UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~September 30,2020~~June 30, 2021


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

For the transition period from to

Commission File No. 001-09818

ALLIANCEBERNSTEIN HOLDING L.P.

(Exact name of registrant as specified in its charter)


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

~~1345 Avenue of the Americas, New York, NY 10105~~501 Commerce Street, Nashville, TN 37203

(Address of principal executive offices)

(Zip Code)

(212) 969-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes

☐

☒

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

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

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

New York Stock Exchange

The number of units representing assignments of beneficial ownership of limited partnership interests outstanding as of ~~September~~June 30, ~~2020~~2021 was ~~96,174,568.~~99,808,806.*

*includes 100,000 units of general partnership interest having economic interests equivalent to the economic interests of the units representing assignments of beneficial ownership of limited partnership interests.

ALLIANCEBERNSTEIN HOLDING L.P.

Index to Form 10-Q


		Page

	Part I

	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Statements of Financial Condition	1

	Condensed Statements of Income	2

	Condensed Statements of Comprehensive Income	3

	Condensed Statements of Changes in Partners' Capital	4

	Condensed Statements of Cash Flows	5

	Notes to Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1213

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1516

Item 4.	Controls and Procedures	1516

	Part II

	OTHER INFORMATION

Item 1.	Legal Proceedings	1617

Item 1A.	Risk Factors	1617

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1617

Item 3.	Defaults Upon Senior Securities	17

Item 4.	Mine Safety Disclosures	17

Item 5.	Other Information	17

Item 6.	Exhibits	18

SIGNATURE			19

Index

Part I

FINANCIAL INFORMATION

Item 1. Financial Statements

ALLIANCEBERNSTEIN HOLDING L.P.

Condensed Statements of Financial Condition

(in thousands, except unit amounts)

(unaudited)


		September 30, 2020		December 31, 2019			June 30, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Investment in AB	Investment in AB	$	1,496,263	$	1,554,203	Investment in AB	$	1,604,945	$	1,605,941
Other assets	Other assets	121		61		Other assets	16		92
Total assets	Total assets	$	1,496,384	$	1,554,264	Total assets	$	1,604,961	$	1,606,033

LIABILITIES AND PARTNERS’ CAPITAL	LIABILITIES AND PARTNERS’ CAPITAL					LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:	Liabilities:					Liabilities:
Other liabilities	Other liabilities	$	392	$	1,726	Other liabilities	$	765	$	1,876
Total liabilities	Total liabilities	392		1,726		Total liabilities	765		1,876

Commitments and contingencies (See Note 8)	Commitments and contingencies (See Note 8)					Commitments and contingencies (See Note 8)	0		0

Partners’ capital:	Partners’ capital:					Partners’ capital:
General Partner: 100,000 general partnership units issued and outstanding	General Partner: 100,000 general partnership units issued and outstanding	1,384		1,402		General Partner: 100,000 general partnership units issued and outstanding	1,403		1,410
Limited partners: 96,074,568 and 98,092,098 limited partnership units issued and outstanding		1,556,501		1,619,200
Limited partners: 99,708,806 and 98,222,942 limited partnership units issued and outstanding						Limited partners: 99,708,806 and 98,222,942 limited partnership units issued and outstanding	1,689,671		1,656,816
AB Holding Units held by AB to fund long-term incentive compensation plans	AB Holding Units held by AB to fund long-term incentive compensation plans	(22,691)		(27,436)		AB Holding Units held by AB to fund long-term incentive compensation plans	(50,989)		(20,171)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(39,202)		(40,628)		Accumulated other comprehensive loss	(35,889)		(33,898)
Total partners’ capital	Total partners’ capital	1,495,992		1,552,538		Total partners’ capital	1,604,196		1,604,157
Total liabilities and partners’ capital	Total liabilities and partners’ capital	$	1,496,384	$	1,554,264	Total liabilities and partners’ capital	$	1,604,961	$	1,606,033

See Accompanying Notes to Condensed Financial Statements.

Index

ALLIANCEBERNSTEIN HOLDING L.P.

Condensed Statements of Income

(in thousands, except per unit amounts)

(unaudited)


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,				Six Months Ended June 30,
		2020		2019		2020		2019			2021		2020		2021		2020

Equity in net income attributable to AB Unitholders	Equity in net income attributable to AB Unitholders	$	73,874	$	66,722	$	206,989	$	178,383	Equity in net income attributable to AB Unitholders	$	97,407	$	63,201	$	186,314	$	133,115

Income taxes	Income taxes	6,875		6,894		20,805		19,842		Income taxes	6,490		6,275		14,310		13,930

Net income	Net income	$	66,999	$	59,828	$	186,184	$	158,541	Net income	$	90,917	$	56,926	$	172,004	$	119,185

Net income per unit:	Net income per unit:									Net income per unit:
Basic	Basic	$	0.70	$	0.62	$	1.95	$	1.65	Basic	$	0.91	$	0.59	$	1.72	$	1.23
Diluted	Diluted	$	0.70	$	0.62	$	1.95	$	1.65	Diluted	$	0.91	$	0.59	$	1.72	$	1.23

See Accompanying Notes to Condensed Financial Statements.

Index

ALLIANCEBERNSTEIN HOLDING L.P.

Condensed Statements of Comprehensive Income

(in thousands)

(unaudited)


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,				Six Months Ended June 30,
		2020		2019		2020		2019			2021		2020		2021		2020

Net income	Net income	$	66,999	$	59,828	$	186,184	$	158,541	Net income	$	90,917	$	56,926	$	172,004	$	119,185
Other comprehensive income:
Other comprehensive income (loss):										Other comprehensive income (loss):

Foreign currency translation adjustments, before tax	Foreign currency translation adjustments, before tax	5,872		(4,470)		718		(4,303)		Foreign currency translation adjustments, before tax	809		2,473		(1,923)		(5,154)
Income tax benefit		38		77		116		24
Income tax benefit (expense)										Income tax benefit (expense)	21		72		(9)		78
Foreign currency translation adjustments, net of tax	Foreign currency translation adjustments, net of tax	5,910		(4,393)		834		(4,279)		Foreign currency translation adjustments, net of tax	830		2,545		(1,932)		(5,076)

Changes in employee benefit related items:	Changes in employee benefit related items:									Changes in employee benefit related items:
Amortization of prior service cost	Amortization of prior service cost	3		3		10		8		Amortization of prior service cost	4		4		2		7
Recognized actuarial gain		149		174		613		374
Recognized actuarial gain (loss)										Recognized actuarial gain (loss)	212		295		(62)		464
Changes in employee benefit related items	Changes in employee benefit related items	152		177		623		382		Changes in employee benefit related items	216		299		(60)		471
Income tax (expense) benefit		(1)		90		(31)		102
Income tax										Income tax	(1)		(2)		1		(30)
Employee benefit related items, net of tax	Employee benefit related items, net of tax	151		267		592		484		Employee benefit related items, net of tax	215		297		(59)		441

Other comprehensive income (loss)	Other comprehensive income (loss)	6,061		(4,126)		1,426		(3,795)		Other comprehensive income (loss)	1,045		2,842		(1,991)		(4,635)
Comprehensive income	Comprehensive income	$	73,060	$	55,702	$	187,610	$	154,746	Comprehensive income	$	91,962	$	59,768	$	170,013	$	114,550

See Accompanying Notes to Condensed Financial Statements.

Index

ALLIANCEBERNSTEIN HOLDING L.P.

Condensed Statements of Changes in Partners’ Capital

(in thousands)

(unaudited)


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,				Six Months Ended June 30,
		2020		2019		2020		2019			2021		2020		2021		2020
General Partner’s Capital	General Partner’s Capital									General Partner’s Capital
Balance, beginning of period	Balance, beginning of period	$	1,374	$	1,375	$	1,402	$	1,385	Balance, beginning of period	$	1,395	$	1,380	$	1,410	$	1,402
Net income	Net income	71		63		192		166		Net income	88		59		171		121
Cash distributions to Unitholders	Cash distributions to Unitholders	(61)		(56)		(210)		(169)		Cash distributions to Unitholders	(80)		(65)		(178)		(149)

Balance, end of period	Balance, end of period	1,384		1,382		1,384		1,382		Balance, end of period	1,403		1,374		1,403		1,374
Limited Partners’ Capital	Limited Partners’ Capital									Limited Partners’ Capital
Balance, beginning of period	Balance, beginning of period	1,556,813		1,542,918		1,619,200		1,555,892		Balance, beginning of period	1,712,801		1,592,161		1,656,816		1,619,200
Net income	Net income	66,928		59,765		185,992		158,375		Net income	90,829		56,867		171,833		119,064
Cash distributions to Unitholders	Cash distributions to Unitholders	(58,877)		(53,971)		(204,258)		(162,026)		Cash distributions to Unitholders	(81,183)		(61,760)		(179,130)		(145,381)
Retirement of AB Holding Units	Retirement of AB Holding Units	(8,645)		(19,029)		(54,823)		(92,412)		Retirement of AB Holding Units	(40,841)		(31,958)		(70,688)		(46,178)
Issuance of AB Holding Units to fund long-term incentive compensation plan awards	Issuance of AB Holding Units to fund long-term incentive compensation plan awards	282		18		10,243		60,921		Issuance of AB Holding Units to fund long-term incentive compensation plan awards	6,577		1,503		107,438		9,961
Exercise of compensatory options to buy AB Holding Units	Exercise of compensatory options to buy AB Holding Units	0		691		147		9,642		Exercise of compensatory options to buy AB Holding Units	1,488		0		3,402		147

Balance, end of period	Balance, end of period	1,556,501		1,530,392		1,556,501		1,530,392		Balance, end of period	1,689,671		1,556,813		1,689,671		1,556,813
AB Holding Units held by AB to fund long-term incentive compensation plans	AB Holding Units held by AB to fund long-term incentive compensation plans									AB Holding Units held by AB to fund long-term incentive compensation plans
Balance, beginning of period	Balance, beginning of period	(26,202)		(35,746)		(27,436)		(27,759)		Balance, beginning of period	(51,973)		(29,002)		(20,171)		(27,436)
Change in AB Holding Units held by AB to fund long-term incentive compensation plans	Change in AB Holding Units held by AB to fund long-term incentive compensation plans	3,511		1,830		4,745		(6,157)		Change in AB Holding Units held by AB to fund long-term incentive compensation plans	984		2,800		(30,818)		1,234
Balance, end of period	Balance, end of period	(22,691)		(33,916)		(22,691)		(33,916)		Balance, end of period	(50,989)		(26,202)		(50,989)		(26,202)
Accumulated Other Comprehensive (Loss) Income	Accumulated Other Comprehensive (Loss) Income									Accumulated Other Comprehensive (Loss) Income
Balance, beginning of period	Balance, beginning of period	(45,263)		(39,130)		(40,628)		(39,461)		Balance, beginning of period	(36,934)		(48,105)		(33,898)		(40,628)

Foreign currency translation adjustment, net of tax	Foreign currency translation adjustment, net of tax	5,910		(4,393)		834		(4,279)		Foreign currency translation adjustment, net of tax	830		2,545		(1,932)		(5,076)
Changes in employee benefit related items, net of tax	Changes in employee benefit related items, net of tax	151		267		592		484		Changes in employee benefit related items, net of tax	215		297		(59)		441

Balance, end of period	Balance, end of period	(39,202)		(43,256)		(39,202)		(43,256)		Balance, end of period	(35,889)		(45,263)		(35,889)		(45,263)
Total Partners’ Capital	Total Partners’ Capital	$	1,495,992	$	1,454,602	$	1,495,992	$	1,454,602	Total Partners’ Capital	$	1,604,196	$	1,486,722	$	1,604,196	$	1,486,722

See Accompanying Notes to Condensed Financial Statements.

Index

ALLIANCEBERNSTEIN HOLDING L.P.

Condensed Statements of Cash Flows

(in thousands)

(unaudited)


		Nine Months Ended September 30,							Six Months Ended June 30,
		2020		2019			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	186,184	$	158,541	Net income	$	172,004	$	119,185
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Equity in net income attributable to AB Unitholders	Equity in net income attributable to AB Unitholders	(206,989)		(178,383)		Equity in net income attributable to AB Unitholders	(186,314)		(133,115)
Cash distributions received from AB	Cash distributions received from AB	225,802		182,475		Cash distributions received from AB	194,245		160,259
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
(Increase) in other assets		(60)		(61)
(Decrease) increase in other liabilities		(1,334)		93
Decrease (increase) in other assets						Decrease (increase) in other assets	76		(310)
(Decrease) in other liabilities						(Decrease) in other liabilities	(1,111)		(1,460)
Net cash provided by operating activities	Net cash provided by operating activities	203,603		162,665		Net cash provided by operating activities	178,900		144,559

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Investments in AB with proceeds from exercise of compensatory options to buy AB Holding Units	Investments in AB with proceeds from exercise of compensatory options to buy AB Holding Units	(147)		(9,642)		Investments in AB with proceeds from exercise of compensatory options to buy AB Holding Units	(3,402)		(147)
Net cash used in investing activities	Net cash used in investing activities	(147)		(9,642)		Net cash used in investing activities	(3,402)		(147)

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Cash distributions to Unitholders	Cash distributions to Unitholders	(204,468)		(162,195)		Cash distributions to Unitholders	(179,308)		(145,530)
Capital contributions from (to) AB		865		(470)
Capital contributions from AB						Capital contributions from AB	408		971
Proceeds from exercise of compensatory options to buy AB Holding Units	Proceeds from exercise of compensatory options to buy AB Holding Units	147		9,642		Proceeds from exercise of compensatory options to buy AB Holding Units	3,402		147
Net cash used in financing activities	Net cash used in financing activities	(203,456)		(153,023)		Net cash used in financing activities	(175,498)		(144,412)

Change in cash and cash equivalents	Change in cash and cash equivalents	0		0		Change in cash and cash equivalents	0		0
Cash and cash equivalents as of beginning of period	Cash and cash equivalents as of beginning of period	0		0		Cash and cash equivalents as of beginning of period	0		0
Cash and cash equivalents as of end of period	Cash and cash equivalents as of end of period	$	0	$	0	Cash and cash equivalents as of end of period	$	0	$	0

See Accompanying Notes to Condensed Financial Statements.

Index

ALLIANCEBERNSTEIN HOLDING L.P.

Notes to Condensed Financial Statements

~~September~~June 30, ~~2020~~2021

(unaudited)

The words “we” and “our” refer collectively to AllianceBernstein Holding L.P. (“AB Holding”) and AllianceBernstein L.P. and its subsidiaries (“AB”), or to their officers and employees. Similarly, the word “company” refers to both AB Holding and AB. Where the context requires distinguishing between AB Holding and AB, we identify which of them is being discussed. These statements should be read in conjunction with the audited consolidated financial statements included in the Form 10-K for the year ended December 31, 2020.

1. Business Description, Organization and Basis of Presentation

Business Description

AB Holding’s principal source of income and cash flow is attributable to its investment in AB limited partnership interests. The condensed financial statements and notes of AB Holding should be read in conjunction with the condensed consolidated financial statements and notes of AB included as an exhibit to this quarterly report on Form 10-Q and with AB Holding’s and AB’s audited financial statements included in AB Holding’s Form 10-K for the year ended December 31, ~~2019.~~2020.

AB provides diversified investment management, research and related services globally to a broad range of clients. Its principal services include:

•Institutional Services – servicing its institutional clients, including private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and affiliates such as Equitable Holdings, Inc. ("EQH") and its subsidiaries, by means of separately-managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles.

•Retail Services – servicing its retail clients, primarily by means of retail mutual funds sponsored by AB or an affiliated company, sub-advisory relationships with mutual funds sponsored by third parties, separately-managed account programs sponsored by financial intermediaries worldwide and other investment vehicles.

•Private Wealth Management Services – servicing its private clients, including high-net-worth individuals and families, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities, by means of separately-managed accounts, hedge funds, mutual funds and other investment vehicles.

•Bernstein Research Services – servicing institutional investors, such as pension fund, hedge fund and mutual fund managers, seeking high-quality fundamental research, quantitative services and brokerage-related services in equities and listed options.

AB also provides distribution, shareholder servicing, transfer agency services and administrative services to the mutual funds it sponsors.

AB’s high-quality, in-depth research is the foundation of its business. AB’s research disciplines include economic, fundamental equity, fixed income and quantitative research. In addition, AB has ~~experts focused on~~expertise in multi-asset strategies, wealth management, environmental, social and corporate governance ("ESG"), and alternative investments.

AB provides a broad range of investment services with expertise in:

•Actively-managed equity strategies, with global and regional portfolios across capitalization ranges, concentration ranges and investment strategies, including value, growth and core equities;

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

•~~Passive management, including index and enhanced index strategies;~~

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

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

Index

~~AB’s services span various investment disciplines,~~•Some passive management, including ~~market capitalization (e.g., large-, mid-~~index and ~~small-cap equities), term (e.g., long-, intermediate- and short-duration debt securities), and geographic location (e.g., U.S., international, global, emerging markets, regional and local), in major markets around the world.~~enhanced index strategies.

Organization

During the second quarter of 2018, AXA S.A. ("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 September 30, 2020.

As of ~~September~~June 30, ~~2020,~~2021, EQH owned approximately ~~4.2%~~4.0% of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“AB Holding Units”). AllianceBernstein Corporation (an indirect wholly-owned subsidiary of EQH, “General Partner”) is the general partner of both AB Holding and AB. AllianceBernstein Corporation owns 100,000 general partnership units in AB Holding and a 1% general partnership interest in AB.

As of ~~September~~June 30, ~~2020,~~2021, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:


EQH and its subsidiaries	~~63.8~~62.9	%
AB Holding	~~35.5~~36.3
Unaffiliated holders	~~0.7~~0.8
	100.0	%

Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries had an approximate ~~65.3%~~64.4% economic interest in AB as of ~~September~~June 30, ~~2020.~~2021.

Basis of Presentation

The interim condensed financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the interim results, have been made. The preparation of the condensed financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the condensed financial statements and the reported amounts of revenues and expenses during the interim reporting periods. Actual results could differ from those estimates. The condensed statement of financial condition as of December 31, ~~2019~~2020 was derived from audited financial statements. Certain disclosures included in the annual financial statements ~~but it does~~have been condensed or omitted from these financial statements as they are not ~~include all disclosures~~ required ~~by accounting~~for interim financial statements under principles generally accepted in the United States of America ~~(“GAAP”~~("GAAP"). and the rules of the Securities and Exchange Commission.

AB Holding records its investment in AB using the equity method of accounting. AB Holding’s investment is increased to reflect its proportionate share of income of AB and decreased to reflect its proportionate share of losses of AB and cash distributions made by AB to its Unitholders. In addition, AB Holding's investment is adjusted to reflect its proportionate share of certain capital transactions of AB.

Subsequent Events

We have evaluated subsequent events through the date that these financial statements were filed with the Securities and Exchange Commission.

2. Cash Distributions

AB Holding is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Agreement of Limited Partnership of AB Holding (“AB Holding Partnership Agreement”), to its Unitholders pro rata in accordance with their percentage interests in AB Holding. Available Cash Flow is defined as the cash distributions AB Holding receives from AB minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB Holding for use in its business (such as the payment of taxes) or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow.

On ~~October 22, 2020,~~July 29, 2021, the General Partner declared a distribution of ~~$0.69~~$0.91 per unit, representing a distribution of Available Cash Flow for the three months ended ~~September~~June 30, ~~2020.~~2021. Each general partnership unit in AB Holding is entitled to receive

Index

~~receive~~ distributions equal to those received by each AB Holding Unit. The distribution is payable on ~~November 12, 2020~~August 19, 2021 to holders of record at the close of business on ~~November 2, 2020.~~August 9, 2021.

3. Long-term Incentive Compensation Plans

AB maintains several unfunded, non-qualified long-term incentive compensation plans, under which the company grants awards of restricted AB Holding Units to its employees and members of the Board of Directors, who are not employed by AB or by any of AB’s affiliates (“Eligible Directors”).

AB funds its restricted AB Holding Unit awards either by purchasing AB Holding Units on the open market or purchasing newly-issued AB Holding Units from AB Holding, and then keeping these AB Holding Units in a consolidated rabbi trust until delivering them or retiring them. In accordance with the AB Holding Partnership Agreement, when AB purchases newly-issued AB Holding Units from AB Holding, AB Holding is required to use the proceeds it receives from AB to purchase the equivalent number of newly-issued AB Units, thus increasing its percentage ownership interest in AB. AB Holding Units held in the consolidated rabbi trust are corporate assets in the name of the trust and are available to the general creditors of AB.

Repurchases of AB Holding Units for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 consisted of the following:


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,				Six Months Ended June 30,
		2020		2019		2020		2019			2021		2020		2021		2020
		(in millions)															(in millions)
Total amount of AB Holding Units Purchased ⁽¹⁾	Total amount of AB Holding Units Purchased ⁽¹⁾	0.3		0.9		2.5		2.9		Total amount of AB Holding Units Purchased (1)	0.9		1.3		1.9		2.2
Total Cash Paid for AB Holding Units Purchased⁽¹⁾	Total Cash Paid for AB Holding Units Purchased⁽¹⁾	$	6.8	$	25.1	$	54.4	$	83.7	Total Cash Paid for AB Holding Units Purchased(1)	$	38.3	$	27.8	$	75.7	$	47.6
Open Market Purchases of AB Holding Units Purchased ⁽²⁾	Open Market Purchases of AB Holding Units Purchased ⁽²⁾	0.2		0.6		2.4		2.5		Open Market Purchases of AB Holding Units Purchased (2)	0.8		1.3		1.4		2.2
Total Cash Paid for Open Market Purchases of AB Holding Units ⁽²⁾	Total Cash Paid for Open Market Purchases of AB Holding Units ⁽²⁾	$	6.7	$	15.3	$	51.8	$	70.6	Total Cash Paid for Open Market Purchases of AB Holding Units (2)	$	34.6	$	27.8	$	58.8	$	45.1

^{(1) Purchased on a trade date basis.}

^{(2) The remainder related to purchases of AB Holding Units from employees to fulfill statutory tax withholding requirements at the time of delivery of long-term incentive compensation awards.}

Each quarter, AB considers whether to implement a plan to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). A plan of this type allows a company to repurchase its shares at times when it otherwise might be prevented from doing so because of self-imposed trading blackout periods or because it possesses material non-public information. Each broker selected by AB has the authority under the terms and limitations specified in the plan to repurchase AB Holding Units on AB’s behalf. Repurchases are subject to regulations promulgated by the SEC as well as certain price, market volume and timing constraints specified in the plan. The plan adopted during the ~~third~~second quarter of ~~2020~~2021 expired at the close of business on ~~October 21, 2020.~~July 28, 2021. AB may adopt additional plans in the future to engage in open-market purchases of AB Holding Units to help fund anticipated obligations under its incentive compensation award program and for other corporate purposes.

During the first ~~nine~~six months of 2021 and 2020, ~~and 2019,~~ AB ~~granted~~awarded to employees and Eligible Directors ~~0.5~~3.5 million and ~~1.9~~0.2 million restricted AB Holding Unit awards, respectively. AB used AB Holding Units repurchased during the applicable period and newly-issued AB Holding Units to fund these restricted AB Holding Unit awards.

During the first ~~nine~~six months of ~~2020~~2021 and ~~2019,~~2020, AB Holding issued ~~5,182~~0.1 million and ~~0.4 million~~5,182 AB Holding Units, respectively, upon exercise of options to buy AB Holding Units. AB Holding used the proceeds of ~~$0.1~~$3.4 million and ~~$9.6~~$0.1 million, respectively, received from award recipients as payment in cash for the exercise price to purchase the equivalent number of newly-issued AB Units.

Index

4. Net Income per Unit

Basic net income per unit is derived by dividing net income by the basic weighted average number of units outstanding for each period. Diluted net income per unit is derived by adjusting net income for the assumed dilutive effect of compensatory options (“Net income – diluted”) and dividing by the diluted weighted average number of units outstanding for each period.

Three Months Ended September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(in thousands, except per unit amounts)
Net income – basic $ 66,999 $ 59,828 $ 186,184 $ 158,541
Additional allocation of equity in net income attributable to AB resulting from assumed dilutive effect of compensatory options 14 17 32 62
Net income – diluted $ 67,013 $ 59,845 $ 186,216 $ 158,603
Weighted average units outstanding – basic 96,350 96,376 95,415 95,939
Dilutive effect of compensatory options 27 36 23 52
Weighted average units outstanding – diluted 96,377 96,412 95,438 95,991
Basic net income per unit $ 0.70 $ 0.62 $ 1.95 $ 1.65
Diluted net income per unit $ 0.70 $ 0.62 $ 1.95 $ 1.65

Three Months Ended September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(amounts as shown)
Anti-dilutive options excluded from diluted net income 29,056 29,056 29,056 29,056


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(in thousands, except per unit amounts)

Net income – basic	$	90,917	$	56,926	$	172,004	$	119,185
Additional allocation of equity in net income attributable to AB resulting from assumed dilutive effect of compensatory options	8		3		23		18
Net income – diluted	$	90,925	$	56,929	$	172,027	$	119,203

Weighted average units outstanding – basic	100,159		96,892		100,153		96,526
Dilutive effect of compensatory options	12		10		20		22
Weighted average units outstanding – diluted	100,171		96,902		100,173		96,548

Basic net income per unit	$	0.91	$	0.59	$	1.72	$	1.23
Diluted net income per unit	$	0.91	$	0.59	$	1.72	$	1.23


	Three Months Ended June 30,		Six Months Ended June 30,
	2021	2020	2021	2020
	(amounts as shown)
Anti-dilutive options excluded from diluted net income	0	44,877	0	44,877

Index

5. Investment in AB

Changes in AB Holding’s investment in AB during the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2020~~2021 are as follows (in thousands):


Investment in AB as of December 31, ~~2019~~2020	$	~~1,554,203~~1,605,941
Equity in net income attributable to AB Unitholders	~~206,989~~186,314
Changes in accumulated other comprehensive income	~~1,426~~ (1,991)
Cash distributions received from AB	~~(225,802)~~(194,245)
Additional investments with proceeds from exercise of compensatory options to buy AB Holding Units	~~147~~3,402
Capital contributions (from) AB	~~(865)~~(408)
AB Holding Units retired	~~(54,823)~~(70,688)
AB Holding Units issued to fund long-term incentive compensation plans	~~10,243~~107,438
Change in AB Holding Units held by AB for long-term incentive compensation plans	~~4,745~~ (30,818)


Investment in AB as of ~~September~~June 30, ~~2020~~2021	$	~~1,496,263~~1,604,945

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6. Units Outstanding

Changes in AB Holding Units outstanding during the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2020~~2021 are as follows:


Outstanding as of December 31, ~~2019~~2020			~~98,192,098~~98,322,942
Options exercised			~~5,182~~143,211
Units issued			~~422,703~~3,019,529
Units retired			~~(2,445,415)~~(1,676,876)
Outstanding as of ~~September~~June 30, ~~2020~~2021			~~96,174,568~~99,808,806

7. Income Taxes

AB Holding is a “grandfathered” publicly-traded partnership (“PTP”) for federal tax purposes and, accordingly, is not subject to federal or state corporate income taxes. However, AB Holding is subject to the 4.0% New York City unincorporated business tax (“UBT”), net of credits for UBT paid by AB, and to a 3.5% federal tax on partnership gross income from the active conduct of a trade or business. AB Holding’s partnership gross income is derived from its interest in AB.

AB Holding’s federal income tax is computed by multiplying certain AB qualifying revenues (primarily U.S. investment advisory fees, research payments and brokerage commissions) by AB Holding’s ownership interest in AB, multiplied by the 3.5% tax rate. AB Holding Units in AB’s consolidated rabbi trust are not considered outstanding for purposes of calculating AB Holding’s ownership interest in AB.


		Three Months Ended September 30,											Nine Months Ended September 30,												Three Months Ended June 30,								Six Months Ended June 30,
		2020			2019			% Change		2020			2019			% Change			2021			2020			% Change		2021			2020			% Change
										(in thousands)																				(in thousands)
Net income attributable to AB Unitholders	Net income attributable to AB Unitholders	$	207,976		$	187,811		10.7	%	$	579,617		$	503,177		15.2	%	Net income attributable to AB Unitholders	$	267,570		$	177,321		50.9	%	$	511,701		$	371,641		37.7	%
Multiplied by: weighted average equity ownership interest	Multiplied by: weighted average equity ownership interest	35.5		%	35.5		%			35.7		%	35.5		%			Multiplied by: weighted average equity ownership interest	36.4		%	35.6		%			36.4		%	35.8		%
Equity in net income attributable to AB Unitholders	Equity in net income attributable to AB Unitholders	$	73,874		$	66,722		10.7		$	206,989		$	178,383		16.0		Equity in net income attributable to AB Unitholders	$	97,407		$	63,201		54.1		$	186,314		$	133,115		40.0

AB qualifying revenues	AB qualifying revenues	$	642,303		$	656,173		(2.1)		$	1,931,252		$	1,886,176		2.4		AB qualifying revenues	$	580,471		$	586,609		(1.0)		$	1,286,863		$	1,288,949		(0.2)
Multiplied by: weighted average equity ownership interest for calculating tax	Multiplied by: weighted average equity ownership interest for calculating tax	30.0		%	29.4		%			30.2		%	29.5		%			Multiplied by: weighted average equity ownership interest for calculating tax	31.2		%	29.9		%			30.9		%	30.4		%
Multiplied by: federal tax	Multiplied by: federal tax	3.5		%	3.5		%			3.5		%	3.5		%			Multiplied by: federal tax	3.5		%	3.5		%			3.5		%	3.5		%
Federal income taxes	Federal income taxes	6,738			6,759					20,432			19,459					Federal income taxes	6,332			6,179					13,904			13,694
State income taxes	State income taxes	137			135					373			383					State income taxes	158			96					406			236
Total income taxes	Total income taxes	$	6,875		$	6,894		(0.3)		$	20,805		$	19,842		4.9		Total income taxes	$	6,490		$	6,275		3.4		$	14,310		$	13,930		2.7

Effective tax rate	Effective tax rate	9.3		%	10.3		%			10.1		%	11.1		%			Effective tax rate	6.7		%	9.9		%			7.7		%	10.5		%

In order to preserve AB Holding’s status as a “grandfathered” PTP for federal income tax purposes, management ensures that AB Holding does not directly or indirectly (through AB) engage in a substantial new line of business. If AB Holding were to lose its status as a “grandfathered” PTP, it would be subject to corporate income tax, which would reduce materially AB Holding’s net income and its quarterly distributions to AB Holding Unitholders.

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8. Commitments and Contingencies

Legal and regulatory matters described below pertain to AB and are included here due to their potential significance to AB Holding's investment in AB.

With respect to all significant litigation matters, we consider the likelihood of a negative outcome. If we determine the likelihood of a negative outcome is probable and the amount of the loss can be reasonably estimated, we record an estimated loss for the expected outcome of the litigation. If the likelihood of a negative outcome is reasonably possible and we can determine an estimate of the possible loss or range of loss in excess of amounts already accrued, if any, we disclose that fact together with the estimate of the possible loss or range of loss. However, it is often difficult to predict the outcome or estimate a possible loss or range of loss because litigation is subject to inherent uncertainties, particularly when plaintiffs allege substantial or indeterminate damages. Such is also the case when the litigation is in its early stages or when the litigation is highly complex or broad in scope. In these cases, we disclose that we are unable to predict the outcome or estimate a possible loss or range of loss.

AB may be involved in various matters, including regulatory inquiries, administrative proceedings and litigation, some of which may allege significant damages. It is reasonably possible that AB could incur losses pertaining to these matters, but management cannot currently estimate any such losses.

Management, after consultation with legal counsel, currently believes that the outcome of any individual matter that is pending or threatened, or all of them combined, will not have a material adverse effect on our results of operations, financial condition or liquidity. However, any inquiry, proceeding or litigation has the element of uncertainty; management cannot determine whether further developments relating to any individual matter that is pending or threatened, or all of them combined, will have a material adverse effect on our results of operations, financial condition or liquidity in any future reporting period.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

AB Holding’s principal source of income and cash flow is attributable to its investment in AB Units. AB Holding’s interim condensed financial statements and notes and management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with those of AB included as an exhibit to this Form 10-Q. They also should be read in conjunction with AB’s audited financial statements and notes and MD&A included in AB Holding’s Form 10-K for the year ended December 31, ~~2019.~~2020.

Results of Operations


		Three Months Ended September 30,											Nine Months Ended September 30,												Three Months Ended June 30,								Six Months Ended June 30,
		2020			2019			% Change		2020			2019			% Change			2021			2020			% Change		2021			2020			% Change
		(in thousands, except per unit amounts)																															(in thousands, except per unit amounts)

Net income attributable to AB Unitholders	Net income attributable to AB Unitholders	$	207,976		$	187,811		10.7	%	$	579,617		$	503,177		15.2	%	Net income attributable to AB Unitholders	$	267,570		$	177,321		50.9	%	$	511,701		$	371,641		37.7	%
Weighted average equity ownership interest	Weighted average equity ownership interest	35.5		%	35.5		%			35.7		%	35.5		%			Weighted average equity ownership interest	36.4		%	35.6		%			36.4		%	35.8		%
Equity in net income attributable to AB Unitholders	Equity in net income attributable to AB Unitholders	73,874			66,722			10.7		206,989			178,383			16.0		Equity in net income attributable to AB Unitholders	97,407			63,201			54.1		186,314			133,115			40.0
Income taxes	Income taxes	6,875			6,894			(0.3)		20,805			19,842			4.9		Income taxes	6,490			6,275			3.4		14,310			13,930			2.7
Net income of AB Holding	Net income of AB Holding	$	66,999		$	59,828		12.0		$	186,184		$	158,541		17.4		Net income of AB Holding	$	90,917		$	56,926		59.7		$	172,004		$	119,185		44.3
Diluted net income per AB Holding Unit	Diluted net income per AB Holding Unit	$	0.70		$	0.62		12.9		$	1.95		$	1.65		18.2		Diluted net income per AB Holding Unit	$	0.91		$	0.59		54.2		$	1.72		$	1.23		39.8
Distribution per AB Holding Unit⁽¹⁾	Distribution per AB Holding Unit⁽¹⁾	$	0.69		$	0.63		9.5		$	1.94		$	1.68		15.5		Distribution per AB Holding Unit(1)	$	0.91		$	0.61		49.2		$	1.72		$	1.25		37.6

________________________

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

AB Holding's net income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 increased ~~$7.2~~$34.0 million and ~~$27.6~~$52.8 million, respectively, ~~primarily~~ due to higher net income attributable to AB ~~Unitholders.~~Unitholders and a slightly higher weighted average equity ownership interest.

AB Holding’s partnership gross income is derived from its interest in AB. AB Holding’s income taxes, which reflect a 3.5% federal tax on its partnership gross income from the active conduct of a trade or business, are computed by multiplying certain AB qualifying revenues (primarily U.S. investment advisory fees, research payments and brokerage commissions) by AB Holding’s ownership interest in AB, multiplied by the 3.5% tax rate. AB Holding’s effective tax rate was ~~9.3%~~6.7% during the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~10.3%~~9.9% during the three months ended ~~September~~June 30, ~~2019.~~2020. AB Holding's effective tax rate during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~10.1%~~7.7% compared to ~~11.1%~~10.5% during the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. See Note 7 to the condensed financial statements in Item 1 for the calculation of income tax expense.

Management Operating Metrics

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

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Index

The impact of these adjustments on AB Holding’s net income and diluted net income per AB Holding Unit is as follows:


		Three Months Ended September 30,									Nine Months Ended September 30,										Three Months Ended June 30,						Six Months Ended June 30,
		2020			2019			2020			2019				2021			2020			2021			2020
		(in thousands, except per Unit amounts)																						(in thousands, except per Unit amounts)

AB non-GAAP adjustments, before taxes	AB non-GAAP adjustments, before taxes	$	(840)		$	1,290		$	7,262		$	5,334		AB non-GAAP adjustments, before taxes	$	(879)		$	6,306		$	(1,694)		$	8,102
AB income tax benefit (expense) on non-GAAP adjustments	AB income tax benefit (expense) on non-GAAP adjustments	29			151			(584)			882			AB income tax benefit (expense) on non-GAAP adjustments	196			797			268			(692)
AB non-GAAP adjustments, after taxes	AB non-GAAP adjustments, after taxes	(811)			1,441			6,678			6,216			AB non-GAAP adjustments, after taxes	(683)			7,103			(1,426)			7,410
AB Holding’s weighted average equity ownership interest in AB	AB Holding’s weighted average equity ownership interest in AB	35.5		%	35.5		%	35.7		%	35.5		%	AB Holding’s weighted average equity ownership interest in AB	36.4		%	35.6		%	36.4		%	35.8		%
Impact on AB Holding’s net income of AB non-GAAP adjustments	Impact on AB Holding’s net income of AB non-GAAP adjustments	$	(289)		$	512		$	2,385		$	2,204		Impact on AB Holding’s net income of AB non-GAAP adjustments	$	(248)		$	2,533		$	(519)		$	2,655

Net income – diluted, GAAP basis	Net income – diluted, GAAP basis	$	67,013		$	59,845		$	186,216		$	158,603		Net income – diluted, GAAP basis	$	90,925		$	56,929		$	172,027		$	119,203
Impact on AB Holding’s net income of AB non-GAAP adjustments	Impact on AB Holding’s net income of AB non-GAAP adjustments	(289)			512			2,385			2,204			Impact on AB Holding’s net income of AB non-GAAP adjustments	(248)			2,533			(519)			2,655
Adjusted net income – diluted	Adjusted net income – diluted	$	66,724		$	60,357		$	188,601		$	160,807		Adjusted net income – diluted	$	90,677		$	59,462		$	171,508		$	121,858

Diluted net income per AB Holding Unit, GAAP basis	Diluted net income per AB Holding Unit, GAAP basis	$	0.70		$	0.62		$	1.95		$	1.65		Diluted net income per AB Holding Unit, GAAP basis	$	0.91		$	0.59		$	1.72		$	1.23
Impact of AB non-GAAP adjustments	Impact of AB non-GAAP adjustments	(0.01)			0.01			0.03			0.03			Impact of AB non-GAAP adjustments	—			0.02			(0.01)			0.03
Adjusted diluted net income per AB Holding Unit	Adjusted diluted net income per AB Holding Unit	$	0.69		$	0.63		$	1.98		$	1.68		Adjusted diluted net income per AB Holding Unit	$	0.91		$	0.61		$	1.71		$	1.26

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

Cash Distributions

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

Capital Resources and Liquidity

During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, net cash provided by operating activities was ~~$203.6~~$178.9 million, compared to ~~$162.7~~$144.6 million during the corresponding ~~2019~~2020 period. The increase primarily resulted from higher cash distributions received from AB of ~~$43.3~~$34.0 million.

During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, net cash used in investing activities was ~~$0.1~~$3.4 million, compared to ~~$9.6~~$0.1 million during the corresponding ~~2019~~2020 period. The activity in both periods reflects the investments in AB with proceeds from exercises of compensatory options to buy AB Holding Units.

During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, net cash used in financing activities was ~~$203.5~~$175.5 million, compared to ~~$153.0~~$144.4 million during the corresponding ~~2019~~2020 period. The increase was primarily ~~was~~ due to higher cash distributions to Unitholders of ~~$42.3~~$33.8 million.

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

Commitments and Contingencies

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

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CAUTIONS REGARDING FORWARD-LOOKING STATEMENTS

Certain statements provided by management in this report and in the portion of AB’s Form 10-Q attached hereto as Exhibit 99.1 are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The most significant of these factors include, but are not limited to, the following: the performance of financial markets, the investment performance of sponsored investment products and separately-managed accounts, general economic conditions, industry trends, future acquisitions, integration of acquired companies, competitive conditions and government regulations, including changes in tax regulations and rates and the manner in which the earnings of publicly-traded partnerships are taxed. We caution readers to carefully consider such factors. Further, these forward-looking statements speak only as of the date on which such statements are made; we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. For further information regarding these forward-looking statements and the factors that could cause actual results to differ, see “Risk Factors” in Part I, Item 1A of our Form 10-K for the year ended December 31, ~~2019~~2020 and Part II, Item 1A in this Form 10-Q. Any or all of the forward-looking statements that we make in our Form 10-K, this Form 10-Q, other documents we file with or furnish to the SEC, and any other public statements we issue, may turn out to be wrong. It is important to remember that other factors besides those listed in “Risk Factors” and those listed below could also adversely impact our revenues, financial condition, results of operations and business prospects.

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

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

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

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

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

•Our determination that adjusted employee compensation expense should not exceed 50% of our adjusted net revenues: Aggregate employee compensation reflects employee performance and competitive compensation levels. Fluctuations in our revenues and/or changes in competitive compensation levels could result in adjusted employee compensation expense exceeding 50% of our adjusted net revenues.

•Our Relocation Strategy: While 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

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

•~~Our 2020 Margin Target~~: We previously adopted a goal of increasing our adjusted operating margin to a target of 30% by 2020, subject to the assumptions, factors and contingencies described as part of the initial disclosure of this target. Our adjusted operating margin, which was 27.5% during 2019, increased to 28.4% during the first nine months of 2020.

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. Based upon our current revenue and expense projections, we do not believe that achieving the 2020 Margin Target is likely. However, we are taking additional actions to better align our expenses with our expected revenues. We remain committed to achieving an adjusted operating margin of 30% in years subsequent to 2020 and will take continued actions in this regard, subject to prevailing market conditions and the evolution of our business mix. Furthermore, our revenues may continue to be adversely affected by the severe economic impact of the novel coronavirus global pandemic ("COVID-19"). Please refer to “Risk Factors” below for additional information regarding the effect on our business COVID-19 has had and may continue to have.

•The Adverse Impact of COVID-19: The severity of ~~the expected~~any possible adverse impact on our AUM and revenues of ~~the~~any new economic downturn caused by a resurgence of the COVID-19 pandemic will depend on the depth and length of ~~the~~any such 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 from any such new economic downturn will be gradual and that there ~~will~~could again be significant, 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.

•~~Our fixed income investment performance:~~ Our fixed income performance continued to rebound in the third quarter following poor relative performance of many of our funds during the first quarter of 2020. Further, while we have not generally experienced redemptions in our fixed income strategies during the second or third quarters of 2020, we recognize that the impact on the one-, three- and five-year track records of some funds may contribute to increased redemptions in some of our fixed income strategies in future periods. Any increase in redemptions, absent an offsetting increase in sales, would adversely affect our AUM, revenues and net income.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~With the exception of the updates regarding Market Risk discussed under~~ ~~Risk Factors in Part II, Item 1A, there~~There have been no material changes in AB Holding’s market risk from the information provided under “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of AB Holding's Form 10-K for the year ended December 31, ~~2019.~~2020.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

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

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

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the ~~third~~second quarter of ~~2020~~2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1516

Index

Part II

OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

~~We are including the below risk factor language regarding the market volatility that has resulted from COVID-19. Except for the update set forth below, there~~There have been no material changes to the risk factors from those appearing in AB Holding's Annual Report on Form 10-K ~~("AB 10-K")~~ for the fiscal year ended December 31, ~~2019.~~2020.

~~Market Risk~~

We indicated in the AB 10-K and Forms 10-Q for the quarters ended March 31, 2020 and June 30, 2020 that our revenues and results of operations depend on the market value and composition of our AUM, which can fluctuate significantly based on various factors, many of which are beyond our control. 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, though we recognize that markets remain volatile and the risk remains of a significant reduction in our revenues and net income in 2020.

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

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

There were no AB Holding Units sold by AB Holding in the period covered by this report that were not registered under the Securities Act.

Each quarter, since the third quarter of 2011, AB has implemented plans to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Exchange Act. The plan adopted during the ~~third~~second quarter of ~~2020~~2021 expired at the close of business on ~~October 21, 2020.~~July 28, 2021. AB may adopt additional plans in the future to engage in open-market purchases of AB Holding Units to help fund anticipated obligations under the firm's incentive compensation award program and for other corporate purposes. See Note 3 to the condensed financial statements contained in Part 1, Item 1.

~~Index~~

AB Holding Units bought by us or one of our affiliates during the ~~third~~second quarter of ~~2020~~2021 are as follows:

ISSUER PURCHASES OF EQUITY SECURITIES

Period Total Number
of AB Holding Units
Purchased
Average Price
Paid Per
AB Holding Unit, net of
Commissions
Total Number of
AB Holding Units Purchased as
Part of Publicly
Announced Plans
or Programs Maximum Number
(or Approximate
Dollar Value) of
AB Holding Units that May Yet
Be Purchased Under
the Plans or
Programs
7/1/20 - 7/31/20⁽¹⁾
1,520 $ 27.43 — —
8/1/20 - 8/31/20⁽²⁾
9,052 27.90 — —
9/1/20 - 9/30/20⁽¹⁾⁽²⁾
239,704 27.17 — —
Total 250,276 $ 27.20 — —


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
4/1/21 - 4/30/21(1)(2)	135,814	$	40.90	—	—
5/1/21 - 5/31/21(1)(2)	565,342	43.77		—	—
6/1/21 - 6/30/21(2)	177,679	44.59		—	—
Total	878,835	$	43.49	—	—

⁽¹⁾During the ~~third~~second quarter of ~~2020,~~2021, AB purchased from employees ~~1,922~~84,619 AB Holding Units to allow them to fulfill statutory withholding tax requirements at the time of distribution of long-term incentive compensation awards.

⁽²⁾During the ~~third~~second quarter of ~~2020,~~2021, AB purchased ~~248,354~~794,216 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.

~~AB Units bought by us or one of our affiliates during the third 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
7/1/20 - 7/31/20 — $ — — —
8/1/20 - 8/31/20 — — — —
9/1/20 - 9/30/20⁽¹⁾
700 28.26 — —
Total 700 $ 28.26 — —

⁽¹⁾~~During September 2020, AB purchased 700 AB Units in private transactions.~~

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Index

Item 6. Exhibits


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

31.2			Certification of Mr. ~~Weisenseel~~Dibadj furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification of Mr. Bernstein furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 ~~and~~an d 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2			Certification of Mr. ~~Weisenseel~~Dibadj furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002.

99.1			Part I, Items 1 through 4 of the AllianceBernstein L.P. Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2020.~~June 3 0 , 2021.

101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH			XBRL Taxonomy Extension Schema.

101.CAL			XBRL Taxonomy Extension Calculation Linkbase.

101.LAB			XBRL Taxonomy Extension Label Linkbase.

101.PRE			XBRL Taxonomy Extension Presentation Linkbase.

101.DEF			XBRL Taxonomy Extension Definition Linkbase.

104			The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2020,~~2021, formatted in Inline XBRL (included in Exhibit 101).

Index

SIGNATURE

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

Date: ~~October 22, 2020~~July 29, 2021

ALLIANCEBERNSTEIN HOLDING L.P.

By:

/s/ ~~John C. Weisenseel~~Ali Dibadj

~~John C. Weisenseel~~Ali Dibadj

Chief Financial Officer & Head of Strategy

By:

/s/ William R. Siemers

William R. Siemers

Chief Accounting Officer


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
7/1/20 - 7/31/20	—	$	—	—	—
8/1/20 - 8/31/20	—	—		—	—
9/1/20 - 9/30/20⁽¹⁾	700	28.26		—	—
Total	700	$	28.26	—	—