~~Table~~•our commitment to place the interests of ~~Contents~~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 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.


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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~~Our AUM remain sensitive to the volatility associated with global financial market conditions. For example, 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 in 2021 following unprecedented, coordinated monetary and fiscal policy support and ~~more recently,~~ the approval of vaccines to help remedy the global pandemic. However, wesignificant supply chain challenges, energy shortages and labor shortages, brought about by COVID-19 and significantly exacerbated by the conflict in Ukraine, contributed to heightened global inflationary pressures, which resulted in sizable interest rate increases and associated market volatility in 2022. 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.~~

periods. 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 (such as the ongoing conflict in Ukraine) 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, theAlso, significant market volatility and uncertainty, and reductions in the availability of margin financing, ~~we experienced during the first quarter of 2020 severely limited~~can significantly limit 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,~~were relatively stable in 2022 despite market volatility, 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.


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•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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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 fee levels would reduce our revenues.

•Interest Rate Changes. Investor interest in and the valuation of our fixed income and multi-asset investment portfolios can be adversely affected by changes in interest rates, particularly if interest rates increase substantially and quickly.

A decrease in the value of our AUM, a decrease in the amount of AUM we manage, an adverse mix shift in our AUM and/or a reduction in the level of fees we charge would adversely affect our investment advisory 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~~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. Active performance relative to benchmarks ~~in the first half~~as of ~~2020 remained mixed,~~mid-2022 deteriorated from prior-year levels, with ~~51%~~40% of active managers outperforming their passive benchmarks for the ~~six~~12 months ended June 30, ~~2020~~2022 (latest data available)~~. Non-U.S.~~, compared to 47% for the prior 12-month period. U.S. stock active funds fared better than non-U.S. with ~~60%~~45% of U.S. active stock funds outperforming benchmarks, ~~while 48%~~as compared with 23% for non-U.S. stock funds. Performance of ~~U.S. stock active funds outperformed and just 40% of active~~actively managed bond funds ~~outperformed their benchmarks. Also, results varied among growth, value and core managers.~~decreased sharply in 2022, with just 29% outperforming benchmarks, representing a 44% decline compared to the prior-year period.

~~Demand for passive strategies persisted, and while active equity managers continued to struggle to attract new assets, flows to active fixed income managers remained positive. In the~~Flows into actively managed funds deteriorated industry-wide in 2022, with U.S.~~, total~~ industry-wide active mutual fund outflows of ~~$196~~$974 billion in ~~2020 increased from net outflows~~2022, contrasted with inflows of ~~$12~~$148 billion in ~~2019. Active equity U.S. mutual fund outflows of $338 billion in 2020 increased by 23% year-over-year.~~2021. Active fixed income U.S. mutual funds ~~showed continued strength with~~experienced outflows of $482 billion in 2022, compared to inflows of ~~$246~~$368 billion in ~~2020, though they decreased 9% from $271~~2021. Furthermore, active equity U.S. mutual fund outflows accelerated to $432 billion in ~~2019. Fixed income active flows were positive~~2022, compared to outflows of $191 billion in ~~each quarter~~2021. By contrast, demand for passive strategies in ~~2020 following~~ the ~~sell-off in March 2020. Total~~U.S. continued to grow, though at a reduced rate from the prior year, as industry-wide total passive mutual fund net inflows of ~~$361~~$518 billion ~~declined by 20% from last year's inflows of $450 billion. In this environment, organic~~in 2022 compared to $928 billion in 2021. Organic growth through ~~positive~~ net inflows iscontinues to be 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. ~~While~~Institutional global market trading volumes ~~increased in 2020 due~~continue to ~~higher~~be pressured (notwithstanding the heightened market volatility and trading volume predominantly relating to ~~COVID,~~COVID-19 in the ~~broader trend in recent years has been declines, which we would expect to continue, fueled~~first half of 2020) by persistent active equity outflows and passive equity inflows. As a result, portfolio turnover has 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.

EQH ~~and its subsidiaries, and to a lesser extent AXA~~ and its subsidiaries provide a significant amount of our AUM and fund a significant portion of our seed investments, and if our agreements with them terminate or they withdraw capital support ~~whether as a result of EQH's public offerings since 2018 or another factor,~~ it could have a material adverse effect on our business, results of operations and/or financial condition.

EQH (our parent company) and its subsidiaries isconstitute our largest client. Our EQH affiliates represented approximately ~~19%,~~16% of our AUM as of December 31, ~~2020,~~2022, and we earned approximately 3%4% of our net revenues from services we provided to them in 2020. Also, AXA and its subsidiaries represented approximately 3% of our AUM as of December 31, 2020, and we earned approximately 2% of our net revenues from services we provided to them in 2020.them. Our related investment management agreements are terminable at any time or on short notice by either party, and ~~neither~~ EQH ~~nor AXA~~ is not 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 EQH were to terminate its investment management agreements with us.


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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 cannot at this time predict the full impact on AB of this transaction, such impact has included a reduction in the support AXA provided to AB in the past with respect to AB's investment management business, resulting in a modest decrease in our revenues and ability to initiate new investment services. Also, AB relies on AXA, including its subsidiary, AXA Business Services, for several significant services, and AB has benefited from its affiliation with AXA in certain common vendor relationships. Some of these arrangements have changed, and others are expected to change, with immaterial financial implications for AB.

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 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 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 under-performs relative to its performance target (whether in absolute terms or relative to a specified benchmark), it must gain back such 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 ~~6.0%~~10.6%, ~~8.5%~~9.2% and ~~0.8%~~0.5% of the assets we manage for institutional clients, private wealth clients and retail clients, respectively (in total, ~~4.4%~~6.6% 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 were $145.2 million, $245.1 million and $132.6 million ~~$99.6 million~~in 2022, 2021 and ~~$118.1 million in~~ 2020, ~~2019 and 2018,~~ respectively.

The revenues generated by Bernstein Research Services may be adversely affected by circumstances beyond our control, including declines in brokerage transaction rates, declines in global market volumes, failure to settle our trades by significant counterparties and the effects of ~~MiFID II.~~

Brexit.

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~~ traditional ~~full service~~full-service fee rates. As a result, blended pricing throughout our industry is lower now than it was historically, and price declines may continue. In addition, fee rates we charge

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and charged by other brokers for brokerage services have historically experienced price pressure, and we expect these trends 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 could expose us to substantial expenditures and adversely affect our revenues. For example, SCB LLC, as a member of clearing and settlement organizations, 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.

Lastly, extensive changes proposed by the SEC to the equity market structure, including Regulation Best Execution, the proposed Order Competition Rule and proposed changes to Regulation NMA establishing, among other things, minimum pricing increments and required disclosures by larger broker-dealers and specified trading platforms, if adopted as proposed, could substantially increase the cost of conducting our buy-side and broker-dealer operations and, possibly, adversely impact trade execution quality.

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


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We may be unable to develop new products and services, and the development of new products and services may expose us to reputational harm, additional costs or operational risk.

Our financial performance depends, in part, on our ability to react nimbly to changes in the asset management industry, respond to evolving client needs, and develop, market and manage new investment products and services. Conversely, the development and introduction of new products and services, including the creation of products with concentrations in industries or sectors specific to individual client criteria, or with a focus on ESG, requires continuous innovative effort on our part and may require significant time and resources as well as ongoing support and investment. Substantial risk and uncertainties are associated with the introduction of new products and services, including the implementation of new and appropriate operational controls and procedures, shifting client and market preferences, the introduction of competing products or services, and compliance with regulatory and disclosure requirements. We can make no assurance that we will be able to develop new products and services that successfully address the needs of clients within needed timeframes. Any failure to successfully develop new products and services, or effectively manage associated operational risks, could harm our reputation and expose us to additional costs, which could adversely affect our AUM, revenues and operating income.

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~~swaps 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.

As part of our business strategy, we consider potential strategic transactions, including acquisitions (such as our purchase of CarVal Investors in 2022), dispositions, mergers, consolidations, joint venture partnerships (such as our planned joint venture partnership with SocGen) and similar transactions, some of which may be material. These transactions, if undertaken, may involve various 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

•the possible need for us to increase our firm's leverage or, if we fund the purchase price of a transaction with AB Units or AB Holding Units, likely dilution to our existing unitholders.

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Acquisitions also pose the risk that any business we acquire may lose customers or employees or could under-perform 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 of operations.

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, 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.


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

We use quantitative and systematic 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 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.

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~~People-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 continue to do so.

The market for these professionals is extremely competitive. ~~They~~Certain of these professionals 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.

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

have envisioned.

We have ~~announced that we will establish~~established our corporate headquarters in and ~~relocate~~have relocated a total of approximately 1,250 jobs previously 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~~adversely affect 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 based on our current assumptions of employee relocation costs, severance, and overlapping compensation and occupancy costs. If our assumptions turn out to be inaccurate, our ~~adjusted net revenues~~expenses and ~~adjusted~~ operating income could be adversely affected.

Employee misconduct, which can be difficult to detect and deter, could harm us by impairing our ability to attract and retain clients and subjecting us to significant regulatory scrutiny, legal liability and reputational harm.

There have been several highly publicized cases involving fraud or other misconduct by employees in the financial services industry generally, and we are not immune. Misconduct by employees could involve the improper use or disclosure of confidential information, which could result in legal action, regulatory sanctions, and reputational or financial harm. Further, fraud, payment or solicitation of bribes and other deceptive practices or other misconduct by our employees could similarly subject us to regulatory scrutiny, legal liability and reputational damage.


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Operational, Technology and 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,~~frequently, 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~~


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Climate change and other 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 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.

Furthermore, climate change may increase the severity and frequency of catastrophes, or adversely affect our investment portfolio or investor sentiment. Climate change may also increase the frequency and severity of weather-related disasters and pandemics. And, climate change regulation may affect the prospects of companies and other entities whose securities in which we invest, or our willingness to continue to invest in such securities.

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 Nashville, Tennessee, New York City, London, England, and ~~Nashville, Tennessee,~~Hong Kong, 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 and 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.


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Part I

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.

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 affirmed AB’s long-term and short-term credit ratings and indicated a stable outlook in ~~2020.~~2022. 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.

~~Table of Contents~~

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~~purchase may not fully cover all potential exposures.

We maintain professional liability, errors & omissions, 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 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.


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Part I

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, there has been increasing regulatory focus on ESG-related practices by investment managers. The SEC is poised in 2023 to issue a rule enhancing and standardizing climate disclosures by U.S. public companies, including investment managers. The SEC also has focused on the labeling by investment funds of their activities or investments as "sustainable" and has examined the methodology used by funds for determining ESG investments, with a keen focus on whether such labeling may be misleading. Outside the U.S., the European Commission has adopted an action plan on financing sustainable growth, as well as initiatives at the European Union (the "EU") level, such as the EU Sustainable Finance Disclosure Regulation (the "SFDR"). Compliance with the SFDR and other ESG-related regulations may subject us to increased restrictions, disclosure obligations, and compliance and other associated costs, as well as potential reputational harm.

~~For example,~~Also, in 2015 the Financial Supervisory Commission in Taiwan (the “FSC”) implemented 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 Europe, MiFID II, which became effective in January 2018, makes significant modifications to the manner in which European broker-dealers can be compensated for research. These modifications have reduced, and are believed to have significantly reduced, the overall research spend by European buy-side firms, which has decreased the revenues we derive from our European clients. Our European clients may continue to reduce their research budgets, which could result in a significant decline in our sell-side revenues.

~~Table of Contents~~

Also, while MiFID II is not applicable to firms operating outside of Europe, competitive and client pressures increasingly may force buy-side firms operating outside of 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 an additional significant decline in 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 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~~,“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 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 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 to financial instruments and performance benchmarks referencing existing LIBOR rates, and concurrently any impact on AB portfolios and investment strategies.

Lastly, it also is uncertain how regulatory trends will further evolve, both in the U.S. and abroad. For example, following the Brexit referendum in June 2016, the U.K.'s departure from the ~~European Union (the "~~EU") resulted in the U.K. 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 start of 2021, our U.K.-based buy-side and sell-side subsidiaries have implemented alternative arrangements in EU jurisdictions (utilizing AB's EU-based subsidiaries) to ensure continued operations in the 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 such changes may impact the ability of our U.K.-based subsidiaries to provide services to EU-based clients in the 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.

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.


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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

~~Table of Contents~~

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 EQH and the General Partner pursuant to the AB Partnership Agreement. Generally, neither 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. 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~~(corporate_secretary@alliancebernstein.com)). Also, we have filed the transfer program as Exhibit 10.07 to this Form 10-K.

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

~~AB Holding, having~~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, AB Holding is a ~~“grandfathered”~~ PTP that is taxable as a partnership 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~~To preserve AB ~~Holding’s~~Holding's status as a ~~“grandfathered”~~ PTP that is taxed as a partnership for federal income tax purposes, ~~management seeks to ensure that~~ AB Holding ~~does~~must 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% (by value) of its total assets in, the new line of business.

~~AB is~~To preserve AB’s status as a private partnership for federal income tax purposes, AB Units must not be considered publicly traded.

If either or both AB Holding and ~~accordingly, is not~~AB were taxable as a corporation, the return on investment to Unitholders generally would be reduced because distributions to Unitholders generally would be subject to two layers of taxation: first, amounts available for distribution would be subject to federal (and applicable state and local) taxes at the corporate entity level; and second, Unitholders generally would be subject to federal (and applicable state ~~corporate income taxes. However,~~ and local) taxes upon receipt of dividends.

AB isHolding and AB are subject to the 4.0% ~~UBT. Domestic corporate subsidiaries~~New York City unincorporated business tax (“UBT”). AB Holding may net credits for UBT paid by AB.

Changes in tax law governing us or an increase in business activities outside the U.S. could have a material impact on us.

Legislative proposals have been or may be introduced that, if enacted, could have a material adverse effect on us. We cannot predict the outcome 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. such legislative proposals.

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~~or if there are changes in tax law or rates of taxation in foreign jurisdictions where our corporate subsidiaries operate, 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~~.

could increase.

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’sFor taxable years beginning after December 31, 2017, a "partnership representative" that we designate (a “Partnership Representative”) will have the sole authority to act on our behalf for purposes of, among other things, IRS audits and ~~if a partnership meets certain requirements~~related proceedings (and any similar state or local audits and ~~makes a proper election, for~~proceedings). Any actions taken by us or by the Partnership Representative on our behalf in connection with such audits or proceedings will be binding on us and our Unitholders.

For an audit of a ~~partnership’s~~partnership's taxable years beginning ~~before January 1, 2018. We may choose to make such~~after December 31, 2017, the IRS, absent an election ~~if we receive a written notice of selection for examination for an eligible taxable~~by the partnership to the contrary (see discussion below), generally determines adjustments at the partnership level in the 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.~~

in which the audit is resolved.

Generally, we will have the ability to collect any resulting tax liability (and any related interest and penalties) 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,~~with respect to AB Holding, our Partnership Representative ~~(as defined below)~~ may, in certain instances, request that any “imputed ~~underpayment”~~under-payment” 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.


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~~For taxable years beginning after December 31, 2017, a "partnership representative" that we designate (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.

In addition, for taxable years beginning after December 31, 2017, 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. This may also require Unitholders to provide certain information to us (possibly including information about the beneficial owners of our Unitholders). Also, a partnership that is a partner of another partnership (such as AB Holding with respect to AB) 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. 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~~several 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 cash available for distribution to unitholders would be substantially reduced.

Non-U.S. unitholders may be subject to ~~a 10%~~ withholding tax on the sale of their AB Units or AB Holding Units, ~~which could reduce the value of such Units.~~as well as on distributions, and we may be liable for any under-withholding.

Gain or loss from the sale or exchange of a partnership ~~units after November 27, 2017~~unit by a non-U.S. unitholder ~~are~~is treated as effectively connected with a U.S. trade or business and is subject to U.S. federal income tax to the extent that the non-U.S. unitholder would have had effectively connected gain or loss on a hypothetical sale by the partnership of all of its assets at fair market value as of the date of the sale or exchange of the partnership units. ~~The Tax Cuts and Jobs Act also imposed certain withholding requirements for~~In furtherance of the ~~sale~~foregoing, a transferee of a partnership ~~units~~unit is required to withhold a tax equal to 10% of the amount realized on any transfer of such a partnership unit unless an exception applies.

Distributions by a PTP to a non-U.S. unitholder also are subject to U.S. withholding tax if the PTP has effectively connected gross income, gain or loss.

A transferee is not required to withhold tax if it relies on a certification issued by the transferor or the underlying partnership establishing that an exception to withholding applies. If a transferee of AB Units is required to withhold and ~~authorized the IRS~~failed to ~~issue regulations to carry out the withholding rules in the case of publicly traded partnerships. The requirement~~properly do so, AB would be required to withhold on ~~amounts realized in connection with~~distributions to the ~~sale, exchange or disposition~~transferee to satisfy that liability.

A broker is not required to withhold on the transfer of ~~certain interests~~an interest in a publicly traded partnership (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 published final regulations (the "~~1446 Final Regulations") that address withholding tax and information reporting with respect to interests in publicly traded partnerships engaged in~~PTP or on 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-withholdingdistribution by a ~~broker~~PTP if the PTP certifies that ~~relies on a qualified notice for which~~ the ~~publicly traded partnership failed to make a reasonable estimate of the amounts required for determining the applicability of the "ten percent exception." The "ten percent~~"10% exception" applies. This exception applies if, either (1) the ~~publicly traded partnership~~PTP was not engaged in a U.S. trade or business during a specified time period, ~~of time,~~ or (2) upon a hypothetical sale of the ~~publicly traded partnership's~~PTP'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~~U.S. would be less than ~~10 percent~~10% of the total net gain, or (ii) no gain would have been effectively connected with the conduct of a trade or business in the ~~United States.~~U.S.

~~We may be liable~~To make this certification, the PTP must issue a "qualified notice" indicating that it qualifies 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),~~this exception, which we have done and ~~deliver~~intend to ~~any registered holder that is a nominee, a~~continue to do. The qualified notice ~~that states~~must state the amount of a distribution that is attributable to each type of income group specified in the ~~1446 Final~~Treasury Regulations. ~~If the~~The PTP must post each qualified notice on its primary public website (and keep it accessible for 10 years) and deliver it to any registered holder that is a nominee. A broker may not rely on such a certification if it has actual knowledge that the certification is incorrect ~~such that it causes~~or unreliable.

As a ~~broker to under-withhold with respect to an amount in excess of cumulative net income, the publicly traded partnership is~~PTP, beginning on January 1, 2023, AB Holding may be liable for any under-withholding by a broker that relies on ~~such amount.~~a qualified notice for which we failed to make a reasonable estimate of the amounts required for determining the applicability of the 10% exception.


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Item 1B.Unresolved Staff Comments

~~We have no~~Neither AB nor AB Holding has unresolved comments from the staff of the SEC to report.

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Item 2.Properties

Our ~~principal executive offices~~headquarters is located at 501 Commerce Street, Nashville, Tennessee. We occupy 218,976 square feet of space at this location under a 15-year lease agreement that commenced in the fourth quarter of 2020.

We lease space at our other principal location, 1345 Avenue of the Americas, New York, New York ~~are occupied~~ pursuant to a lease expiring in 2024. At this location, we currently lease 999,963 square feet of space, within which we currently occupy approximately 512,284 square feet of space and have sub-let ~~(or are seeking to sub-let)~~ approximately 487,679 square feet of space.

~~In addition,~~Also, we lease approximately 229,147 square feet of space at One North Lexington, White Plains, New York under a lease expiring in 2021. At this location, we currently do not occupy any space and have sub-let (or are seeking to sub-let) 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~~165,608 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 50,792 square feet of space in San Antonio, Texas under a lease expiring ~~April 30, 2029 with options to extend through 2039.~~

in 2029.

In addition, we lease ~~less significant~~more modest amounts of space in 23 other cities in the United States.

Our subsidiaries lease space in 30 cities outside the United States, the most significant of which ~~are~~is a lease in London, England, ~~under a lease~~ expiring in ~~2022,~~2031, and in Hong Kong, China, under a lease expiring in ~~2027.~~2024. 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~~60,732 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.

On December 14, 2022, four individual participants in the Profit Sharing Plan for Employees of AB (the "AB Profit Sharing Plan") filed a class action complaint (the "Complaint") in the U.S. District Court for the Southern District of New York against AB, current and former members of the Compensation and Workplace Practices Committee of the Board of Directors, and the Investment and Administrative Committees under the AB Profit Sharing Plan. Plaintiffs, who seek to represent a class of all participants in the AB Profit Sharing Plan from December 14, 2016 to the present, allege that defendants violated their fiduciary duties and engaged in prohibited transactions under ERISA by including proprietary collective investment trusts as investment options offered in the AB Profit Sharing Plan. The Complaint seeks unspecified damages, disgorgement and other equitable relief. AB is prepared to defend itself vigorously against these claims. While the outcome of this matter currently is not determinable given the matter remains in its early stages, we do not believe this litigation will have a material adverse effect on our results of operations, financial condition or liquidity.

AB 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 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.


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~~PART~~


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.

On December ~~31, 2020,~~30, 2022 (the last trading day of the year), the closing price of an AB Holding Unit on the NYSE was ~~$33.77~~$34.37 per Unit. On December 31, ~~2020,~~2022, there were (i) ~~974~~893 AB Holding Unitholders of record for approximately ~~81,000~~116,000 beneficial owners, and (ii) ~~378~~368 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, 2022, 2021 and 2020, ~~2019 and 2018.~~

except as previously disclosed in a Current Report on Form 8-K dated July 1, 2022.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Each quarter, ~~since the third quarter of 2011,~~ AB ~~has implemented plans~~considers whether to implement a plan to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Exchange Act. ~~The~~We did not, however, adopt a plan ~~adopted~~ during the fourth quarter of ~~2020 expired at the close of business on February 10, 2021.~~2022. AB may adopt additional plans in the future to engage in open-market purchases of AB Holding Units to help fund anticipated obligations under the firm’s incentive compensation award program and for other corporate purposes. For additional information about Rule 10b5-1 plans, see “Units Outstanding” in Item 7.


30			AllianceBernstein

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Part II

AB Holding Units bought by us or one of our affiliates during the fourth quarter of ~~2020~~2022 are as follows:



Issuer Purchases of Equity Securities

~~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
10/1/22-10/31/22	—		$	—	—	—
11/1/22-11/30/22	—		—		—	—
12/1/22-12/31/22(1)	2,558,363		40.70		—	—
Total	2,558,363		$	40.70	—	—

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,~~2022, we purchased ~~2,221,913~~2,558,363 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,~~Neither we ~~purchased~~ ~~721,615~~nor our affiliates bought any 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~~

~~AB Units bought by us or one of our affiliates~~ during the fourth quarter of ~~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.~~

2022.


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Item 6.[~~Selected Financial Data~~Reserved]

~~Selected Consolidated Financial Data~~

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


32			AllianceBernstein

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

~~(2)~~ ~~Cash distributions per AB 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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Part II

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

Impact of COVID-19

~~General Economic Conditions~~

~~During the first quarter of 2020,~~AB continues to actively monitor COVID-19 ~~significantly impacted~~developments and their impact on our employees, business and operations. The aggregate extent to which COVID-19, including its impact on the global ~~economy. The impact has been profound, has continued through the fourth quarter~~economy, affects AB’s business, liquidity, results 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 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, somefinancial condition, will depend on future COVID-19 developments that 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 economic~~recovery;~~

•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,~~highly uncertain, including the ~~U.S., the U.K., Hong Kong, Shanghai, Singapore~~scope 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.

~~Table of Contents~~

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 (“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~~duration of COVID-19 and any ~~additional declines~~recovery period, the emergence, spread and seriousness of COVID-19 variants, the continuing prevalence of severe, unconstrained and/or escalating rates of infection and hospitalization in various countries and regions, the ~~financial markets could~~availability, adoption and efficacy of treatments and vaccines, and future actions taken by governmental authorities, central banks and other parties in response to COVID-19. Further, we have ~~a significant adverse effect on~~benefited from certain of our ~~AUM~~adjusted operating expenses declining significantly due to COVID-19, generally owing to depressed levels of travel and ~~revenues, particularly if economic activity does~~entertainment and in-person client meetings, during both 2020 and 2021. While these costs started to return in 2022, results in 2022 did not ~~continue to recover. Although countries throughout~~reach historical levels; 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, theyprior-year savings are ~~still considered high and any reluctance~~not indicative of ~~consumers to resume spending will do long-term damage to the global economy, which would have an adverse effect on~~ our ~~business.~~future performance. Additionally, as most of our workforce iscontinues working ~~remotely,~~in a hybrid model, which includes the option of two remote days each week, we are mindful of increased risk related to cybersecurity, which could significantly disrupt our business functions.

Ultimately, the return to normal business and 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 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.~~(1)

Our total assets under management ("AUM") as of December 31, ~~2020~~2022 were ~~$685.9~~$646.4 billion, ~~up $63.0~~down $132.2 billion, or ~~10.1%~~17.0%, during ~~2020.~~2022. The ~~increase~~decrease was driven primarily by market ~~appreciation~~depreciation of ~~$65.4~~$140.4 billion ~~partially offset by~~and net outflows of ~~$2.6~~$3.6 billion ~~(due to Private Wealth Management net outflows of $2.0 billion and~~(reflecting Retail net outflows of ~~$1.6~~$11.6 billion, offset by Institutional net inflows of ~~$1.0~~$6.3 billion and Private Wealth Management net inflows of $1.7 billion)~~. Excluding AXA's redemption~~, offset by the addition of $12.2 billion due to the acquisition of CarVal Investors L.P. ("CarVal") in the third quarter. AXA S.A.("AXA") redeemed approximately $4.5 billion of low-fee fixed income and equity mandates in 2022. Going forward, any AXA-related redemptions or new sales (reflecting, for example, recent commitments by AXA to certain of ~~$11.8 billion, the firm generated net inflows~~our private alternative strategies) will be considered as part of ~~$9.2 billion in 2020.~~our normal course of business.

Institutional AUM ~~increased $32.9~~decreased $39.8 billion, or ~~11.6%~~11.8%, to ~~$315.6~~$297.3 billion during ~~2020,~~2022, primarily due to market ~~appreciation~~depreciation of ~~$30.5~~$57.8 billion, partially offset by the addition of $12.2 billion due to the acquisition of CarVal and net inflows of ~~$1.0~~$6.3 billion. Gross sales increased ~~$13.8~~$0.5 billion, from ~~$17.1~~$31.7 billion in ~~2019~~2021 to ~~$30.9~~$32.2 billion in ~~2020.~~2022. Redemptions and terminations decreased $10.1 billion, from $23.4 billion in 2021 to $13.3 billion in 2022. Institutional net inflows included $2.3 billion of AXA redemptions.

Retail AUM decreased $77.0 billion, or 24.1%, to $242.9 billion during 2022, primarily due to market depreciation of $65.5 billion and net outflows of $11.6 billion. Net outflows included $2.2 billion of AXA redemptions. Gross sales decreased $34.1 billion, from $100.0 billion in 2021 to $65.9 billion in 2022. Redemptions and terminations increased ~~$11.3~~$1.2 billion, from ~~$12.0~~$65.1 billion in ~~2019~~2021 to ~~$23.3~~$66.3 billion in ~~2020. Excluding AXA's redemption~~2022.

Private Wealth Management AUM decreased $15.4 billion, or 12.6%, to $106.2 billion during 2022, due to market depreciation of ~~low-fee fixed income mandates of $11.8~~$17.1 billion, ~~institutional~~offset by net inflows ~~were $12.8~~of $1.7 billion. Gross sales decreased $0.8 billion, from $18.3 billion in ~~2020.~~2021 to $17.5 billion in 2022. Redemptions and terminations increased $0.5 billion, from $15.3 billion in 2021 to $15.8 billion in 2022.

~~Retail AUM~~Bernstein Research Services ("BRS") revenue decreased $35.7 million, or 7.9%, in 2022. The decrease was driven by significantly lower customer trading activity in Europe and Asia due to local market conditions. In the fourth quarter of 2022, AB and Société Générale (EURONEXT: SCGLY, “SocGen”), a leading European bank, announced plans to form a joint venture combining their respective cash equities and research businesses. As a result, the BRS business has been classified as held for sale. For further discussion, see Note 24 Acquisitions and Divestitures to our consolidated financial statements in Item 8.

Our 2022 net revenues of $4.1 billion decreased $387.3 million, or 8.7%, compared to net revenues of $4.4 billion in the prior year. The decrease was primarily driven by lower base advisory fees of $123.6 million, higher investment losses of $101.8 million, lower performance-based fees of $99.9 million, lower distribution revenues of $45.0 million, lower Bernstein Research Services revenue of $35.7 million and lower shareholder servicing fees of $3.6 million, partially offset by higher net dividend and interest income of $21.6 million. Our operating expenses of $3.2 billion increased ~~$26.1 billion,~~$14.1 million, or ~~10.9%~~0.4%, compared to ~~$265.3 billion during 2020,~~the prior year. The increase was primarily due to ~~market appreciation~~higher general and administrative expenses of ~~$28.1 billion, partially~~$86.0 million, higher amortization of intangible assets of $20.9 million, higher interest on borrowings of $12.8 million and higher contingent payment arrangements of $3.9 million, offset by ~~net outflows~~lower promotion and servicing expenses of ~~$1.6 billion. Gross sales increased $3.6~~$60.1 million and lower employee compensation and benefits expenses of $49.4 million. Our operating income decreased $401.4 million, or 33.0%, to $0.8 billion from ~~$75.3~~$1.2 billion in ~~2019~~2021 and our operating margin decreased to ~~$78.9~~21.5% in 2022 from 27.3% in 2021.

1 Percentage change figures are calculated using assets under management rounded to the nearest million, while financial statement amounts are rounded to the nearest hundred thousand.


2022 Annual Report			33

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Part II

billion in 2020. Redemptions and terminations increased $25.5 billion, from $44.0 billion in 2019 to $69.5 billion in 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 $4.0 billion, or 3.9%, to $105.0 billion during 2020, primarily due to market appreciation of $6.8 billion, partially offset by net outflows of $2.0 billion. Gross sales increased $3.0 billion, from $11.3 billion in 2019 to $14.3 billion in 2020. Redemptions and terminations increased $4.1 billion, from $12.4 billion in 2019 to $16.5 billion in 2020.

Bernstein Research Services revenue increased $51.8 million, or 12.7%, in 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 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 corresponding effect on Bernstein Research services revenue. Furthermore, all of 2020 reflects the inclusion of revenues from our acquisition of Autonomous Research (~~"Autonomous"), which closed on April 1, 2019.~~

Our 2020 net revenues of $3.7 billion increased $190.1 million, or 5.4%, compared to the prior year's net revenues. The most significant contributors to the increase were higher base advisory fees of $90.4 million, higher distribution revenues of $74.7 million, higher Bernstein Research Services revenue of $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 $2.8 billion increased $106.1 million, or 3.9%, compared to the prior year's expenses. The increase primarily was due to higher promotion and servicing expenses of $63.6 million, higher employee compensation and benefits of $51.4 million and higher general and administrative expenses (including real estate charges) of $3.0 million, partially offset by lower amortization of intangible assets of $7.4 million and lower interest on borrowings of $6.9 million. Our operating income increased $84.0 million, or 10.2%, to $907.4 million from $823.4 million in 2019 and our operating margin increased from 22.6% in 2019 to 24.6% in 2020.

Market Environment

~~Despite 2020 being a year marked by a global pandemic, record-breaking recession and unemployment levels, and a contentious U.S. presidential election,~~While equity markets ~~closed~~were positive in the ~~year~~fourth quarter of 2022, with ~~solid gains. The~~the S&P 500 Index ("S&P") and Dow Jones Industrial Average both registering gains, both indexes declined for the full year ended December 31, 2022. The S&P declined 18.1% for the full year, while the Nasdaq declined by 33.1% and ~~Nasdaq each rallied~~was down 8.7% in December. Inflation remains the dominant issue for ~~most~~U.S. markets, fueling consumer concerns of ~~the fourth quarter, finishing the year in positive territory. In~~a potential recession. While the U.S., consumer has been largely resilient so far, higher interest rates have weighed on home building, trade and business investments. Despite signs that the presidential election passed with a market-friendly outcome, the distribution of multiple COVID-19 vaccines was initiated and the unemployment rate 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 small business aid. However, even with the increasing likelihood of COVID-19 vaccines potentially boosting activity in 2021, significant slack in the economy and labor market byand inflation are easing, the ~~end of this year are likely. As a result, the U.S.~~ Federal Reserve ~~will likely keep~~has maintained its aggressive stance on monetary policy. At its December meeting, the Federal Reserve increased interest rates ~~near zero as the economy improves.~~

and indicated that, while future rate increases are likely to be less severe, they continue to be needed.

In the U.K., ~~COVID-19~~the new prime minister reversed the tax cuts introduced by his predecessor and added some tax increases. These actions calmed the market and reduced the pressure on mortgage rates. However, monetary tightening, steep energy prices and supply-side constraints from Brexit ~~uncertainty resulted~~create a challenging outlook for consumers.

In China, key watch-points include the property market and overall growth in the ~~worst performing year~~economy. The Chinese government has announced new support measures, but it is unclear whether these measures will be sufficient to re-create historical growth patterns.

Relationship with EQH and its Subsidiaries

EQH (our parent company) and its subsidiaries are our largest client. EQH is collaborating with AB in order to improve the risk-adjusted yield for ~~its equity market since~~ the ~~2008 financial crisis. However, with~~General Accounts of EQH's insurance subsidiaries by investing additional assets at AB, including the utilization of AB's higher-fee, longer-duration alternative offerings. Equitable Financial Life Insurance Company, a ~~Brexit deal reached~~subsidiary of EQH ("Equitable Financial"), has agreed to provide $10 billion in ~~the final days~~permanent capital2 to build out AB's private illiquid offerings, including private alternatives and private placements. Deployment of ~~2020 between the U.K.~~this capital commitment is more than 50% completed 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 ~~likely to keep rates on hold during the recovery phase. In China, the economy has returned to almost pre-pandemic output levels. Chinese efforts to re-center the economy on a consumer-led model are~~ expected to continue ~~and fiscal policy~~over approximately the next two years. We expect this anticipated capital from Equitable Financial will likely remain supportive through 2021. More stimulus may be announced in the first quarter of 2021 as the government continues to support consumption. While the economic outlook for China in 2021 appears positive, one big unknown is the future of the relationship between China and the new U.S. administration.

~~MiFID II~~

In Europe, MiFID II, which became effective on January 3, 2018, has made significant modifications to the manner in which European broker-dealers can be compensated for research. These modifications are believed to have significantly reduced the overall research spend by European buy-side firms, which has decreased the revenues we derive from our European clients. Our European clients may continue to ~~reduce their research budgets, which could result in a significant decline~~accelerate both organic and inorganic growth in our ~~sell-side revenues.~~

~~Also, while MiFID II~~private alternatives business, allowing us to continue to deliver for our clients, employees, unitholders and other stakeholders. For example, included in this $10 billion commitment by EQH is not applicable to firms operating outside of Europe, competitive and client pressures may force buy-side firms operating outside of 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$750 million in an additional significant decline in 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 and decrease our operating income.

~~Table of Contents~~

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

~~Equitable Holdings IPO~~

~~During the second quarter of 2018, AXA S.A. ("AXA")~~ ~~completed the sale of a minority stake in Equitable Holdings, Inc. (“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 cannot at this time predict the full impact on AB of this transaction, such impact has included a reduction in the support AXA provided to AB in the past with respect to AB's investment management business, resulting in a modest decrease in our revenues and ability to initiate new investment services. Also, AB relies on AXA, including its subsidiary, AXA Business Services, for several significant services and AB has benefited from its affiliation with AXA in certain common vendor relationships. Some of these arrangements have changed, and others are expected to change, with 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 expectedcapital to be ~~completed during the first half of 2021. The revenue we earn from the management of these assets is not significant.~~deployed through AB CarVal.

Relocation Strategy

~~On May 2, 2018,~~As previously announced, we ~~announced that we would establish~~have established our corporate headquarters in ~~and relocate approximately 1,050 jobs located in the New York metro 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.TN, at 501 Commerce Street. Our Nashville headquarters ~~will house~~houses Finance, IT, Operations, Legal, Compliance, Internal Audit, Human Capital, and Sales and ~~Marketing.~~Marketing, and at year-end 2022 we had 1,079 employees in Nashville. We ~~have been actively relocating jobs and~~ expect ~~this transition~~ to ~~take several years.~~reach a total of 1,250 employees in Nashville by the end of 2024. We will continue to maintain a principal location in New York City, which ~~will house~~houses our Portfolio Management, Sell-Side Research and Trading, and New York-based Private Wealth Management businesses.

We believe relocating our corporate headquarters to Nashville ~~will afford~~affords us the opportunity to provide an improved quality of life alternative for our employees and ~~enable~~enables us to attract and recruit new talented employees to a highly desirable location while improving the long-term cost structure of the firm.

During the transition period, which began in 2018 and is expected to continue through 2024, we currently estimate that we will incur transition costs of ~~approximately~~between $145 million to $155 ~~million, which is less than our previous estimate of $155 million to $165~~ million. These costs include employee relocation, severance, recruitment, and overlapping compensation and occupancy costs. Over this same period, we expect to realize total expense savings of ~~approximately~~between $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.~~million. However, we did incur some transition costs before we began to realize expense savings. For the period beginning in 2018 and ending in ~~2020,~~the fourth quarter of 2022, we incurred ~~$70~~$120 million of cumulative transition costs compared to ~~$46~~$132 million of cumulative savings. In ~~2020,~~addition, we incurred $24 million of transition costs for the twelve months ended December 31, 2022, compared to $43 million of expense savings, ~~of $30 million were greater than transition costs of $26 million,~~ resulting in aan overall net ~~increase~~savings of ~~$0.01 in~~$19 million for the period. In 2022, our net income per unit (("~~“EPU”~~EPU")~~. We currently anticipate an~~ increased $0.07 as a result of our relocation strategy, which compares to the $0.06 EPU increase that occurred in ~~2021 of approximately $0.02 and~~2021. We also expect to achieve ~~increasing~~ EPU accretion in each ~~year thereafter.~~future year. Beginning in 2025, once the transition period has been completed, we estimate ongoing annual expense savings ~~towards the upper end~~ of ~~the range of~~approximately $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 based ~~upon~~on our current assumptions of employee relocation costs, severance, and overlapping compensation and occupancy costs. In addition, our estimates for both the timing of when we incur transition costs and realize the related expense savings are based on our current relocation implementation plan and the timing for execution of each phase. The actual total charges we eventually record, the related expense savings we realize, and the timing of EPU impact may differ from our current estimates as we implement each phase of our headquarters relocation.

2Permanent capital means investment capital of indefinite duration, which may be withdrawn under certain conditions. Although Equitable Financial has indicated its intention over time to provide this investment capital to AB, which is mutually beneficial to both firms, it has no binding commitment to do so.


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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 expenses and utilities) over the 15-year initial lease term is $134 million.

~~Table of Contents~~

Although we have presented many of our transition costs and annual expense savings with numerical specificity, and we believe 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 targets may not be achieved. Accordingly, the expenses we actually incur and the savings we actually realize may differ from our targets, particularly if actual events adversely differ from one or more of our key assumptions. The transition costs and expense savings, together with their underlying assumptions, are Forward-Looking Statements and can be affected by any of the factors discussed in ~~“Risk~~“Risk Factors” and ~~“Cautions~~“Cautions Regarding Forward-Looking Statements” in this 2022 10-K. We strongly caution investors not to place undue reliance on any of these assumptions or our 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.

~~Table of Contents~~

Assets Under Management

Assets under management by distribution channel are as follows:


		As of December 31,						% Change					As of December 31									% Change
		2020		2019		2018		2020-19		2019-18			2022			2021			2020			2022-21		2021-20
		(in billions)											(in billions)
Institutions	Institutions	$	315.6	$	282.7	$	246.3	11.6	%	14.8	%	Institutions		$	297.3		$	337.1		$	315.6	(11.8	%)	6.8	%
Retail	Retail	265.3		239.2		180.8		10.9		32.3		Retail		242.9			319.9			265.3		(24.1)		20.6
Private Wealth Management	Private Wealth Management	105.0		101.0		89.3		3.9		13.2		Private Wealth Management		106.2			121.6			105.0		(12.6)		15.8
Total	Total	$	685.9	$	622.9	$	516.4	10.1		20.6		Total		$	646.4		$	778.6		$	685.9	(17.0)		13.5

Assets under management by investment service are as follows:

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


	As of December 31									% Change
	2022			2021			2020			2022-21		2021-20
	(in billions)
Equity
Actively Managed		$	217.9		$	287.6		$	217.8	(24.2	%)	32.1	%
Passively Managed(1)		53.8			71.6			64.5		(24.8)		10.9
Total Equity		271.7			359.2			282.3		(24.3)		27.2
Fixed Income
Actively Managed
Taxable		190.3			246.3			263.2		(22.8)		(6.4)
Tax–exempt		52.5			57.1			50.3		(7.9)		13.6
Total		242.8			303.4			313.5		(20.0)		(3.2)
Passively Managed(1)		9.4			13.2			8.5		(28.9)		55.3
Total Fixed Income		252.2			316.6			322.0		(20.3)		(1.7)
Alternatives/Multi-Asset Solutions(2)
Actively Managed		115.8			97.3			79.1		19.1		23.0
Passively Managed(1)		6.7			5.5			2.5		21.5		116.6
Total Alternatives/Multi-Asset Solutions		122.5			102.8			81.6		19.2		25.9
Total		$	646.4		$	778.6		$	685.9	(17.0	%)	13.5	%

(1)Includes index and enhanced index services.

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


2022 Annual Report			35

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Changes in assets under management during ~~2020~~2022 and ~~2019~~2021 are as follows:

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


	Distribution Channel
	Institutions			Retail			Private Wealth Management			Total
	(in billions)
Balance as of December 31, 2021		$	337.1		$	319.9		$	121.6		$	778.6
Long-term flows:
Sales/new accounts		32.2			65.9			17.5			115.6
Redemptions/terminations		(13.3)			(66.3)			(15.8)			(95.4)
Cash flow/unreinvested dividends		(12.6)			(11.2)			—			(23.8)
Net long-term inflows (outflows)(1)		6.3			(11.6)			1.7			(3.6)
Adjustments(2)		(0.4)			—			—			(0.4)
Acquisition(3)		12.2			—			—			12.2
Transfers		(0.1)			0.1			—			—
Market depreciation		(57.8)			(65.5)			(17.1)			(140.4)
Net change		(39.8)			(77.0)			(15.4)			(132.2)
Balance as of December 31, 2022		$	297.3		$	242.9		$	106.2		$	646.4

Balance as of December 31, 2020		$	315.6		$	265.3		$	105.0		$	685.9
Long-term flows:
Sales/new accounts		31.7			100.0			18.3			150.0
Redemptions/terminations		(23.4)			(65.1)			(15.3)			(103.8)
Cash flow/unreinvested dividends		(6.0)			(14.1)			—			(20.1)
Net long-term inflows(1)		2.3			20.8			3.0			26.1

Transfers		(0.2)			0.2			—			—
Market appreciation		19.4			33.6			13.6			66.6
Net change		21.5			54.6			16.6			92.7
Balance as of December 31, 2021		$	337.1		$	319.9		$	121.6		$	778.6

(1)~~Approximately $900 million~~Net flows include $4.5 billion and $1.3 billion of ~~non-investment management fee earning taxable~~AXA redemptions for 2022 and ~~tax-exempt money market assets~~2021, respectively.

~~were~~(2)Approximately $0.4 billion of Institutional AUM was removed from our total assets under management during the second quarter of ~~2019.~~2022 due to a change in the fee structure.

~~(2)~~(3)~~Institutional net flows for 2020 include $11.8~~The CarVal acquisition added approximately $12.2 billion of ~~AXA redemptions~~Institutional AUM in the third quarter of ~~certain low-fee fixed income mandates.~~2022.


36			AllianceBernstein

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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


	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, 2021		$	287.6		$	71.6		$	246.3		$	57.1		$	13.2		$	102.8		$	778.6
Long-term flows:
Sales/new accounts		46.0			1.8			25.5			16.0			(0.1)			26.4			115.6
Redemptions/terminations		(39.0)			(3.1)			(32.6)			(15.0)			(1.5)			(4.2)			(95.4)
Cash flow/unreinvested dividends		(9.7)			(4.0)			(10.8)			(0.4)			0.3			0.8			(23.8)
Net long-term (outflows) inflows(3)		(2.7)			(5.3)			(17.9)			0.6			(1.3)			23.0			(3.6)
Adjustments(4)		—			—			—			—			—			(0.4)			(0.4)
Acquisition(5)		—			—			—			—			—			12.2			12.2

Market (depreciation)		(67.0)			(12.5)			(38.1)			(5.2)			(2.5)			(15.1)			(140.4)
Net change		(69.7)			(17.8)			(56.0)			(4.6)			(3.8)			19.7			(132.2)
Balance as of December 31, 2022		$	217.9		$	53.8		$	190.3		$	52.5		$	9.4		$	122.5		$	646.4

Balance as of December 31, 2020		$	217.8		$	64.5		$	263.2		$	50.3		$	8.5		$	81.6		$	685.9
Long-term flows:
Sales/new accounts		72.9			1.4			44.9			13.5			4.6			12.7			150.0
Redemptions/terminations		(39.6)			(1.1)			(52.6)			(7.8)			(0.4)			(2.3)			(103.8)
Cash flow/unreinvested dividends		(11.4)			(7.8)			(2.2)			0.3			0.8			0.2			(20.1)
Net long-term inflows (outflows)(3)		21.9			(7.5)			(9.9)			6.0			5.0			10.6			26.1

Market appreciation (depreciation)		47.9			14.6			(7.0)			0.8			(0.3)			10.6			66.6
Net change		69.8			7.1			(16.9)			6.8			4.7			21.2			92.7
Balance as of December 31, 2021		$	287.6		$	71.6		$	246.3		$	57.1		$	13.2		$	102.8		$	778.6

(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~~Net flows ~~for 2020~~ include ~~$11.8~~$4.5 billion and $1.3 billion of AXA redemptions ~~of certain low-fee fixed income mandates.~~for 2022 and 2021, respectively.

(4)Approximately ~~$900 million~~$0.4 billion of ~~non-investment management fee earning taxable and tax-exempt money market assets~~

~~were~~Institutional AUM was removed from our total assets under management during the second quarter of ~~2019.~~2022 due to a change in the fee structure.

(5)The CarVal acquisition added approximately $12.2 billion of Institutional AUM in the third quarter of 2022.


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Net long-term (outflows) inflows ~~(outflows)~~ for actively managed investment services as compared to passively managed investment services during ~~2020~~2022 and ~~2019~~2021 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
	2022			2021
	(in billions)
Actively Managed
Equity		$	(2.7)		$	21.9
Fixed Income		(17.3)			(3.9)
Alternatives/Multi- Asset Solutions		20.9			8.3
Total		0.9			26.3

Passively Managed
Equity		(5.3)			(7.5)
Fixed Income		(1.3)			5.0
Alternatives/Multi- Asset Solutions		2.1			2.3
Total		(4.5)			(0.2)

Total net long-term (outflows) inflows		$	(3.6)		$	26.1

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

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


	Years Ended December 31									% Change
	2022			2021			2020			2022-21		2021-20
	(in billions)
Distribution Channel:
Institutions		$	308.4		$	325.7		$	285.9	(5.3	%)	13.9	%
Retail		267.8			291.0			236.5		(8.0)		23.0
Private Wealth Management		110.3			114.1			97.1		(3.3)		17.5
Total		$	686.5		$	730.8		$	619.5	(6.1)		18.0
Investment Service:
Equity Actively Managed		$	239.7		$	252.2		$	179.8	(4.9)		40.2
Equity Passively Managed(1)		60.4			68.7			57.1		(12.1)		20.5
Fixed Income Actively Managed – Taxable		210.0			253.1			254.4		(17.1)		(0.5)
Fixed Income Actively Managed – Tax-exempt		54.1			53.8			47.9		0.6		12.3
Fixed Income Passively Managed(1)		11.5			9.6			9.4		20.2		1.4
Alternatives/Multi-Asset Solutions(2)		110.8			93.4			70.9		18.6		31.7
Total		$	686.5		$	730.8		$	619.5	(6.1)		18.0

(1)Includes index and enhanced index services.

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


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During ~~2020,~~2022, our Institutional channel average AUM of ~~$285.9~~$308.4 billion ~~increased $20.5~~decreased $17.3 billion, or ~~7.7%~~5.3%, compared to ~~2019,~~2021, primarily due to this AUM decreasing $39.8 billion, or 11.8%, to $297.3 billion from December 31, 2021. The $39.8 billion decrease in AUM resulted primarily from market depreciation of $57.8 billion, partially offset by an addition of $12.2 billion due to the acquisition of CarVal and net inflows of $6.3 billion. During 2021, our Institutional channel average AUM of $325.7 billion increased $39.8 billion, or 13.9%, compared to 2020, primarily due to this AUM increasing ~~$32.9~~$21.5 billion, or ~~11.6%~~6.8%, to ~~$315.6~~$337.1 billion ~~over the last twelve months.~~during 2021. The ~~$32.9~~$21.5 billion increase in AUM resulted primarily from market appreciation of ~~$30.5~~$19.4 billion and net inflows of ~~$1.0~~$2.3 billion.

During ~~2019,~~2022, our ~~Institutional~~Retail channel average AUM of ~~$265.4~~$267.8 billion ~~increased $7.3~~decreased $23.2 billion, or ~~2.8%~~8.0%, compared to ~~2018,~~2021, primarily due to this AUM decreasing $77.0 billion, or 24.1%, to $242.9 billion from December 31, 2021. The $77.0 billion decrease in AUM resulted primarily from market depreciation of $65.5 billion and net outflows of $11.6 billion. During 2021, our Retail channel average AUM of $291.0 billion increased $54.5 billion, or 23.0%, compared to 2020, primarily due to this AUM increasing ~~$36.4~~$54.6 billion, or ~~14.8%~~20.6%, to ~~$282.7~~$319.9 billion during ~~2019.~~2021. The ~~$36.4 billion increase in AUM resulted from market appreciation of $34.0 billion and net inflows of $2.4 billion.~~

~~Table of Contents~~

During 2020, our Retail channel average AUM of $236.5 billion increased $24.2 billion, or 11.4%, compared to 2019, primarily due to this AUM increasing $26.1 billion, or 10.9%, to $265.3 billion over the last twelve months. The $26.1$54.6 billion increase in AUM resulted primarily from market appreciation of ~~$28.1~~$33.6 billion ~~partially offset by~~and net ~~outflows~~inflows of ~~$1.6~~$20.8 billion.

During ~~2019,~~2022, our ~~Retail~~Private Wealth Management channel average AUM of ~~$212.3~~$110.3 billion ~~increased $20.5~~decreased $3.8 billion, or ~~10.7%~~3.3%, compared to ~~2018,~~2021, primarily due to this AUM decreasing $15.4 billion, or 12.6%, to $106.2 billion from December 31, 2021. The $15.4 billion decrease in AUM resulted from market depreciation of $17.1 billion, offset by net inflows of $1.7 billion. During 2021, our Private Wealth Management channel average AUM of $114.1 billion increased $17.0 billion, or 17.5%, compared to 2020, primarily due to this AUM increasing ~~$58.4~~$16.6 billion, or ~~32.3%~~15.8%, to ~~$239.2~~$121.6 billion during ~~2019.~~2021. The ~~$58.4~~$16.6 billion increase in AUM resulted primarily from market appreciation of ~~$34.5~~$13.6 billion and net inflows of ~~$23.8~~$3.0 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 $13.7 billion, partially offset by net outflows of $1.0 billion and an adjustment of $0.9 billion in the second quarter of 2019 relating to the removal of non-investment management fee earning assets.

Absolute investment composite returns, gross of fees, and relative performance as of December 31, ~~2020~~2022 compared to benchmarks for certain representative Institutional equity and fixed income services are as follows:


		1-Year		3-Year		5-Year
									1-Year	3-Year(1)	5-Year(1)
Global High Income - Hedged (fixed income)	Global High Income - Hedged (fixed income)							Global High Income - Hedged (fixed income)
Absolute return	Absolute return	3.6	%	4.7	%	7.8	%	Absolute return	(11.1%)	(1.2%)	1.3%
Relative return (vs. Bloomberg Barclays Global High Yield Index - Hedged)	Relative return (vs. Bloomberg Barclays Global High Yield Index - Hedged)	(2.1)		(0.6)		(0.1)		Relative return (vs. Bloomberg Barclays Global High Yield Index - Hedged)	(0.1)	—	0.1
Global Plus - Hedged (fixed income)	Global Plus - Hedged (fixed income)							Global Plus - Hedged (fixed income)
Absolute return	Absolute return	5.9		5.3		5.1		Absolute return	(11.6)	(2.3)	0.5
Relative return (vs. Bloomberg Barclays Global Aggregate Index - Hedged)	Relative return (vs. Bloomberg Barclays Global Aggregate Index - Hedged)	0.3		0.1		0.6		Relative return (vs. Bloomberg Barclays Global Aggregate Index - Hedged)	(0.4)	0.3	0.2
Intermediate Municipal Bonds (fixed income)	Intermediate Municipal Bonds (fixed income)							Intermediate Municipal Bonds (fixed income)
Absolute return	Absolute return	4.3		3.9		3.1		Absolute return	(5.2)	0.2	1.6
Relative return (vs. Lipper Short/Int. Blended Muni Fund Avg)	Relative return (vs. Lipper Short/Int. Blended Muni Fund Avg)	0.9		0.8		0.7		Relative return (vs. Lipper Short/Int. Blended Muni Fund Avg)	0.2	0.7
U.S. Strategic Core Plus (fixed income)	U.S. Strategic Core Plus (fixed income)							U.S. Strategic Core Plus (fixed income)
Absolute return	Absolute return	8.0		5.7		5.3		Absolute return	(13.3)	(2.3)	0.4
Relative return (vs. Bloomberg Barclays U.S. Aggregate Index)	Relative return (vs. Bloomberg Barclays U.S. Aggregate Index)	0.5		0.4		0.8		Relative return (vs. Bloomberg Barclays U.S. Aggregate Index)	(0.3)	0.4
Emerging Market Debt (fixed income)	Emerging Market Debt (fixed income)							Emerging Market Debt (fixed income)
Absolute return	Absolute return	8.3		5.3		8.1		Absolute return	(18.4)	(4.7)	(1.4)
Relative return (vs. JPM EMBI Global/JPM EMBI)	Relative return (vs. JPM EMBI Global/JPM EMBI)	2.4		0.3		1.2		Relative return (vs. JPM EMBI Global/JPM EMBI)	(1.9)	(0.2)	(0.4)
Sustainable Global Thematic	Sustainable Global Thematic							Sustainable Global Thematic
Absolute return	Absolute return	40.9		19.0		18.3		Absolute return	(26.5)	8.6	8.9
Relative return (vs. MSCI ACWI Index)	Relative return (vs. MSCI ACWI Index)	24.6		8.9		6.1		Relative return (vs. MSCI ACWI Index)	(8.1)	4.6	3.7
International Strategic Core Equity
Absolute return		6.9		5.5		8.3
Relative return (vs. MSCI EAFE Index)		(0.9)		1.2		0.9


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		1-Year	3-Year	5-Year		1-Year	3-Year(1)	5-Year(1)
International Strategic Core Equity					International Strategic Core Equity
Absolute return					Absolute return	(13.9)	0.7	2.3
Relative return (vs. MSCI EAFE Index)					Relative return (vs. MSCI EAFE Index)	0.6	(0.2)	0.8
U.S. Small & Mid Cap Value	U.S. Small & Mid Cap Value				U.S. Small & Mid Cap Value
Absolute return	Absolute return	4.6	2.8	9.3	Absolute return	(15.2)	6.7	4.8
Relative return (vs. Russell 2500 Value Index)	Relative return (vs. Russell 2500 Value Index)	(0.3)	(1.6)	(0.1)	Relative return (vs. Russell 2500 Value Index)	(2.1)	1.5	—
U.S. Strategic Value	U.S. Strategic Value				U.S. Strategic Value
Absolute return	Absolute return	1.8	2.0	6.4	Absolute return	(6.1)	7.0	5.0
Relative return (vs. Russell 1000 Value Index)	Relative return (vs. Russell 1000 Value Index)	(1.0)	(4.0)	(3.3)	Relative return (vs. Russell 1000 Value Index)	1.4	1.0	(1.6)
U.S. Small Cap Growth	U.S. Small Cap Growth				U.S. Small Cap Growth
Absolute return	Absolute return	55.6	28.8	25.6	Absolute return	(38.4)	2.0	7.8
Relative return (vs. Russell 2000 Growth Index)	Relative return (vs. Russell 2000 Growth Index)	20.9	12.6	9.3	Relative return (vs. Russell 2000 Growth Index)	(12.0)	1.3	4.3
U.S. Large Cap Growth	U.S. Large Cap Growth				U.S. Large Cap Growth
Absolute return	Absolute return	35.4	23.4	21.0	Absolute return	(28.3)	7.9	11.8
Relative return (vs. Russell 1000 Growth Index)	Relative return (vs. Russell 1000 Growth Index)	(3.1)	0.4	—	Relative return (vs. Russell 1000 Growth Index)	0.8	0.1	0.8
U.S. Small & Mid Cap Growth	U.S. Small & Mid Cap Growth				U.S. Small & Mid Cap Growth
Absolute return	Absolute return	54.0	25.1	22.5	Absolute return	(35.5)	3.6	7.1
Relative return (vs. Russell 2500 Growth Index)	Relative return (vs. Russell 2500 Growth Index)	13.5	5.2	3.8	Relative return (vs. Russell 2500 Growth Index)	(9.3)	0.7	1.2
Concentrated U.S. Growth	Concentrated U.S. Growth				Concentrated U.S. Growth
Absolute return	Absolute return	21.6	20.5	18.4	Absolute return	(23.3)	7.3	12.2
Relative return (vs. S&P 500 Index)	Relative return (vs. S&P 500 Index)	3.2	6.3	3.2	Relative return (vs. S&P 500 Index)	(5.2)	(0.3)	2.8
Select U.S. Equity	Select U.S. Equity				Select U.S. Equity
Absolute return	Absolute return	16.5	13.4	14.7	Absolute return	(13.0)	10.0	10.7
Relative return (vs. S&P 500 Index)	Relative return (vs. S&P 500 Index)	(1.9)	(0.8)	(0.6)	Relative return (vs. S&P 500 Index)	5.1	2.3	1.3
Strategic Equities	Strategic Equities				Strategic Equities
Absolute return	Absolute return	18.2	13.6	14.2	Absolute return	(19.8)	5.9	7.5
Relative return (vs. Russell 3000 Index)	Relative return (vs. Russell 3000 Index)	(2.6)	(0.8)	(1.2)	Relative return (vs. Russell 3000 Index)	(0.6)	(1.2)
Global Core Equity	Global Core Equity				Global Core Equity
Absolute return	Absolute return	11.2	11.1	13.5	Absolute return	(19.5)	2.2	5.6
Relative return (vs. MSCI ACWI Index)	Relative return (vs. MSCI ACWI Index)	(5.0)	1.0	1.2	Relative return (vs. MSCI ACWI Index)	(1.2)	(1.8)	0.4
U.S. Strategic Core Equity	U.S. Strategic Core Equity				U.S. Strategic Core Equity
Absolute return	Absolute return	8.2	12.0	12.5	Absolute return	(9.4)	7.1	9.8
Relative return (vs. S&P 500 Index)	Relative return (vs. S&P 500 Index)	(10.2)	(2.1)	(2.7)	Relative return (vs. S&P 500 Index)	8.7	(0.6)	0.4
Select U.S. Equity Long/Short	Select U.S. Equity Long/Short				Select U.S. Equity Long/Short
Absolute return	Absolute return	11.6	9.7	10.0	Absolute return	(8.6)	6.8	7.6
Relative return (vs. S&P 500 Index)	Relative return (vs. S&P 500 Index)	(6.8)	(4.4)	(5.2)	Relative return (vs. S&P 500 Index)	9.5	(0.9)	(1.8)
Global Strategic Core Equity					Global Strategic Core Equity
Absolute return					Absolute return	(10.7)	5.0	7.3
Relative return (vs. S&P 500 Index)					Relative return (vs. S&P 500 Index)	7.5	—	1.2

(1)Reflects annualized returns.


40			AllianceBernstein

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Consolidated Results of Operations

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 %


	Years Ended December 31										% Change
	2022				2021			2020			2022-21		2021-20
	(in thousands, except per unit amounts)
Net revenues		$	4,054,290		$	4,441,602		$	3,708,536		(8.7)	%	19.8	%
Expenses		3,239,194			3,225,140			2,801,100			0.4		15.1
Operating income		815,096			1,216,462			907,436			(33.0)		34.1
Income taxes		39,639			62,728			45,653			(36.8)		37.4
Net income		775,457			1,153,734			861,783			(32.8)		33.9
Net (loss) income of consolidated entities attributable to non-controlling interests		(56,356)			5,111			(4,169)			n/m		n/m
Net income attributable to AB Unitholders		$	831,813		$	1,148,623		$	865,952		(27.6)		32.6
Diluted net income per AB Unit		$	3.01		$	4.18		$	3.19		(28.0)		31.0
Distributions per AB Unit		$	3.26		$	4.19		$	3.20		(22.2)		30.9
Operating margin(1)		21.5		%	27.3		%	24.6		%

(1)Operating income excluding net (loss) 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, ~~2020 increased $113.9~~2022 decreased $316.8 million from the year ended December 31, ~~2019.~~2021. The decrease primarily is due to (in millions):


Lower base advisory fees	$	(123.6)
Higher investment losses	(101.8)
Lower performance-based fees	(99.9)
Higher general and administrative expenses	(86.0)
Lower distribution revenues	(45.0)
Lower Bernstein Research Services revenue	(35.7)
Lower promotion and servicing expenses	60.1
Higher net loss of consolidated entities attributable to non-controlling interest	61.5
Lower employee compensation and benefits	49.4
Other	4.2
	$	(316.8)

Net income attributable to AB Unitholders for the year ended December 31, 2021 increased $282.7 million from the year ended December 31, 2020. The increase primarily iswas due to (in millions):


Higher base advisory fees	$	~~90.4~~486.6
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~~122.5
Higher performance-based fees	~~33.0~~112.5
~~Lower amortization of intangible assets~~Higher employee compensation and benefits	~~7.4~~
~~Lower interest on borrowings~~	~~6.9~~ (221.8)
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)~~(153.5)
Higher general and administrative expenses ~~(including real estate charges)~~	~~(3.0)~~(64.5)
Other	0.9
	$	~~113.9~~282.7

~~Table of Contents~~

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


~~Higher employee compensation and benefits~~2022 Annual Report			$41

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	~~(64.0)~~
~~Higher promotion and servicing expenses~~		~~(51.7)~~
~~Higher general and administrative expenses (including real estate charges)~~		~~(31.9)~~		Units Outstanding
~~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)~~

~~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 to repurchase AB Holding Units on our behalf in accordance with the terms and 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~~There was no plan adopted during the fourth quarter of ~~2020 expired at the close of business on February 10, 2021.~~2022. 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,” “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 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.


42			AllianceBernstein

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Years Ended December 31,
2020 2019 2018
(in thousands)
Net revenues, US GAAP basis $ 3,708,536 $ 3,518,432 $ 3,367,361
Adjustments:
Distribution-related adjustments:
Distribution revenues (529,781) (455,043) (418,562)
Investment advisory services fees (66,858) (47,951) (29,967)
Pass through adjustments:
Investment advisory services fees (18,279) (20,914) (4,395)
Other revenues (39,333) (35,926) (35,824)
Impact of consolidated company-sponsored funds 954 (33,044) (38,142)
Long-term incentive compensation-related investment gains and dividend and interest (6,772) (8,939) 3,509
Write-down on investment 859 — 3,733
Impact of adoption of revenue recognition standard ASC 606 — — 77,844
Other — — 47
Adjusted net revenues $ 3,049,326 $ 2,916,615 $ 2,925,604
Operating income, US GAAP basis $ 907,436 $ 823,437 $ 825,314
Adjustments:
Real estate 2,880 2,623 7,160
Long-term incentive compensation-related items (83) 1,217 3,064
CEO's EQH award compensation 802 1,125 —
Write-down of investment 859 — 3,733
Acquisition-related expenses 3,301 6,734 1,924
Contingent payment arrangements (1,366) (3,051) (2,429)
Impact of adoption of revenue recognition standard ASC 606 — — 35,156
Other — — 47
Sub-total of non-GAAP adjustments 6,393 8,648 48,655
Less: Net (loss) income of consolidated entities attributable to non-controlling interests (4,169) 29,641 21,910
Adjusted operating income 917,998 802,444 852,059
Adjusted income taxes 46,176 40,684 47,289
Adjusted net income $ 871,822 $ 761,760 $ 804,770
Diluted net income per AB Unit, GAAP basis $ 3.19 $ 2.78 $ 2.78
Impact of non-GAAP adjustments 0.02 0.03 0.18
Adjusted diluted net income per AB Unit $ 3.21 $ 2.81 $ 2.96
Adjusted operating margin 30.1 % 27.5 % 29.1 %

Adjusted operating income for the year ended December 31, 2020 increased $115.6 million, or 14.4%, from the year ended December 31, 2019, primarily due to higher investment advisory base fees of $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 $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 $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 $8.2 million.


	Years Ended December 31
	2022			2021			2020
	(in thousands)
Net revenues, US GAAP basis		$	4,054,290		$	4,441,602		$	3,708,536
Adjustments:
Distribution-related adjustments:
Distribution revenues		(607,195)			(652,240)			(529,781)
Investment advisory services fees		(57,139)			(90,242)			(66,858)
Pass-through adjustments:
Investment advisory services fees		(65,116)			(40,628)			(18,279)
Other revenues		(38,959)			(37,209)			(39,333)
Impact of consolidated company-sponsored funds		57,436			(6,933)			954
Incentive compensation-related items		(7,083)			(6,694)			(6,772)
Write-down of investment		—			1,880			859


Adjusted net revenues		$	3,336,234		$	3,609,536		$	3,049,326
Operating income, US GAAP basis		$	815,096		$	1,216,462		$	907,436
Adjustments:
Real estate		(825)			(3,162)			2,880
Incentive compensation-related items		3,461			687			(83)
EQH award compensation		606			940			802
Write-down of investment		—			1,880			859
Acquisition-related expenses		72,503			2,614			1,935



Sub-total of non-GAAP adjustments		75,745			2,959			6,393
Less: Net (loss) income of consolidated entities attributable to non-controlling interests		(56,356)			5,111			(4,169)
Adjusted operating income		947,197			1,214,310			917,998
Adjusted income taxes		46,034			62,658			46,176
Adjusted net income		$	901,163		$	1,151,652		$	871,822
Diluted net income per AB Unit, GAAP basis		$	3.01		$	4.18		$	3.19
Impact of non-GAAP adjustments		0.25			0.02			0.02
Adjusted diluted net income per AB Unit		$	3.26		$	4.20		$	3.21
Operating margin, GAAP basis		21.5%			27.3%			24.6%
Impact of non-GAAP adjustments		6.9			6.3			5.5
Adjusted operating margin		28.4%			33.6%			30.1%

Adjusted operating income for the year ended December 31, ~~2019~~2022 decreased ~~$49.6~~$267.1 million, or ~~5.8%~~22.0%, from the year ended December 31, ~~2018,~~2021, primarily due to lower performance-based fees of ~~$99.3~~$130.9 million, lower investment advisory base fees of $99.1 million, lower Bernstein Research Services revenue of $35.7 million and higher general and administrative expenses of $32.3 million, partially offset by lower employee compensation and benefits expense of $58.4 million.

Adjusted operating income for the year ended December 31, 2021 increased $296.3 million, or 32.3%, from the year ended December 31, 2020, primarily due to higher investment advisory base fees of $460.9 million and higher performance-based fees of $91.7 million, partially offset by higher employee compensation and benefits expenses of $221.4 million and higher general and administrative expenses of $49.2 million.


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revenue of $31.5 million, higher general and administrative expenses of $29.3 million and higher employee compensation expenses (excluding the impact of long-term incentive compensation-related items) of $8.3 million, offset by higher investment advisory base fees of $95.5 million and higher investments gains and losses revenue of $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

Net Revenue, as adjusted, is reduced to exclude all of the company's distribution revenues, which are recorded as a separate line item on the consolidated statement of income, as well as a portion of investment advisory services fees received that is used to pay distribution 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 distribution revenues 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 that perform functions on behalf of our sponsored mutual funds and/or shareholders of these funds. 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 as these costs, over time, will offset such revenues.

We adjust investment advisory and services fees and other revenues for pass through costs, primarily related to our transfer agent and shareholder servicing fees. Also, we adjust for certain performance-based fees passed through to our investment advisors. These fees do not affect operating income, ~~but they do affect our operating margin. As~~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.

~~Also, adjusted~~Adjusted net revenues exclude investment gains and losses and dividends and interest on employee long-term incentive compensation-related investments. Also, we adjust for certain acquisition-related pass-through performance-based fees and performance related compensation.

During the fourth quarter of 2021, we wrote down an equity method investment; this write-down brought the investment balance to zero. Additionally, during the first quarter of 2020, we ~~wrote-off~~wrote-down an investment that had been received in exchange for the sale of software ~~technology, bringing~~technology; the write-down brought the investment 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 adoption of revenue recognition standard ASC 606 during the first quarter of 2018,~~ as~~discussed 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, (3) ~~our CEO's~~the equity compensation paid by EQH ~~award compensation,~~to certain AB executives, as discussed below, (4) the write-down of ~~an investment~~investments (discussed immediately above), (5) acquisition-related expenses ~~(6) adjustments to contingent payment arrangements,~~ and ~~(7)~~(6) the impact of consolidated company-sponsored investment ~~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~~.funds.

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~~incurred during the fourth quarter of 2019 ~~real estate charges (credits),~~through the fourth quarter of 2020, while excluded in the period in which the charges (credits) ~~are~~were recorded, are included ratably over the remaining applicable lease term.

Prior to 2009, a significant portion of employee compensation was in the form of 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. 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.

The board of directors of EQH granted to Seth P. Bernstein, (“~~CEO”),~~ our ~~President and Chief Executive Officer,~~CEO, equity awards in connection with EQH's ~~IPO~~IPO. Additionally, equity awards were granted to Mr. Bernstein and ~~Mr. Bernstein's~~other AB executivesfor their membership on the EQH Management Committee. ~~Mr. Bernstein~~These individuals may receive additional equity or cash compensation from EQH in the future related to ~~his~~their service on the Management Committee. Any awards granted to ~~Mr. Bernstein~~these individuals 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 non-GAAP measures because they are non-cash and are based upon EQH's, and not AB's, financial performance.


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

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. Acquisition-related expenses include professional fees and the recording of changes in estimates to contingent payment arrangements associated with our acquisitions. Beginning in the first quarter of 2022, acquisition-related expenses also include certain compensation-related expenses, amortization of intangible assets for contracts acquired and accretion expense with respect to contingent payment arrangements. During ~~2020,~~2022 and 2021, these expenses included an intangible asset impairment charge of ~~$1.5~~$5.6 million ~~relating~~and $1.0 million, respectively, related to ~~our 2016 acquisition.~~

various historical acquisitions.

The recording of changes in estimates of 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					Years Ended December 31									% Change
		2020		2019		2018		2020-19		2019-18			2022			2021			2020			2022-21		2021-20
		(in thousands)											(in thousands)
Investment advisory and services fees:	Investment advisory and services fees:											Investment advisory and services fees:
Institutions:	Institutions:											Institutions:
Base fees	Base fees	$	458,449	$	451,125	$	444,884	1.6	%	1.4	%	Base fees		$	581,987		$	540,478		$	458,449	7.7	%	17.9	%
Performance-based fees	Performance-based fees	53,351		27,839		32,898		91.6		(15.4)		Performance-based fees		77,299			45,580			53,351		69.6		(14.6)
		511,800		478,964		477,782		6.9		0.2				659,286			586,058			511,800		12.5		14.5
Retail:	Retail:											Retail:
Base fees	Base fees	1,186,560		1,076,495		992,037		10.2		8.5		Base fees		1,321,645			1,442,178			1,186,560		(8.4)		21.5
Performance-based fees	Performance-based fees	24,412		22,510		18,278		8.4		23.2		Performance-based fees		1,564			50,669			24,412		(96.9)		107.6
		1,210,972		1,099,005		1,010,315		10.2		8.8				1,323,209			1,492,847			1,210,972		(11.4)		23.3
Private Wealth Management:	Private Wealth Management:											Private Wealth Management:
Base fees	Base fees	817,801		844,809		807,147		(3.2)		4.7		Base fees		922,159			966,749			817,801		(4.6)		18.2
Performance-based fees	Performance-based fees	54,863		49,266		66,967		11.4		(26.4)		Performance-based fees		66,384			148,870			54,863		(55.4)		171.3
		872,664		894,075		874,114		(2.4)		2.3				988,543			1,115,619			872,664		(11.4)		27.8
Total:	Total:											Total:
Base fees	Base fees	2,462,810		2,372,429		2,244,068		3.8		5.7		Base fees		2,825,791			2,949,405			2,462,810		(4.2)		19.8
Performance-based fees	Performance-based fees	132,626		99,615		118,143		33.1		(15.7)		Performance-based fees		145,247			245,119			132,626		(40.7)		84.8
		2,595,436		2,472,044		2,362,211		5.0		4.6				2,971,038			3,194,524			2,595,436		(7.0)		23.1
Bernstein Research Services	Bernstein Research Services	459,744		407,911		439,432		12.7		(7.2)		Bernstein Research Services		416,273			452,017			459,744		(7.9)		(1.7)
Distribution revenues	Distribution revenues	529,781		455,043		418,562		16.4		8.7		Distribution revenues		607,195			652,240			529,781		(6.9)		23.1
Dividend and interest income	Dividend and interest income	50,923		104,421		98,226		(51.2)		6.3		Dividend and interest income		123,091			38,734			50,923		n/m		(23.9)
Investment (losses) gains	Investment (losses) gains	(16,401)		38,659		2,653		n/m		n/m		Investment (losses) gains		(102,413)			(636)			(16,401)		n/m		(96.1)
Other revenues	Other revenues	104,703		97,559		98,676		7.3		(1.1)		Other revenues		105,544			108,409			104,703		(2.6)		3.5
Total revenues	Total revenues	3,724,186		3,575,637		3,419,760		4.2		4.6		Total revenues		4,120,728			4,445,288			3,724,186		(7.3)		19.4
Less: Interest expense	Less: Interest expense	15,650		57,205		52,399		(72.6)		9.2		Less: Interest expense		66,438			3,686			15,650		n/m		(76.4)
Net revenues	Net revenues	$	3,708,536	$	3,518,432	$	3,367,361	5.4		4.5		Net revenues		$	4,054,290		$	4,441,602		$	3,708,536	(8.7)		19.8

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 30 to ~~110~~105 basis points for ~~actively-managed~~actively managed equity services, 10 to 7570 basis points for actively-managed fixed income services and 2 to 2050 basis points for ~~passively-managed~~passively managed services. Average basis points realized for other services could range from 43 basis points for certain Institutional third party managed services to over ~~100~~150 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


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vendors and brokers for other derivative products. Fair valuation methods include: discounted cash flow models 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~~is overseen by the Valuation Committee and is responsible for ~~overseeing~~managing 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 ~~6.0%~~10.6%, ~~8.5%~~9.2% and ~~0.8%~~0.5% of the assets we manage for institutional clients, private wealth clients and retail clients, respectively (in total, ~~4.4%~~6.6% of our AUM).

Our investment advisory and services fees ~~increased~~decreased by ~~$123.4~~$223.5 million, or ~~5.0%~~7.0%, in ~~2020,~~2022, due to a ~~$90.4~~$123.6 million, or ~~3.8%~~4.2%, ~~increase~~decrease in base fees and a ~~$33.0~~$99.9 million ~~increase~~decrease in performance-based fees. The ~~increase~~decrease in base fees is primarily due to ~~an 7.9% increase~~a 6.1% decrease in average AUM, partially offset by a ~~lower~~slight increase in our portfolio fee rate. Our investment advisory and services fees increased by ~~$109.8~~$599.1 million, or ~~4.6%~~23.1%, in ~~2019,~~2021, due to a ~~$128.4~~$486.6 million, or ~~5.7%~~19.8%, increase in base fees ~~which~~and a $112.5 million increase in performance-based fees. The increase in base fees was primarily ~~resulted from~~due to a ~~5.5%~~18.0% increase in average AUM, ~~and the impact of~~as well as a slight ~~shift~~increase in ~~product mix from fixed income~~our portfolio fee rate.

Performance-based fees decreased $99.9 million, or 40.7%, in 2022, primarily due to ~~equities, which generally have higher fees. This increase was~~lower performance-based fees earned on Financial Services Opportunities fund, U.S. Select Equity fund, Arya Partners fund and Private Credit Services fund, partially offset by ~~an $18.5~~higher U.S. Real Estate Funds fees. Performance-based fees increased $112.5 million, ~~decrease~~or 84.8%, in 2021, primarily due to higher performance-based fees earned on Private Credit Services, U.S. Real Estate Funds, Financial Services Opportunities and U.S. Select Equity, partially offset by lower Arya Partners fees.

Institutional investment advisory and services fees increased ~~$32.8~~$73.2 million, or ~~6.9%~~12.5%, in ~~2020,~~2022, due to an increase in base fees of $41.5 million, or 7.7%, and an increase in performance-based fees of ~~$25.5 million and an increase in base fees of $7.3 million, or 1.6%.~~$31.7 million. The increase in base fees is primarily due to ~~an 7.7% increase in average AUM,~~a higher portfolio fee rate, partially offset by a ~~lower portfolio fee rate.~~5.3% decrease in average AUM. Institutional investment advisory and services fees increased ~~$1.2~~$74.3 million, or ~~0.2%~~14.5%, in ~~2019,~~2021, due to an increase in base fees of ~~$6.2~~$82.0 million, or ~~1.4%~~17.9%, partially offset by a decrease in in performance-based fees of ~~$5.0~~$7.8 million. The increase in base fees was primarily due to a ~~2.8%~~13.9% increase in average AUM, ~~partially offset by the impact of lower~~an increase in portfolio fee ~~realization~~rate and a shift in product mix from fixed income to active ~~equities.~~equities and alternatives, which generally earn higher fees.

Retail investment advisory and services fees ~~increased $112.0~~decreased $169.6 million, or ~~10.2%~~11.4%, in ~~2020,~~2022, due to a decrease in base fees of $120.5 million, or 8.4%, and a $49.1 million decrease in performance-based fees. The decrease in base fees is primarily due to a 8.0% decrease in average AUM. Retail investment advisory and services fees increased $281.9 million, or 23.3%, in 2021, due to an increase in base fees of ~~$110.1~~$255.6 million, or ~~10.2%~~21.5%, and a ~~$1.9~~$26.3 million increase in performance-based fees. The increase in base fees is primarily due to a ~~11.4%~~23.0% 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.

AUM.

Private Wealth Management investment advisory and services fees decreased by ~~$21.4~~$127.1 million, or ~~2.4%~~11.4%, in ~~2020,~~2022, due to a decrease in base fees of ~~$27.0~~$44.6 million, or ~~3.2%~~4.6%, ~~partially offset by a $5.6~~and an $82.5 million ~~increase~~decrease 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~~3.3% decrease in ~~prior periods.~~average AUM. Private Wealth Management investment advisory and services fees increased ~~$20.0~~$243.0 million, or ~~2.3%~~27.8%, in ~~2019,~~2021, due to an increase in base fees of ~~$37.7~~$148.9 million, or ~~4.7%~~18.2%, ~~partially offset by~~and a ~~decrease~~$94.0 million increase in performance-based ~~fees of $17.7 million.~~fees. The increase in base fees ~~was~~is primarily due to a ~~2.3%~~17.5% increase in average ~~AUM and the impact of a shift in product mix to alternatives, which generally have higher fees.~~AUM.

Bernstein Research Services

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 extent, but increasingly, by paying us directly for research through commission sharing agreements or cash payments. In the fourth quarter of 2022, AB and SocGen, a leading European bank, announced plans to form a joint venture combining their respective cash equities and research businesses. As a result, the BRSbusiness has been classified as held for sale. For further discussion, see Note 24 Acquisitions and Divestitures to our consolidated financial statements in Item 8.

Revenues from Bernstein Research Services ~~increased $51.8~~decreased $35.7 million, or ~~12.7%~~7.9%, in ~~2020.~~2022. The ~~increase~~decrease was driven by significantly lower customer trading activity in Europe and Asia due to ~~higher~~local market ~~volatility in 2020, particularly between March and June 2020, primarily as a result of the COVID-19 pandemic, which led to~~conditions.


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higher customer activity and greater global trading volumes. We expect customer activity and trading volumes to gradually decrease 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 corresponding effect on Bernstein Research services revenue. Furthermore, all of 2020 reflects the inclusion of revenues from our acquisition of Autonomous (which closed on April 1, 2019).

Revenues from Bernstein Research Services decreased ~~$31.5~~$7.7 million, or ~~7.2%~~1.7%, in ~~2019.~~2021. The decrease was due to lower trading activity driven by lower global ~~customer activity and trading commissions,~~market volatility as compared to the COVID-related volatility in 2020. This was partially offset by ~~the inclusion of revenues from our acquisition of~~higher research payments across Bernstein and Autonomous ~~(which closed on April 1, 2019).~~Research products.

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 full or 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 $74.7~~decreased $45.0 million, or ~~16.4%~~6.9%, in ~~2020,~~2022, primarily due to the corresponding average AUM of these mutual funds decreasing 12.4%, partially offset by a shift in product mix from mutual funds with lower distribution rates to mutual funds with higher distribution rates. Distribution revenues increased $122.5 million, or 23.1%, in 2021, primarily due to the corresponding average AUM of these mutual funds increasing ~~13.2%~~17.2%. 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 from mutual funds that have higher distribution rates to mutual funds with lower distribution 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 increased $84.4 million in 2022, primarily due to higher interest earned on customer margin balances, higher interest earned on U.S. Treasury Bills as well as higher dividend and interest income in our consolidated company-sponsored investment funds. Interest expense increased $62.8 million in 2022, due to higher interest paid on cash balances in customers' brokerage accounts.

Dividend and interest income decreased ~~$53.5~~$12.2 million, or ~~51.2%~~23.9%, in ~~2020,~~2021, primarily due to 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~~$12.0 million, or ~~72.6%~~76.4%, in ~~2020,~~2021, due to lower interest paid on cash balances in customers' brokerage accounts.

Dividend and interest income increased $6.2 million, or 6.3%, in 2019, primarily due 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. Interest expense increased $4.8 million, or 9.2%, in 2019, due to higher interest paid on cash balances in customers' brokerage accounts.


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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,							Years Ended December 31
		2020		2019		2018			2022			2021			2020
		(in thousands)							(in thousands)
Long-term incentive compensation-related investments:	Long-term incentive compensation-related investments:							Long-term incentive compensation-related investments:
Realized gains	Realized gains	$	2,655	$	1,672	$	2,512	Realized gains		$	1,345		$	2,213		$	2,655
Unrealized gains (losses)		2,914		5,859		(8,032)
Unrealized (losses) gains								Unrealized (losses) gains		(10,626)			2,446			2,914

Investments held by consolidated company-sponsored investment funds:	Investments held by consolidated company-sponsored investment funds:							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
Realized (losses) gains								Realized (losses) gains		(46,293)			(2,341)			3,357
Unrealized (losses)								Unrealized (losses)		(73,194)			(1,882)			(854)

Seed capital investments:	Seed capital investments:							Seed capital investments:
Realized gains (losses)	Realized gains (losses)							Realized gains (losses)
Seed capital and other	Seed capital and other	25,002		17,301		(943)		Seed capital and other		17,272			20,263			25,002
Derivatives	Derivatives	(30,343)		(30,320)		7,001		Derivatives		41,236			(22,313)			(30,343)
Unrealized (losses) gains	Unrealized (losses) gains							Unrealized (losses) gains
Seed capital and other	Seed capital and other	(12,387)		7,510		(15,003)		Seed capital and other		(31,261)			(6,907)			(12,387)
Derivatives	Derivatives	(5,220)		(8,013)		5,384		Derivatives		(177)			8,992			(5,220)

Brokerage-related investments:	Brokerage-related investments:							Brokerage-related investments:
Realized (losses)	Realized (losses)	(1,188)		(1,209)		(1,410)		Realized (losses)		(1,384)			(829)			(1,188)
Unrealized (losses) gains		(337)		331		61
Unrealized gains (losses)								Unrealized gains (losses)		669			(278)			(337)
		$	(16,401)	$	38,659	$	2,653			$	(102,413)		$	(636)		$	(16,401)

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~~General Accounts of EQH and its subsidiaries, and other miscellaneous revenues. Other revenues ~~increased $7.1~~decreased $2.9 million, or ~~7.3%~~2.6%, in ~~2020,~~2022, primarily due to lower shareholder servicing fees. Other revenues increased $3.7 million, or 3.5%, in 2021, 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~~ brokerage ~~income and lower investment income related to our consolidated company-sponsored investment funds, partially offset by higher shareholder servicing fees.~~income.


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Expenses

The components of expenses are as follows:


		Years Ended December 31,						% Change					Years Ended December 31									% Change
		2020		2019		2018		2020-19		2019-18			2022			2021			2020			2022-21		2021-20
		(in thousands)											(in thousands)
Employee compensation and benefits	Employee compensation and benefits	$	1,494,198	$	1,442,783	$	1,378,811	3.6	%	4.6	%	Employee compensation and benefits		1,666,636			$	1,716,013		$	1,494,198	(2.9)	%	14.8	%
Promotion and servicing:	Promotion and servicing:											Promotion and servicing:
Distribution-related payments	Distribution-related payments	569,283		487,965		427,186		16.7		14.2		Distribution-related payments		629,572			708,117			569,283		(11.1)		24.4
Amortization of deferred sales commissions	Amortization of deferred sales commissions	27,355		15,029		21,343		82.0		(29.6)		Amortization of deferred sales commissions		34,762			34,364			27,355		1.2		25.6
Trade execution, marketing, T&E and other	Trade execution, marketing, T&E and other	189,787		219,860		222,630		(13.7)		(1.2)		Trade execution, marketing, T&E and other		215,556			197,486			189,787		9.2		4.1
		786,425		722,854		671,159		8.8		7.7				879,890			939,967			786,425		(6.4)		19.5
General and administrative:
General and administrative	General and administrative	485,544		484,750		448,996		0.2		8.0		General and administrative		641,635			555,608			491,070		15.5		13.1
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	Contingent payment arrangements	1,855		(510)		(2,219)		n/m		(77.0)		Contingent payment arrangements		6,563			2,710			1,855		142.2		46.1
Interest on borrowings	Interest on borrowings	6,180		13,035		10,359		(52.6)		25.8		Interest on borrowings		17,906			5,145			6,180		n/a		(16.7)
Amortization of intangible assets	Amortization of intangible assets	21,372		28,759		27,781		(25.7)		3.5		Amortization of intangible assets		26,564			5,697			21,372		n/a		(73.3)
Total	Total	$	2,801,100	$	2,694,995	$	2,542,047	3.9		6.0		Total		$	3,239,194		$	3,225,140		$	2,801,100	0.4		15.1

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 ~~40.3%~~41.1%, ~~41.0%~~38.6% and ~~40.9%~~40.3% for the years ended December 31, ~~2020, 2019~~2022, 2021 and ~~2018,~~2020, 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, together with the ~~approval of the~~ Compensation and Workplace Practices Committee of the Board of Directors of AllianceBernstein Corporation (“Compensation Committee”), ~~periodically confirms~~continue to believe 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 ~~0.9%~~1.1%, ~~1.2%~~0.9% and ~~1.1%~~0.9% of adjusted net revenues for ~~2020, 2019~~2022, 2021 and ~~2018,~~2020, 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 and the amortization expense associated with the awards issued by EQH to some of our firm's ~~CEO~~executives relating to ~~his role~~their roles as ~~a member~~members 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, excluding the impact of performance-based fees, generally should not exceed 50% of our adjusted net revenues in any year, except in unexpected or unusual circumstances. Our ratios of adjusted compensation expense as a percentage of adjusted net revenues were ~~47.9%~~48.4%, ~~47.9%~~46.5% and ~~47.5%~~47.9%, respectively, for the years ended December 31, ~~2020, 2019~~2022, 2021 and ~~2018.~~2020.

In ~~2020,~~2022, employee compensation and benefits expense decreased $49.4 million, or 2.9%, primarily due to lower incentive compensation of $107.7 million, partially offset by higher base compensation of $39.8 million, higher commissions of $12.7 million and higher other employment costs of $5.3 million. In 2021, employee compensation and benefits expense increased ~~$51.4~~$221.8 million, or ~~3.6%~~14.8%, primarily due to higher incentive compensation of ~~$58.8~~$124.6 million, ~~and~~ higher base compensation of ~~$13.5~~$48.9 million, ~~(primarily~~ higher ~~base salaries), offset by lower~~commissions of $25.0 million, higher fringes of ~~$8.5 million, lower commissions of $6.2~~$20.1 million and ~~lower~~higher 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 $15.6 million, partially offset by lower commissions of $3.2$3.3 million.

~~Table of Contents~~

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 trade execution and clearance, travel and entertainment, advertising and promotional materials.


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Promotion and servicing expenses decreased $60.1 million, or 6.4%, in 2022. The decrease was primarily due to lower distribution-related payments of $78.5 million, lower transfer fees of $4.9 million and lower trade execution and clearance expenses of $3.1 million, partially offset by higher travel and entertainment expenses of $15.4 million and higher firm meeting expenses of $8.8 million. Promotion and servicing expenses increased ~~$63.6~~$153.5 million, or ~~8.8%~~19.5%, in ~~2020.~~2021. The increase primarily was due to higher distribution-related payments of ~~$81.3~~$138.8 million, higher transfer fees of $10.1 million, higher amortization of deferred sales commissions of ~~$12.3 million, higher trade execution and clearance expenses of $7.9~~$7.0 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$4.9 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,~~partially offset by ~~lower amortization of deferred sales commissions of $6.3 million,~~ lower trade execution and clearance expenses of ~~$3.7 million and lower marketing expenses of $2.5~~$7.4 million.

General and Administrative

General and administrative expenses include portfolio services ~~expenses,~~fees, technology ~~expenses,~~fees, professional fees and office-related expenses (occupancy, communications and similar expenses). General and administrative expenses as a percentage of net revenues were ~~13.2% (13.1% excluding real estate charges)~~15.8%, ~~13.9% (13.8% excluding real estate charges)~~12.5% and ~~13.5% (13.3% excluding real estate charges)~~13.2% for the years ended December 31, ~~2020, 2019~~2022, 2021 and ~~2018,~~2020, respectively. General and administrative expenses increased ~~$3.0~~$86.0 million, or ~~0.6%~~15.5%, ~~during 2020,~~in 2022. The increase was primarily due to higher professional fees of $27.3 million, higher portfolio services fees of $21.3 million, higher technology fees of ~~$4.7~~$19.1 million, a valuation adjustment of $7.4 million associated with the classification of BRS as held for sale, higher office-related expenses of $6.9 million and a $5.6 million impairment of certain acquisition related intangible assets. General and administrative expenses increased $64.5 million, or 13.1%, in 2021. The increase was primarily due to higher portfolio services of $34.0 million, higher ~~charitable contributions~~technology fees of ~~$3.9~~$14.3 million, higher ~~portfolio service~~office-related expenses of $7.6 million, higher professional fees of ~~$3.6 million, higher real estate charges of $2.2~~$6.6 million and ~~higher other taxes~~an unfavorable foreign exchange translation impact of ~~$1.6~~$5.2 million, partially offset by lower ~~professional fees~~charitable contributions 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 $7.0$4.9 million.

Contingent Payment Arrangements

Contingent payment arrangements reflect changes in estimates of contingent payment liabilities associated with acquisitions in current and previous periods, as well as accretion expense of these liabilities. In 2022, we recognized $6.6 million in accretion expense related to our contingent considerations payable. The expense of ~~$1.9~~$2.7 million for ~~2020~~2021 reflects accretion expense of $3.3 million, offset by the change in estimate of the contingent consideration payable relating to our 2016 acquisition of $1.4 million. The credit of $0.5 million for 2019 reflects the change in estimate of the contingent consideration payable relating to our 2016 acquisition of $3.1 million, 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 expenses of $0.2$0.6 million.

Interest on Borrowings

Interest expense increased $12.8 million in 2022, reflecting higher interest rates on borrowings and higher weighted average borrowings. Average daily borrowings for the EQH facilities and commercial paper were $845.5 million at a weighted average interest rate of 1.7% during 2022 compared to $561.6 million and 0.2% during 2021.

Interest expense decreased ~~52.6%~~$1.0 million, or 16.7%, in ~~2020,~~2021, reflecting lower interest rates partially offset by higher weighted average borrowings. Average daily borrowings for both the EQH facility and commercial paper were ~~$554.0~~$561.6 million at a weighted average interest rate of 0.2% during 2021 compared to $554.0 million and 0.5% during ~~2020 compared~~2020.

Amortization of Intangible Assets

Amortization of intangible assets reflects our amortization of costs assigned to ~~$436.9~~acquired investment management contracts with a finite life. These assets are recognized at fair value and generally are amortized on a straight-line basis over their estimated useful life. On July 1, 2022, AB acquired CarVal, which resulted in recording of $303.0 million of finite-lived intangible assets primarily relating to investment management contracts and ~~2.5% during 2019. Interest expense~~investor relationships with useful lives ranging from 5 to 10 years (see Note 24 Acquisitions and Divestitures to our consolidated financial statements in Item 8). Amortization of intangible assets increased ~~25.8%~~$20.9 million in ~~2019, reflecting both higher weighted average borrowings and interest rates. Average daily borrowings for both~~2022. The increase was primarily due to the ~~EQH facility and commercial paper were $436.9~~acquired intangible assets associated with the CarVal acquisition. Amortization of intangible assets decreased $15.7 million, ~~at a weighted average interest rate~~or 73.3%, in 2021. The decrease in the prior year was primarily due to the full amortization of ~~2.5% during 2019 compared~~intangible assets related to ~~$350.3 million and 2.0% for commercial paper during 2018.~~the Bernstein acquisition.

Income Taxes

AB, a private limited partnership, is not subject to federal or state corporate income taxes. However, AB is subject to a 4.0% New York City unincorporated business tax (“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.

Income tax expense ~~increased $3.9~~decreased $23.1 million, or ~~9.3%~~36.8%, in ~~2020~~2022 compared to ~~2019.~~2021. This decrease is due to lower pre-tax book income and one-time discrete items which resulted in a lower effective tax rate in 2022 of 4.9% compared to 5.2% in 2021.

Income tax expense decreased $17.1 million, or 37.4%, in 2021 compared to 2020. This increase is due to higher pre-tax book income ~~offset by~~which resulted in a ~~slightly lower~~higher effective tax rate in ~~2020~~2021 of ~~5.0%~~5.2% compared to ~~5.1%~~5.0% in ~~2019. The decrease in our effective tax rate was driven by a reduction of one-time discrete items.~~2020.


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Income tax expense decreased $4.1 million, or 8.9%, in 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 effective tax rate was driven by a more favorable mix of earnings across the AB tax filing groups and a reduction of one-time discrete items.

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

Net (loss) 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 2022, we had $56.4 million of net loss of consolidated entities attributable to non-controlling interests, primarily due to losses on investments held by our consolidated company-sponsored investment funds. In 2021, we had $5.1 million 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 2020 we had $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. Fluctuations period-to-period result primarily from the number of consolidated company-sponsored investment funds and 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~~to support 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 ~~2020,~~2022, net cash provided by operating activities was ~~$1.5~~$1.1 billion, compared to ~~$827.5~~$1.3 billion during 2021. The change primarily was due to lower earnings of $265.1 million (after non-cash reconciling items), a decrease in accrued compensation of $200.8 million and a decrease in broker-dealer related payables (net of receivable and segregated U.S. Treasury Bills activity) of $169.2 million, partially offset by net activity of our consolidated company-sponsored investment funds of $252.0 million and an increase in fees receivable of $193.3 million.During 2021, net cash provided by operating activities was $1.3 billion, compared to $1.5 billion during ~~2019.~~2020. The change primarily was due to net activity of our consolidated company-sponsored investment funds of ~~$468.2~~$560.6 million, an increase in other assets of $75.7 million and higher net purchases of broker-dealer investments of $33.3 million, partially offset by higher earnings of $346.2 million, an increase in broker-dealer related payables (net of receivable and segregated U.S. Treasury Bills activity) of ~~$368.0~~$72.9 million ~~a decrease in other assets of $92.3 million,~~and an increase in accounts payable and accrued expenses of ~~$67.2 million and an increase in accrued compensation of $54.4 million, partially offset by higher net purchases of broker-dealer investments of $454.1 million.~~During 2019, net cash provided by operating activities was $827.5 million, compared to $1.3 billion during 2018. The change primarily was due to a decrease in broker-dealer related payables (net of receivable and segregated U.S. Treasury Bills activity) of $754.8 million and net activity of our consolidated company-sponsored investment funds of $427.6 million, offset by lower net purchases of broker-dealer investments of $754.7$25.2 million.

During ~~2020,~~2022, net cash used in investing activities was ~~$59.1~~$22.0 million, compared to ~~$23.0~~$65.7 million during ~~2019.~~2021. The change is primarily due to ~~$13.6 millions paid for acquisitions,~~the acquisition of CarVal, net of cash acquired ~~$4.1~~of $40.3 million ~~paid for equity method investments and~~in 2022. During 2021, net cash used in investing activities was $65.7 million, compared to $59.1 million during 2020. The change is primarily due to higher purchases of furniture, equipment and leasehold improvements of ~~$13.2 million. During 2019, net~~$20.4 million, partially offset by lower 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,~~paid for acquisitions, net of cash acquired, of ~~$5.3~~$9.8 million and lower purchases of equity method investments of $4.1 million.

During ~~2020,~~2022, net cash used in financing activities was $1.1 billion, compared to ~~$775.0 million~~$0.9 billion during ~~2019.~~2021. The change reflects ~~higher redemptions~~lower net purchases of non-controlling interests of consolidated company-sponsored investment funds in 2022 of ~~$369.1~~$309.9 million, repayment of CarVal debt subsequent to acquisition of $42.7 million and ~~higher distributions to the General Partner and Unitholders~~an decrease in overdrafts payable of ~~$133.4~~$41.6 million, partially offset by higher net ~~proceeds~~borrowings of debt of ~~$112.9~~$155.0 million and ~~an increase~~a decrease in ~~overdrafts payable~~the net purchases of ~~$47.3~~AB Holding Units to fund long-term incentive compensation plans of $51.3 million. During ~~2019,~~2021, net cash used in financing activities was ~~$775.0 million,~~$0.9 billion, compared to ~~$1.6~~$1.1 billion during ~~2018.~~2020. The change reflects the net purchases of non-controlling interests of consolidated company-sponsored investment funds in ~~2019~~2021 as compared to net redemptions ~~of non-controlling interests of consolidated company-sponsored investment funds~~ in ~~2018~~2020 (impact of ~~$622.2~~$532.7 million), ~~lower~~partially offset by higher distributions to the General Partner and Unitholders of ~~$154.7~~$223.0 million as a result of higher earnings (distributions on earnings are paid one quarter in arrears) and ~~lower~~an increase in the net purchases of AB Holding Units to fund long-term incentive compensation ~~plan awards~~plans of ~~$95.5~~$113.2 million.

As of December 31, ~~2020,~~2022, AB had ~~$1.0~~$1.1 billion of cash and cash equivalents (excluding cash and cash equivalents of consolidated company-sponsored investment ~~funds)~~funds and cash held for sale), all of which is available for liquidity but consist primarily of cash on deposit for our broker-dealers related to various customer clearing activities and cash held by foreign subsidiaries of ~~$586.3~~$497.0 million.


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Debt and Credit Facilities

See Note 12 to our consolidated financial statements in Item 8 for disclosures relating to our debt and credit facilities.

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~~a guarantee in connection with ~~the Credit Facility~~an $800 million committed, unsecured senior revolving credit facility (the "Credit Facility"~~) and Revolver (the~~ ~~"Revolver"~~). If SCB LLC is unable to meet its obligations, AB will pay the obligations when due or on demand. ~~In addition,~~SCB LLC currently has five uncommitted lines of credit with five financial institutions. Four of these lines of credit permit us to borrow up to an aggregate of approximately $315.0 million, with AB named as an additional borrower, while the other line has no stated limit. AB has guaranteed the obligations of SCB LLC under these lines of credit. AB maintains guarantees totaling ~~$365.0~~$415.0 million for SCB LLC’s ~~three~~five 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 ~~$294.7~~$263.4 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 ~~$2.1~~$1.9 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, 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

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, ~~2020,~~2022, 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 $27.3 million, as amended in 2020, in the Real Estate Fund II. As of December 31, ~~2020,~~2022, we had funded ~~$20.8~~$21.6 million of this commitment.

We have various compensation and benefit obligations, including accrued salaries and fringes, commissions, payroll taxes, incentive payments and deferred compensation arrangements. The majority of our compensation and benefits obligations are paid out in less than one year, while the deferred compensation obligations are payable over various periods, with the majority payable over periods of up to three years. Accrued compensation and benefits ~~amounts in the table above exclude~~as of December 31, 2022 totaled $399.3 million. This amount excludes our accrued pension obligation. Offsetting our accrued compensation obligations are long-term incentive compensation-related investments and money market investments we funded totaling ~~$67.0~~$49.2 million, which are included in our consolidated statement of financial condition. Any amounts reflected on the

~~Table of Contents~~

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.~~aforementioned accrued compensation and benefits obligation amount.

We expect to make contributions to our qualified profit sharing plan of approximately ~~$15~~$17.5 million in each of the next four years. We do not currently anticipate that we will contribute to the Retirement Plan during ~~2021.~~

2023.

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 as of December 31, 2022 totaled $11.7 million and is recorded to income tax payable on our consolidated statement of financial condition. See Note 2021 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.


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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

Our acquisitions are accounted for under the acquisition method of accounting, where the cost of the acquisition is allocated on the basis of the estimated fair value of the assets acquired and the liabilities assumed. The excess of the purchase price over the fair value of identifiable assets acquired, net of liabilities assumed, results in the recognition of goodwill.

On July 1, 2022, AB Holding acquired a 100% ownership interest in CarVal Investors L.P. (“CarVal”). Immediately following its acquisition of CarVal (the "CarVal acquisition"), AB Holding contributed 100% of its equity interests in CarVal to AB in exchange for AB Units (see Note 24 Acquisitions and Divestitures to our consolidated financial statements in Item 8).

On November 22, 2022, AB and SocGen, a leading European bank, announced plans to form a joint venture combining their respective cash equities and research businesses. As such, the BRS business has been classified as held for sale and $159.8 million of goodwill recorded on the consolidated statement of financial condition has been allocated to the held for sale disposal group. As AB is a single reporting unit, we have allocated goodwill to the disposal group based on the relative fair values of (1) the disposal group and (2) the portion of the reporting unit that will be retained. For further discussion, see Note 24 Acquisitions and Divestitures to our consolidated financial statements in Item 8.

As of December 31, ~~2020,~~2022, we had goodwill of ~~$3.1~~$3.6 billion on the consolidated statement of financial condition, which included $666.1 million as a result of the CarVal acquisition in the third quarter of 2022, $2.8 billion as a result of the Sanford C. Bernstein Inc. (“Bernstein”) acquisition in 2000 and $291.9 million in regard to various smaller acquisitions. Approximately $159.8 million of goodwill has been classified as assets held for sale 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, 2020, the~~ impairment ~~test indicated that goodwill was not impaired.~~or if certain events or changes in circumstances occur and trigger an interim impairment test. The carrying value of goodwill is also reviewed if facts and circumstances occur that suggest possible impairment, such as, but not limited to significant transactions including acquisitions or divestitures and significant declines in AUM, revenues, earnings or the price of an AB Holding Unit.

On an annual basis, or when circumstances warrant, goodwill is tested for impairment utilizing the market approach where the fair value of the reporting unit is based on its unadjusted market valuation (AB Units outstanding multiplied by AB 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 comparable industry earnings multiples applied to our earnings forecast and assumes a control premium (when applicable).

Throughout the 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 less than the carrying amount; significant and unanticipated declines in AB’s assets under management or revenues; and/or lower than expected earnings per unit. Any of these changes in circumstances could suggest the possibility that goodwill is impaired, but none of 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 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.

~~Table~~For our annual impairment test, we utilize the market approach where the fair value of ~~Contents~~

the reporting unit is based on its unadjusted market valuation (AB Units outstanding multiplied by AB 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 comparable industry earnings multiples applied to our earnings forecast and assumes a control premium (when applicable).

AsThe announcement of ~~January 1, 2020,~~the joint venture between AB and SocGen and classification of the BRS business as held for sale during the fourth quarter of 2022 was a triggering event requiring an interim impairment test; as such, we ~~adopted~~tested our goodwill as of December 31, 2022. The impairment test indicated that goodwill was not impaired.

Under ASU 2017-04, Simplifying the Test for Goodwill Impairment,~~. The guidance removed Step 2 of the goodwill impairment test, which had required a hypothetical purchase price allocation. As a result of the 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 goodwill. Under this guidance, the goodwill impairment test no longer includes a determination by management of whether a decline in fair value is ~~temporary; however,~~temporary. However, it is important ~~to consider~~that management's determination of fair value reflect the impact of changing market conditions, including the severity and anticipated duration ~~is reflected in management's determination~~ of ~~fair value.~~any such changes.


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Business Combinations

We account for business combinations using the acquisition method of accounting whereby the identifiable assets and liabilities of the acquired business, as well as any noncontrolling interest in the acquired business, are recorded at their estimated fair values as of the date that we obtain control of the acquired business. Any purchase consideration in excess of the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related expenses are expensed as incurred.

Often, as part of the business combination, intangible assets are recorded based on their estimated fair value at the time of acquisition and primarily relate to acquired investment management contracts. We periodically review indefinite-lived intangible assets for impairment as events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying value exceeds fair value, we perform additional impairment tests to measure the amount of the impairment loss, if any.

We periodically enter into contingent payment arrangements in connection with our business combinations. In these arrangements, we agree to pay additional consideration to the sellers to the extent that certain performance targets are achieved. We estimate the fair value of these potential future obligations at the time a business combination is consummated and record a liability on a discounted basis on our consolidated statement of financial condition. We then accrete the obligation to its expected payment amount over the measurement period. If our expected payment amount subsequently changes, the obligation is modified in the current period resulting in a gain or loss. Both gains and losses resulting from changes to expected payments and the accretion of these obligations to their expected payment amounts are reflected within contingent payment arrangements in our consolidated statements of income.

Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets and contingent liabilities, we typically use a method that is a form of the income approach, whereby a forecast of future cash flows attributable to the asset are discounted to present value using a risk-adjusted discount rate. Similarly for contingent liabilities, we develop a forecast of future cash flows attributable to the performance objectives that are then discounted to present value using a risk-adjusted discount rate. Some of the more significant estimates and assumptions inherent in the income approach include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows. See Note 24 Acquisitions and Divestitures to our consolidated financial statements in Item 8.

Assets and Liabilities Held for Sale

The Company classifies assets and liabilities to be sold (disposal group) as held for sale in the period when all of the applicable criteria are met, including: (i) management commits to a plan to sell, (ii) the disposal group is available to sell in its present condition, (iii) there is an active program to locate a buyer, (iv) the disposal group is being actively marketed at a reasonable price in relation to its fair value, (v) significant changes to the plan to sell are unlikely, and (vi) the sale of the disposal group is generally probable of being completed within one year. Management performs an assessment of held for sale at least quarterly or when events or changes in business circumstances indicate that a change in classification may be necessary. Assets and liabilities held for sale are presented separately within the consolidated statements of financial condition with any adjustments necessary to measure the disposal group at the lower of its carrying value or fair value less costs to sell. Depreciation of property, plant and equipment and amortization of intangible and right-of-use assets are not recorded while these assets are classified as held for sale. For each reporting period the disposal group remains classified as held for sale, the carrying value of the disposal group is adjusted for subsequent changes in fair value less costs to sell. A loss is recognized for any subsequent decrease in fair value less costs to sell, while a gain is recognized in any subsequent period for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized. If, in any period, the carrying value of the disposal group exceeds the estimated fair value less costs to sell, a loss is recognized on sale rather than an impairment loss.

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 14 to our consolidated financial statements in Item 8.

Accounting Pronouncements

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


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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~~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~~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 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.

~~Table of Contents~~

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

•The adverse impact of COVID-19: The aggregate extent to which COVID-19, including its impact on the global economy, affects AB’s business, liquidity, results of operations and financial condition, will depend on future COVID-19 developments that are highly uncertain, including the scope and duration of the disease and any recovery period, the emergence, spread and seriousness of COVID-19 variants, the continuing prevalence of severe, unconstrained and/or escalating rates of infection and hospitalization in various countries and regions, the availability, adoption and efficacy of treatments and vaccines, and future actions taken by governmental authorities, central banks and other parties in response to COVID-19.

•The impact of our acquisition of CarVal:These statements concern expected growth, client and stockholder benefits, key assumptions, revenue realization, financial benefits or returns, accretion and integration costs. Actual results may differ materially from future results expressed or implied by our forward-looking statements as a result of similar risks to those that impact our other similar business lines, as well as the risk that we are not able to realize the anticipated benefits of the transaction, including the realization of revenue, accretion, and financial benefits or returns, in full or that we may take longer to realize benefits than expected, due, among other reasons, to the challenges of integrating a new business and personnel. The anticipated benefits may also be adversely impacted by the risk that AB Holding units to be issued after the closing are issued at a price below anticipated levels. We caution readers to carefully consider such factors.

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

•the amount and timing of employee relocation costs, severance, and overlapping compensation and occupancy costs we experience; and

•the timing for execution of each phase of our relocation implementation plan.

•~~The Adverse Impact of COVID-19:~~ The severity of the 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 assumptions that the recovery will be gradual and 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 and other investments. Trading investments include U.S. Treasury Bills, mutual funds, exchange-traded options and various separately-managed portfolios consisting of equity 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. Other investments include investments in hedge funds we sponsor and other 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, ~~2020~~2022 and ~~2019.~~2021. 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
		2020				2019					2022						2021
		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:									Fixed Income Investments:
Trading	Trading	$	35,555	$	(2,457)	$	36,122	$	(2,445)	Trading		$	93,221		$	(5,789)		$	100,661		$	(6,976)


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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~~decrease in equity prices from those prevailing as of December 31, ~~2020~~2022 and ~~2019.~~2021. 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,									As of December 31
		2020				2019					2022						2021
		Fair Value		Effect of -10% Equity Price Change		Fair Value		Effect of -10% Equity Price Change			Fair Value			Effect of -10% Equity Price Change			Fair Value			Effect of -10% Equity Price Change
		(in thousands)									(in thousands)
Equity Investments:	Equity Investments:									Equity Investments:
Trading	Trading	$	137,529	$	(13,753)	$	151,140	$	(15,114)	Trading		$	65,846		$	(6,585)		$	85,704		$	(8,570)
Other investments	Other investments	80,291		(8,029)		79,532		(7,953)		Other investments		$	58,451		$	(5,845)		$	87,053		$	(8,705)


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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, ~~2020~~2022 and ~~2019,~~2021, and the related consolidated statements of income, of comprehensive income, of changes in partners’ capital and of cash flows for each of the three years in the period ended December 31, ~~2020,~~2022, 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, ~~2020,~~2022, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2020~~2022 and ~~2019,~~2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2020~~2022 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, ~~2020,~~2022, 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, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial 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) 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 consolidated financial 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 consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial 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 consolidated financial 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 consolidated financial 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.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded CarVal Investors L.P. (CarVal) from its assessment of internal control over financial reporting as of December 31, 2022 because it was acquired by the Company in a purchase business combination during 2022. We have also excluded CarVal from our audit of internal control over financial reporting. CarVal is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting each approximate 2% of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

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


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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.

~~Table of Contents~~

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~~



Acquisition of CarVal Investors L.P. - Fair Value of Finite-Lived Intangible Assets and Contingent Consideration Payable

As described in Notes 2, 9 and 324 to the consolidated financial statements, ~~performance-based fees earned were $132.6~~on July 1, 2022, AllianceBernstein Holding L.P. (AB Holding) acquired a 100% ownership interest in CarVal for total purchase consideration of $818.1 million, which resulted in management recording $303.0 million of finite-lived intangible assets primarily related to investment management contracts and investor relationships with useful lives ranging from 5 to 10 years and $228.9 million of contingent consideration payable. Immediately following the acquisition of CarVal by AB Holding, AB Holding contributed 100% of its equity interests in CarVal to AllianceBernstein L.P. (AB) in exchange for AB units. Fair value of 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~~acquired finite-lived intangible assets was based on a ~~performance-based fee, in addition~~forecast of future cash flows attributable to the ~~base advisory fee, which is calculated as either~~assets that are discounted to present value using 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 reversalrisk-adjusted discount rate. Fair value of the ~~cumulative revenue recognized. Constraining factors impacting the amount~~contingent consideration payable was based on a forecast 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 respectfuture cash flows attributable to the ~~constraining factors related~~performance objectives that are discounted to ~~the fund’s market~~present 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.a risk-adjusted discount rate.

The principal considerations for our determination that performing procedures relating to ~~performance-based fees~~the fair value of the finite-lived intangible assets and contingent consideration payable recognized in the acquisition of CarVal is a critical audit matter are the significant ~~audit~~judgment by management in developing the estimated fair value of the finite-lived intangible assets and the contingent consideration payable. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating ~~evidence related to these fees, including evaluating~~audit evidence related to the ~~constraining factors impacting~~future cash flows and risk-adjusted discount rate assumptions utilized within the ~~amount~~calculation of ~~variable consideration, and~~the present value of future cash flows. In addition, the audit effort ~~also included~~involved the ~~involvement~~use 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.~~knowledge.

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,~~determination of the fair value of finite-lived intangible assets and contingent consideration payable recognized in the acquisition of CarVal, including controls over the ~~assessment~~development of ~~constraining factors~~the future cash flows and risk-adjusted discount rate assumptions utilized within the ~~valuation~~calculation of ~~AUM.~~the present value of future cash flows. These procedures also included, among others, reading the purchase agreement and testing management’s process for ~~determining performance-based fees, including~~estimating the fair value of the acquired finite-lived intangible assets and contingent consideration payable. Testing management’s process included (i) evaluating the appropriateness of the ~~methods~~method 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~~discount future cash flows 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’ marketpresent 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(ii) testing the completeness and accuracy of underlying data ~~provided by management~~used in the method used to discount future cash flows to present value, and ~~independently developing the~~(iii) evaluating management’s significant assumptions ~~for~~related to the ~~sampled securities.~~

future cash flows and risk-adjusted discount rate. Evaluating the reasonableness of the assumption related to the future cash flows involved considering the historical performance of Carval, the consistency with external market and industry data, and the consistency with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the method used to discount future cash flows to present value and the reasonableness of the risk-adjusted discount rate assumption.

/s/~~PricewaterhouseCooper~~PricewaterhouseCoopers LLP

~~New York, New York~~

Nashville, Tennessee
February ~~11, 2021~~10, 2023

We have served as the Company’s auditor since 2006.


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AllianceBernstein L.P. and Subsidiaries

Table of and fosters adherence to, the Partnerships’ policies, procedures and practices at all levels. With respect to these matters, the Audit Committee provides an open avenue of communication among the independent registered public accounting firm, senior management, the Internal Audit Department, the Chief Compliance Officer, the Chief Risk Officer and the Board. The Audit Committee held eight regular meetings in 2020.

Contents

~~The Compensation and Workplace Practices Committee ("Compensation Committee~~") consists of Ms. Matus (Chair) and Messrs. Audet, de Oliveira, Kaye, Scott and Pearson. The Compensation Committee held four regular meetings in 2020. For additional information about the Compensation Committee, ~~see “Compensation Discussion and Analysis—Compensation Committee; Process for Determining Executive Compensation” in Item 11.~~Part III

Also, the Compensation Committee has established the Section 16 Subcommittee to ensure we can utilize the short-swing trading exemption set forth in Section 16b-3 under the Exchange Act. Under this exemption, equity grants to our firm's executive officers are exempt from short-swing trading rules if each such grant is approved by the full Board or a committee of the Board consisting entirely of “non-employee” directors (generally, directors who are not officers of the company or an affiliate). The Section 16 Subcommittee consists of Ms. Matus (Chair) and Messrs. Audet, de Oliveira, Kaye and Scott.

~~The Governance Committee consists of Ms. Matus (Chair) and Messrs. Bernstein, Narayandas and Pearson. The Governance Committee:~~

Responsibilities:

•

~~assists~~Assists the Board and the sole stockholder of the General Partner in:

•

identifying and evaluating qualified individuals to become Board members; and

•

determining the composition of the Board and its ~~committees, and~~committees.

•

~~assists~~Assists the Board in:

•

developing and monitoring a process to assess Board effectiveness;

•

developing and implementing our Corporate Governance Guidelines; and

•

reviewing our policies and programs that relate to matters of corporate responsibility of the General Partner and the Partnerships.

Governance Committee

Committee Members:

Kristi Matus (Chair)

Seth Bernstein

Das Narayandas

Mark Pearson

Meetings in 2022: 2

~~The Governance Committee held one meeting in 2020.~~



						For a discussion of the Compensation Committee's responsibilities, please see “Compensation Discussion and Analysis - Compensation Committee; Process for Determining Executive Compensation” in Item 11.
			Compensation and Workplace Practices Committee Committee Members: Kristi Matus (Chair) Daniel Kaye Mark Pearson Meetings in 2022: 6 (5 regular mtgs. and 1 special mtg.)

The functions of each of the Board committees discussed above are more fully described in each committee’s charter. The charters are available onin the "Responsibility - Corporate Governance" section of our Internet Site.

~~119~~

~~Table of Contents~~

Audit Committee Financial Experts; Financial Literacy

Audit Committee Financial Expertise

In February ~~2020,~~2022, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Ms. Domenici and ~~Messrs. Audet and~~Mr. Stonehill is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K. The Board so determined at its regular meeting held in February ~~2020.~~

2022.

Financial Literacy

In February ~~2020,~~2022, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Ms. Domenici, Mr. ~~Audet~~Stonehill and Mr. ~~Stonehill~~Walthall each is financially literate and possesses accounting or related financial management expertise, as contemplated by Section 303A.07(a) of the NYSE Listed Company Manual (“Financially Literate”). The Board so determined at its regular meeting held in February ~~2020.~~2022.

Independence of Certain Directors

In ~~September 2020,~~February 2022, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that ~~Mr. Scott is Financially Literate. The Board so determined at its regular meeting held in September 2020.~~

~~Independence of Certain Directors~~

~~In February 2020, the Governance Committee, after reviewing material prepared by management, recommended that the Board determine that~~ each of Mses. Domenici, Lamm-Tennant and Matus and Messrs. ~~Audet, de Oliveira,~~ Kaye, Narayandas, Stonehill and ~~Stonehill~~Walthall is independent. The Board determined, at its February ~~2020~~2022 regular meeting, that each of these directors is independent within the meaning of the relevant rules.


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In September 2020, the Governance Committee, after reviewing material prepared by management, recommended that the Board determine that Mr. Scott is independent. The Board determined, at its September 2020 regular meeting, that Mr. Scott is independent within the meaning of the relevant rules.Part III

Board Leadership Structure and Role in Risk Oversight

Leadership

The Board, together with the Governance Committee, is responsible for reviewing the Board’s leadership structure. In determining the appropriate individuals to serve as our ~~Chairman~~Chair and our CEO, the Board and the Governance Committee consider, among other things, the composition of the Board, our company’s strong corporate governance practices, and the challenges and opportunities specific to AB.

Contacting our Board

Interested parties wishing to communicate directly with our ~~Chairman~~Chair or the other members of our Board may send an e-mail, with “confidential” in the subject line, to our Corporate Secretary or address mail to ~~Mr. de Oliveira~~Ms. Lamm-Tennant in care of our Corporate Secretary. Our Corporate Secretary will promptly forward such e-mail or mail to ~~Mr. de Oliveira.~~Ms. Lamm-Tennant. We have posted this information in the ~~“Corporate Responsibility~~“Responsibility - Corporate Governance” section of our Internet Site.

Risk Oversight


			Board of Directors


The Board, together with the Audit Committee, has oversight for our company’s risk management framework, which includes investment risk, credit and counterparty risk, and operational risk (includes legal/regulatory risk, cyber security risk and climate risk), and is responsible for helping to ensure that these risks are managed in a sound manner.

The Board, together with the Audit Committee, has oversight for our company’s risk management framework, which includes investment risk, credit and counterparty risk, and operational risk (includes legal/regulatory risk, cyber security risk and climate risk), and is responsible for helping to ensure that these risks are managed in a sound manner. The Board has delegated to the Audit Committee, which consists entirely of independent directors, the responsibility to consider our company’s policies and practices with respect to investment, credit and counterparty, and operational risk assessment and risk management, including discussing with management the major financial, operational and reputational risk exposures and the steps taken to monitor and control such exposures. Members of the company's risk management team (including our Chief Information Security Officer), who are responsible for identifying, managing and controlling the array of risks inherent in our company’s business and operations, make quarterly reports to the Audit Committee, which address investment, credit and counterparty, and operational risk identification, assessment and monitoring. The Chief Risk Officer makes quarterly presentations to the Audit Committee and has reporting lines to the CEO and the Audit Committee.


			q
			Audit Committee


The Board has delegated to the Audit Committee, which consists entirely of independent directors, the responsibility to consider our company’s policies and practices with respect to investment, credit and counterparty, and operational risk assessment and risk management, including discussing with management the major financial, operational and reputational risk exposures and the steps taken to monitor and control such exposures.

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Risk Management Team

Chief Risk Officer

Members of the company's risk management team (including our Chief Security Officer), who are responsible for identifying, managing and controlling the array of risks inherent in our company’s business and operations, make quarterly reports to the Audit Committee, which address investment, credit and counterparty, and operational risk identification, assessment and monitoring.

The Chief Risk Officer makes quarterly presentations to the Audit Committee and has reporting lines to the CEO and the Audit Committee.

The Board has determined that its leadership and risk oversight are appropriate for our company. Mr. Bernstein’s in-depth knowledge of financial services and extensive executive experience in the investment management industry make him ~~suited~~well-suited to serve as our President and CEO, while ~~Mr. de Oliveira’s~~Ms. Lamm-Tennant’s in-depth ~~knowledge of investment management, investment banking~~industry and ~~insurance have proved~~academic experience are invaluable at enhancing the overall functioning of the Board. The Board believes that the combination of a separate ~~Chairman~~Chair and CEO, the Audit Committee, a specialized risk management team and significant involvement from our largest Unitholder (EQH) provide the appropriate leadership to help ensure effective risk oversight.

Code of Ethics and Related Policies

Our directors, officers and employees are subject to our Code of Business Conduct and ~~Ethics.~~Ethics (the "Code of Ethics"). The ~~code~~Code of Ethics is intended to comply with Section 303A.10 of the NYSE Listed Company Manual, Rule 204A-1 under the Investment Advisers Act and Rule 17j-1 under the Investment Company Act, as well as with recommendations issued by the Investment Company Institute regarding, among other things, practices and standards with respect to securities transactions of investment professionals. The Code of ~~Business Conduct and~~ Ethics establishes certain guiding principles for all of our employees, including sensitivity to our fiduciary obligations and ensuring that we meet those obligations. In addition, the Code of Ethics, together with our firm's insider trading policy, restricts employees from trading when in possession of material non-public information of any kind, which can include the existence of a significant cybersecurity incident at our firm. Our Code of ~~Business Conduct and~~ Ethics may be found in the ~~“Corporate Responsibility~~“Responsibility - Corporate Governance” section of our Internet Site.


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We have adopted a Code of Ethics for the CEO and Senior Financial Officers, which is intended to comply with Section 406 of the Sarbanes-Oxley Act of 2002 (“(the “Item 406 Code”). The Item 406 Code ~~which~~ may be found in the ~~“Corporate Responsibility~~“Responsibility - Corporate Governance” section of our Internet ~~Site, was adopted in October 2004 by the Executive Committee.~~Site. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding certain amendments to, or waivers from, provisions of the Item 406 Code that apply to the CEO, the CFO and the Chief Accounting Officer by posting such information on our Internet Site. To date, there have been no such amendments or waivers.

NYSE Governance Matters

Section 303A.00 of the NYSE Listed Company Manual exempts limited partnerships from compliance with the following sections of the Manual, some of which we comply with voluntarily: Section 303A.01 (board must have a majority of independent directors), 303A.04 (corporate governance committee must have only independent directors as its members and must have a charter that addresses, among other things, the committee’s purpose and responsibilities), and 303A.05 (compensation committee must have only independent directors as its members and must have a charter that addresses, among other things, the committee’s purpose and responsibilities).

AB Holding is a limited partnership (as is AB). In addition, because the General Partner is a wholly owned subsidiary of EQH, and the General Partner controls AB Holding (and AB), we believe we also would qualify for the “controlled company” exemption. However, we comply voluntarily with the charter requirements set forth in Sections 303A.04 and 303A.05.

Our Corporate Governance Guidelines (“(the “~~Guidelines~~Guidelines””) promote the effective functioning of the Board and its committees, promote the interests of the Partnerships’ respective Unitholders (with appropriate regard to the Board’s duties to the sole stockholder of the General Partner), and set forth a common set of expectations as to how the Board, its various committees, individual directors and management should perform their functions. The Guidelines may be found in the ~~“Corporate Responsibility~~“Responsibility - Corporate Governance” section of our Internet Site.

The Governance Committee is responsible for considering any request for a waiver under the Code of ~~Business Conduct and~~ Ethics, the Item 406 Code and the EQH Policy Statement on Ethics from any director or executive officer of the General Partner. No such waiver has been granted to date and, if a waiver is granted in the future, such waiver would be described in the ~~“Corporate Responsibility~~“Responsibility - Corporate Governance” section of our Internet Site.

We include in the ~~“Corporate Responsibility~~“Responsibility - Corporate Governance,” section of our Internet site an e-mail address for any interested party, including Unitholders, to communicate with the Board. Our Corporate Secretary reviews e-mails sent to that address and has some discretion in determining how or whether to respond, and in determining to whom such e-mails should be forwarded. In our experience, substantially all of the e-mails received are ordinary client requests for administrative assistance that are best addressed by management, or solicitations of various kinds.

Certifications by our CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 have been furnished as exhibits to this Form 10-K.

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AB Holding Unitholders and AB Unitholders may request a copy of any committee charter, the Guidelines, the Code of ~~Business Conduct and~~ Ethics, and the Item 406 Code by contacting our Corporate Secretary. The charters and memberships of the Executive, Audit, Governance and Compensation Committees may be found in the ~~“Corporate Responsibility~~“Responsibility - Corporate Governance” section of our Internet Site.

Fiduciary Culture

We maintain a robust fiduciary culture and, as a fiduciary, we place the interests of our clients first and foremost. We are committed to the fair and equitable treatment of all our clients, and to compliance with all applicable rules and regulations and internal policies to which our business is subject. We pursue these goals through education of our employees to promote awareness of our fiduciary obligations, incentives that align employees’ interests with those of our clients, and a range of measures, including active monitoring, to ensure regulatory compliance. Our compliance framework includes:


•the Code of Ethics Oversight Committee (the “Ethics Committee”) and the Internal Compliance Controls Committee (the “Compliance Committee”), each of which consists of our executive officers and other senior executives; •an ombudsman office, where employees and others can voice concerns on a confidential basis; •firm-wide compliance and ethics training programs; and •			~~the Code of Ethics Oversight Committee (“Ethics Committee”) and the Internal Compliance Controls Committee (“Compliance Committee”), each of which consists of our executive officers and other senior executives;~~
•			~~an ombudsman office, where employees and others can voice concerns on a confidential basis;~~
•			~~firm-wide compliance and ethics training programs; and~~
•			a Conflicts Officer and a Conflicts Committee, which help to identify and mitigate conflicts of interest.

The Ethics Committee oversees all matters relating to issues arising under our Code of ~~Business Conduct and~~ Ethics and meets on a quarterly basis and at such other times as circumstances warrant. The Ethics Committee and its subcommittee, the Personal Trading Subcommittee, have oversight of personal trading by our employees.

The Compliance Committee reviews compliance issues throughout our firm, endeavors to develop solutions to those issues as they may arise from time to time and oversees implementation of those solutions. The Compliance Committee meets on a quarterly basis and at such other times as circumstances warrant.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires directors of the General Partner and executive officers of the Partnerships, and persons who own more than 10% of the AB Holding Units or AB Units, to file with the SEC initial reports of ownership and reports of changes in ownership of AB Holding Units or AB Units. To the best of our knowledge, during 2020, we complied with all Section 16(a) filing requirements. Our Section 16 filings can be found under “Investor & Media Relations - Reports & SEC Filings” on our Internet Site.

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Item 11.Executive Compensation

Compensation Discussion and Analysis (“CD&A”)

In this CD&A, we provide an overview and analysis of our executive compensation philosophy, address the principal elements used to compensate our executive officers and explain how our executive compensation program aligns with AB’s strategic objectives. Additionally, we discuss ~~2020~~2022 incentive compensation recommendations and decisions made by our Compensation Committee for our named executive officers (“(“NEOs”). This CD&A should be read together with the compensation tables that follow this section. Our NEOs for ~~2020~~2022(1) are:




Seth P. Bernstein President and Chief Executive Officer ("~~CEO~~"(“CEO“)	~~John C. Weisenseel~~ Kate Burke Chief ~~Financial~~ Operating Officer ("(“COO“) and CFO")	Onur Erzan Head of Global Client Group and Private Wealth


~~Kate C. Burke Chief Operating Officer ("COO~~")	~~Ali DibadjHead of Finance and Strategy~~

~~Laurence E. Cranch~~ Karl Sprules Head of Global Technology and Operations	Mark Manley General Counsel and Global Head of Compliance	Bill Siemers Controller and Chief ~~Legal~~Accounting Officer	(and Former Interim CFO)

(1)Ali Dibadj resigned from his position as CFO and Head of Strategy in March 2022. We have included information concerning Mr. Dibadj in this CD&A and the compensatory tables that follow in accordance with applicable SEC rules and regulations.

Compensation Philosophy and Goals

The intellectual capital of our employees is collectively the most important asset of our firm. We invest in people – we hire qualified people, train them, encourage them to give their best thinking to the firm and our clients, and compensate them in a manner designed to motivate, reward and retain them while aligning their interests with the interests of our Unitholders and clients.

Furthermore, our compensation practices are structured to help the firm realize its long-term growth strategy (“to Deliver, Diversify and Expand, Responsibly, with Equitable (the “Growth Strategy”), which includes firm-wide initiatives to:

•Deliver superior investment solutions to our clients;

•Develop high-quality differentiated services; and

•Maintain strong incremental margins.

We also are focused on ensuring that our compensation practices are competitive with industry peers and provide sufficient potential for wealth creation for our NEOs and our employees generally, which we believe will enable us to meet the following key compensation goals:

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

•reward ~~prior year~~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~~2022

~~In 2020, the firm’s results demonstrated meaningful~~Despite a challenging investing and operating environment in 2022, we continued to make progress in executing on our Growth ~~Strategy. Below are key metrics related to the three pillars of the Growth~~ Strategy:

Deliver, Diversify, and Expand, Responsibly, with Equitable.

Deliver ~~superior investment solutions~~Superior Investment Solutions to our ~~clients:~~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,~~2022, our fixed income performance ~~in our Fixed Income suite~~lagged, with 20% of ~~products was mixed, as a strong recovery in risk~~ assets ~~followed a dramatic sell-off in March, with 43%~~outperforming for the one-year period ended December 31, 2022, while the majority, or 53%, outperformed over the three-year period and 70% outperformed for the five-year period. In active equities, 59% of assets were in outperforming services for the one-year period, ~~ended December 31, 2020, while our long-term performance remains strong given 62%~~59% for the three-year period and ~~79%~~77% 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 (this2022. (This performance data reflects the percentage of active fixed income and equity assets in institutional services that outperformed their ~~benchmark,~~respective benchmarks, 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%~~ Additionally, at year-end 2022, 62% of U.S. Fund assets and 38% of Non-U.S. Fund assets were ~~in outperforming services for the one-year period, 61% for the three-year period~~rated 4- or 5-stars by Morningstar.

The following retail fixed income 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).2022:

~~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.~~



AB U.S. retail fixed income mutual funds that placed in the top quartile (3-yrs): •AB Bond Inflation Strategy •AB Municipal Bond Inflation Strategy	AB Non‑U.S. fixed income funds that placed in the top quartile (3-yrs): •AB Short Duration High Yield	AB U.S. retail equity mutual funds that placed in the top quartile (3-yrs): •AB Sustainable Global Thematic	AB Non‑U.S. equity funds that placed in the top quartile (3-yrs): •AB Select US Equity •AB International Healthcare •AB American Growth •AB Sustainable Global Thematic •AB Sustainable US Thematic

Net Flows

Scaling our proven investment services remains a key focus of our firm. ~~In 2020,~~Despite negative returns for both equity and fixed income markets in 2022, which drove industry-wide active net outflows, we generated anour fourth consecutive year of positive active organic growth, ~~rate of 1.0%,~~ or ~~3.0% excluding low-fee AXA redemptions we had been expecting and previously disclosed.~~$0.9 billion, primarily due to 22% organic growth in alternatives/multi-asset. In our Retail channel, ~~record~~ gross sales ~~of $79~~were $65.9 billion, ~~increased 5% year-over-year, reflecting strong growth~~down 34% compared with a record 2021. The retail redemption rate declined to 24% in ~~the U.S.~~2022 from 30% in 2021, and ~~Japan. This growth primarily resulted from Active Equities, which experienced gross sales of $36~~full-year net outflows were $11.6 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.driven by taxable fixed income. In our Institutional channel, gross sales were ~~$30.8~~$32.2 billion, ~~increasing 81% compared~~the highest since 2008, driven by $16 billion in funding related to ~~2019 and representing the firm's highest level of~~two institutional ~~gross sales in 12 years.~~custom target date mandates. The firm generated institutional ~~active equity flows~~net inflows of ~~$7.2~~$6.3 billion, ~~in 2020,~~ or a ~~16%~~2% organic growth ~~rate.~~rate, for a fourth consecutive year of organic growth. Our pipeline of ~~$12.2~~$13.2 billion in AUM decreased by 39% as compared with ~~$15.1~~$21.5 billion a year ago, reflecting strong ~~funding during the~~ fourth quarter ~~of 2020. Active Equities and Alternatives~~funding; alternatives represented over 80% of the pipeline fee base at year-end. In Private Wealth, gross sales in ~~2020~~2022 of ~~$14.3~~$17.5 billion ~~increased 26%~~were strong, decreasing just 4% year-over-year, ~~representing our best production since 2007. And, we continued to expand our use~~and this channel generated its fifth year of ~~innovative product offerings, including a diverse set~~net inflows in the last seven, or 1.4% organic growth.


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Table of ~~Alternatives, ESG-related offerings and tax-sensitive vehicles such as our proprietary SMA Tax Loss Harvesting Portfolio.~~Contents

Part III

Diversify Through D

~~Develop high-quality differentiated services:~~eveloping 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,~~2022, new investment strategy launches across our ~~Sustainable Investing~~global platform ~~experienced strong growth, with $16.5 billion of AUM at year-end, up 60% year-over-year. In our Multi-Asset group,~~included: Diversity Champions Equity, SMA Custom Muni, AB Ultra Short Income ETF, AB Tax-Aware Short Duration Municipal ETF and Fixed Maturity Portfolio 2025. Additionally, we launched ~~six~~multiple new ~~funds, including Global Macro, Event and Merger Arbitrage, ESG, China and low-volatility focused products.~~vehicles for existing investment strategies in response to customer demand, across a diverse set of geographies.

Expand:

~~Additionally,~~In 2022, 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~~expanding our Private Alternatives business, both organically (by scaling existing investment platforms) and ~~media sector;~~inorganically. The acquisition of CarVal Investors, which closed on July 1, 2022, added complementary services including: opportunistic/distressed credit, renewable energy, infrastructure, specialty finance and ~~AnchorPath,~~transportation. AB’s Private Markets platform is now $56 billion, up 57% year over year, reflecting a ~~risk-managed solutions provider.~~

diverse and relevant offering for institutional, retail and private wealth clients. 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. We are also investing in our Insurance asset management business to grow third party clients. And, we have redesigned the Muni investment platform to enable customization and tax optimization at scale in our custom Muni SMAs.

Responsibly:

~~Lastly, in Bernstein Research, we~~We continue to ~~invest~~launch new Portfolios with Purpose, which now represent $24 billion in ~~Hong Kong~~AUM; while down from $32 billion the prior year due to lower market levels, these portfolios continued to grow organically. In 2022, we were recognized as a thought leader, winning numerous awards, including: Best Sustainable Fund Management Group of the Year (Investment Week), and ~~India, where investments~~Environmental Finance’s IMPACT Award for Fixed Income Fund of the Year (Muni Impact).

With Equitable:

Equitable has allocated and is currently deploying $10 billion of permanent capital3 to ~~date have come~~AB’s illiquid platform to ~~fruition.~~reposition and thereby further improve the risk adjusted return of its General Account, through seeding new alternative business at AB. Included in this $10 billion commitment is $750 million to be deployed in AB CarVal strategies.

In addition to funding record inflows to our US and Europe Commercial Real Estate Debt strategies in 2022, Equitable supported the launch of our Ultra Short Income ETF.

As of year-end 2022, more than 50% of the $10 billion of committed capital has been deployed in both Private Alternative and Private Placement strategies.

Maintain ~~strong incremental margins:~~Strong Incremental Margins:

We remain focused on managing costs to help ensure that we generate ~~strong~~targeted incremental adjusted operating ~~margins.~~margins in the range of 45-50%, over time. In ~~2020,~~2022, we continued to ~~make substantial progress on~~execute a key pillar of this strategy, which we initially announced in 2018: the relocation of our corporate headquarters from New York NYCity to ~~Nashville, TN. We expect~~Nashville. In 2022, we continued to ~~occupy in 2021~~relocate positions to our ~~newly~~recently constructed Nashville ~~headquarters building, which will house approximately~~headquarters. We have relocated over 85% of our targeted 1,250 ~~employees over time.~~positions. We continue to seek efficiencies and manage various operating expenses to help ensure that we drive operating leverage on incremental revenues.

~~In 2020, total~~Declines in equity and fixed income markets in 2022 negatively impacted our revenues, resulting in a rolling three-year incremental adjusted ~~compensation and benefits was 47.9%~~operating margin of ~~adjusted revenues, flat compared~~35%, below our targeted range of 45% 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%~~50%. Our adjusted operating margin ~~increased by 260~~decreased to 28.4% in 2022, down 520 basis points ~~to 30.1% in 2020~~as compared to ~~27.5%~~33.6% in ~~2019.~~2021. The ~~increase~~decrease resulted from ~~a 5% increase~~an 8% decline in adjusted net revenues, driven by ~~higher~~lower base fees, ~~higher~~lower performance-based fees, and ~~higher~~a decline in Bernstein Research ~~revenues, partially offset~~Services revenues. Total adjusted compensation and benefits expense declined by ~~a 1% increase in~~3% and total adjusted operating expenses ~~compared to 2019.~~were flat year over year. We provide additional information regarding our adjusted compensation ratio below in this CD&A; see our discussion of “Management Operating Metrics” above in Item 7 for a reconciliation between our results pursuant to US GAAP and our adjusted results.

3Permanent capital means investment capital of indefinite duration, which may be withdrawn under certain conditions. Although Equitable Financial has indicated its intention over time to provide this investment capital to AB, which is mutually beneficial to both firms, it has no binding commitment to do so.


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Part III

Our Compensation ~~Discussion & Analysi~~Practices are Structured to Help the Firm Realize its Growth Strategy

Deliver superior investment solutions to clients

Develop, commercialize

and scale our suite

of services

Launched

5 Services: Diversity Champions Equity, SMA Custom Muni, AB Ultra Short Income ETF, AB Tax-Aware Short Duration Municipal ETF, Fixed Maturity Bond Portfolio 2025

$13.2 billion

Institutional pipeline with strong funding activity, >$27B, throughout FY22 and pipeline active fee rate ~3x the institutional channel fee rate

$23.8 billion

ESG Portfolios with Purpose

$10 billion

Committed by Equitable Financial to expand AB’s Private Alternative and Private Placement Platforms

Fixed Income and Equity Performance

Maintain strong incremental margins(1)

AB Adjusted Operating Margin

Total Unitholder Return

(2018 - 2022; assumes dividend reinvestment)

Private Markets

Rapidly Growing Private Markets Platform

$56B Private Markets AUM, up 57%, driven by the CarVal acquisition and strong organic growth

Overview


Gross Sales	Alts/MAS	Organic Growth	Beneficial Pipeline Mix
AB’s Institutional channel achieved	Alternatives/Multi-Asset organic growth	4th consecutive year of Active organic gains (ex-AXA), averaging	Alternatives represented over
$32.2B	22.3%	3.5%	80%
in gross sales in 2022, highest annual sales since 2008	in 2022	of annual organic growth per year, over the last 4 years	of institutional pipeline fee base at year-end

(1)~~s, and we~~AB generated a rolling three-year (2022 vs 2019) incremental adjusted operating margin of 35% in 2022, below the long-term targeted range of 45-50%. We provide additional information ~~about~~regarding our adjusted operating margin in ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~MD&A above in Item 7.7.


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Overview of ~~2020~~2022 Incentive Compensation Program

When reflecting on ~~2020~~2022 performance and pay, each of our NEOs (other than Mr. Dibadj, who resigned in March 2022) 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 “~~see “Compensation~~Compensation Elements for ~~NEOs”~~ 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~~

In 2022, we utilized performance ~~during 2020 by the Compensation Committee. As part~~scorecards for senior leaders of the ~~Committee's evaluation~~firm, including our NEOs. These scorecards require our senior leaders to develop and maintain a broad leadership mindset with priorities, such as accelerating ESG initiatives and our firm's alternatives platform, that are aligned with firm-wide goals of ~~Mr. Bernstein's performance, the Committee reviewed AB's financial results and a performance~~creating long-term value for all of our stakeholders. The scorecard ~~(the "Scorecard"), which~~for each NEO reflected our Growth Strategy and included actual results relative to target metrics across the following measures:

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

•~~strategic focus areas,~~Investment performance, by delivering competitive returns across services and time periods;

•Strategic, aligned with our strategy of delivering core investment solutions, while developing high-quality differentiated services, in faster-growing geographies, responsibly, in partnership with Equitable;

•Organizational, including ~~investment performance, client retention~~organizational effectiveness and ~~demonstrable progress of strategic priorities;~~efficiency, leadership impact, succession planning, developing talent, innovating and automating, and real estate utilization; and

•~~organizational leadership,~~Cultural, including purpose, employee engagement, diversity, retention and ~~leadership transitions.~~safety.

~~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,scorecards support management 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~~Compensation Committee in assessing 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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(For additional information, ~~Table of Contents~~please see "Compensation Committee; Process for Determining Executive Compensation" below in this CD&A

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, together with ~~the approval of~~ the Compensation Committee, ~~confirmed~~continue to believe that the appropriate metric to consider in determining the amount of incentive compensation paid to all employees, including our NEOs, in respect of ~~2020~~2022 performance is the ratio of adjusted employee compensation and benefits expense to adjusted net revenues, which terms are described immediately ~~below:~~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. Also, we adjust for certain performance-based fees passed through to our investment professionals.

•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. We also adjust for certain acquisition-related pass-through performance-based fees and certain other performance-based fees passed through to our investment professionals.


•2022 Annual Report			~~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. 131

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In addition, Mr. Bernstein and Ms. Burke, together with ~~the approval of~~ the Compensation Committee, ~~determined~~continue to believe that the firm’s adjusted employee compensation and benefits expense, excluding the impact of performance-based fees, generally should not exceed 50.0% of our adjusted net revenues annually, except in unexpected or unusual circumstances. As the table below indicates, in ~~2020,~~2022, adjusted employee compensation and benefits expense amounted to approximately ~~47.9%~~48.4% of our adjusted net revenues (in thousands):


Net Revenues	$	~~3,708,536~~4,054,290
Adjustments (see above)	~~(659,210)~~(718,056)
Adjusted Net Revenues	$	~~3,049,326~~3,336,234

Employee Compensation & Benefits Expense	$	~~1,494,198~~1,666,636
Adjustments (see above)	~~(34,889)~~(53,354)
Adjusted Employee Compensation & Benefits Expense	$	~~1,459,309~~1,613,282
Adjusted Compensation Ratio	~~47.9~~48.4		%

Our ~~2020~~2022 adjusted compensation ratio of approximately ~~47.9%~~48.4% 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:~~


•132			~~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.~~AllianceBernstein

~~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; and~~
•			~~the NEO’s management effectiveness, talent development, focus on diversity and 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~~2022 given each officer’s role, the contents of their respective performance scorecards 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.



			Seth Bernstein President and Chief Executive Officer Summary of Achievements: As President and CEO, Mr. Bernstein led AB to achieve modestly positive active organic growth despite a very challenging year. Disciplined expense management allowed the firm to continue to invest in strategic growth areas, including the acquisition of CarVal Investors ("CarVal") and the expansion of services for key client segments. Mr. Bernstein drove a focus on leadership development, organizational stability, and culture as we successfully returned to the office globally adopting a new hybrid working model.			Individual Achievements Financial and Investment Performance •Led the firm’s efforts in achieving modestly positive active organic growth for the year, in contrast with industry-wide aggregate net active outflows. AB’s total active net flows were positive in 2022, with two of the firm’s three distribution channels growing organically. The firm’s average effective fee rate increased by 3% year-over-year, reflecting a repositioning of the business mix towards higher-value services, including the CarVal acquisition. •Adjusted Earnings per Unit (“EPU”) of $2.95 in 2022 declined 24% compared to 2021, reflecting adverse financial markets. •The majority of equity assets outperformed peers or benchmarks in equities despite the challenging market environment, while fixed income underperformed (as measured by the percentage of assets outperforming). Longer term, five-year returns for both asset classes remain competitive. Strategic •Successfully closed the acquisition of CarVal, a global alternatives manager with complementary capabilities, expanding AB’s private markets platform to $56B in assets under management. •Announced plans to form a joint venture partnership with Société Générale ("SG") for our Bernstein Research Services business, identifying a strategic partner committed to strengthening and growing the cash equities and research business, while allowing AB to continue to invest in key strategic priorities. •Expanded capabilities in key target client segments, including launching an Active ETF platform and expanding custom municipal separately managed accounts for US Retail, while investing in our insurance business to grow third party clients. •Advanced responsibility goals in our operations and continued to elevate AB’s brand and credentials through thought leadership and the launch of additional Portfolios with Purpose. Recognized as Investment Week’s Best Sustainable Fund Management Group of the Year. •Continued to strengthen the partnership with Equitable Holdings, including working jointly to improve yield on their General Account while seeding new private alternatives strategies. Organizational •Prioritized leadership development for our senior staff and launched new manager training programs that reflect our new hybrid work model. •Bolstered the stability of the firm in the face of uncertainty, including cyberattack preparedness, prudent expense management, and a reevaluation of our real estate strategy. Culture •Diversity, Equity & Inclusion continues to be a firm-wide priority, and we saw modest improvements in our underrepresented populations against our goals to increase diverse employees at the firm. •Maintained strong engagement metrics in AB’s employee survey. Launched our new firm-wide purpose and values statements and embedded those principles into talent management processes, corporate messaging, and business unit activities.
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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.



			Kate Burke Chief Operating Officer and Chief Financial Officer Summary of Achievements: As COO, Ms. Burke continued to progress AB’s headquarters transition to Nashville and led the firm’s return to office. In July, Ms. Burke successfully transitioned the role of Head of Private Wealth to Mr. Erzan and took on a new role as CFO, now overseeing all corporate functions of the firm. As CFO, Ms. Burke was a key advisor on the acquisition of CarVal, the planned joint venture with Bernstein Research and Société Générale, and led cost-saving efforts firm-wide.			Individual Achievements Financial •Balanced the firm's revenues, expenses, and financial resources through a disciplined process to manage AB's adjusted margin to 28.4% for the year, which exceeded consensus expectations in a period of weakened financial markets and lower revenues. •Led the firm’s compensation process. Disciplined and continuous management of compensation as the year progressed through volatile financial markets enabled the appropriate balance of talent retention, investment in key growth initiatives, and healthy operating margins. The process resulted in the firm’s compensation ratio of 48.4%, a ratio better than consensus expectations, continuing the firm’s 10-year track record of a compensation ratio below 50%. •Prudent expense management in the face of lower revenues led to a rolling 3-year incremental adjusted operating margin (2022 vs 2019) of 35%, as compared with the targeted long-term range of 45-50%. •Ensured a smooth transition of leadership overseeing AB’s Private Wealth business as well as AB’s financial processes, including accounting, financial planning & analysis, tax, and treasury. Established relationships with the analyst community. Strategic •Helped execute AB’s milestone M&A priorities: the $750 million CarVal acquisition and the planned joint venture with SG. Ms. Burke led critical efforts to integrate the CarVal team across people, culture, benefits, technology, operations and financials. Additionally, Ms. Burke strategized with corporate functions to assess entering into the SG joint venture and implications thereof. •Launched an extensive review, in partnership with the Responsibility team, to identify where ESG is impacting various parts of our operations to enhance governance and broaden accountability. •Led the firm’s Private Wealth business during first half 2022, focused on management accountability, advisor retention, improving digital capabilities and investment advice. Organizational •Implemented enhancements to the firm’s compensation processes, which resulted in increased transparency and improved efficiencies. Enhanced partnership with Equitable Holdings led to improved outcomes with AB’s Compensation Committee. •Increased collaboration across all corporate functions by providing a platform for business leaders to discuss initiatives, emerging issues, resourcing, diversity efforts, and broader topics that impact the firm. •Drove momentum in Nashville with the official unveiling of our headquarters and ongoing meaningful engagement with community and business leaders. Advanced progress toward the firm’s goal of 1,250 employees in Nashville by 2024 by adding 105 employees in 2022. Culture •Led the firm’s efforts to successfully return to the office globally, adopting a new hybrid working model. Ensured organizational and talent management processes supported new ways of working. •Launched AB’s purpose and values while engaging in small group meetings and town halls to reinforce the importance of culture, diverse thinking and corporate responsibility.
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			Onur Erzan Head of Global Client Group and Head of Private Wealth Summary of Achievements: As Head of Global Client Group (CG) and Head of Private Wealth (PW), Mr. Erzan oversaw strong sales across both groups despite challenging markets. Under Mr. Erzan’s leadership, the CG launched an active ETF platform, expanded capabilities for the insurance segment, and launched new sales enablement tools. Additionally, Mr. Erzan successfully transitioned to Head of PW in July focusing on a strategy refresh and realignment of roles and responsibilities. As a member of the executive leadership team, Mr. Erzan collaborated with senior leadership across AB and Equitable Holdings on overall business and sales strategy.			Individual Achievements Financial •Achieved solid results in CG with 2022 gross sales of $98B, including institutional sales of $32B and retail sales of $66B. The institutional pipeline reached a record high in 3Q 2022 surpassing $100M in revenue and $25B in AUM; ended the year with a $13B pipeline. Client retention rates improved across channels. •Generated another year of positive PW net flows at +$1.7B. Advisor productivity remains at historically high levels and the client retention rate improved. PW’s fee rate remained relatively stable as continued growth in private alternatives partially offset the impact of deteriorating equity markets. Strategic •Led CG to make significant progress toward its long-term strategy. Built out the ETF team and launched the firm’s first two active ETFs in short duration fixed income. Launched Oculus, a new US Retail sales enablement platform with a goal to maximize productivity, leveraging data science to drive engagement and deepen client relationships. Successfully launched the CarVal Clean Energy strategy in the US Retail channel. •Focused on growing third party insurance clients by expanding the global sales/specialist team, creating new thought leadership, and holding our inaugural insurance executive seminar “Navigating Disruption and the Future of Insurance.” Grew the customized Defined Contribution franchise with $16B in positive net flows, bolstered by the addition of two new clients. •Developed a four-part vision and strategy for PW focused on meeting client complexity through customized solutions, advisor and client excellence, investment and wealth advice, and scalable advice and services. Select strategic achievements include establishing external partnership with two banking institutions on lending capabilities and continued modernization of technology and operations platform. •Enhanced PW investment oversight through the creation of a formal Manager Research Group responsible for due diligence of new and existing investment services. Implemented modifications to cash program, which enhanced simplicity for clients and improved operational efficiency. Organizational •Focused on attracting and onboarding several senior leadership roles within the CG globally across sales, business development, and product strategy. •Redesigned PW’s organizational structure to focus on new business growth within targeted client segments. (UHNW, Global Families, Family Offices, Women and Diverse Markets). Culture •Fostered a positive, results-driven culture of continuous learning and development across CG and PW. Improved teamwork and collaboration across both organizations, including cross-department partnerships in business management and marketing. •Promoted a customer-centric approach across the organization via segmented client playbooks and client engagement surveys.
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			Karl Sprules Head of Global Technology and Operations Summary of Achievements: As Head of Global Technology & Operations, Mr. Sprules led a team of ~1,100+ employees and ~900+ consultants to provide technology infrastructure, software development, portfolio operations, investment operations, transfer agent, fund accounting and real estate services, globally.			Individual Achievements Financial •Delivered on a three-year project to migrate the accounting platform used within our Private Wealth business to our in-house, strategic platform, increasing integration and reducing risk and technology expense. Strategic •Opened our office in Pune, India, focused on supplying talent to business units across AB. Onboarded the first 300 staff (effective January 1, 2023) and designed the office, technology, people, and management infrastructure to support expansion. •Drove the adoption of blockchain-based technology in our fund transfer agent business with the goal of building operational, security and infrastructure expertise. •Advised on the development of a segregated, end-to-end asset management infrastructure covering all operations and systems to support the build-out of an onshore fund management company in China. •Provided technology and operations thought leadership in the development of new services, including ETFs, municipal bond separately managed accounts, and the integration of CarVal Investors. Organizational •Led the team responsible for returning to the office with our hybrid working model. Brought together a multidisciplinary team from people, legal, security, technology and operations to ensure our global offices welcomed staff back safely and in accordance with local regulations. •Led the effort to consolidate collaboration platforms across AB, moving from four disparate systems to a single, firm-wide tool for office, remote work and mobile collaboration. •Completed a two-year platform investment to deliver a cybersecurity response infrastructure. Developed day zero and day one response plans. Culture •Led the team responsible for opening our new office in London, delivering a collaborative, equitable and state-of-the-art work environment.
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			Mark Manley General Counsel and Global Head of Compliance Summary of Achievements: Upon the retirement of Larry Cranch, AB’s former Chief Legal Officer, on December 31, 2021, Mr. Manley, who had already been serving as General Counsel and Global Head of Compliance, assumed management of AB’s Legal and Compliance department, overseeing all legal and regulatory affairs for the firm. He also joined both the Executive Team and Operating Committee.			Individual Achievements Financial •Continued to control outside counsel expenses with respect to ongoing and routine legal matters. Strategic •Successfully completed the leadership transition of the Legal and Compliance Department. •Ensured no regulatory examination resulted in a material adverse finding or enforcement proceeding. •Provided legal and regulatory guidance in the CarVal and SG transactions; helped lead steering committees on both transactions, focusing on execution and integration. •Enhanced the partnership with Equitable through strong collaboration with its legal leadership and improved AB Board governance and communication. •Oversaw all legal and regulatory matters relating to new product development and strategic initiatives; established ESG risk assessment and compliance programs globally. Organizational •Recruited, developed and retained high-quality talent. •Drove innovation and savings through technology and process improvements. Culture •Emphasized the importance of our fiduciary culture through compliance and workplace practices training; lead departmental initiatives around purpose, values and corporate responsibility.

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			Bill Siemers Controller and Chief Accounting Officer (served as Interim Chief Financial Officer from March 23, 2022 – July 5, 2022) Summary of Achievements: As Controller and Chief Accounting Officer, as well as Interim Chief Financial Officer (CFO), Mr. Siemers oversaw the delivery of complete, accurate and timely financial results both internally and externally (in SEC periodic reports and Earnings Releases) and ensured continuity and continuous improvement of a strong Finance function.			Individual Achievements Financial •Contributed to cost optimization initiatives implemented in response to a volatile market environment. •Improved AB’s financial processes through enhanced accounting, accounts payable, and payroll procedures. Strategic •Supported the execution of the CarVal acquisition and the planned joint venture with SG. •Supported the financial tracking and disclosures related to ESG initiatives. •Increased collaboration of share repurchases, debt levels, and strategic initiatives with Equitable. Organizational •Led the Finance function and executed all CFO responsibilities for approximately three months; supported and helped transition the new CFO. •Coordinated and documented the Finance procedures for cyberattack readiness planning. Culture •Established a Finance Purpose Council and engaged in various Town Halls and small meeting groups to encourage employees to connect with AB’s purpose and values. •Maintained strong Finance employee engagement and retention; grew diversity within our workforce.

			2022 Compensation



			Ali Dibadj ~~Role~~ •~~Leadership, responsibility and performance as Head of Finance and Strategy, including ensuring a seamless transition to the role of~~Former CFO and Head of ~~Strategy.~~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.~~ ~~130~~ ~~Table of Contents~~ ~~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~~Dibadj served as CFO ~~including seamless transition~~and Head of Strategy until March 2022 when he notified AB of his ~~responsibilities~~resignation from his position to ~~Ms. Burke and~~become the chief executive officer of another publicly traded company. Up until his resignation, 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~~Dibadj was responsible for AB's financial functions, including accounting, tax, treasury, financial planning & analysis, investor relations and ~~structuring guidance on several business development opportunities, including the launch~~corporate strategy. Mr. Dibadj's only compensation in 2022 consisted 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. ~~131~~ ~~Table of Contents~~ ~~Compensation Elements for 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~~pro-rata portion of ~~our NEOs’ total compensation. We consider individual experience, responsibilities~~his $400,000 salary (through his termination date) and ~~tenure with the firm~~equity awards he received from EQH (which he forfeited when ~~determining the narrow range of base salaries paid to our NEOs (please refer to~~ “~~Overview of Mr. Bernstein's Employment Agreement” below~~ ~~for information relating to Mr. Bernstein’s base salary and other compensation elements)~~he resigned).			2022 Compensation

The compensation of each of these NEOs (other than Mr. Dibadj) 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 Committee; Process for Determining Executive Compensation

The Compensation Committee consists of Ms. Matus (Chair), Mr. Kaye and Mr. Pearson. The Compensation Committee held five regular meetings and one special meeting in 2022.

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 61.3% economic interest in AB (as of December 31, 2022), 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 Mr. Kaye). This “Section 16 Sub-Committee” approves awards of restricted AB Holding Units to NEOs to ensure we can utilize the short-swing trading exemption set forth in Section 16b-3 under the Exchange Act. Under this exemption, equity grants to our firm's executive officers are exempt from short-swing trading rules if each such grant is approved by the full Board or a committee of the Board consisting entirely of “non-employee” directors (generally, directors who are not officers of the company or an affiliate).

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 in each executive's performance scorecard 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, and as we discuss more fully below in "Compensation Consultant; Benchmarking Data," Ms. Burke provides the Committee with competitive market data from one or more compensation consultants.

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, October and November 2022, as well as one special meeting held in July 2022. The Compensation Committee approved the firm's final year-end compensation recommendations during its regular meeting held in November 2022.

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


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Compensation Consultant; Benchmarking Data

In 2022, we retained McLagan Partners (“McLagan”) as an independent consultant to provide competitive market data and trend forecasting for our NEOs and other senior executives, for which we paid McLagan $53,500 (the "2022 Benchmarking Data"). McLagan has an extensive database on compensation for most investment management companies, including private companies for which information is not otherwise available.

The 2022 Benchmarking Data summarized 2021 compensation levels and 2022 salaries, which helps form a reasonable estimation of compensation levels in the industry for executive positions like those held by our NEOs at selected asset management companies comparable to ours in terms of size and business mix (the “Comparable Companies”) and, in so doing, assists in determining the appropriate level of compensation for our NEOs.

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

~~We provide our 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 NEOs because such bonuses typically are paid during the last week of the year.



~~Annual cash bonuses in respect of 2020 performance for each NEO were determined and paid in December 2020. These bonuses, and the 2020 long-term incentive compensation awards~~ Barings	~~described immediately below~~Columbia Threadneedle	, were based on management’s evaluation, subject to the Compensation Committee’s review and approval, of each NEO’s performance during the year, the firm's progress in advancing its Growth Strategy during the year, the performance of the 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. For more information regarding the factors considered when determining cash bonuses for NEOs, Franklin Tempelton Investments
~~see “Other Factors Considered When Determining NEO Compensation” above~~Goldman Sachs Asset Management	.Invesco	In respect of 2020, Mr. Bernstein received a cash bonus of $4,015,000 in accordance with the terms of the employment agreement into which he entered with the General Partner, AB and AB Holding as of May 1, 2017 (“Janus Henderson Investors
~~CEO Employment Agreement~~Loomis, Sayles & Company	~~”) and after review of Mr. Bernstein's performance during 2020~~MFS Investment Management	Morgan Stanley Investment Management
Neuberger Berman Group	Nuveen Investments	Pacific Investment Management
Prudential Global Investment Mgmt.	Schroder Investment Management	T. Rowe Price

The 2022 Benchmarking Data indicated that, as a group, our NEOs fall within market range. Please note that we excluded Mr. Dibadj from this analysis as he left AB in March 2022 and, accordingly, did not receive year-end incentive compensation.

The Compensation Committee considered this information in concluding that the compensation levels paid in 2022 to our NEOs (other than Mr. Dibadj, who was not considered in this process) were appropriate and reasonable.

Compensation Elements for 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, a defined benefit plan and certain other benefits, each of which we discuss below:

Base Salaries

Base salaries comprise a relatively small portion of our NEOs’ total compensation. We consider individual experience, responsibilities and tenure with the firm when determining the narrow range of base salaries paid to our NEOs (please refer to “Overview of 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 NEOs with annual short-term incentive compensation awards in the form of cash bonuses.

Annual cash bonuses in respect of 2022 performance for each NEO were determined in November 2022 and paid in December 2022. These bonuses, and the 2022 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 NEO’s performance during the year, the firm's progress in advancing its Growth Strategy during the year, the performance of the NEO’s business unit or function compared to business and operational goals established in each NEO's performance scorecard at the beginning of the year, and the firm’s current-year financial performance.

In respect of 2022, Mr. Bernstein received a cash bonus of $4,925,000 in accordance with the terms of the employment agreement into which he entered with the General Partner, AB and AB Holding as of May 1, 2017 (the “CEO Employment Agreement”) and after review of Mr. Bernstein's performance during 2022 by the Compensation Committee. Please refer to “Overview of Mr. Bernstein's Employment Agreement” below for additional information relating to Mr. Bernstein’s cash bonus and other compensation elements.


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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 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 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 NEOs because such awards generally vest ratably over time; awards granted in 2022 generally vest in equal portions over three years, while awards granted prior to 2021 generally vest over four years. We reduced the vesting period to three years for awards in 2021 to help ensure our compensation framework remains highly competitive.

For ~~2020~~2022 performance, ~~these~~ awards were granted in December ~~2020~~2022 to each of Ms. Burke and Messrs. Bernstein, ~~Cranch, Dibadj~~Erzan, Sprules, Manley and ~~Weisenseel~~Siemers pursuant to the AB ~~2020~~2022 Incentive Compensation Award Program ("(the "ICAP"), an unfunded, non-qualified incentive compensation plan, and the AB 2017 Long Term Incentive Plan, our equity compensation plan (“(the “2017 Plan”). Mr. Dibadj, who resigned in March 2022, did not receive an award.

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 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. ~~Commencing in 2018,~~Additionally, 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 full 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~~Sprules each was granted a special restricted AB Holding Unit award with a grant date fair value of $4,000,000. Each award ~~vests~~vested on December 1, 2022, and the underlying AB Holding Units ~~are~~were delivered promptly thereafter ~~provided~~(net of AB Holding Units withheld to cover applicable taxes) given each executive ~~continues~~continued to be employed by AB and each executive ~~moves to and establishes~~had established his or her principal residence in Nashville, TN. ~~Vesting of each executive’s AB Holding Units also is contingent on an assessment by~~Additionally, the Compensation Committee, with ~~appropriate~~ input from Mr. Bernstein, ~~as to whether, and the extent to which:~~determined during its regular meeting held in September 2022 that:

•our firm’s headquarters relocation initiative ishas been 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~~assessed achievement of the criteria both within the executive's business unit and with respect to our firm overall. ~~In December 2019~~

Former CFO and ~~2020, Mr. Bernstein, on behalf~~Head 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.Strategy Resignation

~~CFO Retirement Agreement~~

As announced in a Form 8-K we filed on ~~August 26, 2020,~~March 23, 2022, Mr. ~~Weisenseel will retire~~Dibadj resigned from AB ~~effective September 30, 2021 (the "Retirement Date"). He is transitioning his Finance~~on March 22, 2022. His responsibilities as CFO promptly were transitioned to Mr. ~~Dibadj, who will assume the role of CFO,~~Siemers on an interim basis and ~~his Administrative Services responsibilities~~then 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.~~

July 6, 2022.

The compensatory benefits ~~under~~Mr. Dibadj forfeited by resigning included (i) unvested portions of prior-year long-term incentive compensation awards, aggregating to approximately $1.8 million in value (based on the ~~retirement agreement to which Mr. Weisenseel is entitled include:~~

•~~a lump sum cash payment~~closing price of ~~$250,000 (less applicable tax withholding and other payroll deductions) to be made~~an AB Holding Unit as of June 17, 2022, his official termination date taking into account the garden leave obligation provided in the ~~first pay period immediately after~~ICAP award agreement); and (ii) the ~~Retirement Date;~~

•~~the vesting~~unvested portions of restricted stock unit awards and performance share awards granted to him by EQH in connection with his membership on and service to EQH's Management Committee, aggregating to approximately $150,000 (based on the ~~Retirement Date and, per Mr. Weisenseel's election, delivery on March 31, 2027~~closing price of ~~113,266 AB Holding Units, which represents a pro rata vesting through the Retirement Date~~an EQH share as of ~~the restricted AB Holding Units~~ June 17, 2022).


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•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 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, and as of June 28, 2022, the “AB Profit Sharing Plan”), a tax-qualified defined contribution 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 ~~2020,~~2022, the Compensation Committee determined in ~~December 2020~~November 2022 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.~~contribution paid by AB.

Defined Benefit Plan

We maintain a qualified, noncontributory, defined benefit retirement plan (the “AB Retirement Plan”) covering current and former employees who were employed by AB in the United States prior to October 2, 2000. Benefits are based on years of credited service, average final base salary (as defined in the AB Retirement Plan) and primary Social Security benefits. Service and compensation after December 31, 2008 are not taken into account in determining participants’ retirement benefits. Of our named executive officers, only Messrs. Sprules and Manley are eligible participants in the AB Retirement Plan.

The maximum annual benefit payable under the AB Retirement Plan may not exceed the lesser of $100,000 or 100% of a participant’s average aggregate compensation for the three consecutive years in which he or she received the highest aggregate compensation from us or such lower limit as may be imposed by the Internal Revenue Code of 1986, as amended (the "Code"), on certain participants by reason of their coverage under another qualified retirement plan we maintain. The AB Retirement Plan generally provides for payments to, or on behalf of, each vested employee upon such employee’s retirement at the normal retirement age provided under the plan or later, although provision is made for payment of early retirement benefits on an "actuarially" reduced basis. Normal retirement age under the AB Retirement Plan is 65. Death benefits are payable to the surviving spouse of an employee who dies with a vested benefit under the AB Retirement Plan. For additional information regarding interest rates and actuarial assumptions, see Note 18 to AB’s consolidated financial statements in Item 8.

A participant in the AB Retirement Plan is eligible for early retirement upon termination of employment if the participant is at least age 55 and the sum of the participant’s age and years of vesting service equals at least 80. As of December 31, 2022, Mr. Sprules has attained age 49 and earned 25 years of vesting service. (For purposes of determining early retirement eligibility, years of service after benefits under the AB Retirement Plan ceased accruing are included.) Because Mr. Sprules is younger than age 55 and the sum of his age and service is less than 80, he is not eligible for early retirement. As of December 31, 2022, Mr. Manley has attained age 60 and earned 39 years of vesting service. Because the total of Mr. Manly’s age and years of service exceeded 80, he is eligible for early retirement.

The early retirement benefit is “actuarially” reduced for each month that payments begin before age 65. The reduction to the pension is made because it costs more money to provide payments over a longer period of time. In other words, the monthly benefit commencing at the early retirement date has the same value as a monthly benefit beginning at age 65. The actuarial adjustment factors are based on the mortality assumptions specified under Section 417(e) of the Code and a 6.0% interest rate, as specified in the AB Retirement Plan. For example, a 60 year old participant (like Mr. Manley) would receive approximately 66% of the accrued benefit that would have been payable at age 65.

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.


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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 NEOs.

Consideration of Risk Matters in Determining Compensation

In ~~2020,~~2022, 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~~“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, whether relating to investments, operations, regulatory compliance and/or cyber security, that could lead to a decrease in the value of the 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~~“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.

Overview of Mr. Bernstein's Employment Agreement

Pursuant to the CEO Employment Agreement, Mr. Bernstein served as our President and CEO for an initial term that commenced on May 1, 2017 and ended on May 1, 2020. The initial term automatically was extended for one additional year on May 1, 2020 and ~~will~~ automatically ~~extend~~extends each May thereafter, ~~beginning May 1, 2021,~~ unless the CEO Employment Agreement is terminated in accordance with its terms (“(the “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 S.A., formerly AB's ultimate parent company ("AXA"), and 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 onin 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 ("(the "SPB First Amendment").

Additionally, the Compensation Committee, during its regular meeting held onin 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~~’sBernstein’s Compensation

Base Salary

Mr. Bernstein’s annual base salary under the CEO Employment Agreement has 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 at the discretion of the Compensation Committee.


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Cash Bonus

Under the CEO Employment Agreement, Mr. Bernstein ~~was~~is entitled to be paid a cash bonus at a target level of $3,000,000 in ~~2020,~~each year during the Employment Term, 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~~2022 by the Compensation Committee, Mr. Bernstein was paid a cash bonus of ~~$4,015,000.~~$4,925,000. 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~~his performance scorecard and Mr. Bernstein's individual achievements during ~~2020,~~2022, as described above.

Restricted AB Holding Units

Commencing in 2018 and during the remainder of the Employment Term, Mr. Bernstein 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~~$4,575,000 during ~~December 2020.~~November 2022. 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~~2022 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. These provisions also are described in a compensatory table below entitled, “Potential Payments upon Termination or Change in 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;~~•A cash payment equal to (a) the sum of his current base salary and his bonus opportunity amount, multiplied by one (1), if Mr. Bernstein resigns for "good reason," or (b) the sum of his current base salary and his bonus opportunity amount, multiplied by one and a half (1.5), if Mr. Bernstein's employment is terminated other than for "cause," or because of his death or disability;
			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;~~
			~~immediate vesting of the outstanding portion of the equity award he was granted in May 2017;~~
			~~delivery of AB Holding Units in respect of the equity award he was granted in May 2017 (subject to any withholding requirements);~~
			~~monthly payments equal to the cost of COBRA coverage for the COBRA coverage period; and~~
			~~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.~~

•a pro rata bonus based on actual performance for the fiscal year in which the termination occurs;

•monthly payments equal to the cost of COBRA coverage for the COBRA coverage period; and

•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 (2) times the sum of ~~(a)~~ his current base salary and ~~(b)~~ his bonus opportunity 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), the equity award he was granted in May 2017 will immediately vest and AB Holding Units in respect of any such award 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 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.

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, EQH and its majority-owned subsidiaries ceasing to control the election of a majority of the Board.

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 EQH


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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, AXA and 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:

~~136~~•permitted AB to recruit and retain a highly-qualified CEO;

~~Table~~•aligned Mr. Bernstein’s long-term interests with those of ~~Contents~~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


•			~~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,

Ms. Burke, Mr. Erzan and Mr. Dibadj

In ~~2020, the board of directors of~~February 2022, EQH granted to Mr. Bernstein, in connection with his membership on and service to the EQH Management Committee:

•a restricted stock unit award (for EQH common stock) with a grant date fair value of ~~$250,019;~~

$400,033; and

•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~~$600,029, which can be earned subject to EQH’s total shareholder return relative to its peer ~~group; and~~group.

Additionally, in February 2022, EQH granted to each of Ms. Burke, Mr. Erzan and Mr. Dibadj, in connection with their membership on and service to the EQH Management Committee:

•a restricted stock ~~options~~unit award (for EQH common stock) with a grant date fair value of ~~$250,003.~~$40,021; and

•a performance share award (for EQH common stock) with a grant date fair value of $60,014, which can be earned subject to EQH’s total shareholder return relative to its peer group.

Assumptions made in determining the EQH restricted stock unit and performance share figures discussed above are described in footnotes to the compensatory tables below entitled "Summary Compensation Table for 2022" and "Grants of Plan-Based Awards in 2022."

Mr. Bernstein, Ms. Burke and Mr. Erzan may receive additional equity or cash compensation from EQH in the future related to ~~his~~their continued membership on and service onto the EQH Management Committee. Mr. Dibadj, who resigned as our firm's CFO and Head of Strategy in March 2022 (and from the EQH Management Committee), forfeited his awards and is ineligible for additional awards.

CEO Pay Ratio

In ~~2020,~~2022, the compensation of Mr. Bernstein, our President and CEO, was approximately 6171 times the median pay of our employees, resulting in a ~~61:~~71:1 CEO Pay Ratio.

We identified our median employee by examining ~~2020~~2022 total compensation for all individuals, excluding Mr. Bernstein, who were employed by our firm as of December 31, ~~2020,~~2022, 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 ~~2020~~2022 fiscal year based on the average monthly exchange rates for the ~~12-month~~three-month period ending September 30, ~~2020~~2022 (data compiled in fourth quarter) between the local currencies in which such employees are paid and ~~U.S~~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 ~~2020~~2022 for such employee using the same methodology we use for our NEOs as set forth below in the Summary Compensation Table for ~~2020~~2022.

As illustrated in the table below, our ~~2020~~2022 CEO Pay Ratio is ~~61:1:~~

Seth Bernstein Median Employee
Base salary ($) 500,000 127,750
Cash bonus ($) 4,015,000 20,250
Stock awards ($) (1)
4,835,054 —
All other compensation ($) (2)
52,509 5,513
Total ($) 9,402,563 153,513
2020 CEO Pay Ratio 61:1

~~_____________________~~71:1:

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	Seth Bernstein	Median Employee
Base salary ($)	500,000	137,500
Cash bonus ($)	4,925,000	17,500
Stock awards ($)(1)	5,575,062	—
All other compensation ($)(2)	277,777	3,438
Total ($)	11,277,839	158,438
2022 CEO Pay Ratio	71:1

(1)Includes (i) an award granted by AB of restricted AB Holding Units with a grant date fair value of ~~$3,835,000~~$4,575,000 and (ii) awards granted by EQH with an aggregate grant date fair value of ~~$1,000,053,~~$1,000,062, 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 ~~2020~~2022 below. The median employee's other compensation consists of a ~~$5,513 profit sharing plan contribution.~~

$3,438 match under the AB Profit Sharing Plan.

Other Compensation-Related Matters

AB and AB Holding are, respectively, private and public limited partnerships. They are subject to taxes other than federal and state corporate income tax ((see ~~see “Structure-related~~“Structure-related Risks” in Item 1A and Note 21 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 ~~2020.~~

2022.

Compensation Committee Interlocks and Insider Participation

Mr. Pearson is a director and the President and CEO of EQH, the 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.


Kristi Matus (Chair)			~~Paul Audet~~
~~Ramon de Oliveira~~			Daniel Kaye
Mark Pearson			~~Bertram Scott~~

~~138~~


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~~Summary Compensation Table for 2020~~


Summary Compensation Table for 2022

Total compensation of our NEOs for ~~2020, 2019~~2022, 2021 and ~~2018,~~2020, as applicable, is as follows:

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


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards(1)(2) ($)	Option Awards(3) ($)	Pension ($)	All Other Compensation ($)	Total ($)
Seth Bernstein(4)(5)	2022	500,000	4,925,000	5,575,062	—	—	277,777	11,277,839
President and CEO	2021	500,000	5,575,000	6,075,000	—	—	142,813	12,292,813
	2020	500,000	4,015,000	4,585,051	250,003	—	52,509	9,402,563
Kate Burke(6)	2022	400,000	2,050,000	1,700,035	—	—	16,216	4,166,251
COO and CFO	2021	400,000	2,275,000	1,925,000	—	—	15,455	4,615,455
	2020	300,000	1,665,000	1,285,000	—	—	19,517	3,269,517
Onur Erzan(6)(7)	2022	400,000	1,955,851	1,605,886	—	—	11,017	3,972,754
Head of Global Client Group and Private Wealth
Karl Sprules(8) Head of Global Technology and Operations	2022	400,000	1,555,000	1,105,000	—	122,835	17,860	3,200,695
	2021	400,000	1,725,000	1,275,000	—		42,040	3,442,040
Mark Manley(7) Global Head of Compliance and General Counsel	2022	300,000	780,000	345,000	—	482,194	26,898	1,934,092

Bill Siemers(7) Controller and Chief Accounting Officer (and Former Interim CFO)	2022	300,000	525,000	1,175,034	—	—	17,340	2,017,374

Ali Dibadj(6)(9)	2022	195,385	—	100,035	—	—	291	295,711
Former CFO & Head of Strategy	2021	400,000	2,025,000	1,675,000	—	—	15,130	4,115,130
	2020	400,000	945,000	665,000	—	—	14,880	2,024,880

(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 8.8. Assumptions made in determining the EQH restricted stock unit and performance share figures in the "Stock Awards" column are set forth in the EQH 2022 Long-Term Incentive Compensation Program and described in a footnote to the "Grants of Plan-Based Awards in 2022" table below.

(2)See “Grants of ~~Plan-based~~Plan-Based Awards in ~~2020”~~2022” 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~~award (which ~~were~~was 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"~~Bernstein, Ms. Burke, Mr. Erzan and Mr. Dibadj" above in CD&Afor a description of Mr. Bernstein's compensatory ~~elements~~.elements. Please be advised that Mr. Bernstein's compensation also is disclosed by EQH.

(5)The "Stock Awards" column for 2022 includes the grant date fair value of the restricted stock award (grant date fair value of $400,033) and the performance share award (grant date fair value of $600,029) Mr. Bernstein received from EQH in February 2022. For 2021, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $340,000) and the performance share award (grant date fair value of $510,000) Mr. Bernstein received from EQH in February 2021. For 2020, this column 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.

(6)The "Stock Awards" column for ~~2019~~2022 includes the grant date fair value of the restricted stock unit award (grant date fair value of ~~$250,010)~~$40,021) and the performance share award (grant date fair value of ~~$500,016)~~$60,014) Ms. Burke, Mr. ~~Bernstein~~Erzan and Mr. Dibadj each received from EQH in February ~~2019. The "Stock Awards"~~2022. For 2021, this column ~~for 2018~~ includes the grant date fair value of the ~~transaction incentive~~restricted stock unit award (grant date fair value of $40,000) and the performance share award (grant date fair value of $60,000) Ms. Burke and Mr. ~~Bernstein~~Dibadj each received from EQH in ~~May 2018, which had a grant date fair value~~February 2021.


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Table of ~~$740,000.~~Contents

~~(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.~~Part III

(7)We have not provided ~~2019~~2021 or ~~2018~~2020 compensation for Messrs. Erzan, Manley or Siemers; they were not deemed NEOs in those years.

(8)We have not provided 2020 compensation for Mr. ~~Dibadj~~Sprules as he was not deemed to be a ~~named executive officer~~NEO in ~~those years.~~that year.

(9)

~~139~~

~~Table~~Mr. Dibadj resigned as our firm's CFO and Head of ~~Contents~~Strategy in March 2022 to become the CEO at another publicly traded company. As a result, he forfeited the EQH awards granted to him in 2022 and the unvested portions of the EQH awards granted to him in 2021.

The “All Other Compensation” column includes the aggregate incremental cost to our company of certain other expenses and perquisites. For ~~2020,~~2022, this column includes the following:

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 11,007 (1) 14,250 2,322 24,930 —
Kate C. Burke — 14,250 450 4,817 —
Ali Dibadj — 14,250 630 — —
Laurence E. Cranch — 14,250 3,708 — —
John C. Weisenseel — 14,250 2,574 — —


Name	Personal Use of Car and Driver ($)		Contributions to Profit Sharing Plan ($)	Life Insurance Premiums ($)	Other(2) ($)
Seth Bernstein	258,939	(1)	15,250	3,564	24
Kate Burke	—		15,250	966	—
Onur Erzan	—		10,000	630	387
Karl Sprules	—		15,250	2,610	—
Mark Manley	—		15,000	11,484	414
Bill Siemers	—		15,000	1,980	360
Ali Dibadj	—		—	291	—

(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~~These amounts represent stipends paid to NEOs to help cover the ~~table for Mr. Bernstein relates~~cost of a mobile phone; these stipends are paid to ~~financial/tax planning services, while the amount set forth in the table for Ms. Burke relates to our headquarters relocation to Nashville, TN.~~employees generally as well.


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Grants of ~~Plan-based~~Plan-Based Awards in ~~2020~~

2022

Grants of awards under the 2017 Plan, our equity compensation plan, during ~~2020~~2022 made to our NEO are as follows (we also discuss awards issued by EQH to Mr. ~~Bernstein)~~Bernstein, Ms. Burke, Mr. Erzan and Mr. Dibadj):

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)
12/11/2020 119,471 3,835,000
2/26/2020 10,786 250,019
2/26/2020 10,452 250,012
2/26/2020 10,786 250,019
Kate C. Burke(2)
12/11/2020 40,032 1,285,000
Ali Dibadj(2)
12/11/2020 20,717 665,000
Laurence E. Cranch(2)
12/11/2020 20,561 660,000
John C. Weisenseel(2)
12/11/2020 26,247 842,500


	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock Awards(1) ($)	Performance Based EQH Awards(3)
Name				Threshold (#)	Target (#)	Maximum (#)
Seth Bernstein(2)(3)	12/12/2022	117,791	4,575,000
	2/16/2022	11,565	400,033
	2/16/2022	16,217	600,029	4,054	16,217	32,434
Kate Burke(2)(3)	12/12/2022	41,195	1,600,000
	2/16/2022	1,157	40,021
	2/16/2022	1,622	60,014	406	1,622	3,244
Onur Erzan(2)(3)	12/12/2022	38,771	1,505,851
	2/16/2022	1,157	40,021
	2/16/2022	1,622	60,014	406	1,622	3,244
Karl Sprules(2)	12/12/2022	28,450	1,105,000
Mark Manley(2)	12/12/2022	8,883	345,000
Bill Siemers(2)(5)	12/12/2022	4,506	175,000
	3/24/2022	21,873	1,000,034
Ali Dibadj(3)(4)	2/16/2022	1,157	40,021
	2/16/2022	1,622	60,014

(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~~2022 Incentive Compensation Program” and “Compensation Elements for NEOs—Long-Term Incentive Compensation Awards,”long-term incentive compensation awards granted in ~~2020~~December 2022 to our NEOs were denominated in restricted AB Holding Units. These awards vest in equal annual increments on each of December 1, 2023, 2024 and 2025. 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~~2022 and the “AB Holding Unit Awards” columns of the Outstanding Equity Awards at ~~2020~~2022 Fiscal Year-End Table.

(3)In February ~~2020,~~2022, EQH granted to each of Mr. Bernstein, Ms. Burke, Mr. Erzan and Mr. Dibadj (i) a restricted stock unit award with a grant date fair value of ~~$250,019~~$400,033, $40,021, $40,021, and $40,021, respectively, 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~~$600,029, $60,014, $60,014 and ~~half of~~$60,014, respectively, which can be earned subject to EQH's total shareholder return ("TSR") relative to its peer group. TSR is the total amount a company returns to investors during a designated period, including both capital gains and dividends. The number of performance shares that are earned will be determined at the end of the performance period (December 2024) by multiplying the number of unearned performance shares by one of the following performance factors: 200% if EQH's TSR relative to its peers is in the 87.5th percentile or greater; 100% if in the 50th percentile; 25% if in the 30th percentile; and nothing if falls below the 30th percentile. EQH performance shares receive dividend equivalents subject to the same vesting schedule and performance conditions as the performance shares themselves. The restricted stock unit awards, which vest in equal annual increments on each of February 28, 2023, 2024 and 2025, subject to continued service, increase or decrease in value depending on the price of an EQH common share. EQH restricted stock units receive dividend equivalents subject to the same vesting schedule and other requirements.

(4)Mr. Dibadj forfeited these awards.

(5)The award granted to Mr. Siemers in March 2022 cliff vests in February 2024 subject to Mr. Siemers's continued employment.

In ~~2020,~~2022, the number of restricted AB Holding Units comprising year-end long-term incentive compensation awards granted to each NEO was determined based on the closing price of an AB Holding Unit as reported for NYSE composite transactions on December ~~11, 2020,~~12, 2022, the date as 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;~~Pearson; the Section 16 Subcommittee, which approved awards to our NEOs, consisted of Ms. Matus (Chair) and ~~Messrs. Audet, de Oliveira, Kaye and Scott.~~Mr. Kaye. 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 ~~2020~~2022 Incentive Compensation Program" and "Compensation Elements for NEOs" above.

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~~Program," "Other Factors Considered When Determining NEO Compensation," and "Compensation Elements for NEOs" above.~~

Outstanding Equity Awards at ~~2020~~2022 Fiscal Year-End

Outstanding equity awards held by our NEOs as of December 31, ~~2020~~2022 are as follows:


	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 ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested(12) ($)
Seth Bernstein(1)(2)(3)(5)	65,446	—	$	18.74	2/14/2029	280,690	9,647,310
	38,140	19,069	23.18		2/26/2030	24,308	697,634
	—	—	—		—	35,427	1,016,755
Kate Burke(4)(5)(6)	—	—	—		—	94,095	3,234,029
	—	—	—		—	2,192	62,909
	—	—	—		—	923	26,490
Onur Erzan(4)(5)(7)	—	—	—		—	137,265	4,717,805
	—	—	—		—	2,192	62,909
	—	—	—		—	923	26,490
Karl Sprules(8)	—	—	—		—	72,205	2,481,682
Mark Manley(9)	—	—	—		—	21,800	749,269
Bill Siemers(10)	—	—	—		—	31,760	1,091,585
Ali Dibadj(11)	—	—	—		—	—	—

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 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. Additionally, Mr. Bernstein was awarded: (i) ~~119,471~~117,791 restricted AB Holding Units in December ~~2020, which~~2022 that are scheduled to vest in equal increments on each of December 1, ~~2021, 2022,~~ 2023, 2024 and ~~2024;~~2025; (ii) ~~139,131~~102,572 restricted AB Holding Units in December ~~2019,~~2021, one-third of which ~~25%~~ vested on December 1, ~~2020~~2022, and the remainder of which is scheduled to vest in equal increments on each of December 1, ~~2021, 2022~~2023 and ~~2023; and~~2024; (iii) ~~149,868~~119,471 restricted AB Holding Units in December ~~2018,~~2020, of which 25% vested on each of December 1, ~~2019~~2021 and ~~2020~~2022, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2023 and 2024; and (iv) 139,131 restricted AB Holding Units in December 2019, of which 25% vested on each of December 1, 2020, 2021 and ~~2022.~~2022, and the remainder of which is scheduled to vest on December 1, 2023. For further information, see “Overview of Mr. Bernstein's Employment Agreement” ~~above~~.above.

(2)EQH ~~awarded~~restricted stock unit awards, which are described for Mr. Bernstein in the second line of data in the above table, will vest ratably over their three-year vesting period subject to continued employment during the vesting period. EQH performance share awards, which are described in the third line of data in the above table, cliff vest on the third anniversary of grant date subject to meeting the applicable performance criteria. In February 2022, 2021 and 2020, EQH granted to Mr. ~~Bernstein:~~Bernstein (i) a restricted stock unit award with a grant date fair value of $400,033, $340,000 and $250,019, respectively, and (ii) a performance share award with a grant date fair value of $600,029, $510,000 and $500,031, respectively. The performance share awards granted in ~~February~~2022 and 2021 can be earned subject to EQH's TSR relative to its peer group. Approximately half of the performance share award granted in 2020 can be earned subject to EQH's performance against specified non-GAAP financial targets (specifically, non-GAAP return-on-equity targets), while the other half has been earned subject to EQH's TSR relative to its peer group. Please see the table above entitled "Grants of Plan-Based Awards in 2022" for additional information regarding the EQH awards.

(3)The option awards described in the table were issued by EQH and 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 ~~buy 57,209~~ ensure consistency. The effect of expected early exercise is accounted for through the use of an expected life assumption based on historical data.

(4)EQH ~~shares,~~restricted stock unit awards, which are ~~scheduled to vest in equal increments on~~described for each of Ms. Burke and Mr. Erzan in their respective second lines of data in the above table, will vest ratably over their three-year vesting period subject to continued employment during the vesting period. EQH performance share awards, which are described in the third line of data in the above table, cliff vest on the third anniversary of grant date subject to meeting the applicable performance criteria. In February ~~26, 2021,~~ 2022 and ~~2023; and, in February 2019, options~~2021, respectively, EQH granted 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~~Ms. Burke and ~~2022.~~Mr. Erzan (i) a restricted stock unit award with a grant date fair value of $40,021 and $40,000, respectively and (ii) a performance share award with a grant date fair value of $60,014 and $60,000, respectively, which can be earned subject to EQH's total shareholder return relative to its peer group. Please see the table above entitled "Grants of Plan-Based Awards in 2022" for additional information regarding the EQH awards.

~~(3)~~(5)For further information regarding the equity awards granted to Mr. Bernstein, Ms. Burke and/or Mr. Erzan by EQH, please see "Compensation awarded by EQH to Mr. ~~Bernstein" above.~~Bernstein, Ms. Burke, Mr. Erzan and Mr. Dibadj" above in CD&A.


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Part III

(6)Ms. Burke was awarded: (i) ~~40,032~~41,195 restricted AB Holding Units in December ~~2020, which~~2022 that are scheduled to vest in equal increments on each of December 1, ~~2021, 2022,~~ 2023, 2024 and ~~2024;~~2025; (ii) ~~36,000~~35,827 restricted AB Holding Units in December ~~2019,~~2021, one-third of which ~~25%~~ vested on December 1, ~~2020~~2022, and the remainder of which is scheduled to vest in equal increments on each of December 1, ~~2021, 2022~~2023 and ~~2023;~~2024; (iii) ~~16,486~~40,032 restricted AB Holding Units in December ~~2018,~~2020, of which 25% vested on each of December 1, ~~2019~~2021 and ~~2020~~2022, and the remainder of which is scheduled to vest in equal increments on each of December 1, ~~2021~~2023 and ~~2022;~~2024; and (iv) ~~151,803 restricted AB Holding Units in April 2018, which are scheduled to cliff vest on December 1, 2022; and (v) 16,433~~36,000 restricted AB Holding Units in December ~~2017,~~2019, of which 25% vested on each of December 1, ~~2018, 2019~~2020, 2021 and ~~2020~~2022, and the remainder of which is scheduled to vest on December 1, ~~2021.~~2023.

~~(5)~~(7)Mr. ~~Dibadj~~Erzan was awarded ~~20,717~~38,771 restricted AB Holding Units in December ~~2020, which~~2022 that are scheduled to vest in equal increments on each of December 1, ~~2021, 2022,~~ 2023, 2024 and ~~2024.~~2025. The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in a year prior to when Mr. Erzan was deemed to be a NEO.

~~(6)~~(8)Mr. ~~Cranch~~Sprules was ~~awarded:~~awarded (i) ~~20,561~~28,450 restricted AB Holding Units in December ~~2020, which~~2022 that are scheduled to vest in equal increments on each of December 1, ~~2021, 2022,~~ 2023, 2024 and ~~2024;~~2025; and (ii) ~~22,957~~25,030 restricted AB Holding Units in December ~~2019,~~2021, of which ~~25%~~one-third vested on December 1, ~~2020~~2022, and the remainder of which is scheduled to vest in equal increments on each of December 1, ~~2021, 2022~~2023 and ~~2023; (iii) 24,728~~2024. The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years prior to when Mr. Sprules was deemed to be a NEO.

(9)Mr. Manley was awarded 8,883 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~~2022 that are scheduled to vest in equal increments on each of December 1, ~~2021, 2022,~~ 2023, 2024 and ~~2024; (ii) 29,305~~2025. The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years prior to when Mr. Manley was deemed to be a NEO.

(10)Mr. Siemers was awarded: (i) 4,506 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~~2022 that are scheduled to vest in equal increments on each of December 1, ~~2021, 2022~~2023, 2024 and ~~2023; (iii) 31,566~~2025; and (ii) 21,873 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~~March 2022 that are scheduled to cliff vest in ~~equal increments on each of December 1, 2021 and 2022; (iv) 151,803 restricted~~February 2024. The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in ~~April 2018,~~years prior to when Mr. Siemers was deemed to be a NEO.

(11)Mr. Dibadj had no outstanding awards as of ~~which 113,266~~December 31, 2022, because he forfeited his unvested AB Holding ~~Units shall vest on September 30, 2021~~Unit and ~~the remainder~~EQH share awards as a result 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 Unitshis resignation 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.~~March 2022.

~~(8)~~(12)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,~~$34.37, which was the closing price on the NYSE of an AB Holding Unit on December ~~31, 2020,~~30, 2022, the last trading day of AB's last completed fiscal year.

The market values of EQH shares set forth in this column were calculated assuming a price per share of $28.70, which was the closing price on the NYSE of an EQH share on December 30, 2022.

Option Exercises and AB Holding Units (and EQH Shares) Vested in ~~2020~~

2022

AB Holding Units and EQH shares held by our NEOs that vested during ~~2020~~2022 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 and EQH Option Awards		AB Holding Unit and EQH Share Awards
Name	Number of AB Holding Units or EQH Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of AB Holding Units or EQH Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Seth Bernstein(1)	—	—	199,915	7,698,133
Kate Burke(2)	—	—	187,363	7,621,786
Onur Erzan(2)	—	—	12,142	490,290
Karl Sprules	—	—	184,363	7,503,554
Mark Manley	—	—	46,384	1,887,811
Bill Siemers	—	—	21,291	866,562
Ali Dibadj(2)	—	—	489	16,001

(1)Includes 63,607 EQH shares with a value of $2,150,398 that vested during 2022.

(2)Includes 489 EQH shares with a value of $16,001 that vested during 2022.


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Pension Benefits


Name	Plan Name	Number of Years of Credited Service(2)	Present Value of Accumulated Benefit(3)	Payments During Last Fiscal Year
Karl Sprules (1)	AB Retirement Plan	11	122,835	—
Mark Manley(1)	AB Retirement Plan	25	482,194	—

(1)We have provided information for Messrs. Sprules and Manley; they are the only of our NEOs who participate in the AB Retirement Plan. For additional information regarding the AB Retirement Plan, including actuarial assumptions and potential early retirement benefits, see "Defined Benefit Plan" above in CD&A and Note 18 to AB's consolidated financial statements in Item 8 of this Form 10-K.

(2)Effective December 31, 2008, benefit accruals were frozen under the AB Retirement Plan.

(3)Actuarial present value of accumulated benefits as of December 31, 2022 using assumptions consistent with ASC 715 calculations, with the following exceptions: (i) retirement age assumed to be the Nominal Retirement Age (as defined in the AB Retirement Plan); and (ii) no pre-retirement mortality, disability or termination assumed.

Potential Payments upon Termination or Change in Control

Estimated payments and benefits to which our 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, ~~2020~~2022 are as follows:


Name and Trigger Event	Cash Payments(1) ($)	Acceleration of Restricted AB Holding Unit Awards(2) ($)	Other Benefits(3) ($)
Seth Bernstein
Change in control	—	9,647,310	—
Termination by Mr. Bernstein for good reason(4)	3,500,000	9,647,310	19,279
Termination of Mr. Bernstein's employment by AB other than for Cause or due to Death or Disability(5)(6)(7)	5,250,000	9,647,310	19,279
Change in control + termination by Mr. Bernstein for good reason or termination of Mr. Bernstein's employment without cause(4)	7,000,000	9,647,310	19,279
Resignation (complies with applicable agreements and restrictive covenants) under ICAP(8)	—	9,647,310	—
Death or disability(7)	—	9,647,310	19,279
Kate Burke
Change in control	—	3,234,029	—
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	4,900,000	3,234,029	—
Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP)(7)(8)	—	3,234,029	—
Onur Erzan
Change in control	—	4,717,805	—
Change in control + employment terminated by AB other than for cause, termination by Mr. Erzan for good reason, or termination due to death or disability	4,711,702	4,717,805	—
Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP; excludes 2021 RSU award)(7)(8)	—	2,133,593	—
Termination by AB without cause; death or disability (2021 RSU award)	—	1,029,850	—

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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 —


Name and Trigger Event	Cash Payments(1) ($)	Acceleration of Restricted AB Holding Unit Awards(2) ($)	Other Benefits(3) ($)
Karl Sprules
Change in control	—	2,481,682	—
Change in control + employment terminated by AB other than for cause, termination by Mr. Sprules for good reason, or termination due to death or disability	3,910,000	2,481,682	—
Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP(7)(8)	—	2,481,682	—
Mark Manley
Change in control	—	749,269	—
Change in control + employment terminated by AB other than for cause, termination by Mr. Manley for good reason, or termination due to death or disability	2,160,000	749,269	—
Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP)(7)(8)	—	749,269	—
Bill Siemers(9)
Change in control	—	—	—
Change in control + employment terminated by AB other than for cause, termination by Mr. Siemers for good reason, or termination due to death or disability	—	—	—
Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP; excludes 2022 RSU award)(7)(8)	—	339,810	—
Termination by AB without cause; death or disability (2022 RSU award)	—	300,284	—
Ali Dibadj(10)	—	—	—

(1)It is possible that each NEO could receive a cash severance payment on the termination of his or her ~~employment.~~employment that is not contemplated in the CIC Plan. 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~~amounts shown for Ms. Burke, Mr. ~~Weisenseel is taken from his retirement agreement, into which he entered~~Erzan, Mr. Sprules and Mr. Manley in ~~August 2020 and~~the event of a change in control coupled with ~~respect to which his retirement date has been set as September 30, 2021.~~termination of employment are described in the CIC Plan.

(2)See Notes 2 and 19 in AB’s consolidated financial statements in Item 8 and ~~“Compensation Elements for NEOs – Long-Term~~“Long-Term Incentive Compensation Awards” above in CD&A for a discussion of the terms set forth in long-term incentive compensation award agreements relating to termination of ~~employment~~.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" abovefor 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~~Applicable agreements and restrictive covenants in the ~~restricted AB Holding Unit~~ICAP award ~~issued to each of Ms. Burke, Mr. Cranch~~agreement include restrictions on competition and ~~Mr. Weisenseel in April 2018,~~ ~~please refer to "Relocation-related Performance Awards" above.~~restrictions on employee and client solicitation.

(9)~~For information relating~~Mr. Siemers, who served as our firm's Interim CFO from March 2022 to July 2022, ceased being deemed an executive officer of AB when his service as Interim CFO concluded. Accordingly, Mr. ~~Weisenseel's compensatory~~Siemers was not eligible for potential payments or benefits under ~~his retirement agreement, which contemplates his retiring~~the CIC Plan as of ~~September 30, 2021,~~ ~~please refer to "CFO Retirement Agreement" above~~.December 31, 2022.

(10)Mr. Dibadj resigned as our firm's CFO and Head of Strategy in March 2022, so he was ineligible for any potential payment or benefit upon a change in control of AB as of December 31, 2022.


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Additionally, estimated payments and benefits to which Mr. Bernstein, Ms. Burke or Mr. Erzan 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~~2022 are as follows (these amounts would be payable by EQH):


Reason for Employment Termination			Acceleration of EQH Option and Share Awards(5) ($)
Seth Bernstein
~~Death~~ Retirement(1)			~~2,891,836~~737,795
Death(2)			2,434,876
Disability~~(1)~~(2)			~~2,891,836~~2,434,876
Involuntary termination (no change in control)~~(2)~~(3)			~~262,895~~1,468,354
Change in control (without termination of employment) ~~(3)~~(4)			~~2,282,165~~1,666,667
Kate Burke
Death(2)			168,676
Disability(2)			168,676
Involuntary termination ~~of employment or termination by Mr. Bernstein for good reason~~ (no change in control)(3)			~~2,282,165~~53,059
Change in control (without termination of employment)(4)			76,180
Onur Erzan
Death(2)			168,676
Disability(2)			168,676
Involuntary termination (no change in control)(3)			53,059
Change in control (without termination of employment)(4)			76,180

(1)Reflects, ~~the combined value,~~ as of December 31, ~~2020, associated with Mr. Bernstein's: (i) transaction incentive award in 2018; (ii)~~2022, the full value of the restricted stock unit award and performance share award ~~and option award~~granted to Mr. Bernstein in ~~2019; and (ii)~~2021. Excludes (i) restricted stock unit ~~award,~~awards and performance share ~~award~~awards granted to Mr. Bernstein in 2020 due to prior retirement eligibility requirements in effect for awards granted prior to 2021, and (ii) awards granted in 2022 due to minimum vesting requirements.

(2)Reflects, as of December 31, 2022, the full value associated with awards granted by EQH to Mr. Bernstein (since 2020), Ms. Burke (since 2021) and Mr. Erzan (since 2021), including option ~~award in 2020.~~awards (Mr. Bernstein only); restricted stock unit awards (to each officer); and performance share awards (to each officer). For additional information regarding these awards, please see the Summary Compensation Table ~~in 2020, the Grant~~for 2022, Grants of Plan-based Awards ~~table~~ in ~~2020~~2022 and ~~the~~ Outstanding Equity at ~~2020~~2022 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,~~2022, (i) the prorated value of the restricted stock unit awards and performance share awards granted by EQH to Mr. Bernstein (in 2020), to Ms. Burke (in 2021) and to Mr. Erzan (in 2021), and (ii) the full value of the restricted stock unit award and performance share award granted to Mr. Bernstein in 2021. Restricted stock unit awards and performance share awards granted to Mr. Bernstein, Ms. Burke and Mr. Erzan in 2022 are excluded until a minimum of one year of vesting is reached.

(4)Reflects, as of December 31, 2022, (i) the full value associated with Mr. Bernstein's option awards in ~~2019 and~~ 2020, ~~and~~ (ii) ~~pro-rated portions~~the full value of ~~Mr. Bernstein's transaction incentive award in 2018 and, in 2019 and 2020, his~~the restricted stock unit awards granted to Mr. Bernstein (in 2022, 2021 and 2020), to Ms. Burke (in 2022 and 2021) and to Mr. Erzan (in 2022 and 2021), and (iii) the full value of the performance share awards ~~based~~granted to Mr. Bernstein (in 2022, 2021 and 2020), to Ms. Burke (in 2022 and 2021) and to Mr. Erzan (in 2022 and 2021), with performance factors applied for 2020 and 2021 grants.

(5)Acceleration of EQH awards is contingent on the ~~terms~~award recipient's compliance with various agreements and ~~conditions~~restrictive covenants set forth in the applicable award agreement under the EQH 2022 Long-Term Incentive Compensation Program, including protection of ~~these awards.~~

confidential information, non-competition, non-solicitation of employees and non-solicitation of customers.

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Director Compensation in ~~2020~~

2022

During ~~2020,~~2022, we compensated our directors, who satisfied applicable NYSE and SEC standards relating to independence (“Independent Directors”), as follows:


Name	Name	Fees Earned or Paid in Cash($)	Stock Awards(1)(2) ($)	Total($)	Name	Fees Earned or Paid in Cash ($)	Stock Awards(1)(2) ($)	Total ($)
Ramon de Oliveira		152,000	170,000	322,000
Paul Audet		108,500	170,000	278,500
Joan Lamm-Tennant					Joan Lamm-Tennant	140,000	170,000	310,000
Nella Domenici	Nella Domenici	102,500	240,860	343,360	Nella Domenici	102,500	170,000	272,500
Daniel Kaye	Daniel Kaye	96,000	170,000	266,000	Daniel Kaye	99,000	170,000	269,000
Kristi Matus	Kristi Matus	127,000	170,000	297,000	Kristi Matus	123,500	170,000	293,500
Das Narayandas	Das Narayandas	96,000	170,000	266,000	Das Narayandas	93,000	170,000	263,000
Bertram Scott		24,481	111,860	136,341
Charles Stonehill	Charles Stonehill	127,500	170,000	297,500	Charles Stonehill	127,500	170,000	297,500
Todd Walthall					Todd Walthall	102,500	170,000	272,500

(1)The aggregate number of restricted AB Holding Units underlying awards outstanding but not yet distributed at December 31, ~~2020~~2022, was: ~~for:~~for Ms. ~~Domenici, 9,520 AB Holding Units; Ms. Matus, 10,739~~Lamm-Tennant, 5,765 AB Holding Units; for ~~each of Messrs. de Oliveira and Kaye, 14,694~~Ms. Domenici, 8,521 AB Holding Units; for ~~each of Messrs. Audet and~~Mr. Kaye, 12,390 AB Holding Units; for Ms. Matus, 12,125 AB Holding Units; for Mr. Narayandas, ~~15,451~~12,390 AB Holding Units; for Mr. Stonehill, 12,390 AB Holding Units; and for Mr. ~~Stonehill, 11,534~~Walthall, 6,066 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

Elements

The Board ~~has~~ approved the compensation elements described immediately below for Independent Directors during its regular meeting held in May 2021 and has agreed to re-consider such compensation elements ~~periodically:~~

bi-annually:

•an annual retainer of ~~$85,000~~$90,000 (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 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 eight meetings of the Audit Committee and 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~~$37,500 for acting as Chair of the Audit Committee;

•an annual retainer of ~~$12,500~~$20,000 for acting as Chair of the Compensation Committee;

•an annual retainer of ~~$12,500~~$13,500 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~~$9,000 for serving as a member of the Compensation Committee;

•an annual retainer of ~~$6,000~~$3,000 for serving as a member of the Governance Committee; and

•an annual equity-based grantunder an equity compensation plan consisting of restricted AB Holding Units with a grant date fair value of $170,000.

~~At the regular meeting of the Board held in May 2020,~~In 2022, the Board granted to each Independent Director then serving (which included Mses. Domenici, Lamm-Tennant and Matus and Messrs. ~~Audet, de Oliveira,~~ Kaye, Narayandas, Stonehill and ~~Stonehill) 7,176~~Walthall) 4,410 restricted AB Holding Units. The number of AB Holding Units granted was determined by dividing the $170,000 grant date fair value noted above by the closing price of an AB Holding Unit on the date of the May ~~2020~~2022 Board Meeting, or ~~$23.69~~$38.55 per unit. These awards vest ratably on each of the first ~~four~~three anniversaries of the grant ~~date, which generally is consistent with AB employee equity 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 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,” as that term is defined in the 2017 Plan or the applicable award agreement. Accordingly, restricted AB Holding Units generally are delivered as soon as administratively feasible following an 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.~~

at least a year in advance.

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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Independent Director AB Holding Unit Ownership Guidelines

Each Independent Director, by the later of five years from the initial implementation date of these guidelines (February 2018) and the date as of which the director's tenure on the Board begins, shall accumulate, either through accumulating AB Holding Units awarded by the Board or purchasing Units on the open market, AB Holding Units with a market value equal to five (5) times the director's annual retainer. Each Independent Director must maintain this ownership level for the duration of the director's tenure on the Board.

As of December 31, 2022, each Independent Director then serving either complied with this policy or was on track to do so within the allotted time.


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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, ~~2020~~2022 are as follows:



Equity Compensation Plan Information

~~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)
Equity compensation plans approved by security holders	—		$	—	30,204,036
Equity compensation plans not approved by security holders	—		—		—
Total	—		$	—	30,204,036

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 148,985 $ 23.61 35,555,594
Equity compensation plans not approved by security holders — — —
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.

There are no AB Units to be issued pursuant to an equity compensation plan.

For information about our equity compensation plans, see Note 19 to AB’s consolidated financial statements in Item 8.

Principal Security Holders

As of December 31, ~~2020,~~2022, we had no information that any person beneficially owned more than 5% of the outstanding AB Units, except as reported by EQH and certain of its ~~subsidiaries on Schedule 13D/A with the SEC on March 25, 2019 pursuant to the Exchange Act.~~subsidiaries. We have prepared the following table, and the note that follows, in reliance on ~~such filing:~~information supplied by EQH:

Name and Address of Beneficial Owner Amount and Nature of
Beneficial Ownership
Reported on Schedule Percent of Class
Equitable Holdings(1)
1290 Avenue of the Americas
New York, NY 10104
170,121,745 (1) 63.3 (1)


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership Reported on Schedule		Percent of Class
Equitable Holdings(1) 1290 Avenue of the Americas New York, NY 10104	177,121,625	(1)	61.3	%	(1)

(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~~these AB Units. The ~~63.3%~~61.3% includes the 1% general partnership interest held by EQH.

As of December 31, ~~2020,~~2022, AB Holding was the record owner of ~~98,322,942,~~113,801,097, or ~~36.3%~~39.8%, of the issued and outstanding AB Units (or ~~36.0%~~39.4% including the 1% general partnership interest held by EQH).

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Management

As of December 31, ~~2020,~~2022, 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 %


Name of Beneficial Owner	Number of AB Holding Units and Nature of Beneficial Ownership	Percent of Class
Joan Lamm-Tennant(1)	6,216	*
Seth Bernstein(1)(2)	657,593	*
Nella Domenici	17,848	*
Jeffrey Hurd(1)	—	*
Daniel Kaye(1)	34,693	*
Nick Lane(1)	—	*
Kristi Matus(1)	20,254	*
Das Narayandas	30,659	*
Mark Pearson(1)	—	*
Charles Stonehill(1)	19,914	*
Todd Walthall	6,618	*
Kate Burke(1)(3)	234,300	*
Onur Erzan(1)(4)	144,221	*
Karl Sprules(1)(5)	140,514	*
Mark Manley(1)(6)	89,369	*
Bill Siemers(1)(7)	68,140	*
All directors and executive officers as a group (16 persons)(8)	1,470,339	1.3%

* 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.~~Mses. Lamm-Tennant and 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~~Erzan, Sprules, Manley and ~~Weisenseel~~Siemers each is a director and/or officer of the General Partner.

(2)Includes ~~538,392~~507,389 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”~~2022” and “Outstanding Equity Awards at ~~2020~~2022 Fiscal Year-End” in Item 11 for additional information.

(3)Includes ~~231,185~~94,095 restricted AB Holding Units granted to Ms. Burke 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”~~2022” and “Outstanding Equity Awards at ~~2020~~2022 Fiscal Year-End” in Item 11.

(4)Includes ~~20,717~~137,265 restricted AB Holding Units ~~awarded~~granted to Mr. ~~Dibadj~~Erzan that have not yet vested. For information regarding Mr. ~~Dibadj's~~Erzan's long-term incentive compensation awards, see "Grants of Plan-based Awards in ~~2020”~~2022” and “Outstanding Equity Awards at ~~2020~~2022 Fiscal Year-End” in Item 11.

(5)Includes ~~226,703~~72,205 restricted AB Holding Units granted to Mr. Sprules that have not yet ~~vested or with respect to which he has deferred delivery.~~vested. For information regarding Mr. ~~Cranch's~~Sprules's long-term incentive compensation awards, see ~~“Relocation-related Performance Awards,”~~ “Grants of Plan-based Awards in ~~2020”~~2022" and “Outstanding Equity Awards at ~~2020~~2022 Fiscal Year-End” in Item 11.

(6)Includes ~~260,833~~21,800 restricted AB Holding Units granted to Mr. Manley that have not yet ~~vested or with respect to which he has deferred delivery.~~vested. For information regarding Mr. ~~Weisenseel’s~~Manley's long-term incentive compensation awards, see ~~“Relocation-related Performance Awards,”~~ “Grants of Plan-based Awards in ~~2020”~~2022” and “Outstanding Equity Awards at ~~2020~~2022 Fiscal Year-End” in Item 11.

(7)Includes ~~1,277,830~~31,760 restricted AB Holding Units granted to Mr. Siemers that have not yet vested. For information regarding Mr. Siemers's long-term incentive compensation awards, see “Grants of Plan-based Awards in 2022” and “Outstanding Equity Awards at 2022 Fiscal Year-End” in Item 11.

(8)Includes 864,514 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,~~2022, our directors and executive officers did not beneficially own any AB Units.

As of December 31, ~~2020,~~2022, 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:

~~EQH Common Stock~~



EQH Common Stock

Name of Beneficial Owner

Number of Shares and
Nature of Beneficial
Ownership

Percent of Class

~~Ramon de Oliveira~~Joan Lamm-Tennant

~~48,823~~25,056

Seth P. Bernstein(1)

~~86,547~~189,714

~~Paul L. Audet~~

—

Nella L. Domenici

—

Jeffrey J. Hurd(2)

~~305,635~~272,590

Daniel G. Kaye

~~41,514~~52,129

Nick Lane(3)

~~171,688~~200,933

Kristi A. Matus

~~18,682~~19,297

Das Narayandas

2,000

Mark Pearson(4)

~~929,399~~1,187,290

~~Bertram L. Scott~~

~~21,514~~

Charles ~~G.T.~~ Stonehill

~~22,514~~28,285

~~Kate C. Burke~~Todd Walthall

—

Kate Burke(5)

2,535

Onur Erzan(5)

2,457

~~Ali Dibadj~~Karl Sprules

—

~~Laurence E. Cranch~~Mark Manley

—

~~John C. Weisenseel~~Bill Siemers

—

All directors and executive officers as a group (16 persons)~~(5)~~(6)

~~1,648,316~~1,982,286

*Number of shares listed represents less than 1% of the outstanding EQH common stock.

(1)Includes (i) ~~62,701~~103,586 options Mr. Bernstein has the right to exercise within 60 days and (ii) ~~8,439~~24,307 restricted stock units that will vest within 60 days and settle in EQH shares.

(2)Includes (i) ~~214,288~~171,694 options Mr. Hurd has the right to exercise within 60 days and (ii) ~~23,370~~51,627 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.~~shares.

(3)Includes (i) ~~121,037~~76,278 options Mr. Lane has the right to exercise within 60 days and (ii) ~~27,012~~58,565 restricted stock units that will vest within 60 days and settle in EQH shares.

(4)Includes (i) ~~601,308~~653,845 options Mr. Pearson has the right to exercise within 60 days and (ii) ~~71,612~~237,363 restricted stock units that will vest within 60 days and settle in EQH shares.

(5)Includes 2,191 restricted stock units that will vest within 60 days and settle in EQH shares.

(6)Includes 1,005,403 options that may be exercised and 376,244 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.


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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 1.1. 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.


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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 EQH and its ~~affiliates~~subsidiaries (collectively, “~~EQH Affiliates~~”“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 EQH Affiliates, which is the manner in which the General Partner reaches a judgment regarding the appropriateness of the fees. Other transactions with 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 ~~2020~~2022 between our company and any related person with respect to which these procedures were not followed.

Our relationships with 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 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~~people practices, taking into consideration the defined qualifications, responsibilities and nature of the role.

Financial Arrangements with EQH Affiliates ~~AXA 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 EQH Affiliates as being comparable to, or more favorable to AB than, those that would prevail in a transaction with an unaffiliated party.


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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 ~~2020~~2022 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 ~~2020~~2022

(in thousands)

Equitable Financial

We provide investment management services 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~~118,781

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~~23,711

~~AXA Life Invest~~Equitable Holdings~~(3)~~

~~We provide investment management, distribution and shareholder servicing-related services.~~

~~16,182,000~~6,573

~~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~~

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~~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~~2022
				(in thousands)

~~AXA~~Equitable Holdings	Distributes certain of our Retail ~~Products and~~Products; 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~~referrals; sells shares of our mutual funds under Distribution Service and ~~educational~~Educational Support ~~agreements.~~agreements; includes us as insured under various insurance policies.			$	~~5,463,000~~20,848
~~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.~~

Arrangements with Immediate Family Members of Related Persons

During ~~2020,~~2022, 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.

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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 ~~2020~~2022 and ~~2019,~~2021, respectively, and fees for other services rendered by PwC are as follows:


		2020		2019			2022			2021
		(in thousands)					(in thousands)
Audit fees(1)	Audit fees(1)	$	6,616	$	6,263	Audit fees(1)		$	7,373		$	6,956
Audit-related fees(2)	Audit-related fees(2)	3,188		3,130		Audit-related fees(2)		3,355			3,580
Tax fees(3)	Tax fees(3)	1,222		1,320		Tax fees(3)		1,556			2,221
All other fees(4)	All other fees(4)	6		6		All other fees(4)		2,512			6
Total	Total	$	11,032	$	10,719	Total		$	14,796		$	12,763

(1)Includes ~~$61,982~~$66,383 and ~~$59,313~~$63,222 paid for audit services to AB Holding in ~~2020~~2022 and ~~2019,~~2021, respectively.

(2)Audit-related fees consist principally of fees for audits of financial statements of certain employee benefit plans, internal control reviews and accounting consultation.

(3)Tax fees consist of fees for tax consultation and tax compliance services.

(4)All other fees consisted primarily of due diligence tax and audit services in ~~2020~~2022 and ~~2019 consisted of~~ miscellaneous non-audit ~~services.~~

services in 2021.

The Audit Committee has a policy to pre-approve audit and non-audit service engagements with the independent registered public accounting firm. The independent registered public accounting firm must provide annually a comprehensive and detailed schedule of each proposed audit and non-audit service to be performed. The Audit Committee then affirmatively indicates its approval of the listed engagements. Engagements that are not listed but that are of similar scope and size to those listed and approved may be deemed to be approved, if the fee for such service is less than $100,000. In addition, the Audit Committee has delegated to its chairman the ability to approve any permissible non-audit engagement where the fees are expected to be less than $100,000.

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Part IV

Item 15. Exhibits, Financial Statement Schedules

(a)There is no document filed as part of this Form 10-K.

Financial Statement Schedule.

Attached to this Form 10-K is a schedule describing Valuation and Qualifying Account-Allowance for Doubtful Accounts for the three years ended December 31, ~~2020, 2019~~2022, 2021 and ~~2018.~~

2020.

(b)Exhibits.

The following exhibits required to be filed by Item 601 of Regulation S-K are filed herewith or incorporated by reference herein, as indicated:


Exhibit	Description
3.01		AllianceBernstein Corporation By-Laws with amendments through ~~July 25, 2018 (incorporated by reference to Ex. 3.01 to Form 10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).~~September 21, 2022.
3.02		Amended and Restated Certificate of Limited Partnership dated February 24, 2006 of AB Holding (incorporated by reference to Ex. 99.06 to Form 8-K, as filed February 24, 2006).
3.03		Amendment No. 1 dated February 24, 2006 to Amended and Restated Agreement of Limited Partnership of AB Holding (incorporated by reference to Ex. 3.1 to Form 10-Q for the fiscal quarter ended September 30, 2006, as filed November 8, 2006).
3.04		Amended and Restated Agreement of Limited Partnership dated October 29, 1999 of AB Holding (incorporated by reference to Ex. 3.2 to Form 10-K for the fiscal year ended December 31, 2003, as filed March 10, 2004).
3.05		Amended and Restated Certificate of Limited Partnership dated February 24, 2006 of AB (incorporated by reference to Ex. 99.07 to Form 8-K, as filed February 24, 2006).
3.06		Amendment No. 1 dated February 24, 2006 to Amended and Restated Agreement of Limited Partnership of AB (incorporated by reference to Ex. 3.2 to Form 10-Q for the fiscal quarter ended September 30, 2006, as filed November 8, 2006).
3.07		Amended and Restated Agreement of Limited Partnership dated October 29, 1999 of AB (incorporated by reference to Ex. 3.3 to Form 10-K for the fiscal year ended December 31, 2003, as filed March 10, 2004).
3.08		Certificate of Amendment to the Certificate of Incorporation of AllianceBernstein Corporation (incorporated by reference to Ex. 99.08 to Form 8-K, as filed February 24, 2006).
4.01		Description of AB Holding Units and AB Units.
10.01		AllianceBernstein 20202 202 Incentive Compensation Award Program.*
10.02		AllianceBernstein 20202 202 Deferred Cash ~~Compensation~~ Compensation Program.*
10.03		Form of Award Agreement, dated as of December 31, 20202 202 , under Incentive Compensation Award Program, Deferred Cash Compensation Program and AB 2017 Long Term Incentive Plan.*
10.04		Form of Award Agreement under AB 2017 Long Term Incentive Plan relating to equity compensation awards to Independent Directors.*
10.05		Summary of AB's Lease at 1345 Avenue of the Americas, New York, New York.
10.06		Summary of AB's Lease at 501 Commerce Street, Nashville, Tennessee.


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Exhibit	Description
10.07			Guidelines for Transfer of AB Units.
10.08	Transaction Agreement, dated as of March 17, 2022, by and among CarVal Investors, AB Holding and AB (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2022, as filed April 29, 2022).
10.09	Amendment to the Profit Sharing Plan for Employees of AllianceBernstein L.P., dated as of June 28, 2022.*
10.10	Amended and Restated Revolving Credit Agreement, dated as of October 13, 2021 (incorporated by reference to Ex. 99.01 to Form 8-K, as filed October 19, 2021)
10.11	AllianceBernstein Change in Control Plan for Executive Officers (incorporated by reference to Exhibit 99.01 to Form 8-K, as filed December 14, 2020).*
~~10.09~~ 10.12			Retirement Agreement among John C. Weisenseel, AB and AllianceBernstein Corporation (incorporated by reference to Exhibit 99.02 to Form 8-K, as filed August 26, 2020).*
~~10.10~~		Amendment ~~No.2~~No. 2 to Seth P. Bernstein's Employment Agreement (incorporated by reference to Ex. 10.1 to Form 8-K, as filed December 19, 2019).*
~~10.11~~ 10.13			Credit Agreement dated as of November 4, 2019 between AllianceBernstein L.P., as borrower, and Equitable Holdings, Inc., as lender (incorporated by reference to Ex. 10.01 to Form 8-K, as filed November 4, 2019).
~~10.12~~ 10.14			Amendment to Seth P. Bernstein's Employment Agreement (incorporated by reference to Ex. 10.01 to Form 10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).*

~~154~~

~~Table of Contents~~


~~Exhibit~~10.15	~~Description~~
~~10.13~~	Kate C. Burke Award Letter dated as of April 24, 2018 (incorporated by reference to Ex. 10.08 to Form 10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).*
~~10.14~~	Laurence E. Cranch Award Letter dated as of April 24, 2018 (incorporated by reference to Ex. 10.09 to Form 10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).*
~~10.15~~	John C. Weisenseel Award Letter dated as of April 24, 2018 (incorporated by reference to Ex. 10.10 to Form 10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).*
10.16		Amendment to the Retirement Plan for Employees of AllianceBernstein L.P., dated as of April 1, 2018 (incorporated by reference to Ex. 10.11 to Form 10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).*
10.17		Amendment to the Profit Sharing Plan for Employees of AllianceBernstein L.P., dated as of April 1, 2018 (incorporated by reference to Ex. 10.12 to Form 10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).*
10.18		~~Amended and Restated Revolving Credit Agreement, dated as of September 27, 2018 (incorporated by reference to Ex. 10.01 to Form 8-K, as filed October 3, 2018).~~
~~10.19~~	AB 2017 Long Term Incentive Plan (incorporated by reference to Ex. 10.06 to Form 10-K for the fiscal year ended December 31, 2017, as filed February 13, 2018).*
~~10.20~~ 10.19		Employment Agreement among Seth P. Bernstein, AB, AB Holding and AllianceBernstein Corporation (incorporated by reference to Ex. 10.3 to Form 8-K, as filed May 1, 2017).*
~~10.21~~ 10.20		Amendment to the Profit Sharing Plan for Employees of AllianceBernstein L.P., dated as of October 20, 2016 and effective as of January 1, 2017 (incorporated by reference to Ex. 10.06 to Form 10-K for the fiscal year ended December 31, 2017, as filed February 13, 2018).*
~~10.22~~ 10.21		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 (incorporated by reference to Ex. 10.05 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).*
~~10.23~~ 10.22		Amendment and Restatement of the Retirement Plan for Employees of AB, as of January 1, 2015 (incorporated by reference to Ex. 10.06 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).*
~~10.24~~ 10.23		Commercial Paper Dealer Agreement 4(a)(2) Program, dated as of June 1, 2015, between AllianceBernstein L.P., as Issuer, and Citigroup Global Markets Inc., as Dealer (incorporated by reference to Ex. 10.08 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).
~~10.25~~ 10.24		Commercial Paper Dealer Agreement 4(a)(2) Program, dated as of June 1, 2015, between AllianceBernstein L.P., as Issuer, and Credit Suisse Securities (USA) LLC, as Dealer (incorporated by reference to Ex. 10.09 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).
~~10.26~~ 10.25		Commercial Paper Dealer Agreement 4(a)(2) Program, dated as of June 1, 2015, between AllianceBernstein L.P., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as ~~Dealer.(incorporated~~Dealer (incorporated by reference to ~~Exhibit~~Ex. 10.10 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).

~~10.27~~
2022 Annual Report			165

Table of Contents

Part IV


Exhibit	Description
10.26	Investment Advisory and Management Agreement for the General Account of Equitable Financial Life Insurance Company (incorporated by reference to Ex. 10.5 to Form 10-K for the fiscal year ended December 31, 2004, as filed March 15, 2005).
~~10.28~~ 10.27			Amended and Restated Investment Advisory and Management Agreement dated January 1, 1999 among AB Holding, Alliance Corporate Finance Group Incorporated, and Equitable Financial Life Insurance Company (incorporated by reference to Ex. (a)(6) to Form 10-Q/A for the fiscal quarter ended September 30, 1999, as filed September 28, 2000).
21.01			Subsidiaries of AB.
23.01			~~Consent~~Consents of PricewaterhouseCoopers LLP.
31.01			Certification of ~~Mr.~~Seth Bernstein furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02			Certification of ~~Mr. Weisenseel~~Kate Burke furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01			Certification of ~~Mr.~~Seth Bernstein furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02			Certification of ~~Mr. Weisenseel~~Kate Burke furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

~~155~~

~~Table of Contents~~


~~Exhibit~~	~~Description~~
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
104		The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2022, formatted in Inline XBRL (included in Exhibit 101).
*	Denotes a compensatory plan or arrangement

Item 16. Form 10-K Summary

None.

~~156~~


166			AllianceBernstein

Table of Contents


~~Item 16.Form 10-K Summary~~ ~~None.~~ ~~157~~ ~~Table of Contents~~ Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	AllianceBernstein L.P.

Date: February ~~11, 2021~~10, 2023	By:	/s/ Seth P. Bernstein
		Seth P. Bernstein
		President & Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Date: February ~~11, 2021~~10, 2023						/s/ ~~John C. Weisenseel~~Kate Burke
						~~John C. Weisenseel~~Kate Burke
						Chief Operating Officer & Chief Financial Officer


Date: February ~~11, 2021~~10, 2023						/s/ ~~William R.~~Bill Siemers
						~~William R.~~Bill Siemers
						Controller ~~and~~& Chief Accounting Officer

~~158~~


2022 Annual Report			167

Table of Contents

Directors


/s/ Seth P. Bernstein						/s/ ~~Ramon de Oliveira~~Joan Lamm-Tennant
Seth P. Bernstein						~~Ramon de Oliveira~~Joan Lamm-Tennant
President ~~and~~& Chief Executive Officer						~~Chairman~~Chair of the Board

/s/ ~~Paul L. Audet~~Nella Domenici						/s/ ~~Nella L. Domenici~~Jeffrey Hurd
~~Paul L. Audet~~Nella Domenici						~~Nella L. Domenici~~Jeffrey Hurd
Director						Director

/s/ ~~Jeffrey J. Hurd~~Daniel Kaye						/s/ ~~Daniel G. Kaye~~Nick Lane
~~Jeffrey J. Hurd~~Daniel Kaye						~~Daniel G. Kaye~~Nick Lane
Director						Director

/s/ ~~Nick Lane~~Kristi Matus						/s/ ~~Kristi A. Matus~~Das Narayandas
~~Nick Lane~~Kristi Matus						~~Kristi A. Matus~~Das Narayandas
Director						Director

/s/ ~~Das Narayandas~~Mark Pearson						/s/ ~~Mark Pearson~~Charles Stonehill
~~Das Narayandas~~Mark Pearson						~~Mark Pearson~~Charles Stonehill
Director						Director

/s/ ~~Bertram L. Scott~~Todd Walthall						~~/s/ Charles G.T. Stonehill~~
~~Bertram L. Scott~~Todd Walthall						~~Charles G. T. Stonehill~~
Director						~~Director~~

~~159~~


168			AllianceBernstein

Table of Contents

SCHEDULE II

AllianceBernstein L.P.

Valuation and Qualifying Account - Allowance for Doubtful Accounts

For the Three Years Ending December 31, ~~2020, 2019~~2022, 2021 and ~~2018~~2020


Description	Description	Balance at Beginning of Period		Credited to Costs and Expenses		Deductions			Balance at End of Period		Description	Balance at Beginning of Period		Credited to Costs and Expenses		Deductions			Balance at End of Period
		(in thousands)										(in thousands)
For the year ended December 31, 2022											For the year ended December 31, 2022	$	328	$	—	$	96	(a)	$	232

For the year ended December 31, 2021											For the year ended December 31, 2021	$	311	$	—	$	(17)	(b)	$	328

For the year ended December 31, 2020	For the year ended December 31, 2020	$	309	$	100	$	98	(a)	$	311	For the year ended December 31, 2020	$	309	$	100	$	98	(c)	$	311

For the year ended December 31, 2019		$	395	$	132	$	218	(b)	$	309

For the year ended December 31, 2018		$	411	$	0	$	16	(c)	$	395

(a)Includes accounts written-off as uncollectible of ~~$98.~~$96. .

(b)Includes a net addition to the allowance balance of $28 and accounts written-off as uncollectible of ~~$218~~$11.

(c)Includes accounts written-off as uncollectible of ~~$16.~~$98.

~~160~~


2022 Annual Report			169


Delaware						13-4064930
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


AB			AllianceBernstein L.P. (Delaware limited partnership formerly known as Alliance Capital Management L.P., “Alliance Capital”), the operating partnership, and its subsidiaries and, where appropriate, its predecessors, AB Holding and ACMC, Inc. and their respective subsidiaries.

AB Holding			AllianceBernstein Holding L.P. (Delaware limited partnership).

AB Holding Partnership Agreement			the Amended and Restated Agreement of Limited Partnership of AB Holding, dated as of October 29, 1999 and as amended February 24, 2006.

AB Holding Units			units representing assignments of beneficial ownership of limited partnership interest in AB Holding.

AB Partnership Agreement			the Amended and Restated Agreement of Limited Partnership of AB, dated as of October 29, 1999 and as amended February 24, 2006.

AB Units			units of limited partnership interest in AB.

AUM			AB's assets under management.

Bernstein Transaction			AB's acquisition of the business and assets of SCB Inc., formerly known as Sanford C. Bernstein Inc., and the related assumption of the liabilities of that business, completed on October 2, 2000.

Equitable America			Equitable Financial Insurance Company of America (f/k/a MONY Life Insurance Company of America, an Arizona corporation), a subsidiary of Equitable Holdings.


Equitable Financial			Equitable Financial Life Insurance Company (New York stock life insurance company), a subsidiary of Equitable Holdings.

Equitable Holdings or EQH			Equitable Holdings, Inc. (Delaware corporation) and its subsidiaries other than AB and its subsidiaries.

Exchange Act			the Securities Exchange Act of 1934, as amended.

ERISA			the Employee Retirement Income Security Act of 1974, as amended.

GAAP			U.S. Generally Accepted Accounting Principles.

General Partner			AllianceBernstein Corporation (Delaware corporation), the general partner of AB and AB Holding and a subsidiary of Equitable Holdings, and, where appropriate, ACMC, LLC, its predecessor.

Investment Advisers Act			the Investment Advisers Act of 1940, as amended.

Investment Company Act			the Investment Company Act of 1940, as amended.

NYSE			the New York Stock Exchange, Inc.

Partnerships			AB and AB Holding together.

SEC			the United States Securities and Exchange Commission.

Securities Act			the Securities Act of 1933, as amended.


		Years Ended December 31								% Change
	2022			2021			2020			2022-21		2021-20
		(in millions)
Equity:
Equity Actively Managed		$	55,731		$	73,726		$	60,067	(24.4)	%	22.7	%
Equity Passively Managed(1)		21,062			28,995			27,873		(27.4)		4.0
Total Equity		76,793			102,721			87,940		(25.2)		16.8
U.S.		35,428			47,409			41,241		(25.3)		15.0
Global & Non-US		41,365			55,312			46,699		(25.2)		18.4
Total Equity		76,793			102,721			87,940		(25.2)		16.8
Fixed Income:
Fixed Income Taxable		121,871			155,940			164,048		(21.8)		(4.9)
Fixed Income Tax-Exempt		849			1,108			1,271		(23.4)		(12.8)
Fixed Income Passively Managed(1)		192			224			84		(14.3)		166.7
Total Fixed Income		122,912			157,272			165,403		(21.8)		(4.9)
U.S.		88,800			110,312			116,833		(19.5)		(5.6)
Global & Non-US		34,112			46,960			48,570		(27.4)		26.1
Total Fixed Income		122,912			157,272			165,403		(21.8)		(4.9)
Alternatives/Multi-Asset Solutions(2):
U.S.		12,873			7,697			6,104		67.2		26.1
Global & Non-US		84,703			69,390			56,151		22.1		23.6
Total Alternatives/Multi-Asset Solutions		97,576			77,087			62,255		26.6		23.8
Total:
U.S.		137,101			165,418			164,178		(17.1)		0.8
Global & Non-US		160,180			171,662			151,420		(6.7)		13.4
Total		$	297,281		$	337,080		$	315,598	(11.8)		6.8
Affiliated - EQH		70,924			84,096			91,396		(15.7)		(8.0)

Non-affiliated		226,357			252,984			224,202		(10.5)		12.8
Total		$	297,281		$	337,080		$	315,598	(11.8)		6.8


		Years Ended December 31								% Change
	2022			2021			2020			2022-21		2021-20
		(in thousands)
Equity:
Equity Actively Managed		$	220,917		$	240,049		$	170,802	(8.0)	%	40.5	%
Equity Passively Managed(1)		4,910			6,119			5,851		(19.8)		4.6
Total Equity		225,827			246,168			176,653		(8.3)		39.4
U.S.		80,908			97,522			69,795		(17.0)		39.7
Global & Non-US		144,919			148,646			106,858		(2.5)		39.1
Total Equity		225,827			246,168			176,653		(8.3)		39.4
Fixed Income:
Fixed Income Taxable		189,679			199,866			194,026		(5.1)		3.0
Fixed Income Tax-Exempt		1,182			1,356			1,355		(12.8)		0.1
Fixed Income Passively Managed(1)		425			105			82		n/m		28.0
Fixed Income Servicing(2)		15,991			14,738			14,108		8.5		4.5
Total Fixed Income		207,277			216,065			209,571		(4.1)		3.1
U.S.		128,392			124,004			118,924		3.5		4.3
Global & Non-US		78,885			92,061			90,647		(14.3)		1.6
Total Fixed Income		207,277			216,065			209,571		(4.1)		3.1
Alternatives/Multi-Asset Solutions(3):
U.S.		114,982			64,646			52,222		77.9		23.8
Global & Non-US		111,202			59,179			73,354		87.9		(19.3)
Total Alternatives/Multi-Asset Solutions		226,184			123,825			125,576		82.7		(1.4)
Total Investment Advisory and Services Fees:
U.S.		324,282			286,172			240,941		13.3		18.8
Global & Non-US		335,004			299,886			270,859		11.7		10.7

Total		659,286			586,058			511,800		12.5		14.5
Distribution Revenues		268			474			588		(43.5)		(19.4)
Shareholder Servicing Fees		429			485			526		(11.5)		(7.8)
Total		$	659,983		$	587,017		$	512,914	12.4		14.4
Affiliated - EQH		125,229			105,415			90,101		18.8		17.0

Non-affiliated		534,754			481,602			422,813		11.0		13.9
Total		$	659,983		$	587,017		$	512,914	12.4		14.4


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


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


Glossary of Certain Defined Terms			ii

Part I
	Item 1.	Business	1
	Item 1A.	Risk Factors	1718
	Item 1B.	Unresolved Staff Comments	2829
	Item 2.	Properties	29
	~~Item~~Ite m 3.	Legal Proceedings	29
	Item 4.	Mine ~~Safety~~Safet y 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~~Item 6.	Reserved	32
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5833
	Item 7A.	Quantitative and Qualitative Disclosures ~~About~~a bout Market Risk	6057
	Item 8.	Financial Statements and Supplementary Data	6159
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	89108
	Item 9A.	Controls and Procedures	~~112~~109
	Item 9B.	Other Information	~~113~~110
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	111

Part III
	Item 10.	Directors, ~~Executive Officers~~Executi ve Of f icers and Corporate Governance	~~114~~112
	Item 11.	Executive Compensation	~~123~~127
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~147~~157
	Item 13.	Certain Relationships and ~~Related~~ Re lated Transactions, and Director Independence	~~151~~161
	Item ~~14.~~1 4.	Principal Accounting Fees and Services	~~153~~163

Part IV
	Item 15.	Exhibits, Financial Statement Schedules	~~154~~164
	Item 16.	Form 10-K Summary	~~157~~166

Signatures			~~158~~167


Glossary of Certain Defined Terms “AB~~” – AllianceBernstein L.P. (Delaware limited partnership formerly known as Alliance Capital Management L.P., “Alliance Capital”), the operating partnership, and its subsidiaries and, where appropriate, its predecessors, AB Holding and ACMC, Inc. and their respective subsidiaries.~~ “~~AB Holding” – AllianceBernstein Holding L.P. (Delaware limited partnership).~~ “~~AB Holding Partnership Agreement” – the Amended and Restated Agreement of Limited Partnership of AB Holding, dated as of October 29, 1999 and as amended February 24, 2006.~~ “~~AB Holding Units” – units representing assignments of beneficial ownership of limited partnership interests in AB Holding.~~ “~~AB Partnership Agreement” – the Amended and Restated Agreement of Limited Partnership of AB, dated as of October 29, 1999 and as amended February 24, 2006.~~ “~~AB Units” – units of limited partnership interest in AB.~~ “~~AUM” – AB's assets under management.~~ “~~AXA” – AXA (société anonyme~~ ~~organized under the laws of France) is the holding company for the AXA Group, a worldwide leader in financial protection.~~ “~~Bernstein Transaction~~” – AB's acquisition of the business and assets of SCB Inc., formerly known as Sanford C. Bernstein Inc., and the related assumption of the liabilities of that business, completed on October 2, 2000. “~~Equitable America” – Equitable Financial Insurance Company of America (f/k/a MONY Life Insurance Company of America, an Arizona corporation) and a subsidiary of Equitable Holdings.~~ “~~Equitable Financial” – Equitable Financial Life Insurance Company (New York stock life insurance company), a subsidiary of Equitable Holdings, and its subsidiaries other than AB and its subsidiaries.~~ “~~Equitable Holdings” or “EQH” – Equitable Holdings, Inc. (Delaware corporation) and its subsidiaries other than AB and its subsidiaries.~~ “~~Exchange Act” – the Securities Exchange Act of 1934, as amended.~~ “~~ERISA” – the Employee Retirement Income Security Act of 1974, as amended.~~ "~~GAAP" – U.S. Generally Accepted Accounting Principles.~~ “~~General Partner” – AllianceBernstein Corporation (Delaware corporation), the general partner of AB and AB Holding and a subsidiary of Equitable Holdings, and, where appropriate, ACMC, LLC, its predecessor.~~ “~~Investment Advisers Act” – the Investment Advisers Act of 1940, as amended.~~ “~~Investment Company Act” – the Investment Company Act of 1940, as amended.~~ “~~NYSE” – the New York Stock Exchange, Inc.~~ “~~Partnerships” – AB and AB Holding together.~~ “~~SEC” – the United States Securities and Exchange Commission.~~ “~~Securities Act” – the Securities Act of 1933, as amended.~~



Assets Under Management (AUM) ($ billions)			Net Revenues ($ billions)



AUM by Client Domicile ($ in billions)			AUM by Investment Service ($ in billions)



EQH and Subsidiaries as a % of our Institutional AUM			EQH and Subsidiaries as a % of our Institutional Revenues


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


~~(2)~~2022 Annual Report~~Includes certain multi-asset solutions and services not included in equity or fixed income services.~~ 8			9



Private Wealth Services Assets Under Management (by Investment Service)


		Years Ended December 31								% Change
	2022			2021			2020			2022-21		2021-20
		(in millions)
Equity:
Equity Actively Managed		$	116,235		$	154,200		$	106,866	(24.6)	%	44.3	%
Equity Passively Managed(1)		30,445			40,821			35,995		(25.4)		13.4
Total Equity		146,680			195,021			142,861		(24.8)		36.5
U.S.		118,547			152,106			108,506		(22.1)		40.2
Global & Non-US		28,133			42,915			34,355		(34.4)		24.9
Total Equity		146,680			195,021			142,861		(24.8)		36.5
Fixed Income:
Fixed Income Taxable		53,995			75,813			84,654		(28.8)		(10.4)
Fixed Income Tax-Exempt		26,714			29,009			23,202		(7.9)		25.0
Fixed Income Passively Managed(1)		9,206			12,762			8,231		(27.9)		55.0
Total Fixed Income		89,915			117,584			116,087		(23.5)		1.3
U.S.		41,151			46,361			36,137		(11.2)		28.3
Global & Non-US		48,764			71,223			79,950		(31.5)		(10.9)
Total Fixed Income		89,915			117,584			116,087		(23.5)		1.3
Alternatives/Multi-Asset Solutions(2):
U.S.		2,697			3,595			3,071		(25.0)		17.1
Global & Non-US		3,594			3,718			3,321		(3.3)		12.0
Total Alternatives/Multi-Asset Solutions		6,291			7,313			6,392		(14.0)		14.4
Total:
U.S.		162,395			202,062			147,714		(19.6)		36.8
Global & Non-US		80,491			117,856			117,626		(31.7)		0.2
Total		$	242,886		$	319,918		$	265,340	(24.1)		20.6
Affiliated - EQH		34,110			44,417			36,765		(23.2)		20.8

Non-affiliated		208,776			275,501			228,575		(24.2)		20.5
Total		$	242,886		$	319,918		$	265,340	(24.1)		20.6


	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


Region:	Region:	Female	% Female		Male	% Male		Grand Total	% of Total		Region:	Female	% Female		Male	% Male		Grand Total	% of Total
Americas	Americas	1,084	37	%	1,871	63	%	2,955	75	%	Americas	1,164	26	%	2,099	47	%	3,263	74	%
Asia ex Japan	Asia ex Japan	210	52	%	197	48	%	407	10	%	Asia ex Japan	234	5	%	227	5	%	461	10	%
EMEA	EMEA	175	36	%	307	64	%	482	12	%	EMEA	221	5	%	377	9	%	598	14	%
Japan	Japan	41	48	%	44	52	%	85	2	%	Japan	56	2	%	43	1	%	99	2	%
Grand Total		1,510	38	%	2,419	62	%	3,929	100	%
Grand Total(1) (2)											Grand Total(1) (2)	1,675	38	%	2,746	62	%	4,421	100	%


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	—	—


	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


EQH and its subsidiaries	~~63.3~~59.9	%
AB Holding	~~36.0~~39.4
Unaffiliated holders	0.7
	100.0	%


EQH and its subsidiaries	59.9	%
AB Holding	39.4
Unaffiliated holders	0.7
	100.0	%


			Year Ended December 31,							Years Ended December 31
			2020		2019		2018			2022			2021			2020
		(in thousands)								(in thousands)
Subject to contracts with customers:	Subject to contracts with customers:								Subject to contracts with customers:
Investment advisory and services fees	Investment advisory and services fees								Investment advisory and services fees
Base fees	Base fees		$	2,462,810	$	2,372,429	$	2,244,068	Base fees		$	2,825,791		$	2,949,405		$	2,462,810
Performance-based fees	Performance-based fees		132,626		99,615		118,143		Performance-based fees		145,247			245,119			132,626
Bernstein research services	Bernstein research services		459,744		407,911		439,432		Bernstein research services		416,273			452,017			459,744
Distribution revenues	Distribution revenues								Distribution revenues
All-in-management fees	All-in-management fees		331,268		291,999		254,477		All-in-management fees		290,740			350,674			331,268
12b-1 fees	12b-1 fees		75,973		80,268		87,166		12b-1 fees		69,041			83,920			75,973
Other			122,540		82,776		76,919
Other distribution fees									Other distribution fees		247,414			217,646			122,540
Other revenues	Other revenues								Other revenues
Shareholder servicing fees	Shareholder servicing fees		82,317		77,394		75,974		Shareholder servicing fees		86,661			90,225			82,317
Other	Other		21,240		17,924		19,211		Other		18,120			16,034			21,240
			3,688,518		3,430,316		3,315,390				4,099,287			4,405,040			3,688,518
Not subject to contracts with customers:	Not subject to contracts with customers:								Not subject to contracts with customers:
Dividend and interest income, net of interest expense	Dividend and interest income, net of interest expense		35,273		47,216		45,827		Dividend and interest income, net of interest expense		56,653			35,048			35,273
Investment (losses) gains			(16,401)		38,659		2,653
Investment (losses)									Investment (losses)		(102,413)			(636)			(16,401)
Other revenues	Other revenues		1,146		2,241		3,491		Other revenues		763			2,150			1,146
			20,018		88,116		51,971				(44,997)			36,562			20,018
Total net revenues	Total net revenues		$	3,708,536	$	3,518,432	$	3,367,361	Total net revenues		$	4,054,290		$	4,441,602		$	3,708,536


		Notional Value		Derivative Assets		Derivative Liabilities		Gains (Losses)			Notional Value			Derivative Assets			Derivative Liabilities			Gains (Losses)
		(in thousands)									(in thousands)
December 31, 2020
December 31, 2022										December 31, 2022
Exchange-traded futures	Exchange-traded futures	$	142,886	$	118	$	1,834	$	(15,743)	Exchange-traded futures		$	154,687		$	1,768		$	162		$	19,994
Currency forwards	Currency forwards	63,906		8,576		8,451		(1,779)		Currency forwards		34,597			4,446			5,047			1,965
Interest rate swaps	Interest rate swaps	60,997		2,043		2,955		(347)		Interest rate swaps		16,847			386			262			70
Credit default swaps	Credit default swaps	167,649		10,910		13,304		(104)		Credit default swaps		225,671			17,507			7,302			(1,000)
Total return swaps	Total return swaps	52,061		94		1,847		(15,242)		Total return swaps		28,742			605			933			14,828
Option swaps	Option swaps	2,486		0		2,146		(2,374)		Option swaps		50,000			—			6			5,211
Total derivatives	Total derivatives	$	489,985	$	21,741	$	30,537	$	(35,589)	Total derivatives		$	510,544		$	24,712		$	13,712		$	41,068
December 31, 2019
December 31, 2021										December 31, 2021
Exchange-traded futures	Exchange-traded futures	$	171,112	$	939	$	871	$	(10,840)	Exchange-traded futures		$	131,876		$	392		$	1,186		$	(5,072)
Currency forwards	Currency forwards	60,809		8,545		8,633		738		Currency forwards		66,058			7,344			6,980			1,746
Interest rate swaps	Interest rate swaps	92,756		1,746		2,254		(616)		Interest rate swaps		13,483			497			833			(316)
Credit default swaps	Credit default swaps	168,303		2,151		5,611		(6,413)		Credit default swaps		155,757			6,594			6,967			(2,914)
Total return swaps	Total return swaps	91,201		110		1,764		(21,164)		Total return swaps		63,817			595			527			(6,433)
Option swaps	Option swaps	354		0		126		(126)		Option swaps		50,000			—			430			(309)
Total derivatives	Total derivatives	$	584,535	$	13,491	$	19,259	$	(38,421)	Total derivatives		$	480,991		$	15,422		$	16,923		$	(13,298)


		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			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)													(in thousands)
December 31, 2020
December 31, 2022														December 31, 2022
Securities borrowed(1)														Securities borrowed(1)		$	62,063		$	—		$	62,063		$	(62,058)		$	—		$	5
Derivatives														Derivatives		24,712			—			24,712			—			(8,361)			16,351
Long exchange-traded options(1)														Long exchange-traded options(1)		—			—			—			—			—			—
December 31, 2021														December 31, 2021
Securities borrowed	Securities borrowed	$	7,808	$	0	$	7,808	$	(7,344)	$	0	$	464	Securities borrowed		$	19,899		$	—		$	19,899		$	(18,327)		$	—		$	1,572
Derivatives	Derivatives	$	21,741	$	0	$	21,741	$	0	$	(380)	$	21,361	Derivatives		15,422			—			15,422			—			(2,872)			12,550
Long exchange-traded options	Long exchange-traded options	$	7,527	$	0	$	7,527	$	0	$	0	$	7,527	Long exchange-traded options		1,893			—			1,893			—			—			1,893
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 Collateral			Cash Collateral Pledged			Net Amount
		(in thousands)													(in thousands)
December 31, 2020

December 31, 2022														December 31, 2022
Securities loaned(1)														Securities loaned(1)		$	272,580		$	—		$	272,580		$	(267,053)					$	5,527
Derivatives	Derivatives	$	30,537	$	0	$	30,537	$	0	$	(6,374)	$	24,163	Derivatives		13,712			—			13,712			—			(4,158)			9,554
Short exchange-traded options(1)	Short exchange-traded options(1)	$	12,486	$	0	$	12,486	$	0	$	0	$	12,486	Short exchange-traded options(1)		—			—			—			—			—			—
December 31, 2019

December 31, 2021														December 31, 2021
Securities loaned														Securities loaned		$	23,911		$	—		$	23,911		$	(23,373)		$	—		$	538
Derivatives	Derivatives	$	19,259	$	0	$	19,259	$	0	$	(4,276)	$	14,983	Derivatives		16,923			—			16,923			—			(5,572)			11,351
Short exchange-traded options	Short exchange-traded options	$	12,348	$	0	$	12,348	$	0	$	0	$	12,348	Short exchange-traded options		2,774			—			2,774			—			—			2,774


	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


							December 31
		December 31, 2020		December 31, 2019			2022			2021
		(in thousands)					(in thousands)
Balance as of beginning of period	Balance as of beginning of period	$	119	$	142	Balance as of beginning of period		$	126		$	125
Purchases	Purchases	0		0		Purchases		—			—
Sales	Sales	0		0		Sales		—			—
Realized gains (losses), net	Realized gains (losses), net	0		0		Realized gains (losses), net		—			—
Unrealized (losses) gains, net		6		(23)
Unrealized gains (losses), net						Unrealized gains (losses), net		3			1
Balance as of end of period	Balance as of end of period	$	125	$	119	Balance as of end of period		$	129		$	126


2021		$	28,980
2022		23,631
2023	2023	10,787		2023	$	28,683
2024	2024	668		2024	17,848
2025				2025	5,309
2026				2026	410

		$	64,066
Total				Total	$	52,250


		Classification	December 31, 2020		December 31, 2019			Classification	December 31, 2022			December 31, 2021
			(in thousands)					(in thousands)
Operating Leases	Operating Leases						Operating Leases
Operating lease right-of-use assets	Operating lease right-of-use assets	Right-of-use assets	$	416,007	$	360,185	Operating lease right-of-use assets	Right-of-use assets		$	360,092		$	414,105
Operating lease liabilities	Operating lease liabilities	Lease liabilities	503,174		465,907		Operating lease liabilities	Lease liabilities		415,539			482,781

Finance Leases	Finance Leases						Finance Leases
Property and equipment, gross	Property and equipment, gross	Right-of-use assets	5,167		3,825		Property and equipment, gross	Right-of-use assets		18,116			10,947
Amortization of right-of-use assets	Amortization of right-of-use assets	Right-of-use assets	(2,719)		(1,317)		Amortization of right-of-use assets	Right-of-use assets		(6,310)			(3,072)
Property and equipment, net	Property and equipment, net		2,448		2,508		Property and equipment, net			11,806			7,875
Finance lease liabilities	Finance lease liabilities	Lease liabilities	2,375		2,544		Finance lease liabilities	Lease liabilities		11,940			7,954


		Operating Leases		Financing Leases		Total			Operating Leases			Financing Leases			Total
Year ending December 31,	Year ending December 31,	(in thousands)						Year ending December 31,	(in thousands)
2021		$	110,046	$	1,142	$	111,188
2022		100,631		757		101,388
2023	2023	93,379		526		93,905		2023		$	97,489		$	4,169		$	101,658
2024	2024	90,359		23		90,382		2024		104,596			3,258			107,854
2025	2025	25,516		0		25,516		2025		37,319			2,828			40,147
2026								2026		35,808			1,810			37,618
2027								2027		32,821			324			33,145
Thereafter	Thereafter	136,759		0		136,759		Thereafter		146,319			—			146,319
Total lease payments	Total lease payments	556,690		2,448		$	559,138	Total lease payments		454,352			12,389			$	466,741
Less interest	Less interest	(53,516)		(73)				Less interest		(38,813)			(449)
Present value of lease liabilities	Present value of lease liabilities	$	503,174	$	2,375			Present value of lease liabilities		$	415,539		$	11,940


Lease term and discount rate:
Weighted average remaining lease term (years):
Operating leases	~~7.13~~7.35
Finance leases	~~2.46~~3.47
Weighted average discount rate:
Operating leases	~~3.12~~2.69	%
Finance leases	~~2.64~~2.10	%


		Payments		Sublease Receipts		Net Payments			Payments			Sublease Receipts			Net Payments
		(in millions)							(in millions)
2021		$	115.4	$	35.5	$	79.9
2022		103.8		31.8		72.0
2023	2023	96.5		31.3		65.2		2023		$	107.6		$	(31.9)		$	75.7
2024	2024	93.1		30.8		62.3		2024		108.9			(30.9)			78.0
2025	2025	45.4		0		45.4		2025		58.3			—			58.3
2026 and thereafter		526.6		0		526.6
2026								2026		55.7			—			55.7
2027								2027		51.3			—			51.3
2028 and thereafter								2028 and thereafter		487.7			—			487.7
Total future minimum payments	Total future minimum payments	$	980.8	$	129.4	$	851.4	Total future minimum payments		$	869.5		$	(62.8)		$	806.7


	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


	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, 2022:
Derivatives		$	21,540		$	—		$	21,540		$	—		$	(5,444)		$	16,096

December 31, 2021:
Derivatives		$	18,342		$	—		$	18,342		$	—		$	(1,824)		$	16,518