FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ( ) TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter ended September 30, 2001 ------------------ Commission File Number 000-30455 --------- SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L.P. ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 13-4015586 ---------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) c/o Smith Barney Futures Management LLC 388 Greenwich St. - 7th Fl. New York, New York 10013 ----------------------------------------------------------------- (Address and Zip Code of principal executive offices) (212) 723-5424 ---------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- --- SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L.P. FORM 10-Q INDEX Page Number PART I - Financial Information: Item 1. Financial Statements: Statement of Financial Condition at September 30, 2001 and December 31, 2000 (unaudited). 3 Statement of Income and Expenses and Partners' Capital for the three and nine months ended September 30, 2001 and 2000 (unaudited). 4 Notes to Financial Statements (unaudited) 5 - 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 - 11 Item 3. Quantitative and Qualitative Disclosures of Market Risk 12 - 13 PART II - Other Information 14 2 PART I ITEM 1. FINANCIAL STATEMENTS SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L.P. STATEMENT OF FINANCIAL CONDITION (UNAUDITED) SEPTEMBER 30, DECEMBER 31, 2001 2000 ---------- ----------- ASSETS: Equity in commodity futures trading account: Cash $52,997,507 $57,456,373 Net unrealized appreciation on open positions 2,671,426 4,014,095 ----------- ----------- 55,668,933 61,470,468 Interest receivable 106,464 235,412 ----------- ----------- $55,775,397 $61,705,880 =========== =========== LIABILITIES AND PARTNERS' CAPITAL: Liabilities: Accrued expenses: Commissions $ 247,551 $ 282,116 Management fees 91,172 104,534 Incentive fees 346,983 596,159 Other 64,690 59,769 Due to SSB -- 65,004 Redemptions payable 390,576 567,779 ----------- ----------- 1,140,972 1,675,361 ----------- ----------- Partners' Capital: General Partner, 1,067.4488 Unit equivalents outstanding in 2001 and 2000 1,125,358 1,078,678 Limited Partners, 50,755.4998 and 58,338.0480 Units of Limited Partnership Interest outstanding in 2001 and 2000, respectively 53,509,067 58,951,841 ----------- ----------- 54,634,425 60,030,519 ----------- ----------- $55,775,397 $61,705,880 =========== =========== See Notes to Financial Statements. 3 SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L.P. STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------------------- ----------- ------------ 2001 2000 2001 2000 ------------ ----------- ----------- ------------ Income: Net gains (losses) on trading of commodity interests: Realized gains (losses) on closed positions $ 2,984,034 $ 1,058,031 $ 6,000,252 $ (479,827) Change in unrealized gains (losses) on open positions 1,740,941 (1,391,459) (1,342,669) (3,977,789) ------------ ------------ ------------ ------------ 4,724,975 (333,428) 4,657,583 (4,457,616) Less, brokerage commissions including clearing fees of $31,929, $19,630, $76,344 and $79,585, respectively (814,607) (850,347) (2,474,909) (3,170,776) ------------ ------------ ------------ ------------ Net realized and unrealized gains (losses) 3,910,368 (1,183,775) 2,182,674 (7,628,392) Interest income 352,998 700,581 1,360,509 2,387,645 ------------ ------------ ------------ ------------ 4,263,366 (483,194) 3,543,183 (5,240,747) ------------ ------------ ------------ ------------ Expenses: Management fees 274,456 292,098 854,202 1,083,298 Other expenses 23,932 13,948 57,110 76,110 Incentive fees 346,983 -- 346,983 (62,088) ------------ ------------ ------------ ------------ 645,371 306,046 1,258,295 1,097,320 ------------ ------------ ------------ ------------ Net income (loss) 3,617,995 (789,240) 2,284,888 (6,338,067) Additions - Limited Partners -- -- -- 5,931,000 - General Partner -- -- -- 120,000 Redemptions - Limited Partners (1,862,273) (5,327,275) (7,680,982) (32,123,356) ------------ ------------ ------------ ------------ Net increase (decrease) in Partners' capital 1,755,722 (6,116,515) (5,396,094) (32,410,423) Partners' capital, beginning of period 52,878,703 60,794,600 60,030,519 87,088,508 ------------ ------------ ------------ ------------ Partners' capital, end of period $ 54,634,425 $ 54,678,085 $ 54,634,425 $ 54,678,085 ------------ ------------ ------------ ------------ Net asset value per Unit (51,822.9486 and 62,165.0097 Units outstanding at September 30, 2001 and 2000, respectively) $ 1,054.25 $ 879.56 $ 1,054.25 $ 879.56 ------------ ------------ ------------ ------------ Net income (loss) per Unit of Limited Partnership Interest and General Partner Unit equivalent $ 68.59 $ (12.31) $ 43.73 $ (78.76) ------------ ------------ ------------ ------------ Redemption net asset value per Unit $ 1,054.25 $ 881.63 $ 1,054.25 $ 881.63 ------------ ------------ ------------ ------------ See Notes to Financial Statements 4 Salomon Smith Barney Global Diversified Futures Fund L.P. Notes to Financial Statements September 30, 2001 (Unaudited) 1. General: Salomon Smith Barney Global Diversified Futures Fund L.P. (the "Partnership") is a limited partnership organized under the laws of the State of New York, on June 15, 1998 to engage in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options and forward contracts. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk. The Partnership commenced trading operations on February 2, 1999. Between November 25, 1998 (commencement of the offering period) and February 1, 1999, 33,379 Units of limited partnership interest and 337 Unit equivalents representing the general partner's contribution were sold at $1,000 per unit. The proceeds of the offering were held in an escrow account until February 2, 1999, at which time they were turned over to the Partnership for trading. The public offering of Units terminated on November 25, 2000. Smith Barney Futures Management LLC acts as the general partner (the "General Partner") of the Partnership. The Partnership's commodity broker is Salomon Smith Barney Inc. ("SSB"). SSB is an affiliate of the General Partner. The General Partner is wholly owned by Salomon Smith Barney Holdings Inc. ("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of Citigroup Inc. As of September 30, 2001, all trading decisions are made for the Partnership by Aspect Capital Management Ltd. ("Aspect"), Campbell & Company, Inc., ("Campbell"), Eckhardt Trading Company ("Eckhardt") and Rabar Market Research, Inc. ("Rabar") (collectively, the "Advisors"). The accompanying financial statements are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership's financial condition at September 30, 2001 and December 31, 2000 and the results of its operations for the three and nine months ended September 30, 2001 and 2000. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership's annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2000. Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year. 5 Salomon Smith Barney Global Diversified Futures Fund L.P. Notes to Financial Statements September 30, 2001 (Unaudited) (Continued) 2. Financial Highlights: Changes in net asset value per Unit for the three and nine months ended September 30, 2001 and 2000 were as follows: THREE-MONTHS ENDED NINE-MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------ ------------------------- 2001 2000 2001 2000 --------- ---------- --------- -------- Net realized and unrealized gains(losses) $ 74.17 $ (18.50) $ 42.51 $ (95.95) Interest income 6.66 11.04 24.09 31.65 Expenses (12.24) (4.85) (22.87) (14.46) --------- --------- --------- ------- Increase(decrease) for period 68.59 (12.31) 43.73 (78.76) Net Asset Value per Unit, beginning of period 985.66 891.87 1,010.52 950.95 Redemption/subscription value per Unit versus net asset per Unit -- -- -- 7.37 --------- --------- --------- ------- Net Asset Value per Unit, end of period $ 1,054.25 $ 879.56 $ 1,054.25 $ 879.56 ========= ========= ========= ======= Redemption/subscription net asset value per Unit * $ 1,054.25 $ 881.63 $ 1,054.25 $ 881.63 ========= ========= ========= ======= Total Return 7.0% 4.3% Ratio of expenses, including brokerage commissions, to average net assets ** 10.8% 8.8% Ratio of net income to average net assets ** 26.9% 5.4% For the purpose of a redemption/subscription, any remaining deferred liability for reimbursement of offering and organization expenses will not reduce redemption/subscription net asset value per unit. (see note 3) ** Annualized 6 Salomon Smith Barney Global Diversified Futures Fund L.P. Notes to Financial Statements September 30, 2001 (Unaudited) (Continued) 3. Offering and Organization Costs: Offering and organization expenses of approximately $700,000 relating to the issuance and marketing of the partnership's Units offered were initially paid by SSB. These costs have been recorded as due to SSB in the statement of financial condition. These costs are being reimbursed to SSB by the Partnership in 24 equal monthly installments (together with interest at the prime rate quoted by J.P. Morgan Chase & Co.). For the nine months ended September 30, 2001, $40,661 of these costs have been reimbursed to SSB, by the Partnership. In addition, the Partnership has recorded interest expense of $161, for the nine months ended September 30, 2001 which is included in other expenses. 4. Trading Activities: The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Partnership's trading activity are shown in the statement of income and expenses and partners' capital. The Customer Agreement between the Partnership and SSB gives the Partnership the legal right to net unrealized gains and losses. 7 Salomon Smith Barney Global Diversified Futures Fund L.P. Notes to Financial Statements September 30, 2001 (Unaudited) (Continued) All of the commodity interests owned by the Partnership are held for trading purposes. The average fair value during the nine and twelve months ended September 30, 2001 and December 31, 2000, respectively, based on a monthly calculation, were $2,127,538 and $2,261,410, respectively. The fair value of these commodity interests, including options thereon, if applicable, at September 30, 2001 and December 31, 2000, was $2,671,426 and $4,014,095, respectively, as detailed below. Fair Value --------------------------- September 30, December 31, 2001 2000 ---------- ------------ Currency: - Exchange Traded Contracts $ 126,510 $ 402,730 - OTC Contracts 894,832 (58,165) Energy 60,235 231,736 Grains 39,629 12,073 Interest Rates U.S. 598,318 1,818,863 Interest Rates Non-U.S 679,362 1,883,836 Livestock 31,093 (13,400) Metals: - Exchange Traded Contracts 128,960 (2,645) - OTC Contracts 107,020 (389,611) Softs 126,800 24,344 Indices (121,333) 104,334 ----------- ----------- Total $ 2,671,426 $ 4,014,095 =========== =========== 5. Financial Instrument Risk The Partnership is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments, in the normal course of its business. These financial instruments may include forwards, futures and options, whose value is based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter ("OTC"). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and 8 Salomon Smith Barney Global Diversified Futures Fund L.P. Notes to Financial Statements September 30, 2001 (Unaudited) (Continued) include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract. Market risk is the potential for changes in the value of the financial instruments traded by the Partnership due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk with respect to exchange traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Partnership's risk of loss in the event of counterparty default is typically limited to the amounts recognized as unrealized appreciation (depreciation) in the statement of financial condition and not represented by the contract or notional amounts of the instruments. The Partnership has concentration risk because the sole counterparty or broker with respect to the Partnership's assets is SSB. The General Partner monitors and controls the Partnership's risk exposure on a daily basis through financial, credit and risk management monitoring systems and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership is subject. These monitoring systems allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions. The notional or contractual amounts of these instruments, while not recorded in the financial statements, reflect the extent of the Partnership's involvement in these instruments. The majority of these instruments mature within one year of September 30, 2001. However, due to the nature of the Partnership's business, these instruments may not be held to maturity. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Liquidity and Capital Resources The Partnership does not engage in the sale of goods or services. Its only assets are its equity in its commodity futures trading account, consisting of cash, net unrealized appreciation (depreciation) on open futures and forward contracts, commodity options, if applicable, and interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership. While substantial losses could lead to a decrease in liquidity, no such losses occurred during the third quarter of 2001. The Partnership's capital consists of the capital contributions of the partners as increased or decreased by gains or losses on commodity futures trading, expenses, interest income, additions and redemptions of Units and distributions of profits, if any. For the nine months ended September 30, 2001, Partnership capital decreased 9.0% from $60,030,519 to $54,634,425. This decrease was attributable to the redemption of 7,582.5482 Units resulting in an outflow of $7,680,982 which was partially offset by the net income from operations of $2,284,888 for the nine months ended September 30, 2001. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent months. Results of Operations During the Partnership's third quarter of 2001, the net asset value per unit increased 7.0% from $985.66 to $1,054.25 as compared to a decrease of 1.4% in the third quarter of 2000. The Partnership experienced a net trading gain before brokerage commissions and related fees in the period ended September 30, 2001 of $4,724,975. Gains were primarily attributable to the trading of commodity futures in U.S. and non-U.S. interest rates, metals and indices and were partially offset by losses in currencies, energy, grains, softs and livestock. The Partnership experienced a net trading loss before commissions and related fees in the third quarter of 2000 of $333,428. Losses were primarily attributable to the trading of commodity futures in grains, non-U.S. interest rates, metals, softs and indices and were partially offset by gains in currencies, U.S. interest rates, energy and livestock. 10 Commodity futures markets are highly volatile. Broad price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increase the possibility of profit. The profitability of the Partnership depends on the existence of major price trends and the ability of the Advisors to identify correctly those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Partnership expects to increase capital through operations. Interest income on 80% of the Partnership's daily equity maintained in cash was earned on the monthly average 30-day U.S. Treasury bill yield. Interest income for the three and nine months ended September 30, 2001 decreased by $347,583 and $1,027,136, respectively, as compared to the corresponding periods in 2000. The decrease in interest income is primarily due to the effect of redemptions on the Partnership's equity maintained in cash and a decrease in interest rates during the three month period ended September 30, 2001. Brokerage commissions are calculated on the adjusted net asset value on the last day of each month and, therefore, vary according to trading performance and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Commissions and fees for the three and nine months ended September 30, 2001 decreased by $35,740 and $695,867, respectively, as compared to the corresponding periods in 2000. Management fees are calculated as a percentage of the Partnership's net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions. Management fees for the three and nine months ended September 30, 2001 decreased by $17,642 and $229,096 respectively, as compared to the corresponding periods in 2000. Incentive fees paid annually by the Partnership are based on the net trading profits of the Partnership as defined in the Limited Partnership Agreement. Trading performance for the three and nine months ended September 30, 2001 resulted in an incentive fee accrual of $346,983. Trading performance for the nine months ended September 30, 2000 resulted in a reversal of the incentive fee accrued of $62,088. 11 Item 3. Quantitative and Qualitative Disclosures of Market Risk Introduction The Partnership is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or substantially all of the Partnership's assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership's main line of business. Market movements result in frequent changes in the fair value of the Partnership's open positions and, consequently, in its earnings and cash flow. The Partnership's market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the value of financial instruments and contracts, the diversification effects of the Partnership's open positions and the liquidity of the markets in which it trades. The Partnership rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership's past performance is not necessarily indicative of its future results. Value at Risk is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership's speculative trading and the recurrence in the markets traded by the Partnership of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership's experience to date (i.e., "risk of ruin"). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Partnership's losses in any market sector will be limited to Value at Risk or by the Partnership's attempts to manage its market risk. Exchange maintenance margin requirements have been used by the Partnership as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day intervals. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk. 12 The following table indicates the trading Value at Risk associated with the Partnership's open positions by market category as of September 30, 2001. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below. As of September 30, 2001, the Partnership's total capitalization was approximately $54,634,425. There has been no material change in the trading Value at Risk information previously disclosed in the Form 10-K for the year ended December 31, 2000. September 30, 2001 (Unaudited) Year to Date % of Total High Low Market Sector Value at Risk Capitalization Value at Risk Value at Risk - --------------------------------------------------------------------------------------- Currencies: - Exchange Traded Contracts $ 183,272 0.34% $ 704,245 $ 113,783 - OTC Contracts 1,328,384 2.43% 4,656,072 537,456 Energy 210,500 0.39% 950,800 64,940 Grains 82,675 0.15% 274,215 13,000 Interest Rates U.S. 349,000 0.64% 1,278,438 145,808 Interest Rates Non-U.S 931,236 1.70% 2,545,790 698,093 Livestock 22,630 0.04% 50,440 2,320 Metals: - -- Exchange Traded Contracts 107,800 0.20% 248,000 66,000 - -- OTC Contracts 245,025 0.45% 328,375 68,100 Softs 129,950 0.24% 177,000 22,600 Indices 482,806 0.88% 1,065,066 273,095 ---------- ---------- Total $4,073,278 7.46% ========== ========== 13 PART II OTHER INFORMATION Item 1. Legal Proceedings - None Item 2. Changes in Securities and Use of Proceeds - None Item 3. Defaults Upon Senior Securities - None Item 4. Submission of Matters to a Vote of Security Holders - None Item 5. Other Information - None Item 6. (a) Exhibits - None (b) Reports on Form 8-K - None 14 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L.P. By: Smith Barney Futures Management LLC (General Partner) By: /s/ David J. Vogel, President ------------------------------- David J. Vogel, President Date: 11/8/01 --------- 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 and in the capacities and on the dates indicated. By: Smith Barney Futures Management LLC (General Partner) By: /s/ David J. Vogel, President ------------------------------- David J. Vogel, President Date: 11/8/01 --------- By: /s/ Daniel R. McAuliffe, Jr. ------------------------------------- Daniel R. McAuliffe, Jr. Chief Financial Officer and Director Date: 11/8/01 15