SEC Filing | JPMorgan Chase & Co.

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J.P. MORGAN CHASE & CO.

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




January 17, 2002		1-5805

J.P. MORGAN CHASE & CO.
(Exact name of registrant as specified in its charter)


Delaware		13-2624428
(State or other jurisdiction of		(I.R.S. Employer
incorporation)		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 5. Other Events

On January 16, 2002, J.P. Morgan Chase & Co. (NYSE:JPM) announced 2001 fourth quarter and full year results. Fourth quarter 2001 operating earnings were $0.12 per share, compared with $0.37 in the fourth quarter of 2000. Operating income was $247 million in the fourth quarter, compared with $763 million one year ago.

Reported net income, which includes merger and restructuring costs, was a loss of $332 million or $0.18 per share in the fourth quarter of 2001. This compares with $708 million, or $0.34 per share, in the fourth quarter of 2000.

For full year 2001, operating earnings per share were $1.65, compared with $2.96 in 2000. Operating income was $3.41 billion, compared with $5.93 billion in 2000. Reported net income was $1.69 billion, or $0.80 per share, compared with $5.73 billion, or $2.86 per share, in 2000.

A copy of JP Morgan’s press release is attached as an exhibit hereto. That press release may contain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Such statement are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Results may differ from those set forth in the forward-looking statements. Such risks and uncertainties are described in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 and the 2000 Annual Report on Form 10-K of J.P. Morgan Chase & Co., each filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s internet site (http://www.sec.gov), to which reference is hereby made.

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


Exhibit Number		Description
12 (a)		Computation of Ratio of Earnings to Fixed Charges












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












99.1		Press Release - 2001 Fourth Quarter and Full Year Earnings












99.2		2001 Fourth Quarter and Full Year Financial Supplement












99.3		Supplemental J.P. Morgan Investment Bank Information

Item 9. Regulation FD Disclosure

Supplemental information about J.P. Morgan Chase’s Investment Bank is set forth in Exhibit 99.3

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: January 17, 2002

EXHIBIT INDEX


Exhibit No.	Description	Page
12 (a)	Computation of Ratio of Earnings to Fixed Charges		6




12 (b)	Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements		7




99.1	Press Release – 2001 Fourth Quarter and Full Year Earnings		8




99.2	2001 Fourth Quarter and Full Year Financial Supplement		9




99.3	Supplemental J.P. Morgan Investment Bank Information		10

EX-12(A): COMPUTATION OF RATIO OF EARNINGS

EXHIBIT 12(a)

J.P. MORGAN CHASE & CO.

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


		Twelve Months Ended
		December 31, 2001

Excluding Interest on Deposits




Income before income taxes and effect of accounting change		$	2,566

Fixed charges:




	Interest expense		13,381




	One-third of rents, net of income from subleases (a)		223

Total fixed charges			13,604

Less: Equity in undistributed income of affiliates			(89	)

Earnings before taxes, effect of accounting change and fixed charges, excluding capitalized interest		$	16,081

Fixed charges, as above		$	13,604

Ratio of earnings to fixed charges			1.18

Including Interest on Deposits




Fixed charges, as above		$	13,604




Add: Interest on deposits			7,998

Total fixed charges and interest on deposits		$	21,602

Earnings before taxes, effect of accounting change and fixed charges, excluding capitalized interest, as above		$	16,081




Add: Interest on deposits			7,998

Total earnings before taxes, effect of accounting change, fixed charges and interest on deposits		$	24,079

Ratio of earnings to fixed charges			1.11

(a)

The proportion deemed representative of the interest factor.

EX-12(B): COMPUTATION OF RATIO OF EARNINGS

EXHIBIT 12(b)

J.P. MORGAN CHASE & CO.

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


		Twelve Months Ended
		December 31, 2001

Excluding Interest on Deposits




Income before income taxes and effect of accounting change		$	2,566

Fixed charges:




	Interest expense		13,381




	One-third of rents, net of income from subleases (a)		223

Total fixed charges			13,604

Less: Equity in undistributed income of affiliates			(89	)

Earnings before taxes, effect of accounting change and fixed charges, excluding capitalized interest		$	16,081

Fixed charges, as above		$	13,604




Preferred stock dividends			66

Fixed charges including preferred stock dividends		$	13,670

Ratio of earnings to fixed charges and preferred stock dividend requirements			1.18

Including Interest on Deposits




Fixed charges including preferred stock dividends, as above		$	13,670




Add: Interest on deposits			7,998

Total fixed charges including preferred stock dividends and interest on deposits		$	21,668

Earnings before taxes, effect of accounting change and fixed charges, excluding capitalized interest, as above		$	16,081




Add: Interest on deposits			7,998

Total earnings before taxes, effect of accounting change, fixed charges and interest on deposits		$	24,079

Ratio of earnings to fixed charges and preferred stock dividend requirements			1.11

(a)

The proportion deemed representative of the interest factor.

EX-99.1: PRESS RELEASE

(JPMORGANCHASE LOGO)

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 2001 FOURTH QUARTER AND
FULL YEAR RESULTS

New York, January 16, 2002 – J.P. Morgan Chase & Co. (NYSE: JPM) today announced fourth quarter 2001 operating earnings per share of $0.12, compared with $0.37 in the fourth quarter of 2000. Operating income was $247 million in the fourth quarter, compared with $763 million one year ago.

Reported net income, which includes merger and restructuring costs, was a loss of $332 million, or $0.18 per share, in the fourth quarter of 2001. This compares with profits of $708 million, or $0.34 per share, in the fourth quarter of 2000.

For the full year 2001, operating earnings per share were $1.65, compared with $2.96 in 2000. Operating income was $3.41 billion, compared with $5.93 billion in 2000. Reported net income was $1.69 billion, or $0.80 per share, compared with $5.73 billion, or $2.86 per share, in 2000.

“2001 was a challenging year for JPMorgan Chase, and our financial results clearly reflect the difficult operating environment,” said William B. Harrison, Jr., Chairman and Chief Executive Officer. “Fourth quarter results were particularly affected by our exposure to private equity investments, and to Enron and Argentina. In this quarter we have moved aggressively to value those exposures to market and to build loan loss reserves further. While these actions hinder current operating results, they lay the groundwork for stronger earnings recovery when market conditions improve. We continue to be pleased with the progress of our successfully merged business platform, the receptivity of our clients to that platform, and the resulting increase in our market share for key products.”

Key events for the fourth quarter and full year 2001

• Deteriorating credit conditions, exacerbated by Enron Corporation and Argentine events, as well as continued losses at JPMorgan Partners, had a negative impact on earnings.

• Significant expense reductions were achieved through merger-related savings and aggressive right sizing related to the market environment.

• For the full year 2001, the investment banking business generated a cash ROE of 15%, while the consumer and operating services businesses achieved cash ROEs of 20% and 24%, respectively.

• Business leadership positions were solidified through merger integration and client focus.

• The flagship banks successfully merged on November 10, 2001.


Investor Contact:	John Borden	Media Contact:	Jon Diat




	(212)270-7318		(212) 270-5089

(JPMORGANCHASE LOGO)

J.P. MORGAN CHASE & CO.
News Release

Developments at Enron and in Argentina during the quarter increased credit costs and reduced trading and other revenues by a total of $807 million. Separate from, and in addition to these specific charges, the firm increased loan loss reserves in response to deteriorating market conditions by an additional $510 million.

Business segment results

(All comparisons to full year 2000 are on a pro forma basis which assumes that the purchase of Flemings occurred at the beginning of 2000).

The Investment Bank had operating revenues of $3.11 billion in the fourth quarter of 2001, a decline of 16% from the fourth quarter of 2000. For the full year, operating revenues of $14.90 billion were down 11% from the prior year. The impact of Enron and Argentina was to reduce operating revenues by $426 million for the quarter, mostly in trading revenues.

Trading revenues (including related net interest income) of $969 million declined by 28% from the fourth quarter of 2000, and the full year total of $6.18 billion was down 10% from 2000. Excluding the impact of Enron and Argentina, there were positive results in fixed income trading activities that were offset by lower equity trading results.

Investment banking fees totaled $937 million in the fourth quarter, declining 10% from the fourth quarter of 2000 but increasing 16% from the third quarter of 2001, led by increased equity underwriting fees. Equity underwriting fees of $215 million in the fourth quarter represented the highest level since the first quarter of 2000, reflecting a rebound in market activity and market share gains. Advisory revenues in the fourth quarter were down 42% from the fourth quarter 2000.

For the full year, investment banking fees declined 20%, as the weak equity markets and lower M&A activity more than offset the record year for high-grade bond underwriting fees. Advisory revenues were 34% lower, compared with a decline of 42% in the overall level of market activity. For the full year, leadership positions were maintained in leveraged and syndicated lending (#1) and U.S. high-grade bonds (#2). In addition, the Investment Bank increased its market share of global announced M&A transactions to 22% (ranking #5) in 2001, from 17% (ranking #6) in 2000. There was significant momentum in U.S. equity and equity related underwriting with increasing market share in each quarter through 2001. 1 International Financing Review named JPMorgan “Bank of the Year” in its annual review. See the press release financial supplement.

Fees and commissions of $365 million in the fourth quarter declined by 19% from the fourth quarter of 2000, and for the full year totaled $1.50 billion, down 21% from 2000. The declines were primarily due to lower margins from equity brokerage activities.

Cash operating expenses for the fourth quarter of $1.88 billion declined by 33% from the fourth quarter of last year. For the full year, cash operating expenses of $8.98 billion declined 16%. The decline was across all expense categories and reflects merger synergies, expense management initiatives and lower incentive payments. These initiatives resulted in stable operating margins

1 Source for the statistics in preceding four sentences is Thomson Financial Securities Data

J.P. MORGAN CHASE & CO.
News Release

despite difficult market conditions, and the Investment Bank met its full year overhead ratio target of 60%. At year-end, the Investment Bank had eliminated approximately 6,700 positions since the merger announcement date.

Cash operating earnings were $379 million in the fourth quarter, a 24% decline from the prior year. Charge-offs in the fourth quarter totaled $369 million, including $221 million related to Enron, while the provision for loan losses in excess of charge-offs was $250 million. For the full year, cash operating earnings were $2.95 billion, down 18% from 2000. Cash ROE was 8% for the quarter and 15% for the year.

Investment Management & Private Banking had operating revenues of $729 million in the fourth quarter, a 20% decline from the fourth quarter of 2000. Revenues were slightly lower than in the third quarter of 2001 due to non-operating charges at American Century Companies Inc. (JPMorgan Chase owns a 45% stake in American Century). For the full year, operating revenues of $3.09 billion were 20% lower than 2000. The decline from last year was primarily a result of lower assets under management and associated lower management fees. Total assets under management at year-end of $605 billion (excluding our 45% stake in American Century) were 5% lower than a year ago and 4% higher than at the end of the third quarter. Net flows for the past two quarters were positive, led by significant increases in money market accounts.

Cash operating expenses of $581 million for the quarter were 20% lower than in the same period in 2000. For the full year, cash operating expenses totaled $2.49 billion, down 13% from last year. The decline in expenses was primarily driven by the elimination of approximately 1,500 positions since the merger announcement date. The expense reduction contributed to a 20% pre-tax margin in the fourth quarter and to a 19% pre-tax margin for the full year. Cash operating earnings were down 17% for the quarter and 30% for the full year from comparable periods in 2000.

JPMorgan Partners had private equity losses of $385 million in the fourth quarter, compared with losses of $93 million in the fourth quarter of 2000 and losses of $103 million in the third quarter of 2001. JPMP continues to manage its portfolio through a difficult market environment, with limited exit opportunities. However, the decline in private equity activity through 2001 has begun to provide attractive new investment opportunities. Included in JPMP’s results for the fourth quarter are unrealized losses of $504 million, which included downward valuation adjustments of $144 million on third party fund investments and mark-to-market losses of $137 million on public securities hedges. Partially offsetting these losses were net realized gains in the quarter of $119 million. Cash operating earnings were a loss of $346 million for the quarter, compared to a loss of $139 million in the fourth quarter of 2000.

For the full year, private equity losses totaled $1.18 billion, compared to $988 million in gains in 2000. Cash operating earnings reflected a loss of $1.15 billion, compared with earnings of $258 million in 2000.

J.P. MORGAN CHASE & CO.
News Release

Retail & Middle Market Financial Services operating revenues were $2.87 billion, up 11% from the fourth quarter of 2000. For the full year, operating revenues totaled $10.92 billion, up 7%. The growth reflected record mortgage and auto financing originations, growth in credit card outstandings, and higher deposit volumes in regional banking and middle market banking. These increases were partially offset by the impact of lower interest rates on deposit spreads and mortgage servicing prepayments.

Cash operating expenses of $1.43 billion increased by 5% from the fourth quarter of 2000. For the full year, cash operating expenses of $5.47 billion increased 4% over the prior year. The increases reflect higher production volumes and higher marketing expenditures. Partially offsetting these increases were $145 million in savings achieved through productivity programs including an organization-wide Six Sigma effort. Cash operating earnings of $343 million for the fourth quarter were down 25% from the prior year due largely to higher credit costs, including a $250 million provision for loan losses in excess of charge-offs. For the full year, cash operating earnings of $1.69 billion were down 5% due to higher net charge-offs and additions to loan loss reserves of $310 million. Cash ROE for the fourth quarter was 15% and for the full year was 20%.

Mortgage originations totaled $50.4 billion in the quarter and $184.2 billion for the full year, and grew by a record 142% during 2001. Auto finance experienced a record level of originations in the quarter, increasing by 58% over the same period last year. Credit card-related outstandings grew 12% to $41.6 billion and included a record 4 million new accounts originated during the year. The lower interest rate environment negatively affected the deposit businesses in regional banking and middle market, but both posted deposit growth compared to last year of 5% and 7%, respectively.

Treasury & Securities Services operating revenues were $890 million in the fourth quarter of 2001, down 3% from the fourth quarter of 2000. For the full year, operating revenues were $3.63 billion, up 2%. Institutional Trust operating revenues increased 15% when compared with both the fourth quarter of 2000 and the full year driven by good volumes in debt markets as well as the impact of acquisitions. Operating revenues for Treasury Services were virtually flat compared to a strong fourth quarter of 2000, but increased 3% for the full year reflecting higher product revenues in the U.S. and Europe that offset the negative effect of declining short-term interest rates on deposits. Investor Services operating revenues were down 12% when compared with the fourth quarter of 2000, and declined 4% for the full year, reflecting the impact of weaker global equity markets that resulted in lower asset levels, reduced money flows and lower business activity.

Cash operating expenses increased 3% for the full year, but were flat compared with the fourth quarter of 2000 reflecting expense control in response to the weaker revenue climate. Cash operating earnings declined 9% from the fourth quarter of 2000, while full year cash operating earnings were virtually unchanged. Cash ROE was 23% in the fourth quarter and 24% for the full year.

Expenses

Total cash operating noninterest expense was $4.65 billion in the fourth quarter, a 16% decline from the fourth quarter of 2000. For the full year, cash operating noninterest expense was $20.05 billion, down 8% from the prior year (pro forma for Flemings). Areas affected by the merger have

J.P. MORGAN CHASE & CO.
News Release

experienced declines greater than 8%; these declines were partially offset by expense growth in non-merging areas. The expense reductions reflect acceleration of merger execution and a response to the weaker market environment. As of December 31, approximately 8,200 positions have been eliminated since the merger announcement date in areas affected by the merger.

Amortization of intangibles was $187 million in the fourth quarter of 2001 compared to $186 million one year ago. Amortization of intangibles was $0.09 per share in the fourth quarter of 2001, and $0.09 per share one year ago. Upon the implementation of FAS 142 in 2002 we expect there will be no impairment of intangibles and we will report only operating and reported net income. Based on existing intangibles that will continue to be amortized, full year 2002 amortization is expected to be approximately $35 million per quarter.

Credit

Commercial net charge-offs in the fourth quarter of 2001 were $433 million, compared to $189 million in the previous quarter and $159 million in the fourth quarter of 2000. For the full year, commercial net charge-offs totaled $982 million compared to $400 million in 2000. The charge-off ratio was 1.58% for the fourth quarter of 2001 and 0.87% for the full year.

Consumer net charge-offs on a managed basis (i.e. including securitized assets) were $649 million, up from $588 million in the fourth quarter of 2000. For the full year, consumer net charge-offs totaled $2.40 billion compared with $2.07 billion in the prior year. On a managed basis, the credit card net charge-off ratio was 5.48% in the fourth quarter of 2001, compared to 5.64% for the third quarter of 2001 and 4.86% for the fourth quarter of 2000.

Provisions in excess of net charge-offs of $650 million were recorded in the fourth quarter, based on an analysis of expected loss and other factors. We will continue to adjust our allowance as needed in response to changes in the economic environment. For the full year, provisions in excess of net charge-offs totaled $850 million.

Total Nonperforming Assets were $3.92 billion at December 31, 2001, which includes $1.13 billion related to the Enron surety receivables and letter of credit. Excluding this amount, which is the subject of litigation with creditworthy entities, nonperforming assets totaled $2.79 billion. This compares to $2.65 billion at September 30, 2001 and $1.92 billion as of December 31, 2000.

Total assets and capital

Total assets as of December 31, 2001 were $694 billion, compared with $799 billion at September 30, 2001 and $715 billion as of December 31, 2000. The majority of the reduction from the prior quarter reflects the resolution of the industry-wide clearing and settlement problems experienced in September. In addition, commercial loans declined 10% from the prior quarter while consumer loans increased 7%. The Tier One capital ratio was 8.3% at December 31, 2001, compared to 8.2% at September 30, 2001 and 8.5% at December 31, 2000.

J.P. MORGAN CHASE & CO.
News Release

Other financial information

Special Items in the fourth quarter of 2001 included $841 million (pre-tax) in merger and restructuring costs. Special items in the fourth quarter of 2000 included merger-related charges of $1.25 billion offset by gains on the sale of the Hong Kong retail business and the transfer of our Euroclear related businesses.

J.P. Morgan Chase & Co. is a leading global financial services firm with assets of $694 billion and operations in more than 50 countries. With relationships with over 99% of the Fortune 1000 companies, the firm is a leader in investment banking, asset management, private banking, private equity, custody and transaction services and retail and middle market financial services. A component of the Dow Jones Industrial Average, JPMorgan Chase is headquartered in New York and serves more than 30 million consumer customers and the world’s most prominent corporate, institutional and government clients. Information about JPMorgan Chase is available on the internet at www.jpmorganchase.com.

JPMorgan Chase will hold a presentation for the investment community on Wednesday, January 16, 2002 at 11:00 a.m. (Eastern Standard Time) to review fourth quarter 2001 financial results. A live audio webcast of the presentation will be available on www.jpmorganchase.com. In addition, persons interested in listening to the presentation by telephone may dial in at (973) 321-1040. A telephone replay of the presentation will be available beginning at 1:30 p.m. (EST) on January 16, 2002 and continuing through 6:00 p.m. (EST) on January 22, 2002 at (973) 341-3080. 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, the financial supplement and supplemental information about the Investment Bank are available on the JPMorgan Chase web site (www.jpmorganchase.com).

This press release contains statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These uncertainties could cause our results to differ materially from such forward looking statements. Such risks and uncertainties are described in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 and in the 2000 Annual Report on Form 10-K, each filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s internet site (http://www.sec.gov), to which reference is hereby made.

(JPMORGANCHASE LOGO)

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


											4QTR 2001
											Over (Under)

		4QTR			3QTR			4QTR
		2001			2001			2000			3Q 2001			4Q 2000

OPERATING INCOME STATEMENT (a)




OPERATING REVENUE:




Investment Banking Fees		$	931		$	811		$	1,051			15	%		(11	)%




Trading-Related Revenue (Including Trading NII)			904			1,614			1,414			(44	)		(36	)




Fees and Commissions			2,271			2,231			2,323			2			(2	)




Private Equity — Realized Gains			81			204			373			(60	)		(78	)




Private Equity — Unrealized Gains (Losses)			(505	)		(311	)		(471	)		(62	)		(7	)




Securities Gains			202			142			118			42			71




Other Revenue			132			203			258			(35	)		(49	)




Net Interest Income (Excluding Trading NII)			2,825			2,725			2,509			4			13

	TOTAL OPERATING REVENUE		6,841			7,619			7,575			(10	)		(10	)




OPERATING EXPENSE:




Compensation Expense			2,652			2,883			3,310			(8	)		(20	)




Noncompensation Expense (b)			1,997			1,994			2,246			—			(11	)

	TOTAL CASH EXPENSE		4,649			4,877			5,556			(5	)		(16	)




Credit Costs			1,732			1,015			667			71			160

Cash Operating Income before Taxes			460			1,727			1,352			(73	)		(66	)




Income Taxes			26			509			403			(95	)		(94	)

CASH OPERATING EARNINGS			434			1,218			949			(64	)		(54	)




Less: Amortization of Intangibles			187			182			186			3			1

OPERATING EARNINGS			247			1,036			763			(76	)		(68	)




Restructuring/Merger Expenses & Special Items			(579	)		(587	)		(55	)		1		NM

NET INCOME (LOSS)		$	(332	)	$	449		$	708		NM			NM

EARNINGS PER SHARE




Diluted Earnings per Share — Operating		$	0.12		$	0.51		$	0.37			(76	)		(68	)




Diluted Earnings per Share — Operating (Excl. JPMP)			0.29			0.59			0.44			(51	)		(34	)




Diluted Earnings per Share — Net Income (Loss) (c)			(0.18	)		0.22			0.34		NM			NM




CASH OPERATING BASIS




Diluted Earnings per Share		$	0.21		$	0.60		$	0.46			(65	)		(54	)




Shareholder Value Added			(837	)		(50	)		(290	)	NM			NM




Return on Managed Assets			0.23	%		0.64	%		0.52	%	(41		)bp	(29		)bp




Return on Common Equity			4.0			11.5			9.1			(750	)		(510	)




Overhead Ratio			68			64			73			400			(500	)




Compensation Expense as a % of Revenue			39			38			44			100			(500	)




Noncompensation Expense as a % of Revenue			29			26			30			300			(100	)




COMMON SHARES OUTSTANDING




Basic Average Shares Outstanding			1,969.6			1,975.3			1,924.8			—	%		2	%




Diluted Average Shares Outstanding			2,007.4			2,020.9			2,007.1			(1	)		—




Common Shares Outstanding — at Period End			1,973.4			1,972.9			1,928.5			—			2




CASH DIVIDENDS DECLARED PER SHARE		$	0.34		$	0.34		$	0.32			—			6




BOOK VALUE PER SHARE			20.32			21.15			21.17			(4	)		(4	)




COMMON DIVIDEND PAYOUT RATIO (d)			292	%		66	%		85	%




CAPITAL RATIOS




Tier I Capital Ratio			8.3	%(e)		8.2	%		8.5	%	10		bp	(20		)bp




Total Capital Ratio			11.9	(e)		11.6			12.0			30			(10	)




Tier I Leverage			5.2	(e)		5.3			5.4			(10	)		(20	)
[Additional columns below]




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


		FULL YEAR

								2001
								Over (Under)

		2001			2000			2000

OPERATING INCOME STATEMENT (a)




OPERATING REVENUE:




Investment Banking Fees		$	3,612		$	4,362			(17	)%




Trading-Related Revenue (Including Trading NII)			6,279			7,142			(12	)




Fees and Commissions			8,868			8,879			—




Private Equity — Realized Gains			651			2,051			(68	)




Private Equity — Unrealized Gains (Losses)			(1,884	)		(1,036	)		(82	)




Securities Gains			866			229			278




Other Revenue			860			1,148			(25	)




Net Interest Income (Excluding Trading NII)			10,846			10,018			8

	TOTAL OPERATING REVENUE		30,098			32,793			(8	)




OPERATING EXPENSE:




Compensation Expense			11,944			12,748			(6	)




Noncompensation Expense (b)			8,103			8,117			—

	TOTAL CASH EXPENSE		20,047			20,865			(4	)




Credit Costs			4,233			2,367			79

Cash Operating Income before Taxes			5,818			9,561			(39	)




Income Taxes			1,680			3,106			(46	)

CASH OPERATING EARNINGS			4,138			6,455			(36	)




Less: Amortization of Intangibles			729			528			38

OPERATING EARNINGS			3,409			5,927			(42	)




Restructuring/Merger Expenses & Special Items			(1,715	)		(200	)	NM

NET INCOME (LOSS)		$	1,694		$	5,727			(70	)

EARNINGS PER SHARE




Diluted Earnings per Share — Operating		$	1.65		$	2.96			(44	)




Diluted Earnings per Share — Operating (Excl. JPMP)			2.23			2.85			(22	)




Diluted Earnings per Share — Net Income (Loss) (c)			0.80			2.86			(72	)
CASH OPERATING BASIS




Diluted Earnings per Share		$	2.01		$	3.23			(38	)




Shareholder Value Added			(911	)		2,018		NM




Return on Managed Assets			0.55	%		0.93	%	(38		)bp




Return on Common Equity			9.8			17.6			(780	)




Overhead Ratio			67			64			300




Compensation Expense as a % of Revenue			40			39			100




Noncompensation Expense as a % of Revenue			27			25			200




COMMON SHARES OUTSTANDING




Basic Average Shares Outstanding			1,972.4			1,884.1			5	%




Diluted Average Shares Outstanding			2,023.6			1,969.0			3




Common Shares Outstanding — at Period End			1,973.4			1,928.5			2




CASH DIVIDENDS DECLARED PER SHARE		$	1.36		$	1.28			6




BOOK VALUE PER SHARE




COMMON DIVIDEND PAYOUT RATIO (d)			82	%		40	%




CAPITAL RATIOS




Tier I Capital Ratio




Total Capital Ratio




Tier I Leverage

(a)  See page 11 for a reconciliation between reported results and operating results.
(b)  Excludes the amortization of intangibles.
(c)  Diluted earnings per share have been reduced by $0.01 in the year ended December 31, 2001 due to the impact of the adoption
      of SFAS 133 relating to the accounting for derivative instruments and hedging activities.
(d)  Operating basis
(e)  Estimated
bp — Denotes basis points; 100 bp equals 1%

Page 7

(JPMORGANCHASE LOGO)

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


											4QTR 2001
											Over (Under)

		4QTR			3QTR			4QTR			3Q			4Q
		2001			2001			2000			2001			2000

OPERATING REVENUE




Investment Bank		$	3,106		$	3,587		$	3,707			(13	)%		(16	)%




Investment Management & Private Banking			729			736			910			(1	)		(20	)




Retail & Middle Market Financial Services			2,868			2,785			2,591			3			11




Treasury & Securities Services			890			926			914			(4	)		(3	)




Corporate (b)			(307	)		(236	)		(411	)		(30	)		25

	OPERATING REVENUE EXCLUDING JPMP		7,286			7,798			7,711			(7	)		(6	)




JPMorgan Partners			(445	)		(179	)		(136	)		(149	)		(227	)

	OPERATING REVENUE (b)	$	6,841		$	7,619		$	7,575			(10	)		(10	)

EARNINGS




Investment Bank		$	379		$	712		$	497			(47	)		(24	)




Investment Management & Private Banking			115			124			138			(7	)		(17	)




Retail & Middle Market Financial Services			343			441			456			(22	)		(25	)




Treasury & Securities Services			168			185			184			(9	)		(9	)




Corporate (b)			(225	)		(87	)		(187	)		(159	)		(20	)

	CASH OPERATING EARNINGS EXCLUDING JPMP		780			1,375			1,088			(43	)		(28	)




JPMorgan Partners			(346	)		(157	)		(139	)		(120	)		(149	)

	CASH OPERATING EARNINGS (c)		434			1,218			949			(64	)		(54	)




Less: Amortization of Intangibles			187			182			186			3			1

	OPERATING EARNINGS (c)		247			1,036			763			(76	)		(68	)




Restructuring/Merger Expenses & Special Items			(579	)		(587	)		(55	)		1		NM

	NET INCOME (LOSS) (c)	$	(332	)	$	449		$	708		NM			NM

EARNINGS PER SHARE — DILUTED




CASH OPERATING EARNINGS EXCLUDING JPMP		$	0.38		$	0.67		$	0.53			(43	)		(28	)




Impact of JPMP			(0.17	)		(0.07	)		(0.07	)		(143	)		(143	)

CASH OPERATING EARNINGS (c)			0.21			0.60			0.46			(65	)		(54	)




Impact of Intangibles			(0.09	)		(0.09	)		(0.09	)		—			—

OPERATING EARNINGS (c)			0.12			0.51			0.37			(76	)		(68	)




Restructuring/Merger Expenses & Special Items			(0.29	)		(0.29	)		(0.03	)		—		NM

NET INCOME (LOSS) (c)		$	(0.18	)(d)	$	0.22		$	0.34		NM			NM

CASH OPERATING RETURN ON COMMON EQUITY




Investment Bank			7.8	%		15.1	%		9.3	%	(730		)bp	(150		)bp




Investment Management & Private Banking			7.5			8.1			8.3			(60	)		(80	)




Retail & Middle Market Financial Services			15.3			19.9			21.5			(460	)		(620	)




Treasury & Securities Services			23.2			25.2			25.2			(200	)		(200	)




CASH OPERATING RETURN ON COMMON EQUITY (c)			4.0			11.5			9.1			(750	)		(510	)




OPERATING RETURN ON COMMON EQUITY (c)			2.2			9.8			7.3			(760	)		(510	)

[Additional columns below]

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


								2001
		FULL YEAR						Over (Under)

											Proforma
		2001			2000			2000			2000 (a)

OPERATING REVENUE




Investment Bank		$	14,899		$	15,963			(7	)%		(11	)%




Investment Management & Private Banking			3,085			3,362			(8	)		(20	)




Retail & Middle Market Financial Services			10,915			10,176			7




Treasury & Securities Services			3,632			3,564			2




Corporate (b)			(976	)		(1,061	)		8

	OPERATING REVENUE EXCLUDING JPMP		31,555			32,004			(1	)		(5	)




JPMorgan Partners			(1,457	)		789		NM

	OPERATING REVENUE (b)	$	30,098		$	32,793			(8	)		(12	)

EARNINGS




Investment Bank		$	2,945		$	3,486			(16	)		(18	)




Investment Management & Private Banking			467			567			(18	)		(30	)




Retail & Middle Market Financial Services			1,688			1,785			(5	)




Treasury & Securities Services			693			693			—




Corporate (b)			(507	)		(334	)		(52	)

	CASH OPERATING EARNINGS EXCLUDING JPMP		5,286			6,197			(15	)		(18	)




JPMorgan Partners			(1,148	)		258		NM

	CASH OPERATING EARNINGS (c)		4,138			6,455			(36	)		(38	)




Less: Amortization of Intangibles			729			528			38

	OPERATING EARNINGS (c)		3,409			5,927			(42	)		(43	)




Restructuring/Merger Expenses & Special Items			(1,715	)		(200	)	NM

	NET INCOME (LOSS) (c)	$	1,694		$	5,727			(70	)		(70	)

EARNINGS PER SHARE — DILUTED




CASH OPERATING EARNINGS EXCLUDING JPMP		$	2.58		$	3.11			(17	)




Impact of JPMP			(0.57	)		0.12		NM

CASH OPERATING EARNINGS (c)			2.01			3.23			(38	)




Impact of Intangibles			(0.36	)		(0.27	)		(33	)

OPERATING EARNINGS (c)			1.65			2.96			(44	)




Restructuring/Merger Expenses & Special Items			(0.85	)		(0.10	)	NM

NET INCOME (LOSS) (c)		$	0.80		$	2.86			(72	)

CASH OPERATING RETURN ON COMMON EQUITY




Investment Bank			15.1	%		18.3	%	(320		)bp	(260		)bp




Investment Management & Private Banking			7.5			13.0			(550	)		(260	)




Retail & Middle Market Financial Services			19.5			20.6			(110	)




Treasury & Securities Services			23.6			24.0			(40	)




CASH OPERATING RETURN ON COMMON EQUITY (c)			9.8			17.6			(780	)




OPERATING RETURN ON COMMON EQUITY (c)			8.1			16.1			(800	)

(a)		Pro forma results assume that the purchase of Flemings occurred at the beginning of 2000 and primarily affected the Investment Bank, Investment Management & Private Banking and total consolidated results.
(b)		Includes LabMorgan, Support Units and the effects remaining at the corporate level after the implementation of management accounting policies.
(c)		Represents consolidated JPMorgan Chase.
(d)		Diluted EPS is reported as $(0.18) which is the same as basic EPS, instead of $(0.17), since using diluted average shares outstanding would cause antidilution. As a result, the net loss earnings per share does not foot by $(0.01).

Page 8

(JPMORGANCHASE LOGO)

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


										Dec 31, 2001
										Over (Under)
	Dec 31st			Sep 30th			Dec 31st
	2001			2001			2000			Sep 30, 01			Dec 31, 00

ASSETS
Cash and Due from Banks	$	22,600		$	22,299		$	23,972			1	%		(6	)%




Deposits with Banks		12,743			9,341			8,333			36			53




Federal Funds Sold and Securities Purchased under Resale Agreements		63,727			78,997			69,474			(19	)		(8	)




Securities Borrowed		36,580			37,499			32,371			(2	)		13




Trading Assets		189,405			250,550			215,622			(24	)		(12	)




Securities		59,760			66,468			73,695			(10	)		(19	)




Loans (Net of Allowance for Loan Losses)		212,920			219,411			212,385			(3	)		—




Goodwill and Other Intangibles		15,347			14,683			15,833			5			(3	)




Private Equity Investments		9,197			9,628			11,428			(4	)		(20	)




Other Assets		71,296			90,424			52,235			(21	)		36

TOTAL ASSETS	$	693,575		$	799,300		$	715,348			(13	)		(3	)

LIABILITIES
Deposits	$	293,650		$	281,604		$	279,365			4			5




Federal Funds Purchased and Securities Sold under Repurchase Agreements		128,445			181,775			131,738			(29	)		(2	)




Commercial Paper		18,510			19,299			24,851			(4	)		(26	)




Other Borrowed Funds		10,835			21,941			19,840			(51	)		(45	)




Trading Liabilities		109,051			129,411			128,674			(16	)		(15	)




Accounts Payable and Other Liabilities (Including the Allowance for Credit Losses)		47,813			75,231			40,754			(36	)		17




Long-Term Debt		39,183			42,315			43,299			(7	)		(10	)




Guaranteed Preferred Beneficial Interests in the Firm’s Junior Subordinated Deferrable Interest Debentures		4,439			4,439			3,939			—			13

TOTAL LIABILITIES		651,926			756,015			672,460			(14	)		(3	)




PREFERRED STOCK OF SUBSIDIARY		550			550			550			—			—




STOCKHOLDERS’ EQUITY




Preferred Stock		1,009			1,009			1,520			—			(34	)




Common Stock		1,997			1,993			1,940			—			3




Capital Surplus		12,495			12,244			11,598			2			8




Retained Earnings		26,993			28,021			28,096			(4	)		(4	)




Accumulated Other Comprehensive Income (Loss)		(442	)		267			(241	)	NM				(83	)




Treasury Stock, at Cost		(953	)		(799	)		(575	)		(19	)		(66	)

TOTAL STOCKHOLDERS’ EQUITY		41,099			42,735			42,338			(4	)		(3	)

TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY	$	693,575		$	799,300		$	715,348			(13	)		(3	)

Page 9

(JPMORGANCHASE LOGO)

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


											Dec 31, 2001
											Over (Under)

				Dec 31st			Sep 30th		Dec 31st
				2001			2001		2000		Sep 30, 01			Dec 31, 00

CREDIT-RELATED ASSETS:




Commercial Loans				$	104,864		$	116,578	$	119,460		(10	)%		(12	)%




Derivative and FX Contracts					71,157			85,407		76,373		(17	)		(7	)

	Total Commercial Credit-Related Assets				176,021			201,985		195,833		(13	)		(10	)




Managed Consumer Loans (a)					134,004			125,431		114,461		7			17

	Total Managed Credit-Related Assets			$	310,025		$	327,416	$	310,294		(5	)		—

NET CHARGE-OFFS: (b)
Commercial Loans				$	433		$	189	$	159		129			172

Credit Card — Managed					538			534		417		1			29




All Other Consumer					111			92		78		21			42

Managed Consumer Loans					649			626		495		4			31




FFIEC Conformity					—			—		93	NM			NM

	Total Managed Net Charge-offs			$	1,082		$	815	$	747		33			45

NONPERFORMING ASSETS:




Commercial Loans				$	1,997		$	2,018	$	1,434		(1	)		39




Derivative and FX Contracts					170			46		37		270			359




Consumer Loans (a)					499			459		384		9			30




Assets Acquired in Loan Satisfactions					124			123		68		1			82

		Total			2,790			2,646		1,923		5			45




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

			Total Nonperforming Assets	$	3,920	(d)	$	2,646	$	1,923		48			104

SELECTED COUNTRY TOTAL EXPOSURE (in billions)




Argentina				$	0.6	(e)	$	0.9	$	1.4		(33	)%		(57	)%




Brazil					3.3	(e)		3.5		2.4		(6	)		38




Turkey					0.3	(e)		0.2		0.7		50			(57	)

(a)		Includes credit card receivables that have been securitized.
(b)		Net charge-offs are presented for the quarter ended as of the date indicated.
(c)		This amount relates to the Enron surety receivables and letter of credit, which is the subject of litigation with credit-worthy entities.
(d)		Nonperforming assets have not been reduced for credit protection (single name credit default swaps and collateralized loan obligations) aggregating $42 million related to nonperforming counterparties at December 31, 2001.
(e)		Estimated

Page 10

(JPMORGANCHASE LOGO)

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


	FOURTH QUARTER 2001

	REPORTED			CREDIT		SPECIAL
	RESULTS			CARD		ITEMS			OPERATING
	(a)			(b)		(c)			BASIS

INCOME STATEMENT




Revenue	$	6,577		$	264	$	—		$	6,841




Cash Expense		4,649			—		—			4,649




Amortization of Intangibles		187			—		—			187

Operating Margin		1,741			264		—			2,005




Credit Costs		1,468			264		—			1,732

Income before Merger and Restructuring Costs		273			—		—			273




Merger and Restructuring Costs		841			—		(841	)		—

Income (Loss) before Income Tax Expense		(568	)		—		841			273




Tax Expense (Benefit)		(236	)		—		262			26

Net Income (Loss)	$	(332	)	$	—	$	579		$	247

Add Back: Amortization of Intangibles										187

Cash Earnings									$	434

NET INCOME (LOSS) PER SHARE




Basic	$	(0.18	)						$	0.12




Diluted		(0.18	)							0.12




CASH EARNINGS PER SHARE




Basic									$	0.21




Diluted										0.21

[Additional columns below]

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


	FOURTH QUARTER 2000

	REPORTED		CREDIT		SPECIAL
	RESULTS		CARD		ITEMS			OPERATING
	(a)		(b)		(c)			BASIS

INCOME STATEMENT




Revenue	$	8,543	$	258	$	(1,226	)	$	7,575




Cash Expense		5,556		—		—			5,556




Amortization of Intangibles		186		—		—			186

Operating Margin		2,801		258		(1,226	)		1,833




Credit Costs		409		258		—			667

Income before Merger and Restructuring Costs		2,392		—		(1,226	)		1,166




Merger and Restructuring Costs		1,302		—		(1,302	)		—

Income (Loss) before Income Tax Expense		1,090		—		76			1,166




Tax Expense (Benefit)		382		—		21			403

Net Income (Loss)	$	708	$	—	$	55		$	763

Add Back: Amortization of Intangibles									186

Cash Earnings								$	949

NET INCOME (LOSS) PER SHARE




Basic	$	0.36						$	0.39




Diluted		0.34							0.37




CASH EARNINGS PER SHARE




Basic								$	0.48




Diluted									0.46


	FULL YEAR 2001								FULL YEAR 2000

	REPORTED			CREDIT		SPECIAL
	RESULTS			CARD		ITEMS			OPERATING
	(a)			(b)		(c)			BASIS

INCOME STATEMENT




Revenue	$	29,050		$	1,048	$	—		$	30,098




Cash Expense		20,047			—		—			20,047




Amortization of Intangibles		729			—		—			729

Operating Margin		8,274			1,048		—			9,322




Credit Costs		3,185			1,048		—			4,233

Income before Merger and Restructuring Costs		5,089			—		—			5,089




Merger and Restructuring Costs		2,523			—		(2,523	)		—

Income before Income Tax Expense and Effect of Accounting Change		2,566			—		2,523			5,089




Tax Expense		847			—		833			1,680

Income before Effect of Accounting Change		1,719			—		1,690			3,409




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

Net Income	$	1,694		$	—	$	1,715		$	3,409

Add Back: Amortization of Intangibles										729

Cash Earnings									$	4,138

NET INCOME PER SHARE




Basic	$	0.83	(d)						$	1.69




Diluted		0.80	(d)							1.65




CASH EARNINGS PER SHARE




Basic									$	2.06




Diluted										2.01

[Additional columns below]

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


		FULL YEAR 2000

		REPORTED		CREDIT		SPECIAL
		RESULTS		CARD		ITEMS			OPERATING
		(a)		(b)		(c)			BASIS

INCOME STATEMENT




Revenue		$	32,934	$	990	$	(1,131	)	$	32,793




Cash Expense			20,865		—		—			20,865




Amortization of Intangibles			528		—		—			528

Operating Margin			11,541		990		(1,131	)		11,400




Credit Costs			1,377		990		—			2,367

Income before Merger and Restructuring Costs			10,164		—		(1,131	)		9,033




Merger and Restructuring Costs			1,431		—		(1,431	)		—

Income before Income Tax Expense and Effect of Accounting Change			8,733		—		300			9,033




Tax Expense			3,006		—		100			3,106

Income before Effect of Accounting Change			5,727		—		200			5,927




Net Effect of Change in Accounting Principle			—		—		—			—

Net Income		$	5,727	$	—	$	200		$	5,927

Add Back: Amortization of Intangibles										528

Cash Earnings									$	6,455

NET INCOME PER SHARE




Basic		$	2.99						$	3.09




Diluted			2.86							2.96




CASH EARNINGS PER SHARE




Basic	$									3.38




Diluted										3.23

(a)		Represents condensed results as reported in JPMorgan Chase’s financial statements.
(b)		This column excludes the impact of credit card securitizations. For receivables that have been securitized, amounts that would have been reported as net interest income and as provision for loan losses are instead reported as components of noninterest revenue.
(c)		Includes merger and restructuring costs and special items. The 2001 fourth quarter and full year include $841 million and $2,523 million, respectively, in merger and restructuring expenses. The 2000 fourth quarter includes an $827 million gain on the sale of the Hong Kong retail banking business, a $399 million gain from the transfer of Euroclear related business, $52 million of restructuring costs associated with previously announced relocation initiatives ($181 million for the full year) and $1,250 million in merger expenses. Also included in the 2000 full year was an $81 million gain from the sale of a business in Panama and a $176 million loss resulting from the economic hedge of the purchase price of Flemings prior to its acquisition.
(d)		Includes the effect of the accounting change. Excluding the accounting change, basic and diluted net income per share for the full year 2001 were $0.84 and $0.81, respectively.

Page 11

EX-99.2: PRESS RELEASE

(JPMORGANCHASE LOGO)

PRESS RELEASE FINANCIAL SUPPLEMENT

FOURTH QUARTER 2001

(JPMORGANCHASE LOGO)

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


	Page
JPMorgan Chase Consolidated




Statement of Income — Reported Basis		3




Lines of Business Financial Highlights Summary		4




Statement of Income — Operating Basis Excluding JPMorgan Partners		5




Statement of Income — Operating Basis		6




Reconciliation from Reported to Operating Basis		7




Segment Detail




Investment Bank		8




Investment Management & Private Banking		9




Treasury & Securities Services		10




JPMorgan Partners		11




Investment Portfolio — Private and Public Securities		12




Retail & Middle Market Financial Services		13




Supplemental Detail




Noninterest Revenue and Noninterest Expense Detail		14




Consolidated Balance Sheet		15




Condensed Average Balance Sheet and Annualized Yields		16




Credit-Related Information		17-19




Capital		20




Glossary of Terms		21

On December 31, 2000, J.P. Morgan & Co. Incorporated (“J.P. Morgan”) merged with and into The Chase Manhattan Corporation (“Chase”). Upon consummation of the merger, Chase changed its name to J.P. Morgan Chase & Co. (“JPMorgan Chase” or “the Firm”). The merger was accounted for as a pooling of interests and, accordingly, the information included in this document reflects the combined results of Chase and J.P. Morgan as if the merger had been in effect for all periods presented. In addition, certain amounts have been reclassified to conform to the current presentation.

Page 2

(JP MORGAN CHASE LOGO)

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


		4QTR			3QTR			2QTR			1QTR			4QTR
		2001			2001			2001			2001			2000

REVENUE




Investment Banking Fees		$	931		$	811		$	929		$	941		$	1,051




Trading Revenue			355			1,301			1,261			2,001			1,142




Fees and Commissions			2,424			2,331			2,388			2,065			2,387




Private Equity — Realized Gains (Losses)			81			204			(46	)		412			373




Private Equity — Unrealized Gains (Losses)			(505	)		(311	)		(783	)		(285	)		(471	)




Securities Gains			202			142			67			455			118




Other Revenue			145			212			274			246			1,482

Total Noninterest Revenue			3,633			4,690			4,090			5,835			6,082




Interest Income			6,823			7,709			8,469			9,180			9,922




Interest Expense			3,879			5,050			5,688			6,762			7,461

Net Interest Income			2,944			2,659			2,781			2,418			2,461

Revenue before Provision for Loan Losses			6,577			7,349			6,871			8,253			8,543




Provision for Loan Losses			1,468			745			525			447			409

	TOTAL NET REVENUE		5,109			6,604			6,346			7,806			8,134






	EXPENSE




	Compensation Expense		2,652			2,883			3,052			3,357			3,310




	Occupancy Expense		334			339			327			348			351




	Technology and Communications		640			663			674			654			668




	Merger and Restructuring Costs		841			876			478			328			1,302




	Amortization of Intangibles		187			182			183			177			186




	Other Expense		1,023			992			1,047			1,062			1,227

	TOTAL NONINTEREST EXPENSE		5,677			5,935			5,761			5,926			7,044

Income (Loss) before Income Tax Expense and Effect of Accounting Change			(568	)		669			585			1,880			1,090




Income Tax Expense (Benefit)			(236	)		220			207			656			382

INCOME BEFORE EFFECT OF ACCOUNTING CHANGE			(332	)		449			378			1,224			708




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

NET INCOME (LOSS)		$	(332	)	$	449		$	378		$	1,199		$	708






NET INCOME (LOSS) PER SHARE (a)




Basic		$	(0.18	)	$	0.22		$	0.18		$	0.60		$	0.36




Diluted			(0.18	)		0.22			0.18			0.58			0.34









PERFORMANCE RATIOS




Return on Average Assets		NM				0.24	%		0.21	%		0.67	%		0.40	%




Return on Average Common Equity		NM				4.2			3.5			11.6			6.8














FULL-TIME EQUIVALENT EMPLOYEES (b)			95,812			96,633			97,224			98,518			99,757

[Additional columns below]

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


		4QTR 2001													2001
		Over (Under)							FULL YEAR						Over (Under)

		3Q 2001				4Q 2000			2001			2000			2000

REVENUE




Investment Banking Fees				15	%		(11	)%	$	3,612		$	4,362			(17	)%




Trading Revenue				(73	)		(69	)		4,918			6,298			(22	)




Fees and Commissions				4			2			9,208			9,229			—




Private Equity — Realized Gains (Losses)				(60	)		(78	)		651			2,051			(68	)




Private Equity — Unrealized Gains (Losses)				(62	)		(7	)		(1,884	)		(1,036	)		(82	)




Securities Gains				42			71			866			229			278




Other Revenue				(32	)		(90	)		877			2,289			(62	)

Total Noninterest Revenue				(23	)		(40	)		18,248			23,422			(22	)




Interest Income				(11	)		(31	)		32,181			36,643			(12	)




Interest Expense				(23	)		(48	)		21,379			27,131			(21	)

Net Interest Income				11			20			10,802			9,512			14

Revenue before Provision for Loan Losses				(11	)		(23	)		29,050			32,934			(12	)




Provision for Loan Losses				97			259			3,185			1,377			131

	TOTAL NET REVENUE			(23	)		(37	)		25,865			31,557			(18	)






EXPENSE




Compensation Expense				(8	)		(20	)		11,944			12,748			(6	)




Occupancy Expense				(1	)		(5	)		1,348			1,294			4




Technology and Communications				(3	)		(4	)		2,631			2,454			7




Merger and Restructuring Costs				(4	)		(35	)		2,523			1,431			76




Amortization of Intangibles				3			1			729			528			38




Other Expense				3			(17	)		4,124			4,369			(6	)

	TOTAL NONINTEREST EXPENSE			(4	)		(19	)		23,299			22,824			2

Income (Loss) before Income Tax Expense and Effect of Accounting Change			NM			NM				2,566			8,733			(71	)




Income Tax Expense (Benefit)			NM			NM				847			3,006			(72	)

INCOME BEFORE EFFECT OF ACCOUNTING CHANGE			NM			NM				1,719			5,727			(70	)




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










NET INCOME (LOSS)			NM			NM			$	1,694		$	5,727			(70	)






NET INCOME (LOSS) PER SHARE (a)




Basic			NM			NM			$	0.83		$	2.99			(72	)




Diluted			NM			NM				0.80			2.86			(72	)









PERFORMANCE RATIOS




Return on Average Assets			NM			NM				0.23	%		0.85	%		(62	)bp




Return on Average Common Equity			NM			NM				3.9			15.6			(1,170	)





FULL-TIME EQUIVALENT EMPLOYEES (b)				(1	)%		(4	)%

(a)		Basic and diluted earnings per share have been reduced by $0.01 in the year ended December 31, 2001 due to the impact of the adoption of SFAS 133 relating to the accounting for derivative instruments and hedging activities.




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

Page 3

(JP MORGAN CHASE LOGO)

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


			4QTR			3QTR			2QTR			1QTR			4QTR
			2001			2001			2001			2001			2000

OPERATING REVENUE




	Investment Bank		$	3,106		$	3,587		$	3,773		$	4,433		$	3,707




	Investment Management & Private Banking			729			736			801			819			910




	Retail & Middle Market Financial Services			2,868			2,785			2,674			2,588			2,591




	Treasury & Securities Services			890			926			912			904			914




	Corporate (b)			(307	)		(236	)		(123	)		(310	)		(411	)

		OPERATING REVENUE EXCLUDING JPMP		7,286			7,798			8,037			8,434			7,711




	JPMorgan Partners			(445	)		(179	)		(893	)		60			(136	)

		OPERATING REVENUE (c)	$	6,841		$	7,619		$	7,144		$	8,494		$	7,575






EARNINGS




	Investment Bank		$	379		$	712		$	795		$	1,059		$	497




	Investment Management & Private Banking			115			124			123			105			138




	Retail & Middle Market Financial Services			343			441			451			453			456




	Treasury & Securities Services			168			185			166			174			184




	Corporate (b)			(225	)		(87	)		(38	)		(157	)		(187	)

		CASH OPERATING EARNINGS EXCLUDING JPMP		780			1,375			1,497			1,634			1,088




	JPMorgan Partners			(346	)		(157	)		(624	)		(21	)		(139	)

		CASH OPERATING EARNINGS (c)		434			1,218			873			1,613			949




	Amortization of Intangibles			187			182			183			177			186

		OPERATING EARNINGS (c)		247			1,036			690			1,436			763




	Restructuring/Merger Expenses & Special Items			(579	)		(587	)		(312	)		(237	)		(55	)





		NET INCOME (LOSS) (c)	$	(332	)	$	449		$	378		$	1,199		$	708






EARNINGS PER SHARE — DILUTED




CASH OPERATING EARNINGS EXCLUDING JPMP			$	0.38		$	0.67		$	0.73		$	0.80		$	0.53




	Impact of JPMP			(0.17	)		(0.07	)		(0.31	)		(0.02	)		(0.07	)

CASH OPERATING EARNINGS (c)				0.21			0.60			0.42			0.78			0.46




	Impact of Intangibles			(0.09	)		(0.09	)		(0.09	)		(0.08	)		(0.09	)

OPERATING EARNINGS (c)				0.12			0.51			0.33			0.70			0.37




	Restructuring/Merger Expenses & Special Items			(0.29	)		(0.29	)		(0.15	)		(0.12	)		(0.03	)





NET INCOME (LOSS) (c)			$	(0.18	) (d)	$	0.22		$	0.18		$	0.58		$	0.34






CASH OPERATING RETURN ON COMMON EQUITY




	Investment Bank			7.8	%		15.1	%		16.6	%		20.8	%		9.3	%




	Investment Management & Private Banking			7.5			8.1			8.0			6.6			8.3




	Retail & Middle Market Financial Services			15.3			19.9			21.1			22.1			21.5




	Treasury & Securities Services			23.2			25.2			21.8			24.5			25.2




	CASH OPERATING RETURN ON COMMON EQUITY (c)			4.0			11.5			8.2			15.6			9.1









	OPERATING RETURN ON COMMON EQUITY (c)			2.2			9.8			6.5			13.9			7.3

[Additional columns below]

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


			4QTR 2001												2001
			Over (Under)												Over (Under)

									FULL YEAR									Proforma

			3Q 2001			4Q 2000			2001			2000			2000			2000 (a)

OPERATING REVENUE




	Investment Bank			(13	)%		(16	)%	$	14,899		$	15,963			(7	)%		(11	)%




	Investment Management & Private Banking			(1	)		(20	)		3,085			3,362			(8	)		(20	)




	Retail & Middle Market Financial Services			3			11			10,915			10,176			7




	Treasury & Securities Services			(4	)		(3	)		3,632			3,564			2




	Corporate (b)			(30	)		25			(976	)		(1,061	)		8

		OPERATING REVENUE EXCLUDING JPMP		(7	)		(6	)		31,555			32,004			(1	)		(5	)




	JPMorgan Partners			(149	)		(227	)		(1,457	)		789		NM

		OPERATING REVENUE (c)		(10	)		(10	)	$	30,098		$	32,793			(8	)		(12	)






EARNINGS




	Investment Bank			(47	)		(24	)	$	2,945		$	3,486			(16	)		(18	)




	Investment Management & Private Banking			(7	)		(17	)		467			567			(18	)		(30	)




	Retail & Middle Market Financial Services			(22	)		(25	)		1,688			1,785			(5	)




	Treasury & Securities Services			(9	)		(9	)		693			693			—




	Corporate (b)			(159	)		(20	)		(507	)		(334	)		(52	)

		CASH OPERATING EARNINGS EXCLUDING JPMP		(43	)		(28	)		5,286			6,197			(15	)		(18	)




	JPMorgan Partners			(120	)		(149	)		(1,148	)		258		NM

		CASH OPERATING EARNINGS (c)		(64	)		(54	)		4,138			6,455			(36	)		(38	)




	Amortization of Intangibles			3			1			729			528			38

		OPERATING EARNINGS (c)		(76	)		(68	)		3,409			5,927			(42	)		(43	)




	Restructuring/Merger Expenses & Special Items			1		NM				(1,715	)		(200	)	NM





		NET INCOME (LOSS) (c)	NM			NM			$	1,694		$	5,727			(70	)		(70	)






EARNINGS PER SHARE — DILUTED




CASH OPERATING EARNINGS EXCLUDING JPMP				(43	)		(28	)	$	2.58		$	3.11			(17	)




	Impact of JPMP			(143	)		(143	)		(0.57	)		0.12		NM

CASH OPERATING EARNINGS (c)				(65	)		(54	)		2.01			3.23			(38	)




	Impact of Intangibles			—			—			(0.36	)		(0.27	)		(33	)

OPERATING EARNINGS (c)				(76	)		(68	)		1.65			2.96			(44	)




	Restructuring/Merger Expenses & Special Items			—		NM				(0.85	)		(0.10	)	NM





NET INCOME (LOSS) (c)			NM			NM			$	0.80		$	2.86			(72	)






CASH OPERATING RETURN ON COMMON EQUITY




	Investment Bank			(730	)bp		(150	)bp		15.1	%		18.3	%		(320	)bp		(260	)bp




	Investment Management & Private Banking			(60	)		(80	)		7.5			13.0			(550	)		(260	)




	Retail & Middle Market Financial Services			(460	)		(620	)		19.5			20.6			(110	)




	Treasury & Securities Services			(200	)		(200	)		23.6			24.0			(40	)




	CASH OPERATING RETURN ON COMMON EQUITY (c)			(750	)		(510	)		9.8			17.6			(780	)









	OPERATING RETURN ON COMMON EQUITY (c)			(760	)		(510	)		8.1			16.1			(800	)

(a)		Pro forma results assume that the purchase of Flemings occurred at the beginning of 2000 and primarily affected the Investment Bank, Investment Management & Private Banking and total consolidated results.




(b)		Includes LabMorgan, Support Units and the effects remaining at the corporate level after the implementation of management accounting policies.




(c)		Represents consolidated JPMorgan Chase.




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

Page 4

(JP MORGAN CHASE LOGO)

J.P. MORGAN CHASE & CO.

STATEMENT OF INCOME — OPERATING BASIS EXCLUDING JPMORGAN PARTNERS
(in millions, except per share and ratio data)


			4QTR			3QTR			2QTR			1QTR			4QTR
			2001			2001			2001			2001			2000

OPERATING REVENUE




	Investment Banking Fees		$	932		$	812		$	929		$	942		$	1,051




	Trading-Related Revenue (Including Trading NII)			904			1,614			1,594			2,167			1,414




	Fees and Commissions			2,228			2,222			2,330			2,004			2,293




	Private Equity — Realized Gains (Losses)			(38	)		1			14			(1	)		1




	Private Equity — Unrealized Gains (Losses)			(1	)		(5	)		(17	)		(4	)		(6	)




	Securities Gains			202			142			67			455			118




	Other Revenue			152			200			280			249			237




	Net Interest Income (Excluding Trading NII)			2,907			2,812			2,840			2,622			2,603

		TOTAL OPERATING REVENUE		7,286			7,798			8,037			8,434			7,711






OPERATING EXPENSE




	Compensation Expense			2,614			2,850			3,019			3,315			3,280




	Noncompensation Expense (Excluding Intangibles)			1,942			1,958			2,007			2,010			2,192

		TOTAL CASH EXPENSE		4,556			4,808			5,026			5,325			5,472









	Credit Costs			1,732			1,015			798			688			667

	Cash Operating Income before Taxes			998			1,975			2,213			2,421			1,572




	Income Taxes			218			600			716			787			484

CASH OPERATING EARNINGS				780			1,375			1,497			1,634			1,088




	Less: Amortization of Intangibles			182			177			178			171			181

OPERATING EARNINGS			$	598		$	1,198		$	1,319		$	1,463		$	907






OPERATING BASIS




	Diluted Earnings per Share		$	0.29		$	0.59		$	0.64		$	0.71		$	0.44









CASH OPERATING BASIS




	Diluted Earnings per Share		$	0.38		$	0.67		$	0.73		$	0.80		$	0.53




	Return on Common Equity			8.6	%		15.2	%		16.9	%		19.1	%		12.9	%




	Overhead Ratio			63			62			63			63			71




	Compensation Expense as a % of Operating Revenue			36			37			38			39			43




	Noncompensation Expense as a % of Operating Revenue			27			25			25			24			28

[Additional columns below]

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


			4QTR 2001													2001
			Over (Under)							FULL YEAR						Over (Under)

			3Q 2001			4Q 2000				2001			2000			2000

OPERATING REVENUE




	Investment Banking Fees			15	%			(11	)%	$	3,615		$	4,356			(17	)%




	Trading-Related Revenue (Including Trading NII)			(44	)			(36	)		6,279			7,155			(12	)




	Fees and Commissions			—				(3	)		8,784			8,789			—




	Private Equity — Realized Gains (Losses)		NM				NM				(24	)		10		NM




	Private Equity — Unrealized Gains (Losses)			80				83			(27	)		17		NM




	Securities Gains			42				71			866			229			278




	Other Revenue			(24	)			(36	)		881			1,121			(21	)




	Net Interest Income (Excluding Trading NII)			3				12			11,181			10,327			8

		TOTAL OPERATING REVENUE		(7	)			(6	)		31,555			32,004			(1	)






OPERATING EXPENSE




	Compensation Expense			(8	)			(20	)		11,798			12,582			(6	)




	Noncompensation Expense (Excluding Intangibles)			(1	)			(11	)		7,917			7,871			1

		TOTAL CASH EXPENSE		(5	)			(17	)		19,715			20,453			(4	)









	Credit Costs			71				160			4,233			2,367			79

	Cash Operating Income before Taxes			(49	)			(37	)		7,607			9,184			(17	)




	Income Taxes			(64	)			(55	)		2,321			2,987			(22	)

CASH OPERATING EARNINGS				(43	)			(28	)		5,286			6,197			(15	)




	Less: Amortization of Intangibles			3				1			708			514			38

OPERATING EARNINGS				(50	)			(34	)	$	4,578		$	5,683			(19	)






OPERATING BASIS




	Diluted Earnings per Share			(51	)			(34	)	$	2.23		$	2.85			(22	)









CASH OPERATING BASIS




	Diluted Earnings per Share			(43	)			(28	)	$	2.58		$	3.11			(17	)




	Return on Common Equity		(660		)bp		(430		)bp		14.9	%		21.4	%	(650		)bp




	Overhead Ratio			100				(800	)		62			64			(200	)




	Compensation Expense as a % of Operating Revenue			(100	)			(700	)		37			39			(200	)




	Noncompensation Expense as a % of Operating Revenue			200				(100	)		25			25			—

Page 5

(JP MORGAN CHASE LOGO)

J.P. MORGAN CHASE & CO.

STATEMENT OF INCOME — OPERATING BASIS
(in millions, except per share and ratio data)


		4QTR			3QTR			2QTR			1QTR			4QTR
		2001			2001			2001			2001			2000

OPERATING REVENUE




Investment Banking Fees		$	931		$	811		$	929		$	941		$	1,051




Trading-Related Revenue (Including Trading NII)			904			1,614			1,594			2,167			1,414




Fees and Commissions			2,271			2,231			2,350			2,016			2,323




Private Equity — Realized Gains (Losses)			81			204			(46	)		412			373




Private Equity — Unrealized Gains (Losses)			(505	)		(311	)		(783	)		(285	)		(471	)




Securities Gains			202			142			67			455			118




Other Revenue			132			203			274			251			258




Net Interest Income (Excluding Trading NII)			2,825			2,725			2,759			2,537			2,509

	TOTAL OPERATING REVENUE		6,841			7,619			7,144			8,494			7,575






OPERATING EXPENSE




Compensation Expense			2,652			2,883			3,052			3,357			3,310




Noncompensation Expense (Excluding Intangibles)			1,997			1,994			2,048			2,064			2,246

	TOTAL CASH EXPENSE		4,649			4,877			5,100			5,421			5,556









Credit Costs			1,732			1,015			798			688			667

Cash Operating Income before Taxes			460			1,727			1,246			2,385			1,352




Income Taxes			26			509			373			772			403

CASH OPERATING EARNINGS			434			1,218			873			1,613			949




Less: Amortization of Intangibles			187			182			183			177			186

OPERATING EARNINGS		$	247		$	1,036		$	690		$	1,436		$	763






OPERATING BASIS




Diluted Earnings per Share		$	0.12		$	0.51		$	0.33		$	0.70		$	0.37




Common Dividend Payout Ratio			292	%		66	%		102	%		48	%		85	%




Effective Tax Rate			10			33			35			35			35









CASH OPERATING BASIS




Diluted Earnings per Share		$	0.21		$	0.60		$	0.42		$	0.78		$	0.46




SVA			(837	)		(50	)		(394	)		370			(290	)




Return on Managed Assets			0.23	%		0.64	%		0.47	%		0.87	%		0.52	%




Return on Common Equity			4.0			11.5			8.2			15.6			9.1




Overhead Ratio			68			64			71			64			73




Compensation Expense as a % of Operating Revenue			39			38			43			40			44




Noncompensation Expense as a % of Operating Revenue			29			26			29			24			30

[Additional columns below]

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


		4QTR 2001												2001
		Over (Under)												Over (Under)

								FULL YEAR									Proforma

		3Q 2001			4Q 2000			2001			2000			2000			2000 (a)

OPERATING REVENUE




Investment Banking Fees			15	%		(11	)%	$	3,612		$	4,362			(17	)%		(19	)%




Trading-Related Revenue (Including Trading NII)			(44	)		(36	)		6,279			7,142			(12	)		(13	)




Fees and Commissions			2			(2	)		8,868			8,879			—			(9	)




Private Equity — Realized Gains (Losses)			(60	)		(78	)		651			2,051			(68	)		(68	)




Private Equity — Unrealized Gains (Losses)			(62	)		(7	)		(1,884	)		(1,036	)		(82	)		(82	)




Securities Gains			42			71			866			229			278		NM




Other Revenue			(35	)		(49	)		860			1,148			(25	)		(33	)




Net Interest Income (Excluding Trading NII)			4			13			10,846			10,018			8			7

	TOTAL OPERATING REVENUE		(10	)		(10	)		30,098			32,793			(8	)		(12	)






OPERATING EXPENSE




Compensation Expense			(8	)		(20	)	$	11,944			12,748			(6	)		(11	)




Noncompensation Expense (Excluding Intangibles)			—			(11	)		8,103			8,117			—			(4	)

	TOTAL CASH EXPENSE		(5	)		(16	)		20,047			20,865			(4	)		(8	)









Credit Costs			71			160			4,233			2,367			79			78

Cash Operating Income before Taxes			(73	)		(66	)		5,818			9,561			(39	)		(41	)




Income Taxes			(95	)		(94	)		1,680			3,106			(46	)		(46	)

CASH OPERATING EARNINGS			(64	)		(54	)		4,138			6,455			(36	)		(38	)




Less: Amortization of Intangibles			3			1			729			528			38			(1	)

OPERATING EARNINGS			(76	)		(68	)	$	3,409		$	5,927			(42	)		(43	)






OPERATING BASIS




Diluted Earnings per Share			(76	)		(68	)	$	1.65		$	2.96			(44	)




Common Dividend Payout Ratio									82	%		40	%




Effective Tax Rate			(2,300	)bp		(2,500	)bp		33			34			(100	)bp









CASH OPERATING BASIS




Diluted Earnings per Share			(65	)%		(54	)%	$	2.01		$	3.23			(38	)%




SVA		NM			NM				(911	)		2,018		NM




Return on Managed Assets			(41	)bp		(29	)bp		0.55	%		0.93	%		(38	)bp




Return on Common Equity			(750	)		(510	)		9.8			17.6			(780	)




Overhead Ratio			400			(500	)		67			64			300




Compensation Expense as a % of Operating Revenue			100			(500	)		40			39			100




Noncompensation Expense as a % of Operating Revenue			300			(100	)		27			25			200

(a)

Pro forma results assume that the purchase of Flemings occurred at the beginning of 2000 and primarily affected the Investment Bank, Investment Management & Private Banking and total consolidated results.

Page 6

(JP MORGAN CHASE LOGO)

J.P. MORGAN CHASE & CO.

RECONCILIATION FROM REPORTED TO OPERATING BASIS
(in millions)


				4QTR			3QTR			2QTR			1QTR			4QTR
				2001			2001			2001			2001			2000

REVENUE




TRADING REVENUE




		Reported		$	355		$	1,301		$	1,261		$	2,001		$	1,142




		Add: Trading-Related NII			549			313			333			166			272

		Operating		$	904		$	1,614		$	1,594		$	2,167		$	1,414






CREDIT CARD REVENUE (a)




		Reported		$	662		$	548		$	465		$	433		$	460




		Less: Impact of Securitizations			(153	)		(100	)		(38	)		(49	)		(64	)

		Operating		$	509		$	448		$	427		$	384		$	396






OTHER REVENUE




		Reported		$	145		$	212		$	274		$	246		$	1,482




		Less: Gain on Sale of Hong Kong Retail Banking (b)			—			—			—			—			(827	)




			Gain on Transfer of Euroclear (b)		—			—			—			—			(399	)




			Gain on Sale of Panama Operations (b)		—			—			—			—			—




			Loss on Economic Hedge of the Flemings Purchase Price (b)		—			—			—			—			—




			Credit Card Securitizations		(13	)		(9	)		—			5			2

		Operating		$	132		$	203		$	274		$	251		$	258






NET INTEREST INCOME




		Reported		$	2,944		$	2,659		$	2,781		$	2,418		$	2,461




		Add: Impact of Credit Card Securitizations			430			379			311			285			320




		Less: Trading-Related NII			(549	)		(313	)		(333	)		(166	)		(272	)

		Operating		$	2,825		$	2,725		$	2,759		$	2,537		$	2,509






TOTAL REVENUE




		Reported		$	6,577		$	7,349		$	6,871		$	8,253		$	8,543




		Less: Credit Card Securitizations			264			270			273			241			258




			Special Items (See above)		—			—			—			—			(1,226	)

		Total Operating Revenue		$	6,841		$	7,619		$	7,144		$	8,494		$	7,575






EXPENSE




	Reported			$	5,677		$	5,935		$	5,761		$	5,926		$	7,044




	Merger and Restructuring Costs				(841	)		(876	)		(478	)		(328	)		(1,302	)

	Operating Expense				4,836			5,059			5,283			5,598			5,742




	Less: Amortization of Intangibles				(187	)		(182	)		(183	)		(177	)		(186	)

	Cash Operating Expense			$	4,649		$	4,877		$	5,100		$	5,421		$	5,556






CREDIT COSTS




	Provision for Loan Losses — Reported			$	1,468		$	745		$	525		$	447		$	409




	Add: Impact of Credit Card Securitizations				264			270			273			241			258

	Credit Costs — Operating			$	1,732		$	1,015		$	798		$	688		$	667

[Additional columns below]

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


				4QTR 2001													2001
				Over (Under)							FULL YEAR						Over (Under)

				3Q 2001				4Q 2000			2001			2000			2000

REVENUE




TRADING REVENUE




		Reported				(73	)%		(69	)%	$	4,918		$	6,298			(22	)%




		Add: Trading-Related NII				75			102			1,361			844			61

		Operating				(44	)		(36	)	$	6,279		$	7,142			(12	)






CREDIT CARD REVENUE (a)




		Reported				21			44		$	2,108		$	1,771			19




		Less: Impact of Securitizations				53			139			(340	)		(350	)		(3	)

		Operating				14			29		$	1,768		$	1,421			24






OTHER REVENUE




		Reported				(32	)		(90	)	$	877		$	2,289			(62	)




		Less: Gain on Sale of Hong Kong Retail Banking (b)			NM			NM				—			(827	)	NM




			Gain on Transfer of Euroclear (b)		NM			NM				—			(399	)	NM




			Gain on Sale of Panama Operations (b)		NM			NM				—			(81	)	NM




			Loss on Economic Hedge of the Flemings Purchase Price(b)		NM			NM				—			176		NM




			Credit Card Securitizations			44		NM				(17	)		(10	)		70

		Operating				(35	)		(49	)	$	860		$	1,148			(25	)






NET INTEREST INCOME




		Reported				11			20		$	10,802		$	9,512			14




		Add: Impact of Credit Card Securitizations				13			34			1,405			1,350			4




		Less: Trading-Related NII				75			102			(1,361	)		(844	)		61

		Operating				4			13		$	10,846		$	10,018			8






TOTAL REVENUE




		Reported				(11	)		(23	)	$	29,050		$	32,934			(12	)




		Less: Credit Card Securitizations				(2	)		2			1,048			990			6




			Special Items (See above)		NM			NM				—			(1,131	)	NM

		Total Operating Revenue				(10	)		(10	)	$	30,098		$	32,793			(8	)






EXPENSE




	Reported					(4	)		(19	)	$	23,299		$	22,824			2




	Merger and Restructuring Costs					(4	)		(35	)		(2,523	)		(1,431	)		76

	Operating Expense					(4	)		(16	)		20,776			21,393			(3	)




	Less: Amortization of Intangibles					3			1			(729	)		(528	)		38

	Cash Operating Expense					(5	)		(16	)	$	20,047		$	20,865			(4	)






CREDIT COSTS




	Provision for Loan Losses — Reported					97			259		$	3,185		$	1,377			131




	Add: Impact of Credit Card Securitizations					(2	)		2			1,048			990			6

	Credit Costs — Operating					71			160		$	4,233		$	2,367			79

(a)		Included in Fees and Commissions.




(b)		Represents special items.

Page 7

(JP MORGAN CHASE LOGO)

SEGMENT DETAIL

(JP MORGAN CHASE LOGO)

J.P. MORGAN CHASE & CO.

INVESTMENT BANK
FINANCIAL HIGHLIGHTS
(in millions, except ratios)


					4QTR			3QTR			2QTR			1QTR			4QTR
					2001			2001			2001			2001			2000

	OPERATING INCOME STATEMENT




	REVENUE:




	Trading Revenue (Including Trading NII)				$	969		$	1,518		$	1,571		$	2,126		$	1,337




	Investment Banking Fees					937			809			923			941			1,045




	Net Interest Income					830			806			735			721			663




	Fees and Commissions					365			353			359			424			451




	All Other Revenue					5			101			185			221			211

				TOTAL OPERATING REVENUE		3,106			3,587			3,773			4,433			3,707









	EXPENSE:




	Compensation Expense					1,224			1,354			1,476			1,731			1,820




	Noncompensation Expense (Excluding Intangibles)					653			807			859			874			989

			TOTAL CASH EXPENSE			1,877			2,161			2,335			2,605			2,809




	Amortization of Intangibles					37			32			37			36			41

			TOTAL OPERATING EXPENSE			1,914			2,193			2,372			2,641			2,850

	Operating Margin					1,192			1,394			1,401			1,792			857




	Credit Costs					619			270			169			97			141

	Operating Income Before Taxes					573			1,124			1,232			1,695			716




	Income Taxes					227			441			469			668			256

	OPERATING EARNINGS				$	346		$	683		$	763		$	1,027		$	460

	CASH OPERATING EARNINGS				$	379		$	712		$	795		$	1,059		$	497

Average Common Equity					$	19,091		$	18,610		$	19,070		$	20,500		$	20,930




Average Assets						510,817			514,637			506,838			511,813			487,878




SVA						(203	)		144			217			443			(144	)




Cash Return on Common Equity						7.8	%		15.1	%		16.6	%		20.8	%		9.3	%




Cash Overhead Ratio						60			60			62			59			76




Compensation Expense as a % of Operating Revenue						39			38			39			39			49









TRADING-RELATED REVENUE




Equities					$	90		$	230		$	412		$	478		$	229




Fixed Income and Other						879			1,288			1,159			1,648			1,108

		Total			$	969		$	1,518		$	1,571		$	2,126		$	1,337






INVESTMENT BANKING FEES




Advisory					$	269		$	331		$	303		$	349		$	462




Underwriting and Other Fees						668			478			620			592			583

		Total			$	937		$	809		$	923		$	941		$	1,045






MARKET SHARE/ RANKINGS: (b)




	Global Syndicated Loans (c)					23.6% / #1			21.6% / #1			30.7% / #1			26.6% / #1			22.9% / #1




	U.S. Investment Grade Bonds					13.9% / #2			15.7% / #2			13.8% / #2			15.7% / #2			15.2% / #2




	Global High Yield Corporate Debt					16.9% / #2			11.7% / #3			9.9% / #5			5.7% / #9			7.6% / #3




	Global Announced M&A					25.8% / #3			31.8% / #5			12.1% / #8			19.0% / #4			14.7% / #6




	U.S. Equity and Equity-Related					7.5% / #6			7.2% / #7			2.1% / #9			0.9% / #9			0.9% / #12

[Additional columns below]

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


					4QTR 2001												2001
					Over (Under)												Over (Under)

											FULL YEAR										Proforma

					3Q 2001			4Q 2000			2001			2000			2000			2000 (a)

	OPERATING INCOME STATEMENT




	REVENUE:




	Trading Revenue (Including Trading NII)					(36	)%		(28	)%	$	6,184		$	6,820			(9	)%		(10	)%




	Investment Banking Fees					16			(10	)		3,610			4,356			(17	)		(20	)




	Net Interest Income					3			25			3,092			2,596			19			14




	Fees and Commissions					3			(19	)		1,501			1,554			(3	)		(21	)




	All Other Revenue					(95	)		(98	)		512			637			(20	)		(31	)

				TOTAL OPERATING REVENUE		(13	)		(16	)		14,899			15,963			(7	)		(11	)









	EXPENSE:




	Compensation Expense					(10	)		(33	)		5,785			6,641			(13	)		(19	)




	Noncompensation Expense (Excluding Intangibles)					(19	)		(34	)		3,193			3,423			(7	)		(10	)

			TOTAL CASH EXPENSE			(13	)		(33	)		8,978			10,064			(11	)		(16	)




	Amortization of Intangibles					16			(10	)		142			93			53			(7	)

			TOTAL OPERATING EXPENSE			(13	)		(33	)		9,120			10,157			(10	)		(16	)

	Operating Margin					(14	)		39			5,779			5,806			—			(2	)




	Credit Costs					129			339			1,155			255			353			328

	Operating Income Before Taxes					(49	)		(20	)		4,624			5,551			(17	)		(18	)




	Income Taxes					(49	)		(11	)		1,805			2,142			(16	)		(17	)

	OPERATING EARNINGS					(49	)		(25	)	$	2,819		$	3,409			(17	)		(19	)

	CASH OPERATING EARNINGS					(47	)		(24	)	$	2,945		$	3,486			(16	)		(18	)

Average Common Equity						3	%		(9	)%	$	19,312		$	18,796			3	%		(4	)%




Average Assets						(1	)		5			511,034			471,283			8			7




SVA					NM				( 41	)		601			1,187			(49	)		(48	)




Cash Return on Common Equity						(730	)bp		(150	)bp		15.1	%		18.3	%		(320	)bp		(260	)bp




Cash Overhead Ratio						—			(1,600	)		60			63			(300	)		(400	)




Compensation Expense as a % of Operating Revenue						100			(1,000	)		39			42			(300	)		(300	)









TRADING-RELATED REVENUE




Equities						(61	)%		(61	)%	$	1,210		$	1,636			(26	)%		(29	)%




Fixed Income and Other						(32	)		(21	)		4,974			5,184			(4	)		(4	)

		Total				(36	)		(28	)	$	6,184		$	6,820			(9	)		(10	)






INVESTMENT BANKING FEES




Advisory						(19	)%		(42	)%	$	1,252		$	1,801			(30	)%		(34	)%




Underwriting and Other Fees						40			15			2,358			2,555			(8	)		(10	)

		Total				16			(10	)	$	3,610		$	4,356			(17	)		(20	)






MARKET SHARE/ RANKINGS: (b)




	Global Syndicated Loans (c)											26.0% / #1			22.9% / #1




	U.S. Investment Grade Bonds											14.8% / #2			16.4% / #2




	Global High Yield Corporate Debt											9.8% / #4			10.0% / #5




	Global Announced M&A											22.3% / #5			16.7% / #6




	U.S. Equity and Equity-Related											4.2% / #8			5.3% / #6

(a)		Pro forma results assume that the purchase of Flemings occurred at the beginning of 2000.




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




(c)		In 2001, data reflects the Bookrunner title for all regions. Data before 2001 combined the Bookrunner title in the Americas with the Mandated Arranger title elsewhere, since global Bookrunner data was not published.

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

Page 8

(JP MORGAN CHASE LOGO)

J.P. MORGAN CHASE & CO.

INVESTMENT MANAGEMENT & PRIVATE BANKING
FINANCIAL HIGHLIGHTS
(in millions, except ratios)


					4QTR			3QTR			2QTR			1QTR			4QTR
					2001			2001			2001			2001			2000

	OPERATING INCOME STATEMENT




	REVENUE:




	Fees and Commissions				$	555		$	558		$	591		$	596		$	655




	Net Interest Income					136			128			138			145			161




	All Other Revenue					38			50			72			78			94

				TOTAL OPERATING REVENUE		729			736			801			819			910






	EXPENSE:




	Compensation Expense					286			299			341			377			386




	Noncompensation Expense (Excluding Intangibles)					295			275			305			308			339

			TOTAL CASH EXPENSE			581			574			646			685			725




	Amortization of Intangibles					72			75			71			71			71

			TOTAL OPERATING EXPENSE			653			649			717			756			796

	Operating Margin					76			87			84			63			114




	Credit Costs					5			6			—			5			6

	Operating Income Before Taxes					71			81			84			58			108




	Income Taxes					27			32			31			23			40

	OPERATING EARNINGS				$	44		$	49		$	53		$	35		$	68

	CASH OPERATING EARNINGS				$	115		$	124		$	123		$	105		$	138

Average Common Equity					$	5,980		$	5,951		$	6,066		$	6,318		$	6,473




Average Assets						33,817			34,038			33,512			35,247			34,518




SVA						(68	)		(58	)		(61	)		(85	)		(60	)




Cash Return on Common Equity						7.5	%		8.1	%		8.0	%		6.6	%		8.3	%




Cash Overhead Ratio						80			78			81			84			80









(In billions)




ASSETS UNDER MANAGEMENT (b)					$	605	(c)	$	584		$	611		$	608		$	638




		Private Banking				141	(c)		137			144			146			152




		Institutional				404	(c)		390			406			404			424




		Retail				60	(c)		57			61			58			62









ASSETS UNDER MANAGEMENT					$	605	(c)	$	584		$	611		$	608		$	638




		Americas				441	(c)		423			433			429			440




		Europe and Asia				164	(c)		161			178			179			198









ASSETS UNDER MANAGEMENT					$	605	(c)	$	584		$	611		$	608		$	638




		Fixed Income and Cash				329	(c)		314			308			310			297




		Equities and Other				276	(c)		270			303			298			341









ASSETS UNDER SUPERVISION (d)




		Private Banking			$	302	(c)	$	302		$	316		$	320		$	342

[Additional columns below]

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


					4QTR 2001												2001
					Over (Under)												Over (Under)

											FULL YEAR									Proforma

					3Q 2001			4Q 2000			2001			2000			2000			2000 (a)

	OPERATING INCOME STATEMENT




	REVENUE:




	Fees and Commissions					(1	)%		(15	)%	$	2,300		$	2,240			3	%		(12	)%




	Net Interest Income					6			(16	)		547			645			(15	)		(16	)




	All Other Revenue					(24	)		(60	)		238			477			(50	)		(58	)

				TOTAL OPERATING REVENUE		(1	)		(20	)		3,085			3,362			(8	)		(20	)






	EXPENSE:




	Compensation Expense					(4	)		(26	)		1,303			1,406			(7	)		(18	)




	Noncompensation Expense (Excluding Intangibles)					7			(13	)		1,183			1,110			7			(5	)

			TOTAL CASH EXPENSE			1			(20	)		2,486			2,516			(1	)		(13	)




	Amortization of Intangibles					(4	)		1			289			144			101			99

			TOTAL OPERATING EXPENSE			1			(18	)		2,775			2,660			4			(7	)

	Operating Margin					(13	)		(33	)		310			702			(56	)		(64	)




	Credit Costs					(17	)		(17	)		16			26			(38	)		(38	)

	Operating Income Before Taxes					(12	)		(34	)		294			676			(57	)		(64	)




	Income Taxes					(16	)		(33	)		113			251			(55	)		(63	)

	OPERATING EARNINGS					(10	)		(35	)	$	181		$	425			(57	)		(65	)

	CASH OPERATING EARNINGS					(7	)		(17	)	$	467		$	567			(18	)		(30	)

Average Common Equity						—	%		(8	)%	$	6,077		$	4,283			42	%		(7	)%




Average Assets						(1	)		(2	)		34,149			30,472			12			(4	)




SVA						(17	)		(13	)		(272	)		44		NM				(119	)




Cash Return on Common Equity					(60)bp			(80)bp				7.5	%		13.0	%	(550)bp			(260)bp




Cash Overhead Ratio						200			—			81			75			600			700









(In billions)




ASSETS UNDER MANAGEMENT (b)						4	%		(5	)%




		Private Banking				3			(7	)




		Institutional				4			(5	)




		Retail				5			(3	)









ASSETS UNDER MANAGEMENT						4			(5	)




		Americas				4			—




		Europe and Asia				2			(17	)









ASSETS UNDER MANAGEMENT						4			(5	)




		Fixed Income and Cash				5			11




		Equities and Other				2			(19	)









ASSETS UNDER SUPERVISION (d)




		Private Banking

(a)		Pro forma results assume that the purchase of Flemings occurred at the beginning of 2000.




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




(c)		Estimated




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

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

Page 9

(JP MORGAN CHASE LOGO)

J.P. MORGAN CHASE & CO.

TREASURY & SECURITIES SERVICES
FINANCIAL HIGHLIGHTS
(in millions, except ratios)


					4QTR			3QTR			2QTR			1QTR			4QTR
					2001			2001			2001			2001			2000

	OPERATING INCOME STATEMENT




	REVENUE:




	Fees and Commissions				$	522		$	511		$	521		$	505		$	495




	Net Interest Income					333			358			342			358			368




	All Other Revenue					35			57			49			41			51

				TOTAL OPERATING REVENUE		890			926			912			904			914






	EXPENSE:




	Compensation Expense					276			287			287			298			256




	Noncompensation Expense (Excluding Intangibles)					354			353			370			338			374

			TOTAL CASH EXPENSE			630			640			657			636			630




	Amortization of Intangibles					22			20			21			19			18

			TOTAL OPERATING EXPENSE			652			660			678			655			648

	Operating Margin					238			266			234			249			266




	Credit Costs					4			1			2			1			1

	Operating Income Before Taxes					234			265			232			248			265




	Income Taxes					86			98			85			92			98

	OPERATING EARNINGS				$	148		$	167		$	147		$	156		$	167

	CASH OPERATING EARNINGS				$	168		$	185		$	166		$	174		$	184

Average Common Equity					$	2,865		$	2,898		$	3,022		$	2,861		$	2,881




Average Assets						17,891			18,492			18,614			17,204			17,301




SVA						81			96			74			88			96




Cash Return on Common Equity						23.2	%		25.2	%		21.8	%		24.5	%		25.2	%




Cash Overhead Ratio						71			69			72			70			69









OPERATING REVENUE BY BUSINESS:




		Treasury Services			$	353		$	346		$	335		$	322		$	356




		Investor Services				352			400			392			399			398




		Institutional Trust Services				179			175			180			179			156




		Other				6			5			5			4			4

		Total Treasury & Securities Services			$	890		$	926		$	912		$	904		$	914

[Additional columns below]

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


					4QTR 2001													2001
					Over (Under)							FULL YEAR						Over (Under)

					3Q 2001				4Q 2000			2001			2000			2000

	OPERATING INCOME STATEMENT




	REVENUE:




	Fees and Commissions						2	%		5	%	$	2,059		$	1,937			6	%




	Net Interest Income						(7	)		(10	)		1,391			1,403			(1	)




	All Other Revenue						(39	)		(31	)		182			224			(19	)

				TOTAL OPERATING REVENUE			(4	)		(3	)		3,632			3,564			2






	EXPENSE:




	Compensation Expense						(4	)		8			1,148			1,071			7




	Noncompensation Expense (Excluding Intangibles)						—			(5	)		1,415			1,418			—

			TOTAL CASH EXPENSE				(2	)		—			2,563			2,489			3




	Amortization of Intangibles						10			22			82			70			17

			TOTAL OPERATING EXPENSE				(1	)		1			2,645			2,559			3

	Operating Margin						(11	)		(11	)		987			1,005			(2	)




	Credit Costs						300			300			8			4			100

	Operating Income Before Taxes						(12	)		(12	)		979			1,001			(2	)




	Income Taxes						(12	)		(12	)		361			372			(3	)

	OPERATING EARNINGS						(11	)		(11	)	$	618		$	629			(2	)

	CASH OPERATING EARNINGS						(9	)		(9	)	$	693		$	693			—

Average Common Equity							(1	)%		(1	)%	$	2,912		$	2,855			2	%




Average Assets							(3	)		3			18,053			16,591			9




SVA							(16	)		(16	)		339			344			(1	)




Cash Return on Common Equity						(200)bp			(200)bp				23.6	%		24.0	%	(40)bp




Cash Overhead Ratio							200			200			71			70			100









OPERATING REVENUE BY BUSINESS:




		Treasury Services					2	%		(1	)%	$	1,356		$	1,311			3	%




		Investor Services					(12	)		(12	)		1,543			1,613			(4	)




		Institutional Trust Services					2			15			713			620			15




		Other					20			50			20			20			—

		Total Treasury & Securities Services					(4	)		(3	)	$	3,632		$	3,564			2

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

Page 10

(JP MORGAN CHASE LOGO)

J.P. MORGAN CHASE & CO.

JPMORGAN PARTNERS
FINANCIAL HIGHLIGHTS
(in millions, except ratios)


				4QTR			3QTR			2QTR			1QTR			4QTR
				2001			2001			2001			2001			2000

	OPERATING INCOME STATEMENT




	REVENUE:




	Private Equity:




		Realized Gains (Losses)		$	119		$	203		$	(60	)	$	413		$	372




		Unrealized Gains (Losses)			(504	)		(306	)		(766	)		(281	)		(465	)

	Total Private Equity Gains (Losses)				(385	)		(103	)		(826	)		132			(93	)




	Net Interest Income (Loss)				(82	)		(87	)		(81	)		(85	)		(94	)




	Fees and Other Revenue				22			11			14			13			51

			TOTAL OPERATING REVENUE		(445	)		(179	)		(893	)		60			(136	)









	EXPENSE:




	Compensation Expense				38			33			33			42			30




	Noncompensation Expense (Excluding Intangibles)				53			34			39			54			52

		TOTAL CASH EXPENSE			91			67			72			96			82




	Amortization of Intangibles				7			7			7			6			7

		TOTAL OPERATING EXPENSE			98			74			79			102			89

	Operating Margin				(543	)		(253	)		(972	)		(42	)		(225	)




	Credit Costs				—			—			—			—			—

	Operating Income (Loss) Before Taxes				(543	)		(253	)		(972	)		(42	)		(225	)




	Income Taxes (Benefit)				(192	)		(91	)		(343	)		(15	)		(81	)

	OPERATING EARNINGS (LOSS)			$	(351	)	$	(162	)	$	(629	)	$	(27	)	$	(144	)

	CASH OPERATING EARNINGS (LOSS)			$	(346	)	$	(157	)	$	(624	)	$	(21	)	$	(139	)






Average Common Equity				$	6,019		$	5,994		$	6,494		$	7,019		$	7,461




Average Assets					11,098			10,750			11,684			13,159			12,961




SVA					(575	)		(386	)		(870	)		(283	)		(423	)

[Additional columns below]

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


				4QTR 2001												2001
				Over (Under)						FULL YEAR						Over (Under)

				3Q 2001			4Q 2000			2001			2000			2000

	OPERATING INCOME STATEMENT




	REVENUE:




	Private Equity:




		Realized Gains (Losses)			(41	)%		(68	)%	$	675		$	2,041			(67	)%




		Unrealized Gains (Losses)			(65	)		(8	)		(1,857	)		(1,053	)		(76	)

	Total Private Equity Gains (Losses)				(274	)		(314	)		(1,182	)		988		NM




	Net Interest Income (Loss)				6			13			(335	)		(309	)		(8	)




	Fees and Other Revenue				100			(57	)		60			110			(45	)

			TOTAL OPERATING REVENUE		(149	)		(227	)		(1,457	)		789		NM









	EXPENSE:




	Compensation Expense				15			27			146			166			(12	)




	Noncompensation Expense (Excluding Intangibles)				56			2			180			239			(25	)

		TOTAL CASH EXPENSE			36			11			326			405			(20	)




	Amortization of Intangibles				—			—			27			21			29

		TOTAL OPERATING EXPENSE			32			10			353			426			(17	)

	Operating Margin				(115	)		(141	)		(1,810	)		363		NM




	Credit Costs			NM			NM				—			—		NM

	Operating Income (Loss) Before Taxes				(115	)		(141	)		(1,810	)		363		NM




	Income Taxes (Benefit)				(111	)		(137	)		(641	)		119		NM

	OPERATING EARNINGS (LOSS)				(117	)		(144	)	$	(1,169	)	$	244		NM

	CASH OPERATING EARNINGS (LOSS)				(120	)		(149	)	$	(1,148	)	$	258		NM






Average Common Equity					—	%		(19	)%	$	6,377		$	7,526			(15	)%




Average Assets					3			(14	)		11,665			13,319			(12	)




SVA					(49	)		(36	)		(2,114	)		(888	)		(138	)

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

Page 11

JPMORGANCHASE LOGO

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


												Dec 31, 2001

		Dec 31st		Sep 30th		Jun 30th		Mar 31st		Dec 31st		Over (Under)

		2001		2001		2001		2001		2000		Sep 30, 01			Dec 31, 00

PORTFOLIO INFORMATION
Public Securities (163 companies) (a) (b)




	Carrying Value	$	998	$	1,149	$	1,680	$	1,611	$	1,859		(13	)%		(46	)%




	Cost		802		829		974		1,018		967		(3	)		(17	)









Private Direct Securities (959 companies) (b)




	Carrying Value		6,289		6,371		6,089		7,144		7,538		(1	)		(17	)




	Cost		7,544		7,322		6,998		7,318		7,480		3			1









Private Fund Investments (338 funds) (b)




	Carrying Value		1,910		2,108		2,086		2,122		2,362		(9	)		(19	)




	Cost		2,182		2,217		2,201		2,141		2,379		(2	)		(8	)






Total Investment Portfolio — Carrying Value		$	9,197	$	9,628	$	9,855	$	10,877	$	11,759		(4	)		(22	)

Total Investment Portfolio — Cost		$	10,528	$	10,368	$	10,173	$	10,477	$	10,826		2			(3	)

Public Securities Investments at December 31, 2001


					Quoted
					Public
		Symbol	Shares		Value		Cost

TRITON PCS HOLDING, INC.		TPC		16.0	$	469	$	70




TELECORP PCS		TLCP		7.7		96		5




FISHER SCIENTIFIC INTERNATIONAL		FSH		3.0		86		27




DJ ORTHOPEDICS, INC.		DJO		5.9		78		54




PACKAGING CORP OF AMERICA		PKG		3.9		70		18




ENCORE ACQUISITION COMPANY		EAC		4.9		65		34




GUITAR CENTER INC.		GTRC		4.7		63		50




1-800 FLOWERS.COM		FLWS		3.9		61		14




AMERICAN TOWER CORP.		AMT		5.9		55		19




CROWN MEDIA HOLDINGS INC.		CRWN		2.7		31		40

	Top Ten Public Securities				$	1,074	$	331




Other Public Securities (153 companies)						315		471

	Total Public Securities (163 companies)				$	1,389	$	802

(a)		Publicly traded positions only.




(b)		Represents the number of companies and funds at December 31, 2001.

Page 12

JPMORGANCHASE LOGO

J.P. MORGAN CHASE & CO.
RETAIL & MIDDLE MARKET FINANCIAL SERVICES
FINANCIAL HIGHLIGHTS
(in millions, except ratios)


				4QTR			3QTR			2QTR			1QTR			4QTR

				2001			2001			2001			2001			2000

	OPERATING INCOME STATEMENT
	REVENUE:




	Net Interest Income			$	1,821		$	1,779		$	1,715		$	1,632		$	1,584




	Fees and Commissions				772			782			840			465			741




	Securities Gains				61			1			—			316			151




	All Other Revenue				214			223			119			175			115

			TOTAL OPERATING REVENUE		2,868			2,785			2,674			2,588			2,591









	EXPENSE:




	Compensation Expense				617			627			604			573			560




	Noncompensation Expense (Excluding Intangibles)				809			755			751			732			793

		TOTAL CASH EXPENSE			1,426			1,382			1,355			1,305			1,353




	Amortization of Intangibles				47			45			45			44			48

		TOTAL OPERATING EXPENSE			1,473			1,427			1,400			1,349			1,401

	Operating Margin				1,395			1,358			1,274			1,239			1,190




	Credit Costs				918			712			609			564			520

	Operating Income Before Taxes				477			646			665			675			670




	Income Taxes				178			247			257			265			260

	OPERATING EARNINGS			$	299		$	399		$	408		$	410		$	410

	CASH OPERATING EARNINGS			$	343		$	441		$	451		$	453		$	456

Average Common Equity				$	8,847		$	8,738		$	8,497		$	8,239		$	8,360




Average Managed Assets (a)					168,983			166,963			166,691			158,965			153,623




SVA					73			174			193			205			200




Cash Return on Common Equity					15.3	%		19.9	%		21.1	%		22.1	%		21.5	%




Cash Overhead Ratio					50			50			51			50			52





RETAIL & MIDDLE MARKET FINANCIAL SERVICES’ BUSINESSES
CARDMEMBER SERVICES:




Operating Revenues				$	1,247		$	1,134		$	1,058		$	988		$	995




Cash Operating Earnings					196			149			133			117			147









HOME FINANCE:




Operating Revenues				$	425		$	449		$	394		$	343		$	330




Cash Operating Earnings					83			115			90			83			74









REGIONAL BANKING GROUP:




Operating Revenues				$	712		$	743		$	760		$	770		$	784




Cash Operating Earnings					110			124			130			140			128









MIDDLE MARKETS:




Operating Revenues				$	292		$	299		$	298		$	310		$	300




Cash Operating Earnings					65			77			72			85			77









AUTO FINANCE:




Operating Revenues				$	160		$	137		$	133		$	110		$	106




Cash Operating Earnings					35			32			35			21			22

[Additional columns below]

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


				4QTR 2001												2001
				Over (Under)						FULL YEAR						Over (Under)

				3Q 2001			4Q 2000			2001			2000			2000

	OPERATING INCOME STATEMENT

	REVENUE:




	Net Interest Income				2	%		15	%	$	6,947		$	6,319			10	%




	Fees and Commissions				(1	)		4			2,859			3,147			(9	)




	Securities Gains			NM				(60	)		378			252			50




	All Other Revenue				(4	)		86			731			458			60

			TOTAL OPERATING REVENUE		3			11			10,915			10,176			7









	EXPENSE:




	Compensation Expense				(2	)		10			2,421			2,248			8




	Noncompensation Expense (Excluding Intangibles)				7			2			3,047			3,026			1

		TOTAL CASH EXPENSE			3			5			5,468			5,274			4




	Amortization of Intangibles				4			(2	)		181			196			(8	)

		TOTAL OPERATING EXPENSE			3			5			5,649			5,470			3

	Operating Margin				3			17			5,266			4,706			12




	Credit Costs				29			77			2,803			2,083			35

	Operating Income Before Taxes				(26	)		(29	)		2,463			2,623			(6	)




	Income Taxes				(28	)		(32	)		947			1,024			(8	)

	OPERATING EARNINGS				(25	)		(27	)	$	1,516		$	1,599			(5	)

	CASH OPERATING EARNINGS				(22	)		(25	)	$	1,688		$	1,785			(5	)

Average Common Equity					1	%		6	%	$	8,582		$	8,556			—	%




Average Managed Assets (a)					1			10			165,432			148,283			12




SVA					(58	)		(64	)		645			738			(13	)




Cash Return on Common Equity				(460		)bp	(620		)bp		19.5	%		20.6	%	(110		)bp




Cash Overhead Ratio					—			(200	)		50			52			(200	)





RETAIL & MIDDLE MARKET FINANCIAL SERVICES’ BUSINESSES
CARDMEMBER SERVICES:




Operating Revenues					10	%		25	%	$	4,427		$	3,797			17	%




Cash Operating Earnings					32			33			595			511			16









HOME FINANCE:




Operating Revenues					(5	)		29		$	1,611		$	1,317			22




Cash Operating Earnings					(28	)		12			371			308			20









REGIONAL BANKING GROUP:




Operating Revenues					(4	)		(9	)	$	2,985		$	3,128			(5	)




Cash Operating Earnings					(11	)		(14	)		504			549			(8	)









MIDDLE MARKETS:




Operating Revenues					(2	)		(3	)	$	1,199		$	1,230			(3	)




Cash Operating Earnings					(16	)		(16	)		299			322			(7	)









AUTO FINANCE:




Operating Revenues					17			51		$	540		$	331			63




Cash Operating Earnings					9			59			123			39			215

(a)		Excludes the impact of credit card securitizations.




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

Page 13

JPMORGANCHASE LOGO

SUPPLEMENTAL DETAIL

JPMORGANCHASE LOGO

J.P. MORGAN CHASE & CO.
NONINTEREST REVENUE AND NONINTEREST EXPENSE DETAIL ON A REPORTED BASIS
(in millions)


														4QTR 2001
		4QTR			3QTR		2QTR		1QTR			4QTR		Over (Under)

		2001			2001		2001		2001			2000		3Q 2001			4Q 2000

NONINTEREST REVENUE
Investment Banking Fees:




	Advisory	$	271		$	329	$	308	$	340		$	407		(18	)%		(33	)%




	Underwriting and Other Fees		660			482		621		601			644		37			2

	Total	$	931		$	811	$	929	$	941		$	1,051		15			(11	)






Trading-Related Revenue: (a)




	Equities	$	101		$	251	$	450	$	505		$	262		(60	)		(61	)




	Fixed Income and Other		803			1,363		1,144		1,662			1,152		(41	)		(30	)





	Total	$	904		$	1,614	$	1,594	$	2,167		$	1,414		(44	)		(36	)






Fees and Commissions:




	Investment Management, Custody and Processing Services	$	939		$	918	$	943	$	974		$	1,008		2			(7	)




	Credit Card Revenue		662			548		465		433			460		21			44




	Brokerage and Investment Services		305			268		308		363			343		14			(11	)




	Mortgage Servicing Fees, Net of Amortization and Writedowns		(81	)		9		75		(233	)		21	NM			NM




	Other Lending-Related Service Fees		118			125		122		130			143		(6	)		(17	)




	Deposit Service Charges		277			262		258		226			238		6			16




	Other Fees		204			201		217		172			174		1			17

	Total	$	2,424		$	2,331	$	2,388	$	2,065		$	2,387		4			2






Other Revenue:




	Residential Mortgage Origination/Sales Activities	$	156		$	151	$	146	$	99		$	59		3			164




	Gains on Sales of Nonstrategic Assets		—			—		—		—			1,226	NM			NM




	Loss on Economic Hedge of the Flemings Purchase Price (b)		—			—		—		—			—	NM			NM




	All Other Revenue		(11	)		61		128		147			197	NM			NM

	Total	$	145		$	212	$	274	$	246		$	1,482		(32	)		(90	)


NONINTEREST EXPENSE
Other Expense:




Professional Services		$	289		$	267	$	288	$	295		$	365		8			(21	)




Outside Services			156			181		166		166			171		(14	)		(9	)




Marketing			179			137		144		141			173		31			3




Travel and Entertainment			78			116		137		122			143		(33	)		(45	)




All Other			321			291		312		338			375		10			(14	)

Total		$	1,023		$	992	$	1,047	$	1,062		$	1,227		3			(17	)

[Additional columns below]

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


								2001
		FULL YEAR						Over (Under)

		2001			2000			2000

NONINTEREST REVENUE
Investment Banking Fees:




	Advisory	$	1,248		$	1,523			(18	)%




	Underwriting and Other Fees		2,364			2,839			(17	)

	Total	$	3,612		$	4,362			(17	)






Trading-Related Revenue: (a)




	Equities	$	1,307		$	1,797			(27	)




	Fixed Income and Other		4,972			5,345			(7	)





	Total	$	6,279		$	7,142			(12	)






Fees and Commissions:




	Investment Management, Custody and Processing Services	$	3,774		$	3,628			4




	Credit Card Revenue		2,108			1,771			19




	Brokerage and Investment Services		1,244			1,228			1




	Mortgage Servicing Fees, Net of Amortization and Writedowns		(230	)		441		NM




	Other Lending-Related Service Fees		495			590			(16	)




	Deposit Service Charges		1,023			906			13




	Other Fees		794			665			19





	Total	$	9,208		$	9,229			—






Other Revenue:




	Residential Mortgage Origination/Sales Activities	$	552		$	194			185




	Gains on Sales of Nonstrategic Assets		—			1,307		NM




	Loss on Economic Hedge of the Flemings Purchase Price (b)		—			(176	)	NM




	All Other Revenue		325			964			(66	)





	Total	$	877		$	2,289			(62	)


NONINTEREST EXPENSE
Other Expense:




Professional Services		$	1,139		$	1,203			(5	)




Outside Services			669			648			3




Marketing			601			595			1




Travel and Entertainment			453			490			(8	)




All Other			1,262			1,433			(12	)





Total		$	4,124		$	4,369			(6	)

(a)		Includes trading-related net interest income.




(b)		Loss is the result of the economic hedge of the purchase price of Flemings prior to its acquisition.

Page 14

JPMORGANCHASE LOGO

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


																		Dec 31, 2001
			Dec 31st			Sep 30th			Jun 30th			Mar 31st			Dec 31st			Over (Under)

			2001			2001			2001			2001			2000			Sep 30, 01			Dec 31, 00

ASSETS
Cash and Due from Banks			$	22,600		$	22,299		$	24,219		$	22,371		$	23,972			1	%		(6	)%




Deposits with Banks				12,743			9,341			11,903			7,979			8,333			36			53




Federal Funds Sold and Securities Purchased under Resale Agreements				63,727			78,997			61,308			71,147			69,474			(19	)		(8	)




Securities Borrowed				36,580			37,499			38,296			37,264			32,371			(2	)		13




Trading Assets:




	Debt and Equity Instruments			118,248			165,143			139,135			138,270			139,249			(28	)		(15	)




	Derivative Receivables			71,157			85,407			68,910			78,907			76,373			(17	)		(7	)




Securities				59,760			66,468			68,488			69,731			73,695			(10	)		(19	)




Loans (Net of Allowance for Loan Losses)				212,920			219,411			216,245			213,116			212,385			(3	)		—




Goodwill and Other Intangibles				15,347			14,683			16,224			15,351			15,833			5			(3	)




Private Equity Investments				9,197			9,628			9,855			10,877			11,428			(4	)		(20	)




Other Assets				71,296			90,424			58,119			48,611			52,235			(21	)		36

TOTAL ASSETS			$	693,575		$	799,300		$	712,702		$	713,624		$	715,348			(13	)		(3	)






LIABILITIES




Deposits:




	Noninterest-Bearing		$	76,974		$	72,734		$	64,231		$	59,686		$	62,713			6			23




	Interest-Bearing			216,676			208,870			212,573			212,886			216,652			4			—

		Total Deposits		293,650			281,604			276,804			272,572			279,365			4			5




Federal Funds Purchased and Securities Sold under Repurchase Agreements				128,445			181,775			155,062			145,703			131,738			(29	)		(2	)




Commercial Paper				18,510			19,299			19,985			16,281			24,851			(4	)		(26	)




Other Borrowed Funds				10,835			21,941			18,418			28,716			19,840			(51	)		(45	)




Trading Liabilities:




	Debt and Equity Instruments			52,988			58,594			53,571			52,501			52,157			(10	)		2




	Derivative Payables			56,063			70,817			62,373			73,312			76,517			(21	)		(27	)




Accounts Payable, Accrued Expenses and Other Liabilities (Including the Allowance for Credit Losses)				47,813			75,231			38,157			33,575			40,754			(36	)		17




Long-Term Debt				39,183			42,315			40,917			42,609			43,299			(7	)		(10	)




Guaranteed Preferred Beneficial Interests in the Firm’s Junior Subordinated Deferrable Interest Debentures				4,439			4,439			4,439			4,439			3,939			—			13

TOTAL LIABILITIES				651,926			756,015			669,726			669,708			672,460			(14	)		(3	)









PREFERRED STOCK OF SUBSIDIARY				550			550			550			550			550			—			—









STOCKHOLDERS’ EQUITY




Preferred Stock				1,009			1,009			1,025			1,362			1,520			—			(34	)




Common Stock				1,997			1,993			1,990			1,984			1,940			—			3




Capital Surplus				12,495			12,244			12,000			11,663			11,598			2			8




Retained Earnings				26,993			28,021			28,265			28,592			28,096			(4	)		(4	)




Accumulated Other Comprehensive Income (Loss)				(442	)		267			(834	)		(214	)		(241	)	NM				(83	)




Treasury Stock, at Cost				(953	)		(799	)		(20	)		(21	)		(575	)		(19	)		(66	)

TOTAL STOCKHOLDERS’ EQUITY				41,099			42,735			42,426			43,366			42,338			(4	)		(3	)

TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY			$	693,575		$	799,300		$	712,702		$	713,624		$	715,348			(13	)		(3	)

Page 15

JPMORGANCHASE LOGO

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


	4QTR			3QTR			2QTR			1QTR			4QTR
	2001			2001			2001			2001			2000

AVERAGE BALANCES
ASSETS




Deposits with Banks	$	10,810		$	8,583		$	9,535		$	7,517		$	10,209




Federal Funds Sold and Securities Purchased under Resale Agreements		85,582			80,396			86,556			82,836			80,405




Securities and Trading Assets		188,988			200,161			194,736			200,872			197,636




Securities Borrowed		39,213			38,122			38,006			37,261			36,887




Loans		218,625			224,125			217,447			219,133			215,422

Total Interest-Earning Assets		543,218			551,387			546,280			547,619			540,559




Noninterest-Earning Assets		196,557			185,891			189,488			183,339			163,065

TOTAL ASSETS	$	739,775		$	737,278		$	735,768		$	730,958		$	703,624






LIABILITIES




Interest-Bearing Deposits	$	223,314		$	207,430		$	215,987		$	216,749		$	215,147




Federal Funds Purchased and Securities Sold under Repurchase Agreements		164,714			170,708			167,126			152,675			149,237




Commercial Paper		17,134			21,307			17,818			17,963			21,889




Other Borrowings (a)		55,388			67,218			63,038			70,606			65,071




Long-Term Debt		44,964			44,788			45,173			47,445			46,723

Total Interest-Bearing Liabilities		505,514			511,451			509,142			505,438			498,067




Noninterest-Bearing Liabilities		191,098			182,757			183,118			182,218			163,113

TOTAL LIABILITIES		696,612			694,208			692,260			687,656			661,180

PREFERRED STOCK OF SUBSIDIARY		550			550			550			550			550

Preferred Stock		1,009			1,017			1,239			1,487			1,522




Common Stockholders’ Equity		41,604			41,503			41,719			41,265			40,372

TOTAL STOCKHOLDERS’ EQUITY		42,613			42,520			42,958			42,752			41,894

TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY	$	739,775		$	737,278		$	735,768		$	730,958		$	703,624


AVERAGE RATES
INTEREST-EARNING ASSETS




Deposits with Banks		3.76	%		4.64	%		4.65	%		7.51	%		7.96	%




Federal Funds Sold and Securities Purchased under Resale Agreements		3.18			4.19			4.98			5.86			6.27




Securities and Trading Assets		5.40			5.51			5.90			5.86			6.34




Securities Borrowed		2.00			3.17			3.66			5.37			6.80




Loans		5.97			6.54			7.55			8.27			8.66




Total Interest-Earning Assets		5.00			5.56			6.23			6.81			7.31









INTEREST-BEARING LIABILITIES




Interest-Bearing Deposits		2.52			3.48			3.94			4.93			5.40




Federal Funds Purchased and Securities Sold under Repurchase Agreements		2.63			3.81			4.29			5.67			6.22




Commercial Paper		2.30			3.53			4.39			5.98			6.21




Other Borrowings		6.17			5.31			6.04			5.64			6.37




Long-Term Debt		3.58			4.43			5.63			6.36			7.03




Total Interest-Bearing Liabilities		3.04			3.92			4.48			5.43			5.96




TOTAL INVESTABLE FUNDS		2.83			3.63			4.17			5.01			5.49









INTEREST RATE SPREAD		1.96	%		1.64	%		1.75	%		1.38	%		1.35	%

NET INTEREST MARGIN		2.17	%		1.93	%		2.06	%		1.80	%		1.82	%

NET INTEREST MARGIN ADJUSTED FOR SECURITIZATIONS		2.39	%		2.13	%		2.22	%		1.96	%		1.99	%

[Additional columns below]

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


	4QTR 2001												2001
	Over (Under)						FULL YEAR						Over (Under)

	3Q 2001			4Q 2000			2001			2000			2000

AVERAGE BALANCES
ASSETS




Deposits with Banks		26	%		6	%	$	9,119		$	9,404			(3	)%




Federal Funds Sold and Securities Purchased under Resale Agreements		6			6			83,841			79,344			6




Securities and Trading Assets		(6	)		(4	)		196,166			178,770			10




Securities Borrowed		3			6			38,156			36,398			5




Loans		(2	)		1			219,843			209,488			5

Total Interest-Earning Assets		(1	)		—			547,125			513,404			7




Noninterest-Earning Assets		6			21			188,848			163,401			16

TOTAL ASSETS		—			5		$	735,973		$	676,805			9






LIABILITIES




Interest-Bearing Deposits		8			4		$	215,865		$	214,411			1




Federal Funds Purchased and Securities Sold under Repurchase Agreements		(4	)		10			163,858			133,705			23




Commercial Paper		(20	)		(22	)		18,561			17,956			3




Other Borrowings (a)		(18	)		(15	)		64,029			59,247			8




Long-Term Debt		—			(4	)		45,583			46,282			(2	)

Total Interest-Bearing Liabilities		(1	)		1			507,896			471,601			8




Noninterest-Bearing Liabilities		5			17			184,817			166,907			11

TOTAL LIABILITIES		—			5			692,713			638,508			8

PREFERRED STOCK OF SUBSIDIARY		—			—			550			550			—

Preferred Stock		(1	)		(34	)		1,186			1,571			(25	)




Common Stockholders’ Equity		—			3			41,524			36,176			15

TOTAL STOCKHOLDERS’ EQUITY		—			2			42,710			37,747			13

TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY		—			5		$	735,973		$	676,805			9


AVERAGE RATES
INTEREST-EARNING ASSETS




Deposits with Banks	(88		)bp	(420		)bp		4.96	%		8.22	%	(326		)bp




Federal Funds Sold and Securities Purchased under Resale Agreements		(101	)		(309	)		4.54			5.99			(145	)




Securities and Trading Assets		(11	)		(94	)		5.67			6.52			(85	)




Securities Borrowed		(117	)		(480	)		3.52			6.30			(278	)




Loans		(57	)		(269	)		7.07			8.23			(116	)




Total Interest-Earning Assets		(56	)		(231	)		5.90			7.15			(125	)









INTEREST-BEARING LIABILITIES




Interest-Bearing Deposits		(96	)		(288	)		3.70			5.05			(135	)




Federal Funds Purchased and Securities Sold under Repurchase Agreements		(118	)		(359	)		4.06			5.85			(179	)




Commercial Paper		(123	)		(391	)		4.03			6.24			(221	)




Other Borrowings		86			(20	)		5.77			7.03			(126	)




Long-Term Debt		(85	)		(345	)		5.01			6.89			(188	)




Total Interest-Bearing Liabilities		(88	)		(292	)		4.21			5.75			(154	)




TOTAL INVESTABLE FUNDS		(80	)		(266	)		3.91			5.28			(137	)









INTEREST RATE SPREAD		32			61			1.69	%		1.40	%		29

NET INTEREST MARGIN		24			35			1.99	%		1.87	%		12

NET INTEREST MARGIN ADJUSTED FOR SECURITIZATIONS		26			40			2.18	%		2.06	%		12

(a)

Includes securities sold but not yet purchased and structured notes and trust preferred notes.

Page 16

JPMORGANCHASE LOGO

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


																Dec 31, 2001
	Dec 31st			Sep 30th			Jun 30th			Mar 31st			Dec 31st			Over (Under)

	2001			2001			2001			2001			2000			Sep 30, 01			Dec 31, 00

CREDIT-RELATED ASSETS
COMMERCIAL LOANS




Domestic Commercial	$	66,436		$	77,712		$	74,563		$	73,046		$	76,207			(15	)%		(13	)%




Foreign Commercial		38,428			38,866			38,227			40,171			43,253			(1	)		(11	)

Total Commercial Loans		104,864			116,578			112,790			113,217			119,460			(10	)		(12	)




Derivative and FX Contracts		71,157			85,407			68,910			78,907			76,373			(17	)		(7	)

TOTAL COMMERCIAL CREDIT-RELATED		176,021			201,985			181,700			192,124			195,833			(13	)		(10	)









CONSUMER LOANS




Credit Card — Reported		19,387			19,255			19,531			19,835			18,495			1			5




Credit Card — Securitizations		21,424			18,724			17,753			16,625			17,871			14			20

Credit Card — Managed		40,811			37,979			37,284			36,460			36,366			7			12




1-4 Family Residential Mortgages		59,430			55,160			56,743			54,143			50,302			8			18




Auto Financings		25,667			24,448			23,322			21,457			19,802			5			30




Other Consumer		8,096			7,844			7,532			8,136			7,991			3			1

TOTAL MANAGED CONSUMER LOANS		134,004			125,431			124,881			120,196			114,461			7			17

TOTAL MANAGED CREDIT-RELATED ASSETS	$	310,025		$	327,416		$	306,581		$	312,320		$	310,294			(5	)		—


NONPERFORMING ASSETS AND RATIOS
COMMERCIAL LOANS




Domestic Commercial	$	1,275		$	1,438		$	1,528		$	1,209		$	821			(11	)		55




Foreign Commercial		722			580			362			428			613			24			18

Total Commercial Loans		1,997			2,018			1,890			1,637			1,434			(1	)		39




Derivative and FX Contracts		170			46			88			109			37			270			359

TOTAL		2,167			2,064			1,978			1,746			1,471			5			47









CONSUMER LOANS




Credit Card — Reported		22			23			25			24			26			(4	)		(15	)




Credit Card — Securitizations		—			—			—			—			—		NM			NM

Credit Card — Managed		22			23			25			24			26			(4	)		(15	)




1-4 Family Residential Mortgages		280			273			263			254			269			3			4




Auto Financings		118			110			97			84			76			7			55




Other Consumer		79			53			16			15			13			49		NM

Total Consumer Loans		499			459			401			377			384			9			30





TOTAL		2,666			2,523			2,379			2,123			1,855			6			44




Assets Acquired in Loan Satisfactions		124			123			119			111			68			1			82

TOTAL		2,790			2,646			2,498			2,234			1,923			5			45




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

TOTAL NONPERFORMING ASSETS	$	3,920	(b)	$	2,646		$	2,498		$	2,234		$	1,923			48			104

TOTAL NONPERFORMING ASSETS TO TOTAL ASSETS		0.57	%		0.33	%		0.35	%		0.31	%		0.27	%	24		bp	30		bp


PAST DUE 90 DAYS AND OVER AND ACCRUING
COMMERCIAL LOANS




Domestic Commercial	$	30		$	19		$	48		$	114		$	98			58	%		(69	)%




Foreign Commercial		5			44			34			—			1			(89	)		400

TOTAL COMMERCIAL CREDIT-RELATED		35			63			82			114			99			(44	)		(65	)









CONSUMER LOANS
Credit Card — Reported		449			394			326			352			327			14			37




Credit Card — Securitizations		457			348			374			374			387			31			18

Credit Card — Managed		906			742			700			726			714			22			27




1-4 Family Residential Mortgages		—			—			—			3			2		NM			NM




Auto Financings		1			1			1			1			1			—			—




Other Consumer		36			28			66			69			71			29			(49	)

TOTAL CONSUMER LOANS		943			771			767			799			788			22			20

TOTAL CR.-REL. ACCRUING ASSETS PAST DUE 90 DAYS	$	978		$	834		$	849		$	913		$	887			17			10

(a)		This amount relates to the Enron surety receivables and letter of credit, which is the subject of litigation with credit-worthy entities.




(b)		Nonperforming assets have not been reduced for credit protection (single name credit default swaps and collateralized loan obligations) aggregating $42 million related to nonperforming counterparties.

Page 17

JPMORGANCHASE LOGO

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


																4QTR 2001
	4QTR			3QTR			2QTR			1QTR			4QTR			Over (Under)

	2001			2001			2001			2001			2000			3Q 2001			4Q 2000

NET CHARGE-OFFS
COMMERCIAL LOANS




Domestic Commercial	$	388		$	126		$	177		$	126		$	88			208	%		341	%




Foreign Commercial		45			63			35			22			71			(29	)		(37	)

TOTAL COMMERCIAL LOANS		433			189			212			148			159			129			172









CONSUMER LOANS




Credit Card — Reported		274			264			234			218			172			4			59




Credit Card — Securitizations		264			270			273			241			245			(2	)		8

Credit Card — Managed		538			534			507			459			417			1			29




1-4 Family Residential Mortgages		18			15			7			10			10			20			80




Auto Financings		50			32			26			29			26			56			92




Other Consumer		43			45			46			42			42			(4	)		2

TOTAL CONSUMER LOANS		649			626			586			540			495			4			31




FFIEC CONFORMITY		—			—			—			—			93		NM			NM

TOTAL MANAGED NET CHARGE-OFFS	$	1,082		$	815		$	798		$	688		$	747			33			45


NET CHARGE-OFF RATES — ANNUALIZED
COMMERCIAL LOANS




Domestic Commercial		2.04	%		0.59	%		0.90	%		0.62	%		0.42	%	145		bp	162		bp




Foreign Commercial		0.53			0.79			0.46			0.24			0.77			(26	)		(24	)




TOTAL COMMERCIAL LOANS		1.58			0.65			0.77			0.50			0.53			93			105









CONSUMER LOANS




Credit Card — Reported		5.74			5.47			4.69			4.44			4.27			27			147




Credit Card — Securitizations		5.23			5.82			6.55			5.77			5.40			(59	)		(17	)




Credit Card — Managed		5.48			5.64			5.54			5.05			4.86			(16	)		62




1-4 Family Residential Mortgages		0.12			0.10			0.05			0.08			0.08			2			4




Auto Financings		0.79			0.53			0.46			0.56			0.51			26			28




Other Consumer		2.12			2.33			2.30			1.91			1.82			(21	)		30




TOTAL CONSUMER LOANS		1.98			1.96			1.89			1.83			1.74			2			24




TOTAL MANAGED NET CHARGE-OFF RATES		1.80			1.33			1.37			1.17			1.28			47			52





ALLOWANCE FOR LOAN LOSSES AND RATIOS
Allowance for Loan Losses (a)	$	4,524		$	3,874		$	3,673		$	3,672		$	3,665			17	%		23	%




To Total Loans		2.08	%		1.74	%		1.67	%		1.69	%		1.70	%	34		bp	38		bp




To Total Nonperforming Loans		181			156			160			182			202			2,500			(2,100	)




To Total Nonperforming Assets		115			146			147			164			191			(3,100	)		(7,600	)

[Additional columns below]

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


							2001
	FULL YEAR						Over (Under)

	2001			2000			2000

NET CHARGE-OFFS
COMMERCIAL LOANS




Domestic Commercial	$	817		$	290			182	%




Foreign Commercial		165			110			50

TOTAL COMMERCIAL LOANS		982			400			146









CONSUMER LOANS




Credit Card — Reported		990			693			43




Credit Card — Securitizations		1,048			977			7

Credit Card — Managed		2,038			1,670			22




1-4 Family Residential Mortgages		50			36			39




Auto Financings		137			89			54




Other Consumer		176			182			(3	)

TOTAL CONSUMER LOANS		2,401			1,977			21




FFIEC CONFORMITY		—			93		NM

TOTAL MANAGED NET CHARGE-OFFS	$	3,383		$	2,470			37


NET CHARGE-OFF RATES-ANNUALIZED
COMMERCIAL LOANS




Domestic Commercial		1.02	%		0.38	%	64		bp




Foreign Commercial		0.50			0.25			25




TOTAL COMMERCIAL LOANS		0.87			0.33			54









CONSUMER LOANS




Credit Card — Reported		5.09			5.00			9




Credit Card — Securitizations		5.83			5.20			63




Credit Card — Managed		5.45			5.12			33




1-4 Family Residential Mortgages		0.09			0.08			1




Auto Financings		0.59			0.46			13




Other Consumer		2.17			1.88			29




TOTAL CONSUMER LOANS		1.92			1.82			10




TOTAL MANAGED NET CHARGE-OFF RATES		1.42			1.08			34

(a)

Represents period end balances for each respective quarter.

Page 18

JPMORGANCHASE LOGO

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


						Secured /			Surety /		Debtor in
Enron Exposure			Unsecured			Joint Venture			Letter of Credit		Possession		Total

Exposure at December 19, 2001			$	620		$	604		$	1,130	$	250	$	2,604









	Payments			—			(85	)		—		—		(85	)









	Charge-offs			(216	)		(5	)		—		—		(221	)









	Write-downs			(235	)		—			—		—		(235	)






Exposure at December 31, 2001			$	169	(a)	$	514	(b)	$	1,130	$	250	$	2,063


Nonperforming Assets





	Nonperforming Loans		$	66		$	32		$	—	$	—	$	98




	Nonperforming Derivatives			45			—			—		—		45




	Nonperforming Other Receivables			—			—			1,130		—		1,130

		Total Nonperforming Assets	$	111		$	32		$	1,130	$	—	$	1,273

(a)		Includes $58 million in undrawn letters of credit.




(b)		Includes $400 million secured by pipelines, $74 million in credit-worthy joint ventures, and $40 million secured by other Enron assets.

Page 19

JPMORGANCHASE LOGO

J.P. MORGAN CHASE & CO.
CAPITAL


			4QTR			3QTR			2QTR			1QTR			4QTR
			2001			2001			2001			2001			2000

SOURCES AND USES OF TIER 1 CAPITAL
(in billions)




Sources of Free Cash Flow




		Cash Operating Earnings Less Dividends	$	(0.3	) (a)	$	0.5		$	0.2		$	0.9		$	0.3




		Plus: Preferred Stock and Equivalents/Other Items		(0.7	) (a)		(0.6	)		(0.7	)		0.2			(0.1	)




		Less: Capital for Internal Asset Growth		1.5	(a)		(1.3	)		(0.5	)		(0.5	)		1.3

Total Sources of Free Cash Flow			$	0.5		$	(1.4	)	$	(1.0	)	$	0.6		$	1.5

Uses of Free Cash Flow




		Increases (Decreases) in Capital Ratios	$	0.6	(a)	$	(1.9	)	$	(0.7	)	$	1.2		$	1.6




		Acquisitions		—	(a)		—			—			0.1			—




		Repurchases Net of Stock Issuances		(0.1	) (a)		0.5			(0.3	)		(0.7	)		(0.1	)

Total Uses of Free Cash Flow			$	0.5		$	(1.4	)	$	(1.0	)	$	0.6		$	1.5


COMMON SHARES OUTSTANDING
(in millions)
Basic Weighted-Average Shares Outstanding				1,969.6			1,975.3			1,978.4			1,966.6			1,924.8




Diluted Weighted-Average Shares Outstanding				2,007.4			2,020.9			2,033.6			2,032.2			2,007.1




Common Shares Outstanding-at Period End				1,973.4			1,972.9			1,989.2			1,984.2			1,928.5









CASH DIVIDENDS DECLARED PER SHARE			$	0.34		$	0.34		$	0.34		$	0.34		$	0.32




BOOK VALUE PER SHARE				20.32			21.15			20.81			21.17			21.17





SHARE PRICE
	High		$	40.95		$	46.01		$	50.60		$	59.19		$	48.13




	Low			31.30			29.04			39.21			37.58			32.38




	Close			36.35			34.15			44.60			44.90			45.44





CAPITAL RATIOS
Tier I Capital Ratio				8.3%	(a)		8.2	%		8.7	%		8.7	%		8.5	%




Total Capital Ratio				11.9	(a)		11.6			12.2			12.3			12.0




Tier I Leverage				5.2	(a)		5.3			5.4			5.4			5.4

[Additional columns below]

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


			4QTR 2001												2001
			Over (Under)						FULL YEAR						Over (Under)

			3Q 2001			4Q 2000			2001			2000			2000

SOURCES AND USES OF TIER 1 CAPITAL
(in billions)




Sources of Free Cash Flow




		Cash Operating Earnings Less Dividends	NM			NM			$	1.3	(a)	$	4.0			(68	)%




		Plus: Preferred Stock and Equivalents/Other Items		(17	)%	NM				(1.8	) (a)		(0.1	)	NM




		Less: Capital for Internal Asset Growth	NM				15	%		(0.8	) (a)		0.1		NM

Total Sources of Free Cash Flow			NM				(67	)	$	(1.3	)	$	4.0		NM

Uses of Free Cash Flow




		Increases (Decreases) in Capital Ratios	NM				(63	)	$	(0.8	) (a)	$	(0.1	)	NM




		Acquisitions	NM			NM				0.1	(a)		7.0			(99	)




		Repurchases Net of Stock Issuances	NM				—			(0.6	) (a)		(2.9	)		79

Total Uses of Free Cash Flow			NM				(67	)	$	(1.3	)	$	4.0		NM


COMMON SHARES OUTSTANDING
(in millions)
Basic Weighted-Average Shares Outstanding				—			2			1,972.4			1,884.1			5




Diluted Weighted-Average Shares Outstanding				(1	)		—			2,023.6			1,969.0			3




Common Shares Outstanding - at Period End				—			2			1,973.4			1,928.5			2









CASH DIVIDENDS DECLARED PER SHARE				—			6		$	1.36		$	1.28			6




BOOK VALUE PER SHARE				(4	)		(4	)





SHARE PRICE
	High			(11	)		(15	)	$	59.19		$	67.17			(12	)




	Low			8			(3	)		29.04			32.38			(10	)




	Close			6			(20	)		36.35			45.44			(20	)





CAPITAL RATIOS
Tier I Capital Ratio			10		bp	(20		)bp




Total Capital Ratio				30			(10	)




Tier I Leverage				(10	)		(20	)

(a) Estimated

Page 20


J.P. MORGAN CHASE & CO.




Glossary of Terms

Average Managed Assets: Excludes the impact of credit card securitizations.

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

Cash Operating Earnings: Operating earnings excluding the impact of the amortization of intangibles.

Cash Overhead Ratio: Noninterest expense, excluding amortization of intangibles, as a percentage of the total of net interest income and noninterest revenue (excluding merger and restructuring costs and special items).

Corporate: Includes LabMorgan, Support Units and the effects remaining at the corporate level after the implementation of management accounting policies.

JPMorgan Partners (“JPMP”): JPMorgan Chase’s private equity business. Public securities held by JPMP are marked-to-market at the quoted public value less liquidity discounts, with the resulting unrealized gains/losses included in the income statement. JPMP’s valuation policy for public securities incorporates the use of liquidity discounts and price averaging methodologies in certain circumstances to take into account the fact that JPMP cannot immediately realize the quoted public values as a result of the regulatory, corporate and contractual sales restrictions generally imposed on these holdings. Private investments are initially carried at cost, which is viewed as an approximation of fair value. The carrying value of private investments is adjusted to reflect valuation changes resulting from unaffiliated party transactions and for evidence of a decline in value.

Lines of Business 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.

Managed Credit Card Receivables or Managed Basis: JPMorgan Chase uses this terminology to refer to its credit card receivables on the balance sheet plus credit card receivables that have been securitized.

N/A: Not available

NM: Not meaningful

Noncompensation Expense: Includes total operating expenses less compensation expense and amortization of intangibles.

Operating Basis or Operating Earnings: Reported results excluding the impact of credit card securitizations, merger and restructuring costs, special items and the net effect of a change in accounting principle.

Other Consumer Loans: Consists of installment loans (direct and indirect types of consumer finance), student loans, unsecured lines of credit and foreign consumer.

Overhead Ratio: Noninterest expense as a percentage of the total of net interest income and noninterest revenue (excluding merger and restructuring costs and special items).

Pro Forma Results: Assumes that the purchase of Robert Fleming Holdings Limited (“Flemings”) occurred at the beginning of 2000 and primarily affected Investment Bank, Investment Management & Private Banking and total consolidated results.

Reported Basis: Financial statements prepared under generally accepted accounting principles. The reported basis includes the impact of credit card securitizations, merger and restructuring costs, special items, and the net effect of the change in accounting principle.

SFAS 133: As a result of the adoption of Statement of Financial Accounting Standards (“SFAS”) 133 “Accounting for Derivative Instruments and Hedging Activities”, net income for the year ended 2001 includes the cumulative effect of a transition adjustment of $(25) million, net of taxes. The impact on each of basic and diluted earnings per share was $(0.01).

Shareholder Value Added (“SVA”): SVA is JPMorgan Chase’s primary performance measure of its businesses. SVA represents operating earnings excluding the amortization of goodwill and certain other intangibles (i.e., cash operating earnings) minus preferred dividends and an explicit charge for capital. JPMorgan Chase implemented an integrated cost of capital during the first quarter of 2001. A 12% cost of capital has been used for all businesses except JPMorgan Partners. This business is charged a 15% cost of equity capital, which is equivalent to a representative after-tax hurdle rate for private equity investments. The effective cost of equity capital used in the SVA framework for JPMorgan Chase overall is 12%.

Special Items: Includes merger and restructuring costs and special items.

Trading-Related Revenue: Includes net interest income (“NII”) attributable to trading activities. Trading-related NII has been restated in the prior periods to conform to the current presentation which began in the second quarter of 2001.

Unaudited: The financial statements and information included throughout this document are unaudited.

Page 21

EX-99.3: SUPPLEMENTAL INVESTMENT BANK INFORMATION