UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 24, 1999 Commission file number 0-16633 THE JONES FINANCIAL COMPANIES, L.L.L.P. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MISSOURI 43-1450818 - ------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 12555 Manchester Road St. Louis, Missouri 63131 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 515-2000 --------------------- 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 the filing date, there are no voting securities held by non-affiliates of the Registrant. THE JONES FINANCIAL COMPANIES, L.L.L.P. INDEX Page Number Part I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Financial Condition 3 Consolidated Statements of Income & Comprehensive Income 5 Consolidated Statements of Cash Flows 6 Consolidated Statements of Changes in Partnership Capital 7 Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosures about Market Risk 14 Part II. OTHER INFORMATION Item 1. Legal Proceedings 15 Item 6. Exhibits and Reports on Form 8-K 15 Signatures 16 2 Part I. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION ASSETS (Unaudited) September 24, December 31, (Amounts in thousands) 1999 1998 - ------------------------------------------------------------------------------------------------ Cash and cash equivalents $ 118,136 $ 143,745 Securities purchased under agreements to resell - 115,000 Receivable from: Customers 1,494,557 1,165,483 Brokers or dealers and clearing organizations 37,172 34,518 Mortgages and loans 76,404 68,822 Securities owned, at market value: Inventory securities 101,991 110,864 Investment securities 215,617 166,887 Equipment, property and improvements 222,566 201,901 Other assets 146,641 111,624 ---------- ---------- TOTAL ASSETS $2,413,084 $2,118,844 ================================================================================================ The accompanying notes are an integral part of these financial statements. 3 Part I. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION LIABILITIES AND PARTNERSHIP CAPITAL (Unaudited) September 24, December 31, (Amounts in thousands) 1999 1998 - ------------------------------------------------------------------------------------------------ Bank loans $ 324,376 $ 6,967 Payable to: Customers 865,046 1,045,440 Brokers or dealers and clearing organizations 59,164 55,423 Depositors 78,636 74,152 Securities sold but not yet purchased, at market value 31,142 18,928 Accounts payable and accrued expenses 96,175 75,811 Accrued compensation and employee benefits 205,721 157,299 Long-term debt 37,706 41,825 ---------- ---------- 1,697,966 1,475,845 ---------- ---------- Liabilities subordinated to claims of general creditors 259,050 200,275 ---------- ---------- Partnership capital 435,500 402,362 Partners' capital reserved for anticipated withdrawals 20,568 40,362 ---------- ---------- Total Partnership Capital 456,068 442,724 ---------- ---------- TOTAL LIABILITIES AND PARTNERSHIP CAPITAL $2,413,084 $2,118,844 ================================================================================================ The accompanying notes are an integral part of these financial statements. 4 Part I. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENTS OF INCOME & COMPREHENSIVE INCOME (Unaudited) Three Months Ended Nine Months Ended (Amounts in thousands, September 24, September 25, September 24, September 25, except per unit information) 1999 1998 1999 1998 - ----------------------------------------------------------------------------------------------------------------------- Net revenue: Commissions $273,057 $242,821 $ 842,828 $ 728,933 Principal transactions 78,963 38,250 191,240 105,189 Investment banking 2,059 9,610 18,208 29,974 Interest and dividends 38,863 30,890 103,827 83,294 (Loss) gain on investment - (1,200) - 39,795 Other 50,041 37,246 143,179 95,249 -------- -------- ---------- ---------- Total Revenue 442,983 357,617 1,299,282 1,082,434 Interest Expense 15,701 12,016 40,197 33,838 -------- -------- ---------- ---------- Net Revenue 427,282 345,601 1,259,085 1,048,596 -------- -------- ---------- ---------- Expenses: Compensation and benefits 257,694 213,160 760,614 612,260 Communications and data processing 41,871 29,778 119,025 87,354 Occupancy and equipment 34,778 27,962 95,892 79,821 Payroll and other taxes 11,541 9,029 41,814 33,961 Floor brokerage and clearance fees 3,143 2,399 9,229 6,862 Other operating expenses 33,600 23,720 93,830 70,284 -------- -------- ---------- ---------- Total Expenses 382,627 306,048 1,120,404 890,542 -------- -------- ---------- ---------- Net income 44,655 39,553 138,681 158,054 Foreign currency translation (150) - (391) - -------- -------- ---------- ---------- Comprehensive Net Income $ 44,505 $ 39,553 $ 138,290 $ 158,054 ======== ======== ========== ========== Comprehensive net income allocated to: Limited partners $ 6,209 $ 6,217 $ 19,396 $ 20,314 Subordinated limited partners 3,912 3,531 12,609 16,360 General partners 34,384 29,805 106,285 121,380 -------- -------- ---------- ---------- $ 44,505 $ 39,553 $ 138,290 $ 158,054 ======== ======== ========== ========== Comprehensive net income per weighted average $1,000 equivalent partnership units outstanding: Limited partners $ 41.31 $ 51.18 $ 128.35 $ 204.53 ======== ======== ========== ========== Subordinated limited partners $ 75.82 $ 78.65 $ 245.05 $ 370.96 ======== ======== ========== ========== Weighted average $1,000 equivalent partnership units outstanding: Limited partners 150,349 121,464 151,133 99,319 Subordinated limited partners 51,537 44,896 51,500 44,026 ======================================================================================================================= The accompanying notes are an integral part of these financial statements. 5 Part I. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 24, September 25, (Amounts in thousands) 1999 1998 - ---------------------------------------------------------------------------------------------- Cash Flows Provided By Operating Activities: Comprehensive net income $ 138,290 $ 158,054 Adjustments to reconcile comprehensive net income to net cash provided by operating activities- Depreciation and amortization 41,849 31,767 Foreign currency translation 391 - Gain on investment - (34,762) Changes in operating assets and liabilities- Securities purchased under agreements to resell 115,000 (33,550) Net receivable from customers (509,468) (98,150) Net payable to brokers, dealers and clearing organizations 1,087 28,361 Receivable from mortgages and loans (7,582) 1,830 Securities owned, net (27,643) 8,632 Payable to depositors 4,484 2,571 Accounts payable and accrued expenses 68,786 70,813 Bank loans 317,409 (15,000) Other assets (35,408) (20,668) --------- --------- Net cash provided by operating activities 107,195 99,898 --------- --------- Cash Flows Used In Investing Activities: Proceeds from sale of investment - 35,595 Purchase of equipment, property and improvements (62,514) (35,982) --------- --------- Net cash used in investing activities (62,514) (387) --------- --------- Cash Flows Used In Financing Activities: Repayment of long-term debt (4,119) (9,226) Issuance of subordinated debt 75,000 - Repayment of subordinated debt (16,225) (16,225) Issuance of partnership interests 8,058 69,848 Redemption of partnership interests (3,353) (1,704) Withdrawals and distributions from partnership capital (129,651) (112,041) --------- --------- Net cash used in financing activities (70,290) (69,348) --------- --------- Net (decrease) increase in cash and cash equivalents (25,609) 30,163 Cash and Cash Equivalents, beginning of period 143,745 61,738 --------- --------- Cash and Cash Equivalents, end of period $ 118,136 $ 91,901 ========= ========= Cash paid for interest $ 39,991 $ 34,565 ============================================================================================== The accompanying notes are an integral part of these financial statements. 6 Part I. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL NINE MONTHS ENDED SEPTEMBER 24, 1999, AND SEPTEMBER 25, 1998 (Unaudited) Subordinated Limited limited General partnership partnership partnership (Amounts in thousands) capital capital capital Total - ------------------------------------------------------------------------------------------------------------- Balance, December 31, 1997 $ 92,965 $ 37,446 $146,817 $277,228 Net income 20,314 16,360 121,380 158,054 Issuance of partnership interests 62,265 7,583 - 69,848 Redemption of partnership interests (1,571) (133) - (1,704) Withdrawals and distributions (4,431) (15,664) (64,023) (84,118) Reserved for anticipated withdrawals (16,289) (696) (9,453) (26,438) -------- -------- -------- -------- Balance, September 25, 1998 $153,253 $ 44,896 $194,721 $392,870 Balance, December 31, 1998 $152,732 $ 44,896 $204,734 $402,362 Net income 19,451 12,645 106,585 138,681 Foreign currency translation (55) (36) (300) (391) -------- -------- -------- -------- Comprehensive net income 19,396 12,609 106,285 138,290 Issuance of partnership interests - 8,058 - 8,058 Redemption of partnership interests (2,623) (730) - (3,353) Withdrawals and distributions (10,151) (11,650) (67,488) (89,289) Reserved for anticipated withdrawals (9,246) (959) (10,363) (20,568) -------- -------- -------- -------- Balance, September 24, 1999 $150,108 $ 52,224 $233,168 $435,500 ============================================================================================================= The accompanying notes are an integral part of these financial statements. 7 Part I. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. (A Missouri Limited Liability Limited Partnership) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Amounts in thousands) BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of The Jones Financial Companies, L.L.L.P. 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 the sale of listed and unlisted securities and insurance products, investment banking and principal transactions, and is a distributor of mutual fund shares. The Partnership conducts business throughout the United States, Canada, and the United Kingdom with its customers, various brokers, dealers, clearing organizations, depositories and banks. 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. The financial information included herein is unaudited. However, in the opinion of management, such information includes all adjustments, consisting solely of normal recurring accruals, which are necessary for a fair presentation of the results of interim operations. The results of operations for the nine months ended September 24, 1999, are not necessarily indicative of the results to be expected for the full year. 8 Part I. FINANCIAL INFORMATION Item 1. Financial Statements NET 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. At September 24, 1999, EDJ's Net Capital of $335,980 was 23% of aggregate debit items and its Net Capital in excess of the minimum required was $306,749. Net Capital as a percentage of aggregate debits after anticipated withdrawals was 23%. Net Capital and the related capital percentage may fluctuate on a daily basis. Boone National Savings and Loan Association, F.A. ("the Association"), a wholly owned subsidiary of the Partnership, is required under federal regulation to maintain specified levels of liquidity and capital standards. As of September 24, 1999, the Association has been in compliance with these regulations. GAIN ON INVESTMENT During 1998, the Partnership recognized a $41 million gain on its Federated Investors holding due to Federated's initial public offering of stock in May, 1998. The gain included $35 million realized from the sale of 2 million shares and $6 million unrealized from 400,000 shares that were maintained at the date of the initial public offering. During the second quarter of 1999, the Partnership disposed of an additional 300,000 shares. The Partnership acquired a small interest in Federated Investors in 1989 for $1 million as a strategic investment. 9 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations THE JONES FINANCIAL COMPANIES, L.L.L.P. MANAGEMENT'S FINANCIAL DISCUSSION OPERATIONS QUARTER AND NINE MONTHS ENDED SEPTEMBER 24, 1999, VERSUS QUARTER AND NINE MONTHS ENDED SEPTEMBER 25, 1998 During the first nine months of 1999, rising securities markets and growth of the firm's salesforce caused revenues and net income to hit record levels. Excluding the 1998 gain from the Partnership's interest in Federated Investors (Gain on investment), Total Revenue increased 25% ($256.6 million) to $1,299.3 million compared to the nine months ended September 25, 1998. Expenses increased 26% ($236.2 million) to $1,160.6 million. As a result, Comprehensive Net Income increased 17% ($20 million) to $138.3 million. Similarly, third quarter revenues, excluding the September 1998 unrealized loss on investment in Federated Investors, increased 23% ($84.2 million) with expenses increasing 25% ($80.3 million), and Comprehensive Net Income increasing 9% ($3.8 million). Including the investment gain, net income decreased 13% for the nine months of 1999 and increased 13% for the third quarter of 1999 compared with 1998. The Partnership broadly segments its revenues between Trade Revenue and Fee Revenue. Trade Revenue has increased 19% ($47.4) and 20% ($150.2 million) to $294.3 million and $888.2 million for the quarter and nine months ended September 24, 1999. This increase is due to growth in both the number of Investment Representatives (IRs) and customer dollars invested during the period, offset by changes in the margin earned on customer dollars invested and a decrease in selling days. The Partnership has added approximately 1,200 IRs since September 1998, a 26% increase. Growth in IRs (coupled with the continued maturing of the existing sales force and strong markets) resulted in customer dollars invested increasing 25% ($2.5 billion) to $12.6 billion and 31% ($9 billion) to $38.5 billion for the quarter and nine months ended September 24, 1999 compared to the same periods ended September 25, 1998. These two positive factors were offset by a slight decrease in the gross commission percentage earned on each customer dollar as the product mix shifted to lower margin products and one less selling day for the first nine months of 1999 compared to the same period in 1998. The decline in margin resulted in a $2.00 decrease in revenue per $1,000 invested, which translates to $79 million less in trade revenue. Fee revenue sources, which include service fees, revenue sharing agreements with mutual funds and insurance companies, interest income, IRA custodial fees, and other fees increased 10 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 32% ($36.3 million) and 35% ($105.7 million) for the quarter and nine months ended September 24, 1999. Service Fees from mutual funds and insurance products (reported in commission revenue) increased 37% ($16.4 million) and 31% ($39.2 million) for the three and nine months ended September 24, 1999. Most of the firm's Fee Revenue sources are impacted by customers' assets under care which have been positively affected by growth in customer dollars invested and the securities market. Customers' assets under care have increased 24% ($39 billion) over the past year to $201 billion as of September 24, 1999. Net interest income increased 23% ($4.3 million) to $23.2 million and 29% ($14.2 million) to $63.6 million for the three and nine months ended September 24, 1999. The increase is primarily attributable to the growth in loans to customers (margin loans), which have increased 31% ($347 million) since September 1998. The Partnership acquired a small interest in Federated Investors in 1989 for $1 million as a strategic investment. The Partnership distributes Federated's mutual funds and since the early 1980's, the Partnership and Federated have jointly owned Passport Research, Ltd., the investment advisor to the Partnership's money market fund, Daily Passport Cash Trust. In May 1998, the Partnership sold 2 million shares of its investment in Federated Investors in Federated's initial public offering. The Partnership recognized a $41 million gain on its Federated holding. The gain included $35 million realized from the sale of 2 million shares and $6 million unrealized from 400,000 shares still held at May 1998. During the third quarter of 1998, the Partnership reduced its unrealized gain on the then remaining shares held by $1.2 million. The reduction in gain is reported in the income statement caption, "(Loss) gain on investment." In April 1999, the Partnership sold 300,000 of the remaining 400,000 shares held. The sales proceeds approximated the Partnership's carrying value of these shares. Expenses increased 25% ($80.3 million) and 26% ($236.2 million) to $398.3 million and $1,160.6 million comparing the three months and nine months ended September 24, 1999 to the same periods of 1998. Compensation costs increased 21% ($47 million) and 24% ($156.2 million) to $269.2 million and $802.4 million comparing the three months and nine months ended September 24, 1999 to the same periods of 1998. Growth of the firm's salesforce and increased revenues caused sales compensation costs to increase 23% ($27.7 million) and 22% ($81 million) for the same periods. The Partnership has a variable compensation structure which expands with increased profitability. Variable compensation, which is primarily comprised of IR bonuses and profit sharing contributions, 11 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations decreased 4% (1.5 million) and increased 19% ($19.8 million) for the quarter and nine months ended September 24, 1999 compared to the same periods ended September 25, 1998. The remaining increase in Compensation is due to an increase in the number of sales trainees and increased branch and headquarters support personnel required to support a larger organization. Occupancy and Equipment and Communications and Data Processing expenses increased 33% ($18.9 million) and 29% ($47.7 million) to $76.6 million and $214.9 million for the quarter and nine months ended September 24, 1999. Increased expense levels are required to support the Partnership's expansion of its headquarters and branch locations. The remaining operating expenses increased 41% ($10.6 million) and 34% ($25.9 million) to $36.7 million and $103.1 million for the quarter and nine months ended September 24, 1999. This increase is primarily attributable to expansion of the Partnership's national advertising program, growing its salesforce, and expanding internationally. LIQUIDITY AND CAPITAL ADEQUACY The Partnership's equity capital at September 24, 1999, after the reserve for anticipated withdrawals, was $435.5 million compared to $392.9 million as of September 25, 1998. Equity capital has increased primarily due to retention of general partner earnings and contributions of subordinated limited partnership capital. At September 24, 1999, the Partnership had $118.1 million in cash and cash equivalents. Lines of credit are in place at ten banks aggregating $600 million ($525 million of which are through uncommitted lines of credit). Actual borrowing availability is primarily based on securities owned and customers' margin securities which serve as collateral for the loans. 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. The Partnership has $215.6 million in U.S. agency and treasury securities (Investment Securities) which can be sold to meet liquidity needs. The Partnership believes that the liquidity provided by existing cash balances, borrowing arrangements, and Investment Securities will be sufficient to meet the Partnership capital and liquidity requirements. During the third quarter the Partnership privately placed with institutional investors $75 million of subordinated debt. The proceeds of the placement were invested in Investment Securities. 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. 12 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The Partnership's principal subsidiary, Edward D. Jones & Co., L.P. ("EDJ") as a securities broker/dealer, is subject to the Securities and Exchange Commission regulations requiring EDJ to maintain certain liquidity and capital standards. EDJ has been in compliance with these regulations. CASH FLOWS For the nine months ended September 24, 1999, cash and cash equivalents decreased $25.6 million. Cash flows from operating activities provided $107.2 million. Comprehensive net income adjusted for depreciation provided $180.1 million and receivables from customers, net of payables to customers, increased $509.5 million. Investing activities used $62.5 million for the purchase of fixed assets. Cash flows from financing activities used $70.3 million primarily for withdrawals and distributions from partnership capital, net of issuance of subordinated limited partnership interest and $75 million in subordinated debt. There were no material changes in the Partnership's overall financial condition during the nine months ended September 24, 1999, compared with the nine months ended September 25, 1998. Securities inventories are carried at market values and are readily marketable. 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 certain amounts payable to customers, checks, 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. YEAR 2000 SYSTEM ISSUES The Partnership has been preparing its systems for the Year 2000. Year 2000 plans encompass The Jones Financial Companies, L.L.L.P. and its subsidiaries, both domestic and international. The Partnership's assessment of the impact of Year 2000 on its systems and the steps required to modify its systems are substantially complete. This was accomplished through numerous tests, renovation, and replacement of its systems. The Partnership participated in the March, 1999 securities industry test and has made the the required filings with the SEC as of June 30, 1999. Contingency plans for the Year 2000 were completed during March, 1999. The cost of preparing the systems for Year 2000 compliance is not anticipated to have a material impact on the Partnership's operating results or financial condition. 13 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations In addition to renovating its own systems, the Partnership is working with its vendors to assess their Year 2000 readiness. Regardless of these efforts, no level of effort or testing can guarantee that potential Year 2000 problems will not occur. FORWARD-LOOKING STATEMENTS The Management's Financial Discussion, including the discussion under "Year 2000," contains forward-looking statements within the meaning of federal securities laws. Actual results are subject to risks and uncertainties, including both those specific to the Partnership and those specific to the industry which could cause results to differ materially from those contemplated. The risks and uncertainties include, but are not limited to, third-party or Partnership failures to achieve timely, effective remediation of the Year 2000 issues, general economic conditions, actions of competitors, regulatory actions, changes in legislation and technology changes. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The Partnership does not undertake any obligation to publicly update any forward-looking statements. Item 3. Market Risk Disclosure There were no significant changes in the Partnership's exposure to interest rate risk during the quarter ended September 24, 1999. 14 Part II. OTHER INFORMATION THE JONES FINANCIAL COMPANIES, L.L.L.P. Item 1: Legal Proceedings There have been no material changes in the legal proceedings previously reported. Item 6: Exhibits and Reports on Form 8-K (a) Exhibits 10.1 Note Purchase Agreement issued August 31, 1999 by Edward D. Jones & Co., L.P. for $75,000,000 aggregate principal amount of 7.62% (weighted average) subordinated capital notes due September 15, 2011. 27 Financial Data Schedule. (b) Reports on Form 8-K None 15 Part II. OTHER INFORMATION SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE JONES FINANCIAL COMPANIES, L.L.L.P. (Registrant) Dated: November 5, 1999 /s/ John W. Bachmann -------------------------- John W. Bachmann Managing Partner Dated: November 5, 1999 /s/ Steven Novik -------------------------- Steven Novik Chief Financial Officer 16 Part II. OTHER INFORMATION EXHIBIT INDEX THE JONES FINANCIAL COMPANIES, L.L.L.P. For the quarter ended September 24, 1999 Exhibit No. Description Page - ---------------------------------------------------------------------------------- 10.1 Note Purchase Agreement issued August 31, 1999 by Edward D. Jones & Co., L.P. for $75,000,000 aggregate principal amount of 7.62% (weighted average) subordinated capital notes due September 15, 2011. 27.0 Financial Data Schedule (provided for the Securities and Exchange Commission only) 17