What changed in this filing

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Item 1. Financial Statements

2024-07-26 compared with 2024-04-25 · 48 added, 42 removed, 217 unchanged (29% of the section changed)

5 unchanged sentences

Investment in AB $ 2,085,610 $ 2,077,540

Other assets 10 —

Total assets $ 2,085,610 $ 2,077,540

17 unchanged sentences

(in thousands, except per unit amounts)

Three Months Ended March 31,

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

2024 2023 2024 2023

Equity in net income attributable to AB Unitholders $ 122,705 $ 69,121 $ 208,986 $ 145,503

8 unchanged sentences

(in thousands)

Three Months Ended March 31,

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

2024 2023 2024 2023

Net income $ 113,523 $ 60,558 $ 190,745 $ 127,995

Other comprehensive (loss) income:

Foreign currency translation adjustments, before reclassification and tax:

( 538 ) 1,767 ( 4,736 ) 4,236

reclassification adjustment for (losses) in net income upon liquidation ( 4,039 ) — ( 4,039 ) —

Foreign currency translation adjustment, before tax 3,501 1,767 ( 697 ) 4,236

Income tax benefit 33 22

Income tax (expense) benefit ( 14 ) 6 19 28

Foreign currency translation adjustments, net of tax 3,487 1,773 ( 678 ) 4,264

5 unchanged sentences

Employee benefit related items, net of tax 205 112 211 257

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

Other comprehensive income (loss) 3,692 1,885 ( 467 ) 4,521

Comprehensive income $ 117,215 $ 62,443 $ 190,278 $ 132,516

3 unchanged sentences

(in thousands)

Three Months Ended March 31,

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

2024 2023 2024 2023

General Partner’s Capital

24 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

17 unchanged sentences

Notes to Condensed Financial Statements

March 31, 2024

June 30, 2024

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

8 unchanged sentences

The condensed financial statements and notes of AB Holding should be read in conjunction with the condensed consolidated financial statements and notes of AB included as an exhibit to this quarterly report on Form 10-Q and with AB Holding’s and AB’s audited financial statements included in AB Holding’s Form 10-K for the year ended December 31, 2023.

AB provides diversified investment management, research and related services globally to a broad range of clients.

AB provides diversified investment management and related services globally to a broad range of clients.

Its principal services include:

3 unchanged sentences

• Private Wealth 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 certain of the mutual funds it sponsors.

1 unchanged sentence

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 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:

1 unchanged sentence

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

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);

2 unchanged sentences

• 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”).

As of June 30, 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 March 31, 2024, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:

As of June 30, 2024, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:

EQH and its subsidiaries 59.7 %

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 61.0 % economic interest in AB as of March 31, 2024.

Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 61.1 % economic interest in AB as of June 30, 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.

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

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.

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

AB contributed the Bernstein Research Services cash equities business to the joint venture.

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

Cash Distributions

1 unchanged sentence

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.

On July 26, 2024, the General Partner declared a distribution of $ 0.71 per unit, representing a distribution of Available Cash Flow for the three months ended June 30, 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 May 23, 2024 to holders of record at the close of business on May 6, 2024.

The distribution is payable on August 15, 2024 to holders of record at the close of business on August 5, 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 of AB Holding Units for the three months ended March 31, 2024 and 2023 consisted of the following:

Three Months Ended March 31,

Repurchases of AB Holding Units for the three and six months ended June 30, 2024 and 2023 consisted of the following:

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

2024 2023 2024 2023

(in millions)

Total amount of AB Holding Units Purchased (1)

0.9 — 1.0 0.5

Total Cash Paid for AB Holding Units Purchased (1)

$ 29.0 $ — $ 33.3 $ 18.8

Open Market Purchases of AB Holding Units Purchased (1)

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

$ 21.5 $ — $ 21.5 $ —

(1) Purchased on a trade date basis.

4 unchanged sentences

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

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

The plan adopted during the second quarter of 2024 expired at the close of business on July 25, 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 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.

During the first six months of 2024 and 2023, AB awarded to employees and Eligible Directors 1.2 million and 0.4 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.

2 unchanged sentences

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

Three Months Ended

Three Months Ended June 30, Six Months Ended

2024 2023 2024 2023

(in thousands, except per unit amounts)

5 unchanged sentences

Diluted net income per unit $ 0.99 $ 0.53 $ 1.66 $ 1.13

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

There were no anti-dilutive options excluded from diluted net income in the three and six months ended June 30, 2024 or 2023.

Investment in AB

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

Changes in AB Holding’s investment in AB during the six-month period ended June 30, 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 ( 6,461 )

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

Investment in AB as of June 30, 2024 $ 2,085,610

Units Outstanding

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

Changes in AB Holding Units outstanding during the six-month period ended June 30, 2024 are as follows:

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

1 unchanged sentence

Units retired ( 667,121 )

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

Outstanding as of June 30, 2024 114,619,452

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

5 unchanged sentences

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

Three Months Ended

2024 2023 % Change

(in thousands)

Three Months Ended June 30, Six Months Ended

2024 2023 % Change 2024 2023 % Change

(in thousands) (in thousands)

Net income attributable to AB Unitholders $ 309,572 $ 175,737 76.2 % $ 527,499 $ 369,888 42.6 %

23 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 (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.

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.

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

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

Committees under the Plan.

On February 24, 2023, AB filed a motion to dismiss all claims and on March 25, 2024, the Court granted AB’s motion to dismiss the complaint in its entirety.

Plaintiff’s time to amend their complaint or appeal the Court’s decision has now expired and we consider this matter concluded.

AB may be involved in various 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, or a range of reasonably possible 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.

2 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