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8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

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

Date of Report (date of earliest event reported): April 16, 2008

JPMORGAN CHASE & CO.

(Exact name of registrant as specified in its charter)


Delaware	1-5805	13-2624428
(State or Other Jurisdiction of	(Commission File Number)	(IRS 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

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

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

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

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

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

TABLE OF CONTENTS


	Item 2.02 Results of Operations and Financial Condition
	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-12.1: Computation of Ratio of Earnings to Fixed Charges
EX-99.1: Earnings Release - First Quarter 2008 Results
EX-99.2: Earnings Release Financial Supplement - First Quarter 2008

Item 2.02 Results of Operations and Financial Condition

On April 16, 2008, JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) reported 2008 first quarter net income of $2.4 billion, or $0.68 per share, compared with net income of $4.8 billion, or $1.34 per share, for the first quarter of 2007. A copy of the 2008 first quarter earnings release is attached hereto as Exhibit 99.1, and a copy of the earnings release financial supplement is attached hereto as Exhibit 99.2.

Each of the Exhibits provided with this Form 8-K shall be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events

The information in Item 2.02 above is hereby incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits


Exhibit Number		Description of Exhibit

12.1		JPMorgan Chase & Co. Computation of Ratio of Earnings to Fixed Charges

99.1		JPMorgan Chase & Co. Earnings Release — First Quarter 2008 Results

99.2		JPMorgan Chase & Co. Earnings Release Financial Supplement — First Quarter 2008

This Current Report on Form 8-K (including the Exhibits hereto) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause JPMorgan Chase’s results to differ materially from those described in the forward-looking statements can be found in JPMorgan Chase’s 2007 Annual Report on Form 10-K for the year ended December 31, 2007 and its March 24, 2008 Current Report on Form 8-K, both filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s Internet site (http://www.sec.gov).

SIGNATURE

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


		JPMORGAN CHASE & CO.
		(Registrant)

		By:		/s/ Louis Rauchenberger
				Louis Rauchenberger

		Managing Director and Controller
		[Principal Accounting Officer]

Dated: April 16, 2008

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

12.1		JPMorgan Chase & Co. Computation of Ratio of Earnings to Fixed Charges

99.1		JPMorgan Chase & Co. Earnings Release — First Quarter 2008 Results

99.2		JPMorgan Chase & Co. Earnings Release Financial Supplement — First Quarter 2008

EX-12.1

EXHIBIT 12.1

JPMORGAN CHASE & CO.

Computation of Ratio of Earnings to Fixed Charges


Three months ended March 31, (in millions, except ratios)	2008
Excluding Interest on Deposits
Income before income taxes	$	3,535

Fixed charges:
Interest expense		5,265
One-third of rents, net of income from subleases (a)		106

Total fixed charges		5,371

Less: Equity in undistributed income of affiliates		(7	)

Income before income taxes and fixed charges, excluding capitalized interest	$	8,899

Fixed charges, as above	$	5,371

Ratio of earnings to fixed charges		1.66


Including Interest on Deposits
Fixed charges, as above	$	5,371
Add: Interest on deposits		4,608

Total fixed charges and interest on deposits	$	9,979

Income before income taxes and fixed charges, excluding capitalized interest, as above	$	8,899
Add: Interest on deposits		4,608

Total income before income taxes, fixed charges and interest on deposits	$	13,507

Ratio of earnings to fixed charges		1.35




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

EX-99.1

Exhibit 99.1

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


www.jpmorganchase.com

News release: IMMEDIATE RELEASE

			JPMORGAN CHASE REPORTS FIRST-QUARTER 2008 NET INCOME OF $2.4 BILLION; EARNINGS PER SHARE OF $0.68

			Tier 1 Capital Remained Strong at $89.6 billion, or 8.3% (estimated)

	•		Credit reserves further strengthened by $2.5 billion firmwide, of which $1.1 billion is related to home equity portfolio

	•		Investment Bank took markdowns of $2.6 billion, including markdowns on leveraged lending and prime, Alt-A and subprime mortgages

	•		Sale proceeds of $1.5 billion (pretax) on the sale of Visa shares in initial public offering

	•		Continuing underlying business momentum:

	-		Retail Financial Services grew revenue by 15%

	-		Investment Bank ranked #1 for Global Investment Banking Fees⁽¹⁾; and for the first time ever #1 for Global Debt, Equity and Equity-Related⁽²⁾

	-		Treasury & Securities Services increased earnings 53%

	-		Commercial Bank grew liability balances by 22% and loans by 18%

	-		Asset Management grew assets under management by 13%

•

Announced the planned acquisition of Bear Stearns on March 16

New York, April 16, 2008 — JPMorgan Chase & Co. (NYSE: JPM) today reported 2008 first-quarter net income of $2.4 billion, compared with record net income of $4.8 billion in the first quarter of 2007. Earnings per share of $0.68 were down 49%, compared with record earnings per share of $1.34 in the first quarter of 2007.

Commenting on the quarter, Jamie Dimon, Chairman and Chief Executive Officer, said, “Our earnings this quarter were down significantly as market conditions and the credit environment remained challenging. The Investment Bank had markdowns related to leveraged lending and mortgages and increased loan loss reserves. Retail Financial Services again increased loan loss reserves related to home equity and subprime mortgages, as performance in these portfolios continued to deteriorate. However, the firm as a whole maintained solid business momentum and our capital position remained strong. Retail Financial Services, Card Services, Commercial Banking and Treasury & Securities Services all reported organic revenue growth and well-managed expense levels. We also added $2.5 billion to our allowance for credit losses (which now totals $12.6 billion), and maintained a strong 8.3% Tier 1 capital ratio.”

Commenting on the recent agreement to acquire Bear Stearns, Mr. Dimon remarked, “The Bear Stearns merger provides a unique opportunity to enhance our ability to serve clients by adding new capabilities in prime brokerage and clearing and by improving strength in equities, mortgage trading, commodities and asset management. We welcome the employees of Bear Stearns and look forward to working together to build increased franchise value.”

Discussing the firm’s outlook, Dimon said, “Our expectation is for the economic environment to continue to be weak and for the capital markets to remain under stress. These factors have affected, and are likely to continue to negatively impact our firm’s credit losses,



Investor Contact: Julia Bates (212) 270-7318		Media Contact: Joe Evangelisti (212) 270-7438
(1) Source: Dealogic
(2) Source: Thomson Financial

JPMorgan Chase & Co.
News Release

overall business volumes and earnings – – possibly through the remainder of the year, or longer. However, we are prepared to manage through this down part of the economic cycle, given the strength of our liquidity, credit reserves, capital and operating margins, and to successfully position our company well for the future.”

In the discussion below of the business segments and JPMorgan Chase, information is presented on a managed basis. Managed basis starts with GAAP results and includes the following adjustments: for Card Services and the firm as a whole, the impact of credit card securitizations is excluded, and for each line of business and the firm as a whole, net revenue is shown on a tax-equivalent basis. For more information about managed basis, as well as other non-GAAP financial measures used by management to evaluate the performance of each line of business, see Notes 1 and 2 (page 12).

The following discussion compares the first quarter of 2008 with the first quarter of 2007 unless otherwise noted.

INVESTMENT BANK (IB)



Results for IB								4Q07						1Q07
($ millions)	1Q08			4Q07		1Q07		$O/(U)			O/(U) %			$O/(U)			O/(U) %
Net Revenue	$	3,011		$	3,172	$	6,254		($161	)		(5	)%		($3,243	)		(52	)%
Provision for Credit Losses		618			200		63		418			209			555		NM
Noninterest Expense		2,553			3,011		3,831		(458	)		(15	)%		(1,278	)		(33	)%
Net Income / (Loss)		($87	)	$	124	$	1,540		($211	)	NM				($1,627	)	NM

Discussion of Results:
Net loss was $87 million, a decline from record net income of $1.5 billion in the prior year. The lower results reflected a decline in net revenue and a higher provision for credit losses offset partially by lower noninterest expense.

Net revenue was $3.0 billion, a decline of $3.2 billion, or 52%, from the prior year. Investment banking fees were $1.2 billion, down 30% from the prior year, reflecting lower debt and equity underwriting fees. Debt underwriting fees of $364 million declined 58%, reflecting lower bond underwriting and loan syndication fees, which were negatively affected by market conditions. Equity underwriting fees were $359 million, down 9% from the prior year. Advisory fees of $483 million were up slightly from the prior year. Fixed Income Markets revenue was $466 million, down $2.1 billion, or 82%, from the prior year. The decline was due primarily to markdowns of $1.2 billion on prime, Alt-A and subprime mortgages; markdowns of $1.1 billion on leveraged lending funded and unfunded commitments; and markdowns of $266 million on collateralized debt obligation (CDO) warehouses and unsold positions. These markdowns were offset partially by record revenue in rates and currencies. Equity Markets revenue was $1.0 billion, down 37% from the prior year, as weak trading results were offset partially by strong client revenue across businesses. Fixed Income Markets and Equity Markets results included a combined benefit of $949 million from the widening of the firm’s credit spread on certain structured liabilities, with an impact of $662 million and $287 million, respectively. Credit Portfolio revenue was $363 million, down $31 million, or 8%, from the prior year.

The provision for credit losses was $618 million, compared with $63 million in the prior year. The current-quarter provision reflects an increase of $605 million in the allowance for credit losses, reflecting the impact of the transfer of $4.9 billion of leveraged lending commitments to retained loans from held-for-sale loans and the effect of a weakening credit environment. Net charge-offs were $13 million, compared with net recoveries of $6 million in the prior year.

JPMorgan Chase & Co.
News Release

The allowance for loan losses to total loans retained was 2.55% for the current quarter, an increase from 1.76% in the prior year.

Average loans retained were $74.1 billion, an increase of $15.1 billion, or 26%, from the prior year, principally driven by growth in acquisition finance activity, including leveraged lending. Average fair value and held-for-sale loans were $19.6 billion, up $5.9 billion, or 43%, from the prior year.

Noninterest expense was $2.6 billion, a decrease of $1.3 billion, or 33%, from the prior year. The decline was due to lower performance-based compensation expense.

Key Metrics and Business Updates:
(All comparisons to the prior-year quarter except as noted)

Ranked #1 in Global Debt, Equity and Equity-Related (for the first time); #4 in Global Equity and Equity-Related; #1 in Global Syndicated Loans; #1 in Global Long-Term Debt; and #4 in Global Announced M&A; based upon volume, according to Thomson Financial for year-to-date ending March 31, 2008.

RETAIL FINANCIAL SERVICES (RFS)



Results for RFS								4Q07						1Q07
($ millions)	1Q08			4Q07		1Q07		$O/(U)			O/(U) %			$O/(U)			O/(U) %
Net Revenue	$	4,702		$	4,815	$	4,106		($113	)		(2	)%	$	596			15	%
Provision for Credit Losses		2,492			1,051		292		1,441			137			2,200		NM
Noninterest Expense		2,570			2,540		2,407		30			1	%		163			7	%
Net Income / (Loss)		($227	)	$	752	$	859		($979	)	NM				($1,086	)	NM

Discussion of Results:
Net loss was $227 million, compared with net income of $859 million in the prior year, as a significant increase in the provision for credit losses resulted in a net loss in Regional Banking.

Net revenue was $4.7 billion, an increase of $596 million, or 15%, from the prior year. Net interest income was $3.0 billion, up $394 million, or 15%, due to increased loan balances, wider loan spreads, and higher deposit balances. These benefits were offset partially by a shift to narrower-spread deposit products. Noninterest revenue was $1.7 billion, up $202 million, or 14%, driven by higher volume and improved margins on mortgage loan originations, increased deposit-related fees and the absence of a prior-year charge resulting from accelerated surrenders of customer annuity contracts. These benefits were offset partially by markdowns on the mortgage warehouse and pipeline and a decrease in net mortgage servicing revenue.

The provision for credit losses was $2.5 billion, compared with $292 million in the prior year. The current-quarter provision includes an increase of $1.1 billion in the allowance for loan losses related to home equity loans. Housing price declines have continued to exceed expectations resulting in a significant increase in estimated losses, particularly for high loan-to-value second-lien loans. Home equity net charge-offs were $447 million (1.89% net charge-off rate), compared with $68 million (0.32% net charge-off rate) in the prior year. The current-quarter provision also includes a $417 million increase in the allowance for loan losses related to subprime mortgage loans, reflecting an increase in estimated losses for this portfolio. Subprime mortgage net charge-offs were $149 million (3.82% net charge-off rate), compared

JPMorgan Chase & Co.
News Release

with $20 million (0.92% net charge-off rate) in the prior year. The provision was also affected by an increase in the allowance for credit losses for prime mortgage and auto loans.

Noninterest expense was $2.6 billion, an increase of $163 million, or 7%, from the prior year, reflecting higher mortgage production and servicing expense, and investment in the retail distribution network.

Regional Banking net loss was $433 million, compared with net income of $690 million in the prior year, reflecting a significant increase in the provision for credit losses. Net revenue was $3.4 billion, up $329 million, or 11%, benefiting from higher loan balances, wider loan spreads, increased deposit-related fees and higher deposit balances. Net revenue also benefited from the absence of a prior-year charge related to accelerated surrenders of customer annuity contracts. These benefits were offset partially by a shift to narrower—spread deposit products. Compared with the fourth quarter of 2007, net revenue in the current quarter also benefited from the seasonal tax-refund anticipation business. The provision for credit losses was $2.3 billion, compared with $233 million in the prior year. The increase in the provision was due to weakness in the home equity and subprime mortgage portfolios (see Retail Financial Services discussion of the provision for credit losses for further detail). Noninterest expense was $1.8 billion, up $65 million, or 4%, from the prior year due to investment in the retail distribution network.

Key Metrics and Business Updates:
(All comparisons to the prior-year quarter except as noted)

	n		Checking accounts totaled 11.1 million, up 910,000, or 9%.

	n		Average total deposits grew to $214.3 billion, up $7.8 billion, or 4%.

	n		Average home equity loans were $95.0 billion, up $8.7 billion, or 10%.

	n		Average business banking loans were $15.6 billion, up 9% and originations were $1.8 billion, up 9%.

	n		Number of branches grew to 3,146, up 75.

	n		Branch sales of credit cards increased 18%.

	n		Branch sales of investment products declined 15%.

	n		Overhead ratio (excluding amortization of core deposit intangibles) decreased to 50% from 52%.

Mortgage Banking net income was $132 million, compared with $84 million in the prior year. Net revenue was $751 million, up $147 million, or 24%. Net revenue comprises production revenue and net mortgage servicing revenue. Production revenue was $576 million, up $176 million, primarily benefiting from higher volume and improved margins on mortgage loan originations, partially offset by markdowns on the mortgage warehouse and pipeline. In addition, the benefit of the one-time impact from the adoption of SAB 109 (“Written Loan Commitments Recorded at Fair Value Through Earnings”) in the current quarter was offset by the absence of the prior-year impact of the adoption of SFAS 159 (“Fair Value Option”). Net mortgage servicing revenue, which includes loan servicing revenue, MSR risk management results and other changes in fair value, was $175 million, compared with $204 million in the prior year. Loan servicing revenue of $634 million increased by $33 million on growth of 15% in third-party loans serviced. MSR risk management results were negative $34 million compared with negative $19 million in the prior year. Other changes in fair value of the MSR asset were negative $425 million compared with negative $378 million in the prior year. Noninterest expense was $536 million, an increase of $68 million, or 15%. The increase reflected higher production expense due primarily to growth in originations and higher servicing costs due to increased delinquencies and defaults.

JPMorgan Chase & Co.
News Release

Key Metrics and Business Updates:
(All comparisons to the prior-year quarter except as noted)

	n		Mortgage loan originations were $47.1 billion, up 30% from the prior year and 18% from the prior quarter.

	n		Total third-party mortgage loans serviced were $627.1 billion, an increase of $81.0 billion, or 15%.

Auto Finance net income was $74 million, a decrease of $11 million, or 13%, from the prior year. Net revenue was $530 million, up $120 million, or 29%, reflecting a reduction in residual value reserves for direct finance leases, higher automobile operating lease revenue, higher loan balances and wider loan spreads. The provision for credit losses was $168 million, up $109 million. The current-quarter provision included an increase in the allowance for credit losses, reflecting higher estimated losses. The net charge-off rate was 1.10%, compared with 0.59% in the prior year. Noninterest expense of $240 million grew $30 million, or 14%, driven by increased depreciation expense on owned automobiles subject to operating leases.

Key Metrics and Business Updates:
(All comparisons to the prior-year quarter except as noted)

	n		Auto loan originations were $7.2 billion, up 38%.

	n		Average loans were $42.9 billion, up 9%.

CARD SERVICES (CS)^(a)



Results for CS							4Q07						1Q07
($ millions)	1Q08		4Q07		1Q07		$O/(U)			O/(U) %			$O/(U)			O/(U) %
Net Revenue	$	3,904	$	3,971	$	3,680		($67	)		(2	)%	$	224			6	%
Provision for Credit Losses		1,670		1,788		1,229		(118	)		(7	)		441			36
Noninterest Expense		1,272		1,223		1,241		49			4			31			2
Net Income	$	609	$	609	$	765	$	—			—	%		($156	)		(20	)%


(a)		Presented on a managed basis; see Note 1 (page 12) for further explanation of managed basis.

Discussion of Results:
Net income was $609 million, a decline of $156 million, or 20%, from the prior year. The decrease was driven by a higher provision for credit losses, partially offset by growth in managed net revenue.

End-of-period managed loans of $150.9 billion grew $4.4 billion, or 3%, from the prior year and declined $6.1 billion, or 4%, from the prior quarter. The decrease from the prior quarter reflects seasonally lower sales volume and higher payment activity. Average managed loans of $153.6 billion increased $4.1 billion, or 3%, from the prior year and $1.8 billion, or 1%, from the prior quarter. The increases from the prior year in both end-of-period and average managed loans reflects organic portfolio growth.

Managed net revenue was $3.9 billion, an increase of $224 million, or 6%, from the prior year. Net interest income was $3.2 billion, up $196 million, or 7%, from the prior year. The increase in net interest income was driven by wider loan spreads, an increased level of fees and higher average managed loan balances. These benefits were offset partially by the effect of higher revenue reversals associated with increased charge-offs and the discontinuation of certain billing practices (including the elimination of certain over-limit fees and the two-cycle billing method for calculating finance charges beginning in the second quarter of 2007).

JPMorgan Chase & Co.
News Release

		Noninterest revenue was $719 million, an increase of $28 million, or 4%, from the prior year. The increase is primarily related to higher net securitization gains. Charge volume growth of 5% reflected a 10% increase in sales volume, partially offset by a lower level of balance transfers, the result of more targeted marketing efforts.

		The managed provision for credit losses was $1.7 billion, an increase of $441 million, or 36%, from the prior year, due to a higher level of charge-offs and an $85 million prior-year release of the allowance for loan losses. The managed net charge-off rate for the quarter was 4.37%, up from 3.57% in the prior year and 3.89% in the prior quarter. The 30-day managed delinquency rate was 3.66%, up from 3.07% in the prior year and 3.48% in the prior quarter.

		Noninterest expense was $1.3 billion, an increase of $31 million, or 2%, compared with the prior year, due to higher marketing expense.

Key Metrics and Business Updates:
(All comparisons to the prior-year quarter except as noted)

	n		Return on equity was 17%, down from 22%.

	n		Pretax income to average managed loans (ROO) was 2.52%, compared with 3.28% in the prior year and 2.51% in the prior quarter.

	n		Net interest income as a percentage of average managed loans was 8.34%, up from 8.11% in the prior year and 8.20% in the prior quarter.

	n		Net accounts of 3.4 million were opened during the quarter.

	n		Charge volume was $85.4 billion, an increase of $4.1 billion, or 5%, driven by sales volume growth of 10%.

	n		Merchant processing volume was $182.4 billion, an increase of $18.8 billion, or 11%, and total transactions were 5.2 billion, an increase of 725 million, or 16%.

COMMERCIAL BANKING (CB)



Results for CB							4Q07						1Q07
($ millions)	1Q08		4Q07		1Q07		$O/(U)			O/(U) %			$O/(U)			O/(U) %
Net Revenue	$	1,067	$	1,084	$	1,003		($17	)		(2	)%	$	64			6	%
Provision for Credit Losses		101		105		17		(4	)		(4	)		84			494
Noninterest Expense		485		504		485		(19	)		(4	)		—			—
Net Income	$	292	$	288	$	304	$	4			1	%		($12	)		(4	)%

Discussion of Results:
Net income was $292 million, a decrease of $12 million, or 4%, from the prior year driven by an increase in the provision for credit losses, largely offset by growth in net revenue.

Net revenue was $1.1 billion, an increase of $64 million, or 6%, from the prior year. Net interest income was $733 million, up $65 million, or 10%. The increase was driven by double-digit growth in liability and loan balances, primarily offset by spread compression in the liability and loan portfolios and a continued shift to narrower-spread liability products. Noninterest revenue was $334 million, flat compared with the prior year, reflecting lower gains related to the sale of securities acquired in the satisfaction of debt and lower investment banking fees, offset by higher deposit-related, credit card and lending fees.

JPMorgan Chase & Co.
News Release

		Middle Market Banking revenue was $706 million, an increase of $45 million, or 7%, from the prior year. Mid-Corporate Banking revenue was $207 million, a decrease of $5 million, or 2%. Real Estate Banking revenue was $97 million, a decline of $5 million, or 5%.

		The provision for credit losses was $101 million, compared with $17 million in the prior year. The current-quarter provision largely reflects growth in loan balances and the effect of the weakening credit environment. The allowance for loan losses to total loans retained was 2.65% for the current quarter, down from 2.68% in the prior year and 2.66% in the prior quarter. Nonperforming loans were $446 million, up $305 million from the prior year and up $300 million from the prior quarter, reflecting increases in nonperforming loans in each business segment. Net charge-offs (primarily related to residential real estate clients) were $81 million (0.48% net charge-off rate), compared with recoveries of $1 million (0.01% net recovery rate) in the prior year and net charge-offs of $33 million (0.21% net charge-off rate) in the prior quarter.

		Noninterest expense was $485 million, flat compared with the prior year.

Key Metrics and Business Updates:
(All comparisons to the prior-year quarter except as noted)

	n		Overhead ratio was 45%, an improvement from 48%.

	n		Average loan balances were $68.0 billion, up $10.4 billion, or 18%, from the prior year and up $2.5 billion, or 4%, from the prior quarter.

	n		Average liability balances were $99.5 billion, up $17.7 billion, or 22%, from the prior year and up $2.8 billion, or 3%, from the prior quarter.

TREASURY & SECURITIES SERVICES (TSS)



Results for TSS							4Q07						1Q07
($ millions)	1Q08		4Q07		1Q07		$O/(U)			O/(U) %			$O/(U)		O/(U) %
Net Revenue	$	1,913	$	1,930	$	1,526		($17	)		(1	)%	$	387		25	%
Provision for Credit Losses		12		4		6		8			200			6		100
Noninterest Expense		1,228		1,222		1,075		6			—			153		14
Net Income	$	403	$	422	$	263		($19	)		(5	)%	$	140		53	%

Discussion of Results:
Net income was $403 million, an increase of $140 million, or 53%, from the prior year, driven by higher net revenue, partially offset by higher noninterest expense.

Net revenue was $1.9 billion, an increase of $387 million, or 25%, from the prior year. Worldwide Securities Services net revenue of $1.1 billion was up $263 million, or 31%. The growth was driven by increased product usage by new and existing clients (primarily in custody, fund and alternative investments services and depositary receipts) and wider spreads in securities lending and foreign exchange driven by recent market conditions. These benefits were offset partially by spread compression on liability products. Treasury Services net revenue was $813 million, an increase of $124 million, or 18%, from the prior year. This increase reflected higher liability balances and wider market-driven spreads, as well as growth in electronic and trade loan volumes. TSS firmwide net revenue, which includes Treasury Services net revenue recorded in other lines of business, grew to $2.6 billion, up $456 million, or 21%. Treasury Services firmwide net revenue grew to $1.5 billion, up $193 million, or 15%.

JPMorgan Chase & Co.
News Release

Compared with the prior quarter, TSS net revenue decreased $17 million, or 1%, primarily due to spread compression on liability balances, lower equity markets and the absence of fourth-quarter seasonal depositary receipts activity. These results were offset partially by wider spreads in securities lending driven by recent market conditions.

The provision for credit losses was $12 million, an increase of $6 million from the prior year.

Noninterest expense was $1.2 billion, an increase of $153 million, or 14%, from the prior year, reflecting higher expense related to business and volume growth, as well as investment in new product platforms.

Key Metrics and Business Updates:
(All comparisons to the prior-year quarter except as noted)

	n		TSS pretax margin⁽²⁾ was 34%, down from 35% in the prior quarter and up from 27% in the prior year.

	n		Average liability balances were $254.4 billion, up 21%.

	n		Assets under custody grew to $15.7 trillion, up 7%.

	n		Announced intent to acquire the institutional global custody portfolio of Nordea, with approximately €200 billion (approximately $317 billion) in assets under custody.

	n		New client relationships included:

	-		Selected by General Services Administration, including Department of Interior, Department of Commerce and Department of Transportation, as well as by the National Aeronautics and Space Administration (NASA) to provide purchase, travel and fleet charge card services; and

	-		Selected by Old Mutual Investment Group to provide fund services for approximately $80 billion in assets under management.

ASSET MANAGEMENT (AM)



Results for AM									4Q07						1Q07
($ millions)	1Q08		4Q07			1Q07			$O/(U)			O/(U) %			$O/(U)			O/(U) %
Net Revenue	$	1,901	$	2,389		$	1,904			($488	)		(20	)%		($3	)		—	%
Provision for Credit Losses		16		(1	)		(9	)		17		NM				25		NM
Noninterest Expense		1,323		1,559			1,235			(236	)		(15	)		88			7
Net Income	$	356	$	527		$	425			($171	)		(32	)%		($69	)		(16	)%

Discussion of Results:
Net income was $356 million, a decline of $69 million, or 16%, from the prior year driven primarily by higher noninterest expense, lower performance fees and lower market valuations for seed capital investments in JPMorgan funds. These results were offset partially by increased net revenue from asset inflows, and growth in deposit and loan balances. Compared with the fourth quarter of 2007, net income of $356 million declined $171 million, or 32%, primarily driven by seasonality in the recognition of performance fees and a decline in assets under management due to lower market levels.

JPMorgan Chase & Co.
News Release

Net revenue of $1.9 billion was flat compared with the prior year. Noninterest revenue was $1.6 billion, a decline of $69 million, or 4%, largely due to lower performance fees and lower market valuations for seed capital investments, partially offset by growth in assets under management. Net interest income was $311 million, up $66 million, or 27%, from the prior year, primarily due to higher deposit and loan balances.

Private Bank revenue grew 17% to $655 million due to higher assets under management and increased deposit and loan balances, partially offset by lower performance and placement fees. Institutional revenue declined 11% to $490 million due to lower performance fees, partially offset by growth in assets under management. Retail revenue declined 12% to $466 million, largely due to net equity outflows and lower market valuations for seed capital investments. Private Client Services revenue grew 9% to $290 million due to higher deposit and loan balances and growth in assets under management.

Assets under supervision were $1.6 trillion, an increase of $174 billion, or 12%, from the prior year. Assets under management were $1.2 trillion, up 13%, or $134 billion, from the prior year. The increase was due primarily to liquidity product inflows across all segments, and alternative product inflows in Institutional and Private Bank segments. Custody, brokerage, administration and deposit balances were $382 billion, up $40 billion.

The provision for credit losses was $16 million, compared with a benefit of $9 million in the prior year, primarily driven by an increase in loan balances and a lower level of recoveries.

Noninterest expense was $1.3 billion, an increase of $88 million, or 7%, from the prior year. The increase was due primarily to higher compensation expense, reflecting increased headcount.

Key Metrics and Business Updates:
(All comparisons to the prior-year quarter except as noted)

	n		Pretax margin⁽²⁾ was 30%, down from 36%.

	n		Assets under management were $1.2 trillion, up 13%, or $134 billion, including growth of 16%, or $17 billion, in alternative assets.

	n		Assets under management net inflows were $47 billion for the first quarter of 2008, and $143 billion for the past 12-month period.

	n		Assets under management that ranked in the top two quartiles for investment performance were 75% over five years, 73% over three years and 52% over one year.

	n		Customer assets in 4 and 5 Star rated funds were 49%.

	n		Average loans of $36.6 billion were up $11.0 billion, or 43%.

	n		Average deposits of $68.2 billion were up $13.4 billion, or 24%.

JPMorgan Chase & Co.
News Release

CORPORATE / PRIVATE EQUITY



								4Q07						1Q07
Results for Corporate /
Private Equity ($ millions)	1Q08			4Q07		1Q07		$ O/(U)			O/(U) %			$ O/(U)			O/(U) %
Net Revenue	$	1,400		$	914	$	1,268	$	486			53	%	$	132			10	%
Provision for Credit Losses		196			14		3		182		NM				193		NM
Noninterest Expense		(500	)		661		354		(1,161	)	NM				(854	)	NM
Net Income	$	1,027		$	249	$	631	$	778			312	%	$	396			63	%

Discussion of Results:
Net income for Corporate / Private Equity was $1.0 billion (net income was $72 million, excluding $955 million in after-tax proceeds from the sale of Visa shares in its initial public offering), compared with $631 million in the prior year. Excluding the impact of the sale of Visa shares, the decrease in net income was driven by lower results in Private Equity, lower net revenue and an increase in the provision for credit losses both in Corporate. These lower results were offset partially by a net release of litigation reserves.

Net income for Private Equity was $57 million, compared with $698 million in the prior year. Net revenue was $163 million, a decrease of $1.1 billion. The decline was driven by lower Private Equity gains of $189 million, compared with gains of $1.3 billion in the prior year, which included a fair value adjustment related to the adoption of SFAS 157 (“Fair Value Measurements”). Noninterest expense was $76 million, a decline of $88 million from the prior year, reflecting lower compensation expense.

Excluding the proceeds from the sale of Visa shares in its initial public offering ($1.5 billion pretax and $955 million after-tax), net income for Corporate was $15 million, compared with a net loss of $67 million in the prior year. Net revenue (excluding the effect of Visa sales proceeds) was negative $303 million, compared with $15 million in the prior year. The decrease was due to a narrower net interest spread and trading losses. The provision for credit losses was $196 million, compared with $3 million in the prior year, largely reflecting an increase in the allowance for loan losses for prime mortgages. Noninterest expense was negative $576 million, compared with $190 million in the prior year, reflecting a release of credit card-related litigation reserves and the absence of prior-year merger expense.

Key Metrics and Business Updates:
(All comparisons to the prior-year quarter except as noted)

Private Equity portfolio was $6.6 billion, up from $6.4 billion in the prior year and down from $7.2 billion in the prior quarter. The portfolio represented 8.3% of stockholders’ equity less goodwill, down from 8.8% in the prior year and 9.2% in the prior quarter.

JPMorgan Chase & Co.
News Release

JPMORGAN CHASE (JPM)^(a)



RESULTS FOR JPM							4Q07						1Q07
($ millions)	1Q08		4Q07		1Q07		$ O/(U)			O/(U) %			$ O/(U)			O/(U) %

Net Revenue^(a)	$	17,898	$	18,275	$	19,741		($377	)		(2	)%		($1,843	)		(9	)%

Provision for Credit Losses^(a)		5,105		3,161		1,601		1,944			61			3,504			219

Noninterest Expense		8,931		10,720		10,628		(1,789	)		(17	)		(1,697	)		(16	)

Net Income	$	2,373	$	2,971	$	4,787		($598	)		(20	)%		($2,414	)		(50	)%

(a) Presented on a managed basis; see Note 1 (page 12) for further explanation of managed basis. Net revenue on a U.S. GAAP basis was $16,890 million, $17,384 million and $18,968 million for the first quarter of 2008, fourth quarter of 2007 and first quarter of 2007, respectively.

Discussion of Results:

Net income was $2.4 billion, down $2.4 billion from the prior year. The decrease in earnings was driven by a higher provision for credit losses and lower managed net revenue offset partially by a decrease in noninterest expense.

Managed net revenue was $17.9 billion, down $1.8 billion, or 9%, from the prior year. Noninterest revenue of $8.5 billion was down $3.7 billion, or 31%, due to lower principal transactions revenue, which reflected markdowns on prime and Alt-A mortgages and markdowns on leveraged lending funded and unfunded commitments. In addition, lower levels of private equity gains and investment banking fees contributed to the decline in noninterest revenue. The decline was offset partially by proceeds from the sale of Visa shares in its initial public offering, and an increase in asset management, administration and commissions revenue, reflecting growth in assets under custody and management and higher brokerage commissions. Net interest income was $9.4 billion, up $1.9 billion, or 25%, due to higher trading-related net interest income, wider spreads on higher balances of consumer loans and higher deposit balances. These benefits were offset partially by spread compression on deposit products.

The managed provision for credit losses was $5.1 billion, up $3.5 billion from the prior year. The wholesale provision for credit losses was $747 million, compared with $77 million in the prior year, reflecting an increase in the allowance for credit losses, primarily related to the transfer of funded and unfunded leveraged lending commitments to retained loans from held-for-sale and to portfolio activity. In addition, the allowance reflected the effect of a weakening credit environment. Wholesale net charge-offs were $92 million, compared with net recoveries of $6 million, resulting in net charge-off and recovery rates of 0.18% and 0.02%, respectively. The total consumer-managed provision for credit losses was $4.4 billion, compared with $1.5 billion in the prior year, reflecting increases in the allowance for credit losses largely related to home equity and subprime mortgage loans and higher net charge-offs. Consumer-managed net charge-offs were $2.5 billion, compared with $1.5 billion, resulting in a managed net charge-off rate of 2.68% and 1.81%, respectively. The firm had total nonperforming assets of $5.4 billion at March 31, 2008, up from the prior-year level of $2.4 billion.

JPMorgan Chase & Co.
News Release

Noninterest expense was $8.9 billion, down $1.7 billion, or 16%, from the prior year. The decline was driven by lower performance-based compensation and a net reduction in litigation expense.

Key Metrics and Business Updates:
(All comparisons to the prior-year quarter except as noted)

	n		Tier 1 capital ratio was 8.3% at March 31, 2008 (estimated), 8.4% at December 31, 2007, and 8.5% at March 31, 2007.
	n		Headcount of 182,166 grew 5,852 since March 31, 2007.
	n		Announced the planned acquisition of The Bear Stearns Companies Inc., pursuant to a merger agreement dated March 16, 2008, and as amended on March 24, 2008. The agreement calls for each share of Bear Stearns common stock to be exchanged for 0.21753 shares of JPMorgan Chase common stock. The transaction is expected to close by June 30, 2008.

Notes:

1. In addition to analyzing the firm’s results on a reported basis, management analyzes the firm’s and the lines of business’ results on a managed basis, which is a non-GAAP financial measure. The firm’s definition of managed basis starts with the reported U.S. GAAP results and includes the following adjustments: First, for Card Services and the firm, managed basis excludes the impact of credit card securitizations on total net revenue, the provision for credit losses, net charge-offs and loan receivables. The presentation of Card Services results on a managed basis assumes that credit card loans that have been securitized and sold in accordance with SFAS 140 still remain on the balance sheet and that the earnings on the securitized loans are classified in the same manner as the earnings on retained loans recorded on the balance sheet. JPMorgan Chase uses the concept of managed basis to evaluate the credit performance and overall financial performance of the entire managed credit card portfolio. Operations are funded and decisions are made about allocating resources, such as employees and capital, based upon managed financial information. In addition, the same underwriting standards and ongoing risk monitoring are used for both loans on the balance sheet and securitized loans. Although securitizations result in the sale of credit card receivables to a trust, JPMorgan Chase retains the ongoing customer relationships, as the customers may continue to use their credit cards; accordingly, the customer’s credit performance will affect both the securitized loans and the loans retained on the balance sheet. JPMorgan Chase believes managed basis information is useful to investors, enabling them to understand both the credit risks associated with the loans reported on the balance sheet and the firm’s retained interests in securitized loans. Second, managed revenue (noninterest revenue and net interest income) for each of the segments and the firm is presented on a tax-equivalent basis. Accordingly, revenue from tax-exempt securities and investments that receive tax credits is presented in the managed results on a basis comparable to taxable securities and investments. This methodology allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The corresponding income tax impact related to these items is recorded within income tax expense. See page 6 of JPMorgan Chase’s Earnings Release Financial Supplement (first quarter of 2008) for a reconciliation of JPMorgan Chase’s income statement from a reported to managed basis.

2. Pretax margin represents income before income tax expense divided by total net revenue, which is, in management’s view, a comprehensive measure of pretax performance derived by measuring earnings after all costs are taken into consideration. It is, therefore, another basis that management uses to evaluate the performance of TSS and AM against the performance of competitors.

JPMorgan Chase & Co.
News Release

JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $1.6 trillion and operations in more than 60 countries. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase serves millions of consumers in the United States and many of the world’s most prominent corporate, institutional and government clients under its JPMorgan and Chase brands. Information about the firm is available at www.jpmorganchase.com.

JPMorgan Chase will host a conference call today at 9:00 a.m. (Eastern Time) to review first-quarter financial results. The general public can call (877) 238-4671 (domestic) / (719) 785-5594 (international), access code 594960, or listen via live audio webcast. The live audio webcast and presentation slides will be available on www.jpmorganchase.com under Investor Relations, Investor Presentations. A replay of the conference call will be available beginning at 12:00 p.m. (Eastern Time) on April 16, 2008, through midnight, Wednesday, April 30, 2008 (Eastern Time), at (888) 203-1112 (domestic) or (719) 457-0820 (international) with the access code 9484233. The replay also will be available on www.jpmorganchase.com. Additional detailed financial, statistical and business-related information is included in a financial supplement. The earnings release and the financial supplement are available on the JPMorgan Chase Internet site www.jpmorganchase.com.

This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause JPMorgan Chase’s results to differ materially from those described in the forward-looking statements can be found in the firm’s Annual Report on Form 10-K for the year ended December 31, 2007 and its March 24, 2008 Current Report on Form 8-K, both filed with the United States Securities and Exchange Commission (SEC) and available at the SEC’s Internet site (www.sec.gov).

Additional Information

In connection with the proposed merger with The Bear Stearns Companies Inc. (Bear Stearns), JPMorgan Chase has filed with the SEC a Registration Statement on Form S-4 that includes a preliminary proxy statement of Bear Stearns that also constitutes a prospectus of JPMorgan Chase. Bear Stearns will mail the definitive proxy statement/prospectus, when it becomes available, to its stockholders. JPMorgan Chase and Bear Stearns urge investors and security holders to read the definitive proxy statement/prospectus, when it becomes available, because it will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from JPMorgan Chase’s website (www.jpmorganchase.com) under the tab “Investor Relations,” then under the heading “Financial Information,” then under the item “SEC Filings,” and then under the item “Display all of the above SEC filings.” You may also obtain these documents, free of charge, from Bear Stearns’s website (www.bearstearns.com) under the heading “Investor Relations” and then under the tab “SEC Filings.”

JPMorgan Chase, Bear Stearns and their respective directors, executive officers and certain other members of management and employees may solicit proxies from Bear Stearns stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Bear Stearns stockholders in connection with the proposed merger will be set forth in the definitive proxy statement/prospectus filed with the SEC. You can find information about JPMorgan Chase’s executive officers and directors in its proxy statement filed with the SEC on March 31, 2008. You can find information about Bear Stearns’s executive officers and directors in the amendment to its Annual Report on Form 10-K filed with the SEC on March 31, 2008. You can obtain free copies of these documents from JPMorgan Chase and Bear Stearns using the contact information above.


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


	QUARTERLY TRENDS
										1Q08 Change
	1Q08			4Q07			1Q07			4Q07			1Q07
SELECTED INCOME STATEMENT DATA
Total net revenue	$	16,890		$	17,384		$	18,968			(3	)%		(11	)%
Provision for credit losses		4,424			2,542			1,008			74			339
Total noninterest expense		8,931			10,720			10,628			(17	)		(16	)
Net income		2,373			2,971			4,787			(20	)		(50	)

PER COMMON SHARE:
Net income per share — basic		0.70			0.88			1.38			(20	)		(49	)
Net income per share — diluted		0.68			0.86			1.34			(21	)		(49	)

Cash dividends declared		0.38			0.38			0.34			—			12
Book value		36.94			36.59			34.45			1			7
Closing share price		42.95			43.65			48.38			(2	)		(11	)
Market capitalization		146,066			146,986			165,280			(1	)		(12	)

COMMON SHARES OUTSTANDING:
Weighted-average diluted shares outstanding		3,494.7			3,471.8			3,559.5			1			(2	)
Common shares outstanding at period-end		3,400.8			3,367.4			3,416.3			1			—

FINANCIAL RATIOS: (a)
Return on common equity (“ROE”)		8	%		10	%		17	%
Return on equity-goodwill (“ROE-GW”) (b)		12			15			27
Return on assets (“ROA”)		0.61			0.77			1.41

CAPITAL RATIOS:
Tier 1 capital ratio		8.3	(d)		8.4			8.5
Total capital ratio		12.5	(d)		12.6			11.8

SELECTED BALANCE SHEET DATA (Period-end)
Total assets	$	1,642,862		$	1,562,147		$	1,408,918			5			17
Wholesale loans		231,297			213,076			168,194			9			38
Consumer loans		305,759			306,298			281,571			—			9
Deposits		761,626			740,728			626,428			3			22
Common stockholders’ equity		125,627			123,221			117,704			2			7

Headcount		182,166			180,667			176,314			1			3

LINE OF BUSINESS NET INCOME
Investment Bank	$	(87	)	$	124		$	1,540		NM			NM
Retail Financial Services		(227	)		752			859		NM			NM
Card Services		609			609			765			—			(20	)
Commercial Banking		292			288			304			1			(4	)
Treasury & Securities Services		403			422			263			(5	)		53
Asset Management		356			527			425			(32	)		(16	)
Corporate (c)		1,027			249			631			312			63

Net income	$	2,373		$	2,971		$	4,787			(20	)		(50	)


(a)		Quarterly ratios are based upon annualized amounts.

(b)		Net income applicable to common stock divided by total average common equity (net of goodwill). The Firm uses return on equity less goodwill, a non-GAAP financial measure, to evaluate the operating performance of the Firm. The Firm also utilizes this measure to facilitate comparisons to competitors.

(c)		Included the after-tax impact of material litigation actions, tax audit benefits and merger costs.

(d)		Estimated.

EX-99.2

Exhibit 99.2

EARNINGS RELEASE FINANCIAL
SUPPLEMENT

FIRST QUARTER 2008



JPMORGAN CHASE & CO.
TABLE OF CONTENTS


	Page
Consolidated Results
Consolidated Financial Highlights		2
Statements of Income		3
Consolidated Balance Sheets		4
Condensed Average Balance Sheets and Annualized Yields		5
Reconciliation from Reported to Managed Summary		6

Business Detail
Line of Business Financial Highlights — Managed Basis		7
Investment Bank		8
Retail Financial Services		10
Card Services — Managed Basis		14
Commercial Banking		17
Treasury & Securities Services		19
Asset Management		21
Corporate/Private Equity		24

Credit-Related Information		26

Supplemental Detail
Capital, Intangible Assets and Deposits		31

Glossary of Terms		32

Page 1



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
SELECTED INCOME STATEMENT DATA
Total net revenue	$	16,890		$	17,384		$	16,112		$	18,908		$	18,968			(3	)%		(11	)%
Provision for credit losses		4,424			2,542			1,785			1,529			1,008			74			339
Total noninterest expense		8,931			10,720			9,327			11,028			10,628			(17	)		(16	)
Net income		2,373			2,971			3,373			4,234			4,787			(20	)		(50	)

PER COMMON SHARE:
Net income per share — basic		0.70			0.88			1.00			1.24			1.38			(20	)		(49	)
Net income per share — diluted		0.68			0.86			0.97			1.20			1.34			(21	)		(49	)

Cash dividends declared		0.38			0.38			0.38			0.38			0.34			—			12
Book value		36.94			36.59			35.72			35.08			34.45			1			7
Closing share price		42.95			43.65			45.82			48.45			48.38			(2	)		(11	)
Market capitalization		146,066			146,986			153,901			164,659			165,280			(1	)		(12	)

COMMON SHARES OUTSTANDING:
Weighted-average diluted shares outstanding		3,494.7			3,471.8			3,477.7			3,521.6			3,559.5			1			(2	)
Common shares outstanding at period-end		3,400.8			3,367.4			3,358.8			3,398.5			3,416.3			1			—

FINANCIAL RATIOS: (a)
Return on common equity (“ROE”)		8	%		10	%		11	%		14	%		17	%
Return on equity-goodwill (“ROE-GW”) (b)		12			15			18			23			27
Return on assets (“ROA”)		0.61			0.77			0.91			1.19			1.41

CAPITAL RATIOS:
Tier 1 capital ratio		8.3	(d)		8.4			8.4			8.4			8.5
Total capital ratio		12.5	(d)		12.6			12.5			12.0			11.8

SELECTED BALANCE SHEET DATA (Period-end)
Total assets	$	1,642,862		$	1,562,147		$	1,479,575		$	1,458,042		$	1,408,918			5			17
Wholesale loans		231,297			213,076			197,728			181,968			168,194			9			38
Consumer loans		305,759			306,298			288,592			283,069			281,571			—			9
Deposits		761,626			740,728			678,091			651,370			626,428			3			22
Common stockholders’ equity		125,627			123,221			119,978			119,211			117,704			2			7

Headcount		182,166			180,667			179,847			179,664			176,314			1			3

LINE OF BUSINESS NET INCOME
Investment Bank	$	(87	)	$	124		$	296		$	1,179		$	1,540		NM			NM
Retail Financial Services		(227	)		752			639			785			859		NM			NM
Card Services		609			609			786			759			765			—			(20	)
Commercial Banking		292			288			258			284			304			1			(4	)
Treasury & Securities Services		403			422			360			352			263			(5	)		53
Asset Management		356			527			521			493			425			(32	)		(16	)
Corporate (c)		1,027			249			513			382			631			312			63

Net income	$	2,373		$	2,971		$	3,373		$	4,234		$	4,787			(20	)		(50	)


(a)		Quarterly ratios are based upon annualized amounts.

(b)		Net income applicable to common stock divided by total average common equity (net of goodwill). The Firm uses return on equity less goodwill, a non-GAAP financial measure, to evaluate the operating performance of the Firm. The Firm also utilizes this measure to facilitate comparisons to competitors.

(c)		Included the after-tax impact of material litigation actions, tax audit benefits and merger costs. See Corporate Financial Highlights for additional details.

(d)		Estimated.

Page 2



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
REVENUE
Investment banking fees	$	1,216		$	1,662		$	1,336		$	1,898		$	1,739			(27	)%		(30	)%
Principal transactions		(803	)		165			650			3,713			4,487		NM			NM
Lending & deposit related fees		1,039			1,066			1,026			951			895			(3	)		16
Asset management, administration and commissions		3,596			3,896			3,663			3,611			3,186			(8	)		13
Securities gains (losses)		33			148			237			(223	)		2			(78	)	NM
Mortgage fees and related income		525			898			221			523			476			(42	)		10
Credit card income		1,796			1,857			1,777			1,714			1,563			(3	)		15
Other income		1,829			469			289			553			518			290			253

Noninterest revenue		9,231			10,161			9,199			12,740			12,866			(9	)		(28	)

Interest income		17,532			18,619			18,806			17,342			16,620			(6	)		5
Interest expense		9,873			11,396			11,893			11,174			10,518			(13	)		(6	)

Net interest income		7,659			7,223			6,913			6,168			6,102			6			26

TOTAL NET REVENUE		16,890			17,384			16,112			18,908			18,968			(3	)		(11	)


Provision for credit losses		4,424			2,542			1,785			1,529			1,008			74			339

NONINTEREST EXPENSE
Compensation expense		4,951			5,469			4,677			6,309			6,234			(9	)		(21	)
Occupancy expense		648			659			657			652			640			(2	)		1
Technology, communications and equipment expense		968			986			950			921			922			(2	)		5
Professional & outside services		1,333			1,421			1,260			1,259			1,200			(6	)		11
Marketing		546			570			561			457			482			(4	)		13
Other expense		169			1,254			812			1,013			735			(87	)		(77	)
Amortization of intangibles		316			339			349			353			353			(7	)		(10	)
Merger costs		—			22			61			64			62		NM			NM

TOTAL NONINTEREST EXPENSE		8,931			10,720			9,327			11,028			10,628			(17	)		(16	)


Income before income tax expense		3,535			4,122			5,000			6,351			7,332			(14	)		(52	)
Income tax expense		1,162			1,151			1,627			2,117			2,545			1			(54	)

NET INCOME	$	2,373		$	2,971		$	3,373		$	4,234		$	4,787			(20	)		(50	)


DILUTED EARNINGS PER SHARE	$	0.68		$	0.86		$	0.97		$	1.20		$	1.34			(21	)		(49	)

FINANCIAL RATIOS
ROE		8	%		10	%		11	%		14	%		17	%
ROE-GW		12			15			18			23			27
ROA		0.61			0.77			0.91			1.19			1.41
Effective income tax rate		33			28			33			33			35
Overhead ratio		53			62			58			58			56

EXCLUDING IMPACT OF MERGER COSTS (a)
Net income	$	2,373		$	2,971		$	3,373		$	4,234		$	4,787			(20	)		(50	)
Less merger costs (after-tax)		—			14			38			40			38		NM			NM

Net income excluding merger costs	$	2,373		$	2,985		$	3,411		$	4,274		$	4,825			(21	)		(51	)

Diluted Per Share:
Net income	$	0.68		$	0.86		$	0.97		$	1.20		$	1.34			(21	)		(49	)
Less merger costs (after-tax)		—			—			0.01			0.01			0.01			—		NM

Net income excluding merger costs	$	0.68		$	0.86		$	0.98		$	1.21		$	1.35			(21	)		(50	)


(a)		Net income excluding merger costs, a non-GAAP financial measure, is used by the Firm to facilitate comparison of results against the Firm’s ongoing operations and with other companies’ U.S. GAAP financial statements.

Page 3



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


																Mar 31, 2008
																Change
	Mar 31			Dec 31			Sep 30			Jun 30			Mar 31			Dec 31			Mar 31
	2008			2007			2007			2007			2007			2007			2007
ASSETS
Cash and due from banks	$	46,888		$	40,144		$	32,766		$	35,449		$	31,836			17	%		47	%
Deposits with banks		12,414			11,466			26,714			41,736			30,973			8			(60	)
Federal funds sold and securities purchased under resale agreements		203,176			170,897			135,589			125,930			144,306			19			41
Securities borrowed		81,014			84,184			84,697			88,360			84,800			(4	)		(4	)
Trading assets:
Debt and equity instruments		386,170			414,273			389,119			391,508			373,684			(7	)		3
Derivative receivables		99,110			77,136			64,592			59,038			49,647			28			100
Securities		101,647			85,450			97,706			95,984			97,029			19			5
Loans (net of allowance for loan losses)		525,310			510,140			478,207			457,404			442,465			3			19
Accrued interest and accounts receivable		50,989			24,823			26,401			26,716			23,663			105			115
Premises and equipment		9,457			9,319			8,892			9,044			8,728			1			8
Goodwill		45,695			45,270			45,335			45,254			45,063			1			1
Other intangible assets:
Mortgage servicing rights		8,419			8,632			9,114			9,499			7,937			(2	)		6
Purchased credit card relationships		2,140			2,303			2,427			2,591			2,758			(7	)		(22	)
All other intangibles		3,815			3,796			3,959			4,103			4,205			1			(9	)
Other assets		66,618			74,314			74,057			65,426			61,824			(10	)		8

TOTAL ASSETS	$	1,642,862		$	1,562,147		$	1,479,575		$	1,458,042		$	1,408,918			5			17


LIABILITIES
Deposits	$	761,626		$	740,728		$	678,091		$	651,370		$	626,428			3			22
Federal funds purchased and securities sold under repurchase agreements		192,633			154,398			178,767			205,961			218,917			25			(12	)
Commercial paper		50,602			49,596			33,978			25,116			25,354			2			100
Other borrowed funds		28,430			28,835			31,154			29,263			19,871			(1	)		43
Trading liabilities:
Debt and equity instruments		78,982			89,162			80,748			93,969			94,309			(11	)		(16	)
Derivative payables		78,983			68,705			68,426			61,396			50,316			15			57
Accounts payable, accrued expenses and other liabilities (including the allowance for lending-related commitments)		106,088			94,476			86,524			84,785			87,603			12			21
Beneficial interests issued by consolidated VIEs		14,524			14,016			13,283			14,808			13,109			4			11
Long-term debt		189,995			183,862			173,696			159,493			143,274			3			33
Junior subordinated deferrable interest debentures held by trusts that issued guaranteed capital debt securities		15,372			15,148			14,930			12,670			12,033			1			28

TOTAL LIABILITIES		1,517,235			1,438,926			1,359,597			1,338,831			1,291,214			5			18

STOCKHOLDERS’ EQUITY
Common stock		3,658			3,658			3,658			3,658			3,658			—			—
Capital surplus		78,072			78,597			78,295			78,020			77,760			(1	)		—
Retained earnings		55,762			54,715			53,064			51,011			48,105			2			16
Accumulated other comprehensive income (loss)		(512	)		(917	)		(1,830	)		(2,080	)		(1,482	)		44			65
Treasury stock, at cost		(11,353	)		(12,832	)		(13,209	)		(11,398	)		(10,337	)		12			(10	)

TOTAL STOCKHOLDERS’ EQUITY		125,627			123,221			119,978			119,211			117,704			2			7

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,642,862		$	1,562,147		$	1,479,575		$	1,458,042		$	1,408,918			5			17

Page 4



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
AVERAGE BALANCES
ASSETS
Deposits with banks	$	31,975		$	41,363		$	39,906		$	18,153		$	16,224			(23	)%		97	%
Federal funds sold and securities purchased under resale agreements		153,864			140,622			133,780			132,768			135,499			9			14
Securities borrowed		83,490			86,649			87,955			90,810			78,768			(4	)		6
Trading assets - debt instruments		322,986			308,175			310,445			294,931			257,079			5			26
Securities		89,757			93,236			95,694			96,921			95,326			(4	)		(6	)
Loans		526,598			508,172			476,912			465,763			467,453			4			13

Total interest-earning assets		1,208,670			1,178,217			1,144,692			1,099,346			1,050,349			3			15
Trading assets - equity instruments		78,810			93,453			86,177			85,830			88,791			(16	)		(11	)
Goodwill		45,699			45,321			45,276			45,181			45,125			1			1
Other intangible assets:
Mortgage servicing rights		8,273			8,795			9,290			8,371			7,784			(6	)		6
All other intangible assets		6,202			6,220			6,532			6,854			7,139			—			(13	)
All other noninterest-earning assets		222,143			198,031			185,367			186,404			179,727			12			24

TOTAL ASSETS	$	1,569,797		$	1,530,037		$	1,477,334		$	1,431,986		$	1,378,915			3			14


LIABILITIES
Interest-bearing deposits	$	600,132		$	587,297		$	540,937		$	513,451		$	498,717			2			20
Federal funds purchased and securities sold under repurchase agreements		179,897			171,450			206,174			209,323			199,252			5			(10	)
Commercial paper		47,584			48,821			26,511			25,282			22,339			(3	)		113
Other borrowings (a)		107,552			99,259			104,995			100,715			95,664			8			12
Beneficial interests issued by consolidated VIEs		14,082			14,183			14,454			13,641			15,993			(1	)		(12	)
Long-term debt		200,354			191,797			177,851			162,465			148,146			4			35

Total interest-bearing liabilities		1,149,601			1,112,807			1,070,922			1,024,877			980,111			3			17
Noninterest-bearing liabilities		295,616			295,670			287,436			289,058			282,559			—			5

TOTAL LIABILITIES		1,445,217			1,408,477			1,358,358			1,313,935			1,262,670			3			14

TOTAL STOCKHOLDERS’ EQUITY		124,580			121,560			118,976			118,051			116,245			2			7

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,569,797		$	1,530,037		$	1,477,334		$	1,431,986		$	1,378,915			3			14


AVERAGE RATES
INTEREST-EARNING ASSETS
Deposits with banks		4.22	%		4.95	%		5.06	%		4.56	%		4.65	%
Federal funds sold and securities purchased under resale agreements		3.80			4.41			4.83			4.99			4.95
Securities borrowed		3.56			4.77			5.60			5.31			5.42
Trading assets - debt instruments		5.75			5.84			6.09			5.65			5.96
Securities		5.47			5.58			5.69			5.68			5.68
Loans		7.10			7.60			7.80			7.65			7.53
Total interest-earning assets		5.88			6.30			6.55			6.37			6.44

INTEREST-BEARING LIABILITIES
Interest-bearing deposits		3.09			3.84			4.13			4.17			4.06
Federal funds purchased and securities sold under repurchase agreements		3.31			4.35			5.18			5.19			5.09
Commercial paper		3.41			4.40			4.68			4.92			4.89
Other borrowings (a)		5.03			5.02			4.90			4.69			5.07
Beneficial interests issued by consolidated VIEs		3.78			4.36			4.52			3.22			3.82
Long-term debt		3.82			3.90			3.99			3.77			3.85
Total interest-bearing liabilities		3.45			4.06			4.41			4.37			4.35

INTEREST RATE SPREAD		2.43	%		2.24	%		2.14	%		2.00	%		2.09	%

NET YIELD ON INTEREST-EARNING ASSETS		2.59	%		2.46	%		2.43	%		2.30	%		2.38	%

NET YIELD ON INTEREST-EARNING ASSETS ADJUSTED FOR SECURITIZATIONS		2.95	%		2.80	%		2.75	%		2.63	%		2.73	%


(a)		Includes securities sold but not yet purchased.

Page 5



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

The Firm prepares its Consolidated financial statements using accounting principles generally accepted in the United States of America (“U.S. GAAP”). That presentation, which is referred to as “reported basis,” provides the reader with an understanding of the Firm’s results that can be tracked consistently from year to year and enables a comparison of the Firm’s performance with other companies’ U.S. GAAP financial statements.

In addition to analyzing the Firm’s results on a reported basis, management reviews the Firm’s and the lines’ of business results on a “managed” basis, which is a non-GAAP financial measure. The Firm’s definition of managed basis starts with the reported U.S. GAAP results and includes certain reclassifications that assume credit card loans securitized by Card Services remain on the balance sheet and presents revenue on a fully taxable-equivalent (“FTE”) basis. These adjustments do not have any impact on net income as reported by the lines of business or by the Firm as a whole. The impact of these adjustments are summarized below. For additional information about managed basis, please refer to the Glossary of Terms on page 32.


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
CREDIT CARD INCOME
Credit card income - reported	$	1,796		$	1,857		$	1,777		$	1,714		$	1,563			(3	)%		15	%
Impact of:
Credit card securitizations		(937	)		(885	)		(836	)		(788	)		(746	)		(6	)		(26	)

Credit card income - managed	$	859		$	972		$	941		$	926		$	817			(12	)		5

OTHER INCOME
Other income - reported	$	1,829		$	469		$	289		$	553		$	518			290			253
Impact of:
Tax-equivalent adjustments		203			182			192			199			110			12			85

Other income - managed	$	2,032		$	651		$	481		$	752		$	628			212			224


TOTAL NONINTEREST REVENUE
Total noninterest revenue - reported	$	9,231		$	10,161		$	9,199		$	12,740		$	12,866			(9	)		(28	)
Impact of:
Credit card securitizations		(937	)		(885	)		(836	)		(788	)		(746	)		(6	)		(26	)
Tax-equivalent adjustments		203			182			192			199			110			12			85

Total noninterest revenue - managed	$	8,497		$	9,458		$	8,555		$	12,151		$	12,230			(10	)		(31	)


NET INTEREST INCOME
Net interest income - reported	$	7,659		$	7,223		$	6,913		$	6,168		$	6,102			6			26
Impact of:
Credit card securitizations		1,618			1,504			1,414			1,378			1,339			8			21
Tax-equivalent adjustments		124			90			95			122			70			38			77

Net interest income - managed	$	9,401		$	8,817		$	8,422		$	7,668		$	7,511			7			25


TOTAL NET REVENUE
Total net revenue - reported	$	16,890		$	17,384		$	16,112		$	18,908		$	18,968			(3	)		(11	)
Impact of:
Credit card securitizations		681			619			578			590			593			10			15
Tax-equivalent adjustments		327			272			287			321			180			20			82

Total net revenue - managed	$	17,898		$	18,275		$	16,977		$	19,819		$	19,741			(2	)		(9	)


PROVISION FOR CREDIT LOSSES
Provision for credit losses - reported	$	4,424		$	2,542		$	1,785		$	1,529		$	1,008			74			339
Impact of:
Credit card securitizations		681			619			578			590			593			10			15

Provision for credit losses - managed	$	5,105		$	3,161		$	2,363		$	2,119		$	1,601			61			219


INCOME TAX EXPENSE
Income tax expense - reported	$	1,162		$	1,151		$	1,627		$	2,117		$	2,545			1			(54	)
Impact of:
Tax-equivalent adjustments		327			272			287			321			180			20			82

Income tax expense - managed	$	1,489		$	1,423		$	1,914		$	2,438		$	2,725			5			(45	)

Page 6



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
TOTAL NET REVENUE (FTE)
Investment Bank	$	3,011		$	3,172		$	2,946		$	5,798		$	6,254			(5	)%		(52	)%
Retail Financial Services		4,702			4,815			4,201			4,357			4,106			(2	)		15
Card Services		3,904			3,971			3,867			3,717			3,680			(2	)		6
Commercial Banking		1,067			1,084			1,009			1,007			1,003			(2	)		6
Treasury & Securities Services		1,913			1,930			1,748			1,741			1,526			(1	)		25
Asset Management		1,901			2,389			2,205			2,137			1,904			(20	)		—
Corporate		1,400			914			1,001			1,062			1,268			53			10

TOTAL NET REVENUE	$	17,898		$	18,275		$	16,977		$	19,819		$	19,741			(2	)		(9	)


NET INCOME
Investment Bank	$	(87	)	$	124		$	296		$	1,179		$	1,540		NM			NM
Retail Financial Services		(227	)		752			639			785			859		NM			NM
Card Services		609			609			786			759			765			—			(20	)
Commercial Banking		292			288			258			284			304			1			(4	)
Treasury & Securities Services		403			422			360			352			263			(5	)		53
Asset Management		356			527			521			493			425			(32	)		(16	)
Corporate (a)		1,027			249			513			382			631			312			63

TOTAL NET INCOME	$	2,373		$	2,971		$	3,373		$	4,234		$	4,787			(20	)		(50	)


AVERAGE EQUITY (b)
Investment Bank	$	22,000		$	21,000		$	21,000		$	21,000		$	21,000			5			5
Retail Financial Services		17,000			16,000			16,000			16,000			16,000			6			6
Card Services		14,100			14,100			14,100			14,100			14,100			—			—
Commercial Banking		7,000			6,700			6,700			6,300			6,300			4			11
Treasury & Securities Services		3,500			3,000			3,000			3,000			3,000			17			17
Asset Management		5,000			4,000			4,000			3,750			3,750			25			33
Corporate		55,980			56,760			54,176			53,901			52,095			(1	)		7

TOTAL AVERAGE EQUITY	$	124,580		$	121,560		$	118,976		$	118,051		$	116,245			2			7


RETURN ON EQUITY (b)
Investment Bank		(2	)%		2	%		6	%		23	%		30	%
Retail Financial Services		(5	)		19			16			20			22
Card Services		17			17			22			22			22
Commercial Banking		17			17			15			18			20
Treasury & Securities Services		46			56			48			47			36
Asset Management		29			52			52			53			46


(a)		Included the after-tax impact of material litigation actions, tax audit benefits and merger costs. See Corporate Financial Highlights for additional details.

(b)		Each business segment is allocated capital by taking into consideration stand-alone peer comparisons, economic risk measures and regulatory capital requirements. The amount of capital assigned to each business is referred to as equity.

Page 7



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
INCOME STATEMENT
REVENUE
Investment banking fees	$	1,206		$	1,657		$	1,330		$	1,900		$	1,729			(27	)%		(30	)%
Principal transactions		(798	)		(623	)		(435	)		2,325			3,142			(28	)	NM
Lending & deposit related fees		102			142			118			93			93			(28	)		10
Asset management, administration and commissions		744			705			712			643			641			6			16
All other income		(66	)		(166	)		(76	)		122			42			60		NM

Noninterest revenue		1,188			1,715			1,649			5,083			5,647			(31	)		(79	)
Net interest income		1,823			1,457			1,297			715			607			25			200

TOTAL NET REVENUE (a)		3,011			3,172			2,946			5,798			6,254			(5	)		(52	)


Provision for credit losses		618			200			227			164			63			209		NM
Credit reimbursement from TSS (b)		30			30			31			30			30			—			—

NONINTEREST EXPENSE
Compensation expense		1,241			1,561			1,178			2,589			2,637			(20	)		(53	)
Noncompensation expense		1,312			1,450			1,200			1,265			1,194			(10	)		10

TOTAL NONINTEREST EXPENSE		2,553			3,011			2,378			3,854			3,831			(15	)		(33	)


Income (loss) before income tax expense		(130	)		(9	)		372			1,810			2,390		NM			NM
Income tax expense (benefit)		(43	)		(133	)		76			631			850			68		NM

NET INCOME (LOSS)	$	(87	)	$	124		$	296		$	1,179		$	1,540		NM			NM


FINANCIAL RATIOS
ROE		(2	)%		2	%		6	%		23	%		30	%
ROA		(0.05	)		0.07			0.17			0.68			0.95
Overhead ratio		85			95			81			66			61
Compensation expense as a % of total net revenue		41			49			40			45			42

REVENUE BY BUSINESS
Investment banking fees:
Advisory	$	483		$	646		$	595		$	560		$	472			(25	)		2
Equity underwriting		359			544			267			509			393			(34	)		(9	)
Debt underwriting		364			467			468			831			864			(22	)		(58	)

Total investment banking fees		1,206			1,657			1,330			1,900			1,729			(27	)		(30	)
Fixed income markets		466			615			687			2,445			2,592			(24	)		(82	)
Equity markets		976			578			537			1,249			1,539			69			(37	)
Credit portfolio		363			322			392			204			394			13			(8	)

Total net revenue	$	3,011		$	3,172		$	2,946		$	5,798		$	6,254			(5	)		(52	)


REVENUE BY REGION
Americas	$	536		$	1,128		$	1,016		$	2,655		$	3,366			(52	)		(84	)
Europe/Middle East/Africa		1,641			1,334			1,389			2,327			2,251			23			(27	)
Asia/Pacific		834			710			541			816			637			17			31

Total net revenue	$	3,011		$	3,172		$	2,946		$	5,798		$	6,254			(5	)		(52	)


(a)		Total net revenue included tax-equivalent adjustments, primarily due to tax-exempt income from municipal bond investments and income tax credits related to affordable housing investments, of $289 million, $230 million, $255 million, $290 million and $152 million for the quarters ended March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively.

(b)		Treasury & Securities Services (“TSS”) was charged a credit reimbursement related to certain exposures managed within the Investment Bank credit portfolio on behalf of clients shared with TSS.

Page 8



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
SELECTED BALANCE SHEETS DATA (Average)
Total assets	$	755,828		$	735,685		$	710,665		$	696,230		$	658,724			3	%		15	%
Trading assets — debt and equity instruments		369,456			371,842			372,212			359,387			335,118			(1	)		10
Trading assets — derivative receivables		90,234			74,659			63,017			58,520			56,398			21			60
Loans:
Loans retained (a)		74,106			68,928			61,919			59,065			58,973			8			26
Loans held-for-sale & loans at fair value		19,612			24,977			17,315			14,794			13,684			(21	)		43

Total loans		93,718			93,905			79,234			73,859			72,657			—			29
Adjusted assets (b)		662,419			644,573			625,619			603,839			572,017			3			16
Equity		22,000			21,000			21,000			21,000			21,000			5			5

Headcount		25,780			25,543			25,691			25,356			23,892			1			8

CREDIT DATA AND QUALITY STATISTICS
Net charge-offs (recoveries)	$	13		$	(9	)	$	67		$	(16	)	$	(6	)	NM			NM
Nonperforming assets:
Nonperforming loans (c)		321			353			265			72			92			(9	)		249
Other nonperforming assets		118			100			60			47			36			18			228
Allowance for credit losses:
Allowance for loan losses		1,891			1,329			1,112			1,037			1,037			42			82
Allowance for lending-related commitments		607			560			568			487			310			8			96

Total allowance for credit losses		2,498			1,889			1,680			1,524			1,347			32			85

Net charge-off (recovery) rate (a) (d)		0.07	%		(0.05	)%		0.43	%		(0.11	)%		(0.04	)%
Allowance for loan losses to average loans (a) (d)		2.55			1.93			1.80			1.76			1.76
Allowance for loan losses to nonperforming loans (c)		683			439			585			2,206			1,178
Nonperforming loans to average loans		0.34			0.38			0.33			0.10			0.13

MARKET RISK — AVERAGE TRADING AND CREDIT PORTFOLIO VAR
Trading activities:
Fixed income	$	120		$	103		$	98		$	74		$	45			17			167
Foreign exchange		35			31			23			20			19			13			84
Equities		31			63			35			51			42			(51	)		(26	)
Commodities and other		28			29			28			40			34			(3	)		(18	)
Diversification (e)		(92	)		(102	)		(72	)		(73	)		(58	)		10			(59	)

Total trading VAR (f)		122			124			112			112			82			(2	)		49

Credit portfolio VAR (g)		30			26			17			12			13			15			131
Diversification (e)		(30	)		(27	)		(22	)		(14	)		(12	)		(11	)		(150	)

Total trading and credit portfolio VAR	$	122		$	123		$	107		$	110		$	83			(1	)		47


	March 31, 2008 YTD					Full Year 2007
	Market					Market
MARKET SHARES AND RANKINGS (h)	Share			Rankings		Share			Rankings
Global debt, equity and equity-related		10	%		# 1		8	%		# 2
Global syndicated loans		11	%		# 1		13	%		# 1
Global long-term debt		10	%		# 1		7	%		# 3
Global equity and equity-related (i)		7	%		# 4		9	%		# 2
Global announced M&A		27	%		# 4		27	%		# 4
U.S. debt, equity and equity-related		15	%		# 1		10	%		# 2
U.S. syndicated loans		27	%		# 1		24	%		# 1
U.S. long-term debt		15	%		# 1		12	%		# 2
U.S. equity and equity-related (i)		9	%		# 4		11	%		# 5
U.S. announced M&A		40	%		# 3		28	%		# 3


(a)		Loans retained included credit portfolio loans, leveraged leases and other accrual loans, and excluded loans at fair value.

(b)		Adjusted assets, a non-GAAP financial measure, equals total assets minus (1) securities purchased under resale agreements and securities borrowed less securities sold, not yet purchased; (2) assets of variable interest entities (“VIEs”) consolidated under FIN 46R; (3) cash and securities segregated and on deposit for regulatory and other purposes; and (4) goodwill and intangibles. The amount of adjusted assets is presented to assist the reader in comparing the IB’s asset and capital levels to other investment banks in the securities industry. Asset-to-equity leverage ratios are commonly used as one measure to assess a company’s capital adequacy. The IB believes an adjusted asset amount that excludes the assets discussed above, which are considered to have a low risk profile, provides a more meaningful measure of balance sheet leverage in the securities industry.

(c)		Nonperforming loans included loans held-for-sale and loans at fair value of $44 million, $50 million, $75 million, $25 million and $4 million at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively, which which were excluded from the allowance coverage ratios. Nonperforming loans excluded distressed loans held-for-sale that were purchased as part of IB’s proprietary activities.

(d)		Loans held-for-sale & loans at fair value were excluded when calculating the allowance coverage ratio and net charge-off (recovery) rate.

(e)		Average VARs were less than the sum of the VARs of their market risk components, which was due to risk offsets resulting from portfolio diversification. The diversification effect reflected the fact that the risks were not perfectly correlated. The risk of a portfolio of positions is usually less than the sum of the risks of the positions themselves.

(f)		Trading VAR includes substantially all trading activities in IB; however, particular risk parameters of certain products are not fully captured, for example, correlation risk or the credit spread sensitivity of certain mortgage products. Trading VAR does not include VAR related to held-for-sale funded loans and unfunded commitments, nor the debit valuation adjustments (“DVA”) taken on derivative and structured liabilities to reflect the credit quality of the Firm. Trading VAR also does not include the MSR portfolio or VAR related to other corporate functions, such as Treasury and Private Equity.

(g)		Includes VAR on derivative credit valuation adjustments, hedges of the credit valuation adjustment and mark-to-market hedges of the retained loan portfolio, which are all reported in principal transactions revenue. This VAR does not include the retained loan portfolio, which is not marked to market.

(h)		Source: Thomson Financial Securities data. Global announced M&A was based on rank value; all other rankings were based upon proceeds, with full credit to each book manager/equal if joint. Because of joint assignments, market share of all participants will add up to more than 100%. Global and U.S. announced M&A market share and ranking for 2007 include transactions withdrawn since December 31, 2007.

(i)		Includes rights offerings; U.S. domiciled equity and equity-related transactions, per Thomson Financial.

Page 9



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
INCOME STATEMENT
REVENUE
Lending & deposit related fees	$	461		$	496		$	492		$	470		$	423			(7	)%		9	%
Asset management, administration and commissions		377			332			336			344			263			14			43
Securities gains (losses)		—			1			—			—			—		NM				—
Mortgage fees and related income		525			888			229			495			482			(41	)		9
Credit card income		174			174			167			163			142			—			23
All other income		154			219			296			212			179			(30	)		(14	)

Noninterest revenue		1,691			2,110			1,520			1,684			1,489			(20	)		14
Net interest income		3,011			2,705			2,681			2,673			2,617			11			15

TOTAL NET REVENUE		4,702			4,815			4,201			4,357			4,106			(2	)		15


Provision for credit losses		2,492			1,051			680			587			292			137		NM

NONINTEREST EXPENSE
Compensation expense		1,160			1,113			1,087			1,104			1,065			4			9
Noncompensation expense		1,310			1,313			1,265			1,264			1,224			—			7
Amortization of intangibles		100			114			117			116			118			(12	)		(15	)

TOTAL NONINTEREST EXPENSE		2,570			2,540			2,469			2,484			2,407			1			7


Income (loss) before income tax expense		(360	)		1,224			1,052			1,286			1,407		NM			NM
Income tax expense (benefit)		(133	)		472			413			501			548		NM			NM

NET INCOME (LOSS)	$	(227	)	$	752		$	639		$	785		$	859		NM			NM


FINANCIAL RATIOS
ROE		(5	)%		19	%		16	%		20	%		22	%
Overhead ratio		55			53			59			57			59
Overhead ratio excluding core deposit intangibles (a)		53			50			56			54			56

SELECTED BALANCE SHEETS (Ending)
Assets	$	227,916		$	225,908		$	216,754		$	217,421		$	212,997			1			7
Loans:
Loans retained		184,211			181,016			172,498			166,992			163,462			2			13
Loans held-for-sale & loans at fair value (b)		18,000			16,541			18,274			23,501			25,006			9			(28	)

Total loans		202,211			197,557			190,772			190,493			188,468			2			7
Deposits		230,854			221,129			216,135			217,689			221,840			4			4

SELECTED BALANCE SHEETS (Average)
Assets	$	227,560		$	221,557		$	214,852		$	216,692		$	217,135			3			5
Loans:
Loans retained		182,220			176,140			168,495			165,136			162,744			3			12
Loans held-for-sale & loans at fair value (b)		17,841			17,538			19,560			25,166			28,235			2			(37	)

Total loans		200,061			193,678			188,055			190,302			190,979			3			5
Deposits		225,555			219,226			216,904			219,171			216,933			3			4
Equity		17,000			16,000			16,000			16,000			16,000			6			6

Headcount		70,095			69,465			68,528			68,254			67,247			1			4

CREDIT DATA AND QUALITY STATISTICS
Net charge-offs	$	789		$	522		$	350		$	270		$	185			51			326
Nonperforming loans (c) (d)		3,292			2,704			1,991			1,760			1,655			22			99
Nonperforming assets (c) (d)		3,824			3,190			2,404			2,099			1,910			20			100
Allowance for loan losses		4,208			2,634			2,105			1,772			1,453			60			190

Net charge-off rate (e) (f)		1.71	%		1.17	%		0.82	%		0.66	%		0.46	%
Allowance for loan losses to ending loans (e)		2.28			1.46			1.22			1.06			0.89
Allowance for loan losses to nonperforming loans (e)		133			100			107			115			94
Nonperforming loans to total loans		1.63			1.37			1.04			0.92			0.88


(a)		Retail Financial Services uses the overhead ratio (excluding the amortization of core deposit intangibles (“CDI”)), a non-GAAP financial measure, to evaluate the underlying expense trends of the business. Including CDI amortization expense in the overhead ratio calculation results in a higher overhead ratio in the earlier years and a lower overhead ratio in later years; this method would result in an improving overhead ratio over time, all things remaining equal. This non-GAAP ratio excludes Regional Banking’s core deposit intangible amortization expense related to The Bank of New York transaction and the Bank One merger of $99 million, $113 million, $116 million, $115 million and $116 million for the quarters ending March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively.

(b)		Loans included prime mortgage loans originated with the intent to sell, which were accounted for at fair value under SFAS 159. These loans, classified as trading assets on the Consolidated balance sheets, totaled $13.5 billion, $12.6 billion, $14.4 billion, $15.2 billion, and $11.6 billion at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively. Average loans included prime mortgage loans, classified as trading assets on the Consolidated balance sheets, of $13.4 billion, $13.5 billion, $14.1 billion, $13.5 billion and $6.5 billion for the quarters ended March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively.

(c)		Nonperforming loans included loans held-for-sale and loans accounted for at fair value under SFAS 159 of $129 million, $69 million, $17 million, $217 million and $112 million at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively. Certain of these loans are classified as trading assets on the Consolidated balance sheets.

(d)		Nonperforming loans and assets excluded (1) loans eligible for repurchase as well as loans repurchased from Governmental National Mortgage Association (“GNMA”) pools that are insured by U.S. government agencies of $1.8 billion, $1.5 billion, $1.3 billion, $1.2 billion and $1.3 billion at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively, and (2) education loans that are 90 days past due and still accruing, which are insured by U.S. government agencies under the Federal Family Education Loan Program of $252 million, $279 million, $241 million, $200 million and $178 million at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007, and March 31, 2007, respectively. These amounts for GNMA and education loans are excluded, as reimbursement is proceeding normally.

(e)		Loans held-for-sale and loans accounted for at fair value under SFAS 159 were excluded when calculating the allowance coverage ratio and the net charge-off rate.

(f)		The net charge-off rate for the first quarter of 2008 and for the fourth quarter of 2007 excluded $14 million and $2 million, respectively, of charge-offs related to prime mortgage loans held by Treasury in the Corporate sector.

Page 10



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
REGIONAL BANKING
Noninterest revenue	$	878		$	940		$	1,013		$	977		$	793			(7	)%		11	%
Net interest income		2,543			2,363			2,325			2,296			2,299			8			11

Total net revenue		3,421			3,303			3,338			3,273			3,092			4			11
Provision for credit losses		2,324			915			574			494			233			154		NM
Noninterest expense		1,794			1,785			1,760			1,749			1,729			1			4

Income (loss) before income tax expense		(697	)		603			1,004			1,030			1,130		NM			NM
Net income (loss)		(433	)		371			611			629			690		NM			NM

ROE		(14	)%		12	%		21	%		21	%		24	%
Overhead ratio		52			54			53			53			56
Overhead ratio excluding core deposit intangibles (a)		50			51			49			50			52

BUSINESS METRICS (in billions)
Home equity origination volume	$	6.7		$	9.8		$	11.2		$	14.6		$	12.7			(32	)		(47	)
End of period loans owned:
Home equity	$	95.0		$	94.8		$	93.0		$	91.0		$	87.7			—			8
Mortgage (b)		15.9			15.7			12.3			8.8			9.2			1			73
Business banking		15.8			15.4			14.9			14.6			14.3			3			10
Education		12.4			11.0			10.2			10.2			11.1			13			12
Other loans (c)		1.1			2.3			2.4			2.5			2.7			(52	)		(59	)

Total end of period loans		140.2			139.2			132.8			127.1			125.0			1			12
End of period deposits:
Checking	$	69.1		$	67.0		$	64.5		$	67.3		$	69.3			3			—
Savings		105.4			96.0			95.7			97.7			100.1			10			5
Time and other		44.6			48.7			46.5			41.9			42.2			(8	)		6

Total end of period deposits		219.1			211.7			206.7			206.9			211.6			3			4
Average loans owned:
Home equity	$	95.0		$	94.0		$	91.8		$	89.2		$	86.3			1			10
Mortgage loans (b)		15.8			13.7			9.9			8.8			8.9			15			78
Business banking		15.6			15.1			14.8			14.5			14.3			3			9
Education		12.0			10.6			9.8			10.5			11.0			13			9
Other loans (c)		1.5			2.3			2.4			2.4			3.0			(35	)		(50	)

Total average loans (d)		139.9			135.7			128.7			125.4			123.5			3			13
Average deposits:
Checking	$	66.3		$	64.5		$	64.9		$	67.2		$	67.3			3			(1	)
Savings		100.3			96.3			97.1			98.4			96.7			4			4
Time and other		47.7			47.7			43.3			41.7			42.5			—			12

Total average deposits		214.3			208.5			205.3			207.3			206.5			3			4
Average assets		149.9			147.1			140.6			137.7			135.9			2			10
Average equity		12.4			11.8			11.8			11.8			11.8			5			5

Page 11



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
REGIONAL BANKING (continued)
CREDIT DATA AND QUALITY STATISTICS
30+ day delinquency rate (e) (f)		3.23	%		3.03	%		2.39	%		1.88	%		1.84	%
Net charge-offs
Home equity	$	447		$	248		$	150		$	98		$	68			80	%	NM		%
Mortgage		163			73			40			26			20			123		NM
Business banking		40			38			33			30			25			5			60
Other loans		21			28			23			52			13			(25	)		62

Total net charge-offs		671			387			246			206			126			73			433
Net charge-off rate
Home equity		1.89	%		1.05	%		0.65	%		0.44	%		0.32	%
Mortgage (g)		3.79			2.06			1.60			1.19			0.91
Business banking		1.03			1.00			0.88			0.83			0.71
Other loans		0.89			1.21			1.01			2.32			0.55
Total net charge-off rate (d) (g)		1.94			1.16			0.78			0.68			0.43

Nonperforming assets (h)	$	3,348		$	2,879		$	2,206		$	1,751		$	1,688			16			98

RETAIL BRANCH BUSINESS METRICS
Investment sales volume	$	4,084		$	4,114		$	4,346		$	5,117		$	4,783			(1	)		(15	)

Number of:
Branches		3,146			3,152			3,096			3,089			3,071			(6	)#		75	#
ATMs		9,237			9,186			8,943			8,649			8,560			51			677
Personal bankers (i)		9,826			9,650			9,503			9,025			7,846			176			1,980
Sales specialists (i)		4,133			4,105			4,025			3,915			3,712			28			421
Active online customers (in thousands) (j)		6,454			5,918			5,706			5,448			5,295			536			1,159
Checking accounts (in thousands)		11,068			10,839			10,644			10,356			10,158			229			910

MORTGAGE BANKING
Production revenue	$	576		$	321		$	176		$	463		$	400			79	%		44	%
Net mortgage servicing revenue:
Loan servicing revenue		634			665			629			615			601			(5	)		5
Changes in MSR asset fair value:
Due to inputs or assumptions in model		(632	)		(766	)		(810	)		952			108			17		NM
Other changes in fair value		(425	)		(393	)		(377	)		(383	)		(378	)		(8	)		(12	)

Total changes in MSR asset fair value		(1,057	)		(1,159	)		(1,187	)		569			(270	)		9			(291	)
Derivative valuation adjustments and other		598			1,232			788			(1,014	)		(127	)		(51	)	NM

Total net mortgage servicing revenue		175			738			230			170			204			(76	)		(14	)

Total net revenue		751			1,059			406			633			604			(29	)		24
Noninterest expense		536			518			485			516			468			3			15

Income (loss) before income tax expense		215			541			(79	)		117			136			(60	)		58
Net income (loss)		132			332			(48	)		71			84			(60	)		57

ROE		22	%		66	%	NM				14	%		17	%

Business metrics (in billions)
Third-party mortgage loans serviced (ending)	$	627.1		$	614.7		$	600.0		$	572.4		$	546.1			2			15
MSR net carrying value (ending)		8.4			8.6			9.1			9.5			7.9			(2	)		6
Avg mortgage loans held-for-sale & loans at fair value (k)		13.8			13.8			16.4			21.3			23.8			—			(42	)
Average assets		32.2			30.6			31.4			35.6			38.0			5			(15	)
Average equity		2.4			2.0			2.0			2.0			2.0			20			20

Mortgage origination volume by channel (in billions)
Retail	$	12.6		$	9.9		$	11.1		$	13.6		$	10.9			27			16
Wholesale		10.6			10.2			9.8			12.8			9.9			4			7
Correspondent		12.0			9.5			7.2			6.4			4.8			26			150
CNT (negotiated transactions)		11.9			10.4			11.1			11.3			10.5			14			13

Total (l)		47.1			40.0			39.2			44.1			36.1			18			30

AUTO FINANCE
Noninterest revenue	$	151		$	142		$	140		$	138		$	131			6			15
Net interest income		379			308			307			312			279			23			36

Total net revenue		530			450			447			450			410			18			29
Provision for credit losses		168			133			96			92			59			26			185
Noninterest expense		240			237			224			219			210			1			14

Income before income tax expense		122			80			127			139			141			53			(13	)
Net income		74			49			76			85			85			51			(13	)

ROE		13	%		9	%		14	%		15	%		16	%
ROA		0.65			0.44			0.70			0.79			0.80

Page 12



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
AUTO FINANCE (continued)

Business metrics (in billions)
Auto origination volume	$	7.2		$	5.6		$	5.2		$	5.3		$	5.2			29	%		38	%
End-of-period loans and lease related assets
Loans outstanding	$	44.4		$	42.0		$	40.3		$	40.4		$	39.7			6			12
Lease financing receivables		0.3			0.3			0.6			0.8			1.2			—			(75	)
Operating lease assets		2.0			1.9			1.8			1.8			1.7			5			18

Total end-of-period loans and lease related assets		46.7			44.2			42.7			43.0			42.6			6			10
Average loans and lease related assets
Loans outstanding	$	42.9		$	41.1		$	39.9		$	40.1		$	39.4			4			9
Lease financing receivables		0.3			0.5			0.7			1.0			1.5			(40	)		(80	)
Operating lease assets		1.9			1.9			1.8			1.7			1.6			—			19

Total average loans and lease related assets		45.1			43.5			42.4			42.8			42.5			4			6
Average assets		45.5			43.8			42.9			43.4			43.2			4			5
Average equity		2.3			2.2			2.2			2.2			2.2			5			5

Credit quality statistics
30+ day delinquency rate		1.44	%		1.85	%		1.65	%		1.43	%		1.33	%
Net charge-offs
Loans	$	117		$	132		$	98		$	62		$	58			(11	)		102
Lease receivables		1			1			1			1			1			—			—

Total net charge-offs		118			133			99			63			59			(11	)		100
Net charge-off rate
Loans		1.10	%		1.27	%		0.97	%		0.62	%		0.60	%
Lease receivables		1.34			0.79			0.57			0.40			0.27
Total net charge-off rate		1.10			1.27			0.97			0.61			0.59
Nonperforming assets	$	160		$	188		$	156		$	131		$	140			(15	)		14


(a)		Regional Banking uses the overhead ratio (excluding the amortization of core deposit intangibles (“CDI”)), a non-GAAP financial measure, to evaluate the underlying expense trends of the business. Including CDI amortization expense in the overhead ratio calculation results in a higher overhead ratio in the earlier years and a lower overhead ratio in later years; this inclusion would result in an improving overhead ratio over time, all things remaining equal. This non-GAAP ratio excludes Regional Banking’s core deposit intangible amortization expense related to The Bank of New York transaction and the Bank One merger of $99 million, $113 million, $116 million, $115 million and $116 million for the quarters ended March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively.

(b)		Balance reported primarily reflected subprime mortgage loans owned.

(c)		Included commercial loans derived from community development activities prior to March 31, 2008.

(d)		Average loans included loans held-for-sale of $4.0 billion, $3.7 billion, $3.2 billion, $3.9 billion and $4.4 billion for the quarters ended March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively. These amounts were excluded when calculating the net charge-off rate.

(e)		Excluded loans eligible for repurchase as well as loans repurchased from GNMA pools that are insured by U.S. government agencies of $1.5 billion, $1.2 billion, $979 million, $879 million and $975 million at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively. These amounts are excluded as reimbursement is proceeding normally.

(f)		Excluded loans that are 30 days past due and still accruing, which are insured by U.S. government agencies under the Federal Family Education Loan Program of $534 million, $663 million, $590 million, $523 million and $519 million at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively. These amounts are excluded as reimbursement is proceeding normally.

(g)		The mortgage and total net charge-off rate for the first quarter of 2008 and for the fourth quarter of 2007 excluded $14 million and $2 million, respectively, of charge-offs related to prime mortgage loans held by Treasury in the Corporate sector.

(h)		Excluded nonperforming assets related to education loans that are 90 days past due and still accruing, which were insured by U.S. government agencies under the Federal Family Education Loan Program of $252 million, $279 million, $241 million, $200 million and $178 million at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively. These amounts are excluded as reimbursement is proceeding normally.

(i)		Employees acquired as part of The Bank of New York transaction are included beginning June 30, 2007.

(j)		During the quarter ended June 30, 2007, RFS changed the methodology for determining active online customers to include all individual RFS customers with one or more online accounts that have been active within 90 days of period end, including customers who also have online accounts with Card Services. Prior periods have been restated to conform to this new methodology.

(k)		Included $13.4 billion, $13.5 billion, $14.1 billion, $13.5 billion and $6.5 billion of prime mortgage loans at fair value for the quarters ended March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007, and March 31, 2007, respectively. These loans are classified as trading assets on the Consolidated balance sheets.

(l)		During the second quarter of 2007, RFS changed its definition of mortgage originations to include all newly originated mortgage loans sourced through RFS channels, and to exclude all mortgage loan originations sourced through IB channels. Prior periods have been restated to conform to this new definition.

Page 13



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
INCOME STATEMENT
REVENUE
Credit card income	$	600		$	712		$	692		$	682		$	599			(16	)%		—	%
All other income		119			122			67			80			92			(2	)		29

Noninterest revenue		719			834			759			762			691			(14	)		4
Net interest income		3,185			3,137			3,108			2,955			2,989			2			7

TOTAL NET REVENUE		3,904			3,971			3,867			3,717			3,680			(2	)		6


Provision for credit losses		1,670			1,788			1,363			1,331			1,229			(7	)		36

NONINTEREST EXPENSE
Compensation expense		267			260			256			251			254			3			5
Noncompensation expense		841			790			827			753			803			6			5
Amortization of intangibles		164			173			179			184			184			(5	)		(11	)

TOTAL NONINTEREST EXPENSE		1,272			1,223			1,262			1,188			1,241			4			2


Income before income tax expense		962			960			1,242			1,198			1,210			—			(20	)
Income tax expense		353			351			456			439			445			1			(21	)

NET INCOME	$	609		$	609		$	786		$	759		$	765			—			(20	)


Memo: Net securitization gains	$	70		$	28		$	—		$	16		$	23			150			204


FINANCIAL METRICS
ROE		17	%		17	%		22	%		22	%		22	%
Overhead ratio		33			31			33			32			34
% of average managed outstandings:
Net interest income		8.34			8.20			8.29			8.04			8.11
Provision for credit losses		4.37			4.67			3.64			3.62			3.34
Noninterest revenue		1.88			2.18			2.03			2.07			1.88
Risk adjusted margin (a)		5.85			5.71			6.68			6.49			6.65
Noninterest expense		3.33			3.20			3.37			3.23			3.37
Pretax income (ROO) (b)		2.52			2.51			3.31			3.26			3.28
Net income		1.60			1.59			2.10			2.06			2.08

BUSINESS METRICS
Charge volume (in billions)	$	85.4		$	95.5		$	89.8		$	88.0		$	81.3			(11	)		5
Net accounts opened (in millions)		3.4			5.3			4.0			3.7			3.4			(36	)		—
Credit cards issued (in millions)		156.4			155.0			153.6			150.9			152.1			1			3
Number of registered internet customers (in millions)		26.7			28.3			26.4			24.6			24.3			(6	)		10
Merchant acquiring business (c)
Bank card volume (in billions)	$	182.4		$	194.4		$	181.4		$	179.7		$	163.6			(6	)		11
Total transactions (in billions)		5.2			5.4			5.0			4.8			4.5			(4	)		16


(a)		Represents total net revenue less provision for credit losses.

(b)		Pretax return on average managed outstandings.

(c)		Represents 100% of the merchant acquiring business.

Page 14



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
SELECTED ENDING BALANCES
Loans:
Loans on balance sheets	$	75,888		$	84,352		$	79,409		$	80,495		$	78,173			(10	)%		(3	)%
Securitized loans		75,062			72,701			69,643			67,506			68,403			3			10

Managed loans	$	150,950		$	157,053		$	149,052		$	148,001		$	146,576			(4	)		3


SELECTED AVERAGE BALANCES
Managed assets	$	159,602		$	158,183		$	154,956		$	154,406		$	156,271			1			2
Loans:
Loans on balance sheets	$	79,445		$	79,028		$	79,993		$	79,000		$	81,932			1			(3	)
Securitized loans		74,108			72,715			68,673			68,428			67,485			2			10

Managed average loans	$	153,553		$	151,743		$	148,666		$	147,428		$	149,417			1			3


Equity	$	14,100		$	14,100		$	14,100		$	14,100		$	14,100			—			—

Headcount		18,931			18,554			18,887			18,913			18,749			2			1

MANAGED CREDIT QUALITY STATISTICS
Net charge-offs	$	1,670		$	1,488		$	1,363		$	1,331		$	1,314			12			27
Net charge-off rate		4.37	%		3.89	%		3.64	%		3.62	%		3.57	%

Managed delinquency ratios
30+ days		3.66	%		3.48	%		3.25	%		3.00	%		3.07	%
90+ days		1.84			1.65			1.50			1.42			1.52

Allowance for loan losses (a)	$	3,404		$	3,407		$	3,107		$	3,096		$	3,092			—			10
Allowance for loan losses to period-end loans (a)		4.49	%		4.04	%		3.91	%		3.85	%		3.96	%


(a)		Loans on a reported basis.

Page 15



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
INCOME STATEMENT DATA (a)
Credit card income
Reported	$	1,537		$	1,597		$	1,528		$	1,470		$	1,345			(4	)%		14	%
Securitization adjustments		(937	)		(885	)		(836	)		(788	)		(746	)		(6	)		(26	)

Managed credit card income	$	600		$	712		$	692		$	682		$	599			(16	)		—


Net interest income
Reported	$	1,567		$	1,633		$	1,694		$	1,577		$	1,650			(4	)		(5	)
Securitization adjustments		1,618			1,504			1,414			1,378			1,339			8			21

Managed net interest income	$	3,185		$	3,137		$	3,108		$	2,955		$	2,989			2			7


Total net revenue
Reported	$	3,223		$	3,352		$	3,289		$	3,127		$	3,087			(4	)		4
Securitization adjustments		681			619			578			590			593			10			15

Managed total net revenue	$	3,904		$	3,971		$	3,867		$	3,717		$	3,680			(2	)		6


Provision for credit losses
Reported	$	989		$	1,169		$	785		$	741		$	636			(15	)		56
Securitization adjustments		681			619			578			590			593			10			15

Managed provision for credit losses	$	1,670		$	1,788		$	1,363		$	1,331		$	1,229			(7	)		36


BALANCE SHEETS — AVERAGE BALANCES (a)
Total average assets
Reported	$	88,013		$	88,244		$	88,856		$	88,486		$	91,157			—			(3	)
Securitization adjustments		71,589			69,939			66,100			65,920			65,114			2			10

Managed average assets	$	159,602		$	158,183		$	154,956		$	154,406		$	156,271			1			2


CREDIT QUALITY STATISTICS (a)
Net charge-offs
Reported	$	989		$	869		$	785		$	741		$	721			14			37
Securitization adjustments		681			619			578			590			593			10			15

Managed net charge-offs	$	1,670		$	1,488		$	1,363		$	1,331		$	1,314			12			27


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

Page 16



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
INCOME STATEMENT
REVENUE
Lending & deposit related fees	$	193		$	172		$	159		$	158		$	158			12	%		22	%
Asset management, administration and commissions		26			24			24			21			23			8			13
All other income (a)		115			130			107			133			154			(12	)		(25	)

Noninterest revenue		334			326			290			312			335			2			—
Net interest income		733			758			719			695			668			(3	)		10

TOTAL NET REVENUE		1,067			1,084			1,009			1,007			1,003			(2	)		6


Provision for credit losses		101			105			112			45			17			(4	)		494

NONINTEREST EXPENSE
Compensation expense		178			184			160			182			180			(3	)		(1	)
Noncompensation expense		294			307			300			300			290			(4	)		1
Amortization of intangibles		13			13			13			14			15			—			(13	)

TOTAL NONINTEREST EXPENSE		485			504			473			496			485			(4	)		—


Income before income tax expense		481			475			424			466			501			1			(4	)
Income tax expense		189			187			166			182			197			1			(4	)

NET INCOME	$	292		$	288		$	258		$	284		$	304			1			(4	)


MEMO:
Revenue by product:
Lending	$	379		$	380		$	343		$	348		$	348			—			9
Treasury services		616			631			594			569			556			(2	)		11
Investment banking		68			70			64			82			76			(3	)		(11	)
Other		4			3			8			8			23			33			(83	)

Total Commercial Banking revenue	$	1,067		$	1,084		$	1,009		$	1,007		$	1,003			(2	)		6


IB revenues, gross (b)	$	203		$	227		$	194		$	236		$	231			(11	)		(12	)


Revenue by business:
Middle Market Banking	$	706		$	695		$	680		$	653		$	661			2			7
Mid-Corporate Banking		207			239			167			197			212			(13	)		(2	)
Real Estate Banking		97			102			108			109			102			(5	)		(5	)
Other		57			48			54			48			28			19			104

Total Commercial Banking revenue	$	1,067		$	1,084		$	1,009		$	1,007		$	1,003			(2	)		6


FINANCIAL RATIOS
ROE		17	%		17	%		15	%		18	%		20	%
Overhead ratio		45			46			47			49			48


(a)		IB-related and commercial card revenue is included in all other income.

(b)		Represents the total revenue related to investment banking products sold to Commercial Banking (“CB”) clients.

Page 17



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
SELECTED BALANCE SHEETS DATA (Average)
Total assets	$	101,979		$	94,550		$	86,652		$	84,687		$	82,545			8	%		24	%
Loans:
Loans retained		67,510			63,749			60,839			59,071			57,185			6			18
Loans held-for-sale & loans at fair value		521			1,795			433			741			475			(71	)		10

Total loans (a)		68,031			65,544			61,272			59,812			57,660			4			18
Liability balances (b)		99,477			96,716			88,081			84,187			81,752			3			22
Equity		7,000			6,700			6,700			6,300			6,300			4			11

MEMO:
Loans by business:
Middle Market Banking	$	40,111		$	38,275		$	37,617		$	37,099		$	36,317			5			10
Mid-Corporate Banking		15,150			15,440			12,076			11,692			10,669			(2	)		42
Real Estate Banking		7,457			7,347			7,144			6,894			7,074			1			5
Other		5,313			4,482			4,435			4,127			3,600			19			48

Total Commercial Banking loans	$	68,031		$	65,544		$	61,272		$	59,812		$	57,660			4			18


Headcount		4,075			4,125			4,158			4,295			4,281			(1	)		(5	)

CREDIT DATA AND QUALITY STATISTICS
Net charge-offs (recoveries)	$	81		$	33		$	20		$	(8	)	$	(1	)		145		NM
Nonperforming loans (c)		446			146			134			135			141			205			216
Allowance for credit losses:
Allowance for loan losses		1,790			1,695			1,623			1,551			1,531			6			17
Allowance for lending-related commitments		200			236			236			222			187			(15	)		7

Total allowance for credit losses		1,990			1,931			1,859			1,773			1,718			3			16

Net charge-off (recovery) rate (a)		0.48	%		0.21	%		0.13	%		(0.05	)%		(0.01	)%
Allowance for loan losses to average loans (a)		2.65			2.66			2.67			2.63			2.68
Allowance for loan losses to nonperforming loans (c)		426			1,161			1,211			1,149			1,086
Nonperforming loans to average loans		0.66			0.22			0.22			0.23			0.24


(a)		Loans held-for-sale and loans accounted for at fair value under SFAS 159 were excluded when calculating the allowance coverage ratios and the net charge-off rate.

(b)		Liability balances include deposits and deposits swept to on-balance sheet liabilities such as commercial paper, Federal funds purchased, and repurchase agreements.

(c)		Nonperforming loans held-for-sale were $26 million at March 31, 2008. This amount was excluded when calculating the allowance coverage ratios. There were no nonperforming loans held-for-sale at December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively.

Page 18


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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
INCOME STATEMENT
REVENUE
Lending & deposit related fees	$	269		$	247		$	244		$	219		$	213			9	%		26	%
Asset management, administration and commissions		820			806			730			828			686			2			20
All other income		200			228			171			184			125			(12	)		60

Noninterest revenue		1,289			1,281			1,145			1,231			1,024			1			26
Net interest income		624			649			603			510			502			(4	)		24

TOTAL NET REVENUE		1,913			1,930			1,748			1,741			1,526			(1	)		25


Provision for credit losses		12			4			9			—			6			200			100
Credit reimbursement to IB (a)		(30	)		(30	)		(31	)		(30	)		(30	)		—			—

NONINTEREST EXPENSE
Compensation expense		641			607			579			609			558			6			15
Noncompensation expense		571			598			538			523			502			(5	)		14
Amortization of intangibles		16			17			17			17			15			(6	)		7

TOTAL NONINTEREST EXPENSE		1,228			1,222			1,134			1,149			1,075			—			14


Income before income tax expense		643			674			574			562			415			(5	)		55
Income tax expense		240			252			214			210			152			(5	)		58

NET INCOME	$	403		$	422		$	360		$	352		$	263			(5	)		53


REVENUE BY BUSINESS
Treasury Services	$	813		$	824		$	780		$	720		$	689			(1	)		18
Worldwide Securities Services		1,100			1,106			968			1,021			837			(1	)		31

TOTAL NET REVENUE	$	1,913		$	1,930		$	1,748		$	1,741		$	1,526			(1	)		25


FINANCIAL RATIOS
ROE		46	%		56	%		48	%		47	%		36	%
Overhead ratio		64			63			65			66			70
Pretax margin ratio (b)		34			35			33			32			27

FIRMWIDE BUSINESS METRICS
Assets under custody (in billions)	$	15,690		$	15,946		$	15,614		$	15,203		$	14,661			(2	)		7
Number of:
US$ ACH transactions originated (in millions)		1,004			984			943			972			971			2			3
Total US$ clearing volume (in thousands)		28,056			28,386			28,031			27,779			26,840			(1	)		5
International electronic funds transfer volume (in thousands) (c)		40,039			42,723			41,415			42,068			42,399			(6	)		(6	)
Wholesale check volume (in millions)		623			656			731			767			771			(5	)		(19	)
Wholesale cards issued (in thousands) (d)		19,122			18,722			18,108			17,535			17,146			2			12

Page 19


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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
SELECTED BALANCE SHEETS (Average)
Total assets	$	57,204		$	60,830		$	55,688		$	50,687		$	46,005			(6	)%		24	%
Loans (e)		23,086			23,489			20,602			20,195			18,948			(2	)		22
Liability balances (f)		254,369			250,645			236,381			217,514			210,639			1			21
Equity		3,500			3,000			3,000			3,000			3,000			17			17

Headcount		26,561			25,669			25,209			25,206			24,875			3			7

TSS FIRMWIDE METRICS
Treasury Services firmwide revenue (g)	$	1,498		$	1,530		$	1,444		$	1,354		$	1,305			(2	)		15
Treasury & Securities Services firmwide revenue (g)		2,598			2,636			2,412			2,375			2,142			(1	)		21
Treasury Services firmwide overhead ratio (h)		55	%		53	%		54	%		59	%		59	%
Treasury & Securities Services firmwide overhead ratio (h)		58			57			59			60			63
Treasury Services Firmwide liability balances (average) (i)	$	221,716		$	218,416		$	201,671		$	189,214		$	186,631			2			19
Treasury & Securities Services firmwide liability balances (average) (i)		353,845			347,361			324,462			301,701			292,391			2			21

FOOTNOTES

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

(b)		Pretax margin represents income before income tax expense divided by total net revenue, which is a measure of pretax performance and another basis by which management evaluates its performance and that of its competitors.

(c)		International electronic funds transfer includes non-US$ ACH and clearing volume.

(d)		Wholesale cards issued include domestic commercial card, stored value card, prepaid card, and government electronic benefit card products.

(e)		Loan balances include wholesale overdrafts, commercial cards and trade finance loans.

(f)		Liability balances include deposits and deposits swept to on-balance sheet liabilities such as commercial paper, Federal funds purchased, and repurchase agreements.

TSS FIRMWIDE METRICS

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

(g)

Firmwide revenue includes TS revenue recorded in the CB, Regional Banking and Asset Management (“AM”) lines of business (see below) and excludes FX revenue recorded in the IB for TSS-related FX activity.


	QUARTERLY TRENDS
											1Q08 Change
	1Q08		4Q07		3Q07		2Q07		1Q07		4Q07			1Q07
Treasury Services revenue reported in CB	$	616	$	631	$	594	$	569	$	556		(2	)%		11	%
Treasury Services revenue reported in other lines of business		69		75		70		65		60		(8	)		15

TSS firmwide FX revenue, which includes FX revenue recorded in TSS and FX revenue associated with TSS customers who are FX customers of the IB, was $191 million, $157 million, $144 million, $139 million and $112 million for the quarters ended March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively.

(h)		Overhead ratios have been calculated based upon firmwide revenue and TSS and TS expense, respectively, including those allocated to certain other lines of business. FX revenue and expense recorded in the IB for TSS-related FX activity are not included in this ratio.

(i)		Firmwide liability balances include TS’ liability balances recorded in certain other lines of business. Liability balances associated with TS customers who are also customers of the CB line of business are not included in TS liability balances.

Page 20


JPMORGAN CHASE & CO. ASSET MANAGEMENT FINANCIAL HIGHLIGHTS

(in millions, except ratio, ranking and headcount data)


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
INCOME STATEMENT
REVENUE
Asset management, administration and commissions	$	1,531		$	1,901		$	1,760		$	1,671		$	1,489			(19	)%		3	%
All other income		59			159			152			173			170			(63	)		(65	)

Noninterest revenue		1,590			2,060			1,912			1,844			1,659			(23	)		(4	)
Net interest income		311			329			293			293			245			(5	)		27

TOTAL NET REVENUE		1,901			2,389			2,205			2,137			1,904			(20	)		—


Provision for credit losses		16			(1	)		3			(11	)		(9	)		NM			NM

NONINTEREST EXPENSE
Compensation expense		825			1,030			848			879			764			(20	)		8
Noncompensation expense		477			510			498			456			451			(6	)		6
Amortization of intangibles		21			19			20			20			20			11			5

TOTAL NONINTEREST EXPENSE		1,323			1,559			1,366			1,355			1,235			(15	)		7


Income before income tax expense		562			831			836			793			678			(32	)		(17	)
Income tax expense		206			304			315			300			253			(32	)		(19	)

NET INCOME	$	356		$	527		$	521		$	493		$	425			(32	)		(16	)


REVENUE BY CLIENT SEGMENT
Private Bank	$	655		$	713		$	686		$	646		$	560			(8	)		17
Institutional		490			754			603			617			551			(35	)		(11	)
Retail		466			640			639			602			527			(27	)		(12	)
Private Client Services		290			282			277			272			266			3			9

Total net revenue	$	1,901		$	2,389		$	2,205		$	2,137		$	1,904			(20	)		—


FINANCIAL RATIOS
ROE		29	%		52	%		52	%		53	%		46	%
Overhead ratio		70			65			62			63			65
Pretax margin ratio (a)		30			35			38			37			36

BUSINESS METRICS
Number of:
Client advisors		1,744			1,729			1,680			1,582			1,533			1			14
Retirement planning services participants		1,519,000			1,501,000			1,495,000			1,477,000			1,423,000			1			7

% of customer assets in 4 & 5 Star Funds (b)		49	%		55	%		55	%		65	%		61	%		(11	)		(20	)

% of AUM in 1st and 2nd quartiles: (c)
1 year		52	%		57	%		47	%		65	%		76	%		(9	)		(32	)
3 years		73	%		75	%		73	%		77	%		76	%		(3	)		(4	)
5 years		75	%		76	%		76	%		76	%		81	%		(1	)		(7	)

SELECTED BALANCE SHEETS DATA (Average)
Total assets	$	60,286		$	55,989		$	53,879		$	51,710		$	45,816			8			32
Loans (d)		36,628			32,627			30,928			28,695			25,640			12			43
Deposits		68,184			64,630			59,907			55,981			54,816			5			24
Equity		5,000			4,000			4,000			3,750			3,750			25			33

Headcount		14,955			14,799			14,510			14,108			13,568			1			10

CREDIT DATA AND QUALITY STATISTICS
Net charge-offs (recoveries)	$	(2	)	$	2		$	(5	)	$	(5	)	$	—			NM			NM
Nonperforming loans		11			12			28			21			34			(8	)		(68	)
Allowance for loan losses		130			112			115			105			114			16			14
Allowance for lending related commitments		6			7			6			7			5			(14	)		20

Net charge-off (recovery) rate		(0.02	)%		0.02	%		(0.06	)%		(0.07	)%		—	%
Allowance for loan losses to average loans		0.35			0.34			0.37			0.37			0.44
Allowance for loan losses to nonperforming loans		1,182			933			411			500			335
Nonperforming loans to average loans		0.03			0.04			0.09			0.07			0.13


(a)		Pretax margin represents income before income tax expense divided by total net revenue, which is a measure of pretax performance and another basis by which management evaluates its performance and that of its competitors.
(b)		Derived from the following rating services: Morningstar for the United States; Micropal for the United Kingdom, Luxembourg, Hong Kong and Taiwan; and Nomura for Japan.
(c)		Derived from the following rating services: Lipper for the United States and Taiwan; Micropal for the United Kingdom, Luxembourg and Hong Kong; and Nomura for Japan.
(d)		Reflects the transfer in 2007 of held-for-investment prime mortgage loans from AM to Treasury within the Corporate segment.

Page 21


JPMORGAN CHASE & CO. ASSET MANAGEMENT FINANCIAL HIGHLIGHTS, CONTINUED

(in billions)


											Mar 31, 2008
											Change
	Mar 31		Dec 31		Sep 30		Jun 30		Mar 31		Dec 31			Mar 31
	2008		2007		2007		2007		2007		2007			2007
Assets by asset class
Liquidity	$	471	$	400	$	368	$	333	$	318		18	%		48	%
Fixed income		200		200		195		190		180		—			11
Equities & balanced		390		472		481		467		446		(17	)		(13	)
Alternatives		126		121		119		119		109		4			16

TOTAL ASSETS UNDER MANAGEMENT		1,187		1,193		1,163		1,109		1,053		(1	)		13
Custody / brokerage / administration / deposits		382		379		376		363		342		1			12

TOTAL ASSETS UNDER SUPERVISION	$	1,569	$	1,572	$	1,539	$	1,472	$	1,395		—			12


Assets by client segment
Institutional	$	652	$	632	$	603	$	565	$	550		3			19
Private Bank		196		201		196		185		170		(2	)		15
Retail		279		300		304		300		274		(7	)		2
Private Client Services		60		60		60		59		59		—			2

TOTAL ASSETS UNDER MANAGEMENT	$	1,187	$	1,193	$	1,163	$	1,109	$	1,053		(1	)		13


Institutional	$	652	$	633	$	604	$	566	$	551		3			18
Private Bank		441		433		423		402		374		2			18
Retail		366		394		399		393		361		(7	)		1
Private Client Services		110		112		113		111		109		(2	)		1

TOTAL ASSETS UNDER SUPERVISION	$	1,569	$	1,572	$	1,539	$	1,472	$	1,395		—			12


Assets by geographic region
U.S. / Canada	$	773	$	760	$	745	$	700	$	664		2			16
International		414		433		418		409		389		(4	)		6

TOTAL ASSETS UNDER MANAGEMENT	$	1,187	$	1,193	$	1,163	$	1,109	$	1,053		(1	)		13


U.S. / Canada	$	1,063	$	1,032	$	1,022	$	971	$	929		3			14
International		506		540		517		501		466		(6	)		9

TOTAL ASSETS UNDER SUPERVISION	$	1,569	$	1,572	$	1,539	$	1,472	$	1,395		—			12


Mutual fund assets by asset class
Liquidity	$	405	$	339	$	308	$	268	$	257		19			58
Fixed income		45		46		46		49		48		(2	)		(6	)
Equities		186		224		235		235		219		(17	)		(15	)

TOTAL MUTUAL FUND ASSETS	$	636	$	609	$	589	$	552	$	524		4			21

Page 22


JPMORGAN CHASE & CO. ASSET MANAGEMENT FINANCIAL HIGHLIGHTS, CONTINUED

(in billions)


	QUARTERLY TRENDS
	1Q08			4Q07			3Q07			2Q07		1Q07
ASSETS UNDER SUPERVISION (continued)
Assets under management rollforward
Beginning balance	$	1,193		$	1,163		$	1,109		$	1,053	$	1,013
Net asset flows:
Liquidity		68			26			33			12		7
Fixed income		—			3			(2	)		6		2
Equities, balanced & alternative		(21	)		4			2			12		10
Market / performance / other impacts		(53	)		(3	)		21			26		21

TOTAL ASSETS UNDER MANAGEMENT	$	1,187		$	1,193		$	1,163		$	1,109	$	1,053


Assets under supervision rollforward
Beginning balance	$	1,572		$	1,539		$	1,472		$	1,395	$	1,347
Net asset flows		52			37			41			38		27
Market / performance / other impacts		(55	)		(4	)		26			39		21

TOTAL ASSETS UNDER SUPERVISION	$	1,569		$	1,572		$	1,539		$	1,472	$	1,395

Page 23


JPMORGAN CHASE & CO. CORPORATE/PRIVATE EQUITY FINANCIAL HIGHLIGHTS

(in millions, except headcount data)


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
INCOME STATEMENT
REVENUE
Principal transactions	$	5		$	773		$	1,082		$	1,372		$	1,325			(99	)%		(100	)%
Securities gains (losses)		42			146			128			(227	)		(8	)		(71	)		NM
All other income (a)		1,639			213			70			90			68			NM			NM

Noninterest revenue		1,686			1,132			1,280			1,235			1,385			49			22
Net interest income (expense)		(286	)		(218	)		(279	)		(173	)		(117	)		(31	)		(144	)

TOTAL NET REVENUE		1,400			914			1,001			1,062			1,268			53			10


Provision for credit losses		196			14			(31	)		3			3			NM			NM

NONINTEREST EXPENSE
Compensation expense		639			714			569			695			776			(11	)		(18	)
Noncompensation expense (b)		(82	)		982			674			818			556			NM			NM
Merger costs		—			22			61			64			62			NM			NM

Subtotal		557			1,718			1,304			1,577			1,394			(68	)		(60	)
Net expense allocated to other businesses		(1,057	)		(1,057	)		(1,059	)		(1,075	)		(1,040	)		—			(2	)

TOTAL NONINTEREST EXPENSE		(500	)		661			245			502			354			NM			NM


Income before income tax expense		1,704			239			787			557			911			NM			87
Income tax expense (benefit)		677			(10	)		274			175			280			NM			142

NET INCOME	$	1,027		$	249		$	513		$	382		$	631			312			63


MEMO:
TOTAL NET REVENUE
Private equity	$	163		$	688		$	733		$	1,293		$	1,253			(76	)		(87	)
Treasury and Corporate other		1,237			226			268			(231	)		15			447			NM

TOTAL NET REVENUE	$	1,400		$	914		$	1,001		$	1,062		$	1,268			53			10


NET INCOME (LOSS)
Private equity	$	57		$	356		$	409		$	702		$	698			(84	)		(92	)
Treasury and Corporate other		970			(93	)		142			(280	)		(29	)		NM			NM
Merger costs		—			(14	)		(38	)		(40	)		(38	)		NM			NM

TOTAL NET INCOME (LOSS)	$	1,027		$	249		$	513		$	382		$	631			312			63


Headcount		21,769			22,512			22,864			23,532			23,702			(3	)		(8	)


(a)		Included proceeds from the sale of VISA shares in its initial public offering.
(b)		Included a release of credit card litigation reserves in the first quarter of 2008.

Page 24


JPMORGAN CHASE & CO. CORPORATE/PRIVATE EQUITY FINANCIAL HIGHLIGHTS, CONTINUED

(in millions, except ratio data)


	QUARTERLY TRENDS
														1Q08 Change
	1Q08			4Q07		3Q07		2Q07			1Q07			4Q07			1Q07
SUPPLEMENTAL
TREASURY
Securities gains (losses) (a)	$	42		$	146	$	126	$	(227	)	$	(8	)		(71	)%		NM	%
Investment securities portfolio (average)		80,443			82,445		85,470		87,760			86,436			(2	)		(7	)
Investment securities portfolio (ending)		91,323			76,200		86,495		86,821			88,681			20			3
Mortgage loans (average) (b)		39,096			34,436		29,854		26,830			25,244			14			55
Mortgage loans (ending) (b)		41,125			36,942		32,804		27,299			26,499			11			55

PRIVATE EQUITY
Private equity gains (losses)
Direct investments
Realized gains	$	1,120		$	100	$	504	$	985		$	723			NM			55
Unrealized gains (losses)		(888	)		569		227		290			521			NM			NM

Total direct investments		232			669		731		1,275			1,244			(65	)		(81	)
Third-party fund investments		(43	)		43		35		53			34			NM			NM

Total private equity gains (c)	$	189		$	712	$	766	$	1,328		$	1,278			(73	)		(85	)


Private equity portfolio information
Direct investments
Publicly-held securities
Carrying value	$	603		$	390	$	409	$	465		$	389			55			55
Cost		499			288		291		367			366			73			36
Quoted public value		720			536		560		600			493			34			46
Privately-held direct securities
Carrying value		5,191			5,914		5,336		5,247			5,294			(12	)		(2	)
Cost		4,973			4,867		5,003		5,228			5,574			2			(11	)
Third-party fund investments
Carrying value		811			849		839		812			744			(4	)		9
Cost		1,064			1,076		1,078		1,067			1,026			(1	)		4


Total private equity portfolio — Carrying value	$	6,605		$	7,153	$	6,584	$	6,524		$	6,427			(8	)		3


Total private equity portfolio — Cost	$	6,536		$	6,231	$	6,372	$	6,662		$	6,966			5			(6	)


(a)		Reflects repositioning of the Treasury investment securities portfolio. Excludes gains/losses on securities used to manage risk associated with MSRs.
(b)		Held-for-investment prime mortgage loans were transferred from RFS and AM to the Corporate segment for risk management and reporting purposes. The transfers had no material impact on the financial results of Corporate.
(c)		Included in principal transactions revenue in the Consolidated statements of income.

Page 25


JPMORGAN CHASE & CO. CREDIT-RELATED INFORMATION

(in millions)


											Mar 31, 2008
											Change
	Mar 31		Dec 31		Sep 30		Jun 30		Mar 31		Dec 31			Mar 31
	2008		2007		2007		2007		2007		2007			2007
CREDIT EXPOSURE
WHOLESALE (a)
Loans — U.S.	$	141,921	$	133,253	$	126,343	$	111,082	$	108,627		7	%		31	%
Loans — Non-U.S.		89,376		79,823		71,385		70,886		59,567		12			50

TOTAL WHOLESALE LOANS — REPORTED (b)		231,297		213,076		197,728		181,968		168,194		9			38

CONSUMER (c)
Home equity		94,968		94,832		93,026		90,989		87,741		—			8
Mortgage (includes RFS and Corporate)		60,855		56,031		47,730		43,114		46,574		9			31
Auto loans and leases		44,714		42,350		40,871		41,231		40,937		6			9
Credit card — reported		75,888		84,352		79,409		80,495		78,173		(10	)		(3	)
Other loans		29,334		28,733		27,556		27,240		28,146		2			4

TOTAL CONSUMER LOANS — REPORTED		305,759		306,298		288,592		283,069		281,571		—			9

TOTAL LOANS — REPORTED		537,056		519,374		486,320		465,037		449,765		3			19
Credit card — securitized		75,062		72,701		69,643		67,506		68,403		3			10

TOTAL LOANS — MANAGED		612,118		592,075		555,963		532,543		518,168		3			18
Derivative receivables		99,110		77,136		64,592		59,038		49,647		28			100

TOTAL CREDIT-RELATED ASSETS		711,228		669,211		620,555		591,581		567,815		6			25
Wholesale lending-related commitments		438,392		446,652		468,145		435,718		412,382		(2	)		6

TOTAL	$	1,149,620	$	1,115,863	$	1,088,700	$	1,027,299	$	980,197		3			17


Memo: Total by category
Total wholesale exposure (d)	$	768,799	$	736,864	$	730,465	$	676,724	$	630,223		4			22
Total consumer managed loans (e)		380,821		378,999		358,235		350,575		349,974		—			9

Total	$	1,149,620	$	1,115,863	$	1,088,700	$	1,027,299	$	980,197		3			17


Risk profile of wholesale credit exposure:

Investment-grade (f)	$	590,439	$	571,394	$	548,663	$	532,134	$	487,309		3			21

Noninvestment-grade: (f)
Noncriticized		147,771		134,983		155,172		127,818		121,981		9			21
Criticized performing		9,570		6,267		5,605		4,964		5,090		53			88
Criticized nonperforming		742		571		414		252		263		30			182

Total Noninvestment-grade		158,083		141,821		161,191		133,034		127,334		11			24

Loans held-for-sale & loans at fair value		20,277		23,649		20,611		11,556		15,580		(14	)		30

Total wholesale exposure	$	768,799	$	736,864	$	730,465	$	676,724	$	630,223		4			22


(a)		Includes Investment Bank, Commercial Banking, Treasury & Securities Services and Asset Management.
(b)		Includes loans held-for-sale & loans at fair value.
(c)		Includes Retail Financial Services, Card Services and residential mortgage loans reported in the Corporate segment to be risk managed by the Chief Investment Office.
(d)		Represents total wholesale loans, derivative receivables and wholesale lending-related commitments.
(e)		Represents total consumer loans plus credit card securitizations, and excludes consumer lending-related commitments.
(f)		Excludes loans held-for-sale & loans at fair value.


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

Page 26


JPMORGAN CHASE & CO. CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except ratio data)


																Mar 31, 2008
																Change
	Mar 31			Dec 31			Sep 30			Jun 30			Mar 31			Dec 31			Mar 31
	2008			2007			2007			2007			2007			2007			2007
NONPERFORMING ASSETS AND RATIOS
WHOLESALE LOANS (a)
Loans — U.S.	$	761		$	490		$	401		$	190		$	205			55	%		271	%
Loans — Non-U.S.		20			24			26			38			62			(17	)		(68	)

TOTAL WHOLESALE LOANS- REPORTED		781			514			427			228			267			52			193


CONSUMER LOANS (b)
Home equity		948			810			576			483			459			17			107
Mortgage (includes RFS and Corporate)		2,537			1,798			1,224			1,034			960			41			164
Auto loans and leases		94			116			92			81			95			(19	)		(1	)
Credit card — reported		6			7			7			8			9			(14	)		(33	)
Other loans		335			341			336			335			326			(2	)		3

TOTAL CONSUMER LOANS- REPORTED (c)		3,920			3,072			2,235			1,941			1,849			28			112


TOTAL LOANS REPORTED		4,701			3,586			2,662			2,169			2,116			31			122
Derivative receivables		31			29			34			30			36			7			(14	)
Assets acquired in loan satisfactions		711			622			485			387			269			14			164

TOTAL NONPERFORMING ASSETS	$	5,443		$	4,237		$	3,181		$	2,586		$	2,421			28			125


TOTAL NONPERFORMING LOANS TO TOTAL LOANS		0.88	%		0.69	%		0.55	%		0.47	%		0.47	%

NONPERFORMING ASSETS BY LOB
Investment Bank	$	439		$	453		$	325		$	119		$	128			(3	)		243
Retail Financial Services		3,695			3,121			2,387			2,097			1,910			18			93
Card Services		6			7			7			8			9			(14	)		(33	)
Commercial Banking		453			148			136			137			142			206			219
Treasury & Securities Services		—			—			—			—			—			—			—
Asset Management		11			12			28			21			35			(8	)		(69	)
Corporate (d)		839			496			298			204			197			69			326

TOTAL	$	5,443		$	4,237		$	3,181		$	2,586		$	2,421			28			125


(a)		Included nonperforming loans held-for-sale & loans at fair value of $70 million , $50 million , $75 million, $25 million and $4 million at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively. Excluded purchased held-for-sale wholesale loans.
(b)		There were no nonperforming loans held-for-sale at March 31, 2008, December 31, 2007 and September 30, 2007, while there were $215 million and $112 million at June 30, 2007 and March 31, 2007, respectively.
(c)		Nonperforming loans and assets excluded (1) loans eligible for repurchase as well as loans repurchased from GNMA pools that are insured by U.S. government agencies of $1.8 billion, $1.5 billion, $1.3 billion, $1.2 billion and $1.3 billion at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007, and March 31, 2007, respectively, and (2) education loans that are 90 days past due and still accruing, which are insured by U.S. government agencies under the Federal Family Education Loan Program of $252 million, $279 million, $241 million, $200 million and $178 million at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively. These amounts for GNMA and education loans are excluded, as reimbursement is proceeding normally.
(d)		Primarily relates to held-for-investment prime mortgage loans transferred from RFS and AM to the Corporate segment.

Page 27


JPMORGAN CHASE & CO. CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except ratio data)


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
GROSS CHARGE-OFFS

Wholesale loans	$	130		$	54		$	101		$	13		$	17			141	%		NM	%
Consumer (includes RFS and Corporate)		880			582			403			321			241			51			265
Credit card — reported		1,144			1,000			911			877			847			14			35

Total loans — reported		2,154			1,636			1,415			1,211			1,105			32			95
Credit card — securitized		791			716			679			704			702			10			13

Total loans — managed		2,945			2,352			2,094			1,915			1,807			25			63


RECOVERIES

Wholesale loans		38			29			19			42			23			31			65
Consumer (includes RFS and Corporate)		55			47			49			48			53			17			4
Credit card — reported		155			131			126			136			126			18			23

Total loans — reported		248			207			194			226			202			20			23
Credit card — securitized		110			97			101			114			109			13			1

Total loans — managed		358			304			295			340			311			18			15


NET CHARGE-OFFS

Wholesale loans		92			25			82			(29	)		(6	)		268			NM
Consumer (includes RFS and Corporate)		825			535			354			273			188			54			339
Credit card — reported		989			869			785			741			721			14			37

Total loans — reported		1,906			1,429			1,221			985			903			33			111
Credit card — securitized		681			619			578			590			593			10			15

Total loans — managed	$	2,587		$	2,048		$	1,799		$	1,575		$	1,496			26			73


NET CHARGE-OFF RATES — ANNUALIZED

Wholesale loans (a)		0.18	%		0.05	%		0.19	%		(0.07	)%		(0.02	)%
Consumer (includes RFS and Corporate) (b)		1.50			1.01			0.70			0.57			0.47
Credit card — reported		5.01			4.36			3.89			3.76			3.57
Total loans — reported (a) (b)		1.53			1.19			1.07			0.90			0.85
Credit card — securitized		3.70			3.38			3.34			3.46			3.56
Total loans — managed (a) (b)		1.81			1.48			1.37			1.25			1.22
Memo: Credit card — managed		4.37			3.89			3.64			3.62			3.57


(a)		Average wholesale loans held-for-sale & loans at fair value were $20.1 billion, $26.8 billion, $17.8 billion, $15.5 billion and $14.2 billion for the quarters ended March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively. These amounts were excluded when calculating the net charge-off rates.
(b)		Average consumer (excluding card) loans held-for-sale & loans at fair value were $4.4 billion, $4.0 billion, $5.4 billion, $11.7 billion and $21.7 billion for the quarters ended March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively. These amounts were excluded when calculating the net charge-off rates.

Page 28



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
SUMMARY OF CHANGES IN THE ALLOWANCE FOR LOAN LOSSES
Beginning balance	$	9,234		$	8,113		$	7,633		$	7,300		$	7,279			14	%		27	%
Net charge-offs		(1,906	)		(1,429	)		(1,221	)		(985	)		(903	)		(33	)		(111	)
Provision for loan losses		4,419			2,550			1,693			1,316			979			73			351
Other (a)		(1	)		—			8			2			(55	)	NM				98

Ending balance	$	11,746		$	9,234		$	8,113		$	7,633		$	7,300			27			61


SUMMARY OF CHANGES IN THE ALLOWANCE FOR LENDING-RELATED COMMITMENTS
Beginning balance	$	850		$	858		$	766		$	553		$	524			(1	)		62
Provision for lending-related commitments		5			(8	)		92			213			29		NM				(83	)

Ending balance	$	855		$	850		$	858		$	766		$	553			1			55


ALLOWANCE COMPONENTS AND RATIOS
ALLOWANCE FOR LOAN LOSSES
Wholesale
Asset specific	$	146		$	108		$	53		$	52		$	54			35			170
Formula — based		3,691			3,046			2,810			2,650			2,639			21			40

Total wholesale		3,837			3,154			2,863			2,702			2,693			22			42


Consumer
Asset specific	$	75		$	80		$	70		$	81		$	70			(6	)		7
Formula — based		7,834			6,000			5,180			4,850			4,537			31			73

Total consumer		7,909			6,080			5,250			4,931			4,607			30			72


Total allowance for loan losses		11,746			9,234			8,113			7,633			7,300			27			61
Allowance for lending-related commitments		855			850			858			766			553			1			55

Total allowance for credit losses	$	12,601		$	10,084		$	8,971		$	8,399		$	7,853			25			60


Wholesale allowance for loan losses to total wholesale loans (b)		1.82	%		1.67	%		1.62	%		1.59	%		1.76	%
Consumer allowance for loan losses to total consumer loans (c)		2.63			2.01			1.84			1.79			1.72
Allowance for loan losses to total loans (b) (c)		2.29			1.88			1.76			1.71			1.74
Allowance for loan losses to total nonperforming loans (d)		254			261			314			396			365

ALLOWANCE FOR LOAN LOSSES BY LOB
Investment Bank	$	1,891		$	1,329		$	1,112		$	1,037		$	1,037			42			82
Retail Financial Services		4,208			2,634			2,105			1,772			1,453			60			190
Card Services		3,404			3,407			3,107			3,096			3,092			—			10
Commercial Banking		1,790			1,695			1,623			1,551			1,531			6			17
Treasury & Securities Services		26			18			13			9			11			44			136
Asset Management		130			112			115			105			114			16			14
Corporate		297			39			38			63			62		NM				379

Total	$	11,746		$	9,234		$	8,113		$	7,633		$	7,300			27			61


(a)		First quarter of 2007 primarily relates to the Firm’s adoption of SFAS 159, effective January 1, 2007.

(b)		Wholesale loans held-for-sale & loans at fair value were $20.3 billion, $23.6 billion, $20.6 billion, $11.6 billion and $15.6 billion at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively. These amounts were excluded when calculating the allowance coverage ratios.

(c)		Consumer loans held-for-sale were $4.5 billion, $4.0 billion, $3.9 billion, $8.3 billion and $13.4 billion at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007, and March 31, 2007, respectively. These amounts were excluded when calculating the allowance coverage ratios.

(d)		Nonperforming loans held-for-sale & loans at fair value were $70 million, $50 million, $75 million, $240 million and $116 million at March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007, respectively. These amounts were excluded when calculating the allowance coverage ratios.

Page 29



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
PROVISION FOR CREDIT LOSSES
LOANS
Investment Bank	$	571		$	208		$	146		$	(13	)	$	35			175	%	NM%
Commercial Banking		143			105			98			10			17			36		NM
Treasury & Securities Services		11			5			3			(1	)		4			120			175
Asset Management		17			(2	)		4			(13	)		(8	)	NM			NM

Total wholesale		742			316			251			(17	)		48			135		NM

Retail Financial Services		2,492			1,051			688			589			292			137		NM
Card Services — reported		989			1,169			785			741			636			(15	)		56
Corporate (a)		196			14			(31	)		3			3		NM			NM

Total consumer		3,677			2,234			1,442			1,333			931			65			295

Total provision for loan losses	$	4,419		$	2,550		$	1,693		$	1,316		$	979			73			351


LENDING-RELATED COMMITMENTS
Investment Bank	$	47		$	(8	)	$	81		$	177		$	28		NM				68
Commercial Banking		(42	)		—			14			35			—		NM			NM
Treasury & Securities Services		1			(1	)		6			1			2		NM				(50	)
Asset Management		(1	)		1			(1	)		2			(1	)	NM				—

Total wholesale		5			(8	)		100			215			29		NM				(83	)

Retail Financial Services		—			—			(8	)		(2	)		—			—			—
Card Services — reported		—			—			—			—			—			—			—

Total consumer		—			—			(8	)		(2	)		—			—			—

Total provision for lending-related commitments	$	5		$	(8	)	$	92		$	213		$	29		NM				(83	)


TOTAL PROVISION FOR CREDIT LOSSES
Investment Bank	$	618		$	200		$	227		$	164		$	63			209		NM
Commercial Banking		101			105			112			45			17			(4	)		494
Treasury & Securities Services		12			4			9			—			6			200			100
Asset Management		16			(1	)		3			(11	)		(9	)	NM			NM

Total wholesale		747			308			351			198			77			143		NM

Retail Financial Services		2,492			1,051			680			587			292			137		NM
Card Services — reported		989			1,169			785			741			636			(15	)		56
Corporate (a)		196			14			(31	)		3			3		NM			NM

Total consumer		3,677			2,234			1,434			1,331			931			65			295

Total provision for credit losses		4,424			2,542			1,785			1,529			1,008			74			339
Card Services — securitized		681			619			578			590			593			10			15

Managed provision for credit losses	$	5,105		$	3,161		$	2,363		$	2,119		$	1,601			61			219


(a)		Includes amounts related to held-for-investment prime mortgages transferred from RFS and AM to the Corporate segment during 2007.

Page 30



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


	QUARTERLY TRENDS
																1Q08 Change
	1Q08			4Q07			3Q07			2Q07			1Q07			4Q07			1Q07
COMMON SHARES OUTSTANDING
Weighted-average basic shares outstanding		3,396.0			3,367.1			3,375.9			3,415.1			3,456.4			1	%		(2	)%
Weighted-average diluted shares outstanding		3,494.7			3,471.8			3,477.7			3,521.6			3,559.5			1			(2	)
Common shares outstanding — at period end		3,400.8			3,367.4			3,358.8			3,398.5			3,416.3			1			—
Cash dividends declared per share	$	0.38		$	0.38		$	0.38		$	0.38		$	0.34			—			12
Book value per share		36.94			36.59			35.72			35.08			34.45			1			7
Dividend payout (a)		56	%		44	%		39	%		31	%		25	%
NET INCOME	$	2,373		$	2,971		$	3,373		$	4,234		$	4,787			(20	)		(50	)


NET INCOME PER SHARE
Basic		0.70			0.88			1.00			1.24			1.38			(20	)		(49	)
Diluted		0.68			0.86			0.97			1.20			1.34			(21	)		(49	)

SHARE PRICE
High	$	49.29		$	48.02		$	50.48		$	53.25		$	51.95			3			(5	)
Low		36.01			40.15			42.16			47.70			45.91			(10	)		(22	)
Close		42.95			43.65			45.82			48.45			48.38			(2	)		(11	)
Market capitalization		146,066			146,986			153,901			164,659			165,280			(1	)		(12	)

STOCK REPURCHASE PROGRAM (b)
Aggregate repurchases	$	—		$	163.3		$	2,135.4		$	1,875.3		$	4,000.9		NM			NM
Common shares repurchased		—			3.6			47.0			36.7			80.9		NM			NM
Average purchase price	$	—		$	45.29		$	45.42		$	51.13		$	49.45		NM			NM

CAPITAL RATIOS
Tier 1 capital	$	89,612	(c)	$	88,746		$	86,096		$	85,096		$	82,538			1			9
Total capital		134,948	(c)		132,242			128,543			122,276			115,142			2			17
Risk-weighted assets		1,075,922	(c)		1,051,879			1,028,551			1,016,031			972,813			2			11
Adjusted average assets		1,505,688	(c)		1,473,541			1,423,171			1,376,727			1,324,145			2			14
Tier 1 capital ratio		8.3	%(c)		8.4	%		8.4	%		8.4	%		8.5	%
Total capital ratio		12.5	(c)		12.6			12.5			12.0			11.8
Tier 1 leverage ratio		6.0	(c)		6.0			6.0			6.2			6.2

INTANGIBLE ASSETS (PERIOD-END)
Goodwill	$	45,695		$	45,270		$	45,335		$	45,254		$	45,063			1			1
Mortgage servicing rights		8,419			8,632			9,114			9,499			7,937			(2	)		6
Purchased credit card relationships		2,140			2,303			2,427			2,591			2,758			(7	)		(22	)
All other intangibles		3,815			3,796			3,959			4,103			4,205			1			(9	)

Total intangibles	$	60,069		$	60,001		$	60,835		$	61,447		$	59,963			—			—


DEPOSITS
U.S. offices:
Noninterest-bearing	$	132,072		$	129,406		$	115,036		$	120,470		$	123,942			2			7
Interest-bearing		394,613			376,194			354,459			342,079			342,368			5			15
Non-U.S. offices:
Noninterest-bearing		7,232			6,342			6,559			5,919			8,104			14			(11	)
Interest-bearing		227,709			228,786			202,037			182,902			152,014			—			50

Total deposits	$	761,626		$	740,728		$	678,091		$	651,370		$	626,428			3			22


(a)		Based on net income amounts.

(b)		Excludes commission costs.

(c)		Estimated.

Page 31



JPMORGAN CHASE & CO.
Glossary of Terms

ACH: Automated Clearing House

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

Beneficial interest issued by consolidated VIEs: Represents the interest of third-party holders of debt/equity securities, or other obligations, issued by VIEs that JPMorgan Chase consolidates under FIN 46R. The underlying obligations of the VIEs consist of short-term borrowings, commercial paper and long-term debt. The related assets consist of trading assets, available-for-sale securities, loans and other assets.

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

Corporate: Includes Private Equity, Treasury and Corporate Other, which includes other centrally managed expenses and discontinued operations.

Credit card securitizations: Card Services’ managed results excludes the impact of credit card securitizations on total net revenue, the provision for credit losses, net charge-offs and loan receivables. Through securitization, the Firm transforms a portion of its credit card receivables into securities, which are sold to investors. The credit card receivables are removed from the Consolidated balance sheets through the transfer of the receivables to a trust, and the sale of undivided interests to investors that entitle the investors to specific cash flows generated from the credit card receivables. The Firm retains the remaining undivided interests as seller’s interests, which are recorded in loans on the Consolidated balance sheets. A gain or loss on the sale of credit card receivables to investors is recorded in other income. Securitization also affects the Firm’s Consolidated statements of income as the aggregate amount of interest income, certain fee revenue and recoveries that is in excess of the aggregate amount of interest paid to the investors, gross credit losses and other trust expenses related to the securitized receivables are reclassified into credit card income in the Consolidated statements of income.

FIN 46(R): FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51.”

Investment-grade: An indication of credit quality based upon JPMorgan Chase’s internal risk assessment system. “Investment-grade” generally represents a risk profile similar to a rating of a “BBB-"/“Baa3” or better, as defined by independent rating agencies.

Managed Basis: A non-GAAP presentation of financial results that includes reclassifications related to credit card securitizations and to present revenue on a fully taxable-equivalent basis. Management uses this non-GAAP financial measure at the segment level because it believes this provides information to enable investors to understand the underlying operational performance and trends of the particular business segment and facilitates a comparison of the business segment with the performance of competitors.

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

Mark-to-market exposure: A measure, at a point in time, of the value of a derivative or foreign exchange contract in the open market. When the mark-to-market value is positive, it indicates the counterparty owes JPMorgan Chase and, therefore, creates a repayment risk for the Firm. When the mark-to-market value is negative, JPMorgan Chase owes the counterparty. In this situation, the Firm does not have repayment risk.

MSR Risk Management Revenue: Includes changes in MSR asset fair value due to inputs or assumptions in model and derivative valuation adjustments and other.

Net yield on interest-earning assets: The average rate for interest-earning assets less the average rate paid for all sources of funds.

NM: Not meaningful.

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

Principal Transactions (Revenue): Realized and unrealized gains and losses from trading activities (including physical commodities inventories that are accounted for at the lower of cost or fair value) and changes in fair value associated with financial instruments held by the Investment Bank for which the SFAS 159 fair value option was elected. Principal transactions revenue also include private equity gains and losses.

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

SFAS: Statement of Financial Accounting Standards.

SFAS 140: “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities — a replacement of FASB Statement No. 125.”

SFAS 157: “Fair Value Measurements.”

SFAS 159: “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115.”

Taxable-Equivalent Basis: Total net revenue for each of the business segments and the Firm is presented on a tax-equivalent basis. Accordingly, revenue from tax-exempt securities and investments that receive tax credits is presented in the managed results on a basis comparable to fully taxable securities and investments. This non-GAAP financial measure allows management to assess the comparability of revenues arising from both taxable and tax-exempt sources. The corresponding income tax impact related to these items is recorded within income tax expense.

Unaudited: Financial statements and information that have not been subjected to auditing procedures sufficient to permit an independent certified public accountant to express an opinion.

U.S. GAAP: Accounting principles generally accepted in the United States of America.

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

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JPMORGAN CHASE & CO.
Line of Business Metrics

Investment Banking

IB’S REVENUES COMPRISE THE FOLLOWING:

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

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

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

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

Retail Financial Services

DESCRIPTION OF SELECTED BUSINESS METRICS WITHIN REGIONAL BANKING:

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

2. Sales specialists — Retail branch office personnel who specialize in the marketing of a single product, including mortgages, investments, and business banking, by partnering with the personal bankers.

MORTGAGE BANKING REVENUES COMPRISE THE FOLLOWING:

1. Production revenue includes net gains or losses on originations and sales of prime and subprime mortgage loans and other production-related fees.

2. Net mortgage servicing revenue

	a)		Servicing revenue represents all gross income earned from servicing third-party mortgage loans including stated service fees, excess service fees, late fees and other ancillary fees.

	b)		Changes in MSR asset fair value due to:

	—		market-based inputs such as interest rates and volatility, as well as updates to assumptions used in the MSR valuation model.

	—		modeled servicing portfolio runoff (or time decay)

Derivative valuation adjustments and other, which represents changes in the fair value of derivative instruments used to offset the impact of changes in the market-based inputs to the MSR valuation model.

3. MSR risk management results include changes in the MSR asset fair value due to inputs or assumptions and derivative valuation adjustments and other.

Retail Financial Services (continued)

MORTGAGE BANKING’S ORIGINATION CHANNELS COMPRISE THE FOLLOWING:

1. Retail — Borrowers who are buying or refinancing a home through direct contact with a mortgage banker employed by the Firm using a branch office, the Internet or by phone. Borrowers are frequently referred to a mortgage banker by real estate brokers, home builders or other third parties.

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

3. Correspondent — Correspondents are banks, thrifts, other mortgage banks and other financial institutions that sell closed loans to the Firm.

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

Card Services

DESCRIPTION OF SELECTED BUSINESS METRICS WITHIN CARD SERVICES:

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

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

3. Merchant acquiring business — Represents an entity that processes bank card transactions for merchants. JPMorgan Chase is a partner in Chase Paymentech Solutions, LLC, a merchant acquiring business.

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

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

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JPMORGAN CHASE & CO.
Line of Business Metrics (continued)

Commercial Banking

COMMERCIAL BANKING REVENUES COMPRISE THE FOLLOWING:

1. Lending includes a variety of financing alternatives, which are primarily provided on a basis secured by receivables, inventory, equipment, real estate or other assets. Products include term loans, revolving lines of credit, bridge financing, asset-backed structures, and leases.

2. Treasury services includes a broad range of products and services enabling clients to transfer, invest and manage the receipt and disbursement of funds, while providing the related information reporting. These products and services include U.S. dollar and multi-currency clearing, ACH, lockbox, disbursement and reconciliation services, check deposits, other check and currency-related services, trade finance and logistics solutions, commercial card, and deposit products, sweeps and money market mutual funds.

3. Investment banking products provide clients with sophisticated capital-raising alternatives, as well as balance sheet and risk management tools through loan syndications, investment-grade debt, asset-backed securities, private placements, high-yield bonds, equity underwriting, advisory, interest rate derivatives, foreign exchange hedges, and securities sales.

DESCRIPTION OF SELECTED BUSINESS METRICS WITHIN COMMERCIAL BANKING:

1. Liability balances include deposits and deposits that are swept to on-balance sheet liabilities such as commercial paper, Federal funds purchased, and repurchase agreements.

2. IB revenues, gross — Represents total revenue related to investment banking products sold to CB clients.

Treasury & Securities Services

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

DESCRIPTION OF SELECTED BUSINESS METRICS WITHIN TREASURY & SECURITIES SERVICES:

Liability balances include deposits and deposits that are swept to on-balance sheet liabilities such as commercial paper, Federal funds purchased, and repurchase agreements.

Asset Management

Assets Under Management: Represent assets actively managed by Asset Management on behalf of institutional, private banking, private client services and retail clients. Excludes assets managed by American Century Companies, Inc., in which the Firm has a 44% ownership interest as of March 31, 2008.

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

Alternative Assets: The following types of assets constitute alternative investments — hedge funds, currency, real estate and private equity.

AM’s CLIENT SEGMENTS COMPRISE THE FOLLOWING:

1. Institutional brings comprehensive global investment services — including asset management, pension analytics, asset/liability management and active risk budgeting strategies — to corporate and public institutions, endowments, foundations, not-for-profit organizations and governments worldwide.

2. Retail provides worldwide investment management services and retirement planning and administration through third-party and direct distribution of a full range of investment vehicles.

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

4. Private Client Services offers high-net-worth individuals, families and business owners in the United States comprehensive wealth management solutions, including investment management, capital markets and risk management, tax and estate planning, banking, and specialty-wealth advisory services.

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