What changed in this filing

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Item 1. Financial Statements

2021-04-29 compared with 2020-10-22 · 38 added, 58 removed, 222 unchanged (30% of the section changed)

3 unchanged sentences

(in thousands, except unit amounts)

September 30,

2021 December 31,

20 unchanged sentences

(in thousands, except per unit amounts)

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

2020 2019 2020 2019

Three Months Ended March 31,

Equity in net income attributable to AB Unitholders $ 88,907 $ 69,914

8 unchanged sentences

(in thousands)

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

2020 2019 2020 2019

Three Months Ended March 31,

Net income $ 81,087 $ 62,259

Other comprehensive income:

Other comprehensive (loss) income:

Foreign currency translation adjustments, before tax ( 2,732 ) ( 7,627 )

Income tax benefit 38 77 116 24

Income tax (expense) benefit ( 30 ) 6

Foreign currency translation adjustments, net of tax ( 2,762 ) ( 7,621 )

1 unchanged sentence

Amortization of prior service cost ( 2 ) 3

Recognized actuarial gain 149 174 613 374

Recognized actuarial (loss) gain ( 274 ) 169

Changes in employee benefit related items ( 276 ) 172

Income tax (expense) benefit ( 1 ) 90 ( 31 ) 102

Income tax benefit (expense) 2 ( 28 )

Employee benefit related items, net of tax ( 274 ) 144

Other comprehensive income (loss) 6,061 ( 4,126 ) 1,426 ( 3,795 )

Other comprehensive (loss) ( 3,036 ) ( 7,477 )

Comprehensive income $ 78,051 $ 54,782

3 unchanged sentences

(in thousands)

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

2020 2019 2020 2019

Three Months Ended March 31,

General Partner’s Capital

25 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended March 31,

Cash flows from operating activities:

4 unchanged sentences

Changes in assets and liabilities:

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

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

Decrease in other assets 92 —

Increase (decrease) in other liabilities 5,778 ( 901 )

Net cash provided by operating activities 104,141 83,006

5 unchanged sentences

Cash distributions to Unitholders ( 98,045 ) ( 83,705 )

Capital contributions from (to) AB 865 ( 470 )

Capital contributions (to) from AB ( 6,096 ) 699

Proceeds from exercise of compensatory options to buy AB Holding Units 1,914 147

6 unchanged sentences

Notes to Condensed Financial Statements

September 30, 2020

March 31, 2021

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

3 unchanged sentences

Where the context requires distinguishing between AB Holding and AB, we identify which of them is being discussed.

These statements should be read in conjunction with the audited consolidated financial statements included in the Form 10-K for the year ended December 31, 2020.

Business Description, Organization and Basis of Presentation

12 unchanged sentences

AB’s research disciplines include economic, fundamental equity, fixed income and quantitative research.

In addition, AB has experts focused on multi-asset strategies, wealth management and alternative investments.

In addition, AB has expertise in multi-asset strategies, wealth management, environmental, social and corporate governance ("ESG"), and alternative investments.

AB provides a broad range of investment services with expertise in:

1 unchanged sentence

• Actively-managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies;

• Passive management, including index and enhanced index strategies;

• Alternative investments, including hedge funds, fund of funds, direct lending and private equity;

• Multi-asset solutions and services, including dynamic asset allocation, customized target-date funds and target-risk funds;

AB’s services span various investment disciplines, including market capitalization ( e.g.

, large-, mid- and small-cap equities), term ( e.g.

, long-, intermediate- and short-duration debt securities), and geographic location ( e.g.

, U.S., international, global, emerging markets, regional and local), in major markets around the world.

During the second quarter of 2018, AXA S.A.

("AXA") completed the sale of a minority stake in EQH through an initial public offering ("IPO").

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 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”).

• Some passive management, including index and enhanced index strategies.

As of March 31, 2021, EQH owned approximately 4.0 % 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 September 30, 2020, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:

As of March 31, 2021, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:

EQH and its subsidiaries 62.8 %

1 unchanged sentence

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 65.3 % economic interest in AB as of September 30, 2020.

Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 64.3 % economic interest in AB as of March 31, 2021.

Basis of Presentation

4 unchanged sentences

Actual results could differ from those estimates.

The condensed statement of financial condition as of December 31, 2019 was derived from audited financial statements, but it does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”).

The condensed statement of financial condition as of December 31, 2020 was derived from audited financial statements.

Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under principles generally accepted in the United States of America ("GAAP") and the rules of the Securities and Exchange Commission.

AB Holding records its investment in AB using the equity method of accounting.

4 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 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.

On April 29, 2021, the General Partner declared a distribution of $ 0.81 per unit, representing a distribution of Available Cash Flow for the three months ended March 31, 2021.

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 27, 2021 to holders of record at the close of business on May 10, 2021.

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 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

Repurchases of AB Holding Units for the three months ended March 31, 2021 and 2020 consisted of the following:

Three Months Ended March 31,

(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)

1 unchanged sentence

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 unchanged sentences

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 third quarter of 2020 expired at the close of business on October 21, 2020.

The plan adopted during the first quarter of 2021 expired at the close of business on April 28, 2021.

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 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.

During the first three months of 2021 and 2020, AB awarded to employees and Eligible Directors 3.4 million and 0.1 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 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.

During the first three months of 2021 and 2020, AB Holding issued 0.1 million and 5,182 AB Holding Units, respectively, upon exercise of options to buy AB Holding Units.

AB Holding used the proceeds of $ 1.9 million and $ 0.1 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 September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

Three Months Ended

(in thousands, except per unit amounts)

7 unchanged sentences

Diluted net income per unit $ 0.81 $ 0.63

Three Months Ended September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

Three Months Ended

(amounts as shown)

1 unchanged sentence

Investment in AB

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

Changes in AB Holding’s investment in AB during the three-month period ended March 31, 2021 are as follows (in thousands):

Investment in AB as of December 31, 2020 $ 1,605,941

3 unchanged sentences

Additional investments with proceeds from exercise of compensatory options to buy AB Holding Units 1,914

Capital contributions (from) AB ( 865 )

Capital contributions to AB 6,096

AB Holding Units retired ( 29,847 )

1 unchanged sentence

Change in AB Holding Units held by AB for long-term incentive compensation plans ( 31,802 )

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

Investment in AB as of March 31, 2021 $ 1,632,943

Units Outstanding

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

Changes in AB Holding Units outstanding during the three-month period ended March 31, 2021 are as follows:

Outstanding as of December 31, 2020 98,322,942

2 unchanged sentences

Units retired ( 759,753 )

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

Outstanding as of March 31, 2021 100,489,849

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 September 30, Nine Months Ended

September 30,

2020 2019 % Change 2020 2019 % Change

Three Months Ended

2021 2020 % Change

(in thousands)

29 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