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 June 25, 202124, 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 July 30, 2021, 1,230,37929, 2022, 1,218,590 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 - June 25, 202124, 2022

 

5

 

 

Consolidated Statements of Changes in Partnership Capital - June 26, 202025, 2021

 

6

 

 

Consolidated Statements of Cash Flows

 

7

 

 

Notes to Consolidated Financial Statements

 

8

 

 

 

 

 

Item 2.

 

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

 

18

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

3433

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

3433

 

 

 

 

 

PART II.

 

OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

3534

 

 

 

 

 

Item 1A.

 

Risk Factors

 

3534

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

3534

 

 

 

 

 

Item 6.

 

Exhibits

 

3635

 

 

 

 

 

 

 

Signatures

 

3936

 

 

 

2


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

 

 

June 25,

 

 

December 31,

 

(Dollars in millions)

 

2021

 

 

2020

 

 

June 24, 2022

 

 

December 31, 2021

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,316

 

 

$

1,125

 

 

$

1,258

 

 

$

1,835

 

Cash and investments segregated under federal regulations

 

 

17,791

 

 

 

17,918

 

 

 

20,711

 

 

 

20,179

 

Securities purchased under agreements to resell

 

 

1,085

 

 

 

1,714

 

 

 

1,087

 

 

 

1,529

 

Receivables from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clients

 

 

3,850

 

 

 

3,504

 

 

 

4,479

 

 

 

4,187

 

Mutual funds, insurance companies and other

 

 

851

 

 

 

818

 

 

 

939

 

 

 

850

 

Brokers, dealers and clearing organizations

 

 

253

 

 

 

223

 

 

 

327

 

 

 

213

 

Securities owned, at fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities

 

 

767

 

 

 

1,302

 

 

 

743

 

 

 

852

 

Inventory securities

 

 

30

 

 

 

32

 

 

 

42

 

 

 

38

 

Lease right-of-use assets

 

 

921

 

 

 

915

 

 

 

914

 

 

 

922

 

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

depreciation and amortization

 

 

638

 

 

 

620

 

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

 

 

781

 

 

 

725

 

Other assets

 

 

146

 

 

 

149

 

 

 

890

 

 

 

878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

27,648

 

 

$

28,320

 

 

$

32,171

 

 

$

32,208

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payables to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clients

 

$

21,005

 

 

$

21,241

 

 

$

24,830

 

 

$

23,763

 

Brokers, dealers and clearing organizations

 

 

73

 

 

 

96

 

 

 

97

 

 

 

112

 

Accrued compensation and employee benefits

 

 

1,826

 

 

 

2,104

 

 

 

1,670

 

 

 

2,401

 

Accounts payable, accrued expenses and other

 

 

944

 

 

 

1,223

 

Lease liabilities

 

 

943

 

 

 

938

 

 

 

949

 

 

 

954

 

Accounts payable, accrued expenses and other

 

 

248

 

 

 

352

 

 

 

24,095

 

 

 

24,731

 

 

 

28,490

 

 

 

28,453

 

Contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partnership capital subject to mandatory redemption, net of reserve for

anticipated withdrawals and partnership loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Limited partners

 

 

1,232

 

 

 

1,237

 

 

 

1,221

 

 

 

1,225

 

Subordinated limited partners

 

 

583

 

 

 

538

 

 

 

615

 

 

 

581

 

General partners

 

 

1,492

 

 

 

1,300

 

 

 

1,645

 

 

 

1,429

 

Total

 

 

3,307

 

 

 

3,075

 

 

 

3,481

 

 

 

3,235

 

Reserve for anticipated withdrawals

 

 

246

 

 

 

514

 

 

 

200

 

 

 

520

 

Total partnership capital subject to mandatory redemption

 

 

3,553

 

 

 

3,589

 

 

 

3,681

 

 

 

3,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

$

27,648

 

 

$

28,320

 

 

$

32,171

 

 

$

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

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

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

 

June 25, 2021

 

 

June 26,2020

 

 

June 25, 2021

 

 

June 26,2020

 

 

June 24, 2022

 

 

June 25, 2021

 

 

June 24, 2022

 

 

June 25, 2021

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based

 

$

2,385

 

 

$

1,718

 

 

$

4,594

 

 

$

3,524

 

 

$

2,444

 

 

$

2,385

 

 

$

4,947

 

 

$

4,594

 

Account and activity

 

 

171

 

 

 

160

 

 

 

341

 

 

 

331

 

 

 

172

 

 

 

171

 

 

 

344

 

 

 

341

 

Total fee revenue

 

 

2,556

 

 

 

1,878

 

 

 

4,935

 

 

 

3,855

 

 

 

2,616

 

 

 

2,556

 

 

 

5,291

 

 

 

4,935

 

Trade revenue

 

 

437

 

 

 

395

 

 

 

879

 

 

 

888

 

 

 

392

 

 

 

437

 

 

 

781

 

 

 

879

 

Interest and dividends

 

 

40

 

 

 

41

 

 

 

78

 

 

 

124

 

 

 

76

 

 

 

40

 

 

 

120

 

 

 

78

 

Other revenue, net

 

 

24

 

 

 

34

 

 

 

42

 

 

 

4

 

Other (loss) revenue, net

 

 

(46

)

 

 

24

 

 

 

(98

)

 

 

42

 

Total revenue

 

 

3,057

 

 

 

2,348

 

 

 

5,934

 

 

 

4,871

 

 

 

3,038

 

 

 

3,057

 

 

 

6,094

 

 

 

5,934

 

Interest expense

 

 

23

 

 

 

23

 

 

 

47

 

 

 

55

 

 

 

24

 

 

 

23

 

 

 

47

 

 

 

47

 

Net revenue

 

 

3,034

 

 

 

2,325

 

 

 

5,887

 

 

 

4,816

 

 

 

3,014

 

 

 

3,034

 

 

 

6,047

 

 

 

5,887

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

2,148

 

 

 

1,646

 

 

 

4,187

 

 

 

3,410

 

 

 

2,086

 

 

 

2,148

 

 

 

4,234

 

 

 

4,187

 

Communications and data processing

 

 

159

 

 

 

115

 

 

 

305

 

 

 

219

 

Occupancy and equipment

 

 

135

 

 

 

130

 

 

 

269

 

 

 

261

 

 

 

144

 

 

 

135

 

 

 

287

 

 

 

269

 

Communications and data processing

 

 

115

 

 

 

106

 

 

 

219

 

 

 

207

 

Fund sub-adviser fees

 

 

59

 

 

 

44

 

 

 

115

 

 

 

86

 

 

 

63

 

 

 

59

 

 

 

126

 

 

 

115

 

Professional and consulting fees

 

 

34

 

 

 

23

 

 

 

65

 

 

 

52

 

 

 

44

 

 

 

34

 

 

 

84

 

 

 

65

 

Other operating expenses

 

 

100

 

 

 

88

 

 

 

209

 

 

 

209

 

 

 

163

 

 

 

100

 

 

 

295

 

 

 

209

 

Total operating expenses

 

 

2,591

 

 

 

2,037

 

 

 

5,064

 

 

 

4,225

 

 

 

2,659

 

 

 

2,591

 

 

 

5,331

 

 

 

5,064

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before allocations to partners

 

 

443

 

 

 

288

 

 

 

823

 

 

 

591

 

 

 

355

 

 

 

443

 

 

 

716

 

 

 

823

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocations to partners:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Limited partners

 

 

58

 

 

 

42

 

 

 

107

 

 

 

92

 

 

 

42

 

 

 

58

 

 

 

85

 

 

 

107

 

Subordinated limited partners

 

 

52

 

 

 

34

 

 

 

98

 

 

 

69

 

 

 

41

 

 

 

52

 

 

 

84

 

 

 

98

 

General partners

 

 

333

 

 

 

212

 

 

 

618

 

 

 

430

 

 

 

272

 

 

 

333

 

 

 

547

 

 

 

618

 

Net Income

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income allocated to limited partners per weighted average

$1,000 equivalent limited partnership unit outstanding

 

$

46.66

 

 

$

33.10

 

 

$

86.74

 

 

$

68.00

 

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

 

$

34.31

 

 

$

46.66

 

 

$

69.22

 

 

$

86.74

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average $1,000 equivalent limited partnership

units outstanding

 

 

1,231,702

 

 

 

1,244,724

 

 

 

1,234,095

 

 

 

1,246,549

 

 

 

1,221,821

 

 

 

1,231,702

 

 

 

1,224,068

 

 

 

1,234,095

 

 

 

 

 

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 AND SIX MONTHS ENDED JUNE 25, 202124, 2022

(Unaudited)

 

(Dollars in millions)

 

Limited

Partnership

Capital

 

 

Subordinated

Limited

Partnership

Capital

 

 

General

Partnership

Capital

 

 

Total

 

 

Limited
Partnership
Capital

 

 

Subordinated
Limited
Partnership
Capital

 

 

General
Partnership
Capital

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

REDEMPTION, DECEMBER 31, 2020

 

$

1,362

 

 

$

594

 

 

$

1,633

 

 

$

3,589

 

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

 

$

1,361

 

 

$

640

 

 

$

1,754

 

 

$

3,755

 

Reserve for anticipated withdrawals

 

 

(125

)

 

 

(56

)

 

 

(333

)

 

 

(514

)

 

 

(136

)

 

 

(59

)

 

 

(325

)

 

 

(520

)

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

 

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

 

 

3

 

 

 

60

 

 

 

211

 

 

 

274

 

 

 

4

 

 

 

52

 

 

 

264

 

 

 

320

 

Redemption of partnership interests

 

 

(5

)

 

 

(16

)

 

 

(50

)

 

 

(71

)

 

 

(5

)

 

 

(17

)

 

 

(38

)

 

 

(60

)

Income allocated to partners

 

 

49

 

 

 

46

 

 

 

285

 

 

 

380

 

 

 

43

 

 

 

43

 

 

 

275

 

 

 

361

 

Distributions

 

 

0

 

 

 

0

 

 

 

(3

)

 

 

(3

)

 

 

(1

)

 

 

0

 

 

 

(12

)

 

 

(13

)

Total partnership capital, including capital financed with partnership loans,

March 26, 2021

 

 

1,284

 

 

 

629

 

 

 

2,083

 

 

 

3,996

 

Total partnership capital, including capital financed with partnership loans,
March 25, 2022

 

 

1,266

 

 

 

659

 

 

 

2,239

 

 

 

4,164

 

Issuance of partnership interests

 

 

2

 

 

 

0

 

 

 

9

 

 

 

11

 

 

 

0

 

 

 

0

 

 

 

8

 

 

 

8

 

Redemption of partnership interests

 

 

(5

)

 

 

0

 

 

 

(8

)

 

 

(13

)

 

 

(3

)

 

 

(1

)

 

 

(15

)

 

 

(19

)

Income allocated to partners

 

 

58

 

 

 

52

 

 

 

333

 

 

 

443

 

 

 

42

 

 

 

41

 

 

 

272

 

 

 

355

 

Distributions

 

 

(10

)

 

 

(82

)

 

 

(397

)

 

 

(489

)

 

 

(9

)

 

 

(71

)

 

 

(347

)

 

 

(427

)

Total partnership capital, including capital financed with partnership loans,

June 25, 2021

 

 

1,329

 

 

 

599

 

 

 

2,020

 

 

 

3,948

 

Partnership loans outstanding, June 25, 2021

 

 

0

 

 

 

0

 

 

 

(395

)

 

 

(395

)

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

REDEMPTION, JUNE 25, 2021

 

$

1,329

 

 

$

599

 

 

$

1,625

 

 

$

3,553

 

Total partnership capital, including capital financed with partnership loans,
June 24, 2022

 

 

1,296

 

 

 

628

 

 

 

2,157

 

 

 

4,081

 

Partnership loans outstanding, June 24, 2022

 

 

0

 

 

 

0

 

 

 

(400

)

 

 

(400

)

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY
REDEMPTION, JUNE 24, 2022

 

$

1,296

 

 

$

628

 

 

$

1,757

 

 

$

3,681

 

Reserve for anticipated withdrawals

 

 

(97

)

 

 

(16

)

 

 

(133

)

 

 

(246

)

 

 

(75

)

 

 

(13

)

 

 

(112

)

 

 

(200

)

Partnership capital subject to mandatory redemption, net of

reserve for anticipated withdrawals, June 25, 2021

 

$

1,232

 

 

$

583

 

 

$

1,492

 

 

$

3,307

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partnership capital subject to mandatory redemption, net of
reserve for anticipated withdrawals, June 24, 2022

 

$

1,221

 

 

$

615

 

 

$

1,645

 

 

$

3,481

 

 

 

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 CHANGES IN PARTNERSHIP CAPITAL

SUBJECT TO MANDATORY REDEMPTION

FOR THE THREE AND SIX MONTHS ENDED JUNE 26, 202025, 2021

 

(Dollars in millions)

 

Limited

Partnership

Capital

 

 

Subordinated

Limited

Partnership

Capital

 

 

General

Partnership

Capital

 

 

Total

 

 

Limited
Partnership
Capital

 

 

Subordinated
Limited
Partnership
Capital

 

 

General
Partnership
Capital

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

REDEMPTION, DECEMBER 31, 2019

 

$

1,359

 

 

$

566

 

 

$

1,439

 

 

$

3,364

 

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

 

$

1,362

 

 

$

594

 

 

$

1,633

 

 

$

3,589

 

Reserve for anticipated withdrawals

 

 

(110

)

 

 

(43

)

 

 

(254

)

 

 

(407

)

 

 

(125

)

 

 

(56

)

 

 

(333

)

 

 

(514

)

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

 

 

0

 

 

 

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

 

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

 

 

1

 

 

 

49

 

 

 

163

 

 

 

213

 

 

 

3

 

 

 

60

 

 

 

211

 

 

 

274

 

Redemption of partnership interests

 

 

(3

)

 

 

(35

)

 

 

(43

)

 

 

(81

)

 

 

(5

)

 

 

(16

)

 

 

(50

)

 

 

(71

)

Income allocated to partners

 

 

50

 

 

 

35

 

 

 

218

 

 

 

303

 

 

 

49

 

 

 

46

 

 

 

285

 

 

 

380

 

Distributions

 

 

0

 

 

 

0

 

 

 

(5

)

 

 

(5

)

 

 

0

 

 

 

0

 

 

 

(3

)

 

 

(3

)

Total partnership capital, including capital financed with partnership loans,

March 27, 2020

 

 

1,297

 

 

 

576

 

 

 

1,874

 

 

 

3,747

 

Total partnership capital, including capital financed with partnership loans,
March 26, 2021

 

 

1,284

 

 

 

629

 

 

 

2,083

 

 

 

3,996

 

Issuance of partnership interests

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

2

 

 

 

0

 

 

 

9

 

 

 

11

 

Redemption of partnership interests

 

 

(3

)

 

 

(1

)

 

 

(2

)

 

 

(6

)

 

 

(5

)

 

 

0

 

 

 

(8

)

 

 

(13

)

Income allocated to partners

 

 

42

 

 

 

34

 

 

 

212

 

 

 

288

 

 

 

58

 

 

 

52

 

 

 

333

 

 

 

443

 

Distributions

 

 

(14

)

 

 

(58

)

 

 

(277

)

 

 

(349

)

 

 

(10

)

 

 

(82

)

 

 

(397

)

 

 

(489

)

Total partnership capital, including capital financed with partnership loans,

June 26, 2020

 

 

1,322

 

 

 

551

 

 

 

1,807

 

 

 

3,680

 

Partnership loans outstanding

 

 

0

 

 

 

(1

)

 

 

(387

)

 

 

(388

)

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

REDEMPTION, JUNE 26, 2020

 

$

1,322

 

 

$

550

 

 

$

1,420

 

 

$

3,292

 

Total partnership capital, including capital financed with partnership loans,
June 25, 2021

 

 

1,329

 

 

 

599

 

 

 

2,020

 

 

 

3,948

 

Partnership loans outstanding, June 25, 2021

 

 

0

 

 

 

0

 

 

 

(395

)

 

 

(395

)

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY
REDEMPTION, JUNE 25, 2021

 

$

1,329

 

 

$

599

 

 

$

1,625

 

 

$

3,553

 

Reserve for anticipated withdrawals

 

 

(78

)

 

 

(11

)

 

 

(89

)

 

 

(178

)

 

 

(97

)

 

 

(16

)

 

 

(133

)

 

 

(246

)

Partnership capital subject to mandatory redemption, net of reserve

for anticipated withdrawals, June 26, 2020

 

$

1,244

 

 

$

539

 

 

$

1,331

 

 

$

3,114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partnership capital subject to mandatory redemption, net of reserve
for anticipated withdrawals, June 25, 2021

 

$

1,232

 

 

$

583

 

 

$

1,492

 

 

$

3,307

 

 

 

 

 

 

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.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Six Months Ended

 

(Dollars in millions)

 

June 25, 2021

 

 

June 26, 2020

 

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

 

 

823

 

 

 

591

 

Depreciation and amortization

 

 

61

 

 

 

62

 

 

 

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Investments segregated under federal regulations

 

 

43

 

 

 

(4,702

)

Securities purchased under agreements to resell

 

 

629

 

 

 

250

 

Net payable to clients

 

 

(582

)

 

 

3,138

 

Net receivable from brokers, dealers and clearing organizations

 

 

(53

)

 

 

(2

)

Receivable from mutual funds, insurance companies and other

 

 

(33

)

 

 

(30

)

Securities owned

 

 

537

 

 

 

(72

)

Lease right-of-use assets

 

 

(6

)

 

 

(14

)

Other assets

 

 

3

 

 

 

69

 

Lease liabilities

 

 

5

 

 

 

9

 

Accrued compensation and employee benefits

 

 

(278

)

 

 

(345

)

Accounts payable, accrued expenses and other

 

 

(104

)

 

 

(74

)

Net cash provided by (used in) operating activities

 

 

1,045

 

 

 

(1,120

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Purchase of equipment, property and improvements

 

 

(79

)

 

 

(80

)

Cash used in investing activities

 

 

(79

)

 

 

(80

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Issuance of partnership interests

 

 

65

 

 

 

50

 

Redemption of partnership interests

 

 

(84

)

 

 

(87

)

Distributions from partnership capital

 

 

(840

)

 

 

(626

)

Net cash used in financing activities

 

 

(859

)

 

 

(663

)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

107

 

 

 

(1,863

)

 

 

 

 

 

 

 

 

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

 

 

 

 

 

 

 

 

Beginning of period

 

 

6,875

 

 

 

8,007

 

End of period

 

$

6,982

 

 

$

6,144

 

(Unaudited)

 

 

Six Months Ended

 

(Dollars in millions)

 

June 24, 2022

 

 

June 25, 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

 

 

716

 

 

 

823

 

Depreciation and amortization

 

 

240

 

 

 

220

 

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

Investments segregated under federal regulations

 

 

(612

)

 

 

43

 

Securities purchased under agreements to resell

 

 

442

 

 

 

629

 

Net payable to clients

 

 

775

 

 

 

(582

)

Net receivable from brokers, dealers and clearing organizations

 

 

(129

)

 

 

(53

)

Receivable from mutual funds, insurance companies and other

 

 

(89

)

 

 

(33

)

Securities owned

 

 

105

 

 

 

537

 

Other assets

 

 

(12

)

 

 

(81

)

Lease liabilities

 

 

(161

)

 

 

(160

)

Accrued compensation and employee benefits

 

 

(731

)

 

 

(278

)

Accounts payable, accrued expenses and other

 

 

(283

)

 

 

(20

)

Net cash provided by operating activities

 

 

261

 

 

 

1,045

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Purchase of fixed assets

 

 

(128

)

 

 

(79

)

Cash used in investing activities

 

 

(128

)

 

 

(79

)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Repayment of partnership loans

 

 

45

 

 

 

27

 

Issuance of partnership interests

 

 

56

 

 

 

65

 

Redemption of partnership interests

 

 

(79

)

 

 

(84

)

Distributions from partnership capital

 

 

(812

)

 

 

(867

)

Net cash used in financing activities

 

 

(790

)

 

 

(859

)

Net (decrease) increase in cash, cash equivalents and restricted cash

 

 

(657

)

 

 

107

 

 

 

 

 

 

 

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

 

 

 

 

 

 

Beginning of period

 

 

7,706

 

 

 

6,875

 

End of period

 

$

7,049

 

 

$

6,982

 

See Note 10 for additional cash flow information.

 

 


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

 

7


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 May 31, 20212022 and November 30, 20202021 are included in the Partnership’s Consolidated Statements of Financial Condition and the results for the three- and six-month periods ended May 31, 20212022 and 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 and commissions for the distribution of mutual fund shares and commissions forinsurance products and the purchase or sale of securities and the purchase of insurance products.securities. The Partnership conducts business throughout the U.S. and Canada with its clients, various brokers, dealers, clearing organizations, depositories and banks. For financial information related to the Partnership’s 2 operating segments for the three- and six-month periods ended June 25, 202124, 2022 and June 26, 2020,25, 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 ownedwholly-owned subsidiary of the Partnership. Olive Street Investment Advisers, LLC, a wholly ownedwholly-owned subsidiary of the Partnership, provides investment advisory services to the eighteleven sub-advised mutual funds comprising the Bridge Builder® Trust. Passport Research, Ltd., a wholly ownedwholly-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, 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. Certain prior period balances have been adjusted to align to current year presentation.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.

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 August 5, 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- and six-monthsix- month periods ended June 25, 202124, 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.

 


8


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements, continued

Item 1.

Financial Statements, continued

NOTE 2 – LEASES

For the three- and six-month periods ended June 25, 202124, 2022 and June 26, 2020,25, 2021, cash paid for amounts included in the measurement of operating lease liabilities was $82$81 and $160$161 and $76$82 and $151,$160, respectively, and lease right-of-use assets obtained in exchange for new operating lease liabilities were $80$81 and $155$156 and $75$80 and $161,$155, respectively. The weighted-average remaining lease term was four years as of both June 25, 202124, 2022 and December 31, 2020,2021, and the weighted-average discount rate was 2.3%2.2% and 2.6%2.1%, respectively.

ForThe following table summarizes the three- and six-month periods ended June 25, 2021 and June 26, 2020,Partnership's operating lease costs were $80 and $158 and $75 and $149, respectively, andcost, variable lease costscost not included in the lease liability were $15 and $29 and $15 and $30, respectively. Totaltotal lease cost for the three- and six-month periods ended June 25, 2021 and June 26, 2020 was $95 and $187 and $90 and $179, respectively. the:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 24, 2022

 

 

June 25, 2021

 

 

June 24, 2022

 

 

June 25, 2021

 

Operating lease cost

 

$

81

 

 

$

80

 

 

$

163

 

 

$

158

 

Variable lease cost

 

 

17

 

 

 

15

 

 

 

32

 

 

 

29

 

Total lease cost

 

$

98

 

 

$

95

 

 

$

195

 

 

$

187

 

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

June 25,

 

December 31,

 

2021

 

 

2020

 

June 24, 2022

 

2021

$

159

 

 

 

$

300

 

2022

 

276

 

 

 

247

 

$

159

 

2023

 

220

 

 

 

190

 

 

279

 

2024

 

154

 

 

 

125

 

 

215

 

2025

 

94

 

 

 

65

 

 

154

 

2026

 

97

 

Thereafter

 

84

 

 

 

 

60

 

 

89

 

Total lease payments

 

987

 

 

 

 

987

 

 

993

 

Less: Interest

 

44

 

 

 

 

49

 

 

44

 

Total present value of lease liabilities

$

943

 

 

 

$

938

 

$

949

 

 

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 June 25, 202124, 2022 and December 31, 2020,2021, collateral held for receivables from clients was $4,400$5,294 and $4,035,$4,803, respectively, and collateral held for securities purchased under agreements to resell was $1,101$1,103 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 0 for each period. Additionally, partnership loan values remained below the value of capital allocated to partners, resulting in an expected credit loss of 0 as of June 25,24, 2022 and December 31, 2021.

As of June 24, 2022, December 31, 2021 and December 31, 2020.

As of June 25, 2021, December 31, 2020, $625, $695and December 31, 2019, $647, $563 and $470,$563, respectively, of the receivable from clients balance and $325, $285$330, $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 0 as of June 25, 202124, 2022 and December 31, 2020.2021.

The Partnership derived 11%12% of its total revenue for both the three- and 12%six-month periods ended June 24, 2022 and 11% and 12% of its total revenue for the three- and six-month periods ended June 25, 2021, respectively, and 13% and 14% of its total revenue for the three- and six-month periods ended June 26, 2020, respectively, from 1one mutual fund company. The revenue generated from this company relates to business conducted with the Partnership'sPartnership’s U.S. segment.

 


 

9


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements, continued

Item 1.

Financial Statements, continued

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

 

 

Three Months Ended June 25, 2021

 

 

Three Months Ended June 26, 2020

 

 

Three Months Ended June 24, 2022

 

 

Three Months Ended June 25, 2021

 

 

U.S.

 

 

Canada

 

 

Total

 

 

U.S.

 

 

Canada

 

 

Total

 

 

U.S.

 

 

Canada

 

 

Total

 

 

U.S.

 

 

Canada

 

 

Total

 

Fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisory programs fees

 

$

1,782

 

 

$

31

 

 

$

1,813

 

 

$

1,238

 

 

$

20

 

 

$

1,258

 

 

$

1,804

 

 

$

37

 

 

$

1,841

 

 

$

1,782

 

 

$

31

 

 

$

1,813

 

Service fees

 

 

388

 

 

 

29

 

 

 

417

 

 

 

304

 

 

 

19

 

 

 

323

 

 

 

354

 

 

 

28

 

 

 

382

 

 

 

388

 

 

 

29

 

 

 

417

 

Other asset-based fees

 

 

155

 

 

 

0

 

 

 

155

 

 

 

137

 

 

 

0

 

 

 

137

 

 

 

221

 

 

 

0

 

 

 

221

 

 

 

155

 

 

 

0

 

 

 

155

 

Total asset-based fee revenue

 

 

2,325

 

 

 

60

 

 

 

2,385

 

 

 

1,679

 

 

 

39

 

 

 

1,718

 

 

 

2,379

 

 

 

65

 

 

 

2,444

 

 

 

2,325

 

 

 

60

 

 

 

2,385

 

Account and activity fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder accounting services

fees

 

 

109

 

 

 

0

 

 

 

109

 

 

 

104

 

 

 

0

 

 

 

104

 

 

 

113

 

 

 

0

 

 

 

113

 

 

 

109

 

 

 

0

 

 

 

109

 

Other account and activity fee

revenue

 

 

59

 

 

 

3

 

 

 

62

 

 

 

53

 

 

 

3

 

 

 

56

 

 

 

55

 

 

 

4

 

 

 

59

 

 

 

59

 

 

 

3

 

 

 

62

 

Total account and activity fee

revenue

 

 

168

 

 

 

3

 

 

 

171

 

 

 

157

 

 

 

3

 

 

 

160

 

 

 

168

 

 

 

4

 

 

 

172

 

 

 

168

 

 

 

3

 

 

 

171

 

Total fee revenue

 

 

2,493

 

 

 

63

 

 

 

2,556

 

 

 

1,836

 

 

 

42

 

 

 

1,878

 

 

 

2,547

 

 

 

69

 

 

 

2,616

 

 

 

2,493

 

 

 

63

 

 

 

2,556

 

Trade revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions

 

 

412

 

 

 

14

 

 

 

426

 

 

 

364

 

 

 

14

 

 

 

378

 

 

 

338

 

 

 

14

 

 

 

352

 

 

 

412

 

 

 

14

 

 

 

426

 

Principal transactions

 

 

10

 

 

 

1

 

 

 

11

 

 

 

16

 

 

 

1

 

 

 

17

 

 

 

39

 

 

 

1

 

 

 

40

 

 

 

10

 

 

 

1

 

 

 

11

 

Total trade revenue

 

 

422

 

 

 

15

 

 

 

437

 

 

 

380

 

 

 

15

 

 

 

395

 

 

 

377

 

 

 

15

 

 

 

392

 

 

 

422

 

 

 

15

 

 

 

437

 

Total revenue from customers

 

 

2,915

 

 

 

78

 

 

 

2,993

 

 

 

2,216

 

 

 

57

 

 

 

2,273

 

 

 

2,924

 

 

 

84

 

 

 

3,008

 

 

 

2,915

 

 

 

78

 

 

 

2,993

 

Net interest and dividends and other

revenue

 

 

39

 

 

 

2

 

 

 

41

 

 

 

45

 

 

 

7

 

 

 

52

 

 

 

(3

)

 

 

9

 

 

 

6

 

 

 

39

 

 

 

2

 

 

 

41

 

Net revenue

 

$

2,954

 

 

$

80

 

 

$

3,034

 

 

$

2,261

 

 

$

64

 

 

$

2,325

 

 

$

2,921

 

 

$

93

 

 

$

3,014

 

 

$

2,954

 

 

$

80

 

 

$

3,034

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 25, 2021

 

 

Six Months Ended June 26, 2020

 

 

Six Months Ended June 24, 2022

 

 

Six Months Ended June 25, 2021

 

 

U.S.

 

 

Canada

 

 

Total

 

 

U.S.

 

 

Canada

 

 

Total

 

 

U.S.

 

 

Canada

 

 

Total

 

 

U.S.

 

 

Canada

 

 

Total

 

Fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisory programs fees

 

$

3,422

 

 

$

58

 

 

$

3,480

 

 

$

2,519

 

 

$

39

 

 

$

2,558

 

 

$

3,694

 

 

$

74

 

 

$

3,768

 

 

$

3,422

 

 

$

58

 

 

$

3,480

 

Service fees

 

 

754

 

 

 

54

 

 

 

808

 

 

 

620

 

 

 

43

 

 

 

663

 

 

 

733

 

 

 

57

 

 

 

790

 

 

 

754

 

 

 

54

 

 

 

808

 

Other asset-based fees

 

 

306

 

 

 

0

 

 

 

306

 

 

 

303

 

 

 

0

 

 

 

303

 

 

 

389

 

 

 

0

 

 

 

389

 

 

 

306

 

 

 

0

 

 

 

306

 

Total asset-based fee revenue

 

 

4,482

 

 

 

112

 

 

 

4,594

 

 

 

3,442

 

 

 

82

 

 

 

3,524

 

 

 

4,816

 

 

 

131

 

 

 

4,947

 

 

 

4,482

 

 

 

112

 

 

 

4,594

 

Account and activity fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder accounting services

fees

 

 

216

 

 

 

0

 

 

 

216

 

 

 

213

 

 

 

0

 

 

 

213

 

 

 

224

 

 

 

0

 

 

 

224

 

 

 

216

 

 

 

0

 

 

 

216

 

Other account and activity fee

revenue

 

 

118

 

 

 

7

 

 

 

125

 

 

 

112

 

 

 

6

 

 

 

118

 

 

 

113

 

 

 

7

 

 

 

120

 

 

 

118

 

 

 

7

 

 

 

125

 

Total account and activity fee

revenue

 

 

334

 

 

 

7

 

 

 

341

 

 

 

325

 

 

 

6

 

 

 

331

 

 

 

337

 

 

 

7

 

 

 

344

 

 

 

334

 

 

 

7

 

 

 

341

 

Total fee revenue

 

 

4,816

 

 

 

119

 

 

 

4,935

 

 

 

3,767

 

 

 

88

 

 

 

3,855

 

 

 

5,153

 

 

 

138

 

 

 

5,291

 

 

 

4,816

 

 

 

119

 

 

 

4,935

 

Trade revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions

 

 

831

 

 

 

28

 

 

 

859

 

 

 

828

 

 

 

27

 

 

 

855

 

 

 

704

 

 

 

26

 

 

 

730

 

 

 

831

 

 

 

28

 

 

 

859

 

Principal transactions

 

 

19

 

 

 

1

 

 

 

20

 

 

 

31

 

 

 

2

 

 

 

33

 

 

 

49

 

 

 

2

 

 

 

51

 

 

 

19

 

 

 

1

 

 

 

20

 

Total trade revenue

 

 

850

 

 

 

29

 

 

 

879

 

 

 

859

 

 

 

29

 

 

 

888

 

 

 

753

 

 

 

28

 

 

 

781

 

 

 

850

 

 

 

29

 

 

 

879

 

Total revenue from customers

 

 

5,666

 

 

 

148

 

 

 

5,814

 

 

 

4,626

 

 

 

117

 

 

 

4,743

 

 

 

5,906

 

 

 

166

 

 

 

6,072

 

 

 

5,666

 

 

 

148

 

 

 

5,814

 

Net interest and dividends and other

revenue

 

 

67

 

 

 

6

 

 

 

73

 

 

 

58

 

 

 

15

 

 

 

73

 

 

 

(41

)

 

 

16

 

 

 

(25

)

 

 

67

 

 

 

6

 

 

 

73

 

Net revenue

 

$

5,733

 

 

$

154

 

 

$

5,887

 

 

$

4,684

 

 

$

132

 

 

$

4,816

 

 

$

5,865

 

 

$

182

 

 

$

6,047

 

 

$

5,733

 

 

$

154

 

 

$

5,887

 


 

 

10


PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements, continued

Item 1.

Financial Statements, continued

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 0t0t have any assets or liabilities categorized as Level III during the six- and twelve-month periods ended June 25, 202124, 2022 and December 31, 2020,2021, respectively.

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

 

 

Financial Assets at Fair Value as of

 

 

June 25, 2021

 

 

June 24, 2022

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

 

 

$

120

 

 

$

 

 

$

120

 

 

$

0

 

 

$

384

 

 

$

 

 

$

384

 

Money market funds

 

29

 

 

 

 

 

 

 

 

 

29

 

 

 

27

 

 

 

0

 

 

 

 

 

 

27

 

Total cash equivalents

 

$

29

 

 

$

120

 

 

$

 

 

$

149

 

 

$

27

 

 

$

384

 

 

$

 

 

$

411

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments segregated under federal regulations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

12,098

 

 

$

 

 

$

 

 

$

12,098

 

 

$

14,520

 

 

$

0

 

 

$

 

 

$

14,520

 

Certificates of deposit

 

 

0

 

 

 

400

 

 

 

 

 

 

400

 

Total investments segregated under federal regulations

 

$

14,520

 

 

$

400

 

 

$

 

 

$

14,920

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities owned:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government and agency obligations

 

$

412

 

 

$

0

 

 

$

 

 

$

412

 

Mutual funds(1)

 

$

348

 

 

$

 

 

$

 

 

$

348

 

 

 

319

 

 

 

0

 

 

 

 

 

 

319

 

Government and agency obligations

 

 

315

 

 

 

 

 

 

 

 

 

315

 

Certificates of deposit

 

 

 

 

 

100

 

 

 

 

 

 

100

 

Equities

 

 

4

 

 

 

 

 

 

 

 

 

4

 

 

 

12

 

 

 

0

 

 

 

 

 

 

12

 

Total investment securities

 

$

667

 

 

$

100

 

 

$

 

 

$

767

 

 

$

743

 

 

$

 

 

$

 

 

$

743

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

$

 

 

$

15

 

 

$

 

 

$

15

 

Municipal obligations

 

$

0

 

 

$

18

 

 

$

 

 

$

18

 

Mutual funds

 

 

10

 

 

 

0

 

 

 

 

 

 

10

 

Equities

 

 

8

 

 

 

 

 

 

 

 

 

8

 

 

 

8

 

 

 

0

 

 

 

 

 

 

8

 

Mutual funds

 

 

5

 

 

 

 

 

 

 

 

 

5

 

Corporate bonds and notes

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

0

 

 

 

5

 

 

 

 

 

 

5

 

Certificates of deposit

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

0

 

 

 

1

 

 

 

 

 

 

1

 

Total inventory securities

 

$

13

 

 

$

17

 

 

$

 

 

$

30

 

 

$

18

 

 

$

24

 

 

$

 

 

$

42

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

 

 

 

Client fractional share ownership assets

 

$

630

 

 

$

0

 

 

$

 

 

$

630

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other:

 

 

 

 

 

 

 

 

 

Client fractional share redemption obligations

 

$

630

 

 

$

0

 

 

$

 

 

$

630

 

 

 

11


PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements, continued

Item 1. Financial Statements, continued

 

 

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

 

 

(1)
The mutual funds balance consists primarily of securities held to economically hedge future liabilities for 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

 

 

(1)

12


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements, continued

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 June 25, 202124, 2022 and December 31, 2020,2021, the outstanding amount of Partnership loans was $395$400 and $341,$321, respectively. Interest income earned from these loans, which is included in interest and dividends in the Consolidated Statements of Income, was $4$4 and $7$7 for both the three- and six-month periods ended June 24, 2022 and June 25, 2021, respectively,respectively.

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

 

 

Six Months Ended

 

 

 

June 24, 2022

 

 

June 25, 2021

 

Partnership loans outstanding at beginning of period

 

$

321

 

 

$

341

 

Partnership loans issued during the period

 

 

272

 

 

 

220

 

Repayment of Partnership loans during the period

 

 

(193

)

 

 

(166

)

     Total Partnership loans outstanding

 

$

400

 

 

$

395

 

The minimum 7.5% annual return on the face amount of limited partnership capital was $23 and $3 and $8$46 for both the three- and six-month periods ended June 26, 2020,24, 2022 and June 25, 2021, respectively. These amounts are included as a component of interest expense in the Consolidated Statements of Income.

 

The Partnership filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (“SEC”) on January 12,


PART I. FINANCIAL INFORMATION

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 the first half 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.

Item 1.

Financial Statements, continued

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

 

 

Six Months Ended

 

 

 

June 25,

 

 

June 26,

 

 

 

2021

 

 

2020

 

Partnership loans outstanding at beginning of period

 

$

341

 

 

$

360

 

Partnership loans issued during the period

 

 

220

 

 

 

163

 

Repayment of Partnership loans during the period

 

 

(166

)

 

 

(135

)

Total Partnership loans outstanding

 

$

395

 

 

$

388

 

The minimum 7.5% annual return on the face amount of limited partnership capital was $23 and $46 for the three- and six-month periods ended June 25, 2021, respectively, and $24 and $47 for the three- and six-month periods ended June 26, 2020, respectively. These amounts are included as a component of interest expense in the Consolidated Statements of Income.

The Partnership filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission ("SEC") on January 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 $5 of Interests under the 2018 Plan in 2020 and the first half of 2021, respectively. The remaining $64 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:

 

 

 

June 25,

 

 

December 31,

 

 

 

2021

 

 

2020

 

U.S.:

 

 

 

 

 

 

 

 

Net capital

 

$

1,348

 

 

$

1,306

 

Net capital in excess of the minimum required

 

$

1,285

 

 

$

1,248

 

Net capital as a percentage of aggregate debit

   items

 

 

42.7

%

 

 

45.0

%

Net capital after anticipated capital withdrawals,

   as a percentage of aggregate debit items

 

 

21.6

%

 

 

23.1

%

 

 

 

 

 

 

 

 

 

Canada:

 

 

 

 

 

 

 

 

Regulatory risk-adjusted capital

 

$

52

 

 

$

56

 

Regulatory risk-adjusted capital in excess of the

   minimum required to be held by IIROC

 

$

52

 

 

$

47

 

13


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements, continued

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

 

 

June 24, 2022

 

 

December 31, 2021

 

U.S.:

 

 

 

 

 

 

Net capital

 

$

1,383

 

 

$

1,421

 

Net capital in excess of the minimum required

 

$

1,307

 

 

$

1,352

 

Net capital as a percentage of aggregate debit
   items

 

 

36.5

%

 

 

41.3

%

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

 

 

18.5

%

 

 

20.7

%

 

 

 

 

 

 

 

Canada:

 

 

 

 

 

 

Regulatory risk-adjusted capital

 

$

81

 

 

$

71

 

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

 

$

74

 

 

$

50

 

Item 1.

Financial Statements, continued

U.S. net capital, Canada regulatory risk-adjusted capital and the related capital percentages may fluctuate on a daily basis.

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:

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 to recoup 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 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 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 were the subject of the plaintiffs' appeal, and remanded the case to the district court forclaims. After further appellate proceedings on those claims. On May 14, 2021,in the Ninth Circuit, panel denied defendants' April 19, 2021 petition for panel rehearing and rehearing en banc. On May 20, 2021, defendants filed a motion to stay further proceedings pending defendants' filing of a petition for certiorari with the U.S. Supreme Court, which was denied on January 18, 2022. On February 2, 2022, the Ninth Circuit granted ondefendants filed a renewed motion to dismiss the plaintiffs' remaining state law claims. On May 21, 2021.9, 2022, the court dismissed the second amended complaint without prejudice. On May 31, 2022, the plaintiffs filed a third amended complaint alleging a single claim of breach of fiduciary duty under Missouri and California law against a single

14


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements, continued

defendant, Edward Jones, and its affiliated entities and individuals denywhich Edward Jones moved to dismiss on June 21, 2022. Edward Jones denies the plaintiffs' allegations and intendintends 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.behalf of putative classes of financial advisors. 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 approval of a settlement agreement reached by the parties. On July 1, 2021, plaintiffsdefendants filed a motion seeking final approval of the settlement.  The district court granted the motion at a hearingto dismiss on July 12, 2021 and issued a final approval order on July 15, 2021.  The settlement is in the process of being administered.


14


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

Reimbursement Class Action.  On April 25, 2019,May 23, 2022. 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 Financial Accounting Standards Board Accounting Standards Codification No. 450, ContingenciesContingencies.. This liability represents the Partnership’s estimate of the probable loss atas of June 25, 2021,24, 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 $13$39 as of June 25, 2021.24, 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 June 25, 202124, 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.


15


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

NOTE 8 – SEGMENT INFORMATION

The Partnership has determined it has 2 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

 

 

Six Months Ended

 

 

June 25,

2021

 

 

June 26,

2020

 

 

June 25,

2021

 

 

June 26,

2020

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

$

2,954

 

 

$

2,261

 

 

$

5,733

 

 

$

4,684

 

Canada

 

80

 

 

 

64

 

 

 

154

 

 

 

132

 

Total net revenue

$

3,034

 

 

$

2,325

 

 

$

5,887

 

 

$

4,816

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-variable income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

$

915

 

 

$

569

 

 

$

1,756

 

 

$

1,205

 

Canada

 

13

 

 

 

9

 

 

 

21

 

 

 

14

 

Total pre-variable income

$

928

 

 

$

578

 

 

$

1,777

 

 

$

1,219

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

$

473

 

 

$

283

 

 

$

933

 

 

$

614

 

Canada

 

12

 

 

 

7

 

 

 

21

 

 

 

14

 

Total variable compensation

$

485

 

 

$

290

 

 

$

954

 

 

$

628

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before allocations to partners:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

$

442

 

 

$

286

 

 

$

823

 

 

$

591

 

Canada

 

1

 

 

 

2

 

 

 

0

 

 

 

0

 

Total income before allocations to partners

$

443

 

 

$

288

 

 

$

823

 

 

$

591

 

 


1615


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

Item 1. Financial Statements, continued

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

 

Three Months Ended

 

 

Six Months Ended

 

 

June 24, 2022

 

 

June 25, 2021

 

 

June 24, 2022

 

 

June 25, 2021

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

U.S.

$

2,921

 

 

$

2,954

 

 

$

5,865

 

 

$

5,733

 

Canada

 

93

 

 

 

80

 

 

 

182

 

 

 

154

 

Total net revenue

$

3,014

 

 

$

3,034

 

 

$

6,047

 

 

$

5,887

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-variable income:

 

 

 

 

 

 

 

 

 

 

 

U.S.

$

755

 

 

$

915

 

 

$

1,574

 

 

$

1,756

 

Canada

 

19

 

 

 

13

 

 

 

36

 

 

 

21

 

Total pre-variable income

$

774

 

 

$

928

 

 

$

1,610

 

 

$

1,777

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable compensation:

 

 

 

 

 

 

 

 

 

 

 

U.S.

$

406

 

 

$

473

 

 

$

870

 

 

$

933

 

Canada

 

13

 

 

 

12

 

 

 

24

 

 

 

21

 

Total variable compensation

$

419

 

 

$

485

 

 

$

894

 

 

$

954

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before allocations to partners:

 

 

 

 

 

 

 

 

 

 

 

U.S.

$

349

 

 

$

442

 

 

$

704

 

 

$

823

 

Canada

 

6

 

 

 

1

 

 

 

12

 

 

 

0

 

Total income before allocations to partners

$

355

 

 

$

443

 

 

$

716

 

 

$

823

 

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

 

June 25, 2021

 

$

1,085

 

 

 

0

 

 

 

1,085

 

 

 

0

 

 

 

(1,085

)

 

$

0

 

December 31, 2020

 

$

1,714

 

 

0

 

 

 

1,714

 

 

0

 

 

 

(1,714

)

 

$

0

 

 

 

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

 

June 24, 2022

 

$

1,087

 

 

 

0

 

 

 

1,087

 

 

 

0

 

 

 

(1,087

)

 

$

0

 

December 31, 2021

 

$

1,529

 

 

0

 

 

 

1,529

 

 

0

 

 

 

(1,526

)

 

$

3

 

 

(1)

16


PART I. FINANCIAL INFORMATION

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

Item 1. Financial Statements, continued

NOTE 10 – CASH FLOW INFORMATION

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

 

 

Six Months Ended

 

 

 

June 24, 2022

 

 

June 25, 2021

 

Non-cash activities:

 

 

 

 

 

 

Issuance of general partnership interests through
   partnership loans in current period

 

$

272

 

 

$

220

 

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

 

$

148

 

 

$

139

 

 

 

Six Months Ended

 

 

 

June 25,

2021

 

 

June 26,

2020

 

Non-cash activities:

 

 

 

 

 

 

 

 

Issuance of general partnership interests through

   partnership loans in current period

 

$

220

 

 

$

163

 

Repayment of partnership loans through distributions from

   partnership capital in current period

 

$

166

 

 

$

135

 

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:

 

 

June 25,

2021

 

 

June 26,

2020

 

 

 

June 24, 2022

 

 

June 25, 2021

 

Cash and cash equivalents

 

$

1,316

 

 

$

1,228

 

 

 

$

1,258

 

 

$

1,316

 

Cash and investments segregated under federal regulations

 

 

17,791

 

 

 

13,012

 

 

 

 

20,711

 

 

 

17,791

 

Less: Investments segregated under federal regulations

 

 

12,125

 

 

 

8,096

 

 

 

 

14,920

 

 

 

12,125

 

Total cash, cash equivalents and restricted cash

 

$

6,982

 

 

$

6,144

 

 

 

$

7,049

 

 

$

6,982

 

 

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.

 

 

 

 

17


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 the Quarterly Report on Form 10-Q for the period ended March 26, 2021, 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 purchase or saledistribution of mutual fund shares and equities, as well asinsurance products and the purchase or sale of insurance products.securities. 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 and the size of trades, all of which may be impacted by market volatility, and margins earned on the transactions and market volatility.transactions. Net interest and dividends revenue is impacted by the amount of cash and investments, receivables from and payables to clients, the variability of interest rates earned and paid on such balances, the number of Interests outstanding, and the balances of Partnership loans.

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.

18


PART I. FINANCIAL INFORMATION

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

OVERVIEW

Item 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- and six-month periods ended June 25, 202124, 2022 and June 26, 2020.25, 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

 

 

Six Months Ended

 

 

 

June 24, 2022

 

 

June 25, 2021

 

 

% Change

 

 

June 24, 2022

 

 

June 25, 2021

 

 

% Change

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee revenue

 

$

2,616

 

 

$

2,556

 

 

 

2

%

 

$

5,291

 

 

$

4,935

 

 

 

7

%

% of net revenue

 

 

87

%

 

 

84

%

 

 

4

%

 

 

87

%

 

 

84

%

 

 

4

%

Trade revenue

 

 

392

 

 

 

437

 

 

 

-10

%

 

 

781

 

 

 

879

 

 

 

-11

%

% of net revenue

 

 

13

%

 

 

14

%

 

 

-7

%

 

 

13

%

 

 

15

%

 

 

-13

%

Interest and dividends

 

 

76

 

 

 

40

 

 

 

90

%

 

 

120

 

 

 

78

 

 

 

54

%

Other (loss) revenue, net

 

 

(46

)

 

 

24

 

 

 

-292

%

 

 

(98

)

 

 

42

 

 

 

-333

%

Total revenue

 

 

3,038

 

 

 

3,057

 

 

 

-1

%

 

 

6,094

 

 

 

5,934

 

 

 

3

%

Interest expense

 

 

24

 

 

 

23

 

 

 

4

%

 

 

47

 

 

 

47

 

 

 

 

Net revenue

 

 

3,014

 

 

 

3,034

 

 

 

-1

%

 

 

6,047

 

 

 

5,887

 

 

 

3

%

Operating expenses

 

 

2,659

 

 

 

2,591

 

 

 

3

%

 

 

5,331

 

 

 

5,064

 

 

 

5

%

Income before allocations to partners

 

$

355

 

 

$

443

 

 

 

-20

%

 

$

716

 

 

$

823

 

 

 

-13

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before allocations to partners margin(1)

 

 

11.7

%

 

 

14.5

%

 

 

-19

%

 

 

11.7

%

 

 

13.9

%

 

 

-15

%

Client assets under care ($ billions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

1,589

 

 

$

1,714

 

 

 

-7

%

 

$

1,589

 

 

$

1,714

 

 

 

-7

%

Average

 

$

1,663

 

 

$

1,674

 

 

 

-1

%

 

$

1,705

 

 

$

1,624

 

 

 

5

%

Advisory programs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

614

 

 

$

646

 

 

 

-5

%

 

$

614

 

 

$

646

 

 

 

-5

%

Average

 

$

642

 

 

$

625

 

 

 

3

%

 

$

658

 

 

$

600

 

 

 

10

%

Client dollars invested ($ billions)(2):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade

 

$

35

 

 

$

27

 

 

 

30

%

 

$

60

 

 

$

55

 

 

 

9

%

Advisory programs

 

$

9

 

 

$

20

 

 

 

-55

%

 

$

25

 

 

$

38

 

 

 

-34

%

Client households at period end

 

 

6.0

 

 

 

5.8

 

 

 

3

%

 

 

6.0

 

 

 

5.8

 

 

 

3

%

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

 

 

42,092

 

 

 

66,802

 

 

 

-37

%

 

 

102,954

 

 

 

145,428

 

 

 

-29

%

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

 

$

20

 

 

$

23

 

 

 

-13

%

 

$

39

 

 

$

43

 

 

 

-9

%

Financial advisors (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

18,755

 

 

 

18,855

 

 

 

-1

%

 

 

18,755

 

 

 

18,855

 

 

 

-1

%

Average

 

 

18,752

 

 

 

18,913

 

 

 

-1

%

 

 

18,776

 

 

 

19,008

 

 

 

-1

%

Attrition %(5)

 

 

6.0

%

 

 

6.6

%

 

 

-9

%

 

 

5.8

%

 

 

7.4

%

 

 

-22

%

Dow Jones Industrial Average (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

31,501

 

 

 

34,434

 

 

 

-9

%

 

 

31,501

 

 

 

34,434

 

 

 

-9

%

Average for period

 

 

32,976

 

 

 

34,045

 

 

 

-3

%

 

 

33,793

 

 

 

32,801

 

 

 

3

%

S&P 500 Index (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

3,912

 

 

 

4,281

 

 

 

-9

%

 

 

3,912

 

 

 

4,281

 

 

 

-9

%

Average for period

 

 

4,160

 

 

 

4,165

 

 

 

 

 

 

4,304

 

 

 

4,018

 

 

 

7

%

Bloomberg Aggregate Bond Index (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

101

 

 

 

115

 

 

 

-12

%

 

 

101

 

 

 

115

 

 

 

-12

%

Average for period

 

 

103

 

 

 

115

 

 

 

-10

%

 

 

107

 

 

 

115

 

 

 

-7

%

(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

 

 

Six Months Ended

 

 

 

June 25,

 

 

June 26,

 

 

%

 

 

June 25,

 

 

June 26,

 

 

%

 

 

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based

 

$

2,385

 

 

$

1,718

 

 

 

39

%

 

$

4,594

 

 

$

3,524

 

 

 

30

%

Account and activity

 

 

171

 

 

 

160

 

 

 

7

%

 

 

341

 

 

 

331

 

 

 

3

%

Total fee revenue

 

 

2,556

 

 

 

1,878

 

 

 

36

%

 

 

4,935

 

 

 

3,855

 

 

 

28

%

% of net revenue

 

 

84

%

 

 

81

%

 

 

4

%

 

 

84

%

 

 

80

%

 

 

5

%

Trade revenue

 

 

437

 

 

 

395

 

 

 

11

%

 

 

879

 

 

 

888

 

 

 

-1

%

% of net revenue

 

 

14

%

 

 

17

%

 

 

-15

%

 

 

15

%

 

 

18

%

 

 

-19

%

Net interest and dividends

 

 

17

 

 

 

18

 

 

 

-6

%

 

 

31

 

 

 

69

 

 

 

-55

%

Other revenue, net

 

 

24

 

 

 

34

 

 

 

29

%

 

 

42

 

 

 

4

 

 

 

950

%

Net revenue

 

 

3,034

 

 

 

2,325

 

 

 

30

%

 

 

5,887

 

 

 

4,816

 

 

 

22

%

Operating expenses

 

 

2,591

 

 

 

2,037

 

 

 

27

%

 

 

5,064

 

 

 

4,225

 

 

 

20

%

Income before allocations to partners

 

$

443

 

 

$

288

 

 

 

54

%

 

$

823

 

 

$

591

 

 

 

39

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client dollars invested ($ billions)(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade

 

$

27

 

 

$

27

 

 

 

 

 

$

55

 

 

$

62

 

 

 

-11

%

Advisory programs

 

$

20

 

 

$

8

 

 

 

150

%

 

$

38

 

 

$

18

 

 

 

111

%

Client households at period end

 

 

5.8

 

 

 

5.6

 

 

 

4

%

 

 

5.8

 

 

 

5.6

 

 

 

4

%

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

 

$

23

 

 

$

15

 

 

 

53

%

 

$

43

 

 

$

34

 

 

 

26

%

Client assets under care ($ billions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

1,714

 

 

$

1,305

 

 

 

31

%

 

$

1,714

 

 

$

1,305

 

 

 

31

%

Average

 

$

1,674

 

 

$

1,249

 

 

 

34

%

 

$

1,624

 

 

$

1,283

 

 

 

27

%

Advisory programs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

646

 

 

$

452

 

 

 

43

%

 

$

646

 

 

$

452

 

 

 

43

%

Average

 

$

625

 

 

$

428

 

 

 

46

%

 

$

600

 

 

$

438

 

 

 

37

%

Financial advisors (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

18,855

 

 

 

19,161

 

 

 

-2

%

 

 

18,855

 

 

 

19,161

 

 

 

-2

%

Average

 

 

18,913

 

 

 

19,121

 

 

 

-1

%

 

 

19,008

 

 

 

18,987

 

 

 

 

Attrition %(3)

 

 

6.6

%

 

 

5.0

%

 

n/a

 

 

 

7.4

%

 

 

6.3

%

 

n/a

 

Dow Jones Industrial Average (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

34,434

 

 

 

25,016

 

 

 

38

%

 

 

34,434

 

 

 

25,016

 

 

 

38

%

Average for period

 

 

34,045

 

 

 

24,413

 

 

 

39

%

 

 

32,801

 

 

 

25,576

 

 

 

28

%

S&P 500 Index (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

4,281

 

 

 

3,009

 

 

 

42

%

 

 

4,281

 

 

 

3,009

 

 

 

42

%

Average for period

 

 

4,165

 

 

 

2,911

 

 

 

43

%

 

 

4,018

 

 

 

2,994

 

 

 

34

%

(1)19

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.

19


PART I. FINANCIAL INFORMATION

 

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

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

 

Second Quarter 2022 versus Second Quarter 2021 versus Second Quarter 2020 Overview

Even with market volatility and the changing interest rate environment, the Partnership ended the second quarter of 2022 with $20 billion of net new assets, reflecting growth in asset inflows and higher average asset sizes for new households. Although the Partnership experienced growth in asset inflows, higher asset outflows resulted in lower net new assets than the second quarter of 2021. In addition, the Partnership is making its intentional investments in human capital, technology infrastructure, digital initiatives, virtual enablement tools and test and learn pilot programs to support its long-term growth objectives.

The Partnership ended the second quarter of 20212022 with a 31% increase$1.6 trillion in client assets under care to $1.7 trillion("AUC"), a 7% decrease compared to the end of the second quarter of 2020.2021. Average client assets under care were also $1.7 trillion duringAUC decreased 1% in the second quarter of 2021, a 34% increase comparedto the same period in 20202022 due to increases inlower average market levels, partially offset by the market valuecumulative impact of client assets,net new assets. Advisory programs' average AUC increased 3% as well asa result of the cumulative impact of client dollars invested. Net new assets increased 53% to $23 billion duringinvested in advisory programs, partially offset by lower average market levels.

In the second quarter of 20212022, the Partnership continued to focus on its strategy to grow and promote branch team success and financial advisor attrition decreased to 6.0%. The Partnership has begun offering greater flexibility and choice to its financial advisors through the options of co-locating their branches with one or more financial advisors in shared office space while maintaining their own individual client relationships, an expanded variety of branch support roles, and a pilot of multi-financial advisor team models. Despite lower attrition, the number of financial advisors decreased by 100 due to a lower number of hires as a result of the Partnership's continued strategy to focus on intentionally building the financial advisor pipeline. This approach may continue to result in fewer financial advisors hired than historical levels.

Although the Partnership experienced growth in asset inflows, referenced above, net new assets declined 13% due to higher asset outflows compared to the second quarter of 2020.  

Advisory programs'lower than average assets under care increased 46% to $625 billionoutflows experienced in the second quarter of 20212021. Net new households decreased 37% primarily due to higher averagefewer households added.

Net revenue decreased 1% to $3,014 primarily due to decreases in other revenue and trade revenue. The decrease in other revenue was due to a decline in market levels compared to the same period in 2020 and the continued increase in investment of client assets into advisory programs.  

Net revenue increased 30% to $3,034 forover the second quarter of 2021 compared2022, resulting in unrealized losses from the decrease in the value of the mutual fund investment securities held to economically hedge future liabilities for the same periodnon-qualified deferred compensation plan. Those unrealized losses were offset by the corresponding decreased liability recognized in 2020.  Results reflected a 39% increase in asset-based feefinancial advisor compensation expense. Other revenue primarilyalso decreased due to average market increases, as well asunrealized losses on the cumulative impact of net asset inflows into advisory programsPartnership's U.S. Treasury investment securities, resulting from rising interest rates. Trade revenue decreased due to a decrease in both 2021overall margin earned and 2020.a decrease in client dollars invested in mutual funds. The increasedecrease in net revenue was also due to an 11% increasepartially offset by increases in tradecash solutions revenue within other asset-based fees and interest and dividends revenue reflecting rising interest rates in the second quarter of 2021 compared to the same period in 2020. Trade revenue increased primarily due to higher overall margins earned.2022.

Operating expenses increased 27%3% to $2,591 in the second quarter of 2021 compared to the second quarter of 2020,$2,659, primarily due to an increase in compensation and benefits expense. Financial advisor compensation increased due to an increase in revenues on which commissions are earned. Variable compensation increased due to increases in thehome office and branch compensation, communications and data processing and other operating expenses. The Partnership's profitability, including anintentional investments to support its long-term growth objectives, referenced above, have increased home office and branch compensation expenses and communications and data processing expenses. The increase in the number of profitable branchesother operating expenses was primarily due to increases in costs from resuming in-person meetings and an overall increase in branch profitability. Despite theevents, philanthropy, advertising and other various items. The increase in operating expenses was partially offset by a decrease in financial advisor compensation expense related to the Partnership continued to experience ongoing cost savings from limits on travelnon-qualified deferred compensation plan discussed above and in-person eventsdecreased variable compensation due to COVID-19.lower firm profitability.

Overall, the increasedecrease in net revenue offset byand the increase in operating expenses generated income before allocations to partners of $443,$355, a 54% increase20% decrease from the second quarter of 2020.  2021. Income before allocations to partners margin was 11.7%, reflecting a strategic balance between investing in the future and current financial results.

20


PART I. FINANCIAL INFORMATION

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

Six Months Ended June 24, 2022 versus Six Months Ended June 25, 2021 versus Six Months Ended June 26, 2020 Overview

Average client assets under careAUC increased 27% to $1.6 trillion5% and advisory programs' average AUC increased 10% during the first half of 20212022 compared to the same period in 20202021 due to increases in the market value of client assets, as well as the cumulative impact of client dollars invested. Netnet new assets increased 26%and higher average equity market levels, partially offset by lower average bond market levels.

Although the Partnership experienced growth in asset inflows, referenced above, net new assets declined 9% due to $43 billion during the first half of 2021higher asset outflows compared to the first half of 2020.  

Advisory programs'lower than average assets under care increased 37%outflows experienced in the first half of 2021 to $600 billion2021. Net new households decreased 29% primarily due to higher average market levels compared to the same period in 2020 and the continued increase in investment of client assets into advisory programs.  fewer households added.

Net revenue increased 22%3% to $5,887 for the first half of 2021 compared to the same period in 2020.$6,047. Results reflected a 30%7% increase in asset-based fee revenue, primarily due to average market increases, as well as the cumulative impact of net asset inflows intoin advisory programs and higher average equity market levels, partially offset by lower average bond market levels. The net revenue increase was partially offset by decreases in both 2021other revenue and 2020.

Operating expenses increased 20%trade revenue. The decrease in other revenue was due to $5,064a decline in market levels over the first half of 2021 compared2022, resulting in unrealized losses from the decrease in the value of the mutual fund investment securities held to 2020,economically hedge future liabilities for the non-qualified deferred compensation plan. Those unrealized losses were offset by the corresponding decreased liability recognized in financial advisor compensation expense. Other revenue also decreased due to unrealized losses on the Partnership's U.S. Treasury investment securities, resulting from rising interest rates. Trade revenue decreased due to a decrease in overall margin earned and a decrease in client dollars invested in mutual funds.

Operating expenses increased 5% to $5,331 primarily due to an increase in home office and branch compensation, communications and benefits expense. Financial advisordata processing and other operating expenses. The Partnership's intentional investments to support its long-term growth objectives, referenced above, have increased home office and branch compensation increased largely due to anexpenses and communications and data processing expenses. The increase in revenues on which commissions are earned. Variable compensation increasedother operating expenses was primarily due to increases in the Partnership's profitability, including ancosts from resuming in-person meetings and events, philanthropy, advertising and other various items. The increase in the number of profitable branches and an overall increaseoperating expenses was partially offset by a decrease in branchvariable compensation due to lower firm profitability. Despite

Overall, the increase in operating expenses, the Partnership continued to experience ongoing cost savings from limits on travel and in-person events due to COVID-19.

Overall, the increase in net revenue,partially offset by the increase in operating expenses,net revenues, generated income before allocations to partners of $823,$716, a 39% increase13% decrease from the first half of 2020.  
2021. Income before allocations to partners margin was 11.7%, reflecting a strategic balance between investing in the future and current financial results.


 

20

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

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 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.

RESULTS OF OPERATIONS FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 25, 202124, 2022 AND JUNE 26, 202025, 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.


21


PART I. FINANCIAL INFORMATION

Item 2.

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

Fee Revenue

Fee revenue, which consists of asset-based fees and account and activity fees, increased 36%2% to $2,556$2,616 and 28%7% to $4,935$5,291 in the second quarter and first half of 2021,2022, respectively, compared to the same periods in 2020.2021. A discussion of fee revenue components follows.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 25,

 

 

June 26,

 

 

%

 

 

June 25,

 

 

June 26,

 

 

%

 

 

Three Months Ended

 

 

Six Months Ended

 

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

 

June 24, 2022

 

 

June 25, 2021

 

 

% Change

 

 

June 24, 2022

 

 

June 25, 2021

 

 

% Change

 

Fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisory programs fees

 

$

1,813

 

 

$

1,258

 

 

 

44

%

 

$

3,480

 

 

$

2,558

 

 

 

36

%

 

$

1,841

 

 

$

1,813

 

 

 

2

%

 

$

3,768

 

 

$

3,480

 

 

 

8

%

Service fees

 

 

417

 

 

 

323

 

 

 

29

%

 

 

808

 

 

 

663

 

 

 

22

%

 

 

382

 

 

 

417

 

 

 

-8

%

 

 

790

 

 

 

808

 

 

 

-2

%

Other asset-based fees

 

 

155

 

 

 

137

 

 

 

13

%

 

 

306

 

 

 

303

 

 

 

1

%

 

 

221

 

 

 

155

 

 

 

43

%

 

 

389

 

 

 

306

 

 

 

27

%

Total asset-based fee revenue

 

 

2,385

 

 

 

1,718

 

 

 

39

%

 

 

4,594

 

 

 

3,524

 

 

 

30

%

 

 

2,444

 

 

 

2,385

 

 

 

2

%

 

 

4,947

 

 

 

4,594

 

 

 

8

%

Account and activity fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder accounting services fees

 

 

109

 

 

 

104

 

 

 

5

%

 

 

216

 

 

 

213

 

 

 

1

%

 

 

113

 

 

 

109

 

 

 

4

%

 

 

224

 

 

 

216

 

 

 

4

%

Other account and activity fee revenue

 

 

62

 

 

 

56

 

 

 

11

%

 

 

125

 

 

 

118

 

 

 

6

%

 

 

59

 

 

 

62

 

 

 

-5

%

 

 

120

 

 

 

125

 

 

 

-4

%

Total account and activity fee revenue

 

 

171

 

 

 

160

 

 

 

7

%

 

 

341

 

 

 

331

 

 

 

3

%

 

 

172

 

 

 

171

 

 

 

1

%

 

 

344

 

 

 

341

 

 

 

1

%

Total fee revenue

 

$

2,556

 

 

$

1,878

 

 

 

36

%

 

$

4,935

 

 

$

3,855

 

 

 

28

%

 

$

2,616

 

 

$

2,556

 

 

 

2

%

 

$

5,291

 

 

$

4,935

 

 

 

7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average U.S. client asset values

($ billions)(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisory programs

 

$

613.7

 

 

$

420.8

 

 

 

46

%

 

$

589.9

 

 

$

430.9

 

 

 

37

%

 

$

629.7

 

 

$

613.7

 

 

 

3

%

 

$

645.8

 

 

$

589.9

 

 

 

9

%

Mutual fund assets held outside of

advisory programs

 

$

571.3

 

 

$

430.5

 

 

 

33

%

 

$

555.6

 

 

$

443.6

 

 

 

25

%

 

$

538.4

 

 

$

571.3

 

 

 

-6

%

 

$

558.1

 

 

$

555.6

 

 

 

 

Insurance

 

$

89.0

 

 

$

72.3

 

 

 

23

%

 

$

87.5

 

 

$

74.6

 

 

 

17

%

 

$

81.1

 

 

$

89.0

 

 

 

-9

%

 

$

83.9

 

 

$

87.5

 

 

 

-4

%

Cash solutions

 

$

48.9

 

 

$

38.7

 

 

 

26

%

 

$

48.7

 

 

$

37.1

 

 

 

31

%

 

$

53.7

 

 

$

48.9

 

 

 

10

%

 

$

53.9

 

 

$

48.7

 

 

 

11

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

(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.

Overall asset-based fee revenue increased 39% to $2,385was approximately 97% and 30% to $4,59498% for the periods presented in the second quarter2022 and first half of 2021, respectively, compared to the same periods in 2020, primarily due to increases in revenue from advisory programs fees, as well as increases in service fee revenue. Growth in revenue from advisory programs and service fees was due to higherrespectively.

Despite lower average market levels in the second quarter and first half of 20212022 compared to the same periodsperiod in 2020, as well as the continuedincrease in investment of client assets in advisory programs and mutual fund assets held outside of advisory programs.2021, overall asset-based fee revenue increased 2% to $2,444. Other asset-based fee revenue increased in the second quarter and first half of 2021 compared to the same periods in 2020reflecting rising interest rates, primarily due to the growth in client asset values in non-advisory programs. These increases were partially offset by declines in cash solutions revenue, which continues to be negatively impacted by increasedlower fee waivers in order to maintain a positive client yield on the Money Market Fund followingand the increase in client assets invested in cash solutions. Advisory programs fee revenue increased due to the cumulative impact of client dollars invested in advisory programs, which was partially offset by lower average market levels. Service fees revenue decreased due to the decrease in the federal funds rateaverage value of mutual fund assets held outside of advisory programs resulting from lower average market levels.

Overall asset-based fee revenue increased 8% to near zero$4,947 in March 2020.the first half of 2022 compared to the same period in 2021, primarily due to increases in revenue from advisory programs fees and from other asset-based fees. Growth in revenue from advisory programs was due to the cumulative impact of client dollars invested in advisory programs and higher average equity market levels, partially offset by lower average bond market levels in the first half of 2022 compared to the same period in 2021. Other asset-based fee revenue increased reflecting rising interest rates, primarily due to lower fee waivers to maintain a positive client yield on the Money Market Fund and the increase in client assets invested in cash solutions. Service fees revenue decreased in the first half of 2022 due to the decrease in the second quarter of 2022, referenced above, partially offset by an increase in service fees revenue in the first quarter of 2022 as a result of higher average equity market levels.


 

22


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, increaseddecreased 10% to $392 and 11% to $437 and decreased 1% to $879$781 in the second quarter and first half of 2021,2022, respectively, compared to the same periods in 2020.2021. A discussion of trade revenue components follows.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 24, 2022

 

 

 

June 25, 2021

 

 

 

% Change

 

 

June 24, 2022

 

 

 

June 25, 2021

 

 

 

% Change

 

Trade revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

162

 

 

 

$

148

 

 

 

 

9

%

 

$

322

 

 

 

$

316

 

 

 

 

2

%

Mutual funds

 

 

125

 

 

 

 

206

 

 

 

 

-39

%

 

 

279

 

 

 

 

407

 

 

 

 

-31

%

Insurance products and other

 

 

65

 

 

 

 

72

 

 

 

 

-10

%

 

 

129

 

 

 

 

136

 

 

 

 

-5

%

Total commissions revenue

 

$

352

 

 

 

$

426

 

 

 

 

-17

%

 

$

730

 

 

 

$

859

 

 

 

 

-15

%

Principal transactions

 

 

40

 

 

 

 

11

 

 

 

 

264

%

 

 

51

 

 

 

 

20

 

 

 

 

155

%

Total trade revenue

 

$

392

 

 

 

$

437

 

 

 

 

-10

%

 

$

781

 

 

 

$

879

 

 

 

 

-11

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client dollars invested ($ billions)(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

11.2

 

 

32%

$

10.1

 

 

38%

 

11

%

 

$

22.5

 

 

37%

$

22.0

 

 

40%

 

2

%

Mutual funds

 

 

7.4

 

 

21%

 

12.6

 

 

47%

 

-41

%

 

 

16.7

 

 

28%

 

24.7

 

 

45%

 

-32

%

Insurance products and other

 

 

2.1

 

 

6%

 

1.9

 

 

7%

 

11

%

 

 

3.6

 

 

6%

 

3.5

 

 

7%

 

3

%

Principal transactions

 

 

14.3

 

 

41%

 

2.0

 

 

8%

 

615

%

 

 

17.6

 

 

29%

 

4.4

 

 

8%

 

300

%

Total client dollars invested

 

$

35.0

 

 

 

$

26.6

 

 

 

 

32

%

 

$

60.4

 

 

 

$

54.6

 

 

 

 

11

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Margin per $1,000 invested

 

$

11.2

 

 

 

$

16.4

 

 

 

 

-32

%

 

$

12.9

 

 

 

$

16.1

 

 

 

 

-20

%

U.S. business days

 

 

62

 

 

 

 

63

 

 

 

 

-2

%

 

 

120

 

 

 

 

121

 

 

 

 

-1

%

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 25,

 

 

 

 

 

June 26,

 

 

 

 

 

%

 

 

June 25,

 

 

 

 

 

June 26,

 

 

 

 

 

%

 

 

 

2021

 

 

 

 

 

2020

 

 

 

 

 

Change

 

 

2021

 

 

 

 

 

2020

 

 

 

 

 

Change

 

Trade revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

206

 

 

 

 

 

$

150

 

 

 

 

 

 

37

%

 

$

407

 

 

 

 

 

$

354

 

 

 

 

 

 

15

%

Equities

 

 

148

 

 

 

 

 

 

164

 

 

 

 

 

 

-10

%

 

 

316

 

 

 

 

 

 

371

 

 

 

 

 

 

-15

%

Insurance products and other

 

 

72

 

 

 

 

 

 

64

 

 

 

 

 

 

13

%

 

 

136

 

 

 

 

 

 

130

 

 

 

 

 

 

5

%

Total commissions revenue

 

$

426

 

 

 

 

 

$

378

 

 

 

 

 

 

13

%

 

$

859

 

 

 

 

 

$

855

 

 

 

 

 

 

 

Principal transactions

 

 

11

 

 

 

 

 

 

17

 

 

 

 

 

 

-35

%

 

 

20

 

 

 

 

 

 

33

 

 

 

 

 

 

-39

%

Total trade revenue

 

$

437

 

 

 

 

 

$

395

 

 

 

 

 

 

11

%

 

$

879

 

 

 

 

 

$

888

 

 

 

 

 

 

-1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Client dollars invested ($ billions)(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

13

 

 

49%

 

$

8

 

 

30%

 

 

63

%

 

$

25

 

 

46%

 

$

19

 

 

31%

 

 

32

%

Equities

 

 

10

 

 

37%

 

 

11

 

 

41%

 

 

-9

%

 

 

22

 

 

40%

 

 

25

 

 

40%

 

 

-12

%

Insurance products and other

 

 

2

 

 

7%

 

 

2

 

 

7%

 

 

 

 

 

4

 

 

7%

 

 

3

 

 

5%

 

 

33

%

Principal transactions

 

 

2

 

 

7%

 

 

6

 

 

22%

 

 

-67

%

 

 

4

 

 

7%

 

 

15

 

 

24%

 

 

-73

%

Total client dollars invested

 

$

27

 

 

 

 

 

$

27

 

 

 

 

 

 

 

 

$

55

 

 

 

 

 

$

62

 

 

 

 

 

 

-11

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Margin per $1,000 invested

 

$

16.4

 

 

 

 

 

$

14.8

 

 

 

 

 

 

11

%

 

$

16.1

 

 

 

 

 

$

14.3

 

 

 

 

 

 

13

%

U.S. business days

 

 

63

 

 

 

 

 

 

63

 

 

 

 

 

 

 

 

 

121

 

 

 

 

 

 

123

 

 

 

 

 

 

-2

%

(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 11% increasedecrease in trade revenue in the second quarter and first half of 20212022 compared to the same periodperiods in 20202021 was primarily due to increasesa decrease in mutual funds commissions revenue and the overall margin earned.earned, which was partially offset by an increase in principal transactions revenue. Mutual funds commissions revenue decreased due to the decrease in client dollars invested in mutual fund products. Overall margin earned increaseddecreased due to a change in product mix with a higher portion of client dollars invested in mutual funds, whichprincipal transaction products that earn higherlower margins than equitiesother products. The shift in product mix and increased principal transaction products. Despite higher overall margins, margins earned on mutual funds have decreasedtransactions revenue was due to changes in mutual fund fee structures, which has partially offset thea significant increase in mutual funds revenue. Principal transactions revenue decreased as a result of a decrease in client dollars invested with lowerin fixed income products, primarily certificates of deposit, during the increasing interest rates on those products compared torate environment in the second quarter of 2020.  

The 1% decrease in trade revenue for the first half of 20212022 compared to the same period in 2020 was primarily due to decreases in equity commissions revenue and principal transactions revenue. The decrease in equity commissions revenue was primarily due to lower client dollars invested in equities compared to the first half of 2020,2021.which had lower securities prices with market volatility related to COVID-19. The decrease in equity commissions revenue was partially offset by an increase in other commissions revenue in the first half of 2021 compared to the same period in 2020, primarily due to a change in the product mix with a higher portion of client dollars invested in mutual funds, which earn higher margins than equities and principal transaction products, resulting in an overall higher margin earned compared to the second half of 2020. Principal transactions revenue decreased as a result of a decrease in client dollars invested, due to lower interest rates on those products compared to the first half of 2020.  


23


PART I. FINANCIAL INFORMATION

Item 2.

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

Net Interest and Dividends

 

Net interest and dividends revenue slightly decreasedincreased $35 to $17$52 and $42 to $73 in the second quarter of 2021 compared to the second quarter of 2020 due to lower average interest rates earned on short-term investment balances. In theand first half of 2021, net interest and dividends revenue decreased 55% to $312022, respectively, compared to the same periodperiods in 20202021, primarily due to increased short-term investment interest rates remaining at record low levels since the Federal Reserve cut the federal funds effective rate to near zeroincome and an increase in March 2020, which began impacting resultsinterest income earned on client margin loans. The average balances of short-term investments increased 11% and 10% and client margin loans held by clients increased 22% and 21% in the second quarter of 2020 and therefore was only partially reflected in the results of the first half of 2020. Despite increases in short-term investment balances and client margin balances in the first half of 2021, interest income decreased from lower average interest rates earned on those balances2022, respectively, compared to the same periodperiods in 2020. The decrease2021. Additionally, short-term investment income increased due to a rise in interest revenue was partially offset by a decreaserates in customer credit interest expense in the second quarter and first half of 20212022 compared to the same periodperiods in 2020.2021.

 

The majority of interest expense in the second quarter and first half 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.

 


2423


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 27%3% to $2,591$2,659 and 20%5% to $5,064$5,331 in the second quarter and first half of 2021,2022, respectively, compared to the same periods in 2020,2021 primarily due to an increaseincreases in home office and branch compensation, communications and benefits expense.data processing and other operating expenses. A discussion of operating expense components follows.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 24, 2022

 

 

June 25, 2021

 

 

% Change

 

 

June 24, 2022

 

 

June 25, 2021

 

 

% Change

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial advisor

 

$

1,179

 

 

$

1,237

 

 

 

-5

%

 

$

2,408

 

 

$

2,406

 

 

 

 

Home office and branch

 

 

488

 

 

 

426

 

 

 

15

%

 

 

932

 

 

 

827

 

 

 

13

%

Variable compensation

 

 

419

 

 

 

485

 

 

 

-14

%

 

 

894

 

 

 

954

 

 

 

-6

%

Total compensation and benefits

 

 

2,086

 

 

 

2,148

 

 

 

-3

%

 

 

4,234

 

 

 

4,187

 

 

 

1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Communications and data processing

 

 

159

 

 

 

115

 

 

 

38

%

 

 

305

 

 

 

219

 

 

 

39

%

Occupancy and equipment

 

 

144

 

 

 

135

 

 

 

7

%

 

 

287

 

 

 

269

 

 

 

7

%

Fund sub-adviser fees

 

 

63

 

 

 

59

 

 

 

7

%

 

 

126

 

 

 

115

 

 

 

10

%

Professional and consulting fees

 

 

44

 

 

 

34

 

 

 

29

%

 

 

84

 

 

 

65

 

 

 

29

%

Other operating expenses

 

 

163

 

 

 

100

 

 

 

63

%

 

 

295

 

 

 

209

 

 

 

41

%

Total operating expenses

 

$

2,659

 

 

$

2,591

 

 

 

3

%

 

$

5,331

 

 

$

5,064

 

 

 

5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of branches:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

15,641

 

 

 

15,377

 

 

 

2

%

 

 

15,641

 

 

 

15,377

 

 

 

2

%

Average

 

 

15,610

 

 

 

15,376

 

 

 

2

%

 

 

15,580

 

 

 

15,368

 

 

 

1

%

Financial advisors:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

18,755

 

 

 

18,855

 

 

 

-1

%

 

 

18,755

 

 

 

18,855

 

 

 

-1

%

Average

 

 

18,752

 

 

 

18,913

 

 

 

-1

%

 

 

18,776

 

 

 

19,008

 

 

 

-1

%

Branch office administrators(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

17,852

 

 

 

17,249

 

 

 

3

%

 

 

17,852

 

 

 

17,249

 

 

 

3

%

Average

 

 

17,763

 

 

 

17,155

 

 

 

4

%

 

 

17,683

 

 

 

17,049

 

 

 

4

%

Home office associates(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

7,932

 

 

 

7,128

 

 

 

11

%

 

 

7,932

 

 

 

7,128

 

 

 

11

%

Average

 

 

7,894

 

 

 

7,102

 

 

 

11

%

 

 

7,797

 

 

 

7,062

 

 

 

10

%

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 25,

 

 

June 26,

 

 

%

 

 

June 25,

 

 

June 26,

 

 

%

 

 

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial advisor

 

$

1,237

 

 

$

962

 

 

 

29

%

 

$

2,406

 

 

$

1,992

 

 

 

21

%

Home office and branch

 

 

426

 

 

 

394

 

 

 

8

%

 

 

827

 

 

 

790

 

 

 

5

%

Variable compensation

 

 

485

 

 

 

290

 

 

 

67

%

 

 

954

 

 

 

628

 

 

 

52

%

Total compensation and benefits

 

 

2,148

 

 

 

1,646

 

 

 

30

%

 

 

4,187

 

 

 

3,410

 

 

 

23

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Occupancy and equipment

 

 

135

 

 

 

130

 

 

 

4

%

 

 

269

 

 

 

261

 

 

 

3

%

Communications and data processing

 

 

115

 

 

 

106

 

 

 

8

%

 

 

219

 

 

 

207

 

 

 

6

%

Fund sub-adviser fees

 

 

59

 

 

 

44

 

 

 

34

%

 

 

115

 

 

 

86

 

 

 

34

%

Professional and consulting fees

 

 

34

 

 

 

23

 

 

 

48

%

 

 

65

 

 

 

52

 

 

 

25

%

Other operating expenses

 

 

100

 

 

 

88

 

 

 

14

%

 

 

209

 

 

 

209

 

 

 

 

Total operating expenses

 

$

2,591

 

 

$

2,037

 

 

 

27

%

 

$

5,064

 

 

$

4,225

 

 

 

20

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of branches:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

15,377

 

 

 

15,356

 

 

 

 

 

 

15,377

 

 

 

15,356

 

 

 

 

Average

 

 

15,376

 

 

 

15,299

 

 

 

1

%

 

 

15,368

 

 

 

15,229

 

 

 

1

%

Financial advisors:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

18,855

 

 

 

19,161

 

 

 

-2

%

 

 

18,855

 

 

 

19,161

 

 

 

-2

%

Average

 

 

18,913

 

 

 

19,121

 

 

 

-1

%

 

 

19,008

 

 

 

18,987

 

 

 

 

Branch office administrators(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

17,249

 

 

 

16,632

 

 

 

4

%

 

 

17,249

 

 

 

16,632

 

 

 

4

%

Average

 

 

17,155

 

 

 

16,824

 

 

 

2

%

 

 

17,049

 

 

 

16,894

 

 

 

1

%

Home office associates(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

7,128

 

 

 

6,921

 

 

 

3

%

 

 

7,128

 

 

 

6,921

 

 

 

3

%

Average

 

 

7,102

 

 

 

7,047

 

 

 

1

%

 

 

7,062

 

 

 

7,069

 

 

 

 

Home office associates(1) per 100

   financial advisors (average)

 

 

37.6

 

 

 

36.9

 

 

 

2

%

 

 

37.2

 

 

 

37.2

 

 

 

 

Branch office administrators(1) per 100

   financial advisors (average)

 

 

90.7

 

 

 

88.0

 

 

 

3

%

 

 

89.7

 

 

 

89.0

 

 

 

1

%

Operating expenses per

   financial advisor (average)(2)

 

$

42,828

 

 

$

38,753

 

 

 

11

%

 

$

83,596

 

 

$

80,002

 

 

 

4

%

(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.


25


PART I. FINANCIAL INFORMATION

Item 2.

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

Financial advisor compensation and benefits expense decreased 5% to $1,179 in the second quarter of 2022 compared to the second quarter in 2021 and increased slightly to $2,408 in the first half of 2022 compared to the same period in 2021. The decrease in the second quarter of 2022 was primarily due to decreased future liabilities as a result of corresponding unrealized losses related to the economic hedge for the non-qualified deferred compensation plan. The slight increase in operating expensesfinancial advisor compensation in the first half of 2022 was primarily due to the increase in revenues on which commissions are earned and increases in travel incentive program costs, which were significantly offset by the lower future liabilities in relation to the non-qualified deferred compensation plan referenced above and lower new financial advisor salary and other compensation expense from fewer financial advisors hired as a result of the Partnership's intentional strategy to build the financial advisor pipeline.

Home office and branch compensation and benefits expense increased 15% to $488 and 13% to $932 in the second quarter and first half of 2021 compared to the same periods in 2020 was primarily due to compensation and benefits expense (described below) increasing 30% to $2,148 and 23% to $4,187, respectively.

Financial advisor compensation and benefits expense increased 29% to $1,237 and 21% to $2,406 in the second quarter and first half of 2021,2022, respectively, compared to the same periods in 20202021 primarily due to higher wages and healthcare costs, including from an increase in revenues on which commissions are earned.the number of associates.

24


PART I. FINANCIAL INFORMATION

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

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. VariableThe decrease in variable compensation increased 67%of 14% to $485$419 and 52%6% to $954$894 in the second quarter and first half of 2021,2022, respectively, compared to the same periods in 20202021 was due to increasesa decrease in the Partnership's overall profitability, includingwhich was partially offset by an increase in the number of profitable branchesbranches.

Communications and an overall increase in branch profitability.

The Partnership uses the ratios of both the number of home office associatesdata processing expenses increased 38% to $159 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. The average number of home office associates and BOAs per 100 financial advisors increased 2% and 3%, respectively, in the second quarter of 2021 compared39% to the same period in 2020. In the first half of 2021, the average number of home office associates and BOAs per 100 financial advisors stayed constant and increased 1%, respectively, compared to the first half of 2020.  Operating expenses per financial advisor increased 11% and 4%$305 in the second quarter and first half of 2021,2022, respectively, compared to the same periods in 2020,2021 due to the increaseintentional investments in technology infrastructure, digital initiatives, virtual enablement tools and test and learn pilot programs.

Other operating expenses (excluding financial advisor compensation, variable compensationincreased 63% to $163 and fund sub-advisor fees), which were spread across a decreased average number of financial advisors41% to $295 in the second quarter of 2021 and a slightly increased average number of financial advisors in the first half of 2021.

The number of financial advisors decreased 306 to 18,855 at the end of the second quarter of 20212022, respectively, compared to the end of the same periodperiods 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 that is intended to help promote branch team success. This approach may result in fewer financial advisors hired than in past periods.

Despite the increase in operating expenses, the Partnership continued to experience ongoing cost savings from limits on travel and in-person events2021 primarily due to COVID-19. The Partnership continues to assess the measures adoptedincreases in response to the COVID-19 pandemic.  In the event the Partnership begins to experience adverse impacts in response to further economic or marketcosts associated with resuming in-person meetings and events, the Partnership may consider resuming or adopting measures to reduce future operating expenses.philanthropy, advertising and other various items.

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

25


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

 

 

Six Months Ended

 

 

 

June 24, 2022

 

 

June 25, 2021

 

 

% Change

 

 

June 24, 2022

 

 

June 25, 2021

 

 

% Change

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

2,921

 

 

$

2,954

 

 

 

-1

%

 

$

5,865

 

 

$

5,733

 

 

 

2

%

Canada

 

 

93

 

 

 

80

 

 

 

16

%

 

 

182

 

 

 

154

 

 

 

18

%

Total net revenue

 

 

3,014

 

 

 

3,034

 

 

 

-1

%

 

 

6,047

 

 

 

5,887

 

 

 

3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (excluding variable
    compensation):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

2,166

 

 

 

2,039

 

 

 

6

%

 

 

4,291

 

 

 

3,977

 

 

 

8

%

Canada

 

 

74

 

 

 

67

 

 

 

10

%

 

 

146

 

 

 

133

 

 

 

10

%

Total operating expenses

 

 

2,240

 

 

 

2,106

 

 

 

6

%

 

 

4,437

 

 

 

4,110

 

 

 

8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-variable income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

755

 

 

 

915

 

 

 

-17

%

 

 

1,574

 

 

 

1,756

 

 

 

-10

%

Canada

 

 

19

 

 

 

13

 

 

 

46

%

 

 

36

 

 

 

21

 

 

 

71

%

Total pre-variable income

 

 

774

 

 

 

928

 

 

 

-17

%

 

 

1,610

 

 

 

1,777

 

 

 

-9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

406

 

 

 

473

 

 

 

-14

%

 

 

870

 

 

 

933

 

 

 

-7

%

Canada

 

 

13

 

 

 

12

 

 

 

8

%

 

 

24

 

 

 

21

 

 

 

14

%

Total variable compensation

 

 

419

 

 

 

485

 

 

 

-14

%

 

 

894

 

 

 

954

 

 

 

-6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before allocations to partners:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

349

 

 

 

442

 

 

 

-21

%

 

 

704

 

 

 

823

 

 

 

-14

%

Canada

 

 

6

 

 

 

1

 

 

 

500

%

 

 

12

 

 

 

 

 

 

1200

%

Total income before allocations to partners

 

$

355

 

 

$

443

 

 

 

-20

%

 

$

716

 

 

$

823

 

 

 

-13

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client assets under care ($ billions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

1,553.9

 

 

$

1,677.2

 

 

 

-7

%

 

$

1,553.9

 

 

$

1,677.2

 

 

 

-7

%

Average

 

$

1,625.3

 

 

$

1,638.5

 

 

 

-1

%

 

$

1,667.1

 

 

$

1,589.5

 

 

 

5

%

Canada

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

35.2

 

 

$

36.7

 

 

 

-4

%

 

$

35.2

 

 

$

36.7

 

 

 

-4

%

Average

 

$

37.3

 

 

$

35.7

 

 

 

4

%

 

$

37.9

 

 

$

34.2

 

 

 

11

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net new assets for the period ($ billions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

18.9

 

 

$

21.7

 

 

 

-13

%

 

$

37.3

 

 

$

41.0

 

 

 

-9

%

Canada

 

$

0.7

 

 

$

0.7

 

 

 

 

 

$

1.5

 

 

$

1.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial advisors (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

17,910

 

 

 

17,977

 

 

 

 

 

 

17,910

 

 

 

17,977

 

 

 

 

Average

 

 

17,904

 

 

 

18,030

 

 

 

-1

%

 

 

17,926

 

 

 

18,118

 

 

 

-1

%

Canada

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

845

 

 

 

878

 

 

 

-4

%

 

 

845

 

 

 

878

 

 

 

-4

%

Average

 

 

848

 

 

 

883

 

 

 

-4

%

 

 

850

 

 

 

890

 

 

 

-4

%

 

26


PART I. FINANCIAL INFORMATION

 

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

U.S.

Net revenue decreased 1% to $2,921 in the second quarter of 2022 compared to the second quarter of 2021, primarily due to decreases in other revenue and trade revenue. The decrease in other revenue was due to a decline in market levels over the second quarter of 2022, resulting in unrealized losses from the decrease in the value of the mutual fund investment securities held to economically hedge future liabilities for the non-qualified deferred compensation plan. Other revenue also decreased due to unrealized losses on the Partnership's U.S. Treasury investment securities, resulting from rising interest rates. Trade revenue decreased due to a decrease in overall margin earned from a change in product mix and a decrease in client dollars invested in mutual funds. The decrease in net revenue was partially offset by increases in cash solutions revenue within other asset-based fees reflecting rising interest rates in the second quarter of 2022.

Item 2.

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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 25,

 

 

June 26,

 

 

%

 

 

June 25,

 

 

June 26,

 

 

%

 

 

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

2,954

 

 

$

2,261

 

 

 

31

%

 

$

5,733

 

 

$

4,684

 

 

 

22

%

Canada

 

 

80

 

 

 

64

 

 

 

25

%

 

 

154

 

 

 

132

 

 

 

17

%

Total net revenue

 

 

3,034

 

 

 

2,325

 

 

 

30

%

 

 

5,887

 

 

 

4,816

 

 

 

22

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (excluding variable compensation):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

2,039

 

 

 

1,692

 

 

 

21

%

 

 

3,977

 

 

 

3,479

 

 

 

14

%

Canada

 

 

67

 

 

 

55

 

 

 

22

%

 

 

133

 

 

 

118

 

 

 

13

%

Total operating expenses

 

 

2,106

 

 

 

1,747

 

 

 

21

%

 

 

4,110

 

 

 

3,597

 

 

 

14

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-variable income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

915

 

 

 

569

 

 

 

61

%

 

 

1,756

 

 

 

1,205

 

 

 

46

%

Canada

 

 

13

 

 

 

9

 

 

 

44

%

 

 

21

 

 

 

14

 

 

 

50

%

Total pre-variable income

 

 

928

 

 

 

578

 

 

 

61

%

 

 

1,777

 

 

 

1,219

 

 

 

46

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

473

 

 

 

283

 

 

 

67

%

 

 

933

 

 

 

614

 

 

 

52

%

Canada

 

 

12

 

 

 

7

 

 

 

71

%

 

 

21

 

 

 

14

 

 

 

50

%

Total variable compensation

 

 

485

 

 

 

290

 

 

 

67

%

 

 

954

 

 

 

628

 

 

 

52

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before allocations to partners:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

442

 

 

 

286

 

 

 

55

%

 

 

823

 

 

 

591

 

 

 

39

%

Canada

 

 

1

 

 

 

2

 

 

 

-50

%

 

 

 

 

 

 

 

 

 

Total income before allocations to

   partners

 

$

443

 

 

$

288

 

 

 

54

%

 

$

823

 

 

$

591

 

 

 

39

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client assets under care ($ billions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

1,677.2

 

 

$

1,278.9

 

 

 

31

%

 

$

1,677.2

 

 

$

1,278.9

 

 

 

31

%

Average

 

$

1,638.5

 

 

$

1,223.5

 

 

 

34

%

 

$

1,589.5

 

 

$

1,257.0

 

 

 

26

%

Canada

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

36.7

 

 

$

26.6

 

 

 

38

%

 

$

36.7

 

 

$

26.6

 

 

 

38

%

Average

 

$

35.7

 

 

$

25.2

 

 

 

42

%

 

$

34.2

 

 

$

26.2

 

 

 

31

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net new assets for the period ($ billions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

21.7

 

 

$

14.6

 

 

 

49

%

 

$

41.0

 

 

$

32.6

 

 

 

26

%

Canada

 

$

0.7

 

 

$

0.5

 

 

 

40

%

 

$

1.5

 

 

$

1.1

 

 

 

36

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial advisors (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

17,977

 

 

 

18,221

 

 

 

-1

%

 

 

17,977

 

 

 

18,221

 

 

 

-1

%

Average

 

 

18,030

 

 

 

18,202

 

 

 

-1

%

 

 

18,118

 

 

 

18,084

 

 

 

 

Canada

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

878

 

 

 

940

 

 

 

-7

%

 

 

878

 

 

 

940

 

 

 

-7

%

Average

 

 

883

 

 

 

919

 

 

 

-4

%

 

 

890

 

 

 

903

 

 

 

-1

%

27


PART I. FINANCIAL INFORMATION

Item 2.

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

U.S.

Net revenue increased 31%2% to $2,954$5,865 in the first half of 2022 compared to the same period in 2021 primarily due to increases in fee revenue. Asset-based fee revenue increased 8% to $4,816 led by an increase in revenue from advisory programs fees, primarily due to the continued investment of client assets in advisory programs and 22%higher average equity market levels, partially offset by lower average bond market levels. The net revenue increase was partially offset by decreases in other revenue and trade revenue. The decrease in other revenue was due to $5,733a decline in market levels over the first half of 2022, resulting in unrealized losses from the decrease in the value of the economic hedge for future liabilities and the Partnership's U.S. Treasury investment securities, as discussed above. Trade revenue decreased due to a decrease in overall margin earned from a change in product mix and a decrease in client dollars invested in mutual funds.

Operating expenses (excluding variable compensation) increased 6% to $2,166 and 8% to $4,291 in the second quarter and first half of 2021,2022, respectively, compared to the same periodsperiod in 20202021 primarily due to increases in home office and branch compensation, other operating expenses and communications and data processing. Home office and branch compensation increased due to higher wages and healthcare costs, including from an increase in asset-based fee revenue.  Asset-based fee revenuethe number of associates. Other operating expenses increased 39%primarily due to $2,325increases in costs from resuming in-person meetings and 30%events, philanthropy, advertising and other various items. The increase in communications and data processing was due to $4,482intentional investments in technology infrastructure, digital initiatives, virtual enablement tools and test and learn pilot programs. The increase in operating expenses in the second quarter of 2022 was partially offset by a decrease in financial advisor compensation expense, which was the result of decreased future liabilities from the corresponding unrealized losses related to the economic hedge for the non-qualified deferred compensation plan.

Net income before allocations to partners decreased 21% to $349 and 14% to $704 in the second quarter and first half of 2022, respectively, compared to the same periods in 2021.

Canada

Net revenue increased 16% to $93 and 18% to $182 in the second quarter and first half of 2022, respectively, compared to the same periods in 2021, due to increases in revenue from asset-based fees, interest and dividends and other revenue. Asset-based fee revenue increased 8% to $65 and 17% to $131 in the second quarter and first half of 2022, respectively, led by an increase in revenue from advisory programs fees primarily due to higher average market levelsthe cumulative impact of client assets invested in advisory programs. Interest and dividends and other revenue increased due to a rise in interest rates and favorable exchange rates, respectively, in the second quarter and first half of 2021 compared to the same periods in 2020, as well as the cumulative impact of net asset inflows into advisory programs.  2022.

Operating expenses (excluding variable compensation) increased 21% to $2,039 and 14% to $3,97710% in both the second quarter and first half of 2021,2022 to $74 and $146, respectively, compared to the same periods in 20202021 primarily due to an increase in financial advisor compensation. Financial advisor compensation and benefits expense primarilyincreased largely due to an increase in revenues on which commissions are earned.

Canada

Net revenueincome before allocations to partners significantly increased 25% to $80$6 and 17% to $154$12 in the second quarter and first half of 2021,2022, respectively, compared to the same periods in 2020, primarily due to increases in asset-based fee revenue.  Asset-based fee revenue increased 54% to $602021.

27


PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and 37% to $112 in the second quarterAnalysis of Financial Condition and first halfResults of 2021, respectively, led by an increase in revenue from advisory programs fees primarily due to higher average market levels in the second quarter and first half of 2021 compared to the same periods in 2020, as well as the cumulative impact of net asset inflows into advisory programs.Operations, continued

Operating expenses (excluding variable compensation) increased 22% to $67 and 13% to $133 in the second quarter and first half of 2021, respectively, compared to the same periods in 2020 primarily due to an increase in financial advisor compensation and benefits expense. Financial advisor compensation and benefits expense increased primarily due to an increase in revenues on which commissions are earned.

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 earnedestimates approximately 31%26% and 30% of its total revenue was derived from sales and services related to mutual fund and insurance products for each of the three- and six-month periods ended June 24, 2022 and June 25, 2021, and June 26, 2020.respectively. In addition, the Partnership derived 12% of its total revenue for both the three- and six-month periods ended June 24, 2022 and 11% and 12% of its total revenue for the three- and six-month periods ended June 25, 2021, respectively, and 13% and 14% of its total revenue for the three- and six-month periods ended June 26, 2020, respectively, from one mutual fund company. The revenue generated from this company relates to business conducted with the Partnership’s U.S. segment.

Significant reductions in these revenues due to 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.

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.

28


PART I. FINANCIAL INFORMATION

Item 2.

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

As of June 25, 2021, the Partnership had $2,401 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. Additionally, the Partnership had $3,307 in Partnership capital and no debt as of June 25, 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.  Capital

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 half 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 and $5 of Interests under the 2018 Plan in 2020 and the first half of 2021, respectively. The remaining $64 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 atas of June 25, 2021,24, 2022, net of reserve for anticipated withdrawals, was $3,307,$3,481, an increase of $232$246 from December 31, 2020.2021. This increase in Partnership capital subject to mandatory redemption was primarily due to the retention of a portion of general partner earnings ($85)76) and additional capital contributions related to limited partner, subordinated limited partner and general partner interests ($5, $604, $52 and $220,$272, respectively), partially offset by the net increase in Partnership loans outstanding ($54)79) and the redemption of limited partner, subordinated limited partner and general partner interests ($10, $168, $18 and $58,$53, respectively). During the three- and six-month periods ended June 25, 202124, 2022 and June 26, 2020,25, 2021, the Partnership retained 13.8% of income allocated to general partners.

 

28


PART I. FINANCIAL INFORMATION

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

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.

 

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.

29


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.

 

29


PART I. FINANCIAL INFORMATION

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

 

 

As of June 24, 2022

 

 

 

Limited
Partnership
Interests

 

 

Subordinated
Limited
Partnership
Interests

 

 

General
Partnership
Interests

 

 

Total
Partnership
Interests

 

Total Partnership capital(1)

 

$

1,221

 

 

$

615

 

 

$

2,045

 

 

$

3,881

 

Partnership capital owned by partners with
   individual loans

 

$

89

 

 

$

 

 

$

992

 

 

$

1,081

 

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

 

 

7

%

 

 

 

 

 

49

%

 

 

28

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual loans:

 

 

 

 

 

 

 

 

 

 

 

 

Individual bank loans

 

$

16

 

 

$

 

 

$

 

 

$

16

 

Individual Partnership loans

 

 

 

 

 

 

 

 

400

 

 

 

400

 

Total individual loans

 

$

16

 

 

$

 

 

$

400

 

 

$

416

 

Individual loans as a percent of total Partnership capital

 

 

1

%

 

 

 

 

 

20

%

 

 

11

%

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

 

 

18

%

 

 

 

 

 

40

%

 

 

38

%

 

 

As of June 25, 2021

 

 

 

Limited

Partnership

Interests

 

 

Subordinated

Limited

Partnership

Interests

 

 

General

Partnership

Interests

 

 

Total

Partnership

Interests

 

Total Partnership capital(1)

 

$

1,232

 

 

$

583

 

 

$

1,887

 

 

$

3,702

 

Partnership capital owned by partners with

   individual loans

 

$

167

 

 

$

 

 

$

949

 

 

$

1,116

 

Partnership capital owned by partners with individual

   loans as a percent of total Partnership capital

 

 

14

%

 

 

 

 

 

50

%

 

 

30

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual bank loans

 

$

41

 

 

$

 

 

$

 

 

$

41

 

Individual Partnership loans

 

 

 

 

 

 

 

 

395

 

 

 

395

 

Total individual loans

 

$

41

 

 

$

 

 

$

395

 

 

$

436

 

Individual loans as a percent of total Partnership capital

 

 

3

%

 

 

 

 

 

21

%

 

 

12

%

Individual loans as a percent of respective Partnership

   capital owned by partners with loans

 

 

25

%

 

 

 

 

 

42

%

 

 

39

%

(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.


30


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:

 

 

June 25,

 

 

December 31,

 

 

2021

 

 

2020

 

 

June 24, 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 June 25, 2021,24, 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 June 25, 202124, 2022 or December 31, 2020.2021. In addition, the Partnership did not have any draws against these lines of credit during the six-month period ended June 25, 2021,24, 2022, except for periodically testing draw procedures.

 

30


PART I. FINANCIAL INFORMATION

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

Cash Activity

As of June 25, 2021,24, 2022, the Partnership had $1,316$1,258 in cash and cash equivalents and $1,085$1,087 in securities purchased under agreements to resell, which generally have overnight maturities.maturities of less than one week. This totaled to $2,401$2,345 of Partnership liquidity as of June 25, 2021,24, 2022, a 15%30% decrease from $2,839 at$3,364 as of December 31, 2020.2021. The Partnership had $17,791$20,711 and $17,918$20,179 in cash and investments segregated under federal regulations as of June 25, 202124, 2022 and December 31, 2020,2021, respectively, which was not available for general use. TheThe Partnership also held $315$412 and $971$413 in government and agency obligations as of June 25, 202124, 2022 and December 31, 2020,2021, respectively, primarily to help facilitate cash management and maintain firm liquidity. The decrease in the government and agency obligations balance was partly due to the timing of maturities and balances in segregated accounts and was partially reflected in higher firm cash as of June 25, 2021. The decrease in cash and investments segregated under federal regulations was primarily due to a decrease in cash held in clients' accounts, resulting in a corresponding decrease in payables to clients. Changes in cash were also due to timing ofthe 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.


31


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:

 

 

June 25,

 

 

December 31,

 

 

 

 

 

 

2021

 

 

2020

 

 

% Change

 

 

June 24, 2022

 

 

December 31, 2021

 

 

% Change

 

U.S.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net capital

 

$

1,348

 

 

$

1,306

 

 

 

3

%

 

$

1,383

 

 

$

1,421

 

 

 

-3

%

Net capital in excess of the minimum required

 

$

1,285

 

 

$

1,248

 

 

 

3

%

 

$

1,307

 

 

$

1,352

 

 

 

-3

%

Net capital as a percentage of aggregate debit

items

 

 

42.7

%

 

 

45.0

%

 

 

-5

%

 

 

36.5

%

 

 

41.3

%

 

 

-12

%

Net capital after anticipated capital withdrawals,

as a percentage of aggregate debit items

 

 

21.6

%

 

 

23.1

%

 

 

-6

%

 

 

18.5

%

 

 

20.7

%

 

 

-11

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory risk-adjusted capital

 

$

52

 

 

$

56

 

 

 

-7

%

 

$

81

 

 

$

71

 

 

 

14

%

Regulatory risk-adjusted capital in excess of

the minimum required to be held by IIROC

 

$

52

 

 

$

47

 

 

 

11

%

 

$

74

 

 

$

50

 

 

 

48

%

 

U.S. net capital, Canada regulatory risk-adjusted capital and the related capital percentages may fluctuate on a daily basis.

 

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.


3231


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

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.

3332


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 $3.0$3.6 billion and $21.3$23.3 billion for the six-month period ended June 25, 2021.24, 2022. These margin receivables and investments earned interest at an average annual rate of approximately 398393 and 1035 basis points (3.98%(3.93% and 0.10%0.35%), respectively, during the first half 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 or decrease in short-term interest rates could increase or decrease, respectively, its annual net interest income by approximately $118$145 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 $15 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 June 25, 2021.24, 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.

 

3433


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

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

During the quarter ended June 25, 2021 and subsequent to period end, the Partnership issued subordinated limited partnership interests (the “SLP Interests”), which are described in the Partnership Agreement.  The Partnership issued the SLP Interests pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, in a privately negotiated transaction and not pursuant to a public offering or solicitation.  The SLP Interests were issued to general partners of the Partnership in June 2021 and July 2021 for an aggregate price of $0.45 million and $1.1 million, respectively.None.

 

3534


PART II. OTHER INFORMATION

ITEM 6. Exhibits

ITEM 6.

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,February 22, 2022, incorporated by reference from Exhibit 3.2 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K10-Q for the fiscal yearquarterly period ended December 31, 2018.March 25, 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 24, 2022, incorporated by reference from Exhibit 3.3 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended March 25, 2019,2022.

3.4

*

Second Amendment of Twenty-Second Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated April 20, 2022, 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, 2019.25, 2022.

3.5

**

Third Amendment of Twenty-First 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.

3.6

*

Fourth Amendment of Twenty-FirstTwenty-Second Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated May 22, 2019, incorporated by reference from Exhibit 24, 2022.

3.6 to

**

Fourth Amendment of Twenty-Second Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended, dated June 28, 2019.23, 2022.

3.7

**

Fifth Amendment of Twenty-FirstTwenty-Second 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, 2019.21, 2022.

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.

36


PART II. OTHER INFORMATION

Item 6.        Exhibits, continued

Exhibit Number31.1

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, incorporated by reference from Exhibit 3.24 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended March 26, 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, incorporated by reference from Exhibit 3.25 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended March 26, 2021.

3.26

**

Twenty-fourth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated May 27, 2021.

37


PART II. OTHER INFORMATION

Item 6.        Exhibits, continued

Exhibit Number

Description

3.27

**

Twenty-fifth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated June 15, 2021.

3.28

**

Twenty-sixth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated July 19, 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.

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

*

Incorporated by reference to previously filed exhibits.

**

Filed herewith.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.

 


35


 

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)

 

 

August 6, 20215, 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)

 

August 6, 20215, 2022

Penny Pennington

 

 

 

 

 

/s/ Kevin D. BastienAndrew T. Miedler

 

Chief Financial Officer

(Principal Financial and

Accounting Officer)

 

August 6, 20215, 2022

Kevin D. BastienAndrew T. Miedler

 

 

36

39