What changed in this filing

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Item 1. Financial Statements

2020-07-23 compared with 2020-04-28 · 38 added, 33 removed, 215 unchanged (25% of the section changed)

21 unchanged sentences

(in thousands, except per unit amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Equity in net income attributable to AB Unitholders

4 unchanged sentences

(in thousands)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive income:

4 unchanged sentences

Amortization of prior service cost

Recognized actuarial gain

Recognized actuarial gain (loss)

Changes in employee benefit related items

1 unchanged sentence

Employee benefit related items, net of tax

Other comprehensive (loss) income

Other comprehensive income (loss)

Comprehensive income

3 unchanged sentences

(in thousands)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

General Partner’s Capital

23 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

20 unchanged sentences

Notes to Condensed Financial Statements

March 31, 2020

June 30, 2020

The words “we” and “our” refer collectively to AllianceBernstein Holding L.P.

7 unchanged sentences

The condensed financial statements and notes of AB Holding should be read in conjunction with the condensed consolidated financial statements and notes of AB included as an exhibit to this quarterly report on Form 10-Q and with AB Holding’s and AB’s audited financial statements included in AB Holding’s Form 10-K for the year ended December 31, 2019 .

AB provides research, diversified investment management and related services globally to a broad range of clients.

AB provides diversified investment management, research and related services globally to a broad range of clients.

Its principal services include:

Institutional Services – servicing its institutional clients, including private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and affiliates such as Equitable Holdings, Inc.

("EQH") and its respective subsidiaries, by means of separately-managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles.

("EQH") and its subsidiaries, by means of separately-managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles.

Retail Services – servicing its retail clients, primarily by means of retail mutual funds sponsored by AB or an affiliated company, sub-advisory relationships with mutual funds sponsored by third parties, separately-managed account programs sponsored by financial intermediaries worldwide and other investment vehicles.

18 unchanged sentences

Since then, AXA has completed additional offerings and taken other steps, most recently during the fourth quarter of 2019.

As a result, AXA owned less than 10 % of the outstanding common stock of EQH as of March 31, 2020 .

As of March 31, 2020 , EQH owned approximately 4.1 % of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“AB Holding Units”).

As a result, AXA owned less than 10 % of the outstanding common stock of EQH as of June 30, 2020 .

As of June 30, 2020 , EQH owned approximately 4.2 % of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“AB Holding Units”).

AllianceBernstein Corporation (an indirect wholly-owned subsidiary of EQH, “General Partner”) is the general partner of both AB Holding and AB.

AllianceBernstein Corporation owns 100,000 general partnership units in AB Holding and a 1 % general partnership interest in AB.

As of March 31, 2020 , the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:

As of June 30, 2020 , the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:

EQH and its subsidiaries

Unaffiliated holders

Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 64.9 % economic interest in AB as of March 31, 2020 .

Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 65.2 % economic interest in AB as of June 30, 2020 .

Basis of Presentation

11 unchanged sentences

Available Cash Flow is defined as the cash distributions AB Holding receives from AB minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB Holding for use in its business (such as the payment of taxes) or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow.

On April 28, 2020 , the General Partner declared a distribution of $ 0.64 per unit, representing a distribution of Available Cash Flow for the three months ended March 31, 2020 .

Each general partnership unit in AB Holding is entitled to receive distributions

equal to those received by each AB Holding Unit.

The distribution is payable on May 28, 2020 to holders of record at the close of business on May 11, 2020 .

On July 23, 2020 , the General Partner declared a distribution of $ 0.61 per unit, representing a distribution of Available Cash Flow for the three months ended June 30, 2020 .

Each general partnership unit in AB Holding is entitled to receive distributions equal to those received by each AB Holding Unit.

The distribution is payable on August 20, 2020 to holders of record at the close of business on August 3, 2020 .

Long-term Incentive Compensation Plans

3 unchanged sentences

AB Holding Units held in the consolidated rabbi trust are corporate assets in the name of the trust and are available to the general creditors of AB.

Repurchases of AB Holding Units for the three months ended March 31, 2020 and 2019 consisted of the following:

Three Months Ended

Repurchases of AB Holding Units for the three and six months ended June 30, 2020 and 2019 consisted of the following:

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

4 unchanged sentences

(1) Purchased on a trade date basis.

(2) The remainder related to purchases of AB Holding Units from employees to all them to fulfill statutory tax withholding requirements at the time of delivery of long-term incentive compensation awards.

(2) The remainder related to purchases of AB Holding Units from employees to fulfill statutory tax withholding requirements at the time of delivery of long-term incentive compensation awards.

Each quarter, AB considers whether to implement a plan to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

1 unchanged sentence

Each broker selected by AB has the authority under the terms and limitations specified in the plan to repurchase AB Holding Units on AB’s behalf in accordance with the terms and limitations specified in the plan.

Repurchases are subject to regulations promulgated by the U.S.

Securities and Exchange Commission ("SEC") as well as certain price, market volume and timing constraints specified in the plan.

The plan adopted during the first quarter of 2020 expired at the close of business on April 27, 2020.

Repurchases are subject to regulations promulgated by the SEC as well as certain price, market volume and timing constraints specified in the plan.

The plan adopted during the second quarter of 2020 expired at the close of business on July 22, 2020.

AB may adopt additional plans in the future to engage in open-market purchases of AB Holding Units to help fund anticipated obligations under its incentive compensation award program and for other corporate purposes.

During the first three months of both 2020 and 2019 , AB granted to employees and Eligible Directors 0.1 million restricted AB Holding Unit awards.

During the first six months of 2020 and 2019 , AB granted to employees and Eligible Directors 0.2 million and 1.7 million restricted AB Holding Unit awards, respectively.

AB used AB Holding Units repurchased during the applicable period and newly-issued AB Holding Units to fund these restricted AB Holding Unit awards.

During the first three months of 2020 and 2019 , AB Holding issued 5,182 and 0.3 million AB Holding Units, respectively, upon exercise of options to buy AB Holding Units.

During the first six months of 2020 and 2019 , AB Holding issued 5,182 and 0.4 million AB Holding Units, respectively, upon exercise of options to buy AB Holding Units.

AB Holding used the proceeds of $ 0.1 million and $ 9.0 million , respectively, received from award recipients as payment in cash for the exercise price to purchase the equivalent number of newly-issued AB Units.

2 unchanged sentences

Diluted net income per unit is derived by adjusting net income for the assumed dilutive effect of compensatory options (“Net income – diluted”) and dividing by the diluted weighted average number of units outstanding for each period.

Three Months Ended

Three Months Ended June 30,

Six Months Ended

(in thousands, except per unit amounts)

7 unchanged sentences

Diluted net income per unit

Three Months Ended

Three Months Ended June 30,

Six Months Ended

(amounts as shown)

1 unchanged sentence

Investment in AB

Changes in AB Holding’s investment in AB during the three -month period ended March 31, 2020 are as follows (in thousands):

Changes in AB Holding’s investment in AB during the six -month period ended June 30, 2020 are as follows (in thousands):

Investment in AB as of December 31, 2019

7 unchanged sentences

Change in AB Holding Units held by AB for long-term incentive compensation plans

Investment in AB as of March 31, 2020

Investment in AB as of June 30, 2020

Units Outstanding

Changes in AB Holding Units outstanding during the three -month period ended March 31, 2020 are as follows:

Changes in AB Holding Units outstanding during the six -month period ended June 30, 2020 are as follows:

Outstanding as of December 31, 2019

1 unchanged sentence

Units retired

Outstanding as of March 31, 2020

Outstanding as of June 30, 2020

AB Holding is a “grandfathered” publicly-traded partnership (“PTP”) for federal tax purposes and, accordingly, is not subject to federal or state corporate income taxes.

4 unchanged sentences

AB Holding Units in AB’s consolidated rabbi trust are not considered outstanding for purposes of calculating AB Holding’s ownership interest in AB.

Three Months Ended

Three Months Ended June 30,

Six Months Ended

(in thousands)

17 unchanged sentences

If we determine the likelihood of a negative outcome is probable and the amount of the loss can be reasonably estimated, we record an estimated loss for the expected outcome of the litigation.

If the likelihood of a negative outcome is reasonably possible and we are able to determine an estimate of the possible loss or range of loss in excess of amounts already accrued, if any, we disclose that fact together with the estimate of the possible loss or range of loss.

If the likelihood of a negative outcome is reasonably possible and we can determine an estimate of the possible loss or range of loss in excess of amounts already accrued, if any, we disclose that fact together with the estimate of the possible loss or range of loss.

However, it is often difficult to predict the outcome or estimate a possible loss or range of loss because litigation is subject to inherent uncertainties, particularly when plaintiffs allege substantial or indeterminate damages.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements