Exhibit 99.4

CONSOLIDATED BALANCE SHEETS
Bank One Corporation and Subsidiaries

(1)

Includes loans held for sale of $8.0 billion and $12.0 billion at June 30, 2004 and December 31, 2003, respectively.

The accompanying notes are an integral part of this statement.

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CONSOLIDATED INCOME STATEMENTS
Bank One Corporation and Subsidiaries

The accompanying notes are an integral part of this statement.

2

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Bank One Corporation and Subsidiaries

(1)

Relates primarily to the nonqualified supplemental pension plan.

The accompanying notes are an integral part of this statement.

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CONSOLIDATED STATEMENTS OF CASH FLOWS
Bank One Corporation and Subsidiaries

The accompanying notes are an integral part of this statement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Bank One Corporation and Subsidiaries

Note 1—Summary of Significant Accounting Policies
The consolidated financial statements of Bank One Corporation and its subsidiaries (the “Corporation”) have been prepared in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all normal recurring adjustments have been included for a fair statement of this interim financial information. Certain prior-period financial statement information has been reclassified to conform to the current quarter presentation. The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

Certain assets and liabilities, primarily derivative assets and liabilities as well as resale and repurchase agreements, are reported on a net basis by counterparty if legally enforceable master netting arrangements are in place.

These notes to the consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Corporation’s 2003 Annual Report.

Credit Card Revenue Sharing Agreements
The Corporation has contractual agreements with numerous affinity organizations and co-brand partners, which grant to the Corporation exclusive rights to market to their members or customers. These organizations and partners provide to the Corporation their endorsement of the credit card programs, mailing lists, and may also conduct marketing activities, and provide awards under the various credit card award programs. The terms of these agreements generally range from 3 to 10 years. The economic incentives the Corporation pays to the endorsing organizations and partners typically include payments based on new accounts, activation, charge volumes, and the cost of their marketing activities and awards.

The Corporation recognizes the portion of its payments based on new accounts to the affinity organizations and co-brand partners as deferred loan origination costs. The Corporation defers these costs and amortizes them over 12 months. The Corporation expenses payments based on marketing efforts performed by the endorsing organization or partner to activate a new account after the account has been originated as incurred. Payments based on charge volumes are considered by the Corporation as revenue sharing with the affinity organizations and co-brand partners, and are deducted from credit card revenue as the related revenue is earned.

Note 2—New Accounting Pronouncements
Accounting for Postretirement Health Care Plans which Provide Prescription Drug Benefits
In May 2004, the FASB issued FSP No. FAS106-2, which provides guidance on the accounting for the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”); the Act was signed into law on December 8, 2003. Under the Act, a subsidy is available to sponsors of postretirement health care plans whose benefits are actuarially equivalent to Medicare Part D.

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Consolidation of Variable Interest Entities (“VIEs”)
In December 2003, the FASB issued Interpretation No. 46 (Revised), “Consolidation of Variable Interest Entities” (“FIN No. 46R”), which provides further guidance on the accounting for variable interest entities. As permitted by FIN No. 46R, the Corporation applied the provisions of FIN No. 46 as of December 31, 2003. The Corporation consolidated $39.6 billion of assets and liabilities as a result of implementing FIN No. 46 related to its asset-backed conduit business and an investment vehicle. For additional discussion of the Corporation’s asset-backed conduit business see “Asset-Backed Finance Programs” beginning on page 74 of the Corporation’s 2003 Annual Report. The Corporation adopted the provisions of FIN No. 46R in the first quarter 2004. The impact of the adoption of FIN No. 46R in the first quarter 2004 was not material to the Corporation’s operating results, financial position or cash flows. Under the provisions of FIN No. 46R, the Corporation deconsolidated guaranteed preferred beneficial interests in junior subordinated debt.

The entities in which the Corporation has retained interests related to credit card securitizations and investments in commercial mortgage-backed securities will not be consolidated since both transaction structures are exempt from the requirements of FIN No. 46 and FIN No. 46R.

Derivative Instruments and Hedging Activities
Effective July 1, 2003, the Corporation adopted SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS No. 149”). SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The impact of adoption was not material to the Corporation’s operating results, financial position or cash flows.

Accounting and Reporting for Certain Long-Duration Contracts and Separate Accounts
In 2003, the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts” (“SOP 03-1”) which provides guidance on accounting and reporting by insurance companies for certain nontraditional long-duration contracts and for separate accounts. SOP 03-1 clarifies, among other things, the definition and accounting for separate accounts and contract holder funds, and requires companies to distinguish between insurance contracts and investment contracts based on the amount of mortality or morbidity risks inherent in the contract. For contracts classified as insurance contracts that contain death or other insurance benefit features, a liability in excess of the account balance must be established to reflect the benefits expected to be paid in future periods. Reinsurers of such risks should also establish an equivalent liability.

The Corporation adopted the provisions of SOP 03-1 as of January 1, 2004, through a cumulative change in accounting principle recorded in earnings. The impact of SOP 03-1 was not material to the Corporation’s results of operations, financial position or cash flows.

Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity
Effective July 1, 2003, the Corporation adopted SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (“SFAS No. 150”). SFAS No. 150 modifies the accounting for certain financial instruments with characteristics of both liabilities and equity. Prior to July 1, 2003, guaranteed preferred beneficial interests in the Corporation’s junior subordinated debt were classified as a separate liability, with distributions on these securities included in interest expense on long-term debt. Currently, trust preferred capital securities are included as a component of long-term debt, with no change in the reporting of distributions.

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Note 3—Acquisitions
In May 2004, the Corporation completed the purchase of Circuit City Store’s, Inc. private-label credit card business, including both its private-label Circuit City credit card accounts and its co-branded Circuit City Plus Visa credit card accounts, with managed loan receivables of $1.8 billion at time of acquisition.

In the fourth quarter 2003, the Corporation purchased Security Capital Research & Management Incorporated, a recognized expert in developing real estate investment products, with approximately $3.7 billion in assets under management at the time of acquisition.

Effective September 1, 2003, the Corporation acquired for cash, key business components of Zurich Life, a U.S. life and annuity operation of Zurich Financial Services Group. Zurich Life, based in Elgin, Illinois, is a leading underwriter of term life insurance serving consumers through both a national network of licensed brokers/insurance agents and the direct marketing platform of its One Life Direct (formerly Zurich Direct) agency. It is also a significant underwriter of fixed and variable annuities, with a recognized expertise in the teachers’ annuity market. Zurich Life has regulatory and operating insurance authority in all 50 states. The acquisition expands the Corporation’s existing insurance product offerings.

The Corporation recorded the Zurich Life assets acquired and liabilities assumed, including insurance policy and claims reserves, at fair value. The Corporation acquired total assets of approximately $6.7 billion, consisting primarily of fixed income investment securities and $6.3 billion of insurance policy and claims reserves, and recorded approximately $116 million in goodwill. In conjunction with the acquisition, the Corporation reinsured separate accounts of the seller, Zurich Financial Services Group, that are netted in the Corporation’s balance sheet in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 39, “Offsetting of Amounts Related to Certain Contracts” (“FIN No. 39”).

Note 4 — Discontinued Operations
On November 14, 2003, the Corporation sold its corporate trust services business to JPMorgan Chase for approximately $720 million and recorded a gain of $380 million, net of taxes, from discontinued operations. The sale included the corporate, municipal, structured finance and escrow businesses as well as the document custody and London corporate trust operations. Approximately 10% of the sales price remained unpaid because it was contingent upon business retention. Upon the consummation of the merger of the Corporation with and into JPMorgan Chase as discussed in Note 19, “Subsequent Event”, the sales agreement for the corporate trust services business was amended to rescind the additional contingent sales price. As part of the sale, the Corporation has agreed to indemnify, subject to certain limitations, JPMorgan Chase for losses, liabilities or obligations relating in any manner to, or arising from the corporate trust services business, or any corporation trust agreement to the extent such losses arose or were incurred prior to the sale date or resulted from the operation of the corporate trust services business prior to closing. Accordingly, the Corporation recorded a reserve for those potential losses.

The following is summarized financial information for discontinued operations:

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Note 5—Earnings per Share
Basic EPS is computed by dividing income available to common stockholders by the average number of common shares outstanding for the period. Except when the effect would be antidilutive, the diluted EPS calculation includes shares that could be issued under outstanding stock options and the employee stock purchase plan.

Note 6—Restructuring-Related Activity
Actions under the fourth quarter 2001 and the second quarter 2000 restructuring plans have been completed, with only payments of identified obligations remaining, which consist primarily of lease obligations. Unpaid amounts totaled $55 million and $33 million for these plans, respectively, as of June 30, 2004, and will be paid as required over the remaining contractual periods.

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Note 7—Business Segments
The information below is consistent with the content of business segment data provided to the Corporation’s management, which does not use product group revenues to assess consolidated results. Aside from investment management and insurance products, product offerings are tailored to specific customer segments. As a result, the aggregation of product revenues and related profit measures across lines of business is not available.

Aside from the United States of America, no single country or geographic region generates a significant portion of the Corporation’s revenues or assets. In addition, there are no single customer concentrations of revenue or profitability.

The following table summarizes certain financial information by line of business for the periods indicated:

(1)		Total revenue-FTE and provision for (benefit of) income taxes include tax equivalent adjustments of $45 million and $39 million for three months ended June 30, 2004 and 2003, respectively. For the six months ended June 30, 2004 and 2003, tax equivalent adjustments were $90 million and $76 million, respectively.
(2)		Amounts presented are for continuing operations. Refer to Note 4, “Discontinued Operations,” for information related to corporate trust services.

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Note 8—Interest Income and Interest Expense
Details of interest income and interest expense were as follows:

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Note 9—Investment Securities

The summary of the Corporation’s investment portfolio follows:

(1)		The fair values of certain securities for which market quotations were not available were estimated.
(2)		The fair values of certain securities reflect liquidity and other market-related factors, and include investments accounted for at fair value consistent with specialized industry practice.
(3)		Prior period amounts have been reclassified to conform with current period presentation.

For the three months ended June 30, 2004, gross recognized gains and losses on available-for-sale investment securities were $332 million and $399 million, respectively. For the three months ended June 30, 2003, gross recognized gains and losses on available-for-sale investment securities were $106 million and $12 million, respectively.

For the six months ended June 30, 2004, gross recognized gains and losses on available-for-sale investment securities were $515 million and $460 million, respectively. For the six months ended June 30, 2003, gross recognized gains and losses on available-for-sale investment securities were $198 million and $44 million, respectively.

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Note 10—Allowance for Credit Losses
The allowance for credit losses is comprised of an allowance for loan losses and a reserve for unfunded commitments and standby letters of credit.

                    Changes in the allowance for loan losses were as follows:

(1)

Second quarter 2004 represents allowance associated with transfer of a loan portfolio.

                    Changes in the reserve for unfunded commitments and standby letters of credit were as follows:

Note 11—Goodwill and Other Intangible Assets
Goodwill and intangible assets with an indefinite life are not amortized, but are subject to an impairment test at least annually. Goodwill is tested annually at the reporting segment level or more often if events or circumstances suggest potential impairment.

Other acquired intangible assets determined to have a finite life, such as core deposits and credit card relationships, are amortized over their estimated useful life in a manner that best reflects the economic benefits of the intangible asset. Intangible assets with a finite life are periodically reviewed for other than temporary impairment.

        (a) Goodwill

The allocation of goodwill by line of business was as follows:

     (b) Other Intangible Assets

As of June 30, 2004, indefinite lived intangible assets that are not subject to amortization amounted to $14.6 million. Other intangible assets above do not include mortgage-servicing rights. Capitalized mortgage-servicing rights were $72.4 million and $71.0 million as of June 30, 2004 and December 31, 2003, respectively.

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     The remaining components of finite life intangible assets were as follows:

For the six months ended June 30, 2004, intangible assets amortization expense was $67.0 million.

The amortization expense over the next five years for intangible assets recorded at June 30, 2004 is estimated to be as follows:

(1)

Amount represents amortization expense for the remaining six months of 2004.

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Note 12—Guaranteed Preferred Beneficial Interest in Junior Subordinated Debt
The Corporation has sponsored ten trusts with a total aggregate issuance outstanding of $3.4 billion at June 30, 2004 in trust preferred securities as follows:

(1)		Redeemable at any time subject to approval by the Federal Reserve Board.
(2)		The Corporation paid a premium of $36 million to repurchase $193 million of these securities in 1997.

These trust preferred securities are tax-advantaged issues that qualify for Tier 1 capital treatment. Distributions on these securities are included in interest expense on long-term debt. Each of the trusts is a statutory business trust organized for the sole purpose of issuing trust securities and investing the proceeds thereof in junior subordinated debentures of the Corporation, the sole asset of each trust. The preferred trust securities of each trust represent preferred beneficial interests in the assets of the respective trusts and are subject to mandatory redemption upon payment of the junior subordinated debentures held by the trust. The common securities of each trust are wholly-owned by the Corporation. Under the provisions of FIN No. 46R, the Corporation deconsolidated guaranteed preferred beneficial interests in junior subordinated debt. Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon the Corporation making payment on the related junior subordinated debentures. The Corporation’s obligations under the junior subordinated securities and other relevant trust agreements, in aggregate, constitute a full and unconditional guarantee by the Corporation of each respective trust’s obligations under the trust securities issued by such trust.

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Note 13—Supplemental Disclosures for Accumulated Other Adjustments to Stockholders’ Equity
Accumulated other adjustments to stockholders’ equity were as follows:

(1)

Relates primarily to the nonqualified supplemental pension plan.

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Note 14—Pension and Postretirement Employee Benefit Plans
For a discussion of the Corporation’s pension and postretirement employee benefit plans, see Note 19 on pages 99-101 of the 2003 Annual Report.