ab-20210331

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 March 31, 2021


☐			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)


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

1345 Avenue of the Americas, New York, NY 10105

(Address of principal executive offices)

(Zip Code)

(212) 969-1000

(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.

Yes

☒

☐

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).

Yes

☒

☐

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

☐

☒

Securities registered pursuant to Section 12(b) of the Act:

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")

New York Stock Exchange

The number of units representing assignments of beneficial ownership of limited partnership interests outstanding as of March 31, 2021 was 100,489,849.*

*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.	Financial Statements

	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	15

Item 4.	Controls and Procedures	15

	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, 2021		December 31, 2020
ASSETS
Investment in AB	$	1,632,943	$	1,605,941
Other assets	—		92
Total assets	$	1,632,943	$	1,606,033

LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Other liabilities	$	7,654	$	1,876
Total liabilities	7,654		1,876

Commitments and contingencies (See Note 8)

Partners’ capital:
General Partner: 100,000 general partnership units issued and outstanding	1,395		1,410
Limited partners: 100,389,849 and 98,222,942 limited partnership units issued and outstanding	1,712,801		1,656,816
AB Holding Units held by AB to fund long-term incentive compensation plans	(51,973)		(20,171)
Accumulated other comprehensive loss	(36,934)		(33,898)
Total partners’ capital	1,625,289		1,604,157
Total liabilities and partners’ capital	$	1,632,943	$	1,606,033


	Three Months Ended March 31,
		2021		2020

Equity in net income attributable to AB Unitholders		$	88,907	$	69,914

Income taxes		7,820		7,655

Net income		$	81,087	$	62,259

Net income per unit:
Basic		$	0.81	$	0.63
Diluted		$	0.81	$	0.63


EQH and its subsidiaries	62.8	%
AB Holding	36.5
Unaffiliated holders	0.7
	100.0	%


	Three Months Ended March 31,
			2021		2020
		(in thousands, except per unit amounts)

Net income – basic			$	81,087	$	62,259
Additional allocation of equity in net income attributable to AB resulting from assumed dilutive effect of compensatory options			18		15
Net income – diluted			$	81,105	$	62,274

Weighted average units outstanding – basic			100,146		98,309
Dilutive effect of compensatory options			32		32
Weighted average units outstanding – diluted			100,178		98,341

Basic net income per unit			$	0.81	$	0.63
Diluted net income per unit			$	0.81	$	0.63


Investment in AB as of December 31, 2020	$	1,605,941
Equity in net income attributable to AB Unitholders	88,907
Changes in accumulated other comprehensive income	(3,036)
Cash distributions received from AB	(106,091)
Additional investments with proceeds from exercise of compensatory options to buy AB Holding Units	1,914
Capital contributions to AB	6,096
AB Holding Units retired	(29,847)
AB Holding Units issued to fund long-term incentive compensation plans	100,861
Change in AB Holding Units held by AB for long-term incentive compensation plans	(31,802)


Investment in AB as of March 31, 2021	$	1,632,943


Outstanding as of December 31, 2020			98,322,942
Options exercised			79,108
Units issued			2,847,552
Units retired			(759,753)
Outstanding as of March 31, 2021			100,489,849


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
1/1/21 - 1/31/21(1)(2)	73,550	$	33.72	—	—
2/1/21 - 2/28/21(1)(2)	376,726	37.15		—	—
3/1/21 - 3/31/21(2)	547,210	38.31		—	—
Total	997,486	$	37.54	—	—


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
1/1/21 - 1/31/21	—	$	—	—	—
2/1/21 - 2/28/21	—	—		—	—
3/1/21 - 3/31/21(1)	1,400	37.00		—	—
Total	1,400	$	37.00	—	—


31.1			Certification of Mr. Bernstein furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Mr. Dibadj 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 Mr. Dibadj 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, 2021 .

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, 2021, formatted in Inline XBRL (included in Exhibit 101).


Date: April 29, 2021	ALLIANCEBERNSTEIN HOLDING L.P.

	By:	/s/ Ali Dibadj
		Ali Dibadj
		Chief Financial Officer and Head of Strategy

	By:	/s/ William R. Siemers
		William R. Siemers
		Chief Accounting Officer


	Three Months Ended March 31,
		2021		2020

Net income		$	81,087	$	62,259
Other comprehensive (loss) income:


Foreign currency translation adjustments, before tax		(2,732)		(7,627)
Income tax (expense) benefit		(30)		6
Foreign currency translation adjustments, net of tax		(2,762)		(7,621)






Changes in employee benefit related items:
Amortization of prior service cost		(2)		3
Recognized actuarial (loss) gain		(274)		169
Changes in employee benefit related items		(276)		172
Income tax benefit (expense)		2		(28)
Employee benefit related items, net of tax		(274)		144

Other comprehensive (loss)		(3,036)		(7,477)
Comprehensive income		$	78,051	$	54,782


	Three Months Ended March 31,
		2021			2020			% Change
		(in thousands)
Net income attributable to AB Unitholders		$	244,131		$	194,320		25.6	%
Multiplied by: weighted average equity ownership interest		36.4		%	36.0		%
Equity in net income attributable to AB Unitholders		$	88,907		$	69,914		27.2

AB qualifying revenues		$	706,392		$	702,340		0.6
Multiplied by: weighted average equity ownership interest for calculating tax		30.6		%	30.6		%
Multiplied by: federal tax		3.5		%	3.5		%
Federal income taxes		7,572			7,515
State income taxes		248			140
Total income taxes		$	7,820		$	7,655		2.2

Effective tax rate		8.8		%	10.9		%


	Three Months Ended March 31,
	2021			2020
	(in thousands, except per Unit amounts)

AB non-GAAP adjustments, before taxes	$	(815)		$	1,796
AB income tax benefit (expense) on non-GAAP adjustments	23			(888)
AB non-GAAP adjustments, after taxes	(792)			908
AB Holding’s weighted average equity ownership interest in AB	36.4		%	36.0		%
Impact on AB Holding’s net income of AB non-GAAP adjustments	$	(289)		$	326

Net income – diluted, GAAP basis	$	81,105		$	62,274
Impact on AB Holding’s net income of AB non-GAAP adjustments	(289)			326
Adjusted net income – diluted	$	80,816		$	62,600

Diluted net income per AB Holding Unit, GAAP basis	$	0.81		$	0.63
Impact of AB non-GAAP adjustments	—			0.01
Adjusted diluted net income per AB Holding Unit	$	0.81		$	0.64

SEC Form 10-Q filed by AllianceBernstein Holding L.P.