JPMorgan Chase & Co. (JPM) 8-K Regulation FD Disclosure

Bill Winters

Co-CEO, Investment Bank

N

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2006 Merrill Lynch Financial Services Conference

Exhibit 99.1

2

Disclaimer

This presentation contains forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995.  Such statements are based upon the current beliefs and

expectations of JPMorgan

Chase’s management and are subject to significant risks and

uncertainties.  Actual results may differ from those set forth in the forward-looking statements. 

Factors that could cause JPMorgan

Chase’s results to differ materially from those described in the

forward-looking statements can be found in the firm’s Quarterly Reports on Form 10-Q for the

quarters ended September 30, 2006, June 30, 2006 and March 31, 2006 (as amended), and in the

Annual Report on Form 10-K for the year ended December 31, 2005 (as amended), filed with the

Securities and Exchange Commission and available at the Securities and Exchange Commission’s

Internet site (http://www.sec.gov).

The 2003 and 2004 financial information provided in this presentation is presented on a proforma

combined basis, which includes purchase accounting adjustments made in connection with the

merger of JPMorgan

Chase and Bank One. The 2003 and 2004 proforma combined historical results

represent how the financial information of JPMorgan Chase and Bank One may have appeared on a

combined basis had the two companies been merged as of January 1, 2003. Additional information

can be found on the Form 8-K/As furnished to the Securities and Exchange Commission on April

20, 2005 and July 20, 2005.

The

selected

financial

information

provided

in

this

presentation

for

periods

prior

to

2003

is

presented on a combined basis and represents only the summation of historical results reported

by JPMorgan Chase and Bank One, without any purchase accounting adjustments.

All non-GAAP financial measures included in this presentation are provided to assist readers in

understanding certain trend information.

3

Overview

Great progress YTD 3Q06

Revenue growth with reduced volatility

Increased management discipline

Improved leverage of Universal Bank model

Continued focus on improving results

Investments in growth initiatives

Preparing for less favorable credit environment

Harvest strong fee pipeline

4

Investment Bank YTD 3Q06 performance

Performance Target:

ROE of 20% though the cycle

Strive to achieve by end of 2007

Record YTD 3Q06 revenues of

$13.6B up 19% YoY

Record IB fees of $4.0B up 35%

YoY

Record debt and equity

underwriting

Highest advisory fees since

2000

Record Fixed Income and Equity

Markets performance reflecting

strong trading results and equity

commissions

Expense reflects higher

performance-based

compensation, including SFAS

123R impact, and continued

strategic investments

Financial Results ($ millions)

YTD

3Q06

YTD

3Q05

O/(U)

Revenue

$13,556

$11,418

19%

IB Fees

3,957

2,935

35%

Fixed Income Markets

6,400

6,165

4%

Equity M

arkets

2,355

1,341

76%

Credit Portfolio

844

977

(14)%

Credit Costs

128

(755)

NM

Expense

9,238

7,585

22%

Compensation

6,310

4,696

34%

Noncompensation

2,928

2,889

1%

Net Income

$2,665

$3,007

(11)%

ROE

17%

20%

Avg

Allocated Capital

($B)

$20.7

$20.0

5

Total Investment Bank Revenue ($ billions)

5.7

7.3

6.2

6.4

1.0

1.8

1.3

2.4

4.1

2.9

4.0

1.0

0.8

$1.6

$0.8

$1.2

($0.6)

2.9

1.4

2.0

$11.4

$13.6

$11.6

2002 -

Combined

Fixed

Income

Markets

Equity

Markets

IB Fees

Credit

Portfolio

2005

YTD 3Q05

YTD 3Q06

Strong revenue growth across fees and markets

12%

21%

9%

CAGR

(10%)

$ 14.6

Note:

2002

Financials

reflect

combined

revenues

of

JPMorgan

Chase

Investment

Bank

and

Bank

One

Corporate

Banking

without

any

purchase

accounting

adjustments

Credit

Portfolio

IB Fees

Equity

Markets

Fixed

Income

Markets

6

Client franchise

Breadth and quality of relationships across issuers

and investors

Scale / Leadership positions

Scale in credit intermediation and derivatives

Leadership and market share gains in IB fees

Universal Bank model

Strong partnerships across JPMorgan

Chase with

continued focus on expansion

Competitive Advantages

7

YTD 3Q06 Total Investment Banking Fees ($ billions)

Client Franchise -

Second highest IB fees in the industry

1.7

2.3

2.6

4.3

4.0

3.7

3.0

2.9

2.8

2.7

Goldman Sachs

JPMorgan Chase

Citigroup

Morgan Stanley

UBS

Credit Suisse

Merrill Lynch

Deutsche Bank

Lehman

Bank of America

57%

35%

21%

24%

YoY

Growth

15%

28%

17%

11%

26%

25%

Notes:  Citigroup and UBS fees are firm-wide

8

YTD 3Q06³

FY2005

Equity underwriting

6.1%

5.3%

Debt underwriting

6.8%

6.2%

M&A

8.5%

7.3%

Loans

9.2%

9.1%

2005

2004

Credit Derivatives

5

#1

#1

Equity Derivatives

5

#4

#2

Best FX Service

6

#2

#3

Upward momentum in our leadership rankings

Key League Table Rankings¹

1

Source: Thomson Financial, September 30, 2006

2

Includes ABS, MBS and Tax Munis

3

Excludes Australia

4

Source: Dealogic, September 30, 2006

5

Source: Risk Magazine Corporate End User rankings

6

Source: Global Investor rankings

JPM Wallet Share

4

Key Derivative Rankings

YTD 3Q06

FY2005

Rank

Share

Rank

Share

Global League Tables

Global Announced M&A

#3

26%

#3

23%

Global Equity and Equity-Related

#5

8%

#6

7%

Global Long Term Debt²

#2

7%

#4

6%

Global Syndicated Loans

#1

15%

#1

15%

Regional M&A

US Announced

M&A

#2

28%

#3

26%

EMEA Announced M&A

#2

31%

#3

23%

Asia ex-Japan Announced M&A³

#3

13%

#7

7%

Regional Equity

US Equity and Equity-Related

#5

8%

#6

9%

EMEA Equity and Equity-Related

#1

11%

#4

8%

Asia ex-Japan Eq. & Eq.-Related³

#3

7%

#6

6%

9

Universal Bank model is a key competitive advantage

Strategy:

Delivery of IB products &

capabilities to CB client base

Capital markets financing, FX,

derivatives and advisory

IB & AWM

Progress:

YTD 3Q06 Gross IB

Revenue from CB clients up 17%

from YTD 3Q05

50% + growth in M&A and Equity

Example:

IB & TSS

IB & CB

Strategy:

IB transactions for PB

clients and IB referrals to AWM

401K & IRA roll-over business,

personal asset management and

structured products

Strategy:

Opportunity to cross-sell

TSS & IB products

Integrated FX solutions, transition

management, trade financing,

payments, cash management and

custody

Progress:

Improved PB client conversion

rate from IB referrals from 21% in

FY2005 to 28% YTD 3Q06

YTD 3Q06, PB referrals of

potential IB clients already at

FY2005 level

Progress:

FX revenues from TSS

clients up 24% YTD 3Q06 vs. YTD

3Q05

Example:

$7.5B Loan Syndication

$10.8B IPO–

Largest oil & gas IPO

$24.5B Bridge Loan Facility –

Largest 

ever for a Russian corporate 

Depository role in GDR program

Advisor to Tommy Hilfiger

Corp. on its sale to Apax

Partners for $1.6B

Largest publicly-trade apparel

M&A transaction

Largest apparel company LBO

JPMorgan

Chase

10

Areas of focus

Improve risk productivity

Improving returns on the risk we take

Management discipline

Expenses, capital efficiency and investment discipline (ROI)

Filling in product gaps

Continue strategic business expansion in Energy, Securitized

products, Emerging Markets and Principal Investments

Capitalize on e-trading technology

Building talent

Complete critical hires in key areas

11

Increasingly diverse markets revenue base…

Equities

19%

Other

25%

Growth Initiatives

14%

Credit, Rates &

Currency

42%

FY2004 markets revenue by product

YTD 3Q06 markets revenue by product

Credit, Rates &

Currency

39%

Equities

27%

Other

14%

Growth Initiatives

20%

1

Includes Commodities, Securitized Products and Emerging Markets

1

1

12

EMEA

40%

Asia

10%

Latin America

5%

North

America

45%

…

and better balanced globally

EMEA

30%

Asia

12%

Latin America

4%

North

America

54%

FY2004 total IB revenue by region

YTD 3Q06 total IB revenue by region

13

Earnings

volatility

levels

declined

YTD

3Q06

with

flat

VAR

Principal Transactions ($ millions)

100

105

71

116

$69

$90

$88

$89

$0

$10

$20

$30

$40

2003

2004

2005

YTD 3Q06

Average Daily Revenue

Volatility Index

VAR

1

Daily revenue volatility indexed to 100 for 2003

2

Total trading and credit portfolio VAR

3

2003

data

reflects

JPMorgan

Chase

only

1

2

3

14

$112

$96

$79

$42

$45

$58

$6

$12

$21

$54

$4

13.2%

12.4%

12.6%

11.9%

12.2%

11.5%

12.8%

2000

2001

2002

2003

2004

2005

YTD 3Q06

Total Loans

Average HTM Loans

Average HFS Loans

Total IB Fees Mkt Share

Prudence in a credit bull market resulted in reduced Net Interest Income

Recent growth in loan book driven by build-out of securitization business and

increased capital markets activity

Average Loans ($ billions) and IB Fee Market Share

1

Loan

balances

for

2000-2002

are

presented

on

a

combined

basis

for

JPM

IB

loans

and

Bank

One

Corporate

Banking

loans

ex.

Commercial

Real

Estate

loans.

Loan

balances

for

2003-

2004

are

presented

on

a

proforma

basis.

2

Market share calculated based on total IB fees reported by the following peers : C, GS, MS, DB, UBS, CS, LEH, MER, and BAC.  C and UBS fees are firm-wide.

3

IB NII excluding trading-related NII

1

2

$1.1

$1.4

$1.7

$2.4

$2.6

$2.9

$2.9

Loan NII³

Loans down from historical highs with growing fee share

15

Credit risk management

Total IB loans down 30% since 2000 with decline in Held-to-

Maturity loans more pronounced

Largest industry concentration (Banks and Finance companies)

down from 17% in 2003 to 11% as of September 30, 2006

Tightened concentration limits; process to reduce loans above

threshold is well-established

Reduced number of clients above net exposure threshold by

24% since JPM-ONE merger on July 1, 2004

Strong credit quality of loan book --

71% investment grade

Near-term NII sacrifice for better long-term credit position

16

Total number of fund managers

659

507

Total number of fund counterparties

1,799

1,265

Total Net Asset Value ($ billions)

$1,037

$702

Hedge Fund Client Profile

Hedge fund exposure is well-collateralized

Positive MTM Exposure

$2,155

$2,280

Collateral Held by JPMC

$5,893

$5,529

Direct loans

$147

$109

MTM Trading Exposures ($ millions)

10/06

5/05

10/06

5/05

17

40%

44%

26%

26%

21%

41%

2004

2005

YTD 3Q06

Comp / Revenue

Noncomp / Revenue

Revenue / Producer Ratio

+11%

Support / Producer Ratio

(6)%

Improving efficiency metrics

Expense ratios

66%

67%

65%

Note : YTD 3Q06 Overhead ratio and Comp/Revenue ratio excludes SFAS 123R impact; 2004 and 2005 ratios have been adjusted for current Corporate allocation

methodology implemented in 2006

1

Adjusted comp/revenue ratio includes compensation related to internal allocations and excludes net revenue and compensation related to Credit Portfolio activities

Efficiency metrics (YTD 3Q06 vs. FY2005)

Higher Comp/Revenue driven by market conditions and shift in business mix

Strong focus on Noncompensation

expense management

Adjusted Comp/Revenue¹

(YTD 3Q06)

Reported Comp / Revenue

44%

Adjustments for Credit Portfolio &

Corporate Allocations

3%

  Adjusted Comp / Revenue

47%

Additional efficiency improvements planned

18

Performance Target

20% ROE through the cycle

Strive to achieve by end of 2007

Management Discipline & Business Efficiency

New business investments

Energy trading and risk management

Securitized Products: structuring and investing

Principal Investing: debt, equity, and real estate

Local Emerging Markets: debt, equity, and derivatives

Retail investment products: manufacturing and distribution

Pension Advisory & Risk Management

How We Get There

Performance target: How we get there

19

Build-out 75% complete

YTD 3Q06 client revenues

50% above FY2005 level

Energy

25% YTD Americas revenue

growth

#1 rank in U.S. CMBS

2

Securitization of CHF

production up from ~80%

in 2005 to 95% YTD 2006

Securitized

Products

Strong 2006 local markets

performance in EMEA and

Latin America

Emerging

Markets

Path to achieving performance target

Complete European build-

out by end of 2006

Continue to expand our

principal business in sub-

prime/home equity loans

Global expansion

Develop strong local

securities capabilities to

complement existing strong

cross-border franchise

Grow organically or through

partnership/acquisition if

opportunities exist

Progress

Next steps                       

$100-160mm

$100-160mm

$50mm+

Incremental

Earnings impact¹

1

Incremental earnings impact at target state, post-build-out, which may be beyond 2007

2

Source:

Thomson

Financial

as

of

September

30,

2006

20

Obtained Department of

Labor opinion that supports

our fiduciary management

model

Pension

advisory and

risk mgmt

Continue development of

mortality indices and

products to manage

longevity risks

Efficiency/

expense

management

Ongoing productivity

improvements targeted

Path to achieving performance target, cont’d

Retail

Structured

Products

Continue to develop

cross-product platform

Added over two dozen

distributors, including

Fidelity in the US

$50-100mm

$50-100mm

$160-270mm

Funding investments with

continued productivity

savings

Progress

Next steps                       

Incremental

Earnings Impact¹

1

Incremental

earnings

impact

at

target

state,

post-build-out,

which

may

be

beyond

2007

21

JPM is well-positioned to grow in a robust market and

perform well relative to peers in a downturn

Strong revenue growth across businesses

Improved management discipline

Well-established risk management framework

Key Takeaways

Continue to see a robust banking environment & strong fee pipeline

in near-term

Large upside potential from strategic initiatives & firm-wide cross-

sell opportunities

Investments funded largely by productivity savings

Well-prepared for expected change in credit environment

Outlook