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Jones Financial Companies LLLP – ‘10-K’ for 12/31/95

As of:  Tuesday, 3/26/96   ·   For:  12/31/95   ·   Accession #:  815917-96-1   ·   File #:  0-16633

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  As Of                Filer                Filing    For·On·As Docs:Size

 3/26/96  Jones Financial Companies LLLP    10-K       12/31/95    2:109K

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         48    187K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     2±     7K 


10-K   —   Annual Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Business
10Item 2. Properties
11Item 3. Legal Proceedings
"Item 4. Submission of Matters to A Vote of Security Holders
"Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
12Item 6. Selected Financial Data
14Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
20Item 8. Financial Statements and Supplementary Data
"Report of Independent Public Accountants
27Notes to Consolidated Financial Statements
35Item 9. Change in and Disagreements With Accountants on Accounting and Financial Disclosure
36Item 10. Directors and Executive Officers of the Registrant
43Item 11. Executive Compensation
44Item 12. Security Ownership of Certain Beneficial Owners and Management
45Item 13. Certain Relationships and Related Transactions
46Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 Commission file number 0-16633 THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP ___________________________________________________________________ (Exact name of registrant as specified in its Partnership Agreement) MISSOURI 43-1450818 ___________________________________________________________________ (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 201 Progress Parkway Maryland Heights, Missouri 63043 ___________________________________________________________________ (Address and principal executive office) (Zip Code) Registrant's telephone number, including area code (314) 515-2000 ____________________________ Securities registered pursuant to Section 12(b) of the act: Name of each exchange Title of each class on which registered NONE NONE ____________ ____________ Securities registered pursuant to Section 12(g) of the Act: NONE ___________________________________________________________________ (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ___ ___ As of March 26, 1996 there were no voting securities held by non- affiliates of the registrant.
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DOCUMENTS INCORPORATED BY REFERENCE Part 1 None ITEM 1. BUSINESS The Jones Financial Companies, a Limited Partnership (the "Registrant" and also referred to herein as the "Partnership") is organized under the Revised Uniform Limited Partnership Act of the State of Missouri. The terms "Registrant" and "Partnership" used throughout, refer to The Jones Financial Companies, a Limited Partnership and any or all of its consolidated subsidiaries. The Partnership is the successor to Whitaker & Co., which was established in 1871 and dissolved on October 1, 1943, said date representing the organization date of Edward D. Jones & Co., L.P. ("EDJ"), the Partnership's principal subsidiary. EDJ was reorganized on August 28, 1987, which date represents the organization date of The Jones Financial Companies, a Limited Partnership. The Partnership's principal operating subsidiary, EDJ, is a registered broker/dealer primarily serving individual investors. EDJ derives its revenues from listed and unlisted securities, investment banking, principal transactions, insurance products and is a distributor of mutual fund shares. EDJ conducts business throughout the United States and in Canada with its customers, various brokers and dealers, clearing organizations, depositories and banks. The Partnership is a member firm of the New York, American, Chicago, Toronto and Montreal exchanges, and is a registered broker/dealer with the National Association of Securities Dealers, Inc. As of February 23, 1996, the Partnership was comprised of 122 general partners, 2,792 limited partners and 57 subordinated limited partners. The Partnership employed 10,998 persons, including 2,920 part-time employees. As of said date, the Partnership employed 3,226 full-time investment representatives actively engaged in sales in 3,210 offices in 49 states and Canada. The Partnership owns 100 percent of the outstanding common stock of EDJ Holding Company, Inc., a Missouri corporation and 100 percent of the outstanding common stock of LHC, Inc., a Missouri corporation. The Partnership also holds all of the partnership equity of Edward D. Jones & Co., L.P., a Missouri limited partnership and EDJ Leasing Co., L.P. a Missouri limited partnership. EDJ Holding Company, Inc. and LHC, Inc. are the general partners of Edward D. Jones & Co., L.P. and EDJ Leasing Co., L.P., respectively. In addition, the Partnership owns 100 percent of the outstanding common stock of Conestoga Securities, Inc., a Missouri corporation and also owns, as a limited partner, 49.5 percent of Passport Research Ltd., a Pennsylvania limited partnership, which acts as an investment advisor to a money market mutual fund. The Partnership owns 100% of the equity of Edward D. Jones & Co., an Ontario limited partnership and the general partner is Edward D. Jones & Co. Canada Holding Co. Inc., which is wholly owned by the Partnership. The Partnership owns 100% of the equity
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of Boone National Savings and Loan Association, F.A., `` Association'', a federally chartered stock savings and loan association. The Partnership has an equity position in several entities formed to act as general partners of various direct participation programs sponsored by the Nooney Corporation as follows: Nooney Capital Corp. (a Missouri corporation), 66-2/3% of outstanding Class B non-voting stock; Nooney-Five Capital Corp. (a Missouri Corporation), 100% of outstanding Class B non-voting stock; Nooney-Six Capital Corp. (a Missouri corporation), 100% of outstanding Class B non-voting stock; Nooney-Seven Capital Corp. (a Missouri corporation), 100% of outstanding Class B non-voting stock; Nooney Income Investments, Inc. (a Missouri corporation), 100% of outstanding Class B non-voting stock; Nooney Income Investments Two, Inc. (a Missouri corporation), 100% of outstanding Class B non-voting stock; Nooney Income Investment Three, Inc., (a Missouri corporation), 100% of outstanding Class B non-voting stock. The Partnership holds all of the partnership equity in a Missouri limited partnership, EDJ Ventures, Ltd. Conestoga Securities, Inc. is the general partner of EDJ Ventures, Ltd. The Partnership is the sole shareholder of Tempus Corporation, a Missouri corporation, which was formed strictly to facilitate the issuance of certain debt securities of the Partnership in a private transaction. The Partnership is a limited partner of EDJ Insurance Agency of New Jersey, L.P., a New Jersey limited partnership; EDJ Insurance Agency of Arkansas, an Arkansas limited partnership; EDJ Insurance Agency of Montana, a Montana limited partnership; EDJ Insurance Agency of New Mexico, a New Mexico limited partnership; EDJ Insurance Agency of Utah, a Utah limited partnership; and is a general partner in EDJ Insurance Agency of California, a California general partnership; each of which engage in general insurance brokerage activities. Affiliates of the Partnership include EDJ Insurance Agency of Nevada, EDJ Insurance Agency of Texas, Inc., EDJ Insurance Agency of Alabama, EDJ Insurance Agency of Ohio, Inc., EDJ Insurance Agency of Florida, EDJ Insurance Agency of Wyoming, EDJ Insurance Agency of Arizona and EDJ Insurance Agency of Massachusetts. The Partnership holds all of the Partnership equity of Unison Investment Trusts, L.P., d/b/a Unison Investment Trusts, Ltd., a Missouri limited partnership, which has sponsored unit investment trust programs. The general partner of Unison Investment Trusts, L.P. is Unison Capital Corp., Inc., a Missouri corporation wholly owned by the Partnership. The Partnership owns 100% of the outstanding common stock of Cornerstone Mortgage Investment Group, Inc., a Delaware limited purpose corporation which has issued and sold collateralized mortgage obligation bonds, and Cornerstone Mortgage Investment Group II, Inc., a Delaware limited purpose corporation which has structured and sold secured mortgage bonds. The Partnership owns 100% of the outstanding stock of CIP Management, Inc., which is the managing general partner of CIP Management, L.P. CIP Management, L.P. is the managing general partner of Community Investment Partners, L.P. and Community Investment Partners II, L.P., business development companies. Other affiliates of the Partnership include Patronus, Inc. and EDJ Investment Advisory Services. Neither has conducted an active business. Revenues by Source. The following table sets forth, for the past
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three years the sources of the Partnership's revenues by dollar amounts, (all amounts in thousands): 1995 1994 1993 Commissions Listed $ 86,589 $ 63,903 $ 70,634 Mutual Funds 227,832 202,698 269,818 O-T-C 30,929 18,985 20,786 Insurance 105,497 85,759 72,536 Other 1,105 580 596 Principal Transactions 125,762 163,050 92,471 Investment Banking 35,478 36,359 45,001 Interest & Dividends 61,684 52,143 38,084 Money-Market Fees 12,272 10,110 10,048 IRA Custodial Service Fees 7,247 5,614 4,387 Other Revenues 25,057 18,844 15,203 ____________ ____________ ____________ Total Revenues $ 719,452 $ 658,045 $ 639,564 Because of the interdependence of the activities and departments of the Partnership's investment business and the arbitrary assumptions involved in allocating overhead, it is impractical to identify and specify expenses applicable to each aspect of the Partnership's operations. Furthermore, the net income of firms principally engaged in the securities business, including the Partnership's, is effected by interest savings as a result of customer and other credit balances and interest earned on customer margin accounts. Listed Brokerage Transactions. A large portion of the Partnership's revenue is derived from customers' transactions in which the Partnership acts as agent in the purchase and sale of listed corporate securities. These securities include common and preferred stocks and corporate debt securities traded on and off the securities exchanges. Revenue from brokerage transactions is highly influenced by the volume of business and securities prices. Customers' transactions in securities are effected on either a cash or a margin basis. In a margin account, the Partnership lends the customer a portion of the purchase price up to the limits imposed by the margin regulations of the Federal Reserve Board (Regulation T), New York Stock Exchange (NYSE) margin requirements, or the Partnership's internal policies, which may be more stringent than the regulatory minimum requirements. Such loans are secured by the securities held in customers' margin accounts. These loans provide a source of income to the Partnership since it is able to lend to customers at rates which are higher than the rates at which it is able to borrow on a secured basis. The Partnership is permitted to use as collateral for the borrowings, securities owned by margin
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customers having an aggregate market value generally up to 140 percent of the debit balance in margin accounts. The Partnership may also use funds provided by free credit balances in customers' accounts to finance customers' margin account borrowings. In permitting customers to purchase securities on margin, the Partnership assumes the risk of a market decline which could reduce the value of its collateral below a customer's indebtedness before the collateral is sold. Under the NYSE rules, the Partnership is required in the event of a decline in the market value of the securities in a margin account to require the customer to deposit additional securities or cash so that at all times the loan to the customer is no greater than 75 percent of the value of the securities in the account ( or to sell a sufficient amount of securities in order to maintain this percentage). The Partnership, however, imposes a more stringent maintenance requirement. Variations in revenues from listed brokerage commissions between periods is largely a function of market conditions; however, some portion of the overall increases in recent years is due to the growth in the number of registered representatives over these periods. Mutual Funds. The Partnership distributes mutual fund shares in continuous offerings and new underwritings. As a dealer in mutual fund shares, the Partnership receives a dealers' discount which generally ranges from 1 percent to 5 3/4 percent of the purchase price of the shares, depending on the terms of the dealer agreement and the amount of the purchase. The Partnership also earns service fees which are generally based on 15 to 25 basis points of its customers' assets which are held by the mutual funds. The Partnership does not manage any mutual fund, although it is a limited partner of Passport Research, Ltd., an advisor to a money market mutual fund. Over-the-Counter Transactions. Partnership activities in unlisted (over-the-counter) transactions are essentially similar to its activities as a broker in listed securities. In connection with customers' orders to buy or sell securities, the Partnership charges a commission for both principal and agency transactions. Principal Transactions. The Partnership makes a market in over- the-counter corporate securities, municipal obligations, including general obligations and revenue bonds, unit investment trusts and mortgage-backed securities. The Partnership's market-making activities are conducted with other dealers in the "wholesale" market and "retail" market wherein the Partnership acts as a dealer buying from and selling to its customers. In making markets in over-the-counter securities, the Partnership exposes its capital to the risk of fluctuation in the market value of its security positions. It is the Partnership's policy not to trade for its own account. As in the case of listed brokerage transactions, revenue from over- the-counter and principal transactions is highly influenced by the volume of business and securities prices, as well as by the varying number of registered representatives employed by the Partnership over the periods indicated. Insurance. The Partnership has executed several agency agreements
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with various national insurance companies. Through its 3,006 investment representatives who hold insurance sales licenses, EDJ is able to offer life insurance, long term care insurance, and fixed and variable annuities to its customers. Investment Banking. The Partnership's investment banking activities are performed by its Syndicate and Underwriting Departments. The principal service which the Partnership renders as an investment banker is the underwriting and distribution of securities either in a primary distribution on behalf of the issuer of such securities or in a secondary distribution on behalf of a holder of such securities. The distributions of corporate and municipal securities are, in most cases, underwritten by a group or syndicate of underwriters. Each underwriter has a participation in the offering. Unlike many larger firms against which the Partnership competes, the Partnership does not presently engage in other investment banking activities such as assisting in mergers and acquisitions, arranging private placement of securities issues with institutions or providing consulting and financial advisory services to corporations. The Syndicate and Underwriting Departments are responsible for the largest portion of the Partnership's investment banking business. In the case of an underwritten offering managed by the Partnership, these departments may form underwriting syndicates and work closely with the branch office system for sales of the Partnership's own participation and with other members of the syndicate in the pricing and negotiation of other terms. In offerings managed by others in which the Partnership participates as a syndicate member, these departments serve as active coordinators between the managing underwriter and the Partnership's branch office system. The underwriting activity of the Partnership involves substantial risks. 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 purchase price. Furthermore, the commitment of capital to underwriting may adversely affect the Partnership's capital position and, as such, its participation in an underwriting may be limited by the requirement that it must at all times be in compliance with the Securities and Exchange Commission's uniform Net Capital rule. 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. Interest and Dividends. Interest and dividend income is earned primarily on securities held and margin account balances. Interest
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is also earned by the Association on its loan portfolio. Money Market Fees, IRA Custodial Service Fees and Other Revenues. Other revenue sources include money market management fees, IRA custodial services fees, accommodation transfer fees, gains from sales of certain assets, and other product and service fees. Also included is non-commission revenue received from mutual funds the Partnership distributes. The Partnership has an interest in the investment advisor to its money market fund, Daily Passport Cash Trust. Revenue from this source has increased over the periods due to growth in the fund, both in dollars invested and number of accounts. In 1991 EDJ became the custodian for its IRA accounts. Each account is charged an annual service fee for services rendered to it by the Partnership. The Partnership has registered an investment advisory program with the SEC under the Investment Advisors Act of 1940. This service is offered firmwide and involves income and estate tax planning and analysis for clients. Revenues from this source are insignificant and included under "Other Revenues." Research Department. The Partnership maintains a Research Department to provide specific investment recommendations and market information for retail customers. The Department supplements its own research with the services of various independent research services. The Partnership competes with many other securities firms with substantially larger research staffs in its research activities. Customer Account Administration and Operations. Operations employees are responsible for activities relating to customers' securities and the processing of transactions with other broker/dealers. These activities include receipt, identification, and delivery of funds and securities, internal financial controls, accounting and personnel functions, office services, storage of customer securities and the handling of margin accounts. The Partnership processes substantially all of its own transactions. It is important that the Partnership maintains current and accurate books and records from both a profit viewpoint as well as for regulatory compliance. To expedite the processing of orders, the Partnership's branch office system is linked to the St. Louis headquarters office through an extensive communications network. Orders for all securities are centralized and executed in St. Louis. The Partnership's processing of paperwork following the execution of a security transaction is automated, and operations are generally on a current basis. There is considerable fluctuation during any one year and from year to year in the volume of transactions the Partnership processes. The Partnership records transactions and posts its books on a daily basis. Operations' personnel monitor day-to-day operations to determine compliance with applicable laws, rules and regulations. Failure to keep current and accurate books and records can render the Partnership liable to disciplinary action by governmental and self-regulatory organizations. The Partnership has a computerized branch office communication system which is principally utilized for entry of security orders,
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quotations, messages between offices, research of various customer account information and cash receipts functions. The Partnership clears and settles virtually all of its listed transactions through the National Securities Clearing Corporation ("NSCC"), New York, New York. NSCC effects clearing of securities on the New York, American and Midwest Stock Exchanges. In conjunction with clearing and settling transactions with NSCC the Partnership holds customers' securities on deposit with the Depository Trust Company ("DTC") in lieu of maintaining physical custody of the certificates. The Partnership is substantially dependent upon the operational capacity and ability of NSCC/DTC. Any serious delays in the processing of securities transactions encountered by NSCC/DTC may result in delays of delivery of cash or securities to the Partnership's customers. These services are performed for the Partnership under contracts which may be changed or terminated at will by either party. Automated Data Processing, Inc., ("ADP") provides automated data processing services for customer account activity and records. The Partnership does not employ its own floor broker for transactions on exchanges. The Partnership has arrangements with other brokers to execute the Partnership's transactions in return for a commission based on the size and type of trade. If for any reason any of the Partnership's clearing, settling or executing agents were to fail, the Partnership and its customers would be subject to possible loss. While the coverages provided by the Securities Investors Protection Corporation (SIPC) and protection in excess of SIPC limits would be available to customers of the Partnership, 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 by the SIPC and the Partnership's insurance carrier. The Partnership believes that its internal controls and safeguards concerning the risks of securities thefts are adequate. Although the possibility of securities thefts is a risk of the industry, the Partnership has not had, to date, a significant problem with such thefts. The Partnership maintains fidelity bonding insurance which, in the opinion of management, provides adequate coverage. Employees. Including its general partners, the Partnership has approximately 10,998 full and part-time employees, including 3,226 who are registered salespeople as of February 23, 1996. The Partnership's salespersons are compensated on a commission basis and may, in addition, be entitled to bonus compensation based on their respective branch office profitability and the profitability of the Partnership. The Partnership has no formal bonus plan for its non-registered employees. The Partnership has, however, in the past paid bonuses to its non-registered employees on an informal basis, but there can be no assurance that such bonuses will be paid for any given period or will be within any specific range of amounts. Employees of the Partnership are bonded under a blanket policy as required by NYSE rules. The annual aggregate amount of coverage is
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$40,000,000 subject to a $2,000,000 deductible provision, per occurrence. The Partnership maintains a training program for prospective salespeople which includes nine weeks of concentrated instruction and on-the-job training in a branch office. The first phase of training is spent studying Series 7 examination materials and preparing for and taking the examination. The first week of the training after passing the examination is spent in a comprehensive training program in St. Louis. The next five weeks include on-the- job training in branch locations reviewing investments, office procedures and sales techniques. The salesperson is then sent to a designated location, for four weeks, to establish the EDJ office, conduct market research and prepare for opening the office. After the salesperson has opened a branch office, one final week is spent in a central location to complete the initial training program. Two and four months later, the investment representative attends additional training classes in St. Louis, and subsequently, EDJ offers periodic continuing training to its experienced sales force. EDJ's basic brokerage payout is similar to its competitors. A bonus may also be paid based on the profitability of the branch and the profitability of the Partnership. The Partnership considers its employee relations to be good and believes that its compensation and employee benefits which include medical, life, and disability insurance plans and profit sharing and deferred compensation retirement plans, are competitive with those offered by other firms principally engaged in the securities business. Competition. The Partnership is subject to intensive competition in all phases of its business from other securities firms, many of which are substantially larger than the Partnership in terms of capital, brokerage volume and underwriting activities. In addition, the Partnership encounters competition from other organizations such as banks, insurance companies, and others offering financial services and advice. The Partnership also competes with a number of firms offering discount brokerage services, usually with lower levels of service to individual customers. In recent periods, many regulatory requirements prohibiting non-securities firms from engaging in certain aspects of brokerage firms' business have been eliminated and further removal of such prohibitions is anticipated. With minor exceptions, customers are free to transfer their business to competing organizations at any time. There is intense competition among securities firms for salespeople with good sales production records. In recent periods, the Partnership has experienced increasing efforts by competing firms to hire away its registered representatives although the Partnership believes that its rate of turnover of investment representatives is not higher than that of other firms comparable to the Partnership. Regulation. The securities industry in the United States is subject to extensive regulation under both federal and state laws. The SEC is the federal agency responsible for the administration of the federal securities laws. The Partnership's principal subsidiary is registered as a broker-dealer and investment advisor with the SEC. Much of the regulation of broker-dealers has been delegated to self-regulatory organizations, principally the NASD
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and national securities exchanges such as the NYSE, which has been designated by the SEC as the Partnership's primary regulator. These self-regulatory organizations adopt rules (which are subject to approval by the SEC) that govern the industry and conduct periodic examinations of the Partnership's operations. Securities firms are also subject to regulation by state securities administrators in those states in which they conduct business. EDJ or an affiliate is registered as a broker-dealer in 50 states, Puerto Rico and Canada. Broker-dealers are subject to regulations which cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, use and safekeeping of customers' funds and securities, capital structure of securities firms, record-keeping and the conduct of directors, officers and employees. Additional legislation, changes in rules promulgated by the SEC and self-regulatory organizations, or changes in the interpretation or enforcement of existing laws and rules, may directly affect the mode of operation and profitability of broker- dealers. The SEC, self-regulatory organizations and state securities commissions may conduct administrative proceedings which can result in censure, fine, suspension or expulsion of a broker- dealer, its officers or employees. The principal purpose of regulation and discipline of broker-dealers is the protection of customers and the securities markets, rather than protection of the creditors and stockholders of broker-dealers. In addition, EDJ conducts business in Canada, through a subsidiary partnership which is regulated by the Investment Dealers Association of Canada. As a federally chartered savings and loan, the Association is subject to regulation by the Office of Thrift Supervision "OTS". Uniform Net Capital Rule. As a broker-dealer and a member firm of the NYSE, the Partnership is subject to the Uniform Net Capital Rule (Rule) promulgated by the SEC. The Rule is designed to measure the general financial integrity and liquidity of a broker- dealer and the minimum Net Capital deemed necessary to meet the broker-dealer's continuing commitments to its customers. The Rule provides for two methods of computing Net Capital and the Partnership has adopted what is generally referred to as the alternative method. Minimum required Net Capital under the alternative method is equal to 2% of the customer debit balances, as defined. The Rule prohibits withdrawal of equity capital whether by payment of dividends, repurchase of stock or other means, if Net Capital would thereafter be less than 5% of customer debit balances. 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. In computing Net Capital, various adjustments are made to exclude assets which are not readily convertible into cash and to provide a conservative statement of other assets such as a company's inventories. Failure to maintain the required Net Capital may subject a firm to suspension or expulsion by the NYSE, the SEC and other regulatory bodies and may ultimately require its liquidation. The Partnership has, at all times, been in compliance with the Net Capital rules. ITEM 2. PROPERTIES The Partnership conducts its headquarters operations from two locations in St. Louis County, Missouri which are comprised of 18
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separate buildings containing approximately 761,700 usable square feet. In addition, the Partnership leases approximately 12,000 square feet of office space for its Canadian headquarters operations in Mississauga, Ontario. The Partnership also maintains facilities in 3,195 branch locations which (as of December 31, 1995) are predominantly rented under cancelable leases. ITEM 3. LEGAL PROCEEDINGS In recent years there has been an increasing incidence of litigation involving the securities industry. Such suits often seek to benefit large classes of industry customers; many name securities dealers as defendants along with exchanges in which they hold membership and seek large sums as damages under federal and state securities laws, anti-trust laws, and common law. Various legal actions, primarily relating to the distribution of securities, are pending against the Partnership. Certain cases are class actions (or purported class actions) claiming substantial damages. These actions are in various stages and the results of such actions cannot be predicted with certainty. In the opinion of management, after consultation with legal counsel, the ultimate resolution of these actions is not expected to have a material adverse impact on the Partnership's operations or financial condition. 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 market for the Limited or Subordinated Limited Partnership interests and their assignment is prohibited.
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ITEM 6. SELECTED FINANCIAL DATA The following information sets forth, for the past five years, selected financial data. (All amounts in thousands, except per unit information.) Summary Income Statement Data: 1995 1994 1993 1992 1991 Revenues $719,452 $658,045 $639,564 $553,970 $411,588 Net income 58,186 53,857 66,211 62,282 40,875 Net income per weighted average $1,000 equivalent limited partnership unit outstanding $125.01 $127.59 $194.62 $238.41 $185.92 Weighted average $1,000 equivalent limited partnership units outstanding 67,345 63,165 50,381 41,160 42,616 Net income per weighted average $1,000 equivalent subordinated limited partnership unit outstanding $225.00 $237.83 $350.32 $418.21 $322.38 Weighted average $1,000 equivalent subordinated limited partnership units outstanding 27,720 21,789 16,936 12,941 10,624 Summary Balance Sheet Data: 1995 1994 1993 1992 1991 Total assets $1,045,501 $953,359 $800,478 $653,253 $513,730 ======== ======= ======= ======= ======= Long-term debt $70,127 $ 41,779 $ 33,317 $ 23,847 $ 24,769 Other liabilities, exclusive of subordinated liabilities 605,080 585,057 514,386 414,110 326,229 Subordinated liabilities 122,000 136,000 73,000 78,000 48,000
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Total partnership capital 248,294 190,523 179,775 137,296 114,732 _________ ________ ________ ________ ________ Total liabilities and partnership capital $1,045,501 $953,359 $800,478 $653,253 $513,730 ======== ======== ======== ======== ========
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table summarizes the changes in major categories of revenues and expenses for the last two years (Dollar amounts in thousands.) 1995 vs. 1994 1994 vs. 1993 Increase - (Decrease) Amount Percentage Amount Percentage Revenues Commissions $ 80,027 22% $ (62,445) (14)% Principal transactions (37,288) (23) 70,579 76 Investment banking (881) (2) (8,642) (19) Interest and dividends 9,541 18 14,059 37 Other 10,008 29 4,930 17 _______ ___ __________ ___ 61,407 9 18,481 3 ________ ___ __________ ___ Expenses Employee and partner compensation and benefits 22,964 6 (6,997) (2) Occupancy and equipment 15,430 22 9,916 17 Communications and data processing 4,021 8 13,724 40 Interest 2,687 9 9,616 50 Payroll and other taxes 2,373 11 3,108 17 Floor brokerage and clearance fees (20) 0 (371) (6) Other operating expenses 9,623 20 1,839 4 ________ ___ __________ ___ 57,078 9 30,835 5 ________ ___ __________ ___ Net income $ 4,329 8% $ (12,354) (19)%
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RESULTS OF OPERATIONS (1995 VERSUS 1994) Revenues increased 9% ($61 million) over 1994 to $719 million. Expenses increased by 9% ($57 million), resulting in net income of $58 million, an increase of 8% ($4 million) over 1994. The firm slowed its salesforce growth to focus on implementing a redesigned sales training program during 1995. As a result, the firm decreased its number of Investment Representatives from 3,384 at the end of 1994 to 3,188 as of December 31, 1995. Throughout 1995, the firm's product mix shifted significantly due to changes in the economic environment during the year. Early in 1995, investors trended towards lower margin fixed income products. As the year progressed, the product mix shifted to higher margin mutual funds and insurance products. Although the number of Investment Representatives was slightly lower in 1995, an overall increased margin on customer dollars invested, combined with an increase in customer dollars handled caused related revenue to increase 7% ($42 million). Interest and other revenue also increased during 1995. Commission revenues increased 22% ($80 million) over 1994 levels due primarily to a 12% ($25 million) increase in mutual fund commissions and service fees and a 42% ($35 million) increase in Listed and OTC agency commissions. The majority of mutual fund commission revenues (81%) were derived from equity products. Commission revenues benefited from an active stock market and rising securities prices in 1995. Principal transaction revenues decreased 23% ($37 million). Government, Municipal, and Corporate bond revenue decreased 55% ($21 million), 21% ($12 million), and 13% ($3 million), respectively. Additionally, Collateralized Mortgage Obligation revenue declined 7% ($2 million). Offsetting these decreases was an increase in Over-the-Counter equity revenue of 69% ($3 million). During the first and second quarters of 1995, investors deferred their investment decisions and purchased certificates of deposit and short term fixed income securities. Later in the year, influenced by a low inflation climate and interest rates, investors sought higher returns in equity products, shifting away from fixed income products. Investment Banking revenues declined $1 million due to a decline in municipal bond originations. Interest and dividend revenues increased 18% ($9.5 million). Interest earned on margin balances rose 16% ($6.5 million), primarily due to higher interest rates in 1995 compared with 1994. Interest income from the Association contributed $2 million in interest revenue during 1995. Other revenues increased 29% ($10 million) over 1994. Revenues from non-bank custodian IRA accounts increased 29% ($2 million) due to an increased number of accounts. Additionally, revenues generated from money market management fees and non-commission revenue received from mutual fund and insurance products increased 38% ($4.3 million) and 20% ($2.4 million), respectively.
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Expenses increased 9% ($57 million). The Partnership continues to make the investment necessary to support a larger salesforce in future years. Increased expenses are primarily attributable to payroll and occupancy costs both in the St. Louis headquarters and the branches, as well as to technology related expenditures. Overall, compensation costs increased by 6% ($23 million). Commissions paid to Investment Representatives increased due to increased revenues. The Partnership's compensation structure for its investment representatives is designed to expand or contract substantially as a result of changes in revenues, net income and profit margins. Similarly, a portion of the non-sales personnel compensation, which may be paid in the form of bonuses and profit sharing contributions, expands and contracts in the same fashion. In 1995, due to the variability in product mix and profitability as measured during certain periods throughout the year, variable compensation decreased by $8 million. Compensation costs in the St. Louis headquarters as well as the branch offices increased in order to support changing technology and to support a larger salesforce in the future. RESULTS OF OPERATIONS (1994 VERSUS 1993) Revenues increased 3% ($18.5 million) over 1993 to $658 million. Expenses increased by 5% ($31 million) resulting in net income of $54 million, a decrease of 19% ($12 million) over 1993. In 1994, the Partnership increased its salesforce by 23% to 3,378 investment representatives compared with 2,745 at the end of 1993. The growth in the salesforce contributed to a 7% increase in dollars invested by EDJ customers which grew from $17.8 billion in 1993 to $19.1 billion in 1994. Productivity measured on an individual investment representative basis, however, has decreased as EDJ has increased its investment representatives. Many of the new investment representatives are beginners in the industry who generally achieve profitability after about 30 months. In addition, the product mix of the firm has shifted away from mutual funds and into Certificates of Deposit, Corporate, Government and Municipal bonds, which has reduced the margin on customer dollars invested compared with 1993. As the yield curve has flattened, customers were inclined to purchase shorter term investments, which carry lower margins compared with longer term investments and equities. These factors combined caused an overall increase in revenues of 3% ($18.5 million) over 1993 to $658 million. Commission revenues decreased $62 million primarily from a $79 million (35%) decrease in mutual fund commissions offset by a $10 million increase in mutual fund service fees. Listed and over-the- counter agency commissions decreased $8.5 million or 10% over 1993. Insurance commissions increased 18%, with variable and fixed annuities increasing by $12.8 million. With rising interest rates over the year, customers increased their investments in short and intermediate term fixed income securities. Principal transaction revenues increased 76% ($71 million) with government and municipal bond revenues increasing $46 million. Revenues from collateralized mortgage obligations (CMOs) increased 123% ($15.5 million) and corporate bonds increased 38% ($6.3 million). At the same time, O-T-C principal stock sales decreased by $1 million.
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Investment banking revenues declined 19% ($8.6 million) from substantial decreases in equity originations and syndicate equity participations ($7.2 million). Syndicate CMOs decreased 89% ($5.5 million) with the decrease partially offset by certificate of deposit revenue increasing 110% ($9.1 million). Interest and dividend revenues increased 37% or $14 million. Customers' margin loan balances increased 4% in 1994 ($17 million) ending the year at $468 million. Customer margin loan revenue increased 38% ($11.1 million) primarily due to the increase in interest rates during the year. U.S. Government and agency interest income increased 42% ($2.8 million) from $6.5 million as the Partnership increased Investment Securities by approximately $60 million during the year. Other revenues increased $5 million (17%) over 1993. Revenues from non-bank custodian IRA accounts resulted in an increase of $1.2 million in 1994. Overall expenses increased 5% ($31 million) as the Partnership continued to incur significant costs related to the growth of its salesforce, which has increased approximately 23% for each of the last three years. The Partnership incurred approximately $28 million of training, salary and other costs in order to support the growth in the salesforce compared with $21 million in 1993. The Partnership's compensation structure for its investment representatives and non-sales personnel is designed to expand or contract substantially as a result of changes in revenues, net income and profit margins. As a result of decreased revenues and net income in 1994, variable compensation, including bonuses and profit sharing contributions, declined by $35 million or 44% from 1993 levels. This was offset by increases in headquarter, branch and trainee compensation which increased to support the 23% growth in the salesforce. Overall, compensation decreased by $7 million. Other operating expenses are less influenced by decreasing revenues and net income. In total, these expenses increased by $38 million, or 21%, and were primarily related to the headquarters and increased branch expenses necessary to support a rapidly growing salesforce. 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.
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Liquidity and Capital Resources The Partnership's equity capital at December 31, 1995, was $248.3 million compared to $190.5 million at December 31, 1994. Overall, equity capital increased 30%, primarily due to the issuance of partnership interests and retention of earnings. The Partnership issued additional limited partnership interests in October 1995 of $39.7 million and additional subordinated limited partnership interests of $10.8 and $5.2 million in 1995 and 1994, respectively. At December 31, 1995, the Partnership had a $44.1 million balance of cash and cash equivalents. Lines of credit are in place at ten banks aggregating $570 million ($545 million through uncommitted facilities). Actual borrowing availability is primarily based on securities owned and customers' margin securities. The Partnership believes that the liquidity provided by existing cash balances and borrowing arrangements will be sufficient to meet the Partnership capital and liquidity requirements. A substantial portion of the Partnership's assets are primarily liquid, consisting mainly of cash and assets readily convertible into cash. These assets are financed primarily by customer credit balances, equity capital, bank lines of credit and other payables. For the year ended December 31, 1995, cash and cash equivalents increased $7.4 million. Cash flows from operating activities provided $175 million, primarily attributable to a decrease in securities owned, decreases in net receivables from customers, accounts payable, and net income, adjusted for depreciation and amortization. Investing activities used $42 million primarily for the purchase of fixed assets. Cash flows from financing activities used $125 million primarily to decrease bank loans, repay subordinated liabilities and fund withdrawals and distributions from partnership capital. Financing activities providing cash were the issuance of long-term debt and partnership capital. For the year ended December 31, 1994, cash and cash equivalents increased $7.9 million. Cash flows from operating activities used $3.6 million, primarily attributable to an increase in securities owned, decreases in net receivables from customers and net income, adjusted for depreciation and amortization. Investing activities used $43 million primarily for the purchase of fixed assets. Cash flows from financing activities provided $54 million primarily from the issuance of subordinated and long-term debt and bank loans. Financing activities using cash were the repayment of long-term and subordinated debt and withdrawals and distributions from partnership capital. For the year ended December 31, 1993, cash and cash equivalents decreased $8.9 million. Cash flows from operating activities provided $41 million, primarily attributable to a decrease in securities owned, increases in net receivables from customers and net income, adjusted for depreciation and amortization. Investing activities used $47 million primarily for the purchase of fixed assets. Cash flows from financing activities used $3 million primarily for withdrawals and distributions from partnership capital. Financing activities providing cash were from the issuance of partnership interests and long-term debt.
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As a result of its activities as a broker/dealer, EDJ, the Partnership's principal subsidiary, 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. Under the alternative method permitted by the rules, EDJ must maintain minimum Net Capital, as defined, equal to the greater of $250,000 or 2% of aggregate debit items arising from customer transactions. The Net Capital rule also provides the 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, 1995, EDJ's Net Capital of $181,965,000 was 38% of aggregate debit items and its net capital in excess of the minimum required was $172,401,000. Net Capital and the related capital percentage may fluctuate on a daily basis. There were no material changes in the Partnership's overall financial condition during the year ended December 31, 1995, compared with the year ended December 31, 1994. The Partnership's consolidated statement of financial condition is comprised primarily of cash and assets readily convertible into cash. Securities inventories are carried at market value and are readily marketable. The firm carried higher trading inventory levels in 1995 as compared to 1994. Customer margin accounts are collateralized by marketable securities. Other customer receivables and receivables and payables with other broker/dealers normally settle on a current basis. Liabilities, including amounts payable to customers, checks and accounts payable and accrued expenses are sources of funds to the Partnership. These liabilities, to the extent not utilized to finance assets, are available to meet liquidity needs and provide funds for short term investments, which favorably impacts profitability. The Partnership's growth in recent years has been financed through sales of limited partnership interests to its employees, retention of earnings and private placements of long-term and subordinated debt.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial Statements Included in this Item Page No. Report of Independent Public Accountants ................20 Consolidated Statements of Financial Condition as of December 31, 1995 and 1994 ..............................21 Consolidated Statements of Income for the years ended December 31, 1995, 1994 and 1993 ........................23 Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993 ........................24 Consolidated Statements of Changes in Partnership Capital for the years ended December 31, 1995, 1994 and 1993 ...25 Notes to Consolidated Financial Statements ..............26 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To The Jones Financial Companies, a Limited Partnership: We have audited the accompanying consolidated statements of financial condition of The Jones Financial Companies, a Limited Partnership (a Missouri limited partnership) and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of income, cash flows and changes in partnership capital for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Jones Financial Companies, a Limited Partnership and subsidiaries as of December 31, 1995 and 1994, and the results of their operations, their cash flows and the changes in their partnership capital for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP
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St. Louis, Missouri, February 20, 1996 THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION ASSETS December 31, December 31, (Amounts in thousands) 1995 1994 Cash and cash equivalents $ 44,112 $ 36,682 Receivable from: Customers (Note 2) 489,041 497,961 Brokers or dealers and clearing organizations (Note 3) 22,094 16,604 Mortgages and loans (Note 4) 58,836 - Securities Owned, at market value (Note 5): Inventory securities 88,295 86,191 Investment securities 123,060 137,066 Equipment, property and improvements (Note 6) 145,095 125,764 Other assets 74,968 53,091 __________ __________ $ 1,045,501 $ 953,359 =========== ========== The accompanying notes are an integral part of these statements.
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THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION LIABILITIES AND PARTNERSHIP CAPITAL December 31, December 31, (Amounts in thousands) 1995 1994 Bank loans (Note 7) $ 32,503 $ 165,000 Payable to: Customers (Note 2) 360,754 293,324 Brokers or dealers and clearing organizations (Note 3) 13,025 13,225 Depositors (Note 8) 61,189 - Securities sold but not yet purchased, at market value (Note 5) 18,428 16,037 Accounts payable and accrued expenses 49,097 39,425 Accrued compensation and employee benefits 70,084 58,046 Long-term debt (Note 9) 70,127 41,779 __________ ____________ 675,207 626,836 Liabilities subordinated to claims of general creditors (Note 10) 122,000 136,000 Partnership capital (Notes 11 and 13): Limited partners 103,972 67,461 Subordinated limited partners 31,524 23,722 General partners 112,798 99,340 __________ ____________ 248,294 190,523 __________ ____________ $1,045,501 $ 953,359 ========== ============ The accompanying notes are an integral part of these statements.
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THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF INCOME Years Ended (Amounts in thousands, December 31,December 31, December 31, except per unit information) 1995 1994 1993 Revenues: Commissions $ 451,952 $ 371,925 $ 434,370 Principal transactions 125,762 163,050 92,471 Investment banking 35,478 36,359 45,001 Interest and dividends 61,684 52,143 38,084 Other 44,576 34,568 29,638 _______ _______ _______ 719,452 658,045 639,564 _______ ________ _______ Expenses: Employee and partner compensation and benefits (Note 14) 405,884 382,920 389,917 Occupancy and equipment (Notes 6 and 15) 84,895 69,465 59,549 Communications and data processing 51,912 47,891 34,167 Interest (Notes 7, 8, 9 and 10) 31,431 28,744 19,128 Payroll and other taxes 23,661 21,288 18,180 Floor brokerage and clearance fees 5,750 5,770 6,141 Other operating expenses 57,733 48,110 46,271 _______ _______ _______ 661,266 604,188 573,353 _______ _______ _______ Net income $ 58,186 $ 53,857 $ 66,211 ========== ========== ========== Net income allocated to: Limited partners $ 8,419 $ 8,059 $ 9,805 Subordinated limited partners 6,237 5,182 5,933 General partners 43,530 40,616 50,473 __________ ___________ __________ $ 58,186 $ 53,857 $ 66,211 ========== ========== ========== Net income per weighted average $1,000 equivalent partnership units outstanding: Limited partners $ 125.01 $ 127.59 $ 194.62 ========== ========== ========== Subordinated limited partners $ 225.00 $ 237.83 $350.32 ========== ========== ========== Weighted average $1,000 equivalent partnership units outstanding: Limited partners 67,345 63,165 50,381 ========== ========== ========== Subordinated limited partners 27,720 21,789 16,936 ========== ========== ========== The accompanying notes are an integral part of these statements.
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THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31,December 31, December 31, (Amounts in thousands) 1995 1994 1993 CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: Net income $ 58,186 $ 53,857 $ 66,211 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 22,340 19,236 16,800 Decrease (increase) in net receivable from/payable to customers 76,350 17,539 (37,374) (Increase) decrease in net receivable from/payable to brokers or dealers and clearing organizations (5,690) 21,079 (24,493) Increase in receivable from mortgages and loans (3,011) - - Decrease (increase) in securities owned, net 14,293 (94,154) 22,789 Increase in payable to depositors 2,464 - - Increase (decrease) in accounts payable and other accrued expenses 21,382 (9,212) 6,960 Increase in other assets (11,382) (11,987) (9,715) _______ _______ _______ Net cash provided (used) by operating activities 174,932 (3,642) 41,178 _______ _______ _______ CASH FLOWS USED BY INVESTING ACTIVITIES: Purchase of equipment, property and improvements (40,199) (42,566) (47,109) Purchase of Boone National Savings and Loan Association, F.A., net of cash acquired (Note 12) (2,103) - - __________ ________ ______ Net cash used by investing activities (42,302) (42,566) (47,109) __________ ________ ________ CASH FLOWS (USED) PROVIDED BY FINANCING ACTIVITIES: (Decrease) increase in bank loans (135,505) 25,739 16,261 Issuance of long-term debt 30,512 44,859 11,700 Repayment of long-term debt (5,792) (36,397) (2,230) Issuance of subordinated liabilities - 92,000 - Repayment of subordinated liabilities (14,000) (29,000) (5,000) Issuance of partnership interests 50,523 5,167 29,195 Redemption of partnership interests (7,565) (2,343) (1,193) Withdrawals and distributions from partnership capital (43,373) (45,933) (51,734) _______ _______ _______
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Net cash (used) provided by financing activities (125,200) 54,092 (3,001) ________ _______ _______ Net increase (decrease) in cash and cash equivalents 7,430 7,884 (8,932) CASH AND CASH EQUIVALENTS, beginning of year 36,682 28,798 37,730 _________ __________ __________ end of year $ 44,112 $ 36,682 $ 28,798 ========== ========== ========== Cash paid for interest $ 32,892 $ 27,291 $ 17,840 ========== ========== ========== The accompanying notes are an integral part of these statements.
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THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL YEARS ENDED DECEMBER 31, 1995, 1994 and 1993 Subordinated Limited Limited General Prtnship Prtnship Prtnship (Amounts in thousands) Capital Capital Capital Total Balance, December 31, 1992 $ 47,328 $ 14,716 $ 75,252 $ 137,296 Issuance of partnership interests 24,763 4,432 - 29,195 Redemption of partnership interests (1,193) - - (1,193) Net income 9,805 5,933 50,473 66,211 Withdrawals and distributions (9,481) (5,918) (36,335) (51,734) __________ _______ ______ __________ Balance, December 31, 1993 71,222 19,163 89,390 179,775 Issuance of partnership interests - 5,167 - 5,167 Redemption of partnership interests (1,905) (438) - (2,343) Net income 8,059 5,182 40,616 53,857 Withdrawals and distributions (9,915) (5,352) (30,666) (45,933) __________ __________ __________ ________ Balance, December 31, 1994 67,461 23,722 99,340 190,523 Issuance of partnership interests 39,681 10,842 - 50,523 Redemption of partnership interest (3,646) (3,919) - (7,565) Net income 8,419 6,237 43,530 58,186 Withdrawals and distributions (7,943) (5,358) (30,072) (43,373) __________ __________ _______ __________ Balance, December 31, 1995 $ 103,972 $ 31,52 $ 112,79 $ 248,294 ======== ======== ======= ======== The accompanying notes are an integral part of these statements.
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THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1995, 1994 AND 1993 (Amounts in thousands) NOTE 1 - SUMMARY OF ACCOUNTING POLICIES The Partnership's Business and Basis of Accounting. The accompanying consolidated financial statements include the accounts of The Jones Financial Companies, a Limited Partnership, and all wholly owned subsidiaries (the "Partnership"). All material intercompany balances and transactions have been eliminated. Investments in nonconsolidated companies which are at least 20% owned are accounted for under the equity method. The Partnership's principal operating subsidiary, Edward D. Jones & Co., L.P. (" EDJ"), is engaged in business as a registered broker/dealer primarily serving individual investors. The Partnership derives its revenues from listed and unlisted securities, investment banking, principal transactions, insurance products and is a distributor of mutual fund shares. The Partnership conducts business throughout the United States and in Canada with its customers, various brokers and dealers, clearing organizations, depositories and banks. The Partnership acquired Boone National Savings and Loan Association, F.A. (``Association'') on July 21, 1995 (Note 12). The Association operates primarily in Central Missouri and plans to provide trust services to EDJ customers. The financial statements have been prepared under the accrual basis of accounting which requires the use of certain estimates by management in determining the Partnership's assets, liabilities, revenues and expenses. Cash and Cash Equivalents. The Partnership considers all short- term investments with original maturities of three months or less, that are not held for sale to customers, to be cash equivalents. Transactions. The Partnership's securities activities involve execution, settlement and financing of various securities transactions for customers. These transactions (and related revenue and expense) are recorded on a settlement date basis, generally representing the third business day following the transaction date, which is not materially different than 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. The Association makes secured commercial, real estate, and consumer loans primarily to customers in Central Missouri.
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Securities Owned. Securities owned are valued at current market prices. Unrealized gains or losses are reflected in principal transactions revenue. Equipment, Property and Improvements. Equipment, including furniture and fixtures, is depreciated using straight-line and accelerated methods over estimated useful lives of five to ten years. Buildings are depreciated using the straight-line method over estimated useful lives approximating thirty to thirty two years. Amortization of property improvements is computed based on the remaining life of the property or 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 are removed from the accounts, and any resulting gain or loss is reflected in income for the period. The cost of maintenance and repairs is charged against income as incurred, whereas significant renewals and betterments are capitalized. Segregated Cash Equivalents and Securities Owned. Rule 15c3-3 of the Securities and Exchange Commission requires deposits of cash or securities to a special reserve bank account for the benefit of customers if total customer related credits exceed total customer related debits, as defined. No deposits of cash or securities were required as of December 31, 1995 or 1994. Income Taxes. Income taxes have not been provided for in the consolidated financial statements since The Jones Financial Companies, a Limited Partnership, is organized as a partnership, and each partner is liable for its own tax payments. NOTE 2 - RECEIVABLE FROM AND PAYABLE TO CUSTOMERS Accounts receivable from and payable to customers include margin balances and amounts due on uncompleted transactions. Values of securities owned by customers and held as collateral for these receivables are not reflected in the financial statements. Substantially all amounts payable to customers are subject to withdrawal upon customer request.
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NOTE 3 - RECEIVABLE FROM AND PAYABLE TO BROKERS OR DEALERS AND CLEARING ORGANIZATIONS The components of receivable from and payable to brokers or dealers and clearing organizations are as follows: 1995 1994 Securities failed to deliver $ 3,880 $ 3,864 Deposits paid for securities borrowed 14,742 8,604 Deposits with clearing organizations 2,369 2,448 Other 1,103 1,688 ______ _______ Total receivable from brokers or dealers and clearing organizations $ 22,094 $ 16,604 ========== ========== Securities failed to receive $ 7,889 $ 10,064 Deposits received for securities loaned 4,889 2,735 Other 247 426 _________ __________ Total payable to brokers or dealers and clearing organizations $ 13,025 $ 13,225 ========= ========== "Fails" represent the contract value of securities that have not been received or delivered by settlement date. NOTE 4 - RECEIVABLE FROM MORTGAGES AND LOANS Receivables from mortgages and loans are comprised of the Association's mortgage loans, primarily adjustable rate, net of discounts, deferred origination fees and the allowance for loan losses. The carrying amounts of the receivables approximate their fair values. NOTE 5 - SECURITIES OWNED
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Securities owned are summarized as follows (at market value): 1995 1994 ____________________________________________ Securities Securities Sold but Sold but Securities not yet Securities not yet Owned Purchased Owned Purchased Inventory Securities: Certificates of deposit $ 4,740 $ - $ 3,113 $ 246 U.S. and Canadian government and agency obligations 9,680 13,320 18,501 11,201 State and municipal obligations 56,514 450 42,860 726 Corporate bonds and notes 12,167 2,615 16,342 3,145 Corporate stocks 5,194 2,043 5,375 719 __________ _________ __________ _______ $ 88,295 $ 18,428 $86,191 $16,037 ========= ======== ======== ======== Investment Securities: U.S. government and agency obligations $ 123,060 $137,066 ========= ======== The Partnership attempts to reduce its exposure to market price fluctuations of its inventory securities through the sale of futures contracts and U.S. government securities. The amount of the securities purchased or sold will fluctuate on a daily basis due to changes in interest rates and market conditions. Any gain or loss on the hedging activities is recognized in principal NOTE 6 - EQUIPMENT, PROPERTY AND IMPROVEMENTS Equipment, furniture and fixtures, property and improvements are summarized as follows: 1995 1994 Land $ 13,671 $ 13,705 Buildings and improvements 92,704 76,142 Equipment 94,367 78,902 Furniture and fixtures 62,145 51,557 ____________ ____________ Total equipment, property and improvements 262,887 220,306 Accumulated depreciation and amortization (117,792) (94,542) ____________ ____________ Equipment, property and improvements, net $ 145,095 $ 125,764 ========== ==========
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NOTE 7 - BANK LOANS The Partnership borrows from banks on a short-term basis primarily to finance customer margin balances and inventory securities. As of December 31, 1995, the Partnership had bank lines of credit aggregating $570,000 of which $545,000 were through uncommitted facilities. Actual borrowing availability is primarily based on securities owned and customers' margin securities. At December 31, 1995 and 1994, collateral of $416,645 and $475,594, respectively, was available to support secured bank loans of EDJ. As of December 31, 1995, the Association had a $1.5 million loan from the Federal Home Loan Bank secured by mortgage loans. All loans outstanding approximate their fair value. Interest is at a fluctuating rate (weighted average rate of 5.8% and 7.0% at December 31, 1995, and 1994, respectively) based on short-term lending rates. The average of the aggregate short-term bank loans outstanding was $97,527, $159,600 and $99,100 and the average interest rate (computed on the basis of the average aggregate loans outstanding) was 6.8%, 5.2% and 4.0% for the years ended December 31, 1995, 1994 and 1993, respectively. NOTE 8 - PAYABLE TO DEPOSITORS Amounts payable to depositors is comprised 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.
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NOTE 9 - LONG-TERM DEBT Long-term debt is comprised of the following: 1995 1994 Notes payable, secured by equipment, interest at variable rates ranging from 7.325% to 8.5% at December 31, 1995, due in monthly installments of principal plus interest, maturing from May 1, 1997 through December 6, 2000. $ 14,274 $ 6,450 Notes payable, secured by property, interest rates ranging from 7.59% to 8.72% at December 31, 1995, principal and interest due in monthly installments, maturing from June 5, 2003 through April 5, 2008. 47,747 35,329 Notes payable, secured by the Association's stock and a letter of credit, interest at variable rates ranging from 5.97% to 7.325% at December 31, 1995, annual principal due plus interest, maturing from July 24, 1998 through June 30, 2000. 8,106 - ____________ ____________ $ 70,127 $ 41,779 ========== ========== Required annual principal payments, as of December 31, 1995, are as follows: Year Principal Payment _____ ___________________ 1996 $ 9,265 1997 9,019 1998 7,567 1999 7,837 2000 9,610 Thereafter 26,829 _____________ $ 70,127 =============
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The Partnership has land, buildings and equipment with a carrying value of $70,716 at December 31, 1995, which are subject to security agreements which collateralize various notes payable. Certain agreements contain restrictions that among other things, require maintenance of certain financial ratios, levels of indebtedness and limit the withdrawal of partnership capital. The Partnership has estimated the fair value of the long-term debt to be approximately $68,159 and $38,199 as of December 31, 1995 and 1994, respectively. NOTE 10 - LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS Liabilities subordinated to the claims of general creditors consist of: 1995 1994 Capital notes, 7.95%, due in annual installments of $10,225, commencing on April 15, 1998, with a final installment of $10,200 due on April 15, 2006. $ 92,000 $ 92,000 Capital notes, 8.96%, due in annual installments of $6,000 commencing on May 1, 1998, with a final installment on May 1, 2002 30,000 30,000 Capital notes, 10.6%, retired during 1995 - 14,000 ____________ ____________ $ 122,000 $ 136,000 ============ ============ The capital note agreements contain restrictions that among other things, require maintenance of certain financial ratios, restrict encumbrance of assets and creation of indebtedness and limit the withdrawal of partnership capital. As of December 31, 1995, the Partnership was required, under the note agreements, to maintain minimum partnership capital of $110,000 and Net Capital as computed in accordance with the uniform Net Capital rule of 7.5% of aggregate debit items (See Note 13).
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The subordinated liabilities are subject to cash subordination agreements approved by the New York Stock Exchange and, therefore, are included in the Partnership's computation of Net Capital under the Securities and Exchange Commission's uniform Net Capital rule. The Partnership has estimated the fair value of the subordinated capital notes to be approximately $128,156 and $130,520 as of December 31, 1995 and 1994, respectively. NOTE 11 - PARTNERSHIP CAPITAL The limited partnership capital, consisting of 98,410 and 62,375 $1,000 units at December 31, 1995 and 1994, respectively, is held by current and former employees and general partners of the Partnership. Each limited partner receives interest at seven and one-half percent on the principal amount of capital contributed and a varying percentage of the net income of the Partnership. Interest expense includes $5,055, $4,741, and $3,781 for the years ended December 31, 1995, 1994 and 1993, respectively, paid to limited partners on capital contributed. The subordinated limited partnership capital, consisting of 28,943 and 22,020 $1,000 units at December 31, 1995 and 1994, respectively, 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 is subordinated to the limited partnership capital. Included in partnership capital at December 31, 1995 and 1994, are undistributed profits of $17,477 and $14,679, respectively, to be withdrawn by the partners. NOTE 12 - ACQUISITION Effective July 21, 1995, the Partnership purchased Boone National Savings and Loan Association, F.A., in a stock purchase transaction for approximately $8.6 million. The acquisition has been accounted for as a purchase, and accordingly, the operating results of the Association have been included in the Partnership's consolidated results since the effective acquisition date. The acquisition was funded with $5 million of long-term debt and a $3.6 million note held by the sellers. The acquisition did not have a material effect on the results of operations or financial position of the Partnership in 1995. As of December 31, 1995, the total assets of the Association were approximately $72.3 million. NOTE 13 - CAPITAL REQUIREMENTS As a result of its activities as a broker/dealer, EDJ, 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. Under the alternative method permitted by the rules, EDJ must maintain minimum Net Capital, as defined, 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.
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At December 31, 1995, EDJ's Net Capital of $181,965 was 38% of aggregate debit items and its Net Capital in excess of the minimum required was $172,401. Net Capital and the related capital percentage may fluctuate on a daily basis. The Association is required under federal regulation to maintain specified levels of liquidity and capital standards. The Association has been in compliance with these regulations at all times. NOTE 14 - EMPLOYEE BENEFIT PLAN The Partnership maintains a profit sharing plan covering all eligible employees. Contributions to the plan are at the discretion of the Partnership. However, participants may contribute on a voluntary basis. Approximately $14,951, $13,835, and $16,716 were provided by the Partnership for its contributions to the plan for the years ended December 31, 1995, 1994 and 1993, respectively. No post retirement benefits are provided. NOTE 15 - COMMITMENTS Furniture, fixtures, computer and communication equipment are rented under various operating leases. Additionally, branch offices are leased on a three to five year basis and are cancellable at the option of the Partnership. The Partnership's non-cancelable lease commitments greater than one year are summarized below: 1996 $ 16,188 1997 16,342 1998 12,864 1999 5,434 2000 2,202 Thereafter 7,760 Rent expense was $44,486, $35,558, and $28,385 for the years ended December 31, 1995, 1994 and 1993, respectively. NOTE 16 - CONTINGENCIES Various legal actions, primarily relating to the distribution of securities, are pending against the Partnership. Certain cases are class actions (or purported class actions) claiming substantial damages. These actions are in various stages and the results of such actions cannot be predicted with certainty. In the opinion of management, after consultation with legal counsel, the ultimate resolution of these actions is not expected to have a material adverse impact on the Partnership's results of operations or financial condition. ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None
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ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Jones Financial Companies, a Limited Partnership, being organized as a partnership, does not have individuals associated with it designated as officers or directors. As of February 23, 1996, the Partnership is comprised of 122 general partners, 2,792 limited partners and 57 subordinated limited partners. Under the terms of the Partnership Agreement, John W. Bachmann is designated Managing Partner and 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. Subject to the foregoing, the Partnership is managed by its 122 general partners. The Management Committee of the Partnership is comprised of John W. Bachmann, Douglas E. Hill, Charles R. Larimore, Richie L. Malone, Steven Novik, Darryl L. Pope, Gary D. Reamey, Connie M. Silverstein, Robert Virgil, Jr., and James D. Weddle. The purpose of the Management 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 Management 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. No general partner is or has been individually, nor in association with any prior business, the subject of any action under any insolvency law or criminal proceeding or has ever been enjoined temporarily or permanently from engaging in any business or business practice. A listing of the names, ages, dates of becoming a general partner and area of responsibility for each general partner follows at February 23, 1996: Became General Name Age Partner Area of Responsibility Warren K. Akerson 53 1974 Sales Allan J. Anderson 53 1992 Sales Management Charles E. Armstrong 56 1996 Sales John W. Bachmann 57 1970 Managing Partner Thomas M. Bartow 46 1989 Sales Training James D. Bashor 41 1990 Regional Sales Leader Robert J. Beck 41 1983 Municipal Trading Roger W. Bennett 40 1995 Regional Sales Leader John D. Beuerlein 42 1979 Sales Management John S. Borota 55 1978 Sales Hiring William H. Broderick, III 43 1986 On-line Marketing and Communications Morton L. Brown 49 1978 Managed Investments Daniel A. Burkhardt 48 1979 Investment Banking Jack L. Cahill 46 1980 Sales Training
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Brett A. Campbell 37 1993 Sales Training Donald H. Carter 52 1994 Regional Sales Leader John J. Caruso 49 1988 Information Systems Guy R. Cascella 38 1992 Sales Management Became General Name Age Partner Area of Responsibility Pamela K. Cavness 33 1995 Compliance Craig E. Christell 39 1994 Regional Sales Leader Richard A. Christensen, Jr.48 1978 Mutual Funds Processing Robert J. Ciapciak 40 1988 HeadquartersAdministration Stephen P. Clement 46 1990 Video Communications Cheryl J. Cook-Schneider 37 1995 Compliance Loyola A. Cronin 38 1987 Branch Operations Stanley A. Cunningham 52 1995 Regional Sales Leader Harry J. Daily, Jr. 49 1985 Regional Sales Leader Paul R. Daniels 50 1995 Regional Sales Leader Douglas E. Davis 39 1996 Regional Sales Leader James E. Docksey 35 1995 Regional Sales Leader Cynthia A. Doria 40 1995 Legal Brian T. Duffy 43 1996 Regional Sales Leader William T. Dwyer, Jr. 40 1994 Regional Sales Leader Abe W. Dye 51 1984 Regional Sales Leader Allen R. Eaker 49 1989 Regional Sales Leader Norman L. Eaker 39 1984 Securities Processing Kevin Eberle 45 1993 Regional Sales Leader Michael J. Esser 47 1983 Sales Training Kevin N. Flatt 47 1989 Corporate Bond Trading Steve Fraser 40 1993 Securities Processing Colleen A. Geraty 34 1995 Advertising Chris A. Gilkison 42 1994 Branch Locations Barbara G. Gilman 57 1988 Trust Marketing Steven L. Goldberg 37 1987 Central Services Ronald Gorgen 46 1993 Field Services Robert L. Gregory 53 1974 Sales Hiring Kevin C. Haarberg 41 1995 Regional Sales Leader Patricia F. Hannum 35 1988 Marketing Services Stephen P. Harrison 47 1990 Regional Sales Leader James W. Harrod 60 1974 Sales Training David L. Hayes 40 1994 Regional Sales Leader Randy K. Haynes 40 1994 Operations Peter R. Heisler 42 1996 Regional Sales Leader Clifton L. Helbert 37 1996 Regional Sales Leader John M. Hess 48 1992 Regional Sales Leader Mary Beth Heying 38 1994 Communications Douglas E. Hill 51 1974 Marketing Alan J. Holmes 42 1996 Regional Sales Leader Don R. Howard 44 1995 Regional Sales Leader Stephen M. Hull 51 1994 Regional Sales Leader Earl H. Hull, Jr. 50 1990 Regional Sales Leader Glennon D. Hunn 53 1984 Information Systems Gary R. Hunziker 55 1994 Regional Sales Leader Thomas G. Iorio 35 1994 Regional Sales Leader James J. Johnston 49 1995 Regional Sales Leader Myles P. Kelly 42 1989 Accounting Timothy J. Kirley 42 1994 Customer SegmentsMktg.
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Became General Name Age Partner Area of Responsibility Thomas M. Kliethemes 34 1995 Regional Sales Leader James A. Krekeler 31 1995 Investment Banking Frederick H. Kruse, Jr. 49 1995 CEO Boone National Charles R. Larimore 55 1981 Branch Administration Mark Leverenz 40 1995 Securities Processing Michele Liebman 39 1994 Information Systems Rhonda L. Liesenfeld 34 1996 Government Bonds Trading Richie L. Malone 47 1979 Information Systems Richard G. McCarty 56 1990 Regional Sales Leader Timothy J. McCoy 35 1995 Customer Retention Thomas Migneron 35 1993 Internal Audit Richard G. Miller, Jr. 40 1991 Regional Sales Leader Thomas W. Miltenberger 48 1985 Mutual Funds Marketing Merry L. Mosbacher 37 1986 Insurance/Annuities Mktg. Matt B. Myre 39 1988 Regional Sales Leader Rodger W. Naugle 54 1992 Regional Sales Leader Steven Novik 46 1983 Accounting Cynthia Paquette 35 1993 Information Systems George C. Picogna 38 1995 Regional Sales Leader Darryl L. Pope 56 1971 Operations Ray W. Raley 42 1996 Equity Marketing Gary D. Reamey 40 1984 Canada Division James L. Regnier 38 1994 Sales Training Ray L. Robbins, Jr. 51 1975 Research Wann V. Robinson 45 1992 Regional Sales Leader Douglas Rosen 35 1993 Regional Sales Leader Harry John Sauer, III 38 1988 Dividend Processing Arthur C. Schlappi 41 1995 Regional Sales Leader Thomas D. Schlosser 47 1995 Regional Sales Leader Philip R. Schwab 47 1978 Syndicate/Equity Trading Robert D. Seibel 61 1974 Regional Sales Leader Festus W. Shaughnessy, III40 1988 InformationSystemsMktg. Connie M. Silverstein 40 1988 Market Development Alan F. Skrainka 34 1989 Research John S. Sloop 47 1990 Sales Management Randall L. Smith 40 1996 Regional Sales Leader Ronald H. Smith 56 1984 Regional Sales Leader Lawrence R. Sobol 45 1977 General Counsel Lawrence E. Thomas 40 1983 Sales Management Terry R. Tucker 41 1988 Information Systems Richard G. Unnerstall 40 1989 Information Systems Steven A. Vanvoorhis 45 1995 Regional Sales Leader Susan S. Venn 33 1995 Accounting Robert Virgil, Jr. 61 1994 HeadquartersAdministration JoAnn Von Bergen 46 1986 Cash Processing Donald E. Walter 50 1983 Compliance Director James D. Weddle 42 1984 Sales Management
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General Name Age Partner Area of Responsibility Vicki Westall 36 1993 Investment Banking Thomas J. Westphal 37 1989 Customer Information Heidi Whitfield 35 1993 Product Review Robert D. Williams 34 1994 Regional Sales Leader A. Thomas Woodward 49 1985 Sales Management Price P. Woodward 33 1993 Customer Segments Mktg. Alan T. Wright 49 1994 Investment Banking Bradley A. Ytterberg 41 1994 Customer Segments Mktg. Except as indicated below, each of the General Partners has been a general partner of the Partnership for more than the preceding five years. Allan J. Anderson, joined the Partnership in 1984 as a registered representative and became a general partner in 1992. Charles E. Armstrong, joined the Partnership in 1977 as a registered representative and became a general partner in 1996. Roger W. Bennett, joined the Partnership in 1982 as a registered representative and became a general partner in 1995. Brett A. Campbell, joined the Partnership in 1984 as a registered representative and became a general partner in January 1993. Donald H. Carter, joined the Partnership in 1982 as a registered representative and became a general partner in January 1994. Guy Cascella, joined the Partnership in 1983 as a registered representative and became a general partner in 1992. Pamela K. Cavness, joined the Partnership in 1987 as an attorney in the Compliance Department and became a general partner in 1995. Craig E. Christell, joined the Partnership in 1982 as a registered representative and became a general partner in January 1994. Cheryl Cook-Schneider, joined the Partnership in 1987 as an attorney in the Compliance Department and became a general partner in January 1995. Stanley A. Cunningham, joined the Partnership in 1981 as a registered representative and became a general partner in January 1995. Paul R. Daniels, joined the Partnership in 1984 as a registered representative and became a general partner in 1995. Douglas E. Davis, joined the Partnership in 1987 as a registered representative and became a general partner in 1996. James E. Docksey, joined the Partnership in 1982 as a registered representative and became a general partner in 1995. Cynthia A. Doria, joined the Partnership in 1984 as an attorney in the Legal Department and became a general partner in January 1995.
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Terry Doyle, joined the Partnership in 1981 as a registered representative and became a general partner in 1992. Brian T. Duffy, joined the Partnership in 1987 as a registered representative and became a general partner in 1996. William T. Dwyer, joined the Partnership in 1982 as a registered representative and became a general partner in January 1994. Kevin Eberle, joined the Partnership in 1985 as a registered representative and became a general partner in 1993. Steve Fraser, joined the Partnership in 1985 in the Operations Department and became a general partner in January, 1993. Colleen A. Geraty, joined the Partnership in 1987 in the Advertising Department and became a general partner in January 1995. Chris A. Gilkison, joined the Partnership in 1987 as a registered representative and became a general partner in January 1994. Ronald Gorgen, joined the Partnership in 1980 as a registered representative and became a general partner in January 1993. Kevin C. Haarberg, joined the Partnership in 1984 as a registered representative and became a general partner in January 1995. David L. Hayes, joined the Partnership in 1977 active in hiring and training and became a general partner in January 1994. Randy K. Haynes, joined the Partnership in 1984 as a registered representative and became a general partner in January 1994. Peter R. Heisler, joined the Partnership in 1985 as a registered representative and became a general partner in 1996. Clifton L. Helbert, joined the Partnership in 1989 as a registered representative and became a general partner in 1996. John M. Hess, joined the Partnership in 1982 as a registered representative and became a general partner in 1992. Mary Beth Heying, joined the Partnership in 1984 in the Communications Department and became a general partner in January 1994. Alan J. Holmes, joined the Partnership in 1989 as a registered representative and became a general partner in 1996. Don R. Howard, joined the Partnership in 1984 as a registered representative and became a general partner in January 1995. Steven M. Hull, joined the Partnership in 1973 as a registered representative and became a general partner in 1994. Gary R. Hunziker, joined the Partnership in 1986 as a registered representative and became a general partner in January 1994.
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Thomas G. Iorio, joined the Partnership in 1982 as a registered representative and became a general partner in January 1994. James J. Johnston, joined the Partnership in 1975 as a registered representative and became a general partner in 1995. Timothy J. Kirley, joined the Partnership in 1983 as a registered representative and became a general partner in 1994. Thomas M. Kliethermes, joined the Partnership in 1987 as a registered representative and became a general partner in 1995. James A. Krekeler, joined the Partnership in 1988 in the Research Department and became a general partner in January 1995. Frederick H. Kruse, joined the Partnership in 1995 as a general partner. Prior to this, he served as the President and Chief Executive Officer of Boone National Savings and Loan Association, F.A. Mark Leverenz, joined the Partnership in 1988 in the Operations Department and became a general partner in January 1995. Michele M. Liebman, joined the Partnership in 1985 in the Data Processing Department and became a general partner in January 1994. Rhonda L. Liesenfeld, joined the Partnership in 1985 in the corporate bond department, and became a general partner in 1996 Timothy J. McCoy, joined the Partnership in 1982 in the municipal bond department and became a general partner in 1995. Thomas W. Migneron, joined the Partnership in 1985 as an internal auditor and became a general partner in January, 1993. Rodger W. Naugle, joined the Partnership in 1981 as a registered representative and became a general partner in 1992. Cynthia Paquette, joined the Partnership in 1985 in the Information Systems Department and became a general partner in January 1993. Gregory C. Picogna, joined the Partnership in 1985 as a registered representative and became a general partner in 1995. Ray W. Raley, joined the Partnership in 1976 as a registered representative and became a general partner in 1996 in the Equity Marketing department. James L. Regnier, joined the Partnership in 1983 as a registered representative and became a general partner in January 1994. Wann V. Robinson, joined the Partnership in 1985 as a registered representative and became a general partner in 1992. Douglas Rosen, joined the Partnership in 1982 as a registered representative and became a general partner in January 1993. Arthur C. Schlappi, joined the Partnership in 1986 as a registered representative and became a general partner in 1995.
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Thomas D. Schlosser, joined the Partnership in 1978 as a registered representative and became a general partner in 1995. Randall L. Smith, joined the Partnership in 1980 as a registered representative and became a general partner in 1996. Steven A. VanVoorhis, joined the Partnership in 1976 as a registered representative and became a general partner in 1995. Susan S. Venn, joined the Partnership in 1986 in the Unit Trust Area and became a general partner in 1995 in the Accounting Department. Robert Virgil, Jr., joined the Partnership in 1993 as a general partner. Prior to this, he served as dean of the John M. Olin School of Business at Washington University. Vicki Westall, joined the Partnership in 1984 in the Product Review Department and became a general partner in January, 1993. Heidi Whitfield, joined the Partnership in 1982 as an equity analyst and became a general partner in January 1993. Robert D. Williams, joined the Partnership in 1986 as a registered representative and became a general partner in 1994. Price P. Woodward, joined the Partnership in 1984 as a registered representative and became a general partner in January 1993. Alan T. Wright, joined the Partnership in 1985 in Investment Banking Department and became a general partner in January 1994. Bradley A. Ytterberg, joined the Partnership in 1984 as a registered representative and became a general partner in 1994. Daniel A. Burkhardt is a director of Essex County Gas Company, Amsebury, Massachusetts; Galaxy Cablevision Management, Inc., Sikeston, Missouri; Mid-American Reality Investments, Inc., Omaha, Nebraska; Southeastern Michigan Gas Enterprises Inc., Port Huron, Michigan; St. Joseph Light & Power Co., St. Joseph, Missouri; and Community Investment Partners, L.P. John C. Heisler, Philip R. Schwab and John D. Beuerlein are directors of Cornerstone Mortgage Investment Group, Inc. and Cornerstone Mortgage Investment Group II, Inc. Ray L. Robbins, Jr. is a director of Community Investment Partners, L.P. Robert Virgil, Jr. is a director of CPI Corp., St. Louis, Missouri.
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ITEM 11.EXECUTIVE COMPENSATION The following table sets forth all compensation paid by the Partnership during the three most recent years to the five general partners receiving the greatest compensation (including respective shares of profit participation). Returns to General Partner Capital ___________________ (1) (2) (3) & (4) Net income General Partner Deferred allocated invested Total Compen- to General Capital at (1)(2) Year Salaries sation Partners 12/31 (3) John W. Bachmann 1995 120,000 6,077 1,721,341 4,500,612 1,847,418 1994 120,000 5,55 1,681,517 4,115,163 1,807,070 1993 120,000 10,707 2,350,562 3,971,779 2,481,269 Douglas E. Hill 1995 118,000 6,077 1,631,400 4,241,95 1,755,477 1994 118,000 5,55 1,513,365 3,703,647 1,636,918 1993 118,000 10,707 1,994,416 3,369,994 2,123,123 Ron Larimore 1995 118,000 6,077 1,641,246 4,293,687 1,765,323 1994 118,000 5,553 1,513,365 3,703,647 1,636,918 1993 118,000 10,707 1,994,416 3,369,994 2,123,123 Richie L. Malone 1995 118,000 6,077 1,610,391 4,293,687 1,734,468 1994 118,000 5,553 1,513,365 3,703,647 1,636,918 1993 118,000 10,707 1,899,444 3,209,518 2,028,151 Darryl W. Pope 1995 118,000 6,077 1,629,819 4,241,956 1,753,896 1994 118,000 5,553 1,513,365 3,703,647 1,636,918 1993 118,000 10,707 1,994,416 3,369,994 2,123,123 (1)Each non-selling general partner receives a salary generally ranging from $90,000 - $120,000 annually. Selling general partners do not receive a specified salary, rather, they receive the net sales commissions earned by them (none of the five individuals listed above earned any such commissions). Additionally, general partners who are principally engaged in sales 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 investment representative employees.
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(2)Each general partner is a participant in the Partnership's profit sharing plan which 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 profit participation. (3)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. These interests in the Partnership held by each general partner currently range from 1/10 of 1% to 4.65% in 1995, (1/10 of 1% to 4.50% in 1994 and 1/10 of 1% to 4.95% in 1993). 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. (4)Net income allocable to general partners is the amount remaining after payment of interest and earnings on capital invested to limited partners and subordinated limited partners. ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 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), 82 of the general partners also own limited partnership interests and 26 of the general partners also own subordinated limited partnership interests, as noted in the table below.
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As of February 23, 1996: Name of Amount of Beneficial Beneficial Percent of Title of Class Owner Ownership Class Limited Partnership All General Interests Partners as a Group $7,583,000 8% Subordinated All General Limited Partnership Partners as Interests a Group 15,644,000 50% 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 collectibility 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.
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ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K INDEX (a) (1) The following financial statements are included in Part II,Item 8: Page No. Report of Independent Public Accountants ................20 Consolidated Statements of Financial Condition as of December 31, 1995 and 1994 ..............................21 Consolidated Statements of Income for the years ended December 31, 1995, 1994 and 1993 ........................23 Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993 ..................24 Consolidated Statements of Changes in Partnership Capital for the years ended December 31, 1995, 1994 and 1993 ....25 Notes to Consolidated Financial Statements ..............26 All schedules are omitted because they are not required, inapplicable, or the information is otherwise shown in the financial statements or notes thereto. (b) Report on Form 8-K No reports on Form 8-K were filed in the fourth quarter of 1995. (c) Exhibits Reference is made to the Exhibit Index hereinafter contained.
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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, A LIMITED PARTNERSHIP __________________________________________________________ By (Signature and Title) /s/ John W. Bachmann _____________________________________________ John W. Bachmann, Managing Partner Date March 26, 1996 __________________________________________________________ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated. By (Signature and Title) /s/ John W. Bachmann _____________________________________________ John W. Bachmann, Managing Partner Date March 26, 1996 __________________________________________________________ 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.
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EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1995 Exhibit Number Page Description 3.1 * Fifth Amended and Restated Limited Partnership Agreement of Edward D. Jones & Co., L.P., dated April 28, 1994, incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 24, 1994. 3.2 * Form of Limited Partnership Agreement of Edward D. Jones & Co., L.P. 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 * Note Purchase Agreement between Tempus Corporation and Edward D. Jones & Co., L.P. dated as of March 15, 1988, incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 25, 1988. 10.3 * Complaint for Permanent Injunction and Other Equitable Relief and Final Judgement of Permanent Injunction in re: SEC v. Edward D. Jones & Co. (U.S. Dist. Ct. for Dist. of Columbia; Civil Action No. 85- 3078), incorporated herein by reference to Exhibit 10(I) to the Company's current report on Form 8-K dated September 24, 1985. 10.4 * Volume Discount Agreement dated May 27, 1987, between Digital Equipment Corporation and Edward D. Jones & Co., incorporated herein by reference to Exhibit 10.13(c) to the Company's registration statement on Form S-1 (Reg. No. 33-14955). 10.5 * Master Lease Agreement dated as of May 29, 1987, between Digital Equipment Corporation and Edward D. Jones & Co., incorporated herein by reference to Exhibit 10.13(b) to the Company's registration statement on Form S-1 (Reg. No. 33-14955). 10.6 * Master Lease Agreement dated as of October 17, 1988, between Edward D. Jones & Co., L.P., and BancBoston Leasing, incorporated herein by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended September 30, 1988. 10.16 * Satellite Communications Agreement dated as of September 12, 1988, between Hughes Network Systems and Edward D. Jones & Co., L.P., incorporated herein by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended September 30, 1988. 10.18 * 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 or Form 10-K for the year ended September 27, 1991. 10.20 * 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. 10.21 * 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 or Form 10-K for the year ended December 31, 1992. 10.22 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. 10.23 Purchase Agreement by and between Edward D. Jones & Co., L.P. and Genicom Corporation dated November 25, 1992. 10.24 Mortgage Note and Deed of Trust and Security Agreement between EDJ Leasing Co., L.P. and Nationwide Insurance Company dated March 9, 1993. 10.25 Mortgage Note and Amendment to Deed of Trust between EDJ Leasing Co., L.P. and Nationwide Insurance Company dated March 9, 1994. 10.26 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. 10.27 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. 10.28 Equipment Lease Agreement between IFA Incorporated and Edward D. Jones & Company, L.P., dated June 8, 1994, incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 24, 1994. 10.29 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. 10.30 Equipment Lease by and between Edward D. Jones & Co., L.P., and EDJ Leasing Co., L.P. dated April 1, 1994, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 24, 1994. 10.31 $8,200,000 Promissory Note to Commerce Bank National Association by EDJ Leasing Co., L.P., dated April 5, 1994, incorporated herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 24, 1994. 10.32 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. 10.33 Credit Agreement between EDJ Leasing Co., L.P. and Southtrust Bank of Alabama, N.A. dated October 26, 1994. 10.34 Master Lease Agreement between EDJ Leasing Company and Edward D. Jones & Co., L.P. dated October 26, 1994. 10.35 Lease Financing Line of Credit Agreement and Term Note Agreement between EDJ Leasing Co., L.P. and Enterprise Bank dated December 6, 1994. 10.36 Master Lease Agreement between EDJ Leasing Co. and Edward D. Jones & Co., L.P., dated December 6, 1994. 10.37 Purchase Agreement by and between Edward D. Jones & Co., L.P. and Tektronix Inc. dated February 28, 1995. 10.38 Loan Agreement between Edward D. Jones & Co., L.P. and Boatmen's Bank dated April 28, 1995, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 25, 1995. 10.39 Sixth Amended and Restated Limited Partnership Agreement of Edward D. Jones & Co., L.P., dated May 31, 1995, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995. 10.40 Conforming Systems Agreement between Tri- Tek Information Systems, Inc. and Edward D. Jones & Co.., L.P., dated May 31, 1995, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995. 10.41 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. 10.42 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. 24.1 Consent of Independent Public Accountants. 25 * Delegation of Power of Attorney to Managing Partner contained within Exhibit 3.1 27 Financial Data Schedule (provided for the Securities and Exchange Commission only).

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