What changed in this filing

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Item 1. Financial Statements

2023-07-27 compared with 2023-04-26 · 46 added, 33 removed, 226 unchanged (26% of the section changed)

25 unchanged sentences

(in thousands, except per unit amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

Equity in net income attributable to AB Unitholders $ 69,121 $ 75,358 $ 145,503 $ 169,711

8 unchanged sentences

(in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

Net income $ 60,558 $ 68,141 $ 127,995 $ 154,069

15 unchanged sentences

(in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

General Partner’s Capital

9 unchanged sentences

Issuance of AB Holding Units to fund long-term incentive compensation plan awards 4,241 4,095 7,687 31,457

Exercise of compensatory options to buy AB Holding Units — 178 — 178

Balance, end of period 2,124,142 1,552,011 2,124,142 1,552,011

13 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

7 unchanged sentences

Net cash provided by operating activities 152,316 218,021

Cash flows from investing activities:

Investments in AB with proceeds from exercise of compensatory options to buy AB Holding Units — ( 178 )

Net cash used in investing activities — ( 178 )

Cash flows from financing activities:

Cash distributions to Unitholders ( 154,346 ) ( 217,648 )

Capital contributions from AB 1,324 529

Capital contributions from (to) AB 2,030 ( 373 )

Proceeds from exercise of compensatory options to buy AB Holding Units — 178

Net cash used in financing activities ( 152,316 ) ( 217,843 )

5 unchanged sentences

Notes to Condensed Financial Statements

March 31, 2023

June 30, 2023

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

15 unchanged sentences

• 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 also provides distribution, shareholder servicing, transfer agency services and administrative services to certain of the mutual funds it sponsors.

AB’s high-quality, in-depth research is the foundation of its asset management and private wealth management businesses.

5 unchanged sentences

• Actively-managed alternative investments, including hedge funds, fund of funds and direct assets (e.g., direct lending, real estate and private equity);

• Portfolios with Purpose, including actively managed, impact-focused and Responsible+ (climate-conscious, ESG leaders, change catalysts) equity, fixed income and multi-asset strategies that address our clients evolving need to invest their capital with purpose while pursuing strong investment returns;

• Portfolios with Purpose, including actively managed, impact-focused and Responsible+ (climate-conscious, ESG leaders, change catalysts) equity, fixed income and multi-asset strategies that address the evolving objectives of our clients to invest their capital with purpose while pursuing strong investment returns;

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

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

As of March 31, 2023, EQH owned approximately 3.5 % of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“AB Holding Units”).

• Passive management, including index, ESG index and enhanced index strategies.

As of June 30, 2023, EQH owned approximately 3.5 % 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 March 31, 2023, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:

As of June 30, 2023, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:

EQH and its subsidiaries 59.9 %

1 unchanged sentence

Unaffiliated holders 0.8

Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 61.4 % economic interest in AB as of March 31, 2023.

Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 61.4 % economic interest in AB as of June 30, 2023.

Basis of Presentation

14 unchanged sentences

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

On April 26, 2023, the General Partner declared a distribution of $ 0.66 per unit, representing a distribution of Available Cash Flow for the three months ended March 31, 2023.

On July 27, 2023, the General Partner declared a distribution of $ 0.61 per unit, representing a distribution of Available Cash Flow for the three months ended June 30, 2023.

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

The distribution is payable on May 25, 2023 to holders of record at the close of business on May 8, 2023.

The distribution is payable on August 17, 2023 to holders of record at the close of business on August 7, 2023.

Long-term Incentive Compensation Plans

3 unchanged sentences

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

Repurchases of AB Holding Units for the three months ended March 31, 2023 and 2022 consisted of the following:

Three Months Ended March 31,

Repurchases and retention of AB Holding Units for the three and six months ended June 30, 2023 and 2022 consisted of the following:

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

(in millions)

Total amount of AB Holding Units Purchased/Retained (1)

— 2.3 0.5 2.6

Total Cash Paid for AB Holding Units Purchased/Retained (1)

2 unchanged sentences

Total Cash Paid for Open Market Purchases of AB Holding Units (1)

$ — $ 92.7 $ — $ 92.7

(1) Purchased on a trade date basis.

4 unchanged sentences

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

We did not adopt a plan during the first quarter of 2023.

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

During the first three months of 2023 and 2022, AB awarded to employees and Eligible Directors 0.3 million and 0.7 million restricted AB Holding Unit awards, respectively.

We did not adopt a plan during the second quarter of 2023.

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

During the first six months of 2023 and 2022, AB awarded to employees and Eligible Directors 0.4 million and 0.8 million restricted AB Holding Unit awards, respectively.

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

During the first six months of 2023 and 2022, AB Holding issued zero and 5,774 AB Holding Units, respectively, upon exercise of options to buy AB Holding Units.

AB Holding used the proceeds of zero 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.

Net Income per Unit

1 unchanged sentence

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

Three Months Ended

Three Months Ended June 30, Six Months Ended

2023 2022 2023 2022

(in thousands, except per unit amounts)

7 unchanged sentences

Diluted net income per unit $ 0.53 $ 0.69 $ 1.13 $ 1.56

There were no anti-dilutive options excluded from diluted net income in the three months ended March 31, 2023 or 2022.

There were no anti-dilutive options excluded from diluted net income in the three and six months ended June 30, 2023 or 2022.

Investment in AB

Changes in AB Holding’s investment in AB during the three-month period ended March 31, 2023 are as follows (in thousands):

Changes in AB Holding’s investment in AB during the six-month period ended June 30, 2023 are as follows (in thousands):

Investment in AB as of December 31, 2022 $ 2,074,626

6 unchanged sentences

Change in AB Holding Units held by AB for long-term incentive compensation plans 2,399

Investment in AB as of March 31, 2023 $ 2,052,965

Investment in AB as of June 30, 2023 $ 2,043,974

Units Outstanding

Changes in AB Holding Units outstanding during the three-month period ended March 31, 2023 are as follows:

Changes in AB Holding Units outstanding during the six-month period ended June 30, 2023 are as follows:

Outstanding as of December 31, 2022 113,801,097

1 unchanged sentence

Units retired ( 462,566 )

Outstanding as of March 31, 2023 113,476,219

Outstanding as of June 30, 2023 113,555,480

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

2 unchanged sentences

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.

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

2023 2022 % Change

Three Months Ended June 30, Six Months Ended

2023 2022 % Change 2023 2022 % Change

(in thousands)

25 unchanged sentences

On December 14, 2022, four individual participants in the Profit Sharing Plan for Employees of AllianceBernstein L.P., (the "Plan") filed a class action complaint (the “Complaint”) in the U.S.

District Court for the Southern District of New York against AB, current and former members of the Compensation Committee of the Board of Directors, and the Investment and Administrative Committees under the Plan.

Plaintiffs, who seek to represent a class of all participants in the Plan from December 14, 2016 to the present, allege that defendants violated their fiduciary duties and engaged in prohibited transactions under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") by including proprietary collective investment trusts as investment options offered under the Plan.

District Court for the Southern District of New York against AB, current and former members of the Compensation and Workplace Practices Committee of the Board, and the Investment and Administrative Committees under the Plan.

Plaintiffs, who seek to represent a class of all participants in

the Plan from December 14, 2016 to the present, allege that defendants violated their fiduciary duties and engaged in prohibited transactions under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") by including proprietary collective investment trusts as investment options offered under the Plan.

The Complaint seeks unspecified damages, disgorgement and other equitable relief.

4 unchanged sentences

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;

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.

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

What changed 10-Q

Item 1. Financial Statements