10-Q 1 ab-20220930.htm 10-Q ALLIANCEBERNSTEIN HOLDING L.P. ab-20220930
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                         to
Commission File No.  001-09818
ALLIANCEBERNSTEIN HOLDING L.P.
(Exact name of registrant as specified in its charter)
Delaware13-3434400
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
501 Commerce Street, Nashville, TN 37203
(Address of principal executive offices)
(Zip Code)
(615) 622-0000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YesNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YesNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes No






Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Units Rep. Assignments of Beneficial Ownership of LP Interests in AB Holding ("Units")ABNew York Stock Exchange
The number of units representing assignments of beneficial ownership of limited partnership interests outstanding as of September 30, 2022 was 100,401,044.*
*includes 100,000 units of general partnership interest having economic interests equivalent to the economic interests of the units representing assignments of beneficial ownership of limited partnership interests.



ALLIANCEBERNSTEIN HOLDING L.P.

Index to Form 10-Q
  Page
  
 Part I
  
 FINANCIAL INFORMATION
  
Item 1.
  
 
  
 
  
 
  
 
  
 
  
Item 2.
  
Item 3.
  
Item 4.
  
 Part II
  
 OTHER INFORMATION
  
Item 1.
  
Item 1A.
  
Item 2.
  
Item 3.
  
Item 4.
  
Item 5.
  
Item 6.
  



Part I

FINANCIAL INFORMATION

Item 1.    Financial Statements

ALLIANCEBERNSTEIN HOLDING L.P.
Condensed Statements of Financial Condition
(in thousands, except unit amounts)
(unaudited)
September 30,
2022
December 31,
2021
ASSETS
Investment in AB$1,570,356 $1,623,764 
Due from AB419,357  
Total assets$1,989,713 $1,623,764 
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Acquisition-related liabilities$419,357 $ 
Other liabilities609 2,140 
Total liabilities419,966 2,140 
Commitments and contingencies (See Note 8)
Partners’ capital:
General Partner: 100,000 general partnership units issued and outstanding
1,361 1,439 
Limited partners: 100,301,044 and 99,171,727 limited partnership units issued and outstanding
1,668,349 1,696,199 
AB Holding Units held by AB to fund long-term incentive compensation plans(40,164)(43,309)
Accumulated other comprehensive loss(59,799)(32,705)
Total partners’ capital1,569,747 1,621,624 
Total liabilities and partners’ capital$1,989,713 $1,623,764 

See Accompanying Notes to Condensed Financial Statements.

1

ALLIANCEBERNSTEIN HOLDING L.P.
Condensed Statements of Income
(in thousands, except per unit amounts)
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Equity in net income attributable to AB Unitholders$63,905 $95,921 $233,616 $282,235 
Income taxes7,589 7,245 23,231 21,555 
Net income$56,316 $88,676 $210,385 $260,680 
Net income per unit:
Basic$0.56 $0.89 $2.11 $2.61 
Diluted$0.56 $0.89 $2.11 $2.61 

See Accompanying Notes to Condensed Financial Statements.

2

ALLIANCEBERNSTEIN HOLDING L.P.
Condensed Statements of Comprehensive Income
(in thousands)
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Net income$56,316 $88,676 $210,385 $260,680 
Other comprehensive (loss):
Foreign currency translation adjustments, before tax(11,574)(3,379)(27,875)(5,302)
Income tax benefit 284 99 544 90 
Foreign currency translation adjustments, net of tax(11,290)(3,280)(27,331)(5,212)
Changes in employee benefit related items:  
Amortization of prior service cost(4)4 4 6 
Recognized actuarial (loss) gain(204)264 237 202 
Changes in employee benefit related items(208)268 241 208 
Income tax benefit (expense)3 (2)(4)(1)
Employee (expense) benefit related items, net of tax(205)266 237 207 
Other comprehensive (loss)(11,495)(3,014)(27,094)(5,005)
Comprehensive income$44,821 $85,662 $183,291 $255,675 

See Accompanying Notes to Condensed Financial Statements.
3

ALLIANCEBERNSTEIN HOLDING L.P.
Condensed Statements of Changes in Partners’ Capital
(in thousands)
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
General Partner’s Capital
Balance, beginning of period$1,376 $1,403 $1,439 $1,410 
Net income56 89 212 260 
Cash distributions to Unitholders(71)(90)(290)(268)
Balance, end of period1,361 1,402 1,361 1,402 
Limited Partners’ Capital   
Balance, beginning of period1,552,011 1,689,671 1,696,199 1,656,816 
Net income56,260 88,587 210,173 260,420 
Cash distributions to Unitholders(71,269)(90,478)(288,698)(269,608)
Retirement of AB Holding Units(2,487)(54,235)(114,794)(124,923)
Issuance of AB Holding Units to fund long-term incentive compensation plan awards995 1,074 32,452 108,512 
Issuance of AB Holding Units to fund CarVal acquisition132,839  132,839  
Exercise of compensatory options to buy AB Holding Units  178 3,402 
Balance, end of period1,668,349 1,634,619 1,668,349 1,634,619 
AB Holding Units held by AB to fund long-term incentive compensation plans  
Balance, beginning of period(43,546)(50,989)(43,309)(20,171)
Change in AB Holding Units held by AB to fund long-term incentive compensation plans3,382 3,530 3,145 (27,288)
Balance, end of period(40,164)(47,459)(40,164)(47,459)
Accumulated Other Comprehensive (Loss)    
Balance, beginning of period(48,304)(35,889)(32,705)(33,898)
Foreign currency translation adjustment, net of tax(11,290)(3,280)(27,331)(5,212)
Changes in employee benefit related items, net of tax(205)266 237 207 
Balance, end of period(59,799)(38,903)(59,799)(38,903)
Total Partners’ Capital$1,569,747 $1,549,659 $1,569,747 $1,549,659 

See Accompanying Notes to Condensed Financial Statements.

4

ALLIANCEBERNSTEIN HOLDING L.P.
Condensed Statements of Cash Flows
(in thousands)
(unaudited)
Nine Months Ended September 30,
20222021
Cash flows from operating activities:
Net income$210,385 $260,680 
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in net income attributable to AB Unitholders(233,616)(282,235)
Cash distributions received from AB313,438 290,773 
Changes in assets and liabilities:
Decrease in other assets 92 
(Decrease) in other liabilities(1,531)(1,348)
Net cash provided by operating activities288,676 267,962 
Cash flows from investing activities:
Acquisition of business, net cash acquired40,777  
Contribution of CarVal to AB(40,777) 
Investments in AB with proceeds from exercise of compensatory options to buy AB Holding Units(178)(3,402)
Net cash used in investing activities(178)(3,402)
Cash flows from financing activities:
Cash distributions to Unitholders(288,988)(269,876)
Capital contributions from AB312 1,914 
Proceeds from exercise of compensatory options to buy AB Holding Units178 3,402 
Net cash used in financing activities(288,498)(264,560)
Change in cash and cash equivalents  
Cash and cash equivalents as of beginning of period  
Cash and cash equivalents as of end of period$ $ 
Non-cash investing activities:
Fair value of assets acquired (less cash acquired of $40.8 million)
$1,052,062 $ 
Fair value of liabilities assumed300,381  
Fair value of redeemable non-controlling interest assumed13,191  
Fair value of assets contributed to AB (less cash acquired of $40.8 million)
(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 arrangements227,071  
Equity consideration issued/to be issued in connection with acquisition552,196  
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.

5

ALLIANCEBERNSTEIN HOLDING L.P.
Notes to Condensed Financial Statements
September 30, 2022
(unaudited)

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. These statements should be read in conjunction with the audited consolidated financial statements included in the Form 10-K for the year ended December 31, 2021.

1.    Business Description, Organization and Basis of Presentation

Business Description

AB Holding’s principal source of income and cash flow is attributable to its investment in AB limited partnership interests. 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, 2021.

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 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 business. 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, 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;

Alternative investments, including hedge funds, fund of funds, direct lending and private equity;

Multi-asset solutions and services, including dynamic asset allocation, customized target-date funds and target-risk funds; and
6


Some passive management, including index and enhanced index strategies.

Organization

As of September 30, 2022, 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 September 30, 2022, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:
EQH and its subsidiaries62.8 %
AB Holding36.5 
Unaffiliated holders0.7 
100.0 %

Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate 64.3% economic interest in AB as of September 30, 2022.

Basis of Presentation

The interim condensed financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the interim results, have been made. The preparation of the condensed 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 condensed financial statements and the reported amounts of revenues and expenses during the interim reporting periods. Actual results could differ from those estimates. The condensed statement of financial condition as of December 31, 2021 was derived from audited financial statements. Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under principles generally accepted in the United States of America ("GAAP") and the rules of the SEC.

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.

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.

2.    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 28, 2022, the General Partner declared a distribution of $0.64 per unit, representing a distribution of Available Cash Flow for the three months ended September 30, 2022. 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 23, 2022 to holders of record at the close of business on November 7, 2022.
7

3.    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”).

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 three and nine months ended September 30, 2022 and 2021 consisted of the following:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(in millions)
Total amount of AB Holding Units Purchased/Retained (1)
 1.0 2.6 2.9 
Total Cash Paid for AB Holding Units Purchased/Retained (1)
$1.0 $50.0 $107.7 $125.7 
Open Market Purchases of AB Holding Units Purchased (1)
 0.9 2.3 2.3 
Total Cash Paid for Open Market Purchases of AB Holding Units (1)
$ $44.9 $92.7 $103.7 
(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 under the terms and limitations specified in the plan to repurchase AB Holding Units on AB’s behalf. 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 third quarter of 2022. 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 the first nine months of 2022 and 2021, AB awarded to employees and Eligible Directors 0.8 million and 3.6 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 2022 and 2021, AB Holding issued 5,774 and 143,211 AB Holding Units, respectively. AB Holding used the proceeds of $0.1 million and $3.4 million, respectively, received from award recipients as payment in cash for the exercise price to purchase the equivalent number of newly-issued AB Units.        
4.    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 period. 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.

8

 Three Months Ended September 30,Nine Months Ended
September 30,
 2022202120222021
 (in thousands, except per unit amounts)
Net income – basic$56,316 $88,676 $210,385 $260,680 
Additional allocation of equity in net income attributable to AB resulting from assumed dilutive effect of compensatory options
 2 2 26 
Net income – diluted$56,316 $88,678 $210,387 $260,706 
Weighted average units outstanding – basic100,466 99,410 99,494 99,903 
Dilutive effect of compensatory options 3 2 14 
Weighted average units outstanding – diluted100,466 99,413 99,496 99,917 
Basic net income per unit$0.56 $0.89 $2.11 $2.61 
Diluted net income per unit$0.56 $0.89 $2.11 $2.61 

There were no anti-dilutive options excluded from diluted net income in the three and nine months ended September 30, 2022 or 2021.

5. Investment in AB

Changes in AB Holding’s investment in AB during the nine-month period ended September 30, 2022 are as follows (in thousands):

Investment in AB as of December 31, 2021$1,623,764 
Equity in net income attributable to AB Unitholders233,616 
Changes in accumulated other comprehensive (loss)(27,094)
Cash distributions received from AB(313,438)
Additional investments with proceeds from exercise of compensatory options to buy AB Holding Units178 
Capital contributions (from) AB(312)
AB Holding Units retired(114,794)
AB Holding Units issued to fund long-term incentive compensation plans32,452 
AB Holding Units issued to fund CarVal acquisition132,839 
Change in AB Holding Units held by AB for long-term incentive compensation plans3,145 
Investment in AB as of September 30, 2022$1,570,356 

6. Units Outstanding

Changes in AB Holding Units outstanding during the nine-month period ended September 30, 2022 are as follows:

Outstanding as of December 31, 202199,271,727 
Options exercised5,774 
Units issued3,926,169 
Units retired(2,802,626)
Outstanding as of September 30, 2022100,401,044 

9

7.    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 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 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,
20222021% Change20222021% Change
(in thousands)
Net income attributable to AB Unitholders$175,180 $264,695 (33.8)%$644,676 $776,396 (17.0)%
Multiplied by: weighted average equity ownership interest36.5 %36.2 %36.2 %36.4 %
Equity in net income attributable to AB Unitholders$63,905 $95,921 (33.4)$233,616 $282,235 (17.2)
AB qualifying revenues$678,682 $669,232 1.4 $2,089,206 $1,956,095 6.8 
Multiplied by: weighted average equity ownership interest for calculating tax
31.3 %30.2 %31.1 %30.6 %
Multiplied by: federal tax3.5 %3.5 %3.5 %3.5 %
Federal income taxes7,442 7,073 22,748 20,977 
State income taxes147 172 483 578 
Total income taxes$7,589 $7,245 4.7 $23,231 $21,555 7.8 
Effective tax rate11.9 %7.6 %9.9 %7.6 %

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) engage in 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.

8.    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. If the likelihood of a negative outcome is reasonably possible and we can determine an estimate of the possible loss or range of loss in excess of amounts already accrued, if any, we disclose that fact together with the estimate of the possible loss or range of loss. 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 also 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.

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 matters, but management cannot currently estimate any such losses.

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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.

9.    Acquisition

On July 1, 2022, AB Holding acquired a 100% ownership interest in CarVal Investors L.P. (“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. Immediately following the acquisition of CarVal by AB Holding, AB Holding contributed 100% of its equity interests in CarVal to AB in exchange for AB Units and a receivable for future consideration to be paid. 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) and recorded a $419.4 million receivable for the issuance of additional AB Holding Units in exchange for AB Units on November 1, 2022 and associated liability to CarVal for $419.4 million. AB Holding immediately contributed 100% of its equity interests in CarVal to AB.

AB received 100% equity interest in CarVal from AB Holding and issued approximately 3.2 million AB Units (with a fair value of $132.8 million) and recorded a $419.4 million liability payable to AB Holding for the issuance of additional AB Units on November 1, 2022. AB also recorded a contingent consideration payable of $227.1 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, or will be issued, to AB Holding; AB Holding then issued, or will issue, 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 cash acquired of $40.8 million, resulted in the recognition of $632.4 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 $4.8 million, resulting in the recognition of $627.6 million of goodwill. The goodwill recorded is not deductible for tax purposes as the CarVal acquisition was an investment in a partnership.




























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The following table summarizes the amounts of identified assets acquired and liabilities assumed at the acquisition date, as well as the consideration transferred to acquire CarVal (in thousands):

Summary of purchase consideration:
Fair value of AB Holding units issued$552,196 
Fair value of contingent consideration227,071 
Total purchase consideration 779,267 
Purchase price allocation:
Assets acquired:
Cash and cash equivalents $40,777 
Receivables, net82,523 
Investments - other947 
Furniture, equipment, and leasehold improvements, net2,464 
Right-of-use assets16,482 
Other assets14,230 
Intangible assets303,000 
Goodwill632,416 
Total assets acquired1,092,839 
Liabilities assumed:
Accounts payable and accrued expenses(33,134)
Accrued compensation and benefits(208,015)
Debt(42,661)
Lease liabilities(16,571)
Non-redeemable non-controlling interests in consolidated entities(13,191)
Total liabilities assumed(313,572)
Net assets acquired $779,267 

The CarVal acquisition has not had a significant impact on our 2022 revenues and earnings. As a result, we have not provided supplemental pro forma financial information.
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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

AB Holding’s principal source of income and cash flow is attributable to its investment in AB Units. AB Holding’s interim condensed financial statements and notes and management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with those of AB included as an exhibit to this Form 10-Q. They also should be read in conjunction with AB’s audited financial statements and notes and MD&A included in AB Holding’s Form 10-K for the year ended December 31, 2021.

Results of Operations
Three Months Ended September 30,Nine Months Ended September 30,
20222021% Change20222021% Change
(in thousands, except per unit amounts)
Net income attributable to AB Unitholders$175,180 $264,695 (33.8)%$644,676 $776,396 (17.0)%
Weighted average equity ownership interest36.5 %36.2 %36.2 %36.4 %
Equity in net income attributable to AB Unitholders63,905 95,921 (33.4)233,616 282,235 (17.2)
Income taxes7,589 7,245 4.7 23,231 21,555 7.8 
Net income of AB Holding$56,316 $88,676 (36.5)$210,385 $260,680 (19.3)
Diluted net income per AB Holding Unit$0.56 $0.89 (37.1)$2.11 $2.61 (19.2)
Distribution per AB Holding Unit(1)
$0.64 $0.89 (28.1)$2.25 $2.61 (13.8)
________________________
(1)Distributions reflect the impact of AB’s non-GAAP adjustments.

AB Holding's net income for the three and nine months ended September 30, 2022 decreased $32.4 million and $50.3 million, respectively, as compared to the corresponding periods in 2021 primarily due to lower net income attributable to AB Unitholders.

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 11.9% during the three months ended September 30, 2022, compared to 7.6% during the three months ended September 30, 2021. AB Holding's effective tax rate during the nine months ended September 30, 2022 was 9.9% compared to 7.6% during the nine months ended September 30, 2021. See Note 7 to the condensed financial statements in Item 1 for the calculation of income tax expense.

Management Operating Metrics

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.

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The impact of these adjustments on AB Holding’s net income and diluted net income per AB Holding Unit is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(in thousands, except per Unit amounts)
AB non-GAAP adjustments, before taxes$23,961 $(8)$41,913 $(1,702)
AB income tax (expense) benefit on non-GAAP adjustments(1,057)(56)(4,865)239 
AB non-GAAP adjustments, after taxes22,904 (64)37,048 (1,463)
AB Holding’s weighted average equity ownership interest in AB36.5 %36.2 %36.2 %36.4 %
Impact on AB Holding’s net income of AB non-GAAP adjustments$8,373 $(23)$13,441 $(532)
Net income – diluted, GAAP basis$56,316 $88,678 $210,387 $260,706 
Impact on AB Holding’s net income of AB non-GAAP adjustments8,373 (23)13,441 (532)
Adjusted net income – diluted$64,689 $88,655 $223,828 $260,174 
Diluted net income per AB Holding Unit, GAAP basis$0.56 $0.89 $2.11 $2.61 
Impact of AB non-GAAP adjustments0.08 — 0.14 (0.01)
Adjusted diluted net income per AB Holding Unit$0.64 $0.89 $2.25 $2.60 

The degree to which AB's non-GAAP adjustments impact AB Holding's net income fluctuates based on AB Holding's ownership percentage in AB.

Cash Distributions

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.

Capital Resources and Liquidity

During the nine months ended September 30, 2022, net cash provided by operating activities was $288.7 million, compared to $268.0 million during the corresponding 2021 period. The increase primarily resulted from higher cash distributions received from AB of $22.7 million.

During the nine months ended September 30, 2022, net cash used in investing activities was $178 thousand compared to $3.4 million during the corresponding 2021 period. The activity in both periods reflects the investments in AB with proceeds from exercises of compensatory options to buy AB Holding Units.

During the nine months ended September 30, 2022, net cash used in financing activities was $288.5 million, compared to $264.6 million during the corresponding 2021 period. The increase was primarily due to higher cash distributions to Unitholders of $19.1 million.

Management believes that AB Holding will have the resources it needs to meet its financial obligations as a result of the cash flow AB Holding realizes from its investment in AB.

Commitments and Contingencies

See Note 8 to the condensed financial statements in Item 1.

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CAUTIONS REGARDING FORWARD-LOOKING STATEMENTS

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, 2021 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 annual net revenues: 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 annual net revenues.
The Adverse Impact of COVID-19: The aggregate extent to which COVID-19, including existing and new variants and its impact on the global economy, affects AB’s business, liquidity, results of operations and financial condition, will depend on future COVID-19 developments that are highly uncertain, including the scope and duration of the disease and any recovery period, the emergence, spread and seriousness of COVID-19 variants, the continuing prevalence of severe, unconstrained and/or escalating rates of infection and hospitalization in various countries and regions, the availability, adoption and efficacy of treatments and vaccines, and future actions taken by governmental authorities, central banks and other parties in response to COVID-19.
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The impact of our acquisition of CarVal: These statements concern expected growth, client and stockholder benefits, key assumptions, revenue realization, financial benefits or returns, accretion and integration costs. Actual results may differ materially from future results expressed or implied by our forward-looking statements as a result of similar risks to those that impact our other similar business lines, as well as the risk that we are not able to realize the anticipated benefits of the transaction, including the realization of revenue, accretion, and financial benefits or returns, in full or that we may take longer to realize benefits than expected, due, among other reasons, to the challenges of integrating a new business and personnel. The anticipated benefits may also be adversely impacted by the risk that AB Holding units to be issued after the closing are issued at a price below anticipated levels. We caution readers to carefully consider such factors.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

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, 2021.

Item 4.    Controls and Procedures

Disclosure Controls and Procedures

Each of AB Holding and AB maintains a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed in our reports under the Exchange Act is (i) recorded, processed, summarized and reported in a timely manner, and (ii) accumulated and communicated to management, including the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"), to permit timely decisions regarding our disclosure.

As of the end of the period covered by this report, management carried out an evaluation, under the supervision and with the participation of the CEO and the CFO, of the effectiveness of the design and operation of the disclosure controls and procedures. Based on this evaluation, the CEO and the CFO concluded that the disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the third quarter of 2022 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II

OTHER INFORMATION

Item 1.    Legal Proceedings

See Note 8 to the condensed financial statements contained in Part I, Item 1.

Item 1A.    Risk Factors

There have been no material changes to the risk factors from those appearing in AB Holding's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

There were no AB Holding Units sold by AB Holding in the period covered by this report that were not registered under the Securities Act other than as previously disclosed by AB Holding in its Current Report on Form 8-K dated July 1, 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 third quarter of 2022. 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.

AB Holding Units bought by us or one of our affiliates during the third quarter of 2022 are as follows:

ISSUER PURCHASES OF EQUITY SECURITIES
PeriodTotal 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
7/1/22 - 7/31/22(1)
15,724 $41.57 — — 
8/1/22 - 8/31/22— — — — 
9/1/22 - 9/30/22(1)
6,517 43.93 — — 
Total22,241 $42.26   

(1)During the third quarter of 2022, AB retained from employees 22,241 AB Holding Units to allow them to fulfill statutory withholding tax requirements at the time of distribution of long-term incentive compensation awards.
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AB Units bought by us or one of our affiliates during the third quarter of 2022 are as follows:

ISSUER PURCHASES OF EQUITY SECURITIES
 
PeriodTotal 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
7/1/22 - 7/31/22— $— — — 
8/1/22 - 8/31/22— — — — 
9/1/22 - 9/30/22(1)
1,400 43.30 — — 
Total1,400 $43.30   

(1)During September 2022, AB purchased 1,400 AB Units in private transactions.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

None.

Item 5.    Other Information

None.
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Item 6.    Exhibits
31.1
  
31.2
32.1
  
32.2
99.1
  
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema.
  
101.CALXBRL Taxonomy Extension Calculation Linkbase.
  
101.LABXBRL Taxonomy Extension Label Linkbase.
  
101.PREXBRL Taxonomy Extension Presentation Linkbase.
101.DEFXBRL Taxonomy Extension Definition Linkbase.
104The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL (included in Exhibit 101).


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 28, 2022ALLIANCEBERNSTEIN 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
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