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This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Europe Update12 November 2002
Morgan Stanley
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Morgan Stanley - European OverviewMorgan Stanley
1
Morgan Stanley Europe
Investment Management
Institutional Investment Management
Private Equity
Individual Investor Group
Private Wealth Management
Equity Fixed Income
Institutional Securities
Investment Banking
Consumer Banking Group
Consumer Banking Group International
Investment Banking Division
Mergers, Acquisitions & Restructuring
Real Estate Group
Corporate Finance
Global Capital Markets
Equity Capital Debt CapitalMarkets Markets
Securitised Products Group
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Morgan Stanley’s European PresenceMorgan Stanley
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
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
European Revenues1996 and 2001
Morgan Stanley
3
Global and European Revenues
Europe 18%Europe 12%
1996 2001
Global Revenues $12,023MM
European Revenues $1,429MM
Global Revenues $21,896MM
European Revenues $3,986MM
Source Morgan Stanley 10-K Filings and Morgan Stanley
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
European Market ConditionsMorgan Stanley
4
Market Conditions 2002 vs. 2001(1)
% Change in US$ Volume
Announced M&A Volume
Completed M&A VolumeDebt Underwriting
Equity Underwriting
Source Thomson Financial Securities Data
29%
28%26%
30%
Note1. 1 January to 31 October
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
397
628
1,362
1,497
777
487
346
284
160128
96136
177 191
130 121
0
200
400
600
800
1,000
1,200
1,400
1,600
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002
Dollar Volume(1)
$ Bn
The M&A Cycle: European Announced Transactions
Morgan Stanley
5
Notes1. 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 shown2. As of 31 October 2002
Source Thomson Financial
(2)
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Morgan Stanley
European M&A Activity
6
Source Thomson Financial
Notes1. Includes announced transactions each with an aggregate value of $100 MM. As of 31 October 20022. GIG includes Aerospace, Automotive, Building Prods/Construction, Metal/Mining, Transportation3. Includes - Biotech/Chemicals/Healthcare, Consumer Prods, Retail/Wholesale, Casino/Gaming/Entertainment, Business Svcs, Textiles
Source Thomson Financial
(2) (3)
4 317 16
15 19
22 9
3441
6 102 2
0
20
40
60
80
100
2001 2002 YTD
Technology Communications/Media Utilities/Energy Financial InstitutionsGlobal Industries Real Estate Other
Transaction Volume by Industry(1)
%
1314
1316109
3531
2931
0
20
40
60
80
100
2001 2002 YTDFrance Germany Italy UK Other
Transaction Volume by Region(1)
%
(2) (3)
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
European M&A Activity (cont’d)Morgan Stanley
7
71
656666
717374
7881
85
0
10
20
30
40
50
60
70
80
90
UBS W J P Mor gan CSFB Mer r i l l
Lynch
Lehman
Announced European Transactions - ‘02 YTD(1)
$ Bn
76
60
128
109
10096
80 79
7273
0
20
40
60
80
100
120
140
Mor gan
Stanley
J P Mor gan Mer r i l l
Lynch
Ci tigr oup/
SSB
UBS
War bur g
Mergers and Acquisitions Completed - ‘02 YTD(1)
$ Bn
Note1. 2002 YTD data reflects transactions announced from January 1 through 31 October 2002
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
Source Thomson FinancialSource Thomson Financial
UBSWarburg
MorganStanley
JPMorgan
DeutscheBank
CSFB Citigroup/SSB
MerrillLynch
Lazard Lehman RothschildMorganStanley
GoldmanSachs
JPMorgan
DeutscheBank
MerrillLynch
Rothschild Citigroup/SSB
CSFB UBSWarburg
LehmanBrothers
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Morgan Stanley
Bond Market Environment
8
29.0 20.1 30.418.3
29.535.7
59.7
35.830.5
46.5 46.1
39.4
33.324.3
44.928.1
41.8
47.2
22.0
63.5
76.9
99.2
19.7
24.6
10.1
26.7
13.1
13.4
12.4
8.6
111.3
238.0
217.0
297.2
167.5
0
50
100
150
200
250
300
1998 1999 2000 2001 2002
Consumer Air/Auto/Ship Industrial
Energy/Oil/Gas Telecoms/IT Others
(1)
Debt Issuance by Sector$US Bn
3.5
4.0
4.5
5.0
5.5
6.0
6.5
7.0
German 10-year Govt Bond Y ield US 10-year Govt Bond Y ield
UK 10-year Govt Bond Y ield
Government Yields(%)
4.0
4.5
5.0
5.5
6.0
6.5
7.0
AA A BBB
Corporate Absolute Yields(%)
Note1. 2002 YTD data reflects transactions announced from 1 January through 31 October 2002
Source Capital Bondware Source Bloomberg
Source Bloomberg
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Morgan Stanley
Corporate Issuance - 1999-2002 YTD
27
97
99
63
94
167
111124
19
28
2024
130
190
157140
306
484
385
0
50
100
150
200
250
300
350
400
450
500
1999 2000 2001 2002YTD
310
Euros Sterling USD Others
Corporate Issuance(1)
Bn
Note1. As of 7 November 2002
9
Source Capital Bondware
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Morgan Stanley
10
Rating Distribution in Euros(%)
Source Capital Bondware
AAA19%
AA11%
A25%
BBB45%
AAA6% AA
7%
A30%
BBB56%
2001
2002 YTD
Rating Distribution in Sterling(%)
Rating Distribution in USD(%)
Source Capital Bondware Source Thomson Financial
Note1. As of 31 October 2002
AAA17%
AA17%
A35%
BBB30%
AAA14%
AA16%
A39%
BBB30%
AAA8% AA
9%
A55%
BBB28%
AAA27%
AA8%
A38%
BBB27%
2001
2002 YTD
2001
2002 YTD
Corporate Issuance - 2001-2002 YTD(1)
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
European Securitisation MarketMorgan Stanley
11
95
122
81
57
3845
28
0
20
40
60
80
100
120
140
160
180
200
1996 1997 1998 1999 2000 2001 2002 YTD
European ABS Issuance: 1996-2002 YTD$ Bn
Source Morgan Stanley Research
(1)
Note1. As of 31 October 2002
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
European Securitisation IssuanceMorgan Stanley
12
Source Morgan Stanley Research
European ABS Issuance by Country%
European ABS Issuance by Asset Class%
UK39%
Germany4%Spain
6%
Italy22%
Holland11%
France4%
Other7%
European5%
Ireland2%
20012001
RMBS40%
Autos4%
Leases3%
CLOs12%
Other17%
CMBS10%
NPLs4%
Operating Company5%
Credit Cards1%
Consumer Loans3%
Aircraft1%
Source Morgan Stanley Research
UK39%
Germany9%
Spain6%
Italy18%
Holland7%
France7%
Other3%
European10%
2002 YTD(1)
RMBS37%
Autos6%Leases
6%
CDOs15%
Other13%
CMBS11%
Operating Company5%
Credit Cards5%
Consumer Loans1%
2002 YTD(1)
Note1. As of 31 October 2002
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Global High Yield Market TrendsMorgan Stanley
4.18.014.318.115.6
6.33.7
45.3
84.3
39.5
85.9
126.1
115.7
63.3
49.5
92.3
53.9
104.0
141.7
122.0
66.9
0
20
40
60
80
100
120
140
160
1996 1997 1998 1999 2000 2001 2002YTD
European Issues Non-European Issues
Global Issues 1996-2002 YTD(1)
US$ Bn
Source Morgan Stanley Database
1.4
2.4
0.4
1.2
1.7
3.7
6.3
15.6
18.1
14.3
8.0
4.1
0.8
4.8
8.6
10.7
4.63.6
5.6
7.7
7.4
0.8
1.6
1.9
2.2
2.4
0.5
0.1
0
2
4
6
8
10
12
14
16
18
20
1996 1997 1998 1999 2000 2001 2002YTD
US$ € Issues £ Issues Others
European Issues 1996-2002 YTD(1)
US$ Bn
Source Morgan Stanley Database
5.5% 5.2% 11.0% 17.4% 26.6% 8.7%
European as a % ofTotal: 8.4% 3.4% 27.8% 31.4% 52.5% 66.4% 90.3%
Non-USDIssues as a% of Total: 67.1%
13
Note1. As of 31 October 2002
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Equity Secondary Trading VolumesMorgan Stanley
14
5,447
6,836
9,691
8,470
6,201
0
2,000
4,000
6,000
8,000
10,000
1998 1999 2000 2001 2002 YTD
0.0%
4.0%
8.0%
Total Market Treated Volume Morgan Stanley Traded Volume %
(1)
European Equity Traded Volumes$ Bn
Source Data provided directly from exchanges and Morgan Stanley estimates
Note1. As of 31 October 2002
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Efficiency Gains in Securities ProcessingMorgan Stanley
15
0
100
200
300
400
500
600
1997 1998 1999 2000 2001 2002
Gross Volumes Operations Expenses Cost per Trade Agent Bank/Clearing
Morgan Stanley Institutional Securities Trading Volume and CostsIndexed, Europe
Source Morgan Stanley
(1)
Note1. External costs include Clearing and Agent Bank expenses but exclude brokerage and exchange fees
YTD
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
European Asset ManagementThe European Market Opportunity
Morgan Stanley
16
56
15
25
0
5
10
15
20
25
30
US Europe Japan Other
2001 Global Assets Under Management $ Trillion
Source “The Future of Asset Management in Europe”, Sept. 2002, Oliver Wyman & Co. / UBS
0
1
2
3
4
5
UK & Ir
eland
Ger
man
y & A
ustri
a
Franc
e
Benelu
x
Switzer
land
Nordic
Reg
ion
Italy
Spain
& Por
tuga
l
Institutional Private banking
Retail: Life & Pensions Retail: Mutual Funds
2001 Asset Ownership by Source$ Trillion
Source “The Future of Asset Management in Europe”, Sept. 2002, Oliver Wyman & Co. / UBS
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Morgan Stanley Investment Management
Tokyo
Mumbai
Amsterdam
London
New York
Philadelphia
Houston
Chicago
Singapore
San Francisco
• 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
• Largest foreign mutual fund manager in Italy
• 3rd largest foreign fund company in Spain
17
• 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
Morgan Stanley
Source Morgan Stanley Investment Management, Pensions & Investments, InvestorForce, Nelson Marketplace
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
European Private Wealth ManagementMorgan Stanley
18
Source The Boston Consulting Group, Global Wealth 2001
2217
43
27
23
13
88
57
0
10
20
30
40
50
60
70
80
90
100
2000 2005E
< $250,000 $250,000 - 5 MM > $5 MM
Global Net Investible Assets€ Trillion CAGR ’00-’05E
12%
10%
5%
PWM target segments
Nordic6%
Italy16%
Spain9%
UK22%
Germany30%
France17%
European High Net Worth Individuals(1)
Source The Boston Consulting Group, Global Wealth 2001
Number of European High Net Worth Individuals:Total: 5,187,000
Note1. HNW individuals defined as having $3 MM of liquid assets
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Four Key trends are crystallizing and changing the factors of success on the market
European Private Wealth Management Key Market Trends
Morgan Stanley
19
Evolution of the nature of wealth
Customer expectations
Rules of the game
Globalisation
Source The Boston Consulting Group, Global Wealth 2001
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
European Credit Cards BusinessA Large and Highly Competitive Market
Morgan Stanley
20
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
1993
1994
1995
1996
1997
1998
1999
2000
2001
Cards Loans
UK Overall Market GrowthCards MM/Loans £ Bn
Source British Bankers’ Association
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
The Competitive Landscape - Europe 1997 - 2002 YTD (1) Market Share
Morgan Stanley
21
19.823.423.7
35.236.6
0
5
10
15
20
25
30
35
40
GoldmanSachs
MorganStanley
J P Morgan Merrill Lynch UBS W
Announced European M&A% of US$ Volume
Source Thomson Financial
7.67.88.09.49.9
0
2
4
6
8
10
12
GoldmanSachs
UBS W MorganStanley
Deutsche Bank Merrill Lynch
European Equity Issues(2)
% of US$ Volume
Source Thomson Financial/IFR
6.88.18.18.7
10.5
0
2
4
6
8
10
12
Deutsche Bank J P Morgan MorganStanley
Citi/SSB UBS W
International Bond Issuance(3)
% of US$ Volume
Source Bondware
6.7
8.18.48.88.9
0
1
2
3
4
5
6
7
8
9
10
Deutsche Bank MorganStanley
ABN AMRO Citi/SSB BNP Paribas
European Securitization% of US$ Volume
Source Euroweek and Morgan Stanley
Notes1. October 31, 20022. Includes Equity and Equity Linked issues3. Includes European debt issuance excluding US market. Excludes national banks
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Vision and ValuesOur Culture is Our Competitive Advantage
Morgan Stanley
22
Connecting people, ideas and capital, we will be the world’s First Choice for
achieving financial aspirations
First Choice
CoreValues
6. Client Centricity1. Integrity
3. EntrepreneurialSpirit
5. Team Work2. Excellence
4. Respectfor Individualsand Cultures
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
Requirements for SuccessImportance of Culture
Morgan Stanley
“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)
23
“…[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)
“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)
This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes and is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally given on 12 November, 2002
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