What changed in this filing

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Item 1. Financial Statements

2024-04-25 compared with 2023-10-26 · 51 added, 83 removed, 208 unchanged (39% of the section changed)

3 unchanged sentences

(in thousands, except unit amounts)

September 30,

2024 December 31,

Investment in AB $ 2,068,751 $ 2,077,540

Other assets 10 —

Total assets $ 2,068,761 $ 2,077,540

17 unchanged sentences

(in thousands, except per unit amounts)

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

2023 2022 2023 2022

Three Months Ended March 31,

Equity in net income attributable to AB Unitholders $ 86,281 $ 76,382

8 unchanged sentences

(in thousands)

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

2023 2022 2023 2022

Three Months Ended March 31,

Net income $ 77,222 $ 67,437

Other comprehensive income (loss):

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

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

Other comprehensive (loss) income:

Foreign currency translation adjustment, before tax ( 4,198 ) 2,469

Income tax benefit 33 22

Foreign currency translation adjustments, net of tax ( 4,165 ) 2,491

1 unchanged sentence

Amortization of prior service cost 1 3

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

Recognized actuarial gain 6 143

Changes in employee benefit related items 7 146

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

Income tax (expense) ( 1 ) ( 1 )

Employee benefit related items, net of tax 6 145

Other comprehensive income (loss) ( 5,643 ) ( 11,495 ) ( 1,122 ) ( 27,094 )

Other comprehensive (loss) income ( 4,159 ) 2,636

Comprehensive income $ 73,063 $ 70,073

3 unchanged sentences

(in thousands)

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

2023 2022 2023 2022

Three Months Ended March 31,

General Partner’s Capital

9 unchanged sentences

Issuance of AB Holding Units to fund long-term incentive compensation plan awards 16,014 3,446

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

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

Balance, end of period 2,151,296 2,135,834

13 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

4 unchanged sentences

Changes in assets and liabilities:

(Increase) in other assets ( 10 ) ( 6 )

(Decrease) in other liabilities ( 906 ) ( 406 )

Net cash provided by operating activities 87,675 77,986

Cash flows from investing activities:

Acquisition of business, net cash acquired — 40,777

Contribution of CarVal to AB — ( 40,777 )

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

Net cash used in investing activities — ( 178 )

Cash flows from financing activities:

1 unchanged sentence

Capital contributions from AB 891 1,324

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

Net cash used in financing activities ( 87,675 ) ( 77,986 )

2 unchanged sentences

Cash and cash equivalents as of end of period $ — $ —

Non-cash investing activities:

Fair value of assets acquired (less cash acquired of $ 40.8 million in 2022)

$ — $ 1,052,062

Fair value of liabilities assumed — 300,381

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

Fair value of assets contributed to AB (less cash acquired of $ 40.8 million in 2022)

— ( 1,052,062 )

Fair value of liabilities contributed to AB — ( 300,381 )

Fair value of redeemable non-controlling interest contributed to AB — ( 13,191 )

Non-cash financing activities:

Payables recorded under contingent payment arrangements — 227,071

Equity consideration issued/to be issued in connection with acquisition — 552,196

Payables contributed to AB under contingent payment arrangements — ( 227,071 )

Equity consideration received/to be received from AB in connection with acquisition — ( 552,196 )

See Accompanying Notes to Condensed Financial Statements.

1 unchanged sentence

Notes to Condensed Financial Statements

September 30, 2023

March 31, 2024

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

20 unchanged sentences

AB provides a broad range of investment services with expertise in:

• Actively-managed equity strategies, with global and regional portfolios across capitalization ranges, concentration ranges and investment strategies, including value, growth and core equities;

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

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

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

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

As of September 30, 2023, EQH owned approximately 3.6 % of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“AB Holding Units”).

1 On April 1, 2024 AB and Societe Generale, a leading European bank, completed their previously announced transaction to form a jointly owned equity research provider and cash equity trading partner for institutional investors.

For further discussion, see Note 17 Divestiture to AB's condensed consolidated financial statements attached hereto as Exhibit 99.1.

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

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

As of March 31, 2024, EQH owned approximately 3.5 % of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“AB Holding Units”).

AllianceBernstein Corporation (an indirect wholly-owned subsidiary of EQH, “General Partner”) is the general partner of both AB Holding and AB.

AllianceBernstein Corporation owns 100,000 general partnership units in AB Holding and a 1.0 % general partnership interest in AB.

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

As of March 31, 2024, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:

EQH and its subsidiaries 59.6 %

1 unchanged sentence

Unaffiliated holders 0.7

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

Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 61.0 % economic interest in AB as of March 31, 2024.

Basis of Presentation

10 unchanged sentences

Subsequent Events

We have evaluated subsequent events through the date that these financial statements were filed with the SEC and did not identify any subsequent events that would require disclosure in these financial statements.

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

See Note 17 Divestiture to AB's condensed consolidated financial statements attached hereto as Exhibit 99.1.

Cash Distributions

AB Holding is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Agreement of Limited Partnership of AB Holding (“AB Holding Partnership Agreement”), to its Unitholders pro rata in accordance with their percentage interests in AB Holding.

Available Cash Flow is defined as the cash distributions AB Holding receives from AB minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB Holding

for use in its business (such as the payment of taxes) or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow.

On October 26, 2023, the General Partner declared a distribution of $ 0.65 per unit, representing a distribution of Available Cash Flow for the three months ended September 30, 2023.

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

On April 25, 2024, the General Partner declared a distribution of $ 0.73 per unit, representing a distribution of Available Cash Flow for the three months ended March 31, 2024.

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

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

The distribution is payable on May 23, 2024 to holders of record at the close of business on May 6, 2024.

Long-term Incentive Compensation Plans

3 unchanged sentences

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

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

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

2023 2022 2023 2022

Repurchases of AB Holding Units for the three months ended March 31, 2024 and 2023 consisted of the following:

Three Months Ended March 31,

(in millions)

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

1.8 — 2.3 2.6

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

$ 56.9 $ 1.0 $ 75.7 $ 107.7

Total amount of AB Holding Units Purchased (1)

Total Cash Paid for AB Holding Units Purchased (1)

Open Market Purchases of AB Holding Units Purchased (1)

1.8 — 1.8 2.3

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

$ 56.9 $ — $ 56.9 $ 92.7

(1) Purchased on a trade date basis.

4 unchanged sentences

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

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

We did not adopt a plan during the first quarter of 2024.

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

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

During the first three months of 2024 and 2023, AB awarded to employees and Eligible Directors 0.9 million and 0.3 million restricted AB Holding Unit awards, respectively.

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

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

AB Holding used the proceeds of zero and $ 0.1 million, respectively, received from award recipients as payment in cash for the exercise price to purchase the equivalent number of newly-issued AB Units.

Net Income per Unit

1 unchanged sentence

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

Three Months Ended September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Three Months Ended

(in thousands, except per unit amounts)

Net income – basic $ 77,222 $ 67,437

Additional allocation of equity in net income attributable to AB resulting from assumed dilutive effect of compensatory options

Net income – diluted $ 77,222 $ 67,437

Weighted average units outstanding – basic 114,704 113,547

Dilutive effect of compensatory options — — — 2

Weighted average units outstanding – diluted 114,704 113,547

1 unchanged sentence

Diluted net income per unit $ 0.67 $ 0.59

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

There were no anti-dilutive options excluded from diluted net income in the three months ended March 31, 2024 or 2023.

Investment in AB

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

Changes in AB Holding’s investment in AB during the three-month period ended March 31, 2024 are as follows (in thousands):

Investment in AB as of December 31, 2023 $ 2,077,540

6 unchanged sentences

Change in AB Holding Units held by AB for long-term incentive compensation plans ( 7,853 )

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

Investment in AB as of March 31, 2024 $ 2,068,751

Units Outstanding

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

Changes in AB Holding Units outstanding during the three-month period ended March 31, 2024 are as follows:

Outstanding as of December 31, 2023 114,436,091

1 unchanged sentence

Units retired ( 15,585 )

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

Outstanding as of March 31, 2024 115,163,604

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

1 unchanged sentence

AB Holding’s partnership gross income is derived from its interest in AB.

AB Holding’s federal income tax is computed by multiplying certain AB qualifying revenues (primarily U.S.

investment advisory fees, research payments and brokerage commissions) by AB Holding’s ownership interest in AB, multiplied by the 3.5 % tax rate.

AB Holding’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.

Three Months Ended September 30, Nine Months Ended

September 30,

2023 2022 % Change 2023 2022 % Change

Three Months Ended

2024 2023 % Change

(in thousands)

24 unchanged sentences

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

District Court for the Southern District of New York against AB, current and former members of the Compensation 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.

District Court for the Southern District of New York (the "Court") 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.

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.

On March 25, 2024, the Court granted AB's motion to dismiss the Complaint in its entirety.

Plaintiffs were given 30 days to file a motion for leave to amend their Complaint or appeal the Court's decision.

To date, we have not received notice of any subsequent Court filings made by the Plaintiffs.

While the ultimate outcome of this matter is currently not determinable, 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.

4 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements