What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-09 compared with 2023-02-10 · 397 added, 393 removed, 1764 unchanged (31% 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.

2022 Annual Report 61

AllianceBernstein

Critical Audit Matters

1 unchanged sentence

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of CarVal Investors L.P.

- Fair Value of Finite-Lived Intangible Assets and Contingent Consideration Payable

As described in Note 8 to the financial statements, on July 1, 2022, the Company acquired a 100% ownership interest in CarVal Investors L.P.

(CarVal) for total purchase consideration of $818.1 million, which resulted in management recording $303.0 million of finite-lived intangible assets primarily related to investment management contracts and investor relationships with useful lives ranging from 5 to 10 years and $228.9 million of contingent consideration payable.

Immediately following the acquisition of CarVal by the Company, the Company contributed 100% of its equity interests in CarVal to AllianceBernstein L.P.

(AB) in exchange for AB units.

Fair value of the acquired finite-lived intangible assets was based on a forecast of future cash flows attributable to the assets that are discounted to present value using a risk-adjusted discount rate.

Fair value of the contingent consideration payable was based on a forecast of future cash flows attributable to the performance objectives that are discounted to present value using a risk-adjusted discount rate.

The principal considerations for our determination that performing procedures relating to the fair value of the finite-lived intangible assets and contingent consideration payable recognized in the acquisition of CarVal is a critical audit matter are the significant judgment by management in developing the estimated fair value of the finite-lived intangible assets and the contingent consideration payable.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the future cash flows and risk-adjusted discount rate assumptions utilized within the calculation of the present value of future cash flows.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

Measurement of Equity in Net Income Attributable to AB Unitholders - Performance Based Fees

As described in Notes 1 and 2 to the financial statements, the Company’s principal source of income and cash flow is attributable to its investment in AllianceBernstein L.P.

(AB) limited partnership interests.

The equity in net income attributable to AB unitholders was $299.8 million for the year ended December 31, 2023, of which a portion relates to performance-based fees which are earned based on the value of the investors’ assets under management (AUM).

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

The Company’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, the Company’s investment is adjusted to reflect its proportionate share of certain capital transactions of AB.

As disclosed by management, the Company’s proportionate share of income of AB includes performance-based fees recognized by AB.

The transaction price for the asset management performance obligation for certain investment advisory contracts, including those associated with hedge funds and alternative investments, provide for a performance-based fee, in addition to the 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.

Constraining factors impacting the amount of variable consideration included in the transaction price include the contractual claw-back provisions to which the variable consideration is subject, the length of time to which the uncertainty of the consideration is subject, the number and range of possible consideration amounts, the probability of significant fluctuations in the AUM market value, and the level at which the AUM value exceeds the contractual threshold required to earn such a fee.

Management calculates AUM using established market-based valuation methods and fair valuation (non-observable market) methods.

Fair valuation methods, which include discounted cash flow models and other methods, are used only where AUM cannot be valued using market-based valuation methods, such as in the case of private equity or illiquid securities.

The principal considerations for our determination that performing procedures relating to measurement of equity in net income attributable to AB unitholders – performance-based fees is a critical audit matter are (i) a high degree of auditor effort in performing procedures and evaluating audit evidence related to these fees, including evaluating audit evidence related to the assessment of the constraining factors impacting the amount of variable consideration and the calculation of AUM and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included testing the effectiveness of controls relating to the determination of the fair value of finite-lived intangible assets and contingent consideration payable recognized in the acquisition of CarVal, including controls over the development of the future cash flows and risk-adjusted discount rate assumptions utilized within the calculation of the present value of future cash flows.

These procedures also included, among others, reading the purchase agreement and testing management’s process for estimating the fair value of the acquired finite-lived intangible assets and contingent consideration payable.

Testing management’s process included (i) evaluating the appropriateness of the method used to discount future cash flows to present value, (ii) testing the completeness and accuracy of underlying data used in the method used to discount future cash flows to present value, and (iii) evaluating management’s significant assumptions related to the future cash flows and risk-adjusted discount rate.

Evaluating the reasonableness of the assumption related to the future cash flows involved considering the historical performance of Carval, the consistency with external market and industry data, and the consistency with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the method used to discount future cash flows to present value and the reasonableness of the risk-adjusted discount rate assumption.

These procedures included testing the effectiveness of controls relating to equity in net income attributable to AB unitholders, including controls relating to management’s revenue recognition process for performance-based fees, including controls over the assessment of the constraining factors and the calculation of AUM.

These procedures also included, among others (i) testing management’s process for determining performance-based fees, including evaluating the appropriateness of the fair valuation methods used to calculate AUM;

(ii) evaluating, on a sample basis, the reasonableness of the constraining factors related to (a) contractual claw-back provisions to which variable consideration is subject, (b) the length of time to which the uncertainty of the consideration is subject, (c) the number and range of possible consideration amounts, (d) the probability of significant fluctuations in the AUM market value, and (e) the level at which the AUM value exceeded the contractual threshold required to earn such fees, as applicable.

Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the AUM by (i) developing an independent range of prices for a sample of securities in the underlying products where fair valuation methods were used and (ii) comparing the independent range of prices to management’s estimate.

Developing the independent range of prices involved testing the completeness and accuracy of data provided by management and independently developing the inputs for the sampled securities.

/s/ PricewaterhouseCoopers LLP

2 unchanged sentences

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

AllianceBernstein

2023 Annual Report 61

AllianceBernstein Holding L.P.

20 unchanged sentences

See Accompanying Notes to Financial Statements.

2022 Annual Report 63

AllianceBernstein

AllianceBernstein Holding L.P.

10 unchanged sentences

See Accompanying Notes to Financial Statements.

AllianceBernstein

2023 Annual Report 63

AllianceBernstein Holding L.P.

4 unchanged sentences

Net income $ 264,184 $ 274,165 $ 385,843

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustments, before reclassification and tax 5,678 ( 19,805 ) ( 2,894 )

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

reclassification adjustment for gains included in net income upon liquidation — — 1,613

Foreign currency translation adjustments, before tax 5,678 ( 19,805 ) ( 4,507 )

Income tax benefit (expense) 249 147 ( 310 )

Income tax (expense) benefit ( 252 ) 249 147

Foreign currency translation adjustments, net of tax 5,426 ( 19,556 ) ( 4,360 )

1 unchanged sentence

Amortization of prior service cost 9 ( 12 ) 7

Recognized actuarial gain (loss) 1,293 5,566 ( 1,557 )

Recognized actuarial gain 3,560 1,293 5,566

Changes in employee benefit related items 3,569 1,281 5,573

1 unchanged sentence

Employee benefit related items, net of tax 3,538 1,253 5,553

Other comprehensive (loss) income ( 18,303 ) 1,193 6,730

Other comprehensive income (loss) 8,964 ( 18,303 ) 1,193

Comprehensive income $ 273,148 $ 255,862 $ 387,036

See Accompanying Notes to Financial Statements.

2022 Annual Report 65

AllianceBernstein

AllianceBernstein Holding L.P.

28 unchanged sentences

See Accompanying Notes to Financial Statements.

AllianceBernstein

2023 Annual Report 65

AllianceBernstein Holding L.P.

9 unchanged sentences

Changes in assets and liabilities:

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

Decrease in other assets — — 92

(Decrease) increase in other liabilities ( 328 ) ( 517 ) 264

16 unchanged sentences

Non-cash investing activities:

Fair value of assets acquired (less cash acquired of $ 40.8 million)

Fair value of assets acquired (less cash acquired of zero , $ 40.8 million and zero in 2023, 2022 and 2021, respectively)

$ — $ 1,087,218 $ —

1 unchanged sentence

Fair value of non-redeemable non-controlling interest assumed — 13,191 —

Fair value of assets contributed to AB (less cash acquired of $ 40.8 million)

Fair value of assets contributed to AB (less cash acquired of zero , $ 40.8 million and zero in 2023, 2022 and 2021, respectively)

— ( 1,087,218 ) —

3 unchanged sentences

Retirement of AB Holding Units ( 85,300 ) ( 114,794 ) ( 143,460 )

2022 Annual Report 67

AllianceBernstein

Years Ended December 31

7 unchanged sentences

See Accompanying Notes to Financial Statements.

AllianceBernstein

2023 Annual Report 67

AllianceBernstein Holding L.P.

22 unchanged sentences

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

• 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;

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

• Portfolios with Purpose, including Sustainable, Impact and Responsible+ (Climate-Conscious and ESG leaders) equity, fixed income and multi-asset strategies that address our clients' desire to invest their capital with a dedicated ESG focus, while pursuing strong investment returns;

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

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

2022 Annual Report 69

• Passively managed equity and fixed income strategies, including index, ESG index and enhanced index strategies.

AllianceBernstein

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

25 unchanged sentences

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 ”).

AllianceBernstein

2023 Annual Report 69

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.

22 unchanged sentences

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

During 2022 and 2021, AB Holding issued 5,774 and 0.1 million AB Holding Units, respectively, upon exercise of options to buy AB Holding Units.

AB Holding used the proceeds of $ 0.2 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.

During 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 $ 0.2 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 SEC and did not identify any subsequent events that would have required disclosure in these financial statements.

2022 Annual Report 71

We have evaluated subsequent events through the date that these financial statements were filed with the SEC.

See Note 2 Summary of Significant Accounting Policies to AB's consolidated financial statements included in this Form 10-K for additional details.

AllianceBernstein

Net Income Per Unit

12 unchanged sentences

Diluted net income per unit $ 2.34 $ 2.69 $ 3.88

Years Ended December 31

2022 2021 2020

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

There were no anti-dilutive options excluded from diluted net income in the years ended December 31, 2023, 2022 or 2021.

Investment in AB

13 unchanged sentences

Investment in AB as of December 31, $ 2,077,540 $ 2,074,626

AllianceBernstein

2023 Annual Report 71

Units Outstanding

6 unchanged sentences

Outstanding as of December 31, 114,436,091 113,801,097

(1) Includes 15,321,535 Units issued as a result of the CarVal acquisition.

(1) Includes 15,321,535 Units issued in 2022 as a result of the CarVal acquisition.

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 partnership gross income is derived from its ownership interest in AB.

The principal reasons for the difference between AB Holding’s effective tax rates and the UBT statutory tax rate of 4.0 % are as follows:

7 unchanged sentences

Income tax expense and effective tax rate $ 35,597 11.9 % $ 31,339 10.3 % $ 30,483 7.3 %

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’s federal income tax is computed by multiplying certain AB qualifying revenues by AB Holding’s ownership interest in AB, multiplied by the 3.5 % tax rate.

Certain AB qualifying revenues are primarily U.S.

investment advisory fees, research payments and brokerage commissions.

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

14 unchanged sentences

Total income taxes $ 35,597 $ 31,339 $ 30,483 13.6 % 2.8 %

2022 Annual Report 73

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.

10 unchanged sentences

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 are able to 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.

Any such accruals are adjusted thereafter as appropriate to reflect changed circumstances.

When we are able to do so, we also determine estimates of reasonably possible losses or ranges of reasonably possible losses for such matters, whether in excess of any related accrued liability or where there is no accrued liability, and we disclose an estimate of the possible loss or range of losses.

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.

Such is particularly 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.

As a result of these types of factors, we are unable, at this time, to estimate the losses that are reasonably possible to be incurred or ranges of such losses with respect to our significant litigation matters.

On December 14th, 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.

2 unchanged sentences

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

AB is prepared to defend itself vigorously against these claims.

AB is prepared to defend itself vigorously against these claims and filed a motion to dismiss on February 24, 2023.

While the ultimate outcome of this matter is currently not determinable given the matter remains in its early stages, we do not believe this litigation will have a material adverse effect on our results of operations, financial condition or liquidity.

10 unchanged sentences

The fair value of the units issued on November 1, 2022 reflects final adjustments to the estimated unit issuance recorded as of acquisition close on July 1, 2022 and as disclosed in the third quarter 2022 Form 10-Q.

AllianceBernstein

2023 Annual Report 73

AB received 100 % equity interest in CarVal from AB Holding and issued approximately 15.3 million AB Units (with a fair value of $ 589.2 million).

31 unchanged sentences

As a result, we have not provided supplemental pro forma financial information.

2022 Annual Report 75

AllianceBernstein

Report of Independent Registered Public Accounting Firm

19 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded CarVal Investors L.P.

(CarVal) from its assessment of internal control over financial reporting as of December 31, 2022 because it was acquired by the Company in a purchase business combination during 2022.

We have also excluded CarVal from our audit of internal control over financial reporting.

CarVal is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting each approximate 2% of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

Definition and Limitations of Internal Control over Financial Reporting

3 unchanged sentences

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

AllianceBernstein

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

2023 Annual Report 75

Critical Audit Matters

1 unchanged sentence

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of CarVal Investors L.P.

- Fair Value of Finite-Lived Intangible Assets and Contingent Consideration Payable

As described in Notes 2, 9 and 24 to the consolidated financial statements, on July 1, 2022, AllianceBernstein Holding L.P.

(AB Holding) acquired a 100% ownership interest in CarVal for total purchase consideration of $818.1 million, which resulted in management recording $303.0 million of finite-lived intangible assets primarily related to investment management contracts and investor relationships with useful lives ranging from 5 to 10 years and $228.9 million of contingent consideration payable.

Immediately following the acquisition of CarVal by AB Holding, AB Holding contributed 100% of its equity interests in CarVal to AllianceBernstein L.P.

(AB) in exchange for AB units.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

Performance Based Fees

As described in Notes 2 and 3 to the consolidated financial statements, the Company’s performance-based fees earned were $144.9 million for the year ended December 31, 2023, which are earned based on the value of the investors’ assets under management (AUM).

Management calculates AUM using established market-based valuation methods and fair valuation (non-observable market) methods.

The principal considerations for our determination that performing procedures relating to performance-based fees is a critical audit matter are (i) a high degree of auditor effort in performing procedures and evaluating audit evidence related to these fees, including evaluating audit evidence related to the assessment of the constraining factors impacting the amount of variable consideration and the calculation of AUM and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s revenue recognition process for performance-based fees, including controls over the assessment of the constraining factors and the calculation of AUM.

Developing the independent range of prices involved testing the completeness and accuracy of data provided by management and independently developing the inputs for the sampled securities.

/s/PricewaterhouseCoopers LLP

2 unchanged sentences

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

2022 Annual Report 77

AllianceBernstein

AllianceBernstein L.P.

6 unchanged sentences

Cash and securities segregated, at fair value (cost $859,448 and $1,511,916)

867,680 1,522,431

Receivables, net:

17 unchanged sentences

Total assets $ 9,609,806 $ 11,138,931

AllianceBernstein

2023 Annual Report 77

Years Ended December 31

3 unchanged sentences

Brokers and dealers $ 259,175 $ 389,828

Securities sold not yet purchased — 3,828

Brokerage clients 2,200,835 3,322,903

13 unchanged sentences

286,609,212 and 285,979,913 units issued and outstanding

4,590,619 4,648,113

Receivables from affiliates (4,490) (4,270)

6 unchanged sentences

See Accompanying Notes to Consolidated Financial Statements.

2022 Annual Report 79

AllianceBernstein

AllianceBernstein L.P.

8 unchanged sentences

Dividend and interest income 199,443 123,091 38,734

Investment (losses) (102,413) (636) (16,401)

Investment gains (losses) 14,206 (102,413) (636)

Other revenues 101,342 105,544 108,409

Total revenues 4,262,864 4,120,728 4,445,288

Interest expense 66,438 3,686 15,650

Broker-dealer related interest expense 107,541 66,438 3,686

Net revenues 4,155,323 4,054,290 4,441,602

12 unchanged sentences

Net income 788,619 775,457 1,153,734

Net (loss) income of consolidated entities attributable to non-controlling interests (56,356) 5,111 (4,169)

Net income (loss) income of consolidated entities attributable to non-controlling interests 24,009 (56,356) 5,111

Net income attributable to AB Unitholders $ 764,610 $ 831,813 $ 1,148,623

3 unchanged sentences

See Accompanying Notes to Consolidated Financial Statements.

AllianceBernstein

2023 Annual Report 79

AllianceBernstein L.P.

8 unchanged sentences

14,262 (47,208) (7,839)

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

reclassification adjustment for (losses) gains included in net income upon liquidation (389) — 4,458

Foreign currency translation adjustments, before tax 14,651 (47,208) (12,297)

Income tax benefit (expense) 1,215 457 (854)

Income tax (expense) benefit (618) 1,215 457

Foreign currency translation adjustments, net of tax 14,033 (45,993) (11,840)

1 unchanged sentence

Amortization of prior service cost 24 24 24

Recognized actuarial gain (loss) 6,922 15,743 (4,280)

Recognized actuarial gain 9,135 6,922 15,743

Changes in employee benefit related items 9,159 6,946 15,767

1 unchanged sentence

Employee benefit related items, net of tax 9,080 6,851 15,708

Other comprehensive (loss) gain (39,142) 3,868 18,801

Comprehensive (loss) income in consolidated entities attributable to non-controlling interests (56,356) 5,111 (4,169)

Other comprehensive gain (loss) 23,113 (39,142) 3,868

Comprehensive income (loss) in consolidated entities attributable to non-controlling interests 24,009 (56,356) 5,111

Comprehensive income attributable to AB Unitholders $ 787,723 $ 792,671 $ 1,152,491

See Accompanying Notes to Consolidated Financial Statements.

2022 Annual Report 81

AllianceBernstein

AllianceBernstein L.P.

9 unchanged sentences

Long-term incentive compensation plans activity (21) 25 117

(Retirement) issuance of AB Units, net (385) 76 290

Issuance (retirement) of AB Units, net 189 (385) 76

Issuance of AB Units for CarVal acquisition — 5,892 —

5 unchanged sentences

Long-term incentive compensation plans activity (2,080) 2,521 11,586

(Retirement) issuance of AB Units, net (38,286) 7,290 28,642

Issuance (retirement) of AB Units, net 18,482 (38,286) 7,290

Issuance of AB Units for CarVal acquisition — 583,277 —

3 unchanged sentences

Long-term incentive compensation awards expense 727 607 941

Capital contributions from (to) AB Holding 3,456 (958) (107)

Capital contributions (to) from AB Holding (947) 3,456 (958)

Balance, end of year (4,490) (4,270) (8,333)

2 unchanged sentences

Purchases of AB Holding Units to fund long-term compensation plans, net (144,086) (210,568) (261,825)

Retirement (issuance) of AB Units, net 40,346 (7,348) (28,696)

(Issuance) retirement of AB Units, net (17,562) 40,346 (7,348)

Long-term incentive compensation awards expense 179,724 198,783 215,484

11 unchanged sentences

CarVal acquisition — 12,607 —

Net income 743 — —

Distributions to non-controlling interests, net (8,514) — —

Adjustment (264) — —

Balance, end of year 4,572 12,607 —

1 unchanged sentence

See Accompanying Notes to Consolidated Financial Statements.

2022 Annual Report 82

AllianceBernstein

AllianceBernstein L.P.

10 unchanged sentences

Depreciation and other amortization 92,113 66,617 44,985

Unrealized losses on investments 40,857 4,454 10,405

Unrealized losses (gains) on investments of consolidated company-sponsored investment funds 73,194 1,882 (854)

Unrealized (gains) losses on investments (7,810) 40,857 4,454

Unrealized (gains) losses on investments of consolidated company-sponsored investment funds (48,350) 73,194 1,882

Non-cash lease expense 101,761 99,861 98,773

Loss on assets held for sale 7,400 — —

(Gain) loss on assets held for sale (800) 7,400 —

Change is estimate of contingent payment arrangements 14,050 — —

Other, net (4,641) 14,604 22,580

Changes in assets and liabilities:

(Increase) decrease in securities, segregated (18,474) 249,521 (658,612)

Decrease (increase) in securities, segregated 654,751 (18,474) 249,521

Decrease (increase) in receivables 629,204 35,410 (360,789)

(Increase) decrease in investments (10,331) (27,000) 7,597

(Increase) in investments (10,656) (10,331) (27,000)

Decrease (increase) in investments of consolidated company-sponsored investment funds 167,712 23,295 (312,325)

(Increase) in deferred sales commissions (71,941) (12,113) (45,197)

(Increase) decrease in other assets (5,487) (6,578) 69,160

(Increase) in other assets (36,263) (5,487) (6,578)

(Increase) decrease in other assets and liabilities of consolidated company-sponsored investment funds, net (23,867) (45,432) 38,161

Increase in payables 110,112 214,139 861,502

(Decrease) increase in payables (1,451,280) 110,112 214,139

(Decrease) increase in accounts payable and accrued expenses (6,992) (8,424) 35,877

3 unchanged sentences

Cash flows from investing activities:

Purchases of equity method investments — — (4,079)

Purchases of furniture, equipment and leasehold improvements (33,627) (62,308) (61,931)

5 unchanged sentences

Distributions to General Partner and Unitholders (839,271) (1,069,820) (1,059,892)

Subscriptions (redemptions) of non-controlling interests of consolidated company-sponsored investment funds, net 3,843 313,699 (219,033)

Capital contributions from (to) affiliates 1,590 (2,346) (867)

(Redemptions) subscriptions of non-controlling interests of consolidated company-sponsored investment funds, net (183,245) 3,843 313,699

Capital contributions (to) from affiliates (2,164) 1,590 (2,346)

Additional investments by AB Holding with proceeds from exercise of compensatory options to buy AB Holding Units — 178 3,402

10 unchanged sentences

Non-cash investing activities:

Fair value of assets acquired (excluding cash acquired of $40.8 million, $2.8 million and $0.6 million, for 2022, 2021 and 2020, respectively) 1,085,141 13,235 18,389

Fair value of assets acquired (excluding cash acquired of zero, $40.8 million and $2.8 million, for 2023, 2022 and 2021, respectively) — 1,085,141 13,235

Fair value of deferred tax asset recorded — 5,072 —

5 unchanged sentences

See Accompanying Notes to Consolidated Financial Statements.

2022 Annual Report 83

AllianceBernstein

AllianceBernstein L.P.

20 unchanged sentences

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

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

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

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

AllianceBernstein

• Passively managed equity and fixed income strategies, including index, ESG index and enhanced index strategies.

As of December 31, 2023, EQH owned approximately 3.5% 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 1.0% general partnership interest in AB.

2023 Annual Report 83

As of December 31, 2023, the ownership structure of AB, including limited partnership units outstanding as well as the general partner's 1.0% interest, was as follows:

14 unchanged sentences

Not Yet Adopted

During 2022, there have been no recently adopted accounting pronouncements or pronouncements not yet adopted that have or are expected to have a material impact on our consolidated results of operations.

Recently Adopted Accounting Pronouncements

During 2023, there have been no recently adopted accounting pronouncements that have or are expected to have a material impact on our consolidated results of operations.

Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“ FASB ”) issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This amendment is expected to enhance the transparency and decision usefulness of income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold and certain information about income taxes paid.

This revised guidance is effective for financial statements issued for fiscal years beginning after December 15, 2024.

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

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements.

We are currently evaluating the impacts of the new standard.

AllianceBernstein

Revenue Recognition

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Fair valuation methods include:

discounted cash flow models or any other

2022 Annual Report 85

methodology that is validated and approved by our Valuation Committee ( see paragraph immediately below for additional information about our Valuation Committee).

discounted cash flow models or any other methodology that is validated and approved by our Valuation Committee ( see paragraph immediately below for additional information about our Valuation Committee).

Fair valuation methods are used only where AUM cannot be valued using market-based valuation methods, such as in the case of private equity or illiquid securities.

5 unchanged sentences

These fees are not subject to claw back and there is minimal probability that a significant reversal of the revenue recorded will occur.

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 transaction price for the asset management performance obligation for certain investment advisory contracts, including those associated with hedge funds and 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.

1 unchanged sentence

Constraining factors impacting the amount of variable consideration included in the transaction price include:

the contractual claw-back provisions to which the variable consideration is subject, the length of time to which the uncertainty of the consideration is subject, the number and range of possible consideration amounts, the probability of significant fluctuations in the fund’s market value, the level at which the fund’s value exceeds the contractual threshold required to earn such a fee, and the materiality of the amount being evaluated.

the contractual claw-back provisions to which the variable consideration is subject, the length of time to which the uncertainty of the consideration is subject, the number and range of possible consideration amounts, the probability of significant fluctuations in the AUM market value and the level at which the AUM value exceeds the contractual threshold required to earn such a fee.

Bernstein Research Services

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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.

The transaction price for research revenues is not fixed and is at the customer's discretion.

In many cases there is no contract between AB and the customer for research services, so there is no performance obligation present that requires AB to provide the research or for the customer to compensate AB for the research consumed.

The customer has the unilateral right to determine the amount it will pay and whether it will continue to receive research.

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

In the fourth quarter of 2022, AB and Société Générale (EURONEXT:

SCGLY, “ SocGen ”), a leading European bank, announced plans to form a joint venture combining their respective cash equities and research businesses.

As a result, the Bernstein Research Services (" BRS ") business has been classified as held for sale.

GLE, “ SocGen ”), a leading European bank, announced plans to form a joint venture combining their respective cash equities and research businesses.

As a result, the Bernstein Research

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Services (" BRS ") business has been classified as held for sale.

For further discussion, see Note 24 Acquisitions and Divestitures.

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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.

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Accordingly, we do not consider the time value of money and, instead, accrue the incremental costs of obtaining the contract when incurred.

As of December 31, 2022, the balances of contract assets and contract liabilities are not considered material and, accordingly, no further disclosures are necessary.

As of December 31,

AllianceBernstein

2023, the balances of contract assets and contract liabilities are not considered material and, accordingly, no further disclosures are necessary.

Consolidation of Company-Sponsored Investment Funds

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Fees received by us are not variable interests if (i) the fees are compensation for services provided and are commensurate with the level of effort required to provide those services, (ii) the service arrangement includes only terms, conditions or amounts that are customarily present in arrangements for similar services negotiated at arm’s length, and (iii) our other economic interests in the entity held directly and indirectly through our related parties, as well as economic interests held by related parties under common control, would not absorb more than an insignificant amount of the entity’s losses or receive more than an insignificant amount of the entity’s benefits.

For purposes of determining whether AB has an equity interest in an entity, the related parties referred to above are those entities under common control that AB has a direct variable interest in and considered a consolidated entity.

Our parent company, EQH, regularly invests in our seed program.

In this circumstance, EQH is not considered a related party for our consolidation analysis because AB does not have a direct variable interest in EQH.

For those entities in which we have a variable interest, we perform an analysis to determine whether the entity is a VIE by considering whether the entity’s equity investment at risk is insufficient, whether the investors lack decision making rights proportional to their ownership percentage of the entity, and whether the investors lack the obligation to absorb an entity’s expected losses or the right to receive an entity’s expected income.

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We are deemed to have a controlling financial interest in a VIE if we have (i) the power to direct the activities of the VIE that most significantly affect the VIE's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive income from the VIE that could potentially be significant to the VIE.

For purposes of evaluating (ii) above, fees paid to us as a decision maker or service provider are excluded if the amount of fees is commensurate with the level of effort required to be performed and the arrangement includes only customary terms, conditions or amounts present in

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arrangements for similar services negotiated at arm’s length.

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

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such collateral is not reflected in the consolidated financial statements.

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

We have the ability by contract or custom to sell or re-pledge this collateral and have done

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so at various times.

As of December 31, 2023 and 2022, we had $122.4 million and $267.1 million of re-pledged securities, respectively.

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With respect to securities loaned, we receive cash collateral from the borrower.

See Note 8 for securities borrowed and loaned amounts recorded in our consolidated statements of financial condition as of December 31, 2022 and 2021.

See Note 8 Offsetting Assets and Liabilities for securities borrowed and loaned amounts recorded in our consolidated statements of financial condition as of December 31, 2023 and 2022.

The initial collateral advanced or received approximates or is greater than the fair value of securities borrowed or loaned.

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Income or expense is recognized over the life of the transaction.

Cash on deposit with clearing organizations for trade facilitation purposes is reported in assets held for sale as of December 31, 2022 and other assets as of December 31, 2021, in our consolidated statements of financial condition.

As of December 31, 2021, we had $114.9 million of cash on deposit with clearing organizations.

Cash on deposit with clearing organizations for trade purposes is reported in assets held for sale on the consolidated statement of financial condition as of December 31, 2023 and December 31, 2022, respectively.

As of December 31, 2023 and 2022, we held no U.S.

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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, 2022 and 2021.

We consider these financing receivables to be of good credit quality because these receivables are primarily collateralized by the related client investments.

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Margin loans are limited to a percentage of the total value of the securities held in the client's account against those loans.

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

AllianceBernstein

times, the value of the securities in the account, at a minimum, cover the loan to the client.

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 basis of the margin loans and, as a result, we consider the credit risk associated with these receivables to be minimal.

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The majority of our revenue receivables are from investment advisory and service fees, and distribution revenues, that are typically paid out of the client accounts or third-party products consisting of cash and securities.

Due to the size of the fees in relation to the value of the cash and securities in account or funds, the account value always exceeds the amortized cost basis of the receivables, resulting in a remote risk of loss.

Due to the size of the fees in relation to the value of the cash and securities in accounts or funds, the account value always exceeds the amortized cost basis of the receivables, resulting in a remote risk of loss.

These receivables have a short duration, generally due within 30-90 days and there is minimal historical evidence of non-payment or market declines that would cause the fair value of the underlying securities to decline below the amortized cost of the receivables.

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The excess of the purchase price over the fair value of identifiable assets acquired, net of liabilities assumed, results in the recognition of goodwill.

On July 1, 2022, AB Holding acquired a 100% ownership interest in CarVal Investors L.P.

(“ CarVal ”).

Immediately following its acquisition of CarVal (the " CarVal acquisition "), AB Holding contributed 100% of its equity interests in CarVal to AB in exchange for AB Units (see Note 24 Acquisitions and Divestitures ).

On November 22, 2022, AB and SocGen, a leading Eu ropean bank, announced plans to form a joint venture combining their respective cash equities and research businesses.

As a result, the BRS business has been classified as held for sale and $159.8 million of goodwill recorded on the consolidated statement of financial condition has been allocated to the held for sale disposal group.

As AB is a single reporting unit, we have allocated goodwill to the disposal group based on the relative fair values of (1) the disposal group and (2) the portion of the reporting unit that will be retained.

For further discussion, see Note 24 Acquisitions and Divestitures .

As of December 31, 2022, we had goodwill of $3.6 billion on the consolidated statement of financial condition which included $666.1 million as a result of the CarVal acquisition in the third quarter of 2022, $2.8 billion as a result of the Sanford C.

As of December 31, 2023, we had goodwill of $3.6 billion on the consolidated statement of financial condition which included $666.1 million as a result of the CarVal L.P.

Investors (" CarVal") acquisition in the third quarter of 2022 (" CarVal acquisition" ),

AllianceBernstein

$2.8 billion as a result of the Sanford C.

Bernstein Inc.

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Goodwill is tested annually, as of September 30, for impairment utilizing the market approach where the fair value of the reporting unit is based on its unadjusted market valuation (AB Units outstanding multiplied by AB Holding's Unit price) and adjusted market valuations assuming a control premium (when applicable).

The price of a publicly traded AB Holding Unit serves as a reasonable starting point for valuing an AB Unit because each represents the same fractional interest in our underlying business.

A goodwill impairment would be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

The goodwill impairment test does not include a determination by management of whether a decline in fair value is temporary and 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.

As a part of our goodwill impairment evaluation, management uses the price of a publicly traded AB Holding Unit as a reasonable starting point for valuing an AB Unit because each represents the same fractional interest in our underlying business.

Throughout the year, the carrying value of goodwill is also reviewed for impairment if certain events or changes in circumstances occur and trigger whether an interim impairment test may be required.

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A holistic evaluation of all events since the most recent quantitative impairment test must be done to determine whether it is more likely than not that the reporting unit is impaired.

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of September 30, 2022, the impairment test indicated that goodwill was not impaired.

The announcement of the planned joint venture between AB and SocGen and classification of the BRS business as held for sale on the consolidated statement of financial condition during the fourth quarter of 2022 was a triggering event requiring an interim impairment test;

as such, we tested our goodwill as of December 31, 2022.

The impairment test indicated that goodwill was not impaired

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

As of September 30, 2023, the impairment test indicated that goodwill was not impaired.

Business Combinations

We account for business combinations using the acquisition method of accounting whereby the identifiable assets and liabilities of the acquired business, as well as any noncontrolling interest in the acquired business, are recorded at their estimated fair values as of the date that we obtain control of the acquired business.

We account for business combinations using the acquisition method of accounting whereby the identifiable assets and liabilities of the acquired business, as well as any non-controlling interest in the acquired business, are recorded at their estimated fair values as of the date that we obtain control of the acquired business.

Any purchase consideration in excess of the estimated fair values of the net assets acquired is recorded as goodwill.

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

During 2022 and 2021, these expenses included an intangible asset impairment charge of $5.6 million and $1.0 million, respectively, related to various historical acquisitions.

During 2023, 2022 and 2021, these expenses included an intangible asset impairment charge of zero, $5.6 million and $1.0 million, respectively, related to various historical acquisitions.

We periodically enter into contingent payment arrangements in connection with our business combinations.

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The CarVal acquisition resulted in the recording of a contingent consideration payable of $228.9 million if certain performance targets are achieved over a six-year period (see Note 9 Fair Value and Note 24 Acquisitions and Divestitures) .

During 2022, there were no impairments of contingent consideration payable recorded in the consolidated statements of income.

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.

These impairments were related to our 2016 acquisition of Ramius Alternative Solutions LLC.

As of December 31, 2023 and December 31, 2022, the contingent consideration payable associated with the CarVal acquisition was $238.5 million and $232.1 million, respectively.

During 2023, we recorded an expense of $28.4 million due to a change in estimate related to the contingent consideration associated with the acquisition of Autonomous LLC in 2019.

The change in estimate was based upon better than expected revenues during the 2023 performance evaluation period.

We recorded $14.1 million as contingent payment arrangement expense and $14.3 million as compensation and benefits expense in the condensed consolidated statement of income.

The charges to compensation and benefits expense are due to certain service conditions and special awards included in the acquisition agreement.

During 2023 and 2022, there were no impairments of contingent consideration payable recorded in the consolidated statements of income.

During the fourth quarter of 2021, we recorded an impairment of the contingent consideration payable related to our 2016 acquisition of Ramius Alternative Solutions LLC.

of of $0.6 million.

Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed.

For intangible assets, we typically use a method that is a form of the income approach, whereby a forecast of future cash flows attributable to the asset are discounted to present value using a risk-adjusted discount rate.

Similarly for contingent liabilities, we develop a forecast of future cash flows attributable to the performance objectives that are then discounted to present value using a risk-adjusted discount rate.

Similarly for contingent liabilities, we develop a forecast of future cash flows attributable to the performance objectives that are then discounted to present value using a risk-

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adjusted discount rate.

Some of the more significant estimates and assumptions inherent in the income approach include the amount and timing of projected future cash flows and the discount rate selected to measure the risks inherent in the future cash flows.

See Note 24 Acquisitions and Divestitures .

Intangible Assets, Net

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Intangible assets are recognized at fair value and generally are amortized on a straight-line basis over their estimated useful life ranging from 5 to 20 years.

The CarVal acquisition resulted in 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 (see Note 24 Acquisitions and Divestitures ).

The CarVal acquisition in the third quarter of 2022 resulted in 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 (see Note 24 Acquisitions and Divestitures ).

As of December 31, 2023, intangible assets, net of accumulated amortization, of $264.6 million on the consolidated statement of financial condition consists of $249.4 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, 2022, intangible assets, net of accumulated amortization, of $310.2 million on the consolidated statement of financial condition consisted of $295.0 million of finite-lived intangible assets subject to amortization and $15.2 million of indefinite-lived intangible assets not subject to amortization in regard to other acquisitions.

AllianceBernstein

The gross carrying amount of finite-lived intangible assets totaled $328.4 million as of December 31, 2023 and $327.9 million as of December 31, 2022, and accumulated amortization was $79.0 million as of December 31, 2023 and $32.9 million as of December 31, 2022.

Amortization expense was $46.9 million for 2023, $26.6 million for 2022 and $5.7 million for 2021.

Estimated annual amortization expense is approximately $47 million annually in years one through three, $46 million in year four and approximately $25 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 2022 we performed an impairment assessment and recorded an impairment of $5.6 million related to our 2014 acquisition of CPH Capital.

During the fourth quarters of 2021 and 2020, we recorded impairments of $1.0 million and $1.5 million, respectively, related to our 2016 acquisition of Ramius Alternative Solutions LLC.

Estimated future annual amortization expense is approximately $46 million annually in years one through three and $25 million in year four and five.

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

This test is performed at least annually or as triggering events occur.

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

During the fourth quarter of 2023 we performed an impairment assessment of our intangible assets.

The impairment assessment indicated that our intangible assets were not impaired.

During the fourth quarters of 2022 and 2021, we recorded impairments of $5.6 million and $1.0 million, related to our 2014 acquisition of CPH Capital and our 2016 acquisition of Ramius Alternative Solutions LLC, respectively.

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

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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.

Our lease terms

AllianceBernstein

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.

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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.

Any such accruals are adjusted thereafter as appropriate to reflect changed circumstances.

Such is also the case when the litigation is in its early stages or when the litigation is

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highly complex or broad in scope.

Such is particularly 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.

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Assets and Liabilities Held for Sale

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Assets and liabilities classified as held for sale on the consolidated statement of financial condition as of December 31, 2023 were $564.8 million and $153.3 million, respectively.

The 2021 consolidated statement of financial condition was not recast for assets and liabilities classified as held for sale in 2022.

Assets and liabilities classified as held for sale as of December 31, 2022 were $551.4 million and $108.0 million, respectively.

Mutual Fund Underwriting Activities

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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 their award to deferred cash.

For these awards, the number of AB Holding Units awarded was based on the closing price of an AB Holding Unit on the date as of which the awards were approved by the Compensation and Workplace Practices Committee (the " Compensation Committe e") of the Board of Directors (the " Board ").

The number of AB Holding Units awarded was based on the closing price of an AB Holding Unit on the date as of which the awards were approved by the Compensation and Workplace Practices Committee (the " Compensation Committee ") of the Board of Directors (the " Board ").

For awards granted in 2023, 2022 and 2021:

• 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 to participants, regardless of whether or not a long-term deferral election has been made.

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

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

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Under the fair value method, compensatory expense is measured at the grant date based on the estimated fair value of the award and is recognized over the required service period.

For year-end long-term incentive compensation awards, employees who resign or are terminated without cause may retain their awards, subject to compliance with certain agreements and covenants set forth in the applicable award agreement, including the imposition of forfeiture as a result of post-employment competition, prohibitions on employee and client solicitation, and a potential claw-back for failing to follow existing risk management policies.

For year-end long-term incentive compensation awards, employees who resign or are terminated without cause may retain their awards, provided the employee remains in compliance with certain agreements and covenants set forth in the applicable award agreement, including the imposition of forfeiture as a result of post-employment competition, prohibitions on employee and client solicitation, and a potential claw-back for failing to follow existing risk management policies.

Because there is no service requirement, we fully expense these awards on the grant date.

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 the award

Regardless of whether the award agreement includes employee service requirements, AB Holding Units are typically delivered to employees ratably over three years to four years, unless the employee has made a long-term deferral election.

AllianceBernstein

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

During 2022 and 2021, AB Holding issued 5,774 and 0.1 million AB Holding Units, respectively, upon exercise of options to buy AB Holding Units.

AB Holding used the proceeds of $0.2 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.

During 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 $0.2 million, respectively, received from award recipients as payment in cash for the exercise price to purchase the equivalent number of newly issued AB Units.

Foreign Currency Translation and Transactions

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Net foreign currency transaction losses were $4.5 million, $10.2 million and $8.5 million for 2023, 2022 and 2021, respectively, and are reported in general and administrative expenses on the consolidated statements of income.

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Cash Distributions

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Available Cash Flow can be summarized as the cash flow received by AB from operations minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB for use in its business, or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow.

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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.

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Subsequent Events

We evaluate subsequent events through the date that these financial statements are filed with the SEC.

We entered into a lease that commenced in January 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.

No other subsequent events were identified through the date these financials statements were filed with the SEC.

AllianceBernstein

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Dividend and interest income, net of interest expense 91,902 56,653 35,048

Investment (losses) (102,413) (636) (16,401)

Investment gains (losses) 14,206 (102,413) (636)

Other revenues 479 763 2,150

1 unchanged sentence

Total net revenues $ 4,155,323 $ 4,054,290 $ 4,441,602

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Net Income Per Unit

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Diluted net income per AB Unit $ 2.65 $ 3.01 $ 4.18

Years Ended December 31

2022 2021 2020

(in thousands)

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

There were no anti-dilutive options excluded from diluted net income in 2023, 2022 and 2021.

2023 Annual Report 95

Cash and Securities Segregated Under Federal Regulations and Other Requirements

As of both December 31, 2022 and 2021, $1.5 billion of U.S.

As of December 31, 2023 and 2022, $0.9 billion and $1.5 billion, respectively, of U.S.

Treasury Bills were segregated in a special reserve bank custody account for the exclusive benefit of our brokerage customers under Rule 15c3-3 of the Exchange Act.

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Seed capital 128,771 138,012

Exchange-traded options (1)

Investments in limited partnership hedge funds:

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Total investments $ 243,554 $ 217,518

(1) Amounts have been classified as held for sale on the consolidated statement of financial position as of December 31, 2022.

For further discussion, s ee Note 24 Acquisitions and Divestitures.

AllianceBernstein

Total investments related to long-term incentive compensation obligations of $40.0 million and $47.9 million as of December 31, 2023 and 2022, respectively, consist of company-sponsored mutual funds and hedge funds.

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(in thousands)

Net (losses) gains recognized during the period $ (23,855) $ 19,240

Net gains (losses) recognized during the period $ 14,372 $ (23,855)

net gains recognized during the period on equity securities sold during the period 6,132 17,960

Unrealized losses recognized during the period on equity securities held $ (41,815) $ (4,457)

Unrealized gains (losses) recognized during the period on equity securities held $ 8,240 $ (41,815)

AllianceBernstein

Derivative Instruments

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We do not hold any derivatives designated in a formal hedge relationship under ASC 815-10, Derivatives and Hedging .

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The notional value, fair value and gains and losses recognized in investment gains (losses) as of December 31, 2023 and 2022 for derivative instruments (excluding derivative instruments relating to our options desk trading activities discussed below ) not designated as hedging instruments were as follows:

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We minimize our counterparty exposure through a credit review and approval process.

In addition, we have executed various collateral arrangements with counterparties to the over-the-counter derivative transactions that require both pledging and accepting collateral in the form of cash.

As of December 31, 2023 and 2022, we held $5.7 million and $8.4 million, respectively, of cash collateral payable to trade counterparties.

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Generally, if there is more than one derivative transaction with a single counterparty, a master netting arrangement exists with respect to derivative transactions with that counterparty to provide for aggregate net settlement.

Certain of our standardized contracts for over-the-counter derivative transactions (“ ISDA Master Agreements ”) contain credit risk related contingent provisions pertaining to each counterparty's credit rating.

In some ISDA Master Agreements, if the counterparty’s credit rating, or in some agreements, our AUM, falls below a specified threshold, either a default or a termination event permitting the counterparty to terminate the ISDA Master Agreement would be triggered.

In all agreements that provide for collateralization, various levels of collateralization of net liability positions are applicable, depending on the credit rating of the counterparty.

Our standardized contracts for over-the-counter derivative transactions, known as ISDA master agreements, provide for collateralization.

As of December 31, 2023 and 2022, we delivered $7.8 million and $4.2 million, respectively, of cash collateral into brokerage accounts.

We report this cash collateral in cash and cash equivalents in our consolidated statements of financial condition.

As of December 31, 2022 long and short exchange-traded equity options were classified as held for sale on our consolidated statement of financial position.

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As of December 31, 2023 and 2022, long and short exchange-traded equity options were classified as held for sale on our consolidated statement of financial position.

For further discussion, see Note 24 Acquisitions and Divestitures.

As of December 31, 2021, we held $1.9 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, 2021, we held $2.8 million, respectively, of

AllianceBernstein

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.

1 unchanged sentence

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

For the year ended December 31, 2022 and 2021, we recognized $22.1 million of losses and zero gains or losses on equity options activity, respectively.

For the year ended December 31, 2023 and 2022, we recognized $4.9 million and $22.1 million of losses on equity options activity, respectively.

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

9 unchanged sentences

Securities borrowed $ 23,229 $ — $ 23,229 $ (23,229) $ — $ —

$ 62,063 $ — $ 62,063 $ (62,058) $ — $ 5

Derivatives 14,518 — 14,518 — (5,691) 8,827

Long exchange-traded options (1)

December 31, 2022

1 unchanged sentence

Derivatives 24,712 — 24,712 — (8,361) 16,351

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

2022 Annual Report 99

Offsetting of liabilities as of December 31, 2023 and 2022 was as follows:

8 unchanged sentences

Securities loaned $ 125,101 $ — $ 125,101 $ (122,369) $ — $ 2,732

$ 272,580 $ — $ 272,580 $ (267,053) $ 5,527

Derivatives 18,180 — 18,180 — (7,795) 10,385

Short exchange-traded options (1)

December 31, 2022

1 unchanged sentence

Derivatives 13,712 — 13,712 — (4,158) 9,554

Short exchange-traded options 2,774 — 2,774 — — 2,774

(1) Certain amounts have been classified as held for sale on the consolidated statement of financial position as of December 31, 2022.

For further discussion, s ee Note 24 Acquisitions and Divestitures .

Cash collateral, whether pledged or received on derivative instruments, is not considered material and, accordingly, is not disclosed by counterparty.

AllianceBernstein

See Note 15, Consolidated Company-Sponsored Investment Funds , for disclosure of fair value of our consolidated company-sponsored investment funds.

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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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Equity securities 129,655 27,799 129 1,484 — 159,067

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

Limited partnership hedge funds (2)

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Total assets measured at fair value $ 233,633 $ 1,572,448 $ 129 $ 1,484 $ 51,762 $ 1,859,456

Securities sold not yet purchased:

Short equities – corporate $ 1,054 $ — $ — $ — $ — $ 1,054

Short exchange-traded options 2,774 — — — — 2,774

Derivatives 162 13,550 — — — 13,712

1 unchanged sentence

Total liabilities measured at fair value $ 162 $ 13,550 $ 247,309 $ — $ — $ 261,021

(1) Certain amounts have been classified as held for sale on the consolidated statement of financial position as of December 31, 2022.

For further discussion, s ee Note 24 Acquisitions and Divestitures .

(1) Investments measured at fair value using NAV (or its equivalent) as a practical expedient.

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Other investments included in Level 1 of the fair value hierarchy include our investment in a mutual fund measured at fair value ($7.9 million and $6.7 million as of December 31, 2023 and 2022, respectively).

Other investments not measured at fair value include (i) investments in start-up companies that do not have a readily available fair value (these investments were $0.3 million as of December 31, 2022 and 2021), (ii) investments in equity method investees that are not measured at fair value in accordance with GAAP (during the third quarter of 2022, we sold this investment and the balance was reduced to zero, as compared to $2.9 million as of December 31, 2021), and (iii) broker-dealer exchange memberships that are not measured at fair value in accordance with GAAP ($1.2 million and $2.8 million as of December 31, 2022 and 2021, respectively).

Other investments not measured at fair value include (i) investment in start-up company that does not have a readily available fair value (this investment was $0.3 million as of December 31, 2023 and 2022) and (ii) broker-dealer exchange memberships that are not measured at fair value in accordance with GAAP ($2.4 million and $1.2 million as of December 31, 2023 and 2022, 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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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.

• Securities sold not yet purchased:

Securities sold not yet purchased, primarily reflecting short positions in equities and exchange-traded options, are included in Level 1 of the valuation hierarchy.

As of December 31, 2022 these securities have been classified as held for sale on the consolidated statement of financial position.

• Contingent payment arrangements:

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Realized gains (losses), net — —

Unrealized gains (losses), net 3 1

Unrealized (losses) gains, net (11) 3

Balance as of end of period $ 118 $ 129

8 unchanged sentences

Changes in estimates (1)

Payments (1,291) —

Held for sale reclassification (1)

(16,181) (28,899)

Balance as of end of period $ 252,690 $ 247,309

In the third quarter of 2022, we acquired CarVal and recorded a contingent consideration liability of $228.9 million (see Note 24 Acquisitions and Divestitures ).

(1) During 2023, we recorded a $14.1 million change in estimate associated with the acquisition of Autonomous LLC which is included in held for sale liabilities on the condensed consolidated statement of financial condition.

As of December 31, 2023, the expected revenue growth rates range from 2.0% to 83.9%, with a weighted average of 10.3%, calculated using cumulative revenues and range of revenue growth rates.

The discount rates ranged from 1.9% to 10.4%, with a weighted average of 4.6%, calculated using total contingent liabilities and range of discount rates.

In the third quarter of 2022, we acquired CarVal and recorded a contingent consideration liability of $228.9 million (see Note 24 Acquisitions and Divestiture s).

The liability, ranging from zero to $650.0 million, is based on CarVal achieving certain performance objectives over a six-year period ending December 31, 2027.

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The discount rates ranged from 1.9% to 10.4%, with a weighted average of 4.5%, calculated using total contingent liabilities and range of discount rates.

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.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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Furniture and equipment (1)

$ 168,415 $ 605,567

Leasehold improvements (1)

Total 929,549 885,197

326,131 323,982

494,546 929,549

Accumulated depreciation and amortization (1)

(318,198) (740,291)

Furniture, equipment and leasehold improvements, net (1)

$ 176,348 $ 189,258

(1) During the fourth quarter of 2023 we wrote off approximately $461.7 million in fully depreciated assets.

Depreciation and amortization expense on furniture, equipment and leasehold improvements were $44.9 million, $39.7 million and $38.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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Deferred sales commissions, net $ 87,374 $ 52,250

Amortization expense was $34.8 million, $34.4 million and $27.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Amortization expense associated with deferred sales commissions was $36.8 million, $34.8 million and $34.4 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Estimated future amortization expense related to the December 31, 2023 net asset balance, assuming no additional CDSC is received in future periods, is as follows (in thousands):

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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 October 13, 2026.

The Credit Facility was amended and restated on February 9, 2023, to reflect the transition from US LIBOR, which was retired June 30, 2023, to the term Secured Overnight Financial Rate (" SOFR ").

Other than this immaterial change, 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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Borrowings under the Credit Facility 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:

London Interbank Offered Rate;

a floating base rate;

a Prime rate;

or the Federal Funds rate.

1 unchanged sentence

During 2023 and 2022, we did not draw upon the Credit Facility.

AllianceBernstein

AB also has a $900.0 million committed, unsecured senior credit facility (“ EQH Facility ”) with EQH.

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Borrowings under the EQH Facility generally bear interest at a rate per annum based on prevailing overnight commercial paper rates.

AllianceBernstein

The EQH Facility contains affirmative, negative and financial covenants which are substantially similar to those in AB’s committed bank facilities.

As of December 31, 2023, we were in compliance with these covenants.

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.

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

As of December 31, 2022 and 2021, AB had $900.0 million and $755.0 million outstanding under the EQH Facility with interest rates of approximately 4.3% and 0.2%, respectively.

As of both December 31, 2023 and 2022, AB had $900.0 million outstanding under the EQH Facility with interest rates of approximately 5.3% and 4.3%, respectively.

Average daily borrowings on the EQH Facility during 2023 and 2022 were $743.1 million and $655.2 million, respectively, with weighted average interest rates of approximately 4.9% and 1.7%, respectively.

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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, 2023, we were in compliance with these covenants.

As of December 31, 2023, we had no amounts outstanding under the EQH Uncommitted Facility.

As of December 31, 2022, we had $90.0 million outstanding under the EQH Uncommitted Facility with an interest rate of approximately 4.3%.

Average daily borrowings on the EQH Facility during 2022 were $0.7 million with a weighted average interest rate of approximately 4.3%.

During 2021, we did not draw on the facility.

Average daily borrowings on the EQH Facility during 2023 and 2022 were $3.6 million and $0.7 million, respectively, with weighted average interest rates of approximately 4.6% and 4.3%, respectively.

Commercial Paper

As of both December 31, 2022 and 2021, we had no commercial paper outstanding.

As of December 31, 2023, we had $254.3 million of commercial paper outstanding with an interest rate of 5.4%.

As of December 31, 2022, we had no commercial paper outstanding.

The commercial paper is short term in nature, and as such, recorded value is estimated to approximate fair value (and considered a Level 2 security in the fair value hierarchy).

Average daily borrowings of commercial paper during 2023 and 2022 were $267.6 million and $189.9 million, respectively, with weighted average interest rates of approximately 5.2% and 1.5%, respectively.

Revolving Credit Facility

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.

Average daily borrowings under the Revolver for 2021 were $13.3 million with a weighted average interest rate of approximately 1.1%.

SCB Lines of Credit

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As of December 31, 2023 and 2022, SCB LLC had no outstanding balance on these lines of credit.

Average daily borrowings on the lines of credit during 2022 and 2021 were $1.4 million and $47 thousand, respectively, with weighted average interest rates of approximately 3.7% and 0.9%, respectively.

Average daily borrowings on the lines of credit during 2023 and 2022 were $1.1 million and $1.4 million, respectively, with weighted average interest rates of approximately 7.8% and 3.7%, respectively.

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

Our current leases have remaining lease terms of one year to 15 years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year.

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

Our current leases have initial lease terms of one year to 15 years, some of which include options to extend the leases for up to seven years, and some of which include options to terminate the leases within one year.

2023 Annual Report 103

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AllianceBernstein

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

We have signed a lease that commenced 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.

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Commitments and Contingencies

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

As indicated in Note 13 Leases , 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, 2023, are as follows:

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Total future minimum payments $ 795.0 $ (30.9) $ 764.1

See Note 13 for material lease commitments.

See Note 13 Leases for material lease commitments.

Legal Proceedings

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.

Any such accruals are adjusted thereafter as appropriate to reflect changed circumstances.

Such is particularly 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.

2023 Annual Report 105

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, and the Investment and Administrative Committees 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.

AB is prepared to defend itself vigorously against these claims.

AB is prepared to defend itself vigorously against these claims and filed a motion to dismiss on February 24, 2023.

2022 Annual Report 107

AB may be involved in various other matters, including regulatory inquires, administrative proceedings and litigation, some of which may allege significant damages.

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

Management, after consultation with legal counsel, currently believes that the outcome of any other 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 an element of uncertainty;

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

During 2010, as general partner of AllianceBernstein U.S.

Real Estate L.P.

(“ Real Estate Fund ”), we committed to invest $25.0 million in the Real Estate Fund.

As of December 31, 2022, we had funded $22.4 million of this commitment.

During 2014, as general partner of AllianceBernstein U.S.

Real Estate II L.P.

(“ Real Estate Fund II ”), we committed to invest $27.3 million, as amended in 2020, in the Real Estate Fund II.

As of December 31, 2022, we had funded $21.6 million of this commitment.

AB may be involved in various other 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 other matters, but management cannot currently estimate any such losses.

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.

Consolidated Company-Sponsored Investment Funds

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Due to the similarity of risks related to our involvement with each company-sponsored investment fund, disclosures required under the VIE model are aggregated, such as disclosures regarding the carrying amount and classification of assets.

AllianceBernstein

We are not required to provide financial support to company-sponsored investment funds and only the assets of such funds are available to settle each fund's own liabilities.

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Equity and debt holders of such funds have no recourse to AB’s assets or to the general credit of AB.

The balances of consolidated VIEs included in our consolidated statements of financial condition were as follows:

The balances of consolidated VIEs and VOEs included in our consolidated statements of financial condition were as follows:

December 31, 2023 December 31, 2022

(in thousands)

VIEs VOEs Total VIEs VOEs Total

Cash and cash equivalents $ 7,572 $ 167 $ 7,739 $ 19,751 $ — $ 19,751

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During 2023, we deconsolidated five funds in which we had seed investments totaling approximately $77.3 million as of December 31, 2022 due to no longer having a controlling financial interest.

Changes in the redeemable non-controlling interest balance during the twelve-month period ended December 31, 2023 are as follows (in thousands):

Redeemable non-controlling interest as of December 31, 2022 $ 368,656

Deconsolidated funds (196,277)

Changes in third-party seed investments in consolidated funds 37,041

Redeemable non-controlling interest as of December 31, 2023

AllianceBernstein

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.

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December 31, 2023:

Investments $ 129,706 $ 386,830 $ — $ 516,536

Derivatives 1,529 6,023 — 7,552

Investments - VIEs $ 49,455 $ 237,164 $ — $ 286,619

Investments - VOEs 9,036 101,519 — 110,555

Derivatives - VIEs 2,139 2,763 — 4,902

Derivatives - VOEs — 8,775 — 8,775

Total assets measured at fair value $ 60,630 $ 350,221 $ — $ 410,851

Derivatives $ 14,932 $ 6,608 $ — $ 21,540

Derivatives - VIEs $ 944 $ 1,587 $ — $ 2,531

Total liabilities measured at fair value $ 944 $ 1,587 $ — $ 2,531

December 31, 2022:

Investments $ 165,415 $ 444,253 $ 3,357 $ 613,025

Derivatives 622 5,265 — 5,887

Investments - VIEs $ 129,706 $ 386,830 $ — $ 516,536

Derivatives - VIEs 1,529 6,023 — 7,552

Total assets measured at fair value $ 131,235 $ 392,853 $ — $ 524,088

Derivatives $ 16,291 $ 2,051 $ — $ 18,342

Derivatives - VIEs $ 14,932 $ 6,608 $ — $ 21,540

Total liabilities measured at fair value $ 14,932 $ 6,608 $ — $ 21,540

See Note 9 for 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.

2022 Annual Report 109

The change in carrying value associated with Level 3 financial instruments carried at fair value within consolidated company-sponsored investment funds was as follows:

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Sales — (248)

Realized gains, net — 3

Unrealized (losses), net — (11)

Balance as of end of period $ — $ —

2 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.

2023 Annual Report 107

Derivative Instruments

As of December 31, 2023 and 2022, the VIEs held $2.4 million and $14.0 million (net), respectively, of futures, forwards, options and swaps within their portfolios.

For the years ended December 31, 2022 and 2021, we recognized $9.4 million and $0.7 million of losses, respectively, on these derivatives.

For the years ended December 31, 2023 and 2022, we recognized $0.1 million of gains and $9.4 million of losses, respectively, on these derivatives.

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

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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, 2023, the VOEs held $8.8 million of futures, forwards, options and swaps within their portfolios.

For the year ended December 31, 2023, we recognized $0.1 million of losses, respectively, on these derivatives.

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

As of December 31, 2023, the VOEs held no cash collateral payable to trade counterparties.

As of December 31, 2023, the VOEs delivered no cash collateral in brokerage accounts.

Offsetting Assets and Liabilities

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December 31, 2023:

Derivatives $ 7,552 $ — $ 7,552 $ — $ (2,731) $ 4,821

Derivatives - VIEs $ 4,902 $ — $ 4,902 $ — $ (1,415) $ 3,487

December 31, 2022:

Derivatives $ 5,887 $ — $ 5,887 $ — $ (904) $ 4,983

AllianceBernstein

Derivatives - VIEs $ 7,552 $ — $ 7,552 $ — $ (2,731) $ 4,821

Offsetting of derivative liabilities of consolidated company-sponsored investment funds as of December 31, 2023 and 2022 was as follows:

4 unchanged sentences

December 31, 2023:

Derivatives $ 21,540 $ — $ 21,540 $ — $ (5,444) $ 16,096

Derivatives - VIEs $ 2,531 $ — $ 2,531 $ — $ (1,408) $ 1,123

December 31, 2022:

Derivatives $ 18,342 $ — $ 18,342 $ — $ (1,824) $ 16,518

Derivatives - VIEs $ 21,540 $ — $ 21,540 $ — $ (5,444) $ 16,096

Cash collateral, whether pledged or received on derivative instruments, is not considered material and, accordingly, is not disclosed by counterparty.

1 unchanged sentence

As of December 31, 2023, the net assets of company-sponsored investment products that are non-consolidated VIEs are approximately $54.6 billion;

our maximum risk of loss is our investment of $5.7 million in these VIEs and our advisory fees receivable from these VIEs are $54.2 million.

our maximum risk of loss is our investment of $10.3 million in these VIEs and our advisory fees

AllianceBernstein

receivable from these VIEs are $114.5 million.

As of December 31, 2022, the net assets of company-sponsored investment products that were non-consolidated VIEs was approximately $46.4 billion;

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

We seek to control the risks associated with margin transactions by requiring

2022 Annual Report 111

customers to maintain collateral in compliance with the aforementioned regulatory and internal guidelines.

We seek to control the risks associated with margin transactions by requiring customers to maintain collateral in compliance with the aforementioned regulatory and internal guidelines.

We monitor required margin levels daily and, pursuant to such guidelines, require customers to deposit additional collateral, or reduce positions, when necessary.

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For these discretionary accounts, our margin deficiency exposure is minimized by our maintaining a diversified portfolio of securities in the accounts, our discretionary authority and our U.S.-based broker-dealer's role as custodian.

In accordance with industry practice, we record customer transactions on a settlement date basis, which generally is two business days after trade date for our U.K.

In accordance with industry practice, we record customer transactions on a settlement date basis.

We are exposed to risk of loss on these transactions in the event of the customer’s inability to meet the terms of their contracts, in which case we may have to purchase or sell financial instruments at prevailing market prices.

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With respect to security lending arrangements, we receive collateral in the form of cash in amounts generally in excess of the market value of the securities loaned.

We attempt to mitigate credit risk associated with these activities by establishing credit limits for each broker and monitoring these limits on a daily basis.

We attempt to mitigate credit risk associated with these activities by establishing credit limits for each broker and monitoring these limits on a

2023 Annual Report 109

Additionally, security borrowing and lending collateral is marked to market on a daily basis, and additional collateral is deposited by or returned to us as necessary.

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Defined contribution expense for foreign entities was $11.7 million, $10.2 million and $9.8 million in 2023, 2022 and 2021, respectively.

We maintain a qualified, noncontributory, defined benefit retirement plan (“ Retirement Plan ”) covering current and former employees who were employed by AB in the United States prior to October 2, 2000.

We maintain a qualified, noncontributory, defined benefit retirement plan (the “ Retirement Plan ”) covering current and former employees who were employed by AB in the United States prior to October 2, 2000.

Benefits are based on years of credited service, average final base salary (as defined in the Retirement Plan) and primary Social Security benefits.

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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:

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Actual return on plan assets 11,655 (27,448)

Employer contribution — —

Plan settlements — (4,524)

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This prior service cost will be amortized over future years.

The amounts recognized in other comprehensive income (loss) for the Retirement Plan for 2022, 2021 and 2020 were as follows:

AllianceBernstein

The amounts recognized in other comprehensive income for the Retirement Plan for 2023, 2022 and 2021 were as follows:

2023 2022 2021

4 unchanged sentences

Income tax (expense) (9) (33) (87)

Other comprehensive income (loss) $ 6,510 $ 15,795 $ (4,281)

The gain of $6.5 million recognized in 2022 was primarily due to changes in the discount rate and lump sum interest rates of ($38.7 million) , settlement loss recognized of ($1.7 million) and the recognized actuarial loss of ($1.0 million), offset by actual earnings less than expected earnings on plan assets ($34.0 million), changes in the census data ($0.5 million) and changes in adjustments for participants who received their pension as a lump sum ($0.4 million).

Other comprehensive income $ 8,830 $ 6,510 $ 15,795

The gain of $8.8 million recognized in 2023 was primarily due to actual earnings exceeding expected earnings on plan assets of ($6.9 million), the recognized actuarial loss of ($0.9 million), changes in the discount rate and lump sum interest rates of ($0.5 million) and changes in the census data ($0.5 million).

The gain of $6.5 million recognized in 2022 was primarily due to changes in the discount rate and lump sum interest rates of ($38.7 million), settlement loss recognized of ($1.7 million) and the recognized actuarial loss of ($1.0 million), offset by actual earnings less than expected earnings on plan assets of ($34.0 million), changes in the census data ($0.5 million) and changes in adjustments for participants who received their pension as a lump sum ($0.4 million).

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 loss of $4.3 million recognized in 2020 primarily was 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 census data ($0.4 million).

2022 Annual Report 113

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

As such, disclosure for these plans is not necessary.

The reconciliation of the 2022 amounts recognized in other comprehensive income for the Retirement Plan as compared to the consolidated statement of comprehensive income ( " OCI Statement " ) is as follows:

The reconciliation of the 2023 amounts recognized in other comprehensive income for the Retirement Plan as compared to the consolidated statement of comprehensive income (the "OCI Statement" ) is as follows:

Plan Retired Individual Plan Foreign Retirement Plans OCI

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The amortization period over which we are amortizing the loss for the Retirement Plan from accumulated other comprehensive income is 27.2 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 $24,000 and $1.0 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 $0.7 million.

The accumulated benefit obligation for the plan was $98.4 million and $100.5 million as of December 31, 2023 and 2022, respectively.

2023 Annual Report 111

The discount rates used to determine benefit obligations as of December 31, 2023 and 2022 (measurement dates) were 5.40% and 5.50%, respectively.

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2029 - 2033 37,703

AllianceBernstein

Net expense under the Retirement Plan consisted of:

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The expected long-term rate of return on assets is based on weighted average expected returns for each asset class.

As of December 31, 2022, the mortality projection assumption used the generational MP-2021 improvement scale, which is consistent with the improvement scale used in 2021.

Prior to 2021, mortality was projected generationally using the MP-2020 improvements scale.

As of December 31, 2023, the mortality projection assumption used the generational MP-2021 improvement scale, which is consistent with the improvement scale used in 2022 and 2021.

The base mortality assumption used is the Society of Actuaries PRI-2012 base mortality table for private sector plans, with a white-collar adjustment, using the contingent annuitant table for beneficiaries of deceased participants.

The Internal Revenue Service (“ IRS ”) recently updated the mortality tables used to determine lump sums.

For fiscal year-end 2022, we reflected the most recently published IRS table for lump sums assumed to be paid in 2023.

For fiscal year-end 2023, we reflected the most recently published Internal Revenue Service table for lump sums assumed to be paid in 2023.

We projected future mortality for lump sums assumed to be paid after 2023 using the current base mortality tables (RP-2014 backed off to 2006) and projection scale of MP-2021.

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The guidelines regarding allocation of assets are formalized in the Investment Policy Statement adopted by the Investment Committee for the Retirement Plan.

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 Retirement 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 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 Investment Policy Statement.

Investments are permitted in overlay portfolios (regulated mutual funds), which are designed to manage short-term portfolio risk and mitigate the effect of extreme outcomes by varying the asset allocation of a portfolio.

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, and managing the Plan's funded status

AllianceBernstein

appropriately.

The guidelines specify a target allocation weighting of 62.5% for liability hedging investments and 37.5% for return seeking investments.

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

2022 Annual Report 115

The valuation of our Retirement Plan assets by pricing observability levels as of December 31, 2023 and 2022 was as follows (in thousands):

15 unchanged sentences

Fixed income mutual funds 2,149 — — 2,149

Fixed income securities — 22,478 — 22,478

Equity mutual funds 26,074 — — 26,074

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During 2023 and 2022, the Retirement Plan's investments include the following:

Treasury strips, (zero-coupon bonds);

• one fixed income mutual fund in 2022, as compared to two fixed income mutual funds in 2021.

The fund included in both 2022 and 2021 pursues an aggressive investment strategy involving a variety of asset classes.

Treasury strips, (zero coupon bonds) in 2023 and 2022;

• fixed income securities primarily invested in bonds and included as a level 2 security;

• one multi asset fund fund in 2023 and 2022, in which the fund pursued an aggressive investment strategy involving a variety of asset classes.

This fund seeks inflation protection from investments around the globe, both in developed and emerging market countries;

The additional fund included in 2021 sought to generate income consistent with preservation of capital;

• six equity mutual funds in both 2022 and 2021, which focus on both U.S.-based and non-U.S.-based equity securities of various capitalization sizes ranging from small to large capitalization and diversified portfolios within those capitalization ranges;

• one asset allocation mutual fund, which seeks to moderate overall volatility and limit extreme outcomes in times of market stress, without sacrificing long-term growth potential.

This fund continuously adjusts the mix of global equities, bonds and related “opportunistic” assets based on our view of prospective market conditions;

• one separately managed account, managed against the Bloomberg Long U.S.

• six equity mutual funds in 2023 and 2022, which focus on both U.S.-based and non-U.S.-based equity securities of various capitalization sizes ranging from small to large capitalization and diversified portfolios within those capitalization ranges;

• one asset allocation mutual fund in 2022 which was liquidated in 2023;

• one separately managed account in 2023, managed against the Bloomberg Long U.S.

Corporate index.

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dollar denominated investment grade fixed income securities with at least 10 years to maturity;

one alternative investment, securitized assets hedge fund with a focus on mortgage credit, principally through investment in Credit Risk Transfer Securities, residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities;

• investments measured at net asset value, including two hedge funds in both 2022 and 2021;

one fund is a long/short equity-focused multi-manager hedge fund investing across industries and geographies.

The second fund seeks to provide attractive risk-adjusted returns over full market cycles with less volatility than that of 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.

AllianceBernstein

• one alternative investment in 2022 which was liquidated in 2023;

• investments measured at net asset value, including one hedge fund in 2023 and two hedge funds in 2022.

The hedge fund included in both 2023 and 2022 seeks to provide attractive risk-adjusted returns over full market cycles with less volatility than that of 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.

The second hedge fund included in 2022 was a long/short equity-focused multi-manager hedge fund investing across industries and geographies.

Long-term Incentive Compensation Plans

We maintain an unfunded, non-qualified incentive compensation program known as the AllianceBernstein Incentive Compensation Award Program (“ Incentive Compensation Program ”), under which annual awards may be granted to eligible employees.

We maintain an unfunded, non-qualified incentive compensation program known as the AllianceBernstein Incentive Compensation Award Program (the “ Incentive Compensation Program ”), under which annual awards may be granted to eligible

2023 Annual Report 113

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

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AB Holding Unit-based awards (including options) in respect of 30,204,036 AB Holding Units were available for grant under the 2017 Plan as of December 31, 2022.

The award agreement contained in the Incentive Compensation Program permits AB to clawback the unvested portion of an award if the recipient fails to adhere to our risk management policies.

Further, pursuant to Rule 10D-1 of the Securities Exchange Act of 1934 (the " Rule ") and Section 303A.14 of the NYSE Listed Company Manual, the Board of Directors (the " Board ") has adopted a Compensation Recovery Policy (the "Policy ") effective November 15, 2023.

Pursuant to the Policy, the Company will promptly recover erroneously awarded incentive-based compensation (as defined by section 10D(b)(1) to include any compensation that is granted, earned or vested wholly or in part upon attainment of a financial reporting measure) from any current or former Executive Officer of the Company as defined by Rule 10D-1 of the Exchange Act as required under the Exchange Act and the NYSE Listed Company Manual.

The company does not currently award incentive-based compensation as defined by the Rule.

We have filed the Policy as Exhibit 97.01 to this Form 10-K.

The portion of incentive-based compensation received from EQH specific to Seth Bernstein, our Chief Executive Officer, is covered under the Compensation Recovery Policy adopted by our parent EQH and will be applicable to any current or previous incentive-based compensation received directly from our parent company by Mr.

Option Awards

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options granted to Eligible Directors generally were exercisable at a rate of 33.3% of the AB Holding Units subject to such options on each of the first three anniversary dates of the date of grant.

2022 Annual Report 117

The option-related activity in our equity compensation plans during 2022 is as follows:

Options to Buy

Units Weighted

Per Option Weighted

Term (Years) Aggregate

Value (in thousands)

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

Exercised (5,774) 20.12

Forfeited — —

Outstanding as of December 31, 2022 — $ — — $ —

Exercisable as of December 31, 2022 — $ — — $ —

Vested or expected to vest as of December 31, 2022 — $ — — $ —

The total intrinsic value of options exercised during 2022, 2021 or 2020 was $0.2 million, $2.2 million and $32,368, respectively.

There was no option-related activity in our equity compensation plans during 2023.

AllianceBernstein

The total intrinsic value of options exercised during 2023, 2022 or 2021 was zero , $0.2 million and $2.2 million, respectively.

Under the fair value method, compensation expense is measured at the grant date based on the estimated fair value of the options awarded (determined using the Black-Scholes option valuation model) and is recognized over the requisite service period.

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These AB Holding Units give the Eligible Directors, in most instances, all the rights of other AB Holding Unitholders, subject to such restrictions on transfer as the Board may impose.

We award restricted AB Holding Units to Eligible Directors that vest ratably over three years (four years for awards granted in 2021 and previous years).

We award restricted AB Holding Units to Eligible Directors that vest ratably over three years (four years for awards granted in 2021).

We fully expensed these awards on each grant date, as there is no service requirement.

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Compensation expense related to Mr.

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

Bernstein's restricted AB Holding Unit grant was $0.3 million for the year ended December 31, 2021.

Under the Incentive Compensation Program, we awarded 5.2 million restricted AB Holding Units in 2023 (which included 5.0 million restricted AB Holding Units in December for the 2023 year-end awards as well as 0.2 million additional restricted AB Holding Units granted earlier during the year relating to the 2022 year-end awards), with grant date fair values per restricted AB Holding Unit ranging between $30.56 to $38.84.

We awarded 4.2 million restricted AB Holding Units in 2022 (which included 3.8 million restricted AB Holding Units in December for the 2022 year-end awards as well as 0.4 million additional restricted AB Holding Units granted earlier during the year relating to the 2021 year-end awards), with grant date fair values per restricted AB Holding Unit ranging between $38.84 to $50.94.

AllianceBernstein

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 related to the 2020 year-end awards), with grant date fair values per restricted AB Holding Unit ranging between $32.10 to $50.94.

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 vest in 33.3% increments on December 1 st of each of the three years immediately following the year in which the award is granted.

Restricted AB Holding Units awarded under the Incentive Compensation Program generally vest in 33.3% increments on December 1 st 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 generally ranging between two and ten years.

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Compensation Expense $ 30.1 $ 35.0 $ 40.9

2023 Annual Report 115

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

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Outstanding as of December 31, 286,609,212 285,979,913

(1) Includes 15,321,535 Units issued as a result of the CarVal acquisition.

(1) Includes 15,321,535 Units issued in 2022 as a result of the CarVal acquisition.

(2) During 2023 and 2022, we purchased 5,695 and 2,500 AB Units, respectively, in private transactions and retired them.

2022 Annual Report 119

AB is a private partnership for federal income tax purposes and, accordingly, is not subject to federal or state corporate income taxes.

AllianceBernstein

AB, a private limited partnership, is not subject to federal or state corporate income taxes.

However, AB is subject to a 4.0% New York City unincorporated business tax (“UBT”).

Domestic corporate subsidiaries of AB, which are subject to federal, state and local income taxes, generally are included in the filing of a consolidated federal income tax return with separate state and local income tax returns being filed.

Foreign corporate subsidiaries are generally subject to taxes in the foreign jurisdictions where they are located.

Our domestic corporate subsidiaries are subject to federal, state and local income taxes, and generally are included in the filing of a consolidated federal income tax return.

Separate state and local income tax returns also are filed.

Foreign corporate subsidiaries generally are subject to taxes in the jurisdictions where they are located.

In order to preserve AB’s status as a private partnership for federal income tax purposes, AB Units must not be considered publicly traded.

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Income tax expense $ 29,051 $ 39,639 $ 62,728

AllianceBernstein

2023 Annual Report 117

The principal reasons for the difference between the effective tax rates and the UBT statutory tax rate of 4.0% are as follows:

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Foreign outside basis difference 3,414 0.4 (1,535) (0.2) 1,492 0.1

Amended 2017 return — — — — (221) —

Valuation allowance reserve (release) (22,447) (2.7) — — — —

Effect of ASC 740 adjustments, miscellaneous taxes, and other 3,553 0.4 5,366 0.7 1,799 0.1

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

There was no interest expense recorded in 2022 or 2021.

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

As of December 31, 2022 and 2021, there is no accrued interest recorded on the consolidated statements of financial condition.

There were no penalties as of December 31, 2022, 2021 and 2020.

As of December 31, 2023, 2022, and 2021, there is no accrued interest or penalties recorded on the consolidated statements of financial condition.

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 2019 , except as set forth below.

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.

During the third quarter of 2023, the City of New York notified us of an examination of AB's UBT returns for the years 2020 through 2021.

The examination is ongoing and no provision with respect to this examination has been recorded.

2022 Annual Report 121

AllianceBernstein

Currently, there are no income tax examinations at our significant non-U.S.

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

As of December 31, 2022, it is reasonably possible that $2.8 million of our unrecognized tax benefits will change within the next 12 months due to the expiration of the statute of limitations.

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.

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Intangible assets 11,454 10,190

Investment in foreign subsidiaries — 4,084

Right-of-use asset 3,730 4,191

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Net deferred tax asset $ 45,141 $ 24,921

The valuation allowance of $38.1 million was established as of December 31, 2022 primarily due to significant negative evidence that capital losses anticipated in the held for sale foreign subsidiaries will not be utilized, given the nature of income expected to be incurred by the applicable subsidiaries.

The valuation allowance of $3.8 million was established as of December 31, 2021 primarily due to significant negative evidence that net operating loss ( "NOL" ) carryforwards will not be utilized, given the future losses expected to be incurred by the applicable subsidiaries.

We had NOL carryforwards at December 31, 2022 and 2021 of approximately $30.3 million and $55.1 million, respectively, in certain foreign locations with a five-year expiration period.

Valuation allowances of $28.6 million and $38.1 million were established as of December 31, 2023 and 2022, respectively, primarily due to significant negative evidence that capital losses anticipated in the held for sale foreign subsidiaries will not be utilized, given the nature of income expected to be incurred by the applicable subsidiaries.

During 2023, we recognized a one-time tax benefit of $22.4 million from the release of a valuation allowance on a capital loss tax asset due to a tax planning action identified in the fourth quarter, due to a future restructuring of certain foreign subsidiaries that would not have a material impact on AB operations.

We had net operating loss carryforwards at December 31, 2023 and 2022 of approximately $44.0 million and $30.3 million, respectively, in certain foreign locations with a five year expiration period.

The deferred tax asset is included in other assets in our consolidated statement of financial condition.

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At existing applicable income tax rates, additional taxes of approximately $6.2 million would need to be paid if such earnings are remitted.

AllianceBernstein

2023 Annual Report 119

Business Segment Information

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International 1,627,825 1,672,332 1,883,010

$ 4,054,290 $ 4,441,602 $ 3,708,536

Total $ 4,155,323 $ 4,054,290 $ 4,441,602

Long-lived assets:

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Total $ 4,126,868 $ 4,140,457

(1) We have recast prior period presentation of geographic revenues to align with current period presentation by legal entity domicile as compared to historical presentation method by client domicile.

Major Customers

No single customer or individual client accounted for more than 10% of our total revenues for the years ended December 31, 2023, 2022 and 2021.

2022 Annual Report 123

AllianceBernstein

Related Party Transactions

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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:

Years Ended December 31

2023 2022 2021

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$ (885,517) $ (986,089)

AllianceBernstein

2023 Annual Report 121

Other Related Parties

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The net receivable balance included in the consolidated statements of financial condition as of December 31, 2023 and 2022 was $8.7 million and $7.7 million, respectively.

Acquisitions and Divestitures

Divestitures and Acquisitions

On November 22, 2022, AB and SocGen, a leading European bank, announced plans to form a joint venture combining their respective cash equities and research businesses (the " Initial Plan ").

In the Initial Plan, AB would own a 49% interest in the joint venture and SocGen would own a 51% interest in the global joint venture, with an option to reach 100% ownership after five years.

During the fourth quarter of 2023, AB and SocGen negotiated a revised plan (the " Revised Plan ") to form a North American joint venture (the " NA JV ") and an International joint venture (the " International JV ").

Under the Revised Plan, AB would own a majority economic and voting interest in the NA JV and a 49% economic and voting interest in the International JV.

The Revised Plan, as compared to the Initial Plan, will not have a significant impact on our results of operations or financial condition.

SocGen will continue to have an option to reach 100% ownership in the International JV after five years and AB would have an option to sell its share in both joint ventures to SocGen, subject to regulatory approval.

The consummation of the joint ventures is subject to customary closing conditions, including regulatory clearances.

The closings are expected to occur in the first half of 2024.

The structure of the Board of Directors of the NA JV Holding Company, which will include two independent directors, precludes AB from controlling the Board and therefore from having a controlling financial interest in the entity.

Upon review of the consolidation guidance under U.S.

GAAP, we have concluded we will not consolidate the NA JV Holding Company and will maintain an equity method investment in both the NA JV and the International JV holding companies.

Accordingly , the assets and liabilities of AB's research services business (“ the disposal group ”) continue to be classified as held for sale on the consolidated statement of financial condition and recorded at fair value, less cost to sell.

As a result of classifying these assets as held for sale, we recognized a non-cash valuation adjustment of $6.6 million in general and administrative expenses on the condensed consolidated statement of income for the twelve months ended December 31, 2023, as well as $7.4 million for the three months ended December 31, 2022, to recognize the net carrying value at lower of cost or fair value, less estimated costs to sell.

Approximately $7.2 million in costs to sell have been paid as of December 31, 2023.

AllianceBernstein

The following table summarizes the assets and liabilities of the disposal group classified as held for sale on the consolidated statement of financial condition as of December 31, 2023 and 2022:

Years Ended December 31

(in thousands)

Cash and cash equivalents $ 153,047 $ 159,123

Receivables, net:

Brokers and dealers 32,669 44,717

Brokerage clients 74,351 29,243

Other fees 15,326 22,988

Investments 17,029 24,507

Furniture and equipment, net 5,807 4,128

Other assets 104,228 107,764

Right-of-use assets 5,032 1,552

Intangible assets 4,061 4,903

Goodwill 159,826 159,826

Valuation adjustment (allowance) on disposal group (6,600) (7,400)

Total assets held for sale $ 564,776 $ 551,351

Brokers and dealers $ 39,359 $ 32,983

Brokerage clients 16,885 10,232

Other liabilities 67,938 50,884

Accrued compensation and benefits 29,160 13,853

Total liabilities held for sale $ 153,342 $ 107,952

As of December 31, 2023 and 2022, cash and cash equivalents classified as held for sale included in the consolidated statement of cash flows were $153.0 million and $159.1 million, respectively.

We have determined that the exit from the sell-side research business does not represent a strategic shift that had a major effect on our consolidated results of operations.

Accordingly, we have not classified the disposal group as discontinued operations.

The results of operations of the disposal group up to the respective dates of sale will be included in our consolidated results of operations for all periods presented.

The lower of amortized cost or fair value adjustment upon transferring these assets to held for sale was not material.

A cquisitions

On July 1, 2022, AB Holding acquired a 100% ownership interest in 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.

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The fair value of the units issued on November 1, 2022 reflect final adjustments to the estimated unit issuance recorded as of acquisition close on July 1, 2022 and as disclosed in the third quarter 2022 Form 10-Q.

2023 Annual Report 123

AB received a 100% equity interest in CarVal from AB Holding and issued approximately 15.3 million AB Units (with a fair value of $589.2 million).

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The goodwill recorded is not deductible for tax purposes as the CarVal acquisition was an investment in a partnership.

2022 Annual Report 125

The following table summarizes the amounts of identified assets acquired and liabilities assumed at the acquisition date (reflecting acquisition adjustments recorded in the fourth quarter of 2022), as well as the consideration transferred to acquire CarVal (in thousands):

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As a result, we have not provided supplemental pro forma financial information.

On November 22, 2022, AB and SocGen, a leading European bank, announced plans to form a joint venture combining their respective cash equities and research businesses.

The consummation of the joint venture is subject to customary closing conditions, including regulatory clearances.

The closing is expected to occur before the end of 2023.

Upon closing, AB will own a 49% interest in the joint venture and SocGen will own a 51% interest in the joint venture, with an option to reach 100% ownership after five years.

The assets and liabilities of AB's research services business (“ the disposal group ”) have been classified as held for sale on the consolidated statement of financial condition and recorded at fair value, less cost to sell.

As a result of classifying these assets as held for sale, we recognized a non-cash valuation adjustment of $7.4 million on the consolidated statement of income , to recognize the net carrying value at lower of cost or fair value, less estimated costs to sell.

AllianceBernstein

The following table summarizes the assets and liabilities of the disposal group classified as held for sale on the consolidated statement of financial condition as of December 31, 2022:

Cash and cash equivalents $ 159,123

Receivables, net:

Brokers and dealers 44,717

Brokerage clients 29,243

Other fees 22,988

Investments 24,507

Furniture and equipment, net 4,128

Other assets 107,764

Right-of-use assets 1,552

Intangible assets 4,903

Goodwill 159,826

Valuation adjustment (allowance) on disposal group (7,400)

Total assets held for sale $ 551,351

Brokers and dealers $ 32,983

Brokerage clients 10,232

Other liabilities 50,884

Accrued compensation and benefits 13,853

Total liabilities held for sale $ 107,952

As of December 31, 2022, cash and cash equivalents classified as held for sale included in the consolidated statement of cash flows was $159.1 million.

We have determined that the exit from the sell-side research business does not represent a strategic shift that had a major effect on our consolidated results of operations.

Accordingly, we have not classified the disposal group as discontinued operations.

The results of operations of the disposal group up to the respective dates of sale will be included in our consolidated results of operations for all periods presented.

The lower of amortized cost or fair value adjustment upon transferring these assets to held for sale was not material.

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