Morgan Stanley
no content right of this line place content below this line no content left of this line notice place content below this line forward looking statements this communication contains forward looking statements within the meaning of the federal securities laws including section a of the securities act of as amended and section of the securities exchange act of as amended in this context forward looking statements often address expected future business and financial performance and financial condition and often contain words such as expect anticipate intend plan believe seek see will would target similar expressions and variations or negatives of these words forward looking statements by their nature address matters that are to different degrees uncertain such as statements about the consummation of the proposed transaction and the anticipated benefits thereof all such forward looking statements are subject to risks uncertainties and assumptions that could cause actual results to differ materially from those expressed in such forward looking statements important risk factors that may cause such a difference include but are not limited to i the completion of the proposed transaction on anticipated terms and timing including obtaining required regulatory approvals anticipated tax treatment unforeseen liabilities future capital expenditures revenues expenses earnings synergies economic performance indebtedness financial condition losses future prospects business and management strategies for the management expansion and growth of the combined company operations and other conditions to the completion of the acquisition including the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period the ability of morgan and to integrate the business successfully and to achieve anticipated synergies risks and costs potential litigation relating to the proposed transaction that could be instituted against morgan or their respective directors the risk that disruptions from the proposed transaction will harm morgan and business including current plans and operations the ability of morgan or to retain and hire key personnel potential adverse reactions or changes to business relationships resulting from the announcement or completion of the acquisition continued availability of capital and financing and rating agency actions legislative regulatory and economic developments potential business uncertainty including changes to existing business relationships during the pendency of the acquisition that could affect morgan and or financial performance certain restrictions during the pendency of the acquisition that may impact morgan or ability to pursue certain business opportunities or strategic transactions and severity of catastrophic events including but not limited to acts of terrorism or outbreak of war or hostilities as well as morgan or management response to any of the factors dilution caused by morgan issuance of additional shares of its common stock in connection with the proposed transaction the possibility that the transaction may be more expensive to complete than anticipated including as a result of unexpected factors or events those risks described in item a of morgan most recently filed annual report on form and subsequent reports on forms and those risks described in item a of most recently filed annual report on form and subsequent reports on forms and and those risks that will be described in the registration statement on form available from the sources indicated above these risks as well as other risks associated with the proposed acquisition will be more fully discussed in the registration statement on form that will be filed with the sec in connection with the proposed acquisition while the list of factors presented here is and the list of factors to be presented in the registration statement on form will be considered representative no such list should be considered to be a complete statement of all potential risks and uncertainties unlisted factors may present significant additional obstacles to the realization of forward looking statements consequences of material differences in results as compared with those anticipated in the forward looking statements could include among other things business disruption operational problems financial loss legal liability to third parties and similar risks any of which could have a material adverse effect on morgan or consolidated financial condition results of operations credit rating or liquidity neither morgan nor assumes any obligation to publicly provide revisions or updates to any forward looking statements whether as a result of new information future developments or otherwise should circumstances change except as otherwise required by securities and other applicable laws source and footnotes guideline no content left of this line no content right of this line | Morgan Stanley
Company
Deck Type
Sector
Industry
Deck date
October 2020
Slide
3 of 21
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no content left of this line no content right of this line place content below this line notice all such forward looking statements are subject to risks uncertainties and assumptions that could cause actual results to differ materially from those expressed in such forward looking statements important risk factors that may cause such a difference include but are not limited to i the completion of the proposed transaction on anticipated terms and timing including obtaining required stockholder and regulatory approvals anticipated tax treatment unforeseen liabilities future capital expenditures revenues expenses earnings synergies economic performance indebtedness financial condition losses future prospects business and management strategies for the management expansion and growth of the combined company operations and other conditions to the completion of the acquisition including the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period the ability of morgan and trade to integrate the business successfully and to achieve anticipated synergies risks and costs potential litigation relating to the proposed transaction that could be instituted against morgan trade or their respective directors the risk that disruptions from the proposed transaction will harm morgan and trade business including current plans and operations the ability of morgan or trade to retain and hire key personnel potential adverse reactions or changes to business relationships resulting from the announcement or completion of the acquisition continued availability of capital and financing and rating agency actions legislative regulatory and economic developments potential business uncertainty including changes to existing business relationships during the pendency of the acquisition that could affect morgan and or trade financial performance certain restrictions during the pendency of the acquisition that may impact morgan or trade ability to pursue certain business opportunities or strategic transactions and severity of catastrophic events including but not limited to acts of terrorism or outbreak of war or hostilities as well as management response to any of the factors dilution caused by morgan issuance of additional shares of its common stock in connection with the proposed transaction the possibility that the transaction may be more expensive to complete than anticipated including as a result of unexpected factors or events those risks described in item a of morgan most recently filed annual report on form and subsequent reports on forms and those risks described in item a of trade most recently filed annual report on form and subsequent reports on forms and and those risks that will be described in the proxy statement prospectus on form available from the sources indicated above these risks as well as other risks associated with the proposed acquisition will be more fully discussed in the proxy statement prospectus that will be included in the registration statement on form that will be filed with the sec in connection with the proposed acquisition while the list of factors presented here is and the list of factors to be presented in the registration statement on form will be considered representative no such list should be considered to be a complete statement of all potential risks and uncertainties unlisted factors may present significant additional obstacles to the realization of forward looking statements consequences of material differences in results as compared with those anticipated in the forward looking statements could include among other things business disruption operational problems financial loss legal liability to third parties and similar risks any of which could have a material adverse effect on morgan or trade consolidated financial condition results of operations credit rating or liquidity neither morgan nor trade assumes any obligation to publicly provide revisions or updates to any forward looking statements whether as a result of new information future developments or otherwise should circumstances change except as otherwise required by securities and other applicable laws presentation the morgan information provided herein includes certain non financial measures the definition of such measures and or the reconciliation of such measures to the comparable figures are included in this presentation or in the morgan the company annual report on form definitive proxy statement quarterly reports on form and the company current reports on form as applicable including any amendments thereto which are available on the trade information contained herein has been extracted from trade annual report on form for the year ended current report on form dated or trade investor presentation dated which is available on us place content below this line source and footnotes guideline the end notes are an integral part of this presentation see slides at the back of this presentation for information related to the financial metrics and defined terms in this presentation please note this presentation is available at no content left of this line no content right of this line | Morgan Stanley
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