What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-10-26 compared with 2023-07-27 · 50 added, 31 removed, 241 unchanged (25% of the section changed)

3 unchanged sentences

(in thousands, except unit amounts)

September 30,

2023 December 31,

Investment in AB $ 1,973,046 $ 2,074,626

Other assets 213 —

Total assets $ 1,973,046 $ 2,074,626

17 unchanged sentences

(in thousands, except per unit amounts)

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

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

2023 2022 2023 2022

9 unchanged sentences

(in thousands)

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

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

2023 2022 2023 2022

2 unchanged sentences

Foreign currency translation adjustments, before tax ( 5,816 ) ( 11,574 ) ( 1,580 ) ( 27,875 )

Income tax benefit 6 230 28 260

Income tax (expense) benefit ( 85 ) 284 ( 57 ) 544

Foreign currency translation adjustments, net of tax ( 5,901 ) ( 11,290 ) ( 1,637 ) ( 27,331 )

1 unchanged sentence

Amortization of prior service cost 5 ( 4 ) 10 4

Recognized actuarial gain 111 357 254 441

Recognized actuarial gain (loss) 254 ( 204 ) 508 237

Changes in employee benefit related items 259 ( 208 ) 518 241

Income tax (expense) ( 1 ) ( 4 ) ( 2 ) ( 7 )

Income tax (expense) benefit ( 1 ) 3 ( 3 ) ( 4 )

Employee benefit related items, net of tax 258 ( 205 ) 515 237

5 unchanged sentences

(in thousands)

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

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

2023 2022 2023 2022

10 unchanged sentences

Issuance of AB Holding Units to fund long-term incentive compensation plan awards 318 995 8,005 32,452

Issuance of AB Holding Units to fund CarVal acquisition — 132,839 — 132,839

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

14 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

4 unchanged sentences

Changes in assets and liabilities:

(Increase) in other assets ( 213 ) —

(Decrease) in other liabilities ( 1,071 ) ( 1,531 )

1 unchanged sentence

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 )

2 unchanged sentences

Cash distributions to Unitholders ( 223,679 ) ( 288,988 )

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

Capital contributions from AB 2,499 312

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

3 unchanged sentences

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 in 2022)

$ — $ 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 in 2022)

— ( 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.

1 unchanged sentence

Notes to Condensed Financial Statements

June 30, 2023

September 30, 2023

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

26 unchanged sentences

• 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”).

As of September 30, 2023, EQH owned approximately 3.6 % 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 June 30, 2023, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:

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

EQH and its subsidiaries 60.3 %

1 unchanged sentence

Unaffiliated holders 0.7

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

Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 61.7 % economic interest in AB as of September 30, 2023.

Basis of Presentation

13 unchanged sentences

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 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.

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 26, 2023, the General Partner declared a distribution of $ 0.65 per unit, representing a distribution of Available Cash Flow for the three months ended September 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 August 17, 2023 to holders of record at the close of business on August 7, 2023.

The distribution is payable on November 22, 2023 to holders of record at the close of business on November 6, 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 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,

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

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

2023 2022 2023 2022

5 unchanged sentences

Open Market Purchases of AB Holding Units Purchased (1)

1.8 — 1.8 2.3

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

6 unchanged sentences

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

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

The plan adopted during the third quarter of 2023 expired at the close of business on October 25, 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.

During the first nine 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.

During the first nine 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.

2 unchanged sentences

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

Three Months Ended June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

8 unchanged sentences

Diluted net income per unit $ 0.50 $ 0.56 $ 1.63 $ 2.11

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

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

Investment in AB

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

Changes in AB Holding’s investment in AB during the nine-month period ended September 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 3,893

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

Investment in AB as of September 30, 2023 $ 1,973,046

Units Outstanding

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

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

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

1 unchanged sentence

Units retired ( 2,230,915 )

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

Outstanding as of September 30, 2023 111,796,873

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

4 unchanged sentences

AB Holding Units in AB’s consolidated rabbi trust are not considered outstanding for purposes of calculating AB Holding’s ownership interest in AB.

Three Months Ended June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2023 2022 % Change 2023 2022 % Change

17 unchanged sentences

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.

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.

17 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements