Item 1. Business, continued
OPERATIONAL SYSTEMS -- THE PARTNERSHIP IS UPGRADING AND REPLACING COMPONENTS OF ITS COMPUTER AND COMMUNICATIONS SYSTEMS WHICH WILL BE COSTLY AND COULD LEAD TO DISRUPTIONS; ANY SUBSTANTIAL DISRUPTION TO THESE SYSTEMS COULD LEAD TO FINANCIAL LOSS AND HARM RELATIONS WITH CLIENTS.
The business is highly dependent on the ability to process, on a daily basis, a large number of transactions. Consequently, there is reliance on the mainframe system and client server based computer system, satellite communications, and software systems. In order to support the Partnership's branch offices at current and projected growth rates, and to achieve the speed, response time and level of access to the Internet that our financial advisors desire, these systems are being updated. The Partnership is in the process of replacing our current satellite-based system with a broadband communication network utilizing T-1 and DSL connectivity. Through February 23, 2007, approximately 5,000 branches have been converted to the new communications network. This replacement is expected to be completed by the third quarter of 2007, but there is no assurance that it will be completed on time or within the projected cost estimates established for this project. Also, third parties are implementing this replacement, and there is no assurance of their timely completion. Based on a full replacement of all video, data and telephony systems, this replacement will require total capital expenditures of approximately $145 million and additional asset impairment charges or write-downs related to existing technology and communications systems may be incurred, thereby reducing earnings. Further, any upgrade or replacement could result in difficulties in the short-term as the Partnership integrates the new system with operations, learns to operate the new system, and trains personnel. As there is limited experience engaging in such large-scale information technology projects, there is the risk of unforeseen problems in the implementation of any new systems. The implementation of any such upgrade or replacement will be challenging and any problems encountered may be exacerbated due to the fact that there are over 9,700 financial advisor offices to support. The new system is expected to result in increased firm operating costs of approximately $55-65 million each year once it is fully implemented.
Either during or following any upgrade or replacement, if the computer or communications systems do not operate properly, are disabled, or fail to perform due to increased demand (which might occur during market upswings or downswings), or if a new software system or upgrade contains a major problem, there could be unanticipated disruptions in service, slower response times, decreased customer service and customer satisfaction, and delays in the introduction of new products and services, which could result in financial losses, liability to clients, regulatory intervention or reputational damage. Further, the inability of the systems to accommodate an increasing volume of transactions could also constrain the ability to expand the Partnership's business.
The computer system and communications network are also vulnerable to damage or interruption from human error, natural disasters, power loss, sabotage, computer viruses, intentional acts of vandalism and similar events. There is a second data center in Tempe, Arizona which operates as a backup of the primary data center located in St. Louis, Missouri, and the Partnership expects to be able to maintain service during a system disruption contained to St. Louis. However, the staff at the Tempe facility is not sufficient to operate the systems in the event of a prolonged disruption to the St. Louis systems. In such event, staff would be relocated to the Tempe facility, which might result in substantial additional costs and a delay in service during the transition.
PART I
Item 1. Business, continued
BRANCH OFFICE SYSTEM -- THE PARTNERSHIP'S SYSTEM OF ONE-BROKER BRANCH OFFICES MAY EXPOSE THE PARTNERSHIP TO A GREATER RISK OF LOSS OR LIABILITY FROM THE ACTIVITIES OF THE FINANCIAL ADVISORS THAN IF A MORE TRADITIONAL OFFICE SYSTEM IS MAINTAINED.
Most securities firms typically staff several financial advisors and one or more managers or other supervisory personnel in each of their branch offices. In contrast, most of the Partnership's branch offices are staffed by a single financial advisor with primary supervisory activity being conducted from its headquarters office, a method of supervision which the Partnership believes complies with all applicable industry and regulatory requirements. However, as a result of such method of supervision, the Partnership is potentially exposed to a greater risk of loss arising from alleged imprudent or illegal actions of its financial advisors due to the lack of direct supervisory oversight within each office. Furthermore, more time may elapse for such supervisory personnel to detect problem activity than if managers were maintained within each office, thereby exposing possible losses.
ACTIONS BY REGULATORY AGENCIES -- THE SECURITIES INDUSTRY IS HIGHLY REGULATED, AND AS A RESULT THE PARTNERSHIP IS SUBJECT TO VARIOUS LEGAL ACTIONS AND OTHER PROPOSED INVESTIGATIONS, WHICH, IF ADVERSELY DETERMINED, COULD MATERIALLY ADVERSELY AFFECT BUSINESS.
In recent years, mutual fund and annuity products have come under increased scrutiny from various state and federal regulatory authorities in connection with several industry issues including revenue sharing, mutual fund fees and expenses (including so-called "12b-1" fees described below under "Regulatory Initiatives"), market timing, late trading, the failure of various broker/dealers to provide breakpoint discounts to mutual fund purchasers and the manner in which mutual fund and annuity companies compensate broker/ dealers. The Partnership has received information requests and subpoenas from various regulatory and enforcement authorities regarding the Partnership's mutual fund compensation arrangements, mutual fund sales practices and other mutual fund issues. Although the Partnership is voluntarily cooperating with each inquiry, these or any other potential legal actions may result in adverse judgment, fines, or penalties. Some of these legal actions include claims for substantial compensatory and/ or punitive damages or claims for indeterminate amounts of damages. In each case, although the Partnership opposes the various recommendations proposed and being discussed with the staffs of various federal and state regulators, there is no assurance that they will concur with the Partnership's positions. See Item 3 - Legal Proceedings for additional information.
In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases in which claimants seek substantial or indeterminate damages, or actions which are in very preliminary stages, the Partnership cannot predict with certainty the eventual loss or range of loss related to such matters. The Partnership has determined that it is likely that ultimate resolution in favor of the plaintiffs will result in losses to the Partnership on some of these matters and as a result, has established appropriate accruals for potential litigation losses. The Partnership believes, based on current knowledge and after consultation with counsel, the outcome of these actions will not have a material adverse effect on the consolidated financial condition of the Partnership, although the outcome could be material to the Partnership's future operating results for a particular period or periods.
REGULATORY INITIATIVES- RECENTLY PROPOSED REGULATIONS MAY SIGNIFICANTLY ALTER OR RESTRICT THE HISTORIC BUSINESS PRACTICES, WHICH COULD NEGATIVELY AFFECT THE OPERATING RESULTS.
The Partnership is subject to extensive regulation by federal and state regulatory agencies and by self-regulatory organizations within the industry. The principal purpose of such regulation is the protection of customers and the securities markets.
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Item 1. Business, continued
The Partnership receives various payments in connection with the purchase, sale and holding of mutual fund shares by its clients. Those payments include standard sales loads, annual service fees (also referred to as "12b-1" fees) and expense reimbursements. All of the Partnership's preferred mutual fund families pay such fees, as well as some non-preferred mutual funds. Rule 12b-1 allows a mutual fund to pay distribution and marketing expenses out of the fund's assets. Although the SEC does not limit the size of 12b-1 fees that funds may pay, the NASD does impose such limitations. In addition, the Partnership also receives revenue sharing payments from its preferred mutual fund families.
In February 2005, the SEC reopened for comment proposed rules that would require broker/dealers to provide their customers with information regarding the costs and conflicts of interest that arise from the sales of mutual fund shares, including point-of-sale disclosures in both written and oral form. The Partnership cannot determine if or when the final rules will be adopted, and if adopted, how they will differ from the proposed rules. If the proposals are adopted, the new rules could adversely impact or restrict the business practices with respect to disclosures of 12b-1, revenue sharing and other fees. In addition, if the SEC, the NASD or any state regulatory agencies limit or eliminate such fees, it would have a material adverse effect on operating results for future periods. This could negatively affect the ability to recruit and retain financial advisors.
Any of these foregoing regulatory initiatives could adversely affect the business operations by reducing or eliminating certain fees that are significant components of the revenue stream.
COMPETITION -- THE PARTNERSHIP IS SUBJECT TO INTENSE COMPETITION FOR CLIENTS AND PERSONNEL, AND MANY OF THE COMPETITORS HAVE GREATER RESOURCES.
All aspects of the business are highly competitive. The Partnership competes directly with other securities firms and increasingly with other types of organizations and other businesses offering financial services. Many of these entities have substantially greater capital and other resources and some offer a wider range of financial services. In recent years, there has been significant consolidation of firms in the securities industry, forcing the Partnership to compete with larger firms with greater capital, brokerage volume and underwriting activities. The Partnership also competes with a number of firms offering discount brokerage services, usually with lower levels of service to individual customers. With minor exceptions, customers are free to transfer their business to competing organizations at any time.
Competition among financial services firms also exists for financial advisors and other personnel. The Partnership's continued ability to expand its business and to compete effectively depends on the ability of the Partnership to attract qualified employees and to retain and motivate current employees. If the profitability of the Partnership decreases, then bonuses paid to financial advisors and other personnel, along with profit-sharing contributions, may be decreased or eliminated, increasing the risk that personnel could be hired away by competitors. In addition, the Partnership has recently faced increased competition from larger firms in its non-urban markets, and from a broad range of firms in the urban and suburban markets in which it competes.
LITIGATION -- LITIGATION SEEKING SUBSTANTIAL DAMAGES FROM SECURITIES FIRMS HAS INCREASED IN RECENT YEARS, AND IT IS EXPECTED TO CONTINUE TO INCREASE AS MARKET FLUCTUATIONS CONTINUE.
Many aspects of the business involve substantial risks of liability. In recent years, there has been increasing litigation involving the securities industry generally and the Partnership, including class action suits that generally seek substantial damages. Litigation is expected to remain at this high level or continue to increase to the extent market fluctuations continue.
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Item 1. Business, continued
Additionally, due to the system of home office supervision, the Partnership may be exposed to an enhanced risk of legal actions instituted by customers resulting from alleged imprudent or illegal actions undertaken by the financial advisors.
The expenses incurred to defend and/or settle claims have increased significantly in the last few years. There can be no assurance that material losses arising from the defense and satisfaction of legal actions will not occur in future periods. See Item 3 - Legal Proceedings for more information.
UNDERWRITING, SYNDICATE AND TRADING POSITION RISKS -- THE PARTNERSHIP ENGAGES IN UNDERWRITING ACTIVITIES, WHICH CAN EXPOSE THE PARTNERSHIP TO MATERIAL LOSSES AND LIABILITY.
Participation as a manager or syndicate member in the underwriting of fixed income and equity securities will subject the Partnership to substantial risks. As an underwriter, the Partnership is subject to risk of substantial liability, expense, and adverse publicity resulting from possible claims against the underwriters under federal and state securities laws. The Securities Act of 1933 and other applicable laws and regulations impose substantial potential liabilities on underwriters for material misstatements or omissions in the prospectus used to describe the offered securities. In addition, there exists a potential for possible conflict of interest between an underwriter's desire to sell its securities and its obligation to its customers not to recommend unsuitable securities. In recent years, there has been an increasing incidence of litigation in these areas. These lawsuits are frequently brought for the benefit of large classes of purchasers of underwritten securities. Such lawsuits often name underwriters as defendants and typically seek substantial amounts in damages.
An underwriter may incur losses if it is unable to resell the securities it is committed to purchase or if it is forced to liquidate all or part of its commitment at less than the agreed upon purchase price. Furthermore, the commitment of capital to an underwriting may adversely affect the capital position and, as such, our participation in an underwriting may be limited by the requirement that we must at all times be in compliance with the SEC's Uniform Net Capital Rule, discussed below. In maintaining trading positions in fixed income and equity securities, the Partnership is exposed to a substantial risk of loss, depending upon the nature and extent of fluctuations in market prices.
RELIANCE ON ORGANIZATIONS -- THE PARTNERSHIP DEPENDS ON THIRD-PARTY ORGANIZATIONS, WHICH EXPOSES THE PARTNERSHIP TO DISRUPTION IF THEIR PRODUCTS AND SERVICES ARE NO LONGER OFFERED, SUPPORTED OR DEVELOP DEFECTS.
The Partnership incurs obligations to its customers which are supported by obligations from firms within the industry, especially those firms with which the Partnership maintains relationships through which securities transactions are executed. The inability of an organization, or to a lesser extent, any securities firm with which the Partnership does a large volume of business, to promptly meet its obligations could result in substantial losses to the Partnership.
The Partnership is particularly dependent on ADP in the United States. ADP acts as the exclusive agent for providing customer accounting and record keeping in the United States and all communications and information systems are integrated with the information systems of ADP. Consequently, any new computer systems or software packages implemented by ADP which are not compatible with current systems, or any other interruption or the cessation of service by ADP as a result of systems limitations or failures, could cause unanticipated disruptions in the Partnership's business which may result in financial losses and/or disciplinary action by governmental and self-regulatory organizations. Furthermore, ADP has recently announced that it will spin off its brokerage services group as an independent company, and the effect this spin-off could have on the services from ADP is unknown. Similar risks are experienced in
PART I
Item 1. Business, continued
foreign countries where the subsidiaries operate. Such foreign subsidiaries rely on other entities for providing clearing, settlement and customer accounting and/or record keeping.
The Partnership does not employ its own floor brokers for transactions on exchanges. The Partnership has arrangements with other brokers to execute its transactions in return for a commission based on the size and type of trade. If, for any reason, any of these clearing, settling, or executing agents were to fail, the Partnership and its customers would be subject to possible loss. To the extent that the Partnership would not be able to meet the obligations of the customers, such customers might experience delays in obtaining the protections afforded them.
INTERNATIONAL EXPANSION -- THE PARTNERSHIP'S FOREIGN OPERATIONS ARE NOT YET PROFITABLE; THEY MAY REQUIRE SIGNIFICANT INFUSIONS OF CAPITAL AND MAY NEVER BECOME PROFITABLE.
The branch system has expanded into Canada and the United Kingdom. Operations are at substantial deficits in these two countries, and it is anticipated that it will be a substantial number of years before the Partnership's expansion in these foreign jurisdictions will reach a sufficient scale of operations to yield profitability. Additional investments will be incurred in the interim; however, there can be no assurance that such operations will be successful even with additional investments. While annual losses for the Canadian operation have continued to decrease, the losses for the U.K. operation have remained relatively constant.
CAPITAL LIMITATIONS; UNIFORM NET CAPITAL RULE -- THE UNIFORM NET CAPITAL RULE IMPOSES MINIMUM NET CAPITAL REQUIREMENTS AND COULD LIMIT THE PARTNERSHIP'S ABILITY TO ENGAGE IN CERTAIN ACTIVITIES WHICH ARE CRUCIAL TO ITS BUSINESS.
Adequacy of capital is vitally important to broker/dealers, and lack of sufficient capital may limit Edward Jones' ability to compete effectively. In particular, lack of sufficient capital, or compliance with the SEC's Uniform Net Capital Rules, may limit Edward Jones' ability to commit to certain securities activities such as underwriting and trading, which use significant amounts of capital, its ability to expand margin account balances, as well as its commitment to new activities requiring an investment of capital. Consequently, a significant operating loss or an extraordinary charge against net capital could adversely affect Edward Jones' ability to expand or even maintain its present levels of business. Further, many of the Partnership's competitors have substantially greater capital and other resources.
Every registered broker/dealer doing business with the public is subject to the Uniform Net Capital Rule (Rule 15c3-1), promulgated by the SEC under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and incorporated into the rules of the NYSE. Rule 15c3-1 is designed to ensure financial soundness and liquidity through minimum net capital requirements. Edward Jones has elected to use the Rule's alternative method of computation, which requires that "net capital" be not less than the greater of $0.250 million or 2% of our "aggregate debit items," computed in accordance with the Formula for Determination of Reserve Requirements for Brokers and Dealers (Exchange Act Rule 15c3-3) (primarily receivables and other amounts due from or on behalf of customers). Rule 15c3-1 prohibits withdrawal of equity capital, whether by distribution, loan, repurchase or otherwise, if net capital would thereafter be less than 5% of aggregate debit items. Additionally, certain withdrawals require the consent of the SEC to the extent they exceed certain defined levels, even though such withdrawals would not cause net capital to be less than 5% of aggregate debit items. As a member of the NYSE, Edward Jones will also be required to restrict withdrawal of subordinated debt and equity capital if its net capital becomes less than 4% of its aggregate debit items. In addition, if Edward Jones' net capital becomes less than 5% of its aggregate debit items, it would not be able to expand its business operations, including opening new branch offices or hiring additional financial advisors. Rule 15c3-1 further provides that the total outstanding principal amount of a broker/dealer's indebtedness under certain subordination
PART I
Item 1. Business, continued
agreements, the proceeds of which are includable in net capital, may not exceed 70% of the sum of the total outstanding principal amounts of all subordinated indebtedness included in net capital and equity capital accounts for periods in excess of 90 days.
In computing "net capital," various deductions are made from net worth and qualifying subordinated debt which exclude assets not readily convertible into cash and which conservatively reduce the value of certain other assets (such as securities owned by Edward Jones) to reflect the possibility of a market decline pending their disposition. At December 31, 2006, Edward Jones' net capital of $573.9 million was 29.8% of aggregate debit items and its net capital in excess of the minimum required was $535.4 million. Net capital as a percentage of aggregate debit items after anticipated withdrawals was 29.8%. Net capital and the related capital percentage may fluctuate on a daily basis. See Note 15 in Part II.
Failure to maintain the required net capital may subject a firm to suspension or expulsion by the SEC, the NYSE and other regulatory bodies and may ultimately require its liquidation. Consequently, Edward Jones may be prohibited from expanding its business and may be required to restrict withdrawal of subordinated debt and equity capital in order to meet these requirements.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
The Partnership conducts its United States headquarters operations from three locations in St. Louis County, Missouri and one location in Tempe, Arizona, comprising a total of 25 separate buildings. Twenty-three buildings are owned by the Partnership and two buildings are leased through long-term operating leases. In addition, the Partnership leases its Canadian home office facility in Mississauga, Ontario through an operating lease and has an operating lease for its United Kingdom home office located in London, England. The Partnership also maintains facilities in 9,704 branch locations (as of February 23, 2007) which are located in the United States, Canada and the United Kingdom and are rented under predominantly cancelable leases. The Partnership believes that its properties are both suitable and adequate to meet the current and future growth projections of the organization.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, the Partnership is named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation. Certain of these legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. The Partnership is involved, from time to time, in investigations and proceedings by governmental and self-regulatory agencies, certain of which may result in adverse judgments, fines or penalties. In recent years, the number of legal actions and investigations has increased with a focus on mutual fund issues among many firms in the financial services industry, including the Partnership.
Revenue Sharing Class Action - The Partnership was sued in nine civil class - ---------------------------- actions that were eventually consolidated into three proceedings; namely: (1) Bressler, et al. v. Edward D. Jones & Co., L.P., (2) Spahn IRA, et al. v. Edward D. Jones & Co., L.P. and (3) Enriquez, et al. v. Edward D. Jones & Co., L.P. In August 2006, the Partnership announced a preliminary settlement agreement to resolve all three groups of lawsuits. Each of the suits claimed that the Partnership failed to adequately disclose its revenue sharing arrangements with certain designated Preferred Mutual Fund Families.
PART I
Item 3. Legal Proceedings, continued
The settlement involves all of the Partnership's present and former clients who purchased and/or held shares in any of the Preferred Mutual Fund Families during the period from January 1, 1999 through December 31, 2004. The Partnership has agreed to pay $55 million to former clients and for attorneys' fees, as well as any costs to administer the settlement. Additionally, the Partnership will issue $72.5 million of credit vouchers to current clients that can be redeemed ratably over a three-year period. Any credit voucher not redeemed during the applicable year would expire after each annual redemption period. The $55 million cash component of the settlement and related administrative costs was charged against previously established legal expense accruals. The $72.5 million non-cash credit voucher component will be recognized as a reduction to revenue in the periods in which they are redeemed by clients. The Partnership agreed to assume the cost of notice and administration of the settlement. The settlement provides for the release of all claims, debts and causes of action related to certain revenue sharing payments received by the Partnership, fees and commissions received by the Partnership for mutual fund trades, shelf-space arrangements, directed brokerage transactions, shareholder accounting fees and mutual fund trades generally.
On December 12, 2006, the Court in the Spahn case gave its preliminary approval for the settlement and directed notice be provided to class members within 120 days. On December 21, 2006, the Court in the Enriquez case entered an identical order preliminarily approving the settlement. The District Court in Bressler dismissed the lawsuit, however, the Plaintiffs have appealed that dismissal. The appeal has been stayed pending completion of the settlement. Once the settlement is finally approved, Plaintiffs in Bressler will dismiss their appeal and the dismissal entered by the District Court will become final.
The preliminarily approved settlement must still proceed through a final approval process before the Courts. At present, tentative hearings for final approval of the settlement are scheduled for July 20, 2007. If the settlement fails to be finally approved, the Partnership faces the possible legal risk of adjudicating the claims for damages that currently equal or exceed the amount of revenue sharing from 1999 through 2004.
The People of the State of California v. Edward D. Jones & Co., L.P., et al. - In addition to the foregoing civil class action litigation, the California Attorney General commenced a civil action against the Partnership on essentially the same allegations present in the civil class actions. The court has granted the Partnership's motion to dismiss and dismissed the lawsuit, and further denied the Attorney General's request for reconsideration. The California Attorney General has filed an appeal.
Wage and Hour Litigation - The Partnership has been sued in five putative class actions that allege that the Partnership has misclassified its financial advisors as exempt from overtime pay, improperly deducted certain business expenses and otherwise failed to comply with certain state and federal wage and hour laws. Four of the cases have been, or are in the process of being, consolidated before the United States District Court for the Western District of Pennsylvania. Those consolidated actions are Booher, et al. v. Edward D. Jones & Co., L.P., (National class under federal statutes); Ellis, et al. v. Edward D. Jones & Co., L.P. (Pennsylvania only class); Weaver, et al. v. Edward D. Jones & Co., L.P. (Ohio only class); and O'Brien, et al. v. Edward D. Jones & Co., L.P. (New York only class). The fifth lawsuit, Thill, et al. v. Edward D. Jones & Co., L.P. is pending before the United District Court in California and involves a California only putative class. The California and Pennsylvania courts have entered coordination orders. No class has yet been certified and the Partnership has denied the claims.
Net Asset Value ("NAV")- The NASD examined the practices of certain broker/dealers, including Edward Jones, with respect to mutual fund net asset value transfer programs during the period from 2002 through June 2004. During this period, the prospectuses of several mutual fund companies provided that under certain circumstances investors were eligible to purchase shares at net asset value (i.e., without any deduction for a sales load) if they were making the purchase with proceeds from the redemption of the
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Item 3. Legal Proceedings, continued
shares of another fund family and that redemption had taken place within a specified period of time of the purchase, typically 30, 60 or 90 days. The NASD investigated whether EDJ complied with the terms of the prospectuses with respect to these NAV transfer programs. In response to NASD requests for information, the Partnership identified transactions that involved payments by the firm's clients of front-end sales loads or purchases of share classes with contingent deferred sales charges under circumstances where customers may have been eligible to purchase shares at NAV under such NAV Transfer Programs. On December 11, 2006, the Partnership entered into a Letter of Acceptance, Waiver and Consent (the "AWC") with the NASD. Pursuant to the AWC, the Partnership agreed to establish a remediation program for clients who purchased shares of mutual funds from January 1, 2002 through December 31, 2004 and qualified for, but did not receive, the benefit of an NAV Transfer Program. Such remediation will include, in appropriate cases, 1) a refund of amounts paid as a sales charge, 2) a cash payment equal to an amount necessary to place the client in a financial position equivalent to what he or she would have been in if the relevant transactions had taken place at net asset value, and 3) interest on those amounts. The Partnership estimates that remediation payments to investors for the relevant period will be approximately $25 million plus interest, which will be charged against previously established legal expense accruals. Pursuant to the AWC, the remediation process is subject to review by a third party examiner, which review is currently ongoing. The Partnership is also required to set up and train a response team to field and respond to client inquires regarding the remediation process and the AWC. The Partnership also consented to a censure and a fine of $250,000.
In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases in which claimants seek substantial or indeterminate damages, or actions which are in very preliminary stages, the Partnership cannot predict with certainty the eventual loss or range of loss related to such matters. The Partnership has determined that it is likely that ultimate resolution in favor of the plaintiffs will result in losses to the Partnership on some of these matters and as a result, has established appropriate accruals for potential litigation losses. The Partnership believes, based on current knowledge and after consultation with counsel, the outcome of these actions will not have a material adverse effect on the consolidated financial condition of the Partnership, although the outcome could be material to the Partnership's future operating results for a particular period or periods.
PART I
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established public trading market for the Limited Partnership interests and their assignment is prohibited.
ITEM 6. SELECTED FINANCIAL DATA
The following information sets forth, for the past five years, selected financial data.
(All dollars in millions, except per unit information and units outstanding.)
Summary Consolidated Statements of Income Data:
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Item 6. Selected Financial Data, continued
Summary Consolidated Statements of Financial Condition Data:
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table summarizes the increase (decrease) in major categories of revenues and expenses for the last two years (dollar amounts in thousands).
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
BASIS OF PRESENTATION
Due to the adoption of Statement of Financial Accounting Standards ("SFAS") No. 150 on January 1, 2004, we are providing certain information in this discussion of our results of operations, including a measure of income before allocations to partners, that may be considered financial measures not in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America. We believe that these figures are helpful in allowing the reader to more accurately assess the ongoing nature of our operations and measure our performance more consistently. We use the presented financial measures internally to understand and assess the performance of our business. Therefore, we believe that this information is meaningful in addition to the information contained in the GAAP presentation of financial information. The presentation of this additional financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. See the New Accounting Standards note to the consolidated financial statements for further discussion of these items.
For internal analysis, the Partnership broadly categorizes its revenues as trade revenue (revenue from customer buy or sell transactions of securities) and net fee revenue (sources other than trade revenue including asset fees, account and activity fees and net interest income). In the Partnership's Consolidated Statements of Income, trade revenue is composed of commissions, principal transactions and investment banking. Net fee revenue is composed of asset fees, account and activity fees, interest and dividends, net of interest expense, and other revenues.
RESULTS OF OPERATIONS (2006 VERSUS 2005)
For 2006, net revenue increased 10% ($320.6 million) to $3.462 billion, while income before allocations to partners increased 18% ($60.7 million) to $390.7 million. The Partnership's profit margin based on income before allocations to partners increased to 11.1% in 2006, from 10.3% in 2005. Year over year, the Partnership's net revenue and income before allocations to partners increased due primarily to growth in customer asset values, higher account and activity fees, and higher net interest income. Operating expenses increased in 2006 due primarily to growth in sales compensation related to the increase in net revenues. The Partnership added 555 (6%) financial advisors during the twelve months ended December 31, 2006, ending the year with 10,288 financial advisors.
Trade revenue of $1.963 billion, which comprised 57% of net revenue, increased 7% ($122.6 million) in 2006 due primarily to an increase in customer dollars invested (the principal amount of customers' buy and sell transactions, which, in general, individually generate more than $50 (fifty dollars) in trade revenue), partially offset by a lower gross margin earned on customer dollars invested compared to the prior year. Total customer dollars invested were $82.9 billion during 2006, a 12% ($8.6 billion) increase from 2005. The Partnership's margin earned on each $1,000 invested decreased to $23.70 in 2006 from $24.70 in 2005. Year over year, customer dollars invested shifted to shorter term fixed income products reducing the margin earned on each $1,000 invested.
Commissions revenue increased 6% ($94.8 million) during 2006 to $1.664 billion. Commissions revenue increased year over year due primarily to a 7% ($3.9 billion) increase in customer dollars invested to $56.3 billion in 2006. Underlying the increase in commissions revenue, mutual fund commissions increased 7% ($74.6 million), equity commissions decreased .4% ($1.2 million) and insurance commissions increased 10% ($21.4 million). The following table summarizes commissions revenue year over year:
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
Principal transactions revenue increased 12% ($28.2 million) to $267.0 million during 2006 due primarily to an increase in customer dollars invested offset by a shift in customer dollars invested from higher margin, longer maturity fixed income products to lower margin, shorter maturity certificates of deposit. Customers invested $25.0 billion in principal transactions in 2006, an increase of 21% ($4.4 billion). The Partnership's margin earned on each $1,000 invested decreased to $10.40 during 2006 from $10.90 during 2005. Revenue from corporate bonds increased 69% ($37.2 million), certificates of deposit increased 15% ($5.1 million) and government bonds increased 12% ($2.6 million) while collaterized mortgage obligations decreased 48% ($12.5 million) and unit investment trusts decreased 38% ($8.7 million). The following table summarizes principal transaction revenue year over year:
Investment banking revenue decreased 1% ($.4 million) during 2006 to $32.5 million, due primarily to a decrease in municipal offerings in the current year.
Net fee revenue of $1.498 billion, comprising 43% of net revenue, increased 15% ($198.0 million) during 2006. Asset fees increased 22% ($160.9 million) to $877.8 million due to net new money flowing into these products coupled with the favorable impact of market conditions on customers' mutual fund and insurance assets generating asset fees. Average customer mutual fund and insurance assets increased $45.9 billion or 21% to $259.9 billion for 2006 compared to $214.0 billion for 2005.
Account and activity fees of $378.9 million increased 13% ($43.8 million) year over year due to growth in customer accounts. Revenue received from mutual fund and money market sub-transfer agent services increased 15% ($30.3 million) to $227.8 million, due primarily to a 15% increase in the number of customer accounts for which the Partnership provides mutual fund sub-transfer agent services. The number of retirement accounts for which the Partnership is custodian increased by 11%, resulting in custodial fee revenue growth of 10% ($7.8 million) to $86.0 million. Other revenue of $44.2 million decreased 53% ($49.8 million) year over year. The decrease between years is primarily attributable to a $70 million gain in 2005 that did not recur in 2006 compared to $21 million in gains in 2006 that did not
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
occur in 2005. During 2006, other income includes $21 million in gains from three sources ($8.1 million from the sale of banking assets by the Partnership's banking subsidiary; $6.8 million from the exchange of the Partnership's NYSE membership for shares in Archipelago in connection with the NYSE's Initial Public Offering; $6.5 million from the sale of the Partnership's interest in the investment advisor to the Federated Capital Income Fund). The Partnership's results for 2005 include a $70 million gain from the sale of a profit sharing interest in a mutual fund company.
Net interest and dividend income increased 28% ($43.1 million) to $197.4 million during 2006 due primarily to an increase in overnight investing activities and an increase in interest rates. Interest income from overnight investing activities increased 325% ($30.5 million) to $39.9 million. The average rate on these balances increased to 5.0% in 2006 from 3.2% in 2005, and the average investment balance increased 202% ($492.2 million) to $736.2 million due to increased customer credit balances. Interest income from customer loans increased 9% ($15.9 million). Average customer margin loan balances were $2.160 billion in 2006, compared to $2.451 billion in 2005, a decrease of 12%. The average rate earned on customer loan balances increased to approximately 8.84% during 2006 from approximately 7.09% during 2005.
Operating expenses increased 9% ($259.9 million) to $3.071 billion during 2006. Compensation and benefits costs increased 14% ($261.2 million) to $2.088 billion. Within compensation and benefits costs, sales compensation increased 13% ($129.6 million) due to increased revenue and financial advisor salary and subsidy which increased 33% ($21.5 million) due to new financial advisor compensation programs. Variable compensation, including bonuses and profit sharing paid to financial advisors, branch office assistants, and headquarters associates, which expands and contracts in relation to revenues, income before allocations to partners and the Partnership's related profit margin, increased 26% ($58.3 million). Headquarters and branch payroll expense increased 9% ($52.2 million) due to increased salary and medical costs for existing personnel and additional support at both the headquarters and in the branches as the Partnership increased the number of financial advisors. On a full time equivalent basis, the Partnership had 4,331 headquarters associates and 10,594 branch staff associates as of December 31, 2006, compared to 4,096 headquarters associates and 10,103 branch staff associates as of December 31, 2005.
Occupancy and equipment expense increased 5% ($13.5 million) to $273.6 million during 2006 due primarily to the growth in the number of branch offices as the Partnership expands the number of financial advisors and the accrual in the second quarter of 2006 of $3.6 million of additional expense related to the planned sublease of excess space in the Canada headquarter building. Communications and data processing expense increased 4% ($9.8 million) to $272.9 million during 2006 due to increased costs related to the continued expansion and enhancement of the Partnership's branch office network, including the Partnership's conversion to a terrestrial communications network for its branches from a satellite network. Other operating expenses increased 15% ($18.3 million) to $137.6 million primarily due to increased travel and entertainment costs and Managed Account Program ("MAP") money manager expense due to increased MAP assets. Legal expenses decreased 56% ($63.2 million) to $50.7 million during 2006 due to reduced costs associated with legal matters and regulatory settlements. (See Mutual Fund Matters below and Item 3 - Legal Proceedings for more information).
MUTUAL FUND MATTERS
In December 2004, the Partnership entered into settlement agreements with the SEC, NASD, NYSE and the U.S. Attorney's Office for the Eastern District of Missouri primarily related to allegations that the Partnership failed to adequately disclose revenue sharing payments that it received from a group of mutual fund families and 529 savings plans that the Partnership recommended to its customers. The agreements and orders required the Partnership to, among other things, make a payment of $75 million into a FAIR FUND, pursuant to Section 308 of the Sarbanes-Oxley Act of 2002, that will in turn be
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distributed to its customers who purchased so-called Preferred Family mutual fund shares from January 1, 1999 through December 2004. The payment was made to the U.S. Treasury in 2005 and is currently scheduled for distribution in 2007. To the best of the Partnerships' knowledge, all other aspects of the settlement have been completed.
The Partnership has received information requests and subpoenas from various regulatory and enforcement authorities regarding the Partnership's mutual fund compensation arrangements, mutual fund sales practices and other mutual fund issues. The Partnership is voluntarily cooperating with each inquiry. Also, the Partnership has been named as a defendant in various class actions on behalf of purchasers of recommended mutual funds. For additional discussions, refer to "Item 3 - Legal Proceedings."
In addition to the regulatory actions directed at the Partnership, there are various regulatory and legislative proposals being considered that could significantly impact the compensation that broker-dealers derive from mutual funds and annuity products. It is likely in the future that broker-dealers will be required to provide more disclosure to their clients with respect to payments received by them from the sales of these products. It is also possible that such payments may be restricted by law or regulation. For additional discussion, refer to "Item 1A
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
Principal transactions revenue decreased 22% ($65.2 million) to $238.9 million during 2005 due to a shift in customer dollars invested from higher margin, longer maturity fixed income products to lower margin, shorter maturity certificates of deposit. Customers invested $20.6 billion in principal revenue transactions in 2005, an increase of 6% ($1.1 billion). The Partnership's margin earned on each $1,000 invested decreased to $10.90 during 2005 from $15.00 during 2004. Revenue from corporate bonds decreased 42% ($39.4 million), municipal bonds decreased 25% ($26.9 million) and government bonds decreased 39% ($13.8 million) while certificates of deposits increased 70% ($14.2 million). The following table summarizes principal transaction revenue year over year:
Investment banking revenue increased 18% ($5.0 million) during 2005 to $32.9 million, due primarily to an increase in syndicate corporate debt offerings in 2005.
Net fee revenue of $1.300 billion, comprising 41% of net revenue, increased 29% ($293.4 million) during 2005. Asset fees increased 23% ($135.1 million) to $716.9 million due to the favorable impact of market conditions on customers' mutual fund and insurance assets generating asset fees. Average customer mutual fund and insurance assets increased $39.8 billion or 23% to $214.0 billion for 2005 compared to $174.3 billion for 2004.
Account and activity fees, and other revenue of $429.1 million increased 31% ($101.2 million) year over year. Other revenue for 2005 includes a $70.0 million payment received from a mutual fund company due to a termination of a profit sharing agreement. Excluding the $70.0 million termination payment, account and activity, and other fees have increased 10% ($31.2 million) over the prior year due to growth in customer accounts. Revenue received from mutual fund and money market sub-transfer agent services increased 15% ($25.4 million) to $197.4 million, due primarily to an 18% increase in the number of customer accounts for which the Partnership provides mutual fund sub-transfer agent services. The number of retirement accounts for which the Partnership is custodian increased by 13%, resulting in custodial fee revenue growth of 14% ($9.5 million) to $78.2 million.
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Net interest and dividend income increased 59% ($57.1 million) to $154.3 million during 2005 due primarily to an increase in customer margin loans outstanding and an increase in interest rates. Interest income from customer loans increased 39% ($49.3 million). Average customer margin loan balances were $2.451 billion in 2005, compared to $2.343 billion in 2004, an increase of 5%. The average rate earned on customer loan balances increased to approximately 7.09% during 2005 from approximately 5.24% during 2004.
Operating expenses increased 7% ($184.7 million) to $2.811 billion during 2005. Compensation and benefits costs increased 9% ($145.2 million) to $1.827 billion. Within compensation and benefits costs, sales compensation increased 5% ($43.6 million) due to increased revenue. Variable compensation, including bonuses and profit sharing paid to financial advisors, branch office assistants, and headquarters associates, which expands and contracts in relation to revenues, income before allocations to partners and the Partnership's related profit margin, increased 22% ($39.5 million). Payroll expense increased 12% ($61.7 million) due to increased compensation costs for existing personnel and additional support at both the headquarters and in the branches as the Partnership grows its sales force. Effective January 1, 2005, the Partnership implemented a special bonus program for certain existing personnel. Related bonus expense for 2005 was $28.0 million. On a full time equivalent basis, the Partnership had 4,096 headquarters associates and 10,103 branch staff associates as of December 31, 2005, compared to 4,030 headquarters associates and 9,858 branch staff associates as of December 31, 2004.
Advertising expenses increased 23% ($9.4 million) to $49.4 million during 2005 primarily due to the launch of a new advertising campaign in January 2005. Postage and shipping expense increased 14% ($6.4 million) to $51.4 million primarily due to mailing costs in 2005 associated with the Partnership's mutual fund settlements which were executed in December 2004. Legal expenses increased 12% ($12.6 million) to $113.9 million during 2005 due primarily to costs associated with legal matters and regulatory settlements. (See Mutual Fund Matters and Item 3 - Legal Proceedings for more information).
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's capital subject to mandatory redemption at December 31, 2006, excluding the reserve for anticipated withdrawals, was $907.4 million, compared to partnership capital, excluding the reserve for anticipated withdrawals, of $802.6 million at December 31, 2005. The increase is primarily due to the retention of General Partner earnings ($94.1 million) and the issuance of general partner and subordinated limited partner interests ($30.2 million and $8.2 million, respectively), offset by redemption of general partner, subordinated limited partner, and limited partner interests ($5.6 million, $18.4 million, and $3.9 million, respectively). It has been the Partnership's practice to retain approximately 30% of income allocated to general partners. For 2006 and 2005, the Partnership retained 32% and 26%, respectively, of income allocated to general partners. For 2004, the Partnership retained approximately 13% of income allocated to general partners.
At December 31, 2006, the Partnership had $312.0 million in cash and cash equivalents and $1.3 billion in cash segregated under federal regulations. Lines of credit were in place at such date aggregating $1.240 billion ($1.140 billion of which is through uncommitted lines of credit where actual borrowing availability is based on securities owned and customers' margin securities which serve as collateral for the loans). No amounts were outstanding under these lines at December 31, 2006.
The Partnership believes that the liquidity provided by existing cash balances, other highly liquid assets and borrowing arrangements will be sufficient to meet the Partnership's capital and liquidity requirements. Depending on conditions in the capital markets and other factors, the Partnership will, from time to time, consider the issuance of debt, the proceeds of which could be used to meet growth needs or for other purposes.
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The Partnership's growth has been financed through sales of limited partnership interests to its employees, retention of earnings, private placements of subordinated debt, long-term secured debt and operating leases under which the Partnership rents facilities, furniture, fixtures, computers and communication equipment.
On January 2, 2007, $294 million of limited partner interests were issued to employees of the Partnership. The funds will be used for general Partnership purposes.
There were no significant changes in the Partnership's financial commitments and obligations for the year ended December 31, 2006.
The following table summarizes the Partnership's financing commitments and obligations, as of December 31, 2006, excluding customer accounts due on demand. Subsequent to December 31, 2006, these commitments and obligations could fluctuate based on the changing business environment.
For the year ended December 31, 2006, cash and cash equivalents increased $51.2 million. Cash provided by operating activities was $533.1 million. The primary sources of cash from operating activities include income before allocations to partners adjusted for depreciation, a decrease in net receivables from customers, a decrease in receivable from mortgages and loans and an increase in accrued compensation and employee benefits. These increases to cash and cash equivalents were partially offset by a decrease in payable to depositors and an increase in segregated cash. Cash used in investing activities was $84.2 million consisting primarily of capital expenditures supporting the Partnership's operations. Cash used in financing activities was $397.7 million, consisting primarily of partnership withdrawals and distributions ($314.4 million), redemption of partnership interests ($27.8 million), repayment of subordinated debt ($45.7 million) and repayment of Federal Home Loan Bank advances ($30.5 million), offset by issuance of general partner and subordinated limited partner interests ($38.5 million).
For the year ended December 31, 2005, cash and cash equivalents increased $66.8 million. Cash provided by operating activities was $424.2 million. The primary sources of cash from operating activities include income before allocations to partners adjusted for depreciation, a decrease in net receivables from customers, an increase in accounts payable and accrued expenses, and an increase in accrued compensation and employee benefits. These increases to cash and cash equivalents were partially offset by an increase in securities purchased under agreements to resell and other assets. Cash used in investing activities was $89.4 million consisting primarily of capital expenditures supporting the Partnership's operations. Cash used in financing activities was $268.1 million, consisting primarily of partnership withdrawals and distributions ($212.3 million), redemption of partnership interests ($33.8 million) and repayment of subordinated debt ($43.2 million), offset by issuance of subordinated limited partner interests ($24.2 million).
As a result of its activities as a broker-dealer, Edward Jones, the Partnership's principal subsidiary, is
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subject to the Net Capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934 and the capital rules of the NYSE. Under the alternative method permitted by the rules, Edward Jones must maintain minimum Net Capital, as defined, equal to the greater of $0.250 million or 2% of aggregate debit items arising from customer transactions. The Net Capital rule also provides that partnership capital may not be withdrawn if resulting Net Capital would be less than 5% of aggregate debit items. Additionally, certain withdrawals require the consent of the SEC to the extent they exceed defined levels, even though such withdrawals would not cause Net Capital to be less than 5% of aggregate debit items. At December 31, 2006, Edward Jones' Net Capital of $573.9 million was 29.8% of aggregate debit items and its Net Capital in excess of the minimum required was $535.4 million. Net Capital after anticipated withdrawals, which are scheduled subordinated debt principal payments through June 30, 2007, as a percentage of aggregate debit items was 29.8%. Net capital and the related capital percentages may fluctuate on a daily basis.
CRITICAL ACCOUNTING POLICIES
The Partnership's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which may require judgment and involve estimation processes to determine its assets, liabilities, revenues and expenses which affect its results of operations.
The Partnership believes that of its significant accounting policies, the following critical policies may involve a higher degree of judgment and complexity.
Customers' transactions are recorded on a settlement date basis with the related revenue and expenses recorded on a trade date basis. The Partnership may be exposed to risk of loss in the event customers, other brokers and dealers, banks, depositories or clearing organizations are unable to fulfill contractual obligations. For transactions in which it extends credit to customers, the Partnership seeks to control the risks associated with these activities by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines.
Securities owned and sold, not yet purchased, including inventory securities and investment securities, are valued at market value which is determined by using quoted market or dealer prices.
The following significant accounting policies require estimates that involve a higher degree of judgment and complexity.
The Partnership provides for potential losses that may arise out of litigation, regulatory proceedings and other contingencies to the extent that such losses can be estimated, in accordance with SFAS No. 5, "Accounting for Contingencies." See Item 3 - Legal Proceedings, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Mutual Fund Matters and Note 16 to the consolidated financial statements for further discussion of these items. The Partnership regularly monitors its exposures for potential losses. The Partnership's total liability with respect to litigation represents the best estimate of probable losses after considering, among other factors, the progress of each case, the Partnership's experience and discussions with legal counsel.
The Partnership's periodic evaluation of the estimated useful lives of equipment, property and improvements is based on the original life determined at the time of purchase and any events or changes in circumstances that would result in a change in the useful life.
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Included in management's discussion and analysis of financial condition and results of operations, and in the quantitative and qualitative disclosures about market risk, and in the notes to the financial statements (See Note 1 to the consolidated financial statements), are additional discussions of the Partnership's accounting policies.
THE EFFECTS OF INFLATION
The Partnership's net assets are primarily monetary, consisting of cash, securities inventories and receivables less liabilities. Monetary net assets are primarily liquid in nature and would not be significantly affected by inflation. Inflation and future expectations of inflation influence securities prices, as well as activity levels in the securities markets. As a result, profitability and capital may be impacted by inflation and inflationary expectations. Additionally, inflation's impact on the Partnership's operating expenses may affect profitability to the extent that additional costs are not recoverable through increased prices of services offered by the Partnership.
NEW ACCOUNTING STANDARDS
On September 15, 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value under GAAP, and enhances disclosures about fair value measurements. SFAS 157 retains the exchange price notion and clarifies that the exchange price is the price that would be received for an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. SFAS 157 is effective for the Partnership's financial statements for the year beginning on January 1, 2008, with earlier adoption permitted. The Partnership is currently evaluating the effect of SFAS 157 and does not expect it to have a material impact on its consolidated financial condition, results of operations, or cash flows.
On September 13, 2006, the SEC issued Staff Accounting Bulletin No. 108 ("SAB 108"). SAB 108 expressed the SEC Staff's views regarding the process of quantifying financial statement misstatements. SAB 108 states that in evaluating the materiality of financial statement misstatements, the impact of correcting misstatements, including both the carryover and reversing effects of prior year misstatements, must be quantified on the current year financial statements. SAB 108 is effective for the year ended December 31, 2006. Under certain circumstances, prior year financial statements will not have to be restated and the effects of initially applying SAB 108 on prior years will be recorded as a cumulative effect adjustment. The Partnership has determined that the implementation of SAB 108 did not have an effect on its consolidated financial condition, results of operations, or cash flows.
In June 2005, the FASB issued SFAS No. 154 "Accounting Changes and Error Corrections," a replacement of APB Opinion No. 20 "Accounting Changes," and FASB No. 3 "Reporting Accounting Changes in Interim Financial Statements." This statement requires all changes in accounting principles to be accounted for by retrospective application to the financial statements for prior periods unless it is impracticable to do so. It is effective for accounting changes made in fiscal years beginning after December 15, 2005. SFAS No. 154 did not have a material impact on consolidated financial position, results of operation or cash flows.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity. The provisions of SFAS No. 150 were adopted in the Partnership's financial statements beginning with the quarter ended March 26, 2004.
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Under the provisions of SFAS No. 150, the obligation to redeem a partner's capital in the event of a partner's death is one of the statement's criteria requiring equity capital to be classified as a liability. Since the Partnership is obligated to redeem a partner's capital after a partner's death, the Statement requires all of the Partnership's equity capital to be classified as a liability. Income allocable to limited, subordinated limited and general partners was previously classified on the Partnership's statement of income as net income. In accordance with SFAS No. 150, these allocations are now considered interest expense and are classified as a reduction of income before allocations to partners, which results in a presentation of $0 net income for the year ended December 31, 2006 and 2005. The financial statement presentations required to comply with SFAS No. 150 do not alter the Partnership's treatment of income, income allocations or equity capital for any other purposes. In addition, SFAS No. 150 does not have any effect on, nor is it applicable to, the Partnership's subsidiaries' financial statements.
Net income, as defined in the Partnership Agreement, is now equivalent to income before allocations to partners on the Consolidated Statements of Income. Such income, if any, for each calendar year is allocated to the Partnership's three classes of capital in accordance with the formulas prescribed in the Partnership Agreement. First, limited partners are allocated net income (as defined in the Partnership Agreement) in accordance with the prescribed formula for their share of net income. Limited partners do not share in the net loss (as defined in the Partnership Agreement) in any year in which there is a net loss and the Partnership is not dissolved or liquidated. Thereafter, subordinated limited partners and general partners are allocated any remaining net income based on formulas in the Partnership Agreement.
The Partnership does not qualify as an accelerated filer under the Sarbanes-Oxley Act of 2002 with regard to Section 404 of the Act concerning Management Assessment of Internal Controls. The provisions of Section 404 will be applicable to the Partnership's financial statements effective for the year ended December 31, 2007. The Partnership has prepared for implementation of this requirement.
FORWARD-LOOKING STATEMENTS
This report on Form 10-K, and in particular Management's Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of the federal securities laws. You can identify forward-looking statements by the use of the words "believe," "expect," "anticipate," "intend," "estimate," "project," "will," "should," and other expressions which predict or indicate future events and trends and which do not relate to historical matters. You should not rely on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Partnership. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Partnership to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.
Some of the factors that might cause differences include, but are not limited to, the following: (1) regulatory actions; (2) litigation, including that involving mutual fund matters; (3) changes in legislation; (4) actions of competitors; (5) changes in technology; (6) a fluctuation or decline in the market value of securities; (7) rising interest rates; (8) securities theft; (9) the ability of customers, other broker-dealers, banks, depositories and clearing organizations to fulfill contractual obligations; and (10) general economic conditions. These forward-looking statements were based on information, plans, and estimates at the date of this report, and we do not undertake to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.
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ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The SEC issued market risk disclosure requirements to enhance disclosures of accounting policies for derivatives and other financial instruments and to provide quantitative and qualitative disclosures about market risk inherent in derivatives and other financial instruments. Various levels of management within the Partnership manage the firm's risk exposure. Position limits in trading and inventory accounts are established and monitored on an ongoing basis. Credit risk related to various financing activities is reduced by the industry practice of obtaining and maintaining collateral. The Partnership monitors its exposure to counterparty risk through the use of credit exposure information, the monitoring of collateral values and the establishment of credit limits.
The Partnership is exposed to market risk from changes in interest rates. Such changes in interest rates impact the income from interest earning assets, primarily receivables from customers on margin balances, and may have an impact on the expense from liabilities that finance these assets. At December 31, 2006, amounts receivable from customers were $2.044 billion. Liabilities include amounts payable to customers and other interest and non-interest bearing liabilities.
The Partnership performed an analysis of its financial instruments and assessed the related interest rate risk and materiality in accordance with the rules. Under current market conditions and based on current levels of interest earning assets and the liabilities that finance these assets, the Partnership estimates that a 100 basis point increase in short-term interest rates could increase its annual net interest income by approximately $17.0 million. Conversely, the Partnership estimates that a 100 basis point decrease in short-term interest rates could decrease the Partnership's annual net interest income by up to $29.7 million. A decrease in short-term interest rates has a more significant impact on net interest income because under the current low interest rate environment the Partnership's interest bearing liabilities are less sensitive compared to its interest earning assets.
Based on its analysis, in the opinion of management, the risk associated with the Partnership's financial instruments at December 31, 2006 will not have a material adverse effect on the consolidated financial position or results of operations of the Partnership.
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ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements Included in this Item
Page No.
Report of Independent Registered Public Accounting Firm ...... 36
Consolidated Statements of Financial Condition as of December 31, 2006 and 2005 ................................... 37
Consolidated Statements of Income for the years ended December 31, 2006, 2005 and 2004 ............................. 39
Consolidated Statements of Changes in Partnership Capital Subject to Mandatory Redemption for the years ended December 31, 2006, 2005 and 2004.............................. 40
Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004.............................. 42
Notes to Consolidated Financial Statements.................... 43
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Jones Financial Companies, L.L.L.P.
In our opinion, the accompanying consolidated statements of financial condition and the related consolidated statements of income, of changes in partnership capital subject to mandatory redemption and of cash flows present fairly, in all material respects, the consolidated financial position of The Jones Financial Companies, L.L.L.P. and its subsidiaries (the "Partnership") at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP St. Louis, Missouri March 23, 2007
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THE JONES FINANCIAL COMPANIES, L.L.L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per unit information)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE PARTNERSHIP'S BUSINESS AND BASIS OF ACCOUNTING. The accompanying consolidated financial statements include the accounts of The Jones Financial Companies, L.L.L.P. and all wholly owned subsidiaries (collectively, the "Partnership"). All material intercompany balances and transactions have been eliminated in consolidation. Non-controlling minority interests are accounted for under the equity method. The results of the Partnership's subsidiary in Canada are included in the Partnership's consolidated financial statements for the twelve months ended November 30, 2006, 2005 and 2004 because of the timing of the Partnership's financial reporting process.
The Partnership operates as a single business segment. The Partnership's principal operating subsidiary, Edward D. Jones & Co., L.P. ("Edward Jones"), is comprised of three registered broker-dealers primarily serving individual investors. Edward Jones primarily derives its revenues from the retail brokerage business through the sale of listed and unlisted securities, insurance products, investment banking and principal transactions and as a distributor of mutual fund shares. Edward Jones conducts business throughout the United States of America, Canada and the United Kingdom with its customers, various brokers, dealers, clearing organizations, depositories and banks. Boone National Savings and Loan Association, F.A. (the "Association"), a wholly owned subsidiary of the Partnership, made commercial, real estate, and other loans primarily to customers in central Missouri. Additionally, the Association offered trust services to Edward Jones customers through its division, the Edward Jones Trust Company. See Note 10 - Sale of the Association's Banking Business for information on the sale of the Association's banking business.
The consolidated financial statements have been prepared under the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America which require the use of certain estimates by management in determining the Partnership's assets, liabilities, revenues and expenses. Actual results could differ from these estimates.
Substantially all of the Partnership's short-term financial assets and liabilities are carried at fair value or contracted amounts which approximate fair value.
Under the terms of the Partnership agreement, a partner's capital will be redeemed by the Partnership in the event of the partner's death, resignation or termination. In the event of a partner's death, the Partnership must redeem the partner's capital within six months. Limited partners withdrawing from the Partnership due to termination or resignation are repaid their capital in three equal annual installments beginning the month after their resignation or termination. The capital of general partners resigning or terminated from the Partnership is converted to subordinated limited partnership capital. Subordinated limited partners are repaid their capital in four equal annual installments beginning the month after their request for withdrawal of contributed capital. The Partnership's managing partner has the discretion to waive these withdrawal restrictions. All current and future partnership capital is subordinate to all current and future liabilities of the Partnership, including the liabilities subordinated to claims of general creditors.
TRANSACTION RISK. The Partnership's securities activities involve execution, settlement and financing of various securities transactions for customers. The Partnership may be exposed to risk of loss in the event customers, other brokers and dealers, banks, depositories or clearing organizations are unable to fulfill contractual obligations. For transactions in which it extends credit to customers, the Partnership seeks to
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control the risks associated with these activities by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines.
REVENUE RECOGNITION. Customer transactions are recorded on a settlement date basis and the related commissions, principal transactions and investment banking revenues are recorded on a trade date basis. All other forms of revenue are recorded on an accrual basis.
Commissions consist of charges to customers for the purchase or sale of securities, insurance products and mutual fund shares.
Asset fees revenue is recorded in the period earned and consists primarily of service fees and other revenues received under agreements with mutual fund and insurance companies based on the underlying value of the Partnership's customers' assets invested in those companies' products. Asset-based revenues related to the Partnership's interest in the Advisor to the Edward Jones Money Market Fund are included in asset fees revenue.
Account and activity fees revenue is recorded in the period earned and includes fees received from mutual fund companies for sub-transfer agent accounting services performed by the Partnership and self-directed IRA custodian account fees. It also includes other activity based revenues from customers, mutual fund companies and insurance companies.
Principal transactions revenue results from the Partnership's participation in market-making activities in over-the-counter corporate securities, municipal obligations, U.S. Government obligations, including general obligations and revenue bonds, unit investment trusts and mortgage-backed securities.
Interest and dividend income is earned primarily on margin account balances, securities purchased under agreement to resell, cash equivalents, inventory securities and investment securities.
Investment banking revenues are derived from the Partnership's underwriting and distribution of securities on behalf of issuers.
FOREIGN EXCHANGE. Assets and liabilities denominated in foreign currencies are translated at the exchange rates at the end of the period. Revenue and expenses denominated in foreign currencies are translated using the prevailing exchange rate on the date of the transaction. Foreign exchange gains and losses are included in Other Revenue on the Consolidated Statements of Income.
CASH AND CASH EQUIVALENTS. The Partnership considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
CASH SEGREGATED UNDER FEDERAL REGULATIONS. Cash of $1,313,000 and $2 was segregated in a special reserve bank account for the benefit of customers, as of December 31, 2006 and 2005, respectively, under rule 15c3-3 of the Securities and Exchange Commission ("SEC").
SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL. The Partnership participates in short-term resale agreements collateralized by U.S. government and agency securities. The market value of the underlying collateral as determined daily, plus accrued interest thereon, must equal or exceed 102% of the carrying amount of the transaction. It is the Partnership's policy to have such underlying resale agreement collateral delivered to the Partnership or deposited in its accounts at its custodian banks. Resale agreements are carried at the amount at which the securities will be subsequently resold as specified in the agreements.
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SECURITIES BORROWING AND LENDING ACTIVITIES. Securities borrowed and securities loaned transactions are reported as collateralized financings. Securities borrowed transactions require the Partnership to deposit cash or other collateral with the lender. In securities loaned transactions, the Partnership receives collateral in the form of cash or other collateral. Collateral for both securities borrowed and securities loaned is based on 102% of the market value of the underlying securities loaned. The Partnership monitors the market value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as necessary. Securities borrowed and securities loaned are included in receivable from and payable to brokers, dealers and clearing organizations in the consolidated statements of financial condition.
COLLATERAL. The Partnership reports as assets collateral it has pledged in secured borrowings and other arrangements when the secured party cannot sell or repledge the assets or the Partnership can substitute collateral or otherwise redeem it on short notice. The Partnership does not report collateral it has received in secured lending and other arrangements as an asset when the debtor has the right to redeem or substitute the collateral on short notice.
MORTGAGES AND LOANS. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal adjusted for any charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.
SECURITIES OWNED AND SOLD, NOT YET PURCHASED. Securities owned and sold, not yet purchased, including inventory securities and investment securities, are valued at market value which is determined by using quoted market or dealer prices.
EQUIPMENT, PROPERTY AND IMPROVEMENTS. Equipment, including furniture and fixtures, is recorded at cost and depreciated using straight-line and accelerated methods over estimated useful lives of two to twelve years. Buildings are depreciated using the straight-line method over their useful lives, which are estimated at thirty years. Leasehold improvements are amortized based on the term of the lease or the economic useful life of the improvement, whichever is less. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization is removed from the accounts. The cost of maintenance and repairs is charged against income as incurred, whereas significant enhancements are capitalized. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be fully recoverable. If impairment is indicated, the asset value is written down to its fair market value.
INCOME TAXES. Income taxes have not been provided for in the consolidated financial statements since The Jones Financial Companies, L.L.L.P. is organized as a partnership and each partner is liable for its own tax payments. Any subsidiaries' income tax provisions are insignificant.
RECLASSIFICATION. Certain prior year balances have been reclassified to conform with the current year presentation.
PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTIONS. The Financial Accounting Standards Board Statement of Financial Accounting Standards ("SFAS") No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," established standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity.
Since the Partnership is obligated to redeem a partner's capital after a partner's death, the Statement requires all of the Partnership's equity capital to be classified as a liability. Income before allocations to partners prior to the issuance of the Statement was classified on the Partnership's statement of income as
PART II
Item 8. Financial Statements and Supplementary Data, continued
net income. These allocations are now considered interest expense and are classified as a reduction of income before allocations to partners, which results in a presentation of $0 net income for the years ended December 31, 2006, 2005 and 2004. The financial statement presentations required to comply with GAAP do not alter the Partnership's treatment of income, income allocations or equity capital for any other purposes. In addition, SFAS No. 150 does not have any effect on, nor is it applicable to, the Partnership's subsidiaries' financial statements.
Net income, as defined in the Partnership Agreement, is now equivalent to income before allocations to partners on the Consolidated Statements of Income. Such income, if any, for each calendar year is allocated to the Partnership's three classes of capital in accordance with the formulas prescribed in the Partnership Agreement. First, limited partners are allocated net income in accordance with the prescribed formula for their share of net income. Thereafter, subordinated limited partners and general partners are allocated any remaining net income based on formulas in the Partnership Agreement. Limited partners do not share in the net loss in any year in which there is a net loss and the Partnership is not dissolved or liquidated.
NOTE 2 - RECEIVABLE FROM AND PAYABLE TO CUSTOMERS
Receivable from and payable to customers include margin balances and amounts due on cash transactions. The value of securities owned by customers and held as collateral for these receivables is not reflected in the consolidated financial statements. Substantially all amounts payable to customers are subject to withdrawal upon customer request. The Partnership pays interest on certain credit balances in customer accounts.
NOTE 3 - RECEIVABLE FROM AND PAYABLE TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS
The components of receivable from and payable to brokers, dealers and clearing organizations are as follows:
PART II
Item 8. Financial Statements and Supplementary Data, continued
Receivable from clearing organizations represents balances and deposits with clearing organizations and the Partnership's Canadian carrying broker. Securities failed to deliver/receive represent the contract value of securities which have not been delivered or received by settlement date.
NOTE 4 - RECEIVABLE FROM MORTGAGES AND LOANS
Receivable from mortgages and loans is primarily composed of the Association's adjustable rate mortgage loans, commercial and other loans, net of discounts, deferred origination fees and the allowance for loan losses. The carrying amounts of the receivables approximate their fair values. See Note 10 - Sale of the Association's Banking Business.
NOTE 5 - RECEIVABLE FROM MUTUAL FUNDS, INSURANCE COMPANIES, AND OTHER
Receivable from mutual funds, insurance companies and other is primarily composed of amounts due to the Partnership for asset based fees and fees for sub-transfer agent accounting services from the mutual fund vendors and insurance companies.
NOTE 6 - SECURITIES OWNED AND SECURITIES SOLD, NOT YET PURCHASED
Securities owned and securities sold, not yet purchased are summarized as follows (at market value):
PART II
Item 8. Financial Statements and Supplementary Data, continued
The Partnership attempts to reduce its exposure to market price fluctuations of its inventory securities through the sale of U.S. government securities and, to a limited extent, the sale of fixed income futures contracts. The amount of the securities purchased or sold will fluctuate on a daily basis due to changes in inventory securities owned, interest rates and market conditions. Futures contracts are settled daily, and any gain or loss is recognized in principal transactions revenue. The notional amount of futures contracts sold was $25,000 and $7,000 at December 31, 2006 and 2005, respectively.
NOTE 7 - EQUIPMENT, PROPERTY AND IMPROVEMENTS
Equipment, property and improvements are summarized as follows:
Depreciation and amortization expense on equipment, property and improvements is included in the Consolidated Statements of Income under Communications and Data Processing, and Occupancy and Equipment.
NOTE 8 - BANK LOANS
Bank Loans consist of a $10,000 unsecured bank line of credit, which was terminated as of February 26, 2007. There are no amounts outstanding under this line of credit as of December 31, 2006. Interest on amounts drawn under the line of credit is paid quarterly at a variable rate of 6.88% at December 31, 2006, based on LIBOR plus applicable margin. At December 31, 2005, Leasing had $8,500 drawn under the unsecured line of credit, which was used to fund the construction of a new office building in Tempe, Arizona. The note payable agreement contained restrictions that, among other things, required maintenance of a fixed charge coverage ratio of 1.0 to 1.0 and minimum net capital of $28,000, as defined in the agreement.
Edward Jones borrows from banks on a short-term basis primarily to finance customer margin balances and inventory securities. As of December 31, 2006, Edward Jones had bank lines of credit aggregating $1,240,000 of which $1,140,000 were through uncommitted facilities. Actual borrowing availability under the uncommitted facilities is primarily based on the value of securities owned and customers' margin securities. There were no bank loans outstanding under these lines as of December 31, 2006 or 2005.
Interest is at a fluctuating rate based on short-term lending rates. During the year ended December 31, 2006, Edward Jones had no outstanding bank loans. During the year ended December 31, 2005, Edward Jones had bank loans outstanding for ten days with an average daily outstanding balance of $40,200 at an average interest rate of 3.89%. During 2004, Edward Jones had bank loans outstanding for twenty-one days of $29,810 at an average interest rate of 2.26%.
PART II
Item 8. Financial Statements and Supplementary Data, continued
NOTE 9 - PAYABLE TO DEPOSITORS
Amounts payable to depositors are composed of the Association's various savings instruments offered to its customers, which include transaction accounts and certificates of deposit with maturities ranging from 90 days to 72 months. The carrying amounts of the deposits approximate their fair values. See Note 10 - Sale of the Association's Banking Business for additional information.
NOTE 10 - SALE OF THE ASSOCIATION'S BANKING BUSINESS
On April 4, 2006, the Association, the Partnership and Commerce Bank, N.A. ("Commerce") entered into a Purchase and Assumption Agreement (the "Purchase Agreement") pursuant to which Commerce agreed to acquire substantially all of the assets and assume substantially all of the liabilities of the Association related to its banking business. Under the Purchase Agreement, the Partnership received a purchase price of $16.2 million adjusted for the Association's net assets purchased or liabilities assumed by Commerce. The Partnership recognized an after-tax gain of $8.1 million when the sale closed on July 20, 2006. With the closing of the Purchase Agreement, the Association is no longer engaged in the business of banking through Boone National Savings and Loan. The Association was renamed Edward Jones Trust Company and continues the trust business that was conducted by Edward Jones Trust Company, formerly a division of the Association.
As of December 31, 2006, the Association's net assets not purchased by Commerce and remaining on the Consolidated Statements of Financial Condition aggregated $1.0 million. The Partnership intends to sell these assets. The income from operations for the discontinued banking business included in Income before allocation to partners was $0.663 million for the year ended December 31, 2006. The revenue and expense activity related to the discontinued operations was not material to the Partnership's financial results.
NOTE 11- FEDERAL HOME LOAN BANK ADVANCES
The Association had no loans from The Federal Home Loan Bank ("FHLB") as of December 31, 2006. The Association had $30,544 as of December 31, 2005. The interest rates on these loans as of December 31, 2005 ranged from 1.90% to 6.41%. At December 31, 2005, $6,000 of these loans were callable at the discretion of the FHLB. At December 31, 2005, $64,777 of receivable from mortgages and loans were pledged as collateral to the FHLB for these loans. Bank loans outstanding at the Association approximate their fair value.
During 2005 and 2004, the Association's average aggregate bank loans outstanding were $36,109 and $30,800, respectively, and the average interest rate was 3.93% and 3.69%, respectively.
PART II
Item 8. Financial Statements and Supplementary Data, continued
NOTE 12 - LONG-TERM DEBT
Long-term debt is composed of the following:
Scheduled annual principal payments, as of December 31, 2006 are as follows:
Principal Year Payment ---------- ---------
2007 $ 3,555 2008 1,742 2009 802 2010 863 2011 927 Thereafter 6,500 --------
$ 14,389 ========
The real estate notes payable of $14,389 at December 31, 2006 are collateralized by land and buildings with a cost basis of $39,167 and a carrying value of $24,617 at December 31, 2006. One note payable agreement contained restrictions that, among other things, required maintenance of a fixed charge coverage ratio of 1.0 to 1.0 and minimum net capital of $14,000, as defined in the agreement. The Partnership is in compliance with all debt covenants and restrictions as of December 31, 2006 and 2005.
The Partnership has estimated the fair value of the long-term debt to be approximately $14,651 and $21,770 as of December 31, 2006 and 2005, respectively.
PART II
Item 8. Financial Statements and Supplementary Data, continued
NOTE 13 - LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS
Liabilities subordinated to claims of general creditors consist of:
Required annual principal payments, as of December 31, 2006, are as follows:
Principal Year Payment ---------- ---------
2007 $ 23,200 2008 14,200 2009 3,700 2010 53,700 2011 53,700 Thereafter 150,000 ---------
$ 298,500 =========
The capital note agreements contain restrictions which, among other things, require maintenance of certain financial ratios, restrict encumbrance of assets and creation of indebtedness and limit the withdrawal of partnership capital subject to mandatory redemption. As of December 31, 2006, Edward Jones was required, under the note agreements, to maintain minimum partnership capital subject to mandatory redemption of $400,000 and Net Capital of $144,385 (see Note 15). Edward Jones is in compliance with all restrictions as of December 31, 2006 and 2005.
The subordinated liabilities are subject to cash subordination agreements approved by the New York Stock Exchange, Inc. and, therefore, are included in Edward Jones' computation of Net Capital under the SEC's uniform Net Capital rule. The Partnership has estimated the fair value of the subordinated capital notes to be approximately $311,000 and $352,200 as of December 31, 2006 and 2005, respectively.
PART II
Item 8. Financial Statements and Supplementary Data, continued
NOTE 14 - PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION
As more fully described under "New Accounting Standards" in Note 1, the firm's partnership capital has been classified as a liability under SFAS No. 150 as "Partnership capital subject to mandatory redemption." The firm's partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals of $907,386 consists of $208,332 of limited partnership capital issued in $1,000 units, $125,131 of subordinated limited partnership capital and $573,923 of general partnership capital as of December 31, 2006.
The limited partnership capital subject to mandatory redemption is held by current and former employees and general partners of the Partnership. Limited partners are guaranteed a minimum 7.5% return on the face amount of their capital. Expense related to the 7.5% return was $15,765, 16,095, and $16,492, for the years ended December 31, 2006, 2005 and 2004, respectively, and is included as a component of Interest Expense. The 7.5% return is paid to limited partners regardless of the Partnership's earnings.
The subordinated limited partnership capital subject to mandatory redemption is held by current and former general partners of the Partnership. Each subordinated limited partner receives a varying percentage of the net income of the Partnership. The subordinated limited partner capital subject to mandatory redemption is subordinated to the limited partnership capital.
NOTE 15 - NET CAPITAL REQUIREMENTS
As a result of its activities as a broker-dealer, Edward Jones is subject to the Net Capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934 and the capital rules of the New York Stock Exchange, Inc. Under the alternative method permitted by the rules, Edward Jones must maintain minimum Net Capital equal to the greater of $250 or 2% of aggregate debit items arising from customer transactions. The Net Capital rule also provides that partnership capital may not be withdrawn if resulting Net Capital would be less than 5% of aggregate debit items. Additionally, certain withdrawals require the consent of the SEC to the extent they exceed defined levels, even though such withdrawals would not cause Net Capital to be less than 5% of aggregate debit items.
At December 31, 2006, Edward Jones' Net Capital of $573,913 was 29.8% of aggregate debit items and its Net Capital in excess of the minimum required was $535,410. Net Capital after anticipated withdrawals, which are scheduled subordinated debt payments through June 30, 2007, as a percentage of aggregate debit items was 29.8%. Net Capital and the related capital percentages may fluctuate on a daily basis.
At December 31, 2006, the Partnership's foreign broker-dealer subsidiaries and EJTC were in compliance with regulatory capital requirements in the jurisdictions in which they operate.
NOTE 16 - OTHER REVENUE
Included in other revenue in 2006 are an $8,100 gain from the sale of the Association's banking operations, $6,800 in unrealized gains from the receipt of shares in exchange for the Partnership's NYSE membership as a result of the merger between the NYSE and Archipelago, and a $6,500 gain from the sale of the Partnership's interest in the investment advisor to Federated's Capital Income Fund.
During December 2005, Edward Jones and a mutual fund company terminated a profit sharing agreement which entitled Edward Jones to receive a specified percentage of the mutual fund company's annual earnings. Other revenue for 2005 includes $70,000 received from the mutual fund company due to the termination of the profit sharing agreement.
PART II
Item 8. Financial Statements and Supplementary Data, continued
NOTE 17 - EMPLOYEE BENEFIT PLANS
The Partnership maintains profit sharing plans covering all eligible employees. Contributions to the plans are at the discretion of the Partnership. Additionally, participants may contribute on a voluntary basis. Approximately $94,600, $76,400 and $63,300 were provided by the Partnership for its contributions to the plans for the years ended December 31, 2006, 2005 and 2004, respectively.
NOTE 18 - COMMITMENTS
The Partnership leases headquarters office space, furniture, computers and communication equipment under various operating leases. Additionally, branch offices are leased generally for terms of three to five years. Rent expense was $188,800, $187,700 and $190,700, for the years ended December 31, 2006, 2005 and 2004, respectively.
The Partnership's noncancelable lease commitments greater than one year as of December 31, 2006, are summarized below:
Year ----------
2007 $100,610 2008 37,435 2009 26,703 2010 18,078 2011 13,975 Thereafter 90,326 --------
$287,127 ========
NOTE 19 - CONTINGENCIES
In the normal course of business, the Partnership has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation. Certain of these legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. The Partnership is involved, from time to time, in investigations and proceedings by governmental and self-regulatory agencies, certain of which may result in adverse judgments, fines or penalties. In recent years, the number of legal actions and investigations has increased with a focus on mutual fund issues among many firms in the financial services industry, including the Partnership.
In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases in which claimants seek substantial or indeterminate damages, or actions which are in very preliminary stages, the Partnership cannot predict with certainty the eventual loss or range of loss related to such matters. The Partnership has determined that it is likely that ultimate resolution in favor of the plaintiffs will result in losses to the Partnership on some of these matters and as a result, has established appropriate accruals for potential litigation losses. The Partnership believes, based on current knowledge and after consultation with counsel, the outcome of these actions will not have a material adverse effect on the consolidated financial condition of the Partnership, although the outcome could be material to the Partnership's future operating results for a particular period or periods.
PART II
Item 8. Financial Statements and Supplementary Data, continued
Also, in the normal course of business, the Partnership enters into contracts which contain indemnification provisions, including, but not limited to, purchase contracts, service agreements, escrow agreements, sales of assets, outsourcing agreements and leasing arrangements. Under the provisions of these contracts, the Partnership may indemnify counterparties to the contracts for certain aspects of the Partnership's past conduct if other parties fail to perform, or if certain events occur. These indemnification provisions will vary based upon the contract. The Partnership may in turn obtain indemnifications from other parties in certain contracts. These indemnification provisions are not expected to have a material impact on the Partnership's results of operations or financial condition.
NOTE 20 - RELATED PARTIES
Edward Jones owns a 49.5% limited partnership interest in the investment advisor to the Edward Jones Money Market Fund. The Partnership does not have management responsibility with regard to the advisor. Approximately 2% of the Partnership's revenues were derived from the advisor and the fund during 2006 and 2005 and 3% for 2004.
NOTE 21 - QUARTERLY INFORMATION
PART II
ITEM 9.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this Annual Report on Form 10-K, the Partnership's certifying officers, the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we were required to apply our judgment in evaluating and implementing possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that they believe that, as of the date of completion of the evaluation, our disclosure controls and procedures were reasonably effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. We will continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, on an ongoing basis, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Jones Financial Companies, L.L.L.P., organized as a partnership, does not have individuals associated with it designated as officers or directors. As of February 23, 2007, the Partnership was composed of 320 general partners, 11,492 limited partners and 170 subordinated limited partners. Under the terms of the Partnership Agreement, the Managing Partner in said capacity has primary responsibility for administering the Partnership's business, determining its policies, controlling the management and conduct of the Partnership's business and has the power to appoint and dismiss general partners of the Partnership and to fix the proportion of their respective interests in the Partnership. The Partnership does not have a formal code of ethics for executives. It relies on the core values and beliefs of the Partnership as well as the Partnership Agreement. Subject to the foregoing, the Partnership is managed by its 320 general partners.
Douglas E. Hill voluntarily retired as the Managing General Partner of the Registrant on December 31, 2005. Mr. Hill remains a partner of the Partnership. Effective January 1, 2006, James D. Weddle assumed the role of Managing Partner. He has been a general partner for 22 years.
The Executive Committee of the Partnership, throughout 2006, was composed of James D. Weddle, Richie L. Malone, Steven Novik, Norman Eaker, Brett Campbell, Gary D. Reamey and Tim Kirley. James A. Tricarico was appointed a member of the executive committee effective January 1, 2007. Mr. Malone retired as of December 31, 2006, and he is currently a subordinated limited partner of the Partnership. The purpose of the Executive Committee is to provide counsel and advice to the Managing Partner in discharging his functions. Furthermore, in the event the position of Managing Partner is vacant, the Executive Committee shall succeed to all of the powers and duties of the Managing Partner.
None of the general partners are appointed for any specific term nor are there any special arrangements or understandings pursuant to their appointment other than as contained in the Partnership Agreement.
Following is a listing of the names of the Executive Committee, ages, year of becoming a general partner and area of responsibility for each as of February 23, 2007:
James D. Weddle is a member of the Board of Directors of the Securities Industry & Financial Markets Association.
Norman Eaker is a member of the Board of Directors of the Depository Trust & Clearing Corporation.
Gary Reamey is a director for the Investment Industry Association of Canada.
PART III
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION COMPONENTS
The components of the Partnership's executive compensation program consist of base salary, deferred compensation, and the net income allocated to general partners, which represents the most significant component. Ninety-two percent of the Partnership's net income allocable to general partners is allocated based on each individual general partner's respective capital ownership interest. Each general partner's ownership interest is set at the discretion of the firm's Managing Partner, with input from the Executive Committee. The remaining 8% is allocated among the general partners based on the discretion of the Managing Partner, with input from the Executive Committee and other division leaders. As a Partnership, the executive compensation program does not have any bonus, stock awards, option awards, non-equity incentive plan compensation, or any other elements besides those disclosed below.
SALARY Each headquarters' general partner receives a salary generally ranging from $115,000 - $250,000 annually. Financial advisor general partners do not receive a specified salary, rather, they receive the net sales commissions earned by them (none of the five individuals listed below earned any such commissions). Additionally, financial advisor general partners are entitled to office bonuses based on the profitability of their respective branch office, on the same basis as the office bonus program established for all financial advisor employees (none of the five individuals listed below earned any such bonuses).
DEFERRED COMPENSATION Each general partner is a participant in the Partnership's profit sharing plan which also covers all eligible employees. Contributions to the plan, which are within the discretion of the Partnership, are made annually and have historically been determined based on approximately twenty-four percent of the Partnership's net income. Allocation of the Partnership's contribution among participants is determined by each participant's relative level of eligible earnings, including in the case of general partners, their net income participation.
NET INCOME ALLOCATED TO GENERAL PARTNERS Each general partner is entitled to participate in the annual net income of the Partnership based upon the respective percentage interest in the Partnership of each partner. Interests in the Partnership held by each general partner ranged from .03% to 3.05% in 2006 and 0.03% to 3.0% in 2005 and 2004. At the discretion of the Managing Partner, the Partnership Agreement provides that, generally, the first eight percent of net income allocable to general partners be distributed on the basis of individual merit or otherwise as determined by the Managing Partner. Thereafter, the remaining net income allocable to general partners is distributed based upon each individual's percentage interest in the Partnership. Net income allocated to general partners is the amount remaining after payment of guaranteed interest and allocation of net income to limited partners. Subordinated limited partners and general partners are allocated any remaining net income based on formulas in the Partnership Agreement.
In addition to base salary, under the Partnership Agreement, the Managing Partner has the discretion to allocate an additional $1.5 million (in the aggregate) in compensation to general partners. In 2006, $0.3 million was allocated by the Managing Partner. No amounts were paid to the individuals listed below. In 2005 and 2004, no additional amounts were allocated to any general partner.
The Partnership is not required to have a compensation committee.
PART III
Item 11. Executive Compensation, continued
The following table identifies the compensation of the firm's Managing Partner ("CEO"), the Principal Financial Officer ("CFO"), and the three other most highly compensated executive officers, based on total compensation in 2006 (including respective shares of profit participation).
PART III
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Being organized as a limited partnership, management is vested in the general partners thereof and there are no other outstanding "voting" or "equity" securities. It is the opinion of the Partnership that the general partnership interests are not securities within the meaning of federal and state securities laws primarily because each of the general partners participates in the management and conduct of the business.
In connection with outstanding limited and subordinated limited partnership interests (non-voting securities), 270 of the general partners also own limited partnership interests and 45 of the general partners also own subordinated limited partnership interests, as noted in the table below.
As of February 23, 2007:
PART III
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the ordinary course of its business the Partnership has extended credit to certain of its partners and employees in connection with their purchase of securities. Such extensions of credit have been made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with non-affiliated persons, and did not involve more than the normal risk of collectability or present other unfavorable features. The Partnership also, from time to time and in the ordinary course of business, enters into transactions involving the purchase or sale of securities from or to partners or employees and members of their immediate families, as principal. Such purchases and sales of securities on a principal basis are effected on substantially the same terms as similar transactions with unaffiliated third parties.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents fees paid by the Partnership to its auditors, PricewaterhouseCoopers LLP.
The audit committee pre-approved all audit and non-audit related services in fiscal year 2006 and 2005. No services were provided under the deminimis fee exception to the audit committee pre-approval requirements.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Page No.
INDEX
(a) (1) The following financial statements are included in Part II, Item 8:
Report of Independent Registered Public Accounting Firm...............36
Consolidated Statements of Financial Condition as of December 31, 2006 and 2005............................................37
Consolidated Statements of Income for the years ended December 31, 2006, 2005 and 2004......................................39
Consolidated Statements of Changes in Partnership Capital Subject to Mandatory Redemption for the years ended December 31, 2006, 2005 and 2004...................................................40
Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004......................................42
Notes to Consolidated Financial Statements............................43
(2) The following financial statements are included in Schedule I:
Parent Company Only Condensed Statements of Financial Condition as of December 31, 2006 and 2005.........................................68
Parent Company Only Condensed Statements of Income for the years ended December 31, 2006, 2005 and 2004................................69
Parent Company Only Condensed Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004..........................70
Report of Independent Registered Public Accounting Firm...............71
Schedules are omitted because they are not required, inapplicable, or the information is otherwise shown in the consolidated financial statements or notes thereto.
(b) Exhibits
Reference is made to the Exhibit Index hereinafter contained.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
(Registrant) THE JONES FINANCIAL COMPANIES, L.L.L.P. -------------------------------------------------
By (Signature and Title) /s/ James D. Weddle ------------------------------------------------- James D. Weddle, Chief Executive Officer
Date March 30, 2007 -------------------------------------------------
By (Signature and Title) /s/ Steven Novik ------------------------------------------------- Steven Novik, Chief Financial Officer
Date March 30, 2007 -------------------------------------------------
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
There have been no annual reports sent to security holders covering the registrant's last fiscal year nor have there been any proxy statements, form of proxy or other proxy soliciting material sent to any of registrant's security holders.
EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006
Exhibit Number Page Description
3.1 * Sixteenth Amended and Restated Agreement of Registered Limited Liability Limited Partnership of The Jones Financial Companies, L.L.L.P., dated as of May 12, 2006, incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
3.2 * Fifteenth Restated Certificate of Limited Partnership of the Jones Financial Companies, L.L.L.P., dated as of January 4, 2004, as amended, incorporated herein by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 25, 2004.
3.3 * Form of Limited Partnership Agreement of Edward D. Jones & Co., L.P., incorporated by reference to Exhibit 2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993.
10.1 * Form of Cash Subordination Agreement between the Registrant and Edward D. Jones & Co., incorporated herein by reference to Exhibit 10.1 to the Company's registration statement of Form S-1 (Reg. No. 33-14955).
10.2 * Agreements of Lease between EDJ Leasing Company and Edward D. Jones & Co., L.P., dated August 1, 1991, incorporated herein by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended September 27, 1991.
10.3 * Edward D. Jones & Co., L.P. Note Purchase Agreement dated as of May 8, 1992, incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 26, 1992.
10.4 * Purchase and Sale Agreement by and between EDJ Leasing Co., L.P. and the Resolution Trust Corporation incorporated herein by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.
10.5 * Master Lease Agreement between EDJ Leasing Company and Edward D. Jones & Co., L.P., dated March 9, 1993, and First Amendment to Lease dated March 9, 1994, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 25, 1994.
10.6 * Mortgage Note and Amendment to Deed of Trust between EDJ Leasing Co., L.P. and Nationwide Insurance Company dated
EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K, CONTINUED
March 9, 1994, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 25, 1994.
10.7 * Mortgage Note; Deed of Trust and Security Agreement; Assignment of Leases, Rents and Profits; and Subordination and Attornment Agreement between EDJ Leasing Co., L.P. and Nationwide Insurance Company dated April 6, 1994, incorporated by reference to exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 25, 1994.
10.8 * Note Purchase Agreement by Edward D. Jones & Co., L.P., for $92,000,000 aggregate principal amount of 7.95% subordinated capital notes due April 15, 2006, incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 24, 1994.
10.9 * Master Lease Agreement and Addendum by and between Edward D. Jones & Co., L.P. and General Electric Capital Corporated dated April 21, 1994, incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 24, 1994.
10.10 * Agreement and Plan of Acquisition between The Jones Financial Companies and Boone National Savings and Loan Association, F.A., incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994.
10.11 * Mortgage Note; South Second Deed of Trust and Security Agreement between EDJ Leasing Co., L.P. and Nationwide Life Insurance Company dated August 31, 1995, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1995.
10.12 * Mortgage Note; North Second Deed of Trust and Security Agreement between EDJ Leasing Co., L.P. and Nationwide Life Insurance Company dated August 31, 1995, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1995.
10.13 * Note Purchase Agreement by Edward D. Jones & Co., L.P. for $94,500,000 aggregate principal amount of 8.18% subordinated capital notes due September 1, 2008, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 27, 1996.
10.14 * Note Purchase Agreement by Edward D. Jones & Co., L.P. for $75,000,000 aggregate principal amount of subordinated capital notes with rates ranging from 7.51% to 7.79% due September
EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K, CONTINUED
15, 2011, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 24, 1999.
10.15 * Lease between Eckelkamp Office Center South, L.L.C., a Missouri Limited Liability Company, as Landlord and Edward D. Jones & Co., L.P., a Missouri Limited Partnership, as Tenant, dated February 3, 2000, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
10.16 * Master Agreement dated as of November 30, 2000 among Edward D. Jones & Co., L.P., as Lessee, Construction Agent and Guarantor, Atlantic Financial Group, Ltd., (registered to do business in Arizona as AFG Equity, Limited Partnership) as Lessor, Suntrust Bank and Certain Financial Institutions Parties Hereto, as Lenders, and Suntrust Bank as agent, and joined in by The Jones Financial Companies, L.L.L.P., incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
10.17 * Master Lease Agreement dated as of November 30, 2000 between Atlantic Financial Group, Ltd. (registered to do business in Arizona as AFG Equity, Limited Partnership), as Lessor, and Edward D. Jones & Co., L.P., as Lessee, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
10.18 * Master Lease Agreement between Edward D. Jones & Co., L.P. and Fleet Capital Corporation dated as of August 22, 2001, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
10.19 * Credit Agreement dated as of August 27, 2001 between EDJ Leasing Co., L.P. and Southtrust Bank, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
10.20 * Master Lease Agreement between EDJ Leasing Co., L.P. and Edward D. Jones & Co., L.P. dated August 27, 2001, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
10.21 * Master Agreement dated as of September 18, 2001 among Edward D. Jones & Co., L.P., as Lessee, Construction Agent and Guarantor, Atlantic Financial Group, Ltd., (registered to do business in Missouri as Atlantic Financial Group, L.P.) as Lessor, Suntrust Bank and Certain Financial Institutions Parties Hereto, as Lenders, and Suntrust Bank, as Agent and joined in by The Jones Financial Companies, L.L.L.P, incorporated herein by
EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K, CONTINUED
reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
10.22 * Master Lease Agreement dated as of September 18, 2001 between Atlantic Financial Group, Ltd. (registered to do business in Missouri as Atlantic Financial Group, L.P.), as Lessor, and Edward D. Jones & Co., L.P., as Lessee, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
10.23 * Note Purchase Agreement by Edward D. Jones & Co., L.P., for $250,000,000 aggregate principal amount of 7.33% subordinated capital notes due June 12, 2014, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 28, 2002.
10.24 * Purchase and Assumption Agreement dated April 4, 2006, among Boone National Savings and Loan Association, F.A., The Jones Financial Companies, L.L.L.P. and Commerce Bank, N.A., incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K dated April 7, 2006.
21 * Subsidiaries of the Registrant, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2004.
23.1 72 Consent of Independent Registered Public Accounting Firm, filed herewith.
24 * Delegation of Power of Attorney to Managing Partner contained within Exhibit 3.1
31.1 73 Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2 74 Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32.1 75 Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2 76 Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
99.1 * Order Instituting Administrative and Cease and Desist proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b) and 21C of the Securities Exchange Act of 1934, dated December 22, 2004, incorporated herein by reference to Exhibit 99.1 to the Company's Form 8-K dated December 27, 2004.
EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K, CONTINUED
99.2 * NASD Letter of Acceptance, Waiver and Consent, dated December 22, 2004, incorporated herein by reference to Exhibit 99.2 to the Company's Form 8-K dated December 27, 2004.
99.3 * NYSE Stipulation of Facts and Consent to Penalty, dated December 22, 2004, incorporated herein by reference to Exhibit 99.3 to the Company's Form 8-K dated December 27, 2004.
99.4 * Deferred Consideration Agreement, dated December 22, 2004, incorporated herein by reference to Exhibit 99.4 to the Company's Form 8-K dated December 27, 2004.
99.5 * Class Action Settlement Agreement, dated August 29, 2006, incorporated herein by reference to Exhibit 99.1 to the Company's Form 8-K dated August 31, 2006.
* Incorporated by reference to previously filed exhibits.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULES
To The Jones Financial Companies, L.L.L.P.:
Our audits of the consolidated financial statements referred to in our report dated March 23, 2007 appearing in the Form 10-K of The Jones Financial Companies, L.L.L.P. also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP St. Louis, Missouri March 23, 2007