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Morgan Stanley Dean Witter & SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1998 Commission File Number 1-11758 Morgan Stanley Dean Witter & Co. (Exact name of Registrant as specified in its charter) Delaware 36-3145972 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1585 Broadway New York, N.Y. 10036 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (212) 761-4000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock, $.01 par value New York Stock Exchange Pacific Exchange Rights to Purchase Series A Junior Participating Preferred Stock New York Stock Exchange 1 3 Pacific Exchange Depositary Shares, each representing 1/4 of a share of 7 /4% Cumulative Preferred Stock, $200 stated value New York Stock Exchange Depositary Shares, each representing /4 of a share of Series A Fixed/Adjustable Rate Cumulative Preferred Stock, $200 stated value New York Stock Exchange 7.82% Capital Units; 7.80% Capital Units; 9.00% Capital Units; 8.40% Capital Units; 8.20% Capital Units; 8.03% Capital Units1 New York Stock Exchange 6% PERQSSM Due February 16, 1999; 10% PERQS Due April 15, 1999; 6% Reset PERQS Due May 15, 20002 American Stock Exchange Exchangeable Notes Due September 30, 2000; Exchangeable Notes Due July 31, 2003; Exchangeable Notes Due December 30, 2005; Exchangeable Notes Due August 15, 20063 New York Stock Exchange Exchangeable Notes Due July 29, 2005 (two issuances); Exchangeable Notes Due April 15, 20053 American Stock Exchange PEEQSSM Due May 1, 20014 American Stock Exchange 3% CPSSM Due August 8, 2000; 3% CPS Due May 17, 20005 American Stock Exchange Nikkei 225 Protection Step-Up Exchangeable Notes Due July 31, 2003 New York Stock Exchange Dow Jones Industrial Average BRIDGESSM Due April 30, 2004; Standard & Poor’s 500 BRIDGES Due 6 5 December 31, 2003; Dow Jones Euro Stoxx 50 BRIDGES Due July 30, 2004 New York Stock Exchange 5 /8% Notes Due January 20, 2004 New York Stock Exchange 1 Each Capital Unit consists of (a) a Subordinated Debenture (of the same rate) of Morgan Stanley Finance plc guaranteed by the Registrant and (b) a related purchase contract of the Registrant requiring the holder to purchase one Depositary Share representing shares (or fractional shares) of the Registrant’s Cumulative Preferred Stock (of the same rate), $200 stated value. The Capital Units and the Depositary Shares are registered on the New York Stock Exchange. 2 “Performance Equity-linked Redemption Quarterly-pay Securities.” The issue price and amount payable at maturity with respect to the PERQS are based on the share price of certain non-affiliated companies. 3 Notes which are exchangeable for equity securities of certain non-affiliated companies. 4 “Protected Exchangeable Equity-linked Securities.” Principal protected notes that are exchangeable for cash based on the value of the S&P 500 Index. 5 “Currency Protected Securities.” Currency protected notes that pay at maturity equity securities of certain non-affiliated companies or the equivalent value in cash. 6 “BRoad InDex Guarded Equity-linked Securities.” Principal protected notes that pay at maturity a cash amount based on the value of certain broad equity indices. Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES ^ NO ^ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ^ Aggregate market value of the voting stock held by non-affiliates of the Registrant at January 19, 1999 was approximately $41,925,493,769. For purposes of this information, the outstanding shares of common stock owned by (1) directors and executive officers of the Registrant and (2) certain senior officers of certain wholly-owned subsidiaries of the Registrant who are subject to certain restrictions on voting and disposition, were deemed to be shares of common stock held by affiliates. Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: As of January 19, 1999, there were 571,113,010 shares of Common Stock, $.01 par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE (1) Morgan Stanley Dean Witter & Co. 1998 Annual Report to Shareholders—Incorporated in part in Form 10-K, Parts I, II and IV. (2) Morgan Stanley Dean Witter & Co. Proxy Statement for its 1999 Annual Meeting of Stockholders—Incorporated in part in Form 10-K, Parts I and III. PART I Item 1. BUSINESS A. GENERAL Background and Overview Morgan Stanley Dean Witter & Co. (the “Company”*) is a preeminent global financial services firm that maintains leading market positions in each of its three primary businesses—securities, asset management and credit and transaction services.** The Company combines global strength in investment banking (including the origination of underwritten public offerings and mergers and acquisitions advice) and institutional sales and trading with strength in providing investment and global asset management products and services and, primarily through its Discover® Card brand, quality consumer credit products. As of November 30, 1998, the Company had the second largest financial advisor sales organization in the U.S., with 11,238 professional financial advisors and 438 securities branch offices. The Company also had one of the largest global asset management operations of any full-service securities firm, with total assets under management and supervision of $376 billion. In addition, based on its approximately 38 million general purpose credit card accounts as of November 30, 1998, the Company was the nation’s third largest credit card issuer as measured by number of accounts, with the largest proprietary merchant and cash access network in the U.S. The Company, through its subsidiaries, provides a wide range of financial and securities services on a global basis and provides credit and transaction services nationally. Its securities businesses (“Securities”) include securities underwriting, distribution and trading; merger, acquisition, restructuring, real estate, project finance and other corporate finance advisory activities; full-service brokerage services; research services; the trading of foreign exchange and commodities, as well as derivatives on a broad range of asset categories, rates and indices; and securities lending. The Company’s asset management businesses (“Asset Management”) include providing global asset management advice and services to individual and institutional investors through a variety of product lines and brand names, including Morgan Stanley Dean Witter Advisors (formerly known as Dean Witter InterCapital) (“MSDW Advisors”), Van Kampen Investments (“Van Kampen”), Morgan Stanley Dean Witter Investment Management (“MSDW Investment Management”) and Miller Anderson & Sherrerd (“MAS”); and principal investment activities. The Company’s credit and transaction services businesses (“Credit Services”) include the issuance of the Discover Card and other proprietary general purpose credit cards, the operation of the Discover/NOVUS® Network, a proprietary network of merchant and cash access locations, and direct-marketed activities such as the on-line securities services offered by Discover Brokerage Direct Inc. (“Discover Brokerage”). The Company’s products and services are provided to a large and diversified group of clients and customers, including corporations, governments, financial institutions and individuals. The Company conducts its business from its headquarters in New York City, its regional offices and branches throughout the U.S., and its principal offices in London, Tokyo, Hong Kong and other financial centers throughout the world. At November 30, 1998, the Company had 45,712 employees. None of the Company’s employees is covered by a collective bargaining agreement. The Company is a combination of Dean Witter, Discover & Co. (“Dean Witter Discover”) and Morgan Stanley Group Inc. (“Morgan Stanley”) and was formed * Unless the context otherwise requires, the term “Company” means Morgan Stanley Dean Witter & Co. and its consolidated subsidiaries. ** Certain statements contained herein, including (without limitation) certain statements made under “Legal Proceedings” in Part I, Item 3 of this Report; “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference in Part II, Item 7 of this Report (“MD&A”); and “Quantitative and Qualitative Disclosure about Market Risk” incorporated by reference in Part II, Item 7A of this Report, are forward-looking statements. The matters referred to in such statements could be affected by the risks and uncertainties involved in the Company’s businesses, including (without limitation) the effect of economic and market
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