ck0000815917-10q_20170929.htm

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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.

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. ☐

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 27, 2017, 892,911 units of limited partnership interest (“Interests”) are outstanding, each representing $1,000 of limited partner capital. There is no public or private market for such Interests.

	September 29,		December 31,
(Dollars in millions)	2017		2016
ASSETS:
Cash and cash equivalents	$	995	$	1,047
Cash and investments segregated under federal regulations		9,791		12,680
Securities purchased under agreements to resell		909		892
Receivable from:
Clients		3,259		3,129
Mutual funds, insurance companies and other		544		513
Brokers, dealers and clearing organizations		212		219
Securities owned, at fair value:
Investment securities		246		224
Inventory securities		81		43
Equipment, property and improvements, at cost, net of accumulated depreciation and amortization		541		549
Other assets		124		128

TOTAL ASSETS	$	16,702	$	19,424

LIABILITIES:
Payable to:
Clients	$	12,485	$	15,414
Brokers, dealers and clearing organizations		105		99
Accrued compensation and employee benefits		1,285		1,116
Accounts payable, accrued expenses and other		190		161
		14,065		16,790
Contingencies (Note 5)

Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals and partnership loans:
Limited partners		894		902
Subordinated limited partners		470		421
General partners		1,119		1,094
Total		2,483		2,417
Reserve for anticipated withdrawals		154		217
Total partnership capital subject to mandatory redemption		2,637		2,634

TOTAL LIABILITIES	$	16,702	$	19,424

The accompanying notes are an integral part of these Consolidated Financial Statements.

	Three Months Ended				Nine Months Ended
(Dollars in millions, except per unit information and units outstanding)	Sept 29, 2017		Sept 30, 2016		Sept 29, 2017		Sept 30, 2016
Revenue:
Fee revenue
Asset-based	$	1,316	$	957	$	3,648	$	2,678
Account and activity		164		184		509		545
Total fee revenue		1,480		1,141		4,157		3,223
Trade revenue		314		495		1,200		1,563
Interest and dividends		69		52		192		143
Other revenue		14		14		46		31
Total revenue		1,877		1,702		5,595		4,960
Interest expense		25		19		64		56
Net revenue		1,852		1,683		5,531		4,904
Operating expenses:
Compensation and benefits		1,312		1,191		3,918		3,430
Occupancy and equipment		105		101		310		297
Communications and data processing		80		77		242		220
Fund sub-adviser fees		26		15		70		40
Advertising		17		17		61		56
Professional and consulting fees		17		19		52		47
Postage and shipping		16		13		49		38
Other operating expenses		68		64		196		191
Total operating expenses		1,641		1,497		4,898		4,319

Income before allocations to partners		211		186		633		585

Allocations to partners:
Limited partners		26		24		79		78
Subordinated limited partners		27		23		80		71
General partners		158		139		474		436
Net Income	$	—	$	—	$	—	$	—

Income allocated to limited partners per weighted average $1,000 equivalent limited partnership unit outstanding	$	29.33	$	27.49	$	87.93	$	86.59

Weighted average $1,000 equivalent limited partnership units outstanding		894,852		906,511		898,374		910,555

The accompanying notes are an integral part of these Consolidated Financial Statements.

	Nine Months Ended
(Dollars in millions)	Sept 29, 2017			Sept 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	—		$	—
Adjustments to reconcile net income to net cash provided by operating activities:
Income before allocations to partners		633			585
Depreciation and amortization		63			61

Changes in assets and liabilities:
Cash and investments segregated under federal regulations		2,889			(1,099	)
Securities purchased under agreements to resell		(17	)		73
Net payable to clients		(3,059	)		1,316
Net receivable from brokers, dealers and clearing organizations		13			(33	)
Receivable from mutual funds, insurance companies and other		(31	)		(49	)
Securities owned		(60	)		(58	)
Other assets		4			(2	)
Accrued compensation and employee benefits		169			30
Accounts payable, accrued expenses and other		29			41
Net cash provided by operating activities		633			865

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment, property and improvements, net		(55	)		(52	)
Net cash used in investing activities		(55	)		(52	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of partnership interests		73			72
Redemption of partnership interests		(182	)		(174	)
Distributions from partnership capital		(521	)		(551	)
Net cash used in financing activities		(630	)		(653	)
Net (decrease) increase in cash and cash equivalents		(52	)		160

CASH AND CASH EQUIVALENTS:
Beginning of period		1,047			937
End of period	$	995		$	1,097

Cash paid for interest	$	63		$	56
Cash paid for taxes	$	8		$	9

NON-CASH ACTIVITIES:
Issuance of general partnership interests through partnership loans in current period	$	142		$	146

Repayment of partnership loans through distributions from partnership capital in current period	$	110		$	97

The accompanying notes are an integral part of these Consolidated Financial Statements.

The accompanying Consolidated Financial Statements include the accounts of The Jones Financial Companies, L.L.L.P. ("JFC") and all wholly-owned subsidiaries (collectively, the “Partnership”). All material intercompany balances and transactions have been eliminated in consolidation. The results of the Partnership’s subsidiaries in Canada as of August 31, 2017 and November 30, 2016 are included in the Partnership’s Consolidated Statement of Financial Condition and the results for the three and nine month periods ended August 31, 2017 and 2016 are included in the Partnership’s Consolidated Statements of Income 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 one of Edward Jones’ subsidiaries is a registered broker-dealer in Canada. Through these entities, the Partnership primarily serves individual investors in the U.S. and Canada. Edward Jones primarily derives its revenues from the retail brokerage business through the distribution of mutual fund shares to, fees related to assets held by and account services provided to its clients, including investment advisory services, the purchase or sale of securities and insurance products, and principal transactions. The Partnership conducts business throughout the U.S. and Canada with its clients, various brokers, dealers, clearing organizations, depositories and banks. Trust services are offered to Edward Jones’ U.S. clients through Edward Jones Trust Company (“Trust Co.”), a wholly-owned subsidiary of the Partnership.

The Consolidated Financial Statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the U.S. (“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 has evaluated subsequent events through the date these Consolidated Financial Statements were issued and identified no matters requiring disclosure.

The interim financial information included herein is unaudited. However, in the opinion of management, such information includes all adjustments, consisting primarily of normal recurring accruals, which are necessary for a fair statement of the results of interim operations. Certain prior period amounts have been reclassified to conform to the current period presentation.

There have been no material changes to the Partnership’s significant accounting policies as described in Part II, Item 8 – Financial Statements and Supplementary Data – Note 1 of the Partnership's Annual Report on Form 10-K for the year ended December 31, 2016 ("Annual Report"). The results of operations for the three and nine month periods ended September 29, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017. These unaudited Consolidated Financial Statements should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and notes thereto included in the Annual Report.

The Partnership's valuation methodologies for financial assets and financial liabilities measured at fair value and the fair value hierarchy are described in Part II, Item 8 – Financial Statements and Supplementary Data – Note 1 of the Partnership's Annual Report. There have been no material changes to the Partnership's valuation methodologies since December 31, 2016.

The Partnership did not have any assets or liabilities categorized as Level III during the nine and twelve month periods ended September 29, 2017 and December 31, 2016, respectively. In addition, there were no transfers into or out of Levels I, II or III during these periods.

The following tables show the Partnership’s financial assets measured at fair value:

	Financial Assets at Fair Value as of
	September 29, 2017
	Level I		Level II		Level III		Total
Cash equivalents:
Certificates of deposit	$	—	$	251	$	—	$	251

Investments segregated under federal regulations:
U.S. treasuries	$	2,600	$	—	$	—	$	2,600

Securities owned:
Investment securities:
Mutual funds⁽¹⁾	$	239	$	—	$	—	$	239
Government and agency obligations		4		—		—		4
Equities		2		—		—		2
Corporate bonds and notes		—		1		—		1
Total investment securities	$	245	$	1	$	—	$	246

Inventory securities:
State and municipal obligations	$	—	$	38	$	—	$	38
Equities		18		—		—		18
Certificates of deposit		—		14		—		14
Mutual funds		8		—		—		8
Corporate bonds and notes		—		3		—		3
Total inventory securities	$	26	$	55	$	—	$	81

	Financial Assets at Fair Value as of
	December 31, 2016
	Level I		Level II		Level III		Total
Cash equivalents:
Certificates of deposit	$	—	$	150	$	—	$	150

Investments segregated under federal regulations:
U.S. treasuries	$	3,999	$	—	$	—	$	3,999
Certificates of deposit		—		150		—		150
Total investments segregated under federal regulations	$	3,999	$	150	$	—	$	4,149

Securities owned:
Investment securities:
Mutual funds⁽¹⁾	$	209	$	—	$	—	$	209
Government and agency obligations		9		—		—		9
Equities		5		—		—		5
Corporate bonds and notes		—		1		—		1
Total investment securities	$	223	$	1	$	—	$	224

Inventory securities:
Equities	$	17	$	—	$	—	$	17
State and municipal obligations		—		16		—		16
Mutual funds		7		—		—		7
Corporate bonds and notes		—		2		—		2
Other		—		1		—		1
Total inventory securities	$	24	$	19	$	—	$	43

The Partnership makes loans available to those general partners and, in limited circumstances, subordinated limited partners (in each case, other than members of the Executive Committee, as defined in the Partnership’s Nineteenth Amended and Restated Agreement of Registered Limited Liability Limited Partnership, dated June 6, 2014 (the “Partnership Agreement”)), who require financing for some or all of their Partnership capital contributions. In limited circumstances a general partner may withdraw from the Partnership and become a subordinated limited partner while he or she still has an outstanding Partnership loan. It is anticipated that, of the future general and subordinated limited partnership capital contributions (in each case, other than for Executive Committee members) requiring financing, the majority will be financed through Partnership loans. Loans made by the Partnership to such partners are generally for a period of one year but are expected to be renewed and bear interest at the interest rate defined in the loan documents. The Partnership recognizes interest income for the interest earned related to these loans. The outstanding amount of Partnership loans is reflected as a reduction to total Partnership capital. As of September 29, 2017 and December 31, 2016, the outstanding amount of Partnership loans was $298 and $266, respectively. Interest income earned from these loans, which is included in interest and dividends in the Consolidated Statements of Income, was $3 and $9 for the three and nine month periods ended September 29, 2017, respectively, and $3 and $8 for the three and nine month periods ended September 30, 2016, respectively.

The following table shows the roll forward of outstanding Partnership loans for:

The minimum 7.5% annual payment on the face amount of limited partnership capital was $17 and $51 for both the three and nine month periods ended September 29, 2017 and September 30, 2016, respectively. These amounts are included as a component of interest expense in the Consolidated Statements of Income.

The Partnership filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission ("SEC") on January 17, 2014, to register $350 of Interests to be issued pursuant to the Partnership's 2014 Employee Limited Partnership Interest Purchase Plan ("Plan"). The Partnership previously issued approximately $293 of Interests under the Plan. The remaining $57 of Interests may be issued under the Plan at the discretion of the Partnership in the future.

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 Securities Exchange Act of 1934, as amended (“Exchange Act”), and capital compliance rules of the Financial Industry Regulatory Authority (“FINRA”) Rule 4110. 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.

The Partnership’s Canada broker-dealer subsidiary is a registered broker-dealer regulated by the Investment Industry Regulatory Organization of Canada (“IIROC”). Under the regulations prescribed by IIROC, the Partnership’s Canada broker-dealer subsidiary is required to maintain minimum levels of risk-adjusted capital, which are dependent on the nature of the Partnership’s Canada broker-dealer subsidiary’s assets and operations.

The following table shows the Partnership’s net capital figures for its U.S. and Canada broker-dealer subsidiaries as of:

Net capital and the related capital percentages may fluctuate on a daily basis. In addition, Trust Co. was in compliance with its regulatory capital requirements as of September 29, 2017 and December 31, 2016.

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. In addition, the Partnership provides for potential losses that may arise related to other contingencies.

The Partnership assesses its liabilities and contingencies utilizing available information. The Partnership accrues for potential 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 Financial Accounting Standards Board Accounting Standards Codification No. 450, Contingencies. This liability represents the Partnership’s estimate of the probable loss at September 29, 2017, 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 may be adjusted from time to time to reflect any relevant developments.

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 $0 to $8 as of September 29, 2017. This range of reasonably possible loss does not necessarily represent the Partnership's maximum loss exposure as the Partnership was not able to estimate a range of reasonably possible loss for all matters.

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 at September 29, 2017 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.

The Partnership has determined it 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, which primarily occur through a non-guaranteed subsidiary of the Partnership. The U.S. segment information is derived from the Consolidated Financial Statements less the Canada segment information as presented. Pre-variable income represents income before variable compensation expense and before allocations to partners. This is consistent with how management views the segments in order to assess performance.

The following table shows financial information for the Partnership’s reportable segments:

	Three Months Ended						Nine Months Ended
	Sept 29, 2017			Sept 30, 2016			Sept 29, 2017			Sept 30, 2016
Net revenue:
U.S.	$	1,805		$	1,638		$	5,387		$	4,775
Canada		47			45			144			129
Total net revenue	$	1,852		$	1,683		$	5,531		$	4,904

Pre-variable income (loss):
U.S.	$	427		$	358		$	1,225		$	1,115
Canada		(2	)		1			(1	)		(2	)
Total pre-variable income		425			359			1,224			1,113

Variable compensation:
U.S.		208			169			577			517
Canada		6			4			14			11
Total variable compensation		214			173			591			528

Income (loss) before allocations to partners:
U.S.		219			189			648			598
Canada		(8	)		(3	)		(15	)		(13	)
Total income before allocations to partners	$	211		$	186		$	633		$	585

The Partnership derived 14% and 16% of its total revenue for the three and nine month periods ended September 29, 2017, respectively, and 19% and 20% of its total revenue for the three and nine month periods ended September 30, 2016, respectively, from one mutual fund company. The revenue generated from this company relates to business conducted with the Partnership’s U.S. segment. Significant reductions in this revenue due to regulatory reform or other changes to the Partnership’s relationship with this mutual fund company could have a material impact on the Partnership’s results of operations.

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:

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance. The objective of ASU 2014-09 is for a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB deferred the effective date of ASU 2014-09 to the first quarter of 2018. An entity can elect to adopt ASU 2014-09 using one of two methods, either full retrospective adoption to each prior reporting period, or the modified retrospective approach by recognizing the cumulative effect of adoption at the date of initial application. The Partnership expects to adopt the new standard in the first quarter of 2018 using the modified retrospective approach. The Partnership is in the final stages of evaluating the new standard and has not determined the final impact ASU 2014-09 will have on the Consolidated Financial Statements and disclosures; however, it does not expect the impact to be material.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which will be effective for the first quarter of 2018. ASU 2016-01 provides a comprehensive framework for the classification and measurement of financial assets and liabilities. The Partnership has evaluated the new standard and concluded that ASU 2016-01 will not have a material impact on the Consolidated Financial Statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which will be effective for the first quarter of 2019. ASU 2016-02 requires lessees to recognize leases with terms greater than 12 months on the balance sheet as lease assets and lease liabilities. The Partnership is in the process of evaluating the impact of ASU 2016-02 and expects, through the addition of significant lease assets and lease liabilities to the Consolidated Statement of Financial Condition, ASU 2016-02 will have a material impact on the Consolidated Statement of Financial Condition (amount will be dependent on leases outstanding at adoption date), but will not have a material impact on the Consolidated Statement of Income or net capital requirements of Edward Jones.

The following Management’s Discussion and Analysis is intended to help the reader understand the results of operations and the financial condition of the Partnership. Management’s Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in Part I, Item 1 – Financial Statements of this Quarterly Report on Form 10-Q and Part II, Item 8 – Financial Statements and Supplementary Data of the Partnership’s Annual Report. All amounts are presented in millions, except as otherwise noted.

The Partnership broadly categorizes its net revenues into four categories: fee revenue, trade revenue (revenue from client buy or sell transactions of securities), net interest and dividends revenue (net of interest expense) and other revenue. In the Partnership’s Consolidated Statements of Income, fee revenue is composed of asset-based fees and account and activity fees. Asset-based fees are generally a percentage of the total value of specific assets in client accounts. These fees are impacted by client dollars invested in and divested from the accounts which generate asset-based fees and changes in market values of the assets. Account and activity fees and other revenue 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 earned from the purchase or sale of mutual fund shares, equities and insurance products, and principal transactions. Trade revenue is impacted by the number of financial advisors, trading volume (client dollars invested), mix of the products in which clients invest, size of trades, margins earned on the transactions and market volatility. 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.

The following table sets forth the changes in major categories of the Consolidated Statements of Income as well as several related key metrics for the three and nine month periods ended September 29, 2017 and September 30, 2016. Management of the Partnership relies on this financial information and the related metrics to evaluate the Partnership’s operating performance and financial condition.

	Three Months Ended									Nine Months Ended
	Sept 29,			Sept 30,			%			Sept 29,			Sept 30,			%
	2017			2016			Change			2017			2016			Change
Revenue:
Fee revenue:
Asset-based	$	1,316		$	957			38	%	$	3,648		$	2,678			36	%
Account and activity		164			184			-11	%		509			545			-7	%
Total fee revenue		1,480			1,141			30	%		4,157			3,223			29	%
% of net revenue		80	%		68	%					75	%		66	%
Trade revenue		314			495			-37	%		1,200			1,563			-23	%
% of net revenue		17	%		29	%					22	%		32	%
Net interest and dividends		44			33			33	%		128			87			47	%
Other revenue		14			14			0	%		46			31			48	%
Net revenue		1,852			1,683			10	%		5,531			4,904			13	%
Operating expenses		1,641			1,497			10	%		4,898			4,319			13	%
Income before allocations to partners	$	211		$	186			13	%	$	633		$	585			8	%

Related metrics:
Client dollars invested⁽¹⁾:
Trade ($ billions)	$	18		$	25			-28	%	$	66		$	76			-13	%
Advisory programs ($ billions)	$	16		$	24			-33	%	$	59		$	29			103	%
Client households at period end		5.2			5.1			2	%		5.2			5.1			2	%
Net new assets for the period ($ billions)⁽²⁾	$	9		$	10			-10	%	$	35		$	29			21	%
Client assets under care:
Total:
At period end ($ billions)	$	1,074		$	950			13	%	$	1,074		$	950			13	%
Average ($ billions)	$	1,054		$	937			12	%	$	1,022		$	904			13	%
Advisory programs:
At period end ($ billions)	$	290		$	180			61	%	$	290		$	180			61	%
Average ($ billions)	$	279		$	163			71	%	$	252		$	153			65	%
Financial advisors (actual):
At period end		15,795			14,730			7	%		15,795			14,730			7	%
Average		15,586			14,668			6	%		15,271			14,594			5	%
Attrition % (annualized)		6.8	%		9.2	%	n/a				7.1	%		9.4	%	n/a
Dow Jones Industrial Average (actual):
At period end		22,405			18,308			22	%		22,405			18,308			22	%
Average for period		21,882			18,310			20	%		21,093			17,614			20	%
S&P 500 Index (actual):
At period end		2,519			2,168			16	%		2,519			2,168			16	%
Average for period		2,466			2,154			14	%		2,397			2,064			16	%

The Partnership ended the third quarter of 2017 with a record 15,795 financial advisors and $1,074 billion in assets under care.

Financial advisors gathered $9 billion in net new assets during the third quarter of 2017 compared to $10 billion in the third quarter of 2016. Average client assets under care increased 12% for the third quarter of 2017 compared to the same period in 2016, due to net new assets gathered during the past twelve months and increases in the market value of client assets. Higher market values of the underlying client assets held reflected a 14% increase in the average Standard & Poor's 500 Index ("S&P 500 Index") during the third quarter of 2017, compared to the same period in 2016, and a 20% increase in the average Dow Jones Industrial Average during the third quarter of 2017, compared to the same period in 2016.

Advisory programs' average assets under care increased 71% to $279 billion in the third quarter of 2017 compared to $163 billion in the third quarter of 2016 due to the continued investment of client assets into advisory programs driven by the Partnership's expanded advisory offerings, continued client adoption of advisory programs, and changes in available transaction-based retirement account solutions as a result of the implementation of the Department of Labor's ("DOL") fiduciary rule. The majority of the increase in these assets came from existing client assets. In addition, the increase in the underlying client assets held reflected the strong market performance during the third quarter of 2017 compared to the same period in 2016, as discussed above.

Net revenue increased 10% to $1,852 for the third quarter of 2017 compared to the same period in 2016. Results reflected a 38% increase in asset-based fee revenue due to the continued investment of client assets into advisory programs driven by the factors discussed in the previous paragraph and increases in the market value of the underlying client assets held. This increase was partially offset by a 37% decrease in trade revenue, primarily reflecting a reduction in client dollars invested in transaction-based solutions due to the continued investment of client assets into advisory programs.

Operating expenses increased 10% to $1,641 in the third quarter of 2017 compared to 2016, primarily due to an increase in financial advisor compensation, reflecting an increase in revenues on which commissions are earned and growth in the number of financial advisors, an increase in variable compensation, due to the increase in the Partnership's profitability, and higher home office and branch compensation and benefits expense, primarily due to an increase in the number of home office and branch personnel, partially offset by the impact of one less week in the third quarter of 2017 compared to 2016.

Overall, the increase in net revenue, offset by the increase in operating expenses, generated quarterly income before allocations to partners of $211, a 13% increase from the third quarter of 2016.

Nine Months Ended September 29, 2017 versus Nine Months Ended September 30, 2016 Overview

The Partnership surpassed two significant milestones during the first nine months of 2017: 15,000 financial advisors and $1 trillion in assets under care. The Partnership ended the first nine months of 2017 with a record 15,795 financial advisors and $1,074 billion in assets under care.

Financial advisors gathered $35 billion in net new assets during the first nine months of 2017 compared to $29 billion in the first nine months of 2016. Average client assets under care increased 13% for the first nine months of 2017 compared to the same period in 2016, due to net new assets gathered during the year and increases in the market value of client assets. Higher market values of the underlying client assets held reflected a 16% increase in the average S&P 500 Index during the first nine months of 2017, compared to the same period in 2016, and a 20% increase in the average Dow Jones Industrial Average during the first nine months of 2017, compared to the same period in 2016.

Advisory programs' average assets under care increased 65% to $252 billion in the first nine months of 2017 compared to $153 billion in the first nine months of 2016 due to the continued investment of client assets into advisory programs driven by the Partnership's expanded advisory offerings, increased client adoption of advisory programs, and changes in available transaction-based retirement account solutions as a result of the implementation of the DOL fiduciary rule. The majority of the increase in assets came from existing client assets. In addition, the increase in the underlying client assets

held reflected the strong market performance during the first nine months of 2017 compared to the same period in 2016, as discussed above.

Net revenue increased 13% to $5,531 for the first nine months of 2017 compared to the same period in 2016. Results reflected a 36% increase in asset-based fee revenue due to the increased investment of client assets into advisory programs driven by the factors discussed in the previous paragraph and increases in the market value of the underlying client assets held. This increase was partially offset by a 23% decrease in trade revenue, primarily reflecting a reduction in client dollars invested in transaction-based solutions due to the increased investment of client assets into advisory programs.

Operating expenses increased 13% to $4,898 in the first nine months of 2017 compared to 2016, primarily due to an increase in financial advisor compensation, reflecting an increase in revenues on which commissions are earned and certain temporary enhancements to financial advisor compensation, which were implemented in September 2016 and which ended in April 2017, and higher home office and branch compensation and benefits expense, primarily due to an increase in the number of home office and branch personnel.

Overall, the increase in net revenue, offset by the increase in operating expenses, generated income before allocations to partners of $633, an 8% increase from the first nine months of 2016.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 29, 2017 AND SEPTEMBER 30, 2016

The discussion below details the significant fluctuations and drivers for the major categories of the Partnership’s Consolidated Statements of Income.

Fee revenue, which consists of asset-based fees and account and activity fees, increased 30% to $1,480 and 29% to $4,157 in the third quarter and first nine months of 2017, respectively, compared to the same periods in 2016. A discussion of fee revenue components follows.

	Three Months Ended							Nine Months Ended
	Sept 29,		Sept 30,		%			Sept 29,		Sept 30,		%
	2017		2016		Change			2017		2016		Change
Asset-based fee revenue:
Advisory programs fees	$	889	$	543		64	%	$	2,379	$	1,502		58	%
Service fees		314		326		-4	%		939		927		1	%
Revenue sharing		45		48		-6	%		136		139		-2	%
Fund adviser fees		35		15		133	%		93		40		133	%
Cash solutions		23		15		53	%		70		40		75	%
Trust Co. fees		10		10		—			31		30		3	%
Total asset-based fee revenue	$	1,316	$	957		38	%	$	3,648	$	2,678		36	%

Related metrics ($ billions):
Average U.S. client asset values⁽¹⁾:
Mutual fund assets held outside of advisory programs	$	406.9	$	411.7		-1	%	$	403.3	$	399.5		1	%
Advisory programs	$	274.8	$	160.9		71	%	$	249.0	$	150.7		65	%
Insurance	$	81.3	$	75.1		8	%	$	79.7	$	72.9		9	%
Cash solutions	$	24.1	$	21.4		13	%	$	24.2	$	20.9		16	%

Asset-based fee revenue increased 38% to $1,316 and 36% to $3,648 in the third quarter and first nine months of 2017, respectively, compared to the same periods in 2016. These increases were led by an increase in advisory programs fees. Growth in advisory programs fees reflected the cumulative impact of strong levels of net inflows over the last year into advisory programs, which was driven by the Partnership's expanded advisory offerings, continued client adoption of advisory programs, and changes in available transaction-based retirement account solutions as a result of the implementation of the DOL fiduciary rule. In addition, higher market values of the underlying client assets held reflected the strong market performance during the third quarter and first nine months of 2017 compared to the same periods in 2016, as discussed under "Overview" above, resulting in higher advisory program fees. Asset-based fee revenue also increased due to growth in fund adviser fees and cash solutions related to the Edward Jones Money Market Fund, primarily driven by increases in the federal funds rate.

	Three Months Ended							Nine Months Ended
	Sept 29,		Sept 30,		%			Sept 29,		Sept 30,		%
	2017		2016		Change			2017		2016		Change
Account and activity fee revenue:
Shareholder accounting services fees	$	102	$	112		-9	%	$	312	$	334		-7	%
Retirement account fees		29		36		-19	%		91		105		-13	%
Insurance contract service fees		17		16		6	%		49		45		9	%
Other account and activity fees		16		20		-20	%		57		61		-7	%
Total account and activity fee revenue	$	164	$	184		-11	%	$	509	$	545		-7	%

Related metrics:
Average client:
Shareholder accounting holdings serviced		26.7		25.9		3	%		26.5		25.7		3	%
Retirement accounts		6.0		5.5		9	%		5.9		5.4		9	%

Account and activity fee revenue decreased 11% to $164 and 7% to $509 in the third quarter and first nine months of 2017, respectively, compared to the same periods in 2016. These decreases were primarily due to lower shareholder accounting services fees and lower retirement account fees as new and existing clients adopted advisory programs.

Trade revenue, which consists of commissions and principal transactions, decreased 37% to $314 and 23% to $1,200 in the third quarter and first nine months of 2017, respectively, compared to the same periods in 2016. Results reflected a reduction in client dollars invested in transaction-based solutions due to the continued investment of client assets into advisory programs driven by the Partnership's expanded advisory offerings, continued client adoption of advisory programs, and changes in available transaction-based retirement account solutions as a result of the implementation of the DOL fiduciary rule. The Partnership expects this trend may continue. The Partnership continues to evaluate the transaction-based retirement account solutions available, with additional changes possible. Results were also negatively impacted by a decrease in the margin earned and fewer business days in both the third quarter and first nine months of 2017 compared to 2016. A discussion of trade revenue components follows.

	Three Months Ended							Nine Months Ended
	Sept 29,		Sept 30,		%			Sept 29,		Sept 30,		%
	2017		2016		Change			2017		2016		Change
Trade revenue:
Commissions revenue:
Mutual funds	$	118	$	224		-47	%	$	542	$	738		-27	%
Equities		105		149		-30	%		362		441		-18	%
Insurance products		60		78		-23	%		185		221		-16	%
Total commissions revenue	$	283	$	451		-37	%	$	1,089	$	1,400		-22	%
Principal transactions		31		44		-30	%		111		163		-32	%
Total trade revenue	$	314	$	495		-37	%	$	1,200	$	1,563		-23	%

Commissions related metrics:
Client dollars invested ($ billions)	$	12.9	$	20.2		-36	%	$	50.6	$	61.7		-18	%
Margin per $1,000 invested	$	22.0	$	22.3		-1	%	$	21.5	$	22.7		-5	%
U.S. business days		63		68		-7	%		188		189		-1	%

Mutual funds revenue decreased 47% to $118 and 27% to $542 in the third quarter and first nine months of 2017, respectively, compared to the same periods in 2016. The decreases were primarily attributable to fewer client dollars invested due to the factors discussed under "Trade Revenue" above. In addition, results reflected decreases in the margin earned as additional breakpoints were earned by clients, which resulted in lower commissions earned.

Equities revenue decreased 30% to $105 and 18% to $362 in the third quarter and first nine months of 2017, respectively, compared to the same periods in 2016. The decreases were primarily attributable to fewer client dollars invested due to the factors discussed under "Trade Revenue" above and decreases in the margin earned due to slightly larger average trade sizes resulting in lower commissions.

Insurance products revenue decreased 23% to $60 and 16% to $185 in the third quarter and first nine months of 2017, respectively, compared to the same periods in 2016. The decreases were primarily due to a decrease in client dollars invested in annuities due to the factors discussed under "Trade Revenue" above. The decreases were partially offset by an increase in the margin earned as clients shifted their insurance product investments to life insurance products, which earn higher margins.

Principal transactions revenue decreased 30% to $31 and 32% to $111 in the third quarter and first nine months of 2017, respectively, compared to the same periods in 2016. Results primarily reflected decreases in client dollars invested in equity unit investment trusts due to a reduction in the number of products offered by the Partnership in 2017.

	Three Months Ended									Nine Months Ended
	Sept 29,			Sept 30,			%			Sept 29,			Sept 30,			%
	2017			2016			Change			2017			2016			Change
Net interest and dividends revenue:
Client loan interest	$	34		$	36			-6	%	$	99		$	99			—
Short-term investing interest		30			12			150	%		79			32			147	%
Other interest and dividends		5			4			25	%		14			12			17	%
Limited partnership interest expense		(17	)		(17	)		—			(51	)		(51	)		—
Other interest expense		(8	)		(2	)		300	%		(13	)		(5	)		160	%
Total net interest and dividends revenue	$	44		$	33			33	%	$	128		$	87			47	%

Related metrics:
Average aggregate client loan balance	$	2,925		$	2,926			—		$	2,893		$	2,898			—
Average rate earned		4.75	%		4.52	%		5	%		4.62	%		4.55	%		2	%

Weighted average short-term funds invested⁽¹⁾	$	11,640		$	12,000			-3	%	$	13,046		$	11,349			15	%
Weighted average rate earned		1.00	%		0.39	%		156	%		0.80	%		0.37	%		116	%

Weighted average $1,000 equivalent limited partnership units outstanding		894,852			906,511			-1	%		898,374			910,555			-1	%

Net interest and dividends revenue increased 33% to $44 and 47% to $128 in the third quarter and first nine months of 2017, respectively, compared to the same periods in 2016. Results were driven by increases in short-term investing interest primarily due to increases in the weighted average rate earned reflecting increases in the federal funds rate.

	Three Months Ended							Nine Months Ended
	Sept 29,		Sept 30,		%			Sept 29,		Sept 30,		%
	2017		2016		Change			2017		2016		Change
Operating expenses:
Compensation and benefits:
Financial advisor	$	762	$	688		11	%	$	2,331	$	1,979		18	%
Home office and branch		336		330		2	%		996		923		8	%
Variable compensation		214		173		24	%		591		528		12	%
Total compensation and benefits		1,312		1,191		10	%		3,918		3,430		14	%

Occupancy and equipment		105		101		4	%		310		297		4	%
Communications and data processing		80		77		4	%		242		220		10	%
Fund sub-adviser fees		26		15		73	%		70		40		75	%
Advertising		17		17		—			61		56		9	%
Professional and consulting fees		17		19		-11	%		52		47		11	%
Postage and shipping		16		13		23	%		49		38		29	%
Other operating expenses		68		64		6	%		196		191		3	%
Total operating expenses	$	1,641	$	1,497		10	%	$	4,898	$	4,319		13	%

Related metrics (actual):
Number of branches:
At period end		13,314		12,812		4	%		13,314		12,812		4	%
Average		13,224		12,743		4	%		13,104		12,640		4	%
Financial advisors:
At period end		15,795		14,730		7	%		15,795		14,730		7	%
Average		15,586		14,668		6	%		15,271		14,594		5	%
Branch office administrators⁽¹⁾:
At period end		15,259		14,668		4	%		15,259		14,668		4	%
Average		15,292		14,713		4	%		15,151		14,583		4	%
Home office associates^(1):
At period end		6,478		6,058		7	%		6,478		6,058		7	%
Average		6,539		6,119		7	%		6,483		6,007		8	%
Home office associates⁽¹⁾ per 100 financial advisors (average)		42.0		41.7		1	%		42.5		41.2		3	%
Branch office administrators⁽¹⁾ per 100 financial advisors (average)		98.1		100.3		-2	%		99.2		99.9		-1	%
Average operating expenses per financial advisor⁽²⁾	$	40,998	$	42,337		-3	%	$	124,812	$	121,420		3	%

For the three month period ended September 29, 2017, operating expenses increased 10% to $1,641 compared to the three month period ended September 30, 2016, primarily due to a $121 increase in compensation and benefits (described below), partially offset by the impact of one less week in the third quarter of 2017 compared to the same period in 2016.

Financial advisor compensation and benefits expense increased 11% in the third quarter of 2017 primarily due to an increase in revenues on which commissions are earned, as well as growth in the number of financial advisors and increased participation in the Partnership's compensation initiatives.

Home office and branch compensation and benefits expense increased 2% in the third quarter of 2017 primarily due to an increase in the number of personnel to support increased client activity and the growth of the Partnership’s financial advisor network, as well as higher wages and healthcare costs, partially offset by the impact of one less week in the third quarter of 2017 compared to the same period in 2016. The average number of the Partnership’s home office associates and branch office administrators ("BOAs") increased 7% and 4%, respectively.

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. Variable compensation increased 24% in the third quarter of 2017 to $214 due to an increase in the Partnership's profitability.

The Partnership uses the ratios of both the number of home office associates and the number of BOAs per 100 financial advisors, as well as the average operating expense per financial advisor, as key metrics in managing its costs. In the third quarter of 2017, the average number of home office associates and BOAs per 100 financial advisors increased 1% and decreased 2%, respectively. The average operating expense per financial advisor decreased 3% primarily due to the impact of spreading operating costs over more financial advisors and the impact of one less week in the third quarter of 2017 compared to the same period in 2016. The Partnership’s longer term strategy is to grow its financial advisor network at a faster pace than its home office and branch support staff.

For the nine month period ended September 29, 2017, operating expenses increased 13% to $4,898 compared to the nine month period ended September 30, 2016, primarily due to a $488 increase in compensation and benefits (described below).

Financial advisor compensation and benefits expense increased 18% in the first nine months of 2017 primarily due to an increase in revenues on which commissions are earned, as well as growth in the number of financial advisors and increased participation in the Partnership's compensation initiatives. Additionally, to support financial advisors' efforts through the recent implementation of the DOL fiduciary rule, the Partnership implemented certain temporary enhancements to financial advisor compensation in September 2016. These enhancements, which ended in April 2017, resulted in higher financial advisor compensation in the first nine months of 2017.

Home office and branch compensation and benefits expense increased 8% in the first nine months of 2017 primarily due to an increase in the number of personnel to support increased client activity and the growth of the Partnership’s financial advisor network, as well as higher wages and healthcare costs. The average number of the Partnership’s home office associates and BOAs increased 8% and 4%, respectively. Variable compensation increased 12% in the first nine months of 2017 to $591 due to an increase in the Partnership's profitability.

In the first nine months of 2017, the average number of home office associates and BOAs per 100 financial advisors increased 3% and decreased 1%, respectively. The average operating expense per financial advisor increased 3% in the first nine months of 2017 primarily due to an increase in home office and branch compensation and benefits expense, partially offset by the impact of spreading those costs over more financial advisors.

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. Pre-variable income represents income before variable compensation expense and before allocations to partners. This is consistent with how management views the segments in order to assess performance.

The following table shows financial information for the Partnership’s reportable segments.

	Three Months Ended									Nine Months Ended
	Sept 29,			Sept 30,			%			Sept 29,			Sept 30,			%
	2017			2016			Change			2017			2016			Change
Net revenue:
U.S.	$	1,805		$	1,638			10	%	$	5,387		$	4,775			13	%
Canada		47			45			4	%		144			129			12	%
Total net revenue		1,852			1,683			10	%		5,531			4,904			13	%

Operating expenses (excluding variable compensation):
U.S.		1,378			1,280			8	%		4,162			3,660			14	%
Canada		49			44			11	%		145			131			11	%
Total operating expenses		1,427			1,324			8	%		4,307			3,791			14	%

Pre-variable income (loss):
U.S.		427			358			19	%		1,225			1,115			10	%
Canada		(2	)		1			-300	%		(1	)		(2	)		50	%
Total pre-variable income		425			359			18	%		1,224			1,113			10	%

Variable compensation:
U.S.		208			169			23	%		577			517			12	%
Canada		6			4			50	%		14			11			27	%
Total variable compensation		214			173			24	%		591			528			12	%

Income (loss) before allocations to partners:
U.S.		219			189			16	%		648			598			8	%
Canada		(8	)		(3	)		-167	%		(15	)		(13	)		-15	%
Total income before allocations to partners	$	211		$	186			13	%	$	633		$	585			8	%

Client assets under care ($ billions):
U.S.
At period end	$	1,050.8		$	930.3			13	%	$	1,050.8		$	930.3			13	%
Average	$	1,031.0		$	917.4			12	%	$	1,000.1		$	885.3			13	%
Canada
At period end	$	23.5		$	20.0			18	%	$	23.5		$	20.0			18	%
Average	$	22.9		$	19.7			16	%	$	21.7		$	18.7			16	%

Net new assets for the period ($ billions):
U.S.	$	8.3		$	9.6			-14	%	$	33.6		$	27.7			21	%
Canada	$	0.4		$	0.3			33	%	$	1.3		$	1.0			30	%

Financial advisors (actual):
U.S.
At period end		15,079			14,072			7	%		15,079			14,072			7	%
Average		14,885			14,006			6	%		14,591			13,932			5	%
Canada
At period end		716			658			9	%		716			658			9	%
Average		701			662			6	%		680			662			3	%

For the three month period ended September 29, 2017, net revenue increased 10% ($167) compared to the three month period ended September 30, 2016. The increase in net revenue was primarily due to an increase in asset-based fee revenue, partially offset by a decrease in trade revenue. Asset-based fee revenue increased 38% ($353), led by an increase in advisory programs fees. Growth in advisory programs fees reflected the cumulative impact of strong levels of net inflows over the last year into advisory programs, which was driven by the Partnership's expanded advisory offerings, continued client adoption of advisory programs, and changes in available transaction-based retirement account solutions as a result of the implementation of the DOL fiduciary rule. In addition, higher market values of the underlying client assets held reflected strong market performance, resulting in higher advisory program fees. Trade revenue decreased 37% ($179) primarily reflecting a reduction in client dollars invested in transaction-based solutions due to the continued investment of client assets into advisory programs and lower margins earned.

Operating expenses (excluding variable compensation) increased 8% ($98) in the third quarter of 2017 primarily due to an increase in compensation and benefits for financial advisors, partially offset by the impact of one less week in the third quarter of 2017 compared to the same period in 2016. Financial advisor compensation and benefits expense increased primarily due to an increase in revenues on which commissions are earned, as well as growth in the number of financial advisors.

For the nine month period ended September 29, 2017, net revenue increased 13% ($612) compared to the nine month period ended September 30, 2016. The increase in net revenue was primarily due to an increase in asset-based fee revenue, partially offset by a decrease in trade revenue. Asset-based fee revenue increased 36% ($951), led by an increase in advisory programs fees due to the factors discussed above. Trade revenue decreased 24% ($359) primarily reflecting a reduction in client dollars invested in transaction-based solutions due to the increased investment of client assets into advisory programs and lower margins earned.

Operating expenses (excluding variable compensation) increased 14% ($502) in the first nine months of 2017 primarily due to increases in compensation and benefits for financial advisors and home office and branch personnel. Financial advisor compensation and benefits expense increased primarily due to an increase in revenues on which commissions are earned and the temporary enhancements to compensation to support financial advisors' efforts through the recent implementation of the DOL fiduciary rule. Home office and branch compensation and benefits expense increased primarily due to an increase in the number of personnel to support the growth of the Partnership’s financial advisor network, as well as higher wages and healthcare costs.

Net revenue increased 4% ($2) and 12% ($15) in the third quarter and first nine months of 2017, respectively, compared to the same periods in 2016. The increases in net revenue for both periods were primarily due to increases in asset-based fee revenue, largely attributable to continued investment of client assets into advisory programs.

Operating expenses (excluding variable compensation) increased 11% ($5) and 11% ($14) in the third quarter and first nine months of 2017, respectively, primarily due to an increase in financial advisor compensation and benefits expense attributable to the increase in revenues on which commissions are earned and growth in the number of financial advisors.

The Partnership remains focused on achieving profitability in Canada. This includes several long-term initiatives to increase revenue and control expenses. Revenue initiatives include a plan to grow the number of financial advisors, client assets under care and the depth of financial solutions provided to clients.

As discussed more fully in Part I, Item 1A – Risk Factors – Risk Related to the Partnership's Business – Legislative and Regulatory Initiatives of the Partnership’s Annual Report, which is supplemented by Part II, Item 1A – Risk Factors – Legislative and Regulatory Initiatives in this Quarterly Report on Form 10-Q and the Quarterly Reports on Form 10-Q for the periods ended March 31, 2017 and June 30, 2017, the Partnership continues to monitor several regulatory initiatives and proposed, potential and enacted federal and state legislation, rules and regulations ("Legislative and Regulatory Initiatives"), including the possibility of a universal fiduciary standard of care applicable to both broker-dealers and investment advisers under the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act"), the DOL fiduciary rule and the potential for new legislation, including tax legislation.

There is a high degree of uncertainty surrounding Legislative and Regulatory Initiatives. 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.

DOL Fiduciary Rule. The DOL issued its final rule defining the term "fiduciary" and exemptions related thereto in the context of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and retirement accounts in April 2016. Certain provisions of the rule, including the impartial conduct standards, became applicable on June 9, 2017, with the remaining provisions scheduled to become applicable on January 1, 2018, for which the DOL has proposed an extension to July 1, 2019. On February 3, 2017, a Presidential Memorandum was issued that directed the DOL (i) to examine the rule to determine, among other things, whether it may adversely affect the ability of Americans to gain access to retirement information and retirement advice, (ii) as part of this examination, to prepare an updated economic and legal analysis concerning the likely impact of the rule, and (iii) to rescind or revise the rule, if the DOL makes certain affirmative determinations regarding the rule's impact. In light of this directive, the DOL is currently reviewing the rule.

The Partnership has dedicated significant resources to interpret and implement the rule, including its personnel, information systems resources and financial resources. Implementation of the rule required changes in the manner in which the Partnership serves clients with retirement accounts, which is a substantial portion of the Partnership's business. As a result, the Partnership's solutions available to retirement accounts include fee-based solutions, such as its advisory programs, and certain transaction-based solutions using the Best Interest Contract Exemption. The Partnership continues to evaluate the solutions available to retirement accounts, with additional changes possible.

Historically, the Partnership has served a majority of retirement accounts using transaction-based solutions. After the applicability date of the rule, clients may choose a higher percentage of fee-based solutions than historical practices, and not all solutions traditionally provided will be available for all transaction-based retirement accounts. Accordingly, the Partnership likely will experience a decrease in transaction-based revenue and an increase in fee-based revenue. The Partnership cannot predict at this time the overall impact of the rule on its financial condition, results of operations and liquidity.

The Partnership estimates approximately 75% of its total revenue was derived from sales and services related to mutual fund and insurance products for the three and nine month periods ended September 29, 2017 and September 30, 2016. In addition, the Partnership derived 14% and 16% of its total revenue for the three and nine month periods ended September 29, 2017, respectively, and 19% and 20% of its total revenue for the three and nine month periods ended September 30, 2016, respectively, from one mutual fund company. The revenue generated from this company relates to business conducted with the Partnership’s U.S. segment.

Significant reductions in these revenues due to regulatory reform or other changes to the Partnership’s relationship with mutual fund companies could have a material adverse effect on the Partnership’s results of operations, financial condition, and liquidity.

The Partnership requires liquidity to cover its operating expenses, net capital requirements, capital expenditures, distributions to partners and redemptions of Partnership interests. The principal sources for meeting the Partnership’s liquidity requirements include existing liquidity and capital resources of the Partnership, discussed further below, and funds generated from operations. The Partnership believes that the liquidity provided by these sources 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 debt and additional Partnership capital, the proceeds of which could be used to meet growth needs or for other purposes.

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 general partner earnings.

The Partnership filed a Registration Statement on Form S-8 with the SEC on January 17, 2014, to register $350 of Interests to be issued pursuant to the Plan. The Partnership previously issued approximately $293 of Interests under the Plan. The remaining $57 of Interests may be issued under the Plan at the discretion of the Partnership in the future. The issuance of Interests reduces the Partnership’s net interest income and profitability.

The Partnership’s capital subject to mandatory redemption at September 29, 2017, net of reserve for anticipated withdrawals, was $2,483, an increase of $66 from December 31, 2016. This increase in Partnership capital subject to mandatory redemption was primarily due to the retention of general partner earnings ($65) and additional capital contributions related to limited partner, subordinated limited partner and general partner interests ($1, $60 and $154, respectively), partially offset by the net increase in Partnership loans outstanding ($32) and redemption of limited partner, subordinated limited partner and general partner interests ($9, $13 and $160, respectively). During both the three and nine month periods ended September 29, 2017 and September 30, 2016, 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 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 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 to be repaid their capital in three equal annual installments beginning no earlier than 90 days after their withdrawal notice is received by the Managing Partner (as defined in the Partnership Agreement). 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 contributed capital is received by the Managing Partner. The Partnership’s Managing Partner has discretion to waive or modify these withdrawal restrictions and to accelerate the return of capital.

The Partnership makes loans available to those general partners and, in limited circumstances, subordinated limited partners (in each case, other than members of the Executive Committee) who require financing for some or all of their Partnership capital contributions. In limited circumstances a general partner may withdraw from the Partnership and become a subordinated limited partner while he or she still has an outstanding Partnership loan. It is anticipated that, of the future general and subordinated limited partnership capital contributions (in each case, other than for Executive Committee members) requiring financing, the majority will be financed through Partnership loans. Loans made by the Partnership to such partners are generally for a period of one year but are expected to be renewed and bear interest at the interest rate defined in the loan documents. The Partnership recognizes interest income for the interest earned related to these loans. 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 5% 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 Partnership loans will have an adverse impact on the Partnership’s short-term liquidity or capital resources.

Any partner may also choose to have individual banking arrangements for their Partnership capital contributions. Any bank financing of capital contributions is in the form of unsecured bank loan agreements and is between the individual and the bank. The Partnership does not guarantee these bank loans, nor can the partner pledge his or her Partnership interest as collateral for the bank loan. The Partnership performs certain administrative functions in connection with its limited partners who have elected to finance a portion of their Partnership capital contributions through individual unsecured bank loan agreements from banks with whom the Partnership has other banking relationships. For all limited partner capital contributions financed through such bank loan agreements, each agreement instructs the Partnership to apply the proceeds from the redemption of that individual’s capital account to the repayment of the limited partner’s bank loan prior to any funds being released to the partner. In addition, the partner is required to apply Partnership earnings, net of any distributions to pay taxes, to service the interest and principal on the bank loan. Should a partner’s individual bank loan not be renewed upon maturity for any reason, the Partnership could experience increased requests for capital liquidations, which could adversely impact the Partnership’s liquidity. In addition, 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 any of these banks increase credit available to the partners, financing available to the Partnership itself may be reduced.

The Partnership, while not a party to any partner unsecured bank loan agreements, does facilitate making payments of allocated income to certain banks on behalf of the limited partner. The following table represents amounts related to Partnership loans as well as limited partner bank loans (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.

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.

The following table shows the composition of the Partnership’s aggregate bank lines of credit in place as of:

In November 2013, the Partnership entered into a $400 committed unsecured revolving line of credit ("2013 Credit Facility"), which expires in November 2018. The 2013 Credit Facility is intended to provide short-term liquidity to the Partnership should the need arise. In accordance with the terms of the 2013 Credit Facility, the Partnership is required to maintain a leverage ratio of no more than 35% and minimum Partnership capital, net of reserve for anticipated withdrawals, of at least $1,382 plus 50% of subsequent issuances of Partnership capital. As of September 29, 2017, the Partnership was in compliance with all covenants related to the 2013 Credit Facility. In addition, the Partnership has uncommitted lines of credit that are subject to change at the discretion of the banks. 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 availability on the uncommitted secured lines is based on client margin securities and firm-owned securities, which would serve as collateral on loans in the event the Partnership borrowed against these lines.

There were no amounts outstanding on the 2013 Credit Facility or the uncommitted lines of credit as of September 29, 2017 and December 31, 2016. In addition, the Partnership did not have any draws against these lines of credit during the nine month period ended September 29, 2017. Overnight draws were made on the uncommitted facility in April 2017 and September 2017 and the 2013 Credit Facility in September 2017 for the purpose of testing draw procedures.

As of September 29, 2017, the Partnership had $995 in cash and cash equivalents and $909 in securities purchased under agreements to resell, which generally have maturities of less than one week. This totaled to $1,904 of Partnership liquidity as of September 29, 2017, a 2% ($35) decrease from $1,939 at December 31, 2016. This decrease was primarily due to timing of daily client cash activity in relation to the weekly segregation requirement. The Partnership had $9,791 and $12,680 in cash and investments segregated under federal regulations as of September 29, 2017 and December 31, 2016, respectively, which was not available for general use. The decline in cash and investments segregated under federal regulations was primarily attributed to the purchase of securities in client retirement accounts before the implementation of the DOL fiduciary rule on June 9, 2017 and client adoption of advisory programs.

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 $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 the 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.

The Partnership’s Canada broker-dealer subsidiary is a registered broker-dealer regulated by IIROC. Under the regulations prescribed by IIROC, the Partnership's Canada broker-dealer subsidiary is required to maintain minimum levels of risk-adjusted capital, which are dependent on the nature of the Partnership’s Canada broker-dealer subsidiary's assets and operations.

The following table shows the Partnership’s net capital figures for its U.S. and Canada broker-dealer subsidiaries as of:

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 recoverable through increased prices of services offered by the Partnership.

Refer to Part I, Item 1 – Financial Statements – Note 8 to this Quarterly Report for a discussion of recently issued accounting standards.

This Quarterly Report on Form 10-Q, and in particular Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of the federal securities laws. You can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “will,” “should,” and other expressions which predict or indicate future events and trends and which do not relate to historical matters. You should not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Partnership. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Partnership to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.

Some of the factors that might cause differences between forward-looking statements and actual events include, but are not limited to, the following: (1) general economic conditions, including an economic downturn or volatility in the U.S. and/or global securities markets; (2) regulatory actions; (3) changes in legislation or regulation, including new regulations under the Dodd-Frank Act and rules promulgated by the DOL, including, without limitation, rules promulgated under ERISA; (4) actions of competitors; (5) litigation; (6) the ability of clients, other broker-dealers, banks, depositories and clearing organizations to fulfill contractual obligations; (7) changes in interest rates; (8) changes in technology and other technology-related risks; (9) a fluctuation or decline in the fair value of securities; (10) our ability to attract and retain qualified financial advisors and other employees; and (11) the risks discussed under Part I, Item 1A – Risk Factors in the Partnership’s Annual Report and Part II, Item 1A – Risk Factors in the Partnership's Quarterly Reports on Form 10-Q for the periods ended March 31, 2017, June 30, 2017 and September 29, 2017. These forward-looking statements were based on information, plans, and estimates at the date of this report, 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.

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 the Partnership’s 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 receivables from clients on margin balances and short-term investments, which averaged $2.9 billion and $13.0 billion, respectively, for the nine month period ended September 29, 2017. 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 and other interest and non-interest bearing liabilities.

The Partnership performed an analysis of its financial instruments and assessed the related interest rate risk and materiality in accordance with the SEC rules. Under current market conditions and based on current levels of interest earning assets and the liabilities that finance these assets, the Partnership estimates that a 100 basis point (1.00%) increase in short-term interest rates could increase its annual net interest income by approximately $32. 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 $89. A decrease in short-term interest rates currently has a more significant impact on net interest income due to a minimal reduction in interest expense because of the low interest rate environment. The Partnership has two distinct types of interest earning assets: client receivables from margin accounts and short-term, primarily overnight, investments, which are primarily comprised of cash and cash equivalents, investments segregated under federal regulations, and securities purchased under agreements to resell. These investments earned interest at an average rate of approximately 80 basis points (0.80%) in the first nine months of 2017. The Partnership has put in place an interest rate floor for the interest charged related to its client margin loans, which helps to limit the negative impact of declining interest rates.

The Partnership maintains a system of disclosure controls and procedures which are designed to ensure that information required to be disclosed by the Partnership in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. This information is accumulated and communicated to management, including the Partnership’s certifying officers, as appropriate to allow timely decisions regarding required disclosure.

Based upon an evaluation performed as of the end of the period covered by this report, the Partnership’s certifying officers, the Chief Executive Officer and the Chief Financial Officer, have concluded that the Partnership’s disclosure controls and procedures were effective as of September 29, 2017.

There have been no changes in the Partnership’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

The following information supplements the discussion in Part I, Item 3 – Legal Proceedings in the Partnership's Annual Report and the discussion in Part II, Item 1 – Legal Proceedings in the Partnership's Quarterly Reports on Form 10-Q for the periods ended March 31, 2017 and June 30, 2017.

Wage-and-Hour Class Action. On September 22, 2017, Edward Jones was named as a defendant in a purported class action lawsuit (White v. Edward D. Jones & Co., L.P.) filed in the U.S. District Court for the Northern District of Ohio by a branch office administrator. The lawsuit was brought under the Fair Labor Standards Act as well as the Ohio wage-and-hour statute and alleges that Edward Jones underpaid overtime compensation to hourly employees. The lawsuit seeks compensatory damages in the amount of the unpaid wages as well as liquidated damages in an equal amount. Edward Jones has not yet responded to the complaint but intends to vigorously defend against the allegations in this lawsuit.

For information regarding risk factors affecting the Partnership, please see the language in Part I, Item 2 – Forward-looking Statements of this Quarterly Report on Form 10-Q and the discussion in Part I, Item 1A – Risk Factors of the Partnership's Annual Report and Part II, Item 1A – Risk Factors of the Quarterly Reports on Form 10-Q for the periods ended March 31, 2017 and June 30, 2017. The following risk factors supplement and update the risk factors in Part I, Item 1A – Risk Factors – in the Partnership's Annual Report.

Legislative and Regulatory Initiatives — Legislative and Regulatory Initiatives could significantly impact the regulation and operation of the Partnership. 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 self-regulatory organizations ("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. 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 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 which would adversely impact profitability.

The Partnership continues to monitor several Legislative and Regulatory Initiatives, including, but not limited to:

The Dodd-Frank Act. The Dodd-Frank Act, signed into law in July 2010, includes provisions that could potentially impact the Partnership’s operations. Since the passage of the Dodd-Frank Act, the Partnership has not been required to enact material changes to its operations. However, the Partnership continues to review and evaluate the provisions of the Dodd-Frank Act and the impending rules to determine what impact or potential impact they may have on the financial services industry, the Partnership and its operations. Among the numerous potentially impactful provisions in the Dodd-Frank Act are: (i) pursuant to Section 913 of the Dodd-Frank Act, the SEC staff issued a study recommending a universal fiduciary standard of care applicable to both broker-dealers and investment advisers when providing personalized investment advice about securities to retail clients, and such other clients as the SEC provides by rule; and (ii) pursuant to Section 914 of the Dodd-Frank Act, a new SRO to regulate investment advisers could be proposed. In addition, the Dodd-Frank Act contains new or enhanced regulations that could impact specific securities products offered by the Partnership to investors and specific securities transactions. Proposed rules related to all of these provisions have not yet been adopted by regulators. The Partnership cannot predict what impact any such rules, if adopted, would have on the Partnership.

DOL Fiduciary Rule. The DOL issued its final rule defining the term "fiduciary" and exemptions related thereto in the context of ERISA and retirement accounts in April 2016. Certain provisions of the rule, including the impartial conduct standards, became applicable on June 9, 2017, with the remaining provisions scheduled to become applicable on January 1, 2018, for which the DOL has proposed an extension to July 1, 2019. On February 3, 2017, a Presidential Memorandum was issued that directed the DOL (i) to examine the rule to determine, among other things, whether it may adversely affect the ability of Americans to gain access to retirement information and retirement advice, (ii) as part of this examination, to prepare an updated economic and legal analysis concerning the likely impact of the rule, and (iii) to rescind or revise the rule, if the DOL makes certain affirmative determinations regarding the rule's impact. In light of this directive, the DOL is currently reviewing the rule.

Possible Tax Law Changes – Legislative changes to the Internal Revenue Code or state laws may substantially reduce a limited partner's after-tax return from his or her Partnership Interest.

Federal tax reform, if enacted, could have an adverse impact on a limited partner’s return on his or her Partnership Interest to the extent such reforms increase the tax rate on a limited partner's share of taxable income from Partnership earnings or impose an additional tax on the Partnership or its limited partners. Legislation was recently proposed, but at this time it is unclear what reforms, if any, would become law and how, if at all, they may affect the Partnership or its limited partners.

Congress recently made changes to the partnership tax audit procedures (the “New Audit Procedures”). The U.S. Department of the Treasury has proposed regulations to implement the New Audit Procedures. It is unclear when these regulations will be finalized. Generally, the New Audit Procedures require the Partnership to designate a partnership representative for audits with the Internal Revenue Service ("IRS"). In addition, under the New Audit Procedures, the Partnership, rather than its partners, are generally responsible for the payment of any tax, interest, and penalties that the IRS may assess for a given tax year. The Partnership makes such payment in the year the IRS makes an assessment. The individuals who are partners in the year such payment is made, rather than the individuals who are partners in the audited year, bear the economic burden of such payment.

During the quarter ended September 29, 2017, the Partnership issued subordinated limited partnership interests (the “SLP Interests”), which are fully described in the Partnership Agreement. The Partnership issued the SLP Interests pursuant to Regulation D under the Securities Act of 1933, as amended, on July 21, 2017, to current general partners of the Partnership for an aggregate price of $7,489,469.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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:

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒	(do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☐

		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Consolidated Statements of Financial Condition	3
	Consolidated Statements of Income	4
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31

Item 4.	Controls and Procedures	32

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 6.	Exhibits	35

	Signatures	38

	September 29,			December 31,
	2017			2016
U.S.:
Net capital	$	1,044		$	998
Net capital in excess of the minimum required	$	899		$	941
Net capital as a percentage of aggregate debit items		36.1	%		35.0	%
Net capital after anticipated capital withdrawals, as a percentage of aggregate debit items		21.4	%		23.1	%

Canada:
Regulatory risk adjusted capital	$	40		$	37
Regulatory risk adjusted capital in excess of the minimum required to be held by IIROC	$	29		$	33

	As of September 29, 2017
	Limited Partnership Interests			Subordinated Limited Partnership Interests			General Partnership Interests			Total Partnership Interests
Total Partnership capital⁽¹⁾	$	894		$	473		$	1,414		$	2,781
Partnership capital owned by partners with individual loans	$	138		$	5		$	780		$	923
Partnership capital owned by partners with individual loans as a percent of total Partnership capital		15	%		1	%		55	%		33	%

Individual loans:
Individual bank loans	$	34		$	—		$	—		$	34
Individual Partnership loans		—			3			295			298
Total individual loans	$	34		$	3		$	295		$	332
Individual loans as a percent of total Partnership capital		4	%		1	%		21	%		12	%
Individual loans as a percent of respective Partnership capital owned by partners with loans		25	%		60	%		38	%		36	%

	September 29,			December 31,
	2017			2016			% Change
U.S.:
Net capital	$	1,044		$	998			5	%
Net capital in excess of the minimum required	$	899		$	941			-4	%
Net capital as a percentage of aggregate debit items		36.1	%		35.0	%		3	%
Net capital after anticipated capital withdrawals, as a percentage of aggregate debit items		21.4	%		23.1	%		-7	%

Canada:
Regulatory risk adjusted capital	$	40		$	37			8	%
Regulatory risk adjusted capital in excess of the minimum required to be held by IIROC	$	29		$	33			-12	%

	Nine Months Ended
	September 29,			September 30,
	2017			2016
Partnership loans outstanding at beginning of period	$	266		$	218
Partnership loans issued during the period		142			146
Repayment of Partnership loans during the period		(110	)		(97	)
Total Partnership loans outstanding	$	298		$	267

	Gross amounts of		Gross amounts offset in the Consolidated Statements of		Net amounts presented in the Consolidated Statements of		Gross amounts not offset in the Consolidated Statements of Financial Condition
	recognized assets		Financial Condition		Financial Condition		Financial instruments		Securities collateral⁽¹⁾			Net amount
Sept 29, 2017	$	909		—		909		—		(909	)	$	—
Dec 31, 2016	$	892		—		892		—		(892	)	$	—

Exhibit Number	Description
3.1		*	Nineteenth Amended and Restated Agreement of Registered Limited Liability Limited Partnership, dated June 6, 2014, incorporated by reference from Exhibit 3.1 to The Jones Financial Companies, L.L.L.P. Form 8-K dated June 6, 2014.
3.2		*	Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated January 30, 2015, incorporated by reference from Exhibit 3.2 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the year ended December 31, 2014.
3.3		*	First Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated March 9, 2015, incorporated by reference from Exhibit 3.3 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the year ended December 31, 2014.
3.4		*	Second Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated April 7, 2015, incorporated by reference from Exhibit 3.1 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended March 27, 2015.
3.5		*	Third Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated May 12, 2015, incorporated by reference from Exhibit 3.1 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 26, 2015.
3.6		*	Fourth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated June 24, 2015, incorporated by reference from Exhibit 3.2 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 26, 2015.
3.7		*	Fifth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated July 27, 2015, incorporated by reference from Exhibit 3.3 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 26, 2015.
3.8		*	Sixth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated August 24, 2015, incorporated by reference from Exhibit 3.1 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 25, 2015.
3.9		*	Seventh Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated September 21, 2015, incorporated by reference from Exhibit 3.2 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 25, 2015.
3.10		*	Eighth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated October 26, 2015, incorporated by reference from Exhibit 3.3 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 25, 2015.
3.11		*	Ninth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated November 20, 2015, incorporated by reference from Exhibit 3.2 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
3.12		*	Tenth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated January 22, 2016, incorporated by reference from Exhibit 3.3 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2015.


Exhibit Number		Description
3.13	*	Eleventh Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated February 16, 2016, incorporated by reference from Exhibit 3.4 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
3.14	*	Twelfth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated March 21, 2016, incorporated by reference from Exhibit 3.1 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended March 25, 2016.
3.15	*	Thirteenth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated April 26, 2016, incorporated by reference from Exhibit 3.2 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended March 25, 2016.
3.16	*	Fourteenth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated May 23, 2016, incorporated by reference from Exhibit 3.1 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 24, 2016.
3.17	*	Fifteenth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated June 22, 2016, incorporated by reference from Exhibit 3.2 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 24, 2016.
3.18	*	Sixteenth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated July 20, 2016, incorporated by reference from Exhibit 3.3 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 24, 2016.
3.19	*	Seventeenth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated August 25, 2016, incorporated by reference from Exhibit 3.1 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 30, 2016.
3.20	*	Eighteenth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated September 21, 2016, incorporated by reference from Exhibit 3.2 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 30, 2016.
3.21	*	Nineteenth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated October 19, 2016, incorporated by reference from Exhibit 3.3 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 30, 2016.
3.22	*	Twentieth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated November 17, 2016, incorporated by reference from Exhibit 3.22 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
3.23	*	Twenty-First Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated December 21, 2016, incorporated by reference from Exhibit 3.23 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
3.24	*	Twenty-Second Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated January 25, 2017, incorporated by reference from Exhibit 3.24 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2016.


Exhibit Number		Description
3.25	*	Twenty-Third Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated February 22, 2017, incorporated by reference from Exhibit 3.25 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
3.26	*	Twenty-Fourth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated April 25, 2017, incorporated by reference from Exhibit 3.26 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended March 31, 2017.
3.27	*	Twenty-Fifth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated May 25, 2017, incorporated by reference from Exhibit 3.27 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 30, 2017.
3.28	*	Twenty-Sixth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated June 21, 2017, incorporated by reference from Exhibit 3.28 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 30, 2017.
3.29	*	Twenty-Seventh Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated July 12, 2017, incorporated by reference from Exhibit 3.29 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 30, 2017.
3.30	**	Twenty-Eighth Amendment of Twentieth Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated September 20, 2017.
31.1	**	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2	**	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32.1	**	Certification of Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2	**	Certification of Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	**	XBRL Instance Document
101.SCH	**	XBRL Taxonomy Extension Schema
101.CAL	**	XBRL Taxonomy Extension Calculation
101.DEF	**	XBRL Extension Definition
101.LAB	**	XBRL Taxonomy Extension Label
101.PRE	**	XBRL Taxonomy Extension Presentation

THE JONES FINANCIAL COMPANIES, L.L.L.P.

By:		/s/ James D. Weddle
		James D. Weddle
		Managing Partner (Principal Executive Officer)
		November 9, 2017

Signatures	Title	Date

/s/ James D. Weddle	Managing Partner (Principal Executive Officer)	November 9, 2017
James D. Weddle	Managing Partner (Principal Executive Officer)	November 9, 2017

/s/ Kevin D. Bastien	Chief Financial Officer (Principal Financial and Accounting Officer)	November 9, 2017
Kevin D. Bastien		November 9, 2017