SEC Filing | JPMorgan Chase & Co.

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FORM 8-K

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:				Commission file number

October 16, 2002				1-5805

J.P. MORGAN CHASE & CO.

(Exact name of registrant as specified in its charter)


Delaware				13-2624428

(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)

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

TABLE OF CONTENTS


	Item 5. Other Events
	Item 7. Financial Statements, Pro forma Financial Information and Exhibits
	Item 9. Regulation FD Disclosure
SIGNATURE
EXHIBIT INDEX
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
PRESS RELEASE
2002 THIRD QUARTER FINANCIAL SUPPLEMENT
INVESTOR PRESENTATION SLIDES

Item 5. Other Events

On October 16, 2002, J.P. Morgan Chase & Co. (NYSE: JPM) announced 2002 third quarter reported earnings per share of $0.01, compared with $0.50 in the second quarter of 2002 and $0.22 in the third quarter of 2001. Reported net income was $40 million in the third quarter compared to $1,028 million in the second quarter and $449 million one year ago.

Operating earnings per share, which exclude previously announced merger and restructuring charges and special items, were $0.16 compared with $0.58 in the second quarter of 2002 and $0.55 in the third quarter of 2001. Operating earnings were $325 million in the third quarter compared to $1,179 million in the second quarter and $1,133 million one year ago. Operating earnings for 2001 have been increased by adding back amortization of goodwill to present 2001 results on a basis comparable to the results for 2002 which include the impact of the implementation on January 1, 2002 of SFAS 142. For a reconciliation between Operating and Reported Earnings see the table on page 11 of the press release attached as Exhibit 99.1 hereto.

A copy of J.P. Morgan Chase & Co.’s press release is attached as an exhibit hereto. That press release contains statements that are forward-looking 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. These risks and uncertainties could cause our results to differ materially from those set forth in such forward-looking statements. Such risks and uncertainties are described in our Quarterly Report on Form 10-Q for the quarters ended June 30, 2002 and March 31, 2002 and in the 2001 Annual Report on Form 10-K, each filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s internet site (www.sec.gov), to which reference is hereby made.

Item 7. Financial Statements, Pro forma Financial Information and Exhibits


Exhibit Number		Description

12 (a)		Computation of Ratio of Earnings to Fixed Charges




12 (b)		Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements




99.1		Press Release – 2002 Third Quarter Earnings




99.2		2002 Third Quarter Financial Supplement




99.3		Investor Presentation Slides

Item 9. Regulation FD Disclosure

Exhibit 99.3 are copies of slides presented at an investors’ presentation on October 16, 2002 reviewing 2002 third quarter earnings. Those slides are furnished pursuant to Item 9 and the information contained in Exhibit 99.3 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in Exhibit 99.3 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

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.


		J.P. MORGAN CHASE & CO.

		(Registrant)









		By: /s/ Joseph L. Sclafani

		Joseph L. Sclafani




		Executive Vice President and Controller [Principal Accounting Officer]




Dated: October 18, 2002

EXHIBIT INDEX


Exhibit No.	Description	Page

12 (a)	Computation of Ratio of Earnings to Fixed Charges		5









12 (b)	Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements		6









99.1	Press Release – 2002 Third Quarter Earnings		7









99.2	2002 Third Quarter Financial Supplement		8









99.3	Investor Presentation Slides		9

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

EXHIBIT 12(a)

J.P. MORGAN CHASE & CO.

Computation of Ratio of Earnings to Fixed Charges
(in millions, except ratios)


		Nine Months Ended
		September 30, 2002

Excluding Interest on Deposits




Income before income taxes		$	3,106

Fixed charges:




	Interest expense		6,478




	One-third of rents, net of income from subleases (a)		214

Total fixed charges			6,692

Less: Equity in undistributed income of affiliates			(73	)

Earnings before taxes and fixed charges, excluding capitalized interest		$	9,725

Fixed charges, as above		$	6,692

Ratio of earnings to fixed charges			1.45

Including Interest on Deposits




Fixed charges, as above		$	6,692




Add: Interest on deposits			4,077

Total fixed charges and interest on deposits		$	10,769

Earnings before taxes and fixed charges, excluding capitalized interest, as above		$	9,725




Add: Interest on deposits			4,077

Total earnings before taxes, fixed charges and interest on deposits		$	13,802

Ratio of earnings to fixed charges			1.28

(a)

The proportion deemed representative of the interest factor.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

EXHIBIT 12(b)

J.P. MORGAN CHASE & CO.

Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements
(in millions, except ratios)


		Nine Months Ended
		September 30, 2002

Excluding Interest on Deposits




Income before income taxes		$	3,106

Fixed charges:




	Interest expense		6,478




	One-third of rents, net of income from subleases (a)		214

Total fixed charges			6,692

Less: Equity in undistributed income of affiliates			(73	)

Earnings before taxes and fixed charges, excluding capitalized interest		$	9,725

Fixed charges, as above		$	6,692




Preferred stock dividends			39

Fixed charges including preferred stock dividends		$	6,731

Ratio of earnings to fixed charges and preferred stock dividend requirements			1.44

Including Interest on Deposits




Fixed charges including preferred stock dividends, as above		$	6,731




Add: Interest on deposits			4,077

Total fixed charges including preferred stock dividends and interest on deposits		$	10,808

Earnings before taxes and fixed charges, excluding capitalized interest, as above		$	9,725




Add: Interest on deposits			4,077

Total earnings before taxes, fixed charges and interest on deposits		$	13,802

Ratio of earnings to fixed charges and preferred stock dividend requirements			1.28

(a)

The proportion deemed representative of the interest factor.

PRESS RELEASE

Exhibit 99(a)


J.P. Morgan Chase & Co. 270 Park Avenue, New York, NY 10017-2070 NYSE symbol: JPM www.jpmorganchase.com

News release: IMMEDIATE RELEASE

JPMORGAN CHASE REPORTS 2002 THIRD QUARTER RESULTS

New York, October 16, 2002 – J.P. Morgan Chase & Co. (NYSE: JPM) today reported 2002 third quarter earnings per share, inclusive of all restructuring charges and special items, of $0.01, compared with $0.50 in the second quarter of 2002 and $0.22 in the third quarter of 2001. Net income was $40 million in the third quarter compared to $1,028 million in the second quarter and $449 million one year ago.

Operating earnings per share, which exclude previously announced merger and restructuring charges and special items, were $0.16 compared with $0.58 in the second quarter of 2002 and $0.55 in the third quarter of 2001. Operating earnings were $325 million in the third quarter compared to $1,179 million in the second quarter and $1,133 million one year ago. For a reconciliation between operating earnings and net income see the table on page 11.

As previously announced, earnings performance this quarter was affected by higher credit costs and lower trading results.

“While the strength reflected in our Retail and Operating Services businesses is a major positive, our performance in the aggregate is very disappointing,” said William B. Harrison, Jr., Chairman and Chief Executive Officer. “In the Investment Bank, we will work through these difficult market conditions by balancing competitive advantages and actions with near-term tactical initiatives,” Mr. Harrison said. “As a management team and as shareholders, we are committed to this firm realizing its earnings potential over the longer term.”

The Investment Bank has completed a review of all major businesses. Our conclusions underscore the value of the firm’s integrated business model, the breadth of our product offering and the strength of our client franchise. To improve financial performance under current market conditions, the Investment Bank is undertaking a series of initiatives to improve efficiency as well as enable selective strategic investments. These initiatives, which will begin in the fourth quarter, are expected to generate approximately $700 million of savings and result in a reduction in staffing levels of over 2,000 as well as a reduction in consultants employed by the firm. Severance and other restructuring costs related to these initiatives are estimated to be approximately $450 million with approximately $300 million to be incurred in the fourth quarter of 2002 and the remainder in 2003. Below is a brief description of the major initiatives:

•		Align the cost of our equities business with the near-term revenue outlook.

•		Improve the productivity of our client coverage teams and origination functions.

•		Scale our businesses in Asia and Latin America in line with market opportunities.

•		Continue to improve the efficiency and effectiveness of our infrastructure support groups.



Investor Contact:	John Borden (212) 270-7318	Media Contact:	Joe Evangelisti (212) 270-7438

J.P. Morgan Chase & Co.
News Release

Business segment results

Retail & Middle Market Financial Services had a third consecutive quarter of record revenues and operating earnings. Operating earnings of $807 million were up 16% from the second quarter and up 92% from the third quarter of 2001. Operating ROE for the third quarter was 30% compared to 27% last quarter and 18% for the third quarter of 2001.

Operating revenues of $3.73 billion were up 8% from the second quarter and 31% from the third quarter of 2001 driven by continued high production volumes across all consumer credit businesses and low interest rates. Home Finance revenues were up 108% over the prior year and were driven by strong mortgage originations and gains realized on hedging mortgage-servicing rights. In Cardmember Services, managed credit card outstandings increased 31% from September 30, 2001 to $51.1 billion due to the Providian acquisition in the first quarter of 2002 and organic growth. There were close to 900,000 new accounts originated during the quarter, the eighth consecutive quarter of additions at this level. Total average deposits grew 14% from the third quarter of 2001.

Operating expenses of $1.65 billion increased by 2% from the second quarter and by 14% from the third quarter of 2001. The increases reflected the impact of higher business volumes. Savings generated by Six Sigma productivity programs continued to partially offset the growth in expenses.

Managed (retained and securitized) credit costs of $823 million were 12% higher than the second quarter and were 14% higher than the third quarter of 2001. The year-on-year increase reflects a 15% increase in managed consumer loans and, within the managed credit card portfolio, increased charge-offs related primarily to the impact of the Providian credit card portfolio. During the quarter Cardmember Services complied with new FFIEC draft guidelines resulting in $189 million in reserves allocated against interest and fee receivables for managed delinquent accounts.

The Investment Bank had an operating loss of $256 million in the third quarter, compared to operating earnings of $486 million in the second quarter and $702 million in the third quarter of 2001. The operating loss for the quarter was driven by significantly higher credit costs and lower revenues compared to prior quarters.

Operating revenues of $2.43 billion were 21% lower than last quarter and down 31% from the third quarter of 2001.

Investment Banking fees of $533 million decreased 32% from the second quarter and were down 34% from the third quarter of 2001. The decrease reflects industry-wide weakness in both M&A activity and underwriting volumes in the equity and debt markets. Advisory revenues were down 28% and 58% from the second quarter of 2002 and the third quarter of 2001, respectively. For the first nine months of 2002, the Investment Bank improved its ranking to #4 in global announced M&A with a market share of 16%, including a #1 ranking in European announced M&A.¹

Underwriting revenues and other fees were down 34% from the second quarter and down 18% from the third quarter of 2001, driven by weakness in equity underwriting activity. The firm maintained its #2 ranking in underwriting U.S. investment grade bonds.¹

Derived from Thomson Financial Securities Data

J.P. Morgan Chase & Co.
News Release

Trading revenues (including related net interest income) of $370 million declined from $1.12 billion in the second quarter of 2002 and from $1.50 billion in the third quarter of 2001. Fixed income results decreased 39% from the second quarter and 51% from the third quarter of 2001 due to weakness in interest rate trading and seasonally lower client flow compared to the second quarter. The decline in equities was due to lower portfolio management results in equity derivatives, convertibles and cash securities.

Partially offsetting the decline in trading revenues were investment securities gains of $465 million. These gains resulted from the strong performance of global treasury, which manages the firm’s interest rate exposures and investment securities activities. Global treasury’s activities complement and offer a strategic balance and diversification benefit to the firm’s trading activities. Global treasury manages interest rate risk of the firm on a “total return” basis, which measures both realized income (securities gains or losses and net interest income) and unrealized gains or losses on assets and liabilities of the firm. The total return from these activities was $363 million in the third quarter, up 70% from the second quarter.

Credit costs were $1.32 billion for the quarter, up from $306 million in the second quarter and $268 million in the third quarter of 2001. The increase includes significantly higher charge-offs, primarily in the telecommunication and cable sectors, and a provision in excess of charge-offs for loans and off- balance sheet commitments.

Operating expenses for the third quarter of $1.65 billion decreased by 19% from the second quarter and by 23% from the third quarter of 2001. The decline reflects lower incentive compensation expense as a result of the weak operating performance. Operating expenses in the third quarter included severance and related costs of $79 million compared to $123 million in the second quarter and none in the third quarter of last year. Including these severance and related costs, the overhead ratio for the third quarter was 68% compared to 65% in the second quarter and 61% in the third quarter of 2001. Excluding these costs the overhead ratio for the quarter was 64% compared to 61% in both the second quarter of 2002 and the third quarter of 2001.

Treasury & Securities Services, our wholesale operating services business, had record operating earnings of $212 million, an increase of 22% from the second quarter and 23% from the third quarter of 2001. Operating ROE for the quarter was 28% compared to 23% in the second quarter of 2002 and the third quarter of 2001.

Operating revenues were $1.02 billion in the third quarter of 2002, up 4% from the second quarter and up 5% from the third quarter of 2001, substantially due to a $50 million gain on the sale of an investment in an overseas securities clearing firm. Institutional Trust revenues were marginally below the second quarter of 2002 and 16% higher than the third quarter of 2001. The increase from the prior year reflected the impact of acquisitions and new business wins partially offset by the effect of slower fixed income activity. Investor Services revenues were down 8% from the second quarter of 2002 due to seasonal dividend activity in global markets in the earlier period. Revenues were down 9% from the third quarter of 2001 primarily due to the surge in deposit balances in 2001 following September 11 events. Also contributing to the decline were lower spreads on foreign exchange and securities lending resulting from the weak market environment. Revenues in Treasury Services were up 8% from the second quarter and 3% from the third quarter of last year despite considerably lower revenues on free balances in today’s low interest rate environment.

J.P. Morgan Chase & Co.
News Release

Operating expenses decreased 3% from the second quarter of 2002 and 1% from the third quarter of 2001. The overhead ratio for the third quarter was 68% compared to 73% in the second quarter of 2002 and the third quarter of 2001.

Investment Management & Private Banking had operating earnings of $98 million, down 12% from the second quarter and 21% from the third quarter of 2001. Pre-tax margin in the third quarter was 17%, compared with 19% last quarter and 22% in the third quarter of 2001.

Operating revenues of $691 million in the third quarter were 5% below the second quarter and 9% lower than the third quarter of 2001. Declines in global equity valuations and lower investor activity levels accounted for most of the decreases. Additionally, reductions in the Private Bank’s credit portfolio reduced net interest earnings from the year ago quarter. During the third quarter, Brown & Co., the specialty online brokerage unit of JPMorgan Chase that was previously part of the firm’s retail business, was transferred to this unit as part of a strategy to grow the retail asset management business. Operating expenses of $551 million for the quarter were 3% below the second quarter and down 7% from the third quarter of 2001.

Total assets under management at quarter-end of $492 billion were 9% lower than the second quarter and down 15% from the third quarter of 2001. Market depreciation and institutional outflows accounted for the year-on-year decline. These effects outweighed the positive flows and increased assets under management for retail mutual funds. Including the 45% interest in American Century, assets under management were $524 billion at quarter-end, $577 billion as of the second quarter 2002 and $619 billion as of the third quarter 2001.

JPMorgan Partners had an operating loss of $284 million for the quarter compared to an operating loss of $169 million in the second quarter and an operating loss of $153 million in the third quarter of 2001.

Total net private equity gains were negative $299 million, as compared to negative $125 million in the second quarter and negative $102 million in the third quarter of 2001. The third quarter 2002 results were driven by write-downs and write-offs on private holdings. Net mark-to-market losses on public securities of $120 million were partially offset by net realized gains of $111 million. Losses on the private portfolio and public portfolio were concentrated in telecommunications and technology investments. Book value, as of September 30, 2002, of the telecommunications, media and technology public and private portfolios was $1.4 billion, including $386 million in telecommunications, $257 million in media and $769 million in technology. The private equity market continues to be unsettled, with limited exit opportunities and constrained financing.

Expenses

Operating expenses were $4.62 billion, a 7% decline from both the second quarter of this year and the third quarter of 2001. Third quarter operating expenses included $122 million in severance and other costs associated with current restructuring programs. This compared with $162 million of these expenses in the second quarter. The third quarter of 2002 also included a $67 million reversal of previously accrued expenses associated with restricted stock issued under employee benefit plans that contained stock price targets, which now appear unlikely to be attained. These reversals totaled $120 million year to date.

J.P. Morgan Chase & Co.
News Release

Credit

Commercial net charge-offs in the third quarter of 2002 were $834 million, compared to $293 million in the previous quarter and $189 million in the third quarter of 2001. The increase was primarily attributable to companies in the telecommunications and related sectors and, to a lesser extent, the cable sector. The charge-off ratio for commercial loans was 3.53% for the third quarter of 2002, 1.17% for the second quarter of 2002 and 0.65% for the third quarter of 2001.

Consumer net charge-offs on a managed basis were $786 million, down from $862 million in the prior quarter and an increase from $626 million in the third quarter of 2001. The year-over-year increase was due to the inclusion of the Providian portfolio acquired during the first quarter of this year. On a managed basis, the credit card net charge-off ratio was 5.51%, compared to 6.42% for the second quarter and 5.64% for the third quarter of 2001. The improvement from the second quarter reflects lower bankruptcies and higher balances. Overall, consumer delinquency statistics remain relatively stable.

Provision for Credit Losses of $1.84 billion was $570 million in excess of charge-offs. The provision includes $292 million for losses in lending-related commitments. The loan loss provision in excess of loan charge-offs was $200 million in the third quarter of 2001.

Total Nonperforming Assets were $5.54 billion at September 30, 2002, which includes $1.13 billion related to the Enron surety receivables and letter of credit. Excluding this amount, which is the subject of litigation with creditworthy entities, nonperforming assets totaled $4.41 billion. This compares to $3.25 billion last quarter and $2.65 billion as of September 30, 2001. The increase from the second quarter of 2002 relates primarily to nonperforming telecommunications-related and cable loans.

Total assets and capital

Total assets as of September 30, 2002 were $742 billion, compared with $741 billion as of June 30, 2002 and $799 billion as of September 30, 2001. Commercial loans were down 7% or $7.2 billion from the second quarter and decreased 16% or $19.1 billion from the third quarter of 2001. Managed consumer loans increased 7% from the second quarter and increased 15% from the third quarter of 2001. The Tier 1 capital ratio was 8.6% at September 30, compared to 8.8% at June 30, 2002 and 8.2% at September 30, 2001.

Other financial information

Special Items in the third quarter of 2002 included $333 million (pre-tax) in merger and restructuring costs and $98 million (pre-tax) in real estate reserves for excess capacity related to facilities, compared to $229 million (pre-tax) in merger and restructuring costs in the second quarter of 2002. Special items in the third quarter of 2001 included merger and restructuring costs (pre-tax) of $876 million. Special items through the first three quarters of 2002 were $915 million and are in line with our full year targeted non-operating expenses of $1.2 billion.

J.P. Morgan Chase & Co.
News Release

J.P. Morgan Chase & Co. is a leading global financial services firm with assets of $742 billion and operations in more than 50 countries. The firm is a leader in investment banking, asset management, private banking, private equity, custody and transaction services and retail and middle market financial services. A component of the Dow Jones Industrial Average, JPMorgan Chase is headquartered in New York and serves more than 30 million consumer customers and the world’s most prominent corporate, institutional and government clients. Information about JPMorgan Chase is available on the internet at www.jpmorganchase.com.

JPMorgan Chase will hold a conference call for the investment community on Wednesday, October 16, 2002 at 11:00 a.m. (Eastern Daylight Time) to review third quarter 2002 financial results. The dial in number is (973) 321-1040. A live audio webcast of the call will be available on www.jpmorganchase.com. Slides for the call are also available on www.jpmorganchase.com. A telephone replay of the presentation will be available beginning at 1:30 p.m. (EDT) on October 16, 2002 and continuing through 6:00 p.m. (EDT) on October 23, 2002 at (973) 341-3080 pin #3484961. 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 web site (www.jpmorganchase.com).

This press release contains statements that are forward-looking 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. These risks and uncertainties could cause our results to differ materially from those set forth in such forward-looking statements. Such risks and uncertainties are described in our Quarterly Report on Form 10-Q for the quarters ended June 30, 2002 and March 31, 2002 and in the 2001 Annual Report on Form 10-K, each filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s internet site (www.sec.gov), to which reference is hereby made.


J.P. MORGAN CHASE & CO. CONSOLIDATED FINANCIAL HIGHLIGHTS

(in millions, except per share and ratio data)


											3QTR 2002
											Over (Under)
		3QTR			2QTR			3QTR
		2002			2002			2001			2Q 2002			3Q 2001

OPERATING INCOME STATEMENT (a)(b)




OPERATING REVENUE:




Investment Banking Fees		$	545		$	785		$	811			(31	)%		(33	)%




Trading-Related Revenue (Incl. Trading NII)			365			1,136			1,614			(68	)		(77	)




Fees and Commissions			2,768			2,745			2,297			1			21




Private Equity — Realized Gains (Losses)			(40	)		(10	)		204		NM			NM




Private Equity — Unrealized Gains (Losses)			(275	)		(115	)		(311	)	NM				12




Securities Gains			578			124			142			366			307




Other Revenue (c)			409			273			209			50			96




Net Interest Income (Excl. Trading NII)			2,951			2,970			2,725			(1	)		8

	TOTAL OPERATING REVENUE		7,301			7,908			7,691			(8	)		(5	)




OPERATING EXPENSE:




Compensation Expense			2,367			2,761			2,860			(14	)		(17	)




Noncompensation Expense			2,253			2,204			2,125			2			6

	TOTAL OPERATING EXPENSE		4,620			4,965			4,985			(7	)		(7	)




Credit Costs (c)			2,190			1,155			1,015			90			116

Operating Income before Taxes			491			1,788			1,691			(73	)		(71	)




Income Taxes			166			609			558			(73	)		(70	)

OPERATING EARNINGS		$	325		$	1,179		$	1,133			(72	)		(71	)




Special Items & Change in Acctng Principle			(285	)		(151	)		(587	)		(89	)		51




Amortization of Goodwill, Net of Taxes (d)			—			—			(97	)	NM			NM

NET INCOME		$	40		$	1,028		$	449			(96	)		(91	)

OPERATING BASIS




Diluted Earnings per Share		$	0.16		$	0.58		$	0.55			(72	)		(71	)




Shareholder Value Added			(964	)		(57	)		(136	)	NM			NM




Return on Managed Assets			0.17	%		0.62	%		0.59	%		(45	) bp		(42	) bp




Return on Common Equity			2.9			11.4			10.7			(850	)		(780	)




Overhead Ratio			63			63			65			—			(200	)




Common Dividend Payout Ratio			222			59			61		NM			NM




Compensation Exp. as a % of Revenue			32			35			37			(300	)		(500	)




Noncompensation Exp. as a % of Revenue			31			28			28			300			300




NET INCOME PER COMMON SHARE




Basic		$	0.01		$	0.51		$	0.22			(98	)%		(95	)%




Diluted			0.01			0.50			0.22			(98	)		(95	)




COMMON SHARES OUTSTANDING




Basic Average Shares Outstanding			1,986.0			1,982.6			1,975.3			—			1




Diluted Average Shares Outstanding			2,005.8			2,016.0			2,020.9			(1	)		(1	)




Common Shares Outstanding — Period End			1,995.9			1,993.4			1,972.9			—			1




CASH DIVIDENDS DECLARED PER SHARE		$	0.34		$	0.34		$	0.34			—			—




BOOK VALUE PER SHARE			21.26			20.93			21.15			2			1




CAPITAL RATIOS




Tier I Capital Ratio			8.6	%(e)		8.8	%		8.2	%		(20	) bp		40	bp




Total Capital Ratio			12.3	(e)		12.7			11.6			(40	)		70




Tier I Leverage Ratio			5.4	(e)		5.4			5.3			—			10

[Additional columns below]

[Continued from above table, first column(s) repeated]


		YEAR TO DATE						YTD 2002
								Over (Under)
		2002			2001			2001

OPERATING INCOME STATEMENT (a)(b)




OPERATING REVENUE:




Investment Banking Fees		$	2,085		$	2,681			(22	)%




Trading-Related Revenue (Incl. Trading NII)			3,221			5,375			(40	)




Fees and Commissions			8,006			6,801			18




Private Equity — Realized Gains (Losses)			(60	)		570		NM




Private Equity — Unrealized Gains (Losses)			(618	)		(1,379	)		55




Securities Gains			816			664			23




Other Revenue (c)			819			743			10




Net Interest Income (Excl. Trading NII)			8,859			8,021			10

	TOTAL OPERATING REVENUE		23,128			23,476			(1	)




OPERATING EXPENSE:




Compensation Expense			7,951			9,222			(14	)




Noncompensation Expense			6,737			6,506			4

	TOTAL OPERATING EXPENSE		14,688			15,728			(7	)




Credit Costs (c)			4,419			2,498			77

Operating Income before Taxes			4,021			5,250			(23	)




Income Taxes			1,367			1,804			(24	)

OPERATING EARNINGS		$	2,654		$	3,446			(23	)




Special Items & Change in Acctng Principle			(604	)		(1,136	)		47




Amortization of Goodwill, Net of Taxes (d)			—			(284	)	NM

NET INCOME		$	2,050		$	2,026			1

OPERATING BASIS




Diluted Earnings per Share		$	1.30		$	1.67			(22	)




Shareholder Value Added			(1,080	)		(332	)	NM




Return on Managed Assets			0.47	%		0.61	%		(14	) bp




Return on Common Equity			8.5			10.9			(240	)




Overhead Ratio			64			67			(300	)




Common Dividend Payout Ratio			79			60			1,900




Compensation Exp. as a % of Revenue			34			39			(500	)




Noncompensation Exp. as a % of Revenue			29			28			100




NET INCOME PER COMMON SHARE




Basic		$	1.01		$	1.00			1	%




Diluted			1.00			0.97			3




COMMON SHARES OUTSTANDING




Basic Average Shares Outstanding			1,982.3			1,973.5			—




Diluted Average Shares Outstanding			2,009.3			2,028.9			(1	)




Common Shares Outstanding — Period End			1,995.9			1,972.9			1




CASH DIVIDENDS DECLARED PER SHARE		$	1.02		$	1.02			—

Note: Prior periods have been restated to conform with current methodologies.

(a)		See page 11 for a reconciliation between reported results and operating results.




(b)		In the first quarter of 2002, the Firm implemented EITF 01-14, “Income Statement Characterization of Reimbursements Received for ‘Out-of-Pocket’ Expenses Incurred (Formerly EITF Abstracts, Topic D-103).” Prior period amounts have been restated.




(c)		In the third quarter of 2002, the provision for lending-related commitments was re-classified from “Other Revenue” to the “Provision for Credit Losses” category. Therefore, “Credit Costs” includes the aggregate amount of the provision for loan losses, provision for lending-related commitments and credit card securitizations. Prior period amounts have been restated.




(d)		Reported net income for 2002 reflects the adoption of SFAS 142 and, accordingly, the Firm ceased amortizing goodwill effective January 1, 2002. There was no impairment of goodwill upon adoption of SFAS 142. Prior period operating earnings for 2001 have been adjusted by adding back amortization of goodwill to report 2001 results on a basis comparable with 2002.




(e)		Estimated

bp — Denotes basis points; 100 bp equals 1%
NM — Not meaningful

Page 7


J.P. MORGAN CHASE & CO. LINES OF BUSINESS FINANCIAL HIGHLIGHTS SUMMARY

(in millions, except per share and ratio data)


												3QTR 2002
												Over (Under)
			3QTR			2QTR			3QTR
			2002			2002			2001			2Q 2002			3Q 2001

OPERATING REVENUE




Investment Bank			$	2,433		$	3,098		$	3,541			(21	)%		(31)	%




Treasury & Securities Services				1,022			983			972			4			5




Investment Management & Private Banking				691			729			757			(5	)		(9	)




Retail & Middle Market Financial Services				3,732			3,468			2,843			8			31




Corporate (a)				(216	)		(186	)		(247	)		(16	)		13

		OPERATING REVENUE EXCL. JPMP		7,662			8,092			7,866			(5	)		(3	)




JPMorgan Partners				(361	)		(184	)		(175	)		(96	)	NM

		OPERATING REVENUE (b)	$	7,301		$	7,908		$	7,691			(8	)		(5	)

EARNINGS




Investment Bank			$	(256	)	$	486		$	702		NM			NM




Treasury & Securities Services				212			174			172			22			23




Investment Management & Private Banking				98			111			124			(12	)		(21	)




Retail & Middle Market Financial Services				807			694			421			16			92




Corporate (a)				(252	)		(117	)		(133	)	NM				(89	)

	OPERATING EARNINGS EXCL. JPMP			609			1,348			1,286			(55	)		(53	)




JPMorgan Partners				(284	)		(169	)		(153	)		(68	)		(86	)

	OPERATING EARNINGS (b)			325			1,179			1,133			(72	)		(71	)




Special Items & Change in Acctng Principle				(285	)		(151	)		(587	)		(89	)		51




Amortization of Goodwill, Net of Taxes				—			—			(97	)	NM			NM

	NET INCOME (b)		$	40		$	1,028		$	449			(96	)		(91	)

EARNINGS PER SHARE — DILUTED




OPERATING EARNINGS EXCL. JPMP			$	0.30		$	0.66		$	0.63			(55	)		(52	)




Impact of JPMP				(0.14	)		(0.08	)		(0.08	)		75			75

OPERATING EARNINGS (b)				0.16			0.58			0.55			(72	)		(71	)




Special Items & Change in Acctng Principle				(0.15	)		(0.08	)		(0.29	)		(88	)		48




Amortization of Goodwill, Net of Taxes				—			—			(0.04	)	NM			NM

NET INCOME (b)			$	0.01		$	0.50		$	0.22			(98	)		(95	)

OPERATING RETURN ON COMMON EQUITY




Investment Bank			NM				10.4	%		15.1	%	NM			NM




Treasury & Securities Services				28.3	%		22.9			23.3			540	bp		500	bp




Investment Management & Private Banking				6.4			7.1			7.9			(70	)		(150	)




Retail & Middle Market Financial Services				30.4			26.6			17.8			380			1,260




OPERATING RETURN ON COMMON EQUITY (b)				2.9			11.4			10.7			(850	)		(780	)

[Additional columns below]

[Continued from above table, first column(s) repeated]


			YEAR TO DATE						YTD 2002
									Over (Under)
			2002			2001			2001

OPERATING REVENUE




Investment Bank			$	9,141		$	11,584			(21	)%




Treasury & Securities Services				2,938			2,885			2




Investment Management & Private Banking				2,183			2,436			(10	)




Retail & Middle Market Financial Services				10,319			8,194			26




Corporate (a)				(607	)		(649	)		6

		OPERATING REVENUE EXCL. JPMP		23,974			24,450			(2	)




JPMorgan Partners				(846	)		(974	)		13

		OPERATING REVENUE (b)	$	23,128		$	23,476			(1	)

EARNINGS




Investment Bank			$	983		$	2,510			(61	)




Treasury & Securities Services				528			485			9




Investment Management & Private Banking				335			366			(8	)




Retail & Middle Market Financial Services				2,030			1,249			63




Corporate (a)				(523	)		(397	)		(32	)

	OPERATING EARNINGS EXCL. JPMP			3,353			4,213			(20	)




JPMorgan Partners				(699	)		(767	)		9

	OPERATING EARNINGS (b)			2,654			3,446			(23	)




Special Items & Change in Acctng Principle				(604	)		(1,136	)		47




Amortization of Goodwill, Net of Taxes				—			(284	)	NM

	NET INCOME (b)		$	2,050		$	2,026			1

EARNINGS PER SHARE — DILUTED




OPERATING EARNINGS EXCL. JPMP			$	1.65		$	2.05			(20	)




Impact of JPMP				(0.35	)		(0.38	)		(8	)

OPERATING EARNINGS (b)				1.30			1.67			(22	)




Special Items & Change in Acctng Principle				(0.30	)		(0.56	)		46




Amortization of Goodwill, Net of Taxes				—			(0.14	)	NM

NET INCOME (b)			$	1.00		$	0.97			3

OPERATING RETURN ON COMMON EQUITY




Investment Bank				7.0	%		17.5	%		(1,050	) bp




Treasury & Securities Services				23.6			21.8			180




Investment Management & Private Banking				7.2			7.6			(40	)




Retail & Middle Market Financial Services				26.1			18.3			780




OPERATING RETURN ON COMMON EQUITY (b)				8.5			10.9			(240	)

(a)		Includes Support Units and the effect remaining at the corporate level after the implementation of management accounting policies.




(b)		Represents consolidated JPMorgan Chase.

Page 8


J.P. MORGAN CHASE & CO. CONSOLIDATED BALANCE SHEET

(in millions)


											Sep 30, 2002
											Over (Under)
		Sep 30th			Jun 30th			Sep 30th
		2002			2002			2001			Jun 30, 02			Sep 30, 01

ASSETS




Cash and Due from Banks		$	18,159		$	21,878		$	22,299			(17)	%		(19)	%




Deposits with Banks			13,447			10,517			9,341			28			44




Federal Funds Sold and Securities Purchased under Resale Agreements			63,748			71,740			78,997			(11	)		(19	)




Securities Borrowed			35,283			48,429			37,499			(27	)		(6	)




Trading Assets:




	Debt and Equity Instruments		151,264			159,746			165,143			(5	)		(8	)




	Derivative Receivables		87,518			69,858			85,407			25			2




Securities			79,768			64,526			66,468			24			20




Loans (Net of Allowance for Loan Losses)			206,215			207,080			219,411			—			(6	)




Private Equity Investments			8,013			8,229			9,628			(3	)		(17	)




Goodwill			8,108			8,089			8,477			—			(4	)




Other Intangibles:




	Mortgage Servicing Rights		3,606			5,689			5,731			(37	)		(37	)




	Purchased Credit Card Relationships		1,337			1,426			542			(6	)		147




	All Other Intangibles		311			313			64			(1	)		386




Other Assets			64,982			63,026			90,293			3			(28	)

TOTAL ASSETS		$	741,759		$	740,546		$	799,300			—			(7	)

LIABILITIES




Deposits		$	292,171		$	293,829		$	281,604			(1	)		4




Federal Funds Purchased and Securities Sold under Repurchase Agreements			154,745			162,656			181,775			(5	)		(15	)




Commercial Paper			13,775			14,561			19,299			(5	)		(29	)




Other Borrowed Funds			12,646			17,352			21,941			(27	)		(42	)




Trading Liabilities:




	Debt and Equity Instruments		71,607			67,952			58,594			5			22




	Derivative Payables		70,593			55,575			70,817			27			—




Accounts Payable, Accrued Expenses and Other Liabilities (including the Allowance for Lending-Related Commitments)			38,233			38,083			75,231			—			(49	)




Long-Term Debt			39,113			42,363			42,315			(8	)		(8	)




Guaranteed Preferred Beneficial Interests in the Firm’s Junior Subordinated Deferrable Interest Debentures			5,439			5,439			4,439			—			23

TOTAL LIABILITIES			698,322			697,810			756,015			—			(8	)




PREFERRED STOCK OF SUBSIDIARY			—			—			550		NM			NM




STOCKHOLDERS’ EQUITY




Preferred Stock			1,009			1,009			1,009			—			—




Common Stock			2,023			2,020			1,993			—			2




Capital Surplus			13,113			13,111			12,244			—			7




Retained Earnings			26,940			27,605			28,021			(2	)		(4	)




Accumulated Other Comprehensive Income			1,465			79			267		NM			NM




Treasury Stock, at Cost			(1,113	)		(1,088	)		(799	)		(2	)		(39	)

TOTAL STOCKHOLDERS’ EQUITY			43,437			42,736			42,735			2			2

TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY		$	741,759		$	740,546		$	799,300			—			(7	)

Note: Prior periods have been restated to conform with current methodologies.

Page 9


J.P. MORGAN CHASE & CO. CREDIT-RELATED INFORMATION (in millions, except ratios)


												Sep 30, 2002
													Over (Under)
			Sep 30th			Jun 30th			Sep 30th
			2002			2002			2001			Jun 30, 02			Sep 30, 01

CREDIT-RELATED ASSETS:




Commercial Loans			$	97,486		$	104,701		$	116,578			(7	)%		(16	)%




Derivative and FX Contracts				87,518			69,858			85,407			25			2

	Total Commercial Credit-Related Assets (a)			185,004			174,559			201,985			6			(8	)




Managed Consumer Loans (b)				143,835			134,884			125,431			7			15

	Total Managed Credit-Related Assets		$	328,839		$	309,443		$	327,416			6			—

NET CHARGE-OFFS: (c)




Commercial Loans			$	834		$	293		$	189			185			341

Credit Card — Managed (b)				687			767			534			(10	)		29




All Other Consumer				99			95			92			4			8

Managed Consumer Loans				786			862			626			(9	)		26

	Total Managed Net Charge-offs		$	1,620		$	1,155		$	815			40			99

NET CHARGE-OFF RATES — ANNUALIZED:




Total Commercial Loans				3.53	%		1.17	%		0.65	%		236	bp		288	bp




Credit Card — Managed				5.51			6.42			5.64			(91	)		(13	)




Total Managed Loans				2.75			1.96			1.33			79			142




NONPERFORMING ASSETS:




Commercial Loans			$	3,596		$	2,512		$	2,018			43	%		78	%




Derivative and FX Contracts				169			144			46			17			267




Consumer Loans				507			450			459			13			10




Assets Acquired in Loan Satisfactions				140			142			123			(1	)		14

	Total			4,412			3,248			2,646			36			67




Other Receivables (d)				1,130			1,130			—			—		NM

		Total Nonperforming Assets	$	5,542	(e)	$	4,378		$	2,646			27			109

SELECTED COUNTRY TOTAL EXPOSURE




(in billions)




Argentina			$	0.3	(f)	$	0.4		$	0.9			(25	)		(67	)




Brazil				1.7	(f)		2.1			3.5			(19	)		(51	)




Turkey				0.1	(f)		0.1			0.2			—			(50	)




Venezuela				0.3	(f)		0.3			0.3			—			—

(a)		Excludes unfunded commercial lending-related commitments totaling $240 billion at September 30, 2002, $241 billion at June 30, 2002 and $248 billion at September 30, 2001. Unused advised lines of credit totaling $18 billion at September 30, 2002 and June 30, 2002, and $20 billion at September 30, 2001 are included within these unfunded commercial lending-related commitments.




(b)		Includes credit card receivables that have been securitized.




(c)		Net charge-offs are presented for the quarter ended as of the date indicated.




(d)		This amount relates to the Enron-related surety receivables and letter of credit, which are the subject of litigation with credit-worthy entities. These receivables are classified in Other Assets at September 30, 2002 and June 30, 2002.




(e)		Nonperforming assets have not been reduced for credit protection (single name credit default swaps and collateralized loan obligations) relating to nonperforming counterparties in amounts aggregating $49 million. Nonperforming assets exclude nonaccrual loans held for sale (“HFS”) of $38 million. HFS loans are carried at the lower of cost or market and declines in value are recorded in Other Revenue.




(f)		Estimated

Page 10


J.P. MORGAN CHASE & CO. RECONCILIATION OF REPORTED TO OPERATING RESULTS (in millions, except per share data)


	THIRD QUARTER 2002									THIRD QUARTER 2001

	REPORTED		CREDIT		SPECIAL			OPERATING		REPORTED		CREDIT		SPECIAL			AMORTIZATION			OPERATING
	RESULTS		CARD		ITEMS			BASIS		RESULTS		CARD		ITEMS			OF GOODWILL			BASIS
	(a)		(b)		(c)					(a)		(b)		(c)			(d)

INCOME STATEMENT




Revenue	$	6,947	$	354	$	—		$	7,301	$	7,421	$	270	$	—		$	—		$	7,691




Expense		4,638		—		(98	)		4,540		4,949		—		—			—			4,949




Amortization of Intangibles		80		—		—			80		182		—		—			(146	)		36

Operating Margin		2,229		354		98			2,681		2,290		270		—			146			2,706




Credit Costs		1,836		354		—			2,190		745		270		—			—			1,015

Income before Merger and Restructuring Costs		393		—		98			491		1,545		—		—			146			1,691




Merger and Restructuring Costs		333		—		(333	)		—		876		—		(876	)		—			—

Income before Tax Expense		60		—		431			491		669		—		876			146			1,691




Tax Expense		20		—		146			166		220		—		289			49			558

Net Income	$	40	$	—	$	285		$	325	$	449	$	—	$	587		$	97		$	1,133






NET INCOME PER SHARE




Basic	$	0.01						$	0.16	$	0.22									$	0.57




Diluted		0.01							0.16		0.22										0.55


	YEAR TO DATE 2002									YEAR TO DATE 2001

	REPORTED		CREDIT		SPECIAL			OPERATING		REPORTED			CREDIT		SPECIAL			AMORTIZATION			OPERATING
	RESULTS		CARD		ITEMS			BASIS		RESULTS			CARD		ITEMS			OF GOODWILL			BASIS
	(a)		(b)		(c)					(a)			(b)		(c)			(d)

INCOME STATEMENT




Revenue	$	22,119	$	1,009	$	—		$	23,128	$	22,692		$	784	$	—		$	—		$	23,476




Expense		14,545		—		(98	)		14,447		15,620			—		—			—			15,620




Amortization of Intangibles		241		—		—			241		542			—		—			(434	)		108

Operating Margin		7,333		1,009		98			8,440		6,530			784		—			434			7,748




Credit Costs		3,410		1,009		—			4,419		1,714			784		—			—			2,498

Income before Merger and Restructuring Costs		3,923		—		98			4,021		4,816			—		—			434			5,250




Merger and Restructuring Costs		817		—		(817	)		—		1,682			—		(1,682	)		—			—

Income before Tax Expense		3,106		—		915			4,021		3,134			—		1,682			434			5,250




Tax Expense		1,056		—		311			1,367		1,083			—		571			150			1,804

Income before Effect of Acctng Change		2,050		—		604			2,654		2,051			—		1,111			284			3,446




Net Effect of Change in Acctng Principle		—		—		—			—		(25	)		—		25			—			—

Net Income	$	2,050	$	—	$	604		$	2,654	$	2,026		$	—	$	1,136		$	284		$	3,446






NET INCOME PER SHARE




Basic	$	1.01						$	1.32	$	1.00	(e)									$	1.72




Diluted		1.00							1.30		0.97	(e)										1.67

(a)		Represents condensed results as reported in JPMorgan Chase’s financial statements.




(b)		This column represents the impact of credit card securitizations. For receivables that have been securitized, amounts that would have been reported as net interest income and as provision for loan losses are instead reported as components of noninterest revenue.




(c)		Includes merger and restructuring costs and special items. The 2002 third quarter and nine months included $333 million and $817 million (pre-tax) in merger and restructuring costs, respectively, and $98 million (pre-tax) in real estate reserves for both periods that were recorded in “Occupancy Expense” in the reported results. The 2001 third quarter and nine months included $876 million and $1,682 million (pre-tax) in merger and restructuring costs, respectively.




(d)		Reported net income for 2002 reflects the adoption of SFAS 142 and, accordingly, the Firm ceased amortizing goodwill effective January 1, 2002. There was no impairment of goodwill upon adoption of SFAS 142. Prior period operating earnings for 2001 have been adjusted by adding back amortization of goodwill to report 2001 results on a basis comparable with 2002.




(e)		Includes the effect of the accounting change. Excluding the accounting change, basic and diluted net income per share were $1.01 and $0.98, respectively.

Page 11

2002 THIRD QUARTER FINANCIAL SUPPLEMENT

Exhibit 99(b)

(JPMORGANCHASE LARGE LOGO)

PRESS RELEASE FINANCIAL SUPPLEMENT

THIRD QUARTER 2002


J.P. MORGAN CHASE & CO. TABLE OF CONTENTS


	Page
JPMorgan Chase Consolidated




Statement of Income — Reported Basis		3




Lines of Business Financial Highlights Summary		4




Statement of Income — Operating Basis Excluding JPMorgan Partners		5




Statement of Income — Operating Basis		6




Reconciliation from Reported to Operating Basis		7









Segment Detail




Investment Bank		8









Treasury & Securities Services		9









Investment Management & Private Banking		10









JPMorgan Partners		11




Investment Portfolio — Private and Public Securities		12









Retail & Middle Market Financial Services		13




Business-Related Metrics		14









Supplemental Detail




Noninterest Revenue and Noninterest Expense Detail		15




Consolidated Balance Sheet		16




Condensed Average Balance Sheet and Annualized Yields		17




Credit-Related Information		18-20




Capital		21









Glossary of Terms		22

Page 2


J.P. MORGAN CHASE & CO. STATEMENT OF INCOME — REPORTED BASIS (in millions, except per share and ratio data)


		3QTR			2QTR			1QTR			4QTR			3QTR
		2002			2002			2002			2001			2001

REVENUE




Investment Banking Fees		$	545		$	785		$	755		$	931		$	811




Trading Revenue			(21	)		731			1,299			355			1,301




Fees and Commissions			3,005			2,885			2,584			2,493			2,397




Private Equity — Realized Gains (Losses)			(40	)		(10	)		(10	)		81			204




Private Equity — Unrealized Gains (Losses)			(275	)		(115	)		(228	)		(505	)		(311	)




Securities Gains			578			124			114			202			142




Other Revenue (a)			419			292			157			151			218

Total Noninterest Revenue			4,211			4,692			4,671			3,708			4,762




Interest Income			6,316			6,498			6,286			6,823			7,709




Interest Expense			3,580			3,616			3,359			3,879			5,050

Net Interest Income			2,736			2,882			2,927			2,944			2,659

Revenue before Provision for Credit Losses			6,947			7,574			7,598			6,652			7,421




Provision for Credit Losses (a)			1,836			821			753			1,468			745

	TOTAL NET REVENUE		5,111			6,753			6,845			5,184			6,676

EXPENSE




Compensation Expense			2,367			2,761			2,823			2,622			2,860




Occupancy Expense (b)			478			365			338			334			339




Technology and Communications Expense			625			629			665			640			663




Merger and Restructuring Costs			333			229			255			841			876




Amortization of Intangibles			80			92			69			187			182




Other Expense			1,168			1,118			1,208			1,128			1,087

	TOTAL NONINTEREST EXPENSE		5,051			5,194			5,358			5,752			6,007

Income (Loss) before Income Tax Expense and Effect of Accounting Change			60			1,559			1,487			(568	)		669




Income Tax Expense (Benefit)			20			531			505			(236	)		220

INCOME BEFORE EFFECT OF ACCOUNTING CHANGE			40			1,028			982			(332	)		449




Net Effect of Change in Accounting Principle			—			—			—			—			—

NET INCOME (LOSS)		$	40		$	1,028		$	982		$	(332	)	$	449

NET INCOME (LOSS) PER SHARE (c)




Basic		$	0.01		$	0.51		$	0.49		$	(0.18	)	$	0.22




Diluted			0.01			0.50			0.48			(0.18	)		0.22




PERFORMANCE RATIOS




Return on Average Assets			0.02	%		0.56	%		0.55	%	NM				0.24	%




Return on Average Common Equity			0.3			10.0			9.7		NM				4.2




FULL-TIME EQUIVALENT EMPLOYEES (d)			95,637			95,878			96,938			95,812			96,633

[Additional columns below]

[Continued from above table, first column(s) repeated]


		3QTR 2002												YTD 2002
		Over (Under)						YEAR TO DATE						Over (Under)

		2Q 2002			3Q 2001			2002			2001			2001

REVENUE




Investment Banking Fees			(31	)%		(33	)%	$	2,085		$	2,681			(22	)%




Trading Revenue		NM			NM				2,009			4,563			(56	)




Fees and Commissions			4			25			8,474			6,988			21




Private Equity — Realized Gains (Losses)		NM			NM				(60	)		570		NM




Private Equity — Unrealized Gains (Losses)		NM				12			(618	)		(1,379	)		55




Securities Gains			366			307			816			664			23




Other Revenue (a)			43			92			868			747			16

Total Noninterest Revenue			(10	)		(12	)		13,574			14,834			(8	)




Interest Income			(3	)		(18	)		19,100			25,358			(25	)




Interest Expense			(1	)		(29	)		10,555			17,500			(40	)

Net Interest Income			(5	)		3			8,545			7,858			9

Revenue before Provision for Credit Losses			(8	)		(6	)		22,119			22,692			(3	)




Provision for Credit Losses (a)			124			146			3,410			1,714			99

	TOTAL NET REVENUE		(24	)		(23	)		18,709			20,978			(11	)

EXPENSE




Compensation Expense			(14	)		(17	)		7,951			9,222			(14	)




Occupancy Expense (b)			31			41			1,181			1,014			16




Technology and Communications Expense			(1	)		(6	)		1,919			1,991			(4	)




Merger and Restructuring Costs			45			(62	)		817			1,682			(51	)




Amortization of Intangibles			(13	)		(56	)		241			542			(56	)




Other Expense			4			7			3,494			3,393			3

	TOTAL NONINTEREST EXPENSE		(3	)		(16	)		15,603			17,844			(13	)

Income (Loss) before Income Tax Expense and Effect of Accounting Change			(96	)		(91	)		3,106			3,134			(1	)




Income Tax Expense (Benefit)			(96	)		(91	)		1,056			1,083			(2	)

INCOME BEFORE EFFECT OF ACCOUNTING CHANGE			(96	)		(91	)		2,050			2,051			—




Net Effect of Change in Accounting Principle		NM			NM				—			(25	)	NM

NET INCOME (LOSS)			(96	)		(91	)	$	2,050		$	2,026			1

NET INCOME (LOSS) PER SHARE (c)




Basic			(98	)		(95	)	$	1.01		$	1.00			1




Diluted			(98	)		(95	)		1.00			0.97			3




PERFORMANCE RATIOS




Return on Average Assets			(54	)bp		(22	)bp		0.38	%		0.37	%		1	bp




Return on Average Common Equity			(970	)		(390	)		6.5			6.4			10




FULL-TIME EQUIVALENT EMPLOYEES (d)			—	%		(1	)%

		Note: Prior periods have been restated to conform with current methodologies.




(a)		In the third quarter of 2002, the “Provision for Loan Losses” was re-named “Provision for Credit Losses” and now includes the aggregate amount of the provision for loan losses and provision for lending-related commitments. The prior period provision for lending-related commitments was re-classified from “Other Revenue” to the “Provision for Credit Losses” category.




(b)		In the third quarter of 2002, $98 million (pre-tax) in real estate reserves were recorded in “Occupancy Expense” on a reported basis and treated as a special item on an operating basis.




(c)		Basic and diluted earnings per share have been reduced by $0.01 in the first nine months of 2001 due to the impact of the adoption of SFAS 133 relating to the accounting for derivative instruments and hedging activities.




(d)		Represents actual period end amount for each respective quarter.

Page 3


J.P. MORGAN CHASE & CO. LINES OF BUSINESS FINANCIAL HIGHLIGHTS SUMMARY (in millions, except per share and ratio data)


		3QTR			2QTR			1QTR			4QTR			3QTR
		2002			2002			2002			2001			2001

OPERATING REVENUE




Investment Bank		$	2,433		$	3,098		$	3,610		$	3,083		$	3,541




Treasury & Securities Services			1,022			983			933			936			972




Investment Management & Private Banking			691			729			763			746			757




Retail & Middle Market Financial Services			3,732			3,468			3,119			2,923			2,843




Corporate (a)			(216	)		(186	)		(205	)		(321	)		(247	)

	OPERATING REVENUE EXCLUDING JPMP		7,662			8,092			8,220			7,367			7,866




JPMorgan Partners			(361	)		(184	)		(301	)		(451	)		(175	)

	OPERATING REVENUE (b)	$	7,301		$	7,908		$	7,919		$	6,916		$	7,691

EARNINGS




Investment Bank		$	(256	)	$	486		$	753		$	369		$	702




Treasury & Securities Services			212			174			142			157			172




Investment Management & Private Banking			98			111			126			97			124




Retail & Middle Market Financial Services			807			694			529			334			421




Corporate (a)			(252	)		(117	)		(154	)		(257	)		(133	)

	OPERATING EARNINGS EXCLUDING JPMP		609			1,348			1,396			700			1,286




JPMorgan Partners			(284	)		(169	)		(246	)		(344	)		(153	)

	OPERATING EARNINGS (b)		325			1,179			1,150			356			1,133




Special Items & Net Effect of Change in Acctng Principle			(285	)		(151	)		(168	)		(579	)		(587	)




Amortization of Goodwill, Net of Taxes			—			—			—			(109	)		(97	)

	NET INCOME (LOSS) (b)	$	40		$	1,028		$	982		$	(332	)	$	449

EARNINGS PER SHARE — DILUTED




OPERATING EARNINGS EXCLUDING JPMP		$	0.30		$	0.66		$	0.69		$	0.34		$	0.63




Impact of JPMP			(0.14	)		(0.08	)		(0.12	)		(0.17	)		(0.08	)

OPERATING EARNINGS (b)			0.16			0.58			0.57			0.17			0.55




Special Items & Net Effect of Change in Acctng Principle			(0.15	)		(0.08	)		(0.09	)		(0.29	)		(0.29	)




Amortization of Goodwill, Net of Taxes			—			—			—			(0.05	)		(0.04	)

	NET INCOME (LOSS) (b)	$	0.01		$	0.50		$	0.48		$	(0.18	)(c)	$	0.22

OPERATING RETURN ON COMMON EQUITY




Investment Bank		NM				10.4	%		16.0	%		7.7	%		15.1	%




Treasury & Securities Services			28.3	%		22.9			19.4			21.5			23.3




Investment Management & Private Banking			6.4			7.1			8.3			6.2			7.9




Retail & Middle Market Financial Services			30.4			26.6			21.0			13.8			17.8




OPERATING RETURN ON COMMON EQUITY (b)			2.9			11.4			11.4			3.3			10.7

[Additional columns below]

[Continued from above table, first column(s) repeated]


		3QTR 2002												YTD 2002
		Over (Under)						YEAR TO DATE						Over (Under)

		2Q 2002			3Q 2001			2002			2001			2001

OPERATING REVENUE




Investment Bank			(21	)%		(31	)%	$	9,141		$	11,584			(21	)%




Treasury & Securities Services			4			5			2,938			2,885			2




Investment Management & Private Banking			(5	)		(9	)		2,183			2,436			(10	)




Retail & Middle Market Financial Services			8			31			10,319			8,194			26




Corporate (a)			(16	)		13			(607	)		(649	)		6

	OPERATING REVENUE EXCLUDING JPMP		(5	)		(3	)		23,974			24,450			(2	)




JPMorgan Partners			(96	)	NM				(846	)		(974	)		13

	OPERATING REVENUE (b)		(8	)		(5	)	$	23,128		$	23,476			(1	)

EARNINGS




Investment Bank		NM			NM			$	983		$	2,510			(61	)




Treasury & Securities Services			22			23			528			485			9




Investment Management & Private Banking			(12	)		(21	)		335			366			(8	)




Retail & Middle Market Financial Services			16			92			2,030			1,249			63




Corporate (a)		NM				(89	)		(523	)		(397	)		(32	)

	OPERATING EARNINGS EXCLUDING JPMP		(55	)		(53	)		3,353			4,213			(20	)




JPMorgan Partners			(68	)		(86	)		(699	)		(767	)		9

	OPERATING EARNINGS (b)		(72	)		(71	)		2,654			3,446			(23	)




Special Items & Net Effect of Change in Acctng Principle			(89	)		51			(604	)		(1,136	)		47




Amortization of Goodwill, Net of Taxes		NM			NM				—			(284	)	NM

	NET INCOME (LOSS) (b)		(96	)		(91	)	$	2,050		$	2,026			1

EARNINGS PER SHARE — DILUTED




OPERATING EARNINGS EXCLUDING JPMP			(55	)		(52	)	$	1.65		$	2.05			(20	)




Impact of JPMP			75			75			(0.35	)		(0.38	)		(8	)

OPERATING EARNINGS (b)			(72	)		(71	)		1.30			1.67			(22	)




Special Items & Net Effect of Change in Acctng Principle			(88	)		48			(0.30	)		(0.56	)		46




Amortization of Goodwill, Net of Taxes		NM			NM				—			(0.14	)	NM

NET INCOME (LOSS) (b)			(98	)		(95	)	$	1.00		$	0.97			3

OPERATING RETURN ON COMMON EQUITY




Investment Bank		NM			NM				7.0	%		17.5	%		(1,050	)bp




Treasury & Securities Services			540	bp		500	bp		23.6			21.8			180




Investment Management & Private Banking			(70	)		(150	)		7.2			7.6			(40	)




Retail & Middle Market Financial Services			380			1,260			26.1			18.3			780




OPERATING RETURN ON COMMON EQUITY (b)			(850	)		(780	)		8.5			10.9			(240	)

(a)		Includes Support Units and the effect remaining at the corporate level after the implementation of management accounting policies.




(b)		Represents consolidated JPMorgan Chase.




(c)		Diluted EPS is reported as $(0.18) which is the same as basic EPS, instead of $(0.17), since using diluted average shares outstanding would cause antidilution. As a result, the net loss earnings per share does not foot by $(0.01).

Page 4


J.P. MORGAN CHASE & CO. STATEMENT OF INCOME — OPERATING BASIS EXCLUDING JPMORGAN PARTNERS (in millions, except per share and ratio data)


		3QTR			2QTR			1QTR			4QTR			3QTR
		2002			2002			2002			2001			2001

OPERATING REVENUE




Investment Banking Fees		$	545		$	785		$	755		$	932		$	812




Trading-Related Revenue (Including Trading NII)			363			1,123			1,710			896			1,608




Fees and Commissions			2,749			2,725			2,466			2,297			2,289




Private Equity — Realized Gains (Losses)			1			1			3			(26	)		—




Private Equity — Unrealized Gains (Losses)			(17	)		(1	)		14			—			(5	)




Securities Gains			578			124			114			202			142




Other Revenue			416			278			133			158			206




Net Interest Income (Excluding Trading NII)			3,027			3,057			3,025			2,908			2,814

	TOTAL OPERATING REVENUE		7,662			8,092			8,220			7,367			7,866






OPERATING EXPENSE




Compensation Expense			2,330			2,724			2,782			2,583			2,825




Noncompensation Expense			2,202			2,157			2,233			2,085			2,092

	TOTAL OPERATING EXPENSE		4,532			4,881			5,015			4,668			4,917




Credit Costs			2,190			1,155			1,074			1,732			1,015

Operating Income before Taxes			940			2,056			2,131			967			1,934




Income Taxes			331			708			735			267			648

OPERATING EARNINGS		$	609		$	1,348		$	1,396		$	700		$	1,286






OPERATING BASIS




Diluted Earnings per Share		$	0.30		$	0.66		$	0.69		$	0.34		$	0.63




Return on Common Equity			6.4	%		15.2	%		16.2	%		7.7	%		14.3	%




Overhead Ratio			59			60			61			63			63




Compensation Expense as a % of Operating Revenue			30			34			34			35			36




Noncompensation Expense as a % of Operating Revenue			29			27			27			28			27

[Additional columns below]

[Continued from above table, first column(s) repeated]


		3QTR 2002												YTD 2002
		Over (Under)						YEAR TO DATE						Over (Under)

		2Q 2002			3Q 2001			2002			2001			2001

OPERATING REVENUE




Investment Banking Fees			(31	)%		(33	)%	$	2,085		$	2,682			(22	)%




Trading-Related Revenue (Including Trading NII)			(68	)		(77	)		3,196			5,343			(40	)




Fees and Commissions			1			20			7,940			6,761			17




Private Equity — Realized Gains (Losses)			—		NM				5			2			150




Private Equity — Unrealized Gains (Losses)		NM			NM				(4	)		(26	)		85




Securities Gains			366			307			816			664			23




Other Revenue			50			102			827			737			12




Net Interest Income (Excluding Trading NII)			(1	)		8			9,109			8,287			10

	TOTAL OPERATING REVENUE		(5	)		(3	)		23,974			24,450			(2	)






OPERATING EXPENSE




Compensation Expense			(14	)		(18	)		7,836			9,110			(14	)




Noncompensation Expense			2			5			6,592			6,380			3

	TOTAL OPERATING EXPENSE		(7	)		(8	)		14,428			15,490			(7	)




Credit Costs			90			116			4,419			2,498			77

Operating Income before Taxes			(54	)		(51	)		5,127			6,462			(21	)




Income Taxes			(53	)		(49	)		1,774			2,249			(21	)

OPERATING EARNINGS			(55	)		(53	)	$	3,353		$	4,213			(20	)






OPERATING BASIS




Diluted Earnings per Share			(55	)		(52	)	$	1.65		$	2.05			(20	)




Return on Common Equity			(880	)bp		(790	)bp		12.5	%		16.0	%		(350	)bp




Overhead Ratio			(100	)		(400	)		60			63			(300	)




Compensation Expense as a % of Operating Revenue			(400	)		(600	)		33			37			(400	)




Noncompensation Expense as a % of Operating Revenue			200			200			27			26			100

Page 5


J.P. MORGAN CHASE & CO. STATEMENT OF INCOME — OPERATING BASIS (in millions, except per share and ratio data)


		3QTR			2QTR			1QTR			4QTR			3QTR
		2002			2002			2002			2001			2001

OPERATING REVENUE




Investment Banking Fees		$	545		$	785		$	755		$	931		$	811




Trading-Related Revenue (Including Trading NII)			365			1,136			1,720			904			1,614




Fees and Commissions			2,768			2,745			2,493			2,340			2,297




Private Equity — Realized Gains (Losses)			(40	)		(10	)		(10	)		81			204




Private Equity — Unrealized Gains (Losses)			(275	)		(115	)		(228	)		(505	)		(311	)




Securities Gains			578			124			114			202			142




Other Revenue			409			273			137			138			209




Net Interest Income (Excluding Trading NII)			2,951			2,970			2,938			2,825			2,725

	TOTAL OPERATING REVENUE		7,301			7,908			7,919			6,916			7,691






OPERATING EXPENSE




Compensation Expense			2,367			2,761			2,823			2,622			2,860




Noncompensation Expense			2,253			2,204			2,280			2,138			2,125

	TOTAL OPERATING EXPENSE		4,620			4,965			5,103			4,760			4,985




Credit Costs			2,190			1,155			1,074			1,732			1,015

Operating Income before Taxes			491			1,788			1,742			424			1,691




Income Taxes			166			609			592			68			558

OPERATING EARNINGS		$	325		$	1,179		$	1,150		$	356		$	1,133






OPERATING BASIS




Diluted Earnings per Share		$	0.16		$	0.58		$	0.57		$	0.17		$	0.55




SVA			(964	)		(57	)		(59	)		(915	)		(136	)




Return on Managed Assets			0.17	%		0.62	%		0.63	%		0.19	%		0.59	%




Return on Common Equity			2.9			11.4			11.4			3.3			10.7




Overhead Ratio			63			63			64			69			65




Common Dividend Payout Ratio			222			59			60			199			61




Effective Tax Rate			34			34			34			16			33




Compensation Expense as a % of Operating Revenue			32			35			36			38			37




Noncompensation Expense as a % of Operating Revenue			31			28			29			31			28

[Additional columns below]

[Continued from above table, first column(s) repeated]


		3QTR 2002												YTD 2002
		Over (Under)						YEAR TO DATE						Over (Under)

		2Q 2002			3Q 2001			2002			2001			2001

OPERATING REVENUE




Investment Banking Fees			(31	)%		(33	)%	$	2,085		$	2,681			(22	)%




Trading-Related Revenue (Including Trading NII)			(68	)		(77	)		3,221			5,375			(40	)




Fees and Commissions			1			21			8,006			6,801			18




Private Equity — Realized Gains (Losses)		NM			NM				(60	)		570		NM




Private Equity — Unrealized Gains (Losses)		NM				12			(618	)		(1,379	)		55




Securities Gains			366			307			816			664			23




Other Revenue			50			96			819			743			10




Net Interest Income (Excluding Trading NII)			(1	)		8			8,859			8,021			10

	TOTAL OPERATING REVENUE		(8	)		(5	)		23,128			23,476			(1	)






OPERATING EXPENSE




Compensation Expense			(14	)		(17	)		7,951			9,222			(14	)




Noncompensation Expense			2			6			6,737			6,506			4

	TOTAL OPERATING EXPENSE		(7	)		(7	)		14,688			15,728			(7	)




Credit Costs			90			116			4,419			2,498			77

Operating Income before Taxes			(73	)		(71	)		4,021			5,250			(23	)




Income Taxes			(73	)		(70	)		1,367			1,804			(24	)

OPERATING EARNINGS			(72	)		(71	)	$	2,654		$	3,446			(23	)






OPERATING BASIS




Diluted Earnings per Share			(72	)		(71	)	$	1.30		$	1.67			(22	)




SVA		NM			NM				(1,080	)		(332	)	NM




Return on Managed Assets			(45	)bp		(42	)bp		0.47	%		0.61	%		(14	)bp




Return on Common Equity			(850	)		(780	)		8.5			10.9			(240	)




Overhead Ratio			—			(200	)		64			67			(300	)




Common Dividend Payout Ratio		NM			NM				79			60			1,900




Effective Tax Rate			—			100			34			34			—




Compensation Expense as a % of Operating Revenue			(300	)		(500	)		34			39			(500	)




Noncompensation Expense as a % of Operating Revenue			300			300			29			28			100

Note: Prior periods have been restated to conform with current methodologies.

Page 6


J.P. MORGAN CHASE & CO. RECONCILIATION FROM REPORTED TO OPERATING BASIS (in millions)


		3QTR			2QTR			1QTR			4QTR			3QTR
		2002			2002			2002			2001			2001

REVENUE




TRADING REVENUE




	Reported	$	(21	)	$	731		$	1,299		$	355		$	1,301




	Trading-Related NII		386			405			421			549			313

	Operating	$	365		$	1,136		$	1,720		$	904		$	1,614

CREDIT CARD REVENUE (a)




	Reported	$	806		$	669		$	587		$	662		$	548




	Credit Card Securitizations		(237	)		(140	)		(91	)		(153	)		(100	)

	Operating	$	569		$	529		$	496		$	509		$	448

OTHER REVENUE




	Reported	$	419		$	292		$	157		$	151		$	218




	Credit Card Securitizations		(10	)		(19	)		(20	)		(13	)		(9	)

	Operating	$	409		$	273		$	137		$	138		$	209

NET INTEREST INCOME




	Reported	$	2,736		$	2,882		$	2,927		$	2,944		$	2,659




	Credit Card Securitizations		601			493			432			430			379




	Trading-Related NII		(386	)		(405	)		(421	)		(549	)		(313	)

	Operating	$	2,951		$	2,970		$	2,938		$	2,825		$	2,725

TOTAL REVENUE




	Reported	$	6,947		$	7,574		$	7,598		$	6,652		$	7,421




	Credit Card Securitizations		354			334			321			264			270

	Total Operating Revenue	$	7,301		$	7,908		$	7,919		$	6,916		$	7,691

EXPENSE




	Reported	$	5,051		$	5,194		$	5,358		$	5,752		$	6,007




	Merger and Restructuring Costs		(333	)		(229	)		(255	)		(841	)		(876	)




	Real Estate Reserves		(98	)		—			—			—			—




	Amortization of Goodwill		—			—			—			(151	)		(146	)

	Operating Expense	$	4,620		$	4,965		$	5,103		$	4,760		$	4,985

CREDIT COSTS




	Provision for Credit Losses — Reported	$	1,836		$	821		$	753		$	1,468		$	745




	Credit Card Securitizations		354			334			321			264			270

	Credit Costs — Operating	$	2,190		$	1,155		$	1,074		$	1,732		$	1,015

[Additional columns below]

[Continued from above table, first column(s) repeated]


		3QTR 2002												YTD 2002
		Over (Under)						YEAR TO DATE						Over (Under)

		2Q 2002			3Q 2001			2002			2001			2001

REVENUE




TRADING REVENUE




	Reported	NM			NM			$	2,009		$	4,563			(56	)%




	Trading-Related NII		(5	)%		23	%		1,212			812			49

	Operating		(68	)		(77	)	$	3,221		$	5,375			(40	)

CREDIT CARD REVENUE (a)




	Reported		20			47		$	2,062		$	1,446			43




	Credit Card Securitizations		(69	)	NM				(468	)		(187	)	NM

	Operating		8			27		$	1,594		$	1,259			27

OTHER REVENUE




	Reported		43			92		$	868		$	747			16




	Credit Card Securitizations		(47	)		11			(49	)		(4	)	NM

	Operating		50			96		$	819		$	743			10

NET INTEREST INCOME




	Reported		(5	)		3		$	8,545		$	7,858			9




	Credit Card Securitizations		22			59			1,526			975			57




	Trading-Related NII		5			(23	)		(1,212	)		(812	)		(49	)

	Operating		(1	)		8		$	8,859		$	8,021			10

TOTAL REVENUE




	Reported		(8	)		(6	)	$	22,119		$	22,692			(3	)




	Credit Card Securitizations		6			31			1,009			784			29

	Total Operating Revenue		(8	)		(5	)	$	23,128		$	23,476			(1	)

EXPENSE




	Reported		(3	)		(16	)	$	15,603		$	17,844			(13	)




	Merger and Restructuring Costs		45			(62	)		(817	)		(1,682	)		(51	)




	Real Estate Reserves	NM			NM				(98	)		—		NM




	Amortization of Goodwill	NM			NM				—			(434	)	NM

	Operating Expense		(7	)		(7	)	$	14,688		$	15,728			(7	)

CREDIT COSTS




	Provision for Credit Losses — Reported		124			146		$	3,410		$	1,714			99




	Credit Card Securitizations		6			31			1,009			784			29

	Credit Costs — Operating		90			116		$	4,419		$	2,498			77

(a)

Included in Fees and Commissions.

(JPMORGANCHASE LOGO

SEGMENT DETAIL


J.P. MORGAN CHASE & CO. INVESTMENT BANK FINANCIAL HIGHLIGHTS

(in millions, except ratios)


			3QTR			2QTR			1QTR			4QTR			3QTR
OPERATING INCOME STATEMENT			2002			2002			2002			2001			2001

REVENUE:




Trading Revenue (Including Trading NII):




		Fixed Income and Other	$	624		$	1,022		$	1,493		$	957		$	1,262




		Equities		(254	)		95			201			63			239

				370			1,117			1,694			1,020			1,501




Investment Banking Fees				533			786			741			934			809




Net Interest Income				649			641			717			788			761




Fees and Commissions				418			416			379			362			346




Securities Gains				465			108			127			165			141




All Other Revenue				(2	)		30			(48	)		(186	)		(17	)

	TOTAL OPERATING REVENUE			2,433			3,098			3,610			3,083			3,541

EXPENSE:




Compensation Expense				790			1,156			1,179			1,134			1,252




Noncompensation Expense				857			869			932			744			893

	TOTAL OPERATING EXPENSE			1,647			2,025			2,111			1,878			2,145

Operating Margin				786			1,073			1,499			1,205			1,396




Credit Costs				1,316			306			282			617			268

Operating Income (Loss) Before Taxes				(530	)		767			1,217			588			1,128




Income Taxes (Benefit)				(274	)		281			464			219			426

OPERATING EARNINGS (LOSS)			$	(256	)	$	486		$	753		$	369		$	702

Average Common Equity			$	18,248		$	18,574		$	19,021		$	18,836		$	18,335




Average Assets				493,657			503,029			467,160			510,625			513,140




SVA				(812	)		(74	)		185			(206	)		143




Return on Common Equity				NM			10.4	%		16.0	%		7.7	%		15.1	%




Overhead Ratio				68	%		65			58			61			61




Compensation Expense as a % of Operating Revenue				32			37			33			37			35








BUSINESS REVENUE:




INVESTMENT BANKING FEES




		Advisory	$	141		$	195		$	193		$	269		$	333




		Underwriting and Other Fees		392			591			548			665			476

TOTAL				533			786			741			934			809

CAPITAL MARKETS




		Fixed Income		1,298			1,667			2,043			1,345			1,906




		Treasury		610			269			385			487			364




		Equities		(8	)		376			441			317			462

TOTAL				1,900			2,312			2,869			2,149			2,732

TOTAL OPERATING REVENUE			$	2,433		$	3,098		$	3,610		$	3,083		$	3,541

MEMO:




CAPITAL MARKETS TOTAL RETURN REVENUE (a)




		Fixed Income	$	1,332		$	1,739		$	2,000		$	1,376		$	1,893




		Treasury		363			214			469			309			(19	)




		Equities		(8	)		376			441			317			462

TOTAL			$	1,687		$	2,329		$	2,910		$	2,002		$	2,336

MARKET SHARE / RANKINGS: (b)




Global Syndicated Loans				21.6%/#1			27.9%/#1			21.6%/#1			24.4%/#1			21.7%/#1




U.S. Investment Grade Bonds				14.3%/#2			17.6%/#2			15.9%/#2			13.2%/#2			14.7%/#2




Euro-Denominated Corporate International Bonds				4.8%/#9			5.3%/#7			5.8%/#4			6.1%/#6			9.5%/#1




Global Equity and Equity-Related				1.8%/#12			6.1%/#7			4.8%/#6			5.0%/#8			5.1%/#7




U.S. Equity and Equity-Related				3.9%/#7			8.4%/#6			4.5%/#7			7.7%/#5			5.5%/#7




Global Announced M&A				14.5%/#4			18.6%/#3			13.7%/#8			25.7%/#3			31.2%/#5

[Additional columns below]

[Continued from above table, first column(s) repeated]


			3QTR 2002												YTD 2002
			Over (Under)						YEAR TO DATE						Over (Under)

OPERATING INCOME STATEMENT			2Q 2002			3Q 2001			2002			2001			2001

REVENUE:




Trading Revenue (Including Trading NII):




		Fixed Income and Other		(39	) %		(51	) %	$	3,139		$	4,020			(22	) %




		Equities		NM			NM			42			1,127			(96	)

				(67	)		(75	)		3,181			5,147			(38	)




Investment Banking Fees				(32	)		(34	)		2,060			2,667			(23	)




Net Interest Income				1			(15	)		2,007			2,158			(7	)




Fees and Commissions				—			21			1,213			1,123			8




Securities Gains				331			230			700			373			88




All Other Revenue				NM			88			(20	)		116			NM

	TOTAL OPERATING REVENUE			(21	)		(31	)		9,141			11,584			(21	)

EXPENSE:




Compensation Expense				(32	)		(37	)		3,125			4,199			(26	)




Noncompensation Expense				(1	)		(4	)		2,658			2,784			(5	)

	TOTAL OPERATING EXPENSE			(19	)		(23	)		5,783			6,983			(17	)

Operating Margin				(27	)		(44	)		3,358			4,601			(27	)




Credit Costs				330			391			1,904			530			259

Operating Income (Loss) Before Taxes				NM			NM			1,454			4,071			(64	)




Income Taxes (Benefit)				NM			NM			471			1,561			(70	)

OPERATING EARNINGS (LOSS)				NM			NM		$	983		$	2,510			(61	)

Average Common Equity				(2	)		—		$	18,611		$	19,043			(2	)




Average Assets				(2	)		(4	)		488,046			510,185			(4	)




SVA				NM			NM			(701	)		779			NM




Return on Common Equity				NM			NM			7.0	%		17.5	%		(1,050	) bp




Overhead Ratio				300	bp		700	bp		63			60			300




Compensation Expense as a % of Operating Revenue				(500	)		(300	)		34			36			(200	)




BUSINESS REVENUE:




INVESTMENT BANKING FEES




		Advisory		(28	) %		(58	) %	$	529		$	979			(46	) %




		Underwriting and Other Fees		(34	)		(18	)		1,531			1,688			(9	)

TOTAL				(32	)		(34	)		2,060			2,667			(23	)

CAPITAL MARKETS




		Fixed Income		(22	)		(32	)		5,008			5,961			(16	)




		Treasury		127			68			1,264			1,034			22




		Equities		NM			NM			809			1,922			(58	)

TOTAL				(18	)		(30	)		7,081			8,917			(21	)

TOTAL OPERATING REVENUE				(21	)		(31	)	$	9,141		$	11,584			(21	)

MEMO:




CAPITAL MARKETS TOTAL RETURN REVENUE (a)




		Fixed Income		(23	)		(30	)	$	5,071		$	6,017			(16	)




		Treasury		70			NM			1,046			641			63




		Equities		NM			NM			809			1,922			(58	)

TOTAL				(28	)		(28	)	$	6,926		$	8,580			(19	)

MARKET SHARE / RANKINGS: (b)




Global Syndicated Loans										24.2%/#1			26.7%/#1




U.S. Investment Grade Bonds										16.1%/#2			14.5%/#2




Euro-Denominated Corporate International Bonds										5.4%/#4			7.4%/#2




Global Equity and Equity-Related										4.8%/#8			2.8%/#9




U.S. Equity and Equity-Related										5.9%/#7			2.3%/#8




Global Announced M&A										15.8%/#4			20.8%/#5

Note: Prior periods have been restated to conform with current methodologies.

(a)		Total return revenues include operating revenues plus the unrealized gains or losses on assets and liabilities in activities, primarily treasury, which are accounted for under accrual accounting.




(b)		Derived from Thomson Financial Securities Data which reflect subsequent updates to prior period information. Global announced M&A based on rank value; all others based on proceeds, with full credit to each book manager/equal if joint.

Page 8


J.P. MORGAN CHASE & CO. TREASURY & SECURITIES SERVICES FINANCIAL HIGHLIGHTS

(in millions, except ratios)


		3QTR			2QTR			1QTR			4QTR			3QTR
OPERATING INCOME STATEMENT		2002			2002			2002			2001			2001

REVENUE:




Fees and Commissions		$	595		$	608		$	586		$	564		$	554




Net Interest Income			326			322			313			328			355




All Other Revenue			101			53			34			44			63

	TOTAL OPERATING REVENUE		1,022			983			933			936			972

EXPENSE:




Compensation Expense			290			301			304			275			288




Noncompensation Expense			407			414			409			419			418

	TOTAL OPERATING EXPENSE		697			715			713			694			706

Operating Margin			325			268			220			242			266




Credit Costs			—			(1	)		1			4			1

Operating Income Before Taxes			325			269			219			238			265




Income Taxes			113			95			77			81			93

OPERATING EARNINGS		$	212		$	174		$	142		$	157		$	172

Average Common Equity		$	2,958		$	3,033		$	2,953		$	2,876		$	2,910




Average Assets			15,311			18,306			16,281			17,744			18,301




SVA			122			82			54			69			83




Return on Common Equity			28.3	%		22.9	%		19.4	%		21.5	%		23.3	%




Overhead Ratio			68			73			76			74			73




OPERATING REVENUE BY BUSINESS:




	Treasury Services	$	356		$	329		$	333		$	349		$	344




	Investor Services		394			428			392			392			434




	Institutional Trust Services		220			221			202			190			189




	Other		52			5			6			5			5

	Total Treasury & Securities Services	$	1,022		$	983		$	933		$	936		$	972

[Additional columns below]

[Continued from above table, first column(s) repeated]


		3QTR 2002												YTD 2002
		Over (Under)						YEAR TO DATE						Over (Under)

OPERATING INCOME STATEMENT		2Q 2002			3Q 2001			2002			2001			2001

REVENUE:




Fees and Commissions			(2	) %		7	%	$	1,789		$	1,667			7	%




Net Interest Income			1			(8	)		961			1,049			(8	)




All Other Revenue			91			60			188			169			11

	TOTAL OPERATING REVENUE		4			5			2,938			2,885			2

EXPENSE:




Compensation Expense			(4	)		1			895			876			2




Noncompensation Expense			(2	)		(3	)		1,230			1,257			(2	)

	TOTAL OPERATING EXPENSE		(3	)		(1	)		2,125			2,133			—

Operating Margin			21			22			813			752			8




Credit Costs			NM			NM			—			4			NM

Operating Income Before Taxes			21			23			813			748			9




Income Taxes			19			22			285			263			8

OPERATING EARNINGS			22			23		$	528		$	485			9

Average Common Equity			(2	)		2		$	2,982		$	2,949			1




Average Assets			(16	)		(16	)		16,629			17,938			(7	)




SVA			49			47			258			217			19




Return on Common Equity			540	bp		500	bp		23.6	%		21.8	%		180	bp




Overhead Ratio			(500	)		(500	)		72			74			(200	)




OPERATING REVENUE BY BUSINESS:




	Treasury Services		8	%		3	%	$	1,018		$	997			2	%




	Investor Services		(8	)		(9	)		1,214			1,296			(6	)




	Institutional Trust Services		—			16			643			577			11




	Other		NM			NM			63			15			320

	Total Treasury & Securities Services		4			5		$	2,938		$	2,885			2

Note: Prior periods have been restated to conform with current methodologies.

Page 9


J.P. MORGAN CHASE & CO. INVESTMENT MANAGEMENT & PRIVATE BANKING FINANCIAL HIGHLIGHTS

(in millions, except ratios)


			3QTR				2QTR			1QTR			4QTR			3QTR
OPERATING INCOME STATEMENT			2002				2002			2002			2001			2001

REVENUE:




Fees and Commissions			$	510			$	551		$	581		$	566		$	569




Net Interest Income				124				123			120			143			138




All Other Revenue				57				55			62			37			50

		TOTAL OPERATING REVENUE		691				729			763			746			757

EXPENSE:




Compensation Expense				263				258			283			285			299




Noncompensation Expense				288				311			295			314			292

		TOTAL OPERATING EXPENSE		551				569			578			599			591

Operating Margin				140				160			185			147			166




Credit Costs				25				23			23			30			3

Operating Income Before Taxes				115				137			162			117			163




Income Taxes				17				26			36			20			39

OPERATING EARNINGS			$	98			$	111		$	126		$	97		$	124

Average Common Equity			$	6,008			$	6,172		$	6,095		$	6,096		$	6,145




Average Assets				34,746				36,285			37,825			36,405			36,658




SVA				(85	)			(76	)		(56	)		(89	)		(63	)




Return on Common Equity				6.4	%			7.1	%		8.3	%		6.2	%		7.9	%




Overhead Ratio				80				78			76			80			78
(in billions)




ASSETS UNDER MANAGEMENT (a) (b)			$	492	(c	)	$	541		$	581		$	602		$	582




	Private Banking			118	(c	)		132			139			138			135




	Institutional			313	(c	)		341			373			404			390




	Retail			61	(c	)		68			69			60			57




ASSETS UNDER MANAGEMENT			$	492	(c	)	$	541		$	581		$	602		$	582




	Americas			343	(c	)		375			417			438			421




	Europe and Asia			149	(c	)		166			164			164			161




ASSETS UNDER MANAGEMENT			$	492	(c	)	$	541		$	581		$	602		$	582




	Fixed Income and Cash			283	(c	)		293			312			328			313




	Equities and Other			209	(c	)		248			269			274			269




CLIENT POSITIONS (b) (d)




	Private Banking		$	241	(c	)	$	277		$	276		$	299		$	300

[Additional columns below]

[Continued from above table, first column(s) repeated]


			3QTR 2002												YTD 2002
			Over (Under)						YEAR TO DATE						Over (Under)

OPERATING INCOME STATEMENT			2Q 2002			3Q 2001			2002			2001			2001

REVENUE:




Fees and Commissions				(7	)%		(10	)%	$	1,642		$	1,794			(8	)%




Net Interest Income				1			(10	)		367			443			(17	)




All Other Revenue				4			14			174			199			(13	)

		TOTAL OPERATING REVENUE		(5	)		(9	)		2,183			2,436			(10	)

EXPENSE:




Compensation Expense				2			(12	)		804			1,014			(21	)




Noncompensation Expense				(7	)		(1	)		894			940			(5	)

		TOTAL OPERATING EXPENSE		(3	)		(7	)		1,698			1,954			(13	)

Operating Margin				(13	)		(16	)		485			482			1




Credit Costs				9			NM			71			5			NM

Operating Income Before Taxes				(16	)		(29	)		414			477			(13	)




Income Taxes				(35	)		(56	)		79			111			(29	)

OPERATING EARNINGS				(12	)		(21	)	$	335		$	366			(8	)

Average Common Equity				(3	)		(2	)	$	6,091		$	6,324			(4	)




Average Assets				(4	)		(5	)		36,274			36,921			(2	)




SVA				(12	)		(35	)		(217	)		(210	)		(3	)




Return on Common Equity				(70	)bp		(150	)bp		7.2	%		7.6	%		(40	)bp




Overhead Ratio				200			200			78			80			(200	)
(in billions)




ASSETS UNDER MANAGEMENT (a) (b)				(9	)%		(15	)%




	Private Banking			(11	)		(13	)




	Institutional			(8	)		(20	)




	Retail			(10	)		7




ASSETS UNDER MANAGEMENT				(9	)		(15	)




	Americas			(9	)		(19	)




	Europe and Asia			(10	)		(7	)




ASSETS UNDER MANAGEMENT				(9	)		(15	)




	Fixed Income and Cash			(3	)		(10	)




	Equities and Other			(16	)		(22	)




CLIENT POSITIONS (b) (d)




	Private Banking			(13	)		(20	)

Note: Prior periods have been restated to conform with current methodologies.

(a)		Assets under management represent assets actively managed by Investment Management & Private Banking on behalf of institutional and Private Banking clients. Excludes assets managed at American Century Companies Inc.




(b)		Assets under management and client positions restated for transfer of certain clients to RMMFS.




(c)		Estimated




(d)		Client Positions represent assets under management as well as custody, restricted stock, deposit, brokerage and loan accounts.

Page 10


J.P. MORGAN CHASE & CO. JPMORGAN PARTNERS FINANCIAL HIGHLIGHTS

(in millions, except ratios)


				3QTR			2QTR			1QTR			4QTR			3QTR
				2002			2002			2002			2001			2001

OPERATING INCOME STATEMENT
REVENUE:




Private Equity:




			Realized Gains (Losses)	$	(41	)	$	(11	)	$	(13	)	$	107		$	204




			Unrealized Gains (Losses)		(258	)		(114	)		(242	)		(505	)		(306	)

Total Private Equity Gains (Losses)					(299	)		(125	)		(255	)		(398	)		(102	)




Net Interest Income (Loss)					(76	)		(87	)		(87	)		(83	)		(89	)




Fees and Other Revenue					14			28			41			30			16

		TOTAL OPERATING REVENUE			(361	)		(184	)		(301	)		(451	)		(175	)

EXPENSE:




Compensation Expense					37			37			41			39			35




Noncompensation Expense					51			47			47			53			33

	TOTAL OPERATING EXPENSE				88			84			88			92			68

Operating Income (Loss) Before Taxes					(449	)		(268	)		(389	)		(543	)		(243	)




Income Taxes (Benefit)					(165	)		(99	)		(143	)		(199	)		(90	)

OPERATING EARNINGS (LOSS)				$	(284	)	$	(169	)	$	(246	)	$	(344	)	$	(153	)

Average Common Equity				$	5,389		$	5,493		$	5,709		$	6,131		$	6,121




Average Assets					10,095			10,279			10,687			11,734			11,368




SVA					(489	)		(376	)		(459	)		(578	)		(386	)

[Additional columns below]

[Continued from above table, first column(s) repeated]


				3QTR 2002												YTD2002
				Over (Under)						YEAR TO DATE						Over (Under)

				2Q 2002			3Q 2001			2002			2001			2001

OPERATING INCOME STATEMENT
REVENUE:




Private Equity:




			Realized Gains (Losses)		NM			NM		$	(65	)	$	568		NM




			Unrealized Gains (Losses)		NM			16	%		(614	)		(1,353	)		55	%

Total Private Equity Gains (Losses)					NM			NM			(679	)		(785	)		14




Net Interest Income (Loss)					13	%		15			(250	)		(266	)		6




Fees and Other Revenue					(50	)		(13	)		83			77			8

		TOTAL OPERATING REVENUE			(96	)		NM			(846	)		(974	)		13

EXPENSE:




Compensation Expense					—			6			115			112			3




Noncompensation Expense					9			55			145			126			15

	TOTAL OPERATING EXPENSE				5			29			260			238			9

Operating Income (Loss) Before Taxes					(68	)		(85	)		(1,106	)		(1,212	)		9




Income Taxes (Benefit)					(67	)		(83	)		(407	)		(445	)		9

OPERATING EARNINGS (LOSS)					(68	)		(86	)	$	(699	)	$	(767	)		9

Average Common Equity					(2	)		(12	)	$	5,529		$	6,617			(16	)




Average Assets					(2	)		(11	)		10,351			12,410			(17	)




SVA					(30	)		(27	)		(1,324	)		(1,517	)		13

Note: Prior periods have been restated to conform with current methodologies.

Page 11


J.P. MORGAN CHASE & CO JPMORGAN PARTNERS INVESTMENT PORTFOLIO — PRIVATE AND PUBLIC SECURITIES

(in millions, except ratios)


		Sep 30th		Jun 30th		Mar 31st		Dec 31st		Sep 30th
		2002		2002		2002		2001		2001

PORTFOLIO INFORMATION




Public Securities (110 companies)(a)(b)




	Carrying Value	$	488	$	695	$	705	$	998	$	1,149




	Cost		764		860		809		802		829




Private Direct Securities (960 companies)(b)




	Carrying Value		5,694		5,707		6,054		6,289		6,371




	Cost		7,186		7,066		7,317		7,544		7,322




Private Fund Investments (326 funds)(b)




	Carrying Value		1,831		1,827		1,794		1,910		2,108




	Cost		2,216		2,164		2,119		2,182		2,217

Total Investment Portfolio — Carrying Value		$	8,013	$	8,229	$	8,553	$	9,197	$	9,628

Total Investment Portfolio — Cost		$	10,166	$	10,090	$	10,245	$	10,528	$	10,368

[Additional columns below]

[Continued from above table, first column(s) repeated]


		Sep 30, 2002

		Over (Under)

		Jun 30, 02			Sep 30, 01

PORTFOLIO INFORMATION




Public Securities (110 companies)(a)(b)




	Carrying Value		(30	)%		(58	)%




	Cost		(11	)		(8	)




Private Direct Securities (960 companies)(b)




	Carrying Value		—			(11	)




	Cost		2			(2	)




Private Fund Investments (326 funds)(b)




	Carrying Value		—			(13	)




	Cost		2			—









Total Investment Portfolio — Carrying Value			(3	)		(17	)









Total Investment Portfolio — Cost			1			(2	)

Public Securities Investments at September 30, 2002
(dollars and shares in millions)


					Quoted
					Public
		Symbol	Shares		Value		Cost

JetBlue Airways Corporation		JBLU		3.4	$	139	$	20




Encore Acquisition Company		EAC		4.9		81		34




Fisher Scientific International, Inc.		FSH		2.4		72		21




Guitar Center Inc.		GTRC		3.3		61		35




Triton PCS Holdings, Inc.		TPC		16.0		33		70




United Auto Group, Inc.		UAG		2.2		30		25




AT&T Wireless Services, Inc. (c)		AWE		7.0		29		5




1-800-FLOWERS.COM, Inc.		FLWS		3.9		27		14




dj Orthopedics, Inc.		DJO		5.9		23		54




Lin TV Corp		TVL		0.9		21		27

	Top Ten Public Securities				$	516	$	305




Other Public Securities (100 companies)						204		459

	Total Public Securities (110 companies)				$	720	$	764

(a)		Publicly traded positions only.




(b)		Represents the number of companies and funds at September 30, 2002.




(c)		Does not include 3.3 million shares held directly by the holding company, received upon distribution from JPMP.

Page 12


J.P. MORGAN CHASE & CO RETAIL & MIDDLE MARKET FINANCIAL SERVICES FINANCIAL HIGHLIGHTS

(in millions, except ratios)


	3QTR			2QTR			1QTR			4QTR			3QTR
	2002			2002			2002			2001			2001

OPERATING INCOME STATEMENT




REVENUE:




Net Interest Income	$	2,159		$	2,124		$	2,032		$	1,843		$	1,801




Fees and Commissions		1,247			1,150			912			796			807




Securities Gains		112			19			(13	)		61			1




All Other Revenue		214			175			188			223			234

TOTAL OPERATING REVENUE		3,732			3,468			3,119			2,923			2,843

EXPENSE:




Compensation Expense		678			670			646			601			616




Noncompensation Expense		969			951			892			875			831

TOTAL OPERATING EXPENSE		1,647			1,621			1,538			1,476			1,447

Operating Margin		2,085			1,847			1,581			1,447			1,396




Credit Costs		823			736			726			926			722

Operating Income Before Taxes		1,262			1,111			855			521			674




Income Taxes		455			417			326			187			253

OPERATING EARNINGS	$	807		$	694		$	529		$	334		$	421

Average Common Equity	$	10,497		$	10,436		$	10,149		$	9,489		$	9,343




Average Managed Assets (a)		179,489			176,176			176,325			166,858			165,118




SVA		487			379			225			44			136




Return on Common Equity		30.4	%		26.6	%		21.0	%		13.8	%		17.8	%




Overhead Ratio		44			47			49			50			51




RETAIL & MIDDLE MARKET FINANCIAL SERVICES’ BUSINESSES




CARDMEMBER SERVICES:




Operating Revenues	$	1,563		$	1,492		$	1,358		$	1,261		$	1,148




Operating Earnings		246			179			151			176			129




HOME FINANCE:




Operating Revenues	$	974		$	773		$	529		$	443		$	468




Operating Earnings		393			268			134			89			122




REGIONAL BANKING GROUP:




Operating Revenues	$	689		$	702		$	719		$	734		$	766




Operating Earnings		87			103			128			109			123




MIDDLE MARKETS:




Operating Revenues	$	326		$	316		$	322		$	303		$	310




Operating Earnings		91			89			79			63			72




AUTO FINANCE:




Operating Revenues	$	167		$	167		$	172		$	164		$	140




Operating Earnings		27			82			33			36			33

[Additional columns below]

[Continued from above table, first column(s) repeated]


		3QTR 2002												YTD 2002
		Over (Under)						YEAR TO DATE						Over (Under)

		2Q 2002			3Q 2001			2002			2001			2001

OPERATING INCOME STATEMENT




REVENUE:




Net Interest Income			2	%		20	%	$	6,315		$	5,189			22	%




Fees and Commissions			8			55			3,309			2,145			54




Securities Gains		NM			NM				118			317			(63	)




All Other Revenue			22			(9	)		577			543			6

	TOTAL OPERATING REVENUE		8			31			10,319			8,194			26

EXPENSE:




Compensation Expense			1			10			1,994			1,771			13




Noncompensation Expense			2			17			2,812			2,461			14

	TOTAL OPERATING EXPENSE		2			14			4,806			4,232			14

Operating Margin			13			49			5,513			3,962			39




Credit Costs			12			14			2,285			1,948			17

Operating Income Before Taxes			14			87			3,228			2,014			60




Income Taxes			9			80			1,198			765			57

OPERATING EARNINGS			16			92		$	2,030		$	1,249			63

Average Common Equity			1			12		$	10,362		$	9,032			15




Average Managed Assets (a)			2			9			177,342			162,572			9




SVA			28			258			1,091			427			156




Return on Common Equity			380	bp		1,260	bp		26.1	%		18.3	%		780	bp




Overhead Ratio			(300	)		(700	)		47			52			(500	)




RETAIL & MIDDLE MARKET FINANCIAL SERVICES’ BUSINESSES




CARDMEMBER SERVICES:




Operating Revenues			5	%		36	%	$	4,413		$	3,220			37	%




Operating Earnings			37			91			576			336			71




HOME FINANCE:




Operating Revenues			26			108		$	2,276		$	1,245			83




Operating Earnings			47			222			795			313			154




REGIONAL BANKING GROUP:




Operating Revenues			(2	)		(10	)	$	2,110		$	2,322			(9	)




Operating Earnings			(16	)		(29	)		318			377			(16	)




MIDDLE MARKETS:




Operating Revenues			3			5		$	964		$	934			3




Operating Earnings			2			26			259			194			34




AUTO FINANCE:




Operating Revenues			—			19		$	506		$	388			30




Operating Earnings			(67	)		(18	)		142			92			54

		Note: Prior periods have been restated to conform with current methodologies.




(a)		Excludes the impact of credit card securitizations.

Page 13


J.P. MORGAN CHASE & CO RETAIL & MIDDLE MARKET FINANCIAL SERVICES BUSINESS-RELATED METRICS


		3QTR			2QTR			1QTR			4QTR			3QTR
		2002			2002			2002			2001			2001

Cardmember Services — Managed Basis




End-of-Period Outstandings (in billions)		$	51.1		$	49.5		$	48.9		$	41.6		$	38.9




Total Purchases & Cash Advances (a) (in billions)			23.0			20.9			18.9			20.3			17.9




Total Accounts (in millions)			28.6			28.1			27.7			23.9			23.4




Net Charge-Off Ratio			5.59	%		6.41	%		5.82	%		5.56	%		5.74	%




Overhead Ratio			34			34			34			34			34




Regional Banking Group




Total Average Deposits (in billions)		$	70.1		$	69.9		$	69.1		$	66.3		$	65.6




Total Average Assets Under Management (b) (in billions)			103.1	(c)		104.7			104.8			103.5			102.6




Number of Branches			533			533			538			531			533




Number of ATMs			1,884			1,878			1,895			1,907			1,875




Number of Online Customers (in thousands)			1,128			1,066			1,003			937			876




Overhead Ratio			75	%		74	%		73	%		72	%		69	%




Home Finance




Originations (in billions)		$	35.4		$	26.5		$	32.7		$	50.4		$	47.4




Loans Serviced (in billions)			434	(c)		436			426			430			427




Total Average Loans Owned (in billions)			54.2			54.1			56.9			57.3			57.0




Number of Customers (in millions)			4.0	(c)		4.1			4.0			4.0			4.1




Net Charge-Off Ratio			0.21	%		0.30	%		0.21	%		0.21	%		0.20	%




Overhead Ratio			31			39			55			63			54




Middle Markets




Total Average Loans (in billions)		$	13.7		$	13.5		$	13.6		$	14.1		$	14.3




Total Average Deposits (in billions)			24.0			24.0			22.7			20.1			18.1




Nonperforming Average Loans as a




	% of Total Average Loans		1.95	%		1.89	%		2.20	%		2.21	%		2.19	%




Overhead Ratio			49			53			52			58			53




Auto Finance




Loan and Lease Receivables (in billions)		$	33.2		$	29.3		$	28.8		$	28.4		$	27.2




Origination Volume (in billions)			7.6			5.2			5.8			5.6			5.2




Market Share			5.8	%(c)		4.6	%		5.2	%		5.2	%		4.2	%




Net Charge-Off Ratio			0.59			0.38			0.53			0.70			0.49




Overhead Ratio			35			35			34			33			37

[Additional columns below]

[Continued from above table, first column(s) repeated]


		3QTR 2002												YTD 2002
		Over (Under)						YEAR TO DATE						Over (Under)

		2Q 2002			3Q 2001			2002			2001			2001

Cardmember Services — Managed Basis




End-of-Period Outstandings (in billions)			3	%		31	%	$	51.1		$	38.9			31	%




Total Purchases & Cash Advances (a) (in billions)			10			28			62.8			51.9			21




Total Accounts (in millions)			2			22			28.6			23.4			22




Net Charge-Off Ratio			(82	)bp		(15	)bp		5.93	%		5.47	%		46	bp




Overhead Ratio			—			—			34			35			(100	)




Regional Banking Group




Total Average Deposits (in billions)			—	%		7	%	$	69.7		$	65.7			6	%




Total Average Assets Under Management (b) (in billions)			(2	)		—			104.1			102.5			2




Number of Branches			—			—			533			533			—




Number of ATMs			—			—			1,884			1,875			—




Number of Online Customers (in thousands)			6			29			1,128			876			29




Overhead Ratio			100	bp		600	bp		74	%		69	%		500	bp




Home Finance




Originations (in billions)			34	%		(25	)%	$	94.6		$	132.6			(29	)%




Loans Serviced (in billions)			—			2			434			427			2




Total Average Loans Owned (in billions)			—			(5	)		55.5			53.8			3




Number of Customers (in millions)			(2	)		(2	)		4.0			4.1			(2	)




Net Charge-Off Ratio			(9	)bp		1	bp		0.24	%		0.17	%		7	bp




Overhead Ratio			(800	)		(2,300	)		39			57			(1,800	)




Middle Markets




Total Average Loans (in billions)			1	%		(4	)%	$	13.6		$	14.4			(6	)%




Total Average Deposits (in billions)			—			33			23.6			17.9			32




Nonperforming Average Loans as a




	% of Total Average Loans		6	bp		(24	)bp		2.01	%		2.39	%		(38	)bp




Overhead Ratio			(400	)		(400	)		51			54			(300	)




Auto Finance




Loan and Lease Receivables (in billions)			13	%		22	%	$	33.2		$	27.2			22	%




Origination Volume (in billions)			46			46			18.6			14.3			30




Market Share			120	bp		160	bp		5.8	%		4.2	%		160	bp




Net Charge-Off Ratio			21			10			0.50			0.47			3




Overhead Ratio			—			(200	)		34			38			(400	)

		Note: Prior periods have been restated to conform with current methodologies.




(a)		Sum of total customer purchases, cash advances and balance transfers.




(b)		Assets under management includes deposits.




(c)		Estimated

Page 14

(JP MORGANCHASE LOGO)

SUPPLEMENTAL DETAIL


J.P. MORGAN CHASE & CO

NONINTEREST REVENUE AND NONINTEREST EXPENSE DETAIL ON A REPORTED BASIS

(in millions)


		3QTR			2QTR		1QTR		4QTR			3QTR
		2002			2002		2002		2001			2001

NONINTEREST REVENUE




Investment Banking Fees:




	Advisory	$	143		$	189	$	191	$	271		$	329




	Underwriting and Other Fees		402			596		564		660			482

	Total	$	545		$	785	$	755	$	931		$	811

Trading-Related Revenue: (a)




	Equities	$	(211	)	$	120	$	223	$	101		$	251




	Fixed Income and Other		576			1,016		1,497		803			1,363

	Total	$	365		$	1,136	$	1,720	$	904		$	1,614

Fees and Commissions:




	Investment Management, Custody and Processing Services	$	923		$	981	$	992	$	987		$	960




	Credit Card Revenue		806			669		587		662			548




	Brokerage and Investment Services		321			333		304		305			268




	Mortgage Servicing Fees, Net of Amortization and Writedowns		323			257		48		(81	)		9




	Other Lending-Related Service Fees		128			128		130		118			125




	Deposit Service Charges		288			273		290		277			262




	Other Fees		216			244		233		225			225

	Total	$	3,005		$	2,885	$	2,584	$	2,493		$	2,397

Other Revenue: (b)




	Residential Mortgage Origination/Sales Activities	$	213		$	146	$	100	$	162		$	157




	All Other Revenue		206			146		57		(11	)		61

	Total	$	419		$	292	$	157	$	151		$	218

NONINTEREST EXPENSE




Other Expense:




Professional Services		$	307		$	311	$	307	$	289		$	267




Outside Services			256			240		249		213			232




Marketing			179			144		146		179			137




Travel and Entertainment			102			112		101		78			116




All Other			324			311		405		369			335

Total		$	1,168		$	1,118	$	1,208	$	1,128		$	1,087

[Additional columns below]

[Continued from above table, first column(s) repeated]


		3QTR 2002											YTD 2002
		Over (Under)						YEAR TO DATE					Over (Under)

		2Q 2002			3Q 2001			2002		2001			2001

NONINTEREST REVENUE




Investment Banking Fees:




	Advisory		(24	)%		(57	)%	$	523	$	977			(46	)%




	Underwriting and Other Fees		(33	)		(17	)		1,562		1,704			(8	)

	Total		(31	)		(33	)	$	2,085	$	2,681			(22	)

Trading-Related Revenue: (a)




	Equities	NM			NM			$	132	$	1,206			(89	)




	Fixed Income and Other		(43	)		(58	)		3,089		4,169			(26	)

	Total		(68	)		(77	)	$	3,221	$	5,375			(40	)

Fees and Commissions:




	Investment Management, Custody and Processing Services		(6	)		(4	)	$	2,896	$	2,964			(2	)




	Credit Card Revenue		20			47			2,062		1,446			43




	Brokerage and Investment Services		(4	)		20			958		939			2




	Mortgage Servicing Fees, Net of Amortization and Writedowns		26		NM				628		(149	)	NM




	Other Lending-Related Service Fees		—			2			386		377			2




	Deposit Service Charges		5			10			851		746			14




	Other Fees		(11	)		(4	)		693		665			4

	Total		4			25		$	8,474	$	6,988			21

Other Revenue: (b)




	Residential Mortgage Origination/Sales Activities		46			36		$	459	$	414			11




	All Other Revenue		41			238			409		333			23

	Total		43			92		$	868	$	747			16

NONINTEREST EXPENSE




Other Expense:




Professional Services			(1	)		15		$	925	$	850			9




Outside Services			7			10			745		675			10




Marketing			24			31			469		422			11




Travel and Entertainment			(9	)		(12	)		315		375			(16	)




All Other			4			(3	)		1,040		1,071			(3	)

Total			4			7		$	3,494	$	3,393			3

		Note: Prior periods have been restated to conform with current methodologies.




(a)		Includes trading-related net interest income. See reconciliation from reported to operating basis on page 7.




(b)		In the third quarter of 2002, the “Provision for Loan Losses” was re-named “Provision for Credit Losses” and now includes the aggregate amount of the provision for loan losses and provision for lending-related commitments. The prior period provision for lending-related commitments was re-classified from “Other Revenue” to the “Provision for Credit Losses” category.

Page 15


J.P. MORGAN CHASE & CO

CONSOLIDATED BALANCE SHEET

(in millions)


			Sep 30th			Jun 30th			Mar 31st			Dec 31st			Sep 30th
			2002			2002			2002			2001			2001

ASSETS




Cash and Due from Banks			$	18,159		$	21,878		$	22,637		$	22,600		$	22,299




Deposits with Banks				13,447			10,517			9,691			12,743			9,341




Federal Funds Sold and Securities Purchased under Resale Agreements				63,748			71,740			76,719			63,727			78,997




Securities Borrowed				35,283			48,429			40,880			36,580			37,499




Trading Assets:




	Debt and Equity Instruments			151,264			159,746			144,992			118,248			165,143




	Derivative Receivables			87,518			69,858			63,224			71,157			85,407




Securities				79,768			64,526			61,225			59,760			66,468




Loans (Net of Allowance for Loan Losses)				206,215			207,080			209,541			212,920			219,411




Private Equity Investments				8,013			8,229			8,553			9,197			9,628




Goodwill				8,108			8,089			8,055			8,336			8,477




Other Intangibles:




	Mortgage Servicing Rights			3,606			5,689			6,918			6,579			5,731




	Purchased Credit Card Relationships			1,337			1,426			1,508			519			542




	All Other Intangibles			311			313			327			44			64




Other Assets				64,982			63,026			58,238			71,165			90,293

TOTAL ASSETS			$	741,759		$	740,546		$	712,508		$	693,575		$	799,300

LIABILITIES




Deposits:




	Noninterest-Bearing		$	74,724		$	73,529		$	72,659		$	76,974		$	72,734




	Interest-Bearing			217,447			220,300			209,378			216,676			208,870

		Total Deposits		292,171			293,829			282,037			293,650			281,604




Federal Funds Purchased and Securities Sold under Repurchase Agreements				154,745			162,656			152,837			128,445			181,775




Commercial Paper				13,775			14,561			23,726			18,510			19,299




Other Borrowed Funds				12,646			17,352			16,968			10,835			21,941




Trading Liabilities:




	Debt and Equity Instruments			71,607			67,952			71,141			52,988			58,594




	Derivative Payables			70,593			55,575			44,997			56,063			70,817




Accounts Payable, Accrued Expenses and Other Liabilities (including the Allowance for Lending-Related Commitments)				38,233			38,083			36,910			47,813			75,231




Long-Term Debt				39,113			42,363			37,322			39,183			42,315




Guaranteed Preferred Beneficial Interests in the Firm’s Junior Subordinated Deferrable Interest Debentures				5,439			5,439			5,439			4,439			4,439

TOTAL LIABILITIES				698,322			697,810			671,377			651,926			756,015




PREFERRED STOCK OF SUBSIDIARY				—			—			—			550			550




STOCKHOLDERS’ EQUITY




Preferred Stock				1,009			1,009			1,009			1,009			1,009




Common Stock				2,023			2,020			2,016			1,997			1,993




Capital Surplus				13,113			13,111			12,783			12,495			12,244




Retained Earnings				26,940			27,605			27,278			26,993			28,021




Accumulated Other Comprehensive Income (Loss)				1,465			79			(909	)		(442	)		267




Treasury Stock, at Cost				(1,113	)		(1,088	)		(1,046	)		(953	)		(799	)

TOTAL STOCKHOLDERS’ EQUITY				43,437			42,736			41,131			41,099			42,735




TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY			$	741,759		$	740,546		$	712,508		$	693,575		$	799,300

[Additional columns below]

[Continued from above table, first column(s) repeated]


			Sep 30, 2002
			Over (Under)

			Jun 30, 02			Sep 30, 01

ASSETS




Cash and Due from Banks				(17	)%		(19	)%




Deposits with Banks				28			44




Federal Funds Sold and Securities Purchased under Resale Agreements				(11	)		(19	)




Securities Borrowed				(27	)		(6	)




Trading Assets:




	Debt and Equity Instruments			(5	)		(8	)




	Derivative Receivables			25			2




Securities				24			20




Loans (Net of Allowance for Loan Losses)				—			(6	)




Private Equity Investments				(3	)		(17	)




Goodwill				—			(4	)




Other Intangibles:




	Mortgage Servicing Rights			(37	)		(37	)




	Purchased Credit Card Relationships			(6	)		147




	All Other Intangibles			(1	)		386




Other Assets				3			(28	)









TOTAL ASSETS				—			(7	)









LIABILITIES




Deposits:




	Noninterest-Bearing			2			3




	Interest-Bearing			(1	)		4









		Total Deposits		(1	)		4




Federal Funds Purchased and Securities Sold under Repurchase Agreements				(5	)		(15	)




Commercial Paper				(5	)		(29	)




Other Borrowed Funds				(27	)		(42	)




Trading Liabilities:




	Debt and Equity Instruments			5			22




	Derivative Payables			27			—




Accounts Payable, Accrued Expenses and Other Liabilities (including the Allowance for Lending-Related Commitments)				—			(49	)




Long-Term Debt				(8	)		(8	)




Guaranteed Preferred Beneficial Interests in the Firm’s Junior Subordinated Deferrable Interest Debentures				—			23









TOTAL LIABILITIES				—			(8	)




PREFERRED STOCK OF SUBSIDIARY			NM			NM




STOCKHOLDERS’ EQUITY




Preferred Stock				—			—




Common Stock				—			2




Capital Surplus				—			7




Retained Earnings				(2	)		(4	)




Accumulated Other Comprehensive Income (Loss)			NM			NM




Treasury Stock, at Cost				(2	)		(39	)









TOTAL STOCKHOLDERS’ EQUITY				2			2




TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY				—			(7	)

Note: Prior periods have been restated to conform with current methodologies.

Page 16


J.P. MORGAN CHASE & CO. CONDENSED AVERAGE BALANCE SHEET AND ANNUALIZED YIELDS

(in millions, except rates)


			3QTR			2QTR			1QTR			4QTR			3QTR
			2002			2002			2002			2001			2001

AVERAGE BALANCES




ASSETS




Deposits with Banks			$	13,071		$	9,287		$	12,326		$	10,810		$	8,583




Federal Funds Sold and Securities Purchased under Resale Agreements				83,402			83,317			81,004			85,582			80,396




Securities and Trading Assets				205,232			201,512			180,951			188,988			200,161




Securities Borrowed				41,881			46,537			41,739			39,213			38,122




Loans				205,037			211,495			217,847			218,625			224,125

		Total Interest-Earning Assets		548,623			552,148			533,867			543,218			551,387




Noninterest-Earning Assets				175,743			182,798			184,779			196,557			185,891

TOTAL ASSETS			$	724,366		$	734,946		$	718,646		$	739,775		$	737,278

LIABILITIES




Interest-Bearing Deposits			$	214,932		$	221,687		$	218,049		$	223,314		$	207,430




Federal Funds Purchased and Securities Sold under Repurchase Agreements				170,266			166,919			153,662			164,714			170,708




Commercial Paper				13,740			18,514			18,901			17,134			21,307




Other Borrowings (a)				66,014			78,614			67,408			55,388			67,218




Long-Term Debt				45,525			42,482			43,046			44,964			44,788

	Total Interest-Bearing Liabilities			510,477			528,216			501,066			505,514			511,451




Noninterest-Bearing Liabilities				170,712			164,832			175,800			191,098			182,757

TOTAL LIABILITIES				681,189			693,048			676,866			696,612			694,208

PREFERRED STOCK OF SUBSIDIARY				—			—			354			550			550

Preferred Stock				1,009			1,009			1,009			1,009			1,017




Common Stockholders’ Equity				42,168			40,889			40,417			41,604			41,503

TOTAL STOCKHOLDERS’ EQUITY				43,177			41,898			41,426			42,613			42,520

TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY			$	724,366		$	734,946		$	718,646		$	739,775		$	737,278

AVERAGE RATES




INTEREST-EARNING ASSETS




Deposits with Banks				2.65	%		3.31	%		2.96	%		3.76	%		4.64	%




Federal Funds Sold and Securities Purchased under Resale Agreements				2.52			2.58			2.45			3.18			4.19




Securities and Trading Assets				4.98			5.18			5.35			5.40			5.51




Securities Borrowed				1.70			1.49			1.77			2.00			3.17




Loans				5.73			5.95			5.87			5.97			6.54




		Total Interest-Earning Assets		4.58			4.74			4.79			5.00			5.56




INTEREST-BEARING LIABILITIES




Interest-Bearing Deposits				2.62			2.38			2.49			2.52			3.48




Federal Funds Purchased and Securities Sold under Repurchase Agreements				2.06			2.06			2.07			2.63			3.81




Commercial Paper				1.81			1.84			1.76			2.30			3.53




Other Borrowings				5.06			5.24			4.81			6.17			5.31




Long-Term Debt				3.22			3.10			3.35			3.58			4.43




	Total Interest-Bearing Liabilities			2.78			2.75			2.72			3.04			3.92




TOTAL INVESTABLE FUNDS				2.59			2.63			2.55			2.83			3.63




INTEREST RATE SPREAD				1.80	%		1.99	%		2.07	%		1.96	%		1.64	%

NET INTEREST MARGIN				1.99	%		2.11	%		2.24	%		2.17	%		1.93	%

NET INTEREST MARGIN ADJUSTED FOR SECURITIZATIONS				2.31	%		2.36	%		2.47	%		2.39	%		2.13	%

[Additional columns below]

[Continued from above table, first column(s) repeated]


			3QTR 2002												YTD 2002
			Over (Under)						YEAR TO DATE						Over (Under)

			2Q 2002			3Q 2001			2002			2001			2001

AVERAGE BALANCES




ASSETS




Deposits with Banks				41	%		52	%	$	11,564		$	8,549			35	%




Federal Funds Sold and Securities Purchased under Resale Agreements				—			4			82,583			83,254			(1	)




Securities and Trading Assets				2			3			195,986			198,587			(1	)




Securities Borrowed				(10	)		10			43,387			37,799			15




Loans				(3	)		(9	)		211,413			220,253			(4	)

		Total Interest-Earning Assets		(1	)		(1	)		544,933			548,442			(1	)




Noninterest-Earning Assets				(4	)		(5	)		181,074			186,249			(3	)

TOTAL ASSETS				(1	)		(2	)	$	726,007		$	734,691			(1	)

LIABILITIES




Interest-Bearing Deposits				(3	)		4		$	218,211		$	213,355			2




Federal Funds Purchased and Securities Sold under Repurchase Agreements				2			—			163,677			163,569			—




Commercial Paper				(26	)		(36	)		17,033			19,042			(11	)




Other Borrowings (a)				(16	)		(2	)		70,673			66,941			6




Long-Term Debt				7			2			43,693			45,792			(5	)

	Total Interest-Bearing Liabilities			(3	)		—			513,287			508,699			1




Noninterest-Bearing Liabilities				4			(7	)		170,430			182,699			(7	)

TOTAL LIABILITIES				(2	)		(2	)		683,717			691,398			(1	)

PREFERRED STOCK OF SUBSIDIARY			NM			NM				117			550			(79	)

Preferred Stock				—			(1	)		1,009			1,246			(19	)




Common Stockholders’ Equity				3			2			41,164			41,497			(1	)

TOTAL STOCKHOLDERS’ EQUITY				3			2			42,173			42,743			(1	)

TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY				(1	)		(2	)	$	726,007		$	734,691			(1	)

AVERAGE RATES




INTEREST-EARNING ASSETS




Deposits with Banks				(66	) bp		(199	) bp		2.94	%		5.48	%		(254	) bp




Federal Funds Sold and Securities Purchased under Resale Agreements				(6	)		(167	)		2.52			5.01			(249	)




Securities and Trading Assets				(20	)		(53	)		5.16			5.75			(59	)




Securities Borrowed				21			(147	)		1.65			4.05			(240	)




Loans				(22	)		(81	)		5.85			7.44			(159	)




		Total Interest-Earning Assets		(16	)		(98	)		4.70			6.20			(150	)




INTEREST-BEARING LIABILITIES




Interest-Bearing Deposits				24			(86	)		2.50			4.12			(162	)




Federal Funds Purchased and Securities Sold under Repurchase Agreements				—			(175	)		2.06			4.55			(249	)




Commercial Paper				(3	)		(172	)		1.80			4.56			(276	)




Other Borrowings				(18	)		(25	)		5.05			5.66			(61	)




Long-Term Debt				12			(121	)		3.22			5.48			(226	)




	Total Interest-Bearing Liabilities			3			(114	)		2.75			4.60			(185	)




TOTAL INVESTABLE FUNDS				(4	)		(104	)		2.59			4.27			(168	)




INTEREST RATE SPREAD				(19	)		16			1.95	%		1.60	%		35

NET INTEREST MARGIN				(12	)		6			2.11	%		1.93	%		18

NET INTEREST MARGIN ADJUSTED FOR SECURITIZATIONS				(5	)		18			2.38	%		2.10	%		28

(a)

Includes securities sold but not yet purchased.

Page 17


J.P. MORGAN CHASE & CO. CREDIT-RELATED INFORMATION

(in millions, except ratios)


																September 30, 2002
																Over (Under)
	Sep 30th			Jun 30th			Mar 31st			Dec 31st			Sep 30th
	2002			2002			2002			2001			2001			Jun 30, 02			Sep 30, 01

CREDIT-RELATED ASSETS




COMMERCIAL LOANS




Domestic Commercial	$	62,901		$	67,124		$	64,068		$	66,436		$	77,712			(6	)%		(19	)%




Foreign Commercial		34,585			37,577			37,684			38,428			38,866			(8	)		(11	)

Total Commercial Loans		97,486			104,701			101,752			104,864			116,578			(7	)		(16	)




Derivative and FX Contracts		87,518			69,858			63,224			71,157			85,407			25			2

TOTAL COMMERCIAL CREDIT-RELATED		185,004			174,559			164,976			176,021			201,985			6			(8	)
CONSUMER LOANS




Credit Card — Reported		20,508			21,036			24,746			19,387			19,255			(3	)		7




Credit Card — Securitizations		29,843			27,499			23,225			21,424			18,724			9			59





Credit Card — Managed		50,351			48,535			47,971			40,811			37,979			4			33




1-4 Family Residential Mortgages		55,675			52,669			54,460			59,430			55,160			6			1




Auto Financings		30,612			26,666			26,002			25,667			24,448			15			25




Other Consumer (a)		7,197			7,014			7,586			8,096			7,844			3			(8	)

TOTAL MANAGED CONSUMER LOANS		143,835			134,884			136,019			134,004			125,431			7			15

TOTAL MANAGED CREDIT-RELATED ASSETS	$	328,839		$	309,443		$	300,995		$	310,025		$	327,416			6			—

NONPERFORMING ASSETS AND RATIOS




COMMERCIAL LOANS




Domestic Commercial	$	1,865		$	1,402		$	1,399		$	1,275		$	1,438			33			30




Foreign Commercial		1,731			1,110			960			722			580			56			198

Total Commercial Loans		3,596			2,512			2,359			1,997			2,018			43			78




Derivative and FX Contracts		169			144			155			170			46			17			267

TOTAL		3,765			2,656			2,514			2,167			2,064			42			82




CONSUMER LOANS




Credit Card — Reported		17			18			19			22			23			(6	)		(26	)




Credit Card — Securitizations		—			—			—			—			—		NM			NM

Credit Card — Managed		17			18			19			22			23			(6	)		(26	)




1-4 Family Residential Mortgages		314			275			351			280			273			14			15




Auto Financings		108			103			98			118			110			5			(2	)




Other Consumer (a)		68			54			66			79			53			26			28

Total Consumer Loans		507			450			534			499			459			13			10

TOTAL		4,272			3,106			3,048			2,666			2,523			38			69




Assets Acquired in Loan Satisfactions		140			142			130			124			123			(1	)		14

TOTAL		4,412			3,248			3,178			2,790			2,646			36			67




Other Receivables (b)		1,130			1,130			1,130			1,130			—			—		NM

TOTAL NONPERFORMING ASSETS	$	5,542	(c)	$	4,378		$	4,308		$	3,920		$	2,646			27			109

TOTAL NONPERFORMING ASSETS TO TOTAL ASSETS		0.75	%		0.59	%		0.60	%		0.57	%		0.33	%		16	bp		42	bp

PAST DUE 90 DAYS AND OVER AND ACCRUING




COMMERCIAL LOANS




Domestic Commercial	$	32		$	29		$	42		$	30		$	19			10	%		68	%




Foreign Commercial		1			2			10			5			44			(50	)		(98	)

TOTAL COMMERCIAL CREDIT-RELATED		33			31			52			35			63			6			(48	)




CONSUMER LOANS




Credit Card — Reported		447			505			619			449			394			(11	)		13




Credit Card — Securitizations		526			457			478			457			348			15			51

Credit Card — Managed		973			962			1,097			906			742			1			31




1-4 Family Residential Mortgages		1			—			—			—			—		NM			NM




Auto Financings		—			—			—			1			1		NM			NM




Other Consumer (a)		26			37			45			36			28			(30	)		(7	)

TOTAL CONSUMER LOANS		1,000			999			1,142			943			771			—			30

TOTAL CR.-REL. ACCRUING ASSETS PAST DUE 90 DAYS	$	1,033		$	1,030		$	1,194		$	978		$	834			—			24

(a)		Consists of installment loans (direct and indirect types of consumer finance), student loans, unsecured revolving lines of credit and foreign consumer loans.




(b)		This amount relates to the Enron-related surety receivables and letter of credit, which are the subject of litigation with credit-worthy entities. These receivables are classified in Other Assets at September 30, 2002 and June 30, 2002.




(c)		Nonperforming assets have not been reduced for credit protection (single name credit default swaps and collateralized loan obligations) relating to nonperforming counterparties in amounts aggregating $49 million. Nonperforming assets exclude nonaccrual loans held for sale (“HFS”) of $38 million. HFS loans are carried at the lower of cost or market and declines in value are recorded in Other Revenue.

Page 18


J.P. MORGAN CHASE & CO. CREDIT-RELATED INFORMATION (CONT.)

(in millions, except ratios)


		3QTR			2QTR			1QTR			4QTR			3QTR
		2002			2002			2002			2001			2001

NET CHARGE-OFFS




COMMERCIAL LOANS




Domestic Commercial		$	307		$	181		$	207		$	388		$	126




Foreign Commercial			527			112			113			45			63

TOTAL COMMERCIAL LOANS			834			293			320			433			189




CONSUMER LOANS




Credit Card — Reported			333			433			337			274			264




Credit Card — Securitizations			354			334			321			264			270

Credit Card — Managed			687			767			658			538			534




1-4 Family Residential Mortgages			7			21			13			18			15




Auto Financings			47			29			38			50			32




Other Consumer			45			45			45			43			45

TOTAL CONSUMER LOANS			786			862			754			649			626

TOTAL MANAGED NET CHARGE-OFFS		$	1,620		$	1,155		$	1,074		$	1,082		$	815

NET CHARGE-OFF RATES — ANNUALIZED




COMMERCIAL LOANS




Domestic Commercial			1.95	%		1.13	%		1.24	%		2.04	%		0.59	%




Foreign Commercial			6.66			1.24			1.34			0.53			0.79




TOTAL COMMERCIAL LOANS			3.53			1.17			1.27			1.58			0.65




CONSUMER LOANS




Credit Card — Reported			6.27			7.67			5.78			5.74			5.47




Credit Card — Securitizations			4.95			5.30			5.98			5.23			5.82




Credit Card — Managed			5.51			6.42			5.87			5.48			5.64




1-4 Family Residential Mortgages			0.05			0.16			0.09			0.12			0.10




Auto Financings			0.64			0.43			0.58			0.79			0.53




Other Consumer			2.53			2.35			2.16			2.12			2.33




TOTAL CONSUMER LOANS			2.23			2.53			2.22			1.98			1.96




TOTAL MANAGED NET CHARGE-OFF RATES			2.75			1.96			1.82			1.80			1.33




ALLOWANCE FOR LOAN LOSSES AND RATIOS




Allowance for Loan Losses (a)		$	5,263		$	5,006		$	5,005		$	4,524		$	3,874




	To Total Loans		2.49	%		2.36	%		2.33	%		2.08	%		1.74	%




	To Total Nonperforming Loans		128			169			173			181			156




	To Total Nonperforming Assets		95			114			116			115			146




ALLOWANCE COMPONENTS (a)




Commercial Specific and Expected		$	2,079		$	1,806		$	1,798		$	1,724		$	1,768




Consumer Expected			2,365			2,387			2,518			2,105			1,694

Total Specific and Expected			4,444			4,193			4,316			3,829			3,462




Residual Component			819			813			689			695			412

Total		$	5,263		$	5,006		$	5,005		$	4,524		$	3,874

[Additional columns below]

[Continued from above table, first column(s) repeated]


		3QTR 2002												YTD 2002
		Over (Under)						YEAR TO DATE						Over (Under)

		2Q 2002			3Q 2001			2002			2001			2001

NET CHARGE-OFFS




COMMERCIAL LOANS




Domestic Commercial			70	%		144	%	$	695		$	429			62	%




Foreign Commercial			371		NM				752			120		NM

TOTAL COMMERCIAL LOANS			185			341			1,447			549			164




CONSUMER LOANS
Credit Card — Reported			(23	)		26			1,103			716			54




Credit Card — Securitizations			6			31			1,009			784			29

Credit Card — Managed			(10	)		29			2,112			1,500			41




1-4 Family Residential Mortgages			(67	)		(53	)		41			32			28




Auto Financings			62			47			114			87			31




Other Consumer			—			—			135			133			2

TOTAL CONSUMER LOANS			(9	)		26			2,402			1,752			37

TOTAL MANAGED NET CHARGE-OFFS			40			99		$	3,849		$	2,301			67

NET CHARGE-OFF RATES — ANNUALIZED




COMMERCIAL LOANS




Domestic Commercial			82	bp		136	bp		1.43	%		0.70	%		73	bp




Foreign Commercial			542			587			2.97			0.49			248




TOTAL COMMERCIAL LOANS			236			288			1.96			0.64			132




CONSUMER LOANS




Credit Card — Reported			(140	)		80			6.57			4.88			169




Credit Card — Securitizations			(35	)		(87	)		5.36			6.06			(70	)




Credit Card — Managed			(91	)		(13	)		5.93			5.43			50




1-4 Family Residential Mortgages			(11	)		(5	)		0.10			0.08			2




Auto Financings			21			11			0.55			0.52			3




Other Consumer			18			20			2.34			2.18			16




TOTAL CONSUMER LOANS			(30	)		27			2.33			1.90			43




TOTAL MANAGED NET CHARGE-OFF RATES			79			142			2.18			1.30			88




ALLOWANCE FOR LOAN LOSSES AND RATIOS




Allowance for Loan Losses (a)			5	%		36	%




	To Total Loans		13	bp		75	bp




	To Total Nonperforming Loans		(4,100	)		(2,800	)




	To Total Nonperforming Assets		(1,900	)		(5,100	)




ALLOWANCE COMPONENTS (a)




Commercial Specific and Expected			15	%		18	%




Consumer Expected			(1	)		40









Total Specific and Expected			6			28




Residual Component			1			99




Total			5			36

(a)

Represents period end balances for each respective quarter.

Page 19


J.P. MORGAN CHASE & CO. CREDIT-RELATED INFORMATION (CONT.) (in millions)


			Sep 30th		Jun 30th		Dec 31st
			2002		2002		2001

TELECOM AND RELATED INDUSTRIES (a)




CREDIT-RELATED ASSETS




	Investment Grade		$	4,226	$	4,733	$	4,050




	Non-Investment Grade:




		Non-Criticized		2,887		3,179		3,553




		Criticized, Performing		962		940		1,107




		Nonperforming		752		315		236

	Total Non-Investment Grade			4,601		4,434		4,896

Total Credit-Related Assets			$	8,827	$	9,167	$	8,946

COMMITMENTS




	Investment Grade		$	5,881	$	6,944	$	7,191




	Non-Investment Grade:




		Non-Criticized		2,041		2,686		3,494




		Criticized, Performing		1,459		1,176		799

	Total Non-Investment Grade			3,500		3,862		4,293

Total Commitments			$	9,381	$	10,806	$	11,484

CABLE INDUSTRY




CREDIT-RELATED ASSETS




	Investment Grade		$	1,095	$	700	$	1,057




	Non-Investment Grade:




		Non-Criticized		807		1,474		1,896




		Criticized, Performing		1,441		996		63




		Nonperforming		394		98		39

	Total Non-Investment Grade			2,642		2,568		1,998

Total Credit-Related Assets			$	3,737	$	3,268	$	3,055

COMMITMENTS




	Investment Grade		$	818	$	671	$	926




	Non-Investment Grade:




		Non-Criticized		578		404		997




		Criticized, Performing		294		213		39

	Total Non-Investment Grade			872		617		1,036

Total Commitments			$	1,690	$	1,288	$	1,962

MERCHANT ENERGY AND RELATED INDUSTRIES (b)




CREDIT-RELATED ASSETS




	Investment Grade		$	859	$	600	$	640




	Non-Investment Grade:




		Non-Criticized		546		771		723




		Criticized, Performing		659		130		43




		Nonperforming		170		20		—

	Total Non-Investment Grade			1,375		921		766

Total Credit-Related Assets			$	2,234	$	1,521	$	1,406

COMMITMENTS




	Investment Grade		$	2,611	$	3,082	$	3,207




	Non-Investment Grade:




		Non-Criticized		650		1,370		946




		Criticized, Performing		746		228		50

	Total Non-Investment Grade			1,396		1,598		996

Total Commitments			$	4,007	$	4,680	$	4,203

Note — Investment grade: JPMorgan Chase’s internal risk assessment which generally represents a risk profile similar to that of a BBB-/Baa3 or better rating as defined by independent rating agencies, such as Standard & Poor’s or Moody’s.

Criticized: JPMorgan Chase’s internal risk assessment which generally represents a risk profile similar to that of a CCC+/Caa1 or below rating as defined by these independent rating agencies.

(a)		JPMorgan Chase currently presents “Telecom and Related Industries” which includes other companies with an interdependence upon the telecommunications sector. Prior periods presented herein are on a comparable basis.

(b)		These amounts exclude Enron-related exposure.

Page 20


J.P. MORGAN CHASE & CO. CAPITAL


																3QTR 2002
																Over (Under)
	3QTR			2QTR			1QTR			4QTR			3QTR
	2002			2002			2002			2001			2001			2Q 2002			3Q 2001

SOURCES AND USES OF TIER 1 CAPITAL (in billions)




Sources of Free Cash Flow
Operating Earnings Less Dividends	$	(0.4	) (a)	$	0.5		$	0.5		$	(0.3	)	$	0.4		NM			NM




Preferred Stock and Equivalents/Other Items		(0.1	) (a)		(0.5	)		0.2			(0.7	)		(0.4	)		80	%		75	%




Capital for Internal Asset Growth		(0.2	) (a)		0.6			0.5			1.4			(1.3	)	NM				85

Total Sources of Free Cash Flow	$	(0.7	)	$	0.6		$	1.2		$	0.4		$	(1.3	)	NM				(46	)

Uses of Free Cash Flow
Increases (Decreases) in Capital Ratios	$	(0.7)	(a)	$	0.9		$	1.4		$	0.5		$	(1.8	)	NM				61




Acquisitions		—	(a)		—			—			—			—		NM			NM




Repurchases Net of Stock Issuances		—	(a)		(0.3	)		(0.2	)		(0.1	)		0.5		NM			NM

Total Uses of Free Cash Flow	$	(0.7	)	$	0.6		$	1.2		$	0.4		$	(1.3	)	NM				46

COMMON SHARES OUTSTANDING (in millions)
Basic Weighted-Average Shares Outstanding		1,986.0			1,982.6			1,978.2			1,969.6			1,975.3			—			1




Diluted Weighted-Average Shares Outstanding		2,005.8			2,016.0			2,005.8			2,007.4			2,020.9			(1	)		(1	)




Common Shares Outstanding — at Period End		1,995.9			1,993.4			1,990.2			1,973.4			1,972.9			—			1




CASH DIVIDENDS DECLARED PER SHARE	$	0.34		$	0.34		$	0.34		$	0.34		$	0.34			—			—




BOOK VALUE PER SHARE		21.26			20.93			20.16			20.32			21.15			2			1




SHARE PRICE
High	$	33.68		$	38.75		$	39.68		$	40.95		$	46.01			(13	)		(27	)




Low		17.86			30.15			26.70			31.30			29.04			(41	)		(38	)




Close		18.99			33.92			35.65			36.35			34.15			(44	)		(44	)




CAPITAL RATIOS
Tier I Capital Ratio		8.6	%(a)		8.8	%		8.6	%		8.3	%		8.2	%		(20	)bp		40	bp




Total Capital Ratio		12.3	(a)		12.7			12.5			11.9			11.6			(40	)		70




Tier I Leverage Ratio		5.4	(a)		5.4			5.4			5.2			5.3			—			10

[Additional columns below]

[Continued from above table, first column(s) repeated]


								YTD 2002

		YEAR TO DATE						Over (Under)

		2002			2001			2001

SOURCES AND USES OF TIER 1 CAPITAL (in billions)




Sources of Free Cash Flow




Operating Earnings Less Dividends		$	0.6	(a)	$	1.3				(54	)%




Preferred Stock and Equivalents/Other Items			(0.4	)(a)		(0.8	)			50




Capital for Internal Asset Growth			0.9	(a)		(2.3	)		NM

Total Sources of Free Cash Flow		$	1.1		$	(1.8	)		NM

Uses of Free Cash Flow
Increases (Decreases) in Capital Ratios		$	1.6	(a)	$	(1.4	)		NM




Acquisitions			—	(a)		0.1			NM




Repurchases Net of Stock Issuances			(0.5	)(a)		(0.5	)			—

Total Uses of Free Cash Flow		$	1.1		$	(1.8	)		NM

COMMON SHARES OUTSTANDING (in millions)
Basic Weighted-Average Shares Outstanding			1,982.3			1,973.5				—




Diluted Weighted-Average Shares Outstanding			2,009.3			2,028.9				(1	)




Common Shares Outstanding — at Period End			1,995.9			1,972.9				1




CASH DIVIDENDS DECLARED PER SHARE		$	1.02		$	1.02				—




BOOK VALUE PER SHARE




SHARE PRICE




	High	$	39.68		$	59.19				(33	)




	Low		17.86			29.04				(38	)




	Close		18.99			34.15				(44	)




CAPITAL RATIOS




Tier I Capital Ratio




Total Capital Ratio




Tier I Leverage Ratio

Note: Prior periods have been restated to conform with current methodologies.

(a) Estimated

Page 21


J.P. MORGAN CHASE & CO. Glossary of Terms

Average Managed Assets: Excludes the impact of credit card securitizations.

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

Corporate: Includes Support Units and the effect remaining at the corporate level after the implementation of management accounting policies.

JPMorgan Partners (“JPMP”): JPMorgan Chase’s private equity business. Public securities held by JPMP are marked-to-market at the quoted public value less liquidity discounts, with the resulting unrealized gains/losses included in the income statement. JPMP’s valuation policy for public securities incorporates the use of liquidity discounts and price averaging methodologies in certain circumstances to take into account the fact that JPMP cannot immediately realize the quoted public values as a result of the regulatory, corporate and contractual sales restrictions generally imposed on these holdings. Private investments are initially carried at cost, which is viewed as an approximation of fair value. The carrying value of private investments is adjusted to reflect valuation changes resulting from unaffiliated party transactions and for evidence of a decline in value.

Managed Credit Card Receivables or Managed Basis: JPMorgan Chase uses this terminology to refer to its credit card receivables on the balance sheet plus securitized credit card receivables.

NM: Not meaningful

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

Other Consumer Loans: Consists of installment loans (direct and indirect types of consumer finance), student loans, unsecured lines of credit and foreign consumer.

Overhead Ratio: Operating expense (excluding merger and restructuring costs and special items) as a percentage of the operating revenues.

Reported Basis: Financial statements prepared under generally accepted accounting principles. The reported basis includes the impact of credit card securitizations, merger and restructuring costs, special items, and the net effect of the change in accounting principle.

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.

SFAS 133: As a result of the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 133 “Accounting for Derivative Instruments and Hedging Activities”, net income for the first nine months of 2001 includes the cumulative effect of a transition adjustment of $(25) million, net of taxes. The impact on each of basic and diluted earnings per share was $(0.01).

SFAS 142: Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

Shareholder Value Added (“SVA”): Represents operating earnings minus preferred dividends and an explicit charge for capital.

Special Items: Includes merger and restructuring costs and special items.

Trading-Related Revenue: Includes net interest income (“NII”) attributable to trading activities.

Unaudited: The financial statements and information included throughout this document are unaudited.

Page 22

INVESTOR PRESENTATION SLIDES

Third Quarter 2002 Financial Results October 16, 2002

Agenda Credit Marc Shapiro Earnings Dina Dublon Investment Bank initiatives Dave Coulter Q&A

Total Commercial Exposure1 $424 $416 $425 Investment Grade2 77% 79% 80% Non-Investment Grade Criticized3 3% 3% 4% Non-Criticized 20% 17% 16% Commercial Portfolio Risk Profile ($ in billions) 12/31/01 6/30/02 9/30/02 1Exposure includes loans, derivatives and commitments 2Investment grade: JPMorgan Chase's internal risk assessment which generally represents a risk profile similar to that of a BBB-/Baa3 or better rating as defined by independent rating agencies, such as Standard & Poor's or Moody's 3Criticized: JPMorgan Chase's internal risk assessment which generally represents a risk profile similar to that of a CCC+/Caa1 or below rating as defined by these independent rating agencies Note: Some numbers do not add due to rounding

12/31/2001 6/30/2002 9/30/2002 All Other 9.478 8.5 8.5 Emerging Markets 0.3 1.2 Telecom & Related 2.193 2.4 3.2 Cable 0.141 1.3 2.2 Merchant Energy & Related 0.265 0.5 1.6 2.6 5.5 7 Total 12.1 13 16.7 Criticized Exposures 2.6 4.2 7.0 Risk Migration Trends - Exposure ($ in billions) Note: Please refer to definition of criticized on slide 3

Telecom and Related ($ in billions) 12/31/2001 6/30/2002 9/30/2002 Investment Grade (IG) 4.05 4.733 4.226 Non IG, non criticized 3.553 3.179 2.887 Criticized but performing 1.107 0.94 0.962 Nonperforming Loans 0.236 0.315 0.752 Investment Grade (IG) Non-IG, non-criticized Criticized, performing Nonperforming loans 12/31/2001 6/30/2002 9/30/2002 Investment Grade (IG) 7.191 6.944 5.881 Non IG, non criticized 3.494 2.686 2.041 Criticized but performing 0.799 1.176 1.459 Credit-related assets Commitments $8.9 $9.2 $8.8 $11.5 $10.8 $9.4 Note: Please refer to definitions of investment grade and criticized on slide 3

Cable ($ in billions) 12/31/2001 6/30/2002 9/30/2002 Investment Grade (IG) 1.057 0.7 1.095 Non IG, non criticized 1.896 1.474 0.807 Criticized but performing 0.063 0.996 1.441 Nonperforming Loans 0.039 0.098 0.394 Investment Grade (IG) Non-IG, non-criticized Criticized, performing Nonperforming loans 12/31/2001 6/30/2002 9/30/2002 Investment Grade (IG) 0.926 0.671 0.818 Non IG, non criticized 0.997 0.404 0.578 Criticized but performing 0.039 0.213 0.294 Credit-related assets Commitments $3.1 $3.3 $3.7 $2.0 $1.3 $1.7 0.1 0.1 Note: Please refer to definitions of investment grade and criticized on slide 3

Merchant Energy and Related ($ in billions) 12/31/2001 6/30/2002 9/30/2002 Investment Grade (IG) 0.64 0.6 0.859 Non IG, non criticized 0.723 0.771 0.546 Criticized but performing 0.043 0.13 0.659 Nonperforming Loans 0 0.02 0.17 Investment Grade (IG) Non-IG, non-criticized Criticized, performing Nonperforming loans 12/31/2001 6/30/2002 9/30/2002 Investment Grade (IG) 3.207 3.082 2.611 Non IG, non criticized 0.946 1.37 0.65 Criticized but performing 0.05 0.228 0.746 Credit-related assets Commitments $1.4 $1.5 $2.2 $4.2 $4.7 $4.0 0.1 0.1 0.1 Note: Please refer to definitions of investment grade and criticized on slide 3; excludes Enron-related exposure

Issuer thresholds Industry limits Enhanced Credit Risk Management Practices Instituted

Agenda Credit Marc Shapiro Earnings Dina Dublon Investment Bank initiatives Dave Coulter Q&A

3Q02 2Q02 3Q01 Reported Net Income $0.01 $0.50 $0.22 Operating Earnings 0.16 0.58 0.55 Earnings Per Share ($ per share)

3Q02 Operating Results ($ in millions) 3Q01 2Q02 3Q02 Operating Earnings 1133 1179 325 Earnings ROE 11% 11% 3% Credit Costs 90% 116% Revenue (8%) (5%) Expenses (7%) (7%) Drivers 2Q02 3Q01 O/(U)

YTD Operating Results Revenue $23.1 (1%) Expenses 14.7 (7%) Credit Costs 4.4 77% Earnings 2.7 (23%) ROE 9% 11% ($ in billions) YTD 02 %O/U YTD 01

3Q02 %* 2Q02 %* Commercial Loans $834 3.53% $293 1.17% Credit Card (managed) 687 5.51% 767 6.42% Other Consumer 99 0.44% 95 0.43% Total Charge-offs $1,620 2.75% $1,155 1.96% Incremental Reserves Loan loss 278 0 Lending-related commitments 292 0 Credit Costs $2,190 $1,155 Credit Costs ($ in millions) * % is annualized

Nonperforming Assets & Loan Reserves 12/31/2001 6/30/2002 9/30/2002 Commercial -Domestic 2454 2573 3062 Commercial -International 842 1212 1854 Consumer 624 592 640 $4.4 ($ in billions) $5.5 $3.9 Loan Loss Reserve $4.5 $5.0 $5.3 Reserves/NPL 181% 169% 128% Comm. Reserves/ Comm. Loans 1.6% 1.7% 2.1% Total Reserves/ Total Loans 2.1% 2.4% 2.5% 12/31/01 6/30/02 9/30/02 Nonperforming Assets

Operating Expenses Compensation $2.4 (14%) (17%) Non-comp. $2.2 2% 6% Total expenses1 $4.6 (7%) (7%) ($ in billions) 3Q02 2Q02 3Q01 %O/U Wholesale expenses down, Retail expenses up Non-comp driven by marketing, amortization of card premium and occupancy 1Includes restructuring costs of $122mm in 3Q02 vs. $162mm in 2Q02 and zero in 3Q01

Tier 1 Ratio 12/31/2001 0.083 6/30/2002 0.088 9/30/2002 0.086 Assets $694 $741 $742 RWA $455 $442 $446 Total Capital and Liquidity ($ in billions) *estimated * Little growth in Risk Weighted Assets Strong liquidity position For holding company, cash in excess of maturing debt over 12 months On the margin, wider spreads for term and subordinated notes Tier 1 Capital Ratio

3Q02 2Q02 3Q01 % O/(U) Revenue $3,732 8% 31% Expense 1,647 2% 14% Credit Costs 823 12% 14% Retail and Middle Market ($ in millions, operating basis) 3Q01 2Q02 3Q02 Operating Earnings 421 694 807 Earnings ROE 18% 27% 30% Record quarter - - cyclical factors Credit delinquencies stable Overhead 44% 47% 51%

3Q02 2Q02 3Q01 % O/(U) Treasury and Securities Services ($ in millions, operating basis) Revenue slowdown -- productivity focus Gain on sale of investment Revenue $1,022 4% 5% Investor Svcs 394 (8%) (9%) Treasury Svcs 356 8% 3% Inst'l Trust 220 - - - 16% 3Q01 2Q02 3Q02 Operating Earnings 172 174 212 Earnings ROE 23% 23% 28% Overhead 68% 73% 73%

Investment Management & Private Banking ($ in millions, operating basis) Operating Earnings 3Q01 124 2Q02 111 3Q02 98 Earnings ROE 8% 7% 6% Revenue $691 (5%) (9%) Expense 551 (3%) (7%) 3Q02 2Q02 3Q01 % O/(U) Equity market values pressure revenue Performance in line with peers Pre-tax Margin 17% 19% 22% AUM (in $BN) $492 $541 $582

JPMP Private Equity Losses 3Q02 2Q02 3Q01 MTM ($120) ($20) ($307) Writedowns/Write-offs (290) (216) (29) Realized Gains 111 111 234 Total Private Equity Losses ($299) ($125) ($102) ($ in millions) MTM on public portfolio, similar to Nasdaq, down 21% Loss driven by tech, telecom and funds Very limited exit opportunities

JPMP: Lower Assets, Improved Diversification As of 9/30/02 Telecom Technology Media Industrial Growth Consumer Retail and Services Life Sciences Financial Svcs Real Estate Fund Industry 0.05 0.1 0.03 0.24 0.13 0.09 0.08 0.05 0.23 TMT 17% Industrial Growth 24% Consumer Retail & Services 13% Life Sciences 9% Fin. Services 8% Real Estate 5% Fund 23% Total Book Value = $8.0 BN Public 63 Private 323 Total $386 $MM Telecom 5% Telecom Technology 10% Media 3%

Investment Bank Results ($ in millions, operating basis) Revenue $2,433 (21%) (31%) Expense 1,647 (19%) (23%) Credit Costs 1,316 330% 391% Earnings (256) NM NM ROE NM 10% 15% Overhead Ratio 68% 65% 61% Overhead Ratio excl. restructuring 64% 61% 61% 3Q02 2Q02 3Q01 High credit costs and weak trading drive loss % O/(U)

3Q02 2Q02 3Q01 % O/(U) Capital Markets ($ in millions) Trading Revenue Fixed income $624 (39%) (51%) Equities (254) NM NM Total $370 (67%) (75%) Capital Markets Revenue Fixed income $1,298 (22%) (32%) Treasury 610 127% 68% Equities (8) NM NM Total $1,900 (18%) (30%) Capital Markets Total Return Rev. $1,687 (28%) (28%)

Histogram of Daily Market Risk Related Revenues <(30) (30)><(20) (20)><(10) (10)><0 0><10 10><20 20><30 30><40 40><50 50><60 60><70 70><80 80><90 90><100 >100 $ in millions 4 4 4 13 15 27 32 30 16 15 11 11 3 3 1 Number of Trading Days For 9 months ended September 30, 2002 Average Daily Revenue: $30mm ($ in millions) <0 0><20 20><40 40><60 60><80 $ in millions 0 1 3 10 9 Number of Trading Days Daily VaR Less Trading Losses ($ in millions)

Global Syndicated Loans 1 1 U.S. Investment Grade Bonds 2 2 Global Announced M&A 4 5 European Announced M&A 1 8 U.S. Equity and Equity-Related 7 8 YTD 02 League Table Rankings YTD 01 Source: Thomson Financial 3Q02 2Q02 3Q01 Advisory $141 (28%) (58%) Underwriting 392 (34%) (18%) Investment banking fees $533 (32%) (34%) % O/(U) ($ in millions)

Record Retail and Operating Services more than offset by impact of credit and capital markets weakness Tight management of capital and liquidity Focus on risk management and expenses - - taking action 3Q02 Earnings Summary

Agenda Credit Marc Shapiro Earnings Dina Dublon Investment Bank initiatives Dave Coulter Q&A

Importance of achieving competitive economic returns on capital Breadth of product offering (including credit) and client base are critical to success Value of integrated business model Importance of global footprint Execution and world-class people are key differentiators Investment Bank - Strategic Framework

Near-term outlook in capital markets remains weak Fundamental changes underway within industry Need to improve performance in current environment while maintaining full business capabilities Generate capacity to enable selective strategic investments Business Initiative Rationale

Position Equities business to achieve positive earnings Industry-wide revenues down 50%+ since 2000 New regulatory and legal framework for equity research Focus on key industry sectors and areas of competitive advantage Align cost with current revenue outlook

Improve productivity of client coverage and origination functions Breadth of global client franchise underpins opportunity to deliver full product capabilities Client executive supported by industry experts and product specialists Resources focused on industry sectors with greatest opportunities

Scale businesses in Asia and Latin America in line with market opportunities Retain leadership positions in emerging markets Manage local business activities to generate positive SVA while maintaining option on future growth Client coverage teams and equities will be scaled to reflect near-term opportunities

Continue to improve efficiency and effectiveness of infrastructure Significant opportunities to achieve scale economies through hub and spoke model Productivity will come from changes in support operating model, consolidation of functions, process re- engineering and automation

Impact of Initiatives Target operating overhead ratio of 60% Headcount reductions of over 2,000 $450MM severance and restructuring costs $700MM savings -- with no improvement in environment

This presentation contains statements that are forward-looking 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. These risks and uncertainties could cause our results to differ materially from those set forth in such forward looking statements. Such risks and uncertainties are described in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2002 and March 31, 2002 and in the 2001 Annual Report on Form 10-K, each filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission's internet site (http://www.sec.gov), to which reference is hereby made.

270 Park Avenue, New York, NY

(Address of principal executive offices)

(Zip Code)