UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 26, 202125, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 0-16633

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

(Exact name of registrant as specified in its Charter)

MISSOURIMissouri

43-1450818

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

12555 Manchester Road

Des Peres, Missouri63131

(Address of principal executive office)

(Zip Code)

(314) (314) 515-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

N/A

N/A

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 Yes NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES 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.

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 April 30, 2021, 1,232,81729, 2022, 1,222,970 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.

 


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

INDEX

Page

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

3

Consolidated Statements of Financial Condition

3

Consolidated Statements of Income

4

Consolidated Statements of Changes in Partnership Capital

5

Consolidated Statements of Cash Flows

6

Notes to Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

31

Item 4.

Controls and Procedures

31

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

32

Item 1A.

Risk Factors

32

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

32

Item 6.

Exhibits

33

Signatures

3634

2


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

 

 

March 26,

 

 

December 31,

 

(Dollars in millions)

 

2021

 

 

2020

 

 

March 25, 2022

 

 

December 31, 2021

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,418

 

 

$

1,125

 

 

$

1,306

 

$

1,835

 

Cash and investments segregated under federal regulations

 

 

18,062

 

 

 

17,918

 

 

20,232

 

20,179

 

Securities purchased under agreements to resell

 

 

1,759

 

 

 

1,714

 

 

1,084

 

1,529

 

Receivables from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clients

 

 

3,577

 

 

 

3,504

 

 

4,248

 

4,187

 

Mutual funds, insurance companies and other

 

 

877

 

 

 

818

 

 

932

 

850

 

Brokers, dealers and clearing organizations

 

 

258

 

 

 

223

 

 

350

 

213

 

Securities owned, at fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities

 

 

448

 

 

 

1,302

 

 

1,038

 

852

 

Inventory securities

 

 

27

 

 

 

32

 

 

32

 

38

 

Lease right-of-use assets

 

 

916

 

 

 

915

 

 

918

 

922

 

Equipment, property and improvements, at cost, net of accumulated

depreciation and amortization

 

 

620

 

 

 

620

 

Fixed assets, at cost, net of accumulated depreciation and
amortization

 

744

 

725

 

Other assets

 

 

167

 

 

 

149

 

 

 

948

 

 

 

878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

28,129

 

 

$

28,320

 

 

$

31,832

 

 

$

32,208

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payables to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clients

 

$

21,415

 

 

$

21,241

 

 

$

24,227

 

$

23,763

 

Brokers, dealers and clearing organizations

 

 

99

 

 

 

96

 

 

134

 

112

 

Accrued compensation and employee benefits

 

 

1,877

 

 

 

2,104

 

 

1,801

 

2,401

 

Accounts payable, accrued expenses and other

 

979

 

1,223

 

Lease liabilities

 

 

939

 

 

 

938

 

 

 

952

 

 

 

954

 

Accounts payable, accrued expenses and other

 

 

241

 

 

 

352

 

 

 

24,571

 

 

 

24,731

 

 

 

28,093

 

 

 

28,453

 

Contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partnership capital subject to mandatory redemption, net of reserve for

anticipated withdrawals and partnership loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Limited partners

 

 

1,235

 

 

 

1,237

 

 

1,224

 

1,225

 

Subordinated limited partners

 

 

583

 

 

 

538

 

 

616

 

581

 

General partners

 

 

1,403

 

 

 

1,300

 

 

 

1,589

 

 

 

1,429

 

Total

 

 

3,221

 

 

 

3,075

 

 

3,429

 

3,235

 

Reserve for anticipated withdrawals

 

 

337

 

 

 

514

 

 

 

310

 

 

 

520

 

Total partnership capital subject to mandatory redemption

 

 

3,558

 

 

 

3,589

 

 

 

3,739

 

 

 

3,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

$

28,129

 

 

$

28,320

 

 

$

31,832

 

 

$

32,208

 

 

 

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

 

3


PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements, continued

 

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

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

Three Months Ended

 

 

Three Months Ended

 

(Dollars in millions, except per unit information and units outstanding)

 

March 26, 2021

 

 

March 27,2020

 

 

March 25, 2022

 

 

March 26, 2021

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based

 

$

2,209

 

 

$

1,806

 

 

$

2,503

 

$

2,209

 

Account and activity

 

 

170

 

 

 

171

 

 

 

172

 

 

 

170

 

Total fee revenue

 

 

2,379

 

 

 

1,977

 

 

2,675

 

2,379

 

Trade revenue

 

 

442

 

 

 

493

 

 

389

 

442

 

Interest and dividends

 

 

38

 

 

 

83

 

 

44

 

38

 

Other revenue (loss), net

 

 

18

 

 

 

(30

)

Other (loss) revenue, net

 

 

(52

)

 

 

18

 

Total revenue

 

 

2,877

 

 

 

2,523

 

 

3,056

 

2,877

 

Interest expense

 

 

24

 

 

 

32

 

 

 

23

 

 

 

24

 

Net revenue

 

 

2,853

 

 

 

2,491

 

 

 

3,033

 

 

 

2,853

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

2,039

 

 

 

1,764

 

 

2,148

 

2,039

 

Communications and data processing

 

146

 

104

 

Occupancy and equipment

 

 

134

 

 

 

131

 

 

143

 

134

 

Communications and data processing

 

 

104

 

 

 

101

 

Fund sub-adviser fees

 

 

56

 

 

 

42

 

 

63

 

56

 

Professional and consulting fees

 

 

31

 

 

 

29

 

 

40

 

31

 

Other operating expenses

 

 

109

 

 

 

121

 

 

 

132

 

 

 

109

 

Total operating expenses

 

 

2,473

 

 

 

2,188

 

 

 

2,672

 

 

 

2,473

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before allocations to partners

 

 

380

 

 

 

303

 

 

361

 

380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocations to partners:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Limited partners

 

 

49

 

 

 

50

 

 

43

 

49

 

Subordinated limited partners

 

 

46

 

 

 

35

 

 

43

 

46

 

General partners

 

 

285

 

 

 

218

 

 

 

275

 

 

 

285

 

Net Income

 

$

 

 

$

 

 

$

0

 

 

$

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income allocated to limited partners per weighted average

$1,000 equivalent limited partnership unit outstanding

 

$

40.08

 

 

$

34.90

 

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

 

$

34.91

 

 

$

40.08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average $1,000 equivalent limited partnership

units outstanding

 

 

1,236,881

 

 

 

1,248,279

 

 

 

1,226,276

 

 

 

1,236,881

 

 

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

 

4


PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements, continued

 

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

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL

SUBJECT TO MANDATORY REDEMPTION

FOR THE THREE MONTHS ENDED MARCH 26, 202125, 2022 AND MARCH 27, 202026, 2021

(Unaudited)

(Dollars in millions)

 

Limited
Partnership
Capital

 

 

Subordinated
Limited
Partnership
Capital

 

 

General
Partnership
Capital

 

 

Total

 

Q1 2022:

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY
   REDEMPTION, DECEMBER 31, 2021

 

$

1,361

 

 

$

640

 

 

$

1,754

 

 

$

3,755

 

Reserve for anticipated withdrawals

 

 

(136

)

 

 

(59

)

 

 

(325

)

 

 

(520

)

Partnership capital subject to mandatory redemption, net of
   reserve for anticipated withdrawals, December 31, 2021

 

$

1,225

 

 

$

581

 

 

$

1,429

 

 

$

3,235

 

Partnership loans outstanding, December 31, 2021

 

 

0

 

 

 

0

 

 

 

321

 

 

 

321

 

Total partnership capital, including capital financed with partnership loans,
   net of reserve for anticipated withdrawals, December 31, 2021

 

 

1,225

 

 

 

581

 

 

 

1,750

 

 

 

3,556

 

Issuance of partnership interests

 

 

4

 

 

 

52

 

 

 

264

 

 

 

320

 

Redemption of partnership interests

 

 

(5

)

 

 

(17

)

 

 

(38

)

 

 

(60

)

Income allocated to partners

 

 

43

 

 

 

43

 

 

 

275

 

 

 

361

 

Distributions

 

 

(1

)

 

 

0

 

 

 

(12

)

 

 

(13

)

Total partnership capital, including capital financed with partnership loans

 

 

1,266

 

 

 

659

 

 

 

2,239

 

 

 

4,164

 

Partnership loans outstanding, March 25, 2022

 

 

0

 

 

 

0

 

 

 

(425

)

 

 

(425

)

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY
   REDEMPTION, MARCH 25, 2022

 

$

1,266

 

 

$

659

 

 

$

1,814

 

 

$

3,739

 

Reserve for anticipated withdrawals

 

 

(42

)

 

 

(43

)

 

 

(225

)

 

 

(310

)

Partnership capital subject to mandatory redemption, net of
   reserve for anticipated withdrawals, March 25, 2022

 

$

1,224

 

 

$

616

 

 

$

1,589

 

 

$

3,429

 

(Dollars in millions)

 

Limited
Partnership
Capital

 

 

Subordinated
Limited
Partnership
Capital

 

 

General
Partnership
Capital

 

 

Total

 

Q1 2021:

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY
   REDEMPTION, DECEMBER 31, 2020

 

$

1,362

 

 

$

594

 

 

$

1,633

 

 

$

3,589

 

Reserve for anticipated withdrawals

 

 

(125

)

 

 

(56

)

 

 

(333

)

 

 

(514

)

Partnership capital subject to mandatory redemption, net of
   reserve for anticipated withdrawals, December 31, 2020

 

$

1,237

 

 

$

538

 

 

$

1,300

 

 

$

3,075

 

Partnership loans outstanding, December 31, 2020

 

 

0

 

 

 

1

 

 

 

340

 

 

 

341

 

Total partnership capital, including capital financed with partnership loans,
   net of reserve for anticipated withdrawals, December 31, 2020

 

 

1,237

 

 

 

539

 

 

 

1,640

 

 

 

3,416

 

Issuance of partnership interests

 

 

3

 

 

 

60

 

 

 

211

 

 

 

274

 

Redemption of partnership interests

 

 

(5

)

 

 

(16

)

 

 

(50

)

 

 

(71

)

Income allocated to partners

 

 

49

 

 

 

46

 

 

 

285

 

 

 

380

 

Distributions

 

 

0

 

 

 

0

 

 

 

(3

)

 

 

(3

)

Total partnership capital, including capital financed with partnership loans

 

 

1,284

 

 

 

629

 

 

 

2,083

 

 

 

3,996

 

Partnership loans outstanding, March 26, 2021

 

 

0

 

 

 

0

 

 

 

(438

)

 

 

(438

)

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY
   REDEMPTION, MARCH 26, 2021

 

$

1,284

 

 

$

629

 

 

$

1,645

 

 

$

3,558

 

Reserve for anticipated withdrawals

 

 

(49

)

 

 

(46

)

 

 

(242

)

 

 

(337

)

Partnership capital subject to mandatory redemption, net of reserve
   for anticipated withdrawals, March 26, 2021

 

$

1,235

 

 

$

583

 

 

$

1,403

 

 

$

3,221

 

(Dollars in millions)

 

Limited

Partnership

Capital

 

 

Subordinated

Limited

Partnership

Capital

 

 

General

Partnership

Capital

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q1 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

   REDEMPTION, DECEMBER 31, 2019

 

$

1,359

 

 

$

566

 

 

$

1,439

 

 

$

3,364

 

Reserve for anticipated withdrawals

 

 

(110

)

 

 

(43

)

 

 

(254

)

 

 

(407

)

Partnership capital subject to mandatory redemption, net of

   reserve for anticipated withdrawals, December 31, 2019

 

$

1,249

 

 

$

523

 

 

$

1,185

 

 

$

2,957

 

Partnership loans outstanding, December 31, 2019

 

 

 

 

 

4

 

 

 

356

 

 

 

360

 

Total partnership capital, including capital financed with partnership loans,

   net of reserve for anticipated withdrawals, December 31, 2019

 

 

1,249

 

 

 

527

 

 

 

1,541

 

 

 

3,317

 

Issuance of partnership interests

 

 

1

 

 

 

49

 

 

 

163

 

 

 

213

 

Redemption of partnership interests

 

 

(3

)

 

 

(35

)

 

 

(43

)

 

 

(81

)

      Income allocated to partners

 

 

50

 

 

 

35

 

 

 

218

 

 

 

303

 

Distributions

 

 

 

 

 

 

 

 

(5

)

 

 

(5

)

Total partnership capital, including capital financed with partnership loans

 

 

1,297

 

 

 

576

 

 

 

1,874

 

 

 

3,747

 

Partnership loans outstanding, March 27, 2020

 

 

 

 

 

(1

)

 

 

(422

)

 

 

(423

)

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

   REDEMPTION, MARCH 27, 2020

 

$

1,297

 

 

$

575

 

 

$

1,452

 

 

$

3,324

 

Reserve for anticipated withdrawals

 

 

(50

)

 

 

(35

)

 

 

(183

)

 

 

(268

)

Partnership capital subject to mandatory redemption, net of

   reserve for anticipated withdrawals, March 27, 2020

 

$

1,247

 

 

$

540

 

 

$

1,269

 

 

$

3,056

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q1 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

   REDEMPTION, DECEMBER 31, 2020

 

$

1,362

 

 

$

594

 

 

$

1,633

 

 

$

3,589

 

Reserve for anticipated withdrawals

 

 

(125

)

 

 

(56

)

 

 

(333

)

 

 

(514

)

Partnership capital subject to mandatory redemption, net of

   reserve for anticipated withdrawals, December 31, 2020

 

$

1,237

 

 

$

538

 

 

$

1,300

 

 

$

3,075

 

Partnership loans outstanding, December 31, 2020

 

 

 

 

 

1

 

 

 

340

 

 

 

341

 

Total partnership capital, including capital financed with partnership loans,

   net of reserve for anticipated withdrawals, December 31, 2020

 

 

1,237

 

 

 

539

 

 

 

1,640

 

 

 

3,416

 

Issuance of partnership interests

 

 

3

 

 

 

60

 

 

 

211

 

 

 

274

 

Redemption of partnership interests

 

 

(5

)

 

 

(16

)

 

 

(50

)

 

 

(71

)

Income allocated to partners

 

 

49

 

 

 

46

 

 

 

285

 

 

 

380

 

Distributions

 

 

 

 

 

 

 

 

(3

)

 

 

(3

)

Total partnership capital, including capital financed with partnership loans

 

 

1,284

 

 

 

629

 

 

 

2,083

 

 

 

3,996

 

Partnership loans outstanding, March 26, 2021

 

 

 

 

 

 

 

 

(438

)

 

 

(438

)

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

   REDEMPTION, MARCH 26, 2021

 

$

1,284

 

 

$

629

 

 

$

1,645

 

 

$

3,558

 

Reserve for anticipated withdrawals

 

 

(49

)

 

 

(46

)

 

 

(242

)

 

 

(337

)

Partnership capital subject to mandatory redemption, net of

   reserve for anticipated withdrawals, March 26, 2021

 

$

1,235

 

 

$

583

 

 

$

1,403

 

 

$

3,221

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

5


PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements, continued

 

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Three Months Ended

 

 

Three Months Ended

 

(Dollars in millions)

 

March 26, 2021

 

 

March 27, 2020

 

 

March 25, 2022

 

 

March 26, 2021

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

 

 

$

 

 

$

0

 

$

0

 

Adjustments to reconcile net income to net cash provided by

operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before allocations to partners

 

 

380

 

 

 

303

 

 

361

 

380

 

Depreciation and amortization

 

 

30

 

 

 

30

 

 

118

 

108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments segregated under federal regulations

 

 

(857

)

 

 

(3,105

)

 

(527

)

 

(857

)

Securities purchased under agreements to resell

 

 

(45

)

 

 

(52

)

 

445

 

(45

)

Net payable to clients

 

 

101

 

 

 

2,885

 

 

403

 

101

 

Net receivable from brokers, dealers and clearing organizations

 

 

(32

)

 

 

(307

)

 

(115

)

 

(32

)

Receivable from mutual funds, insurance companies and other

 

 

(59

)

 

 

(56

)

 

(82

)

 

(59

)

Securities owned

 

 

859

 

 

 

(52

)

 

(180

)

 

859

 

Lease right-of-use assets

 

 

(1

)

 

 

(12

)

Other assets

 

 

(18

)

 

 

12

 

 

(70

)

 

(57

)

Lease liabilities

 

 

1

 

 

 

5

 

 

(80

)

 

(78

)

Accrued compensation and employee benefits

 

 

(227

)

 

 

(346

)

 

(600

)

 

(227

)

Accounts payable, accrued expenses and other

 

 

(111

)

 

 

(85

)

 

 

(243

)

 

 

(72

)

Net cash provided by (used in) operating activities

 

 

21

 

 

 

(780

)

Net cash (used in) provided by operating activities

 

 

(570

)

 

 

21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of equipment, property and improvements

 

 

(30

)

 

 

(42

)

Purchase of fixed assets

 

 

(56

)

 

 

(30

)

Cash used in investing activities

 

 

(30

)

 

 

(42

)

 

 

(56

)

 

 

(30

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of partnership loans

 

44

 

27

 

Issuance of partnership interests

 

 

63

 

 

 

50

 

 

56

 

63

 

Redemption of partnership interests

 

 

(71

)

 

 

(81

)

 

(60

)

 

(71

)

Distributions from partnership capital

 

 

(403

)

 

 

(312

)

 

 

(417

)

 

 

(430

)

Net cash used in financing activities

 

 

(411

)

 

 

(343

)

 

 

(377

)

 

 

(411

)

Net decrease in cash, cash equivalents and restricted cash

 

 

(420

)

 

 

(1,165

)

 

(1,003

)

 

(420

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

 

6,875

 

 

 

8,007

 

 

 

7,706

 

 

 

6,875

 

End of period

 

$

6,455

 

 

$

6,842

 

 

$

6,703

 

 

$

6,455

 

See Note 10 for additional cash flow information.

 


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

 

6


PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements, continued

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in millions)

Item 1.

Financial Statements, continued

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in millions)

NOTE 1 – INTRODUCTION AND BASIS OF PRESENTATION

The accompanying Consolidated Financial Statements include the accounts of The Jones Financial Companies, L.L.L.P. and all wholly-owned subsidiaries (collectively, the “Partnership” or "JFC"). The financial position of the Partnership’s subsidiaries in Canada as of February 28, 20212022 and November 30, 20202021 are included in the Partnership’s Consolidated Statements of Financial Condition and the results for the three monththree-month periods ended February 28, 20212022 and February 29, 20202021 are included in the Partnership’s Consolidated Statements of Income, Consolidated Statements of Changes in Partnership Capital Subject to Mandatory Redemption, and Consolidated Statements of Cash Flows because of the timing of the Partnership’s financial reporting process.

The Partnership’s principal operating subsidiary, Edward D. Jones & Co., L.P. (“Edward Jones”), is a registered broker-dealer and investment adviser in the United States (“U.S.”), and one of Edward Jones’ subsidiaries, Edward Jones (an Ontario limited partnership) ("EJ Canada"), is a registered broker-dealer in Canada. Through these entities, the Partnership primarily serves individual investors in the U.S. and Canada. Edward Jones is a retail brokerage business and primarily derives revenues from fees for providing investment advisory and other account services to its clients, fees for assets held by clients, the distribution of mutual fund shares, and commissions for the purchase or sale of securities and the purchase of insurance products. The Partnership conducts business throughout the U.S. and Canada with its clients, various brokers, dealers, clearing organizations, depositories and banks. For financial information related to the Partnership’s two2 operating segments for the three-month periods ended March 26, 202125, 2022 and March 27, 2020,26, 2021, see Note 8 to the Consolidated Financial Statements. Trust services are offered to Edward Jones’ U.S. clients through Edward Jones Trust Company (“Trust Co.”), a wholly-owned subsidiary of the Partnership. Olive Street Investment Advisers, LLC, a wholly-owned subsidiary of the Partnership, provides investment advisory services to the eight sub-advised mutual funds comprising the Bridge Builder® Trust ("BB Trust").Trust. Passport Research, Ltd., a wholly-owned subsidiary of the Partnership,Edward Jones, provides investment advisory services to the sub-advised Edward Jones Money Market Fund (the "Money Market Fund").

The Consolidated Financial Statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles, (“GAAP”), which require the use of certain estimates by management in determining the Partnership’s assets, liabilities, revenues and expenses. Actual results could differ from these estimates. Given the ongoing uncertainty of the coronavirus pandemic and related events ("COVID-19") and its duration, the Partnership cannot reliably predict the ultimate impact of COVID-19 on financial markets or its financial results. The Partnership evaluated subsequent events for recognition or disclosure through the date these Consolidated Financial Statements were issued and identified no matters requiring disclosure.Certain prior period balances have been adjusted to align to current year presentation.

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. The Partnership evaluated subsequent events for recognition or disclosure through May 6, 2022, which was the date these Consolidated Financial Statements were available to be issued, and identified no matters requiring disclosure.

There have been no material changes to the Partnership’s significant accounting policies or disclosures of recently issued accounting standards 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, 20202021 (the "Annual Report"). The results of operations for the three-month period ended March 26, 202125, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2021.2022. 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.

 


7


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

 

Item 1. Financial Statements, continued

NOTE 2 – LEASES

For the three-month periods ended March 26, 202125, 2022 and March 27, 2020,26, 2021, cash paid for amounts included in the measurement of operating lease liabilities was $78$80 and $75, $78, respectively, and lease right-of-use assets obtained in exchange for new operating lease liabilities were $75 and $86, respectively.$75 for both three-month periods. The weighted-average remaining lease term wasfour yearsas of both March 26, 202125, 2022 and December 31, 2020,2021, and the weighted-average discount rate was 2.4%2.0% and 2.6%2.1%, respectively.

ForThe following table summarizes the three-month periods ended March 26, 2021 and March 27, 2020,Partnership's operating lease costs were $78 and $74, respectively, andcost, variable lease costscost not included in the lease liability were $14 and $15, respectively. Totaltotal lease cost for the three-month periods ended March 26, 2021 and March 27, 2020 was $92 and $89, respectively. the:

 

 

Three Months Ended

 

 

 

March 25, 2022

 

 

March 26, 2021

 

Lease Costs:

 

 

 

 

 

 

Operating lease cost

 

$

82

 

 

$

78

 

Variable lease cost

 

 

15

 

 

 

14

 

Total lease cost

 

$

97

 

 

$

92

 

The Partnership's future undiscounted cash outflows for operating leases are summarized below as of:

March 26,

 

December 31,

 

2021

 

 

2020

 

March 25, 2022

 

2021

$

234

 

 

 

$

300

 

2022

 

261

 

 

 

247

 

$

233

 

2023

 

204

 

 

 

190

 

 

263

 

2024

 

139

 

 

 

125

 

 

200

 

2025

 

78

 

 

 

65

 

 

138

 

2026

 

81

 

Thereafter

 

69

 

 

 

 

60

 

 

72

 

Total lease payments

 

985

 

 

 

 

987

 

 

987

 

Less: Interest

 

46

 

 

 

 

49

 

 

35

 

Total present value of lease liabilities

$

939

 

 

 

$

938

 

$

952

 

While the rights and obligations for leases that have not yet commenced are not significant, the Partnership regularly enters into new branch office leases.

NOTE 3 – RECEIVABLES AND REVENUE

As of March 26, 202125, 2022 and December 31, 2020,2021, collateral held for receivables from clients was $4,058$4,891 and $4,035,$4,803, respectively, and collateral held for securities purchased under agreements to resellresell was $1,789$1,100 and $1,743,$1,526, respectively. AsGiven the nature of the agreements, the Partnership does not expect the fair value of collateral to fall below the collateral either exceeded or was at least 100%value of the amortized cost,agreements frequently or for an extended period of time. Therefore, the expected credit loss was zero0 for each period. Additionally, partnership loan values remained below the value of capital allocated to partners, resulting in an expected credit loss of zero0 as of March 26,25, 2022 and December 31, 2021.

As of March 25, 2022, December 31, 2021 and December 31, 2020.

As of March 26, 2021, December 31, 2020, $683, $695and December 31, 2019, $615, $563 and $470,$563, respectively, of the receivable from clients balance and $302, $285$313, $335 and $291,$285, respectively, of the receivable from mutual funds, insurance companies and other balance related to revenue contracts with customers. The related fees are paid out of client accounts or third-party products consisting of cash and securities, and the collateral value of those accounts continues to exceed the amortized cost basis of these receivables, resulting in a remote risk of loss. The expected credit loss for receivables from contracts with customers was zero0 as of March 26, 202025, 2022 and December 31, 2020.2021.

The Partnership derived 13% and 14%13% of its total revenue for theboth three-month periods ended March 26, 202125, 2022 and March 27, 2020, respectively,26, 2021, from one mutual fund company. The revenue generated from this company relates to business conducted with the Partnership's U.S. segment.

The following table shows the Partnership's disaggregated revenue information. See Note 8 for segment information.


8


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

Item 1. Financial Statements, continued

 

 

Three Months Ended March 25, 2022

 

 

Three Months Ended March 26, 2021

 

 

 

U.S.

 

 

Canada

 

 

Total

 

 

U.S.

 

 

Canada

 

 

Total

 

Fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisory programs fees

 

$

1,890

 

 

$

37

 

 

$

1,927

 

 

$

1,640

 

 

$

27

 

 

$

1,667

 

Service fees

 

 

379

 

 

 

29

 

 

 

408

 

 

 

366

 

 

 

25

 

 

 

391

 

Other asset-based fees

 

 

168

 

 

 

0

 

 

 

168

 

 

 

151

 

 

 

0

 

 

 

151

 

Total asset-based fee revenue

 

 

2,437

 

 

 

66

 

 

 

2,503

 

 

 

2,157

 

 

 

52

 

 

 

2,209

 

Account and activity fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder accounting services
   fees

 

 

111

 

 

 

0

 

 

 

111

 

 

 

107

 

 

 

0

 

 

 

107

 

Other account and activity fee
   revenue

 

 

58

 

 

 

3

 

 

 

61

 

 

 

59

 

 

 

4

 

 

 

63

 

Total account and activity fee
   revenue

 

 

169

 

 

 

3

 

 

 

172

 

 

 

166

 

 

 

4

 

 

 

170

 

   Total fee revenue

 

 

2,606

 

 

 

69

 

 

 

2,675

 

 

 

2,323

 

 

 

56

 

 

 

2,379

 

Trade revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions

 

 

366

 

 

 

12

 

 

 

378

 

 

 

419

 

 

 

14

 

 

 

433

 

Principal transactions

 

 

10

 

 

 

1

 

 

 

11

 

 

 

9

 

 

 

0

 

 

 

9

 

Total trade revenue

 

 

376

 

 

 

13

 

 

 

389

 

 

 

428

 

 

 

14

 

 

 

442

 

Total revenue from customers

 

 

2,982

 

 

 

82

 

 

 

3,064

 

 

 

2,751

 

 

 

70

 

 

 

2,821

 

Net interest and dividends and other
  revenue

 

 

(38

)

 

 

7

 

 

 

(31

)

 

 

28

 

 

 

4

 

 

 

32

 

Net revenue

 

$

2,944

 

 

$

89

 

 

$

3,033

 

 

$

2,779

 

 

$

74

 

 

$

2,853

 

 

 

Three Months Ended March 26, 2021

 

 

Three Months Ended March 27, 2020

 

 

 

U.S.

 

 

Canada

 

 

Total

 

 

U.S.

 

 

Canada

 

 

Total

 

Fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisory programs fees

 

$

1,640

 

 

$

27

 

 

$

1,667

 

 

$

1,281

 

 

$

19

 

 

$

1,300

 

Service fees

 

 

366

 

 

 

25

 

 

 

391

 

 

 

316

 

 

 

24

 

 

 

340

 

Other asset-based fees

 

 

151

 

 

 

 

 

 

151

 

 

 

166

 

 

 

 

 

 

166

 

Total asset-based fee revenue

 

 

2,157

 

 

 

52

 

 

 

2,209

 

 

 

1,763

 

 

 

43

 

 

 

1,806

 

Account and activity fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder accounting services

   fees

 

 

107

 

 

 

 

 

 

107

 

 

 

109

 

 

 

 

 

 

109

 

Other account and activity fee

   revenue

 

 

59

 

 

 

4

 

 

 

63

 

 

 

59

 

 

 

3

 

 

 

62

 

Total account and activity fee

   revenue

 

 

166

 

 

 

4

 

 

 

170

 

 

 

168

 

 

 

3

 

 

 

171

 

   Total fee revenue

 

 

2,323

 

 

 

56

 

 

 

2,379

 

 

 

1,931

 

 

 

46

 

 

 

1,977

 

Trade revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions

 

 

419

 

 

 

14

 

 

 

433

 

 

 

464

 

 

 

13

 

 

 

477

 

Principal transactions

 

 

9

 

 

 

 

 

 

9

 

 

 

15

 

 

 

1

 

 

 

16

 

Total trade revenue

 

 

428

 

 

 

14

 

 

 

442

 

 

 

479

 

 

 

14

 

 

 

493

 

Total revenue from customers

 

 

2,751

 

 

 

70

 

 

 

2,821

 

 

 

2,410

 

 

 

60

 

 

 

2,470

 

Net interest and dividends and other

  revenue

 

 

28

 

 

 

4

 

 

 

32

 

 

 

13

 

 

 

8

 

 

 

21

 

Net revenue

 

$

2,779

 

 

$

74

 

 

$

2,853

 

 

$

2,423

 

 

$

68

 

 

$

2,491

 

NOTE 4 – FAIR VALUE

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, 2020.2021.

The Partnership records fractional shares at fair value in other assets with associated liabilities in accounts payable, accrued expenses and other in the Consolidated Statements of Financial Condition. The liabilities are initially recorded at the dollar amount received from the clients, but the Partnership makes an election to record the liabilities at fair value. Changes in the fair value of the assets and liabilities offset in other revenue in the Consolidated Statements of Income, with no impact on income before allocations to partners.

The Partnership did not0t have any assets or liabilities categorized as Level III during the threethree- and twelve monthtwelve-month periods ended March 26, 202125, 2022 and December 31, 2020,2021, respectively.

 

9


PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements, continued

Item 1. Financial Statements, continued

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

 

 

Financial Assets at Fair Value as of

 

 

March 26, 2021

 

 

Fair Value as of

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

 

March 25, 2022

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

 

 

$

120

 

 

$

 

 

$

120

 

 

$

0

 

 

$

242

 

 

$

 

 

$

242

 

Money market funds

 

12

 

 

 

 

 

 

 

 

12

 

 

 

17

 

 

 

0

 

 

 

 

 

 

17

 

Total cash equivalents

 

$

12

 

 

$

120

 

 

$

 

 

$

132

 

 

$

17

 

 

$

242

 

 

$

 

 

$

259

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments segregated under federal regulations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

12,904

 

 

$

 

 

$

 

 

$

12,904

 

 

$

14,435

 

 

$

0

 

 

$

 

 

$

14,435

 

Certificates of deposit

 

 

 

 

 

100

 

 

 

 

 

 

100

 

 

 

0

 

 

 

400

 

 

 

 

 

 

400

 

Total investments segregated under federal regulations

 

$

12,904

 

 

$

100

 

 

$

 

 

$

13,004

 

 

$

14,435

 

 

$

400

 

 

$

 

 

$

14,835

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities owned:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds(1)

 

$

329

 

 

$

 

 

$

 

 

$

329

 

Government and agency obligations

 

 

115

 

 

 

 

 

 

 

 

 

115

 

 

$

712

 

 

$

0

 

 

$

 

 

$

712

 

Mutual funds(1)

 

323

 

 

 

0

 

 

 

 

 

 

323

 

Equities

 

 

3

 

 

 

 

 

 

 

 

 

3

 

 

 

3

 

 

 

0

 

 

 

 

 

 

3

 

Certificates of deposit

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Total investment securities

 

$

447

 

 

$

1

 

 

$

 

 

$

448

 

 

$

1,038

 

 

$

0

 

 

$

 

 

$

1,038

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

$

 

 

$

9

 

 

$

 

 

$

9

 

Mutual funds

 

$

13

 

 

$

0

 

 

$

 

 

$

13

 

Equities

 

 

8

 

 

 

 

 

 

 

 

 

8

 

 

8

 

 

 

0

 

 

 

 

 

 

8

 

Municipal obligations

 

0

 

 

 

8

 

 

 

 

 

 

8

 

Corporate bonds and notes

 

 

 

 

 

4

 

 

 

 

 

 

4

 

 

0

 

 

 

2

 

 

 

 

 

 

2

 

Mutual funds

 

 

3

 

 

 

 

 

 

 

 

 

3

 

Certificates of deposit

 

 

 

 

 

3

 

 

 

 

 

 

3

 

 

 

0

 

 

 

1

 

 

 

 

 

 

1

 

Total inventory securities

 

$

11

 

 

$

16

 

 

$

 

 

$

27

 

 

$

21

 

 

$

11

 

 

$

 

 

$

32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

 

 

 

Client fractional share ownership assets

 

$

697

 

 

$

0

 

 

$

 

 

$

697

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other:

 

 

 

 

 

 

 

 

 

Client fractional share redemption obligations

 

$

697

 

 

$

0

 

 

$

 

 

$

697

 

 

10


PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements, continued

 

 

Fair Value as of

 

 

 

December 31, 2021

 

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

0

 

 

$

266

 

 

$

 

 

$

266

 

Money market funds

 

 

47

 

 

 

0

 

 

 

 

 

 

47

 

Total cash equivalents

 

$

47

 

 

$

266

 

 

$

 

 

$

313

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments segregated under federal regulations:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

13,908

 

 

$

0

 

 

$

 

 

$

13,908

 

Certificates of deposit

 

 

0

 

 

 

400

 

 

 

 

 

 

400

 

Total investments segregated under federal regulations

 

$

13,908

 

 

$

400

 

 

$

 

 

$

14,308

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities owned:

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

Government and agency obligations

 

$

413

 

 

$

0

 

 

$

 

 

$

413

 

Mutual funds(1)

 

 

366

 

 

 

0

 

 

 

 

 

 

366

 

Equities

 

 

3

 

 

 

0

 

 

 

 

 

 

3

 

Certificates of deposit

 

 

0

 

 

 

70

 

 

 

 

 

 

70

 

Total investment securities

 

$

782

 

 

$

70

 

 

$

 

 

$

852

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory securities:

 

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

18

 

 

$

0

 

 

$

 

 

$

18

 

Municipal obligations

 

 

0

 

 

 

9

 

 

 

 

 

 

9

 

Certificates of deposit

 

 

0

 

 

 

6

 

 

 

 

 

 

6

 

Corporate bonds and notes

 

 

0

 

 

 

3

 

 

 

 

 

 

3

 

Mutual funds

 

 

2

 

 

 

0

 

 

 

 

 

 

2

 

Total inventory securities

 

$

20

 

 

$

18

 

 

$

 

 

$

38

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

Client fractional share ownership assets

 

$

710

 

 

$

0

 

 

$

 

 

$

710

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other:

 

 

 

 

 

 

 

 

 

 

 

 

Client fractional share redemption obligations

 

$

710

 

 

$

0

 

 

$

 

 

$

710

 

Item 1.

Financial Statements, continued

(1)
The mutual funds balance consists primarily of securities held to economically hedge future liabilities related to the non-qualified deferred compensation plan. The balance also includes a security held for regulatory purposes at the Trust Co.

 

 

 

Financial Assets at Fair Value as of

 

 

 

December 31, 2020

 

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

 

 

$

120

 

 

$

 

 

$

120

 

Money market funds

 

41

 

 

 

 

 

 

 

 

41

 

Total cash equivalents

 

$

41

 

 

$

120

 

 

$

 

 

$

161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments segregated under federal regulations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

12,051

 

 

$

 

 

$

 

 

$

12,051

 

Certificates of deposit

 

 

 

 

 

100

 

 

 

 

 

 

100

 

Total investments segregated under federal regulations

 

$

12,051

 

 

$

100

 

 

$

 

 

$

12,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities owned:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government and agency obligations

 

$

971

 

 

$

 

 

$

 

 

$

971

 

Mutual funds(1)

 

 

327

 

 

 

 

 

 

 

 

 

327

 

Equities

 

 

3

 

 

 

 

 

 

 

 

 

3

 

Certificates of deposit

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Total investment securities

 

$

1,301

 

 

$

1

 

 

$

 

 

$

1,302

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

19

 

 

$

 

 

$

 

 

$

19

 

State and municipal obligations

 

 

 

 

 

10

 

 

 

 

 

 

10

 

Corporate bonds and notes

 

 

 

 

 

2

 

 

 

 

 

 

2

 

Mutual funds

 

 

1

 

 

 

 

 

 

 

 

 

1

 

Total inventory securities

 

$

20

 

 

$

12

 

 

$

 

 

$

32

 

11


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements, continued

 

(1)

The mutual funds balance consists primarily of securities held to economically hedge future liabilities related to the non-qualified deferred compensation plan. The balance also includes a security held for regulatory purposes at the Trust Co.

NOTE 5 – PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION

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 CommitteeEnterprise Leadership Team ("ELT"), as defined in the Partnership’s TwentiethTwenty-First Amended and Restated Agreement of Registered Limited Liability Limited Partnership, dated August 6, 2018September 1, 2021 (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 CommitteeELT 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 greater of the Prime Rate for the last business day of the prior fiscal month or 3.25%3.25%. 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 March 26, 202125, 2022 and December 31, 2020,2021, the outstanding amount of Partnership loans was $438$425 and $341,$321, respectively. Interest income earned from these loans, which is included in interest and dividends in the Consolidated Statements of Income, was $3 and $5$3 for theboth three-month periods ended March 25, 2022 and ended March 26, 2021.

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

 

 

Three Months Ended

 

 

 

March 25, 2022

 

 

March 26, 2021

 

Partnership loans outstanding at beginning of period

 

$

321

 

 

$

341

 

Partnership loans issued during the period

 

 

264

 

 

 

211

 

Repayment of Partnership loans during the period

 

 

(160

)

 

 

(114

)

     Total Partnership loans outstanding

 

$

425

 

 

$

438

 

The minimum 7.5% annual return on the face amount of limited partnership capital was $23 for both three-month periods ended March 25, 2022 and March 26, 2021. 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 12, 2018, to register $450 units of limited partnership interest ("Interests") issuable pursuant to the Partnership's 2018 Employee Limited Partnership Interest Purchase Plan (the "2018 Plan"). The Partnership issued approximately $5 and $4 of Interests under the 2018 Plan in the year ended December 31, 2021 and March 27, 2020,the first quarter of 2022, respectively. The Partnership plans to terminate the 2018 Plan in 2022 and deregister all remaining unsold Interests under the 2018 Plan. Before the 2018 Plan is terminated, the Partnership may issue the remaining $60 of Interests under that plan at the discretion of the Managing Partner. The Partnership filed a Registration Statement on Form S-8 with the SEC on December 8, 2021, to register an additional $700 of Interests issuable pursuant to the Partnership's 2021 Employee Limited Partnership Interest Purchase Plan (the "2021 Plan"). Proceeds from the offering under the 2021 Plan are expected to be used to meet growth needs or for other purposes.

11


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

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

 

 

Three Months Ended

 

 

 

March 26,

 

 

March 27,

 

 

 

2021

 

 

2020

 

Partnership loans outstanding at beginning of period

 

$

341

 

 

$

360

 

Partnership loans issued during the period

 

 

211

 

 

 

163

 

Repayment of Partnership loans during the period

 

 

(114

)

 

 

(100

)

Total Partnership loans outstanding

 

$

438

 

 

$

423

 

The minimum 7.5% annual return on the face amount of limited partnership capital was $23 for both the three-month periods ended March 26, 2021 and March 27, 2020. 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 12, 2018, to register $450 of Interests issuable pursuant to the Partnership's 2018 Employee Limited Partnership Interest Purchase Plan (the "2018 Plan").  In addition to issuances of Interests in prior periods, the Partnership issued approximately $1 and $3 of Interests under the 2018 Plan in early 2020, and 2021, respectively. The remaining $66 of Interests may be issued under the Plan at the discretion of the Managing Partner in the future.

NOTE 6 – NET CAPITAL REQUIREMENTS

As a result of its activities as a U.S. broker-dealer, Edward Jones is subject to the net capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934, as amended (the "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$0.25 or 2%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’sEJ 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’sEJ 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’sEJ Canada's assets and operations.

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

 

 

 

March 26,

 

 

December 31,

 

 

 

2021

 

 

2020

 

U.S.:

 

 

 

 

 

 

 

 

Net capital

 

$

1,289

 

 

$

1,306

 

Net capital in excess of the minimum required

 

$

1,231

 

 

$

1,248

 

Net capital as a percentage of aggregate debit

   items

 

 

44.2

%

 

 

45.0

%

Net capital after anticipated capital withdrawals,

   as a percentage of aggregate debit items

 

 

26.0

%

 

 

23.1

%

 

 

 

 

 

 

 

 

 

Canada:

 

 

 

 

 

 

 

 

Regulatory risk-adjusted capital

 

$

55

 

 

$

56

 

Regulatory risk-adjusted capital in excess of the

   minimum required to be held by IIROC

 

$

54

 

 

$

47

 

12


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

Item 1. Financial Statements, continued

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

 

 

March 25, 2022

 

 

December 31, 2021

 

U.S.:

 

 

 

 

 

 

Net capital

 

$

1,482

 

 

$

1,421

 

Net capital in excess of the minimum required

 

$

1,412

 

 

$

1,352

 

Net capital as a percentage of aggregate debit
   items

 

 

42.1

%

 

 

41.3

%

Net capital after anticipated capital withdrawals,
   as a percentage of aggregate debit items

 

 

23.0

%

 

 

20.7

%

 

 

 

 

 

 

 

Canada:

 

 

 

 

 

 

Regulatory risk-adjusted capital

 

$

76

 

 

$

71

 

Regulatory risk-adjusted capital in excess of the
   minimum required to be held by IIROC

 

$

60

 

 

$

50

 

U.S. net capital, Canada regulatory risk-adjusted capital and the related capital percentages may fluctuate on a daily basis. In addition, Trust Co. was in compliance with its regulatory capital requirements.

NOTE 7 – CONTINGENCIES

In the normal course of its business, the Partnership is involved, from time to time, in various legal and regulatory matters, including arbitrations, class actions, other litigation, and examinations, investigations and proceedings by governmental authorities, self-regulatory organizations and other regulators, which may result in losses. These matters include:

Retirement Plan Litigation. On August 19, 2016, JFC, Edward Jones and certain other defendants were named in a putative class action lawsuit (McDonald v. Edward D. Jones & Co., L.P., et al.) filed in the U.S. District Court for the Eastern District of Missouri brought under the Employee Retirement Income Security Act of 1974, as amended, by a participant in the Edward D. Jones & Co. Profit Sharing and 401(k) Plan (the "Retirement Plan").  The lawsuit alleges that the defendants breached their fiduciary duties to Retirement Plan participants and seeks declaratory and equitable relief and monetary damages on behalf of the Retirement Plan.  The defendants filed a motion to dismiss the McDonald lawsuit which was granted in part dismissing the claim against JFC and denied in part as to all other defendants on January 26, 2017.

On November 11, 2016, a substantially similar lawsuit (Schultz, et al. v. Edward D. Jones & Co., L.P., et al.) was filed in the same court.  The plaintiffs consolidated the two lawsuits by adding the Schultz plaintiffs to the McDonald case, and the Schultz action was dismissed.  The plaintiffs filed their first amended consolidated complaint on April 28, 2017. On December 13, 2018, the court entered a preliminary order approving a class action settlement agreement reached among the parties. Following a fairness hearing held on April 18, 2019, the court entered judgment on April 22, 2019 in which it granted final approval of the settlement, effected a full release of claims by the settlement class in favor of the defendants, and dismissed the consolidated lawsuit with prejudice.  On June 14, 2019, the lone objector filed an appeal to the judgment approving the settlement. On January 31, 2020, the U.S. Court of Appeals for the Eighth Circuit denied the objector's appeal and affirmed the district court's approval of the class action settlement.  On February 6, 2020, the objector petitioned the Court of Appeals for a rehearing, which was denied on March 3, 2020. On October 5, 2020, the U.S. Supreme Court denied a petition for certiorari the objector filed on May 11, 2020 seeking review of the Court of Appeals' decision. Administration of the settlement has been completed.

Wage-and-Hour Class Action. On March 13, 2018, JFC and Edward Jones were named as defendants in a purported collective and class action lawsuit (Bland, et al. v. Edward D. Jones & Co., L.P, et al.) filed in the U.S. District Court for the Northern District of Illinois by four former financial advisors. The lawsuit was brought under the Fair Labor Standards Act (FLSA) as well as Missouri and Illinois law and alleges that the defendants unlawfully attempted torecoup training costs from departing financial advisors and failed to pay all overtime owed to financial advisor trainees among other claims. The lawsuit seeks declaratory and injunctive relief, compensatory and liquidated damages. On March 19, 2019, the court entered an order granting the defendants' motion to dismiss all claims, but permitting the plaintiffs to amend and re-file certain of their claims. Plaintiffs filed an amended complaint on May 3, 2019. On March 30, 2020, the court partially granted the defendants' renewed motion to dismiss the amended complaint and dismissed seven of the ten causes of action it purported to state. The court's order eliminated from the case any claims that rely upon the firm's contractual right to recoup training costs as well as related claims for declaratory relief. It also dismissed various state law claims. JFCOn April 8, 2022, the parties filed a joint stipulation of dismissal with prejudice, and Edward Jones deny the allegations indistrict court dismissed the remaining counts and intend to vigorously defend against the allegations in this lawsuit.lawsuit on April 11, 2022.

Securities Class Action. On March 30, 2018, Edward Jones and its affiliated entities and individuals were named as defendants in a putative class action (Anderson, et al. v. Edward D. Jones & Co., L.P., et al.) filed in the U.S. District Court for the Eastern District of California. The lawsuit originally was brought under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as well as Missouri and California law and alleges that the defendants inappropriately transitioned client assets from commission-based accounts to fee-based programs. The plaintiffs requested declaratory, equitable, and exemplary relief, and compensatory damages. On July 9, 2019, the district court entered an order dismissing the lawsuit in its entirety without prejudice. On July 29, 2019, the plaintiffs filed a second amended complaint, which eliminated certain affiliated entities and individuals as defendants, withdrew the claims under the Securities Act claims, added claims under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), and certain additional state law claims, and reasserted the remaining claims with modified allegations. The defendants

13


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

filed a motion to dismiss, the plaintiffs subsequently withdrew their Investment Advisers Act claims, and on November 12, 2019, the district court granted the defendants' motion to dismiss.dismiss all other claims. The plaintiffs appealed the district court's dismissal of certain of their state law claims on jurisdictional

13


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements, continued

grounds but did not appeal the dismissal of the remaining claims. On March 4, 2021, the U.S. Court of Appeals for the Ninth Circuit reversed the district court's decision, holding the district court has jurisdiction over thedismissal of those state law claims that wereclaims. After further appellate proceedings in the subject of the plaintiffs' appeal, and remanded the case to the district court for further proceedings on those claims. On April 19, 2021,Ninth Circuit, defendants filed a petition for panel rehearing and rehearing en banc, seekingcertiorari with the U.S. Supreme Court, which was denied on January 18, 2022. On February 2, 2022, the defendants filed a review ofrenewed motion to dismiss the Ninth Circuit panel's decision.plaintiffs' remaining state law claims, which is currently pending a decision by the district court. Edward Jones and its affiliated entities and individuals deny the plaintiffs' allegations and intend to continue to vigorously defend this lawsuit.

Gender and Race Discrimination Class Action. On May 24, 2018,March 9, 2022, Edward Jones and JFC were named as defendants in a putative class action lawsuit (BlandDixon, et al. v. Edward D. Jones & Co., L.P., et al.) filed in the U.S. District Court for the NorthernEastern District of IllinoisMissouri. The lawsuit was brought by a current financial advisor as a putative collective action alleging gender discrimination under the FLSA, and by a former financial advisor as a putative class action alleging race discrimination under 42 U.S.C. § 1981, alleging that1981. On April 25, 2022, the defendants discriminated against the former financial advisor and other financial advisors and financial advisor trainees on the basis of race.  On July 27, 2018, two named plaintiffs filed an amended complaint reasserting the original claims with modified allegations and adding allegations of discrimination and retaliationclaims under 42 U.S.C. § 2000e, Title VII of the Civil Rights Act of 1964 alleging race/national origin, gender, and retaliation under 42 U.S.C. § 1981. Three named plaintiffs filed a second amended complaintsexual orientation discrimination on November 26, 2018 and a third amended complaint on December 30, 2020. The plaintiffs sought equitable and injunctive relief, as well as compensatory and punitive damages.  On May 4, 2021, the district court granted a motion plaintiffs filed on March 19, 2021 seeking preliminary approvalbehalf of a settlement agreement reached by the parties. The court’s order authorizes administrationputative classes of the settlement to begin.

Reimbursement Class Action.  On April 25, 2019,financial advisors. Edward Jones and JFC were named as defendants in a putative class action (Watson, et al. v. The Jones Financial Companies L.L.L.P., et al.) filed by two former financial advisors indeny the Superior Court of the State of California, Sacramento County.  Plaintiffs allege that defendants did not reimburse financial advisorsallegations and financial advisor trainees in California for certain categories of business expenses, which plaintiffs allege violates the California Labor Code and California Unfair Competition Law.  The lawsuit seeks damages and restitution as well as attorneys' fees and costs and equitable and injunctive relief.  On February 19, 2020, the plaintiffs filed a motion seeking the court's approval of a proposed class action settlement reached by the parties.  On November 16, 2020, the court granted final approval of the settlement. Administration of the settlement is substantially complete.intend to vigorously defend this lawsuit.

 

In addition to these matters, 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 FASBFinancial Accounting Standards Board Accounting Standards Codification No. 450, Contingencies.Contingencies. This liability represents the Partnership’s estimate of the probable loss at March 26, 2021,25, 2022, after considering, among other factors, the progress of each case, the Partnership's experience with other legal and regulatory matters and discussion with legal counsel, and is believed to be sufficient. The aggregate accrued liability is recorded within the accounts payable, accrued expenses and other line of the Consolidated Statements of Financial Condition and may be adjusted from time to time to reflect any relevant developments.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 up to $12$40 as of March 26, 2021.25, 2022. 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 March 26, 202125, 2022 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.


14


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

NOTE 8 – SEGMENT INFORMATION

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 reviews the segments to assess performance.

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

 

Three Months Ended

 

 

March 26,

2021

 

 

March 27,

2020

 

Net revenue:

 

 

 

 

 

 

 

U.S.

$

2,779

 

 

$

2,423

 

Canada

 

74

 

 

 

68

 

Total net revenue

$

2,853

 

 

$

2,491

 

 

 

 

 

 

 

 

 

Pre-variable income:

 

 

 

 

 

 

 

U.S.

$

841

 

 

$

636

 

Canada

 

8

 

 

 

5

 

Total pre-variable income

$

849

 

 

$

641

 

 

 

 

 

 

 

 

 

Variable compensation:

 

 

 

 

 

 

 

U.S.

$

460

 

 

$

331

 

Canada

 

9

 

 

 

7

 

Total variable compensation

$

469

 

 

$

338

 

 

 

 

 

 

 

 

 

Income (loss) before allocations to partners:

 

 

 

 

 

 

 

U.S.

$

381

 

 

$

305

 

Canada

 

(1

)

 

 

(2

)

Total income before allocations to partners

$

380

 

 

$

303

 

14


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements, continued

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

 

Three Months Ended

 

 

March 25, 2022

 

 

March 26, 2021

 

Net revenue:

 

 

 

 

 

U.S.

$

2,944

 

 

$

2,779

 

Canada

 

89

 

 

 

74

 

Total net revenue

$

3,033

 

 

$

2,853

 

 

 

 

 

 

 

Pre-variable income:

 

 

 

 

 

U.S.

$

819

 

 

$

841

 

Canada

 

17

 

 

 

8

 

Total pre-variable income

$

836

 

 

$

849

 

 

 

 

 

 

 

Variable compensation:

 

 

 

 

 

U.S.

$

464

 

 

$

460

 

Canada

 

11

 

 

 

9

 

Total variable compensation

$

475

 

 

$

469

 

 

 

 

 

 

 

Income (loss) before allocations to partners:

 

 

 

 

 

U.S.

$

355

 

 

$

381

 

Canada

 

6

 

 

 

(1

)

Total income before allocations to partners

$

361

 

 

$

380

 

NOTE 9 – OFFSETTING ASSETS AND LIABILITIES

The Partnership does not offset financial instruments in the Consolidated Statements of Financial Condition. However, the Partnership enters into master netting arrangements with counterparties for securities purchased under agreements to resell that are subject to net settlement in the event of default. These agreements create a right of offset for the amounts due to and due from the same counterparty in the event of default or bankruptcy.

The following table shows the Partnership's securities purchased under agreements to resell as of:

 

 

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

 

March 26, 2021

 

$

1,759

 

 

 

 

 

 

1,759

 

 

 

 

 

 

(1,759

)

 

$

 

December 31, 2020

 

$

1,714

 

 

 

 

 

1,714

 

 

 

 

 

(1,714

)

 

$

 

 

 

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

 

 

Net
amount

 

March 25, 2022

 

$

1,084

 

 

 

0

 

 

 

1,084

 

 

 

0

 

 

 

(1,084

)

 

$

0

 

December 31, 2021

 

$

1,529

 

 

0

 

 

 

1,529

 

 

0

 

 

 

(1,526

)

 

$

3

 

(1)

Actual collateral was 102% of the related assets in U.S. agreements and 100% in Canada agreements as of all dates presented.

15


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

Item 1. Financial Statements, continued

NOTE 10 – CASH FLOW INFORMATION

The following table shows supplemental cash flow information for:for the:

 

 

Three Months Ended

 

 

 

March 25, 2022

 

 

March 26, 2021

 

Non-cash activities:

 

 

 

 

 

 

Issuance of general partnership interests through
   partnership loans in current period

 

$

264

 

 

$

211

 

Repayment of partnership loans through distributions from
   partnership capital in current period

 

$

116

 

 

$

87

 

 

 

Three Months Ended

 

 

 

March 26,

2021

 

 

March 27,

2020

 

Non-cash activities:

 

 

 

 

 

 

 

 

Issuance of general partnership interests through

   partnership loans in current period

 

$

211

 

 

$

163

 

Repayment of partnership loans through distributions from

   partnership capital in current period

 

$

114

 

 

$

100

 

The following table reconciles certain line items on the Consolidated Statements of Financial Condition to the cash, cash equivalents and restricted cash balance on the Consolidated Statements of Cash Flows as of:

 

March 26,

2021

 

 

March 27,

2020

 

 

 

March 25, 2022

 

 

March 26, 2021

 

Cash and cash equivalents

 

$

1,418

 

 

$

1,072

 

 

 

$

1,306

 

$

1,418

 

Cash and investments segregated under federal regulations

 

 

18,062

 

 

 

12,269

 

 

 

20,232

 

18,062

 

Less: Investments segregated under federal regulations

 

 

13,025

 

 

 

6,499

 

 

 

 

14,835

 

 

 

13,025

 

Total cash, cash equivalents and restricted cash

 

$

6,455

 

 

$

6,842

 

 

 

$

6,703

 

 

$

6,455

 

Restricted cash represents cash segregated in special reserve bank accounts for the benefit of U.S. clients pursuant to Rule 15c3-3 under the Exchange Act.

 

16


PART I. FINANCIAL INFORMATION

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis is intended to help the reader understand the results of operations 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.

Basis of Presentation

The Partnership broadly categorizes its net revenues into four categories: fee revenue, trade revenue, net interest and dividends revenue (net of interest expense) and other revenue. In the Partnership’s Consolidated Statements of Income, fee revenue is composed of asset-based fees and account and activity fees. Asset-basedProgram fees are generally a percentage ofbased on the totalaverage daily market value of specificclient assets in client accounts.the program, as well as contractual rates. These fees are impacted by changes in market values of the assets and by client dollars invested in and divested from the accounts which generate asset-based fees and changes in market values of the assets.accounts. 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 and principal transactions revenue. Commissions are earned from the distribution of mutual fund shares, the purchase or sale of mutual fund sharesequities and equities, as well as the purchase of insurance products. Principal transactions revenue primarily results from the Partnership's distribution of and participation in principal trading activities in municipal obligations, over-the-counter corporate obligations, and certificates of deposit. Trade revenue is impacted by the 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.

COVID-19

 

Beginning in 2020, the COVID-19 pandemic and the global governmental response, vaccination, and related impact on society and the economy have resulted in significant uncertainty in the global economy and volatility in financial markets (see Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and notes thereto included in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 8 – Financial Statements and Supplementary Data of the Partnership’s Annual Report, respectively). Further economic and market events related to COVID-19 could negatively impact our future business operations and financial results.

17


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

OVERVIEWItem 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

OVERVIEW

The following table sets forth the changes in major categories of the Consolidated Statements of Income as well as several related key financial metrics for the three-month periods ended March 26, 202125, 2022 and March 27, 2020.26, 2021. 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

 

 

 

March 25, 2022

 

 

March 26, 2021

 

 

% Change

 

Revenue:

 

 

 

 

 

 

 

 

 

Fee revenue

 

$

2,675

 

 

$

2,379

 

 

 

12

%

% of net revenue

 

 

88

%

 

 

83

%

 

 

6

%

Trade revenue

 

 

389

 

 

 

442

 

 

 

-12

%

% of net revenue

 

 

13

%

 

 

15

%

 

 

-13

%

Interest and dividends

 

 

44

 

 

 

38

 

 

 

16

%

Other (loss) revenue, net

 

 

(52

)

 

 

18

 

 

 

-389

%

Total revenue

 

 

3,056

 

 

 

2,877

 

 

 

6

%

Interest expense

 

 

23

 

 

 

24

 

 

 

-4

%

Net revenue

 

 

3,033

 

 

 

2,853

 

 

 

6

%

Operating expenses

 

 

2,672

 

 

 

2,473

 

 

 

8

%

Income before allocations to partners

 

$

361

 

 

$

380

 

 

 

-5

%

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

Income before allocations to partners margin(1)

 

 

11.8

%

 

 

13.2

%

 

 

-11

%

Client assets under care ($ billions):

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

At period end

 

$

1,746

 

 

$

1,618

 

 

 

8

%

Average

 

$

1,758

 

 

$

1,572

 

 

 

12

%

Advisory programs:

 

 

 

 

 

 

 

 

 

At period end

 

$

674

 

 

$

596

 

 

 

13

%

Average

 

$

679

 

 

$

575

 

 

 

18

%

Client dollars invested ($ billions)(2):

 

 

 

 

 

 

 

 

 

Trade

 

$

25

 

 

$

28

 

 

 

-11

%

Advisory programs

 

$

16

 

 

$

18

 

 

 

-11

%

Client households at period end

 

 

6.0

 

 

 

5.7

 

 

 

5

%

Net new households for the period (actual)(3)

 

 

60,862

 

 

 

78,626

 

 

 

-23

%

Net new assets for the period ($ billions)(4):

 

$

19

 

 

$

20

 

 

 

-5

%

Financial advisors (actual):

 

 

 

 

 

 

 

 

 

At period end

 

 

18,772

 

 

 

18,967

 

 

 

-1

%

Average

 

 

18,799

 

 

 

19,093

 

 

 

-2

%

Attrition %(5)

 

 

5.6

%

 

 

8.2

%

 

n/a

 

Dow Jones Industrial Average (actual):

 

 

 

 

 

 

 

 

 

At period end

 

 

34,861

 

 

 

33,073

 

 

 

5

%

Average for period

 

 

34,683

 

 

 

31,457

 

 

 

10

%

S&P 500 Index (actual):

 

 

 

 

 

 

 

 

 

At period end

 

 

4,543

 

 

 

3,975

 

 

 

14

%

Average for period

 

 

4,461

 

 

 

3,859

 

 

 

16

%

Bloomberg Aggregate Bond Index (actual):

 

 

 

 

 

 

 

 

 

At period end

 

 

106

 

 

 

114

 

 

 

-7

%

Average for period

 

 

110

 

 

 

116

 

 

 

-5

%

(1)
Income before allocations to partners margin is income before allocations to partners expressed as a percentage of total revenue.
(2)
Client dollars invested for trade revenue represents the principal amount of clients’ buy and sell transactions resulting in revenue and for advisory programs revenue represents the net of the inflows and outflows of client dollars into advisory programs.
(3)
Net new households represents new client households less client households closed during the period.
(4)
Net new assets represents cash and securities inflows and outflows, excluding mutual fund capital gain distributions received by U.S. clients.
(5)
Attrition % represents the annualized number of financial advisors that left the firm during the period compared to the total number of financial advisors as of period end.

 

 

Three Months Ended

 

 

 

March 26,

 

 

March 27,

 

 

%

 

 

 

2021

 

 

2020

 

 

Change

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based

 

$

2,209

 

 

$

1,806

 

 

 

22

%

Account and activity

 

 

170

 

 

 

171

 

 

 

-1

%

Total fee revenue

 

 

2,379

 

 

 

1,977

 

 

 

20

%

% of net revenue

 

 

83

%

 

 

79

%

 

 

5

%

Trade revenue

 

 

442

 

 

 

493

 

 

 

-10

%

% of net revenue

 

 

15

%

 

 

20

%

 

 

0

%

Net interest and dividends

 

 

14

 

 

 

51

 

 

 

-73

%

Other revenue (loss), net

 

 

18

 

 

 

(30

)

 

 

160

%

Net revenue

 

 

2,853

 

 

 

2,491

 

 

 

15

%

Operating expenses

 

 

2,473

 

 

 

2,188

 

 

 

13

%

Income before allocations to partners

 

$

380

 

 

$

303

 

 

 

25

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

 

 

 

Client dollars invested ($ billions)(1):

 

 

 

 

 

 

 

 

 

 

 

 

Trade

 

$

28

 

 

$

35

 

 

 

-20

%

Advisory programs

 

$

18

 

 

$

10

 

 

 

80

%

Client households at period end

 

 

5.7

 

 

 

5.6

 

 

 

2

%

Net new assets for the period ($ billions)(2)

 

$

20

 

 

$

19

 

 

 

5

%

Client assets under care ($ billions):

 

 

 

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

1,618

 

 

$

1,157

 

 

 

40

%

Average

 

$

1,572

 

 

$

1,286

 

 

 

22

%

Advisory programs:

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

596

 

 

$

391

 

 

 

52

%

Average

 

$

575

 

 

$

436

 

 

 

32

%

Financial advisors (actual):

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

18,967

 

 

 

19,027

 

 

 

Average

 

 

19,093

 

 

 

18,863

 

 

 

1

%

Attrition %(3)

 

 

8.2

%

 

 

7.6

%

 

n/a

 

Dow Jones Industrial Average (actual):

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

33,073

 

 

 

21,637

 

 

 

53

%

Average for period

 

 

31,457

 

 

 

26,732

 

 

 

18

%

S&P 500 Index (actual):

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

3,975

 

 

 

2,541

 

 

 

56

%

Average for period

 

 

3,859

 

 

 

3,074

 

 

 

26

%

(1)

Client dollars invested for trade revenue represents the principal amount of clients’ buy and sell transactions resulting in revenue and for advisory programs revenue represents the net of the inflows and outflows of client dollars into advisory programs.

(2)

Net new assets represents cash and securities inflows and outflows from new and existing clients and excludes mutual fund capital gain distributions received by U.S. clients.

(3)

Attrition % represents the annualized number of financial advisors that left the firm during the period compared to the total number of financial advisors as of period end.

18


PART I. FINANCIAL INFORMATION

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

First Quarter 2022 versus First Quarter 2021 versus First Quarter 2020 Overview

The Partnership ended the first quarter of 20212022 with a 40%an 8% increase in client assets under care ("AUC") to $1.6$1.7 trillion compared to the end of the first quarter of 2020. Client assets under care experienced2021. Despite a significant increase due to higherdecrease in average market levels in the first quarter 2021 whenof 2022 compared to the lowerend of 2021, average client AUC increased 12% and advisory programs' average AUC increased 18% compared to the first quarter in 2021 due to higher average equity market levels, experiencedpartially offset by lower average bond market levels in the first quarter of 2022 compared to the same period in 2021, as well as the cumulative impact of net new assets.

Financial advisor attrition decreased to 5.6%. Despite lower attrition, the number of financial advisors decreased by 195 at the end of the first quarter of 2020 due2022 compared to the significant market volatility from the uncertainties surrounding the impactsend of COVID-19.

Average client assets under care increased 22% to $1.6 trillion during the first quarter of 2021. In the first quarter of 2021, the Partnership resumed hiring from the temporary pause on the recruitment of non-licensed financial advisors implemented in response to the COVID-19 pandemic, and since has focused on intentionally building the financial advisor pipeline with its strategy to grow and promote branch team success. This approach may continue to result in fewer financial advisors hired than historical levels.

Net new households decreased 23% in the first quarter of 2022 compared to an elevated level of new households in 2021. Net new assets decreased 5% in the first quarter of 2022 due to higher asset outflows in the first quarter of 2022 compared to lower than average outflows in the first quarter of 2021, partially offset by higher average asset sizes for new households.

Net revenue increased 6% to $3,033 for the first quarter of 2022 compared to the same period in 2020 due to increases in the market value of client assets, as well as the cumulative impact of client dollars invested. Net new assets increased 5% to $20 billion during the first quarter of 2021 compared to the first quarter of 2020.  

Advisory programs' average assets under care increased 32% to $575 billion in the first quarter of 2021 due to higher average market levels compared to the same period in 2020 and the continued investment of client assets into advisory programs.  

Net revenue increased 15% to $2,853 for the first quarter of 2021 compared to the same period in 2020.2021. Results reflected a 22%12% increase in asset-based fee revenue, primarily due to higher average equity market increases,levels, partially offset by lower average bond market levels, as well as the cumulative impact of net asset inflows intoin advisory programs in both 2021 and 2020.programs. The increase in net revenue increase was partially offset by a decreasedecreases in other revenue and trade revenue in the first quarter of 20212022 compared to the same period in 2020.2021. The decrease in other revenue was due to unrealized losses on the Partnership's U.S. Treasury investment securities, due to rising interest rates. Other revenue also decreased due to lower market levels at the end of the first quarter of 2022 compared to the end of 2021, resulting in unrealized losses from the decrease in the value of the Partnership's mutual fund investment securities held to economically hedge future liabilities related to the non-qualified deferred compensation plan. The unrealized losses related to the economic hedge were offset by lower financial advisor compensation expense. Trade revenue decreased primarily due to lower client dollars invested compared to the same period in 2020, which included a significant increase in client dollars invested in equities in March 2020 due to the significant market volatility from the uncertainties surrounding the impacts of COVID-19.

Operating expenses increased 13% to $2,473 in the first quarter of 20212022 compared to the first quarter of 2020,2021.

Operating expenses increased 8% to $2,672 in the first quarter of 2022 compared to the first quarter of 2021, primarily due to an increase in compensation and benefits expenseexpense. Financial advisor compensation increased largely due to an increase in revenues on which commissions are earned. VariableHome office and branch compensation increased primarily due to increases in the Partnership's profitability,higher wages and healthcare costs, including from an increase in the number of profitable branchesassociates. The Partnership has made and an overall increasewill continue to make investments in branch profitability.human capital, technology infrastructure, digital initiatives, virtual business enablement tools, strategic relationships and test and learn pilot programs to support the Partnership's long-term growth objectives.

Overall, the increase in net revenue,operating expenses, partially offset by the increase in operating expenses,net revenues, generated income before allocations to partners of $380,$361, a 25% increase5% decrease from the first quarter of 2020.  2021. Income before allocations to partners margin was 11.8% in the first quarter of 2022, which measures the short-term financial impacts of long-term investments.


Given the global health, market, employment and economic uncertainty of the COVID-19 pandemic, the Partnership cannot reliably predict the ultimate impact of COVID-19 on financial markets or its financial results, including how its clients, their trading activity, the financial markets or government regulators will respond to such uncertainty. As a result, the pandemic's effects on trade revenue are uncertain, and further economic or market events could have a negative impact. In addition, the pandemic's potential effects on the economy, market volatility and the Partnership's current and prospective clients could result in a reduction in client assets under care and slower net new asset growth, which could negatively impact future asset-based fee revenue.

The Partnership continues to assess its response to the COVID-19 pandemic. In the event the Partnership begins to experience adverse impacts in response to further economic or market events, the Partnership may consider resuming or adopting measures to reduce future operating expenses.


19


PART I. FINANCIAL INFORMATION

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIODS ENDED MARCH 26, 202125, 2022 AND MARCH 27, 202026, 2021

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

Fee Revenue

Fee revenue, which consists of asset-based fees and account and activity fees, increased 20%12% to $2,379$2,675 in the first quarter of 20212022 compared to the same period in 2020.2021. A discussion of fee revenue components follows.

 

 

Three Months Ended

 

 

 

March 25, 2022

 

 

March 26, 2021

 

 

% Change

 

Fee revenue:

 

 

 

 

 

 

 

 

 

   Asset-based fee revenue:

 

 

 

 

 

 

 

 

 

Advisory programs fees

 

$

1,927

 

 

$

1,667

 

 

 

16

%

Service fees

 

 

408

 

 

 

391

 

 

 

4

%

Other asset-based fees

 

 

168

 

 

 

151

 

 

 

11

%

Total asset-based fee revenue

 

 

2,503

 

 

 

2,209

 

 

 

13

%

   Account and activity fee revenue:

 

 

 

 

 

 

 

 

 

Shareholder accounting services fees

 

 

111

 

 

 

107

 

 

 

4

%

Other account and activity fee revenue

 

 

61

 

 

 

63

 

 

 

-3

%

Total account and activity fee revenue

 

 

172

 

 

 

170

 

 

 

1

%

   Total fee revenue

 

$

2,675

 

 

$

2,379

 

 

 

12

%

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

Average U.S. client asset values ($ billions)(1):

 

 

 

 

 

 

 

 

 

Advisory programs

 

$

665.8

 

 

$

565.3

 

 

 

18

%

Mutual fund assets held outside of advisory programs

 

$

581.2

 

 

$

539.2

 

 

 

8

%

Insurance

 

$

87.1

 

 

$

85.7

 

 

 

2

%

Cash solutions

 

$

54.4

 

 

$

48.5

 

 

 

12

%

 

 

Three Months Ended

 

 

 

March 26,

 

 

March 27,

 

 

%

 

 

 

2021

 

 

2020

 

 

Change

 

Fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

   Asset-based fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Advisory programs fees

 

$

1,667

 

 

$

1,300

 

 

 

28

%

Service fees

 

 

391

 

 

 

340

 

 

 

15

%

Other asset-based fees

 

 

151

 

 

 

166

 

 

 

-9

%

Total asset-based fee revenue

 

 

2,209

 

 

 

1,806

 

 

 

22

%

   Account and activity fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder accounting services fees

 

 

107

 

 

 

109

 

 

 

-2

%

Other account and activity fee revenue

 

 

63

 

 

 

62

 

 

 

2

%

Total account and activity fee revenue

 

 

170

 

 

 

171

 

 

 

-1

%

   Total fee revenue

 

$

2,379

 

 

$

1,977

 

 

 

20

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

 

 

 

Average U.S. client asset values ($ billions)(1):

 

 

 

 

 

 

 

 

 

 

 

 

Advisory programs

 

$

565.3

 

 

$

429.4

 

 

 

32

%

Mutual fund assets held outside of advisory programs

 

$

539.2

 

 

$

445.0

 

 

 

21

%

Insurance

 

$

85.7

 

 

$

75.4

 

 

 

14

%

Cash solutions

 

$

48.5

 

 

$

36.0

 

 

 

35

%

(1)
Assets on which the Partnership earns asset-based fee revenue. The U.S. portion of consolidated asset-based fee revenue was approximately 98% for the periods presented.

(1)

Assets on which the Partnership earns asset-based fee revenue. The U.S. portion of consolidated asset-based fee revenue was 98% for the periods presented.

Overall asset-based fee revenue increased 22%13% to $2,209$2,503 in the first quarter of 20212022 compared to the same period in 2020,2021, primarily due to a 28% increaseincreases in revenue from advisory programs fees. Growth in revenue from advisory programs fees was due to the cumulative impact of client assets invested in advisory programs and higher average equity market levels, partially offset by lower average bond market levels in the first quarter of 20212022 compared to the same period in 2020 and2021. Service fees revenue increased due to the continued investmentincrease in the average value of clientmutual fund assets held outside of advisory programs resulting from higher average equity market levels, partially offset by lower average bond market levels in advisory programs. The decreasethe first quarter of 2022 compared to the same period in other2021. Other asset-based fee revenue increased in the first quarter of 2022 compared to the same period in 2021, reflected declines in cash solutions revenue, primarily from increaseddue to lower fee waivers in order to maintain a positive client yield on the Money Market Fund following the decrease in the federal funds rate to near zero in March 2020. Due to the timing of theresulting from increased interest rate decrease in March 2020, fee waivers did not significantly impact asset-based fee revenuerates in the first quarter of 2020.  2022.


 

20


PART I. FINANCIAL INFORMATION

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

Trade Revenue

Trade revenue, which consists of commissions and principal transactions, decreased 10%12% to $442$389 in the first quarter of 20212022 compared to the same period in 2020.2021. A discussion of trade revenue components follows.

 

 

 

Three Months Ended

 

 

 

March 25, 2022

 

 

 

March 26, 2021

 

 

 

% Change

 

Trade revenue:

 

 

 

 

 

 

 

 

 

 

 

Commissions revenue:

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

160

 

 

 

$

168

 

 

 

 

-5

%

Mutual funds

 

 

154

 

 

 

 

201

 

 

 

 

-23

%

Insurance products and other

 

 

64

 

 

 

 

64

 

 

 

 

 

Total commissions revenue

 

$

378

 

 

 

$

433

 

 

 

 

-13

%

Principal transactions

 

 

11

 

 

 

 

9

 

 

 

 

22

%

Total trade revenue

 

$

389

 

 

 

$

442

 

 

 

 

-12

%

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

 

 

Client dollars invested ($ billions)(1)

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

11.3

 

 

44%

$

11.9

 

 

43%

 

-5

%

Mutual funds

 

 

9.3

 

 

37%

 

12.1

 

 

43%

 

-23

%

Insurance products and other

 

 

1.5

 

 

6%

 

1.6

 

 

6%

 

-6

%

Principal transactions

 

 

3.3

 

 

13%

 

2.4

 

 

8%

 

38

%

Total client dollars invested

 

$

25.4

 

 

 

$

28.0

 

 

 

 

-9

%

 

 

 

 

 

 

 

 

 

 

 

 

Margin per $1,000 invested

 

$

15.3

 

 

 

$

15.8

 

 

 

 

-3

%

U.S. business days

 

 

58

 

 

 

 

58

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 26,

 

 

 

 

 

March 27,

 

 

 

 

 

%

 

 

 

2021

 

 

 

 

 

2020

 

 

 

 

 

Change

 

Trade revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

201

 

 

 

 

 

$

204

 

 

 

 

 

 

-1

%

Equities

 

 

168

 

 

 

 

 

 

207

 

 

 

 

 

 

-19

%

Insurance products and other

 

 

64

 

 

 

 

 

 

66

 

 

 

 

 

 

-3

%

Total commissions revenue

 

$

433

 

 

 

 

 

$

477

 

 

 

 

 

 

-9

%

Principal transactions

 

 

9

 

 

 

 

 

 

16

 

 

 

 

 

 

-44

%

Total trade revenue

 

$

442

 

 

 

 

 

$

493

 

 

 

 

 

 

-10

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client dollars invested ($ billions)(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

12

��

 

43%

 

$

11

 

 

31%

 

 

9

%

Equities

 

 

12

 

 

43%

 

 

14

 

 

40%

 

 

-14

%

Insurance products and other

 

 

2

 

 

7%

 

 

1

 

 

3%

 

 

100

%

Principal transactions

 

 

2

 

 

7%

 

 

9

 

 

26%

 

 

-78

%

Total client dollars invested

 

$

28

 

 

 

 

 

$

35

 

 

 

 

 

 

-20

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Margin per $1,000 invested

 

$

15.8

 

 

 

 

 

$

14.1

 

 

 

 

 

 

12

%

U.S. business days

 

 

58

 

 

 

 

 

 

60

 

 

 

 

 

 

-3

%

(1)
Percentages represent client dollars invested in each product as a percent of total client dollars invested.

(1)

Percentages represent client dollars invested in each product as a percent of total client dollars invested.

The decrease in trade revenue in the first quarter of 20212022 compared to the same period in 20202021 was primarily due to decreases in mutual fund and equity commissions revenue and principal transactions revenue.  Commissions revenue decreased primarily due toas a result of lower client dollars invested, compared towhich coincided with increased market volatility in the first quarter of 2020, which included a significant increase in client dollars invested in equities in March 2020 with lower securities prices as global markets were increasingly volatile due to the uncertainties surrounding the impacts of COVID-19. The decrease in trade revenue was partially offset by higher overall margins2022. Overall margin earned decreased due to a change in product mix with a higher portion of client dollars invested in equities and mutual funds, which earn higher margins than principal transaction products. Despite higher overall margins, margins earned on mutual funds have decreased due to changesproducts in mutual fund fee structures, which has resulted in a decrease in mutual funds revenue. Principal transactions revenue decreased as a resultthe first quarter of a decrease in client dollars invested with lower interest rates on those products2022 compared to the first quarter of 2020.  2021, which earn lower margins than mutual fund and insurance products.

Net Interest and Dividends

Net interest and dividends revenue decreased 73%increased 50% to $14$21 in the first quarter of 20212022 compared to the same period in 20202021 primarily due to increased interest rates remaining at record low levels since the Federal Reserve cut the federal funds effective rate to near zeroincome earned on client margin loans, as well as an increase in March 2020, which was only partially reflectedshort-term investment interest. The average balances of client margin loans held by clients and short-term investments increased 20% and 8%, respectively, in the first quarter of 2020 results. Despite increases in short-term investment balances, interest revenue decreased due to the lower federal funds rate2022 compared to the prior period. Interest revenue also decreasedfirst quarter of 2021. Additionally, short-term investment income increased due to lower interest earned on client margin balances. The decreasea rise in interest revenue was partially offset by a decreaserates in customer credit interest expense in 2021the first quarter of 2022 compared to the same period in 2020. first quarter of 2021.

The majority of interest expense in the first quarter of 20212022 consisted of the minimum 7.5% annual return on the face amount of limited partnership capital paid to limited partners. The 7.5% rate is fixed and is not impacted by the lowcurrent interest rate environment.

21


PART I. FINANCIAL INFORMATION

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Operating Expenses

Operating expenses increased 13%8% to $2,473$2,672 in the first quarter of 20212022 compared to the same period in 2020, primarily due to an increase in compensation and benefits expense.2021. A discussion of operating expense components follows.

 

 

Three Months Ended

 

 

 

March 25, 2022

 

 

March 26, 2021

 

 

% Change

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Compensation and benefits:

 

 

 

 

 

 

 

 

 

Financial advisor

 

$

1,229

 

 

$

1,169

 

 

 

5

%

Home office and branch

 

 

444

 

 

 

401

 

 

 

11

%

Variable compensation

 

 

475

 

 

 

469

 

 

 

1

%

Total compensation and benefits

 

 

2,148

 

 

 

2,039

 

 

 

5

%

Occupancy and equipment

 

 

143

 

 

 

134

 

 

 

7

%

Communications and data processing

 

 

146

 

 

 

104

 

 

 

40

%

Fund sub-adviser fees

 

 

63

 

 

 

56

 

 

 

13

%

Professional and consulting fees

 

 

40

 

 

 

31

 

 

 

29

%

Other operating expenses

 

 

132

 

 

 

109

 

 

 

21

%

Total operating expenses

 

$

2,672

 

 

$

2,473

 

 

 

8

%

 

 

 

 

 

 

 

 

 

 

Related metrics (actual):

 

 

 

 

 

 

 

 

 

Number of branches:

 

 

 

 

 

 

 

 

 

At period end

 

 

15,576

 

 

 

15,363

 

 

 

1

%

Average

 

 

15,549

 

 

 

15,358

 

 

 

1

%

Financial advisors:

 

 

 

 

 

 

 

 

 

At period end

 

 

18,772

 

 

 

18,967

 

 

 

-1

%

Average

 

 

18,799

 

 

 

19,093

 

 

 

-2

%

Branch office administrators(1):

 

 

 

 

 

 

 

 

 

At period end

 

 

17,646

 

 

 

17,062

 

 

 

3

%

Average

 

 

17,595

 

 

 

16,946

 

 

 

4

%

Home office associates(1):

 

 

 

 

 

 

 

 

 

At period end

 

 

7,396

 

 

 

7,090

 

 

 

4

%

Average

 

 

7,600

 

 

 

7,029

 

 

 

8

%

 

 

Three Months Ended

 

 

 

March 26,

 

 

March 27,

 

 

%

 

 

 

2021

 

 

2020

 

 

Change

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits:

 

 

 

 

 

 

 

 

 

 

 

 

Financial advisor

 

$

1,169

 

 

$

1,030

 

 

 

13

%

Home office and branch

 

 

401

 

 

 

396

 

 

 

1

%

Variable compensation

 

 

469

 

 

 

338

 

 

 

39

%

Total compensation and benefits

 

 

2,039

 

 

 

1,764

 

 

 

16

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Occupancy and equipment

 

 

134

 

 

 

131

 

 

 

2

%

Communications and data processing

 

 

104

 

 

 

101

 

 

 

3

%

Fund sub-adviser fees

 

 

56

 

 

 

42

 

 

 

33

%

Professional and consulting fees

 

 

31

 

 

 

29

 

 

 

7

%

Other operating expenses

 

 

109

 

 

 

121

 

 

 

-10

%

Total operating expenses

 

$

2,473

 

 

$

2,188

 

 

 

13

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics (actual):

 

 

 

 

 

 

 

 

 

 

 

 

Number of branches:

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

15,363

 

 

 

15,229

 

 

 

1

%

Average

 

 

15,358

 

 

 

15,159

 

 

 

1

%

Financial advisors:

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

18,967

 

 

 

19,027

 

 

 

Average

 

 

19,093

 

 

 

18,863

 

 

 

1

%

Branch office administrators(1):

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

17,062

 

 

 

17,220

 

 

 

-1

%

Average

 

 

16,946

 

 

 

17,046

 

 

 

-1

%

Home office associates(1):

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

7,090

 

 

 

7,152

 

 

 

-1

%

Average

 

 

7,029

 

 

 

7,112

 

 

 

-1

%

Home office associates(1) per 100

   financial advisors (average)

 

 

36.8

 

 

 

37.7

 

 

 

-2

%

Branch office administrators(1) per 100

   financial advisors (average)

 

 

88.8

 

 

 

90.4

 

 

 

-2

%

Operating expenses per

   financial advisor (average)(2)

 

$

40,800

 

 

$

41,245

 

 

 

-1

%

(1)
Counted on a full-time equivalent basis.

(1)

Counted on a full-time equivalent basis.

(2)

Operating expenses used in calculation represent total operating expenses less financial advisor compensation, variable compensation and fund sub-adviser fees.


22


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

The increase in operating expenses in the first quarter of 20212022 compared to the same period in 20202021 was primarily due to compensation and benefits expense (described below) increasing 16%5% to $2,039. $2,148 and communications and data processing fees increasing 40% to $146, due to intentional investments in technology infrastructure, digital initiatives, virtual enablement tools and test and learn pilot programs.

Financial advisor compensation and benefits expense increased 13%5% to $1,229 in the first quarter of 20212022 compared to the same period in 20202021 largely due to an increase in revenues on which commissions are earned. Home office and branch compensation and benefits expense increased 11% to $444 in the first quarter of 2022 compared to the first quarter of 2021 primarily due to higher wages and healthcare costs, including from an increase in the number of associates.

Variable compensation expands and contracts in relation to the Partnership’s related profitability and margin earned. A significant portion of the Partnership’s profits are allocated to variable compensation and paid to associates in the form of bonuses and profit sharing. Variable compensation increased 39%1% to $469$475 in the first quarter of 20212022 compared to the same period in 20202021 due to increases in the Partnership's profitability, including an increase in the number of profitable branches and an overall increase in branch profitability.

The Partnership uses the ratios

22


PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of both the numberFinancial Condition and Results of home office associates and the number of branch office administrators ("BOAs") per 100 financial advisors, as well as operating expenses per financial advisor (excluding financial advisor compensation, variable compensation and fund sub-adviser fees), as key metrics in managing its costs.  In the first quarter of 2021, the average number of home office associates and BOAs per 100 financial advisors both decreased 2% compared to the same period in 2020.  Operating expenses per financial advisor decreased 1% in the first quarter of 2021 compared to the same period in 2020, due to relatively flat operating expenses (excluding financial advisor compensation, variable compensation and fund sub-advisor fees) spread across a slight increase in the average number of financial advisors.Operations, continued

The number of financial advisors decreased 60 to 18,967 at the end of the first quarter of 2021 compared to the end of the same period in the prior year. In response to the COVID-19 pandemic, the Partnership implemented measures to optimize firm resources and control costs, including a temporary pause on the recruitment of non-licensed financial advisors during 2020. The Partnership remains committed to financial advisor growth to continue to serve existing clients and future clients and create a positive impact in our communities by hiring both experienced financial advisors and non-licensed candidates in future periods. The Partnership has restarted hiring and is committed to an innovative and intentional strategy to grow its impact by offering a plan and resources for both current financial advisors and new hires. This approach may result in fewer financial advisors hired than historically experienced. Additionally, the Partnership continues to make investments in virtual business enablement tools to help its branch teams be successful with the ongoing limitations on in-person client prospecting and consultations.

The Partnership continues to assess the measures adopted in response to the COVID-19 pandemic.  In the event the Partnership begins to experience adverse impacts in response to further economic or market events, the Partnership may consider resuming or adopting measures to reduce future operating expenses.

Segment Information


The Partnership has two operating and reportable segments based upon geographic location, the U.S. and Canada. Canada segment information, as reported in the following table, is based upon the consolidated financial statements of the Partnership’s Canada operations. The U.S. segment information is derived from the Consolidated Financial Statements less the Canada segment information as presented. Pre-variable income represents income before variable compensation expense and before allocations to partners. This is consistent with how management views the segments to assess performance.  COVID-19 is a global pandemic that has resulted in significant uncertainty; however, based on current information, the Partnership expects COVID-19 to impact the future financial results

23


PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of the segments similarly.  Financial Condition and Results of Operations, continued

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

 

 

Three Months Ended

 

 

 

March 25, 2022

 

 

March 26, 2021

 

 

% Change

 

Net revenue:

 

 

 

 

 

 

 

 

 

U.S.

 

$

2,944

 

 

$

2,779

 

 

 

6

%

Canada

 

 

89

 

 

 

74

 

 

 

20

%

Total net revenue

 

 

3,033

 

 

 

2,853

 

 

 

6

%

 

 

 

 

 

 

 

 

 

 

Operating expenses (excluding variable compensation):

 

 

 

 

 

 

 

 

 

U.S.

 

 

2,125

 

 

 

1,938

 

 

 

10

%

Canada

 

 

72

 

 

 

66

 

 

 

9

%

Total operating expenses

 

 

2,197

 

 

 

2,004

 

 

 

10

%

 

 

 

 

 

 

 

 

 

 

Pre-variable income:

 

 

 

 

 

 

 

 

 

U.S.

 

 

819

 

 

 

841

 

 

 

-3

%

Canada

 

 

17

 

 

 

8

 

 

 

113

%

Total pre-variable income

 

 

836

 

 

 

849

 

 

 

-2

%

 

 

 

 

 

 

 

 

 

 

Variable compensation:

 

 

 

 

 

 

 

 

 

U.S.

 

 

464

 

 

 

460

 

 

 

1

%

Canada

 

 

11

 

 

 

9

 

 

 

22

%

Total variable compensation

 

 

475

 

 

 

469

 

 

 

1

%

 

 

 

 

 

 

 

 

 

 

Income (loss) before allocations to partners:

 

 

 

 

 

 

 

 

 

U.S.

 

 

355

 

 

 

381

 

 

 

-7

%

Canada

 

 

6

 

 

 

(1

)

 

 

700

%

Total income before allocations to partners

 

$

361

 

 

$

380

 

 

 

-5

%

 

 

 

 

 

 

 

 

 

 

Client assets under care ($ billions):

 

 

 

 

 

 

 

 

 

U.S.

 

 

 

 

 

 

 

 

 

At period end

 

$

1,707.0

 

 

$

1,583.4

 

 

 

8

%

Average

 

$

1,719.0

 

 

$

1,539.0

 

 

 

12

%

Canada

 

 

 

 

 

 

 

 

 

At period end

 

$

39.4

 

 

$

34.1

 

 

 

16

%

Average

 

$

38.8

 

 

$

32.7

 

 

 

19

%

 

 

 

 

 

 

 

 

 

 

Net new assets for the period ($ billions):

 

 

 

 

 

 

 

 

 

U.S.

 

$

18.2

 

 

$

19.3

 

 

 

-6

%

Canada

 

$

0.9

 

 

$

0.8

 

 

 

13

%

 

 

 

 

 

 

 

 

 

 

Financial advisors (actual):

 

 

 

 

 

 

 

 

 

U.S.

 

 

 

 

 

 

 

 

 

At period end

 

 

17,921

 

 

 

18,077

 

 

 

-1

%

Average

 

 

17,947

 

 

 

18,196

 

 

 

-1

%

Canada

 

 

 

 

 

 

 

 

 

At period end

 

 

851

 

 

 

890

 

 

 

-4

%

Average

 

 

852

 

 

 

897

 

 

 

-5

%

 

2324


PART I. FINANCIAL INFORMATION

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

 

Three Months Ended

 

 

 

 

March 26,

 

 

March 27,

 

 

%

 

 

 

 

2021

 

 

2020

 

 

Change

 

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

2,779

 

 

$

2,423

 

 

 

15

%

 

Canada

 

 

74

 

 

 

68

 

 

 

9

%

 

Total net revenue

 

 

2,853

 

 

 

2,491

 

 

 

15

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (excluding variable compensation):

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

1,938

 

 

 

1,787

 

 

 

8

%

 

Canada

 

 

66

 

 

 

63

 

 

 

5

%

 

Total operating expenses

 

 

2,004

 

 

 

1,850

 

 

 

8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-variable income:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

841

 

 

 

636

 

 

 

32

%

 

Canada

 

 

8

 

 

 

5

 

 

 

60

%

 

Total pre-variable income

 

 

849

 

 

 

641

 

 

 

32

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

460

 

 

 

331

 

 

 

39

%

 

Canada

 

 

9

 

 

 

7

 

 

 

29

%

 

Total variable compensation

 

 

469

 

 

 

338

 

 

 

39

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before allocations to partners:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

381

 

 

 

305

 

 

 

25

%

 

Canada

 

 

(1

)

 

 

(2

)

 

 

50

%

 

Total income before allocations to partners

 

$

380

 

 

$

303

 

 

 

25

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client assets under care ($ billions):

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

1,583.4

 

 

$

1,133.9

 

 

 

40

%

 

Average

 

$

1,539.0

 

 

$

1,259.7

 

 

 

22

%

 

Canada

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

34.1

 

 

$

23.3

 

 

 

46

%

 

Average

 

$

32.7

 

 

$

26.5

 

 

 

23

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net new assets for the period ($ billions):

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

19.3

 

 

$

18.0

 

 

 

7

%

 

Canada

 

$

0.8

 

 

$

0.6

 

 

 

33

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial advisors (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

18,077

 

 

 

18,124

 

 

 

0

%

 

Average

 

 

18,196

 

 

 

17,977

 

 

 

1

%

 

Canada

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

890

 

 

 

903

 

 

 

-1

%

 

Average

 

 

897

 

 

 

886

 

 

 

1

%

 

 

U.S.

24


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

U.S.

Net revenue increased 15%6% to $2,779$2,944 in the first quarter of 20212022 compared to the same period in 2020,2021, primarily due to an increase in asset-based fee revenue. Asset-based fee revenue increased 22% to $2,15713% in the first quarter of 2021,2022 to $2,437 led by an increase in revenue from advisory programs fees, largelyprimarily due to the continued investment of client assets in advisory programs and higher average equity market levels, partially offset by lower average bond market levels in the first quarter of 20212022 compared to the same period in 2020, as well as the cumulative impact of net asset inflows into advisory programs.  2021.

Operating expenses (excluding variable compensation) increased 8%10% to $1,938$2,125 in the first quarter of 20212022 compared to the same period in 20202021 primarily due to an increase in compensation and benefits expense. Financial advisor compensation increased largely due to an increase in revenues on which commissions are earned. Home office and branch compensation increased primarily due to higher wages and healthcare costs, including from an increase in the number of associates.

Net income before allocations to partners decreased 7% to $355 in the first quarter of 2022 compared to the first quarter of 2021.

Canada

Net revenue increased 20% to $89 in the first quarter of 2022 compared to the same period in 2021, primarily due to an increase in asset-based fee revenue. Asset-based fee revenue increased 27% in the first quarter of 2022 to $66 led by an increase in revenue from advisory programs fees primarily due to the cumulative impact of client assets invested in advisory programs and higher average equity market levels, partially offset by lower average bond market levels in the first quarter of 2022 compared to the same period in 2021.

Operating expenses (excluding variable compensation) increased 9% to $72 in the first quarter of 2022 compared to the same period in 2021 primarily due to an increase in financial advisor compensation. Financial advisor compensation and benefits expense increased primarilylargely due to an increase in revenues on which commissions are earned.

Canada

Net revenueincome before allocations to partners increased 9%$7 to $74$6 in the first quarter of 2021 compared to the same period in 2020, primarily due to increases in asset-based fee revenue.  Asset-based fee revenue increased 21% to $52 in the first quarter of 2021, led by higher average market levels in the first quarter of 2021 compared to the same period in 2020, as well as an increase in advisory programs fees largely due to the cumulative impact of net asset inflows into advisory programs.

Operating expenses (excluding variable compensation) increased 5% to $66 in the first quarter of 20212022 compared to the first quarter of 2020 due to an increase in financial advisor compensation. Financial advisor compensation and benefits expense increased primarily due to an increase in revenues on which commissions are earned.2021.

LEGISLATIVE AND REGULATORY REFORM

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, the Partnership continues to monitor several proposed, potential and recently enacted federal and state legislation, rules and regulations.

MUTUAL FUNDS AND INSURANCE PRODUCTS

The Partnership estimates approximately 30%27% and 32%30% of its total revenue was derived from sales and services related to mutual fund and insurance products for the three-month periods ended March 26, 202125, 2022 and March 27, 2020,26, 2021, respectively. In addition, the Partnership derived 13% and 14% of its total revenue for theboth three-month periods ended March 26, 202125, 2022 and March 27, 2020, respectively,26, 2021, from one mutual fund company. The revenue generated from this company relates to business conducted with the Partnership’sPartnership's U.S. segment.

Significant reductions in these revenues due to changes in the mutual fundfunds industry affecting fee structures that result in decreased margins earned, regulatory reform or other changes to the Partnership’s relationship with mutual fund or insurance companies could have a material adverse effect on the Partnership’s results of operations, financial condition, and liquidity.

25


PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

LIQUIDITY AND CAPITAL RESOURCES

The Partnership requires liquidity to cover its operating expenses, net capital requirements, capital expenditures, distributions to partners and redemptions of Partnership interests, as well as to facilitate client transactions. The principal sources for meeting the Partnership’s liquidity requirements include 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.


25


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

As of March 26, 2021, the Partnership had $3,292 in cash, cash equivalents consisting of certificates of deposit and money market funds, and highly liquid investments consisting of securities purchased under agreements to resell and U.S. treasuries. Additionally, the Partnership had $3,221 in Partnership capital and no debt as of March 26, 2021.  The Partnership has committed and uncommitted lines of credit in place should a liquidity need arise but has not drawn upon these lines. The Partnership believes that its financial position remains strong as it addresses the uncertainty of the ongoing impacts of COVID-19 on the global economy and, based on current information, does not anticipate any significant changes to its current liquidity or capital position.  

Partnership Capital

The Partnership’s growth in capital has historically been the result of the sale of Interests to its associates and existing limited partners, the sale of subordinated limited partnership interests to its current or retiring general partners, and retention of a portion of general partner earnings.

The Partnership filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission ("SEC") on January 12, 2018, to register $450 of Interests issuable pursuant to the Partnership's 2018 Employee Limited Partnership Interest Purchase Plan (the "2018 Plan"). The Partnership issued approximately $5 and $4 of Interests under the 2018 Plan in the year ended December 31, 2021 and the first quarter of 2022, respectively. The Partnership plans to terminate the 2018 Plan in 2022 and deregister all remaining unsold Interests under the 2018 Plan. Before the 2018 Plan is terminated, the Partnership may issue the remaining $60 of Interests under that plan at the discretion of the Managing Partner. The Partnership filed a Registration Statement on Form S-8 with the SEC on January 12, 2018,December 8, 2021, to register $450an additional $700 of Interests issuable pursuant to the 20182021 Plan.  In addition to issuances of Interests in prior periods, the Partnership issued approximately $1 million and $3 million of Interests under the 2018 Plan in early 2020, and 2021, respectively. The remaining $66 million of Interests may be issued under the 2018 Plan at the discretion of the Managing Partner in the future. Proceeds from the offering under the 20182021 Plan were and are expected to be used to meet growth needs or for working capital and general firm purposes and to ensure there is adequate general liquidity of the Partnership for future needs.other purposes. The issuance of Interests reduces the Partnership’s net interest income and profitability.income before allocations to partners.

The Partnership’s capital subject to mandatory redemption at March 26, 2021,25, 2022, net of reserve for anticipated withdrawals, was $3,221, $3,429, an increase of $146$194 from December 31, 2020.2021. This increase in Partnership capital subject to mandatory redemption was primarily due to the retention of a portion of generalgeneral partner earnings ($40)38) and additional capital contributions related to limited partner, subordinated limited partner and general partner interests ($3, $604, $52 and $211,$264, respectively), partially offset by the net increase in Partnership loans outstanding ($97)104) and the redemption of limited partner, subordinated limited partner and general partner interests ($5, $16$17 and $50,$38, respectively). During both of the three-month periods ended March 26, 202125, 2022 and March 27, 2020,26, 2021, the Partnership retained 13.8%13.8% of income allocated to general partners.

Under the terms of the Partnership’s Twenty-First Amended and Restated Agreement of Registered Limited Liability Limited Partnership, Agreement,dated September 1, 2021 (the “Partnership Agreement”), a partner’s capital is required to be redeemed by the Partnership in the event of the partner’spartner'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. 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.

26


PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

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)Enterprise Leadership Team ("ELT"), as defined in 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 CommitteeELT 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 greater of the Prime Rate for the last business day of the prior fiscal month or 3.25%. per annum. 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 partner loans will have an adverse impact on the Partnership’s short-term liquidity or capital resources.

26


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

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 hertheir 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 these banks increase credit available to the partners, financing available to the Partnership 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 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.

27


PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

 

As of March 25, 2022

 

 

 

Limited
Partnership
Interests

 

 

Subordinated
Limited
Partnership
Interests

 

 

General
Partnership
Interests

 

 

Total
Partnership
Interests

 

Total Partnership capital(1)

 

$

1,224

 

 

$

616

 

 

$

2,014

 

 

$

3,854

 

Partnership capital owned by partners with
   individual loans

 

$

95

 

 

$

 

 

$

1,017

 

 

$

1,112

 

Partnership capital owned by partners with individual
   loans as a percent of total Partnership capital

 

 

8

%

 

 

 

 

 

50

%

 

 

29

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual loans:

 

 

 

 

 

 

 

 

 

 

 

 

Individual bank loans

 

$

18

 

 

$

 

 

$

 

 

$

18

 

Individual Partnership loans

 

 

 

 

 

 

 

 

425

 

 

 

425

 

Total individual loans

 

$

18

 

 

$

 

 

$

425

 

 

$

443

 

Individual loans as a percent of total Partnership capital

 

 

1

%

 

 

 

 

 

21

%

 

 

11

%

Individual loans as a percent of respective Partnership
   capital owned by partners with loans

 

 

19

%

 

 

 

 

 

42

%

 

 

40

%

 

 

 

As of March 26, 2021

 

 

 

Limited

Partnership

Interests

 

 

Subordinated

Limited

Partnership

Interests

 

 

General

Partnership

Interests

 

 

Total

Partnership

Interests

 

Total Partnership capital(1)

 

$

1,235

 

 

$

583

 

 

$

1,841

 

 

$

3,659

 

Partnership capital owned by partners with

   individual loans

 

$

179

 

 

$

 

 

$

980

 

 

$

1,159

 

Partnership capital owned by partners with individual

   loans as a percent of total Partnership capital

 

 

14

%

 

 

0

%

 

 

53

%

 

 

32

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual bank loans

 

$

44

 

 

$

 

 

$

 

 

$

44

 

Individual Partnership loans

 

 

 

 

 

 

 

 

438

 

 

 

438

 

Total individual loans

 

$

44

 

 

$

 

 

$

438

 

 

$

482

 

Individual loans as a percent of total Partnership capital

 

 

4

%

 

 

0

%

 

 

24

%

 

 

13

%

Individual loans as a percent of respective Partnership

   capital owned by partners with loans

 

 

25

%

 

 

0

%

 

 

45

%

 

 

42

%

(1)
Total Partnership capital, as defined for this table, is before the reduction of Partnership loans and is net of reserve for anticipated withdrawals.

(1)

Total Partnership capital, as defined for this table, is before the reduction of Partnership loans and is net of reserve for anticipated withdrawals.

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.


27


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Lines of Credit

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

 

 

March 26,

 

 

December 31,

 

 

2021

 

 

2020

 

 

March 25, 2022

 

 

December 31, 2021

 

2018 Credit Facility

 

$

500

 

 

$

500

 

 

$

500

 

$

500

 

Uncommitted secured credit facilities

 

 

390

 

 

 

390

 

 

 

390

 

 

 

390

 

Total bank lines of credit

 

$

890

 

 

$

890

 

 

$

890

 

 

$

890

 

 

In accordance with the terms of the Partnership's $500 committed revolving line of credit (the "2018 Credit Facility") entered into in September 2018, the Partnership is required to maintain a leverage ratio of no more than 35% and minimum Partnership capital, net of reserve for anticipated withdrawals and Partnership loans, of at least $1,884. In addition, Edward Jones is required to maintain a minimum tangible net worth of at least $1,344 and minimum regulatory net capital of at least 6% of aggregate debit items as calculated under the alternative method. The Partnership has the ability to draw on various types of loans. The associated interest rate depends on the type of loan, duration of the loan, whether the loan is secured or unsecured and the amount of leverage. Contractual rates are based on an index rate plus the applicable rate.spread. The 2018 Credit Facility is intended to provide short-term liquidity to the Partnership should the need arise. As of March 26, 2021,25, 2022, the Partnership was in compliance with all covenants related to the 2018 Credit Facility.

In addition, the Partnership has multiple uncommitted secured lines of credit totaling $390 that are subject to change at the discretion of the banks. The Partnership also has an additional uncommitted line of credit where the amount and the associated collateral requirements are at the bank's discretion in the event of a borrowing. Based on credit market conditions and the uncommitted nature of these credit facilities, it is possible that these lines of credit could decrease or not be available in the future. Actual borrowing capacity on secured lines is based on availability of client margin securities or firm-owned securities, which would serve as collateral on loans in the event the Partnership borrowed against these lines.

There were no amounts outstanding on the 2018 Credit Facility or the uncommitted lines of credit as of March 26, 202125, 2022 or December 31, 2020.2021. In addition, the Partnership did not have any draws against these lines of credit during the three-month period ended March 26, 2021.25, 2022.

28


PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Cash Activity

As of March 26, 2021,25, 2022, the Partnership had $1,418$1,306 in cash and cash equivalents and $1,759$1,084 in securities purchased under agreements to resell, which generally have overnight maturities.maturities of less than one week. This totaled to $3,177$2,390 of Partnership liquidity as of March 26, 2021,25, 2022, a 12% increase29% decrease from $2,839 at$3,364 as of December 31, 2020.2021. The Partnership had $18,062 and $17,918$20,232 and $20,179 in cash and investments segregated under federal regulations as of March 26, 202125, 2022 and December 31, 2020,2021, respectively, which was not available for general use. TheThe Partnership also held $115$712 and $971$413 in U.S. treasuriesgovernment and agency obligations as of March 26, 202125, 2022 and December 31, 2020,2021, respectively, primarily to help facilitate cash management and maintain firm liquidity. The decreaseincrease in the U.S. treasuriesgovernment and agency obligations balance as of March 25, 2022 was partly due to the timing of treasury maturities and balances in segregated accounts and was partially reflected in higherlower firm cash as of March 26, 2021. The increase in cash and investments segregated under federal regulations was primarily due to an increase in cash held in clients' accounts, resulting in a corresponding increase in payables to clients.25, 2022. Changes in cash were also due to timing of daily client cash activity in relation to the weekly segregation requirement.

The Partnership continues to evaluate its cash management strategy. Banks have experienced a significant increase in cash deposits due to the market and economic uncertainty from COVID-19, which may impact the Partnership's ability to continuecontinue to find financial institutions at which to place funds for principal protection while earning a reasonable rate of return on those funds.


28


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Regulatory Requirements

As a result of its activities as a U.S. broker-dealer, Edward Jones is subject to the net capital provisions of Rule 15c3-1 of the Exchange Act and capital compliance rules of FINRA Rule 4110.the Financial Industry Regulatory Authority ("FINRA"). Under the alternative method permitted by the rules, Edward Jones must maintain minimum net capital as defined, 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 of partnership capital 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’sEJ Canada broker-dealer subsidiary is a registered broker-dealer regulated by IIROC.the Investment Industry Regulatory Organization of Canada ("IIROC"). Under the regulations prescribed by IIROC, the Partnership'sEJ 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'sEJ Canada's assets and operations.

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

 

 

March 26,

 

 

December 31,

 

 

 

 

 

 

2021

 

 

2020

 

 

% Change

 

 

March 25, 2022

 

 

December 31, 2021

 

 

% Change

 

U.S.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net capital

 

$

1,289

 

 

$

1,306

 

 

 

-1

%

 

$

1,482

 

$

1,421

 

4

%

Net capital in excess of the minimum required

 

$

1,231

 

 

$

1,248

 

 

 

-1

%

 

$

1,412

 

$

1,352

 

4

%

Net capital as a percentage of aggregate debit

items

 

 

44.2

%

 

 

45.0

%

 

 

-2

%

 

42.1

%

 

41.3

%

 

2

%

Net capital after anticipated capital withdrawals,

as a percentage of aggregate debit items

 

 

26.0

%

 

 

23.1

%

 

 

13

%

 

23.0

%

 

20.7

%

 

11

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory risk-adjusted capital

 

$

55

 

 

$

56

 

 

 

-2

%

 

$

76

 

$

71

 

7

%

Regulatory risk-adjusted capital in excess of

the minimum required to be held by IIROC

 

$

54

 

 

$

47

 

 

 

15

%

 

$

60

 

$

50

 

20

%

U.S. net capital, Canada regulatory risk-adjusted capital and the related capital percentages may fluctuate on a daily basis. In addition, Trust Co. was in compliance with its regulatory capital requirements.

29


PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

THE EFFECTS OF INFLATION

The Partnership’s net assets are primarily monetary, consisting of cash and cash equivalents, cash and investments segregated under federal regulations, firm-owned securities, and receivables, less liabilities. Monetary net assets are primarily liquid in nature and would not be significantly affected by inflation. Inflation and future expectations of inflation influence securities prices, as well as activity levels in the securities markets. As a result, profitability and capital may be impacted by inflation and inflationary expectations. Additionally, inflation’s impact on the Partnership’s operating expenses may affect profitability to the extent that additional costs are not recoverable through increased prices of services offered by the Partnership.


29


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

FORWARD-LOOKING STATEMENTS

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 U.S. 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 inflation, an economic downturn or volatility in the U.S. and/or global securities markets, and actions of the U.S. Federal Reserve and/or central banks outside of the United States;States and economic effects of international geopolitical conflicts; (2) changes in interest rates; (3) the COVID-19 pandemic and the global governmental response, vaccination and related impact on society, the global economy and volatility in financial markets; (4) regulatory actions; (3)(5) changes in legislation or regulation; (4)(6) actions of competitors; (5)(7) litigation; (6)(8) the ability of clients, other broker-dealers, banks, depositories and clearing organizations to fulfill contractual obligations; (7) changes in interest rates; (8)(9) changes in technology and other technology-related risks; (9)(10) a fluctuation or decline in the fair value of securities; (10)(11) our ability to attract and retain qualified financial advisors and other employees; and (11)(12) the risks discussed under Part I, Item 1A – Risk Factors in the Partnership’s Annual Report. 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.

 

The COVID-19 pandemic and the global governmental response, vaccination, and related impact on society and the economy have resulted in significant uncertainty in the global economy and volatility in financial markets. Further economic and market events related to COVID-19 could negatively impact our future business operations and financial results.

The Partnership has several ongoing measures in response to COVID-19 to support the health and well-being of its clients, partners and associates, and may implement additional measures in response to further economic or market events, but cannot provide any assurance that such measures will be successful. Potential effects of the pandemic and the resulting low interest rate environment on certain of the Partnership’s financial results have been disclosed in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations. However, actual results with respect to such items may vary from expectations and the variation could be material. Accordingly, you should not rely on these descriptions because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Partnership.

30


PART I. FINANCIAL INFORMATION

ITEM 3.

quantitative and qualitative disclosures about market RISK

ITEM 3. quantitative and qualitative disclosures about market RISK

Various levels of management within the Partnership manage the Partnership’s risk exposure. Position limits in inventory accounts are established and monitored on an ongoing basis. Credit risk related to various financing activities is reduced by the industry practice of obtaining and maintaining collateral. The Partnership monitors its exposure to counterparty risk through the use of credit exposure information, the monitoring of collateral values and the establishment of credit limits. For further discussion of monitoring, see the Risk Management discussion in Part III, Item 10 – Directors, Executive Officers and Corporate Governance of the Partnership’s Annual Report.

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 primarily overnight, investments, which are primarily comprised of cash and cash equivalents, investments segregated under federal regulations, and securities purchased under agreements to resell, which averaged $2.9$3.5 billion and $21.6   $23.4 billion for the three-month period ended March 26, 2021.25, 2022. These margin receivables and investments earned interest at an average annual rate of approximately 403388 and 1014 basis points (4.03%(3.88% and 0.10%0.14%), respectively, during the first three months of 2021.2022. Changes in interest rates also have an impact on the expense related to the liabilities that finance these assets, such as amounts payable to clients.

The Partnership performed an analysis of its financial instruments and assessed the related interest rate risk and materiality in accordance with the SEC rules. 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 $122$142 million. This estimate reflects minimum contractual rates on certain balances. Conversely, the Partnership estimates that a reduction in short-term interest rates to zero could decrease the Partnership’s annual net interest income by approximately $17$30 million. A 100-basis point (1.00%) decrease in short-term interest rates was not utilized for this comparison because it would result in negative rates given that rates are already near zero.

For information related to the impacts of COVID-19 on interest rates and the Partnership's market risk, see Part I, Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.

ITEM 4. controls and procedures

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 and 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 March 26, 2021.25, 2022.

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.

 

31


PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The information in Part I, Item 1, Note 7 supplements the discussion in Item 3 – Legal Proceedings in the Partnership's Annual Report.

ITEM 1A.

RISK FACTORS

ITEM 1A. RISK FACTORS

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 discussiondiscussions in Part I, Item 1A – Risk Factors of the Partnership's Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.  

Refer to the Current Report on Form 8-K filed by the Partnership on January 12, 2022.

 

32


PART II. OTHER INFORMATION

ITEM 6. Exhibits

ITEM 6.Exhibit Number

Exhibits

Exhibit Number

Description

3.1

*

TwentiethTwenty-first Amended and Restated Agreement of Registered Limited Liability Limited Partnership, dated August 6, 2018,September 1, 2021, incorporated by reference from Exhibit 3.1 to The Jones Financial Companies, L.L.L.P. Form 8-K dated August 6, 2018.September 7, 2021.

3.2

**

Twenty-FirstTwenty-Second Amended and Restated Certificate of Limited Partnership of the Jones Financial Companies, L.L.L.P., dated January 24, 2019, 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, 2018.February 22, 2022.

3.3

**

First Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated February 21, 2019, 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, 2018.

3.4

*

Second Amendment of Twenty-FirstTwenty-Second Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated March 25, 2019, incorporated by reference from Exhibit 3.4 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended March 29, 2019.24, 2022.

3.53.4

**

ThirdSecond Amendment of Twenty-FirstTwenty-Second Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated April 22, 2019, incorporated by reference from Exhibit 3.5 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended March 29, 2019.20, 2022.

3.631.1

**

Fourth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated May 22, 2019, incorporated by reference from Exhibit 3.6 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 28, 2019.

3.7

*

Fifth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated July 19, 2019, incorporated by reference from Exhibit 3.7 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 28, 2019.

3.8

*

Sixth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated August 19, 2019, incorporated by reference from Exhibit 3.8 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 27, 2019.

3.9

*

Seventh Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated September 17, 2019, incorporated by reference from Exhibit 3.8 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 27, 2019.

3.10

*

Eighth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated November 19, 2019, incorporated by reference from Exhibit 3.10 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

3.11

*

Ninth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated December 18, 2019, incorporated by reference from Exhibit 3.11 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

3.12

*

Tenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated January 21,2020, incorporated by reference from Exhibit 3.12 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

3.13

*

Eleventh Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated February 18,2020, incorporated by reference from Exhibit 3.13 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

33


PART II. OTHER INFORMATION

Item 6.        Exhibits, continued

Exhibit Number

Description

3.14

*

Twelfth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated March 19, 2020, incorporated by reference from Exhibit 3.14 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended March 27, 2020.

3.15

*

Thirteenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated May 18, 2020, incorporated by reference from Exhibit 3.15 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 26, 2020.

3.16

*

Fourteenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated June 14, 2020, incorporated by reference from Exhibit 3.16 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 26, 2020.

3.17

*

Fifteenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated July 29, 2020, incorporated by reference from Exhibit 3.17 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 26, 2020.

3.18

*

Sixteenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated August 18, 2020, incorporated by reference from Exhibit 3.18 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 25, 2020.

3.19

*

Seventeenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated September 22, 2020, incorporated by reference from Exhibit 3.19 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 25, 2020.

3.20

*

Eighteenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated November 9, 2020, incorporated by reference from Exhibit 3.20 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

3.21

*

Nineteenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated December 11, 2020, incorporated by reference from Exhibit 3.21 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

3.22

*

Twentieth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated January 21, 2021, 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, 2020.

3.23

*

Twenty-first Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated February 5, 2021, 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, 2020.

3.24

**

Twenty-second Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated March 18, 2021.

3.25

**

Twenty-third Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated April 13, 2021.

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.

34


PART II. OTHER INFORMATION

Item 6.        Exhibits, continued

Exhibit Number

Description

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

**

Inline XBRL Instance Document

101.SCH

**

Inline XBRL Taxonomy Extension Schema

101.CAL

**

Inline XBRL Taxonomy Extension Calculation

101.DEF

**

Inline XBRL Extension Definition

101.LAB

**

Inline XBRL Taxonomy Extension Label

101.PRE

**

Inline XBRL Taxonomy Extension Presentation

104

**

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

*

Incorporated by reference to previously filed exhibits.

**

Filed herewith.

* Incorporated by reference to previously filed exhibits.

** Filed herewith.

 


33


SIGNATURES

SIGNATURES

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

 

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

By:

/s/ Penny Pennington

Penny Pennington

Managing Partner (Principal Executive Officer)

May 7, 20216, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated:

 

Signatures

Title

Date

/s/ Penny Pennington

Managing Partner

(Principal Executive Officer)

May 7, 20216, 2022

Penny Pennington

/s/ Kevin D. BastienAndrew T. Miedler

Chief Financial Officer

(Principal Financial and

Accounting Officer)

May 7, 20216, 2022

Kevin D. BastienAndrew T. Miedler

 

34

36