What changed in this filing

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Item 1. Financial Statements

2024-10-24 compared with 2024-07-26 · 34 added, 33 removed, 232 unchanged (22% of the section changed)

3 unchanged sentences

(in thousands, except unit amounts)

September 30,

2024 December 31,

Investment in AB $ 2,098,703 $ 2,077,540

Other assets 147 —

Total assets $ 2,098,850 $ 2,077,540

17 unchanged sentences

(in thousands, except per unit amounts)

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

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

2024 2023 2024 2023

9 unchanged sentences

(in thousands)

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

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

2024 2023 2024 2023

Net income $ 127,195 $ 56,991 $ 317,940 $ 184,986

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustments, before reclassification and tax:

2 unchanged sentences

Foreign currency translation adjustment, before tax 7,521 ( 5,816 ) 6,824 ( 1,580 )

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

Income tax (expense) ( 48 ) ( 85 ) ( 29 ) ( 57 )

Foreign currency translation adjustments, net of tax 7,473 ( 5,901 ) 6,795 ( 1,637 )

3 unchanged sentences

Changes in employee benefit related items 114 259 328 518

Income tax (expense) ( 2 ) ( 1 ) ( 3 ) ( 2 )

Income tax benefit (expense) 1 ( 1 ) ( 2 ) ( 3 )

Employee benefit related items, net of tax 115 258 326 515

5 unchanged sentences

(in thousands)

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

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

2024 2023 2024 2023

25 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

17 unchanged sentences

Notes to Condensed Financial Statements

June 30, 2024

September 30, 2024

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

25 unchanged sentences

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

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”).

As of September 30, 2024, EQH owned approximately 4.0 % of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“AB Holding Units”).

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

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

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

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

EQH and its subsidiaries 60.0 %

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 61.1 % economic interest in AB as of June 30, 2024.

Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 61.6 % economic interest in AB as of September 30, 2024.

Basis of Presentation

17 unchanged sentences

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

On July 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.

On October 24, 2024, the General Partner declared a distribution of $ 0.77 per unit, representing a distribution of Available Cash Flow for the three months ended September 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 August 15, 2024 to holders of record at the close of business on August 5, 2024.

The distribution is payable on November 21, 2024 to holders of record at the close of business on November 4, 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 and six months ended June 30, 2024 and 2023 consisted of the following:

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

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

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

2024 2023 2024 2023

5 unchanged sentences

Open Market Purchases of AB Holding Units Purchased (1)

1.1 1.8 1.8 1.8

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

6 unchanged sentences

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

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

The plan adopted during the third quarter of 2024 expired at the close of business on October 23, 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 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.

During the first nine 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 June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

6 unchanged sentences

Diluted net income per unit $ 1.12 $ 0.50 $ 2.77 $ 1.63

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

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

Investment in AB

Changes in AB Holding’s investment in AB during the six-month period ended June 30, 2024 are as follows (in thousands):

Changes in AB Holding’s investment in AB during the nine-month period ended September 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 ( 3,205 )

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

Investment in AB as of September 30, 2024 $ 2,098,703

Units Outstanding

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

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

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

1 unchanged sentence

Units retired ( 1,860,320 )

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

Outstanding as of September 30, 2024 113,435,357

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 June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2024 2023 % Change 2024 2023 % Change

24 unchanged sentences

In these cases, we disclose that we are unable to predict the outcome or estimate a possible loss or range of loss.

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

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

Committees under the Plan.

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.

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.

It is reasonably possible that we could incur losses pertaining to these other matters, but we 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 other individual matter that is pending or threatened, or all of them combined, will not have a material adverse effect on our results of operations, financial condition or liquidity.

However, any inquiry, proceeding or litigation has an element of uncertainty;

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

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