UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 28, 2001 Commission file number 0-16633 THE JONES FINANCIAL COMPANIES, L.L.L.P. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MISSOURI 43-1450818 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 12555 Manchester Road St. Louis, Missouri 63131 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 515-2000 ------------------ 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 ----- ----- As of the filing date, there are no voting securities held by non-affiliates of the Registrant. THE JONES FINANCIAL COMPANIES, L.L.L.P. INDEX Page Number Part I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Financial Condition.................................3 Consolidated Statements of Income .............................................5 Consolidated Statements of Cash Flows..........................................6 Consolidated Statements of Changes in Partnership Capital......................7 Notes to Consolidated Financial Statements.....................................8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................10 Item 3. Quantitative and Qualitative Disclosures About Market Risk.....................15 Part II. OTHER INFORMATION Item 1. Legal Proceedings..............................................................16 Item 6. Exhibits and Reports on Form 8-K ..............................................16 Signatures.....................................................................17 2 Part I. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION ASSETS (Unaudited) September 28, December 31, (Amounts in thousands) 2001 2000 - -------------------------------------------------------------------------------------------------- Cash and cash equivalents $ 165,022 $ 176,356 Receivable from: Customers 1,849,684 2,008,469 Brokers, dealers and clearing organizations 60,199 80,626 Mortgages and loans 99,644 98,946 Securities owned, at market value: Inventory securities 126,283 118,260 Investment securities 189,604 203,741 Equipment, property and improvements 281,795 248,290 Other assets 248,353 235,697 ------------ ------------ Total assets $ 3,020,584 $ 3,170,385 ============ ============ The accompanying notes are an integral part of these financial statements. 3 Part I. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION LIABILITIES AND PARTNERSHIP CAPITAL (Unaudited) September 28, December 31, (Amounts in thousands) 2001 2000 - ------------------------------------------------------------------------------------------------------- Bank loans $ 285,768 $ 218,314 Securities sold under agreements to repurchase - 24,969 Securities loaned 134,812 140,596 Payable to: Customers 1,229,750 1,382,088 Brokers, dealers and clearing organizations 34,168 22,268 Depositors 100,689 87,550 Securities sold, not yet purchased, at market value 13,596 18,064 Accounts payable and accrued expenses 143,553 126,119 Accrued compensation and employee benefits 192,187 232,993 Long-term debt 22,658 29,618 ------------ ------------ 2,157,181 2,282,579 ------------ ------------ Liabilities subordinated to claims of general creditors 205,600 232,325 ------------ ------------ Partnership capital 634,016 603,090 Partnership capital reserved for anticipated withdrawals 23,787 52,391 ------------ ------------ Total partnership capital 657,803 655,481 ------------ ------------ Total liabilities and partnership capital $ 3,020,584 $ 3,170,385 ============ ============ The accompanying notes are an integral part of these financial statements 4 Part I. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Nine Months Ended (Amounts in thousands, September 28, September 29, September 28, September 29, except per unit information) 2001 2000 2001 2000 - -------------------------------------------------------------------------------------------------------------- Net revenue: Commissions $ 302,744 $ 336,311 $ 947,392 $ 1,088,077 Principal transactions 94,946 64,917 256,489 202,299 Investment banking 6,167 4,071 15,814 20,624 Interest and dividends 43,368 58,416 139,538 163,641 Other 81,242 68,149 237,083 202,034 ------------ ------------ ------------ ------------ Total revenue 528,467 531,864 1,596,316 1,676,675 Interest expense 16,472 22,828 51,991 63,548 ------------ ------------ ------------ ------------ Net revenue 511,995 509,036 1,544,325 1,613,127 ------------ ------------ ------------ ------------ Operating expenses: Compensation and benefits 299,964 293,888 893,619 947,144 Communications and data processing 59,377 51,994 168,441 157,285 Occupancy and equipment 53,812 47,959 155,307 133,962 Payroll and other taxes 17,044 14,467 61,224 52,625 Floor brokerage and clearance fees 3,181 4,341 10,885 13,624 Other operating expenses 44,679 45,796 142,421 126,131 ------------ ------------ ------------ ------------ Total operating expenses 478,057 458,445 1,431,897 1,430,771 ------------ ------------ ------------ ------------ Net income $ 33,938 $ 50,591 $ 112,428 $ 182,356 ============ ============ ============ ============ Net income allocated to: Limited partners $ 5,200 $ 7,308 $ 17,349 $ 22,528 Subordinated limited partners 3,380 4,549 11,364 17,070 General partners 25,358 38,734 83,715 142,758 ------------ ------------ ------------ ------------ $ 33,938 $ 50,591 $ 112,428 $ 182,356 ============ ============ ============ ============ Net income per weighted average $1,000 equivalent partnership unit outstanding: Limited partners $ 22.04 $ 39.61 $ 73.02 $ 142.19 ============ ============ ============ ============ Subordinated limited partners $ 40.79 $ 70.20 $ 138.26 $ 273.93 ============ ============ ============ ============ Weighted average $1,000 equivalent partnership units outstanding: Limited partners 235,935 162,922 237,592 150,314 ============ ============ ============ ============ Subordinated limited partners 82,855 62,948 82,188 61,656 ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements. 5 Part I. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 28, September 29, (Amounts in thousands) 2001 2000 - -------------------------------------------------------------------------------------------------------------- Cash Flows Provided by Operating Activities: Net income $ 112,428 $ 182,356 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 53,710 49,030 Changes in assets and liabilities: Securities purchased under agreements to resell - 75,000 Securities sold under agreement to repurchase (24,969) (164,911) Net receivable from customers 6,447 (526,330) Net receivable from brokers, dealers and clearing organizations 32,327 1,178 Receivable from mortgages and loans (698) (20,398) Securities owned, net 1,646 (5,361) Other assets (12,656) (46,778) Bank loans 67,454 412,781 Securities loaned (5,784) 95,126 Payables to depositors 13,139 5,536 Accounts payable and other accrued expenses (23,372) 67,846 ------------ ------------ Net cash provided by operating activities 219,672 125,075 ------------ ------------ Cash Flows Used in Investing Activities: Net purchase of equipment, property and improvements (87,215) (69,716) ------------ ------------ Net cash used in investing activities (87,215) (69,716) ------------ ------------ Cash Flows Used in Financing Activities: Repayment of long-term debt (6,960) (3,654) Repayment of subordinated debt (26,725) (26,725) Issuance of partnership interests 12,450 114,014 Redemption of partnership interests (4,630) (3,219) Withdrawals and distributions from partnership capital (117,926) (151,005) ------------ ------------ Net cash used in financing activities (143,791) (70,589) ------------ ------------ Net decrease in cash and cash equivalents (11,334) (15,230) Cash and Cash Equivalents, beginning of period 176,356 142,545 ------------ ------------ Cash and Cash Equivalents, end of period $ 165,022 $ 127,315 ============ ============ Cash paid for interest $ 54,107 $ 65,085 ============ ============ The accompanying notes are an integral part of these financial statements. 6 Part I. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL NINE MONTHS ENDED SEPTEMBER 28, 2001 AND SEPTEMBER 29, 2000 (Unaudited) Subordinated Limited limited General partnership partnership partnership (Amounts in thousands) capital capital capital Total - ---------------------------------------------------------------------------------------------------------------- Balance, December 31, 1999 $ 149,009 $ 52,463 $ 243,665 $ 445,137 Net income 22,528 17,070 142,758 182,356 Issuance of partnership interests 95,572 18,442 - 114,014 Redemption of partnership interests (2,719) (500) - (3,219) Withdrawals and distributions (1,220) (15,283) (88,105) (104,608) Reserved for anticipated withdrawals (21,308) (1,787) (15,252) (38,347) ------------ ------------ ------------ ------------ Balance, September 29, 2000 $ 241,862 $ 70,405 $ 283,066 $ 595,333 ============ ============ ============ ============ Balance, December 31, 2000 $ 240,144 $ 70,405 $ 292,541 $ 603,090 Net income 17,349 11,364 83,715 112,428 Issuance of partnership interests - 12,450 - 12,450 Redemption of partnership interests (4,630) - - (4,630) Withdrawals and distributions (1,306) (10,688) (53,541) (65,535) Reserved for anticipated withdrawals (16,043) (676) (7,068) (23,787) ------------ ------------ ------------ ------------ Balance, September 28, 2001 $ 235,514 $ 82,855 $ 315,647 $ 634,016 ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements. 7 Part I. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 (the "Partnership"). All material intercompany balances and transactions have been eliminated. Investments in nonconsolidated companies which are at least 20% owned are accounted for using the equity method. The Partnership's principal operating subsidiary, Edward D. Jones & Co., L.P. ("EDJ"), is engaged in business as a registered broker/dealer primarily serving individual investors. The Partnership derives its revenues from the sale of listed and unlisted securities and insurance products, investment banking and principal transactions and is a distributor of mutual fund shares. The Partnership conducts business throughout the United States, Canada and the United Kingdom with its customers, various brokers, dealers, clearing organizations, depositories and banks. The financial statements have been prepared using the accrual basis of accounting which requires the use of certain estimates by management in determining the Partnership's assets, liabilities, revenues and expenses. The financial information included herein is unaudited. However, in the opinion of management, such information includes all adjustments, consisting solely of normal recurring accruals, which are necessary for a fair presentation of the results of interim operations. The results of operations for the nine months ended September 28, 2001 and September 29, 2000 are not necessarily indicative of the results to be expected for the full year. NET CAPITAL REQUIREMENTS As a result of its activities as a broker/dealer, EDJ is subject to the Net Capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934 and the capital rules of the New York Stock Exchange. Under the alternative method permitted by the rules, EDJ must maintain minimum Net Capital, as defined, equal to the greater of $250,000 or 2% of aggregate debit items arising from customer 8 Part I. FINANCIAL INFORMATION Item 1. Financial Statements transactions. The Net Capital rule also provides that partnership capital may not be withdrawn if resulting Net Capital would be less than 5% of aggregate debit items. Additionally, certain withdrawals require the consent of the SEC to the extent they exceed defined levels even though such withdrawals would not cause Net Capital to be less than 5% of aggregate debit items. At September 28, 2001, EDJ's Net Capital of $339.3 million was 19% of aggregate debit items and its Net Capital in excess of the minimum required was $303.4 million. Net Capital as a percentage of aggregate debits after anticipated withdrawals was 19%. Net Capital and the related capital percentage may fluctuate on a daily basis. The firm has other operating subsidiaries, including Boone National Savings and Loan Association, F.A. (the "Association") and broker/dealer subsidiaries in Canada and the United Kingdom. These wholly owned subsidiaries are required to maintain specified levels of liquidity and capital standards. Each subsidiary is in compliance with the applicable regulations as of September 28, 2001. 9 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion And Anaylsis Of Financial Condition And Results Of Operations THE JONES FINANCIAL COMPANIES, L.L.L.P. MANAGEMENT'S FINANCIAL DISCUSSION QUARTER AND NINE MONTHS ENDED SEPTEMBER 28, 2001, VERSUS QUARTER AND NINE MONTHS ENDED SEPTEMBER 29, 2000 RESULTS OF OPERATIONS For the third quarter of 2001, compared to the third quarter of 2000, total revenue decreased 1% ($3.4 million) to $528.5 million and net income decreased 33% ($16.7 million) to $33.9 million. For the nine months ended September 28, 2001, total revenue decreased 5% ($80.4 million) to $1.6 billion, and net income decreased 38% ($69.9 million) to $112.4 million. The decrease in revenue and net income is due primarily to the impact of market conditions which resulted in lower customer activity, lower customer asset values, and lower net interest income. The partnership segments its revenues between trade revenue (revenue from buy or sell transactions on securities) and fee revenue (sources other than trade revenues). Trade revenue comprised 63% and 62% of total revenue for the third quarters of 2001 and 2000, respectively, and 63% and 65% for the first nine months of 2001 and 2000, respectively. Fee revenue sources, such as service fees, management fees, IRA fees and interest income, represented the remaining 37% and 38% for the third quarters of 2001 and 2000, respectively, and 37% and 35% for the first nine months of 2001 and 2000, respectively. Trade revenue decreased $1.0 million during the third quarter and 8% ($88.4 million) during the first nine months of 2001. Trade revenue decreased primarily due to a decrease in customer dollars invested. Total customer dollars invested were $12.1 billion and $37.7 billion during the third quarter and first nine months of 2001, respectively, representing a 14% ($1.9 billion) and 22% ($10.8 billion) decrease from the comparable prior year periods. The impact of lower customer activity was partially offset by an increase in the margin earned on each $1,000 invested, to $26.00 in the first nine months of 2001 from $22.10 in the first nine months of 2000. Year over year, the composition of the product mix has shifted from individual equities and CDs, which have lower margins, to higher margin mutual funds, fixed income and insurance products. The number of investment representatives ("IRs") selling increased by 1,232 (17%) from 7,045 as of September 2000 to 8,277 as of September 2001. 10 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion And Anaylsis Of Financial Condition And Results Of Operations Fee revenue sources, which include service fees, revenue sharing agreements with mutual funds and insurance companies, interest income, IRA custodial fees and other fees, decreased 1% ($2.4 million) for the quarter and increased 1% ($8.0 million) for the nine months ended September 28, 2001. Service fees decreased 2% ($1.4 million) for the quarter and 2% ($3.6 million) year to date as the underlying assets have been negatively impacted by market conditions. Interest income decreased 26% ($15.0 million) for the third quarter and 15% ($24.1 million) year to date due to the impact of rate reductions in the current year and to a decrease in customer loans outstanding. Customer loans were $2.1 billion at September 27, 2000 compared to $1.8 billion at September 28, 2001. Other fee revenue sources increased 21% ($14.1 million) for the quarter and 18% ($35.7 million) for the nine month period due primarily to growth in revenue from money market fees, subtransfer agent services and IRA fees. Focusing on changes in major revenue categories, commissions revenue, including service fees, decreased 10% ($33.6 million) during the third quarter and 13% ($140.7 million) during the first nine months of 2001. Listed and over-the-counter (OTC) agency commissions decreased 31% ($30.0 million) for the quarter and 35% ($118.2 million) for the first nine months, accounting for 89% and 84%, respectively, of the total decrease in commissions revenue. Mutual fund commissions decreased 3% ($5.9 million) for the quarter and 3% ($17.1 million) for the first nine months, accounting for 18% and 12%, respectively, of the total decrease in commissions revenue. Principal transactions revenue increased 51% ($32.0 million) during the third quarter and 28% ($56.1 million) during the first nine months of 2001. The increase is primarily attributable to an increase in corporate, US government and municipal bonds, and mortgage-backed securities, offset by a decrease in CD sales. Other revenue, comprised of various fee revenue sources, increased 19% ($13.1 million) for the quarter and 17% ($35.0 million) for the first nine months of 2001. Revenue received from money market and subtransfer agent services increased 16% ($8.5 million) for the quarter and 16% ($24.8 million) for the first nine months. Additionally, the number of IRA accounts increased, resulting in custodial fee revenue growth of 32% ($2.1 million) for the quarter and 26% ($6.0 million) for the first nine months. Interest expense decreased 28% ($6.4 million) during the quarter and 18% ($11.6 million) for the nine months ended September 28, 2001, due to a decrease in bank loans outstanding and lower interest rates. The decrease in bank loans outstanding is a result of the decrease in customer loans outstanding, as discussed above. 11 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion And Anaylsis Of Financial Condition And Results Of Operations Operating expenses increased 4.3% ($19.6 million) to $478.1 million during the quarter, and increased 0.1% ($1.1 million) to $1.4 billion for the nine months ended September 28, 2001. Within operating expenses, compensation costs increased 2% ($6.1 million) for the quarter and decreased 6% ($53.5 million) for the nine month period. Sales compensation decreased 5% ($25.5 million) for the nine months ended September 28, 2001 as trade revenue and service fees decreased 7% ($92.0 million) on a year to date basis. Variable compensation, including bonuses and profit sharing paid to investment representatives ("IRs"), branch office assistants and headquarters associates, which expands and contracts in relation to revenues, net income and profit margin, decreased 46% ($17.9 million) for the quarter and 55% ($89.6 million) year to date due to the lower revenue and earning levels. Offsetting these decreases in compensation expense was an increase in payroll expense for existing personnel and additional support personnel at both the headquarters and in the branches due to growth in the sales force. On a full time equivalent basis, the firm had 3,732 headquarters associates and 8,503 branch staff as of September 28, 2001, compared to 3,435 headquarters associates and 7,371 branch staff as of September 29, 2000. The Partnership added 1,232 IRs since September 29, 2000, ending the third quarter with 8,277 IRs in the United States, Canada and the United Kingdom. Occupancy and equipment expenses increased 12% ($5.9 million) for the quarter and 16% ($21.3 million) year to date. Communications and data processing expenses increased 14% ($7.4 million) and 7% ($11.1 million) for the quarter and nine months ended September 28, 2001. The increases are due to the Partnership continuing to expand its headquarters and branch locations to enable it to continue to increase its number of IRs, locations and customers. LIQUIDITY AND CAPITAL RESOURCES The Partnership's equity capital at September 28, 2001, excluding the reserve for anticipated withdrawals, was $634.0 million, compared to $603.1 million at December 31, 2000. Equity capital has increased primarily due to retention of General Partner earnings ($23.1 million) and to an increase in Subordinated Limited Partner capital ($12.5 million), offset by redemption of Limited Partner interests ($4.6 million). At September 28, 2001, the Partnership had $165 million in cash and cash equivalents. Lines of credit are in place aggregating $1.145 billion ($1.095 billion of which is through uncommitted lines of credit). Actual borrowing availability is based on securities owned and customers' margin securities which serve as collateral for the loans. 12 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion And Anaylsis Of Financial Condition And Results Of Operations A substantial portion of the Partnerships' assets are primarily liquid, consisting mainly of cash and assets readily convertible into cash. These assets are financed primarily by customer credit balances, equity capital, bank lines of credit and other payables. The Partnership has $189.6 million in U.S. agency and treasury securities (Investment Securities) which can be sold to meet liquidity needs. The Partnership believes that the liquidity provided by existing cash balances, borrowing arrangements, and investment securities will be sufficient to meet the Partnership capital and liquidity requirements. The Partnership's growth in recent years has been financed through sales of limited partnership interests to its employees, retention of earnings, private placements of subordinated debt and operating leases under which the firm rents furniture, fixtures, computers and communication equipment. For the nine months ended September 28, 2001, cash and cash equivalents decreased $11.3 million. Cash provided by operating activities was $219.7 million. Sources include net income ($112.4 million), increased bank loans ($67.5 million), and a decrease in net receivable from brokers, dealers and clearing organizations ($32.3 million). These sources were partially offset by a decrease in securities sold under agreement to repurchase ($24.9 million) and an increase in accounts payable and accrued expenses ($23.4 million). Cash used in investing activities consisted of $87.2 million in capital expenditures primarily attributable to the firm's expansion of its headquarters and branch facilities due to growth in the sales force, and to investment in information technology hardware and software. Cash used in financing activities was $143.8 million, primarily for partnership withdrawals ($117.9 million) and repayment of subordinated debt ($26.7 million) partially offset by issuance of Subordinated Limited Partner interests ($12.5 million). As a result of its activities as a broker/dealer, EDJ, the Partnership's principal subsidiary, is subject to the Net Capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934 and the capital rules of the New York Stock Exchange. Under the alternative method permitted by the rules, EDJ must maintain minimum Net Capital, as defined, equal to the greater of $250 or 2% of aggregate debit items arising from customer transactions. The Net Capital Rule also provides that partnership capital may not be withdrawn if resulting Net Capital would be less than 5% of aggregate debit items. Additionally, certain withdrawals require the consent of the SEC to the extent they exceed defined levels even though such withdrawals would not cause Net Capital to be less than 5% of aggregate debit items. At September 28, 2001, EDJ's Net Capital of $339.3 million was 19% of aggregate debit items and its Net Capital in excess of the minimum required was $303.4 million. Net Capital as a percentage of aggregate debits after anticipated withdrawals was 19%. Net capital and the related capital percentage may fluctuate on a daily basis. 13 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion And Anaylsis Of Financial Condition And Results Of Operations There were no material changes in the Partnership's overall financial condition during the nine months ended September 28, 2001, compared with the nine months ended September 29, 2000. The Partnership's consolidated statement of financial condition is comprised primarily of cash and assets readily convertible into cash. Securities inventories are carried at market value and are readily marketable. Customer margin accounts are collateralized by marketable securities. Other customer receivables and receivables and payables with other broker/dealers normally settle on a current basis. Liabilities, including amounts payable to customers, checks and accounts payable and accrued expenses are sources of funds to the Partnership. These liabilities, to the extent not utilized to finance assets, are available to meet liquidity needs and provide funds for short-term investments, which favorably impacts profitability. THE EFFECTS OF INFLATION The Partnership's net assets are primarily monetary, consisting of cash, securities inventories 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. FORWARD-LOOKING STATEMENTS The Management's Financial Discussion contains forward-looking statements within the meaning of federal securities laws. Actual results are subject to risks and uncertainties, including both those specific to the Partnership and those specific to the industry which could cause results to differ materially from those contemplated. The risks and uncertainties include, but are not limited to, general economic conditions, actions of competitors, regulatory actions, changes in legislation and technology changes. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The Partnership does not undertake any obligation to publicly update any forward-looking statements. 14 Part I. FINANCIAL INFORMATION Item 3. Quantitative and Qualitative Disclosures About Market Risk The SEC issued market risk disclosure requirements to enhance disclosures of accounting policies for derivatives and other financial instruments and to provide quantitative and qualitative disclosures about market risk inherent in derivatives and other financial instruments. Various levels of management within the Partnership manage the firm's risk exposure. Position limits in trading and 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. There were no significant changes in the Partnership's exposure to interest rate risk during the quarter ended September 28, 2001. 15 Part II. OTHER INFORMATION THE JONES FINANCIAL COMPANIES, L.L.L.P. Item 1. Legal Proceedings There have been no material changes in the legal proceedings previously reported. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K None 16 Part II. OTHER INFORMATION 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. (Registrant) Dated: November 9, 2001 /s/ Steven Novik ------------------------- Steven Novik Chief Financial Officer 17