December 31, % Change
2017 2016 2015 2017-16 2016-15
(in millions)
Equity Actively Managed:
U.S. $ 10,521
$ 8,792
$ 9,156
19.7 % (4.0 )%
Global & Non-US 22,577
18,215
16,705
23.9
9.0
Total 33,098
27,007
25,861
22.6
4.4
Equity Passively Managed⁽¹⁾:

U.S. 18,515
16,135
15,573
14.8
3.6
Global & Non-US 3,521
3,467
4,250
1.6
(18.4 )
Total 22,036
19,602
19,823
12.4
(1.1 )
Total Equity 55,134
46,609
45,684
18.3
2.0
Fixed Income Taxable:
U.S. 103,073
97,610
88,997
5.6
9.7
Global & Non-US 60,233
52,598
54,897
14.5
(4.2 )
Total 163,306
150,208
143,894
8.7
4.4
Fixed Income Tax-Exempt:
U.S. 1,051
1,819
1,920
(42.2 ) (5.3 )
Global & Non-US —
—
—
—
—
Total 1,051
1,819
1,920
(42.2 ) (5.3 )
Fixed Income Passively Managed⁽¹⁾:

U.S. 66
1,305
64
(94.9 ) 1,939.1
Global & Non-US 20
15
18
33.3
(16.7 )
Total 86
1,320
82
(93.5 ) 1,509.8
Total Fixed Income 164,443
153,347
145,896
7.2
5.1
Other⁽²⁾:

U.S. 5,258
3,831
2,939
37.2
30.4
Global & Non-US 44,442
35,477
41,683
25.3
(14.9 )
Total 49,700
39,308
44,622
26.4
(11.9 )
Total:
U.S. 138,484
129,492
118,649
6.9
9.1
Global & Non-US 130,793
109,772
117,553
19.1
(6.6 )
Total $ 269,277
$ 239,264
$ 236,202
12.5
1.3
Affiliated $ 91,903
$ 82,721
$ 78,048
11.1
6.0
Non-affiliated 177,374
156,543
158,154
13.3
(1.0 )
Total $ 269,277
$ 239,264
$ 236,202
12.5
1.3


~~(1)~~	~~Includes index and enhanced index services.~~


~~(2)~~	~~Includes certain multi-asset solutions and services and certain alternative investments.~~

Revenues from Institutional Services

(by Investment Service)


	Years Ended December 31,						% Change
	2020		2019		2018		2020-19		2019-18
	(in thousands)
Equity Actively Managed:
U.S.	$	66,118	$	62,252	$	60,465	6.2	%	3.0	%
Global & Non-US	104,684		98,169		103,763		6.6		(5.4)
Total	170,802		160,421		164,228		6.5		(2.3)
Equity Passively Managed(1):
U.S.	3,677		3,846		3,713		(4.4)		3.6
Global & Non-US	2,174		1,992		1,880		9.1		6.0
Total	5,851		5,838		5,593		0.2		4.4
Total Equity	176,653		166,259		169,821		6.3		(2.1)
Fixed Income Taxable:
U.S.	103,414		103,735		102,356		(0.3)		1.3
Global & Non-US	90,612		100,352		106,314		(9.7)		(5.6)
Total	194,026		204,087		208,670		(4.9)		(2.2)
Fixed Income Tax-Exempt:
U.S.	1,355		1,309		1,217		3.5		7.6
Global & Non-US	—		—		—		—		—
Total	1,355		1,309		1,217		3.5		7.6
Fixed Income Passively Managed(1):
U.S.	47		86		49		(45.3)		75.5
Global & Non-US	35		21		28		66.7		(25.0)
Total	82		107		77		(23.4)		39.0
Fixed Income Servicing(2):
U.S.	14,108		13,215		12,708		6.8		4.0
Global & Non-US	—		—		—		—		—
Total	14,108		13,215		12,708		6.8		4.0
Total Fixed Income	209,571		218,718		222,672		(4.2)		(1.8)
Alternatives/Multi-Asset Solutions(3):
U.S.	52,222		54,582		52,131		(4.3)		4.7
Global & Non-US	73,354		39,405		33,530		86.2		17.5
Total Alternatives/Multi-Asset Solutions	125,576		93,987		85,661		33.6		9.7
Total Investment Advisory and Services Fees:
U.S.	240,941		239,025		232,639		0.8		2.7
Global & Non-US	270,859		239,939		245,515		12.9		(2.3)
Consolidated company-sponsored investment funds	—		—		(372)		—		100.0
Total	511,800		478,964		477,782		6.9		0.2
Distribution Revenues	588		704		757		(16.5)		(7.0)
Shareholder Servicing Fees	526		476		529		10.5		(10.0)
Total	$	512,914	$	480,144	$	479,068	6.8		0.2
Affiliated - EQH(4)	$	90,101	$	82,413	$	78,011	9.3		5.6
AXA	62,999		55,135		53,745		14.3		2.6
Non-affiliated(4)	359,814		342,596		347,312		5.0		(1.4)
Total	$	512,914	$	480,144	$	479,068	6.8		0.2

(1)Includes index and enhanced index services.

(2)Fixed Income Servicing includes advisory-related services fees that are not based on AUM, including derivative transaction fees, capital purchase program-related advisory services and other fixed income advisory services.

(3)Includes certain multi-asset solutions and services not included in equity or fixed income services.

(4)Amounts in 2019 and 2018 have been reclassified to conform to the current period's presentation.

Years Ended December 31, % Change
2017 2016 2015 2017-16 2016-15
(in thousands)
Equity Actively Managed:
U.S. $ 53,352
$ 49,369
$ 54,150
8.1 % (8.8 )%
Global & Non-US 88,676
75,815
88,096
17.0
(13.9 )
Total 142,028
125,184
142,246
13.5
(12.0 )
Equity Passively Managed⁽¹⁾:

U.S. 3,721
2,964
2,824
25.5
5.0
Global & Non-US 1,882
2,345
4,295
(19.7 ) (45.4 )
Total 5,603
5,309
7,119
5.5
(25.4 )
Total Equity 147,631
130,493
149,365
13.1
(12.6 )
Fixed Income Taxable:
U.S. 107,262
101,874
94,272
5.3
8.1
Global & Non-US 112,294
111,602
125,888
0.6
(11.3 )
Total 219,556
213,476
220,160
2.8
(3.0 )
Fixed Income Tax-Exempt:
U.S. 1,989
2,591
2,361
(23.2 ) 9.7
Global & Non-US —
—
—
—
—
Total 1,989
2,591
2,361
(23.2 ) 9.7
Fixed Income Passively Managed⁽¹⁾:

U.S. 202
322
68
(37.3 ) 373.5
Global & Non-US 16
1
81
1,500.0
(98.8 )
Total 218
323
149
(32.5 ) 116.8
Fixed Income Servicing⁽²⁾:

U.S. 13,597
12,718
13,510
6.9
(5.9 )
Global & Non-US (14 ) 1,530
1,715
(100.9 ) (10.8 )
Total 13,583
14,248
15,225
(4.7 ) (6.4 )
Total Fixed Income 235,346
230,638
237,895
2.0
(3.1 )
Other⁽³⁾:

U.S. 62,287
34,577
23,130
80.1
49.5
Global & Non-US 38,153
25,162
24,070
51.6
4.5
Total 100,440
59,739
47,200
68.1
26.6

Total Investment Advisory and Services Fees:
U.S. 242,410
204,415
190,315
18.6
7.4
Global & Non-US 241,007
216,455
244,145
11.3
(11.3 )
Consolidated company-sponsored investment funds (8,717 ) 27
—
n/m
n/m
474,700
420,897
434,460
12.8
(3.1 )
Distribution Revenues 1,047
684
248
53.1
175.8
Shareholder Servicing Fees 488
479
497
1.9
(3.6 )
Total $ 476,235
$ 422,060
$ 435,205
12.8
(3.0 )
Affiliated $ 120,925
$ 116,392
$ 113,187
3.9
2.8
Non-affiliated 355,310
305,668
322,018
16.2
(5.1 )
Total $ 476,235
$ 422,060
$ 435,205
12.8
(3.0 )

Table of Contents


~~(1)~~	~~Includes index and enhanced index services.~~


~~(2)~~	Fixed Income Servicing includes advisory-related services fees that are not based on AUM, including derivative transaction fees, capital purchase program-related advisory services and other fixed income advisory services.


~~(3)~~	~~Includes certain multi-asset solutions and services and certain alternative services.~~

Retail

We provide investment management and related services to a wide variety of individual retail investors, both in the U.S. and internationally, through retail mutual funds we sponsor, mutual fund sub-advisory relationships, separately-managed account programs (see below), and other investment vehicles (“Retail Products and Services”).

We distribute our Retail Products and Services through financial intermediaries, including broker-dealers, insurance sales representatives, banks, registered investment advisers and financial planners. These products and services include open-end and closed-end funds that are either (i) registered as investment companies under the Investment Company Act (“U.S. Funds”), or (ii) not registered under the Investment Company Act and generally not offered to U.S. persons (“Non-U.S. Funds” and, collectively with the U.S. Funds, “AB Funds”). They also include separately-managed account programs, which are sponsored by financial intermediaries and generally charge an all-inclusive fee covering investment management, trade execution, asset allocation, and custodial and administrative services. In addition, we provide distribution, shareholder servicing, transfer agency services and administrative services for our Retail Products and Services. See “Net Revenues – Investment Advisory and Services Fees” in Item 7 for information about our retail investment advisory and services fees. See Note 2 to AB’s consolidated financial statements in Item 8 for a discussion of the commissions we pay to financial intermediaries in connection with the sale of open-end AB Funds.

Fees paid by the U.S. Funds are reflected in the applicable investment management agreement, which generally must be approved annually by the ~~boards~~board of directors or trustees of those funds, ~~including~~ by a majority vote of the independent directors or trustees. Increases in these fees must be approved by fund shareholders; decreases need not be, including any decreases implemented by a fund’s directors or trustees. In general, each investment management agreement with the U.S. Funds provides for termination by either party,at any time, upon 60 days’ notice.

Fees paid by Non-U.S. Funds are reflected in management agreements that continue until they are terminated. Increases in these fees generally must be approved by the relevant regulatory authority, depending on the domicile and structure of the fund, and Non-U.S. Fund shareholders must be given advance notice of any fee increases.

The mutual funds we sub-advise for ~~AXA~~EQH and its subsidiaries ~~together~~ constitute our largest retail client. ~~They~~EQH and its subsidiaries accounted for approximately ~~19%~~14%, ~~21%~~14% and ~~22%~~16% of our retail AUM as of December 31, ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, respectively, and approximately 4%1%, 2% and 2% of our retail net revenues ~~in each of 2017, 2016~~for the years ended December 31, 2020, 2019 and ~~2015.~~

~~Certain~~2018, respectively. Also, AXA and its subsidiaries ~~of AXA, including AXA Advisors, LLC (“AXA Advisors”), a subsidiary of AXA Financial, were responsible~~accounted for approximately 1%2%, 2% and 4%3% of ~~total sales~~our retail AUM as of ~~shares~~December 31, 2020, 2019 and 2018, respectively, and approximately 1%, 1% and 2% of ~~open-end AB Funds in 2017, 2016~~our retail net revenues for the years ended December 31, 2020, 2019 and ~~2015,~~2018, respectively.

HSBC was responsible for approximately 9%6%, 14% and ~~12%~~7% of our open-end ~~AB Fund~~mutual fund sales in ~~2017~~2020, 2019 and ~~2016,~~2018, respectively. ~~Neither our affiliates nor~~ HSBC ~~are~~is not under any obligation to sell a specific amount of AB Fund shares and ~~each also sells shares of mutual funds that it sponsors and that are sponsored by unaffiliated organizations. No other entity accounted for 10% or more of~~is not our ~~open-end AB Fund sales.~~affiliate.

Most open-end U.S. Funds have adopted a plan under Rule 12b-1 of the Investment Company Act that allows the fund to pay, out of assets of the fund, distribution and service fees for the distribution and sale of its shares (“Rule 12b-1 Fees”). The open-end U.S. Funds have entered into such agreements with us, and we have entered into selling and distribution agreements pursuant to which we pay sales commissions to the financial intermediaries that distribute our open-end U.S. Funds. These agreements are terminable by either party upon notice (generally 30 days) and do not obligate the financial intermediary to sell any specific amount of fund shares.

As of December 31, ~~2017,~~2020, retail U.S. Fund AUM were approximately ~~$47~~$62 billion, or ~~25%~~23% of retail AUM, as compared to ~~$41~~$55 billion, or ~~26%~~23%, as of December 31, ~~2016,~~2019, and ~~$45~~$43 billion, or ~~29%~~24%, as of December 31, ~~2015.~~2018. Non-U.S. Fund AUM, as of December 31, ~~2017,~~2020, totaled ~~$76~~$110 billion, or ~~40%~~41% of retail AUM, as compared to ~~$59~~$103 billion, or ~~37%~~43%, as of December 31, ~~2016,~~2019, and ~~$52~~$71 billion, or ~~33%~~39%, as of December 31, ~~2015.~~2018.

Table of Contents

Our Retail Services represented approximately ~~35%~~39%, ~~33%~~39% and ~~33%~~35% of our AUM as of December 31, ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, respectively, and the fees we earned from providing these services represented approximately ~~43%~~49%, ~~42%~~46% and ~~45%~~44% of our net revenues for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, respectively. Our AUM and revenues are as follows:

Retail Services Assets Under Management

(by Investment Service)


	December 31,						% Change
	2020		2019		2018		2020-19		2019-18
	(in millions)
Equity Actively Managed:
U.S.	$	79,569	$	57,125	$	41,450	39.3	%	37.8	%
Global & Non-US	27,297		24,497		19,475		11.4		25.8
Total	106,866		81,622		60,925		30.9		34.0
Equity Passively Managed(1):
U.S.	28,937		27,153		22,658		6.6		19.8
Global & Non-US	7,058		7,530		6,697		(6.3)		12.4
Total	35,995		34,683		29,355		3.8		18.2
Total Equity	142,861		116,305		90,280		22.8		28.8
Fixed Income Taxable:
U.S.	8,510		9,093		7,029		(6.4)		29.4
Global & Non-US	76,144		79,315		53,413		(4.0)		48.5
Total	84,654		88,408		60,442		(4.2)		46.3
Fixed Income Tax-Exempt:
U.S.	23,167		20,706		16,403		11.9		26.2
Global & Non-US	35		44		42		(20.5)		4.8
Total	23,202		20,750		16,445		11.8		26.2
Fixed Income Passively Managed(1):
U.S.	4,460		5,031		4,965		(11.3)		1.3
Global & Non-US	3,771		3,794		3,964		(0.6)		(4.3)
Total	8,231		8,825		8,929		(6.7)		(1.2)
Total Fixed Income	116,087		117,983		85,816		(1.6)		37.5
Alternatives/Multi-Asset Solutions(2):
U.S.	3,071		2,470		2,476		24.3		(0.2)
Global & Non-US	3,321		2,408		2,197		37.9		9.6
Total Alternatives/Multi-Asset Solutions	6,392		4,878		4,673		31.0		4.4
Total:
U.S.	147,714		121,578		94,981		21.5		28.0
Global & Non-US	117,626		117,588		85,788		—		37.1
Total	$	265,340	$	239,166	$	180,769	10.9		32.3
Affiliated - EQH	$	36,765	$	34,448	$	29,206	6.7		17.9
AXA	6,150		5,680		5,471		8.3		3.8
Non-affiliated	222,425		199,038		146,092		11.8		36.2
Total	$	265,340	$	239,166	$	180,769	10.9		32.3

(1)Includes index and enhanced index services.

(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.

December 31, % Change
2017 2016 2015 2017-16 2016-15
(in millions)
Equity Actively Managed:
U.S. $ 37,720
$ 31,717
$ 31,481
18.9 % 0.7 %
Global & Non-US 20,274
12,514
14,810
62.0
(15.5 )
Total 57,994
44,231
46,291
31.1
(4.5 )
Equity Passively Managed⁽¹⁾:

U.S. 23,294
20,997
19,483
10.9
7.8
Global & Non-US 8,758
7,025
6,664
24.7
5.4
Total 32,052
28,022
26,147
14.4
7.2
Total Equity 90,046
72,253
72,438
24.6
(0.3 )

Fixed Income Taxable:
U.S. 7,699
6,175
5,905
24.7
4.6
Global & Non-US 65,963
54,328
47,891
21.4
13.4
Total 73,662
60,503
53,796
21.7
12.5
Fixed Income Tax-Exempt:
U.S. 15,654
13,579
11,601
15.3
17.1
Global & Non-US 53
10
12
430.0
(16.7 )
Total 15,707
13,589
11,613
15.6
17.0
Fixed Income Passively Managed⁽¹⁾:

U.S. 5,173
5,216
5,010
(0.8 ) 4.1
Global & Non-US 4,250
4,041
4,492
5.2
(10.0 )
Total 9,423
9,257
9,502
1.8
(2.6 )
Total Fixed Income 98,792
83,349
74,911
18.5
11.3
Other⁽²⁾:

U.S. 2,799
3,229
5,116
(13.3 ) (36.9 )
Global & Non-US 1,311
1,339
1,903
(2.1 ) (29.6 )
Total 4,110
4,568
7,019
(10.0 ) (34.9 )
Total:
U.S. 92,339
80,913
78,596
14.1
2.9
Global & Non-US 100,609
79,257
75,772
26.9
4.6
Total $ 192,948
$ 160,170
$ 154,368
20.5
3.8
Affiliated $ 36,965
$ 33,774
$ 33,364
9.4
1.2
Non-affiliated 155,983
126,396
121,004
23.4
4.5
Total $ 192,948
$ 160,170
$ 154,368
20.5
3.8

Table of Contents


~~(1)~~	~~Includes index and enhanced index services.~~


~~(2)~~	~~Includes certain multi-asset solutions and services and certain alternative investments.~~

Revenues from Retail Services

(by Investment Service)


	Years Ended December 31,						% Change
	2020		2019		2018		2020-19		2019-18
	(in thousands)
Equity Actively Managed:
U.S.	$	346,538	$	283,461	$	235,611	22.3	%	20.3	%
Global & Non-US	162,435		153,156		149,995		6.1		2.1
Total	508,973		436,617		385,606		16.6		13.2
Equity Passively Managed(1):
U.S.	9,004		9,179		8,901		(1.9)		3.1
Global & Non-US	5,343		6,994		7,861		(23.6)		(11.0)
Total	14,347		16,173		16,762		(11.3)		(3.5)
Total Equity	523,320		452,790		402,368		15.6		12.5
Fixed Income Taxable:
U.S.	25,127		26,963		25,194		(6.8)		7.0
Global & Non-US	509,037		479,886		438,048		6.1		9.6
Total	534,164		506,849		463,242		5.4		9.4
Fixed Income Tax-Exempt:
U.S.	70,661		65,375		58,824		8.1		11.1
Global & Non-US	73		99		132		(26.3)		(25.0)
Total	70,734		65,474		58,956		8.0		11.1
Fixed Income Passively Managed(1):
U.S.	6,037		5,972		6,086		1.1		(1.9)
Global & Non-US	6,192		6,133		6,809		1.0		(9.9)
Total	12,229		12,105		12,895		1.0		(6.1)
Total Fixed Income	617,127		584,428		535,093		5.6		9.2
Alternatives/Multi-Asset Solutions(2):
U.S.	57,069		51,958		63,232		9.8		(17.8)
Global & Non-US	12,723		8,946		8,575		42.2		4.3
Total Alternatives/Multi-Asset Solutions	69,792		60,904		71,807		14.6		(15.2)
Total Investment Advisory and Services Fees:
U.S.	514,436		442,908		397,848		16.1		11.3
Global & Non-US	695,803		655,214		611,420		6.2		7.2
Consolidated company-sponsored investment funds	733		883		1,047		(17.0)		(15.7)
Total	1,210,972		1,099,005		1,010,315		10.2		8.8
Distribution Revenues	522,056		447,050		411,996		16.8		8.5
Shareholder Servicing Fees	78,920		73,777		72,134		7.0		2.3
Total	$	1,811,948	$	1,619,832	$	1,494,445	11.9		8.4
Affiliated - EQH	$	27,130	$	27,737	$	27,814	(2.2)		(0.3)
AXA	23,762		23,293		24,946		2.0		(6.6)
Non-affiliated	1,761,056		1,568,802		1,441,685		12.3		8.8
Total	$	1,811,948	$	1,619,832	$	1,494,445	11.9		8.4

(1)Includes index and enhanced index services.

(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.

Years Ended December 31, % Change
2017 2016 2015 2017-16 2016-15
(in thousands)
Equity Actively Managed:
U.S. $ 204,363
$ 186,442
$ 182,802
9.6 % 2.0 %
Global & Non-US 114,277
92,953
107,787
22.9
(13.8 )
Total 318,640
279,395
290,589
14.0
(3.9 )
Equity Passively Managed⁽¹⁾:

U.S. 8,508
7,670
8,187
10.9
(6.3 )
Global & Non-US 6,636
5,267
5,268
26.0
—
Total 15,144
12,937
13,455
17.1
(3.8 )
Total Equity 333,784
292,332
304,044
14.2
(3.9 )
Fixed Income Taxable:
U.S. 23,142
16,993
15,842
36.2
7.3
Global & Non-US 454,613
373,997
397,731
21.6
(6.0 )
Total 477,755
390,990
413,573
22.2
(5.5 )
Fixed Income Tax-Exempt:
U.S. 54,106
52,847
44,917
2.4
17.7
Global & Non-US 121
63
73
92.1
(13.7 )
Total 54,227
52,910
44,990
2.5
17.6
Fixed Income Passively Managed⁽¹⁾:

U.S. 6,055
6,105
5,663
(0.8 ) 7.8
Global & Non-US 7,567
7,815
8,198
(3.2 ) (4.7 )
Total 13,622
13,920
13,861
(2.1 ) 0.4
Total Fixed Income 545,604
457,820
472,424
19.2
(3.1 )
Other⁽²⁾:

U.S. 59,751
52,025
71,129
14.9
(26.9 )
Global & Non-US 6,583
6,672
8,456
(1.3 ) (21.1 )
Total 66,334
58,697
79,585
13.0
(26.2 )
Total Investment Advisory and Services Fees:
U.S. 355,925
322,082
328,540
10.5
(2.0 )
Global & Non-US 589,797
486,767
527,513
21.2
(7.7 )
Consolidated company-sponsored investment funds 1,005
105
—
857.1
n/m
946,727
808,954
856,053
17.0
(5.5 )
Distribution Revenues 405,939
379,881
423,410
6.9
(10.3 )
Shareholder Servicing Fees 71,225
73,072
83,078
(2.5 ) (12.0 )
Total $ 1,423,891
$ 1,261,907
$ 1,362,541
12.8
(7.4 )
Affiliated $ 50,162
$ 46,045
$ 47,650
8.9
(3.4 )
Non-affiliated 1,373,729
1,215,862
1,314,891
13.0
(7.5 )
Total $ 1,423,891
$ 1,261,907
$ 1,362,541
12.8
(7.4 )

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~~(1)~~	~~Includes index and enhanced index services.~~


~~(2)~~	~~Includes certain multi-asset solutions and services and certain alternative investments.~~

Private Wealth Management

We offer to our private wealth clients, which include high-net-worth individuals and families, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities, separately-managed accounts, hedge funds, mutual funds and other investment vehicles (“Private Wealth Services”).

We manage these accounts pursuant to written investment advisory agreements, which generally are terminable at any time or upon relatively short notice by any party, and may not be assigned without the client's consent. For information about our investment advisory and services fees, including performance-based fees, see “Risk Factors” in Item 1A and “Net Revenues – Investment Advisory and Services Fees” in Item 7.

Our Private Wealth Services represented approximately ~~17%~~15%, ~~17%~~16% and ~~16%~~17% of our AUM as of December 31, ~~2017, 2016~~2020, 2019 and ~~2015, and the~~2018, respectively. The fees we earned from providing these services represented approximately 24%, ~~23%~~26% and ~~23%~~26% of our net revenues for ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, respectively. Our AUM and revenues are as follows:

Private Wealth Services Assets Under Management

(by Investment Service)


	December 31,						% Change
	2020		2019		2018		2020-19		2019-18
	(in millions)
Equity Actively Managed:
U.S.	$	28,135	$	26,840	$	22,504	4.8	%	19.3	%
Global & Non-US	22,719		24,094		19,809		(5.7)		21.6
Total	50,854		50,934		42,313		(0.2)		20.4
Equity Passively Managed(1):
U.S.	641		142		113		n/m		25.7
Global & Non-US	25		32		42		(21.9)		(23.8)
Total	666		174		155		n/m		12.3
Total Equity	51,520		51,108		42,468		0.8		20.3
Fixed Income Taxable:
U.S.	9,293		7,583		7,022		22.6		8.0
Global & Non-US	5,222		4,587		4,154		13.8		10.4
Total	14,515		12,170		11,176		19.3		8.9
Fixed Income Tax-Exempt:
U.S.	25,749		25,102		24,129		2.6		4.0
Global & Non-US	15		15		15		—		—
Total	25,764		25,117		24,144		2.6		4.0
Fixed Income Passively Managed(1):
U.S.	—		—		11		—		(100.0)
Global & Non-US	195		372		404		(47.6)		(7.9)
Total	195		372		415		(47.6)		(10.4)
Total Fixed Income	40,474		37,659		35,735		7.5		5.4
Alternatives/Multi-Asset Solutions(2):
U.S.	5,927		6,808		5,762		(12.9)		18.2
Global & Non-US	7,064		5,484		5,340		28.8		2.7
Total Alternatives/Multi-Asset Solutions	12,991		12,292		11,102		5.7		10.7
Total:
U.S.	69,745		66,475		59,541		4.9		11.6
Global & Non-US	35,240		34,584		29,764		1.9		16.2
Total	$	104,985	$	101,059	$	89,305	3.9		13.2

(1)Includes index and enhanced index services.

(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.

December 31, % Change
2017 2016 2015 2017-16 2016-15
(in millions)
Equity Actively Managed:
U.S. $ 26,492
$ 23,857
$ 22,873
11.0 % 4.3 %
Global & Non-US 21,880
16,851
15,595
29.8
8.1
Total 48,372
40,708
38,468
18.8
5.8

Equity Passively Managed⁽¹⁾:

U.S. 130
193
177
(32.6 ) 9.0
Global & Non-US 51
208
210
(75.5 ) (1.0 )
Total 181
401
387
(54.9 ) 3.6

Total Equity 48,553
41,109
38,855
18.1
5.8

Fixed Income Taxable:
U.S. 6,772
6,674
6,742
1.5
(1.0 )
Global & Non-US 4,141
3,528
3,053
17.4
15.6
Total 10,913
10,202
9,795
7.0
4.2

Fixed Income Tax-Exempt:
U.S. 23,636
21,501
19,973
9.9
7.7
Global & Non-US 18
3
3
500.0
—
Total 23,654
21,504
19,976
10.0
7.6

Fixed Income Passively Managed⁽¹⁾:

U.S. —
18
4
(100.0 ) 350.0
Global & Non-US 401
468
372
(14.3 ) 25.8
Total 401
486
376
(17.5 ) 29.3

Total Fixed Income 34,968
32,192
30,147
8.6
6.8

Other⁽²⁾:

U.S. 3,606
2,650
2,439
36.1
8.7
Global & Non-US 5,139
4,816
5,429
6.7
(11.3 )
Total 8,745
7,466
7,868
17.1
(5.1 )

Total:
U.S. 60,636
54,893
52,208
10.5
5.1
Global & Non-US 31,630
25,874
24,662
22.2
4.9
Total $ 92,266
$ 80,767
$ 76,870
14.2
5.1

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~~(1)~~	~~Includes index and enhanced index services.~~


~~(2)~~	~~Includes certain multi-asset solutions and services and certain alternative investments.~~

Revenues ~~From~~from Private Wealth Services

(by Investment Service)


	Years Ended December 31,							% Change					Years Ended December 31,						% Change
	2017			2016		2015		2017-16		2016-15			2020		2019		2018		2020-19		2019-18
	(in thousands)												(in thousands)
Equity Actively Managed:												Equity Actively Managed:
U.S.	$	272,577		$	255,902	$	260,706	6.5	%	(1.8	)%	U.S.	$	262,885	$	267,671	$	274,320	(1.8)	%	(2.4)	%
Global & Non-US	212,021			176,169		171,101		20.4		3.0
Global & Non-US(3)												Global & Non-US(3)	225,014		243,240		240,332		(7.5)		1.2
Total	484,598			432,071		431,807		12.2		0.1		Total	487,899		510,911		514,652		(4.5)		(0.7)
Equity Passively Managed⁽¹⁾:												Equity Passively Managed(1):
U.S.	206			423		1,229		(51.3	)	(65.6	)	U.S.	1,053		144		117		n/m		23.1
Global & Non-US	510			1,053		834		(51.6	)	26.3		Global & Non-US	60		190		254		(68.4)		(25.2)
Total	716			1,476		2,063		(51.5	)	(28.5	)	Total	1,113		334		371		n/m		(10.0)
Total Equity	485,314			433,547		433,870		11.9		(0.1	)	Total Equity	489,012		511,245		515,023		(4.3)		(0.7)
Fixed Income Taxable:												Fixed Income Taxable:
U.S.	34,173			35,756		36,689		(4.4	)	(2.5	)	U.S.	36,789		34,546		33,034		6.5		4.6
Global & Non-US	26,425			23,384		20,488		13.0		14.1		Global & Non-US	34,786		29,418		28,358		18.2		3.7
Total	60,598			59,140		57,177		2.5		3.4		Total	71,575		63,964		61,392		11.9		4.2
Fixed Income Tax-Exempt:												Fixed Income Tax-Exempt:
U.S.	114,974			111,304		106,162		3.3		4.8		U.S.	123,871		122,350		118,811		1.2		3.0
Global & Non-US	88			31		34		183.9		(8.8	)	Global & Non-US	81		97		109		(16.5)		(11.0)
Total	115,062			111,335		106,196		3.3		4.8		Total	123,952		122,447		118,920		1.2		3.0
Fixed Income Passively Managed⁽¹⁾:												Fixed Income Passively Managed(1):
U.S.	58			38		11		52.6		245.5		U.S.	6		13		156		(53.8)		(91.7)
Global & Non-US	4,059			3,336		4,299		21.7		(22.4	)
Global & Non-US(3)												Global & Non-US(3)	2,885		4,462		5,312		(35.3)		(16.0)
Total	4,117			3,374		4,310		22.0		(21.7	)	Total	2,891		4,475		5,468		(35.4)		(18.2)
Total Fixed Income	179,777			173,849		167,683		3.4		3.7		Total Fixed Income	198,418		190,886		185,780		3.9		2.7
Other⁽²⁾:
Alternatives/Multi-Asset Solutions(2):												Alternatives/Multi-Asset Solutions(2):
U.S.	67,019			41,595		22,177		61.1		87.6		U.S.	109,169		123,216		122,686		(11.4)		0.4
Global & Non-US	49,365			54,629		59,594		(9.6	)	(8.3	)
Total	116,384			96,224		81,771		21.0		17.7
Global & Non-US(3)												Global & Non-US(3)	76,065		68,728		51,839		10.7		32.6
Total Alternatives/Multi-Asset Solutions												Total Alternatives/Multi-Asset Solutions	185,234		191,944		174,525		(3.5)		10.0
Total Investment Advisory and Services Fees:												Total Investment Advisory and Services Fees:
U.S.	489,007			445,018		426,974		9.9		4.2		U.S.	533,773		547,940		549,124		(2.6)		(0.2)
Global & Non-US	292,468			258,602		256,350		13.1		0.9		Global & Non-US	338,891		346,135		326,204		(2.1)		6.1
Consolidated company-sponsored investment funds	(2,501		)	—		—		n/m		n/m		Consolidated company-sponsored investment funds	—		—		(1,214)		—		100.0
Total	778,974			703,620		683,324		10.7		3.0		Total	872,664		894,075		874,114		(2.4)		2.3
Distribution Revenues	5,077			3,840		3,498		32.2		9.8		Distribution Revenues	7,137		7,289		5,809		(2.1)		25.5
Shareholder Servicing Fees	3,311			4,139		3,031		(20.0	)	36.6		Shareholder Servicing Fees	2,871		3,141		3,311		(8.6)		(5.1)
Total	$	787,362		$	711,599	$	689,853	10.6		3.2		Total	$	882,672	$	904,505	$	883,234	(2.4)		2.4

(1)Includes index and enhanced index services.

(2)Includes certain multi-asset solutions and services ~~and certain alternative investments.~~not included in equity or fixed income services.

(3)Amounts in 2019 have been reclassified to conform to the current period's presentation.

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Bernstein Research Services

We offer high-quality fundamental research, quantitative services and brokerage-related services in equities and listed options to institutional investors, such as pension fund, hedge fund and mutual fund managers, and other institutional investors (“Bernstein Research Services”). We serve our clients, which are based in the United States and in other major markets around the world, through our trading professionals, who are primarily ~~are~~ based in New York, London and Hong Kong, and our sell-side analysts, who provide fundamental company and industry research along with quantitative research into securities valuation and factors affecting stock-price movements.

We earn revenues for providing investment research to, and executing brokerage transactions for, institutional clients. These clients compensate us principally by directing us to execute brokerage transactions on their behalf, for which we earn commissions, and to a lesser but increasing extent, by paying us directly for research through commission sharing agreements or cash payments. Bernstein Research Services accounted for approximately ~~14%~~12%, ~~16%~~12% and ~~16%~~13% of our net revenues as of December 31, ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, respectively.

For information regarding trends in fee rates charged for brokerage transactions, see “Risk Factors” in Item 1A.

Our Bernstein Research Services revenues are as follows:

Revenues ~~From~~from Bernstein Research Services

Years Ended December 31, % Change
2017 2016 2015 2017-16 2016-15
(in thousands)

Bernstein Research Services $ 449,919
$ 479,875
$ 493,463
(6.2 )% (2.8 )%


	Years Ended December 31,						% Change
	2020		2019		2018		2020-19		2019-18
	(in thousands)
Bernstein Research Services	$	459,744	$	407,911	$	439,432	12.7	%	(7.2)	%

Custody

Our ~~U.S.-based~~U.S. based broker-dealer subsidiary acts as custodian for the majority of our Private Wealth Management AUM and some of our ~~Institutions~~Institutional AUM. Other ~~custodial~~custodian arrangements, ~~are maintained~~directed by ~~client-designated~~clients, include banks, trust companies, brokerage firms and other financial institutions.

Human Capital Management

As a leading global investment-management and research firm, we bring together a wide range of insights, expertise and innovations to advance the interests of our clients around the world. The intellectual capital of our employees is collectively the most important asset of our firm, so the long-term sustainability of our firm is heavily dependent on our people. We are constantly focused on:

•fostering an inclusive culture by incorporating diversity and inclusion in all levels of our business;

•encouraging innovation;

•developing, retaining and recruiting high-quality talent; and

•aligning employees’ incentives and risk taking with those of the firm.

As a result, we have a strong firm culture that helps us maximize performance and drive excellence. Further, our firm’s role as a fiduciary is embedded in our culture. As a fiduciary, our firm’s primary objective is to help our clients reach their financial goals.

Also, our Board of Directors and committees of the Board, particularly our Compensation and Workplace Practices Committee, provide oversight into various human capital matters, including emerging human capital management risks and strategies to mitigate our exposure to those risks. Furthermore, our Board and Board committees evaluate the overall effectiveness of our social responsibility policies, goals and programs and recommend changes to management as necessary. These collaborative efforts contribute to the overall framework that guides how AB attracts, retains and develops a workforce that supports our values and strategic initiatives.

Talent Acquisition

AB seeks to achieve excellence in business and investment performance by recruiting and hiring a workforce with diversity of thought, backgrounds and experiences. We believe that diverse and inclusive teams generate better ideas and reach more balanced decisions. We seek to leverage the unique backgrounds of our employees to meet the needs of a broad range of clients

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and engage with the communities in which we operate. We engage several external organizations to assist in attracting and recruiting top talent at all levels, with a particular focus on attracting diverse talent. We have a sizable group of internal human capital associates focused on recruiting, and we have implemented various human capital initiatives to develop and provide for a balanced workforce. Additionally, we offer internship programs for students to work in positions across functional areas of the firm; an important part of our college recruitment strategy is to convert a high percentage of our interns into full-time employees.

Employee Engagement

We believe a workforce is most productive, effective and highly engaged when they feel connected to our business and culture. We seek to provide diverse work experiences, professional development opportunities, competitive compensation and benefits, an inclusive and diverse culture and social engagement projects to keep our employees motivated, connected to our firm and engaged throughout their careers. We strive to create a culture of intellectual curiosity and collaboration, creating an environment where our employees can thrive and do their best work. We foster growth and advancement through different training avenues to develop skill sets, create opportunities for networking, both internally and externally, and we encourage internal mobility as a part of our employees' career trajectory. It is important that our employees are not only connected to our business but also to the communities in which we operate. As such, AB offers many opportunities for our employees to volunteer in the communities in which we serve including our firm-wide philanthropic initiative, AB Gives Back. Other initiatives in support of these objectives include a five-year refresh award for employees that mark a five-year anniversary are eligible to receive two additional weeks off. In addition, we utilize AB Voice, a periodic survey designed to measure employee satisfaction and engagement, allowing us to identify and address performance gaps.

Diversity and Inclusion

As noted previously, we believe that diverse and inclusive teams generate better ideas and best serve the needs of our clients. As such, we strive to cultivate a dynamic, diverse and inclusive workplace where employees feel challenged and valued for their contributions. We offer leadership development programs that cater to the needs of various groups, including an African American Leadership program, an Asian Leadership program, a Women's leadership program and a variety of Employee Resource Groups ("ERGs"). These ERG programs, which are central to our diversity and inclusion efforts, share a common purpose, interest and backgrounds and accelerate the advancement of our employees from traditionally underrepresented groups. Our ERG groups are spread across seven categories, including AB Asians, Black ERG, Family Matters, AB Veterans, AB Out (LGBTQ), Synergy (Women) and Adelante (Latinx). These groups serve as a source of inclusion, and they help to support our acquisition of diverse talent. Our senior leadership is committed to our diversity and inclusion efforts and is active in a variety of coalitions pledging to advance diversity and inclusion. Additionally, the Firm has implemented several measures to help ensure accountability for contributing to our diversity and inclusion initiatives. For instance, our senior business leaders have diversity and inclusion objectives embedded in their annual performance goals.

Compensation and Benefits

We have demonstrated a history of investing in our workforce by offering competitive compensation. We utilize a variety of compensation elements, including base salaries, annual short-term compensation awards (i.e., cash bonuses) and, for those of our employees who earn more than $200,000 annually, a long-term compensation award program. Long-term incentive compensation awards generally are denominated in restricted AB Holding Units.We utilize this structure to foster a stronger sense of ownership and align the interests of our employees directly with the interests of our Unitholders and indirectly with the interests of our clients, as strong performance for our clients generally contributes directly to increases in assets under management and improved financial performance for the firm. Furthermore, we offer health and welfare, 401(k) profit-sharing and other benefits programs to all eligible employees.In the U.S. (and elsewhere, although benefits may differ by jurisdiction):

•We provide employee wages that are competitive and consistent with employee positions, skill levels, experience, knowledge and geographic location;

•We engage nationally recognized outside compensation and benefits consulting firms to independently evaluate the effectiveness of our executive compensation and benefit programs, as well as consulting services relating to the amount and form of compensation paid to employees other than executives, and to provide benchmarking against our peers;

•We provide merit-based and performance-based annual increases and incentive compensation, which are communicated to employees at the time of hiring and documented through our talent management process as part of our annual review procedures and upon internal transfer and/or ~~custodians.~~promotion; and

•The firm makes benefits available to all eligible employees, including, health insurance, paid and unpaid leaves, a retirement plan and life and disability/accident coverage. We also offer a variety of voluntary benefits that allow employees to select the options that meet their needs, including flexible time-off, telemedicine, paid parental leave,

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adoption assistance, prescription savings solutions, Veterans' Health Administration coverage in U.S. medical plans, a personalized wellness program and a financial wellness program.

Health and Safety

The health and safety of our employees is our highest priority and is evident in our response to the COVID-19 pandemic around the globe. At the initial onset of COVID-19 during the first quarter of 2020, we quickly responded in the various jurisdictions where we operate, including the U.S., EMEA (including the U.K., Luxembourg, France and other jurisdictions), Hong Kong, Shanghai, Singapore and Taiwan. We implemented business continuity measures, including travel restrictions and a work-from-home requirement for almost all personnel (other than a relatively small number of employees whose physical presence in our offices was considered critical), which has remained in place (except in our Asia offices, most of which have reopened), to ensure operating continuity for all critical functions. We also instituted a confidential notification process for any employee who tests positive for COVID-19 or has been exposed to someone else who has tested positive. As the COVID-19 crisis has continued to evolve since the lockdown in the first quarter, certain key functions of the business, such as Risk Management, Business Continuity, Finance and Human Capital, have maintained constant communication and monitored the evolution of the pandemic to keep our employees safe and advised of key developments. Additionally, we continue to monitor communications from the World Health Organization and the U.S. Centers for Disease Control and Prevention to ensure we have current information. We have also instituted various other protocols in response to the COVID-19 pandemic, such as increased cleaning protocols, modifying workspaces to allow for social distancing and requiring masks to be worn in all office locations when social distancing cannot be maintained.

Employees

As of December 31, ~~2017,~~2020, our firm had ~~3,466~~3,929 full-time employees, representing a ~~0.8%~~3.1% increase compared to the end of ~~2016.~~2019.

As of December 31, 2020, our employees reflected the following by gender and region:


Region:	Female	% Female		Male	% Male		Grand Total	% of Total
Americas	1,084	37	%	1,871	63	%	2,955	75	%
Asia ex Japan	210	52	%	197	48	%	407	10	%
EMEA	175	36	%	307	64	%	482	12	%
Japan	41	48	%	44	52	%	85	2	%
Grand Total	1,510	38	%	2,419	62	%	3,929	100	%

In connection with our establishing 1,250 roles in Nashville, Tennessee, we have relocated many of our employees from our New York City and White Plains, New York, locations. Employees whose roles are in-scope for the move, but who are not relocating, will receive a separation package. We ~~consider~~expect layoffs to continue on a rolling basis until all in-scope roles are filled in Nashville.

Information about our ~~employee relations~~Executive Officers

Please refer to ~~be good.~~"Item 10. Directors, Executive Officers and Corporate Governance" below for information relating to our firm's executive officers.

Service Marks

We have registered a number of service marks with the U.S. Patent and Trademark Office and various foreign trademark offices, including the mark ~~“AllianceBernstein”.~~“AllianceBernstein.” The logo set forth below ~~and “Ahead~~ is a service mark of ~~Tomorrow” are service marks of~~ AB:

In ~~January~~ 2015, we established a new brand identity by prominently incorporating “AB” into our brand architecture, while maintaining the legal names of our corporate entities. With this and other related refinements, our company, and our Institutional and Retail businesses, ~~now~~ are referred to as “AllianceBernstein (AB)” or simply ~~“AB”.~~“AB.” Private Wealth Management and Bernstein Research Services ~~now~~ are referred to as “AB ~~Bernstein”.~~Bernstein.” Also, we adopted the logo ~~and “Ahead of Tomorrow”~~ service ~~marks~~ mark described above.

In connection with the Bernstein Transaction, we acquired all of the rights in, and title to, the Bernstein service marks, including the mark ~~“Bernstein”.~~“Bernstein.”

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In connection with an acquisition we completed in 2013, we acquired all of the rights in, and title to, the W.P. Stewart & Co. service marks, including the logo ~~“WPSTEWART”.~~“WPSTEWART.”

Service marks are generally valid and may be renewed indefinitely, as long as they are in use and/or their registrations are properly maintained.

Regulation

Virtually all aspects of our business are subject to various federal and state laws and regulations, rules of various securities regulators and exchanges, and laws in the foreign countries in which our subsidiaries conduct business. These laws and regulations primarily are intended to protect clients and fund shareholders and generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws and regulations. Possible sanctions that may be imposed on us include the suspension of individual employees, limitations on engaging in business for specific periods, the revocation of the registration as an investment adviser or broker-dealer, censures and fines.

AB, AB Holding, the General Partner and ~~six~~five of our subsidiaries (Sanford C. Bernstein & Co., LLC (“SCB LLC”), ~~AllianceBernstein Global Derivatives Corporation,~~AB Broadly Syndicated Loan Manager LLC, AB Custom Alternative Solutions LLC, AB Private Credit Investors ~~LLC, W.P. Stewart & Co.,~~ LLC and W.P. Stewart Asset Management LLC) are registered with the SEC as investment advisers under the Investment Advisers Act. Additionally, AB Holding is an NYSE-listed company and, accordingly, is subject to applicable regulations promulgated by the NYSE. Also, AB, SCB LLC and AB Custom Alternative Solutions LLC are registered with the Commodity Futures Trading Commission (“CFTC”) as commodity pool operators and commodity trading advisers; SCB LLC also is registered with the CFTC as a commodities introducing broker.

Each U.S. Fund is registered with the SEC under the Investment Company Act and each Non-U.S. Fund is subject to the laws in the jurisdiction in which the fund is registered. For example, our platform of Luxembourg-based funds operates pursuant to Luxembourg laws and regulations, including Undertakings for the Collective Investment in Transferable Securities Directives, and is authorized and supervised by the Commission de Surveillance du Secteur Financier (“CSSF”), the primary regulator in Luxembourg. AllianceBernstein Investor Services, Inc., one of our subsidiaries, is registered with the SEC as a transfer and servicing agent.

SCB LLC and another of our subsidiaries, AllianceBernstein Investments, Inc., are registered with the SEC as broker-dealers, and both are members of the Financial Industry Regulatory Authority. In addition, SCB LLC is a member of the NYSE and other principal U.S. exchanges.

Many of our subsidiaries are subject to the oversight of regulatory authorities in the jurisdictions outside the United States in which they operate, including the Ontario Securities Commission, the Investment Industry Regulatory Organization of Canada, the European Securities and Markets Authority, the Financial Conduct Authority in the U.K., the CSSF in Luxembourg, the Financial Services Agency in Japan, the Securities & Futures Commission in Hong Kong, the Monetary Authority of Singapore, the Financial Services Commission in South Korea, ~~and~~ the Financial Supervisory Commission in ~~Taiwan.~~Taiwan and The Securities and Exchange Board of India. While these regulatory requirements often may be comparable to the requirements of the SEC and other U.S. regulators, they are sometimes more restrictive and may cause us to incur substantial expenditures of time and money related to our compliance efforts. For additional information relating to the regulations that impact our business, please refer to "Risk Factors" in Item 1A.

~~Iran Threat Reduction and Syria Human Rights Act~~

AB, AB Holding and their global subsidiaries had no transactions or activities requiring disclosure under the Iran Threat Reduction and Syria Human Rights Act, nor were they involved in the AXA Group matters ~~described immediately below~~.

The non-U.S. based subsidiaries of AXA operate in compliance with applicable laws and regulations of the various jurisdictions in which they operate, including applicable international (United Nations and European Union) laws and regulations. While AXA Group companies based and operating outside the United States generally are not subject to U.S. law, as an international group, AXA has in place policies and standards (including the AXA Group International Sanctions Policy) that apply to all AXA Group companies worldwide and often impose requirements that go well beyond local law. For additional information regarding AXA, ~~see "Principal Security Holders" in Item 12.~~

AXA has informed us that AXA Konzern AG, an AXA insurance subsidiary organized under the laws of Germany, provides car, accident and health insurance to diplomats based at the Iranian Embassy in Berlin, Germany. The total annual premium of these policies is approximately $181,000 before tax and the annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be $26,900. These policies were underwritten by a broker who specializes in providing insurance coverage for diplomats. Provision of motor vehicle insurance is mandatory in Germany and cannot be canceled until the policy expires.

In addition, AXA has informed us that AXA Insurance Ireland, an AXA insurance subsidiary, provides statutorily required car insurance under four separate policies to the Iranian Embassy in Dublin, Ireland. AXA has informed us that compliance with the Declined Cases Agreement of the Irish Government prohibits the cancellation of these policies unless another insurer is willing to assume the coverage. The total annual premium for these policies is approximately $6,094 and the annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be $914.

Also, AXA has informed us that AXA Sigorta, a subsidiary of AXA organized under the laws of Turkey, provides car insurance coverage for vehicle pools of the Iranian General Consulate and the Iranian Embassy in Istanbul, Turkey. Motor liability insurance coverage is mandatory in Turkey and cannot be canceled unilaterally. The total annual premium in respect of these policies is approximately $3,150 and the annual net profit, which is difficult to calculate with precision, is estimated to be $473.

Additionally, AXA has informed us that AXA Ukraine, an AXA insurance subsidiary, provides car insurance for the Attaché of the Iranian Embassy in Ukraine. Motor liability insurance coverage cannot be canceled under Ukrainian law. The total annual premium in respect of this policy is approximately $1,000 and the annual net profit, which is difficult to calculate with precision, is estimated to be $150.

AXA also has informed us that AXA Ubezpieczenia, an AXA insurance subsidiary organized under the laws of Poland, provides car insurance to two diplomats based at the Iranian embassy in Warsaw, Poland. Provision of motor vehicle insurance is mandatory in Poland. The total annual premium of these policies is approximately $676 and the annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be $101. This business had ceased by December 31, 2017.

In addition, AXA has informed us that AXA Winterthur, an AXA insurance subsidiary organized under the laws of Switzerland, provides Naftiran Intertrade, a wholly-owned subsidiary of the Iranian state-owned National Iranian Oil Company, with life, disability and accident coverage for its employees. The provision of these forms of coverage is mandatory for employees in Switzerland. The total annual premium of these policies is approximately $373,668 and the annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be $56,000.

Lastly, AXA has informed us that AXA Egypt, an AXA insurance subsidiary organized under the laws of Egypt, provides the Iranian state-owned Iran Development Bank, two life insurance contracts, covering individuals who have loans with the bank. The total annual premium of these policies is approximately $34,446 and annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be $3,500.

The aggregate annual premium for the above-referenced insurance policies is approximately $600,034, representing approximately 0.0006% of AXA’s 2017 consolidated revenues, which exceed $100 billion. The related net profit, which is difficult to calculate with precision, is estimated to be $88,038, representing approximately 0.001% of AXA’s 2017 aggregate net profit.

History and Structure

We have been in the investment research and management business for more than 50 years. Bernstein was founded in ~~1967;~~1967. Alliance Capital was founded in 1971 when the investment management department of Donaldson, Lufkin & Jenrette, Inc. (since November 2000, a part of Credit Suisse Group) merged with the investment advisory business of Moody’s Investors Service, Inc.

In April 1988, AB Holding “went public” as a master limited partnership. AB Holding Units, which trade under the ticker symbol ~~“AB”,~~“AB,” have been listed on the NYSE since that time.

In October 1999, AB Holding reorganized by transferring its business and assets to AB, a newly-formed operating partnership, in exchange for all of the AB Units (“Reorganization”). Since the date of the Reorganization, AB has conducted the business formerly conducted by AB Holding and AB Holding’s activities have consisted of owning AB Units and engaging in related

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activities. Unlike AB Holding Units, AB Units do not trade publicly and are subject to significant restrictions on transfer. The General Partner is the general partner of both AB and AB Holding.

In October 2000, our two legacy firms, Alliance Capital and Bernstein, combined, bringing together Alliance Capital’s expertise in growth equity and corporate fixed income investing and its family of retail mutual funds, with Bernstein’s expertise in value equity investing, tax-exempt fixed income management, and its Private Wealth Management and Bernstein Research Services businesses.

~~businesses. For additional details about this business combination,~~ ~~see Note 2 to AB’s consolidated financial statements in Item 8~~.

As of December 31, ~~2017,~~2020, the condensed ownership structure of AB is as follows (for a more complete description of our ownership structure, see “Principal Security Holders” in Item 12):

The General Partner owns 100,000 general partnership units in AB Holding and a 1% general partnership interest in AB. Including these general partnership interests, ~~AXA,~~EQH, directly and through certain of its subsidiaries (see “Principal Security Holders” in Item 12), had an approximate ~~64.7%~~64.8% economic interest in AB as of December 31, ~~2017.~~2020.

Competition

We compete in all aspects of our business with numerous investment management firms, mutual fund sponsors, brokerage and investment banking firms, insurance companies, banks, savings and loan associations, and other financial institutions that often provide investment products ~~that have~~with similar features and objectives as those we offer. Our competitors offer a wide range of financial services to the same customers that we seek to serve. Some of our competitors are larger, have a broader range of product choices and investment capabilities, conduct business in more markets, and have substantially greater resources than we do. These factors may place us at a competitive disadvantage, and we can give no assurance that our strategies and efforts to maintain and enhance our current client relationships, and create new ones, will be successful.

In addition, ~~AXA~~EQH and its subsidiaries provide financial services, some of which compete with those we offer. The AB Partnership Agreement specifically allows ~~AXA~~EQH and its subsidiaries (other than the General Partner) to compete with AB and to pursue opportunities that may be available to us. ~~AXA, AXA Equitable Holdings, AXA Financial, AXA Equitable~~EQH and certain of ~~their respective~~its subsidiaries have substantially greater financial resources than we do and are not obligated to provide resources to us.

To grow our business, we believe we must be able to compete effectively for AUM. Key competitive factors include:

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•			our investment performance for clients;
•			our commitment to place the interests of our clients first;
•			the quality of our research;
•			our ability to attract, motivate and retain highly skilled, and often highly specialized, personnel;
•			the array of investment products we offer;
•			the fees we charge;
•			Morningstar/Lipper rankings for the AB Funds;
•			our ability to sell our actively-managed investment services despite the fact that many investors favor passive services;
•			our operational effectiveness;
•			our ability to further develop and market our brand; and
•			our global presence.

Competition is an important risk that our business faces and should be considered along with the other factors we discuss in “Risk Factors” in Item 1A.

Available Information

AB and AB Holding file or furnish annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to such reports, and other reports (and amendments thereto) required to comply with federal securities laws, including Section 16 beneficial ownership reports on Forms 3, 4 and 5, registration statements and proxy statements. We maintain an Internet site (http://www.alliancebernstein.com) where the public can view these reports, free of charge, as soon as reasonably practicable after each report is filed with, or furnished to, the SEC. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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Item 1A.Risk Factors

Please consider this section along with the description of our business in Item 1, the competition section immediately above and AB’s financial information contained in Items 6, 7 and 8. The majority of the risk factors discussed below directly affect AB. These risk factors also affect AB Holding because AB Holding’s principal source of income and cash flow is attributable to its investment in AB. See also “Cautions Regarding Forward-Looking Statements” in Item 7.

Business-related Risks, including risks relating to COVID-19

Our revenues and results of operations depend on the market value and composition of our AUM, which can fluctuate significantly based on various factors, including many factors outside of our control.

We derive most of our revenues from investment advisory and services fees, which typically are calculated as a percentage of the value of AUM as of a specified date, or as a percentage of the value of average AUM for the applicable billing period, and vary with the type of investment service, the size of the account and the total amount of assets we manage for a particular client. The value and composition of our AUM can be adversely affected by several factors, including:

•Market Factors. The dramatic securities market declines experienced during March 2020, which resulted from the global effects of COVID-19, caused a significant reduction in our AUM. Markets and AUM levels have since recovered to new highs following unprecedented, coordinated monetary and fiscal policy support and, more recently, the approval of vaccines to help remedy the global pandemic. However, we recognize that, due to continued uncertainty associated with these circumstances, markets may remain volatile and, accordingly, there remains risk of a significant reduction in our revenues and net income in future periods, particularly if the negative effects on the global economy from COVID accelerate.

Global economies and financial markets are increasingly interconnected, which increases the probability that conditions in one country or region might adversely impact a different country or region. Conditions affecting the general economy, including political, social or economic instability at the local, regional or global level, such as the civil unrest centered around racial inequity experienced across the U.S. during the second, third and fourth quarters of 2020, and the riot experienced in Washington D.C. in January 2021 surrounding the transition to a new Presidential administration, may also affect the market value of our AUM. Health crises, such as the COVID-19 pandemic, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism (whether foreign or domestic), power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have had and may in the future have a significant adverse effect on financial markets and our AUM, revenues and net income. Furthermore, the preventative and protective health-related actions, such as business activity suspensions and population lock-downs, that governments have taken, and may continue to take, in response to COVID-19 have resulted, and may continue to result, in periods of business interruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations. These circumstances have caused, and may continue to cause, significant economic disruption and high levels of unemployment, which will adversely affect the financial condition and results of operations of many of the companies in which we invest, and likely reduce the market value of their securities and thus our AUM and revenues. Furthermore, the significant market volatility and uncertainty, and reductions in the availability of margin financing, we experienced during the first quarter of 2020 severely limited the liquidity of certain asset backed and other securities, making it at times impossible to sell these securities at prices reflecting their true economic value. While liquidity conditions have improved considerably since the first quarter following the stimulus programs announced by the U.S. Federal Reserve and U.S. Treasury, we recognize the possibility that conditions could deteriorate in the future. Lack of liquidity makes it more difficult for our funds to meet redemption requests. If liquidity were to worsen, this may have a significant adverse effect on our AUM, revenues and net income in the future.

•Client Preferences. Generally, our clients may withdraw their assets at any time and on short notice. Also, changing market dynamics and investment trends, particularly with respect to sponsors of defined benefit plans choosing to invest in less risky investments and the ongoing shift to lower-fee passive services described below, may continue to reduce interest in some of the investment products we offer, and/or clients and prospects may continue to seek investment products that we may not currently offer. Loss of, or decreases in, AUM reduces our investment advisory and services fees and revenues.

•Our Investment Performance. Our ability to achieve investment returns for clients that meet or exceed investment returns for comparable asset classes and competing investment services is a key consideration when clients decide to keep their assets with us or invest additional assets, and when a prospective client is deciding whether to invest with

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•	~~Market Factors~~. After the uncertainties of 2016, global equity markets increased substantially in 2017 while fixed income markets also rose, as the global economic recovery gained momentum and breadth. However, since the end of 2017, volatility has increased significantly as investors' concerns over rising interest rates and their effect on the pace of economic growth have become more prevalent. Other issues continue to concern global investors as well, including the effect of new U.S. tax legislation, rising inflation, the Brexit negotiations, implementation of MiFID II and slowing asset purchases by the European Central Bank in Europe, and the pace of growth in China. These factors, and the market volatility they cause, may adversely affect our AUM and revenues.
•	~~Client Preferences~~. Generally, our clients may withdraw their assets at any time and on short notice. Also, changing market dynamics and investment trends, particularly with respect to sponsors of defined benefit plans choosing to invest in less risky investments and the ongoing shift to lower-fee passive services ~~described below~~, may continue to reduce interest in some of the investment products we offer, and/or clients and prospects may continue to seek investment products that we may not currently offer. Loss of, or decreases in, AUM reduces our investment advisory and services fees and revenues.
•	~~Our Investment Performance~~. Our ability to achieve investment returns for clients that meet or exceed investment returns for comparable asset classes and competing investment services is a key consideration when clients decide to keep their assets with us or invest additional assets, and when a prospective client is deciding whether to invest with us. Poor investment performance, both in absolute terms and/or relative to peers and stated benchmarks, may result in clients withdrawing assets and prospective clients choosing to invest with competitors.
•	~~Investing Trends. Our fee rates can vary significantly among the various investment products and services we offer to our clients (see “Net Revenues” in Item 7~~ ~~for additional information regarding our fee rates); our fee realization rate fluctuates as clients shift assets between accounts or products with different fee structures.~~
•	~~Service Changes~~. We may be required to reduce our fee levels, restructure the fees we charge and/or adjust the services we offer to our clients because of, among other things, regulatory initiatives (whether industry-wide or specifically targeted), changing technology in the asset management business (including algorithmic strategies and emerging financial technology), court decisions and competitive considerations. A reduction in fees would reduce our revenues.

•Investing Trends. Our fee rates can vary significantly among the various investment products and services we offer to our clients (see “Net Revenues” in Item 7 for additional information regarding our fee rates); our fee realization rate fluctuates as clients shift assets between accounts or products with different fee structures.

•Service Changes. We may be required to reduce our fee levels, restructure the fees we charge and/or adjust the services we offer to our clients because of, among other things, regulatory initiatives (whether industry-wide or specifically targeted), changing technology in the asset management business (including algorithmic strategies and emerging financial technology), court decisions and competitive considerations. A reduction in fee levels would reduce our revenues.

A decrease in the value of our AUM, or a decrease in the amount of AUM we manage, or an adverse mix shift in our AUM and/or a reduction in the level of fees we charge would adversely affect our investment advisory ~~and services~~ fees and revenues. A reduction in revenues, without a commensurate reduction in expenses, adversely affects our results of operations.

The industry-wide shift from actively-managed investment services to passive services has adversely affected our investment advisory and services fees, revenues and results of operations, and this trend may continue.

Our competitive environment has become increasingly difficult over the past decade, as active managers, which invest based on individual security selection, have, on average, consistently underperformed passive services, which invest based on market indices. ~~Although~~Active performance relative to benchmarks in the ~~investment performance~~first half of 2020 remained mixed, with 51% of active managers ~~improved in 2017, they~~outperforming their passive benchmarks for the six months ended June 30, 2020 (latest data available). Non-U.S. stock active funds fared better with 60% outperforming benchmarks, while 48% of U.S. stock active funds outperformed and just 40% of active bond funds outperformed their benchmarks. Also, results varied among growth, value and core managers.

Demand for passive strategies persisted, and while active equity managers continued to struggle to attract new assets, asflows to active fixed income managers remained positive. In the ~~popularity~~U.S., total industry-wide active mutual fund outflows of ~~passive strategies persisted.~~$196 billion in 2020 increased from net outflows of $12 billion in 2019. Active equity ~~net~~U.S. mutual fund outflows ~~from~~of $338 billion in 2020 increased by 23% year-over-year. Active fixed income U.S. mutual funds showed continued strength with inflows of ~~$201~~$246 billion in ~~2017~~2020, though they decreased 9% from $271 billion in 2019. Fixed income active flows were ~~about one-third lower than~~positive in each quarter in 2020 following the ~~total~~sell-off in ~~2016, but~~March 2020. Total industry-wide passive ~~equity~~mutual fund inflows of ~~$464~~$361 billion ~~increased 49% during 2017. In addition, in U.S. active fixed income funds, net~~declined by 20% from last year's inflows of $220 billion more than doubled compared to 2016, but U.S. fixed income passive net inflows, which totaled $215 billion, increased 40% in 2017. In total, U.S. retail passive net inflows of $692 billion in 2017 represented a new all-time high. The most recent data available for U.S. institutions (through September 30,

2017) indicates a similar trend. Total industry active equity and fixed income net outflows for the year-to-date through September 30, 2017 were $69 billion, which, while down substantially compared to 2016, still resulted in the active share of total industry assets decreasing from 76% to 75%. Further, passive inflows of $107 billion through September 30, 2017 already had exceeded the full-year 2016 total of $85 billion and increased the passive share of total industry assets from 24% to 25%.$450 billion. In this environment, organic growth through positive net inflows is difficult to achieve for active managers, such as AB, and requires taking market share from other active managers.

The significant shift from active services to passive services adversely affects Bernstein Research Services revenues as well. ~~Global~~While global market trading volumes ~~have declined~~increased in 2020 due to higher market volatility, predominantly relating to COVID, the broader trend in recent years ~~and~~has been declines, which we would expect ~~this~~ to continue, fueled by persistent active equity outflows and passive equity inflows. As a result, portfolio turnover has ~~decreased~~declined and investors hold fewer shares that are actively traded by managers.

Our reputation could suffer if we are unable to deliver consistent, competitive investment performance.

Our business is based on the trust and confidence of our clients. Damage to our reputation, resulting from poor or inconsistent investment performance, among other factors, can reduce substantially our AUM and impair our ability to maintain or grow our business.

~~Maintaining adequate liquidity for our general business needs depends on certain factors, including operating cash flows~~EQH and ~~our access~~its subsidiaries, and to ~~credit on reasonable terms.~~

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 AUM and other factors beyond our control. Our ability to issue public or private debt on reasonable terms may be limited by adverse market conditions, our profitability, our creditworthiness as perceived by lenders and changes in government regulations, including tax rates and interest rates. Furthermore, our access to credit on reasonable terms is partially dependent on our firm’s credit ratings.

~~Both Moody’s Investors Service, Inc. and Standard & Poor's Rating Service recently affirmed AB’s long-term and short-term credit ratings and indicated~~ a stable outlook in 2018. Future changes in our credit ratings are possible and any downgrade to our ratings is likely to increase our borrowing costs and limit our access to the capital markets. If this occurs, we may be forced to incur unanticipated costs or revise our strategic plans, which could have a material adverse effect on our financial condition, results of operations and business prospects.

lesser extent AXA and its ~~affiliates, including AXA Equitable Holdings,~~subsidiaries, provide a significant amount of our AUM and fund a significant portion of our seed investments, and if ~~they choose to~~our agreements with them terminate ~~their investment advisory agreements~~ or they withdraw capital support, whether as a result of ~~AXA Equitable Holdings's planned initial~~EQH's public ~~offering ("IPO")~~offerings since 2018 or another factor, it could have a material adverse effect on our business, results of operations and/or financial condition.

~~AXA~~EQH (our parent company) and its ~~affiliates, including AXA Equitable Holdings, collectively are~~subsidiaries is our largest client. ~~AXA Equitable Holdings~~Our EQH affiliates represented ~~17%~~approximately 19%, of our ~~total~~ AUM as of December 31, ~~2017~~2020, and we earned approximately 3% of our net revenues ~~for the year ended December 31, 2017.~~from services we provided to them in 2020. Also, AXA and its ~~affiliates other than AXA Equitable Holdings~~subsidiaries represented 6%approximately 3% of our ~~total~~ AUM as of December 31, ~~2017~~2020, and we earned approximately 2% of our net revenues ~~for the year ended December 31, 2017.~~from services we provided to them in 2020. Our related investment management agreements ~~with these affiliates~~ are terminable at any time or on short notice by either party, and ~~none of these affiliates are~~neither EQH nor AXA is under any obligation to maintain any level of AUM with us. A material adverse effect on our business, results of operations and/or financial condition could result if ~~AXA Equitable Holdings or AXA and its other affiliates~~EQH were to terminate ~~their~~its investment management agreements with us.

~~Further, while~~

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During the second quarter of 2018, AXA completed the sale of a minority stake in EQH through an initial public offering ("IPO"). Since then, AXA has completed additional offerings and taken other steps, most recently during the fourth quarter of 2019. As a result, AXA owned less than 10% of the outstanding common stock of EQH as of December 31, 2020.

While we ~~currently~~ cannot at this time predict the ~~eventual~~full impact ~~if any,~~ on usAB of ~~AXA Equitable Holdings’s planned IPO,~~this transaction, such impact ~~could include~~has included a reduction in the support AXA ~~has~~ provided to usAB in the past with respect to ~~our~~AB's investment management business, resulting in a modest decrease toin our revenues and ability to initiate new investment services. Also, ~~we rely~~AB relies on AXA, including its subsidiary, AXA Business Services, for ~~a number of~~several significant services, and ~~we benefit~~AB has benefited from ~~our~~its affiliation with AXA in certain common vendor relationships. ~~These~~Some of these arrangements ~~may~~have changed, and others are expected to change, with ~~possible negative~~immaterial financial implications for ~~us.~~AB.

~~We may be unable to continue to attract, motivate and retain key personnel, and the cost to retain key personnel could put pressure on our adjusted operating margin.~~

Our business depends on our ability to attract, motivate and retain highly skilled, and often highly specialized, technical, investment, managerial and executive personnel and there is no assurance that we will be able to do so.

The market for these professionals is extremely competitive. They often maintain strong, personal relationships with investors in our products and other members of the business community so their departure may cause us to lose client accounts or result in fewer opportunities to win new business, either of which factors could have a material adverse effect on our results of operations and business prospects.

Additionally, a decline in revenues may limit our ability to pay our employees at competitive levels, and maintaining (or increasing) compensation without a revenue increase, in order to retain key personnel, may adversely affect our adjusted operating margin. As a result, we remain vigilant about aligning our cost structure (including headcount) with our revenue base. For additional information regarding our compensation practices, ~~see "Compensation Discussion and Analysis" in Item 11.~~

~~Also, while the impact on AB from our firm’s relocation strategy (see “Relocation Strategy” in Item 7~~) is not yet known, the uncertainty created by these circumstances could have a significant adverse effect on AB’s ability to motivate and retain current employees. Further, significant managerial and operational challenges could arise if AB experiences significantly greater attrition among current employees than the firm anticipates in connection with the relocation.

Our business is dependent on investment advisory agreements with clients, and selling and distribution agreements with various financial intermediaries and consultants, which generally are subject to termination or non-renewal on short notice.

We derive most of our revenues pursuant to written investment management agreements (or other arrangements) with institutional investors, mutual funds and private wealth clients, and selling and distribution agreements with financial intermediaries that distribute AB Funds. Generally, the investment management agreements (and other arrangements), including our agreements with ~~AXA~~EQH and its subsidiaries, are terminable at any time or upon relatively short notice by either party. The investment management agreements pursuant to which we manage the U.S. Funds must be renewed and approved by the Funds’ boards of directors annually. A significant majority of the directors are independent. Consequently, there can be no assurance that the board of directors of each fund will approve the fund’s investment management agreement each year, or will not condition its approval on revised terms that may be adverse to us. In addition, investors in AB Funds can redeem their investments without notice. Any termination of, or failure to renew, a significant number of these agreements, or a significant increase in redemption rates, could have a material adverse effect on our results of operations and business prospects.

Similarly, the selling and distribution agreements with securities firms, brokers, banks and other financial intermediaries ~~(including our agreement with HSBC, with respect to which HSBC was responsible for approximately 9% of our open-end AB Fund sales in 2017)~~ are terminable by either party upon notice (generally 30 days) and do not obligate the financial intermediary to sell any specific amount of fund shares. These intermediaries generally offer their clients investment products that compete with our products. In addition, certain institutional investors rely on consultants to advise them about choosing an investment adviser and some of our services may not be considered among the best choices by these consultants. As a result, investment consultants may advise their clients to move their assets invested with us to other investment advisers, which could result in significant net outflows.

Lastly, our Private Wealth Services rely on referrals from financial planners, registered investment advisers and other professionals. We cannot be certain that we will continue to have access to, or receive referrals from, these third parties. Loss of such access or referrals could have a material adverse effect on our results of operations and business prospects.

Performance-based fee arrangements with our clients may cause greater fluctuations in our net revenues.

We sometimes charge our clients performance-based fees, whereby we charge a base advisory fee and are eligible to earn an additional performance-based fee or incentive allocation that is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. Some performance-based fees include a high-watermark provision, which generally provides that if a client account ~~underperforms~~under-performs relative to its performance target (whether in absolute terms or relative to a specified benchmark), it must gain back such ~~underperformance~~under-performance before we can collect future performance-based fees. Therefore, if we fail to achieve the performance target for a particular period, we will not earn a performance-based fee for that period and, for accounts with a high-watermark provision, our ability to earn future performance-based fees will be impaired.

We are eligible to earn performance-based fees on ~~7.1%~~6.0%, ~~4.1%~~8.5% and ~~0.7%~~0.8% of the assets we manage for institutional clients, private wealth clients and retail clients, respectively (in total, 4.4% of our AUM). If the percentage of our AUM subject to performance-based fees increases, seasonality and volatility of revenue and earnings are likely to become more significant. Our performance-based fees ~~in 2017, 2016 and 2015~~ were ~~$94.8~~$132.6 million, ~~$32.8~~$99.6 million and ~~$23.7~~$118.1 million in 2020, 2019 and 2018, respectively.

~~An impairment of goodwill~~The revenues generated by Bernstein Research Services may ~~occur.~~

Electronic, or “low-touch,” trading represents a significant percentage of buy-side trading activity and typically produces transaction fees that are significantly lower than the price of an AB Holding Unit is just one factor in the calculation of fair value, if AB Holding Unit price levels decline significantly, reaching the conclusion that fair value exceeds carrying value will, over time, become more difficult. In addition, control premiums, industry earnings multiples and discount rates are impacted by economic conditions.traditional full service fee rates. As a result, ~~subsequent impairment tests~~blended pricing throughout our industry is lower now than it was historically, and price declines may ~~occur more frequently~~ continue. In addition, fee rates we charge

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and ~~be based on more negative assumptions~~charged by other brokers for brokerage services have historically experienced price pressure, and ~~future cash flow projections,~~we expect these trends to continue. Also, while increases in transaction volume and market share often can offset decreases in rates, this may ~~result in an impairment~~not continue.

In addition, the failure or inability of ~~goodwill. An impairment may result in a material charge to our earnings. For additional information about our impairment testing,~~ ~~see Item 7~~.

~~We may engage in strategic transactions that could pose risks.~~

~~As part~~any of our ~~business strategy, we consider potential strategic transactions, including acquisitions, dispositions, mergers, consolidations, joint ventures~~broker-dealer's significant counterparties to perform could expose us to substantial expenditures and ~~similar transactions, some of which may be material. These transactions, if undertaken, may involve a number of risks and present financial, managerial and operational challenges, including:~~



•	~~adverse effects on our earnings if acquired intangible assets or goodwill become impaired;~~
•	~~existence of unknown liabilities or contingencies that arise after closing;~~
•	~~potential disputes with counterparties; and~~
•	~~potential dilution to our existing unitholders, if we fund the purchase price of a transaction with AB Units or AB Holding Units~~

Acquisitions also pose the risk that any business we acquire may lose customers or employees or could underperform relative to expectations. Additionally, the loss of investment personnel poses the risk that we may lose the AUM we expected to manage, which could adversely affect our ~~results~~revenues. For example, SCB LLC, as a member of ~~operations. Furthermore, strategic transactions may require~~clearing and settlement organizations, would be required to settle open trades of any non-performing counterparty. This exposes us to ~~increase~~the mark-to-market adjustment on the trades between trade date and settlement date, which could be significant, especially during periods of severe market volatility. Also, our ~~leverage or, if we issue AB Units or AB Holding Units~~ability to ~~fund an acquisition, would dilute~~access liquidity in such situations may be limited by what our funding relationships are able to offer us at such times.

We discuss the ~~holdings~~risks associated with the second installment of ~~our existing Unitholders.~~the Markets in Financial Instruments Directive II (“MiFID II”) below in "Legal and Regulatory-related Risks" in this Item 1A.

Fluctuations in the exchange rates between the U.S. dollar and various other currencies can adversely affect our AUM, revenues and results of ~~operations.~~operations.

Although significant portions of our net revenues and expenses, as well as our AUM, presently are denominated in U.S. dollars, we have subsidiaries and clients outside of the United States with functional currencies other than the U.S. dollar. Weakening of these currencies relative to the U.S. dollar adversely affects the value in U.S. dollar terms of our revenues and our AUM denominated in these other currencies. Accordingly, fluctuations in U.S. dollar exchange rates affect our AUM, revenues and reported financial results from one period to the next.

We may not be successful in our efforts to hedge our exposure to such fluctuations, which could negatively impact our revenues and reported financial results.

Our seed capital investments are subject to market risk. While we enter into various futures, forwards, swap and option contracts to economically hedge many of these investments, we also may be exposed to market risk and credit-related losses in the event of non-performance by counterparties to these derivative instruments.

We have a seed investment program for the purpose of building track records and assisting with the marketing initiatives pertaining to our firm's new products. These seed capital investments are subject to market risk. Our risk management team oversees a seed hedging program that attempts to minimize this risk, subject to practical and cost considerations. Also, not all seed investments are deemed appropriate to hedge, and in those cases we are exposed to market risk. In addition, we may be subject to basis risk in that we cannot always hedge with precision our market exposure and, as a result, we may be subject to relative spreads between market sectors. As a result, volatility in the capital markets may cause significant changes in our period-to-period financial and operating results.

We use various derivative instruments, including futures, forwards, swap and option contracts, in conjunction with our seed hedging program. While in most cases broad market risks are hedged, our hedges are imperfect and some market risk remains. In addition, our use of derivatives results in counterparty risk (i.e., the risk that we may be exposed to credit-related losses in the event of non-performance by counterparties to these derivative instruments), regulatory risk (e.g., short selling restrictions)

and cash/synthetic basis risk (i.e., the risk that the underlying positions do not move identically to the related derivative instruments).

We may engage in strategic transactions that could pose risks.

~~The revenues generated by Bernstein Research Services~~As part of our business strategy, we consider potential strategic transactions, including acquisitions, dispositions, mergers, consolidations, joint venture partnerships and similar transactions, some of which may be ~~adversely affected by circumstances beyond~~material. These transactions, if undertaken, may involve various risks and present financial, managerial and operational challenges, including:.

•adverse effects on our ~~control, including declines in brokerage transaction rates, declines in global market volumes, failure~~earnings if acquired intangible assets or goodwill become impaired;

•existence of unknown liabilities or contingencies that arise after closing;

•potential disputes with counterparties; and

•the possible need for us to ~~settle~~increase our ~~trades by significant counterparties and~~firm's leverage or, if we fund the ~~effects of MiFID II.~~

Electronic, or “low-touch”, trading represents a significant percentage of buy-side trading activity and typically produce transaction fees for execution-only services that are approximately one-third thepurchase price of ~~traditional full service fee rates. As~~ a ~~result, blended pricing throughout~~transaction with AB Units or AB Holding Units, likely dilution to our ~~industry is lower now than it was historically, and price declines~~existing unitholders.

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Acquisitions also pose the risk that any business we acquire may ~~continue. In addition, fee rates~~lose customers or employees or could under-perform relative to expectations. Additionally, the loss of investment personnel poses the risk that we ~~charge and charged by other brokers for traditional brokerage services have historically experienced price pressure, and~~may lose the AUM we ~~expect these trends~~expected to ~~continue. Also, while increases in transaction volume and market share often can offset decreases in rates, this may not continue.~~

~~In addition, the failure or inability of any of our broker-dealer's significant counterparties to perform~~manage, which could ~~expose us to substantial expenditures and~~ adversely affect our ~~revenues. For example, SCB LLC, as a member~~results of clearing and settlement exchanges, would be required to settle open trades of any non-performing counterparty. This exposes us to the mark-to-market adjustment on the trades between trade date and settlement date, which could be significant, especially during periods of severe market volatility. Also, our ability to access liquidity in such situations may be limited by what our funding relationships are able to offer us at such times.operations.

~~We discuss the risks associated with the second installment of the Markets in Financial Instruments Directive II (“MiFID II~~”) ~~below in this Item 1A.~~

~~The individuals, third-party vendors or issuers on whom we rely to perform services for us or our clients may be unable or unwilling to honor their contractual obligations to us.~~

We rely on various counterparties and other third-party vendors to augment our existing investment, operational, financial and technological capabilities, but the use of a third-party vendor does not diminish AB's responsibility to ensure that client and regulatory obligations are met. Default rates, credit downgrades and disputes with counterparties as to the valuation of collateral increase significantly in times of market stress. Disruptions in the financial markets and other economic challenges may cause our counterparties and other third-party vendors to experience significant cash flow problems or even render them insolvent, which may expose us to significant costs and impair our ability to conduct business.

Weaknesses or failures within a third-party vendor's internal processes or systems, or inadequate business continuity plans, can materially disrupt our business operations. Also, third-party vendors may lack the necessary infrastructure or resources to effectively safeguard our confidential data. If we are unable to effectively manage the risks associated with such third-party relationships, we may suffer fines, disciplinary action and reputational damage.

We may not accurately value the securities we hold on behalf of our clients or our company investments.

In accordance with applicable regulatory requirements, contractual obligations or client direction, we employ procedures for the pricing and valuation of securities and other positions held in client accounts or for company investments. We have established a Valuation Committee, ~~composed~~consisting of senior officers and employees, which oversees pricing controls and valuation processes. If market quotations for a security are not readily available, the Valuation Committee determines a fair value for the security.

Extraordinary volatility in financial markets, significant liquidity constraints or our failure to adequately consider one or more factors when determining the fair value of a security based on information with limited market observability could result in our failing to properly value securities we hold for our clients or investments accounted for on our balance sheet. Improper valuation likely would result in our basing fee calculations on inaccurate AUM figures, our striking incorrect net asset values for company-sponsored mutual funds or hedge funds or, in the case of company investments, our inaccurately calculating and reporting our financial condition and operating results. Although the overall percentage of our AUM that we fair value based on information with limited market observability is not significant, inaccurate fair value determinations can harm our clients, create regulatory issues and damage our reputation.

We may not have sufficient information to confirm or review the accuracy of valuations provided to us by underlying external managers for the funds in which certain of our alternative investment products invest.

Certain of our alternative investment services invest in funds managed by external managers (“External Managers”) rather than investing directly in securities and other instruments. As a result, our abilities will be limited with regard to (i) monitoring such investments, (ii) regularly obtaining complete, accurate and current information with respect to such investments and (iii) exercising control over such investments. Accordingly, we may not have sufficient information to confirm or review the accuracy of valuations provided to us by External Managers. In addition, we will be required to rely on External Managers’ compliance with any applicable investment guidelines and restrictions. Any failure of an External Manager to operate within such guidelines or to provide accurate information with respect to the investment could subject our alternative investment products to losses and cause damage to our reputation.

The quantitative models we use in certain of our investment services may contain errors, resulting in imprecise risk assessments and unintended output.

We use quantitative models in a variety of our investment services, generally in combination with fundamental research. These models are developed by senior quantitative professionals and typically are implemented by IT professionals. Our Model Risk Oversight Committee oversees the model governance framework and associated model review activities, which are then executed by our Model Risk Team. However, due to the complexity and large data dependency of such models, it is possible that errors in the models could exist and our controls could fail to detect such errors. Failure to detect errors could result in client losses and reputational damage.

The financial services industry is intensely competitive.

We ~~may not always successfully manage actual~~compete on the basis of a number of factors, including our investment performance for our clients, our array of investment services, innovation, reputation and ~~potential conflicts of interest that arise~~price. By having a global presence, we often face competitors with more experience and more established relationships with clients, regulators and industry participants in ~~our business.~~

~~Increasingly, we must manage actual and potential conflicts of interest, including situations where our services to a particular client conflict, or are perceived to conflict, with~~ the ~~interests of another client. Failure to adequately address potential conflicts of interest~~relevant market, which could adversely affect our ~~reputation,~~ability to expand. Furthermore, if we are unable to maintain and/or continue to improve our investment performance, our client flows may be adversely affected, which may make it more difficult for us to compete effectively.

Also, increased competition could reduce the demand for our products and services, which could have a material adverse effect on our financial condition, results of operations and business prospects. For additional information regarding competitive factors, see “Competition” in Item 1.

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Human Capital-related Risks

We may be unable to continue to attract, motivate and retain key personnel, and the cost to retain key personnel could put pressure on our adjusted operating margin.

Our business depends on our ability to attract, motivate and retain highly skilled, and often highly specialized, technical, investment, managerial and executive personnel, and there is no assurance that we will be able to do so.

Additionally, a decline in revenues may limit our ability to pay our employees at competitive levels, and maintaining (or increasing) compensation without a revenue increase, in order to retain key personnel, may adversely affect our adjusted operating margin. As a result, we remain vigilant about aligning our cost structure (including headcount) with our revenue base. For additional information regarding our compensation practices, see "Compensation Discussion and Analysis" in Item 11.

Our process of relocating our headquarters may not be executed as we envision.

We have ~~procedures~~announced that we will establish our corporate headquarters in and ~~controls that~~relocate approximately 1,250 jobs located in the New York metropolitan area to Nashville, Tennessee (for additional information, see “Relocation Strategy” in Item 7). Although the eventual impact on AB from this process is not yet known, the uncertainty created by these circumstances could have a significant adverse effect on AB’s ability to motivate and retain current employees. Further significant managerial and operational challenges could arise, such as ineffective transfer of institutional knowledge from current employees to newly-hired employees, if AB experiences significantly greater attrition among current employees than the firm anticipates in connection with the relocation and/or if the firm encounters more difficulty than expected in hiring qualified employees to help staff our Nashville headquarters.

Additionally, our estimates for both the transition costs and the corresponding expense savings relating to our headquarters relocation, which we discuss in more detail in “Relocation Strategy” in Item 7, are ~~designed~~based on our current assumptions of employee relocation costs, severance, and overlapping compensation and occupancy costs. If our assumptions turn out to ~~identify~~be inaccurate, our adjusted net revenues and ~~mitigate conflicts of interest, including those designed to prevent the improper sharing of information. However, appropriately managing conflicts of interest is complex. Our reputation~~adjusted operating income could be ~~damaged~~adversely affected.

Operational, Technology and the willingness of clients to enter into transactions in which such a conflict might arise may be affected if we fail, or appear to fail, to deal appropriately with actual or perceived conflicts of interest. In addition, potential or perceived conflicts could give rise to litigation or regulatory enforcement actions.Cyber-related Risks

Technology failures and disruptions, including failures to properly safeguard confidential information, can significantly constrain our operations and result in significant time and expense to remediate, which could result in a material adverse effect on our results of operations and business prospects.

We are highly dependent on software and related technologies throughout our business, including both proprietary systems and those provided by third-party vendors. We use our technology to, among other things, obtain securities pricing information, process client transactions, store and maintain data, and provide reports and other services to our clients. Despite our protective measures, including measures designed to effectively secure information through system security technology and established and tested business continuity plans, we may still experience system delays and interruptions as a result of natural disasters, hardware failures, software defects, power outages, acts of war and third-party failures. We cannot predict with certainty all of the adverse effects that could result from our failure, or the failure of a third party, to efficiently address and resolve these delays and interruptions. These adverse effects could include the inability to perform critical business functions or failure to comply with financial reporting and other regulatory requirements, which could lead to loss of client confidence, reputational damage, exposure to disciplinary action and liability to our clients.

Many of the software applications that we use in our business are licensed from, and supported, upgraded and maintained by, third-party vendors. A suspension or termination of certain of these licenses or the related support, upgrades and maintenance could cause temporary system delays or interruption. Additionally, technology rapidly evolves and we cannot guarantee that our competitors may not implement more advanced technology platforms for their products and services, which may place us at a competitive disadvantage and adversely affect our results of operations and business prospects.

Also, we could be subject to losses if we fail to properly safeguard sensitive and confidential information. As part of our normal operations, we maintain and transmit confidential information about our clients as well as proprietary information relating to

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our business operations. Although we take protective measures, our systems still could be vulnerable to cyber attack or other forms of unauthorized access (including computer viruses) that have a security impact, such as an authorized employee or

vendor inadvertently or intentionally causing us to release confidential or proprietary information. Such disclosure could, among other things, allow competitors access to our proprietary business information and require significant time and expense to investigate and remediate the breach. Moreover, loss of confidential client information could harm our reputation and subject us to liability under laws that protect confidential personal data, resulting in increased costs or loss of revenues.

Any significant security breach of our information and cyber security infrastructure, as well as our failure to properly escalate and respond to such an incident, may significantly harm our operations and reputation.

It is critical that we ensure the continuity and effectiveness of our information and cyber security infrastructure, policies, procedures and capabilities to protect our computer and telecommunications systems and the data that reside on or are transmitted through them and contracted third-party systems. Although we take protective measures, including measures to effectively secure information through system security technology, our technology systems may still be vulnerable to unauthorized access, supply chain attacks, computer viruses or other events that have a security impact, such as an external attack by one or more cyber criminals (including phishing attacks attempting to obtain confidential information and ransomware attacks attempting to block access to a computer system until a sum of money is paid), which could materially harm our operations and reputation. Additionally, while we take precautions to password protect and encrypt our laptops and sensitive information on our other mobile electronic devices, if such devices are stolen, misplaced or left unattended, they may become vulnerable to hacking or other unauthorized use, creating a possible security risk and resulting in potentially costly actions by us.

Furthermore, although we maintain a robust cyber security infrastructure and incident preparedness strategy, which we test periodically, we may be unable to respond, both internally and externally, to a cyber incident in a sufficiently expeditious manner. Any such failure could cause significant harm to our reputation and result in litigation, regulatory scrutiny and/or significant remediation costs.

Unpredictable events, including climate change, outbreak of infectious disease, natural disaster, dangerous weather conditions, technology failure, terrorist attack and political unrest, may adversely affect our ability to conduct business.

War, terrorist attack, political unrest, power failure, climate change, natural disaster and rapid spread of infectious ~~diseases~~disease (such as the ongoing COVID-19 pandemic) could interrupt our operations by:



•	~~causing disruptions in global economic conditions, thereby decreasing investor confidence and making investment products generally less attractive;~~
•	~~inflicting loss of life;~~
•	~~triggering large-scale technology failures or delays;~~
•	~~breaching our information and cyber security infrastructure; and~~
•	~~requiring substantial capital expenditures and operating expenses to remediate damage and restore operations.~~

•causing disruptions in global economic conditions, thereby decreasing investor confidence and making investment products generally less attractive;

•inflicting loss of life;

•triggering large-scale technology failures or delays;

•breaching our information and cyber security infrastructure; and

•requiring substantial capital expenditures and operating expenses to remediate damage and restore operations.

Despite the contingency plans and facilities we have in place, including system security measures, information back-up and disaster recovery processes, our ability to conduct business, including in key business centers where we have significant operations, such as New York City, London, England, and Nashville, Tennessee, may be adversely affected by a disruption in the infrastructure that supports our operations and the communities in which they are located. This may include a disruption involving electrical, communications, transportation or other services we may use or third parties with which we conduct business. If a disruption occurs in one location and our employees in that location are unable to occupy our offices or communicate with or travel to other locations, our ability to conduct business with and on behalf of our clients may suffer, and we may not be able to successfully implement contingency plans that depend on communication or travel. Furthermore, unauthorized access to our systems as a result of a security breach, the failure of our systems, or the loss of data could give rise to legal proceedings or regulatory penalties under laws protecting the privacy of personal information, disrupt operations, and damage our reputation.

Our operations require experienced, professional staff. Loss of a substantial number of such persons or an inability to provide properly equipped places for them to work may, by disrupting our operations, adversely affect our financial condition, results of operations and business prospects. In addition, our property and business interruption insurance may not be adequate to compensate us for all losses, failures or breaches that may occur.

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Our own operational failures or those of third parties on which we rely, including failures arising out of human error, could disrupt our business, damage our reputation and reduce our revenues.

Weaknesses or failures in our internal processes or systems could lead to disruption of our operations, liability to clients, exposure to disciplinary action or harm to our reputation. Our business is highly dependent on our ability to process, on a daily basis, large numbers of transactions, many of which are highly complex, across numerous and diverse markets. These transactions generally must comply with client investment guidelines, as well as stringent legal and regulatory standards.

Our obligations to clients require us to exercise skill, care and prudence in performing our services. Despite our employees being highly trained and skilled, the large number of transactions we process makes it highly likely that errors will occasionally occur. If we make a mistake in performing our services that causes financial harm to a client, we have a duty to act promptly to

put the client in the position the client would have been in had we not made the error. The occurrence of mistakes, particularly significant ones, can have a material adverse effect on our reputation, results of operations and business prospects.

The individuals, third-party vendors or issuers on whom we rely to perform services for us or our clients may be unable or unwilling to honor their contractual obligations to us.

We may not always successfully manage actual and potential conflicts of interest that arise in our business.

Increasingly, we must manage actual and potential conflicts of interest, including situations where our services to a particular client conflict, or are perceived to conflict, with the interests of another client. Failure to adequately address potential conflicts of interest could adversely affect our reputation, results of operations and business prospects.

We have procedures and controls that are designed to identify and mitigate conflicts of interest, including those designed to prevent the improper sharing of information. However, appropriately managing conflicts of interest is complex. Our reputation could be damaged and the willingness of clients to enter into transactions in which such a conflict might arise may be affected if we fail, or appear to fail, to deal appropriately with actual or perceived conflicts of interest. In addition, potential or perceived conflicts could give rise to litigation or regulatory enforcement actions.

Maintaining adequate liquidity for our general business needs depends on certain factors, including operating cash flows and our access to credit on reasonable terms.

Both Moody’s Investors Service, Inc. and Standard & Poor's Rating Service affirmed AB’s long-term and short-term credit ratings and indicated a stable outlook in 2020. Future changes in our credit ratings are possible and any downgrade to our ratings is likely to increase our borrowing costs and limit our access to the capital markets. If this occurs, we may be forced to incur unanticipated costs or revise our strategic plans, which could have a material adverse effect on our financial condition, results of operations and business prospects.

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An impairment of goodwill may occur.

Determining whether an impairment of the goodwill asset exists requires management to exercise a substantial amount of judgment. In addition, to the extent that securities valuations are depressed for prolonged periods of time and/or market conditions deteriorate, or if we experience significant net redemptions, our AUM, revenues, profitability and unit price will be adversely affected. Although the price of an AB Holding Unit is just one factor in the calculation of fair value, if AB Holding Unit price levels decline significantly, reaching the conclusion that fair value exceeds carrying value will, over time, become more difficult. In addition, control premiums, industry earnings multiples and discount rates are impacted by economic conditions. As a result, subsequent impairment tests may occur more frequently and be based on more negative assumptions and future cash flow projections, and may result in an impairment of goodwill. An impairment may result in a material charge to our earnings. For additional information about our impairment testing, see Item 7.

The insurance that we maintain may not fully cover all potential exposures.

We maintain professional liability, fidelity, cyber, property, casualty, business interruption and other types of insurance, but such insurance may not cover all risks associated with the operation of our business. Our coverage is subject to exclusions and limitations, including high self-insured retentions or deductibles and maximum limits and liabilities covered. In addition, from time to time, various types of insurance may not be available on commercially acceptable terms or, in some cases, at all. We can make no assurance that a claim or claims will be covered by our insurance policies or, if covered, will not exceed our available insurance coverage, or that our insurers will remain solvent and meet their obligations.

In the future, we may not be able to obtain coverage at current levels, if at all, and our premiums may increase significantly on coverage that we maintain. Also, we currently are party to certain joint insurance arrangements with subsidiaries of ~~Equitable Holdings.~~EQH. If our affiliates choose not to include us as insured parties under any such policies, we may need to obtain stand-alone insurance coverage, which could have coverage terms that are less beneficial to us and/or cost more.

Legal and Regulatory-related Risks

Our business is subject to pervasive, complex and continuously evolving global regulation, compliance with which involves substantial expenditures of time and money, and violation of which may result in material adverse consequences.

Virtually all aspects of our business are subject to federal and state laws and regulations, rules of securities regulators and exchanges, and laws and regulations in the foreign jurisdictions in which our subsidiaries conduct business. If we violate these laws or regulations, we could be subject to civil liability, criminal liability or sanction, including restriction or revocation of our and our subsidiaries’ professional licenses or registrations, revocation of the licenses of our employees, censures, fines, or temporary suspension or permanent bar from conducting business. Any such liability or sanction could have a material adverse effect on our financial condition, results of operations and business prospects. A regulatory proceeding, even if it does not result in a finding of wrongdoing or sanction, could require substantial expenditures of time and money and could potentially damage our reputation.

In recent years, global regulators have substantially increased their oversight of financial services. Some of the newly-adopted and proposed regulations are focused on investment management services. Others, while more broadly focused, nonetheless impact our business. Moreover, the adoption of new laws, regulations or standards and changes in the interpretation or enforcement of existing laws, regulations or standards have directly affected, and will continue to affect, our business, including making our efforts to comply more expensive and time-consuming.

For example, in 2015 the Financial Supervisory Commission in Taiwan (“(the “FSC”) implemented ~~as of January 1, 2015,~~ new limits on the degree to which local investors can own an offshore investment product. While certain exemptions have been available to us, should we not continue to qualify, the FSC’s rules could force some of our local resident investors to redeem their investments in our funds sold in Taiwan (and/or prevent further sales of those funds in Taiwan), some of which funds have local ownership levels substantially above the FSC limits. This could lead to significant declines in our investment advisory and services fees and revenues earned from these funds.

~~In addition, pending and newly-enacted regulations in the U.S. and Europe could pose significant challenges to AB, including the fiduciary duty rules adopted by the U.S. Department of Labor ("DOL~~"). A simplified version of these rules became effective during a transition period, which had been scheduled to conclude on January 1, 2018 but which the DOL extended through July 1, 2019. During the transition period, the only substantive requirement of the simplified rules is to act in the best interest of clients, charge reasonable fees and make no misleading statements. Implementation of the rules may impact how we compensate our financial advisors and the financial intermediaries that sell our investment funds, as well as increase the cost and complexity of our compliance efforts.

In Europe, MiFID II, which became effective onin January 3, 2018, makes significant modifications to the manner in which European broker-dealers can be compensated for research. These modifications have reduced, and are ~~recognized in the industry as having the potential~~believed to have significantly ~~decrease~~reduced, the overall research spend by European buy-side ~~firms. Consequently,~~firms, which has decreased the revenues we derive from our ~~U.K.-based broker-dealer is considering new charging mechanisms for its~~European clients. Our European clients may continue to reduce their research ~~in order to minimize this impact as part of its broader MiFID II implementation program. It is important to note, however, that our new charging mechanisms and other strategic~~

~~decisions to address the new environment created by MiFID II, both in the Eurozone and globally, may not be successful,~~budgets, which could result in a significant decline in our sell-side revenues.

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Also, ~~although~~while MiFID II ~~permits~~is not applicable to firms operating outside of Europe, competitive and client pressures increasingly may force buy-side firms ~~to purchase research through the use~~operating outside of ~~client-funded research payment accounts, most buy-side firms that operate in the Eurozone, including our U.K. buy-side subsidiaries, are using their own funds~~Europe to pay for research from their own resources instead of through bundled trading commissions. To the extent that occurs, we expect that research budgets from those clients will decrease further, which could result in ~~the Eurozone~~an additional significant decline in ~~order to avoid a potentially significant~~our sell-side revenues. Additionally, these competitive ~~disadvantage. However, this practice will~~and client pressures may result in our buy-side operation paying for research out of our own resources instead of through bundled trading commissions, which could increase our ~~research costs~~firm's expenses and decrease our operating income.

Additionally, in July 2017 the Chief Executive of the U.K. Financial Conduct Authority (the “FCA”), which regulates the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations, announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021. In November 2020, the ICE Benchmark Administration Limited announced a plan to extend the date as of which most U.S. LIBOR values would cease being computed from December 31, 2021 to June 30, 2023. Although financial regulators and industry working groups have suggested alternative reference rates, global consensus on alternative rates is lacking and the ~~buy-side~~process for amending existing contracts or instruments to transition away from LIBOR remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates may adversely affect the amount of interest payable or interest receivable on certain of our firm's portfolio investments. These changes may also impact the market liquidity and ~~significant operational~~market value of these portfolio investments. We are finalizing our global assessment of exposure in relation to funds utilizing LIBOR based instruments and benchmarks. Further, we are prioritizing the mitigation of risks associated with the forecast changes ~~are required~~ to ~~implement the rule. The ultimate~~financial instruments and performance benchmarks referencing existing LIBOR rates, and concurrently any impact ~~of MiFID II~~ on ~~payments for research globally is not yet certain.~~AB portfolios and investment strategies.

Lastly, it also is uncertain how regulatory trends will further evolve, ~~under~~both in the ~~current~~ U.S. ~~President's administration~~ and abroad. For example, following the Brexit referendum in June 2016, ~~a narrow majority of voters in a~~the U.K. ~~referendum voted to exit~~'s departure from the European Union (“~~Brexit~~”(the "EU")~~, but it remains unclear exactly how~~ resulted in the U.K.~~’s status in relation~~ leaving the EU Single Market on December 31, 2020. While the U.K. and the EU have agreed to a trade deal, which took effect on January 1, 2021, this deal does not include specific arrangements for financial services. Accordingly, since the ~~European Union ("~~EU~~") will change when it ultimately leaves. Accordingly,~~start of 2021, our U.K.-based buy-side and sell-side subsidiaries ~~are considering~~have implemented alternative arrangements in EU jurisdictions ~~in order~~(utilizing AB's EU-based subsidiaries) to ensure continued operations in the ~~Eurozone. In addition,~~EU Single Market. These arrangements are subject to potential change due to ongoing negotiations between the U.K. and the EU on future regulatory cooperation, and it is difficult to ascertain how any ~~other~~such changes may impact the ability of our U.K.-based subsidiaries to provide services to EU-based clients in the ~~composition of the EU’s member states may add further complexity to our global risks and operations.~~future.

We are involved in various legal proceedings and regulatory matters and may be involved in such proceedings in the future, any one or combination of which could have a material adverse effect on our reputation, financial condition, results of operations and business prospects.

We may be involved in various matters, including regulatory inquiries, administrative proceedings and litigation, some of which allege significant damages, and we may be involved in additional matters in the future. Litigation is subject to significant uncertainties, particularly when plaintiffs allege substantial or indeterminate damages, the litigation is in its early stages, or when the litigation is highly complex or broad in scope.

~~The financial services industry is intensely competitive.~~

We compete on the basis of a number of factors, including our investment performance for our clients, our array of investment services, innovation, reputation and price. By having a global presence, we often face competitors with more experience and more established relationships with clients, regulators and industry participants in the relevant market, which could adversely affect our ability to expand. Furthermore, if we are unable to maintain and/or continue to improve our investment performance, our client flows may be adversely affected, which may make it more difficult for us to compete effectively.

Structure-related Risks

The partnership structure of AB Holding and AB limits Unitholders’ abilities to influence the management and operation of AB’s business and is highly likely to prevent a change in control of AB Holding and AB.

The General Partner, as general partner of both AB Holding and AB, generally has the exclusive right and full authority and responsibility to manage, conduct, control and operate their respective businesses, except as otherwise expressly stated in their respective Amended and Restated Agreements of Limited Partnership. AB Holding and AB Unitholders have more limited voting rights on matters affecting AB than do holders of common stock in a corporation. Both Amended and Restated Agreements of Limited Partnership provide that Unitholders do not have any right to vote for directors of the General Partner and that Unitholders only can vote on certain extraordinary matters (including removal of the General Partner under certain extraordinary circumstances). Additionally, the AB Partnership Agreement includes significant restrictions on the transfer of AB Units and provisions that have the practical effect of preventing the removal of the General Partner, which provisions are highly likely to prevent a change in control of AB’s management.

AB Units are illiquid and subject to significant transfer restrictions.

There is no public trading market for AB Units and we do not anticipate that a public trading market will develop. The AB Partnership Agreement restricts our ability to participate in a public trading market or anything substantially equivalent to one by providing that any transfer that may cause AB to be classified as a “publicly traded partnership” (“PTP”) as defined in

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Section 7704 of the Internal Revenue Code of 1986, as amended (“(the “Code”), shall be deemed void and shall not be recognized by AB. In addition, AB Units are subject to significant restrictions on transfer, such as obtaining the written consent of ~~AXA Equitable~~EQH and the General Partner pursuant to the AB Partnership Agreement. Generally, neither ~~AXA Equitable~~EQH nor the General Partner will permit any transfer that it believes would create a risk that AB would be treated as a corporation for tax purposes. ~~AXA Equitable~~EQH and the General Partner have implemented a transfer program that requires a seller to locate a purchaser and imposes annual volume restrictions on transfers. You may request a copy of the transfer program from our Corporate Secretary (corporate_secretary@alliancebernstein.com). Also, we have filed the transfer program as Exhibit ~~10.12~~10.07 to this Form 10-K.

Changes in the partnership structure of AB Holding and AB and/or changes in the tax law governing partnerships would have significant tax ramifications.

AB Holding, having elected under Section 7704(g) of the Code to be subject to a 3.5% federal tax on partnership gross income from the active conduct of a trade or business, is a “grandfathered” PTP for federal income tax purposes. AB Holding is also subject to the 4.0% New York City unincorporated business tax (“UBT”), net of credits for UBT paid by AB. In order to preserve AB Holding’s status as a “grandfathered” PTP for federal income tax purposes, management seeks to ensure that AB Holding does not directly or indirectly (through AB) enter into a substantial new line of business. A “new line of business” includes any business that is not closely related to AB’s historical business of providing research and diversified investment management and related services to its clients. A new line of business is “substantial” when a partnership derives more than 15% of its gross income from, or uses more than 15% of its total assets in, the new line of business.

AB is a private partnership for federal income tax purposes and, accordingly, is not subject to federal and state corporate income taxes. However, AB is subject to the 4.0% UBT. Domestic corporate subsidiaries of AB, which are subject to federal, state and local income taxes, generally are included in the filing of a consolidated federal income tax return with separate state and local income tax returns being filed. Each of AB's non-U.S. corporate subsidiaries generally is subject to taxes in the foreign jurisdiction where it is located. If our business increasingly operates in countries other than the U.S., AB’s effective tax rate will increase as our international subsidiaries are subject to corporate taxes in the jurisdictions where they are located.

In order to preserve AB’s status as a private partnership for federal income tax purposes, AB Units must not be considered publicly traded. If such units were to be considered readily tradable, AB would be subject to federal and state corporate income tax on its net income. Furthermore, as noted above, should AB enter into a substantial new line of business, AB Holding, by virtue of its ownership of AB, would lose its status as a grandfathered PTP and would become subject to corporate income tax as set forth above. If AB and AB Holding were to become subject to corporate income tax as set forth above, their net income and quarterly distributions to Unitholders would be materially reduced. For information about the significant restrictions on transfer of AB Units, see the risk factor immediately above.

If, pursuant to the Bipartisan Budget Act of 2015 ("2015 Act"), any audit by the Internal Revenue Service ("IRS") of our income tax returns for any of our taxable years beginning after December 31, 2017 results in any adjustments, the IRS may collect any resulting taxes, including any applicable penalties and interest, directly from us, in which case our net income and the cash available for quarterly Unitholder distributions may be substantially reduced.

Although the IRS, under current law, generally determines tax adjustments at the partnership level when it audits the income tax return of a partnership, the IRS, with respect to taxable years beginning on or before December 31, 2017, is required to collect any additional taxes, interest and penalties from the partnership's individual partners. The 2015 Act modifies this procedure for audits of a partnership’s taxable years beginning after December 31, 2017 and, if a partnership meets certain requirements and makes a proper election, for audits of a partnership’s taxable years beginning before January 1, 2018. We may choose to make such an election if we receive a written notice of selection for examination for an eligible taxable year or if we file, on or after January 1, 2018, an administrative adjustment request for an eligible taxable year and otherwise qualify to make such an election.

Generally, we will have the ability to collect tax liability from our Unitholders in accordance with their percentage interests during the year under audit, but there can be no assurance that we will elect to do so or be able to do so under all circumstances. If we do not collect such tax liability from our Unitholders in accordance with their percentage interests in the tax year under audit, our net income and the available cash for quarterly distributions to current Unitholders may be substantially reduced. Accordingly,

our current Unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if such Unitholders did not own Units during the tax year under audit. In particular, as a publicly traded partnership, our Partnership Representative (as defined below) may, in certain instances, request that any “imputed underpayment” resulting from an audit be adjusted by amounts of certain of our passive losses. If we successfully make such a request, we would have to reduce suspended passive loss carryovers in a manner which is binding on the partners.

~~In June 2017, the IRS reissued proposed regulations (that had previously been issued and withdrawn) that implement the provisions~~

Table of ~~the 2015 Act (the “June 2017 Proposed Regulations”). In December 2017, the IRS issued additional proposed regulations that clarified the June 2017 Proposed Regulations and the 2015 Act (the “December 2017 Proposed Regulations”). Pursuant to the 2015 Act, the June 2017 Proposed Regulations and the December 2017 Proposed Regulations, for~~Contents

For taxable years beginning after December 31, 2017, a "partnership representative" that we ~~will be required to~~ designate a partner, or other person, with a substantial presence in the United States as the partnership representative (“Partnership Representative”) and we will no longer have a “tax matters partner.” The (a “Partnership Representative”) will have the sole authority to act on our behalf for purposes of, among other things, U.S. federal income tax audits and judicial review of administrative adjustments by the IRS. If we do not make such a designation, the IRS can select any person as the Partnership Representative. Any actions taken by us or by the Partnership Representative on our behalf with respect to, among other things, U.S. federal income tax audits and judicial review of administrative adjustments by the IRS, will be binding on us and our ~~unitholders.~~Unitholders.

In addition, ~~the~~for taxable years beginning after December 31, 2017, ~~Proposed Regulations clarified that~~we may, but are not required to, make an election to require our Unitholders to take into account on their income tax returns an audit adjustment made to our income tax items, also known as a “push-out” election. Also, a partnership that is a partner of another partnership may elect to have its unitholders take an audit adjustment of the lower-tier partnership into account (i.e., the upper-tier partnership may push adjustments received from the lower-tier partnership through to the partners of the upper-tier partnership). The upper-tier partnership must timely complete the “push-out” of the adjustment in order for it to be ~~effective,~~effective. Such election must be made by the extended due date for the return for the adjustment year of the audited partnership, regardless of whether the audited partnership is required to file a return for the adjustment year or timely files a request for an extension for its return. There are a number of requirements to make a “push-out” election and we may be unable or unwilling to comply with such requirements. If we do not make a “push-out” election, we would be required to pay any tax resulting from the adjustments to our income tax items, and the ~~December 2017 Proposed Regulations do not provide any procedure~~cash available for ~~obtaining an extension.~~distribution to unitholders would be substantially reduced.

Newly enacted laws, such as Public Law No. Public Law No. 115-97 (the “Tax Cuts and Jobs Act”), or regulations and future changes in the U.S. taxation of businesses may adversely affect our business, financial condition and operating results.

On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act, which significantly changed the Internal Revenue Code, including dramatic changes to the taxation of income earned from foreign sources and foreign subsidiaries. The Tax Cuts and Jobs Act also authorizes the Treasury Department to issue regulations with respect to the new provisions. We cannot predict how the changes in the Tax Cuts and Jobs Act, or regulations or other guidance issued under it, might affect us or our business. For additional information, ~~please refer to Item 7 - "Income Taxes".~~

Non-U.S. unitholders may be subject to a 10% withholding tax on the sale of their ~~units,~~AB Units or AB Holding Units, which could reduce the value of ~~our units.~~such Units.

~~Under the Tax Cuts and Jobs Act, gain~~Gain or loss from the sale or exchange of partnership ~~interests~~units after November 27, 2017 by a non-U.S. unitholder ~~will be~~are treated as effectively connected with a U.S. trade or business to the extent that the ~~partner~~non-U.S. unitholder would have had effectively connected gain or loss ~~had~~on a hypothetical sale by the partnership ~~sold~~of all of its assets at fair market value as of the date of the sale or ~~exchange.~~exchange of the partnership units. The ~~law~~Tax Cuts and Jobs Act also ~~introduces~~imposed certain withholding requirements for the sale of partnership ~~interests~~units by a non-U.S. ~~partner. The Tax Cuts~~unitholder and ~~Jobs Act authorizes~~authorized the IRS to issue regulations to carry out the withholding rules in the case of publicly traded ~~partnerships, but such regulations have not yet been issued. In December 2017,~~partnerships. The requirement to withhold on amounts realized in connection with the ~~IRS issued a notice suspending the application of these new withholding rules to the~~sale, exchange or disposition of certain interests in a publicly traded partnership ~~until~~(including by brokers) is suspended under Notice 2018-08 for transfers that occur before January 1, 2022, and therefore no withholding will apply. On November 30, 2020, the IRS ~~issued related guidance. We cannot predict when or if the IRS will issue such~~published final regulations ~~or other guidance or what the regulations or other guidance will say. If the guidance generally subjects~~(the "1446 Final Regulations") that address withholding tax and information reporting with respect to interests in publicly traded partnerships engaged in a U.S. trade or business. The 1446 Final Regulations end the suspension of withholding on the sale, exchange or disposition of certain interests in a publicly traded partnership, effective January 1, 2022, but place the primary responsibility for such withholding obligations for transfers effected through brokers on the broker, and not the publicly trade partnership. However, a publicly traded partnership may be liable for any under-withholding by a broker that relies on a qualified notice for which the publicly traded partnership failed to make a reasonable estimate of the ~~same rules as other partnerships, then any~~amounts required for determining the applicability of the "ten percent exception." The "ten percent exception" applies if, either (1) the publicly traded partnership was not engaged in a U.S. trade or business during a specified period of time, or (2) upon a hypothetical sale of the publicly traded partnership's assets at fair market value, (i) the amount of net gain that would have been effectively connected with the conduct of a trade or business within the United States would be less than 10 percent of the total net gain, or ~~loss from~~(ii) no gain would have been effectively connected with the ~~hypothetical asset sale by us would be allocated to the units being transferred~~conduct of a trade or business in the ~~same manner as non-separately stated income~~United States.

We may be liable for any under-withholding by nominees on our Unitholder distributions after January 1, 2022.

Under the 1446 Final Regulations, for distributions made after January 1, 2022, a publicly traded partnership must post on its primary public website (and keep accessible for 10 years), and ~~loss and the recipient of the units being transferred will be required~~deliver to ~~withhold 10% of~~any registered holder that is a nominee, a qualified notice that states the amount ~~realized by~~of a distribution that is attributable to each type of income group specified in the ~~unitholder, unless the transferring unitholder provides the recipient with proper documentation proving that the transferring unitholder is not a nonresident alien individual or foreign corporation.~~1446 Final Regulations. If the ~~recipient~~qualified notice is incorrect such that it causes a broker to under-withhold with respect to an amount in excess of cumulative net income, the ~~units being transferred fails to properly withhold, then we generally would be obligated to deduct and withhold from distributions to the recipient unitholder.~~publicly traded partnership is liable for any under-withholding on such amount.

Item 1B.Unresolved Staff Comments

We have no unresolved comments from the staff of the SEC to report.

Table of Contents

Item 2.Properties

Our principal executive offices located at 1345 Avenue of the Americas, New York, New York are occupied pursuant to a lease expiring in 2024. At this location, we currently lease ~~992,043~~999,963 square feet of space, within which we currently occupy approximately ~~523,373~~512,284 square feet of space and have sub-let (or are seeking to sub-let) approximately ~~468,670~~487,679 square feet of space. ~~We also lease space at two other locations in New York City; we acquired one of these leases in connection with an acquisition, which lease expired as of December 31, 2017.~~

In addition, we lease approximately 229,147 square feet of space at One North Lexington, White Plains, New York under a lease expiring in ~~2021 with options to extend to 2031.~~2021. At this location, we currently do not occupy ~~approximately 69,013 square feet of~~any space and have sub-let (or are seeking to sub-let) ~~approximately 160,134~~the full 229,147 square feet of space.

We entered into a 20-year lease agreement in New York, New York, at 66 Hudson Boulevard, for 190,000 square feet that is expected to commence in 2024. During the fourth quarter of 2020, we exercised an option whereby we were able to reduce our committed footprint by half a floor, reducing our square feet commitment from 190,000 square feet to approximately 166,000 square feet.

We entered into short-term leases for office space in Nashville, Tennessee during the construction of our new corporate headquarters at 501 Commerce Street, which we will vacate upon completion of 501 Commerce Street.

We entered into a 15-year lease agreement in Nashville, Tennessee, at 501 Commerce Street, for 218,976 square feet that commenced in the fourth quarter of 2020.

We also lease ~~92,067~~50,792 square feet of space in San Antonio, Texas under a lease expiring ~~in 2019~~April 30, 2029 with options to extend to 2029. At this location, we currently occupy approximately 59,004 square feet of space and have sub-let approximately 33,063 square feet of space. We have renewed 50,792 square feet for ten years, expiring in 2029.through 2039.

In addition, we lease less significant amounts of space in 2123 other cities in the United States.

Our subsidiaries lease space in 2830 cities outside the United States, the most significant of which are in London, England, under a lease expiring in 2022, and in Hong Kong, China, under a lease expiring in 2027. In London, we currently lease 65,488 square feet of space, within which we currently occupy approximately 54,746 square feet of space and have sub-let approximately 10,742 square feet of space. In Hong Kong, we currently lease and occupy 35,878 square feet of space.

Item 3.Legal Proceedings

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 are able to 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.

WeAB may be involved in various ~~other~~ matters, including regulatory inquiries, administrative proceedings and litigation, some of which may allege significant damages. It is reasonably possible that we could incur losses pertaining to these matters, but ~~currently~~ we cannot currently estimate any such 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 an 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 operation, financial condition or liquidity in any future reporting period.

Item 4.Mine Safety Disclosures

Not applicable.

Table of Contents

PART II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for AB Holding Units and AB Units; Cash Distributions

AB Holding Units are listed on the NYSE and trade publicly under the ticker symbol “AB”. There is no established public trading market for AB Units, which are subject to significant restrictions on transfer. For information about these transfer restrictions, see “Structure-related Risks” in Item 1A.

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

Each of AB Holding and AB distributes on a quarterly basis all of its Available Cash Flow, as defined in the AB Holding Partnership Agreement and the AB Partnership Agreement, respectively, to its Unitholders and the General Partner. For additional information concerning distribution of Available Cash Flow by AB Holding, see Note 2 to AB Holding’s financial statements in Item 8. For additional information concerning distribution of Available Cash Flow by AB,see Note 2 to AB’s consolidated financial statements in Item 8.

The distributions of Available Cash Flow made by AB and AB Holding during 2017 and 2016 and the high and low sale prices of AB Holding Units reflected on the NYSE composite transaction tape during 2017 and 2016 are as follows:

Quarters Ended 2017

December
31

September
30

June
30

March
31
Total
Cash distributions per AB Unit⁽¹⁾
$ 0.91
$ 0.58
$ 0.56
$ 0.52
$ 2.57
Cash distributions per AB Holding Unit⁽¹⁾
$ 0.84
$ 0.51
$ 0.49
$ 0.46
$ 2.30
AB Holding Unit prices:
High $ 26.65
$ 26.15
$ 23.95
$ 25.13

Low $ 24.01
$ 22.55
$ 20.40
$ 21.35

Quarters Ended 2016

December
31

September
30

June
30

March
31
Total
Cash distributions per AB Unit⁽¹⁾
$ 0.73
$ 0.51
$ 0.46
$ 0.45
$ 2.15
Cash distributions per AB Holding Unit⁽¹⁾
$ 0.67
$ 0.45
$ 0.40
$ 0.40
$ 1.92
AB Holding Unit prices:
High $ 24.10
$ 24.69
$ 24.65
$ 23.98

Low $ 20.75
$ 21.29
$ 21.49
$ 16.11


~~(1)~~	~~Declared and paid during the following quarter.~~

On December ~~29, 2017, the last trading day during 2017,~~31, 2020, the closing price of an AB Holding Unit on the NYSE was ~~$25.05~~$33.77 per Unit. On December 31, ~~2017,~~2020, there were (i) ~~908~~974 AB Holding Unitholders of record for approximately ~~80,000~~81,000 beneficial owners, and (ii) ~~389~~378 AB Unitholders of record (we do not believe there are substantial additional beneficial owners).

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not engage in any unregistered sales of our securities during the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015.~~2018.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Each quarter since the third quarter of 2011, AB has implemented plans to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Exchange Act. The plan adopted during the fourth quarter of ~~2017~~2020 expired at the close of business on February ~~12, 2018.~~10, 2021. 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. For additional information about Rule 10b5-1 plans, see “Units Outstanding” in Item 7.

AB Holding Units bought by us or one of our affiliates during the fourth quarter of ~~2017~~2020 are as follows:

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
10/1/20-10/31/20(1)(2)	109,738	$	27.95	—	—
11/1/20-11/30/20(1)(2)	490,480	30.97		—	—
12/1/20-12/31/20(1)(2)	2,343,310	32.58		—	—
Total	2,943,528	32.14		—	—

(1)During the fourth quarter of 2020, we purchased 2,221,913 AB Holding Units from employees to allow them to fulfill statutory withholding tax requirements at the time of distribution of long-term incentive compensation awards.

(2)During the fourth quarter of 2020, we purchased 721,615 AB Holding Units on the open market pursuant to a Rule 10b5-1 plan to help fund anticipated obligations under our incentive compensation award program.

Table of Contents

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
Period
10/1/17-10/31/17⁽¹⁾
103
$ 24.10
—
—
11/1/17-11/30/17⁽¹⁾
873,289
25.90
—
—
12/1/17-12/31/17⁽¹⁾
2,534,667
24.85
—
—
Total 3,408,059
$ 25.12
—
—


~~(1)~~	During the fourth quarter of 2017, we purchased 3,408,059 AB Holding Units from employees to allow them to fulfill statutory withholding tax requirements at the time of distribution of long-term incentive compensation awards.

AB Units bought by us or one of our affiliates during the fourth quarter of ~~2017~~2020 are as follows:

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
10/1/20-10/31/20	—	—		—	—
11/1/20-11/30/20	—	—		—	—
12/1/20-12/31/20(1)	800	32.57		—	—
Total	800	$	32.57	—	—

(1)During December 2020, we purchased 800 AB Units in a private transaction.

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
Period
10/1/17-10/31/17 —
$ —
—
—
11/1/17-11/30/17⁽¹⁾
400
25.24
—
—
12/1/17-12/31/17 —
—
—
—
Total 400
$ 25.24
—
—


~~(1)~~	~~During November 2017, we purchased 400 AB Units in a private transaction.~~

Table of Contents

Item 6.Selected Financial Data

Selected Consolidated Financial Data

Years Ended December 31,
2017
2016⁽¹⁾
2015 2014 2013
(in thousands, except per unit amounts and unless otherwise indicated)
INCOME STATEMENT DATA:
Revenues:
Investment advisory and services fees $ 2,200,400
$ 1,933,471
$ 1,973,837
$ 1,958,250
$ 1,849,105
Bernstein research services 449,919
479,875
493,463
482,538
445,083
Distribution revenues 412,063
384,405
427,156
444,970
465,424
Dividend and interest income 71,162
46,939
24,872
22,322
19,962
Investment gains (losses) 92,102
93,353
3,551
(9,076 ) 33,339
Other revenues 98,040
99,859
101,169
108,788
105,058
Total revenues 3,323,686
3,037,902
3,024,048
3,007,792
2,917,971
Less: interest expense 25,165
9,123
3,321
2,426
2,924
Net revenues 3,298,521
3,028,779
3,020,727
3,005,366
2,915,047

Expenses:

Employee compensation and benefits:
Employee compensation and benefits 1,313,469
1,229,721
1,267,926
1,265,664
1,212,011
Promotion and servicing:

Distribution-related payments 420,350
371,607
393,033
413,054
426,824
Amortization of deferred sales commissions 31,886
41,066
49,145
41,508
41,279
Trade execution, marketing, T&E and other 204,392
208,538
223,415
224,576
204,568
General and administrative:

General and administrative 481,488
426,147
431,635
426,960
423,043
Real estate charges 36,669
17,704
998
52
28,424
Contingent payment arrangements 267
(20,245 ) (5,441 ) (2,782 ) (10,174 )
Interest on borrowings 8,194
4,765
3,119
2,797
2,962
Amortization of intangible assets 27,896
26,311
25,798
24,916
21,859
Total expenses 2,524,611
2,305,614
2,389,628
2,396,745
2,350,796
Operating income 773,910
723,165
631,099
608,621
564,251
Income taxes 53,110
28,319
44,797
44,304
40,113
Net income 720,800
694,846
586,302
564,317
524,138
Net income (loss) of consolidated entities attributable to non-controlling interests 58,397
21,488
6,375
456
9,746
Net income attributable to AB Unitholders $ 662,403
$ 673,358
$ 579,927
$ 563,861
$ 514,392
Basic net income per AB Unit $ 2.46
$ 2.48
$ 2.11
$ 2.07
$ 1.88
Diluted net income per AB Unit $ 2.45
$ 2.47
$ 2.10
$ 2.07
$ 1.87
Operating margin⁽²⁾
21.7 % 23.2 % 20.7 % 20.2 % 19.0 %
CASH DISTRIBUTIONS PER AB UNIT⁽³⁾
$ 2.57
$ 2.15
$ 2.11
$ 2.08
$ 1.97
BALANCE SHEET DATA AT PERIOD END:

Total assets $ 9,295,167
$ 8,741,158
$ 7,433,721
$ 7,375,621
$ 7,383,899
Debt $ 565,745
$ 512,970
$ 581,700
$ 486,156
$ 266,445
Total capital $ 4,063,304
$ 4,068,189
$ 4,017,221
$ 4,084,840
$ 4,045,227
ASSETS UNDER MANAGEMENT AT PERIOD END (in millions) $ 554,491
$ 480,201
$ 467,440
$ 474,027
$ 450,411


	Years Ended December 31,
	2020			2019			2018			2017			2016
	(in thousands, except per unit amounts and unless otherwise indicated)
INCOME STATEMENT DATA:
Revenues:
Investment advisory and services fees	$	2,595,436		$	2,472,044		$	2,362,211		$	2,201,305		$	1,933,471
Bernstein research services	459,744			407,911			439,432			449,919			479,875
Distribution revenues	529,781			455,043			418,562			412,063			384,405
Dividend and interest income	50,923			104,421			98,226			71,162			46,939
Investment (losses) gains	(16,401)			38,659			2,653			92,102			93,353
Other revenues	104,703			97,559			98,676			97,135			99,859
Total revenues	3,724,186			3,575,637			3,419,760			3,323,686			3,037,902
Less: interest expense	15,650			57,205			52,399			25,165			9,123
Net revenues	3,708,536			3,518,432			3,367,361			3,298,521			3,028,779

Expenses:
Employee compensation and benefits:
Employee compensation and benefits	1,494,198			1,442,783			1,378,811			1,313,469			1,229,721
Promotion and servicing:
Distribution-related payments	569,283			487,965			427,186			411,467			363,603
Amortization of deferred sales commissions	27,355			15,029			21,343			31,886			41,066
Trade execution, marketing, T&E and other	189,787			219,860			222,630			213,275			216,542
General and administrative:
General and administrative	485,544			484,750			448,996			481,488			426,147
Real estate charges	5,526			3,324			7,160			36,669			17,704
Contingent payment arrangements	1,855			(510)			(2,219)			267			(20,245)
Interest on borrowings	6,180			13,035			10,359			8,194			4,765
Amortization of intangible assets	21,372			28,759			27,781			27,896			26,311
Total expenses	2,801,100			2,694,995			2,542,047			2,524,611			2,305,614
Operating income	907,436			823,437			825,314			773,910			723,165
Income taxes	45,653			41,754			45,816			53,110			28,319
Net income	861,783			781,683			779,498			720,800			694,846
Net (loss) income of consolidated entities attributable to non-controlling interests	(4,169)			29,641			21,910			58,397			21,488
Net income attributable to AB Unitholders	$	865,952		$	752,042		$	757,588		$	662,403		$	673,358
Basic net income per AB Unit	$	3.19		$	2.78		$	2.79		$	2.46		$	2.48
Diluted net income per AB Unit	$	3.19		$	2.78		$	2.78		$	2.45		$	2.47
Operating margin(1)	24.6		%	22.6		%	23.9		%	21.7		%	23.2		%
CASH DISTRIBUTIONS PER AB UNIT(2)	$	3.20		$	2.82		$	2.96		$	2.57		$	2.15
BALANCE SHEET DATA AT PERIOD END:
Total assets	$	9,697,840		$	8,706,092		$	8,789,098		$	9,282,734		$	8,741,158
Debt	$	675,000		$	560,000		$	546,267		$	565,745		$	512,970
Total capital	$	4,111,523		$	4,017,101		$	3,916,209		$	4,063,304		$	4,068,189
ASSETS UNDER MANAGEMENT AT PERIOD END (in millions)	$	685,923		$	622,915		$	516,353		$	554,491		$	480,201


~~(1)~~	~~Certain prior-year amounts have been reclassified to conform to our 2017 presentation;~~ ~~see Note 2 to AB's financial statements in Item 8~~ ~~for a discussion of reclassifications.~~


~~(2)~~	~~Operating income excluding net income (loss) attributable to non-controlling interests as a percentage of net revenues.~~

~~(3)~~ (1)Operating income excluding net (loss) income attributable to non-controlling interests as a percentage of net revenues.

(2) Cash distributions per AB ~~unit~~Unit reflect the impact of AB's non-GAAP adjustments. Refer to Item 7 for additional information concerning our non-GAAP adjustments.

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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Percentage change figures~~Impact of COVID-19

General Economic Conditions

During the first quarter of 2020, COVID-19 significantly impacted the global economy. The impact has been profound, has continued through the fourth quarter of 2020 and is likely to persist for months to come. While many businesses have re-opened, vaccinations have begun and leading economic indicators are ~~calculated using~~showing signs of improvement, the overall extent and duration of COVID-19's impact on businesses and economic activity generally remains unclear. A recession in the near term remains possible. Economic effects from COVID-19, which have impacted virtually all countries and industries, include:

•Many small and large businesses being forced to interrupt their operations and as a result, lay off employees or even close;

•The re-opening and subsequent shuttering again of certain businesses in various countries around the world;

•Temporary large-scale population lock-downs, domestic and international travel restrictions and social-distancing measures were implemented, driving sharp declines in consumer and business spending. Further, while many businesses have re-opened, some are only allowing limited capacity, imposing social distancing restrictions and providing limited hours of operation, and while consumer spending has improved during the second half of 2020, uncertainty remains;

•Schools, many of which were shuttered during the first quarter, have allowed students to return to in-person instruction, but the constant concern and uncertainty of whether an outbreak may occur, have forced many schools to re-implement remote instruction, creating significant strain and uncertainty for working parents, which may slow or reverse the economicrecovery;

•Significant declines and increased volatility impacted global financial markets during the first quarter, including 23.2% and 20.0% declines in the Dow Jones Industrial Average (“Dow”) and S&P 500 Index (“S&P”), respectively. Although the financial markets recovered their first quarter losses to new highs in the months since, the prospect of continued volatility remains, especially given the uncertainty surrounding the continued economic effects of the virus (please see "Market Environment" below for additional details).

•The initial distribution of multiple COVID-19 vaccinations was initiated in the later part of the fourth quarter, but the speed, selective nature and logistical challenges of distribution, and the concerns in some communities around the safety and efficacy of the vaccine, have caused turmoil for many, further heightening the anxiety around the virus.

Governments around the world have responded to COVID-19 with economic stimulus measures, including a $2 trillion emergency relief bill passed in the U.S during the first quarter of 2020 and an additional $900 billion in aid passed during the fourth quarter of 2020. Similar fiscal stimulus was passed by many governments around the world. These measures and possible additional stimulus and aid measures are intended to steady businesses and consumers until economic activity meaningfully recovers. The timing and magnitude of any such recovery, however, remains uncertain.

Various countries around the world have continued to experience surges in the rates of COVID-19 infections, which are likely the result of greatly increased social interactions, including at colleges and universities, after re-opening of economies, as well as more contagious strains of the virus. As a result, several countries have paused the continued progression of their re-openings or re-imposed closing mandates on certain businesses, such as bars, restaurants and entertainment venues. These circumstances may adversely affect consumer sentiment and the pace of business re-openings, and they also may delay any economic recovery.

AB Impact

At the initial onset of COVID-19 during the first quarter of 2020, we quickly responded in the various jurisdictions where we operate, including the U.S., the U.K., Hong Kong, Shanghai, Singapore and Taiwan. We implemented business continuity measures, including travel restrictions and a work-from-home requirement for almost all personnel (other than a relatively small number of employees whose physical presence in our offices was considered critical), which has remained in place (except in our Asia offices, most of which have reopened) throughout the second, third and fourth quarters, to ensure operating continuity for all critical functions. We also instituted a notification process for any employee who tests positive for COVID-19 or has been exposed to someone else who has tested positive. As the COVID-19 crisis has continued to evolve since the lockdown in the first quarter, certain key functions of the business, such as Risk Management, Business Continuity, Finance and Human Capital, have maintained constant communication and monitored the evolution of the pandemic to keep our employees safe and advise of key developments. Additionally, we continue to monitor communications from the World Health Organization and the U.S. Centers for Disease Control and Prevention to ensure we have current information.

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We have continued to enhance our technology, which has increased the effectiveness of our remote work force. We have also continued to enhance our virtual programs to support business functions, such as training on cybersecurity and enhancements to our existing technology platforms. There has been a heightened focus on the emotional well-being of our employees, and we have provided regular touch points with employees through virtual town halls and management communications. Additionally, we have maintained regular communications and updates on the virus and the Company's response, which are posted on the Company's internal website, to ensure transparent communication with our employees. If any of our employees test positive for COVID-19 or interact with someone who has the virus, they are required to contact AB immediately for support and contact-tracing.

We continue to consider, and in some cases methodically implement, return to office programs for our U.S., European and Asia offices. However, we continue to monitor the daily evolution of the crisis in order to ensure the health and safety of our employees remains our top priority. We will modify our return to office plans, as needed, to ensure the safety of our employees and to ensure that the highest safety and cleanliness protocols are followed. We believe that our business continuity plan and technology platform will continue to support the effectiveness of our employees working remotely.

Asset managers, such as AB, rely heavily on the performance of the financial markets largely to determine assets under management ~~rounded~~(“AUM”) and revenues. Our results during the first quarter of 2020 were strong, which was primarily a reflection of financial market conditions during January and February, which were not adversely affected by COVID-19. Market conditions deteriorated dramatically during March, which negatively impacted our performance in that month. Financial markets, and hence our performance, rebounded during the ensuing months, primarily due to a U.S. Federal Government stimulus package and U.S. Treasury programs, which were instituted during March 2020 and throughout the second quarter. These programs renewed confidence in the financial markets by introducing liquidity through government purchasing of financial instruments. As various states and countries around the world eased restrictions on business and lockdown protocols during the second quarter and increasingly throughout the third and fourth quarters, increases in consumer spending, decreases in the unemployment rate and improvement in other leading economic indicators have stimulated domestic and global financial market performance. As a result of these developments, our AUM has increased in the second, third and fourth quarters. However, as U.S. states and countries globally have continued to ease restrictions, there has been a resurgence in the spread of the virus, causing certain states and countries to, among other things, shutter some businesses again or impose new social distancing restrictions. As a result, market volatility continues.

The economic impact of COVID-19 and any additional declines in the financial markets could have a significant adverse effect on our AUM and revenues, particularly if economic activity does not continue to recover. Although countries throughout the world continue to grapple with re-opening their economies, this will continue to be a gradual process, and there is a significant risk that the opening process may be further interrupted if infection rates increase. Also, although unemployment rates have declined, they are still considered high and any reluctance of consumers to resume spending will do long-term damage to the ~~nearest million~~global economy, which would have an adverse effect on our business. Additionally, as most of our workforce is working remotely, we are mindful of increased risk related to cybersecurity, which could significantly disrupt our business functions.

Ultimately, the return to normal business and ~~financial statement amounts rounded~~economic activity will likely require the broad application of effective vaccines. Although the distribution of multiple vaccines was initiated towards the end of the fourth quarter, the speed, selective nature of those who are eligible to receive the ~~nearest thousand.~~vaccination, as well as logistical challenges regarding availability and distribution of the vaccines, could mean many months until the general population has been vaccinated.

Executive Overview

Percentage change figures are calculated using assets under management rounded to the nearest million and financial statement amounts rounded to the nearest thousand.

Our total assets under management (~~“AUM”~~("AUM") as of December 31, ~~2017~~2020 were ~~$554.5~~$685.9 billion, up ~~$74.3~~$63.0 billion, or ~~15.5%~~10.1%, during ~~2017.~~2020. The increase was driven primarily by market appreciation of ~~$61.1~~$65.4 billion, partially offset by net outflows of $2.6 billion (due to Private Wealth Management net outflows of $2.0 billion and Retail net outflows of $1.6 billion, offset by Institutional net inflows of $1.0 billion). Excluding AXA's redemption of low-fee fixed income mandates of $11.8 billion, the firm generated net inflows of $9.2 billion in 2020.

Institutional AUM increased $32.9 billion, or 11.6%, to $315.6 billion during 2020, primarily due to market appreciation of $30.5 billion and net inflows of ~~$13.2~~$1.0 billion. Gross sales increased $13.8 billion, ~~(primarily due~~from $17.1 billion in 2019 to ~~Retail~~$30.9 billion in 2020. Redemptions and ~~Institutional~~terminations increased $11.3 billion, from $12.0 billion in 2019 to $23.3 billion in 2020. Excluding AXA's redemption of low-fee fixed income mandates of $11.8 billion, institutional net inflows ~~of $8.9~~were $12.8 billion ~~and $3.6 billion, respectively).~~in 2020.

~~Institutional~~Retail AUM increased ~~$30.0~~$26.1 billion, or ~~12.5%~~10.9%, to ~~$269.3~~$265.3 billion during ~~2017,~~2020, primarily due to market appreciation of ~~$26.4~~$28.1 billion, ~~and~~partially offset by net ~~inflows~~outflows of $3.6 billion. Gross sales decreased $8.2 billion, or 38.1%, from $21.6 billion in 2016 to $13.4 billion in 2017. Redemptions and terminations decreased $4.2 billion, or 27.3%, from $15.7 billion in 2016 to $11.5 billion in 2017.

~~Retail AUM increased $32.7 billion, or 20.5%, to $192.9 billion during 2017, due to market appreciation of $23.8 billion and net inflows of $8.9~~$1.6 billion. Gross sales increased ~~$12.6~~$3.6 billion, ~~or 30.5%,~~ from ~~$41.2~~$75.3 billion in ~~2016~~2019 to ~~$53.8~~ $78.9

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billion in ~~2017.~~2020. Redemptions and terminations ~~decreased $2.2~~increased $25.5 billion, ~~or 5.4%,~~ from ~~$40.8~~$44.0 billion in ~~2016~~2019 to ~~$38.6~~$69.5 billion in ~~2017.~~2020, due to record first quarter 2020 redemptions, reflecting the financial market sell-off in March amidst the onset of COVID-19.

Private Wealth Management AUM increased ~~$11.6~~$4.0 billion, or ~~14.2%~~3.9%, to ~~$92.3~~$105.0 billion during ~~2017,~~2020, primarily due to market appreciation of ~~$10.9~~$6.8 billion, ~~and~~partially offset by net ~~inflows~~outflows of ~~$0.7~~$2.0 billion. Gross sales increased ~~$1.3~~$3.0 billion, ~~or 13.2%,~~ from ~~$10.2~~$11.3 billion in ~~2016~~2019 to ~~$11.5~~$14.3 billion in ~~2017.~~2020. Redemptions and terminations increased ~~$1.3~~$4.1 billion, ~~or 14.2%,~~ from ~~$9.3~~$12.4 billion in ~~2016~~2019 to ~~$10.6~~$16.5 billion in ~~2017.~~2020.

Bernstein Research Services revenue ~~decreased $30.0~~increased $51.8 million, or ~~6.2%~~12.7%, in ~~2017.~~2020. The increase was due to higher market volatility, particularly between March and June 2020, primarily as a result of COVID-19, which led to higher customer activity and greater global trading volumes. We expect customer activity and trading volumes to gradually decrease ~~was driven by~~in 2021 and to normalize in 2022, as the volatility surrounding COVID-19 begins to decline. Any decreases in customer activity and trading volumes will have a ~~decline in client activity in~~corresponding effect on Bernstein Research services revenue. Furthermore, all of 2020 reflects the ~~U.S. and a volume mix shift to electronic trading in Europe. The decrease was partially offset by increased client activity in Asia and a weaker U.S. dollar year-over-year.~~inclusion of revenues from our acquisition of Autonomous Research ("Autonomous"), which closed on April 1, 2019.

Our ~~2017~~2020 net revenues of ~~$3.3~~$3.7 billion increased ~~$0.3 billion,~~$190.1 million, or ~~8.9%~~5.4%, compared to the prior year's net ~~revenues of $3.0 billion.~~revenues. The most significant contributors to the increase were higher base advisory fees of ~~$204.9~~$90.4 million, ~~higher performance-based fees of $62.0 million and~~ higher distribution revenues of ~~$27.7~~$74.7 million, ~~offset by lower~~higher Bernstein Research Services revenue of ~~$30.0~~$51.8 million and higher performance-based fees of $33.0 million, partially offset by higher investment losses of $55.1 million and lower net dividend and interest income of $11.9 million. Our operating expenses of ~~$2.5~~$2.8 billion increased ~~$0.2 billion,~~$106.1 million, or ~~9.5%~~3.9%, compared to the prior year's ~~expenses of $2.3 billion.~~expenses. The increase primarily was due to higher promotion and servicing expenses of $63.6 million, higher employee compensation and benefits of ~~$83.7~~$51.4 million and higher general and administrative expenses ~~(excluding~~(including real estate charges) of ~~$55.3~~$3.0 million, ~~higher promotion and servicing expenses~~partially offset by lower amortization of ~~$35.4 million, lower adjustments to contingent payment arrangements~~intangible assets of ~~$20.5~~$7.4 million and ~~higher real estate charges~~lower interest on borrowings of ~~$19.0~~$6.9 million. Our operating income increased ~~$50.7~~$84.0 million, or ~~7.0%~~10.2%, to ~~$773.9~~$907.4 million from ~~$723.2~~$823.4 million in ~~2016~~2019 and our operating margin ~~decreased~~increased from ~~23.2%~~22.6% in ~~2016~~2019 to ~~21.7%~~24.6% in ~~2017 as higher expenses outpaced revenue growth.~~2020.

Market Environment

~~Global~~Despite 2020 being a year marked by a global pandemic, record-breaking recession and unemployment levels, and a contentious U.S. presidential election, equity markets ~~increased substantially~~closed the year with solid gains. The S&P 500, Dow Jones Industrial Average and Nasdaq each rallied for most of the fourth quarter, finishing the year in 2017, and fixed income markets rose as well, as the global recovery gained momentum and breadth throughout the year. For the first time in the past five years, non-U.S. stocks outperformed U.S. stocks, aided by a weaker dollar, and credit spreads tightened in a “risk-on” environment. After an uncertain and volatile 2016, U.S. market volatility was exceptionally low in 2017. While 2018 got off to a strong start, U.S. equity markets began to vacillate wildly in February, and volatility surged as a result of a sharp rise in investor concern over the pace of interest rate hikes and the chances of rising inflation, which could slow economic growth. These stresses created uncertainty across global markets as well.

~~Despite the strong run in the global markets, inflation so far remains low and Central Banks’ monetary policies continue to vary among developed and emerging markets.~~positive territory. In the U.S., ~~three interest~~the presidential election passed with a market-friendly outcome, the distribution of multiple COVID-19 vaccines was initiated and the unemployment rate ~~increases occurred during 2017~~continued to decline. Meanwhile, after months of deadlock, a COVID-19 relief package was passed in the fourth quarter, consisting of direct payments, unemployment benefits and ~~several more are predicted for 2018, particularly if~~small business aid. However, even with the increasing likelihood of COVID-19 vaccines potentially boosting activity in 2021, significant slack in the economy ~~continues to exhibit low unemployment, ongoing growth~~ and ~~emerging evidence~~labor market by the end of ~~rising inflation. It remains to be seen how new tax legislation enacted in December 2017 will affect~~this year are likely. As a result, the U.S. Federal Reserve will likely keep interest rates near zero as the economy ~~going forward.~~ improves.

In ~~Europe, which~~the U.K., COVID-19 and Brexit uncertainty resulted in the worst performing year for its equity market since the 2008 financial crisis. However, with a Brexit deal reached in the final days of 2020 between the U.K. and the E.U. and the distribution of a COVID-19 vaccine, the U.K. economy may rebound in 2021. The Bank of England is ~~earlier in its economic~~likely to keep rates on hold during the recovery ~~than~~phase. In China, the ~~U.S., asset purchases by~~economy has returned to almost pre-pandemic output levels. Chinese efforts to re-center the ~~European Central Bank~~economy on a consumer-led model are expected to ~~end in 2018, Brexit negotiations are ongoing~~continue and ~~MiFID II went into effect at the start of 2018. And in China, with the pace of growth slowing, “quality” of growth is increasing in importance.~~

~~The challenges for active fund managers continued in 2017. While their investment performance improved on average in 2017, they still struggled to attract net new assets~~fiscal policy will likely remain supportive through 2021. More stimulus may be announced in the ~~face~~first quarter of ~~ongoing overwhelming demand~~2021 as the government continues to support consumption. While the economic outlook for ~~passive equity strategies~~China in 2021 appears positive, one big unknown is the future of the relationship between China and ~~accelerating demand for passive fixed income strategies. In~~ the U.S., where the shift from active to passive has been most prevalent, total industry-wide active mutual fund flows turned positive in 2017, with $56 billion, on strength in fixed income and international equity services. Activenew U.S. ~~equity mutual funds, however, still sustained $201 billion in outflows for the year,~~administration.

even though the percentage of outperforming active equity managers increased to 50%, versus 26% in 2016 and a long-term average of 34%. Meanwhile, total passive inflows continued to accelerate in 2017 and reached an all-time high of $692 billion.

MiFID II

~~The second installment of the Markets in Financial Instruments Directive~~In Europe, MiFID II, (~~“MiFID II”~~), which became effective on January 3, 2018, ~~makes~~has made significant modifications to the manner in which European broker-dealers can be compensated for research. These modifications are ~~recognized in the industry as having the potential~~believed to have significantly ~~decrease~~reduced the overall research spend by European buy-side ~~firms. Consequently,~~firms, which has decreased the revenues we derive from our ~~U.K.-based broker-dealer is considering new charging mechanisms for its~~European clients. Our European clients may continue to reduce their research in order to minimize this impact as part of its broader MiFID II implementation program. It is important to note, however, that our new charging techniques and other strategic decisions to address the new environment created by MiFID II may not be successful,budgets, which could result in a significant decline in our sell-side revenues.

Also, ~~although~~while MiFID II ~~does permit~~is not applicable to firms operating outside of Europe, competitive and client pressures may force buy-side firms ~~to purchase research through the use~~operating outside of ~~client-funded research payment accounts, most buy-side firms that operate in the Eurozone, including our U.K. buy-side subsidiaries, have decided to use their own funds~~Europe to pay for research from their own resources instead of through bundled trading commissions. If that occurs, we would expect that research budgets from those clients will decrease further, which could result in ~~the Eurozone. This change~~an additional significant decline in ~~practice will~~our sell-side revenues. Additionally, these competitive and client pressures may result in our buy-side operation paying for research out of our own resources instead of through bundled trading commissions, which could increase our firm's expenses ~~in the Eurozone~~ and ~~if this practice becomes more pervasive globally, it may have a significant adverse effect on~~decrease our ~~net income in future periods.~~operating income.

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The ultimate impact of MiFID II on payments for research globally ~~currently is~~remains uncertain.

~~AXA~~ Equitable Holdings IPO

~~On May 10, 2017,~~During the second quarter of 2018, AXA S.A. (~~“AXA”~~("AXA") ~~announced its intention to sell and list for trading~~ completed the sale of a minority stake ~~of its U.S. operations (expected to consist of AXA’s U.S. Life & Savings business~~in Equitable Holdings, Inc. (“EQH”) through an initial public offering ("IPO"). Since then, AXA has completed additional offerings and ~~its interest in AB)~~taken other steps, most recently during the ~~first half~~fourth quarter of ~~2018, subject to market conditions and SEC review process.~~ 2019. As a result, AXA owned less than 10% of the outstanding common stock of EQH as of December 31, 2020.

While we cannot at this time predict the ~~eventual~~full impact ~~if any,~~ on AB of this ~~proposed~~ transaction, ~~it could include~~such impact has included a reduction in the support AXA ~~has~~ provided to AB in the past with respect to AB's investment management business, resulting in a modest decrease toin our revenues and ability to initiate new investment services. Also, AB relies on AXA, including its subsidiary, AXA Business Services, for ~~a number of~~several significant services and ~~benefits~~AB has benefited from its affiliation with AXA in certain common vendor relationships. ~~These~~Some of these arrangements ~~also may~~have changed, and others are expected to change, with ~~possible negative~~immaterial financial implications for AB.

Our ending AUM at December 31, 2020 reflects $11.8 billion in 2020 outflows resulting from AXA's redemption of certain low-fee fixed income mandates. We expect these redemptions to total approximately $14 billion, with the remaining redemptions expected to be completed during the first half of 2021. The revenue we earn from the management of these assets is not significant.

Relocation Strategy

~~During 2017,~~On May 2, 2018, we ~~began exploring several U.S. cities for the purpose of establishing a second principal U.S. location. We intend to transition a significant number of~~announced that we would establish our ~~staff~~corporate headquarters in, and relocate approximately 1,050 jobs located in ~~our~~the New York metro ~~offices~~area to, Nashville, TN. Subsequently, on January 14, 2020, we announced our plans to relocate an additional 200 jobs to Nashville thereby increasing the total relocated jobs to 1,250. The decision to add the additional jobs was the result of the growth in our business, select investments we are making, and the in-sourcing of roles typically performed by consultants. Our Nashville headquarters will house Finance, IT, Operations, Legal, Compliance, Internal Audit, Human Capital, and Sales and Marketing. We have been actively relocating jobs and expect this ~~new location once we have finalized the city and secured office space. The~~ transition ~~period is expected~~ to ~~last a number of~~take several years. We will continue to maintain ~~an employee presence~~a principal location in New York City, which will ~~remain a principal location.~~house our Portfolio Management, Sell-Side Research and Trading, and New York-based Private Wealth Management businesses.

We believe ~~a second principal location~~relocating our corporate headquarters to Nashville will afford us the opportunity to provide an improved quality of life alternative for our employees and enable us to attract and recruit new talented employees to a highly desirable location while improving the long-term cost structure of the firm. ~~However, we expect to incur potentially material costs through~~

During the transition period, ~~including relocation, severance,~~which began in 2018 and ~~duplicative compensation and occupancy~~is expected to continue through 2024, we currently estimate we will incur transition costs ~~before realizing ongoing cost savings. We currently are unable~~of approximately $145 million to ~~estimate either the transitional costs or the ongoing cost savings as we have not yet completed our search process or finalized the scale of our relocation strategy.~~

~~Adjusted Operating Margin Target~~

~~We have adopted a goal of increasing our adjusted operating margin from 27.7% (which we achieved for 2017) to a target of 30% by 2020 (the “2020 Margin Target”), subject to the assumptions, factors and contingencies discussed below.~~

Actual results related to this target may vary depending on various factors, including capital market outcomes, the global regulatory environment in which we operate, the performance of our investment services, the net flows experienced by our investment services and the successful management of our costs. Also, the anticipated establishment of a second principal location outside of the New York City metropolitan area,$155 million, which is ~~described~~ ~~immediately above, will likely involve substantial transitional~~less than our previous estimate of $155 million to $165 million. These costs ~~including~~include employee relocation, severance, recruitment, and ~~duplicative~~overlapping compensation and occupancy costs. Over this same period, we expect to realize total expense savings of approximately $205 million to $215 million, which is greater than our previous estimate of $185 million to $195 million, and is an amount greater than the total transition costs. However, we did incur some transition costs before we began to realize expense savings. For the period beginning in 2018 and ending in 2020, we incurred $70 million of cumulative transition costs compared to $46 million of cumulative savings. In 2020, expense savings of $30 million were greater than transition costs of $26 million, resulting in a net increase of $0.01 in net income per unit (“EPU”). We currently anticipate an EPU increase in 2021 of approximately $0.02 and expect to achieve increasing EPU accretion in each year thereafter. Beginning in 2025, once the transition period has been completed, we estimate ongoing annual expense savings towards the upper end of the range of $75 million to $80 million, which will result from a combination of occupancy and compensation-related savings. Our estimates for both the transition costs and the corresponding expense savings are ~~unable to estimate precisely these interim transitional~~based upon our current assumptions of employee relocation costs, ~~or the expected ongoing cost savings, or~~severance, and overlapping compensation and occupancy costs. In addition, our estimates for both the timing of ~~these~~when we incur transition costs and realize the related expense savings asare based on our current relocation implementation plan and the timing for execution of each phase. The actual total charges we ~~have not yet completed our search process or finalized~~eventually record, the ~~scale of our relocation strategy. If the transitional costs we incur in 2019 and 2020 significantly exceed any cost~~related expense savings we realize, ~~in those years~~and timing of EPU impact may differ from our ~~relocation strategy,~~current estimates as we implement each phase of our ~~actual adjusted~~headquarters relocation.

During October 2018, we signed a lease, which commenced in the fourth quarter of 2020, relating to 218,976 square feet of space at our new Nashville headquarters. Our estimated total base rent obligation (excluding taxes, operating ~~margin for 2020 will be adversely affected~~expenses and ~~as a result, we may not reach~~utilities) over the ~~2020 Margin Target.~~15-year initial lease term is $134 million.

~~In setting our 2020 Margin Target,~~

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Although we have ~~made significant assumptions with respect to, among other things:~~

~~the levels of positive net flows into~~presented our ~~investment services;~~

~~the level of growth (in terms of additional AUM) in our alternatives product business;~~

~~the rate of increase in our fixed~~transition costs ~~due to inflation~~ and similar factors, the transitional costs related to our relocation strategy and the timing of such costs, the success we have in achieving planned new cost reductions (including those relating to our relocation strategy) and the timing of such cost reductions, and the investments we make in our business; and

~~general conditions of the markets in which our business operates, including modest continued appreciation in both equity and fixed income total investment returns.~~

~~While our 2020 Margin Target is presented~~annual expense savings with numerical specificity, and we believe ~~the target~~these targets to be reasonable as of the date of this report, the uncertainties surrounding the assumptions we discuss above create a significant risk that these ~~assumptions~~targets may not be ~~realized.~~achieved. Accordingly, the expenses we actually incur and the savings we actually realize may differ from our ~~2020 Margin Target may not be achieved,~~targets, particularly if actual events adversely differ from one or more of our key assumptions. The ~~2020 Margin Target~~transition costs and ~~its~~expense savings, together with their underlying assumptions, are Forward-Looking Statements and can be affected by any of the factors discussed in “Risk Factors” and “Cautions Regarding Forward-Looking Statements” in this 10-K. We strongly caution investors not to place undue reliance on any of these assumptions or our ~~2020 Margin Target.~~cost and expense targets. Except as may be required by applicable securities laws, we are not under any obligation, and we expressly disclaim any obligation, to update or alter any assumptions, estimates, financial goals, targets, projections or other related statements that we may make.

Adjusted Operating Margin Target

We previously adopted a goal of increasing our adjusted operating margin to a target of 30% by 2020 (the “2020 Margin Target”), subject to the assumptions, factors and contingencies described as part of our initial disclosure of this target. Our adjusted operating margin, which was 27.5% for 2019, increased to 30.1% for 2020, achieving our target. We do not currently expect to set a new adjusted operating margin target going forward.

Our AUM and, therefore, our investment advisory revenues, including performance-based fee revenues, are heavily dependent on the level and volatility of the financial markets, which ended 2020 favorably. Despite the challenges faced from the COVID-19 pandemic (please refer to “Impact of COVID-19” above and “Risk Factors” in Item 1A), we benefited from certain of our adjusted operating expenses declining significantly, such as costs associated with travel and entertainment and client meetings during 2020. We do not anticipate the COVID-19-related cost-savings or market tailwinds to be indicative of future performance. We also expect continued investments in growth initiatives for our firm. Considering these factors, our adjusted operating margin may be less favorable in future periods, although we will continue to strive for improvement over the long-term.

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Assets Under Management

Assets under management by distribution channel are as follows:


	As of December 31,						% Change					As of December 31,						% Change
	2017		2016		2015		2017-16		2016-15			2020		2019		2018		2020-19		2019-18
	(in billions)											(in billions)
Institutions	$	269.3	$	239.3	$	236.2	12.5	%	1.3	%	Institutions	$	315.6	$	282.7	$	246.3	11.6	%	14.8	%
Retail	192.9		160.2		154.4		20.5		3.8		Retail	265.3		239.2		180.8		10.9		32.3
Private Wealth Management	92.3		80.7		76.8		14.2		5.1		Private Wealth Management	105.0		101.0		89.3		3.9		13.2
Total	$	554.5	$	480.2	$	467.4	15.5		2.7		Total	$	685.9	$	622.9	$	516.4	10.1		20.6

Assets under management by investment service are as follows:

As of December 31, % Change
2017 2016 2015 2017-16 2016-15
(in billions)

Equity

Actively Managed $ 139.4
$ 111.9
$ 110.6
24.6 % 1.2 %
Passively Managed ⁽¹⁾
54.3
48.1
46.4
13.0
3.6
Total Equity 193.7
160.0
157.0
21.1
1.9

Fixed Income

Actively Managed

Taxable 247.9
220.9
207.4
12.2
6.5
Tax-exempt 40.4
36.9
33.5
9.5
10.2
288.3
257.8
240.9
11.8
7.0
Passively Managed ⁽¹⁾
9.9
11.1
10.0
(10.4 ) 11.1
Total Fixed Income 298.2
268.9
250.9
10.9
7.2

Other ⁽²⁾

Actively Managed 61.9
50.8
59.1
21.7
(14.0 )
Passively Managed ⁽¹⁾
0.7
0.5
0.4
37.0
30.4
Total Other 62.6
51.3
59.5
21.8
(13.7 )
Total $ 554.5
$ 480.2
$ 467.4
15.5
2.7


	As of December 31,						% Change
	2020		2019		2018		2020-19		2019-18
	(in billions)
Equity
Actively Managed	$	217.8	$	177.2	$	136.2	22.9	%	30.1	%
Passively Managed (1)	64.5		60.1		50.2		7.3		19.9
Total Equity	282.3		237.3		186.4		19.0		27.4

Fixed Income
Actively Managed
Taxable	263.2		258.3		219.7		1.9		17.6
Tax-exempt	50.3		47.1		41.7		6.7		13.1
	313.5		305.4		261.4		2.6		16.9
Passively Managed (1)	8.5		9.3		9.4		(8.4)		(1.5)
Total Fixed Income	322.0		314.7		270.8		2.3		16.2

Alternatives/Multi-Asset Solutions(2)
Actively Managed	79.1		69.3		58.3		14.2		18.8
Passively Managed (1)	2.5		1.6		0.9		54.1		76.8
Total Other	81.6		70.9		59.2		15.1		19.7
Total	$	685.9	$	622.9	$	516.4	10.1		20.6


~~(1)~~	~~Includes index and enhanced index services.~~


~~(2)~~	~~Includes certain multi-asset solutions and services and certain alternative investments.~~

(1)Includes index and enhanced index services.

(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.

Table of Contents

Changes in assets under management during ~~2017~~2020 and ~~2016~~2019 are as follows:

Distribution Channel
Institutions Retail
Private
Wealth
Management
Total
(in billions)
Balance as of December 31, 2016 $ 239.3
$ 160.2
$ 80.7
$ 480.2
Long-term flows:

Sales/new accounts 13.4
53.8
11.5
78.7
Redemptions/terminations (11.5 ) (38.6 ) (10.6 ) (60.7 )
Cash flow/unreinvested dividends 1.7
(6.3 ) (0.2 ) (4.8 )
Net long-term inflows 3.6
8.9
0.7
13.2
Market appreciation 26.4
23.8
10.9
61.1
Net change 30.0
32.7
11.6
74.3
Balance as of December 31, 2017 $ 269.3
$ 192.9
$ 92.3
$ 554.5

Balance as of December 31, 2015 $ 236.2
$ 154.4
$ 76.8
$ 467.4
Long-term flows:

Sales/new accounts 21.6
41.2
10.2
73.0
Redemptions/terminations (15.7 ) (40.8 ) (9.3 ) (65.8 )
Cash flow/unreinvested dividends (11.3 ) (5.2 ) (0.5 ) (17.0 )
Net long-term inflows (outflows) (5.4 ) (4.8 ) 0.4
(9.8 )
Transfers —
0.1
(0.1 ) —
Acquisition 2.5
—
—
2.5
AUM adjustment⁽³⁾
(3.0 ) —
—
(3.0 )
Market (depreciation) appreciation 9.0
10.5
3.6
23.1
Net change 3.1
5.8
3.9
12.8
Balance as of December 31, 2016 $ 239.3
$ 160.2
$ 80.7
$ 480.2

Investment Service

Equity
Actively
Managed

Equity
Passively
Managed⁽¹⁾

Fixed
Income
Actively
Managed
- Taxable

Fixed
Income
Actively
Managed -
Tax-
Exempt

Fixed
Income
Passively
Managed⁽¹⁾

Other⁽²⁾
Total
(in billions)
Balance as of December 31, 2016 $ 111.9
$ 48.1
$ 220.9
$ 36.9
$ 11.1
$ 51.3
$ 480.2
Long-term flows:

Sales/new accounts 21.9
1.1
41.1
7.9
0.1
6.6
78.7
Redemptions/terminations (19.0 ) (1.4 ) (29.8 ) (5.9 ) (1.8 ) (2.8 ) (60.7 )
Cash flow/unreinvested dividends (2.1 ) (4.0 ) 1.5
(0.1 ) —
(0.1 ) (4.8 )
Net long-term inflows (outflows) 0.8
(4.3 ) 12.8
1.9
(1.7 ) 3.7
13.2
Market appreciation 26.7
10.5
14.2
1.6
0.5
7.6
61.1
Net change 27.5
6.2
27.0
3.5
(1.2 ) 11.3
74.3
Balance as of December 31, 2017 $ 139.4
$ 54.3
$ 247.9
$ 40.4
$ 9.9
$ 62.6
$ 554.5

Balance as of December 31, 2015 $ 110.6
$ 46.4
$ 207.4
$ 33.5
$ 10.0
$ 59.5
$ 467.4
Long-term flows:

Sales/new accounts 14.4
0.5
45.8
8.5
0.2
3.6
73.0
Redemptions/terminations (19.3 ) (1.0 ) (31.0 ) (5.0 ) (0.6 ) (8.9 ) (65.8 )
Cash flow/unreinvested dividends (2.7 ) (2.0 ) (9.1 ) (0.2 ) 1.1
(4.1 ) (17.0 )
Net long-term (outflows) inflows (7.6 ) (2.5 ) 5.7
3.3
0.7
(9.4 ) (9.8 )
Acquisition —
—
—
—
—
2.5
2.5
AUM adjustment⁽³⁾
—
—
—
—
—
(3.0 ) (3.0 )
Market appreciation 8.9
4.2
7.8
0.1
0.4
1.7
23.1
Net change 1.3
1.7
13.5
3.4
1.1
(8.2 ) 12.8
Balance as of December 31, 2016 $ 111.9
$ 48.1
$ 220.9
$ 36.9
$ 11.1
$ 51.3
$ 480.2


	Distribution Channel
	Institutions		Retail		Private Wealth Management		Total
	(in billions)
Balance as of December 31, 2019	$	282.7	$	239.2	$	101.0	$	622.9
Long-term flows:
Sales/new accounts	30.9		78.9		14.3		124.1
Redemptions/terminations	(23.3)		(69.5)		(16.5)		(109.3)
Cash flow/unreinvested dividends	(6.6)		(11.0)		0.2		(17.4)
Net long-term inflows (outflows)(2)	1.0		(1.6)		(2.0)		(2.6)
Acquisitions	—		0.2		—		0.2
Transfers	1.4		(0.6)		(0.8)		—
Market appreciation	30.5		28.1		6.8		65.4
Net change	32.9		26.1		4.0		63.0
Balance as of December 31, 2020	$	315.6	$	265.3	$	105.0	$	685.9

Balance as of December 31, 2018	$	246.3	$	180.8	$	89.3	$	516.4
Long-term flows:
Sales/new accounts	17.1		75.3		11.3		103.7
Redemptions/terminations	(12.0)		(44.0)		(12.4)		(68.4)
Cash flow/unreinvested dividends	(2.7)		(7.5)		0.1		(10.1)
Net long-term inflows (outflows)	2.4		23.8		(1.0)		25.2
Adjustments(1)	—		—		(0.9)		(0.9)
Transfers	—		0.1		(0.1)		—
Market appreciation	34.0		34.5		13.7		82.2
Net change	36.4		58.4		11.7		106.5
Balance as of December 31, 2019	$	282.7	$	239.2	$	101.0	$	622.9

(1)Approximately $900 million of non-investment management fee earning taxable and tax-exempt money market assets

were removed from assets under management during the second quarter of 2019.

(2)Institutional net flows for 2020 include $11.8 billion of AXA redemptions of certain low-fee fixed income mandates.

Table of Contents


	Investment Service
	Equity Actively Managed		Equity Passively Managed(1)		Fixed Income Actively Managed - Taxable		Fixed Income Actively Managed - Tax- Exempt		Fixed Income Passively Managed(1)		Alternatives/Multi-Asset Solutions(2)		Total
	(in billions)
Balance as of December 31, 2019	$	177.2	$	60.1	$	258.3	$	47.1	$	9.3	$	70.9	$	622.9
Long-term flows:
Sales/new accounts	51.4		1.7		54.3		10.3		—		6.4		124.1
Redemptions/terminations	(36.7)		(1.9)		(58.3)		(9.5)		(0.3)		(2.6)		(109.3)
Cash flow/unreinvested dividends	(7.3)		(4.4)		(5.8)		0.2		(1.3)		1.2		(17.4)
Net long-term inflows (outflows)(3)	7.4		(4.6)		(9.8)		1.0		(1.6)		5.0		(2.6)
Acquisition	—		—		—		—		—		0.2		0.2

Market appreciation	33.2		9.0		14.7		2.2		0.8		5.5		65.4
Net change	40.6		4.4		4.9		3.2		(0.8)		10.7		63.0
Balance as of December 31, 2020	$	217.8	$	64.5	$	263.2	$	50.3	$	8.5	$	81.6	$	685.9

Balance as of December 31, 2018	$	136.2	$	50.2	$	219.7	$	41.7	$	9.4	$	59.2	$	516.4
Long-term flows:
Sales/new accounts	34.7		0.5		53.0		10.0		0.1		5.4		103.7
Redemptions/terminations	(26.4)		(0.8)		(31.5)		(6.8)		(0.4)		(2.5)		(68.4)
Cash flow/unreinvested dividends	(4.3)		(3.8)		(2.8)		(0.2)		(0.6)		1.6		(10.1)
Net long-term inflows (outflows)	4.0		(4.1)		18.7		3.0		(0.9)		4.5		25.2
Adjustments(4)	—		—		(0.4)		(0.5)		—		—		(0.9)
Market (depreciation) appreciation	37.0		14.0		20.3		2.9		0.8		7.2		82.2
Net change	41.0		9.9		38.6		5.4		(0.1)		11.7		106.5
Balance as of December 31, 2019	$	177.2	$	60.1	$	258.3	$	47.1	$	9.3	$	70.9	$	622.9


~~(1)~~			~~Includes index and enhanced index services.~~


~~(2)~~	~~Includes certain multi-asset solutions and services and certain alternative investments.~~


~~(3)~~	During the second quarter of 2016, we removed $3.0 billion of Customized Retirement Solutions assets from AUM as our asset management services transitioned to consulting services. In addition, we previously made minor adjustments to reported AUM for reporting methodology changes that do not represent inflows or outflows.

(1)Includes index and enhanced index services.

(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.

(3)Fixed income – taxable investment service net flows for 2020 include $11.8 billion of AXA redemptions of certain low-fee fixed income mandates.

(4)Approximately $900 million of non-investment management fee earning taxable and tax-exempt money market assets

were removed from assets under management during the second quarter of 2019.

Table of Contents

Net long-term inflows (outflows) for actively managed investment services as compared to passively managed investment services during ~~2017~~2020 and ~~2016~~2019 are as follows:


	Years Ended December 31,
	2020		2019
	(in billions)
Actively Managed
Equity	$	7.4	$	4.0
Fixed Income	(8.8)		21.7
Alternatives/Multi-Asset Solutions	4.5		4.0
	3.1		29.7
Passively Managed
Equity	(4.6)		(4.1)
Fixed Income	(1.6)		(0.9)
Alternatives/Multi-Asset Solutions	0.5		0.5
	(5.7)		(4.5)
Total net long-term (outflows) inflows	$	(2.6)	$	25.2

Years Ended December 31,
2017 2016
(in billions)
Actively Managed
Equity $ 0.8
$ (7.6 )
Fixed Income 14.7
9.0
Other 3.6
(9.5 )
19.1
(8.1 )
Passively Managed

Equity (4.3 ) (2.5 )
Fixed Income (1.7 ) 0.7
Other 0.1
0.1
(5.9 ) (1.7 )
Total net long-term inflows $ 13.2
$ (9.8 )

Average assets under management by distribution channel and investment service are as follows:

Years Ended December 31, % Change
2017 2016 2015 2017-16 2016-15
(in billions)

Distribution Channel:

Institutions $ 253.8
$ 243.4
$ 242.9
4.3 % 0.2 %
Retail 177.5
157.7
160.6
12.6
(1.8 )
Private Wealth Management 86.7
78.9
77.2
9.8
2.2
Total $ 518.0
$ 480.0
$ 480.7
7.9
(0.1 )

Investment Service:

Equity Actively Managed $ 125.6
$ 109.4
$ 113.2
14.8
(3.3 )
Equity Passively Managed⁽¹⁾
50.8
46.5
49.3
9.3
(5.7 )
Fixed Income Actively Managed – Taxable 236.3
221.5
217.7
6.6
1.8
Fixed Income Actively Managed – Tax-exempt 38.8
36.3
32.6
7.0
11.1
Fixed Income Passively Managed⁽¹⁾
10.3
11.0
10.1
(6.4 ) 8.4
Other⁽²⁾
56.2
55.3
57.8
1.7
(4.3 )
Total $ 518.0
$ 480.0
$ 480.7
7.9
(0.1 )


	Years Ended December 31,						% Change
	2020		2019		2018		2020-19		2019-18
	(in billions)
Distribution Channel:
Institutions	$	285.9	$	265.4	$	258.1	7.7	%	2.8	%
Retail	236.5		212.3		191.8		11.4		10.7
Private Wealth Management	97.1		96.5		94.3		0.7		2.3
Total	$	619.5	$	574.2	$	544.2	7.9		5.5

Investment Service:
Equity Actively Managed	$	179.8	$	158.4	$	146.4	13.5		8.2
Equity Passively Managed(1)	57.1		56.4		53.8		1.2		4.8
Fixed Income Actively Managed – Taxable	254.4		239.7		230.3		6.2		4.1
Fixed Income Actively Managed – Tax-exempt	47.9		44.6		41.3		7.5		8.0
Fixed Income Passively Managed(1)	9.4		9.4		9.8		0.2		(4.4)
Alternatives/Multi-Asset Solutions(2)	70.9		65.7		62.6		7.8		5.1
Total	$	619.5	$	574.2	$	544.2	7.9		5.5


~~(1)~~	~~Includes index and enhanced index services.~~


~~(2)~~	~~Includes certain multi-asset solutions and services and certain alternative investments.~~

(1)Includes index and enhanced index services.

(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.

During ~~2017,~~2020, our Institutional channel average AUM of ~~$253.8~~$285.9 billion increased ~~$10.4~~$20.5 billion, or ~~4.3%~~7.7%, compared to ~~2016,~~2019, primarily due to ~~our Institutional~~this AUM increasing ~~$30.0~~$32.9 billion, or ~~12.5%~~11.6%, to ~~$269.3~~$315.6 billion over the last twelve months. The ~~$30.0~~$32.9 billion increase in AUM resulted primarily from market appreciation of $30.5 billion and net inflows of $1.0 billion. During 2019, our Institutional channel average AUM of $265.4 billion increased $7.3 billion, or 2.8%, compared to 2018, primarily due to this AUM increasing $36.4 billion, or 14.8%, to $282.7 billion during 2019. The $36.4 billion increase in AUM resulted from market appreciation of ~~$26.4~~$34.0 billion and net inflows of ~~$3.6 billion. During 2016, our Institutional channel average AUM of $243.4 billion increased $0.5 billion, or 0.2%, compared to 2015, primarily due to~~

our Institutional AUM increasing $3.1 billion, or 1.3%, to $239.3 billion during 2016. The $3.1 billion increase in AUM primarily resulted from market appreciation of $9.0 billion, offset by net outflows of $5.4$2.4 billion.

Table of Contents

During ~~2017,~~2020, our Retail channel average AUM of ~~$177.5~~$236.5 billion increased ~~$19.8~~$24.2 billion, or ~~12.6%~~11.4%, compared to ~~2016,~~2019, primarily due to ~~our Retail~~this AUM increasing ~~$32.7~~$26.1 billion, or ~~20.5%~~10.9%, to ~~$192.9~~$265.3 billion over the last twelve months. The ~~$32.7~~$26.1 billion increase in AUM resulted primarily from market appreciation of $28.1 billion, partially offset by net outflows of $1.6 billion. During 2019, our Retail channel average AUM of $212.3 billion increased $20.5 billion, or 10.7%, compared to 2018, primarily due to this AUM increasing $58.4 billion, or 32.3%, to $239.2 billion during 2019. The $58.4 billion increase in AUM resulted primarily from market appreciation of $34.5 billion and net inflows of $23.8 billion.

During 2020, our Private Wealth Management channel average AUM of $97.1 billion increased $0.6 billion, or 0.7%, compared to 2019, primarily due to this AUM increasing $4.0 billion, or 3.9%, to $105.0 billion over the last twelve months. The $4.0 billion increase in AUM resulted primarily from market appreciation of $6.8 billion, partially offset by net outflows of $2.0 billion. During 2019, our Private Wealth Management channel average AUM of $96.5 billion increased $2.2 billion, or 2.3%, compared to 2018, primarily due to this AUM increasing $11.7 billion, or 13.2%, to $101.0 billion during 2019. The $11.7 billion increase in AUM resulted from market appreciation of ~~$23.8~~$13.7 billion, and net inflows of $8.9 billion. During 2016, our Retail channel average AUM of $157.7 billion decreased $2.9 billion, or 1.8%, compared to 2015; however, our Retail channel AUM increased $5.8 billion, or 3.8%, to $160.2 billion during 2016. The $5.8 billion increase in AUM for 2016 primarily resulted from market appreciation of $10.5 billion,partially offset by net outflows of ~~$4.8 billion.~~

During 2017, our Private Wealth Management channel average AUM of $86.7 billion increased $7.8 billion, or 9.8%, compared to 2016, primarily due to our Private Wealth Management AUM increasing $11.6 billion, or 14.2%, to $92.3 billion over the last twelve months. The $11.6 billion increase in AUM resulted from market appreciation of $10.9$1.0 billion and ~~net inflows~~an adjustment of ~~$0.7 billion. During 2016, our Private Wealth Management channel average AUM~~$0.9 billion in the second quarter of ~~$78.9 billion increased $1.7 billion, or 2.2%, compared~~2019 relating to 2015, primarily due to our Private Wealth Management AUM increasing $3.9 billion, or 5.1%, to $80.7 billion during 2016. The $3.9 billion increase in AUM for 2016 primarily resulted from market appreciationthe removal of ~~$3.6 billion and net inflows of $0.4 billion.~~non-investment management fee earning assets.

Absolute investment composite returns, gross of fees, and relative performance as of December 31, ~~2017~~2020 compared to benchmarks for certain representative Institutional equity and fixed income services are as follows:


	1-Year		3-Year		5-Year

Global High Income - Hedged (fixed income)
Absolute return	3.6	%	4.7	%	7.8	%
Relative return (vs. Bloomberg Barclays Global High Yield Index - Hedged)	(2.1)		(0.6)		(0.1)
Global Plus - Hedged (fixed income)
Absolute return	5.9		5.3		5.1
Relative return (vs. Bloomberg Barclays Global Aggregate Index - Hedged)	0.3		0.1		0.6
Intermediate Municipal Bonds (fixed income)
Absolute return	4.3		3.9		3.1
Relative return (vs. Lipper Short/Int. Blended Muni Fund Avg)	0.9		0.8		0.7
U.S. Strategic Core Plus (fixed income)
Absolute return	8.0		5.7		5.3
Relative return (vs. Bloomberg Barclays U.S. Aggregate Index)	0.5		0.4		0.8
Emerging Market Debt (fixed income)
Absolute return	8.3		5.3		8.1
Relative return (vs. JPM EMBI Global/JPM EMBI)	2.4		0.3		1.2
Sustainable Global Thematic
Absolute return	40.9		19.0		18.3
Relative return (vs. MSCI ACWI Index)	24.6		8.9		6.1
International Strategic Core Equity
Absolute return	6.9		5.5		8.3
Relative return (vs. MSCI EAFE Index)	(0.9)		1.2		0.9

Table of Contents

1-Year 3-Year 5-Year

Global High Income - Hedged (fixed income)
Absolute return 9.2 % 7.0 % 6.3 %
Relative return (vs. Bloomberg Barclays Global High Yield Index - Hedged) 0.8
(0.6 ) —
U.S. High Yield (fixed income)
Absolute return 7.0
5.9
6.1
Relative return (vs. Bloomberg Barclays U.S. Corp. High Yield Index) (0.5 ) (0.5 ) 0.3
Global Plus - Hedged (fixed income)
Absolute return 3.7
3.5
3.6
Relative return (vs. Bloomberg Barclays Global Aggregate Index - Hedged) 0.6
0.8
0.5
Intermediate Municipal Bonds (fixed income)
Absolute return 3.6
2.2
2.1
Relative return (vs. Lipper Short/Int. Blended Muni Fund Avg) 0.6
0.7
0.7
U.S. Strategic Core Plus (fixed income)
Absolute return 4.4
3.3
3.0
Relative return (vs. Bloomberg Barclays U.S. Aggregate Index) 0.8
1.1
0.9
Emerging Market Debt (fixed income)
Absolute return 11.0
7.3
4.1
Relative return (vs. JPM EMBI Global/JPM EMBI) 1.7
0.4
0.3
Emerging Markets Value
Absolute return 29.9
7.8
3.6
Relative return (vs. MSCI EM Index) (7.4 ) (1.3 ) (0.8 )
Global Strategic Value
Absolute return 22.4
9.1
13.6
Relative return (vs. MSCI ACWI Index) (1.5 ) (0.2 ) 2.7
U.S. Small & Mid Cap Value
Absolute return 14.0
11.0
15.9
Relative return (vs. Russell 2500 Value Index) 3.6
1.7
2.7


	1-Year	3-Year	5-Year
U.S. Small & Mid Cap Value
Absolute return	4.6	2.8	9.3
Relative return (vs. Russell 2500 Value Index)	(0.3)	(1.6)	(0.1)
U.S. Strategic Value
Absolute return	1.8	2.0	6.4
Relative return (vs. Russell 1000 Value Index)	(1.0)	(4.0)	(3.3)
U.S. Small Cap Growth
Absolute return	55.6	28.8	25.6
Relative return (vs. Russell 2000 Growth Index)	20.9	12.6	9.3
U.S. Large Cap Growth
Absolute return	35.4	23.4	21.0
Relative return (vs. Russell 1000 Growth Index)	(3.1)	0.4	—
U.S. Small & Mid Cap Growth
Absolute return	54.0	25.1	22.5
Relative return (vs. Russell 2500 Growth Index)	13.5	5.2	3.8
Concentrated U.S. Growth
Absolute return	21.6	20.5	18.4
Relative return (vs. S&P 500 Index)	3.2	6.3	3.2
Select U.S. Equity
Absolute return	16.5	13.4	14.7
Relative return (vs. S&P 500 Index)	(1.9)	(0.8)	(0.6)
Strategic Equities
Absolute return	18.2	13.6	14.2
Relative return (vs. Russell 3000 Index)	(2.6)	(0.8)	(1.2)
Global Core Equity
Absolute return	11.2	11.1	13.5
Relative return (vs. MSCI ACWI Index)	(5.0)	1.0	1.2
U.S. Strategic Core Equity
Absolute return	8.2	12.0	12.5
Relative return (vs. S&P 500 Index)	(10.2)	(2.1)	(2.7)
Select U.S. Equity Long/Short
Absolute return	11.6	9.7	10.0
Relative return (vs. S&P 500 Index)	(6.8)	(4.4)	(5.2)

U.S. Strategic Value
Absolute return 14.6
6.1
13.8
Relative return (vs. Russell 1000 Value Index) 1.0
(2.6 ) (0.2 )
U.S. Small Cap Growth
Absolute return 35.9
13.6
16.4
Relative return (vs. Russell 2000 Growth Index) 13.8
3.3
1.2
U.S. Large Cap Growth
Absolute return 33.0
15.5
19.7
Relative return (vs. Russell 1000 Growth Index) 2.7
1.8
2.4
U.S. Small & Mid Cap Growth
Absolute return 33.5
12.2
15.5
Relative return (vs. Russell 2500 Growth Index) 9.1
1.3
—
Concentrated U.S. Growth
Absolute return 24.6
10.7
16.8
Relative return (vs. S&P 500 Index) 2.7
(0.7 ) 1.0
Select U.S. Equity
Absolute return 23.4
11.5
16.0
Relative return (vs. S&P 500 Index) 1.5
0.1
0.2
Strategic Equities
Absolute return 20.3
11.1
15.8
Relative return (vs. Russell 3000 Index) (0.8 ) —
0.2
Global Core Equity
Absolute return 26.3
10.6
12.4
Relative return (vs. MSCI ACWI Index) 2.4
1.3
1.6

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Consolidated Results of Operations

Years Ended December 31, % Change
2017 2016 2015 2017-16 2016-15
(in thousands, except per unit amounts)

Net revenues $ 3,298,521
$ 3,028,779
$ 3,020,727
8.9 % 0.3 %
Expenses 2,524,611
2,305,614
2,389,628
9.5
(3.5 )
Operating income 773,910
723,165
631,099
7.0
14.6
Income taxes 53,110
28,319
44,797
87.5
(36.8 )
Net income 720,800
694,846
586,302
3.7
18.5
Net income of consolidated entities attributable to non-controlling interests 58,397
21,488
6,375
171.8
237.1
Net income attributable to AB Unitholders $ 662,403
$ 673,358
$ 579,927
(1.6 ) 16.1
Diluted net income per AB Unit $ 2.45
$ 2.47
$ 2.10
(0.8 ) 17.6
Distributions per AB Unit $ 2.57
$ 2.15
$ 2.11
19.5
1.9
Operating margin⁽¹⁾
21.7 % 23.2 % 20.7 %


	Years Ended December 31,									% Change
	2020			2019			2018			2020-19		2019-18
	(in thousands, except per unit amounts)
Net revenues	$	3,708,536		$	3,518,432		$	3,367,361		5.4	%	4.5	%
Expenses	2,801,100			2,694,995			2,542,047			3.9		6.0
Operating income	907,436			823,437			825,314			10.2		(0.2)
Income taxes	45,653			41,754			45,816			9.3		(8.9)
Net income	861,783			781,683			779,498			10.2		0.3
Net (loss) income of consolidated entities attributable to non-controlling interests	(4,169)			29,641			21,910			n/m		35.3
Net income attributable to AB Unitholders	$	865,952		$	752,042		$	757,588		15.1		(0.7)
Diluted net income per AB Unit	$	3.19		$	2.78		$	2.78		14.7		—
Distributions per AB Unit	$	3.20		$	2.82		$	2.96		13.5		(4.7)
Operating margin(1)	24.6		%	22.6		%	23.9		%


~~(1)~~	~~Operating income excluding net income (loss) attributable to non-controlling interests as a percentage of net revenues.~~

(1)Operating income excluding net income (loss) attributable to non-controlling interests as a percentage of net revenues.

Net income attributable to AB Unitholders for the year ended December 31, ~~2017 decreased $11.0~~2020 increased $113.9 million from the year ended December 31, ~~2016.~~2019. The ~~decrease~~increase primarily is due to (in millions):


Higher base advisory fees	$	90.4
Higher distribution revenues	74.7
Higher Bernstein Research Services revenue	51.8
Higher net loss of consolidated entities attributable to non-controlling interest	33.8
Higher performance-based fees	33.0
Lower amortization of intangible assets	7.4
Lower interest on borrowings	6.9
Higher promotion and servicing expenses	(63.6)
Higher investment losses	(55.1)
Higher employee compensation and benefits	(51.4)
Lower net dividend and interest income	(11.9)
Higher general and administrative expenses (including real estate charges)	(3.0)
Other	0.9
	$	113.9

Higher employee compensation and benefits $ (83.7 )
Higher other general and administrative expenses (55.3 )
Higher net income of consolidated entities attributable to non-controlling interest (36.9 )
Higher promotion and servicing expenses (35.4 )
Lower Bernstein Research Services revenue (30.0 )
Higher income tax expenses (24.8 )
Lower adjustments to contingent payment arrangements (20.5 )
Higher real estate charges (19.0 )
Higher base advisory fees 204.9
Higher performance-based fees 62.0
Higher distribution revenues 27.7
$ (11.0 )

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Net income attributable to AB Unitholders for the year ended December 31, ~~2016 increased $93.4~~2019 decreased $5.5 million from the year ended December 31, ~~2015.~~2018. The ~~increase~~decrease primarily was due to (in millions):


Higher employee compensation and benefits	$	(64.0)
Higher promotion and servicing expenses	(51.7)
Higher general and administrative expenses (including real estate charges)	(31.9)
Lower Bernstein Research Services revenue	(31.5)
Lower performance-based fees	(18.5)
Higher net income of consolidated entities attributable to non-controlling interest	(7.7)
Higher base advisory fees	128.4
Higher distribution revenues	36.5
Higher investment gains	36.0
Other	(1.1)
	$	(5.5)

Higher investment gains $ 89.8
Lower employee compensation and benefits 38.2
Lower income taxes 16.5
Lower other promotion and servicing expenses 14.9
Lower estimates for contingent payment arrangements 14.8
Higher performance-based fees 9.0
Lower other general and administrative expenses 5.5
Lower base advisory fees (49.4 )
Higher real estate charges (16.7 )
Higher net income of consolidated entities attributable to non-controlling interests (15.1 )
Lower Bernstein Research Services revenue (13.6 )
Other (0.5 )
$ 93.4

~~Revenue Recognition~~

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers~~, which revises revenue recognition criteria for revenue arising from contracts with customers, requires certain costs to obtain and fulfill contracts with customers to be capitalized if they meet certain criteria, and expands disclosure requirements. We adopted this new accounting standard on January 1, 2018 on a modified retrospective basis, recognizing the cumulative effect of initial adoption in Partners’ Capital. Based on our analysis performed to-date, we do not expect any changes in the timing of revenue recognition for our base fees, distribution revenues, shareholder servicing revenues and broker-dealer revenues. However, performance-based fees, which are currently recognized at the end of the applicable measurement period when no risk of reversal remains, and carried-interest distributions received (considered performance-based fees), which are currently recorded as deferred revenues until no risk of reversal remains, may in certain instances be recognized earlier under the new standard, if it is probable that significant reversal of performance-based fees recognized will not occur. Currently, we expect the cumulative effect of initial adoption in partners' capital as of January 1, 2018 to be approximately $35 million. This amount represents carried-interest distributions previously received, net of revenue sharing payments to investment team members, with respect to which it is probable that significant reversal will not occur. Our future financial statements will include additional disclosures as required by ASU 2014-09.

~~Real Estate Charges~~

Since 2010, in connection with our workforce reductions and in an effort to reduce our global real estate footprint, we have implemented a global office space consolidation. As a result, we have sub-leased over one million square feet of office space.

~~During 2015, we recorded pre-tax real estate charges of $1.0 million, resulting from a change in estimates related to previously recorded real estate charges.~~

During 2016, we recorded pre-tax real estate charges of $17.7 million, resulting from new charges of $22.8 million relating to the further consolidation of office space at our New York offices, offset by changes in estimates related to previously recorded real estate charges of $5.1 million, which reflected the shortening of the lease term of our corporate headquarters from 2029 to 2024.

During 2017, we recorded pre-tax real estate charges of $36.7 million, resulting from new charges of $40.2 million primarily relating to the further consolidation of office space at our New York offices, offset by changes in estimates pertaining to previously recorded real estate charges of $3.5 million.

Units Outstanding

Each quarter, we consider 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 we select has the authority ~~under the terms and limitations specified in the plan~~ to repurchase AB Holding Units on our behalf in accordance with the terms ofand limitations specified in the plan. 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 fourth quarter of ~~2017~~2020 expired at the close of business on February ~~12, 2018.~~10, 2021. We may adopt additional plans in the future to engage in open-market purchases of AB Holding Units to help fund anticipated obligations under our incentive compensation award program and for other corporate purposes.

Cash Distributions

We are required to distribute all of our Available Cash Flow, as defined in the AB Partnership Agreement, to our Unitholders and the General Partner. Available Cash Flow typically is the adjusted diluted net income per unit for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter. In future periods, 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 that are made for adjusted net income should not be made with respect to the Available Cash Flow calculation. See Note 2 to our consolidated financial statements contained in Item 8 for a description of Available Cash Flow.

Management Operating Metrics

We are providing the non-GAAP measures “adjusted net ~~revenues”,~~revenues,” “adjusted operating income” and “adjusted operating margin” because they are the principal operating metrics management uses in evaluating and comparing period-to-period operating performance. Management principally uses these metrics in evaluating performance because they present a clearer picture of our 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 ~~consolidation~~ charges and other adjustment items. Similarly, we believe that these management operating metrics help investors better understand the underlying trends in our results and, accordingly, provide a valuable perspective for investors.

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 accounting principles generally accepted in the United States of America ("US GAAP") and non-GAAP measures in evaluating our financial performance. The non-GAAP measures alone may pose limitations because they do not include all of our revenues and expenses.

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	Years Ended December 31,										Years Ended December 31,
	2017			2016			2015				2020			2019			2018
	(in thousands)										(in thousands)
Net revenues, US GAAP basis	$	3,298,521		$	3,028,779		$	3,020,727		Net revenues, US GAAP basis	$	3,708,536		$	3,518,432		$	3,367,361
Adjustments:										Adjustments:
Long-term incentive compensation-related investment losses (gains)	(7,937		)	(1,175		)	1,903
Long-term incentive compensation-related dividends and interest	(1,954		)	(1,647		)	(1,938		)
Distribution-related payments	(420,350		)	(371,607		)	(393,033		)
Amortization of deferred sales commissions	(31,886		)	(41,066		)	(49,145		)
Pass-through fees and expenses	(40,531		)	(43,808		)	(47,479		)
Gain on sale of investment carried at cost	—			(75,273		)	—
Gain on sale of software technology	(4,592		)	—			—
90% of consolidated venture capital fund investment (gains)	(9,558		)	(11,575		)	(7,117		)
Distribution-related adjustments:										Distribution-related adjustments:
Distribution revenues										Distribution revenues	(529,781)			(455,043)			(418,562)
Investment advisory services fees										Investment advisory services fees	(66,858)			(47,951)			(29,967)
Pass through adjustments:										Pass through adjustments:
Investment advisory services fees										Investment advisory services fees	(18,279)			(20,914)			(4,395)
Other revenues										Other revenues	(39,333)			(35,926)			(35,824)
Impact of consolidated company-sponsored funds	(77,697		)	(13,314		)	—			Impact of consolidated company-sponsored funds	954			(33,044)			(38,142)
Long-term incentive compensation-related investment gains and dividend and interest										Long-term incentive compensation-related investment gains and dividend and interest	(6,772)			(8,939)			3,509
Write-down on investment										Write-down on investment	859			—			3,733
Impact of adoption of revenue recognition standard ASC 606										Impact of adoption of revenue recognition standard ASC 606	—			—			77,844
Other										Other	—			—			47
Adjusted net revenues	$	2,704,016		$	2,469,314		$	2,523,918		Adjusted net revenues	$	3,049,326		$	2,916,615		$	2,925,604

Operating income, US GAAP basis	$	773,910		$	723,165		$	631,099		Operating income, US GAAP basis	$	907,436		$	823,437		$	825,314
Adjustments:										Adjustments:
Real estate										Real estate	2,880			2,623			7,160
Long-term incentive compensation-related items	709			720			131			Long-term incentive compensation-related items	(83)			1,217			3,064
Gain on sale of investment carried at cost	—			(75,273		)	—
Gain on sale of software technology	(4,592		)	—			—
Real estate charges	36,669			17,704			998
CEO's EQH award compensation										CEO's EQH award compensation	802			1,125			—
Write-down of investment										Write-down of investment	859			—			3,733
Acquisition-related expenses	2,012			1,057			—			Acquisition-related expenses	3,301			6,734			1,924
Contingent payment arrangements	(193		)	(21,483		)	(7,212		)	Contingent payment arrangements	(1,366)			(3,051)			(2,429)
Impact of adoption of revenue recognition standard ASC 606										Impact of adoption of revenue recognition standard ASC 606	—			—			35,156
Other										Other	—			—			47
Sub-total of non-GAAP adjustments	34,605			(77,275		)	(6,083		)	Sub-total of non-GAAP adjustments	6,393			8,648			48,655
Less: Net income of consolidated entities attributable to non-controlling interests	58,397			21,488			6,375
Less: Net (loss) income of consolidated entities attributable to non-controlling interests										Less: Net (loss) income of consolidated entities attributable to non-controlling interests	(4,169)			29,641			21,910
Adjusted operating income	750,118			624,402			618,641			Adjusted operating income	917,998			802,444			852,059
Adjusted income taxes	56,709			44,559			44,365			Adjusted income taxes	46,176			40,684			47,289
Adjusted net income	$	693,409		$	579,843		$	574,276		Adjusted net income	$	871,822		$	761,760		$	804,770

Diluted net income per AB Unit, GAAP basis	2.45			2.47			2.10			Diluted net income per AB Unit, GAAP basis	$	3.19		$	2.78		$	2.78
Impact of non-GAAP adjustments	0.12			(0.34		)	(0.02		)	Impact of non-GAAP adjustments	0.02			0.03			0.18
Adjusted diluted net income per AB Unit	$	2.57		$	2.13		$	2.08		Adjusted diluted net income per AB Unit	$	3.21		$	2.81		$	2.96

Adjusted operating margin	27.7		%	25.3		%	24.5		%	Adjusted operating margin	30.1		%	27.5		%	29.1		%

Adjusted operating income for the year ended December 31, ~~2017~~2020 increased ~~$125.7~~$115.6 million, or ~~20.1%~~14.4%, from the year ended December 31, ~~2016,~~2019, primarily due to higher investment advisory base fees of ~~$207.9~~$74.1 million, higher Bernstein Research Services revenue of $51.8 million, lower promotion and servicing expenses of $33.4 million, higher performance-based fees of ~~$72.4~~$33.2 million, lower amortization of intangibles of $7.4 million and lower interest on borrowings of $6.9 million, partially offset by higher employee compensation expenses (excluding the impact of long-term incentive compensation-related items) of ~~$76.7~~$56.1 million, higher net investment losses of $22.8 million, lower net dividend and interest income of $8.5 million and higher general and administrative expenses of ~~$32.2 million, lower Bernstein Research Services revenue of $30.0 million and higher net distribution expenses of $12.0~~$8.2 million.

Adjusted operating income for the year ended December 31, ~~2016 increased $5.8~~2019 decreased $49.6 million, or ~~0.9%~~5.8%, from the year ended December 31, ~~2015,~~2018, primarily due to lower performance-based fees of $99.3 million, lower Bernstein Research Services

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revenue of $31.5 million, higher general and administrative expenses of $29.3 million and higher employee compensation ~~expense~~expenses (excluding the impact of long-term incentive compensation-related items) of ~~$42.1 million, lower promotion and servicing expenses of $14.1 million, higher performance-based fees of $9.1 million and lower general and administrative expenses of $6.9~~$8.3 million, offset by ~~lower~~higher investment advisory base fees of ~~$46.4 million, lower Bernstein Research Services revenue of $13.6~~$95.5 million and higher ~~net distribution expenses~~investments gains and losses revenue of ~~$13.1~~$22.4 million.

On January 1, 2018, as a result of our adoption of ASC 606, we recorded a cumulative effect adjustment, net of tax, of $35.0 million to partners’ capital in the consolidated statement of financial condition. This amount represented carried interest distributions of $77.9 million previously received, net of revenue sharing payments to investment team members, of $42.7 million, with respect to which it was probable that significant reversal would not occur. These amounts were included in adjusted net revenues and adjusted operating income in the first quarter of 2018.

Adjusted Net Revenues

~~Adjusted net~~Net Revenue, as adjusted, is reduced to exclude all of the company's distribution revenues, ~~exclude investment gains and losses and dividends and interest~~which are recorded as a separate line item on ~~employee long-term incentive compensation-related investments. In addition, adjusted net revenues offset distribution-related payments to third parties~~the consolidated statement of income, as well as ~~amortization~~a portion of ~~deferred sales commissions against~~investment advisory services fees received that is used to pay distribution ~~revenues.~~and servicing costs. For certain products, based on the distinct arrangements, certain distribution fees are collected by us and passed through to third-party client intermediaries, while for certain other products, we collect investment advisory services fees and a portion is passed through to third-party client intermediaries. In both arrangements, the third-party client intermediary owns the relationship with the client and is responsible for performing services and distributing the product to the client on our behalf. We believe offsetting ~~net~~distribution revenues ~~by distribution-related payments~~and certain investment advisory services fees is useful for our investors and other users of our financial statements because such presentation appropriately reflects the nature of these costs as pass-through payments to third parties ~~who~~that perform functions on behalf of our sponsored mutual funds and/or shareholders of these funds. ~~We offset~~Distribution-related adjustments fluctuate each period based on the type of investment products sold, as well as the average AUM over the period. Also, we adjust distribution revenues for the amortization of deferred sales commissions ~~against net revenues because such~~as these costs, over time, ~~essentially~~will offset ~~our distribution~~such revenues.

We ~~also exclude additional pass-through expenses we incur (primarily~~adjust investment advisory and services fees and other revenues for pass through costs, primarily related to our transfer ~~agency) that are reimbursed~~agent and ~~recorded as fees in revenues.~~shareholder servicing fees. These fees do not affect operating income, but they do affect our operating margin. As such, we exclude these fees from adjusted net revenues.

We adjust for the revenue impact of consolidating company-sponsored investment funds by eliminating the consolidated company-sponsored investment funds' revenues and including AB's fees from such consolidated company-sponsored investment funds and AB's investment gains and losses on its investments in such consolidated company-sponsored investment funds that were eliminated in consolidation. In addition, in 2017 we excluded a cumulative realized gain of $4.6 million on the exchange of software technology for an ownership stake in a third party provider of financial market data and trading tools and in 2016 we excluded a realized gain of $75.3 million resulting from the liquidation of an investment in Jasper Wireless Technologies, Inc. (~~"Jasper"), which was acquired by Cisco Systems, Inc., because these transactions are not part of our core operating results. Lastly, we~~

Also, adjusted net revenues exclude ~~90% of the~~ investment gains and losses and dividends and interest on employee long-term incentive compensation-related investments.

During the first quarter of 2020, we wrote-off an investment that had been received in exchange for the sale of software technology, bringing the balance to zero. Previously, we had been excluding the value of this investment from adjusted net revenues.

Lastly, adjusted net revenues include the impact of our ~~consolidated venture capital fund attributable to non-controlling interests.~~adoption of revenue recognition standard ASC 606 during the first quarter of 2018, asdiscussed above.

Adjusted Operating Income

Adjusted operating income represents operating income on a US GAAP basis excluding (1) real estate charges (credits), (2) the impact on net revenues and compensation expense of the investment gains and losses (as well as the dividends and interest) associated with employee long-term incentive compensation-related investments, ~~(2)~~(3) our CEO's EQH award compensation, as discussed below, (4) the ~~gain on the sale~~write-down of ~~our~~an investment ~~in Jasper in 2016, (3) the gain on the sale of software technology during 2017, (4) real estate charges,~~(discussed immediately above), (5) acquisition-related expenses, (6) adjustments to contingent payment arrangements, and (7) the impact of consolidated company-sponsored investment ~~funds.~~funds; provided, however, that adjusted operating income includes the revenues and expenses associated with our implementation of ASC 606 during the first quarter of 2018 discussed above.

Real estate charges (credits) have been excluded because they are not considered part of our core operating results when comparing financial results from period to period and to industry peers. However, beginning in the fourth quarter of 2019, real estate charges (credits), while excluded in the period in which the charges (credits) are recorded, are included ratably over the remaining applicable lease term.

Prior to 2009, a significant portion of employee compensation was in the form of ~~employee~~ long-term incentive compensation awards that were notionally invested in AB investment services and generally vested over a period of four years. AB economically hedged

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the exposure to market movements by purchasing and holding these investments on its balance sheet. All such investments had vested as of year-end 2012 and the investments have been delivered to the participants, except for those investments with respect to which the participant elected a long-term deferral. Fluctuation in the value of these investments, which also impacts compensation expense, is recorded within investment gains and losses on the income ~~statement and also impacts compensation expense.~~statement. Management believes it is useful to reflect the offset achieved from economically hedging the market exposure of these investments in the calculation of adjusted operating income and adjusted operating margin. The non-GAAP measures exclude gains and losses and dividends and interest on employee long-term incentive compensation-related investments included in revenues and compensation expense.

~~A realized gain~~The board of directors of EQH granted to Seth P. Bernstein (“CEO”), our President and Chief Executive Officer, equity awards in connection with EQH's IPO and Mr. Bernstein's membership on the ~~liquidation~~EQH Management Committee. Mr. Bernstein may receive additional equity or cash compensation from EQH in the future related to his service on the Management Committee. Any awards granted to Mr. Bernstein by EQH are recorded as compensation expense in AB’s consolidated statement of income. The compensation expense associated with these awards has been excluded from our ~~Jasper~~non-GAAP measures because they are non-cash and are based upon EQH's, and not AB's, financial performance.

The write-off of the investment ~~during 2016~~discussed above in Adjusted Net Revenues has been excluded due to its non-recurring nature and because it is not part of our core operating results.

A realized gain on the exchange of software technology for an ownership stake in a third party company during 2017 has been excluded due to its non-recurring nature and because it is not part of our core operating results.

~~Real estate charges have been excluded because they are not considered part of our core operating results when comparing financial results from period to period and to industry peers.~~

Acquisition-related expenses have been excluded because they are not considered part of our core operating results when comparing financial results from period to period and to industry peers. During 2020, these expenses included an intangible asset impairment charge of $1.5 million relating to our 2016 acquisition.

The recording of changes in estimates of ~~the~~ contingent consideration payable with respect to contingent payment arrangements associated with our acquisitions are not considered part of our core operating results and, accordingly, have been excluded.

Adjusted net revenues include the impact of our adoption of revenue recognition standard ASC 606 during the first quarter of 2018, as discussed above.

We adjusted for the operating income impact of consolidating certain company-sponsored investment funds by eliminating the consolidated company-sponsored funds' revenues and expenses and including AB's revenues and expenses that were eliminated in consolidation. We also excluded the limited partner interests we do not own.

Adjusted Net Income and Adjusted Diluted Net Income per AB Unit

As previously discussed, our quarterly distribution is typically our adjusted diluted net income per unit (which is derived from adjusted net income) for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter. Adjusted income taxes, used in calculating adjusted net income, are calculated using the GAAP effective tax rate adjusted for non-GAAP income tax adjustments.

Adjusted Operating Margin

Adjusted operating margin allows us to monitor our financial performance and efficiency from period to period without the volatility noted above in our discussion of adjusted operating income and to compare our performance to industry peers on a basis that better reflects our performance in our core business. Adjusted operating margin is derived by dividing adjusted operating income by adjusted net revenues.

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Net Revenues

The components of net revenues are as follows:


	Years Ended December 31,						% Change
	2020		2019		2018		2020-19		2019-18
	(in thousands)
Investment advisory and services fees:
Institutions:
Base fees	$	458,449	$	451,125	$	444,884	1.6	%	1.4	%
Performance-based fees	53,351		27,839		32,898		91.6		(15.4)
	511,800		478,964		477,782		6.9		0.2
Retail:
Base fees	1,186,560		1,076,495		992,037		10.2		8.5
Performance-based fees	24,412		22,510		18,278		8.4		23.2
	1,210,972		1,099,005		1,010,315		10.2		8.8
Private Wealth Management:
Base fees	817,801		844,809		807,147		(3.2)		4.7
Performance-based fees	54,863		49,266		66,967		11.4		(26.4)
	872,664		894,075		874,114		(2.4)		2.3
Total:
Base fees	2,462,810		2,372,429		2,244,068		3.8		5.7
Performance-based fees	132,626		99,615		118,143		33.1		(15.7)
	2,595,436		2,472,044		2,362,211		5.0		4.6
Bernstein Research Services	459,744		407,911		439,432		12.7		(7.2)
Distribution revenues	529,781		455,043		418,562		16.4		8.7
Dividend and interest income	50,923		104,421		98,226		(51.2)		6.3
Investment (losses) gains	(16,401)		38,659		2,653		n/m		n/m
Other revenues	104,703		97,559		98,676		7.3		(1.1)
Total revenues	3,724,186		3,575,637		3,419,760		4.2		4.6
Less: Interest expense	15,650		57,205		52,399		(72.6)		9.2
Net revenues	$	3,708,536	$	3,518,432	$	3,367,361	5.4		4.5

Years Ended December 31, % Change
2017 2016 2015 2017-16 2016-15
(in thousands)

Investment advisory and services fees:

Institutions:

Base fees $ 429,541
$ 403,503
$ 421,964
6.5 % (4.4 )%
Performance-based fees 45,159
17,394
12,496
159.6
39.2
474,700
420,897
434,460
12.8
(3.1 )
Retail:

Base fees 922,510
805,621
847,246
14.5
(4.9 )
Performance-based fees 24,216
3,333
8,807
626.6
(62.2 )
946,726
808,954
856,053
17.0
(5.5 )
Private Wealth Management:

Base fees 753,569
691,595
680,881
9.0
1.6
Performance-based fees 25,405
12,025
2,443
111.3
392.2
778,974
703,620
683,324
10.7
3.0
Total:

Base fees 2,105,620
1,900,719
1,950,091
10.8
(2.5 )
Performance-based fees 94,780
32,752
23,746
189.4
37.9
2,200,400
1,933,471
1,973,837
13.8
(2.0 )
Bernstein Research Services 449,919
479,875
493,463
(6.2 ) (2.8 )
Distribution revenues 412,063
384,405
427,156
7.2
(10.0 )
Dividend and interest income 71,162
46,939
24,872
51.6
88.7
Investment gains (losses) 92,102
93,353
3,551
(1.3 ) n/m
Other revenues 98,040
99,859
101,169
(1.8 ) (1.3 )
Total revenues 3,323,686
3,037,902
3,024,048
9.4
0.5
Less: Interest expense 25,165
9,123
3,321
175.8
174.7
Net revenues $ 3,298,521
$ 3,028,779
$ 3,020,727
8.9
0.3

Investment Advisory and Services Fees

Investment advisory and services fees are the largest component of our revenues. These fees generally are calculated as a percentage of the value of AUM as of a specified date, or as a percentage of the value of average AUM for the applicable billing period, and vary with the type of investment service, the size of account and the total amount of assets we manage for a particular client. Accordingly, fee income generally increases or decreases as AUM increase or decrease and is affected by market appreciation or depreciation, the addition of new client accounts or client contributions of additional assets to existing accounts, withdrawals of assets from and termination of client accounts, purchases and redemptions of mutual fund shares,

shifts of assets between accounts or products with different fee structures, and acquisitions. Our average basis points realized (investment advisory and services fees divided by average AUM) generally approximate 4030 to 110 basis points for actively-managed equity services, 10 to 75 basis points for actively-managed fixed income services and 2 to 20 basis points for passively-managed services. Average basis points realized for other services could range from 54 basis points for certain Institutional ~~asset allocation~~third party managed services to over 100 basis points for certain Retail and Private Wealth Management alternative services. These ranges include all-inclusive fee arrangements (covering investment management, trade execution and other services) for our Private Wealth Management clients.

We calculate AUM using established market-based valuation methods and fair valuation (non-observable market) methods. Market-based valuation methods include: last sale/settle prices from an exchange for actively-traded listed equities, options and futures; evaluated bid prices from recognized pricing vendors for fixed income, asset-backed or mortgage-backed issues; mid prices from recognized pricing vendors and brokers for credit default swaps; and quoted bids or spreads from pricing vendors and brokers for other derivative products. Fair valuation methods include: discounted cash flow models ~~evaluation of assets versus liabilities~~ or any other

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methodology that is validated and approved by our Valuation Committee (see paragraph immediately below for more information regarding our Valuation Committee). Fair valuation methods are used only where AUM cannot be valued using market-based valuation methods, such as in the case of private equity or illiquid securities.

The Valuation Committee, which consists of senior officers and employees, is responsible for overseeing the pricing and valuation of all investments held in client and AB portfolios. The Valuation Committee has adopted a Statement of Pricing Policies describing principles and policies that apply to pricing and valuing investments held in these portfolios. We also have a Pricing Group, which reports to the Valuation Committee and is responsible for overseeing the pricing process for all investments.

We sometimes charge our clients performance-based fees. In these situations, we charge a base advisory fee and are eligible to earn an additional performance-based fee or incentive allocation that is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. Some performance-based fees include a high-watermark provision, which generally provides that if a client account underperforms relative to its performance target (whether absolute or relative to a specified benchmark), it must gain back such underperformance before we can collect future performance-based fees. Therefore, if we fail to achieve our performance target for a particular period, we will not earn a performance-based fee for that period and, for accounts with a high-watermark provision, our ability to earn future performance-based fees will be impaired. We are eligible to earn performance-based fees on ~~7.1%~~6.0%, ~~4.1%~~8.5% and ~~0.7%~~0.8% of the assets we manage for institutional clients, private wealth clients and retail clients, respectively (in total, 4.4% of our AUM).

During 2016 and 2017, we received carried interest distributions of $77.8 million, as general partner of our real estate fund. In accordance with our current revenue recognition policies, we did not recognize these carried interest distributions as performance-based fee revenues, instead recording a deferred revenue liability, because the distributions are subject to claw-back provisions. In addition, we have revenue-sharing arrangements whereby certain employees are entitled to a share of carried interest proceeds distributed by certain funds, including the real estate fund. As such, we distributed $42.7 million of these carried interest proceeds to certain real estate fund employees. We have recorded this payment, which, like our carried interest distribution, is subject to claw-back provisions, as an advance to employees and will recognize it as compensation expense in the period in which the applicable revenue is recognized. Currently, we expect the net effect of these items to be included in the cumulative effect of initial adoption of ASU 2014-09 as of January 1, 2018. ~~See Revenue Recognition previously discussed~~.

Our investment advisory and services fees increased by ~~$266.9~~$123.4 million, or ~~13.8%~~5.0%, in ~~2017,~~2020, due to a $90.4 million, or 3.8%, increase in base fees and a $33.0 million increase in performance-based fees. The increase in base fees is primarily due to an 7.9% increase in average AUM, partially offset by a ~~$204.9~~lower portfolio fee rate. Our investment advisory and services fees increased by $109.8 million, or ~~10.8%~~4.6%, in 2019, due to a $128.4 million, or 5.7%, increase in base fees, which primarily resulted from a ~~7.9%~~5.5% increase in average AUM and the impact of a shift in distribution channel mix from Institutions to Retail and Private Wealth Management. Also, performance-based fees increased by $62.0 million. Our investment advisory and services fees decreased by $40.4 million, or 2.0%, in 2016, primarily due to a $49.4 million, or 2.5%, decrease in base fees, which primarily resulted from the impact of aslight shift in product mix from ~~active equity products to active~~ fixed income ~~products,~~to equities, which generally have ~~lower~~higher fees. ~~However, our~~This increase was partially offset by an $18.5 million decrease in performance-based ~~fees increased $9.0 million from the prior year.~~fees.

Institutional investment advisory and services fees increased ~~$53.8~~$32.8 million, or ~~12.8%~~6.9%, in ~~2017,~~2020, due to an increase in performance-based fees of $25.5 million and an increase in base fees of $7.3 million, or 1.6%. The increase in base fees is primarily due to an 7.7% increase in average AUM, partially offset by a lower portfolio fee rate. Institutional investment advisory and services fees increased $1.2 million, or 0.2%, in 2019, due to an increase in base fees of ~~$26.0~~$6.2 million, or ~~6.5%~~1.4%, partially offset by a decrease in performance-based fees of $5.0 million. The increase in base fees was primarily ~~resulting~~due to a 2.8% increase in average AUM, partially offset by the impact of lower fee realization from active equities.

Retail investment advisory and services fees increased $112.0 million, or 10.2%, in 2020, due to an increase in base fees of $110.1 million, or 10.2%, and a ~~4.3%~~$1.9 million increase in performance-based fees. The increase in base fees is primarily due to a 11.4% increase in average AUM, partially offset by a lower portfolio fee rate. Retail investment advisory and services fees increased $88.7 million, or 8.8%, in 2019, due to an increase in base fees of $84.5 million, or 8.5%, and a $4.2 million increase in base fees. The increase in base fees was primarily due to a 10.7% increase in average AUM, partially offset by the impact of lower fee realization from active equities.

Private Wealth Management investment advisory and services fees decreased by $21.4 million, or 2.4%, in 2020, due to a decrease in base fees of $27.0 million, or 3.2%, partially offset by a $5.6 million increase in performance-based fees. The decrease in base fees is primarily due to the impact of a lower portfolio fee rate, as well as a product mix shift with high fee value equity strategies now representing a lower percentage of our total AUM than in prior periods. Private Wealth Management investment advisory and services fees increased $20.0 million, or 2.3%, in 2019, due to an increase in base fees of $37.7 million, or 4.7%, partially offset by a decrease in performance-based fees of $17.7 million. The increase in base fees was primarily due to a 2.3% increase in average AUM and the impact of a shift in product mix to ~~active equities,~~alternatives, which generally have higher fees. In addition, performance-based fees increased by $27.8 million. Institutional investment advisory and services fees decreased $13.6 million, or 3.1%, in 2016, primarily due to an $18.5 million, or 4.4%, decrease in base fees. The decrease in base fees resulted from a shift in product mix from active equities to active fixed income products, which generally have lower fees. However, performance-based fees increased $4.9 million from the prior year.

Retail investment advisory and services fees increased $137.8 million, or 17.0%, in 2017, primarily due to an increase in base fees of $116.9 million, or 14.5%, primarily resulting from a 12.6% increase in average AUM and higher fee rate realization. In addition, performance-based fees increased by $20.9 million. Retail investment advisory and services fees decreased $47.1 million, or 5.5%, in 2016, primarily due to a $41.6 million, or 4.9%, decrease in base fees. The decrease in base fees was due to a decrease in average AUM of 1.8% and the impact of a shift in product mix from non-U.S. global fixed income mutual funds, non-U.S. global equity mutual funds and other products to U.S. tax-exempt mutual funds, which generally have lower fees. Additionally, performance-based fees decreased $5.5 million from the prior year.

Private Wealth Management investment advisory and services fees increased by $75.4 million, or 10.7%, in 2017, due to an increase in base fees of $62.0 million, or 9.0%, primarily resulting from a 9.8% increase in average AUM. In addition, performance-based fees increased $13.4 million. Private Wealth Management investment advisory and services fees increased $20.3 million, or 3.0%, in 2016, due to an increase in base fees of $10.7 million, or 1.6%, resulting from a 2.2% increase in average AUM and a $9.6 million increase in performance-based fees.

Bernstein Research Services

Revenues from Bernstein Research Services ~~decreased $30.0~~increased $51.8 million, or ~~6.2%~~12.7%, in ~~2017.~~2020. The increase was due to higher market volatility in 2020, particularly between March and June 2020, primarily as a result of the COVID-19 pandemic, which led to

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higher customer activity and greater global trading volumes. We expect customer activity and trading volumes to gradually decrease ~~was driven by~~in 2021 and to normalize in 2022, as the volatility surrounding COVID-19 begins to decline. Any decreases in customer activity and trading volumes will have a ~~decline in client activity in~~corresponding effect on Bernstein Research services revenue. Furthermore, all of 2020 reflects the ~~U.S. and a volume mix shift to electronic trading in Europe. The decrease was partially offset by increased client activity in Asia and a weaker U.S. dollar year-over-year.~~ inclusion of revenues from our acquisition of Autonomous (which closed on April 1, 2019).

Revenues from Bernstein Research Services decreased ~~$13.6~~$31.5 million, or ~~2.8%~~7.2%, in ~~2016, as a result~~2019. The decrease was due to lower global customer activity and trading commissions, partially offset by the inclusion of ~~lower market values and volumes in Europe and Asia and the discontinuation~~revenues from our acquisition of ~~our Equity Capital Market services.~~Autonomous (which closed on April 1, 2019).

Distribution Revenues

Two of our subsidiaries act as distributors and/or placement agents of company-sponsored mutual funds and receive distribution services fees from certain of those funds as partial reimbursement of the distribution expenses they incur. Period-over-period fluctuations of distribution revenues typically are in line with fluctuations of the corresponding average AUM of these mutual funds.

Distribution revenues increased ~~$27.7~~$74.7 million, or ~~7.2%~~16.4%, in ~~2017,~~2020, primarily due to the corresponding average AUM of these mutual funds increasing ~~11.2%~~13.2%. Distribution revenues increased $36.5 million, or 8.7%, in 2019, primarily due to the corresponding average AUM of these mutual funds increasing 10.0%, offset by the impact of a shift in product ~~mix. During 2017, average AUM of A-share~~mix from mutual funds ~~(which~~that have higher distribution rates to mutual funds with lower distribution fee rates than B-share and C-share mutual funds) increased 21.5%, while average AUM of B-share and C-share mutual funds decreased by 13.5%. Distribution revenues decreased $42.8 million, or 10.0%, in 2016, while the corresponding average AUM of these mutual funds decreased 8.0%.rates.

Dividend and Interest Income and Interest Expense

Dividend and interest income consists primarily of investment income and interest earned on customer margin balances and U.S. Treasury Bills as well as dividend and interest income in our consolidated company-sponsored investment funds. Interest expense principally reflects interest accrued on cash balances in customers’ brokerage accounts.

Dividend and interest income ~~net of interest expense, increased $8.2~~decreased $53.5 million, or ~~21.6%~~51.2%, in ~~2017,~~2020, primarily due to ~~higher~~lower interest earned on customer margin balances and U.S. Treasury Bills, as well as lower dividend and interest income in our consolidated company-sponsored investment funds. Interest expense decreased $41.6 million, or 72.6%, in 2020, due to lower interest paid on cash balances in customers' brokerage accounts.

Dividend and interest income ~~net of interest expense,~~ increased ~~$16.3~~$6.2 million, or ~~75.5%~~6.3%, in ~~2016,~~2019, primarily due to ~~the dividends related to~~higher interest earned on customer margin balances and U.S. Treasury Bills, offset by lower dividend and interest income in our consolidated company-sponsored investment ~~funds of $10.2~~funds. Interest expense increased $4.8 million, ~~and~~or 9.2%, in 2019, due to higher ~~mutual fund dividends of $3.4 million.~~interest paid on cash balances in customers' brokerage accounts.

Investment Gains (Losses)

Investment gains (losses) consist primarily of realized and unrealized investment gains or losses on: (i) employee long-term incentive compensation-related investments, (ii) U.S. Treasury Bills, (iii) market-making in exchange-traded options and equities, (iv) seed capital investments, (v) derivatives and (vi) investments in our consolidated company-sponsored investment funds. Investment gains (losses) also include equity in earnings of proprietary investments in limited partnership hedge funds that we sponsor and manage.

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Investment gains (losses) are as follows:


	Years Ended December 31,
	2020		2019		2018
	(in thousands)
Long-term incentive compensation-related investments:
Realized gains	$	2,655	$	1,672	$	2,512
Unrealized gains (losses)	2,914		5,859		(8,032)









Investments held by consolidated company-sponsored investment funds:
Realized gains (losses)	3,357		9,378		(1,134)
Unrealized (losses) gains	(854)		36,150		14,217

Seed capital investments:
Realized gains (losses)
Seed capital and other	25,002		17,301		(943)
Derivatives	(30,343)		(30,320)		7,001
Unrealized (losses) gains
Seed capital and other	(12,387)		7,510		(15,003)
Derivatives	(5,220)		(8,013)		5,384

Brokerage-related investments:
Realized (losses)	(1,188)		(1,209)		(1,410)
Unrealized (losses) gains	(337)		331		61
	$	(16,401)	$	38,659	$	2,653

Years Ended December 31,
2017 2016 2015
(in thousands)
Long-term incentive compensation-related investments
Realized gains (losses) $ 2,214
$ 1,463
$ 3,687
Unrealized gains (losses) 5,723
(288 ) (5,589 )

Consolidated private equity fund investments
Realized gains (losses)
Non-public investments —
—
1,983
Public securities —
—
(5,500 )
Unrealized gains (losses)

Non-public investments —
—
1,396
Public securities —
—
10,028

Investments held by consolidated company-sponsored investment funds
Realized gains (losses) 59,669
(8,482 ) —
Unrealized gains (losses) 36,340
28,437
—

Seed capital investments

Realized gains (losses)

Seed capital 24,822
67,778
23,007
Derivatives (22,395 ) (15,207 ) 11,448
Unrealized gains (losses)

Seed capital (9,713 ) 24,976
(34,830 )
Derivatives (1,478 ) (311 ) 3,724

Brokerage-related investments

Realized gains (losses) (2,796 ) (5,057 ) (5,653 )
Unrealized gains (losses) (284 ) 44
(150 )
$ 92,102
$ 93,353
$ 3,551

During 2017, we realized a gain of $4.6 million (included in realized gains of seed capital investments in table above) on the exchange of software technology for an ownership stake in a third party provider of financial market data and trading tools.

During the first quarter of 2016, we sold our investment in Jasper, a company in which we owned a 7.6% equity interest. We expect to receive a total of $85.5 million in cash, subject to final transaction costs and working capital adjustments. During March 2016, the transaction closed and we received $74.8 million in cash, recorded a $10.7 million receivable (of which we have received $10.2 million as of December 31, 2017) for the balance retained in escrow for 18 months and recorded an investment gain of $75.3 million (included in realized gains of seed capital investments in table above).

Other Revenues

Other revenues consist of fees earned for transfer agency services provided to company-sponsored mutual funds, fees earned for administration and recordkeeping services provided to company-sponsored mutual funds and the general accounts of ~~AXA~~EQH and its subsidiaries, and other miscellaneous revenues. Other revenues ~~decreased $1.8~~increased $7.1 million, or ~~1.8%~~7.3%, in ~~2017,~~2020, primarily due to higher shareholder servicing fees, higher brokerage income and higher mutual fund reimbursements, partially offset by lower investment income related to our consolidated company-sponsored investment funds. Other revenues decreased $1.1 million, or 1.1%, in 2019, primarily due to lower ~~shareholder servicing fees, partly~~brokerage income and lower investment income related to our consolidated company-sponsored investment funds, partially offset by higher ~~mutual fund reimbursements. Other revenues decreased $1.3 million, or 1.3%, in 2016, primarily due to lower~~ shareholder servicing fees.

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Expenses

The components of expenses are as follows:


	Years Ended December 31,						% Change
	2020		2019		2018		2020-19		2019-18
	(in thousands)
Employee compensation and benefits	$	1,494,198	$	1,442,783	$	1,378,811	3.6	%	4.6	%
Promotion and servicing:
Distribution-related payments	569,283		487,965		427,186		16.7		14.2
Amortization of deferred sales commissions	27,355		15,029		21,343		82.0		(29.6)
Trade execution, marketing, T&E and other	189,787		219,860		222,630		(13.7)		(1.2)
	786,425		722,854		671,159		8.8		7.7
General and administrative:
General and administrative	485,544		484,750		448,996		0.2		8.0
Real estate charges	5,526		3,324		7,160		66.2		(53.6)
	491,070		488,074		456,156		0.6		7.0
Contingent payment arrangements	1,855		(510)		(2,219)		n/m		(77.0)
Interest on borrowings	6,180		13,035		10,359		(52.6)		25.8
Amortization of intangible assets	21,372		28,759		27,781		(25.7)		3.5
Total	$	2,801,100	$	2,694,995	$	2,542,047	3.9		6.0

Years Ended December 31, % Change
2017 2016 2015 2017-16 2016-15
(in thousands)

Employee compensation and benefits $ 1,313,469
$ 1,229,721
$ 1,267,926
6.8 % (3.0 )%
Promotion and servicing:

Distribution-related payments 420,350
371,607
393,033
13.1
(5.5 )
Amortization of deferred sales commissions 31,886
41,066
49,145
(22.4 ) (16.4 )
Trade execution, marketing, T&E and other 204,392
208,538
223,415
(2.0 ) (6.7 )
656,628
621,211
665,593
5.7
(6.7 )
General and administrative:

General and administrative 481,488
426,147
431,635
13.0
(1.3 )
Real estate charges 36,669
17,704
998
107.1
n/m
518,157
443,851
432,633
16.7
2.6
Contingent payment arrangements 267
(20,245 ) (5,441 ) n/m
272.1
Interest 8,194
4,765
3,119
72.0
52.8
Amortization of intangible assets 27,896
26,311
25,798
6.0
2.0
Total $ 2,524,611
$ 2,305,614
$ 2,389,628
9.5
(3.5 )

Employee Compensation and Benefits

Employee compensation and benefits consist of base compensation (including salaries and severance), annual short-term incentive compensation awards (cash bonuses), annual long-term incentive compensation awards, commissions, fringe benefits and other employment costs (including recruitment, training, temporary help and meals).

Compensation expense as a percentage of net revenues was ~~39.8%~~40.3%, ~~40.6%~~41.0% and ~~42.0%~~40.9% for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, respectively. Compensation expense generally is determined on a discretionary basis and is primarily a function of our firm’s current-year financial performance. The amounts of incentive compensation we award are designed to motivate, reward and retain top talent while aligning our executives' interests with the interests of our Unitholders. Senior management, with the approval of the Compensation Committee of the Board of Directors of AllianceBernstein Corporation (“Compensation Committee”), periodically confirms that the appropriate metric to consider in determining the amount of incentive compensation is the ratio of adjusted employee compensation and benefits expense to adjusted net revenues. Adjusted net revenues used in the adjusted compensation ratio are the same as the adjusted net revenues presented as a non-GAAP measure (discussed earlier in this Item 7). Adjusted employee compensation and benefits expense is total employee compensation and benefits expense minus other employment costs such as recruitment, training, temporary help and meals (which were ~~1.1%~~0.9%, ~~1.1%~~1.2% and ~~1.3%~~1.1% of adjusted net revenues for ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, respectively), and excludes the impact of mark-to-market vesting expense, as well as dividends and interest expense, associated with employee long-term incentive compensation-related ~~investments.~~investments and the amortization expense associated with the awards issued by EQH to our firm's CEO relating to his role as a member of the EQH Management Committee. Senior management, with the approval of the Compensation Committee, has established as an objective that adjusted employee compensation and benefits expense generally should not exceed 50% of our adjusted net revenues, except in unexpected or unusual circumstances. Our ratios of adjusted compensation expense as a percentage of adjusted net revenues were ~~47.1%~~47.9%, ~~48.5%~~47.9% and ~~48.9%~~47.5%, respectively, for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015.~~2018.

In ~~2017,~~2020, employee compensation and benefits expense increased ~~$83.7~~$51.4 million, or ~~6.8%~~3.6%, primarily due to higher incentive compensation of ~~$68.4~~$58.8 million and higher base compensation of ~~$5.4~~$13.5 million ~~which primarily resulted from~~(primarily higher ~~severance, higher~~base salaries), offset by lower fringes of $8.5 million, lower commissions of ~~$4.8~~$6.2 million and lower other employment costs of $6.2 million. In 2019, employee compensation and benefits expense increased $64.0 million, or 4.6%, primarily due to higher base compensation of $34.1 million (primarily higher salaries), higher incentive compensation of $17.4 million and higher fringes of $4.1 million. In 2016, employee compensation and benefits expense decreased $38.2 million, or 3.0%, primarily due to lower incentive compensation of $33.6 million, lower fringes/other of $8.0 million and lower commissions of $6.4$15.6 million, partially offset by ~~higher base compensation~~lower commissions of ~~$9.8 million reflecting higher severance costs.~~$3.2 million.

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Promotion and Servicing

Promotion and servicing expenses include distribution-related payments to financial intermediaries for distribution of AB mutual funds and amortization of deferred sales commissions paid to financial intermediaries for the sale of back-end load shares of AB mutual funds. Also included in this expense category are costs related to travel and entertainment, advertising and promotional materials.

Promotion and servicing expenses increased ~~$35.4~~$63.6 million, or ~~5.7%~~8.8%, in ~~2017.~~2020. The increase primarily was due to higher distribution-related payments of ~~$48.7~~$81.3 million, higher amortization of deferred sales commissions of $12.3 million, higher trade execution and clearance expenses of $7.9 million and higher transfer fees of $4.8 million, offset by lower travel and entertainment expenses of $34.3 million and lower marketing expenses of $8.4 million. The decrease in travel and entertainment and marketing expense is primarily a result of cost savings associated with the COVID-19 pandemic and we expect these costs to increase in 2021 and further normalize in 2022, as the pandemic recedes. Promotion and servicing expenses increased $51.7 million, or 7.7%, in 2019. The increase primarily was due to higher distribution-related payments of $60.8 million and higher travel and entertainment expenses of $3.2 million, offset by lower amortization of deferred sales commissions of ~~$9.2~~$6.3 million, lower ~~travel~~trade execution and entertainment costs of $2.6 million and lower transfer fees of $2.1 million. Promotion and servicing expenses decreased $44.4 million, or 6.7%, in 2016. The decrease primarily was due to lower distribution-related payments of $21.4 million, lower amortization of deferred sales commissions of $8.1 million, lower travel and entertainmentclearance expenses of ~~$6.3~~$3.7 million and lower marketing expenses of ~~$5.1 million and lower transfer fees of $4.8~~$2.5 million.

General and Administrative

General and administrative expenses include portfolio services expenses, technology expenses, professional fees and office-related expenses (occupancy, communications and similar expenses). General and administrative expenses as a percentage of net revenues were ~~15.7% (14.6%~~13.2% (13.1% excluding real estate charges), ~~14.7% (14.1%~~13.9% (13.8% excluding real estate charges) and ~~14.3%~~13.5% (13.3% excluding real estate charges) for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, respectively. General and administrative expenses increased ~~$74.3~~$3.0 million, or ~~16.7%~~0.6%, during ~~2017,~~2020, primarily due to higher ~~expenses related to our consolidated company-sponsored investment funds~~technology fees of ~~$25.5~~$4.7 million, ~~the vendor termination accrual~~higher charitable contributions of ~~$19.7~~$3.9 million, ~~we describe below~~,higher portfolio service fees of $3.6 million, higher real estate charges of ~~$19.0~~$2.2 million and higher other taxes of $1.6 million, partially offset by lower professional fees of $9.1 million and lower office-related expenses of $3.5 million. General and administrative expenses increased $31.9 million, or 7.0%, during 2019, primarily due to higher portfolio service fees of $11.2 million, higher technology fees of $11.0 million and higher professional fees of ~~$6.5~~$7.0 million. ~~General and administrative expenses increased $11.2 million, or 2.6%, in 2016, primarily due to higher real estate charges of $16.7 million, offset by lower professional fees of $6.3 million.~~

During the third quarter of 2017, we recorded a $19.7 million reserve for a payment we expect to make to a third-party vendor as a result of the early termination of an outsourcing contract relating to our trade settlement and reconciliation processes. We intend to transition these processes back to AB from our vendor within the next two years. As a result of this transition, we expect to incur $2 million in additional transitional costs in 2018 and realize ongoing annual savings of approximately $11 million in general and administrative expenses beginning in 2019.

Contingent Payment Arrangements

Contingent payment arrangements reflect changes in estimates of contingent payment liabilities associated with acquisitions in previous periods, as well as accretion expense of these liabilities. The expense of ~~$0.3~~$1.9 million for ~~2017~~2020 reflects accretion ~~expenses~~expense of ~~$0.5~~$3.3 million, offset by athe change in estimate of the contingent consideration payable relating to our ~~2010~~2016 acquisition of ~~$0.2~~$1.4 million. The credit ~~to operating expenses~~ of ~~$20.2~~$0.5 million ~~in 2016~~for 2019 reflects ~~changes in estimates of contingent consideration payable of $21.5 million relating to our 2013 and 2010 acquisitions, offset by~~ the ~~accretion expense of $1.3 million. The credit to operating expenses of $5.4 million in 2015 reflects changes~~change in estimate of the contingent consideration payable relating to our ~~2014 and 2010 acquisitions~~2016 acquisition of ~~$7.2~~$3.1 million, ~~recorded in the fourth quarter of 2015,~~ offset by accretion expenses of $2.6 million. The credit of $2.2 million for 2018 reflects the change in estimate of the contingent consideration payable relating to our 2016 acquisition of $2.4 million, offset by accretion ~~expense~~expenses of ~~$1.8~~$0.2 million.

Interest on Borrowings

Interest expense ~~increased 72.0% and 52.8%~~decreased 52.6% in ~~2017 and 2016, respectively,~~2020, reflecting lower interest rates partially offset by higher weighted average ~~interest rates on commercial paper borrowings and higher average daily borrowings of commercial paper.~~borrowings. Average daily borrowings for both the EQH facility and commercial paper were $554.0 million at a weighted average interest rate of 0.5% during 2020 compared to $436.9 million and 2.5% during 2019. Interest expense increased 25.8% in 2019, reflecting both higher weighted average borrowings and interest rates. Average daily borrowings for both the EQH facility and commercial paper were $436.9 million at a weighted average interest rate of 2.5% during 2019 compared to $350.3 million and 2.0% for commercial paper during ~~2017, 2016 and 2015 were $482.2 million, $422.9 million and $387.9 million, respectively, with weighted average interest rates of 1.2%, 0.6% and 0.3%, respectively.~~2018.

Income Taxes

AB, a private limited partnership, is not subject to federal or state corporate income ~~taxes, but~~taxes. However, AB is subject to a 4.0% New York City unincorporated business tax (“~~UBT~~”(“UBT”). Our domestic corporate subsidiaries are subject to federal, state and local income taxes, and generally are included in the filing of a consolidated federal income tax return. Separate state and local income tax returns also are filed. Foreign corporate subsidiaries generally are subject to taxes in the jurisdictions where they are located.

~~We determined reasonable estimates for certain effects of the Tax Cuts and Jobs Act (“2017 Tax Act”) enacted on December 22, 2017 and recorded those estimates as provisional amounts in our 2017 financial statements. In accordance with SEC Staff Accounting Bulletin No. 118 (“SAB 118”~~), the adjustments to deferred tax assets and liabilities and the liability related to the transition tax are provisional amounts estimated based on information available as of December 31, 2017. These amounts are subject to change as we obtain information necessary to complete the calculations. We will recognize any changes to the provisional amounts as we refine our estimates and as the tax authorities issue further guidance and interpretations of the 2017 Tax Act.

~~The major provisions of the 2017 Tax Act that had, or could have, a significant impact on our income tax balance sheet and income statement accounts are as follows:~~

We recorded an approximate $22.5 million charge to our 2017 income tax expense to account for deemed repatriation of foreign earnings. The determination of the transition tax requires further analysis regarding the amount and composition of our historical foreign earnings.

We recorded an approximate $3.3 million charge to our 2017 income tax expense to reduce our deferred tax assets due to lower future corporate tax rates. We will recognize any changes to the provisional amounts as we refine our estimates of our cumulative temporary differences.

~~We are currently analyzing the possible impact on us of the tax on global intangible low-taxed income (“GILTI”), if any. The GILTI tax is effective in 2018; as such, we have not recorded any amounts in our 2017 financial statements for the GILTI provision.~~

Income tax expense increased ~~$24.8~~$3.9 million, or ~~87.5%~~9.3%, in ~~2017~~2020 compared to ~~2016. The~~2019. This increase is due to ~~a higher effective tax rate in 2017 of 6.9%, compared to 3.9% in 2016, and~~ higher pre-tax ~~income. The significant increase in our effective tax rate was driven~~book income, offset by ~~the deemed repatriation tax on foreign earnings, the tax associated with the remeasurement of deferred tax items, and the unfavorable mix of earnings across the AB tax filing groups.~~

~~Income tax expense decreased $16.5 million, or 36.8%, in 2016 compared to 2015 primarily due to~~ a slightly lower effective tax rate in ~~2016~~2020 of ~~3.9%~~5.0% compared to ~~7.1%~~5.1% in ~~2015, offset by higher pre-tax income.~~2019. The ~~significant~~ decrease in our effective tax rate was driven by a ~~fourth quarter 2016 change~~reduction of one-time discrete items.

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Income tax expense decreased $4.1 million, or 8.9%, in ~~estimate made~~2019 compared to 2018. This decrease is due to a lower effective tax rate in 2019 of 5.1% compared to 5.6% in 2018. The decrease in our ~~income~~effective tax ~~liability relating to~~rate was driven by a more favorable mix of earnings across the ~~third quarter 2016 revision to income taxes ($13.3 million)~~AB tax filing groups and a ~~reversal~~reduction of ~~a deferred tax liability relating to foreign translation adjustments ($8.2 million).~~one-time discrete items.

Net Income (Loss) of Consolidated Entities Attributable to Non-Controlling Interests

Net income (loss) of consolidated entities attributable to non-controlling interests primarily consists of limited partner interests owned by other investors in our consolidated company-sponsored investment funds. In ~~2017,~~2020, we had ~~$58.4~~$4.2 million of net losses of consolidated entities attributable to non-controlling interests, primarily due to losses on investments held by our consolidated company-sponsored investment funds. In 2019 and 2018, we had $29.6 million and $21.9 million, respectively, of net gains of consolidated entities attributable to non-controlling interests, primarily due to gains on investments held by our consolidated company-sponsored investment funds. ~~In 2016, we had $21.5 million~~Fluctuations period-to-period result primarily from the number of ~~net income of consolidated entities attributable to non-controlling interests, primarily due to gains on investments held by our~~ consolidated company-sponsored investment funds. In 2015, we had $6.4 million of net income of consolidated entities attributable to non-controlling interests, primarily due to a $7.9 million net investment gain attributable to our consolidated venture capital fund (of which 90% belongs to non-controlling interests)funds and ~~management fees of $1.2 million.~~their respective market performance.

Capital Resources and Liquidity

Cash flows from operating activities primarily include the receipt of investment advisory and services fees and other revenues offset by the payment of operating expenses incurred in the normal course of business. Our cash flows from operating activities have historically been positive and sufficient in supporting our operations. We do not anticipate this to change in the foreseeable future. Cash flows from investing activities generally consist of small capital expenditures and, when applicable, business acquisitions. Cash flows from financing activities primarily consist of issuance and repayment of debt and the repurchase of AB Holding units to fund our long-term deferred compensation plans. We are required to distribute all of our Available Cash Flow to our Unitholders and the General Partner.

During ~~2017,~~2020, net cash provided by operating activities was ~~$645.5 million,~~$1.5 billion, compared to ~~$1.5 billion~~$827.5 million during ~~2016.~~2019. The change primarily was due to ~~a decrease in~~ net activity of our consolidated company-sponsored investment funds of ~~$491.7~~$468.2 million, ~~a decrease~~an increase in broker-dealer related payables (net of receivable and segregated U.S. Treasury Bills activity) of ~~$376.3~~$368.0 million, a decrease in other assets of $92.3 million, an increase in accounts payable and accrued expenses of $67.2 million and ~~lower net redemptions~~an increase in accrued compensation of ~~seed capital and~~$54.4 million, partially offset by higher net purchases of broker-dealer investments of ~~$162.3 million, offset by an increase in cash provided by net income of $86.5~~$454.1 million.During ~~2016,~~2019, net cash provided by operating activities was ~~$1.5 billion,~~$827.5 million, compared to ~~$667.2 million~~$1.3 billion during ~~2015.~~2018. The change primarily was due to a ~~significant increase~~decrease in broker-dealer related payables ~~net~~(net of ~~receivables~~receivable and segregated U.S. Treasury Bills activity) of $754.8 million and net activity of ~~$403.9 million, the impact of the consolidation of~~our consolidated company-sponsored investment funds of ~~$270.3~~$427.6 million, ~~and higher seed capital net redemptions,~~ offset by ~~higher~~lower net ~~broker-dealer~~ purchases of ~~$104.6~~broker-dealer investments of $754.7 million.

During ~~2017,~~2020, net cash used in investing activities was ~~$39.3~~$59.1 million, compared to ~~$59.4~~$23.0 million during ~~2016.~~2019. The change is primarily ~~reflects $20.5~~due to $13.6 millions paid for acquisitions, net of cash acquired, $4.1 million spent in 2016 to purchase a business. During 2016, net cash used in investing activities was $59.4 million, compared to $26.1 million during 2015. The increase primarily resulted from the $20.5 million used to purchase a businesspaid for equity method investments and higher purchases of furniture, equipment and leasehold improvements of ~~$6.5~~$13.2 million. During 2019, net cash used in investing activities was $23.0 million, compared to $32.8 million during 2018. The change is primarily due to the acquisition of Autonomous, net of cash acquired, of $5.3 million.

During ~~2017,~~2020, net cash used in financing activities was ~~$623.9~~$1.1 billion, compared to $775.0 million during 2019. The change reflects higher redemptions of non-controlling interests of consolidated company-sponsored investment funds of $369.1 million and higher distributions to the General Partner and Unitholders of $133.4 million, partially offset by higher net proceeds of debt of $112.9 million and an increase in overdrafts payable of $47.3 million.During 2019, net cash used in financing activities was $775.0 million, compared to ~~$1.1~~$1.6 billion during ~~2016.~~2018. The change reflects the net purchases of non-controlling interests of consolidated company-sponsored investment funds in ~~2017~~2019 as compared to net redemptions of non-controlling interests of consolidated company-sponsored investment funds in ~~2016~~2018 (impact of ~~$296.0~~$622.2 million), a net increase in overdrafts payable of $147.9 million, proceeds from bank loans of $75.0 million and lower net repayments of commercial paper of $43.5 million, offset by higher distributions to the General Partner and Unitholders of $106.6 million. During 2016, net cash used in financing activities was $1.1 billion, compared to $644.7 million during 2015. The change reflects the net repayment of commercial paper in 2016 as compared to the net issuance of commercial paper in 2015 (impact of $165.9 million), a decrease in overdrafts payable of $164.1 million, redemptions of non-controlling interests in consolidated

~~company-sponsored investments funds of $137.4 million and higher repurchases of AB Holding Units of $22.4 million, offset by~~ lower distributions to the General Partner and Unitholders of ~~$60.3~~$154.7 million ~~as a result~~and lower net purchases of ~~lower earnings (distributions on earnings are paid one quarter in arrears).~~AB Holding Units to fund long-term incentive compensation plan awards of $95.5 million.

As of December 31, ~~2017,~~2020, AB had ~~$671.9 million~~$1.0 billion of cash and cash equivalents (excluding cash and cash equivalents of consolidated company-sponsored investment funds), all of which ~~are~~is available for liquidity but consist primarily of cash on deposit for our broker-dealers related to ~~comply with~~ various customer clearing activities, and cash held by foreign subsidiaries of ~~$469.9~~$586.3 million.

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Debt and Credit Facilities

~~As of December 31, 2017 and 2016, AB had $491.8 million and $513.0 million, respectively,~~See Note 12 to our consolidated financial statements in commercial paper outstanding with weighted average interest rates of approximately 1.6% and 0.9%, respectively. The commercial paper is short term in nature, and as such, recorded value is estimated to approximate fair value (and considered a Level 2 security in the fair value hierarchy). Average daily borrowings of commercial paper during 2017 and 2016 were $482.2 million and $422.9 million, respectively, with weighted average interest rates of approximately 1.2% and 0.6% respectively.

~~AB has a $1.0 billion committed, unsecured senior revolving credit facility (the “Credit Facility”) with a group of commercial banks and other lenders, which matures on October 22, 2019. The Credit Facility provides~~Item 8 for possible increases in the principal amount by up to an aggregate incremental amount of $250.0 million; any such increase is subject to the consent of the affected lenders. The Credit Facility is available for AB and Sanford C. Bernstein & Co., LLC (“~~SCB LLC~~”) business purposes, including the support of AB’s $1.0 billion commercial paper program. Both AB and SCB LLC can draw directly under the Credit Facility and management may draw on the Credit Facility from time to time. AB has agreed to guarantee the obligations of SCB LLC under the Credit Facility.

The Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. As of December 31, 2017, we were in compliance with these covenants. The Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the

occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvency- or bankruptcy-related events of default, all amounts payable under the Credit Facility would automatically become immediately due and payable, and the lender’s commitments would automatically terminate.

Amounts under the Credit Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility. Voluntary prepayments and commitment reductions requested by us are permitted at any time without fee (other than customary breakage costsdisclosures relating to ~~the prepayment of any drawn loans) upon proper notice~~our debt and subject to a minimum dollar requirement. Borrowings under the Credit Facility bear interest at a rate per annum, which will be, at our option, a rate equal to an applicable margin, which is subject to adjustment based on the credit ~~ratings of AB, plus one of the following indexes: London Interbank Offered Rate; a floating base rate; or the Federal Funds rate.~~facilities.

~~As of December 31, 2017 and 2016, we had no amounts outstanding under the Credit Facility. During 2017 and 2016, we did not draw upon the Credit Facility.~~

~~On December 1, 2016, AB entered into a $200.0 million, unsecured 364-day senior revolving credit facility (the “Revolver~~”) with a leading international bank and the other lending institutions that may be party thereto. On November 29, 2017, as part of an amendment and restatement, the maturity date of the Revolver was extended from November 29, 2017 to November 28, 2018. There were no other significant changes included in the amendment. The Revolver is available for AB's and SCB LLC's business purposes, including the provision of additional liquidity to meet funding requirements primarily related to SCB LLC's operations. Both AB and SCB LLC can draw directly under the Revolver and management expects to draw on the Revolver from time to time. AB has agreed to guarantee the obligations of SCB LLC under the Revolver. The Revolver contains affirmative, negative and financial covenants which are identical to those of the Credit Facility. As of December 31, 2017, we had $75.0 million outstanding under the Revolver with an interest rate of 2.4%. As of December 31, 2016, we had no amounts outstanding under the Revolver. Average daily borrowings for 2017 and 2016 were $21.4 million and $7.3 million, respectively, with a weighted average interest rates of 2.0% and 1.6%, respectively.

In addition, SCB LLC currently has three uncommitted lines of credit with three financial institutions. Two of these lines of credit permit us to borrow up to an aggregate of approximately $175.0 million, with AB named as an additional borrower, while the other line has no stated limit. As of December 31, 2017 and 2016, SCB LLC had no bank loans outstanding. Average daily borrowings of bank loans during 2017 and 2016 were $4.5 million and $4.4 million, respectively, with weighted average interest rates of approximately 1.4% and 1.1%, respectively.

Our financial condition and access to public and private debt markets should provide adequate liquidity for our general business needs. Management believes that cash flow from operations and the issuance of debt and AB Units or AB Holding Units will provide us with the resources we need to meet our financial obligations. See “Risk Factors” in Item 1A and “Cautions Regarding Forward-Looking Statements” in this Item 7 for a discussion of credit markets and our ability to renew our credit facilities at expiration.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Guarantees

Under various circumstances, AB guarantees the obligations of its consolidated subsidiaries.

AB maintains guarantees in connection with the Credit Facility (the "Credit Facility") and ~~Revolver.~~Revolver (the "Revolver"). If SCB LLC is unable to meet its obligations, AB will pay the obligations when due or on demand. In addition, AB maintains guarantees totaling ~~$375~~$365.0 million for SCB LLC’s three uncommitted lines of credit.

AB maintains a guarantee with a commercial bank, under which we guarantee the obligations in the ordinary course of business of each of SCB LLC, our U.K.-based broker-dealer and our Cayman subsidiary. We also maintain three additional guarantees with other commercial banks under which we guarantee approximately ~~$410~~$294.7 million of obligations for our U.K.-based broker-dealer and $99.0 million of obligations for our India-based broker-dealer. In the event that any of these three entities is unable to meet its obligations, AB will pay the obligations when due or on demand.

We also have two smaller guarantees with a commercial bank totaling approximately ~~$1.6~~$2.1 million, under which we guarantee certain obligations in the ordinary course of business of one of our foreign subsidiaries.

We have not been required to perform under any of the above agreements and currently have no liability in connection with these agreements.

Aggregate Contractual Obligations

Our contractual obligations as of December 31, ~~2017~~2020 are as follows:


	Payments Due by Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in millions)
EQH credit facility	$	675.0	$	675.0	$	—	$	—	$	—
Leases, net of sublease commitments	851.4		79.9		137.2		107.7		526.6
Funding commitments	9.1		9.1		—		—		—
Accrued compensation and benefits	309.3		221.7		63.9		10.4		13.3
FIN 48 reserve	2.8		—		—		2.8		—
Federal transition tax	14.9		1.6		4.6		8.7		—
Total	$	1,862.5	$	987.3	$	205.7	$	129.6	$	539.9

Payments Due by Period
Total
Less than
1 Year
1-3 Years 3-5 Years
More than
5 Years
(in millions)
Commercial paper $ 565.7
$ 565.7
$ —
$ —
$ —
Operating leases, net of sublease commitments 542.2
87.4
159.6
139.9
155.3
Funding commitments 22.0
9.3
5.6
3.0
4.1
Accrued compensation and benefits 246.1
154.3
45.2
19.5
27.1
Unrecognized tax benefits 8.5
4.6
—
1.1
2.8
Total $ 1,384.5
$ 821.3
$ 210.4
$ 163.5
$ 189.3

During 2010, as general partner of AllianceBernstein U.S. Real Estate L.P. (“Real Estate Fund”), we committed to invest $25.0 million in the Real Estate Fund. As of December 31, ~~2017,~~2020, we had funded $22.4 million of this commitment. During 2014, as general partner of AllianceBernstein U.S. Real Estate II L.P. (“Real Estate Fund II”), we committed to invest ~~$28.0~~$27.3 million, as amended in ~~2015,~~2020, in the Real Estate Fund II. As of December 31, ~~2017,~~2020, we had funded ~~$10.4~~$20.8 million of this commitment.

During 2012, we entered into an investment agreement under which we committed to invest up to $8.0 million in an oil and gas fund over a three-year period. As of December 31, 2017, we had funded $6.2 million of this commitment.

Accrued compensation and benefits amounts in the table above exclude our accrued pension obligation. Offsetting our accrued compensation obligations are long-term incentive compensation-related investments and money market investments we funded totaling ~~$71.5~~$67.0 million, which are included in our consolidated statement of financial condition. Any amounts reflected on the

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consolidated statement of financial condition as payables (to broker-dealers, brokerage clients and company-sponsored mutual funds) and accounts payable and accrued expenses (excluding the tax obligations above) are excluded from the table ~~above~~.above.

We expect to make contributions to our qualified profit sharing plan of approximately ~~$14~~$15 million in each of the next four years. We do not currently ~~estimate~~anticipate that we will contribute ~~$5 million~~ to the Retirement Plan during ~~2018.~~2021.

~~Contingencies~~

The 2017 Tax Act (enacted in the U.S. on December 22, 2017) imposed a federal transition tax on mandatory deemed repatriation of certain deferred foreign earnings. Management elected to pay the transition tax in installments over an eight-year period from 2018 to 2025. The federal transition tax obligation is recorded to income tax payable on our consolidated statement of financial condition. See Note 20 to our consolidated financial statements in Item 8 for further discussion of our taxes.

During October 2018, we signed a lease, which commenced in the fourth quarter of 2020, relating to 218,976 square feet of space at our newly constructed Nashville headquarters. Our estimated total base rent obligation (excluding taxes, operating expenses and utilities) over the 15-year initial lease term is $134.0 million. During April 2019, we signed a lease, which commences in 2024, relating to approximately 190,000 square feet of newly constructed space in New York City. Our estimated total base rent obligation (excluding taxes, operating expenses and utilities) over the 20-year lease term is approximately $448.0 million. During the fourth quarter of 2020, we exercised an option to return a half floor of this space, which reduced our square footage from approximately 190,000 to 166,000 square feet and our base rent obligation from $448.0 million to $393.0 million. See Note 13 to our consolidated financial statements in Item 8 for discussion of our leases.

See Note 12 to our consolidated financial statements in Item 8 for a discussion of our debt.

Contingencies

See Note 14 to our consolidated financial statements in Item 8 for a discussion of our commitments and contingencies.

Critical Accounting Estimates

The preparation of the consolidated financial statements and notes to consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

Management believes that the critical accounting policies and estimates discussed below involve significant management judgment due to the sensitivity of the methods and assumptions used.

Goodwill

As of December 31, ~~2017,~~2020, we had goodwill of $3.1 billion on the consolidated statement of financial condition. We have determined that AB has only one reporting segment and reporting unit. We test our goodwill annually, as of September 30, for impairment. As of September 30, ~~2017,~~2020, the impairment test indicated that goodwill was not impaired. The carrying value of goodwill is also reviewed if facts and circumstances occur that suggest possible impairment, such as significant declines in AUM, revenues, earnings or the price of an AB Holding Unit.

On an annual basis, or when circumstances warrant, we perform step one of our two-step goodwill impairment test. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of AB, the reporting unit, with its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, goodwill is ~~not considered to be impaired and the second step of the~~tested for impairment ~~test is not performed. However, if the carrying value of the~~

reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit to the aggregated fair values of its individual assets and liabilities to determine the amount of impairment, if any.

~~AB estimates its fair value under both~~utilizing the market approach ~~and income approach. Under the market approach,~~where the fair value of the reporting unit is based on its unadjusted market valuation (AB Units outstanding multiplied by ~~the price of an~~ AB ~~Holding Unit) and adjusted market valuations assuming a control premium~~Holding's Unit price) and earnings multiples. The price of a publicly-traded AB Holding Unit serves as a reasonable starting point for valuing an AB Unit because each represents the same fractional interest in our underlying business. Our market approach analysis also includes ~~control premiums, which are based on an analysis of control premiums for relevant recent acquisitions, and~~ comparable industry earnings multiples applied to our earnings ~~forecast. Under~~forecast and assumes a control premium (when applicable).

Throughout the ~~income approach,~~year, the carrying value of goodwill is also reviewed for impairment if certain events or changes in circumstances occur, and trigger whether an interim impairment test may be required. Such changes in circumstances may include, but are not limited to, a sustained decrease in the price of an AB Unit or declines in AB’s market capitalization that would suggest that the fair value of the reporting unit is ~~based on~~less than the ~~present value~~carrying amount; significant and unanticipated declines in AB’s assets under management or revenues; and/or lower than expected earnings per unit. Any of ~~estimated future cash flows. Determining estimated fair value using a discounted cash flow valuation technique consists~~these changes in circumstances could suggest the possibility that goodwill is impaired, but none of ~~applying business growth rate assumptions over~~these events or circumstances by itself would indicate that it is more likely than not that goodwill is impaired. Instead, they are merely recognized as triggering events for the ~~estimated life~~consideration of impairment and must be viewed in combination with any mitigating or positive factors. A holistic evaluation of all events since the most recent quantitative impairment test must be done to determine whether it is more likely than not that the reporting unit is impaired.

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As of January 1, 2020, we adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removed Step 2 of the goodwill ~~asset and then discounting the resulting expected cash flows using an estimated weighted average cost of capital of market participants to arrive at~~impairment test, which had required a ~~present value amount that approximates fair value.~~

~~Real Estate Charges~~

~~Since 2010, in connection with our workforce reductions and in an effort to reduce our global real estate footprint, we have implemented a global office space consolidation.~~hypothetical purchase price allocation. As a result ~~we have sub-leased over one million square feet of office space.~~

~~We recorded real estate charges that reflect the net present value~~ of the ~~difference between~~revised guidance, a goodwill impairment will be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of ~~our on-going contractual lease obligations for~~goodwill. Under this guidance, the ~~vacated floors~~goodwill impairment test no longer includes a determination by management of whether a decline in fair value is temporary; however, it is important to consider the impact of changing market conditions, including the severity and ~~our estimate~~anticipated duration, is reflected in management's determination of current market rental rates for such floors. The charges we recorded were based on current assumptions at the time of the charges regarding sublease marketing periods, costs to prepare the properties to market, market rental rates, broker commissions and subtenant allowances/incentives, all of which are factors largely beyond our control. If our assumptions prove to be incorrect, we may need to record additional charges or reduce previously recorded charges. We review the assumptions and estimates we used in recording these charges on a quarterly basis.fair value.

Loss Contingencies

Management continuously reviews with legal counsel the status of regulatory matters and pending or threatened litigation. We evaluate the likelihood that a loss contingency exists and record a loss contingency if it is both probable and reasonably estimable as of the date of the financial statements. See Note 1314 to our consolidated financial statements in Item 8.

Accounting Pronouncements

See Note 2 to our consolidated financial statements in Item 8.

Cautions Regarding Forward-Looking Statements

Certain statements provided by management in this report 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 Item 1A. Any or all of the forward-looking statements that we make in this Form 10-K, 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 ~~pending or future~~ 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.

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•Our determination that adjusted employee compensation expense should not exceed 50% of our adjusted 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 net revenues.

•Our ~~2020 Margin Target:~~ Relocation Strategy: While the expenses, expense savings and EPU impact we expect will result from our ~~2020 Margin Target is~~Relocation Strategy are presented with numerical specificity, and we believe ~~the target~~these figures to be reasonable as of the date of this report, the uncertainties surrounding the assumptions on which ~~the 2020 Margin Target is~~our estimates are based create a significant risk that ~~these assumptions~~our current estimates may not be realized. These assumptions include:

•the ~~levels~~amount and timing of ~~positive net flows into our investment services;~~employee relocation costs, severance, and overlapping compensation and occupancy costs we experience; and

•the ~~level~~timing for execution of ~~growth (in terms~~each phase of ~~additional AUM) in our alternatives product business;~~

~~the rate of increase in our fixed costs due to inflation and similar factors, the transitional costs related to~~ our relocation ~~strategy and the timing~~implementation plan.

•The Adverse Impact of such costs, the success we have in achieving planned new cost reductions (including those relating to our relocation strategy) and the timing of such cost reductions, and the investments we make in our business; and

~~general conditions~~COVID-19: The severity of the ~~markets~~expected adverse impact on our AUM and revenues of the economic downturn caused by the COVID-19 pandemic will depend on the depth and length of the downturn and its impact on the companies in which we invest. Our conclusions about the possible continuing significant adverse impact on us is based on our ~~business operates, including modest continued appreciation in both equity~~assumptions that the recovery will be gradual and ~~fixed income total investment returns.~~that there will be lasting high unemployment and economic damage. We believe that these assumptions are reasonable, but they may not be correct and economic conditions likely will differ from our assumptions.

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Item 7A.Quantitative and Qualitative Disclosures about Market Risk

Market Risk, Risk Management and Derivative Financial Instruments

Our investments consist of trading ~~available-for-sale investments~~ and other investments. Trading ~~and available-for-sale~~ investments include U.S. Treasury Bills, mutual funds, exchange-traded options and various separately-managed portfolios consisting of equity ~~and fixed income~~ securities. Trading investments are purchased for short-term investment, principally to fund liabilities related to long-term incentive compensation plans and to seed new investment services. Although available-for-sale investments are purchased for long-term investment, the portfolio strategy considers them available-for-sale from time to time due to changes in market interest rates, equity prices and other relevant factors. Other investments include investments in hedge funds we sponsor and other ~~private equity~~ investment vehicles.

We enter into various futures, forwards, swaps and options primarily to economically hedge our seed capital investments. We do not hold any derivatives designated in a formal hedge relationship under ASC 815-10, Derivatives and Hedging. See Note 7 to our consolidated financial statements in Item 8.

Trading and Non-Trading Market Risk Sensitive Instruments

Investments with Interest Rate Risk—Fair Value

The table below provides our potential exposure with respect to our fixed income investments, measured in terms of fair value, to an immediate 100 basis point increase in interest rates at all maturities from the levels prevailing as of December 31, ~~2017~~2020 and ~~2016.~~2019. Such a fluctuation in interest rates is a hypothetical rate scenario used to calibrate potential risk and does not represent our view of future market movements. While these fair value measurements provide a representation of interest rate sensitivity of our investments in fixed income mutual funds and fixed income hedge funds, they are based on our exposures at a particular point in time and may not be representative of future market results. These exposures will change as a result of ongoing changes in investments in response to our assessment of changing market conditions and available investment opportunities:


	As of December 31,											As of December 31,
	2017					2016						2020				2019
	Fair Value		Effect of +100 Basis Point Change			Fair Value		Effect of +100 Basis Point Change				Fair Value		Effect of +100 Basis Point Change		Fair Value		Effect of +100 Basis Point Change
	(in thousands)											(in thousands)
Fixed Income Investments:											Fixed Income Investments:
Trading	$	136,980	$	(8,986	)	$	120,529	$	(7,846	)	Trading	$	35,555	$	(2,457)	$	36,122	$	(2,445)
Available-for-sale	22		(1		)	22		(1		)

Investments with Equity Price Risk—Fair Value

Our investments also include investments in equity securities, mutual funds and hedge funds. The following table provides our potential exposure with respect to our equity investments, measured in terms of fair value, to an immediate 10% drop in equity prices from those prevailing as of December 31, ~~2017~~2020 and ~~2016.~~2019. A 10% decrease in equity prices is a hypothetical scenario used to calibrate potential risk and does not represent our view of future market movements. While these fair value measurements provide a representation of equity price sensitivity of our investments in equity securities, mutual funds and hedge funds, they are based on our exposures at a particular point in time and may not be representative of future market results. These exposures will change as a result of ongoing portfolio activities in response to our assessment of changing market conditions and available investment opportunities:


	As of December 31,
	2020				2019
	Fair Value		Effect of -10% Equity Price Change		Fair Value		Effect of -10% Equity Price Change
	(in thousands)
Equity Investments:
Trading	$	137,529	$	(13,753)	$	151,140	$	(15,114)
Other investments	80,291		(8,029)		79,532		(7,953)

As of December 31,
2017 2016
Fair Value
Effect of -10%
Equity Price
Change
Fair Value
Effect of -10%
Equity Price
Change
(in thousands)
Equity Investments:
Trading $ 214,095
$ (21,410 ) $ 180,330
$ (18,033 )
Available-for-sale and other investments 92,492
(9,249 ) 163,450
(16,345 )

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Item 8.Financial Statements and Supplementary Data


~~Item 8.~~	~~Financial Statements and Supplementary Data~~

Report of Independent Registered Public Accounting Firm

To the General Partner and Unitholders of

AllianceBernstein L.P.:

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial condition of AllianceBernstein L.P. and its subsidiaries (the “Company”) as of December 31, ~~2017~~2020 and ~~2016~~2019, and the related consolidated statements of income, of comprehensive income, ~~change~~of changes in partners’ capital and of cash flowsfor each of the three years in the period ended December 31, ~~2017,~~2020, including the related notes and financial statement schedule listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of December 31, ~~2017,~~2020, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2020 and ~~December 31, 2016~~, 2019, and the results of~~their~~ its operations and ~~their~~its cash flows for each of the three years in the period ended December 31, ~~2017~~2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2017,~~2020, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, ~~appearing under Item 9A~~included in ~~Management's~~Management’s Report on Internal Control ~~over~~Over Financial ~~Reporting.~~Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ~~("PCAOB")~~(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Performance-Based Fees

As described in Notes 2 and 3 to the consolidated financial statements, performance-based fees earned were $132.6 million for the year ended December 31, 2020. The transaction price for the asset management performance obligation for certain hedge fund and alternative investment advisory contracts, provide for a performance-based fee, in addition to the base advisory fee, which is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. The performance-based fees are forms of variable consideration and are therefore excluded from the transaction price until it becomes probable that there will not be significant reversal of the cumulative revenue recognized. Constraining factors impacting the amount of variable consideration included in the transaction price include the contractual claw-back provisions to which the variable consideration is subject, the length of time to which the uncertainty of the consideration is subject, the number and range of possible consideration amounts, the probability of significant fluctuations in the fund’s market value and the level at which the fund’s value exceeds the contractual threshold required to earn such a fee. With respect to the constraining factors related to the fund’s market value, management measures assets under management (AUM) using established market-based valuation methods and fair valuation (non-observable market) methods. Fair valuation methods, including discounted cash flow models and other methods, are used only where AUM cannot be valued using market-based valuation methods, such as in the case of private equity or illiquid securities.

The principal considerations for our determination that performing procedures relating to performance-based fees is a critical audit matter are the significant audit effort in performing procedures and evaluating evidence related to these fees, including evaluating evidence related to the constraining factors impacting the amount of variable consideration, and the audit effort also included the involvement of professionals with specialized skill and knowledge to assist in evaluating management's estimate of the funds' market value where fair valuation methods are used.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s revenue recognition process for performance-based fees, including controls over the assessment of constraining factors and the valuation of AUM. These procedures also included, among others, testing management’s process for determining performance-based fees, including evaluating the appropriateness of the methods used, testing the contractual claw-back provisions to which the variable consideration is subject and, on a sample basis, evaluating the reasonableness of management’s assumptions related to the length of time to which the uncertainty of the consideration is subject, the number and range of possible consideration amounts and the probability of significant fluctuations in the funds’ market value and, as applicable, the level at which a fund’s value exceeded the contractual threshold required to earn such fees. In evaluating management’s estimates of the funds’ market value, procedures included the involvement of professionals with specialized skill and knowledge to assist in developing an independent range of prices for a sample of securities used in determining the underlying funds’ market value where fair valuation methods are used, and comparison of management’s estimate of the securities’ fair value to the independently developed ranges. Developing the independent estimate of securities’ fair value involved testing the completeness and accuracy of data provided by management and independently developing the significant assumptions for the sampled securities.

/s/ ~~PricewaterhouseCoopers~~PricewaterhouseCooper LLP

New York, New York

February ~~13, 2018~~11, 2021

We have served as the Company’s auditor since2006.

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AllianceBernstein L.P. and Subsidiaries

Consolidated Statements of Financial Condition


	December 31,
	2020		2019
	(in thousands, except unit amounts)
ASSETS
Cash and cash equivalents	$	1,037,400	$	679,738
Cash and securities segregated, at fair value (cost $1,752,483 and $1,090,443)	1,753,478		1,094,866
Receivables, net:
Brokers and dealers	92,638		97,966
Brokerage clients	1,713,377		1,536,674
AB funds fees	325,407		261,588
Other fees	148,746		148,744
Investments:
Long-term incentive compensation-related	60,114		50,902
Other	193,261		215,892
Assets of consolidated company-sponsored investment funds:
Cash and cash equivalents	36,506		11,433
Investments	302,582		581,004
Other assets	12,244		19,810
Furniture, equipment and leasehold improvements, net	147,874		145,251
Goodwill	3,082,778		3,076,926
Intangible assets, net	44,496		55,366
Deferred sales commissions, net	64,066		36,296
Right-of-use assets	418,455		362,693
Other assets	264,418		330,943
Total assets	$	9,697,840	$	8,706,092

LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND CAPITAL
Liabilities:
Payables:
Brokers and dealers	$	216,403	$	201,778
Securities sold not yet purchased	17,791		30,157
Brokerage clients	3,440,266		2,531,946
AB mutual funds	65,550		71,142
Accounts payable and accrued expenses	197,657		192,110
Lease liabilities	505,549		468,451
Liabilities of consolidated company-sponsored investment funds	30,620		31,017
Accrued compensation and benefits	335,122		276,829

Debt	675,000		560,000
Total liabilities	5,483,958		4,363,430

December 31,
2017 2016
(in thousands,
except unit amounts)
ASSETS
Cash and cash equivalents $ 671,930
$ 656,985
Cash and securities segregated, at fair value (cost $816,350 and $946,093) 816,350
946,097
Receivables, net:

Brokers and dealers 199,690
263,621
Brokerage clients 1,647,059
1,513,656
AB funds fees 212,115
238,062
Other fees 124,164
104,376
Investments:

Long-term incentive compensation-related 66,034
67,761
Other 377,555
373,344
Assets of consolidated company-sponsored investment funds:
   Cash and cash equivalents 326,518
337,525
   Investments 1,246,283
570,876
   Other assets 35,397
48,480
Furniture, equipment and leasehold improvements, net 157,569
159,564
Goodwill 3,066,700
3,066,700
Intangible assets, net 105,784
134,606
Deferred sales commissions, net 30,126
63,890
Other assets 211,893
195,615
Total assets $ 9,295,167
$ 8,741,158

LIABILITIES AND CAPITAL

Liabilities:

Payables:

Brokers and dealers $ 237,861
$ 239,578
Securities sold not yet purchased 29,961
40,944
Brokerage clients 2,229,371
2,360,481
AB mutual funds 82,967
150,939
Accounts payable and accrued expenses 515,660
430,569
Liabilities of consolidated company-sponsored investment funds 698,101
293,510
Accrued compensation and benefits 270,610
251,019
Debt 565,745
512,970
Total liabilities 4,630,276
4,280,010
Commitments and contingencies (See Note 13)

Redeemable non-controlling interest 601,587
392,959
Capital:

General Partner 41,221
41,100
Limited partners: 268,659,333 and 268,893,534 units issued and outstanding 4,168,841
4,154,810
Receivables from affiliates (11,494 ) (12,830 )
AB Holding Units held for long-term incentive compensation plans (42,688 ) (32,967 )
Accumulated other comprehensive loss (94,140 ) (118,096 )
Partners’ capital attributable to AB Unitholders 4,061,740
4,032,017

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AllianceBernstein L.P. and Subsidiaries

Non-redeemable non-controlling interests in consolidated entities 1,564
36,172
Total capital 4,063,304
4,068,189
Total liabilities and capital $ 9,295,167
$ 8,741,158


	December 31,
	2020		2019
Commitments and contingencies (See Note 14)	0		0
Redeemable non-controlling interest	102,359		325,561
Capital:
General Partner	41,776		41,225
Limited partners: 270,509,658 and 270,380,314 units issued and outstanding	4,229,485		4,174,201
Receivables from affiliates	(8,316)		(9,011)
AB Holding Units held for long-term incentive compensation plans	(57,219)		(76,310)
Accumulated other comprehensive loss	(94,203)		(113,004)
Partners’ capital attributable to AB Unitholders	4,111,523		4,017,101


Total liabilities, redeemable non-controlling interest and capital	$	9,697,840	$	8,706,092

See Accompanying Notes to Consolidated Financial Statements.

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AllianceBernstein L.P. and Subsidiaries

Consolidated Statements of Income


	Years Ended December 31,									Years Ended December 31,
	2017		2016			2015				2020		2019		2018
	(in thousands, except per unit amounts)									(in thousands, except per unit amounts)
Revenues:									Revenues:
Investment advisory and services fees	$	2,200,400	$	1,933,471		$	1,973,837		Investment advisory and services fees	$	2,595,436	$	2,472,044	$	2,362,211
Bernstein research services	449,919		479,875			493,463			Bernstein research services	459,744		407,911		439,432
Distribution revenues	412,063		384,405			427,156			Distribution revenues	529,781		455,043		418,562
Dividend and interest income	71,162		46,939			24,872			Dividend and interest income	50,923		104,421		98,226
Investment gains (losses)	92,102		93,353			3,551
Investment (losses) gains									Investment (losses) gains	(16,401)		38,659		2,653
Other revenues	98,040		99,859			101,169			Other revenues	104,703		97,559		98,676
Total revenues	3,323,686		3,037,902			3,024,048			Total revenues	3,724,186		3,575,637		3,419,760
Less: Interest expense	25,165		9,123			3,321			Less: Interest expense	15,650		57,205		52,399
Net revenues	3,298,521		3,028,779			3,020,727			Net revenues	3,708,536		3,518,432		3,367,361

Expenses:									Expenses:
Employee compensation and benefits	1,313,469		1,229,721			1,267,926			Employee compensation and benefits	1,494,198		1,442,783		1,378,811
Promotion and servicing:									Promotion and servicing:
Distribution-related payments	420,350		371,607			393,033			Distribution-related payments	569,283		487,965		427,186
Amortization of deferred sales commissions	31,886		41,066			49,145			Amortization of deferred sales commissions	27,355		15,029		21,343
Trade execution, marketing, T&E and other	204,392		208,538			223,415			Trade execution, marketing, T&E and other	189,787		219,860		222,630
General and administrative:									General and administrative:
General and administrative	481,488		426,147			431,635			General and administrative	485,544		484,750		448,996
Real estate charges	36,669		17,704			998			Real estate charges	5,526		3,324		7,160
Contingent payment arrangements	267		(20,245		)	(5,441		)	Contingent payment arrangements	1,855		(510)		(2,219)
Interest on borrowings	8,194		4,765			3,119			Interest on borrowings	6,180		13,035		10,359
Amortization of intangible assets	27,896		26,311			25,798			Amortization of intangible assets	21,372		28,759		27,781
Total expenses	2,524,611		2,305,614			2,389,628			Total expenses	2,801,100		2,694,995		2,542,047

Operating income	773,910		723,165			631,099			Operating income	907,436		823,437		825,314

Income tax	53,110		28,319			44,797			Income tax	45,653		41,754		45,816

Net income	720,800		694,846			586,302			Net income	861,783		781,683		779,498

Net income of consolidated entities attributable to non-controlling interests	58,397		21,488			6,375
Net (loss) income of consolidated entities attributable to non-controlling interests									Net (loss) income of consolidated entities attributable to non-controlling interests	(4,169)		29,641		21,910

Net income attributable to AB Unitholders	$	662,403	$	673,358		$	579,927		Net income attributable to AB Unitholders	$	865,952	$	752,042	$	757,588

Net income per AB Unit:									Net income per AB Unit:
Basic	$	2.46	$	2.48		$	2.11		Basic	$	3.19	$	2.78	$	2.79
Diluted	$	2.45	$	2.47		$	2.10		Diluted	$	3.19	$	2.78	$	2.78

See Accompanying Notes to Consolidated Financial Statements.

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AllianceBernstein L.P. and Subsidiaries

Consolidated Statements of Comprehensive Income


	Years Ended December 31,										Years Ended December 31,
	2017			2016			2015				2020		2019		2018
	(in thousands)										(in thousands)
Net income	$	720,800		$	694,846		$	586,302		Net income	$	861,783	$	781,683	$	779,498
Other comprehensive (loss) income:
Other comprehensive income:										Other comprehensive income:
Foreign currency translation adjustments, before reclassification and tax:	28,123			(19,849		)	(15,396		)	Foreign currency translation adjustments, before reclassification and tax:	23,882		5,986		(19,337)
Less: reclassification adjustment for (losses) gains included in net income upon liquidation	—			(6		)	1,542
Less: reclassification adjustment for losses included in net income upon liquidation										Less: reclassification adjustment for losses included in net income upon liquidation	(216)		0		(100)
Foreign currency translation adjustments, before tax	28,123			(19,843		)	(16,938		)	Foreign currency translation adjustments, before tax	24,098		5,986		(19,237)
Income tax expense	—			—			—
Income tax (expense) benefit										Income tax (expense) benefit	(854)		(383)		620
Foreign currency translation adjustments, net of tax	28,123			(19,843		)	(16,938		)	Foreign currency translation adjustments, net of tax	23,244		5,603		(18,617)
Unrealized gains (losses) on investments:
Unrealized gains (losses) arising during period	6			10			(357		)
Less: reclassification adjustment for (losses) gains included in net income	—			(6		)	1,256
Changes in unrealized gains (losses) on investments	6			16			(1,613		)
Income tax benefit (expense)	3			(7		)	701
Unrealized gains (losses) on investments, net of tax	9			9			(912		)

Changes in employee benefit related items:										Changes in employee benefit related items:
Amortization of prior service cost	24			93			(895		)	Amortization of prior service cost	24		24		24
Recognized actuarial (loss) gain	(3,190		)	(3,043		)	3,267			Recognized actuarial (loss) gain	(4,280)		(7,891)		1,586
Changes in employee benefit related items	(3,166		)	(2,950		)	2,372			Changes in employee benefit related items	(4,256)		(7,867)		1,610
Income tax expense	(27		)	(22		)	(165		)
Income tax benefit (expense)										Income tax benefit (expense)	(187)		274		(139)
Employee benefit related items, net of tax	(3,193		)	(2,972		)	2,207			Employee benefit related items, net of tax	(4,443)		(7,593)		1,471
Other										Other	0		0		374
Other comprehensive gain (loss)	24,939			(22,806		)	(15,643		)	Other comprehensive gain (loss)	18,801		(1,990)		(16,772)
Less: Comprehensive income in consolidated entities attributable to non-controlling interests	59,379			21,426			6,242
Less: Comprehensive (loss) income in consolidated entities attributable to non-controlling interests										Less: Comprehensive (loss) income in consolidated entities attributable to non-controlling interests	(4,169)		29,788		21,864
Comprehensive income attributable to AB Unitholders	$	686,360		$	650,614		$	564,417		Comprehensive income attributable to AB Unitholders	$	884,753	$	749,905	$	740,862

•

~~attract, motivate and retain highly-qualified executive talent;~~

•

~~reward prior year performance;~~

•

~~incentivize future performance;~~

•

•attract, motivate and retain highly-qualified executive talent;

•reward prior year performance;

•incentivize future performance;

•recognize and support outstanding individual performance and behaviors that demonstrate and foster our firm’s primary objective of helping our clients reach their financial goals; and

•align our executives’ long-term interests with those of our Unitholders and clients.

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Progress in Advancing our Growth Strategy in 2020

In 2020, the firm’s results demonstrated meaningful progress in executing on our Growth Strategy. Below are key metrics related to the three pillars of the Growth Strategy:

Deliver superior investment solutions to our clients:

Investment Performance

The firm’s investment teams continue to focus on consistently delivering differentiated return streams to our clients. We believe that, over time, the ability to produce idiosyncratic returns that cannot be easily replicated will be central to sustaining our competitive advantage. In 2020, performance in our Fixed Income suite of products was mixed, as a strong recovery in risk assets followed a dramatic sell-off in March, with 43% of assets in outperforming services for the one-year period ended December 31, 2020, while our long-term performance remains strong given 62% for the three-year period and 79% for the five-year period.Our U.S. retail fixed income mutual funds with AUM greater than $1 billion that placed in the top quartile of performance for the three-year period ended December 31, 2020 are: AB Intermediate Diversified Muni, AB High Income Municipal, AB Intermediate New York Municipal, AB Intermediate California Municipal and AB Municipal Bond Inflation Strategies. Our Non-U.S. fixed income funds with AUM greater than $1 billion that placed in the top quartile over the same three-year period are: AB American Income, AB European Income and AB Short Duration High Yield (this performance data reflects percentage of active fixed income and equity assets in institutional services that outperformed their benchmark, gross of fees, and percentage of active fixed income and equity assets in retail advisor and I share class funds ranked in the top half of their Morningstar category; if no advisor class exists, we used A share class).

In active equity, 41% of assets were in outperforming services for the one-year period, 61% for the three-year period and 53% for the five-year period ended December 31, 2020. Our U.S. retail equity mutual funds with AUM greater than $1 billion that placed in the top quartile of performance for the three-year period ended December 31, 2020 are: AB Large Cap Growth, AB Discovery Growth, AB Small Cap Growth and AB Sustainable Global Thematic. Our Non-U.S. equity funds with AUM greater than $1 billion that placed in the top quartile over the same period are: AB Global Core Equity, AB International Technology and AB Sustainable Global Thematic (information sourced from Morningstar).

Additionally, at year-end 2020, 68% of U.S. Fund assets and 56% of Non-U.S. Fund assets were rated either 4 or 5-stars by Morningstar.

Net Flows

Scaling our proven investment services remains a key focus of our firm. In 2020, we generated an active organic growth rate of 1.0%, or 3.0% excluding low-fee AXA redemptions we had been expecting and previously disclosed. In our Retail channel, record gross sales of $79 billion increased 5% year-over-year, reflecting strong growth in the U.S. and Japan. This growth primarily resulted from Active Equities, which experienced gross sales of $36 billion, or 64% greater than the prior year. Retail redemptions increased from 2019 due to the industry-wide sell-off related to the global onset of COVID-19 during the first quarter. Our Retail Active Equity products grew organically for a fourth consecutive year, generating $5.5 billion in net inflows, or a 7% organic growth rate. In our Institutional channel, gross sales were $30.8 billion, increasing 81% compared to 2019 and representing the firm's highest level of institutional gross sales in 12 years. The firm generated institutional active equity flows of $7.2 billion in 2020, or a 16% organic growth rate. Our pipeline of $12.2 billion in AUM compared with $15.1 billion a year ago, reflecting strong funding during the fourth quarter of 2020. Active Equities and Alternatives represented over 80% of the pipeline fee base at year-end. In Private Wealth, gross sales in 2020 of $14.3 billion increased 26% year-over-year, representing our best production since 2007. And, we continued to expand our use of innovative product offerings, including a diverse set of Alternatives, ESG-related offerings and tax-sensitive vehicles such as our proprietary SMA Tax Loss Harvesting Portfolio.

Develop high-quality differentiated services:

Growing the diversity of our offerings to meet the needs of an evolving, complex global client base remains a key focus. In 2020, our Sustainable Investing platform experienced strong growth, with $16.5 billion of AUM at year-end, up 60% year-over-year. In our Multi-Asset group, we launched six new funds, including Global Macro, Event and Merger Arbitrage, ESG, China and low-volatility focused products.

Additionally, we continued to successfully develop and raise capital for new Alternatives offerings, which we are offering across our buy-side distribution channels. Launches in 2020 included: a new European Commercial Real Estate Debt platform, which we are launching with the key support of EQH; our first Collateralized Loan Obligation fund; a Term Asset-Backed Securities Loan Facility offering; and a fund of funds joint venture with Abbott Capital Management, LLC. We also completed

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two acquisitions in 2020: Asturias, a long/short equity manager focused on the technology, telecom and media sector; and AnchorPath, a risk-managed solutions provider.

We remain focused on expanding opportunistically, both inside and outside the U.S., to support long-term growth. We have efforts underway to expand our range of services and capabilities in China, other Asian nations and select European markets.

Lastly, in Bernstein Research, we continue to invest in Hong Kong and India, where investments to date have come to fruition.

Maintain strong incremental margins:

We remain focused on managing costs to help ensure that we generate strong incremental operating margins. In 2020, we continued to make substantial progress on a key pillar of this strategy, which we initially announced in 2018: the relocation of our corporate headquarters from New York, NY to Nashville, TN. We expect to occupy in 2021 our newly constructed Nashville headquarters building, which will house approximately 1,250 employees over time. We continue to seek efficiencies and manage various operating expenses to help ensure that we drive operating leverage on incremental revenues.

In 2020, total adjusted compensation and benefits was 47.9% of adjusted revenues, flat compared to 2019. Excluding the impact of higher performance-based fees in 2020, compensation costs as a percentage of revenues declined by 0.6% to 47.3%. Our adjusted operating margin increased by 260 basis points to 30.1% in 2020 compared to 27.5% in 2019. The increase resulted from a 5% increase in adjusted revenues, driven by higher base fees, higher performance-based fees and higher Bernstein Research revenues, partially offset by a 1% increase in adjusted operating expenses compared to 2019. We provide additional information regarding our adjusted compensation ratio below in this Compensation Discussion & Analysis, and we provide additional information about our adjusted operating margin in Management's Discussion and Analysis of Financial Condition and Results of Operations above in Item 7.

Overview of 2020 Incentive Compensation Program

When reflecting on 2020 performance and pay, each of our NEOs received a portion of his or her year-end incentive compensation in the form of an annual cash bonus and a portion in the form of long-term incentive compensation awards. The split between the annual cash bonus and long-term incentive compensation varied depending on the NEO's total compensation, with lower-paid executives receiving a greater percentage of their incentive compensation as cash bonuses than more highly-paid executives. (For additional information about these compensatory elements, see “Compensation Elements for NEOs” below.) For Mr. Bernstein, his 2020 incentive compensation award was based generally on the terms set forth in the CEO Employment Agreement (as defined below) and review of his performance during 2020 by the Compensation Committee. As part of the Committee's evaluation of Mr. Bernstein's performance, the Committee reviewed AB's financial results and a performance scorecard (the "Scorecard"), which reflected our Growth Strategy and included actual results relative to target metrics across the following measures:

•financial goals, including peer results, adjusted operating margin, adjusted revenue growth and operating efficiency targets (see our discussion of “Management Operating Metrics” in Item 7 for a reconciliation between our results pursuant to US GAAP and our adjusted results);

•strategic focus areas, including investment performance, client retention and demonstrable progress of strategic priorities; and

•organizational leadership, including employee engagement and leadership transitions.

In 2021 and future years, we expect to utilize a similar Scorecard in assessing the performance of each of the firm's executives. The recent adoption of this tool has initiated a broad and diverse approach to reward and recognition processes at the firm, beginning with Mr. Bernstein in 2020. The Scorecard serves to shift our executives' priorities from a primarily revenue-based model to a broad leadership mindset. Priorities, including progress compared to ESG measures in the Scorecard, and the needs of clients are paralleled with the expectation of creating long-term value for all of our stakeholders and becoming a guiding example for employees while complementing revenue expectations.

We do not utilize quantitative formulas or targets when determining the incentive compensation of our NEOs. Instead, we rely on our assessment of each executive's performance relative to business, operational and cultural goals established at the beginning of the year and reviewed in the context of the current-year financial performance of the firm. The amount of incentive compensation paid to our NEOs continues to be determined on a discretionary basis by the Compensation Committee.

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Additionally, incentive compensation reflects an executive's achievements throughout the year. Amounts are awarded to help us achieve our goal of attracting, motivating and retaining top talent while also helping to ensure that our NEOs' goals are appropriately aligned with the goal of increasing our Unitholders’ return on their investment.

Mr. Bernstein and Ms. Burke, with the approval of the Compensation Committee, confirmed that the appropriate metric to consider in determining the amount of incentive compensation paid to all employees, including our NEOs, in respect of 2020 performance is the ratio of adjusted employee compensation and benefits expense to adjusted net revenues, which terms are described immediately below:


•			Adjusted employee compensation and benefits expense is our total employee compensation and benefits expense minus other employment costs such as recruitment, training, temporary help and meals, and excludes the impact of mark-to-market vesting expense, as well as dividends and interest expense, associated with employee long-term incentive compensation-related investments.
•			Adjusted net revenues (see our discussion of “Management Operating Metrics” in Item 7 for a reconciliation between our results pursuant to US GAAP and our adjusted results)exclude investment gains and losses and dividends and interest on employee long-term incentive compensation-related investments. In addition, adjusted net revenues offset distribution-related payments to third parties as well as amortization of deferred sales commissions against distribution revenues. We also exclude additional pass-through expenses we incur (primarily through our transfer agent) that are reimbursed and recorded as fees in revenues. Additionally, we adjust for the revenue impact of consolidating company-sponsored investment funds by eliminating the consolidated company-sponsored investment funds' revenues and including AB's fees from such funds, and AB's investment gains and losses on its investment in such funds, that were eliminated in consolidation.

In addition, Mr. Bernstein and Ms. Burke, with the approval of the Compensation Committee, determined that the firm’s adjusted employee compensation and benefits expense generally should not exceed 50.0% of our adjusted net revenues, except in unexpected or unusual circumstances. As the table below indicates, in 2020, adjusted employee compensation and benefits expense amounted to approximately 47.9% of our adjusted net revenues (in thousands):


Net Revenues	$	3,708,536
Adjustments (see above)	(659,210)
Adjusted Net Revenues	$	3,049,326

Employee Compensation & Benefits Expense	$	1,494,198
Adjustments (see above)	(34,889)
Adjusted Employee Compensation & Benefits Expense	$	1,459,309
Adjusted Compensation Ratio	47.9		%

Our 2020 adjusted compensation ratio of approximately 47.9% reflects a balancing of the need to keep compensation levels competitive with industry peers in order to attract, motivate and retain highly-qualified talent with the need to maintain strong operating leverage in our business. The Compensation Committee works with management to help ensure both needs are sufficiently addressed.

Compensation Committee; Process for Determining Executive Compensation

The Compensation Committee consists of Ms. Matus (Chair) and Messrs. Audet, de Oliveira, Kaye, Pearson and Scott. The Compensation Committee held four regular meetings in 2020.

As discussed in “NYSE Governance Matters” in Item 10, AB Holding, as a limited partnership, is exempt from NYSE rules that require public companies to have a compensation committee consisting solely of independent directors. EQH owns, directly and through various subsidiaries, an approximate 64.8% economic interest in AB (as of December 31, 2020), and compensation expense is a significant component of our financial results. For these reasons, Mr. Pearson, director and President and CEO of EQH, is a member of the Compensation Committee, and any action taken by the Compensation Committee requires his affirmative vote or consent. Given this structure, the Compensation Committee has established a sub-committee consisting entirely of non-management directors (i.e., Ms. Matus and Messrs. Audet, de Oliveira, Kaye and Scott). This “Section 16 Sub-Committee” approves awards of restricted AB Holding Units to NEOs.

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The Compensation Committee has general oversight of compensation and compensation-related matters, including:


•			determining cash bonuses;
•			determining contributions and awards under incentive plans or other compensation arrangements (whether qualified or non-qualified) for employees of AB and its subsidiaries, and amending or terminating such plans or arrangements or any welfare benefit plan or arrangement or making recommendations to the Board with respect to adopting any new incentive compensation plan, including equity-based plans;
•			reviewing and approving the compensation of our CEO, evaluating his performance, and determining and approving his compensation level based on this evaluation; and
•			reviewing and discussing the CD&A and recommending to the Board its inclusion in each of AB’s and AB Holding’s Form 10-K and, when applicable, proxy statements.

The Compensation Committee has developed a comprehensive process for:

•reviewing our executive compensation program to ensure it is aligned with our firm’s philosophy and strategic objectives;

•evaluating performance by our NEOs against goals and objectives established at the beginning of the year; and

•setting compensation for the NEOs and other senior executives.

The Compensation Committee’s year-end process generally focuses on the cash bonuses and long-term incentive compensation awards granted to NEOs and other senior executives. Mr. Bernstein, working with Ms. Burke and other senior executives, provides recommendations for individual executive awards to the Compensation Committee for its consideration. As part of this process, Ms. Burke provides the Committee with compensation benchmarking data from one or more compensation consultants. For 2020, we paid $48,150 to McLagan Partners (“McLagan”) for executive compensation benchmarking data and trend forecasting.

Management periodically reviews with the Compensation Committee the firm’s expected adjusted financial and operating results, the firm’s actual results and management’s year-end compensation expectations, as they evolve throughout the year. Management accomplished these reviews during regular meetings of the Compensation Committee held in February, May, September and November 2020. The Compensation Committee then approved the firm's final year-end compensation recommendations during December 2020.

The Compensation Committee did not retain its own consultants in 2020.

Additional information regarding the Compensation Committee’s functions can be found in the Committee's charter, which is available online in the “Corporate Responsibility - Corporate Governance” section of our Internet Site.

Benchmarking Data

In 2020, we engaged McLagan to provide compensation benchmarking data for our NEOs (“2020 Benchmarking Data”). The 2020 Benchmarking Data summarized 2019 compensation levels and 2020 salaries at selected asset management companies comparable to ours in terms of size and business mix (“Comparable Companies”), to assist us in determining the appropriate level of compensation for our NEOs.

The 2020 Benchmarking Data provided ranges of compensation levels at the Comparable Companies for executive positions like those held by our NEOs, including base salary and total compensation.

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The Comparable Companies, which management selected with input from McLagan, included:


Eaton Vance Corp.	Franklin Templeton Investments	Goldman Sachs Asset Management
Invesco Ltd.	JP Morgan Asset Management	Legg Mason, Inc.
MFS Investment Management	Morgan Stanley Investment Management	Neuberger Berman LLC
Nuveen Investments / TIAA	PIMCO LLC	Prudential Investments
T. Rowe Price, Inc.	The Vanguard Group, Inc.

The 2020 Benchmarking Data indicated that the total compensation paid to each of our NEOs in 2020 fell within or below the ranges of total compensation paid to executives at the Comparable Companies.

The Compensation Committee considered this information in concluding that the compensation levels paid in 2020 to our NEOs were appropriate and reasonable.

Other Factors Considered When Determining NEO Compensation

For 2020, Mr. Bernstein and Ms. Burke, and the Compensation Committee, based decisions about the incentive compensation of our NEOs primarily on an assessment of each executive’s leadership, operational performance and potential to enhance investment returns and service for clients, all of which contribute to long-term Unitholder value. Quantitative formulas are not utilized when determining the incentive compensation of our NEOs. Instead, Mr. Bernstein and Ms. Burke, and the Compensation Committee, rely on judgment about each executive’s performance in light of business and operational goals established at the beginning of the year and reviewed in the context of the current-year financial performance of the firm and the firm's progress in advancing its Growth Strategy. Mr. Bernstein and Ms. Burke begin the award determination process, working with other members of senior management, by determining the total incentive compensation amounts available for a particular year (as more fully explained above in “Overview of 2020 Incentive Compensation Program”).

Mr. Bernstein and Ms. Burke, and the Compensation Committee, then consider many key factors for each of the NEOs. Specific factors will vary among business units, among individuals and during different business cycles, so we do not adopt any specific weighting or formula under which these metrics are applied. Key factors are:


•			the firm’s financial performance in the current year and the executive's contribution to such financial performance;
•			the firm's progress in advancing its Growth Strategy;
•			the NEO's performance compared to individual business and operational goals established at the beginning of the year;
•			total compensation awarded to the NEO in the prior year;
•			the increase or decrease in the current year’s total incentive compensation amounts available;
•			the nature, scope and level of responsibilities of the NEO;
•			the NEO’s execution of our firm’s culture of ~~"Relentless Ingenuity", which includes the core competencies of relentlessness, ingeniousness, collaboration~~Relentless Ingenuity; and ~~accountability; and~~
•			~~align our executives’ long-term interests with those of our Unitholders~~the NEO’s management effectiveness, talent development, focus on diversity and ~~clients.~~inclusion initiatives, and adherence to risk management and regulatory compliance.

Mr. Bernstein and Ms. Burke then provided specific incentive compensation recommendations to the Compensation Committee, which recommendations were supported by the factors listed above, each NEO's individual achievements, as listed below and, for Mr. Bernstein, a summary of his performance compared with metrics included in the Scorecard. They also provided the Compensation Committee with the 2020 Benchmarking Data, which was not used in a formulaic or mechanical way to determine NEO compensation levels, but rather, as noted above, provided the Compensation Committee with a reference point for the compensation levels paid to executives at the Comparable Companies. The Compensation Committee then made the final incentive compensation decisions for each NEO.

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We have described below each NEO’s individual achievements in 2020 given each officer’s role and the firm's business and operational goals:

Seth P. Bernstein

Role

•Leadership, responsibility and performance as President and CEO.

Individual Achievements

•Led the firm’s efforts in achieving an approximate 5% year-over-year increase in adjusted net revenues, firm-wide client net inflows of $9.2 billion, excluding AXA's redemption of low-fee fixed income mandates, resulting in an active organic growth rate of 3.0%; higher revenues and lower non-compensation related expenses, in part due to COVID-19 pandemic-related travel restrictions, led to an increase in adjusted operating margin of 260 basis points to 30.1%.

•Successfully managed the firm through an unprecedented year via the strength of our leadership team and technology platform, which enabled us to transition working remotely seamlessly, allowing us to support our people and clients.

•Led the continued focus on investment results; while challenged in the short term, longer term investment performance remains competitive. As of December 31, 2020, fixed income services, as a percentage of assets outperforming applicable benchmarks for the one-, three- and five-year periods, achieved 43%, 62% and 79%, respectively, while equities services achieved 41%, 61% and 53%, respectively.

•Drove meaningful progress on key strategic growth initiatives, including build-out of our operation in China and our responsible investment platform, enhancing collaboration with EQH and establishing a comprehensive inorganic growth strategy: AB added four new businesses in 2020.

•Improved engagement metrics in AB’s employee survey and supported the firm’s diversity and inclusion initiatives, including adding diverse perspectives to the firm's Operating Committee and adding two diverse Board members.

•Conducted meetings globally with current and prospective clients to deepen AB’s relationships and appreciation of evolving client priorities.

•Made significant progress in transition of the firm's senior leadership team.

•Advanced our firm's headquarters transition to Nashville, with the relocation and hiring of new staff and the continued construction of our new, state-of-the-art corporate headquarters.

Kate C. Burke

Role

•Leadership, responsibility and performance as COO.

Individual Achievements

•Led AB's response to the COVID-19 pandemic by establishing and quickly mobilizing the firm's Pandemic Response Team, which consists of Technology, Operations, Administrative Services, Human Capital, Risk Management, Security and Corporate Communications, to execute a coordinated global response that enabled the firm to seamlessly provide exceptional client service and investment advice, meet fiduciary obligations and prioritize the health and safety of AB's 3,929 employees as the firm adjusted to working remotely.

•Advanced AB's headquarters transition to Nashville, resulting in 789 employees on the ground as of December 31, 2020; despite the challenges presented by remote working, the firm continued to hire, onboard and train 166 new employees in Nashville in 2020, maintaining the firm's pace to achieve 1,250 employees by 2024. Also, created various engagement strategies to advance AB's culture, community and philanthropic activities in Nashville.

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•Led firm-wide cost savings initiatives to drive greater efficiency and automation, managed compensation and headcount, and captured additional savings to improve AB's adjusted operating margin by 260 basis points to 30.1%.

•Reviewed existing and new business initiatives and aligned resources to invest in organic and inorganic growth opportunities, including the build-out of our operation in China, our responsible investment platform, our private wealth capabilities, and our public and private alternatives platforms.

•Championed our firm's diversity and inclusion efforts through a period of civil unrest around racial inequity, supported AB's employees and provided opportunities to share and learn together while also delivering concrete actions resulting in increased diverse representation on the Board and the firm's Operating Committee, and added resources to support the development and retention of AB's diverse talent.

•Supported Mr. Bernstein in the succession planning of critical leadership roles, including the planned retirement of Mr. Weisenseel and the Head of AB's Client Group, and the successful selection and transition of new leaders onto the firm's executive team.

•Completed transition to the role of COO in July 2020 and worked closely with Mr. Weisenseel throughout 2020 to transition administrative services to the office of the COO by February 2021.

•Advanced AB's operating model to increase transparency and accountability around key business and financial metrics, enhanced collaboration within the firm's Operating Committee to support enterprise initiatives around expanding product, distribution and infrastructure capabilities, and supported AB's talent and cultural initiatives.

Ali Dibadj

Role

•Leadership, responsibility and performance as Head of Finance and Strategy, including ensuring a seamless transition to the role of CFO and Head of Strategy.

Individual Achievements

•Supported the Board, Mr. Bernstein, other NEOs and various Heads of Strategic Business Units to define, articulate and execute our Growth Strategy, including:

◦developing new alternatives, responsible investing, equities, multi-asset and fixed income products;

◦evolving our firm's approach to servicing new and existing clients in private wealth, retail and institutional globally; and

◦hiring and retaining colleagues to support a continuously-improving organization.

•Collaborated with colleagues to help translate those strategies and initiatives into delivery of strong 2020 financial results.

•Partnered closely with Mr. Weisenseel to ensure a smooth transition of the CFO role, including building relationships within our firm's Finance organization and AB employees more broadly.

•Began building AB's Strategy & Corporate Development team, including making key hires and establishing processes.

•Led inorganic growth efforts at AB, which added four new businesses in 2020 and several other important capabilities.

•Conducted competitive and industry analysis to help guide business decisions.

•Led furthering of intra-firm transparency, teamwork and efficiency by improving information management system tools, metrics and processes.

•Established relationships with key external partners, such as clients, consultants, our communities, investors, analysts and the media, among others.

•Deepened AB's partnership with EQH, leading to new business opportunities and a closer operating relationship.

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Laurence E. Cranch

Role

•Leadership, responsibility and performance as Chief Legal Officer.

Individual Achievements

•Successfully implemented compliance solutions in response to new compliance requirements that became effective in 2020.

•Received favorable feedback from AB business leaders relating to the quality of service of the Legal and Compliance department.

•Ensured no regulatory examination resulted in a material adverse finding or enforcement proceeding.

•Ensured the firm remained free of material litigation, reflecting our pragmatic and aggressive program to avoid situations that are likely to produce disputes and, where disputes do arise, resolve them on favorable terms.

•Successfully completed the relocation of most of the New York-based Legal and Compliance department to Nashville, including the selection and retention of employees relocating, and the recruitment of qualified individuals to fill open positions in the location.

•Successfully controlled outside counsel expenses, with respect to ongoing and routine legal matters.

John C. Weisenseel

Role

•Leadership, responsibility and performance as CFO, including seamless transition of his responsibilities to Ms. Burke and Mr. Dibadj.

Individual Achievements

•Successfully managed the firm's liquidity profile, which enabled the firm to navigate the extreme market volatility experienced during 2020.

•Oversaw the achievement of our 30% adjusted operating margin target (actual of 30.1%) by limiting expense growth to maximize operating leverage of the business.

•Successfully completed the relocation of the Finance department to Nashville, achieving expense savings in excess of target and improved diversity.

•Provided accounting, tax and structuring guidance on several business development opportunities, including the launch of AB's collateralized loan obligation and European debt real estate businesses.

•Maintained active discussions with AB’s investor community and credit rating agencies.

•Successfully transitioned finance responsibilities to Mr. Dibadj and administrative services responsibilities to Ms. Burke.

The compensation of each of these NEOs reflected the Compensation Committee’s judgment (and Mr. Bernstein’s judgment, with respect to each executive other than himself) in assessing the importance of the executive's achievements in the context of our firm’s adjusted financial results and progress in advancing our Growth Strategy.

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Compensation Elements for ~~Named Executive Officers~~NEOs

We utilize a variety of compensation elements to achieve the goals described above, consisting of base salary, annual short-term incentive compensation awards (cash bonuses), a long-term incentive compensation award program, a defined contribution plan and certain other benefits, each of which we discuss in detail below:

Base Salaries

Base salaries comprise a relatively small portion of our ~~named executive officers’~~NEOs’ total compensation. We consider individual experience, responsibilities and tenure with the firm when determining the narrow range of base salaries paid to our ~~named executive officers~~NEOs (please refer to “Overview of ~~Our President and CEO’s Compensation”~~Mr. Bernstein's Employment Agreement” below for information relating to Mr. Bernstein’s base salary and other compensation elements).

Annual Short-Term Incentive Compensation Awards (Cash Bonuses)

We provide our ~~named executive officers~~NEOs with annual short-term incentive compensation awards in the form of cash bonuses.

We believe that annual cash bonuses, which generally reflect individual performance and the firm’s current year financial performance, provide a short-term retention mechanism for our ~~named executive officers~~NEOs because such bonuses typically are paid during the last week of the year.

Annual cash bonuses in respect of ~~2017~~2020 performance for each ~~named executive officer (other than Mr. Bernstein)~~NEO were determined and paid in ~~late~~ December ~~2017.~~2020. These bonuses, and the ~~2017~~2020 long-term incentive compensation awards described

immediately below, were based on management’s evaluation, subject to the Compensation Committee’s review and approval, of each ~~named executive officer’s~~NEO’s performance during the year, the firm's progress in advancing its Growth Strategy during the year, the performance of the ~~named executive officer’s~~NEO’s business unit or function compared to business and operational goals established at the beginning of the year and the firm’s current-year financial ~~performance,~~ ~~except as described immediately below~~.performance. For more information regarding the factors considered when determining cash bonuses for ~~named executive officers,~~ NEOs, see “Other Factors Considered When Determining ~~Named Executive Officer~~NEO Compensation” ~~below~~above.

In respect of ~~2017,~~2020, Mr. Bernstein received a cash bonus of ~~$3,000,000~~$4,015,000 in accordance with the terms of the employment agreement into which he entered ~~into among him,~~with the General Partner, AB and AB Holding as of May 1, 2017 (“CEO Employment Agreement”). and after review of Mr. Bernstein's performance during 2020 by the Compensation Committee. Please refer to “Overview of ~~Our President and CEO’s Compensation”~~Mr. Bernstein's Employment Agreement” below for additional information relating to Mr. Bernstein’s cash bonus and other compensation elements.

In February 2017, Mr. Gingrich was granted a special restricted AB Holding Unit award with a grant date fair value of $21,000,000, in lieu of eligibility to receive a cash bonus and long-term incentive compensation award pursuant to the annual compensation program award processes in respect of 2017, 2018 and 2019 performance; provided, however, that Mr. Gingrich is eligible to receive at the end of each such year, in connection with AB's year-end performance evaluation process, an additional cash bonus, but only to the extent approved by the Compensation Committee. Mr. Gingrich's special award vests in three equal installments on December 1 of each of 2017, 2018 and 2019 based on Mr. Gingrich's continued service to AB (subject to certain exceptions), but no AB Holding Units are delivered until December 1, 2019. The Compensation Committee determined that a special cash bonus was warranted for Mr. Gingrich's performance in 2017 and awarded him a $1,000,000 cash bonus in recognition of AB’s improving financial results, Mr. Gingrich’s continuing efforts to manage AB’s operations in a cost-effective manner and Mr. Gingrich’s critical contribution to the transition process to AB's new leadership.

Long-Term Incentive Compensation Awards

Long-term incentive compensation awards generally are denominated in restricted AB Holding Units. We utilize this structure to align our ~~named executive officers’~~NEOs’ long-term interests directly with the interests of our Unitholders and indirectly with the interests of our clients, as strong performance for our clients generally contributes directly to increases in ~~assets under management~~AUM and improved financial performance for the firm.

We believe that annual long-term incentive compensation awards provide a long-term retention mechanism for our ~~named executive officers~~NEOs because such awards generally vest ratably over four years. For ~~2017~~2020 performance, these awards were granted in December ~~2017~~2020 to each of Ms. Burke and Messrs. Bernstein, Cranch, Dibadj and Weisenseel pursuant to the AB 2020 Incentive Compensation Award Program ("ICAP"), an unfunded, non-qualified incentive compensation plan, and the AB 2017 Long Term Incentive Plan, our equity compensation plan (“2017 Plan”). Mr. Bernstein did not receive an award in December 2017 as he received an award upon the commencement of his employment with us pursuant to the CEO Employment Agreement, and Mr. Gingrich did not receive an award in December 2017 as he was granted the special award ~~described above~~ ~~in February 2017.~~

Prior to the date on which an award vests, the AB Holding Units underlying an award are restricted and are not permitted to be transferred. Upon vesting, the AB Holding Units underlying an award generally are ~~distributed,~~delivered, unless the award recipient has, in advance, voluntarily elected to defer receipt to future periods or the award is structured with a delayed delivery date. Quarterly cash distributions on vested and unvested restricted AB Holding Units are delivered to award recipients when cash distributions are paid generally to Unitholders.

An award recipient who resigns or is terminated without cause prior to the vesting date is eligible to continue to vest in his or her long-term incentive compensation award subject to compliance with the restrictive covenants set forth in the applicable award agreement, including restrictions on competition, and restrictions on employee and client solicitation. ~~In addition,~~Commencing in 2018, the award agreement also provides for continued vesting in the event of an award recipient's retirement, subject to applicable restrictive covenants. To be eligible for retirement, an award recipient must provide notice of retirement, enter into a retirement agreement and satisfy a "Rule of 70," whereby the sum of the recipient's age and years of service must equal at least 70. The award agreement provided to each recipient of restricted AB Holding Units as part of year-end incentive compensation

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in 2018 amended the recipient's prior awards granted under ICAP to provide for this vesting treatment in the event of retirement.

Clawbacks

The award agreement permits AB to claw-back the unvested portion of an award if the recipient fails to adhere to our risk management policies. As such, for accounting purposes, there is no employee service requirement and awards are fully expensed when granted. As used in this Item 11, “vest” refers to the time at which the awards are no longer subject to forfeiture for breach of these restrictions or risk management policies, which we discuss further below in “Consideration of Risk Matters in Determining Compensation.”

Relocation-related Performance Awards

In April 2018, Ms. Burke, Mr. Cranch and Mr. Weisenseel each was granted a special restricted AB Holding Unit award with a grant date fair value of $4,000,000. Each award vests on December 1, 2022, and the underlying AB Holding Units are delivered promptly thereafter provided each executive continues to be employed by AB and each executive moves to and establishes his or her principal residence in Nashville, TN. Vesting of each executive’s AB Holding Units also is contingent on an assessment by the Compensation Committee, with appropriate input from Mr. Bernstein, as to whether, and the extent to which:

•our firm’s headquarters relocation initiative is executed without significant disruption or reputational damage to AB;

•AB’s targets for cost savings and implementation costs for the relocation have been achieved; and

•the level of workplace talent and diversity in Nashville is satisfactory.

With respect to the above-referenced criteria, the Compensation Committee, with appropriate input from Mr. Bernstein, assesses achievement of the criteria both within the executive's business unit and with respect to our firm overall. In December 2019 and 2020, Mr. Bernstein, on behalf of the Compensation Committee, advised each executive that his or her performance generally was progressing well with respect to each of the above-referenced criteria. A similar process is expected to be followed in December 2021.

CFO Retirement Agreement

As announced in a Form 8-K we filed on August 26, 2020, Mr. Weisenseel will retire from AB, effective September 30, 2021 (the "Retirement Date"). He is transitioning his Finance responsibilities to Mr. Dibadj, who will assume the role of CFO, and his Administrative Services responsibilities to Ms. Burke, effective on or about February 12, 2021 (the first business day after we file this 10-K). Mr. Weisenseel will serve in a senior advisory role from February 12, 2021 until his Retirement Date.

The compensatory benefits under the retirement agreement to which Mr. Weisenseel is entitled include:

•a lump sum cash payment of $250,000 (less applicable tax withholding and other payroll deductions) to be made in the first pay period immediately after the Retirement Date;

•the vesting on the Retirement Date and, per Mr. Weisenseel's election, delivery on March 31, 2027 of 113,266 AB Holding Units, which represents a pro rata vesting through the Retirement Date of the restricted AB Holding Units described immediately above in "Relocation-related Performance Awards;" and

•until the Retirement Date and continuing for a period of 26 weeks thereafter, his base salary shall continue to be paid, through regular payroll on regular payroll dates, at the rate of $375,000 (less applicable tax withholding and other payroll deductions.

Defined Contribution Plan

U.S. employees of AB, including each of our ~~named executive officers,~~NEOs, are eligible to participate in the Profit Sharing Plan for Employees of AB (as amended and restated as of January 1, 2015, ~~and~~ as further amended as of January 1, 2017 and as further amended as of April 1, 2018, the “Profit Sharing Plan”), a tax-qualified retirement plan. The Compensation Committee determines the amount of company contributions (both the level of annual matching by the firm of an employee’s pre-tax salary deferral contributions and the annual company profit sharing contribution, if any).

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With respect to ~~2017,~~2020, the Compensation Committee determined in December 2020 that employee deferral contributions would be matched on a dollar-for-dollar basis up to 5% of eligible compensation and that there would be no profit sharing contribution.

Other Benefits

Change in Control Plan

In December 2020, the Compensation Committee approved the AllianceBernstein Change in Control Plan for Executive Officers (the "CIC Plan"). The purpose of the CiC Plan is to provide certain benefits for each individual designated by our CEO as an executive officer (an "Executive Officer") in the event of a change in control ("CIC") of AB. The CIC Plan contains a change in control provision substantially similar to the change in control provision included in Mr. Bernstein's employment agreement (as described below in "Overview of Mr. Bernstein's Employment Agreement"). The provisions under the CIC Plan also are described in a compensatory table below entitled, “Potential Payments upon Termination or Change in Control.”

The CIC Plan provides that, in the event of a CIC, unless prior to the CIC, any unvested restricted unit awards (including ICAP awards) then held by an Executive Officer are honored or assumed, or new rights are substituted therefore, so that the Executive Officer's rights and entitlements after the CIC are substantially equivalent to or better than the Executives Officer's rights and entitlements under the award, each award will, prior to the CIC, immediately and fully vest and no longer be subject to forfeiture.

In addition, (i) if the Executive Officer's employment is terminated by AB, other than for cause, (ii) the Executive Officer resigns with good reason (as defined in the CIC Plan), or (iii) the Executive Officer dies or becomes disabled, within 12 months following a CIC, the Executive Officer will be entitled to receive the sum of (a) the Executives Officer's annual base salary at the time of his or her termination, and (b) the Executive Officer's most recent annual cash incentive compensation award, multiplied by two.

The CIC Plan defines CIC to include any transaction as a result of which EQH ceases to control AB, or a successor entity that conducts the business of AB. However, there would not be a CIC unless, as a result of the transaction, an entity other than EQH controls AB (or a successor to its business).

Life Insurance

Our firm pays the premiums associated with life insurance policies purchased on behalf of our ~~named executive officers.~~NEOs.

~~Overview~~Consideration of ~~2017~~Risk Matters in Determining Compensation

In 2020, we considered whether our compensation practices for employees, including our NEOs, encourage unnecessary or excessive risk-taking and whether any risks arising from our compensation practices are reasonably likely to have a material adverse effect on our firm. For the reasons set forth below, we have determined that our current compensation practices do not create risks that are reasonably likely to have a material adverse effect on our firm.

As described above in “Compensation Elements for NEOs – Long-Term Incentive Compensation ~~Program~~

In respect of 2017 performance, each of our named executive officers who was employed on December 31, 2017 (other than Messrs. Bernstein and Gingrich) received a portion of his or her year-end incentive compensation in the form of an annual cash bonus and a portion in the form ofAwards,” long-term incentive compensation ~~awards. The split between~~awards generally are denominated in AB Holding Units that are not distributed until subsequent years, so the ~~annual cash bonus and long-term incentive compensation varied depending~~ultimate value that the employee derives from the award depends on the named executive officer’s total compensation, with lower-paid executives receiving a greater percentage of their incentive compensation as cash bonuses than more highly-paid executives. (For additional information about these compensatory elements, ~~see “Compensation Elements for Named Executive Officers” above~~.)

Although estimates are developed for budgeting and strategic planning purposes, our named executive officers’ incentive compensation is not correlated with meeting any specific targets. Instead, the aggregate amount of incentive compensation paid to our named executive officers, other than Messrs. Bernstein and Gingrich for 2017, generally is determined on a discretionary basis and primarily is a function of our firm’s current year financial performance but takes into account the performance goals described below. Amounts are awarded to help us achieve our goal of attracting, motivating and retaining top talent while also helping to ensure that our named executive officers’ goals are appropriately aligned with the goal of increasing our Unitholders’ return on their investment.

Senior management, with the approval of the Compensation Committee, confirmed that the appropriate metric to consider in determining the amount of incentive compensation paid to all employees, including our named executive officers, in respect of 2017 performance is the ratio of adjusted employee compensation and benefits expense to adjusted net revenues, which terms ~~are described immediately below~~:



•	~~Adjusted employee compensation and benefits expense~~ is our total employee compensation and benefits expense minus other employment costs such as recruitment, training, temporary help and meals, and excludes the impact of mark-to-market vesting expense, as well as dividends and interest expense, associated with employee long-term ~~incentive compensation-related investments~~
•	~~Adjusted net revenues~~ (~~see our discussion of “Management Operating Metrics” in Item 7~~)exclude investment gains and losses and dividends and interest on employee long-term incentive compensation-related investments. In addition, adjusted net revenues offset distribution-related payments to third parties as well as amortization of deferred sales commissions against distribution revenues. We also exclude additional pass-through expenses we incur (primarily through our transfer agent) that are reimbursed and recorded as fees in revenues. Additionally, we adjust for the revenue impact of consolidating company-sponsored investment funds by eliminating the consolidated company-sponsored investment funds' revenues and including AB's fees from such funds, and AB's investment gains and losses on its investment in such funds, that were eliminated in consolidation. Lastly, we excluded a cumulative realized gain of $4.6 million on the exchange of software technology for an ownership stake in a third party provider of financial market data and trading tools as this was not part of our core operating results.

In addition, senior management, with the approval of the Compensation Committee, determined that the firm’s adjusted employee compensation and benefits expense generally should not exceed 50.0% of our adjusted net revenues, except in unexpected or unusual circumstances. ~~As the table below indicates, in 2017, adjusted employee compensation and benefits expense amounted to approximately 47.1% of our adjusted net revenues (in thousands):~~

Net Revenues $ 3,298,521
Adjustments (see above)
(594,505 )
Adjusted Net Revenues $ 2,704,016

Employee Compensation & Benefits Expense $ 1,313,469
Adjustments (see above)
(39,197 )
Adjusted Employee Compensation & Benefits Expense $ 1,274,272
Adjusted Compensation Ratio 47.1 %

Our 2017 adjusted compensation ratio of approximately 47.1% reflects the need to keep compensation levels competitive with industry peers in order to attract, motivate and retain highly-qualified talent.

~~Benchmarking~~

~~In 2017, management engaged McLagan Partners (“McLagan”) and Willis Towers Watson (“WTW”) to provide compensation benchmarking data for our named executive officers (“2017 Benchmarking Data”). The 2017 Benchmarking Data summarized 2016 compensation levels and 2017 salaries at selected asset management companies and banks comparable to ours in terms of size and business mix (“Comparable Companies”), to assist us in determining the appropriate level of compensation for the firm’s named executive officers.~~

The 2017 Benchmarking Data provided ranges of compensation levels at the Comparable Companies for executive positions similar to those held by our named executive officers, including base salary and total compensation.

~~Mr. Bernstein’s 2017 compensation was established pursuant to the CEO Employment Agreement (as discussed more fully below in “Overview of Our President and CEO’s Compensation”) and Mr. Gingrich’s 2017 long-term incentive compensation was established in the agreement pursuant to which he was granted his special restricted AB Holding Unit award in February 2017 (as discussed more fully above in "Annual Short-Term Incentive Compensation Awards (Cash Bonuses)"~~).

~~The Comparable Companies, which management selected with input from McLagan and WTW, included:~~



~~Eaton Vance Corp.~~	~~Franklin Resources, Inc.~~	~~Goldman Sachs Asset Management, L.P.~~
~~Invesco Ltd.~~	~~JPMorgan Asset Management Inc.~~	~~Legg Mason, Inc.~~
~~MFS Investment Management~~	~~Morgan Stanley Investment Management Inc.~~	~~Neuberger Berman LLC~~
~~Oppenheimer Funds Distributor, Inc.~~	~~PIMCO LLC~~	~~Prudential Investments~~
~~T. Rowe Price Group, Inc.~~	~~TIAA Group~~	~~The Vanguard Group, Inc.~~

The 2017 Benchmarking Data indicated that the total compensation paid to our named executive officers in 2017 generally fell within or below the ranges of total compensation paid to executives at the Comparable Companies.

~~The Compensation Committee considered this information in concluding that the compensation levels paid in 2017 to our named executive officers were appropriate and reasonable.~~

~~Other Factors Considered When Determining Named Executive Officer Compensation~~

For 2017, we based decisions about the incentive compensation of our named executive officers, other than Mr. Bernstein, primarily on our assessment of each executive’s leadership, operational performance, and potential to enhance investment returns and service for our clients, all of which contribute to long-term Unitholder value. We do not utilize quantitative formulas when determining the incentive compensation of our named executive officers. Instead, we rely on our judgment about each executive’s performance in light of business and operational goals established at the beginning of the year and reviewed in the context of the current-year financial performance of the firm. ~~We begin~~Denominating the award ~~determination process, which~~in restricted AB Holding Units and deferring their delivery is ~~conducted by our CEO~~intended to sensitize employees to risk outcomes and ~~COO working with other members~~discourage them from taking excessive risks, whether relating to investments, operations, regulatory compliance and/or cyber security, that could lead to a decrease in the value of ~~senior management, by determining~~ the ~~total~~AB Holding Units and/or an adverse effect on the firm's long-term prospects. Furthermore, and as noted above in “Compensation Elements for NEOs – Long-Term Incentive Compensation Awards,” generally all outstanding long-term incentive compensation ~~amounts available for~~awards include a ~~particular year (as more fully explained above in “Overview~~provision permitting us to “claw-back” the unvested portion of ~~2017 Incentive Compensation Program”~~).

~~Our CEO and COO, as well as~~an employee’s long-term incentive compensation award if the Compensation Committee ~~then consider~~determines that (i) the employee failed to adhere to existing risk management policies and (ii) as a ~~number of key factors for each~~result of the ~~named executive officers, other than for~~employee’s failure, there has been or reasonably could be expected to be a material adverse impact on our ~~CEO. Specific factors will vary among~~firm or the employee’s business ~~units, among individuals and during different business cycles, so we do not adopt any specific weighting or formula under which these metrics are applied. Key~~unit.

~~factors are:~~



•	~~the firm’s financial performance in the current year;~~
•	~~the named executive officer’s performance compared to individual business and operational goals established at the beginning of the year;~~
•	~~the firm’s strategic and operational considerations;~~
•	~~total compensation awarded to the named executive officer in the previous year;~~
•	~~the increase or decrease in the current year’s total incentive compensation amounts available;~~
•	~~the contribution of the named executive officer to our overall financial results;~~
•	~~the nature, scope and level of responsibilities of the named executive officer;~~
•	~~the named executive officer’s execution of our firm’s culture of Relentless Ingenuity; and~~
•	~~the named executive officer’s management effectiveness, talent development, and adherence to risk management and regulatory compliance.~~

~~Our CEO and COO then provided specific incentive compensation recommendations to the Compensation Committee, which recommendations were supported by the factors~~ ~~listed above~~. They also provided the Compensation Committee with the 2017 Benchmarking Data, which was not used in a formulaic or mechanical way to determine named executive officer compensation levels, but rather, ~~as noted above~~, provided the Compensation Committee with a reference point for the compensation levels paid to executives at the Comparable Companies. The Compensation Committee then made the final incentive compensation decisions for Ms. Burke and Messrs. Cranch and Weisenseel. In addition, the Compensation Committee, ~~as described above in "Annual Short-Term Incentive Compensation Awards (Cash Bonuses)", determined to award Mr. Gingrich a special cash bonus of $1,000,000.~~

~~We have~~ ~~described in the table below~~ ~~the business and operational goals established at the beginning of 2017 for our named executive officers, other than Mr. Bernstein, and their achievements during 2017:~~



~~Named Executive Officer~~	~~2017 Business and Operational Goals~~	~~2017 Achievements~~
~~James A. Gingrich~~ ~~COO~~	~~1. increase operating efficiency/margins;~~ ~~2. optimize strategy and sales efforts of Retail, Institutions and Private Wealth;~~ ~~3. enhance planning and organizational processes;~~ ~~4. optimize revenue and profitability of Bernstein Research Services;~~ ~~5. foster a culture of meritocracy, empowerment and accountability among business leaders; and~~ ~~6. recruit and retain top talent.~~	~~1. improved client flows across channels and services;~~ ~~2. contained operating costs and improved adjusted operating margin;~~ ~~3. identified significant new opportunities to reduce costs, both in 2017 and future years;~~ ~~4. oversaw development and commercialization of previously acquired alternatives teams (e.g., Arya Partners);~~ ~~5. oversaw organizational, technology and process changes within distribution functions designed to enhance effectiveness and productivity;~~ ~~6. helped recruit new personnel in several key positions.~~



~~Kate C. Burke~~ ~~Head of Human Capital and Chief Talent Officer~~	~~1. enhance feedback culture to strengthen employee development and engagement;~~ ~~2. increase consistency in talent development processes across AB’s strategic business units (“SBUs”);~~ ~~3. develop and retain high performing talent;~~ ~~4. design new job architecture to provide more meaningful compensation analysis and leverage Human Resources Information Systems, or “HRIS”, technology;~~ ~~5. enhance our firm’s diversity and inclusion efforts to foster an environment in which diverse talent thrives and progresses; and~~ ~~6. continue to refine the firm’s Human Capital operating model.~~	~~1. modified mid-year and year-end evaluation processes to focus on more continuous feedback and career development;~~ ~~2. completed bi-annual employee survey and identified programs to address key areas of concern;~~ ~~3. piloted a new year-end performance scale, which included structured calibration in select SBUs;~~ ~~4. reconfigured promotion criteria across all levels of the firm to improve evaluation consistency and alignment with AB’s strategy and goals;~~ ~~5. maintained low voluntary turnover among high performing employees;~~ ~~6. implemented job architecture framework, including career levels and bands, utilized additional salary benchmarking data and incorporated these metrics in year-end compensation process;~~ ~~7. introduced diversity and inclusion training to global SVP population;~~ ~~8. developed SBU-specific diversity goals focused on improving the firm’s diverse talent pipeline; and~~ ~~9. continued to strengthen key processes and systems under “Center of Excellence” model.~~



~~Laurence E. Cranch~~ ~~General Counsel~~	~~1. design and implement pragmatic compliance solutions for pending regulatory initiatives;~~ ~~2. achieve favorable results on all regulatory exams;~~ ~~3. continue to identify and implement ways to improve service using existing resources;~~ ~~4. support product expansion initiatives in Retail and Alternatives;~~ ~~5. identify opportunities to promote from within and add depth, and retain current talent;~~ ~~6. proactively manage legal relationships to avoid future litigation; and~~ ~~7. continue aggressive expense management.~~	1. provided leadership and extensive work with respect to several significant regulatory developments that required analysis and compliance program development, including particularly the January 1, 2018 effectiveness of MiFID II, the Department of Labor fiduciary duty rule (“~~DOL Rule”) and Brexit;~~ ~~2. underwent several significant regulatory exams, none of which resulted in any significant adverse finding or enforcement proceedings;~~ 3. successfully maintained the level and quality of service of the Legal and Compliance Department, despite an increased workload, by designing better processes to manage tasks and by automating certain processes, particularly with respect to derivatives; 4. supported the launch of numerous new investment products, including AB’s six flex fee funds, Real Estate Debt Fund III, and a number of new mutual fund share classes designed to respond to the impact of the DOL Rule; ~~5. continued to perform well in retaining best talent, including promoting from within when losing one senior professional;~~ ~~6. reflecting a proactive and pragmatic approach, there has been no new significant litigation brought against AB during the past year; and~~ ~~7. continued to aggressively manage outside counsel expenses through annual budgeting processes.~~



~~John C. Weisenseel~~ ~~CFO~~	~~1. increase the firm’s profitability by controlling expenses;~~ ~~2. increase the efficiency of global cash utilization by assessing capital requirements across domestic and international entities and reducing excess capital where possible;~~ ~~3. manage business funding requirements within the context of the firm’s capital and liquidity;~~ ~~4. continue to streamline the firm’s office footprint and related cost structure;~~ ~~5. evaluate and support new business development opportunities;~~ ~~6. continue communications with the firm’s investors and credit rating agencies; and~~ ~~7. identify and develop the next generation of leaders in the Finance and Administrative Services Departments.~~	~~1. increased adjusted operating margin by 240 basis points compared to 2016;~~ ~~2. increased cash utilization by approximately $150 million by reducing capital held in legal entities and repatriating foreign cash dividends to the U.S. without a significant increase in taxes;~~ ~~3. repurchased AB Holding Units to offset earnings per unit dilution, which otherwise would result from employee equity-based compensation awards;~~ 4. sub-leased additional space in NY metro and relocated Hong Kong office to less expensive location generating over $10 million in combined annual occupancy savings, identified potential future office sites for two principal U.S. locations (one within New York metro and one located outside of New York metro in a lower cost region), and conducted RFP searches for both locations; 5. provided accounting and tax guidance in structuring our firm’s exchange of internally-developed software technology for an ownership stake in a third-party provider of financial market data and trading tools; ~~6. maintained active discussion with AB’s investor community and credit rating agencies and participated in asset management industry investor conferences; and~~ ~~7. implemented several staffing changes in the Finance and Administrative Services Departments, upgrading the talent pool while reducing headcount by 3%.~~

~~As indicated in the table above~~, each of the named executive officers included in the table successfully achieved his or her goals in 2017. The compensation of each of these named executive officers reflected Mr. Bernstein’s and the Compensation Committee’s judgment in assessing the importance of the officer's achievements to our firm’s financial results.

Overview of ~~Our President and CEO’s Compensation~~Mr. Bernstein's Employment Agreement

Pursuant to the CEO Employment Agreement, Mr. Bernstein ~~will serve~~served as our President and CEO for aan initial term ~~commencing~~that commenced on May 1, 2017 and ~~ending~~ended on May 1, ~~2020, provided that the~~2020. The initial term ~~shall~~ automatically ~~extend~~was extended for one additional year on May 1, 2020 and will automatically extend each ~~anniversary~~May thereafter, beginning May 1, 2021, unless the CEO Employment Agreement is terminated in accordance with its terms (“Employment Term”).

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The terms of the CEO Employment Agreement were the result of arm’s length negotiations between Mr. Bernstein and senior executives at AXA ~~AB’s parent company~~ and ~~majority unitholder.~~EQH. The Board then approved the CEO Employment Agreement after having considered, among other things, the compensation package provided to Mr. Bernstein’s predecessor, the 2016 compensation and 2017 expected compensation of AB’s other executive officers and Mr. Bernstein’s compensation at his former employer.

The Compensation Committee, during its regular meeting held on December 11, 2018, amended the CEO Employment Agreement such that any annual equity award granted to Mr. Bernstein in 2018 and subsequent years during the Employment Term will be granted in all respects in accordance with AB's compensation practices and policies generally applicable to AB's executive officers as in effect from time to time ("SPB First Amendment").

Additionally, the Compensation Committee, during its regular meeting held on December 10, 2019, further amended the CEO Employment Agreement by:

•increasing Mr. Bernstein’s severance payments if his employment is terminated involuntarily, without cause, from one year’s base salary and bonus to one and a half year’s base salary and bonus;

•excluding from the definition of change in control AB Holding ceasing to be publicly traded;

•removing from the circumstances that give rise to Mr. Bernstein’s ability to terminate the agreement for “good reason” his ceasing to be the CEO of a publicly traded entity; and

•eliminating Mr. Bernstein’s entitlement to a gross-up for any excise tax on his parachute payments, which would have been pertinent only if Mr. Bernstein had been terminated involuntarily prior to December 31, 2019.

Elements of Mr. Bernstein’s Compensation

Base Salary

Mr. Bernstein’s annual base salary under the CEO Employment Agreement ishas been, and continues to be, $500,000. This amount is consistent with our firm’s policy to keep base salaries of executives and other highly-compensated employees low in relation to total compensation. Any future increase to Mr. Bernstein's base salary is entirely inat the discretion of the Compensation Committee.

Cash Bonus

Under the CEO Employment Agreement, Mr. Bernstein was ~~entitled to, and received, a cash bonus of $3,000,000 in 2017. During each subsequent year of the Employment Term, he is~~ entitled to be paid a cash bonus at a target level of $3,000,000 in 2020, subject to review and increase from time to time by the Compensation Committee, in its sole discretion. As a result of a review of Mr. Bernstein's performance during 2020 by the Compensation Committee, Mr. Bernstein was paid a cash bonus of $4,015,000. In determining Mr. Bernstein's cash bonus, the Compensation Committee considered the progress AB made in advancing its Growth Strategy, Mr. Bernstein's performance in light of the target metrics included in the Scorecard and Mr. Bernstein's individual achievements during 2020, as described above.

Restricted AB Holding Units

On May 16, 2017, in connection with the commencement of Mr. Bernstein’s employment, Mr. Bernstein was granted restricted AB Holding Units with a grant date fair value of $3,500,003, or 164,706 restricted AB Holding Units (“~~CEO 2017 Award~~”), which, subject to accelerated vesting upon circumstances described in the CEO Employment Agreement, vest ratably on each of the first four anniversaries of May 1, 2017, commencing May 1, 2018, provided, with respect to each installment, Mr. Bernstein continues to be employed by our firm on the vesting date. Also, subject to accelerated delivery of the CEO 2017 Award upon circumstances described in the CEO Employment Agreement, the entire CEO 2017 Award, minus any AB Holding Units withheld to cover applicable taxes, will be delivered to Mr. Bernstein as promptly as possible after May 1, 2021. Mr. Bernstein will receive the cash distributions payable with respect to the unvested portion of the CEO 2017 Award and the vested but undelivered portion of the CEO 2017 Award on the same basis as cash distributions are paid to AB Holding Unitholders generally.

Commencing in 2018 and during the remainder of the Employment ~~term,~~Term, Mr. Bernstein ~~will be~~is eligible to receive annual equity awards with a grant date fair value equal to $3,500,000, subject to review and increase by the Compensation Committee, in its sole discretion, in accordance with AB’s compensation practices and policies generally applicable to the firm’s executive officers as in effect from time to time. The Compensation Committee approved an equity award to Mr. Bernstein with a grant date fair value equal to $3,835,000 during December 2020. The Compensation Committee determined Mr. Bernstein's equity award based on the review process described above. As a result of the SPB First Amendment, the equity award granted to Mr. Bernstein in December 2020 is subject to the same ICAP-related terms and conditions as awards granted to other executive officers at that time, which terms and conditions are described above in "Compensation Elements for NEOs - Long-Term Incentive Compensation Awards."

Perquisites and Benefits

Under the CEO Employment Agreement, Mr. Bernstein is eligible to participate in all benefit plans available to executive officers and, for his safety and accessibility, a company car and driver for business and personal use.

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Severance and Change in Control Benefits

The CEO Employment Agreement includes severance and change-in-control provisions, which are highlighted below ~~and~~. These provisions also are described in a compensatory table below ~~under the heading~~entitled, “Potential Payments upon Termination or Change in ~~Control”.~~ Control.” We believe that these severance and change-in-control provisions assist in retaining our CEO and, in the event of a change in control, provide protection to Mr. Bernstein so he is not distracted by personal or financial situations at a time when AB needs him to remain focused on his responsibilities.

If Mr. Bernstein is terminated without “cause” or resigns for “good reason” (as such terms are defined in the CEO Employment Agreement), and he signs and does not revoke a waiver and release of claims, he will receive the following:



•	if Mr. Bernstein resigns for "good reason," a cash payment equal to the sum of (a) his current base salary and (b) his bonus opportunity amount;
•		if Mr. Bernstein's employment is terminated other than for "cause," or because of his death or disability, a cash payment equal to the sum of (a) his current base salary and (b) his bonus opportunity amount, multiplied by 1.5;
		a pro rata bonus based on actual performance for the fiscal year in which the termination occurs;
Ÿ		immediate vesting of ~~any~~the outstanding portion of the equity ~~awards;~~award he was granted in May 2017;
Ÿ		delivery of AB Holding Units in respect of the ~~CEO~~equity award he was granted in May 2017 ~~Award~~ (subject to any withholding requirements);
Ÿ		monthly payments equal to the cost of COBRA coverage for the COBRA coverage period; and
Ÿ		following the COBRA coverage period, access to participation in AB’s medical plans as in effect from time to time at Mr. Bernstein’s (or his spouse’s) sole expense.

If, during the 12 months following a change in control, Mr. Bernstein is terminated without cause or resigns for good reason, he will receive the amounts described above, except that he will receive a cash payment equal to two times the sum of (a) his

current base salary and (b) his bonus opportunity ~~amount (provided that if the change in control occurs before May 1, 2018, the sum is multiplied by three).~~amount.

In the event of a change in control or in the event that Mr. Bernstein’s employment is terminated because the CEO Employment Agreement is not renewed (other than for cause), ~~his CEO~~the equity award he was granted in May 2017 ~~Award~~ will immediately vest and AB Holding Units in respect of any such award ~~shall~~will be delivered by AB to him (subject to any withholding obligations).

In the event any payments constitute “golden parachute payments” within the meaning of Section 280G of the Code and would be subject to an excise tax imposed by Section 4999 of the Code, such payments ~~shall~~will be reduced to the maximum amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr. Bernstein receiving a higher net-after tax amount than he would receive absent such reduction. If a change in control occurs prior to January 1, 2020, to the extent that payments to Mr. Bernstein would be subject to the excise tax under Section 4999 of the Code, Mr. Bernstein shall be entitled to a gross-up payment to ensure that he will retain an amount equal to the excise tax imposed upon such payments, but if the payments do not exceed 110% of the statutory limit imposed by Section 280G of the Code, the payments shall be reduced to the maximum amount that does not result in the imposition of such excise tax.

Mr. Bernstein is subject to a confidentiality provision, in addition to covenants with respect to non-competition during his employment and six months thereafter and non-solicitation of customers and employees for 12 months following his termination of employment.

A change in control is defined as, among other ~~things:~~things, EQH and its majority-owned subsidiaries ceasing to control the election of a majority of the Board.



•	~~AXA Financial and its majority-owned subsidiaries ceasing to control the election of a majority of the Board; or~~
•	~~AB Holding, or any successor thereto, ceasing to be a publicly traded entity.~~

Mr. Bernstein negotiated the severance and change-in-control provisions described immediately above to have the security and flexibility to focus on the business and preserve the value of his long-term incentive compensation. The Board, AXA and ~~AXA~~EQH determined that these provisions were reasonable and appropriate because they were necessary to recruit and retain Mr. Bernstein and provided Mr. Bernstein with effective incentives for future performance. ~~The Board and AXA determined to limit the applicability of the excise tax gross-up provision as the application of the excise tax is more burdensome on newly hired employees.~~

The Board, AXA and ~~AXA~~EQH also concluded that the change-in-control and termination provisions in the CEO Employment Agreement fit within AB’s overall compensation objectives because these provisions, which align with AB’s goal of providing its executives with effective incentives for future performance, also:

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•			permitted AB to recruit and retain a highly-qualified CEO;
•			aligned Mr. Bernstein’s long-term interests with those of AB’s Unitholders and clients;
•			were consistent with AXA’s, EQH's and the Board’s expectations with respect to the manner in which AB and AB Holding would be operated during Mr. Bernstein’s tenure; and
•			were consistent with the Board’s expectations that Mr. Bernstein would not be terminated without cause and that no steps would be taken that would provide him with the ability to terminate the agreement for good reason.

Compensation awarded by EQH to Mr. Bernstein

~~AXA Equitable Holdings Compensation~~

As In 2020, the board of directors of EQH granted to Mr. Bernstein, in connection with his membership on the EQH Management Committee:

•a ~~member~~restricted stock unit award (for EQH common stock) with a grant date fair value of ~~the AXA Equitable Holdings Management Committee,~~ $250,019;

•a performance share award (for EQH common stock) with a grant date fair value of $500,031, approximately half of which can be earned subject to EQH’s performance against specified non-GAAP financial targets and half of which can be earned subject to EQH’s total shareholder return relative to its peer group; and

•stock options (for EQH common stock) with a grant date fair value of $250,003.

Mr. Bernstein may receive additional equity or cash compensation from ~~AXA Equitable Holdings~~EQH in the future related to his service on the ~~committee. Any amounts paid to Mr. Bernstein by AXA Equitable Holdings would not impact AB’s compensation expenses.~~EQH Management Committee.

~~Compensation for Mr. Kraus~~

Mr. Kraus was compensated for his services through April 28, 2017 based upon the terms set forth in his employment agreement, dated as of June 21, 2012, at the annual base salary rate of $400,000 as set by the Compensation Committee. He did not receive a cash bonus or equity award for his performance in 2017. On April 28, 2017, Mr. Kraus’s service as CEO of AB and as a member of the Board ceased. In connection with the cessation of his employment, Mr. Kraus entered into a cooperation letter (“~~Kraus Cooperation Letter”~~) with AB and the General Partner, pursuant to which he is entitled to salary continuation payments through January 2, 2019, which is the date his employment agreement would have expired absent his cessation of employment. In addition, pursuant to his employment agreement, he is entitled to vest in previously granted equity

awards, monthly payments equal to the cost of COBRA coverage during the COBRA period and access to participation in AB’s medical plans at his (or his spouse’s) sole expense following the COBRA period.

On April 30, 2017, in connection with Mr. Kraus’s cessation of employment, AXA America Holdings, Inc. (which has changed its name to AXA Equitable Holdings), an indirect parent of Equitable Holdings, LLC, the sole shareholder of the General Partner, entered into a unit purchase agreement with Mr. Kraus covering all of the AB Holding Units beneficially owned by Mr. Kraus (the “~~Unit Purchase Agreement”~~). Under the Unit Purchase Agreement, AXA Equitable Holdings agreed to purchase from Mr. Kraus, and Mr. Kraus agreed to sell to AXA Equitable Holdings, on September 1, 2017, the AB Holding Units owned by Mr. Kraus as of the close of business on April 28, 2017 (~~i.e.,~~ ~~1,071,180 AB Holding Units)at a purchase price of $22.90 per unit (not including restricted AB Holding Units (the~~ ~~“Restricted Units”~~) to be delivered at specified future dates to Mr. Kraus in accordance with the terms of his employment agreement or with respect to which he had deferred delivery). As to the Restricted Units, AXA Equitable Holdings and Mr. Kraus agreed to call and put options, respectively, at specified future market prices if the AB Holding Units are trading at or between $22.90 and $32.90 and Mr. Kraus granted to AXA Equitable Holdings a right of first refusal on future sales of Restricted Units by Mr. Kraus if the market price of the AB Holding Units is outside the specified trading price range.

On December 12, 2017, AXA Equitable Holdings exercised its option to require Mr. Kraus to sell to AXA Equitable Holdings all of the remaining AB Holding Units (as defined in the Unit Purchase Agreement) delivered to Mr. Kraus on June 27, 2017 and November 1, 2017, after giving effect to withholding of applicable taxes, at the closing price of an AB Holding Unit on December 12, 2017 (~~i.e.~~, 1,240,983 AB Holding Units at $24.95 per unit). As of the date this Form 10-K was filed, Mr. Kraus beneficially owned 544,410 AB Holding Units, a net amount of which is scheduled to be delivered to Mr. Kraus, after giving effect to withholding applicable taxes, on December 19, 2018.

CEO Pay Ratio

In ~~2017,~~2020, the compensation of Mr. Bernstein, our President and CEO, was approximately 4461 times the median pay of our employees, resulting in a ~~44:~~ 61:1 CEO Pay Ratio.

We identified our median employee by examining ~~2017~~2020 total compensation for all individuals, excluding Mr. Bernstein, who were employed by our firm as of December ~~29, 2017,~~31, 2020, the last day of our payroll year. We included all of our employees in this process, whether employed on a full-time or part-time basis. We did not make any assumptions or estimates with respect to total compensation, but we did adjust compensation paid to our non-U.S. employees during our ~~2017~~2020 fiscal year based on the average monthly exchange rates for the 12-month period ending September 30, ~~2017~~2020 (data compiled in fourth quarter) between the local currencies in which such employees are paid and U.S dollars. We define “total compensation” as the aggregate of base salary (plus overtime, as applicable), commissions (as applicable), cash bonus and the grant date fair value of long-term incentive compensation awards.

After identifying the median employee based on total compensation, we calculated total compensation in ~~2017~~2020 for such employee using the same methodology we use for our ~~named executive officers~~ NEOs as set forth below in the Summary Compensation Table for ~~2017~~2020.

As illustrated in the table below, our ~~2017~~2020 CEO Pay Ratio is ~~44:~~ 61:1:


	Seth Bernstein	Median Employee			Seth Bernstein	Median Employee
Base salary ($)	334,615	132,500		Base salary ($)	500,000	127,750
Cash bonus ($)	3,000,000	22,000		Cash bonus ($)	4,015,000	20,250
Stock awards ($)	3,500,003	—
All other compensation ($) (1)	148,274	3,474
Stock awards ($) (1)				Stock awards ($) (1)	4,835,054	—
All other compensation ($) (2)				All other compensation ($) (2)	52,509	5,513

Total ($)	6,982,892	157,974		Total ($)	9,402,563	153,513

2017 CEO Pay Ratio			44: 1
2020 CEO Pay Ratio				2020 CEO Pay Ratio	61:1

_____________________

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(1) Includes (i) an award granted by AB of restricted AB Holding Units with a grant date fair value of $3,835,000 and (ii) awards granted by EQH with an aggregate grant date fair value of $1,000,053, as more fully described above in “Compensation awarded by EQH to Mr. Bernstein.” For additional information, please refer to the compensatory tables below in this Item 11.

(2)For a description of Mr. Bernstein’s other compensation, please refer to the Summary Compensation Table for ~~2017~~2020 below. The ~~Median Employee’s~~median employee's other compensation ~~represents the employee’s match under our Profit Sharing Plan.~~

~~Compensation Committee~~

~~The Compensation Committee~~ consists of ~~Ms. Fallon-Walsh (Chair) and Messrs. Audet, de Oliveira, Duverne, Kaye and Zoellick. The Compensation Committee held four meetings in 2017.~~a $5,513 profit sharing plan contribution.

~~As discussed in “NYSE Governance Matters” in Item 10~~, AB Holding, as a limited partnership, is exempt from NYSE rules that require public companies to have a compensation committee consisting solely of independent directors. AXA owns, indirectly, an approximate 64.7% economic interest in AB (as of December 31, 2017), and compensation expense is a significant component of our financial results. For these reasons, Mr. Duverne, Chairman of the Board of AXA, is a member of the Compensation Committee, and any action taken by the Compensation Committee requires the affirmative vote or consent of an AXA representative.

~~The Compensation Committee has general oversight of compensation and compensation-related matters, including:~~



•	~~determining cash bonuses;~~
•	determining contributions and awards under incentive plans or other compensation arrangements (whether qualified or non-qualified) for employees of AB and its subsidiaries, and amending or terminating such plans or arrangements or any welfare benefit plan or arrangement or making recommendations to the Board with respect to adopting any new incentive compensation plan, including equity-based plans;
•	~~reviewing and approving the compensation of our CEO, evaluating his performance, and determining and approving his compensation level based on this evaluation; and~~
•	~~reviewing and discussing the CD&A, and recommending to the Board its inclusion in each of AB’s and AB Holding’s Form 10-K and, when applicable, proxy statements.~~

The Compensation Committee’s year-end process generally has focused on the cash bonuses and long-term incentive compensation awards granted to senior management. Mr. Bernstein, working with Mr. Gingrich and other members of senior management, provides recommendations for individual employee awards to the Compensation Committee for its consideration. As part of this process, management provides the committee with compensation benchmarking data from one or more compensation consultants. For 2017, we paid $29,425 to McLagan for executive compensation benchmarking data and an additional $24,701 for survey and consulting services relating to the amount and form of compensation paid to employees other than executives. We also paid $158,000 to WTW for survey and consulting services relating to the amount and form of compensation paid to employees other than executives.

The Compensation Committee held its regularly-scheduled meeting regarding year-end compensation on December 12, 2017, at which meeting it discussed and approved senior management’s compensation recommendations. The Compensation Committee did not retain its own consultants.

~~The Compensation Committee’s functions are more fully described in the committee’s charter, which is available on-line in the “Management & Governance” section of our Internet Site~~.

Other Compensation-Related Matters

AB and AB Holding are, respectively, private and public limited ~~partnerships, and~~partnerships. They are subject to taxes other than federal and state corporate income tax (see “Structure-related Risks” in Item 1A and Note 1921 to AB’s consolidated financial statements in Item 8). Accordingly, Section 162(m) of the Code, which limits tax deductions relating to executive compensation otherwise available to an entity taxed as a corporation, is not applicable to either AB or AB Holding for ~~2017.~~2020.

Compensation Committee Interlocks and Insider Participation

Mr. ~~Duverne~~Pearson is a director and the ~~Chairman~~President and CEO of EQH, the ~~Board of AXA, the ultimate~~ parent company of the General Partner.

No executive officer of AB serves as (i) a member of a compensation committee or (ii) a director of another entity, an executive officer of which serves as a member of AB’s Compensation Committee.

Compensation Committee Report

The members of the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth above and, based on such review and discussion, recommended to the Board its inclusion in this Form 10-K.



~~Barbara Fallon-Walsh~~Kristi Matus (Chair)			Paul L. Audet
Ramon de Oliveira			~~Denis Duverne~~Daniel Kaye
~~Daniel G. Kaye~~Mark Pearson			~~Robert B. Zoellick~~Bertram Scott

~~Consideration~~

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Table of ~~Risk Matters in Determining Compensation~~Contents

In 2017, we considered whether our compensation practices for employees, including our named executive officers, encourage unnecessary or excessive risk-taking and whether any risks arising from our compensation practices are reasonably likely to have a material adverse effect on our firm. For the reasons ~~set forth below, we have determined that our current compensation practices do not create risks that are reasonably likely to have a material adverse effect on our firm.~~

~~As described above in “Compensation Elements for Named Executive Officers – Long-Term Incentive Compensation Awards”~~, long-term incentive compensation awards generally are denominated in AB Holding Units that are not distributed until subsequent years, so the ultimate value that the employee derives from the award depends on the long-term performance of the firm. Denominating the award in restricted AB Holding Units and deferring their delivery is intended to sensitize employees to risk outcomes and discourage them from taking excessive risks that could lead to a decrease in the value of the AB Holding Units. Furthermore, ~~and as noted above in “Compensation Elements for Named Executive Officers – Long-Term Incentive Compensation Awards”~~, generally all outstanding long-term incentive compensation awards include a provision permitting us to “claw-back” the unvested portion of an employee’s long-term incentive compensation award if the Compensation Committee determines that (i) the employee failed to adhere to existing risk management policies and (ii) as a result of the employee’s failure, there has been or reasonably could be expected to be a material adverse impact on our firm or the employee’s business unit.

Summary Compensation Table for ~~2017~~2020

Total compensation of our ~~named executive officers~~NEOs for ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, as applicable, is as follows:

Name and
Principal Position
Year Salary($) Bonus($)
Stock Awards⁽¹⁾⁽²⁾
($)

All Other
Compensation ($)
Total($)
Seth P. Bernstein⁽³⁾
2017 334,615
3,000,000
3,500,003
148,274
6,982,892
President and CEO

James A. Gingrich^(4)(5)(6)
2017 400,000
1,000,000
20,986,759
37,801
22,424,560
Chief Operating Officer 2016 400,000
3,540,000
3,260,000
36,645
7,236,645
2015 400,000
3,940,000
3,660,000
34,830
8,034,830

Laurence E. Cranch 2017 400,000
940,000
660,000
17,208
2,017,208
General Counsel 2016 400,000
890,000
610,000
18,441
1,918,441
2015 400,000
915,000
635,000
16,450
1,966,450

John C. Weisenseel 2017 375,000
1,090,000
785,000
15,177
2,265,177
CFO 2016 375,000
977,500
672,500
14,927
2,039,927
2015 375,000
915,000
610,000
14,927
1,914,927

Kate C. Burke⁽⁷⁾
2017 300,000
740,000
410,000
14,266
1,464,266
Head of Human Capital & Chief Talent Officer —

Peter S. Kraus 2017 138,462
—
—
399,395
537,857
Former Chairman and CEO 2016 400,000
—
—
238,367
638,367
2015 400,000
—
—
240,355
640,355


Name and Principal Position	Year	Salary($)	Bonus($)	Stock Awards(1)(2) ($)	Option Awards(2)(3) ($)	All Other Compensation ($)		Total($)
Seth P. Bernstein(4)(5)	2020	500,000	4,015,000	4,585,051	250,003	52,509		9,402,563
President and CEO	2019	500,000	3,850,000	4,750,026	250,004	94,859		9,444,889
	2018	500,000	3,500,000	4,740,000	—	71,623		8,811,623

Kate C. Burke(6)	2020	300,000	1,665,000	1,285,000	—	19,517	19517	3,269,517
Chief Operating Officer	2019	300,000	1,415,000	1,035,000	—	60,716		2,810,716
	2018	300,000	785,000	4,440,009	—	14,200		5,539,209

Ali Dibadj(7)	2020	400,000	945,000	665,000	—	14,880		2,024,880
Head of Finance and Strategy


Laurence E. Cranch(6)	2020	400,000	940,000	660,000	—	17,958		2,017,958
General Counsel	2019	400,000	940,000	660,000	—	17,708		2,017,708
	2018	400,000	940,000	4,660,009	—	92,276		6,092,285

John C. Weisenseel(6)	2020	375,000	1,147,500	842,500	—	16,824		2,381,824
CFO	2019	375,000	1,147,500	842,500	—	15,677		2,380,677
	2018	375,000	1,147,500	4,842,509	—	68,433		6,433,442

~~(1)~~

The figures in the “Stock Awards” column provide the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values, ~~see Note 18 to AB’s consolidated financial statements in Item 8.~~

(1)The figures in the “Stock Awards” column provide the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining the AB Holding Unit award values, see Note 19 to AB’s consolidated financial statements in Item 8.

(2)See “Grants of Plan-based Awards in 2020” below for information regarding the 2020 option award granted by EQH to Mr. Bernstein.

(3)The figures in the "Option Awards" column provides the grant date fair values of Mr. Bernstein's awards (which were issued by EQH) calculated in accordance with FASB ASC Topic 718. The fair value of EQH stock options is calculated by EQH using the Black-Scholes option pricing model. The expected EQH dividend rate is based on market consensus. EQH share price volatility is estimated on the basis of implied volatility, which is checked by EQH against an analysis of historical volatility to ensure consistency. The effect of expected early exercise is accounted for through the use of an expected life assumption based on historical data.

(4)See "Overview of Mr. Bernstein's Employment Agreement" and "Compensation Awarded by EQH to Mr. Bernstein" above for a description of Mr. Bernstein's compensatory elements. Mr. Bernstein's compensation also is disclosed by EQH.

(5)The "Stock Awards" column for 2020 includes the grant date fair value of the restricted stock unit award (grant date fair value of $250,019) and the performance share award (grant date fair value of $500,031) Mr. Bernstein received from EQH in February 2020. The "Stock Awards" column for 2019 includes the grant date fair value of the restricted stock unit award (grant date fair value of $250,010) and the performance share award (grant date fair value of $500,016) Mr. Bernstein received from EQH in February 2019. The "Stock Awards" column for 2018 includes the grant date fair value of the transaction incentive award Mr. Bernstein received from EQH in May 2018, which had a grant date fair value of $740,000.

(6)See "Relocation-related Performance Awards" above for a description of the restricted AB Holding Units awards granted to Ms. Burke, Mr. Cranch and Mr. Weisenseel.

(7)We have not provided 2019 or 2018 compensation for Mr. Dibadj as he was not a named executive officer in those years.

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Table of Contents


~~(2)~~	~~See “Grants of Plan-based Awards in 2017” below~~ ~~for information regarding the 2017 long-term incentive compensation awards granted to our named executive officers.~~


~~(3)~~	~~Mr. Bernstein’s annual base salary under the CEO Employment Agreement is $500,000. The salary figure in the table is pro rated based on the date on which his employment commenced (May 1, 2017).~~

~~(4)~~

On February 13, 2017, the Compensation Committee approved a grant to Mr. Gingrich of 883,653 restricted AB Holding Units with a grant date fair value of approximately $21 million (based on the average closing price on the NYSE of an AB Holding Unit for the period covering the four trading days immediately preceding the grant date, the grant date and the five trading days immediately following the grant date), in lieu of cash bonus and long-term incentive compensation awards for 2017, 2018 and 2019 for which Mr. Gingrich otherwise would have been eligible under the Incentive Compensation Program; provided, Mr. Gingrich is eligible to receive at the end of each such year an additional cash bonus, but only to the extent approved by the Compensation Committee. Mr. Gingrich's restricted AB Holding Units vested one-third on December 1, 2017 and the remaining units will vest ratably on each of December 1, 2018 and 2019, provided, with respect to each installment, Mr. Gingrich continues to be employed by our firm.


~~(5)~~	The Compensation Committee approved Mr. Gingrich’s cash bonus of $1,000,000 in 2017 in recognition of AB’s improving financial results, Mr. Gingrich’s continuing efforts to manage AB’s operations in a cost-effective manner and Mr. Gingrich’s critical contribution to the transition process to AB's new leadership.


~~(6)~~	On February 6, 2018, it was agreed that Mr. Gingrich's eventual retirement from AB shall be treated as a "termination without cause" with respect to the continued vesting of long-term compensation awards granted in years prior to 2017 under AB's Incentive Compensation Award Program.


~~(7)~~	~~We have not provided 2016 or 2015 compensation for Ms. Burke as she was not a named executive officer in those years.~~

The “All Other Compensation” column includes the aggregate incremental cost to our company of certain other expenses and perquisites. For ~~2017,~~2020, this column includes the following:


Name	Personal Use of Car and Driver ($)		Contributions to Profit Sharing Plan ($)	Life Insurance Premiums ($)	Financial Planning Services ($)	Other ($)	Name	Personal Use of Car and Driver ($)		Contributions to Profit Sharing Plan ($)	Life Insurance Premiums ($)	Relocation and/or Financial Planning Assistance(2) ($)	Other ($)
Seth P. Bernstein	146,845	⁽¹⁾	—	1,429	—	—	Seth P. Bernstein	11,007	(1)	14,250	2,322	24,930	—
James A. Gingrich	—		13,500	1,806	22,495	—
Kate C. Burke							Kate C. Burke	—		14,250	450	4,817	—
Ali Dibadj							Ali Dibadj	—		14,250	630	—	—
Laurence E. Cranch	—		13,500	3,708	—	—	Laurence E. Cranch	—		14,250	3,708	—	—
John C. Weisenseel	—		13,500	1,677	—	—	John C. Weisenseel	—		14,250	2,574	—	—
Kate C. Burke	—		13,500	450	—	316

Peter S. Kraus⁽²⁾	137,857		—	—	—	261,538


~~(1)~~	~~Includes auto lease costs ($10,493) and driver compensation and other car-related expenses ($136,352).~~


~~(2)~~	Mr. Kraus's "Personal Use of Car and Driver" includes auto lease costs ($5,141), driver compensation ($120,704) and other car-related costs ($12,012), while his "Other" reflects salary continuation payments pursuant to the Kraus Cooperation Letter.

(1)The amount reflects the incremental cost to us attributable to commuting and other non-business use. We made available to Mr. Bernstein in the first half of 2020 a car and driver for security and business purposes. Car and driver services were contracted through a third party. The cost of providing a car is determined annually and includes, as applicable, driver compensation, annual car lease, insurance cost and various miscellaneous expenses such as fuel and car maintenance.

(2) The amount set forth in the table for Mr. Bernstein relates to financial/tax planning services, while the amount set forth in the table for Ms. Burke relates to our headquarters relocation to Nashville, TN.

Grants of Plan-based Awards in ~~2017~~2020

Grants of awards under the 2017 Plan, our equity compensation plan, during ~~2017~~2020 made to our ~~named executive officers~~NEO are as ~~follows:~~follows (we also discuss awards issued by EQH to Mr. Bernstein):


Name				Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock Awards(1) ($)
Seth P. Bernstein(2)(3)				Seth P. Bernstein(2)(3)	12/11/2020	119,471	3,835,000
					2/26/2020	10,786	250,019
					2/26/2020	10,452	250,012
Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock Awards⁽¹⁾ ($)
Seth P. Bernstein⁽²⁾	5/16/2017	164,706	3,500,003
James A. Gingrich⁽²⁾	2/13/2017	883,653	20,986,759
					2/26/2020	10,786	250,019
Kate C. Burke(2)				Kate C. Burke(2)	12/11/2020	40,032	1,285,000
Ali Dibadj(2)				Ali Dibadj(2)	12/11/2020	20,717	665,000
Laurence E. Cranch⁽²⁾	12/12/2017	26,453	660,000	Laurence E. Cranch(2)	12/11/2020	20,561	660,000
John C. Weisenseel⁽²⁾	12/12/2017	31,463	785,000	John C. Weisenseel(2)	12/11/2020	26,247	842,500
Kate C. Burke⁽²⁾	12/12/2017	16,433	410,000

Peter S. Kraus	N/A	—	—


~~(1)~~	~~This column provides the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values,~~ ~~see Note 18 to AB's consolidated financial statements in Item 8~~.

~~(2)~~

~~As discussed above in “Overview of 2017 Incentive Compensation Program” and “Compensation Elements for Named Executive Officers—Long-Term Incentive Compensation Awards”~~, long-term incentive compensation awards granted in 2017 to our named executive officers were denominated in restricted AB Holding Units. These awards are shown in the “All Other Stock Awards” column of this table, the “Stock Awards” column of the Summary Compensation Table and the “AB Holding Unit Awards” columns of the Outstanding Equity Awards at 2017 Fiscal Year-End Table.

(1)This column provides the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining the AB Holding Unit values, see Note 19 to AB's consolidated financial statements in Item 8.

(2)As discussed above in “Overview of 2020 Incentive Compensation Program” and “Compensation Elements for NEOs—Long-Term Incentive Compensation Awards,” long-term incentive compensation awards granted in 2020 to our NEOs were denominated in restricted AB Holding Units. These awards are shown in the “All Other Stock Awards” column of this table, the “Stock Awards” column of the Summary Compensation Table for 2020 and the “AB Holding Unit Awards” columns of the Outstanding Equity Awards at 2020 Fiscal Year-End Table.

(3) In ~~2017,~~February 2020, EQH granted to Mr. Bernstein (i) a restricted stock award with a grant date fair value of $250,019 and (ii) a performance share award with a grant date fair value of $500,031, approximately half of which can be earned subject to EQH's performance against specified non-GAAP financial targets and half of which can be earned subject to EQH's total shareholder return relative to its peer group.

In 2020, the number of restricted AB Holding Units comprising long-term incentive compensation awards granted to each ~~named executive officer (other than Mr. Gingrich, who was granted an award in February 2017, and Mr. Bernstein, who was granted an award in May 2017)~~NEO was determined based on the closing price of an AB Holding Unit as reported for NYSE composite transactions on December ~~12, 2017,~~11, 2020, the date onas of which the Compensation Committee approved the awards. At the time of these awards, the Compensation Committee consisted of Ms. Matus (Chair) and Messrs. Audet, de Oliveira, Kaye, Pearson and Scott; the Section 16 Subcommittee, which approved awards to our NEOs, consisted of Ms. Matus (Chair) and Messrs. Audet, de Oliveira, Kaye and Scott. For further information regarding the material terms of such awards, including the vesting terms and the formulas or criteria to be applied in determining the amounts payable, please refer to "Overview of ~~2017~~2020 Incentive Compensation ~~Program", "Compensation Elements for Named Executive Officers-Long-Term Incentive Compensation Awards" and~~

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Table of Contents

Program," "Other Factors Considered When Determining ~~Named Executive Officer Compensation"~~NEO Compensation," and "Compensation Elements for NEOs" above.

Outstanding Equity Awards at ~~2017~~2020 Fiscal Year-End

Outstanding equity awards held by our ~~named executive officers~~NEOs as of December 31, ~~2017~~2020 are as follows:

Option Awards AB Holding Unit Awards
Name
Number of Securities
Underlying Unexercised
Options Exercisable (#)
Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price ($) Option Expiration Date
Number of Shares
or Units of Stock That
Have Not Vested (#)

Market
Value of Shares or
Units of
Stock That Have Not Vested⁽⁷⁾ ($)
Seth P. Bernstein⁽¹⁾
—
—
—
—
164,706
4,125,885
James A. Gingrich⁽²⁾
—
—
—
—
811,734
20,333,925
Laurence E. Cranch⁽³⁾⁽⁴⁾
78,348
—
17.05
1/23/2019
66,514
1,666,180
John C. Weisenseel⁽⁵⁾
—
—
—
—
71,609
1,793,814
Kate C. Burke⁽⁶⁾
—
—
—
—
32,853
822,967

Peter S. Kraus —
—
—
—
—
—


	Option Awards				AB Holding Unit and/or EQH Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested(8) ($)
Seth P. Bernstein(1)(2)(3)	21,816	43,630	$18.74	2/14/2029	339,929	11,479,408
	—	57,209	23.18	2/26/2030	139,719	3,575,409
Kate C. Burke(4)	—	—	—	—	231,185	7,807,123
Ali Dibadj(5)	—	—	—	—	20,717	699,597
Laurence E. Cranch(6)	—	—	—	—	208,559	7,043,022
John C. Weisenseel(7)	—	—	—	—	185,139	6,252,150

~~(1)~~

~~Subject to accelerated vesting clauses in the CEO Employment Agreement (e.g.,~~ ~~immediate vesting upon a “change in control” of our firm), the CEO 2017Award~~

(1)Subject to accelerated vesting clauses in the CEO Employment Agreement (e.g., immediate vesting upon a “change in control” of our firm), the award granted to Mr. Bernstein in May 2017 vests ratably on each of the first four anniversaries of May 1, 2017, commencing May 1, 2018, provided, with respect to each installment, Mr. Bernstein continues to be employed by AB on the vesting date. However, Mr. Bernstein elected to delay delivery of all of the restricted AB Holding Units until May 1, 2021, the final vesting date, subject to acceleration upon a “change in control” of our firm and certain qualifying events of termination of employment. For further information regarding the restricted AB Holding Units awarded to Mr. Bernstein under the CEO Employment Agreement, ~~see “Overview of Our President and CEO’s Compensation” above~~.

~~(2)~~

Mr. Gingrich was awarded (i) 883,653 restricted AB Holding Units in February 2017, of which 33.3% vested on December 1, 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018 and 2019, (ii) 140,517 restricted AB Holding Units in December 2016, of which 25% vested on December 1, 2017, commencing May 1, 2018, provided, with respect to each installment, Mr. Bernstein continues to be employed by AB on the vesting date. However, Mr. Bernstein elected to delay delivery of all of the restricted AB Holding Units until May 1, 2021, the final vesting date, subject to acceleration upon a “change in control” of our firm and certain qualifying events of termination of employment. Additionally, Mr. Bernstein was awarded: (i) 119,471 restricted AB Holding Units in December 2020, which are scheduled to vest in equal increments on each of December 1, 2021, 2022, 2023 and 2024; (ii) 139,131 restricted AB Holding Units in December 2019, of which 25% vested on December 1, 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021, 2022 and 2023; and (iii) 149,868 restricted AB Holding Units in December 2018, of which 25% vested on each of December 1, 2019 and 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021 and 2022. For further information, see “Overview of Mr. Bernstein's Employment Agreement” above.

(2)EQH awarded to Mr. Bernstein: (i) in February 2020, options to buy 57,209 EQH shares, which are scheduled to vest in equal increments on each of February 26, 2021, 2022 and 2023; and, in February 2019, options to buy 65,446 EQH shares, of which one-third vested in February 2020 and the remainder of which is scheduled to vest in equal increments on each of February 14, 2021 and 2022.

(3)For further information regarding the equity awards granted to Mr. Bernstein by EQH, please see "Compensation awarded by EQH to Mr. Bernstein" above.

(4)Ms. Burke was awarded: (i) 40,032 restricted AB Holding Units in December 2020, which are scheduled to vest in equal increments on each of December 1, 2021, 2022, 2023 and 2024; (ii) 36,000 restricted AB Holding Units in December 2019, of which 25% vested on December 1, 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021, 2022 and 2023; (iii) 16,486 restricted AB Holding Units in December 2018, of which 25% vested on each of December 1, 2019 and 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021 and 2022; (iv) 151,803 restricted AB Holding Units in April 2018, which are scheduled to cliff vest on December 1, 2022; and (v) 16,433 restricted AB Holding Units in December 2017, of which 25% vested on each of December 1, 2018, 2019 and 2020 (iii) 158,992 restricted AB Holding Units in December 2015, of which 25% vested on each of December 1, 2016 and 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018 and 2019, and (iv) 150,992 restricted AB Holding Units in December 2014, of which 25% vested on each of December 1, 2015, 2016 and 2017, and the remainder of which is scheduled to vest on December 1, 2018.

~~(3)~~

Mr. Cranch was awarded (i) 26,453 restricted AB Holding Units in December 2017 that are scheduled to vest in 25% increments on each of December 1, 2018, 2019, 2020 and 2021, (ii) 26,293 restricted AB Holding Units in December 2016, of which 25% vested on December 1, 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018, 2019 and 2020, (iii) 27,585 restricted AB Holding Units in December 2015, of which 25% vested on each December 1, 2016 and 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018 and 2019, and (iv) 26,197 restricted AB Holding Units in December 2014, of which 25% vested on each of December 1, 2015, 2016 and 2017, and the remainder of which is scheduled to vest on December 1, 2018.


~~(4)~~	~~Mr. Cranch was granted 78,348 options to buy AB Holding Units in January 2009, which vested and became exercisable in 20% increments on each of January 23, 2010, 2011, 2012, 2013 and 2014.~~

~~(5)~~

Mr. Weisenseel was awarded (i) 31,463 restricted AB Holding Units in December 2017 that are scheduled to vest in 25% increments on each of December 1, 2018, 2019, 2020 and 2021, (ii) 28,987 restricted AB Holding Units in December 2016, of which 25% vested on December 1, 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018, 2019 and 2020, (iii) 26,499 restricted AB Holding Units in December 2015, of which 25% vested on December 1, 2016 and 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018 and 2019, and (iv) 20,628 restricted AB Holding Units in December 2014, of which 25% vested on each of December 1, 2015, 2016 and 2017, and the remainder of which is scheduled to vest on December 1, 2018.

~~(6)~~

Ms. Burke was awarded (i) 16,433 restricted AB Holding Units in December 2017 that are scheduled to vest in 25% increments on each of December 1, 2018, 2019, 2020 and 2021, (ii) 14,224 restricted AB Holding Units in December 2016, of which 25% vested on December 1, 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018, 2019 and 2020, (iii) 8,080 restricted AB Holding Units in December 2015, of which 25% vested on December 1, 2016 and 2017 and the remainder of which is scheduled to vest in equal increments on each of

~~December 1, 2018 and 2019, and (iv) 6,848 restricted AB Holding Units in December 2014, of which 25% vested on each of December 1, 2015, 2016 and 2017,~~ and the remainder of which is scheduled to vest on December 1, ~~2018.~~2021.


~~(7)~~	The market values of restricted AB Holding Units set forth in this column were calculated assuming a price per AB Holding Unit of $25.05, which was the closing price on the NYSE of an AB Holding Unit on December 29, 2017, the last trading day of AB's last completed fiscal year.

(5)Mr. Dibadj was awarded 20,717 restricted AB Holding Units in December 2020, which are scheduled to vest in equal increments on each of December 1, 2021, 2022, 2023 and 2024.

(6)Mr. Cranch was awarded: (i) 20,561 restricted AB Holding Units in December 2020, which are scheduled to vest in equal increments on each of December 1, 2021, 2022, 2023 and 2024; (ii) 22,957 restricted AB Holding Units in December 2019, of which 25% vested on December 1, 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021, 2022 and 2023; (iii) 24,728 restricted AB Holding Units in December 2018, of which 25% vested on each of December 1, 2019 and 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021 and 2022; (iv) 151,803 restricted AB Holding Units in April 2018, which are scheduled to cliff vest on December 1, 2022; and (v) 26,453 restricted AB Holding Units in December 2017, of which 25% vested on each of December 1, 2018, 2019 and 2020 and the remainder of which is scheduled to vest on December 1, 2021.

(7)Mr. Weisenseel was awarded: (i) 26,247 restricted AB Holding Units in December 2020, which are scheduled to vest in equal increments on each of December 1, 2021, 2022, 2023 and 2024; (ii) 29,305 restricted AB Holding Units in December 2019, of which 25% vested on

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December 1, 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021, 2022 and 2023; (iii) 31,566 restricted AB Holding Units in December 2018, of which 25% vested on each of December 1, 2019 and 2020 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2021 and 2022; (iv) 151,803 restricted AB Holding Units in April 2018, of which 113,266 AB Holding Units shall vest on September 30, 2021 and the remainder of which shall be forfeited as of that date pursuant to Mr. Weisenseel's retirement agreement (filed as an exhibit to Form 8-K filed with the SEC on August 26, 2020), and (v) 31,463 restricted AB Holding Units in December 2017, 25% of which vested on each of December 1, 2018, 2019 and 2020 and the remainder of which is scheduled to vest on December 1, 2021.

(8)The market values of restricted AB Holding Units set forth in this column were calculated assuming a price per AB Holding Unit of $33.77, which was the closing price on the NYSE of an AB Holding Unit on December 31, 2020, the last trading day of AB's last completed fiscal year.

Option Exercises and AB Holding Units Vested in ~~2017~~2020

AB Holding Units held by our ~~named executive officers~~NEOs that vested during ~~2017~~2020 are as follows:


	AB Holding Option Awards		AB Holding Unit Awards
Name	Number of AB Holding Units Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of AB Holding Units Acquired on Vesting (#)	Value Realized on Vesting ($)
Seth P. Bernstein	—	—	72,250	2,355,350
Kate C. Burke	—	—	20,786	677,624
Ali Dibadj	—	—	71,574	2,333,312
Laurence E. Cranch	—	—	25,108	818,521
John C. Weisenseel	—	—	30,330	988,758

AB Holding Option Awards AB Holding Unit Awards
Name Number of AB Holding Units Acquired on Exercise (#) Value Realized on Exercise ($)
Number of AB
Holding
Units Acquired on
Vesting (#)

Value Realized on
Vesting ($)
Seth P. Bernstein —
—
—
—
James A. Gingrich 263,533
1,782,740
449,400
11,167,590
Laurence E. Cranch —
—
27,344
679,498
John C. Weisenseel —
—
24,104
598,984
Kate C. Burke —
—
8,613
214,033

Peter S. Kraus —
—
1,088,821
25,315,088


~~(1)~~	~~Mr. Kraus's delivery of the 1,088,821 restricted AB Holding Units in June 2017 was pursuant to the terms of his employment agreement.~~

~~Pension Benefits for 2017~~

~~None of our named executive officers are entitled to benefits under the Amended and Restated Retirement Plan for Employees of AB (as amended and restated as of January 1, 2016, “Retirement Plan”), our company pension plan. For additional information regarding the Retirement Plan, including interest rates and actuarial assumptions,~~ ~~see Note 17 to AB’s consolidated financial statements in Item 8.~~

~~Non-Qualified Deferred Compensation for 2017~~

Vested and unvested non-qualified deferred compensation contributions, earnings and distributions of our named executive officers during 2017 and their non-qualified deferred compensation plan balances as of December 31, 2017 are as follows:

Name
Executive
Contributions in Last FY ($)

Aggregate
Earnings in Last FY ($)

Aggregate
Withdrawals/
Distributions ($)

Aggregate
Balance at
Last FYE ($)
Seth P. Bernstein —
—
—
—
James A. Gingrich⁽¹⁾
—
89,642
(210,655 ) 1,122,138
Laurence E. Cranch —
—
—
—
John C. Weisenseel —
—
—
—
Kate C. Burke —
—
—
—

Peter S. Kraus —
—
—
—


~~(1)~~	Amounts shown reflect Mr. Gingrich's interests from pre-2009 awards under the predecessor plan to the Incentive Compensation Program, under which plan participants were permitted to allocate their awards (i) among notional investments in AB Holding Units, certain of the investment services we provided to clients and a money market fund, or

~~(ii) under limited circumstances, in options to buy AB Holding Units. For additional information about the Incentive Compensation Program,~~ ~~see Notes 2 and 18 to AB’s consolidated financial statements in Item 8~~.

Potential Payments upon Termination or Change in Control

Estimated payments and benefits to which our ~~named executive officers~~NEOs would have been entitled upon a change in control of AB or the specified qualifying events of termination of employment as of December 31, ~~2017~~2020 are as follows:

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Name⁽¹⁾

Cash
Payments⁽²⁾ ($)

Acceleration of Restricted
AB Holding Unit
Awards⁽³⁾ ($)
Other Benefits ($)
Seth P. Bernstein⁽⁴⁾

Change in control —
4,125,885
—
Termination by Mr. Bernstein for good reason or by AB without cause prior to May 1, 2018 and within 12 months of a change in control 10,500,000
4,125,885
13,610
Termination by Mr. Bernstein for good reason or by AB without cause 3,500,000
4,125,885
13,610
Termination by reason of non-extension of initial 3-year employment term —
4,125,885
—
Death or disability⁽⁵⁾⁽⁶⁾
—
4,125,885
13,610
James A. Gingrich

Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)⁽²⁾
—
20,333,925
—
Death or disability⁽⁷⁾
—
20,333,925
—
Laurence E. Cranch

Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)⁽²⁾
—
1,666,180
—
Death or disability⁽⁷⁾
—
1,666,180
—
John C. Weisenseel

Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)⁽²⁾
—
1,793,814
—
Death or disability⁽⁷⁾
—
1,793,814
—
Kate C. Burke

Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)⁽²⁾
—
822,967
—
Death or disability⁽⁷⁾
—
822,967
—


Name and Reason for Employment Termination	Cash Payments(1) ($)	Acceleration of Restricted AB Holding Unit Awards(2)($)	Other Benefits (3)($)
Seth P. Bernstein
Change in control	—	11,479,408	—
Termination by Mr. Bernstein for good reason(4)	3,500,000	11,479,408	22,631
Termination of Mr. Bernstein's employment by AB other than for Cause or due to Death or Disability (including 2017 Award)(4)(5)(6)	5,250,000	11,479,408	22,631
Change in control + termination by Mr. Bernstein for good reason or termination of Mr. Bernstein's employment without cause(4)	7,000,000	11,479,408	22,631
Resignation (complies with applicable agreements and restrictive covenants) under ICAP(2)	—	10,088,877	—
Death or disability(7)	—	11,479,048	22,631
Kate C. Burke
Change in control	—	7,807,123	—
Change in control + employment terminated by AB other than for cause, termination by Ms. Burke for good reason, or termination due to death or disability	3,930,000	7,807,123	—
Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP; excludes 2018 RSU award)(2)	—	2,680,735	—
Termination by AB without cause; death or disability (2018 RSU award)(8)	—	2,992,932	—
Ali Dibadj
Change in control	—	699,597	—
Change in control + employment terminated by AB other than for cause, termination by Mr. Dibadj for good reason, or termination due to death or disability	2,690,000	699,597	—
Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP(2)	—	699,597	—
Laurence E. Cranch
Change in control	—	7,043,022	—
Change in control + employment terminated by AB other than for cause, termination by Mr. Cranch for good reason, or termination due to death or disability	2,680,000	7,043,022	—
Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP; excludes 2018 RSU award(2)	—	1,916,635	—
Termination by AB without cause; death or disability (2018 RSU award)(8)	—	2,992,932	—
John C. Weisenseel(9)
Change in control	—	7,553,544	—
Change in control + employment terminated by AB other than for cause, termination by Mr. Weisenseel for good reason, or termination due to death or disability	3,045,000	7,553,544	—
Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP; excludes 2018 RSU award(2)	—	2,427,157	—
Termination by AB without cause; death or disability (2018 RSU award)(8)	—	2,992,932	—

(1)It is possible that each NEO could receive a cash severance payment on the termination of his or her employment. The amounts of any such cash severance payments would be determined at the time of such termination (other than for Mr. Bernstein), so we are unable to

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estimate such amounts. The amounts shown for Mr. Bernstein are described in the CEO Employment Agreement. The amount shown for Mr. Weisenseel is taken from his retirement agreement, into which he entered in August 2020 and with respect to which his retirement date has been set as September 30, 2021.

(2)See Notes 2 and 19 in AB’s consolidated financial statements in Item 8 and “Compensation Elements for NEOs – Long-Term Incentive Compensation Awards” above for a discussion of the terms set forth in long-term incentive compensation award agreements relating to termination of employment.

(3)Reflects the value of group medical coverage to which Mr. Bernstein would be entitled.

(4)See "Overview of Mr. Bernstein's Employment Agreement" above for a discussion of the terms set forth in the CEO Employment Agreement relating to termination of employment.

(5)The CEO Employment Agreement defines “Disability” as a good faith determination by AB that Mr. Bernstein is physically or mentally incapacitated and has been unable for a period of 180 days in the aggregate during any 12-month period to perform substantially all of the duties for which he is responsible immediately before the commencement of the incapacity.

(6)Under the CEO Employment Agreement, upon termination of Mr. Bernstein’s employment due to death or disability, and after the COBRA period, AB will provide Mr. Bernstein and his spouse with access to participation in AB’s medical plans at Mr. Bernstein’s (or his spouse’s) sole expense based on a reasonably determined fair market value premium rate.

(7)“Disability” is defined in the ICAP award agreements of each NEO as the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, as determined by the carrier of the long-term disability insurance program maintained by AB or its affiliate that covers the NEO.

(8)For additional information relating to the restricted AB Holding Unit award issued to each of Ms. Burke, Mr. Cranch and Mr. Weisenseel in April 2018, please refer to "Relocation-related Performance Awards" above.

(9)For information relating to Mr. Weisenseel's compensatory benefits under his retirement agreement, which contemplates his retiring as of September 30, 2021, please refer to "CFO Retirement Agreement" above.

Additionally, estimated payments and benefits to which Mr. Bernstein would have been entitled upon a change in control of EQH or the specified qualifying events of termination of employment as of December 31, 2020 are as follows (these amounts would be payable by EQH):


~~(1)~~Reason for Employment Termination			~~We have not included Mr. Kraus in this table because he was not employed by AB on December 31, 2017~~Acceleration of EQH Option and the amounts paid or payable in 2017 to Mr. Kraus in connection with his cessation of employment with AB are included in the 2017 Summary Compensation Table, the Option Exercises and AB Holding Units Vested in 2017 Table and the related discussion above, including the CD&A.Share Awards ($)

Death (1)			2,891,836
~~(2)~~ Disability (1)			It is possible that each named executive officer could receive a cash severance payment on the termination of his or her employment. The amounts of any such cash severance payments would be determined at the time of such termination (other than for Mr. Bernstein), so we are unable to estimate such amounts. The amounts shown for Mr. Bernstein are described in the CEO Employment Agreement.

2,891,836
~~(3)~~ Involuntary termination (no change in control) (2)			~~See Notes 2 and 18 in AB’s consolidated financial statements in Item 8 and “Compensation Elements for Named Executive Officers – Long-Term Incentive Compensation Awards” above~~ ~~for a discussion of the terms set forth in long-term incentive compensation award agreements relating to termination of employment~~.

262,895
~~(4)~~			~~See "Overview of Our President and CEO's Compensation" above~~ ~~for a discussion of the terms set forth~~Change in ~~the CEO Employment Agreement relating to~~control (without termination of ~~employment.~~employment) (3)

2,282,165
~~(5)~~			~~The CEO Employment Agreement defines “Disability” as a good faith determination~~ Involuntary termination of employment or termination by ~~AB that~~ Mr. Bernstein ~~is physically or mentally incapacitated and has been unable~~ for ~~a period of 180 days~~good reason (no change in ~~the aggregate during any 12-month period to perform substantially all of the duties for which he is responsible immediately before the commencement of the incapacity.~~control) (3)

2,282,165
~~(6)~~	Under the CEO Employment Agreement, upon termination of Mr. Bernstein’s employment due to death or disability, and after the COBRA period, AB will provide Mr. Bernstein and his spouse with access to participation in AB’s medical plans at Mr. Bernstein’s (or his spouse’s) sole expense based on a reasonably determined fair market value premium rate.

~~(7)~~

“Disability” is defined in the Incentive Compensation Program award agreements of each of Ms. Burke and Messrs. Gingrich, Cranch and Weisenseel, and in the Special Option Program award agreement of Mr. Cranch, as the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, as determined by the carrier of the long-term disability insurance program maintained by AB or its affiliate that covers the named executive officer.

(1)Reflects the combined value, as of December 31, 2020, associated with Mr. Bernstein's: (i) transaction incentive award in 2018; (ii) restricted stock unit award, performance share award and option award in 2019; and (ii) restricted stock unit award, performance share award and option award in 2020. For additional information regarding these awards, please see the Summary Compensation Table in 2020, the Grant of Plan-based Awards table in 2020 and the Outstanding Equity at 2020 Fiscal Year End table above in this Item 11.

(2)Reflects the value, as of December 31, 2020, associated with Mr. Bernstein's transaction incentive award in 2018.

(3)Reflects, as of December 31, 2020, (i) the full value associated with Mr. Bernstein's option awards in 2019 and 2020, and (ii) pro-rated portions of Mr. Bernstein's transaction incentive award in 2018 and, in 2019 and 2020, his restricted stock unit awards and performance share awards based on the terms and conditions of these awards.

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Director Compensation in ~~2017~~2020

During ~~2017,~~2020, we compensated our directors, who ~~are not employed by our company or by any of our affiliates (“Eligible Directors”), as follows (Mr. Zoellick is our Non-Executive Chairman; the other directors listed in the table below each satisfies~~satisfied applicable NYSE and SEC standards relating to independence (“Independent Directors”)):, as follows:

Name Fees Earned or Paid in Cash($)
Stock
Awards⁽¹⁾⁽²⁾
($)
Total($)
Robert B. Zoellick 318,750
425,000
743,750
Paul L. Audet 23,375
75,000
98,375
Ramon de Oliveira 70,125
150,000
220,125
Barbara Fallon-Walsh 93,375
150,000
243,375
Daniel G. Kaye 88,875
150,000
238,875
Shelley B. Leibowitz 23,375
75,000
98,375
Das Narayandas 18,750
75,000
93,750


Name	Fees Earned or Paid in Cash($)	Stock Awards(1)(2) ($)	Total($)
Ramon de Oliveira	152,000	170,000	322,000
Paul Audet	108,500	170,000	278,500
Nella Domenici	102,500	240,860	343,360
Daniel Kaye	96,000	170,000	266,000
Kristi Matus	127,000	170,000	297,000
Das Narayandas	96,000	170,000	266,000
Bertram Scott	24,481	111,860	136,341
Charles Stonehill	127,500	170,000	297,500


~~(1)~~	The aggregate number of restricted AB Holding Units underlying awards outstanding but not yet distributed at December 31, 2017 was: for Mr. Zoellick, 20,000 AB Holding Units; for each of Ms. Fallon-Walsh and Messrs. de Oliveira and Kaye, 5,294 AB Holding Units; and for each of Ms. Leibowitz and Messrs. Audet and Narayandas, 3,025 AB Holding Units.


~~(2)~~	~~Reflects the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values,~~ ~~see Note 18 to AB’s consolidated financial statements in Item 8.~~

(1)The aggregate number of restricted AB Holding Units underlying awards outstanding but not yet distributed at December 31, 2020 was: for: Ms. Domenici, 9,520 AB Holding Units; Ms. Matus, 10,739 AB Holding Units; for each of Messrs. de Oliveira and Kaye, 14,694 AB Holding Units; for each of Messrs. Audet and Narayandas, 15,451 AB Holding Units; and for Mr. Stonehill, 11,534 AB Holding Units.

(2)Reflects the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values, see Note 19 to AB’s consolidated financial statements in Item 8.

Independent Director Compensation

The Board has approved the compensation elements described immediately below for Independent Directors and has agreed to re-consider such compensation elements ~~no less frequently than every five years (with the next such reconsideration scheduled for 2020):~~periodically:

•an annual retainer of ~~$75,000~~$85,000 (paid quarterly after any quarter during which an Independent Director serves on the Board; annual retainers relating to Committee service, as described below, are paid quarterly in arrears as well);

•a fee of $5,000 for participating in any meeting of the Board, whether in person or by telephone, in excess of the ~~six~~four regularly-scheduled Board meetings each year;

•a fee of $2,000 for participating in any meeting of any duly constituted committee of the Board, whether in person or by telephone, in excess of the number of regularly-scheduled committee meetings each year (i.e., in excess of ~~seven~~eight meetings of the Audit Committee and ~~three~~four meetings of each of the Executive Committee, the Compensation Committee and the Governance Committee);

•an annual retainer of $50,000 for acting as Independent Chair of the Board;

•an annual retainer of $25,000 for acting as Chair of the Audit Committee;

•an annual retainer of $12,500 for acting as Chair of the Compensation Committee;

•an annual retainer of $12,500 for acting as Chair of the Governance Committee;

•an annual retainer of $12,500 for serving as a member of the Audit Committee;

•an annual retainer of $6,000 for serving as a member of the Executive Committee;

•an annual retainer of $6,000 for serving as a member of the Compensation Committee;

•an annual retainer of $6,000 for serving as a member of the Governance Committee; and


•	~~an annual equity-based grant~~ •an annual equity-based grantunder an equity compensation plan consisting of ~~restricted AB Holding Units with a grant date fair value of $150,000.~~

~~The Board also has approved, effective in 2018, the following compensation increases:~~

~~an annual retainer of $85,000 (paid quarterly after any quarter during which the director serves on the Board); and~~


•	~~an annual equity-based grantunder an equity compensation plan consisting of restricted AB Holding Units with a grant date value of $170,000;~~

~~Prior to a regularly-scheduled meeting of the Board held in May 2017 (“May 2017 Board Meeting”), equity awards consisted of (at each Independent Director’s election):~~

restricted AB Holding Units with a grant date fair value of ~~$150,000;~~$170,000.

~~options to buy AB Holding Units with a grant date fair value of $150,000; or~~

~~restricted AB Holding Units with a grant date fair value of $75,000 and options to buy AB Holding Units with a grant date fair value of $75,000.~~

At the ~~May 2017 Board Meeting,~~regular meeting of the Board ~~modified the equity component of Independent Director compensation by requiring that all equity awards be denominated~~held in ~~restricted AB Holding Units. The Board approved this modification to ensure that the structure of Independent Director equity compensation is more consistent with AB employee equity awards generally.~~

~~Also at the~~ May ~~2017 Board Meeting,~~2020, the Board granted to each Independent Director then serving ~~at that time (Ms. Fallon-Walsh~~(which included Mses. Domenici and Matus and Messrs. Audet, de Oliveira, Kaye, Narayandas and ~~Kaye) 7,059~~Stonehill) 7,176 restricted AB Holding Units. The number of AB Holding Units granted was determined by dividing the ~~$150,000~~$170,000 grant date fair value noted above by the closing price of an AB Holding Unit on the date of the May ~~2017~~2020 Board Meeting, or ~~$21.25 per unit (“May 2017 Price”~~). These awards vest over three years, with 25% of the AB Holding Units having vested on the grant date and the remaining portion of the award vesting ratably on each of the first three anniversaries of the grant date.

~~At the regular meeting of the Board held in November 2017 (“November 2017 Board Meeting”~~), the Board granted to each of the three Independent Directors who joined the Board at that time (Ms. Leibowitz and Messrs. Audet and Narayandas) 3,025 restricted AB Holding Units. The number of AB Holding Units granted was determined by dividing a pro-rated portion of the $150,000 grant date fair value ~~noted above~~ ~~by the closing price of an AB Holding Unit on the date of the November 2017 Board Meeting, or $24.80~~$23.69 per unit. These awards vest ratably on each of the first four anniversaries of the grant ~~date.~~

~~The Board, to ensure that vesting of Independent Director equity compensation~~date, which generally is consistent with AB employee equity ~~awards generally, has~~awards.

Additionally, the Board granted to Mr. Scott, who joined the Board as of September 23, 2020, 4,750 restricted AB Holding Units. The number of AB Holding Units granted was determined ~~that awards to Independent Directors in future years will vest~~by dividing the grant date fair value (a pro-rated version of the

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$170,000 typically awarded based on the date as of which Mr. Scott joined the Board) by the closing price of an AB Holding Unit on September 23, 2020, or $27.01 per unit. This award vests ratably on each of the first four anniversaries of the grant date.

Also, at the regular meeting of the Board held in November 2019, the Board granted to Ms. Domenici, who joined the Board as of January 1, 2020, 2,344 restricted AB Holding Units. The number of AB Holding Units granted was determined by dividing the grant date fair value (a pro-rated version of the $170,000 typically awarded based on the date as of which Ms. Domenici joined the Board) by the closing price of an AB Holding Unit on January 2, 2020, or $30.23 per unit. This award also vests ratably on each of the first four anniversaries of the grant date.

Further, in order to avoid any perception that our directors’ exercise of their fiduciary duties might be impaired, restricted AB Holding Unit grants to Independent Directors are not forfeitable, except if the director is terminated for ~~“Cause”,~~“Cause,” as that term is defined in ~~the 2010 Plan,~~ the 2017 Plan or the applicable award agreement. Accordingly, restricted AB Holding Units generally are delivered as soon as administratively feasible following an ~~Eligible~~Independent Director’s resignation from the Board.

Equity grants to Independent Directors generally are made at the May meeting of the Board. The date of the May meeting is set by the Board the previous year.

The General Partner may reimburse any director for reasonable expenses incurred in connection with attendance at Board meetings as well as additional Board responsibilities. AB Holding and AB, in turn, reimburse the General Partner for expenses incurred by the General Partner on their behalf, including amounts in respect of directors’ fees and expenses. These reimbursements are subject to any relevant provisions of the AB Holding Partnership Agreement and the AB Partnership Agreement.

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~~Non-Executive Chairman Compensation~~

~~Mr. Zoellick’s compensation, which was approved by the sole stockholder of the General Partner and by the Board in April 2017, consists of:~~

~~an annual retainer of $425,000 (paid quarterly after any quarter during which Mr. Zoellick serves as Non-Executive Chairman); and~~

~~an annual equity-based grant under an equity compensation plan consisting of restricted AB Holding Units with a grant date fair value of $425,000.~~

~~Restricted AB Holding Unit awards granted to Mr. Zoellick vest ratably on each of the first four anniversaries of the grant date.~~

~~The Board granted to Mr. Zoellick 20,000 restricted AB Holding Units at the May 2017 Board Meeting. The number of AB Holding Units granted was determined by dividing the $425,000 grant date fair value~~ ~~noted above~~ ~~by the May 2017 Price.~~

Item ~~12.~~ 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance under Equity Compensation Plans

AB Holding Units to be issued pursuant to our equity compensation plans as of December 31, ~~2017~~2020 are as follows:

Equity Compensation Plan Information


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance⁽¹⁾	Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance(1)
Equity compensation plans approved by security holders	3,082,470	$	52.37	53,853,744	Equity compensation plans approved by security holders	148,985	$	23.61	35,555,594
Equity compensation plans not approved by security holders	—	—		—	Equity compensation plans not approved by security holders	—	—		—
Total	3,082,470	$	52.37	53,853,744	Total	148,985	$	23.61	35,555,594


~~(1)~~	~~All AB Holding Units remaining available for future issuance will be issued pursuant to the 2017 Plan, which was approved during a Special Meeting of AB Holding Unitholders held on September 29, 2017.~~

(1)All AB Holding Units remaining available for future issuance will be issued pursuant to the 2017 Plan, which was approved during a Special Meeting of AB Holding Unitholders held on September 29, 2017.

There are no AB Units to be issued pursuant to an equity compensation plan.

For information about our equity compensation plans, see Note 1819 to AB’s consolidated financial statements in Item 8.

Principal Security Holders

As of December 31, ~~2017, we had no information that any person beneficially owned more than 5% of the outstanding AB Holding Units.~~

~~As of December 31, 2017,~~2020, we had no information that any person beneficially owned more than 5% of the outstanding AB Units, except as reported by ~~AXA~~EQH and certain of its subsidiaries on Schedule 13D/A with the SEC on ~~December 13, 2017~~March 25, 2019 pursuant to the Exchange Act. We have prepared the following table, and the ~~notes~~note that ~~follow,~~follows, in reliance on such filing:

Name and Address of Beneficial Owner

Amount and Nature of

Beneficial Ownership

Reported on Schedule

Percent of Class

Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership
Reported on Schedule

Percent of Class

AXA^{(1)(2)(3)(4)(5)}

25 avenue Matignon 75008

Paris, France

170,121,745

⁽⁴⁾⁽⁵⁾

63.3

⁽⁴⁾⁽⁵⁾

Equitable Holdings(1)

1290 Avenue of the Americas

New York, NY 10104

Equitable Holdings(1)

1290 Avenue of the Americas

New York, NY 10104

170,121,745

(1)

63.3

(1)

~~(1)~~

Based on information provided by AXA Financial, on December 31, 2017, AXA and certain of its subsidiaries beneficially owned all of AXA Financial’s outstanding common stock. For insurance regulatory purposes, the shares of common stock of AXA Financial beneficially owned by AXA and its subsidiaries have been deposited into a voting trust (“~~Voting Trust”), the term of which ends on April 29, 2021. The trustees of the Voting Trust (“Voting Trustees~~”) are Denis Duverne and Mark Pearson. Mr. Duverne serves on the Board of Directors of AXA, while Mr. Pearson serves on the Management Committee of AXA. The Voting Trustees have agreed to exercise their voting rights to protect the legitimate economic interests of AXA, but with a view to ensuring that certain minority shareholders of AXA do not exercise control over AXA Financial or certain of its insurance subsidiaries.

~~(2)~~

Based on information provided by AXA, as of December 31, 2017, 14.13% of the issued ordinary shares (representing 23.97% of the voting power) of AXA were owned directly and indirectly by two French mutual insurance companies (AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle) engaged in the Property & Casualty insurance business and the Life & Savings insurance business in France (“~~Mutuelles AXA”).~~

~~(3)~~

The Voting Trustees and the Mutuelles AXA, as a group, may be deemed to be beneficial owners of all AB Units beneficially owned by AXA and its subsidiaries. By virtue of the provisions of the Voting Trust Agreement, AXA may be deemed to have shared voting power with respect to the AB Units. AXA and its subsidiaries have the power to dispose or direct the disposition of all shares of the capital stock of AXA Financial deposited in the Voting Trust. The Mutuelles AXA, as a group, may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of all the AB Units beneficially owned by AXA and its subsidiaries. The address of each of AXA and Mr. Duverne is 25 avenue Matignon, 75008 Paris, France. The address of Mr. Pearson is 1290 Avenue of the Americas, New York, NY 10104. The address of the Mutuelles AXA is 313 Terrasses de l’Arche, 92727 Nanterre Cedex, France.

~~(4)~~

By reason of their relationships, AXA, the Voting Trustees, the Mutuelles AXA, AXA Equitable Holdings, AXA Equitable Financial Services, LLC (a subsidiary of AXA Equitable Holdings), AXA-IM Holding U.S. (a 97.44%-owned subsidiary of AXA), AXA Financial, AXA Equitable, Coliseum Reinsurance Company (a subsidiary of AXA Financial), ACMC, LLC (a subsidiary of AXA Equitable) and MLOA may be deemed to share the power to vote or to direct the vote and to dispose or direct the disposition of all or a portion of the 170,121,745 issued and outstanding AB Units.

~~(5)~~

AXA and its subsidiaries have reported on Schedule 13D/A dated as of December 13, 2017 that, by reason of AXA’s ownership of 100% of the outstanding shares of common stock of AXA America and its ownership of 97.44% of the outstanding shares of common stock of AXA-IM Holding U.S., AXA may be deemed to beneficially own all of the issued and outstanding AB Units owned directly and indirectly by AXA Equitable Holdings and AXA-IM Holding U.S.

(1)By reason of their relationships, EQH and its subsidiaries that hold AB Units may be deemed to share the power to vote or to direct the vote and to dispose or direct the disposition of all or a portion of the 170,121,745 issued and outstanding AB Units. The 63.3% includes the 1% general partnership interest held by EQH.

As of December 31, ~~2017,~~2020, AB Holding was the record owner of ~~96,461,989,~~98,322,942, or ~~35.9%~~36.3%, of the issued and outstanding AB ~~Units.~~Units (or 36.0% including the 1% general partnership interest held by EQH).

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Management

As of December 31, ~~2017,~~2020, the beneficial ownership of AB Holding Units by each director and NEO of the General Partner and by all directors and executive officers as a group is as follows:

Name of Beneficial Owner

Number of AB
Holding Units and
Nature of
Beneficial
Ownership

Percent of Class

Ramon de Oliveira(1)

26,365

Seth P. Bernstein(1)(2)

569,663

Paul L. Audet

22,331

Nella L. Domenici

9,520

Jeffrey J. Hurd(1)

—

Daniel G. Kaye(1)

26,365

Nick Lane(1)

—

Kristi A. Matus(1)

11,926

Das Narayandas

22,331

Mark Pearson(1)

—

Bertram L. Scott(1)

4,142

Charles G.T. Stonehill(1)

12,986

Kate C. Burke(1)(3)

244,994

Ali Dibadj(1)(4)

128,345

Laurence E. Cranch(1)(5)

235,857

John C. Weisenseel(1)(6)

279,568

All directors and executive officers as a group (16 persons)(7)

1,594,393

1.6

* Number of AB Holding Units listed represents less than 1% of the Units outstanding.

(1)Excludes AB Holding Units beneficially owned by EQH and its subsidiaries. Ms. Matus and Messrs. Bernstein, de Oliveira, Hurd, Kaye, Lane, Pearson, Scott and Stonehill each is a director and/or officer of EQH, Equitable Financial and/or Equitable America. Ms. Burke and Messrs. Bernstein, Dibadj, Cranch and Weisenseel each is a director and/or officer of the General Partner.

(2)Includes 538,392 restricted AB Holding Units that have not yet vested or with respect to which Mr. Bernstein has deferred delivery. See “Overview of Mr. Bernstein's Employment Agreement – Compensation Elements – Restricted AB Holding Units,” “Grants of Plan-based Awards in 2020” and “Outstanding Equity Awards at 2020 Fiscal Year-End” in Item 11 for additional information.

(3)Includes 231,185 restricted AB Holding Units that have not yet vested. For information regarding Ms. Burke's long-term incentive compensation awards, see “Relocation-related Performance Awards,” “Grants of Plan-based Awards in 2020” and “Outstanding Equity Awards at 2020 Fiscal Year-End” in Item 11.

(4)Includes 20,717 restricted AB Holding Units awarded to Mr. Dibadj that have not yet vested. For information regarding Mr. Dibadj's long-term incentive compensation awards, see "Grants of Plan-based Awards in 2020” and “Outstanding Equity Awards at 2020 Fiscal Year-End” in Item 11.

(5)Includes 226,703 restricted AB Holding Units that have not yet vested or with respect to which he has deferred delivery. For information regarding Mr. Cranch's long-term incentive compensation awards, see “Relocation-related Performance Awards,” “Grants of Plan-based Awards in 2020” and “Outstanding Equity Awards at 2020 Fiscal Year-End” in Item 11.

(6)Includes 260,833 restricted AB Holding Units that have not yet vested or with respect to which he has deferred delivery. For information regarding Mr. Weisenseel’s long-term incentive compensation awards, see “Relocation-related Performance Awards,” “Grants of Plan-based Awards in 2020” and “Outstanding Equity Awards at 2020 Fiscal Year-End” in Item 11.

(7)Includes 1,277,830 restricted AB Holding Units awarded to the executive officers as a group as long-term incentive compensation that have not yet vested and/or with respect to which the executive officer has deferred delivery.

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As of December 31, 2020, our directors and executive officers did not beneficially own any AB Units.

As of December 31, 2020, the beneficial ownership of the common stock of EQH by each director and named executive officer of the General Partner and by all directors and executive officers as a group is as follows:

Name of Beneficial Owner
Number of AB
Holding Units and
Nature of
Beneficial
Ownership
Percent of Class
Seth P. Bernstein⁽¹⁾⁽²⁾
164,706
*
Robert B. Zoellick⁽¹⁾
31,300
*
Paul L. Audet 3,025
*
Ramon de Oliveira⁽¹⁾
7,059
*
Denis Duverne⁽¹⁾
2,000
*
Barbara Fallon-Walsh⁽¹⁾
7,059
*
Daniel G. Kaye⁽¹⁾
7,059
*
Shelley B. Leibowitz 9,825
*
Anders Malmstrom⁽¹⁾
—
*
Das Narayandas 3,025
*
Mark Pearson⁽¹⁾
—
*
James A. Gingrich⁽¹⁾⁽³⁾
1,286,869
1.3
Laurence E. Cranch⁽¹⁾⁽⁴⁾
288,228
*
John C. Weisenseel⁽¹⁾⁽⁵⁾
121,424
*
Kate C. Burke⁽¹⁾⁽⁶⁾
44,710

All directors and executive officers as a group (15 persons)⁽⁷⁾⁽⁸⁾
1,976,289
2.0 %
EQH Common Stock


*	~~Number of AB Holding Units listed represents less than 1% of the Units outstanding.~~


~~(1)~~	Excludes AB Holding Units beneficially owned by AXA and its subsidiaries. Ms. Fallon-Walsh and Messrs. Bernstein, de Oliveira, Duverne, Kaye, Malmstrom and Pearson are directors and/or officers of AXA, AXA Equitable Holdings, AXA Financial and/or AXA Equitable. Ms. Burke and Messrs. Bernstein, Zoellick, Gingrich, Cranch and Weisenseel are directors and/or officers of the General Partner.


~~(2)~~	~~Reflects 164,706 restricted AB Holding Units awarded to Mr. Bernstein pursuant to the CEO Employment Agreement that have not yet vested.~~ ~~See “Overview of Our President and CEO’s Compensation – Compensation Elements – Restricted AB Holding Units” in Item 11~~ ~~for additional information regarding the CEO 2017 Award.~~


~~(3)~~	Includes 1,239,148 restricted AB Holding Units awarded to Mr. Gingrich as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery. For information regarding Mr. Gingrich’s long-term incentive compensation awards, ~~see “Grants of Plan-based Awards in 2017” and “Outstanding Equity Awards at 2017 Fiscal Year-End” in Item 11~~.

~~(4)~~

Includes 78,348 AB Holding Units Mr. Cranch can acquire within 60 days under an AB option plan and 115,465 restricted AB Holding Units awarded to Mr. Cranch as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery. For information regarding Mr. Cranch's long-term incentive compensation awards, ~~see “Grants of Plan-based Awards in 2017” and “Outstanding Equity Awards at 2017 Fiscal Year-End” in Item 11~~.


~~(5)~~	Includes 92,106 restricted AB Holding Units awarded to Mr. Weisenseel as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery. For information regarding Mr. Weisenseel’s long-term incentive compensation awards, ~~see “Grants of Plan-based Awards in 2017” and “Outstanding Equity Awards at 2017 Fiscal Year-End” in Item 11~~.


~~(6)~~	Includes 32,853 restricted AB Holding Units awarded to Ms. Burke as long-term incentive compensation that have not yet vested or with respect to which she has deferred delivery. For information regarding Ms. Burke’s long-term incentive compensation awards, ~~see “Grants of Plan-based Awards in 2017” and “Outstanding Equity Awards at 2017 Fiscal Year-End” in Item 11~~.


~~(7)~~	~~Includes 78,348 AB Holding Units the directors and executive officers as a group can acquire within 60 days under AB option plans.~~


~~(8)~~	Includes 1,644,278 restricted AB Holding Units awarded to the executive officers as a group as long-term incentive compensation that have not yet vested and/or with respect to which the executive officer has deferred delivery.

~~As of December 31, 2017, our directors and executive officers did not beneficially own any AB Units.~~

As of December 31, 2017, the beneficial ownership of the common stock of AXA by each director and named executive officer of the General Partner and by all directors and executive officers as a group is as follows:

~~AXA Common Stock~~⁽¹⁾

Name of Beneficial Owner

Number of Shares and

Nature of Beneficial

Ownership

Percent of Class

Ramon de Oliveira

48,823

Seth P. Bernstein(1)

—86,547

~~Robert B. Zoellick~~

—

Paul L. Audet

—

Nella L. Domenici

—

~~Ramon de Oliveira~~^{Jeffrey J. Hurd(2)}

~~35,117~~305,635

Daniel G. Kaye

41,514

~~Denis Duverne~~^{Nick Lane(3)}

~~1,956,570~~171,688

Kristi A. Matus

18,682

Das Narayandas

2,000

~~Barbara Fallon-Walsh~~^{Mark Pearson(4)}

~~26,181~~929,399

~~Daniel G. Kaye~~Bertram L. Scott

~~9,064~~21,514

~~Shelley B. Leibowitz~~Charles G.T. Stonehill

—22,514

Kate C. Burke

—

Ali Dibadj

—

Laurence E. Cranch

—

John C. Weisenseel

—

~~Anders Malmstrom~~⁽⁵⁾

~~122,230~~

~~Das Narayandas~~

—

~~Mark Pearson~~⁽⁶⁾

~~993,205~~

~~James A. Gingrich~~

—

~~Laurence E. Cranch~~

—

~~John C. Weisenseel~~

—

~~Kate C. Burke~~

—

All directors and executive officers as a group ~~(15~~(16 persons)⁽⁷⁾(5)

~~3,142,367~~1,648,316

* Number of shares listed represents less than 1% of the outstanding ~~AXA~~EQH common stock.


~~(1)~~	~~Holdings of AXA American Depositary Shares (“ADS”) are expressed as their equivalent in AXA common stock. Each AXA ADS represents the right to receive one AXA ordinary share.~~

(1)Includes (i) 62,701 options Mr. Bernstein has the right to exercise within 60 days and (ii) 8,439 restricted stock units that will vest within 60 days and settle in EQH shares.


~~(2)~~	~~Includes 4,361 shares Mr. de Oliveira can acquire within 60 days under option plans.~~


~~(3)~~	Includes 409,480 shares Mr. Duverne can acquire within 60 days under option plans. Also includes 82,603 AXA performance shares, which are paid out when vested based on the share price of AXA at that time and are subject to achievement of internal performance conditions.


~~(4)~~	~~Includes 2,127 shares Ms. Fallon-Walsh can acquire within 60 days under options plans.~~


~~(5)~~	Includes 23,851 shares Mr. Malmstrom can acquire within 60 days under option plans. Also includes 97,297 AXA performance shares, which are paid out when vested based on the share price of AXA at that time and are subject to achievement of internal performance conditions.


~~(6)~~	Includes 529,707 shares Mr. Pearson can acquire within 60 days under options plans. Also includes 332,007 AXA performance shares, which are paid out when vested based on the share price of AXA at that time and are subject to achievement of internal performance conditions.


~~(7)~~	~~Includes 969,526 shares the directors and executive officers as a group can acquire within 60 days under option plans.~~

(2)Includes (i) 214,288 options Mr. Hurd has the right to exercise within 60 days, (ii) 23,370 restricted stock units that will vest within 60 days and settle in EQH shares and (iii) 43,184 EQH performance shares that will be paid out within 60 days.

(3)Includes (i) 121,037 options Mr. Lane has the right to exercise within 60 days and (ii) 27,012 restricted stock units that will vest within 60 days and settle in EQH shares.

(4)Includes (i) 601,308 options Mr. Pearson has the right to exercise within 60 days, (ii) 71,612 restricted stock units that will vest within 60 days and settle in EQH shares and (iii) 92,365 EQH performance shares that will be paid out within 60 days.

(5)Includes 999,334 options that may be exercised, 130,433 restricted stock units that will vest within 60 days and 135,549 EQH performance shares that will be paid out within 60 days for the directors and executive officers as a group.

Partnership Matters

The General Partner makes all decisions relating to the management of AB and AB Holding. The General Partner has agreed that it will conduct no business other than managing AB and AB Holding, although it may make certain investments for its own account. Conflicts of interest, however, could arise between AB and AB Holding, the General Partner and the Unitholdersof both Partnerships.

Section 17-403(b) of the Delaware Revised Uniform Limited Partnership Act (“Delaware Act”) states in substance that, except as provided in the Delaware Act or the applicable partnership agreement, a general partner of a limited partnership has the liabilities of a general partner in a general partnership governed by the Delaware Uniform Partnership Law (as in effect on July 11, 1999) to the partnership and to the other partners. In addition, as discussed below, Sections 17-1101(d) and 17-1101(f) of the Delaware Act generally provide that a partnership agreement may limit or eliminate fiduciary duties a partner may be deemed to owe to the limited partnership or to another partner, and any related liability, provided that the partnership agreement may not limit or eliminate the implied contractual covenant of good faith and fair dealing. Accordingly, while under Delaware

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law a general partner of a limited partnership is liable as a fiduciary to the other partners, those fiduciary obligations may be altered by the terms of the applicable partnership agreement. Each of the AB Partnership Agreement and AB Holding Partnership Agreement (each, a “Partnership Agreement” and, together, the “Partnership Agreements”) sets forth limitations on the duties and liabilities of the General Partner. Each Partnership Agreement provides that the General Partner is not liable for monetary damages for errors in judgment or for breach of fiduciary duty (including breach of any duty of care or loyalty), unless it is established (the person asserting such liability having the burden of proof) that the General Partner’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury, with reckless disregard for the best interests of the Partnerships or with actual bad faith on the part of the General Partner, or constituted actual fraud. Whenever the Partnership Agreements provide that the General Partner is permitted or required to make a decision (i) in its “discretion” or under a grant of similar authority or latitude, the General Partner is entitled to consider only such interests and factors as it desires and has no duty or obligation to consider any interest of or other factors affecting the Partnerships or any Unitholder of AB or AB Holding or (ii) in its “good faith” or under another express standard, the General Partner will act under that express standard and will not be subject to any other or different standard imposed by either Partnership Agreement or applicable law or in equity or otherwise. Each Partnership Agreement further provides that to the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto to either Partnership or any partner, the General Partner acting under either Partnership Agreement, as applicable, will not be liable to the Partnerships or any partner for its good faith reliance on the provisions of the Partnership Agreement.

In addition, each Partnership Agreement grants broad rights of indemnification to the General Partner and its directors, officers and affiliates and authorizes AB and AB Holding to enter into indemnification agreements with the directors, officers, partners, employees and agents of AB and its affiliates and AB Holding and its affiliates. The Partnerships have granted broad rights of indemnification to officers and employees of AB and AB Holding. The foregoing indemnification provisions are not exclusive, and the Partnerships are authorized to enter into additional indemnification arrangements. AB and AB Holding have obtained directors and officers/errors and omissions liability insurance.

Each Partnership Agreement also allows transactions between AB and AB Holding and the General Partner or its affiliates, as we describe in “Policies and Procedures Regarding Transactions with Related Persons” in Item 13, so long as such transactions are on an arms-length basis. The Delaware courts have held that provisions in partnership or limited liability company agreements that permit affiliate transactions so long as they are on an arms-length basis operate to establish a contractually-agreed-to fiduciary duty standard of entire fairness on the part of the general partner or manager in connection with the approval of affiliate transactions. Also, each Partnership Agreement expressly permits all affiliates of the General Partner to compete, directly or indirectly, with AB and AB Holding, as we discuss in “Competition” in Item 1. The Partnership

Agreements further provide that, except to the extent that a decision or action by the General Partner is taken with the specific intent of providing an improper benefit to an affiliate of the General Partner to the detriment of AB or AB Holding, there is no liability or obligation with respect to, and no challenge of, decisions or actions of the General Partner that would otherwise be subject to claims or other challenges as improperly benefiting affiliates of the General Partner to the detriment of the Partnerships or otherwise involving any conflict of interest or breach of a duty of loyalty or similar fiduciary obligation.

Section 17-1101(c) of the Delaware Act provides that it is the policy of the Delaware Act to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements. Further, Section 17-1101(d) of the Delaware Act provides in part that to the extent that, at law or in equity, a partner has duties (including fiduciary duties) to a limited partnership or to another partner, those duties may be expanded, restricted, or eliminated by provisions in a partnership agreement (provided that a partnership agreement may not eliminate the implied contractual covenant of good faith and fair dealing). In addition, Section 17-1101(f) of the Delaware Act provides that a partnership agreement may limit or eliminate any or all liability of a partner to a limited partnership or another partner for breach of contract or breach of duties (including fiduciary duties); provided, however, that a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. Decisions of the Delaware courts have recognized the right of parties, under the above provisions of the Delaware Act, to alter by the terms of a partnership agreement otherwise applicable fiduciary duties and liability for breach of duties. However, the Delaware courts have required that a partnership agreement make clear the intent of the parties to displace otherwise applicable fiduciary duties (the otherwise applicable fiduciary duties often being referred to as “default” fiduciary duties). Judicial inquiry into whether a partnership agreement is sufficiently clear to displace default fiduciary duties is necessarily fact driven and is made on a case by case basis. Accordingly, the effectiveness of displacing default fiduciary obligations and liabilities of general partners continues to be a developing area of the law and it is not certain to what extent the foregoing provisions of the Partnership Agreements are enforceable under Delaware law.

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Item 13.Certain Relationships and Related Transactions, and Director Independence

Policies and Procedures Regarding Transactions with Related Persons

Each Partnership Agreement expressly permits ~~AXA and its affiliates, which includes AXA Equitable~~EQH and its affiliates (collectively, “~~AXA~~EQH Affiliates”), to provide services to AB and AB Holding if the terms of the transaction are approved by the General Partner in good faith as being comparable to (or more favorable to each such Partnership than) those that would prevail in a transaction with an unaffiliated party. This requirement is conclusively presumed to be satisfied as to any transaction or arrangement that (i) in the reasonable and good faith judgment of the General Partner meets that unaffiliated party standard, or (ii) has been approved by a majority of those directors of the General Partner who are not also directors, officers or employees of an affiliate of the General Partner.

In practice, our management pricing committees review investment advisory agreements with ~~AXA~~EQH Affiliates, which is the manner in which the General Partner reaches a judgment regarding the appropriateness of the fees. Other transactions with ~~AXA~~EQH Affiliates are submitted to the Audit Committee for their review and approval. (See “Committees of the Board” in Item 10 for details regarding the Audit Committee.) We are not aware of any transaction during ~~2017~~2020 between our company and any related person with respect to which these procedures were not followed.

Our relationships with ~~AXA~~EQH Affiliates also are subject to applicable provisions of the insurance laws and regulations of New York and other states. Under such laws and regulations, the terms of certain investment advisory and other agreements we enter into with ~~AXA~~EQH Affiliates are required to be fair and equitable and charges or fees for services performed must be reasonable. Also, in some cases, the agreements are subject to regulatory approval.

We have written policies regarding the employment of immediate family members of any of our related persons. Compensation and benefits for all of our employees is established in accordance with our human resources practices, taking into consideration the defined qualifications, responsibilities and nature of the role.

Financial Arrangements with EQH Affiliates, AXA ~~Affiliates~~and Certain of its Subsidiaries

The General Partner has, in its reasonable and good faith judgment (based on its knowledge of, and inquiry with respect to, comparable arrangements with or between unaffiliated parties), approved the following arrangements with ~~AXA~~EQH Affiliates as being comparable to, or more favorable to AB than, those that would prevail in a transaction with an unaffiliated party.

~~Transactions~~See Note 12 to AB’s consolidated financial statements in Item 8 for disclosures related to our credit facility with EQH. Significant transactions between AB and related persons during ~~2017~~2020 are as follows (the first table summarizes services we provide to related persons and the second table summarizes services our related persons provide to us):

Parties⁽¹⁾
General Description of Relationship⁽²⁾
Amounts Received
or Accrued for in 2017

AXA Equitable⁽³⁾
We provide investment management services and ancillary accounting, valuation, reporting, treasury and other services to the general and separate accounts of AXA Equitable and its insurance company subsidiaries. $ 62,453,000
EQAT, AXA Enterprise Trust and AXA Premier VIP Trust We serve as sub-adviser to these open-end mutual funds, each of which is sponsored by a subsidiary of AXA Financial. $ 26,392,000
AXA AB Funds We provide investment management, distribution and shareholder servicing-related services. $ 17,593,000
AXA Life Japan Limited⁽³⁾
$ 14,124,000
AXA France⁽³⁾
$ 12,300,000
AXA Switzerland Life⁽³⁾
$ 10,426,000
AXA Re Arizona Company⁽³⁾
$ 7,559,000
AXA U.K. Group Pension Scheme $ 6,999,000

AXA Rosenberg Asia Pacific⁽³⁾
$ 5,748,000
AXA Germany⁽³⁾
$ 4,985,000
AXA Belgium⁽³⁾
$ 3,383,000
MONY Life Insurance Company of America⁽³⁾
$ 1,789,000
AXA Hong Kong Life⁽³⁾
$ 1,641,000
AXA Mediterranean⁽³⁾
$ 1,438,000
AXA Switzerland Property and Casualty⁽³⁾
$ 1,024,000
AIM Deutschland GmbH⁽³⁾
$ 474,000
AXA Corporate Solutions⁽³⁾
$ 432,000
AXA Investment Managers Ltd.⁽³⁾
$ 403,000
U.S. Financial Life Insurance Company⁽³⁾
$ 366,000
AXA Winterthur⁽³⁾
$ 364,000
AXA MPS ⁽³⁾
$ 353,000
AXA General Insurance Hong Kong Ltd.⁽³⁾
$ 304,000
AXA Insurance Company⁽³⁾
$ 144,000
AXA Life Singapore ⁽³⁾
$ 141,000

Parties⁽¹⁾⁽³⁾
General Description of Relationship Amounts Paid
or Accrued for in 2017
AXA Advisors Distributes certain of our Retail Products and provides Private Wealth Management referrals. $ 19,202,000
AXA Business Services Pvt. Ltd. Provides data processing services and support for certain investment operations functions. $ 5,622,000
AXA Equitable We are covered by various insurance policies maintained by AXA Equitable. $ 2,610,000
AXA Advisors Sells shares of our mutual funds under Distribution Service and educational Support agreements. $ 1,696,000
AXA Technology Services India Pvt. Provides certain data processing services and functions. $ 1,661,000
AXA Group Solutions Pvt. Ltd. Provides maintenance and development support for applications. $ 920,000
GIE Informatique AXA Provides cooperative technology development and procurement services to us and to various other subsidiaries of AXA. $ 687,000
AXA Wealth Provides portfolio-related services for assets we manage under the AXA Corporate Trustee Investment Plan. $ 474,000
AXA Equitable Reflects cost sharing arrangement related to EQ/International Equity Index Portfolio. $ 275,000
AXA Assistance USA, Inc. Provides security and medical response solutions to business travelers and expatriates. $ 179,000


Parties(1)			AB General Description of Relationship(2)			Amounts Received or ~~one of its subsidiaries is a party to each transaction.~~Accrued for in 2020


~~(2)~~Equitable Financial	We provide investment management services ~~unless otherwise indicated.~~and ancillary accounting, valuation, reporting, treasury and other services to the general and separate accounts of Equitable Financial and its insurance company subsidiaries.	$	87,388,000
EQAT and Equitable Premier VIP Trust	We serve as sub-adviser to these open-end mutual funds, each of which is sponsored by a subsidiary of Equitable Holdings.	$	26,963,000
AXA Life Invest(3)	We provide investment management, distribution and shareholder servicing-related services.	$	16,182,000
AXA France(3)		$	17,394,000
AXA Life Japan Limited(3)		$	14,942,000
AXA Germany(3)		$	7,835,000
AXA Switzerland Life(3)		$	5,979,000
AXA Rosenberg Asia Pacific(3)		$	5,878,000
AXA Winterthur(3)		$	3,514,000
AXA Belgium(3)		$	3,391,000

151

Table of Contents


~~(3)~~Equitable America		$	2,128,000
AXA Hong Kong Life(3)		$	2,018,000
AXA Insurance UK Non Direct Regulated(3)		$	1,851,000
XL Group Investments Ltd(3)		$	1,276,000
Architas Multi-Manager UK(3)		$	1,262,000
AXA Mediterranean(3)		$	1,589,000
AXA U.K. Group Pension Scheme(3)		$	837,000
AXA Insurance Ltd(3)		$	805,000
AXA China(3)		$	664,000
AXA General Insurance Hong Kong Ltd(3)		$	458,000
AXA Corporate Solutions		$	455,000
AXA Switzerland Property and Casualty(3)		$	394,000
AXA Insurance Company(3)		$	287,000
AXA Spain Property and Casualty(3)		$	189,000
AXA General Insurance Hong Kong Ltd.(3)		$	175,000
AXA Life Singapore (3)		$	156,000

Parties(1)	General Description of Relationship	Amounts Paid or Accrued for in 2020
AXA	Distributes certain of our Retail Products and provides Private Wealth Management referrals.	$	14,848,000
Equitable Advisors	Distributes certain of our Retail Products and provides Private Wealth Management referrals.	$	3,952,000
AXA Business Services Pvt. Ltd.(3)	Provides data processing services and support for certain investment operations functions.	$	6,799,000
AXA Technology Services India Pvt.(3)	Provides certain data processing services and functions.	$	1,951,000
Equitable Advisors	Sells shares of our mutual funds under Distribution Service and educational Support agreements.	$	5,463,000
Equitable Holdings	We are covered by various insurance policies maintained by Equitable Holdings.	$	2,281,000
AXA Group Solutions(3)	Provides certain data processing services and functions.	$	150,000

(1)AB or one of its subsidiaries is a party to each transaction.

(2)We provide investment management services unless otherwise indicated.

(3)This entity is a ~~subsidiary of AXA.~~

~~Additional Transactions with Related Persons~~

~~Please refer to “Compensation for Mr. Kraus”in Item 11~~ for a discussion of the Unit Purchase Agreement, under which AXA Equitable Holdings agreed to purchase from Mr. Kraus, and Mr. Kraus agreed to sell to AXA Equitable Holdings, all of Mr. Kraus’s AB Holding Units.

AXA Equitable and its affiliates are not obligated to provide funds to us, except for ACMC, LLC’s and the General Partner’s obligation to fund certain of our incentive compensation and employee benefit plan obligations. ACMC, LLC and the General Partner are obligated, subject to certain limitations, to make capital contributions to AB in an amount equal to the payments AB is required to make as incentive compensation under the employment agreements entered into in connection with AXA Equitable’s 1985 acquisition of Donaldson, Lufkin and Jenrette Securities Corporation (since November 2000, a part of Credit Suisse Group) as well as obligations of AB to various employees and their beneficiaries under AB’s Capital Accumulation Plan. In 2017, ACMC, LLC made capital contributions to AB in the amount of approximately $0.3 million in respect of these obligations. ACMC, LLC’s obligations to make these contributions are guaranteed by~~Equitable Holdings, LLC (a wholly-owned~~ subsidiary of AXA Equitable), subject to certain limitations. All tax deductions with respect to these obligations, to the extent funded by ACMC, LLC, the General Partner or Equitable Holdings, LLC, will be allocated to ACMC, LLC or the General Partner.AXA.

Arrangements with Immediate Family Members of Related Persons

During ~~2017,~~2020, we did not have arrangements with immediate family members of our directors and executive officers.

Director Independence

See “Independence of Certain Directors” in Item 10.

152

Table of Contents

Item 14.Principal Accounting Fees and Services

Fees for professional audit services rendered by PricewaterhouseCoopers LLP (“PwC”) for the audit of AB’s and AB Holding’s annual financial statements for ~~2017~~2020 and ~~2016,~~2019, respectively, and fees for other services rendered by PwC are as follows:


	2017		2016			2020		2019
	(in thousands)					(in thousands)
Audit fees⁽¹⁾	$	5,943	$	5,173	Audit fees(1)	$	6,616	$	6,263
Audit-related fees⁽²⁾	3,457		3,391		Audit-related fees(2)	3,188		3,130
Tax fees⁽³⁾	2,112		1,980		Tax fees(3)	1,222		1,320
All other fees⁽⁴⁾	189		548		All other fees(4)	6		6
Total	$	11,701	$	11,092	Total	$	11,032	$	10,719



Delaware		13-4064930
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~1345 Avenue of the Americas, New York, N.Y.~~	~~10,105~~
~~(Address of principal executive offices)~~


Glossary of Certain Defined Terms					ii

Part I
Item 1.			~~Glossary of Certain Defined Terms~~Business		ii1

~~Part I~~
Item 1.1A.	~~Business~~Risk Factors			117
Item ~~1A.~~1B.			~~Risk Factors~~		17
~~Item 1B.~~	Unresolved Staff Comments	28
Item 2.			Properties		2829
Item 3.			Legal Proceedings		2829
Item 4.			Mine Safety Disclosures		29

Part II
Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		30
Item 6.			Selected Financial Data		32
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations		5758
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk		5960
Item 8.			Financial Statements and Supplementary Data		61
Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		89
Item 9A.			Controls and Procedures		~~108~~112
Item 9B.			Other Information		~~109~~113

Part III
Item 10.			Directors, Executive Officers and Corporate Governance		~~110~~114
Item 11.			Executive Compensation		~~118~~123
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		~~139~~147
Item 13.			Certain Relationships and Related Transactions, and Director Independence		~~144~~151
Item 14.			Principal Accounting Fees and Services		~~147~~153

Part IV
Item 15.			Exhibits, Financial Statement Schedules		~~148~~154
Item 16.			Form 10-K Summary		~~151~~157
			~~Signatures~~Signature		~~151~~158



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



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



•		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;
•		~~Passive management, including index and enhanced index strategies;~~
•	Alternative investments, including hedge funds, fund of funds, direct lending, real estate and private ~~equity (e.g.,~~ ~~direct real estate investing and direct lending); and~~ equity;
•		Multi-asset solutions and services, including dynamic asset allocation, customized target-date funds and target-risk ~~funds.~~funds, and
•		Some passive management, including index and enhanced index strategies.



	Quarters Ended 2017
	December 31		September 30		June 30		March 31		Total
Cash distributions per AB Unit⁽¹⁾	$	0.91	$	0.58	$	0.56	$	0.52	$	2.57
Cash distributions per AB Holding Unit⁽¹⁾	$	0.84	$	0.51	$	0.49	$	0.46	$	2.30
AB Holding Unit prices:
High	$	26.65	$	26.15	$	23.95	$	25.13
Low	$	24.01	$	22.55	$	20.40	$	21.35



	Quarters Ended 2016
	December 31		September 30		June 30		March 31		Total
Cash distributions per AB Unit⁽¹⁾	$	0.73	$	0.51	$	0.46	$	0.45	$	2.15
Cash distributions per AB Holding Unit⁽¹⁾	$	0.67	$	0.45	$	0.40	$	0.40	$	1.92
AB Holding Unit prices:
High	$	24.10	$	24.69	$	24.65	$	23.98
Low	$	20.75	$	21.29	$	21.49	$	16.11



	Years Ended December 31,
	2017			2016⁽¹⁾			2015			2014			2013
	(in thousands, except per unit amounts and unless otherwise indicated)
INCOME STATEMENT DATA:
Revenues:
Investment advisory and services fees	$	2,200,400		$	1,933,471		$	1,973,837		$	1,958,250		$	1,849,105
Bernstein research services	449,919			479,875			493,463			482,538			445,083
Distribution revenues	412,063			384,405			427,156			444,970			465,424
Dividend and interest income	71,162			46,939			24,872			22,322			19,962
Investment gains (losses)	92,102			93,353			3,551			(9,076		)	33,339
Other revenues	98,040			99,859			101,169			108,788			105,058
Total revenues	3,323,686			3,037,902			3,024,048			3,007,792			2,917,971
Less: interest expense	25,165			9,123			3,321			2,426			2,924
Net revenues	3,298,521			3,028,779			3,020,727			3,005,366			2,915,047

Expenses:
Employee compensation and benefits:
Employee compensation and benefits	1,313,469			1,229,721			1,267,926			1,265,664			1,212,011
Promotion and servicing:
Distribution-related payments	420,350			371,607			393,033			413,054			426,824
Amortization of deferred sales commissions	31,886			41,066			49,145			41,508			41,279
Trade execution, marketing, T&E and other	204,392			208,538			223,415			224,576			204,568
General and administrative:
General and administrative	481,488			426,147			431,635			426,960			423,043
Real estate charges	36,669			17,704			998			52			28,424
Contingent payment arrangements	267			(20,245		)	(5,441		)	(2,782		)	(10,174		)
Interest on borrowings	8,194			4,765			3,119			2,797			2,962
Amortization of intangible assets	27,896			26,311			25,798			24,916			21,859
Total expenses	2,524,611			2,305,614			2,389,628			2,396,745			2,350,796
Operating income	773,910			723,165			631,099			608,621			564,251
Income taxes	53,110			28,319			44,797			44,304			40,113
Net income	720,800			694,846			586,302			564,317			524,138
Net income (loss) of consolidated entities attributable to non-controlling interests	58,397			21,488			6,375			456			9,746
Net income attributable to AB Unitholders	$	662,403		$	673,358		$	579,927		$	563,861		$	514,392
Basic net income per AB Unit	$	2.46		$	2.48		$	2.11		$	2.07		$	1.88
Diluted net income per AB Unit	$	2.45		$	2.47		$	2.10		$	2.07		$	1.87
Operating margin⁽²⁾	21.7		%	23.2		%	20.7		%	20.2		%	19.0		%
CASH DISTRIBUTIONS PER AB UNIT⁽³⁾	$	2.57		$	2.15		$	2.11		$	2.08		$	1.97
BALANCE SHEET DATA AT PERIOD END:
Total assets	$	9,295,167		$	8,741,158		$	7,433,721		$	7,375,621		$	7,383,899
Debt	$	565,745		$	512,970		$	581,700		$	486,156		$	266,445
Total capital	$	4,063,304		$	4,068,189		$	4,017,221		$	4,084,840		$	4,045,227
ASSETS UNDER MANAGEMENT AT PERIOD END (in millions)	$	554,491		$	480,201		$	467,440		$	474,027		$	450,411



	Investment Service
	Equity Actively Managed			Equity Passively Managed⁽¹⁾			Fixed Income Actively Managed - Taxable			Fixed Income Actively Managed - Tax- Exempt			Fixed Income Passively Managed⁽¹⁾			Other⁽²⁾			Total
	(in billions)
Balance as of December 31, 2016	$	111.9		$	48.1		$	220.9		$	36.9		$	11.1		$	51.3		$	480.2
Long-term flows:
Sales/new accounts	21.9			1.1			41.1			7.9			0.1			6.6			78.7
Redemptions/terminations	(19.0		)	(1.4		)	(29.8		)	(5.9		)	(1.8		)	(2.8		)	(60.7		)
Cash flow/unreinvested dividends	(2.1		)	(4.0		)	1.5			(0.1		)	—			(0.1		)	(4.8		)
Net long-term inflows (outflows)	0.8			(4.3		)	12.8			1.9			(1.7		)	3.7			13.2
Market appreciation	26.7			10.5			14.2			1.6			0.5			7.6			61.1
Net change	27.5			6.2			27.0			3.5			(1.2		)	11.3			74.3
Balance as of December 31, 2017	$	139.4		$	54.3		$	247.9		$	40.4		$	9.9		$	62.6		$	554.5

Balance as of December 31, 2015	$	110.6		$	46.4		$	207.4		$	33.5		$	10.0		$	59.5		$	467.4
Long-term flows:
Sales/new accounts	14.4			0.5			45.8			8.5			0.2			3.6			73.0
Redemptions/terminations	(19.3		)	(1.0		)	(31.0		)	(5.0		)	(0.6		)	(8.9		)	(65.8		)
Cash flow/unreinvested dividends	(2.7		)	(2.0		)	(9.1		)	(0.2		)	1.1			(4.1		)	(17.0		)
Net long-term (outflows) inflows	(7.6		)	(2.5		)	5.7			3.3			0.7			(9.4		)	(9.8		)
Acquisition	—			—			—			—			—			2.5			2.5
AUM adjustment⁽³⁾	—			—			—			—			—			(3.0		)	(3.0		)
Market appreciation	8.9			4.2			7.8			0.1			0.4			1.7			23.1
Net change	1.3			1.7			13.5			3.4			1.1			(8.2		)	12.8
Balance as of December 31, 2016	$	111.9		$	48.1		$	220.9		$	36.9		$	11.1		$	51.3		$	480.2



Higher employee compensation and benefits	$	(83.7	)
Higher other general and administrative expenses	(55.3		)
Higher net income of consolidated entities attributable to non-controlling interest	(36.9		)
Higher promotion and servicing expenses	(35.4		)
Lower Bernstein Research Services revenue	(30.0		)
Higher income tax expenses	(24.8		)
Lower adjustments to contingent payment arrangements	(20.5		)
Higher real estate charges	(19.0		)
Higher base advisory fees	204.9
Higher performance-based fees	62.0
Higher distribution revenues	27.7
	$	(11.0	)



Higher investment gains	$	89.8
Lower employee compensation and benefits	38.2
Lower income taxes	16.5
Lower other promotion and servicing expenses	14.9
Lower estimates for contingent payment arrangements	14.8
Higher performance-based fees	9.0
Lower other general and administrative expenses	5.5
Lower base advisory fees	(49.4		)
Higher real estate charges	(16.7		)
Higher net income of consolidated entities attributable to non-controlling interests	(15.1		)
Lower Bernstein Research Services revenue	(13.6		)
Other	(0.5		)
	$	93.4



	Payments Due by Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in millions)
Commercial paper	$	565.7	$	565.7	$	—	$	—	$	—
Operating leases, net of sublease commitments	542.2		87.4		159.6		139.9		155.3
Funding commitments	22.0		9.3		5.6		3.0		4.1
Accrued compensation and benefits	246.1		154.3		45.2		19.5		27.1
Unrecognized tax benefits	8.5		4.6		—		1.1		2.8
Total	$	1,384.5	$	821.3	$	210.4	$	163.5	$	189.3



Non-redeemable non-controlling interests in consolidated entities	1,564		36,172
Total capital	4,063,304		4,068,189
Total liabilities and capital	$	9,295,167	$	8,741,158



~~AXA~~EQH and its subsidiaries	63.3	%
AB Holding	~~35.5~~36.0
Unaffiliated holders	~~1.2~~0.7
	100.0	%


EQH and its subsidiaries	63.3	%
AB Holding	36.0
Unaffiliated holders	0.7
	100.0	%


		Year Ended December 31,
		2020		2019		2018
	(in thousands)
Subject to contracts with customers:
Investment advisory and services fees
Base fees		$	2,462,810	$	2,372,429	$	2,244,068
Performance-based fees		132,626		99,615		118,143
Bernstein research services		459,744		407,911		439,432
Distribution revenues
All-in-management fees		331,268		291,999		254,477
12b-1 fees		75,973		80,268		87,166
Other		122,540		82,776		76,919
Other revenues
Shareholder servicing fees		82,317		77,394		75,974
Other		21,240		17,924		19,211
		3,688,518		3,430,316		3,315,390
Not subject to contracts with customers:
Dividend and interest income, net of interest expense		35,273		47,216		45,827
Investment (losses) gains		(16,401)		38,659		2,653
Other revenues		1,146		2,241		3,491
		20,018		88,116		51,971
Total net revenues		$	3,708,536	$	3,518,432	$	3,367,361


											Notional Value		Derivative Assets		Derivative Liabilities		Gains (Losses)
	Notional Value		Derivative Assets		Derivative Liabilities		Gains (Losses)				(in thousands)
	(in thousands)
December 31, 2017
December 31, 2020										December 31, 2020
Exchange-traded futures	$	163,458	$	948	$	2,540	$	(15,343	)	Exchange-traded futures	$	142,886	$	118	$	1,834	$	(15,743)
Currency forwards	126,503		8,306		8,058		(457		)	Currency forwards	63,906		8,576		8,451		(1,779)
Interest rate swaps	43,309		951		870		(137		)	Interest rate swaps	60,997		2,043		2,955		(347)
Credit default swaps	74,600		1,247		2,465		(1,757		)	Credit default swaps	167,649		10,910		13,304		(104)
Total return swaps	68,106		167		390		(6,167		)	Total return swaps	52,061		94		1,847		(15,242)
Option swaps										Option swaps	2,486		0		2,146		(2,374)
Total derivatives	$	475,976	$	11,619	$	14,323	$	(23,861	)	Total derivatives	$	489,985	$	21,741	$	30,537	$	(35,589)
December 31, 2016
December 31, 2019										December 31, 2019
Exchange-traded futures	$	103,108	$	1,224	$	1,092	$	(2,754	)	Exchange-traded futures	$	171,112	$	939	$	871	$	(10,840)
Currency forwards	180,820		4,541		4,711		(2,028		)	Currency forwards	60,809		8,545		8,633		738
Interest rate swaps	40,664		940		897		(572		)	Interest rate swaps	92,756		1,746		2,254		(616)
Credit default swaps	45,108		1,205		905		(1,338		)	Credit default swaps	168,303		2,151		5,611		(6,413)
Total return swaps										Total return swaps	91,201		110		1,764		(21,164)
Option swaps	—		—		—		(70		)	Option swaps	354		0		126		(126)
Total return swaps	90,043		503		1,044		(8,766		)
Total derivatives	$	459,743	$	8,413	$	8,649	$	(15,528	)	Total derivatives	$	584,535	$	13,491	$	19,259	$	(38,421)


	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments Collateral		Cash Collateral Received		Net Amount
	(in thousands)
December 31, 2020
Securities borrowed	$	7,808	$	0	$	7,808	$	(7,344)	$	0	$	464
Derivatives	$	21,741	$	0	$	21,741	$	0	$	(380)	$	21,361
Long exchange-traded options	$	7,527	$	0	$	7,527	$	0	$	0	$	7,527
December 31, 2019
Securities borrowed	$	38,993	$	0	$	38,993	$	(38,993)	$	0	$	0
Derivatives	$	13,491	$	0	$	13,491	$	0	$	(251)	$	13,240
Long exchange-traded options	$	6,931	$	0	$	6,931	$	0	$	0	$	6,931


																Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments Collateral		Cash Collateral Pledged		Net Amount
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged			Net Amount			(in thousands)
December 31, 2020															December 31, 2020
	(in thousands)
December 31, 2017
Securities loaned	$	37,960	$	—	$	37,960	$	(37,922	)	$	—		$	38
Derivatives	$	14,323	$	—	$	14,323	$	—		$	(8,794	)	$	5,529	Derivatives	$	30,537	$	0	$	30,537	$	0	$	(6,374)	$	24,163
Short exchange-traded options	$	13,585	$	—	$	13,585	$	—		$	—		$	13,585	Short exchange-traded options	$	12,486	$	0	$	12,486	$	0	$	0	$	12,486
December 31, 2016
Securities loaned	$	—	$	—	$	—	$	—		$	—		$	—
December 31, 2019															December 31, 2019

Derivatives	$	8,649	$	—	$	8,649	$	—		$	(6,239	)	$	2,410	Derivatives	$	19,259	$	0	$	19,259	$	0	$	(4,276)	$	14,983
Short exchange-traded options	$	692	$	—	$	692	$	—		$	—		$	692	Short exchange-traded options	$	12,348	$	0	$	12,348	$	0	$	0	$	12,348


	Level 1		Level 2		Level 3		NAV Expedient(1)		Other		Total
December 31, 2020:
Money markets	$	130,675	$	0	$	0	$	—	$	—	$	130,675
Securities segregated (U.S. Treasury Bills)	0		1,752,906		0		—		—		1,752,906
Derivatives	118		21,623		0		—		—		21,741
Investments:

Equity securities	147,705		17,565		125		161		—		165,556
Long exchange-traded options	7,527		0		0		—		—		7,527
Limited partnership hedge funds(2)	—		—		—		—		42,408		42,408

Time deposits(3)	—		—		—		—		18,602		18,602


Other investments	7,011		—		—		—		12,271		19,282
Total investments	162,243		17,565		125		161		73,281		253,375
Total assets measured at fair value	$	293,036	$	1,792,094	$	125	$	161	$	73,281	$	2,158,697

Securities sold not yet purchased:
Short equities – corporate	$	5,305	$	0	$	0	$	—	$	—	$	5,305
Short exchange-traded options	12,486		0		0		—		—		12,486
Derivatives	1,834		28,703		0		—		—		30,537
Contingent payment arrangements	0		0		27,750		—		—		27,750
Total liabilities measured at fair value	$	19,625	$	28,703	$	27,750	$	—	$	—	$	76,078



Total liabilities measured at fair value	$	32,501	$	11,783	$	10,855	$	—	$	—	$	55,139

December 31, 2016:
Money markets	$	107,250	$	—	$	—	$	—	$	—	$	107,250
Securities segregated (U.S. Treasury Bills)	—		893,189		—		—		—		893,189
Derivatives	1,224		7,189		—		—		—		8,413
Investments
Trading
U.S. Treasury Bills	—		28,937		—		—		—		28,937
Equity securities	148,128		5,724		110		36		—		153,998
Fixed income securities	80,473		11,107		—		12		—		91,592
Long exchange-traded options	3,106		—		—		—		—		3,106
Limited partnership hedge funds⁽²⁾	—		—		—		—		40,530		40,530
Private equity	—		—		4,913		40,365		—		45,278
Time deposits⁽³⁾	—		—		—		—		70,097		70,097
Other
Available-for-sale	45		—		—		—		—		45
Other investments⁽²⁾⁽⁴⁾	—		—		—		—		7,522		7,522
Total investments	231,752		45,768		5,023		40,413		118,149		441,105
Total assets measured at fair value	$	340,226	$	946,146	$	5,023	$	40,413	$	118,149	$	1,449,957

Securities sold not yet purchased
Short equities – corporate	$	40,252	$	—	$	—	$	—	$	—	$	40,252
Short exchange-traded options	692		—		—		—		—		692
Derivatives	1,092		7,557		—		—		—		8,649
Contingent payment arrangements	—		—		17,589		—		—		17,589
Total liabilities measured at fair value	$	42,036	$	7,557	$	17,589	$	—	$	—	$	67,182


	Classification	December 31, 2020		December 31, 2019
		(in thousands)
Operating Leases
Operating lease right-of-use assets	Right-of-use assets	$	416,007	$	360,185
Operating lease liabilities	Lease liabilities	503,174		465,907

Finance Leases
Property and equipment, gross	Right-of-use assets	5,167		3,825
Amortization of right-of-use assets	Right-of-use assets	(2,719)		(1,317)
Property and equipment, net		2,448		2,508
Finance lease liabilities	Lease liabilities	2,375		2,544


	Operating Leases		Financing Leases		Total
Year ending December 31,	(in thousands)
2021	$	110,046	$	1,142	$	111,188
2022	100,631		757		101,388
2023	93,379		526		93,905
2024	90,359		23		90,382
2025	25,516		0		25,516
Thereafter	136,759		0		136,759
Total lease payments	556,690		2,448		$	559,138
Less interest	(53,516)		(73)
Present value of lease liabilities	$	503,174	$	2,375


Lease term and discount rate:
Weighted average remaining lease term (years):
Operating leases	7.13
Finance leases	2.46
Weighted average discount rate:
Operating leases	3.12	%
Finance leases	2.64	%


	Payments		Sublease Receipts		Net Payments
	(in millions)
2021	$	115.4	$	35.5	$	79.9
2022	103.8		31.8		72.0
2023	96.5		31.3		65.2
2024	93.1		30.8		62.3
2025	45.4		0		45.4
2026 and thereafter	526.6		0		526.6
Total future minimum payments	$	980.8	$	129.4	$	851.4



	Payments		Sublease Receipts		Net Payments
	(in millions)
2018	$	131.6	$	44.2	$	87.4
2019	127.8		46.0		81.8
2020	107.5		29.7		77.8
2021	102.3		28.4		73.9
2022	91.3		25.3		66.0
2023 and thereafter	204.2		48.9		155.3
Total future minimum payments	$	764.7	$	222.5	$	542.2


	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
	(in thousands)
December 31, 2020:
Derivatives - VIEs	$	3,224	$	0	$	3,224	$	0	$	(513)	$	2,711
Derivatives - VOEs	$	464	$	0	$	464	$	0	$	0	$	464
December 31, 2019:
Derivatives - VIEs	$	4,833	$	0	$	4,833	$	0	$	(1,631)	$	3,202
Derivatives - VOEs	$	4,339	$	0	$	4,339	$	0	$	(534)	$	3,805


	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged		Net Amount
	(in thousands)
December 31, 2020:
Derivatives - VIEs	$	6,893	$	0	$	6,893	$	0	$	(4,201)	$	2,692
Derivatives - VOEs	$	664	$	0	$	664	$	0	$	(138)	$	526
December 31, 2019:
Derivatives - VIEs	$	4,559	$	0	$	4,559	$	0	$	(3,155)	$	1,404
Derivatives - VOEs	$	5,083	$	0	$	5,083	$	0	$	(1,201)	$	3,882


														Retirement Plan		Retired Individual Plan		Foreign Retirement Plans		OCI Statement
	Retirement Plan			Retired Individual Plan			Foreign Retirement Plans			OCI Statement				(in thousands)
	(in thousands)
Recognized actuarial (loss)	$	(3,043	)	$	(20	)	$	(127	)	$	(3,190	)
Recognized actuarial (loss) gain													Recognized actuarial (loss) gain	$	(4,089)	$	(56)	$	(135)	$	(4,280)
Amortization of prior service cost	24			—			—			24			Amortization of prior service cost	24		0		0		24
Changes in employee benefit related items	(3,019		)	(20		)	(127		)	(3,166		)	Changes in employee benefit related items	(4,065)		(56)		(135)		(4,256)
Income tax (expense) benefit	(49		)	(1		)	23			(27		)	Income tax (expense) benefit	(216)		(2)		31		(187)
Employee benefit related items, net of tax	$	(3,068	)	$	(21	)	$	(104	)	$	(3,193	)	Employee benefit related items, net of tax	$	(4,281)	$	(58)	$	(104)	$	(4,443)



2018	$	6,517
2019	7,076
2020	5,302
2021	6,157
2022	8,040
2023-2027	39,643


2021	$	7,606
2022	9,373
2023	7,782
2024	7,811
2025	10,055
2026 - 2030	45,955



December 31, 2016
Cash	$	344	$	—	$	—	$	344
Fixed income mutual funds	21,441		—		—		21,441
Equity mutual fund	25,037		—		—		25,037
Equity securities	20,690		—		—		20,690
Total assets in the fair value hierarchy	67,512		—		—		67,512
Investments measured at net assets value	—		—		—		19,187
Investments at fair value	$	67,512	$	—	$	—	$	86,699