What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2022-02-11 compared with 2021-02-11 · 269 added, 319 removed, 1718 unchanged (25% of the section changed)

28 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

2021 Annual Report 61

Critical Audit Matters

20 unchanged sentences

/s/ PricewaterhouseCoopers LLP

New York, New York

Nashville, Tennessee

February 11, 2022

We have served as the Company’s auditor since 2006.

AllianceBernstein

AllianceBernstein Holding L.P.

Statements of Financial Condition

Years Ended December 31

(in thousands,

18 unchanged sentences

See Accompanying Notes to Financial Statements.

2021 Annual Report 63

AllianceBernstein Holding L.P.

10 unchanged sentences

See Accompanying Notes to Financial Statements.

AllianceBernstein

AllianceBernstein Holding L.P.

4 unchanged sentences

Net income $ 385,843 $ 279,380 $ 238,563

Other comprehensive income (loss):

Other comprehensive (loss) income:

Foreign currency translation adjustments, before reclassification and tax ( 2,894 ) 8,579 1,900

reclassification adjustment for (losses) included in net income upon liquidation ( 77 ) — ( 36 )

reclassification adjustment for gains (losses) included in net income upon liquidation 1,613 ( 77 ) —

Foreign currency translation adjustments, before tax ( 4,507 ) 8,656 1,900

Income tax (expense) benefit ( 310 ) ( 161 ) 217

Income tax benefit (expense) 147 ( 310 ) ( 161 )

Foreign currency translation adjustments, net of tax ( 4,360 ) 8,346 1,739

1 unchanged sentence

Amortization of prior service cost 7 8 6

Recognized actuarial (loss) gain ( 1,557 ) ( 3,011 ) 541

Recognized actuarial gain (loss) 5,566 ( 1,557 ) ( 3,011 )

Changes in employee benefit related items 5,573 ( 1,549 ) ( 3,005 )

1 unchanged sentence

Employee benefit related items, net of tax 5,553 ( 1,616 ) ( 2,906 )

Other — — 133

Other comprehensive income (loss) 1,193 6,730 ( 1,167 )

1 unchanged sentence

See Accompanying Notes to Financial Statements.

2021 Annual Report 65

AllianceBernstein Holding L.P.

7 unchanged sentences

Cash distributions to Unitholders ( 358 ) ( 280 ) ( 232 )

Impact of adoption of revenue recognition standard ASC 606 — — 12

Balance, end of year 1,439 1,410 1,402

6 unchanged sentences

Exercise of compensatory options to buy AB Holding Units 3,402 147 11,511

Impact of adoption of revenue recognition standard ASC 606 — — 12,536

Other — — ( 133 )

Balance, end of year 1,696,199 1,656,816 1,619,200

7 unchanged sentences

Changes in employee benefit related items, net of tax 5,553 ( 1,616 ) ( 2,906 )

Other — — 133

Balance, end of year ( 32,705 ) ( 33,898 ) ( 40,628 )

1 unchanged sentence

See Accompanying Notes to Financial Statements.

AllianceBernstein

AllianceBernstein Holding L.P.

9 unchanged sentences

Changes in assets and liabilities:

(Increase) in other assets ( 31 ) ( 61 ) —

Increase (decrease) in other liabilities 150 1,082 ( 510 )

Decrease (increase) in other assets 92 ( 31 ) ( 61 )

Increase in other liabilities 264 150 1,082

Net cash provided by operating activities 355,109 270,014 222,755

15 unchanged sentences

See Accompanying Notes to Financial Statements.

2021 Annual Report 67

AllianceBernstein Holding L.P.

25 unchanged sentences

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

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 December 31, 2020.

As of December 31, 2021, EQH owns approximately 4.0 % of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“ AB Holding Units ”).

1 unchanged sentence

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

AllianceBernstein

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

25 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.

2021 Annual Report 69

Repurchases of AB Holding Units for the years ended December 31, 2021 and 2020 consisted of the following:

14 unchanged sentences

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

The plan adopted during the fourth quarter of 2020 expired at the close of business on February 10, 2021.

We did not adopt a plan during the fourth quarter of 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.

1 unchanged sentence

During 2020, AB granted to employees and Eligible Directors 5.7 million restricted AB Holding Units (including 5.0 million granted in December for 2020 year-end awards).

AB used AB Holding Units repurchased during the periods and newly-issued AB Holding Units to fund theses awards.

During 2020 and 2019, AB Holding issued 5,182 and 0.5 million AB Holding Units, respectively, upon exercise of options to buy AB Holding Units.

AB used AB Holding Units repurchased during the periods and newly-issued AB Holding Units to fund these awards.

During 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 $ 3.4 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.

Subsequent Events

We have evaluated subsequent events through the date that these financial statements were filed with the Securities and Exchange Commission and did not identify any subsequent events that would have required disclosure in these financial statements.

AllianceBernstein

Net Income Per Unit

20 unchanged sentences

Equity in net income attributable to AB Unitholders 416,326 308,404

Changes in accumulated other comprehensive income (loss) 6,730 ( 1,167 )

Changes in accumulated other comprehensive income 1,193 6,730

Cash distributions received from AB ( 385,236 ) ( 298,919 )

Additional investments with proceeds from exercises of compensatory options to buy AB Holding Units 3,402 147

Capital contributions (from) to AB ( 867 ) 270

Capital contributions (from) AB ( 2,346 ) ( 867 )

AB Holding Units retired ( 143,460 ) ( 78,388 )

2 unchanged sentences

Investment in AB as of December 31, $ 1,623,764 $ 1,605,941

2021 Annual Report 71

Units Outstanding

5 unchanged sentences

Outstanding as of December 31, 99,271,727 98,322,942

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.

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

However, AB Holding is subject to the 4.0 % New York City unincorporated business tax (“ UBT ”), net of credits for UBT paid by AB, and to a 3.5 % federal tax on partnership gross income from the active conduct of a trade or business.

27 unchanged sentences

Total income taxes $ 30,483 $ 29,024 $ 27,729 5.0 4.7

In order to preserve AB Holding’s status as a “grandfathered” PTP for federal income tax purposes, management ensures that AB Holding does not directly or indirectly (through AB) enter into a substantial new line of business.

If AB Holding were to lose its status as a “grandfathered” PTP, it would be subject to corporate income tax, which would reduce materially AB Holding’s net income and its quarterly distributions to AB Holding Unitholders.

We recognize the effects of a tax position in the financial statements only if, as of the reporting date, it is “more likely than not” to be sustained based solely on its technical merits.

AllianceBernstein

In order to preserve AB Holding’s status as a PTP for federal income tax purposes, management ensures that AB Holding does not directly or indirectly (through AB) enter into a substantial new line of business.

If AB Holding were to lose its status as a PTP, it would be subject to corporate income tax, which would reduce materially AB Holding’s net income and its quarterly distributions to AB Holding Unitholders.

We recognize the effects of a tax position in the financial statements only if, as of the reporting date, it is “more likely than not” to be sustained based on its technical merits and their applicability to the facts and circumstances of the tax position.

In making this assessment, we assume that the taxing authority will examine the tax position and have full knowledge of all relevant information.

16 unchanged sentences

management cannot determine whether further developments relating to any individual matter that is pending or threatened, or all of them combined, will have a material adverse effect on our results of operations, financial condition or liquidity in any future reporting period.

Quarterly Financial Data (Unaudited)

Quarters Ended 2020

December 31 September 30 June 30 March 31

(in thousands, except per unit amounts)

Equity in net income attributable to AB Unitholders $ 101,415 $ 73,874 $ 63,201 $ 69,914

Net income $ 93,196 $ 66,999 $ 56,926 $ 62,259

Basic net income per unit (1)

$ 0.97 $ 0.70 $ 0.59 $ 0.63

Diluted net income per unit (1)

$ 0.97 $ 0.70 $ 0.59 $ 0.63

Cash distributions per unit (2)(3)

$ 0.97 $ 0.69 $ 0.61 $ 0.64

Quarters Ended 2019

December 31 September 30 June 30 March 31

(in thousands, except per unit amounts)

Equity in net income attributable to AB Unitholders $ 87,909 $ 66,722 $ 59,023 $ 52,638

Net income $ 80,022 $ 59,828 $ 52,274 $ 46,439

Basic net income per unit (1)

$ 0.84 $ 0.62 $ 0.54 $ 0.49

Diluted net income per unit (1)

$ 0.84 $ 0.62 $ 0.54 $ 0.49

Cash distributions per unit (2)(3)

$ 0.85 $ 0.63 $ 0.56 $ 0.49

________________________

(1) Basic and diluted net income per unit are computed independently for each of the periods presented.

Accordingly, the sum of the quarterly net income per unit amounts may not agree to the total for the year.

(2) Declared and paid during the following quarter.

(3) Cash distributions reflect the impact of AB’s non-GAAP adjustments.

R eport of Independent Registered Public Accounting Firm

2021 Annual Report 73

Report of Independent Registered Public Accounting Firm

To the General Partner and Unitholders of AllianceBernstein L.P.

25 unchanged sentences

AllianceBernstein

Critical Audit Matters

15 unchanged sentences

/s/PricewaterhouseCooper LLP

New York, New York

Nashville, Tennessee

February 11, 2022

We have served as the Company’s auditor since 2006.

2021 Annual Report 75

AllianceBernstein L.P.

1 unchanged sentence

Consolidated Statements of Financial Condition

Years Ended December 31

(in thousands,

20 unchanged sentences

Total assets $ 10,510,088 $ 9,697,840

AllianceBernstein

Years Ended December 31

(in thousands,

except unit amounts)

LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND CAPITAL

20 unchanged sentences

See Accompanying Notes to Consolidated Financial Statements.

2021 Annual Report 77

AllianceBernstein L.P.

28 unchanged sentences

Net income 1,153,734 861,783 781,683

Net (loss) income of consolidated entities attributable to non-controlling interests (4,169) 29,641 21,910

Net income (loss) of consolidated entities attributable to non-controlling interests 5,111 (4,169) 29,641

Net income attributable to AB Unitholders $ 1,148,623 $ 865,952 $ 752,042

3 unchanged sentences

See Accompanying Notes to Consolidated Financial Statements.

AllianceBernstein

AllianceBernstein L.P.

8 unchanged sentences

(7,839) 23,882 5,986

reclassification adjustment for losses included in net income upon liquidation (216) — (100)

reclassification adjustment for gains (losses) included in net income upon liquidation 4,458 (216) —

Foreign currency translation adjustments, before tax (12,297) 24,098 5,986

Income tax (expense) benefit (854) (383) 620

Income tax benefit (expense) 457 (854) (383)

Foreign currency translation adjustments, net of tax (11,840) 23,244 5,603

1 unchanged sentence

Amortization of prior service cost 24 24 24

Recognized actuarial (loss) gain (4,280) (7,891) 1,586

Recognized actuarial gain (loss) 15,743 (4,280) (7,891)

Changes in employee benefit related items 15,767 (4,256) (7,867)

Income tax benefit (expense) (187) 274 (139)

Income tax (expense) benefit (59) (187) 274

Employee benefit related items, net of tax 15,708 (4,443) (7,593)

Other — — 374

Other comprehensive gain (loss) 3,868 18,801 (1,990)

Comprehensive (loss) income in consolidated entities attributable to non-controlling interests (4,169) 29,788 21,864

Comprehensive income (loss) in consolidated entities attributable to non-controlling interests 5,111 (4,169) 29,788

Comprehensive income attributable to AB Unitholders $ 1,152,491 $ 884,753 $ 749,905

See Accompanying Notes to Consolidated Financial Statements.

2021 Annual Report 79

AllianceBernstein L.P.

9 unchanged sentences

Long-term incentive compensation plans activity 117 (23) 149

Issuance (retirement) of AB Units, net 290 357 (256)

Impact of adoption of revenue recognition standard ASC 606 — — 349

Other — — (3)

Issuance of AB Units, net 76 290 357

Balance, end of year 42,850 41,776 41,225

4 unchanged sentences

Long-term incentive compensation plans activity 11,586 (2,147) 14,741

Issuance (retirement) of AB Units, net 28,642 35,259 (25,486)

Impact of adoption of revenue recognition standard ASC 606 — — 34,601

Issuance of AB Units, net 7,290 28,642 35,259

Other — — 844

2 unchanged sentences

Balance, beginning of year (8,316) (9,011) (11,430)

Capital contributions from General Partner — — 19

Compensation plan accrual — — 352

Long-term incentive compensation awards expense 941 802 1,125

4 unchanged sentences

Purchases of AB Holding Units to fund long-term compensation plans, net (261,825) (148,624) (171,930)

(Issuance) retirement of AB Units, net (28,696) (35,736) 25,589

(Issuance) of AB Units, net (7,348) (28,696) (35,736)

Long-term incentive compensation awards expense 215,484 194,840 207,057

6 unchanged sentences

Changes in employee benefit related items, net of tax 15,708 (4,443) (7,593)

Unrealized gain on investments, net of tax — — —

Other — — 374

Balance, end of year (90,335) (94,203) (113,004)

Total Partners' Capital attributable to AB Unitholders 4,160,923 4,111,523 4,017,101

Years Ended December 31,

2020 2019 2018

Non-redeemable Non-controlling Interests in Consolidated Entities

3 unchanged sentences

Purchase of non-controlling interest — — (1,187)

Distributions (to) non-controlling interests of our consolidated venture capital fund activities — — (638)

Balance, end of year — — —

1 unchanged sentence

See Accompanying Notes to Consolidated Financial Statements.

2021 Annual Report 80

AllianceBernstein L.P.

11 unchanged sentences

Unrealized losses (gains) on investments 4,454 10,405 (13,431)

Unrealized (gains) on investments of consolidated company-sponsored investment funds (854) (36,150) (14,217)

Unrealized losses (gains) on investments of consolidated company-sponsored investment funds 1,882 (854) (36,150)

Non-cash lease expense 98,773 98,798 103,773

Other, net 22,580 (2,914) 10,281

Changes in assets and liabilities:

(Increase) decrease in securities, segregated (658,612) 74,688 (353,204)

Decrease (increase) in securities, segregated 249,521 (658,612) 74,688

(Increase) decrease in receivables (360,789) (182,684) 223,137

Decrease (increase) in investments 7,597 460,347 (294,383)

Decrease (increase) in investments of consolidated company-sponsored investment funds 279,276 (193,158) 908,804

(Increase) decrease in investments (27,000) 7,597 460,347

(Increase) decrease in investments of consolidated company-sponsored investment funds (312,325) 279,276 (193,158)

(Increase) in deferred sales commissions (45,197) (55,125) (34,177)

(Increase) in right-of-use assets (131,765) (11,141) —

Decrease (increase) in other assets 69,160 (23,140) (152,726)

Increase (decrease) in other assets and liabilities of consolidated company-sponsored investment funds, net 7,169 11,437 (662,934)

(Increase) decrease in other assets (6,578) 69,160 (23,140)

Decrease in other assets and liabilities of consolidated company-sponsored investment funds, net 38,161 7,169 11,437

Increase (decrease) in payables 214,139 861,502 (641,369)

Increase (decrease) in lease liabilities 37,695 (107,276) —

Increase (decrease) in accounts payable and accrued expenses 35,877 10,666 (56,518)

Increase (decrease) in accrued compensation and benefits 50,545 46,885 (7,486)

Cash payments to relieve operating lease liabilities (114,769) (115,656) (132,669)

Net cash provided by operating activities 1,298,782 1,521,421 827,480

4 unchanged sentences

Net cash used in investing activities (65,724) (59,135) (23,048)

Years Ended December 31,

2020 2019 2018

Cash flows from financing activities:

Proceeds (repayment) of debt 115,000 2,105 (25,454)

(Decrease) increase in overdrafts payable (12,633) (59,924) 3,273

Proceeds from debt, net 80,000 115,000 2,105

Increase (decrease) in overdrafts payable 16,192 (12,633) (59,924)

Distributions to General Partner and Unitholders (1,059,892) (836,879) (703,512)

Capital contributions (to) non-controlling interests in consolidated entities — — (638)

(Redemptions) subscriptions of non-controlling interests of consolidated company-sponsored investment funds, net (219,033) 150,091 (472,143)

Subscriptions (redemptions) of non-controlling interests of consolidated company-sponsored investment funds, net 313,699 (219,033) 150,091

Capital contributions (to) from affiliates (2,346) (867) 269

Interest accretion, net of (payments) on contingent payment arrangements 1,921 (1,991) (1,093)

Additional investments by AB Holding with proceeds from exercise of compensatory options to buy AB Holding Units 3,402 147 11,511

Purchases of AB Holding Units to fund long-term incentive compensation plan awards, net (261,825) (148,624) (171,930)

Other (1,615) (1,580) (2,151)

Other, net (2,186) 306 (3,571)

Net cash used in financing activities (912,956) (1,102,583) (774,961)

Effect of exchange rate changes on cash and cash equivalents (17,982) 23,032 8,376

Net increase (decrease) in cash and cash equivalents 382,735 37,847 (345,124)

Net increase in cash and cash equivalents 302,120 382,735 37,847

Cash and cash equivalents as of beginning of the period 1,073,906 691,171 653,324

3 unchanged sentences

Non-cash investing activities:

Fair value of assets acquired (excluding cash acquired of $0.6 million and $11.8 million) 18,389 28,966 —

Fair value of assets acquired (excluding cash acquired of $2.8 million, $0.6 million and $11.8 million, for 2021, 2020 and 2019, respectively) 13,235 18,389 28,966

Fair value of liabilities assumed 1,642 437 16,837

2 unchanged sentences

See Accompanying Notes to Consolidated Financial Statements.

2021 Annual Report 81

AllianceBernstein L.P.

23 unchanged sentences

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

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 December 31, 2020.

As of December 31, 2021, EQH owned approximately 4.0% of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P.

3 unchanged sentences

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

AllianceBernstein

As of December 31, 2021, the ownership structure of AB, including limited partnership units outstanding as well as the general partner's 1% interest, was as follows:

13 unchanged sentences

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) .

This new guidance related to the accounting for credit losses on financial instruments and introduced an approach based on expected losses to estimate credit losses on certain types of financial instruments.

It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination.

We adopted this standard prospectively on January 1, 2020.

The adoption of this standard did not have a material impact on our financial condition or results of operations.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment .

The guidance removed Step 2 of the goodwill impairment test, which had required a hypothetical purchase price allocation.

As a result of the revised guidance, a goodwill impairment will be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

We adopted this standard prospectively on January 1, 2020.

The adoption of this standard did not have a material impact on our financial condition or results of operations.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement .

The amendment modified the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures.

We adopted this standard prospectively on January 1, 2020.

The adoption of this standard did not have a material impact on our financial condition or results of operations.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.

The amendment aligned the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements that currently exist in GAAP for capitalizing implementation costs incurred to develop or obtain internal-use software.

Implementation costs are either capitalized or expensed as incurred depending on the project stage.

All costs in the preliminary and post-implementation project stages are expensed as incurred, while certain costs within the application development stage are capitalized.

In August 2018, the Financial Accounting Standards Board (the " FASB ") issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20) .

The amendment modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans.

We adopted this standard prospectively on January 1, 2021.

The adoption of this standard did not have a material impact on our financial condition or results of operations.

In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting .

The amendment was intended to provide temporary optional expedients and exceptions to the U.S.

GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates.

This guidance was effective beginning on March 12, 2020, and can be applied to amendments prospectively through December 31, 2022.

An entity may elect to apply the amendments in this update, as well as amendments include in ASU 2021-01 issued in January 2021, as of the beginning of the interim period that includes March 12, 2020.

We adopted these standards prospectively on January 1, 2020.

The adoption of these standards did not have a material impact on our financial condition or results of operations.

Accounting Pronouncements Not Yet Adopted in 2020

In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20) .

The amendment modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans.

The revised guidance is effective for financial statements issued for fiscal years beginning after December 15, 2020.

The revised guidance will not have a material impact on our financial condition or results of operations.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

2 unchanged sentences

The amendments also improve consistent application of and simplify US GAAP for other areas of Topic 740 by clarifying and amending the existing guidance.

The revised guidance is effective for financial statements issued for fiscal years beginning after December 15, 2020.

The revised guidance will not have a material impact on our financial condition or results of operations.

We adopted this standard prospectively on January 1, 2021.

The adoption of this standard did not have a material impact on our financial condition or results of operations.

Accounting Pronouncements Not Yet Adopted in 2021

Revenue Recognition

4 unchanged sentences

Accordingly, we have determined that our investment and advisory services are performed over time and entitle us to variable consideration earned based on the value of the investors’ assets under management (“ AUM ”).

2021 Annual Report 83

We calculate AUM using established market-based valuation methods and fair valuation (non-observable market) methods.

14 unchanged sentences

The transaction price for the asset management performance obligation for certain investment advisory contracts, including those associated with hedge funds or other alternative investments, provide for a performance-based fee (including carried interest), in addition to a base advisory fee, which is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time.

The performance-based fees

are forms of variable consideration and are therefore excluded from the transaction price until it becomes probable that there will not be significant reversal of the cumulative revenue recognized.

The performance-based fees are forms of variable consideration and are therefore excluded from the transaction price until it becomes probable that there will not be significant reversal of the cumulative revenue recognized.

At each reporting date, we evaluate the constraining factors, discussed below , surrounding the variable consideration to determine the extent to which, if any, revenues associated with the performance-based fee can be recognized.

2 unchanged sentences

Bernstein Research Services

Bernstein Research Services revenue consists principally of commissions received, and to a lesser but increasing extent, direct payments for trade execution services and providing equity research services to institutional clients.

Bernstein Research Services revenue consists principally of commissions received, and to a lesser but increasing extent, direct payments for trade execution services and equity research services provided to institutional clients.

Brokerage commissions for trade execution services and related expenses are recorded on a trade-date basis when the performance obligations are satisfied.

Generally, the transaction price is agreed upon at the point of each trade and based upon the number of shares traded or the value of the consideration traded.

Generally, the transaction price is agreed upon at the time of each trade and is based upon the number of shares traded or the value of the consideration traded.

Research revenues are recognized when the transaction price is quantified, collectability is assured and significant reversal of such revenue is not probable.

Distribution Revenues

Two of our subsidiaries act as distributors and/or placement agents of company-sponsored mutual funds and receive distribution services fees from certain of those funds as partial reimbursement of the distribution expenses they incur.

Two of our subsidiaries act as distributors and/or placement agents of company-sponsored mutual funds and receive distribution services fees from certain of those funds as full or partial reimbursement of the distribution expenses they incur.

The variable consideration can be determined in different ways, as discussed below , as we satisfy the performance obligation depending on the contractual arrangements with the customer and the specific product sold.

Most open-end U.S.

funds have adopted a plan under Rule 12b-1 of the Investment Company Act that allows the fund to pay, out of assets of the fund, distribution and service fees for the distribution and sale of its shares (“ Rule 12b-1 Fees ”).

The open-end U.S.

7 unchanged sentences

as such, these revenues and expenses are recorded on a gross basis.

AllianceBernstein

We offer back-end load shares in limited instances and charge the investor a contingent deferred sales charge (“ CDSC ”) if the investment is redeemed within a certain period.

26 unchanged sentences

The primary beneficiary evaluation generally is performed qualitatively based on all facts and circumstances, as well as quantitatively, as appropriate.

2021 Annual Report 85

If we have a variable interest in an entity that is determined not to be a VIE, the entity is then evaluated for consolidation under the VOE model.

16 unchanged sentences

We have the ability by contract or custom to sell or re-pledge this collateral, and have done so at various times.

As of December 31, 2020, there were no re-pledged securities.

As of December 31, 2021 and 2020, we had $23.4 million and zero of re-pledged securities, respectively.

Principal securities transactions and related expenses are recorded on a trade date basis.

12 unchanged sentences

Current Expected Credit Losses- Receivables from Brokerage clients

Receivables from clients is primarily composed of margin loan balances.

Receivables from clients primarily consists of margin loan balances.

The value of the securities owned by clients and held as collateral for these receivables is not reflected in the consolidated financial statements and the collateral was not repledged or sold as of December 31, 2021 and 2020.

3 unchanged sentences

AB requires, in the event of a decline in the market value of the securities in a margin account, the client to deposit additional securities or cash so that, at all times, the value of the securities in the account, at a minimum, cover the loan to the client.

As such, AB reasonably expects that the borrower will be able to continually replenish collateral securing the financial asset and does not expect the fair value of collateral to fall below the amortized cost bases of the margin loans and, as a result, we consider the credit risk associated with these receivables to be minimal.

As such, AB reasonably expects that the borrower will be able to continually replenish collateral securing the financial asset and does not expect the fair value of collateral to fall below the amortized cost basis of the margin loans and, as a result, we consider the credit risk associated with these receivables to be minimal.

In circumstances when a loan becomes undercollateralized and the client fails to deposit additional securities or cash, AB reserves the right to liquidate the account.

AllianceBernstein

Current Expected Credit Losses - Receivables from Revenue Contracts with Customers

28 unchanged sentences

There were no facts or circumstances occurring in the fourth quarter of 2021 suggesting possible impairment.

As of January 1, 2020, we adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment .

The guidance removed Step 2 of the goodwill impairment test, which had required a hypothetical purchase price allocation.

As a result of the revised guidance, a goodwill impairment will be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

Under ASU 2017-04, Simplifying the Test for Goodwill Impairment, a goodwill impairment will be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

Under this guidance, the goodwill impairment test no longer includes a determination by management of whether a decline in fair value is temporary;

however, it is important to consider the impact of changing market conditions, including the severity and anticipated duration, is reflected in management's determination of fair value.

however, it is important that management's determination of fair value reflect the impact of changing market conditions, including the severity and anticipated duration of any such changes.

Intangible Assets, Net

Intangible assets consist primarily of costs assigned to acquired investment management contracts based on their estimated fair value at the time of acquisition, less accumulated amortization.

Intangible assets are recognized at fair value and generally are amortized on a straight-line basis over their estimated useful life ranging from six years to 20 years.

Intangible assets are recognized at fair value and generally are amortized on a straight-line basis over their estimated useful life ranging from seven to 20 years.

2021 Annual Report 87

As of December 31, 2021, intangible assets, net of accumulated amortization, of $41.5 million on the consolidated statement of financial condition consists of $26.3 million of finite-lived intangible assets subject to amortization and $15.2 million of indefinite-lived intangible assets not subject to amortization.

As of December 31, 2019, intangible assets, net of accumulated amortization, of $55.4 million on the consolidated statement of financial condition consisted of $41.9 million of finite-lived intangible assets subject to amortization, of which $15.5 million related to the Bernstein acquisition (which was fully amortized as of December 31, 2020), and $13.5 million of indefinite-lived intangible assets not subject to amortization in regard to other acquisitions.

As of December 31, 2020, intangible assets, net of accumulated amortization, of $44.5 million on the consolidated statement of financial condition consisted of $29.2 million of finite-lived intangible assets subject to amortization and $15.3 million of indefinite-lived intangible assets not subject to amortization in regard to other acquisitions.

The gross carrying amount of finite-lived intangible assets totaled $53.8 million as of December 31, 2021 and $65.1 million as of December 31, 2020, and accumulated amortization was $27.5 million as of December 31, 2021 and $35.9 million as of December 31, 2020.

Amortization expense was $5.7 million for 2021, $21.4 million for 2020 and $28.8 million for 2019.

Estimated annual amortization expense for 2021 is approximately $6 million, $5 million in years two through four, then approximately $4 million in year five.

Estimated annual amortization expense for 2022 is approximately $5 million, $5 million in years two and three, $4 million in year four and then approximately $2 million in year five.

We periodically review indefinite-lived intangible assets for impairment as events or changes in circumstances indicate that the carrying value may not be recoverable.

If the carrying value exceeds fair value, we perform additional impairment tests to measure the amount of the impairment loss, if any.

During the fourth quarter of 2020, we recorded an impairment of $1.5 million relating to our 2016 acquisition of Ramius Alternative Solutions LLC.

Due to the loss of acquired investment management contracts during 2020, the carrying value of the finite-lived intangible assets exceeded the fair value of the

We determined the fair value of the contracts using a discounted cashflow model.

During the fourth quarter of 2021 and 2020, we recorded an impairment of $1.0 million and $1.5 million, respectively, relating to our 2016 acquisition of Ramius Alternative Solutions LLC.

Due to the loss of acquired investment management contracts during 2021, the carrying value of the finite-lived intangible assets exceeded the fair value of the contracts.

We determined the fair value of the contracts using a discounted cash flow model.

The impairment charge was recorded in general and administrative expenses in the consolidated statements of income.

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ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

We use our incremental borrowing rate based on the information available as of the lease commencement date in determining the present value of lease payments.

We use our consolidated incremental borrowing rate based on the information available as of the lease commencement date in determining the present value of lease payments.

Our lease terms may include options to extend or terminate the lease.

These options to extend or terminate are assessed on a lease-by-lease basis, and the ROU assets and lease liabilities are adjusted when it is reasonably certain that an option will be exercised.

When calculating the measurement of ROU assets and lease liabilities, we utilize the fixed payments associated with the lease and do not include other variable contractual obligations, such as operating expenses, real estate taxes and employee parking.

These costs are accounted for as period costs and expensed as incurred.

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These arrangements will continue to follow the guidance of ASC 350, Intangibles - Goodwill and Other .

AllianceBernstein

Loss Contingencies

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If our expected payment amount subsequently changes, the obligation is modified in the current period resulting in a gain or loss.

Both gains and losses resulting from changes to expected payments and the accretion of these obligations to their expected payment amounts are reflected within contingent payment arrangements in our consolidated

statements of income.

During the fourth quarter of 2020, we recorded an impairment of the contingent consideration payable of $1.4 million relating to our 2016 acquisition of Ramius Alternative Solutions LLC.

During the fourth quarters of 2021 and 2020, we recorded an impairment of the contingent consideration payable of $0.6 million and $1.4 million, respectively.

This impairment was related to our 2016 acquisition of Ramius Alternative Solutions LLC.

Mutual Fund Underwriting Activities

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Participants (except certain members of senior management) generally could allocate up to 50% of their awards to deferred cash, not to exceed a total of $250,000 per award.

Each of our employees based outside of the United States (other than expatriates), who received an award of $100,000 or less, could have allocated up to 100% of his or her award to deferred cash.

Participants allocated their awards prior to the date on which the Compensation Committee granted awards in December 2020, 2019 and 2018.

Each of our employees based outside of the United States (other than expatriates), who received an award of $100,000 or less, could have allocated 100% of his or her award to deferred cash.

Participants allocated their awards prior to the date on which the Compensation and Workplace Practices Committee (the " Compensation Committee ") of the Board of Directors (the " Board ") approved awards in December 2021, 2020 and 2019.

For these awards, the number of AB Holding Units awarded was based on the closing price of an AB Holding Unit on the grant date.

For awards granted in 2021, 2020 and 2019:

• We engage in open-market purchases of AB Holding Units or purchase newly-issued AB Holding Units from AB Holding that are awarded to participants and keep them in a consolidated rabbi trust.

• Quarterly distributions on vested and unvested AB Holding Units are paid currently to participants, regardless of whether or not a long-term deferral election has been made.

• Interest on deferred cash is accrued monthly based on our monthly weighted average cost of funds.

• We engaged in open-market purchases of AB Holding Units or purchase newly-issued AB Holding Units from AB Holding that are awarded to participants and keep them in a consolidated rabbi trust.

• Quarterly distributions on vested and unvested AB Holding Units were paid currently to participants, regardless of whether or not a long-term deferral election has been made.

• Interest on deferred cash was accrued monthly based on our monthly weighted average cost of funds.

2021 Annual Report 89

We recognize compensation expense related to equity compensation grants in the financial statements using the fair value method.

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Most equity replacement, sign-on or similar deferred compensation awards included in separate employment agreements or arrangements include a required service period.

Regardless of whether or not the award agreement includes employee service requirements, AB Holding Units typically are delivered to employees ratably over four years, unless the employee has made a long-term deferral election.

Regardless of whether or not the award agreement includes employee service requirements, AB Holding Units typically are delivered to employees ratably over three years to four years, unless the employee has made a long-term deferral election.

Grants of restricted AB Holding Units can be awarded to Eligible Directors.

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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 fourth quarter of 2020 expired at the close of business on February 10, 2021.

There was no plan adopted during the fourth quarter of 2021.

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

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We used AB Holding Units repurchased during the periods and newly-issued AB Holding Units to fund these awards.

During 2020 and 2019, AB Holding issued 5,182 and 0.5 million AB Holding Units, respectively, upon exercise of options to buy AB Holding Units.

During 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 $3.4 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.

AllianceBernstein

Foreign Currency Translation and Transactions

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Typically, Available Cash Flow has been the adjusted diluted net income per unit for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter.

In future periods, management anticipates that Available Cash Flow will be based on adjusted diluted net income per unit, unless management determines, with the concurrence of the Board of Directors, that one or more adjustments that are made for adjusted net income should not be made with respect to the Available Cash Flow calculation.

In future periods, management anticipates that Available Cash Flow will be based on adjusted diluted net income per unit, unless management determines, with the concurrence of the Board, that one or more adjustments that are made for adjusted net income should not be made with respect to the Available Cash Flow calculation.

On February 11, 2022, the General Partner declared a distribution of $1.38 per AB Unit, representing a distribution of Available Cash Flow for the three months ended December 31, 2021.

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Deferred taxes were not recognized on foreign currency translation adjustments for foreign subsidiaries which had earnings that were considered permanently invested outside the United States.

Subsequent Events

Reclassifications

During 2021, amounts previously presented on the Statement of Cash Flows as (increase) decrease in right-of-use assets and increase (decrease) in lease liabilities are now presented net as "Cash payments to relieve operating lease liabilities".

Non-cash lease expense under adjustments to reconcile net income to net cash provided by operating activities formerly classified as "Depreciation and other amortization" are now classified separately on the Statement of Cash Flows as "Non-cash lease expense." Prior period amounts previously presented as such have been reclassified to conform to the current period's presentation.

2021 Annual Report 91

Revenue Recognition

Revenues for the years ended December 31, 2021, 2020 and 2019 consisted of the following:

Year Ended December 31,

Years Ended December 31

2021 2020 2019

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12b-1 fees 83,920 75,973 80,268

Other 122,540 82,776 76,919

Other distribution fees 217,646 122,540 82,776

Other revenues

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Diluted net income per unit is derived by reducing net income for the 1% general partnership interest and dividing the remaining 99% by the total of the diluted weighted average number of limited partnership units outstanding for each year.

Year Ended December 31,

Years Ended December 31

2021 2020 2019

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Anti-dilutive options excluded from diluted net income — 29,056 29,056

AllianceBernstein

Cash and Securities Segregated Under Federal Regulations and Other Requirements

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Investments consist of:

Years Ended December 31

(in thousands)

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Total investments related to long-term incentive compensation obligations of $63.8 million and $60.1 million as of December 31, 2021 and 2020, respectively, consist of company-sponsored mutual funds and hedge funds.

For long-term incentive compensation awards granted before 2009, we typically made investments in company-sponsored mutual funds and hedge funds that were notionally elected by plan participants and maintained them (and continue to maintain them) in a consolidated

rabbi trust or separate custodial account.

The rabbi trust and custodial account enable us to hold such investments separate from our other assets for the purpose of settling our obligations to participants.

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In addition, we also have long positions in corporate equities and long exchange-traded options traded through our options desk.

2021 Annual Report 93

The portion of unrealized gains (losses) related to equity securities, as defined by ASC 321-10, held as of December 31, 2021 and 2020 were as follows:

Years Ended December 31

(in thousands)

Net gain (losses) recognized during the period $ 17,927 $ 31,890

Net gains recognized during the period $ 19,240 $ 17,927

net gains recognized during the period on equity securities sold during the period 23,697 27,357

Unrealized gains (losses) recognized during the period on equity securities held $ (9,430) $ 13,752

Unrealized losses recognized during the period on equity securities held $ (4,457) $ (9,430)

Derivative Instruments

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This obligation to return cash is reported in payables to brokers and dealers in our consolidated statements of financial condition.

AllianceBernstein

Although notional amount is the most commonly used measure of volume in the derivatives market, it is not used as a measure of credit risk.

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As of December 31, 2021 and 2020, we held $1.9 million and $7.5 million, respectively, of long exchange-traded equity options, which are included in other investments on our consolidated statements of financial condition.

In addition, as of December 31, 2020 and 2019, we held $12.5 million and $12.3 million, respectively, of short exchange-traded equity options,

which are included in securities sold not yet purchased on our consolidated statements of financial condition.

In addition, as of December 31, 2021 and 2020, we held $2.8 million and $12.5 million, respectively, of short exchange-traded equity options, which are included in securities sold not yet purchased on our consolidated statements of financial condition.

Our options desk provides our clients with equity derivative strategies and execution for exchange-traded options on single stocks, exchange-traded funds and indices.

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Our options desk hedges the risk associated with this activity by taking offsetting positions in equities.

For the years ended December 31, 2020 and 2019 we recognized $11.9 million and $22.2 million, respectively, of losses on equity options activity.

For the year ended December 31, 2021, we recognized zero gains or losses on equity options activity compared to $11.9 million of losses recognized on equity options activity for the year ended December 31, 2020.

These losses are recognized in investment gains (losses) in the consolidated statements of income.

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Long exchange-traded options $ 7,527 $ — $ 7,527 $ — $ — $ 7,527

2021 Annual Report 95

Offsetting of liabilities as of December 31, 2021 and 2020 was as follows:

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December 31, 2021

Securities loaned $ 23,911 $ — $ 23,911 $ (23,373) $ — $ 538

Derivatives $ 16,923 $ — $ 16,923 $ — $ (5,572) $ 11,351

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These financial instruments do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

AllianceBernstein

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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Long exchange-traded options 1,893 — — — — 1,893

Limited partnership hedge

Limited partnership hedge funds (2)

— — — — 50,920 50,920

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Total liabilities measured at fair value $ 5,014 $ 15,737 $ 38,260 $ — $ — $ 59,011

Level 1 Level 2 Level 3 NAV Expedient (1)

December 31, 2020:

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Long exchange-traded options 7,527 — — — — 7,527

Limited partnership hedge

Limited partnership hedge funds (2)

— — — — 42,408 42,408

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(3) Investments carried at amortized cost that are not measured at fair value in accordance with GAAP.

Other investments include (i) an investment in a software publishing company that does not have a readily available fair value ($2.1 million and $1.0 million as of December 31, 2020 and 2019, respectively), (ii) investments in start-up companies that do not have a readily available fair value (these investments were $0.3 million and $0.9 million as of December 31, 2020 and 2019, respectively), (iii) investments in equity method investees that are not measured at fair value in accordance with GAAP ($6.5 million and $2.9 million as of December 31, 2020 and 2019, respectively), and (iv) broker dealer exchange memberships that are not measured at fair value in accordance with GAAP ($3.3 million and $3.2 million as of December 31, 2020 and 2019, respectively).

2021 Annual Report 97

Other investments included in Level 1 of the fair value hierarchy include our investment in a mutual fund measured at fair value ($9.1 million and $7.0 million as of December 31, 2021 and 2020, respectively).

Other investments not measured at fair value include (i) an investment in a software publishing company that does not have a readily available fair value (zero and $2.1 million as of December 31, 2021 and 2020, respectively), (ii) investments in start-up companies that do not have a readily available fair value (these investments were $0.3 million as of December 31, 2021 and 2020), (iii) investments in equity method investees that are not measured at fair value in accordance with GAAP ($2.9 million and $6.5 million as of December 31, 2021 and 2020, respectively), and (iv) broker dealer exchange memberships that are not measured at fair value in accordance with GAAP ($2.8 million and $3.3 million as of December 31, 2021 and 2020, respectively).

We provide below a description of the fair value methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy:

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We hold exchange-traded futures with counterparties that are included in Level 1 of the valuation hierarchy.

In addition, we also hold currency forward contracts, interest rate swaps, credit default swaps, option swaps

and total return swaps with counterparties that are valued based on observable inputs from recognized pricing vendors, which are included in Level 2 of the valuation hierarchy.

In addition, we also hold currency forward contracts, interest rate swaps, credit default swaps, option swaps and total return swaps with counterparties that are valued based on observable inputs from recognized pricing vendors, which are included in Level 2 of the valuation hierarchy.

We hold exchange-traded options that are included in Level 1 of the valuation hierarchy.

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The change in carrying value associated with Level 3 financial instruments carried at fair value, classified as equity securities, is as follows:

December 31, 2020 December 31, 2019

(in thousands)

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Realized gains (losses), net — —

Unrealized (losses) gains, net 6 (23)

Unrealized gains (losses), net 1 6

Balance as of end of period $ 126 $ 125

Realized and unrealized gains and losses on Level 3 financial instruments are recorded in investment gains and losses in the consolidated statements of income.

AllianceBernstein

As part of acquisitions made by the Company, we may enter into contingent consideration arrangements as part of the purchase price.

The change in carrying value associated with Level 3 financial instruments carried at fair value, classified as contingent payment arrangements, is as follows:

December 31, 2020 December 31, 2019

(in thousands)

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The liabilities were valued using expected revenue growth rates and discount rates.

The expected revenue growth rates range from 0.7% to 50.0%, with a weighted average of 4.9%, calculated using cumulative revenues and range of revenue growth rates (excluding revenue growth from additional AUM contributed from existing clients).

As of December 31, 2021, the expected revenue growth rates range from 2.0% to 83.9%, with a weighted average of 11.9%, calculated using cumulative revenues and range of revenue growth rates (excluding revenue growth from additional AUM contributed in year of acquisition).

The discount rates ranged from 1.9% to 10.4%, with a weighted average of 7.0%, calculated using total contingent liabilities and range of discount rates.

As of December 31, 2020, the expected revenue growth rates range from 0.7% to 50.0%, with a weighted average of 4.9%, calculated using cumulative revenues and range of revenue growth rates (excluding revenue growth from additional AUM contributed in year of acquisition).

The discount rates ranged from 1.9% to 10.4%, with a weighted average of 8.0%, calculated using total contingent liabilities and range of discount rates.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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Furniture, equipment and leasehold improvements, net consist of:

Years Ended December 31

(in thousands)

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Leasehold improvements 301,036 284,080

841,046 841,743

Total 885,197 841,046

Accumulated depreciation and amortization (716,022) (693,172)

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Depreciation and amortization expense on furniture, equipment and leasehold improvements were $38.8 million, $39.2 million and $38.1 million for the years ended December 31, 2021, 2020 and 2019, respectively.

2021 Annual Report 99

Deferred Sales Commissions, Net

The components of deferred sales commissions, net for the years ended December 31, 2021 and 2020 were as follows (excluding amounts related to fully amortized deferred sales commissions):

Years Ended December 31

(in thousands)

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2022 $ 35,349

AB has an $800.0 million committed, unsecured senior revolving credit facility (the " Credit Facility ") with a group of commercial banks and other lenders, which matures on September 27, 2023.

Total $ 74,899

AB has an $800.0 million committed, unsecured senior revolving credit facility (the " Credit Facility ") with a group of commercial banks and other lenders, which had an original maturity date of September 27, 2023.

The Credit Facility was amended and restated as of October 13, 2021, extending the maturity date to October 13, 2026.

There were no other significant changes included in the amendment.

The Credit Facility provides for possible increases in the principal amount by up to an aggregate incremental amount of $200.0 million;

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The Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated.

Also, under such provisions, upon the occurrence of certain insolvency- or bankruptcy-related events of default, all amounts payable under the

Credit Facility would automatically become immediately due and payable, and the lender’s commitments automatically would terminate.

Also, under such provisions, upon the occurrence of certain insolvency- or bankruptcy-related events of default, all amounts payable under the Credit Facility would automatically become immediately due and payable, and the lender’s commitments automatically would terminate.

Amounts under the Credit Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility.

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The EQH Facility also includes customary events of default substantially similar to those in AB’s committed bank facilities, including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or the lender’s commitment may be terminated.

AllianceBernstein

Amounts under the EQH Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility.

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EQH also may terminate the facility immediately upon a change of control of our general partner.

As of December 31, 2020 and 2019, AB had $675.0 million and $560.0 million outstanding under the EQH Facility with interest rates of approximately 0.2% and 1.6%, respectively.

Average daily borrowings on the EQH Facility during 2020 and for the 57 days it was available in 2019 were $470.8 million and $358.6 million, respectively, with weighted average interest rates of approximately 0.5% and 1.6%, respectively.

In addition to the EQH Facility, on September 1, 2020, AB established a new $300.0 million uncommitted, unsecured senior credit facility (“ EQH Uncommitted Facility ”) with EQH.

As of December 31, 2021 and 2020, AB had $755.0 million and $675.0 million outstanding under the EQH Facility with interest rates of approximately 0.2%.

Average daily borrowings on the EQH Facility during 2021 and 2020 were $404.6 million and $470.8 million, respectively, with weighted average interest rates of approximately 0.2% and 0.5%, respectively.

In addition to the EQH Facility, on September 1, 2020, AB established a $300.0 million uncommitted, unsecured senior credit facility (“ EQH Uncommitted Facility ”) with EQH.

The EQH Uncommitted Facility matures on September 1, 2024 and is available for AB's general business purposes.

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The EQH Uncommitted Facility contains affirmative, negative and financial covenants which are substantially similar to those in the EQH Facility.

As of December 31, 2020, we had no amounts outstanding on the EQH Uncommitted Facility and have not drawn on it since its inception.

As of both December 31, 2021 and December 31, 2020, we had no amounts outstanding on the EQH Uncommitted Facility and have not drawn the facility since its inception.

As of both December 31, 2021 and 2020, we had no commercial paper outstanding.

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Average daily borrowings of commercial paper for 2021 were $157.0 million with a weighted average interest rate of 0.2%.

Average daily borrowings of commercial paper for the 317 days commercial paper was outstanding in 2019 were $438.6 million with a weighted average interest rate of approximately 2.6%.

AB has a $200.0 million committed, unsecured senior revolving credit facility (the " Revolver ") with a leading international bank, which matures on November 16, 2021.

The Revolver is available for AB's and SCB LLC's business purposes, including the provision of additional liquidity to meet funding requirements primarily related to SCB LLC's operations.

Both AB and SCB LLC can draw directly under the Revolver and management expects to draw on the Revolver from time to time.

AB has agreed to guarantee the obligations of SCB LLC under the Revolver.

The Revolver contains affirmative, negative and financial covenants that are identical to those of the Credit Facility.

Borrowings under the Revolver bear interest at a rate per annum, which will be, at our option, a rate equal to an applicable margin, which is subject to adjustment based on the credit ratings of AB, plus one of the following indices:

Average daily borrowings of commercial paper for 2020 were $83.2 million with a weighted average interest rate of approximately 0.4%.

AB had a $200.0 million committed, unsecured senior revolving credit facility (the " Revolver ") with a leading international bank, which matured on November 16, 2021.

The Revolver was available for AB's and SCB LLC's business purposes, including the provision of additional liquidity to meet funding requirements primarily related to SCB LLC's operations.

Both AB and SCB LLC were able to draw directly under the Revolver and did so from time to time.

AB agreed to guarantee the obligations of SCB LLC under the Revolver.

The Revolver contained affirmative, negative and financial covenants that were identical to those of the Credit Facility.

Borrowings under the Revolver bear interest at a rate per annum, which could be, at our option, a rate equal to an applicable margin, which was subject to adjustment based on the credit ratings of AB, plus one of the following indices:

London Interbank Offered Rate;

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Average daily borrowings for 2021 and 2020 were $13.3 million and $16.5 million, respectively, with weighted average interest rates of 1.1% and 1.6%, respectively.

On September 28, 2021, AB established a $100.0 million uncommitted line of credit with a financial institution.

On October 11, 2021, AB established a $50.0 million uncommitted line of credit with a financial institution.

Both uncommitted lines of credit are available for AB's and SCB LLC's business purposes.

Both AB and SCB LLC can draw directly under these lines.

AB has agreed to guarantee the obligations of SCB LLC under these lines of credit.

As of December 31, 2021 we had no amounts outstanding under these lines of credit and have not drawn on them since their inception.

In addition, SCB LLC currently has three uncommitted lines of credit with three financial institutions.

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As of December 31, 2021 and 2020, SCB LLC had no outstanding balance on these lines of credit.

Average daily borrowings on the lines of credit during 2020 and 2019 were $0.9 million and $1.9 million, respectively, with weighted average interest rates of approximately 1.6% and 1.9%, respectively.

Average daily borrowings on the lines of credit during 2021 and 2020 were $47 thousand and $0.9 million, respectively, with weighted average interest rates of approximately 0.9% and 1.6%, respectively.

We lease office space, office equipment and technology under various operating and financing leases.

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Since 2010, we have sub-leased over one million square feet of office space.

On January 1, 2019, the previously recorded liability related to our global space consolidation initiatives of $85.8 million was offset as a reduction to our operating right-of-use assets.

2021 Annual Report 101

Leases included in the consolidated statements of financial condition as of December 31, 2021 and 2020 were as follows:

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The components of lease expense included in the consolidated statements of income for the years ended December 31, 2021 and 2020 were as follows:

Year Ended December 31,

Years Ended December 31

Classification 2021 2020

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Present value of lease liabilities $ 482,781 $ 7,954

During October 2018, we signed a lease, which commenced in the fourth quarter of 2020, relating to 218,976 square feet of space at our newly constructed Nashville headquarters.

Our estimated total base rent obligation (excluding taxes, operating expenses and utilities) over the 15-year initial lease term is $134.0 million.

During April 2019, we signed a lease, which commences in 2024, relating to approximately 190,000 square feet of space in New York City.

AllianceBernstein

We have signed a lease that commences in 2024, relating to approximately 166,000 square feet of space in New York City.

Our estimated total base rent obligation (excluding taxes, operating expenses and utilities) over the 20-year lease term is approximately $393.0 million.

During the fourth quarter of 2020, we exercised an option to return a half floor of this space, which reduced our square footage from approximately 190,000 to 166,000 square feet and our base rent obligation from $448.0 million to $393.0 million.

Lease term and discount rate:

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Finance leases 1.60 %

Supplemental cash flow information related to leases are as follows:

Year Ended December 31,

Supplemental non-cash activity related to leases are as follows:

Years Ended December 31

(in thousands)

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 115,684 $ 132,669

Operating cash flows from financing leases 86 71

Financing cash flows from finance leases 1,864 1,281

Right-of-use assets obtained in exchange for lease obligations (1) :

Operating leases $ 82,379 $ 135,919

135,919 11,108

Finance leases 7,782 1,695

(1) Represents non-cash activity and, accordingly, is not reflected in the consolidated statements of cash flows.

(2) Represents net non-cash activity of new lease obligations, extensions and reductions of existing lease obligations.

(1) Represents supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets.

Commitments and Contingencies

We lease office space, office equipment and technology under various leasing arrangements.

As indicated in Note 13 , we lease office space, office equipment and technology under various leasing arrangements.

The future minimum payments under non-cancelable leases, sublease commitments and related payments we are obligated to make, net of sublease commitments of third party lessees to make payments to us, as of December 31, 2021, are as follows:

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2027 and thereafter

528.3 — 528.3

Total future minimum payments $ 937.0 $ (93.5) $ 843.5

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It is reasonably possible that we could incur losses pertaining to these matters, but we cannot currently estimate any such losses.

2021 Annual Report 103

Management, after consultation with legal counsel, currently believes that the outcome of any individual matter that is pending or threatened, or all of them combined, will not have a material adverse effect on our results of operations, financial condition or liquidity.

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Total liabilities, redeemable non-controlling interest and partners' capital $ 733,812 $ — $ 733,812 $ 283,770 $ 67,562 $ 351,332

During 2020, we deconsolidated five funds in which we had a seed investment of approximately $94.6 million due to no longer having a controlling financial interest.

These funds had significant consolidated assets and liabilities as of December 31, 2019.

During 2021, we deconsolidated four funds in which we had seed investments totaling approximately $93.9 million as of December 31, 2020 due to no longer having a controlling financial interest.

Cash and cash equivalents include cash on hand, demand deposits, overnight commercial paper and highly liquid investments with original maturities of three months or less.

Due to the short-term nature of these instruments, the recorded value has been determined to approximate fair value.

AllianceBernstein

Valuation of consolidated company-sponsored investment funds' financial instruments by pricing observability levels as of December 31, 2021 and 2020 was as follows (in thousands):

26 unchanged sentences

Sales (7) (571)

Realized (losses) gains, net (99) 14

Unrealized (losses) gains, net (242) 143

Realized gains (losses), net 3 (99)

Unrealized (losses), net (11) (242)

Accrued discounts — 1

3 unchanged sentences

Realized and unrealized gains and losses on Level 3 financial instruments are recorded in investment gains and losses in the consolidated statements of income.

2021 Annual Report 105

Derivative Instruments

As of December 31, 2021 and 2020, the VIEs held $12.5 million and $3.7 million (net), respectively, of futures, forwards, options and swaps within their portfolios.

For the years ended December 31, 2020 and 2019, we recognized $0.6 million of losses and $3.3 million of gains, respectively, on these derivatives.

For the years ended December 31, 2021 and 2020, we recognized $0.7 million and $0.6 million of losses, respectively, on these derivatives.

These gains and losses are recognized in investment gains (losses) in the consolidated statements of income.

3 unchanged sentences

The VIEs report this cash collateral in the consolidated company-sponsored investment funds cash and cash equivalents in our consolidated statements of financial condition.

As of December 31, 2020 and 2019, the VOEs held $0.2 million and $0.7 million (net), respectively, of futures, forwards, options and swaps within their portfolios.

For the years ended December 31, 2020 and 2019, we recognized $0.2 million and $0.5 million of gains, respectively, on these derivatives.

As of December 31, 2021 and 2020, the VOEs held zero and $0.2 million (net), respectively, of futures, forwards, options and swaps within their portfolios.

For the years ended December 31, 2021 and 2020, we recognized zero and $0.2 million of gains, respectively, on these derivatives.

These gains and losses are recognized in the investment gains (losses) in the consolidated statements of income.

As of December 31, 2020 and 2019, the VOEs held zero and $0.5 million, respectively, of cash collateral payable to trade counterparties.

As of December 31, 2021 and 2020, the VOEs held no cash collateral payable to trade counterparties.

This obligation to return cash is reported in the liabilities of consolidated company-sponsored investment funds in our consolidated statements of financial condition.

As of December 31, 2020 and 2019, the VOEs delivered $0.1 million and $1.2 million, respectively, of cash collateral into brokerage accounts.

As of December 31, 2021 and 2020, the VOEs delivered zero and $0.1 million, respectively, of cash collateral into brokerage accounts.

The VOEs report this cash collateral in the consolidated company-sponsored investment funds cash and cash equivalents in our consolidated statements of financial condition.

10 unchanged sentences

Derivatives - VOEs $ 464 $ — $ 464 $ — $ — $ 464

AllianceBernstein

Offsetting of derivative liabilities of consolidated company-sponsored investment funds as of December 31, 2021 and 2020 was as follows:

Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Statement of Financial Condition Net Amounts of Liabilities Presented in the Statement of Financial Condition Financial

Amounts of Recognized Liabilities Gross Amounts Offset in the Statement of Financial Condition Net Amounts

of Liabilities Presented in the Statement of Financial Condition Financial

Instruments Cash Collateral

Pledged Net Amount

(in thousands)

7 unchanged sentences

Non-Consolidated VIEs

As of December 31, 2020, the net assets of company-sponsored investment products that are non-consolidated VIEs are approximately $73.4 billion, our maximum risk of loss is our investment of $7.1 million in these VIEs and our advisory fees receivable from these VIEs are $77.6 million.

As of December 31, 2021, the net assets of company-sponsored investment products that are non-consolidated VIEs are approximately $68.9 billion;

our maximum risk of loss is our investment of $8.8 million in these VIEs and our advisory fees receivable from these VIEs are $75.7 million.

As of December 31, 2020, the net assets of company-sponsored investment products that were non-consolidated VIEs was approximately $73.4 billion;

our maximum risk of loss was our investment of $7.1 million in these VIEs and our advisory fees receivable from these VIEs were $77.6 million.

SCB LLC is registered as a broker-dealer under the Exchange Act and is subject to the minimum net capital requirements imposed by the U.S.

12 unchanged sentences

In the normal course of business, brokerage activities involve the execution, settlement and financing of various customer securities trades, which may expose our broker-dealer operations to off-balance sheet risk by requiring us to purchase or sell securities at prevailing market prices in the event the customer is unable to fulfill its contractual obligations.

2021 Annual Report 107

Our customer securities activities are transacted on either a cash or margin basis.

In margin transactions, we extend credit to the customer, subject to various regulatory and internal margin requirements.

These transactions are collateralized by cash or

securities in the customer’s account.

These transactions are collateralized by cash or securities in the customer’s account.

In connection with these activities, we may execute and clear customer transactions involving the sale of securities not yet purchased.

35 unchanged sentences

Management, at the present time, has not determined the amount, if any, of additional future contributions that may be required.

AllianceBernstein

The Retirement Plan’s projected benefit obligation, fair value of plan assets and funded status (amounts recognized in the consolidated statements of financial condition) were as follows:

4 unchanged sentences

Interest cost 3,794 4,443

Actuarial loss (gain) 16,131 20,411

Plan settlements (5,803) —

Actuarial (gain) loss (4,447) 16,131

Benefits paid (2,806) (5,563)

4 unchanged sentences

Employer contribution — —

Plan settlements (5,803) —

Benefits paid (2,806) (5,563)

6 unchanged sentences

(in thousands)

Unrecognized net (loss) gain from experience different from that assumed and effects of changes and assumptions $ (4,089) $ (7,934) $ 1,870

Unrecognized net gain (loss) from experience different from that assumed and effects of changes and assumptions $ 15,858 $ (4,089) $ (7,934)

Prior service cost 24 24 24

1 unchanged sentence

Income tax (expense) benefit (87) (216) 312

Other comprehensive (loss) income $ (4,281) $ (7,598) $ 1,687

The loss of $4.3 million recognized in 2020 was primarily due to changes in the discount rate and lump sum interest rates ($16.7 million), offset by actual earnings exceeding expected earnings on plan assets ($10.4 million), changes in the mortality assumption ($1.0 million), the recognized actuarial loss ($1.4 million) and changes in the census data ($0.4 million).

Other comprehensive income (loss) $ 15,795 $ (4,281) $ (7,598)

The gain of $15.8 million recognized in 2021 was primarily due to actual earnings exceeding expected earnings on plan assets ($8.2 million), changes in the discount rate and lump sum interest rates of ($5.6 million), settlement loss recognized of ($2.0 million) and the recognized actuarial loss of ($1.5 million), offset by changes in the census data ($1.0 million) and changes in the mortality assumption ($0.2 million).

The gain of $1.7 million recognized in 2018 primarily was due to changes in the discount rate and lump sum interest rates ($9.7 million), the recognized actuarial loss ($1.1 million) and changes in the mortality assumption ($0.4 million), offset by actual earnings exceeding expected earnings on plan assets ($9.2 million), and changes in the census data ($0.2 million).

The loss of $7.6 million recognized in 2019 was primarily was due to changes in the discount rate and lump sum interest rates ($21.7 million), offset by actual earnings exceeding expected earnings on plan assets ($11.3 million), changes in the mortality assumption ($1.2 million), the recognized actuarial loss ($1.1 million) and changes in census data ($0.1 million).

2021 Annual Report 109

Foreign retirement plans and an individual's retirement plan maintained by AB are not material to AB's consolidated financial statements.

1 unchanged sentence

The reconciliation of the 2021 amounts recognized in other comprehensive income for the Retirement Plan as compared to the consolidated statement of comprehensive income ( "OCI Statement" ) is as follows:

Retirement Plan Retired Individual Plan Foreign Retirement Plans OCI Statement

Retirement Plan Retired Individual Plan Foreign Retirement Plans OCI

(in thousands)

Recognized actuarial (loss) gain $ (4,089) $ (56) $ (135) $ (4,280)

Recognized actuarial gain (loss) $ 15,858 $ 16 $ (131) $ 15,743

Amortization of prior service cost 24 — — 24

10 unchanged sentences

The amortization period over which we are amortizing the loss for the Retirement Plan from accumulated other comprehensive income is 28.7 years.

The estimated prior service cost and amortization of loss for the Retirement Plan that will be amortized from accumulated other comprehensive income over the next year are $24 thousand and $1.5 million, respectively.

The estimated prior service cost and amortization of loss for the Retirement Plan that will be amortized from accumulated other comprehensive income over the next year are $24,000 and $1.5 million, respectively.

The accumulated benefit obligation for the plan was $141.9 million and $151.1 million as of December 31, 2021 and 2020, respectively.

2 unchanged sentences

2027 - 2031 45,873

AllianceBernstein

Net expense under the Retirement Plan consisted of:

Year Ended December 31,

Years Ended December 31

2021 2020 2019

3 unchanged sentences

Amortization of prior service cost 24 24 24

Settlement loss recognized 2 — —

Recognized actuarial loss 1,447 1,386 1,146

14 unchanged sentences

The Retirement Plan’s asset allocation percentages consisted of:

Years Ended December 31

Equity 52 % 55 %

2 unchanged sentences

The objective of the investment program is to enhance the portfolio of the Retirement Plan through total return (capital appreciation and income), thereby promoting the ongoing ability of the plan to meet future liabilities and obligations, while minimizing the need for additional contributions.

The guidelines specify an allocation

weighting of 10% to 35% for liability hedging investments (target of 20%), 15% to 40% for return seeking investments (target of 27%), 5% to 35% for risk mitigating investments (target of 14%), 10% to 35% for diversifying investments (target of 21%) and 5% to 35% for dynamic asset allocation (target of 18%).

The guidelines specify an allocation weighting of 10% to 35% for liability hedging investments (target of 24%), 15% to 40% for return seeking investments (target of 27%), 5% to 35% for risk mitigating investments (target of 10%), 10% to 35% for diversifying investments (target of 21%) and 5% to 35% for dynamic asset allocation (target of 18%).

Investments in mutual funds, hedge funds (and other alternative investments), and other commingled investment vehicles are permitted under the guidelines.

1 unchanged sentence

See Note 9, Fair Value for a description of how we measure the fair value of our plan assets.

2021 Annual Report 111

The valuation of our Retirement Plan assets by pricing observability levels as of December 31, 2021 and 2020 was as follows (in thousands):

4 unchanged sentences

Fixed income mutual funds 17,477 — 17,477

Equity mutual fund 44,020 — — 44,020

Equity mutual funds 43,786 — 43,786

Equity securities 14,801 — — 14,801

7 unchanged sentences

Fixed income mutual funds 17,834 — — 17,834

Equity mutual fund 33,875 — — 33,875

Equity mutual funds 44,020 — — 44,020

Equity securities 14,376 — — 14,376

7 unchanged sentences

with additional non-U.S.

One fund invests in inflation-indexed fixed-income securities and similar bonds issued by non-U.S.

The second fund invests in inflation-indexed fixed-income securities and similar bonds issued by non-U.S.

governments and various commodities;

• seven equity mutual funds, four of which focus on U.S.-based equity securities of various capitalization sizes ranging from small to large capitalizations and diversified portfolios within those capitalization ranges;

and three funds that focus on non-U.S.

• six equity mutual funds in 2021 as compared to seven equity mutual funds in 2020;

four of which focus on U.S.-based equity securities of various capitalization sizes ranging from small to large capitalizations and diversified portfolios within those capitalization ranges;

and in 2021 two funds as compared to three funds in 2020, that focus on non-U.S.

based equity securities of various capitalization sizes ranging from small to large capitalizations and diversified portfolios therein across non-U.S.

• separate equity and fixed income mutual funds, which seek to moderate the volatility of equity and fixed income oriented asset allocation over the long term, as part of the overall asset allocation managed by AB;

• one separate equity income mutual fund, which seeks to moderate the volatility of equity oriented asset allocation over the long term, as part of the overall asset allocation managed by the Plan to deliver a long-term premium to the S&P 500 with greater consistency across a range of market environments.

• a multi-style, multi-cap integrated portfolio adding U.S.

equity diversification to its value and growth equity selections, designed to deliver a long-term premium to the S&P 500 with greater consistency across a range of market environments;

their assets among portfolio managers through portfolio funds that employ a broad range of investment strategies;

• investments measured at net asset value, including three hedge funds that seek to provide attractive risk-adjusted returns over full market cycles with less volatility than the broad equity markets by allocating all or substantially all of their assets among portfolio managers through portfolio funds that employ a broad range of investment strategies;

one private investment trust that invests primarily in equity securities of non-U.S.

5 unchanged sentences

See Note 2, "Summary of Significant Accounting Policies – Long-Term Incentive Compensation Plans" for a discussion of the award provisions.

AllianceBernstein

Under the Incentive Compensation Program, we made awards in 2021, 2020 and 2019 aggregating $184.1 million, $177.4 million and $175.5 million, respectively.

11 unchanged sentences

AB Holding Unit-based awards (including options) in respect of 31,890,916 AB Holding Units were available for grant under the 2017 Plan as of December 31, 2021.

As of December 31, 2020, no options to buy AB Holding Units had been granted and 24,444,406 AB Holding Units, net of withholding tax requirements, were subject to other AB Holding Unit awards made under the 2017 Plan or the AllianceBernstein 2010 Long Term Incentive Plan, as amended, an equity compensation plan with similar terms that was canceled on September 30, 2017.

AB Holding Unit-based awards (including options) in respect of 35,555,594 AB Holding Units were available for grant under the 2017 Plan as of December 31, 2020.

Option Awards

7 unchanged sentences

Term (Years) Aggregate

Value (in thousands)

Outstanding as of December 31, 2020 148,985 $ 23.61 1.2

1 unchanged sentence

Forfeited — —

Expired (5,182) 28.46

Outstanding as of December 31, 2021 5,774 $ 20.12 0.33 $ 165.8

5 unchanged sentences

As of December 31, 2021, there was no compensation expense related to unvested option grants not yet recognized in the consolidated statement of income.

2021 Annual Report 113

Restricted AB Holding Unit Awards

7 unchanged sentences

Weighted Average Grant Date Fair Value $ 44.29 $ 23.69 $ 29.33

$ 23.69 $ 29.33 $ 26.90

Compensation Expense (in millions) $ 1.6 $ 1.2 $ 1.3

(1) Prior period amounts have been adjusted to conform with current period presentation.

On April 28, 2017, Seth P.

2 unchanged sentences

Bernstein was granted restricted AB Holding Units with a grant date fair value of $3.5 million (164,706 AB Holding Units based on the $21.25 grant date AB Holding Unit price on May 16, 2017) and a four-year service requirement.

Bernstein's restricted AB Holding Units vest ratably on each of the first four anniversaries of his commencement date and will be delivered to Mr.

Bernstein as soon as administratively feasible after May 1, 2021, subject to accelerated vesting clauses in his employment agreement.

We recorded compensation expense relating to Mr.

Bernstein's restricted AB Holding Unit grants of $0.9 million for each of the years ended December 31, 2020, 2019 and 2018, respectively.

Bernstein's restricted AB Holding Units vested ratably on each of the first four anniversaries of his commencement date and were delivered to Mr.

Bernstein on or about May 1, 2021.

These AB Holding Units were subject to accelerated vesting clauses in his employment agreement.

Compensation expense related to Mr.

Bernstein's restricted AB Holding Unit grant was $0.3 million for the year ended December 31, 2021 and $0.9 million for each of the years ended December 31, 2020 and 2019, respectively.

Bernstein's award granted in connection with his appointment as CEO was fully amortized as of December 31, 2021.

Under the Incentive Compensation Program, we awarded 3.5 million restricted AB Holding Units in 2021 (which included 3.3 million restricted AB Holding Units in December for the 2021 year-end awards as well as 0.2 million additional restricted AB Holding Units granted earlier during the year relating to the 2020 year-end awards), with grant date fair values per restricted AB Holding Unit ranging between $32.10 to $50.94.

1 unchanged sentence

We awarded 5.8 million restricted AB Holding Units in 2019 (which included 5.4 million restricted AB Holding Units in December for the 2019 year-end awards as well as 0.4 million additional restricted AB Holding Units granted earlier during the year related to the 2018 year-end awards), with grant date fair values per restricted AB Holding Unit ranging between $26.69 to $30.01.

Restricted AB Holding Units awarded under the Incentive Compensation Program generally vest in 25% increments on December 1 st of each of the four years immediately following the year in which the award is granted.

Restricted AB Holding Units awarded under the Incentive Compensation Program in 2020 and years prior generally vested in 25% increments on December 1 st of each of the four years immediately following the year in which the award was granted.

Awards granted in 2021 and subsequent years generally will vest in 33.3% increments on December 1st of each of the three years immediately following the year in which the award is granted.

We also award restricted AB Holding Units in connection with certain employment and separation agreements, as well as relocation-related performance awards, with vesting schedules ranging between two and five years.

5 unchanged sentences

Compensation Expense $ 40.9 $ 32.1 $ 36.7

AllianceBernstein

The fair value of the restricted AB Holding Units is amortized over the requisite service period as compensation expense.

29 unchanged sentences

If AB Units were considered readily tradable, AB’s net income would be subject to federal and state corporate income tax, significantly reducing its quarterly distributions to AB Holding.

Furthermore, should AB enter into a substantial new line of business, AB Holding, by virtue of its ownership of AB, would lose its status as a “grandfathered” publicly-traded partnership and would become subject to corporate income tax, which would reduce materially AB Holding’s net income and its quarterly distributions to AB Holding Unitholders.

Furthermore, should AB enter into a substantial new line of business, AB Holding, by virtue of its ownership of AB, would lose its status as a publicly-traded partnership and would become subject to corporate income tax, which would reduce materially AB Holding’s net income and its quarterly distributions to AB Holding Unitholders.

2021 Annual Report 115

Earnings before income taxes and income tax expense consist of:

22 unchanged sentences

Foreign subsidiaries taxed at different rates 43,019 3.5 33,969 3.7 26,719 3.3

2017 Tax Act — — — — 1,155 0.1

FIN 48 reserve (release) — — (1,886) (0.2) 2,765 0.3

8 unchanged sentences

In making this assessment, we assume that the taxing authority will examine the tax position and have full knowledge of all relevant information.

AllianceBernstein

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

11 unchanged sentences

Interest and penalties, if any, relating to tax positions are recorded in income tax expense on the consolidated statements of income.

The total amount of interest expense recorded in income tax expense (credit) during 2020, 2019 and 2018 was $(0.4) million, $0.7 million and $0.1 million, respectively.

As of December 31, 2020, there is no accrued interest recorded on the consolidated statements of financial condition.

The total amount of accrued interest recorded on the consolidated statements of financial condition as of December 31, 2019 and 2018 was $1.1 million and $0.3 million, respectively.

There were no penalties accrued as of December 31, 2020.

There was $0.2 million of penalties accrued as of December 31, 2019 and there were no accrued penalties as of December 31, 2018.

There was no interest expense recorded in 2021.

The total amount of interest expense recorded in income tax expense (credit) during 2020 and 2019 was, $(0.4) million and $0.7 million, respectively.

As of December 31, 2021 and 2020, there is no accrued interest recorded on the consolidated statements of financial condition.

The total amount of accrued interest recorded as of December 31, 2019 was $1.1 million.

There were no penalties as of December 31, 2021 and 2020.

There were $0.2 million of penalties accrued as of December 31, 2019.

Generally, the company is no longer subject to U.S.

federal, state or local income tax examinations by tax authorities for any year prior to 2016, except as set forth below.

As a result of the settlement of the New York City UBT tax audit for the years 2013 through 2016, the gross unrecognized tax benefit was reduced by approximately $2.9 million.

The company also reduced the amount of accrued interest and penalties by $1.3 million.

federal, state or local income tax examinations by tax authorities for any year prior to 2017.

During the fourth quarter of 2020, the City of New York notified us of an examination of AB's UBT returns for the years 2017 through 2019.

3 unchanged sentences

Years that remain open and may be subject to examination vary under local law and range from one to seven years.

At December 31, 2020, it is not reasonably possible that any of our unrecognized tax benefits will change within the next twelve months due to completion of tax authority exams.

At December 31, 2021, it is not reasonably possible that any of our unrecognized tax benefits will change within the next 12 months due to completion of tax authority exams.

2021 Annual Report 117

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The tax effect of significant items comprising the net deferred tax asset (liability) is as follows:

Years Ended December 31

(in thousands)

27 unchanged sentences

At existing applicable income tax rates, additional taxes of approximately $6.4 million would need to be paid if such earnings are remitted.

AllianceBernstein

Business Segment Information

13 unchanged sentences

Net revenues $ 4,441,602 $ 3,708,536 $ 3,518,432

Our AllianceBernstein Global High Yield Portfolio, an open-end fund incorporated in Luxembourg (ACATEUH:

LX), generated approximately 8%, 9% and 10% of our investment advisory and service fees and 8%, 9% and 10% of our net revenues during 2020, 2019 and 2018, respectively.

No individual fund accounted for more than 10% of our investment advisory and service fees and our net revenues during 2021, 2020 and 2019.

Geographic Information

16 unchanged sentences

EQH and the general and separate accounts of Equitable Financial Life Insurance Company (" Equitable Financial ") (including investments by the separate accounts of Equitable Financial in the funding vehicle EQ Advisors Trust) accounted for approximately 3% of our total revenues for each of the years ended December 31, 2021, 2020 and 2019.

AXA and its subsidiaries accounted for approximately 2% of our total revenues for each of the years ended December 31, 2020, 2019 and 2018.

No single institutional client other than EQH, AXA and their respective subsidiaries accounted for more than 1% of our total revenues for the years ended December 31, 2020, 2019 and 2018.

No single institutional client other than EQH and its subsidiaries accounted for more than 2% of our total revenues for the years ended December 31, 2021, 2020 and 2019.

2021 Annual Report 119

Related Party Transactions

12 unchanged sentences

$ 2,375,944 $ 1,972,531 $ 1,799,541

EQH, AXA and their respective Subsidiaries

We provide investment management and certain administration services to EQH, AXA and their respective subsidiaries.

In addition, EQH, AXA and their respective subsidiaries distribute company-sponsored mutual funds, for which they receive commissions and distribution payments.

Also, we are covered by various insurance policies maintained by EQH and we pay fees for technology and other services provided by EQH, AXA and their respective subsidiaries.

EQH and its Subsidiaries

We provide investment management and certain administration services to EQH and its subsidiaries.

In addition, EQH and its subsidiaries distribute company-sponsored mutual funds, for which they receive commissions and distribution payments.

Also, we are covered by various insurance policies maintained by EQH and we pay fees for technology and other services provided by EQH and its subsidiaries.

Additionally, see Note 12, Debt , for disclosures related to our credit facility with EQH.

Aggregate amounts included in the consolidated financial statements for transactions with EQH, AXA and their respective subsidiaries, as of and for the years ended December 31, are as follows:

Aggregate amounts included in the consolidated financial statements for transactions with EQH and its subsidiaries, as of and for the years ended December 31, are as follows:

2021 2020 2019

1 unchanged sentence

Investment advisory and services fees $ 133,074 $ 115,901 $ 109,316

Bernstein Research Services — — — 23 45 134

Distribution revenues — — — 12,925 12,968 13,897

Other revenues 675 1,330 1,013

2 unchanged sentences

General and administrative 2,373 2,281 2,466

5,463 3,644 1,485 — — —

Other 3,953 5,463 3,644

$ 10,876 $ 11,696 $ 10,066

2 unchanged sentences

Prepaid expenses 545 404

Other due to EQH, AXA and their respective subsidiaries (1,280) (2,111) (4,703) (5,234)

Other due to EQH and its subsidiaries (1,534) (1,280)

EQH Facility (755,000) (675,000)

$ (747,382) $ (667,533)

(1) Prior period EQH 2019 is now presented to conform to current periods presentation.

AllianceBernstein

Other Related Parties

1 unchanged sentence

The net receivable balance included in the consolidated statements of financial condition as of December 31, 2021 and 2020 was $11.2 million and $10.2 million, respectively.

Related Party Master Repurchase Agreement

During April 2020, we provided a $125 million credit facility, through a Master Repurchase Agreement (" MRA "), to one of our sponsored private investment funds, of which $30 million was drawn upon as of April 28, 2020 and repaid in full in May 2020.

No additional amounts were drawn during the remainder of 2020.

The amounts drawn upon the MRA, which were payable on demand, were collateralized by assets of the fund, could have been repaid at any time prior to maturity and bore interest based upon the interest rate established at the time of each borrowing.

This credit facility expired on December 31, 2020.

Non-controlling Interests

2 unchanged sentences

(in thousands)

Non-redeemable non-controlling interests:

Consolidated company-sponsored investment funds $ — $ — $ (119)

Other — 92 188

Total non-redeemable non-controlling interest — 92 69

Non-redeemable non-controlling interest $ 100 $ — $ 92

Redeemable non-controlling interests:

5 unchanged sentences

Total redeemable non-controlling interest $ 421,169 $ 102,359

Quarterly Financial Data (Unaudited)

Quarters Ended 2020

December 31 September 30 June 30 March 31

(in thousands, except per unit amounts)

Net revenues $ 1,062,893 $ 900,038 $ 871,449 $ 874,156

Net income attributable to AB Unitholders $ 286,335 $ 207,976 $ 177,321 $ 194,320

Basic net income per AB Unit (1)

$ 1.06 $ 0.77 $ 0.65 $ 0.71

Diluted net income per AB Unit (1)

$ 1.06 $ 0.77 $ 0.65 $ 0.71

Cash distributions per AB Unit (2)(3)

$ 1.05 $ 0.76 $ 0.68 $ 0.71

Quarters Ended 2019

December 31 September 30 June 30 March 31

(in thousands, except per unit amounts)

Net revenues $ 987,304 $ 877,867 $ 857,799 $ 795,462

Net income attributable to AB Unitholders $ 248,865 $ 187,811 $ 166,252 $ 149,114

Basic net income per AB Unit (1)

$ 0.92 $ 0.69 $ 0.61 $ 0.55

Diluted net income per AB Unit (1)

$ 0.92 $ 0.69 $ 0.61 $ 0.55

Cash distributions per AB Unit (2)(3)

$ 0.93 $ 0.70 $ 0.63 $ 0.56

(1) Basic and diluted net income per unit are computed independently for each of the periods presented.

Accordingly, the sum of the quarterly net income per unit amounts may not agree to the total for the year.

(2) Declared and paid during the following quarter.

(3) Cash distributions reflect the impact of our non-GAAP adjustments.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

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-K

Item 8. Financial Statements and Supplementary Data