SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

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

Date of Report:		Commission file number
April 17, 2002		1-5805

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

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

 

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Item 5. Other Events

         On April 17, 2002, J.P. Morgan Chase & Co. (NYSE:JPM) announced 2002 first quarter results. First quarter 2002 operating earnings were $0.57 per share, compared with $0.17 in the fourth quarter of 2001 and $0.74 in the first quarter of 2001. Operating earnings were $1,150 million in the first quarter 2002, compared with $356 million in the fourth quarter of 2001 and $1,527 million one year ago. Operating earnings for 2001 have been adjusted by adding back amortization of goodwill to present 2001 results on a basis comparable to this year’s first quarter, which included the impact of the implementation of SFAS 142.

         Reported net income, which includes special items such as merger and restructuring costs, was $982 million, or $0.48 per share, in the first quarter of 2002. This compares with a loss of $332 million, or $0.18 per share, in the 2001 fourth quarter and profits of $1,199 million, or $0.58 per share, in the first quarter of 2001.

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

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

Exhibit Number		Description
12 (a)		Computation of Ratio of Earnings to Fixed Charges
12 (b)		Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements
99.1		Press Release – 2002 First Quarter Earnings
99.2		2002 First Quarter Financial Supplement

2

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SIGNATURE

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

J.P. MORGAN CHASE & CO.           (Registrant)

By: /s/ Joseph L. Sclafani                                             Joseph L. Sclafani

Executive Vice President            and Controller [Principal Accounting Officer]

Dated: April 19, 2002

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EXHIBIT INDEX

Exhibit No.		Description		Page
12 (a)		Computation of Ratio of Earnings to Fixed Charges			5
12 (b)		Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements			6
99.1		Press Release – 2002 First Quarter Earnings			7
99.2		2002 First Quarter Financial Supplement			8

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EXHIBIT 12(a)

J.P. MORGAN CHASE & CO.

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

			Three Months Ended
			March 31, 2002
Excluding Interest on Deposits
Income before income taxes			$	1,487
Fixed charges:
	Interest expense			2,020
	One-third of rents, net of income from subleases (a)			57
Total fixed charges				2,077
Less: Equity in undistributed income of affiliates				(15	)
Earnings before taxes and fixed charges, excluding capitalized interest			$	3,549
Fixed charges, as above			$	2,077
Ratio of earnings to fixed charges				1.71
Including Interest on Deposits
Fixed charges, as above			$	2,077
Add: Interest on deposits				1,339
Total fixed charges and interest on deposits			$	3,416
Earnings before taxes and fixed charges, excluding capitalized interest, as above			$	3,549
Add: Interest on deposits				1,339
Total earnings before taxes, fixed charges and interest on deposits			$	4,888
Ratio of earnings to fixed charges				1.43

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

 

 

EXHIBIT 12(b)

J.P. MORGAN CHASE & CO.

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

			Three Months Ended
			March 31, 2002
Excluding Interest on Deposits
Income before income taxes			$	1,487
Fixed charges:
	Interest expense			2,020
	One-third of rents, net of income from subleases (a)			57
Total fixed charges				2,077
Less: Equity in undistributed income of affiliates				(15	)
Earnings before taxes and fixed charges, excluding capitalized interest			$	3,549
Fixed charges, as above			$	2,077
Preferred stock dividends				13
Fixed charges including preferred stock dividends			$	2,090
Ratio of earnings to fixed charges and preferred stock dividend requirements				1.70
Including Interest on Deposits
Fixed charges including preferred stock dividends, as above			$	2,090
Add: Interest on deposits				1,339
Total fixed charges including preferred stock dividends and interest on deposits			$	3,429
Earnings before taxes and fixed charges, excluding capitalized interest, as above			$	3,549
Add: Interest on deposits				1,339
Total earnings before taxes, fixed charges and interest on deposits			$	4,888
Ratio of earnings to fixed charges and preferred stock dividend requirements				1.43

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

 

 

EXHIBIT 99.1

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

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News release: IMMEDIATE RELEASE

JPMORGAN CHASE REPORTS 2002 FIRST QUARTER RESULTS

New York, April 17, 2002 – J.P. Morgan Chase & Co. (NYSE: JPM) today announced 2002 first quarter operating earnings per share of $0.57, compared with $0.17 in the fourth quarter of 2001 and $0.74 in the first quarter of 2001. Operating earnings were $1,150 million, compared with $356 million in the fourth quarter of 2001 and $1,527 million one year ago. Operating earnings for 2001 have been adjusted by adding back amortization of goodwill to present 2001 results on a basis comparable to this year’s first quarter, which included the impact of the implementation of SFAS 142.

Operating ROE was 11% and excluding JPMorgan Partners was 16%. The contribution to operating earnings per share of JPMorgan Partners was a loss of $0.12 in the first quarter compared to a $0.17 loss in the fourth quarter of 2001 and no impact in the first quarter of 2001.

Reported net income, which includes special items such as merger and restructuring costs, was $982 million, or $0.48 per share, in the first quarter of 2002. This compares with a loss of $332 million, or $0.18 per share, in the 2001 fourth quarter and profits of $1,199 million, or $0.58 per share, in the first quarter of 2001.

“First quarter results benefited from disciplined expense management and strong performance in our consumer businesses,” said William B. Harrison, Jr., Chairman and Chief Executive Officer. “In challenging markets, our Investment Bank posted a 16% ROE for the quarter and our Investment Management & Private Banking business showed margin improvement.”

Key events for the first quarter 2002

•		Retail & Middle Market Financial Services posted record revenues of $3.1 billion and operating earnings growth of 25% from the first quarter of 2001, generating an operating ROE of 22%.
•		The Investment Bank generated an operating ROE of 16% and an overhead ratio of 58% in a weak capital markets environment. For the first time, JPMorgan was the third-leading underwriter of stocks and bonds globally (per Thomson Financial).
•		Investment Management & Private Banking pre-tax margin improved to 22%, driven by expense control.
•		JPMorgan Partners had private equity losses of $255 million, driven primarily by the decline in the market price of Triton PCS.
•		Credit costs declined from the fourth quarter of 2001 and equaled managed net charge-offs of $1,074 million in the first quarter of 2002.
•		Commercial loans continued to decline, down 3% from year-end and down 10% from the first quarter of 2001. The Tier 1 capital ratio increased from year-end 2001 to 8.5%.

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Investor Contact:		John Borden		Media Contact:		Jon Diat
		(212) 270-7318				(212) 270-5089
						Joe Evangelisti
						(212) 270-7438

 

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J.P. Morgan Chase & Co.
News Release

Operating expenses in the 2002 first quarter were $5.1 billion, an 8% decline from first quarter of 2001 but a 7% increase from the 2001 fourth quarter. Expense growth from the fourth quarter included $106 million in non-merger related severance costs, $78 million related to the settlement of litigation with Sumitomo and $46 million in operating costs related to the acquisition of the credit card master trust of Providian. Given the weak market environment, management is continuing to take actions to reduce expenses and implement other productivity programs. Costs related to these initiatives that were not associated with previously announced programs were reported in operating results in the first quarter and will continue to be reflected in operating results going forward.

Business segment results

Retail & Middle Market Financial Services had record operating earnings of $526 million for the quarter, up 59% from the 2001 fourth quarter and an increase of 25% from the first quarter of 2001. Operating ROE for the first quarter was 22%, compared to 14% in the fourth quarter of 2001 and 20% for the first quarter of 2001.

Operating revenues of $3.13 billion (including $150 million of revenues from the card portfolio acquired from Providian) were up 7% and 18% from the fourth and first quarters of 2001, respectively. Credit card outstandings grew 31% to $49 billion (including Providian) and there were over 900,000 new accounts originated during the quarter, the sixth consecutive quarter of such additions. Mortgage originations totaled $33 billion in the quarter, down from $50 billion in the 2001 fourth quarter and up from the first quarter of 2001. Auto finance originations were $5.8 billion in the quarter, up 2% from the fourth quarter of 2001 and 34% over the first quarter of 2001. Total deposits were up 5% and 14% from the fourth and first quarters of 2001, respectively.

Operating expenses of $1.56 billion increased by 4% from the fourth quarter of 2001 and by 13% from the first quarter of 2001. The increases reflected the impact of the Providian acquisition as well as higher expenses related to production volumes. Partially offsetting these increases were savings related to Six Sigma productivity programs.

Credit costs of $726 million were 22% lower than the 2001 fourth quarter, which included $250 million in provision in excess of charge-offs. Credit costs were 22% higher than the first quarter of 2001, partially due to higher outstandings. The allowance for loan losses was higher than at year-end due to reserves established for the acquired card portfolio.

Investment Management & Private Banking had operating earnings of $126 million, up 30% from the 2001 fourth quarter and 19% better than the first quarter of 2001. Pre-tax margin in the first quarter was 22% compared with 16% in each of the fourth and first quarters of 2001.

Operating revenues of $741 million in the first quarter were 1% better than the 2001 fourth quarter but 10% lower than the first quarter of 2001. Operating expenses of $557 million for the first quarter were 5% lower than the 2001 fourth quarter and down 19% from the first quarter of 2001 reflecting the impact of cost

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J.P. Morgan Chase & Co.
News Release

reductions taken in 2001. Credit costs in private banking were lower than in the 2001 fourth quarter and higher than the first quarter of 2001.

Strong growth in retail mutual funds across all asset classes was more than offset by outflows within the institutional segment, primarily outflows from lower-fee money market funds. Total assets under management at quarter-end of $583 billion were 4% lower than in each of the fourth and first quarters of 2001. In the retail segment, JPMorgan Flemings international mutual funds received 82 awards for performance including Best Overall Group and Best-Mixed Asset Manager.¹

The Investment Bank had operating earnings of $755 million in the first quarter, more than double the fourth quarter of 2001 but 27% lower than the first quarter of 2001. Operating ROE was 16% for the quarter compared to 8% for the 2001 fourth quarter and 21% for the first quarter of 2001.

Operating revenues of $3.62 billion in the first quarter of 2002 were 17% better than the 2001 fourth quarter but 16% lower than the first quarter of 2001.

Trading revenues (including related net interest income) of $1.70 billion increased 66% from the fourth quarter of 2001 but were down 19% from the first quarter of 2001. The significant increase over the prior quarter reflected higher revenues across most businesses and was partly attributable to markdowns recorded against counterparty exposures in the fourth quarter of 2001. The decline from the first quarter of 2001 was primarily due to lower equity trading revenues as a result of lower client activity and lower volatility. Fixed income trading was lower compared to the first quarter of 2001 as strong credit trading results in the quarter were offset by lower interest rate trading, reflecting reduced opportunities from declining rates than existed one year ago.

Investment banking fees totaled $741 million in the first quarter, declining 21% from each of the fourth and the first quarters of 2001. The declines reflected continued weakness in M&A and equity underwriting markets as well as lower loan syndication activity during the quarter. For the quarter, leadership positions were maintained in syndicated lending (#1) and high-grade bonds (#2).²

Fees and commissions of $380 million in the first quarter increased by 5% from the fourth quarter of 2001 but declined 10% from the first quarter of 2001. The year-on-year decline was primarily due to lower margins from equity brokerage activities.

Operating expenses for the first quarter of $2.12 billion increased by 14% from the fourth quarter of 2001 but declined 17% from the first quarter of last year. Expenses in the first quarter included the cost of the Sumitomo settlement and severance-related costs. The overhead ratio for the quarter was 58% reflecting ongoing productivity and expense management initiatives intended to allow the Investment Bank to make strategic investments despite the current revenue environment.

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1 Source: Lipper, March 2002

2 Derived from Thomson Financial Securities Data, based on proceeds

3

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J.P. Morgan Chase & Co.
News Release

Treasury & Securities Services had operating earnings of $141 million, down 14% from the 2001 fourth quarter and down 16% from the first quarter of 2001. Operating ROE for the quarter was 19% compared to 23% in the 2001 fourth quarter and 24% in the first quarter of 2001.

Operating revenues were $935 million in the first quarter of 2002, down 1% from the 2001 fourth quarter and down 2% from the first quarter of 2001. Revenues in Investor Services were down 10% from the first quarter of 2001 to $393 million as a result of weak global equity markets and lower asset levels, reduced money flows and lower business activity. Investor Services revenues were flat from the fourth quarter. Institutional Trust Services revenues increased 6% from each of the fourth and first quarters of 2001. Treasury Services revenues were down 5% from the fourth quarter but up 4% from the first quarter of 2001, as the effect of lower interest rates was offset by higher overall deposit levels resulting from increased business volumes.

Operating expenses rose 4% from the 2001 fourth quarter and 3% from the first quarter of 2001.

JPMorgan Partners had an operating loss of $248 million for the quarter compared to an operating loss of $345 million in the 2001 fourth quarter and an operating loss of $4 million in the first quarter of 2001.

Total private equity gains were negative $255 million, of which net unrealized losses were $242 million. The decline in value of Triton PCS was the largest contributor to unrealized losses. Hedging put in place to partially offset fluctuations in the values of public securities contributed $47 million in gains in the first quarter. Total private equity gains were negative $398 million in the 2001 fourth quarter and $139 million positive in the first quarter of 2001. Although private equity exit opportunities remain muted, market conditions have started to improve across several industry sectors.

Credit

Commercial net charge-offs in the first quarter of 2002 were $320 million, compared to $433 million in the 2001 fourth quarter and $148 million in the first quarter of 2001. The charge-off ratio was 1.27% for the first quarter of 2002, 1.58% for the fourth quarter of 2001 and 0.50% for the first quarter of 2001.

Consumer net charge-offs on a managed basis (i.e., including securitized assets) were $754 million, up from $649 million in the fourth quarter of 2001 and $540 million in the first quarter of 2001. On a managed basis, the credit card net charge-off ratio, including the Providian assets acquired on February 1, 2002, was 5.87% in the first quarter of 2002, compared to 5.48% for the fourth quarter of 2001 and 5.05% for the first quarter of 2001. The Providian credit card receivables will contribute to a higher managed charge-off ratio over the remainder of the year.

Provisions equaled charge-offs in the quarter. In the fourth quarter of 2001, $650 million of provisions in excess of charge-offs were recorded.

Total Nonperforming Assets were $4.31 billion at March 31, 2002, which includes $1.13 billion related to the Enron surety receivables and letter of credit. Excluding this amount, which is the subject of litigation with credit-worthy entities, nonperforming assets totaled $3.18 billion. This compares to $2.79 billion at December 31, 2001 and $2.23 billion as of March 31, 2001.

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J.P. Morgan Chase & Co.
News Release

Total assets and capital

Total assets as of March 31, 2002 were $713 billion, compared with $694 billion at December 31, 2001 and $714 billion as of March 31, 2001. The increase over December 31, 2001 was largely driven by growth in trading assets. Commercial loans declined 3%, or $3.1 billion, from the fourth quarter of 2001 and 10%, or $11.5 billion, from the first quarter of 2001. Consumer loans were up slightly from year-end and increased 9% from the first quarter of 2001. The Tier 1 capital ratio was 8.5% at March 31, 2002, compared to 8.3% at December 31, 2001 and 8.7% at March 31, 2001.

Other financial information

Special Items in the first quarter of 2002 included $255 million (pre-tax) in merger and restructuring costs. Special items in the fourth quarter of 2001 included merger and restructuring costs of $841 million (pre-tax). Special items in the first quarter of 2001 included merger and restructuring costs (pre-tax) of $328 million and the cumulative effect of a transition adjustment of negative $25 million (after-tax) related to the adoption of SFAS 133 for the accounting for derivative instruments and hedging activities.

J.P. Morgan Chase & Co. is a leading global financial services firm with assets of $713 billion and operations in more than 50 countries. With relationships with over 99% of the Fortune 1000 companies, the firm is a leader in investment banking, asset management, private banking, private equity, custody and transaction services and retail and middle market financial services. A component of the Dow Jones Industrial Average, JPMorgan Chase is headquartered in New York and serves more than 30 million consumer customers and the world’s most prominent corporate, institutional and government clients. Information about JPMorgan Chase is available on the internet at www.jpmorganchase.com.

JPMorgan Chase will hold a presentation for the investment community on Wednesday, April 17, 2002 at 11:00 a.m. (Eastern Daylight Time) to review first quarter 2002 financial results. A live audio webcast of the presentation will be available on www.jpmorganchase.com. In addition, persons interested in listening to the presentation by telephone may dial in at (973) 872-3100. A telephone replay of the presentation will be available beginning at 1:00 p.m. (EDT) on April 17, 2002 and continuing through 6:00 p.m. (EDT) on April 23, 2002 at (973) 341-3080 pin #3183365. The replay also will be available on www.jpmorganchase.com. Additional detailed financial, statistical and business-related information is included in a financial supplement. The earnings release and the financial supplement are available on the JPMorgan Chase web site (www.jpmorganchase.com).

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

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

				1QTR								4QTR								1QTR
				2002								2001								2001
OPERATING INCOME STATEMENT (a) (b)
OPERATING REVENUE:
Investment Banking Fees				$	755							$	931							$	941
Trading-Related Revenue (Including Trading NII)					1,720								904								2,167
Fees and Commissions					2,493								2,340								2,082
Private Equity — Realized Gains (Losses)					(10	)							81								412
Private Equity — Unrealized Gains (Losses)					(228	)							(505	)							(285	)
Securities Gains					114								202								455
Other Revenue					137								138								257
Net Interest Income (Excluding Trading NII)					2,938								2,825								2,537
		TOTAL OPERATING REVENUE			7,919								6,916								8,566
OPERATING EXPENSE:
Compensation Expense					2,823								2,622								3,336
Noncompensation Expense					2,280								2,138								2,193
	TOTAL OPERATING EXPENSE				5,103								4,760								5,529
Credit Costs					1,074								1,732								688
Operating Income before Taxes					1,742								424								2,349
Income Taxes					592								68								822
OPERATING EARNINGS				$	1,150							$	356							$	1,527
Special Items & Net Effect of Change in Acctng Principle					(168	)							(579	)							(237	)
Amortization of Goodwill, Net of Taxes (c)					—								(109	)							(91	)
NET INCOME (LOSS)				$	982							$	(332	)						$	1,199
OPERATING BASIS
Diluted Earnings per Share				$	0.57							$	0.17							$	0.74
Shareholder Value Added					(59	)							(915	)							285
Return on Managed Assets					0.63	%							0.19	%							0.83	%
Return on Common Equity					11.4								3.3								14.8
Overhead Ratio					64								69								65
Common Dividend Payout Ratio					60								199								45
Compensation Expense as a % of Revenue					36								38								39
Noncompensation Expense as a % of Revenue					29								31								26
NET INCOME (LOSS) PER COMMON SHARE (d)
Basic				$	0.49							$	(0.18	)						$	0.60
Diluted					0.48								(0.18	)							0.58
COMMON SHARES OUTSTANDING
Basic Average Shares Outstanding					1,978.2								1,969.6								1,966.6
Diluted Average Shares Outstanding					2,005.8								2,007.4								2,032.2
Common Shares Outstanding — at Period End					1,990.2								1,973.4								1,984.2
CASH DIVIDENDS DECLARED PER SHARE				$	0.34							$	0.34							$	0.34
BOOK VALUE PER SHARE					20.16								20.32								21.17
CAPITAL RATIOS
Tier I Capital Ratio					8.5	%(e)							8.3	%							8.7	%
Total Capital Ratio					12.4	(e)							11.9								12.3
Tier I Leverage					5.4	(e)							5.2								5.4

[Additional columns below]

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

				1QTR 2002
				Over (Under)
				4Q 2001								1Q 2001
OPERATING INCOME STATEMENT (a) (b)
OPERATING REVENUE:
Investment Banking Fees					(19	)%							(20	)%
Trading-Related Revenue (Including Trading NII)					90								(21	)
Fees and Commissions					7								20
Private Equity — Realized Gains (Losses)					NM								NM
Private Equity — Unrealized Gains (Losses)					55								20
Securities Gains					(44	)							(75	)
Other Revenue					(1	)							(47	)
Net Interest Income (Excluding Trading NII)					4								16
		TOTAL OPERATING REVENUE			15								(8	)
OPERATING EXPENSE:
Compensation Expense					8								(15	)
Noncompensation Expense					7								4
	TOTAL OPERATING EXPENSE				7								(8	)
Credit Costs					(38	)							56
Operating Income before Taxes					311								(26	)
Income Taxes					NM								(28	)
OPERATING EARNINGS					223								(25	)
Special Items & Net Effect of Change in Acctng Principle					71								29
Amortization of Goodwill, Net of Taxes (c)					NM								NM
NET INCOME (LOSS)					NM								(18	)
OPERATING BASIS
Diluted Earnings per Share					235								(23	)
Shareholder Value Added					94								NM
Return on Managed Assets					44	bp							(20	)bp
Return on Common Equity					810								(340	)
Overhead Ratio					(500	)							(100	)
Common Dividend Payout Ratio					(13,900	)							1,500
Compensation Expense as a % of Revenue					(200	)							(300	)
Noncompensation Expense as a % of Revenue					(200	)							300
NET INCOME (LOSS) PER COMMON SHARE (d)
Basic					NM								(18	)%
Diluted					NM								(17	)
COMMON SHARES OUTSTANDING
Basic Average Shares Outstanding					—	%							1
Diluted Average Shares Outstanding					—								(1	)
Common Shares Outstanding — at Period End					1								—
CASH DIVIDENDS DECLARED PER SHARE					—								—
BOOK VALUE PER SHARE					(1	)							(5	)
CAPITAL RATIOS
Tier I Capital Ratio					20	bp							(20	)bp
Total Capital Ratio					50								10
Tier I Leverage					20								—

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

(a)		See page 10 for a reconciliation between reported results and operating results.
(b)		In the first quarter of 2002, the Firm implemented EITF 01-14, “Income Statement Characterization of Reimbursements Received for ‘Out-of-Pocket’ Expenses Incurred (Formerly EITF Abstracts, Topic D-103).” Consequently, prior period amounts have been restated.
(c)		Reported net income for the first quarter 2002 reflects the adoption of SFAS 142 and, accordingly, the Firm ceased amortizing goodwill effective January 1, 2002. There was no impairment of goodwill upon adoption of SFAS 142. Previously reported operating earnings for 2001 have been adjusted by adding back amortization of goodwill to make 2001 results comparable to 2002.
(d)		Basic and diluted earnings per share have been reduced by $0.01 in the first quarter of 2001 due to the impact of the adoption of SFAS 133 relating to the accounting for derivative instruments and hedging activities.
(e)		Estimated
bp	-	Denotes basis points; 100 bp equals 1%

Page 6

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

					1QTR								4QTR								1QTR
					2002								2001								2001
OPERATING REVENUE
Investment Bank					$	3,620							$	3,088							$	4,327
Treasury & Securities Services						935								941								953
Investment Management & Private Banking						741								731								822
Retail & Middle Market Financial Services						3,131								2,936								2,654
Corporate (a)						(205	)							(328	)							(277	)
	OPERATING REVENUE EXCLUDING JPMP					8,222								7,368								8,479
JPMorgan Partners						(303	)							(452	)							87
		OPERATING REVENUE (b)			$	7,919							$	6,916							$	8,566
EARNINGS
Investment Bank					$	755							$	367							$	1,033
Treasury & Securities Services						141								164								168
Investment Management & Private Banking						126								97								106
Retail & Middle Market Financial Services						526								330								421
Corporate (a)						(150	)							(257	)							(197	)
		OPERATING EARNINGS EXCLUDING JPMP				1,398								701								1,531
JPMorgan Partners						(248	)							(345	)							(4	)
		OPERATING EARNINGS (b)				1,150								356								1,527
Special Items & Net Effect of Change in Acctng Principle						(168	)							(579	)							(237	)
Amortization of Goodwill, Net of Taxes						—								(109	)							(91	)
			NET INCOME (LOSS) (b)		$	982							$	(332	)						$	1,199
EARNINGS PER SHARE — DILUTED
OPERATING EARNINGS EXCLUDING JPMP					$	0.69							$	0.34							$	0.74
Impact of JPMP						(0.12	)							(0.17	)							—
OPERATING EARNINGS (b)						0.57								0.17								0.74
Special Items & Net Effect of Change in Acctng Principle						(0.09	)							(0.29	)							(0.12	)
Amortization of Goodwill, Net of Taxes						—								(0.05	)							(0.04	)
NET INCOME (LOSS) (b)					$	0.48							$	(0.18	)(c)						$	0.58
OPERATING RETURN ON COMMON EQUITY
Investment Bank						15.9	%							7.6	%							20.8	%
Treasury & Securities Services						19.1								22.6								23.5
Investment Management & Private Banking						8.4								6.2								6.4
Retail & Middle Market Financial Services						21.5								14.2								19.9
OPERATING RETURN ON COMMON EQUITY (b)						11.4								3.3								14.8

[Additional columns below]

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

					1QTR 2002
					Over (Under)
					4QTR								1QTR
					2001								2001
OPERATING REVENUE
Investment Bank						17	%							(16	)%
Treasury & Securities Services						(1	)							(2	)
Investment Management & Private Banking						1								(10	)
Retail & Middle Market Financial Services						7								18
Corporate (a)						38								26
	OPERATING REVENUE EXCLUDING JPMP					12								(3	)
JPMorgan Partners						33							NM
		OPERATING REVENUE (b)				15								(8	)
EARNINGS
Investment Bank						106								(27	)
Treasury & Securities Services						(14	)							(16	)
Investment Management & Private Banking						30								19
Retail & Middle Market Financial Services						59								25
Corporate (a)						42								24
		OPERATING EARNINGS EXCLUDING JPMP				99								(9	)
JPMorgan Partners						28							NM
		OPERATING EARNINGS (b)				223								(25	)
Special Items & Net Effect of Change in Acctng Principle						71								29
Amortization of Goodwill, Net of Taxes					NM								NM
			NET INCOME (LOSS) (b)		NM									(18	)
EARNINGS PER SHARE — DILUTED
OPERATING EARNINGS EXCLUDING JPMP						103								(7	)
Impact of JPMP						29							NM
OPERATING EARNINGS (b)						235								(23	)
Special Items & Net Effect of Change in Acctng Principle						69								25
Amortization of Goodwill, Net of Taxes					NM								NM
NET INCOME (LOSS) (b)					NM									(17	)
OPERATING RETURN ON COMMON EQUITY
Investment Bank						830	bp							(490	)bp
Treasury & Securities Services						(350	)							(440	)
Investment Management & Private Banking						220								200
Retail & Middle Market Financial Services						730								160
OPERATING RETURN ON COMMON EQUITY (b)						810								(340	)

(a)		Includes Support Units and the effects remaining at the corporate level after the implementation of management accounting policies.
(b)		Represents consolidated JPMorgan Chase.
(c)		Diluted EPS is reported as $(0.18) which is the same as basic EPS, instead of $(0.17), since using diluted average shares outstanding would cause antidilution. As a result, the net loss earnings per share does not foot by $(0.01).

Page 7

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

			Mar 31st				Dec 31st				Mar 31st
			2002				2001				2001
ASSETS
Cash and Due from Banks			$	22,637			$	22,600			$	22,371
Deposits with Banks				9,691				12,743				7,979
Federal Funds Sold and Securities Purchased under Resale Agreements				76,719				63,727				71,147
Securities Borrowed				40,880				36,580				37,264
Trading Assets:
	Debt and Equity Instruments			144,992				118,248				138,270
	Derivative Receivables			63,224				71,157				78,907
Securities				61,225				59,760				69,731
Loans (Net of Allowance for Loan Losses)				209,541				212,920				213,116
Goodwill				7,924				8,205				8,667
Other Intangibles:
	Mortgage Servicing Rights			6,918				6,579				6,062
	Purchased Credit Card Relationships			1,508				519				574
	All Other Intangibles			327				44				48
Private Equity Investments				8,553				9,197				10,877
Other Assets				58,369				71,296				48,611
TOTAL ASSETS			$	712,508			$	693,575			$	713,624
LIABILITIES
Deposits			$	282,037			$	293,650			$	272,572
Federal Funds Purchased and Securities Sold under Repurchase Agreements				152,837				128,445				145,703
Commercial Paper				23,726				18,510				16,281
Other Borrowed Funds				16,968				10,835				28,716
Trading Liabilities:
	Debt and Equity Instruments			71,141				52,988				52,501
	Derivative Payables			44,997				56,063				73,312
Accounts Payable and Other Liabilities (Including the Allowance for Credit Losses)				36,910				47,813				33,575
Long-Term Debt				37,322				39,183				42,609
Guaranteed Preferred Beneficial Interests in the Firm’s Junior Subordinated Deferrable Interest Debentures				5,439				4,439				4,439
TOTAL LIABILITIES				671,377				651,926				669,708
PREFERRED STOCK OF SUBSIDIARY				—				550				550
STOCKHOLDERS’ EQUITY
Preferred Stock				1,009				1,009				1,362
Common Stock				2,016				1,997				1,984
Capital Surplus				12,783				12,495				11,663
Retained Earnings				27,278				26,993				28,592
Accumulated Other Comprehensive Income (Loss)				(909	)			(442	)			(214	)
Treasury Stock, at Cost				(1,046	)			(953	)			(21	)
TOTAL STOCKHOLDERS’ EQUITY				41,131				41,099				43,366
TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY			$	712,508			$	693,575			$	713,624

[Additional columns below]

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

			Mar 31, 2002
			Over (Under)
			Dec 31, 01								Mar 31, 01
ASSETS
Cash and Due from Banks				—	%							1	%
Deposits with Banks				(24	)							21
Federal Funds Sold and Securities Purchased under Resale Agreements				20								8
Securities Borrowed				12								10
Trading Assets:
	Debt and Equity Instruments			23								5
	Derivative Receivables			(11	)							(20	)
Securities				2								(12	)
Loans (Net of Allowance for Loan Losses)				(2	)							(2	)
Goodwill				(3	)							(9	)
Other Intangibles:
	Mortgage Servicing Rights			5								14
	Purchased Credit Card Relationships			191								163
	All Other Intangibles		NM								NM
Private Equity Investments				(7	)							(21	)
Other Assets				(18	)							20
TOTAL ASSETS				3								—
LIABILITIES
Deposits				(4	)							3
Federal Funds Purchased and Securities Sold under Repurchase Agreements				19								5
Commercial Paper				28								46
Other Borrowed Funds				57								(41	)
Trading Liabilities:
	Debt and Equity Instruments			34								36
	Derivative Payables			(20	)							(39	)
Accounts Payable and Other Liabilities (Including the Allowance for Credit Losses)				(23	)							10
Long-Term Debt				(5	)							(12	)
Guaranteed Preferred Beneficial Interests in the Firm’s Junior Subordinated Deferrable Interest Debentures				23								23
TOTAL LIABILITIES				3								—
PREFERRED STOCK OF SUBSIDIARY			NM								NM
STOCKHOLDERS’ EQUITY
Preferred Stock				—								(26	)
Common Stock				1								2
Capital Surplus				2								10
Retained Earnings				1								(5	)
Accumulated Other Comprehensive Income (Loss)				(106	)							(325	)
Treasury Stock, at Cost				10							NM
TOTAL STOCKHOLDERS’ EQUITY				—								(5	)
TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY				3								—

Page 8

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

									Mar 31st								Dec 31st								Mar 31st
									2002								2001								2001
CREDIT-RELATED ASSETS:
Commercial Loans									$	101,752							$	104,864							$	113,217
Derivative and FX Contracts										63,224								71,157								78,907
	Total Commercial Credit-Related Assets (a)									164,976								176,021								192,124
Managed Consumer Loans (b)										136,019								134,004								120,196
	Total Managed Credit-Related Assets								$	300,995							$	310,025							$	312,320
NET CHARGE-OFFS: (c)
Commercial Loans									$	320							$	433							$	148
Credit Card — Managed										658								538								459
All Other Consumer										96								111								81
Managed Consumer Loans										754								649								540
	Total Managed Net Charge-offs								$	1,074							$	1,082							$	688
NET CHARGE-OFF RATES — ANNUALIZED:
Total Commercial Loans										1.27	%							1.58	%							0.50	%
Credit Card — Managed										5.87								5.48								5.05
Total Managed Loans										1.82								1.80								1.17
NONPERFORMING ASSETS:
Commercial Loans									$	2,359							$	1,997							$	1,637
Derivative and FX Contracts										155								170								109
Consumer Loans (b)										534								499								377
Assets Acquired in Loan Satisfactions										130								124								111
		Total								3,178								2,790								2,234
Other Receivables (d)										1,130								1,130								—
			Total Nonperforming Assets						$	4,308	(e)						$	3,920							$	2,234
SELECTED COUNTRY TOTAL EXPOSURE (in billions)
Argentina									$	0.5	(f)						$	0.6							$	1.8
Brazil										2.7	(f)							3.3								1.9
Turkey										0.1	(f)							0.3								0.3
Venezuela										0.2	(f)							0.3								0.4

[Additional columns below]

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

					Mar 31, 2002
					Over (Under)
					Dec 31, 01												Mar 31, 01
CREDIT-RELATED ASSETS:
Commercial Loans						(3	)%											(10	)%
Derivative and FX Contracts						(11	)											(20	)
	Total Commercial Credit-Related Assets (a)					(6	)											(14	)
Managed Consumer Loans (b)						2												13
	Total Managed Credit-Related Assets					(3	)											(4	)
NET CHARGE-OFFS: (c)
Commercial Loans						(26	)											116
Credit Card — Managed						22												43
All Other Consumer						(14	)											19
Managed Consumer Loans						16												40
	Total Managed Net Charge-offs					(1	)											56
NET CHARGE-OFF RATES — ANNUALIZED:
Total Commercial Loans						(31	)bp											77	bp
Credit Card — Managed						39												82
Total Managed Loans						2												65
NONPERFORMING ASSETS:
Commercial Loans						18	%											44	%
Derivative and FX Contracts						(9	)											42
Consumer Loans (b)						7												42
Assets Acquired in Loan Satisfactions						5												17
		Total				14												42
Other Receivables (d)						—											NM
			Total Nonperforming Assets			10												93
SELECTED COUNTRY TOTAL EXPOSURE (in billions)
Argentina						(17	)											(72	)
Brazil						(18	)											42
Turkey						(67	)											(67	)
Venezuela						(33	)											(50	)

(a)		Unfunded commercial lending-related commitments totaled $245 billion at March 31, 2002, $248 billion at December 31, 2001 and $262 billion at March 31, 2001.
(b)		Includes credit card receivables that have been securitized.
(c)		Net charge-offs are presented for the quarter ended as of the date indicated.
(d)		This amount relates to the Enron-related surety receivables and letter of credit, which are the subject of litigation with credit-worthy entities.
(e)		Nonperforming assets have not been reduced for credit protection (single name credit default swaps and collateralized loan obligations) aggregating $42 million related to nonperforming counterparties at March 31, 2002.
(f)		Estimated

Page 9

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

		FIRST QUARTER 2002
		REPORTED				CREDIT				SPECIAL				OPERATING
		RESULTS				CARD				ITEMS				BASIS
		(a)				(b)				(c)
INCOME STATEMENT
Revenue		$	7,598			$	321			$	—			$	7,919
Expense			5,034				—				—				5,034
Amortization of Intangibles			69				—				—				69
Operating Margin			2,495				321				—				2,816
Credit Costs			753				321				—				1,074
Income before Merger and Restructuring Costs			1,742				—				—				1,742
Merger and Restructuring Costs			255				—				(255	)			—
Income before Tax Expense			1,487				—				255				1,742
Tax Expense			505				—				87				592
Income before Effect of Acctng Change			982				—				168				1,150
Net Effect of Change in Acctng Principle			—				—				—				—
Net Income		$	982			$	—			$	168			$	1,150
NET INCOME PER SHARE
Basic		$	0.49											$	0.57
Diluted			0.48												0.57

[Additional columns below]

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

		FIRST QUARTER 2001
		REPORTED								CREDIT				SPECIAL				AMORTIZATION				OPERATING
		RESULTS								CARD				ITEMS				OF GOODWILL				BASIS
		(a)								(b)				(c)				(d)
INCOME STATEMENT
Revenue		$	8,325							$	241			$	—			$	—			$	8,566
Expense			5,493								—				—				—				5,493
Amortization of Intangibles			177								—				—				(141	)			36
Operating Margin			2,655								241				—				141				3,037
Credit Costs			447								241				—				—				688
Income before Merger and Restructuring Costs			2,208								—				—				141				2,349
Merger and Restructuring Costs			328								—				(328	)			—				—
Income before Tax Expense			1,880								—				328				141				2,349
Tax Expense			656								—				116				50				822
Income before Effect of Acctng Change			1,224								—				212				91				1,527
Net Effect of Change in Acctng Principle			(25	)							—				25				—				—
Net Income		$	1,199							$	—			$	237			$	91			$	1,527
NET INCOME PER SHARE
Basic		$	0.60	(e)																		$	0.77
Diluted			0.58	(e)																			0.74

		FOURTH QUARTER 2001
		REPORTED				CREDIT				SPECIAL				AMORTIZATION				OPERATING
		RESULTS				CARD				ITEMS				OF GOODWILL				BASIS
		(a)				(b)				(c)				(d)
INCOME STATEMENT
Revenue		$	6,652			$	264			$	—			$	—			$	6,916
Expense			4,724				—				—				—				4,724
Amortization of Intangibles			187				—				—				(151	)			36
Operating Margin			1,741				264				—				151				2,156
Credit Costs			1,468				264				—				—				1,732
Income before Merger and Restructuring Costs			273				—				—				151				424
Merger and Restructuring Costs			841				—				(841	)			—				—
Income (Loss) before Tax Expense			(568	)			—				841				151				424
Tax Expense (Benefit)			(236	)			—				262				42				68
Net Income (Loss)		$	(332	)		$	—			$	579			$	109			$	356
NET INCOME (LOSS) PER SHARE
Basic		$	(0.18	)														$	0.17
Diluted			(0.18	)															0.17

(a)		Represents condensed results as reported in JPMorgan Chase’s financial statements.
(b)		This column excludes the impact of credit card securitizations. For receivables that have been securitized, amounts that would have been reported as net interest income and as provision for loan losses are instead reported as components of noninterest revenue.
(c)		Includes merger and restructuring costs and special items. The 2002 first quarter includes $255 million in merger and restructuring expenses. The 2001 first quarter includes $328 million in merger and restructuring expenses. The 2001 fourth quarter includes $841 million in merger and restructuring expenses.
(d)		Reported net income for the first quarter 2002 reflects the adoption of SFAS 142 and, accordingly, the Firm ceased amortizing goodwill effective January 1, 2002. There was no impairment of goodwill upon adoption of SFAS 142. Previously reported operating earnings for 2001 have been adjusted by adding back amortization of goodwill to make 2001 results comparable to 2002.
(e)		Includes the effect of the accounting change. Excluding the accounting change, basic and diluted net income per share were $0.61 and $0.59, respectively.

Page 10

 

Exhibit 99.2

PRESS RELEASE FINANCIAL SUPPLEMENT

FIRST QUARTER 2002

 

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J.P. MORGAN CHASE & CO.
TABLE OF CONTENTS
			Page
JPMorgan Chase Consolidated Statement of Income — Reported Basis			3
Lines of Business Financial Highlights Summary			4
Statement of Income — Operating Basis Excluding JPMorgan Partners			5
Statement of Income — Operating Basis			6
Reconciliation from Reported to Operating Basis			7
Segment Detail Investment Bank			8
Treasury & Securities Services			9
Investment Management & Private Banking			10
JPMorgan Partners			11
Investment Portfolio — Private and Public Securities			12
Retail & Middle Market Financial Services			13
Supplemental Detail Noninterest Revenue and Noninterest Expense Detail			14
Consolidated Balance Sheet			15
Condensed Average Balance Sheet and Annualized Yields			16
Credit-Related Information			17-18
Capital			19
Glossary of Terms			20

2

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

			1QTR								4QTR				3QTR								2QTR								1QTR
			2002								2001				2001								2001								2001
REVENUE
Investment Banking Fees			$	755							$	931			$	811							$	929							$	941
Trading Revenue				1,299								355				1,301								1,261								2,001
Fees and Commissions				2,584								2,493				2,397								2,460								2,131
Private Equity — Realized Gains (Losses)				(10	)							81				204								(46	)							412
Private Equity — Unrealized Gains (Losses)				(228	)							(505	)			(311	)							(783	)							(285	)
Securities Gains				114								202				142								67								455
Other Revenue				157								151				218								280								252
Total Noninterest Revenue				4,671								3,708				4,762								4,168								5,907
Interest Income				6,286								6,823				7,709								8,469								9,180
Interest Expense				3,359								3,879				5,050								5,688								6,762
Net Interest Income				2,927								2,944				2,659								2,781								2,418
Revenue before Provision for Loan Losses				7,598								6,652				7,421								6,949								8,325
Provision for Loan Losses				753								1,468				745								525								447
	TOTAL NET REVENUE			6,845								5,184				6,676								6,424								7,878
EXPENSE
Compensation Expense				2,823								2,622				2,860								3,026								3,336
Occupancy Expense				338								334				339								327								348
Technology and Communications Expense				665								640				663								674								654
Merger and Restructuring Costs				255								841				876								478								328
Amortization of Intangibles				69								187				182								183								177
Other Expense				1,208								1,128				1,087								1,151								1,155
	TOTAL NONINTEREST EXPENSE			5,358								5,752				6,007								5,839								5,998
Income (Loss) before Income Tax Expense and Effect of Accounting Change				1,487								(568	)			669								585								1,880
Income Tax Expense (Benefit)				505								(236	)			220								207								656
INCOME BEFORE EFFECT OF ACCOUNTING CHANGE				982								(332	)			449								378								1,224
Net Effect of Change in Accounting Principle				—								—				—								—								(25	)
NET INCOME (LOSS)			$	982							$	(332	)		$	449							$	378							$	1,199
NET INCOME (LOSS) PER SHARE (a)
Basic			$	0.49							$	(0.18	)		$	0.22							$	0.18							$	0.60
Diluted				0.48								(0.18	)			0.22								0.18								0.58
PERFORMANCE RATIOS
Return on Average Assets				0.55	%						NM					0.24	%							0.21	%							0.67	%
Return on Average Common Equity				9.7							NM					4.2								3.5								11.6
FULL-TIME EQUIVALENT EMPLOYEES (b)				96,938								95,812				96,633								97,224								98,518

[Additional columns below]

---

 

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

			1QTR 2002
			Over (Under)
			4Q 2001				1Q 2001
REVENUE
Investment Banking Fees				(19	)%							(20	)%
Trading Revenue				266								(35	)
Fees and Commissions				4								21
Private Equity — Realized Gains (Losses)			NM								NM
Private Equity — Unrealized Gains (Losses)				55								20
Securities Gains				(44	)							(75	)
Other Revenue				4								(38	)
Total Noninterest Revenue				26								(21	)
Interest Income				(8	)							(32	)
Interest Expense				(13	)							(50	)
Net Interest Income				(1	)							21
Revenue before Provision for Loan Losses				14								(9	)
Provision for Loan Losses				(49	)							68
	TOTAL NET REVENUE			32								(13	)
EXPENSE
Compensation Expense				8								(15	)
Occupancy Expense				1								(3	)
Technology and Communications Expense				4								2
Merger and Restructuring Costs				(70	)							(22	)
Amortization of Intangibles				(63	)							(61	)
Other Expense				7								5
	TOTAL NONINTEREST EXPENSE			(7	)							(11	)
Income (Loss) before Income Tax Expense and Effect of Accounting Change			NM									(21	)
Income Tax Expense (Benefit)			NM									(23	)

INCOME BEFORE EFFECT OF ACCOUNTING CHANGE			NM									(20	)
Net Effect of Change in Accounting Principle			NM								NM
NET INCOME (LOSS)			NM									(18	)
NET INCOME (LOSS) PER SHARE (a)
Basic			NM									(18	)
Diluted			NM									(17	)
PERFORMANCE RATIOS
Return on Average Assets			NM									(12	)bp
Return on Average Common Equity			NM									(190	)
FULL-TIME EQUIVALENT EMPLOYEES (b)				1	%							(2	)%

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

(a)		Basic and diluted earnings per share have been reduced by $0.01 in the first quarter of 2001 due to the impact of the adoption of SFAS 133 relating to the accounting for derivative instruments and hedging activities.
(b)		Represents actual period end amount for each respective quarter.

Page 3

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

					1QTR				4QTR				3QTR				2QTR				1QTR
					2002				2001				2001				2001				2001
OPERATING REVENUE
Investment Bank					$	3,620			$	3,088			$	3,544			$	3,716			$	4,327
Treasury & Securities Services						935				941				974				964				953
Investment Management & Private Banking						741				731				741				806				822
Retail & Middle Market Financial Services						3,131				2,936				2,855				2,746				2,654
Corporate (a)						(205	)			(328	)			(246	)			(123	)			(277	)
		OPERATING REVENUE EXCLUDING JPMP				8,222				7,368				7,868				8,109				8,479
JPMorgan Partners						(303	)			(452	)			(177	)			(887	)			87
		OPERATING REVENUE (b)			$	7,919			$	6,916			$	7,691			$	7,222			$	8,566
EARNINGS
Investment Bank					$	755			$	367			$	706			$	791			$	1,033
Treasury & Securities Services						141				164				178				158				168
Investment Management & Private Banking						126				97				121				120				106
Retail & Middle Market Financial Services						526				330				425				425				421
Corporate (a)						(150	)			(257	)			(143	)			(98	)			(197	)
		OPERATING EARNINGS EXCLUDING JPMP				1,398				701				1,287				1,396				1,531
JPMorgan Partners						(248	)			(345	)			(154	)			(610	)			(4	)
		OPERATING EARNINGS (b)				1,150				356				1,133				786				1,527
Special Items & Net Effect of Change in Acctng Principle						(168	)			(579	)			(587	)			(312	)			(237	)
Amortization of Goodwill, Net of Taxes						—				(109	)			(97	)			(96	)			(91	)
			NET INCOME (LOSS) (b)		$	982			$	(332	)		$	449			$	378			$	1,199
EARNINGS PER SHARE — DILUTED
OPERATING EARNINGS EXCLUDING JPMP					$	0.69			$	0.34			$	0.63			$	0.68			$	0.74
Impact of JPMP						(0.12	)			(0.17	)			(0.08	)			(0.30	)			—
OPERATING EARNINGS (b)						0.57				0.17				0.55				0.38				0.74
Special Items & Net Effect of Change in Acctng Principle						(0.09	)			(0.29	)			(0.29	)			(0.15	)			(0.12	)
Amortization of Goodwill, Net of Taxes						—				(0.05	)			(0.04	)			(0.05	)			(0.04	)
NET INCOME (LOSS) (b)					$	0.48			$	(0.18	)(c)			$0.22			$	0.18			$	0.58
OPERATING RETURN ON COMMON EQUITY
Investment Bank						15.9	%			7.6	%			15.2	%			16.8	%			20.8	%
Treasury & Securities Services						19.1				22.6				24.3				20.7				23.5
Investment Management & Private Banking						8.4				6.2				7.7				7.5				6.4
Retail & Middle Market Financial Services						21.5				14.2				18.6				19.3				19.9
OPERATING RETURN ON COMMON EQUITY (b)						11.4				3.3				10.7				7.4				14.8

[Additional columns below]

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

					1QTR 2002
					Over (Under)
					4Q 2001								1Q 2001
OPERATING REVENUE
Investment Bank						17	%							(16	)%
Treasury & Securities Services						(1	)							(2	)
Investment Management & Private Banking						1								(10	)
Retail & Middle Market Financial Services						7								18
Corporate (a)						38								26
		OPERATING REVENUE EXCLUDING JPMP				12								(3	)
JPMorgan Partners						33							NM
OPERATING REVENUE (b)						15								(8	)
EARNINGS
Investment Bank						106								(27	)
Treasury & Securities Services						(14	)							(16	)
Investment Management & Private Banking						30								19
Retail & Middle Market Financial Services						59								25
Corporate (a)						42								24
		OPERATING EARNINGS EXCLUDING JPMP				99								(9	)
JPMorgan Partners						28							NM
		OPERATING EARNINGS (b)				223								(25	)
Special Items & Net Effect of Change in Acctng Principle						71								29
Amortization of Goodwill, Net of Taxes					NM								NM
			NET INCOME (LOSS) (b)		NM									(18	)
EARNINGS PER SHARE — DILUTED
OPERATING EARNINGS EXCLUDING JPMP						103								(7	)
Impact of JPMP						29							NM
OPERATING EARNINGS (b)						235								(23	)
Special Items & Net Effect of Change in Acctng Principle						69								25
Amortization of Goodwill, Net of Taxes					NM								NM
NET INCOME (LOSS) (b)					NM									(17	)
OPERATING RETURN ON COMMON EQUITY
Investment Bank						830	bp							(490	)bp
Treasury & Securities Services						(350	)							(440	)
Investment Management & Private Banking						220								200
Retail & Middle Market Financial Services						730								160
OPERATING RETURN ON COMMON EQUITY (b)						810								(340	)

---

(a)		Includes Support Units and the effects remaining at the corporate level after the implementation of management accounting policies.
(b)		Represents consolidated JPMorgan Chase.
(c)		Diluted EPS is reported as $(0.18) which is the same as basic EPS, instead of $(0.17), since using diluted average shares outstanding would cause antidilution. As a result, the net loss earnings per share does not foot by $(0.01).

Page 4

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

				1QTR								4QTR								3QTR								2QTR								1QTR
				2002								2001								2001								2001								2001
OPERATING REVENUE
Investment Banking Fees				$	755							$	932							$	812							$	928							$	942
Trading-Related Revenue (Including Trading NII)					1,710								896								1,608								1,587								2,148
Fees and Commissions					2,466								2,297								2,289								2,403								2,069
Private Equity — Realized Gains (Losses)					3								(26	)							—								10								(8	)
Private Equity — Unrealized Gains (Losses)					14								—								(5	)							(16	)							(4	)
Securities Gains					114								202								142								67								455
Other Revenue					133								157								206								285								249
Net Interest Income (Excluding Trading NII)					3,027								2,910								2,816								2,845								2,628
		TOTAL OPERATING REVENUE			8,222								7,368								7,868								8,109								8,479
OPERATING EXPENSE
Compensation Expense					2,783								2,583								2,826								2,993								3,292
Noncompensation Expense					2,231								2,085								2,092								2,150								2,139
		TOTAL OPERATING EXPENSE			5,014								4,668								4,918								5,143								5,431
Credit Costs					1,074								1,732								1,015								798								688
Operating Income before Taxes					2,134								968								1,935								2,168								2,360
Income Taxes					736								267								648								772								829
OPERATING EARNINGS				$	1,398							$	701							$	1,287							$	1,396							$	1,531
OPERATING BASIS
Diluted Earnings per Share				$	0.69							$	0.34							$	0.63							$	0.68							$	0.74
Return on Common Equity					16.2	%							7.7	%							14.3	%							15.8	%							18.0	%
Overhead Ratio					61								63								63								63								64
Compensation Expense as a % of Operating Revenue					34								35								36								37								39
Noncompensation Expense as a % of Operating Revenue					27								28								27								27								25

[Additional columns below]

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

				1QTR 2002
				Over (Under)
				4Q 2001								1Q 2001
OPERATING REVENUE
Investment Banking Fees									(19	)%							(20	)%
Trading-Related Revenue (Including Trading NII)									91								(20	)
Fees and Commissions									7								19
Private Equity — Realized Gains (Losses)									NM								NM
Private Equity — Unrealized Gains (Losses)									NM								NM
Securities Gains									(44	)							(75	)
Other Revenue									(15	)							(47	)
Net Interest Income (Excluding Trading NII)									4								15
		TOTAL OPERATING REVENUE							12								(3	)
OPERATING EXPENSE
Compensation Expense									8								(15	)
Noncompensation Expense									7								4
		TOTAL OPERATING EXPENSE							7								(8	)
Credit Costs									(38	)							56
Operating Income before Taxes									120								(10	)
Income Taxes									176								(11	)
OPERATING EARNINGS									99								(9	)
OPERATING BASIS
Diluted Earnings per Share									103								(7	)
Return on Common Equity									850	bp							(180	)bp
Overhead Ratio									(200	)							(300	)
Compensation Expense as a % of Operating Revenue									(100	)							(500	)
Noncompensation Expense as a % of Operating Revenue									(100	)							200

Page 5

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

				1QTR								4QTR								3QTR								2QTR								1QTR
				2002								2001								2001								2001								2001
OPERATING REVENUE
Investment Banking Fees				$	755							$	931							$	811							$	929							$	941
Trading-Related Revenue (Including Trading NII)					1,720								904								1,614								1,594								2,167
Fees and Commissions					2,493								2,340								2,297								2,422								2,082
Private Equity — Realized Gains (Losses)					(10	)							81								204								(46	)							412
Private Equity — Unrealized Gains (Losses)					(228	)							(505	)							(311	)							(783	)							(285	)
Securities Gains					114								202								142								67								455
Other Revenue					137								138								209								280								257
Net Interest Income (Excluding Trading NII)					2,938								2,825								2,725								2,759								2,537
		TOTAL OPERATING REVENUE			7,919								6,916								7,691								7,222								8,566
OPERATING EXPENSE
Compensation Expense					2,823								2,622								2,860								3,026								3,336
Noncompensation Expense					2,280								2,138								2,125								2,188								2,193
	TOTAL OPERATING EXPENSE				5,103								4,760								4,985								5,214								5,529
Credit Costs					1,074								1,732								1,015								798								688
Operating Income before Taxes					1,742								424								1,691								1,210								2,349
Income Taxes					592								68								558								424								822
OPERATING EARNINGS				$	1,150							$	356							$	1,133							$	786							$	1,527
OPERATING BASIS
Diluted Earnings per Share				$	0.57							$	0.17							$	0.55							$	0.38							$	0.74
SVA					(59	)							(915	)							(136	)							(481	)							285
Return on Managed Assets					0.63	%							0.19	%							0.59	%							0.42	%							0.83	%
Return on Common Equity					11.4								3.3								10.7								7.4								14.8
Overhead Ratio					64								69								65								72								65
Common Dividend Payout Ratio					60								199								61								89								45
Effective Tax Rate					34								16								33								35								35
Compensation Expense as a % of Operating Revenue					36								38								37								42								39
Noncompensation Expense as a % of Operating Revenue					29								31								28								30								26

[Additional columns below]

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

				1QTR 2002
				Over (Under)
				4Q 2001								1Q 2001
OPERATING REVENUE
Investment Banking Fees					(19	)%							(20	)%
Trading-Related Revenue (Including Trading NII)					90								(21	)
Fees and Commissions					7								20
Private Equity — Realized Gains (Losses)				NM								NM
Private Equity — Unrealized Gains (Losses)					55								20
Securities Gains					(44	)							(75	)
Other Revenue					(1	)							(47	)
Net Interest Income (Excluding Trading NII)					4								16
		TOTAL OPERATING REVENUE			15								(8	)
OPERATING EXPENSE
Compensation Expense					8								(15	)
Noncompensation Expense					7								4
	TOTAL OPERATING EXPENSE				7								(8	)
Credit Costs					(38	)							56
Operating Income before Taxes					311								(26	)
Income Taxes				NM									(28	)
OPERATING EARNINGS					223								(25	)
OPERATING BASIS
Diluted Earnings per Share					235								(23	)
SVA					94							NM
Return on Managed Assets					44	bp							(20	)bp
Return on Common Equity					810								(340	)
Overhead Ratio					(500	)							(100	)
Common Dividend Payout Ratio					(13,900	)							1,500
Effective Tax Rate					1,800								(100	)
Compensation Expense as a % of Operating Revenue					(200	)							(300	)
Noncompensation Expense as a % of Operating Revenue					(200	)							300

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

Page 6

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

				1QTR				4QTR				3QTR				2QTR				1QTR
				2002				2001				2001				2001				2001
REVENUE
TRADING REVENUE
		Reported		$	1,299			$	355			$	1,301			$	1,261			$	2,001
		Trading-Related NII			421				549				313				333				166
		Operating		$	1,720			$	904			$	1,614			$	1,594			$	2,167
CREDIT CARD REVENUE (a)
		Reported		$	587			$	662			$	548			$	465			$	433
		Credit Card Securitizations			(91	)			(153	)			(100	)			(38	)			(49	)
		Operating		$	496			$	509			$	448			$	427			$	384
OTHER REVENUE
		Reported		$	157			$	151			$	218			$	280			$	252
		Credit Card Securitizations			(20	)			(13	)			(9	)			—				5
		Operating		$	137			$	138			$	209			$	280			$	257
NET INTEREST INCOME
		Reported		$	2,927			$	2,944			$	2,659			$	2,781			$	2,418
		Credit Card Securitizations			432				430				379				311				285
		Trading-Related NII			(421	)			(549	)			(313	)			(333	)			(166	)
		Operating		$	2,938			$	2,825			$	2,725			$	2,759			$	2,537
TOTAL REVENUE
		Reported		$	7,598			$	6,652			$	7,421			$	6,949			$	8,325
		Credit Card Securitizations			321				264				270				273				241
		Total Operating Revenue		$	7,919			$	6,916			$	7,691			$	7,222			$	8,566
EXPENSE
	Reported			$	5,358			$	5,752			$	6,007			$	5,839			$	5,998
	Merger and Restructuring Costs				(255	)			(841	)			(876	)			(478	)			(328	)
	Amortization of Goodwill				—				(151	)			(146	)			(147	)			(141	)
	Operating Expense			$	5,103			$	4,760			$	4,985			$	5,214			$	5,529
CREDIT COSTS
	Provision for Loan Losses — Reported			$	753			$	1,468			$	745			$	525			$	447
	Credit Card Securitizations				321				264				270				273				241
	Credit Costs — Operating			$	1,074			$	1,732			$	1,015			$	798			$	688

[Additional columns below]

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

				1QTR 2002
				Over (Under)
				4Q 2001								1Q 2001
REVENUE
TRADING REVENUE
		Reported							266	%							(35	)	%
		Trading-Related NII							(23	)							154
		Operating							90								(21	)
CREDIT CARD REVENUE (a)
		Reported							(11	)							36
		Credit Card Securitizations							(41	)							86
		Operating							(3	)							29
OTHER REVENUE
		Reported							4								(38	)
		Credit Card Securitizations							54							NM
		Operating							(1	)							(47	)
NET INTEREST INCOME
		Reported							(1	)							21
		Credit Card Securitizations							—								52
		Trading-Related NII							(23	)							154
		Operating							4								16
TOTAL REVENUE
		Reported							14								(9	)
		Credit Card Securitizations							22								33
		Total Operating Revenue							15								(8	)
EXPENSE
	Reported								(7	)							(11	)
	Merger and Restructuring Costs								(70	)							(22	)
	Amortization of Goodwill							NM								NM
	Operating Expense								7								(8	)
CREDIT COSTS
	Provision for Loan Losses — Reported								(49	)							68
	Credit Card Securitizations								22								33
	Credit Costs — Operating								(38	)							56

---

(a)

Included in Fees and Commissions.

Page 7

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SEGMENT DETAIL

---

 

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

---

 

MARKET SHARE/ RANKINGS: (a)

Global Syndicated Loans

23.8% / #1

24.4% / #1

21.8% / #1

31.0% / #1

27.3% / #1

U.S. Investment Grade Bonds

15.9% / #2

13.2% / #2

14.7% / #2

13.6% / #2

15.4% / #2

Euro-Denominated High Grade Bonds

5.8% / #4

6.1% / #6

9.5% / #1

8.2% / #2

5.5% / #5

Global Equity and Equity-Related

4.8% / #6

5.0% / #8

5.0% / #7

1.7% / #9

2.7% / #11

U.S. Equity and Equity-Related

4.3% / #7

7.8% / #5

5.5% / #7

1.8% / #8

1.1% / #9

Global Announced M&A

11.0% / #8

26.5% / #4

31.1% / #5

12.1% / #8

18.7% / #4

[Additional columns below]

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

					1QTR 2002
					Over (Under)
					4Q 2001						1Q 2001
	OPERATING INCOME STATEMENT
	REVENUE:
	Trading Revenue (Including Trading NII)					66	%							(19	)%
	Investment Banking Fees					(21	)							(21	)
	Net Interest Income					(8	)							6
	Fees and Commissions					5								(10	)
	All Other Revenue				NM									(60	)
			TOTAL OPERATING REVENUE			17								(16	)
	EXPENSE:
	Compensation Expense					5								(25	)
	Noncompensation Expense					26								(3	)
			TOTAL OPERATING EXPENSE			14								(17	)
	Operating Margin					23								(15	)
	Credit Costs					(54	)							197
	Operating Income Before Taxes					101								(27	)
	Income Taxes					95								(28	)
	OPERATING EARNINGS					106								(27	)
Average Common Equity						2								(4	)
Average Assets						(8	)							(8	)
SVA						189								(58	)
Return on Common Equity						830	bp							(490	)bp
Overhead Ratio						(200	)							(100	)
Compensation Expense as a % of Operating Revenue						(400	)							(400	)
TRADING-RELATED REVENUE
Equities						191	%							(59	)%
Fixed Income and Other						57								(7	)
		Total				66								(19	)
INVESTMENT BANKING FEES
Advisory						(29	)							(44	)
Underwriting and Other Fees						(17	)							(8	)
		Total				(21	)							(21	)

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

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

Page 8

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

					1QTR								4QTR								3QTR								2QTR								1QTR
					2002								2001								2001								2001								2001
OPERATING INCOME STATEMENT
REVENUE:
Fees and Commissions					$	586							$	576							$	562							$	576							$	555
Net Interest Income						314								331								355								339								357
All Other Revenue						35								34								57								49								41
			TOTAL OPERATING REVENUE			935								941								974								964								953
EXPENSE:
Compensation Expense						307								278								291								291								302
Noncompensation Expense						409								409								407								428								390
			TOTAL OPERATING EXPENSE			716								687								698								719								692
Operating Margin						219								254								276								245								261
Credit Costs						1								4								1								2								1
Operating Income Before Taxes						218								250								275								243								260
Income Taxes						77								86								97								85								92
OPERATING EARNINGS					$	141							$	164							$	178							$	158							$	168
Average Common Equity					$	2,982							$	2,862							$	2,892							$	3,037							$	2,864
Average Assets						16,433								17,855								18,420								18,566								17,131
SVA						52								76								90								66								81
Return on Common Equity						19.1	%							22.6	%							24.3	%							20.7	%							23.5	%
Overhead Ratio						77								73								72								75								73
OPERATING REVENUE BY BUSINESS:
		Treasury Services			$	334							$	352							$	345							$	333							$	321
		Investor Services				393								393								435								429								437
		Institutional Trust Services				202								191								189								197								191
		Other				6								5								5								5								4
		Total Treasury & Securities Services			$	935							$	941							$	974							$	964							$	953

[Additional columns below]

---

 

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

					1QTR 2002
					Over (Under)
					4Q 2001								1Q 2001
	OPERATING INCOME STATEMENT
	REVENUE:
	Fees and Commissions					2	%							6	%
	Net Interest Income					(5	)							(12	)
	All Other Revenue					3								(15	)
			TOTAL OPERATING REVENUE			(1	)							(2	)
	EXPENSE:
	Compensation Expense					10								2
	Noncompensation Expense					—								5
			TOTAL OPERATING EXPENSE			4								3
	Operating Margin					(14	)							(16	)
	Credit Costs					(75	)							—
	Operating Income Before Taxes					(13	)							(16	)
	Income Taxes					(10	)							(16	)
	OPERATING EARNINGS					(14	)							(16	)
Average Common Equity						4								4
Average Assets						(8	)							(4	)
SVA						(32	)							(36	)
Return on Common Equity						(350	)bp							(440	)bp
Overhead Ratio						400								400
OPERATING REVENUE BY BUSINESS:
		Treasury Services				(5	)%							4	%
		Investor Services				—								(10	)
		Institutional Trust Services				6								6
		Other				20								50
		Total Treasury & Securities Services				(1	)							(2	)

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

Page 9

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

					1QTR								4QTR								3QTR								2QTR								1QTR
					2002								2001								2001								2001								2001
	OPERATING INCOME STATEMENT
	REVENUE:
	Fees and Commissions				$	568							$	559							$	562							$	595							$	599
	Net Interest Income					111								134								128								139								146
	All Other Revenue					62								38								51								72								77
TOTAL OPERATING REVENUE						741								731								741								806								822
	EXPENSE:
	Compensation Expense					277								283								297								334								374
	Noncompensation Expense					280								301								284								314								316
TOTAL OPERATING EXPENSE						557								584								581								648								690
	Operating Margin					184								147								160								158								132
	Credit Costs					23								31								3								3								(1	)
	Operating Income Before Taxes					161								116								157								155								133
	Income Taxes					35								19								36								35								27
	OPERATING EARNINGS				$	126							$	97							$	121							$	120							$	106
Average Common Equity					$	6,027							$	6,072							$	6,136							$	6,297							$	6,520
Average Assets						35,180								34,110								34,570								34,021								35,774
SVA						(54	)							(89	)							(67	)							(71	)							(90	)
Return on Common Equity						8.4	%							6.2	%							7.7	%							7.5	%							6.4	%
Overhead Ratio						75								80								78								80								84
(in billions)
ASSETS UNDER MANAGEMENT (a)					$	583				(b	)		$	605							$	584							$	611							$	608
		Private Banking				141				(b	)			141								137								144								146
		Institutional				373				(b	)			404								390								406								404
		Retail				69				(b	)			60								57								61								58
ASSETS UNDER MANAGEMENT					$	583				(b	)		$	605							$	584							$	611							$	608
		Americas				419				(b	)			441								423								433								429
		Europe and Asia				164				(b	)			164								161								178								179
ASSETS UNDER MANAGEMENT					$	583				(b	)		$	605							$	584							$	611							$	608
		Fixed Income and Cash				313				(b	)			329								314								308								310
		Equities and Other				270				(b	)			276								270								303								298
CLIENT POSITIONS (c)
		Private Banking			$	278				(b	)		$	302							$	302							$	316							$	320

[Additional columns below]

---

 

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

					1QTR 2002
					Over (Under)
					4Q 2001								1Q 2001
	OPERATING INCOME STATEMENT
	REVENUE:
	Fees and Commissions					2	%							(5	)%
	Net Interest Income					(17	)							(24	)
	All Other Revenue					63								(19	)
TOTAL OPERATING REVENUE						1								(10	)
	EXPENSE:
	Compensation Expense					(2	)							(26	)
	Noncompensation Expense					(7	)							(11	)
TOTAL OPERATING EXPENSE						(5	)							(19	)
	Operating Margin					25								39
	Credit Costs					(26	)						NM
	Operating Income Before Taxes					39								21
	Income Taxes					84								30
	OPERATING EARNINGS					30								19
Average Common Equity						(1	)							(8	)
Average Assets						3								(2	)
SVA						39								40
Return on Common Equity						220	bp							200	bp
Overhead Ratio						(500	)							(900	)
(in billions)
ASSETS UNDER MANAGEMENT (a)						(4	)%							(4	)%
		Private Banking				—								(3	)
		Institutional				(8	)							(8	)
		Retail				15								19
ASSETS UNDER MANAGEMENT						(4	)							(4	)
		Americas				(5	)							(2	)
		Europe and Asia				—								(8	)
ASSETS UNDER MANAGEMENT						(4	)							(4	)
		Fixed Income and Cash				(5	)							1
		Equities and Other				(2	)							(9	)
CLIENT POSITIONS (c)
		Private Banking				(8	)							(13	)

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

(a)		Assets under management represent assets actively managed by Investment Management & Private Banking on behalf of institutional and Private Banking clients. Excludes assets managed at American Century Companies Inc.
(b)		Estimated
(c)		Client Positions represent assets under management as well as custody, restricted stock, deposit, brokerage and loan accounts.

Page 10

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

				1QTR				4QTR				3QTR				2QTR				1QTR
				2002				2001				2001				2001				2001
	OPERATING INCOME STATEMENT
	REVENUE:
	Private Equity:
		Realized Gains (Losses)		$	(13	)		$	107			$	204			$	(56	)		$	420
		Unrealized Gains (Losses)			(242	)			(505	)			(306	)			(767	)			(281	)
	Total Private Equity Gains (Losses)				(255	)			(398	)			(102	)			(823	)			139
	Net Interest Income (Loss)				(89	)			(85	)			(91	)			(86	)			(91	)
	Fees and Other Revenue				41				31				16				22				39
		TOTAL OPERATING REVENUE			(303	)			(452	)			(177	)			(887	)			87
	EXPENSE:
	Compensation Expense				40				39				34				33				44
	Noncompensation Expense				49				53				33				38				54
		TOTAL OPERATING EXPENSE			89				92				67				71				98
	Operating Margin				(392	)			(544	)			(244	)			(958	)			(11	)
	Credit Costs				—				—				—				—				—
	Operating Income (Loss) Before Taxes				(392	)			(544	)			(244	)			(958	)			(11	)
	Income Taxes (Benefit)				(144	)			(199	)			(90	)			(348	)			(7	)
	OPERATING EARNINGS (LOSS)			$	(248	)		$	(345	)		$	(154	)		$	(610	)		$	(4	)
Average Common Equity				$	5,708			$	6,131			$	6,120			$	6,601			$	7,138
Average Assets					10,599				11,717				11,357				12,235				13,653
SVA					(461	)			(579	)			(387	)			(860	)			(271	)

[Additional columns below]

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

				1QTR 2002
				Over (Under)
				4Q 2001						1Q 2001
	OPERATING INCOME STATEMENT
	REVENUE:
	Private Equity:
		Realized Gains (Losses)		NM								NM
		Unrealized Gains (Losses)			52	%							14		%
	Total Private Equity Gains (Losses)				36							NM
	Net Interest Income (Loss)				(5	)							2
	Fees and Other Revenue				32								5
		TOTAL OPERATING REVENUE			33							NM
	EXPENSE:
	Compensation Expense				3								(9	)
	Noncompensation Expense				(8	)							(9	)
		TOTAL OPERATING EXPENSE			(3	)							(9	)
	Operating Margin				28							NM
	Credit Costs			NM								NM
	Operating Income (Loss) Before Taxes				28							NM
	Income Taxes (Benefit)				28							NM
	OPERATING EARNINGS (LOSS)				28							NM
Average Common Equity					(7	)							(20	)
Average Assets					(10	)							(22	)
SVA					20								(70	)

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

Page 11

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

			Mar 31st				Dec 31st				Sep 30th				Jun 30th				Mar 31st
			2002				2001				2001				2001				2001
PORTFOLIO INFORMATION
Public Securities (144 companies) (a) (b)
	Carrying Value		$	705			$	998			$	1,149			$	1,680			$	1,611
	Cost			809				802				829				974				1,018
Private Direct Securities (934 companies) (b)
	Carrying Value			6,054				6,289				6,371				6,089				7,144
	Cost			7,317				7,544				7,322				6,998				7,318
Private Fund Investments (325 funds) (b)
	Carrying Value			1,794				1,910				2,108				2,086				2,122
	Cost			2,119				2,182				2,217				2,201				2,141
Total Investment Portfolio — Carrying Value			$	8,553			$	9,197			$	9,628			$	9,855			$	10,877
Total Investment Portfolio — Cost			$	10,245			$	10,528			$	10,368			$	10,173			$	10,477

			Mar 31, 2002
			Over (Under)
			Dec 31, 01						Mar 31, 01
PORTFOLIO INFORMATION
Public Securities (144 companies) (a) (b)
	Carrying Value			(29	)%							(56	)%
	Cost			1								(21	)
Private Direct Securities (934 companies) (b)
	Carrying Value			(4	)							(15	)
	Cost			(3	)							—
Private Fund Investments (325 funds) (b)
	Carrying Value			(6	)							(15	)
	Cost			(3	)							(1	)
Total Investment Portfolio — Carrying Value				(7	)							(21	)
Total Investment Portfolio — Cost				(3	)							(2	)

											Quoted
											Public
			Symbol				Shares				Value				Cost
Triton PCS Holdings, Inc.			TPC					16.0			$	163			$	70
Encore Acquisition Company			EAC					4.9				72				34
Guitar Center, Inc.			GTRC					4.0				69				42
Fisher Scientific International Inc.			FSH					2.4				66				21
AT&T Wireless Services, Inc. (c)			AWE					7.0				62				5
1-800-FLOWERS.COM, Inc.			FLWS					3.9				53				14
dj Orthopedics, Inc.			DJO					5.9				47				54
Crown Media Holdings, Inc.			CRWN					2.7				34				40
United Auto Group, Inc.			UAG					1.5				33				18
American Tower Corporation			AMT					5.9				32				19
	Top Ten Public Securities										$	631			$	317
Other Public Securities (134 companies)												350				492
	Total Public Securities (144 companies)										$	981			$	809

(a)		Publicly traded positions only.
(b)		Represents the number of companies and funds at March 31, 2002.
(c)		Does not include 3.3 million shares held directly by the holding company, received upon a distribution from JPMP.

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

					1QTR								4QTR								3QTR								2QTR								1QTR
					2002								2001								2001								2001								2001
		OPERATING INCOME STATEMENT
		REVENUE:
		Net Interest Income			$	2,033							$	1,851							$	1,810							$	1,747							$	1,662
		Fees and Commissions				919								792								802								860								487
		Securities Gains				(13	)							61								1								—								316
		All Other Revenue				192								232								242								139								189
			TOTAL OPERATING REVENUE			3,131								2,936								2,855								2,746								2,654
		EXPENSE:
		Compensation Expense				655								605								620								600								568
		Noncompensation Expense				900								892								833								827								808
			TOTAL OPERATING EXPENSE			1,555								1,497								1,453								1,427								1,376
		Operating Margin				1,576								1,439								1,402								1,319								1,278
		Credit Costs				726								925								722								628								597
		Operating Income Before Taxes				850								514								680								691								681
		Income Taxes				324								184								255								266								260
		OPERATING EARNINGS			$	526							$	330							$	425							$	425							$	421
Average Common Equity					$	9,833							$	9,171							$	9,005							$	8,766							$	8,520
Average Managed Assets (a)						179,275								169,335								167,349								167,356								159,992
SVA						231								50								150								159								165
Return on Common Equity						21.5		%						14.2		%						18.6		%						19.3		%						19.9		%
Overhead Ratio						50								51								51								52								52
RETAIL & MIDDLE MARKET FINANCIAL SERVICES’ BUSINESSES
CARDMEMBER SERVICES:
Operating Revenues					$	1,353							$	1,261							$	1,148							$	1,072							$	1,000
Operating Earnings						147								179								132								116								98
HOME FINANCE:
Operating Revenues					$	522							$	436							$	460							$	406							$	357
Operating Earnings						132								85								118								95								88
REGIONAL BANKING GROUP:
Operating Revenues					$	731							$	745							$	775							$	793							$	803
Operating Earnings						125								112								127								132								142
MIDDLE MARKETS:
Operating Revenues					$	334							$	312							$	320							$	319							$	328
Operating Earnings						84								66								75								61								68
AUTO FINANCE:
Operating Revenues					$	171							$	164							$	140							$	136							$	112
Operating Earnings						32								37								34								37								23

[Additional columns below]

---

 

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

				1QTR 2002
				Over (Under)
				4Q 2001						1Q 2001
	OPERATING INCOME STATEMENT
	REVENUE:
	Net Interest Income				10	%							22	%
	Fees and Commissions				16								89
	Securities Gains			NM								NM
	All Other Revenue				(17	)							2
		TOTAL OPERATING REVENUE			7								18
	EXPENSE:
	Compensation Expense				8								15
	Noncompensation Expense				1								11
		TOTAL OPERATING EXPENSE			4								13
	Operating Margin				10								23
	Credit Costs				(22	)							22
	Operating Income Before Taxes				65								25
	Income Taxes				76								25
	OPERATING EARNINGS				59								25
Average Common Equity					7								15
Average Managed Assets (a)					6								12
SVA					362								40
Return on Common Equity					730	bp							160	bp
Overhead Ratio					(100	)							(200	)
RETAIL & MIDDLE MARKET FINANCIAL SERVICES’ BUSINESSES
CARDMEMBER SERVICES:
Operating Revenues					7	%							35	%
Operating Earnings					(18	)							50
HOME FINANCE:
Operating Revenues					20								46
Operating Earnings					55								50
REGIONAL BANKING GROUP:
Operating Revenues					(2	)							(9	)
Operating Earnings					12								(12	)
MIDDLE MARKETS:
Operating Revenues					7								2
Operating Earnings					27								24
AUTO FINANCE:
Operating Revenues					4								53
Operating Earnings					(14	)							39

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

(a)  Excludes the impact of credit card securitizations.

Page 13

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SUPPLEMENTAL DETAIL

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

			1QTR				4QTR				3QTR				2QTR				1QTR
			2002				2001				2001				2001				2001
NONINTEREST REVENUE
Investment Banking Fees:
	Advisory		$	191			$	271			$	329			$	308			$	340
	Underwriting and Other Fees			564				660				482				621				601
	Total		$	755			$	931			$	811			$	929			$	941
Trading-Related Revenue: (a)
	Equities		$	223			$	101			$	251			$	450			$	505
	Fixed Income and Other			1,497				803				1,363				1,144				1,662
	Total		$	1,720			$	904			$	1,614			$	1,594			$	2,167
Fees and Commissions:
	Investment Management, Custody and Processing Services		$	992			$	987			$	960			$	988			$	1,016
	Credit Card Revenue			587				662				548				465				433
	Brokerage and Investment Services			304				305				268				308				363
	Mortgage Servicing Fees, Net of Amortization and Writedowns			48				(81	)			9				75				(233	)
	Other Lending-Related Service Fees			130				118				125				122				130
	Deposit Service Charges			290				277				262				258				226
	Other Fees			233				225				225				244				196
	Total		$	2,584			$	2,493			$	2,397			$	2,460			$	2,131
Other Revenue:
	Residential Mortgage Origination/Sales Activities		$	100			$	162			$	157			$	152			$	105
	All Other Revenue			57				(11	)			61				128				147
	Total		$	157			$	151			$	218			$	280			$	252
NONINTEREST EXPENSE
Other Expense:
Professional Services			$	307			$	289			$	267			$	288			$	295
Outside Services				249				213				232				220				223
Marketing				146				179				137				144				141
Travel and Entertainment				101				78				116				137				122
All Other				405				369				335				362				374
Total			$	1,208			$	1,128			$	1,087			$	1,151			$	1,155

[Additional columns below]

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

			1QTR 2002
			Over (Under)
			4Q 2001				1Q 2001
NONINTEREST REVENUE
Investment Banking Fees:
	Advisory			(30	)	%		(44	)	%
	Underwriting and Other Fees			(15	)			(6	)
	Total			(19	)			(20	)
Trading-Related Revenue: (a)
	Equities			121				(56	)
	Fixed Income and Other			86				(10	)
	Total			90				(21	)
Fees and Commissions:
	Investment Management, Custody and Processing Services			1				(2	)
	Credit Card Revenue			(11	)			36
	Brokerage and Investment Services			—				(16	)
	Mortgage Servicing Fees, Net of Amortization and Writedowns		NM				NM
	Other Lending-Related Service Fees			10				—
	Deposit Service Charges			5				28
	Other Fees			4				19
	Total			4				21
Other Revenue:
	Residential Mortgage Origination/Sales Activities			(38	)			(5	)
	All Other Revenue		NM					(61	)
	Total			4				(38	)
NONINTEREST EXPENSE
Other Expense:
Professional Services				6				4
Outside Services				17				12
Marketing				(18	)			4
Travel and Entertainment				29				(17	)
All Other				10				8
Total				7				5

---

(a)

Includes trading-related net interest income.

Page 14

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

				Mar 31st				Dec 31st				Sep 30th				Jun 30th				Mar 31st
				2002				2001				2001				2001				2001
ASSETS
Cash and Due from Banks				$	22,637			$	22,600			$	22,299			$	24,219			$	22,371
Deposits with Banks					9,691				12,743				9,341				11,903				7,979
Federal Funds Sold and Securities Purchased under Resale Agreements					76,719				63,727				78,997				61,308				71,147
Securities Borrowed					40,880				36,580				37,499				38,296				37,264
Trading Assets:
	Debt and Equity Instruments				144,992				118,248				165,143				139,135				138,270
	Derivative Receivables				63,224				71,157				85,407				68,910				78,907
Securities					61,225				59,760				66,468				68,488				69,731
Loans (Net of Allowance for Loan Losses)					209,541				212,920				219,411				216,245				213,116
Goodwill					7,924				8,205				8,346				8,509				8,667
Other Intangibles:
	Mortgage Servicing Rights				6,918				6,579				5,731				7,073				6,062
	Purchased Credit Card Relationships				1,508				519				542				568				574
	All Other Intangibles				327				44				64				74				48
Private Equity Investments					8,553				9,197				9,628				9,855				10,877
Other Assets					58,369				71,296				90,424				58,119				48,611
TOTAL ASSETS				$	712,508			$	693,575			$	799,300			$	712,702			$	713,624
LIABILITIES
Deposits:
	Noninterest-Bearing			$	72,659			$	76,974			$	72,734			$	64,231			$	59,686
	Interest-Bearing				209,378				216,676				208,870				212,573				212,886
		Total Deposits			282,037				293,650				281,604				276,804				272,572
Federal Funds Purchased and Securities Sold under Repurchase Agreements					152,837				128,445				181,775				155,062				145,703
Commercial Paper					23,726				18,510				19,299				19,985				16,281
Other Borrowed Funds					16,968				10,835				21,941				18,418				28,716
Trading Liabilities:
	Debt and Equity Instruments				71,141				52,988				58,594				53,571				52,501
	Derivative Payables				44,997				56,063				70,817				62,373				73,312
Accounts Payable, Accrued Expenses and Other Liabilities (Including the Allowance for Credit Losses)					36,910				47,813				75,231				38,157				33,575
Long-Term Debt					37,322				39,183				42,315				40,917				42,609
Guaranteed Preferred Beneficial Interests in the Firm’s Junior Subordinated Deferrable Interest Debentures					5,439				4,439				4,439				4,439				4,439
TOTAL LIABILITIES					671,377				651,926				756,015				669,726				669,708
PREFERRED STOCK OF SUBSIDIARY					—				550				550				550				550
STOCKHOLDERS’ EQUITY
Preferred Stock					1,009				1,009				1,009				1,025				1,362
Common Stock					2,016				1,997				1,993				1,990				1,984
Capital Surplus					12,783				12,495				12,244				12,000				11,663
Retained Earnings					27,278				26,993				28,021				28,265				28,592
Accumulated Other Comprehensive Income (Loss)					(909	)			(442	)			267				(834	)			(214	)
Treasury Stock, at Cost					(1,046	)			(953	)			(799	)			(20	)			(21	)
TOTAL STOCKHOLDERS’ EQUITY					41,131				41,099				42,735				42,426				43,366
TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY				$	712,508			$	693,575			$	799,300			$	712,702			$	713,624

				Mar 31, 2002
				Over (Under)
				Dec 31, 01				Mar 31, 01
ASSETS
Cash and Due from Banks					—	%			1	%
Deposits with Banks					(24	)			21
Federal Funds Sold and Securities Purchased under Resale Agreements					20				8
Securities Borrowed					12				10
Trading Assets:
	Debt and Equity Instruments				23				5
	Derivative Receivables				(11	)			(20	)
Securities					2				(12	)
Loans (Net of Allowance for Loan Losses)					(2	)			(2	)
Goodwill					(3	)			(9	)
Other Intangibles:
	Mortgage Servicing Rights				5				14
	Purchased Credit Card Relationships				191				163
	All Other Intangibles			NM				NM
Private Equity Investments					(7	)			(21	)
Other Assets					(18	)			20
TOTAL ASSETS					3				—
LIABILITIES
Deposits:
	Noninterest-Bearing				(6	)			22
	Interest-Bearing				(3	)			(2	)
		Total Deposits			(4	)			3
Federal Funds Purchased and Securities Sold under Repurchase Agreements					19				5
Commercial Paper					28				46
Other Borrowed Funds					57				(41	)
Trading Liabilities:
	Debt and Equity Instruments				34				36
	Derivative Payables				(20	)			(39	)
Accounts Payable, Accrued Expenses and Other Liabilities (Including the Allowance for Credit Losses)					(23	)			10
Long-Term Debt					(5	)			(12	)
Guaranteed Preferred Beneficial Interests in the Firm’s Junior Subordinated Deferrable Interest Debentures					23				23
TOTAL LIABILITIES					3				—
PREFERRED STOCK OF SUBSIDIARY				NM				NM
STOCKHOLDERS’ EQUITY
Preferred Stock					—				(26	)
Common Stock					1				2
Capital Surplus					2				10
Retained Earnings					1				(5	)
Accumulated Other Comprehensive Income (Loss)					(106	)			(325	)
Treasury Stock, at Cost					10			NM
TOTAL STOCKHOLDERS’ EQUITY					—				(5	)
TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY					3				—

Page 15

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

			1QTR				4QTR				3QTR				2QTR				1QTR
			2002				2001				2001				2001				2001
AVERAGE BALANCES
ASSETS
Deposits with Banks			$	12,326			$	10,810			$	8,583			$	9,535			$	7,517
Federal Funds Sold and Securities Purchased under Resale Agreements				81,004				85,582				80,396				86,556				82,836
Securities and Trading Assets				180,951				188,988				200,161				194,736				200,872
Securities Borrowed				41,739				39,213				38,122				38,006				37,261
Loans				217,847				218,625				224,125				217,447				219,133
	Total Interest-Earning Assets			533,867				543,218				551,387				546,280				547,619
Noninterest-Earning Assets				184,779				196,557				185,891				189,488				183,339
TOTAL ASSETS			$	718,646			$	739,775			$	737,278			$	735,768			$	730,958
LIABILITIES
Interest-Bearing Deposits			$	218,049			$	223,314			$	207,430			$	215,987			$	216,749
Federal Funds Purchased and Securities Sold under Repurchase Agreements				153,662				164,714				170,708				167,126				152,675
Commercial Paper				18,901				17,134				21,307				17,818				17,963
Other Borrowings (a)				67,408				55,388				67,218				63,038				70,606
Long-Term Debt				43,046				44,964				44,788				45,173				47,445
	Total Interest-Bearing Liabilities			501,066				505,514				511,451				509,142				505,438
Noninterest-Bearing Liabilities				175,800				191,098				182,757				183,118				182,218
TOTAL LIABILITIES				676,866				696,612				694,208				692,260				687,656
PREFERRED STOCK OF SUBSIDIARY				354				550				550				550				550
Preferred Stock				1,009				1,009				1,017				1,239				1,487
Common Stockholders’ Equity				40,417				41,604				41,503				41,719				41,265
TOTAL STOCKHOLDERS’ EQUITY				41,426				42,613				42,520				42,958				42,752
TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY			$	718,646			$	739,775			$	737,278			$	735,768			$	730,958
AVERAGE RATES
INTEREST-EARNING ASSETS
Deposits with Banks				2.96	%			3.76	%			4.64	%			4.65	%			7.51	%
Federal Funds Sold and Securities Purchased under Resale Agreements				2.45				3.18				4.19				4.98				5.86
Securities and Trading Assets				5.35				5.40				5.51				5.90				5.86
Securities Borrowed				1.77				2.00				3.17				3.66				5.37
Loans				5.87				5.97				6.54				7.55				8.27
	Total Interest-Earning Assets			4.79				5.00				5.56				6.23				6.81
INTEREST-BEARING LIABILITIES
Interest-Bearing Deposits				2.49				2.52				3.48				3.94				4.93
Federal Funds Purchased and Securities Sold under Repurchase Agreements				2.07				2.63				3.81				4.29				5.67
Commercial Paper				1.76				2.30				3.53				4.39				5.98
Other Borrowings				4.81				6.17				5.31				6.04				5.64
Long-Term Debt				3.35				3.58				4.43				5.63				6.36
	Total Interest-Bearing Liabilities			2.72				3.04				3.92				4.48				5.43
TOTAL INVESTABLE FUNDS				2.55				2.83				3.63				4.17				5.01
INTEREST RATE SPREAD				2.07	%			1.96	%			1.64	%			1.75	%			1.38	%
NET INTEREST MARGIN				2.24	%			2.17	%			1.93	%			2.06	%			1.80	%
NET INTEREST MARGIN ADJUSTED FOR SECURITIZATIONS				2.47	%			2.39	%			2.13	%			2.22	%			1.96	%

			1QTR 2002
			Over (Under)
			4Q 2001				1Q 2001
AVERAGE BALANCES
ASSETS
Deposits with Banks				14	%			64	%
Federal Funds Sold and Securities Purchased under Resale Agreements				(5	)			(2	)
Securities and Trading Assets				(4	)			(10	)
Securities Borrowed				6				12
Loans				—				(1	)
	Total Interest-Earning Assets			(2	)			(3	)
Noninterest-Earning Assets				(6	)			1
TOTAL ASSETS				(3	)			(2	)
LIABILITIES
Interest-Bearing Deposits				(2	)			1
Federal Funds Purchased and Securities Sold under Repurchase Agreements				(7	)			1
Commercial Paper				10				5
Other Borrowings (a)				22				(5	)
Long-Term Debt				(4	)			(9	)
	Total Interest-Bearing Liabilities			(1	)			(1	)
Noninterest-Bearing Liabilities				(8	)			(4	)
TOTAL LIABILITIES				(3	)			(2	)
PREFERRED STOCK OF SUBSIDIARY				(36	)			(36	)
Preferred Stock				—				(32	)
Common Stockholders’ Equity				(3	)			(2	)
TOTAL STOCKHOLDERS’ EQUITY				(3	)			(3	)
TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS’ EQUITY				(3	)			(2	)
AVERAGE RATES
INTEREST-EARNING ASSETS
Deposits with Banks			(80) bp				(455) bp
Federal Funds Sold and Securities Purchased under Resale Agreements				(73	)			(341	)
Securities and Trading Assets				(5	)			(51	)
Securities Borrowed				(23	)			(360	)
Loans				(10	)			(240	)
	Total Interest-Earning Assets			(21	)			(202	)
INTEREST-BEARING LIABILITIES
Interest-Bearing Deposits				(3	)			(244	)
Federal Funds Purchased and Securities Sold under Repurchase Agreements				(56	)			(360	)
Commercial Paper				(54	)			(422	)
Other Borrowings				(136	)			(83	)
Long-Term Debt				(23	)			(301	)
	Total Interest-Bearing Liabilities			(32	)			(271	)
TOTAL INVESTABLE FUNDS				(28	)			(246	)
INTEREST RATE SPREAD				11				69
NET INTEREST MARGIN				7				44
NET INTEREST MARGIN ADJUSTED FOR SECURITIZATIONS				8				51

---

(a)

Includes securities sold but not yet purchased, structured notes and trust preferred notes.

Page 16

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

			Mar 31st				Dec 31st				Sep 30th				Jun 30th				Mar 31st
			2002				2001				2001				2001				2001
CREDIT-RELATED ASSETS
COMMERCIAL LOANS
Domestic Commercial			$	64,068			$	66,436			$	77,712			$	74,563			$	73,046
Foreign Commercial				37,684				38,428				38,866				38,227				40,171
Total Commercial Loans				101,752				104,864				116,578				112,790				113,217
Derivative and FX Contracts				63,224				71,157				85,407				68,910				78,907
TOTAL COMMERCIAL CREDIT-RELATED				164,976				176,021				201,985				181,700				192,124
CONSUMER LOANS
Credit Card — Reported				24,746				19,387				19,255				19,531				19,835
Credit Card — Securitizations				23,225				21,424				18,724				17,753				16,625
Credit Card — Managed				47,971				40,811				37,979				37,284				36,460
1-4 Family Residential Mortgages				54,460				59,430				55,160				56,743				54,143
Auto Financings				26,002				25,667				24,448				23,322				21,457
Other Consumer (a)				7,586				8,096				7,844				7,532				8,136
TOTAL MANAGED CONSUMER LOANS				136,019				134,004				125,431				124,881				120,196
TOTAL MANAGED CREDIT-RELATED ASSETS			$	300,995			$	310,025			$	327,416			$	306,581			$	312,320
NONPERFORMING ASSETS AND RATIOS
COMMERCIAL LOANS
Domestic Commercial			$	1,399			$	1,275			$	1,438			$	1,528			$	1,209
Foreign Commercial				960				722				580				362				428
Total Commercial Loans				2,359				1,997				2,018				1,890				1,637
Derivative and FX Contracts				155				170				46				88				109
TOTAL				2,514				2,167				2,064				1,978				1,746
CONSUMER LOANS
Credit Card — Reported				19				22				23				25				24
Credit Card — Securitizations				—				—				—				—				—
Credit Card — Managed				19				22				23				25				24
1-4 Family Residential Mortgages				351				280				273				263				254
Auto Financings				98				118				110				97				84
Other Consumer (a)				66				79				53				16				15
Total Consumer Loans				534				499				459				401				377
TOTAL				3,048				2,666				2,523				2,379				2,123
Assets Acquired in Loan Satisfactions				130				124				123				119				111
TOTAL				3,178				2,790				2,646				2,498				2,234
Other Receivables (b)				1,130				1,130				—				—				—
TOTAL NONPERFORMING ASSETS			$	4,308	(c)		$	3,920			$	2,646			$	2,498			$	2,234
TOTAL NONPERFORMING ASSETS TO TOTAL ASSETS				0.60	%			0.57	%			0.33	%			0.35	%			0.31	%
PAST DUE 90 DAYS AND OVER AND ACCRUING
COMMERCIAL LOANS
Domestic Commercial			$	42			$	30			$	19			$	48			$	114
Foreign Commercial				10				5				44				34				—
TOTAL COMMERCIAL CREDIT-RELATED				52				35				63				82				114
CONSUMER LOANS
Credit Card — Reported				619				449				394				326				352
Credit Card — Securitizations				478				457				348				374				374
Credit Card — Managed				1,097				906				742				700				726
1-4 Family Residential Mortgages				—				—				—				—				3
Auto Financings				—				1				1				1				1
Other Consumer				45				36				28				66				69
TOTAL CONSUMER LOANS				1,142				943				771				767				799
TOTAL CR.-REL. ACCRUING ASSETS
	PAST DUE 90 DAYS		$	1,194			$	978			$	834			$	849			$	913

			Mar 31, 2002
			Over (Under)
			Dec 31, 01				Mar 31, 01
CREDIT-RELATED ASSETS
COMMERCIAL LOANS
Domestic Commercial				(4	)%			(12)	%
Foreign Commercial				(2	)			(6	)
Total Commercial Loans				(3	)			(10	)
Derivative and FX Contracts				(11	)			(20	)
TOTAL COMMERCIAL CREDIT-RELATED				(6	)			(14	)
CONSUMER LOANS
Credit Card — Reported				28				25
Credit Card — Securitizations				8				40
Credit Card — Managed				18				32
1-4 Family Residential Mortgages				(8	)			1
Auto Financings				1				21
Other Consumer (a)				(6	)			(7	)
TOTAL MANAGED CONSUMER LOANS				2				13
TOTAL MANAGED CREDIT-RELATED ASSETS				(3	)			(4	)
NONPERFORMING ASSETS AND RATIOS
COMMERCIAL LOANS
Domestic Commercial				10				16
Foreign Commercial				33				124
Total Commercial Loans				18				44
Derivative and FX Contracts				(9	)			42
TOTAL				16				44
CONSUMER LOANS
Credit Card — Reported				(14	)			(21	)
Credit Card — Securitizations			NM				NM
Credit Card — Managed				(14	)			(21	)
1-4 Family Residential Mortgages				25				38
Auto Financings				(17	)			17
Other Consumer (a)				(16	)			340
Total Consumer Loans				7				42
TOTAL				14				44
Assets Acquired in Loan Satisfactions				5				17
TOTAL				14				42
Other Receivables (b)				—			NM
TOTAL NONPERFORMING ASSETS				10				93
TOTAL NONPERFORMING ASSETS TO TOTAL ASSETS			3 bp				29 bp
PAST DUE 90 DAYS AND OVER AND ACCRUING
COMMERCIAL LOANS
Domestic Commercial				40	%			(63)	%
Foreign Commercial				100			NM
TOTAL COMMERCIAL CREDIT-RELATED				49				(54	)
CONSUMER LOANS
Credit Card — Reported				38				76
Credit Card — Securitizations				5				28
Credit Card — Managed				21				51
1-4 Family Residential Mortgages			NM				NM
Auto Financings			NM				NM
Other Consumer				25				(35	)
TOTAL CONSUMER LOANS				21				43
TOTAL CR.-REL. ACCRUING ASSETS
PAST DUE 90 DAYS				22				31

---

(a)		Consists of installment loans (direct and indirect types of consumer finance), student loans, unsecured revolving lines of credit and foreign consumer loans.
(b)		This amount relates to the Enron-related surety receivables and letter of credit, which are the subject of litigation with credit-worthy entities.
(c)		Nonperforming assets have not been reduced for credit protection (single name credit default swaps and collateralized loan obligations) aggregating $42 million related to nonperforming counterparties.

Page 17

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

(in millions, except ratios)

		1QTR				4QTR				3QTR				2QTR				1QTR
		2002				2001				2001				2001				2001
NET CHARGE-OFFS
COMMERCIAL LOANS
Domestic Commercial		$	207			$	388			$	126			$	177			$	126
Foreign Commercial			113				45				63				35				22
TOTAL COMMERCIAL LOANS			320				433				189				212				148
CONSUMER LOANS
Credit Card — Reported			337				274				264				234				218
Credit Card — Securitizations			321				264				270				273				241
Credit Card — Managed			658				538				534				507				459
1-4 Family Residential Mortgages			13				18				15				7				10
Auto Financings			38				50				32				26				29
Other Consumer			45				43				45				46				42
TOTAL CONSUMER LOANS			754				649				626				586				540
TOTAL MANAGED NET CHARGE-OFFS		$	1,074			$	1,082			$	815			$	798			$	688
NET CHARGE-OFF RATES — ANNUALIZED
COMMERCIAL LOANS
Domestic Commercial			1.24	%			2.04	%			0.59	%			0.90	%			0.62	%
Foreign Commercial			1.34				0.53				0.79				0.46				0.24
TOTAL COMMERCIAL LOANS			1.27				1.58				0.65				0.77				0.50
CONSUMER LOANS
Credit Card — Reported			5.78				5.74				5.47				4.69				4.44
Credit Card — Securitizations			5.98				5.23				5.82				6.55				5.77
Credit Card — Managed			5.87				5.48				5.64				5.54				5.05
1-4 Family Residential Mortgages			0.09				0.12				0.10				0.05				0.08
Auto Financings			0.58				0.79				0.53				0.46				0.56
Other Consumer			2.16				2.12				2.33				2.30				1.91
TOTAL CONSUMER LOANS			2.22				1.98				1.96				1.89				1.83
TOTAL MANAGED NET CHARGE-OFF RATES			1.82				1.80				1.33				1.37				1.17
ALLOWANCE FOR LOAN LOSSES AND RATIOS
Allowance for Loan Losses (a)		$	5,005			$	4,524			$	3,874			$	3,673			$	3,672
To Total Loans			2.33	%			2.08	%			1.74	%			1.67	%			1.69	%
To Total Nonperforming Loans			173				181				156				160				182
To Total Nonperforming Assets			116				115				146				147				164

[Additional columns below]

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

		1QTR 2002
		Over (Under)
		4Q 2001				1Q 2001
NET CHARGE-OFFS
COMMERCIAL LOANS
Domestic Commercial			(47	)%			64	%
Foreign Commercial			151				414
TOTAL COMMERCIAL LOANS			(26	)			116
CONSUMER LOANS
Credit Card — Reported			23				55
Credit Card — Securitizations			22				33
Credit Card — Managed			22				43
1-4 Family Residential Mortgages			(28	)			30
Auto Financings			(24	)			31
Other Consumer			5				7
TOTAL CONSUMER LOANS			16				40
TOTAL MANAGED NET CHARGE-OFFS			(1	)			56
NET CHARGE-OFF RATES — ANNUALIZED
COMMERCIAL LOANS
Domestic Commercial			(80	)bp			62	bp
Foreign Commercial			81				110
TOTAL COMMERCIAL LOANS			(31	)			77
CONSUMER LOANS
Credit Card — Reported			4				134
Credit Card — Securitizations			75				21
Credit Card — Managed			39				82
1-4 Family Residential Mortgages			(3	)			1
Auto Financings			(21	)			2
Other Consumer			4				25
TOTAL CONSUMER LOANS			24				39
TOTAL MANAGED NET CHARGE-OFF RATES			2				65
ALLOWANCE FOR LOAN LOSSES AND RATIOS
Allowance for Loan Losses (a)			11	%			36	%
To Total Loans			25	bp			64	bp
To Total Nonperforming Loans			(800	)			(900	)
To Total Nonperforming Assets			100				(4,800	)

---

(a)

Represents period end balances for each respective quarter.

Page 18

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J.P. MORGAN CHASE & CO.
CAPITAL

					1QTR				4QTR				3QTR				2QTR				1QTR
					2002				2001				2001				2001				2001
SOURCES AND USES OF TIER 1 CAPITAL
(in billions)
	Sources of Free Cash Flow
			Operating Earnings Less Dividends		$	0.5	(a)		$	(0.3	)		$	0.4			$	0.1			$	0.8
			Plus: Preferred Stock and Equivalents/Other Items			0.2	(a)			(0.8	)			(0.6	)			(0.8	)			0.1
			Less: Capital for Internal Asset Growth			—	(a)			1.4				(1.3	)			(0.5	)			(0.5	)
	Total Sources of Free Cash Flow				$	0.7			$	0.3			$	(1.5	)		$	(1.2	)		$	0.4
	Uses of Free Cash Flow
			Increases (Decreases) in Capital Ratios		$	0.9	(a)		$	0.4			$	(2.0	)		$	(0.9	)		$	1.0
			Acquisitions			—	(a)			—				—				—				0.1
			Repurchases Net of Stock Issuances			(0.2	) (a)			(0.1	)			0.5				(0.3	)			(0.7	)
	Total Uses of Free Cash Flow				$	0.7			$	0.3			$	(1.5	)		$	(1.2	)		$	0.4
COMMON SHARES OUTSTANDING
(in millions)
	Basic Weighted-Average Shares Outstanding					1,978.2				1,969.6				1,975.3				1,978.4				1,966.6
	Diluted Weighted-Average Shares Outstanding					2,005.8				2,007.4				2,020.9				2,033.6				2,032.2
	Common Shares Outstanding — at Period End					1,990.2				1,973.4				1,972.9				1,989.2				1,984.2
	CASH DIVIDENDS DECLARED PER SHARE				$	0.34			$	0.34			$	0.34			$	0.34			$	0.34
	BOOK VALUE PER SHARE					20.16				20.32				21.15				20.81				21.17
SHARE PRICE
		High			$	39.68			$	40.95			$	46.01			$	50.60			$	59.19
		Low				26.70				31.30				29.04				39.21				37.58
		Close				35.65				36.35				34.15				44.60				44.90
CAPITAL RATIOS
Tier I Capital Ratio						8.5	% (a)			8.3	%			8.2	%			8.7	%			8.7	%
Total Capital Ratio						12.4	(a)			11.9				11.6				12.2				12.3
Tier I Leverage						5.4	(a)			5.2				5.3				5.4				5.4

[Additional columns below]

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

					1QTR 2002
					Over (Under)
					4Q 2001				1Q 2001
SOURCES AND USES OF TIER 1 CAPITAL
(in billions)
Sources of Free Cash Flow
	Operating Earnings Less Dividends				NM					(38)	%
	Plus: Preferred Stock and Equivalents/Other Items				NM					100
	Less: Capital for Internal Asset Growth				NM					NM
Total Sources of Free Cash Flow						133	%			75
Uses of Free Cash Flow
			Increases (Decreases) in Capital Ratios			125				(10	)
			Acquisitions		NM				NM
			Repurchases Net of Stock Issuances			100				(71	)
Total Uses of Free Cash Flow						133				75
COMMON SHARES OUTSTANDING
(in millions)
Basic Weighted-Average Shares Outstanding						—				1
Diluted Weighted-Average Shares Outstanding						—				(1	)
Common Shares Outstanding — at Period End						1				—
CASH DIVIDENDS DECLARED PER SHARE						—				—
BOOK VALUE PER SHARE						(1	)			(5	)
SHARE PRICE
		High				(3	)			(33	)
		Low				(15	)			(29	)
		Close				(2	)			(21	)
CAPITAL RATIOS
Tier I Capital Ratio						20	bp		(20	) bp
Total Capital Ratio						50				10
Tier I Leverage						20				—

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(a)

Estimated

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

Average Managed Assets: Excludes the impact of credit card securitizations.

bp: Denotes basis points; 100 bp equals 1%.

Corporate: Includes Support Units and the effects remaining at the corporate level after the implementation of management accounting policies.

JPMorgan Partners (“JPMP”): JPMorgan Chase’s private equity business. Public securities held by JPMP are marked-to-market at the quoted public value less liquidity discounts, with the resulting unrealized gains/losses included in the income statement. JPMP’s valuation policy for public securities incorporates the use of liquidity discounts and price averaging methodologies in certain circumstances to take into account the fact that JPMP cannot immediately realize the quoted public values as a result of the regulatory, corporate, or other contractual sales restrictions generally imposed on these holdings. Private investments are initially carried at cost, which is viewed as an approximation of fair value. The carrying value of private investments is adjusted to reflect valuation changes resulting from unaffiliated party transactions and for evidence of a decline in value.

Managed Credit Card Receivables or Managed Basis: JPMorgan Chase uses this terminology to refer to its credit card receivables on the balance sheet plus securitized credit card receivables.

NM: Not meaningful

Operating Basis or Operating Earnings: Reported results excluding the impact of merger and restructuring costs, special items, credit card securitizations and the amortization of goodwill.

Other Consumer Loans: Consists of installment loans (direct and indirect types of consumer finance), student loans, unsecured lines of credit and foreign consumer.

Overhead Ratio: Operating expense (excluding merger and restructuring costs and special items) as a percentage of the operating revenues.

Reported Basis: Financial statements prepared under generally accepted accounting principles. The reported basis includes the impact of credit card securitizations, merger and restructuring costs, special items, and the net effect of the change in accounting principle.

Segment Results - All periods are on a comparable basis, although restatements may occur in future periods to reflect further alignment of management accounting policies or changes in organizational structures between businesses.

SFAS 133: As a result of the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 133 “Accounting for Derivative Instruments and Hedging Activities”, net income for the first quarter 2001 includes the cumulative effect of a transition adjustment of $(25) million, net of taxes. The impact on each of basic and diluted earnings per share was $(0.01).

SFAS 142: Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

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

Special Items: Includes merger and restructuring costs and special items.

Trading-Related Revenue: Includes net interest income (“NII”) attributable to trading activities.

Unaudited: The financial statements and information included throughout this document are unaudited.

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