Amended Current Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

Amendment No. 3 to
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): October 1, 2004

JPMORGAN CHASE & CO.

(Exact name of registrant as specified in its charter)


Delaware	1-5805	13-2624428
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


270 Park Avenue, New York, NY		10017
(Address of Principal Executive Offices)		(Zip Code)

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

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

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

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

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

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

TABLE OF CONTENTS


	Item 7.01 Regulation FD Disclosure
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.4: 2005 FIRST QUARTER RESULTS AND PRO FORMA COMBINED HISTORICAL FINANCIAL SUPPLEMENT FOR TWO QUARTERS ENDING JUNE 20, 2004

On October 1, 2004, JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) furnished on Form 8-K its unaudited pro forma combined historical financial information under Item 7.01, Regulation FD Disclosure. The Firm is now furnishing Amendment No. 3 to that Form 8-K to include its first quarter 2005 results, along with previously furnished unaudited pro forma combined historical financial information.

Item 7.01 Regulation FD Disclosure

Effective July 1, 2004, Bank One Corporation (“Bank One”), merged with and into JPMorgan Chase pursuant to the Agreement and Plan of Merger, dated January 14, 2004. Bank One’s results of operations are included in the Firm’s results beginning July 1, 2004.

The unaudited pro forma combined historical financial information for the two quarters ending June 30, 2004, contained in Exhibit 99.4, is being furnished pursuant to Regulation FD in order to assist investors in understanding (i) how the financial information of JPMorgan Chase and Bank One may have appeared on a combined basis had the two companies actually been merged as of the earliest date indicated and (ii) how the financial information of the lines of business of the company may have appeared had the two companies actually been merged as of the earliest date indicated and had such business segments existed in the combined company as of the earliest date indicated.

The unaudited pro forma combined historical financial statement supplement information included in Exhibit 99.4 does not necessarily indicate the combined results of operations or the combined financial position of the Firm that would have resulted had the merger actually been completed at the beginning of the applicable periods presented nor is it indicative of the results of operations or financial position of the Firm since July 1, 2004, nor is it indicative of the results of operations or financial position of the Firm in future periods. The information presented is intended to be supplementary financial information only and is not intended to be incorporated by reference into registration statements or reports filed by JPMorgan Chase under the Securities Act of 1933 or the Securities Exchange Act of 1934, as the case may be.

Item 9.01 Financial Statements and Exhibits


Exhibit Number		Description of Exhibit

99.1		JPMorgan Chase & Co. Pro Forma Combined Historical Financial Supplement*

99.2		JPMorgan Chase & Co. 2004 Third Quarter Results and Pro Forma Combined Historical Financial Supplement for the Six Quarters Ending June 30, 2004*

99.3		JPMorgan Chase & Co. 2004 Fourth Quarter Results and Pro Forma Combined Historical Financial Supplement for the Years Ending December 31, 2004 and 2003*

99.4		JPMorgan Chase & Co. 2005 First Quarter Results and Pro Forma Combined Historical Financial Supplement for the Two Quarters Ending June 30, 2004

Previously furnished

SIGNATURES

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

JPMORGAN CHASE & CO.
(Registrant)

By: /s/ Joseph L. Sclafani

Joseph L. Sclafani

Executive Vice President and Controller
[Principal Accounting Officer]

Dated: April 20, 2005

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

99.1		JPMorgan Chase & Co. Pro Forma Combined Historical Financial Supplement*

99.2		JPMorgan Chase & Co. 2004 Third Quarter Results and Pro Forma Combined Historical Financial Supplement for the Six Quarters Ending June 30, 2004*

99.3		JPMorgan Chase & Co. 2004 Fourth Quarter Results and Pro Forma Combined Historical Financial Supplement for the Years Ending December 31, 2004 and 2003*

99.4		JPMorgan Chase & Co. 2005 First Quarter Results and Pro Forma Combined Historical Financial Supplement for the Two Quarters Ending June 30, 2004

Previously furnished

Exhibit 99.4

(JPMORGANCHASE LOGO)

PRO FORMA COMBINED FINANCIAL SUPPLEMENT

FIRST QUARTER 2005


JPMORGAN CHASE & CO. TABLE OF CONTENTS


		Page
Consolidated Results
Financial Highlights		3
Statements of Income — Reported Basis		4
Consolidated Balance Sheets		5
Condensed Average Balance Sheets and Annualized Yields		6
Reconciliation from Reported to Operating Basis Summary		7
Business Detail
Statements of Income — Operating Basis		8
Line of Business Financial Highlights — Operating Basis		9
Investment Bank		10
Retail Financial Services		12
Card Services — Managed Basis		16
Commercial Banking		19
Treasury & Securities Services		20
Asset & Wealth Management		21
Corporate		24
Consolidated Credit-Related Information		26
Supplemental Detail
Capital		31
Glossary of Terms		32
Appendix : Reconciliation from Reported to Operating Basis		34

Page 1

EXPLANATORY NOTE

The unaudited pro forma combined historical financial information contained in this document is being furnished pursuant to Regulation FD in order to assist investors in understanding (i) how the financial information of JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) and Bank One Corporation (“Bank One”) may have appeared on a combined basis had the two companies actually been merged as of the earliest date indicated and (ii) how the financial information of the lines of business of the company may have appeared had the two companies actually been merged as of the earliest date indicated and had such business segments existed in the combined company as of the earliest date indicated. The information presented is intended to be supplementary financial information only and is not intended to be incorporated by reference into registration statements or reports filed by JPMorgan Chase & Co. under the Securities Act of 1933 or the Securities Exchange Act of 1934, as the case may be.

The unaudited pro forma combined historical financial information has been derived from and should be read in conjunction with the historical financial statements and related notes of JPMorgan Chase and Bank One, as filed with the Securities and Exchange Commission.

The unaudited pro forma combined historical financial information includes (i) purchase price adjustments as of July 1, 2004, to reflect the merger as of such date of Bank One with JPMorgan Chase, (ii) estimated adjustments to record the assets and liabilities of Bank One at their respective fair values as of July 1, 2004, and (iii) adjustments for changes in management accounting policies as of July 1, 2004.

The unaudited pro forma combined historical financial information is presented for illustrative purposes only. This information does not include:

(i)   the impact of the sale of the Bank One corporate trust business to JPMorgan Chase;

(ii)   any cost savings obtained since July 1, 2004 or anticipated to be obtained in the future from the merger;

(iii)   any merger-related costs incurred since July 1, 2004 or anticipated to be incurred in the future in connection with the merger;

(iv)   the impact of any share repurchases since July 1, 2004;

(v)   any change in the allocation of the purchase price adjustments or of the fair value adjustments since July 1, 2004;

(vi)   any adjustments for changes in management accounting policies or the impact of any conformance of management accounting policies since July 1, 2004.

For the reasons stated above, the unaudited pro forma combined historical financial information included in this document does not necessarily indicate the combined results of operations or the combined financial position of the company that would have resulted had the merger actually been completed at the beginning of the applicable periods presented nor is it indicative of the actual results of operations or the financial position of the Firm since July 1, 2004 nor is it indicative of the results of operations or the financial position of the Firm in future periods.

Page 2


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
SELECTED INCOME STATEMENT DATA
Total Net Revenue	$	13,647		$	12,950		$	12,505		$	13,279		$	13,807			5	%		(1	) %
Provision for Credit Losses		427			1,157			1,169			248			153			(63	)		179
Noninterest Expense		9,937			9,386			9,377			12,629			9,112			6			9
Net Income		2,264			1,666			1,418			433			3,027			36			(25	)

Per Common Share:
Net Income Per Share — Diluted	$	0.63		$	0.46		$	0.39		$	0.12		$	0.84			37			(25	)
Cash Dividends Declared Per Share		0.34			0.34			0.34			0.34			0.34			—			—
Book Value Per Share		29.78			29.61			29.42			29.06			29.73			1			—
Closing Share Price		34.60			39.01			39.73			38.77			41.95			(11	)		(18	)

Common Shares Outstanding:
Average — Diluted		3,569.8			3,602.0			3,592.0			3,588.6			3,590.4			(1	)		(1	)
Common Shares at Period-end		3,525.3			3,556.2			3,564.1			3,559.0			3,567.0			(1	)		(1	)

SELECTED RATIOS:
Return on Common Equity (“ROE”) (a)		9	%		6	%		5	%		2	%		12	%		300	bp		(300	) bp
Return on Equity-Goodwill (“ROE-GW”) (a) (b)		15			11			9			3			20			400			(500	)
Return on Assets (“ROA”) (a) (c)		0.79			0.57			0.50			0.15			1.08			22			(29	)
Tier 1 Capital Ratio		8.6	(d)		8.7			8.6			8.6			8.8			(10	)		(20	)
Total Capital Ratio		12.0	(d)		12.2			12.0			11.8			12.0			(20	)		—

SELECTED BALANCE SHEET DATA (Period-end)
Total Assets	$	1,178,305		$	1,157,248		$	1,138,469		$	1,153,304		$	1,156,905			2	%		2	%
Wholesale Loans		137,401			135,067			132,344			133,011			133,831			2			3
Consumer Loans		265,268			267,047			261,357			225,557			218,924			(1	)		21
Deposits		531,379			521,456			496,454			511,386			503,199			2			6
Common Stockholders’ Equity		105,001			105,314			104,844			103,439			106,041			—			(1	)

Headcount		164,381			160,968			162,275			165,608			167,052			2			(2	)

LINE OF BUSINESS EARNINGS
Investment Bank	$	1,325		$	660		$	627		$	1,016		$	1,351			101			(2	)
Retail Financial Services		988			775			822			938			744			27			33
Card Services		522			515			421			409			336			1			55
Commercial Banking		243			254			215			234			289			(4	)		(16	)
Treasury & Securities Services		245			145			96			103			93			69			163
Asset & Wealth Management		276			263			197			190			229			5			21
Corporate (e)		(687	)		(296	)		(219	)		(103	)		(15	)		(132	)		NM

Total Operating Earnings		2,912			2,316			2,159			2,787			3,027			26			(4	)
Reconciling Items (After-Tax):
Merger Costs		(90	)		(324	)		(462	)		(60	)		—			72			NM
Litigation Reserve Charge		(558	)		—			—			(2,294	)		—			NM			NM
Accounting Policy Conformity		—			(326	)		(279	)		—			—			NM			NM

Net Income	$	2,264		$	1,666		$	1,418		$	433		$	3,027			36			(25	)

(a)		Based on annualized amounts.
(b)		Net income applicable to common stock / Total average common equity (net of goodwill). The Firm uses return on equity less goodwill, a non-GAAP financial measure, to evaluate the operating performance of the Firm. The Firm utilizes this measure to facilitate operating comparisons to other competitors.
(c)		U.S. GAAP earnings / Total average assets
(d)		Estimated.
(e)		Includes Treasury, Private Equity, Support Units and the net effects remaining at the corporate level after the implementation of management accounting policies.

Page 3


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
REVENUE
Investment Banking Fees	$	993		$	1,073		$	879		$	939		$	744			(7	) %		33	%
Trading Revenue (a)		1,859			611			408			968			1,777			204			5
Lending & Deposit Related Fees		820			903			943			957			941			(9	)		(13	)
Asset Management, Administration and Commissions		2,455			2,285			2,141			2,258			2,295			7			7
Securities / Private Equity Gains (Losses)		(45	)		569			413			403			587			NM			NM
Mortgage Fees and Related Income		405			130			277			360			258			212			57
Credit Card Income		1,734			1,822			1,782			1,686			1,556			(5	)		11
Other Income		201			228			210			434			338			(12	)		(41	)

Noninterest Revenue		8,422			7,621			7,053			8,005			8,496			11			(1	)

Interest Income		10,632			9,862			9,493			8,736			8,854			8			20
Interest Expense		5,407			4,533			4,041			3,462			3,543			19			53

Net Interest Income		5,225			5,329			5,452			5,274			5,311			(2	)		(2	)


TOTAL NET REVENUE		13,647			12,950			12,505			13,279			13,807			5			(1	)


Provision for Credit Losses		427			1,157			1,169			248			153			(63	)		179

NONINTEREST EXPENSE
Compensation Expense		4,702			4,211			4,050			4,227			4,567			12			3
Occupancy Expense		525			609			604			596			594			(14	)		(12	)
Technology and Communications Expense		920			1,051			1,046			960			989			(12	)		(7	)
Professional & Outside Services		1,074			1,191			1,103			1,106			1,197			(10	)		(10	)
Marketing		483			428			506			521			489			13			(1	)
Other Expense		805			981			920			1,037			885			(18	)		(9	)
Amortization of Intangibles		383			392			396			392			391			(2	)		(2	)

Total Noninterest Expense before Merger Costs and Litigation Reserve Charge		8,892			8,863			8,625			8,839			9,112			—			(2	)
Merger Costs		145			523			752			90			—			(72	)		NM
Litigation Reserve Charge		900			—			—			3,700			—			NM			NM

TOTAL NONINTEREST EXPENSE		9,937			9,386			9,377			12,629			9,112			6			9


Income before Income Tax Expense		3,283			2,407			1,959			402			4,542			36			(28	)
Income Tax Expense (Benefit)		1,019			741			541			(31	)		1,515			38			(33	)

NET INCOME	$	2,264		$	1,666		$	1,418		$	433		$	3,027			36			(25	)

NET INCOME APPLICABLE TO COMMON STOCK	$	2,259		$	1,653		$	1,405		$	420		$	3,014			37			(25	)


NET INCOME PER COMMON SHARE
Basic Earnings per Share	$	0.64		$	0.47		$	0.40		$	0.12		$	0.86			36			(26	)
Diluted Earnings per Share		0.63			0.46			0.39			0.12			0.84			37			(25	)

Average Basic Shares		3,517.5			3,514.7			3,513.5			3,509.4			3,503.7			—			—
Average Diluted Shares		3,569.8			3,602.0			3,592.0			3,588.6			3,590.4			(1	)		(1	)

FINANCIAL RATIOS
ROE		9	%		6	%		5	%		2	%		12	%		300	bp		(300	) bp
ROE-GW		15			11			9			3			20			400			(500	)
ROA		0.79			0.57			0.50			0.15			1.08			22			(29	)
Effective Income Tax Rate		31			31			28			8			33			—			(200	)
Overhead Ratio		73			72			75			95			66			100			700

Headcount		164,381			160,968			162,275			165,608			167,052			2	%		(2)	%

(a)

Trading NII is not included in trading revenue. See page 10 for additional details.

Page 4


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



																Mar 31, 2005
										PRO FORMA COMBINED						Change
	Mar 31			Dec 31			Sep 30			Jun 30			Mar 31			Dec 31			Mar 31
	2005			2004			2004			2004			2004			2004			2004
ASSETS
Cash and Due from Banks	$	37,593		$	35,168		$	30,815		$	38,193		$	35,094			7	%		7	%
Deposits with Banks		14,331			21,680			33,082			46,445			40,380			(34	)		(65	)
Federal Funds Sold and Securities Purchased under Resale Agreements		132,751			101,354			96,031			112,236			87,501			31			52
Securities Borrowed		53,174			47,428			50,546			45,725			51,923			12			2
Trading Assets:
Debt and Equity Instruments		230,725			222,832			214,852			190,772			198,269			4			16
Derivative Receivables		60,388			65,982			57,795			55,086			63,898			(8	)		(5	)
Securities		75,251			94,512			92,816			135,427			155,239			(20	)		(52	)
Interests in Purchased Receivables		28,484			31,722			30,479			30,184			28,912			(10	)		(1	)
Loans (Net of Allowance for Loan Losses)		395,734			394,794			386,208			351,478			345,312			—			15
Private Equity Investments		7,333			7,735			8,547			9,149			9,390			(5	)		(22	)
Accrued Interest and Accounts Receivable		21,098			21,409			19,876			21,712			19,947			(1	)		6
Premises and Equipment		9,344			9,145			8,880			8,992			9,028			2			4
Goodwill		43,440			43,203			42,947			43,016			43,018			1			1
Other Intangible Assets:
Mortgage Servicing Rights		5,663			5,080			5,168			5,797			4,268			11			33
Purchased Credit Card Relationships		3,703			3,878			4,055			4,527			4,608			(5	)		(20	)
All Other Intangibles		5,514			5,726			5,945			5,873			5,899			(4	)		(7	)
Other Assets		53,779			45,600			50,427			48,692			54,219			18			(1	)

TOTAL ASSETS	$	1,178,305		$	1,157,248		$	1,138,469		$	1,153,304		$	1,156,905			2			2


LIABILITIES
Deposits:
U.S. Offices:
Noninterest-Bearing	$	130,533		$	129,257		$	122,054		$	130,740		$	123,891			1			5
Interest-Bearing		271,592			261,673			254,611			248,499			248,231			4			9
Non-U.S. Offices:
Noninterest-Bearing		6,669			6,931			7,259			7,867			8,321			(4	)		(20	)
Interest-Bearing		122,585			123,595			112,530			124,280			122,756			(1	)		—

Total Deposits		531,379			521,456			496,454			511,386			503,199			2			6
Federal Funds Purchased and Securities Sold under Repurchase Agreements		137,062			127,787			167,313			159,875			163,329			7			(16	)
Commercial Paper		13,063			12,605			10,307			15,370			15,707			4			(17	)
Other Borrowed Funds		10,124			9,039			9,454			11,920			14,177			12			(29	)
Trading Liabilities:
Debt and Equity Instruments		96,090			87,942			78,767			82,625			82,843			9			16
Derivative Payables		57,626			63,265			52,307			46,620			58,127			(9	)		(1	)
Accounts Payable, Accrued Expenses and Other Liabilities (including the Allowance for Lending-Related Commitments)		72,183			75,722			68,675			75,449			67,344			(5	)		7
Beneficial Interests Issued by Consolidated VIEs		44,827			48,061			45,840			44,873			44,295			(7	)		1
Long-Term Debt		99,329			95,422			91,754			90,693			94,102			4			6
Junior Subordinated Deferrable Interest Debentures Held by Trusts that Issued Guaranteed Capital Debt Securities		11,282			10,296			11,745			10,045			6,732			10			68

TOTAL LIABILITIES		1,072,965			1,051,595			1,032,616			1,048,856			1,049,855			2			2

STOCKHOLDERS’ EQUITY
Preferred Stock		339			339			1,009			1,009			1,009			—			(66	)
Common Stock		3,598			3,585			3,576			3,560			3,553			—			1
Capital Surplus		73,394			72,801			72,183			71,469			71,677			1			2
Retained Earnings		31,253			30,209			29,779			29,596			30,878			3			1
Accumulated Other Comprehensive Income (Loss)		(623	)		(208	)		(242	)		(911	)		177			(200	)		NM
Treasury Stock, at Cost		(2,621	)		(1,073	)		(452	)		(275	)		(244	)		(144	)		NM

TOTAL STOCKHOLDERS’ EQUITY		105,340			105,653			105,853			104,448			107,050			—			(2	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,178,305		$	1,157,248		$	1,138,469		$	1,153,304		$	1,156,905			2			2

Page 5


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
AVERAGE BALANCES
ASSETS
Deposits with Banks	$	15,232		$	31,799		$	34,166		$	30,480		$	25,052			(52	) %		(39)	%
Federal Funds Sold and Securities Purchased under Resale Agreements		121,189			104,038			102,042			93,955			89,827			16			35
Securities Borrowed		52,449			47,663			47,087			55,778			51,828			10			1
Trading Assets — Debt Instruments		187,669			186,013			170,663			159,783			176,576			1			6
Securities		93,438			92,294			94,720			143,860			145,831			1			(36	)
Interests in Purchased Receivables		29,277			30,491			28,917			28,982			33,681			(4	)		(13	)
Loans		398,494			400,841			390,753			359,871			351,189			(1	)		13

Total Interest-Earning Assets		897,748			893,139			868,348			872,709			873,984			1			3
Trading Assets — Equity Instruments		43,717			35,803			30,275			38,934			20,002			22			119
All Other Noninterest-Earning Assets		221,353			225,946			218,712			232,608			231,163			(2	)		(4	)

TOTAL ASSETS	$	1,162,818		$	1,154,888		$	1,117,335		$	1,144,251		$	1,125,149			1			3


LIABILITIES
Interest-Bearing Deposits	$	388,355		$	377,368		$	365,104		$	376,087		$	357,525			3			9
Federal Funds Purchased and Securities Sold under Repurchase Agreements		151,335			158,633			163,206			166,544			162,284			(5	)		(7	)
Commercial Paper		12,665			10,885			12,497			14,625			13,776			16			(8	)
Other Borrowings (a)		98,259			89,674			84,387			84,757			88,665			10			11
Beneficial Interests Issued by Consolidated VIEs		45,294			46,366			43,308			44,516			48,026			(2	)		(6	)
Long-Term Debt		108,004			104,599			101,060			99,570			98,627			3			10

Total Interest-Bearing Liabilities		803,912			787,525			769,562			786,099			768,903			2			5
Noninterest-Bearing Liabilities		253,222			261,487			242,395			251,917			250,901			(3	)		1

TOTAL LIABILITIES		1,057,134			1,049,012			1,011,957			1,038,016			1,019,804			1			4

Preferred Stock		339			1,002			1,009			1,009			1,009			(66	)		(66	)
Common Stockholders’ Equity		105,345			104,874			104,369			105,226			104,336			—			1

TOTAL STOCKHOLDERS’ EQUITY		105,684			105,876			105,378			106,235			105,345			—			—

TOTAL LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	$	1,162,818		$	1,154,888		$	1,117,335		$	1,144,251		$	1,125,149			1			3


AVERAGE RATES
INTEREST-EARNING ASSETS
Deposits with Banks		4.11	%		2.60	%		1.53	%		1.72	%		1.73	%		151	bp		238	bp
Federal Funds Sold and Securities Purchased under Resale Agreements		2.43			2.03			1.85			1.43			1.43			40			100
Securities Borrowed		1.71			1.34			1.01			0.67			0.79			37			92
Trading Assets — Debt and Equity Instruments		4.89			4.44			4.64			4.36			4.32			45			57
Securities		4.93			4.43			4.42			4.73			4.39			50			54
Interests in Purchased Receivables		2.58			2.11			1.63			1.26			1.23			47			135
Loans		6.11			5.66			5.67			5.18			5.38			45			73
Total Interest-Earning Assets		4.83			4.40			4.33			4.00			4.06			43			77

INTEREST-BEARING LIABILITIES
Interest-Bearing Deposits		2.07			1.75			1.43			1.29			1.36			32			71
Federal Funds Purchased and Securities Sold under Repurchase Agreements		2.46			1.95			1.52			1.17			1.24			51			122
Commercial Paper		2.62			2.26			1.49			0.96			0.96			36			166
Other Borrowings (a)		5.06			4.13			5.16			4.45			4.47			93			59
Beneficial Interests Issued by Consolidated VIEs		2.44			1.97			1.58			1.46			1.26			47			118
Long-Term Debt		3.47			3.31			3.10			2.56			2.71			16			76
Total Interest-Bearing Liabilities		2.73			2.29			2.09			1.77			1.85			44			88

INTEREST RATE SPREAD		2.10	%		2.11	%		2.24	%		2.23	%		2.21	%		(1	)		(11	)

NET YIELD ON INTEREST-EARNING ASSETS		2.39	%		2.38	%		2.48	%		2.41	%		2.43	%		1			(4	)

NET YIELD ON INTEREST-EARNING ASSETS ADJUSTED FOR SECURITIZATIONS		2.95	%		2.95	%		3.05	%		3.14	%		3.15	%		—			(20	)

(a)

Includes securities sold but not yet purchased.

Page 6

(JPMORGANCHASE LOGO)

OPERATING BASIS

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

In addition, operating basis excludes the Merger Costs, the Litigation Reserve Charge and Accounting Policy Conformity Adjustments related to the Merger, as management believes these items are not part of the Firm’s normal daily business operations (and, therefore, not indicative of trends), and do not provide meaningful comparisons with other periods.

Finally, Operating revenue (Noninterest Revenue and Net interest income) for each of the segments and the Firm is presented on a tax-equivalent basis. Accordingly, revenue from tax-exempt securities and investments that receive tax credits are presented in the operating results on a basis comparable to taxable securities and investments. This allows management to assess the comparability of revenues arising from both taxable and tax-exempt sources. The corresponding tax impact related to these items is recorded within Income tax expense. In the first quarter of 2005, the Corporate sector’s and the Firm’s results have been restated to be presented on a tax-equivalent basis. Previously, only the segments’ operating results were presented on a tax- equivalent basis, and the impact of the segments’ tax-equivalent adjustments was eliminated in the Corporate sector. This restatement had no impact on the Corporate sector’s or the Firm’s operating earnings.


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

JPMorgan Chase prepares its Consolidated financial statements using accounting principles generally accepted in the United States of America (“U.S. GAAP”), which is referred to as “reported basis.” This presentation provides the reader with an understanding of the Firm’s results that can be consistently tracked from year to year and enables comparisons to the Firm’s performance with other companies’ U.S. GAAP financial statements. In additional to analyzing the Firm’s results on a reported basis, management reviews line-of-business results on an “operating basis,” which is a non-GAAP financial measure. The financial information that is presented on the following pages is presented on an operating basis; for additional information, see the previous page for a more detailed definition of operating basis and the Appendix.



										PRO FORMA COMBINED					1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR		Change
	2005			2004			2004			2004			2004		4QTR 2004			1QTR 2004
TOTAL NET REVENUE
Total Net Revenue — Reported	$	13,647		$	12,950		$	12,505		$	13,279		$	13,807		5	%		(1	) %
Impact of:
Credit Card Securitizations		917			1,011			928			1,358			1,324		(9	)		(31	)
Accounting Policy Conformity Adjustments		—			—			118			—			—		NM			NM
Tax Equivalent Adjustments		176			188			28			139			125		(6	)		41

Total Net Revenue — Operating	$	14,740		$	14,149		$	13,579		$	14,776		$	15,256		4			(3	)


PROVISION FOR CREDIT LOSSES
Provision for Credit Losses — Reported	$	427		$	1,157		$	1,169		$	248		$	153		(63	)		179
Impact of:
Credit Card Securitizations		917			1,011			928			1,358			1,324		(9	)		(31	)
Accounting Policy Conformity Adjustments		—			(525	)		(333	)		—			—		NM			NM

Provision for Credit Losses — Operating	$	1,344		$	1,643		$	1,764		$	1,606		$	1,477		(18	)		(9	)


TOTAL NONINTEREST EXPENSE
Total Noninterest Expense — Reported	$	9,937		$	9,386		$	9,377		$	12,629		$	9,112		6			9
Impact of:
Merger Costs		(145	)		(523	)		(752	)		(90	)		—		72			NM
Litigation Reserve Charges		(900	)		—			—			(3,700	)		—		NM			NM

Total Noninterest Expense — Operating	$	8,892		$	8,863		$	8,625		$	8,839		$	9,112		—			(2	)


INCOME TAX EXPENSE
Income Tax Expense — Reported	$	1,019		$	741		$	541		$	(31	)	$	1,515		38			(33	)
Impact of:
Merger Costs		55			199			290			30			—		(72	)		NM
Litigation Reserve Charges		342			—			—			1,406			—		NM			NM
Accounting Policy Conformity Adjustments		—			199			172			—			—		NM			NM
Tax Equivalent Adjustments		176			188			28			139			125		(6	)		41

Income Tax Expense — Operating	$	1,592		$	1,327		$	1,031		$	1,544		$	1,640		20			(3	)


NET INCOME
Net Income — Reported	$	2,264		$	1,666		$	1,418		$	433		$	3,027		36			(25	)
Impact of:
Merger Costs		90			324			462			60			—		(72	)		NM
Litigation Reserve Charges		558			—			—			2,294			—		NM			NM
Accounting Policy Conformity Adjustments		—			326			279			—			—		NM			NM

Net Income — Operating	$	2,912		$	2,316		$	2,159		$	2,787		$	3,027		26			(4	)

Page 7


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4Q 2004			1Q 2004
REVENUE
Investment Banking Fees	$	993		$	1,073		$	879		$	939		$	744			(7	) %		33	%
Trading-Related Revenue (Including Trading NII)		2,187			1,122			832			1,407			2,353			95			(7	)
Lending & Deposit Related Fees		820			903			943			957			941			(9	)		(13	)
Asset Management, Administration and Commissions		2,455			2,285			2,141			2,258			2,295			7			7
Securities / Private Equity Gains (Losses)		(45	)		569			413			403			587			NM			NM
Mortgage Fees and Related Income		405			130			277			360			258			212			57
Credit Card Income		919			1,036			934			975			807			(11	)		14
Other Income		316			407			389			559			459			(22	)		(31	)

Noninterest Revenue		8,050			7,525			6,808			7,858			8,444			7			(5	)


Interest Income		12,592			11,233			11,000			10,530			10,509			12			20
Interest Expense		5,902			4,609			4,229			3,612			3,697			28			60

Net Interest Income		6,690			6,624			6,771			6,918			6,812			1			(2	)


TOTAL NET REVENUE		14,740			14,149			13,579			14,776			15,256			4			(3	)


Managed Provision for Credit Losses		1,344			1,643			1,764			1,606			1,477			(18	)		(9	)

NONINTEREST EXPENSE
Compensation Expense		4,702			4,211			4,050			4,227			4,567			12			3
Occupancy Expense		525			609			604			596			594			(14	)		(12	)
Technology and Communications Expense		920			1,051			1,046			960			989			(12	)		(7	)
Professional & Outside Services		1,074			1,191			1,103			1,106			1,197			(10	)		(10	)
Marketing		483			428			506			521			489			13			(1	)
Other Expense		805			981			920			1,037			885			(18	)		(9	)
Amortization of Intangibles		383			392			396			392			391			(2	)		(2	)

TOTAL NONINTEREST EXPENSE		8,892			8,863			8,625			8,839			9,112			—			(2	)


Operating Earnings before Income Tax Expense		4,504			3,643			3,190			4,331			4,667			24			(3	)
Income Tax Expense		1,592			1,327			1,031			1,544			1,640			20			(3	)

OPERATING EARNINGS	$	2,912		$	2,316		$	2,159		$	2,787		$	3,027			26			(4	)


Operating Earnings Per Common Share
Diluted EPS	$	0.81		$	0.64		$	0.60		$	0.77		$	0.84			27			(4	)

Operating Financial Ratios
ROE		11	%		9	%		8	%		11	%		12	%		200	bp		(100	) bp
ROE-GW		19			15			14			18			20			400			(100	)
ROA		0.96			0.75			0.72			0.92			1.02			21			(6	)
Effective Income Tax Rate		35			36			32			36			35			(100	)		—
Overhead Ratio		60			63			64			60			60			(300	)		—

RECONCILIATION OF OPERATING EARNINGS PER SHARE TO NET INCOME PER SHARE — DILUTED
Operating Earnings	$	0.81		$	0.64		$	0.60		$	0.77		$	0.84			27	%		(4	) %
Reconciling Items (Net of Taxes):
Merger Costs		(0.03	)		(0.09	)		(0.13	)		(0.02	)		—			67			NM
Litigation Reserve Charge		(0.15	)		—			—			(0.63	)		—			NM			NM
Accounting Policy Conformity		—			(0.09	)		(0.08	)		—			—			NM			NM

Net Income	$	0.63		$	0.46		$	0.39		$	0.12		$	0.84			37			(25	)

Page 8


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
REVENUE
Investment Bank	$	4,180		$	3,201		$	2,701		$	3,397		$	4,207			31	%		(1	) %
Retail Financial Services		3,847			3,545			3,800			3,947			3,784			9			2
Card Services		3,779			3,830			3,771			3,776			3,624			(1	)		4
Commercial Banking		850			885			833			866			833			(4	)		2
Treasury & Securities Services		1,482			1,413			1,339			1,368			1,280			5			16
Asset & Wealth Management		1,361			1,310			1,193			1,185			1,213			4			12
Corporate		(759	)		(35	)		(58	)		237			315			NM			NM

TOTAL NET REVENUE	$	14,740		$	14,149		$	13,579		$	14,776		$	15,256			4			(3	)


OPERATING EARNINGS
Investment Bank	$	1,325		$	660		$	627		$	1,016		$	1,351			101			(2	)
Retail Financial Services		988			775			822			938			744			27			33
Card Services		522			515			421			409			336			1			55
Commercial Banking		243			254			215			234			289			(4	)		(16	)
Treasury & Securities Services		245			145			96			103			93			69			163
Asset & Wealth Management		276			263			197			190			229			5			21
Corporate		(687	)		(296	)		(219	)		(103	)		(15	)		(132	)		NM

TOTAL OPERATING EARNINGS	$	2,912		$	2,316		$	2,159		$	2,787		$	3,027			26			(4	)


AVERAGE EQUITY (a)
Investment Bank	$	20,000		$	20,000		$	20,000		$	20,000		$	20,000			—			—
Retail Financial Services		13,100			13,050			13,050			13,050			13,050			—			—
Card Services		11,800			11,800			11,800			11,800			11,800			—			—
Commercial Banking		3,400			3,400			3,400			3,400			3,400			—			—
Treasury & Securities Services		1,900			1,900			1,900			1,900			1,900			—			—
Asset & Wealth Management		2,400			2,400			2,400			2,400			2,400			—			—
Corporate (b)		52,745			52,324			51,819			52,676			51,786			1			2

TOTAL AVERAGE EQUITY	$	105,345		$	104,874		$	104,369		$	105,226		$	104,336			—			1


RETURN ON EQUITY (a)
Investment Bank		27	%		13	%		12	%		20	%		27	%		1,400	bp		—	bp
Retail Financial Services		31			24			25			29			23			700			800
Card Services		18			17			14			14			11			100			700
Commercial Banking		29			30			25			28			34			(100	)		(500	)
Treasury & Securities Services		52			30			20			22			20			2,200			3,200
Asset & Wealth Management		47			44			33			32			38			300			900
JPMC ROE		11			9			8			11			12			200			(100	)
JPMC ROE-GW		19			15			14			18			20			400			(100	)

(a)		As a result of the Merger, new capital allocation methodologies were implemented during the third quarter of 2004. The capital allocated to each line of business considers several factors: stand-alone peer comparables, economic risk measures and regulatory capital requirements. In addition, effective with the third quarter of 2004, goodwill, as well as the associated capital, is only allocated to the Corporate line of business. Prior periods have not been revised to reflect these new methodologies and also may not be comparable to the presentation beginning in the third quarter of 2004.
(b)		Effective with the third quarter of 2004, all goodwill is allocated to the Corporate line of business. Prior to the third quarter of 2004, goodwill was allocated to the various lines of business.

Page 9


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
INCOME STATEMENT
REVENUE
Investment Banking Fees:
Advisory	$	263		$	250		$	273		$	269		$	147			5	%		79	%
Equity Underwriting		239			213			170			223			179			12			34
Debt Underwriting		483			617			468			445			417			(22	)		16

Total Investment Banking Fees		985			1,080			911			937			743			(9	)		33

Trading-Related Revenue: (a)
Fixed Income and Other		1,915			1,173			657			1,361			1,940			63			(1	)
Equities		225			(42	)		220			(88	)		333			NM			(32	)
Credit Portfolio		59			(44	)		(35	)		55			54			NM			9

Total Trading-Related Revenue		2,199			1,087			842			1,328			2,327			102			(6	)

Lending & Deposit Related Fees		157			176			155			172			155			(11	)		1
Asset Management, Administration and Commissions		408			346			313			357			405			18			1
Other Income		127			178			91			128			105			(29	)		21

Noninterest Revenue		3,876			2,867			2,312			2,922			3,735			35			4
Net Interest Income (a)		304			334			389			475			472			(9	)		(36	)

TOTAL NET REVENUE (b)		4,180			3,201			2,701			3,397			4,207			31			(1	)


Provision for Credit Losses		(366	)		(173	)		(151	)		(315	)		(303	)		(112	)		(21	)
Credit Reimbursement from TSS (c)		38			43			43			43			43			(12	)		(12	)

NONINTEREST EXPENSE
Compensation Expense		1,616			1,389			992			1,240			1,492			16			8
Noncompensation Expense		909			1,001			932			935			936			(9	)		(3	)

TOTAL NONINTEREST EXPENSE		2,525			2,390			1,924			2,175			2,428			6			4


Operating Earnings Before Income Tax Expense		2,059			1,027			971			1,580			2,125			100			(3	)
Income Tax Expense (Benefit)		734			367			344			564			774			100			(5	)

OPERATING EARNINGS	$	1,325		$	660		$	627		$	1,016		$	1,351			101			(2	)


FINANCIAL RATIOS
ROE		27	%		13	%		12	%		20	%		27	%		1,400	bp		—	bp
ROA		0.95			0.49			0.50			0.81			1.09			46			(14	)
Overhead Ratio		60			75			71			64			58			(1,500	)		200
Compensation Expense as a % of Total Net Revenue		39			43			37			37			35			(400	)		400


	YTD	Full Year
	2005	2004
MARKET SHARE / RANKINGS (d)
Global Debt, Equity and Equity-Related	6% / #5	7% / #3
Global Syndicated Loans	13% / #1	19% / #1
Global Long-Term Debt	6% / #5	7% / #2
Global Equity and Equity-Related	10% / #4	6% / #6
Global Announced M&A	25% / #4	25% / #3
U.S. Debt, Equity and Equity-Related	7 % / #4	8% / #5
U.S. Syndicated Loans	27% / #1	32% / #1
U.S. Long-Term Debt	7% / #4	12% / #2
U.S. Equity and Equity-Related	11% / #4	8% / #6
U.S. Announced M&A	22% / #6	33% / #1

(a)		Trading revenue, on a reported basis, excludes the impact of net interest income related to IB’s trading activities; this income is recorded in Net interest income. However, in this presentation, to assess the profitability of IB’s trading business, the Firm combines these revenues for segment reporting. The amount reclassified from Net interest income to Trading revenue was $324 million, $511 million, $430 million, $427 million and $581 million during the quarters ended March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004 and March 31, 2004, respectively.
(b)		Total net revenue includes tax equivalent adjustments of $155 million, $167 million, $9 million, $115 million and $100 million for the quarters ended March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004, and March 31, 2004, respectively.
(c)		TSS is charged a credit reimbursement related to certain exposures managed within the IB credit portfolio on behalf of clients shared with TSS.
(d)		Derived from Thomson Financial Securities Data. Global announced M&A is based on rank value; all other rankings are based on proceeds, with full credit to each book manager/equal if joint. Because of joint assignments, market share of all participants will add up to more than 100%. The market share and rankings are presented on a combined basis reflecting the merger of JPMorgan Chase and Bank One, as disclosed by Thomson Financial Securities Data.

Page 10


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
REVENUE BY BUSINESS
Investment Banking Fees	$	985		$	1,080		$	911		$	937		$	743			(9	) %		33	%
Fixed Income Markets		2,289			1,530			1,115			1,815			2,330			50			(2	)
Equities Markets		556			243			455			194			674			129			(18	)
Credit Portfolio		350			348			220			451			460			1			(24	)

Total Net Revenue	$	4,180		$	3,201		$	2,701		$	3,397		$	4,207			31			(1	)


REVENUE BY REGION
Americas	$	2,224		$	1,829		$	1,591		$	1,936		$	2,376			22			(6	)
Europe/Middle East/Africa		1,535			1,013			741			1,042			1,307			52			17
Asia/Pacific		421			359			369			419			524			17			(20	)

Total Net Revenue	$	4,180		$	3,201		$	2,701		$	3,397		$	4,207			31			(1	)


SELECTED BALANCE SHEET (Average)
Total Assets (a)	$	566,778		$	533,898		$	496,347		$	503,396		$	496,529			6			14
Trading Assets — Debt and Equity Instruments (b)		225,367			219,466			197,150			192,940			186,679			3			21
Trading Assets — Derivative Receivables		63,574			65,417			60,465			56,151			61,664			(3	)		3
Loans (c)		47,468			47,674			45,779			48,968			49,318			—			(4	)
Adjusted Assets (d)		445,840			432,085			401,010			398,643			397,473			3			12
Equity		20,000			20,000			20,000			20,000			20,000			—			—

Headcount		17,993			17,478			17,420			17,795			17,088			3			5

CREDIT DATA AND QUALITY STATISTICS
Net Charge-offs	$	(5	)	$	14		$	(16	)	$	3		$	24			NM			NM
Nonperforming Assets
- Nonperforming Loans (e)		814			954			1,075			1,345			1,703			(15	)		(52	)
- Other Nonperforming Assets		242			242			246			339			357			—			(32	)
Allowance for Loan Losses		1,191			1,547			1,841			1,382			1,698			(23	)		(30	)
Allowance for Lending Related Commitments		296			305			358			447			479			(3	)		(38	)

Net Charge-off Rate (c)		(0.05	) %		0.14	%		(0.17)	%		0.03	%		0.22	%		(19	) bp		(27	) bp
Allowance for Loan Losses to Average Loans (c)		3.03			3.87			4.78			3.16			3.90			(84	)		(87	)
Allowance for Loan Losses to Nonperforming Loans (e)		147			163			172			103			101			(1,600	)		4,600
Nonperforming Loans to Average Loans		1.71			2.00			2.35			2.75			3.45			(29	)		(174	)

MARKET RISK — AVERAGE TRADING AND CREDIT PORTFOLIO VAR (f) (g)
Trading Activities:
Fixed Income (f)	$	57		$	68		$	80		NA			NA				(16	) %		NM
Foreign Exchange		23			18			13		NA			NA				28			NM
Equities		18			20			25		NA			NA				(10	)		NM
Commodities and Other		10			9			10		NA			NA				11			NM
Diversification		(43	)		(42	)		(43	)	NA			NA				(2	)		NM

Total Trading VAR		65			73			85		NA			NA				(11	)		NM

Credit Portfolio VAR (g)		13			13			13		NA			NA				—			NM
Diversification		(8	)		(7	)		(9	)	NA			NA				(14	)		NM

Total Trading and Credit Portfolio VAR	$	70		$	79		$	89		NA			NA				(11	)		NM

(a)		Total average assets include the Firm’s Excess Liquidity Program investments of $14 billion and $2 billion for the quarters ended March 31, 2005 and December 31, 2004, respectively.
(b)		Prior periods have been restated to conform with current presentation.
(c)		Loans include loans held for sale of $8,154 million, $7,684 million, $7,281 million, $5,259 million and $5,742 million for the quarters ended March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004 and March 31, 2004, respectively. These amounts are not included in the allowance coverage ratios and net charge-off rates.
(d)		Adjusted assets, a non-GAAP financial measure, equals total assets minus (1) securities purchased under resale agreements and securities borrowed less securities sold, not yet purchased, (2) assets of VIEs consolidated under FIN 46R, (3) cash and securities segregated and on deposit for regulatory and other purposes and (4) goodwill and intangibles. The amount of adjusted assets is presented to assist the reader in comparing the IB’s asset and capital levels to other investment banks in the securities industry. Asset to equity leverage ratios are commonly used as one measure to assess a company’s capital adequacy. The IB believes an adjusted asset amount, which excludes certain assets considered to have a low risk profile, provides a more meaningful measure of balance sheet leverage in the securities industry.
(e)		Nonperforming loans include loans held for sale of $2 million, $2 million, $4 million, $2 million and $30 million as of March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004 and March 31, 2004, respectively. These amounts are not included in the allowance coverage ratios.
(f)		Includes all mark-to-market trading activities, plus available-for-sale securities held for IB investing purposes.
(g)		Includes VAR on derivative credit valuation adjustments, credit valuation adjustment hedges and mark-to-market loan hedges, which are reported in Trading Revenue. This VAR does not include the accrual loan portfolio, which is not marked to market.

Page 11


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
INCOME STATEMENT
REVENUE
Lending & Deposit Related Fees	$	340		$	373		$	395		$	375		$	358			(9	) %		(5)	%
Asset Management, Administration and Commissions		351			323			331			338			357			9			(2	)
Securities / Private Equity Gains (Losses)		10			(89	)		6			—			—			NM			NM
Mortgage Fees and Related Income		411			162			255			398			261			154			57
Credit Card Income		94			97			89			89			75			(3	)		25
Other Income		(12	)		27			18			65			4			NM			NM

Noninterest Revenue		1,194			893			1,094			1,265			1,055			34			13
Net Interest Income		2,653			2,652			2,706			2,608			2,625			—			1

TOTAL NET REVENUE		3,847			3,545			3,800			3,873			3,680			9			5


Provision for Credit Losses		94			78			239			175			197			21			(52	)

NONINTEREST EXPENSE
Compensation Expense		822			807			855			840			897			2			(8	)
Noncompensation Expense		1,215			1,276			1,250			1,297			1,349			(5	)		(10	)
Amortization of Intangibles		125			132			133			133			133			(5	)		(6	)

TOTAL NONINTEREST EXPENSE		2,162			2,215			2,238			2,270			2,379			(2	)		(9	)


Operating Earnings before Income Tax Expense and Non-Core Portfolio Actions		1,591			1,252			1,323			1,428			1,104			27			44
Income Tax Expense (Benefit)		603			477			501			536			413			26			46

Operating Earnings before Non-Core Portfolio Actions		988			775			822			892			691			27			43


Non-Core Portfolio Actions: (a)
Impacts to:
Other Income		—			—			—			74			104			NM			NM
Provision for Credit Losses		—			—			—			—			18			NM			NM

Total Non-Core Portfolio Actions		—			—			—			74			86			NM			NM
Income Tax Expense (Benefit)		—			—			—			28			33			NM			NM

Operating Earnings from Non-Core Portfolio Actions		—			—			—			46			53			NM			NM

OPERATING EARNINGS	$	988		$	775		$	822		$	938		$	744			27			33


FINANCIAL RATIOS
ROE		31	%		24	%		25	%		29	%		23	%		700	bp		800	bp
ROA		1.78			1.35			1.44			1.67			1.36			43			42
Overhead Ratio		56			62			59			58			63			(600	)		(700	)

SELECTED BALANCE SHEET (Ending)
Total Assets	$	224,562		$	226,560		$	227,952		$	225,646		$	217,191			(1	) %		3	%
Loans (b)		199,215			202,473			201,116			196,576			189,737			(2	)		5
Core Deposits (c)(d)		162,241			156,885			154,589			156,009			156,389			3			4
Total Deposits (d)		187,225			182,372			180,307			182,682			183,433			3			2

SELECTED BALANCE SHEET (Average)
Total Assets	$	225,120		$	228,647		$	227,716		$	226,193		$	220,424			(2	)		2
Loans (e)		198,494			202,419			198,244			195,912			190,350			(2	)		4
Core Deposits (c)(d)		159,682			159,015			158,800			160,870			152,955			—			4
Total Deposits (d)		184,336			183,105			183,501			186,591			179,666			1			3
Equity		13,100			13,050			13,050			13,050			13,050			—			—

Headcount		59,322			59,632			60,691			62,704			64,015			(1	)		(7	)

CREDIT DATA AND QUALITY STATISTICS
Net Charge-offs (f)	$	152		$	606		$	219		$	176		$	236			(75	)		(36	)
Nonperforming Loans (g)		1,150			1,161			1,308			1,282			1,483			(1	)		(22	)
Nonperforming Assets		1,351			1,385			1,557			1,551			1,796			(2	)		(25	)
Allowance for Loan Losses		1,168			1,228			1,764			1,907			1,909			(5	)		(39	)

Net Charge-off Rate (e)		0.34	%		1.28	%		0.47	%		0.40	%		0.56	%		(94	) bp		(22	) bp
Allowance for Loan Losses to Ending Loans (b)		0.64			0.67			0.94			1.07			1.12			(3	)		(48	)
Allowance for Loan Losses to Nonperforming Loans (g)		104			107			143			168			153			(300	)		(4,900	)
Nonperforming Loans to Total Loans		0.58			0.57			0.65			0.65			0.78			1			(20	)

(a)		Includes gains on loan sales, valuation adjustments and loan loss reserve increases on the Bank One brokered home equity portfolio.
(b)		End of period loans include loans held for sale of $16,532 million, $18,022 million, $12,816 million, $17,782 million and $19,499 million at March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004, and March 31, 2004, respectively. These amounts are not included in the allowance coverage ratios.
(c)		Includes demand and savings deposits.
(d)		Reflects the transfer of certain consumer deposits from Retail Financial Services to Asset & Wealth Management.
(e)		Average loans include loans held for sale of $15,861 million, $13,534 million, $14,479 million, $19,818 million and $21,165 million for the quarters ended March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004, and March 31, 2004, respectively. These amounts are not included in the net charge-off rate.
(f)		Includes $406 million of net charge-offs related to the Manufactured Home Loan portfolio in the fourth quarter of 2004.
(g)		Nonperforming loans include loans held for sale of $31 million, $13 million, $74 million, $144 million and $233 million at March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004, and March 31, 2004, respectively. These amounts are not included in the allowance coverage ratios.

Page 12


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
RETAIL BUSINESSES
HOME FINANCE
PRIME PRODUCTION AND SERVICING
Production	$	228		$	196		$	168		$	224		$	207			16	%		10	%
Servicing:
Mortgage Servicing Revenue, net of amortization		146			169			134			184			145			(14	)		1
MSR risk management results		106			(187	)		153			94			54			NM			96

Total Net Revenue		480			178			455			502			406			170			18
Noninterest Expense		229			266			296			276			303			(14	)		(24	)
Operating Earnings		158			(56	)		103			143			63			NM			151

CONSUMER REAL ESTATE LENDING
Total Net Revenue	$	713		$	725		$	704		$	774		$	703			(2	)		1
Provision for Credit Losses		30			(20	)		65			78			45			NM			(33	)
Noninterest Expense		238			283			264			265			302			(16	)		(21	)
Operating Earnings		284			295			237			275			231			(4	)		23

TOTAL HOME FINANCE
Total Net Revenue	$	1,193		$	903		$	1,159		$	1,276		$	1,109			32			8
Provision for Credit Losses		30			(20	)		65			78			45			NM			(33	)
Noninterest Expense		467			549			560			541			605			(15	)		(23	)
Operating Earnings		442			239			340			418			294			85			50

Origination Volume by Channel (in billions)
Retail	$	18.3		$	18.5		$	19.7		$	27.2		$	20.0			(1	)		(9	)
Wholesale		10.7			11.7			11.6			15.7			9.5			(9	)		13
Correspondent		2.3			4.2			5.4			7.9			5.3			(45	)		(57	)
Correspondent Negotiated Transactions		7.2			10.0			11.3			12.4			7.7			(28	)		(6	)

Total		38.5			44.4			48.0			63.2			42.5			(13	)		(9	)

Origination Volume by Business (in billions)
Mortgage	$	26.6		$	32.4		$	34.1		$	47.9		$	31.5			(18	)		(16	)
Home Equity		11.9			12.0			13.9			15.3			11.0			(1	)		8

Total		38.5			44.4			48.0			63.2			42.5			(13	)		(9	)

Business Metrics (in billions)
Loans Serviced — Mortgage (Ending) (a)	$	495.8		$	492.5		$	486.8		$	476.0		$	462.2			1			7
MSR Net Carrying Value (Ending)		5.7			5.1			5.2			5.8			4.3			12			33
End of Period Loans Owned
Mortgage Loans Held for Sale		9.6			14.2			9.5			14.0			13.3			(32	)		(28	)
Mortgage Loans Retained		46.0			42.6			46.5			42.5			38.6			8			19
Home Equity and Other Loans		68.8			67.9			67.3			63.6			59.4			1			16

Total End of Period Loans Owned		124.4			124.7			123.3			120.1			111.3			—			12
Average Loans Owned
Mortgage Loans Held for Sale		11.4			10.1			10.9			15.0			13.4			13			(15	)
Mortgage Loans Retained		44.3			44.6			44.0			39.9			37.4			(1	)		18
Home Equity and Other Loans		66.5			70.1			66.2			62.4			59.2			(5	)		12

Total Average Loans Owned		122.2			124.8			121.1			117.3			110.0			(2	)		11
Overhead Ratio		39	%		61	%		48	%		42	%		55	%		(2,200	) bp		(1,600	) bp

Credit Quality Statistics
30+ Day Delinquency Rate		1.15	%		1.27	%		1.50	%		1.39	%		1.59	%		(12	)		(44	)
Net Charge-offs
Mortgage	$	6		$	5		$	6		$	5		$	4			20	%		50	%
Home Equity and Other Loans (b)		35			449			57			62			101			(92	)		(65	)

Total Net Charge-offs		41			454			63			67			105			(91	)		(61	)
Net Charge-off Rate
Mortgage		0.05	%		0.04	%		0.05	%		0.05	%		0.04	%		1	bp		1	bp
Home Equity and Other Loans		0.21			2.55			0.34			0.40			0.69			(234	)		(48	)
Total Net Charge-off Rate (c)		0.15			1.57			0.23			0.27			0.45			(142	)		(30	)
Nonperforming Assets	$	841		$	844		$	997		$	987		$	1,220			—	%		(31	) %

(a)		Includes prime first mortgage loans and subprime loans.
(b)		Includes $406 million of charge-offs related to the manufactured home loan portfolio in the fourth quarter of 2004.
(c)		Excludes mortgage loans held for sale.

Page 13


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
RETAIL BUSINESSES, CONTINUED
CONSUMER & SMALL BUSINESS BANKING
Noninterest Revenue	$	729		$	710		$	734		$	722		$	692			3	%		5	%
Net Interest Income		1,428			1,395			1,342			1,247			1,315			2			9

Total Net Revenue		2,157			2,105			2,076			1,969			2,007			2			7
Provision for Credit Losses		36			39			79			37			57			(8	)		(37	)
Noninterest Expense		1,339			1,362			1,379			1,432			1,479			(2	)		(9	)
Operating Earnings		477			430			377			308			290			11			64

Business Metrics (in billions)
End of Period Balances
Small Business Loans	$	12.4		$	12.5		$	12.4		$	12.4		$	12.2			(1	)		2
Consumer and Other Loans (a)		2.2			2.2			2.3			1.0			1.0			—			120

Total Loans		14.6			14.7			14.7			13.4			13.2			(1	)		11
Core Deposits (b)(c)		150.8			146.3			144.5			145.3			143.8			3			5
Total Deposits (c)		175.7			171.8			170.2			171.6			170.8			2			3
Average Balances
Small Business Loans		12.4			12.4			12.4			12.4			12.2			—			2
Consumer and Other Loans (a)		2.6			2.2			2.3			2.2			2.6			18			—

Total Loans		15.0			14.6			14.7			14.6			14.8			3			1
Core Deposits (b)(c)		149.3			147.8			147.8			147.8			143.2			1			4
Total Deposits (c)		173.9			171.8			172.5			173.3			169.7			1			2

Number of:
Branches		2,517			2,508			2,467			2,435			2,409			9	#		108	#
ATMs		6,687			6,650			6,587			6,549			6,496			37			191
Personal Bankers (d)		5,798			5,750			5,744			5,783			5,763			48			35
Personal Checking Accounts (in thousands)		7,445			7,286			7,222			7,045			6,892			159			553
Business Checking Accounts (in thousands)		905			894			891			881			870			11			35
Active Online Customers (in thousands)		3,671			3,359			3,152		NA			NA				312			NM
Debit Cards Issued (in thousands)		8,596			8,392			8,282			8,057			7,815			204			781
Overhead Ratio		62	%		65	%		66	%		73	%		74	%		(300	) bp		(1,200	) bp

Retail Brokerage Business Metrics
Investment Sales Volume (c)	$	2,870		$	2,770		$	2,563		$	2,818		$	2,660			4	%		8	%
Number of Dedicated Investment Sales Representatives		1,352			1,364			1,393			1,404			1,440			(1	)		(6	)

Credit Quality Statistics
Net Charge-offs
Small Business	$	19		$	32		$	24		$	29		$	20			(41	)		(5	)
Consumer and Other Loans		9			24			36			11			7			(63	)		29

Total Net Charge-Offs		28			56			60			40			27			(50	)		4
Net Charge-off Rate
Small Business		0.62	%		1.03	%		0.77	%		0.94	%		0.66	%		(41	) bp		(4	) bp
Consumer and Other Loans		1.40			4.34			6.23			2.01			1.08			(294	)		32
Total Net Charge-Off Rate		0.76			1.53			1.62			1.10			0.73			(77	)		3
Nonperforming Assets	$	293		$	299		$	313		$	317		$	327			(2	) %		(10	) %

(a)		Primarily community development loans.
(b)		Includes demand and savings deposits.
(c)		Reflects the transfer of certain consumer deposits from Retail Financial Services to Asset & Wealth Management.
(d)		Reflects realignment of job families and responsibilities.

Page 14


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
RETAIL BUSINESSES
AUTO & EDUCATION FINANCE
Total Net Revenue	$	324		$	364		$	397		$	454		$	382			(11	) %		(15	) %
Provision for Credit Losses		28			59			95			60			95			(53	)		(71	)
Noninterest Expense		205			166			163			159			160			23			28
Operating Earnings		55			84			85			144			77			(35	)		(29	)

Business Metrics (in billions)
End of Period Loans and Lease Receivables
Loans Outstanding	$	52.8		$	54.6		$	53.7		$	53.0		$	54.3			(3	)		(3	)
Lease Receivables		7.0			8.0			8.9			9.7			10.5			(13	)		(33	)

Total End of Period Loans and Lease Receivables		59.8			62.6			62.6			62.7			64.8			(4	)		(8	)
Average Loans and Lease Receivables
Loans Outstanding (Average) (a)	$	53.3		$	54.2		$	52.9		$	53.9		$	54.5			(2	)		(2	)
Lease Receivables (Average)		7.6			8.4			9.2			10.1			10.7			(10	)		(29	)

Total Average Loans and Lease Receivables (a)		60.9			62.6			62.1			64.0			65.2			(3	)		(7	)
Overhead Ratio		63	%		46	%		41	%		35	%		42	%		1,700	bp		2,100	bp

Credit Quality Statistics
30+ Day Delinquency Rate		1.33	%		1.55	%		1.38	%		1.30	%		1.26	%		(22	)		7
Net Charge-offs
Loans	$	74		$	85		$	83		$	57		$	85			(13	) %		(13	) %
Lease Receivables		9			11			13			12			19			(18	)		(53	)

Total Net Charge-offs		83			96			96			69			104			(14	)		(20	)
Net Charge-off Rate
Loans (a)		0.61	%		0.67	%		0.65	%		0.45	%		0.69	%		(6	) bp		(8	) bp
Lease Receivables		0.48			0.52			0.56			0.48			0.71			(4	)		(23	)
Total Net Charge-off Rate (a)		0.60			0.65			0.64			0.45			0.69			(5	)		(9	)
Nonperforming assets	$	217		$	242		$	247		$	247		$	249			(10	) %		(13	) %

INSURANCE
Total Net Revenue	$	173		$	173		$	168		$	174		$	182			—			(5	)
Noninterest Expense		151			138			136			138			135			9			12
Operating Earnings		14			22			20			22			30			(36	)		(53	)
Memo:
Consolidated Gross Insurance-Related Revenue (b)		416			421			429			424			413			(1	)		1

Business Metrics — Ending Balances
Invested Assets	$	7,349		$	7,368		$	7,489		$	7,343		$	7,957			—			(8	)
Policy Loans		394			397			398			399			402			(1	)		(2	)
Insurance Policy and Claims Reserves		7,337			7,279			7,477			7,683			7,928			1			(7	)
Term Premiums — First Year Annualized		14			13			15			15			13			8			8
Proprietary Annuity Sales		119			35			39			74			76			240			57
Number of Policies in Force — Direct / Assumed (in thousands)		2,540			2,611			2,633			2,689			2,615			(3	)		(3	)
Insurance in Force — Direct / Assumed		280,082			277,827			274,390			272,932			268,976			1			4
Insurance in Force — Retained		83,799			80,691			76,727			75,995			75,046			4			12
A.M. Best Rating		A			A			A			A			A

(a)		Average loans include loans held for sale of $4.5 billion, $3.4 billion, $2.2 billion, $2.6 billion and $4.7 billion for the quarters ended March 31, 2005, December 31, 2004, September 30, 2004, June 30, 2004 and March 31, 2004, respectively. These are not included in the net charge-off rate.
(b)		Includes revenue reported in the results of other businesses.

Page 15


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
INCOME STATEMENT
REVENUE
Asset Management, Administration and Commissions	$	—		$	—		$	26		$	26		$	25			NM			NM
Credit Card Income		761			886			784			823			678			(14)	%		12	%
Other Income		11			31			44			32			66			(65	)		(83	)

Noninterest Revenue		772			917			854			881			769			(16	)		—
Net Interest Income		3,007			2,913			2,917			2,895			2,855			3			5

TOTAL NET REVENUE		3,779			3,830			3,771			3,776			3,624			(1	)		4


Provision for Credit Losses		1,636			1,735			1,662			1,757			1,725			(6	)		(5	)

NONINTEREST EXPENSE
Compensation Expense		285			270			317			315			323			6			(12	)
Noncompensation Expense		839			825			926			864			853			2			(2	)
Amortization of Intangibles		189			187			194			187			187			1			1

TOTAL NONINTEREST EXPENSE		1,313			1,282			1,437			1,366			1,363			2			(4	)


Operating Earnings Before Income Tax Expense		830			813			672			653			536			2			55
Income Tax Expense		308			298			251			244			200			3			54

OPERATING EARNINGS	$	522		$	515		$	421		$	409		$	336			1			55


Memo: Net Securitization Gains (Amortization)	$	(12	)	$	—		$	(2	)	$	(2	)	$	2			NM			NM


FINANCIAL METRICS
ROE		18	%		17	%		14	%		14	%		11	%		100	bp		700	bp
Overhead Ratio		35			33			38			36			38			200			(300	)
% of Average Managed Outstandings:
Net Interest Income		9.13			8.79			8.90			9.17			9.10			34			3
Provision for Credit Losses		4.97			5.24			5.07			5.57			5.50			(27	)		(53	)
Noninterest Revenue		2.34			2.77			2.61			2.79			2.45			(43	)		(11	)
Risk Adjusted Margin (a)		6.51			6.32			6.44			6.40			6.05			19			46
Noninterest Expense		3.99			3.87			4.39			4.33			4.34			12			(35	)
Pre-tax Income		2.52			2.45			2.05			2.07			1.71			7			81
Operating Earnings		1.58			1.55			1.28			1.30			1.07			3			51

BUSINESS METRICS
Charge Volume (in billions)	$	70.3		$	75.3		$	73.3		$	70.6		$	63.5			(7	) %		11	%
Net Accounts Opened (in thousands)		2,744			2,729			2,755			10,269			2,011			1			36
Credit Cards Issued (in thousands)		94,367			94,285			95,946			96,343			87,014			—			8
Number of Registered Internet Customers (in millions)		10.9			13.6			12.4			11.5			9.9			(20	)		10

Merchant Acquiring Business
Bank Card Volume (in billions)	$	125.1		$	135.9		$	123.5		$	119.3		$	110.1			(8	)		14
Total Transactions (in millions)		4,285			4,462			3,972			3,926			3,714			(4	)		15

(a)

Represents Total Net Revenue less Provision for Credit Losses.

Page 16


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
SELECTED ENDING BALANCES
Loans:
Loans on Balance Sheet	$	66,053		$	64,575		$	60,241		$	28,981		$	29,187			2	%		126	%
Securitized Loans		67,328			70,795			71,256			69,752			68,747			(5	)		(2	)
Seller’s Interest and Accrued Interest Receivable (a)		—			—			—			30,177			27,485			NM			NM

Managed Loans	$	133,381		$	135,370		$	131,497		$	128,910		$	125,419			(1	)		6


SELECTED AVERAGE BALANCES
Managed Assets	$	138,512		$	138,013		$	136,753		$	134,141		$	133,797			—			4
Loans:
Loans on Balance Sheet	$	64,218		$	61,317		$	59,386		$	29,748		$	29,473			5			118
Securitized Loans		69,370			70,505			70,980			68,008			70,054			(2	)		(1	)
Seller’s Interest and Accrued Interest Receivable (a)		—			—			—			29,181			26,652			NM			NM

Managed Loans	$	133,588		$	131,822		$	130,366		$	126,937		$	126,179			1			6

Equity		11,800			11,800			11,800			11,800			11,800			—			—

Headcount		20,137			19,598			20,473			21,433			21,432			3			(6	)

CREDIT QUALITY STATISTICS
Net Charge-offs	$	1,590		$	1,735		$	1,598		$	1,754		$	1,722			(8	)		(8	)
Net Charge-off Rate		4.83	%		5.24	%		4.88	%		5.56	%		5.49	%		(41	) bp		(66	) bp
12 Month Lagged		5.11			5.49			5.08			5.70			5.58			(38	)		(47	)

Delinquency ratios
30+ days		3.54	%		3.70	%		3.81	%		3.72	%		4.02	%		(16	)		(48	)
90+ days		1.71			1.72			1.75			1.73			1.95			(1	)		(24	)

Allowance for Loan Losses	$	3,040		$	2,994		$	2,273		$	1,677		$	1,674			2	%		82	%
Allowance for Loan Losses to Period-end Loans (b)		4.60	%		4.64	%		3.77	%		5.79	%		5.74	%		(4	) bp		(114	) bp

(a)		Due to the decertification of seller’s interest effective July 1, 2004, seller’s interest is reported in Loans on the Consolidated balance sheet for all periods subsequent to June 30, 2004.
(b)		The heritage Bank One seller’s interest was decertificated effective July 1, 2004, and is reported in Loans on the Consolidated balance sheet. As a result, the Allowance for Loan Losses to Period-end Loans ratio beginning September 30, 2004, declined as the remaining portion of the decertificated seller’s interest was recorded at fair value without a corresponding allowance for loan loss.

Page 17


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



										PRO FORMA COMBINED						1QTR 2005
	1QTR			4QTR			3QTR			2QTR			1QTR			Change
	2005			2004			2004			2004			2004			4QTR 2004			1QTR 2004
INCOME STATEMENT DAT A (a)
Credit Card Income
Reported Data for the Period	$	1,576		$	1,672		$	1,632		$	1,534		$	1,427			(6	) %		10	%
Securitization Adjustments		(815	)		(786	)		(848	)		(711	)		(749	)		(4	)		(9	)

Managed Credit Card Income	$	761		$	886		$	784		$	823		$	678			(14	)		12


Other Income
Reported Data for the Period	$	11		$	30		$	47		$	77		$	105			(63	)		(90	)
Securitization Adjustments		—			1			(3	)		(45	)		(39	)		NM			NM

Managed Other Income	$	11		$	31		$	44		$	32		$	66			(65	)		(83	)


Net Interest Income
Reported Data for the Period	$	1,275		$	1,117		$	1,138		$	781		$	743			14			72
Securitization Adjustments		1,732			1,796			1,779			2,114			2,112			(4	)		(18	)

Managed Net Interest Income	$	3,007		$	2,913		$	2,917		$	2,895		$	2,855			3			5


Total Net Revenue (b)
Reported Data for the Period	$	2,862		$	2,819		$	2,843		$	2,418		$	2,300			2			24
Securitization Adjustments		917			1,011			928			1,358			1,324			(9	)		(31	)

Managed Total Net Revenue	$	3,779		$	3,830		$	3,771		$	3,776		$	3,624			(1	)		4


Provision for Credit Losses
Reported Data for the Period	$	719		$	724		$	734		$	399		$	401			(1	)		79
Securitization Adjustments		917			1,011			928			1,358			1,324			(9	)		(31	)

Managed Provision for Credit Losses	$	1,636		$	1,735		$	1,662		$	1,757		$	1,725			(6	)		(5	)


BALANCE SHEET — AVERAGE BALANCES
Total Average Assets
Reported Data for the Period	$	71,003		$	69,485		$	67,718		$	66,133		$	63,743			2			11
Securitization Adjustments		67,509			68,528			69,035			68,008			70,054			(1	)		(4	)

Managed Average Assets	$	138,512		$	138,013		$	136,753		$	134,141		$	133,797			—			4


CREDIT QUALITY STATISTICS
Net Charge-offs
Reported Net Charge-offs Data for the period	$	673		$	724		$	670		$	396		$	398			(7	)		69
Securitization Adjustments		917			1,011			928			1,358			1,324			(9	)		(31	)

Managed Net Charge-offs	$	1,590		$	1,735		$	1,598		$	1,754		$	1,722			(8	)		(8	)

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

Page 18


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



								PRO FORMA COMBINED					1QTR 2005
	1QTR			4QTR		3QTR		2QTR		1QTR			Change
	2005			2004		2004		2004		2004			4QTR 2004			1QTR 2004
INCOME STATEMENT
REVENUE
Lending & Deposit Related Fees	$	142		$	147	$	162	$	168	$	162			(3	) %		(12	) %
Asset Management, Administration and Commissions		15			12		12		10		11			25			36
Other Income		68			103		51		95		77			(34	)		(12	)

Noninterest Revenue		225			262		225		273		250			(14	)		(10	)
Net Interest Income		625			623		608		593		583			—			7

TOTAL NET REVENUE		850			885		833		866		833			(4	)		2


Provision for Credit Losses		(6	)		21		14		18		(86	)		NM			93

NONINTEREST EXPENSE
Compensation Expense		163			153		176		167		158			7			3
Noncompensation Expense		278			281		286		286		274			(1	)		1
Amortization of Intangibles		17			17		18		18		18			—			(6	)

TOTAL NONINTEREST EXPENSE		458			451		480		471		450			2			2


Operating Earnings Before Income Tax Expense		398			413		339		377		469			(4	)		(15	)
Income Tax Expense		155			159		124		143		180			(3	)		(14	)

OPERATING EARNINGS	$	243		$	254	$	215	$	234	$	289			(4	)		(16	)

Amended Current Report

Table of Contents

Table of Contents

Table of Contents

Table of Contents


	JPMORGAN CHASE & CO. (Registrant)
	By:	/s/ Joseph L. Sclafani
		Joseph L. Sclafani
		Executive Vice President and Controller [Principal Accounting Officer]

(i)	the impact of the sale of the Bank One corporate trust business to JPMorgan Chase;

(ii)	any cost savings obtained since July 1, 2004 or anticipated to be obtained in the future from the merger;

(iii)	any merger-related costs incurred since July 1, 2004 or anticipated to be incurred in the future in connection with the merger;

(iv)	the impact of any share repurchases since July 1, 2004;

(v)	any change in the allocation of the purchase price adjustments or of the fair value adjustments since July 1, 2004;

(vi)	any adjustments for changes in management accounting policies or the impact of any conformance of management accounting policies since July 1, 2004.