ALLIANCEBERNSTEIN HOLDING L.P. 10-Q

Item 1. Financial Statements ALLIANCEBERNSTEIN HOLDING L.P. Condensed Statements of Financial Condition (in thousands, except unit amounts) (unaudited) September 30, 2022 December 31, 2021 ASSETS Investment in AB $ 1,570,356 $ 1,623,764 Due from AB 419,357 — Total assets $ 1,989,713 $ 1,623,764 LIABILITIES AND PARTNERS’ CAPITAL Liabilities: Acquisition-related liabilities $ 419,357 $ — Other liabilities 609 2,140 Total liabilities 419,966 2,140 Commitments and contingencies ( See Note 8 ) Partners’ capital: General Partner: 100,000 general partnership units issued and outstanding 1,361 1,439 Limited partners: 100,301,044 and 99,171,727 limited partnership units issued and outstanding 1,668,349 1,696,199 AB Holding Units held by AB to fund long-term incentive compensation plans ( 40,164 ) ( 43,309 ) Accumulated other comprehensive loss ( 59,799 ) ( 32,705 ) Total partners’ capital 1,569,747 1,621,624 Total liabilities and partners’ capital $ 1,989,713 $ 1,623,764 See Accompanying Notes to Condensed Financial Statements. 1 Index ALLIANCEBERNSTEIN HOLDING L.P. Condensed Statements of Income (in thousands, except per unit amounts) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Equity in net income attributable to AB Unitholders $ 63,905 $ 95,921 $ 233,616 $ 282,235 Income taxes 7,589 7,245 23,231 21,555 Net income $ 56,316 $ 88,676 $ 210,385 $ 260,680 Net income per unit: Basic $ 0.56 $ 0.89 $ 2.11 $ 2.61 Diluted $ 0.56 $ 0.89 $ 2.11 $ 2.61 See Accompanying Notes to Condensed Financial Statements. 2 Index ALLIANCEBERNSTEIN HOLDING L.P. Condensed Statements of Comprehensive Income (in thousands) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income $ 56,316 $ 88,676 $ 210,385 $ 260,680 Other comprehensive (loss): Foreign currency translation adjustments, before tax ( 11,574 ) ( 3,379 ) ( 27,875 ) ( 5,302 ) Income tax benefit 284 99 544 90 Foreign currency translation adjustments, net of tax ( 11,290 ) ( 3,280 ) ( 27,331 ) ( 5,212 ) Changes in employee benefit related items: Amortization of prior service cost ( 4 ) 4 4 6 Recognized actuarial (loss) gain ( 204 ) 264 237 202 Changes in employee benefit related items ( 208 ) 268 241 208 Income tax benefit (expense) 3 ( 2 ) ( 4 ) ( 1 ) Employee (expense) benefit related items, net of tax ( 205 ) 266 237 207 Other comprehensive (loss) ( 11,495 ) ( 3,014 ) ( 27,094 ) ( 5,005 ) Comprehensive income $ 44,821 $ 85,662 $ 183,291 $ 255,675 See Accompanying Notes to Condensed Financial Statements. 3 Index ALLIANCEBERNSTEIN HOLDING L.P. Condensed Statements of Changes in Partners’ Capital (in thousands) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 General Partner’s Capital Balance, beginning of period $ 1,376 $ 1,403 $ 1,439 $ 1,410 Net income 56 89 212 260 Cash distributions to Unitholders ( 71 ) ( 90 ) ( 290 ) ( 268 ) Balance, end of period 1,361 1,402 1,361 1,402 Limited Partners’ Capital Balance, beginning of period 1,552,011 1,689,671 1,696,199 1,656,816 Net income 56,260 88,587 210,173 260,420 Cash distributions to Unitholders ( 71,269 ) ( 90,478 ) ( 288,698 ) ( 269,608 ) Retirement of AB Holding Units ( 2,487 ) ( 54,235 ) ( 114,794 ) ( 124,923 ) Issuance of AB Holding Units to fund long-term incentive compensation plan awards 995 1,074 32,452 108,512 Issuance of AB Holding Units to fund CarVal acquisition 132,839 — 132,839 — Exercise of compensatory options to buy AB Holding Units — — 178 3,402 Balance, end of period 1,668,349 1,634,619 1,668,349 1,634,619 AB Holding Units held by AB to fund long-term incentive compensation plans Balance, beginning of period ( 43,546 ) ( 50,989 ) ( 43,309 ) ( 20,171 ) Change in AB Holding Units held by AB to fund long-term incentive compensation plans 3,382 3,530 3,145 ( 27,288 ) Balance, end of period ( 40,164 ) ( 47,459 ) ( 40,164 ) ( 47,459 ) Accumulated Other Comprehensive (Loss) Balance, beginning of period ( 48,304 ) ( 35,889 ) ( 32,705 ) ( 33,898 ) Foreign currency translation adjustment, net of tax ( 11,290 ) ( 3,280 ) ( 27,331 ) ( 5,212 ) Changes in employee benefit related items, net of tax ( 205 ) 266 237 207 Balance, end of period ( 59,799 ) ( 38,903 ) ( 59,799 ) ( 38,903 ) Total Partners’ Capital $ 1,569,747 $ 1,549,659 $ 1,569,747 $ 1,549,659 See Accompanying Notes to Condensed Financial Statements. 4 Index ALLIANCEBERNSTEIN HOLDING L.P. Condensed Statements of Cash Flows (in thousands) (unaudited) Nine Months Ended September 30, 2022 2021 Cash flows from operating activities: Net income $ 210,385 $ 260,680 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net income attributable to AB Unitholders ( 233,616 ) ( 282,235 ) Cash distributions received from AB 313,438 290,773 Changes in assets and liabilities: Decrease in other assets — 92 (Decrease) in other liabilities ( 1,531 ) ( 1,348 ) Net cash provided by operating activities 288,676 267,962 Cash flows from investing activities: Acquisition of business, net cash acquired 40,777 — Contribution of CarVal to AB ( 40,777 ) — Investments in AB with proceeds from exercise of compensatory options to buy AB Holding Units ( 178 ) ( 3,402 ) Net cash used in investing activities ( 178 ) ( 3,402 ) Cash flows from financing activities: Cash distributions to Unitholders ( 288,988 ) ( 269,876 ) Capital contributions from AB 312 1,914 Proceeds from exercise of compensatory options to buy AB Holding Units 178 3,402 Net cash used in financing activities ( 288,498 ) ( 264,560 ) Change in cash and cash equivalents — — Cash and cash equivalents as of beginning of period — — Cash and cash equivalents as of end of period $ — $ — Non-cash investing activities: Fair value of assets acquired (less cash acquired of $ 40.8 million) $ 1,052,062 $ — Fair value of liabilities assumed 300,381 — Fair value of redeemable non-controlling interest assumed 13,191 — Fair value of assets contributed to AB (less cash acquired of $ 40.8 million) ( 1,052,062 ) — Fair value of liabilities contributed to AB ( 300,381 ) — Fair value of redeemable non-controlling interest contributed to AB ( 13,191 ) — Non-cash financing activities: Payables recorded under contingent payment arrangements 227,071 — Equity consideration issued/to be issued in connection with acquisition 552,196 — Payables contributed to AB under contingent payment arrangements ( 227,071 ) — Equity consideration received/to be received from AB in connection with acquisition ( 552,196 ) — See Accompanying Notes to Condensed Financial Statements. 5 Index ALLIANCEBERNSTEIN HOLDING L.P. Notes to Condensed Financial Statements September 30, 2022 (unaudited) The words “we” and “our” refer collectively to AllianceBernstein Holding L.P. (“AB Holding”) and AllianceBernstein L.P. and its subsidiaries (“AB”), or to their officers and employees. Similarly, the word “company” refers to both AB Holding and AB. Where the context requires distinguishing between AB Holding and AB, we identify which of them is being discussed. These statements should be read in conjunction with the audited consolidated financial statements included in the Form 10-K for the year ended December 31, 2021. 1. Business Description, Organization and Basis of Presentation Business Description AB Holding’s principal source of income and cash flow is attributable to its investment in AB limited partnership interests. The condensed financial statements and notes of AB Holding should be read in conjunction with the condensed consolidated financial statements and notes of AB included as an exhibit to this quarterly report on Form 10-Q and with AB Holding’s and AB’s audited financial statements included in AB Holding’s Form 10-K for the year ended December 31, 2021. AB provides diversified investment management, research and related services globally to a broad range of clients. Its principal services include: • Institutional Services – servicing its institutional clients, including private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and affiliates such as Equitable Holdings, Inc. ("EQH") and its subsidiaries, by means of separately-managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles. • Retail Services – servicing its retail clients, primarily by means of retail mutual funds sponsored by AB or an affiliated company, sub-advisory relationships with mutual funds sponsored by third parties, separately-managed account programs sponsored by financial intermediaries worldwide and other investment vehicles. • Private Wealth Services – servicing its private clients, including high-net-worth individuals and families, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities, by means of separately-managed accounts, hedge funds, mutual funds and other investment vehicles. • Bernstein Research Services – servicing institutional investors, such as pension fund, hedge fund and mutual fund managers, seeking high-quality fundamental research, quantitative services and brokerage-related services in equities and listed options. AB also provides distribution, shareholder servicing, transfer agency services and administrative services to the mutual funds it sponsors. AB’s high-quality, in-depth research is the foundation of its business. AB’s research disciplines include economic, fundamental equity, fixed income and quantitative research. In addition, AB has expertise in multi-asset strategies, wealth management, environmental, social and corporate governance ("ESG"), and alternative investments. AB provides a broad range of investment services with expertise in: • Actively-managed equity strategies, with global and regional portfolios across capitalization ranges, concentration ranges and investment strategies, including value, growth and core equities; • Actively-managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies; • Alternative investments, including hedge funds, fund of funds, direct lending and private equity; • Multi-asset solutions and services, including dynamic asset allocation, customized target-date funds and target-risk funds; and 6 Index • Some passive management, including index and enhanced index strategies. Organization As of September 30, 2022, EQH owned approximately 4.0 % of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“AB Holding Units”). AllianceBernstein Corporation (an indirect wholly-owned subsidiary of EQH, “General Partner”) is the general partner of both AB Holding and AB. AllianceBernstein Corporation owns 100,000 general partnership units in AB Holding and a 1.0 % general partnership interest in AB. As of September 30, 2022, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows: EQH and its subsidiaries 62.8 % AB Holding 36.5 Unaffiliated holders 0.7 100.0 % Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 64.3 % economic interest in AB as of September 30, 2022. Basis of Presentation The interim condensed financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the interim results, have been made. The preparation of the condensed financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the condensed financial statements and the reported amounts of revenues and expenses during the interim reporting periods. Actual results could differ from those estimates. The condensed statement of financial condition as of December 31, 2021 was derived from audited financial statements. Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under principles generally accepted in the United States of America ("GAAP") and the rules of the SEC. AB Holding records its investment in AB using the equity method of accounting. AB Holding’s investment is increased to reflect its proportionate share of income of AB and decreased to reflect its proportionate share of losses of AB and cash distributions made by AB to its Unitholders. In addition, AB Holding's investment is adjusted to reflect its proportionate share of certain capital transactions of AB. Subsequent Events We have evaluated subsequent events through the date that these financial statements were filed with the SEC and did not identify any subsequent events that would require disclosure in these financial statements. 2. Cash Distributions AB Holding is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Agreement of Limited Partnership of AB Holding (“AB Holding Partnership Agreement”), to its Unitholders pro rata in accordance with their percentage interests in AB Holding. Available Cash Flow is defined as the cash distributions AB Holding receives from AB minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB Holding for use in its business (such as the payment of taxes) or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow. On October 28, 2022, the General Partner declared a distribution of $ 0.64 per unit, representing a distribution of Available Cash Flow for the three months ended September 30, 2022. Each general partnership unit in AB Holding is entitled to receive distributions equal to those received by each AB Holding Unit. The distribution is payable on November 23, 2022 to holders of record at the close of business on November 7, 2022. 7 Index 3. Long-term Incentive Compensation Plans AB maintains several unfunded, non-qualified long-term incentive compensation plans, under which the company grants awards of restricted AB Holding Units to its employees and members of the Board of Directors, who are not employed by AB or by any of AB’s affiliates (“Eligible Directors”). AB funds its restricted AB Holding Unit awards either by purchasing AB Holding Units on the open market or purchasing newly-issued AB Holding Units from AB Holding, and then keeping these AB Holding Units in a consolidated rabbi trust until delivering them or retiring them. In accordance with the AB Holding Partnership Agreement, when AB purchases newly-issued AB Holding Units from AB Holding, AB Holding is required to use the proceeds it receives from AB to purchase the equivalent number of newly-issued AB Units, thus increasing its percentage ownership interest in AB. AB Holding Units held in the consolidated rabbi trust are corporate assets in the name of the trust and are available to the general creditors of AB. Repurchases of AB Holding Units for the three and nine months ended September 30, 2022 and 2021 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in millions) Total amount of AB Holding Units Purchased/Retained (1) — 1.0 2.6 2.9 Total Cash Paid for AB Holding Units Purchased/Retained (1) $ 1.0 $ 50.0 $ 107.7 $ 125.7 Open Market Purchases of AB Holding Units Purchased (1) — 0.9 2.3 2.3 Total Cash Paid for Open Market Purchases of AB Holding Units (1) $ — $ 44.9 $ 92.7 $ 103.7 (1) Purchased on a trade date basis. The difference between open-market purchases and units retained reflects the retention of AB Holding Units from employees to fulfill statutory tax withholding requirements at the time of delivery of long-term incentive compensation awards. Each quarter, AB considers whether to implement a plan to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). A plan of this type allows a company to repurchase its shares at times when it otherwise might be prevented from doing so because of self-imposed trading blackout periods or because it possesses material non-public information. Each broker selected by AB has the authority under the terms and limitations specified in the plan to repurchase AB Holding Units on AB’s behalf. Repurchases are subject to regulations promulgated by the SEC as well as certain price, market volume and timing constraints specified in the plan. We did not adopt a plan during the third quarter of 2022. AB may adopt additional plans in the future to engage in open-market purchases of AB Holding Units to help fund anticipated obligations under its incentive compensation award program and for other corporate purposes. During the first nine months of 2022 and 2021, AB awarded to employees and Eligible Directors 0.8 million and 3.6 million restricted AB Holding Unit awards, respectively. AB used AB Holding Units repurchased during the applicable period and newly-issued AB Holding Units to fund these restricted AB Holding Unit awards. During the first nine months of 2022 and 2021, AB Holding issued 5,774 and 143,211 AB Holding Units, respectively. AB Holding used the proceeds of $ 0.1 million and $ 3.4 million, respectively, received from award recipients as payment in cash for the exercise price to purchase the equivalent number of newly-issued AB Units. 4. Net Income per Unit Basic net income per unit is derived by dividing net income by the basic weighted average number of units outstanding for each period. Diluted net income per unit is derived by adjusting net income for the assumed dilutive effect of compensatory options (“Net income – diluted”) and dividing by the diluted weighted average number of units outstanding for each period. 8 Index Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands, except per unit amounts) Net income – basic $ 56,316 $ 88,676 $ 210,385 $ 260,680 Additional allocation of equity in net income attributable to AB resulting from assumed dilutive effect of compensatory options — 2 2 26 Net income – diluted $ 56,316 $ 88,678 $ 210,387 $ 260,706 Weighted average units outstanding – basic 100,466 99,410 99,494 99,903 Dilutive effect of compensatory options — 3 2 14 Weighted average units outstanding – diluted 100,466 99,413 99,496 99,917 Basic net income per unit $ 0.56 $ 0.89 $ 2.11 $ 2.61 Diluted net income per unit $ 0.56 $ 0.89 $ 2.11 $ 2.61 There were no anti-dilutive options excluded from diluted net income in the three and nine months ended September 30, 2022 or 2021. 5. Investment in AB Changes in AB Holding’s investment in AB during the nine-month period ended September 30, 2022 are as follows (in thousands): Investment in AB as of December 31, 2021 $ 1,623,764 Equity in net income attributable to AB Unitholders 233,616 Changes in accumulated other comprehensive (loss) ( 27,094 ) Cash distributions received from AB ( 313,438 ) Additional investments with proceeds from exercise of compensatory options to buy AB Holding Units 178 Capital contributions (from) AB ( 312 ) AB Holding Units retired ( 114,794 ) AB Holding Units issued to fund long-term incentive compensation plans 32,452 AB Holding Units issued to fund CarVal acquisition 132,839 Change in AB Holding Units held by AB for long-term incentive compensation plans 3,145 Investment in AB as of September 30, 2022 $ 1,570,356 6. Units Outstanding Changes in AB Holding Units outstanding during the nine-month period ended September 30, 2022 are as follows: Outstanding as of December 31, 2021 99,271,727 Options exercised 5,774 Units issued 3,926,169 Units retired ( 2,802,626 ) Outstanding as of September 30, 2022 100,401,044 9 Index 7. 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. AB Holding’s partnership gross income is derived from its interest in AB. AB Holding’s federal income tax is computed by multiplying certain AB qualifying revenues (primarily U.S. investment advisory fees, research payments and brokerage commissions) by AB Holding’s ownership interest in AB, multiplied by the 3.5 % tax rate. AB Holding Units in AB’s consolidated rabbi trust are not considered outstanding for purposes of calculating AB Holding’s ownership interest in AB. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 % Change 2022 2021 % Change (in thousands) Net income attributable to AB Unitholders $ 175,180 $ 264,695 ( 33.8 ) % $ 644,676 $ 776,396 ( 17.0 ) % Multiplied by: weighted average equity ownership interest 36.5 % 36.2 % 36.2 % 36.4 % Equity in net income attributable to AB Unitholders $ 63,905 $ 95,921 ( 33.4 ) $ 233,616 $ 282,235 ( 17.2 ) AB qualifying revenues $ 678,682 $ 669,232 1.4 $ 2,089,206 $ 1,956,095 6.8 Multiplied by: weighted average equity ownership interest for calculating tax 31.3 % 30.2 % 31.1 % 30.6 % Multiplied by: federal tax 3.5 % 3.5 % 3.5 % 3.5 % Federal income taxes 7,442 7,073 22,748 20,977 State income taxes 147 172 483 578 Total income taxes $ 7,589 $ 7,245 4.7 $ 23,231 $ 21,555 7.8 Effective tax rate 11.9 % 7.6 % 9.9 % 7.6 % 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) engage in 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. 8. Commitments and Contingencies Legal and regulatory matters described below pertain to AB and are included here due to their potential significance to AB Holding's investment in AB. With respect to all significant litigation matters, we consider the likelihood of a negative outcome. If we determine the likelihood of a negative outcome is probable and the amount of the loss can be reasonably estimated, we record an estimated loss for the expected outcome of the litigation. If the likelihood of a negative outcome is reasonably possible and we can determine an estimate of the possible loss or range of loss in excess of amounts already accrued, if any, we disclose that fact together with the estimate of the possible loss or range of loss. However, it is often difficult to predict the outcome or estimate a possible loss or range of loss because litigation is subject to inherent uncertainties, particularly when plaintiffs allege substantial or indeterminate damages. Such is also the case when the litigation is in its early stages or when the litigation is highly complex or broad in scope. In these cases, we disclose that we are unable to predict the outcome or estimate a possible loss or range of loss. AB may be involved in various matters, including regulatory inquiries, administrative proceedings and litigation, some of which may allege significant damages. It is reasonably possible that AB could incur losses pertaining to these matters, but management cannot currently estimate any such losses. 10 Index 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. However, any inquiry, proceeding or litigation has the element of uncertainty; 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. 9. Acquisition On July 1, 2022, AB Holding acquired a 100 % ownership interest in CarVal Investors L.P. (“CarVal”), a global private alternatives investment manager primarily focused on opportunistic and distressed credit, renewable energy infrastructure, specialty finance and transportation investments that, as of the acquisition date, constituted approximately $ 12.2 billion in AUM. Immediately following the acquisition of CarVal by AB Holding, AB Holding contributed 100 % of its equity interests in CarVal to AB in exchange for AB Units and a receivable for future consideration to be paid. Post-acquisition, CarVal was rebranded AB CarVal Investors (“AB CarVal”). On the acquisition date, AB Holding issued approximately 3.2 million AB Holding Units (with a fair value of $ 132.8 million) and recorded a $ 419.4 million receivable for the issuance of additional AB Holding Units in exchange for AB Units on November 1, 2022 and associated liability to CarVal for $ 419.4 million. AB Holding immediately contributed 100 % of its equity interests in CarVal to AB. AB received 100 % equity interest in CarVal from AB Holding and issued approximately 3.2 million AB Units (with a fair value of $ 132.8 million) and recorded a $ 419.4 million liability payable to AB Holding for the issuance of additional AB Units on November 1, 2022. AB also recorded a contingent consideration payable of $ 227.1 million (to be paid predominantly in AB Units) based on CarVal achieving certain performance objectives over a six-year period ending December 31, 2027. The AB Units, as discussed above , were issued, or will be issued, to AB Holding; AB Holding then issued, or will issue, the equal amount of AB Holding Units to CarVal. The excess of the purchase price over the current fair value of identifiable net liabilities acquired of $ 156.1 million, net cash acquired of $ 40.8 million, resulted in the recognition of $ 632.4 million of goodwill and the recording of $ 303.0 million of finite-lived intangible assets primarily relating to investment management contracts and investor relationships with useful lives ranging from 5 to 10 years. As a result of the transfer of equity to AB, AB recorded a net deferred tax asset of $ 4.8 million, resulting in the recognition of $ 627.6 million of goodwill. The goodwill recorded is not deductible for tax purposes as the CarVal acquisition was an investment in a partnership. 11 Index The following table summarizes the amounts of identified assets acquired and liabilities assumed at the acquisition date, as well as the consideration transferred to acquire CarVal (in thousands): Summary of purchase consideration: Fair value of AB Holding units issued $ 552,196 Fair value of contingent consideration 227,071 Total purchase consideration 779,267 Purchase price allocation: Assets acquired: Cash and cash equivalents $ 40,777 Receivables, net 82,523 Investments - other 947 Furniture, equipment, and leasehold improvements, net 2,464 Right-of-use assets 16,482 Other assets 14,230 Intangible assets 303,000 Goodwill 632,416 Total assets acquired 1,092,839 Liabilities assumed: Accounts payable and accrued expenses ( 33,134 ) Accrued compensation and benefits ( 208,015 ) Debt ( 42,661 ) Lease liabilities ( 16,571 ) Non-redeemable non-controlling interests in consolidated entities ( 13,191 ) Total liabilities assumed ( 313,572 ) Net assets acquired $ 779,267 The CarVal acquisition has not had a significant impact on our 2022 revenues and earnings. As a result, we have not provided supplemental pro forma financial information. 12 Index