What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2020-10-22 compared with 2020-07-23 · 64 added, 37 removed, 216 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except unit amounts)

September 30,

2020 December 31,

Investment in AB $ 1,496,263 $ 1,554,203

Other assets 121 61

Total assets $ 1,496,384 $ 1,554,264

LIABILITIES AND PARTNERS’ CAPITAL

7 unchanged sentences

96,074,568 and 98,092,098 limited partnership units issued and outstanding

1,556,501 1,619,200

AB Holding Units held by AB to fund long-term incentive compensation plans ( 22,691 ) ( 27,436 )

6 unchanged sentences

(in thousands, except per unit amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Equity in net income attributable to AB Unitholders $ 73,874 $ 66,722 $ 206,989 $ 178,383

Income taxes 6,875 6,894 20,805 19,842

Net income $ 66,999 $ 59,828 $ 186,184 $ 158,541

Net income per unit:

Basic $ 0.70 $ 0.62 $ 1.95 $ 1.65

Diluted $ 0.70 $ 0.62 $ 1.95 $ 1.65

See Accompanying Notes to Condensed Financial Statements.

2 unchanged sentences

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Net income $ 66,999 $ 59,828 $ 186,184 $ 158,541

Other comprehensive income:

Foreign currency translation adjustments, before tax 5,872 ( 4,470 ) 718 ( 4,303 )

Income tax benefit (expense)

Income tax benefit 38 77 116 24

Foreign currency translation adjustments, net of tax 5,910 ( 4,393 ) 834 ( 4,279 )

1 unchanged sentence

Amortization of prior service cost 3 3 10 8

Recognized actuarial gain (loss)

Recognized actuarial gain 149 174 613 374

Changes in employee benefit related items 152 177 623 382

7 unchanged sentences

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

General Partner’s Capital

Balance, beginning of period $ 1,374 $ 1,375 $ 1,402 $ 1,385

Net income 71 63 192 166

Cash distributions to Unitholders ( 61 ) ( 56 ) ( 210 ) ( 169 )

2 unchanged sentences

Balance, beginning of period 1,556,813 1,542,918 1,619,200 1,555,892

Net income 66,928 59,765 185,992 158,375

Cash distributions to Unitholders ( 58,877 ) ( 53,971 ) ( 204,258 ) ( 162,026 )

17 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

Net income $ 186,184 $ 158,541

Adjustments to reconcile net income to net cash provided by operating activities:

3 unchanged sentences

(Increase) in other assets ( 60 ) ( 61 )

(Decrease) in other liabilities

(Decrease) increase in other liabilities ( 1,334 ) 93

Net cash provided by operating activities 203,603 162,665

1 unchanged sentence

Investments in AB with proceeds from exercise of compensatory options to buy AB Holding Units

( 147 ) ( 9,642 )

Net cash used in investing activities ( 147 ) ( 9,642 )

10 unchanged sentences

Notes to Condensed Financial Statements

June 30, 2020

September 30, 2020

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

31 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 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”).

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

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

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

EQH and its subsidiaries 63.8 %

AB Holding 35.5

Unaffiliated holders 0.7

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 .

Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 65.3 % economic interest in AB as of September 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 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 .

On October 22, 2020, the General Partner declared a distribution of $ 0.69 per unit, representing a distribution of Available Cash Flow for the three months ended September 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 November 12, 2020 to holders of record at the close of business on November 2, 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 and six months ended June 30, 2020 and 2019 consisted of the following:

Three Months Ended June 30,

Six Months Ended June 30,

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

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

(in millions)

Total amount of AB Holding Units Purchased (1)

0.3 0.9 2.5 2.9

Total Cash Paid for AB Holding Units Purchased (1)

$ 6.8 $ 25.1 $ 54.4 $ 83.7

Open Market Purchases of AB Holding Units Purchased (2)

0.2 0.6 2.4 2.5

Total Cash Paid for Open Market Purchases of AB Holding Units (2)

$ 6.7 $ 15.3 $ 51.8 $ 70.6

(1) Purchased on a trade date basis.

2 unchanged sentences

A plan of this type allows a company to repurchase its shares at times when it otherwise might be prevented from doing so because of self-imposed trading blackout periods or because it possesses material non-public information.

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.

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.

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.

The plan adopted during the third quarter of 2020 expired at the close of business on October 21, 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 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.

During the first nine months of 2020 and 2019, AB granted to employees and Eligible Directors 0.5 million and 1.9 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 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.

During the first nine 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 $ 9.6 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 June 30,

Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

(in thousands, except per unit amounts)

7 unchanged sentences

Diluted net income per unit $ 0.70 $ 0.62 $ 1.95 $ 1.65

Three Months Ended June 30,

Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

(amounts as shown)

1 unchanged sentence

Investment in AB

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

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

Investment in AB as of December 31, 2019 $ 1,554,203

Equity in net income attributable to AB Unitholders 206,989

Changes in accumulated other comprehensive (loss) income

Changes in accumulated other comprehensive income 1,426

Cash distributions received from AB ( 225,802 )

Additional investments with proceeds from exercise of compensatory options to buy AB Holding Units 147

Capital contributions (from) to AB

Capital contributions (from) AB ( 865 )

AB Holding Units retired ( 54,823 )

1 unchanged sentence

Change in AB Holding Units held by AB for long-term incentive compensation plans 4,745

Investment in AB as of June 30, 2020

Investment in AB as of September 30, 2020 $ 1,496,263

Units Outstanding

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

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

Outstanding as of December 31, 2019 98,192,098

Options exercised 5,182

Units issued 422,703

Units retired ( 2,445,415 )

Outstanding as of June 30, 2020

Outstanding as of September 30, 2020 96,174,568

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 June 30,

Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2020 2019 % Change 2020 2019 % Change

(in thousands)

6 unchanged sentences

weighted average equity ownership interest for calculating tax

30.0 % 29.4 % 30.2 % 29.5 %

Multiplied by:

federal tax 3.5 % 3.5 % 3.5 % 3.5 %

Federal income taxes 6,738 6,759 20,432 19,459

18 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