SEC Filing | JPMorgan Chase & Co.

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FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

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


Date of Report:		Commission file number
April 21, 2004		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.)


270 Park Avenue, New York, NY		10017
(Address of principal executive offices)		(Zip Code)

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

Item 7. Financial Statements and Exhibits


Exhibit Number		Description of Exhibit

12.1		Computation of Ratio of Earnings to Fixed Charges
12.2		Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements
99.1		Earnings Release – 2004 First Quarter Results
99.2		Earnings Release Financial Supplement – First Quarter 2004
99.3		Analyst Presentation Slides – First Quarter 2004 Financial Results

Item 9. Regulation FD Disclosure

On April 21, 2004, J.P. Morgan Chase & Co. (“JPMorgan Chase” or the “Firm”) held an investor presentation to review 2004 first quarter earnings.

Exhibit 99.3 is a copy of slides furnished at, and posted on the Firm’s website in connection with, the presentation. The slides are being furnished pursuant to Item 9, and the information contained therein shall not be deemed “filed” for 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 Firm under the Securities Act of 1933.

Item 12. Results of Operations and Financial Condition

On April 21, 2004, JPMorgan Chase reported 2004 first quarter net income of $1.93 billion, or $0.92 per share, compared to net income of $1.40 billion, or $0.69 per share, for the first quarter of 2003. A copy of the 2004 first quarter earnings release is attached hereto as Exhibit 99.1, and a copy of the earnings release financial supplement is attached hereto as Exhibit 99.2.

The earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain governmental approvals of the merger on the proposed terms and schedule; the failure of JPMorgan Chase and Bank One stockholders to approve the merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer to realize than expected; the risk that excess capital is not generated from the merger as anticipated or not utilized in an accretive manner; and the risk that disruption from the merger may make it more difficult to maintain relationships with clients, employees or suppliers. Additional factors that could cause JPMorgan Chase’s results to differ materially from those described in the forward-looking statements

can be found in the 2003 Annual Report on Form 10-K of JPMorgan Chase filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s Internet site (http://www.sec.gov).

JPMorgan Chase has filed a Registration Statement on Form S-4 with the SEC containing the definitive joint proxy statement/prospectus regarding the proposed merger. Stockholders are urged to read the definitive joint proxy statement/prospectus because it contains important information. Stockholders may obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about JPMorgan Chase and Bank One, without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the definitive joint proxy statement/prospectus and the filings with the SEC incorporated by reference in the definitive joint proxy statement/prospectus can also be obtained, without charge, by directing a request to J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017, Attention: Office of the Secretary (212-270-4040), or to Bank One Corporation, 1 Bank One Plaza, Suite 0738, Chicago, Illinois 60670, Attention: Investor Relations (312-336-3013). The respective directors and executive officers of JPMorgan Chase and Bank One and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding JP Morgan Chase’s and Bank One’s directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, is available in the definitive joint proxy statement/prospectus contained in the above-referenced Registration Statement on Form S-4.

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: April 21, 2004

EXHIBIT INDEX


Exhibit No.		Description

12.1		Computation of Ratio of Earnings to Fixed Charges
12.2		Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements
99.1		Earnings Release – 2004 First Quarter Results
99.2		Earnings Release Financial Supplement – First Quarter 2004
99.3		Analyst Presentation Slides – First Quarter 2004 Financial Results

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

EXHIBIT 12.1

J.P. MORGAN CHASE & CO.

Computation of Ratio of Earnings to Fixed Charges


Three Months Ended March 31, (in millions, except ratios)	2004

Excluding Interest on Deposits
Income before income taxes	$	2,903

Fixed charges:
Interest expense		1,834
One-third of rents, net of income from subleases (a)		76

Total fixed charges		1,910

Less: Equity in undistributed income of affiliates		(31	)

Earnings before taxes and fixed charges, excluding capitalized interest	$	4,782

Fixed charges, as above	$	1,910

Ratio of earnings to fixed charges		2.50

Including Interest on Deposits
Fixed charges, as above	$	1,910
Add: Interest on deposits		814

Total fixed charges and interest on deposits	$	2,724

Earnings before taxes and fixed charges, excluding capitalized interest, as above	$	4,782
Add: Interest on deposits		814

Total earnings before taxes, fixed charges and interest on deposits	$	5,596

Ratio of earnings to fixed charges		2.05

(a)

The proportion deemed representative of the interest factor.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

EXHIBIT 12.2

J.P. MORGAN CHASE & CO.

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


Three Months Ended March 31, (in millions, except ratios)	2004

Excluding Interest on Deposits
Income before income taxes	$	2,903

Fixed charges:
Interest expense		1,834
One-third of rents, net of income from subleases (a)		76

Total fixed charges		1,910

Less: Equity in undistributed income of affiliates		(31	)

Earnings before taxes and fixed charges, excluding capitalized interest	$	4,782

Fixed charges, as above	$	1,910
Preferred stock dividends (pre-tax)		20

Fixed charges including preferred stock dividends	$	1,930

Ratio of earnings to fixed charges and preferred stock dividend requirements		2.48

Including Interest on Deposits
Fixed charges including preferred stock dividends, as above	$	1,930
Add: Interest on deposits		814

Total fixed charges including preferred stock dividends and interest on deposits	$	2,744

Earnings before taxes and fixed charges, excluding capitalized interest, as above	$	4,782
Add: Interest on deposits		814

Total earnings before taxes, fixed charges and interest on deposits	$	5,596

Ratio of earnings to fixed charges and preferred stock dividend requirements		2.04

(a)

The proportion deemed representative of the interest factor.

EARNINGS RELEASE


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 2004 FIRST QUARTER RESULTS

WITH NET INCOME GROWTH OF 38%

New York, April 21, 2004 – J.P. Morgan Chase & Co. (NYSE: JPM) today reported 2004 first quarter net income of $1.93 billion, or $0.92 per share, compared to net income of $1.40 billion, or $0.69 per share, for the first quarter of 2003. Return on average common equity for the quarter was 17%.

“In the first quarter, we delivered strong financial results and made significant progress on our merger integration with Bank One,” said William B. Harrison, Jr., Chairman and Chief Executive Officer. “Our quarterly earnings grew 38% year-over-year, due to stronger results in our capital markets-related businesses and continued improvement in our commercial credit portfolio. This combined strength more than offset the anticipated earnings decrease in Chase Financial Services as mortgage originations declined.”

Mr. Harrison added, “I am more confident than ever about the benefits of the Bank One merger for our clients and our shareholders. Our merger integration process is proceeding well. We are on target for a mid-year closing of the merger of our bank holding companies. We have made tremendous progress in naming management teams, aligning products and customer segments, and making decisions about the majority of key technology platforms.”

Highlights for the first quarter of 2004:

	•		Earnings for the firm of $1.93 billion are the highest since the merger of Chase and J.P. Morgan.

	•		The Investment Bank posted its highest quarterly earnings in over three years, with a return on allocated capital of 28%.

	•		Investment Management & Private Banking’s earnings were the highest since the merger of Chase and J.P. Morgan, driven by 29% revenue growth and 28% growth in assets under supervision, compared to the first quarter of 2003.

	•		JPMorgan Partners had private equity gains of $296 million and the third consecutive quarter of positive earnings.

	•		Credit quality continued to improve, enabling reduction in the allowance for credit losses and much lower credit costs than during the first quarter of 2003.



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

J.P. Morgan Chase & Co.
News Release

In the discussion of the lines of business below, information is presented on an operating basis¹. In the case of Chase Cardmember Services, “operating” or “managed” basis excludes the impact of credit card securitizations. For more information about “operating” or “managed” basis, as well as other non-GAAP financial measures used by management, see the Notes below.

The following discussion of results for the first quarter of 2004 compares results to the first quarter of 2003 unless otherwise indicated.

Investment Bank (“IB”)

Earnings were $1.1 billion for the first quarter, up 24%. Revenues of $4.0 billion were 1% lower, while expenses were up 3%. Earnings performance was driven by a significant improvement in commercial credit quality, higher equity and fixed income capital markets, including record trading revenues, and an anticipated reduction in Global Treasury results. Return on allocated capital was 28% for the quarter, compared to 17% for the first quarter of 2003. Allocated capital was reduced by $4.9 billion or 23% reflecting reduction in credit risk.

•		Investment banking fees were $682 million, up 10%, with higher equity and bond underwriting fees partially offset by lower loan syndication and advisory fees. According to Thomson Financial, the firm maintained its #1 ranking in Global Syndicated Loans and #2 ranking in Global Investment-Grade Bonds. For the first quarter of 2004 compared to full year 2003, the Investment Bank increased its ranking in Global Announced M&A to #3 from #5 and its ranking in U.S. Equity and Equity-Related declined to #7 from #4. However, the firm improved its ranking from #14 for full year 2003 to #4 in U.S. Initial Public Offerings.
•		Capital markets and lending revenues excluding Global Treasury were $3.1 billion, up 11%, driven by stronger performance in equities and fixed income partially offset by reduced net interest income on the credit portfolio mainly due to lower average loan balances. Equities capital markets revenues increased 56% due to higher results in equity derivatives (both client and portfolio management) as well as global cash and convertibles. Fixed income capital markets rose 5% driven largely by foreign exchange. Client capital markets revenues grew both sequentially and year-over-year to the highest level in three years.
•		Global Treasury revenues were $212 million, down from $599 million, reflecting lower levels of realized investment securities gains and net interest income.
•		Expenses of $2.4 billion increased 3% from the year-ago quarter, reflecting higher compensation expenses partially offset by lower severance and related costs.
•		Credit costs were negative $188 million, primarily attributable to a reduction in the allowance for loan losses as credit quality improved. Credit costs were $433 million more favorable than the first quarter of 2003.

Chase Financial Services (“CFS”)

Earnings were $427 million for the quarter, a decrease of 34%. Operating revenues were $3.4 billion, down 8% or $278 million, driven primarily by an anticipated decline in Chase Home Finance revenues, totaling $335 million. Expenses of $2.0 billion for the quarter were up 11%. Credit costs of $748 million were down 15%, driven by lower net charge-offs and a reduction in the allowance for loan losses. Credit quality remains stable. Return on allocated capital for the quarter was 18% compared to 31% for the first quarter of 2003.

J.P. Morgan Chase & Co.
News Release

Business Segments

•		*Chase Home Finance:* Earnings were $221 million for the quarter, a decrease of 48%. Total revenue of $813 million declined 29% as higher rates and a smaller refinance market lowered mortgage originations and margins. Mortgage servicing rights hedging also contributed to the revenue decline with a small net loss of $(7) million compared to an $86 million gain. Expenses of $478 million for the quarter were down 1% sequentially and up 25% year over year due to higher home equity production as well as increases in the sales force for home equity and other higher-margin distribution channels.
•		*Chase Cardmember Services:* Earnings were $162 million, up 11% for the quarter. Operating revenues on a managed basis were $1.6 billion, up 7%, driven by 15% growth in purchase volume. Expenses of $605 million for the quarter were up 12%, reflecting higher marketing and severance and related costs.
•		*Chase Auto Finance:* Earnings were $30 million for the quarter, a decrease of 19%. Revenues of $166 million were down 16% driven by a $40 million accelerated amortization of prepaid premiums for residual risk insurance. Average loan and lease receivables increased 12%.
•		*Chase Regional Banking:* Regional Banking reported a loss of $15 million for the quarter, down from earnings of $27 million. Revenues were $635 million, up slightly, reflecting higher investment product revenue. Average deposits increased 10% to almost $80 billion, offset by decreased spreads on deposits. Expenses were up 10%, primarily as a result of higher compensation and severance and related costs.
•		*Chase Middle Market:* Earnings were $80 million, down 8% for the quarter. Revenues were $343 million, down 5%, driven by lower loans and narrower loan and deposit spreads. Average deposits were up 11%.

Treasury & Securities Services (“TSS”)

Earnings were $119 million for the quarter, an increase of 6%. Return on allocated capital for the quarter was 15%, compared to 16% in the first quarter of 2003.

•		Revenues were $1.1 billion for the quarter, up 19%; excluding acquisitions, revenues would have grown 11%. Institutional Trust Services revenues increased 30%, reflecting acquisitions including Bank One’s corporate trust business, growth in the American Depositary Receipts business and an increase in debt servicing business. Investor Services revenues increased 17%, as improved equity market conditions and new business resulted in higher fees and foreign exchange revenue. Treasury Services revenues rose 13% because of the acquisition of the Electronic Financial Services business and higher product revenue.
•		Expenses of $921 million for the quarter increased 20%. Approximately half of the increase was attributable to costs associated with acquired businesses.

Investment Management & Private Banking (“IMPB”)

Earnings were $115 million for the quarter, up significantly from $27 million. Return on allocated capital was 8% compared to 2% in the first quarter of 2003; return on tangible allocated capital² (net of goodwill) was 36%, compared to 8% in the first quarter of 2003.

•		Revenues of $824 million were up 29% reflecting higher global equity valuations, the acquisition of Retirement Plan Services (“RPS”) and increased brokerage activity.
•		Expenses of $636 million increased 9% as a result of the acquisition of RPS and higher compensation expenses.
•		Total assets under supervision were $797 billion, up 28%. Assets under supervision increased as a result of equity market appreciation, the acquisition of RPS ($41 billion) and net asset inflows. Total assets under management were $584 billion, up 18%. Not reflected in assets under management is the firm’s 44% interest in American Century Companies, Inc., which had assets under management of $90 billion as of March 31, 2004, up from $71 billion as of March 31, 2003.

J.P. Morgan Chase & Co.
News Release

JPMorgan Partners (“JPMP”)

JPMorgan Partners had earnings of $115 million, compared to a loss of $223 million in the first quarter of 2003. Net gains on the portfolio were $296 million, compared to net losses of $230 million.

•		Net gains on direct private equity investments were $304 million compared to net losses of $136 million. First quarter 2004 results benefited from higher sales ($302 million in realized gains) and liquidity events such as initial public offerings and much lower negative net valuation adjustments ($23 million) of companies in the portfolio.
•		JPMP recorded net losses of $8 million on its limited partner interests in third party funds, compared to net losses of $94 million.

Expenses

•

Expenses in the first quarter of 2004 were $6.06 billion, up 9%. Compensation expenses reflected a shift of $70 million from compensation to noncompensation due to the technology infrastructure outsourcing that took effect April 1, 2003. Compensation expenses were up 6% due to higher salaries and benefits as well as incentives. Noncompensation expenses increased 14% reflecting the outsourcing agreement and higher technology and communications expenses, costs related to business volume growth, acquisitions, legal and other professional fees, and increased marketing costs.

Credit

•		Commercial net charge-offs for the quarter were $102 million compared to $292 million. The net charge-off ratio for commercial loans was 0.50% compared to 1.32% for the first quarter of 2003. Gross charge-offs declined while recoveries were at a level similar to the first quarter of 2003.
•		Consumer loan net charge-offs on a managed basis, which include charge-offs on securitized credit card receivables, were $815 million compared to $835 million. The credit card managed net charge-off ratio was 5.78% for the quarter compared to 5.95% for the first quarter of 2003 and 5.74% for the fourth quarter of 2003.
•		Total credit costs on a managed basis were $488 million for the quarter, including $735 million related to consumer loans, negative $168 million related to commercial loans and lending-related commitments and negative $79 million related to the residual component.
•		The allowance for credit losses, which includes the allowance for loan losses and lending-related commitments, was $4.4 billion at March 31, 2004, compared to $5.7 billion at March 31, 2003. Total nonperforming assets were $2.9 billion at March 31, 2004, down 35% from March 31, 2003. Nonperforming assets do not include $331 million of distressed commercial loans purchased as part of the Investment Bank’s proprietary investing activities.
•		Commercial criticized exposure (rated CCC+/Caa1 or lower) was $7.4 billion as of March 31, 2004, a decline of $7.2 billion, or 49%, from March 31, 2003. Exposures include loans, counterparty outstandings and lending-related commitments.

Total assets and capital

•

Total assets as of March 31, 2004 were $801 billion, compared to $755 billion as of March 31, 2003. Commercial loans were $79.2 billion, compared to $88.4 billion as of March 31, 2003. Managed consumer loans increased 7% from March 31, 2003. The Tier 1 capital ratio was 8.4% at March 31, 2004 (estimated) and at March 31, 2003.

J.P. Morgan Chase & Co.
News Release

Notes:

	1.		In addition to analyzing the firm’s results on a reported basis, management reviews the line of business results on an “operating basis”, which is a non-GAAP financial measure. The definition of operating basis starts with reported U.S. GAAP results. In the case of the Investment Bank, “operating basis” includes in trading revenue the net interest income related to trading activities. Trading activities generate revenues which are recorded for GAAP purposes in two line items on the income statement: trading revenues, which include the mark to market gains or losses on trading positions; and net interest income, which includes the interest income or expense related to those positions. Combining both the trading revenues and related net interest income enables management to evaluate the Investment Bank’s trading activities by considering all revenues related to these activities and facilitates operating comparisons to other competitors. In the case of Chase Cardmember Services, “operating” or “managed” basis excludes the impact of credit card securitizations on revenue, provision for credit losses, net charge-offs and receivables. JPMorgan Chase uses the concept of “managed receivables” to evaluate the credit performance of the underlying credit card loans, both sold and not sold; as the same borrower is continuing to use the credit card for ongoing charges, a borrower’s credit performance will impact both the receivables sold under SFAS 140 and those not sold. Thus, in its disclosures regarding managed receivables, JPMorgan Chase treats the sold receivables as if they were still on the balance sheet in order to disclose the credit performance (such as charge-off rates) of the entire managed credit card portfolio. The operating basis for all other lines of business is the same as the reported basis. See page 9 of JPMorgan Chase’s Earnings Release Financial Supplement (First Quarter 2004) for a reconciliation of JPMorgan Chase’s income statement from reported to operating basis.

	2.		The firm uses return on tangible allocated capital, a non-GAAP financial measure, as one of several measures to evaluate the economics of the IMPB business segment. Return on tangible allocated capital measures return on an economic capital basis (that is, on a basis that takes into account the operational, business, credit and other risks to which this business is exposed, including the level of assets) but excludes the capital allocated for goodwill. The firm utilizes this measure to facilitate operating comparisons to other competitors. See page 14 of JPMorgan Chase’s Earnings Release Financial Supplement (First Quarter 2004).

J.P. Morgan Chase & Co. is a leading global financial services firm with assets of $801 billion and operations in more than 50 countries. The firm is a leader in investment banking, financial services for consumers and businesses, financial transaction processing, investment management, private banking and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase is headquartered in New York and serves more than 30 million consumers nationwide, and many of 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 host a meeting and a conference call for the investment community on Wednesday, April 21, 2004 at 11:00 a.m. (Eastern Daylight Time) to review first quarter financial results and to give an update on the pending merger with Bank One Corporation. The meeting will be held at 270 Park Avenue on the 49th floor. Investors unable to attend the meeting can dial (973) 935-8505 or listen via live audio webcast. The webcast and presentation slides will be available on www.jpmorganchase.com. A replay of the meeting will be available beginning at 2:00 p.m. (Eastern Daylight Time) on April 21, 2004 and continuing through 6:00 p.m. (Eastern Daylight Time) on April 28, 2004 at (973) 341-3080 pin #4647765. 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 earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

J.P. Morgan Chase & Co.
News Release

the risk that excess capital is not generated from the merger as anticipated or not utilized in an accretive manner; and the risk that disruption from the merger may make it more difficult to maintain relationships with clients, employees or suppliers. Additional factors that could cause JPMorgan Chase’s results to differ materially from those described in the forward-looking statements can be found in the 2003 Annual Report on Form 10-K of JPMorgan Chase filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s internet site (http://www.sec.gov).

JPMorgan Chase has filed a Registration Statement on Form S-4 with the SEC containing the definitive joint proxy statement/prospectus regarding the proposed merger. Stockholders are urged to read the definitive joint proxy statement/prospectus because it contains important information. Stockholders may obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about JPMorgan Chase and Bank One, without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the definitive joint proxy statement/prospectus and the filings with the SEC incorporated by reference in the definitive joint proxy statement/prospectus can also be obtained, without charge, by directing a request to J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017, Attention: Office of the Secretary (212-270-4040), or to Bank One Corporation, 1 Bank One Plaza, Suite 0738, Chicago, Illinois 60670, Attention: Investor Relations (312-336-3013). The respective directors and executive officers of JPMorgan Chase and Bank One and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding JP Morgan Chase’s and Bank One’s directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, is available in the definitive joint proxy statement/prospectus contained in the above-referenced Registration Statement on Form S-4.

J.P. Morgan Chase & Co.
News Release

J.P. MORGAN CHASE & CO.
CONSOLIDATED FINANCIAL HIGHLIGHTS
(in millions, except per share, ratio and employee data)

(JPMORGANCHASE LOGO)


										1QTR 2004
	1QTR			4QTR			1QTR			Over (Under)
	2004			2003			2003			4Q 2003			1Q 2003
SELECTED INCOME STATEMENT DATA:
Revenue	$	8,977		$	8,068		$	8,406			11	%		7	%
Provision for Credit Losses		15			139			743			(89	)		(98	)
Noninterest Expense		6,059			5,220			5,541			16			9
Net Income		1,930			1,864			1,400			4			38

Per Common Share:
Net Income per Share:
Basic	$	0.94		$	0.92		$	0.69			2			36
Diluted		0.92			0.89			0.69			3			33
Cash Dividends Declared per Share		0.34			0.34			0.34			—			—
Book Value per Share (Period-End)		22.62			22.10			20.73			2			9
Closing Share Price		41.95			36.73			23.71			14			77

Common Shares Outstanding:
Average:
Basic		2,032.3			2,016.2			1,999.8			1			2
Diluted		2,092.7			2,079.3			2,021.9			1			4
Common Shares at Period-End		2,081.7			2,042.6			2,030.0			2			3

SELECTED RATIOS:
Return on Average Common Equity (a)		17	%		17	%		13	%		—	bp		400	bp
Tier 1 Capital Ratio		8.4	(b)		8.5			8.4			(10	)		—

SELECTED BALANCE SHEET DATA (PERIOD-END):
Total Assets	$	801,078		$	770,912		$	755,156			4	%		6	%
Deposits		336,886			326,492			300,667			3			12
Common Stockholders’ Equity		47,092			45,145			42,075			4			12

FULL-TIME EQUIVALENT EMPLOYEES		93,285			93,453			93,878			—			(1	)

SEGMENT EARNINGS
Investment Bank	$	1,110		$	862		$	897			29			24
Treasury & Securities Services		119			144			112			(17	)		6
Investment Management & Private Banking		115			100			27			15			326
JPMorgan Partners		115			23			(223	)		400		NM
Chase Financial Services		427			559			648			(24	)		(34	)
Support Units and Corporate		44			176			(61	)		(75	)	NM

NET INCOME	$	1,930		$	1,864		$	1,400			4			38

(a)		Based on annualized amounts.
(b)		Estimated

EARNINGS RELEASE FINANCIAL SUPPLEMEMT

Exhibit 99.2

(LARGE JP MORGAN CHASE LOGO)

EARNINGS RELEASE FINANCIAL SUPPLEMENT

FIRST QUARTER 2004


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


		Page
Reported Basis
Consolidated Financial Highlights		3
Statement of Income — Reported Basis		4
Selected Noninterest Revenue and Noninterest Expense Detail		5
Consolidated Balance Sheet		6
Condensed Average Balance Sheet and Annualized Yields		7

Operating Basis
Statement of Income — Operating Basis		8
Reconciliation from Reported to Operating Basis		9
Lines of Business Financial Highlights Summary — Operating Basis		10

Investment Bank		11
Business-Related Metrics		12

Treasury & Securities Services		13

Investment Management & Private Banking		14
Assets Under Supervision		15

JPMorgan Partners		16
Investment Portfolio — Private and Public Securities		17

Chase Financial Services		18
Business Financial Highlights		19
Business-Related Metrics		20

Credit-Related Information		21-25

Supplemental Detail
Capital		26
Market Risk — Investment Bank Average Trading VAR		27

Glossary of Terms		28

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

Page 2

REPORTED BASIS


J.P. MORGAN CHASE & CO.
CONSOLIDATED FINANCIAL HIGHLIGHTS
(in millions, except per share, ratio and employee data)


																1QTR 2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over (Under)
	2004			2003			2003			2003			2003			4Q 2003			1Q 2003
SELECTED INCOME STATEMENT DATA:
Revenue	$	8,977		$	8,068		$	7,748		$	9,034		$	8,406			11	%		7	%
Provision for Credit Losses		15			139			223			435			743			(89	)		(98	)
Noninterest Expense		6,059			5,220			5,095			5,832			5,541			16			9
Net Income		1,930			1,864			1,628			1,827			1,400			4			38

Per Common Share:
Net Income per Share:
Basic	$	0.94		$	0.92		$	0.80		$	0.90		$	0.69			2			36
Diluted		0.92			0.89			0.78			0.89			0.69			3			33
Cash Dividends Declared per Share		0.34			0.34			0.34			0.34			0.34			—			—
Book Value per Share (Period-End)		22.62			22.10			21.55			21.53			20.73			2			9
Closing Share Price		41.95			36.73			34.33			34.18			23.71			14			77

Common Shares Outstanding:
Average:
Basic		2,032.3			2,016.2			2,012.2			2,005.6			1,999.8			1			2
Diluted		2,092.7			2,079.3			2,068.2			2,050.6			2,021.9			1			4
Common Shares at Period-End		2,081.7			2,042.6			2,039.2			2,035.1			2,030.0			2			3

SELECTED RATIOS:
Return on Average Common Equity (a)		17	%		17	%		15	%		17	%		13	%		—	bp		400	bp
Tier 1 Capital Ratio		8.4	(b)		8.5			8.7			8.4			8.4			(10	)		—

SELECTED BALANCE SHEET DATA (PERIOD-END):
Total Assets	$	801,078		$	770,912		$	792,700		$	802,603		$	755,156			4	%		6	%
Deposits		336,886			326,492			313,626			318,248			300,667			3			12
Common Stockholders’ Equity		47,092			45,145			43,948			43,812			42,075			4			12

FULL-TIME EQUIVALENT EMPLOYEES		93,285			93,453			92,940			92,256			93,878			—			(1	)

SEGMENT EARNINGS
Investment Bank	$	1,110		$	862		$	876		$	1,037		$	897			29			24
Treasury & Securities Services		119			144			140			111			112			(17	)		6
Investment Management & Private Banking		115			100			80			58			27			15			326
JPMorgan Partners		115			23			5			(98	)		(223	)		400			NM
Chase Financial Services		427			559			432			852			648			(24	)		(34	)
Support Units and Corporate		44			176			95			(133	)		(61	)		(75	)		NM

NET INCOME	$	1,930		$	1,864		$	1,628		$	1,827		$	1,400			4			38

(a)		Based on annualized amounts.
(b)		Estimated

Page 3


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


																1QTR 2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over (Under)
	2004			2003			2003			2003			2003			4Q 2003			1Q 2003
REVENUE
Investment Banking Fees	$	692		$	846		$	649		$	779		$	616			(18	)%		12	%
Trading Revenue		1,720			754			829			1,546			1,298			128			33
Fees and Commissions		2,933			2,871			2,742			2,551			2,488			2			18
Private Equity Gains (Losses)		306			163			120			(29	)		(221	)		88			NM
Securities Gains		126			29			164			768			485			334			(74	)
Mortgage Fees and Related Income		244			140			8			311			433			74			(44	)
Other Revenue		126			254			188			45			92			(50	)		37

Total Noninterest Revenue		6,147			5,057			4,700			5,971			5,191			22			18
Interest Income		5,478			5,614			5,696			5,871			6,263			(2	)		(13	)
Interest Expense		2,648			2,603			2,648			2,808			3,048			2			(13	)

Net Interest Income		2,830			3,011			3,048			3,063			3,215			(6	)		(12	)

Revenue before Provision for Credit Losses		8,977			8,068			7,748			9,034			8,406			11			7
Provision for Credit Losses		15			139			223			435			743			(89	)		(98	)

TOTAL NET REVENUE		8,962			7,929			7,525			8,599			7,663			13			17

NONINTEREST EXPENSE
Compensation Expense		3,370			2,577			2,713			3,231			3,174			31			6
Occupancy Expense		431			482			391			543			496			(11	)		(13	)
Technology and Communications Expense		819			756			719			732			637			8			29
Other Expense		1,439			1,405			1,272			1,226			1,234			2			17
Surety Settlement and Litigation Reserve (a)		—			—			—			100			—			NM			NM

TOTAL NONINTEREST EXPENSE		6,059			5,220			5,095			5,832			5,541			16			9


Income before Income Tax Expense		2,903			2,709			2,430			2,767			2,122			7			37
Income Tax Expense		973			845			802			940			722			15			35

NET INCOME	$	1,930		$	1,864		$	1,628		$	1,827		$	1,400			4			38

NET INCOME APPLICABLE TO COMMON STOCK	$	1,917		$	1,851		$	1,615		$	1,815		$	1,387			4			38


NET INCOME PER COMMON SHARE
Basic	$	0.94		$	0.92		$	0.80		$	0.90		$	0.69			2			36
Diluted		0.92			0.89			0.78			0.89			0.69			3			33

FINANCIAL RATIOS
Return on Average Assets (b)		1.01	%		0.95	%		0.83	%		0.96	%		0.73	%		6	bp		28	bp
Return on Average Common Equity (b)		17			17			15			17			13			—			400
Common Dividend Payout Ratio		38			38			44			40			50			—			(1,200	)
Effective Income Tax Rate		34			31			33			34			34			300			—
Overhead Ratio		67			65			66			65			66			200			100

FULL-TIME EQUIVALENT EMPLOYEES		93,285			93,453			92,940			92,256			93,878			—	%		(1	)%

(a)		Reflects a $100 million addition to the Enron-related litigation reserve.
(b)		Based on annualized amounts.

Page 4


J.P. MORGAN CHASE & CO.
SELECTED NONINTEREST REVENUE AND NONINTEREST EXPENSE DETAIL
(in millions)


											1QTR 2004
	1QTR		4QTR		3QTR		2QTR		1QTR		Over (Under)
	2004		2003		2003		2003		2003		4Q 2003			1Q 2003
NONINTEREST REVENUE
Fees and Commissions:
Investment Management and Service Fees	$	668	$	618	$	573	$	508	$	545		8	%		23	%
Custody and Institutional Trust Service Fees		442		431		404		408		358		3			23
Credit Card Fees		734		825		756		698		692		(11	)		6
Brokerage Commissions		401		316		310		296		259		27			55
Lending-Related Service Fees		139		172		157		127		124		(19	)		12
Deposit Service Fees		274		279		298		284		285		(2	)		(4	)
Other Fees		275		230		244		230		225		20			22

Total	$	2,933	$	2,871	$	2,742	$	2,551	$	2,488		2			18

NONINTEREST EXPENSE
Other Expense:
Professional Services	$	372	$	394	$	325	$	324	$	325		(6	)		14
Outside Services		376		311		294		310		272		21			38
Marketing		199		200		179		167		164		(1	)		21
Travel and Entertainment		118		128		103		102		89		(8	)		33
Amortization of Intangibles		79		74		73		73		74		7			7
All Other		295		298		298		250		310		(1	)		(5	)

Total	$	1,439	$	1,405	$	1,272	$	1,226	$	1,234		2			17

Page 5


J.P. MORGAN CHASE & CO.
CONSOLIDATED BALANCE SHEET
(in millions)


																Mar 31, 2004
																Over (Under)
	Mar 31			Dec 31			Sep 30			Jun 30			Mar 31			Dec 31			Mar 31
	2004			2003			2003			2003			2003			2003			2003
ASSETS
Cash and Due from Banks	$	19,419		$	20,268		$	18,585		$	23,398		$	22,229			(4	)%		(13	)%
Deposits with Banks		35,600			10,175			10,601			10,393			6,896			250			416
Federal Funds Sold and Securities Purchased under Resale Agreements		79,414			76,868			88,752			69,748			69,764			3			14
Securities Borrowed		49,881			41,834			37,096			41,067			39,188			19			27
Trading Assets:
Debt and Equity Instruments		189,549			169,120			146,731			139,275			146,783			12			29
Derivative Receivables (a)		58,434			83,751			83,787			93,602			86,649			(30	)		(33	)
Securities		70,747			60,244			65,152			82,549			85,178			17			(17	)
Loans (Net of Allowance for Loan Losses)		213,510			214,995			231,448			222,307			212,256			(1	)		1
Private Equity Investments		7,097			7,250			7,797			7,901			8,170			(2	)		(13	)
Goodwill		8,730			8,511			8,134			8,132			8,122			3			7
Other Intangibles:
Mortgage Servicing Rights		4,189			4,781			4,007			2,967			3,235			(12	)		29
Purchased Credit Card Relationships		953			1,014			1,078			1,141			1,205			(6	)		(21	)
All Other Intangibles		813			685			311			320			294			19			177
Other Assets		62,742			71,416			89,221			99,803			65,187			(12	)		(4	)

TOTAL ASSETS (b)	$	801,078		$	770,912		$	792,700		$	802,603		$	755,156			4			6

LIABILITIES
Deposits:
Noninterest-Bearing	$	87,428		$	79,465		$	81,865		$	88,096		$	77,822			10			12
Interest-Bearing		249,458			247,027			231,761			230,152			222,845			1			12

Total Deposits		336,886			326,492			313,626			318,248			300,667			3			12
Federal Funds Purchased and Securities Sold under Repurchase Agreements		148,526			113,466			131,959			155,330			160,221			31			(7	)
Commercial Paper		14,972			14,284			14,790			12,382			14,039			5			7
Other Borrowed Funds		10,414			8,925			8,174			12,176			12,848			17			(19	)
Trading Liabilities:
Debt and Equity Instruments		80,303			78,222			87,516			72,825			64,427			3			25
Derivative Payables (a)		53,883			71,226			68,285			72,831			64,804			(24	)		(17	)
Accounts Payable, Accrued Expenses and Other Liabilities (including the Allowance for Lending-Related Commitments)		43,656			45,066			54,333			64,072			46,776			(3	)		(7	)
Beneficial Interests Issued by Consolidated Variable Interest Entities		7,543			12,295			18,399			—			—			(39	)	NM
Long-Term Debt		50,062			48,014			43,945			43,371			42,851			4			17
Junior Subordinated Deferrable Interest Debentures Held by Trusts that Issued Guaranteed Capital Debt Securities		6,732			6,768			6,716			1,108			—			(1	)	NM
Guaranteed Preferred Beneficial Interests in Capital Debt Securities Issued by Consolidated Trusts		—			—			—			5,439			5,439		NM			NM

TOTAL LIABILITIES		752,977			724,758			747,743			757,782			712,072			4			6

STOCKHOLDERS’ EQUITY
Preferred Stock		1,009			1,009			1,009			1,009			1,009			—			—
Common Stock		2,088			2,044			2,041			2,036			2,032			2			3
Capital Surplus		14,193			13,512			13,238			12,898			12,477			5			14
Retained Earnings		30,878			29,681			28,540			27,633			26,538			4			16
Accumulated Other Comprehensive Income (Loss)		177			(30	)		187			1,293			1,113		NM				(84	)
Treasury Stock, at Cost		(244	)		(62	)		(58	)		(48	)		(85	)		(294	)		(187	)

TOTAL STOCKHOLDERS’ EQUITY		48,101			46,154			44,957			44,821			43,084			4			12

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	801,078		$	770,912		$	792,700		$	802,603		$	755,156			4			6

(a)

Effective January 1, 2004, the Firm elected to net cash paid and received under credit support annexes to legally enforceable master netting agreements.

(b)

Includes an incremental $6 billion, $10 billion and $15 billion at March 31, 2004, December 31, 2003 and September 30, 2003, respectively, related to variable interest entities that were consolidated in accordance with FIN 46 which became effective on July 1, 2003. Also includes approximately $2 billion at March 31, 2004, $2 billion at December 31, 2003 and $3 billion at September 30, 2003 related to variable interest entities consolidated prior to the third quarter of 2003 that continue to be consolidated in accordance with FIN 46.

Page 6


J.P. MORGAN CHASE & CO.
CONDENSED AVERAGE BALANCE SHEET AND ANNUALIZED YIELDS
(in millions, except rates)


																1QTR 2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over (Under)
	2004			2003			2003			2003			2003			4Q 2003			1Q 2003
AVERAGE BALANCES
ASSETS
Deposits with Banks	$	21,535		$	11,724		$	10,163		$	7,061		$	9,998			84	%		115	%
Federal Funds Sold and Securities Purchased under Resale Agreements		82,555			94,773			89,865			76,690			87,657			(13	)		(6	)
Securities Borrowed		48,609			40,371			40,019			42,160			38,654			20			26
Trading Assets		166,389			156,958			138,829			138,503			161,753			6			3
Securities		63,992			63,903			75,032			86,830			84,254			—			(24	)
Loans		217,478			230,795			237,508			219,950			215,882			(6	)		1

Total Interest-Earning Assets		600,558			598,524			591,416			571,194			598,198			—			—
Noninterest-Earning Assets		170,760			179,995			191,010			193,461			180,040			(5	)		(5	)

TOTAL ASSETS	$	771,318		$	778,519		$	782,426		$	764,655		$	778,238			(1	)		(1	)

LIABILITIES
Interest-Bearing Deposits	$	238,206		$	237,636		$	221,539		$	225,950		$	225,389			—			6
Federal Funds Purchased and Securities Sold under Repurchase Agreements		145,370			141,089			148,132			164,386			191,163			3			(24	)
Commercial Paper		13,153			13,293			13,088			12,929			14,254			(1	)		(8	)
Other Borrowings (a)		80,388			74,551			72,191			63,524			68,453			8			17
Beneficial Interests Issued by Consolidated Variable Interest Entities		9,764			17,585			19,791			—			—			(44	)	NM
Long-Term Debt		53,574			52,408			48,685			49,219			46,001			2			16

Total Interest-Bearing Liabilities		540,455			536,562			523,426			516,008			545,260			1			(1	)
Noninterest-Bearing Liabilities		184,036			196,771			214,860			204,879			190,111			(6	)		(3	)

TOTAL LIABILITIES		724,491			733,333			738,286			720,887			735,371			(1	)		(1	)

Preferred Stock		1,009			1,009			1,009			1,009			1,009			—			—
Common Stockholders’ Equity		45,818			44,177			43,131			42,759			41,858			4			9

TOTAL STOCKHOLDERS’ EQUITY		46,827			45,186			44,140			43,768			42,867			4			9

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	771,318		$	778,519		$	782,426		$	764,655		$	778,238			(1	)		(1	)

AVERAGE RATES

INTEREST-EARNING ASSETS
Deposits with Banks		1.62	%		2.88	%		0.93	%		2.39	%		2.58	%	(126		)bp	(96		)bp
Federal Funds Sold and Securities Purchased under Resale Agreements		1.49			1.36			1.52			1.85			2.19			13			(70	)
Securities Borrowed		0.77			0.74			0.71			0.75			1.02			3			(25	)
Trading Assets		4.35			4.19			4.27			4.65			4.64			16			(29	)
Securities		4.21			4.49			4.69			4.62			4.64			(28	)		(43	)
Loans		4.69			4.74			4.83			5.12			5.32			(5	)		(63	)
Total Interest-Earning Assets		3.68			3.73			3.83			4.13			4.26			(5	)		(58	)

INTEREST-BEARING LIABILITIES
Interest-Bearing Deposits		1.37			1.33			1.41			1.69			1.92			4			(55	)
Federal Funds Purchased and Securities Sold under Repurchase Agreements		1.24			1.16			1.29			1.41			1.54			8			(30	)
Commercial Paper		0.96			0.98			1.00			1.22			1.30			(2	)		(34	)
Other Borrowings		4.57			4.91			5.12			5.39			4.99			(34	)		(42	)
Beneficial Interests Issued by Consolidated Variable Interest Entities		1.60			1.36			0.92			—			—			24		NM
Long-Term Debt		3.02			2.86			3.01			3.14			3.23			16			(21	)
Total Interest-Bearing Liabilities		1.97			1.92			2.01			2.18			2.27			5			(30	)

INTEREST RATE SPREAD		1.71	%		1.81	%		1.82	%		1.95	%		1.99	%		(10	)		(28	)

NET INTEREST MARGIN		1.90	%		2.00	%		2.05	%		2.16	%		2.19	%		(10	)		(29	)

NET INTEREST MARGIN ADJUSTED FOR SECURITIZATIONS		2.22	%		2.32	%		2.36	%		2.47	%		2.49	%		(10	)		(27	)

(a)

Includes securities sold but not yet purchased.

Page 7

(JPMORGANCHASE LOGO)

OPERATING BASIS

In addition to analyzing the Firm’s results on a reported basis, management looks at results on an “operating basis”, which is a non-GAAP measure. The definition of operating basis starts with the reported U.S. GAAP results. In the case of the Investment Bank, the operating basis includes the reclassification of net interest income related to trading activities to Trading Revenue. In the case of Chase Financial Services and Chase Cardmember Services, “operating” or “managed” basis excludes the impact of credit card securitizations. These adjustments do not change JPMorgan Chase’s reported net income.


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


																1QTR 2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over (Under)
	2004			2003			2003			2003			2003			4Q 2003			1Q 2003
OPERATING REVENUE
Investment Banking Fees	$	692		$	846		$	649		$	779		$	616			(18	)%		12	%
Trading-Related Revenue (Includes Trading NII)		2,296			1,272			1,278			2,025			1,981			81			16
Fees and Commissions		2,784			2,687			2,569			2,429			2,319			4			20
Private Equity Gains (Losses)		306			163			120			(29	)		(221	)		88			NM
Securities Gains		126			29			164			768			485			334			(74	)
Mortgage Fees and Related Income		244			140			8			311			433			74			(44	)
Other Revenue		87			225			174			21			88			(61	)		(1	)
Net Interest Income (Excludes Trading NII)		2,915			3,168			3,257			3,210			3,162			(8	)		(8	)

TOTAL OPERATING REVENUE		9,450			8,530			8,219			9,514			8,863			11			7


OPERATING EXPENSE
Compensation Expense (a)		3,370			2,577			2,713			3,231			3,174			31			6
Noncompensation Expense (a) (b)		2,689			2,643			2,382			2,601			2,367			2			14

TOTAL OPERATING EXPENSE		6,059			5,220			5,095			5,832			5,541			16			9
Operating Margin		3,391			3,310			3,124			3,682			3,322			2			2
Credit Costs		488			601			694			915			1,200			(19	)		(59	)

Operating Income before Income Tax Expense		2,903			2,709			2,430			2,767			2,122			7			37
Income Tax Expense		973			845			802			940			722			15			35

OPERATING EARNINGS	$	1,930		$	1,864		$	1,628		$	1,827		$	1,400			4			38


SELECTED METRICS
Diluted Earnings per Share	$	0.92		$	0.89		$	0.78		$	0.89		$	0.69			3			33
Return on Average Managed Assets (c) (d)		0.96	%		0.91	%		0.79	%		0.92	%		0.70	%		5	bp		26	bp
Compensation Expense as a % of Operating Revenue		36			30			33			34			36			600			—
Noncompensation Expense as a % of Operating Revenue		28			31			29			27			27			(300	)		100
Overhead Ratio		64			61			62			61			63			300			100

RECONCILIATION OF NET INCOME TO OPERATING EARNINGS
Net Income	$	1,930		$	1,864		$	1,628		$	1,827		$	1,400			4	%		38	%
Special Items (Net of Taxes):
Merger and Restructuring Costs		—			—			—			—			—			NM			NM

Operating Earnings	$	1,930		$	1,864		$	1,628		$	1,827		$	1,400			4			38


RECONCILIATION OF OPERATING EARNINGS TO SHAREHOLDER VALUE ADDED
Operating Earnings	$	1,930		$	1,864		$	1,628		$	1,827		$	1,400			4			38
Less: Preferred Dividends		13			13			13			12			13			—			—

Earnings Applicable to Common Stock		1,917			1,851			1,615			1,815			1,387			4			38
Less: Cost of Capital (e)		1,367			1,337			1,304			1,279			1,239			2			10

Shareholder Value Added (f)	$	550		$	514		$	311		$	536		$	148			7			272


RECONCILIATION OF AVERAGE ASSETS TO AVERAGE MANAGED ASSETS
Average Assets	$	771,318		$	778,519		$	782,426		$	764,655		$	778,238			(1	)		(1	)
Average Credit Card Securitizations		33,357			33,445			32,497			31,665			31,834			—			5

Average Managed Assets	$	804,675		$	811,964		$	814,923		$	796,320		$	810,072			(1	)		(1	)

(a)		Includes severance and other related costs associated with expense containment programs.
(b)		Includes Occupancy Expense, Technology and Communications Expense, Other Expense and, in the second quarter of 2003, Surety Settlement and Litigation Reserve.
(c)		Represents operating earnings as a percentage of average managed assets.
(d)		Based on annualized amounts.
(e)		A 12% (after-tax) cost of capital, based on average allocated capital, is used by the Firm. To derive shareholder value added for the business segments, a 12% (after-tax) cost of capital is deducted from each business segment’s net income, except for JPMorgan Partners, which is charged a 15% (after-tax) cost of capital.
(f)		JPMorgan Chase uses shareholder value added (“SVA”) as its primary measure of profitability for the Firm and each of its business segments. To derive SVA, a non-GAAP financial measure, the Firm deducts the cost of capital from each business segment’s net income. SVA facilitates evaluation of the trade-off between the use of capital by each business unit versus its return to shareholders. The table above provides a reconciliation of consolidated operating earnings to SVA.

Page 8


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


																1QTR 2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over (Under)
	2004			2003			2003			2003			2003			4Q 2003			1Q 2003
REPORTED
Revenue
Investment Banking Fees	$	692		$	846		$	649		$	779		$	616			(18	)%		12	%
Trading Revenue		1,720			754			829			1,546			1,298			128			33
Fees and Commissions		2,933			2,871			2,742			2,551			2,488			2			18
Private Equity Gains (Losses)		306			163			120			(29	)		(221	)		88			NM
Securities Gains		126			29			164			768			485			334			(74	)
Mortgage Fees and Related Income		244			140			8			311			433			74			(44	)
Other Revenue		126			254			188			45			92			(50	)		37
Net Interest Income		2,830			3,011			3,048			3,063			3,215			(6	)		(12	)

Total Revenue		8,977			8,068			7,748			9,034			8,406			11			7

Noninterest Expense		6,059			5,220			5,095			5,832			5,541			16			9

Operating Margin		2,918			2,848			2,653			3,202			2,865			2			2
Provision for Credit Losses		15			139			223			435			743			(89	)		(98	)

Income before Income Tax Expense		2,903			2,709			2,430			2,767			2,122			7			37
Income Tax Expense		973			845			802			940			722			15			35

Net Income	$	1,930		$	1,864		$	1,628		$	1,827		$	1,400			4			38


RECONCILING ITEMS (a)
Revenue
Trading-Related Revenue (b)	$	576		$	518		$	449		$	479		$	683			11			(16	)
Fees and Commissions (c)		(149	)		(184	)		(173	)		(122	)		(169	)		19			12
Other Revenue (c)		(39	)		(29	)		(14	)		(24	)		(4	)		(34	)		NM
Net Interest Income:
Trading-Related (b)		(576	)		(518	)		(449	)		(479	)		(683	)		(11	)		16
Credit Card Securitizations (c)		661			675			658			626			630			(2	)		5

Total Net Interest Income		85			157			209			147			(53	)		(46	)		NM
Total Revenue		473			462			471			480			457			2			4

Noninterest Expense		—			—			—			—			—			NM			NM

Operating Margin		473			462			471			480			457			2			4
Securitized Credit Losses (c)		473			462			471			480			457			2			4

Income before Income Tax Expense		—			—			—			—			—			NM			NM
Income Tax Expense		—			—			—			—			—			NM			NM

Net Income	$	—		$	—		$	—		$	—		$	—			NM			NM


OPERATING
Revenue
Investment Banking Fees	$	692		$	846		$	649		$	779		$	616			(18	)		12
Trading-Related Revenue (Including Trading NII)		2,296			1,272			1,278			2,025			1,981			81			16
Fees and Commissions		2,784			2,687			2,569			2,429			2,319			4			20
Private Equity Gains (Losses)		306			163			120			(29	)		(221	)		88			NM
Securities Gains		126			29			164			768			485			334			(74	)
Mortgage Fees and Related Income		244			140			8			311			433			74			(44	)
Other Revenue		87			225			174			21			88			(61	)		(1	)
Net Interest Income (Excluding Trading NII)		2,915			3,168			3,257			3,210			3,162			(8	)		(8	)

Total Operating Revenue		9,450			8,530			8,219			9,514			8,863			11			7

Noninterest Expense		6,059			5,220			5,095			5,832			5,541			16			9

Operating Margin		3,391			3,310			3,124			3,682			3,322			2			2
Credit Costs		488			601			694			915			1,200			(19	)		(59	)

Income before Income Tax Expense		2,903			2,709			2,430			2,767			2,122			7			37
Income Tax Expense		973			845			802			940			722			15			35

Operating Earnings	$	1,930		$	1,864		$	1,628		$	1,827		$	1,400			4			38

(a)		Represents only those line items on the Consolidated Income Statement impacted by the reclassification of trading-related net interest income and the impact of credit card securitizations.
(b)		The reclassification of trading-related net interest income from Net Interest Income to Trading Revenue primarily impacts the Investment Bank segment results. See page 11 for further information.
(c)		The impact of credit card securitizations impacts Chase Cardmember Services. See page 19 for further information.

Page 9


J.P. MORGAN CHASE & CO. LINES OF BUSINESS FINANCIAL HIGHLIGHTS SUMMARY — OPERATING BASIS (in millions, except ratio data)


																1QTR 2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over (Under)
	2004			2003			2003			2003			2003			4Q 2003			1Q 2003
OPERATING REVENUE
Investment Bank	$	3,979		$	3,046		$	3,160		$	4,202		$	4,010			31	%		(1	)%
Treasury & Securities Services		1,106			1,071			1,007			979			926			3			19
Investment Management & Private Banking		824			822			737			677			641			—			29
JPMorgan Partners		249			105			71			(79	)		(287	)		137			NM
Chase Financial Services		3,414			3,609			3,355			3,975			3,692			(5	)		(8	)
Support Units and Corporate		(122	)		(123	)		(111	)		(240	)		(119	)		1			(3	)

OPERATING REVENUE	$	9,450		$	8,530		$	8,219		$	9,514		$	8,863			11			7


OPERATING EARNINGS
Investment Bank	$	1,110		$	862		$	876		$	1,037		$	897			29			24
Treasury & Securities Services		119			144			140			111			112			(17	)		6
Investment Management & Private Banking		115			100			80			58			27			15			326
JPMorgan Partners		115			23			5			(98	)		(223	)		400			NM
Chase Financial Services		427			559			432			852			648			(24	)		(34	)
Support Units and Corporate		44			176			95			(133	)		(61	)		(75	)		NM

OPERATING EARNINGS	$	1,930		$	1,864		$	1,628		$	1,827		$	1,400			4			38


AVERAGE ALLOCATED CAPITAL
Investment Bank	$	15,973		$	16,966		$	18,937		$	20,130		$	20,871			(6	)		(23	)
Treasury & Securities Services		3,196			2,734			2,616			2,779			2,773			17			15
Investment Management & Private Banking		5,468			5,466			5,537			5,533			5,483			—			—
JPMorgan Partners		4,899			5,541			5,721			5,916			5,985			(12	)		(18	)
Chase Financial Services		9,472			8,972			8,948			8,687			8,489			6			12

TOTAL CAPITAL ALLOCATED TO BUSINESS SEGMENTS		39,008			39,679			41,759			43,045			43,601			(2	)		(11	)
Support Units and Corporate		6,810			4,498			1,372			(286	)		(1,743	)		51			NM

TOTAL AVERAGE ALLOCATED CAPITAL	$	45,818		$	44,177		$	43,131		$	42,759		$	41,858			4			9


RETURN ON AVERAGE ALLOCATED CAPITAL
Investment Bank		28	%		20	%		18	%		21	%		17	%		800	bp		1,100	bp
Treasury & Securities Services		15			21			21			16			16			(600	)		(100	)
Investment Management & Private Banking		8			7			6			4			2			100			600
Chase Financial Services		18			25			19			39			31			(700	)		(1,300	)
RETURN ON AVERAGE COMMON EQUITY		17			17			15			17			13			—			400

Page 10


J.P. MORGAN CHASE & CO. INVESTMENT BANK FINANCIAL HIGHLIGHTS (in millions, except ratios and employees)


																1QTR 2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over (Under)
	2004			2003			2003			2003			2003			4Q 2003			1Q 2003
OPERATING INCOME STATEMENT
REVENUE:
Trading Revenue (Includes Trading NII): (a)
Equities	$	333		$	94		$	95		$	160		$	199			254	%		67	%
Fixed Income and Other		1,937			1,113			1,160			1,868			1,732			74			12

		2,270			1,207			1,255			2,028			1,931			88			18

Investment Banking Fees		682			834			636			765			620			(18	)		10
Net Interest Income		374			463			538			586			690			(19	)		(46	)
Fees and Commissions		485			437			425			401			378			11			28
Securities Gains		129			13			225			444			383			NM			(66	)
All Other Revenue		39			92			81			(22	)		8			(58	)		388

TOTAL OPERATING REVENUE		3,979			3,046			3,160			4,202			4,010			31			(1	)


EXPENSE:
Compensation Expense		1,401			827			970			1,384			1,312			69			7
Noncompensation Expense		943			944			860			956			871			—			8

Operating Expense (Excl. Severance and Related Costs)		2,344			1,771			1,830			2,340			2,183			32			7
Severance and Related Costs		18			67			26			149			105			(73	)		(83	)

TOTAL OPERATING EXPENSE		2,362			1,838			1,856			2,489			2,288			29			3

Operating Margin		1,617			1,208			1,304			1,713			1,722			34			(6	)
Credit Costs		(188	)		(241	)		(181	)		(5	)		245			22			NM
Corporate Credit Allocation		2			(5	)		(10	)		(9	)		(12	)		NM			NM

Operating Income Before Income Tax Expense		1,807			1,444			1,475			1,709			1,465			25			23
Income Tax Expense		697			582			599			672			568			20			23

OPERATING EARNINGS	$	1,110		$	862		$	876		$	1,037		$	897			29			24

Average Allocated Capital	$	15,973		$	16,966		$	18,937		$	20,130		$	20,871			(6	)		(23	)
Average Assets		513,983			511,342			512,025			495,222			525,773			1			(2	)
Return on Average Allocated Capital		28	%		20	%		18	%		21	%		17	%		800	bp		1,100	bp
Overhead Ratio		59			60			59			59			57			(100	)		200
Overhead Ratio Excl. Severance and Related Costs		59			58			58			56			54			100			500
Compensation Expense as a % of Operating Revenue Excl. Severance and Related Costs		35			27			31			33			33			800			200

FULL-TIME EQUIVALENT EMPLOYEES		14,810			14,567			14,289			14,261			14,398			2	%		3	%

Shareholder Value Added:
Operating Earnings	$	1,110		$	862		$	876		$	1,037		$	897			29			24
Less: Preferred Dividends		5			5			5			5			6			—			(17	)

Earnings Applicable to Common Stock		1,105			857			871			1,032			891			29			24
Less: Cost of Capital		477			513			573			603			618			(7	)		(23	)

Total Shareholder Value Added	$	628		$	344		$	298		$	429		$	273			83			130

(a)

Trading revenue, on a reported basis, excludes the impact of net interest income related to IB’s trading activities; this income is recorded within Net interest income. However, in assessing the profitability of IB’s trading business, the Firm combines these revenues for segment reporting. The amount reclassified from Net interest income to Trading revenue was $576 million, $513 million, $451 million, $484 million and $683 million during the quarters ended March 31, 2004, December 31, 2003, September 30, 2003, June 30, 2003 and March 31, 2003, respectively.

Page 11


J.P. MORGAN CHASE & CO. INVESTMENT BANK BUSINESS-RELATED METRICS (in millions)


														1QTR 2004
	1QTR			4QTR		3QTR		2QTR			1QTR			Over (Under)
	2004			2003		2003		2003			2003			4Q 2003			1Q 2003
BUSINESS REVENUE:
INVESTMENT BANKING FEES
Underwriting:
Equity Underwriting	$	177		$	254	$	173	$	163		$	107			(30	)%		65	%
Debt Underwriting		358			423		302		440			353			(15	)		1

Total Underwriting		535			677		475		603			460			(21	)		16
Advisory		147			157		161		162			160			(6	)		(8	)

TOTAL INVESTMENT BANKING FEES		682			834		636		765			620			(18	)		10


CAPITAL MARKETS & LENDING
Fixed Income		2,065			1,368		1,432		2,155			1,966			51			5
Equities		673			341		339		388			431			97			56
Credit Portfolio		347			360		389		274			394			(4	)		(12	)

TOTAL CAPITAL MARKETS & LENDING		3,085			2,069		2,160		2,817			2,791			49			11

TOTAL REVENUE (EXCLUDING GLOBAL TREASURY)		3,767			2,903		2,796		3,582			3,411			30			10
Global Treasury		212			143		364		620			599			48			(65	)

TOTAL REVENUE	$	3,979		$	3,046	$	3,160	$	4,202		$	4,010			31			(1	)


MEMO:
GLOBAL TREASURY
Total Revenue	$	212		$	143	$	364	$	620		$	599			48			(65	)
Total-Return Adjustments		(229	)		79		127		(183	)		(64	)		NM			(258	)

Total-Return Revenue (a)	$	(17	)	$	222	$	491	$	437		$	535			NM			NM


MARKET SHARE / RANKINGS: (b)														Full Year 2003
Global Syndicated Loans		14% / #1			16% / #1		14% / #1		23% / #1			14% / #1		17% / #1
Global Investment-Grade Bonds		8% / #2			8% / #2		9% / #2		8% / #2			8% / #2		8% / #2
Global Equity and Equity-Related		5% / #8			6% / #8		9% / #4		9% / #4			10% / #3		8% / #4
U.S. Equity and Equity-Related		6% / #7			10% / #4		7% / #6		12% / #4			16% / #1		11% / #4
Global Announced M&A (c)		34% / #3			11% / #9		17% / #3		14% / #6			22% / #2		15% / #5

(a)		Total-return revenue (“TRR”), a non-GAAP financial measure, represents revenue plus the change in unrealized gains or losses on investment securities and hedges (included in Other comprehensive income) and internally transfer-priced assets and liabilities. TRR is a supplemental performance measure used by management to analyze performance of Global Treasury on an economic basis. Under the TRR measure all positions are reflected on a mark-to-market basis, thereby reflecting the true economic value of positions in the portfolio. This measure removes the timing differences that result from applying the various GAAP accounting policies.
(b)		Derived from Thomson Financial Securities Data, which reflects 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. Because of joint assignments, market share of all participants will add up to more than 100%.
(c)		First quarter 2004 reflects the announced merger between JPMorgan Chase and Bank One Corporation. Excluding this transaction, the market share would have been 25%, and the ranking would have been #4.

Page 12


J.P. MORGAN CHASE & CO. TREASURY & SECURITIES SERVICES FINANCIAL HIGHLIGHTS (in millions, except ratios and employees)


																1QTR 2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over (Under)
	2004			2003			2003			2003			2003			4Q 2003			1Q 2003
OPERATING INCOME STATEMENT
REVENUE:
Fees and Commissions	$	745		$	676		$	654		$	632		$	598			10	%		25	%
Net Interest Income		313			304			311			307			290			3			8
All Other Revenue		48			91			42			40			38			(47	)		26

TOTAL OPERATING REVENUE		1,106			1,071			1,007			979			926			3			19

EXPENSE:
Compensation Expense		343			320			309			309			312			7			10
Noncompensation Expense		571			503			481			483			449			14			27

Operating Expense (Excl. Severance and Related Costs)		914			823			790			792			761			11			20
Severance and Related Costs		7			23			10			24			4			(70	)		75

TOTAL OPERATING EXPENSE		921			846			800			816			765			9			20

Operating Margin		185			225			207			163			161			(18	)		15
Credit Costs		1			—			(1	)		1			1			NM			—
Corporate Credit Allocation		(2	)		5			10			9			12			NM			NM

Operating Income Before Income Tax Expense		182			230			218			171			172			(21	)		6
Income Tax Expense		63			86			78			60			60			(27	)		5

OPERATING EARNINGS	$	119		$	144		$	140		$	111		$	112			(17	)		6

Average Allocated Capital	$	3,196		$	2,734		$	2,616		$	2,779		$	2,773			17			15
Average Assets		19,757			20,525			18,037			19,334			17,508			(4	)		13
Return on Average Allocated Capital		15	%		21	%		21	%		16	%		16	%		(600	)bp		(100	)bp
Overhead Ratio		83			79			79			83			83			400			—
Assets under Custody (in billions)	$	8,001		$	7,597		$	6,926		$	6,777		$	6,269			5	%		28	%

FULL-TIME EQUIVALENT EMPLOYEES		14,738			14,518			14,174			14,261			14,201			2			4

Shareholder Value Added:
Operating Earnings	$	119		$	144		$	140		$	111		$	112			(17	)		6
Less: Preferred Dividends		1			1			1			—			1			—			—

Earnings Applicable to Common Stock		118			143			139			111			111			(17	)		6
Less: Cost of Capital		96			82			79			84			82			17			17

Total Shareholder Value Added	$	22		$	61		$	60		$	27		$	29			(64	)		(24	)


OPERATING REVENUE BY BUSINESS:
Treasury Services	$	535		$	485		$	497		$	468		$	474			10			13
Investor Services		399			381			370			360			341			5			17
Institutional Trust Services		258			252			233			239			199			2			30
Other		(86	)		(47	)		(93	)		(88	)		(88	)		(83	)		2

Total Treasury & Securities Services	$	1,106		$	1,071		$	1,007		$	979		$	926			3			19

Page 13


J.P. MORGAN CHASE & CO. INVESTMENT MANAGEMENT & PRIVATE BANKING FINANCIAL HIGHLIGHTS (in millions, except ratios and employees)


																1QTR2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over(Under)
	2004			2003			2003			2003			2003			4Q2003			1Q2003
OPERATING INCOME STATEMENT
REVENUE:
Fees and Commissions	$	657		$	617		$	572		$	508		$	510			6	%		29	%
Net Interest Income		117			118			116			116			116			(1	)		1
All Other Revenue		50			87			49			53			15			(43	)		233

TOTAL OPERATING REVENUE		824			822			737			677			641			—			29

EXPENSE:
Compensation Expense		322			307			315			294			287			5			12
Noncompensation Expense		314			328			306			295			299			(4	)		5

TOTAL OPERATING EXPENSE		636			635			621			589			586			—			9

Operating Margin		188			187			116			88			55			1			242
Credit Costs		10			36			(7	)		—			6			(72	)		67

Operating Income Before Income Tax Expense		178			151			123			88			49			18			263
Income Tax Expense		63			51			43			30			22			24			186

OPERATING EARNINGS	$	115		$	100		$	80		$	58		$	27			15			326

Average Tangible Allocated Capital	$	1,316		$	1,318		$	1,389		$	1,385		$	1,338			—			(2	)
Average Goodwill Capital		4,152			4,148			4,148			4,148			4,145			—			—
Average Allocated Capital		5,468			5,466			5,537			5,533			5,483			—			—
Average Assets		35,259			34,108			33,255			33,987			33,634			3			5
Return on Tangible Allocated Capital (a)		36	%		30	%		23	%		17	%		8	%		600	bp		2,800	bp
Return on Average Allocated Capital		8			7			6			4			2			100			600
Overhead Ratio		77			77			84			87			91			—			(1,400	)

FULL-TIME EQUIVALENT EMPLOYEES		7,922			7,853			7,831			8,010			7,647			1	%		4	%

Shareholder Value Added:
Operating Earnings	$	115		$	100		$	80		$	58		$	27			15			326
Less: Preferred Dividends		2			2			2			2			2			—			—

Earnings Applicable to Common Stock		113			98			78			56			25			15			352
Less: Cost of Tangible Allocated Capital		36			37			39			39			37			(3	)		(3	)

Tangible Shareholder Value Added (a)		77			61			39			17			(12	)		26			NM
Less: Cost of Goodwill Capital		127			129			128			126			125			(2	)		2

Shareholder Value Added	$	(50	)	$	(68	)	$	(89	)	$	(109	)	$	(137	)		26			64

(a)

The Firm uses return on tangible allocated capital and tangible shareholder value added, non-GAAP financial measures, as two of several measures to evaluate the economics of the IMPB business segment. Return on tangible allocated capital and tangible shareholder value added measure return on an economic capital basis (that is, on a basis that takes into account the operational, business, credit and other risks to which this business is exposed, including the level of assets) but excludes the capital allocated for goodwill. The Firm utilizes these measures to facilitate operating comparisons to other competitors.

Page 14


J.P. MORGAN CHASE & CO. INVESTMENT MANAGEMENT & PRIVATE BANKING ASSETS UNDER SUPERVISION (in billions)


											1QTR2004
	1QTR		4QTR		3QTR		2QTR		1QTR		Over(Under)
	2004(a)		2003		2003		2003		2003		4Q2003			1Q2003
Asset Class:
Liquidity	$	164	$	160	$	149	$	140	$	144		3	%		14	%
Fixed Income		144		144		146		150		144		—			—
Equities and Other		276		255		232		222		207		8			33

Assets under Management		584		559		527		512		495		4			18
Custody / Brokerage / Administration / Deposits		213		199		193		182		127		7			68

Total Assets under Supervision	$	797	$	758	$	720	$	694	$	622		5			28


Client Segment:
Retail
Assets under Management	$	112	$	101	$	88	$	84	$	72		11			56
Custody / Brokerage / Administration / Deposits		78		71		66		61		17		10			359

Assets under Supervision		190		172		154		145		89		10			113
Private Bank
Assets under Management		141		138		132		130		125		2			13
Custody / Brokerage / Administration / Deposits		135		128		127		121		110		5			23

Assets under Supervision		276		266		259		251		235		4			17
Institutional
Assets under Management		331		320		307		298		298		3			11

Total Assets under Supervision	$	797	$	758	$	720	$	694	$	622		5			28


Geographic Region:
Americas
Assets under Management	$	370	$	360	$	348	$	348	$	350		3			6
Custody / Brokerage / Administration / Deposits		183		170		165		155		99		8			85

Assets under Supervision		553		530		513		503		449		4			23
Europe, Middle East & Africa and Asia/Pacific
Assets under Management		214		199		179		164		145		8			48
Custody / Brokerage / Administration / Deposits		30		29		28		27		28		3			7

Assets under Supervision		244		228		207		191		173		7			41

Total Assets under Supervision	$	797	$	758	$	720	$	694	$	622		5			28

(a)

Estimated

Page 15


J.P. MORGAN CHASE & CO. JPMORGAN PARTNERS FINANCIAL HIGHLIGHTS (in millions, except employees)


																1QTR2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over(Under)
	2004			2003			2003			2003			2003			4Q2003			1Q2003
OPERATING INCOME STATEMENT
REVENUE:
Direct Investments:
Realized Gains	$	302		$	202		$	134		$	153		$	46			50	%		NM
Write-ups / (Write-downs / Write-offs)		(23	)		(52	)		1			(177	)		(176	)		56			87	%
Mark-to-Market Gains (Losses) (a)		25			48			26			147			(6	)		(48	)		NM

Total Direct Investments		304			198			161			123			(136	)		54			NM
Private Third-Party Fund Investments		(8	)		(39	)		(41	)		(145	)		(94	)		79			91

Total Private Equity Gains (Losses) (b)		296			159			120			(22	)		(230	)		86			NM
Net Interest Income (Loss)		(59	)		(65	)		(61	)		(67	)		(71	)		9			17
Fees and Other Revenue		12			11			12			10			14			9			(14	)

TOTAL OPERATING REVENUE		249			105			71			(79	)		(287	)		137			NM

EXPENSE:
Compensation Expense		38			33			32			35			34			15			12
Noncompensation Expense		32			38			33			40			29			(16	)		10

TOTAL OPERATING EXPENSE		70			71			65			75			63			(1	)		11

Operating Income (Loss) Before Income Tax Expense		179			34			6			(154	)		(350	)		426			NM
Income Tax Expense (Benefit)		64			11			1			(56	)		(127	)		482			NM

OPERATING EARNINGS (LOSS)	$	115		$	23		$	5		$	(98	)	$	(223	)		400			NM

Average Allocated Capital	$	4,899		$	5,541		$	5,721		$	5,916		$	5,985			(12	)		(18	)
Average Assets		7,780			8,199			8,653			9,008			9,428			(5	)		(17	)

FULL-TIME EQUIVALENT EMPLOYEES		302			316			325			329			342			(4	)		(12	)

Shareholder Value Added:
Operating Earnings (Loss)	$	115		$	23		$	5		$	(98	)	$	(223	)		400			NM
Less: Preferred Dividends		2			2			2			2			2			—			—

Earnings (Loss) Applicable to Common Stock		113			21			3			(100	)		(225	)		438			NM
Less: Cost of Capital		182			210			216			220			221			(13	)		(18	)

Total Shareholder Value Added	$	(69	)	$	(189	)	$	(213	)	$	(320	)	$	(446	)		63			85

(a)		Includes mark-to-market gains (losses) and reversals of mark-to-market gains (losses) due to public securities sales.
(b)		Includes the impact of portfolio hedging activities.

Page 16


J.P. MORGAN CHASE & CO. JPMORGAN PARTNERS INVESTMENT PORTFOLIO — PRIVATE AND PUBLIC SECURITIES (in millions, except ratios)


																Mar 31, 2004
																Over (Under)
	Mar31			Dec 31			Sep 30			Jun 30			Mar 31			Dec 31			Mar 31
	2004			2003			2003			2003			2003			2003			2003
PORTFOLIO INFORMATION

Public Securities (46 companies)(a)
Carrying Value	$	697		$	643		$	705		$	591		$	478			8	%		46	%
Cost		520			451			560			531			624			15			(17	)
Quoted Public Value		1,107			994			1,083			868			685			11			62

Private Direct Securities (791 companies)(a)
Carrying Value		5,177			5,508			5,686			5,766			5,912			(6	)		(12	)
Cost		6,562			6,960			7,188			7,351			7,439			(6	)		(12	)

Private Third-Party Fund Investments (234 funds)(a)(b)
Carrying Value		961			1,099			1,406			1,544			1,780			(13	)		(46	)
Cost		1,512			1,736			2,020			2,121			2,360			(13	)		(36	)

Total Investment Portfolio — Carrying Value	$	6,835		$	7,250		$	7,797		$	7,901		$	8,170			(6	)		(16	)

Total Investment Portfolio — Cost	$	8,594		$	9,147		$	9,768		$	10,003		$	10,423			(6	)		(18	)

% of Portfolio to the Firm’s Common Equity		15	%		16	%		18	%		18	%		19	%		(100	)bp		(400	)bp

% of Portfolio to the Firm’s Common Equity — Adjusted (c)		14	%		15	%		17	%		18	%		20	%		(100	)		(600	)

(a)		Represents the number of companies and funds at March 31, 2004.
(b)		Unfunded commitments to private third-party equity funds were $1.2 billion at March 31, 2004.
(c)		For purposes of calculating this ratio, the JPMP carrying value excludes the post-December 31, 2002 impact of public mark-to-market valuation adjustments, and the Firm’s common equity excludes SFAS 115 equity balances. These adjustments are made to track, on a consistent basis, JPMP’s progress in reducing the carrying values of the portfolio to a level that does not exceed 10% of the Firm’s common equity.

Page 17


J.P. MORGAN CHASE & CO. CHASE FINANCIAL SERVICES FINANCIAL HIGHLIGHTS (in millions, except ratios and employees)


																1QTR2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over(Under)
	2004			2003			2003			2003			2003			4Q2003			1Q2003
OPERATING INCOME STATEMENT
REVENUE:
Net Interest Income	$	2,245		$	2,447		$	2,470		$	2,402		$	2,300			(8	)%		(2	)%
Fees and Commissions		876			948			897			893			825			(8	)		6
Securities Gains (Losses)		—			18			(62	)		324			102			NM			NM
Mortgage Fees and Related Income		241			137			8			310			432			76			(44	)
All Other Revenue		52			59			42			46			33			(12	)		58

TOTAL OPERATING REVENUE		3,414			3,609			3,355			3,975			3,692			(5	)		(8	)

EXPENSE:
Compensation Expense		766			698			691			756			720			10			6
Noncompensation Expense		1,170			1,114			1,076			1,055			1,064			5			10

Operating Expense (Excl. Severance and Related Costs)		1,936			1,812			1,767			1,811			1,784			7			9
Severance and Related Costs		63			53			26			1			14			19			350

TOTAL OPERATING EXPENSE		1,999			1,865			1,793			1,812			1,798			7			11

Operating Margin		1,415			1,744			1,562			2,163			1,894			(19	)		(25	)
Credit Costs		748			855			883			817			877			(13	)		(15	)

Operating Income Before Income Tax Expense		667			889			679			1,346			1,017			(25	)		(34	)
Income Tax Expense		240			330			247			494			369			(27	)		(35	)

OPERATING EARNINGS	$	427		$	559		$	432		$	852		$	648			(24	)		(34	)

Average Allocated Capital	$	9,472		$	8,972		$	8,948		$	8,687		$	8,489			6			12
Return on Average Allocated Capital		18	%		25	%		19	%		39	%		31	%		(700	)bp		(1,300	)bp
Overhead Ratio		59			52			53			46			49			700			1,000

FULL-TIME EQUIVALENT EMPLOYEES		45,306			46,111			46,184			45,221			44,264			(2	)%		2	%

Shareholder Value Added:
Operating Earnings	$	427		$	559		$	432		$	852		$	648			(24	)		(34	)
Less: Preferred Dividends		3			3			3			2			3			—			—

Earnings Applicable to Common Stock		424			556			429			850			645			(24	)		(34	)
Less: Cost of Capital		283			271			271			260			251			4			13

Total Shareholder Value Added	$	141		$	285		$	158		$	590		$	394			(51	)		(64	)


RECONCILIATION OF AVERAGE LOANS TO AVERAGE MANAGED LOANS
Average Loans	$	153,416		$	158,923		$	160,324		$	151,861		$	142,209			(3	)		8
Average Credit Card Securitizations		33,357			33,445			32,497			31,665			31,834			—			5

Average Managed Loans	$	186,773		$	192,368		$	192,821		$	183,526		$	174,043			(3	)		7


RECONCILIATION OF AVERAGE ASSETS TO AVERAGE MANAGED ASSETS
Average Assets	$	174,218		$	184,215		$	190,927		$	185,673		$	170,570			(5	)		2
Average Credit Card Securitizations		33,357			33,445			32,497			31,665			31,834			—			5

Average Managed Assets	$	207,575		$	217,660		$	223,424		$	217,338		$	202,404			(5	)		3

Page 18


J.P. MORGAN CHASE & CO. CHASE FINANCIAL SERVICES BUSINESS FINANCIAL HIGHLIGHTS (in millions)


														1QTR2004
	1QTR			4QTR			3QTR			2QTR		1QTR		Over(Under)
	2004			2003			2003			2003		2003		4Q2003			1Q2003
CHASE FINANCIAL SERVICES’ BUSINESSES
CHASE HOME FINANCE:
Operating Revenue:
Operating Revenue (Excl. MSR Hedging Revenue) (a)	$	820		$	950		$	688		$	1,100	$	1,062		(14	)%		(23	)%
MSR Hedging Revenue (a)		(7	)		(83	)		(6	)		233		86		92			NM

Total	$	813		$	867		$	682		$	1,333	$	1,148		(6	)		(29	)
Operating Expense		478			484			445			400		382		(1	)		25
Operating Earnings		221			237			117			561		424		(7	)		(48	)
CHASE CARDMEMBER SERVICES – REPORTED:
Revenue	$	1,089		$	1,158		$	1,099		$	1,031	$	1,004		(6	)		8
Expense		605			561			557			543		539		8			12
Provision for Credit Losses		233			330			234			232		238		(29	)		(2	)
Net Income		162			172			198			165		146		(6	)		11
CHASE CARDMEMBER SERVICES – OPERATING: (b)
Revenue	$	1,562		$	1,620		$	1,570		$	1,511	$	1,461		(4	)		7
Expense		605			561			557			543		539		8			12
Credit Costs		706			792			705			712		695		(11	)		2
Earnings		162			172			198			165		146		(6	)		11
CHASE AUTO FINANCE:
Operating Revenue	$	166		$	207		$	216		$	221	$	198		(20	)		(16	)
Operating Expense		81			77			74			73		68		5			19
Operating Earnings		30			53			49			66		37		(43	)		(19	)
CHASE REGIONAL BANKING:
Operating Revenue	$	635		$	653		$	636		$	657	$	630		(3	)		1
Operating Expense		635			645			580			585		576		(2	)		10
Operating Earnings (Loss)		(15	)		(5	)		12			35		27		(200	)		NM
CHASE MIDDLE MARKET:
Operating Revenue	$	343		$	359		$	362		$	354	$	362		(4	)		(5	)
Operating Expense		219			211			229			222		216		4			1
Operating Earnings		80			92			66			78		87		(13	)		(8	)

(a)		MSR represents Mortgage Servicing Rights.
(b)		See page 9 for a reconciliation of JPMorgan Chase’s results on a reported basis to the operating basis.

Page 19


J.P. MORGAN CHASE & CO. CHASE FINANCIAL SERVICES BUSINESS-RELATED METRICS (in billions, except ratios and where otherwise noted)


																1QTR 2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over (Under)
	2004			2003			2003			2003			2003			4Q 2003			1Q 2003
Chase Home Finance
Origination Volume by Channel: Retail, Wholesale and Correspondent	$	30		$	37		$	68		$	55		$	41			(19	)%		(27	)%
Correspondent Negotiated Transactions		8			14			25			23			21			(43	)		(62	)
Origination Volume by Product: First Mortgage		31			44			86			72			58			(30	)		(47	)
Home Equity		7			7			7			6			4			—			75
Loans Serviced (EOP)		475			470			455			437			432			1			10
End-of-Period Outstandings		75.0			73.7			85.8			74.5			67.3			2			11
Total Average Loans Owned		72.1			79.4			80.6			71.2			64.4			(9	)		12
Number of Customers (in millions)		4.1			4.1			4.0			3.9			4.0			—			2
MSR Carrying Value		4.2			4.8			4.0			3.0			3.2			(13	)		31
30+ Day Delinquency Rate		1.32	%		1.81	%		2.05	%		2.23	%		2.31	%		(49	) bp		(99	) bp
Net Charge-Off Ratio		0.16			0.19			0.15			0.18			0.20			(3	)		(4	)
Overhead Ratio		59			56			65			30			33			300			2,600

Chase Cardmember Services – Reported Basis
Average Outstandings	$	17.2		$	16.6		$	17.3		$	18.1		$	19.0			4	%		(9	)%
30+ Day Delinquency Rate		3.18	%		3.34	%		3.33	%		3.20	%		3.41	%		(16	) bp		(23	) bp
Net Charge-Off Ratio		6.33			6.68			6.28			6.25			6.17			(35	)		16
Overhead Ratio		56			48			51			53			54			800			200

Chase Cardmember Services – Managed Basis
End-of-Period Outstandings	$	51.0		$	52.3		$	50.9		$	51.0		$	50.6			(2	)%		1	%
Average Outstandings		51.6			51.1			50.9			50.7			50.9			1			1
Total Volume (a)		22.0			23.9			22.9			22.2			20.7			(8	)		6
New Accounts (in millions)		1.0			1.0			1.1			1.0			1.1			—			(9	)
Active Accounts (in millions)		16.5			16.5			16.3			16.4			16.5			—			—
Total Accounts (in millions)		30.8			30.8			30.6			30.3			29.8			—			3
Credit Cards Issued		35.4			35.3			34.8			34.3			33.9			—			4
30+ Day Delinquency Rate		4.43	%		4.68	%		4.62	%		4.40	%		4.59	%		(25	) bp		(16	) bp
Net Charge-Off Ratio		5.80			5.76			5.83			6.02			5.95			4			(15	)
Overhead Ratio		39			35			35			36			37			400			200

Chase Auto Finance
Loan and Lease Receivables	$	44.0		$	43.2		$	42.8		$	41.7		$	41.1			2	%		7	%
Average Loan and Lease Receivables		44.3			43.5			42.1			41.7			39.6			2			12
Automobile Origination Volume (b)		6.8			5.5			7.0			7.9			7.4			24			(8	)
Automobile Market Share (Year-to-Date)		6.1	%		6.1	%		6.6	%		6.8	%		6.7	%		—	bp		(60	) bp
30+ Day Delinquency Rate		1.10			1.46			1.16			1.14			1.27			(36	)		(17	)
Net Charge-Off Ratio		0.36			0.39			0.41			0.37			0.48			(3	)		(12	)
Overhead Ratio		49			37			34			33			34			1,200			1,500

Chase Regional Banking
Total Average Deposits	$	79.9		$	77.1		$	76.0		$	74.5		$	72.6			4	%		10	%
Total Client Assets (c)		118.4	(d)		111.1			109.5			108.1			105.3			7			12
Number of Branches		532			529			528			527			527			1			1
Number of ATMs		1,718			1,730			1,740			1,735			1,870			(1	)		(8	)
Overhead Ratio		100	%		99	%		91	%		89	%		91	%		100	bp		900	bp

Chase Middle Market
Total Average Loans	$	13.8		$	13.5		$	14.3		$	14.3		$	14.4			2	%		(4	)%
Total Average Deposits		31.6			28.9			29.1			27.2			28.4			9			11
Nonperforming Average Loans as a % of Total Average Loans		0.91	%		1.00	%		1.12	%		1.24	%		1.41	%		(9	) bp		(50	) bp
Net Charge-Off Ratio		(0.03	)		0.16			0.61			0.40			0.75			(19	)		(78	)
Overhead Ratio		64			59			63			63			60			500			400

(a)		Sum of total customer purchases, cash advances and balance transfers.
(b)		Excludes amounts related to Chase Education Finance.
(c)		Deposits, money market funds and/or investment assets (including annuities).
(d)		Estimated

Page 20

(JPMORGANCHASE)

CREDIT-RELATED INFORMATION


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


													March 31, 2004
													Over (Under)
	Mar 31		Dec 31			Sep 30			Jun 30		Mar 31		Dec 31			Mar 31
	2004		2003			2003			2003		2003		2003			2003
CREDIT EXPOSURE
Commercial Loans:
Loans — U.S. (a)	$	47,273	$	52,024		$	58,082		$	55,693	$	54,156		(9)	%		(13)	%
Loans — Non-U.S.		31,942		31,073			30,326			35,363		34,290		3			(7	)

Total Commercial Loans — Reported		79,215		83,097			88,408			91,056		88,446		(5	)		(10	)
Consumer Loans:
1-4 Family Residential Mortgages — First Liens		54,284		54,460			68,873			57,593		51,711		—			5
Home Equity		21,617		19,252			16,981			17,327		15,363		12			41

1-4 Family Residential Mortgages		75,901		73,712			85,854			74,920		67,074		3			13
Credit Card — Reported		15,975		16,793			16,015			16,578		17,509		(5	)		(9	)
Automobile Financings		39,118		38,695			38,867			38,151		36,865		1			6
Other Consumer		7,421		7,221			7,057			6,689		7,577		3			(2	)

Total Consumer Loans — Reported		138,415		136,421			147,793			136,338		129,025		1			7
Total Loans — Reported		217,630		219,518			236,201			227,394		217,471		(1	)		—
Credit Card Securitizations		34,478		34,856			34,315			33,789		32,377		(1	)		6

Total Loans — Managed		252,108		254,374			270,516			261,183		249,848		(1	)		1
Derivative Receivables		58,434		83,751			83,787			93,602		86,649		(30	)		(33	)
Other Receivables		108		108			108			108		108		—			—
Commercial Lending-Related Commitments (b)		218,287		215,758	(f)		209,042	(g)		229,119		230,698		1			(5	)

TOTAL (c)	$	528,937	$	553,991		$	563,453		$	584,012	$	567,303		(5	)		(7	)

Memo: Total by Category
Total Commercial Exposure (d)	$	356,044	$	382,714		$	381,345		$	413,885	$	405,901		(7	)		(12	)
Total Consumer Managed Loans (c) (e)		172,893		171,277			182,108			170,127		161,402		1			7

Total	$	528,937	$	553,991		$	563,453		$	584,012	$	567,303		(5	)		(7	)

(a)		Includes $1.3 billion, $5.8 billion and $10.9 billion at March 31, 2004, December 31, 2003 and September 30, 2003, respectively, of exposure related to consolidated variable interest entities in accordance with FIN 46, of which $4.8 billion at December 31, 2003 and $10.4 billion at September 30, 2003, is associated with multi-seller asset-backed commercial paper conduits. None of this exposure at March 31, 2004 is associated with multi-seller asset-backed commercial paper conduits.
(b)		Includes unused advised lines of credit of $20 billion at March 31, 2004.
(c)		Excludes consumer lending-related commitments.
(d)		Represents Total Commercial Loans, Derivative Receivables, Other Receivables and Commercial Lending-Related Commitments.
(e)		Represents Total Consumer Loans plus Credit Card Securitizations.
(f)		Total commitments related to asset-backed commercial paper conduits consolidated in accordance with FIN 46 are $9.8 billion at December 31, 2003, of which $3.5 billion is included in Lending-Related Commitments. The remaining $6.3 billion of commitments to these variable interest entities were excluded as their underlying assets are reported as follows: $4.8 billion in Loans-U.S., and $1.5 billion in Available-for-Sale Securities.
(g)		Total commitments related to asset-backed commercial paper conduits consolidated in accordance with FIN 46 are $18.7 billion at September 30, 2003, of which $6.8 billion is included in Lending-Related Commitments. The remaining $11.9 billion of commitments to these variable interest entities were excluded as their underlying assets are reported as follows: $10.4 billion in Loans-U.S., and $1.5 billion in Available-for-Sale Securities.

Page 21


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


																					Mar 31, 2004
																					Over (Under)
	Mar 31				Dec 31				Sep 30				Jun 30				Mar 31				Dec 31			Mar 31
	2004				2003				2003				2003				2003				2003			2003
COMMERCIAL CREDIT EXPOSURE
Total Commercial Loans	$	79,215			$	83,097			$	88,408			$	91,056			$	88,446				(5	)%		(10	)%
Derivative Receivables		58,434				83,751				83,787				93,602				86,649				(30	)		(33	)
Other Receivables		108				108				108				108				108				—			—
Commercial Lending-Related Commitments		218,287				215,758				209,042				229,119				230,698				1			(5	)

Credit Exposure (a)	$	356,044	100	%	$	382,714	100	%	$	381,345	100	%	$	413,885	100	%	$	405,901	100	%		(7	)		(12	)

Risk Profile of Credit Exposure:
Investment-Grade	$	293,458	82%	(c)	$	316,053	83%	(c)	$	316,523	83%	(c)	$	345,330	83	%	$	332,601	82	%		(7	)		(12	)
Noninvestment-Grade:
Noncriticized		54,868	15	%		57,782	15	%		53,457	14	%		55,711	14	%		58,731	14	%		(5	)		(7	)
Criticized Performing		5,224	2	%		6,457	1	%		8,240	2	%		9,479	2	%		10,865	3	%		(19	)		(52	)
Criticized Nonperforming		2,163	1	%		2,400	1	%		3,104	1	%		3,364	1	%		3,703	1	%		(10	)		(42	)
Purchased Held for Sale Commercial Loans (b)		331	0	%		22	0	%		21	0	%		1	0	%		1	0	%		NM			NM

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

Noninvestment-Grade Noncriticized: BB+ / Ba1 to B- / B3

Criticized: CCC+ / Caa1 & below

(a)		Credit exposure is net of risk participations, and effective January 1, 2004, the Firm elected to net cash paid and received under credit support annexes to legally enforceable master netting agreements. Credit exposure does not reflect the benefit of credit derivative hedges or, prior to January 1, 2004, liquid collateral held against derivatives contracts.
(b)		Represents distressed commercial loans purchased as part of the IB’s proprietary investing activities.
(c)		Investment-Grade includes $1.3 billion, $5.8 billion and $10.9 billion at March 31, 2004, December 31, 2003 and September 30, 2003, respectively, of loan exposure related to consolidated variable interest entities in accordance with FIN 46.

Page 22


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


																Mar 31, 2004
																Over (Under)
	Mar 31			Dec 31			Sep 30			Jun 30			Mar 31			Dec 31			Mar 31
	2004			2003			2003			2003			2003			2003			2003
NONPERFORMING ASSETS AND RATIOS
Commercial Loans:
Loans — U.S.	$	976		$	1,092		$	1,465		$	1,827		$	2,061			(11)	%		(53)	%
Loans — Non-U.S.		839			947			1,271			1,153			1,257			(11	)		(33	)

TOTAL COMMERCIAL LOANS (EXCLUDING PURCHASED HFS LOANS)		1,815			2,039			2,736			2,980			3,318			(11	)		(45	)
Consumer Loans:
1-4 Family Residential Mortgages — First Liens		285			291			293			275			270			(2	)		6
Home Equity		59			58			57			55			58			2			2

1-4 Family Residential Mortgages		344			349			350			330			328			(1	)		5
Credit Card — Reported		10			11			13			13			14			(9	)		(29	)
Automobile Financings		107			119			113			111			112			(10	)		(4	)
Other Consumer		58			66			70			66			66			(12	)		(12	)

TOTAL CONSUMER LOANS		519			545			546			520			520			(5	)		—
TOTAL LOANS (EXCLUDING PURCHASED HFS COMMERCIAL LOANS)		2,334			2,584			3,282			3,500			3,838			(10	)		(39	)
Derivative Receivables		240			253			260			276			277			(5	)		(13	)
Other Receivables		108			108			108			108			108			—			—
Assets Acquired in Loan Satisfactions		200			216			203			227			225			(7	)		(11	)

TOTAL NONPERFORMING ASSETS (EXCLUDING PURCHASED HFS COMMERCIAL LOANS)	$	2,882		$	3,161		$	3,853		$	4,111		$	4,448			(9	)		(35	)

PURCHASED HELD FOR SALE COMMERCIAL LOANS (a)	$	331		$	22		$	21		$	1		$	1			NM			NM

TOTAL NONPERFORMING ASSETS (EXCLUDING PURCHASED HFS COMMERCIAL LOANS) TO TOTAL ASSETS		0.36	%		0.41	%		0.49	%		0.51	%		0.59	%		(5)	bp		(23)	bp

PAST DUE 90 DAYS AND OVER AND ACCRUING
Commercial Loans:
Loans — U.S.	$	56		$	41		$	35		$	35		$	37			37	%		51	%
Loans — Non-U.S.		26			5			2			—			2			420			NM

TOTAL COMMERCIAL LOANS — REPORTED		82			46			37			35			39			78			110
Consumer Loans:
1-4 Family Residential Mortgages — First Liens		—			—			—			—			—			NM			NM
Home Equity		—			—			—			—			—			NM			NM

1-4 Family Residential Mortgages		—			—			—			—			—			NM			NM
Credit Card — Reported		230			248			229			229			269			(7	)		(14	)
Automobile Financings		—			—			—			—			—			NM			NM
Other Consumer		19			21			21			21			22			(10	)		(14	)

TOTAL CONSUMER LOANS — REPORTED		249			269			250			250			291			(7	)		(14	)
TOTAL LOANS — REPORTED		331			315			287			285			330			5			—
Credit Card Securitizations		854			879			814			792			808			(3	)		6

TOTAL LOANS — MANAGED		1,185			1,194			1,101			1,077			1,138			(1	)		4
Derivative Receivables		—			—			—			—			—			NM			NM

TOTAL CREDIT PORTFOLIO	$	1,185		$	1,194		$	1,101		$	1,077		$	1,138			(1	)		4

(a)

Represents distressed commercial loans purchased as part of the IB’s proprietary investing activities.

Page 23


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


																1QTR 2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over (Under)
	2004			2003			2003			2003			2003			4Q 2003			1Q 2003
NET CHARGE-OFFS
Commercial Loans:
Loans — U.S.	$	11		$	1		$	194		$	185		$	118			NM			(91)	%
Loans — Non-U.S.		91			7			65			72			174			NM			(48	)

Total Commercial Loans — Reported		102			8			259			257			292			NM			(65	)
Consumer Loans:
1-4 Family Residential Mortgages — First Liens		2			9			4			5			5			(78)	%		(60	)
Home Equity		3			1			1			6			2			200			50

1-4 Family Residential Mortgages		5			10			5			11			7			(50	)		(29	)
Credit Card — Reported		257			266			263			268			275			(3	)		(7	)
Automobile Financings		40			43			43			39			46			(7	)		(13	)
Other Consumer		40			47			44			39			50			(15	)		(20	)

Total Consumer Loans — Reported		342			366			355			357			378			(7	)		(10	)
Total Loans — Reported		444			374			614			614			670			19			(34	)
Credit Card Securitizations		473			462			471			480			457			2			4

Total Loans — Managed		917			836			1,085			1,094			1,127			10			(19	)
Commercial Lending-Related Commitments		—			—			—			—			—			NM			NM

TOTAL CREDIT PORTFOLIO	$	917		$	836		$	1,085		$	1,094		$	1,127			10			(19	)

NET CHARGE-OFF RATES — ANNUALIZED
Commercial Loans:
Loans — U.S. (a)		0.09	%		0.01	%		1.21	%		1.40	%		0.86	%		8	bp		(77)	bp
Loans — Non-U.S.		1.18			0.09			0.84			0.88			2.07			109			(89	)
Total Commercial Loans — Reported (a)		0.50			0.04			1.09			1.20			1.32			46			(82	)
Consumer Loans:
1-4 Family Residential Mortgages — First Liens		0.02			0.06			0.02			0.04			0.04			(4	)		(2	)
Home Equity		0.06			0.02			0.02			0.15			0.05			4			1
1-4 Family Residential Mortgages		0.03			0.05			0.02			0.06			0.04			(2	)		(1	)
Credit Card — Reported		6.30			6.66			6.26			6.22			6.17			(36	)		13
Automobile Financings		0.41			0.43			0.45			0.41			0.53			(2	)		(12	)
Other Consumer		2.06			2.56			2.53			2.15			2.54			(50	)		(48	)
Total Consumer Loans — Reported		1.01			1.02			0.98			1.07			1.21			(1	)		(20	)
Total Loans — Reported		0.82			0.64			1.03			1.12			1.26			18			(44	)
Credit Card Securitizations		5.53			5.31			5.57			5.90			5.82			22			(29	)
Total Loans — Managed		1.46			1.25			1.59			1.74			1.85			21			(39	)
Lending-Related Commitments		—			—			—			—			—			—			—
TOTAL CREDIT PORTFOLIO		0.79			0.69			0.88			0.91			0.95			10			(16	)
Memo: Credit Card — Managed		5.78			5.74			5.80			6.01			5.95			4			(17	)

(a)

Reflects the impact of consolidated variable interest entities in accordance with FIN 46. Excluding the exposures related to the FIN 46 adoption, the net charge-off rate would have been 0.10% for Loans-U.S. and 0.53% for Total Commercial Loans for the first quarter of 2004, unchanged for the fourth quarter of 2003, and 1.49% for Loans-U.S. and 1.24% for Total Commercial Loans for the third quarter of 2003.

Page 24


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


																1QTR 2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over (Under)
	2004			2003			2003			2003			2003			4Q 2003			1Q 2003
SUMMARY OF CHANGES IN THE ALLOWANCE
LOANS:
Beginning Balance	$	4,523		$	4,753		$	5,087		$	5,215		$	5,350			(5)	%		(15)	%
Net Charge-Offs		(444	)		(374	)		(614	)		(614	)		(670	)		(19	)		34
Provision for Loan Losses		42			144			278			487			670			(71	)		(94	)
Other		(1	)		—			2			(1	)		(135	)		NM			99

Ending Balance	$	4,120		$	4,523		$	4,753		$	5,087		$	5,215			(9	)		(21	)

LENDING-RELATED COMMITMENTS:
Beginning Balance	$	324		$	329		$	384		$	436		$	363			(2	)		(11	)
Net Charge-Offs		—			—			—			—			—			NM			NM
Provision for Lending-Related Commitments		(27	)		(5	)		(55	)		(52	)		73			(440	)		NM
Other		—			—			—			—			—			NM			NM

Ending Balance	$	297		$	324		$	329		$	384		$	436			(8	)		(32	)

ALLOWANCE COMPONENTS AND RATIOS
LOANS:
Commercial — Specific	$	716		$	917		$	1,096		$	1,371		$	1,528			(22	)		(53	)
Commercial — Expected		411			454			481			548			590			(9	)		(30	)

Total Commercial		1,127			1,371			1,577			1,919			2,118			(18	)		(47	)
Consumer Expected		2,177			2,257			2,234			2,226			2,255			(4	)		(3	)

Total Specific and Expected		3,304			3,628			3,811			4,145			4,373			(9	)		(24	)
Residual Component		816			895			942			942			842			(9	)		(3	)

Total Allowance for Loan Losses	$	4,120		$	4,523		$	4,753		$	5,087		$	5,215			(9	)		(21	)

LENDING-RELATED COMMITMENTS:
Commercial — Specific	$	146		$	172		$	187		$	252		$	305			(15	)		(52	)
Commercial — Expected		104			105			95			85			84			(1	)		24

Total Specific and Expected		250			277			282			337			389			(10	)		(36	)
Residual Component		47			47			47			47			47			—			—

Total Allowance for Lending-Related Commitments	$	297		$	324		$	329		$	384		$	436			(8	)		(32	)

Total Allowance for Credit Losses	$	4,417		$	4,847		$	5,082		$	5,471		$	5,651			(9	)		(22	)

Allowance for Loan Losses to Total Loans (a)		1.90 %	(b)		2.06 %	(b)		2.01 %	(b)		2.24	%		2.40	%		(16)	bp		(50)	bp
Allowance for Loan Losses to Total Nonperforming Loans (a)		177			175			145			145			136			200			4,100
Allowance for Loan Losses to Total Nonperforming Assets (a)		143			143			123			124			117			—			2,600
CREDIT COSTS
Loans:
Commercial	$	(141	)	$	(197	)	$	(85	)	$	58		$	194			28	%		NM
Consumer		262			388			363			329			411			(32	)		(36)	%

Total Specific and Expected		121			191			278			387			605			(37	)		(80	)
Residual Component		(79	)		(47	)		—			100			65			(68	)		NM

Total Provision for Loan Losses		42			144			278			487			670			(71	)		(94	)

Lending-Related Commitments:
Commercial		(27	)		(5	)		(55	)		(52	)		65			(440	)		NM
Residual Component		—			—			—			—			8			NM			NM

Total Provision for Lending-Related Commitments		(27	)		(5	)		(55	)		(52	)		73			(440	)		NM

Provision for Credit Losses		15			139			223			435			743			(89	)		(98	)
Securitized Credit Losses		473			462			471			480			457			2			4

Total Managed Credit Costs	$	488		$	601		$	694		$	915		$	1,200			(19	)		(59	)

(a)		Excludes purchased held for sale commercial loans.
(b)		Reflects the impact of consolidated variable interest entities in accordance with FIN 46. Excluding the exposures related to the FIN 46 adoption, the ratio would have been 1.91%, 2.12% and 2.11% at March 31, 2004, December 31, 2003 and September 30, 2003, respectively.

Page 25

(JPMORGANCHASE LOGO)

SUPPLEMENTAL DETAIL

J.P. MORGAN CHASE & CO.
CAPITAL

(JPMORGANCHASE LOGO)


																		1QTR 2004
	1QTR				4QTR			3QTR			2QTR				1QTR			Over (Under)
	2004				2003			2003			2003				2003			4Q 2003			1Q 2003
AVAILABLE VERSUS REQUIRED AVERAGE CAPITAL
(in billions)
Common Stockholders’ Equity	$	45.8			$	44.2		$	43.1		$	42.8			$	41.9			4	%		9	%
Economic Risk Capital
Credit Risk		9.5		(a)		10.6			12.6			14.4				15.1			(10	)		(37	)
Market Risk		5.6		(a)		4.7			5.0			4.3				4.2			19			33
Operational Risk		3.4		(a)		3.5			3.4			3.5				3.5			(3	)		(3	)
Business Risk		1.7		(a)		1.7			1.7			1.7				1.7			—			—
Private Equity Risk		4.6		(a)		5.2			5.4			5.4				5.4			(12	)		(15	)

Economic Risk Capital		24.8		(a)		25.7			28.1			29.3				29.9			(4	)		(17	)


Goodwill / Intangibles		9.5		(a)		9.1			8.8			8.9				8.9			4			7
Asset Capital Tax		3.9		(a)		4.0			4.1			3.9				4.0			(3	)		(3	)

Capital Against Nonrisk Factors		13.4		(a)		13.1			12.9			12.8				12.9			2			4

Total Capital Allocated to Business Activities		38.2		(a)		38.8			41.0			42.1				42.8			(2	)		(11	)

Diversification Effect		(5.3	)	(a)		(5.1	)		(5.3	)		(5.0	)			(5.0	)		(4	)		(6	)

Total Required Internal Capital		32.9		(a)		33.7			35.7			37.1				37.8			(2	)		(13	)

Firm Capital in Excess of Required Capital	$	12.9		(a)	$	10.5		$	7.4		$	5.7			$	4.1			23			215


COMMON SHARES OUTSTANDING
(in millions)
Basic Weighted-Average Shares Outstanding		2,032.3				2,016.2			2,012.2			2,005.6				1,999.8			1			2
Diluted Weighted-Average Shares Outstanding		2,092.7				2,079.3			2,068.2			2,050.6				2,021.9			1			4
Common Shares Outstanding — at Period-End		2,081.7				2,042.6			2,039.2			2,035.1				2,030.0			2			3

CASH DIVIDENDS DECLARED PER SHARE	$	0.34			$	0.34		$	0.34		$	0.34			$	0.34			—			—
BOOK VALUE PER SHARE		22.62				22.10			21.55			21.53				20.73			2			9

SHARE PRICE
High	$	43.84			$	36.99		$	38.26		$	36.52			$	28.29			19			55
Low		36.30				34.45			32.40			23.75				20.13			5			80
Close		41.95				36.73			34.33			34.18				23.71			14			77

CAPITAL RATIOS
(in millions, except ratios)
Tier 1 Capital	$	44,670		(a)	$	43,167		$	42,533		$	41,115			$	38,442			3			16
Total Capital		60,887		(a)		59,816			59,455			58,848				55,702			2			9
Risk-Weighted Assets		530,183		(a)		507,456			490,590			491,500		(b)		455,549			4			16
Adjusted Average Assets		757,879		(a)		765,910			770,707			751,376				764,677			(1	)		(1	)
Tier 1 Capital Ratio		8.4	%	(a)		8.5	%		8.7	%		8.4	%	(b)		8.4	%		(10	)bp		—	bp
Total Capital Ratio		11.5		(a)		11.8			12.1			12.0		(b)		12.2			(30	)		(70	)
Tier 1 Leverage Ratio		5.9		(a)		5.6			5.5			5.5				5.0			30			90

(a)		Estimated
(b)		The Firm changed the way it calculates risk-weighted assets during the third quarter of 2003. The June 30, 2003 Tier 1 and Total Capital ratios of 8.4% and 12.0%, respectively, are calculated on the same basis as for September 30, 2003. The June 30, 2003 Tier 1 and Total Capital ratios were previously reported as 8.7% and 12.4%, respectively. Prior quarters have not been restated.

Page 26

J.P. MORGAN CHASE & CO.
MARKET RISK — INVESTMENT BANK AVERAGE TRADING VAR

(JPMORGANCHASE LOGO)


																1QTR 2004
	1QTR			4QTR			3QTR			2QTR			1QTR			Over (Under)
(in millions)	2004			2003			2003			2003			2003			4Q 2003			1Q 2003
IB Trading Portfolio:
Interest Rate	$	84.0		$	75.8		$	65.8		$	60.5		$	53.5			11	%		57	%
Foreign Exchange		22.2			20.3			14.8			15.2			17.3			9			28
Equities		40.6			40.9			12.0			9.2			11.0			(1	)		269
Commodities		2.5			2.7			3.5			3.1			2.2			(7	)		14
Hedge Fund Investment		5.7			5.4			5.9			4.5			3.5			6			63
Less: Portfolio Diversification		(49.5	)		(50.6	)		(33.5	)		(34.3	)		(34.1	)		2			(45	)

Total Investment Bank Trading VAR	$	105.5		$	94.5		$	68.5		$	58.2		$	53.4			12			98

Page 27

J.P. MORGAN CHASE & CO.
Glossary of Terms

(JPMORGANCHASE LOGO)

Assets Under Management: Represent assets managed by Investment Management & Private Banking on behalf of institutional, retail and private banking clients. Excludes assets managed at American Century Companies, Inc., in which the Firm has a 44% ownership interest.

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

Average Allocated Capital: Represents the portion of average common stockholders’ equity allocated to the business segments, based on their respective risks. The total average allocated capital of all business segments equals the total average common stockholders’ equity of the Firm.

Average Goodwill Capital: The Firm allocates capital to businesses equal to 100% of the carrying value of goodwill. Average goodwill capital is equal to the average carrying value of goodwill.

Average Managed Assets: Includes credit card receivables that have been securitized.

Average Tangible Allocated Capital: Average allocated capital less the average capital allocated for goodwill.

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.

FIN 46: Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51.”

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

NM: Not meaningful

Operating (Managed) Basis or Operating Earnings: In addition to analyzing the Firm’s results on a reported basis, management looks at results on an “operating basis”, which is a non-GAAP measure. The definition of operating basis starts with the reported U.S. GAAP results. In the case of the Investment Bank, the operating basis includes the reclassification of net interest income related to trading activities to Trading Revenue. In the case of Chase Financial Services and Chase Cardmember Services, “operating” or “managed” basis excludes the impact of credit card securitizations. These adjustments do not change JPMorgan Chase’s reported net income.

Other Consumer Loans: Consists of manufactured housing loans, installment loans (direct and indirect types of consumer finance), student loans, unsecured revolving lines of credit and non-U.S. consumer loans.

Overhead Ratio: Noninterest expense as a percentage of revenue before provision for credit losses.

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

Return on Tangible Allocated Capital: Operating earnings less preferred dividends as a percentage of average allocated capital, excluding the capital allocated for goodwill.

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.

Shareholder Value Added (“SVA”): Represents operating earnings minus preferred dividends and an explicit charge for capital.

Tangible Shareholder Value Added: SVA less the impact of goodwill on operating earnings and capital charges.

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

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

Page 28

ANALYST PRESENTATION SLIDES

Exhibit 99.3

FIRST QUARTER 2004 A P R I L 2 1, 2 0 0 4 Financial results

Regulation MA Disclosure This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain governmental approvals of the merger on the proposed terms and schedule; the failure of JPMorgan Chase and Bank One stockholders to approve the merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer to realize than expected; the risk that excess capital is not generated from the merger as anticipated or not utilized in an accretive manner; and the risk that disruption from the merger may make it more difficult to maintain relationships with clients, employees or suppliers. Additional factors that could cause JPMorgan Chase's results to differ materially from those described in the forward-looking statements can be found in the 2003 Annual Report on Form 10-K of JPMorgan Chase filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission's internet site (http://www.sec.gov). JPMorgan Chase has filed a Registration Statement on Form S-4 with the SEC containing the definitive joint proxy statement/prospectus regarding the proposed merger. Stockholders are urged to read the definitive joint proxy statement/prospectus because it contains important information. Stockholders may obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about JPMorgan Chase and Bank One, without charge, at the SEC's Internet site (http://www.sec.gov). Copies of the definitive joint proxy statement/prospectus and the filings with the SEC incorporated by reference in the definitive joint proxy statement/prospectus can also be obtained, without charge, by directing a request to J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017, Attention: Office of the Secretary (212-270-4040), or to Bank One Corporation, 1 Bank One Plaza, Suite 0738, Chicago, Illinois 60670, Attention: Investor Relations (312-336-3013). The respective directors and executive officers of JPMorgan Chase and Bank One and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding JP Morgan Chase's and Bank One's directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, is available in the definitive joint proxy statement/prospectus contained in the above- referenced Registration Statement on Form S-4.

1Q04 Financial results and Q&A Dina Dublon Merger update and Q&A Bill Harrison Jamie Dimon Agenda

Highest quarterly earnings since 2000 Strength in capital markets-related businesses Investment Bank -- record trading revenue Investment Management & Private Banking -- highest earnings in over 3 years JPMorgan Partners -- positive for 3rd consecutive quarter Anticipated decline in retail driven by mortgage Continued improvement in credit Higher Tier 1 capital and lower risk in lines of business 1Q04 Highlights

Earnings ($ in billions) 1Q04 Financial Results Earnings 1Q03 1.4 4Q03 1.864 1Q04 1.93 EPS $0.69 $0.89 $0.92 ROE 13% 17% 17% Drivers ($ in billions) Revenue growth, but higher expense growth Lower credit costs 1 Operating basis.

1Q04 vs 1Q03 Operating Leverage Larger expense increase in Retail and Treasury & Securities Services (acquisitions) -- will moderate Activities with large revenue swings but small impact on expenses

Credit Costs and Nonperforming Assets Managed Credit Costs ($ in millions) Continued improvement in commercial credit quality; low loan demand Lower charge-offs and delinquencies in consumer Nonperforming Assets1 Note: Y-Axix is set to 16.5. Update scale when updating data 3/31/2003 4.4 12/31/2003 3.2 3/31/2004 2.9 1Excludes purchased nonperforming commercial loans held for sale.

Investment Bank $ in billions 1Actual ROE for all periods, not over/under. Record client trading revenue -- up 20% from 1Q03 Anticipated decline in securities gains and NII (Global Treasury) Fees "lumpy"; strong pipeline across products Capital reduced by $5bn from 1Q03 due to lower credit risk; trading VaR up

($ in billions) Chase Financial Services Production highlights Home Finance: Refi volumes down; growth in home equity; mortgage applications up from 4Q Card: Purchase volume up; stable balances Regional Banking & Middle Market: Deposit growth, net new checking accounts 1 Actual ROE for all periods, not over/under. Earnings decline driven by reduction in Home Finance income of $200mm Card income up 11%, more than offset by declining deposit spreads, weak auto leasing and higher expenses

Treasury & Securities Services Income Statement ($ in millions) Earnings ($ in millions) Acquisitions about half of TSS' revenue & expense growth rates, contributing to lower ROE Continuing recovery in Investor Services Earnings 1Q03 112 4Q03 144 1Q04 119 OH 83% 79% 83% ROE 16% 21% 15%

Pre-tax margin 8% 18% 22% ROTE1 8% 30% 36% Investment Management & Private Banking Earnings 1Q03 27 4Q03 100 1Q04 115 1Return on tangible equity Earnings ($ in millions) Income Statement ($ in millions) Earnings highest in over three years on strong revenue growth AUS inflows highest in over two years -- AUS of $797bn, up 5% from December and 28% from last March

JPMorgan Partners ($ in millions) Highest private equity gains since 2000 -- sale of Kinko's Continued reduction in exposure Visibility for exits improving 1 Period end balances.

Capital ($ in billions) 1 Includes goodwill, before diversification benefit.

Summary Record earnings since merger Economic recovery underway Declines in mortgage driving lower retail earnings Low credit costs Merger integration Focus on client service and expense management

Q&A