EXHIBIT 12.1

JPMORGAN CHASE & CO.

Computation of Ratio of Earnings to Fixed Charges

EXHIBIT 12.2

JPMORGAN CHASE & CO.

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

Exhibit 99.1

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

News release: IMMEDIATE RELEASE

JPMORGAN CHASE REPORTS 2004 FOURTH QUARTER NET INCOME OF $1.7 BILLION
AFTER MERGER AND CONFORMING ACCOUNTING CHARGES OF $650 MILLION

New York, January 19, 2005 - JPMorgan Chase & Co. (NYSE: JPM) today reported 2004 fourth quarter net income of $1.7 billion, or $0.46 per share, compared to net income of $1.9 billion, or $0.89 per share, for the fourth quarter of 2003. Current period results include $650 million in after-tax charges, or $0.18 per share, comprised of merger costs of $324 million and charges of $326 million to conform accounting policies, reflecting the merger with Bank One Corporation (“the Merger”) completed on July 1, 2004. Excluding these charges, operating earnings would have been $2.3 billion, or $0.64 per share. Prior year reported results do not include Bank One. Refer to the “Merger and other financial information” section of this press release for additional information concerning the Merger.

William B. Harrison, Jr., Chairman and Chief Executive Officer commented, “Operating results for the fourth quarter improved from the third quarter, but still reflected mixed performance. The Investment Bank generated strong investment banking fees and saw a moderate improvement in trading results. Card Services and Asset & Wealth Management generated double-digit earnings growth, and Private Equity gains were strong. In Retail Financial Services the branch business continued to experience good annual growth in accounts and deposits, which was more than offset by a decline in the prime production and servicing business of Home Finance.”

James Dimon, President and Chief Operating Officer commenting on merger integration said, “Merger integration continues to progress well and we are on track to achieve the $3 billion of estimated annual cost saves; headcount was reduced by over six thousand since year-end 2003, conversion of Bank One’s credit card portfolio was completed, other systems conversions are on schedule and the firm is prepared for large scale conversions in 2005 and 2006. We have essentially completed the strategic review of all of our businesses. We sold our $4 billion manufactured home loan portfolio, substantially reduced our auto lease originations, sold the majority of our third party private equity investments and subsequent to year-end sold our $2 billion recreational vehicle portfolio.”

JPMorgan Chase & Co.
News Release

In the discussion of the business segments below, information is presented on an operating basis¹. Operating basis excludes the after-tax impact of litigation charges taken in the second quarter of 2004, merger costs, and conformance of accounting policies. In the case of Card Services, operating basis excludes the impact of credit card securitizations. For more information about operating basis, as well as other non-GAAP financial measures used by management, see Note 1 below.

The following discussion compares the fourth quarter of 2004 to the fourth quarter of 2003. Unless otherwise indicated, results for the 2003 fourth quarter are JPMorgan Chase (h-JPMC) on a standalone basis. The proforma combined historical lines of business information present the new business segments of the company as if these segments had existed as of the earliest date indicated and reflect (i) the firm’s new business segments and (ii) purchase accounting adjustments, reporting reclassifications and management accounting policy changes. For further information regarding the proforma combined historical financial information, including reconciliation to JPMorgan Chase GAAP financial information, see information furnished pursuant to Regulation FD by JPMorgan Chase on Form 8-K dated October 1, 2004, as amended on October 20, 2004 and January 19, 2005. In management’s view, the proforma combined historical financial results provide investors with information to enable them to understand better the underlying dynamics of each of the lines of business. For a description of the firm’s business segments, see Note 2 below.

INVESTMENT BANK (IB)

Discussion of Historical Results:
Operating earnings were $660 million, down 18% from the prior year. Results were positively affected by the Merger, offset by higher levels of compensation expense and reduced benefit from credit costs.

Revenues of $3.2 billion were up 10%. Investment banking fees of $1.1 billion increased 29%, reflecting continued strong levels of underwriting and advisory fees. Fixed Income Markets revenues of $1.5 billion were up 11% and rebounded from disappointing third quarter results. Equity Markets revenues of $243 million were down 24% due to reduced portfolio management trading results. Credit Portfolio revenues of $348 million were down 4%, reflecting lower revenues from tightening spreads, partially offset by the Merger.

The provision for credit losses was a benefit of $173 million compared to a benefit of $241 million in the prior year. The reduced benefit was attributable to ongoing but moderating improvement in the credit quality of the loan portfolio.

Expenses of $2.4 billion were up 33% due to increased compensation costs and the Merger. The increase in compensation expense reflected changes to incentive compensation accruals in both periods to recognize full year financial performance, changes in business mix and prevailing labor markets.

Discussion of Proforma Combined Results:
Operating earnings were $660 million, down 43% from the prior year. Results reflected a 24% increase in expenses, primarily from higher compensation expenses, and a reduced benefit from credit costs. In addition, lower net interest income from declining loan balances and reduced equities markets results negatively affected revenues. These declines were partially offset by higher investment banking fees.

Revenues of $3.2 billion were down 3%, or $115 million. Credit Portfolio revenues of $348 million were down 29%, reflecting lower net interest income and lending fees from reduced loan balances and

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commitments. Equity Markets revenues of $243 million decreased 30%, or $103 million, due to a decline in portfolio management results for the quarter. Fixed Income Markets revenues of $1.5 billion were down marginally from the prior year and rebounded from disappointing third quarter results. Investment banking fees of $1.1 billion increased 17% due to the continued strength in advisory fees, up 55%, and debt underwriting fees, up 21%.

The provision for credit losses was a benefit of $173 million, compared to a $396 million benefit last year. The reduced benefit was attributable to ongoing but moderating improvement in the credit quality of the loan portfolio.

Expenses of $2.4 billion were up 24%, driven by higher compensation costs. The increase in compensation expense reflected changes to incentive compensation accruals in both periods to recognize full year financial performance, changes in business mix and prevailing labor markets. Non-compensation expenses were up 2% from the prior period, primarily reflecting technology investments.

     Other Highlights Include:

RETAIL FINANCIAL SERVICES (RFS)

Discussion of Historical Results:
Operating earnings were $775 million compared to $305 million in the prior year. Year over year growth was driven primarily by the Merger, but also reflected growth in loan and deposit balances and in margin and fee income on deposit products. These positive factors were offset by a drop in prime mortgage production and mortgage servicing rights (“MSR”) risk management revenue.

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The quarterly results included the impact of several significant items, as follows:

Total revenue increased to $3.5 billion, up from $1.7 billion. Net interest income of $2.7 billion increased from $1.3 billion, benefiting from the Merger, wider spreads on deposit products, and growth in retained loan and core deposit balances. Noninterest revenue of $893 million increased from $388 million due to the Merger and higher deposit-related fees. Both components of total revenue included losses of $187 million associated with hedging the MSR asset (including the security losses noted above), declines related to lower prime mortgage originations, and the transfer of loans to held-for-sale.

The provision for credit losses totaled $78 million, compared to $72 million last year. The impact of the Merger was largely offset by a release of allowance for loan losses resulting from the sale of the manufactured home loan portfolio and continued positive credit quality trends in the auto finance business.

Expenses rose to $2.2 billion from $1.2 billion, primarily due to the Merger.

Home Finance operating earnings were $239 million, compared to $238 million last year. Operating earnings for the Prime Production & Servicing segment were ($56) million. Results reflected losses of $187 million associated with MSR risk management activities, which included losses of $90 million realized on the sale of AFS securities due to hedge repositioning. The remaining $97 million of losses were the result of market driven updates to the MSR valuation model and changes in market rates that resulted in a difference in performance between the MSR asset and the associated hedges. Results of this segment also reflected a decrease in prime mortgage production revenue, which was partially offset by lower expenses. Earnings for the Consumer Real Estate Lending segment increased to $295 million. Growth was largely due to the Merger, but also reflected higher retained loan balances and a release of allowance for loan losses associated with the sale of the $4 billion manufactured home loan portfolio. Results also included the mark to market loss of $52 million on the reclassification of adjustable rate mortgage loans to held-for-sale. Sale of these loans is expected in 2005.

Consumer & Small Business operating earnings totaled $430 million, up from $12 million last year. While growth largely reflected the Merger, the business also benefited from deposit growth and wider spreads.

Auto & Education Finance operating earnings were $84 million, up from $53 million last year primarily due to the Merger. Total revenue of $364 million included a $25 million charge to cover higher than expected lease residual losses. Results also benefited from a $35 million release of allowance for loan losses reflecting favorable credit trends in the auto loan portfolio.

Insurance operating earnings totaled $22 million on net revenues of $173 million. The increase over the prior year was almost entirely due to the Merger.

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Discussion of Proforma Combined Results:
Operating earnings were $775 million, up from $429 million in the prior year. Prior year results included $415 million of pre-tax net market value write-downs on legacy Bank One brokered home equity loans deemed non-core and reclassified to held-for-sale. Excluding this non-core result, operating earnings increased 13% to $775 million, up from $686 million in the prior year. Performance reflected growth in loan and deposit balances, higher margin and fee income on deposit products, and lower prime mortgage originations. The Consumer Real Estate Lending and Consumer & Small Business operating segments drove earnings growth. Both the Prime Production & Servicing and Auto Finance segments experienced declines in operating results.

The quarterly results included the impact of several significant items, as follows:

Total revenue decreased to $3.5 billion, down $121 million, or 3%, from the prior year. Net interest income was relatively flat at $2.7 billion. This reflected reduced mortgage warehouse and investment security balances, largely offset by growth in retained loans and core deposits as well as wider spreads on deposit balances. Noninterest revenue of $893 million was $77 million, or 8% lower than the prior year. Both components of total revenue included losses of $187 million associated with hedging the MSR asset (including the security losses noted above), declines related to lower prime mortgage originations and the transfer of loans to held-for-sale, as well as higher deposit-related revenue.

The provision for credit losses totaled $78 million, down from $685 million in the prior year. The prior year provision included $415 million associated with the mark-to-market of the legacy Bank One brokered home equity loans that were sold in 2004. Excluding these market value adjustments, the provision for credit losses dropped $192 million, driven by the release of allowance for loan losses resulting from the sale of the manufactured home loan portfolio and continued good credit quality trends in the auto finance business.

Expenses decreased to $2.2 billion, down 3% or $72 million, demonstrating expense savings in nearly all businesses despite ongoing investments in the retail banking distribution network.

Home Finance operating earnings totaled $239 million, down 16% from $286 million in the prior year. Operating earnings for the Prime Production & Servicing segment were a loss of $56 million, down $168 million. Results reflected losses of $187 million associated with MSR risk management activities, which included losses of $90 million realized on the sale of AFS securities due to hedge repositioning. The remaining $97 million of losses were the result of market driven updates to the MSR valuation model and changes in market rates that resulted in a difference in performance between the MSR asset and the associated hedges. Results of this segment also reflected a decrease in prime mortgage production revenue. Earnings for the Consumer Real Estate Lending segment increased to $295 million, up $121 million. This reflected a release of allowance for loan losses associated with the sale of the $4 billion manufactured home loan portfolio as well as an increase in retained loans. Results also

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included the mark to market loss of $52 million on the reclassification of adjustable rate mortgage loans to held-for-sale. Sale of these loans is expected in 2005.

     Other Highlights Include:

Consumer & Small Business operating earnings totaled $430 million, up from $292 million. Total revenue of $2.1 billion increased 11%, reflecting deposit growth and wider spreads. Expenses of $1.4 billion were down 1% primarily due to cost savings initiatives, but included continued investments in distribution.

     Other Highlights Include:

Auto & Education Finance operating earnings were $84 million, down 5%. Total revenue of $364 million was down $57 million, or 14%, reflecting a continued competitive operating environment that contributed to narrower spreads on new loans and reduced origination volumes, and a $25 million charge to cover higher than expected lease residual losses. The provision for credit losses declined to $59 million primarily due to a reserve release of $35 million attributable to favorable credit trends.

     Other Highlights Include:

Insurance operating earnings totaled $22 million, up from $20 million in the prior year, on net revenues of $173 million.

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CARD SERVICES (CS)

Discussion of Historical Results:
Operating earnings of $515 million increased $342 million from the prior year primarily due to the Merger. Excluding the impact of the Merger, earnings benefited from lower expenses and a lower managed provision for credit losses, partially offset by lower spread.

Total revenue of $3.8 billion increased $2.2 billion. Net interest income of $2.9 billion increased $1.6 billion primarily due to the Merger, partially offset by modest spread compression. Noninterest income of $917 million increased $597 million primarily due to the Merger.

The managed provision for credit losses of $1.7 billion increased $943 million primarily due to the Merger, partially offset by lower provision. Managed credit ratios remained strong, benefiting from reduced contractual and bankruptcy charge-offs. The managed net charge-off ratio for the quarter was 5.24%. The 30-day managed delinquency ratio was 3.70%.

Expenses of $1.3 billion increased $728 million, primarily related to the Merger. Excluding the impact of the Merger, expenses were down due to lower compensation expense.

Discussion of Proforma Combined Results:
Operating earnings of $515 million increased $119 million, or 30%, from the prior year. Higher loan balances, increased charge volume, and lower managed provision for credit losses were the primary drivers of the increase in earnings.

Total revenue of $3.8 billion increased $93 million, or 2%. Net interest income of $2.9 billion increased $77 million, or 3%, due to higher loan balances and the acquisition of a private label portfolio. This was partially offset by lower loan spread, which was driven by lower penalty fees and modest spread compression. Noninterest income of $917 million increased $16 million, or 2%, due to higher charge volume, which generated increased interchange income. This was partially offset by higher volume-driven payments to partners and rewards expense.

The managed provision for credit losses of $1.7 billion decreased $66 million, or 4%. This decrease was due to lower provision and losses partially offset by the acquisition of a private label portfolio. Managed credit ratios remained strong, benefiting from reduced contractual and bankruptcy charge-offs. The managed net charge-off ratio for the quarter declined to 5.24% from 5.48% in the prior year and increased from 4.88% in the prior quarter due to seasonally higher losses. The 30-day managed delinquency ratio was 3.70%, down from 4.21% in the prior year and 3.81% in the prior quarter due to improved credit quality.

Expenses of $1.3 billion decreased $20 million, or 2%. A decrease in compensation expenses and a modest decrease in marketing expense were partially offset by increased expense resulting from the acquisition of a private label portfolio and volume-based processing expenses.

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     Other Highlights Include:

COMMERCIAL BANKING (CB)

Discussion of Historical Results:
Operating earnings were $254 million, an increase of $165 million from the prior year, primarily due to the Merger.

Revenues were $885 million, an increase of $545 million, primarily due to the Merger. In addition, net interest income of $623 million was positively affected by higher deposit balances and spreads, partially offset by lower lending-related revenue. Noninterest income of $262 million was positively affected by higher investment banking fees, partially offset by lower service charges on deposits, which often decline as interest rates rise.

Provision for credit losses was $21 million for the quarter, an increase from a net benefit of $10 million in the prior year. Net charge-offs for the quarter were $45 million, or 0.35% of average loans, and increased primarily due to the Merger.

Expenses increased $254 million to $451 million, primarily related to the Merger.

Discussion of Proforma Combined Results:
Operating earnings were $254 million, an increase of $29 million, or 13%, from the prior year, primarily resulting from increased net interest income and improved credit quality.

Revenues were $885 million, an increase of $34 million, or 4%. Net interest income was $623 million, an increase of $27 million, or 5%, due to increased deposit balances and spreads, partially offset by lower lending-related revenue. Noninterest income was $262 million, up $7 million, or 3%, primarily resulting from higher investment banking fees, partially offset by lower service charges on deposits, which often decline as interest rates rise.

Provision for credit losses was $21 million, a decrease of $12 million, or 36%, reflecting the improvement in credit quality compared to the prior year. Net charge-offs for the quarter were $45 million or 0.35% of average loans; nonperforming loans decreased $348 million, or 40%, from the prior year.

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JPMorgan Chase & Co.
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Expenses of $451 million were flat compared to the prior year.

     Other Highlights Include:

TREASURY & SECURITIES SERVICES (TSS)

Discussion of Historical Results:
Operating earnings for the quarter were $145 million, an increase of $22 million, or 18%. Prior year results include an after-tax gain of $22 million on the sale of an Institutional Trust Services’ business. Excluding this one-time gain, operating earnings increased $44 million, or 44%. Both net revenue and noninterest expense increased primarily as a result of the Merger, the acquisition of Bank One’s Corporate Trust business in November 2003, and the acquisition of Electronic Financial Services (EFS) in January 2004.

TSS net revenue improved 44% to $1.4 billion from $980 million. Excluding the one-time gain on sale of a business, net revenues increased 50%. This revenue growth reflected the benefit of the Merger and the acquisitions noted above and improved product revenues across TSS. Net interest income grew to $471 million from $236 million as a result of a change in the corporate deposit pricing methodology in 2004, average deposit balance growth of 57% to $150 billion, and wider deposit spreads. Growth in fees and commissions was driven by a 20% growth in assets under custody to $9.1 trillion as well as new business growth in securities lending, global equity products, clearing, ACH, and trade. Partially offsetting these improvements were lower service charges on deposits, which often decline as interest rates rise.

Treasury Services net revenue grew to $642 million, Investor Services to $454 million and Institutional Trust Services to $317 million. TSS firmwide net revenue grew 63% to $2.0 billion from $1.2 billion. TSS firmwide net revenues include Treasury Services net revenue recorded in other lines of business.

Credit reimbursement to the Investment Bank was $43 million compared to a credit from the Investment Bank of $5 million in the prior year principally due to the Merger and a change in methodology. TSS is charged a credit reimbursement related to certain exposures managed within the Investment Bank credit portfolio on behalf of clients shared with TSS.

Non-interest expense totaled $1.1 billion compared to $801 million reflecting the Merger and the acquisitions noted above, upfront transition expenses related to on-boarding new custody and fund accounting clients, legal, and technology-related expenses.

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Discussion of Proforma Combined Results:
Operating earnings for the quarter were $145 million, an increase of $16 million, or 12%. Prior year results included an after-tax gain of $22 million on the sale of an Institutional Trust Services’ business. Excluding this one-time gain, operating earnings increased $38 million, or 36%. Both net revenue and noninterest expense increased as a result of the acquisition of Electronic Financial Services (EFS) in January 2004.

TSS net revenue improved 11% to $1.4 billion from $1.3 billion. Excluding the one-time gain on sale of a business, net revenues increased 15%. This revenue growth reflected the benefit of the EFS acquisition. Net interest income grew by $118 million, or 33%, resulting from wider deposit spreads and an increase in average deposit balances of 30% to $150 billion. Growth in fees and commissions was driven by a 20% increase in assets under custody to $9.1 trillion as well as new business growth in securities lending, global equity products, clearing, ACH, and trade. Partially offsetting these improvements were lower service charges on deposits, which often decline as interest rates rise.

Treasury Services net revenue grew 22% to $642 million, Investor Services grew 15% to $454 million and Institutional Trust Services declined 9% to $317 million. Excluding the gain on the sale of a business in the prior year, Institutional Trust Services net revenues grew 2% to $317 million. TSS firmwide net revenue grew 9% to $2.0 billion from $1.8 billion. TSS firmwide net revenues include Treasury Services net revenue recorded in other lines of business.

Credit reimbursement to the Investment Bank was $43 million compared to $54 million in the prior year. TSS is charged a credit reimbursement related to certain exposures managed within the Investment Bank credit portfolio on behalf of clients shared with TSS.

Non-interest expense totaled $1.1 billion compared to $1.0 billion reflecting the EFS acquisition noted above, upfront transition expenses related to on-boarding new custody and fund accounting clients, legal, and technology-related expenses.

     Other Highlights Include:

ASSET & WEALTH MANAGEMENT (AWM)

Discussion of Historical Results:
Operating earnings were $263 million, up $157 million from the prior year, primarily due to the Merger. In addition, performance was driven by increased revenue and decreased provision for credit losses, partially offset by higher compensation expense.

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Total revenue was $1.3 billion, up $465 million, primarily due to the Merger. In addition, fees and commissions increased due to net asset inflows, global equity market appreciation and higher performance fees, slightly offset by lower brokerage activity. Net interest income increased due to higher deposit product balances.

The provision for credit losses was a benefit of $21 million, a decrease of $57 million due to improvement in credit quality.

Expenses increased to $919 million, up $271 million, due to the Merger and increased compensation expense primarily related to incentives.

Discussion of Proforma Combined Results:
Operating earnings were $263 million, up 32%, or $64 million, from the prior year. Performance was driven by increased revenues and decreased provision for credit losses, partially offset by higher compensation expense.

Revenues were $1.3 billion, up 10%, or $121 million. Fees and commissions were up 13% to $952 million due to net customer inflows, global equity market appreciation and higher performance fees, slightly offset by lower brokerage activity. In addition, net interest income was up 18% to $288 million, benefiting from higher deposit product balances.

Provision for credit losses was a benefit of $21 million, a decrease of $58 million, primarily due to improvement in credit quality.

Expenses of $919 million increased 9%, or $75 million, reflecting increased compensation expenses due to performance-based incentives.

     Other Highlights Include:

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CORPORATE

Discussion of Historical Results:
Operating earnings were a loss of $296 million, down from earnings of $259 million in the prior year. Corporate includes the firm’s treasury activity, private equity business, and other corporate revenue and expense items.

Noninterest income of $444 million was up $222 million from the prior year due to securities and private equity gains and the Merger. Securities and private equity gains of $584 million were up $416 million from the prior year primarily driven by increased private equity gains that benefited from stronger equity market conditions.

Net interest income was negative $667 million compared to negative $54 million in the prior year. The decline was driven primarily by actions and policies adopted in conjunction with the Merger.

Corporate noninterest expenses were $460 million, up $373 million from the prior year, primarily due to the Merger.

Discussion of Proforma Combined Results:
Operating earnings were a loss of $296 million, compared to a loss of $207 million in the prior year.

Noninterest income was $444 million, an increase of $493 million over the prior year. Noninterest income included $77 million of securities gains from treasury investment activity, an increase of $344 million from the prior year due to losses recognized on the treasury investment portfolio in 2003. Also included in noninterest income were private equity gains of $506 million, which were $284 million higher than the private equity gains generated in the prior year due to stronger equity market conditions.

Net interest income was negative $667 million compared to negative $178 million in the prior year. The decrease was primarily driven by repositioning of the firm’s treasury investment portfolio from the prior year.

Corporate noninterest expenses were $460 million, a decrease of 3% from the prior year, primarily due to an increase in expenses allocated to other businesses partially offset by an increase in compensation expense.

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JPMORGAN CHASE (JPMC)

Discussion of Historical Results:
Operating earnings were $2.3 billion, up $452 million, or 24%, from the prior year primarily due to the Merger.

Total revenues were $14.0 billion, up $5.4 billion, or 63%, due to the Merger. Noninterest revenues were $7.3 billion, up $2.3 billion, or 46%, from the prior year primarily due to the Merger. Additional contributing factors to the increase were higher private equity gains, up due to stronger equity market conditions, and higher fees and commissions, up due to acquisitions and increased asset management fees, which benefited from net customer inflows and global equity market appreciation. Investment banking fees also increased as a result of continued strength in debt underwriting and advisory fees. These benefits were partially offset by lower trading revenues due to reduced portfolio management results and lower service charges on deposits in the wholesale business segments. Net interest income was $6.6 billion, up $3.1 billion from the prior year primarily due to the Merger. Also contributing to the increase were higher retail loan balances, growth in consumer and wholesale deposit balances, and wider deposit spreads. These were partially offset by lower spreads on wholesale and consumer loans. Both components of total revenue were negatively affected by losses associated with hedging the MSR asset, declines related to lower prime mortgage originations, and the transfer of loans to held-for-sale.

The provision for credit losses was $1.6 billion, an increase of $1.0 billion due to the Merger. Total wholesale (includes IB, CB, AWM, and TSS) provision for credit losses was a benefit of $170 million for the quarter, compared to a benefit of $263 million in the prior year. The wholesale loan net charge-off rate was 0.21% for the quarter, compared to a net recovery rate of 0.05% in the prior year. Credit quality in the consumer (includes RFS and CS) portfolio reflected reduced bankruptcy filings and favorable delinquency trends. The managed net charge-off rate for Card Services declined to 5.24% from 5.77% in the prior year. Retail Financial Services net charge-off rate increased to 1.28% compared to 0.39% in the prior year primarily due to the Merger. The firm had total nonperforming assets of $3.2 billion at December 31, 2004, up 2% from the prior year.

Expenses of $8.9 billion were up $3.6 billion, or 69%, from the prior year. Compensation expenses of $4.2 billion drove $1.7 billion of the increase, related primarily to the Merger and to higher incentive compensation. Non-compensation expenses of $4.7 billion increased $1.9 billion primarily due to the Merger.

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Discussion of Proforma Combined Results:
Operating earnings were $2.3 billion, down $12 million, or 1%, from the prior year. The decrease in earnings was driven by higher expenses of $559 million, partially offset by a lower provision for credit losses of $472 million.

Total revenues were $14.0 billion, up $159 million, or 1%. Noninterest revenues were $7.3 billion, up 9% from the prior year primarily affected by higher private equity gains due to stronger equity market conditions. Fees and commissions were up due to acquisitions and increased asset management fees, which benefited from net customer inflows and global equity market appreciation. Investment banking fees increased as a result of continued strength in debt underwriting and advisory fees. Credit card revenue was also up reflecting higher loan balances and charge volume, which generated increased interchange income. These benefits were partially offset by lower trading revenues due to reduced portfolio management results and lower service charges on wholesale deposits. Net interest income was $6.6 billion, down $442 million, or 6%, from the prior year. The decrease was primarily due to repositioning of the treasury investment portfolio, narrower loan spreads and lower mortgage warehouse balances, which were partially offset by higher consumer and wholesale deposit balances, wider deposit spreads, and increased consumer loan balances. Both components of total revenue were negatively affected by losses associated with hedging the MSR asset, declines related to lower prime mortgage originations, and the transfer of loans to held-for-sale.

The provision for credit losses was $1.6 billion, down 22%. Total wholesale provision for credit losses was a benefit of $170 million for the quarter, compared to a benefit of $371 million in the prior year. The wholesale loan net charge-off rate was 0.21% for the quarter, compared to a net charge-off rate of 0.18% in the prior year. Total consumer managed provision for credit losses decreased to $1.8 billion, down 27%, reflecting lower net charge-offs, lower bankruptcies, and positive delinquency trends. The managed net charge-off rate for Card Services declined to 5.24% from 5.48% in the prior year. Retail Financial Services net charge-off rate was 1.28% compared to 2.26% in the prior year. The improvement compared to the prior year reflected the run-off of higher risk, non-strategic portfolios. The firm had total nonperforming assets of $3.2 billion at December 31, 2004, down 42% from the prior year’s level of $5.6 billion.

Expenses were $8.9 billion, up $559 million, or 7%, from the prior year driven primarily by an increase in incentive compensation. Compensation expenses of $4.2 billion were up 14%, or $520 million, resulting from adjustments to accruals to recognize full year financial performance, changes in business mix and prevailing labor markets. Non-compensation expenses of $4.7 billion increased 1% due to higher technology and professional services, partially offset by lower marketing expenses and occupancy costs.

     Other Corporate Items

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Merger and other financial information

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Notes:

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

Note: Effective July 1, 2004, Bank One Corporation (“Bank One”) merged with and into JPMorgan Chase. Bank One’s results of operations are included in JPMorgan Chase’s results beginning July 1, 2004. In accordance with U.S. GAAP, the results of operations for the third and fourth quarters of 2004 each reflect three months of results of operations for the combined Firm. The results of operations for the year ended December 31, 2004, reflect six months of operations for the combined Firm. The results of operations for all other quarterly periods presented herein, and for the year ended December 31, 2003, reflect only the results of operations for heritage JPMorgan Chase.

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

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Exhibit 99.2

EARNINGS RELEASE FINANCIAL SUPPLEMENT

FOURTH QUARTER 2004

JPMORGAN CHASE & CO. TABLE OF CONTENTS

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