 31 October 2002 11

  13. European ABS Issuance by Asset Class % European ABS Issuance by Country % Morgan Stanley European Securitisation Issuance 2001 2001 2002 YTD(1) 2002 YTD(1) Source Morgan Stanley Research Source Morgan Stanley Research Note 1. As of 31 October 2002 12

  14. Global Issues 1996-2002 YTD(1) US$ Bn European Issues 1996-2002 YTD(1) US$ Bn Morgan Stanley Global High Yield Market Trends European as a % of Total: Non-USD Issues as a % of Total: 8.4% 5.5% 5.2% 11.0% 17.4% 26.6% 8.7% 67.1% 3.4% 27.8% 31.4% 52.5% 66.4% 90.3% Source Morgan Stanley Database Source Morgan Stanley Database • Note • As of 31 October 2002 13

  15. European Equity Traded Volumes $ Bn Morgan Stanley Equity Secondary Trading Volumes Source Data provided directly from exchanges and Morgan Stanley estimates • Note • As of 31 October 2002 14

  16. Morgan Stanley Institutional Securities Trading Volume and Costs Indexed, Europe Morgan Stanley Efficiency Gains in Securities Processing YTD (1) Source Morgan Stanley Note 1. External costs include Clearing and Agent Bank expenses but exclude brokerage and exchange fees 15

  17. 2001 Global Assets Under Management $ Trillion 2001 Asset Ownership by Source $ Trillion Morgan Stanley European Asset Management The European Market Opportunity Source “The Future of Asset Management in Europe”, Sept. 2002, Oliver Wyman & Co. / UBS Source “The Future of Asset Management in Europe”, Sept. 2002, Oliver Wyman & Co. / UBS 16

  18. Morgan Stanley Morgan Stanley Investment Management • Morgan Stanley SICAV (Societe d'Investissement a Capital Variable) receives 26 prestigious investment performance awards from Standard & Poor’s in 2002 • 2nd Place European Funds – larger managers over 5 years category by Standard & Poor’s • Largest foreign mutual fund manager in Italy • 3rd largest foreign fund company in Spain Amsterdam Chicago London New York Tokyo San Francisco Philadelphia Houston Mumbai Singapore • 6th largest fixed income manager in the US • Top 20 institutional manager in the US • Top 10 foreign asset manager in Japan • 1st foreign manager to be awarded Enhanced Fund Manager status Source Morgan Stanley Investment Management, Pensions & Investments, InvestorForce, Nelson Marketplace 17

  19. Global Net Investible Assets € Trillion CAGR ’00-’05E European High Net Worth Individuals(1) Morgan Stanley European Private Wealth Management 12% PWM target segments 10% 5% Number of European High Net Worth Individuals: Total: 5,187,000 Source The Boston Consulting Group, Global Wealth 2001 Source The Boston Consulting Group, Global Wealth 2001 • Note • HNW individuals defined as having $3 MM of liquid assets 18

  20. Four Key trends are crystallizing and changing the factors of success on the market Morgan Stanley European Private Wealth Management Key Market Trends Evolution of the nature of wealth Customer expectations Rules of the game Globalisation Source The Boston Consulting Group, Global Wealth 2001 19

  21. UK Overall Market Growth Cards MM/Loans £ Bn Morgan Stanley European Credit Cards Business A Large and Highly Competitive Market Source British Bankers’ Association 20

  22. Announced European M&A % of US$ Volume European Equity Issues(2) % of US$ Volume International Bond Issuance(3) % of US$ Volume European Securitization % of US$ Volume Morgan Stanley The Competitive Landscape - Europe 1997 - 2002 YTD (1) Market Share Source Thomson Financial Source Thomson Financial/IFR Source Bondware Source Euroweek and Morgan Stanley • Notes • October 31, 2002 • Includes Equity and Equity Linked issues • Includes European debt issuance excluding US market. Excludes national banks 21

  23. Morgan Stanley Vision and Values Our Culture is Our Competitive Advantage Connecting people, ideas and capital, we will be the world’s First Choice for achieving financial aspirations 6. Client Centricity 1. Integrity CoreValues 5. Team Work First Choice 2. Excellence 4. Respectfor Individualsand Cultures 3. EntrepreneurialSpirit 22

  24. “By general consensus in the investment banking community, there is something special about Morgan Stanley's London office” “…what keeps them here is a team culture, a sense that this is a meritocracy…” Fortune, Best Companies to Work for – 10 Great Companies in Europe (February 4, 2002) “…[Morgan Stanley’s] recent success has been nothing short of sensational.” “Several employees in our survey praise Morgan Stanley for being a meritocracy.” The Sunday Times, 50 Best Companies to Work for 2001 (February, 2001) Morgan Stanley Requirements for Success Importance of Culture “Despite leaner times, Morgan Stanley has been one of the most successful European banks and was the first major tenant at Canary Wharf, helping to build the area’s success.” “After September 11, hotlines and counselling sessions were used heavily. As one employee wrote: “Morgan Stanley showed its true character and strength during the tragedy.” The Sunday Times, 100 Best Companies to Work for 2002 (March, 2002) 23

  25. Morgan Stanley Awards: July 2001 - October 2002 • Recognised as one of “Europe’s Top 10 Companies to Work For” – Fortune, Europe Edition (March 2002) • Ranked 21st in the Sunday Times “100 Best Companies to Work For in the UK” – (March 2002) • Best High Grade Research Team – Credit Magazine (May 2002) and Euromoney (2002) • Best Overall Bank for Online Equities and Best Site for Equity New Issues, Equity Trading, Prime Brokerage, Analytics and Commodities – Euromoney Internet Awards (2002) • Eurobond House of the Year – IFR (Dec 2001) • Financial Bond (Senior Debt) House of the Year – IFR (Dec 2001) • European MTN House of the Year - IFR (Dec 2001) • Best Lead Manager of Supranational Bonds – Euroweek (2001) • Most Aggressive House on Bond Pricing (as voted by borrowers) –Euroweek (2001) • Most Innovative House for New Ideas, Structures & Opportunities (as voted by borrowers) – Euroweek (2001) • Best French M&A House – Euromoney (July 2002) 24

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