8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): April 20, 2005

JPMORGAN CHASE & CO.

(Exact name of registrant as specified in its charter)

Delaware	1-5805	13-2624428
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

270 Park Avenue, New York, NY	10017
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 270-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-12.1: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-12.2: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
EX-99.1: EARNINGS RELEASE--2005 FIRST QUARTER RESULTS
EX-99.2: EARNINGS RELEASE FINANCIAL SUPPLEMENT-FIRST QUARTER 2005

Item 2.02. Results of Operations and Financial Condition

On April 20, 2005, JPMorgan Chase & Co. (“JPMorgan Chase”) reported 2005 first quarter net income of $2.3 billion, or $0.63 per share, compared to net income of $1.9 billion, or $0.92 per share, for the first quarter of 2004. A copy of the 2005 first quarter earnings release is attached hereto as Exhibit 99.1, and a copy of the earnings release financial supplement is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Description of Exhibit
12.1	JPMorgan Chase & Co. Computation of Ratio of Earnings to Fixed Charges
12.2	JPMorgan Chase & Co. Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements
99.1	JPMorgan Chase & Co. Earnings Release — 2005 First Quarter Results
99.2	JPMorgan Chase & Co. Earnings Release Financial Supplement — First Quarter 2005

The earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause JPMorgan Chase’s results to differ materially from those described in the forward-looking statements can be found in the 2004 Annual Report on Form 10-K of JPMorgan Chase filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s Internet site (http://www.sec.gov).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JPMORGAN CHASE & CO. (Registrant)
By:	/s/ Joseph L. Sclafani
	Joseph L. Sclafani
	Executive Vice President and Controller [Principal Accounting Officer]

Dated: April 20, 2005

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
12.1	JPMorgan Chase & Co. Computation of Ratio of Earnings to Fixed Charges
12.2	JPMorgan Chase & Co. Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements
99.1	JPMorgan Chase & Co. Earnings Release — 2005 First Quarter Results
99.2	JPMorgan Chase & Co. Earnings Release Financial Supplement — First Quarter 2005

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EX-12.1

EXHIBIT 12.1

JPMORGAN CHASE & CO.

Computation of Ratio of Earnings to Fixed Charges

Three Months Ended March 31, (in millions, except ratios)	2005
Excluding Interest on Deposits
Income before income taxes	$	3,283
Fixed charges:
Interest expense		3,422
One-third of rents, net of income from subleases (a)		89
Total fixed charges		3,511
Add: Equity in undistributed loss of affiliates		34
Earnings before taxes and fixed charges, excluding capitalized interest	$	6,828
Fixed charges, as above	$	3,511
Ratio of earnings to fixed charges		1.94
Including Interest on Deposits
Fixed charges, as above	$	3,511
Add: Interest on deposits		1,985
Total fixed charges and interest on deposits	$	5,496
Earnings before taxes and fixed charges, excluding capitalized interest, as above	$	6,828
Add: Interest on deposits		1,985
Total earnings before taxes, fixed charges and interest on deposits	$	8,813
Ratio of earnings to fixed charges		1.60

(a) The proportion deemed representative of the interest factor.

EX-12.2

EXHIBIT 12.2

JPMORGAN CHASE & CO.

Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements

Three Months Ended March 31, (in millions, except ratios)	2005
Excluding Interest on Deposits
Income before income taxes	$	3,283
Fixed charges:
Interest expense		3,422
One-third of rents, net of income from subleases (a)		89
Total fixed charges		3,511
Add: Equity in undistributed loss of affiliates		34
Earnings before taxes and fixed charges, excluding capitalized interest	$	6,828
Fixed charges, as above	$	3,511
Preferred stock dividends (pre-tax)		7
Fixed charges including preferred stock dividends	$	3,518
Ratio of earnings to fixed charges and preferred stock dividend requirements		1.94
Including Interest on Deposits
Fixed charges including preferred stock dividends, as above	$	3,518
Add: Interest on deposits		1,985
Total fixed charges including preferred stock dividends and interest on deposits	$	5,503
Earnings before taxes and fixed charges, excluding capitalized interest, as above	$	6,828
Add: Interest on deposits		1,985
Total earnings before taxes, fixed charges and interest on deposits	$	8,813
Ratio of earnings to fixed charges and preferred stock dividend requirements		1.60

(a) The proportion deemed representative of the interest factor.

EX-99.1

Exhibit 99.1

JPMorgan Chase & Co.
270 Park Avenue, New York, NY 10017-2070
NYSE symbol: JPM

www.jpmorganchase.com

News release: IMMEDIATE RELEASE

JPMORGAN CHASE REPORTS 2005 FIRST-QUARTER NET INCOME OF $2.3 BILLION
AFTER LITIGATION CHARGE OF $558 MILLION AND MERGER CHARGE OF $90 MILLION

•   REPORTED EARNINGS of $0.63 per share and OPERATING EARNINGS of $0.81 per share⁽¹⁾

•   INVESTMENT BANK trading revenues rebound to $2.2 billion

•   RETAIL, CARD, TSS and AWM show revenue and earnings growth

•   Significant items include (after-tax):

-   $505 million gain in Private Equity

-   $243 million reduction in wholesale allowance

-   $(544) million loss in Treasury portfolio

•   $1.3 billion of stock repurchases; capital ratios strong, with Tier 1 ratio of 8.6% (est.)

New York, April 20, 2005 – JPMorgan Chase & Co. (NYSE: JPM) today reported 2005 first-quarter net income of $2.3 billion, or $0.63 per share, compared to net income of $1.9 billion, or $0.92 per share, for the first quarter of 2004. Current period results include a $558 million (after-tax) litigation charge, or $0.15 per share, and $90 million (after-tax) of merger charges, or $0.03 per share, reflecting the merger with Bank One Corporation completed on July 1, 2004. Excluding these charges, operating earnings would have been $2.9 billion, or $0.81 per share. Prior-year reported results do not include Bank One. Refer to the “Merger and other financial information” section of this press release for additional information concerning the merger.

William B. Harrison, Jr., Chairman and Chief Executive Officer, commented, “Results for the first quarter showed marked improvement from the fourth quarter. Given the organizational changes in the Investment Bank last year, we were especially pleased to see the rebound in trading results from the fourth quarter, accompanied with continued strength in investment banking fees. Business momentum over the last year was also evident in Retail Financial Services, Card, Treasury & Securities Services and Asset & Wealth Management, with each business achieving double-digit earnings growth.” Mr. Harrison, commenting on the litigation charge, said, “We made the decision to settle the WorldCom litigation, which resulted in an additional litigation charge this quarter. We felt this decision was in the best interests of the firm and our shareholders.”

James Dimon, President and Chief Operating Officer, said, “The strong operating results this quarter provide a window into the potential of our franchise. We remain focused on achieving efficiencies to help fund investment spending, executing our business growth strategies and implementing the complex systems conversions. We are also gratified that we have maintained momentum in virtually all of our businesses.”

Investor Contact: Ann Borowiec	Media Contact: Joe Evangelisti
(212) 270-7318	(212) 270-7438

JPMorgan Chase & Co.
News Release

In the discussion of the business segments below, information is presented on an operating basis. Operating basis excludes the after-tax impact of litigation charges taken in the second quarter of 2004 and first quarter of 2005, merger costs and conformance of accounting policies. In the case of Card Services, operating basis also excludes the impact of credit card securitizations. In addition revenues are shown on a tax equivalent basis. For more information about operating basis, as well as other non-GAAP financial measures used by management, see Note 2 below.

The following discussion compares the first quarter of 2005 to the first quarter of 2004. Unless otherwise indicated, results for the 2004 first quarter are JPMorgan Chase (h-JPMC) on a standalone basis. The proforma combined historical lines of business information present the business segments of the company as if these segments had existed as of the earliest date indicated and reflect purchase accounting adjustments, reporting reclassifications and management accounting policy changes. For further information regarding the proforma combined historical financial information, including reconciliation to JPMorgan Chase GAAP financial information, see information furnished pursuant to Regulation FD by JPMorgan Chase on Form 8-K dated October 1, 2004, as amended on October 20, 2004, January 19, 2005, and April 20, 2005. In management’s view, the proforma combined historical financial results provide investors with information to enable them to understand better the underlying dynamics of each of the lines of business. For a description of the firm’s business segments, see Note 3 below.

In the first quarter of 2005, the Corporate sector and the firm’s operating results have been restated to be presented on a tax-equivalent basis. Previously, only the segments’ operating results were presented on a tax-equivalent basis and the impact of the segment’s tax-equivalent adjustments were eliminated in the Corporate sector. This restatement has no impact on the Corporate sector’s or the firm’s operating earnings.

INVESTMENT BANK (IB)

Operating Results – IB				1Q04 h-JPMC						1Q04 Proforma
($ millions)	1Q05			$ O/(U)			% O/(U)			$ O/(U)			% O/(U)
Net Revenues	$	4,180		$	416			11	%		($27	)		(1%	)
Provision for Credit Losses		(366	)		(178	)		(95	)		(63	)		(21	)
Noninterest Expenses		2,525			199			9			97			4
Operating Earnings	$	1,325		$	308			30	%		($26	)		(2%	)

Discussion of Historical Results:
Operating earnings were $1.3 billion, an increase of $308 million, or 30%, from the prior year. Results were driven by the merger, increased investment banking fees, and an increased benefit from the provision for credit losses, partially offset by lower net interest income and higher compensation expense. Compared to the prior quarter, operating earnings doubled, primarily due to higher trading revenues.

Revenues of $4.2 billion were up $416 million, or 11%, compared to the prior year. Investment banking fees of $985 million increased $295 million, or 43%, compared to the prior year, reflecting continued strong levels of debt underwriting, advisory and equity underwriting fees and the merger. European investment banking fees were very strong, more than doubling from the prior year and up nearly 50% from the prior quarter. Fixed Income Markets revenues of $2.3 billion were up 9% from the prior year, primarily driven by the merger, and up 50% from the prior quarter on strength in trading revenues in credit and interest rate markets. Equity Markets revenues of $556 million were down 12% from the prior year reflecting reduced trading results, but increased significantly from the prior quarter. Credit Portfolio revenues of $350 million were up marginally from the prior year, reflecting the merger and gains from loan workouts offset by lower loan balances and spreads.

The provision for credit losses was a benefit of $366 million compared to a benefit of $188 million in the prior year. The increased benefit was primarily attributable to a greater reduction in the allowance for credit losses, reflecting improvement in credit quality as a result of the turnover in the loan portfolio mix toward higher rated clients and net recoveries.

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JPMorgan Chase & Co.
News Release

Expenses of $2.5 billion were up $199 million, or 9%, from the prior year, due to the merger and increased compensation costs. The increase in compensation expense reflected higher incentive compensation accruals to recognize improved financial performance.

Discussion of Proforma Combined Results:
Operating earnings were $1.3 billion, down $26 million, or 2%, from the prior year. Compared to the prior quarter, operating earnings doubled, primarily due to higher trading revenues. Results versus the prior year reflected higher investment banking fees, marginally lower trading revenues compared to the prior year’s record quarter and lower net interest income.

Revenues of $4.2 billion were down $27 million, or 1%, compared to the prior year. Investment banking fees of $985 million increased $242 million, or 33%, compared to the prior year due to the continued strength in advisory fees, up 79%; debt underwriting fees, up 16%; and equity underwriting fees, up 34%. European investment banking fees were very strong, more than doubling from the prior year and up nearly 50% from the prior quarter. Fixed Income Markets revenues of $2.3 billion were down marginally from the very strong level of the prior year. Results were driven by strong client activity and portfolio management trading performance across most major asset classes. Compared to the prior quarter, revenues of $2.3 billion were up 50% due to strength in the trading revenues in credit and interest rate markets. Equity Markets revenues decreased $118 million, or 18%, primarily due to lower portfolio management trading results versus the prior year. Compared to the prior quarter, revenues of $556 million more than doubled and represented the best quarterly result since first quarter 2004. Credit Portfolio revenues of $350 million were down 24% compared to the prior year, reflecting lower net interest income from reduced loan balances and commitments.

The provision for credit losses was a benefit of $366 million, compared to a $303 million benefit last year. The increased benefit was primarily attributable to a greater reduction of allowance, reflecting credit quality improvement as a result of turnover in the loan portfolio mix toward higher rated clients and net recoveries.

Expenses of $2.5 billion were up $97 million, or 4%, compared to last year due to an increase in performance-based compensation expense, partially offset by reduced noncompensation expenses.

Other Highlights Include⁽⁴⁾:

•   Return on equity was 27%, consistent with the prior year’s first quarter.

•   Completed the formation of a joint venture with Cazenove Group.

•   Global Equity and Equity Related improved to #4 (10% share) from #6 (6% share).

•   Maintained 25% market share of Global Announced M&A with a #4 rank compared to #3 in 2004.

•   Sustained momentum in U.S. Equities, with a #4 ranking in Equity and Equity-Linked and a #5 ranking in IPOs.

•   Realized significant market share gains from 2004 in Europe; M&A share up to #3 from #6, Equity and Equity Related up to #2 from #7 and Convertibles up to #1 from #2.

•   Average loans of $47.5 billion flat to the prior quarter, but down 4% from the prior year.

•   Allowance for loan losses to average loans was 3.03%; nonperforming assets were $1.1 billion, down 49% from the prior year.

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JPMorgan Chase & Co.
News Release

RETAIL FINANCIAL SERVICES (RFS)

Operating Results – RFS			1Q04 h-JPMC					1Q04 Proforma
($ millions)	1Q05		$ O/(U)		% O/(U)			$ O/(U)			% O/(U)
Total Net Revenue	$	3,847	$	2,236		139	%	$	167			5	%
Provision for Credit Losses		94		40		74			(103	)		(52	)
Noninterest Expense		2,162		921		74			(217	)		(9	)
Non-core Portfolio Operating Earnings(1)		—		—		—			(53	)	NM
Operating Earnings	$	988	$	782		380	%	$	244			33	%

⁽¹⁾ First quarter 2004 proforma results include operating earnings of $53 million ($86 million pre-tax) related to sales and the write-down of the heritage Bank One brokered home equity loans deemed non-core.

Discussion of Historical Results:
Operating earnings were $988 million, up $782 million from the prior year. The increase was largely due to the merger, but also reflected improved risk management results in Home Finance, wider spreads on deposits, increased deposit balances, and lower expenses due to merger-related savings in all businesses. These improvements were partially offset by a reduction in revenue related to lower prime mortgage originations.

Total net revenue increased to $3.8 billion, up $2.2 billion from the prior year. Net interest income of $2.7 billion increased $1.5 billion as a result of the merger, as well as from wider spreads on deposits, increased deposit balances, growth in retained home equity loans, and the absence of a $40 million charge taken in the first quarter of 2004 related to auto lease residuals. These benefits were partially offset by the absence of the $4 billion manufactured home loan portfolio that was sold in late 2004. Noninterest revenue of $1.2 billion increased $728 million due to the merger, improved Home Finance risk management results and a gain of $24 million on the sale of a recreational vehicle loan portfolio. These increases were offset partially by lower revenue related to a drop in prime mortgage originations and an $88 million write-down on $2.7 billion of auto loans transferred to held-for-sale.

The provision for credit losses totaled $94 million, up $40 million from last year. The increase was largely due to the merger. Both the prior year and current quarter included reductions in the allowance for loan losses due to improved credit trends in most consumer lending portfolios. Results also included the benefit of reductions in the allowance for loan losses totaling $20 million related to the sale of the recreational vehicle loan portfolio and the transfer of auto loans to held-for-sale. These benefits were partially offset by an increase in provision expense related to the decision to retain subprime mortgage loans rather than securitize.

Expenses rose to $2.2 billion, an increase of $921 million, primarily due to the merger. Results also included continued investment in the retail banking distribution system and a $40 million charge related to the dissolution of a student loan joint venture in the Education Finance segment. These increases were more than offset by merger-related savings in all businesses.

Home Finance operating earnings were $442 million, up $221 million compared to the prior year. Operating earnings for the Prime Production & Servicing segment of $158 million were up $93 million from the prior year. Results benefited from an increase in risk management revenue associated with the MSR asset and secondary marketing activities, as well as lower expenses. These were partially offset by a decrease in revenue due to lower prime mortgage originations. Earnings for the Consumer Real Estate Lending segment of $284 million were up $128 million from the prior year. Growth was largely due to the merger, but also reflected higher retained home equity loan balances and merger-related expense savings. These increases were partially offset by the absence of the $4 billion manufactured home loan portfolio that was sold in late 2004.

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JPMorgan Chase & Co.
News Release

Consumer & Small Business operating earnings totaled $477 million, up $526 million from the prior year. While growth was largely due to the merger, the results also benefited from wider spreads on deposits, increased deposit balances and merger-related expenses savings. These benefits were partially offset by continued investment in the distribution network. Compared to the prior quarter, operating earnings increased $47 million, or 11%, primarily due to the seasonal impact of tax-refund anticipation lending.

Auto & Education Finance operating earnings of $55 million were up $25 million from last year. The current quarter results included a $78 million loss associated with auto loans transferred to held-for-sale, a $40 million joint venture dissolution charge and a benefit of $34 million from the sale of a $2 billion recreational vehicle loan portfolio. The prior year results included a $40 million charge related to auto lease residuals. Excluding the after-tax impact of these four items, operating earnings would have increased $51 million, primarily due to the merger and improved credit quality. Results continued to reflect lower production volumes and narrower margins, due to the competitive nature of the operating environment.

Insurance operating earnings totaled $14 million on net revenues of $173 million. The increase over the prior year was primarily due to the merger.

Discussion of Proforma Combined Results:
Operating earnings of $988 million were up $244 million, or 33%, from the prior year. Prior year results included $53 million of operating earnings related to sales and the write-down of the heritage Bank One brokered home equity loans deemed non-core. Excluding this non-core income, operating earnings of $988 million were up $297 million, or 43%, from the prior year. Performance reflected merger-related expense savings, wider spreads on deposit products and improved mortgage risk management results.

The following description of RFS performance excludes the impact of the prior year’s non-core actions related to heritage Bank One brokered home equity loans, which added $53 million to operating earnings, to illustrate the underlying business trends.

Net revenues of $3.8 billion were up $167 million, or 5%, from the prior year. Net interest income was up slightly at $2.7 billion, reflecting wider spreads on deposit products, increased deposit balances, higher retained home equity loans, and the absence of a $40 million charge taken in the first quarter of 2004 related to auto lease residuals. Partially offsetting these gains were reduced mortgage warehouse balances and the absence of the $4 billion manufactured home loan portfolio that was sold in late 2004. Noninterest revenue of $1.2 billion was $139 million, or 13% higher than the prior year, driven by higher mortgage risk management revenue and a gain of $24 million on the sale of a recreational vehicle loan portfolio. Partially offsetting these benefits were a reduction in revenue related to lower prime mortgage originations and an $88 million write-down on $2.7 billion of auto loans transferred to held-for-sale.

The provision for credit losses totaled $94 million, down $103 million, or 52%, from the prior year, largely due to continued good credit quality trends across all business segments, which drove a reduction in the allowance for loan losses. Results also included the benefit of lower provision expense for portfolios in run-off, as well as reductions in the allowance for loan losses totaling $20 million related to the sale of the recreational vehicle loan portfolio and the auto loans transferred to held-for-sale. These benefits were partially offset by an increase in provision expense related to the decision to retain subprime mortgage loans rather than securitize.

Expenses of $2.2 billion were down $217 million, or 9%, demonstrating expense savings in nearly all businesses. Results included ongoing investments in the retail banking distribution network and a $40 million charge related to the dissolution of a student loan joint venture in Education Finance.

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JPMorgan Chase & Co.
News Release

Home Finance operating earnings totaled $442 million, up $148 million, or 50%, from the prior year. Operating earnings for the Prime Production & Servicing segment totaled $158 million, up $95 million. Results reflected increased revenue from risk management associated with the MSR asset and secondary marketing activities, as well as lower production related expenses. These were partially offset by a decrease in revenue due to lower prime mortgage originations. Earnings for the Consumer Real Estate Lending segment increased to $284 million, up $53 million, reflecting lower expenses and increased retained home equity loans. These increases were partially offset by the absence of the $4 billion manufactured home loan portfolio that was sold in late 2004.

Other Highlights Include:

•   Mortgage loan originations of $26.6 billion were down 16% from the prior year and down 18% from the prior quarter.

•   Home equity loan originations of $11.9 billion were up 8% from the prior year and down 1% from the prior quarter.

•   Mortgage loans serviced of $496 billion increased $34 billion, or 7%.

•   Average mortgage loans retained of $44.3 billion increased 18%; period end mortgage loans were $46.0 billion.

•   Average home equity loans retained of $66.5 billion increased 12%; period end home equity loans were $68.8 billion.

•   Nonperforming assets of $841 million declined $379 million, or 31%.

•   Net charge-off rate was 0.15%, down from 0.45%. Prior year net charge-off rate was 0.17%, excluding charge-offs associated with the manufactured home portfolio and non-core portfolio actions.

Consumer & Small Business operating earnings totaled $477 million, up $187 million from the prior year. Total net revenue of $2.2 billion increased $150 million, or 7%, reflecting wider spreads on deposits and increased balances. Expenses of $1.3 billion were down 9%, primarily due to cost savings initiatives, partially offset by continued investment in the distribution network. Compared to the prior quarter, operating earnings increased $47 million, or 11%, primarily due to the seasonal impact of tax-refund anticipation lending.

Other Highlights Include:

•   Checking accounts grew by 170,000 to 8.4 million, during the quarter. Heritage Chase branches contributed significantly, adding nearly 38,000 accounts, compared to 3,000 accounts in the first quarter of 2004.

•   Average core deposits of $149 billion were up 4% from the prior year and up 1% from the prior quarter. Average total deposits increased to $174 billion, up 2% from the prior year and up 1% from the prior quarter.

•   Branch sales of credit cards increased by 72% from the prior year and 17% from the prior quarter.

•   Overhead ratio decreased to 62% from 74% in the prior year and 65% in the prior quarter.

•   Number of branches increased to 2,517, up 108 from the prior year and up 9 from the prior quarter.

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JPMorgan Chase & Co.
News Release

Auto & Education Finance operating earnings were $55 million, down $22 million. Total net revenue of $324 million was down $58 million, or 15%, reflecting reduced balances, lower spreads on the loan and lease portfolios, and an $88 million charge associated with the transfer of auto loans to held-for-sale. These decreases were partially offset by a $40 million charge in the first quarter of 2004 related to auto lease residuals and a $24 million gain on the recreational vehicle loan portfolio sold in early 2005. The provision for credit losses declined to $28 million primarily due to favorable credit trends and allowance reductions, totaling $20 million, related to the sale of the recreational vehicle loan portfolio and the transfer of auto loans to held-for sale. Expenses of $205 million increased $45 million primarily due to the $40 million student loan charge. Excluding the after-tax impact of these four items, operating earnings would have been up $5 million versus the prior year, primarily due to improved credit quality. Results continued to reflect lower production volumes and narrower margins, due to the competitive nature of the operating environment.

Other Highlights Include:

•   Average loan receivables were $53.3 billion, down $1.2 billion, or 2%, from the prior year and down $0.9 billion, or 2%, from the prior quarter.

•   Average lease receivables of $7.6 billion declined $3.1 billion, or 29%, as planned.

•   The net charge-off rate dropped to 0.60% from 0.69%.

Insurance operating earnings totaled $14 million, down $16 million from the prior year, on net revenues of $173 million. The decline was primarily due to an increase in mortality claims, investments in technology infrastructure and increased proprietary annuity sales commissions.

Other Highlights Include:

•   Gross insurance-related revenues were $416 million, up $3 million, or 1%.

•   Proprietary annuity sales were $119 million, up 57%.

•   Term life premiums were $110 million, up 6%.

CARD SERVICES (CS)

Operating Results – CS			1Q04 h-JPMC					1Q04 Proforma
($ millions)	1Q05		$ O/(U)		% O/(U)			$ O/(U)			% O/(U)
Net Revenues	$	3,779	$	2,222		143	%	$	155			4	%
Provision for Credit Losses		1,636		930		132			(89	)		(5	)
Noninterest Expenses		1,313		714		119			(50	)		(4	)
Operating Earnings	$	522	$	360		222	%	$	186			55	%

Discussion of Historical Results:
Operating earnings of $522 million increased $360 million from the prior year due to the merger, higher net interest income, lower provision for credit losses and lower expenses, partially offset by higher marketing spend.

Total revenues of $3.8 billion increased $2.2 billion, primarily due to the merger. Net interest income of $3.0 billion increased $1.7 billion, primarily due to the merger, including the acquisition of a private label portfolio, and higher loan balances. Noninterest revenue of $772 million increased $488 million due to the merger and higher charge volume, which resulted in increased interchange income, partially offset by higher volume-driven payments to partners and higher rewards expense.

The managed provision for credit losses of $1.6 billion increased $930 million, primarily due to the merger, including the acquisition of a private label portfolio, and additions to the allowance for loan losses

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JPMorgan Chase & Co.
News Release

related to growth in on-balance sheet loans, partially offset by lower net charge-offs. Managed credit ratios remained strong, benefiting from lower bankruptcies and continued low level of delinquencies. The managed net charge-off rate for the quarter was 4.83%, down from 5.81% in the prior year. The 30-day managed delinquency rate was 3.54%, down from 4.41% in the prior year.

Expenses of $1.3 billion increased $714 million, primarily due to the merger, including the acquisition of a private label portfolio. Additionally, merger saves including lower compensation and processing cost were partially offset by higher marketing spend.

Discussion of Proforma Combined Results:
Operating earnings of $522 million increased $186 million, or 55%, from the prior year. Results were driven by higher net interest income, lower provision for credit losses and lower expenses, partially offset by higher marketing spend.

Total revenues of $3.8 billion increased $155 million, or 4%. Net interest income of $3.0 billion increased $152 million, or 5%, due to higher loan balances, the acquisition of a private label portfolio and higher spread on loans. Noninterest revenue of $772 million was relatively flat to the prior year. Higher charge volume resulted in increased interchange income, partially offset by higher volume-driven payments to partners and rewards expense. Results in the year-ago period also included a small gain from a portfolio sale.

The managed provision for credit losses of $1.6 billion decreased $89 million, or 5%. This decrease was due to lower net charge-offs, partially offset by the acquisition of a private label portfolio and additions to the allowance for loan losses related to growth in on-balance sheet loans. Managed credit ratios remained strong, benefiting from lower bankruptcies and continued low level of delinquencies. The managed net charge-off rate for the quarter declined to 4.83% from 5.49% in the prior year and 5.24% in the prior quarter. The 30-day managed delinquency rate was 3.54%, down from 4.02% in the prior year and 3.70% in the prior quarter due to improved credit quality.

Expenses of $1.3 billion decreased $50 million, or 4%. Merger saves, including declines in compensation expenses and processing costs, were partially offset by the acquisition of a private label portfolio and increased marketing spend.

Other Highlights Include:

•   Pretax income to average managed loans (ROO) was 2.52%, up 81 basis points.

•   Net interest income as a percentage of average managed loans was 9.13%.

•   Average managed loans of $133.6 billion increased $7.4 billion, or 6%.

•   Charge volume of $70.3 billion increased $6.8 billion, or 11%.

•   Merchant processing volume of $125.1 billion increased $15.0 billion, or 14%, and total transactions of 4.3 billion increased 571 million, or 15%.

•   Managed net charge-off rate declined to 4.83% from 5.49% reflecting an overall improvement in credit quality.

•   Net accounts opened increased by 733,000, up 36%, to 2.7 million driven by increased marketing effectiveness and investment.

•   Co-brand relationships renewed included Continental Airlines, and new co-brand relationships announced included Regal Cinema.

8

JPMorgan Chase & Co.
News Release

COMMERCIAL BANKING (CB)

Operating Results – CB				1Q04 h-JPMC					1Q04 Proforma
($ millions)	1Q05			$ O/(U)		% O/(U)			$ O/(U)			% O/(U)
Net Revenues	$	850		$	528		164	%	$	17			2	%
Provision for Credit Losses		(6	)		7		54			80			93
Noninterest Expenses		458			249		119			8			2
Operating Earnings	$	243		$	169		228	%		($46	)		(16	%)

Discussion of Historical Results:
Operating earnings were $243 million, an increase of $169 million from the prior year, primarily due to the merger.

Revenues were $850 million, an increase of $528 million, primarily due to the merger. In addition, net interest income of $625 million was positively affected by higher liability balances and spreads. Liability balances include deposits and deposits swept to on-balance sheet liabilities. Noninterest revenue of $225 million reflected lower fees in lieu of compensating balances and lower gains on the sale of assets acquired in the satisfaction of debt.

Provision for credit losses was a net benefit of $6 million for the quarter, compared to a net benefit of $13 million in the prior year. Net charge-offs for the quarter were $2 million.

Expenses increased $249 million to $458 million, primarily related to the merger and increased Treasury Services product unit costs.

Discussion of Proforma Combined Results:
Operating earnings were $243 million, a decrease of $46 million, or 16%, from the prior year, primarily driven by increases in the provision for credit losses and higher expenses, partially offset by slightly higher revenues.

Revenues were $850 million, an increase of $17 million, or 2%. Net interest income was $625 million, an increase of $42 million, or 7%, driven by higher liability balances, loans and increased spreads associated with liability balances, partially offset by lower loan spread. Noninterest revenue was $225 million, down $25 million, or 10%, primarily resulting from lower fees in lieu of compensating balances and lower gains on the sale of assets acquired in the satisfaction of debt. On a segment basis, revenue for Middle Market was $572 million, an increase of $29 million, or 5%, from the prior year, driven by higher spreads associated with liability balances. Corporate Banking revenue of $123 million was down $5 million, or 4%, from the prior year, driven by lower gains on the sale of assets acquired in the satisfaction of debt. Compared to the prior quarter, Corporate Banking revenue was down $19 million, or 13%, driven by a decline in investment banking revenue. Real Estate revenue of $119 million was flat to the prior year.

Provision for credit losses was a net benefit of $6 million, compared to a net benefit of $86 million in the prior year. Net charge-offs were $2 million, essentially flat to the prior year. Nonperforming loans were $433 million, a decrease of $347 million, or 44%, reflecting the continued favorable credit environment.

9

JPMorgan Chase & Co.
News Release

Expenses of $458 million increased $8 million, or 2%, reflecting higher Treasury Services product unit costs, partially offset by reductions in other direct expenses.

Other Highlights Include:

•   Average loan balances of $50.0 billion were up $1.1 billion, or 2%, driven by 7% growth in the Middle Market segment. Decline from the prior quarter of $0.5 billion, or 1%, was driven by Real Estate and Corporate Banking.

•   Average liability balances increased $5.0 billion, or 7%, to $71.6 billion, driven by growth in all customer segments.

•   Nonperforming loans to average loans was 0.87%, down by 73 basis points.

•   Allowance for loan losses to average loans was 2.63%.

•   Overhead ratio of 54% was consistent with the prior year’s first quarter.

TREASURY & SECURITIES SERVICES (TSS)

Operating Results – TSS			1Q04 h-JPMC					1Q04 Proforma
($ millions)	1Q05		$ O/(U)		% O/(U)			$ O/(U)			% O/(U)
Net Revenue	$	1,482	$	470		46	%	$	202			16	%
Noninterest Expense		1,065		198		23			(36	)		(3	)
Operating Earnings	$	245	$	147		150	%	$	152			163	%

Discussion of Historical Results:
Operating earnings for the quarter were $245 million, an increase of $147 million, primarily related to the merger.

TSS net revenues of $1.5 billion were up $470 million, or 46%. Revenue growth reflected the benefit of the merger, wider spreads on liability balances, which include deposits and deposits swept into on-balance sheet liabilities, improved product revenues, and growth in average liability balances and assets under custody. Net interest income grew to $496 million, up $253 million, as a result of the merger, wider spreads on liability balances, and average liability balance growth of 49% to $155 billion. Growth in noninterest revenue was driven largely by the merger and an increase in assets under custody to $10.2 trillion. Beginning March 31, 2005, assets under custody include an estimated $400 billion of Institutional Trust Services’ assets under custody. Excluding this amount, assets under custody increased $1.8 trillion, or 22%, attributable to new business, increased volumes and market value appreciation. Also contributing to noninterest revenue improvement was growth in commercial card products, securities lending, trade and trust products, including CDO administration. Partially offsetting these improvements were lower service charges on deposits.

Treasury Services net revenue grew to $618 million, Investor Services to $508 million and Institutional Trust Services to $356 million. TSS firmwide net revenue, which includes Treasury Services net revenue recorded in other lines of business, grew to $2.1 billion, up $841 million or 67%, primarily as a result of the merger. TS firmwide net revenue grew to $1.2 billion, up $632 million, or 104%, primarily as a result of the merger.

Credit reimbursement to the Investment Bank was $38 million, up $36 million principally due to the merger and a change in methodology. TSS is charged a credit reimbursement related to certain exposures managed within the Investment Bank credit portfolio on behalf of clients shared with TSS.

10

JPMorgan Chase & Co.
News Release

Noninterest expense of $1.1 billion was up $198 million, or 23%, due to the merger, increased compensation and technology-related expenses. Offsetting these increases were lower allocations of Corporate segment expenses and higher product unit costs charged to other lines of business, primarily Commercial Banking.

Discussion of Proforma Combined Results:
Operating earnings for the quarter were $245 million, an increase of $152 million, reflecting improved net revenue and slightly lower expenses.

TSS net revenue of $1.5 billion improved by $202 million, or 16%. Net interest income of $496 million was up $147 million, or 42%, resulting from wider spreads on liability balances, which include deposits and deposits swept into on-balance sheet liabilities, and an increase of 26% in average liability balances to $155 billion. Noninterest revenue of $986 million grew $55 million, or 6%, driven largely by an increase in assets under custody to $10.2 trillion. Beginning March 31, 2005, assets under custody include an estimated $400 billion of Institutional Trust Services’ assets under custody. Excluding this amount, assets under custody increased $1.6 trillion, or 20%, attributable to new business, increased volumes and market value appreciation. Also contributing to noninterest revenue improvement was growth in commercial card products, securities lending, trade and trust products, including CDO administration. Partially offsetting these improvements were lower service charges on deposits.

Treasury Services net revenue grew to $618 million, Investor Services grew to $508 million and Institutional Trust Services grew to $356 million. TSS firmwide net revenue, which includes Treasury Services net revenue recorded in other lines of business, grew to $2.1 billion, up $256 million, or 14%. TS firmwide net revenue grew to $1.2 billion, up $106 million, or 9%.

Credit reimbursement to the Investment Bank was $38 million, down $5 million. TSS is charged a credit reimbursement related to certain exposures managed within the Investment Bank credit portfolio on behalf of clients shared with TSS.

Noninterest expense of $1.1 billion decreased $36 million, or 3%. Noninterest expense decreased due to lower allocations of Corporate segment expenses and higher product unit costs charged to other lines of business, primarily Commercial Banking. Offsetting these decreases were increased compensation and technology-related expenses.

Other Highlights Include:

•   Pre-tax margin⁽⁵⁾ was 26%.

•   Average liability balances were $155 billion, an increase of 26%.

•   Assets under custody increased to $10.2 trillion, up 20%, excluding the estimated $400 billion added from Institutional Trust Services as of March 31, 2005.

•   Corporate Trust Securities under administration were $6.7 trillion, an increase of 2%.

•   Acquired Vastera on April 1, 2005, which will be combined with Treasury Services’ Logistics and Trade Services businesses.

•   Announced the reorganization and integration of Investor Services and Institutional Trust Services into Worldwide Securities Services (WSS). The integrated franchise brings together investor and issuer services capabilities under common management.

11

JPMorgan Chase & Co.
News Release

ASSET & WEALTH MANAGEMENT (AWM)

Operating Results – AWM				1Q04 h-JPMC						1Q04 Proforma
($ millions)	1Q05			$ O/(U)			% O/(U)			$ O/(U)			% O/(U)
Net Revenues	$	1,361		$	513			60	%	$	148			12	%
Provision for Credit Losses		(7	)		(17	)	NM				(16	)	NM
Noninterest Expenses		934			285			44			89			11
Operating Earnings	$	276		$	154			126	%	$	47			21	%

Discussion of Historical Results:
Operating earnings were $276 million, up $154 million from the prior year, primarily due to the merger. In addition, performance was driven by increased revenue and decreased provision for credit losses, partially offset by higher compensation expense.

Total revenue was $1.4 billion, up $513 million, primarily due to the merger. In addition, fees and commissions increased due to the acquisition of a majority interest in Highbridge Capital Management in the fourth quarter of 2004, net asset inflows and global equity market appreciation. Net interest income increased due to higher deposit product balances.

The provision for credit losses was a benefit of $7 million, an improvement of $17 million, primarily due to lower net charge-offs and the overall improvement in credit quality.

Expenses increased to $934 million, up $285 million, due to the merger and increased compensation expense, primarily related to incentives and the acquisition of Highbridge.

Discussion of Proforma Combined Results:
Operating earnings were $276 million, up $47 million, or 21%, from the prior year. Performance was driven by increased revenues and decreased provision for credit losses, partially offset by higher compensation expense.

Revenues were $1.4 billion, up $148 million, or 12%. Fees and commissions of $975 million were up $64 million, or 7%, due to the acquisition of a majority interest in Highbridge Capital Management in the fourth quarter of 2004, net asset inflows, primarily equity-related, and global equity market appreciation. In addition, net interest income of $282 million was up $42 million, or 18%, benefiting primarily from higher deposit and loan product balances.

Provision for credit losses was a benefit of $7 million, an improvement of $16 million, primarily due to lower net charge-offs and the overall improvement in credit quality.

Expenses of $934 million increased $89 million, or 11%, reflecting increased compensation expenses due to the acquisition of Highbridge and increased performance-based incentives.

Other Highlights Include:

•   Pre-tax margin⁽⁵⁾ was 32%, up from 30% in the prior year.

•   Assets under Supervision were $1.1 trillion, an increase of 6%.

•   Assets under Management were $790 billion, an increase of 2%.

•   Assets under Management do not reflect the firm’s 43% interest in American Century’s $96 billion of assets under management .

•   Loans were up 9%, to $26 billion.

•   Deposits were up 20%, to $42 billion.

12

JPMorgan Chase & Co.
News Release

CORPORATE

Operating Results – Corporate				1Q04 h-JPMC						1Q04 Proforma
($ millions)	1Q05			$ O/(U)			% O/(U)			$ O/(U)			% O/(U)
Net Revenues		($759	)		($1,177	)	NM			$	(1,074	)	NM
Provision for Credit Losses		(4	)		78			95	%		80			95	%
Noninterest Expenses		435			233			115			(111	)		(20	)
Operating Earnings		($687	)		($938	)	NM				($672	)	NM

Corporate previously included eliminations for taxable equivalent adjustments reflected in the lines of business. Corporate has been restated to remove from net revenues and income tax expense the taxable equivalent eliminations for ease in better understanding the three main activities in Corporate: private equity, treasury activities, and other corporate revenue and expense. This restatement has no impact on Corporate operating earnings.

Discussion of Historical Results:
Operating earnings were a loss of $687 million, down from earnings of $251 million in the prior year.

Net revenues of negative $759 million were down $1.2 billion from the prior year. Noninterest revenue of negative $82 million declined $543 million and included Treasury investment securities losses of $918 million and Private Equity gains of $789 million. The Treasury investment securities losses were the result of repositioning the investment portfolio to manage exposure to rising interest rates. Private Equity gains were $789 million, an increase of $493 million from the prior year. Net interest income was negative $677 million compared to negative $43 million in the prior year. The decline was driven primarily by actions and policies adopted in conjunction with the merger.

Noninterest expenses were $435 million, up $233 million from the prior year, primarily due to the merger.

Discussion of Proforma Combined Results:
Operating earnings were a loss of $687 million, compared to a loss of $15 million in the prior year.

Net revenues were negative $759 million, a decrease of $1.1 billion from the prior year. Noninterest revenue of negative $82 million declined $709 million over the prior year and included Treasury investment securities losses of $918 million and Private Equity gains of $789 million. The Treasury investment securities losses of $918 million were the result of repositioning the Treasury investment portfolio through the sale of approximately $20 billion of securities to manage exposure to rising interest rates. This loss compares to a gain of $226 million in the prior year from the sales in the Treasury investment portfolio. Private Equity gains were $789 million, an increase of $456 million from the prior year. Net interest income was negative $677 million, a decline of $365 million from the prior year primarily due to the Treasury investment portfolio repositioning in 2004. Net interest income was down $20 million compared to the prior quarter level of negative $657 million.

Noninterest expenses were $435 million, a decrease of $111 million, or 20%, from the prior year. The expense decline was primarily due to merger-related saves and other efficiencies, partially offset by a decline in the net expenses allocated to other businesses reflecting greater efficiencies in corporate staff and technology services of approximately $100 million. Due to the insourcing of technology, approximately $70 million of expenses have been shifted from noncompensation to compensation during the quarter.

Other Highlights Include:

•   Announced plan for JPMorgan Partners to become an independent entity.

•   Significant Private Equity transactions during the quarter included, Medex and Polaroid.

•   Private Equity portfolio was $7.2 billion, down from $9.0 billion in the prior year.

13

JPMorgan Chase & Co.
News Release

JPMORGAN CHASE (JPMC)

Operating Results – JPMC			1Q04 h-JPMC					1Q04 Proforma
($ millions)	1Q05		$ O/(U)		% O/(U)			$ O/(U)			% O/(U)
Net Revenues	$	14,740	$	5,208		55	%	$	(516	)		(3	)%
Provision for credit losses		1,344		856		175	%		(133	)		(9	)%
Noninterest Expenses		8,892		2,799		46	%		(220	)		(2	)%
Operating Earnings	$	2,912	$	982		51	%	$	(115	)		(4	)%

First quarter financial results for JPMC included the following:

($ millions)	Pre-tax			After-tax
Private Equity gains	$	789		$	505
Reduction in wholesale allowance		377			243
MSR risk management results		106			67
Treasury investment portfolio losses	$	(918	)	$	(544	)

Discussion of Historical Results:
Operating earnings were $2.9 billion, up $982 million, or 51%, from the prior year primarily due to the merger.

Total revenues were $14.7 billion, up $5.2 billion, or 55%, primarily due to the merger. Noninterest revenues were $8.1 billion, up $1.8 billion or 28%, from the prior year, primarily due to the merger. Additional contributing factors were higher private equity gains, higher investment banking fees, and increased levels of mortgage related revenue, which benefited from improved risk management results. These were partially offset by losses from repositioning the Treasury investment portfolio, and lower trading revenues compared to strong prior year results. Net interest income was $6.7 billion, up $3.4 billion from the prior year, primarily due to the merger. Also contributing to the increase were higher consumer loan and deposit balances and the acquisition of a private label portfolio in Card Services, and wider deposit spreads on consumer and wholesale balances.

The provision for credit losses was $1.3 billion, an increase of $856 million, due to the merger. Total wholesale provision for credit losses was a benefit of $386 million for the quarter, compared to a benefit of $272 million in the prior year. The wholesale loan net recovery rate was 0.03% for the quarter, compared to a net charge-off rate of 0.50% in the prior year. Credit quality in the consumer portfolios reflected reduced bankruptcy filings and favorable delinquency trends. The managed net charge-off rate for Card Services declined to 4.83% from 5.81% in the prior year. Retail Financial Services net charge-off rate increased to 0.34% compared to 0.32% in the prior year, primarily due to the merger. The firm had total nonperforming assets of $2.9 billion at March 31, 2005, up 2% from the prior year.

Expenses, which exclude the litigation charge discussed below, were $8.9 billion, up $2.8 billion, or 46%, from the prior year. Compensation expenses of $4.7 billion drove $1.4 billion of the increase, related primarily to the merger and to higher performance-related incentive compensation. Non-compensation expenses of $4.2 billion increased $1.4 billion primarily due to the merger.

The firm took a $900 million ($558 million after-tax) litigation charge in connection with its settlement of the WorldCom class action litigation.

14

JPMorgan Chase & Co.
News Release

Discussion of Proforma Combined Results:
Operating earnings were $2.9 billion, down $115 million, or 4%, from the prior year. The decrease in earnings was driven by lower revenue of $516 million, partially offset by lower expenses of $220 million and a lower provision for credit losses of $133 million.

Total revenues were $14.7 billion, down $516 million, or 3%. Noninterest revenues were $8.1 billion, down 5% from the prior year, primarily due to securities losses resulting from the repositioning of the Treasury investment portfolio. Trading revenues were down slightly from very strong prior year results and lending and deposit related fees were lower. Partially offsetting these results were higher private equity gains and higher investment banking fees due to strength in advisory, debt and equity underwriting. Additionally, fees and commissions were up due to product growth and the acquisition of Highbridge, and mortgage related revenue was up driven by improved risk management results. Net interest income was $6.7 billion, down $122 million, or 2%, primarily due to the reduced level of the Treasury investment portfolio, lower wholesale loan balances and tighter wholesale loan spreads, partially offset by higher consumer loan and deposit balances and spread widening on consumer and wholesale deposits.

The provision for credit losses was $1.3 billion, down $133 million, or 9%. Total wholesale provision for credit losses was a benefit of $386 million for the quarter, compared to a benefit of $463 million in the prior year. The wholesale loan net recovery rate was 0.03% for the quarter, compared to a net charge-off rate of 0.25% in the prior year. Total consumer managed provision for credit losses decreased to $1.7 billion, down 11%, reflecting lower net charge-offs, lower bankruptcies, and positive delinquency trends. The managed net charge-off rate for Card Services declined to 4.83% from 5.49% in the prior year. Retail Financial Services net charge-off rate was 0.34%, compared to 0.56% in the prior year. The improvement compared to the prior year reflected the run-off of higher risk, non-strategic portfolios. The firm had total nonperforming assets of $2.9 billion at March 31, 2005, down 39% from the prior year’s level of $4.9 billion.

Operating expenses, which exclude the litigation charge discussed below, were $8.9 billion, down $220 million, or 2%, from the prior year, driven primarily by merger-related savings in non-compensation expense. This was partially offset by higher levels of compensation expense which increased to $4.7 billion, up $135 million, or 3%, resulting from increased performance-based incentives and the acquisition of Highbridge. Non-compensation expense of $4.2 billion decreased $355 million, or 8%, primarily due to reduced levels of outside services and occupancy expense.

The firm took a $900 million ($558 million after-tax) litigation charge in connection with its settlement of the WorldCom class action litigation.

Other Corporate Items

•   Tier 1 capital ratio was 8.6% at March 31, 2005 (estimated), 8.7% at December 31, 2004 and 8.8% at March 31, 2004.

•   During the quarter, $1.3 billion of common stock was repurchased, reflecting 36.0 million shares at an average price of $36.57 per share.

•   Headcount of approximately 164,000 was up 3,400 since December 31, 2004, primarily due to technology insourcing and acquisitions.

15

JPMorgan Chase & Co.
News Release

Merger and other financial information

•   Merger between JPMorgan Chase & Co. and Bank One Corporation: On July 1, 2004, JPMorgan Chase and Bank One completed the merger of their holding companies. The merger was accounted for as a purchase. Accordingly, the earnings for JPMorgan Chase and Bank One are combined for all periods since completion of the merger; all time periods prior to the merger date are on a reported basis, JPMorgan Chase only.

•   Merger saves and costs: Management continues to estimate annual merger savings of approximately $3.0 billion. Approximately two-thirds of the savings are anticipated to be realized by the end of 2005. During the first quarter of 2005, approximately $380 million of merger savings were realized, which is an annualized run rate of $1.5 billion. Management currently estimates one-time merger costs of approximately $4.0 billion to $4.5 billion. Of this amount, approximately $1.0 billion has been accounted for as purchase accounting adjustments and recorded as goodwill. Merger costs of approximately $1.4 billion were incurred during 2004 and $145 million in the first quarter of 2005 and were recorded as non-operating expense. The remaining merger costs are expected to be incurred over the next two years.

•   Conformance of accounting policies: As part of the merger, certain accounting policies and practices were conformed, resulting in charges to income during the third and fourth quarters of 2004 of $976 million (pre-tax). The conformance of accounting policy that had the largest impact is related to the decertification of the seller’s retained interest in credit card securitizations.

16

JPMorgan Chase & Co.
News Release

Notes:
1.	Operating earnings, which is a non-GAAP financial measure, excludes the after-tax impact of litigation charges taken in the first quarter of 2005 and the second quarter of 2004, merger costs, and the conformance of accounting policies and practices. Management believes these items are not part of the firm’s normal daily business operations and, therefore, not indicative of trends. See page 7 of JPMorgan Chase’s Earnings Release Financial Supplement (First Quarter 2005) for a reconciliation of JPMorgan Chase’s income statement from reported to operating.
2.	In addition to analyzing the firm’s results on a reported basis, management reviews the firm’s and the lines of business results on an operating basis, which is a non-GAAP financial measure. The definition of operating basis starts with the reported U.S. GAAP results. In the case of the Investment Bank, operating basis includes in trading revenue net interest income related to trading activities. Trading activities generate revenues that are recorded for GAAP purposes in two line items on the income statement: trading revenue, which includes the mark-to-market gains or losses on trading positions; and net interest income, which includes the interest income or expense related to those positions. Combining both the trading revenue and related net interest income enables management to evaluate the Investment Bank’s trading activities, by considering all revenue related to these activities, and facilitates operating comparisons to other competitors. In the case of Card Services, operating or managed basis excludes the impact of credit card securitizations on revenue, the provision for credit losses, net charge-offs and receivables. JPMorgan Chase uses the concept of “managed receivables” to evaluate the credit performance of the underlying credit card loans, both sold and not sold; as the same borrower is continuing to use the credit card for ongoing charges, a borrower’s credit performance will impact both the receivables sold under SFAS 140 and those not sold. Thus, in its disclosures regarding managed receivables, JPMorgan Chase treats the sold receivables as if they were still on the balance sheet in order to disclose the credit performance (such as charge-off rates) of the entire managed credit card portfolio. In addition, for the firm and its businesses, total operating revenue (noninterest revenue and net interest income) are presented on a tax-equivalent basis. Accordingly, revenue from tax-exempt securities and investments that receive tax credits are presented in the operating results on a basis comparable to taxable securities and investments. This allows management to assess the comparability of revenues arising from both taxable and tax-exempt sources. The corresponding tax impact related to these items is recorded within income tax expense. In the 1st quarter of 2005, the Corporate sector and the firm’s results have been restated to be presented on a tax-equivalent basis. Previously, only the segments’ operating results were presented on a tax-equivalent basis and the impact of the segment’s tax-equivalent adjustments were eliminated in the Corporate sector. This restatement has no impact on the Corporate sector’s or the firm’s operating earnings. Also, operating basis excludes the litigation reserve charges taken in the first quarter of 2005 and second quarter of 2004, merger costs and charges for the conformance of certain accounting policies as the results of the merger, as management believes these items are not part of the firm’s normal daily business operations and, therefore, not indicative of trends, and also do not provide meaningful comparisons with other periods. See page 7 of JPMorgan Chase’s Earnings Release Financial Supplement (First Quarter 2005) for a reconciliation of JPMorgan Chase’s income statement from reported to operating basis.
3.	Following the merger with Bank One, JPMorgan Chase reorganized its business segments. The Investment Bank now includes portions of Bank One’s Commercial Bank; Global Treasury has been transferred to the Corporate segment. Retail Financial Services is comprised of Chase Financial Services, excluding Card Services and Middle Market and includes Bank One’s Retail line of business and insurance activities. Card Services is the combination of Chase Card Services and Bank One Card Services. The Commercial Banking segment is comprised of Chase Middle Market, and the Middle Market portion of Bank One’s Commercial Bank. Treasury & Securities Services added Bank One’s Global Treasury Services (formerly in Commercial Bank). Asset & Wealth Management is JPMorgan Chase’s Investment Management & Private Bank plus Bank One’s Investment Management Group (excluding insurance activity). The Corporate segment is Bank One’s Corporate line of business excluding discontinued loan and lease portfolios (now in Retail Financial Services), plus JPMorgan Partners and Global Treasury.
4.	Market share data is from Thomson Financial and is proforma for the merger of JPMorgan Chase and Bank One.
5.	Pre-tax margin represents operating earnings before income taxes divided by total net revenue, which is a comprehensive measure of pre-tax performance and is another basis by which management evaluates TSS and AWM’s performance versus competitors. Pre-tax margin is an effective measure of TSS and AWM’s earnings after all costs are taken into consideration.

17

JPMorgan Chase & Co.
News Release

JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $1.2 trillion and operations in more than 50 countries. The firm is a leader in investment banking, financial services for consumers and businesses, financial transaction processing, asset and wealth management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. has its corporate headquarters in New York and its U.S. consumer and commercial banking headquarters in Chicago. Under the JPMorgan, Chase and Bank One brands, the firm serves millions of consumers in the United States and many of the world’s most prominent corporate, institutional and government clients. Information about the firm is available at www.jpmorganchase.com.

JPMorgan Chase will host a conference call for the investment community today at 9:00 a.m. (Eastern time) to review first quarter financial results. Investors can dial (888) 283-6901 (domestic) / (719) 955-1564 (international), or listen via live audio webcast. The live audio webcast and presentation slides will be available on www.jpmorganchase.com. A replay of the meeting will be available beginning at 12:00 p.m. (Eastern time) on April 20, 2005 and continuing through 12:00 a.m. (Eastern time) on April 29, 2005 at (888) 203-1112 (domestic) or (719) 457-0820 (international); access code 3615974. The replay also will be available on www.jpmorganchase.com. Additional detailed financial, statistical and business-related information is included in a financial supplement. The earnings release and the financial supplement are available on the JPMorgan Chase Internet site (www.jpmorganchase.com).

This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause JPMorgan Chase’s results to differ materially from those described in the forward-looking statements can be found in the 2004 Annual Report on Form 10-K for the year December 31, 2004 of JPMorgan Chase filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s Internet site (http://www.sec.gov).

18

JPMORGAN CHASE & CO.
CONSOLIDATED FINANCIAL HIGHLIGHTS
(in millions, except per share, ratio and headcount data)

							H-JPMC Only			1QTR 2005
	1QTR			4QTR			1QTR			Change
	2005			2004			2004			4QTR 2004			1QTR 2004
SELECTED INCOME STATEMENT DATA
Total Net Revenue	$	13,647		$	12,950		$	9,011			5	%		51	%
Provision for Credit Losses		427			1,157			15			(63	)	NM
Noninterest Expense		9,937			9,386			6,093			6			63
Net Income (Loss)		2,264			1,666			1,930			36			17
Per Common Share:
Net Income (Loss) Per Share — Diluted	$	0.63		$	0.46		$	0.92			37			(32	)
Cash Dividends Declared Per Share		0.34			0.34			0.34			—			—
Book Value Per Share		29.78			29.61			22.62			1			32
Closing Share Price		34.60			39.01			41.95			(11	)		(18	)
Common Shares Outstanding:
Average — Diluted		3,569.8			3,602.0			2,092.7			(1	)		71
Common Shares at Period-end		3,525.3			3,556.2			2,081.7			(1	)		69
SELECTED RATIOS:
Return on Common Equity (“ROE”) (a)		9	%		6	%		17	%		300	bp		(800	)bp
Return on Equity-Goodwill (“ROE-GW”) (a) (b)		15			11			21			400			(600	)
Return on Assets (“ROA”) (a) (c)		0.79			0.57			1.01			22			(22	)
Tier 1 Capital Ratio		8.6	(d)		8.7			8.4			(10	)		20
Total Capital Ratio		12.0	(d)		12.2			11.4			(20	)		60
SELECTED BALANCE SHEET DATA (Period-end)
Total Assets	$	1,178,305		$	1,157,248		$	801,078			2	%		47	%
Wholesale Loans		137,401			135,067			77,068			2			78
Consumer Loans		265,268			267,047			140,562			(1	)		89
Deposits		531,379			521,456			336,886			2			58
Common Stockholders’ Equity		105,001			105,314			47,092			—			123
Headcount		164,381			160,968			96,010			2			71
LINE OF BUSINESS EARNINGS
Investment Bank	$	1,325		$	660		$	1,017			101			30
Retail Financial Services		988			775			206			27			380
Card Services		522			515			162			1			222
Commercial Banking		243			254			74			(4	)		228
Treasury & Securities Services		245			145			98			69			150
Asset & Wealth Management		276			263			122			5			126
Corporate (e)		(687	)		(296	)		251			(132	)	NM
Total Operating Earnings		2,912			2,316			1,930			26			51
Reconciling Items (After-Tax):
Merger Costs		(90	)		(324	)		—			72		NM
Litigation Reserve Charge		(558	)		—			—		NM			NM
Accounting Policy Conformity		—			(326	)		—		NM			NM
Net Income (Loss)	$	2,264		$	1,666		$	1,930			36			17

Note: Effective July 1, 2004, Bank One Corporation (“Bank One”) merged with and into JPMorgan Chase & Co. (“JPMorgan Chase”). Bank One’s results of operations are included in JPMorgan Chase’s results beginning July 1, 2004. In accordance with U.S. GAAP, the results of operations for the first quarter of 2005 and fourth quarter of 2004, each reflect three months of results of operations for the combined Firm. The results of operations for the first quarter of 2004 reflects only the results of operations for heritage JPMorgan Chase.

(a)	Based on annualized amounts.
(b)	Net income applicable to common stock / Total average common equity (net of goodwill). The Firm uses return on equity less goodwill, a non-GAAP financial measure, to evaluate the operating performance of the Firm. The Firm utilizes this measure to facilitate operating comparisons to other competitors.
(c)	U.S. GAAP earnings / Total average assets
(d)	Estimated
(e)	Includes Treasury, Private Equity, Support Units and the net effects remaining at the corporate level after the implementation of management accounting policies.

Page 19

JPMORGAN CHASE & CO.
PRO FORMA CONSOLIDATED FINANCIAL HIGHLIGHTS
(in millions, except per share, ratio and headcount data)

							PRO FORMA
							COMBINED			1QTR 2005
	1QTR			4QTR			1QTR			Change
	2005			2004			2004			4QTR 2004			1QTR 2004
SELECTED INCOME STATEMENT DATA
Total Net Revenue	$	13,647		$	12,950		$	13,807			5	%		(1	)%
Provision for Credit Losses		427			1,157			153			(63	)		179
Noninterest Expense		9,937			9,386			9,112			6			9
Net Income		2,264			1,666			3,027			36			(25	)
Per Common Share:
Net Income Per Share — Diluted	$	0.63		$	0.46		$	0.84			37			(25	)
Cash Dividends Declared Per Share		0.34			0.34			0.34			—			—
Book Value Per Share		29.78			29.61			29.73			1			—
Closing Share Price		34.60			39.01			41.95			(11	)		(18	)
Common Shares Outstanding:
Average — Diluted		3,569.8			3,602.0			3,590.4			(1	)		(1	)
Common Shares at Period-end		3,525.3			3,556.2			3,567.0			(1	)		(1	)
SELECTED RATIOS:
Return on Common Equity (“ROE”) (a)		9	%		6	%		12	%		300	bp		(300	)bp
Return on Equity-Goodwill (“ROE-GW”) (a) (b)		15			11			20			400			(500	)
Return on Assets (“ROA”) (a) (c)		0.79			0.57			1.08			22			(29	)
Tier 1 Capital Ratio		8.6	(d)		8.7			8.8			(10	)		(20	)
Total Capital Ratio		12.0	(d)		12.2			12.0			(20	)		—
SELECTED BALANCE SHEET DATA (Period-end)
Total Assets	$	1,178,305		$	1,157,248		$	1,156,905			2	%		2	%
Wholesale Loans		137,401			135,067			133,831			2			3
Consumer Loans		265,268			267,047			218,924			(1	)		21
Deposits		531,379			521,456			503,199			2			6
Common Stockholders’ Equity		105,001			105,314			106,041			—			(1	)
Headcount		164,381			160,968			167,052			2			(2	)
LINE OF BUSINESS EARNINGS
Investment Bank	$	1,325		$	660		$	1,351			101			(2	)
Retail Financial Services		988			775			744			27			33
Card Services		522			515			336			1			55
Commercial Banking		243			254			289			(4	)		(16	)
Treasury & Securities Services		245			145			93			69			163
Asset & Wealth Management		276			263			229			5			21
Corporate (e)		(687	)		(296	)		(15	)		(132	)	NM
Total Operating Earnings		2,912			2,316			3,027			26			(4	)
Reconciling Items (After-Tax):
Merger Costs		(90	)		(324	)		—			72		NM
Litigation Reserve Charge		(558	)		—			—		NM			NM
Accounting Policy Conformity		—			(326	)		—		NM			NM
Net Income	$	2,264		$	1,666		$	3,027			36			(25	)

(a)	Based on annualized amounts.
(b)	Net income applicable to common stock / Total average common equity (net of goodwill). The Firm uses return on equity less goodwill, a non-GAAP financial measure, to evaluate the operating performance of the Firm. The Firm utilizes this measure to facilitate operating comparisons to other competitors.
(c)	U.S. GAAP earnings / Total average assets
(d)	Estimated.
(e)	Includes Treasury, Private Equity, Support Units and the net effects remaining at the corporate level after the implementation of management accounting policies.

Page 20

EX-99.2

Exhibit 99.2

EARNINGS RELEASE FINANCIAL SUPPLEMENT

FIRST QUARTER 2005

JPMORGAN CHASE & CO.
TABLE OF CONTENTS

	Page
Consolidated Results
Financial Highlights		3
Statements of Income — Reported Basis		4
Consolidated Balance Sheets		5
Condensed Average Balance Sheets and Annualized Yields		6
Reconciliation from Reported to Operating Basis Summary		7
Business Detail
Statements of Income — Operating Basis		8
Line of Business Financial Highlights — Operating Basis		9
Investment Bank		10
Retail Financial Services		12
Card Services — Managed Basis		16
Commercial Banking		19
Treasury & Securities Services		20
Asset & Wealth Management		21
Corporate		24
Consolidated Credit-Related Information		26
Supplemental Detail
Capital		31
Glossary of Terms		32
Appendix : Reconciliation from Reported to Operating Basis		34

Page 2

JPMORGAN CHASE & CO.
CONSOLIDATED FINANCIAL HIGHLIGHTS
(in millions, except per share, ratio and headcount data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
SELECTED INCOME STATEMENT DATA
Total Net Revenue	$	13,647		$	12,950		$	12,505		$	8,631		$	9,011			5	%		51	%
Provision for Credit Losses		427			1,157			1,169			203			15			(63	)	NM
Noninterest Expense		9,937			9,386			9,377			9,503			6,093			6			63
Net Income (Loss)		2,264			1,666			1,418			(548	)		1,930			36			17
Per Common Share:
Net Income (Loss) Per Share — Diluted	$	0.63		$	0.46		$	0.39		$	(0.27	)	$	0.92			37			(32	)
Cash Dividends Declared Per Share		0.34			0.34			0.34			0.34			0.34			—			—
Book Value Per Share		29.78			29.61			29.42			21.52			22.62			1			32
Closing Share Price		34.60			39.01			39.73			38.77			41.95			(11	)		(18	)
Common Shares Outstanding:
Average — Diluted		3,569.8			3,602.0			3,592.0			2,042.8			2,092.7			(1	)		71
Common Shares at Period-end		3,525.3			3,556.2			3,564.1			2,087.5			2,081.7			(1	)		69
SELECTED RATIOS:
Return on Common Equity (“ROE”) (a)		9	%		6	%		5	%	NM				17	%	300		bp	(800		)  bp
Return on Equity-Goodwill (“ROE-GW”) (a) (b)		15			11			9		NM				21			400			(600	)
Return on Assets (“ROA”) (a) (c)		0.79			0.57			0.50		NM				1.01			22			(22	)
Tier 1 Capital Ratio		8.6	(d)		8.7			8.6			8.2	%		8.4			(10	)		20
Total Capital Ratio		12.0	(d)		12.2			12.0			11.2			11.4			(20	)		60
SELECTED BALANCE SHEET DATA (Period-end)
Total Assets	$	1,178,305		$	1,157,248		$	1,138,469		$	817,763		$	801,078			2	%		47	%
Wholesale Loans		137,401			135,067			132,344			77,044			77,068			2			78
Consumer Loans		265,268			267,047			261,357			148,894			140,562			(1	)		89
Deposits		531,379			521,456			496,454			346,539			336,886			2			58
Common Stockholders’ Equity		105,001			105,314			104,844			44,932			47,092			—			123
Headcount		164,381			160,968			162,275			94,615			96,010			2			71
LINE OF BUSINESS EARNINGS
Investment Bank	$	1,325		$	660		$	627		$	644		$	1,017			101			30
Retail Financial Services		988			775			822			396			206			27			380
Card Services		522			515			421			176			162			1			222
Commercial Banking		243			254			215			65			74			(4	)		228
Treasury & Securities Services		245			145			96			101			98			69			150
Asset & Wealth Management		276			263			197			99			122			5			126
Corporate (e)		(687	)		(296	)		(219	)		325			251			(132	)	NM
Total Operating Earnings		2,912			2,316			2,159			1,806			1,930			26			51
Reconciling Items (After-Tax):
Merger Costs		(90	)		(324	)		(462	)		(60	)		—			72		NM
Litigation Reserve Charge		(558	)		—			—			(2,294	)		—		NM			NM
Accounting Policy Conformity		—			(326	)		(279	)		—			—		NM			NM
Net Income (Loss)	$	2,264		$	1,666		$	1,418		$	(548	)	$	1,930			36			17

Note: Effective July 1, 2004, Bank One Corporation (“Bank One”) merged with and into JPMorgan Chase & Co. (“JPMorgan Chase”). Bank One’s results of operations are included in JPMorgan Chase’s results beginning July 1, 2004. In accordance with U.S. GAAP, the results of operations for the first quarter of 2005, and third and fourth quarters of 2004, each reflect three months of results of operations for the combined Firm. The results of operations for the first and second quarters of 2004, reflect only the results of operations for heritage JPMorgan Chase.

(a)	Based on annualized amounts.
(b)	Net income applicable to common stock/Total average common equity (net of goodwill). The Firm uses return on equity less goodwill, a non-GAAP financial measure, to evaluate the operating performance of the Firm. The Firm utilizes this measure to facilitate operating comparisons to other competitors.
(c)	U.S. GAAP earnings/Total average assets
(d)	Estimated
(e)	Includes Treasury, Private Equity, Support Units and the net effects remaining at the corporate level after the implementation of management accounting policies.
NM — Not meaningful due to net loss.

Page 3

JPMORGAN CHASE & CO.
STATEMENTS OF INCOME — REPORTED BASIS
(in millions, except per share, ratio and headcount data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
REVENUE
Investment Banking Fees	$	993		$	1,073		$	879		$	893		$	692			(7	)  %		43	%
Trading Revenue (a)		1,859			611			408			873			1,720			204			8
Lending & Deposit Related Fees		820			903			943			412			414			(9	)		98
Asset Management, Administration and Commissions		2,455			2,285			2,141			1,770			1,771			7			39
Securities / Private Equity Gains (Losses)		(45	)		569			413			460			432			NM			NM
Mortgage Fees and Related Income		405			130			277			338			259			212			56
Credit Card Income		1,734			1,822			1,782			631			605			(5	)		187
Other Income		201			228			210			260			132			(12	)		52
Noninterest Revenue		8,422			7,621			7,053			5,637			6,025			11			40
Interest Income		10,632			9,862			9,493			5,614			5,626			8			89
Interest Expense		5,407			4,533			4,041			2,620			2,640			19			105
Net Interest Income		5,225			5,329			5,452			2,994			2,986			(2	)		75
TOTAL NET REVENUE		13,647			12,950			12,505			8,631			9,011			5			51
Provision for Credit Losses		427			1,157			1,169			203			15			(63	)		NM
NONINTEREST EXPENSE
Compensation Expense		4,702			4,211			4,050			2,943			3,302			12			42
Occupancy Expense		525			609			604			440			431			(14	)		22
Technology and Communications Expense		920			1,051			1,046			786			819			(12	)		12
Professional & Outside Services		1,074			1,191			1,103			752			816			(10	)		32
Marketing		483			428			506			202			199			13			143
Other Expense		805			981			920			511			447			(18	)		80
Amortization of Intangibles		383			392			396			79			79			(2	)		385
Total Noninterest Expense before Merger Costs and		8,892			8,863			8,625			5,713			6,093			—			46
Litigation Reserve Charge
Merger Costs		145			523			752			90			—			(72	)		NM
Litigation Reserve Charge		900			—			—			3,700			—			NM			NM
TOTAL NONINTEREST EXPENSE		9,937			9,386			9,377			9,503			6,093			6			63
Income (Loss) before Income Tax Expense		3,283			2,407			1,959			(1,075	)		2,903			36			13
Income Tax Expense (Benefit)		1,019			741			541			(527	)		973			38			5
NET INCOME (LOSS)	$	2,264		$	1,666		$	1,418		$	(548	)	$	1,930			36			17
NET INCOME (LOSS) APPLICABLE TO COMMON STOCK	$	2,259		$	1,653		$	1,405		$	(561	)	$	1,917			37			18
NET INCOME (LOSS) PER COMMON SHARE
Basic Earnings per Share	$	0.64		$	0.47		$	0.40		$	(0.27	)	$	0.94			36			(32	)
Diluted Earnings per Share		0.63			0.46			0.39			(0.27	)		0.92			37			(32	)
Average Basic Shares		3,517.5			3,514.7			3,513.5			2,042.8			2,032.3			—			73
Average Diluted Shares		3,569.8			3,602.0			3,592.0			2,042.8			2,092.7			(1	)		71
FINANCIAL RATIOS
ROE		9	%		6	%		5	%		NM			17	%		300	bp		(800	)  bp
ROE-GW		15			11			9			NM			21			400			(600	)
ROA		0.79			0.57			0.50			NM			1.01			22			(22	)
Effective Income Tax Rate		31			31			28			49	%		34			—			(300	)
Overhead Ratio		73			72			75			110			68			100			500
Headcount		164,381			160,968			162,275			94,615			96,010			2	%		71	%

(a) Trading NII is not included in trading revenue. See page 10 for additional details.

Page 4

JPMORGAN CHASE & CO.
CONSOLIDATED BALANCE SHEETS
(in millions)

																Mar 31, 2005
										Heritage JPMC Only						Change
	Mar 31			Dec 31			Sep 30			Jun 30			Mar 31			Dec 31			Mar 31
	2005			2004			2004			2004			2004			2004			2004
ASSETS
Cash and Due from Banks	$	37,593		$	35,168		$	30,815		$	23,525		$	19,419			7	%		94	%
Deposits with Banks		14,331			21,680			33,082			39,135			35,600			(34	)		(60	)
Federal Funds Sold and Securities Purchased under Resale Agreements		132,751			101,354			96,031			100,851			79,414			31			67
Securities Borrowed		53,174			47,428			50,546			44,947			49,881			12			7
Trading Assets:
Debt and Equity Instruments		230,725			222,832			214,852			187,640			189,549			4			22
Derivative Receivables		60,388			65,982			57,795			49,980			58,434			(8	)		3
Securities		75,251			94,512			92,816			64,915			70,747			(20	)		6
Interests in Purchased Receivables		28,484			31,722			30,479			—			—			(10	)		NM
Loans (Net of Allowance for Loan Losses)		395,734			394,794			386,208			221,971			213,510			—			85
Private Equity Investments		7,333			7,735			8,547			6,663			7,097			(5	)		3
Accrued Interest and Accounts Receivable		21,098			21,409			19,876			15,050			13,250			(1	)		59
Premises and Equipment		9,344			9,145			8,880			6,268			6,418			2			46
Goodwill		43,440			43,203			42,947			8,731			8,730			1			398
Other Intangible Assets:
Mortgage Servicing Rights		5,663			5,080			5,168			5,707			4,189			11			35
Purchased Credit Card Relationships		3,703			3,878			4,055			893			953			(5	)		289
All Other Intangibles		5,514			5,726			5,945			799			813			(4	)		NM
Other Assets		53,779			45,600			50,427			40,688			43,074			18			25
TOTAL ASSETS	$	1,178,305		$	1,157,248		$	1,138,469		$	817,763		$	801,078			2			47
LIABILITIES
Deposits:
U.S. Offices:
Noninterest-Bearing	$	130,533		$	129,257		$	122,054		$	87,972		$	79,560			1			64
Interest-Bearing		271,592			261,673			254,611			141,118			142,755			4			90
Non-U.S. Offices:
Noninterest-Bearing		6,669			6,931			7,259			7,320			7,868			(4	)		(15	)
Interest-Bearing		122,585			123,595			112,530			110,129			106,703			(1	)		15
Total Deposits		531,379			521,456			496,454			346,539			336,886			2			58
Federal Funds Purchased and Securities Sold under Repurchase Agreements		137,062			127,787			167,313			152,619			148,526			7			(8	)
Commercial Paper		13,063			12,605			10,307			15,300			14,972			4			(13	)
Other Borrowed Funds		10,124			9,039			9,454			9,435			10,414			12			(3	)
Trading Liabilities:
Debt and Equity Instruments		96,090			87,942			78,767			82,338			80,303			9			20
Derivative Payables		57,626			63,265			52,307			42,838			53,883			(9	)		7
Accounts Payable, Accrued Expenses and Other Liabilities (including the Allowance for Lending-Related Commitments)		72,183			75,722			68,675			56,576			43,656			(5	)		65
Beneficial Interests Issued by Consolidated VIEs		44,827			48,061			45,840			6,562			7,543			(7	)		494
Long-Term Debt		99,329			95,422			91,754			52,981			50,062			4			98
Junior Subordinated Deferrable Interest Debentures Held by Trusts that Issued Guaranteed Capital Debt Securities		11,282			10,296			11,745			6,634			6,732			10			68
TOTAL LIABILITIES		1,072,965			1,051,595			1,032,616			771,822			752,977			2			42
STOCKHOLDERS’ EQUITY
Preferred Stock		339			339			1,009			1,009			1,009			—			(66	)
Common Stock		3,598			3,585			3,576			2,095			2,088			—			72
Capital Surplus		73,394			72,801			72,183			14,426			14,193			1			417
Retained Earnings		31,253			30,209			29,779			29,596			30,878			3			1
Accumulated Other Comprehensive Income (Loss)		(623	)		(208	)		(242	)		(910	)		177			(200	)		NM
Treasury Stock, at Cost		(2,621	)		(1,073	)		(452	)		(275	)		(244	)		(144	)		NM
TOTAL STOCKHOLDERS’ EQUITY		105,340			105,653			105,853			45,941			48,101			—			119
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,178,305		$	1,157,248		$	1,138,469		$	817,763		$	801,078			2			47

Page 5

 
 

JPMORGAN CHASE & CO.
CONDENSED AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS
(in millions, except rates)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
AVERAGE BALANCES
ASSETS
Deposits with Banks	$	15,232		$	31,799		$	34,166		$	26,905		$	21,535			(52	)  %		(29	)  %
Federal Funds Sold and Securities Purchased under Resale Agreements		121,189			104,038			102,042			87,080			82,555			16			47
Securities Borrowed		52,449			47,663			47,087			54,233			48,609			10			8
Trading Assets — Debt Instruments		187,669			186,013			170,663			153,547			166,389			1			13
Securities		93,438			92,294			94,720			64,149			63,992			1			46
Interests in Purchased Receivables		29,277			30,491			28,917			—			2,537			(4	)		NM
Loans		398,494			400,841			390,753			225,344			214,941			(1	)		85
Total Interest-Earning Assets		897,748			893,139			868,348			611,258			600,558			1			49
Trading Assets — Equity Instruments		43,717			35,803			30,275			38,934			20,002			22			119
All Other Noninterest-Earning Assets		221,353			225,946			218,712			152,678			150,758			(2	)		47
TOTAL ASSETS	$	1,162,818		$	1,154,888		$	1,117,335		$	802,870		$	771,318			1			51
LIABILITIES
Interest-Bearing Deposits	$	388,355		$	377,368		$	365,104		$	254,034		$	238,206			3			63
Federal Funds Purchased and Securities Sold under Repurchase Agreements		151,335			158,633			163,206			155,335			145,370			(5	)		4
Commercial Paper		12,665			10,885			12,497			14,283			13,153			16			(4	)
Other Borrowings (a)		98,259			89,674			84,387			80,364			80,388			10			22
Beneficial Interests Issued by Consolidated VIEs		45,294			46,366			43,308			7,433			9,764			(2	)		364
Long-Term Debt		108,004			104,599			101,060			57,019			53,574			3			102
Total Interest-Bearing Liabilities		803,912			787,525			769,562			568,468			540,455			2			49
Noninterest-Bearing Liabilities		253,222			261,487			242,395			186,529			184,036			(3	)		38
TOTAL LIABILITIES		1,057,134			1,049,012			1,011,957			754,997			724,491			1			46
Preferred Stock		339			1,002			1,009			1,009			1,009			(66	)		(66	)
Common Stockholders’ Equity		105,345			104,874			104,369			46,864			45,818			—			130
TOTAL STOCKHOLDERS’ EQUITY		105,684			105,876			105,378			47,873			46,827			—			126
TOTAL LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	$	1,162,818		$	1,154,888		$	1,117,335		$	802,870		$	771,318			1			51
AVERAGE RATES
INTEREST-EARNING ASSETS
Deposits with Banks		4.11	%		2.60	%		1.53	%		1.68	%		1.62	%		151	bp		249	bp
Federal Funds Sold and Securities Purchased under Resale Agreements		2.43			2.03			1.85			1.45			1.49			40			94
Securities Borrowed		1.71			1.34			1.01			0.66			0.77			37			94
Trading Assets — Debt Instruments		4.89			4.44			4.64			4.37			4.35			45			54
Securities		4.93			4.43			4.42			4.58			4.22			50			71
Interests in Purchased Receivables		2.58			2.11			1.63			NM			1.79			47			79
Loans		6.11			5.66			5.67			4.85			5.00			45			111
Total Interest-Earning Assets		4.83			4.40			4.33			3.71			3.78			43			105
INTEREST-BEARING LIABILITIES
Interest-Bearing Deposits		2.07			1.75			1.43			1.28			1.37			32			70
Federal Funds Purchased and Securities Sold under Repurchase Agreements		2.46			1.95			1.52			1.16			1.24			51			122
Commercial Paper		2.62			2.26			1.49			0.98			0.96			36			166
Other Borrowings (a)		5.06			4.13			5.16			4.44			4.53			93			53
Beneficial Interests Issued by Consolidated VIEs		2.44			1.97			1.58			2.04			1.60			47			84
Long-Term Debt		3.47			3.31			3.10			2.85			3.02			16			45
Total Interest-Bearing Liabilities		2.73			2.29			2.09			1.85			1.96			44			77
INTEREST RATE SPREAD		2.10	%		2.11	%		2.24	%		1.86	%		1.82	%		(1	)		28
NET YIELD ON INTEREST-EARNING ASSETS		2.39	%		2.38	%		2.48	%		1.98	%		2.01	%		1			38
NET YIELD ON INTEREST-EARNING ASSETS ADJUSTED FOR SECURITIZATIONS		2.95	%		2.95	%		3.05	%		2.40	%		2.43	%		—			52

(a) Includes securities sold but not yet purchased.

Page 6

 
 

OPERATING BASIS

In addition to analyzing the Firm’s results on a reported basis, management reviews the line of business results on an “operating basis,” which is a non-GAAP financial measure. The definition of operating basis starts with the reported U.S. GAAP results. In the case of the IB, operating basis noninterest revenue includes, in Trading Revenue, net interest income related to trading activities. Trading activities generate revenues, which are recorded for U.S. GAAP purposes in two line items on the income statement: Trading Revenue, which includes the mark-to-market gains or losses on trading positions; and Net Interest Income, which includes the interest income or expense related to those positions. Combining both the trading revenue and related net interest income enables management to evaluate IB’s trading activities, by considering all revenue related to these activities, and facilitates operating comparisons to other competitors. In the case of Card Services, operating or managed basis excludes the impact of credit card securitizations on revenue, the Provision for Credit Losses, net charge-offs and receivables. JPMorgan Chase uses the concept of “managed receivables” to evaluate the credit performance of the underlying credit card loans, both sold and not sold: as the same borrower is continuing to use the credit card for ongoing charges, a borrower’s credit performance will impact both the receivables sold under SFAS 140 and those not sold. Thus, in its disclosures regarding managed receivables, JPMorgan Chase treats the sold receivables as if they were still on the balance sheet in order to disclose the credit performance (such as net charge-off rates) of the entire managed credit card portfolio.

In addition, operating basis excludes the Merger Costs, the Litigation Reserve Charge and Accounting Policy Conformity Adjustments related to the Merger, as management believes these items are not part of the Firm’s normal daily business operations (and, therefore, not indicative of trends), and do not provide meaningful comparisons with other periods.
 
Finally, Operating revenue (Noninterest Revenue and Net interest income) for each of the segments and the Firm is presented on a tax-equivalent basis. Accordingly, revenue from tax-exempt securities and investments that receive tax credits are presented in the operating results on a basis comparable to taxable securities and investments. This allows management to assess the comparability of revenues arising from both taxable and tax-exempt sources. The corresponding tax impact related to these items is recorded within Income tax expense. In the first quarter of 2005, the Corporate sector’s and the Firm’s results have been restated to be presented on a tax-equivalent basis. Previously, only the segments’ operating results were presented on a tax- equivalent basis, and the impact of the segments’ tax-equivalent adjustments was eliminated in the Corporate sector. This restatement had no impact on the Corporate sector’s or the Firm’s operating earnings.

 
 

JPMORGAN CHASE & CO.
RECONCILIATION FROM REPORTED TO OPERATING BASIS SUMMARY
(in millions)

JPMorgan Chase prepares its Consolidated financial statements using accounting principles generally accepted in the United States of America (“U.S. GAAP”), which is referred to as “reported basis.” This presentation provides the reader with an understanding of the Firm’s results that can be consistently tracked from year to year and enables comparisons to the Firm’s performance with other companies’ U.S. GAAP financial statements. In additional to analyzing the Firm’s results on a reported basis, management reviews line-of-business results on an “operating basis,” which is a non-GAAP financial measure. The financial information that is presented on the following pages is presented on an operating basis; for additional information, see the previous page for a more detailed definition of operating basis and the Appendix.

										Heritage JPMC Only					1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR		Change
	2005			2004			2004			2004			2004		4QTR 2004			1QTR 2004
TOTAL NET REVENUE
Total Net Revenue — Reported	$	13,647		$	12,950		$	12,505		$	8,631		$	9,011		5	%		51	%
Impact of:
Credit Card Securitizations		917			1,011			928			486			473		(9	)		94
Accounting Policy Conformity Adjustments		—			—			118			—			—		NM			NM
Tax Equivalent Adjustments		176			188			28			59			48		(6	)		267
Total Net Revenue — Operating	$	14,740		$	14,149		$	13,579		$	9,176		$	9,532		4			55
PROVISION FOR CREDIT LOSSES
Provision for Credit Losses — Reported	$	427		$	1,157		$	1,169		$	203		$	15		(63	)		NM
Impact of:
Credit Card Securitizations		917			1,011			928			486			473		(9	)		94
Accounting Policy Conformity Adjustments		—			(525	)		(333	)		—			—		NM			NM
Provision for Credit Losses — Operating	$	1,344		$	1,643		$	1,764		$	689		$	488		(18	)		175
TOTAL NONINTEREST EXPENSE
Total Noninterest Expense — Reported	$	9,937		$	9,386		$	9,377		$	9,503		$	6,093		6			63
Impact of:
Merger Costs		(145	)		(523	)		(752	)		(90	)		—		72			NM
Litigation Reserve Charges		(900	)		—			—			(3,700	)		—		NM			NM
Total Noninterest Expense — Operating	$	8,892		$	8,863		$	8,625		$	5,713		$	6,093		—			46
INCOME TAX EXPENSE
Income Tax Expense — Reported	$	1,019		$	741		$	541		$	(527	)	$	973		38			5
Impact of:
Merger Costs		55			199			290			30			—		(72	)		NM
Litigation Reserve Charges		342			—			—			1,406			—		NM			NM
Accounting Policy Conformity Adjustments		—			199			172			—			—		NM			NM
Tax Equivalent Adjustments		176			188			28			59			48		(6	)		267
Income Tax Expense — Operating	$	1,592		$	1,327		$	1,031		$	968		$	1,021		20			56
NET INCOME
Net Income — Reported	$	2,264		$	1,666		$	1,418		$	(548	)	$	1,930		36			17
Impact of:
Merger Costs		90			324			462			60			—		(72	)		NM
Litigation Reserve Charges		558			—			—			2,294			—		NM			NM
Accounting Policy Conformity Adjustments		—			326			279			—			—		NM			NM
Net Income — Operating	$	2,912		$	2,316		$	2,159		$	1,806		$	1,930		26			51

Page 7

 
 

JPMORGAN CHASE & CO.
STATEMENTS OF INCOME — OPERATING BASIS
(in millions, except per share and ratio data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
REVENUE
Investment Banking Fees	$	993		$	1,073		$	879		$	893		$	692			(7	)  %		43	%
Trading-Related Revenue (Including Trading NII)		2,187			1,122			832			1,312			2,296			95			(5	)
Lending & Deposit Related Fees		820			903			943			412			414			(9	)		98
Asset Management, Administration and Commissions		2,455			2,285			2,141			1,770			1,771			7			39
Securities / Private Equity Gains (Losses)		(45	)		569			413			460			432			NM			NM
Mortgage Fees and Related Income		405			130			277			338			259			212			56
Credit Card Income		919			1,036			934			324			279			(11	)		229
Other Income		316			407			389			256			127			(22	)		149
Noninterest Revenue		8,050			7,525			6,808			5,765			6,270			7			28
Interest Income		12,592			11,233			11,000			6,031			5,902			12			113
Interest Expense		5,902			4,609			4,229			2,620			2,640			28			124
Net Interest Income		6,690			6,624			6,771			3,411			3,262			1			105
TOTAL NET REVENUE		14,740			14,149			13,579			9,176			9,532			4			55
Managed Provision for Credit Losses		1,344			1,643			1,764			689			488			(18	)		175
NONINTEREST EXPENSE
Compensation Expense		4,702			4,211			4,050			2,943			3,302			12			42
Occupancy Expense		525			609			604			440			431			(14	)		22
Technology and Communications Expense		920			1,051			1,046			786			819			(12	)		12
Professional & Outside Services		1,074			1,191			1,103			752			816			(10	)		32
Marketing		483			428			506			202			199			13			143
Other Expense		805			981			920			511			447			(18	)		80
Amortization of Intangibles		383			392			396			79			79			(2	)		385
TOTAL NONINTEREST EXPENSE		8,892			8,863			8,625			5,713			6,093			—			46
Operating Earnings before Income Tax Expense		4,504			3,643			3,190			2,774			2,951			24			53
Income Tax Expense		1,592			1,327			1,031			968			1,021			20			56
OPERATING EARNINGS	$	2,912		$	2,316		$	2,159		$	1,806		$	1,930			26			51
Operating Earnings Per Common Share
Diluted EPS	$	0.81		$	0.64		$	0.60		$	0.85		$	0.92			27			(12	)
Operating Financial Ratios
ROE		11	%		9	%		8	%		15	%		17	%		200	bp		(600)	bp
ROE-GW		19			15			14			19			21			400			(200	)
ROA		0.96			0.75			0.72			0.87			0.96			21			—
Effective Income Tax Rate		35			36			32			35			35			(100	)		—
Overhead Ratio		60			63			64			62			64			(300	)		(400	)
RECONCILIATION OF OPERATING EARNINGS PER SHARE TO NET INCOME (LOSS) PER SHARE — DILUTED
Operating Earnings	$	0.81		$	0.64		$	0.60		$	0.85		$	0.92			27	%		(12	)  %
Reconciling Items (Net of Taxes):
Merger Costs		(0.03	)		(0.09	)		(0.13	)		(0.03	)		—			67			NM
Litigation Reserve Charge		(0.15	)		—			—			(1.09	)		—			NM			NM
Accounting Policy Conformity		—			(0.09	)		(0.08	)		—			—			NM			NM
Net Income (Loss)	$	0.63		$	0.46		$	0.39		$	(0.27	)	$	0.92			37			(32	)

Page 8

 
 

JPMORGAN CHASE & CO.
LINE OF BUSINESS FINANCIAL HIGHLIGHTS — OPERATING BASIS
(in millions, except ratio data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
REVENUE
Investment Bank	$	4,180		$	3,201		$	2,701		$	2,939		$	3,764			31	%		11	%
Retail Financial Services		3,847			3,545			3,800			1,835			1,611			9			139
Card Services		3,779			3,830			3,771			1,587			1,557			(1	)		143
Commercial Banking		850			885			833			334			322			(4	)		164
Treasury & Securities Services		1,482			1,413			1,339			1,093			1,012			5			46
Asset & Wealth Management		1,361			1,310			1,193			828			848			4			60
Corporate		(759	)		(35	)		(58	)		560			418			NM			NM
TOTAL NET REVENUE	$	14,740		$	14,149		$	13,579		$	9,176		$	9,532			4			55
OPERATING EARNINGS
Investment Bank	$	1,325		$	660		$	627		$	644		$	1,017			101			30
Retail Financial Services		988			775			822			396			206			27			380
Card Services		522			515			421			176			162			1			222
Commercial Banking		243			254			215			65			74			(4	)		228
Treasury & Securities Services		245			145			96			101			98			69			150
Asset & Wealth Management		276			263			197			99			122			5			126
Corporate		(687	)		(296	)		(219	)		325			251			(132	)		NM
TOTAL OPERATING EARNINGS	$	2,912		$	2,316		$	2,159		$	1,806		$	1,930			26			51
AVERAGE EQUITY (a)
Investment Bank	$	20,000		$	20,000		$	20,000		$	14,015		$	15,085			—			33
Retail Financial Services		13,100			13,050			13,050			5,005			5,177			—			153
Card Services		11,800			11,800			11,800			3,346			3,392			—			248
Commercial Banking		3,400			3,400			3,400			747			795			—			328
Treasury & Securities Services		1,900			1,900			1,900			3,203			3,189			—			(40	)
Asset & Wealth Management		2,400			2,400			2,400			5,370			5,471			—			(56	)
Corporate (b)		52,745			52,324			51,819			15,178			12,709			1			315
TOTAL AVERAGE EQUITY	$	105,345		$	104,874		$	104,369		$	46,864		$	45,818			—			130
RETURN ON EQUITY (a)
Investment Bank		27	%		13	%		12	%		18	%		27	%		1,400	bp		—	bp
Retail Financial Services		31			24			25			32			16			700			1,500
Card Services		18			17			14			21			19			100			(100	)
Commercial Banking		29			30			25			35			37			(100	)		(800	)
Treasury & Securities Services		52			30			20			13			12			2,200			4,000
Asset & Wealth Management		47			44			33			7			9			300			3,800
JPMC ROE		11			9			8			15			17			200			(600	)
JPMC ROE-GW		19			15			14			19			21			400			(200	)

(a)

As a result of the Merger, new capital allocation methodologies were implemented during the third quarter of 2004. The capital allocated to each line of business considers several factors: stand-alone peer comparables, economic risk measures and regulatory capital requirements. In addition, effective with the third quarter of 2004, goodwill, as well as the associated capital, is only allocated to the Corporate line of business. Prior periods have not been revised to reflect these new methodologies and also may not be comparable to the presentation beginning in the third quarter of 2004.

(b)

Effective with the third quarter of 2004, all goodwill is allocated to the Corporate line of business. Prior to the third quarter of 2004, goodwill was allocated to the various lines of business.

Page 9

JPMORGAN CHASE & CO.
INVESTMENT BANK
FINANCIAL HIGHLIGHTS
(in millions, except ratio and rankings data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
INCOME STATEMENT
REVENUE
Investment Banking Fees:
Advisory	$	263		$	250		$	273		$	268		$	147			5	%		79	%
Equity Underwriting		239			213			170			221			177			12			35
Debt Underwriting		483			617			468			402			366			(22	)		32
Total Investment Banking Fees		985			1,080			911			891			690			(9	)		43
Trading-Related Revenue: (a)
Fixed Income and Other		1,915			1,173			657			1,293			1,885			63			2
Equities		225			(42	)		220			(86	)		335			NM			(33	)
Credit Portfolio		59			(44	)		(35	)		29			56			NM			5
Total Trading-Related Revenue		2,199			1,087			842			1,236			2,276			102			(3	)
Lending & Deposit Related Fees		157			176			155			112			96			(11	)		64
Asset Management, Administration and Commissions		408			346			313			348			393			18			4
Other Income		127			178			91			45			14			(29	)		NM
Noninterest Revenue		3,876			2,867			2,312			2,632			3,469			35			12
Net Interest Income (a)		304			334			389			307			295			(9	)		3
TOTAL NET REVENUE (b)		4,180			3,201			2,701			2,939			3,764			31			11
Provision for Credit Losses		(366	)		(173	)		(151	)		(128	)		(188	)		(112	)		(95	)
Credit Reimbursement from TSS (c)		38			43			43			2			2			(12	)		NM
NONINTEREST EXPENSE
Compensation Expense		1,616			1,389			992			1,126			1,386			16			17
Noncompensation Expense		909			1,001			932			930			940			(9	)		(3	)
TOTAL NONINTEREST EXPENSE		2,525			2,390			1,924			2,056			2,326			6			9
Operating Earnings Before Income Tax Expense		2,059			1,027			971			1,013			1,628			100			26
Income Tax Expense (Benefit)		734			367			344			369			611			100			20
OPERATING EARNINGS	$	1,325		$	660		$	627		$	644		$	1,017			101			30
FINANCIAL RATIOS
ROE		27	%		13	%		12	%		18	%		27	%		1,400	bp		—	bp
ROA		0.95			0.49			0.50			0.59			0.97			46			(2	)
Overhead Ratio		60			75			71			70			62			(1,500	)		(200	)
Compensation Expense as a % of Total Net Revenue		39			43			37			38			37			(400	)		200
	YTD			Full Year
		2005			2004
MARKET SHARE / RANKINGS (d)
Global Debt, Equity and Equity-Related		6% / #5			7% / #3
Global Syndicated Loans		13% / #1			19% / #1
Global Long-Term Debt		6% / #5			7% / #2
Global Equity and Equity-Related		10% / #4			6% / #6
Global Announced M&A		25% / #4			25% / #3
U.S. Debt, Equity and Equity-Related		7% / #4			8% / #5
U.S. Syndicated Loans		27% / #1			32% / #1
U.S. Long-Term Debt		7% / #4			12% / #2
U.S. Equity and Equity-Related		11% / #4			8% / #6
U.S. Announced M&A		22% / #6			33% / #1

(a)	Trading revenue, on a reported basis, excludes the impact of net interest income related to IB’s trading activities; this income is recorded in Net interest income. However, in this presentation, to assess the profitability of IB’s trading business, the Firm combines these revenues for segment reporting. The amount reclassified from Net interest income to Trading revenue was $324 million, $511 million, $430 million, $427 million and $581 million, during the quarters ended March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004, and March 31, 2004, respectively.
(b)	Total net revenue includes tax equivalent adjustments of $155 million, $167 million, $9 million, $54 million and $44 million for the quarters ended March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004, and March 31, 2004, respectively.
(c)	TSS is charged a credit reimbursement related to certain exposures managed within the IB credit portfolio on behalf of clients shared with TSS.
(d)	Derived from Thomson Financial Securities Data. Global announced M&A is based on rank value; all other rankings are based on proceeds, with full credit to each book manager/equal if joint. Because of joint assignments, market share of all participants will add up to more than 100%. The market share and rankings are presented on a combined basis reflecting the merger of JPMorgan Chase and Bank One, as disclosed by Thomson Financial Securities Data.

Page 10

JPMORGAN CHASE & CO.
INVESTMENT BANK
FINANCIAL HIGHLIGHTS, CONTINUED
(in millions, except headcount and ratio data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
REVENUE BY BUSINESS
Investment Banking	$	985		$	1,080		$	911		$	891		$	690			(9	)  %		43	%
Fixed Income Markets		2,289			1,530			1,115			1,572			2,097			50			9
Equities Markets		556			243			455			161			632			129			(12	)
Credit Portfolio		350			348			220			315			345			1			1
Total Net Revenue	$	4,180		$	3,201		$	2,701		$	2,939		$	3,764			31			11
REVENUE BY REGION
Americas	$	2,224		$	1,829		$	1,591		$	1,497		$	1,953			22			14
Europe/Middle East/Africa		1,535			1,013			741			1,032			1,296			52			18
Asia/Pacific		421			359			369			410			515			17			(18	)
Total Net Revenue	$	4,180		$	3,201		$	2,701		$	2,939		$	3,764			31			11
SELECTED BALANCE SHEET (Average)
Total Assets (a)	$	566,778		$	533,898		$	496,347		$	439,166		$	422,151			6			34
Trading Assets — Debt and Equity Instruments (b)		225,367			219,466			197,150			186,975			176,788			3			27
Trading Assets — Derivative Receivables		63,574			65,417			60,465			51,925			57,042			(3	)		11
Loans (c)		47,468			47,674			45,779			38,729			38,199			—			24
Adjusted Assets (d)		445,840			432,085			401,010			373,461			367,525			3			21
Equity		20,000			20,000			20,000			14,015			15,085			—			33
Headcount		17,993			17,478			17,420			15,829			14,930			3			21
CREDIT DATA AND QUALITY STATISTICS
Net Charge-offs	$	(5	)	$	14		$	(16	)	$	15		$	34			NM			NM
Nonperforming Assets
- Nonperforming Loans (e)		814			954			1,075			1,202			1,498			(15	)		(46	)
- Other Nonperforming Assets		242			242			246			339			357			—			(32	)
Allowance for Loan Losses		1,191			1,547			1,841			742			855			(23	)		39
Allowance for Lending Related Commitments		296			305			358			183			215			(3	)		38
Net Charge-off Rate (c)		(0.05)	%		0.14	%		(0.17)	%		0.18	%		0.41	%		(19)	bp		(46)	bp
Allowance for Loan Losses to Average Loans (c)		3.03			3.87			4.78			2.21			2.59			(84	)		44
Allowance for Loan Losses to Nonperforming Loans (e)		147			163			172			62			58			(1,600	)		8,900
Nonperforming Loans to Average Loans		1.71			2.00			2.35			3.10			3.92			(29	)		(221	)
MARKET RISK — AVERAGE TRADING AND CREDIT PORTFOLIO VAR (f)(g)
Trading Activities:
Fixed Income (f)	$	57		$	68		$	80		$	77		$	73			(16	)  %		(22	)  %
Foreign Exchange		23			18			13			16			22			28			5
Equities		18			20			25			29			40			(10	)		(55	)
Commodities and Other		10			9			10			8			8			11			25
Diversification		(43	)		(42	)		(43	)		(42	)		(49	)		(2	)		12
Total Trading VAR		65			73			85			88			94			(11	)		(31	)
Credit Portfolio VAR (g)		13			13			13			15			15			—			(13	)
Diversification		(8	)		(7	)		(9	)		(9	)		(7	)		(14	)		(14	)
Total Trading and Credit Portfolio VAR	$	70		$	79		$	89		$	94		$	102			(11	)		(31	)

(a)	Total average assets include the Firm’s Excess Liquidity Program investments of $14 billion and $2 billion for the quarters ended March 31, 2005 and December 31, 2004, respectively.
(b)	Prior periods have been restated to conform with current presentation.
(c)	Loans include loans held for sale of $8,154 million, $7,684 million, $7,281 million, $5,199 million and $5,245 million for the quarters ended March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004 and March 31, 2004, respectively. These amounts are not included in the allowance coverage ratios and net charge-off rates.
(d)	Adjusted assets, a non-GAAP financial measure, equals total assets minus (1) securities purchased under resale agreements and securities borrowed less securities sold, not yet purchased, (2) assets of VIEs consolidated under FIN 46R, (3) cash and securities segregated and on deposit for regulatory and other purposes and (4) goodwill and intangibles. The amount of adjusted assets is presented to assist the reader in comparing the IB’s asset and capital levels to other investment banks in the securities industry. Asset to equity leverage ratios are commonly used as one measure to assess a company’s capital adequacy. The IB believes an adjusted asset amount, which excludes certain assets considered to have a low risk profile, provides a more meaningful measure of balance sheet leverage in the securities industry.
(e)	Nonperforming loans include loans held for sale of $2 million, $2 million, $4 million, $2 million, and $30 million, as of March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004 and March 31, 2004, respectively. These amounts are not included in the allowance coverage ratios.
(f)	Includes all mark-to-market trading activities, plus available-for-sale securities held for IB investing purposes.
(g)	Includes VAR on derivative credit valuation adjustments, credit valuation adjustment hedges and mark-to-market loan hedges, which are reported in Trading Revenue. This VAR does not include the accrual loan portfolio, which is not marked to market.

Page 11

JPMORGAN CHASE & CO.
RETAIL FINANCIAL SERVICES
FINANCIAL HIGHLIGHTS
(in millions, except ratio and headcount data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
INCOME STATEMENT
REVENUE
Lending & Deposit Related Fees	$	340		$	373		$	395		$	124		$	121			(9	)  %		181	%
Asset Management, Administration and Commissions		351			323			331			100			95			9			269
Securities / Private Equity Gains (Losses)		10			(89	)		6			—			—			NM			NM
Mortgage Fees and Related Income		411			162			255			365			255			154			61
Credit Card Income		94			97			89			25			19			(3	)		395
Other Income		(12	)		27			18			10			(24	)		NM			50
Noninterest Revenue		1,194			893			1,094			624			466			34			156
Net Interest Income		2,653			2,652			2,706			1,211			1,145			—			132
TOTAL NET REVENUE		3,847			3,545			3,800			1,835			1,611			9			139
Provision for Credit Losses		94			78			239			78			54			21			74
NONINTEREST EXPENSE
Compensation Expense		822			807			855			450			509			2			61
Noncompensation Expense		1,215			1,276			1,250			680			731			(5	)		66
Amortization of Intangibles		125			132			133			1			1			(5	)		NM
TOTAL NONINTEREST EXPENSE		2,162			2,215			2,238			1,131			1,241			(2	)		74
Operating Earnings Before Income Tax Expense		1,591			1,252			1,323			626			316			27			403
Income Tax Expense (Benefit)		603			477			501			230			110			26			448
OPERATING EARNINGS	$	988		$	775		$	822		$	396		$	206			27			380
FINANCIAL RATIOS
ROE		31	%		24	%		25	%		32	%		16	%		700	bp		1,500	bp
ROA		1.78			1.35			1.44			1.09			0.59			43			119
Overhead Ratio		56			62			59			62			77			(600	)		(2,100	)
SELECTED BALANCE SHEET (Ending)
Total Assets	$	224,562		$	226,560		$	227,952		$	148,682		$	138,747			(1	)  %		62	%
Loans (a)		199,215			202,473			201,116			131,712			123,923			(2	)		61
Core Deposits (b)(c)		162,241			156,885			154,589			80,466			81,392			3			99
Total Deposits (c)		187,225			182,372			180,307			80,339			91,478			3			105
SELECTED BALANCE SHEET (Average)
Total Assets	$	225,120		$	228,647		$	227,716		$	146,693		$	139,727			(2	)		61
Loans (d)		198,494			202,419			198,244			128,225			121,357			(2	)		64
Core Deposits (b)(c)		159,682			159,015			158,800			85,263			79,801			—			100
Total Deposits (c)		184,336			183,105			183,501			93,967			88,788			1			108
Equity		13,100			13,050			13,050			5,005			5,177			—			153
Headcount		59,322			59,632			60,691			30,480			31,377			(1	)		89
CREDIT DATA AND QUALITY STATISTICS
Net Charge-offs (e)	$	152		$	606		$	219		$	80		$	85			(75	)		79
Nonperforming Loans (f)		1,150			1,161			1,308			519			546			(1	)		111
Nonperforming Assets		1,351			1,385			1,557			693			736			(2	)		84
Allowance for Loan Losses		1,168			1,228			1,764			1,061			1,063			(5	)		10
Net Charge-off Rate (d)		0.34	%		1.28	%		0.47	%		0.29	%		0.32	%		(94	)  bp		2	bp
Allowance for Loan Losses to Ending Loans (a)		0.64			0.67			0.94			0.90			0.97			(3	)		(33	)
Allowance for Loan Losses to Nonperforming Loans (f)		104			107			143			223			214			(300	)		NM
Nonperforming Loans to Total Loans		0.58			0.57			0.65			0.39			0.44			1			14

(a)	End of period loans include loans held for sale of $16,532 million, $18,022 million, $12,816 million, $14,217 million and $14,334 million at March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004, and March 31, 2004, respectively. These amounts are not included in the allowance coverage ratios.
(b)	Includes demand and savings deposits.
(c)	Reflects the transfer of certain consumer deposits from Retail Financial Services to Asset & Wealth Management.
(d)	Average loans include loans held for sale of $15,861 million, $13,534 million, $14,479 million, $15,638 million and $15,311 million for the quarters ended March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004 and March 31, 2004, respectively. These amounts are not included in the net charge-off rate.
(e)	Includes $406 million of net charge-offs related to the Manufactured Home Loan portfolio in the fourth quarter of 2004.
(f)	Nonperforming loans include loans held for sale of $31 million, $13 million, $74 million, $44 million and $50 million at March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004, and March 31, 2004, respectively. These amounts are not included in the allowance coverage ratios.

Page 12

JPMORGAN CHASE & CO.
RETAIL FINANCIAL SERVICES
FINANCIAL HIGHLIGHTS, CONTINUED
(in millions, except ratio data and where otherwise noted)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
RETAIL BUSINESSES
HOME FINANCE
PRIME PRODUCTION AND SERVICING
Production	$	228		$	196		$	168		$	186		$	178			16	%		28	%
Servicing:
Mortgage Servicing Revenue, net of amortization		146			169			134			193			155			(14	)		(6	)
MSR risk management results		106			(187	)		153			86			61			NM			74
Total Net Revenue		480			178			455			465			394			170			22
Noninterest Expense		229			266			296			264			289			(14	)		(21	)
Operating Earnings		158			(56	)		103			128			65			NM			143
CONSUMER REAL ESTATE LENDING
Total Net Revenue	$	713		$	725		$	704		$	512		$	435			(2	)		64
Provision for Credit Losses		30			(20	)		65			38			(9	)		NM			NM
Noninterest Expense		238			283			264			172			203			(16	)		17
Operating Earnings		284			295			237			193			156			(4	)		82
TOTAL HOME FINANCE
Total Net Revenue	$	1,193		$	903		$	1,159		$	977		$	829			32			44
Provision for Credit Losses		30			(20	)		65			38			(9	)		NM			NM
Noninterest Expense		467			549			560			436			492			(15	)		(5	)
Operating Earnings		442			239			340			321			221			85			100
Origination Volume by Channel (in billions)
Retail	$	18.3		$	18.5		$	19.7		$	20.8		$	15.2			(1	)		20
Wholesale		10.7			11.7			11.6			15.7			9.5			(9	)		13
Correspondent		2.3			4.2			5.4			7.9			5.3			(45	)		(57	)
Correspondent Negotiated Transactions		7.2			10.0			11.3			12.5			7.7			(28	)		(6	)
Total		38.5			44.4			48.0			56.9			37.7			(13	)		2
Origination Volume by Business (in billions)
Mortgage	$	26.6		$	32.4		$	34.1		$	47.1		$	31.0			(18	)		(14	)
Home Equity		11.9			12.0			13.9			9.8			6.7			(1	)		78
Total		38.5			44.4			48.0			56.9			37.7			(13	)		2
Business Metrics (in billions)
Loans Serviced – Mortgage (Ending) (a)	$	495.8		$	492.5		$	486.8		$	464.6		$	450.4			1			10
MSR Net Carrying Value (Ending)		5.7			5.1			5.2			5.7			4.2			12			36
End of Period Loans Owned
Mortgage Loans Held for Sale		9.6			14.2			9.5			13.6			12.8			(32	)		(25	)
Mortgage Loans Retained		46.0			42.6			46.5			40.5			36.5			8			26
Home Equity and Other Loans		68.8			67.9			67.3			29.8			26.3			1			162
Total End of Period Loans Owned		124.4			124.7			123.3			83.9			75.6			—			65
Average Loans Owned
Mortgage Loans Held for Sale		11.4			10.1			10.9			14.6			12.9			13			(12	)
Mortgage Loans Retained		44.3			44.6			44.0			38.2			35.8			(1	)		24
Home Equity and Other Loans		66.5			70.1			66.2			27.0			24.1			(5	)		176
Total Average Loans Owned		122.2			124.8			121.1			79.8			72.8			(2	)		68
Overhead Ratio		39	%		61	%		48	%		45	%		59	%		(2,200	)  bp		(2,000	)  bp
Credit Quality Statistics
30+ Day Delinquency Rate		1.15	%		1.27	%		1.50	%		1.18	%		1.32	%		(12	)		(17	)
Net Charge-offs
Mortgage	$	6		$	5		$	6		$	5		$	3			20	%		100	%
Home Equity and Other Loans (b)		35			449			57			23			25			(92	)		40
Total Net Charge-offs		41			454			63			28			28			(91	)		46
Net Charge-off Rate
Mortgage		0.05	%		0.04	%		0.05	%		0.05	%		0.03	%		1	bp		2	bp
Home Equity and Other Loans		0.21			2.55			0.34			0.34			0.42			(234	)		(21	)
Total Net Charge-off Rate (c)		0.15			1.57			0.23			0.17			0.19			(142	)		(4	)
Nonperforming Assets	$	841		$	844		$	997		$	468		$	516			—	%		63	%

(a)	Includes prime first mortgage loans and subprime loans.
(b)	Includes $406 million of charge-offs related to the manufactured home loan portfolio in the fourth quarter of 2004.
(c)	Excludes mortgage loans held for sale.

Page 13

JPMORGAN CHASE & CO.
RETAIL FINANCIAL SERVICES
FINANCIAL HIGHLIGHTS, CONTINUED
(in millions, except ratio data and where otherwise noted)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
RETAIL BUSINESSES, CONTINUED
CONSUMER & SMALL BUSINESS BANKING
Noninterest Revenue	$	729		$	710		$	734		$	222		$	198			3	%		268	%
Net Interest Income		1,428			1,395			1,342			393			391			2			265
Total Net Revenue		2,157			2,105			2,076			615			589			2			266
Provision for Credit Losses		36			39			79			20			27			(8	)		33
Noninterest Expense		1,339			1,362			1,379			593			647			(2	)		107
Operating Earnings		477			430			377			2			(49	)		11			NM
Business Metrics (in billions)
End of Period Balances
Small Business Loans	$	12.4		$	12.5		$	12.4		$	2.2		$	2.2			(1	)		464
Consumer and Other Loans (a)		2.2			2.2			2.3			1.9			2.0			—			10
Total Loans		14.6			14.7			14.7			4.1			4.2			(1	)		248
Core Deposits (b)(c)		150.8			146.3			144.5			70.1			69.5			3			117
Total Deposits (c)		175.7			171.8			170.2			79.9			79.6			2			121
Average Balances
Small Business Loans		12.4			12.4			12.4			2.2			2.2			—			464
Consumer and Other Loans (a)		2.6			2.2			2.3			1.9			2.0			18			30
Total Loans		15.0			14.6			14.7			4.1			4.2			3			257
Core Deposits (b)(c)		149.3			147.8			147.8			72.5			70.3			1			112
Total Deposits (c)		173.9			171.8			172.5			81.1			79.2			1			120
Number of:
Branches		2,517			2,508			2,467			569			564			9	#		1,953	#
ATMs		6,687			6,650			6,587			1,921			1,927			37			4,760
Personal Bankers (d)		5,798			5,750			5,744			1,705			1,763			48			4,035
Personal Checking Accounts (in thousands)		7,445			7,286			7,222			1,982			1,984			159			5,461
Business Checking Accounts (in thousands)		905			894			891			352			350			11			555
Active Online Customers (in thousands)		3,671			3,359			3,152		NA			NA				312			NM
Debit Cards Issued (in thousands)		8,596			8,392			8,282			2,430			2,368			204			6,228
Overhead Ratio		62	%		65	%		66	%		96	%		110	%		(300	)  bp		(4,800	)  bp
Retail Brokerage Business Metrics
Investment Sales Volume	$	2,870		$	2,770		$	2,563		$	1,047		$	944			4	%		204	%
Number of Dedicated Investment Sales Representatives		1,352			1,364			1,393			390			377			(1	)		259
Credit Quality Statistics
Net Charge-offs
Small Business	$	19		$	32		$	24		$	12		$	9			(41	)		111
Consumer and Other Loans		9			24			36			9			8			(63	)		13
Total Net Charge-Offs		28			56			60			21			17			(50	)		65
Net Charge-off Rate
Small Business		0.62	%		1.03	%		0.77	%		2.19	%		1.65	%		(41	)  bp		(103	)  bp
Consumer and Other Loans		1.40			4.34			6.23			1.91			1.61			(294	)		(21	)
Total Net Charge-Off Rate		0.76			1.53			1.62			2.06			1.63			(77	)		(87	)
Nonperforming Assets	$	293		$	299		$	313		$	85		$	80			(2	)  %		266	%

(a)	Primarily community development loans.
(b)	Includes demand and savings deposits.
(c)	Reflects the transfer of certain consumer deposits from Retail Financial Services to Asset & Wealth Management.
(d)	Reflects realignment of job families and responsibilities.

Page 14

JPMORGAN CHASE & CO.
RETAIL FINANCIAL SERVICES
FINANCIAL HIGHLIGHTS, CONTINUED
(in millions, except ratio data and where otherwise noted)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
RETAIL BUSINESSES
AUTO & EDUCATION FINANCE
Total Net Revenue	$	324		$	364		$	397		$	218		$	166			(11	)  %		95	%
Provision for Credit Losses		28			59			95			20			36			(53	)		(22	)
Noninterest Expense		205			166			163			80			81			23			153
Operating Earnings		55			84			85			71			30			(35	)		83
Business Metrics (in billions)
End of Period Loans and Lease Receivables
Loans Outstanding	$	52.8		$	54.6		$	53.7		$	34.9		$	34.9			(3	)		51
Lease Receivables		7.0			8.0			8.9			8.6			9.1			(13	)		(23	)
Total End of Period Loans and Lease Receivables		59.8			62.6			62.6			43.5			44.0			(4	)		36
Average Loans and Lease Receivables
Loans Outstanding (Average) (a)	$	53.3		$	54.2		$	52.9		$	35.2		$	35.0			(2	)		52
Lease Receivables (Average)		7.6			8.4			9.2			8.9			9.3			(10	)		(18	)
Total Average Loans and Lease Receivables (a)		60.9			62.6			62.1			44.1			44.3			(3	)		37
Overhead Ratio		63	%		46	%		41	%		37	%		49	%		1,700	bp		1,400	bp
Credit Quality Statistics
30+ Day Delinquency Rate		1.33	%		1.55	%		1.38	%		1.04	%		1.05	%		(22	)		28
Net Charge-offs
Loans	$	74		$	85		$	83		$	23		$	28			(13)	%		164	%
Lease Receivables		9			11			13			8			12			(18	)		(25	)
Total Net Charge-offs		83			96			96			31			40			(14	)		108
Net Charge-off Rate
Loans (a)		0.61	%		0.67	%		0.65	%		0.27	%		0.35	%		(6)	bp		26	bp
Lease Receivables		0.48			0.52			0.56			0.36			0.52			(4	)		(4	)
Total Net Charge-off Rate (a)		0.60			0.65			0.64			0.29			0.38			(5	)		22
Nonperforming assets	$	217		$	242		$	247		$	140		$	140			(10)	%		55	%
INSURANCE
Total Net Revenue	$	173		$	173		$	168		$	25		$	27			—			NM
Noninterest Expense		151			138			136			22			21			9			NM
Operating Earnings		14			22			20			2			4			(36	)		250
Memo:
Consolidated Gross Insurance-Related Revenue (b)		416			421			429			165			176			(1	)		136
Business Metrics — Ending Balances
Invested Assets	$	7,349		$	7,368		$	7,489		$	1,729		$	1,710			—			330
Policy Loans		394			397			398			—			—			(1	)		NM
Insurance Policy and Claims Reserves		7,337			7,279			7,477			1,255			1,193			1			NM
Term Premiums – First Year Annualized		14			13			15			—			—			8			NM
Proprietary Annuity Sales		119			35			39			58			76			240			57
Number of Policies in Force – Direct / Assumed (in thousands)		2,540			2,611			2,633			608			622			(3	)		308
Insurance in Force – Direct / Assumed		280,082			277,827			274,390			33,772			33,161			1			NM
Insurance in Force – Retained		83,799			80,691			76,727			33,772			33,161			4			153
A.M. Best Rating		A			A			A			A			A

(a)	Average loans include loans held for sale of $4.5 billion, $3.4 billion, $2.2 billion, $1.1 billion and $2.4 billion for the quarters ended March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004, and March 31, 2004, respectively. These are not included in the net charge-off rate.
(b)	Includes revenue reported in the results of other businesses.

Page 15

JPMORGAN CHASE & CO.
CARD SERVICES — MANAGED BASIS
FINANCIAL HIGHLIGHTS
(in millions, except ratio data and where otherwise noted)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
INCOME STATEMENT
REVENUE
Asset Management, Administration and Commissions	$	—		$	—		$	26		$	25		$	24			NM			NM
Credit Card Income		761			886			784			271			238			(14	)  %		220	%
Other Income		11			31			44			20			22			(65	)		(50	)
Noninterest Revenue		772			917			854			316			284			(16	)		172
Net Interest Income		3,007			2,913			2,917			1,271			1,273			3			136
TOTAL NET REVENUE		3,779			3,830			3,771			1,587			1,557			(1	)		143
Provision for Credit Losses		1,636			1,735			1,662			748			706			(6	)		132
NONINTEREST EXPENSE
Compensation Expense		285			270			317			150			156			6			83
Noncompensation Expense		839			825			926			353			381			2			120
Amortization of Intangibles		189			187			194			62			62			1			205
TOTAL NONINTEREST EXPENSE		1,313			1,282			1,437			565			599			2			119
Operating Earnings Before Income Tax Expense		830			813			672			274			252			2			229
Income Tax Expense		308			298			251			98			90			3			242
OPERATING EARNINGS	$	522		$	515		$	421		$	176		$	162			1			222
Memo: Net Securitization Gains (Amortization)	$	(12	)	$	—		$	(2	)	$	(4	)	$	(2	)		NM			(500	)
FINANCIAL METRICS
ROE		18	%		17	%		14	%		21	%		19	%		100	bp		(100)	bp
Overhead Ratio		35			33			38			36			38			200			(300	)
% of Average Managed Outstandings:
Net Interest Income		9.13			8.79			8.90			9.98			9.95			34			(82	)
Provision for Credit Losses		4.97			5.24			5.07			5.88			5.52			(27	)		(55	)
Noninterest Revenue		2.34			2.77			2.61			2.48			2.22			(43	)		12
Risk Adjusted Margin (a)		6.51			6.32			6.44			6.59			6.65			19			(14	)
Noninterest Expense		3.99			3.87			4.39			4.44			4.68			12			(69	)
Pre-tax Income		2.52			2.45			2.05			2.15			1.97			7			55
Operating Earnings		1.58			1.55			1.28			1.38			1.27			3			31
BUSINESS METRICS
Charge Volume (in billions)	$	70.3		$	75.3		$	73.3		$	23.5		$	21.5			(7	)  %		227	%
Net Accounts Opened (in thousands)		2,744			2,729			2,755			1,013			1,026			1			167
Credit Cards Issued (in thousands)		94,367			94,285			95,946			35,529			35,239			—			168
Number of Registered Internet Customers (in millions)		10.9			13.6			12.4			4.5			4.1			(20	)		166
Merchant Acquiring Business
Bank Card Volume (in billions)	$	125.1		$	135.9		$	123.5		$	71.8		$	65.0			(8	)		92
Total Transactions (in millions)		4,285			4,462			3,972			1,875			1,757			(4	)		144

(a) Represents Total Net Revenue less Provision for Credit Losses.

Page 16

JPMORGAN CHASE & CO.
CARD SERVICES — MANAGED BASIS
FINANCIAL HIGHLIGHTS, CONTINUED
(in millions, except headcount and ratio data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
SELECTED ENDING BALANCES
Loans:
Loans on Balance Sheet	$	66,053		$	64,575		$	60,241		$	17,182		$	16,639			2	%		297	%
Securitized Loans		67,328			70,795			71,256			34,138			34,478			(5	)		95
Managed Loans	$	133,381		$	135,370		$	131,497		$	51,320		$	51,117			(1	)		161
SELECTED AVERAGE BALANCES
Managed Assets	$	138,512		$	138,013		$	136,753		$	51,510		$	51,749			—			168
Loans:
Loans on Balance Sheet	$	64,218		$	61,317		$	59,386		$	17,155		$	17,037			5			277
Securitized Loans		69,370			70,505			70,980			34,052			34,425			(2	)		102
Managed Loans	$	133,588		$	131,822		$	130,366		$	51,207		$	51,462			1			160
Equity		11,800			11,800			11,800			3,346			3,392			—			248
Headcount		20,137			19,598			20,473			9,975			10,838			3	%		86	%
CREDIT QUALITY STATISTICS
Net Charge-offs	$	1,590		$	1,735		$	1,598		$	745		$	743			(8	)		114
Net Charge-off Rate		4.83	%		5.24	%		4.88	%		5.85	%		5.81	%		(41)	bp		(98)	bp
Delinquency ratios
30+ days		3.54	%		3.70	%		3.81	%		4.26	%		4.41	%		(16	)		(87	)
90+ days		1.71			1.72			1.75			1.94			2.15			(1	)		(44	)
Allowance for Loan Losses	$	3,040		$	2,994		$	2,273		$	1,191		$	1,188			2	%		156	%
Allowance for Loan Losses to Period-end Loans (a)		4.60	%		4.64	%		3.77	%		6.93	%		7.14	%		(4)	bp		(254)	bp

(a) The heritage Bank One seller’s interest was decertificated effective July 1, 2004, and is reported in Loans on the Consolidated balance sheet. As a result, the Allowance for Loan Losses to Period-end Loans ratio beginning September 30, 2004, declined as the remaining portion of the decertificated seller’s interest was recorded at fair value without a corresponding allowance for loan loss.

Page 17

JPMORGAN CHASE & CO.
CARD RECONCILIATION OF REPORTED AND MANAGED DATA
(in millions)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
INCOME STATEMENT DATA (a)
Credit Card Income
Reported Data for the period	$	1,576		$	1,672		$	1,632		$	578		$	564			(6)	%		179	%
Securitization Adjustments		(815	)		(786	)		(848	)		(307	)		(326	)		(4	)		(150	)
Managed Credit Card Income	$	761		$	886		$	784		$	271		$	238			(14	)		220
Other Income
Reported Data for the Period	$	11		$	30		$	47		$	65		$	61			(63	)		(82	)
Securitization Adjustments		—			1			(3	)		(45	)		(39	)		NM			NM
Managed Other Income	$	11		$	31		$	44		$	20		$	22			(65	)		(50	)
Net Interest Income
Reported Data for the Period	$	1,275		$	1,117		$	1,138		$	433		$	435			14			193
Securitization Adjustments		1,732			1,796			1,779			838			838			(4	)		107
Managed Net Interest Income	$	3,007		$	2,913		$	2,917		$	1,271		$	1,273			3			136
Total Net Revenue (b)
Reported Data for the Period	$	2,862		$	2,819		$	2,843		$	1,101		$	1,084			2			164
Securitization Adjustments		917			1,011			928			486			473			(9	)		94
Managed Total Net Revenue	$	3,779		$	3,830		$	3,771		$	1,587		$	1,557			(1	)		143
Provision for Credit Losses
Reported Data for the Period	$	719		$	724		$	734		$	262		$	233			(1	)		209
Securitization Adjustments		917			1,011			928			486			473			(9	)		94
Managed Provision for Credit Losses	$	1,636		$	1,735		$	1,662		$	748		$	706			(6	)		132
BALANCE SHEET – AVERAGE BALANCES
Total Average Assets
Reported Data for the Period	$	71,003		$	69,485		$	67,718		$	18,484		$	18,392			2			286
Securitization Adjustments		67,509			68,528			69,035			33,026			33,357			(1	)		102
Managed Average Assets	$	138,512		$	138,013		$	136,753		$	51,510		$	51,749			—			168
CREDIT QUALITY STATISTICS
Net Charge-offs
Reported Net Charge-offs Data for the period	$	673		$	724		$	670		$	259		$	270			(7	)		149
Securitization Adjustments		917			1,011			928			486			473			(9	)		94
Managed Net Charge-offs	$	1,590		$	1,735		$	1,598		$	745		$	743			(8	)		114

(a)

JPMorgan Chase uses the concept of “managed receivables” to evaluate the credit performance of the underlying credit card loans, both sold and not sold: as the same borrower is continuing to use the credit card for ongoing charges, a borrower’s credit performance will affect both the receivables sold under SFAS 140 and those not sold. Thus, in its disclosures regarding managed receivables, JPMorgan Chase treats the sold receivables as if they were still on the balance sheet in order to disclose the credit performance (such as net charge-off rates) of the entire managed credit card portfolio. Operating results exclude the impact of credit card securitizations on revenue, the provision for credit losses, net charge-offs and receivables. Securitization does not change reported net income versus operating earnings; however, it does affect the classification of items on the Consolidated statements of income.

(b)

Includes Credit Card Income, Other Income and Net Interest Income.

Page 18

JPMORGAN CHASE & CO.
COMMERCIAL BANKING
FINANCIAL HIGHLIGHTS
(in millions, except ratio and headcount data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
INCOME STATEMENT
REVENUE
Lending & Deposit Related Fees	$	142		$	147		$	162		$	67		$	65			(3)	%		118	%
Asset Management, Administration and Commissions		15			12			12			4			4			25			275
Other Income		68			103			51			29			26			(34	)		162
Noninterest Revenue		225			262			225			100			95			(14	)		137
Net Interest Income		625			623			608			234			227			—			175
TOTAL NET REVENUE		850			885			833			334			322			(4	)		164
Provision for Credit Losses		(6	)		21			14			19			(13	)		NM			54
NONINTEREST EXPENSE
Compensation Expense		163			153			176			65			71			7			130
Noncompensation Expense		278			281			286			138			138			(1	)		101
Amortization of Intangibles		17			17			18			—			—			—			NM
TOTAL NONINTEREST EXPENSE		458			451			480			203			209			2			119
Operating Earnings Before Income Tax Expense		398			413			339			112			126			(4	)		216
Income Tax Expense		155			159			124			47			52			(3	)		198
OPERATING EARNINGS	$	243		$	254		$	215		$	65		$	74			(4	)		228
MEMO:
Revenue by Product:
Lending	$	269		$	280		$	314		$	86		$	84			(4	)		220
Treasury Services		542			528			499			221			219			3			147
Investment Banking		40			61			24			20			15			(34	)		167
Other		(1	)		16			(4	)		7			4			NM			NM
Total Commercial Banking Revenue	$	850		$	885		$	833		$	334		$	322			(4	)		164
Revenue by Business:
Middle Market	$	572		$	571		$	551		$	192		$	185			—			209
Corporate Banking		123			142			109			59			57			(13	)		116
Real Estate		119			133			123			60			52			(11	)		129
Other		36			39			50			23			28			(8	)		29
Total Commercial Banking Revenue	$	850		$	885		$	833		$	334		$	322			(4	)		164
FINANCIAL RATIOS
ROE		29	%		30	%		25	%		35	%		37	%		(100)	bp		(800)	bp
ROA		1.79			1.81			1.53			1.51			1.83			(2	)		(4	)
Overhead Ratio		54			51			58			61			65			300			(1,100	)
SELECTED BALANCE SHEET (Average)
Total Assets	$	55,080		$	55,837		$	55,957		$	17,281		$	16,239			(1)	%		239	%
Loans and Leases		49,969			50,469			50,324			14,717			13,764			(1	)		263
Liability Balances (a)		71,613			69,360			66,944			38,058			36,596			3			96
Equity		3,400			3,400			3,400			747			795			—			328
MEMO:
Loans by Business:
Middle Market	$	30,216		$	29,997		$	29,307		$	5,203		$	5,109			1			491
Corporate Banking		5,788			6,109			6,087			2,608			2,549			(5	)		127
Real Estate		10,345			10,679			11,646			4,330			3,610			(3	)		187
Other		3,620			3,684			3,284			2,576			2,496			(2	)		45
Total Commercial Banking Loans	$	49,969		$	50,469		$	50,324		$	14,717		$	13,764			(1	)		263
Headcount		4,495			4,555			4,595			1,690			1,701			(1	)		164
CREDIT DATA AND QUALITY STATISTICS
Net Charge-offs (Recoveries)	$	2		$	45		$	(13	)	$	30		$	(1	)		(96	)		NM
Nonperforming Loans		433			527			579			132			165			(18	)		162
Allowance for Loan Losses		1,312			1,322			1,350			107			111			(1	)		NM
Allowance for Lending Related Commitments		170			169			164			24			28			1			NM
Net Charge-off Rate		0.02	%		0.35	%		(0.10)	%		0.82	%		(0.03)	%		(33)	bp		5	bp
Allowance for Loan Losses to Average Loans		2.63			2.62			2.68			0.73			0.81			1			182
Allowance for Loan Losses to Nonperforming Loans		303			251			233			81			67			5,200			NM
Nonperforming Loans to Average Loans		0.87			1.04			1.15			0.90			1.20			(17	)		(33	)

(a) Liability balances include deposits and deposits that are swept to on-balance sheet liabilities.

Page 19

JPMORGAN CHASE & CO.
TREASURY & SECURITIES SERVICES
FINANCIAL HIGHLIGHTS
(in millions, except ratio and headcount data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
INCOME STATEMENT
REVENUE
Lending & Deposit Related Fees	$	170		$	200		$	218		$	111		$	118			(15)	%		44	%
Asset Management, Administration and Commissions		692			630			600			633			582			10			19
Other Income		124			112			103			98			69			11			80
Noninterest Revenue		986			942			921			842			769			5			28
Net Interest Income		496			471			418			251			243			5			104
TOTAL NET REVENUE		1,482			1,413			1,339			1,093			1,012			5			46
Provision for Credit Losses		(3	)		3			—			3			1			NM			NM
Credit Reimbursement to IB (a)		(38	)		(43	)		(43	)		(2	)		(2	)		12			NM
NONINTEREST EXPENSE
Compensation Expense		504			471			472			347			339			7			49
Noncompensation Expense		532			643			654			582			512			(17	)		4
Amortization of Intangibles		29			32			30			15			16			(9	)		81
TOTAL NONINTEREST EXPENSE		1,065			1,146			1,156			944			867			(7	)		23
Operating Earnings before Income Tax Expense		382			221			140			144			142			73			169
Income Tax Expense (Benefit)		137			76			44			43			44			80			211
OPERATING EARNINGS	$	245		$	145		$	96		$	101		$	98			69			150
REVENUE BY BUSINESS
Treasury Services (b)	$	618		$	642		$	629		$	366		$	357			(4	)		73
Investor Services		508			454			404			453			398			12			28
Institutional Trust Services		356			317			306			274			257			12			39
TOTAL NET REVENUE	$	1,482		$	1,413		$	1,339		$	1,093		$	1,012			5			46
MEMO
Treasury Services Firmwide Revenue (b)	$	1,237		$	1,238		$	1,205		$	617		$	605			—			104
Treasury & Securities Services Firmwide Revenue (b)		2,101			2,009			1,915			1,344			1,260			5			67
FINANCIAL RATIOS
ROE		52	%		30	%		20	%		13	%		12	%		2,200	bp		4,000	bp
Overhead Ratio		72			81			86			86			86			(900	)		(1,400	)
Pre-tax Margin Ratio (c)		26			16			10			13			14			1,000			1,200
MEMO
Treasury Services Firmwide Overhead Ratio (d)		56			61			59			65			69			(500	)		(1,300	)
Treasury & Securities Services Firmwide Overhead Ratio (d)		63			69			72			79			78			(600	)		(1,500	)
BUSINESS METRICS
Assets under Custody (in billions) (e)(f)	$	10,154		$	9,300		$	8,427		$	7,980		$	8,001			9	%		27	%
Corporate Trust Securities under Administration (in billions) (g)		6,745			6,676			6,569			6,241			6,373			1			6
SELECTED BALANCE SHEET (Average)
Total Assets	$	27,033		$	28,538		$	24,831		$	21,040		$	19,241			(5	)		40
Loans		10,091			9,988			8,457			6,783			6,137			1			64
Liability Balances (h)		154,673			147,789			136,606			114,624			103,467			5			49
Equity		1,900			1,900			1,900			3,203			3,189			—			(40	)
MEMO
Treasury Services Firmwide Liability Balances (h)(i)		133,770			130,505			125,813			79,448			74,817			3			79
Treasury & Securities Services Firmwide Liability Balances (h)(i)		226,286			217,149			203,550			152,682			140,063			4			62
Headcount		23,073			22,612			22,246			15,023			15,341			2			50

(a)

TSS is charged a credit reimbursement related to certain exposures managed within the IB credit portfolio on behalf of clients shared with TSS.

(b)

TSS and Treasury Services (“TS”) firmwide revenues include TS revenues recorded in certain other lines of business and exclude FX revenues recorded in the IB for TSS-related FX activity. Revenue associated with TS’ customers who are also customers of the Commercial Banking, Consumer & Small Business Banking and Asset & Wealth Management lines of business are reported in these other lines of business and are excluded from TS as follows:

											1QTR 2005
	1QTR		4QTR		3QTR		2QTR		1QTR		Change
	2005		2004		2004		2004		2004		4Q 2004			1Q 2004
Treasury Services Revenue Reported in Commercial Banking	$	542	$	528	$	499	$	221	$	219		3	%		147	%
Treasury Services Revenue Reported in Other Lines of Business		77		68		77		30		29		13			166

	TSS firmwide FX Revenues, which include FX revenues recorded in TSS and FX revenues associated with TSS customers who are FX customers of the IB, were $90 million for the quarter ended March 31, 2005.
(c)	Pre-tax margin represents Operating Earnings before Income Taxes/Total Net Revenue, which is a comprehensive measure of pre-tax performance and is another basis by which TSS management evaluates its performance and that of its competitors. Pre-tax margin is an effective measure of TSS’ earnings after all costs are taken into consideration.
(d)	TSS and TS Firmwide Overhead Ratios have been calculated based on the Firmwide Revenues described in footnote (b) and TSS and TS expenses, respectively, including those allocated to certain other lines of business. FX revenues and expenses recorded in the IB for TSS-related FX activity are not included in this ratio.
(e)	Beginning March 31, 2005, assets under custody include an estimated $400 billion of ITS assets under custody that have not been included previously.
(f)	For the first quarter of 2005, and the fourth and third quarters of 2004, assets under custody was increased by approximately $160 billion per quarter to include assets under custody transferred from AWM.
(g)	Corporate Trust Securities under Administration include debt held in trust on behalf of third parties and debt serviced as agent.
(h)	Liability balances include deposits and deposits swept to on-balance sheet liabilities.
(i)	TSS and TS Firmwide liability balances include TS’ liability balances recorded in certain other lines of business. Liability balances associated with TS’ customers who are also customers of the Commercial Banking line of business are reported in that line of business and are excluded from TS.

Page 20

JPMORGAN CHASE & CO.
ASSET & WEALTH MANAGEMENT
FINANCIAL HIGHLIGHTS
(in millions, except ratio, headcount and ranking data, and where otherwise noted)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
INCOME STATEMENT
REVENUE
Lending & Deposit Related Fees	$	9		$	10		$	10		$	4		$	4			(10)	%		125	%
Asset Management, Administration and Commissions		975			952			859			657			672			2			45
Other Income		95			60			55			50			50			58			90
Noninterest Revenue		1,079			1,022			924			711			726			6			49
Net Interest Income		282			288			269			117			122			(2	)		131
TOTAL NET REVENUE		1,361			1,310			1,193			828			848			4			60
Provision for Credit Losses		(7	)		(21	)		1			(4	)		10			67			NM
NONINTEREST EXPENSE
Compensation Expense		538			459			452			343			325			17			66
Noncompensation Expense		371			436			409			335			322			(15	)		15
Amortization of Intangibles		25			24			23			3			2			4			NM
TOTAL NONINTEREST EXPENSE		934			919			884			681			649			2			44
Operating Earnings before Income Tax Expense		434			412			308			151			189			5			130
Income Tax Expense (Benefit)		158			149			111			52			67			6			136
OPERATING EARNINGS	$	276		$	263		$	197		$	99		$	122			5			126
FINANCIAL RATIOS
ROE		47	%		44	%		33	%		7	%		9	%		300	bp		3,800	bp
Overhead Ratio		69			70			74			82			77			(100	)		(800	)
Pre-tax Margin Ratio (a)		32			31			26			18			22			100			1,000
BUSINESS METRICS
Number of:
Client Advisors (b)		1,390			1,333			1,334			629			647			4	%		115	%
Brown Co Average Daily Trades		29,753			30,521			23,969			28,702			36,470			(3	)		(18	)
Retirement Planning Services Participants		1,181,000			918,000			874,000			844,000			816,000			29			45
Star Rankings: (c)
% of Customer Assets in Funds Ranked 4 or Better		48	%		48	%		56	%		48	%		49	%		—			(2	)
% of Customer Assets in Funds Ranked 3 or Better		79	%		81	%		80	%		78	%		74	%		(2	)		7
REVENUE BY CLIENT SEGMENT
Private Bank	$	422		$	427		$	383		$	368		$	376			(1	)		12
Retail (b)		346			358			292			269			265			(3	)		31
Institutional (b)		322			265			267			172			187			22			72
Private Client Services		271			260			251			19			20			4			NM
Total Net Revenue	$	1,361		$	1,310		$	1,193		$	828		$	848			4			60
SELECTED BALANCE SHEET (Average)
Total Assets	$	39,716		$	40,689		$	39,882		$	35,083		$	35,295			(2	)		13
Loans		26,357			25,966			25,408			17,620			17,097			2			54
Deposits (d)		42,043			43,415			38,940			24,069			23,109			(3	)		82
Equity		2,400			2,400			2,400			5,370			5,471			—			(56	)
Headcount		12,378			12,287			12,368			8,690			8,554			1			45
CREDIT DATA AND QUALITY STATISTICS
Net Charge-offs	$	(6	)	$	5		$	6		$	6		$	55			NM			NM
Nonperforming Loans		78			79			125			102			115			(1	)		(32	)
Allowance for Loan Losses		214			216			241			76			86			(1	)		149
Allowance for Lending Related Commitments		5			5			5			2			3			—			67
Net Charge-off Rate		(0.09)	%		0.08	%		0.09	%		0.14	%		1.29	%		(17)	bp		(138)	bp
Allowance for Loan Losses to Average Loans		0.81			0.83			0.95			0.43			0.50			(2	)		31
Allowance for Loan Losses to Nonperforming Loans		274			273			193			75			75			100			NM
Nonperforming Loans to Average Loans		0.30			0.30			0.49			0.58			0.67			—			(37	)

(a)	Pre-tax margin represents Operating Earnings before Income Taxes/Total Net Revenue, which is a comprehensive measure of pre-tax performance and is another basis by which AWM management evaluates its performance and that of its competitors. Pre-tax margin is an effective measure of AWM’s earnings after all costs are taken into consideration.
(b)	Prior periods have been restated to conform with current presentation.
(c)	Derived from Morningstar for the United States; Micropal for the United Kingdom, Luxembourg, Hong Kong and Taiwan; and Nomura for Japan.
(d)	Reflects the transfer of certain consumer deposits from Retail Financial Services to Asset & Wealth Management.

Page 21

JPMORGAN CHASE & CO.
ASSET & WEALTH MANAGEMENT
FINANCIAL HIGHLIGHTS, CONTINUED
(in billions)

							Heritage JPMC Only				1QTR 2005
	1QTR		4QTR		3QTR		2QTR		1QTR		Change
	2005		2004		2004		2004		2004		4QTR 2004			1QTR 2004
Asset Class
Liquidity	$	228	$	232	$	210	$	152	$	159		(2)	%		43	%
Fixed Income		171		171		174		117		120		—			43
Equities & Balanced		326		326		298		261		266		—			23
Alternatives		65		62		53		45		44		5			48
Assets under Management		790		791		735		575		589		—			34
Custody / Brokerage / Administration / Deposits		302		315		268		221		216		(4	)		40
Total Assets under Supervision (a)	$	1,092	$	1,106	$	1,003	$	796	$	805		(1	)		36
Client Segment
Private Bank
Assets under Management	$	138	$	139	$	136	$	139	$	141		(1	)		(2	)
Custody / Brokerage / Administration / Deposits		161		165		143		138		135		(2	)		19
Assets under Supervision		299		304		279		277		276		(2	)		8
Retail
Assets under Management		138		133		122		101		106		4			30
Custody / Brokerage / Administration / Deposits		94		88		81		80		78		7			21
Assets under Supervision		232		221		203		181		184		5			26
Institutional
Assets under Management		462		466		426		328		335		(1	)		38
Custody / Brokerage / Administration / Deposits		5		21		4		—		—		(76	)		NM
Assets under Supervision		467		487		430		328		335		(4	)		39
Private Client Services
Assets under Management		52		53		51		7		7		(2	)		NM
Custody / Brokerage / Administration / Deposits		42		41		40		3		3		2			NM
Assets under Supervision		94		94		91		10		10		—			NM
Total Assets under Supervision (a)	$	1,092	$	1,106	$	1,003	$	796	$	805		(1	)		36
Geographic Region
Americas
Assets under Management	$	558	$	562	$	531	$	370	$	377		(1	)		48
Custody / Brokerage / Administration / Deposits		263		281		238		189		186		(6	)		41
Assets under Supervision		821		843		769		559		563		(3	)		46
International
Assets under Management		232		229		204		205		212		1			9
Custody / Brokerage / Administration / Deposits		39		34		30		32		30		15			30
Assets under Supervision		271		263		234		237		242		3			12
Total Assets under Supervision (a)	$	1,092	$	1,106	$	1,003	$	796	$	805		(1	)		36
Memo:
Mutual Funds Assets:
Liquidity	$	175	$	183	$	163	$	117	$	119		(4	)		47
Fixed Income		45		41		48		30		31		10			45
Equities, Balanced & Alternatives		106		104		97		74		87		2			22
Total Mutual Funds Assets (a)	$	326	$	328	$	308	$	221	$	237		(1	)		38

(a) Prior periods have been restated to conform with current presentation.

Page 22

JPMORGAN CHASE & CO.
ASSET & WEALTH MANAGEMENT
FINANCIAL HIGHLIGHTS, CONTINUED
(in billions)

										Heritage JPMC Only
	1QTR			4QTR			3QTR			2QTR			1QTR
	2005			2004			2004			2004			2004
Assets Under Management Rollforward
Beginning Balance	$	791		$	735		$	575		$	589		$	561
Liquidity Net Asset Flows		(6	)		16			(9	)		(7	)		3
Fixed Income Net Asset Flows		4			(2	)		(5	)		—			(1	)
Equities, Balanced & Alternatives Net Asset Flows		1			6			(2	)		3			7
Acquisitions (a)		—			7			176			—			—
Market / Other Impact		—			29			—			(10	)		19
Ending Balance	$	790		$	791		$	735		$	575		$	589
Custody / Brokerage / Administration / Deposits Rollforward
Beginning Balance	$	315		$	268		$	221		$	216		$	203
Custody / Brokerage / Administration / Deposits Net Asset Flows		7			12			12			3			6
Acquisitions (a)		—			—			38			—			—
Market / Other Impact		(20	)		35			(3	)		2			7
Ending Balance	$	302		$	315		$	268		$	221		$	216
Assets Under Supervision Rollforward
Beginning Balance	$	1,106		$	1,003		$	796		$	805		$	764
Net Asset Flows		6			32			(4	)		(1	)		15
Acquisitions (a)		—			7			214			—			—
Market / Other Impact		(20	)		64			(3	)		(8	)		26
Ending Balance	$	1,092		$	1,106		$	1,003		$	796		$	805

(a) Reflects the Merger with Bank One ($214 billion) in the third quarter of 2004 and the acquisition of a majority interest in Highbridge Capital Management in the fourth quarter of 2004 ($7 billion).

Page 23

JPMORGAN CHASE & CO.
CORPORATE
FINANCIAL HIGHLIGHTS
(in millions, except headcount data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
INCOME STATEMENT
Revenue
Securities / Private Equity Gains (Losses)	$	(130	)	$	584		$	347		$	436		$	419			NM			NM
Other Income (a)		48			38			131			104			42			26	%		14	%
Noninterest Revenue		(82	)		622			478			540			461			NM			NM
Net Interest Income (a)		(677	)		(657	)		(536	)		20			(43	)		(3	)		NM
TOTAL NET REVENUE		(759	)		(35	)		(58	)		560			418			NM			NM
Provision for Credit Losses		(4	)		—			(1	)		(27	)		(82	)		NM			95
Noninterest Expense
Compensation Expense		774			662			786			462			516			17			50
Noncompensation Expense		996			1,215			1,146			857			870			(18	)		14
Subtotal		1,770			1,877			1,932			1,319			1,386			(6	)		28
Net Expenses Allocated to Other Businesses		(1,335	)		(1,417	)		(1,426	)		(1,186	)		(1,184	)		6			(13	)
TOTAL NONINTEREST EXPENSE		435			460			506			133			202			(5	)		115
Operating Earnings before Income Tax Expense		(1,190	)		(495	)		(563	)		454			298			(140	)		NM
Income Tax Expense (Benefit) (a)		(503	)		(199	)		(344	)		129			47			(153	)		NM
OPERATING EARNINGS	$	(687	)	$	(296	)	$	(219	)	$	325		$	251			(132	)		NM
SELECTED AVERAGE BALANCE SHEET
Short-term Investments (b)	$	13,164		$	19,252		$	26,432		$	9,903		$	2,592			(32	)		408
Investment Portfolio (c)		71,021			69,604			71,050			56,342			56,755			2			25
Goodwill (d)		43,306			42,980			42,958			342			346			1			NM
Total Assets		178,089			197,794			204,884			125,122			120,273			(10	)		48
Headcount		26,983			24,806			24,482			12,928			13,269			9			103
TREASURY
Securities Gains (Losses) (e)	$	(918	)	$	77		$	109		$	41		$	120			NM			NM
Investment Portfolio (Average)	$	65,646		$	63,362		$	65,508		$	51,509		$	50,580			4			30

(a)	For a description of the tax-equivalent adjustments, see the Operating Basis cover page.
(b)	Represents federal funds sold, securities borrowed, trading assets — debt and equity instruments and trading assets — derivative receivables.
(c)	Represents investment securities and private equity investments.
(d)	Effective with the third quarter of 2004, all goodwill is allocated to the Corporate line of business. Prior to the third quarter of 2004, goodwill was allocated to the various lines of business.
(e)	Excludes gains/losses on securities used to manage risk associated with mortgage servicing rights.

Page 24

JPMORGAN CHASE & CO.
CORPORATE
FINANCIAL HIGHLIGHTS, CONTINUED
(in millions)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
PRIVATE EQUITY
Private Equity Gains (Losses)
Direct Investments
Realized Gains	$	633		$	442		$	277		$	402		$	302			43	%		110	%
Write-ups / (Write-downs)		206			(111	)		(31	)		(27	)		(23	)		NM			NM
Mark-to-Market Gains (Losses)		(89	)		167			(27	)		(1	)		25			NM			NM
Total Direct Investments		750			498			219			374			304			51			147
Third-Party Fund Investments		39			8			16			18			(8	)		388			NM
Total Private Equity Gains (Losses)		789			506			235			392			296			56			167
Other Income		5			16			14			11			12			(69	)		(58	)
Net Interest Income		(50	)		(70	)		(89	)		(53	)		(59	)		29			15
Total Net Revenue		744			452			160			350			249			65			199
Total Noninterest Expense		62			79			73			67			69			(22	)		(10	)
Operating Earnings before Income Tax Expense		682			373			87			283			180			83			279
Income Tax Expense (Benefit)		245			134			27			96			64			83			283
OPERATING EARNINGS	$	437		$	239		$	60		$	187		$	116			83			277
Private Equity Portfolio Information
Direct Investments
Publicly-Held Securities
Carrying Value	$	1,149		$	1,170		$	958		$	811		$	697			(2	)		65
Cost		808			744			675			566			520			9			55
Quoted Public Value		1,713			1,758			1,415			1,306			1,107			(3	)		55
Privately-Held Direct Securities
Carrying Value		5,490			5,686			6,011			4,821			5,177			(3	)		6
Cost		6,689			7,178			7,551			6,307			6,562			(7	)		2
Third-Party Fund Investments
Carrying Value		550			641			1,138			751			961			(14	)		(43	)
Cost		934			1,042			1,761			1,208			1,512			(10	)		(38	)
Total Private Equity Portfolio — Carrying Value	$	7,189		$	7,497		$	8,107		$	6,383		$	6,835			(4	)		5
Total Private Equity Portfolio — Cost	$	8,431		$	8,964		$	9,987		$	8,081		$	8,594			(6	)		(2	)

Page 25

JPMORGAN CHASE & CO.
CREDIT-RELATED INFORMATION
(in millions)

											Mar 31, 2005
							Heritage JPMC Only				Change
	Mar 31		Dec 31		Sep 30		Jun 30		Mar 31		Dec 31			Mar 31
	2005		2004		2004		2004		2004		2004			2004
CREDIT EXPOSURE
WHOLESALE (a)
Loans — U.S.	$	101,261	$	99,868	$	99,451	$	45,532	$	45,111		1	%		124	%
Loans — Non-U.S.		36,140		35,199		32,893		31,512		31,957		3			13
TOTAL WHOLESALE LOANS — REPORTED		137,401		135,067		132,344		77,044		77,068		2			78
CONSUMER (b)
Consumer Real Estate
Home Finance — Home Equity & Other		68,779		67,837		67,368		29,969		26,445		1			160
Home Finance — Mortgage		55,588		56,816		56,035		54,060		49,312		(2	)		13
Total Home Finance		124,367		124,653		123,403		84,029		75,757		—			64
Auto & Education Finance		59,837		62,712		62,587		43,543		44,004		(5	)		36
Small Business & Other Consumer		15,011		15,107		15,126		4,140		4,162		(1	)		261
Credit Card Receivables — Reported		66,053		64,575		60,241		17,182		16,639		2			297
TOTAL CONSUMER LOANS — REPORTED		265,268		267,047		261,357		148,894		140,562		(1	)		89
TOTAL LOANS — REPORTED		402,669		402,114		393,701		225,938		217,630		—			85
Credit Card Securitizations		67,328		70,795		71,256		34,138		34,478		(5	)		95
TOTAL LOANS — MANAGED		469,997		472,909		464,957		260,076		252,108		(1	)		86
Derivative Receivables		60,388		65,982		57,795		49,980		58,434		(8	)		3
Interests in Purchased Receivables (c)		28,484		31,722		30,479		—		—		(10	)		NM
Other Receivables		—		—		—		108		108		NM			NM
TOTAL CREDIT-RELATED ASSETS		558,869		570,613		553,231		310,164		310,650		(2	)		80
Wholesale Lending-Related Commitments		316,282		309,399		315,946		213,671		216,242		2			46
TOTAL	$	875,151	$	880,012	$	869,177	$	523,835	$	526,892		(1	)		66
Memo: Total by Category
Total Wholesale Exposure (d)	$	542,555	$	542,170	$	536,564	$	340,803	$	351,852		—			54
Total Consumer Managed Loans (e)		332,596		337,842		332,613		183,032		175,040		(2	)		90
Total	$	875,151	$	880,012	$	869,177	$	523,835	$	526,892		(1	)		66
Risk Profile of Wholesale Credit Exposure:
Investment-Grade	$	433,928	$	441,930	$	429,198	$	282,127	$	290,150		(2	)		50
Noninvestment-Grade:
Noncriticized		101,859		91,605		97,126		52,438		54,044		11			88
Criticized Performing (f)		4,859		6,263		8,113		3,738		4,962		(22	)		(2	)
Criticized Nonperforming (f)		1,590		2,021		1,772		2,126		2,365		(21	)		(33	)
Total Noninvestment-Grade	$	108,308	$	99,889	$	107,011	$	58,302	$	61,371		8			76
Purchased Held for Sale Commercial Loans (g)	$	319	$	351	$	355	$	374	$	331		(9	)		(4	)

(a)	Includes Investment Bank, Commercial Banking, Treasury & Securities Services and Asset & Wealth Management.
(b)	Includes Retail Financial Services and Card Services.
(c)	These represent undivided interests in pools of receivables and similar types of assets.
(d)	Represents Total Wholesale Loans, Derivative Receivables, Interests in Purchased Receivables, Other Receivables and Wholesale Lending-Related Commitments.
(e)	Represents Total Consumer Loans plus Credit Card Securitizations, excluding consumer lending-related commitments.
(f)	For the quarter ended March 31, 2005, the Firm conformed its methodology for reporting Criticized exposure. Excluding this change in methodology, Criticized exposure would have been $7,632 million.
(g)	Represents distressed wholesale loans purchased as part of the IB's proprietary investing activities.

Note: The risk profile is based on JPMorgan Chase’s internal risk ratings, which generally correspond to the following ratings as defined by Standard & Poor’s / Moody’s:
Investment-Grade: AAA / Aaa to BBB- / Baa3
Noninvestment-Grade: BB+ / Ba1 and below

Page 26

JPMORGAN CHASE & CO.
CREDIT-RELATED INFORMATION, CONTINUED
(in millions, except ratio data)

																Mar 31, 2005
										Heritage JPMC Only						Change
	Mar 31			Dec 31			Sep 30			Jun 30			Mar 31			Dec 31			Mar 31
	2005			2004			2004			2004			2004			2004			2004
NONPERFORMING ASSETS AND RATIOS
WHOLESALE LOANS
Loans — U.S.	$	1,005		$	1,228		$	1,405		$	726		$	939			(18	)  %		7	%
Loans — Non-U.S.		324			346			378			715			839			(6	)		(61	)
TOTAL WHOLESALE LOANS-REPORTED (a)		1,329			1,574			1,783			1,441			1,778			(16	)		(25	)
CONSUMER LOANS
Consumer Real Estate		691			673			789			320			355			3			95
Auto & Education Finance		171			193			211			114			111			(11	)		54
Small Business & Other Consumer		288			295			308			85			80			(2	)		260
Credit Card Receivables — Reported		8			8			9			9			10			—			(20	)
TOTAL CONSUMER LOANS—REPORTED		1,158			1,169			1,317			528			556			(1	)		108
TOTAL LOANS REPORTED (a)		2,487			2,743			3,100			1,969			2,334			(9	)		7
Derivative Receivables		241			241			238			223			240			—			—
Other Receivables		—			—			—			108			108			NM			NM
Assets Acquired in Loan Satisfactions		221			247			299			182			200			(11	)		11
TOTAL NONPERFORMING ASSETS (a)	$	2,949		$	3,231		$	3,637		$	2,482		$	2,882			(9	)		2
PURCHASED HELD FOR SALE WHOLESALE LOANS (b)	$	319		$	351		$	355		$	374		$	331			(9	)		(4	)
TOTAL NONPERFORMING LOANS TO TOTAL LOANS		0.62	%		0.68	%		0.79	%		0.87	%		1.07	%		(6)	bp		(45)	bp
NONPERFORMING ASSETS BY LOB
Investment Bank	$	1,056		$	1,196		$	1,321		$	1,541		$	1,855			(12	)  %		(43	)  %
Retail Financial Services		1,351			1,385			1,557			693			736			(2	)		84
Card Services		8			8			9			9			10			—			(20	)
Commercial Banking		452			547			606			132			166			(17	)		172
Treasury & Securities Services		4			14			4			5			—			(71	)		NM
Asset and Wealth Management		78			81			140			102			115			(4	)		(32	)
Total	$	2,949		$	3,231		$	3,637		$	2,482		$	2,882			(9	)		2

(a)	Excludes purchased held-for-sale (“HFS”) wholesale loans.
(b)	Represents distressed wholesale loans purchased as part of the IB’s proprietary investing activities.

Page 27

JPMORGAN CHASE & CO.
CREDIT-RELATED INFORMATION, CONTINUED
(in millions, except ratio data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
GROSS CHARGE-OFFS
Wholesale Loans	$	61		$	123		$	80		$	172		$	168			(50	)  %		(64	)  %
Consumer (Excluding Card)		219			658			269			104			112			(67	)		96
Credit Card Receivables — Reported		753			784			760			281			294			(4	)		156
Total Loans — Reported		1,033			1,565			1,109			557			574			(34	)		80
Credit Card Securitizations		1,034			1,126			1,039			540			527			(8	)		96
Total Loans — Managed		2,067			2,691			2,148			1,097			1,101			(23	)		88
RECOVERIES
Wholesale Loans		70			55			104			119			79			27			(11	)
Consumer (Excluding Card)		67			52			50			24			27			29			148
Credit Card Receivables — Reported		80			60			90			22			24			33			233
Total Loans — Reported		217			167			244			165			130			30			67
Credit Card Securitizations		117			115			111			54			54			2			117
Total Loans — Managed		334			282			355			219			184			18			82
NET CHARGE-OFFS
Wholesale Loans		(9	)		68			(24	)		53			89			NM			NM
Consumer (Excluding Card)		152			606			219			80			85			(75	)		79
Credit Card Receivables — Reported		673			724			670			259			270			(7	)		149
Total Loans — Reported		816			1,398			865			392			444			(42	)		84
Credit Card Securitizations		917			1,011			928			486			473			(9	)		94
Total Loans — Managed	$	1,733		$	2,409		$	1,793		$	878		$	917			(28	)		89
NET CHARGE-OFF RATES — ANNUALIZED
Wholesale Loans (a)		(0.03)	%		0.21	%		(0.08)	%		0.29	%		0.50	%		(24	)  bp		(53	)  bp
Consumer (Excluding Card) (b)		0.34			1.28			0.47			0.29			0.32			(94	)		2
Credit Card Receivables — Reported		4.25			4.70			4.49			6.07			6.37			(45	)		(212	)
Total Loans — Reported (a) (b)		0.88			1.47			0.93			0.77			0.92			(59	)		(4	)
Credit Card Securitizations		5.36			5.70			5.20			5.74			5.53			(34	)		(17	)
Total Loans — Managed (a) (b)		1.58			2.13			1.62			1.48			1.61			(55	)		(3	)
Memo: Credit Card — Managed		4.83			5.24			4.88			5.85			5.81			(41	)		(98	)

(a)	Wholesale loans held for sale were $8,154 million, $7,684 million, $7,281 million, $5,199 million and $5,245 million for the quarters ended March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004 and March 31, 2004, respectively. These amounts are not included in the net charge-off rates.
(b)	Average consumer loans (excluding Card) held for sale were $15,861 million, $13,534 million, $14,479 million, $15,638 million and $15,311 million for the quarters ended March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004 and March 31, 2004, respectively. These amounts are not included in the net charge-off rates.

Page 28

JPMORGAN CHASE & CO.
CREDIT-RELATED INFORMATION, CONTINUED
(in millions, except ratio data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
SUMMARY OF CHANGES IN THE ALLOWANCE FOR LOAN LOSSES
Beginning Balance	$	7,320		$	7,493		$	3,967		$	4,120		$	4,523			(2	)  %		62	%
Addition Resulting from the Bank One Merger, July 1, 2004		—			—			3,123			—			—			NM			NM
Net Charge-Offs		(816	)		(1,398	)		(865	)		(392	)		(444	)		42			(84	)
Provision for Loan Losses:
Provision Excluding Accounting Policy Conformity		431			681			835			240			42			(37	)		NM
Accounting Policy Conformity		—			525			560			—			—			NM			NM
Total Provision for Loan Losses		431			1,206			1,395			240			42			(64	)		NM
Other		—			19			(127	)  (a)		(1	)		(1	)		NM			NM
Ending Balance	$	6,935		$	7,320		$	7,493		$	3,967		$	4,120			(5	)		68
SUMMARY OF CHANGES IN THE ALLOWANCE FOR LENDING-RELATED COMMITMENTS
Beginning Balance	$	492		$	541		$	260		$	297		$	324			(9	)		52
Addition Resulting from the Bank One Merger, July 1, 2004		—			—			508			—			—			NM			NM
Provision for Lending-Related Commitments:
Provision Excluding Accounting Policy Conformity		(4	)		(49	)		1			(37	)		(27	)		92			85
Accounting Policy Conformity		—			—			(227	)		—			—			NM			NM
Total Provision for Lending-Related Commitments		(4	)		(49	)		(226	)		(37	)		(27	)		92			85
Other		—			—			(1	)		—			—			NM			NM
Ending Balance	$	488		$	492		$	541		$	260		$	297			(1	)		64
ALLOWANCE COMPONENTS AND RATIOS ALLOWANCE FOR LOAN LOSSES
Wholesale
Asset Specific	$	385		$	469		$	498			NA			NA			(18	)		NM
Formula — Based
Statistical Calculation		1,448			1,639			1,832			NA			NA			(12	)		NM
Adjustments to the Statistical Calculation		894			990			1,126			NA			NA			(10	)		NM
Total Wholesale		2,727			3,098			3,456			1,715			1,869			(12	)		46
Consumer
Formula — Based
Statistical Calculation		3,113			3,169			3,159			NA			NA			(2	)		NM
Adjustments to the Statistical Calculation		1,095			1,053			878			NA			NA			4			NM
Total Consumer		4,208			4,222			4,037			2,252			2,251			—			87
Total Allowance for Loan Losses		6,935			7,320			7,493			3,967			4,120			(5	)		68
Allowance for Lending-Related Commitments		488			492			541			260			297			(1	)		64
Total Allowance for Credit Losses	$	7,423		$	7,812		$	8,034		$	4,227		$	4,417			(5	)		68
Wholesale Allowance for Loan Losses to Total Wholesale Loans (b)		2.11	%		2.43	%		2.76	%		2.39	%		2.60	%		(32	)  bp		(49	)  bp
Consumer Allowance for Loan Losses to Total Consumer Loans (c)		1.69			1.70			1.62			1.67			1.78			(1	)		(9	)
Allowance for Loan Losses to Total Loans (b) (c)		1.83			1.94			2.01			1.92			2.08			(11	)		(25	)
Allowance for Loan Losses to Total Nonperforming Loans (d)		283			268			248			206			183			1,500			10,000
ALLOWANCE FOR LOAN LOSSES BY LOB
Investment Bank	$	1,191		$	1,547		$	1,841		$	742		$	855			(23	)  %		39	%
Retail Financial Services		1,168			1,228			1,764			1,061			1,063			(5	)		10
Card Services		3,040			2,994			2,273			1,191			1,188			2			156
Commercial Banking		1,312			1,322			1,350			107			111			(1	)		NM
Treasury & Securities Services		5			9			9			2			2			(44	)		150
Asset and Wealth Management		214			216			241			76			86			(1	)		149
Corporate		5			4			15			788			815			25			(99	)
Total	$	6,935		$	7,320		$	7,493		$	3,967		$	4,120			(5	)		68

(a)	Related to the transfer of the allowance for accrued interest and fees on reported and securitized credit card loans.
(b)	Loans held for sale were $8,154 million, $7,684 million, $7,281 million, $5,199 million and $5,245 million as of March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004, and March 31, 2004, respectively. These amounts are not included in the allowance coverage ratios.
(c)	Loans held for sale were $16,532 million, $18,022 million, $12,816 million, $14,217 million and $14,334 million as of March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004, and March 31, 2004, respectively. These amounts are not included in the allowance coverage ratios.
(d)	Nonperforming loans held for sale were $33 million, $15 million, $78 million, $46 million and $80 million as of March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004, and March 31, 2004, respectively. These amounts are not included in the allowance coverage ratios.

Page 29

JPMORGAN CHASE & CO.
CREDIT-RELATED INFORMATION, CONTINUED
(in millions)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
PROVISION FOR CREDIT LOSSES
LOANS
Investment Bank	$	(356	)	$	(120	)	$	(148	)	$	(96	)	$	(161	)		(197	)  %		(121	)  %
Commercial Banking		(8	)		17			10			23			(15	)		NM			47
Treasury & Securities Services		(5	)		3			—			3			1			NM			NM
Asset & Wealth Management		(7	)		(21	)		1			(3	)		11			67			NM
Corporate		(4	)		—			(1	)		(27	)		(82	)		NM			95
Total Wholesale		(380	)		(121	)		(138	)		(100	)		(246	)		(214	)		(54	)
Retail Financial Services		92			78			239			78			55			18			67
Card Services		719			724			734			262			233			(1	)		209
Total Consumer		811			802			973			340			288			1			182
Accounting Policy Conformity (a)		—			525			560			—			—			NM			NM
Total Provision for Loan Losses		431			1,206			1,395			240			42			(64	)		NM
LENDING-RELATED COMMITMENTS
Investment Bank	$	(10	)	$	(53	)	$	(3	)	$	(32	)	$	(27	)		81			63
Commercial Banking		2			4			4			(4	)		2			(50	)		—
Treasury & Securities Services		2			—			—			—			—			NM			NM
Asset & Wealth Management		—			—			—			(1	)		(1	)		NM			NM
Corporate		—			—			—			—			—			NM			NM
Total Wholesale		(6	)		(49	)		1			(37	)		(26	)		88			77
Retail Financial Services		2			—			—			—			(1	)		NM			NM
Card Services		—			—			—			—			—			NM			NM
Total Consumer		2			—			—			—			(1	)		NM			NM
Accounting Policy Conformity (b)		—			—			(227	)		—			—			NM			NM
Total Provision for Lending-Related Commitments		(4	)		(49	)		(226	)		(37	)		(27	)		92			85
TOTAL PROVISION FOR CREDIT LOSSES
Investment Bank	$	(366	)	$	(173	)	$	(151	)	$	(128	)	$	(188	)		(112	)		(95	)
Commercial Banking		(6	)		21			14			19			(13	)		NM			54
Treasury & Securities Services		(3	)		3			—			3			1			NM			NM
Asset & Wealth Management		(7	)		(21	)		1			(4	)		10			67			NM
Corporate		(4	)		—			(1	)		(27	)		(82	)		NM			95
Total Wholesale		(386	)		(170	)		(137	)		(137	)		(272	)		(127	)		(42	)
Retail Financial Services		94			78			239			78			54			21			74
Card Services		719			724			734			262			233			(1	)		209
Total Consumer		813			802			973			340			287			1			183
Accounting Policy Conformity		—			525			333			—			—			NM			NM
Total Provision for Credit Losses		427			1,157			1,169			203			15			(63	)		NM
Securitized Credit Losses		917			1,011			928			486			473			(9	)		94
Accounting Policy Conformity		—			(525	)		(333	)		—			—			NM			NM
Managed Provision for Credit Losses	$	1,344		$	1,643		$	1,764		$	689		$	488			(18	)		175

(a)	Reflects an increase of $721 million for both the fourth quarter and third quarter of 2004, as a result of the decertification of heritage Bank One seller’s interest in credit card securitizations, partially offset by reductions of $196 million and $161 million to conform methodologies in the fourth and third quarters of 2004, respectively.
(b)	Reflects a reduction of $227 million for the third quarter of 2004 to conform methodologies in the wholesale portfolio.

Page 30

JPMORGAN CHASE & CO.
CAPITAL
(in millions, except ratio and per share data)

										Heritage JPMC Only						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
COMMON SHARES OUTSTANDING
Basic Weighted-Average Shares Outstanding		3,517.5			3,514.7			3,513.5			2,042.8			2,032.3			—	%		73	%
Diluted Weighted-Average Shares Outstanding		3,569.8			3,602.0			3,592.0			2,042.8			2,092.7			(1	)		71
Common Shares Outstanding — at Period End		3,525.3			3,556.2			3,564.1			2,087.5			2,081.7			(1	)		69
Cash Dividends Declared per Share	$	0.34		$	0.34		$	0.34		$	0.34		$	0.34			—			—
Book Value per Share		29.78			29.61			29.42			21.52			22.62			1			32
Dividend Payout		54	%		74	%		87	%		NM			38	%		(2,000	)  bp		1,600	bp
SHARE PRICE
High	$	39.69		$	40.45		$	40.25		$	42.57		$	43.84			(2	)  %		(9	)  %
Low		34.32			36.32			35.50			34.62			36.30			(6	)		(5	)
Close		34.60			39.01			39.73			38.77			41.95			(11	)		(18	)
STOCK REPURCHASE PROGRAM (b)
Aggregate Repurchases	$	1,315.6		$	599.8		$	137.9			NM			NM
Common Shares Repurchased		36.0			15.8			3.5			NM			NM
Average Purchase Price	$	36.57		$	38.01		$	39.42			NM			NM
CAPITAL RATIOS
Tier 1 Capital	$	69,436	(a)	$	68,621		$	69,309		$	43,537		$	44,686			1			55
Total Capital		96,379	(a)		96,807			96,666			59,357			60,898			—			58
Risk-Weighted Assets		804,461	(a)		791,373			803,464			530,270			534,971			2			50
Adjusted Average Assets		1,109,536	(a)		1,102,456			1,065,244			790,390			758,260			1			46
Tier 1 Capital Ratio		8.6	%  (a)		8.7	%		8.6	%		8.2	%		8.4	%		(10	)  bp		20	bp
Total Capital Ratio		12.0	(a)		12.2			12.0			11.2			11.4			(20	)		60
Tier 1 Leverage Ratio		6.3	(a)		6.2			6.5			5.5			5.9			10			40
INTANGIBLE ASSETS
Goodwill	$	43,440		$	43,203		$	42,947		$	8,731		$	8,730			1	%		398	%
Mortgage Servicing Rights		5,663			5,080			5,168			5,707			4,189			11			35
Purchased Credit Card Relationships		3,703			3,878			4,055			893			953			(5	)		289
All Other Intangibles		5,514			5,726			5,945			799			813			(4	)		NM
Total Intangibles	$	58,320		$	57,887		$	58,115		$	16,130		$	14,685			1			297

(a)	Estimated
(b)	Excludes commission costs.

Page 31

JPMORGAN CHASE & CO.
Glossary of Terms

Assets Under Management: Represent assets actively managed by Asset & Wealth Management on behalf of institutional, private banking, private client services and retail clients. Excludes assets managed at American Century Companies, Inc., in which the Firm has a 43% ownership interest.

Assets Under Supervision: Represent assets under management as well as custody, brokerage, administration and deposit accounts.

Average Managed Assets: Refers to total assets on the Firm’s balance sheet plus credit card receivables that have been securitized.

bp: Denotes basis points; 100 bp equals 1%.

Contractual Credit Card Charge-off: In accordance with the Federal Financial Institutions Examination Council Policy, credit card loans are charged-off by the end of the month in which the account becomes 180 days past due or within 60 days from receiving notification of the filing of bankruptcy, whichever is earlier.

Corporate: Includes Treasury, Private Equity, Support Units and the net effects remaining at the Corporate level after the implementation of management accounting policies.

Managed Credit Card Receivables or Managed Basis: Refers to credit card receivables on the Firm’s balance sheet plus credit card receivables that have been securitized.

NA: Data is not applicable for the period presented.

NM: Not meaningful

Operating Basis or Operating Earnings: Reported results excluding the impact of merger costs, other special items and credit card securitizations.

Overhead Ratio: Noninterest expense as a percentage of total net revenue.

Reported Basis: Financial statements prepared under accounting principles generally accepted in the United States of America (“U.S. GAAP”). The reported basis includes the impact of merger costs, other special items and credit card securitizations.

Segment Results: All periods are on a comparable basis, although restatements may occur in future periods to reflect further alignment of management accounting policies or changes in organizational structures between businesses.

Special Items: Includes merger costs, litigation reserve charge and accounting policy conformity adjustments.

Unaudited: The financial statements and information included throughout this document are unaudited and have not been subjected to auditing procedures sufficient to permit an independent certified public accountant to express an opinion.

Value-at-Risk (“VAR”): A measure of the dollar amount of potential loss from adverse market moves in an ordinary market environment.

Page 32

JPMORGAN CHASE & CO.
Line of Business Metrics

Investment Banking

IB’s revenues are comprised of the following:

1. Investment banking fees includes advisory, equity underwriting, bond underwriting and loan syndication fees.

2. Fixed income markets includes client and portfolio management revenue related to both market-making and proprietary risk-taking across global fixed income markets, including government and corporate debt, foreign exchange, interest rate and commodities markets.

3. Equities markets includes client and portfolio management revenue related to market-making and proprietary risk-taking across global equity products, including cash instruments, derivatives and convertibles.

4. Credit portfolio revenue includes Net interest income, fees and loan sale activity for IB’s credit portfolio. Credit portfolio revenue also includes gains or losses on securities received as part of a loan restructuring, and changes in the credit valuation adjustment (“CVA”), which is the component of the fair value of a derivative that reflects the credit quality of the counterparty. Credit portfolio revenue also includes the results of risk management related to the Firm’s lending and derivative activities.

Retail Financial Services

Home Finance’s origination channels are comprised of the following:

1. Retail – A mortgage banker employed by the Firm directly contacts borrowers who are buying or refinancing a home through a branch office, through the Internet or by phone. Borrowers are frequently referred to a mortgage banker by real estate brokers, home builders or other third parties.

2. Wholesale – A third-party mortgage broker refers loans to a mortgage banker at the Firm. Brokers are independent loan originators that specialize in finding and counseling borrowers but do not provide funding for loans.

3. Correspondent – Banks, thrifts, other mortgage banks and other financial institutions sell closed loans to the Firm.

4. Correspondent negotiated transactions (“CNT”) – Mid- to large-sized mortgage lenders, banks and bank-owned mortgage companies sell servicing to the Firm on an as-originated basis. These transactions supplement traditional production channels and provide growth opportunities in the servicing portfolio in stable and rising-rate periods.

Description of selected business metrics within Consumer & Small Business Banking:

1. Personal bankers – Retail branch office personnel who acquire, retain and expand new and existing customer relationships by assessing customer needs and recommending and selling appropriate banking products and services.

2. Investment sales representatives – Licensed retail branch sales personnel, assigned to support several branches, who assist with the sale of investment products including college planning accounts, mutual funds, annuities and retirement accounts.

Description of selected business metrics within Insurance:

1. Proprietary annuity sales represent annuity contracts marketed through and issued by subsidiaries of the Firm.

2. Insurance in force – direct/assumed includes the aggregate face amount of insurance policies directly underwritten and assumed through reinsurance.

3. Insurance in force – retained includes the aggregate face amounts of insurance policies directly underwritten and assumed through reinsurance, after reduction for face amounts ceded to reinsurers.

Card Services

Description of selected business metrics within Card Services:

1. Charge volume – Represents the dollar amount of cardmember purchases, balance transfers and cash advance activity.

2. Net accounts opened – Includes originations, purchases and sales.

3. Merchant acquiring business – Represents an entity that processes payments for merchants. JPMorgan Chase is a majority owner of Paymentech, Inc. and a 50% owner of Chase Merchant Services.

4. Bank card volume – Represents the dollar amount of transactions processed for the merchants.

5. Total transactions – Represents the number of transactions and authorizations processed for the merchants.

Commercial Banking

Commercial Banking revenues are comprised of the following:

1. Lending incorporates a variety of financing alternatives, such as term loans, revolving lines of credit and asset-based structures and leases, which are often secured by receivables, inventory, equipment or real estate.

2. Treasury services incorporates a broad range of products and services to help clients manage short-term liquidity through deposits and sweeps, and longer-term investment needs through money market accounts, certificates of deposit and mutual funds; manage working capital through lockbox, global trade, global clearing and commercial card products; and have ready access to information to manage their business through on-line reporting tools.

3. Investment banking products provide clients with more sophisticated capital-raising alternatives, through loan syndications, investment-grade debt, asset-backed securities, private placements, high-yield bonds and equity underwriting, and balance sheet and risk management tools through foreign exchange, derivatives, M&A and advisory services.

Treasury & Securities Services

Treasury & Securities Services firmwide metrics include certain TSS product revenues and deposits reported in other lines of business for customers who are also customers of those lines of business. In order to capture the firmwide impact of TS and TSS products and revenues, management reviews firmwide metrics such as firmwide liability balances, firmwide revenue and firmwide overhead ratios in assessing financial performance for TSS. Firmwide metrics are necessary in order to understand the aggregate TSS business.

Asset & Wealth Management

AWM’s client segments are comprised of the following:

1. The Private bank addresses every facet of wealth management for ultra-high-net-worth individuals and families worldwide, including investment management, capital markets and risk management, tax and estate planning, banking, capital raising and specialty wealth advisory services.

2. Retail provides more than 2 million customers worldwide with investment management, retirement planning and administration, and brokerage services through third-party and direct distribution channels.

3. Institutional serves more than 3,000 large and mid-size corporate and public institutions, endowments and foundations, and governments globally. AWM offers institutions comprehensive global investment services, including investment management across asset classes, pension analytics, asset-liability management, active risk budgeting and overlay strategies.

4. Private client services offers high-net-worth individuals, families and business owners comprehensive wealth management solutions that include financial planning, personal trust, investment and banking products and services.

Page 33

APPENDIX

JPMORGAN CHASE & CO.
RECONCILIATION FROM REPORTED TO OPERATING BASIS
(in millions, except per share and ratio data)

	FIRST QUARTER 2005
										Special Items (c)
	Reported			Trading			Credit			Merger			Litigation			Accounting			Tax Equivalent			Operating
	Results			Reclass		(a)	Card		(b)	Costs			Reserves			Policy Conformity			Adjustments		(d)	Basis
REVENUE
Investment Banking Fees	$	993		$	—		$	—		$	—		$	—		$	—		$	—		$	993
Trading Revenue		1,859			328			—			—			—			—			—			2,187
Lending & Deposit Related Fees		820			—			—			—			—			—			—			820
Asset Management, Administration and Commissions		2,455			—			—			—			—			—			—			2,455
Securities / Private Equity Gains (Losses)		(45	)		—			—			—			—			—			—			(45	)
Mortgage Fees and Related Income		405			—			—			—			—			—			—			405
Credit Card Income		1,734			—			(815	)		—			—			—			—			919
Other Income		201			—			—			—			—			—			115			316
Noninterest Revenue		8,422			328			(815	)		—			—			—			115			8,050
Net Interest Income		5,225			(328	)		1,732			—			—			—			61			6,690
TOTAL NET REVENUE		13,647			—			917			—			—			—			176			14,740
Provision for Credit Losses		427			—			917			—			—			—			—			1,344
NONINTEREST EXPENSE
Compensation Expense		4,702			—			—			—			—			—			—			4,702
Occupancy Expense		525			—			—			—			—			—			—			525
Technology and Communications Expense		920			—			—			—			—			—			—			920
Professional & Outside Services		1,074			—			—			—			—			—			—			1,074
Marketing		483			—			—			—			—			—			—			483
Other Expense		805			—			—			—			—			—			—			805
Amortization of Intangibles		383			—			—			—			—			—			—			383
Total Noninterest Expense before Merger Costs and Litigation Reserve Charge		8,892			—			—			—			—			—			—			8,892
Merger Costs		145			—			—			(145	)		—			—			—			—
Litigation Reserve Charge		900			—			—			—			(900	)		—			—			—
TOTAL NONINTEREST EXPENSE		9,937			—			—			(145	)		(900	)		—			—			8,892
Income (Loss) before Income Tax Expense		3,283			—			—			145			900			—			176			4,504
Income Tax Expense (Benefit)		1,019			—			—			55			342			—			176			1,592
NET INCOME (LOSS)	$	2,264		$	—		$	—		$	90		$	558		$	—		$	—		$	2,912
FINANCIAL RATIOS
Diluted Earnings per Share	$	0.63		$	—		$	—		$	0.03		$	0.15		$	—		$	—		$	0.81
ROE		9	%		—	%		—	%		—	%		2	%		—	%		—	%		11	%
ROE-GW		15			—			—			1			3			—			—			19
ROA		0.79			NM			NM			NM			NM			NM			NM			0.96
Overhead Ratio		73			NM			NM			NM			NM			NM			NM			60
Effective Income Tax Rate		31			NM			NM			38			38			NM			100			35

(a)	The reclassification of trading-related net interest income from Net Interest Income to Trading Revenue primarily impacts the Investment Bank segment results.
(b)	The impact of credit card securitizations affects Card Services. See page 18 for further information.
(c)	Special items are excluded from Operating earnings, as management believes these items are not part of the Firm’s normal daily business operations (and, therefore, are not indicative of trends), and do not provide meaningful comparisons with other periods. These items include Merger costs, significant litigation charges, charges to conform accounting policies and other items. Merger costs of $145 million reflects costs associated with the Merger; significant litigation charges of $900 million were taken in the first quarter of 2005.
(d)	For a description of the tax-equivalent adjustments, see the Operating Basis cover page.

Page 34

JPMORGAN CHASE & CO.
RECONCILIATION FROM REPORTED TO OPERATING BASIS
(in millions, except per share and ratio data)

	FOURTH QUARTER 2004
										Special Items (c)
	Reported			Trading			Credit			Merger			Litigation			Accounting			Tax Equivalent			Operating
	Results			Reclass		(a)	Card		(b)	Costs			Reserves			Policy Conformity			Adjustments		(d)	Basis
REVENUE
Investment Banking Fees	$	1,073		$	—		$	—		$	—		$	—		$	—		$	—		$	1,073
Trading Revenue		611			511			—			—			—			—			—			1,122
Lending & Deposit Related Fees		903			—			—			—			—			—			—			903
Asset Management, Administration and Commissions		2,285			—			—			—			—			—			—			2,285
Securities / Private Equity Gains (Losses)		569			—			—			—			—			—			—			569
Mortgage Fees and Related Income		130			—			—			—			—			—			—			130
Credit Card Income		1,822			—			(786	)		—			—			—			—			1,036
Other Income		228			—			1			—			—			—			178			407
Noninterest Revenue		7,621			511			(785	)		—			—			—			178			7,525
Net Interest Income		5,329			(511	)		1,796			—			—			—			10			6,624
TOTAL NET REVENUE		12,950			—			1,011			—			—			—			188			14,149
Provision for Credit Losses		1,157			—			1,011			—			—			(525	)		—			1,643
NONINTEREST EXPENSE
Compensation Expense		4,211			—			—			—			—			—			—			4,211
Occupancy Expense		609			—			—			—			—			—			—			609
Technology and Communications Expense		1,051			—			—			—			—			—			—			1,051
Professional & Outside Services		1,191			—			—			—			—			—			—			1,191
Marketing		428			—			—			—			—			—			—			428
Other Expense		981			—			—			—			—			—			—			981
Amortization of Intangibles		392			—			—			—			—			—			—			392
Total Noninterest Expense before Merger Costs and Litigation Reserve Charge		8,863			—			—			—			—			—			—			8,863
Merger Costs		523			—			—			(523	)		—			—			—			—
Litigation Reserve Charge		—			—			—			—			—			—			—			—
TOTAL NONINTEREST EXPENSE		9,386			—			—			(523	)		—			—			—			8,863
Income (Loss) before Income Tax Expense		2,407			—			—			523			—			525			188			3,643
Income Tax Expense (Benefit)		741			—			—			199			—			199			188			1,327
NET INCOME (LOSS)	$	1,666		$	—		$	—		$	324		$	—		$	326		$	—		$	2,316
FINANCIAL RATIOS
Diluted Earnings per Share	$	0.46		$	—		$	—		$	0.09		$	—		$	0.09		$	—		$	0.64
ROE		6	%		—	%		—	%		1	%		—	%		2	%		—	%		9	%
ROE-GW		11			—			—			2			—			2			—			15
ROA		0.57			NM			NM			NM			NM			NM			NM			0.75
Overhead Ratio		72			NM			NM			NM			NM			NM			NM			63
Effective Income Tax Rate		31			NM			NM			38			NM			38			100			36

(a)	The reclassification of trading-related net interest income from Net Interest Income to Trading Revenue primarily impacts the Investment Bank segment results.
(b)	The impact of credit card securitizations affects Card Services. See page 18 for further information.
(c)	Special items are excluded from Operating earnings, as management believes these items are not part of the Firm’s normal daily business operations (and, therefore, are not indicative of trends), and do not provide meaningful comparisons with other periods. These items include Merger costs, significant litigation charges, charges to conform accounting policies and other items. Merger costs of $523 million reflects costs associated with the Merger.
(d)	For a description of the tax-equivalent adjustments, see the Operating Basis cover page.

Page 35

JPMORGAN CHASE & CO.
RECONCILIATION FROM REPORTED TO OPERATING BASIS
(in millions, except per share and ratio data)

	THIRD QUARTER 2004
										Special Items (c)
	Reported			Trading			Credit			Merger			Litigation			Accounting			Tax Equivalent			Operating
	Results			Reclass		(a)	Card		(b)	Costs			Reserves			Policy Conformity			Adjustments		(d)	Basis
REVENUE
Investment Banking Fees	$	879		$	—		$	—		$	—		$	—		$	—		$	—		$	879
Trading Revenue		408			424			—			—			—			—			—			832
Lending & Deposit Related Fees		943			—			—			—			—			—			—			943
Asset Management, Administration and Commissions		2,141			—			—			—			—			—			—			2,141
Securities / Private Equity Gains (Losses)		413			—			—			—			—			—			—			413
Mortgage Fees and Related Income		277			—			—			—			—			—			—			277
Credit Card Income		1,782			—			(848	)		—			—			—			—			934
Other Income		210			—			(3	)		—			—			118			64			389
Noninterest Revenue		7,053			424			(851	)		—			—			118			64			6,808
Net Interest Income		5,452			(424	)		1,779			—			—			—			(36	)		6,771
TOTAL NET REVENUE		12,505			—			928			—			—			118			28			13,579
Provision for Credit Losses		1,169			—			928			—			—			(333	)		—			1,764
NONINTEREST EXPENSE
Compensation Expense		4,050			—			—			—			—			—			—			4,050
Occupancy Expense		604			—			—			—			—			—			—			604
Technology and Communications Expense		1,046			—			—			—			—			—			—			1,046
Professional & Outside Services		1,103			—			—			—			—			—			—			1,103
Marketing		506			—			—			—			—			—			—			506
Other Expense		920			—			—			—			—			—			—			920
Amortization of Intangibles		396			—			—			—			—			—			—			396
Total Noninterest Expense before Merger Costs and Litigation Reserve Charge		8,625			—			—			—			—			—			—			8,625
Merger Costs		752			—			—			(752	)		—			—			—			—
Litigation Reserve Charge		—			—			—			—			—			—			—			—
TOTAL NONINTEREST EXPENSE		9,377			—			—			(752	)		—			—			—			8,625
Income (Loss) before Income Tax Expense		1,959			—			—			752			—			451			28			3,190
Income Tax Expense (Benefit)		541			—			—			290			—			172			28			1,031
NET INCOME (LOSS)	$	1,418		$	—		$	—		$	462		$	—		$	279		$	—		$	2,159
FINANCIAL RATIOS
Diluted Earnings per Share	$	0.39		$	—		$	—		$	0.13		$	—		$	0.08		$	—		$	0.60
ROE		5	%		—	%		—	%		2	%		—	%		1	%		—	%		8	%
ROE-GW		9			—			—			3			—			2			—			14
ROA		0.50			NM			NM			NM			NM			NM			NM			0.72
Overhead Ratio		75			NM			NM			NM			NM			NM			NM			64
Effective Income Tax Rate		28			NM			NM			39			NM			38			100			32

(a)	The reclassification of trading-related net interest income from Net Interest Income to Trading Revenue primarily impacts the Investment Bank segment results.
(b)	The impact of credit card securitizations affects Card Services. See page 18 for further information.
(c)	Special items are excluded from Operating earnings, as management believes these items are not part of the Firm’s normal daily business operations (and, therefore, are not indicative of trends), and do not provide meaningful comparisons with other periods. These items include Merger costs, significant litigation charges, charges to conform accounting policies and other items. Merger costs of $752 million reflects costs associated with the Merger.
(d)	For a description of the tax-equivalent adjustments, see the Operating Basis cover page.

Page 36

JPMORGAN CHASE & CO.
RECONCILIATION FROM REPORTED TO OPERATING BASIS
(in millions, except per share and ratio data)

	SECOND QUARTER 2004
										Special Items (c)
	Reported			Trading			Credit			Merger			Litigation			Accounting		Tax Equivalent			Operating
	Results			Reclass		(a)	Card		(b)	Costs			Reserves			Policy Conformity		Adjustments		(d)	Basis
REVENUE
Investment Banking Fees	$	893		$	—		$	—		$	—		$	—		$	—	$	—		$	893
Trading Revenue		873			439			—			—			—			—		—			1,312
Lending & Deposit Related Fees		412			—			—			—			—			—		—			412
Asset Management, Administration and Commissions		1,770			—			—			—			—			—		—			1,770
Securities / Private Equity Gains (Losses)		460			—			—			—			—			—		—			460
Mortgage Fees and Related Income		338			—			—			—			—			—		—			338
Credit Card Income		631			—			(307	)		—			—			—		—			324
Other Income		260			—			(45	)		—			—			—		41			256
Noninterest Revenue		5,637			439			(352	)		—			—			—		41			5,765
Net Interest Income		2,994			(439	)		838			—			—			—		18			3,411
TOTAL NET REVENUE		8,631			—			486			—			—			—		59			9,176
Provision for Credit Losses		203			—			486			—			—			—		—			689
NONINTEREST EXPENSE
Compensation Expense		2,943			—			—			—			—			—		—			2,943
Occupancy Expense		440			—			—			—			—			—		—			440
Technology and Communications Expense		786			—			—			—			—			—		—			786
Professional & Outside Services		752			—			—			—			—			—		—			752
Marketing		202			—			—			—			—			—		—			202
Other Expense		511			—			—			—			—			—		—			511
Amortization of Intangibles		79			—			—			—			—			—		—			79
Total Noninterest Expense before Merger Costs and Litigation Reserve Charge		5,713			—			—			—			—			—		—			5,713
Merger Costs		90			—			—			(90	)		—			—		—			—
Litigation Reserve Charge		3,700			—			—			—			(3,700	)		—		—			—
TOTAL NONINTEREST EXPENSE		9,503			—			—			(90	)		(3,700	)		—		—			5,713
Income (Loss) before Income Tax Expense		(1,075	)		—			—			90			3,700			—		59			2,774
Income Tax Expense (Benefit)		(527	)		—			—			30			1,406			—		59			968
NET INCOME (LOSS)	$	(548	)	$	—		$	—		$	60		$	2,294		$	—	$	—		$	1,806
FINANCIAL RATIOS
Diluted Earnings per Share	$	(0.27	)	$	—		$	—		$	0.03		$	1.09		$	—	$	—		$	0.85
ROE		NM			NM			NM			NM			NM			NM		NM			15	%
ROE-GW	NM			NM			NM			NM			NM			NM		NM				19
ROA		NM			NM			NM			NM			NM			NM		NM			0.87
Overhead Ratio		110	%	NM			NM			NM			NM			NM		NM				62
Effective Income Tax Rate		49			NM			NM			33	%		38	%	NM			100	%		35

(a)	The reclassification of trading-related net interest income from Net Interest Income to Trading Revenue primarily impacts the Investment Bank segment results.
(b)	The impact of credit card securitizations affects Card Services. See page 18 for further information.
(c)	Special items are excluded from Operating earnings, as management believes these items are not part of the Firm’s normal daily business operations (and, therefore, are not indicative of trends), and do not provide meaningful comparisons with other periods. These items include Merger costs, significant litigation charges, charges to conform accounting policies and other items. Merger costs of $90 million reflects costs associated with the Merger; significant litigation charges of $3.7 billion were taken in the second quarter of 2004.
(d)	For a description of the tax-equivalent adjustments, see the Operating Basis cover page.

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JPMORGAN CHASE & CO.
RECONCILIATION FROM REPORTED TO OPERATING BASIS
(in millions, except per share and ratio data)

	FIRST QUARTER 2004
										Special Items
	Reported			Trading			Credit			Merger			Litigation		Accounting			Tax Equivalent			Operating
	Results			Reclass		(a)	Card		(b)	Costs			Reserves		Policy Conformity			Adjustments		(c)	Basis
REVENUE
Investment Banking Fees	$	692		$	—		$	—		$	—		$	—	$	—		$	—		$	692
Trading Revenue		1,720			576			—			—			—		—			—			2,296
Lending & Deposit Related Fees		414			—			—			—			—		—			—			414
Asset Management, Administration and Commissions		1,771			—			—			—			—		—			—			1,771
Securities / Private Equity Gains (Losses)		432			—			—			—			—		—			—			432
Mortgage Fees and Related Income		259			—			—			—			—		—			—			259
Credit Card Income		605			—			(326	)		—			—		—			—			279
Other Income		132			—			(39	)		—			—		—			34			127
Noninterest Revenue		6,025			576			(365	)		—			—		—			34			6,270
Net Interest Income		2,986			(576	)		838			—			—		—			14			3,262
TOTAL NET REVENUE		9,011			—			473			—			—		—			48			9,532
Provision for Credit Losses		15			—			473			—			—		—			—			488
NONINTEREST EXPENSE
Compensation Expense		3,302			—			—			—			—		—			—			3,302
Occupancy Expense		431			—			—			—			—		—			—			431
Technology and Communications Expense		819			—			—			—			—		—			—			819
Professional & Outside Services		816			—			—			—			—		—			—			816
Marketing		199			—			—			—			—		—			—			199
Other Expense		447			—			—			—			—		—			—			447
Amortization of Intangibles		79			—			—			—			—		—			—			79
Total Noninterest Expense before Merger Costs and Litigation Reserve Charge		6,093			—			—			—			—		—			—			6,093
Merger Costs		—			—			—			—			—		—			—			—
Litigation Reserve Charge		—			—			—			—			—		—			—			—
TOTAL NONINTEREST EXPENSE		6,093			—			—			—			—		—			—			6,093
Income (Loss) before Income Tax Expense		2,903			—			—			—			—		—			48			2,951
Income Tax Expense (Benefit)		973			—			—			—			—		—			48			1,021
NET INCOME (LOSS)	$	1,930		$	—		$	—		$	—		$	—	$	—		$	—		$	1,930
FINANCIAL RATIOS
Diluted Earnings per Share	$	0.92		$	—		$	—		$	—		$	—	$	—		$	—		$	0.92
ROE		17	%		—	%		—	%		—	%		—		—	%		—	%		17	%
ROE-GW		21			—			—			—			—		—			—			21
ROA		1.01			NM			NM			NM			NM		NM			NM			0.96
Overhead Ratio		68			NM			NM			NM			NM		NM			NM			64
Effective Income Tax Rate		34			NM			NM			NM			NM		NM			100	%		35

(a)	The reclassification of trading-related net interest income from Net Interest Income to Trading Revenue primarily impacts the Investment Bank segment results.
(b)	The impact of credit card securitizations affects Card Services. See page 18 for further information.
(c)	For a description of the tax-equivalent adjustments, see the Operating Basis cover page.

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