UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
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For the transition period from to
Commission file number
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(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
(Address of principal executive office)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
None |
N/A |
N/A |
Securities registered pursuant to Section 12(g) of the Act:
(Title of Class)
Limited Partnership Interests
Limited Partnership Profits Interests
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
☐ |
☒ |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
As of February 28, 2025 (most recent month end),
DOCUMENTS INCORPORATED BY REFERENCE
None
THE JONES FINANCIAL COMPANIES, L.L.L.P.
TABLE OF CONTENTS
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Page |
PART I |
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Item 1 |
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3 |
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Item 1A |
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15 |
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Item 1B |
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29 |
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Item 1C |
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29 |
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Item 2 |
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30 |
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Item 3 |
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31 |
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Item 4 |
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31 |
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PART II |
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Item 5 |
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31 |
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Item 6 |
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31 |
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Item 7 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
32 |
Item 7A |
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44 |
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Item 8 |
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45 |
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Item 9 |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
76 |
Item 9A |
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76 |
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Item 9B |
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76 |
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Item 9C |
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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
76 |
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PART III |
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Item 10 |
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77 |
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Item 11 |
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84 |
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Item 12 |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
86 |
Item 13 |
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Certain Relationships and Related Transactions, and Director Independence |
86 |
Item 14 |
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87 |
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PART IV |
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Item 15 |
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88 |
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Item 16 |
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89 |
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93 |
2
PART I
ITEM 1. BUSINESS
The Jones Financial Companies, L.L.L.P. (“JFC”) is a registered limited liability limited partnership organized under the Missouri Revised Uniform Limited Partnership Act. Unless expressly stated, or the context otherwise requires, the terms “Registrant”, “Partnership” and "Firm" refer to JFC and all of its consolidated subsidiaries. The Partnership’s principal operating subsidiary, Edward D. Jones & Co., L.P. (“Edward Jones”), was organized in February 1941 and reorganized as a limited partnership in May 1969. JFC was organized in June 1987 and, along with Edward Jones, was reorganized in August 1987. As of December 31, 2024, JFC was composed of 33,060 individual partners, many of whom hold more than one type of partnership interest. Of those individuals, as of December 31, 2024, 553 were general partners, 32,941 were limited partners, 720 were subordinated limited partners and 2,239 were Profits Interests holders.
Unlike a corporation, the Partnership is not governed by a board of directors and has no individuals who are designated as directors. Moreover, none of its securities are listed on a securities exchange and therefore certain governance requirements that generally apply to many companies that file periodic reports with the Securities and Exchange Commission (“SEC”) do not apply to it. Under the terms of the Partnership’s Twenty-Second Amended and Restated Agreement of Registered Limited Liability Limited Partnership, dated August 15, 2023, (the “Partnership Agreement”), the Partnership’s Managing Partner (as defined in the Partnership Agreement) has primary responsibility for administering the Partnership’s business, determining its policies, and controlling the management and conduct of the Partnership's business. See Part III, Item 10 – Directors, Executive Officers and Corporate Governance for a detailed description of the governance structure of the Partnership.
The Partnership's purpose is to partner for positive impact to improve the lives of its clients and colleagues and together, better its communities and society. The Partnership's strategic ambition is to improve the financial wellness for tens of millions of long-term investors across North America by providing comprehensive, personalized planning and professional advice. To do this, the Partnership aspires to:
3
PART I
Item 1. Business, continued
Organizational Structure.
As of December 31, 2024, the Partnership was organized as follows:
See Exhibit 21.1 for a listing of the Partnership’s subsidiaries and affiliates.
The Partnership operates in two geographic segments, the United States (“U.S.”) and Canada. Edward Jones is a registered broker-dealer and investment adviser in the U.S., and Edward Jones (an Ontario limited partnership) ("EJ Canada") is a registered broker-dealer in Canada. Edward Jones and EJ Canada are retail brokerage businesses and primarily derive revenues from fees for providing investment advisory and other account services to its clients, fees for assets held by clients and commissions for the distribution of mutual fund shares and insurance products and the purchase or sale of securities. The Partnership conducts business throughout the U.S. and Canada with its clients, various brokers, dealers, clearing organizations, depositories and banks.
For financial information related to segments for the years ended December 31, 2024, 2023 and 2022, see Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 8 – Financial Statements and Supplementary Data – Note 15 to the Consolidated Financial Statements.
4
PART I
Item 1. Business, continued
Business Operations
The Partnership serves clients through its extensive network of branch teams across the U.S. and Canada. The Partnership's branch office model is designed to serve clients through deep, personal relationships and comprehensive advice and planning with financial advisors and client support team professionals ("CSTPs") located in the communities where clients live and work. Financial advisors and CSTPs provide tailored solutions and services to clients while leveraging the resources of the Partnership's home office. The Partnership offers a variety of different solutions to clients, including investment advisory programs, brokerage and retirement accounts, cash and lending solutions and financial planning offerings.
The Partnership operated 15,198 branch offices as of December 31, 2024: 14,612 branch offices in the U.S. and 586 branch offices in Canada. Branch offices are primarily staffed by a single financial advisor and a CSTP. The Partnership offers additional practice models, including multi-financial advisor offices and financial advisor teaming, and roles such as Associate Financial Advisor and Registered Branch Associate that provide additional options for how clients work with their financial advisor and how branch teams work together. These models and roles allow branch teams to build additional capacity to focus on delivering value to clients and provide more flexibility, autonomy and choice in how the branches serve clients.
Branch teams utilize an electronic branch office communication system for entry of security orders, quotations, communication between offices, research of various client account information, and cash and security receipts functions. Home office personnel, including those in the Operations and Compliance divisions, monitor day-to-day operations to assess compliance with applicable laws, rules and regulations. Supporting services related to client onboarding, asset movement, trading, custody and client reporting are provided by the Partnership's Operations division. The Operations division also facilitates activities related to client securities and the processing of transactions with other broker-dealers, exchanges and clearing organizations. Operations is also responsible for receipt, identification and delivery of funds and securities, internal financial controls and client accounting functions.
The Partnership clears and settles virtually all of its equity, municipal bond, corporate bond, mutual fund and annuity transactions for its U.S. broker-dealer through National Securities Clearing Corporation (“NSCC”), Fixed Income Clearing Corporation (“FICC”) and The Depository Trust Company (“DTC”), which are all subsidiaries of the Depository Trust and Clearing Corporation. In conjunction with clearing and settling transactions with NSCC, the Partnership holds client securities on deposit with DTC in lieu of maintaining physical custody of the certificates. The Partnership uses a major bank for custody and settlement of U.S. treasury securities and the issuance of certain investments associated with the Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corporation. The Partnership also uses a major bank for custody and settlement of foreign securities transactions.
EJ Canada is a member of the Canadian Depository of Securities (“CDS”) and Fundserv for clearing and settlement of transactions. CDS manages the clearing and settlement of trades in both domestic and cross-border depository-eligible securities through the automated CDSX clearing and settlement system. Client securities on deposit are also held with CDS and National Bank Financial Inc., through its National Bank Independent Network division. EJ Canada has an agreement with Computershare Trust Company of Canada to act as trustee for clients' registered retirement accounts, including holding cash balances within retirement accounts. EJ Canada is the custodian for client securities and is responsible for all related securities and cash processing, such as trades, dividends, corporate actions, client cash receipts and disbursements, client tax reporting for certain holdings and statements.
Broadridge Financial Solutions, Inc. (“Broadridge”), along with its U.S. business, Securities Processing Solutions, U.S., and its international business, Securities Processing Solutions, International, provide automated data processing services for client account activity and related records for the Partnership in the U.S. and Canada, respectively. The Partnership also utilizes certain products and services of The Bank of New York Mellon Corporation (“BNY Mellon”) for mutual fund investments held by the Partnership’s clients and for certain trading activities. The Partnership has arrangements with other brokers to execute certain equity and fixed income orders. For orders in Canada, the Partnership transacts directly on the exchanges in an agency capacity.
5
PART I
Item 1. Business, continued
The Partnership's Digital, Data and Operations division supports the significant investment in technology infrastructure and digital initiatives to provide new tools for branch teams to better serve clients, enhance the operational support the home office provides to the branch teams and create operational efficiencies that reduce manual processes. U.S. branch teams leverage new tools for deeper discovery conversations with clients and more comprehensive advice and planning.
The Partnership's Human Capital division supports home office and branch teams by attracting, hiring and onboarding high-quality talent and developing organizational effectiveness and leadership capabilities. This includes supporting the associate experience by offering competitive pay and benefits, providing targeted training for associate development, creating policies that support the Partnership's culture and acumen building of financial advisors by empowering them to achieve additional professional designations. As of the end of 2024, the Partnership had more colleagues with the Certified Financial Planner (CFP®) designation and the Financial Paraplanner Qualified Professionals (FPQP®) designation than any other firm in the industry. The Branch Development division further aids in the development of field leadership and supports branch team performance and optimization by providing insights, tools, guidance, structure and accountability through a practice management and market management structure.
The Partnership's Wealth Management Advice and Solutions division supports branch teams by focusing on helping clients achieve their financial goals through planning, advice, products and services. The purpose is to understand the needs of clients and investors, provide perspective and recommendations that align with the Firm's investment philosophy and offer a broad range of quality products, solutions and tools that enable branch teams to successfully deliver tailored advice to meet client needs.
Revenues by Source
The following table sets forth the sources of the Partnership’s revenues for the past three years. Due to the interdependence of the activities and departments of the Partnership’s business and the inherently subjective assumptions required to allocate overhead, it is impractical to identify and specify expenses applicable to each aspect of the Partnership’s operations. Further information on revenue related to the Partnership’s segments is provided in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 8 – Financial Statements and Supplementary Data – Note 15 to the Consolidated Financial Statements.
($ millions) |
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2024 |
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2023 |
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2022 |
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Fee revenue |
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Asset-based fees |
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$ |
12,408 |
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76 |
% |
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$ |
10,518 |
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75 |
% |
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$ |
9,808 |
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79 |
% |
Account and activity fees |
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755 |
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5 |
% |
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746 |
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5 |
% |
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692 |
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6 |
% |
Total fee revenue |
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13,163 |
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81 |
% |
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11,264 |
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80 |
% |
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10,500 |
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85 |
% |
Trade revenue |
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1,760 |
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11 |
% |
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1,482 |
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|
11 |
% |
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1,484 |
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12 |
% |
Interest and dividends |
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1,204 |
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7 |
% |
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1,167 |
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8 |
% |
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514 |
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4 |
% |
Other revenue (loss), net |
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130 |
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1 |
% |
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167 |
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1 |
% |
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(87 |
) |
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-1 |
% |
Total revenue |
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$ |
16,257 |
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|
100 |
% |
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$ |
14,080 |
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|
100 |
% |
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$ |
12,411 |
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100 |
% |
Asset-based Fees
Asset-based fee revenue is derived from fees determined by the underlying value of client assets and includes advisory programs fees, service fees, and other asset-based fees.
Advisory Programs Fees. The Partnership earns advisory programs fees from investment advisory services offered in the U.S. primarily through the Edward Jones Advisory Solutions® program (“Advisory Solutions”) and the Edward Jones Guided Solutions® program ("Guided Solutions") and in Canada through the Edward Jones Portfolio Program® (“Portfolio Program”) and the Edward Jones Guided Portfolios® program (“Guided Portfolios”). Advisory Solutions and Guided Solutions are both investment advisory programs created under the Investment Advisers Act of 1940, as amended ( "Advisers Act"). Portfolio Program and Guided Portfolios are not subject to the Advisers Act as services from these programs are only offered in Canada.
6
PART I
Item 1. Business, continued
Through Advisory Solutions, clients can choose to invest in Advisory Solutions Fund Models, which invest in affiliated mutual funds, unaffiliated mutual funds, and exchange-traded funds ("ETFs") or Advisory Solutions Unified Managed Account Models, which also include proprietary and other professionally separate managed accounts that invest in individual stocks and bonds. When investing in Advisory Solutions, the client may elect either a research or custom model. If the client elects a research model, the Partnership assumes full investment discretion on the account and the client assets will be invested in one of numerous different research models developed and managed by Edward Jones. If the client elects to build a custom model, the Partnership assumes limited investment discretion on the account, and the investments are selected by the client and their financial advisor. The Partnership also offers the Edward Jones Financial Advisor Managed Solutions ® program (“FA Managed Solutions”) where clients may delegate investment discretion to eligible financial advisors to invest in mutual funds, ETFs, stocks, bonds and CDs. The vast majority of client assets within Advisory Solutions are invested in research models.
The Partnership offers investment options through the Bridge Builder® Trust ("BB Trust") to lower client investment management expenses and reduce the concentration of client investments in third-party funds. The BB Trust has twelve active sub-advised mutual funds in its series currently available for Advisory Solutions clients, and may add additional funds in the future, at its discretion. Olive Street Investment Advisers, LLC ("Olive Street"), a wholly-owned subsidiary of JFC, is the investment adviser to these sub-advised mutual funds and has primary responsibility for setting the overall investment strategies and for selecting and managing sub-advisers, subject to the review and approval of the BB Trust's Board of Trustees. Olive Street has contractually agreed to waive any investment advisory fees which exceed the investment advisory fees paid to sub-advisers, resulting in no impact on the Partnership's net income.
Guided Solutions is a client-directed advisory program where financial advisors work with clients to build a portfolio that is aligned with the Partnership's investment philosophy and guidance. Clients retain control over investment decisions and financial advisors help guide clients through a required process of identifying their financial goals and selecting an appropriate portfolio objective. Guided Solutions offers two options, a Fund account or Flex account, which provide different investment options depending on a client's account size. Both types of Guided Solutions accounts may invest in mutual funds and ETFs. However, Guided Solutions Flex accounts may also invest in stocks, bonds and CDs. Nine of the twelve sub-advised mutual funds of the BB Trust are fully eligible investments in Guided Solutions accounts, while the remaining three are available on a limited basis.
Through the Portfolio Program, Canadian financial advisors provide discretionary investment advisory services to clients by using independent investment managers and proprietary asset allocation models. Guided Portfolios is a non-discretionary, fee-based program with structured investment guidelines available to Canadian investors.
Service Fees and Other Asset-Based Fees. The Partnership earns revenue on clients’ assets through service fees and revenue sharing received under agreements with certain mutual fund and insurance companies. Cash solutions revenue is earned from the Edward Jones Insured Bank Deposit Program ("IBD Program"), which is an interest-bearing cash management solution for clients that offers Federal Deposit Insurance Corporation (“FDIC”) insurance coverage1. Edward Jones has agreements with FDIC-insured third-party banks to transfer available cash balances in participating clients' accounts to interest-bearing deposit accounts at those banks.
The Edward Jones Money Market Fund ("Money Market Fund") is available to clients with Advisory Solutions, Guided Solutions, FA Managed Solutions and certain Select accounts. Olive Street is the investment adviser of the Money Market Fund and earns investment management fees as the investment adviser to the Money Market Fund. Edward Jones also earns certain asset-based fees and per-account fees from the Money Market Fund, some or all of which may be voluntarily waived.
1 FDIC insurance coverage for deposits held in the IBD Program is provided by FDIC-insured third-party banks on a "pass-through" basis, subject to certain conditions, pursuant to agreements with Edward Jones. FDIC insurance provides coverage for the failure of an FDIC-insured bank. Edward Jones is neither FDIC-insured nor a bank. For a current list of the network of FDIC-insured third party banks participating in the IBD Program, see www.edwardjones.com/bankdeposit.
7
PART I
Item 1. Business, continued
In addition to the advisory programs mentioned above, the Partnership earns asset-based fees from the trust services and investment management services offered to its clients through Edward Jones Trust Company (“Trust Co.”), a wholly-owned subsidiary of JFC.
Account and Activity Fees
Account and activity fees include shareholder accounting service fees, insurance contract service fees, Individual Retirement Account (“IRA”) custodial service fees, and other product/service fees. The Partnership also charges fees to certain mutual fund companies for shareholder accounting services, including maintaining client account information and providing other administrative services for the mutual funds. Insurance contract service fees are fees charged to certain insurance companies for administrative support. Account and activity fees also include sales-based revenue sharing fees and various transaction fees. Edward Jones also earns certain account and activity fees from the Money Market Fund, some or all of which may be voluntarily waived.
Trade Revenue
Trade revenue is composed of commissions and principal transactions revenue. Commissions are earned from the distribution of mutual fund shares and insurance products and the purchase or sale of securities. Principal transactions revenue primarily results from the Partnership's distribution of and participation in principal trading activities in municipal obligations, certificates of deposit and corporate obligations. Trade revenue is impacted by trading volume (client dollars invested), mix of the products in which clients invest and the size of trades, all of which may be impacted by market volatility, and margins earned on the transactions.
Interest and Dividends
Interest and dividends revenue is earned on client margin loan account balances, cash and cash equivalents, cash and investments segregated under federal regulations, securities purchased under agreements to resell, Partnership loans and investment securities.
Other Revenue (Loss), Net
Other revenue (loss), net, primarily consists of unrealized gains and losses associated with changes in the fair market value of the Partnership's investment securities held to generate income and to assist in the management of Firm liquidity, as well as securities held to economically hedge future liabilities for its non-qualified deferred compensation plan. Unrealized gains and losses are impacted by changes in market levels and the interest rate environment.
Competition
The Partnership is subject to intense competition in all phases of its business from broker-dealers, registered investment advisors, banks, insurance companies and other financial services firms, some of which are larger than the Partnership in terms of capital, resources, assets under care, transaction volume, range of financial services and broader product offerings. The financial services industry continues to evolve technologically, with an increasing number of firms of all sizes providing enhanced digital experiences for clients, including the utilization of artificial intelligence technologies and lower cost, computer-based "robo-advice". The Partnership also competes with firms of all sizes offering discount services, usually with lower levels of personalized service to individual clients, including major competitor brokerage firms that offer zero commissions for purchases and sales of stocks, ETFs and other brokerage products. Clients can transfer their business to competing organizations at any time. The Partnership also faces competition from "fintech" companies with internet- and mobile-based platforms. There is also intense competition among firms to attract and retain qualified professionals, including financial advisors, CSTPs, and home office associates. The Partnership experiences continued efforts by competing firms to hire away its financial advisors, although the Partnership believes its rate of attrition of financial advisors is in line with comparable firms.
Human Capital
The Partnership supports associates by striving to deliver an unparalleled associate experience that enables associates to build a meaningful career and positively impact clients, communities and each other. The Partnership is committed to providing comprehensive benefits to meet the needs of its associates and their families.
8
PART I
Item 1. Business, continued
The Partnership continues to invest in associates' training, learning and growth through programs that contribute to career development. In addition, the care and support the Partnership provides through well-being resources is intended to enable associates to address their own physical, mental, emotional, financial and social health. This well-being strategy is intended to build a more resilient workforce, which is crucial to the Partnership's ability to navigate uncertainty and change. In addition, the Partnership continues to grow and promote branch team success by providing more flexibility, autonomy and choice in how the branches serve clients and continues to invest in tools, resources and capabilities that enable making a greater impact for clients and communities.
Development
Delivering on the client-first business model goes hand-in-hand with investing in learning and development. The Partnership is committed to helping financial advisors, CSTPs and home office associates on their career path, providing opportunities from formal training and coaching to mentoring programs, leadership opportunities and tuition reimbursement. The Partnership's expanded professional development platform helps associates set their personalized learning goals, separate from required training, and enhance their knowledge on a range of topics. Engagement and branch experience surveys are regularly conducted to listen to associates to allow the Partnership to take timely actions to optimize their engagement, which helps the Partnership better serve its clients and associates.
The Partnership maintains a comprehensive training program for financial advisors which includes preparation for regulatory exams, online modules, concentrated instruction in a face-to-face or virtual classroom and on-the-job training in a branch office. During the first phase, trainees study for and take the requisite examinations. After passing the requisite examinations, trainees complete online modules and a comprehensive training program either virtually or in one of the Partnership’s home office training facilities, followed by on-the-job training in their respective markets in nearby branch locations. Branch training includes understanding client needs, reviewing investments, compliance requirements and office procedures, establishing a base of potential clients and serving clients. Multiple field-based leaders and other financial advisors provide in-region mentorship, training and coaching to financial advisor trainees to assist their assimilation into the Firm and the industry. The Partnership also focuses on building the acumen of its branch teams by empowering them to achieve additional professional designations.
Compensation, Benefits and Opportunities
The Partnership values and respects the contributions of financial advisors, CSTPs and home office associates and recognizes individual efforts through a compensation program that promotes a long-term career, financial security and well-being. Employee compensation consists of base pay with a bonus program and retirement plan for eligible employees. Financial advisors are generally compensated on a commission basis, subject to a minimum guaranteed salary, and financial advisors who meet performance, tenure and other criteria may be entitled to additional compensation based on their respective branch office profitability and the profitability of the Partnership. The Partnership pays bonuses to its non-financial advisor employees pursuant to a discretionary formula established by management based on the profitability of the Partnership. The retirement plan consists of a profit-sharing contribution tied to the Partnership's profitability and a 401(k) contribution. The Partnership also makes a significant investment in subsidizing health and wellness benefits to offer eligible associates access to a benefit plan with the opportunity to earn medical plan premium discounts.
The Partnership considers itself to have good employee relations and believes that its compensation and employee benefits, which include medical, dental, vision, life and disability insurance plans, other benefit plans, and flexible work arrangements, are competitive. As part of its efforts to promote pay equity, the Partnership has implemented measures in its U.S. home offices such as routinely benchmarking roles against market comparables, increasing pay transparency for applicants and associates, setting pay ranges based on role and experience, applying consistent processes for annual merit increases and bonuses and driving additional ongoing and future improvements.
In addition to compensation and benefits, the Partnership from time to time has offered eligible associates the opportunity to purchase limited partnership interests ("Interests"). Additionally, Profits Interests, described more fully in the Partnership Agreement ("Profits Interests"), are issued to eligible associates who meet performance, tenure or other eligibility criteria as part of an associate recognition and retention program. Profits Interests do not require a capital investment but, like Interests, give the holder the right to allocations and distributions of the Partnership's income before allocations to subordinated limited partners and general partners.
9
PART I
Item 1. Business, continued
Colleague Engagement
Respecting and valuing the contributions of individuals is one of the Partnership's core values. Leaders are responsible for hiring and developing their teams, with the Partnership providing information about area-specific hiring and retention opportunities. Certain financial advisors also take on leadership roles in their geographic areas and develop a tailored plan which supports the growth, performance, engagement and leadership development to create a place of belonging and capture opportunities within their specific markets. The Partnership also has advisory groups of financial advisors, CSTPs and home office associates with a diverse range of experiences, skills, backgrounds and demographics who offer perspective and input to help advance colleague inclusion and engagement. In addition, the Partnership has Business Resource Groups ("BRGs") available for enterprise-wide membership. BRG members and other colleagues come together to discuss their unique experiences, help attract and retain talent and discover ways to serve clients and future clients more deeply, especially as demographics and needs change. The Partnership's goal is to be a place of belonging for all where every colleague feels valued, respected, seen and heard.
Additionally, the Partnership is continuously working to improve options to support associates with disabilities. The Partnership has a dedicated team to design accessible digital experiences for clients and colleagues.
As of December 31, 2024, 2023 and 2022, 12%, 12% and 11%, respectively, of the Partnership's total employees, composed of financial advisors, home office general partners and home office leaders, were self-identified people of color, and as of all periods, 62% of employees were women.
The following table summarizes the Partnership's composition of financial advisors, home office general partners and home office leaders who were self-identified people of color and self-identified women as of December 31, 2024, 2023 and 2022:
|
Actuals as of December 31, 2024 |
|
Actuals as of December 31, 2023 |
|
Actuals as of December 31, 2022 |
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|||
Financial Advisors: |
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|
|
|
|
|
|||
People of Color |
|
10 |
% |
|
10 |
% |
|
9 |
% |
Women |
|
24 |
% |
|
23 |
% |
|
23 |
% |
Home Office General Partners: |
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|
|
|
|
|
|||
People of Color |
|
17 |
% |
|
16 |
% |
|
14 |
% |
Women |
|
37 |
% |
|
35 |
% |
|
32 |
% |
Leaders Across Home Office: |
|
|
|
|
|
|
|||
People of Color |
|
19 |
% |
|
19 |
% |
|
19 |
% |
Women |
|
49 |
% |
|
49 |
% |
|
49 |
% |
Employees
The Partnership ended the year with 20,125 financial advisors with branches in over two-thirds of U.S. counties and most Canadian provinces and territories and 20,222 client support team professionals, representing a 5% and 2% increase compared to the end of the prior year, respectively. Financial advisor attrition was 5.0% for 2024.
As of December 31, 2024, the Partnership had approximately 55,000 full-time and part-time employees and partners, including its financial advisors. The Partnership’s financial advisors are employees or partners of the Partnership.
Refer to Part II, Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations for more information about key metrics and historical growth and attrition rates for financial advisors.
Regulation
Broker-Dealer Regulation
The securities industry is subject to extensive federal and state laws, rules and regulations that cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, use and safekeeping of client funds and securities, client payment and margin requirements, capital structure of securities firms, record-keeping, standards of care, and the conduct of directors, officers and employees.
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The SEC is the U.S. agency responsible for the administration of the federal securities laws. Its mission is to protect investors, maintain fair, orderly and efficient markets and facilitate capital formation. Edward Jones is registered as a broker-dealer with the SEC. Edward Jones is subject to periodic examinations by the SEC, review by a designated examining authority and certain periodic and ad hoc reporting requirements of securities and customer funds. Much of the regulation of broker-dealers has been delegated by the SEC to self-regulatory organizations ("SROs"), principally the Financial Industry Regulatory Authority ("FINRA"). FINRA adopts rules (which are subject to approval by the SEC) that govern the broker-dealer industry and conducts periodic examinations of Edward Jones’ operations.
Securities firms are also subject to regulation by securities and insurance regulators in each U.S. state (as well as the District of Columbia) and U.S. territory where they conduct business. Since Edward Jones is registered as a broker-dealer and sells insurance products in all 50 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands, Edward Jones is subject to regulation in each of these jurisdictions.
As an investment dealer registered in all provinces and territories of Canada, EJ Canada is subject to provincial, territorial and federal laws. All provinces and territorial jurisdictions have established securities administrators to administer securities laws. EJ Canada is also subject to the regulation of the Canadian Investment Regulatory Organization ("CIRO"), which oversees the business conduct and financial affairs of its member firms, as well as all trading activity on debt and equity marketplaces in Canada. CIRO fulfills its regulatory obligations by implementing and enforcing rules regarding the proficiency, business and financial conduct of member firms and their registered employees, and marketplace integrity rules regarding trading activity on Canada debt and equity marketplaces.
The SEC, SROs, state authorities and other regulators may conduct administrative proceedings which can result in censure, fine, suspension or expulsion of a securities firm, its officers or employees. Edward Jones has in the past been, and may in the future be, the subject of regulatory actions by various agencies that have the authority to regulate its activities (see Part I, Item 3 – Legal Proceedings for more information).
Uniform Net Capital Rule. As a result of its activities as a U.S. broker-dealer and a member firm of FINRA, Edward Jones is subject to the Uniform Net Capital Rule 15c3-1 (“Uniform Net Capital Rule”) of the Exchange Act which 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 clients. The Uniform Net Capital Rule provides for two methods of computing net capital. Edward Jones has adopted what is generally referred to as the alternative method. Minimum required net capital under the alternative method is equal to the greater of $250,000 or 2% of the aggregate debit items, as defined under the Customer Protection Rule. The Uniform Net Capital 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 minimum requirements. Additionally, certain withdrawals require the approval of the SEC and FINRA 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 valuation of other assets, such as securities owned. Failure to maintain the required net capital may subject Edward Jones to suspension or expulsion by FINRA, the SEC and other regulatory bodies and/or exchanges and may ultimately require liquidation. Edward Jones has, at all times, been in compliance with the Uniform Net Capital Rule.
EJ Canada and Trust Co. are also required to maintain specified levels of regulatory capital. Each of these subsidiaries has, at all times, been in compliance with the applicable capital requirements in the jurisdictions in which it operates.
Customer Protection Rule. As a result of its activities as a broker-dealer and a member firm of FINRA, Edward Jones is subject to the Customer Protection Rule which is designed to ensure that customer securities and funds in a broker-dealer's custody are adequately safeguarded. The Customer Protection Rule requires broker-dealers to promptly obtain and maintain physical possession or control of all fully paid and excess margin securities and to segregate all customer cash or money obtained from the use of customer property that has not been used to finance transactions of other customers. Combined, these requirements substantially limit a broker-dealer's ability to use customer securities and restrict a broker-dealer to only use customer cash or margin securities for activities directly related to financing customer securities purchases. Edward Jones has, at all times, been in compliance with the Customer Protection Rule. Effective December 31, 2025, Edward Jones will be required to perform the reserve computation and make any required deposits into reserve bank accounts daily, rather than weekly.
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SEC Rules and Guidance on the Standards of Conduct for Investment Professionals (the "Rules and Guidance") and Canadian Securities Administrators ("CSA") Regulations. As a U.S. broker-dealer, Edward Jones is subject to Regulation Best Interest, which establishes a standard of care for broker-dealers that includes acting in the best interest of their brokerage clients when making a recommendation and addressing conflicts of interest. Edward Jones is also subject to the SEC rule requiring registered investment advisers and broker-dealers to deliver a Form CRS Relationship Summary to their clients informing them of the types of client relationships offered, together with the applicable standards of care, and information on fees, costs, conflicts of interest, and legal and disciplinary history. The SEC has also issued guidance clarifying the "fiduciary" standard of care applicable to investment advisers and advisory clients and guidance clarifying what broker-dealer activities are excluded from the definition of "investment adviser." Edward Jones has, at all times, maintained policies and procedures to comply with the Rules and Guidance. As a Canadian broker-dealer, EJ Canada is subject to the regulations of the CSA, many of which are similar to the SEC's Rules and Guidance.
Investment Adviser Regulation
Edward Jones and Olive Street are subject to the rules and regulations promulgated under the Advisers Act, which requires certain investment advisers to register with the SEC. Edward Jones and Olive Street are registered investment advisers with the SEC. The rules and regulations promulgated under the Advisers Act govern all aspects of the investment advisory business, including registration, trading practices, custody of client funds and securities, record-keeping, advertising and business conduct. Edward Jones and Olive Street are subject to periodic examinations by the SEC, which is authorized to institute proceedings and impose sanctions for violations of the Advisers Act.
ERISA Regulation
The Partnership maintains certain employee benefit plans for eligible associates. Under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Department of Labor ("DOL") has rulemaking authority over retirement savings, which includes retirement accounts and retirement plans, and regulatory authority over retirement plans. The Partnership is subject to ERISA, insofar as it provides services with respect to retirement plan clients, or otherwise deal with retirement plan clients, retirement plan participants and retirement, health and educational accounts that are subject to ERISA. ERISA imposes certain duties on persons who are “fiduciaries” (within the meaning of Sections 3(21) and 3(38) of ERISA) and prohibits certain transactions involving plans subject to ERISA and fiduciaries or other service providers to such plans. Non-compliance with or breaches of these provisions may expose an ERISA fiduciary or other service provider to liability under ERISA, which may include monetary and criminal penalties as well as equitable remedies for the affected plan.
Anti-Money Laundering and Sanctions Regulation
JFC's subsidiaries in the U.S. that conduct financial services activities are subject to the Bank Secrecy Act of 1970 ("BSA"), as amended by the USA PATRIOT Act of 2001 ("PATRIOT Act"), which requires financial institutions to develop and implement programs reasonably designed to achieve compliance with these laws and applicable regulations. The BSA and PATRIOT Act include a variety of recordkeeping, monitoring and reporting requirements (such as currency transaction reporting and suspicious activity reporting), as well as identity verification and client due diligence requirements which are intended to detect, report and/or prevent money laundering and the financing of terrorism. JFC's subsidiaries in the U.S. that conduct financial services activities are also subject to U.S. sanctions programs administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. These subsidiaries have established policies and procedures designed to comply with these laws, regulations and programs and work continuously to strengthen regulatory compliance. Additionally, EJ Canada complies with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act in Canada.
Privacy & Data Protection Regulation
Regulations in the areas of privacy and data protection continue to grow and are primarily driven by concerns about the use and security of information. To the extent they are applicable, the Partnership must comply with federal and state information-related laws and regulations in the United States. The Partnership has implemented policies and procedures in response to these requirements and will continue to monitor and update the policies and procedures as appropriate.
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Trust Services Regulation
Trust Co. is a federally chartered savings and loan association that operates under a limited purpose “trust-only” charter, which generally restricts Trust Co. to acting solely in a custodial or fiduciary capacity, including as a trustee. Trust Co. is subject to supervision and regulation by the Office of the Comptroller of the Currency (“OCC”).
Insurance Coverage
Pursuant to U.S. federal law, Edward Jones as a broker-dealer belongs to the Securities Investors Protection Corporation (“SIPC”). For clients in the U.S., SIPC provides $500,000 of coverage for missing cash and securities in a client's account, with a maximum of $250,000 for cash claims. Pursuant to CIRO requirements, EJ Canada belongs to the Canadian Investor Protection Fund (“CIPF”), a non-profit organization that provides investor protection for investment dealer insolvency. For clients in Canada, CIPF generally limits coverage to C$1,000,000 in total, which can be any combination of securities and cash.
The Partnership currently maintains additional protection for U.S. clients through a contract with Underwriters at Lloyd’s, which protects clients’ accounts in excess of the SIPC coverage subject to specified limits. This policy covers theft, misplacement, destruction, burglary, embezzlement or abstraction of cash and client securities up to an aggregate limit of $900,000,000 (with maximum cash coverage limited to $1,900,000 per client) for covered claims of all U.S. clients of Edward Jones. Market losses are not covered by SIPC or the additional protection. In addition, the Partnership has cash and investments segregated in special reserve bank accounts for the benefit for U.S. clients pursuant to the Customer Protection Rule 15c3-3 (“Customer Protection Rule”) under the Securities Exchange Act of 1934, as amended ("Exchange Act").
Employees and partners of the Partnership in the U.S. are bonded under a blanket fidelity bond. The Partnership has an aggregate annual coverage of $50,000,000 subject to deductibles. Employees and partners of the Partnership in Canada are bonded under a blanket policy as required by CIRO. The Partnership has an annual aggregate amount of coverage in Canada of C$50,000,000 with a per occurrence limit of C$25,000,000, subject to a deductible.
AVAILABLE INFORMATION
The Partnership files annual, quarterly, and current reports and other information with the SEC. The Partnership’s SEC filings are available to the public on the SEC’s website at www.sec.gov and on our website at www.edwardjones.com.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, and in particular Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of U.S. securities laws. You can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “will,” “should,” and other expressions which predict or indicate future events and trends and which do not relate to historical matters. You should not rely on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Partnership. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Partnership to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.
Some of the factors that might cause differences between forward-looking statements and actual events include, but are not limited to, the following: (1) general economic conditions, including inflation, an economic downturn, a recession or volatility in the U.S. and/or global securities markets, actions of the U.S. Federal Reserve and/or central banks outside of the United States and economic effects of international geopolitical conflicts, tariffs, the U.S. federal debt ceiling, widespread health epidemics or pandemics or other major world events; (2) actions of competitors; (3) the Partnership's ability to attract and retain qualified financial advisors and other employees; (4) changes in interest rates; (5) regulatory actions; (6) changes in legislation or regulation, including changes in tax laws; (7) litigation; (8) the ability of clients, other broker-dealers, banks, depositories and clearing organizations to fulfill contractual obligations; (9) changes in technology and other technology-related risks; (10) a fluctuation or decline in the fair value of securities; and (11) the risks discussed under Part I, Item 1A – Risk Factors. These forward-looking statements were based on information, plans, and estimates at the date of this report,
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Item 1. Business, continued
and the Partnership does not undertake to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as required by law.
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ITEM 1A. RISK FACTORS
The Partnership is subject to a number of risks potentially impacting its business, financial condition, results of operations and cash flows. In addition to the risks and uncertainties discussed elsewhere in this Annual Report on Form 10-K, or in the Partnership’s other filings with the SEC, the following are some important factors that could cause the Partnership’s actual results to differ materially from results experienced in the past or those projected in any forward-looking statement. If any of the matters included in the following risks were to occur, the Partnership’s business, financial condition, results of operations and cash flows could be materially adversely affected. The risks and uncertainties described below are not the only ones the Partnership faces. Additional risks and uncertainties not presently known to the Partnership or that the Partnership currently deems immaterial could also have a material adverse impact on the Partnership’s business and operations. All amounts are presented in millions, except as otherwise noted.
RISKS RELATED TO THE PARTNERSHIP’S BUSINESS
Risks Related to Economic and Market Conditions and Events
MARKET CONDITIONS AND SECURITIES INDUSTRY — The Partnership's financial results are directly impacted by market conditions, inflation, recessionary conditions and trends and changes in the securities industry. A downturn or a recession in the U.S. and/or global securities markets could have a significant negative effect on revenues that could reduce or eliminate profitability of the Partnership. Increasing or prolonged inflation could also affect securities prices and as a result, the profitability of the Partnership. Furthermore, the securities industry is continually facing change, some of which may negatively impact the profitability of the Partnership.
General political and economic conditions and events such as U.S. fiscal and monetary policy, economic recession, governmental shutdown, trade tensions and disputes, including tariffs, global economic slowdown, the U.S. federal debt ceiling, widespread health epidemics or pandemics, extreme weather and natural disasters, terrorist attacks, war or other geopolitical conflict, changes in local and national economic, social and political conditions, regulatory changes or changes in the law, including in tax laws, or interest rate or currency rate fluctuations could create a downturn in the U.S. and/or global securities markets. The securities industry, and therefore the Partnership, is highly dependent upon market prices and volumes which are highly unpredictable and volatile in nature. Events such as global recession, frozen credit markets, institutional failures and emergence of geopolitical conflicts could make the capital markets increasingly volatile. Weakened global economic conditions and unsettled financial markets, among other things, could cause significant declines in the Partnership’s net revenues which would adversely impact its overall financial results.
The Partnership’s composition of net revenue is heavily weighted towards asset-based fee revenue, and a decrease in the market value of assets could have a negative impact on the Partnership’s financial results due to the fact that asset-based fees are earned on the market value of the underlying client assets. Market volatility could also cause clients to move their investments to lower margin products, or withdraw them, which could have an adverse impact on net new assets and the profitability of the Partnership. The Partnership could also experience a material reduction in volume and lower securities prices in times of market volatility, which would result in lower trade and asset-based fee revenue, decreased margins and losses in Firm inventory and investment accounts. In the event of a significant reduction in revenues, the Partnership could experience a material adverse impact on the profitability of the Partnership.
High inflation rates and market expectations of rising or prolonged inflation in the future can negatively influence net new assets, securities prices and activity levels in the securities markets. The Partnership has and may continue to see increased asset outflows with ongoing macroeconomic conditions, including inflation, higher costs of lending and other factors. As a result, the Partnership’s profitability has and may continue to be adversely affected by inflation and inflationary expectations. Additionally, the impact of inflation on the Partnership’s operating expenses may affect profitability to the extent that additional costs are not recovered through attracting new clients, gathering new assets or raising prices of services offered by the Partnership to increase revenue.
A significant portion of the Partnership’s clients’ holdings are in mutual fund investments, which have been and may continue to be impacted by changes in the mutual funds industry affecting fee structures. The Partnership has experienced and may continue to experience decreased margins earned on mutual funds, which negatively impacts trade revenue.
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Item 1A. Risk Factors, continued
COMPETITION — The Partnership is subject to intense competition for clients and personnel, and there is an increasing pace of industry change. Some of its competitors have greater resources and are rapidly changing their business practices.
All aspects of the Partnership’s business are highly competitive. The financial services industry continues to innovate and evolve technologically, with an increasing number of firms of all sizes providing personalized services and enhanced digital experiences for clients, including the utilization of artificial intelligence technologies and lower cost, computer-based "robo-advice". The Partnership is subject to risk from the accelerated changes and increasingly competitive forces in the industry, which have resulted and are expected to continue to result in, significant investments in financial advisors and other human capital, technology infrastructure, digital initiatives, knowledge- and data-powered tools, and strategic relationships to support long-term growth objectives and deliver enhanced value and impact for millions of current and potential clients, as well as the Partnership's colleagues and communities. Clients can transfer their business to competing organizations at any time. The Partnership's continued ability to compete and adapt its business model may be adversely impacted by the evolving financial services industry, including changing client expectations for expanded product offerings and technology needs, and changing client demographics, preferences and values. The Partnership is also subject to competition in the industry from robo-advisors and other lower cost options and from "fintech" companies with internet- and mobile-based platforms. The Partnership may be subject to operational, financial and other impacts if the Partnership is unable to keep pace with this rapidly changing environment, which includes client, industry, technology and regulatory changes. If the Partnership does not meet client needs, the Partnership could lose clients, thereby reducing revenues and profitability. Further, the Partnership faces increased competition for clients from larger firms in its non-urban markets, and from a broad range of firms in the urban and suburban markets in which the Partnership competes.
Competition among financial services firms also exists for new and experienced financial advisors, CSTPs and home office associates. The Partnership’s continued ability to expand its business and to compete effectively depends on the Partnership’s ability to attract qualified employees and to retain, develop and engage an evolving workforce. Additionally, the Partnership's net new households and net new assets goals are dependent on retaining and growing the number of financial advisors and on financial advisors' ability to compete for clients in order to attract and retain clients and clients' assets. Financial advisor attrition could increase if the Partnership's product offerings are insufficient to meet the needs of clients or financial advisors or if the Partnership's employment model does not meet financial advisors' expectations. If the Partnership’s profitability decreases, then bonuses paid to financial advisors, CSTPs and home office associates, along with profit-sharing contributions, may be decreased or eliminated, increasing the risk that personnel could be hired away by competitors. Furthermore, during an extended downturn in the economy, there is increased risk the Partnership’s more successful financial advisors may leave because a significant portion of their compensation is variable based on the Partnership’s profitability.
The Partnership competes for clients and personnel directly with other broker-dealers, registered investment advisors, banks, insurance companies and other financial services firms. Some of these firms are larger than the Partnership in terms of capital, resources, assets under care ("AUC"), transaction volume and range of product offerings. The Partnership continues to compete with firms of all sizes offering discount services, usually with lower levels of personalized service to individual clients, including major competitor brokerage firms that offer zero commissions for purchases and sales of stocks, ETFs and other brokerage products. The Partnership currently charges clients a commission for the purchase and sale of similar products. Existing and future clients may seek lower cost options, which may significantly reduce the Partnership's trade revenue for the purchase and sale of brokerage products in the future.
The current U.S. federal tax laws generally create favorable tax treatment for owners of pass-through entities with taxable income. However, many of the Partnership's financial advisors are employees and do not qualify for the favorable tax treatment. Further, the tax laws limit the deductibility of certain business expenses for employees. Current, new or revised tax laws may negatively impact the Partnership's ability to recruit and retain financial advisors against certain competitor models.
The competitive pressure the Partnership experiences could have an adverse effect on its business, results of operations, financial condition and cash flow. For additional information, see Part I, Item 1 – Business – Business Operations – Competition.
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Item 1A. Risk Factors, continued
INTEREST RATE ENVIRONMENT — The Partnership’s profitability is impacted by the interest rate environment.
The Partnership is exposed to risk from changes in interest rates. Such changes in interest rates impact the income from interest-earning assets, primarily receivables from clients on margin balances and short-term investments. The changes in interest rates may also have an impact on the expense related to liabilities that finance these assets, such as amounts payable to clients.
The Partnership's revenue earned from certain cash solutions products is impacted by changes in interest rates, with lower interest rates negatively impacting revenue and profitability. The changing interest rate environment may have a negative impact on the Partnership's ability to negotiate contracts with new banks or renegotiate existing contracts on comparable terms with banks participating in client cash programs. The Partnership’s profitability is also affected by the interest rate profit margin earned on client investments, and a change in that margin could have a negative impact on the Partnership’s financial results. Further, in low interest rate environments, the Partnership has waived certain fees to maintain a positive client yield, which could happen again if interest rates were to decline in the future.
Increases in interest rates would subject the U.S. Treasury market to decreasing prices, directly impacting the Partnership's valuation of its portfolio of government and agency obligations, which may result in realized and unrealized losses on its investments. The respective interest rates earned and paid on the Partnership’s financial assets and liabilities may not change at the same pace, which also may reduce the Partnership's profitability. Additionally, clients may choose to make large purchases with cash rather than high-interest debt, negatively impacting net new assets.
Risks Related to Legal and Regulatory Matters
LEGISLATIVE AND REGULATORY INITIATIVES — Proposed, potential and recently enacted federal and state legislation, rules and regulations ("Legislative and Regulatory Initiatives") could significantly impact the regulation and operation of the Partnership and its subsidiaries. In addition, Legislative and Regulatory Initiatives may significantly alter or restrict the Partnership’s historic business practices, which could negatively affect its operating results.
The Partnership is subject to extensive regulation by federal and state regulatory agencies and by SROs and other regulators. The Partnership operates in a regulatory environment that is subject to ongoing change and has seen significantly increased regulation in recent years. Further, as the Partnership continues to engage in strategic initiatives to evolve its business and grow its positive impact on clients and communities, the Partnership may become subject to additional regulation. The Partnership may be adversely affected as a result of new or revised legislation or regulations, by changes in federal, state or foreign tax laws and regulations, or by changes in the interpretation or enforcement of existing laws and regulations. Legislative and Regulatory Initiatives may impact the manner in which the Partnership markets its products and services, manages its business and operations, and interacts with clients, third party service providers and regulators, any or all of which could materially impact the Partnership’s results of operations, financial condition, and liquidity. Regulatory changes or changes in the law could increase compliance costs to adequately monitor, interpret and address the changes which would adversely impact profitability.
There is a high degree of uncertainty surrounding Legislative and Regulatory Initiatives. Current Legislative and Regulatory Initiatives have resulted in an increasingly complex environment in which the Partnership conducts its business. As such, the Partnership cannot reliably predict when or if any of the proposed or potential Legislative and Regulatory Initiatives will be enacted, when or if any enacted Legislative and Regulatory Initiatives will be implemented, whether there will be any changes to enacted or proposed Legislative and Regulatory Initiatives or the impact that any Legislative and Regulatory Initiatives will have on the Partnership.
The Partnership continues to monitor several Legislative and Regulatory Initiatives, including, but not limited to:
Standard of Care Initiatives. In addition to the SEC's Rules and Guidance (see Part 1, Item 1 – Business – Regulation), state and other regulators are proposing, or have adopted, rules to articulate their required standard of care, which may diverge from the SEC's Rules and Guidance. The Partnership is dedicating significant resources to interpret and address these rules. The Partnership cannot reliably predict the ultimate form or impact of such rules, but their enactment and implementation may have an adverse effect on the Partnership's financial condition, results of operations, and liquidity.
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Item 1A. Risk Factors, continued
Rules on Environmental, Social or Governance ("ESG") and Non-Financial Investment Considerations. On March 6, 2024, the SEC adopted rules to enhance and standardize climate-related disclosures for investors, although this rule is currently stayed. A number of federal and state legislators and regulators have adopted or are considering, proposing or adopting other rules, regulations or laws requiring ESG-related disclosures or conduct, including disclosing emissions metrics and placing conditions on or limiting the ability of financial advisors to utilize ESG or non-financial criteria in providing financial advice to clients. Canada has also proposed rules to enhance climate-related disclosures. The enactment, implementation or enforcement of such rules or regulations may have an adverse effect on the Partnership's financial condition or results of operations. The Partnership continues to monitor potential additional laws and regulations, is currently evaluating federal and state proposals as they are promulgated and is implementing measures to comply with applicable regulations.
Customer Protection Rule 15c3-3 under the Exchange Act. The SEC adopted amendments to the Customer Protection Rule requiring certain broker-dealers to perform the reserve computation and make any required deposits into their reserve bank accounts daily rather than weekly. For Edward Jones, the amendments are effective December 31, 2025, will require additional resources for compliance, and could have an impact on the Partnership’s results of operations, financial condition, and liquidity.
U.S. Treasury Clearing Rule. The SEC adopted the Treasury Clearing Rule in December 2023 to require broker-dealers who are direct participants of a central clearing agency, and broker dealers who enter into transactions with direct participants, to submit for clearing any eligible secondary market U.S. Treasury transactions. The Partnership anticipates impacts to Firm operations and is dedicating resources to implement measures to comply with the rule for eligible cash Treasury transactions by December 31, 2026 and Treasury repurchase agreement transactions by June 30, 2027. The Partnership is pursuing a membership with FICC, the sole Treasury central clearing agency, to ensure compliance with the rule.
LITIGATION AND REGULATORY EXAMINATIONS, INVESTIGATIONS AND PROCEEDINGS — As a financial services firm, the Partnership is subject to litigation involving civil plaintiffs seeking substantial damages and regulatory examinations, investigations and proceedings, which have increased over time.
Many aspects of the Partnership’s business involve substantial litigation and regulatory risks. The Partnership is, from time to time, subject to arbitration claims, lawsuits and other significant litigation such as class action suits. In the ordinary course of business, the Partnership also is subject to examinations, informal inquiries and investigations by regulatory and other governmental agencies, as well as SROs and other regulators. Such matters have in the past, and could in the future, lead to formal actions and proceedings, which may negatively impact the Partnership’s business or reputation and may result in significant expenses. The financial services industry continues to experience increasing litigation including class action suits that generally seek substantial damages, as well as increased regulatory scrutiny. The growing volume and increased pace of change of regulations adds complexity and cost to managing compliance capabilities and could result in potential investigations, fines and reputational harm.
Regulators have had an increasing focus on cybersecurity measures. The Partnership may face scrutiny if it does not scale processes, controls and technologies to prevent, detect and address cyber and financial crimes as it increases digital interactions with clients, associates and third-party vendors. Failure to meet regulatory expectations could result in financial losses, increased regulatory scrutiny and legal consequences.
The Partnership has incurred and may continue to incur significant expenses to defend and settle claims. Negative outcomes in litigation or regulatory investigations may negatively impact the Partnership's financial results due to penalties and fines, restitution to clients and personnel and injunctive or other equitable relief, which may be significant. Additionally, negative outcomes may result in reputational harm that could impact the Partnership's ability to attract and retain clients and personnel. In view of the inherent difficulty of reliably predicting the outcome of such matters, particularly in cases in which claimants seek substantial or indeterminate damages or in actions which are at very preliminary stages, the Partnership cannot predict with certainty the eventual loss related to such matters.
Such legal actions may be material to future operating results for a particular period or periods. Refer to Part II, Item 8 – Financial Statements and Supplementary Data – Note 14 to the Consolidated Financial Statements for information regarding the Partnership's legal proceedings.
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Item 1A. Risk Factors, continued
Risks Related to Human Capital
INABILITY TO ATTRACT, RETAIN, DEVELOP AND SUPPORT QUALIFIED TALENT — If the Partnership is unable to attract, retain, develop and support qualified financial advisors, CSTPs and home office associates, the Partnership may not be able to support the future needs of the business, maintain or increase its operating results or grow the Firm's positive impact on clients and communities.
The Partnership is making significant investments in financial advisors, CSTPs and home office associates with a focus on strengthening our colleague experience and capabilities. However, the market for qualified personnel is highly competitive as financial industry employers are offering incentives such as guaranteed contracts, upfront payments and increased compensation, which may adversely impact the Partnership's attraction and retention of qualified talent and could lead to increased compensation costs for the Partnership and decreased profitability.
The Partnership's growth and retention of client accounts, as well as the gathering of new assets, are affected by retention and growth in the number of financial advisors, as well as CSTPs and home office associates who support those financial advisors. If the Partnership is unable to grow and retain needed talent, it may be unable to effectively deliver on the work of the Partnership resulting in slower growth in the number of client accounts and net new assets, which could have an adverse impact on the Partnership's results of operations.
During times of market volatility and industry change, it has and may continue to be, more difficult for the Partnership to attract qualified applicants for financial advisor positions. The Partnership relies heavily on referrals from its current financial advisors in recruiting new financial advisors, and current financial advisors may be less effective at recruiting during times of market volatility and industry change. Additionally, new financial advisors have and may continue to encounter difficulties developing or expanding their businesses, specifically in times of market volatility. There can be no assurance that the Partnership will be able to grow, retain, develop and support its financial advisors and it may experience increased financial advisor attrition due to increased competition from other financial services companies and efforts by those firms to recruit its financial advisors. Furthermore, periods with lower Firm profitability and revenue result in decreases in variable and commission-based compensation, and there can be no assurance that the attrition rates the Partnership has experienced in the past will not increase in the future.
Additionally, if the Partnership is unable to effectively develop and support financial advisors, CSTPs and home office associates, including providing support needed for branch teams to gain necessary skills, increase business acumen and obtain additional designations, it may be unable to effectively deliver on the Partnership's objectives and may experience decreased associate satisfaction and retention.
BRANCH OFFICE SYSTEM — The Partnership’s system of maintaining branch offices may expose the Partnership to risk of loss or liability from the activities of the branch team and to increases in rent related to increased real property values.
The majority of the Partnership’s branch offices are staffed by a single financial advisor and a CSTP. Branch offices do not have an onsite supervisor as would be found at broker-dealers with multi-broker branches. The Partnership’s primary supervisory activity is conducted by its home office associates. Although this method of supervision is designed to comply with all applicable industry and regulatory requirements, it is possible that the Partnership is exposed to a risk of loss and a heightened regulatory risk arising from alleged financial crimes, fraud, imprudent or illegal actions of its financial advisors and/or CSTPs. Furthermore, the Partnership may be exposed to further losses if additional time passes before its supervisory personnel detect problem activity.
In addition, the Partnership leases its branch office spaces and a material increase in the value of real property across a broad geography may increase the amount of rent paid, which will negatively impact the Partnership’s profitability. Further, the Partnership is currently focused on placing financial advisors in urban markets, which tend to have higher rent costs and could negatively impact the Partnership's profitability.
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Item 1A. Risk Factors, continued
Risks Related to Business Operations
UPGRADE OF TECHNOLOGICAL SYSTEMS — Inefficient or ineffective technology can have a material negative effect on the client and colleague experience and the Partnership’s operations, profitability and reputation. The Partnership will continue to engage in significant digital initiatives in the future which may be costly and could lead to additional disruptions.
The Partnership has engaged in significant digital initiatives to modernize its technology and expects to continue to do so in the future. The velocity and complexity of change at the Partnership as well as the number of concurrent transformation initiatives may result in increased process and control execution risk and human capital risk, including resource sufficiency and key person risk. In addition, existing legacy technology infrastructure can be difficult to upgrade, modify, or train new associates to use, resulting in increased operational and cybersecurity risks. If the Partnership is unable to effectively transition its infrastructure to provide faster, more efficient and reliable technology with the automation of processes and controls, as well as increase its colleagues' digital acumen, it may be unable to support the current business or future expansion. The Partnership's inability to enhance technology at the pace of the industry could decrease client and colleague satisfaction and retention and negatively impact its ability to attract and retain clients, which could negatively impact the Partnership's operations, profitability and reputation.
The Partnership's increased cost from these digital initiatives may continue to adversely impact the Partnership's profitability. Furthermore, with any major digital initiative or system replacement, there will be a period of education and adjustment for the branch and home office associates utilizing the tool or system. Following any upgrade or replacement, if the Partnership’s systems, tools or equipment do not operate properly, are disabled or fail to perform due to increased demand (which might occur during market upswings or downturns), or if a new tool, system or system upgrade contains a major problem, the Partnership could experience inefficiencies and unanticipated disruptions in service, including interrupted trading, slower response times, decreased client service and client satisfaction, poor user experience and delays in the introduction of new products and services, any of which could result in financial losses, liability to clients, regulatory intervention or reputational damage. Further, any use of new or emerging technologies, such as artificial intelligence, by the Partnership or the third parties it relies on may expose the Partnership to additional information security risk, increased regulation and regulatory scrutiny, and risk of reputational harm.
TECHNOLOGY AND OPERATIONAL DISRUPTIONS — The inability to successfully process client transactions due to volume and volatility can have a material negative effect on the Partnership’s profitability, operations, reputation and regulatory compliance.
The Partnership processes, records and monitors a significant amount of client transactions daily. Transaction volume and volatility may result in unanticipated system interruptions, errors or downtime due to system capacity that could have a significant impact on the Partnership's profitability, operations and reputation. Significant volatility in the number of client transactions and rebalancing activity may cause operational problems such as a higher incidence of failures to deliver and receive securities and errors in processing transactions, and such volatility may also result in increased personnel and related processing costs that could have a negative impact on the Partnership's profitability. In the event the Partnership's processes or systems are unable to handle transaction volatility and volumes, the Partnership may experience errors or extended periods of downtime to restore system functionality that could affect its ability to process and settle client transactions timely and accurately, potentially resulting in financial losses, disciplinary action by governmental agencies, SROs and/or other regulators and damage to the Partnership's reputation. Additionally, the inability of the Partnership’s systems to accommodate a significant increase in the volume of transactions could also constrain its ability to expand its business. Furthermore, technology and operational disruptions could result in inaccurate books and records, which would expose the Partnership to disciplinary action by governmental agencies, SROs and other regulators.
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Item 1A. Risk Factors, continued
INVESTMENT ADVISORY ACTIVITIES — The Partnership’s investment advisory businesses may be affected by the investment performance of its portfolios and operational risks associated with the size of the programs.
Poor investment returns, due to either general market conditions or underperformance of programs constructed by the Partnership (relative to the programs of the Partnership’s competitors or to benchmarks) may affect the Partnership's ability to retain existing AUC and to attract new clients or additional assets from existing clients. Reductions in AUC in programs which generate asset-based fees may result in a decrease in net revenue.
Based on the current size of the investment advisory programs, the programs may experience concentration risks associated with the level and percentage of holdings in individual funds within the programs which could result in additional operational and regulatory risks for the Partnership. As a result of the size of the programs, the Partnership is also exposed to the risk that trading volumes and program activity could impact the Partnership's ability to process transactions in a timely manner.
PROPRIETARY MUTUAL FUNDS — The Partnership’s business may be affected by operational risks, investment performance and heightened regulatory requirements as a result of sponsoring proprietary mutual funds and managing sub-advisers and other third-party service providers.
As a sponsor and investment adviser to proprietary mutual funds, the Partnership, through its ownership of Olive Street, may experience additional operational risk and regulatory requirements attributed to Olive Street's responsibilities to oversee the investment management of mutual funds. Due to the size and number of sub-advisers within the proprietary mutual funds, there is a heightened risk associated with the Partnership's ability to perform ongoing due diligence and supervision. Poor investment returns, due to either general market conditions or underperformance, of proprietary mutual funds may affect the Partnership's ability to expand the BB Trust, develop new mutual funds, attract new client assets, and retain existing client assets.
RELIANCE ON THIRD PARTIES — The Partnership’s dependence on third-party organizations exposes the Partnership to risks, including risk of disruption or loss if their products and services are no longer offered or supported or develop defects, concentration risk and information security risk.
The Partnership is dependent upon the availability, operational capacity and capability of a growing number of complex third parties to enable certain critical business operations including outsourcing services which had previously been performed by the Partnership, such as tools that support branch teams' interactions with clients and enhance client experiences. The Partnership is subject to risk if these third parties are not able to support the Partnership's business operations caused by information security incidents, environmental events or other business resilience failures or if the Partnership fails to adequately and routinely perform third party oversight.
The Partnership incurs obligations to its clients which are supported by obligations from firms within the industry, especially those firms with which the Partnership maintains relationships by which securities transactions are executed, and is subject to concentration risk as a result of such reliance. The Partnership's critical third parties include NSCC, DTC, FICC and CDS. The inability of these organizations to promptly process securities transactions and satisfy clearing and depository obligations could result in substantial losses to the Partnership and delays in or disruptions to the delivery of cash or securities to clients due to the large volume of business.
The Partnership is also particularly dependent on Broadridge, which acts as the Partnership’s primary vendor for providing accounting and record-keeping for client accounts in both the U.S. and Canada. The Partnership’s communications and information systems are integrated with the information systems of Broadridge. There are relatively few alternative providers to Broadridge and although the Partnership has analyzed the feasibility of performing Broadridge’s functions internally, the Partnership may not be able to do it in a cost-effective manner or otherwise. The Partnership also utilizes certain products and services of BNY Mellon for mutual fund investments held by the Partnership’s clients and for certain trading activities. BNY Mellon’s products and services enable the Partnership to provide certain services to mutual funds, primarily shareholder accounting.
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Item 1A. Risk Factors, continued
Additionally, the Partnership is increasingly reliant on third parties throughout the branch operating system. Consequently, any new computer systems or software packages implemented by these third parties which are not compatible with the Partnership’s systems, or any other interruption or the cessation of service by these third parties as a result of systems limitations or failures, could cause unanticipated disruptions in the Partnership’s business which may result in financial losses and/or disciplinary action by governmental agencies, SROs and/or other regulators.
A significant portion of the Partnership's revenue comes from commissions and service fees that the Partnership earns from third-party mutual fund and insurance companies for providing certain distribution and marketing support services for those companies' products held by Edward Jones clients. For mutual funds, those commissions and service fees are based on the terms of mutual fund prospectuses. Substantial changes to the structure of the commissions and fees paid to the Partnership could have an adverse impact on asset-based and trading revenues.
INFORMATION SECURITY INCIDENTS AND FRAUD — Information security incidents affecting the Partnership’s systems, or those of third parties, and other fraudulent acts could lead to significant financial loss to the Partnership’s business and operations, significant liability, and harm to the Partnership’s reputation and client relationships.
The Partnership relies heavily on communications and information systems to conduct its business, including the secure processing, storage and transmission of confidential Firm and client data. The Partnership’s offices and its existing communications and information systems, including its backup systems, as well as the systems of third parties the Partnership relies on, are vulnerable to information security incidents, including breaches, damage or interruptions from human error, sabotage, cybersecurity attacks such as ransomware, computer viruses and other malicious code, intentional acts of vandalism, phishing communications and spoofing, emerging technologies, including AI, among others. The risk of these types of information security incidents occurring is continuing and the ability to detect them is increasingly difficult, and there can be no assurance the Partnership will not experience losses in the future.
The Partnership, its third parties, its associates and its clients are subject to ongoing cybersecurity threats and attacks, the sophistication of which continues to rapidly evolve and become more complex. Cyberattacks can come from organized crime groups, hackers, terrorist organizations, extremist parties, hostile foreign governments and their proxies, state-sponsored actors, and activists. The Partnership has policies and procedures in place to monitor and detect cybersecurity risks and continues to improve its cybersecurity defenses, however, there is no guarantee that the Partnership will detect all cyberattacks or that its policies and procedures will adequately address the risk or detect a breach timely despite measures taken. While the Partnership has not experienced a material cyberattack, there is no assurance a cyberattack will not occur in the future, which could have a material impact on the Partnership's financial condition and operating results.
If an information security incident was to occur, such an event could substantially disrupt the Partnership’s business by exposing the Partnership’s, its clients’ or third parties’ confidential information or causing interruptions or malfunctions in the Partnership’s or third parties’ operations. The Partnership is reliant on third parties' timely communication of cybersecurity incidents that occur outside of the organization with potential impacts on the Partnership's data and information. Additionally, in order to serve clients, the Partnership maintains personal information about current, former and prospective clients, partners and associates that is subject to various laws and regulations. Security incidents involving this type of information could subject the Partnership to significant liability and expenses that may not be covered by insurance. In addition, the Partnership’s reputation and business may suffer if such clients or associates experience data or financial loss from a significant security incident.
Further, incidents of fraud or other financial exploitation that evade the Firm's client protection measures, particularly for its senior clients and other vulnerable groups, may result in increased risk of loss for the Partnership and harm to its reputation and client relationships.
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Item 1A. Risk Factors, continued
NEW STRATEGIES, SOLUTIONS AND PRODUCTS — The Partnership is subject to the risk that recently launched or potential new strategies, solutions, products, structures and relationships being developed or made available to the Partnership's clients may not be successful; and if successful, the Partnership may contribute more capital, experience increased costs to support operations and could be subject to risks related to additional regulatory oversight, potential legislative changes and uncertainty of the resulting benefits for the Partnership, its partners, or its clients.
The Partnership has been actively pursuing additional strategies, solutions, products, structures and third-party relationships (collectively, "initiatives") to meet clients' planning, investing, saving, spending, borrowing and comprehensive needs. These initiatives include both potential future solutions currently in development as well as recently launched programs, such as new tools, financial advisor teaming and newer investment advisory programs: such as FA Managed Solutions program, where clients delegate investment discretion to eligible financial advisors who provide ongoing investment advice and guidance, and Financial Planning Services, where clients will get a more personalized experience with additional planning capabilities. The success of new products and solutions is dependent upon the broad adoption by financial advisors, CSTPs and home office associates and the Partnership cannot reliably predict the timing or outcome of the initiatives, and whether and to what extent the initiatives would yield benefits for the Partnership, its partners, and its clients. The Partnership's exploration of these initiatives may result in the Partnership incurring more substantial costs and continuing to commit a significant amount of capital to support their development and operations. Factors that could affect the profitability and success of the Partnership's initiatives include, but are not limited to, unanticipated additional costs, the need for additional capital support, operational challenges, uncertain client demand, legislative and regulatory changes, compliance and oversight, any or all of which may adversely impact the Partnership's results of operations, financial condition and liquidity.
Risks Related to Liquidity and Capital
LIQUIDITY — The Partnership’s business in the securities industry and ownership structure requires that sufficient liquidity be available to maintain its business activities, and it may not always have access to sufficient funds.
Liquidity, or ready access to funds, is essential to the Partnership’s business. A tight credit market could have a negative impact on the Partnership’s ability to maintain sufficient liquidity to meet its working capital needs. Short-term and long-term financing are two sources of liquidity that could be affected by rising and falling interest rates resulting in unattractive credit terms or a market in which lenders may reduce their lending to borrowers. There is no assurance that financing will be available at attractive terms, or at all, in the future. Additionally, the Partnership's access to funds held at the broker-dealer is subject to regulatory capital requirements and may require approval from regulators. A significant decrease in the Partnership’s access to funds could negatively affect its business and financial management in addition to its reputation in the industry.
A significant volume of withdrawals by limited, subordinated limited or general partners would reduce the Partnership's available liquidity and capital. Additionally, limited partners who finance all or a portion of their limited partnership interests with bank loans must pay interest on their loan regardless of the amount of distributions received, and therefore may be more likely to request the withdrawal of capital to repay such obligations.
CAPITAL REQUIREMENTS; UNIFORM NET CAPITAL AND CUSTOMER PROTECTION RULES — The Uniform Net Capital Rule imposes minimum net capital requirements and could limit the Partnership’s ability to engage in certain activities which are crucial to its business. The Customer Protection Rule may limit the rate of return the Partnership could earn on cash and investments.
Adequacy of capital is vitally important to broker-dealers, and lack of sufficient capital may limit the Partnership’s ability to compete effectively. In particular, lack of sufficient capital or compliance with the Uniform Net Capital Rule may limit Edward Jones’ ability to commit to certain securities activities such as trading and its ability to expand margin account balances, as well as its commitment to new activities requiring an investment of capital. FINRA regulations and the Uniform Net Capital Rule may restrict Edward Jones’ ability to expand its business operations, including opening new branch offices or hiring additional financial advisors. Consequently, a significant operating loss or an extraordinary charge against net capital could adversely affect Edward Jones’ ability to expand or even maintain its present levels of business.
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Item 1A. Risk Factors, continued
Pursuant to the Customer Protection Rule, the Partnership has cash and investments segregated in special reserve bank accounts for the benefit of U.S. clients. Banking regulations and the interest rate environment may impact the Partnership's ability to continue to find financial institutions at which to place those segregated client funds and earn a reasonable rate of return on those funds. Additionally, the Partnership has significant investments in U.S. treasuries and certificates of deposit to help facilitate cash management for the Firm and regulatory reserve requirements for its clients. In the event of a significant and sudden change to the customer reserve requirements, the Partnership may experience liquidity restraints and have to sell the investments at a loss, which may negatively impact the Partnership's profitability.
In the U.S., Edward Jones may be required to restrict its withdrawal of Partnership capital in order to meet its net capital requirements. In addition to the regulatory requirements applicable to Edward Jones, Trust Co. and EJ Canada are subject to regulatory capital requirements in the U.S. and in Canada, respectively. Failure by the Partnership to maintain the required regulatory capital for any of its subsidiaries may subject it to disciplinary actions by the SEC, FINRA, CIRO, OCC or other regulatory bodies, which could ultimately require its liquidation.
LACK OF CAPITAL PERMANENCY — Because the Partnership’s capital is subject to mandatory redemption either upon the death or withdrawal request of a partner, the capital is not permanent and a significant mandatory redemption could lead to a substantial reduction in the Partnership’s capital, which could, in turn, have a material adverse effect on the Partnership’s business.
Under the terms of the Partnership Agreement, a partner’s capital is required to be redeemed by the Partnership in the event of the partner's death, subject to compliance with ongoing regulatory capital requirements. In addition, partners may request withdrawals from their capital accounts, subject to certain limitations on the timing of those withdrawals and regulatory capital requirements. Accordingly, the Partnership’s capital is not permanent and is dependent upon current and future partners to both maintain their existing capital and make additional capital contributions in the Partnership. Any withdrawal requests by general partners, subordinated limited partners or limited partners would reduce the Partnership’s available liquidity and capital. The Managing Partner may decline a withdrawal request if that withdrawal would result in the Partnership violating any agreement, such as a loan agreement, or any applicable laws, rules or regulations.
Under the terms of the Partnership Agreement, limited partners requesting withdrawal from the Partnership are repaid their capital in three equal annual installments beginning no earlier than 90 days after their withdrawal notice is received by the Managing Partner. The capital of general partners requesting withdrawal from the Partnership is converted to subordinated limited partnership capital or, at the discretion of the Managing Partner, redeemed by the Partnership. Subordinated limited partners requesting withdrawal are repaid their capital in six equal annual installments beginning no earlier than 90 days after their request for withdrawal of capital is received by the Managing Partner. The Managing Partner has discretion to waive or modify these withdrawal restrictions and to accelerate the return of capital. Redemptions upon the death of a partner are generally required to be made within six months of the date of death. Due to the nature of the redemption requirements of the Partnership's capital as set forth in the Partnership Agreement, the Partnership accounts for its capital as a liability, in accordance with U.S generally accepted accounting principles (“GAAP”). If the Partnership’s capital declines by a substantial amount due to partner deaths or withdrawals, the Partnership may not have sufficient capital to operate or expand its business or to meet withdrawal requests by partners. The risk of withdrawal requests could increase during periods of decreased profitability or potential losses, which may impact the Partnership's results of operations.
CREDIT RISK — The Partnership is subject to credit risk due to the nature of the transactions it processes for its clients.
The Partnership is exposed to the risk that third parties who owe it money, securities or other assets will not meet their obligations. Many of the transactions in which the Partnership engages expose it to credit risk in the event of default by its counterparty or client, such as cash balances held at various major U.S. financial institutions, which typically exceed FDIC insurance coverage limits. In addition, the Partnership’s credit risk may be increased when the collateral it holds cannot be realized or is liquidated at prices insufficient to recover the full amount of the obligation due to the Partnership.
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PART I
Item 1A. Risk Factors, continued
RISKS RELATED TO AN INVESTMENT IN LIMITED PARTNERSHIP INTERESTS AND PROFITS INTERESTS
HOLDING COMPANY — JFC is a holding company; as a consequence, JFC’s ability to satisfy its obligations under the Partnership Agreement will depend in large part on the ability of its subsidiaries to pay distributions, dividends and intercompany payments to JFC, which is restricted by law, regulation and contractual obligations, and which may be impacted by tax or business strategy.
Since JFC is a holding company, the principal sources of cash available to it are distributions or dividends from its subsidiaries and other payments under intercompany arrangements with its subsidiaries. Accordingly, JFC’s ability to generate the funds necessary to satisfy its obligations with respect to the Interests and Profits Interests, including the 7½% payment to limited partners pursuant to the Partnership Agreement (the "7½% Payment"), will be dependent on distributions, dividends, and intercompany payments to JFC from its subsidiaries, and if those sources are insufficient, JFC may be unable to satisfy such obligations.
JFC’s principal operating subsidiaries, Edward Jones and EJ Canada, are subject to various statutory and regulatory restrictions applicable to broker-dealers generally that limit the amount of cash distributions, dividends, loans and advances that those subsidiaries may pay to JFC. Regulations relating to capital requirements affecting some of JFC’s subsidiaries also restrict their ability to pay distributions or dividends and make loans to JFC. See Part I, Item 1 – Business – Regulation for a discussion of these requirements.
In addition, JFC’s subsidiaries may be restricted under the terms of their financing arrangements from paying distributions or dividends to JFC, or may be required to maintain specified levels of capital. Moreover, JFC or its subsidiaries may enter into financing or other contractual arrangements in the future which may include additional restrictions or debt covenant requirements further restricting distributions to JFC, which may impact JFC’s ability to make distributions to its limited partners and its Profits Interests holders.
JFC's ability to make distributions may also be impacted by tax or business strategies that result in distributions, dividends, and intercompany payments being made to entities in JFC's organizational structure other than JFC.
SUFFICIENCY OF DISTRIBUTIONS TO REPAY FINANCING — Limited partners may finance their purchase of the Interests with a bank loan. The Partnership does not guarantee those loans, and distributions may be insufficient to pay the interest or principal due on the loans.
Many limited partners finance the purchases of their Interests by obtaining personal bank loans. Any such bank loan agreement is between the limited partner and the bank. The Partnership performs certain administrative functions for the majority of limited partner bank loans, but does not guarantee the bank loans, nor can limited partners pledge their Interests as collateral for the bank loan. Limited partners who have chosen to finance a portion of the purchase price of their Interests assume all risks associated with the loan, including the legal obligation to repay the loan.
There is no assurance that distributions from the Partnership will be sufficient to pay the interest on a limited partner’s loan or repay the principal amount of the loan at or prior to its maturity. Furthermore, in the event the Partnership experiences a loss which leads to its liquidation, there is no assurance there will be sufficient capital available to distribute to the limited partners for the repayment of any loans.
NON-VOTING INTERESTS; NON-TRANSFERABILITY OF INTERESTS; ABSENCE OF MARKET AND PRICE FOR INTERESTS — The Interests and Profits Interests are non-voting and non-transferable and no market for the Interests or Profits Interests exists or is expected to develop. The price of Interests only represents book value and Profits Interests have no book value.
None of the limited partners or Profits Interests holders in their capacity as limited partners or Profits Interests holders may vote or otherwise participate in the management of the Partnership’s business. The Managing Partner has the authority to amend the Partnership Agreement without the consent of the limited partners, Profits Interests holders, subordinated limited partners or, in certain circumstances, the general partners. None of the limited partners or Profits Interests holders may sell, pledge, exchange, transfer or assign their Interests or Profits Interests without the express written consent of the Managing Partner (which is not expected to be given).
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PART I
Item 1A. Risk Factors, continued
Because there is no market for the Interests or Profits Interests, there is no fair market value for the Interests or Profits Interests. The price ($1,000 per Interest) at which the Interests were offered represents the book value of each Interest. The Partnership's capital could decline to a point where the book value of the Interests could be less than the price paid. Profits Interests have no book value, are not redeemable for any value in the future, and expire upon the earlier of the redemption of the Profits Interests or at the end of their stated term.
RISK OF DILUTION — The Interests and Profits Interests may be diluted from time to time, which could lead to decreased returns to the limited partners and Profits Interests holders.
The Managing Partner has the ability, in their sole discretion, to issue additional Interests, Profits Interests or Partnership capital. The Partnership filed a Registration Statement on Form S-8 with the SEC on December 8, 2021, to register $700 of Interests issuable pursuant to the Partnership's 2021 Employee Limited Partnership Interest Purchase Plan (the "2021 Plan"). In early 2023, the Partnership issued $568 of Interests under the 2021 Plan. The remaining $132 may be issued at the discretion of the Managing Partner in the future. The Partnership also issued $7 in 2024 pursuant to a private placement offering and may issue additional Interests and Profits Interests from time to time in the future. Proceeds from these offerings of Interests are expected to be used to meet growth needs or for other purposes.
The issuance of additional Interests will decrease the Partnership’s net interest income by the 7½% Payment for the additional Interests, and holders of existing Interests and Profits Interests may experience decreased returns on their investment because the amount of the Partnership’s net income they participate in may be reduced as a consequence. Accordingly, the issuance of additional Interests will reduce the Partnership’s net interest income and profitability.
In 2024, the Partnership retained 13.8% of the general partners’ net income as capital which is credited monthly to the general partners’ Adjusted Capital Contributions (as defined in the Partnership Agreement). Retention for 2025 is expected to remain at a similar level as 2024. Such retention, along with any additional capital contributions by general partners, will reduce the percentage of participation in net income by limited partners and Profits Interests holders. There is no requirement to retain a minimum amount of general partners’ net income, and the percentage of retained net income could change at any time in the future. In accordance with the Partnership Agreement, the percentage of income allocated to limited partners and Profits Interests holders is reset annually and the amount of retained general partner income reduces the income allocated to limited partners and Profits Interests holders.
LIMITATION OF LIABILITY; INDEMNIFICATION — The Partnership Agreement limits the liability of the Managing Partner and general partners by indemnifying them under certain circumstances, which may limit a limited partner’s and a Profits Interests holder's rights against them and could reduce the accumulated profits distributable to limited partners and Profits Interests holders.
The Partnership Agreement provides that none of the general partners, including the Managing Partner, will be liable to any person for any acts or omissions performed or omitted by such partner on behalf of the Partnership (even if such action, omission or failure to act constituted negligence) as long as such partner has (a) not committed fraud, (b) acted in subjective good faith or in a manner which did not involve intentional misconduct, a knowing violation of law or which was grossly negligent, and (c) not derived improper personal benefit.
The Partnership also must indemnify any general partner, including the Managing Partner, from any claim in connection to acts or omissions performed in connection with the business of the Partnership and from costs or damages stemming from a claim attributable to acts or omissions by such partner, unless such act or omission was not in good faith on behalf of the Partnership, was not in a manner reasonably believed by the partner to be within the scope of their authority, and was not in the best interests of the Partnership. The Partnership does not have to indemnify any general partner, including the Managing Partner, in instances of fraud, for acts or omissions not in good faith or which involve intentional misconduct, a knowing violation of the law, or gross negligence, or for any acts or omissions where such partner derived improper personal benefit.
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PART I
Item 1A. Risk Factors, continued
As a result of these provisions, the limited partners and Profits Interests holders have more limited rights against such partners than they would have absent the limitations in the Partnership Agreement. Indemnification of the general partners could deplete the Partnership’s assets unless the Partnership's indemnification obligation is covered by insurance, which the Partnership may or may not obtain, or which insurance may not be available at a reasonable price or at all or in an amount sufficient to cover the indemnification obligation. The Partnership Agreement does not provide for indemnification of limited partners or Profits Interests holders.
RISK OF LOSS — The Interests are equity interests in the Partnership. As a result, and in accordance with the Partnership Agreement, the right of return of a limited partner’s Capital Contribution (as defined in the Partnership Agreement) is subordinate to all existing and future claims of the Partnership’s general creditors, including any of its subordinated creditors.
In the event of a partial or total liquidation of the Partnership or in the event there were insufficient Partnership assets to satisfy the claims of its general creditors, the limited partners may not be entitled to receive their entire Capital Contribution amounts back. Limited partner capital accounts are not guaranteed. However, as a class, the limited partners would be entitled to receive the return of their aggregate Capital Contributions before the return of any capital contributions to the subordinated limited partners or the general partners. If the Partnership experiences losses in any year but liquidation procedures described above are not undertaken and the Partnership continues, the amounts of such losses would be absorbed in the capital accounts of the partners as described in the Partnership Agreement, and each limited partner in any event remains entitled to receive the 7½% Payments under the terms of the Partnership Agreement. However, as there would be no accumulated profits in such a year, limited partners would not receive any sums representing participation in net income of the Partnership. In addition, although the amount of the 7½% Payments to limited partners are charged as an expense to the Partnership and are payable whether or not the Partnership earns any accumulated profits during any given period, no reserve fund has been set aside to enable the Partnership to make such payments. Therefore, such payments to the limited partners are subject to the Partnership’s ability to service the 7½% Payment, of which there is no assurance.
STATUS AS PARTNER FOR TAX PURPOSES AND TAX RISKS — Limited partners and Profits Interests holders are subject to income tax liabilities on the Partnership’s income, whether or not income is distributed, and may have an increased chance of being audited. Limited partners and Profits Interests holders may also be subject to passive loss rules as a result of their investment.
Limited partners and Profits Interests holders are required to file tax returns and pay income tax in U.S. jurisdictions in which the Partnership operates and in their place of residence or domicile. Any costs of obtaining professional tax advice or preparation of tax returns are the responsibility of the limited partner or the Profits Interests holder and may be significant. Limited partners and Profits Interests holders are liable for income taxes on their share of the Partnership’s taxable income. The amount of the Partnership's taxable income that is allocated to a limited partner and a Profits Interests holder may significantly exceed the amount of the Partnership's net income that is allocated and distributed to the limited partner and the Profits Interests holder.
A limited partner’s and a Profits Interests holder's share of the Partnership’s income or losses could be subject to the passive loss rules. Under specific circumstances, certain income may be classified as portfolio income or passive income for purposes of the passive loss rules. In addition, under certain circumstances, a limited partner or a Profits Interests holder may be allocated a share of the Partnership’s passive losses, the deductibility of which will be limited by the passive loss rules.
The Partnership’s income tax returns may be audited by government authorities. Under U.S. federal audit and administrative procedures applicable to partnerships, any U.S. federal income taxes, penalties (including any accuracy-related penalties), and interest resulting from adjustments to Partnership tax items, including adjustments made pursuant to an IRS audit, generally will be imposed on the Partnership in the year in which the adjustments are made or otherwise become final. If, as a result of adjustments to Partnership tax items, the Partnership is required to make payments in respect of taxes, penalties and interest, the Partnership's profitability could be negatively impacted and cash available for distribution to our partners may be substantially reduced. Moreover, an audit of the Partnership's income tax returns may result in the audit of the returns of the limited partners or the Profits Interests holders and may require an amendment of their tax returns with the possibility of interest and penalty assessments.
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PART I
Item 1A. Risk Factors, continued
FOREIGN EXCHANGE RISK FOR CANADA RESIDENTS — Each Canadian resident limited partner has the risk that they will lose value on their investment in the Interests due to fluctuations in the applicable exchange rate; furthermore, Canadian resident limited partners may owe tax on a disposition of their Interest solely as the result of a movement in the applicable exchange rate.
All investors purchase Interests using U.S. dollars. As a result, limited partners who reside in Canada may risk having the value of their investment, expressed in Canadian currency, decrease over time due to movements in the applicable currency exchange rates. Accordingly, such limited partners may have a loss upon disposition of their investment solely due to a downward fluctuation in the applicable exchange rate.
In addition, changes in exchange rates could have an impact on Canadian federal income tax consequences for a limited partner, if such limited partner is a resident in Canada for purposes of the Canadian Tax Act. The disposition by such limited partner of an Interest, including as a result of the withdrawal of the limited partner from the Partnership or the Partnership’s dissolution, may result in the realization of a capital gain (or capital loss) by such limited partner. The amount of such capital gain (or capital loss) generally will be the amount, if any, by which the proceeds of disposition of such Interest, less any reasonable costs of disposition, each expressed in Canadian currency using the exchange rate on the date of disposition, exceed (or are exceeded by) the adjusted cost base of such Interest, expressed in Canadian currency using the exchange rate on the date of each transaction that is relevant in determining the adjusted cost base. Accordingly, because the exchange rate for those currencies may fluctuate between the date or dates on which the adjusted cost base of a limited partner’s Interest is determined and the date on which the Interest is disposed of, a Canadian-resident limited partner may realize a capital gain or capital loss on the disposition of their Interest solely as a result of fluctuations in exchange rates.
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PART I
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
In addition to the Partnership’s internal resources,
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PART I
Item 1C. Cybersecurity, continued
The Partnership established a Privacy and Information Security Incident Response Plan (“IRP”) addressing the identification, communication, and classification of, and the response to, potential cybersecurity incidents and other disruptions of information systems. All investigation and reporting pursuant to the IRP is conducted at the direction of the Partnership’s Chief Privacy Officer. Associates are required to report and address any suspicious or inappropriate activity and can leverage a tool to report suspected cybersecurity threats via email. Pursuant to the IRP, once a cybersecurity event is identified, it is ascribed a severity level and/or associated tasks and cases in order to appropriately track and handoff any response and remediation efforts across our teams. The IRP provides for the communication of roles, responsibilities, and on-call escalation paths to communicate incidents to key stakeholders. Information security events are managed by designated teams whose roles and responsibilities are defined to facilitate quick, effective, and orderly responses. The Chief Privacy Officer, in collaboration with the CISO, is required to review the IRP on at least an annual basis, which may include the incorporation of any lessons learned from prior incidents.
The Partnership has an enterprise-wide business resiliency program, policy and framework to assist in planning for, and mitigating disruption to the Partnership's business operations from, incidents including cybersecurity events, through risk assessment, business impact analysis, response plan development, training, testing, and ongoing maintenance. The Business Resilience Department is responsible for creating and maintaining the Partnership's business resilience policy and framework and overseeing the program's implementation in collaboration with sponsors and leaders from the Firm's business areas. A Business Resilience Oversight Group comprised of general partners meets at least semi-annually and provides oversight of business resilience strategy, risk management, resources, performance, and integration into business processes. Specific elements of business continuity plans vary based on the nature of the processes involved but include planning related to human capital, real estate, third-party relationships and technology infrastructure. As part of its business resiliency planning, the Partnership has data centers in two geographically distinct locations and reviews the data center locations of its third-parties. A prolonged interruption at any site or of critical systems or software may result in an extended delay of service to the Partnership's clients and substantial costs and expenses.
The Partnership, in the normal course of business, at times experiences cybersecurity threats and incidents affecting its data or systems or systems of third parties relied on by the Partnership, and the Partnership's programs and measures discussed above may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us in the future. The Partnership has not identified any previous cybersecurity incidents that have
ITEM 2. PROPERTIES
The Partnership primarily conducts its U.S. home office operations from two campuses in St. Louis, Missouri and one campus in Tempe, Arizona. As of December 31, 2024, the Partnership had 11 home office buildings. The Partnership owns 10 of the buildings and leases its Canada home office in Mississauga, Ontario and the land for the Tempe, Arizona campus.
The Partnership also maintains facilities in 15,198 branch locations as of December 31, 2024, which are located in the U.S. and Canada and are predominantly rented under cancelable leases. See Part II, Item 8 – Financial Statements and Supplementary Data – Notes 2 and 16 to the Consolidated Financial Statements for information regarding lease liabilities and related party transactions, respectively.
30
PART I
ITEM 3. LEGAL PROCEEDINGS
Currently, there are not any material pending legal or regulatory matters, other than ordinary routine litigation and regulatory matters, including arbitrations, class actions, other litigation, and examinations, investigations and proceedings by governmental authorities, self-regulatory organizations and other regulators, and other actions and claims incidental to the business, to which the Partnership is a party or of which any of the Partnership's property is the subject. In the normal course of business, the Partnership is subject to claims, regulatory matters and litigation arising in connection with our business activities. While the outcome of any claim, regulatory matter or litigation is inherently unpredictable, the Partnership cannot guarantee the ultimate resolution of these matters, individually or in the aggregate, or whether they will result in a material impact on its financial condition, results of operations, or cash flows. For information concerning the Partnership's legal proceedings, refer to Part II, Item 8 – Financial Statements and Supplementary Data – Note 14 to the Consolidated Financial Statements.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
There is no established public trading market for the Partnership’s Interests or Profits Interests and their assignment or transfer is prohibited without the express written consent of the Managing Partner (which is not expected to be given). As of February 28, 2025, the Partnership had 33,745 limited partners and 2,694 Profits Interests holders.
ITEM 6. [RESERVED]
31
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis is intended to help the reader understand the results of operations, the financial condition and the cash flows of the Partnership. Management’s Discussion and Analysis should be read in conjunction with the Partnership’s Consolidated Financial Statements and accompanying notes included in Part II, Item 8 – Financial Statements and Supplementary Data of this Annual Report on Form 10-K. For discussions surrounding the earliest of the three years presented below, refer to Part II, Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2023. All amounts are presented in millions, except as otherwise noted.
Basis of Presentation
The Partnership broadly categorizes its net revenues into four categories: fee revenue, trade revenue, net interest and dividends revenue (net of interest expense) and other revenue, net. In the Partnership’s Consolidated Statements of Income, fee revenue is composed of asset-based fees and account and activity fees. Asset-based fees include program fees which are based on the average daily market value of client assets in the program, as well as contractual rates. These fees are impacted by changes in market values of the assets and by client dollars invested in and divested from the accounts. Account and activity fees are impacted by the number of client accounts and the variety of services provided to those accounts, among other factors. Trade revenue is composed of commissions and principal transactions revenue. Commissions are earned from the distribution of mutual fund shares and insurance products and the purchase or sale of securities. Principal transactions revenue primarily results from the Partnership's distribution of and participation in principal trading activities in municipal obligations, certificates of deposit and corporate obligations. Trade revenue is impacted by the trading volume (client dollars invested), mix of the products in which clients invest and the size of trades, all of which may be impacted by market volatility, and margins earned on the transactions. Net interest and dividends revenue is impacted by the amount of cash and investments, receivables from and payables to clients, the variability of interest rates earned and paid on such balances, the number of Interests outstanding and the balances of Partnership loans. Other revenue, net, primarily consists of unrealized gains and losses associated with changes in the fair market value of investment securities, resulting from changes in market levels and the interest rate environment.
32
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
OVERVIEW
The following table sets forth the change in major categories of the Consolidated Statements of Income as well as several key related metrics for the last three years. Management of the Partnership relies on this financial information and the related metrics to evaluate the Partnership’s operating performance and financial condition.
|
|
For the years ended December 31, |
|
|
% Change |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
'24 vs. '23 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fee revenue |
|
$ |
13,163 |
|
|
$ |
11,264 |
|
|
$ |
10,500 |
|
|
|
17 |
% |
% of net revenue |
|
|
82 |
% |
|
|
82 |
% |
|
|
86 |
% |
|
|
— |
|
Trade revenue |
|
|
1,760 |
|
|
|
1,482 |
|
|
|
1,484 |
|
|
|
19 |
% |
% of net revenue |
|
|
11 |
% |
|
|
11 |
% |
|
|
12 |
% |
|
|
— |
|
Interest and dividends |
|
|
1,204 |
|
|
|
1,167 |
|
|
|
514 |
|
|
|
3 |
% |
Other revenue (loss), net |
|
|
130 |
|
|
|
167 |
|
|
|
(87 |
) |
|
|
-22 |
% |
Total revenue |
|
|
16,257 |
|
|
|
14,080 |
|
|
|
12,411 |
|
|
|
15 |
% |
Interest expense |
|
|
253 |
|
|
|
282 |
|
|
|
142 |
|
|
|
-10 |
% |
Net revenue |
|
|
16,004 |
|
|
|
13,798 |
|
|
|
12,269 |
|
|
|
16 |
% |
Operating expenses |
|
|
14,023 |
|
|
|
12,186 |
|
|
|
10,865 |
|
|
|
15 |
% |
Income before allocations |
|
$ |
1,981 |
|
|
$ |
1,612 |
|
|
$ |
1,404 |
|
|
|
23 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Related metrics: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before allocations margin(1) |
|
|
12.2 |
% |
|
|
11.4 |
% |
|
|
11.3 |
% |
|
|
7 |
% |
Client assets under care ($ billions): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At year end |
|
$ |
2,171 |
|
|
$ |
1,919 |
|
|
$ |
1,639 |
|
|
|
13 |
% |
Average |
|
$ |
2,070 |
|
|
$ |
1,764 |
|
|
$ |
1,664 |
|
|
|
17 |
% |
Advisory programs: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At year end |
|
$ |
862 |
|
|
$ |
743 |
|
|
$ |
621 |
|
|
|
16 |
% |
Average |
|
$ |
815 |
|
|
$ |
674 |
|
|
$ |
640 |
|
|
|
21 |
% |
Client dollars invested ($ billions)(2): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade |
|
$ |
227 |
|
|
$ |
232 |
|
|
$ |
169 |
|
|
|
-2 |
% |
Advisory programs |
|
$ |
59 |
|
|
$ |
32 |
|
|
$ |
36 |
|
|
|
84 |
% |
Client households at year end |
|
|
6.6 |
|
|
|
6.3 |
|
|
|
6.2 |
|
|
|
5 |
% |
Net new households for the year(3) |
|
|
246,000 |
|
|
|
203,000 |
|
|
|
236,000 |
|
|
|
21 |
% |
Net new assets for the year ($ billions)(4) |
|
$ |
74 |
|
|
$ |
97 |
|
|
$ |
102 |
|
|
|
-24 |
% |
Financial advisors (actual): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At year end |
|
|
20,125 |
|
|
|
19,232 |
|
|
|
18,796 |
|
|
|
5 |
% |
Average |
|
|
19,650 |
|
|
|
18,945 |
|
|
|
18,772 |
|
|
|
4 |
% |
Attrition %(5) |
|
|
5.0 |
% |
|
|
4.7 |
% |
|
|
5.8 |
% |
|
n/a |
|
|
Dow Jones Industrial Average (actual): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At year end |
|
|
42,544 |
|
|
|
37,690 |
|
|
|
33,147 |
|
|
|
13 |
% |
Average |
|
|
40,313 |
|
|
|
34,118 |
|
|
|
32,911 |
|
|
|
18 |
% |
S&P 500 Index (actual): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At year end |
|
|
5,882 |
|
|
|
4,770 |
|
|
|
3,840 |
|
|
|
23 |
% |
Average |
|
|
5,426 |
|
|
|
4,282 |
|
|
|
4,101 |
|
|
|
27 |
% |
Bloomberg Aggregate Bond Index (actual): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At year end |
|
|
97 |
|
|
|
99 |
|
|
|
97 |
|
|
|
-2 |
% |
Average |
|
|
98 |
|
|
|
97 |
|
|
|
103 |
|
|
|
1 |
% |
33
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
OVERVIEW FOR THE YEAR ENDED DECEMBER 31, 2024 VERSUS DECEMBER 31, 2023
The Partnership ended the year with 20,125 financial advisors serving more than 9 million clients in the U.S. and Canada and a 13% increase in client assets under care to $2.2 trillion, reflecting increases in the market value of client assets as well as the cumulative impact of net new assets gathered during the year. Advisory programs' average AUC increased 21% due to higher average market levels and the increased investment of client assets into advisory programs. Net new assets of $74 billion decreased 24% compared to 2023 from higher asset outflows with ongoing macroeconomic conditions, including inflation, higher costs of lending and other factors. Financial advisor attrition was 5.0% at the end of 2024.
Net revenue increased 16% to $16,004 in 2024, primarily due to increases in fee and trade revenue. The increase in fee revenue was primarily due to increases in advisory programs with higher average market levels and the increase in client dollars invested in advisory programs. Trade revenue increased primarily due to higher overall margins earned.
Operating expenses increased 15% to $14,023 in 2024, primarily due to increases in financial advisor compensation and benefits expense and variable compensation. Financial advisor compensation increased primarily due to increases in revenues on which commissions are earned. Variable compensation increased due to increased branch and overall Partnership profitability.
Overall, the increase in net revenue, partially offset by the increase in operating expenses, generated income before allocations of $1,981, a 23% increase from 2023. Income before allocations margin was 12.2%, reflecting strong current financial results while continuing to invest in the future.
34
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022
The discussion below details the significant fluctuations and their drivers for each of the major categories of the Partnership’s Consolidated Statements of Income.
Fee Revenue
Fee revenue, which consists of asset-based fees and account and activity fees, increased 17% in 2024 to $13,163 compared to 2023. A discussion of fee revenue components follows.
|
|
For the years ended December 31, |
|
|
% Change |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
'24 vs. '23 |
|
||||
Fee revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asset-based fee revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advisory programs fees |
|
$ |
9,463 |
|
|
$ |
7,814 |
|
|
$ |
7,384 |
|
|
|
21 |
% |
Service fees |
|
|
1,627 |
|
|
|
1,476 |
|
|
|
1,512 |
|
|
|
10 |
% |
Cash solutions fees |
|
|
580 |
|
|
|
578 |
|
|
|
280 |
|
|
|
— |
|
Other asset-based fees |
|
|
738 |
|
|
|
650 |
|
|
|
632 |
|
|
|
14 |
% |
Total asset-based fee revenue |
|
$ |
12,408 |
|
|
$ |
10,518 |
|
|
$ |
9,808 |
|
|
|
18 |
% |
Account and activity fee revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shareholder accounting services fees |
|
|
466 |
|
|
|
462 |
|
|
|
454 |
|
|
|
1 |
% |
Other account and activity fee revenue |
|
|
289 |
|
|
|
284 |
|
|
|
238 |
|
|
|
2 |
% |
Total account and activity fee revenue |
|
|
755 |
|
|
|
746 |
|
|
|
692 |
|
|
|
1 |
% |
Total fee revenue |
|
$ |
13,163 |
|
|
$ |
11,264 |
|
|
$ |
10,500 |
|
|
|
17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Related metrics: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average U.S. client asset values ($ billions)(1): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advisory programs |
|
$ |
798.4 |
|
|
$ |
659.8 |
|
|
$ |
627.5 |
|
|
|
21 |
% |
Mutual fund assets held outside of |
|
$ |
630.3 |
|
|
$ |
540.3 |
|
|
$ |
534.1 |
|
|
|
17 |
% |
Overall asset-based fee revenue increased 18% to $12,408 in 2024 compared to 2023, primarily due to increases in advisory programs fees. Growth in revenue from advisory programs was due to higher average market levels, as well as the continued increase in investment of client assets in advisory programs.
35
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
Trade Revenue
Trade revenue, which consists of commissions and principal transactions, increased 19% to $1,760 in 2024 compared to 2023. A discussion of trade revenue components follows.
|
|
For the years ended December 31, |
|
|
|
|
% Change |
|
|||||||||||||||||
|
|
2024 |
|
|
|
|
2023 |
|
|
|
|
2022 |
|
|
|
|
'24 vs. '23 |
|
|||||||
Trade revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commissions revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Equities |
|
$ |
614 |
|
|
|
|
$ |
500 |
|
|
|
|
$ |
571 |
|
|
|
|
|
23 |
% |
|||
Mutual funds |
|
|
480 |
|
|
|
|
|
399 |
|
|
|
|
|
483 |
|
|
|
|
|
20 |
% |
|||
Insurance products and other |
|
|
439 |
|
|
|
|
|
351 |
|
|
|
|
|
264 |
|
|
|
|
|
25 |
% |
|||
Total commissions revenue |
|
|
1,533 |
|
|
|
|
|
1,250 |
|
|
|
|
|
1,318 |
|
|
|
|
|
23 |
% |
|||
Principal transactions |
|
|
227 |
|
|
|
|
|
232 |
|
|
|
|
|
166 |
|
|
|
|
|
-2 |
% |
|||
Total trade revenue |
|
$ |
1,760 |
|
|
|
|
$ |
1,482 |
|
|
|
|
$ |
1,484 |
|
|
|
|
|
19 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Related metrics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Client dollars invested ($ billions)(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Equities |
|
$ |
44.0 |
|
|
|
19 |
% |
$ |
34.0 |
|
|
|
15 |
% |
$ |
39.7 |
|
|
|
23 |
% |
|
29 |
% |
Mutual funds |
|
|
31.1 |
|
|
|
14 |
% |
|
23.9 |
|
|
|
10 |
% |
|
28.7 |
|
|
|
17 |
% |
|
30 |
% |
Insurance products and other |
|
|
15.8 |
|
|
|
7 |
% |
|
12.3 |
|
|
|
5 |
% |
|
7.9 |
|
|
|
5 |
% |
|
28 |
% |
Principal transactions |
|
|
136.5 |
|
|
|
60 |
% |
|
162.2 |
|
|
|
70 |
% |
|
92.4 |
|
|
|
55 |
% |
|
-16 |
% |
Total client dollars invested |
|
$ |
227.4 |
|
|
|
|
$ |
232.4 |
|
|
|
|
$ |
168.7 |
|
|
|
|
|
-2 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Margin per $1,000 invested |
|
$ |
7.7 |
|
|
|
|
$ |
6.4 |
|
|
|
|
$ |
8.8 |
|
|
|
|
|
20 |
% |
|||
U.S. business days |
|
|
252 |
|
|
|
|
|
250 |
|
|
|
|
|
251 |
|
|
|
|
|
1 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(1) Percentages represent client dollars invested in each product as a percent of total client dollars invested. |
|
The increase in trade revenue in 2024 compared to 2023 was primarily due to an increase in commissions revenue and higher overall margin earned. Commissions revenue increased due to increases in equities, insurance products and other, and mutual funds as a result of higher client dollars invested in each respective product. Overall margin increased with a larger portion of total client dollars invested in equities, mutual funds, and insurance products and other, which earn higher margins than principal transaction products.
Net Interest and Dividends
Net interest and dividends revenue increased $66 to $951 in 2024 compared to 2023, primarily due to an increase in interest income earned on certain short-term investments, reflecting higher interest rates, as well as a decrease in customer credit interest expense from lower cash balances held in client accounts.
36
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
Operating Expenses
Operating expenses increased 15% in 2024 to $14,023 compared to 2023, primarily due to increases in financial advisor compensation and benefits and variable compensation. A discussion of operating expense components follows.
|
|
For the years ended December 31, |
|
|
% Change |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
'24 vs. '23 |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial advisor |
|
$ |
6,208 |
|
|
$ |
5,218 |
|
|
$ |
4,813 |
|
|
|
19 |
% |
Home office and branch |
|
|
2,461 |
|
|
|
2,334 |
|
|
|
2,020 |
|
|
|
5 |
% |
Variable compensation |
|
|
2,436 |
|
|
|
1,838 |
|
|
|
1,735 |
|
|
|
33 |
% |
Total compensation and benefits |
|
|
11,105 |
|
|
|
9,390 |
|
|
|
8,568 |
|
|
|
18 |
% |
Communications and data processing |
|
|
1,000 |
|
|
|
930 |
|
|
|
687 |
|
|
|
8 |
% |
Occupancy and equipment |
|
|
636 |
|
|
|
616 |
|
|
|
582 |
|
|
|
3 |
% |
Fund sub-adviser fees |
|
|
317 |
|
|
|
272 |
|
|
|
250 |
|
|
|
17 |
% |
Professional and consulting fees |
|
|
197 |
|
|
|
177 |
|
|
|
182 |
|
|
|
11 |
% |
Advertising |
|
|
166 |
|
|
|
160 |
|
|
|
134 |
|
|
|
4 |
% |
Other operating expenses |
|
|
602 |
|
|
|
641 |
|
|
|
462 |
|
|
|
-6 |
% |
Total operating expenses |
|
$ |
14,023 |
|
|
$ |
12,186 |
|
|
$ |
10,865 |
|
|
|
15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Related metrics (actual): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Number of physical branches(1): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At year end |
|
|
15,198 |
|
|
|
15,378 |
|
|
|
15,497 |
|
|
|
-1 |
% |
Average |
|
|
15,293 |
|
|
|
15,460 |
|
|
|
15,458 |
|
|
|
-1 |
% |
Financial advisors: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At year end |
|
|
20,125 |
|
|
|
19,232 |
|
|
|
18,796 |
|
|
|
5 |
% |
Average |
|
|
19,650 |
|
|
|
18,945 |
|
|
|
18,772 |
|
|
|
4 |
% |
Client support team professionals(2): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At year end |
|
|
20,222 |
|
|
|
19,786 |
|
|
|
17,920 |
|
|
|
2 |
% |
Average |
|
|
19,976 |
|
|
|
18,505 |
|
|
|
17,790 |
|
|
|
8 |
% |
Home office associates(2): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At year end |
|
|
9,393 |
|
|
|
9,456 |
|
|
|
8,865 |
|
|
|
-1 |
% |
Average |
|
|
9,432 |
|
|
|
9,235 |
|
|
|
8,118 |
|
|
|
2 |
% |
Financial advisor compensation and benefits expense increased 19% to $6,208 in 2024. The increase was primarily due to increases in revenues on which commissions are earned, as well as increases in retirement transition plan ("RTP") and other asset sharing program costs from higher payouts and increased participation in the programs.
Variable compensation expands and contracts in relation to the Partnership’s related profitability and margin earned. A significant portion of the Partnership’s profits is allocated to variable compensation and paid to associates in the form of bonuses and profit sharing. The increase in variable compensation of 33% to $2,436 in 2024 was primarily due to increases in branch and overall Partnership profitability.
37
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
Segment Information
The Partnership has two operating and reportable segments based upon geographic location, the U.S. and Canada. Canada segment information, as reported in the following table, is based upon the consolidated financial statements of the Partnership’s Canada operations. The U.S. segment information is derived from the Consolidated Financial Statements less the Canada segment information as presented. The chief operating decision maker (CODM) is the Managing Partner of JFC. The Managing Partner evaluates segment performance and allocates resources based upon income before allocations. Income before allocations margin and pre-variable income margin, which represent income before allocations and pre-variable income as a percentage of total revenue, respectively, are also used to evaluate segment performance. The following table shows financial and other information for the Partnership’s reportable segments.
|
|
U.S. |
|
|
% Change |
|
|
Canada |
|
|
% Change |
|
|
||||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
'24 vs. '23 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
'24 vs. '23 |
|
|
||||||||
Net revenue |
|
$ |
15,561 |
|
|
$ |
13,409 |
|
|
$ |
11,902 |
|
|
|
16 |
% |
|
$ |
443 |
|
|
$ |
389 |
|
|
$ |
367 |
|
|
|
14 |
% |
|
FA compensation |
|
|
6,035 |
|
|
|
5,069 |
|
|
|
4,665 |
|
|
|
19 |
% |
|
|
173 |
|
|
|
149 |
|
|
|
148 |
|
|
|
16 |
% |
|
Home office operating |
|
|
3,019 |
|
|
|
2,927 |
|
|
|
2,312 |
|
|
|
3 |
% |
|
|
98 |
|
|
|
94 |
|
|
|
76 |
|
|
|
4 |
% |
|
Branch office operating |
|
|
2,195 |
|
|
|
2,046 |
|
|
|
1,868 |
|
|
|
7 |
% |
|
|
67 |
|
|
|
63 |
|
|
|
61 |
|
|
|
6 |
% |
|
Variable compensation |
|
|
2,386 |
|
|
|
1,798 |
|
|
|
1,694 |
|
|
|
33 |
% |
|
|
50 |
|
|
|
40 |
|
|
|
41 |
|
|
|
25 |
% |
|
Operating expenses |
|
|
13,635 |
|
|
|
11,840 |
|
|
|
10,539 |
|
|
|
15 |
% |
|
|
388 |
|
|
|
346 |
|
|
|
326 |
|
|
|
12 |
% |
|
Income before allocations |
|
$ |
1,926 |
|
|
$ |
1,569 |
|
|
$ |
1,363 |
|
|
|
23 |
% |
|
$ |
55 |
|
|
$ |
43 |
|
|
$ |
41 |
|
|
|
28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before allocations |
|
|
12.2 |
% |
|
|
11.5 |
% |
|
|
11.3 |
% |
|
|
6 |
% |
|
|
12.3 |
% |
|
|
11.0 |
% |
|
|
11.0 |
% |
|
|
12 |
% |
|
Pre-variable income margin |
|
|
27.3 |
% |
|
|
24.6 |
% |
|
|
25.4 |
% |
|
|
11 |
% |
|
|
23.5 |
% |
|
|
21.2 |
% |
|
|
22.1 |
% |
|
|
11 |
% |
|
Client assets under care |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
At year end |
|
$ |
2,126.1 |
|
|
$ |
1,877.5 |
|
|
$ |
1,603.3 |
|
|
|
13 |
% |
|
$ |
44.6 |
|
|
$ |
41.1 |
|
|
$ |
35.3 |
|
|
|
9 |
% |
|
Average |
|
$ |
2,027.1 |
|
|
$ |
1,726.4 |
|
|
$ |
1,627.4 |
|
|
|
17 |
% |
|
$ |
43.3 |
|
|
$ |
37.9 |
|
|
$ |
36.7 |
|
|
|
14 |
% |
|
Net new households for the |
|
|
244,000 |
|
|
|
200,000 |
|
|
|
231,000 |
|
|
|
22 |
% |
|
|
2,000 |
|
|
|
3,000 |
|
|
|
5,000 |
|
|
|
-33 |
% |
|
Net new assets for the period |
|
$ |
71.9 |
|
|
$ |
94.3 |
|
|
$ |
98.6 |
|
|
|
-24 |
% |
|
$ |
2.0 |
|
|
$ |
2.3 |
|
|
$ |
2.9 |
|
|
|
-13 |
% |
|
Financial advisors (actual): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
At year end |
|
|
19,253 |
|
|
|
18,378 |
|
|
|
17,961 |
|
|
|
5 |
% |
|
|
872 |
|
|
|
854 |
|
|
|
835 |
|
|
|
2 |
% |
|
Average |
|
|
18,784 |
|
|
|
18,102 |
|
|
|
17,927 |
|
|
|
4 |
% |
|
|
866 |
|
|
|
843 |
|
|
|
845 |
|
|
|
3 |
% |
|
U.S.
Net revenue increased 16% to $15,561 in 2024 compared to 2023, primarily due to increases in fee and trade revenue. The increase in fee revenue was primarily due to increases in advisory programs with higher average market levels and the increase in client dollars invested in advisory programs. Trade revenue increased primarily due to higher overall margins earned.
Operating expenses increased 15% to $13,635 in 2024 compared to 2023, primarily due to increases in financial advisor compensation and benefits expense. Financial advisor compensation increased 19% to $6,035 primarily due to increases in revenues on which commissions are earned as well as increases in RTP and other asset sharing program costs from higher payouts and increase participation in the programs.
Variable compensation increased 33% to $2,386 in 2024 due to branch and overall Partnership profitability.
Income before allocations increased 23% to $1,926 in 2024 compared to 2023. Income before allocations margin was 12.2% in 2024, reflecting strong current financial results while continuing to invest in the future.
38
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
Canada
Net revenue increased 14% to $443 in 2024 compared to 2023, primarily due to an increase in asset-based fee revenue. Asset-based fee revenue increased due to increases in advisory program fees with higher average market levels and the increase in client dollars invested in advisory programs.
Operating expenses increased 12% to $388 in 2024 compared to 2023 primarily due to the 16% increase in financial advisor compensation and benefits expense to $173, reflecting the increase in revenues on which commissions are earned.
Variable compensation increased 25% to $50 in 2024 due to branch and overall Partnership profitability.
Income before allocations increased 28% to $55 in 2024 compared to 2023. Pre-variable income margin was 23.5% in 2024, reflecting strong current financial results while continuing to invest in the future.
LEGISLATIVE AND REGULATORY REFORM
See Part I, Item 1A – Risk Factors – Risk Related to the Partnership's Business – Legislative and Regulatory Initiatives, for a discussion of Legislative and Regulatory Initiatives that the Partnership is continuing to monitor.
MUTUAL FUNDS AND INSURANCE PRODUCTS
The Partnership estimates approximately 21%, 22% and 25% of its total revenue was derived from sales and services related to mutual fund and insurance products in 2024, 2023 and 2022, respectively. Significant reductions in these revenues due to changes in the mutual funds industry affecting fee structures that result in decreased margins earned, regulatory reform or other changes to the Partnership’s relationship with mutual fund or insurance companies could have a material adverse effect on the Partnership’s results of operations, financial condition, and liquidity.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership requires liquidity to cover its operating expenses, net capital requirements, capital expenditures, distributions to partners and redemptions of Partnership interests, as well as to facilitate client transactions. The principal sources for meeting the Partnership’s liquidity requirements include cash and cash equivalents, securities purchased under agreements to resell, government and agency investment securities, partnership capital and funds generated from operations, all discussed further below. The Partnership believes that the liquid nature of these sources provides flexibility for managing and financing the operating needs of the Partnership and will be sufficient to meet its capital and liquidity requirements for the next twelve months. Depending on conditions in the capital markets and other factors, the Partnership will, from time to time, consider the issuance of additional Partnership capital and debt, the proceeds of which could be used to meet growth needs or for other purposes.
Partnership Capital
The Partnership’s growth in capital has historically been the result of the sale of Interests to its associates and existing limited partners, the sale of subordinated limited partnership interests to its current or retiring general partners, and retention of a portion of general partner earnings.
The Partnership filed a Registration Statement on Form S-8 with the SEC on December 8, 2021, to register $700 of Interests issuable pursuant to the Partnership's 2021 Employee Limited Partnership Interest Purchase Plan (the "2021 Plan"). In early 2023, the Partnership issued $568 of Interests under the 2021 Plan. The remaining $132 may be issued at the discretion of the Managing Partner in the future. The Partnership also issued $7 in 2024 pursuant to a private placement offering and may issue additional Interests and Profits Interests from time to time in the future. Proceeds from these offerings of Interests are expected to be used to meet growth needs or for other purposes.
39
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
The Partnership’s capital and Profits Interests subject to mandatory redemption as of December 31, 2024, net of reserve for anticipated withdrawals, was $4,201, an increase of $152 from December 31, 2023. This increase in Partnership capital subject to mandatory redemption was primarily due to additional capital contributions related to limited partner, subordinated limited partner and general partner interests ($7, $68 and $271, respectively) and the retention of a portion of general partner earnings ($193), partially offset by the net increase in Partnership loans outstanding $34 and the redemption of limited partner, subordinated limited partner and general partner interests ($30, $13 and $310, respectively). During each of the years ended December 31, 2024, 2023 and 2022, the Partnership retained 13.8% of income allocated to general partners.
Under the terms of the Partnership Agreement, a partner’s capital is required to be redeemed by the Partnership in the event of the partner's death, subject to compliance with ongoing regulatory capital requirements. In the event of a partner’s death, the Partnership generally redeems the partner’s capital within six months. The Partnership has restrictions in place which govern the withdrawal of capital. Under the terms of the Partnership Agreement, limited partners requesting withdrawal from the Partnership are repaid their capital in three equal annual installments beginning no earlier than 90 days after their withdrawal notice is received by the Managing Partner. The capital of general partners requesting withdrawal from the Partnership is converted to subordinated limited partnership capital or, at the discretion of the Managing Partner, redeemed by the Partnership. Subordinated limited partners requesting withdrawal are repaid their capital in six equal annual installments beginning no earlier than 90 days after their request for withdrawal of capital is received by the Managing Partner. The Managing Partner has discretion to waive or modify these withdrawal restrictions and to accelerate the return of capital.
The Partnership made loans available to those general partners and, in limited circumstances, subordinated limited partners (in each case, other than members of the ELT), who require financing for some or all of their Partnership capital contributions. Partners borrowing from the Partnership will be required to repay such loans by applying the earnings received from the Partnership to such loans, net of amounts retained by the Partnership, amounts distributed for income taxes and a portion of earnings distributed to the partner. The Partnership has full recourse against any partner that defaults on loan obligations to the Partnership. The Partnership does not anticipate that partner loans will have an adverse impact on the Partnership’s short-term liquidity or capital resources.
Any partner may also elect to individually borrow funds pursuant to a bank program to finance the purchase of their limited partnership interest in the Partnership (each such electing limited partner a "LP Borrower"), as evidenced by individual unsecured promissory notes payable to the bank. The Partnership does not guarantee these individual bank loans, nor can the LP Borrower pledge their limited partnership interest as collateral for the individual bank loan. The Partnership performs certain administrative functions supporting the bank program in connection with the LP Borrowers. Until the LP Borrower's promissory note is paid in full, the individual LP Borrower's promissory note instructs the Partnership to apply all distributions payable to the LP Borrower from or with respect to the LP Borrower’s limited partnership interest or limited partner capital account net of any distributions to pay taxes, to repayment of the LP Borrower's promissory note prior to any funds being released to the LP Borrower.
Partners who finance all or a portion of their capital contributions with bank financing may be more likely to request the withdrawal of capital to meet bank financing requirements should the partners experience a period of reduced earnings. As a partnership, any withdrawals by general partners, subordinated limited partners or limited partners would reduce the Partnership’s available liquidity and capital.
Many of the same banks that provide financing to limited partners also provide financing to the Partnership. To the extent these banks increase credit available to the partners, financing available to the Partnership may be reduced.
40
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
The following table represents amounts related to Partnership loans as well as bank loans under the bank program (for which the Partnership facilitates certain administrative functions). Partners may have arranged their own bank loans to finance their Partnership capital for which the Partnership does not facilitate certain administrative functions and therefore any such loans are not included in the table.
|
|
As of December 31, 2024 |
|
|||||||||||||
|
|
Limited |
|
|
Subordinated |
|
|
General |
|
|
Total |
|
||||
Total Partnership capital(1) |
|
$ |
1,727 |
|
|
$ |
721 |
|
|
$ |
2,226 |
|
|
$ |
4,674 |
|
Partnership capital owned by partners with |
|
$ |
342 |
|
|
$ |
— |
|
|
$ |
1,119 |
|
|
$ |
1,461 |
|
Partnership capital owned by partners with individual |
|
|
20 |
% |
|
|
— |
|
|
|
50 |
% |
|
|
31 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Individual loans: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Individual bank loans |
|
$ |
95 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
95 |
|
Individual Partnership loans |
|
|
— |
|
|
|
— |
|
|
|
473 |
|
|
|
473 |
|
Total individual loans |
|
$ |
95 |
|
|
$ |
— |
|
|
$ |
473 |
|
|
$ |
568 |
|
Individual loans as a percent of total Partnership capital |
|
|
6 |
% |
|
|
— |
|
|
|
21 |
% |
|
|
12 |
% |
Individual loans as a percent of respective Partnership |
|
|
28 |
% |
|
|
— |
|
|
|
42 |
% |
|
|
39 |
% |
Historically, neither the amount of Partnership capital financed with individual loans as indicated in the table above, nor the amount of partner withdrawal requests, has had a significant impact on the Partnership’s liquidity or capital resources.
Lines of Credit
The following table shows the composition of the Partnership’s aggregate bank lines of credit in place as of December 31, 2024 and 2023:
|
|
2024 |
|
|
2023 |
|
||
2022 Credit Facility |
|
$ |
500 |
|
|
$ |
500 |
|
Uncommitted secured credit facilities |
|
|
390 |
|
|
|
390 |
|
Total bank lines of credit |
|
$ |
890 |
|
|
$ |
890 |
|
In accordance with the terms of the Partnership's $500 committed revolving line of credit (the "2022 Credit Facility"), entered into in October 2022, the Partnership is required to maintain a leverage ratio of no more than 35% and minimum Partnership capital, net of reserve for anticipated withdrawals and Partnership loans, of at least $2,809. In addition, Edward Jones is required to maintain a minimum tangible net worth of at least $1,349 and minimum regulatory net capital of at least 6% of aggregate debit items as calculated under the alternative method. The Partnership has the ability to draw on various types of loans. The associated interest rate depends on the type of loan, duration of the loan and the Partnership's private credit rating. Contractual rates are based on an index rate plus the applicable spread. The 2022 Credit Facility is intended to provide short-term liquidity to the Partnership should the need arise. As of December 31, 2024, the Partnership was in compliance with all covenants related to the 2022 Credit Facility.
In addition, the Partnership has multiple uncommitted secured lines of credit totaling $390 that are subject to change at the discretion of the banks. The Partnership also has an additional uncommitted line of credit where the amount and the associated collateral requirements are at the bank's discretion in the event of a borrowing. Based on credit market conditions and the uncommitted nature of these credit facilities, it is possible that these lines of credit could decrease or not be available in the future. Actual borrowing capacity on secured lines is based on availability of client margin securities or Firm-owned securities, which would serve as collateral on loans in the event the Partnership borrowed against these lines.
41
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
There were no amounts outstanding on the 2022 Credit Facility or the uncommitted lines of credit as of December 31, 2024 or December 31, 2023. In addition, the Partnership did not have any draws against these lines of credit during the years ended December 31, 2024 and 2023, except for periodically testing draw procedures.
Cash Activity
As of December 31, 2024, the Partnership had $2,273 in cash and cash equivalents and $1,390 in securities purchased under agreements to resell, which generally have maturities of less than one week. This totaled $3,663 of Partnership liquidity as of December 31, 2024, a 32% increase from $2,784 as of December 31, 2023, due to increased investment in securities purchased under agreements to resell and an increase in cash and cash equivalents with an associated decrease in government and agency obligations, which are used to help facilitate cash management and maintain Firm liquidity. The Partnership's government and agency obligations were $197 and $600 as of December 31, 2024 and 2023, respectively. The Partnership had $15,112 and $15,565 in cash and investments segregated under federal regulations as of December 31, 2024 and 2023, respectively, which was not available for general use. The decrease in cash and investments segregated under federal regulations was primarily due to the changes in net cash owed to clients based on their account activity during the period.
Regulatory Requirements
As a result of its activities as a U.S. broker-dealer, Edward Jones is subject to the net capital provisions of Rule 15c3-1 of the Exchange Act and capital compliance rules of the FINRA. Under the alternative method permitted by the rules, Edward Jones must maintain minimum net capital equal to the greater of $0.25 or 2% of aggregate debit items arising from client transactions. The net capital rules also provide that Edward Jones’ partnership capital may not be withdrawn if resulting net capital would be less than minimum requirements. Additionally, certain withdrawals require the approval of the SEC and FINRA to the extent they exceed defined levels, even though such withdrawals would not cause net capital to be less than minimum requirements.
EJ Canada is a registered broker-dealer regulated by CIRO. Under the regulations prescribed by CIRO, EJ Canada is required to maintain minimum levels of risk-adjusted capital, which are dependent on the nature of EJ Canada's assets and operations.
The following table shows the Partnership’s capital figures for the U.S. and Canada broker-dealer subsidiaries as of:
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
|
% Change |
|
|||
U.S.: |
|
|
|
|
|
|
|
|
|
|||
Net capital |
|
$ |
938 |
|
|
$ |
981 |
|
|
|
-4 |
% |
Net capital in excess of the minimum required |
|
$ |
873 |
|
|
$ |
919 |
|
|
|
-5 |
% |
Net capital as a percentage of aggregate debit |
|
|
28.9 |
% |
|
|
31.7 |
% |
|
|
-9 |
% |
Net capital after anticipated capital withdrawals, |
|
|
5.2 |
% |
|
|
13.0 |
% |
|
|
-60 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Canada: |
|
|
|
|
|
|
|
|
|
|||
Regulatory risk-adjusted capital |
|
$ |
71 |
|
|
$ |
136 |
|
|
|
-48 |
% |
Regulatory risk-adjusted capital in excess of |
|
$ |
69 |
|
|
$ |
134 |
|
|
|
-49 |
% |
U.S. net capital, Canada regulatory risk-adjusted capital and the related capital percentages may fluctuate daily.
MATERIAL CASH COMMITMENTS
The Partnership enters into long-term lease agreements for branch and home office facilities, resulting in a total of $393 in lease commitments that are non-cancellable as of December 31, 2024. Subsequent to December 31, 2024, these commitments may fluctuate based on changing business needs and conditions. For further disclosure regarding lease commitments, see Part II, Item 8 – Financial Statements and Supplementary Data – Note 2.
42
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
In 2024, the Partnership invested significantly in software and other technology and construction and facilities improvements at various branch and home office locations, resulting in capital expenditures of $573. The Partnership estimates 2025 capital spending of approximately $444 related to continued investment in software and other technology upgrades and construction and facilities improvements at various branch and home office locations.
Additionally, the Partnership would have incurred termination fees of $418 as of December 31, 2024 in the event the Partnership terminated existing contractual commitments with certain vendors providing ongoing services primarily for information technology to support the Partnership's strategic initiatives, in addition to services for operations and marketing. As of December 31, 2024, the Partnership made no such decision to terminate these services. Termination fees for contracts already in force will decrease over the corresponding contract periods, which generally expire within the next three years.
The Partnership expects to utilize existing cash and cash earned from operations to meet the obligations disclosed above.
CRITICAL ACCOUNTING ESTIMATES
The Partnership’s financial statements are prepared in accordance with GAAP, which may require judgment and involve estimation processes to determine its assets, liabilities, revenues and expenses which affect its results of operations. The Partnership believes that of its significant accounting policies, the following estimate requires a higher degree of judgment and complexity.
Accruals for Contingencies. The Partnership accrues when appropriate for potential losses that may arise out of various legal and regulatory matters, including arbitrations, class actions, other litigation, and examinations, investigations and proceedings by governmental authorities, SROs and other regulators, to the extent that the amount of such potential losses can be estimated, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") No. 450, Contingencies. See Part II, Item 8 – Financial Statements and Supplementary Data – Note 14 for further discussion of these items. The Partnership regularly monitors its exposures to potential losses. The Partnership’s aggregate accrued liability with respect to litigation and regulatory proceedings represents its estimate of probable losses, as determined under FASB ASC No. 450, Contingencies, after considering, among other factors, whether a putative class action exists, the progress of each case, court rulings or judgments, the Partnership’s experience with other legal and regulatory matters, the perceived likelihood of settlement, outcomes of similar public cases and discussions with legal counsel. Facts and circumstances relating to legal and regulatory matters can rapidly change and are not always controllable by the Partnership, which may contribute to uncertainty and result in volatility in the estimate of losses.
Included in Part II, Item 8 – Financial Statements and Supplementary Data – Note 1 to the Consolidated Financial Statements are additional discussions of the Partnership’s accounting policies.
THE EFFECTS OF INFLATION
The Partnership’s net assets are primarily monetary, consisting of cash and cash equivalents, cash and investments segregated under federal regulations, Firm-owned securities, 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 recovered through attracting new clients, gathering new assets or raising prices of services offered by the Partnership to increase revenue.
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS
See Part II, Item 8 – Financial Statement and Supplementary Data – Note 1 to the Consolidated Financial Statements for a discussion of recently issued and adopted accounting standards.
43
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Various levels of management within the Partnership manage the Partnership’s risk exposure. Position limits in inventory accounts are established and monitored on an ongoing basis. Credit risk related to various financing activities is reduced by the industry practice of obtaining and maintaining collateral. The Partnership monitors its exposure to counterparty risk through the use of credit exposure information, the monitoring of collateral values and the establishment of credit limits. For further discussion of monitoring, see the Risk Management discussion in Part III, Item 10 – Directors, Executive Officers and Corporate Governance of this Annual Report. All amounts are presented in millions, except as otherwise noted.
The Partnership is exposed to market risk from changes in interest rates. Such changes in interest rates impact the income from interest-earning assets, primarily client margin loans and investments, which are primarily comprised of cash and cash equivalents, investments segregated under federal regulations, certain investment securities and securities purchased under agreements to resell. Client margin loans and investments averaged $3.1 billion and $17.4 billion, respectively, for the year ended December 31, 2024 and earned interest at an average annual rate of approximately 809 and 483 basis points (8.09% and 4.83%), respectively, in 2024. Changes in interest rates may also have an impact on the expense related to the liabilities that finance these assets, such as amounts payable to clients.
The Partnership performed an analysis of its financial instruments and assessed the related interest rate risk and materiality in accordance with the SEC rules. To estimate the impact of a 100-basis (1.00%) point change on net interest income, the Partnership uses a forecasting model to assess the sensitivity of net interest income to the movements in interest rates. The model estimates the sensitivity by calculating interest income and interest expense in a balance sheet environment using current balances at the end of the reporting period. Assumptions used in the model include the interest rate movement, along with interest related risks such as pricing spreads and the Partnership's determined returns on client cash accounts. Under current and expected market conditions, and based on current levels of interest-earning assets and the liabilities that finance those assets, the Partnership estimates that a 100-basis point (1.00%) increase in short-term interest rates could increase its annual net interest income by approximately $85. Conversely, the Partnership estimates that a 100-basis point (1.00%) decrease in short-term interest rates could decrease the Partnership’s annual net interest income by approximately $138. This estimate reflects minimum contractual rates on certain balances. This analysis excludes client assets that are held off-balance sheet in the Partnership's Money Market Fund and IBD Program.
44
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements Included in this Item
45
PART II
Item 8. Financial Statements and Supplementary Data, continued
MANAGEMENT’S REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING
Management of The Jones Financial Companies, L.L.L.P. and all wholly-owned subsidiaries (collectively, the “Partnership”), is responsible for establishing and maintaining adequate internal control over financial reporting. The Partnership’s internal control over financial reporting is a process designed under the supervision of the Partnership’s chief executive officer and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Partnership’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
As of the end of the Partnership’s 2024 fiscal year, management conducted an assessment of the effectiveness of the Partnership’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Partnership’s internal control over financial reporting as of December 31, 2024 was effective.
The Partnership’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management of the Partnership; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on its financial statements.
The Partnership’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their accompanying report, which expresses an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2024.
46
PART II
Item 8. Financial Statements and Supplementary Data, continued
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Enterprise Leadership Team and Partners of The Jones Financial Companies, L.L.L.P.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial condition of The Jones Financial Companies, L.L.L.P. and its subsidiaries (the "Partnership") as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive loss, of changes in partnership capital and profits interests subject to mandatory redemption and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). We also have audited the Partnership's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Partnership's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Partnership’s consolidated financial statements and on the Partnership's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
47
PART II
Item 8. Financial Statements and Supplementary Data, continued
and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Asset-based Fee Revenue - Advisory Programs Fees
As described in Notes 1 and 3 to the consolidated financial statements, $9.463 billion of the Firm's total asset-based fee revenue of $12.408 billion for the year ended December 31, 2024 was generated from program fees for investment advisory services provided within the Partnership’s advisory programs. Revenue from advisory programs fees are derived from fees determined by the underlying value of client assets. Advisory program contracts outline the investment advisory services to be performed for a client under the contract and do not have a definite end date. Program fees are based on the average daily market value of client assets in the program as well as contractual rates and are charged to clients monthly and collected the following month.
The principal considerations for our determination that performing procedures relating to revenue from advisory program fees is a critical audit matter are the significant audit effort in performing procedures relating to the fees, which are calculated based on the valuation of client assets and the corresponding contractual rate charged to the client.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the recognition of revenue from advisory program fees. These procedures also included, for a sample of accounts, obtaining advisory program contracts and evaluating whether rates used in the calculations were consistent with the advisory program contracts, independently pricing the securities positions within the account, independently calculating the average assets under management, and independently calculating the advisory program fees.
/s/
March 14, 2025
We have served as the Partnership’s auditor since 2002.
48
PART II
Item 8. Financial Statements and Supplementary Data, continued
THE JONES FINANCIAL COMPANIES, L.L.L.P.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in millions) |
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||
ASSETS: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Cash and investments segregated under federal regulations |
|
|
|
|
|
|
||
Securities purchased under agreements to resell |
|
|
|
|
|
|
||
Receivables from: |
|
|
|
|
|
|
||
Clients |
|
|
|
|
|
|
||
Mutual funds, insurance companies and other |
|
|
|
|
|
|
||
Brokers, dealers and clearing organizations |
|
|
|
|
|
|
||
Securities owned, at fair value: |
|
|
|
|
|
|
||
Investment securities |
|
|
|
|
|
|
||
Inventory securities |
|
|
|
|
|
|
||
Fixed assets, at cost, net of accumulated depreciation and amortization |
|
|
|
|
|
|
||
Lease right-of-use assets |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
TOTAL ASSETS |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
LIABILITIES: |
|
|
|
|
|
|
||
Payables to: |
|
|
|
|
|
|
||
Clients |
|
$ |
|
|
$ |
|
||
Brokers, dealers and clearing organizations |
|
|
|
|
|
|
||
Accrued compensation and employee benefits |
|
|
|
|
|
|
||
Accounts payable, accrued expenses and other |
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||
Partnership capital subject to mandatory redemption, net of reserve for |
|
|
|
|
|
|
||
Limited partners |
|
|
|
|
|
|
||
Subordinated limited partners |
|
|
|
|
|
|
||
General partners |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Reserve for anticipated withdrawals |
|
|
|
|
|
|
||
Total partnership capital and Profits Interests subject to mandatory redemption |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
TOTAL LIABILITIES |
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
49
PART II
Item 8. Financial Statements and Supplementary Data, continued
THE JONES FINANCIAL COMPANIES, L.L.L.P.
CONSOLIDATED STATEMENTS OF INCOME
|
|
For the Years Ended December 31, |
|
|||||||||
(Dollars in millions, except per unit information and units outstanding) |
|
2024 |
|
|
2023 |
|
|
2022 |
|
|||
Revenue: |
|
|
|
|
|
|
|
|
|
|||
Fee revenue |
|
|
|
|
|
|
|
|
|
|||
Asset-based |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Account and activity |
|
|
|
|
|
|
|
|
|
|||
Total fee revenue |
|
|
|
|
|
|
|
|
|
|||
Trade revenue |
|
|
|
|
|
|
|
|
|
|||
Interest and dividends |
|
|
|
|
|
|
|
|
|
|||
Other revenue (loss), net |
|
|
|
|
|
|
|
|
( |
) |
||
Total revenue |
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
|
|
|
|
|
|
|
|||
Net revenue |
|
|
|
|
|
|
|
|
|
|||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Compensation and benefits |
|
|
|
|
|
|
|
|
|
|||
Communications and data processing |
|
|
|
|
|
|
|
|
|
|||
Occupancy and equipment |
|
|
|
|
|
|
|
|
|
|||
Fund sub-adviser fees |
|
|
|
|
|
|
|
|
|
|||
Professional and consulting fees |
|
|
|
|
|
|
|
|
|
|||
Advertising |
|
|
|
|
|
|
|
|
|
|||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Income before allocations |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Allocations: |
|
|
|
|
|
|
|
|
|
|||
Limited partners |
|
|
|
|
|
|
|
|
|
|||
Profits Interests |
|
|
|
|
|
|
|
|
|
|||
Subordinated limited partners |
|
|
|
|
|
|
|
|
|
|||
General partners |
|
|
|
|
|
|
|
|
|
|||
Net Income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Income allocated to limited partners per weighted average |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Weighted average $ |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
50
PART II
Item 8. Financial Statements and Supplementary Data, continued
THE JONES FINANCIAL COMPANIES, L.L.L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
|
For the Years Ended December 31, |
|
|||||||||
(Dollars in millions) |
|
2024 |
|
|
2023 |
|
|
2022 |
|
|||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation |
|
|
( |
) |
|
|
|
|
|
|
||
Comprehensive loss before allocations |
|
|
( |
) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|||
Allocations |
|
|
( |
) |
|
|
|
|
|
|
||
Total comprehensive loss |
|
$ |
|
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
51
PART II
Item 8. Financial Statements and Supplementary Data, continued
THE JONES FINANCIAL COMPANIES, L.L.L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL AND PROFITS INTERESTS
SUBJECT TO MANDATORY REDEMPTION
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 and 2022
(Dollars in millions) |
|
Limited |
|
|
Profits |
|
|
Subordinated |
|
|
General |
|
|
Total |
|
|||||
TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Reserve for anticipated withdrawals |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Partnership capital subject to mandatory redemption, net of |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Partnership loans outstanding, December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total partnership capital, including capital financed with partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Issuance of partnership interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Redemption of partnership interests |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Income allocated to partners |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Distributions |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total partnership capital, including capital financed with partnership loans, December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Partnership loans outstanding, December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Reserve for anticipated withdrawals |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Partnership capital subject to mandatory redemption, net of |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Partnership loans outstanding, December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total partnership capital, including capital financed with partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Issuance of partnership interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Redemption of partnership interests |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Income allocated to partners |
|
|
|
|
|
|
|
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|||||
Distributions |
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( |
) |
|
|
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|
|
( |
) |
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|
( |
) |
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|
( |
) |
|
Total partnership capital, including capital financed with partnership loans, December 31, 2023 |
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|||||
Partnership loans outstanding, December 31, 2023 |
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|
( |
) |
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( |
) |
|||
TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY |
|
$ |
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|
$ |
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|
$ |
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|
$ |
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|
$ |
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|||||
Reserve for anticipated withdrawals |
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( |
) |
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( |
) |
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|
( |
) |
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|
( |
) |
|
Partnership capital subject to mandatory redemption, net of |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
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|
$ |
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|||||
Partnership loans outstanding, December 31, 2023 |
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|||||
Total partnership capital, including capital financed with partnership |
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|||||
Issuance of partnership interests |
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|||||
Redemption of partnership interests |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
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( |
) |
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( |
) |
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Net income allocations |
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|||||
Other comprehensive loss allocations |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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Distributions |
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|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total partnership capital, including capital financed with partnership loans, and Profits Interests, December 31, 2024 |
|
|
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|
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|||||
Partnership loans outstanding, December 31, 2024 |
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|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
TOTAL PARTNERSHIP CAPITAL AND PROFITS INTERESTS |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
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|
$ |
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|||||
Reserve for anticipated withdrawals |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Partnership capital subject to mandatory redemption, net of |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
52
PART II
Item 8. Financial Statements and Supplementary Data, continued
THE JONES FINANCIAL COMPANIES, L.L.L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
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|
For the years ended December 31, |
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|||||||||
(Dollars in millions) |
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2024 |
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2023 |
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2022 |
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|||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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|||
Net income |
|
$ |
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$ |
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$ |
|
|||
Adjustments to reconcile net income to net cash provided by |
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Income before allocations |
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Foreign currency translation |
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( |
) |
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Depreciation and amortization |
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|||
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Changes in assets and liabilities: |
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|||
Investments segregated under federal regulations |
|
|
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( |
) |
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||
Securities purchased under agreements to resell |
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( |
) |
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( |
) |
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Net payable to clients |
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( |
) |
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( |
) |
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( |
) |
Net receivable from brokers, dealers and clearing organizations |
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( |
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Receivable from mutual funds, insurance companies and other |
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( |
) |
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( |
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Securities owned |
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( |
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||
Other assets |
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( |
) |
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( |
) |
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( |
) |
Lease liabilities |
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( |
) |
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( |
) |
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( |
) |
Accrued compensation and employee benefits |
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( |
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Accounts payable, accrued expenses and other |
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Net cash provided by (used in) operating activities |
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( |
) |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchase of fixed assets |
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( |
) |
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( |
) |
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( |
) |
Cash used in investing activities |
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( |
) |
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( |
) |
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( |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Repayment of partnership loans |
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Issuance of partnership interests |
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Redemption of partnership interests |
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( |
) |
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( |
) |
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( |
) |
Distributions from partnership capital |
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( |
) |
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( |
) |
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( |
) |
Net cash used in financing activities |
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( |
) |
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( |
) |
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( |
) |
Net increase (decrease) in cash, cash equivalents and restricted cash |
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( |
) |
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||
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CASH, CASH EQUIVALENTS AND RESTRICTED CASH: |
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|
|||
Beginning of year |
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|
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End of year |
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$ |
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$ |
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$ |
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|||
|
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|
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|
|
See Note 18 for additional cash flow information.
The accompanying notes are an integral part of these Consolidated Financial Statements.
53
PART II
Item 8. Financial Statements and Supplementary Data, continued
THE JONES FINANCIAL COMPANIES, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per unit information and the number of financial advisors)
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Partnership’s Business and Basis of Accounting. The accompanying Consolidated Financial Statements include the accounts of The Jones Financial Companies, L.L.L.P. and all wholly-owned subsidiaries (collectively, the “Partnership” or "JFC"). The financial position of the Partnership’s subsidiaries in Canada as of November 30, 2024 and 2023 are included in the Partnership's Consolidated Statements of Financial Condition and the results for the twelve month periods ended November 30, 2024, 2023 and 2022 are included in the Partnership’s Consolidated Statements of Income, Consolidated Statements of Comprehensive Loss, Consolidated Statements of Changes in Partnership Capital and Profits Interests Subject to Mandatory Redemption and Consolidated Statements of Cash Flows because of the timing of the Partnership’s financial reporting process.
The Partnership’s principal operating subsidiary, Edward D. Jones & Co., L.P. (“Edward Jones”), is a registered broker-dealer and investment adviser in the United States (“U.S.”), and Edward Jones (an Ontario limited partnership), is a registered broker-dealer in Canada ("EJ Canada"). The Partnership conducts business throughout North America through its U.S. and Canada business units with its clients, various brokers, dealers, clearing organizations, depositories and banks. Through these retail brokerage entities, the Partnership primarily serves individual investors in the U.S. and Canada and primarily derives revenues from fees for providing investment advisory and other account services to its clients, fees for assets held by clients and commissions for the distribution of mutual fund shares and insurance products and the purchase or sale of securities. For financial information related to the Partnership’s
The Consolidated Financial Statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”), which require the use of certain estimates by management in determining the Partnership’s assets, liabilities, revenues and expenses. Actual results could differ from these estimates. The Partnership evaluated subsequent events for recognition or disclosure through the date these Consolidated Financial Statements were issued and identified no matters requiring disclosure other than those disclosed in Note 1.
Partnership Agreement. Under the terms of the Partnership’s Twenty-Second Amended and Restated Agreement of Registered Limited Liability Limited Partnership, dated August 15, 2023 (the “Partnership Agreement”), a partner’s capital is required to be redeemed by the Partnership in the event of the partner’s death or withdrawal from the Partnership, subject to compliance with ongoing regulatory capital requirements. In the event of a partner’s death, the Partnership generally redeems the partner’s capital within
54
PART II
Item 8. Financial Statements and Supplementary Data, continued
Revenue Recognition. The Partnership's revenue is recognized based on contracts with clients, mutual fund companies, insurance companies and other product providers. As a full-service brokerage firm, Edward Jones and EJ Canada provide clients with custodial services, including safekeeping of client funds, collecting and disbursing funds from a client's account, and providing trade confirmations and account statements. The Partnership does not charge a separate fee for these services. Revenue is generally recognized in the same manner for both the U.S. and Canada segments.
The Partnership classifies its revenue into the following categories:
Asset-based fee revenue – Revenue is derived from fees determined by the underlying value of client assets and includes advisory programs fees, service fees, and other asset-based fee revenue. The primary source of asset-based fee revenue is generated from program fees for investment advisory services. Advisory program contracts outline the investment advisory services to be performed for a client under the contract and do not have a definite end date. Program fees are based on the average daily market value of client assets in the program as well as contractual rates and are charged to clients monthly and collected the following month. The investment advisory services performed in an advisory program contract are a series of distinct services that are substantially the same and have the same pattern of transfer to the client. As a result, the contract has one performance obligation, and program fee revenue is recognized over time as clients simultaneously receive and consume the benefit from the investment advisory services performed by the Partnership.
Contracts with mutual fund and insurance companies, as disclosed in the prospectuses for mutual funds, allow the Partnership to sell those companies' products to clients (see Trade revenue below for the associated commissions earned from clients) and earn service fees for providing certain distribution and marketing support services for those companies' products held by Edward Jones clients. For mutual funds, those service fees are based on the terms of the mutual fund prospectuses. Service fees are generally based on the average daily market value of client assets held in a company's mutual fund or insurance product. For future service fees the Partnership may earn on existing client assets, market constraints prevent reasonably estimating the transaction price and estimates could result in significant revenue reversals. Thus, service fee revenue is recognized monthly at the time the market constraints have been removed, the transaction price is known and the services have been performed.
Other asset-based fee revenue consists of revenue sharing, fund adviser fees, cash solutions and Trust Co. fees. The Partnership has agreements with clients or product providers to earn other asset-based fees for providing services to mutual funds, or marketing support or other services to product providers. Additionally, Edward Jones earns revenue from the Edward Jones Insured Bank Deposit Program (the "IBD Program"), which is an interest-bearing cash management solution for clients that offers Federal Deposit Insurance Corporation (“FDIC”) insurance coverage1. Edward Jones has agreements with FDIC-insured third-party banks to transfer available cash balances in participating clients' accounts to interest-bearing deposit accounts at those banks. The Partnership, as agent, earns net revenue from fees derived from the average daily deposit balance in the IBD Program. Other asset-based fees are generally based on asset values held in clients' accounts. The services performed for other asset-based fee contracts are a series of distinct services that are substantially the same and have the same pattern of transfer to the client. As a result, the contracts have one performance obligation, and revenue is recognized over time as the customer simultaneously receives and consumes the benefit from the services performed by the Partnership. For both service fees and other asset-based fee revenue, revenue is collected monthly or quarterly based on the agreements and the agreements generally do not have a term. Due to the timing of receipt of information, the Partnership uses estimates in recording the accruals related to certain asset-based fees, which are based on historical trends and are adjusted to reflect market conditions for the period covered.
Account and activity fee revenue – Revenue is derived from fees based on the number of accounts or activity and includes shareholder accounting services fees, self-directed individual retirement account ("IRA") fees, and other activity-based fee revenue from clients, mutual fund companies and insurance companies. The Partnership has agreements with mutual fund companies for shareholder accounting services pursuant to which the Partnership performs certain transfer agent support services, which may include tracking client holdings, distributing dividends and shareholder information to clients, and responding to client inquiries. Shareholder accounting services fees are based on the number of mutual fund positions held
1 FDIC insurance coverage for deposits held in the IBD Program is provided by FDIC-insured third-party banks on a "pass-through" basis, subject to certain conditions, pursuant to agreements with Edward Jones. FDIC insurance provides coverage for the failure of an FDIC-insured bank. The Partnership is neither FDIC-insured nor a bank. For a current list of the network of FDIC-insured third party banks participating in the IBD Program, see www.edwardjones.com/bankdeposit.
55
PART II
Item 8. Financial Statements and Supplementary Data, continued
by clients and fees are collected monthly or quarterly based on the agreements, which generally do not have a term. The transfer agent support services performed pursuant to a shareholder accounting services contract are a series of distinct services that are substantially the same and have the same pattern of transfer to the client. As a result, the contract has one performance obligation, and revenue is recognized over time as the mutual fund company simultaneously receives and consumes the benefit from the services performed by the Partnership. The Partnership also earns retirement account fees for providing reporting services pursuant to the Internal Revenue Code and for account maintenance services. Clients are charged an annual fee per account for these services. Revenue is recognized over a one-year period as the services are provided, which are simultaneously received and consumed by the client.
Trade revenue – Revenue is derived from fees based on client transactions and includes commissions and principal transactions. The primary source of trade revenue is from commissions revenue earned from the distribution of mutual fund shares and insurance products and the purchase or sale of securities. Principal transactions revenue primarily results from the Partnership’s distribution of and participation in principal trading activities in municipal obligations, certificates of deposit and corporate obligations. Principal transactions are generally entered into by the Partnership to facilitate a client's buy or sell order for certain fixed income products. Brokerage contracts outline the transaction services to be performed by Edward Jones for a client under the contract and do not have a term. The transaction charge to clients varies based on the product and size of the trade. The Partnership's contracts with mutual fund and insurance companies, as disclosed in the prospectuses for mutual funds, allow the Partnership to sell those companies' products to clients and earn certain commissions, which for mutual funds, are aligned with the terms of the mutual fund prospectuses. Trade revenue is recognized at a point in time when the transaction is placed, or trade date. On trade date the client obtains control through a right to either own a security for a purchase or receive payment for a sale. Transaction charges are received no later than settlement date.
Interest and dividends revenue – Interest and dividends revenue is earned on client margin loan balances, cash and cash equivalents, cash and investments segregated under federal regulations, securities purchased under agreements to resell, Partnership loans and investment securities, none of which is based on revenue contracts with clients.
Other revenue (loss), net – Other revenue (loss), net, primarily consists of unrealized gains and losses associated with changes in the fair market value of the Partnership's investment securities held to generate income and to assist in the management of liquidity, as well as securities held to economically hedge future liabilities for its non-qualified deferred compensation plan. Unrealized gains and losses are impacted by changes in market levels and the interest rate environment.
All revenues are recorded on an accrual basis. For forms of revenue not specifically discussed above, asset-based revenue is recorded over time as the services are provided, and activity or transaction-based revenue is recorded at a point in time when the transaction occurs.
Foreign Exchange. Assets and liabilities denominated in a foreign currency are translated at the exchange rate at the end of the period. Revenue and expenses denominated in a foreign currency are translated using the average exchange rate for each period. Effective January 1, 2024, the functional currency for the Partnership's Canada subsidiaries changed prospectively from U.S. dollars to Canadian dollars due to a change in facts and economic indicators, including sustained profitability in Canada, with no material impact to the Consolidated Financial Statements. As a result, foreign exchange gains and losses from the translation of EJ Canada's financial statements into U.S. dollars are reflected on the Consolidated Statements of Comprehensive Loss. Under the terms of the Partnership Agreement, other comprehensive income (loss) is allocated to partners, which results in no accumulated other comprehensive income on the Consolidated Statements of Financial Condition. Foreign exchange gains and losses are included in other revenue (loss), net on the Consolidated Statements of Income.
Profits Interests. Effective January 1, 2024, the Partnership began issuing Profits Interests to certain eligible associates in the U.S., to enable them to further share in the Partnership's Net Income, as defined in the Partnership Agreement as income and other comprehensive income before allocations to partners. Profits Interests do not require a capital investment but, like Interests, give the holder the right to allocations and distributions of the Partnership's Net Income before allocations to subordinated limited partners and general partners. The amount of Net Income allocated to a Profits Interests holder is based on a bookkeeping measure expressed in terms of a notional U.S. dollar amount ("Notional Capital") held by such Profits Interests holder. Profits Interests have no book value, are not redeemable for any value in the future, and expire upon the earlier of the redemption of the Profits Interests or at the end of their stated term. To the extent the Partnership
56
PART II
Item 8. Financial Statements and Supplementary Data, continued
experiences a Net Loss for a given calendar year, as defined in the Partnership Agreement, Profits Interests holders, like limited partners, would not be allocated such Net Loss. Profits Interests typically have a maximum three-calendar year term from the date of issuance. Profits Interests are considered mandatorily redeemable under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") No. 480, Distinguishing Liabilities from Equity. Undistributed Partnership Net Income allocations are included in reserve for anticipated withdrawals on the Consolidated Statements of Financial Condition until distributed. The Partnership's Net Income allocations for Profits Interests are disclosed separately on the Consolidated Statements of Income and Consolidated Statements of Changes in Partnership Capital and Profits Interests.
Profits Interests are intended to be granted as part of an associate recognition and retention program. The Partnership granted and issued Profits Interests for no cash consideration on January 1, 2024 and 2025, to provide Profits Interests holders with allocations of Net Income based upon a $
Fair Value. Substantially all of the Partnership’s financial assets and financial liabilities covered under FASB ASC No. 820, Fair Value Measurement and Disclosure (“ASC 820”), are carried at fair value or at contracted amounts which approximate fair value given the short time to maturity.
Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, also known as the “exit price.” Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The Partnership’s financial assets and financial liabilities recorded at fair value in the Consolidated Statements of Financial Condition are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820, with the related amount of subjectivity associated with the inputs to value these assets and liabilities at fair value for each level, are as follows:
Level I – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level II – Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with related market data at the measurement date and for the duration of the instrument’s anticipated life. The Partnership uses the market approach valuation technique which incorporates third-party pricing services and other relevant observable information (such as market interest rates, yield curves, prepayment risk and credit risk generated by market transactions involving identical or comparable assets or liabilities) in valuing these types of investments. When third-party pricing services are used, the methods and assumptions used are reviewed by the Partnership.
Level III – Inputs are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the inputs to the model.
Cash and Cash Equivalents. The Partnership considers all highly liquid investments with maturities of three months or less from the purchase date to be cash equivalents.
57
PART II
Item 8. Financial Statements and Supplementary Data, continued
Fractional Shares. Clients may receive fractional share interests through the Partnership's dividend reinvestment and dollar cost averaging programs. The Partnership records these fractional shares, which are considered encumbered assets, at fair value in other assets with associated liabilities in accounts payable, accrued expenses and other in the Consolidated Statements of Financial Condition as the Partnership must fulfill its clients' future fractional share redemptions. The liabilities are initially recorded at the dollar amount received from clients, but the Partnership makes an election to record the liabilities at fair value. Changes in the fair value of the assets and liabilities offset in other revenue (loss), net in the Consolidated Statements of Income, with no impact on income before allocations.
Fixed Assets. Fixed Assets include buildings and leasehold improvements, equipment, software, and land. Buildings are depreciated using the straight-line method over their useful lives, which are estimated at
Non-qualified Deferred Compensation Plan. The Partnership has a non-qualified deferred compensation plan for certain financial advisors. The Partnership has recorded a liability of $
58
PART II
Item 8. Financial Statements and Supplementary Data, continued
Lease Accounting.
The Partnership recognizes lease liabilities for future lease payments and lease right-of-use assets for the right of use of an underlying asset within a contract. Current leases are all classified as operating leases. Lease right-of-use assets and lease liabilities are recognized in the Consolidated Statements of Financial Condition at commencement date and calculated as the present value of the sum of the remaining fixed lease payments over the lease term. Throughout the lease term, the lease right-of-use asset includes the impact from the timing of lease payments and straight-line rent expense. The Partnership used its incremental borrowing rate based on information available at lease commencement as leases do not contain a readily determinable implicit rate. A single lease cost, or rent expense, is recognized on a straight-line basis over the lease term. The Partnership does not separate lease components (i.e., fixed payments including rent, real estate taxes and insurance costs) from non-lease components (i.e., common-area maintenance) and recognizes them as a single lease component. Variable lease payments not included within lease contracts are expensed as incurred. See Note 2 for additional information.
Advertising. Advertising activities include the cost to produce and distribute campaigns market wide to attract and retain clients and financial advisors. Such costs are generally expensed when incurred.
Income Taxes. The Partnership, as a pass-through entity for federal and state income tax purposes, does not incur income tax. Profits and losses are included in the income tax returns of JFC's general, subordinated limited and limited partners and Profits Interests holders. For the jurisdictions in which the Partnership is liable for income tax payments, the income tax provisions are immaterial (see Note 11).
Partnership Capital Subject to Mandatory Redemption. FASB ASC No. 480, Distinguishing Liabilities from Equity (“ASC 480”), established standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity. Under the provisions of ASC 480, the obligation to redeem a partner’s capital in the event of a partner’s death is one of the criteria requiring capital to be classified as a liability.
Since the Partnership Agreement obligates the Partnership to redeem a partner’s capital after a partner’s death, ASC 480 requires all of the Partnership’s equity capital to be classified as a liability. In accordance with ASC 480, income allocable to limited partners, Profits Interests holders, subordinated limited partners and general partners is classified as a reduction of income before allocations, which results in a presentation of
Net Income, as defined in the Partnership Agreement, is equivalent to income and other comprehensive income (loss) before allocations. Such income, if any, for each calendar year is allocated to the Partnership’s
The limited partnership capital subject to mandatory redemption is held by current and former associates and general partners of the Partnership. Limited partners participate in the Partnership’s profits and are paid a minimum
59
PART II
Item 8. Financial Statements and Supplementary Data, continued
The subordinated limited partnership capital subject to mandatory redemption is held by current and former general partners of the Partnership. Subordinated limited partners receive a percentage of the Partnership’s Net Income determined in accordance with the Partnership Agreement. The subordinated limited partnership capital subject to mandatory redemption is subordinated to the limited partnership capital.
The general partnership capital subject to mandatory redemption is held by current general partners of the Partnership. General partners receive a percentage of the Partnership’s Net Income determined in accordance with the Partnership Agreement. The general partnership capital subject to mandatory redemption is subordinated to the limited partnership capital and the subordinated limited partnership capital.
Current Expected Credit Losses. The Partnership individually assessed the current expected credit loss for the assets below.
Receivables from Clients
Receivables from clients is primarily composed of margin loan balances. The value of securities owned by clients and held as collateral for these receivables is not reflected in the Consolidated Financial Statements as the debtors have the right to redeem or substitute the collateral on short notice. Collateral held as of December 31, 2024 and 2023 was $
To estimate expected credit losses on margin loans, the Partnership applied the collateral maintenance practical expedient by comparing the amortized cost basis of the margin loans with the fair value of collateral at the reporting date. Margin loans are limited to a fraction of the total value of the securities held in the client's account against those loans upon issuance in accordance with Financial Industry Regulatory Authority (“FINRA”) rules. In the event of a decline in the market value of the securities in a margin account, the Partnership requires the client to deposit additional securities or cash (or to sell a sufficient amount of securities) so that, at all times, the loan to the client is no greater than
Securities Purchased under Agreements to Resell
The Partnership participates in short-term resale agreements collateralized by government and agency securities. These transactions are reported as collateralized financing and are carried at contractual cost with accrued interest in receivable from mutual funds, insurance companies and other within the Consolidated Statements of Financial Condition. The value of securities held as collateral for these receivables is not reflected in the Consolidated Statement of Financial Condition as the debtors have the right to redeem or substitute the collateral on short notice. The fair value of the underlying collateral, plus accrued interest, must equal or exceed
To estimate expected credit losses on the resale agreements, the Partnership applied the collateral maintenance practical expedient by comparing the amortized cost basis of the resale agreements with the fair value of collateral at the reporting date. The counterparties are all financial institutions that the Partnership considers to be reputable and reliable, and the Partnership reasonably expects the counterparties will be able to continually replenish collateral securing the financial asset and does not expect the fair value of collateral to fall below the value of the resale agreements frequently or for an extended period of time. The expected credit loss was
60
PART II
Item 8. Financial Statements and Supplementary Data, continued
Partnership Loans
The Partnership makes loans available to those general partners and, in limited circumstances, subordinated limited partners (in each case, other than members of the ELT, as defined in the Partnership Agreement) who require financing for some or all of their Partnership capital contributions as discussed in more detail in Note 9. General partners and subordinated limited partners must repay any amount of principal and interest outstanding on their Partnership loans prior to receiving a return of their Partnership capital. The loan value never exceeds the value of capital allocated to the partner, and there has been no historical loss on Partnership loans. As such, the risk of loss is remote, and the expected credit loss was
Receivables from Revenue Contracts with Customers
The majority of the Partnership's receivables are collateralized financial assets, including advisory program fees, retirement fees, mutual fund and insurance service fees, and fund adviser fees, because the fees are paid out of client accounts or third-party products consisting of cash and securities. Due to the size of the fees in relation to the value of the cash and securities in accounts or funds, the collateral value always exceeds the amortized cost basis of the receivables, resulting in a remote risk of loss. In addition, the receivables have a short duration, generally due within
Recently Issued and Adopted Accounting Standards. In November 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires reporting entities to provide enhanced disclosures for significant segment expenses on an annual and interim basis. Additionally, entities must disclose the title and position of the Chief Operating Decision Maker and an explanation of how reported measures are used in assessing performance. The Partnership adopted ASC 2023-07 for the year ended December 31, 2024, as well as interim periods thereafter on a retrospective basis. There was no impact to the Consolidated Financial Statements. See Note 15.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 requires reporting entities to disclose, in the notes to financial statements, specified information about certain costs and expenses. The Partnership is in the process of evaluating the update and expects to adopt ASU 2024-03 for the 2027 annual financial statements, as well as interim periods thereafter.
61
PART II
Item 8. Financial Statements and Supplementary Data, continued
NOTE 2 – LEASES
For the years ended December 31, 2024 and 2023, cash paid for amounts included in the measurement of operating lease liabilities was $
The following table summarizes the Partnership's operating lease cost, variable lease cost not included in the lease liability and total lease cost for the years ended December 31:
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|||
Operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|||
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
The Partnership's future undiscounted cash outflows for operating leases are summarized below as of:
|
December 31, 2024 |
|
|
2025 |
$ |
|
|
2026 |
|
|
|
2027 |
|
|
|
2028 |
|
|
|
2029 |
|
|
|
Thereafter |
|
|
|
Total lease payments |
|
|
|
Less: Interest |
|
|
|
Total present value of lease liabilities |
$ |
|
While the rights and obligations for leases that have not yet commenced are not significant, the Partnership regularly enters into new branch office leases.
62
PART II
Item 8. Financial Statements and Supplementary Data, continued
NOTE 3 – REVENUE
The following tables show the Partnership's disaggregated revenue information for the years ended December 31:
2024 |
|
U.S. |
|
|
Canada |
|
|
Total |
|
|||
Fee revenue: |
|
|
|
|
|
|
|
|
|
|||
Asset-based fee revenue: |
|
|
|
|
|
|
|
|
|
|||
Advisory programs fees |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Service fees |
|
|
|
|
|
|
|
|
|
|||
Cash solutions fees |
|
|
|
|
|
|
|
|
|
|||
Other asset-based fees |
|
|
|
|
|
|
|
|
|
|||
Total asset-based fee revenue |
|
|
|
|
|
|
|
|
|
|||
Account and activity fee revenue: |
|
|
|
|
|
|
|
|
|
|||
Shareholder accounting services fees |
|
|
|
|
|
|
|
|
|
|||
Other account and activity fee revenue |
|
|
|
|
|
|
|
|
|
|||
Total account and activity fee revenue |
|
|
|
|
|
|
|
|
|
|||
Total fee revenue |
|
|
|
|
|
|
|
|
|
|||
Trade revenue: |
|
|
|
|
|
|
|
|
|
|||
Commissions |
|
|
|
|
|
|
|
|
|
|||
Principal transactions |
|
|
|
|
|
|
|
|
|
|||
Total trade revenue |
|
|
|
|
|
|
|
|
|
|||
Total revenue from customers |
|
|
|
|
|
|
|
|
|
|||
Net interest and dividends and other revenue |
|
|
|
|
|
|
|
|
|
|||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
|
2023 |
|
U.S. |
|
|
Canada |
|
|
Total |
|
|||
Fee revenue: |
|
|
|
|
|
|
|
|
|
|||
Asset-based fee revenue: |
|
|
|
|
|
|
|
|
|
|||
Advisory programs fees |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Service fees |
|
|
|
|
|
|
|
|
|
|||
Cash solutions fees |
|
|
|
|
|
|
|
|
|
|||
Other asset-based fees |
|
|
|
|
|
|
|
|
|
|||
Total asset-based fee revenue |
|
|
|
|
|
|
|
|
|
|||
Account and activity fee revenue: |
|
|
|
|
|
|
|
|
|
|||
Shareholder accounting services fees |
|
|
|
|
|
|
|
|
|
|||
Other account and activity fee revenue |
|
|
|
|
|
|
|
|
|
|||
Total account and activity fee revenue |
|
|
|
|
|
|
|
|
|
|||
Total fee revenue |
|
|
|
|
|
|
|
|
|
|||
Trade revenue: |
|
|
|
|
|
|
|
|
|
|||
Commissions |
|
|
|
|
|
|
|
|
|
|||
Principal transactions |
|
|
|
|
|
|
|
|
|
|||
Total trade revenue |
|
|
|
|
|
|
|
|
|
|||
Total revenue from customers |
|
|
|
|
|
|
|
|
|
|||
Net interest and dividends and other revenue |
|
|
|
|
|
|
|
|
|
|||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
|
63
PART II
Item 8. Financial Statements and Supplementary Data, continued
2022 |
|
U.S. |
|
|
Canada |
|
|
Total |
|
|||
Fee revenue: |
|
|
|
|
|
|
|
|
|
|||
Asset-based fee revenue: |
|
|
|
|
|
|
|
|
|
|||
Advisory programs fees |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Service fees |
|
|
|
|
|
|
|
|
|
|||
Cash solutions fees |
|
|
|
|
|
|
|
|
|
|||
Other asset-based fees |
|
|
|
|
|
|
|
|
|
|||
Total asset-based fee revenue |
|
|
|
|
|
|
|
|
|
|||
Account and activity fee revenue: |
|
|
|
|
|
|
|
|
|
|||
Shareholder accounting services fees |
|
|
|
|
|
|
|
|
|
|||
Other account and activity fee revenue |
|
|
|
|
|
|
|
|
|
|||
Total account and activity fee revenue |
|
|
|
|
|
|
|
|
|
|||
Total fee revenue |
|
|
|
|
|
|
|
|
|
|||
Trade revenue: |
|
|
|
|
|
|
|
|
|
|||
Commissions |
|
|
|
|
|
|
|
|
|
|||
Principal transactions |
|
|
|
|
|
|
|
|
|
|||
Total trade revenue |
|
|
|
|
|
|
|
|
|
|||
Total revenue from customers |
|
|
|
|
|
|
|
|
|
|||
Net interest and dividends and other revenue |
|
|
|
|
|
|
|
|
|
|||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
|
The Partnership derived
NOTE 4 – RECEIVABLES
As of December 31, 2024, 2023 and 2022, $
The following table shows the Partnership's receivable from mutual funds, insurance companies and other as of December 31:
|
|
2024 |
|
|
2023 |
|
||
Deposit for Canadian retirement accounts |
|
$ |
|
|
$ |
|
||
Fees from mutual funds and insurance companies |
|
$ |
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
The deposit for Canadian retirement accounts is required by Canadian regulations. The Partnership is required to hold deposits with a trustee for clients’ retirement funds held in Canada.
The receivable from mutual funds and insurance companies is related to revenue contracts with customers. The balance was $
NOTE 5 – PAYABLE TO CLIENTS
64
PART II
Item 8. Financial Statements and Supplementary Data, continued
NOTE 6 – FAIR VALUE
The following tables show the Partnership's financial assets and liabilities measured at fair value:
|
|
December 31, 2024 |
|
|||||||||||||
|
|
Level I |
|
|
Level II |
|
|
Level III |
|
|
Total |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Money market funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments segregated under federal regulations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasuries |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total investments segregated under federal regulations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Securities owned: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Government and agency obligations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal obligations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total investment securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inventory securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal obligations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Equities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds and notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government and agency obligations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total inventory securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Client fractional share ownership assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable, accrued expenses and other: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Client fractional share redemption obligations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
65
PART II
Item 8. Financial Statements and Supplementary Data, continued
|
|
December 31, 2023 |
|
|||||||||||||
|
|
Level I |
|
|
Level II |
|
|
Level III |
|
|
Total |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Money market funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments segregated under federal regulations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasuries |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total investments segregated under federal regulations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Securities owned: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government and agency obligations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Mutual funds(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal obligations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total investment securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inventory securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal obligations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Equities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Certificates of deposit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Mutual funds(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Corporate bonds and notes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Government and agency obligations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total inventory securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Client fractional share ownership assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable, accrued expenses and other: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Client fractional share redemption obligations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
66
PART II
Item 8. Financial Statements and Supplementary Data, continued
NOTE 7 – FIXED ASSETS
The following table shows the Partnership's fixed assets as of December 31:
|
|
2024 |
|
|
2023 |
|
||
Buildings and leasehold improvements |
|
$ |
|
|
$ |
|
||
Software |
|
|
|
|
|
|
||
Equipment, furniture and fixtures |
|
|
|
|
|
|
||
Land |
|
|
|
|
|
|
||
Fixed assets, at cost |
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
|
|
|
|
||
Less: accumulated software amortization |
|
|
|
|
|
|
||
Fixed assets, net |
|
$ |
|
|
$ |
|
Depreciation expense on equipment, property and improvements of $
The Partnership's weighted average amortization period for software was
The following table shows the expected future amortization of software, excluding $
|
|
2024 |
|
|
2025 |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
The Partnership's capital expenditures were $
NOTE 8 – LINES OF CREDIT
The following table shows the composition of the Partnership's aggregate bank lines of credit in place as of December 31:
|
|
2024 |
|
|
2023 |
|
||
2022 Credit Facility |
|
$ |
|
|
$ |
|
||
Uncommitted secured credit facilities |
|
|
|
|
|
|
||
Total bank lines of credit |
|
$ |
|
|
$ |
|
In accordance with the terms of the Partnership's $
67
PART II
Item 8. Financial Statements and Supplementary Data, continued
In addition, the Partnership has multiple uncommitted secured lines of credit totaling $
There were
NOTE 9 – PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION
The Partnership made loans available to those general partners and, in limited circumstances, subordinated limited partners (in each case, other than members of the ELT) who require financing for some or all of their Partnership capital contributions. Loans made by the Partnership to such partners were generally for a period of
The following table shows the roll forward of outstanding Partnership loans for the years ended December 31:
|
|
2024 |
|
|
2023 |
|
||
Partnership loans outstanding at beginning of year |
|
$ |
|
|
$ |
|
||
Partnership loans issued during the year |
|
|
|
|
|
|
||
Repayment of Partnership loans during the year |
|
|
( |
) |
|
|
( |
) |
Total Partnership loans outstanding |
|
$ |
|
|
$ |
|
The minimum
The Partnership filed a Registration Statement on Form S-8 with the SEC on December 8, 2021, to register $
NOTE 10 – NET CAPITAL REQUIREMENTS
As a result of its activities as a U.S. broker-dealer, Edward Jones is subject to the net capital provisions of Rule 15c3-1 of the Exchange Act and capital compliance rules of the FINRA Rule 4110. Under the alternative method permitted by the rules, Edward Jones must maintain minimum net capital equal to the greater of $
68
PART II
Item 8. Financial Statements and Supplementary Data, continued
EJ Canada is a registered broker-dealer regulated by the Canadian Investment Regulatory Organization ("CIRO"). Under the regulations prescribed by CIRO, EJ Canada is required to maintain minimum levels of risk-adjusted capital, which are dependent on the nature of EJ Canada's assets and results of operations.
The following table shows the Partnership's capital figures for the U.S. and Canada broker-dealer subsidiaries as of:
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||
U.S.: |
|
|
|
|
|
|
||
Net capital |
|
$ |
|
|
$ |
|
||
Net capital in excess of the minimum required |
|
$ |
|
|
$ |
|
||
Net capital as a percentage of aggregate debit |
|
|
% |
|
|
% |
||
Net capital after anticipated capital withdrawals, |
|
|
% |
|
|
% |
||
|
|
|
|
|
|
|
||
Canada: |
|
|
|
|
|
|
||
Regulatory risk-adjusted capital |
|
$ |
|
|
$ |
|
||
Regulatory risk-adjusted capital in excess of |
|
$ |
|
|
$ |
|
U.S. net capital, Canada regulatory risk-adjusted capital and the related capital percentages may fluctuate daily.
NOTE 11 – INCOME TAXES
The Partnership is a pass-through entity for federal and state income tax purposes and generally does not incur income taxes. Instead, its earnings and losses are included in the income tax returns of the general, subordinated limited and limited partners and Profits Interests holders. However, the Partnership's structure does include certain subsidiaries which are corporations that are subject to income tax. As of December 31, 2024 and 2023, the Partnership's tax basis of net assets and liabilities exceeds the book basis by $
FASB ASC No. 740, Income Taxes, requires the Partnership to determine whether, upon review by the applicable taxing authority, each of its income tax positions has a likelihood of being realized that is
NOTE 12 – EMPLOYEE BENEFIT PLANS
The Partnership maintains a profit sharing and 401(k) plan covering all eligible U.S. employees, U.S. general partners and service partners, a Group Registered Retirement Savings Plan covering all eligible EJ Canada employees and Canadian general partners, and a Deferred Profit Sharing Plan covering all eligible EJ Canada employees. The Partnership contributed approximately $
In addition to the contribution above, the Partnership contributed approximately $
69
PART II
Item 8. Financial Statements and Supplementary Data, continued
NOTE 13 – COMMITMENTS, GUARANTEES AND RISKS
As of December 31, 2024, the Partnership would be subject to termination fees of approximately $
As of December 31, 2024, the Partnership has a revolving line of credit available (see Note 8).
The Partnership provides margin loans to its clients in accordance with Federal Reserve Board Regulation T and FINRA Rule 4210, under which loans are collateralized by securities in client accounts. The Partnership monitors required margin levels and requires clients to deposit additional collateral or reduce positions to meet minimum collateral requirements (see Note 1).
The Partnership's securities activities involve execution, settlement and financing of various securities transactions for clients. The Partnership may be exposed to risk of loss in the event clients, other brokers and dealers, banks, depositories or clearing organizations are unable to fulfill contractual obligations. The Partnership has controls in place to ensure client activity is monitored and to mitigate the risk of clients' inability to meet their obligations to the Partnership. Therefore, the Partnership considers its potential to make payments under these client transactions to be remote and accordingly, no liability has been recognized for these transactions.
Cash balances held at various major U.S. financial institutions, which typically exceed FDIC insurance coverage limits, subject the Partnership to a concentration of credit risk. Additionally, EJ Canada may also have cash deposits in excess of the applicable insured amounts. The Partnership regularly monitors the credit ratings of these financial institutions in order to help mitigate the credit risk that exists with the deposits in excess of insured amounts. The Partnership has credit exposure to government and agency securities through its investment securities, investments segregated under federal regulations and collateral held for resell agreements. The Partnership's primary exposure on resell agreements is with the counterparty and the Partnership would only have exposure to government and agency credit risk in the event of the counterparty's default on the resell agreements (see Note 1).
The Partnership provides guarantees to securities clearing houses and exchanges under their standard membership agreements, which require a member to guarantee the performance of other members. Under these agreements, if a member becomes unable to satisfy its obligations to the clearing houses and exchanges, all other members would be required to meet any shortfall. The Partnership's liability under these arrangements is not quantifiable and may exceed the cash and securities it has posted as collateral. However, the Partnership considers the likelihood that the Partnership will be required to make payments under these agreements to be remote. Accordingly, no liability has been recognized for these transactions.
NOTE 14 – CONTINGENCIES
In the normal course of its business, the Partnership is involved, from time to time, in various legal and regulatory matters, including arbitrations, class actions, other litigation, and examinations, investigations and proceedings by governmental authorities, self-regulatory organizations and other regulators, which may result in losses. These matters include:
Securities Class Action. On March 30, 2018, Edward Jones and its affiliated entities and individuals were named as defendants in a putative class action (Anderson, et al. v. Edward D. Jones & Co., L.P., et al.) filed in the U.S. District Court for the Eastern District of California. The lawsuit originally was brought under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as well as Missouri and California law and alleges that the defendants inappropriately transitioned client assets from commission-based accounts to fee-based programs. The plaintiffs requested declaratory, equitable, and exemplary relief, and compensatory damages. On July 9, 2019, the district court entered an order dismissing the lawsuit in its entirety without prejudice. On July 29, 2019, the plaintiffs filed a second amended complaint, which eliminated certain defendants, withdrew the Securities Act claims, added claims under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), and certain additional state law claims, and reasserted the remaining claims with modified allegations. The defendants filed a motion to dismiss, the plaintiffs subsequently withdrew
70
PART II
Item 8. Financial Statements and Supplementary Data, continued
their Investment Advisers Act claims, and on November 12, 2019, the district court granted the defendants' motion to dismiss all other claims. The plaintiffs appealed the district court's dismissal of certain of their state law claims on jurisdictional grounds but did not appeal the dismissal of the remaining claims. On March 4, 2021, the U.S. Court of Appeals for the Ninth Circuit reversed the district court's dismissal of those state law claims. After further appellate proceedings in the Ninth Circuit, defendants filed a petition for certiorari with the U.S. Supreme Court, which was denied on January 18, 2022. On February 2, 2022, the defendants filed a renewed motion to dismiss the plaintiffs' remaining state law claims. On May 9, 2022, the court dismissed the second amended complaint without prejudice. On May 31, 2022, the plaintiffs filed a third amended complaint alleging a single claim of breach of fiduciary duty under Missouri and California law against a single defendant, Edward Jones, which Edward Jones moved to dismiss on June 21, 2022. The district court denied the motion to dismiss in an order filed on October 26, 2022. Edward Jones filed its answer to the third amended complaint on November 14, 2022. On September 22, 2023, the plaintiffs moved for class certification. On the same date, Edward Jones moved for summary judgment on the plaintiffs' individual claims and to dismiss the third amended complaint on jurisdictional grounds. The district court entered an order denying the motion to dismiss on January 8, 2024 and held a hearing on Edward Jones' motion for summary judgment on May 23, 2024. On September 9, 2024, the district court entered an order granting Edward Jones' motion for summary judgment and denying all other pending motions as moot, including the motion for class certification. Plaintiffs have appealed the judgment in favor of Edward Jones, which appeal is pending. Edward Jones denies the plaintiffs' allegations and intends to continue to vigorously defend this lawsuit.
Gender and Race Discrimination Class Action. On March 9, 2022, Edward Jones and JFC were named as defendants in a lawsuit (Dixon, et al. v. Edward D. Jones & Co., L.P., et al.) filed in the U.S. District Court for the Eastern District of Missouri. The lawsuit was brought by a then current financial advisor as a putative collective action alleging gender discrimination under the Fair Labor Standards Act, and by a former financial advisor as a putative class action alleging race discrimination under 42 U.S.C. § 1981. On April 25, 2022, the plaintiffs filed an amended complaint reasserting the original claims with modified allegations and adding claims under Title VII of the Civil Rights Act of 1964 alleging race/national origin, gender, and sexual orientation discrimination on behalf of putative classes of financial advisors. The defendants filed a motion to dismiss on May 23, 2022, and on September 15, 2022, the court stayed further proceedings in the case pending a decision on the motion to dismiss. On March 31, 2023, the district court denied the motion to dismiss and lifted the stay of proceedings. Edward Jones and JFC filed an answer to the amended complaint on April 17, 2023. The first phase of discovery related to collective and class certification is proceeding. Edward Jones and JFC deny the allegations and intend to vigorously defend this lawsuit.
Home Office Gender Discrimination Class Action. Edward Jones and JFC were named as defendants in a lawsuit brought by a former employee (Zigler v. Edward D. Jones & Co., L.P. et al.) in the Northern District of Illinois. The initial complaint filed on September 1, 2022 alleged putative class and collective claims under the Equal Pay Act of 1963 ("EPA"), Title VII of the Civil Rights Act of 1964 and Illinois state laws of gender-based wage discrimination against a subset of female home office associates whom the plaintiff described as “home office financial advisor[s]." The plaintiff amended the complaint on November 29, 2022, seeking to expand the putative collective and class definitions to include all female home office associates in any role. Edward Jones and JFC filed a motion to dismiss the amended complaint on January 6, 2023. On June 9, 2023, the district court granted in part and denied in part the defendants' motion to dismiss, permitting the plaintiff's EPA claim and related state-law claim to proceed in connection with only one of the roles she held during her employment by the firm, limiting the plaintiff's Title VII claim and related state-law claim to a disparate treatment theory of liability as opposed to a disparate impact theory, and accepting the plaintiff's agreement to dismiss JFC from the case without prejudice. Edward Jones filed its answer to the amended complaint on June 23, 2023. The first phase of discovery related to collective and class certification is proceeding. Edward Jones denies the allegations and intends to vigorously defend this lawsuit.
In addition to these matters, the Partnership provides for probable losses that may arise related to other contingencies. The Partnership assesses its liabilities and contingencies utilizing available information. The Partnership accrues for losses for those matters where it is probable that the Partnership will incur a potential loss to the extent that the amount of such potential loss can be reasonably estimated, in accordance with FASB ASC No. 450, Contingencies. This liability represents the Partnership’s estimate of the probable loss as of December 31, 2024, after considering, among other factors, the progress of each case, the Partnership's experience with other legal and regulatory matters and discussion with legal counsel, and is believed to be sufficient. The aggregate accrued liability is recorded in accounts payable, accrued expenses and other on the Consolidated Statements of Financial Condition and may be adjusted from time to time to reflect any relevant developments.
71
PART II
Item 8. Financial Statements and Supplementary Data, continued
For such matters where an accrued liability has not been established and the Partnership believes a loss is both reasonably possible and estimable, as well as for matters where an accrued liability has been recorded but for which an exposure to loss in excess of the amount accrued is both reasonably possible and estimable, the current estimated aggregated range of additional possible loss is up to $
Further, the matters underlying any disclosed estimated range will change from time to time, and actual results may vary significantly. While the outcome of these matters is inherently uncertain, based on information currently available, the Partnership believes that its established liabilities as of December 31, 2024 are adequate, and the liabilities arising from such matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Partnership. However, based on future developments and the potential unfavorable resolution of these matters, the outcome could be material to the Partnership’s future consolidated operating results for a particular period or periods.
NOTE 15 – SEGMENT INFORMATION
The Partnership has determined it has
The Managing Partner evaluates segment performance based upon income before allocations. Income before allocations margin represents income before allocations as a percentage of total revenue. Variable compensation is determined at the Partnership level for profit sharing and home office associate and client support team professionals' bonus amounts, and therefore is allocated to each geographic segment. Financial advisor bonuses are determined by the overall Partnership’s profitability, as well as the performance of the individual financial advisors. Net interest and dividends revenue, depreciation and amortization and total assets for each segment, which are not used by the CODM to evaluate segment performance or allocate resources, are provided for informational purposes.
72
PART II
Item 8. Financial Statements and Supplementary Data, continued
The following table shows financial information for the Partnership’s reportable segments for the years ended December 31:
|
|
U.S. |
|
|
Canada |
|
|
Total |
|
|||||||||||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|||||||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
FA compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Home office operating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Branch office operating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Variable compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income before allocations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income before allocations |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||||||
Net interest and dividends |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Depreciation and |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
NOTE 16 – RELATED PARTIES
As of December 31, 2024, the Partnership leased approximately
Olive Street has primary responsibility for setting the overall investment strategies and selecting and managing sub-advisers of the Money Market Fund and BB Trust, subject to the review and approval of the Money Market Fund's Board of Trustees and BB Trust's Board of Trustees, respectively. Olive Street provides investment advisory services to the Money Market Fund and the twelve sub-advised mutual funds comprising the BB Trust, which are offered to clients of Edward Jones. Olive Street has contractually agreed to reimburse fund operating expenses to the extent necessary to limit the annual operating expenses of the Money Market Fund. For the years ended December 31, 2024 and 2023, Olive Street earned $
Edward Jones earns certain fees from the Money Market Fund, some or all of which may be voluntarily waived. For the year ended December 31, 2024, 2023 and 2022, Edward Jones earned total fees of $
Edward Jones Foundation ("Foundation") is a non-profit organization that supports national, regional, and local nonprofits to advance a range of community causes championed by the Partnership, its affiliates and employees. The officers and directors of the Foundation are JFC general partners, and Edward Jones is the sole contributor of funds. Contributions are voluntary and at the discretion of Edward Jones each year.
73
PART II
Item 8. Financial Statements and Supplementary Data, continued
In the normal course of business, partners and associates of the Partnership use the same advisory, brokerage and trust services of the Partnership as unrelated third parties, with certain discounts on commissions and fees for certain services. The Partnership has included balances arising from such transactions in the Consolidated Financial Statements on the same basis as other clients.
The Partnership recognizes interest income for the interest earned from partners who elect to finance a portion or all of their Partnership capital contributions through loans made available from the Partnership (see Note 9).
NOTE 17 – OFFSETTING ASSETS AND LIABILITIES
The Partnership does not offset financial instruments in the Consolidated Statements of Financial Condition. However, the Partnership enters into master netting arrangements with counterparties for securities purchased under agreements to resell that are subject to net settlement in the event of default. These agreements create a right of offset for the amounts due to and due from the same counterparty in the event of default or bankruptcy.
The following table shows the Partnership's securities purchased under agreements to resell as of December 31:
|
|
|
|
|
Gross amounts |
|
|
Net amounts |
|
|
Gross amounts not offset |
|
|
|
|
|||||||
|
|
|
|
|
offset in the |
|
|
presented in the |
|
|
in the Consolidated |
|
|
|
|
|||||||
|
|
Gross |
|
|
Consolidated |
|
|
Consolidated |
|
|
Statements of Financial |
|
|
|
|
|||||||
|
|
amounts of |
|
|
Statements of |
|
|
Statements of |
|
|
Condition |
|
|
|
|
|||||||
|
|
recognized |
|
|
Financial |
|
|
Financial |
|
|
Financial |
|
Securities |
|
|
|
|
|||||
|
|
assets |
|
|
Condition |
|
|
Condition |
|
|
instruments |
|
collateral |
|
|
Net amount |
|
|||||
2024 |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|||||
2023 |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
( |
) |
|
$ |
|
NOTE 18 – CASH FLOW INFORMATION
The following table shows supplemental cash flow information for the years ended December 31:
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|||
Cash paid for interest |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Cash paid for taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Non-cash activities: |
|
|
|
|
|
|
|
|
|
|||
Issuance of general partnership interests through |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Repayment of partnership loans through distributions |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Declared distributions for retired partnership capital |
|
$ |
|
|
$ |
|
|
$ |
|
74
PART II
Item 8. Financial Statements and Supplementary Data, continued
The following table reconciles certain line items in the Consolidated Statements of Financial Condition to the cash, cash equivalents and restricted cash balance in the Consolidated Statements of Cash Flows for the years ended December 31:
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Cash and investments segregated under federal regulations |
|
|
|
|
|
|
|
|
|
|||
Less: Investments segregated under federal regulations |
|
|
|
|
|
|
|
|
|
|||
Total cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
|
$ |
|
Restricted cash represents cash segregated in special reserve bank accounts for the benefit of U.S. clients pursuant to the Customer Protection Rule 15c3-3 under the Exchange Act.
75
PART II
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K, the Partnership’s certifying officers, the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation, with the participation of its management, of the effectiveness of the design and operation of the Partnership's disclosure controls and procedures. In designing and evaluating our disclosure controls and procedures, we recognize any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we were required to apply our judgment in evaluating and implementing possible controls and procedures. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the date of completion of the evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by the Partnership in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. We will continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, on an ongoing basis, and may from time to time make changes aimed at enhancing their effectiveness and to ensure our systems evolve with our business.
Management's report on internal control over financial reporting and the report of independent registered public accounting firm are set forth in Part II, Item 8 – Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting. There was no change in the Partnership's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
76
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
JFC does not have a board of directors. As of February 28, 2025, the Partnership was composed of 33,913 individual partners, many of whom hold more than one type of partnership interest. Of those individuals, as of February 28, 2025, 606 were general partners, 33,745 were limited partners, 762 were subordinated limited partners and 2,694 were Profits Interests holders.
Managing Partner. Under the terms of the Partnership Agreement, the Managing Partner has primary responsibility for administering the Partnership’s business, determining its policies, and controlling the management and conduct of the Partnership’s business. Under the terms of the Partnership Agreement, the Managing Partner's powers include, but are not limited to, the power to admit and dismiss general partners and the power to adjust the proportion of their respective interests in the Partnership, subject to the ELT's authority to override the same. The Managing Partner serves for an indefinite term and may be removed by a majority vote of the ELT (as discussed below) or a vote of the general partners holding a majority percentage ownership in the Partnership. If at any time the office of the Managing Partner is vacant, the ELT will succeed to all the powers and duties of the Managing Partner until a new Managing Partner is elected by a majority of the ELT. The Partnership, under the leadership of the Managing Partner provides management and administrative services to JFC’s operating subsidiaries pursuant to services agreements.
Enterprise Leadership Team. The ELT consists of the Managing Partner and up to 15 additional general partners appointed by the Managing Partner, with the specific number determined by the Managing Partner. Under the terms of the Partnership Agreement, the members of the ELT are the executive officers of the Partnership. The purpose of the ELT is to provide counsel and advice to the Managing Partner in discharging their functions, including the consideration of ownership of Partnership capital, appropriately managing Partnership’s business risks and helping to establish the strategic direction of the Partnership. In addition, the ELT takes an active role in identifying, measuring and controlling the risks to which the Partnership is subject. ELT members serve for an indefinite term and may be removed by the Managing Partner or a vote of general partners holding a majority percentage ownership in the Partnership. Furthermore, in the event the position of Managing Partner is vacant, the ELT shall succeed to all of the powers and duties of the Managing Partner until a new Managing Partner is elected by a majority of the ELT. The Partnership does not have a formal code of ethics that applies to its ELT members, as it relies on the core values and beliefs of the Partnership, as well as the Partnership Agreement. Throughout 2024, the ELT included Penny Pennington, Chairman, Andrew Miedler, Kenneth Cella, Jr., David Chubak, Lisa Dolan, David Gunn, Lena Haas, Tina Hrevus, Kristin Johnson, Francis LaQuinta, Hasan Malik, Suzan McDaniel, and Timothy Rea. Effective January 8, 2024, the Managing Partner appointed Keir Gumbs to the ELT. Wayne Roberts also served as a member of the ELT prior to transitioning to a new role effective December 31, 2024.
The following table is a listing as of February 28, 2025 of the members of the ELT, the year in which each member became a general partner and each member’s area of responsibility. Under the terms of the Partnership Agreement, all general partners, including the Managing Partner and other members of the ELT, are required to retire in their capacity as general partners by the end of the calendar year during which they turn the age of 65. The members’ biographies are below.
|
|
|
|
Enterprise |
|
General |
|
|
Name |
|
Age |
|
Leadership Team |
|
Partner |
|
Area of Responsibility |
Penny Pennington |
|
61 |
|
2014 |
|
2006 |
|
Managing Partner |
Andrew Miedler |
|
47 |
|
2021 |
|
2011 |
|
Chief Financial Officer |
Kenneth Cella, Jr. |
|
55 |
|
2014 |
|
2002 |
|
Head of External Affairs |
David Chubak |
|
44 |
|
2022 |
|
2022 |
|
Head of Branch Development and U.S. Business Unit |
Lisa Dolan |
|
58 |
|
2020 |
|
2007 |
|
Head of Branch Operations and Shared Services |
Keir Gumbs |
|
50 |
|
2024 |
|
2023 |
|
Chief Legal Officer |
David Gunn |
|
52 |
|
2022 |
|
2008 |
|
President, Edward Jones Canada |
Lena Haas |
|
49 |
|
2022 |
|
2018 |
|
Head of Wealth Management Advice and Solutions |
Tina Hrevus |
|
58 |
|
2021 |
|
2012 |
|
Managing Partner's Chief of Staff |
Kristin Johnson |
|
53 |
|
2019 |
|
2006 |
|
Chief Transformation Officer |
Francis LaQuinta |
|
61 |
|
2021 |
|
2016 |
|
Head of Digital, Data and Operations |
Hasan Malik |
|
51 |
|
2022 |
|
2022 |
|
Chief Strategy Officer |
Suzan McDaniel |
|
53 |
|
2022 |
|
2020 |
|
Chief Human Resources Officer |
Timothy Rea |
|
56 |
|
2021 |
|
2016 |
|
Chief Experience, Brand and Marketing Officer |
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PART III
Item 10. Directors, Executive Officers and Corporate Governance, continued
Penny Pennington, Managing Partner – Ms. Pennington joined the Partnership in 2000 as a financial advisor, was named a general partner in 2006 and has served as Managing Partner and Chief Executive Officer since January 2019. She held a number of senior leadership roles in key divisions prior to becoming Managing Partner. She led the Client Strategies Group (now known as Wealth Management Advice and Solutions), the New Financial Advisor Training department, Branch Office Administrator Development department and Branch and Region Development division. Ms. Pennington holds a Chartered Financial Analyst designation, is a graduate of the University of Pennsylvania's Wharton School Securities Industry Institute, earned her MBA from the Kellogg School of Management at Northwestern University and earned her bachelor’s degree from the University of Virginia. In 2023, Ms. Pennington was elected to serve a three-year term as a large-firm governor of the FINRA Board of Governors. Ms. Pennington is an active member of the St. Louis community, serving on the boards of the Federal Reserve Bank of St. Louis, the Donald Danforth Plant Science Center, and the Washington University in St. Louis Board of Trustees.
Andrew Miedler, Chief Financial Officer – Mr. Miedler joined the Partnership in 2002 in the Equity Research department as an analyst, was named a general partner in 2011 and has served as Chief Financial Officer since November 2021, responsible for the performance of the Finance Division. Before becoming Chief Financial Officer, Mr. Miedler joined the Finance division in 2014 and became Finance division leader in 2020. In 2023, Mr. Miedler also assumed responsibility for Enterprise Risk Management. Previously, he was responsible for the Packaged Products and Capital Markets areas of Product Review. Mr. Miedler holds a Chartered Financial Analyst designation and earned his bachelor's and master's degrees from the University of Missouri-Columbia.
Kenneth Cella, Jr., Head of External Affairs – Mr. Cella joined the Partnership in 1990 and was named a general partner in 2002. In 2023, Mr. Cella became head of the External Affairs division responsible for fostering strategic partnerships and expanding relationships with policymakers, industry leaders and other influencers to make a greater impact on society. Additionally, he oversees Purpose, Community and Philanthropy, ensuring the firm's commitment to social impact and community engagement. Previously, he was responsible for the Branch Development division across the United States and Canada, the Client Strategies Group (now known as Wealth Management Advice and Solutions), a number of senior leadership roles across divisions and worked as a financial advisor. Mr. Cella earned his bachelor’s degree from the University of Missouri-St. Louis and an MBA from Washington University in St. Louis. Mr. Cella serves on the Securities Industry and Financial Markets Association ("SIFMA") Board of Directors as chair-emeritus, the Private Client/Wealth Management Sub-Committee and the SIFMA Foundation.
David Chubak, Head of Branch Development and U.S. Business Unit – Mr. Chubak joined Edward Jones in 2022 as general partner and head of the U.S. business unit. In 2023, he also assumed responsibility for leading the Branch Development division. Prior to joining the Partnership, Mr. Chubak spent nearly a decade at Citigroup, most recently serving as the CEO of Citigroup's Retail Bank, where he led all Retail channels, as well as product management, segments and risk management. Mr. Chubak is a graduate of New York University School of Law and earned his bachelor's degree from Columbia University.
Lisa Dolan, Head of Branch Operations and Shared Services – Ms. Dolan joined Edward Jones in 2005 and was named a general partner in 2007. Ms. Dolan has held leadership roles throughout the Finance division, assuming leadership of Finance in 2016. In 2020, Ms. Dolan assumed responsibility for leading the operations of the Firm. Ms. Dolan currently leads the Branch Operations and Shared Services area, which includes Service, Branch Development Strategy & Operations, Real Estate & Workplace Solutions and Firm Planning & Strategic Execution. Ms. Dolan is a certified public accountant and earned degrees in accounting and finance from Saint Louis University.
Keir Gumbs, Chief Legal Officer – Mr. Gumbs joined Edward Jones in 2023 and was named a general partner on January 1, 2024. As Chief Legal Officer Mr. Gumbs has responsibility for leading Legal and Compliance. Prior to joining the Partnership, Mr. Gumbs was Chief Legal Officer for Broadridge Financial Solutions for two years, responsible for overseeing its Legal, Compliance and Physical Security teams and co-leading Regulatory and Government Affairs. Prior to his experience at Broadridge Financial Solutions, he spent three years at Uber Technologies, Inc., most recently serving as the Vice President, Deputy General Counsel and Deputy Corporate Secretary. Mr. Gumbs is a graduate of University of Pennsylvania School of Law and earned his bachelor's degree from Ohio State University.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance, continued
David Gunn, President, Edward Jones Canada – Mr. Gunn joined the Partnership in 2000 and was named a general partner in 2008. He has served as the President of EJ Canada since 2018. Mr. Gunn previously served as a financial advisor in Canada and led Financial Advisor Talent Acquisition. Mr. Gunn earned a bachelor's degree from Queen's University in Kingston, Ontario and an MBA from Northwestern University.
Lena Haas, Head of Wealth Management Advice and Solutions – Ms. Haas joined Edward Jones in 2017 and was named a general partner in 2018. She led the Firm's Banking and Trust areas and subsequently expanded her leadership to the Investment Advisory and Products areas. In 2022, she became head of the Wealth Management Advice and Solutions division. Ms. Haas serves on the Boards of Trustees of the Edward Jones Money Market Fund and Bridge Builder Trust. She earned her bachelor’s degree from Tufts University, an MBA from Harvard Business School, and completed Kellogg School of Management Women’s Senior Leadership program.
Tina Hrevus, Managing Partner's Chief of Staff – Ms. Hrevus joined Edward Jones in 1987, was named a general partner in 2012 and joined the Managing Partner's Office in 2019. Ms. Hrevus has held leadership roles responsible for Marketing and communication disciplines and brings more than 30 years of marketing expertise to strengthen and support the Managing Partner’s office. Ms. Hrevus serves as the Managing Partner's chief of staff. Ms. Hrevus is a graduate of the University of Pennsylvania's Wharton School Securities Industry Institute and the University of Missouri-Columbia's School of Journalism.
Kristin Johnson, Chief Transformation Officer – Ms. Johnson joined the Partnership in 1995 and was named a general partner in 2006. Ms. Johnson has held leadership roles in internal audit, service, operations and talent acquisition and performance for CSTPs. Ms. Johnson served as the Firm's Chief Human Resources Officer between 2019 and September 2022 and now serves as the Firm's Chief Transformation Officer. Ms. Johnson earned her bachelor's degree from the University of Illinois, a master's in information management from Webster University and completed Washington University's executive MBA program.
Francis LaQuinta, Head of Digital, Data and Operations – Mr. LaQuinta joined the Edward Jones Technology division in 2016 as general partner and senior director for Strategic Delivery. Mr. LaQuinta served as the Firm's Chief Information Officer between 2018 and September 2023 and now serves as the Firm's head of Digital, Data and Operations divisions. Prior to joining the Partnership, he spent six years at UBS, most recently serving as the CIO of UBS's Wealth Management Americas. Mr. LaQuinta earned a bachelor's and master's degree from Pace University.
Hasan Malik, Chief Strategy Officer – Mr. Malik joined the Partnership in 2022 as general partner and co-head of Firm Strategy, becoming Chief Strategy Officer at the beginning of 2023. Prior to joining Edward Jones, Mr. Malik was head of strategy at Goldman Sachs. Before joining Goldman Sachs, he held various executive roles with Visa, Inc. and McKinsey & Company, Inc. Mr. Malik earned his bachelor's degree and MBA from the Institute of Business Administration in Karachi, Pakistan and also has an MBA in finance and entrepreneurship from the University of Chicago.
Suzan McDaniel, Chief Human Resources Officer – Ms. McDaniel joined Edward Jones in 2020 as general partner and head of Human Resources Talent, became head of the Human Resources division in 2021, and was named the Firm's Chief Human Resources Officer in 2022. Ms. McDaniel previously served more than eight years as a vice president in Human Resources and Business Transformation at BHP in Melbourne, Australia. Her career also includes roles at Hewlett-Packard, Bristol Myers Squibb, Ford Motor Company and Hogan Assessment Systems. Ms. McDaniel earned her Ph.D. and master's degree in industrial and organizational psychology and her bachelor's degree in psychology from the University of Tulsa.
Timothy Rea, Chief Experience, Brand and Marketing Officer – Mr. Rea joined Edward Jones in 2016. As Chief Experience, Brand and Marketing Officer, he is responsible for the Firm’s marketing, branding and experience initiatives. Mr. Rea previously served as the executive vice president and chief marketing officer for Office Depot Inc., senior vice president of brand marketing for Darden Restaurants, and had increasing brand management leadership positions at Hershey Foods Inc. and The Procter & Gamble Co. Mr. Rea earned his bachelor's degree in economics from Harvard University and his master's degrees in economics and public administration from the University of Texas at El Paso. Mr. Rea is also an Army combat veteran.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance, continued
Audit Committee. Pursuant to its charter and the Partnership Agreement, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the Partnership's independent auditors. Additionally, the Audit Committee is responsible for assisting the Managing Partner and the ELT with, among other things, reviewing the Partnership’s financial statements and related disclosures prior to filing, overseeing the integrity of the Partnership's financial reporting process and the Partnership’s internal control structure including the financial reporting control requirements of the Sarbanes Oxley Act of 2002 (“Sarbanes Oxley”), overseeing the performance of the Partnership’s Internal Audit division and overseeing the Partnership's cybersecurity and information security programs.
As of February 28, 2025, the Audit Committee was comprised of Hasan Malik, Chair, Penny Pennington, Lisa Dolan, Keir Gumbs, David Gunn, and independent members of the committee Jeffrey Bierman and Sandra Pundmann.
Ms. Dolan meets the requirements adopted by the SEC for qualification as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of SEC Regulation S-K. Audit Committee members are appointed by the Managing Partner. Independent members serve for a six-year term, internal members serve for an indefinite term and all members may be removed by the Managing Partner.
Other Committees. Pursuant to the Partnership Agreement, the Managing Partner has also established other committees, which serve at the discretion of the Managing Partner. These include an Operating Committee accountable to the ELT and responsible for the Firm's strategic execution of enterprise business priorities.
RISK MANAGEMENT
Overview
The Partnership’s business model and activities expose it to a number of different risks. The identification and ongoing management of the Partnership’s risks is critical to its long-term business success and related financial performance.
The Partnership's risk management framework is driven by the Partnership's governance structure established in the Partnership Agreement. The Managing Partner is ultimately responsible for the Partnership's risk management. The Managing Partner has designated the ELT as having responsibility for overall risk management of the Firm with each ELT member responsible for business segments or broad functional areas of the Partnership. The ELT is responsible for overseeing the Partnership's risk management framework comprised of a system of enterprise risk standards, governance and oversight, and enterprise, divisional and functional risk management capabilities to enable the management of risks in support of the Firm's strategic objectives, to protect its culture and reputation, and promote financial stability. The Partnership's Chief Risk Officer is responsible to the Chief Financial Officer, a member of the ELT.
The Partnership's management-level Enterprise Risk Management Committee ("ERMC") is co-Chaired by the Partnership's Chief Risk Officer and Head of Enterprise Risk Management ("ERM") and meets at least six times per year. The ERMC is co-sponsored by the Chief Financial Officer and the Chief Legal Officer, both members of the ELT. The ERMC membership includes leaders of divisional and functional risk and control functions to provide coverage of significant risks to the Partnership. The ERMC assists the Managing Partner and the ELT in fulfilling their oversight responsibilities regarding enterprise risk management of the Firm, the governance structure supporting it and the Firm's risk profile. The ERMC supports the firmwide approach to risk management and exercises delegated authority to review, approve and monitor risk management policies, frameworks and programs.
The Audit Committee, through its activities, also supports the ELT in its ongoing risk management responsibilities. The Audit Committee is responsible for reviewing Internal Audit reports on the assessment of the Partnership's control environment, overseeing key risk areas related to financial controls and overseeing cybersecurity and information security programs and risks.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance, continued
In addition to the committees discussed above, the ERM department and risk teams embedded in Partnership divisions and functions also assist the ELT in its ongoing risk management activities through their day-to-day responsibilities, by maintaining and implementing risk frameworks, standards, processes and activities to facilitate enterprise-wide execution. ERM, divisional and functional risk management teams and Internal Audit support partners and associates with identifying, assessing, managing, monitoring, and reporting on risks in their business segments and functional capabilities. All associates are encouraged to speak up when they see something that is causing or could cause harm to the Partnership's clients, communities, colleagues, business, operations, or reputation.
As part of the financial services industry, the Partnership’s business is subject to inherent risks. As a result, despite its risk management efforts and activities, there can be no absolute assurance that the Partnership will not experience significant unexpected losses due to the realization of certain risks to which the Partnership is subject. The following discussion highlights the Partnership’s procedures and policies designed to identify, assess, and manage the primary risks of its business.
Operational Risks
There is an element of operational risk inherent within all of the Partnership’s business activities arising from technology, external threats, internal processes and associates and third-party relationships. The Partnership's business model is dependent on complex internal information technology systems, and those of third parties the Partnership relies on, and there is a degree of exposure to systems failure and security incidents, particularly with legacy infrastructure. The Partnership is also dependent upon third parties to provide tools that support branch teams' interactions with clients. The Partnership's Head of Digital, Data, and Operations and Chief Information Security Officer are responsible for enhancing our technological systems for business operations and improving information security policies and standards, respectively. A business resiliency program has been established to respond to business disruptions of varying severities. The Partnership and its third-party vendors have data centers in several regions of the United States. The Partnership's data centers act as disaster recovery and redundant sites with each other. While these data centers are designed to be redundant with one another, a prolonged interruption of any site might result in a delay of service and substantial costs and expenses.
Employees are encouraged to report and address any suspicious or inappropriate activity through various means including an ethics hotline and a tool to report suspected cybersecurity threats via email. The Partnership also has a dedicated Insider Threat team, which utilizes various tools to uncover and mitigate technology and other threats. Refer to Part I, Item 1C – Cybersecurity, for more information regarding the Partnership's policies and procedures related to cybersecurity.
Third parties provide critical information technology, processing and other business support services. To mitigate information security risks at third-party vendors, the Partnership conducts due diligence on current and prospective service providers that process or store information and negotiates contractual provisions requiring policies and procedures that meet a standard of care for data security and related controls. The Partnership also performs ongoing oversight of current service providers to verify those standards are being met.
Financial Risks
Credit Risk is the risk that third parties who owe the Partnership money, securities or other assets will not meet their obligations. The Partnership is subject to credit risk due to the very nature of the transactions it processes for its clients. To manage this risk, the Partnership limits certain client transactions by, in some cases, requiring payment at the time or in advance of a client transaction being accepted. The Credit Review committee manages the Partnership's credit risk arising out of the client margin loans it offers by limiting the amount and controlling the quality of collateral held in the client’s account against those loans. Margin loans are limited to a fraction of the total value of the securities held in the client's account against those loans upon issuance in accordance with Federal Reserve Board Regulation T and throughout the life of the loan in accordance with FINRA Rule 4210. In the event of a decline in the market value of the securities in a margin account, the Partnership requires the client to deposit additional securities or cash (or to sell a sufficient amount of securities) so that, at all times, the loan to the client is no greater than 65% of the value of the securities in the account, which is a more stringent requirement than FINRA Rule 4210.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance, continued
The Partnership also has credit exposure with counterparties as a result of its ongoing, routine business activities. This credit exposure can arise from the settlement of client transactions, related failures to receive and deliver, or the Partnership’s investing activities with other financial institutions. The Partnership's Treasury and Banking Business Unit departments manage relationships with financial institutions where these business activities occur and monitors its exposure to such counterparties on a regular basis to minimize its risk of loss related to such exposure.
Market Risk is the risk associated with the declining value of its investment securities as a result of fluctuations in interest rates, security prices or overall market conditions. The Partnership's investment securities are primarily held to generate income and assist in the management of Firm liquidity. The Treasury Department monitors and manages Firm investments that are primarily in government and agency obligations, which are highly liquid, low-risk investments that help reduce exposure to declines in market value from market volatility.
Liquidity Risk is the risk of insufficient financial resources to meet the short-term or long-term cash needs of the Partnership. The Partnership's Treasury Department continually evaluates and monitors the impact that its business activities have on its liquidity and financial condition. The objective of the Partnership's liquidity management policies is to support the successful execution of business strategies while maintaining ongoing and sufficient liquidity. Additionally, the Partnership conducts regular liquidity stress testing to develop a consolidated view of liquidity risk exposures and to develop strategies to maintain sufficient liquidity during market-related or Firm-specific liquidity stress events.
Interest Rate Risk is the Partnership's exposure to risk from changes in interest rates. The Treasury Department actively manages its short-term investments to maximize interest revenue while managing liquidity risks. The Partnership continues to evaluate its cash management strategy, including evaluating relationships with current and prospective financial institutions and identifying opportunities to further reduce the negative impact of changes in interest rates on revenue from certain cash solutions products.
Legal and Compliance Risk
Many aspects of the Partnership’s business involve substantial litigation and compliance risks. The Partnership is, from time to time, subject to examinations, inquiries and investigations by governmental agencies, SROs and other regulators. Such matters have in the past, and could in the future, negatively impact the Partnership’s business and result in significant expenses. In the ordinary course of business, the Partnership also is subject to arbitration claims, lawsuits and other potentially significant litigation such as putative class actions. Over time, there has been increasing litigation involving the financial services industry, including putative class action lawsuits that may seek substantial damages. The Partnership's reputation is critical to attracting and retaining clients and financial advisors and could be damaged by certain legal or regulatory actions, unethical behavior, cybersecurity incidents, poor investment performance, or compliance failures, depending on their nature, size and scope.
The Partnership has established, through its overall compliance program, a variety of policies, procedures and a system of internal controls (including written supervisory procedures) designed to manage the risk of non-compliance by home office and branch associates and mitigate legal and compliance risks. As a normal course of business, new accounts and client transactions are reviewed on a daily basis, in part, through the Partnership’s field supervision function, to mitigate the risk of non-compliance with regulatory requirements as well as any resulting negative impact on the Partnership’s reputation. To minimize the risk of regulatory non-compliance, each branch office is subject to an annual branch audit, to review the financial advisor’s business and competency. Additionally, certain branches are visited or monitored regularly by field supervision directors to assure reasonable compliance. The Partnership’s Compliance department works with other business areas to advise and consult on business activities to help ensure compliance with regulatory requirements and Partnership policies. The Partnership also has established privacy policies to comply with privacy rules and regulations and trains its employees on privacy requirements, all of which come under the responsibility of the Partnership’s Chief Privacy Officer. The Partnership has specific controls related to prevention of fraud and money laundering and provides initial as well as annual training to help mitigate regulatory risks. The Partnership also has an anonymous ethics hotline to report other suspicious activity for review and disciplinary action when necessary. The Partnership’s Internal Audit department receives ethics hotline reports from a third-party provider, and the Compliance, Human Capital and/or Legal departments, as appropriate, investigate reports as they are received.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance, continued
In light of the Partnership’s business, the Partnership has adopted policies and procedures for all of its partners and associates designed to promote compliance with applicable securities laws, known as “insider trading” laws, which prohibit persons who receive or become aware of material non-public information about other companies from trading in such other companies’ securities or providing material non-public information to others who may trade in the such other companies’ securities on the basis of that information.
Strategic Risk
The Partnership seeks to address its strategic risks, most notably competition for clients and personnel in light of the increasing pace of industry change, through its initiatives to deliver enhanced value and impact for millions of current and potential clients, colleagues and communities. The Partnership is continuing to make significant investments to attract and retain qualified talent and offers a competitive compensation program and employee benefits for financial advisors, CSTPs and home office associates that promotes a long-term career, financial security and well-being. Firm leaders manage the execution of the Partnership's projects and initiatives through planning, goal setting, testing and monitoring to support successful implementation of its strategic initiatives and investments.
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PART III
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
The Partnership’s compensation program allocates profits to general partners, including members of its ELT, primarily based upon their ownership interests in the Partnership. As general partners, ELT members benefit annually from the profits of the Partnership through current cash payments from short-term results and from having an opportunity to continue to share in the long-term profitability of the organization. By owning general partnership interests, ELT members are encouraged to balance short-term and long-term results of the Partnership as they have a significant amount of capital at risk. Also, by sharing in any annual operating loss of the Partnership, all general partners, including ELT members, have a direct incentive to manage risk and focus on the short- and long-term financial results of the Partnership.
Compensation Components
The ELT members’ compensation components are the same as the Partnership's other general partners. The components consist of base salary, deferred compensation, and allocations of Partnership net income. ELT members do not receive bonuses, stock awards, option awards, non-equity incentive plan compensation, or any other elements other than those disclosed below related to their capital ownership interest in the Partnership.
Salary – Each ELT member receives an amount of fixed compensation in the form of annual salary. In establishing the salaries listed on the Summary Compensation Table, the Partnership considers individual experience, responsibilities and tenure. Because the Partnership’s principal compensation of ELT members is from allocations of Partnership net income, it does not benchmark the compensation of its ELT members with compensation to executives at other companies in setting its base salaries, or otherwise in determining the compensation to its ELT members. Each ELT member receives an annual salary ranging from $175,000 to $250,000.
Deferred Compensation – Each ELT member is a participant in the Partnership’s profit sharing and 401(k) plan, a qualified deferred compensation plan, which also covers all eligible general partners and service partners of the Partnership and associates of the Partnership’s subsidiaries. Each ELT member receives contributions based upon the overall profitability of the Partnership. Contributions to the plan are made annually at the discretion of the Partnership and have historically been determined based on approximately 24% of the Partnership’s net income before allocations. Allocation of the Partnership’s contribution among participants is determined by each participant’s relative level of eligible earnings. The plan is a tax-qualified retirement plan.
Income Allocated to Partners – The majority of the Partnership's general partners’ compensation, including that of the ELT members, comes from their capital ownership interests in the Partnership as general partners, subordinated limited partners and limited partners pursuant to the Partnership Agreement. Of the Partnership’s net income allocated to general partners, including the ELT members, 92% is allocable based upon their respective general partner ownership interests in the Partnership. General partner ownership interests are set at the discretion of the Managing Partner, with input from the ELT. General partner ownership interests held by each ELT member ranged from 0.45% to 2.10% in 2024, 0.36% to 2.25% in 2023, and 0.21% to 2.10% in 2022. The remaining 8% of net income allocated to general partners is distributed based on merit and/or need as determined by the Managing Partner in consultation with the ELT. Pursuant to the Partnership Agreement, the Partnership's net income allocated to subordinated limited partners and net income allocated to limited partners, including the applicable ELT members, is allocated based upon their respective subordinated limited partner ownership interests and limited partner ownership interests in the Partnership. In addition, limited partners receive the 7.5% Payment pursuant to the Partnership Agreement. Subordinated limited partner ownership interests and limited partner ownership interests are set at the discretion of the Managing Partner. ELT members are not eligible to hold Profits Interests.
One-Time Payment to Canadian Resident Partners – In order to achieve the intended economic arrangement among the partners of the Partnership with respect to the restructuring of EJ Canada on December 31, 2023, the Partnership made a one-time cash payment in early 2024 to each Canadian resident general, subordinated and limited partner in an amount equal to that partner's expected increase in Canadian tax liability as a consequence of the restructuring.
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PART III
Item 11. Executive Compensation, continued
Summary Compensation Table
The following table identifies the compensation of the Managing Partner (“CEO”), the Chief Financial Officer (“CFO”), and the three other most highly compensated ELT members based on total compensation in 2024 (including respective income allocation).
|
|
|
|
|
|
|
|
|
|
Income |
|
|
|
|
||||
|
|
|
|
|
|
|
Deferred |
|
|
Allocated |
|
|
|
|
||||
|
|
Year |
|
Salaries |
|
|
Compensation |
|
|
to Partners(1) |
|
|
Total |
|
||||
Penny Pennington |
|
2024 |
|
$ |
250,000 |
|
|
$ |
17,354 |
|
|
$ |
28,794,590 |
|
|
$ |
29,061,944 |
|
CEO |
|
2023 |
|
|
250,000 |
|
|
|
15,774 |
|
|
|
24,858,188 |
|
|
|
25,123,962 |
|
|
|
2022 |
|
|
250,000 |
|
|
|
13,512 |
|
|
|
21,173,492 |
|
|
|
21,437,004 |
|
Andrew Miedler |
|
2024 |
|
$ |
175,000 |
|
|
$ |
17,354 |
|
|
$ |
18,508,900 |
|
|
$ |
18,701,254 |
|
CFO |
|
2023 |
|
|
175,000 |
|
|
|
15,774 |
|
|
|
14,367,893 |
|
|
|
14,558,667 |
|
|
|
2022 |
|
|
175,000 |
|
|
|
13,512 |
|
|
|
10,592,332 |
|
|
|
10,780,844 |
|
Kenneth Cella, Jr. |
|
2024 |
|
$ |
175,000 |
|
|
$ |
17,354 |
|
|
$ |
22,081,290 |
|
|
$ |
22,273,644 |
|
General Partner - Head of External Affairs |
|
2023 |
|
|
175,000 |
|
|
|
15,774 |
|
|
|
19,090,557 |
|
|
|
19,281,331 |
|
|
|
2022 |
|
|
175,000 |
|
|
|
13,512 |
|
|
|
18,306,627 |
|
|
|
18,495,139 |
|
Francis LaQuinta |
|
2024 |
|
$ |
175,000 |
|
|
$ |
17,354 |
|
|
$ |
19,820,743 |
|
|
$ |
20,013,097 |
|
General Partner – Head of Digital, Data and |
|
2023 |
|
|
175,000 |
|
|
|
15,774 |
|
|
|
18,240,705 |
|
|
|
18,431,479 |
|
Operations |
|
2022 |
|
|
175,000 |
|
|
|
13,512 |
|
|
|
15,390,087 |
|
|
|
15,578,599 |
|
Kristin Johnson |
|
2024 |
|
$ |
175,000 |
|
|
$ |
17,354 |
|
|
$ |
19,821,936 |
|
|
$ |
20,014,290 |
|
General Partner – Chief Transformation Officer |
|
2023 |
|
|
175,000 |
|
|
|
15,774 |
|
|
|
16,569,266 |
|
|
|
16,760,040 |
|
|
|
2022 |
|
|
175,000 |
|
|
|
13,512 |
|
|
|
14,516,125 |
|
|
|
14,704,637 |
|
Pay Ratio Disclosure
The Wall Street Reform and Consumer Protection Act and related regulations require the Partnership to disclose the ratio of the compensation of the Managing Partner and compensation of a median employee of the Partnership as calculated in accordance with Item 402(u) of Regulation S-K under the Securities Act. Item 402(u) permits the Partnership to identify its median employee once every three years unless there has been significant change in compensation structure or overall number of employees, which the Partnership does not believe has occurred. The median employee was selected from a population that represented all employees as of December 31, 2023, using salary and benefits, variable compensation, and allocations of Partnership net income as of December 31, 2023, consistently applied across the employee population. After identifying the median employee, annual total compensation for the median employee and the Managing Partner was calculated using the same methodology as was used in the Summary Compensation Table above.
For 2024, the median annual total compensation of all employees of the Partnership, including general partners and excluding the Managing Partner, was $115,474 and the annual total compensation of the Managing Partner was $29,061,944 or a ratio of 252. The majority of the Managing Partner's total compensation is based on general partner and subordinated limited partner capital ownership interests in the Partnership as indicated above, compared to the compensation of a median employee which is primarily based on their annual salary. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
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PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table shows as of February 28, 2025, the ownership of limited partnership interests by each ELT member named in the Summary Compensation Table and the ELT members as a group:
Title of Class |
|
Name of Beneficial Owner |
|
Amount |
|
|
% of Class |
|
Limited Partnership Interests |
|
Penny Pennington |
|
$ |
27,000 |
|
|
* |
Limited Partnership Interests |
|
Andrew Miedler |
|
$ |
40,000 |
|
|
* |
Limited Partnership Interests |
|
Francis LaQuinta |
|
$ |
- |
|
|
0% |
Limited Partnership Interests |
|
Kenneth Cella Jr. |
|
$ |
115,600 |
|
|
* |
Limited Partnership Interests |
|
Kristin Johnson |
|
$ |
5,000 |
|
|
* |
|
|
|
|
|
|
|
|
|
Limited Partnership Interests |
|
All Enterprise Leadership Team Members |
|
$ |
422,000 |
|
|
* |
* Each of the ELT members named in the Summary Compensation Table and the ELT members as a group own less than 1% of the limited partnership interests outstanding.
The Partnership maintains a written Related-Party Transaction Approval Policy with respect to related persons, which sets forth policies and procedures for reviewing and approving or ratifying transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships) with the ELT or any of their immediate family members or affiliated entities (collectively "Related Persons"). The policy covers transactions, arrangements or relationships where the Partnership is a participant, the aggregate amount involved exceeds $120 thousand in any calendar year, and in which a Related Person has or will have a direct or indirect material interest ("Related Person Transaction").
Under the policy, the Partnership’s CFO or Chief Legal Officer will determine whether a transaction meets the requirements of a Related Person Transaction. Transactions that fall within the definition will be referred to the Audit Committee for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the Audit Committee will decide whether or not to approve such transaction and will approve only those transactions that it determines are in the best interest of the Partnership. If the Partnership’s CFO or Chief Legal Officer becomes aware of an existing transaction with a related person which has not been approved under this policy, the matter will be referred to the Audit Committee. The Audit Committee will evaluate all options available, including ratification, revision or termination of such transaction.
The Partnership has an anti-nepotism policy in the home office but encourages the recruitment of family and friends to be financial advisors and CSTPs. As such, it is common for family members to be employed by the Partnership. The following summarizes family relationships with members of the Partnership’s ELT and their compensation as of December 31, 2024, which was paid consistently with the compensation programs provided to other financial advisors of the Partnership:
Penny Pennington is the Partnerships' Managing Partner and member of the ELT. Ms. Pennington's son in law, Nicholas Davis, is a financial advisor with the Partnership and earned approximately $333 thousand during 2024. Mr. Davis does not report directly or indirectly to Ms. Pennington. This relationship was ratified by the Audit Committee.
Wayne Roberts was a member of the Partnership's ELT prior to his transition to a new role effective December 31, 2024. Mr. Robert's son-in-law, Case Wilson, is a financial advisor with the Partnership. Mr. Wilson earned approximately $146 thousand during 2024 and does not report directly or indirectly to Mr. Roberts. This relationship was ratified by the Audit Committee.
86
PART III
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table presents fees rendered by the Partnership's independent registered public accountants, PricewaterhouseCoopers LLP.
($ thousands) |
|
2024 |
|
|
2023 |
|
||
Audit fees |
|
$ |
3,264 |
|
|
$ |
3,225 |
|
Audit-related fees(1) |
|
|
1,399 |
|
|
|
1,534 |
|
Tax fees(2) |
|
|
430 |
|
|
|
432 |
|
Other(3) |
|
|
2 |
|
|
|
1 |
|
Total fees |
|
$ |
5,095 |
|
|
$ |
5,192 |
|
The Audit Committee pre-approved all audit and non-audit related services in fiscal years 2024 and 2023. No services were provided under the de minimis fee exception to the audit committee pre-approval requirements.
87
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
INDEX
|
|
|
Page No. |
|
|
|
|
(a) |
(1) |
The following financial statements are included in Part II, Item 8: |
|
|
|
|
|
|
|
Management’s Report on Internal Control over Financial Reporting |
46 |
|
|
|
|
|
|
47 |
|
|
|
|
|
|
|
Consolidated Statements of Financial Condition as of December 31, 2024 and 2023 |
49 |
|
|
|
|
|
|
Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022 |
50 |
|
|
|
|
|
|
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022 |
51 |
|
|
|
|
|
|
52 |
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 |
53 |
|
|
|
|
|
|
54 |
|
|
|
|
|
|
(2) |
The following financial statements are included in Schedule I: |
|
|
|
|
|
|
|
Parent Company Only Condensed Statements of Financial Condition as of December 31, 2024 and 2023 |
94 |
|
|
|
|
|
|
95 |
|
|
|
|
|
|
|
96 |
|
|
|
|
|
|
|
Other schedules are omitted because they are not required, inapplicable, or the information is otherwise shown in the Consolidated Financial Statements or notes thereto. |
|
|
|
|
|
(b) |
|
Exhibits |
|
|
|
|
|
|
|
Reference is made to the Exhibit Index hereinafter contained. |
|
88
EXHIBIT INDEX
ITEM 16. FORM 10-K SUMMARY
None.
Exhibit Number |
|
Description |
3.1 |
* |
|
3.2 |
* |
|
3.3 |
* |
|
3.4 |
* |
|
3.5 |
* |
|
3.6 |
* |
|
3.7 |
* |
|
3.8 |
* |
|
3.9 |
* |
|
3.10 |
* |
|
3.11 |
* |
|
3.12 |
* |
|
3.13 |
* |
|
3.14 |
* |
|
89
EXHIBIT INDEX
|
|
|
3.15 |
* |
|
3.16 |
* |
|
3.17 |
* |
|
3.18 |
* |
|
3.19 |
* |
|
3.20 |
* |
|
3.21 |
* |
|
3.22 |
* |
|
3.23 |
* |
|
3.24 |
* |
|
3.25 |
* |
|
3.26 |
* |
|
3.27 |
* |
|
3.28 |
* |
|
90
EXHIBIT INDEX
|
|
|
3.29 |
* |
|
3.30 |
* |
|
3.31 |
* |
|
3.32 |
* |
|
3.33 |
** |
|
3.34 |
** |
|
3.35 |
** |
|
4.1 |
* |
|
4.2 |
* |
|
10.1 |
* |
|
10.2 |
* |
|
10.3 |
* |
|
21.1 |
** |
|
23.1 |
** |
91
EXHIBIT INDEX
31.1 |
** |
|
31.2 |
** |
|
32.1 |
** |
|
32.2 |
** |
|
101.INS |
** |
Inline XBRL Instance Document |
101.SCH |
** |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
** |
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
* Incorporated by reference to previously filed exhibits.
** Filed herewith.
92
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.
THE JONES FINANCIAL COMPANIES, L.L.L.P. |
|
|
|
By: |
/s/ Penny Pennington |
|
Penny Pennington |
|
Managing Partner (Principal Executive Officer) |
|
March 14, 2025 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated:
Signatures |
|
Title |
|
Date |
|
|
|
|
|
/s/ Penny Pennington |
|
Managing Partner |
|
March 14, 2025 |
Penny Pennington |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Andrew T. Miedler |
|
Chief Financial Officer |
|
March 14, 2025 |
Andrew T. Miedler |
|
(Principal Financial and Accounting Officer) |
|
|
93
Schedule I
THE JONES FINANCIAL COMPANIES, L.L.L.P.
(Parent Company Only)
CONDENSED STATEMENTS OF FINANCIAL CONDITION
|
|
December 31, |
|
|
December 31, |
|
||
(Dollars in millions) |
|
2024 |
|
|
2023 |
|
||
ASSETS: |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Investment securities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Investment in and receivable from subsidiaries |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
TOTAL ASSETS |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
LIABILITIES: |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Partnership capital subject to mandatory redemption |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
TOTAL LIABILITIES |
|
$ |
|
|
$ |
|
Schedule I
THE JONES FINANCIAL COMPANIES, L.L.L.P.
(Parent Company Only)
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|
For the Years Ended December 31, |
|
|||||||||
(Dollars in millions) |
|
2024 |
|
|
2023 |
|
|
2022 |
|
|||
NET REVENUE |
|
|
|
|
|
|
|
|
|
|||
Subsidiary earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Management fee income |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Total revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net revenue |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|||
Compensation and benefits |
|
|
|
|
|
|
|
|
|
|||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
INCOME BEFORE ALLOCATIONS |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Allocations to partners |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
NET INCOME |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive (loss): |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign currency translation |
|
|
( |
) |
|
|
|
|
|
|
||
COMPREHENSIVE (LOSS) BEFORE ALLOCATIONS |
|
|
( |
) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|||
Allocations |
|
|
( |
) |
|
|
|
|
|
|
||
TOTAL COMPREHENSIVE (LOSS) |
|
$ |
|
|
$ |
|
|
$ |
|
95
Schedule I
THE JONES FINANCIAL COMPANIES, L.L.L.P.
(Parent Company Only)
CONDENSED STATEMENTS OF CASH FLOWS
|
|
For the Years Ended December 31, |
|
|||||||||
(Dollars in millions) |
|
2024 |
|
|
2023 |
|
|
2022 |
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Adjustments to reconcile net income to net cash provided by |
|
|
|
|
|
|
|
|
|
|||
Income before allocations |
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation |
|
|
( |
) |
|
|
|
|
|
|
||
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|||
Investment in subsidiaries |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Investment securities |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Other assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Accounts payable and accrued expenses |
|
|
|
|
|
|
|
|
( |
) |
||
Net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Investment in subsidiaries |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Repayments of partnership loans |
|
|
|
|
|
|
|
|
|
|||
Issuance of partnership interests |
|
|
|
|
|
|
|
|
|
|||
Redemption of partnership interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Distributions from partnership capital |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
CASH AND CASH EQUIVALENTS: |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Beginning of year |
|
|
|
|
|
|
|
|
|
|||
End of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
NON-CASH ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Issuance of general partnership interests through |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Repayment of partnership loans through distributions from |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Declaration of distributions from subsidiary in current year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Declared distributions for retired partnership capital |
|
$ |
|
|
$ |
|
|
$ |
|
96
Schedule I
THE JONES FINANCIAL COMPANIES, L.L.L.P.
Note to Parent Company Only Financial Statements
NOTE 1 – REVENUE AND EXPENSE
The Partnership’s principal operating subsidiary, Edward D. Jones & Co., L.P. (“Edward Jones”), has a written agreement with The Jones Financial Companies, L.L.L.P. (“JFC”) for the services of certain financial advisors who are service partners of JFC and not employees of Edward Jones. Pursuant to the agreement, Edward Jones made payments to the service partners of JFC on JFC's behalf for those services provided. This arrangement did not have an impact on net income for the years ended December 31, 2024, 2023 and 2022 but resulted in higher management fee income of $
97