AB AllianceBernstein Holding LP

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FORM 10-Q

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware			13-3434400
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Yes

☒

No

☐

Yes

☒

No

☐

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Yes

☐

No

☒

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Units Rep. Assignments of Beneficial Ownership of LP Interests in AB Holding ("Units")

AB

New York Stock Exchange

						Page
			Part I
			FINANCIAL INFORMATION
Item 1.			Financial Statements (Unaudited)
			Condensed Statements of Financial Condition			1
			Condensed Statements of Income			2
			Condensed Statements of Comprehensive Income			3
			Condensed Statements of Changes in Partners' Capital			4
			Condensed Statements of Cash Flows			5
			Notes to Condensed Financial Statements			6
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			12
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			14
Item 4.			Controls and Procedures			14
			Part II
			OTHER INFORMATION
Item 1.			Legal Proceedings			16
Item 1A.			Risk Factors			16
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			16
Item 3.			Defaults Upon Senior Securities			17
Item 4.			Mine Safety Disclosures			17
Item 5.			Other Information			17
Item 6.			Exhibits			18
SIGNATURE						19

			March 31, 2023						December 31, 2022
ASSETS
Investment in AB			$	2,052,965					$	2,074,626
Other assets			6						—
Total assets			$	2,052,971					$	2,074,626
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Other liabilities			1,217						1,623
Total liabilities			1,217						1,623
Commitments and contingencies (See Note 8)
Partners’ capital:
General Partner: 100,000 general partnership units issued and outstanding			1,345						1,355
Limited partners: 113,376,219 and 113,701,097 limited partnership units issued and outstanding			2,135,834						2,160,207
AB Holding Units held by AB to fund long-term incentive compensation plans			(37,053)						(37,551)
Accumulated other comprehensive loss			(48,372)						(51,008)
Total partners’ capital			2,051,754						2,073,003
Total liabilities and partners’ capital			$	2,052,971					$	2,074,626

												Three Months Ended March 31,
																		2023						2022
Equity in net income attributable to AB Unitholders																		$	76,382					$	94,353
Income taxes																		8,945						8,425
Net income																		$	67,437					$	85,928
Net income per unit:
Basic																		$	0.59					$	0.87
Diluted																		$	0.59					$	0.87

									Three Months Ended March 31,
															2023						2022
Net income															$	67,437					$	85,928
Other comprehensive income (loss):
Foreign currency translation adjustments, before tax															2,469						(4,317)
Income tax benefit															22						30
Foreign currency translation adjustments, net of tax															2,491						(4,287)
Changes in employee benefit related items:
Amortization of prior service cost															3						2
Recognized actuarial gain															143						84
Changes in employee benefit related items															146						86
Income tax (expense)															(1)						(3)
Employee benefit related items, net of tax															145						83
Other comprehensive income (loss)															2,636						(4,204)
Comprehensive income															$	70,073					$	81,724

									Three Months Ended March 31,
															2023						2022
General Partner’s Capital
Balance, beginning of period															$	1,355					$	1,439
Net income															60						87
Cash distributions to Unitholders															(70)						(129)
Balance, end of period															1,345						1,397
Limited Partners’ Capital
Balance, beginning of period															2,160,207						1,696,199
Net income															67,377						85,841
Cash distributions to Unitholders															(79,240)						(127,543)
Retirement of AB Holding Units															(15,956)						(11,707)
Issuance of AB Holding Units to fund long-term incentive compensation plan awards															3,446						27,362
Balance, end of period															2,135,834						1,670,152
AB Holding Units held by AB to fund long-term incentive compensation plans
Balance, beginning of period															(37,551)						(43,309)
Change in AB Holding Units held by AB to fund long-term incentive compensation plans															498						(4,093)
Balance, end of period															(37,053)						(47,402)
Accumulated Other Comprehensive (Loss)
Balance, beginning of period															(51,008)						(32,705)
Foreign currency translation adjustment, net of tax															2,491						(4,287)
Changes in employee benefit related items, net of tax															145						83
Balance, end of period															(48,372)						(36,909)
Total Partners’ Capital															$	2,051,754					$	1,587,238

			Three Months Ended March 31,
			2023						2022
Cash flows from operating activities:
Net income			$	67,437					$	85,928
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in net income attributable to AB Unitholders			(76,382)						(94,353)
Cash distributions received from AB			87,343						136,714
Changes in assets and liabilities:
(Increase) in other assets			(6)						—
(Decrease) in other liabilities			(406)						(1,146)
Net cash provided by operating activities			77,986						127,143
Cash flows from financing activities:
Cash distributions to Unitholders			(79,310)						(127,672)
Capital contributions from AB			1,324						529
Net cash used in financing activities			(77,986)						(127,143)
Change in cash and cash equivalents			—						—
Cash and cash equivalents as of beginning of period			—						—
Cash and cash equivalents as of end of period			$	—					$	—

•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 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.

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

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

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

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

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

EQH and its subsidiaries			60.0		%
AB Holding			39.3
Unaffiliated holders			0.7
			100.0		%

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 April 26, 2023, the General Partner declared a distribution of $0.66 per unit, representing a distribution of Available Cash Flow for the three months ended March 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 May 25, 2023 to holders of record at the close of business on May 8, 2023.

												Three Months Ended March 31,
																		2023						2022
																		(in millions)
Total amount of AB Holding Units Purchased/Retained (1)																		0.5						0.3
Total Cash Paid for AB Holding Units Purchased/Retained (1)																		$	18.8					$	14.0
Open Market Purchases of AB Holding Units Purchased (1)																		—						—
Total Cash Paid for Open Market Purchases of AB Holding Units (1)																		$	—					$	—

												Three Months Ended March 31,
																		2023						2022
																		(in thousands, except per unit amounts)
Net income – basic																		$	67,437					$	85,928
Additional allocation of equity in net income attributable to AB resulting from assumed dilutive effect of compensatory options																		—						2
Net income – diluted																		$	67,437					$	85,930
Weighted average units outstanding – basic																		113,547						99,202
Dilutive effect of compensatory options																		—						3
Weighted average units outstanding – diluted																		113,547						99,205
Basic net income per unit																		$	0.59					$	0.87
Diluted net income per unit																		$	0.59					$	0.87

Investment in AB as of December 31, 2022			$	2,074,626
Equity in net income attributable to AB Unitholders			76,382
Changes in accumulated other comprehensive income			2,636
Cash distributions received from AB			(87,343)
Capital contributions (from) AB			(1,324)
AB Holding Units retired			(15,956)
AB Holding Units issued to fund long-term incentive compensation plans			3,446
Change in AB Holding Units held by AB for long-term incentive compensation plans			498
Investment in AB as of March 31, 2023			$	2,052,965

Outstanding as of December 31, 2022			113,801,097
Units issued			94,258
Units retired			(419,136)
Outstanding as of March 31, 2023			113,476,219

																		Three Months Ended March 31,
																								2023						2022						% Change
																								(in thousands)
Net income attributable to AB Unitholders																								$	194,151					$	260,727					(25.5)		%
Multiplied by: weighted average equity ownership interest																								39.3		%				36.2		%
Equity in net income attributable to AB Unitholders																								$	76,382					$	94,353					(19.0)
AB qualifying revenues																								$	700,215					$	744,717					(6.0)
Multiplied by: weighted average equity ownership interest for calculating tax																								35.7		%				31.4		%
Multiplied by: federal tax																								3.5		%				3.5		%
Federal income taxes																								8,749						8,186
State income taxes																								196						239
Total income taxes																								$	8,945					$	8,425					6.2
Effective tax rate																								11.7		%				8.9		%

																		Three Months Ended March 31,
																								2023						2022						% Change
																								(in thousands, except per unit amounts)
Net income attributable to AB Unitholders																								$	194,151					$	260,727					(25.5)		%
Weighted average equity ownership interest																								39.3		%				36.2		%
Equity in net income attributable to AB Unitholders																								76,382						94,353						(19.0)
Income taxes																								8,945						8,425						6.2
Net income of AB Holding																								$	67,437					$	85,928					(21.5)
Diluted net income per AB Holding Unit																								$	0.59					$	0.87					(32.2)
Distribution per AB Holding Unit(1)																								$	0.66					$	0.90					(26.7)

(1)Distributions reflect the impact of AB’s non-GAAP adjustments.

AB Holding’s partnership gross income is derived from its interest in AB. AB Holding’s income taxes, which reflect a 3.5% federal tax on its partnership gross income from the active conduct of a trade or business, are 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 effective tax rate was 11.7% during the three months ended March 31, 2023, compared to 8.9% during the three months ended March 31, 2022. See Note 7 to the condensed financial statements in Item 1 for the calculation of income tax expense.

As supplemental information, AB provides the performance measures “adjusted net revenues,” “adjusted operating income” and “adjusted operating margin,” which are the principal metrics management uses in evaluating and comparing the period-to-period operating performance of AB. Management principally uses these metrics in evaluating performance because they present a clearer picture of AB's operating performance and allow management to see long-term trends without the distortion primarily caused by long-term incentive compensation-related mark-to-market adjustments, real estate charges and other adjustment items. Similarly, management believes that these management operating metrics help investors better understand the underlying trends in AB's results and, accordingly, provide a valuable perspective for investors. Such measures are not based on generally accepted accounting principles (“non-GAAP measures”). These non-GAAP measures are provided in addition to, and not as substitutes for, net revenues, operating income and operating margin, and they may not be comparable to non-GAAP measures presented by other companies. Management uses both GAAP and non-GAAP measures in evaluating the company’s financial performance. The non-GAAP measures alone may pose limitations because they do not include all of AB’s revenues and expenses. Further, adjusted diluted net income per AB Holding Unit is not a liquidity measure and should not be used in place of cash flow measures. See AB’s MD&A contained in Exhibit 99.1.

												Three Months Ended March 31,
																		2023						2022
															(in thousands, except per Unit amounts)
AB non-GAAP adjustments, before taxes																		$	19,318					$	11,601
AB income tax (expense) on non-GAAP adjustments																		(506)						(1,874)
AB non-GAAP adjustments, after taxes																		18,812						9,727
AB Holding’s weighted average equity ownership interest in AB																		39.3		%				36.2		%
Impact on AB Holding’s net income of AB non-GAAP adjustments																		$	7,401					$	3,520
Net income – diluted, GAAP basis																		$	67,437					$	85,930
Impact on AB Holding’s net income of AB non-GAAP adjustments																		7,401						3,520
Adjusted net income – diluted																		$	74,838					$	89,450
Diluted net income per AB Holding Unit, GAAP basis																		$	0.59					$	0.87
Impact of AB non-GAAP adjustments																		0.07						0.03
Adjusted diluted net income per AB Holding Unit																		$	0.66					$	0.90

AB Holding is required to distribute all of its Available Cash Flow, as defined in the AB Holding Partnership Agreement, to its Unitholders (including the General Partner). Available Cash Flow typically is the adjusted diluted net income per unit for the quarter multiplied by the number of units outstanding at the end of the quarter. Management anticipates that Available Cash Flow will continue to be based on adjusted diluted net income per unit, unless management determines, with concurrence of the Board of Directors, that one or more adjustments made to adjusted net income should not be made with respect to the Available Cash Flow calculation. See Note 2 to the condensed financial statements in Item 1 for a description of Available Cash Flow.

Certain statements provided by management in this report and in the portion of AB’s Form 10-Q attached hereto as Exhibit 99.1 are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from

future results expressed or implied by such forward-looking statements. The most significant of these factors include, but are not limited to, the following: the performance of financial markets, the investment performance of sponsored investment products and separately managed accounts, general economic conditions, industry trends, future acquisitions, integration of acquired companies, competitive conditions and government regulations, including changes in tax regulations and rates and the manner in which the earnings of publicly-traded partnerships are taxed. We caution readers to carefully consider such factors. Further, these forward-looking statements speak only as of the date on which such statements are made; we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. For further information regarding these forward-looking statements and the factors that could cause actual results to differ, see “Risk Factors” in Part I, Item 1A of our Form 10-K for the year ended December 31, 2022 and Part II, Item 1A in this Form 10-Q. Any or all of the forward-looking statements that we make in our Form 10-K, this Form 10-Q, other documents we file with or furnish to the SEC, and any other public statements we issue, may turn out to be wrong. It is important to remember that other factors besides those listed in “Risk Factors” and those listed below could also adversely impact our revenues, financial condition, results of operations and business prospects.

The forward-looking statements referred to in the preceding paragraph, most of which directly affect AB but also affect AB Holding because AB Holding’s principal source of income and cash flow is attributable to its investment in AB, include statements regarding:

•Our belief that the cash flow AB Holding realizes from its investment in AB will provide AB Holding with the resources it needs to meet its financial obligations: AB Holding’s cash flow is dependent on the quarterly cash distributions it receives from AB. Accordingly, AB Holding’s ability to meet its financial obligations is dependent on AB’s cash flow from its operations, which is subject to the performance of the capital markets and other factors beyond our control.

•Our financial condition and ability to access the public and private capital markets providing adequate liquidity for our general business needs: Our financial condition is dependent on our cash flow from operations, which is subject to the performance of the capital markets, our ability to maintain and grow client assets under management and other factors beyond our control. Our ability to access public and private capital markets on reasonable terms may be limited by adverse market conditions, our firm’s credit ratings, our profitability and changes in government regulations, including tax rates and interest rates.

•The outcome of litigation: Litigation is inherently unpredictable, and excessive damage awards do occur. Though we have stated that we do not expect any pending legal proceedings to have a material adverse effect on our results of operations, financial condition or liquidity, any settlement or judgment with respect to a legal proceeding could be significant and could have such an effect.

•The possibility that we will engage in open market purchases of AB Holding Units to help fund anticipated obligations under our incentive compensation award program: The number of AB Holding Units AB may decide to buy in future periods, if any, to help fund incentive compensation awards depends on various factors, some of which are beyond our control, including the fluctuation in the price of an AB Holding Unit (NYSE: AB) and the availability of cash to make these purchases.

•Our determination that adjusted employee compensation expense, excluding the impact of performance-based fees, generally should not exceed 50% of our adjusted net revenues on an annual basis: Aggregate employee compensation reflects employee performance and competitive compensation levels.  Fluctuations in our revenues and/or changes in competitive compensation levels could result in adjusted employee compensation expense exceeding 50% of our adjusted net revenues.

There have been no material changes in AB Holding’s market risk from the information provided under “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of AB Holding's Form 10-K for the year ended December 31, 2022.

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 ("Exchange Act"). We did not, however, adopt a plan during the first 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 the firm's incentive compensation award program and for other corporate purposes. See Note 3 to the condensed financial statements contained in Part 1, Item 1.

ISSUER PURCHASES OF EQUITY SECURITIES

Period						Total Number of AB Holding Units Purchased						Average Price Paid Per AB Holding Unit, net of Commissions						Total Number of AB Holding Units Purchased as Part of Publicly Announced Plans or Programs						Maximum Number (or Approximate Dollar Value) of AB Holding Units that May Yet Be Purchased Under the Plans or Programs
1/1/23 - 1/31/23(1)						305,803						$	34.38					—						—
2/1/23 - 2/28/23(1)						197,497						38.77						—						—
3/1/23 - 3/31/23(1)						17,670						35.31						—						—
Total						520,970						$	36.08					—						—

(1)During the first quarter of 2023, AB retained from employees 520,970 AB Holding Units to allow them to fulfill statutory withholding tax requirements at the time of distribution of long-term incentive compensation awards.

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period						Total Number of AB Units Purchased						Average Price Paid Per AB Unit, net of Commissions						Total Number of AB Units Purchased as Part of Publicly Announced Plans or Programs						Maximum Number (or Approximate Dollar Value) of AB Units that May Yet Be Purchased Under the Plans or Programs
1/1/23 - 1/31/23						—						—						—						—
2/1/23 - 2/28/23						—						—						—						—
3/1/23 - 3/31/23(1)						600						$	38.62					—						—
Total						600						$	38.62					—						—

(1)During March 2023, AB purchased 600 AB Units in private transactions and retired them.

Item 6.    Exhibits

31.1			Certification of Mr. Bernstein furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Ms. Burke furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Mr. Bernstein furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Certification of Ms. Burke furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1			Part I, Items 1 through 4 of the AllianceBernstein L.P. Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			XBRL Taxonomy Extension Schema.
101.CAL			XBRL Taxonomy Extension Calculation Linkbase.
101.LAB			XBRL Taxonomy Extension Label Linkbase.
101.PRE			XBRL Taxonomy Extension Presentation Linkbase.
101.DEF			XBRL Taxonomy Extension Definition Linkbase.
104			The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL (included in Exhibit 101).

Date: April 26, 2023			ALLIANCEBERNSTEIN HOLDING L.P.
			By:			/s/ Kate Burke
						Kate Burke
						Chief Operating Officer & Chief Financial Officer
			By:			/s/ Bill Siemers
						Bill Siemers
						Controller & Chief Accounting Officer