ALLIANCEBERNSTEIN HOLDING L.P. 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the General Partner and Unitholders of AllianceBernstein Holding L.P. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying statements of financial condition of AllianceBernstein Holding L.P. (the “Company”) as of December 31, 2023 and 2022, and the related statements of income, of comprehensive income, of changes in partners’ capital and of cash flows for each of the three years in the period ended December 31, 2023 including the related notes (collectively referred to as the “financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. 60 AllianceBernstein Table of Contents Part II Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. 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. 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 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 Nashville, Tennessee February 9, 2024 We have served as the Company’s auditor since 2006. 2023 Annual Report 61 Table of Contents Part II AllianceBernstein Holding L.P. Statements of Financial Condition Years Ended December 31 2023 2022 (in thousands, except unit amounts) ASSETS Investment in AB $ 2,077,540 $ 2,074,626 Total assets $ 2,077,540 $ 2,074,626 LIABILITIES AND PARTNERS’ CAPITAL Liabilities: Other liabilities $ 1,295 $ 1,623 Total liabilities 1,295 1,623 Commitments and contingencies ( See Note 7 ) Partners’ capital: General Partner: 100,000 general partnership units issued and outstanding 1,327 1,355 Limited partners: 114,336,091 and 113,701,097 limited partnership units issued and outstanding 2,147,147 2,160,207 AB Holding Units held by AB to fund long-term incentive compensation plans ( 30,185 ) ( 37,551 ) Accumulated other comprehensive loss ( 42,044 ) ( 51,008 ) Total partners’ capital 2,076,245 2,073,003 Total liabilities and partners’ capital $ 2,077,540 $ 2,074,626 See Accompanying Notes to Financial Statements. 62 AllianceBernstein Table of Contents Part II AllianceBernstein Holding L.P. Statements of Income Years Ended December 31 2023 2022 2021 (in thousands, except per unit amounts) Equity in net income attributable to AB Unitholders $ 299,781 $ 305,504 $ 416,326 Income taxes 35,597 31,339 30,483 Net income $ 264,184 $ 274,165 $ 385,843 Net income per unit: Basic $ 2.34 $ 2.69 $ 3.88 Diluted $ 2.34 $ 2.69 $ 3.88 See Accompanying Notes to Financial Statements. 2023 Annual Report 63 Table of Contents Part II AllianceBernstein Holding L.P. Statements of Comprehensive Income Years Ended December 31 2023 2022 2021 (in thousands) Net income $ 264,184 $ 274,165 $ 385,843 Other comprehensive income (loss): Foreign currency translation adjustments, before reclassification and tax 5,678 ( 19,805 ) ( 2,894 ) Less: 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 (expense) benefit ( 252 ) 249 147 Foreign currency translation adjustments, net of tax 5,426 ( 19,556 ) ( 4,360 ) Changes in employee benefit related items: Amortization of prior service cost 9 ( 12 ) 7 Recognized actuarial gain 3,560 1,293 5,566 Changes in employee benefit related items 3,569 1,281 5,573 Income tax (expense) ( 31 ) ( 28 ) ( 20 ) Employee benefit related items, net of tax 3,538 1,253 5,553 Other comprehensive income (loss) 8,964 ( 18,303 ) 1,193 Comprehensive income $ 273,148 $ 255,862 $ 387,036 See Accompanying Notes to Financial Statements. 64 AllianceBernstein Table of Contents Part II AllianceBernstein Holding L.P. Statements of Changes in Partners’ Capital Years Ended December 31 2023 2022 2021 (in thousands) General Partner’s Capital Balance, beginning of year $ 1,355 $ 1,439 $ 1,410 Net income 234 270 387 Cash distributions to Unitholders ( 262 ) ( 354 ) ( 358 ) Balance, end of year 1,327 1,355 1,439 Limited Partners’ Capital Balance, beginning of year 2,160,207 1,696,199 1,656,816 Net income 263,950 273,895 385,456 Cash distributions to Unitholders ( 295,877 ) ( 360,670 ) ( 357,097 ) Retirement of AB Holding Units ( 85,300 ) ( 114,794 ) ( 143,460 ) Issuance of AB Holding Units to fund long-term incentive compensation plan awards 104,167 76,230 151,082 Issuance of AB Holding Units to fund CarVal acquisition — 589,169 — Exercise of compensatory options to buy AB Holding Units — 178 3,402 Balance, end of year 2,147,147 2,160,207 1,696,199 AB Holding Units held by AB to fund long-term incentive compensation plans Balance, beginning of year ( 37,551 ) ( 43,309 ) ( 20,171 ) Change in AB Holding Units held by AB to fund long-term incentive compensation plans 7,366 5,758 ( 23,138 ) Balance, end of year ( 30,185 ) ( 37,551 ) ( 43,309 ) Accumulated Other Comprehensive (Loss) Balance, beginning of year ( 51,008 ) ( 32,705 ) ( 33,898 ) Foreign currency translation adjustment, net of tax 5,426 ( 19,556 ) ( 4,360 ) Changes in employee benefit related items, net of tax 3,538 1,253 5,553 Balance, end of year ( 42,044 ) ( 51,008 ) ( 32,705 ) Total Partners’ Capital $ 2,076,245 $ 2,073,003 $ 1,621,624 See Accompanying Notes to Financial Statements. 2023 Annual Report 65 Table of Contents Part II AllianceBernstein Holding L.P. Statements of Cash Flows Years Ended December 31 2023 2022 2021 (in thousands) Cash flows from operating activities: Net income $ 264,184 $ 274,165 $ 385,843 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net income attributable to AB Unitholders ( 299,781 ) ( 305,504 ) ( 416,326 ) Cash distributions received from AB 329,900 394,470 385,236 Changes in assets and liabilities: Decrease in other assets — — 92 (Decrease) increase in other liabilities ( 328 ) ( 517 ) 264 Net cash provided by operating activities 293,975 362,614 355,109 Cash flows from investing activities: Acquisition of business, net cash acquired — 40,777 — Contribution of CarVal to AB — ( 40,777 ) — Capital contribution to AB — ( 1,590 ) — Investments in AB with proceeds from exercise of compensatory options to buy AB Holding Units — ( 178 ) ( 3,402 ) Net cash used in investing activities — ( 1,768 ) ( 3,402 ) Cash flows from financing activities: Cash distributions to Unitholders ( 296,139 ) ( 361,024 ) ( 357,455 ) Capital contributions from AB 2,164 — 2,346 Proceeds from exercise of compensatory options to buy AB Holding Units — 178 3,402 Net cash used in financing activities ( 293,975 ) ( 360,846 ) ( 351,707 ) Change in cash and cash equivalents — — — Cash and cash equivalents as of beginning of the year — — — Cash and cash equivalents as of end of the year $ — $ — $ — Cash paid: Income taxes 35,928 31,862 30,127 Non-cash investing activities: Fair value of assets acquired (less cash acquired of zero , $ 40.8 million and zero in 2023, 2022 and 2021, respectively) $ — $ 1,087,218 $ — Fair value of liabilities assumed — 296,750 — Fair value of non-redeemable non-controlling interest assumed — 13,191 — 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 ) — Fair value of liabilities contributed to AB — ( 296,750 ) — Fair value of non-redeemable non-controlling interest contributed to AB — ( 13,191 ) — Issuance of AB Holding Units to fund long-term incentive compensation plan awards 104,167 76,230 151,082 Retirement of AB Holding Units ( 85,300 ) ( 114,794 ) ( 143,460 ) 66 AllianceBernstein Table of Contents Part II Years Ended December 31 2023 2022 2021 (in thousands) Non-cash financing activities: Payables recorded under contingent payment arrangements — 228,885 — Equity consideration issued in connection with acquisition — 589,169 — Payables contributed to and assumed by AB under contingent payment arrangements — ( 228,885 ) — Equity consideration received from AB in connection with acquisition — ( 589,169 ) — See Accompanying Notes to Financial Statements. 2023 Annual Report 67 Table of Contents Part II AllianceBernstein Holding L.P. Notes to Financial Statements The words “ we ” and “ our ” refer collectively to AllianceBernstein Holding L.P. (“ AB Holding ”) and AllianceBernstein L.P. and its subsidiaries (“ AB ”), or to their officers and employees. Similarly, the word “ company ” refers to both AB Holding and AB. Where the context requires distinguishing between AB Holding and AB, we identify which of them is being discussed. Cross-references are in italics. 1. Business Description and Organization AB Holding’s principal source of income and cash flow is attributable to its investment in AB limited partnership interests. AB provides diversified investment management, research and related services globally to a broad range of clients. Its principal services include: • Institutional Services —servicing its institutional clients, including private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and affiliates such as Equitable Holdings, Inc. (" EQH ") and its subsidiaries, by means of separately managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles. • Retail Services —servicing its retail clients, primarily by means of retail mutual funds sponsored by AB or an affiliated company, sub-advisory relationships with mutual funds sponsored by third parties, separately managed account programs sponsored by financial intermediaries worldwide and other investment vehicles. • Private Wealth Management Services —servicing its private clients, including high-net-worth individuals and families, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities, by means of separately managed accounts, hedge funds, mutual funds and other investment vehicles. • Bernstein Research Services —servicing institutional investors, such as pension fund, hedge fund and mutual fund managers, seeking high-quality fundamental research, quantitative services and brokerage-related services in equities and listed options. AB also provides distribution, shareholder servicing, transfer agency services and administrative services to the mutual funds it sponsors. AB’s high-quality, in-depth research is the foundation of its asset management and private wealth management businesses. AB’s research disciplines include economic, fundamental equity, fixed income and quantitative research. In addition, AB has expertise in multi-asset strategies, wealth management, environmental, social and corporate governance (" ESG "), and alternative investments. AB provides a broad range of investment services with expertise in: • Actively managed equity strategies across global and regional universes, as well as capitalization ranges, concentration ranges and investment strategies, including value, growth and core equities; • Actively managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies; • 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; and • Passively managed equity and fixed income strategies, including index, ESG index and enhanced index strategies. 68 AllianceBernstein Table of Contents Part II Organization 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 ”). AllianceBernstein Corporation (an indirect wholly-owned subsidiary of EQH, “ General Partner ”) is the general partner of both AB Holding and AB. AllianceBernstein Corporation owns 100,000 general partnership units in AB Holding and a 1.0 % general partnership interest in AB. As of December 31, 2023, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows: EQH and its subsidiaries 59.8 % AB Holding 39.5 Unaffiliated holders 0.7 100.0 % Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 61.2 % economic interest in AB as of December 31, 2023. 2. Summary of Significant Accounting Policies Basis of Presentation The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. AB Holding’s financial statements and notes should be read in conjunction with the consolidated financial statements and notes of AB, which are included in this Form 10-K. Investment in AB AB Holding records its investment in AB using the equity method of accounting. AB Holding’s investment is increased to reflect its proportionate share of income of AB and decreased to reflect its proportionate share of losses of AB and cash distributions made by AB to its Unitholders. In addition, AB Holding's investment is adjusted to reflect its proportionate share of certain capital transactions of AB. Cash Distributions AB Holding is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Agreement of Limited Partnership of AB Holding (“ AB Holding Partnership Agreement ”), to its Unitholders pro rata in accordance with their percentage interests in AB Holding. Available Cash Flow is defined as the cash distributions AB Holding receives from AB minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB Holding for use in its business (such as the payment of taxes) or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow. On February 6, 2024, the General Partner declared a distribution of $ 0.77 per unit, representing a distribution of Available Cash Flow for the three months ended December 31, 2023. Each general partnership unit in AB Holding is entitled to receive distributions equal to those received by each AB Holding Unit. The distribution is payable on March 14, 2024 to holders of record at the close of business on February 20, 2024. Total cash distributions per Unit paid to Unitholders during 2023, 2022 and 2021 were $ 2.62 , $ 3.54 and $ 3.58 , respectively. Long-term Incentive Compensation Plans AB maintains several unfunded, non-qualified long-term incentive compensation plans, under which the company grants awards of restricted AB Holding Units to its employees and members of the Board of Directors, who are not employed by AB or by any of AB’s affiliates (“ Eligible Directors ”). 2023 Annual Report 69 Table of Contents Part II AB funds its restricted AB Holding Unit awards either by purchasing AB Holding Units on the open market or purchasing newly-issued AB Holding Units from AB Holding, and then keeping these AB Holding Units in a consolidated rabbi trust until delivering them or retiring them. In accordance with the AB Holding Partnership Agreement, when AB purchases newly-issued AB Holding Units from AB Holding, AB Holding is required to use the proceeds it receives from AB to purchase the equivalent number of newly-issued AB Units, thus increasing its percentage ownership interest in AB. AB Holding Units held in the consolidated rabbi trust are corporate assets in the name of the trust and are available to the general creditors of AB. Repurchases of AB Holding Units for the years ended December 31, 2023 and 2022 consisted of the following: Years Ended December 31 2023 2022 (in millions) Total amount of AB Holding Units Purchased (1) 4.7 5.2 Total Cash Paid for AB Holding Units Purchased (1) $ 144.4 $ 211.8 Open Market Purchases of AB Holding Units Purchased (1) 2.0 2.3 Total Cash Paid for Open Market Purchases of AB Holding Units (1) $ 62.6 $ 92.7 (1) Purchased on a trade-date basis. The difference between open-market purchases and units retained reflects the retention of AB Holding Units from employees to fulfill statutory tax withholding requirements at the time of delivery of long-term incentive compensation awards. Each quarter, AB considers whether to implement a plan to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (“ Exchange Act ”). A plan of this type allows a company to repurchase its shares at times when it otherwise might be prevented from doing so because of self-imposed trading blackout periods or because it possesses material non-public information. Each broker selected by AB has the authority to repurchase AB Holding Units on AB’s behalf in accordance with the terms and limitations specified in the plan. Repurchases are subject to regulations promulgated by the U.S. Securities and Exchange Commission (“ SEC ”) as well as certain price, market volume and timing constraints specified in the plan. We did not adopt a plan during the fourth quarter of 2023. AB may adopt additional plans in the future to engage in open-market purchases of AB Holding Units to help fund anticipated obligations under its incentive compensation award program and for other corporate purposes. During 2023, AB granted to employees and Eligible Directors 5.6 million restricted AB Holding Units (including 5.0 million granted in December for 2023 year-end awards). During 2022, AB granted to employees and Eligible Directors 4.7 million restricted AB Holding Units (including 3.8 million granted in December for 2022 year-end awards). AB used AB Holding Units repurchased during the periods and newly-issued AB Holding Units to fund these awards. 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. See Note 2 Summary of Significant Accounting Policies to AB's consolidated financial statements included in this Form 10-K for additional details. 70 AllianceBernstein Table of Contents Part II 3. Net Income Per Unit Basic net income per unit is derived by dividing net income by the basic weighted average number of units outstanding for each year. Diluted net income per unit is derived by adjusting net income for the assumed dilutive effect of compensatory options (“ Net income - diluted ”) and dividing by the diluted weighted average number of units outstanding for each year. Years Ended December 31 2023 2022 2021 (in thousands, except per unit amounts) Net income - basic $ 264,184 $ 274,165 $ 385,843 Additional allocation of equity in net income attributable to AB resulting from assumed dilutive effect of compensatory options — 2 30 Net income - diluted $ 264,184 $ 274,167 $ 385,873 Weighted average units outstanding - basic 112,948 101,763 99,545 Dilutive effect of compensatory options — 1 11 Weighted average units outstanding - diluted 112,948 101,764 99,556 Basic net income per unit $ 2.34 $ 2.69 $ 3.88 Diluted net income per unit $ 2.34 $ 2.69 $ 3.88 There were no anti-dilutive options excluded from diluted net income in the years ended December 31, 2023, 2022 or 2021. 4. Investment in AB Changes in AB Holding’s investment in AB for the years ended December 31, 2023 and 2022 are as follows: 2023 2022 (in thousands) Investment in AB as of January 1, $ 2,074,626 $ 1,623,764 Equity in net income attributable to AB Unitholders 299,781 305,504 Changes in accumulated other comprehensive income 8,964 ( 18,303 ) Cash distributions received from AB ( 329,900 ) ( 394,470 ) Additional investments with proceeds from exercises of compensatory options to buy AB Holding Units — 178 Capital contributions to AB — 1,590 Capital contributions from AB ( 2,164 ) — AB Holding Units retired ( 85,300 ) ( 114,794 ) AB Holding Units issued to fund long-term incentive compensation plans 104,167 76,230 AB Holding Units issued to fund CarVal acquisition — 589,169 Change in AB Holding Units held by AB for long-term incentive compensation plans 7,366 5,758 Investment in AB as of December 31, $ 2,077,540 $ 2,074,626 2023 Annual Report 71 Table of Contents Part II 5. Units Outstanding Changes in AB Holding Units outstanding for the years ended December 31, 2023 and 2022 are as follows: 2023 2022 Outstanding as of January 1, 113,801,097 99,271,727 Options exercised — 5,774 Units issued (1) 3,283,594 17,326,222 Units retired ( 2,648,600 ) ( 2,802,626 ) Outstanding as of December 31, 114,436,091 113,801,097 (1) Includes 15,321,535 Units issued in 2022 as a result of the CarVal acquisition. 6. Income Taxes AB Holding is a publicly-traded partnership (" PTP ") for federal tax purposes and, accordingly, is not subject to federal or state corporate income taxes. However, AB Holding is subject to the 4.0 % New York City unincorporated business tax (“ UBT ”), net of credits for UBT paid by AB, and to a 3.5 % federal tax on partnership gross income from the active conduct of a trade or business. AB Holding’s partnership gross income is derived from its 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: Years Ended December 31 2023 2022 2021 (in thousands) UBT statutory rate $ 11,991 4.0 % $ 12,220 4.0 % $ 16,653 4.0 % Federal tax on partnership gross business income 34,765 11.6 30,676 10.0 29,643 7.1 State income taxes 832 0.3 663 0.2 840 0.2 Credit for UBT paid by AB ( 11,991 ) ( 4.0 ) ( 12,220 ) ( 4.0 ) ( 16,653 ) ( 4.0 ) 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 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. Years Ended December 31 % Change 2023 2022 2021 2023-22 2022-21 (in thousands) Net income attributable to AB Unitholders $ 764,610 $ 831,813 $ 1,148,623 ( 8.1 %) ( 27.6 %) Multiplied by: weighted average equity ownership interest 39.2 % 36.7 % 36.2 % Equity in net income attributable to AB Unitholders $ 299,781 $ 305,504 $ 416,326 ( 1.9 %) ( 26.6 %) AB qualifying revenues $ 2,790,628 $ 2,775,693 $ 2,779,281 0.5 ( 0.1 ) Multiplied by: weighted average equity ownership interest for calculating tax 35.6 % 31.6 % 30.5 % Multiplied by: federal tax 3.5 % 3.5 % 3.5 % Federal income taxes 34,765 30,676 29,643 State income taxes 832 663 840 Total income taxes $ 35,597 $ 31,339 $ 30,483 13.6 % 2.8 % 72 AllianceBernstein Table of Contents Part II In order to preserve AB Holding’s status as a PTP for federal income tax purposes, management ensures that AB Holding does not directly or indirectly (through AB) enter into a substantial new line of business. If AB Holding were to lose its status as a PTP, it would be subject to corporate income tax, which would reduce materially AB Holding’s net income and its quarterly distributions to AB Holding Unitholders. We recognize the effects of a tax position in the financial statements only if, as of the reporting date, it is “more likely than not” to be sustained based on its technical merits and their applicability to the facts and circumstances of the tax position. In making this assessment, we assume that the taxing authority will examine the tax position and have full knowledge of all relevant information. Accordingly, we have no liability for unrecognized tax benefits as of December 31, 2023 and 2022. A liability for unrecognized tax benefits, if required, would be recorded in income tax expense and affect the company’s effective tax rate. As of December 31, 2023, AB Holding is no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2019. 7. Commitments and Contingencies Legal and regulatory matters described below pertain to AB and are included here due to their potential significance to AB Holding’s investment in AB. With respect to all significant litigation matters, we consider the likelihood of a negative outcome. If we determine the likelihood of a negative outcome is probable and the amount of the loss can be reasonably estimated, we record an estimated loss for the expected outcome of the litigation. 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 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. District Court for the Southern District of New York against AB, current and former members of the Compensation Committee of the Board of Directors, and the Investment and Administrative Committees under the Plan. Plaintiffs, who seek to represent a class of all participants in the Plan from December 14, 2016 to the present, allege that defendants violated their fiduciary duties and engaged in prohibited transactions under the Employee Retirement Income Security Act of 1974, as amended (" ERISA ") by including proprietary collective investment trusts as investment options offered under the Plan. The Complaint seeks unspecified damages, disgorgement and other equitable relief. 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. 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 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. 8. Acquisition On July 1, 2022, AB Holding acquired a 100 % ownership interest in CarVal Investors L.P. (“ CarVa l”), 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. Also on July 1, immediately following the acquisition of CarVal, AB Holding contributed 100 % of its equity interests in CarVal to AB in exchange for AB Units. Post-acquisition, CarVal was rebranded AB CarVal Investors (“ AB CarVal ”). On the acquisition date, AB Holding issued approximately 3.2 million AB Holding Units (with a fair value of $ 132.8 million), with the remaining 12.1 million Units (with a fair value of $ 456.4 million) issued on November 1, 2022. 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. 2023 Annual Report 73 Table of Contents Part II 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). AB also recorded a contingent consideration payable of $ 228.9 million (to be paid predominantly in AB Units) based on CarVal achieving certain performance objectives over a six-year period ending December 31, 2027. The AB Units, as discussed above , were issued to AB Holding; AB Holding then issued the equal amount of AB Holding Units to CarVal. The excess of the purchase price over the current fair value of identifiable net liabilities acquired of $ 156.1 million (net of cash acquired of $ 40.8 million), resulted in the recognition of $ 671.2 million of goodwill and the recording of $ 303.0 million of finite-lived intangible assets primarily relating to investment management contracts and investor relationships with useful lives ranging from 5 to 10 years. As a result of the transfer of equity to AB, AB recorded a net deferred tax asset of $ 5.1 million, resulting in the recognition of $ 666.1 million of goodwill. The goodwill recorded is not deductible for tax purposes as the CarVal acquisition was an investment in a partnership. 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): Summary of purchase consideration: Fair value of AB Holding units issued $ 589,169 Fair value of contingent consideration 228,885 Total purchase consideration 818,054 Purchase price allocation: Assets acquired: Cash and cash equivalents $ 40,777 Receivables, net 82,523 Investments - other 947 Furniture, equipment, and leasehold improvements, net 2,464 Right-of-use assets 16,482 Other assets 10,600 Intangible assets 303,000 Goodwill 671,203 Total assets acquired 1,127,996 Liabilities assumed: Accounts payable and accrued expenses ( 17,793 ) Accrued compensation and benefits ( 219,726 ) Debt ( 42,661 ) Lease liabilities ( 16,571 ) Non-redeemable non-controlling interests in consolidated entities ( 13,191 ) Total liabilities assumed ( 309,942 ) Net assets acquired $ 818,054 The CarVal acquisition did not have a significant impact on our 2022 revenues and earnings. As a result, we have not provided supplemental pro forma financial information. 74 AllianceBernstein Table of Contents Part II Report of Independent Registered Public Accounting Firm To the General Partner and Unitholders of AllianceBernstein L.P. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of financial condition of AllianceBernstein L.P. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, of comprehensive income, of changes in partners’ capital and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement schedule listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. 2023 Annual Report 75 Table of Contents Part II Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. 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. 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). 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 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. 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 Nashville, Tennessee February 9, 2024 We have served as the Company’s auditor since 2006. 76 AllianceBernstein Table of Contents Part II AllianceBernstein L.P. and Subsidiaries Consolidated Statements of Financial Condition Years Ended December 31 2023 2022 (in thousands, except unit amounts) ASSETS Cash and cash equivalents $ 1,000,103 $ 1,130,143 Cash and securities segregated, at fair value (cost $859,448 and $1,511,916) 867,680 1,522,431 Receivables, net: Brokers and dealers 53,144 112,226 Brokerage clients 1,314,656 1,881,496 AB funds fees 343,334 314,247 Other fees 125,500 127,040 Investments: Long-term incentive compensation-related 40,033 47,870 Other 203,521 169,648 Assets of consolidated company-sponsored investment funds: Cash and cash equivalents 7,739 19,751 Investments 397,174 516,536 Other assets 25,299 44,424 Furniture, equipment and leasehold improvements, net 176,348 189,258 Goodwill 3,598,591 3,598,591 Intangible assets, net 264,555 310,203 Deferred sales commissions, net 87,374 52,250 Right-of-use assets 323,766 371,898 Assets held for sale 564,776 551,351 Other assets 216,213 179,568 Total assets $ 9,609,806 $ 11,138,931 2023 Annual Report 77 Table of Contents Part II Years Ended December 31 2023 2022 (in thousands, except unit amounts) LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND CAPITAL Liabilities: Payables: Brokers and dealers $ 259,175 $ 389,828 Brokerage clients 2,200,835 3,322,903 AB mutual funds 644 162,291 Contingent consideration liability 252,690 247,309 Accounts payable and accrued expenses 172,163 173,466 Lease liabilities 369,017 427,479 Liabilities of consolidated company-sponsored investment funds 12,537 55,529 Accrued compensation and benefits 372,305 415,878 Debt 1,154,316 990,000 Liabilities held for sale 153,342 107,952 Total liabilities 4,947,024 6,292,635 Commitments and contingencies (See Note 14) Redeemable non-controlling interest of consolidated entities 209,420 368,656 Capital: General Partner 45,388 45,985 Limited partners: 286,609,212 and 285,979,913 units issued and outstanding 4,590,619 4,648,113 Receivables from affiliates (4,490) (4,270) AB Holding Units held for long-term incentive compensation plans (76,363) (95,318) Accumulated other comprehensive loss (106,364) (129,477) Partners’ capital attributable to AB Unitholders 4,448,790 4,465,033 Non-redeemable non-controlling interests in consolidated entities 4,572 12,607 Total capital 4,453,362 4,477,640 Total liabilities, non-controlling interest and capital $ 9,609,806 $ 11,138,931 See Accompanying Notes to Consolidated Financial Statements. 78 AllianceBernstein Table of Contents Part II AllianceBernstein L.P. and Subsidiaries Consolidated Statements of Income Years Ended December 31 2023 2022 2021 (in thousands, except per unit amounts) Revenues: Investment advisory and services fees $ 2,975,468 $ 2,971,038 $ 3,194,524 Bernstein research services 386,142 416,273 452,017 Distribution revenues 586,263 607,195 652,240 Dividend and interest income 199,443 123,091 38,734 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 Less: Broker-dealer related interest expense 107,541 66,438 3,686 Net revenues 4,155,323 4,054,290 4,441,602 Expenses: Employee compensation and benefits 1,769,153 1,666,636 1,716,013 Promotion and servicing: Distribution-related payments 610,368 629,572 708,117 Amortization of deferred sales commissions 36,817 34,762 34,364 Trade execution, marketing, T&E and other 215,643 215,556 197,486 General and administrative 581,571 641,635 555,608 Contingent payment arrangements 22,853 6,563 2,710 Interest on borrowings 54,394 17,906 5,145 Amortization of intangible assets 46,854 26,564 5,697 Total expenses 3,337,653 3,239,194 3,225,140 Operating income 817,670 815,096 1,216,462 Income tax 29,051 39,639 62,728 Net income 788,619 775,457 1,153,734 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 Net income per AB Unit: Basic $ 2.65 $ 3.01 $ 4.18 Diluted $ 2.65 $ 3.01 $ 4.18 See Accompanying Notes to Consolidated Financial Statements. 2023 Annual Report 79 Table of Contents Part II AllianceBernstein L.P. and Subsidiaries Consolidated Statements of Comprehensive Income Years Ended December 31 2023 2022 2021 (in thousands) Net income $ 788,619 $ 775,457 $ 1,153,734 Other comprehensive income: Foreign currency translation adjustments, before reclassification and tax: 14,262 (47,208) (7,839) Less: 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 (expense) benefit (618) 1,215 457 Foreign currency translation adjustments, net of tax 14,033 (45,993) (11,840) Changes in employee benefit related items: Amortization of prior service cost 24 24 24 Recognized actuarial gain 9,135 6,922 15,743 Changes in employee benefit related items 9,159 6,946 15,767 Income tax (expense) (79) (95) (59) Employee benefit related items, net of tax 9,080 6,851 15,708 Other comprehensive gain (loss) 23,113 (39,142) 3,868 Less: 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. 80 AllianceBernstein Table of Contents Part II AllianceBernstein L.P. and Subsidiaries Consolidated Statements of Changes in Partners’ Capital Years Ended December 31 2023 2022 2021 (in thousands) General Partner’s Capital Balance, beginning of year $ 45,985 $ 42,850 $ 41,776 Net income 7,646 8,318 11,486 Cash distributions to General Partner (8,411) (10,715) (10,605) Long-term incentive compensation plans activity (21) 25 117 Issuance (retirement) of AB Units, net 189 (385) 76 Issuance of AB Units for CarVal acquisition — 5,892 — Balance, end of year 45,388 45,985 42,850 Limited Partners' Capital Balance, beginning of year 4,648,113 4,336,211 4,229,485 Net income 756,964 823,495 1,137,137 Cash distributions to Unitholders (830,860) (1,059,105) (1,049,287) Long-term incentive compensation plans activity (2,080) 2,521 11,586 Issuance (retirement) of AB Units, net 18,482 (38,286) 7,290 Issuance of AB Units for CarVal acquisition — 583,277 — Balance, end of year 4,590,619 4,648,113 4,336,211 Receivables from Affiliates Balance, beginning of year (4,270) (8,333) (8,316) Long-term incentive compensation awards expense 727 607 941 Capital contributions (to) from AB Holding (947) 3,456 (958) Balance, end of year (4,490) (4,270) (8,333) AB Holding Units held for Long-term Incentive Compensation Plans Balance, beginning of year (95,318) (119,470) (57,219) Purchases of AB Holding Units to fund long-term compensation plans, net (144,086) (210,568) (261,825) (Issuance) retirement of AB Units, net (17,562) 40,346 (7,348) Long-term incentive compensation awards expense 179,724 198,783 215,484 Re-valuation of AB Holding Units held in rabbi trust 879 (4,240) (9,690) Other — (169) 1,128 Balance, end of year (76,363) (95,318) (119,470) Accumulated Other Comprehensive (Loss) Balance, beginning of year (129,477) (90,335) (94,203) Foreign currency translation adjustment, net of tax 14,033 (45,993) (11,840) Changes in employee benefit related items, net of tax 9,080 6,851 15,708 Balance, end of year (106,364) (129,477) (90,335) Total Partners' Capital attributable to AB Unitholders 4,448,790 4,465,033 4,160,923 Non-redeemable Non-controlling Interests in Consolidated Entities Balance, beginning of year 12,607 — — 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 — Total Capital $ 4,453,362 $ 4,477,640 $ 4,160,923 See Accompanying Notes to Consolidated Financial Statements. 81 AllianceBernstein Table of Contents Part II AllianceBernstein L.P. and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31 2023 2022 2021 (in thousands) Cash flows from operating activities: Net income $ 788,619 $ 775,457 $ 1,153,734 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of deferred sales commissions 36,817 34,762 34,364 Non-cash long-term incentive compensation expense 180,451 199,390 216,425 Depreciation and other amortization 92,113 66,617 44,985 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 (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: Decrease (increase) in securities, segregated 654,751 (18,474) 249,521 Decrease (increase) in receivables 629,204 35,410 (360,789) (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) 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 (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 (Decrease) increase in accrued compensation and benefits (22,848) (150,285) 50,545 Cash payments to relieve operating lease liabilities (107,738) (109,182) (114,769) Net cash provided by operating activities 872,292 1,121,231 1,298,782 Cash flows from investing activities: Purchases of furniture, equipment and leasehold improvements (33,627) (62,308) (61,931) Acquisition of businesses, net of cash acquired — 40,282 (3,793) Net cash used in investing activities (33,627) (22,026) (65,724) Cash flows from financing activities: Proceeds from debt, net 164,316 235,000 80,000 (Decrease) increase in overdrafts payable — (25,411) 16,192 Distributions to General Partner and Unitholders (839,271) (1,069,820) (1,059,892) (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 Purchases of AB Holding Units to fund long-term incentive compensation plan awards, net (144,086) (210,568) (261,825) Payment of acquisition-related debt obligation — (42,661) — Other, net (4,870) (2,131) (2,186) Net cash used in financing activities (1,009,320) (1,109,980) (912,956) Effect of exchange rate changes on cash and cash equivalents 22,527 (56,234) (17,982) Net (decrease) increase in cash and cash equivalents (148,128) (67,009) 302,120 Cash and cash equivalents as of beginning of the period 1,309,017 1,376,026 1,073,906 Cash and cash equivalents as of end of the period $ 1,160,889 $ 1,309,017 $ 1,376,026 Cash paid: Interest paid $ 155,335 $ 78,434 $ 5,263 Income taxes paid 57,261 55,473 55,656 Non-cash investing activities: 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 — Fair value of liabilities assumed — 296,750 1,642 Fair value of non-redeemable non-controlling interest recorded — 13,191 — Non-cash financing activities: Payables recorded under contingent payment arrangements — 231,385 7,800 Equity consideration issued in connection with acquisition — 589,169 — See Accompanying Notes to Consolidated Financial Statements. 82 AllianceBernstein Table of Contents Part II AllianceBernstein L.P. and Subsidiaries Notes to Consolidated Financial Statements The words “ we ” and “ our ” refer collectively to AllianceBernstein L.P. and its subsidiaries (“ AB ”), or to their officers and employees. Similarly, the word “ company ” refers to AB. Cross-references are in italics. 1. Business Description and Organization We provide diversified investment management, research and related services globally to a broad range of clients. Our principal services include: • Institutional Services —servicing our institutional clients, including private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and affiliates such as Equitable Holdings, Inc. (" EQH ") and its subsidiaries, by means of separately managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles. • Retail Services —servicing our retail clients, primarily by means of retail mutual funds sponsored by AB or an affiliated company, sub-advisory relationships with mutual funds sponsored by third parties, separately managed account programs sponsored by financial intermediaries worldwide and other investment vehicles. • Private Wealth Management Services —servicing our private clients, including high-net-worth individuals and families, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities, by means of separately managed accounts, hedge funds, mutual funds and other investment vehicles. • Bernstein Research Services —servicing institutional investors, such as pension fund, hedge fund and mutual fund managers, seeking high-quality fundamental research, quantitative services and brokerage-related services in equities and listed options. We also provide distribution, shareholder servicing, transfer agency services and administrative services to the mutual funds we sponsor. Our high-quality, in-depth research is the foundation of our asset management and private wealth management businesses. Our research disciplines include economic, fundamental equity, fixed income and quantitative research. In addition, we have expertise in multi-asset strategies, wealth management, environmental, social and corporate governance (" ESG "), and alternative investments. We provide a broad range of investment services with expertise in: • Actively managed equity strategies across global and regional universes, as well as capitalization ranges, concentration ranges and investment strategies, including value, growth and core equities; • Actively managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies; • 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; and • Passively managed equity and fixed income strategies, including index, ESG index and enhanced index strategies. Organization 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. (“ AB Holding Units ”). AllianceBernstein Corporation (an indirect wholly-owned subsidiary of EQH, “ General Partner ”) is the general partner of both AllianceBernstein Holding L.P. (“ AB Holding ”) and AB. AllianceBernstein Corporation owns 100,000 general partnership units in AB Holding and a 1.0% general partnership interest in AB. 2023 Annual Report 83 Table of Contents Part II 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: EQH and its subsidiaries 59.8 % AB Holding 39.5 Unaffiliated holders 0.7 100.0 % Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 61.2% economic interest in AB as of December 31, 2023. 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( "US GAAP" ). The preparation of the consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include AB and its majority-owned and/or controlled subsidiaries, and the consolidated entities that are considered to be variable interest entities ( "VIEs" ) and voting interest entities ( "VOEs" ) in which AB has a controlling financial interest. Non-controlling interests on the consolidated statements of financial condition include the portion of consolidated company-sponsored investment funds in which we do not have direct equity ownership. All significant inter-company transactions and balances among the consolidated entities have been eliminated. Recently Adopted Accounting Pronouncements or Accounting Pronouncements Not Yet Adopted 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. 84 AllianceBernstein Table of Contents Part II Revenue Recognition Investment Advisory and Services Fees AB provides asset management services by managing customer assets and seeking to deliver investment returns to investors. Each investment management contract between AB and a customer creates a distinct, separately identifiable performance obligation for each day the customer’s assets are managed as the customer can benefit from each day of service. In accordance with ASC 606, a series of distinct goods and services that are substantially the same and have the same pattern of transfer to the customer are treated as a single performance obligation. Accordingly, we have determined that our investment and advisory services are performed over time and entitle us to variable consideration earned based on the value of the investors’ assets under management (“ AUM ”). We calculate AUM using established market-based valuation methods and fair valuation (non-observable market) methods. Market-based valuation methods include: last sale/settle prices from an exchange for actively-traded listed equities, options and futures; evaluated bid prices from recognized pricing vendors for fixed income, asset-backed or mortgage-backed issues; mid prices from recognized pricing vendors and brokers for credit default swaps; and quoted bids or spreads from pricing vendors and brokers for other derivative products. Fair valuation methods include: 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. The Valuation Committee, which consists of senior officers and employees, is responsible for overseeing the pricing and valuation of all investments held in client and AB portfolios. The Valuation Committee has adopted a Statement of Pricing Policies describing principles and policies that apply to pricing and valuing investments held in these portfolios. We also have a Pricing Group, which reports to the Valuation Committee and is responsible for overseeing the pricing process for all investments. We record as revenue investment advisory and services base fees, which we generally calculate as a percentage of AUM. At month-end, all the components of the transaction price ( i.e., the base fee calculation) are no longer variable and the value of the consideration is determined. 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 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. The performance-based fees are forms of variable consideration and are therefore excluded from the transaction price until it becomes probable that there will not be significant reversal of the cumulative revenue recognized. At each reporting date, we evaluate the constraining factors, discussed below , surrounding the variable consideration to determine the extent to which, if any, revenues associated with the performance-based fee can be recognized. 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. Bernstein Research Services Bernstein Research Services revenue consists principally of commissions received, and to a lesser but increasing extent, direct payments for trade execution services and equity research services provided to institutional clients. Brokerage commissions for trade execution services and related expenses are recorded on a trade-date basis when the performance obligations are satisfied. Generally, the transaction price is agreed upon at the 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: 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 2023 Annual Report 85 Table of Contents Part II Services (" BRS ") business has been classified as held for sale. For further discussion, see Note 24 Acquisitions and Divestitures. Distribution Revenues Two of our subsidiaries act as distributors and/or placement agents of company-sponsored mutual funds and receive distribution services fees from certain of those funds as full or partial reimbursement of the distribution expenses they incur. The variable consideration can be determined in different ways, as discussed below , as we satisfy the performance obligation depending on the contractual arrangements with the customer and the specific product sold. Most open-end U.S. funds have adopted a plan under Rule 12b-1 of the Investment Company Act that allows the fund to pay, out of assets of the fund, distribution and service fees for the distribution and sale of its shares (“ 12b-1 fees ”). The open-end U.S. funds have such agreements with us, and we have selling and distribution agreements pursuant to which we pay sales commissions to the financial intermediaries that distribute our open-end U.S. funds. These agreements are terminable by either party upon notice (generally 30 days) and do not obligate the financial intermediary to sell any specific amount of fund shares. We record 12b-1 fees monthly based upon a percentage of the net asset value (“ NAV ”) of the funds. At month-end, the variable consideration of the transaction price is no longer constrained as the NAV can be calculated and the value of consideration is determined. These services are separate and distinct from other asset management services as the customer can benefit from these services independently of other services. We accrue the corresponding 12b-1 fees paid to sub-distributors monthly as the expenses are incurred. We are acting in a principal capacity in these transactions; as such, these revenues and expenses are recorded on a gross basis. 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. The variable consideration for these contracts is contingent on the timing of the redemption by the investor and the value of the sale proceeds. Due to these constraining factors, we exclude the CDSC fee from the transaction price until the investor redeems the investment. Upon redemption, the cash consideration received for these contractual arrangements are recorded as reductions of unamortized deferred sales commissions. Our Luxembourg subsidiary, the management company for most of our non-U.S. funds, earns a management fee that is accrued daily and paid monthly, at an annual rate, based on the average daily net assets of the fund. With respect to certain share classes, the management fee may also contain a component that is paid to distributors and other financial intermediaries and service providers to cover shareholder servicing and other administrative expenses (also referred to as an All-in-Fee). As we have concluded that asset management is distinct from distribution, we allocate a portion of the investment and advisory fee to distribution revenues for the servicing component based on standalone selling prices. Other Revenues Revenues from contracts with customers include a portion of other revenues, which consists primarily of shareholder servicing fees, as well as mutual fund reimbursements and other brokerage income. We provide shareholder services, which include transfer agency, administrative and recordkeeping services provided to company-sponsored mutual funds. The consideration for these services is based on a percentage of the NAV of the fund or a fixed fee based on the number of shareholder accounts being serviced. The revenues are recorded at month-end when the constraining factors involved with determining NAV or the number of shareholders’ accounts are resolved. Non-Contractual Revenues Dividend and interest income is accrued as earned. Investment gains and losses on the consolidated statements of income include unrealized gains and losses of trading and private equity investments stated at fair value, equity in earnings of our limited partnership hedge fund investments, and realized gains and losses on investments sold. Contract Assets and Liabilities We use the practical expedient for contracts that have an original duration of one year or less. 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, 86 AllianceBernstein Table of Contents Part II 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 For legal entities (company-sponsored investment funds) evaluated for consolidation, we first determine whether the fees we receive and the interests we hold qualify as a variable interest in the entity, including an evaluation of fees paid to us as a decision maker or service provider to the entity being evaluated. 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. A VIE must be consolidated by its primary beneficiary, which generally is defined as the party that has a controlling financial interest in the VIE. 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 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. If we have a variable interest in an entity that is determined not to be a VIE, the entity is then evaluated for consolidation under the VOE model. For limited partnerships and similar entities, we are deemed to have a controlling financial interest in a VOE, and would be required to consolidate the entity, if we own a majority of the entity’s kick-out rights through voting limited partnership interests and limited partners do not hold substantive participating rights (or other rights that would indicate that we do not control the entity). For entities other than limited partnerships, we are deemed to have a controlling financial interest in a VOE if we own a majority voting interest in the entity. The analysis performed regarding the determination of variable interests held, whether entities are VIEs or VOEs, and whether we have a controlling financial interest in such entities, requires the exercise of judgment. The analysis is updated continuously as circumstances change or new entities are formed. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits, money market accounts, overnight commercial paper and highly liquid investments with original maturities of three months or less. Due to the short-term nature of these instruments, the recorded value has been determined to approximate fair value (and considered Level 1 securities in the fair value hierarchy). Fees Receivable, Net Fees receivable are shown net of allowances. An allowance for doubtful accounts related to investment advisory and services fees is determined through an analysis of the aging of receivables, assessments of collectability based on historical trends and other qualitative and quantitative factors, including our relationship with the client, the financial health (or ability to pay) of the client, current economic conditions and whether the account is active or closed. The allowance for doubtful accounts is not material to fees receivable. Brokerage Transactions Customers’ securities transactions are recorded on a settlement date basis, with related commission income and expenses reported on a trade date basis. Receivables from and payables to clients include amounts due on cash and margin transactions. Securities owned by customers are held as collateral for receivables; 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 2023 Annual Report 87 Table of Contents Part II 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. Principal securities transactions and related expenses are recorded on a trade date basis. Securities borrowed and securities loaned by our broker-dealer subsidiaries are recorded at the amount of cash collateral advanced or received in connection with the transaction and are included in receivables from and payables to brokers and dealers in the consolidated statements of financial condition. Securities borrowed transactions require us to deposit cash collateral with the lender. With respect to securities loaned, we receive cash collateral from the borrower. 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. We monitor the fair value of the securities borrowed and loaned on a daily basis and request additional collateral or return excess collateral, as appropriate. As of December 31, 2023 and 2022, there is no allowance provision required for the collateral advanced. Income or expense is recognized over the life of the transaction. 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. Treasury bills pledged as collateral. These clearing organizations have the ability by contract or custom to sell or re-pledge the collateral, if any. Current Expected Credit Losses- Receivables from Brokerage clients 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 as of December 31, 2023 and 2022. We consider these financing receivables to be of good credit quality because these receivables are primarily collateralized by the related client investments. To estimate expected credit losses on margin loans, we applied the collateral maintenance practical expedient by comparing the amortized cost basis of the margin loans with the fair value of the collateral at the reporting date. 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 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. In circumstances when a loan becomes undercollateralized and the client fails to deposit additional securities or cash, AB reserves the right to liquidate the account. Current Expected Credit Losses - Receivables from Revenue Contracts with Customers 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 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. AB maintains an allowance for credit losses based upon an estimate of the amount of potential credit losses in existing accounts receivable, as determined from a review of aging schedules, past due balances, historical collection experience and other specific account data. Once determined uncollectible, aged balances are written off as credit loss expense. This determination is based on careful analysis of individual receivables and aging schedules, and generally occurs when the receivable becomes over 360 days past due. Our aged receivables and amounts written off related to credit losses in any year are not material. Furniture, Equipment and Leasehold Improvements, Net Furniture, equipment and leasehold improvements are stated at cost, less accumulated depreciation and amortization. Depreciation is recognized on a straight-line basis over the estimated useful lives of eight years for furniture and three to six years for equipment and software. Leasehold improvements are amortized on a straight-line basis over the lesser of their estimated useful lives or the terms of the related leases. Goodwill Our acquisitions are accounted for under the acquisition method of accounting, where the cost of the acquisition is allocated on the basis of the estimated fair value of the assets acquired and the liabilities assumed. The excess of the purchase price over the fair value of identifiable assets acquired, net of liabilities assumed, results in the recognition of goodwill. 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" ), 88 AllianceBernstein Table of Contents Part II $2.8 billion as a result of the Sanford C. Bernstein Inc. (“ Bernstein ”) acquisition in 2000 and $291.9 million in regard to various smaller acquisitions. Approximately, $159.8 million of goodwill has been classified as assets held for sale on the consolidated statement of financial condition. 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). 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. Such changes in circumstances may include, but are not limited to, significant transactions including acquisitions or divestitures; a sustained decrease in the price of an AB Holding Unit or declines in AB’s market capitalization that would suggest that the fair value of the reporting unit is less than the carrying amount; significant and unanticipated declines in AB’s assets under management or revenues; and/or lower than expected earnings per unit. Any of these changes in circumstances could suggest the possibility that goodwill is impaired, but none of these events or circumstances by itself would indicate that it is more likely than not that goodwill is impaired. Instead, they are merely recognized as triggering events for the consideration of impairment and must be viewed in combination with any mitigating or positive factors. 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. 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 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. Acquisition-related expenses are expensed as incurred. Often, as part of the business combination, intangible assets are recorded based on their estimated fair value at the time of acquisition and primarily relate to acquired investment management contracts. 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 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. In these arrangements, we agree to pay additional consideration to the sellers to the extent that certain performance targets are achieved. We estimate the fair value of these potential future obligations at the time a business combination is consummated and record a liability on a discounted basis on our consolidated statement of financial condition. We then accrete the obligation to its expected payment amount over the measurement period. If our expected payment amount subsequently changes, the obligation is modified in the current period resulting in a gain or loss. Both gains and losses resulting from changes to expected payments and the accretion of these obligations to their expected payment amounts are reflected within contingent payment arrangements in our consolidated statements of income. 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) . 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- 2023 Annual Report 89 Table of Contents Part II 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. Intangible Assets, Net Intangible assets consist primarily of costs assigned to acquired investment management contracts based on their estimated fair value at the time of acquisition, less accumulated amortization. Intangible assets are recognized at fair value and generally are amortized on a straight-line basis over their estimated useful life ranging from 5 to 20 years. 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. 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 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. We determined the fair value of the contracts using a discounted cash flow model. The impairment charge was recorded in general and administrative expenses in the consolidated statements of income. Deferred Sales Commissions, Net We pay commissions to financial intermediaries in connection with the sale of shares of open-end company-sponsored mutual funds sold without a front-end sales charge (“ back-end load shares ”). These commissions are capitalized as deferred sales commissions and amortized over periods not exceeding one year for U.S. fund shares and four years for Non-U.S. Fund shares, the periods of time during which deferred sales commissions generally are recovered. We recover these commissions from distribution services fees received from those funds and from CDSC received from shareholders of those funds upon the redemption of their shares. CDSC cash recoveries are recorded as reductions of unamortized deferred sales commissions when received. Since January 31, 2009, our U.S. mutual funds have not offered back-end load shares to new investors. We periodically review the deferred sales commission asset for impairment as events or changes in circumstances indicate that the carrying value may not be recoverable. If these factors indicate impairment in value, we compare the carrying value to the undiscounted cash flows expected to be generated by the asset over its remaining life. If we determine the deferred sales commission asset is not fully recoverable, the asset will be deemed impaired and a loss will be recorded in the amount by which the recorded amount of the asset exceeds its estimated fair value. There were no impairment charges recorded during 2023 or 2022. Leases We determine if an arrangement is a lease at inception. Both operating and finance leases are included in the right-of-use ( “ROU” ) assets and lease liabilities in our consolidated statement of financial condition. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use our 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 90 AllianceBernstein Table of Contents Part II may include options to extend or terminate the lease. These options to extend or terminate are assessed on a lease-by-lease basis, and the ROU assets and lease liabilities are adjusted when it is reasonably certain that an option will be exercised. When calculating the measurement of ROU assets and lease liabilities, we utilize the fixed payments associated with the lease and do not include other variable contractual obligations, such as operating expenses, real estate taxes, cleaning and utilities. These costs are accounted for as period costs and expensed as incurred. Additionally, we exclude any intangible assets such as software licensing agreements as stated in ASC 842-10-15-1. These arrangements will continue to follow the guidance of ASC 350, Intangibles - Goodwill and Other . Loss Contingencies 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. 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 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 91 Table of Contents Part II Assets and Liabilities Held for Sale The Company classifies assets and liabilities to be sold (disposal group) as held for sale in the period when all of the applicable criteria are met, including: (i) management commits to a plan to sell, (ii) the disposal group is available to sell in its present condition, (iii) there is an active program to locate a buyer, (iv) the disposal group is being actively marketed at a reasonable price in relation to its fair value, (v) significant changes to the plan to sell are unlikely, and (vi) the sale of the disposal group is generally probable of being completed within one year. Management performs an assessment of held for sale at least quarterly or when events or changes in business circumstances indicate that a change in classification may be necessary. Assets and liabilities held for sale are presented separately within the consolidated statements of financial condition with any adjustments necessary to measure the disposal group at the lower of its carrying value or fair value less costs to sell. Depreciation of property, plant and equipment and amortization of intangible and right-of-use assets are not recorded while these assets are classified as held for sale. For each reporting period the disposal group remains classified as held for sale, the carrying value of the disposal group is adjusted for subsequent changes in fair value less costs to sell. A loss is recognized for any subsequent decrease in fair value less costs to sell, while a gain is recognized in any subsequent period for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized. If, in any period, the carrying value of the disposal group exceeds the estimated fair value less costs to sell, a loss is recognized on sale rather than an impairment loss. 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. 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 Purchases and sales of shares of company-sponsored mutual funds in connection with the underwriting activities of our subsidiaries, including related commission income, are recorded on the trade date. Receivables from brokers and dealers for sale of shares of company-sponsored mutual funds generally are realized within three business days from the trade date, in conjunction with the settlement of the related payables to company-sponsored mutual funds for share purchases. Distribution plan and other promotion and servicing payments are recognized as expense when incurred. Long-term Incentive Compensation Plans We maintain several unfunded, non-qualified long-term incentive compensation plans, under which we grant annual awards to employees, generally in the fourth quarter, and to members of the Board of Directors of the General Partner, who are not employed by our company or by any of our affiliates (" Eligible Directors "). Awards granted in December 2023, 2022 and 2021 allowed employees to allocate their awards between restricted AB Holding Units and deferred cash. Participants (except certain members of senior management) generally could allocate up to 50% of their awards to deferred cash, not to exceed a total of $250,000 per award. Each of our employees based outside of the United States (other than expatriates), who received an award of $100,000 or less, could have allocated 100% of their award to deferred cash. 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 had been made. • Interest on deferred cash was accrued monthly based on our monthly weighted average cost of funds. We recognize compensation expense related to equity compensation grants in the financial statements using the fair value method. Fair value of restricted AB Holding Unit awards is the closing price of an AB Holding Unit on the grant date; fair value of options is determined using the Black-Scholes option valuation model. 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, 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 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. 92 AllianceBernstein Table of Contents Part II Grants of restricted AB Holding Units can be awarded to Eligible Directors. Generally, these restricted AB Holding Units vest ratably over three years. These restricted AB Holding Units are not forfeitable (except if the Eligible Director is terminated for “Cause,” as that term is defined in the applicable award agreement). We fully expense these awards on grant date, as there is no service requirement. We fund our restricted AB Holding Unit awards either by purchasing AB Holding Units on the open market or purchasing newly-issued AB Holding Units from AB Holding, and then keeping these AB Holding Units in a consolidated rabbi trust until delivering them or retiring them. In accordance with the Amended and Restated Agreement of Limited Partnership of AB (“ AB ”), when AB purchases newly-issued AB Holding Units from AB Holding, AB Holding is required to use the proceeds it receives from AB to purchase the equivalent number of newly issued AB Units, thus increasing its percentage ownership interest in AB. AB Holding Units held in the consolidated rabbi trust are corporate assets in the name of the trust and are available to the general creditors of AB. Repurchases of AB Holding Units for the years ended December 31, 2023 and 2022 consisted of the following: Years Ended December 31 2023 2022 (in millions) Total amount of AB Holding Units Purchased (1) 4.7 5.2 Total Cash Paid for AB Holding Units Purchased (1) $ 144.4 $ 211.8 Open Market Purchases of AB Holding Units Purchased (1) 2.0 2.3 Total Cash Paid for Open Market Purchases of AB Holding Units (1) $ 62.6 $ 92.7 (1) Purchased on a trade date basis. The difference between open-market purchases and units retained reflects the retention of AB Holding Units from employees to fulfill statutory tax withholding requirements at the time of delivery of long-term incentive compensation awards. Each quarter, we consider whether to implement a plan to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (“ Exchange Act ”). A plan of this type allows a company to repurchase its shares at times when it otherwise might be prevented from doing so because of self-imposed trading blackout periods or because it possesses material non-public information. Each broker we select has the authority to repurchase AB Holding Units on our behalf in accordance with the terms and limitations specified in the plan. Repurchases are subject to regulations promulgated by the SEC as well as certain price, market volume and timing constraints specified in the plan. There was no plan adopted during the fourth quarter of 2023. We may adopt additional plans in the future to engage in open-market purchases of AB Holding Units to help fund anticipated obligations under our incentive compensation award program and for other corporate purposes. During 2023, we granted to employees and Eligible Directors 5.6 million restricted AB Holding Units (including 5.0 million granted in December for 2023 year-end awards to employees). During 2022, we granted to employees and Eligible Directors 4.7 million restricted AB Holding Units (including 3.8 million granted in December for 2022 year-end awards to employees). We used AB Holding Units repurchased during the periods and newly-issued AB Holding Units to fund these awards. 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 $0.2 million, respectively, received from award recipients as payment in cash for the exercise price to purchase the equivalent number of newly issued AB Units. Foreign Currency Translation and Transactions Assets and liabilities of foreign subsidiaries are translated from functional currencies into United States dollars (“ US$ ”) at exchange rates in effect at the balance sheet dates, and related revenues and expenses are translated into US$ at average exchange rates in effect during each period. Net foreign currency gains and losses resulting from the translation of assets and liabilities of foreign operations into US$ are reported as a separate component of other comprehensive income in the consolidated statements of comprehensive income. 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. Cash Distributions AB is required to distribute all of its Available Cash Flow, as defined in the AB Partnership Agreement, to its Unitholders and to the General Partner. 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. 2023 Annual Report 93 Table of Contents Part II Typically, Available Cash Flow has been the adjusted diluted net income per unit for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter. In future periods, management anticipates that Available Cash Flow will be based on adjusted diluted net income per unit, unless management determines, with the concurrence of the Board, that one or more adjustments that are made for adjusted net income should not be made with respect to the Available Cash Flow calculation. On February 6, 2024, the General Partner declared a distribution of $0.85 per AB Unit, representing a distribution of Available Cash Flow for the three months ended December 31, 2023. The General Partner, as a result of its 1.0% general partnership interest, is entitled to receive 1.0% of each distribution. The distribution is payable on March 14, 2024 to holders of record on February 20, 2024. Total cash distributions per Unit paid to the General Partner and Unitholders during 2023, 2022 and 2021 were $2.92, $3.87 and $3.86, respectively. Comprehensive Income We report all changes in comprehensive income in the consolidated statements of comprehensive income. Comprehensive income includes net income, as well as foreign currency translation adjustments, actuarial gains (losses) and prior service cost. Deferred taxes were not recognized on foreign currency translation adjustments for foreign subsidiaries which had earnings that were considered permanently invested outside the United States. Subsequent Events 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. 94 AllianceBernstein Table of Contents Part II 3. Revenue Recognition Revenues for the years ended December 31, 2023, 2022 and 2021 consisted of the following: Years Ended December 31 2023 2022 2021 (in thousands) Subject to contracts with customers: Investment advisory and services fees Base fees $ 2,830,557 $ 2,825,791 $ 2,949,405 Performance-based fees 144,911 145,247 245,119 Bernstein research services 386,142 416,273 452,017 Distribution revenues All-in-management fees 284,057 290,740 350,674 12b-1 fees 63,127 69,041 83,920 Other distribution fees 239,079 247,414 217,646 Other revenues Shareholder servicing fees 83,802 86,661 90,225 Other 17,061 18,120 16,034 4,048,736 4,099,287 4,405,040 Not subject to contracts with customers: Dividend and interest income, net of interest expense 91,902 56,653 35,048 Investment gains (losses) 14,206 (102,413) (636) Other revenues 479 763 2,150 106,587 (44,997) 36,562 Total net revenues $ 4,155,323 $ 4,054,290 $ 4,441,602 4. Net Income Per Unit Basic net income per unit is derived by reducing net income for the 1.0% general partnership interest and dividing the remaining 99.0% by the basic weighted average number of limited partnership units outstanding for each year. Diluted net income per unit is derived by reducing net income for the 1.0% general partnership interest and dividing the remaining 99.0% by the total of the diluted weighted average number of limited partnership units outstanding for each year. Years Ended December 31 2023 2022 2021 (in thousands, except per unit amounts) Net income attributable to AB Unitholders $ 764,610 $ 831,813 $ 1,148,623 Weighted average units outstanding—basic 285,125 273,943 271,729 Dilutive effect of compensatory options to buy AB Holding Units — 1 11 Weighted average units outstanding—diluted 285,125 273,944 271,740 Basic net income per AB Unit $ 2.65 $ 3.01 $ 4.18 Diluted net income per AB Unit $ 2.65 $ 3.01 $ 4.18 There were no anti-dilutive options excluded from diluted net income in 2023, 2022 and 2021. 2023 Annual Report 95 Table of Contents Part II 5. Cash and Securities Segregated Under Federal Regulations and Other Requirements 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. 6. Investments Investments consist of: Years Ended December 31 2023 2022 (in thousands) Equity securities: Long-term incentive compensation-related $ 18,882 $ 21,055 Seed capital 128,771 138,012 Investments in limited partnership hedge funds: Long-term incentive compensation-related 21,151 26,815 Seed capital 57,624 15,711 Time deposits 6,517 7,750 Other 10,609 8,175 Total investments $ 243,554 $ 217,518 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. For long-term incentive compensation awards granted before 2009, we typically made investments in company-sponsored mutual funds and hedge funds that were notionally elected by plan participants and maintained them (and continue to maintain them) in a consolidated rabbi trust or separate custodial account. The rabbi trust and custodial account enable us to hold such investments separate from our other assets for the purpose of settling our obligations to participants. The investments held in the rabbi trust and custodial account remain available to the general creditors of AB. The underlying investments of hedge funds in which we invest include long and short positions in equity securities, fixed income securities (including various agency and non-agency asset-based securities), currencies, commodities and derivatives (including various swaps and forward contracts). These investments are valued at quoted market prices or, where quoted market prices are not available, are fair valued based on the pricing policies and procedures of the underlying funds. We allocate seed capital to our investment teams to help develop new products and services for our clients. A portion of our seed capital trading investments are equity and fixed income products, primarily in the form of separately managed account portfolios, U.S. mutual funds, Luxembourg funds, Japanese investment trust management funds or Delaware business trusts. We also may allocate seed capital to investments in private equity funds. Regarding our seed capital investments, the amounts above reflect those funds in which we are not the primary beneficiary of a VIE or hold a controlling financial interest in a VOE. See Note 15, Consolidated Company-Sponsored Investment Funds , for a description of the seed capital investments that we consolidated. As of December 31, 2023 and 2022, our total seed capital investments were $394.2 million and $309.6 million, respectively. Seed capital investments in unconsolidated company-sponsored investment funds are valued using published net asset values or non-published net asset values if they are not listed on an active exchange but have net asset values that are comparable to funds with published net asset values and have no redemption restrictions. In addition, we also have long positions in corporate equities and long exchange-traded options traded through our options desk. The portion of unrealized gains (losses) related to equity securities, as defined by ASC 321-10, held as of December 31, 2023 and 2022 were as follows: Years Ended December 31 2023 2022 (in thousands) Net gains (losses) recognized during the period $ 14,372 $ (23,855) Less: net gains recognized during the period on equity securities sold during the period 6,132 17,960 Unrealized gains (losses) recognized during the period on equity securities held $ 8,240 $ (41,815) 96 AllianceBernstein Table of Contents Part II 7. Derivative Instruments See Note 15 Consolidated Company-Sponsored Investment Funds for disclosure of derivative instruments held by our consolidated company-sponsored investment funds. We enter into various futures, forwards, options and swaps to economically hedge certain seed capital investments. Also, we have currency forwards that help us to economically hedge certain balance sheet exposures. In addition, our options desk trades long and short exchange-traded equity options. We do not hold any derivatives designated in a formal hedge relationship under ASC 815-10, Derivatives and Hedging . 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: Notional Value Derivative Assets Derivative Liabilities Gains (Losses) (in thousands) December 31, 2023 Exchange-traded futures $ 116,344 $ 1 $ 3,511 $ (2,038) Currency forwards 34,440 4,951 5,597 (82) Interest rate swaps 11,345 294 349 110 Credit default swaps 139,607 9,265 4,197 (6,850) Total return swaps 95,021 6 4,391 (5,443) Option swaps 50,232 1 135 (2,107) Total derivatives $ 446,989 $ 14,518 $ 18,180 $ (16,410) December 31, 2022 Exchange-traded futures $ 154,687 $ 1,768 $ 162 $ 19,994 Currency forwards 34,597 4,446 5,047 1,965 Interest rate swaps 16,847 386 262 70 Credit default swaps 225,671 17,507 7,302 (1,000) Total return swaps 28,742 605 933 14,828 Option swaps 50,000 — 6 5,211 Total derivatives $ 510,544 $ 24,712 $ 13,712 $ 41,068 As of December 31, 2023 and 2022, the derivative assets and liabilities are included in both receivables and payables to brokers and dealers on our consolidated statements of financial condition. Gains and losses on derivative instruments are reported in investment gains (losses) on the consolidated statements of income. We may be exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments. 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 and U.S. Treasuries. As of December 31, 2023 and 2022, we held $5.7 million and $8.4 million, respectively, of cash collateral payable to trade counterparties. This obligation to return cash is reported in payables to brokers and dealers in our consolidated statements of financial condition. Although notional amount is the typical measure of volume in the derivatives market, it is not used as a measure of credit risk. Generally, the current credit exposure of our derivative contracts is limited to the net positive estimated fair value of derivative contracts at the reporting date after taking into consideration the existence of netting agreements and any collateral received. A derivative with positive value (a derivative asset) indicates existence of credit risk because the counterparty would owe us if the contract were closed. Alternatively, a derivative contract with negative value (a derivative liability) indicates we would owe money to the counterparty if the contract were closed. 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. 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. 2023 Annual Report 97 Table of Contents Part II 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. Our options desk provides our clients with equity derivative strategies and execution for exchange-traded options on single stocks, exchange-traded funds and indices. While predominately agency-based, the options desk may commit capital to facilitate a client's transaction. Our options desk hedges the risk associated with this activity by taking offsetting positions in equities. 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. 8. Offsetting Assets and Liabilities See Note 15, Consolidated Company-Sponsored Investment Funds , for disclosure of offsetting assets and liabilities of our consolidated company-sponsored investment funds. Offsetting of assets as of December 31, 2023 and 2022 was as follows: Gross Amounts of Recognized Assets Gross Amounts Offset in the Statement of Financial Condition Net Amounts of Assets Presented in the Statement of Financial Condition Financial Instruments Collateral Cash Collateral Received Net Amount (in thousands) December 31, 2023 Securities borrowed $ 23,229 $ — $ 23,229 $ (23,229) $ — $ — Derivatives 14,518 — 14,518 — (5,691) 8,827 December 31, 2022 Securities borrowed $ 62,063 $ — $ 62,063 $ (62,058) $ — $ 5 Derivatives 24,712 — 24,712 — (8,361) 16,351 Offsetting of liabilities as of December 31, 2023 and 2022 was as follows: Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Statement of Financial Condition Net Amounts of Liabilities Presented in the Statement of Financial Condition Financial Instruments Collateral Cash Collateral Pledged Net Amount (in thousands) December 31, 2023 Securities loaned $ 125,101 $ — $ 125,101 $ (122,369) $ — $ 2,732 Derivatives 18,180 — 18,180 — (7,795) 10,385 December 31, 2022 Securities loaned $ 272,580 $ — $ 272,580 $ (267,053) $ — $ 5,527 Derivatives 13,712 — 13,712 — (4,158) 9,554 Cash collateral, whether pledged or received on derivative instruments, is not considered material and, accordingly, is not disclosed by counterparty. 98 AllianceBernstein Table of Contents Part II 9. Fair Value See Note 15, Consolidated Company-Sponsored Investment Funds , for disclosure of fair value of our consolidated company-sponsored investment funds. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability ( i.e. , the “exit price” ) in an orderly transaction between market participants at the measurement date. The three broad levels of fair value hierarchy are as follows: • Level 1—Quoted prices in active markets are available for identical assets or liabilities as of the reported date. • Level 2—Quoted prices in markets that are not active or other pricing inputs that are either directly or indirectly observable as of the reported date. • Level 3—Prices or valuation techniques that are both significant to the fair value measurement and unobservable as of the reported date. 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. Assets and Liabilities Measured at Fair Value on a Recurring Basis Valuation of our financial instruments by pricing observability levels as of December 31, 2023 and 2022 was as follows (in thousands): Level 1 Level 2 Level 3 NAV Expedient (1) Other Total December 31, 2023 Money markets $ 146,906 $ — $ — $ — $ — $ 146,906 Securities segregated (U.S. Treasury Bills) — 867,679 — — — 867,679 Derivatives 1 14,517 — — — 14,518 Investments: Equity securities 113,833 32,104 118 1,598 — 147,653 Limited partnership hedge funds (2) — — — — 78,775 78,775 Time deposits (3) — — — — 6,517 6,517 Other investments 7,870 — — — 2,739 10,609 Total investments 121,703 32,104 118 1,598 88,031 243,554 Total assets measured at fair value $ 268,610 $ 914,300 $ 118 $ 1,598 $ 88,031 $ 1,272,657 Derivatives 3,511 14,669 — — — 18,180 Contingent payment arrangements — — 252,690 — — 252,690 Total liabilities measured at fair value $ 3,511 $ 14,669 $ 252,690 $ — $ — $ 270,870 December 31, 2022: Money markets $ 95,521 $ — $ — $ — $ — $ 95,521 Securities segregated (U.S. Treasury Bills) — 1,521,705 — — — 1,521,705 Derivatives 1,768 22,944 — — — 24,712 Investments: Equity securities 129,655 27,799 129 1,484 — 159,067 Limited partnership hedge funds (2) — — — — 42,526 42,526 Time deposits (3) — — — — 7,750 7,750 Other investments 6,689 — — — 1,486 8,175 Total investments 136,344 27,799 129 1,484 51,762 217,518 Total assets measured at fair value $ 233,633 $ 1,572,448 $ 129 $ 1,484 $ 51,762 $ 1,859,456 Derivatives 162 13,550 — — — 13,712 Contingent payment arrangements — — 247,309 — — 247,309 Total liabilities measured at fair value $ 162 $ 13,550 $ 247,309 $ — $ — $ 261,021 (1) Investments measured at fair value using NAV (or its equivalent) as a practical expedient. (2) Investments in equity method investees that are not measured at fair value in accordance with GAAP. (3) Investments carried at amortized cost that are not measured at fair value in accordance with GAAP. 2023 Annual Report 99 Table of Contents Part II 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) 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: • Money markets: We invest excess cash in various money market funds that are valued based on quoted prices in active markets; these are included in Level 1 of the valuation hierarchy. • Treasury Bills: We hold U.S. Treasury Bills, which are primarily segregated in a special reserve bank custody account as required by Rule 15c3-3 of the Exchange Act. These securities are valued based on quoted yields in secondary markets and are included in Level 2 of the valuation hierarchy. • Equity securities: Our equity securities consist principally of company-sponsored mutual funds with NAVs and various separately managed portfolios consisting primarily of equity and fixed income mutual funds with quoted prices in active markets, which are included in Level 1 of the valuation hierarchy. In addition, some securities are valued based on observable inputs from recognized pricing vendors, which are included in Level 2 of the valuation hierarchy. • Derivatives: We hold exchange-traded futures with counterparties that are included in Level 1 of the valuation hierarchy. In addition, we also hold currency forward contracts, interest rate swaps, credit default swaps, option swaps and total return swaps with counterparties that are valued based on observable inputs from recognized pricing vendors, which are included in Level 2 of the valuation hierarchy. • Contingent payment arrangements: Contingent payment arrangements relate to contingent payment liabilities associated with various acquisitions. At each reporting date, we estimate the fair values of the contingent consideration expected to be paid upon probability-weighted AUM and revenue projections, using unobservable market data inputs, which are included in Level 3 of the valuation hierarchy. During the years ended December 31, 2023 and 2022, there were no transfers between Level 2 and Level 3 securities. The change in carrying value associated with Level 3 financial instruments carried at fair value, classified as equity securities, is as follows: December 31 2023 2022 (in thousands) Balance as of beginning of period $ 129 $ 126 Purchases — — Sales — — Realized gains (losses), net — — Unrealized (losses) gains, net (11) 3 Balance as of end of period $ 118 $ 129 Realized and unrealized gains and losses on Level 3 financial instruments are recorded in investment gains and losses in the consolidated statements of income. 100 AllianceBernstein Table of Contents Part II Our acquisitions may include contingent consideration arrangements as part of the purchase price. The change in carrying value associated with Level 3 financial instruments carried at fair value, classified as contingent payment arrangements, is as follows: December 31 2023 2022 (in thousands) Balance as of beginning of period $ 247,309 $ 38,260 Addition — 231,385 Accretion 8,803 6,563 Changes in estimates (1) 14,050 — Payments (1,291) — Held for sale reclassification (1) (16,181) (28,899) Balance as of end of period $ 252,690 $ 247,309 (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. The liability was valued using a forecast of future cash flows attributable to the performance objectives that are discounted to present value using a risk-adjusted discount rate. The expected revenue growth rates range from 3.9% to 31.5%, with a weighted average of 14.1%, calculated using cumulative revenues and range of revenue growth rates. The discount rates range from 4.1% to 4.6%, with a weighted average of 4.2%, calculated using total contingent liabilities and range of discount rates. As of December 31, 2022, including the CarVal acquisition, the expected revenue growth rates range from 2.0% to 83.9%, with a weighted average of 11.5%, 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 4.5%, calculated using total contingent liabilities and range of discount rates. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis We did not have any material assets or liabilities that were measured at fair value for impairment on a nonrecurring basis during the years ended December 31, 2023 or 2022. 10. Furniture, Equipment and Leasehold Improvements, Net Furniture, equipment and leasehold improvements, net consist of: Years Ended December 31 2023 2022 (in thousands) Furniture and equipment (1) $ 168,415 $ 605,567 Leasehold improvements (1) 326,131 323,982 Total (1) 494,546 929,549 Less: 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. 2023 Annual Report 101 Table of Contents Part II 11. Deferred Sales Commissions, Net The components of deferred sales commissions, net, for the years ended December 31, 2023 and 2022 were as follows (excluding amounts related to fully amortized deferred sales commissions): Years Ended December 31 2023 2022 (in thousands) Carrying amount of deferred sales commissions $ 187,870 $ 172,181 Less: Accumulated amortization (66,899) (66,184) Cumulative CDSC received (33,597) (53,747) Deferred sales commissions, net $ 87,374 $ 52,250 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): 2024 $ 39,894 2025 28,979 2026 16,997 2027 1,504 Total $ 87,374 12. Debt Credit Facility 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; any such increase is subject to the consent of the affected lenders. The Credit Facility is available for AB and Sanford C. Bernstein & Co., LLC (" SCB LLC ") business purposes, including the support of AB’s commercial paper program. Both AB and SCB LLC can draw directly under the Credit Facility and management may draw on the Credit Facility from time to time. AB has agreed to guarantee the obligations of SCB LLC under the Credit Facility. The Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. As of December 31, 2023, we were in compliance with these covenants. The Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvency- or bankruptcy-related events of default, all amounts payable under the Credit Facility would automatically become immediately due and payable, and the lender’s commitments automatically would terminate. Amounts under the Credit Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility. Voluntary prepayments and commitment reductions requested by us are permitted at any time without a fee (other than customary breakage costs relating to the prepayment of any drawn loans) upon proper notice and subject to a minimum dollar requirement. 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: SOFR; a Prime rate; or the Federal Funds rate. As of December 31, 2023 and 2022, we had no amounts outstanding under the Credit Facility. During 2023 and 2022, we did not draw upon the Credit Facility. 102 AllianceBernstein Table of Contents Part II EQH Facility AB also has a $900.0 million committed, unsecured senior credit facility (“ EQH Facility ”) with EQH. The EQH Facility matures on November 4, 2024 and is available for AB's general business purposes. Borrowings under the EQH Facility generally bear interest at a rate per annum based on prevailing overnight commercial paper rates. 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. Amounts under the EQH Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility. AB or EQH may reduce or terminate the commitment at any time without penalty upon proper notice. EQH also may terminate the facility immediately upon a change of control of our general partner. 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. EQH Uncommitted Facility In addition to the EQH Facility, AB has a $300.0 million uncommitted, unsecured senior credit facility (“ EQH Uncommitted Facility ”) with EQH. The EQH Uncommitted Facility matures on September 1, 2024 and is available for AB's general business purposes. Borrowings under the EQH Unsecured Facility generally bear interest at a rate per annum based on prevailing overnight commercial paper rates. 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 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 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. SCB Lines of Credit SCB LLC currently has five uncommitted lines of credit with five financial institutions. Four of these lines of credit permit us to borrow up to an aggregate of approximately $315.0 million, with AB named as an additional borrower, while the other line has no stated limit. AB has agreed to guarantee the obligations on SCB LLC under these lines of credit. 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 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. 13. Leases We lease office space, office equipment and technology under various operating and financing leases. 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 Table of Contents Part II Leases included in the consolidated statements of financial condition as of December 31, 2023 and 2022 were as follows: Classification December 31, 2023 December 31, 2022 (in thousands) Operating Leases Operating lease right-of-use assets Right-of-use assets $ 312,588 $ 360,092 Operating lease liabilities Lease liabilities 357,623 415,539 Finance Leases Property and equipment, gross Right-of-use assets 18,975 18,116 Amortization of right-of-use assets Right-of-use assets (7,797) (6,310) Property and equipment, net 11,178 11,806 Finance lease liabilities Lease liabilities 11,394 11,940 The components of lease expense included in the consolidated statements of income for the years ended December 31, 2023 and 2022 were as follows: Years Ended December 31 Classification 2023 2022 (in thousands) Operating lease cost General and administrative $ 94,784 $ 97,198 Financing lease cost: Amortization of right-of-use assets General and administrative 4,779 3,860 Interest on lease liabilities Interest expense 348 200 Total finance lease cost 5,127 4,060 Variable lease cost (1) General and administrative 35,525 40,552 Sublease income General and administrative (33,577) (34,420) Net lease cost $ 101,859 $ 107,390 (1) Variable lease expense includes operating expenses, real estate taxes and employee parking. The sublease income represents all revenues received from sub-tenants. It is primarily fixed base rental payments combined with variable reimbursements such as operating expenses, real estate taxes and employee parking. The vast majority of sub-tenant income is derived from our New York metro sub-tenant agreements. Sub-tenant income related to base rent is recorded on a straight-line basis. Maturities of lease liabilities are as follows: Operating Leases Financing Leases Total Year ending December 31, (in thousands) 2024 $ 108,380 $ 4,415 $ 112,795 2025 42,695 3,985 46,680 2026 40,568 2,554 43,122 2027 37,973 881 38,854 2028 31,698 137 31,835 Thereafter 132,647 — 132,647 Total lease payments 393,961 11,972 $ 405,933 Less interest (36,338) (578) Present value of lease liabilities $ 357,623 $ 11,394 104 AllianceBernstein Table of Contents Part II 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. Lease term and discount rate: Weighted average remaining lease term (years): Operating leases 7.34 Finance leases 2.97 Weighted average discount rate: Operating leases 2.89 % Finance leases 3.22 % Supplemental non-cash activity related to leases are as follows: Years Ended December 31 2023 2022 (in thousands) Right-of-use assets obtained in exchange for lease obligations (1) : Operating leases $ 32,407 $ 38,875 Finance leases 4,106 7,791 (1) Represents non-cash activity and, accordingly, is not reflected in the consolidated statements of cash flows. 14. Commitments and Contingencies Leases 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: Payments Sublease Receipts Net Payments (in millions) 2024 $ 104.4 $ (31.0) $ 73.4 2025 64.6 0.3 64.9 2026 60.9 (0.2) 60.7 2027 56.6 — 56.6 2028 49.6 — 49.6 2029 and thereafter 458.9 — 458.9 Total future minimum payments $ 795.0 $ (30.9) $ 764.1 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. 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 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. 2023 Annual Report 105 Table of Contents Part II 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 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 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. 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. 15. Consolidated Company-Sponsored Investment Funds We regularly provide seed capital to new company-sponsored investment funds. As such, we may consolidate or de-consolidate a variety of company-sponsored investment funds each quarter. 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. 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. Our exposure to loss regarding consolidated company-sponsored investment funds is limited to our investment in, and our management fee earned from, such funds. 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 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 Investments 286,619 110,555 397,174 516,536 — 516,536 Other assets 15,010 10,289 25,299 44,424 — 44,424 Total assets $ 309,201 $ 121,011 $ 430,212 $ 580,711 $ — $ 580,711 Liabilities $ 9,699 $ 2,838 $ 12,537 $ 55,529 $ — $ 55,529 Redeemable non-controlling interest 202,882 6,538 209,420 368,656 — 368,656 Partners' capital attributable to AB Unitholders 96,620 111,635 208,255 156,526 — 156,526 Total liabilities, redeemable non-controlling interest and partners' capital $ 309,201 $ 121,011 $ 430,212 $ 580,711 $ — $ 580,711 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 $ 209,420 106 AllianceBernstein Table of Contents Part II Fair Value Cash and cash equivalents include cash on hand, demand deposits, overnight commercial paper and highly liquid investments with original maturities of three months or less. Due to the short-term nature of these instruments, the recorded value has been determined to approximate fair value. Valuation of consolidated company-sponsored investment funds' financial instruments by pricing observability levels as of December 31, 2023 and 2022 was as follows (in thousands): Level 1 Level 2 Level 3 Total December 31, 2023: 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 - VIEs $ 944 $ 1,587 $ — $ 2,531 Total liabilities measured at fair value $ 944 $ 1,587 $ — $ 2,531 December 31, 2022: 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 - 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. The change in carrying value associated with Level 3 financial instruments carried at fair value within consolidated company-sponsored investment funds was as follows: December 31 2023 2022 (in thousands) Balance as of beginning of period $ — $ 3,357 Deconsolidated funds — (3,351) Transfers (out) — (6) Purchases — 248 Sales — (248) Balance as of end of period $ — $ — The Level 3 securities primarily consist of corporate bonds that are vendor priced with no ratings available, bank loans, non-agency collateralized mortgage obligations and asset-backed securities. Transfers into and out of all levels of the fair value hierarchy are reflected at end-of-period fair values. 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 Table of Contents Part II 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, 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. As of December 31, 2023 and 2022, the VIEs held $1.4 million and $2.7 million, respectively, of cash collateral payable to trade counterparties. This obligation to return cash is reported in the liabilities of consolidated company-sponsored investment funds in our consolidated statements of financial condition. As of December 31, 2023 and 2022, the VIEs delivered $1.4 million and $5.4 million, respectively, of cash collateral into brokerage accounts. 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 Offsetting of derivative assets of consolidated company-sponsored investment funds as of December 31, 2023 and 2022 was as follows: Gross Amounts of Recognized Assets Gross Amounts Offset in the Statement of Financial Condition Net Amounts of Assets Presented in the Statement of Financial Condition Financial Instruments Cash Collateral Received Net Amount (in thousands) December 31, 2023: Derivatives - VIEs $ 4,902 $ — $ 4,902 $ — $ (1,415) $ 3,487 December 31, 2022: 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: Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Statement of Financial Condition Net Amounts of Liabilities Presented in the Statement of Financial Condition Financial Instruments Cash Collateral Pledged Net Amount (in thousands) December 31, 2023: Derivatives - VIEs $ 2,531 $ — $ 2,531 $ — $ (1,408) $ 1,123 December 31, 2022: 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. Non-Consolidated VIEs 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 $10.3 million in these VIEs and our advisory fees 108 AllianceBernstein Table of Contents Part II 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; our maximum risk of loss was our investment of $5.7 million in these VIEs and our advisory fees receivable from these VIEs were $54.2 million. 16. Net Capital SCB LLC is registered as a broker-dealer under the Exchange Act and is subject to the minimum net capital requirements imposed by the U.S. Securities and Exchange Commission (" SEC "). SCB LLC computes its net capital under the alternative method permitted by the applicable rule, which requires that minimum net capital, as defined, equals the greater of $1.0 million or two percent of aggregate debit items arising from customer transactions, as defined. As of December 31, 2023, SCB LLC had net capital of $316.9 million, which was $289.1 million in excess of the minimum net capital requirement of $27.8 million. Advances, dividend payments and other equity withdrawals by SCB LLC are restricted by regulations imposed by the SEC, the Financial Industry Regulatory Authority, Inc., and other securities agencies. Our U.K.-based broker-dealer is a member of the London Stock Exchange. As of December 31, 2023, it was subject to financial resources requirements of $46.7 million imposed by the Financial Conduct Authority of the United Kingdom and had aggregate regulatory financial resources of $57.0 million, an excess of $10.3 million over the required level. AllianceBernstein Investments, Inc. (" ABI "), another one of our subsidiaries and the distributor and/or underwriter for certain company-sponsored mutual funds, is registered as a broker-dealer under the Exchange Act and is subject to the minimum net capital requirements imposed by the SEC. As of December 31, 2023, ABI had net capital of $26.8 million, which was $26.5 million in excess of its required net capital of $0.3 million. Many of our subsidiaries around the world are subject to minimum net capital requirements by the local laws and regulations to which they are subject. As of December 31, 2023, each of our subsidiaries subject to a minimum net capital requirement satisfied the applicable requirement. 17. Counterparty Risk Customer Activities In the normal course of business, brokerage activities involve the execution, settlement and financing of various customer securities trades, which may expose our broker-dealer operations to off-balance sheet risk by requiring us to purchase or sell securities at prevailing market prices in the event the customer is unable to fulfill its contractual obligations. Our customer securities activities are transacted on either a cash or margin basis. In margin transactions, we extend credit to the customer, subject to various regulatory and internal margin requirements. These transactions are collateralized by cash or securities in the customer’s account. 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 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. A majority of our customer margin accounts are managed on a discretionary basis whereby we maintain control over the investment activity in the accounts. 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. 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. The risks we assume in connection with these transactions are not expected to have a material adverse effect on our financial condition or results of operations. Other Counterparties We are engaged in various brokerage, futures, forwards, options and swap activities on behalf of clients, in which counterparties primarily include broker-dealers, banks and other financial institutions. In the event these counterparties do not fulfill their obligations, our clients and we may be exposed to loss. The risk of default depends on the creditworthiness of the counterparty. It is our policy to review, as necessary, each counterparty’s creditworthiness. In connection with security borrowing and lending arrangements, we enter into collateralized agreements, which may result in potential loss in the event the counterparty to a transaction is unable to fulfill its contractual obligations. Security borrowing arrangements require us to deposit cash collateral with the lender. 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 2023 Annual Report 109 Table of Contents Part II daily basis. 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. We enter into various futures, forwards, options and swaps primarily to economically hedge certain of our seed money investments. We may be exposed to credit losses in the event of nonperformance by counterparties to these derivative financial instruments. See Note 7, Derivative Instruments for further discussion. 18. Qualified Employee Benefit Plans We maintain a qualified profit sharing plan covering U.S. employees and certain foreign employees. Employer contributions are discretionary and generally limited to the maximum amount deductible for federal income tax purposes. Aggregate contributions were $19.0 million, $17.5 million and $16.5 million for 2023, 2022 and 2021, respectively. We maintain several defined contribution plans for foreign employees working for our subsidiaries in the United Kingdom, Australia, Japan and other locations outside the United States. Employer contributions generally are consistent with regulatory requirements and tax limits. 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 (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. Service and compensation after December 31, 2008 are not taken into account in determining participants’ retirement benefits. Our policy is to satisfy our funding obligation for each year in an amount not less than the minimum required by ERISA and not greater than the maximum amount we can deduct for federal income tax purposes. We did not make a contribution to the Retirement Plan during 2023. We do not currently anticipate that we will contribute to the Retirement Plan during 2024. Contribution estimates, which are subject to change, are based on regulatory requirements, future market conditions and assumptions used for actuarial computations of the Retirement Plan’s obligations and assets. Management, at the present time, has not determined the amount, if any, of additional future contributions that may be required. 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: Years Ended December 31 2023 2022 (in thousands) Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 100,480 $ 141,862 Interest cost 5,199 3,958 Plan settlements — (4,524) Actuarial (gain) (984) (37,839) Benefits paid (6,269) (2,977) Projected benefit obligation at end of year 98,426 100,480 Change in plan assets: Plan assets at fair value at beginning of year 95,990 130,939 Actual return on plan assets 11,655 (27,448) Plan settlements — (4,524) Benefits paid (6,269) (2,977) Plan assets at fair value at end of year 101,376 95,990 Funded status $ 2,950 $ (4,490) Effective December 31, 2015, the Retirement Plan was amended to change the actuarial basis used for converting a life annuity benefit to optional forms of payment and converting benefits payable at age 65 to earlier commencement dates. This prior service cost will be amortized over future years. 110 AllianceBernstein Table of Contents Part II The amounts recognized in other comprehensive income for the Retirement Plan for 2023, 2022 and 2021 were as follows: 2023 2022 2021 (in thousands) Unrecognized net gain (loss) from experience different from that assumed and effects of changes and assumptions $ 8,815 $ 6,519 $ 15,858 Prior service cost 24 24 24 8,839 6,543 15,882 Income tax (expense) (9) (33) (87) 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). 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 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: Retirement Plan Retired Individual Plan Foreign Retirement Plans OCI Statement (in thousands) Recognized actuarial gain $ 8,815 $ (19) $ 339 $ 9,135 Amortization of prior service cost 24 — — 24 Changes in employee benefit related items 8,839 (19) 339 9,159 Income tax (expense) (9) — (70) (79) Employee benefit related items, net of tax $ 8,830 $ (19) $ 269 $ 9,080 The amounts included in accumulated other comprehensive loss for the Retirement Plan as of December 31, 2023 and 2022 were as follows: 2023 2022 (in thousands) Unrecognized net loss from experience different from that assumed and effects of changes and assumptions $ (28,433) $ (37,249) Prior service cost (635) (659) (29,068) (37,908) Income tax benefit 168 177 Accumulated other comprehensive loss $ (28,900) $ (37,731) 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 $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 Table of Contents Part II The discount rates used to determine benefit obligations as of December 31, 2023 and 2022 (measurement dates) were 5.40% and 5.50%, respectively. Benefit payments are expected to be paid as follows (in thousands): 2024 $ 10,059 2025 8,030 2026 7,856 2027 8,690 2028 7,677 2029 - 2033 37,703 Net expense under the Retirement Plan consisted of: Years Ended December 31 2023 2022 2021 (in thousands) Interest cost on projected benefit obligations $ 5,199 $ 3,958 $ 3,794 Expected return on plan assets (4,776) (6,591) (6,351) Amortization of prior service cost 24 24 24 Settlement loss recognized — 1,678 2,024 Recognized actuarial loss 952 1,042 1,447 Net pension expense $ 1,399 $ 111 $ 938 Actuarial computations used to determine net periodic costs were made utilizing the following weighted-average assumptions: Years Ended December 31 2023 2022 2021 Discount rate on benefit obligations 5.50 % 2.90 % 2.55 % Expected long-term rate of return on plan assets 5.25 % 5.25 % 5.25 % In developing the expected long-term rate of return on plan assets of 5.25%, management considered the historical returns and future expectations for returns for each asset category, as well as the target asset allocation of the portfolio. The expected long-term rate of return on assets is based on weighted average expected returns for each asset class. 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. 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. The Retirement Plan’s asset allocation percentages consisted of: Years Ended December 31 2023 2022 Equity 28 % 46 % Debt securities 62 42 Other 10 12 Total 100 % 100 % 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 Plan to meet future liabilities and obligations, while minimizing the need for additional contributions, and managing the Plan's funded status 112 AllianceBernstein Table of Contents Part II 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. The valuation of our Retirement Plan assets by pricing observability levels as of December 31, 2023 and 2022 was as follows (in thousands): Level 1 Level 2 Level 3 Total December 31, 2023 Cash $ 944 $ — $ — $ 944 U.S. Treasury Strips — 15,764 — 15,764 Fixed income mutual funds 2,271 — — 2,271 Fixed income securities — 46,443 — 46,443 Equity mutual funds 9,821 — — 9,821 Equity securities 10,231 — — 10,231 Total assets in the fair value hierarchy 23,267 62,207 — 85,474 Investments measured at net assets value — — — 15,902 Investments at fair value $ 23,267 $ 62,207 $ — $ 101,376 Level 1 Level 2 Level 3 Total December 31, 2022 Cash $ 1,441 $ — $ — $ 1,441 U.S. Treasury Strips — 15,634 — 15,634 Fixed income mutual funds 2,149 — — 2,149 Fixed income securities — 22,478 — 22,478 Equity mutual funds 26,074 — — 26,074 Equity securities 10,928 219 — 11,147 Total assets in the fair value hierarchy 40,592 38,331 — 78,923 Investments measured at net assets value — — — 17,067 Investments at fair value $ 40,592 $ 38,331 $ — $ 95,990 During 2023 and 2022, the Retirement Plan's investments include the following: • U.S. 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; • 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. This portfolio invests in U.S. dollar denominated investment grade fixed income securities with at least 10 years to maturity; • 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. 19. Long-term Incentive Compensation Plans 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 Table of Contents Part II employees. See Note 2 "Summary of Significant Accounting Policies – Long-Term Incentive Compensation Plans" for a discussion of the award provisions. Under the Incentive Compensation Program, we made awards in 2023, 2022 and 2021 aggregating $170.2 million, $164.3 million and $184.1 million, respectively. The amounts charged to employee compensation and benefits expense for the years ended December 31, 2023, 2022 and 2021 were $183.0 million, $160.1 million and $173.4 million, respectively. Effective as of September 30, 2017, we established the AB 2017 Long Term Incentive Plan (“ 2017 Plan ”), which was adopted at a special meeting of AB Holding Unitholders held on September 29, 2017. The following forms of awards may be granted to employees and Eligible Directors (directors who satisfy applicable independence standards) under the 2017 Plan: (i) restricted AB Holding Units or phantom restricted AB Holding Units (a “phantom” award is a contractual right to receive AB Holding Units at a later date or upon a specified event); (ii) options to buy AB Holding Units; and (iii) other AB Holding Unit-based awards (including, without limitation, AB Holding Unit appreciation rights and performance awards). The purpose of the 2017 Plan is to promote the interest of AB by: (i) attracting and retaining talented officers, employees and directors, (ii) motivating such officers, employees and directors by means of performance-related incentives to achieve longer-range business and operational goals, (iii) enabling such officers, employees and directors to participate in the long-term growth and financial success of AB, and (iv) aligning the interests of such officers, employees and directors with those of AB Holding Unitholders. The 2017 Plan will expire on September 30, 2027, and no awards under the 2017 Plan will be made after that date. Under the 2017 Plan, the aggregate number of AB Holding Units with respect to which awards may be granted is 60 million, including no more than 30 million newly-issued AB Holding Units. As of December 31, 2023, no options to buy AB Holding Units were outstanding and 32,738,157 AB Holding Units, net of withholding tax requirements, were subject to other AB Holding Unit awards made under the 2017 Plan or the AllianceBernstein 2010 Long Term Incentive Plan, as amended, an equity compensation plan with similar terms that was canceled on September 30, 2017. AB Holding Unit-based awards (including options) in respect of 27,261,843 AB Holding Units were available for grant under the 2017 Plan as of December 31, 2023. As of December 31, 2022, no options to buy AB Holding Units had been granted and 29,795,964 AB Holding Units, net of withholding tax requirements, were subject to other AB Holding Unit awards made under the 2017 Plan or the AllianceBernstein 2010 Long Term Incentive Plan, as amended, an equity compensation plan with similar terms that was canceled on September 30, 2017. AB Holding Unit-based awards (including options) in respect of 30,204,036 AB Holding Units were available for grant under the 2017 Plan as of December 31, 2022. Clawbacks 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. Bernstein. Option Awards We did not grant any options to buy AB Holding Units during 2023, 2022 or 2021. Historically, options granted to employees generally were exercisable at a rate of 20% of the AB Holding Units subject to such options on each of the first five anniversary dates of the date of grant; 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. There was no option-related activity in our equity compensation plans during 2023. 114 AllianceBernstein Table of Contents Part II 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. As we did not grant any option awards in 2023, 2022 or 2021, no compensation expense was recorded. As of December 31, 2023, there was no compensation expense related to unvested option grants not yet recognized in the consolidated statement of income. Restricted AB Holding Unit Awards In 2023, 2022 and 2021, the Board granted restricted AB Holding Unit awards to Eligible Directors. 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). We fully expensed these awards on each grant date, as there is no service requirement. Grant details related to these awards is as follows: 2023 2022 2021 Restricted Units Awarded 30,102 30,870 35,358 Weighted Average Grant Date Fair Value $ 33.89 $ 38.55 $ 44.29 Compensation Expense (in millions) $ 1.0 $ 1.2 $ 1.6 On April 28, 2017, Seth Bernstein was appointed President and Chief Executive Officer . In connection with the commencement of his employment, Mr. Bernstein was granted restricted AB Holding Units; these Units were fully amortized as of December 31, 2021. Compensation expense related to Mr. 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. 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 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. Grant details related to these awards is as follows: 2023 2022 2021 (in millions excluding share prices) Restricted Units Awarded 0.5 0.5 3.4 Grant Date Fair Value Range $27.86 - $38.58 $34.86 - $49.90 $29.06 - $53.86 Compensation Expense $ 30.1 $ 35.0 $ 40.9 2023 Annual Report 115 Table of Contents Part II The fair value of the restricted AB Holding Units is amortized over the requisite service period as compensation expense. Changes in unvested restricted AB Holding Units during 2023 are as follows: AB Holding Units Weighted Average Grant Date Fair Value per AB Holding Unit Unvested as of December 31, 2022 14,772,236 $ 36.92 Granted 5,664,619 31.05 Vested (6,598,656) 35.74 Forfeited (390,644) 37.36 Unvested as of December 31, 2023 13,447,555 $ 35.02 The total grant date fair value of restricted AB Holding Units that vested was $235.8 million, $246.2 million and $199.0 million during 2023, 2022 and 2021, respectively. As of December 31, 2023, the 13,447,555 unvested restricted AB Holding Units consist of 10,017,189 restricted AB Holding Units that do not have a service requirement and have been fully expensed on the grant date and 3,430,366 restricted AB Holding Units that have a service requirement and will be expensed over the required service period. As of December 31, 2023, there was $91.0 million of compensation expense related to unvested restricted AB Holding Unit awards granted and not yet recognized in the consolidated statement of income. We expect to recognize the expense over a weighted average period of 5.9 years. 20. Units Outstanding Changes in AB Units outstanding for the years ended December 31, 2023 and 2022 were as follows: 2023 2022 Outstanding as of January 1, 285,979,913 271,453,043 Options exercised — 5,774 Units issued (1) 3,283,594 17,326,222 Units retired (2) (2,654,295) (2,805,126) Outstanding as of December 31, 286,609,212 285,979,913 (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. 116 AllianceBernstein Table of Contents Part II 21. Income Taxes 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”). 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. The AB Partnership Agreement provides that all transfers of AB Units must be approved by EQH and the General Partner; EQH and the General Partner approve only those transfers permitted pursuant to one or more of the safe harbors contained in the relevant Treasury regulations. If AB Units were considered readily tradable, AB’s net income would be subject to federal and state corporate income tax, significantly reducing its quarterly distributions to AB Holding. Furthermore, should AB enter into a substantial new line of business, AB Holding, by virtue of its ownership of AB, would lose its status as a publicly traded partnership and would become subject to corporate income tax, which would reduce materially AB Holding’s net income and its quarterly distributions to AB Holding Unitholders. Earnings before income taxes and income tax expense consist of: Years Ended December 31 2023 2022 2021 (in thousands) Earnings before income taxes: United States $ 714,732 $ 689,278 $ 1,007,847 Foreign 102,938 125,818 208,615 Total $ 817,670 $ 815,096 $ 1,216,462 Income tax expense: Partnership UBT $ 7,838 $ 5,996 $ 6,951 Corporate subsidiaries: Federal 2,855 1,457 750 State and local 914 931 956 Foreign 35,906 34,327 58,080 Current tax expense 47,513 42,711 66,737 Deferred tax (18,462) (3,072) (4,009) Income tax expense $ 29,051 $ 39,639 $ 62,728 2023 Annual Report 117 Table of Contents Part II The principal reasons for the difference between the effective tax rates and the UBT statutory tax rate of 4.0% are as follows: Years Ended December 31 2023 2022 2021 (in thousands) UBT statutory rate $ 32,707 4.0 % $ 32,604 4.0 % $ 48,659 4.0 % Corporate subsidiaries' federal, state, and local 4,538 0.6 1,460 0.2 1,322 0.2 Foreign subsidiaries taxed at different rates 36,788 4.5 32,664 4.0 43,019 3.5 FIN 48 reserve (release) (2,838) (0.3) — — — — UBT business allocation percentage rate change (1,049) (0.1) (98) — 23 — Deferred tax and payable write-offs 1,750 0.2 1,089 0.1 1,003 0.1 Foreign outside basis difference 3,414 0.4 (1,535) (0.2) 1,492 0.1 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 Tax Credits (1,604) (0.2) (5,275) (0.6) — — Income not taxable resulting from use of UBT business apportionment factors and effect of compensation charge (25,761) (3.2) (26,636) (3.3) (34,589) (2.8) Income tax expense and effective tax rate $ 29,051 3.6 % $ 39,639 4.9 % $ 62,728 5.2 % We recognize the effects of a tax position in the financial statements only if, as of the reporting date, it is “more likely than not” to be sustained based on its technical merits and their applicability to the facts and circumstances of the tax position. In making this assessment, we assume that the taxing authority will examine the tax position and have full knowledge of all relevant information. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Years Ended December 31 2023 2022 2021 (in thousands) Balance as of beginning of period $ 2,838 $ 2,838 $ 2,838 Additions for prior year tax positions — — — Reductions for prior year tax positions — — — Additions for current year tax positions — — — Reductions for current year tax positions — — — Reductions related to closed years/settlements with tax authorities (2,838) — — Balance as of end of period $ — $ 2,838 $ 2,838 The amount of unrecognized tax benefits as of December 31, 2023, 2022, and 2021, when recognized, is recorded as a reduction to income tax expense and reduces the company’s effective tax rate. Interest and penalties, if any, relating to tax positions are recorded in income tax expense on the consolidated statements of income. 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 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. 118 AllianceBernstein Table of Contents Part II Currently, there are no income tax examinations at our significant non-U.S. subsidiaries. Years that remain open and may be subject to examination vary under local law and range from one to seven years. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effect of significant items comprising the net deferred tax asset (liability) is as follows: Years Ended December 31 2023 2022 (in thousands) Deferred tax asset: Differences between book and tax basis: Benefits from net operating loss carryforwards $ 11,360 $ 4,918 Long-term incentive compensation plans 12,519 17,524 Investment basis differences 11,890 10,286 Depreciation and amortization 3,706 3,071 Lease liability 4,324 4,911 Investment in foreign subsidiaries 33,427 26,479 Tax credit carryforward 5,710 6,171 Other, primarily accrued expenses deductible when paid 8,988 6,860 91,924 80,220 Less: valuation allowance (28,579) (38,110) Deferred tax asset 63,345 42,110 Deferred tax liability: Differences between book and tax basis: Intangible assets 11,454 10,190 Right-of-use asset 3,730 4,191 Other 3,020 2,808 Deferred tax liability 18,204 17,189 Net deferred tax asset $ 45,141 $ 24,921 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. Management believes there will be sufficient future taxable income to realize the tax benefits related to the remaining net deferred tax assets recognized that are not subject to valuation allowances. The company provides income taxes on the unremitted earnings of non-U.S. corporate subsidiaries except to the extent that such earnings are indefinitely reinvested outside the United States. As of December 31, 2023, $29.6 million of undistributed earnings of non-U.S. corporate subsidiaries were indefinitely invested outside the U.S. At existing applicable income tax rates, additional taxes of approximately $6.2 million would need to be paid if such earnings are remitted. 2023 Annual Report 119 Table of Contents Part II 22. Business Segment Information Management has assessed the requirements of ASC 280, Segment Reporting , and determined that, because we utilize a consolidated approach to assess performance and allocate resources, we have only one operating segment. Enterprise-wide disclosures as of and for the years ended December 31, 2023, 2022 and 2021 were as follows: Services Net revenues derived from our investment management, research and related services were as follows: Years Ended December 31 2023 2022 2021 (in thousands) Institutions $ 666,670 $ 659,983 $ 587,017 Retail 1,926,020 2,000,908 2,223,829 Private Wealth Management 1,052,843 1,004,003 1,126,142 Bernstein Research Services 386,142 416,273 452,017 Other 231,189 39,561 56,283 Total revenues 4,262,864 4,120,728 4,445,288 Less: Interest expense 107,541 66,438 3,686 Net revenues $ 4,155,323 $ 4,054,290 $ 4,441,602 No individual fund accounted for more than 10% of our investment advisory and service fees and our net revenues during 2023, 2022 and 2021. Geographic Information Net revenues and long-lived assets, related to our U.S. and international operations, as of and for the years ended December 31, were as follows: 2023 2022 2021 (in thousands) Net revenues: United States $ 2,527,498 $ 2,381,958 $ 2,558,592 International 1,627,825 1,672,332 1,883,010 Total $ 4,155,323 $ 4,054,290 $ 4,441,602 Long-lived assets: United States $ 4,073,198 $ 4,067,991 International 53,670 72,466 Total $ 4,126,868 $ 4,140,457 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. 120 AllianceBernstein Table of Contents Part II 23. Related Party Transactions Mutual Funds We provide investment management, distribution, shareholder, administrative and brokerage services to individual investors by means of retail mutual funds sponsored by our company, our subsidiaries and our affiliated joint venture companies. We provide substantially all of these services under contracts that specify the services to be provided and the fees to be charged. The contracts are subject to annual review and approval by each mutual fund’s board of directors or trustees and, in certain circumstances, by the mutual fund’s shareholders. Revenues for services provided or related to the mutual funds are as follows: Years Ended December 31 2023 2022 2021 (in thousands) Investment advisory and services fees $ 1,377,916 $ 1,452,885 $ 1,644,757 Distribution revenues 575,647 590,580 637,076 Shareholder servicing fees 76,440 79,167 85,745 Other revenues 9,398 8,366 8,364 Bernstein Research Services — — 2 $ 2,039,401 $ 2,130,998 $ 2,375,944 EQH and its Subsidiaries We provide investment management and certain administration services to EQH and its subsidiaries. In addition, EQH and its subsidiaries distribute company-sponsored mutual funds, for which they receive commissions and distribution payments. Also, we are covered by various insurance policies maintained by EQH and we pay fees for technology and other services provided by EQH and its subsidiaries. Additionally, see Note 12 Debt , for disclosures related to our credit facility with EQH. Aggregate amounts included in the consolidated financial statements for transactions with EQH and its subsidiaries, as of and for the years ended December 31, are as follows: Years Ended December 31 2023 2022 2021 (in thousands) Revenues: Investment advisory and services fees $ 165,748 $ 148,377 $ 133,074 Other revenues 617 688 675 $ 166,365 $ 149,065 $ 133,749 Expenses: Commissions and distribution payments to financial intermediaries $ 3,492 $ 3,897 $ 4,550 General and administrative 2,909 2,882 2,373 Other 40,253 14,069 3,953 $ 46,654 $ 20,848 $ 10,876 Balance Sheet: Institutional investment advisory and services fees receivable $ 9,055 $ 7,732 Prepaid expenses 709 385 Other due to EQH and its subsidiaries 4,719 (4,206) EQH Facility (900,000) (990,000) $ (885,517) $ (986,089) 2023 Annual Report 121 Table of Contents Part II Other Related Parties The consolidated statements of financial condition include a net receivable from AB Holding as a result of cash transactions for fees and expense reimbursements. 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. 24. Divestitures and Acquisitions Divestitures 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. 122 AllianceBernstein Table of Contents Part II 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 2023 2022 (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 Payables: 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. Also, on July 1, 2022, immediately following the acquisition of CarVal, AB Holding contributed 100% of its equity interests in CarVal to AB in exchange for AB Units. Post-acquisition, CarVal was rebranded AB CarVal Investors (“ AB CarVal ”). On the acquisition date, AB Holding issued approximately 3.2 million AB Holding Units (with a fair value of $132.8 million) with the remaining 12.1 million Units (with a fair value of $456.4 million) issued on November 1, 2022. 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 Table of Contents Part II 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). AB also recorded a contingent consideration payable of $228.9 million (to be paid predominantly in AB Units) based on AB CarVal achieving certain performance objectives over a six-year period ending December 31, 2027. The AB Units, as discussed above , were issued to AB Holding; AB Holding then issued the equal amount of AB Holding Units to CarVal. The excess of the purchase price over the current fair value of identifiable net liabilities acquired of $156.1 million (net of cash acquired of $40.8 million), and the recording of a net deferred tax asset of $5.1 million resulted in the recognition of $666.1 million of goodwill and the recording of $303.0 million of finite-lived intangible assets primarily relating to investment management contracts and investor relationships with useful lives ranging from 5 to 10 years. The goodwill recorded is not deductible for tax purposes as the CarVal acquisition was an investment in a partnership. 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): Summary of purchase consideration: Fair value of AB Holding units issued $ 589,169 Fair value of contingent consideration 228,885 Total purchase consideration $ 818,054 Purchase price allocation: Assets acquired: Cash and cash equivalents $ 40,777 Receivables, net 82,523 Investments - other 947 Furniture, equipment, and leasehold improvements, net 2,464 Right-of-use assets 16,482 Other assets 10,600 Deferred tax asset 5,073 Intangible assets 303,000 Goodwill 666,130 Total assets acquired 1,127,996 Liabilities assumed: Accounts payable and accrued expenses (17,793) Accrued compensation and benefits (219,726) Debt (42,661) Lease liabilities (16,571) Non-redeemable non-controlling interests in consolidated entities (13,191) Total liabilities assumed (309,942) Net assets acquired $ 818,054 The CarVal acquisition did not have a significant impact on our 2022 revenues and earnings. As a result, we have not provided supplemental pro forma financial information. 124 AllianceBernstein Table of Contents Part II Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Neither AB nor AB Holding had any changes in or disagreements with accountants in respect of accounting or financial disclosure.