Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 20172023
OR
☐
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                 to
Commission file number 000-29961
ALLIANCEBERNSTEIN L.P.
(Exact name of registrant as specified in its charter)
Delaware13-4064930
Delaware13-4064930
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1345 Avenue of the Americas, New York, N.Y.10,105
(Address of principal executive offices)
501 Commerce Street, Nashville, TN  37203
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (212) 969-1000(615) 622-0000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of ClassTrading SymbolName of each exchange on which registered
unitsUnits of limited partnership interestLimited Partnership InterestNoneNone
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ý☒  No o☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o☐  No ý☒
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 ý☒  No o☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes ý☒  No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ý☐
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 definitions 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 filero
☐
Accelerated filero☐
Non-accelerated filerx
☒
Smaller reporting companyo☐
Emerging growth companyo☐

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. o☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒  No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes o☐  No ý☒
If securities are registered pursuant to Section 12 (b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
The number of units of limited partnership interest outstanding as of December 31, 20172023 was 268,659,333.286,609,212.
DOCUMENTS INCORPORATED BY REFERENCE
This Form 10-K does not incorporate any document by reference.


Table of Contents
Table of Contents
Glossary of Certain Defined Terms
ii
Part I
1
Part I
Item 1.
Business
1
Item 1A.
17
Item 1B.
2827
Item 1C.
Cybersecurity
27
Item 2.
28
Item 3.
2829
Item 4.
29
Part II
30
Selected Financial Data
32
5732
5956
6158
89107
108
109108
109
Part III
Item 10.
110
Item 11.
118125
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
139156
Item 13.
144160
Item 14.
147161
Part IV
148162
151164
SignaturesSignatures
151165

2023 Annual Reporti
i
Table of Contents

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. AXA operates primarily in Europe, North America, the Asia/Pacific regions and, to a lesser extent, in other regions, including the Middle East, Africa and Latin America. AXA has five operating business segments: Life and Savings, Property and Casualty, International Insurance, Asset Management and Banking.

“AXA Equitable” – AXA Equitable Life Insurance Company (New York stock life insurance company), a subsidiary of AXA Financial, and its subsidiaries other than AB and its subsidiaries.

“AXA Equitable Holdings” – AXA Equitable Holdings, Inc. (Delaware corporation), a subsidiary of AXA S.A., and its subsidiaries other than AB and its subsidiaries.

“AXA Financial” – AXA Financial, Inc. (Delaware corporation), a subsidiary of AXA.

“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.

“Exchange Act” – the Securities Exchange Act of 1934, as amended.

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

“General Partner” – AllianceBernstein Corporation (Delaware corporation), the general partner of AB and AB Holding and a subsidiary of AXA Equitable, 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.




Glossary of Certain Defined Terms
ii
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 HoldingAllianceBernstein Holding L.P. (Delaware limited partnership).
AB Holding Partnership Agreementthe Amended and Restated Agreement of Limited Partnership of AB Holding, dated as of October 29, 1999 and as amended February 24, 2006.
AB Holding Unitsunits representing assignments of beneficial ownership of limited partnership interest in AB Holding.
AB Partnership Agreementthe Amended and Restated Agreement of Limited Partnership of AB, dated as of October 29, 1999 and as amended February 24, 2006.
AB Unitsunits of limited partnership interest in AB.
AUMAB's assets under management.
Bernstein TransactionAB'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 AmericaEquitable Financial Insurance Company of America (f/k/a MONY Life Insurance Company of America, an Arizona corporation), a subsidiary of Equitable Holdings.
Equitable FinancialEquitable Financial Life Insurance Company (New York stock life insurance company), a subsidiary of Equitable Holdings.
Equitable Holdings or EQHEquitable Holdings, Inc. (Delaware corporation) and its subsidiaries other than AB and its subsidiaries.
Exchange Actthe Securities Exchange Act of 1934, as amended.
ERISAthe Employee Retirement Income Security Act of 1974, as amended.
GAAPU.S. Generally Accepted Accounting Principles.
General PartnerAllianceBernstein 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 Actthe Investment Advisers Act of 1940, as amended.
Investment Company Actthe Investment Company Act of 1940, as amended.
NYSEthe New York Stock Exchange, Inc.
PartnershipsAB and AB Holding together.
SECthe United States Securities and Exchange Commission.
Securities Actthe Securities Act of 1933, as amended.
iiAllianceBernstein
Table of Contents

Part I
PART I

Item 1. Business

The words “we” and “our” in this Form 10-K refer collectively to AB Holding and AB and its subsidiaries, or to their officers and employees. Similarly, the words “company” and “firm” refer to both AB Holding and AB. Where the context requires distinguishing between AB Holding and AB, we identify which company is being discussed. Cross-references are in italics.

We use “global” in this Form 10-K to refer to all nations, including the United States; we use “international” or “non-U.S.” to refer to nations other than the United States.

We use “emerging markets” in this Form 10-K to refer to countries included in the Morgan Stanley Capital International (“MSCI”) emerging markets index, which are,include, as of December 31, 2017,2023: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Kuwait, Malaysia, Mexico, Peru, Pakistan, Philippines, Poland, Qatar, Russia,Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and the United Arab Emirates.

Clients

We provide research, diversified investment management, research and related services globally to a broad range of clients through our three buy-side distribution channels: Institutions, Retail and Private Wealth Management, and our sell-side business, Bernstein Research Services. SeeSee “Distribution Channels” in this Item 1 for additional information.

As of December 31, 2017, 20162023, 2022 and 2015,2021, our AUM were approximately $554$725 billion, $480$646 billion and $467$779 billion, respectively, and our net revenues as of December 31, 2017, 2016 and 2015 were approximately $3.3$4.2 billion, $3.0$4.1 billion and $3.0$4.4 billion, respectively.AXA, EQH (our parent company) and its subsidiaries, whose AUM consist primarily of fixed income investments, together constituteis our largest client. Our EQH affiliates represented approximately 23%16%, 24%16% and 24%17% of our AUM as of December 31, 2017, 20162023, 2022 and 2015,2021, and we earned approximately 5%, 4% and 4% of our net revenues from services we provided to our affiliatesthem in each of those years. 2023, 2022 and 2021, respectively.
Assets Under Management (AUM)
($ billions)
Net Revenues
($ billions)
barchart_clients_AUM.jpg
barchart_clients_netRevenues.jpg
See “Distribution Channels” below and “Assets Under Management” and “Net Revenues” in Item 7 for additional information regarding our AUM and net revenues.

Generally, we are compensated for our investment services on the basis of investment advisory and services fees calculated as a percentage of AUM. For additional information about our investment advisory and services fees, including performance-based fees, see “Risk Factors” in Item 1A and “Net Revenues – Investment Advisory and Services Fees” in Item 7.

Research

Our high-quality, in-depth research is the foundation of our business.asset management and private wealth management businesses. We believe that our global team of research professionals, whose disciplines include economic, fundamental equity, fixed income and quantitative research, gives us a competitive advantage in achieving investment success for our clients. We also have experts focused on multi-asset strategies, wealth management, environmental, social and governance (“ESG”), and alternative investments.

Investment Services
2023 Annual Report1
Table of Contents

Part I
Purpose, Values and Corporate Responsibility
At AB, we pursue insight that unlocks opportunity. This is our firm's purpose. Together with our firm's mission and values, which we have described below, our purpose forms the foundation of corporate responsibility at AB.
AB's mission is to help our clients define and achieve their investment goals, explicitly stating what we do to unlock opportunity for our clients. As an active manager, our differentiated insights drive our ability to deliver alpha and design innovative investment solutions. Our clients and their needs come first, always.
Our broadvalues provide a framework for the behaviors and actions that create our strong culture and enable us to meet our clients' needs. Each value inspires us to be better:
•We invest in one another, meaning that we have a strong organizational culture in which diversity is celebrated and mentorship is critical to our success.
•We strive for distinctive knowledge, meaning that we collaboratively identify creative solutions to clients' investment challenges through our expertise in a wide range of investment services includes:disciplines.
•We speak with courage and conviction, which informs how we engage with our AB colleagues, clients and others.
•We act with integrity — always, which is the bedrock of our relationships and drives us to avoid activities that could create potential conflicts of interest or distract us from our singular focus to provide asset management and research to our clients.
As noted above, we challenge ourselves to become a better version of AB. We are committed to being a responsible firm and striving to model the behavior that we expect from the companies in which we invest. This means, in part, giving back to the communities in which we work, and reducing our environmental footprint. Additionally, by promoting diversity, equity and inclusion, we are afforded different perspectives and ways of thinking, which can lead to better outcomes for our clients (See Diversity, Equity and Inclusion below in this Item 1).
Also, striving to be a good corporate citizen gives us a richer perspective for evaluating other companies. Our investors — research analysts and portfolio managers — understand the companies and industries they cover in-depth. And, we continue to invest in technology and innovation to further enable our investment teams to formalize their evaluations and share insights from our engagements with other companies.
We provide additional information in this regard in the AB Responsibility Report, which can be found under “Responsibility - Overview” on www.alliancebernstein.com. And, we have described our firm's governance structure, including our Board and its committees, in Item 10 of this Form 10-K.
2
•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 and private equity (e.g., direct real estate investing and direct lending); and
•Multi-asset solutions and services, including dynamic asset allocation, customized target-date funds and target-risk funds.AllianceBernstein

Table of Contents
Part I
Investment Philosophy
We believe that by using differentiated research insights and a disciplined process to build high active share portfolios, we can achieve strong investment results for our clients over time. We are fully invested in delivering better outcomes for our clients. Key to this philosophy is developing and integrating research on material ESG issues, as well as our approach to engagement, when in the best interest of our clients. Our global research network, intellectual curiosity and collaborative culture allow us to advance clients' investment objectives, whether our clients are seeking idiosyncratic alpha, total return, downside mitigation, or sustainability and impact-focused outcomes.
Our investment services span variousinclude expertise in:
•Actively managed equity strategies across global and regional universes, as well as capitalization ranges, concentration ranges and investment disciplines,strategies, including market capitalization (e.g.value, growth and core equities;
•Actively managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies;
•Actively managed alternative investments, including fundamental and systematically-driven hedge funds, fund of hedge funds and direct assets (e.g., large-, mid-direct lending, real estate debt and small-cap equities), term (e.g., long-, intermediate-private equity);
•Portfolios with Purpose, including Sustainable, Impact and short-duration debt securities),Responsible+ (Climate-Conscious and geographic location (e.g., U.S., international, global, emerging markets, regionalESG leaders) equity, fixed income and local), in major markets around the world.multi-asset strategies that address our clients' desire to invest their capital with a dedicated ESG focus, while pursuing strong investment returns;

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


•Passively managed equity and fixed income strategies, including index, ESG index and enhanced index strategies.
Our AUM by client domicile and investment service as of December 31, 2017, 20162023, 2022 and 2015 were2021 are as follows:

AUM by Client Domicile
($ in billions)
AUM by Investment Service
($ in billions)
barchart_investmentPhilosophy_AUMbyClient.jpg
barchart_investmentPhilosophy_AUMbyInvestment.jpg
By Client Domicile ($ in billions):
2023 Annual Report3
Table of Contents
Part I

By Investment Service ($ in billions):

Distribution Channels

Institutions

We offer to our institutional clients, which include private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and various of our affiliates, separately-managedEQH and its subsidiaries, separately managed accounts, sub-advisorysub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles (“Institutional Services”).

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

AXAEQH and its subsidiaries together constitute our largest institutional client. AXA'sEQH and its subsidiaries combined AUM accounted for approximately 34%25%, 35%24% and 33%25% of our institutional AUM as of December 31, 2017, 20162023, 2022 and 2015,2021, respectively, and approximately 25%22%, 28%19% and 26%18% of our institutional revenues for 2017, 20162023, 2022 and 2015,2021, respectively. No single institutional client other than AXAEQH and its respective subsidiaries accounted for more than approximately 1% of our net revenues for the year ended December 31, 2017.2023.



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


barchart_institutions_EQH_Institutional AUM.jpg
barchart_institutions_EQH_Institutional Revenues.jpg

4AllianceBernstein
Table of Contents
Part I
As of December 31, 2017, 20162023, 2022 and 2015,2021, Institutional Services represented approximately 48%44%, 50%46% and 51%43%, respectively, of our AUM, and the fees we earned from providing these services represented approximately 14%16%, 16% and 13%, respectively, of our net revenues for each of those years. Our AUM and revenues are as follows:

Institutional Services Assets Under Management
(by Investment Service)
Institutional Services Assets Under Management
Years Ended December 31% Change
2023202220212023-222022-21
(in millions)
Equity:
Equity Actively Managed$59,423 $55,731 $73,726 6.6 %(24.4 %)
Equity Passively Managed(1)
23,630 21,062 28,995 12.2 (27.4)
Total Equity83,053 76,793 102,721 8.2 (25.2)
U.S.40,930 35,428 47,409 15.5 (25.3)
Global & Non-U.S.42,123 41,365 55,312 1.8 (25.2)
Total Equity83,053 76,793 102,721 8.2 (25.2)
Fixed Income:
Fixed Income Taxable126,350 121,871 155,940 3.7 (21.8)
Fixed Income Tax-Exempt1,317 849 1,108 55.1 (23.4)
Fixed Income Passively Managed(1)
306 192 224 59.4 (14.3)
Total Fixed Income127,973 122,912 157,272 4.1 (21.8)
U.S.95,808 88,800 110,312 7.9 (19.5)
Global & Non-U.S.32,165 34,112 46,960 (5.7)(27.4)
Total Fixed Income127,973 122,912 157,272 4.1 (21.8)
Alternatives/Multi-Asset Solutions(2):
U.S.13,810 12,873 7,697 7.3 67.2 
Global & Non-U.S.92,288 84,703 69,390 9.0 22.1 
Total Alternatives/Multi-Asset Solutions106,098 97,576 77,087 8.7 26.6 
Total:
U.S.150,548 137,101 165,418 9.8 (17.1)
Global & Non-U.S.166,576 160,180 171,662 4.0 (6.7)
Total$317,124 $297,281 $337,080 6.7 (11.8)
Affiliated - EQH78,942 70,924 84,096 11.3 (15.7)
Non-affiliated238,182 226,357 252,984 5.2 (10.5)
Total$317,124 $297,281 $337,080 6.7 (11.8)
(by Investment Service)(1)Includes index and enhanced index services.

(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.
 December 31, % Change
 2017 2016 2015 2017-16 2016-15
 (in millions)    
Equity Actively Managed:         
U.S.$10,521
 $8,792
 $9,156
 19.7 % (4.0)%
Global & Non-US22,577
 18,215
 16,705
 23.9
 9.0
Total33,098
 27,007
 25,861
 22.6
 4.4
Equity Passively Managed(1):
         
U.S.18,515
 16,135
 15,573
 14.8
 3.6
Global & Non-US3,521
 3,467
 4,250
 1.6
 (18.4)
Total22,036
 19,602
 19,823
 12.4
 (1.1)
Total Equity55,134
 46,609
 45,684
 18.3
 2.0
Fixed Income Taxable:         
U.S.103,073
 97,610
 88,997
 5.6
 9.7
Global & Non-US60,233
 52,598
 54,897
 14.5
 (4.2)
Total163,306
 150,208
 143,894
 8.7
 4.4
Fixed Income Tax-Exempt:         
U.S.1,051
 1,819
 1,920
 (42.2) (5.3)
Global & Non-US—
 —
 —
 —
 —
Total1,051
 1,819
 1,920
 (42.2) (5.3)
Fixed Income Passively Managed(1):
         
U.S.66
 1,305
 64
 (94.9) 1,939.1
Global & Non-US20
 15
 18
 33.3
 (16.7)
Total86
 1,320
 82
 (93.5) 1,509.8
Total Fixed Income164,443
 153,347
 145,896
 7.2
 5.1
Other(2):
         
U.S.5,258
 3,831
 2,939
 37.2
 30.4
Global & Non-US44,442
 35,477
 41,683
 25.3
 (14.9)
Total49,700
 39,308
 44,622
 26.4
 (11.9)
Total:         
U.S.138,484
 129,492
 118,649
 6.9
 9.1
Global & Non-US130,793
 109,772
 117,553
 19.1
 (6.6)
Total$269,277
 $239,264
 $236,202
 12.5
 1.3
Affiliated$91,903
 $82,721
 $78,048
 11.1
 6.0
Non-affiliated177,374
 156,543
 158,154
 13.3
 (1.0)
Total$269,277
 $239,264
 $236,202
 12.5
 1.3

2023 Annual Report5
Table of Contents
Part I
Revenues from Institutional Services
(by Investment Service)
(1)Includes index and enhanced index services.
(2)Includes certain multi-asset solutions and services and certain alternative investments.

Revenues from Institutional Services
Years Ended December 31% Change
2023202220212023-222022-21
(in thousands)
Equity:
Equity Actively Managed$197,822 $220,917 $240,049 (10.5 %)(8.0 %)
Equity Passively Managed(1)
4,115 4,910 6,119 (16.2)(19.8)
Total Equity201,937 225,827 246,168 (10.6)(8.3)
U.S.75,861 80,908 97,522 (6.2)(17.0)
Global & Non-U.S.126,076 144,919 148,646 (13.0)(2.5)
Total Equity201,937 225,827 246,168 (10.6)(8.3)
Fixed Income:
Fixed Income Taxable180,625 189,679 199,866 (4.8)(5.1)
Fixed Income Tax-Exempt1,300 1,182 1,356 10.0 (12.8)
Fixed Income Passively Managed(1)
580 425 105 36.5 n/m
Fixed Income Servicing(2)
20,149 15,991 14,738 26.0 8.5 
Total Fixed Income202,654 207,277 216,065 (2.2)(4.1)
U.S.135,560 128,392 124,004 5.6 3.5 
Global & Non-U.S.67,094 78,885 92,061 (14.9)(14.3)
Total Fixed Income202,654 207,277 216,065 (2.2)(4.1)
Alternatives/Multi-Asset Solutions(3):
U.S.94,488 114,982 64,646 (17.8)77.9 
Global & Non-U.S.166,964 111,202 59,179 50.1 87.9 
Total Alternatives/Multi-Asset Solutions261,452 226,184 123,825 15.6 82.7 
Total Investment Advisory and Services Fees:
U.S.305,909 324,282 286,172 (5.7)13.3 
Global & Non-U.S.360,134 335,004 299,886 7.5 11.7 
Total666,043 659,286 586,058 1.0 12.5 
Distribution Revenues250 268 474 (6.7)(43.5)
Shareholder Servicing Fees377 429 485(12.1)(11.5)
Total$666,670 $659,983 $587,017 1.0 12.4 
Affiliated - EQH144,523 125,229 105,415 15.4 18.8 
Non-affiliated522,147 534,754 481,602 (2.4)11.0 
Total$666,670 $659,983 $587,017 1.0 12.4 
(by Investment Service)(1)Includes index and enhanced index services.

(2)Fixed Income Servicing includes advisory-related services fees that are not based on AUM, including derivative transaction fees, capital purchase program-related advisory services and other fixed income advisory services.
(3)Includes certain multi-asset solutions and services not included in equity or fixed income services.
 Years Ended December 31, % Change
 2017 2016 2015 2017-16 2016-15
 (in thousands)    
Equity Actively Managed:         
U.S.$53,352
 $49,369
 $54,150
 8.1 % (8.8)%
Global & Non-US88,676
 75,815
 88,096
 17.0
 (13.9)
Total142,028
 125,184
 142,246
 13.5
 (12.0)
Equity Passively Managed(1):
         
U.S.3,721
 2,964
 2,824
 25.5
 5.0
Global & Non-US1,882
 2,345
 4,295
 (19.7) (45.4)
Total5,603
 5,309
 7,119
 5.5
 (25.4)
Total Equity147,631
 130,493
 149,365
 13.1
 (12.6)
Fixed Income Taxable:         
U.S.107,262
 101,874
 94,272
 5.3
 8.1
Global & Non-US112,294
 111,602
 125,888
 0.6
 (11.3)
Total219,556
 213,476
 220,160
 2.8
 (3.0)
Fixed Income Tax-Exempt:         
U.S.1,989
 2,591
 2,361
 (23.2) 9.7
Global & Non-US—
 —
 —
 —
 —
Total1,989
 2,591
 2,361
 (23.2) 9.7
Fixed Income Passively Managed(1):
         
U.S.202
 322
 68
 (37.3) 373.5
Global & Non-US16
 1
 81
 1,500.0
 (98.8)
Total218
 323
 149
 (32.5) 116.8
Fixed Income Servicing(2):
         
U.S.13,597
 12,718
 13,510
 6.9
 (5.9)
Global & Non-US(14) 1,530
 1,715
 (100.9) (10.8)
Total13,583
 14,248
 15,225
 (4.7) (6.4)
Total Fixed Income235,346
 230,638
 237,895
 2.0
 (3.1)
Other(3):
         
U.S.62,287
 34,577
 23,130
 80.1
 49.5
Global & Non-US38,153
 25,162
 24,070
 51.6
 4.5
Total100,440
 59,739
 47,200
 68.1
 26.6
          
Total Investment Advisory and Services Fees:         
U.S.242,410
 204,415
 190,315
 18.6
 7.4
Global & Non-US241,007
 216,455
 244,145
 11.3
 (11.3)
Consolidated company-sponsored investment funds(8,717) 27
 —
 n/m
 n/m
 474,700
 420,897
 434,460
 12.8
 (3.1)
Distribution Revenues1,047
 684
 248
 53.1
 175.8
Shareholder Servicing Fees488
 479
 497
 1.9
 (3.6)
Total$476,235
 $422,060
 $435,205
 12.8
 (3.0)
Affiliated$120,925
 $116,392
 $113,187
 3.9
 2.8
Non-affiliated355,310
 305,668
 322,018
 16.2
 (5.1)
Total$476,235
 $422,060
 $435,205
 12.8
 (3.0)

(1)6Includes index and enhanced index services.AllianceBernstein

Table of Contents
(2)Fixed Income Servicing includes advisory-related services fees that are not based on AUM, including derivative transaction fees, capital purchase program-related advisory services and other fixed income advisory services.
(3)Includes certain multi-asset solutions and services and certain alternative services.

Part I
Retail

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

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

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

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

The mutual funds we sub-advise for AXAEQH and its subsidiaries together constitute our largest retail client. TheyEQH and its subsidiaries accounted for approximately 19%, 21% and 22%14% of our retail AUM as of December 31, 2017, 20162023, 2022 and 2015, respectively,2021 and approximately 4%1% of our retail net revenues in each of 2017, 2016for the years ended December 31, 2023, 2022 and 2015.2021.

Certain subsidiaries of AXA, including AXA Advisors, LLC (“AXA Advisors”), a subsidiary of AXA Financial, were responsible for approximately 1%, 2% and 4% of total sales of shares of open-end AB Funds in 2017, 2016 and 2015, respectively. HSBC was responsible for approximately 9% and 12% of our open-end AB Fund sales in 2017 and 2016, respectively. Neither our affiliates nor HSBC are under any obligation to sell a specific amount of AB Fund shares and each also sells shares of mutual funds that it sponsors and that are sponsored by unaffiliated organizations. No other entity accounted for 10% or more of our open-end AB Fund sales.

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

As of December 31, 2017,2023, retail U.S. Fund AUM were approximately $47$66 billion, or 25%23% of retail AUM, as compared to $41$54 billion, or 26%22%, as of December 31, 2016,2022, and $45$73 billion, or 29%23%, as of December 31, 2015. Non-U.S.2021. Retail non-U.S. Fund AUM, as of December 31, 2017,2023, totaled $76$107 billion, or 40%37% of retail AUM, as compared to $59$96 billion, or 37%39%, as of December 31, 2016,2022, and $52$130 billion, or 33%41%, as of December 31, 2015.2021.

2023 Annual Report7
Table of Contents
Part I
Our Retail Services represented approximately 35%39%, 33%38% and 33%41% of our AUM as of December 31, 2017, 20162023, 2022 and 2015,2021, respectively, and the fees we earned from providing these services represented approximately 43%46%, 42%49% and 45%50% of our net revenues for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively. Our AUM and revenues are as follows:


Retail Services Assets Under Management
(by Investment Service)

Years Ended December 31% Change
2023202220212023-222022-21
(in millions)
Equity:
Equity Actively Managed$137,702 $116,235 $154,200 18.5 %(24.6 %)
Equity Passively Managed(1)
34,582 30,445 40,821 13.6 (25.4)
Total Equity172,284 146,680 195,021 17.5 (24.8)
U.S.141,721 118,547 152,106 19.5 (22.1)
Global & Non-U.S.30,563 28,133 42,915 8.6 (34.4)
Total Equity172,284 146,680 195,021 17.5 (24.8)
Fixed Income:
Fixed Income Taxable64,051 53,995 75,813 18.6 (28.8)
Fixed Income Tax-Exempt33,014 26,714 29,009 23.6 (7.9)
Fixed Income Passively Managed(1)
11,066 9,206 12,762 20.2 (27.9)
Total Fixed Income108,131 89,915 117,584 20.3 (23.5)
U.S.52,683 41,151 46,361 28.0 (11.2)
Global & Non-U.S.55,448 48,764 71,223 13.7 (31.5)
Total Fixed Income108,131 89,915 117,584 20.3 (23.5)
Alternatives/Multi-Asset Solutions(2):
U.S.2,724 2,697 3,595 1.0 (25.0)
Global & Non-U.S.3,636 3,594 3,718 1.2 (3.3)
Total Alternatives/Multi-Asset Solutions6,360 6,291 7,313 1.1 (14.0)
Total:
U.S.197,128 162,395 202,062 21.4 (19.6)
Global & Non-U.S.89,647 80,491 117,856 11.4 (31.7)
Total$286,775 $242,886 $319,918 18.1 %(24.1 %)
Affiliated - EQH40,516 34,110 44,417 18.8 (23.2)
Non-affiliated246,259 208,776 275,501 18.0 (24.2)
Total$286,775 $242,886 $319,918 18.1 %(24.1 %)
(1)Includes index and enhanced index services.
(2)Includes certain multi-asset solutions and services not included in equity or fixed income services
 December 31, % Change
 2017 2016 2015 2017-16 2016-15
 (in millions)    
Equity Actively Managed:         
U.S.$37,720
 $31,717
 $31,481
 18.9 % 0.7 %
Global & Non-US20,274
 12,514
 14,810
 62.0
 (15.5)
Total57,994
 44,231
 46,291
 31.1
 (4.5)
Equity Passively Managed(1):
         
U.S.23,294
 20,997
 19,483
 10.9
 7.8
Global & Non-US8,758
 7,025
 6,664
 24.7
 5.4
Total32,052
 28,022
 26,147
 14.4
 7.2
Total Equity90,046
 72,253
 72,438
 24.6
 (0.3)
          
Fixed Income Taxable:         
U.S.7,699
 6,175
 5,905
 24.7
 4.6
Global & Non-US65,963
 54,328
 47,891
 21.4
 13.4
Total73,662
 60,503
 53,796
 21.7
 12.5
Fixed Income Tax-Exempt:         
U.S.15,654
 13,579
 11,601
 15.3
 17.1
Global & Non-US53
 10
 12
 430.0
 (16.7)
Total15,707
 13,589
 11,613
 15.6
 17.0
Fixed Income Passively Managed(1):
         
U.S.5,173
 5,216
 5,010
 (0.8) 4.1
Global & Non-US4,250
 4,041
 4,492
 5.2
 (10.0)
Total9,423
 9,257
 9,502
 1.8
 (2.6)
Total Fixed Income98,792
 83,349
 74,911
 18.5
 11.3
Other(2):
         
U.S.2,799
 3,229
 5,116
 (13.3) (36.9)
Global & Non-US1,311
 1,339
 1,903
 (2.1) (29.6)
Total4,110
 4,568
 7,019
 (10.0) (34.9)
Total:         
U.S.92,339
 80,913
 78,596
 14.1
 2.9
Global & Non-US100,609
 79,257
 75,772
 26.9
 4.6
Total$192,948
 $160,170
 $154,368
 20.5
 3.8
Affiliated$36,965
 $33,774
 $33,364
 9.4
 1.2
Non-affiliated155,983
 126,396
 121,004
 23.4
 4.5
Total$192,948
 $160,170
 $154,368
 20.5
 3.8

8AllianceBernstein
Table of Contents
Part I
(1)Includes index and enhanced index services.
(2)Includes certain multi-asset solutions and services and certain alternative investments.

Revenues from Retail Services
(by Investment Service)

Years Ended December 31% Change
2023202220212023-222022-21
(in thousands)
Equity:
Equity Actively Managed$732,186 $746,889 $766,578 (2.0 %)(2.6 %)
Equity Passively Managed(1)
11,283 12,870 14,773 (12.3)(12.9)
Total Equity743,469 759,759 781,351 (2.1)(2.8)
U.S.556,751 558,319 556,398 (0.3)0.3 
Global & Non-U.S.186,718 201,440 224,953 (7.3)(10.5)
Total Equity743,469 759,759 781,351 (2.1)(2.8)
Fixed Income:
Fixed Income Taxable373,659 390,708 517,327 (4.4)(24.5)
Fixed Income Tax-Exempt88,128 89,450 84,945 (1.5)5.3 
Fixed Income Passively Managed(1)
12,247 13,682 12,994 (10.5)5.3 
Total Fixed Income474,034 493,840 615,266 (4.0)(19.7)
U.S.118,288 119,053 115,248 (0.6)3.3 
Global & Non-U.S.355,746 374,787 500,018 (5.1)(25.0)
Total Fixed Income474,034 493,840 615,266 (4.0)(19.7)
Alternatives/Multi-Asset Solutions(2):
U.S.44,273 55,356 81,872 (20.0)(32.4)
Global & Non-U.S.13,499 13,484 13,117 0.1 2.8 
Total Alternatives/Multi-Asset Solutions57,772 68,840 94,989 (16.1)(27.5)
Total Investment Advisory and Services Fees:
U.S.719,312 732,728 753,518 (1.8)(2.8)
Global & Non-U.S.555,963 589,711 738,086 (5.7)(20.1)
Consolidated company-sponsored investment funds836 770 1,243 8.6 (38.1)
Total1,276,111 1,323,209 1,492,847 (3.6)(11.4)
Distribution Revenues569,485 594,431 644,125 (4.2)(7.7)
Shareholder Servicing Fees80,424 83,268 86,857 (3.4)(4.1)
Total$1,926,020 $2,000,908 $2,223,829 (3.7 %)(10.0 %)
Affiliated - EQH21,842 23,836 28,334 (8.4)(15.9)
Non-affiliated1,904,178 1,977,072 2,195,495 (3.7)(9.9)
Total$1,926,020 $2,000,908 $2,223,829 (3.7 %)(10.0 %)
(1)Includes index and enhanced index services.
(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.
 Years Ended December 31, % Change
 2017 2016 2015 2017-16 2016-15
 (in thousands)    
Equity Actively Managed:         
U.S.$204,363
 $186,442
 $182,802
 9.6 % 2.0 %
Global & Non-US114,277
 92,953
 107,787
 22.9
 (13.8)
Total318,640
 279,395
 290,589
 14.0
 (3.9)
Equity Passively Managed(1):
         
U.S.8,508
 7,670
 8,187
 10.9
 (6.3)
Global & Non-US6,636
 5,267
 5,268
 26.0
 —
Total15,144
 12,937
 13,455
 17.1
 (3.8)
Total Equity333,784
 292,332
 304,044
 14.2
 (3.9)
Fixed Income Taxable:         
U.S.23,142
 16,993
 15,842
 36.2
 7.3
Global & Non-US454,613
 373,997
 397,731
 21.6
 (6.0)
Total477,755
 390,990
 413,573
 22.2
 (5.5)
Fixed Income Tax-Exempt:         
U.S.54,106
 52,847
 44,917
 2.4
 17.7
Global & Non-US121
 63
 73
 92.1
 (13.7)
Total54,227
 52,910
 44,990
 2.5
 17.6
Fixed Income Passively Managed(1):
         
U.S.6,055
 6,105
 5,663
 (0.8) 7.8
Global & Non-US7,567
 7,815
 8,198
 (3.2) (4.7)
Total13,622
 13,920
 13,861
 (2.1) 0.4
Total Fixed Income545,604
 457,820
 472,424
 19.2
 (3.1)
Other(2):
         
U.S.59,751
 52,025
 71,129
 14.9
 (26.9)
Global & Non-US6,583
 6,672
 8,456
 (1.3) (21.1)
Total66,334
 58,697
 79,585
 13.0
 (26.2)
Total Investment Advisory and Services Fees:         
U.S.355,925
 322,082
 328,540
 10.5
 (2.0)
Global & Non-US589,797
 486,767
 527,513
 21.2
 (7.7)
Consolidated company-sponsored investment funds1,005
 105
 —
 857.1
 n/m
 946,727
 808,954
 856,053
 17.0
 (5.5)
Distribution Revenues405,939
 379,881
 423,410
 6.9
 (10.3)
Shareholder Servicing Fees71,225
 73,072
 83,078
 (2.5) (12.0)
Total$1,423,891
 $1,261,907
 $1,362,541
 12.8
 (7.4)
Affiliated$50,162
 $46,045
 $47,650
 8.9
 (3.4)
Non-affiliated1,373,729
 1,215,862
 1,314,891
 13.0
 (7.5)
Total$1,423,891
 $1,261,907
 $1,362,541
 12.8
 (7.4)

(1)Includes index and enhanced index services.
2023 Annual Report9
(2)Includes certain multi-asset solutions and services and certain alternative investments.

Private Wealth Management

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

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

Our Private Wealth Services represented approximately 17%, 17% and 16% of our AUM as of December 31, 2017, 2016 and 2015, and the fees we earned from providing these services represented approximately 24%, 23% and 23% of our net revenues for 2017, 2016 and 2015,
Table of Contents
Part I
Private Wealth Management
We partner with our clients, embracing innovation and research to address increasingly complex challenges. Our clients include high-net-worth individuals and families who have created generational wealth as successful business owners, athletes, entertainers, corporate executives and private practice owners. We also provide investment and wealth advice to foundations and endowments, family offices and other entities. Our flexible and extensive investment platform offers a range of solutions, including separately-managed accounts, hedge funds, mutual funds and other investment vehicles, tailored to meet each distinct client's needs. Our investment platform is complimented with a wealth platform that includes complex tax and estate planning, pre-IPO and pre-transaction planning, multi-generational family engagement, and philanthropic advice in addition to tailored approaches to meeting the unique needs of emerging wealth and multi-cultural demographics ("Private Wealth Services").
We manage accounts pursuant to written investment advisory agreements, which generally are terminable at any time or upon relatively short notice by any authorized party, and may not be assigned without the client's consent. For information about our investment advisory and services fees, including performance-based fees, see “Risk Factors” in Item 1A and “Net Revenues – Investment Advisory and Services Fees” in Item 7.
Our Private Wealth Services represented approximately 17%, 16% and 16% of our AUM as of December 31, 2023, 2022 and 2021, respectively. The fees we earned from providing these services represented approximately 25% of our net revenues for 2023, 2022 and 2021. Our AUM and revenues are as follows:


Private Wealth Services Assets Under Management
(by Investment Service)

Years Ended December 31% Change
2023202220212023-222022-21
(in millions)
Equity:
Equity Actively Managed$50,351 $45,977 $59,709 9.5 %(23.0 %)
Equity Passively Managed(1)
3,851 2,304 1,764 67.1 %30.6 %
Total Equity54,202 48,281 61,473 12.3 (21.5)
U.S.33,639 28,014 35,014 20.1 (20.0)
Global & Non-U.S.20,563 20,267 26,459 1.5 (23.4)
Total Equity54,202 48,281 61,473 12.3 (21.5)
Fixed Income:
Fixed Income Taxable18,201 14,391 14,567 26.5 (1.2)
Fixed Income Tax-Exempt26,760 24,953 26,929 7.2 (7.3)
Fixed Income Passively Managed(1)
2 2 231 — (99.1)
Total Fixed Income44,963 39,346 41,727 14.3 (5.7)
U.S.40,166 34,764 36,166 15.5 (3.9)
Global & Non-U.S.4,797 4,582 5,561 4.7 (17.6)
Total Fixed Income44,963 39,346 41,727 14.3 (5.7)
Alternatives/Multi-Asset Solutions(2):
U.S.6,923 6,607 6,926 4.8 (4.6)
Global & Non-U.S.15,167 12,021 11,446 26.2 5.0 
Total Alternatives/Multi-Asset Solutions22,090 18,628 18,372 18.6 1.4 
Total:
U.S.80,728 69,385 78,106 16.3 (11.2)
Global & Non-U.S.40,527 36,870 43,466 9.9 (15.2)
Total$121,255 $106,255 $121,572 14.1 %(12.6 %)
(1)Includes index and enhanced index services.
(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.
 December 31, % Change
 2017 2016 2015 2017-16 2016-15
 (in millions)    
Equity Actively Managed:         
U.S.$26,492
 $23,857
 $22,873
 11.0 % 4.3 %
Global & Non-US21,880
 16,851
 15,595
 29.8
 8.1
Total48,372
 40,708
 38,468
 18.8
 5.8
          
Equity Passively Managed(1):
         
U.S.130
 193
 177
 (32.6) 9.0
Global & Non-US51
 208
 210
 (75.5) (1.0)
Total181
 401
 387
 (54.9) 3.6
          
Total Equity48,553
 41,109
 38,855
 18.1
 5.8
          
Fixed Income Taxable:         
U.S.6,772
 6,674
 6,742
 1.5
 (1.0)
Global & Non-US4,141
 3,528
 3,053
 17.4
 15.6
Total10,913
 10,202
 9,795
 7.0
 4.2
          
Fixed Income Tax-Exempt:         
U.S.23,636
 21,501
 19,973
 9.9
 7.7
Global & Non-US18
 3
 3
 500.0
 —
Total23,654
 21,504
 19,976
 10.0
 7.6
          
Fixed Income Passively Managed(1):
         
U.S.—
 18
 4
 (100.0) 350.0
Global & Non-US401
 468
 372
 (14.3) 25.8
Total401
 486
 376
 (17.5) 29.3
          
Total Fixed Income34,968
 32,192
 30,147
 8.6
 6.8
          
Other(2):
         
U.S.3,606
 2,650
 2,439
 36.1
 8.7
Global & Non-US5,139
 4,816
 5,429
 6.7
 (11.3)
Total8,745
 7,466
 7,868
 17.1
 (5.1)
          
Total:         
U.S.60,636
 54,893
 52,208
 10.5
 5.1
Global & Non-US31,630
 25,874
 24,662
 22.2
 4.9
Total$92,266
 $80,767
 $76,870
 14.2
 5.1

(1)Includes index and enhanced index services.
10AllianceBernstein
Table of Contents
Part I
(2)Includes certain multi-asset solutions and services and certain alternative investments.

Revenues Fromfrom Private Wealth Services
(by Investment Service)

Years Ended December 31% Change
2023202220212023-222022-21
(in thousands)
Equity:
Equity Actively Managed$502,673 $521,155 $584,455 (3.5 %)(10.8 %)
Equity Passively Managed(1)
14,711 8,700 4,780 69.1 82.0 
Total Equity517,384 529,855 589,235 (2.4)(10.1)
U.S.304,456 295,235 325,154 3.1 (9.2)
Global & Non-U.S.212,928 234,620 264,081 (9.2)(11.2)
Total Equity517,384 529,855 589,235 (2.4)(10.1)
Fixed Income:
Fixed Income Taxable70,887 66,851 72,404 6.0 (7.7)
Fixed Income Tax-Exempt124,438 125,123 130,391 (0.5)(4.0)
Fixed Income Passively Managed(1)
13 1,804 2,634 (99.3)(31.5)
Total Fixed Income195,338 193,778 205,429 0.8 (5.7)
U.S.164,601 159,411 167,402 3.3 (4.8)
Global & Non-U.S.30,737 34,367 38,027 (10.6)(9.6)
Total Fixed Income195,338 193,778 205,429 0.8 (5.7)
Alternatives/Multi-Asset Solutions(2):
U.S.223,518 195,666 249,432 14.2 (21.6)
Global & Non-U.S.97,074 69,245 71,524 40.2 (3.2)
Total Alternatives/Multi-Asset Solutions320,592 264,911 320,956 21.0 (17.5)
Total Investment Advisory and Services Fees:
U.S.692,575 650,311 741,987 6.5 (12.4)
Global & Non-U.S.340,739 338,232 373,632 0.7 (9.5)
Total1,033,314 988,543 1,115,619 4.5 %(11.4 %)
Distribution Revenues16,528 12,496 7,641 32.3 63.5 
Shareholder Servicing Fees3,001 2,964 2,882 1.2 2.8 
Total$1,052,843 $1,004,003 $1,126,142 4.9 %(10.8 %)
(1)Includes index and enhanced index services.
(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.
 Years Ended December 31, % Change
 2017 2016 2015 2017-16 2016-15
 (in thousands)    
Equity Actively Managed:         
U.S.$272,577
 $255,902
 $260,706
 6.5 % (1.8)%
Global & Non-US212,021
 176,169
 171,101
 20.4
 3.0
Total484,598
 432,071
 431,807
 12.2
 0.1
Equity Passively Managed(1):
         
U.S.206
 423
 1,229
 (51.3) (65.6)
Global & Non-US510
 1,053
 834
 (51.6) 26.3
Total716
 1,476
 2,063
 (51.5) (28.5)
Total Equity485,314
 433,547
 433,870
 11.9
 (0.1)
Fixed Income Taxable:         
U.S.34,173
 35,756
 36,689
 (4.4) (2.5)
Global & Non-US26,425
 23,384
 20,488
 13.0
 14.1
Total60,598
 59,140
 57,177
 2.5
 3.4
Fixed Income Tax-Exempt:         
U.S.114,974
 111,304
 106,162
 3.3
 4.8
Global & Non-US88
 31
 34
 183.9
 (8.8)
Total115,062
 111,335
 106,196
 3.3
 4.8
Fixed Income Passively Managed(1):
         
U.S.58
 38
 11
 52.6
 245.5
Global & Non-US4,059
 3,336
 4,299
 21.7
 (22.4)
Total4,117
 3,374
 4,310
 22.0
 (21.7)
Total Fixed Income179,777
 173,849
 167,683
 3.4
 3.7
Other(2):
         
U.S.67,019
 41,595
 22,177
 61.1
 87.6
Global & Non-US49,365
 54,629
 59,594
 (9.6) (8.3)
Total116,384
 96,224
 81,771
 21.0
 17.7
Total Investment Advisory and Services Fees:         
U.S.489,007
 445,018
 426,974
 9.9
 4.2
Global & Non-US292,468
 258,602
 256,350
 13.1
 0.9
Consolidated company-sponsored investment funds(2,501) —
 —
 n/m
 n/m
Total778,974
 703,620
 683,324
 10.7
 3.0
Distribution Revenues5,077
 3,840
 3,498
 32.2
 9.8
Shareholder Servicing Fees3,311
 4,139
 3,031
 (20.0) 36.6
Total$787,362
 $711,599
 $689,853
 10.6
 3.2

(1)Includes index and enhanced index services.
(2)Includes certain multi-asset solutions and services and certain alternative investments.

Bernstein Research Services

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

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

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

2023 Annual Report11
Table of Contents
Part I
Bernstein Research Services
We offer high-quality fundamental and quantitative research and trade execution services in equities and listed options to institutional investors, such as mutual fund and hedge fund managers, pension funds and other institutional investors ("Bernstein Research Services" or "BRS"). We serve our clients, which are based in major markets around the world, through our trading professionals, who are primarily based in New York, London and Hong Kong, and our research analysts, who provide fundamental company and industry research along with quantitative research into securities valuation and factors affecting stock-price movements.
Additionally, we occasionally provide equity capital markets services to issuers of publicly traded securities, such as initial public offerings and follow-on offerings, generally acting as co-manager in such offerings.
We earn revenues for providing investment research to, and executing brokerage transactions for, institutional clients. These clients compensate us principally by directing us to execute brokerage transactions on their behalf, for which we earn commissions, and to a lesser but increasing extent, by paying us directly for research through commission sharing agreements or cash payments. Bernstein Research Services accounted for approximately 9%, 10% and 10% of our net revenues for the years ended December 31, 2023, 2022 and 2021, respectively.
For information regarding trends in fee rates charged for brokerage transactions, see “Risk Factors” in Item 1A.
In the fourth quarter of 2022, AB and Société Générale (EURONEXT: GLE, “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 on the consolidated statement of financial condition. For further discussion, see Note 24 Acquisitions and Divestitures to AB's consolidated financial statements in Item 8.
Our Bernstein Research Services revenues are as follows:

Revenues Fromfrom Bernstein Research Services

Years Ended December 31% Change
2023202220212023-222022-21
(in thousands)  
Bernstein Research Services$386,142 $416,273 $452,017 (7.2 %)(7.9 %)
Custody
Our U.S. based broker-dealer subsidiary acts as custodian for the majority of our Private Wealth Management AUM and some of our Institutional AUM. Other custodian arrangements, directed by clients, include banks, trust companies, brokerage firms and other financial institutions.
People Management
As a leading global investment management and research firm, we bring together a wide range of insights, expertise and innovations to advance the interests of our clients around the world. The intellectual capital and distinctive knowledge of our employees are collectively the most important assets of our firm, so the long-term sustainability and success of our firm is heavily dependent on our people. In 2022, our human capital and administrative services teams became our "People" team, a key acknowledgement of the central role they play in supporting our employees and advancing their work experience. We are keenly focused on:
•fostering an inclusive culture by incorporating diversity, equity and inclusion in all levels of our business;
•encouraging innovation;
•developing, retaining and recruiting high quality talent; and
•aligning employees’ incentives and risk taking with those of the firm.
As a result, we have a strong firm culture that helps us maximize performance and drive excellence. Further, our firm’s role as a fiduciary is embedded in our culture. As a fiduciary, our firm’s primary objective is to act in our clients' best interests and help them reach their financial goals.
Also, our Board of Directors (the "Board") and committees of the Board, particularly our Compensation and Workplace Practices Committee, provide oversight into various matters affecting our people, including emerging people management risks and strategies to mitigate our exposure to those risks. These collaborative efforts contribute to the overall framework that guides how AB attracts, retains and develops a workforce that supports our values and strategic initiatives.
 Years Ended December 31, % Change
 2017 2016 2015 2017-16 2016-15
 (in thousands)  
  
Bernstein Research Services$449,919
 $479,875
 $493,463
 (6.2)% (2.8)%
12AllianceBernstein
Table of Contents
Part I
Talent Acquisition and Development
AB seeks to achieve excellence in business, including investment performance, client service, and being defined as an employer of choice. Across our global offices, we recruit and hire a workforce with diverse perspectives, backgrounds, and experiences. Our talent acquisition strategy helps us serve both our clients and our workforce, hand in hand, at an optimal level. We engage external organizations, including search firms and partnerships to assist in attracting and recruiting top talent at all levels. We also leverage technology tools to source and evaluate candidates against our needs and we continue to prioritize attracting diverse talent throughout our search activities. Outside of traditional recruiting, we believe investing in emerging talent is key to our future planning. Both our internship and associate programs serve as robust pipelines for future leadership. The talent acquisition process is our firm’s first impression to future employees, and we strive to provide all candidates with an excellent experience. We focus heavily on high candidate engagement, an efficient offer process and sound onboarding to support success. Investing in the continued development of our talent is ongoing through a blend of formal training, independent learning, mentoring, and progressing assignments of responsibility. Internal mobility is championed throughout the firm. We are highly committed to development and believe that top performers expect and deserve this ongoing investment.
Employee Engagement and Culture
We believe a workforce is most engaged when employees feel connected to our culture. We seek to create a workplace where our people recognize the high importance of the work they do and enjoy the environment where the work gets done. By creating a culture of excellence and accountability, we see employees thrive and contribute at their highest levels. It is important that our employees are not only connected to our business but also to the communities in which we operate. We offer many opportunities to volunteer, including our firm-wide philanthropic initiative, AB Gives Back. Coming out of the global pandemic, we continue to prioritize the well-being of our staff through our global wellness programming, employee wellness groups, and our hybrid work schedule. We believe that the flexibility to work remotely up to two days per week allows our employees to maintain the important benefits of in-person collaboration while providing greater work-life balance. Measuring engagement is key to understanding the views of the organization. We utilize AB Voice, a periodic engagement survey designed to measure employee sentiment, to identify and address gaps that could impact productivity and retention.
Diversity, Equity and Inclusion
The past year has been a robust year for Diversity, Equity and Inclusion ("DEI") as we continued to focus on delivering equitable positive outcomes across the various segments of our business: colleagues, clients and communities. These elements included increasing education and support to address emerging topics, retaining and developing key diverse talent segments, improving data capture and reporting capabilities and scaling infrastructure for a more global, distributed DEI and philanthropy model. As DEI was again catapulted into the spotlight for a myriad of reasons, these elements have allowed for a more intentional, consistent approach and have acted to accelerate the overall success of the strategy. Furthermore, our Board and Board committees evaluate the overall effectiveness of our social responsibility policies, goals and programs and recommend changes to management as necessary.
Over the past few years, we have seen an increase in social issues being brought to the forefront of national and global conversations including in the workplace. In an effort to appropriately respond to such issues, we formed the Social Response Committee (the "SRC"). The SRC has developed an approach to value-driven action that is rooted in broad evaluation of the various issues integrated with AB’s purpose and values to maintain consistency in decision making. The SRC’s remit is to surface, review and direct AB’s public or internal response to social issues that impact our business and our people.
Data is at the heart of a strong and agile DEI strategy and serves as an incredibly effective tool to best uncover gaps and determine key focus areas. This year, we continued to closely monitor internal quantitative and qualitative metrics such as our AB Voice employee engagement survey to measure progress and determine which populations may require additional focus and development. We also leveraged external data sources such as the Investment Company Institute Asset Management D&I benchmarking survey, Disability Equality Index and Coqual’s Asian/Asian American and Pacific Islander focused research to maintain awareness of how we are performing relative to peers and competitors and ensure alignment with common practices.
As global demographics change and employee needs and expectations evolve, providing platforms for education and productive discourse becomes even more critical. In 2023, we introduced several intentional engagement and retention initiatives including disability inclusion, expanded programs and focus groups. Our Employee Resource Groups which hosted over 50 events, remain essential to AB’s commitment to inclusivity as they not only encourage a positive work culture, but also contribute to business development and the professional development of employees worldwide.

2023 Annual Report13
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Part I
Compensation and Benefits
We recognize the role that a competitive total rewards offering plays in attracting and retaining top talent. Our pay practices include base salaries, annual cash bonuses, and, for employees with total compensation over $300,000 annually, a long-term incentive compensation award. These awards are generally denominated in restricted AB Holding Units. We utilize this structure with intentionality to foster a stronger sense of ownership by employees, aligning their interests directly with the interests of our Unitholders and indirectly with the interests of our clients. We are a meritocracy and pay for performance under the auspices of providing compensation that is competitive and consistent with employee positions, skill levels, performance, experience, knowledge, and geographic location. Annually, we engage a compensation consulting firm to independently evaluate the accuracy of our executive compensation and to provide benchmarking against our industry peers. We also use these insights to make pay decisions for the broader organization. Periodically, we engage outside counsel to conduct privileged pay equity reviews. Pay is evaluated on an annual basis, with the firm providing merit-based and cost of living annual base salary increases, as well as incentive compensation. This information is communicated to employees at year-end. On occasion, pay is adjusted off-cycle due to internal transfer and/or promotion. Based on unique geographies, the firm makes benefits available to all eligible employees, including health insurance, paid and unpaid leaves, a retirement plan, and life and disability/accident coverage. We also offer a variety of voluntary benefits, ranging from adoption and surrogacy assistance to tuition reimbursement, which allows employees to select the options that meet their individual needs.
Employees
As of December 31, 2023, our firm had 4,707 full-time employees, including 284 new hires onboarded during the first quarter of 2023, which were previously outsourced consultants in Pune, India. Net of these hires, headcount declined year-over-year, as compared with 4,436 employees as of December 31, 2022.
As of December 31, 2023, our employees reflected the following characteristics and locations:
Region:Female% FemaleMale% MaleGrand Total% of Total
Americas1,13325 %2,03745 %3,17070 %
Asia ex Japan2987 %3788 %67615 %
EMEA2245 %3508 %57413 %
Japan551 %421 %972 %
Grand Total(1)
1,71038 %2,80762 %4,517100 %
(1)The table above reflects only those employees who have self-reported as male or female and as such does not reconcile to our total of 4,707 full-time employees as of December 31, 2023.
Information about our Executive Officers
Please refer to "Item 10. Directors, Executive Officers and Corporate Governance" below for information relating to our firm's executive officers.
Custody

Our U.S.-based broker-dealer subsidiary acts as custodian for the majority of our Private Wealth Management AUM and some of our Institutions AUM. Other custodial arrangements are maintained by client-designated banks, trust companies, brokerage firms or custodians.

Employees

As of December 31, 2017, our firm had 3,466 full-time employees, representing a 0.8% increase compared to the end of 2016.  We consider our employee relations to be good.

Service Marks

We have registered a number of service marks with the U.S. Patent and Trademark Office and various foreign trademark offices, including the mark “AllianceBernstein”.“AllianceBernstein.” The logo set forth below and “Ahead is a service mark of Tomorrow” are service marks of AB:
    Image_0.jpg
In January 2015, we established a new brand identity by prominently incorporating “AB” into our brand architecture, while maintaining the legal names of our corporate entities. With this and other related refinements, our company, and our Institutional and Retail businesses, now are referred to as “AllianceBernstein (AB)” or simply “AB”.“AB.” Private Wealth Management and Bernstein Research Services now are referred to as “AB Bernstein”.Bernstein.” Also, we adopted the logo and “Ahead of Tomorrow” service marks mark described above.

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

Service marks are generally valid and may be renewed indefinitely, as long as they are in use and/or their registrations are properly maintained.
In connection an acquisition we completed in 2013, we acquired all
14AllianceBernstein
Table of the rights in, and title to, the W.P. Stewart & Co. service marks, including the logo “WPSTEWART”.Contents

Part I
Regulation

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

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

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

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

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

Iran Threat Reduction and Syria Human Rights Act

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

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

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

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

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

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

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

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

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

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

History and Structure

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

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

In October 1999, AB Holding reorganized by transferring its business and assets to AB, a newly-formed operating partnership, in exchange for all of the AB Units (“(the “Reorganization”). Since the date of the Reorganization, AB has conducted the business formerly conducted by AB Holding and AB Holding’s activities have consisted of owning AB Units and engaging in related activities. Unlike AB Holding Units, AB Units do not trade publicly and are subject to significant restrictions on transfer. The General Partner is the general partner of both AB and AB Holding.

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

businesses. For additional details about this business combination, see Note 2 to AB’s consolidated financial statements in Item 8.
2023 Annual Report15
Table of Contents

Part I
As of December 31, 2017,2023, the condensed ownership structure of AB is as follows (for a more complete description of our ownership structure, see “Principal Security Holders” in Item 12):

infographic_History and Structure.jpg

The General Partner owns 100,000 general partnership units in AB Holding and a 1%1.0% general partnership interest in AB. Including these general partnership interests, AXA,EQH, directly and through certain of its subsidiaries (see “Principal Security Holders” in Item 12), had an approximate 64.7%61.2% economic interest in AB as of December 31, 2017.

2023.
Competition
We compete in all aspects of our business with numerous investment management firms, mutual fund sponsors, brokerage and investment banking firms, insurance companies, banks savings and loan associations, and other financial institutions that often provide investment products that havewith similar features and objectives as those we offer. Our competitors offer a wide range of financial services to the same customers that we seek to serve. Some of our competitors are larger, have a broader range of product choices and investment capabilities, conduct business in more markets, and have substantially greater resources than we do. These factors may place us at a competitive disadvantage, and we can give no assurance that our strategies and efforts to maintain and enhance our current client relationships, and create new ones, will be successful.

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

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

16AllianceBernstein
Table of Contents
Part I
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.Securities and Exchange Commission ("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.








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

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. Our AUM remain sensitive to the volatility associated with global financial market conditions. For example, the heightened global inflationary pressures that resulted in sizable interest rate increases and associated market volatility in 2022 and 2023. We recognize that, due to continued uncertainty associated with the global response to heightened global inflationary pressures, markets may remain volatile and, accordingly, there remains risk of a significant reduction in our revenues and net income in future 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 may also affect the market value of our AUM. War, such as the ongoing conflict in Ukraine and the middle east, or civil disturbance, acts of terrorism (whether foreign or domestic), health crises (such as the COVID-19 pandemic), as well as other incidents that interrupt the expected course of events, such as natural disasters, 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. Also, significant market volatility and uncertainty, and reductions in the availability of margin financing, 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 were relatively stable in 2023 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.
2023 Annual Report
•
Market Factors. After the uncertainties of 2016, global equity markets increased substantially in 2017 while fixed income markets also rose, as the global economic recovery gained momentum and breadth. However, since the end of 2017, volatility has increased significantly as investors' concerns over rising interest rates and their effect on the pace of economic growth have become more prevalent. Other issues continue to concern global investors as well, including the effect of new U.S. tax legislation, rising inflation, the Brexit negotiations, implementation of MiFID II and slowing asset purchases by the European Central Bank in Europe, and the pace of growth in China. These factors, and the market volatility they cause, may adversely affect our AUM and revenues.



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

•
Our Investment Performance.  Our ability to achieve investment returns for clients that meet or exceed investment returns for comparable asset classes and competing investment services is a key consideration when clients decide to keep their assets with us or invest additional assets, and when a prospective client is deciding whether to invest with us. Poor investment performance, both in absolute terms and/or relative to peers and stated benchmarks, may result in clients withdrawing assets and prospective clients choosing to invest with competitors.
•
Investing Trends. Our fee rates can vary significantly among the various investment products and services we offer to our clients (see “Net Revenues” in Item 7 for additional information regarding our fee rates); our fee realization rate fluctuates as clients shift assets between accounts or products with different fee structures.
•
Service Changes. We may be required to reduce our fee levels, restructure the fees we charge and/or adjust the services we offer to our clients because of, among other things, regulatory initiatives (whether industry-wide or specifically targeted), changing technology in the asset management business (including algorithmic strategies and emerging financial technology), court decisions and competitive considerations. A reduction in fees would reduce our revenues.
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Table of Contents
Part I
•Our Investment Performance. Our ability to achieve investment returns for clients that meet or exceed investment returns for comparable asset classes and competing investment services is a key consideration when clients decide to keep their assets with us or invest additional assets, and when a prospective client is deciding whether to invest with us. Poor investment performance, both in absolute terms and/or relative to peers and stated benchmarks, may result in clients withdrawing assets and prospective clients choosing to invest with competitors.
•Investing Trends. Our fee rates can vary significantly among the various investment products and services we offer to our clients (see “Net Revenues” in Item 7 for additional information regarding our fee rates); our fee realization rate fluctuates as clients shift assets between accounts or products with different fee structures.
•Service Changes. We may be required to reduce our fee levels, restructure the fees we charge and/or adjust the services we offer to our clients because of, among other things, regulatory initiatives (whether industry-wide or specifically targeted), changing technology in the asset management business (including algorithmic strategies and emerging financial technology), court decisions and competitive considerations. A reduction in 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, or a decrease in the amount of AUM we manage, or an adverse mix shift in our AUM and/or a reduction in the level of fees we charge would adversely affect our investment advisory and services fees and revenues. A reduction in revenues, without a commensurate reduction in expenses, adversely affects our results of operations.

The industry-wide shift from actively-managedactively 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. AlthoughIn the investmentmost recent period this trend reversed, as active performance relative to benchmarks improved, with 57% of active managers outperforming their passive benchmarks for the 12 months ended June 30, 2023 (latest data available), compared to 43% for the prior 12-month period. 57% of active US stock funds outperformed, up from 48% the prior year, while 63% of active non-U.S. stock funds outperformed their benchmarks, up from just 33% the prior period. Performance of actively managed bond funds also improved in 2017, they continued2023, with 55% outperforming benchmarks, up from just 30% in the prior-year period.
Flows into actively managed funds substantially improved industry-wide in 2023, with U.S. industry-wide active mutual fund inflows of $549 billion in 2023, compared with outflows of $931 billion in 2022. The improvement was led by $927 billion in inflows to struggleMoney Market funds, as investors responded to attract new assets as the popularity of passive strategies persisted.higher interest rate environment. Active equity net outflows fromfixed income U.S. mutual funds also experienced improvement, with inflows of $201$16 billion in 20172023, compared with outflows of $465 billion in 2022. Active equity U.S. mutual fund outflows were about one-third lower than$246 billion in 2023, compared to outflows of $235 billion in 2022. Demand for passive strategies in the U.S. continued to grow, though at a reduced rate from the prior year, as industry-wide total in 2016, but passive equity inflows of $464 billion increased 49% during 2017. In addition, in U.S. active fixed income funds,mutual fund net inflows of $220$489 billion more than doubledin 2023 compared to 2016, but U.S. fixed income passive$540 billion in 2022. Organic growth through net inflows which totaled $215 billion, increased 40% in 2017. In total, U.S. retail passive net inflows of $692 billion in 2017 represented a new all-time high. The most recent data available for U.S. institutions (through September 30,

2017) indicates a similar trend. Total industry active equity and fixed income net outflows for the year-to-date through September 30, 2017 were $69 billion, which, while down substantially comparedcontinues to 2016, still resulted in the active share of total industry assets decreasing from 76% to 75%. Further, passive inflows of $107 billion through September 30, 2017 already had exceeded the full-year 2016 total of $85 billion and increased the passive share of total industry assets from 24% to 25%. In this environment, organic growth through positive net inflows isbe 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. GlobalInstitutional global market trading volumes have declined in recent years, and we expect thiscontinue to continue, fueledbe pressured by persistent active equity outflows and passive equity inflows. As a result, portfolio turnover has decreaseddeclined and investors hold fewer shares that are actively traded by managers.
Our reputation could suffer if we are unable to deliver consistent, competitive investment performance.

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

Maintaining adequate liquidity for our general business needs depends on certain factors, including operating cash flows 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 recently affirmed AB’s long-term and short-term credit ratings and indicated a stable outlook in 2018. Future changes in our credit ratings are possible and any downgrade to our ratings is likely to increase our borrowing costs and limit our access to the capital markets. If this occurs, we may be forced to incur unanticipated costs or revise our strategic plans, which could have a material adverse effect on our financial condition, results of operations and business prospects.
AXAEQH and its affiliates, including AXA Equitable Holdings,subsidiaries provide a significant amount of our AUM and fund a significant portion of our seed investments, and if they choose toour agreements with them terminate their investment advisory agreements or they withdraw capital support whether as a result of AXA Equitable Holdings's planned initial public offering ("IPO") or another factor, it could have a material adverse effect on our business, results of operations and/or financial condition.
AXAEQH (our parent company) and its affiliates, including AXA Equitable Holdings, collectively aresubsidiaries constitute our largest client. AXA Equitable HoldingsOur EQH affiliates represented 17%approximately 16% of our total AUM as of December 31, 20172023, and 3%we earned approximately 5% of our net revenues for the year ended December 31, 2017. AXA and its affiliates other than AXA Equitable Holdings represented 6% of our total AUM as of December 31, 2017 and 2% of our net revenues for the year ended December 31, 2017.from services we provided to them. Our related investment management agreements with these affiliates are terminable at any time or on short notice by either party, and none of these affiliates areEQH 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 AXA Equitable Holdings or AXA and its other affiliatesEQH were to terminate theirits investment management agreements with us.
Further, while we currently cannot predict the eventual impact, if any, on us
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Table of AXA Equitable Holdings’s planned IPO, such impact could include a reduction in the support AXA has provided to us in the past with respect to our investment management business, resulting in a decrease to our revenues and ability to initiate new investment services. Also, we rely on AXA for a number of significant services and we benefit from our affiliation with AXA in certain common vendor relationships. These arrangements may change with possible negative financial implications for us.Contents
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.Part I

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


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

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

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

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

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

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

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

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

We are eligible to earn performance-based fees on 7.1%9.3%, 4.1%8.3% and 0.7%0.4% of the assets we manage for institutional clients, private wealth clients and retail clients, respectively (in total, 4.4%5.6% 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 in 2017, 2016 and 2015 were $94.8$144.9 million, $32.8$145.2 million and $23.7$245.1 million in 2023, 2022 and 2021, respectively.


An impairment of goodwillThe revenues generated by Bernstein Research Services 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 priceaffected by circumstances beyond our control, including declines in brokerage transaction rates, declines in global market volumes, failure to settle our trades by significant counterparties.
Electronic, or “low-touch,” trading represents a significant percentage of an AB Holding Unit is just one factor in the calculation of fair value, if AB Holding Unit price levels declinebuy-side trading activity and typically produces transaction fees that are 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.lower than traditional full-service fee rates. As a result, subsequent impairment testsblended pricing throughout our industry is lower now than it was historically, and price declines may occur more frequentlycontinue. In addition, fee rates we charge 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 basedrequired to settle open trades of any non-performing counterparty. This exposes us to the mark-to-market adjustment on more negative assumptionsthe trades between trade date and future cash flow projections,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, the proposed volume-based exchange transaction pricing rule and may result in an impairmentproposed changes to Regulation NMS 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 goodwill. An impairment may result in a material charge toconducting our earnings. For additional information about our impairment testing, see Item 7.buy-side and broker-dealer operations and, possibly, adversely impact trade execution quality.

2023 Annual Report19
Table of Contents
Part I
We may engagebe 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 strategic transactions that could pose risks.

As 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 business strategy, we consider potential strategic transactions,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 acquisitions, dispositions, mergers, consolidations, joint venturesthe implementation of new and similar transactions, someappropriate operational controls and procedures, shifting client and market preferences, the introduction of which may be material. These transactions, if undertaken, may involve a number of riskscompeting products or services, and present financial, managerialcompliance with regulatory and operational challenges, including:
•adverse effects on our earnings if acquired intangible assets or goodwill become impaired;
•existence of unknown liabilities or contingencies that arise after closing;
•potential disputes with counterparties; and
•potential dilution to our existing unitholders, if we fund the purchase price of a transaction with AB Units or AB Holding Units

Acquisitions also pose the risk that any business we acquire may lose customers or employees or could underperform relative to expectations. Additionally, the loss of investment personnel poses the riskdisclosure requirements. We can make no assurance that we may losewill be able to develop new products and services that successfully address the AUM we expectedneeds 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 results of operations. Furthermore, strategic transactions may require us to increase our leverage or, if we issue AB Units or AB Holding Units to fund an acquisition, would dilute the holdings of our existing Unitholders.

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.

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

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

We may engage in strategic transactions that could pose risks.


The revenues generated by Bernstein Research ServicesAs 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 adversely affected by circumstances beyondmaterial. These transactions, if undertaken, may involve various risks and present financial, managerial and operational challenges, including:
•adverse effects on our control, including declines in brokerage transaction rates, declines in global market volumes, failureearnings 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 settleincrease our trades by significant counterparties andfirm's leverage or, if we fund the effects of MiFID II.

Electronic, or “low-touch”, trading represents a significant percentage of buy-side trading activity and typically produce transaction fees for execution-only services that are approximately one-third thepurchase price of traditional full service fee rates. As a result, blended pricing throughouttransaction with AB Units or AB Holding Units, likely dilution to our industry is lower now than it was historically, and price declinesexisting unitholders.
Acquisitions also pose the risk that any business we acquire may continue. In addition, fee rateslose customers or employees or could under-perform relative to expectations. Additionally, the loss of investment personnel poses the risk that we charge and charged by other brokers for traditional brokerage services have historically experienced price pressure, andmay lose the AUM we expect these trendsexpected 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 performmanage, which could expose us to substantial expenditures and adversely affect our revenues. For example, SCB LLC, as a memberresults of clearing and settlement exchanges, would be required to settle open tradesoperations.
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Table 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.Contents

Part I
We discuss the risks associated with the second installment of the Markets in Financial Instruments Directive II (“MiFID II”) below in this Item 1A.
The individuals, third-party vendors or issuers on whom we rely to perform services for us or our clients may be unable or unwilling to honor their contractual obligations to us.

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

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

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

In accordance with applicable regulatory requirements, contractual obligations or client direction, we employ procedures for the pricing and valuation of securities and other positions held in client accounts or for company investments. We have established a Valuation Committee composedand sub-committees, consisting of senior officers and employees, which overseesoversee a consistent framework of pricing controls and valuation processes.processes for the firm and each of its advisory affiliates. If market quotations for a security are not readily available, the Valuation Committee determines a fair value for the security.

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


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

Certain of our alternative investment services invest in funds managed by external managers (“External Managers”) rather than investing directly in securitiesThe quantitative 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 quantitativesystematic 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, generallyusually in combination with fundamental research. These models are developed by senior quantitative professionals and typically are implemented by IT professionals. Our Model Risk Oversight Committee oversees the model governance framework and associated model review activities, which are then executed by our Model Risk Team. However, due to the complexity and large data dependency of such models, it is possible that errors in the models could exist and our controls could fail to detect such errors. Failure to detect errors could result in client losses and reputational damage.

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

Increasingly, we must manage actual and potential conflicts of interest, including situations where our services to a particular client conflict, or are perceived to conflict, with the interests of another client. Failure to adequately address potential conflicts of interestrelevant market, which could adversely affect our reputation,ability to expand. Furthermore, if we are unable to maintain and/or continue to improve our investment performance, our client flows may be adversely affected, which may make it more difficult for us to compete effectively.
Also, increased competition could reduce the demand for our products and services, which could have a material adverse effect on our financial condition, results of operations and business prospects. For additional information regarding competitive factors, see “Competition” in Item 1.
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. 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 operating margin. 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 have envisioned.
We have proceduresestablished our corporate headquarters in and controls thathave relocated a large number of the positions jobs previously located in the New York metropolitan area to Nashville, Tennessee (for additional information, see “Relocation Strategy” in Item 7). Although the ongoing impact on AB from this process is not yet known, the uncertainty created by these circumstances could adversely affect AB’s ability to motivate and retain current employees and hire qualified employees in our Nashville headquarters.
Additionally, our estimates for both the transition costs and the corresponding expense savings relating to our headquarters relocation are designedbased on our current assumptions of employee relocation costs, severance, and overlapping compensation and occupancy costs. If our assumptions turn out to identifybe inaccurate, our expenses and mitigate conflictsoperating income could be adversely affected.
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Part I
Employee misconduct, which can be difficult to preventdetect 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 sharinguse or disclosure of information. However, appropriately managing conflictsconfidential information, which could result in legal action, regulatory sanctions, and reputational or financial harm. Further, fraud, payment or solicitation of interest is complex. Our reputationbribes and other deceptive practices or other misconduct by our employees could be damagedsimilarly subject us to regulatory scrutiny, legal liability 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.reputational damage.

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 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.
UnpredictableFurthermore, although we maintain a robust cyber security infrastructure and incident preparedness strategy, which we test 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, see "Cybersecurity" in Item 1C.
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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 diseasesdisease (such as the 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;
•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.
•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, San Antonio, Texas, London, England, Hong Kong, and India, 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.

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 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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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 2023. 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.
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 maintainpurchase 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 Equitable Holdings.EQH. If our affiliates choose not to include us as insured parties under any such policies, we may need to obtain stand-alone insurance coverage, which could have coverage terms that are less beneficial to us and/or cost more.
Legal and Regulatory-related Risks
Our business is subject to pervasive, complex and continuously evolving global regulation, compliance with which involves substantial expenditures of time and money, and violation of which may result in material adverse consequences.

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

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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. In 2023, the State of California passed two climate disclosure laws that will impose significant reporting obligations on companies doing business in California. Additionally, the SEC is poised in 2024 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.
Also, in 2015 the Financial Supervisory Commission in Taiwan (“(the “FSC”) implemented as of January 1, 2015, new limits on the degree to which local investors can own an offshore investment product. While certain exemptions have been available to us, should we not continue to qualify, the FSC’s rules could force some of our local resident investors to redeem their investments in our funds sold in Taiwan (and/or prevent further sales of those funds in Taiwan), some of which funds have local ownership levels substantially above the FSC limits. This could lead to significant declines in our investment advisory and services fees and revenues earned from these funds.

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

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

decisions to address the new environment created by MiFID II, both in the Eurozone and globally, may not be successful, which could result in a significant decline in our sell-side revenues.
Also, although MiFID II permits buy-side firms to purchase research through the use of client-funded research payment accounts, most buy-side firms that operate in the Eurozone, including our U.K. buy-side subsidiaries, are using their own funds to pay for research in the Eurozone in order to avoid a potentially significant competitive disadvantage. However, this practice will increase our research costs on the buy-side and significant operational changes are required to implement the rule. The ultimate impact of MiFID II on payments for research globally is not yet certain.

Lastly, it also is uncertain how regulatory trends will evolve under the current U.S. President's administration and abroad. For example, in June 2016, a narrow majority of voters in a U.K. referendum voted to exit the European Union (“Brexit”), but it remains unclear exactly how the U.K.’s status in relation to the European Union ("EU") will change when it ultimately leaves. Accordingly, our U.K.-based buy-side and sell-side subsidiaries are considering alternative arrangements in EU jurisdictions in order to ensure continued operations in the Eurozone. In addition, any other changes in the composition of the EU’s member states may add further complexity to our global risks and operations.

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

The financial services industry is intensely competitive.

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


Structure-related Risks

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

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

AB Units are illiquid and subject to significant transfer restrictions.

There is no public trading market for AB Units and we do not anticipate that a public trading market will develop. The AB Partnership Agreement restricts our ability to participate in a public trading market or anything substantially equivalent to one by providing that any transfer that may cause AB to be classified as a “publicly traded partnership” (“PTP”) as defined in Section 7704 of the Internal Revenue Code of 1986, as amended (“(the “Code”), shall be deemed void and shall not be recognized by AB. In addition, AB Units are subject to significant restrictions on transfer, such as obtaining the written consent of AXA EquitableEQH and the General Partner pursuant to the AB Partnership Agreement. Generally, neither AXA EquitableEQH nor the General Partner will permit any transfer that it believes would create a risk that AB would be treated as a corporation for tax purposes. AXA EquitableEQH 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 10.1210.07 to this Form 10-K.

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

AB Holding, havingHaving 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 toTo preserve AB Holding’sHolding's status as a “grandfathered” PTP that is taxed as a partnership for federal income tax purposes, management seeks to ensure that AB Holding doesmust not directly or indirectly (through AB) enter into a substantial new line of business. A “new line of business” includes any business
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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 isTo 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 notAB 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 subsidiariesNew 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 such legislative proposals. AB which are subjectmanagement continues to federal, statemonitor 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. assess how any new legislation could affect AB.
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’sor 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 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 requirementsrelated proceedings (and any similar state or local audits and makes a proper election, forproceedings). 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’spartnership's taxable years beginning before January 1, 2018. We may choose to make suchafter December 31, 2017, the IRS, absent an election if we receive a written notice of selection for examination for an eligible taxableby 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.

In June 2017, the IRS reissued proposed regulations (that had previously been issued and withdrawn) that implement the provisions of the 2015 Act (the “June 2017 Proposed Regulations”). In December 2017, the IRS issued additional proposed regulations that clarified the June 2017 Proposed Regulations and the 2015 Act (the “December 2017 Proposed Regulations”). Pursuant to the 2015 Act, the June 2017 Proposed Regulations and the December 2017 Proposed Regulations,addition, for taxable years beginning after December 31, 2017, we will bemay, but are not required to, designate a partner, or other person, with a substantial presence in the United States as the partnership representative (“Partnership Representative”) and we will no longer have a “tax matters partner.” The Partnership Representative will have the sole authoritymake an election to actrequire our Unitholders to take into account on our behalf for purposes of, among other things, U.S. federaltheir 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 onreturns an audit adjustment made to our behalf with respect to, among other things, U.S. federal income tax audits and judicial reviewitems, 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 administrative adjustments by the IRS, will be binding on us and our unitholders.

In addition, the December 2017 Proposed Regulations clarified thatUnitholders). 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 completeThere are 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 “push-out” of the adjustment in order for itadjustments to be effective,our income tax items, and the December 2017 Proposed Regulations do not provide any procedurecash available for obtaining an extension.

Newly enacted laws, such as Public Law No. Public Law No. 115-97 (the “Tax Cuts and Jobs Act”), or regulations and future changes in the U.S. taxation of businesses may adversely affect our business, financial condition and operating results.
On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act, which significantly changed the Internal Revenue Code, including dramatic changesdistribution to the taxation of income earned from foreign sources and foreign subsidiaries. The Tax Cuts and Jobs Act also authorizes the Treasury Department to issue regulations with respect to the new provisions. We cannot predict how the changes in the Tax Cuts and Jobs Act, or regulations or other guidance issued under it, might affect us or our business. For additional information, please refer to Item 7 - "Income Taxes".unitholders would be substantially reduced.
Non-U.S. unitholders may be subject to 10% withholding tax on the sale of their units, which could reduce the value of our units.AB Units or AB Holding Units, as well as on distributions, and we may be liable for any under-withholding.

Under the Tax Cuts and Jobs Act, gainGain or loss from the sale or exchange of a partnership interests after November 27, 2017unit by a non-U.S. unitholder will beis 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 partnernon-U.S. unitholder would have had effectively connected gain or loss hadon a hypothetical sale by the partnership soldof all of its assets at fair market value as of the date of the sale or exchange. The law also introduces certain withholding requirements for the sale of partnership interests by a non-U.S. partner. The Tax Cuts and Jobs Act authorizes the IRS to issue regulations to carry out the withholding rules in the case of publicly traded partnerships, but such regulations have not yet been issued. In December 2017, the IRS issued a notice suspending the application of these new withholding rules to the disposition of publicly traded partnership until the IRS issued related guidance. We cannot predict when or if the IRS will issue such regulations or other guidance or what the regulations or other guidance will say. If the guidance generally subjects publicly traded partnerships to the same rules as other partnerships, then any gain or loss from the hypothetical asset sale by us would be allocated to the units being transferred in the same manner as non-separately stated income and loss and the recipientexchange of the units being transferred will bepartnership units. In furtherance of the foregoing, a transferee of a partnership 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.
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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 unitholder, unlesstransferor or the transferring unitholder provides the recipient with proper documentation provingunderlying partnership establishing that the transferring unitholderan exception to withholding applies. If a transferee of AB Units is not a nonresident alien individual or foreign corporation. If the recipient of the units being transferred failsrequired to withhold and failed to properly withhold, then we generallydo so, AB would be obligatedrequired to deduct and withhold fromon distributions to the recipient unitholder.transferee to satisfy that liability.

A broker is not required to withhold on the transfer of an interest in a PTP or on a distribution by a PTP if the PTP certifies that the "10% exception" applies. This exception applies if, either (1) the PTP was not engaged in a U.S. trade or business during a specified time period, or (2) upon a hypothetical sale of the 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 U.S. would be less than 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 U.S.
To make this certification, the PTP must issue a "qualified notice" indicating that it qualifies for this exception, which we have done and intend to continue to do. The qualified notice must state the amount of a distribution that is attributable to each type of income group specified in the Treasury Regulations. 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 or unreliable.
As a PTP, AB Holding may be liable for any under-withholding by a broker that relies on a qualified notice for which we failed to make a reasonable estimate of the amounts required for determining the applicability of the 10% exception.
Item 1B. Unresolved Staff Comments
We have noNeither AB nor AB Holding has unresolved comments from the staff of the SEC to report.


Item 1C. Cybersecurity
Cyber Risk Management and Strategy
We rely on digital technology to conduct our business operations and engage with our clients, business partners and employees. The technology that we, our clients, business partners and employees rely upon becomes more complex over time as do threats to our business operations from cyber intrusions, denial of service attacks, manipulation and other cyber misconduct. Information Security is an ongoing process of exercising the due care necessary to protect corporate, client and employee information and systems from unauthorized access, destruction, disclosure, disruption and modification of use.
Through a combination of security, risk and compliance resources, AB implements Information Security through a dedicated Information Security Program ("ISP") that is intended to identify, assess and manage material risks from cybersecurity threats and which includes a focus on safeguarding information and assets from cyber threats, engaging in cyber threat monitoring and responding to actual or potential cyber incidents. Our ISP is led by our Chief Information Security Officer ("CISO") who actively partners with our Chief Compliance Officer ("CCO") and Chief Risk Officer "("CRO"). Ultimately, our ISP is part of our full enterprise risk framework, which includes information technology, business continuity and resiliency, in addition to cybersecurity risk. Our ISP is coordinated with our broader risk management team, including our Chief Security Officer. Enterprise risk, including cybersecurity risk, is overseen by the Audit and Risk Committee on behalf of the Board.
Our CISO, with assistance from internal and external resources, is responsible for implementing and providing oversight of our ISP. The ISP employs a defense-in-depth strategy: an information assurance concept in which multiple layers of security controls are distributed throughout an operating environment. The concept manages risk with diverse defensive strategies, so that if one layer of defense fails, another later of defense will attempt to compensate. Our ISP features cybersecurity policies, standards and guidelines, committee governance, training, access controls and data controls. We periodically execute table top exercises as a part of our ISP program.
2023 Annual Report27
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Our ISP, together with our risk and compliance resources, proactively manage the risk of threat from cybersecurity incidents through (i) implementing protocols to take cybersecurity considerations into account in adopting and onboarding our technology resources, (ii) monitoring IT controls to better ensure compliance with cybersecurity and other related legal and regulatory requirements, (iii) assessing adherence by critical and material third parties we partner with to ensure that the appropriate risk management standards are met, (iv) ensuring essential business functions remain available during a business disruption, and (v) regularly developing and updating response plans to address potential IT or cyber incidents should they occur. Our security, risk and compliance resources are designed to prioritize IT and cybersecurity risk areas, identify solutions that minimize such risks, pursue optimal outcomes and maintain compliance standards. We also maintain an operational security function that has a real time response capability that triages potential incidents and triggers impact mitigation protocols. Additionally, we utilize third parties to conduct periodic cybersecurity assessments and our internal audit function includes certain cyber risk audits as part of its overall risk audit. We review the recommendations and findings from those assessments and audits and implement corrective and other measures as appropriate. Our cybersecurity processes rely predominantly on internal resources, but also include important third party resources for certain matters, including the aforementioned assessments as well as our continuous cybersecurity threat monitoring and initial incident reporting system.
As part of our ISP, we also perform cyber risk assessments on our critical and material third party vendors during onboarding, then periodically thereafter.
We have not had a cybersecurity incident that has materially affected, or was reasonably likely to, materially affect our business strategy, results of operations or financial condition. There are risks from cybersecurity threats that if they were to occur could materially affect our business strategy, results of operations or financial condition, including those discussed in Item 1A Risk Factors - Operations, Technology and Cyber-Related Risks although we do not currently believe that such a result is reasonably likely.
Cyber Risk Governance
The Audit and Risk Committee is responsible for assisting the Board with oversight of our enterprise risk framework, including cybersecurity, information security, information technology and business continuity and resiliency. Our CISO and other members of senior management including our General Counsel, CCO and CRO report quarterly to the Audit and Risk Committee at its regular meetings on the status of the Company's cybersecurity risk, risk management policies and risk assessment initiatives. the full Board is updated on an as needed basis. In the event of an immediate cyber threat to our business operations, our ISP would involve our General Counsel, who would promptly notify the Chairperson of the Audit and Risk Committee, as to the nature, timing and extent of the threat and our applicable contingency plans would go into effect. Our CRO, in collaboration with our CISO, is responsible for notifying the Audit and Risk Committee of world events or of other significant external events that may pose cybersecurity threats or material risks to our business continuity.
While our Board provides oversight of our cybersecurity risk environment, the ultimate responsibility for our processes for identifying, assessing and managing cybersecurity risks resides with management. Our CISO, with assistance from internal and external resources, is responsible for the implementation and providing oversight to our ISP within the organization and maintaining the appropriate level of expertise to manage and implement cybersecurity policies, programs and strategies. Our CISO has years of applied experience in actively managing cybersecurity and information security programs for large global publicly traded companies with complex and evolving information systems. Management oversight of our ISP is provided by various governance committees including the Operational Risk Oversight Committee, the Information Security Risk Oversight Subcommittee and the Financial Crimes Control Oversight Subcommittee.
Item 2. Properties

Our principal executive officesheadquarters 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 992,043999,963 square feet of space, within which we currently occupy approximately 523,373512,284 square feet of space and have sub-let (or are seeking to sub-let) approximately 468,670 square feet of space. We also lease space at two other locations in New York City; we acquired one of these leases in connection with an acquisition, which lease expired as of December 31, 2017.

In addition, we lease approximately 229,147 square feet of space at One North Lexington, White Plains, New York under a lease expiring in 2021 with options to extend to 2031. At this location, we currently occupy approximately 69,013 square feet of space and have sub-let (or are seeking to sub-let) approximately 160,134487,679 square feet of space.

Also, we entered into a 20-year lease agreement in New York, New York, at 66 Hudson Boulevard, for 166,015 square feet that commenced in January 2024.
We also lease 92,06750,792 square feet of space in San Antonio, Texas under a lease expiring in 2019 with options to extend to 2029. At this location,
Additionally, we currently occupy approximately 59,004lease 100,000 square feet of space and have sub-let approximately 33,063 square feet of space. We have renewed 50,792 square feet for ten years,in Pune, India under a lease expiring in 2029.2033.

In addition, weWe lease less significantmore modest amounts of space in 2127 other cities in the United States.

28AllianceBernstein
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Our subsidiaries lease space in 2832 cities outside the United States, the most significant of which areis a lease in London, England, under a lease expiring in 2022,2031, and in Hong Kong, China, under a lease expiring in 2027. In London we currently lease 65,488 square feet of space, within which we currently occupy approximately 54,746 square feet of space and have sub-let approximately 10,74260,732 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 andAny such accruals are adjusted thereafter as appropriate to reflect changed circumstances. When we are able to do so, we also determine estimates of reasonably possible losses or ranges of reasonably possible losses for such matters, whether in excess of any related accrued liability or where there is no accrued liability, and disclose 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.losses. 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 alsoparticularly 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. As a result of these types of factors, we are unable, at this time, to estimate the losses that are reasonably possible to be incurred or ranges of such losses with respect to our significant litigation matters.

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 and filed a motion to dismiss on February 24, 2023. 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.
WeAB may be involved in various other matters, including regulatory inquiries, administrative proceedings and litigation, some of which may allege significant damages. It is reasonably possible that we could incur losses pertaining to these matters, but currently we cannot currently estimate any such losses.

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

Item 4. Mine Safety Disclosures
Not applicable.

PART II
2023 Annual Report29
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Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for AB Holding Units and AB Units; Cash Distributions

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

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

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

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

 Quarters Ended 2017  
 
December
31
 
September
30
 
June
30
 
March
31
 Total
Cash distributions per AB Unit(1)
$0.91
 $0.58
 $0.56
 $0.52
 $2.57
Cash distributions per AB Holding Unit(1)
$0.84
 $0.51
 $0.49
 $0.46
 $2.30
AB Holding Unit prices:         
High$26.65
 $26.15
 $23.95
 $25.13
  
Low$24.01
 $22.55
 $20.40
 $21.35
  
 Quarters Ended 2016  
 
December
31
 
September
30
 
June
30
 
March
31
 Total
Cash distributions per AB Unit(1)
$0.73
 $0.51
 $0.46
 $0.45
 $2.15
Cash distributions per AB Holding Unit(1)
$0.67
 $0.45
 $0.40
 $0.40
 $1.92
AB Holding Unit prices:         
High$24.10
 $24.69
 $24.65
 $23.98
  
Low$20.75
 $21.29
 $21.49
 $16.11
  

(1)Declared and paid during the following quarter.

On December 29, 2017, the2023 (the last trading day during 2017,of the year), the closing price of an AB Holding Unit on the NYSE was $25.05$31.03 per Unit. On December 31, 2017,2023, there were (i) 908871 AB Holding Unitholders of record for approximately 80,000112,000 beneficial owners, and (ii) 389359 AB Unitholders of record (we do not believe there are substantial additional beneficial owners).

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

We did not engage in any unregistered sales of our securities during the years ended December 31, 2017, 20162023, 2022 and 2015.

2021, except as previously disclosed in a Current Report on Form 8-K dated July 1, 2022 in connection with the acquisition of CarVal Investors L.P.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Each quarter, since the third quarter of 2011, AB has implemented plansconsiders whether to implement a plan to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Exchange Act. TheWe did not adopt a plan adopted during the fourth quarter of 2017 expired at the close of business on February 12, 2018.2023. 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.

30AllianceBernstein
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AB Holding Units bought by us or one of our affiliates during the fourth quarter of 20172023 are as follows:

Issuer Purchases of Equity Securities
 
Total
Number of
AB Holding
Units
Purchased
 
Average
Price Paid
Per AB
Holding Unit,
net of
Commissions
 
Total
Number of
AB Holding
Units
Purchased as
Part of
Publicly
Announced
Plans or
Programs
 
Maximum
Number (or
Approximate
Dollar Value)
of AB
Holding
Units that
May Yet Be
Purchased
Under the
Plans or
Programs
Period       
10/1/17-10/31/17(1)
103
 $24.10
 —
 —
11/1/17-11/30/17(1)
873,289
 25.90
 —
 —
12/1/17-12/31/17(1)
2,534,667
 24.85
 —
 —
Total3,408,059
 $25.12
 —
 —

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

PeriodTotal
Number of
AB Holding
Units
Purchased		Average
Price Paid
Per AB
Holding Unit,
net of
Commissions		Total
Number of
AB Holding
Units
Purchased as
Part of
Publicly
Announced
Plans or
Programs		Maximum
Number (or
Approximate
Dollar Value)
of AB
Holding
Units that
May Yet Be
Purchased
Under the
Plans or
Programs
10/1/23-10/31/23(1)(2)
191,411 $30.47 — —
11/1/23-11/30/23(1)
3,309 30.38 — —
12/1/23-12/31/23(1)
2,157,787 29.09 — —
Total2,352,507 $29.20 — —
(1)During the fourth quarter of 2023, AB retained from employees 2,166,396 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 fourth quarter of 2023, AB purchased 186,111 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 fourth quarter of 20172023 are as follows:

Issuer Purchases of Equity Securities
 
Total Number
of
AB
Units
Purchased
 
Average
Price Paid
Per
AB
Unit, net of
Commissions
 
Total
Number of
AB
Units Purchased as
Part of
Publicly
Announced
Plans or
Programs
 
Maximum
Number (or
Approximate
Dollar Value)
of AB
Units that
May Yet Be
Purchased
Under the
Plans or
Programs
Period       
10/1/17-10/31/17—
 $—
 —
 —
11/1/17-11/30/17(1)
400
 25.24
 —
 —
12/1/17-12/31/17—
 —
 —
 —
Total400
 $25.24
 —
 —

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

PeriodTotal
Number of
AB
Units
Purchased		Average
Price Paid
Per AB
Unit,
net of
Commissions		Total
Number of
AB Units
Purchased as
Part of
Publicly
Announced
Plans or
Programs		Maximum
Number (or
Approximate
Dollar Value)
of AB
Units that
May Yet Be
Purchased
Under the
Plans or
Programs
10/1/23-10/31/23— $— — —
11/1/23-11/30/23— — — —
12/1/23-12/31/23(1)
1,603 28.75 — —
Total1,603 $28.75 — —
Item 6.    Selected Financial Data
Selected Consolidated Financial Data(1)During the fourth quarter of 2023, we purchased 1,603 AB Units in private transactions.
 Years Ended December 31,
 2017 
2016(1)
 2015 2014 2013
 (in thousands, except per unit amounts and unless otherwise indicated)
INCOME STATEMENT DATA: 
Revenues:         
Investment advisory and services fees$2,200,400
 $1,933,471
 $1,973,837
 $1,958,250
 $1,849,105
Bernstein research services449,919
 479,875
 493,463
 482,538
 445,083
Distribution revenues412,063
 384,405
 427,156
 444,970
 465,424
Dividend and interest income71,162
 46,939
 24,872
 22,322
 19,962
Investment gains (losses)92,102
 93,353
 3,551
 (9,076) 33,339
Other revenues98,040
 99,859
 101,169
 108,788
 105,058
Total revenues3,323,686
 3,037,902
 3,024,048
 3,007,792
 2,917,971
Less: interest expense25,165
 9,123
 3,321
 2,426
 2,924
Net revenues3,298,521
 3,028,779
 3,020,727
 3,005,366
 2,915,047
          
Expenses: 
  
  
  
  
Employee compensation and benefits:         
Employee compensation and benefits1,313,469
 1,229,721
 1,267,926
 1,265,664
 1,212,011
Promotion and servicing: 
  
      
Distribution-related payments420,350
 371,607
 393,033
 413,054
 426,824
Amortization of deferred sales commissions31,886
 41,066
 49,145
 41,508
 41,279
Trade execution, marketing, T&E and other204,392
 208,538
 223,415
 224,576
 204,568
General and administrative: 
  
      
General and administrative481,488
 426,147
 431,635
 426,960
 423,043
Real estate charges36,669
 17,704
 998
 52
 28,424
Contingent payment arrangements267
 (20,245) (5,441) (2,782) (10,174)
Interest on borrowings8,194
 4,765
 3,119
 2,797
 2,962
Amortization of intangible assets27,896
 26,311
 25,798
 24,916
 21,859
Total expenses2,524,611
 2,305,614
 2,389,628
 2,396,745
 2,350,796
Operating income773,910
 723,165
 631,099
 608,621
 564,251
Income taxes53,110
 28,319
 44,797
 44,304
 40,113
Net income720,800
 694,846
 586,302
 564,317
 524,138
Net income (loss) of consolidated entities attributable to non-controlling interests58,397
 21,488
 6,375
 456
 9,746
Net income attributable to AB Unitholders$662,403
 $673,358
 $579,927
 $563,861
 $514,392
Basic net income per AB Unit$2.46
 $2.48
 $2.11
 $2.07
 $1.88
Diluted net income per AB Unit$2.45
 $2.47
 $2.10
 $2.07
 $1.87
Operating margin(2)
21.7% 23.2% 20.7% 20.2% 19.0%
CASH DISTRIBUTIONS PER AB UNIT(3)
$2.57
 $2.15
 $2.11
 $2.08
 $1.97
BALANCE SHEET DATA AT PERIOD END: 
  
  
  
  
Total assets$9,295,167
 $8,741,158
 $7,433,721
 $7,375,621
 $7,383,899
Debt$565,745
 $512,970
 $581,700
 $486,156
 $266,445
Total capital$4,063,304
 $4,068,189
 $4,017,221
 $4,084,840
 $4,045,227
ASSETS UNDER MANAGEMENT AT PERIOD END (in millions)$554,491
 $480,201
 $467,440
 $474,027
 $450,411
2023 Annual Report
31
(1)
Certain prior-year amounts have been reclassified to conform to our 2017 presentation; see Note 2 to AB's financial statements in Item 8 for a discussion of reclassifications.
(2)Operating income excluding net income (loss) attributable to non-controlling interests as a percentage of net revenues.
(3) Cash distributions per AB unit reflect the impact
Table of AB's non-GAAP adjustments.Contents

Part II

Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Percentage change figures are calculated using assets under management rounded to the nearest million and financial statement amounts rounded to the nearest thousand.
Executive Overview(1)
Our total assets under management (“AUM”Assets Under Management ("AUM") as of December 31, 20172023 were $554.5$725.2 billion, up $74.3$78.8 billion, or 15.5%12.2%, during 2017.2023. The increase was driven by market appreciation of $61.1$85.8 billion, offset by net outflows of $7.0 billion (reflecting Institutional net outflows of $11.8 billion, offset by Retail net inflows of $3.7 billion and Private Wealth Management net inflows of $1.1 billion).
Institutional AUM increased $19.8 billion, or 6.7%, to $317.1 billion during 2023, primarily due to market appreciation of $31.5 billion, partially offset by net outflows of $11.8 billion. Gross sales decreased $20.4 billion, from $32.2 billion in 2022 to $11.8 billion in 2023. Redemptions and terminations decreased $0.7 billion, from $13.3 billion in 2022 to $12.6 billion in 2023.
Retail AUM increased $43.9 billion, or 18.1%, to $286.8 billion during 2023, primarily due to market appreciation of $40.3 billion and net inflows of $13.2 billion (primarily due to Retail and Institutional inflows of $8.9 billion and $3.6 billion, respectively).
Institutional AUM increased $30.0 billion, or 12.5%, to $269.3 billion during 2017, due to market appreciation of $26.4 billion and net inflows of $3.6$3.7 billion. Gross sales decreased $8.2increased $5.2 billion, or 38.1%, from $21.6$65.9 billion in 20162022 to $13.4$71.1 billion in 2017.2023. Redemptions and terminations decreased $4.2$8.2 billion, or 27.3%, from $15.7$66.3 billion in 20162022 to $11.5$58.1 billion in 2017.
Retail AUM increased $32.7 billion, or 20.5%, to $192.9 billion during 2017, due to market appreciation of $23.8 billion and net inflows of $8.9 billion. Gross sales increased $12.6 billion, or 30.5%, from $41.2 billion in 2016 to $53.8 billion in 2017. Redemptions and terminations decreased $2.2 billion, or 5.4%, from $40.8 billion in 2016 to $38.6 billion in 2017.2023.
Private Wealth Management AUM increased $11.6$15.1 billion, or 14.2%14.1%, to $92.3$121.3 billion during 2017,2023, due to market appreciation of $10.9$14.0 billion and net inflows of $0.7$1.1 billion. Gross sales increased $1.3$1.1 billion, or 13.2%, from $10.2$17.5 billion in 20162022 to $11.5$18.6 billion in 2017.2023. Redemptions and terminations increased $1.3$1.7 billion, or 14.2%, from $9.3$15.8 billion in 20162022 to $10.6$17.5 billion in 2017.2023.
Bernstein Research Services ("BRS") revenue decreased $30.0$30.1 million, or 6.2%7.2%, in 2017.2023. The decrease was primarily driven by significantly lower global customer trading activity due to the prevailing macro-economic environment. In the fourth quarter of 2022, AB and Société Générale (EURONEXT: GLE, “SocGen”), a declineleading 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 client activity in the U.S. and a volume mix shift to electronic trading in Europe. The decrease was partially offset by increased client activity in Asia and a weaker U.S. dollar year-over-year.Item 8.
Our 20172023 net revenues of $3.3$4.2 billion increased $0.3 billion,$101.0 million, or 8.9%2.5%, compared to the prior year's net revenues of $3.0 billion.$4.1 billion in the prior year. The most significant contributorsincrease was primarily driven by investment gains in the current year compared to investment losses in the increase wereprior year (impact of $116.6 million), higher net dividend and interest income of $35.2 million and higher base advisory fees of $204.9$4.8 million, higher performance-based fees of $62.0 million and higher distribution revenues of $27.7 million,partially offset by lower Bernstein Research Services revenue of $30.0$30.1 million and lower distribution revenues of $20.9 million.
Our operating expenses of $2.5$3.3 billion increased $0.2 billion,$98.5 million, or 9.5%3.0%, compared to the prior year's expenses of $2.3 billion.year. The increase was primarily was due todriven by higher employee compensation and benefits expenses of $83.7$102.5 million, higher interest on borrowings of $36.5 million, higher amortization of intangibles of $20.3 million and higher contingent payment arrangements of $16.3 million, partially offset by lower general and administrative expenses (excluding real estate charges) of $55.3$60.1 million higherand lower promotion and servicing expenses of $35.4 million, lower adjustments to contingent payment arrangements of $20.5 million and higher real estate charges of $19.0$17.1 million. Our operating income increased $50.7$2.6 million, or 7.0%0.3%, to $773.9$817.7 million from $723.2$815.1 million in 20162022 and our operating margin decreased to 19.1% in 2023 from 23.2%21.5% in 2016 to 21.7% in 2017 as higher expenses outpaced revenue growth.2022.
Market Environment
Global equityU.S. Equities
U.S. Equity markets increased substantiallyregistered strong gains in 2017,the final quarter of 2023, buoyed by slowing inflation data and fixed income markets rose as well,expectations that the U.S. Federal Reserve (the "Fed") has finished its rate hiking cycle and will move towards cuts in 2024. Market breadth improved in the fourth quarter, with share price appreciation moving beyond mega-cap technology stocks. Both the cap-weighted S&P 500 and the equal-weighted S&P 500 returned positive 12% in the fourth quarter (including dividends). Previously lagging segments of the market rebounded, with Small-Caps (market capitalization ranges between $250 million to $2 billion) and Mid-Caps (market capitalization ranges between $2 billion to $10 billion) outperforming Large-Caps (market capitalization above $10 billion) with the Russell 2000 index posting a positive 14% return in the fourth quarter and Value stocks outperforming Growth stocks in the fourth quarter.
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.
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Despite the broadening rally in late 2023, annual index returns were largely concentrated within the "Magnificent-7" companies: a term coined for Apple, Amazon, Alphabet, Meta Platforms, Microsoft, NVIDIA and Tesla which were perceived as the global recovery gained momentum and breadth throughoutmain beneficiaries of the year. ForArtificial Intelligence revolution. These seven companies boast the first timelargest market capitalization values in the past five years, non-U.S. stocks outperformed U.S. stocks, aided byS&P 500 and account for more than a weaker dollar,quarter of the index, disproportionally driving the capitalization-weighted S&P 500's 2023 total return of positive 26% versus positive 14% for the equal-weighted version.
Global and credit spreads tightened in a “risk-on” environment. After an uncertainNon-U.S. Equities
Moderating inflation data and volatile 2016, U.S. market volatility was exceptionally low in 2017. While 2018 got off to a strong start,peaking interest rates drove nearly unilateral gains beyond U.S. equity markets began(MSCI World Index was positive 11.4% in the fourth quarter). Within the Eurozone, annual inflation fell to vacillate wildly2.4% (as of November 2023) from 10.1% a year ago, sending the MSCI European Economic and Monetary Union index 7.8% higher in February,the fourth quarter. In the U.K., gains were led by Small-Cap and volatility surgedMid-Cap indices while Large-Cap lagged on account of a strengthening GBP (sterling). Japan's TOPIX trading index posted a positive 2.0% total return despite a volatile quarter and overall Emerging Market equities were strong in the fourth quarter, albeit lagging Developed Markets. All markets in the MSCI Asia (ex Japan) index ended the quarter positively, apart from China, where lackluster growth continues to be a drag on asset prices.
Global Bonds
Fixed income markets experienced their strongest quarterly performance in over 20 years, as indicated by the Bloomberg Global Aggregate indices. This was primarily driven by a perceived shift in monetary policy direction, with expectations of rate cuts replacing the previous "higher-for-longer" narrative. As a result, ofgovernment bond yields fell significantly, and credit markets outperformed government bonds. The Fed maintained its rates throughout the quarter, but a sharp rise in investor concern over the pace of interest rate hikes and the chances of rising inflation, which could slow economic growth. These stresses created uncertainty across global markets as well.
Despite the strong run in the global markets, inflation so far remains low and Central Banks’ monetary policies continue to vary among developed and emerging markets. In the U.S., three interest rate increases occurred during 2017 and several more are predicted for 2018, particularly if the economy continues to exhibit low unemployment, ongoing growth and emerging evidence of rising inflation. It remains to be seen how new tax legislation enacteddovish tone in December 2017 will affectaccelerated the U.S. economy going forward. In Europe,market rally. The revised dot plot, which plots the Federal Open Market Committee's ("FOMC") projections for the federal funds rate, now anticipates three rate cuts in 2024, up from the previous expectation of two. The FOMC appears more comfortable with the progress made in bringing inflation back towards the target, as indicated by positive news on the Personal Consumption Expenditures Price Index, which is earlier inthe Fed's most closely watched measure.
Relationship with EQH and its economic recovery than the U.S., asset purchases by the European Central BankSubsidiaries
EQH (our parent company) and its subsidiaries are expected to end in 2018, Brexit negotiations are ongoing and MiFID II went into effect at the start of 2018. And in China,our largest client. EQH is collaborating with the pace of growth slowing, “quality” of growth is increasing in importance.
The challenges for active fund managers continued in 2017. While their investment performance improved on average in 2017, they still struggled to attract net new assets in the face of ongoing overwhelming demand for passive equity strategies and accelerating demand for passive fixed income strategies. In the U.S., where the shift from active to passive has been most prevalent, total industry-wide active mutual fund flows turned positive in 2017, with $56 billion, on strength in fixed income and international equity services. Active U.S. equity mutual funds, however, still sustained $201 billion in outflows for the year,

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

MiFID II
The second installment of the Markets in Financial Instruments Directive II (“MiFID II”), which became effective January 3, 2018, makes significant modifications to the manner in which European broker-dealers can be compensated for research. These modifications are recognized in the industry as having the potential to significantly decrease the overall research spend by European buy-side firms. Consequently, our U.K.-based broker-dealer is considering new charging mechanisms for its researchAB in order to minimizeimprove the risk-adjusted yield for the 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. In mid-2021, Equitable Financial Life Insurance Company, a subsidiary of EQH ("Equitable Financial"), agreed to provide an initial $10 billion in permanent capital to build out AB's private illiquid offerings, including private alternatives and private placements. Deployment of this impact as partcapital commitment is approximately 90% completed and is expected to continue over the next year. In addition, during the second quarter of its broader MiFID II implementation program. It is important2023, EQH committed to note, however, thatprovide an additional $10 billion in permanent capital, which will begin following the completion of the initial $10 billion commitment. We expect this anticipated capital from Equitable Financial will continue to accelerate both organic and inorganic growth in our new charging techniquesprivate alternatives business, allowing us to continue to deliver for our clients, employees, unitholders and other strategic decisionsstakeholders. For example, included in the initial $10 billion commitment by EQH is $750 million in capital to addressbe deployed through AB CarVal.
Permanent capital means investment capital of indefinite duration, for which commitments may be withdrawn under certain conditions. Such conditions primarily include potential regulatory restrictions, lacking sufficient liquidity to fund the new environment created by MiFID II maycapital commitments to AB and AB's inability to identify attractive investment opportunities which align with the investment strategy. Although EQH’s insurance subsidiaries have indicated their intention over time to provide this investment capital to AB, they have no binding commitment to do so. While the withdrawal of their commitment could potentially slow down our introduction of certain products, the impact to our overall operations would not be successful, which could result in a significant decline in our sell-side revenues.

Also, although MiFID II does permit buy-side firms to purchase research through the use of client-funded research payment accounts, most buy-side firms that operate in the Eurozone, including our U.K. buy-side subsidiaries, have decided to use their own funds to pay for research in the Eurozone. This change in practice will increase our expenses in the Eurozone and, if this practice becomes more pervasive globally, it may have a significant adverse effect on our net income in future periods.

The ultimate impact of MiFID II on payments for research globally currently is uncertain.
AXA Equitable Holdings IPO
On May 10, 2017, AXA S.A. (“AXA”) announced its intention to sell and list for trading a minority stake of its U.S. operations (expected to consist of AXA’s U.S. Life & Savings business and its interest in AB) during the first half of 2018, subject to market conditions and SEC review process. While we cannot at this time predict the eventual impact, if any, on AB of this proposed transaction, it could include a reduction in the support AXA has provided to AB in the past with respect to AB's investment management business, resulting in a decrease to our revenues and ability to initiate new investment services. Also, AB relies on AXA for a number of significant services and benefits from its affiliation with AXA in certain common vendor relationships. These arrangements also may change with possible negative financial implications for AB.material.
Relocation Strategy
During 2017, we began exploring several U.S. cities for the purpose of establishing a second principal U.S. location. We intend to transition a significant number of our staff located in our New York metro offices to this new location onceAs previously announced, we have finalized the cityestablished our corporate headquarters in Nashville, TN, at 501 Commerce Street. Our Nashville headquarters houses Finance, IT, Operations, Legal, Compliance, Internal Audit, Human Capital, and secured office space. The transition period is expected to last a number of years.Sales and Marketing, and at year-end 2023 we had 1,048 employees in Nashville. We will continue to maintain an employee presencea principal location in New York City, which will remain a principal location.houses our Portfolio Management, Sell-Side Research and Trading, and New York-based Private Wealth Management businesses.
We believe a second principal location will affordrelocating our corporate headquarters to Nashville affords us the opportunity to provide an improved quality of life alternative for our employees enableand enables us to attract and recruit new talented employees to a highly desirable location while improving the long-term cost structure of the firm. However, we expect to incur potentially material costs through
During the transition period, including relocation, severance,which began in 2018 and duplicative compensation and occupancyis expected to continue through 2024, we currently estimate that we will incur transition costs before realizing ongoing cost savings. We currently are unableof between $145 million to estimate either the transitional$155 million. These costs or the ongoing cost savings as we have not yet completed our search process or finalized the scale of our relocation strategy.
Adjusted Operating Margin Target
We have adopted a goal of increasing our adjusted operating margin from 27.7% (which we achieved for 2017) to a target of 30% by 2020 (the “2020 Margin Target”), subject to the assumptions, factors and contingencies discussed below.

Actual results related to this target may vary depending on various factors, including capital market outcomes, the global regulatory environment in which we operate, the performance of our investment services, the net flows experienced by our investment services and the successful management of our costs. Also, the anticipated establishment of a second principal location outside of the New York City metropolitan area, which is described immediately above, will likely involve substantial transitional costs, includinginclude employee relocation, severance, recruitment, and duplicativeoverlapping compensation and occupancy costs. Over this same period, we expect to realize total expense savings of between $205 million to $215 million. However, we did incur some transition costs before we began to realize expense savings. For the period beginning in 2018 and ending in the fourth quarter of 2023, we incurred $140 million of cumulative transition costs compared to $175 million of cumulative savings. We currentlyincurred $20 million of transition costs for the twelve months ended December 31, 2023, compared to $43 million of expense savings, resulting in an overall net savings of
2023 Annual Report33
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$23 million for the period. In 2023, our net income per unit ("EPU") increased $0.08 as a result of our relocation strategy, which compares to the $0.07 EPU increase that occurred in 2022. We also expect to achieve EPU accretion in each future year. Beginning in 2025, once the transition period has been completed, we estimate ongoing annual expense savings of approximately $75 million, which will result from a combination of occupancy and compensation-related savings. Our estimates for both the transition costs and the corresponding expense savings are unable to estimate precisely these interim transitionalbased on our current assumptions of employee relocation costs, or the expected ongoing cost savings, orseverance, and overlapping compensation and occupancy costs. In addition, our estimates for both the timing of thesewhen we incur transition costs and realize the related expense savings asare based on our current relocation implementation plan and the timing for execution of each phase. The actual total charges we have not yet completed our search process or finalizedeventually record, the scale of our relocation strategy. If the transitional costs we incur in 2019 and 2020 significantly exceed any costrelated expense savings we realize, in those years from our relocation strategy, our actual adjusted operating margin for 2020 will be adversely affected and, as a result, we may not reach the 2020 Margin Target.

In setting our 2020 Margin Target, we have made significant assumptions with respect to, among other things:

the levels of positive net flows into our investment services;
the level of growth (in terms of additional AUM) in our alternatives product business;
the rate of increase in our fixed costs due to inflation and similar factors, the transitional costs related to our relocation strategy and the timing of such costs,EPU impact may differ from our current estimates as we implement each phase of our headquarters relocation.
During October 2018, we signed a lease, which commenced in the successfourth 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.
Although we have in achieving planned new cost reductions (including those relating topresented many of our relocation strategy)transition costs and the timing of such cost reductions, and the investments we make in our business; and
general conditions of the markets in which our business operates, including modest continued appreciation in both equity and fixed income total investment returns.

While our 2020 Margin Target is presentedannual expense savings with numerical specificity, and we believe the targetthese 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 assumptionstargets may not be realized.achieved. Accordingly, the expenses we actually incur and the savings we actually realize may differ from our 2020 Margin Target may not be achieved,targets, particularly if actual events adversely differ from one or more of our key assumptions. The 2020 Margin Targettransition costs and itsexpense 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 2023 10-K. We strongly caution investors not to place undue reliance on any of these assumptions or our 2020 Margin Target.cost and expense targets. Except as may be required by applicable securities laws, we are not under any obligation, and we expressly disclaim any obligation, to update or alter any assumptions, estimates, financial goals, targets, projections or other related statements that we may make.



Assets Under Management
Assets under management by distribution channel are as follows:
As of December 31,     % Change   As of December 31% Change  
2017 2016 2015 2017-16 2016-15 2023202220212023-222022-21
(in billions)      
  
 (in billions)  
Institutions$269.3
 $239.3
 $236.2
 12.5% 1.3%Institutions$317.1 $$297.3 $$337.1 6.7 6.7 %(11.8 %)
Retail192.9
 160.2
 154.4
 20.5
 3.8
Private Wealth Management92.3
 80.7
 76.8
 14.2
 5.1
Total$554.5
 $480.2
 $467.4
 15.5
 2.7
Total$725.2 $$646.4 $$778.6 12.2 12.2 %(17.0)%
Assets under management by investment service are as follows:
 As of December 31, % Change
 2017 2016 2015 2017-16 2016-15
 (in billions)  
  
Equity       
  
Actively Managed$139.4
 $111.9
 $110.6
 24.6 % 1.2 %
Passively Managed (1)
54.3
 48.1
 46.4
 13.0
 3.6
Total Equity193.7
 160.0
 157.0
 21.1
 1.9
          
Fixed Income 
  
  
  
  
Actively Managed 
  
  
  
  
Taxable247.9
 220.9
 207.4
 12.2
 6.5
Tax-exempt40.4
 36.9
 33.5
 9.5
 10.2
 288.3
 257.8
 240.9
 11.8
 7.0
Passively Managed (1)
9.9
 11.1
 10.0
 (10.4) 11.1
Total Fixed Income298.2
 268.9
 250.9
 10.9
 7.2
          
Other (2)
         
Actively Managed61.9
 50.8
 59.1
 21.7
 (14.0)
Passively Managed (1)
0.7
 0.5
 0.4
 37.0
 30.4
Total Other62.6
 51.3
 59.5
 21.8
 (13.7)
Total$554.5
 $480.2
 $467.4
 15.5
 2.7
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 As of December 31% Change
 2023202220212023-222022-21
 (in billions)  
Equity  
Actively Managed$247.5 $217.9 $287.6 13.6 %(24.2 %)
Passively Managed(1)
62.1 53.8 71.6 15.3 (24.8)
Total Equity309.6 271.7 359.2 13.9 (24.3)
Fixed Income   
Actively Managed   
Taxable208.6 190.3 246.3 9.6 (22.8)
Tax–exempt61.1 52.5 57.1 16.3 (7.9)
Total269.7 242.8 303.4 11.1 (20.0)
Passively Managed(1)
11.4 9.4 13.2 21.0 (28.9)
Total Fixed Income281.1 252.2 316.6 11.5 (20.3)
Alternatives/Multi-Asset Solutions(2)
 Actively Managed125.9 115.8 97.3 8.7 19.1 
Passively Managed(1)
8.6 6.7 5.5 29.7 21.5 
Total Alternatives/Multi-Asset Solutions134.5 122.5 102.8 9.8 19.2 
Total$725.2 $646.4 $778.6 12.2 %(17.0 %)
(1)Includes index and enhanced index services.
(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.
(1)2023 Annual ReportIncludes index and enhanced index services.35
(2)Includes certain multi-asset solutions and services and certain alternative investments.

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Changes in assets under management during 20172023 and 20162022 are as follows:
 Distribution Channel
 InstitutionsRetailPrivate
Wealth
Management		Total
 (in billions)
Balance as of December 31, 2022$297.3 $242.9 $106.2 $646.4 
Long-term flows:
Sales/new accounts11.8 71.1 18.6 101.5 
Redemptions/terminations(12.6)(58.1)(17.5)(88.2)
Cash flow/unreinvested dividends(11.0)(9.3)— (20.3)
Net long-term (outflows) inflows(11.8)3.7 1.1 (7.0)
Transfers0.1 (0.1)— — 
Market appreciation31.5 40.3 14.0 85.8 
Net change19.8 43.9 15.1 78.8 
Balance as of December 31, 2023$317.1 $286.8 $121.3 $725.2 
Balance as of December 31, 2021$337.1 $319.9 $121.6 $778.6 
Long-term flows:
Sales/new accounts32.2 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)
Acquisitions(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 
 Distribution Channel
 Institutions Retail 
Private
Wealth
Management
 Total
 (in billions)
Balance as of December 31, 2016$239.3
 $160.2
 $80.7
 $480.2
Long-term flows: 
  
  
  
Sales/new accounts13.4
 53.8
 11.5
 78.7
Redemptions/terminations(11.5) (38.6) (10.6) (60.7)
Cash flow/unreinvested dividends1.7
 (6.3) (0.2) (4.8)
Net long-term inflows3.6
 8.9
 0.7
 13.2
Market appreciation26.4
 23.8
 10.9
 61.1
Net change30.0
 32.7
 11.6
 74.3
Balance as of December 31, 2017$269.3
 $192.9
 $92.3
 $554.5
        
Balance as of December 31, 2015$236.2
 $154.4
 $76.8
 $467.4
Long-term flows: 
  
  
  
Sales/new accounts21.6
 41.2
 10.2
 73.0
Redemptions/terminations(15.7) (40.8) (9.3) (65.8)
Cash flow/unreinvested dividends(11.3) (5.2) (0.5) (17.0)
Net long-term inflows (outflows)(5.4) (4.8) 0.4
 (9.8)
Transfers—
 0.1
 (0.1) —
Acquisition2.5
 —
 —
 2.5
AUM adjustment(3)
(3.0) —
 —
 (3.0)
Market (depreciation) appreciation9.0
 10.5
 3.6
 23.1
Net change3.1
 5.8
 3.9
 12.8
Balance as of December 31, 2016$239.3
 $160.2
 $80.7
 $480.2
(1)Net flows include $4.5 billion of AXA redemptions for 2022.

(2)Approximately $0.4 billion of Institutional AUM was removed from our total assets under management during the second quarter of 2022 due to a change in the fee structure.
(3)The CarVal acquisition added approximately $12.2 billion of Institutional AUM in the third quarter of 2022.
 Investment Service
 
Equity
Actively
Managed
 
Equity
Passively
Managed(1)
 
Fixed
Income
Actively
Managed
- Taxable
 
Fixed
Income
Actively
Managed -
Tax-
Exempt
 
Fixed
Income
Passively
Managed(1)
 
Other(2)
 Total
 (in billions)
Balance as of December 31, 2016$111.9
 $48.1
 $220.9
 $36.9
 $11.1
 $51.3
 $480.2
Long-term flows: 
  
  
    
  
  
Sales/new accounts21.9
 1.1
 41.1
 7.9
 0.1
 6.6
 78.7
Redemptions/terminations(19.0) (1.4) (29.8) (5.9) (1.8) (2.8) (60.7)
Cash flow/unreinvested dividends(2.1) (4.0) 1.5
 (0.1) —
 (0.1) (4.8)
Net long-term inflows (outflows)0.8
 (4.3) 12.8
 1.9
 (1.7) 3.7
 13.2
Market appreciation26.7
 10.5
 14.2
 1.6
 0.5
 7.6
 61.1
Net change27.5
 6.2
 27.0
 3.5
 (1.2) 11.3
 74.3
Balance as of December 31, 2017$139.4
 $54.3
 $247.9
 $40.4
 $9.9
 $62.6
 $554.5
              
Balance as of December 31, 2015$110.6
 $46.4
 $207.4
 $33.5
 $10.0
 $59.5
 $467.4
Long-term flows: 
  
  
    
  
  
Sales/new accounts14.4
 0.5
 45.8
 8.5
 0.2
 3.6
 73.0
Redemptions/terminations(19.3) (1.0) (31.0) (5.0) (0.6) (8.9) (65.8)
Cash flow/unreinvested dividends(2.7) (2.0) (9.1) (0.2) 1.1
 (4.1) (17.0)
Net long-term (outflows) inflows(7.6) (2.5) 5.7
 3.3
 0.7
 (9.4) (9.8)
Acquisition—
 —
 —
 —
 —
 2.5
 2.5
AUM adjustment(3)
—
 —
 —
 —
 —
 (3.0) (3.0)
Market appreciation8.9
 4.2
 7.8
 0.1
 0.4
 1.7
 23.1
Net change1.3
 1.7
 13.5
 3.4
 1.1
 (8.2) 12.8
Balance as of December 31, 2016$111.9
 $48.1
 $220.9
 $36.9
 $11.1
 $51.3
 $480.2
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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, 2022$217.9 $53.8 $190.3 $52.5 $9.4 $122.5 $646.4 
Long-term flows:
Sales/new accounts37.3 1.3 36.4 16.5 1.7 8.3 101.5 
Redemptions/terminations(43.8)(0.3)(27.3)(11.1)(0.3)(5.4)(88.2)
Cash flow/unreinvested dividends(9.0)(5.0)(2.5)0.3 0.1 (4.2)(20.3)
Net long-term (outflows) inflows(15.5)(4.0)6.6 5.7 1.5 (1.3)(7.0)
Market appreciation45.1 12.3 11.7 2.9 0.5 13.3 85.8 
Net change29.6 8.3 18.3 8.6 2.0 12.0 78.8 
Balance as of December 31, 2023$247.5 $62.1 $208.6 $61.1 $11.4 $134.5 $725.2 
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 accounts46.0 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)
Acquisitions(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 
(1)Includes index and enhanced index services.
(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.
(3)Net flows include $4.5 billion of AXA redemptions for 2022.
(4)Approximately $0.4 billion of Institutional AUM was removed from our total assets under management during the second quarter of 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.
(1)2023 Annual ReportIncludes index and enhanced index services.37
(2)Includes certain multi-asset solutions and services and certain alternative investments.
(3)During the second quarter of 2016, we removed $3.0 billion of Customized Retirement Solutions assets from AUM as our asset management services transitioned to consulting services. In addition, we previously made minor adjustments to reported AUM for reporting methodology changes that do not represent inflows or outflows.

Table of Contents
Part II
Net long-term (outflows) inflows (outflows) for actively managed investment services as compared to passively managed investment services during 20172023 and 20162022 are as follows:
Years Ended December 31,
2017 2016
(in billions)
Years Ended December 31Years Ended December 31
202320232022
(in billions)(in billions)
Actively Managed   
Equity$0.8
 $(7.6)
Equity
Equity
Fixed Income14.7
 9.0
Other3.6
 (9.5)
Alternatives/Multi- Asset Solutions
Total
19.1
 (8.1)
Passively Managed
Passively Managed
Passively Managed 
  
  
Equity(4.3) (2.5)
Fixed Income(1.7) 0.7
Other0.1
 0.1
Alternatives/Multi- Asset Solutions
Total
(5.9) (1.7)
Total net long-term inflows$13.2
 $(9.8)
Total net long-term (outflows)
Total net long-term (outflows)
Total net long-term (outflows)
Average assets under management by distribution channel and investment service are as follows:
 Years Ended December 31% Change
 2023202220212023-222022-21
 (in billions)  
Distribution Channel:  
Institutions$304.6 $308.4 $325.7 (1.2 %)(5.3 %)
Retail262.0 267.8 291.0 (2.1)(8.0)
Private Wealth Management113.7 110.3 114.1 3.0 (3.3)
Total$680.3 $686.5 $730.8 (0.9)%(6.1)%
Investment Service:
Equity Actively Managed$231.5 $239.7 $252.2 (3.4)(4.9)
Equity Passively Managed(1)
57.7 60.4 68.7 (4.5)(12.1)
Fixed Income Actively Managed – Taxable198.3 210.0 253.1 (5.6)(17.1)
Fixed Income Actively Managed – Tax-exempt56.0 54.1 53.8 3.4 0.6 
Fixed Income Passively Managed(1)
9.7 11.5 9.6 (15.2)20.2 
Alternatives/Multi-Asset Solutions(2)
127.1 110.8 93.4 14.8 18.6 
Total$680.3 $686.5 $730.8 (0.9)%(6.1)%
 Years Ended December 31, % Change
 2017 2016 2015 2017-16 2016-15
 (in billions)  
  
Distribution Channel:       
  
Institutions$253.8
 $243.4
 $242.9
 4.3 % 0.2 %
Retail177.5
 157.7
 160.6
 12.6
 (1.8)
Private Wealth Management86.7
 78.9
 77.2
 9.8
 2.2
Total$518.0
 $480.0
 $480.7
 7.9
 (0.1)
          
Investment Service: 
  
  
  
  
Equity Actively Managed$125.6
 $109.4
 $113.2
 14.8
 (3.3)
Equity Passively Managed(1)
50.8
 46.5
 49.3
 9.3
 (5.7)
Fixed Income Actively Managed – Taxable236.3
 221.5
 217.7
 6.6
 1.8
Fixed Income Actively Managed – Tax-exempt38.8
 36.3
 32.6
 7.0
 11.1
Fixed Income Passively Managed(1)
10.3
 11.0
 10.1
 (6.4) 8.4
Other(2)
56.2
 55.3
 57.8
 1.7
 (4.3)
Total$518.0
 $480.0
 $480.7
 7.9
 (0.1)
(1)Includes index and enhanced index services.
(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.
38
AllianceBernstein
(1)Includes index and enhanced index services.
(2)Includes certain multi-asset solutions and services and certain alternative investments.
Table of Contents
Part II
During 2017,2023, our Institutional channel average AUM of $253.8$304.6 billion increased $10.4decreased $3.8 billion, or 4.3%1.2%, compared to 2016,2022, while ending AUM increased $19.8 billion, or 6.7%, to $317.1 billion from December 31, 2022. The $19.8 billion increase in AUM resulted primarily from market appreciation of $31.5 billion (with $22.7 billion of market appreciation occurring in the fourth quarter of 2023), partially offset by net outflows of $11.8 billion. During 2022, our Institutional channel average AUM of $308.4 billion decreased $17.3 billion, or 5.3%, compared to 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 2023, our InstitutionalRetail channel average AUM of $262.0 billion decreased $5.8 billion, or 2.1%, compared to 2022, while ending AUM increased $43.9 billion, or 18.1%, to $286.8 billion from December 31, 2022. The $43.9 billion increase in AUM resulted primarily from market appreciation of $40.3 billion (with $26.3 billion of market appreciation occurring in the fourth quarter of 2023) and net inflows of $3.7 billion. During 2022, our Retail channel average AUM of $267.8 billion decreased $23.2 billion, or 8.0%, compared to 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 2023, our Private Wealth Management channel average AUM of $113.7 billion increased $3.4 billion, or 3.0%, compared to 2022, primarily due to this AUM increasing $30.0$15.1 billion, or 12.5%14.1%, to $269.3$121.3 billion over the last twelve months.from December 31, 2022. The $30.0$15.1 billion increase in AUM resulted from market appreciation of $26.4$14.0 billion (with $9.0 billion of market appreciation occurring in the fourth quarter of 2023) and net inflows of $3.6$1.1 billion. During 2016, our Institutional channel average AUM of $243.4 billion increased $0.5 billion, or 0.2%, compared to 2015, primarily due to

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

During 2017, our Retail channel average AUM of $177.5 billion increased $19.8 billion, or 12.6%, compared to 2016, primarily due to our Retail AUM increasing $32.7 billion, or 20.5%, to $192.9 billion over the last twelve months. The $32.7 billion increase in AUM resulted from market appreciation of $23.8 billion and net inflows of $8.9 billion. During 2016, our Retail channel average AUM of $157.7 billion decreased $2.9 billion, or 1.8%, compared to 2015; however, our Retail channel AUM increased $5.8 billion, or 3.8%, to $160.2 billion during 2016. The $5.8 billion increase in AUM for 2016 primarily resulted from market appreciation of $10.5 billion, offset by net outflows of $4.8 billion.
During 2017,2022, our Private Wealth Management channel average AUM of $86.7$110.3 billion increased $7.8decreased $3.8 billion, or 9.8%3.3%, compared to 2016,2021, primarily due to our Private Wealth Managementthis AUM increasing $11.6decreasing $15.4 billion, or 14.2%12.6%, to $92.3$106.2 billion over the last twelve months.from December 31, 2021. The $11.6$15.4 billion increasedecrease in AUM resulted from market appreciationdepreciation of $10.9$17.1 billion, andoffset by net inflows of $0.7$1.7 billion. During 2016, our Private Wealth Management channel average AUM of $78.9 billion increased $1.7 billion, or 2.2%, compared to 2015, primarily due to our Private Wealth Management AUM increasing $3.9 billion, or 5.1%, to $80.7 billion during 2016. The $3.9 billion increase in AUM for 2016 primarily resulted from market appreciation of $3.6 billion and net inflows of $0.4 billion.

Absolute investment composite returns, gross of fees, and relative performance as of December 31, 20172023 compared to benchmarks for certain representative Institutional equity and fixed income services are as follows:
 1-Year
3-Year(1)
5-Year(1)
Income - Hedged (fixed income)
Absolute return9.7 %(0.8 %)3.3 %
Relative return (vs. Bloomberg Barclays Global High Yield Index - Hedged)4.2 2.5 2.0 
High Income (fixed income)
Absolute return15.1 2.3 5.1 
Relative return (vs. Bloomberg Barclays U.S. Aggregate Index)1.4 1.1 0.6 
Global Plus - Hedged (fixed income)
Absolute return7.7 (1.8)1.8 
Relative return (vs. Bloomberg Barclays Global Aggregate Index - Hedged)0.6 0.3 0.4 
Intermediate Municipal Bonds (fixed income)
Absolute return5.6 0.6 2.4 
Relative return (vs. Lipper Short/Int. Blended Muni Fund Avg)0.9 0.7 0.8 
U.S. Strategic Core Plus (fixed income)
Absolute return6.2 (2.9)1.6 
Relative return (vs. Bloomberg Barclays U.S. Aggregate Index)0.6 0.4 0.5 
Emerging Market Debt (fixed income)
Absolute return12.6 (3.5)2.3 
Relative return (vs. JPM EMBI Global/JPM EMBI)2.2 (0.3)0.3 
 1-Year 3-Year 5-Year
      
Global High Income - Hedged (fixed income)     
Absolute return9.2 % 7.0 % 6.3 %
Relative return (vs. Bloomberg Barclays Global High Yield Index - Hedged)0.8
 (0.6) —
U.S. High Yield (fixed income)     
Absolute return7.0
 5.9
 6.1
Relative return (vs. Bloomberg Barclays U.S. Corp. High Yield Index)(0.5) (0.5) 0.3
Global Plus - Hedged (fixed income)     
Absolute return3.7
 3.5
 3.6
Relative return (vs. Bloomberg Barclays Global Aggregate Index - Hedged)0.6
 0.8
 0.5
Intermediate Municipal Bonds (fixed income)     
Absolute return3.6
 2.2
 2.1
Relative return (vs. Lipper Short/Int. Blended Muni Fund Avg)0.6
 0.7
 0.7
U.S. Strategic Core Plus (fixed income)     
Absolute return4.4
 3.3
 3.0
Relative return (vs. Bloomberg Barclays U.S. Aggregate Index)0.8
 1.1
 0.9
Emerging Market Debt (fixed income)     
Absolute return11.0
 7.3
 4.1
Relative return (vs. JPM EMBI Global/JPM EMBI)1.7
 0.4
 0.3
Emerging Markets Value     
Absolute return29.9
 7.8
 3.6
Relative return (vs. MSCI EM Index)(7.4) (1.3) (0.8)
Global Strategic Value     
Absolute return22.4
 9.1
 13.6
Relative return (vs. MSCI ACWI Index)(1.5) (0.2) 2.7
U.S. Small & Mid Cap Value     
Absolute return14.0
 11.0
 15.9
Relative return (vs. Russell 2500 Value Index)3.6
 1.7
 2.7

U.S. Strategic Value     
Absolute return14.6
 6.1
 13.8
Relative return (vs. Russell 1000 Value Index)1.0
 (2.6) (0.2)
U.S. Small Cap Growth     
Absolute return35.9
 13.6
 16.4
Relative return (vs. Russell 2000 Growth Index)13.8
 3.3
 1.2
U.S. Large Cap Growth     
Absolute return33.0
 15.5
 19.7
Relative return (vs. Russell 1000 Growth Index)2.7
 1.8
 2.4
U.S. Small & Mid Cap Growth     
Absolute return33.5
 12.2
 15.5
Relative return (vs. Russell 2500 Growth  Index)9.1
 1.3
 —
Concentrated U.S. Growth     
Absolute return24.6
 10.7
 16.8
Relative return (vs. S&P 500 Index)2.7
 (0.7) 1.0
Select U.S. Equity     
Absolute return23.4
 11.5
 16.0
Relative return (vs. S&P 500 Index)1.5
 0.1
 0.2
Strategic Equities     
Absolute return20.3
 11.1
 15.8
Relative return (vs. Russell 3000 Index)(0.8) —
 0.2
Global Core Equity     
Absolute return26.3
 10.6
 12.4
Relative return (vs. MSCI ACWI Index)2.4
 1.3
 1.6

2023 Annual Report39
Table of Contents
Part II
 1-Year
3-Year(1)
5-Year(1)
Sustainable Global Thematic
Absolute return17.0 2.1 14.5 
Relative return (vs. MSCI ACWI Index)(5.2)(3.6)2.7 
International Strategic Core Equity
Absolute return16.6 3.6 7.3 
Relative return (vs. MSCI EAFE Index)(1.6)(0.4)(0.9)
U.S. Small & Mid Cap Value
Absolute return18.0 11.1 11.7 
Relative return (vs. Russell 2500 Value Index)2.0 2.3 0.9 
U.S. Strategic Value
Absolute return19.7 13.0 12.2 
Relative return (vs. Russell 1000 Value Index)8.2 4.1 1.2 
U.S. Small Cap Growth
Absolute return19.1 (6.7)11.6 
Relative return (vs. Russell 2000 Growth Index)0.5 (3.2)2.4 
U.S. Large Cap Growth
Absolute return35.8 8.0 18.2 
Relative return (vs. Russell 1000 Growth Index)(6.8)(0.9)(1.3)
U.S. Small & Mid Cap Growth
Absolute return19.7 (4.8)11.9 
Relative return (vs. Russell 2500 Growth Index)0.8 (2.1)(0.5)
Concentrated U.S. Growth
Absolute return19.4 6.6 15.7 
Relative return (vs. S&P 500 Index)(6.9)(3.4)— 
Select U.S. Equity
Absolute return20.1 11.1 15.8 
Relative return (vs. S&P 500 Index)(6.2)1.1 0.1 
Strategic Equities
Absolute return25.8 9.5 15.0 
Relative return (vs. Russell 3000 Index)(0.2)0.9 (0.2)
Global Core Equity
Absolute return21.0 5.1 10.7 
Relative return (vs. MSCI ACWI Index)(1.2)(0.6)(1.0)
U.S. Strategic Core Equity
Absolute return21.1 11.2 14.5 
Relative return (vs. S&P 500 Index)(5.2)1.2 (1.2)
Select U.S. Equity Long/Short
Absolute return12.6 7.1 10.3 
Relative return (vs. S&P 500 Index)(13.6)(2.9)(5.4)
Global Strategic Core Equity
Absolute return20.3 11.1 13.0 
Relative return (vs. S&P 500 Index)(4.0)1.7 (0.9)
(1)Reflects annualized returns.
40AllianceBernstein
Table of Contents
Part II
Consolidated Results of Operations
 Years Ended December 31% Change
 2023202220212023-222022-21
 (in thousands, except per unit amounts)  
Net revenues$4,155,323 $4,054,290 $4,441,602 2.5 %(8.7 %)
Expenses3,337,653 3,239,194 3,225,140 3.0 0.4 
Operating income817,670 815,096 1,216,462 0.3 (33.0)
Income taxes29,051 39,639 62,728 (26.7)(36.8)
Net income788,619 775,457 1,153,734 1.7 (32.8)
Net income (loss) of consolidated entities attributable to non-controlling interests24,009 (56,356)5,111 n/mn/m
Net income attributable to AB Unitholders$764,610 $831,813 $1,148,623 (8.1)(27.6)
Diluted net income per AB Unit$2.65 $3.01 $4.18 (12.0)(28.0)
Distributions per AB Unit$3.00 $3.26 $4.19 (8.0)(22.2)
Operating margin(1)
19.1 %21.5 %27.3 %  
 Years Ended December 31, % Change
 2017 2016 2015 2017-16 2016-15
 (in thousands, except per unit amounts)  
  
Net revenues$3,298,521
 $3,028,779
 $3,020,727
 8.9 % 0.3 %
Expenses2,524,611
 2,305,614
 2,389,628
 9.5
 (3.5)
Operating income773,910
 723,165
 631,099
 7.0
 14.6
Income taxes53,110
 28,319
 44,797
 87.5
 (36.8)
Net income720,800
 694,846
 586,302
 3.7
 18.5
Net income of consolidated entities attributable to non-controlling interests58,397
 21,488
 6,375
 171.8
 237.1
Net income attributable to AB Unitholders$662,403
 $673,358
 $579,927
 (1.6) 16.1
Diluted net income per AB Unit$2.45
 $2.47
 $2.10
 (0.8) 17.6
Distributions per AB Unit$2.57
 $2.15
 $2.11
 19.5
 1.9
Operating margin(1)
21.7% 23.2% 20.7%  
  
(1)Operating income excluding net income (loss) attributable to non-controlling interests as a percentage of net revenues.

(1)Operating income excluding net income (loss) attributable to non-controlling interests as a percentage of net revenues.
Net income attributable to AB Unitholders for the year ended December 31, 20172023 decreased $11.0$67.2 million from the year ended December 31, 2016.2022. The decrease primarily is due to (in millions):
Higher employee compensation and benefits$(102.5)
Higher net gains of consolidated entities attributable to non-controlling interest(80.4)
Higher interest on borrowings(36.5)
Lower Bernstein Research Services revenue(30.1)
Lower distribution revenues(20.9)
Higher amortization of intangible assets(20.3)
Higher contingent payment arrangements(16.3)
Higher investment gains116.6 
Lower general and administrative expenses60.1 
Higher net dividend and interest income35.2 
Lower promotion and servicing expenses17.1 
Lower income taxes10.6 
Other0.2 
$(67.2)
Higher employee compensation and benefits$(83.7)
Higher other general and administrative expenses(55.3)
Higher net income of consolidated entities attributable to non-controlling interest(36.9)
Higher promotion and servicing expenses(35.4)
Lower Bernstein Research Services revenue(30.0)
Higher income tax expenses(24.8)
Lower adjustments to contingent payment arrangements(20.5)
Higher real estate charges(19.0)
Higher base advisory fees204.9
Higher performance-based fees62.0
Higher distribution revenues27.7
 $(11.0)

2023 Annual Report41
Table of Contents
Part II
Net income attributable to AB Unitholders for the year ended December 31, 2016 increased $93.42022 decreased $316.8 million from the year ended December 31, 2015.2021. The increasedecrease primarily was due to (in millions):
Lower base advisory fees$(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 expenses60.1 
Higher net loss of consolidated entities attributable to non-controlling interest61.5 
Lower employee compensation and benefits49.4 
Other4.2 
$(316.8)
Higher investment gains$89.8
Lower employee compensation and benefits38.2
Lower income taxes16.5
Lower other promotion and servicing expenses14.9
Lower estimates for contingent payment arrangements14.8
Higher performance-based fees9.0
Lower other general and administrative expenses5.5
Lower base advisory fees(49.4)
Higher real estate charges(16.7)
Higher net income of consolidated entities attributable to non-controlling interests(15.1)
Lower Bernstein Research Services revenue(13.6)
Other(0.5)
 $93.4
Units Outstanding
Revenue Recognition

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

Real Estate Charges

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

During 2015, we recorded pre-tax real estate charges of $1.0 million, resulting from a change in estimates related to previously recorded real estate charges.
During 2016, we recorded pre-tax real estate charges of $17.7 million, resulting from new charges of $22.8 million relating to the further consolidation of office space at our New York offices, offset by changes in estimates related to previously recorded real estate charges of $5.1 million, which reflected the shortening of the lease term of our corporate headquarters from 2029 to 2024.
During 2017, we recorded pre-tax real estate charges of $36.7 million, resulting from new charges of $40.2 million primarily relating to the further consolidation of office space at our New York offices, offset by changes in estimates pertaining to previously recorded real estate charges of $3.5 million.
Units Outstanding
Each quarter, we consider whether to implement a plan to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). A plan of this type allows a company to repurchase its shares at times when it otherwise might be prevented from doing so because of self-imposed trading blackout periods or because it possesses material non-public information. Each broker we select has the authority under the terms and limitations specified in the plan to repurchase AB Holding Units on our behalf in accordance with the terms ofand limitations specified in the plan. Repurchases are

subject to regulations promulgated by the SEC, as well as certain price, market volume and timing constraints specified in the plan. TheThere was no plan adopted during the fourth quarter of 2017 expired at the close of business on February 12, 2018.2023. We may adopt additional plans in the future to engage in open-market purchases of AB Holding Units to help fund anticipated obligations under our incentive compensation award program and for other corporate purposes.
Cash Distributions
We are required to distribute all of our Available Cash Flow, as defined in the AB Partnership Agreement, to our Unitholders and the General Partner. Available Cash Flow typically is the adjusted diluted net income per unit for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter. In future periods, management anticipates that Available Cash Flow will continue to be based on adjusted diluted net income per unit, unless management determines, with concurrence of the Board of Directors, that one or more adjustments that are made for adjusted net income should not be made with respect to the Available Cash Flow calculation. See Note 2 to our consolidated financial statements contained in Item 8 for a description of Available Cash Flow.
Management Operating Metrics
We are providing the non-GAAP measures “adjusted net revenues”,revenues,” “adjusted operating income” and “adjusted operating margin” because they are the principal operating metrics management uses in evaluating and comparing period-to-period operating performance. Management principally uses these metrics in evaluating performance because they present a clearer picture of our operating performance and allow management to see long-term trends without the distortion primarily caused by long-term incentive compensation-related mark-to-market adjustments, real estate consolidation chargesacquisition-related expenses, interest expense 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.

 Years Ended December 31,
 2017 2016 2015
 (in thousands)
Net revenues, US GAAP basis$3,298,521
 $3,028,779
 $3,020,727
Adjustments: 
  
  
Long-term incentive compensation-related investment losses (gains)(7,937) (1,175) 1,903
Long-term incentive compensation-related dividends and interest(1,954) (1,647) (1,938)
Distribution-related payments(420,350) (371,607) (393,033)
Amortization of deferred sales commissions(31,886) (41,066) (49,145)
Pass-through fees and expenses(40,531) (43,808) (47,479)
  Gain on sale of investment carried at cost—
 (75,273) —
  Gain on sale of software technology(4,592) —
 —
90% of consolidated venture capital fund investment (gains)(9,558) (11,575) (7,117)
  Impact of consolidated company-sponsored funds(77,697) (13,314) —
Adjusted net revenues$2,704,016
 $2,469,314
 $2,523,918
      
Operating income, US GAAP basis$773,910
 $723,165
 $631,099
Adjustments: 
  
  
Long-term incentive compensation-related items709
 720
 131
Gain on sale of investment carried at cost—
 (75,273) —
Gain on sale of software technology(4,592) —
 —
Real estate charges36,669
 17,704
 998
Acquisition-related expenses2,012
 1,057
 —
Contingent payment arrangements(193) (21,483) (7,212)
Sub-total of non-GAAP adjustments34,605
 (77,275) (6,083)
Less: Net income of consolidated entities attributable to non-controlling interests58,397
 21,488
 6,375
Adjusted operating income750,118
 624,402
 618,641
Adjusted income taxes56,709
 44,559
 44,365
Adjusted net income$693,409
 $579,843
 $574,276
      
Diluted net income per AB Unit, GAAP basis2.45
 2.47
 2.10
Impact of non-GAAP adjustments0.12
 (0.34) (0.02)
Adjusted diluted net income per AB Unit$2.57
 $2.13
 $2.08
      
Adjusted operating margin27.7% 25.3% 24.5%
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Years Ended December 31
202320222021
(in thousands)
Net revenues, US GAAP basis$4,155,323 $4,054,290 $4,441,602 
Adjustments:
Distribution-related adjustments:
Distribution revenues(586,263)(607,195)(652,240)
Investment advisory services fees(60,919)(57,139)(90,242)
Pass-through adjustments:
Investment advisory services fees(62,538)(65,116)(40,628)
Other revenues(34,910)(38,959)(37,209)
Impact of consolidated company-sponsored funds(25,123)57,436 (6,933)
Incentive compensation-related items(13,621)(7,083)(6,694)
Write-down of investment— — 1,880 
Adjusted net revenues$3,371,949 $3,336,234 $3,609,536 
Operating income, US GAAP basis$817,670 $815,096 $1,216,462 
Adjustments:
Real estate(825)(825)(3,162)
Incentive compensation-related items5,192 3,461 687 
EQH award compensation727 606 940 
Write-down of investment— — 1,880 
Acquisition-related expenses98,070 72,503 2,614 
Sub-total of non-GAAP adjustments before interest on borrowings103,164 75,745 2,959 
Interest on borrowings1
54,394 17,906 5,145 
Subtotal of non-GAAP adjustments157,558 93,651 8,104 
Less: Net income (loss) of consolidated entities attributable to non-controlling interests24,009 (56,356)5,111 
Adjusted operating income1
951,219 965,103 1,219,455 
Less: Interest on borrowings54,394 17,906 5,145 
Adjusted pre-tax income896,825 947,197 1,214,310 
Less: Adjusted income taxes31,837 46,034 62,658 
Adjusted net income$864,988 $901,163 $1,151,652 
Diluted net income per AB Unit, GAAP basis$2.65 $3.01 $4.18 
Impact of non-GAAP adjustments0.35 0.25 0.02 
Adjusted diluted net income per AB Unit$3.00 $3.26 $4.20 
Operating margin, GAAP basis19.1 %21.5 %27.3 %
Impact of non-GAAP adjustments9.1 7.4 6.5 
Adjusted operating margin28.2 %28.9 %33.8 %
1During the second quarter of 2023, we revised adjusted operating income to exclude interest on borrowings in order to align with our industry peer group. We have recast prior periods presentation to align with the current period presentation.
Adjusted operating income for the year ended December 31, 2017 increased $125.72023 decreased $13.9 million, or 20.1%1.4%, from the year ended December 31, 2016,2022, primarily due to higher investment advisory base fees of $207.9 million and higher performance-based fees of $72.4 million, offset by higher employee compensation expenses (excluding the impactand benefits expense of long-term incentive compensation-related items) of $76.7 million, higher general and administrative expenses of $32.2$39.3 million, lower Bernstein Research Services revenue of $30.0$30.1 million, lower investment advisory base fees of $25.1 million and higher net distributiongeneral and administrative expenses of $12.0$6.2 million, partially offset by higher net dividend and interest income of $51.6 million and higher performance-based fees of $35.5 million.
Adjusted operating income for the year ended December 31, 2016 increased $5.82022 decreased $254.4 million, or 0.9%20.9%, from the year ended December 31, 2015,2021, primarily due to lower employee compensation expense (excluding the impact of long-term incentive compensation-related items) of $42.1 million, lower promotion and servicing expenses of $14.1 million, higher performance-based fees of $9.1$130.9 million, and lower general and administrative expenses of $6.9 million, offset by lower investment advisory base fees of $46.4$99.1 million, lower Bernstein Research Services revenue of $13.6$35.7 million and higher net distributiongeneral and administrative expenses of $13.1$32.3 million, partially offset by lower employee compensation and benefits expense of $58.4 million.

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Adjusted Net Revenues
Adjusted netNet Revenue, as adjusted, is reduced to exclude all of the company's distribution revenues, exclude investment gains and losses and dividends and interestwhich are recorded as a separate line item on employee long-term incentive compensation-related investments. In addition, adjusted net revenues offset distribution-related payments to third partiesthe consolidated statement of income, as well as amortizationa portion of deferred sales commissions againstinvestment advisory services fees received that is used to pay distribution revenues.and servicing costs. For certain products, based on the distinct arrangements, certain distribution fees are collected by us and passed through to third-party client intermediaries, while for certain other products, we collect investment advisory services fees and a portion is passed through to third-party client intermediaries. In both arrangements, the third-party client intermediary owns the relationship with the client and is responsible for performing services and distributing the product to the client on our behalf. We believe offsetting netdistribution revenues by distribution-related paymentsand 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 whothat perform functions on behalf of our sponsored mutual funds and/or shareholders of these funds. We offsetDistribution-related adjustments fluctuate each period based on the type of investment products sold, as well as the average AUM over the period. Also, we adjust distribution revenues for the amortization of deferred sales commissions against net revenues because suchas these costs, over time, essentiallywill offset our distributionsuch revenues.
We also exclude additional pass-through expenses we incur (primarilyadjust investment advisory and services fees and other revenues for pass through costs, primarily related to our transfer agency) that are reimbursedagent and recorded asshareholder servicing fees. Also, we adjust for certain performance-based fees in revenues.passed through to our investment advisors. These fees do not affect operating income, but they do affect our operating margin. Asas such, we exclude these fees from adjusted net revenues.
We adjust for the revenue impact of consolidating company-sponsored investment funds by eliminating the consolidated company-sponsored investment funds' revenues and including AB's fees from such consolidated company-sponsored investment funds and AB's investment gains and losses on its investments in such consolidated company-sponsored investment funds that were eliminated in consolidation. In addition, in 2017 we excluded a cumulative realized gain of $4.6 million on the exchange of software technology for an ownership stake in a third party provider of financial market data and trading tools and in 2016 we excluded a realized gain of $75.3 million resulting from the liquidation of an investment in Jasper Wireless Technologies, Inc. ("Jasper"), which was acquired by Cisco Systems, Inc., because these transactions are not part of our core operating results. Lastly, we
Adjusted net revenues exclude 90% of the 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 our consolidated venture capital fund attributable2021, we wrote down an equity method investment; this write-down brought the investment balance to non-controlling interests.zero.
Adjusted Operating Income
Adjusted operating income represents operating income on a US GAAP basis excluding (1) real estate charges (credits), (2) the impact on net revenues and compensation expense of the investment gains and losses (as well as the dividends and interest) associated with employee long-term incentive compensation-related investments, (2) the gain on the sale of our investment in Jasper in 2016, (3) the gain onequity compensation paid by EQH to certain AB executives, as discussed below, (4) the salewrite-down of software technology during 2017, (4) real estate charges,investments (discussed immediately above), (5) acquisition-related expenses, (6) adjustments to contingent payment arrangements,interest on borrowings and (7) the impact of consolidated company-sponsored investment funds.
Real estate charges (credits) incurred during the fourth quarter of 2019 through the fourth quarter of 2020, while excluded in the period in which the charges (credits) 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 employee long-term incentive compensation awards that were notionally invested in AB investment services and generally vested over a period of four years. AB economically hedged the exposure to market movements by purchasing and holding these investments on its balance sheet. All such investments had vested as of year-end 2012 and the investments have been delivered to the participants, except for those investments with respect to which the participant elected a long-term deferral. Fluctuation in the value of these investments, which also impacts compensation expense, is recorded within investment gains and losses on the income statement and also impacts compensation expense.statement. Management believes it is useful to reflect the offset achieved from economically hedging the market exposure of these investments in the calculation of adjusted operating income and adjusted operating margin. The non-GAAP measures exclude gains and losses and dividends and interest on employee long-term incentive compensation-related investments included in revenues and compensation expense.
A realized gainThe board of directors of EQH granted to Seth Bernstein, our CEO, equity awards in connection with EQH's IPO. Additionally, equity awards were granted to Mr. Bernstein and other AB executivesfor their membership on the liquidationEQH Management Committee. These individuals may receive additional equity or cash compensation from EQH in the future related to their service on the Management Committee. Any awards granted to 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 Jasper investment during 2016 hasnon-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-down of investments discussed above in Adjusted Net Revenues have been excluded due to itstheir non-recurring nature and because it isthey are not part of our core operating results.
A realized gain on the exchange of software technology for an ownership stake in a third party company during 2017 has been excluded due to its non-recurring nature and because it is not part of our core operating results.

Real estate charges have been excluded because they are not considered part of our core operating results when comparing financial results from period to period and to industry peers.
Acquisition-related expenses have been excluded because they are not considered part of our core operating results when comparing financial results from period to period and to industry peers. 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 2023, 2022 and 2021, acquisition related expenses included an intangible asset impairment charge of zero, $5.6 million and $1.0 million, respectively, related to various historical acquisitions.
The recording of changes in estimates of the contingent consideration payable with respect to contingent payment arrangements associated with our acquisitions are not considered part of our core operating results and, accordingly, have been excluded. During 2023, we recorded an expense of $28.4 million due to a change in estimate related to the contingent consideration associated with the acquisition of Autonomous LLC in 2019. The change in estimate was based upon better than expected revenues during the 2023 performance evaluation period. We recorded $14.1 million as contingent payment arrangement expense and $14.3 million as compensation and benefits expense in the condensed consolidated statement of income. The charges to compensation and benefits expense are due to certain service conditions and special awards included in the acquisition agreement.
We adjust operating income to exclude interest on borrowings in order to align with our industry peer group.
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
 2023202220212023-222022-21
 (in thousands)  
Investment advisory and services fees:  
Institutions:  
Base fees$612,341 $581,987 $540,478 5.2 %7.7 %
Performance-based fees53,702 77,299 45,580 (30.5)69.6 
 666,043 659,286 586,058 1.0 12.5 
Retail:
Base fees1,275,914 1,321,645 1,442,178 (3.5)(8.4)
Performance-based fees197 1,564 50,669 (87.4)(96.9)
 1,276,111 1,323,209 1,492,847 (3.6)(11.4)
Private Wealth Management:
Base fees942,302 922,159 966,749 2.2 (4.6)
Performance-based fees91,012 66,384 148,870 37.1 (55.4)
 1,033,314 988,543 1,115,619 4.5 (11.4)
Total:
Base fees2,830,557 2,825,791 2,949,405 0.2 (4.2)
Performance-based fees144,911 145,247 245,119 (0.2)(40.7)
 2,975,468 2,971,038 3,194,524 0.1 (7.0)
Bernstein Research Services386,142 416,273 452,017 (7.2)(7.9)
Distribution revenues586,263 607,195 652,240 (3.4)(6.9)
Dividend and interest income199,443 123,091 38,734 62.0 n/m
Investment gains (losses)14,206 (102,413)(636)n/mn/m
Other revenues101,342 105,544 108,409 (4.0)(2.6)
Total revenues4,262,864 4,120,728 4,445,288 3.4 (7.3)
Less: broker-dealer related interest expense107,541 66,438 3,686 61.9 n/m
Net revenues$4,155,323 $4,054,290 $4,441,602 2.5 %(8.7 %)
 Years Ended December 31, % Change
 2017 2016 2015 2017-16 2016-15
 (in thousands)  
  
Investment advisory and services fees:       
  
Institutions:       
  
Base fees$429,541
 $403,503
 $421,964
 6.5 % (4.4)%
Performance-based fees45,159
 17,394
 12,496
 159.6
 39.2
 474,700
 420,897
 434,460
 12.8
 (3.1)
Retail: 
  
  
    
Base fees922,510
 805,621
 847,246
 14.5
 (4.9)
Performance-based fees24,216
 3,333
 8,807
 626.6
 (62.2)
 946,726
 808,954
 856,053
 17.0
 (5.5)
Private Wealth Management: 
  
  
    
Base fees753,569
 691,595
 680,881
 9.0
 1.6
Performance-based fees25,405
 12,025
 2,443
 111.3
 392.2
 778,974
 703,620
 683,324
 10.7
 3.0
Total: 
  
  
    
Base fees2,105,620
 1,900,719
 1,950,091
 10.8
 (2.5)
Performance-based fees94,780
 32,752
 23,746
 189.4
 37.9
 2,200,400
 1,933,471
 1,973,837
 13.8
 (2.0)
Bernstein Research Services449,919
 479,875
 493,463
 (6.2) (2.8)
Distribution revenues412,063
 384,405
 427,156
 7.2
 (10.0)
Dividend and interest income71,162
 46,939
 24,872
 51.6
 88.7
Investment gains (losses)92,102
 93,353
 3,551
 (1.3) n/m
Other revenues98,040
 99,859
 101,169
 (1.8) (1.3)
Total revenues3,323,686
 3,037,902
 3,024,048
 9.4
 0.5
Less: Interest expense25,165
 9,123
 3,321
 175.8
 174.7
Net revenues$3,298,521
 $3,028,779
 $3,020,727
 8.9
 0.3
Investment Advisory and Services Fees
Investment advisory and services fees are the largest component of our revenues. These fees generally are calculated as a percentage of the value of AUM as of a specified date, or as a percentage of the value of average AUM for the applicable billing period, and vary with the type of investment service, the size of account and the total amount of assets we manage for a particular client. Accordingly, fee income generally increases or decreases as AUM increase or decrease and is affected by market appreciation or depreciation, the addition of new client accounts or client contributions of additional assets to existing accounts, withdrawals of assets from and termination of client accounts, purchases and redemptions of mutual fund shares,

shifts of assets between accounts or products with different fee structures, and acquisitions. Our average basis points realized (investment advisory and services fees divided by average AUM) generally approximate 4030 to 110105 basis points for actively-managedactively managed equity services, 10 to 7565 basis points for actively-managed fixed income services and 21 to 2050 basis points for passively-managedpassively managed services. Average basis points realized for other services could range from 53 basis points for certain Institutional asset allocationthird party managed services to over 100190 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 evaluation of assets versus liabilities or any other methodology that is validated and approved by our Valuation Committee and sub-committee (the "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 thewhich oversees a consistent framework of 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 tois overseen by the Valuation Committee and is responsible for overseeingmanaging the pricing process for all investments.
We sometimes charge our clients performance-based fees. In these situations, we charge a base advisory fee and are eligible to earn an additional performance-based fee or incentive allocation that is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. Some performance-based fees include a high-watermark provision, which generally provides that if a client account underperforms relative to its performance target (whether absolute or relative to a specified benchmark), it must gain back such underperformance before we can collect future performance-based fees. Therefore, if we fail to achieve our performance target for a particular period, we will not earn a performance-based fee for that period and, for accounts with a high-watermark provision, our ability to earn future performance-based fees will be impaired. We are eligible to earn performance-based fees on 7.1%9.3%, 4.1%8.3% and 0.7%0.4% of the assets we manage for institutional clients, private wealth clients and retail clients, respectively (in total, 4.4%5.6% of our AUM).
During 2016 and 2017, we received carried interest distributions of $77.8 million, as general partner of our real estate fund. In accordance with our current revenue recognition policies, we did not recognize these carried interest distributions as performance-based fee revenues, instead recording a deferred revenue liability, because the distributions are subject to claw-back provisions. In addition, we have revenue-sharing arrangements whereby certain employees are entitled to a share of carried interest proceeds distributed by certain funds, including the real estate fund. As such, we distributed $42.7 million of these carried interest proceeds to certain real estate fund employees. We have recorded this payment, which, like our carried interest distribution, is subject to claw-back provisions, as an advance to employees and will recognize it as compensation expense in the period in which the applicable revenue is recognized. Currently, we expect the net effect of these items to be included in the cumulative effect of initial adoption of ASU 2014-09 as of January 1, 2018. See Revenue Recognition previously discussed.
Our investment advisory and services fees increased by $266.9$4.4 million, or 13.8%0.1%, in 2017, primarily2023, due to a $204.9$4.8 million, or 10.8%0.2%, increase in base fees, which primarily resulted fromoffset by a 7.9%$0.3 million decrease in performance-based fees. The increase in average AUM and the impact of abase fees is primarily due to slight shift in distribution channelproduct mix from Institutions to Retail and Private Wealth Management. Also, performance-basedalternatives, which generally earn higher fees, increasedpartially offset by $62.0 million.a 0.9% decrease in average AUM. Our investment advisory and services fees decreased by $40.4$223.5 million, or 2.0%7.0%, in 2016, primarily2022, due to a $49.4$123.6 million, or 2.5%4.2%, decrease in base fees which primarily resulted from the impact ofand a shift in product mix from active equity products to active fixed income products, which generally have lower fees. However, our performance-based fees increased $9.0$99.9 million from the prior year.

Institutional investment advisory and services fees increased $53.8 million, or 12.8%, in 2017, primarily due to an increase in base fees of $26.0 million, or 6.5%, primarily resulting from a 4.3% increase in average AUM and the impact of a shift in product mix to active equities, which generally have higher fees. In addition, performance-based fees increased by $27.8 million. Institutional investment advisory and services fees decreased $13.6 million, or 3.1%, in 2016, primarily due to an $18.5 million, or 4.4%, decrease in base fees. The decrease in base fees resulted from a shift in product mix from active equities to active fixed income products, which generally have lower fees. However, performance-based fees increased $4.9 million from the prior year.

Retail investment advisory and services fees increased $137.8 million, or 17.0%, in 2017, primarily due to an increase in base fees of $116.9 million, or 14.5%, primarily resulting from a 12.6% increase in average AUM and higher fee rate realization. In addition, performance-based fees increased by $20.9 million. Retail investment advisory and services fees decreased $47.1 million, or 5.5%, in 2016, primarily due to a $41.6 million, or 4.9%, decrease in base fees. The decrease in base fees was primarily due to a 6.1% decrease in average AUM, of 1.8% and the impact ofpartially offset by a shiftslight increase in product mix from non-U.S. global fixed income mutual funds, non-U.S. global equity mutual funds and other productsour portfolio fee rate.
Performance-based fees decreased $0.3 million, or 0.2%, in 2023, primarily due to U.S. tax-exempt mutual funds, which generally have lower fees. Additionally, performance-based fees earned on U.S. Real Estate fund and Emerging Markets Opportunistic Credit fund, partially offset by higher performance-based fees earned on Private Credit fund, Global Opportunistic Credit fund, Global Multi-Strategy fund and Securitized Assets fund. Performance-based fees decreased $5.5$99.9 million, from the prior year.or 40.7%, in 2022, primarily due to 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 higher U.S. Real Estate fund fees.

Institutional base fees increased $30.4 million, or 5.2%, in 2023, primarily due to a higher portfolio fee rate, partially offset by a 1.2% decrease in average AUM. Retail base fees decreased $45.7 million, or 3.5%, in 2023, primarily due to a 2.1% decrease in average AUM. Private Wealth Management investment advisory and servicesbase fees increased by $75.4$20.1 million, or 10.7%2.2%, in 2017,2023, primarily due to an increase in base fees of $62.0 million, or 9.0%, primarily resulting from a 9.8%3.0% increase in average AUM. In addition, performance-basedInstitutional base fees increased $13.4 million. Private Wealth Management investment advisory and services fees increased $20.3$41.5 million, or 3.0%7.7%, in 2016,2022, primarily due to a higher portfolio fee rate, partially offset by a 5.3% decrease in average AUM. Retail base fees decreased $120.5 million, or 8.4%, in 2022, primarily due to an increase8.0% decrease in average AUM. Private Wealth base fees of $10.7decreased $44.6 million, or 1.6%4.6%, resulting fromin 2022, primarily due to a 2.2% increase3.3% decrease in average AUM and a $9.6 million increase in performance-based 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 decreased $30.0$30.1 million, or 6.2%7.2%, in 2017.2023. The decrease was primarily driven by a decline in clientsignificantly lower global customer trading activity indue to the U.S. and a volume mix shift to electronic trading in Europe. The decrease was partially offset by increased client activity in Asia and a weaker U.S. dollar year-over-year. prevailing macro-economic environment.
Revenues from Bernstein Research Services decreased $13.6$35.7 million, or 2.8%7.9%, in 2016, as a result of2022. The decrease was driven by significantly lower market values and volumescustomer trading activity in Europe and Asia and the discontinuation of our Equity Capital Market services.due to local market conditions.
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.
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Distribution revenues increased $27.7decreased $20.9 million, or 7.2%3.4%, in 2017,2023, primarily due to a shift in product mix from mutual funds with higher distribution rates to mutual funds with lower distribution rates, as well as a 1.4% decrease in the corresponding average AUM of these mutual funds. Distribution revenues decreased $45.0 million, or 6.9%, in 2022, primarily due to the corresponding average AUM of these mutual funds increasing 11.2%decreasing 12.4%, partially offset by the impact of a shift in product mix. During 2017, average AUM of A-sharemix from mutual funds (which havewith lower distribution fee rates than B-share and C-share mutual funds) increased 21.5%, while average AUM of B-share and C-shareto mutual funds decreased by 13.5%. Distribution revenues decreased $42.8 million, or 10.0%, in 2016, while the corresponding average AUM of these mutual funds decreased 8.0%.with higher 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 net ofincreased $76.4 million, or 62.0%, in 2023, primarily due to higher interest earned on customer margin balances and higher interest earned on U.S. Treasury Bills. Interest expense increased $8.2$41.1 million or 21.6%, in 2017,2023, due to higher interest paid 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. Dividend and interest income, net of interestInterest expense increased $16.3$62.8 million, or 75.5%, in 2016, primarily2022, due to the dividends related to our consolidated company-sponsored investment fundshigher interest paid on cash balances in customers' brokerage accounts.
48AllianceBernstein
Table of $10.2 million and higher mutual fund dividends of $3.4 million.Contents
Part II
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.

Investment gains (losses) are as follows:
 Years Ended December 31
 202320222021
 (in thousands)
Long-term incentive compensation-related investments:
Realized gains$6,573 $1,345 $2,213 
Unrealized (losses) gains(1,707)(10,626)2,446 
Investments held by consolidated company-sponsored investment funds:
Realized (losses)(32,125)(46,293)(2,341)
Unrealized gains (losses)48,350 (73,194)(1,882)
Seed capital investments: 
Realized (losses) gains 
Seed capital and other(34)17,272 20,263 
Derivatives(7,588)41,236 (22,313)
Unrealized gains (losses) 
Seed capital and other10,099 (31,261)(6,907)
Derivatives(8,717)(177)8,992 
Brokerage-related investments: 
Realized (losses)(203)(1,384)(829)
Unrealized (losses) gains(442)669 (278)
 $14,206 $(102,413)$(636)
 Years Ended December 31,
 2017 2016 2015
 (in thousands)
Long-term incentive compensation-related investments     
Realized gains (losses)$2,214
 $1,463
 $3,687
Unrealized gains (losses)5,723
 (288) (5,589)
      
Consolidated private equity fund investments     
Realized gains (losses)     
Non-public investments—
 —
 1,983
Public securities—
 —
 (5,500)
Unrealized gains (losses) 
  
  
Non-public investments—
 —
 1,396
Public securities—
 —
 10,028
      
Investments held by consolidated company-sponsored investment funds     
  Realized gains (losses)59,669
 (8,482) —
  Unrealized gains (losses)36,340
 28,437
 —
      
Seed capital investments 
  
  
Realized gains (losses) 
  
  
Seed capital24,822
 67,778
 23,007
Derivatives(22,395) (15,207) 11,448
Unrealized gains (losses) 
  
  
Seed capital(9,713) 24,976
 (34,830)
Derivatives(1,478) (311) 3,724
      
Brokerage-related investments 
  
  
Realized gains (losses)(2,796) (5,057) (5,653)
Unrealized gains (losses)(284) 44
 (150)
 $92,102
 $93,353
 $3,551
During 2017, we realized a gain of $4.6 million (included in realized gains of seed capital investments in table above) on the exchange of software technology for an ownership stake in a third party provider of financial market data and trading tools.
During the first quarter of 2016, we sold our investment in Jasper, a company in which we owned a 7.6% equity interest. We expect to receive a total of $85.5 million in cash, subject to final transaction costs and working capital adjustments. During March 2016, the transaction closed and we received $74.8 million in cash, recorded a $10.7 million receivable (of which we have received $10.2 million as of December 31, 2017) for the balance retained in escrow for 18 months and recorded an investment gain of $75.3 million (included in realized gains of seed capital investments in table above).
Other Revenues
Other revenues consist of fees earned for transfer agency services provided to company-sponsored mutual funds, fees earned for administration and recordkeeping services provided to company-sponsored mutual funds and the general accountsGeneral Accounts of AXAEQH and its subsidiaries, and other miscellaneous revenues. Other revenues decreased $1.8$4.2 million, or 1.8%4.0%, in 2017,2023, primarily due to lower shareholder servicing fees partlyand lower brokerage income, partially offset by higher mutual fund reimbursements. Other revenues decreased $1.3$2.9 million, or 1.3%2.6%, in 2016,2022, primarily due to lower shareholder servicing fees.

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Expenses
The components of expenses are as follows:
 Years Ended December 31% Change
 2023202220212023-222022-21
 (in thousands)  
Employee compensation and benefits1,769,153 $1,666,636 $1,716,013 6.2 %(2.9 %)
Promotion and servicing:     
Distribution-related payments610,368 629,572 708,117 (3.1)(11.1)
Amortization of deferred sales commissions36,817 34,762 34,364 5.9 1.2 
Trade execution, marketing, T&E and other215,643 215,556 197,486 — 9.2 
 862,828 879,890 939,967 (1.9)(6.4)
General and administrative581,571 641,635 555,608 (9.4)15.5 
Contingent payment arrangements22,853 6,563 2,710 n/m142.2 
Interest on borrowings54,394 17,906 5,145 n/mn/m
Amortization of intangible assets46,854 26,564 5,697 76.4 n/m
Total$3,337,653 $3,239,194 $3,225,140 3.0 %0.4 %
 Years Ended December 31, % Change
 2017 2016 2015 2017-16 2016-15
 (in thousands)  
  
Employee compensation and benefits$1,313,469
 $1,229,721
 $1,267,926
 6.8 % (3.0)%
Promotion and servicing: 
  
  
  
  
Distribution-related payments420,350
 371,607
 393,033
 13.1
 (5.5)
Amortization of deferred sales commissions31,886
 41,066
 49,145
 (22.4) (16.4)
Trade execution, marketing, T&E and other204,392
 208,538
 223,415
 (2.0) (6.7)
 656,628
 621,211
 665,593
 5.7
 (6.7)
General and administrative: 
  
  
  
  
General and administrative481,488
 426,147
 431,635
 13.0
 (1.3)
Real estate charges36,669
 17,704
 998
 107.1
 n/m
 518,157
 443,851
 432,633
 16.7
 2.6
Contingent payment arrangements267
 (20,245) (5,441) n/m
 272.1
Interest8,194
 4,765
 3,119
 72.0
 52.8
Amortization of intangible assets27,896
 26,311
 25,798
 6.0
 2.0
Total$2,524,611
 $2,305,614
 $2,389,628
 9.5
 (3.5)
Employee Compensation and Benefits
Employee compensation and benefits consist of base compensation (including salaries and severance), annual short-term incentive compensation awards (cash bonuses), annual long-term incentive compensation awards, commissions, fringe benefits and other employment costs (including recruitment, training, temporary help and meals).
Compensation expense as a percentage of net revenues was 39.8%42.6%, 40.6%41.1% and 42.0%38.6% for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, 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 confirmscontinue 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 1.1%, 1.1% and 1.3%0.9% of adjusted net revenues for 2017, 20162023, 2022 and 2015,2021, respectively), and excludes the impact of mark-to-market vesting expense, as well as dividends and interest expense, associated with employee long-term incentive compensation-related investments.investments and the amortization expense associated with the awards issued by EQH to some of our firm's executives relating to their roles as 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 47.1%49.0%, 48.5%48.4% and 48.9%46.5%, respectively, for the years ended December 31, 2017, 20162023, 2022 and 2015.2021.
In 2017,2023, employee compensation and benefits expense increased $83.7$102.5 million, or 6.8%6.2%, primarily due to higher base compensation of $72.2 million, higher incentive compensation of $68.4 million, higher base compensation of $5.4 million, which primarily resulted from higher severance, higher commissions of $4.8$51.7 million and higher fringes of $4.1$7.8 million, partially offset by lower commissions of $29.0 million. In 2016,2022, employee compensation and benefits expense decreased $38.2$49.4 million, or 3.0%2.9%, primarily due to lower incentive compensation of $33.6 million, lower fringes/other of $8.0 million and lower commissions of $6.4$107.7 million, partially offset by higher base compensation of $9.8$39.8 million, reflecting higher severance costs.commissions of $12.7 million and higher other employment costs of $5.3 million.
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 increased $35.4decreased $17.1 million, or 5.7%1.9%, in 2017.2023. The increase primarilydecrease was due to higherlower distribution-related payments of $48.7$19.2 million, lower trade execution and clearance expenses of $9.0 million and lower transfer fees of $3.0 million, offset by lowerhigher travel and entertainment expenses of $8.5 million, higher marketing and communication expenses of $3.5 million and higher amortization of deferred sales commissions of $9.2 million, lower travel and entertainment costs of $2.6 million and lower transfer fees of $2.1 million. Promotion and servicing expenses decreased $44.4$60.1 million, or 6.7%6.4%, in 2016.2022. The decrease was primarily was due to lower distribution-related payments of $21.4$78.5 million, lower amortizationtransfer fees of deferred sales commissions$4.9 million and lower trade execution and clearance expenses of $8.1$3.1 million, lowerpartially offset by higher travel and entertainment expenses of $6.3$15.4 million lower marketingand higher firm meeting expenses of $5.1 million and lower transfer fees of $4.8$8.8 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 15.7% (14.6% excluding real estate charges)14.0%, 14.7% (14.1% excluding real estate charges)15.8% and 14.3%12.5% for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively. General and administrative expenses increased $74.3decreased $60.1 million, or 16.7%9.4%, during 2017,in 2023. The decrease was primarily due to higher expenses related to our consolidated company-sponsored investment fundslower portfolio services fees of $25.5$43.7 million, the vendor termination accrual of $19.7 million we describe below, higher real estate charges of $19.0 million and higherlower professional fees of $6.5$18.0 million, lower valuation adjustments related to the classification of Bernstein Research Services as held for sale of $6.0 million and a favorable foreign exchange translation impact of $5.7 million, partially offset by higher office-related expenses of $7.4 million. General and administrative expenses increased $11.2$86.0 million, or 2.6%15.5%, in 2016,2022. The increase was primarily due to higher real estate charges of $16.7 million, offset by lower professional fees of $6.3 million.$27.3 million, higher portfolio services fees of $21.3 million, higher technology fees of $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.
During the third quarter of 2017, we recorded a $19.7 million reserve for a payment we expect to make to a third-party vendor as a result of the early termination of an outsourcing contract relating to our trade settlement and reconciliation processes. We intend to transition these processes back to AB from our vendor within the next two years. As a result of this transition, we expect to incur $2 million in additional transitional costs in 2018 and realize ongoing annual savings of approximately $11 million in general and administrative expenses beginning in 2019.

Contingent Payment Arrangements
Contingent payment arrangements reflect changes in estimates of contingent payment liabilities associated with acquisitions in current and previous periods, as well as accretion expense of these liabilities. TheFor the years ended December 31, 2023, 2022 and 2021, we recognized $8.8 million, $6.6 million and $3.3 million, respectively, in accretion expense of $0.3 million for 2017 reflects accretion expenses of $0.5 million, offset byrelated to our contingent considerations payable. During 2023, we recorded a change in estimate ofrelated to the contingent consideration payable relating to our 2010liability associated with the acquisition of $0.2Autonomous LLC in 2019 of $14.1 million. The credit to operating expenses of $20.2 millionchange in 2016 reflectsestimate was based upon better than expected revenues during the 2023 performance evaluation period. There were no changes in our estimates of contingent consideration payable of $21.5 million relating to our 2013 and 2010 acquisitions, offset byduring the accretion expense of $1.3 million. The credit to operating expenses of $5.4 million in 2015 reflects changesyear ended December 31, 2022. During 2021, we recorded a change in estimate ofrelated to the contingent consideration payable relatingliability associated with the acquisition of Ramius Alternative Solutions LLC of $0.6 million. Due to our 2014the loss of acquired investment management contracts, the carrying value of the finite-lived intangible assets exceeded the fair value of the contracts. These expenses resulting from changes to expected payments and 2010 acquisitions of $7.2 million recorded in the fourth quarter of 2015, offset by the accretion expense of $1.8 million.these obligations to their expected payment amounts are reflected within contingent payment arrangements in our consolidated statements of income.
Interest on Borrowings
Interest expense increased 72.0%$36.5 million in 2023, reflecting higher interest rates on borrowings and 52.8% in 2017 and 2016, respectively, reflecting higher weighted average borrowings. Average daily borrowings for the EQH facilities and commercial paper were $1,014 million at a weighted average interest rate of 5.1% during 2023 compared to $845.5 million and 1.7% during 2022.
Interest expense increased $12.8 million in 2022, reflecting higher interest rates on commercial paper borrowings and higher weighted average daily borrowings of commercial paper.borrowings. Average daily borrowings offor the EQH facilities and commercial paper during 2017, 2016 and 2015 were $482.2$845.5 million $422.9 million and $387.9 million, respectively, withat a weighted average interest ratesrate of 1.2%1.7% during 2022 compared to $561.6 million and 0.2% during 2021.
Amortization of Intangible Assets
Amortization of intangible assets reflects our amortization of costs assigned to 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 Investors L.P. ("CarVal"), 0.6%which resulted in recording of $303.0 million of finite-lived intangible assets primarily relating to investment management contracts and 0.3%, respectively.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 $20.3 million in 2023. The increase was primarily due to the acquired intangible assets associated with the CarVal acquisition. Amortization of intangible assets increased $20.9 million in 2022. The increase was primarily due to the acquired intangible assets associated with the CarVal acquisition.
Income Taxes
AB, a private limited partnership, is not subject to federal or state corporate income taxes, buttaxes. However, AB is subject to a 4.0% New York City unincorporated business tax (“UBT”(“UBT”). Our domestic corporate subsidiaries are subject to federal, state and local income taxes, and generally are included in the filing of a consolidated federal income tax return. Separate state and local income tax returns also are filed. Foreign corporate subsidiaries generally are subject to taxes in the jurisdictions where they are located.
We determined reasonable estimates for certain effects of the Tax Cuts and Jobs Act (“2017 Tax Act”) enacted on December 22, 2017 and recorded those estimates as provisional amounts in our 2017 financial statements. In accordance with SEC Staff Accounting Bulletin No. 118 (“SAB 118”), the adjustments to deferred tax assets and liabilities and the liability related to the transition tax are provisional amounts estimated based on information available as of December 31, 2017. These amounts are subject to change as we obtain information necessary to complete the calculations. We will recognize any changes to the provisional amounts as we refine our estimates and as the tax authorities issue further guidance and interpretations of the 2017 Tax Act.

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

We recorded an approximate $22.5 million charge to our 2017 income tax expense to account for deemed repatriation of foreign earnings. The determination of the transition tax requires further analysis regarding the amount and composition of our historical foreign earnings.
We recorded an approximate $3.3 million charge to our 2017 income tax expense to reduce our deferred tax assets due to lower future corporate tax rates. We will recognize any changes to the provisional amounts as we refine our estimates of our cumulative temporary differences.
We are currently analyzing the possible impact on us
2023 Annual Report51
Table of the tax on global intangible low-taxed income (“GILTI”), if any. The GILTI tax is effective in 2018; as such, we have not recorded any amounts in our 2017 financial statements for the GILTI provision.
Contents

Part II
Income tax expense increased $24.8 million, or 87.5%, in 2017 compared to 2016. The increase is due to a higher effective tax rate in 2017 of 6.9%, compared to 3.9% in 2016, and higher pre-tax income. The significant increase in our effective tax rate was driven by the deemed repatriation tax on foreign earnings, the tax associated with the remeasurement of deferred tax items, and the unfavorable mix of earnings across the AB tax filing groups.
Income tax expense decreased $16.5$10.6 million, or 36.8%26.7%, in 20162023 compared to 20152022. This decrease is primarily driven by a one time tax benefit of $22.4 million resulting from the release of a valuation allowance on a capital loss tax asset due to a tax planning action identified in the fourth quarter of 2023, due to a future restructuring of certain foreign subsidiaries that would not have a material impact on AB operations. This resulted in a lower effective tax rate in 20162023 of 3.9%3.6% compared to 7.1%4.9% in 2015, offset by higher2022.
Income tax expense decreased $23.1 million, or 36.8%, in 2022 compared to 2021. This decrease is due to lower pre-tax income. The significant decreasebook income and one-time discrete items which resulted in oura lower effective tax rate was driven by a fourth quarter 2016 change in estimate made2022 of 4.9% compared to our income tax liability relating to the third quarter 2016 revision to income taxes ($13.3 million) and a reversal of a deferred tax liability relating to foreign translation adjustments ($8.2 million).5.2% in 2021.
Net Income (Loss) of Consolidated Entities Attributable to Non-Controlling Interests
Net income (loss) of consolidated entities attributable to non-controlling interests primarily consists of limited partner interests owned by other investors in our consolidated company-sponsored investment funds. In 2017,2023, we had $58.4 million of net gains of consolidated entities attributable to non-controlling interests, primarily due to gains on investments held by our consolidated company-sponsored investment funds. In 2016, we had $21.5$24.0 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 2015,2022, we had $6.4$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 a $7.9 million net investment gain attributable togains on investments held by our consolidated venture capital fund (of which 90% belongs to non-controlling interests) and management fees of $1.2 million.company-sponsored investment funds.
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 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 2017,2023, net cash provided by operating activities was $645.5 million,$0.9 billion, compared to $1.5$1.1 billion during 2016.2022. The change primarily was due to a decreasean increase in net activityfees receivable of our consolidated company-sponsored investment funds$161.1 million, lower earnings of $491.7$159.9 million (after non-cash reconciling items), a decrease in broker-dealer related payables (net of receivable and segregated U.S. Treasury Bills activity) of $376.3$133.3 million and lower net redemptions of seed capital and higher net purchases of broker-dealer investments of $162.3 million, offset by an increase in cash provideddeferred sales commissions of $59.8 million, partially offset by net incomeactivity of $86.5our consolidated company-sponsored investment funds of $166.0 million and an increase in accrued compensation of $127.4 million.During 2016,2022, net cash provided by operating activities was $1.5$1.1 billion, compared to $667.2 million$1.3 billion during 2015.2021. The change primarily was due to lower earnings of $265.1 million (after non-cash reconciling items), a significant increasedecrease in accrued compensation of $200.8 million and a decrease in broker-dealer related payables net(net of receivablesreceivable and segregated U.S. Treasury Bills activity) of $169.2 million, partially offset by net activity of $403.9 million, the impact of the consolidation ofour consolidated company-sponsored investment funds of $270.3$252.0 million and higher seed capital net redemptions, offset by higher net broker-dealer purchasesan increase in fees receivable of $104.6$193.3 million.
During 2017,2023, net cash used in investing activities was $39.3$33.6 million, compared to $59.4$22.0 million during 2016.2022. The change primarily reflects $20.5 million spent in 2016is due to purchase a business. During 2016,the acquisition of CarVal, net cash usedacquired of $40.3 million in investing activities was $59.4 million, compared to $26.1 million during 2015. The increase primarily resulted from the $20.5 million used to purchase a business and higher2022, partially offset by lower purchases of furniture, equipment and leasehold improvements of $6.5$28.7 million. During 2022, net cash used in investing activities was $22.0 million, compared to $65.7 million during 2021. The change is primarily due to the acquisition of CarVal, net cash acquired of $40.3 million in 2022.
During 2017,2023, net cash used in financing activities was $623.9 million,$1.0 billion, compared to $1.1 billion during 2016.2022. The change reflects lower cash distributions to Unitholders of $230.6 million, a decrease in the net purchases of AB Holding Units to fund long-term incentive compensation plans of $66.5 million and the repayment of CarVal debt of $42.7 million, partially offset by higher net purchases of non-controlling interests of consolidated company-sponsored investment funds of $187.1 million and lower net borrowings of debt of $70.7 million. During 2022, net cash used in financing activities was $1.1 billion, compared to $0.9 billion during 2021. The change reflects lower net purchases of non-controlling interests of consolidated company-sponsored investment funds in 2017 as compared to net redemptions2022 of consolidated company-sponsored investment funds in 2016 (impact of $296.0 million), a net increase in overdrafts payable of $147.9$309.9 million, proceeds from bank loans of $75.0 million and lower net repayments of commercial paper of $43.5 million, offset by higher distributions to the General Partner and Unitholders of $106.6 million. During 2016, net cash used in financing activities was $1.1 billion, compared to $644.7 million during 2015. The change reflects the net repayment of commercial paper in 2016 as compared to the net issuanceCarVal debt of commercial paper in 2015 (impact of $165.9 million),$42.7 million and a decrease in overdrafts payable of $164.1$41.6 million, redemptionspartially offset by higher net borrowings of non-controlling interests in consolidated

company-sponsored investments fundsdebt of $137.4$155.0 million and higher repurchasesa decrease in the net purchases of AB Holding Units to fund long-term incentive compensation plans of $22.4 million, offset by lower distributions to the General Partner and Unitholders of $60.3 million as a result of lower earnings (distributions on earnings are paid one quarter in arrears).$51.3 million.
As of December 31, 2017,2023, AB had $671.9 million$1.0 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 areis available for liquidity but consist primarily of cash on deposit for our broker-dealers related to comply with various customer clearing activities and cash held by foreign subsidiaries of $469.9$585.8 million.
Debt
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See Note 12 to our consolidated financial statements in Item 8 for disclosures relating to our debt and Credit Facilities
Ascredit facilities. We use our debt and credit facilities to seed certain new investment products which may expose us to market risk, credit risk and material gains and losses. To reduce our exposure, we enter into various futures, forwards, options and swaps primarily to economically hedge certain of December 31, 2017our seed money investments. While in most cases broad market risks are hedged and 2016, AB had $491.8 millionare effective in reducing our exposure, our hedgers are imperfect and $513.0 million, respectively, in commercial paper outstanding with weighted average interest rates of approximately 1.6%we may remain exposed to some market risk and 0.9%, respectively. The commercial paper is short term in nature, and as such, recorded value is estimated to approximate fair value (and considered a Level 2 securitycredit-related losses in the fair value hierarchy). Average daily borrowings of commercial paper during 2017 and 2016 were $482.2 million and $422.9 million, respectively, with weighted average interest rates of approximately 1.2% and 0.6% respectively.
AB has a $1.0 billion committed, unsecured senior revolving credit facility (the “Credit Facility”) with a group of commercial banks and other lenders, which matures on October 22, 2019. The Credit Facility provides for possible increases in the principal amount by up to an aggregate incremental amount of $250.0 million; any such increase is subject to the consent of the affected lenders. The Credit Facility is available for AB and Sanford C. Bernstein & Co., LLC (“SCB LLC”) business purposes, including the support of AB’s $1.0 billion commercial paper program. Both AB and SCB LLC can draw directly under the Credit Facility and management may draw on the Credit Facility from time to time. AB has agreed to guarantee the obligations of SCB LLC under the Credit Facility.
The Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. As of December 31, 2017, we were in compliance with these covenants. The Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the

occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvency- or bankruptcy-related events of default, all amounts payable under the Credit Facility would automatically become immediately due and payable, and the lender’s commitments would automatically terminate.non-performance by counterparties on these derivative instruments.
Amounts under the Credit Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility. Voluntary prepayments and commitment reductions requested by us are permitted at any time without fee (other than customary breakage costs relating to the prepayment of any drawn loans) upon proper notice and subject to a minimum dollar requirement. Borrowings under the Credit Facility bear interest at a rate per annum, which will be, at our option, a rate equal to an applicable margin, which is subject to adjustment based on the credit ratings of AB, plus one of the following indexes: London Interbank Offered Rate; a floating base rate; or the Federal Funds rate.
As of December 31, 2017 and 2016, we had no amounts outstanding under the Credit Facility. During 2017 and 2016, we did not draw upon the Credit Facility.
On December 1, 2016, AB entered into a $200.0 million, unsecured 364-day senior revolving credit facility (the “Revolver”) with a leading international bank and the other lending institutions that may be party thereto. On November 29, 2017, as part of an amendment and restatement, the maturity date of the Revolver was extended from November 29, 2017 to November 28, 2018. There were no other significant changes included in the amendment. The Revolver is available for AB's and SCB LLC's business purposes, including the provision of additional liquidity to meet funding requirements primarily related to SCB LLC's operations. Both AB and SCB LLC can draw directly under the Revolver and management expects to draw on the Revolver from time to time. AB has agreed to guarantee the obligations of SCB LLC under the Revolver. The Revolver contains affirmative, negative and financial covenants which are identical to those of the Credit Facility. As of December 31, 2017, we had $75.0 million outstanding under the Revolver with an interest rate of 2.4%. As of December 31, 2016, we had no amounts outstanding under the Revolver. Average daily borrowings for 2017 and 2016 were $21.4 million and $7.3 million, respectively, with a weighted average interest rates of 2.0% and 1.6%, respectively.
In addition, SCB LLC currently has three uncommitted lines of credit with three financial institutions. Two of these lines of credit permit us to borrow up to an aggregate of approximately $175.0 million, with AB named as an additional borrower, while the other line has no stated limit. As of December 31, 2017 and 2016, SCB LLC had no bank loans outstanding. Average daily borrowings of bank loans during 2017 and 2016 were $4.5 million and $4.4 million, respectively, with weighted average interest rates of approximately 1.4% and 1.1%, respectively.
Our financial condition and access to public and private debt markets should provide adequate liquidity for our general business needs. Management believes that cash flow from operations and the issuance of debt and AB Units or AB Holding Units will provide us with the resources we need to meet our financial obligations. See “Risk Factors” in Item 1A and “Cautions Regarding Forward-Looking Statements” in this Item 7 for a discussion of credit markets and our ability to renew our credit facilities at expiration.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Guarantees
Under various circumstances, AB guarantees the obligations of its consolidated subsidiaries.
AB maintains guaranteesa guarantee in connection with the an $800 million committed, unsecured senior revolving credit facility (the "Credit Facility and 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 $375$415.0 million for SCB LLC’s threefive uncommitted lines of credit.
AB maintains a guarantee with a commercial bank, under which we guarantee the obligations in the ordinary course of business of each of SCB LLC, our U.K.-based broker-dealer and our Cayman subsidiary. We also maintain three additional guarantees with other commercial banks under which we guarantee approximately $410$270.9 million of obligations for our U.K.-based broker-dealer and $99.0 million of obligations for our India-based broker-dealer. In the event that any of these three entities is unable to meet its obligations, AB will pay the obligations when due or on demand.
We also have two smaller guarantees with a commercial bank totaling approximately $1.6$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 contractualWe 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 as of December 31, 2017 are as follows:
 Payments Due by Period
 Total 
Less than
1 Year
 1-3 Years 3-5 Years 
More than
5 Years
 (in millions)
Commercial paper$565.7
 $565.7
 $—
 $—
 $—
Operating leases, net of sublease commitments542.2
 87.4
 159.6
 139.9
 155.3
Funding commitments22.0
 9.3
 5.6
 3.0
 4.1
Accrued compensation and benefits246.1
 154.3
 45.2
 19.5
 27.1
Unrecognized tax benefits8.5
 4.6
 —
 1.1
 2.8
Total$1,384.5
 $821.3
 $210.4
 $163.5
 $189.3
During 2010, as general partner of AllianceBernstein U.S. Real Estate L.P. (“Real Estate Fund”), we committed to invest $25.0 million in the Real Estate Fund. As of December 31, 2017, we had funded $22.4 million of this commitment. During 2014, as general partner of AllianceBernstein U.S. Real Estate II L.P. (“Real Estate Fund II”), we committed to invest $28.0 million, as amended in 2015, in the Real Estate Fund II. As of December 31, 2017, we had funded $10.4 million of this commitment.
During 2012, we entered into an investment agreement under which we committed to invest up to $8.0 million in an oil and gas fund over a three-year period. As of December 31, 2017, we had funded $6.2 million of this commitment.
Accrued compensation and benefits amounts in the table above exclude2023 totaled $354.5 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 $71.5$41.1 million, which are included in our consolidated statement of financial condition. Any amounts reflected on the consolidated statement of financial condition as payables (to broker-dealers, brokerage clients and company-sponsored mutual funds) and accounts payable and accrued expenses 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 $14$19.0 million in each of the next four years. We do not currently estimateanticipate that we will contribute $5 million to the Retirement Plan during 2018.2024.
ContingenciesThe 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, 2023 totaled $8.7 million and is recorded to income tax payable on our consolidated statement of financial condition. See Note 21 to our consolidated financial statements in Item 8 for further discussion of our taxes.
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.
2023 Annual Report53
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Part II
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.
As of December 31, 2017,2023, 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 Investors L.P. ("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. For further discussion, see Note 24 Acquisitions and Divestitures in Item 8 to these consolidated financial statements.
We have determined that AB has only one reporting segment and reporting unit. We test our goodwill annually, as of September 30, for impairment. As of September 30, 2017, 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, Any of these changes in circumstances could suggest the possibility that goodwill is impaired, but none of these events or when circumstances warrant, we perform step oneby 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 our two-step goodwill impairment test. The first stepand must be viewed in combination with any mitigating or positive factors. A holistic evaluation of all events since the goodwillmost recent quantitative impairment test must be done to determine whether it is used to identify potential impairment by comparing the fair value of AB,more likely than not that the reporting unit with its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered to be impaired and the second step of theimpaired.
For our annual impairment test, is not performed. However, if the carrying value of the

reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit to the aggregated fair values of its individual assets and liabilities to determine the amount of impairment, if any.
AB estimates its fair value under bothwe utilize the market approach and income approach. Under the market approach,where the fair value of the reporting unit is based on its unadjusted market valuation (AB Units outstanding multiplied by the price of an AB Holding Unit) and adjusted market valuations assuming a control premiumHolding's Unit price) and earnings multiples. A goodwill impairment would be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The goodwill impairment test does not include a determination by management of whether a decline in fair value is temporary and it is important that management's determination of fair value reflect the impact of changing market conditions, including the severity and anticipated duration of any such changes. The price of a publicly-tradedpublicly traded AB Holding Unit serves as a reasonable starting point for valuing an AB Unit because each represents the same fractional interest in our underlying business. Our market approach analysis also includes control premiums, which are based on an analysis of control premiums for relevant recent acquisitions, and comparable industry earnings multiples applied to our earnings forecast. Underforecast and assumes a control premium (when applicable).
Contingent Payment Arrangements
We periodically enter into contingent payment arrangements in connection with our business combinations. In these arrangements, we agree to pay additional consideration to the income approach,sellers to the extent that certain performance targets are achieved. We estimate the fair value of these potential future obligations at the reporting unittime a business combination is basedconsummated and record a liability on a discounted basis on our consolidated statement of financial condition. We then accrete the present valueobligation 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 estimatedthese obligations to their expected payment amounts are reflected within contingent payment arrangements in our consolidated statements of income.
For contingent liabilities, we typically use a valuation method that is a form of the income approach, whereby a forecast of future cash flows. Determining estimated fairflows attributable to the asset are discounted to present value using a risk-adjusted discount rate. We develop a forecast of future cash flows attributable to the performance objectives that are then discounted cash flow valuation technique consists of applying business growth rate assumptions over the estimated lifeto present value using a risk-adjusted discount rate. Some of the goodwill assetmore significant estimates and then discountingassumptions inherent in the resulting expectedincome approach include the amount and timing of projected future cash flows, using an estimated weighted average costthe discount rate selected to measure the risks inherent in the future cash flows.
54AllianceBernstein
Table of capital of market participants to arrive at a present value amount that approximates fair value.Contents
Part II
Real Estate Charges
Since 2010, in connection with our workforce reductions and in an effort to reduce our global real estate footprint, we have implemented a global office space consolidation. As a result, we have sub-leased over one million square feet of office space.
We recorded real estate charges that reflect the net present value of the difference between the amount of our on-going contractual lease obligations for the vacated floors and our estimate of current market rental rates for such floors. The charges we recorded were based on current assumptions at the time of the charges regarding sublease marketing periods, costs to prepare the properties to market, market rental rates, broker commissions and subtenant allowances/incentives, all of which are factors largely beyond our control. If our assumptions prove to be incorrect, we may need to record additional charges or reduce previously recorded charges. We review the assumptions and estimates we used in recording these charges on a quarterly basis.
Loss Contingencies
Management continuously reviews with legal counsel the status of regulatory matters and pending or threatened litigation. We evaluate the likelihood that a loss contingency exists and record a loss contingency if it is both probable and reasonably estimable as of the date of the financial statements. See Note 1314 to our consolidated financial statements in Item 8.
Accounting Pronouncements
See Note 2 to our consolidated financial statements in Item 8.
Cautions Regarding Forward-Looking Statements
Certain statements provided by management in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The most significant of these factors include, but are not limited to, the following: the performance of financial markets, the investment performance of sponsored investment products and separately-managedseparately managed accounts, general economic conditions, industry trends, future acquisitions, integration of acquired companies, competitive conditions and government regulations, including changes in tax regulations and rates and the manner in which the earnings of publicly-traded partnerships are taxed. We caution readers to carefully consider such factors. Further, these forward-looking statements speak only as of the date on which such statements are made; we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. For further information regarding these forward-looking statements and the factors that could cause actual results to differ, see “Risk Factors” in Item 1A. Any or all of the forward-looking statements that we make in this Form 10-K, other documents we file with or furnish to the SEC, and any other public statements we issue, may turn out to be wrong. It is important to remember that other factors besidesthose listed in “Risk Factors” and those listed below could also adversely impact our revenues, financial condition, results of operations and business prospects.
The forward-looking statements referred to in the preceding paragraph,, most of which directly affect AB but also affect AB Holding because AB Holding’s principal source of income and cash flow is attributable to its investment in AB, include statements regarding:

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

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

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

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

•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.
•Our 2020 Margin Target: Relocation Strategy: While many of the expenses, expense savings and EPU impact we expect will result from our 2020 Margin Target isRelocation Strategy are presented with numerical specificity, and we believe the targetthese figures to be reasonable as of the date of this report, the uncertainties surrounding the assumptions on which the 2020 Margin Target isour estimates are based create a significant risk that these assumptionsour current estimates may not be realized. These assumptions include:
•the levelsamount and timing of positive net flows into our investment services;employee relocation costs, severance, and overlapping compensation and occupancy costs we experience; and
•the leveltiming for execution of growth (in termseach phase of additional AUM) in our alternatives product business;
the rate of increase in our fixed costs due to inflation and similar factors, the transitional costs related to our relocation strategy and the timingimplementation plan.
2023 Annual Report55
Table of such costs, the success we have in achieving planned new cost reductions (including those relating to our relocation strategy) and the timing of such cost reductions, and the investments we make in our business; andContents
general conditions of the markets in which our business operates, including modest continued appreciation in both equity and fixed income total investment returns.Part II



Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market Risk, Risk Management and Derivative Financial Instruments
Our investments consist of trading available-for-sale investments and other investments. Trading and available-for-sale investments include U.S. Treasury Bills, mutual funds, exchange-traded options and various separately-managed portfolios consisting of equity and fixed income securities. Trading investments are purchased for short-term investment, principally to fund liabilities related to long-term incentive compensation plans and to seed new investment services. Although available-for-sale investments are purchased for long-term investment, the portfolio strategy considers them available-for-sale from time to time due to changes in market interest rates, equity prices and other relevant factors. Other investments include investments in hedge funds we sponsor and other private equity investment vehicles.
We enter into various futures, forwards, swaps and options primarily to economically hedge our seed capital investments. We do not hold any derivatives designated in a formal hedge relationship under ASC 815-10, Derivatives and Hedging. See Note 7 Derivative Instruments 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, 20172023 and 2016.2022. 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
20232022
Fair ValueEffect of
+100
Basis Point
Change		Fair ValueEffect of
+100
Basis Point
Change
(in thousands)
Fixed Income Investments:
Trading$70,750 $(4,394)$93,221 $(5,789)
 As of December 31,
 2017 2016
 Fair Value 
Effect of
+100
Basis Point
Change
 Fair Value 
Effect of
+100
Basis Point
Change
 (in thousands)
Fixed Income Investments:       
Trading$136,980
 $(8,986) $120,529
 $(7,846)
Available-for-sale22
 (1) 22
 (1)

56AllianceBernstein
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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% dropdecrease in equity prices from those prevailing as of December 31, 20172023 and 2016.2022. 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
20232022
Fair ValueEffect of -10%
Equity Price
Change		Fair ValueEffect of -10%
Equity Price
Change
(in thousands)
Equity Investments:
Trading$117,434 $(11,743)$65,846 $(6,585)
Other investments$55,371 $(5,537)$58,451 $(5,845)
 As of December 31,
 2017 2016
 Fair Value 
Effect of -10%
Equity Price
Change
 Fair Value 
Effect of -10%
Equity Price
Change
 (in thousands)
Equity Investments:       
Trading$214,095
 $(21,410) $180,330
 $(18,033)
Available-for-sale and other investments92,492
 (9,249) 163,450
 (16,345)

Item 8.2023 Annual ReportFinancial Statements and Supplementary Data57
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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, 20172023 and 20162022, and the related consolidated statements of income, of comprehensive income, changeof changes in partners’ capital and of cash flowsfor each of the three years in the period ended December 31, 2017,2023, including the related notes and financial statement schedule listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172023 and December 31, 2016, 2022, and the results oftheir its operations and theirits cash flows for each of the three years in the period ended December 31, 20172023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.

Basis for Opinions

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


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


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

Definition and Limitations of Internal Control over Financial Reporting

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

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


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.

58AllianceBernstein
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Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Performance Based Fees
As described in Notes 2 and 3 to the consolidated financial statements, the Company’s performance-based fees earned were $144.9 million for the year ended December 31, 2023, which are earned based on the value of the investors’ assets under management (AUM). The transaction price for the asset management performance obligation for certain investment advisory contracts, including those associated with hedge funds and alternative investments, provide for a performance-based fee, in addition to the base advisory fee, which is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. The performance-based fees are forms of variable consideration and are therefore excluded from the transaction price until it becomes probable that there will not be significant reversal of the cumulative revenue recognized. Constraining factors impacting the amount of variable consideration included in the transaction price include the contractual claw-back provisions to which the variable consideration is subject, the length of time to which the uncertainty of the consideration is subject, the number and range of possible consideration amounts, the probability of significant fluctuations in the AUM market value, and the level at which the AUM value exceeds the contractual threshold required to earn such a fee. Management calculates AUM using established market-based valuation methods and fair valuation (non-observable market) methods. Fair valuation methods, which include discounted cash flow models and other methods, are used only where AUM cannot be valued using market-based valuation methods, such as in the case of private equity or illiquid securities.

The principal considerations for our determination that performing procedures relating to performance-based fees is a critical audit matter are (i) a high degree of auditor effort in performing procedures and evaluating audit evidence related to these fees, including evaluating audit evidence related to the assessment of the constraining factors impacting the amount of variable consideration and the calculation of AUM and (ii) the audit effort involved the use of professionals with specialized skill and 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 management’s revenue recognition process for performance-based fees, including controls over the assessment of the constraining factors and the calculation of AUM. These procedures also included, among others (i) testing management’s process for determining performance-based fees, including evaluating the appropriateness of the fair valuation methods used to calculate AUM; (ii) evaluating, on a sample basis, the reasonableness of the constraining factors related to (a) contractual claw-back provisions to which variable consideration is subject, (b) the length of time to which the uncertainty of the consideration is subject, (c) the number and range of possible consideration amounts, (d) the probability of significant fluctuations in the AUM market value, and (e) the level at which the AUM value exceeded the contractual threshold required to earn such fees, as applicable. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the AUM by (i) developing an independent range of prices for a sample of securities in the underlying products where fair valuation methods were used and (ii) comparing the independent range of prices to management’s estimate. Developing the independent range of prices involved testing the completeness and accuracy of data provided by management and independently developing the inputs for the sampled securities.


/s/PricewaterhouseCoopers LLP
Nashville, Tennessee
February 9, 2024
New York, New York
February 13, 2018

We have served as the Company’s auditor since2006.


AllianceBernstein L.P. and Subsidiaries

2023 Annual Report59
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Part II
AllianceBernstein L.P. and Subsidiaries
Consolidated Statements of Financial Condition
Years Ended December 31
20232022
(in thousands,
except unit amounts)
ASSETS
Cash and cash equivalents$1,000,103 $1,130,143 
Cash and securities segregated, at fair value (cost $859,448 and $1,511,916)867,680 1,522,431 
Receivables, net:  
Brokers and dealers53,144 112,226 
Brokerage clients1,314,656 1,881,496 
AB funds fees343,334 314,247 
Other fees125,500 127,040 
Investments:  
Long-term incentive compensation-related40,033 47,870 
Other203,521 169,648 
Assets of consolidated company-sponsored investment funds:
Cash and cash equivalents7,739 19,751 
Investments397,174 516,536 
Other assets25,299 44,424 
Furniture, equipment and leasehold improvements, net176,348 189,258 
Goodwill3,598,591 3,598,591 
Intangible assets, net264,555 310,203 
Deferred sales commissions, net87,374 52,250 
Right-of-use assets323,766 371,898 
Assets held for sale564,776 551,351 
Other assets216,213 179,568 
Total assets$9,609,806 $11,138,931 
 December 31,
 2017 2016
 (in thousands,
except unit amounts)
ASSETS   
Cash and cash equivalents$671,930
 $656,985
Cash and securities segregated, at fair value (cost $816,350 and $946,093)816,350
 946,097
Receivables, net: 
  
Brokers and dealers199,690
 263,621
Brokerage clients1,647,059
 1,513,656
AB funds fees212,115
 238,062
Other fees124,164
 104,376
Investments: 
  
Long-term incentive compensation-related66,034
 67,761
Other377,555
 373,344
Assets of consolidated company-sponsored investment funds:   
   Cash and cash equivalents326,518
 337,525
   Investments1,246,283
 570,876
   Other assets35,397
 48,480
Furniture, equipment and leasehold improvements, net157,569
 159,564
Goodwill3,066,700
 3,066,700
Intangible assets, net105,784
 134,606
Deferred sales commissions, net30,126
 63,890
Other assets211,893
 195,615
Total assets$9,295,167
 $8,741,158
    
LIABILITIES AND CAPITAL 
  
Liabilities: 
  
Payables: 
  
Brokers and dealers$237,861
 $239,578
Securities sold not yet purchased29,961
 40,944
Brokerage clients2,229,371
 2,360,481
AB mutual funds82,967
 150,939
Accounts payable and accrued expenses515,660
 430,569
Liabilities of consolidated company-sponsored investment funds698,101
 293,510
Accrued compensation and benefits270,610
 251,019
Debt565,745
 512,970
Total liabilities4,630,276
 4,280,010
Commitments and contingencies (See Note 13)

 

Redeemable non-controlling interest601,587
 392,959
Capital: 
  
General Partner41,221
 41,100
Limited partners: 268,659,333 and 268,893,534 units issued and outstanding4,168,841
 4,154,810
Receivables from affiliates(11,494) (12,830)
AB Holding Units held for long-term incentive compensation plans(42,688) (32,967)
Accumulated other comprehensive loss(94,140) (118,096)
Partners’ capital attributable to AB Unitholders4,061,740
 4,032,017

AllianceBernstein L.P. and Subsidiaries

Non-redeemable non-controlling interests in consolidated entities1,564
 36,172
Total capital4,063,304
 4,068,189
Total liabilities and capital$9,295,167
 $8,741,158
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Years Ended December 31
20232022
(in thousands,
except unit amounts)
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND CAPITAL
Liabilities:  
Payables:  
Brokers and dealers$259,175 $389,828 
Brokerage clients2,200,835 3,322,903 
AB mutual funds644 162,291 
Contingent consideration liability252,690 247,309 
Accounts payable and accrued expenses172,163 173,466 
Lease liabilities369,017 427,479 
Liabilities of consolidated company-sponsored investment funds12,537 55,529 
Accrued compensation and benefits372,305 415,878 
Debt1,154,316 990,000 
Liabilities held for sale153,342 107,952 
Total liabilities4,947,024 6,292,635 
Commitments and contingencies (See Note 14)
Redeemable non-controlling interest of consolidated entities209,420 368,656 
Capital:  
General Partner45,388 45,985 
Limited partners: 286,609,212 and 285,979,913 units issued and outstanding4,590,619 4,648,113 
Receivables from affiliates(4,490)(4,270)
AB Holding Units held for long-term incentive compensation plans(76,363)(95,318)
Accumulated other comprehensive loss(106,364)(129,477)
Partners’ capital attributable to AB Unitholders4,448,790 4,465,033 
Non-redeemable non-controlling interests in consolidated entities4,572 12,607 
Total capital4,453,362 4,477,640 
Total liabilities, non-controlling interest and capital$9,609,806 $11,138,931 
See Accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Income
Years Ended December 31,
2017 2016 2015
(in thousands, except per unit amounts)
Years Ended December 31Years Ended December 31
2023202320222021
(in thousands, except per unit amounts)(in thousands, except per unit amounts)
Revenues:     
Investment advisory and services fees
Investment advisory and services fees
Investment advisory and services fees$2,200,400
 $1,933,471
 $1,973,837
Bernstein research services449,919
 479,875
 493,463
Distribution revenues412,063
 384,405
 427,156
Dividend and interest income71,162
 46,939
 24,872
Investment gains (losses)92,102
 93,353
 3,551
Other revenues98,040
 99,859
 101,169
Total revenues3,323,686
 3,037,902
 3,024,048
Less: Interest expense25,165
 9,123
 3,321
Less: Broker-dealer related interest expense
Net revenues3,298,521
 3,028,779
 3,020,727
     
Expenses: 
  
  
Expenses:  
Employee compensation and benefits1,313,469
 1,229,721
 1,267,926
Promotion and servicing: 
  
  
Promotion and servicing:  
Distribution-related payments420,350
 371,607
 393,033
Amortization of deferred sales commissions31,886
 41,066
 49,145
Trade execution, marketing, T&E and other204,392
 208,538
 223,415
General and administrative: 
  
  
General and administrative481,488
 426,147
 431,635
Real estate charges36,669
 17,704
 998
Contingent payment arrangements
Contingent payment arrangements
Contingent payment arrangements267
 (20,245) (5,441)
Interest on borrowings8,194
 4,765
 3,119
Amortization of intangible assets27,896
 26,311
 25,798
Total expenses2,524,611
 2,305,614
 2,389,628
     
Operating income773,910
 723,165
 631,099
     
Income tax53,110
 28,319
 44,797
     
Net income720,800
 694,846
 586,302
     
Net income of consolidated entities attributable to non-controlling interests58,397
 21,488
 6,375
     
Net income (loss) income of consolidated entities attributable to non-controlling interests
Net income attributable to AB Unitholders$662,403
 $673,358
 $579,927
     
Net income per AB Unit: 
  
  
Net income per AB Unit:  
Basic$2.46
 $2.48
 $2.11
Diluted$2.45
 $2.47
 $2.10
See Accompanying Notes to Consolidated Financial Statements.

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62AllianceBernstein
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AllianceBernstein L.P. and Subsidiaries
Consolidated Statements of Comprehensive Income
Years Ended December 31Years Ended December 31
2023202320222021
(in thousands)(in thousands)
Net income
Other comprehensive income:
Foreign currency translation adjustments, before reclassification and tax:
Foreign currency translation adjustments, before reclassification and tax:
Foreign currency translation adjustments, before reclassification and tax:
Less: reclassification adjustment for (losses) gains included in net income upon liquidation
Foreign currency translation adjustments, before tax
Income tax (expense) benefit
Foreign currency translation adjustments, net of tax
Years Ended December 31,
2017 2016 2015
Changes in employee benefit related items:
(in thousands)
Net income$720,800
 $694,846
 $586,302
Other comprehensive (loss) income:     
Foreign currency translation adjustments, before reclassification and tax:28,123
 (19,849) (15,396)
Less: reclassification adjustment for (losses) gains included in net income upon liquidation—
 (6) 1,542
Foreign currency translation adjustments, before tax28,123
 (19,843) (16,938)
Income tax expense—
 —
 —
Foreign currency translation adjustments, net of tax28,123
 (19,843) (16,938)
Unrealized gains (losses) on investments:     
Unrealized gains (losses) arising during period6
 10
 (357)
Less: reclassification adjustment for (losses) gains included in net income—
 (6) 1,256
Changes in unrealized gains (losses) on investments6
 16
 (1,613)
Income tax benefit (expense)3
 (7) 701
Unrealized gains (losses) on investments, net of tax9
 9
 (912)
Changes in employee benefit related items:
Changes in employee benefit related items: 
  
  
Amortization of prior service cost24
 93
 (895)
Recognized actuarial (loss) gain(3,190) (3,043) 3,267
Amortization of prior service cost
Amortization of prior service cost
Recognized actuarial gain
Changes in employee benefit related items(3,166) (2,950) 2,372
Income tax expense(27) (22) (165)
Income tax (expense)
Employee benefit related items, net of tax(3,193) (2,972) 2,207
Other comprehensive gain (loss)24,939
 (22,806) (15,643)
Less: Comprehensive income in consolidated entities attributable to non-controlling interests59,379
 21,426
 6,242
Other comprehensive gain (loss)
Other comprehensive gain (loss)
Less: Comprehensive income (loss) in consolidated entities attributable to non-controlling interests
Comprehensive income attributable to AB Unitholders$686,360
 $650,614
 $564,417
See Accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Changes in Partners’ Capital
Years Ended December 31Years Ended December 31
2023202320222021
(in thousands)(in thousands)
General Partner’s Capital
Balance, beginning of year
Balance, beginning of year
Balance, beginning of year
Net income
Cash distributions to General Partner
Long-term incentive compensation plans activity
Issuance (retirement) of AB Units, net
Issuance of AB Units for CarVal acquisition
Balance, end of year
Balance, end of year
Balance, end of year
Limited Partners' Capital
Balance, beginning of year
Balance, beginning of year
Balance, beginning of year
Net income
Cash distributions to Unitholders
Long-term incentive compensation plans activity
Issuance (retirement) of AB Units, net
Issuance of AB Units for CarVal acquisition
Balance, end of year
Balance, end of year
Balance, end of year
Receivables from Affiliates
Balance, beginning of year
Balance, beginning of year
Balance, beginning of year
Long-term incentive compensation awards expense
Long-term incentive compensation awards expense
Long-term incentive compensation awards expense
Capital contributions (to) from AB Holding
Balance, end of year
AB Holding Units held for Long-term Incentive Compensation Plans
Balance, beginning of year
Balance, beginning of year
Balance, beginning of year
Purchases of AB Holding Units to fund long-term compensation plans, net
(Issuance) retirement of AB Units, net
Long-term incentive compensation awards expense
Re-valuation of AB Holding Units held in rabbi trust
Other
Balance, end of year
Years Ended December 31,
2017 2016 2015
(in thousands)
General Partner’s Capital     
Accumulated Other Comprehensive (Loss)
Accumulated Other Comprehensive (Loss)
Accumulated Other Comprehensive (Loss)
Balance, beginning of year$41,100
 $40,498
 $41,071
Net income6,624
 6,733
 5,799
Cash distributions to General Partner(6,449) (5,384) (5,986)
Long-term incentive compensation plans activity211
 58
 14
(Retirement) issuance of AB Units, net(266) (805) (400)
Other1
 —
 —
Balance, end of year41,221
 41,100
 40,498
Limited Partners' Capital     
Balance, beginning of year4,154,810
 4,091,433
 4,145,926
Net income655,779
 666,625
 574,128
Cash distributions to Unitholders(637,690) (532,180) (591,886)
Long-term incentive compensation plans activity20,859
 5,802
 1,598
(Retirement) issuance of AB Units, net(27,339) (80,084) (40,433)
Other2,422
 3,214
 2,100
Balance, end of year4,168,841
 4,154,810
 4,091,433
Receivables from Affiliates     
Balance, beginning of year(12,830) (14,498) (16,359)
Capital contributions from General Partner344
 1,200
 1,551
Compensation plan accrual156
 313
 (187)
Capital contributions from AB Holding836
 155
 497
Balance, end of year(11,494) (12,830) (14,498)
AB Holding Units held for Long-term Incentive Compensation Plans     
Balance, beginning of year(32,967) (29,332) (36,351)
Purchases of AB Holding Units to fund long-term compensation plans, net(219,627) (235,893) (216,970)
Retirement (issuance) of AB Units, net26,603
 80,515
 40,028
Long-term incentive compensation awards expense185,234
 152,012
 176,040
Re-valuation of AB Holding Units held in rabbi trust(1,931) (269) 7,921
Balance, end of year(42,688) (32,967) (29,332)
Accumulated Other Comprehensive Income (Loss)     
Balance, beginning of year(118,096) (95,353) (79,843)
Unrealized gain (loss) on investments, net of tax9
 9
 (912)
Foreign currency translation adjustment, net of tax27,140
 (19,780) (16,805)
Changes in employee benefit related items, net of tax(3,193) (2,972) 2,207
Balance, end of year
Balance, end of year
Balance, end of year(94,140) (118,096) (95,353)
Total Partners' Capital attributable to AB Unitholders4,061,740
 4,032,017
 3,992,748
Non-redeemable Non-controlling Interests in Consolidated Entities 
  
  
Balance, beginning of year36,172
 24,473
 30,396
Balance, beginning of year
Balance, beginning of year
CarVal acquisition
Net income9,632
 11,398
 6,375
Foreign currency translation adjustment983
 (63) (133)
Purchase of non-controlling interest(2,006) —
 —
Distributions (to) from non-controlling interests of our consolidated venture capital fund activities(43,217) 364
 (12,165)
Distributions to non-controlling interests, net
Distributions to non-controlling interests, net
Distributions to non-controlling interests, net
Adjustment
Balance, end of year1,564
 36,172
 24,473
Total Capital$4,063,304
 $4,068,189
 $4,017,221
See Accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Cash Flows
 Years Ended December 31,
 2017 2016 2015
 (in thousands)
Cash flows from operating activities:     
Net income$720,800
 $694,846
 $586,302
Adjustments to reconcile net income to net cash provided by operating activities:     
Amortization of deferred sales commissions31,886
 41,066
 49,145
Non-cash long-term incentive compensation expense185,234
 152,162
 176,160
Depreciation and other amortization66,999
 59,026
 56,426
Unrealized losses (gains) on investments3,554
 (28,204) 29,281
Unrealized (gains) on investments of consolidated company-sponsored investment funds(36,340) (29,121) —
Losses on real estate asset write-offs8,161
 5,456
 —
Other, net5,028
 3,629
 (2,888)
Changes in assets and liabilities:     
Consolidation of cash and cash equivalents of consolidated company-sponsored investment funds—
 358,534
 —
Decrease (increase) in segregated cash and securities129,747
 (380,823) (88,997)
Decrease (increase) in receivables65,982
 (295,677) (121,985)
Decrease in investments293
 187,752
 58,053
(Increase) in investments of consolidated company-sponsored investment funds(639,067) (342,938) —
Decrease (increase) in deferred sales commissions1,878
 (5,886) (29,925)
(Increase) decrease in other assets(13,131) 12,961
 (42,690)
Increase in other assets and liabilities of consolidated company-sponsored investment funds417,674
 229,524
 —
(Decrease) increase in payables(338,523) 886,520
 65,309
Increase (decrease) in accounts payable and accrued expenses23,090
 2,459
 (32,372)
Increase (decrease) in accrued compensation and benefits12,187
 (3,238) (34,645)
Net cash provided by operating activities645,452
 1,548,048
 667,174
      
Cash flows from investing activities:     
Purchases of investments(12) —
 (168)
Proceeds from sales of investments11
 372
 4,240
Purchases of furniture, equipment and leasehold improvements(39,417) (36,728) (30,217)
Proceeds from sales of furniture, equipment and leasehold improvements75
 15
 2
Purchase of intangible asset—
 (2,500) —
Purchase of businesses, net of cash acquired—
 (20,541) —
Net cash used in investing activities(39,343) (59,382) (26,143)
      
Cash flows from financing activities:     
(Repayment) issuance of commercial paper, net(28,553) (72,003) 93,867
Proceeds from bank loans75,000
 —
 —
Increase (decrease) in overdrafts payable63,393
 (84,512) 79,540
Distributions to General Partner and Unitholders(644,139) (537,564) (597,872)
Capital contributions (to) from non-controlling interests in consolidated entities(43,217) 364
 (12,165)
Purchases (redemptions) of non-controlling interests of consolidated company-sponsored investment funds, net163,164
 (132,837) —
Purchase of non-controlling interest(1,833) —
 —
Capital contributions from affiliates366
 1,000
 2,041
Payments of contingent payment arrangements/purchase of shares(7,592) (5,545) (5,027)
Additional investments by AB Holding with proceeds from exercise of compensatory options to buy AB Holding Units20,110
 6,108
 9,233
Purchases of AB Holding Units to fund long-term incentive compensation plan awards, net(219,627) (235,893) (213,484)
Purchases of AB Units(1,003) (374) (805)
Other—
 (22) (26)
Net cash used in financing activities(623,931) (1,061,278) (644,698)
Effect of exchange rate changes on cash and cash equivalents21,760
 (10,178) (10,353)
Net increase (decrease) in cash and cash equivalents3,938
 417,210
 (14,020)
Cash and cash equivalents as of beginning of the period994,510
 577,300
 555,503
Cash and cash equivalents as of end of the period$998,448
 $994,510
 $541,483
Cash paid:     
Interest paid$30,975
 $11,148
 $3,984
Income taxes paid67,421
 27,387
 25,999
Non-cash investing activities:     
Fair value of assets acquired—
 33,583
 —
Fair value of liabilities assumed—
 1,149
 —
Fair value of redeemable non-controlling interest recorded—
 —
 —
Non-cash financing activities:     
Payables recorded under contingent payment arrangements—
 11,893
 —
Years Ended December 31
202320222021
(in thousands)
Cash flows from operating activities:
Net income$788,619 $775,457 $1,153,734 
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred sales commissions36,817 34,762 34,364 
Non-cash long-term incentive compensation expense180,451 199,390 216,425 
Depreciation and other amortization92,113 66,617 44,985 
Unrealized (gains) losses on investments(7,810)40,857 4,454 
Unrealized (gains) losses on investments of consolidated company-sponsored investment funds(48,350)73,194 1,882 
Non-cash lease expense101,761 99,861 98,773 
(Gain) loss on assets held for sale(800)7,400 — 
Change is estimate of contingent payment arrangements14,050 — — 
Other, net(4,641)14,604 22,580 
Changes in assets and liabilities:
Decrease (increase) in securities, segregated654,751 (18,474)249,521 
Decrease (increase) in receivables629,204 35,410 (360,789)
(Increase) in investments(10,656)(10,331)(27,000)
Decrease (increase) in investments of consolidated company-sponsored investment funds167,712 23,295 (312,325)
(Increase) in deferred sales commissions(71,941)(12,113)(45,197)
(Increase) in other assets(36,263)(5,487)(6,578)
(Increase) decrease in other assets and liabilities of consolidated company-sponsored investment funds, net(23,867)(45,432)38,161 
(Decrease) increase in payables(1,451,280)110,112 214,139 
(Decrease) increase in accounts payable and accrued expenses(6,992)(8,424)35,877 
(Decrease) increase in accrued compensation and benefits(22,848)(150,285)50,545 
Cash payments to relieve operating lease liabilities(107,738)(109,182)(114,769)
Net cash provided by operating activities872,292 1,121,231 1,298,782 
Cash flows from investing activities:
Purchases of furniture, equipment and leasehold improvements(33,627)(62,308)(61,931)
Acquisition of businesses, net of cash acquired— 40,282 (3,793)
Net cash used in investing activities(33,627)(22,026)(65,724)
Cash flows from financing activities:
Proceeds from debt, net164,316 235,000 80,000 
(Decrease) increase in overdrafts payable— (25,411)16,192 
Distributions to General Partner and Unitholders(839,271)(1,069,820)(1,059,892)
(Redemptions) subscriptions of non-controlling interests of consolidated company-sponsored investment funds, net(183,245)3,843 313,699 
Capital contributions (to) from affiliates(2,164)1,590 (2,346)
Additional investments by AB Holding with proceeds from exercise of compensatory options to buy AB Holding Units— 178 3,402 
Purchases of AB Holding Units to fund long-term incentive compensation plan awards, net(144,086)(210,568)(261,825)
Payment of acquisition-related debt obligation— (42,661)— 
Other, net(4,870)(2,131)(2,186)
Net cash used in financing activities(1,009,320)(1,109,980)(912,956)
Effect of exchange rate changes on cash and cash equivalents22,527 (56,234)(17,982)
Net (decrease) increase in cash and cash equivalents(148,128)(67,009)302,120 
Cash and cash equivalents as of beginning of the period1,309,017 1,376,026 1,073,906 
Cash and cash equivalents as of end of the period$1,160,889 $1,309,017 $1,376,026 
Cash paid:
Interest paid$155,335 $78,434 $5,263 
Income taxes paid57,261 55,473 55,656 
Non-cash investing activities:
Fair value of assets acquired (excluding cash acquired of zero, $40.8 million and $2.8 million, for 2023, 2022 and 2021, respectively)— 1,085,141 13,235 
Fair value of deferred tax asset recorded— 5,072 — 
Fair value of liabilities assumed— 296,750 1,642 
Fair value of non-redeemable non-controlling interest recorded— 13,191 — 
Non-cash financing activities:
Payables recorded under contingent payment arrangements— 231,385 7,800 
Equity consideration issued in connection with acquisition— 589,169 — 
See Accompanying Notes to Consolidated Financial Statements.

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Notes to Consolidated Financial Statements
The words “we” and “our” refer collectively to AllianceBernstein L.P. and its subsidiaries (“AB”), or to their officers and employees. Similarly, the word “company” refers to AB. Cross-references are in italics.
1. Business Description and Organization
We provide research, diversified investment management, research and related services globally to a broad range of clients. Our principal services include:
•Institutional Services—Services—servicing our institutional clients, including private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and affiliates such as AXA S.A.Equitable Holdings, Inc. ("AXAEQH") and its subsidiaries, by means of separately-managedseparately managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles.
•Retail Services—Services—servicing our 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-managedseparately managed account programs sponsored by financial intermediaries worldwide and other investment vehicles.
•Private Wealth Management Services—Services—servicing our 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-managedseparately managed accounts, hedge funds, mutual funds and other investment vehicles.
•Bernstein Research Services—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.
We also provide distribution, shareholder servicing, transfer agency services and administrative services to the mutual funds we sponsor.
Our high-quality, in-depth research is the foundation of our business.asset management and private wealth management businesses. Our research disciplines include economic, fundamental equity, fixed income and quantitative research. In addition, we have experts focused onexpertise in multi-asset strategies, wealth management, environmental, social and corporate governance ("ESG"), and alternative investments.
We provide a broad range of investment services with expertise in:
Actively-managed•Actively managed equity strategies withacross global and regional portfolios acrossuniverses, as well as capitalization ranges, concentration ranges and investment strategies, including value, growth and core equities;
equities;
Actively-managed•Actively managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies;
Passive management, including index and enhanced index strategies;
Alternative•Actively managed alternative investments, including fundamental and systematically-driven hedge funds, fund of hedge funds and private equity (e.g.direct assets (e.g., direct lending, real estate investingdebt and direct lending)private equity); and
•Portfolios with Purpose, including Sustainable, Impact and Responsible+ (Climate-Conscious and ESG leaders) equity, fixed income and multi-asset strategies that address our clients' desire to invest their capital with a dedicated ESG focus, while pursuing strong investment returns;
•Multi-asset solutionsservices and services,solutions, including dynamic asset allocation, customized target-date funds and target-risk funds.funds; and
Our services span various investment disciplines,•Passively managed equity and fixed income strategies, including market capitalization (e.g., large-, mid-index, ESG 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.
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Organization
As of December 31, 2017, AXA, a société anonyme organized under the laws of France and the holding company for the AXA Group, a worldwide leader in financial protection, through certain of its subsidiaries (“AXA and its subsidiaries”) owns2023, EQH owned approximately 3.9%3.5% of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. (“AB Holding Units”). AllianceBernstein Corporation (an indirect wholly-owned subsidiary of AXA,EQH, “General Partner”) is the general partner of both AllianceBernstein Holding L.P. (“AB Holding”) and AB. AllianceBernstein Corporation owns 100,000 general partnership units in AB Holding and a 1%1.0% general partnership interest in AB.

As of December 31, 2017,2023, the ownership structure of AB, including limited partnership units outstanding as well as the general partner's 1%1.0% interest, iswas as follows:
AXAEQH and its subsidiaries63.359.8 %
AB Holding35.539.5 
Unaffiliated holders1.20.7 
100.0100.0%
Including both the general partnership and limited partnership interests in AB Holding and AB, AXAEQH and its subsidiaries had an approximate 64.7%61.2% economic interest in AB as of December 31, 2017.2023.
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“("US GAAP”GAAP"). The preparation of the consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include AB and its majority-owned and/or controlled subsidiaries, and the consolidated entities that are considered to be variable interest entities ("VIEs") and voting interest entities ("VOEs") in which AB has a controlling financial interest. Non-controlling interests on the consolidated statements of financial condition include the portion of consolidated company-sponsored investment funds in which we do not have direct equity ownership. All significant inter-company transactions and balances among the consolidated entities have been eliminated.
Reclassifications
During 2017, to conform to the current period’s presentation, prior period amounts for:
our consolidated VOEs' investments previously presented as other investments are now presented as investments of consolidated company-sponsored investment funds in the consolidated statements of financial condition;
dividend and interest related to our consolidated company-sponsored investment funds previously presented as other revenues are now presented as dividend and interest income in the consolidated statements of income; and
certain derivatives previously included in investments of consolidated company-sponsored investment funds are now presented separately as derivative instruments and included in other assets and liabilities of consolidated company-sponsored investment funds in the consolidated statements of financial condition.
Lastly, all disclosures relating to the investments, derivatives and fair value of consolidated company-sponsored investment funds previously presented in Notes 6, 7, 8 and 9 are now separately disclosed in Note 14, Consolidated Company-Sponsored Investment Funds.

Recently Adopted Accounting Pronouncements or Accounting Pronouncements
Not Yet Adopted
Recently Adopted Accounting Pronouncements

During 2023, there have been no recently adopted accounting pronouncements that have or are expected to have a material impact on our consolidated results of operations.
Accounting Pronouncements Not Yet Adopted
In March 2016,December 2023, the Financial Accounting Standards Board (“FASB”(“FASB”) issued Accounting Standards Update (“ASU”) 2016-07, Investments - Equity MethodASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This amendment is expected to enhance the transparency and Joint Ventures: Simplifying the Transitiondecision usefulness of income tax disclosures by requiring public business entities, on an annual basis, to the Equity Method of Accounting. The amendment eliminates the current requirement for a retroactive adjustment and instead requires that the investor add the cost of acquiring the additional interestdisclose specific categories in the investee to the current basis of the investor's previously held interestrate reconciliation, additional information for reconciling items that meet a quantitative threshold and adopt the equity method of accounting as of the date the investment becomes qualifiedcertain information about income taxes paid. This revised guidance is effective for equity method accounting. Additionally, the amendment requires that an entity that has an available-for-sale equity security that becomes qualifiedfinancial statements issued for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. We adopted this standard on January 1, 2017.fiscal years beginning after December 15, 2024. The adoption of this standard didrevised guidance will not have a material impact on our financial condition or results of operations.


In March 2016,November 2023, the FASB issued ASU 2016-09, 2023-07, Segment Reporting(Topic 280): Improvements to Employee Share-Based Payment Accounting. The amendment includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements, including income tax effects of share-based payments, minimum statutory tax withholding requirements and forfeitures. We adopted this standard on January 1, 2017 on a prospective basis. The adoption of this standard did not have a material impact on our financial condition or results of operations.

Accounting Pronouncements Not Yet Adopted

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

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The amendment addresses certain aspects of recognition, measurement, presentation and disclosure of financial instrumentsincremental segment information on an annual and interim basis. This ASU is effective for fiscal years (and interim periods within those years) beginning after December 15, 2017. The amendment will result in a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for one provision relating to equity securities without readily determinable fair values, which provision will be applied prospectively. The amendment is not expected to have a material impact on our financial condition or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases. The amendment requires recognition of lease assets2023, and lease liabilities on the statement of financial condition and disclosure of key information about leasing arrangements. Specifically, this guidance requires an operating lease lessee to recognize on the statement of financial condition a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. However, for leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities. The amendment is effective for fiscal years (and interim periods within those years)fiscal years beginning after December 15, 20182024, and requires lesseesretrospective application to recognize and measure leases at the beginning of the earliest periodall prior periods presented in the financial statements using a modified retrospective approach. Management isstatements. We are currently evaluating the impactimpacts of the new standard.
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Revenue Recognition
Investment Advisory and Services Fees
AB provides asset management services by managing customer assets and seeking to deliver investment returns to investors. Each investment management contract between AB and a customer creates a distinct, separately identifiable performance obligation for each day the customer’s assets are managed as the customer can benefit from each day of service. In accordance with ASC 606, a series of distinct goods and services that are substantially the adoptionsame and have the same pattern of this standard willtransfer to the customer are treated as a single performance obligation. Accordingly, we have determined that our investment and advisory services are performed over time and entitle us to variable consideration earned based on the value of the investors’ assets under management (“AUM”).
We calculate AUM using established market-based valuation methods and fair valuation (non-observable market) methods. Market-based valuation methods include: last sale/settle prices from an exchange for actively-traded listed equities, options and futures; evaluated bid prices from recognized pricing vendors for fixed income, asset-backed or mortgage-backed issues; mid prices from recognized pricing vendors and brokers for credit default swaps; and quoted bids or spreads from pricing vendors and brokers for other derivative products. Fair valuation methods include: discounted cash flow models or any other methodology that is validated and approved by our consolidated financial statements.Valuation Committee (see paragraph immediately below for additional information about 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.

In August 2016,The Valuation Committee, which consists of senior officers and employees, is responsible for overseeing the FASB issued ASU 2016-15, pricing and valuation of all investments held in client and AB portfolios. The Valuation Committee has adopted a Statement of Cash Flows (Topic 230). Pricing Policies describing principles and policies that apply to pricing and valuing investments held in these portfolios. We also have a Pricing Group, which reports to the Valuation Committee and is responsible for overseeing the pricing process for all investments. We record as revenue investment advisory and services base fees, which we generally calculate as a percentage of AUM. At month-end, all the components of the transaction price (i.e., the base fee calculation) are no longer variable and the value of the consideration is determined. These fees are not subject to claw back and there is minimal probability that a significant reversal of the revenue recorded will occur. 
The amendmenttransaction price for the asset management performance obligation for certain investment advisory contracts, including those associated with hedge funds and other alternative investments, provide for a performance-based fee (including carried interest), in addition to a base advisory fee, which is intendedcalculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. The performance-based fees are forms of variable consideration and are therefore excluded from the transaction price until it becomes probable that there will not be significant reversal of the cumulative revenue recognized. At each reporting date, we evaluate the constraining factors, discussed below, surrounding the variable consideration to reduce diversity in practice in how certain transactions are classifieddetermine the extent to which, if any, revenues associated with the performance-based fee can be recognized.
Constraining factors impacting the amount of variable consideration included in the statementtransaction price include: the contractual claw-back provisions to which the variable consideration is subject, the length of cash flows.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 AUM market value and the level at which the AUM value exceeds the contractual threshold required to earn such a fee.
Bernstein Research Services
Bernstein Research Services revenue consists principally of commissions received, and to a lesser but increasing extent, direct payments for trade execution services and equity research services provided to institutional clients. Brokerage commissions for trade execution services and related expenses are recorded on a trade-date basis when the performance obligations are satisfied. Generally, the transaction price is agreed upon at the time of each trade and is based upon the number of shares traded or the value of the consideration traded. The amendment is effectivetransaction price for fiscal years (and interim periods within those years) beginning after December 15, 2017 and should be applied using the retrospective transition method. The amendmentresearch revenues is not expectedfixed and is at the customer's discretion. In many cases there is no contract between AB and the customer for research services, so there is no performance obligation present that requires AB to haveprovide the research or for the customer to compensate AB for the research consumed. The customer has the unilateral right to determine the amount it will pay and whether it will continue to receive research. Research revenues are recognized when the transaction price is quantified, collectability is assured and significant reversal of such revenue is not probable.
In the fourth quarter of 2022, AB and Société Générale (EURONEXT: GLE, “SocGen”), a material impact on our financial condition or results of operations.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requiresleading European bank, announced plans to form a hypothetical purchase price allocation.joint venture combining their respective cash equities and research businesses. As a result, the Bernstein Research Services ("BRS") business has been classified as held for sale. For further discussion, see Note 24 Acquisitions and Divestitures.
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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 revised guidance,distribution expenses they incur. The variable consideration can be determined in different ways, as discussed below, as we satisfy the performance obligation depending on the contractual arrangements with the customer and the specific product sold.
Most open-end U.S. funds have adopted a goodwill impairment willplan under Rule 12b-1 of the Investment Company Act that allows the fund to pay, out of assets of the fund, distribution and service fees for the distribution and sale of its shares (“12b-1 fees”). The open-end U.S. funds have such agreements with us, and we have selling and distribution agreements pursuant to which we pay sales commissions to the financial intermediaries that distribute our open-end U.S. funds. These agreements are terminable by either party upon notice (generally 30 days) and do not obligate the financial intermediary to sell any specific amount of fund shares.
We record 12b-1 fees monthly based upon a percentage of the net asset value (“NAV”) of the funds. At month-end, the variable consideration of the transaction price is no longer constrained as the NAV can be calculated and the amountvalue of consideration is determined. These services are separate and distinct from other asset management services as the customer can benefit from these services independently of other services. We accrue the corresponding 12b-1 fees paid to sub-distributors monthly as the expenses are incurred. We are acting in a principal capacity in these transactions; as such, these revenues and expenses are recorded on a gross basis.
We offer back-end load shares in limited instances and charge the investor a contingent deferred sales charge (“CDSC”) if the investment is redeemed within a certain period. The variable consideration for these contracts is contingent on the timing of the redemption by the investor and the value of the sale proceeds. Due to these constraining factors, we exclude the CDSC fee from the transaction price until the investor redeems the investment. Upon redemption, the cash consideration received for these contractual arrangements are recorded as reductions of unamortized deferred sales commissions.
Our Luxembourg subsidiary, the management company for most of our non-U.S. funds, earns a management fee that is accrued daily and paid monthly, at an annual rate, based on the average daily net assets of the fund. With respect to certain share classes, the management fee may also contain a component that is paid to distributors and other financial intermediaries and service providers to cover shareholder servicing and other administrative expenses (also referred to as an All-in-Fee). As we have concluded that asset management is distinct from distribution, we allocate a portion of the investment and advisory fee to distribution revenues for the servicing component based on standalone selling prices.
Other Revenues
Revenues from contracts with customers include a portion of other revenues, which consists primarily of shareholder servicing fees, as well as mutual fund reimbursements and other brokerage income.
We provide shareholder services, which include transfer agency, administrative and recordkeeping services provided to company-sponsored mutual funds. The consideration for these services is based on a reporting unit's carrying value exceeds itspercentage of the NAV of the fund or a fixed fee based on the number of shareholder accounts being serviced. The revenues are recorded at month-end when the constraining factors involved with determining NAV or the number of shareholders’ accounts are resolved.
Non-Contractual Revenues
Dividend and interest income is accrued as earned. Investment gains and losses on the consolidated statements of income include unrealized gains and losses of trading and private equity investments stated at fair value, equity in earnings of our limited partnership hedge fund investments, and realized gains and losses on investments sold.
Contract Assets and Liabilities
We use the practical expedient for contracts that have an original duration of one year or less. Accordingly, we do not to exceedconsider the carrying amounttime value of goodwill. The revised guidance will be applied prospectively,money and, is effective in 2020. The revised guidance isinstead, accrue the incremental costs of obtaining the contract when incurred. As of December 31, 2023, the balances of contract assets and contract liabilities are not expected to have aconsidered material impact on our financial condition or resultsand, accordingly, no further disclosures are necessary.
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Part II
In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendment requires that an employer disaggregate the service cost component from the other components of net benefit costs on the income statement. The amendment is effective for fiscal years (and interim periods within those years) beginning after December 15, 2017 and should be applied retrospectively. The amendment is not expected to have a material impact on our results of operations.


In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation, Scope of Modification Accounting. The amendment provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation - Stock Compensation, to a change to the terms or conditions of a share-based payment award. This amendment is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 and will be applied prospectively to an award modified on or after the adoption date. This amendment is not expected to have a material impact on our results of operations.

Consolidation of company-sponsored investment funds
We adopted ASU 2015-02, Consolidation - Amendments to the Consolidation Analysis (“ASU 2015-02”) effective January 1, 2016.Company-Sponsored Investment Funds
For legal entities (company-sponsored investment funds) evaluated for consolidation, we first determine whether the fees we receive and the interests we hold qualify as a variable interest in the entity, including an evaluation of fees paid to us as a decision maker or service provider to the entity being evaluated. Fees received by us are not variable interests if (i) the fees are compensation for services provided and are commensurate with the level of effort required to provide those services, (ii) the service arrangement includes only terms, conditions or amounts that are customarily present in arrangements for similar services negotiated at arm’s length, and (iii) our other economic interests in the entity held directly and indirectly through our related parties, as well as economic interests held by related parties under common control, would not absorb more than an insignificant amount of the entity’s losses or receive more than an insignificant amount of the entity’s benefits. For purposes of determining whether AB has an equity interest in an entity, the related parties referred to above are those entities under common control that AB has a direct variable interest in and considered a consolidated entity. Our parent company, EQH, regularly invests in our seed program. In this circumstance, EQH is not considered a related party for our consolidation analysis because AB does not have a direct variable interest in EQH.
For those entities in which we have a variable interest, we perform an analysis to determine whether the entity is a VIE by considering whether the entity’s equity investment at risk is insufficient, whether the investors lack decision making rights proportional to their ownership percentage of the entity, and whether the investors lack the obligation to absorb an entity’s expected losses or the right to receive an entity’s expected income.
A VIE must be consolidated by its primary beneficiary, which generally is defined as the party that has a controlling financial interest in the VIE. We are deemed to have a controlling financial interest in a VIE if we have (i) the power to direct the activities of the VIE that most significantly affect the VIE's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive income from the VIE that could potentially be significant to the VIE. For purposes of evaluating (ii) above, fees paid to us as a decision maker or service provider are excluded if the amount of fees is commensurate with the level of effort required to be performed and the arrangement includes only customary terms, conditions or amounts present in arrangements for similar services negotiated at arm’s length. The primary beneficiary evaluation generally is performed qualitatively based on all facts and circumstances, as well as quantitatively, as appropriate.
If we have a variable interest in an entity that is determined not to be a VIE, the entity is then evaluated for consolidation under the VOE model. For limited partnerships and similar entities, we are deemed to have a controlling financial interest in a VOE, and would be required to consolidate the entity, if we own a majority of the entity’s kick-out rights through voting limited partnership interests and limited partners do not hold substantive participating rights (or other rights that would indicate that we do not control the entity). For entities other than limited partnerships, we are deemed to have a controlling financial interest in a VOE if we own a majority voting interest in the entity.
The analysis performed regarding the determination of variable interests held, whether entities are VIEs or VOEs, and whether we have a controlling financial interest in such entities, requires the exercise of judgment. The analysis is updated continuously as circumstances change or new entities are formed.
CashRevenue Recognition
Investment Advisory and Services Fees
AB provides asset management services by managing customer assets and Cash Equivalents
Cashseeking to deliver investment returns to investors. Each investment management contract between AB and cash equivalents include cash on hand, demand deposits, money market accounts, overnight commercial papera customer creates a distinct, separately identifiable performance obligation for each day the customer’s assets are managed as the customer can benefit from each day of service. In accordance with ASC 606, a series of distinct goods and highly liquid investments with original maturitiesservices that are substantially the same and have the same pattern of three months or less. Duetransfer to the short-term naturecustomer are treated as a single performance obligation. Accordingly, we have determined that our investment and advisory services are performed over time and entitle us to variable consideration earned based on the value of the investors’ assets under management (“AUM”).
We calculate AUM using established market-based valuation methods and fair valuation (non-observable market) methods. Market-based valuation methods include: last sale/settle prices from an exchange for actively-traded listed equities, options and futures; evaluated bid prices from recognized pricing vendors for fixed income, asset-backed or mortgage-backed issues; mid prices from recognized pricing vendors and brokers for credit default swaps; and quoted bids or spreads from pricing vendors and brokers for other derivative products. Fair valuation methods include: discounted cash flow models or any other methodology that is validated and approved by our Valuation Committee (see paragraph immediately below for additional information about 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 instruments,portfolios. We also have a Pricing Group, which reports to the recorded value has been determined to approximate fair value. The majority of our consolidated VIEs' cashValuation Committee and cash equivalents is pledgedresponsible for overseeing the pricing process for all investments. We record as collateral for short positions in equities.
Fees Receivable, Net
Fees receivable are shown net of allowances. An allowance for doubtful accounts related torevenue investment advisory and services base fees, is determined through an analysiswhich we generally calculate as a percentage of AUM. At month-end, all the components of the agingtransaction price (i.e., the base fee calculation) are no longer variable and the value of receivables, assessmentsthe consideration is determined. These fees are not subject to claw back and there is minimal probability that a significant reversal of collectability based on historical trendsthe revenue recorded will occur. 
The transaction price for the asset management performance obligation for certain investment advisory contracts, including those associated with hedge funds and other qualitativealternative investments, provide for a performance-based fee (including carried interest), in addition to a base advisory fee, which is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. The performance-based fees are forms of variable consideration and quantitativeare therefore excluded from the transaction price until it becomes probable that there will not be significant reversal of the cumulative revenue recognized. At each reporting date, we evaluate the constraining factors, including our relationshipdiscussed below, surrounding the variable consideration to determine the extent to which, if any, revenues associated with the client,performance-based fee can be recognized.
Constraining factors impacting the financial health (or abilityamount of variable consideration included in the transaction price include: the contractual claw-back provisions to pay)which the variable consideration is subject, the length of time to which the uncertainty of the client, current economic conditionsconsideration is subject, the number and whetherrange of possible consideration amounts, the account is active or closed. The allowance for doubtful accounts is not material to fees receivable.

Brokerage Transactions
Customers’ securities transactions are recorded on a settlement date basis, with related commission income and expenses reported on a trade date basis. Receivables from and payables to clients include amounts due on cash and margin transactions. Securities owned by customers are held as collateral for receivables; such collateral is not reflectedprobability of significant fluctuations in the consolidated financial statements. We haveAUM market value and the ability by contract or customlevel at which the AUM value exceeds the contractual threshold required to sell or re-pledge this collateral,earn such a fee.
Bernstein Research Services
Bernstein Research Services revenue consists principally of commissions received, and have done so at various times. As of December 31, 2017, there were no re-pledged securities. Principal securities transactionsto a lesser but increasing extent, direct payments for trade execution services and equity research services provided to institutional clients. Brokerage commissions for trade execution services and related expenses are recorded on a trade-date basis when the performance obligations are satisfied. Generally, the transaction price is agreed upon at the time of each trade dateand is based upon the number of shares traded or the value of the consideration traded. The transaction price for research revenues is not fixed and is at the customer's discretion. In many cases there is no contract between AB and the customer for research services, so there is no performance obligation present that requires AB to provide the research or for the customer to compensate AB for the research consumed. The customer has the unilateral right to determine the amount it will pay and whether it will continue to receive research. Research revenues are recognized when the transaction price is quantified, collectability is assured and significant reversal of such revenue is not probable.
In the fourth quarter of 2022, AB and Société Générale (EURONEXT: GLE, “SocGen”), a leading European bank, announced plans to form a joint venture combining their respective cash equities and research businesses. As a result, the Bernstein Research Services ("BRS") business has been classified as held for sale. For further discussion, see Note 24 Acquisitions and Divestitures.
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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. The variable consideration can be determined in different ways, as discussed below, as we satisfy the performance obligation depending on the contractual arrangements with the customer and the specific product sold.
Most open-end U.S. funds have adopted a plan under Rule 12b-1 of the Investment Company Act that allows the fund to pay, out of assets of the fund, distribution and service fees for the distribution and sale of its shares (“12b-1 fees”). The open-end U.S. funds have such agreements with us, and we have selling and distribution agreements pursuant to which we pay sales commissions to the financial intermediaries that distribute our open-end U.S. funds. These agreements are terminable by either party upon notice (generally 30 days) and do not obligate the financial intermediary to sell any specific amount of fund shares.
We record 12b-1 fees monthly based upon a percentage of the net asset value (“NAV”) of the funds. At month-end, the variable consideration of the transaction price is no longer constrained as the NAV can be calculated and the value of consideration is determined. These services are separate and distinct from other asset management services as the customer can benefit from these services independently of other services. We accrue the corresponding 12b-1 fees paid to sub-distributors monthly as the expenses are incurred. We are acting in a principal capacity in these transactions; as such, these revenues and expenses are recorded on a gross basis.
Securities borrowedWe offer back-end load shares in limited instances and securities loanedcharge the investor a contingent deferred sales charge (“CDSC”) if the investment is redeemed within a certain period. The variable consideration for these contracts is contingent on the timing of the redemption by the investor and the value of the sale proceeds. Due to these constraining factors, we exclude the CDSC fee from the transaction price until the investor redeems the investment. Upon redemption, the cash consideration received for these contractual arrangements are recorded as reductions of unamortized deferred sales commissions.
Our Luxembourg subsidiary, the management company for most of our broker-dealer subsidiariesnon-U.S. funds, earns a management fee that is accrued daily and paid monthly, at an annual rate, based on the average daily net assets of the fund. With respect to certain share classes, the management fee may also contain a component that is paid to distributors and other financial intermediaries and service providers to cover shareholder servicing and other administrative expenses (also referred to as an All-in-Fee). As we have concluded that asset management is distinct from distribution, we allocate a portion of the investment and advisory fee to distribution revenues for the servicing component based on standalone selling prices.
Other Revenues
Revenues from contracts with customers include a portion of other revenues, which consists primarily of shareholder servicing fees, as well as mutual fund reimbursements and other brokerage income.
We provide shareholder services, which include transfer agency, administrative and recordkeeping services provided to company-sponsored mutual funds. The consideration for these services is based on a percentage of the NAV of the fund or a fixed fee based on the number of shareholder accounts being serviced. The revenues are recorded at month-end when the amountconstraining factors involved with determining NAV or the number of cash collateral advanced or received in connection with the transactionshareholders’ accounts are resolved.
Non-Contractual Revenues
Dividend and are included in receivables from and payables to brokers and dealers in the consolidated statements of financial condition. Securities borrowed transactions require us to deposit cash collateral with the lender. With respect to securities loaned, we receive cash collateral from the borrower. See Note 8 for securities borrowed and loaned amounts recorded in our consolidated statements of financial conditioninterest income is accrued as of December 31, 2017 and 2016. The initial collateral advanced or received approximates or is greater than the fair value of securities borrowed or loaned. We monitor the fair value of the securities borrowed and loaned on a daily basis and request additional collateral or return excess collateral, as appropriate. As of December 31, 2017 and 2016, there is no allowance provision required for the collateral advanced. Income or expense is recognized over the life of the transaction.
As of December 31, 2017 and 2016, we had $42.9 million and $41.7 million, respectively, of cash on deposit with clearing organizations for trade facilitation purposes which are reported in other assets in our consolidated statements of financial condition. In addition, as of December 31, 2017 and 2016, we held U.S. Treasury Bills with values totaling $52.6 million and $28.9 million, respectively, in our investment account that are pledged as collateral with clearing organizations which are reported in other investments in our consolidated statements of financial condition. These clearing organizations have the ability by contract or custom to sell or re-pledge this collateral.
Investments
Investments include U.S. Treasury Bills, unconsolidated mutual funds and limited partnership hedge funds we sponsor and manage, various separately-managed portfolios consisting of equity and fixed income securities, exchange-traded options and investments owned by a consolidated venture capital fund in which we own a controlling interest as the general partner and a 10% limited partnership interest.
Investments in U.S. Treasury Bills, mutual funds, and equity and fixed income securities are classified as either trading or available-for-sale securities. Trading investments are stated at fair value with unrealized gains and losses reported in investmentearned. Investment gains and losses on the consolidated statements of income. Available-for-saleincome include unrealized gains and losses of trading and private equity investments are stated at fair value, with unrealized gains and losses reported as a separate component of accumulated other comprehensive income in partners’ capital. Realized gains and losses on the sale of investments are reported in investment gains and losses on the consolidated statements of income. Average cost is used to determine realized gain or loss on investments sold.
We use the equity method of accounting for investments in limited partnership hedge funds. The equity in earnings of our limited partnership hedge fund investments, is reported in investmentand realized gains and losses on investments sold.
Contract Assets and Liabilities
We use the consolidated statementspractical expedient for contracts that have an original duration of income.
There are two private equity investments thatone year or less. Accordingly, we account for at fair value. Adjustments to fair value are reported in investment gains and losses ondo not consider the consolidated statements of income.
See Note 9 for a description of how we measure the fairtime value of our investments.
Furniture, Equipmentmoney and, Leasehold Improvements, Net
Furniture, equipment and leasehold improvements are stated at cost, less accumulated depreciation and amortization. Depreciation is recognized on a straight-line basis overinstead, accrue the estimated useful livesincremental costs of eight years for furniture and three to six years for equipment and software. Leasehold improvements are amortized on a straight-line basis overobtaining the lesser of their estimated useful lives or the terms of the related leases.
Goodwill
In 2000, AB acquired SCB Inc., an investment research and management company formerly known as Sanford C. Bernstein Inc. (“Bernstein”). The Bernstein acquisition was accounted for under the purchase method and the cost of the acquisition was 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, resulted in the recognition of goodwill of approximately $3.0 billion.
contract when incurred. As of December 31, 2017, goodwill2023, the balances of $3.1 billion oncontract assets and contract liabilities are not considered material and, accordingly, no further disclosures are necessary.
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Consolidation of Company-Sponsored Investment Funds
For legal entities (company-sponsored investment funds) evaluated for consolidation, we first determine whether the consolidated statement of financial condition included $2.8 billionfees we receive and the interests we hold qualify as a resultvariable interest in the entity, including an evaluation of fees paid to us as a decision maker or service provider to the entity being evaluated. Fees received by us are not variable interests if (i) the fees are compensation for services provided and are commensurate with the level of effort required to provide those services, (ii) the service arrangement includes only terms, conditions or amounts that are customarily present in arrangements for similar services negotiated at arm’s length, and (iii) our other economic interests in the entity held directly and indirectly through our related parties, as well as economic interests held by related parties under common control, would not absorb more than an insignificant amount of the Bernstein acquisition and $266 millionentity’s losses or receive more than an insignificant amount of the entity’s benefits. For purposes of determining whether AB has an equity interest in regardan entity, the related parties referred to various smaller acquisitions. We have determinedabove are those entities under common control that AB has a direct variable interest in and considered a consolidated entity. Our parent company, EQH, regularly invests in our seed program. In this circumstance, EQH is not considered a related party for our consolidation analysis because AB does not have a direct variable interest in EQH.
For those entities in which we have a variable interest, we perform an analysis to determine whether the entity is a VIE by considering whether the entity’s equity investment at risk is insufficient, whether the investors lack decision making rights proportional to their ownership percentage of the entity, and whether the investors lack the obligation to absorb an entity’s expected losses or the right to receive an entity’s expected income.
A VIE must be consolidated by its primary beneficiary, which generally is defined as the party that has a controlling financial interest in the VIE. We are deemed to have a controlling financial interest in a VIE if we have (i) the power to direct the activities of the VIE that most significantly affect the VIE's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive income from the VIE that could potentially be significant to the VIE. For purposes of evaluating (ii) above, fees paid to us as a decision maker or service provider are excluded if the amount of fees is commensurate with the level of effort required to be performed and the arrangement includes only one reporting segment and reporting unit.
We test our goodwill annually, as of September 30,customary terms, conditions or amounts present in arrangements for impairment. As of September 30, 2017, the impairment test indicated that goodwill was not impaired. We also review the carrying value of goodwill ifsimilar services negotiated at arm’s length. The primary beneficiary evaluation generally is performed qualitatively based on all facts and circumstances, occuras well as quantitatively, as appropriate.
If we have a variable interest in an entity that suggest possible impairment, such as significant declinesis determined not to be a VIE, the entity is then evaluated for consolidation under the VOE model. For limited partnerships and similar entities, we are deemed to have a controlling financial interest in AUM, revenues, earnings ora VOE, and would be required to consolidate the priceentity, if we own a majority of an AB Holding Unit. There were no facts or circumstances occurringthe entity’s kick-out rights through voting limited partnership interests and limited partners do not hold substantive participating rights (or other rights that would indicate that we do not control the entity). For entities other than limited partnerships, we are deemed to have a controlling financial interest in a VOE if we own a majority voting interest in the fourth quarterentity.
The analysis performed regarding the determination of 2017 suggesting possible impairment.
Intangible Assets, Net
Intangible assets consist primarilyvariable interests held, whether entities are VIEs or VOEs, and whether we have a controlling financial interest in such entities, requires the exercise of costs assigned to acquired investment management contracts of Bernstein based on their estimated fair value at the time of acquisition, less accumulated amortization. Intangible assetsjudgment. The analysis is updated continuously as circumstances change or new entities are recognized at fair value and generally are amortized on a straight-line basis over their estimated useful life ranging from six years to 20 years.formed.
As of December 31, 2017, intangible assets, net of accumulated amortization, of $105.8 million on the consolidated statement of financial condition consists of $92.3 million of finite-lived intangible assets subject to amortization, of which $56.9 million relates to the Bernstein acquisition, and $13.5 million of indefinite-lived intangible assets not subject to amortization in regard to other acquisitions. As of December 31, 2016, intangible assets, net of accumulated amortization, of $134.6 million on the consolidated statement of financial condition consisted of $121.1 million of finite-lived intangible assets subject to amortization, of which $77.6 million related to the Bernstein acquisition, and $13.5 million of indefinite-lived intangible assets not subject to amortization in regard to other acquisitions. The gross carrying amount of finite-lived intangible assets totaled $473.7 million as of December 31, 2017 and $476.1 million as of December 31, 2016, and accumulated amortization was $381.4 million as of December 31, 2017 and $355.0 million as of December 31, 2016. Amortization expense was $27.9 million for 2017, $26.3 million for 2016 and $25.8 million for 2015. Estimated annual amortization expense for each of the next two years is approximately $28 million, then approximately $20 million in year three and $4 million in years four and five.
We periodically review 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.
Deferred Sales Commissions, Net
We pay commissions to financial intermediaries in connection with the sale of shares of open-end company-sponsored mutual funds sold without a front-end sales charge (“back-end load shares”). These commissions are capitalized as deferred sales commissions and amortized over periods not exceeding five and one-half years for U.S. fund shares and four years for Non-U.S. Fund shares, the periods of time during which deferred sales commissions generally are recovered. We recover these commissions from distribution services fees received from those funds and from contingent deferred sales commissions (“CDSC”) received from shareholders of those funds upon the redemption of their shares. CDSC cash recoveries are recorded as reductions of unamortized deferred sales commissions when received. Since January 31, 2009, our U.S. mutual funds have not offered back-end load shares to new investors. As of December 31, 2016, our Non-U.S. Funds are no longer offering back-end load shares, except in isolated instances.
We periodically review the deferred sales commission asset for impairment as events or changes in circumstances indicate that the carrying value may not be recoverable. If these factors indicate impairment in value, we compare the carrying value to the undiscounted cash flows expected to be generated by the asset over its remaining life. If we determine the deferred sales commission asset is not fully recoverable, the asset will be deemed impaired and a loss will be recorded in the amount by which the recorded amount of the asset exceeds its estimated fair value. There were no impairment charges recorded during 2017 or 2016.
Loss Contingencies
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.
Revenue Recognition
We record
Investment Advisory and Services Fees
AB provides asset management services by managing customer assets and seeking to deliver investment returns to investors. Each investment management contract between AB and a customer creates a distinct, separately identifiable performance obligation for each day the customer’s assets are managed as revenue investment advisorythe customer can benefit from each day of service. In accordance with ASC 606, a series of distinct goods and services fees, which we generally calculatethat are substantially the same and have the same pattern of transfer to the customer are treated as a percentage of AUM, assingle performance obligation. Accordingly, we performhave determined that our investment and advisory services are performed over time and entitle us to variable consideration earned based on the related services. Certain investment advisory contracts, including those associated with hedge funds or other alternative investments, provide for a performance-based fee, in addition to a base advisory fee, which is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. We record performance-based fees as a component of revenue at the end of each contract’s measurement period. We initially record carried interest distributions as a deferred revenue liability when the carried interest distributions are subject to claw-back provisions. We recognize the carried interest distributions as revenues when the potential claw-back obligations are mathematically remote, which may not occur until at or near terminationvalue of the applicable fund.investors’ assets under management (“AUM”).
We calculate AUM using established market-based valuation methods and fair valuation (non-observable market) methods. Market-based valuation methods include: last sale/settle prices from an exchange for actively-traded listed equities, options and futures; evaluated bid prices from recognized pricing vendors for fixed income, asset-backed or mortgage-backed issues; mid prices from recognized pricing vendors and brokers for credit default swaps; and quoted bids or spreads from pricing vendors and brokers for other derivative products. Fair valuation methods include: discounted cash flow models evaluation of assets versus liabilities or any other methodology that is validated and approved by our Valuation Committee (see paragraph immediately below for additional information about our Valuation Committee). Fair valuation methods are used only where AUM cannot be valued using market-based valuation methods, such as in the case of private equity or illiquid securities.
The Valuation Committee, which consists of senior officers and employees, is responsible for overseeing the pricing and valuation of all investments held in client and AB portfolios. The Valuation Committee has adopted a Statement of Pricing Policies describing principles and policies that apply to pricing and valuing investments held in these portfolios. We also have a Pricing Group, which reports to the Valuation Committee and is responsible for overseeing the pricing process for all investments.
We earn revenues for providingrecord as revenue investment research to,advisory and executing brokerage transactions for, institutional clients. These clients compensate us principally by directing us to execute brokerage transactions on their behalf, forservices base fees, which we generally calculate as a percentage of AUM. At month-end, all the components of the transaction price (i.e., the base fee calculation) are no longer variable and the value of the consideration is determined. These fees are not subject to claw back and there is minimal probability that a significant reversal of the revenue recorded will occur. 
The transaction price for the asset management performance obligation for certain investment advisory contracts, including those associated with hedge funds and other alternative investments, provide for a performance-based fee (including carried interest), in addition to a base advisory fee, which is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. The performance-based fees are forms of variable consideration and are therefore excluded from the transaction price until it becomes probable that there will not be significant reversal of the cumulative revenue recognized. At each reporting date, we evaluate the constraining factors, discussed below, surrounding the variable consideration to determine the extent to which, if any, revenues associated with the performance-based fee can be recognized.
Constraining factors impacting the amount of variable consideration included in the transaction price include: the contractual claw-back provisions to which the variable consideration is subject, the length of time to which the uncertainty of the consideration is subject, the number and range of possible consideration amounts, the probability of significant fluctuations in the AUM market value and the level at which the AUM value exceeds the contractual threshold required to earn such a fee.
Bernstein Research Services
Bernstein Research Services revenue consists principally of commissions received, and to a lesser but increasing extent, by paying us directlydirect payments for trade execution services and equity research services provided to institutional clients. Brokerage commissions for trade execution services and related expenses are recorded on a trade-date basis when the performance obligations are satisfied. Generally, the transaction price is agreed upon at the time of each trade and is based upon the number of shares traded or the value of the consideration traded. The transaction price for research through commission sharingrevenues is not fixed and is at the customer's discretion. In many cases there is no contract between AB and the customer for research services, so there is no performance obligation present that requires AB to provide the research or for the customer to compensate AB for the research consumed. The customer has the unilateral right to determine the amount it will pay and whether it will continue to receive research. Research revenues are recognized when the transaction price is quantified, collectability is assured and significant reversal of such revenue is not probable.
In the fourth quarter of 2022, AB and Société Générale (EURONEXT: GLE, “SocGen”), a leading European bank, announced plans to form a joint venture combining their respective cash equities and research businesses. As a result, the Bernstein Research Services ("BRS") business has been classified as held for sale. For further discussion, see Note 24 Acquisitions and Divestitures.
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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. The variable consideration can be determined in different ways, as discussed below, as we satisfy the performance obligation depending on the contractual arrangements with the customer and the specific product sold.
Most open-end U.S. funds have adopted a plan under Rule 12b-1 of the Investment Company Act that allows the fund to pay, out of assets of the fund, distribution and service fees for the distribution and sale of its shares (“12b-1 fees”). The open-end U.S. funds have such agreements orwith us, and we have selling and distribution agreements pursuant to which we pay sales commissions to the financial intermediaries that distribute our open-end U.S. funds. These agreements are terminable by either party upon notice (generally 30 days) and do not obligate the financial intermediary to sell any specific amount of fund shares.
We record 12b-1 fees monthly based upon a percentage of the net asset value (“NAV”) of the funds. At month-end, the variable consideration of the transaction price is no longer constrained as the NAV can be calculated and the value of consideration is determined. These services are separate and distinct from other asset management services as the customer can benefit from these services independently of other services. We accrue the corresponding 12b-1 fees paid to sub-distributors monthly as the expenses are incurred. We are acting in a principal capacity in these transactions; as such, these revenues and expenses are recorded on a gross basis.
We offer back-end load shares in limited instances and charge the investor a contingent deferred sales charge (“CDSC”) if the investment is redeemed within a certain period. The variable consideration for these contracts is contingent on the timing of the redemption by the investor and the value of the sale proceeds. Due to these constraining factors, we exclude the CDSC fee from the transaction price until the investor redeems the investment. Upon redemption, the cash payments.consideration received for these contractual arrangements are recorded as reductions of unamortized deferred sales commissions.
DistributionOur Luxembourg subsidiary, the management company for most of our non-U.S. funds, earns a management fee that is accrued daily and paid monthly, at an annual rate, based on the average daily net assets of the fund. With respect to certain share classes, the management fee may also contain a component that is paid to distributors and other financial intermediaries and service providers to cover shareholder servicing and other administrative expenses (also referred to as an All-in-Fee). As we have concluded that asset management is distinct from distribution, we allocate a portion of the investment and advisory fee to distribution revenues for the servicing component based on standalone selling prices.
Other Revenues
Revenues from contracts with customers include a portion of other revenues, which consists primarily of shareholder servicing fees, (included inas well as mutual fund reimbursements and other revenues),brokerage income.
We provide shareholder services, which include transfer agency, administrative and dividendrecordkeeping services provided to company-sponsored mutual funds. The consideration for these services is based on a percentage of the NAV of the fund or a fixed fee based on the number of shareholder accounts being serviced. The revenues are recorded at month-end when the constraining factors involved with determining NAV or the number of shareholders’ accounts are resolved.
Non-Contractual Revenues
Dividend and interest income areis accrued as earned. Investment gains and losses on the consolidated statements of income include unrealized gains and losses of trading and private equity investments stated at fair value, equity in earnings of our limited partnership hedge fund investments, and realized gains and losses on investments sold.
Contingent Payment Arrangements
Contract Assets and Liabilities
We use the practical expedient for contracts that have an original duration of one year or less. Accordingly, we do not consider the time value of money and, instead, accrue the incremental costs of obtaining the contract when incurred. As of December 31, 2023, the balances of contract assets and contract liabilities are not considered material and, accordingly, no further disclosures are necessary.
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Consolidation of Company-Sponsored Investment Funds
For legal entities (company-sponsored investment funds) evaluated for consolidation, we first determine whether the fees we receive and the interests we hold qualify as a variable interest in the entity, including an evaluation of fees paid to us as a decision maker or service provider to the entity being evaluated. Fees received by us are not variable interests if (i) the fees are compensation for services provided and are commensurate with the level of effort required to provide those services, (ii) the service arrangement includes only terms, conditions or amounts that are customarily present in arrangements for similar services negotiated at arm’s length, and (iii) our other economic interests in the entity held directly and indirectly through our related parties, as well as economic interests held by related parties under common control, would not absorb more than an insignificant amount of the entity’s losses or receive more than an insignificant amount of the entity’s benefits. For purposes of determining whether AB has an equity interest in an entity, the related parties referred to above are those entities under common control that AB has a direct variable interest in and considered a consolidated entity. Our parent company, EQH, regularly invests in our seed program. In this circumstance, EQH is not considered a related party for our consolidation analysis because AB does not have a direct variable interest in EQH.
For those entities in which we have a variable interest, we perform an analysis to determine whether the entity is a VIE by considering whether the entity’s equity investment at risk is insufficient, whether the investors lack decision making rights proportional to their ownership percentage of the entity, and whether the investors lack the obligation to absorb an entity’s expected losses or the right to receive an entity’s expected income.
A VIE must be consolidated by its primary beneficiary, which generally is defined as the party that has a controlling financial interest in the VIE. We are deemed to have a controlling financial interest in a VIE if we have (i) the power to direct the activities of the VIE that most significantly affect the VIE's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive income from the VIE that could potentially be significant to the VIE. For purposes of evaluating (ii) above, fees paid to us as a decision maker or service provider are excluded if the amount of fees is commensurate with the level of effort required to be performed and the arrangement includes only customary terms, conditions or amounts present in arrangements for similar services negotiated at arm’s length. The primary beneficiary evaluation generally is performed qualitatively based on all facts and circumstances, as well as quantitatively, as appropriate.
If we have a variable interest in an entity that is determined not to be a VIE, the entity is then evaluated for consolidation under the VOE model. For limited partnerships and similar entities, we are deemed to have a controlling financial interest in a VOE, and would be required to consolidate the entity, if we own a majority of the entity’s kick-out rights through voting limited partnership interests and limited partners do not hold substantive participating rights (or other rights that would indicate that we do not control the entity). For entities other than limited partnerships, we are deemed to have a controlling financial interest in a VOE if we own a majority voting interest in the entity.
The analysis performed regarding the determination of variable interests held, whether entities are VIEs or VOEs, and whether we have a controlling financial interest in such entities, requires the exercise of judgment. The analysis is updated continuously as circumstances change or new entities are formed.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits, money market accounts, overnight commercial paper and highly liquid investments with original maturities of three months or less. Due to the short-term nature of these instruments, the recorded value has been determined to approximate fair value (and considered Level 1 securities in the fair value hierarchy).
Fees Receivable, Net
Fees receivable are shown net of allowances. An allowance for doubtful accounts related to investment advisory and services fees is determined through an analysis of the aging of receivables, assessments of collectability based on historical trends and other qualitative and quantitative factors, including our relationship with the client, the financial health (or ability to pay) of the client, current economic conditions and whether the account is active or closed. The allowance for doubtful accounts is not material to fees receivable.
Brokerage Transactions
Customers’ securities transactions are recorded on a settlement date basis, with related commission income and expenses reported on a trade date basis. Receivables from and payables to clients include amounts due on cash and margin transactions. Securities owned by customers are held as collateral for receivables; such collateral is not reflected in the consolidated financial statements. We have the ability by contract or custom to sell or re-pledge this collateral and have done so at various times. As of December 31, 2023 and 2022, we had $122.4 million and $267.1 million of re-pledged securities, respectively. Principal securities transactions and related expenses are recorded on a trade date basis.
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Securities borrowed and securities loaned by our broker-dealer subsidiaries are recorded at the amount of cash collateral advanced or received in connection with the transaction and are included in receivables from and payables to brokers and dealers in the consolidated statements of financial condition. Securities borrowed transactions require us to deposit cash collateral with the lender. With respect to securities loaned, we receive cash collateral from the borrower. See Note 8 Offsetting Assets and Liabilities for securities borrowed and loaned amounts recorded in our consolidated statements of financial condition as of December 31, 2023 and 2022. The initial collateral advanced or received approximates or is greater than the fair value of securities borrowed or loaned. We monitor the fair value of the securities borrowed and loaned on a daily basis and request additional collateral or return excess collateral, as appropriate. As of December 31, 2023 and 2022, there is no allowance provision required for the collateral advanced. Income or expense is recognized over the life of the transaction.
Cash on deposit with clearing organizations for trade purposes is reported in assets held for sale on the consolidated statement of financial condition as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023 and 2022, we held no U.S. Treasury bills pledged as collateral. These clearing organizations have the ability by contract or custom to sell or re-pledge the collateral, if any.
Current Expected Credit Losses- Receivables from Brokerage clients
Receivables from clients primarily consists of margin loan balances. The value of the securities owned by clients and held as collateral for these receivables is not reflected in the consolidated financial statements and the collateral was not repledged as of December 31, 2023 and 2022. We consider these financing receivables to be of good credit quality because these receivables are primarily collateralized by the related client investments.
To estimate expected credit losses on margin loans, we applied the collateral maintenance practical expedient by comparing the amortized cost basis of the margin loans with the fair value of the collateral at the reporting date. Margin loans are limited to a percentage of the total value of the securities held in the client's account against those loans. AB requires, in the event of a decline in the market value of the securities in a margin account, the client to deposit additional securities or cash so that, at all times, the value of the securities in the account, at a minimum, cover the loan to the client. As such, AB reasonably expects that the borrower will be able to continually replenish collateral securing the financial asset and does not expect the fair value of collateral to fall below the amortized cost basis of the margin loans and, as a result, we consider the credit risk associated with these receivables to be minimal. In circumstances when a loan becomes undercollateralized and the client fails to deposit additional securities or cash, AB reserves the right to liquidate the account.
Current Expected Credit Losses - Receivables from Revenue Contracts with Customers
The majority of our revenue receivables are from investment advisory and service fees, and distribution revenues, that are typically paid out of the client accounts or third-party products consisting of cash and securities. Due to the size of the fees in relation to the value of the cash and securities in accounts or funds, the account value always exceeds the amortized cost basis of the receivables, resulting in a remote risk of loss. These receivables have a short duration, generally due within 30-90 days and there is minimal historical evidence of non-payment or market declines that would cause the fair value of the underlying securities to decline below the amortized cost of the receivables. AB maintains an allowance for credit losses based upon an estimate of the amount of potential credit losses in existing accounts receivable, as determined from a review of aging schedules, past due balances, historical collection experience and other specific account data. Once determined uncollectible, aged balances are written off as credit loss expense. This determination is based on careful analysis of individual receivables and aging schedules, and generally occurs when the receivable becomes over 360 days past due. Our aged receivables and amounts written off related to credit losses in any year are not material.
Furniture, Equipment and Leasehold Improvements, Net
Furniture, equipment and leasehold improvements are stated at cost, less accumulated depreciation and amortization. Depreciation is recognized on a straight-line basis over the estimated useful lives of eight years for furniture and three to six years for equipment and software. Leasehold improvements are amortized on a straight-line basis over the lesser of their estimated useful lives or the terms of the related leases.
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.
As of December 31, 2023, we had goodwill of $3.6 billion on the consolidated statement of financial condition which included $666.1 million as a result of the CarVal L.P. Investors ("CarVal") acquisitionin the third quarter of 2022 ("CarVal acquisition"), $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.
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Goodwill is tested annually, as of September 30, 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 adjusted market valuations assuming a control premium (when applicable). A goodwill impairment would be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The goodwill impairment test does not include a determination by management of whether a decline in fair value is temporary and it is important that management's determination of fair value reflect the impact of changing market conditions, including the severity and anticipated duration of any such changes.
As a part of our goodwill impairment evaluation, management uses the price of a publicly traded AB Holding Unit as a reasonable starting point for valuing an AB Unit because each represents the same fractional interest in our underlying business. 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, significant transactions including acquisitions or divestitures; a sustained decrease in the price of an AB Holding 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. As of September 30, 2023, the impairment test indicated that goodwill was not impaired.
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 non-controlling 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. During 2023, 2022 and 2021, these expenses included an intangible asset impairment charge of zero, $5.6 million and $1.0 million, respectively, related to various historical acquisitions.
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 statementsstatement 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. The CarVal acquisition resulted in the recording of a contingent consideration payable of $228.9 million if certain performance targets are achieved over a six-year period (see Note 9 Fair Value and Note 24 Acquisitions and Divestitures). As of December 31, 2023 and December 31, 2022, the contingent consideration payable associated with the CarVal acquisition was $238.5 million and $232.1 million, respectively. During 2023, we recorded an expense of $28.4 million due to a change in estimate related to the contingent consideration associated with the acquisition of Autonomous LLC in 2019. The change in estimate was based upon better than expected revenues during the 2023 performance evaluation period. We recorded $14.1 million as contingent payment arrangement expense and $14.3 million as compensation and benefits expense in the condensed consolidated statement of income. The charges to compensation and benefits expense are due to certain service conditions and special awards included in the acquisition agreement. During 2023 and 2022, there were no impairments of contingent consideration payable recorded in the consolidated statements of income. During the fourth quarter of 2021, we recorded an impairment of the contingent consideration payable related to our 2016 acquisition of Ramius Alternative Solutions LLC. of of $0.6 million.
Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, 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 and the discount rate selected to measure the risks inherent in the future cash flows.
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Intangible Assets, Net
Intangible assets consist primarily of costs assigned to acquired investment management contracts based on their estimated fair value at the time of acquisition, less accumulated amortization. Intangible assets are recognized at fair value and generally are amortized on a straight-line basis over their estimated useful life ranging from 5 to 20 years.
The CarVal acquisition in the third quarter of 2022 resulted in recording of $303.0 million of finite-lived intangible assets primarily relating to investment management contracts and investor relationships with useful lives ranging from 5 to 10 years (see Note 24 Acquisitions and Divestitures).
As of December 31, 2023, intangible assets, net of accumulated amortization, of $264.6 million on the consolidated statement of financial condition consists of $249.4 million of finite-lived intangible assets subject to amortization and $15.2 million of indefinite-lived intangible assets not subject to amortization.
As of December 31, 2022, intangible assets, net of accumulated amortization, of $310.2 million on the consolidated statement of financial condition consisted of $295.0 million of finite-lived intangible assets subject to amortization and $15.2 million of indefinite-lived intangible assets not subject to amortization in regard to other acquisitions.
The gross carrying amount of finite-lived intangible assets totaled $328.4 million as of December 31, 2023 and $327.9 million as of December 31, 2022, and accumulated amortization was $79.0 million as of December 31, 2023 and $32.9 million as of December 31, 2022.
Amortization expense was $46.9 million for 2023, $26.6 million for 2022 and $5.7 million for 2021. Estimated future annual amortization expense is approximately $46 million annually in years one through three and $25 million in year four and five.
We review indefinite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. This test is performed at least annually or as triggering events occur. If the carrying value exceeds fair value, we perform an impairment assessment to measure the amount of the impairment loss, if any. During the fourth quarter of 2023 we performed an impairment assessment of our intangible assets. The impairment assessment indicated that our intangible assets were not impaired. During the fourth quarters of 2022 and 2021, we recorded impairments of $5.6 million and $1.0 million, related to our 2014 acquisition of CPH Capital and our 2016 acquisition of Ramius Alternative Solutions LLC, respectively. Due to the loss of acquired investment management contracts during each respective year, the carrying value of the finite-lived intangible assets exceeded the fair value of the contracts. We determined the fair value of the contracts using a discounted cash flow model. The impairment charge was recorded in general and administrative expenses in the consolidated statements of income.
Deferred Sales Commissions, Net
We pay commissions to financial intermediaries in connection with the sale of shares of open-end company-sponsored mutual funds sold without a front-end sales charge (“back-end load shares”). These commissions are capitalized as deferred sales commissions and amortized over periods not exceeding one year for U.S. fund shares and four years for Non-U.S. Fund shares, the periods of time during which deferred sales commissions generally are recovered. We recover these commissions from distribution services fees received from those funds and from CDSC received from shareholders of those funds upon the redemption of their shares. CDSC cash recoveries are recorded as reductions of unamortized deferred sales commissions when received. Since January 31, 2009, our U.S. mutual funds have not offered back-end load shares to new investors.
We periodically review the deferred sales commission asset for impairment as events or changes in circumstances indicate that the carrying value may not be recoverable. If these factors indicate impairment in value, we compare the carrying value to the undiscounted cash flows expected to be generated by the asset over its remaining life. If we determine the deferred sales commission asset is not fully recoverable, the asset will be deemed impaired and a loss will be recorded in the amount by which the recorded amount of the asset exceeds its estimated fair value. There were no impairment charges recorded during 2023 or 2022.
Leases
We determine if an arrangement is a lease at inception. Both operating and finance leases are included in the right-of-use (“ROU”) assets and lease liabilities in our consolidated statement of financial condition.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use our consolidated incremental borrowing rate based on the information available as of the lease commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease. These options to extend or terminate are assessed on a lease-by-lease basis, and the ROU assets and lease liabilities are adjusted when it is reasonably certain that an option will be exercised.
When calculating the measurement of ROU assets and lease liabilities, we utilize the fixed payments associated with the lease and do not include other variable contractual obligations, such as operating expenses, real estate taxes, cleaning and utilities. These costs are accounted for as period costs and expensed as incurred.
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Additionally, we exclude any intangible assets such as software licensing agreements as stated in ASC 842-10-15-1. These arrangements will continue to follow the guidance of ASC 350, Intangibles - Goodwill and Other.
Loss Contingencies
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. Any such accruals are adjusted thereafter as appropriate to reflect changed circumstances. When we are able to do so, we also determine estimates of reasonably possible losses or ranges of reasonably possible losses for such matters, whether in excess of any related accrued liability or where there is no accrued liability, and we disclose an estimate of the possible loss or range of losses. 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 particularly 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.
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.
Assets and liabilities classified as held for sale on the consolidated statement of financial condition as of December 31, 2023 were $564.8 million and $153.3 million, respectively. Assets and liabilities classified as held for sale as of December 31, 2022 were $551.4 million and $108.0 million, respectively.
Mutual Fund Underwriting Activities
Purchases and sales of shares of company-sponsored mutual funds in connection with the underwriting activities of our subsidiaries, including related commission income, are recorded on the trade date. Receivables from brokers and dealers for sale of shares of company-sponsored mutual funds generally are realized within three business days from the trade date, in conjunction with the settlement of the related payables to company-sponsored mutual funds for share purchases. Distribution plan and other promotion and servicing payments are recognized as expense when incurred.
Long-term Incentive Compensation Plans
We maintain several unfunded, non-qualified long-term incentive compensation plans, under which we grant annual awards to employees, generally in the fourth quarter.quarter, and to members of the Board of Directors of the General Partner, who are not employed by our company or by any of our affiliates ("Eligible Directors").

Awards granted in December 2017, 20162023, 2022 and 20152021 allowed participantsemployees to allocate their awards between restricted AB Holding Units and deferred cash. Participants (except certain members of senior management) generally could allocate up to 50% of their awards to deferred cash, not to exceed a total of $250,000 per award. Each of our employees based outside of the United States (other than expatriates), who received an award of $100,000 or less, could have allocated up to 100% of his or hertheir award to deferred cash. Participants allocated their awards prior to the date on which the Compensation Committee granted awards in December 2017, 2016 and 2015. For these awards, theThe number of AB Holding Units awarded was based on the closing price of an AB Holding Unit on the grant date.date as of which the awards were approved by the Compensation and Workplace Practices Committee (the "Compensation Committee") of the Board of Directors (the "Board"). For awards granted in 2017, 20162023, 2022 and 2015:2021:
•We engageengaged in open-market purchases of AB Holding Units or purchase newly-issuednewly issued AB Holding Units from AB Holding that are awarded to participants and keep them in a consolidated rabbi trust.
•Quarterly distributions on vested and unvested AB Holding Units arewere paid currently to participants, regardless of whether or not a long-term deferral election hashad been made.
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•Interest on deferred cash iswas accrued monthly based on our monthly weighted average cost of funds.
We recognize compensation expense related to equity compensation grants in the financial statements using the fair value method. Fair value of restricted AB Holding Unit awards is the closing price of an AB Holding Unit on the grant date; fair value of options is determined using the Black-Scholes option valuation model. Under the fair value method, compensatory expense is measured at the grant date based on the estimated fair value of the award and is recognized over the required service period. For year-end long-term incentive compensation awards, employees who resign or are terminated without cause may retain their awards, subject toprovided the employee remains in compliance with certain agreements and restrictive covenants set forth in the applicable award agreement, including restrictionsthe imposition of forfeiture as a result of post-employment competition, prohibitions on competition and employee and client solicitation, and a potential claw-back for failing to follow existing risk management policies. Because there is no service requirement, we fully expense these awards on the grant date. Most equity replacement, sign-on or similar deferred compensation awards included in separate employment agreements or arrangements include a required service period. Regardless of whether or not the award agreement includes employee service requirements, AB Holding Units are typically are delivered to employees ratably over three years to four years, unless the employee has made a long-term deferral election.
Grants of restricted AB Holding Units can be awarded to members of the Board of Directors of the General Partner, who are not employed by our company or by any of our affiliates (“Eligible Directors”).Directors. Generally, these restricted AB Holding Units vest ratably over fourthree years. These restricted AB Holding Units are not forfeitable (except if the Eligible Director is terminated for “Cause,” as that term is defined in the applicable award agreement). We fully expense these awards on grant date, as there is no service requirement.
We fund our 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 all of these AB Holding Units in a consolidated rabbi trust until delivering them or retiring them. In accordance with the Amended and Restated Agreement of Limited Partnership of AB (“AB 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-issuednewly 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.
During 2017 and 2016, we purchased 9.3 million and 10.5 millionRepurchases of AB Holding Units for $220.2 millionthe years ended December 31, 2023 and $236.6 million, respectively (on2022 consisted of the following:
Years Ended December 31
20232022
(in millions)
Total amount of AB Holding Units Purchased(1)
4.7 5.2 
Total Cash Paid for AB Holding Units Purchased(1)
$144.4 $211.8 
Open Market Purchases of AB Holding Units Purchased(1)
2.0 2.3 
Total Cash Paid for Open Market Purchases of AB Holding Units(1)
$62.6 $92.7 
(1)Purchased on a trade date basis). These amounts reflectbasis. The difference between open-market purchases of 5.2 million and 7.9 million AB Holding Units for $117.1 million and $176.1 million, respectively, withunits retained reflects the remainder relating to purchasesretention of AB Holding Units from employees to allow them to fulfill statutory tax withholding requirements at the time of delivery of long-term incentive compensation awards. Purchases of AB Holding Units reflected on the consolidated statements of cash flows are net of AB Holding Units purchased by employees as part of a distribution reinvestment election.
Each quarter, we consider whether to implement a plan to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). A plan of this type allows a company to repurchase its shares at times when it otherwise might be prevented from doing so because of self-imposed trading blackout periods or because it possesses material non-public information. Each broker we select has the authority under the terms and limitations specified in the plan to repurchase AB Holding Units on our behalf in accordance with the terms ofand limitations specified in the plan. Repurchases are subject to regulations promulgated by the SEC as well as certain price, market volume and timing constraints specified in the plan. TheThere was no plan adopted during the fourth quarter of 2017 expired at the close of business on February 12, 2018.2023. 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.

During 2017,2023, we granted to employees and Eligible Directors 8.35.6 million restricted AB Holding Units (including 6.15.0 million granted in December for 20172023 year-end awards to employees). During 2016,2022, we granted to employees and Eligible Directors 7.04.7 million restricted AB Holding Units (including 6.13.8 million granted in December for 20162022 year-end awards to employees). We used AB Holding Units repurchased during the periods and newly-issued AB Holding Units to fund these awards.
During 20172023 and 2016,2022, AB Holding issued 1.2 millionzero and 0.4 million5,774 AB Holding Units, respectively, upon exercise of options to buy AB Holding Units. AB Holding used the proceeds of $20.1 millionzero and $6.1$0.2 million, respectively, received from employeesaward recipients as payment in cash for the exercise price to purchase the equivalent number of newly-issuednewly issued AB Units.
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Foreign Currency Translation and Transactions
Assets and liabilities of foreign subsidiaries are translated from functional currencies into United States dollars (“US$”) at exchange rates in effect at the balance sheet dates, and related revenues and expenses are translated into US$ at average exchange rates in effect during each period. Net foreign currency gains and losses resulting from the translation of assets and liabilities of foreign operations into US$ are reported as a separate component of other comprehensive income in the consolidated statements of comprehensive income. Net foreign currency transaction (losses) gainslosses were $(2.9)$4.5 million, $1.6$10.2 million and $1.2$8.5 million for 2017, 20162023, 2022 and 2015,2021, respectively, and are reported in general and administrative expenses on the consolidated statements of income.
Cash Distributions
AB is required to distribute all of its Available Cash Flow, as defined in the AB Partnership Agreement, to its Unitholders and to the General Partner. Available Cash Flow can be summarized as the cash flow received by AB from operations minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB for use in its business, or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow.
Typically, Available Cash Flow has been 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 be based on adjusted diluted net income per unit, unless management determines, with the 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.
On February 13, 2018,6, 2024, the General Partner declared a distribution of $0.91$0.85 per AB Unit, representing a distribution of Available Cash Flow for the three months ended December 31, 2017.2023. The General Partner, as a result of its 1%1.0% general partnership interest, is entitled to receive 1%1.0% of each distribution. The distribution is payable on March 8, 201814, 2024 to holders of record on February 23, 2018.20, 2024.
Total cash distributions per Unit paid to the General Partner and Unitholders during 2017, 20162023, 2022 and 20152021 were $2.39, $1.98$2.92, $3.87 and $2.18,$3.86, respectively.
Comprehensive Income
We report all changes in comprehensive income in the consolidated statements of comprehensive income. Comprehensive income includes net income, as well as unrealized gains and losses on investments classified as available-for-sale, foreign currency translation adjustments, actuarial gains (losses) and unrecognized actuarial net losses and transition assets. During 2016 and 2015, deferredprior service cost. Deferred taxes were not recognized on foreign currency translation adjustments for foreign subsidiaries which had earnings that were considered permanently invested outside the United States. Per SAB 118, we
Subsequent Events
We evaluate subsequent events through the date that these financial statements are still evaluatingfiled with the remaining income tax effects on the reversal of the indefinite reinvestment assertion asSEC.
We entered into a result of the Tax Cuts and Jobs Act enacted on December 22, 2017. We will recognize deferred taxes on foreign currency translation adjustments recordedlease that commenced in comprehensive income as the effects are quantified.
3. Real Estate Charges
Since 2010, in connection with our workforce reductions and in an effortJanuary 2024, relating to reduce our global real estate footprint, we have implemented a global office space consolidation. As a result, we have sub-leased over one millionapproximately 166,000 square feet of office space. The activityspace in New York City. Our estimated total base rent obligation (excluding taxes, operating expenses and utilities) over the liability account relating to our global space consolidation initiatives20-year lease term is approximately $393.0 million.
No other subsequent events were identified through the date these financials statements were filed with the SEC.
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3. Revenue Recognition
Revenues for the following periods is:years ended December 31, 2023, 2022 and 2021 consisted of the following:

Years Ended December 31
202320222021
(in thousands)
Subject to contracts with customers:
Investment advisory and services fees
Base fees$2,830,557 $2,825,791 $2,949,405 
Performance-based fees144,911 145,247 245,119 
Bernstein research services386,142 416,273 452,017 
Distribution revenues
All-in-management fees284,057 290,740 350,674 
12b-1 fees63,127 69,041 83,920 
Other distribution fees239,079 247,414 217,646 
Other revenues
Shareholder servicing fees83,802 86,661 90,225 
Other17,061 18,120 16,034 
4,048,736 4,099,287 4,405,040 
Not subject to contracts with customers:
Dividend and interest income, net of interest expense91,902 56,653 35,048 
Investment gains (losses)14,206 (102,413)(636)
Other revenues479 763 2,150 
106,587 (44,997)36,562 
Total net revenues$4,155,323 $4,054,290 $4,441,602 
 Year Ended December 31,
 2017 2016
 (in thousands)
Balance as of January 1,$112,932
 $123,912
Expense incurred28,507
 12,248
Deferred rent7,083
 4,930
Payments made(39,122) (32,988)
Interest accretion4,235
 4,830
Balance as of end of period$113,635
 $112,932
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4. Net Income Per Unit
Basic net income per unit is derived by reducing net income for the 1%1.0% general partnership interest and dividing the remaining 99%99.0% by the basic weighted average number of limited partnership units outstanding for each year. Diluted net income per unit is derived by reducing net income for the 1%1.0% general partnership interest and dividing the remaining 99%99.0% by the total of the diluted weighted average number of limited partnership units outstanding for each year.
Years Ended December 31
202320222021
(in thousands, except per unit amounts)
Net income attributable to AB Unitholders$764,610 $831,813 $1,148,623 
Weighted average units outstanding—basic285,125 273,943 271,729 
Dilutive effect of compensatory options to buy AB Holding Units— 1 11 
Weighted average units outstanding—diluted285,125 273,944 271,740 
Basic net income per AB Unit$2.65 $3.01 $4.18 
Diluted net income per AB Unit$2.65 $3.01 $4.18 
 Year Ended December 31,
 2017 2016 2015
 (in thousands, except per unit amounts)
Net income attributable to AB Unitholders$662,403
 $673,358
 $579,927
      
Weighted average units outstanding—basic266,955
 269,084
 271,745
Dilutive effect of compensatory options to buy AB Holding Units430
 554
 1,037
Weighted average units outstanding—diluted267,385
 269,638
 272,782
      
Basic net income per AB Unit$2.46
 $2.48
 $2.11
Diluted net income per AB Unit$2.45
 $2.47
 $2.10
WeThere were no anti-dilutive options excluded 1,970,741 options in 2017, 2,873,106 options in 2016 and 2,409,499 options in 2015, from the diluted net income per unit computation due to their anti-dilutive effect.in 2023, 2022 and 2021.

5. Cash and Securities Segregated Under Federal Regulations and Other Requirements
As of December 31, 20172023 and 2016, $0.82022, $0.9 billion and $0.9$1.5 billion, respectively, of U.S. Treasury Bills were segregated in a special reserve bank custody account for the exclusive benefit of our brokerage customers under Rule 15c3-3 of the Exchange Act.
During 2016, one of our subsidiaries, which serves as the distributor of our U.S. mutual funds, maintained several special bank accounts for the exclusive benefit of customers. As of December 31, 2016, $52.9 million of cash was segregated in these bank accounts. During the fourth quarter of 2017, these bank accounts were transferred to another AB subsidiary and no longer designated for the exclusive benefit of customers; as such, the bank accounts are no longer considered segregated cash.

6. Investments
Investments consist of:
Years Ended December 31
20232022
(in thousands)
Equity securities:
Long-term incentive compensation-related$18,882 $21,055 
Seed capital128,771 138,012 
Investments in limited partnership hedge funds:
Long-term incentive compensation-related21,151 26,815 
Seed capital57,624 15,711 
Time deposits6,517 7,750 
Other10,609 8,175 
Total investments$243,554 $217,518 
 December 31,
 2017 2016
 (in thousands)
Trading:   
U.S. Treasury Bills$52,609
 $28,937
Long-term incentive compensation-related51,758
 50,935
Seed capital160,573
 188,053
Equities81,154
 6,602
Exchange-traded options4,981
 3,106
Investments in limited partnership hedge funds:   
Long-term incentive compensation-related14,276
 16,826
Seed capital22,923
 23,704
Private equity (seed capital)38,186
 45,278
Time deposits5,138
 70,097
Other (including available-for-sale investments)11,991
 7,567
Total investments$443,589
 $441,105
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Total investments related to long-term incentive compensation obligations of $66.0$40.0 million and $67.8$47.9 million as of December 31, 20172023 and 2016,2022, respectively, consist of company-sponsored mutual funds and hedge funds. For long-term incentive compensation awards granted before 2009, we typically made investments in company-sponsored mutual funds and hedge funds that were notionally elected by plan participants and maintained them (and continue to maintain them) in a consolidated rabbi trust or separate custodial account. The rabbi trust and custodial account enable us to hold such investments separate from our other assets for the purpose of settling our obligations to participants. The investments held in the rabbi trust and custodial account remain available to the general creditors of AB.
The underlying investments of hedge funds in which we invest include long and short positions in equity securities, fixed income securities (including various agency and non-agency asset-based securities), currencies, commodities and derivatives (including various swaps and forward contracts). These investments are valued at quoted market prices or, where quoted market prices are not available, are fair valued based on the pricing policies and procedures of the underlying funds.
U.S. Treasury Bills, the majority of which are pledged as collateral with clearing organizations, are held in our investment account. These clearing organizations have the ability by contract or custom to sell or re-pledge this collateral.
We allocate seed capital to our investment teams to help develop new products and services for our clients. TheA portion of our seed capital trading investments are equity and fixed income products, primarily in the form of separately-managedseparately managed account portfolios, U.S. mutual funds, Luxembourg funds, Japanese investment trust management funds or Delaware business trusts. We also may allocate seed capital to investments in private equity funds, such as a third-party venture capital fund that invests in communications, consumer, digital media, healthcare and information technology markets. In regard tofunds. Regarding our seed capital investments, the amounts above reflect those funds in which we are not the primary beneficiary of a VIE or hold a controlling financial interest in a VOE. See Note 14, consolidated15, Consolidated Company-Sponsored Investment Funds, for a description of the seed capital investments that are consolidated entities.we consolidated. As of December 31, 20172023 and 2016,2022, our total seed capital investments were $523.2$394.2 million and $500.0$309.6 million, respectively. Seed capital investments in unconsolidated company-sponsored investment funds are valued using published net asset values or non-published net asset values if they are not listed on an active exchange but have net asset values that are comparable to funds with published net asset values and have no redemption restrictions.
Trading securitiesIn addition, we also includehave long positions in corporate equities and long exchange-traded options traded through our options desk.
Proceeds from sales of available-for-sale investments were approximately zero, $0.4 million and $4.2 million in 2017, 2016 and 2015, respectively. Realized gains from our sales of available-for-sale investments were zero in each of 2017 and 2016 and

$1.3 million in 2015. Realized losses from our sales of available-for-sale investments were zero in each of 2017, 2016 and 2015. We assess valuation declines to determine the extent to which such declines are fundamental to the underlying investment or attributable to temporary market-related factors. Based on our assessment as of December 31, 2017, we do not believe the declines are other than temporary.
The portion of tradingunrealized gains (losses) related to tradingequity securities, as defined by ASC 321-10, held as of December 31, 20172023 and 20162022 were as follows:
Years Ended December 31
20232022
(in thousands)
Net gains (losses) recognized during the period$14,372 $(23,855)
Less: net gains recognized during the period on equity securities sold during the period6,132 17,960 
Unrealized gains (losses) recognized during the period on equity securities held$8,240 $(41,815)
 December 31,
 2017 2016
 (in thousands)
Net gains recognized during the period$15,589
 $7,030
Less: net gains (losses) recognized during the period on trading securities sold during the period14,118
 (11,294)
Unrealized gains recognized during the period on trading securities held$1,471
 $18,324

7. Derivative Instruments
See Note 14,15 Consolidated Company-Sponsored Investment Funds, for disclosure of derivative instruments held by our consolidated company-sponsored investment funds.
We enter into various futures, forwards, options and swaps to economically hedge certain seed capital investments. Also, we have currency forwards that help us to economically hedge certain balance sheet exposures. In addition, our options desk trades long and short exchange-traded equity options. We do not hold any derivatives designated in a formal hedge relationship under Accounting Standards Codification (“ASC”) 815-10, Derivatives and Hedging.
The notional value, fair value and gains and losses recognized in investment gains (losses) as of December 31, 20172023 and 20162022 for derivative instruments (excluding derivative instruments relating to our options desk trading activities discussed below) not designated as hedging instruments were as follows:
 
Notional
Value
 
Derivative
Assets
 
Derivative
Liabilities
 
Gains
(Losses)
 (in thousands)
December 31, 2017       
Exchange-traded futures$163,458
 $948
 $2,540
 $(15,343)
Currency forwards126,503
 8,306
 8,058
 (457)
Interest rate swaps43,309
 951
 870
 (137)
Credit default swaps74,600
 1,247
 2,465
 (1,757)
Total return swaps68,106
 167
 390
 (6,167)
Total derivatives$475,976
 $11,619
 $14,323
 $(23,861)
December 31, 2016       
Exchange-traded futures$103,108
 $1,224
 $1,092
 $(2,754)
Currency forwards180,820
 4,541
 4,711
 (2,028)
Interest rate swaps40,664
 940
 897
 (572)
Credit default swaps45,108
 1,205
 905
 (1,338)
Option swaps—
 —
 —
 (70)
Total return swaps90,043
 503
 1,044
 (8,766)
Total derivatives$459,743
 $8,413
 $8,649
 $(15,528)
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Notional
Value		Derivative
Assets		Derivative
Liabilities		Gains
(Losses)
(in thousands)
December 31, 2023
Exchange-traded futures$116,344 $1 $3,511 $(2,038)
Currency forwards34,440 4,951 5,597 (82)
Interest rate swaps11,345 294 349 110 
Credit default swaps139,607 9,265 4,197 (6,850)
Total return swaps95,021 6 4,391 (5,443)
Option swaps50,232 1 135 (2,107)
Total derivatives$446,989 $14,518 $18,180 $(16,410)
December 31, 2022
Exchange-traded futures$154,687 $1,768 $162 $19,994 
Currency forwards34,597 4,446 5,047 1,965 
Interest rate swaps16,847 386 262 70 
Credit default swaps225,671 17,507 7,302 (1,000)
Total return swaps28,742 605 933 14,828 
Option swaps50,000 — 6 5,211 
Total derivatives$510,544 $24,712 $13,712 $41,068 
As of December 31, 20172023 and 2016,2022, the derivative assets and liabilities are included in both receivables and payables to brokers and dealers on our consolidated statements of financial condition. Gains and losses on derivative instruments are reported in investment gains and losses(losses) on the consolidated statements of income.

We may be exposed to credit-related losses in the event of nonperformancenon-performance by counterparties to derivative financial instruments. We minimize our counterparty exposure through a credit review and approval process. In addition, we have executed various collateral arrangements with counterparties to the over-the-counter derivative transactions that require both pledging and accepting collateral in the form of cash.cash and U.S. Treasuries. As of December 31, 20172023 and 2016,2022, we held $0.5$5.7 million and $0.8$8.4 million, respectively, of cash collateral payable to trade counterparties. This obligation to return cash is reported in payables to brokers and dealers in our consolidated statements of financial condition.
Although notional amount is the most commonly usedtypical measure of volume in the derivatives market, it is not used as a measure of credit risk. Generally, the current credit exposure of our derivative contracts is limited to the net positive estimated fair value of derivative contracts at the reporting date after taking into consideration the existence of netting agreements and any collateral received. A derivative with positive value (a derivative asset) indicates existence of credit risk because the counterparty would owe us if the contract were closed. Alternatively, a derivative contract with negative value (a derivative liability) indicates we would owe money to the counterparty if the contract were closed. Generally, if there is more than one derivative transaction with a single counterparty, a master netting arrangement exists with respect to derivative transactions with that counterparty to provide for aggregate net settlement.
Certain of ourOur standardized contracts for over-the-counter derivative transactions, (“known as ISDA Master Agreements”) contain credit risk related contingent provisions pertaining to each counterparty's credit rating. In some ISDA Master Agreements, if the counterparty’s credit rating, or in somemaster agreements, our AUM, falls below a specified threshold, either a default or a termination event permitting the counterparty to terminate the ISDA Master Agreement would be triggered. In all agreements that provide for collateralization, various levels of collateralization of net liability positions are applicable, depending on the credit rating of the counterparty.collateralization. As of December 31, 20172023 and 2016,2022, we delivered $8.8$7.8 million and $6.2$4.2 million, respectively, of cash collateral into brokerage accounts. We report this cash collateral in cash and cash equivalents in our consolidated statements of financial condition.
As of December 31, 20172023 and 2016, we held $5.0 million2022, long and $3.1 million, respectively, of long exchange-traded equity options, which are classified as trading investments and included in our other investments on our consolidated statements of financial condition. In addition, as of December 31, 2017 and 2016, we had $13.6 million and $0.7 million, respectively, of short exchange-traded equity options which are included in securities sold not yet purchasedwere classified as held for sale on our consolidated statementsstatement of financial condition. position. For further discussion, see Note 24 Acquisitions and Divestitures.
Our options desk provides our clients with equity derivative strategies and execution for exchange-traded options on single stocks, exchange-traded funds and indices. While predominately agency-based, the options desk may commit capital to facilitate a client's transaction. Our options desk hedges the risk associated with this activity by taking offsetting positions in equities. For the yearsyear ended December 31, 20172023 and 2016, respectively,2022, we recognized $27.8$4.9 million and $27.6$22.1 million respectively, of losses on equity options activity.activity, respectively. These losses are recognized in investment gains (losses) in the consolidated statements of income.

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8. Offsetting Assets and Liabilities
See Note 14,15, Consolidated Company-Sponsored Investment Funds, for disclosure of offsetting assets and liabilities of our consolidated company-sponsored investment funds.
Offsetting of assets as of December 31, 20172023 and 20162022 was as follows:
Gross
Amounts of
Recognized
Assets		Gross
Amounts
Offset in the
Statement
of Financial
Condition		Net
Amounts of
Assets
Presented in
the
Statement of
Financial
Condition		Financial
Instruments Collateral		Cash Collateral
Received		Net
Amount
(in thousands)
December 31, 2023
Securities borrowed$23,229 $— $23,229 $(23,229)$— $— 
Derivatives14,518 — 14,518 — (5,691)8,827 
December 31, 2022
Securities borrowed$62,063 $— $62,063 $(62,058)$— $5 
Derivatives24,712 — 24,712 — (8,361)16,351 
 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, 2017           
Securities borrowed$85,371
 $—
 $85,371
 $(82,353) $—
 $3,018
Derivatives$11,619
 $—
 $11,619
 $—
 $(519) $11,100
Long exchange-traded options$4,981
 $—
 $4,981
 $—
 $—
 $4,981
December 31, 2016           
Securities borrowed$82,814
 $—
 $82,814
 $(80,277) $—
 $2,537
Derivatives$8,413
 $—
 $8,413
 $—
 $(810) $7,603
Long exchange-traded options$3,106
 $—
 $3,106
 $—
 $—
 $3,106
Offsetting of liabilities as of December 31, 20172023 and 20162022 was as follows:
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, 2017           
Gross
Amounts of
Recognized
Liabilities		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, 2023
Securities loaned
Securities loaned
Securities loaned$37,960
 $—
 $37,960
 $(37,922) $—
 $38
Derivatives$14,323
 $—
 $14,323
 $—
 $(8,794) $5,529
Short exchange-traded options$13,585
 $—
 $13,585
 $—
 $—
 $13,585
December 31, 2016           
December 31, 2022
December 31, 2022
December 31, 2022
Securities loaned
Securities loaned
Securities loaned$—
 $—
 $—
 $—
 $—
 $—
Derivatives$8,649
 $—
 $8,649
 $—
 $(6,239) $2,410
Short exchange-traded options$692
 $—
 $692
 $—
 $—
 $692
Cash collateral, whether pledged or received on derivative instruments, is not considered material and, accordingly, is not disclosed by counterparty.

9. Fair Value
See Note 14,15, Consolidated Company-Sponsored Investment Funds, for disclosure of fair value of our consolidated company-sponsored investment funds.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The three broad levels of fair value hierarchy are as follows:
•Level 1—Quoted prices in active markets are available for identical assets or liabilities as of the reported date.
•Level 2—Quoted prices in markets that are not active or other pricing inputs that are either directly or indirectly observable as of the reported date.
•Level 3—Prices or valuation techniques that are both significant to the fair value measurement and unobservable as of the reported date. These financial instruments do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.
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Assets and Liabilities Measured at Fair Value on a Recurring Basis
Valuation of our financial instruments by pricing observability levels as of December 31, 20172023 and 20162022 was as follows (in thousands):
 Level 1Level 2Level 3
NAV Expedient(1)
OtherTotal
December 31, 2023
Money markets$146,906 $— $— $— $— $146,906 
Securities segregated (U.S. Treasury Bills)— 867,679 — — — 867,679 
Derivatives1 14,517 — — — 14,518 
Investments:
Equity securities113,833 32,104 118 1,598 — 147,653 
Limited partnership hedge funds(2)
— — — — 78,775 78,775 
Time deposits(3)
— — — — 6,517 6,517 
Other investments7,870 — — — 2,739 10,609 
Total investments121,703 32,104 118 1,598 88,031 243,554 
Total assets measured at fair value$268,610 $914,300 $118 $1,598 $88,031 $1,272,657 
Derivatives3,511 14,669 — — — 18,180 
Contingent payment arrangements— — 252,690 — — 252,690 
Total liabilities measured at fair value$3,511 $14,669 $252,690 $— $— $270,870 
December 31, 2022:
Money markets$95,521 $— $— $— $— $95,521 
Securities segregated (U.S. Treasury Bills)— 1,521,705 — — — 1,521,705 
Derivatives1,768 22,944 — — — 24,712 
Investments:
Equity securities129,655 27,799 129 1,484 — 159,067 
Limited partnership hedge funds(2)
— — — — 42,526 42,526 
Time deposits(3)
— — — — 7,750 7,750 
Other investments6,689 — — — 1,486 8,175 
Total investments136,344 27,799 129 1,484 51,762 217,518 
Total assets measured at fair value$233,633 $1,572,448 $129 $1,484 $51,762 $1,859,456 
Derivatives162 13,550 — — — 13,712 
Contingent payment arrangements— — 247,309 — — 247,309 
Total liabilities measured at fair value$162 $13,550 $247,309 $— $— $261,021 
 Level 1 Level 2 Level 3 
NAV Expedient(1)
 Other Total
December 31, 2017:           
Money markets$62,071
 $—
 $—
 $—
 $—
 $62,071
Securities segregated (U.S. Treasury Bills)

 816,350
 —
 —
 —
 816,350
Derivatives948
 10,671
 —
 —
 —
 11,619
Investments           
    Trading           
      U.S. Treasury Bills—
 52,609
 —
 —
 —
 52,609
      Equity securities208,910
 6
 117
 81
 —
 209,114
      Fixed income securities73,172
 11,186
 —
 13
 —
 84,371
      Long exchange-traded options4,981
 —
 —
 —
 —
 4,981
    Limited partnership hedge funds(2)
—
 —
 —
 —
 37,199
 37,199
    Private equity—
 —
 954
 37,232
 —
 38,186
    Time deposits(3)
—
 —
 —
 —
 5,138
 5,138
    Other           
        Available-for-sale99
 —
 —
 —
 —
 99
        Other investments(2)(4)
—
 —
 —
 —
 11,892
 11,892
Total investments287,162
 63,801
 1,071
 37,326
 54,229
 443,589
Total assets measured at fair value$350,181
 $890,822
 $1,071
 $37,326
 $54,229
 $1,333,629
            
Securities sold not yet purchased 
  
  
      
Short equities – corporate$16,376
 $—
 $—
 $—
 $—
 $16,376
Short exchange-traded options13,585
 —
 —
 —
 —
 13,585
Derivatives2,540
 11,783
 —
 —
 —
 14,323
Contingent payment arrangements—
 —
 10,855
 —
 —
 10,855

Total liabilities measured at fair value$32,501
 $11,783
 $10,855
 $—
 $—
 $55,139
            
December 31, 2016:           
Money markets$107,250
 $—
 $—
 $—
 $—
 $107,250
Securities segregated (U.S. Treasury Bills)—
 893,189
 —
 —
 —
 893,189
Derivatives1,224
 7,189
 —
 —
 —
 8,413
Investments           
    Trading           
      U.S. Treasury Bills—
 28,937
 —
 —
 —
 28,937
      Equity securities148,128
 5,724
 110
 36
 —
 153,998
      Fixed income securities80,473
 11,107
 —
 12
 —
 91,592
      Long exchange-traded options3,106
 —
 —
 —
 —
 3,106
    Limited partnership hedge funds(2)
—
 —
 —
 —
 40,530
 40,530
    Private equity—
 —
 4,913
 40,365
 —
 45,278
    Time deposits(3)
—
 —
 —
 —
 70,097
 70,097
    Other           
        Available-for-sale45
 —
 —
 —
 —
 45
        Other investments(2)(4)
—
 —
 —
 —
 7,522
 7,522
Total investments231,752
 45,768
 5,023
 40,413
 118,149
 441,105
Total assets measured at fair value$340,226
 $946,146
 $5,023
 $40,413
 $118,149
 $1,449,957
            
Securities sold not yet purchased 
  
  
      
Short equities – corporate$40,252
 $—
 $—
 $—
 $—
 $40,252
Short exchange-traded options692
 —
 —
 —
 —
 692
Derivatives1,092
 7,557
 —
 —
 —
 8,649
Contingent payment arrangements—
 —
 17,589
 —
 —
 17,589
Total liabilities measured at fair value$42,036
 $7,557
 $17,589
 $—
 $—
 $67,182

(1)Investments measured at fair value using NAV (or its equivalent) as a practical expedient.
(2)Investments in equity method investees that are not measured at fair value in accordance with GAAP.
(3)Investments carried at amortized cost that are not measured at fair value in accordance with GAAP.
(4) Investments carried
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Other investments included in Level 1 of the fair value hierarchy include our investment in a mutual fund measured at costfair value ($7.9 million and $6.7 million as of December 31, 2023 and 2022, respectively). Other investments not measured at fair value include (i) investment in start-up company that does not have a readily available fair value (this investment was $0.3 million as of December 31, 2023 and 2022) and (ii) broker-dealer exchange memberships that are not measured at fair value in accordance with GAAP.

One of our private equity investments (measured at fair value using NAV as a practical expedient) is a venture capital fund with a fair value of $37.2GAAP ($2.4 million and no unfunded commitment$1.2 million as of December 31, 2017. This partnership invests in communications, consumer, digital media, healthcare2023 and information technology markets. The fair value of this investment has been estimated using the capital account balances provided by the partnership. The interest in this partnership cannot be redeemed without specific approval by the general partner.2022, respectively).

We provide below a description of the fair value methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy:

•Money markets:We invest excess cash in various money market funds that are valued based on quoted prices in active markets; these are included in Level 1 of the valuation hierarchy.
•Treasury Bills: We hold U.S. Treasury Bills, which are primarily segregated in a special reserve bank custody account as required by Rule 15c3-3 of the Exchange Act. These securities are valued based on quoted yields in secondary markets and are included in Level 2 of the valuation hierarchy.

•Equity and fixed income securities: Our equity and fixed income securities consist principally of company-sponsored mutual funds with NAVs and various separately-managedseparately managed portfolios consisting primarily of equity and fixed income securitiesmutual funds with quoted prices in active markets, which are included in Level 1 of the valuation hierarchy. In addition, some securities are valued based on observable inputs from recognized pricing vendors, which are included in Level 2 of the valuation hierarchy.
•Derivatives: We hold exchange-traded futures with counterparties that are included in Level 1 of the valuation hierarchy. In addition, we also hold currency forward contracts, interest rate swaps, credit default swaps, option swaps and total return swaps with counterparties that are valued based on observable inputs from recognized pricing vendors, which are included in Level 2 of the valuation hierarchy.
Options: We hold long exchange-traded options that are included in Level 1 of the valuation hierarchy.
Private equity: Generally, the valuation of private equity investments requires significant management judgment due to the absence of quoted market prices, inherent lack of liquidity and the long-term nature of such investments. Private equity investments are valued initially at cost. The carrying values of private equity investments are adjusted either up or down from cost to reflect expected exit values as evidenced by financing and sale transactions with third parties, or when determination of a valuation adjustment is confirmed through ongoing review in accordance with our valuation policies and procedures. A variety of factors are reviewed and monitored to assess positive and negative changes in valuation, including current operating performance and future expectations of investee companies, industry valuations of comparable public companies, changes in market outlooks, and the third party financing environment over time. In determining valuation adjustments resulting from the investment review process, particular emphasis is placed on current company performance and market conditions. For these reasons, which make the fair value of private equity investments unobservable, equity investments are included in Level 3 of the valuation hierarchy. If private equity investments become publicly traded, they are included in Level 1 of the valuation hierarchy; provided, however, if they contain trading restrictions, publicly-traded equity investments are included in Level 2 of the valuation hierarchy until the trading restrictions expire.
Securities sold not yet purchased: Securities sold not yet purchased, primarily reflecting short positions in equities and exchange-traded options, are included in Level 1 of the valuation hierarchy.
•Contingent payment arrangements: Contingent payment arrangements relate to contingent payment liabilities associated with various acquisitions. At each reporting date, we estimate the fair values of the contingent consideration expected to be paid upon probability-weighted AUM and revenue projections, using observableunobservable market data inputs, which are included in Level 3 of the valuation hierarchy.
During the years ended December 31, 20172023 and 2016,2022, there were no transfers between Level 12 and Level 23 securities.
The change in carrying value associated with Level 3 financial instruments carried at fair value, classified as private equity and trading equity securities, is as follows:
December 31
20232022
(in thousands)
Balance as of beginning of period$129 $126 
Purchases— — 
Sales— — 
Realized gains (losses), net— — 
Unrealized (losses) gains, net(11)3 
Balance as of end of period$118 $129 
 December 31, 2017 December 31, 2016
 (in thousands)
Balance as of beginning of period$5,023
 $16,148
Reclassification (see below)
—
 (9,532)
Purchases—
 —
Sales—
 —
Realized gains, net—
 —
Unrealized (losses) gains, net(3,952) (1,593)
Balance as of end of period$1,071
 $5,023
Transfers into and out of all levels of the fair value hierarchy are reflected at end-of-period fair values. We reclassified the investments of our consolidated private equity fund from investments to investments of consolidated company-sponsored investment funds on our consolidated statement of financial condition (see Note 14, Consolidated Company-Sponsored Investment Funds). Realized and unrealized gains and losses on Level 3 financial instruments are recorded in investment gains and losses in the consolidated statements of income.

As
2023 Annual Report83
Table of December 31, 2017 and 2016, we have an investment in a private equity fund focused exclusively on the energy sector (fair value of $1.0 million and $4.9 million, respectively) that is classified as Level 3. This investment’s valuation is based on a market approach, considering recent transactions in the fund and the industry.Contents

Part II
We acquired Ramius Alternative Solutions LLC in 2016, CPH Capital Fondsmaeglerselskab A/S in 2014, W.P. Stewart & Co., Ltd. in 2013 and SunAmerica's alternative investment group in 2010, all of which includedOur acquisitions may include contingent consideration arrangements as part of the purchase price. The change in carrying value associated with Level 3 financial instruments carried at fair value, classified as contingent payment arrangements, is as follows:
December 31
20232022
(in thousands)
Balance as of beginning of period$247,309 $38,260 
Addition— 231,385 
Accretion8,803 6,563 
Changes in estimates(1)
14,050 — 
Payments(1,291)— 
Held for sale reclassification(1)
(16,181)(28,899)
Balance as of end of period$252,690 $247,309 
 December 31, 2017 December 31, 2016
 (in thousands)
Balance as of beginning of period$17,589
 $31,399
Addition—
 11,893
Accretion460
 1,237
Changes in estimates(193) (21,482)
Payments(7,001) (5,458)
Balance as of end of period$10,855
 $17,589
(1)During 2017,2023, we made the final contingent consideration payment relating to our 2014 acquisition and recorded a $14.1 million change in estimate and wrote offassociated with the remaing contingent consideration payable relating to our 2010 acquisition. acquisition of Autonomous LLC which is included in held for sale liabilities on the condensed consolidated statement of financial condition.
As of December 31, 2017, one acquisition-related2023, the expected revenue growth rates range from 2.0% to 83.9%, with a weighted average of 10.3%, calculated using cumulative revenues and range of revenue growth rates. The discount rates ranged from 1.9% to 10.4%, with a weighted average of 4.6%, calculated using total contingent liabilities and range of discount rates.
In the third quarter of 2022, we acquired CarVal and recorded a contingent consideration liability of $10.9$228.9 million remains relating(see Note 24 Acquisitions and Divestitures). The liability, ranging from zero to our 2016 acquisition, which$650.0 million, is based on CarVal achieving certain performance objectives over a six-year period ending December 31, 2027. The liability was valued using a forecast of future cash flows attributable to the performance objectives that are discounted to present value using a risk-adjusted discount rate. The expected revenue growth raterates range from 3.9% to 31.5%, with a weighted average of 31%14.1%, calculated using cumulative revenues and range of revenue growth rates. The discount rates range from 4.1% to 4.6%, with a weighted average of 4.2%, calculated using total contingent liabilities and range of discount rate ranging from 1.4% to 2.3%.rates.
During 2016, we recorded a change in estimate of the contingent consideration payable relating to our 2010 acquisition of $2.2 million. Additionally, we had recorded a contingent consideration payable for our 2013 acquisition relating to contingent value rights ("CVRs"). The CVRs would have entitled the shareholders to an additional $4 per share if the assets under management in the acquired investment services had exceeded $5 billion on or before the third anniversary of the acquisition date (December 12, 2016). The target was not met and, as a result, we reversed the contingent consideration payable of $19.3 million. As of December 31, 2016,2022, including the three acquisition-related contingent consideration liabilities recorded had a combined fair value of $17.6 million and were valued using a projected AUM weighted average growth rate of 18% for oneCarVal acquisition, andthe expected revenue growth rates range from 2.0% to 83.9%, with a weighted average of 11.5%, calculated using cumulative revenues and range of revenue growth rates (excluding revenue growth from additional AUM contributed in year of acquisition). The discount rates rangingranged from 4%1.9% to 31%10.4%, with a weighted average of 4.5%, calculated using total contingent liabilities and 1.4% to 6.4%, respectively, for the three acquisitions.range of discount rates.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
We did not have any material assets or liabilities that were measured at fair value for impairment on a nonrecurring basis during the years ended December 31, 20172023 or 2016.2022.
10. Furniture, Equipment and Leasehold Improvements, Net
Furniture, equipment and leasehold improvements, net consist of:
Years Ended December 31
20232022
(in thousands)
Furniture and equipment (1)
$168,415 $605,567 
Leasehold improvements (1)
326,131 323,982 
Total (1)
494,546 929,549 
Less: Accumulated depreciation and amortization (1)
(318,198)(740,291)
Furniture, equipment and leasehold improvements, net (1)
$176,348 $189,258 
 December 31,
 2017 2016
 (in thousands)
Furniture and equipment$551,502
 $535,890
Leasehold improvements245,841
 247,121
 797,343
 783,011
Less: Accumulated depreciation and amortization(639,774) (623,447)
Furniture, equipment and leasehold improvements, net$157,569
 $159,564
(1)During the fourth quarter of 2023 we wrote off approximately $461.7 million in fully depreciated assets.
Depreciation and amortization expense on furniture, equipment and leasehold improvements were $32.8$44.9 million, $29.4$39.7 million and $29.0$38.8 million for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively.
During 2017, 2016 and 2015, we recorded $36.7 million, $17.7 million and $1.0 million, respectively, in pre-tax real estate charges. See Note 3 for further discussion
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Part II
11. Deferred Sales Commissions, Net

The components of deferred sales commissions, net, for the years ended December 31, 20172023 and 20162022 were as follows (excluding amounts related to fully amortized deferred sales commissions):
December 31,
2017 2016
(in thousands)
Years Ended December 31Years Ended December 31
202320232022
(in thousands)(in thousands)
Carrying amount of deferred sales commissions$911,852
 $903,252
Less: Accumulated amortization(597,566) (565,681)
Cumulative CDSC received(284,160) (273,681)
Deferred sales commissions, net$30,126
 $63,890
Amortization expense associated with deferred sales commissions was $31.9$36.8 million, $41.1$34.8 million and $49.1$34.4 million for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively.
Estimated future amortization expense related to the December 31, 20172023 net asset balance, assuming no additional CDSC is received in future periods, is as follows (in thousands):
2024$39,894 
202528,979 
202616,997 
20271,504 
Total$87,374 
2018$20,778
20196,343
20202,615
2021344
202238
20238
 $30,126

12. Debt
As of December 31, 2017 and 2016, AB had $491.8 million and $513.0 million, respectively, in commercial paper outstanding with weighted average interest rates of approximately 1.6% and 0.9%, respectively. The commercial paper is short term in nature, and as such, recorded value is estimated to approximate fair value (and considered a Level 2 security in the fair value hierarchy). Average daily borrowings of commercial paper during 2017 and 2016 were $482.2 million and $422.9 million, respectively, with weighted average interest rates of approximately 1.2% and 0.6%, respectively.Credit Facility
AB has a $1.0 billionan $800.0 million committed, unsecured senior revolving credit facility (“(the "Credit Facility”") with a group of commercial banks and other lenders, which matures on October 22, 2019.13, 2026. The Credit Facility was amended and restated on February 9, 2023, to reflect the transition from US LIBOR, which was retired June 30, 2023, to the term Secured Overnight Financial Rate ("SOFR"). Other than this immaterial change, there were no other significant changes included in the amendment. The Credit Facility provides for possible increases in the principal amount by up to an aggregate incremental amount of $250.0$200.0 million; any such increase is subject to the consent of the affected lenders. The Credit Facility is available for AB and Sanford C. Bernstein & Co., LLC ("SCB LLC") business purposes, including the support of AB’s $1.0 billion commercial paper program. Both AB and SCB LLC can draw directly under the Credit Facility and management may draw on the Credit Facility from time to time. AB has agreed to guarantee the obligations of SCB LLC under the Credit Facility.
The Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. As of December 31, 2017,2023, we were in compliance with these covenants. The Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvency- or bankruptcy-related events of default, all amounts payable under the Credit Facility would automatically become immediately due and payable, and the lender’s commitments automatically would terminate.
Amounts under the Credit Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility. Voluntary prepayments and commitment reductions requested by us are permitted at any time without a fee (other than customary breakage costs relating to the prepayment of any drawn loans) upon proper notice and subject to a minimum dollar requirement. Borrowings under the Credit Facility bear interest at a rate per annum, which will be, at our option, a rate equal to an applicable margin, which is subject to adjustment based on the credit ratings of AB, plus one of the following indices: London Interbank Offered Rate;SOFR; a floating basePrime rate; or the Federal Funds rate.

As of December 31, 20172023 and 2016,2022, we had no amounts outstanding under the Credit Facility. During 20172023 and 2016,2022, we did not draw upon the Credit Facility.
On December 1, 2016,
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EQH Facility
AB entered intoalso has a $200.0$900.0 million committed, unsecured 364-day senior revolving credit facility (the “Revolver(“EQH Facility”) with a leading international bankEQH. The EQH Facility matures on November 4, 2024 and the other lending institutions that may be party thereto. On November 29, 2017, as part of an amendment and restatement, the maturity date of the Revolver was extended from November 29, 2017 to November 28, 2018. There were no other significant changes included in the amendment. The Revolver is available for AB's and SCB LLC'sgeneral business purposes, including the provision of additional liquidity to meet funding requirements primarily related to SCB LLC's operations. Both AB and SCB LLC can draw directlypurposes. Borrowings under the Revolver and management expects to drawEQH Facility generally bear interest at a rate per annum based on the Revolver from time to time. AB has agreed to guarantee the obligations of SCB LLC under the Revolver. prevailing overnight commercial paper rates.
The RevolverEQH Facility contains affirmative, negative and financial covenants which are identicalsubstantially similar to those of the Credit Facility.in AB’s committed bank facilities. As of December 31, 2017,2023, we were in compliance with these covenants. The EQH Facility also includes customary events of default substantially similar to those in AB’s committed bank facilities, including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or the lender’s commitment may be terminated.
Amounts under the EQH Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility. AB or EQH may reduce or terminate the commitment at any time without penalty upon proper notice. EQH also may terminate the facility immediately upon a change of control of our general partner.
As of both December 31, 2023 and 2022, AB had $75.0$900.0 million outstanding under the RevolverEQH Facility with an interest raterates of 2.4%. As of December 31, 2016, we had no amounts outstanding under the Revolver.approximately 5.3% and 4.3%, respectively. Average daily borrowings for 2017on the EQH Facility during 2023 and 20162022 were $21.4$743.1 million and $7.3$655.2 million, respectively, with weighted average interest rates of 2.0%approximately 4.9% and 1.6%1.7%, respectively.
EQH Uncommitted Facility
In addition to the EQH Facility, AB has a $300.0 million uncommitted, unsecured senior credit facility (“EQH Uncommitted Facility”) with EQH. The EQH Uncommitted Facility matures on September 1, 2024 and is available for AB's general business purposes. Borrowings under the EQH Unsecured Facility generally bear interest at a rate per annum based on prevailing overnight commercial paper rates. The EQH Uncommitted Facility contains affirmative, negative and financial covenants which are substantially similar to those in the EQH Facility. As of December 31, 2023, we were in compliance with these covenants. As of December 31, 2023, we had no amounts outstanding under the EQH Uncommitted Facility. As of December 31, 2022, we had $90.0 million outstanding under the EQH Uncommitted Facility with an interest rate of approximately 4.3%. Average daily borrowings on the EQH Facility during 2023 and 2022 were $3.6 million and $0.7 million, respectively, with weighted average interest rates of approximately 4.6% and 4.3%, respectively.
Commercial Paper
As of December 31, 2023, we had $254.3 million of commercial paper outstanding with an interest rate of 5.4%. As of December 31, 2022, we had no commercial paper outstanding. The commercial paper is short term in nature, and as such, recorded value is estimated to approximate fair value (and considered a Level 2 security in the fair value hierarchy). Average daily borrowings of commercial paper during 2023 and 2022 were $267.6 million and $189.9 million, respectively, with weighted average interest rates of approximately 5.2% and 1.5%, respectively.
SCB Lines of Credit
SCB LLC currently has threefive uncommitted lines of credit with threefive financial institutions. TwoFour of these lines of credit permit us to borrow up to an aggregate of approximately $175.0$315.0 million, with AB named as an additional borrower, while the other line has no stated limit. AB has agreed to guarantee the obligations on SCB LLC under these lines of credit. As of December 31, 20172023 and 2016,2022, SCB LLC had no bank loans outstanding.outstanding balance on these lines of credit. Average daily borrowings on the lines of bank loanscredit during 20172023 and 20162022 were $4.5$1.1 million and $4.4$1.4 million, respectively, with weighted average interest rates of approximately 1.4%7.8% and 1.1%3.7%, respectively.
13. Commitments and Contingencies
Operating Leases
We lease office space, furnitureoffice equipment and office equipmenttechnology under various operating and financing leases. Our current leases have initial lease terms of one year to 15 years, some of which include options to extend the leases for up to seven years, and some of which include options to terminate the leases within one year.
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Leases included in the consolidated statements of financial condition as of December 31, 2023 and 2022 were as follows:
ClassificationDecember 31, 2023December 31, 2022
(in thousands)
Operating Leases
Operating lease right-of-use assetsRight-of-use assets$312,588 $360,092 
Operating lease liabilitiesLease liabilities357,623 415,539 
Finance Leases
Property and equipment, grossRight-of-use assets18,975 18,116 
Amortization of right-of-use assetsRight-of-use assets(7,797)(6,310)
Property and equipment, net11,178 11,806 
Finance lease liabilitiesLease liabilities11,394 11,940 
The components of lease expense included in the consolidated statements of income for the years ended December 31, 2023 and 2022 were as follows:
Years Ended December 31
Classification20232022
(in thousands)
Operating lease costGeneral and administrative$94,784 $97,198 
Financing lease cost:
Amortization of right-of-use assetsGeneral and administrative4,779 3,860 
Interest on lease liabilitiesInterest expense348 200 
Total finance lease cost5,127 4,060 
Variable lease cost (1)
General and administrative35,525 40,552 
Sublease incomeGeneral and administrative(33,577)(34,420)
Net lease cost$101,859 $107,390 
(1)Variable lease expense includes operating expenses, real estate taxes and employee parking.
The sublease income represents all revenues received from sub-tenants. It is primarily fixed base rental payments combined with variable reimbursements such as operating expenses, real estate taxes and employee parking. The vast majority of sub-tenant income is derived from our New York metro sub-tenant agreements. Sub-tenant income related to base rent is recorded on a straight-line basis.
Maturities of lease liabilities are as follows:
Operating LeasesFinancing LeasesTotal
Year ending December 31,(in thousands)
2024$108,380 $4,415 $112,795 
202542,695 3,985 46,680 
202640,568 2,554 43,122 
202737,973 881 38,854 
202831,698 137 31,835 
Thereafter132,647 — 132,647 
Total lease payments393,961 11,972 $405,933 
Less interest(36,338)(578)
Present value of lease liabilities$357,623 $11,394 
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We have signed a lease that commenced in 2024, relating to approximately 166,000 square feet of 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 $393.0 million.
Lease term and discount rate:
Weighted average remaining lease term (years):
Operating leases7.34
Finance leases2.97
Weighted average discount rate:
Operating leases2.89 %
Finance leases3.22 %
Supplemental non-cash activity related to leases are as follows:
Years Ended December 31
20232022
(in thousands)
Right-of-use assets obtained in exchange for lease obligations(1):
Operating leases$32,407 $38,875 
Finance leases4,106 7,791 
(1)Represents non-cash activity and, accordingly, is not reflected in the consolidated statements of cash flows.
14. Commitments and Contingencies
Leases
As indicated in Note 13 Leases, we lease office space, office equipment and technology under various leasing arrangements. The future minimum payments under non-cancelable leases, sublease commitments and related payments we are obligated to make, net of sublease commitments of third party lessees to make payments to us, as of December 31, 2017,2023, are as follows:
PaymentsSublease ReceiptsNet Payments
(in millions)
2024$104.4 $(31.0)$73.4 
202564.6 0.3 64.9 
202660.9 (0.2)60.7 
202756.6 — 56.6 
202849.6 — 49.6 
2029 and thereafter458.9 — 458.9 
Total future minimum payments$795.0 $(30.9)$764.1 
 Payments Sublease
Receipts		 Net
Payments
 (in millions)
2018$131.6
 $44.2
 $87.4
2019127.8
 46.0
 81.8
2020107.5
 29.7
 77.8
2021102.3
 28.4
 73.9
202291.3
 25.3
 66.0
2023 and thereafter204.2
 48.9
 155.3
Total future minimum payments$764.7
 $222.5
 $542.2
Office leases contain escalation clauses that provide for the pass through of increases in operating expenses and real estate taxes. Rent expense, which is amortized on a straight-line basis over the life of the lease, was $65.2 million, $68.1 million and $70.7 million, respectively, for the years ended December 31, 2017, 2016 and 2015, net of sublease income of $0.5 million, $2.5 million and $2.9 million, respectively, for the years ended December 31, 2017, 2016 and 2015. See Note 313 Leases for further discussion of the real estate charges.material lease commitments.
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. Any such accruals are adjusted thereafter as appropriate to reflect changed circumstances. When we are able to do so, we also determine estimates of reasonably possible losses or ranges of reasonably possible losses for such matters, whether in excess of any related accrued liability or where there is no accrued liability, and we disclose an estimate of the possible loss or range of losses. 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 particularly 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. As a result of these types of factors, we are unable, at this time, to estimate the losses that are reasonably possible to be incurred or ranges of such losses with respect to our significant litigation matters.
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On December 14, 2022, four individual participants in the Profit Sharing Plan for Employees of AllianceBernstein L.P., (the "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, and the Investment and Administrative Committees under the Plan. Plaintiffs, who seek to represent a class of all participants in the Plan from December 14, 2016 to the present, allege that defendants violated their fiduciary duties and engaged in prohibited transactions under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") by including proprietary collective investment trusts as investment options offered under the Plan. The Complaint seeks unspecified damages, disgorgement and other equitable relief. AB is prepared to defend itself vigorously against these claims and filed a motion to dismiss on February 24, 2023. While the ultimate outcome of this matter is currently 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 inquires,inquiries, administrative proceedings and litigation, some of which may allege significant damages. It is reasonably possible that weAB could incur losses pertaining to these other matters, but management cannot currently we cannot estimate any such additional 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 anthe 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,operations, financial condition or liquidity in any future reporting period.
Other

We entered into a subscription agreement, under which we committed to invest up to $35.0 million in a venture capital fund. As of December 31, 2017, we had funded all of this commitment.
As general partner of AllianceBernstein U.S. Real Estate L.P. (“Real Estate Fund”), we committed to invest $25.0 million in the Real Estate Fund. As of December 31, 2017, we had funded $22.4 million of this commitment. As general partner of AllianceBernstein U.S. Real Estate II L.P. (“Real Estate Fund II”), we committed to invest $28.0 million in the Real Estate Fund II. As of December 31, 2017, we had funded $10.4 million of this commitment.
We entered into an investment agreement under which we committed to invest up to $8.0 million in an oil and gas fund. As of December 31, 2017, we had funded $6.2 million of this commitment.
14.15. Consolidated Company-Sponsored Investment Funds
We regularly provide seed capital to new company-sponsored investment funds. As such, we may consolidate or de-consolidate a variety of company-sponsored investment funds each quarter. Due to the similarity of risks related to our involvement with each company-sponsored investment fund, disclosures required under the VIE model are aggregated, such as disclosures regarding the carrying amount and classification of assets.
We are not required to provide financial support to company-sponsored investment funds and only the assets of such funds are available to settle each fund's own liabilities. Our exposure to loss in regard toregarding consolidated company-sponsored investment funds is limited to our investment in, and our management fee earned from, such funds. Equity and debt holders of such funds have no recourse to AB’s assets or to the general credit of AB.
The balances of consolidated VIEs and VOEs included in our condensed consolidated statements of financial condition were as follows:
December 31, 2023December 31, 2022
(in thousands)
VIEsVOEsTotalVIEsVOEsTotal
Cash and cash equivalents$7,572 $167 $7,739 $19,751 $— $19,751 
Investments286,619 110,555 397,174 516,536 — 516,536 
Other assets15,010 10,289 25,299 44,424 — 44,424 
Total assets$309,201 $121,011 $430,212 $580,711 $— $580,711 
Liabilities$9,699 $2,838 $12,537 $55,529 $— $55,529 
Redeemable non-controlling interest202,882 6,538 209,420 368,656 — 368,656 
Partners' capital attributable to AB Unitholders96,620 111,635 208,255 156,526 — 156,526 
Total liabilities, redeemable non-controlling interest and partners' capital$309,201 $121,011 $430,212 $580,711 $— $580,711 
During 2023, we deconsolidated five funds in which we had seed investments totaling approximately $77.3 million as of December 31, 2022 due to no longer having a controlling financial interest.
Changes in the redeemable non-controlling interest balance during the twelve-month period ended December 31, 2023 are as follows (in thousands):
Redeemable non-controlling interest as of December 31, 2022$368,656 
Deconsolidated funds(196,277)
Changes in third-party seed investments in consolidated funds37,041 
Redeemable non-controlling interest as of December 31, 2023$209,420
  December 31, 2017 December 31, 2016
  (in thousands)
             
  VIEs VOEs Total VIEs VOEs Total
Cash and cash equivalents $326,158
 $360
 $326,518
 $337,525
 $—
 $337,525
Investments 1,189,835
 56,448
 1,246,283
 547,650
 23,226
 570,876
Other assets 33,931
 1,466
 35,397
 48,480
 —
 48,480
Total assets $1,549,924
 $58,274
 $1,608,198
 $933,655
 $23,226
 $956,881
             
Liabilities $695,997
 $2,104
 $698,101
 $293,510
 $—
 $293,510
Redeemable non-controlling interest 596,241
 (18) 596,223
 384,294
 —
 384,294
Partners' capital attributable to AB Unitholders 256,929
 56,188
 313,117
 221,229
 23,226
 244,455
Non-redeemable non-controlling interests in consolidated entities 757
 —
 757
 34,622
 —
 34,622
Total liabilities, redeemable non-controlling interest and partners' capital $1,549,924
 $58,274
 $1,608,198
 $933,655
 $23,226
 $956,881
             

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Fair Value
Cash and cash equivalents include cash on hand, demand deposits, overnight commercial paper and highly liquid investments with original maturities of three months or less. Due to the short-term nature of these instruments, the recorded value has been determined to approximate fair value.

Valuation of consolidated company-sponsored investment funds' financial instruments by pricing observability levels as of December 31, 20172023 and 20162022 was as follows (in thousands):
 Level 1Level 2Level 3Total
December 31, 2023:
Investments - VIEs$49,455 $237,164 $— $286,619 
Investments - VOEs9,036 101,519 — 110,555 
Derivatives - VIEs2,139 2,763 — 4,902 
Derivatives - VOEs— 8,775 — 8,775 
Total assets measured at fair value$60,630 $350,221 $— $410,851 
Derivatives - VIEs$944 $1,587 $— $2,531 
Total liabilities measured at fair value$944 $1,587 $— $2,531 
December 31, 2022:
Investments - VIEs$129,706 $386,830 $— $516,536 
Derivatives - VIEs1,529 6,023 — 7,552 
Total assets measured at fair value$131,235 $392,853 $— $524,088 
Derivatives - VIEs$14,932 $6,608 $— $21,540 
Total liabilities measured at fair value$14,932 $6,608 $— $21,540 
 Level 1 Level 2 Level 3 NAV Expedient Total
December 31, 2017:         
  Investments - VIEs$1,053,824
 $133,796
 $2,205
 $10
 $1,189,835
  Investments - VOEs5,491
 50,898
 59
 —
 56,448
  Derivatives - VIEs252
 30,384
 —
 —
 30,636
  Derivatives - VOEs49
 251
 —
 —
 300
Total assets measured at fair value$1,059,616
 $215,329
 $2,264
 $10
 $1,277,219
          
Short equities - VIEs$669,258
 $—
 $—
 $—
 $669,258
Derivatives - VIEs421
 21,820
 —
 —
 22,241
  Derivatives - VOEs12
 619
 —
 —
 631
Total liabilities measured at fair value$669,691
 $22,439
 $—
 $—
 $692,130
          
December 31, 2016:         
  Investments - VIEs$341,849
 $199,978
 $5,741
 $82
 $547,650
  Investments - VOEs10,188
 12,061
 —
 977
 23,226
  Derivatives - VIEs58
 5,649
 —
 —
 5,707
Total assets measured at fair value$352,095
 $217,688
 $5,741
 $1,059
 $576,583
          
Short equities - VIEs$248,419
 $—
 $—
 $—
 $248,419
Derivatives - VIEs67
 2,724
 —
 —
 2,791
Total liabilities measured at fair value$248,486
 $2,724
 $—
 $—
 $251,210

See Note 9 for a description of the fair value methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

The change in carrying value associated with Level 3 financial instruments carried at fair value within consolidated company-sponsored investment funds was as follows:
 December 31,
 2017 2016 December 31
 (in thousands) 20232022
     (in thousands)
Balance as of beginning of period $5,741
 $—
Impact of adoption of ASU 2015-02 —
 14,740
Deconsolidated funds (7,267) (368)
Transfers (out) in 480
 (24,605)
Transfers (out)
Purchases 6,127
 3,032
Sales (3,120) (5,007)
Realized gains (losses), net 2
 (3,391)
Unrealized gains (losses), net 286
 21,355
Accrued discounts 15
 (15)
Balance as of end of period $2,264
 $5,741
Balance as of end of period
Balance as of end of period
The Level 3 securities primarily consist of corporate bonds that are vendor priced with no ratings available, bank loans, non-agency collateralized mortgage obligations and asset-backed securities.

Transfers into and out of all levels of the fair value hierarchy are reflected at end-of-period fair values. Realized and unrealized gains and losses on Level 3 financial instruments are recorded in investment gains and losses in the condensed consolidated statements of income.

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Derivative Instruments
As of December 31, 20172023 and 2016,2022, the VIEs held $8.4$2.4 million and $2.9$14.0 million (net), respectively, of futures, forwards, options and swaps within their portfolios. For the years ended December 31, 20172023 and 2016, respectively2022, we recognized $21.5 million and $0.8$0.1 million of gains and $9.4 million of losses, respectively, on these derivatives. These gains and losses are recognized in investment gains (losses) in the consolidated statements of income.
As of December 31, 20172023 and 2016,2022, the VIEs held $0.2$1.4 million and $0.5$2.7 million, respectively, of cash collateral payable to trade counterparties. This obligation to return cash is reported in the liabilities of consolidated company-sponsored investment funds in our consolidated statements of financial condition.
As of December 31, 20172023 and 2016,2022, the VIEs delivered $2.9$1.4 million and $3.3$5.4 million, respectively, of cash collateral into brokerage accounts. The VIEs report this cash collateral in the consolidated company-sponsored investment funds cash and cash equivalents in our consolidated statements of financial condition.
As of December 31, 2017,2023, the VOEs held $0.3$8.8 million (net) of futures, forwards, options and swaps within their portfolios. For the year ended December 31, 20172023, we recognized $0.4$0.1 million of losses, respectively, on these derivatives. These gains and losses are recognized in the investment gains (losses) in the consolidated statements of income.
As of December 31, 2017,2023, the VOEs held $0.2 millionno cash collateral payable to trade counterparties.
As of December 31, 2023, the VOEs delivered no cash collateral in brokerage accounts. The VOEs report this cash collateral in the consolidated company-sponsored investment funds cash and cash equivalents in our consolidated statements of financial condition.

Offsetting Assets and Liabilities
Offsetting of derivative assets of consolidated company-sponsored investment funds as of December 31, 20172023 and 20162022 was as follows:
 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, 2017:           
Derivatives - VIEs$30,636
 $—
 $30,636
 $—
 $(194) $30,442
Derivatives - VOEs$300
 $—
 $300
 $—
 $(37) $263
December 31, 2016:           
Derivatives - VIEs$5,707
 $—
 $5,707
 $—
 $(461) $5,246

 Gross Amounts of Recognized AssetsGross Amounts Offset in the Statement of Financial ConditionNet Amounts of Assets Presented in the Statement of Financial ConditionFinancial
Instruments		Cash Collateral
Received		Net
Amount
 (in thousands)
December 31, 2023:
Derivatives - VIEs$4,902 $— $4,902 $— $(1,415)$3,487 
December 31, 2022:
Derivatives - VIEs$7,552 $— $7,552 $— $(2,731)$4,821 
Offsetting of derivative liabilities of consolidated company-sponsored investment funds as of December 31, 20172023 and 20162022 was as follows:
 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, 2017:           
Derivatives - VIEs$22,241
 $—
 $22,241
 $—
 $(2,884) $19,357
Derivatives - VOEs$631
 $—
 $631
 $—
 $(228) $403
December 31, 2016:           
Derivatives - VIEs$2,791
 $—
 $2,791
 $—
 $(2,791) $—

 Gross
 Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial ConditionNet Amounts
of Liabilities Presented in the Statement of Financial Condition		Financial
Instruments		Cash Collateral
Pledged		Net
Amount
 (in thousands)
December 31, 2023:
Derivatives - VIEs$2,531 $— $2,531 $— $(1,408)$1,123 
December 31, 2022:
Derivatives - VIEs$21,540 $— $21,540 $— $(5,444)$16,096 
Cash collateral, whether pledged or received on derivative instruments, is not considered material and, accordingly, is not disclosed by counterparty.
Non-Consolidated VIEs
As of December 31, 2017,2023, the net assets of company-sponsored investment products that are non-consolidated VIEs are approximately $53.6 billion, and$54.6 billion; our maximum risk of loss is our investment of $7.9$10.3 million in these VIEs and our advisory fee receivablesfees receivable from these VIEs which are not material.$114.5 million. As of December 31, 2022, the net assets of company-sponsored investment products that were non-consolidated VIEs was approximately $46.4 billion; our maximum risk of loss was our investment of $5.7 million in these VIEs and our advisory fees receivable from these VIEs were $54.2 million.
15.
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16. Net Capital
SCB LLC is registered as a broker-dealer under the Exchange Act and is subject to the minimum net capital requirements imposed by the U.S. Securities and Exchange Commission ("SEC"). SCB LLC computes its net capital under the alternative method permitted by the applicable rule, which requires that minimum net capital, as defined, equals the greater of $1$1.0 million or two percent of aggregate debit items arising from customer transactions, as defined. As of December 31, 2017,2023, SCB LLC had net capital of $227.4$316.9 million, which was $194.9$289.1 million in excess of the minimum net capital requirement of $32.5$27.8 million. Advances, dividend payments and other equity withdrawals by SCB LLC are restricted by regulations imposed by the SEC, the Financial Industry Regulatory Authority, Inc., and other securities agencies.

Our U.K.-based broker-dealer is a member of the London Stock Exchange. As of December 31, 2017,2023, it was subject to financial resources requirements of $25.6$46.7 million imposed by the Financial Conduct Authority of the United Kingdom and had aggregate regulatory financial resources of $56.1$57.0 million, an excess of $30.5 million.$10.3 million over the required level.
AllianceBernstein Investments, Inc. ("ABI"), another one of our subsidiaries and the distributor and/or underwriter for certain company-sponsored mutual funds, is registered as a broker-dealer under the Exchange Act and is subject to the minimum net capital requirements imposed by the SEC. As of December 31, 2017, it2023, ABI had net capital of $15.6$26.8 million, which was $15.3$26.5 million in excess of its required net capital of $0.3 million.
Many of our subsidiaries around the world are subject to minimum net capital requirements by the local laws and regulations to which they are subject. As of December 31, 2017,2023, each of our subsidiaries subject to a minimum net capital requirement satisfied the applicable requirement.
16.17. Counterparty Risk
Customer Activities
In the normal course of business, brokerage activities involve the execution, settlement and financing of various customer securities trades, which may expose our broker-dealer operations to off-balance sheet risk by requiring us to purchase or sell securities at prevailing market prices in the event the customer is unable to fulfill its contractual obligations.
Our customer securities activities are transacted on either a cash or margin basis. In margin transactions, we extend credit to the customer, subject to various regulatory and internal margin requirements. These transactions are collateralized by cash or securities in the customer’s account. In connection with these activities, we may execute and clear customer transactions involving the sale of securities not yet purchased. We seek to control the risks associated with margin transactions by requiring customers to maintain collateral in compliance with the aforementioned regulatory and internal guidelines. We monitor required margin levels daily and, pursuant to such guidelines, require customers to deposit additional collateral, or reduce positions, when necessary. A majority of our customer margin accounts are managed on a discretionary basis whereby we maintain control over the investment activity in the accounts. For these discretionary accounts, our margin deficiency exposure is minimized throughby our maintaining a diversified portfolio of securities in the accounts, and by virtue of our discretionary authority and our U.S-basedU.S.-based broker-dealer's role as custodian.
In accordance with industry practice, we record customer transactions on a settlement date basis, which generally is two business days after trade date for our U.K. and U.S. operations.basis. We are exposed to risk of loss on these transactions in the event of the customer’s or broker’s inability to meet the terms of their contracts, in which case we may have to purchase or sell financial instruments at prevailing market prices. The risks we assume in connection with these transactions are not expected to have a material adverse effect on our financial condition or results of operations.
Other Counterparties
We are engaged in various brokerage, futures, forwards, options and swap activities on behalf of clients, in which counterparties primarily include broker-dealers, banks and other financial institutions. In the event these counterparties do not fulfill their obligations, our clients and we may be exposed to loss. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument.counterparty. It is our policy to review, as necessary, each counterparty’s creditworthiness.
In connection with security borrowing and lending arrangements, we enter into collateralized agreements, which may result in potential loss in the event the counterparty to a transaction is unable to fulfill its contractual obligations. Security borrowing arrangements require us to deposit cash collateral with the lender. With respect to security lending arrangements, we receive collateral in the form of cash in amounts generally in excess of the market value of the securities loaned. We attempt to mitigate credit risk associated with these activities by establishing credit limits for each broker and monitoring these limits on a daily basis. Additionally, security borrowing and lending collateral is marked to market on a daily basis, and additional collateral is deposited by or returned to us as necessary.
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We enter into various futures, forwards, options and swaps primarily to economically hedge certain of our seed money investments. We may be exposed to credit losses in the event of nonperformance by counterparties to these derivative financial instruments. See Note 7, Derivative Instruments for further discussion.
17.18. Qualified Employee Benefit Plans
We maintain a qualified profit sharing plan covering U.S. employees and certain foreign employees. Employer contributions are discretionary and generally limited to the maximum amount deductible for federal income tax purposes. Aggregate contributions for 2017, 2016 and 2015 were $14.4$19.0 million, $14.3$17.5 million and $14.2$16.5 million for 2023, 2022 and 2021, respectively.

We maintain several defined contribution plans for foreign employees working for our subsidiaries in the United Kingdom, Australia, Japan and other locations outside the United States. Employer contributions generally are consistent with regulatory requirements and tax limits. Defined contribution expense for foreign entities was $6.8$11.7 million, $6.8$10.2 million and $7.9$9.8 million in 2017, 20162023, 2022 and 2015,2021, respectively.
We maintain a qualified, noncontributory, defined benefit retirement plan (“(the “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 Retirement Plan) and primary Social Security benefits. Service and compensation after December 31, 2008 are not taken into account in determining participants’ retirement benefits.
Our policy is to satisfy our funding obligation for each year in an amount not less than the minimum required by the Employee Retirement Income Security Act of 1974, as amended,ERISA and not greater than the maximum amount we can deduct for federal income tax purposes. We contributed $4.0 milliondid not make a contribution to the Retirement Plan during 2017.2023. We do not currently estimateanticipate that we will contribute $5.0 million to the Retirement Plan during 2018.2024. Contribution estimates, which are subject to change, are based on regulatory requirements, future market conditions and assumptions used for actuarial computations of the Retirement Plan’s obligations and assets. Management, at the present time, has not determined the amount, if any, of additional future contributions that may be required.
The Retirement Plan’s projected benefit obligation, fair value of plan assets and funded status (amounts recognized in the consolidated statements of financial condition) were as follows:
Years Ended December 31,
2017 2016
(in thousands)
Years Ended December 31Years Ended December 31
202320232022
(in thousands)(in thousands)
Change in projected benefit obligation:   
Projected benefit obligation at beginning of year$111,315
 $107,784
Projected benefit obligation at beginning of year
Projected benefit obligation at beginning of year
Interest cost4,999
 4,972
Actuarial loss (gain)12,617
 1,794
Plan settlements
Plan settlements
Plan settlements
Actuarial (gain)
Benefits paid(3,731) (3,235)
Projected benefit obligation at end of year125,200
 111,315
Change in plan assets:   
Plan assets at fair value at beginning of year86,699
 86,292
Plan assets at fair value at beginning of year
Plan assets at fair value at beginning of year
Actual return on plan assets13,738
 3,642
Employer contribution4,000
 —
Plan settlements
Plan settlements
Plan settlements
Benefits paid(3,731) (3,235)
Plan assets at fair value at end of year100,706
 86,699
Funded status$(24,494) $(24,616)
Effective December 31, 2015, the Retirement Plan was amended to change the actuarial basis used for converting a life annuity benefit to optional forms of payment and converting benefits payable at age 65 to earlier commencement dates. This prior service cost will be amortized over future years.
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The amounts recognized in other comprehensive income (loss) for the Retirement Plan for 2017, 20162023, 2022 and 20152021 were as follows:
202320222021
(in thousands)
Unrecognized net gain (loss) from experience different from that assumed and effects of changes and assumptions$8,815 $6,519 $15,858 
Prior service cost24 24 24 
8,839 6,543 15,882 
Income tax (expense)(9)(33)(87)
Other comprehensive income$8,830 $6,510 $15,795 
 2017 2016 2015
 (in thousands)
Unrecognized net (loss) gain from experience different from that assumed and effects of changes and assumptions$(3,043) $(3,115) $2,882
Prior service cost24
 93
 (895)
 (3,019) (3,022) 1,987
Income tax expense(49) (10) (99)
Other comprehensive (loss) income$(3,068) $(3,032) $1,888

The lossgain of $3.1$8.8 million recognized in 20172023 was primarily due to actual earnings exceeding expected earnings on plan assets of ($6.9 million), the recognized actuarial loss of ($0.9 million), changes in the discount rate and lump sum interest rates of ($0.5 million) and changes in the census data ($0.5 million).
The gain of $6.5 million recognized in 2022 was primarily due to changes in the discount rate and lump sum interest rates of ($11.938.7 million), settlement loss recognized of ($1.7 million) and the recognized actuarial loss of ($1.0 million), offset by actual earnings less than expected earnings on plan assets of ($34.0 million), changes in the census data ($1.40.5 million), offset by and changes in adjustments for participants who received their pension as a lump sum ($0.4 million).
The gain of $15.8 million recognized in 2021 was primarily due to actual earnings exceeding expected earnings on plan assets ($8.58.2 million), the recognized actuarial loss ($1.1 million) and changes in the mortality assumption ($0.7 million). The loss of $3.0 million recognized in 2016 primarily was due to expected earnings on plan assets exceeding actual earnings ($1.8 million) and changes in the discount rate and lump sum interest rates of ($3.55.6 million), settlement loss recognized of ($2.0 million) and the recognized actuarial loss of ($1.5 million), offset by changes in the mortality assumptioncensus data ($1.7 million). The gain of $1.9 million in 2015 primarily was due to changes in the discount rate and lump sum interest rates ($5.61.0 million) and changes in the mortality assumption ($1.4 million), offset by expected earnings on plan assets exceeding actual earnings ($5.30.2 million).
Foreign retirement plans and an individual's retirement plan maintained by AB are not material to AB's consolidated financial statements. As such, disclosure for these plans is not necessary. The reconciliation of the 20172023 amounts recognized in other comprehensive income for the Retirement Plan as compared to the consolidated statement of comprehensive income ((the "OCI Statement") is as follows:
Retirement Plan Retired Individual Plan Foreign Retirement Plans OCI Statement
(in thousands)
Recognized actuarial (loss)$(3,043) $(20) $(127) $(3,190)
Retirement
Plan		Retirement
Plan		Retired Individual PlanForeign Retirement PlansOCI
Statement
(in thousands)(in thousands)
Recognized actuarial gain
Amortization of prior service cost24
 —
 —
 24
Changes in employee benefit related items(3,019) (20) (127) (3,166)
Income tax (expense) benefit(49) (1) 23
 (27)
Income tax (expense)
Employee benefit related items, net of tax$(3,068) $(21) $(104) $(3,193)
The amounts included in accumulated other comprehensive income (loss)loss for the Retirement Plan as of December 31, 20172023 and 20162022 were as follows:
2017 2016
(in thousands)
202320232022
(in thousands)(in thousands)
Unrecognized net loss from experience different from that assumed and effects of changes and assumptions$(49,473) $(46,430)
Prior service cost(779) (803)
(50,252) (47,233)
(29,068)
Income tax benefit408
 457
Accumulated other comprehensive loss$(49,844) $(46,776)
The amortization period over which we are amortizing the loss for the Retirement Plan from accumulated other comprehensive income is 3227.2 years. The estimated prior service cost and amortization of loss for the Retirement Plan that will be amortized from accumulated other comprehensive income over the next year are $23,959$24,000 and $1.1 million, respectively.$0.7 million.
The accumulated benefit obligation for the plan was $125.2$98.4 million and $111.3$100.5 million respectively, as of December 31, 20172023 and 2016.2022, respectively.
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The discount rates used to determine benefit obligations as of December 31, 20172023 and 20162022 (measurement dates) were 3.90%5.40% and 4.55%5.50%, respectively.
Benefit payments are expected to be paid as follows (in thousands):
2018$6,517
20197,076
20205,302
20216,157
20228,040
2023-202739,643

2024$10,059 
20258,030 
20267,856 
20278,690 
20287,677 
2029 - 203337,703 
Net (benefit) expense under the Retirement Plan consisted of:
Year Ended December 31,
2017 2016 2015
(in thousands)
Years Ended December 31Years Ended December 31
2023202320222021
(in thousands)(in thousands)
Interest cost on projected benefit obligations$4,999
 $4,972
 $4,816
Expected return on plan assets(5,261) (5,407) (6,176)
Amortization of prior service cost24
 24
 —
Settlement loss recognized
Recognized actuarial loss1,097
 959
 979
Net pension (benefit) expense$859
 $548
 $(381)
Net pension expense
Actuarial computations used to determine net periodic costs were made utilizing the following weighted-average assumptions:
Years Ended December 31,
2017 2016 2015
Years Ended December 31Years Ended December 31
2023202320222021
Discount rate on benefit obligations4.55% 4.75% 4.3%Discount rate on benefit obligations5.50 %2.90 %2.55 %
Expected long-term rate of return on plan assets6.0
 6.5
 7.0
Expected long-term rate of return on plan assets5.25 %5.25 %5.25 %
In developing the expected long-term rate of return on plan assets of 6.0%5.25%, management considered the historical returns and future expectations for returns for each asset category, as well as the target asset allocation of the portfolio. The expected long-term rate of return on assets is based on weighted average expected returns for each asset class.
As of December 31, 2017,2023, the mortality projection assumption has been updated to useused the generational MP-2017MP-2021 improvement scale. Previously, mortality was projected generationally usingscale, which is consistent with the MP-2016 improvements scale.improvement scale used in 2022 and 2021. The base mortality assumption remains atused is the RP-2014 white-collarSociety of Actuaries PRI-2012 base mortality table for males and females adjusted back to 2006private sector plans, with a white-collar adjustment, using the MP-2014 improvement scale.contingent annuitant table for beneficiaries of deceased participants.
TheFor fiscal year-end 2023, we reflected the most recently published Internal Revenue Service (“IRS”) recently updated the mortality tables used to determine lump sums. For fiscal year-end 2017, we reflected the actual IRS table for 2018 withlump sums assumed annual updatesto be paid in 2023. We projected future mortality for years 2019 and later onlump sums assumed to be paid after 2023 using the current base tablemortality tables (RP-2014 backed off to 2006) with the assumedand projection scale of MP-2017.MP-2021.
The Retirement Plan’s asset allocation percentages consisted of:
December 31,
2017 2016
Years Ended December 31Years Ended December 31
202320232022
Equity66% 61%Equity28 %46 %
Debt securities15
 18
Other19
 21
100% 100%
TotalTotal100 %100 %
The guidelines regarding allocation of assets are formalized in the Investment Policy Statement adopted by the Investment Committee for the Retirement Plan. The objective of the investment program is to enhance the portfolio of the Retirement Plan through total return (capital appreciation and income), thereby promoting the ongoing ability of the planPlan to meet future liabilities and obligations, while minimizing the need for additional contributions.contributions, and managing the Plan's funded status appropriately. The guidelines specify ana target allocation weighting of 30% to 60%62.5% for liability hedging investments and 37.5% for return seeking investments (targetinvestments.
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Table of 40%), 10% to 30% for risk mitigating investments (target of 15%), 0% to 25% for diversifying investments (target of 17%) and 18% to 38% for dynamic asset allocation (target of 28%). Investments in mutual funds, hedge funds (and other alternative investments), and other commingled investment vehicles are permitted under the guidelines. Investments are permitted in overlay portfolios (regulated mutual funds), which are designed to manage short-term portfolio risk and mitigate the effect of extreme outcomes by varying the asset allocation of a portfolio.Contents
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See Note 9, Fair Value for a description of how we measure the fair value of our plan assets.
The valuation of our Retirement Plan assets by pricing observability levels as of December 31, 20172023 and 20162022 was as follows (in thousands):

Level 1Level 2Level 3Total
December 31, 2023
Cash$944 $— $— $944 
U.S. Treasury Strips— 15,764 — 15,764 
Fixed income mutual funds2,271 — — 2,271 
Fixed income securities— 46,443 — 46,443 
Equity mutual funds9,821 — — 9,821 
Equity securities10,231 — — 10,231 
Total assets in the fair value hierarchy23,267 62,207 — 85,474 
Investments measured at net assets value— — — 15,902 
Investments at fair value$23,267 $62,207 $— $101,376 
Level 1Level 2Level 3Total
December 31, 2022
Cash$1,441 $— $— $1,441 
U.S. Treasury Strips— 15,634 — 15,634 
Fixed income mutual funds2,149 — — 2,149 
Fixed income securities— 22,478 — 22,478 
Equity mutual funds26,074 — — 26,074 
Equity securities10,928 219 — 11,147 
Total assets in the fair value hierarchy40,592 38,331 — 78,923 
Investments measured at net assets value— — — 17,067 
Investments at fair value$40,592 $38,331 $— $95,990 
 Level 1 Level 2 Level 3 Total
December 31, 2017       
Cash$91
 $—
 $—
 $91
Fixed income mutual funds23,696
 —
 —
 23,696
Equity mutual fund29,352
 —
 —
 29,352
Equity securities25,191
 —
 —
 25,191
Total assets in the fair value hierarchy78,330
 —
 —
 78,330
Investments measured at net assets value—
 —
 —
 22,376
Investments at fair value$78,330
 $—
 $—
 $100,706

December 31, 2016       
Cash$344
 $—
 $—
 $344
Fixed income mutual funds21,441
 —
 —
 21,441
Equity mutual fund25,037
 —
 —
 25,037
Equity securities20,690
 —
 —
 20,690
Total assets in the fair value hierarchy67,512
 —
 —
 67,512
Investments measured at net assets value—
 —
 —
 19,187
Investments at fair value$67,512
 $—
 $—
 $86,699
TheDuring 2023 and 2022, the Retirement Plan’sPlan's investments include the following:
two fixed income mutual funds, each of which seeks to generate income consistent with preservation of capital. One mutual fund invests•U.S. Treasury strips, (zero coupon bonds) in a portfolio of 2023 and 2022;
•fixed income securities primarily invested in bonds and included as a level 2 security;
•one multi asset fund fund in 2023 and 2022, in which the fund pursued an aggressive investment strategy involving a variety of asset classes. This fund seeks inflation protection from investments around the globe, both in developed and emerging market countries;
•six equity mutual funds in 2023 and 2022, which focus on both U.S.-based and non-U.S.-based equity securities of various capitalization sizes ranging from small to large capitalization and diversified portfolios within those capitalization ranges;
•one asset allocation mutual fund in 2022 which was liquidated in 2023;
•one separately managed account in 2023, managed against the Bloomberg Long U.S. and non-U.S. companies and U.S. and non-U.S. government securities and supranational entities, including lower-rated securities, while the second fundCorporate index. This portfolio invests in a broad range ofU.S. dollar denominated investment grade fixed income securities with at least 10 years to maturity;
•one alternative investment in both developed and emerging markets with a range of maturities from short- to long-term;2022 which was liquidated in 2023;
three equity mutual funds, one of which invests primarily in a diversified portfolio of equity securities of small- to mid-capitalization U.S. companies, the second which invests primarily in a diversified portfolio of equity securities with relatively smaller capitalizations as compared to the overall U.S market, and the third which primarily invests in equity securities of small capitalization companies or other securities or instruments with similar economic characteristics;
separate equity and fixed income mutual funds, which seek to moderate the volatility of equity and fixed income oriented asset allocation over the long term, as part of the overall asset allocation managed by AB;
a multi-style, multi-cap integrated portfolio adding U.S. equity diversification to its value and growth equity selections, designed to deliver a long-term premium to the S&P 500 with greater consistency across a range of market environments; and
•investments measured at net asset value, including two equity private investment trusts, one of which invests primarily in equity securities of non-U.S. companies located in emerging market countries, and the other of which invests in equity securities of established non-U.S. companies located in the countries comprising the MSCI EAFE Index, plus Canada; and a hedge fund thatin 2023 and two hedge funds in 2022. The hedge fund included in both 2023 and 2022 seeks to provide attractive risk-adjusted returns over full market cycles with less volatility than thethat of broad equity markets by allocating all or substantially all of itstheir assets among portfolio managers through portfolio funds that employ a broad range of investment strategies. The second hedge fund included in 2022 was a long/short equity-focused multi-manager hedge fund investing across industries and geographies.
18.19. Long-term Incentive Compensation Plans
We maintain an unfunded, non-qualified incentive compensation program known as the AllianceBernstein Incentive Compensation Award Program (“(the “Incentive Compensation Program”), under which annual awards may be granted to eligible employees. See Note 2 "Summary of Significant Accounting Policies – Long-Term Incentive Compensation Plans" for a discussion of the award provisions.

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Under the Incentive Compensation Program, we made awards in 2017, 20162023, 2022 and 20152021 aggregating $168.2$170.2 million, $157.8$164.3 million and $178.8$184.1 million, respectively. The amounts charged to employee compensation and benefits expense for the years ended December 31, 2017, 20162023, 2022 and 20152021 were $172.8$183.0 million, $153.8$160.1 million and $171.7$173.4 million, respectively.
Effective as of September 30, 2017, we established the AB 2017 Long Term Incentive Plan (“2017 Plan”), which was adopted at a special meeting of AB Holding Unitholders held on September 29, 2017. The following forms of awards may be granted to employees and Eligible Directors (directors who satisfy applicable independence standards) under the 2017 Plan: (i) restricted AB Holding Units or phantom restricted AB Holding Units (a “phantom” award is a contractual right to receive AB Holding Units at a later date or upon a specified event); (ii) options to buy AB Holding Units; and (iii) other AB Holding Unit-based awards (including, without limitation, AB Holding Unit appreciation rights and performance awards). The purpose of the 2017 Plan is to promote the interest of AB by: (i) attracting and retaining talented officers, employees and directors, (ii) motivating such officers, employees and directors by means of performance-related incentives to achieve longer-range business and operational goals, (iii) enabling such officers, employees and directors to participate in the long-term growth and financial success of AB, and (iv) aligning the interests of such officers, employees and directors with those of AB Holding Unitholders. The 2017 Plan will expire on September 30, 2027, and no awards under the 2017 Plan will be made after that date. Under the 2017 Plan, the aggregate number of AB Holding Units with respect to which awards may be granted is 60 million, including no more than 30 million newly-issued AB Holding Units.
As of December 31, 2017,2023, no options to buy AB Holding Units had been grantedwere outstanding and 6,146,25632,738,157 AB Holding Units, net of withholding tax requirements, were subject to other AB Holding Unit awards made under the 2017 Plan or the AllianceBernstein 2010 Long Term Incentive Plan, as amended, an equity compensation plan with similar terms that was canceled inon September 30, 2017. AB Holding Unit-based awards (including options) in respect of 53,853,74427,261,843 AB Holding Units were available for grant under the 2017 Plan as of December 31, 2017.2023.
TheAs of December 31, 2022, no options to buy AB Holding Units had been granted and 29,795,964 AB Holding Units, net of withholding tax requirements, were subject to other AB Holding Unit awards made under the 2017 Plan or the AllianceBernstein 2010 Long Term Incentive Plan, as amended, an equity compensation plan with similar terms that was canceled on September 30, 2017. TheAB Holding Unit-based awards and terms(including options) in respect of 30,204,036 AB Holding Units were available for grant under the 2010 Long Term2017 Plan as of December 31, 2022.
Clawbacks
The award agreement contained in the Incentive Plan were substantially similarCompensation Program permits AB to clawback the unvested portion of an award if the recipient fails to adhere to our risk management policies. Further, pursuant to Rule 10D-1 of the Securities Exchange Act of 1934 (the "Rule") and Section 303A.14 of the NYSE Listed Company Manual, the Board of Directors (the "Board") has adopted a Compensation Recovery Policy (the "Policy") effective November 15, 2023. Pursuant to the 2017 Plan.Policy, the Company will promptly recover erroneously awarded incentive-based compensation (as defined by section 10D(b)(1) to include any compensation that is granted, earned or vested wholly or in part upon attainment of a financial reporting measure) from any current or former Executive Officer of the Company as defined by Rule 10D-1 of the Exchange Act as required under the Exchange Act and the NYSE Listed Company Manual. The company does not currently award incentive-based compensation as defined by the Rule. We have filed the Policy as Exhibit 97.01 to this Form 10-K.
The portion of incentive-based compensation received from EQH specific to Seth Bernstein, our Chief Executive Officer, is covered under the Compensation Recovery Policy adopted by our parent EQH and will be applicable to any current or previous incentive-based compensation received directly from our parent company by Mr. Bernstein.
Option Awards
OptionsWe did not grant any options to buy AB Holding Units during 2023, 2022 or 2021. Historically, options granted to employees generally arewere exercisable at a rate of 20% of the AB Holding Units subject to such options on each of the first five anniversary dates of the date of grant; options granted to Eligible Directors generally arewere exercisable at a rate of 33.3% of the AB Holding Units subject to such options on each of the first three anniversary dates of the date of grant. There werewas no options to buy AB Holding Units awarded during 2017, either to employees or Eligible Directors. Options to buy AB Holding Units (including grants to Eligible Directors) in prior years were granted as follows: 54,546 options were granted during 2016 and 29,056 options were granted during 2015. The weighted average fair value of options to buy AB Holding Units granted during 2016 and 2015 were $2.75 and $4.13, respectively, on the date of grant, determined using the Black-Scholes option valuation model with the following assumptions:
 2016 2015
Risk-free interest rate1.3% 1.5%
Expected cash distribution yield7.1% 7.1%
Historical volatility factor31.0% 32.1%
Expected term6.0 years
 6.0 years
The risk-free interest rate is based on the U.S. Treasury Bond yield for the appropriate expected term. The expected cash distribution yield is based on the average of our distribution yield over the past four quarters. The historical volatility factor represents our historical Unit price over the same period as our expected term. Due to a lack of sufficient historical data, we have chosen to use the simplified method to calculate the expected term of options.

The option-related activity in our equity compensation plans during 2017 is as follows:2023.
 
Options to Buy
AB Holding
Units
 
Weighted
Average
Exercise 
Price
Per Option
 
Weighted
Average
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic
Value
Outstanding as of December 31, 20165,085,043
 $49.45
 2.0  
Granted—
 —
    
Exercised(1,179,860) 17.04
    
Forfeited—
 —
    
Expired(822,713) 84.96
    
Outstanding as of December 31, 20173,082,470
 52.37
 1.2 $—
Exercisable as of December 31, 20173,018,236
 52.97
 1.1 —
Vested or expected to vest as of December 31, 20173,082,470
 52.37
 1.2 —
The aggregate intrinsic value as
2023 Annual Report97
Table of December 31, 2017 of options outstanding, exercisable and expected to vest is negative, and is therefore presented as zero in the table above. Contents
Part II

The total intrinsic value of options exercised during 2017, 2016 and 20152023, 2022 or 2021 was $8.3 million, $2.1zero , $0.2 million and $7.0$2.2 million, respectively.
Under the fair value method, compensation expense is measured at the grant date based on the estimated fair value of the options awarded (determined using the Black-Scholes option valuation model) and is recognized over the requiredrequisite service period. We recordedAs we did not grant any option awards in 2023, 2022 or 2021, no compensation expense relating to option grants of zero, $0.2 million and $0.1 million, respectively, for the years ended December 31, 2017, 2016 and 2015.was recorded. As of December 31, 2017,2023, there was no compensation expense related to unvested option grants not yet recognized in the consolidated statement of income.
Restricted AB Holding Unit Awards
In 2017, 20162023, 2022 and 2015,2021, the Board granted restricted AB Holding Unit awards to Eligible Directors. These AB Holding Units give the Eligible Directors, in most instances, all the rights of other AB Holding Unitholders, subject to such restrictions on transfer as the Board may impose.
We awarded 50,252, 46,382 and 26,468award restricted AB Holding Units respectively, in 2017, 2016 and 2015 with grant date fair values per restricted AB Holding Unit of $21.25 and $24.80 in 2017, $22.64 in 2016 and $31.74 in 2015. All of the restricted AB Holding Unitsto Eligible Directors that vest ratably over three or four years. years (four years for awards granted in 2021). We fully expensed these awards on each grant date, as there is no service requirement. We recorded compensation expense relatingGrant details related to these awards of $1.1 million, $1.1 million and $0.8 million, respectively, for the years ended December 31, 2017, 2016 and 2015.is as follows:
On April 28, 2017, the Board removed Peter Kraus from his position as Chairman of the Board and Chief Executive Officer ("CEO"). As part of his June 2012 employment agreement he was granted 2.7 million restricted AB Holding Units, which were scheduled to vest ratably over the employment term (January 3, 2014 through January 2, 2019). Under US GAAP, the compensation expense for the AB Holding Unit award under the employment agreement of $33.1 million (based on the $12.17 grant date AB Holding Unit price) was being amortized on a straight-line basis over 6.5 years, beginning on the grant date. As a result of his removal we accelerated the vesting on his remaining two tranches and delivered the AB Holding Units to him in June 2017. We recorded compensation expense relating to Mr. Kraus's restricted AB Holding Unit grants of $10.2 million, $5.1 million and $5.1 million for the years ended December 31, 2017, 2016 and 2015.
202320222021
Restricted Units Awarded30,102 30,870 35,358 
Weighted Average Grant Date Fair Value$33.89 $38.55 $44.29 
Compensation Expense (in millions)$1.0 $1.2 $1.6 
On April 28, 2017, Seth Bernstein was appointed President and CEO to provide services pursuant to an employment agreement effective May 1, 2017. Chief Executive Officer. In connection with the commencement of his employment, Mr. Bernstein was granted restricted AB Holding Units; these Units with a grant date fair valuewere fully amortized as of $3.5 million (164,706 AB Holding Units based on the $21.25 grant date AB Holding Unit price on May 16, 2017) and a four-year service requirement. Mr. Bernstein's restricted AB Holding Units vest ratably on each of the first four anniversaries of his commencement date and will be delivered to Mr. Bernstein as soon as administratively feasible after May 1, 2021, subject to accelerated vesting clauses in his employment agreement. We recorded compensationDecember 31, 2021. Compensation expense relatingrelated to Mr. Bernstein's restricted AB Holding Unit grant of $0.6was $0.3 million for the year ended December 31, 2017.2021.
Under the Incentive Compensation Program, we awarded 6.35.2 million restricted AB Holding Units in 20172023 (which included 6.15.0 million restricted AB Holding Units in December for the 20172023 year-end awards as well as 0.2 million additional restricted AB Holding Units granted earlier during the year relating to the 20162022 year-end awards), 6.1 million restricted AB Holding Units in 2016

(substantially all of which were restricted AB Holding Units granted in December for the 2016 year-end awards as well as minimal restricted AB Holding Units granted during the year relating to the 2015 year-end awards) and 7.2 million restricted AB Holding Units in 2015 (which included 7.0 million restricted AB Holding Units granted in December for the 2015 year-end awards and 0.2 million additional restricted AB Holding Units granted during the year relating to the 2014 year-end awards). Thewith grant date fair values per restricted AB Holding Unit rangedranging between $23.00 and $24.95$30.56 to $38.84.
We awarded 4.2 million restricted AB Holding Units in 2017, and were $19.45 and $23.202022 (which included 3.8 million restricted AB Holding Units in 2016 and $23.02 and $24.24December for the 2022 year-end awards as well as 0.4 million additional restricted AB Holding Units granted earlier during the year relating to the 2021 year-end awards), with grant date fair values per restricted AB Holding Unit ranging between $38.84 to $50.94.
We awarded 3.5 million restricted AB Holding Units in 2015. 2021 (which included 3.3 million restricted AB Holding Units in December for the 2021 year-end awards as well as 0.2 million additional restricted AB Holding Units granted earlier during the year related to the 2020 year-end awards), with grant date fair values per restricted AB Holding Unit ranging between $32.10 to $50.94.
Restricted AB Holding Units awarded under the Incentive Compensation Program generally vest 25%in 33.3% increments on December 1st1st of each of the fourthree years immediately subsequent tofollowing the year in which the award is granted.
We also award restricted AB Holding Units in connection with certain employment and separation agreements, as well as relocation-related performance awards, with vesting schedules generally ranging between two and fiveten years. Grant details related to these awards is as follows:
202320222021
(in millions excluding share prices)
Restricted Units Awarded0.5 0.5 3.4 
Grant Date Fair Value Range$27.86 - $38.58$34.86 - $49.90$29.06 - $53.86
Compensation Expense$30.1 $35.0 $40.9 
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The fair value of the restricted AB Holding Units is amortized over the requiredrequisite service period as employee compensation expense. We awarded 1.8 million, 1.0 million and 0.2 million restricted AB Holding Units in 2017, 2016 and 2015, respectively, with grant date fair values per restricted AB Holding Unit ranging between $21.25 and $25.65 in 2017, $18.67 and $25.34 in 2016 and $25.36 and $32.71 in 2015. We recorded compensation expense relating to restricted AB Holding Unit grants in connection with certain employment and separation agreements of $21.6 million, $11.2 million and $9.9 million, respectively, for the years ended December 31, 2017, 2016 and 2015.
Changes in unvested restricted AB Holding Units during 20172023 are as follows:
AB Holding
Units
 
Weighted Average
Grant Date Fair
Value per AB Holding
Unit
Unvested as of December 31, 201619,146,041
 $22.60
AB Holding
Units		AB Holding
Units		Weighted Average
Grant Date Fair
Value per AB Holding
Unit
Unvested as of December 31, 2022
Granted8,325,381
 24.49
Vested(8,170,527) 21.66
Forfeited(227,985) 23.14
Unvested as of December 31, 201719,072,910
 23.82
Unvested as of December 31, 2023
The total grant date fair value of restricted AB Holding Units that vested during 2017, 2016 and 2015 was $177.0$235.8 million, $159.4$246.2 million and $156.4$199.0 million during 2023, 2022 and 2021, respectively. As of December 31, 2017,2023, the 19,072,91013,447,555 unvested restricted AB Holding Units consist of 15,827,52410,017,189 restricted AB Holding Units that do not have a service requirement and have been fully expensed on the grant date and 3,245,3863,430,366 restricted AB Holding Units that have a service requirement and will be expensed over the required service period. As of December 31, 2017,2023, there was $56.8$91.0 million of compensation expense related to unvested restricted AB Holding Unit awards granted and not yet recognized in the consolidated statement of income. We expect to recognize the expense over a weighted average period of 3.05.9 years.
19.20. Units Outstanding
Changes in AB Units outstanding for the years ended December 31, 20172023 and 20162022 were as follows:
20232022
Outstanding as of January 1,285,979,913 271,453,043 
Options exercised— 5,774 
Units issued (1)
3,283,594 17,326,222 
Units retired(2)
(2,654,295)(2,805,126)
Outstanding as of December 31,286,609,212 285,979,913 
 2017 2016
Outstanding as of January 1,268,893,534
 272,301,827
Options exercised1,179,860
 358,262
Units issued5,546,695
 4,455,944
Units retired(1)
(6,960,756) (8,222,499)
Outstanding as of December 31,268,659,333
 268,893,534
(1)Includes 15,321,535 Units issued in 2022 as a result of the CarVal acquisition.
(1)(2)During 20172023 and 2016,2022, we purchased 44,0005,695 and 15,9982,500 AB Units, respectively, in private transactions and retired them.
20.
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21. Income Taxes
AB, is a private limited partnership, for federal income tax purposes and, accordingly, 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”UBT”). DomesticOur domestic corporate subsidiaries of AB, which are subject to federal, state and local income taxes, and generally are included in the filing of a consolidated federal income tax return with separatereturn. Separate state and local income tax returns beingalso are filed. Foreign corporate subsidiaries generally are generally subject to taxes in the foreign 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. The AB Partnership Agreement provides that all transfers of AB Units must be approved by AXA Equitable Life Insurance Company (a subsidiary of AXA, “AXA Equitable”)EQH and the General Partner; AXA EquitableEQH and the General Partner approve only those transfers permitted pursuant to one or more of the safe harbors contained in the relevant Treasury regulations. If AB Units were considered readily tradable, AB’s net income would be subject to federal and state corporate income tax, significantly reducing its quarterly distributions to AB Holding. Furthermore, 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” publicly-tradedpublicly traded partnership and would become subject to corporate income tax, which would reduce materially AB Holding’s net income and its quarterly distributions to AB Holding Unitholders.
We determined reasonable estimates for certain effects of the Tax Cuts and Jobs Act (“2017 Tax Act”) enacted on December 22, 2017 and recorded those estimates as provisional amounts in our 2017 financial statements. In accordance with SEC Staff Accounting Bulletin No. 118 (“SAB 118”), the adjustments to deferred tax assets and liabilities and the liability related to the transition tax are provisional amounts estimated based on information available as of December 31, 2017. These amounts are subject to change as we obtain information necessary to complete the calculations. We will recognize any changes to the provisional amounts as we refine our estimates and as the tax authorities issue further guidance and interpretations of the 2017 Tax Act.

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

We recorded an approximate $22.5 million charge to our 2017 income tax expense to account for deemed repatriation of foreign earnings. The determination of the transition tax requires further analysis regarding the amount and composition of our historical foreign earnings.
We recorded an approximate $3.3 million charge to our 2017 income tax expense to reduce our deferred tax assets due to lower future corporate tax rates. We will recognize any changes to the provisional amounts as we refine our estimates of our cumulative temporary differences.

Earnings before income taxes and income tax expense consist of:
Years Ended December 31
202320222021
(in thousands)
Earnings before income taxes:
United States$714,732 $689,278 $1,007,847 
Foreign102,938 125,818 208,615 
Total$817,670 $815,096 $1,216,462 
Income tax expense:
Partnership UBT$7,838 $5,996 $6,951 
Corporate subsidiaries:
Federal2,855 1,457 750 
State and local914 931 956 
Foreign35,906 34,327 58,080 
Current tax expense47,513 42,711 66,737 
Deferred tax(18,462)(3,072)(4,009)
Income tax expense$29,051 $39,639 $62,728 
 Years Ended December 31,
 2017 2016 2015
 (in thousands)
Earnings before income taxes:     
United States$634,515
 $614,261
 $520,282
Foreign139,395
 108,904
 110,817
Total$773,910
 $723,165
 $631,099
Income tax expense:     
Partnership UBT$2,986
 $5,363
 $8,027
Corporate subsidiaries:     
Federal18,079
 291
 7,957
State and local803
 1,064
 661
Foreign29,365
 28,158
 26,822
Current tax expense51,233
 34,876
 43,467
Deferred tax (benefit)1,877
 (6,557) 1,330
Income tax expense$53,110
 $28,319
 $44,797

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The principal reasons for the difference between the effective tax rates and the UBT statutory tax rate of 4.0% are as follows:
Years Ended December 31,
2017 2016 2015
(in thousands)
Years Ended December 31Years Ended December 31
2023202320222021
(in thousands)(in thousands)
UBT statutory rate$30,956
 4.0 % $28,927
 4.0 % $25,244
 4.0 %UBT statutory rate$32,707 4.0 4.0 %$32,604 4.0 4.0 %$48,659 4.0 4.0 %
Corporate subsidiaries’ federal, state, local and foreign income taxes22,162
 2.9
 17,907
 2.5
 31,223
 4.9
2017 federal tax reform enactment25,846
 3.3
 —
 —
 —
 —
Corporate subsidiaries' federal, state, and local
Foreign subsidiaries taxed at different rates
FIN 48 reserve (release)
UBT business allocation percentage rate change
Deferred tax and payable write-offs
Foreign outside basis difference
Valuation allowance reserve (release)
Effect of ASC 740 adjustments, miscellaneous taxes, and other(5,155) (0.7) (1,070) (0.2) 2,965
 0.5
Income not taxable resulting from use of UBT business apportionment factors(20,699) (2.6) (17,445) (2.4) (14,635) (2.3)
Tax Credits
Income not taxable resulting from use of UBT business apportionment factors and effect of compensation charge
Income tax expense and effective tax rate$53,110
 6.9
 $28,319
 3.9
 $44,797
 7.1
Income tax expense and effective tax rate$29,051 3.6 3.6 %$39,639 4.9 4.9 %$62,728 5.2 5.2 %
We recognize the effects of a tax position in the financial statements only if, as of the reporting date, it is “more likely than not” to be sustained based on its technical merits and their applicability to the facts and circumstances of the tax position. In making this assessment, we assume that the taxing authority will examine the tax position and have full knowledge of all relevant information.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Years Ended December 31,
2017 2016 2015
(in thousands)
Years Ended December 31Years Ended December 31
2023202320222021
(in thousands)(in thousands)
Balance as of beginning of period$12,596
 $12,004
 $11,311
Additions for prior year tax positions—
 —
 —
Reductions for prior year tax positions(1,849) —
 —
Additions for current year tax positions—
 592
 693
Reductions for current year tax positions—
 —
 —
Reductions related to closed years/settlements with tax authorities(2,269) —
 —
Balance as of end of period$8,478
 $12,596
 $12,004
The amount of unrecognized tax benefits as of December 31, 2017, 20162023, 2022, and 2015,2021, when recognized, is recorded as a reduction to income tax expense and reduces the company’s effective tax rate.
Interest and penalties, if any, relating to tax positions are recorded in income tax expense on the consolidated statements of income. The total amountAs of interest expense (credit) recorded in income tax expense during 2017, 2016December 31, 2023, 2022, and 2015 was $0.3 million, $0.7 million and $0.4 million, respectively. The total amount of2021, there is no accrued interest or penalties recorded on the consolidated statements of financial condition as of December 31, 2017, 2016 and 2015 is $0.7 million, $1.7 million and $1.0 million, respectively. There were no accrued penalties as of December 31, 2017, 2016 or 2015.condition.
As of December 31, 2017Generally, the company is no longer subject to U.S. federal, state or local income tax examinations by tax authorities for any year prior to 2013.2019, except as set forth below.
As a resultDuring the third quarter of 2023, the settlementCity of the New York Citynotified us of an examination of AB's UBT tax auditreturns for the years 2010 - 2012, the gross unrecognized tax benefit was reduced by approximately $2.3 million.2020 through 2021. The company also reduced the amountexamination is ongoing and no provision with respect to this examination has been recorded.
2023 Annual Report101
Table of accrued interest by $0.4 million.Contents
Part II
Currently, there are no income tax examinations at our significant non-U.S. subsidiaries. Years that remain open and may be subject to examination vary under local law and range from one to seven years.
At December 31, 2017, it is reasonably possible that $5.1 million of our unrecognized tax benefits will change within the next twelve months due to the expiration of the statute of limitations.

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effect of significant items comprising the net deferred tax asset (liability) is as follows:
Years Ended December 31
20232022
(in thousands)
Deferred tax asset:
Differences between book and tax basis:
Benefits from net operating loss carryforwards$11,360 $4,918 
Long-term incentive compensation plans12,519 17,524 
Investment basis differences11,890 10,286 
Depreciation and amortization3,706 3,071 
Lease liability4,324 4,911 
Investment in foreign subsidiaries33,427 26,479 
Tax credit carryforward5,710 6,171 
Other, primarily accrued expenses deductible when paid8,988 6,860 
91,924 80,220 
Less: valuation allowance(28,579)(38,110)
Deferred tax asset63,345 42,110 
Deferred tax liability:  
Differences between book and tax basis:  
Intangible assets11,454 10,190 
Right-of-use asset3,730 4,191 
Other3,020 2,808 
Deferred tax liability18,204 17,189 
Net deferred tax asset$45,141 $24,921 
 December 31,
 2017 2016
 (in thousands)
Deferred tax asset:   
Differences between book and tax basis:   
Benefits from net operating loss carryforwards$3,405
 $4,441
Long-term incentive compensation plans21,204
 25,263
Investment basis differences/net unrealized losses6,079
 2,750
Depreciation and amortization2,026
 2,222
Other, primarily accrued expenses deductible when paid3,378
 3,588
 36,092
 38,264
Less: valuation allowance(497) (462)
Deferred tax asset35,595
 37,802
Deferred tax liability: 
  
Differences between book and tax basis: 
  
Intangible assets6,103
 6,302
Other891
 1,960
Deferred tax liability6,994
 8,262
Net deferred tax asset$28,601
 $29,540
Valuation allowances of $0.5$28.6 million and $38.1 million were established as of December 31, 20172023 and 2016,2022, respectively, primarily due to significant negative evidence that capital losses anticipated in the uncertainty of realizing certain net operating loss ("NOL") carryforwardsheld for sale foreign subsidiaries will not be utilized, given the future lossesnature of income expected to be incurred by the applicable subsidiaries. During 2023, we recognized a one-time tax benefit of $22.4 million from the release of a valuation allowance on a capital loss tax asset due to a tax planning action identified in the fourth quarter, due to a future restructuring of certain foreign subsidiaries that would not have a material impact on AB operations. We had NOLnet operating loss carryforwards at December 31, 20172023 and 2022 of approximately $38.7$44.0 million and $30.3 million, respectively, in certain foreign locations with an indefinitea five year expiration period. As of December 31, 2016, we had NOL carryforwards of approximately $43.1 million in certain foreign locations with an indefinite expiration period.
The deferred tax asset is included in other assets on thein our consolidated statement of financial condition. Management has determined that realization ofbelieves there will be sufficient future taxable income to realize the tax benefits related to the remaining net deferred tax asset is more likely thanassets recognized that are not basedsubject to valuation allowances.
The company provides income taxes on anticipated future taxable income.
In accordance with the recently enacted 2017 Tax Act, we provided a $22.5unremitted earnings of non-U.S. corporate subsidiaries except to the extent that such earnings are indefinitely reinvested outside the United States. As of December 31, 2023, $29.6 million provisional charge to our 2017of undistributed earnings of non-U.S. corporate subsidiaries were indefinitely invested outside the U.S. At existing applicable income tax expense on the deemed repatriationrates, additional taxes of approximately $6.2 million would need to be paid if such earnings associated with non-U.S. corporate subsidiaries. Therefore, we are no longer asserting permanent reinvestmentremitted.
102AllianceBernstein
Table of earnings overseas. Per SAB 118, we are still evaluating the remaining income tax effects on the reversal of the indefinite reinvestment assertion as a result of the 2017 Tax Act. We will recognize any changes to the provisional amounts of income taxes recorded in 2017 as the effects are quantified.Contents
Part II
21.22. Business Segment Information
Management has assessed the requirements of ASC 280, Segment Reporting, and determined that, because we utilize a consolidated approach to assess performance and allocate resources, we have only one operating segment. Enterprise-wide disclosures as of and for the years ended December 31, 2017, 20162023, 2022 and 20152021 were as follows:

Services
Net revenues derived from our investment management, research and related services were as follows:
Years Ended December 31
202320222021
(in thousands)
Institutions$666,670 $659,983 $587,017 
Retail1,926,020 2,000,908 2,223,829 
Private Wealth Management1,052,843 1,004,003 1,126,142 
Bernstein Research Services386,142 416,273 452,017 
Other231,189 39,561 56,283 
Total revenues4,262,864 4,120,728 4,445,288 
Less: Interest expense107,541 66,438 3,686 
Net revenues$4,155,323 $4,054,290 $4,441,602 
 Years Ended December 31,
 2017 2016 2015
 (in thousands)
Institutions$476,235
 $422,060
 $435,205
Retail1,423,891
 1,261,907
 1,362,541
Private Wealth Management787,362
 711,599
 689,853
Bernstein Research Services449,919
 479,875
 493,463
Other186,279
 162,461
 42,986
Total revenues3,323,686
 3,037,902
 3,024,048
Less: Interest expense25,165
 9,123
 3,321
Net revenues$3,298,521
 $3,028,779
 $3,020,727
Our AllianceBernstein Global High Yield Portfolio, an open-endNo individual fund incorporated in Luxembourg (ACATEUH: LX), generated approximately 11%,accounted for more than 10% and 11% of our investment advisory and service fees and 12%, 10% and 12% of our net revenues during 2017, 20162023, 2022 and 2015, respectively.2021.
Geographic Information
Net revenues and long-lived assets, related to our U.S. and international operations, as of and for the years ended December 31, were as follows:
2017 2016 2015
(in thousands)
2023202320222021
(in thousands)(in thousands)
Net revenues:     
United States
United States
United States$1,958,844
 $1,901,571
 $1,829,518
International1,339,677
 1,127,208
 1,191,209
Total$3,298,521
 $3,028,779
 $3,020,727
Long-lived assets: 
  
  
Long-lived assets:  
United States$3,313,958
 $3,388,221
  
International46,221
 36,539
  
International
International
Total$3,360,179
 $3,424,760
  
Total
Total
Major Customers
Company-sponsored mutual funds are distributed to individual investors through broker-dealers, insurance sales representatives, banks, registered investment advisers, financial planners and other financial intermediaries. Certain subsidiaries of AXA, including AXA Advisors, LLC, have entered into selected dealer agreements with AllianceBernstein Investments and have been responsible for 1%, 2% and 4% of our open-end mutual fund sales in 2017, 2016 and 2015, respectively. HSBC was responsible for approximately 9% and 12% of our open-end mutual fund sales in 2017 and 2016, respectively. Neither AXA or HSBC is under any obligation to sell a specific amount of AB Fund shares and each also sells shares of mutual funds that it sponsors and that are sponsored by unaffiliated organizations.
AXA and the general and separate accounts of AXA Equitable (including investments by the separate accounts of AXA Equitable in the funding vehicle EQ Advisors Trust) accounted for approximately 5% of our total revenues for each of the years ended December 31, 2017, 2016 and 2015. No single institutionalcustomer or individual client other than AXA and its subsidiaries accounted for more than 1%10% of our total revenues for the years ended December 31, 2017, 20162023, 2022 and 2015.2021.


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23. Related Party Transactions

Mutual Funds
We provide investment management, distribution, shareholder, administrative and brokerage services to individual investors by means of retail mutual funds sponsored by our company, our subsidiaries and our affiliated joint venture companies. We provide substantially all of these services under contracts that specify the services to be provided and the fees to be charged. The contracts are subject to annual review and approval by each mutual fund’s board of directors or trustees and, in certain circumstances, by the mutual fund’s shareholders.
Revenues for services provided or related to the mutual funds are as follows:
Years Ended December 31
202320222021
(in thousands)
Investment advisory and services fees$1,377,916 $1,452,885 $1,644,757 
Distribution revenues575,647 590,580 637,076 
Shareholder servicing fees76,440 79,167 85,745 
Other revenues9,398 8,366 8,364 
Bernstein Research Services— — 2 
$2,039,401 $2,130,998 $2,375,944 
 Years Ended December 31,
 2017 2016 2015
 (in thousands)
Investment advisory and services fees$1,148,467
 $998,892
 $1,056,227
Distribution revenues397,674
 371,604
 415,380
Shareholder servicing fees73,310
 76,201
 85,207
Other revenues6,942
 6,253
 4,939
Bernstein Research Services13
 5
 4
AXAEQH and its Subsidiaries
We provide investment management and certain administration services to AXAEQH and its subsidiaries. In addition, AXAEQH and its subsidiaries distribute company-sponsored mutual funds, for which they receive commissions and distribution payments. Sales of company-sponsored mutual funds through AXA and its subsidiaries aggregated approximately $0.5 billion, $0.8 billion and $1.1 billion for the years ended December 31, 2017, 2016 and 2015, respectively. Also, we are covered by various insurance policies maintained by AXA and its subsidiariesEQH and we pay fees for technology and other services provided by AXAEQH and its subsidiaries. Additionally, see Note 12 Debt,for disclosures related to our credit facility with EQH.
Aggregate amounts included in the consolidated financial statements for transactions with AXAEQH and its subsidiaries, as of and for the years ended December 31, are as follows:
Years Ended December 31
202320222021
(in thousands)
Revenues:
Investment advisory and services fees$165,748 $148,377 $133,074 
Other revenues617 688 675 
$166,365 $149,065 $133,749 
Expenses:   
Commissions and distribution payments to financial intermediaries$3,492 $3,897 $4,550 
General and administrative2,909 2,882 2,373 
Other40,253 14,069 3,953 
$46,654 $20,848 $10,876 
Balance Sheet:  
Institutional investment advisory and services fees receivable$9,055 $7,732 
Prepaid expenses709 385 
Other due to EQH and its subsidiaries4,719 (4,206)
EQH Facility(900,000)(990,000)
$(885,517)$(986,089)
 2017 2016 2015
 (in thousands)
Revenues:     
Investment advisory and services fees$157,430
 $150,016
 $149,035
Bernstein Research Services403
 583
 694
Distribution revenues13,387
 12,145
 11,541
Other revenues1,130
 969
 912
 $172,350
 $163,713
 $162,182
Expenses: 
  
  
Commissions and distribution payments to financial intermediaries$19,202
 $16,077
 $16,140
General and administrative12,428
 16,315
 17,680
Other1,696
 1,653
 1,483
 $33,326
 $34,045
 $35,303
Balance Sheet: 
  
  
Institutional investment advisory and services fees receivable$13,806
 $11,826
  
Prepaid expenses2,905
 1,461
  
Other due to AXA and its subsidiaries(19,666) (5,325)  
 $(2,955) $7,962
  
AllianceBernstein Venture Fund I, L.P. was launched during 2006. It seeks to achieve its investment objective, which is long-term capital appreciation through equity and equity-related investments, by acquiring early-stage growth companies in private transactions. One
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Table of our subsidiaries is the general partner of the fund and, as a result, the fund is included in our consolidated financial statements, with approximately $0.1 million and $32.7 million of investments in the consolidated statements of financial condition as of December 31, 2017 and 2016, respectively. AXA Equitable holds a 10% limited partnership interest in this fund.Contents

Part II
We maintain an unfunded, non-qualified long-term incentive compensation plan known as the Capital Accumulation Plan and also have assumed obligations under contractual unfunded long-term incentive compensation arrangements covering certain former executives (“Contractual Arrangements”). The Capital Accumulation Plan was frozen on December 31, 1987, since which date no additional awards have been made. The Board may terminate the Capital Accumulation Plan at any time without cause, in which case our liability would be limited to benefits that have vested. Payment of vested benefits under both the Capital Accumulation Plan and the Contractual Arrangements generally will be made over a ten-year period commencing at retirement age. The General Partner is obligated to make capital contributions to AB in amounts equal to benefits paid under the Capital Accumulation Plan and the Contractual Arrangements. Amounts paid by the General Partner to AB for the Capital Accumulation Plan and the Contractual Arrangements for the years ended December 31, 2017, 2016 and 2015 were $0.3 million, $1.2 million and $1.6 million, respectively.
Other Related Parties
The consolidated statements of financial condition include a net receivable from AB Holding as a result of cash transactions for fees and expense reimbursements. The net receivable balance included in the consolidated statements of financial condition as of December 31, 20172023 and 20162022 was $11.1$8.7 million and $12.0$7.7 million, respectively.
23.24. Divestitures and Acquisitions
AcquisitionsDivestitures
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 (the "Initial Plan"). In the Initial Plan, AB would own a 49% interest in the joint venture and SocGen would own a 51% interest in the global joint venture, with an option to reach 100% ownership after five years.
During the fourth quarter of 2023, AB and SocGen negotiated a revised plan (the "Revised Plan") to form a North American joint venture (the "NA JV") and an International joint venture (the "International JV"). Under the Revised Plan, AB would own a majority economic and voting interest in the NA JV and a 49% economic and voting interest in the International JV. The Revised Plan, as compared to the Initial Plan, will not have a significant impact on our results of operations or financial condition.
SocGen will continue to have an option to reach 100% ownership in the International JV after five years and AB would have an option to sell its share in both joint ventures to SocGen, subject to regulatory approval. The consummation of the joint ventures is subject to customary closing conditions, including regulatory clearances. The closings are accountedexpected to occur in the first half of 2024.
The structure of the Board of Directors of the NA JV Holding Company, which will include two independent directors, precludes AB from controlling the Board and therefore from having a controlling financial interest in the entity. Upon review of the consolidation guidance under U.S. GAAP, we have concluded we will not consolidate the NA JV Holding Company and will maintain an equity method investment in both the NA JV and the International JV holding companies. Accordingly, the assets and liabilities of AB's research services business (“the disposal group”) continue to be classified as held for under ASC 805, Business Combinations.sale on the consolidated statement of financial condition and recorded at fair value, less cost to sell. As a result of classifying these assets as held for sale, we recognized a non-cash valuation adjustment of $6.6 million in general and administrative expenses on the condensed consolidated statement of income for the twelve months ended December 31, 2023, as well as $7.4 million for the three months ended December 31, 2022, to recognize the net carrying value at lower of cost or fair value, less estimated costs to sell. Approximately $7.2 million in costs to sell have been paid as of December 31, 2023.
The following table summarizes the assets and liabilities of the disposal group classified as held for sale on the consolidated statement of financial condition as of December 31, 2023 and 2022:
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Years Ended December 31
20232022
(in thousands)
Cash and cash equivalents$153,047 $159,123 
Receivables, net:
Brokers and dealers32,669 44,717 
Brokerage clients74,351 29,243 
Other fees15,326 22,988 
Investments17,029 24,507 
Furniture and equipment, net5,807 4,128 
Other assets104,228 107,764 
Right-of-use assets5,032 1,552 
Intangible assets4,061 4,903 
Goodwill159,826 159,826 
Valuation adjustment (allowance) on disposal group(6,600)(7,400)
Total assets held for sale$564,776 $551,351 
Payables:
Brokers and dealers$39,359 $32,983 
Brokerage clients16,885 10,232 
Other liabilities67,938 50,884 
Accrued compensation and benefits29,160 13,853 
Total liabilities held for sale$153,342 $107,952 
As of December 31, 2023 and 2022, cash and cash equivalents classified as held for sale included in the consolidated statement of cash flows were $153.0 million and $159.1 million, respectively.
We have determined that the exit from the sell-side research business does not represent a strategic shift that had a major effect on our consolidated results of operations. Accordingly, we have not classified the disposal group as discontinued operations. The results of operations of the disposal group up to the respective dates of sale will be included in our consolidated results of operations for all periods presented. The lower of amortized cost or fair value adjustment upon transferring these assets to held for sale was not material.
Acquisitions
On September 23, 2016, weJuly 1, 2022, AB Holding acquired a 100% ownership interest in Ramius Alternative Solutions LLC ("RASL"),CarVal, a global alternativeprivate alternatives investment management businessmanager primarily focused on opportunistic and distressed credit, renewable energy, infrastructure, specialty finance and transportation investments that, as of the acquisition date, hadconstituted approximately $2.5$12.2 billion in AUM. RASL offers a rangeAlso, on July 1, 2022, immediately following the acquisition of customized alternative investment and advisory solutionsCarVal, AB Holding contributed 100% of its equity interests in CarVal to a global institutional client base. AB in exchange for AB Units. Post-acquisition, CarVal was rebranded AB CarVal Investors (“AB CarVal”).
On the acquisition date, we madeAB Holding issued approximately 3.2 million AB Holding Units (with a cash paymentfair value of $20.5$132.8 million) with the remaining 12.1 million Units (with a fair value of $456.4 million) issued on November 1, 2022. The fair value of the units issued on November 1, 2022 reflect final adjustments to the estimated unit issuance recorded as of acquisition close on July 1, 2022 and as disclosed in the third quarter 2022 Form 10-Q.
AB received a 100% equity interest in CarVal from AB Holding and issued approximately 15.3 million AB Units (with a fair value of $589.2 million). AB also recorded a contingent consideration payable of $11.9$228.9 million (to be paid predominantly in AB Units) based on projected fee revenuesAB CarVal achieving certain performance objectives over a five-year measurement period.six-year period ending December 31, 2027. The AB Units, as discussed above, were issued to AB Holding; AB Holding then issued the equal amount of AB Holding Units to CarVal. The excess of the purchase price over the current fair value of identifiable net assetsliabilities acquired of $156.1 million (net of cash acquired of $40.8 million), and the recording of a net deferred tax asset of $5.1 million resulted in the recognition of $21.9$666.1 million of goodwill. We recorded $10.0goodwill and the recording of $303.0 million of finite-lived intangible assets primarily relating to investment management contracts.contracts and investor relationships with useful lives ranging from 5 to 10 years. The goodwill recorded is not deductible for tax purposes as the CarVal acquisition was an investment in a partnership.
On June 20, 2014, we acquired an 81.7% ownership interest in CPH Capital Fondsmaeglerselskab A/S (“CPH”), a Danish asset management firm that managed approximately $3 billion in global core equity assets for institutional investors, for a cash payment
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Part II
The following table summarizes the amounts of $9.4 million based on projected assets under management levels over a three-year measurement period. The excess of the purchase price over the fair value of identifiableidentified assets acquired resultedand liabilities assumed at the acquisition date (reflecting acquisition adjustments recorded in the recognitionfourth quarter of $58.1 million of goodwill. We recorded $24.1 million of finite-lived intangible assets relating2022), as well as the consideration transferred to separately-managed account relationships and $3.5 million of indefinite-lived intangible assets relating to an acquired fund’s investment contract. We also recorded redeemable non-controlling interests of $16.5 million relating to the fair value of the portion of CPH weacquire CarVal (in thousands):
Summary of purchase consideration:
Fair value of AB Holding units issued$589,169 
Fair value of contingent consideration228,885 
Total purchase consideration$818,054
Purchase price allocation:
Assets acquired:
Cash and cash equivalents$40,777 
Receivables, net82,523 
Investments - other947 
Furniture, equipment, and leasehold improvements, net2,464 
Right-of-use assets16,482 
Other assets10,600 
Deferred tax asset5,073 
Intangible assets303,000 
Goodwill666,130 
Total assets acquired1,127,996 
Liabilities assumed:
Accounts payable and accrued expenses(17,793)
Accrued compensation and benefits(219,726)
Debt(42,661)
Lease liabilities(16,571)
Non-redeemable non-controlling interests in consolidated entities(13,191)
Total liabilities assumed(309,942)
Net assets acquired$818,054
The CarVal acquisition did not own. During 2017, 2016 and 2015, we purchased additional shares of CPH, bringing our ownership interest to 93.6% as of December 31, 2017.
The 2016 and 2014 acquisitions have not had a significant impact on 2017, 2016 or 2015our 2022 revenues and earnings. As a result, we have not provided supplemental pro forma financial information.
24. Non-controlling Interests
Non-controlling interest in net income for the years ended December 31, 2017, 2016 and 2015 consisted of the following:
 2017 2016 2015
 (in thousands)
      
Non-redeemable non-controlling interests:     
    Consolidated company-sponsored investment funds9,353
 11,086
 —
    Consolidated private equity fund—
 —
 5,940
    Other279
 312
 435
Total non-redeemable non-controlling interest9,632
 11,398
 6,375
Redeemable non-controlling interests:     
    Consolidated company-sponsored investment funds48,765
 10,090
 —
Total non-controlling interest in net income (loss)$58,397
 $21,488
 $6,375


Non-redeemable non-controlling interest as of December 31, 2017 and 2016 consisted of the following:
 2017 2016
 (in thousands)
    
Consolidated company-sponsored investment funds$757
 $34,622
Other807
 1,550
Total non-redeemable non-controlling interest$1,564
 $36,172

Redeemable non-controlling interest as of December 31, 2017 and 2016 consisted of the following:
 2017 2016
 (in thousands)
    
Consolidated company-sponsored investment funds$596,223
 $384,294
CPH Capital Fondsmaeglerselskab A/S acquisition5,364
 8,665
Total redeemable non-controlling interest$601,587
 $392,959

25. Quarterly Financial Data (Unaudited)
 Quarters Ended 2017
 December 31 September 30 June 30 March 31
 (in thousands, except per unit amounts)
Net revenues$919,141
 $812,150
 $802,313
 $764,917
Net income attributable to AB Unitholders$246,409
 $140,954
 $135,103
 $139,937
Basic net income per AB Unit(1)
$0.92
 $0.53
 $0.50
 $0.52
Diluted net income per AB Unit(1)
$0.92
 $0.52
 $0.50
 $0.51
Cash distributions per AB Unit(2)(3)
$0.91
 $0.58
 $0.56
 $0.52
 Quarters Ended 2016
 December 31 September 30 June 30 March 31
 (in thousands, except per unit amounts)
Net revenues$786,256
 $747,591
 $725,806
 $769,126
Net income attributable to AB Unitholders$224,538
 $158,035
 $124,501
 $166,284
Basic net income per AB Unit(1)
$0.83
 $0.58
 $0.46
 $0.61
Diluted net income per AB Unit(1)
$0.83
 $0.58
 $0.46
 $0.60
Cash distributions per AB Unit(2)(3)
$0.73
 $0.51
 $0.46
 $0.45
(1)Basic and diluted net income per unit are computed independently for each of the periods presented. Accordingly, the sum of the quarterly net income per unit amounts may not agree to the total for the year.
(2)Declared and paid during the following quarter.
(3)Cash distributions reflect the impact of our non-GAAP adjustments.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
We did not have any changes in or disagreements with accountants in respect of accounting or financial disclosure.
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Item 9A. 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 Interim 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 disclosure controls and procedures. Based on this evaluation, the CEO and the CFO concluded that the disclosure controls and procedures are effective.
Management’s Report on Internal Control Over Financial Reporting
Management acknowledges its responsibility for establishing and maintaining adequate internal control over financial reporting for each of AB Holding and AB.
Internal control over financial reporting is a process designed by, or under the supervision of, a company’s CEO and CFO, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“USGAAP”) and includes those policies and procedures that:
•Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
•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.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those internal control systems determined to be effective can provide only reasonable assurance with respect to the reliability of financial statement preparation and presentation. Because of these inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness of internal control 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.
Management assessed the effectiveness of AB Holding’s and AB’s internal control over financial reporting as of December 31, 2017.2023. In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework(2013) (“ (the “COSO criteria”criteria”).
Based on its assessment, management concluded that, as of December 31, 2017,2023, each of AB Holding and AB maintained effective internal control over financial reporting based on the COSO criteria.
PricewaterhouseCoopers LLP (PCAOB ID No. 238), the independent registered public accounting firm that audited the 20172023 financial statements included in this Form 10-K, has issued an attestation report on the effectiveness of each of AB Holding’s and AB’s internal control over financial reporting as of December 31, 2017.2023.  The report pertaining to AB can be found in Item 8. The reportreports pertaining to AB Holding and AB each can be foundin Item 8 of AB Holding'sthis Form 10-K for the year ended December 31, 2017.10-K.
Changes in Internal Control Over Financial Reporting
No changes in our internal control over financial reporting occurred during the fourth quarter of 20172023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information
We reported all information required to be disclosed on Form 8-K during the fourth quarter of 2017.2023.

Pursuant to Item 408(a) of Regulation S-K, there were no directors or officers that had adopted or terminated a 10b5-1 plan or other trading arrangement during the fourth quarter of 2023.
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Part II
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Item 10. Directors, Executive Officers and Corporate Governance

We use “Internet Site”Site” in Items 10 and 11 to refer to our company’s internet site, public website, www.alliancebernstein.com.

To contact our company’s Corporate Secretary, you may send an email to corporate_secretary@alliancebernstein.com or write to Corporate Secretary, AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New York 10105.

501 Commerce Street, Nashville, Tennessee 37203.
General Partner

The Partnerships’ activities are managed and controlled by the General Partner. The Board of the General Partner acts as the Board of each of the Partnerships. Neither AB Unitholders nor AB Holding Unitholders have any rights to manage or control the Partnerships or to elect directors of the General Partner. The General Partner is a wholly owned subsidiary of AXA.

EQH.
The General Partner does not receive any compensation from the Partnerships for services rendered to them as their general partner. The General Partner holds a 1% general partnership interest in AB and 100,000 units of general partnership interest in AB Holding. Each general partnership unit in AB Holding is entitled to receive distributions equal to those received by each AB Holding Unit.

Similarly, the 1% general partnership interest in AB is entitled to receive distributions equal to those received by each AB Unit.
The General Partner is entitled to reimbursement by AB for any expenses it incurs in carrying out its activities as general partner of the Partnerships, including compensation paid by the General Partner to its directors and officers (to the extent such persons are not compensated directly by AB).

Board of Directors

Our Board currently consists of 11 members,9 directors, including five independent directors (including our Chair of the Board), our President and CEO, our Chairman of the Board, the Chairman of the Board of AXA, twoand three senior executives of AXA Equitable Holdings, and six independent directors.EQH. While we do not have a formal, written diversity policy in place, we believe that an effective board consists of a diverse group of individuals who collectively possess a variety of complementary skills, personal experiences and perspectives and who will work together to provide a board with the needed leadership and experience to successfully guide our company. As set forth in its charter, the Corporate Governance Committee of the Board (“(the “Governance Committee”Committee”) assists the Board in identifying and evaluating such candidates, determining Board composition, developing and monitoring a process to assess Board effectiveness, developing and implementing corporate governance guidelines, and reviewing programs relating to matters of corporate responsibility.

As we indicate below, our directors have a combined wealth of leadership experience derived from extensive service leading large, complex organizations in their roles as either senior executives or board members, as well as in government and academia. Each of our directors has the integrity, business judgment, collegiality and commitment that are among the essential characteristics for a member of our Board. Collectively, they have substantive knowledge and skills applicable to our business, including expertise in areas such as asset management; regulation; public accounting and financial reporting; finance; risk management; business development; operations; information technology;technology and security; strategic planning; management development, succession planning and compensation; corporate governance; public policy; and international matters.

As
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Table of February 13, 2018, our directors are as follows:Contents

Part III
Robert B. Zoellick
Board Committees
Mr. Zoellick, age 64, was appointed Non-Executive Chairman
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Executive
Committee		Audit and Risk
Committee		Corporate Governance
Committee		Compensation and
Workplace Practices
Committee
Joan Lamm-Tennant
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Seth BernsteinMM
Jeffrey Hurd
Daniel KayeM
Nick Lane
Das Narayandas
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Mark PearsonMMM
Charles Stonehill
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Todd WalthallMM
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Chairperson
MMember
Board Diversity Matrix
FemaleMaleNon-BinaryDid Not Disclose Gender
Gender Diversity
Directors18— — 
Racial/Ethnic/Nationality/Other Forms of Diversity
African American/Black— 1— — 
Alaskan Native/Native American— — — — 
Asian/South Asian— 1— — 
Hispanic/Latinx— — — — 
Native Hawaiian/Pacific Islander— — — — 
White/Caucasian16— — 
LGBTQ+— — — — 
Directors Born Outside of the US— 3— — 
Did Not Disclose Demographics— — — — 
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Table of the Board in April 2017. From 2013 to 2016, Mr. Zoellick chaired Goldman Sachs Group’s International Advisors. From 2007 to 2012, he served as the 11th president of the World Bank, and from 2006 to 2007, was vice chairman, international, of Goldman Sachs Group and chairman of Goldman Sachs's International Advisors. Mr. Zoellick served as Deputy Secretary of the U.S. Department of State from 2005 to 2006, and was U.S. Trade Representative from 2001 to 2005. He also held several positions in the Reagan and George H. W. Bush administrations, serving as Under Secretary of State for Economic and Agricultural Affairs, Counselor of the State Department, White House Deputy Chief of Staff, Counselor to the Secretary of the Treasury, and Deputy Assistant Secretary of the Treasury for Financial Institutions Policy. From 1993 to 1997, Mr. Zoellick was executive vice president for Housing and Law at Fannie Mae. Mr. Zoellick has served on the Board of Directors of Temasek, a sovereign wealth fund of Singapore, since 2013, and as Senior Fellow, Belfer Center, JFK School of Government at Harvard University, since 2012.Contents

Part III

Board of Directors
Mr. Zoellick brings to the Board the in-depth knowledge of world affairs and financial services he has developed through his years of service with the U.S. government, as the former president of the World Bank and through the various positions he held with Goldman Sachs.
Seth P. Bernstein
Mr. Bernstein, age 56, was appointed President and Chief Executive Officer in April 2017 and began serving in this role on May 1, 2017. Prior to his appointment, he had a distinguished 32 year career at JPMorgan Chase, most recently as managing director and global head of Managed Solutions and Strategy at J.P. Morgan Asset Management. In this role, Mr. Bernstein was responsible for the management of all discretionary assets within the Private Banking client segment. Among other roles, he served as managing director and global head of Fixed Income and Currency for 10 years, concluding in 2012. Prior to that, Mr. Bernstein held the position of chief financial officer at JPMorgan Chase’s Investment Management and Private Banking division. Mr. Bernstein is a member of the Board of Managers of Haverford College, New York.

Mr. Bernstein brings to the Board the diverse financial services experience he developed through his extensive service at JPMorgan Chase.
Paul L. Audet
Mr. Audet, age 64, was appointed a Director of AB in November 2017. He is the Founder and a Managing Member of Symmetrical Ventures, a venture capital firm specializing in growth capital investments in the technology sector. The firm evaluates investment opportunities in start-ups and development-stage enterprises that aim to transform traditional business models through disruptive technologies. Previously, Mr. Audet served as a senior managing director at BlackRock, retiring in 2014 after a 35-year career in the financial services industry. During his BlackRock tenure, he held a number of executive leadership roles, including chief financial officer for nine years and head of the company’s US active mutual funds, global real estate and global cash-management businesses. Mr. Audet’s affiliation with BlackRock started in 1994 when, as director of mergers and acquisitions for PNC Financial Services, he led the acquisition of BlackRock. He began his professional career in 1977 at PricewaterhouseCoopers and worked at PaineWebber and First Fidelity Bancorporation before moving on to BlackRock and PNC.

Mr. Audet brings to the Board the extensive financial services experience he has developed through his executive leadership roles at BlackRock.
Ramon de Oliveira
Mr. de Oliveira, age 63, was appointed a Director of AB in April 2017, and has been a Director of AXA S.A., AXA Financial, AXA Equitable and MONY Life Insurance Company of America since 2011. Additionally, he serves as Managing Director of the consulting firm Investment Audit Practice. Previously, Mr. de Oliveira held several executive positions at J.P. Morgan & Co. over the course of a 24-year tenure, including five years as chairman and chief executive officer of J.P. Morgan Investment Management. He was also a member of J.P. Morgan’s Management Committee from its inception in 1995.

Mr. de Oliveira brings to the Board the extensive buy-side and sell-side financial services experience he has developed through his executive leadership roles at JPMorgan Chase and Investment Audit Practice.
Denis Duverne
Mr. Duverne, age 64, was elected a Director of the General Partner in February 1996. On September 1, 2016, he was appointed Chairman of the Board of AXA after having served as Deputy CEO of AXA and a member of the Board of Directors of AXA since April 2010, when AXA changed its governance structure. Mr. Duverne was a member of the AXA Management Board from February 2003 through April 2010. He was CFO of AXA from May 2003 through December 2009. From January 2000 to May 2003, Mr. Duverne served as Group Executive Vice President-Finance, Control and Strategy. Mr. Duverne joined AXA as Senior Vice President in 1995.

Mr. Duverne brings to the Board the highly diverse experience he has attained from the many key roles he has served for AXA.

Barbara Fallon-Walsh
Ms. Fallon-Walsh, age 65, was appointed a Director of AB in April 2017, and has been a Director of AXA Financial, AXA Equitable Life and MONY Life Insurance Company of America since 2012. She previously served as a director of AXA Investment Managers, AXA IM and AXA Rosenberg Group. Before that, Ms. Fallon-Walsh held several executive positions at the Vanguard Group between 1995 and her retirement in 2012. She began her career and held various executive positions at Security Pacific Bank, which was acquired by Bank of America in 1992.

Ms. Fallon-Walsh brings to the Board the extensive financial services and insurance experience she has developed through her executive leadership roles at various AXA subsidiaries and the Vanguard Group.

Daniel G. Kaye
Mr. Kaye, age 63, was appointed a Director of AB in April 2017. He has been a Director of AXA Insurance Company since 2017 and has been a Director of AXA Financial, AXA Equitable and MONY Life Insurance Company of America since 2015. From January 2013 to May 2014, he served as interim chief financial officer and treasurer of HealthEast Care System. Mr. Kaye retired from Ernst & Young in 2012 after a 35-year career, including 25 years as an audit partner. During his tenure at E&Y, Mr. Kaye served as the New England Area Managing Partner and the Midwest Area Managing Partner of Assurance. Mr. Kaye is a Certified Public Accountant and a National Association of Corporate Directors Board Leadership Fellow.

Mr. Kaye brings to the Board the extensive financial expertise he developed through his career at Ernst & Young and his directorships at various AXA subsidiaries.
Shelley B. Leibowitz
Ms. Leibowitz, age 56, was appointed a Director of AB in November 2017. A leader among technology professionals, she currently serves as an advisor to senior executives and boards of directors in the areas of technology oversight and cybersecurity best practices. Prior to starting her current firm, SL Advisory, she served as group chief information officer for the World Bank, where she directed all aspects of technology (including strategy, innovation and support) across the bank’s more than 180 group offices based in Washington, DC, and around the world. Ms. Leibowitz has also served as chief information officer at Investment Risk Management, Morgan Stanley, Greenwich Capital Markets and other financial institutions. She currently sits on the board of E*TRADE Financial and serves as an Advisor to security intelligence firm Endgame. Ms. Leibowitz is a member of the Council on Foreign Relations, and on the Visiting Committee for the Center for Development Economics at Williams College.

Ms. Leibowitz brings to the Board her extensive experience in financial services as a seasoned chief information officer and her track record of strategy formulation and effective execution in the public and private sectors.
Anders Malmstrom
Mr. Malmstrom, age 49, was appointed a Director of AB in April 2017. He is Senior Executive Vice President and Chief Financial Officer of AXA Equitable Holdings, AXA Financial and AXA Equitable. Mr. Malmstrom is also a member of AXA Equitable's Executive Committee. He joined AXA in 2012 from AXA Winterthur in Switzerland, where he was a member of the Executive Board and head of the Life Department. Before joining AXA Winterthur in 2009, Mr. Malmstrom was head of product management, Group Life Insurance, at Swiss Life in Zurich.

Mr. Malmstrom brings to the Board the significant experience in insurance and financial services he has developed in senior executive roles with various AXA entities and at Swiss Life.

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Joan Lamm-Tennant
Chair of the Board, Equitable Holdings
Committees:
Executive (Chair)
Age: 71
Director Since: 2021
Seth Bernstein
President and Chief Executive Officer, AllianceBernstein
Committees:
Executive
Governance
Age: 62
Director Since: 2017
Jeffrey Hurd
Chief Operating Officer, Equitable Holdings
Committees:
None
Age: 57
Director Since: 2019
Daniel Kaye
Director, CME Group (NASDAQ: CME), and Equitable Holdings
Committees:
Compensation
Age: 69
Director Since: 2017
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Nick Lane
President, Equitable Financial Life Insurance Company
Committees:
None
Age: 50
Director Since: 2019
Das Narayandas
Edsel Bryant Ford Professor of Business Administration, Harvard Business School
Committees:
Governance (Chair)
Age: 63
Director Since: 2017
Mark Pearson
President and Chief Executive Officer, Equitable Holdings
Committees:
Executive
Governance
Compensation
Age: 65
Director Since: 2011
Charles Stonehill
Founding Partner, Green & Blue Advisors; Director, Equitable Holdings
Committees:
Audit (Chair)
Compensation (Chair)
Age: 65
Director Since: 2019
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Todd Walthall
Chief Executive for Optum Insight (Payer Market), UnitedHealth Group
Committees:
Audit
Corporate Governance
Age: 53
Director Since: 2021
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As of February 9, 2024, our directors are as follows:
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Background
•Ms. Lamm-Tennant was appointed Chair of AB in October 2021.
•She has served as Chair of the Board of EQH, Equitable Financial and Equitable America since October 2021, after having joined these boards in January 2020.
•Ms. Lamm-Tennant founded Blue Marble Microinsurance and served as its CEO from 2015 to 2020.
•She currently is executive advisor of Brewer Lane Ventures, having joined in 2021; she serves on the boards of Ambac Financial Group and Element Fleet Financial Corp; and she joined the board of Africa Specialty Risk in April 2023.
•Previously, Ms. Lamm-Tennant was Adjunct Professor, International Business at The Wharton School of the University of Pennsylvania from 2005 to 2016. Prior to or concurrently with her service at The Wharton School, Ms. Lamm-Tennant held various senior positions in the insurance industry, including with Marsh & McLennan Companies, Guy Carpenter and General Reinsurance Corporation.
Director Qualifications
Ms. Lamm-Tennant brings to the Board significant industry and academic experience, having held global business leadership roles and developed a distinguished career as a professor of finance and economics.
Joan Lamm-Tennant
Committees: Executive (Chair)
Age: 71
Director Since: 2021
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Background
•Mr. Narayandas, age 57,Bernstein was appointed President and Chief Executive Officer in April 2017 and began serving in this role on May 1, 2017.
•He has served as Senior Executive Vice President and Head of Investment Management and Research of EQH since April 2018 and is a member of the Management Committee of EQH.
•Previously, Mr. Bernstein had a distinguished 32-year career at JPMorgan Chase, most recently as Managing Director and Global Head of Managed Solutions and Strategy at J.P. Morgan Asset Management. In this role, Mr. Bernstein was responsible for the management of all discretionary assets within the Private Banking client segment.
•Among other roles, he served as Managing Director and Global Head of Fixed Income and Currency for 10 years, concluding in 2012.
•Mr. Bernstein held the position of Chief Financial Officer at JPMorgan Chase’s Investment Management and Private Banking division.
•Mr. Bernstein is a member of the Investment Committee of the Board of Managers of Haverford College, Pennsylvania, a Board of Trustees member of the Brookings Institution and a member of the Council on Foreign Relations.
Director Qualifications
Mr. Bernstein brings to the Board the diverse financial services experience he developed through his extensive service at JPMorgan Chase and more recent career at AB.
Seth Bernstein
Committees: Executive, Governance
Age: 62
Director Since: 2017
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Background
•Mr. Hurd was appointed a director of AB in April 2019.
•He has served as Chief Operating Officer of EQH, and as a member of the EQH Management Committee, since 2018.
•In this role, Mr. Hurd has strategic oversight for EQH’s Human Resources, Information Technology, Insurance Operations and Communications departments.
•He also is responsible for other key functional areas, including procurement and corporate real estate.
•Mr. Hurd also has served as Chief Operating Officer of Equitable Financial since 2018.
•Prior to joining Equitable, Mr. Hurd served as Executive Vice President and Chief Operating Officer at American International Group, Inc. (“AIG”), where he amassed deep financial services industry experience during his 20-year tenure. While at AIG, Mr. Hurd served as Chief Human Resources Officer, Chief Administrative Officer, Deputy General Counsel and Head of Asset Management Restructuring.
•Mr. Hurd joined the board of the Thurgood Marshall College Fund in May 2023.
Director Qualifications
Mr. Hurd brings to the Board his extensive experience in financial services and strategic insights as a senior executive at EQH and, formerly, at AIG.
Jeffrey Hurd
Committees: None
Age: 57
Director Since: 2019
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Background
•Mr. Kaye was appointed a director of AB in April 2017.
•He has been a director of EQH since May 2018 and a director of Equitable Financial and Equitable America since September 2015.
•Also, since May 2019, Mr. Kaye has been a director of CME Group, Inc. (NASDAQ: CME), where he serves as Chair of the Audit Committee and serves on the Executive and Risk Committees.
•From January 2013 to May 2014, Mr. Kaye served as interim Chief Financial Officer and Treasurer of HealthEast Care System. He held this post after retiring in 2012 from his career at Ernst & Young LLP (“E&Y”).
•He served for 35 years at E&Y, including 25 years as an audit partner.
•During his tenure at E&Y, Mr. Kaye served as the New England Area Managing Partner and the Midwest Area Managing Partner of Assurance.
•Mr. Kaye is a Certified Public Accountant and a National Association of Corporate Directors Board Leadership Fellow.
Director Qualifications
Mr. Kaye brings to the Board the extensive financial and regulatory expertise he developed through his career at E&Y and his directorships at CME, EQH and certain of EQH’s subsidiaries.
Daniel Kaye
Committees: Compensation
Age: 69
Director Since: 2017
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Background
•Mr. Lane was appointed a director of AB in April 2019.
•He has served as Head of Retirement, Wealth Management & Protection Solutions of EQH, and as a member of the EQH Management Committee, since May 2018.
•Also, since February 2019, Mr. Lane has served as President of Equitable Financial, leading that company’s Retirement, Wealth Management & Protection Solutions businesses and also leading its Marketing and Digital functions.
•Mr. Lane held various leadership roles with AXA and Equitable Financial since joining Equitable Financial (then a subsidiary of AXA) in 2005 as Senior Vice President of the Strategic Initiatives Group.
•He has served as President and CEO of AXA Japan, Senior Executive Director at Equitable Financial with responsibilities across commercial divisions, and Head of AXA Global Strategy overseeing AXA’s five-year strategic plan across 60 countries.
•Prior to joining Equitable Financial, Mr. Lane was a consultant for McKinsey & Company and a Captain in the United States Marine Corps.
•Mr. Lane joined the board of the American Counsel of Life Insurers ("ACLI") in September 2023.
Director Qualifications
Mr. Lane brings to the Board the outstanding experience and leadership qualities he has developed in various senior roles at AXA S.A., EQH and various subsidiaries, and as an officer in the United States Marine Corps.
Nick Lane
Committees: None
Age: 50
Director Since: 2019
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Background
•Mr. Narayandas was appointed a director of AB in November 2017.
•He is the Edsel Bryant Ford Professor of Business Administration at Harvard Business School ("HBS"(“HBS”), where he has been a faculty member since 1994.
•Mr. Narayandas also currently serves as the Senior Associate Dean and Chairman of Harvard Business School Publishing, and as the Senior Associate Dean of HBS External Relations.
•He previously served as the senior associate dean of HBS Executive Education, and as chair of the HBS Executive Education Advanced Management Program and the Program for Leadership Development, as well as course head of the required first-year marketing course in the MBA program.
•Mr. Narayandas has received the award for teaching excellence from the graduating HBS MBA class on several occasions. Other awards he has received include the Robert F. Greenhill Award for Outstanding Service to the HBS Community, the Charles M. Williams Award for Excellence in Teaching and the Apgar Award for Innovation in Teaching.
•His scholarship has focused on market-facing issues in traditional business-to-business marketing and professional service firms, including client management strategies, delivering service excellence, product-line management and channel design. Mr. Narayandas currently serves on the board of Titan Company Limited, a leading Indian brand marketer operating in the watch, jewelry, eyewear and wearable accessories segments.

Director Qualifications
Mr. Narayandas brings to the Board his wealth of experience at the highest level of academia in the U.S.
Mark PearsonDas Narayandas
Committees: Governance (Chair)
Age: 63
Director Since: 2017
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Background
•Mr. Pearson age 59, was electedappointed a Directordirector of the General PartnerAB in February 2011. Also during February 2011, he became Director
•He has served as President and PresidentChief Executive Officer of AXA Equitable Holdings, Director, CEO and President of AXA Financial, and Chairman and CEO of AXA Equitable. In September 2013, EQH since May 2018.
•Mr. Pearson became President of AXA Equitable and, in November 2017, be was named CEO of AXA Equitable Holdings. In addition, he isalso serves as a member of AXA's currentEQH’s Management Committee,Committee.
•Additionally, Mr. Pearson serves as established in July 2016.CEO of Equitable Financial and Equitable America, and he has been a director of both companies since 2011.

•Mr. Pearson joined AXA S.A. in 1995 when AXAit acquired National Mutual Funds Management Limited (presently AXA Asia Pacific Holdings Limited) and was appointed Regional Chief Executive of AXA Asia Life in 2001. In
•From 2008 to 2011, Mr. Pearson was

named President and CEOChief Executive Officer of AXA Japan Holding Co., Ltd. (“AXA Japan”Japan”).
•Prior to joining AXA S.A., Mr. Pearson spent approximately 20 years in the insurance sector, holding several senior management positions at Hill Samuel, Schroders, National Mutual Holdings and Friends Provident.

•Mr. Pearson is a Fellow of the Chartered Public Association of Certified Public Accountants.
Director Qualifications
Mr. Pearson brings to the Board the diverse financial services experience he has developed through his service as an executive, including as CEO,Chief Executive Officer, with AXA Financial,EQH, AXA Japan and other affiliates of AXA affiliates.S.A.
Mark Pearson

Committees: Executive, Governance, Compensation
Executive Officers (other than Age: 65
Director Since: 2011
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Background
•Mr. Bernstein)Stonehill was appointed a director of AB in April 2019.

Kate C. Burke, Head of Human Capital and Chief Talent Officer
Ms. Burke, age 46,•He has been Heada director and member of Human Capitalvarious board committees at EQH and Chief Talent OfficerEquitable America since February 2016. SheMarch 2019, and at Equitable Financial since November 2017.
•Mr. Stonehill has served as a member of the supervisory board of Deutsche Boerse AG, a capital market infrastructure provider, since 2019. Additionally, Mr. Stonehill joined ourthe board of Strangeworks, Inc. in October 2023.
•In addition, Mr. Stonehill is the Founding Partner of Green & Blue Advisors LLC, having started this advisory firm that provides financial advice to clean-tech and other environmentally-minded companies in 2004 as an institutional equity salesperson with Bernstein Research Services and has held various managerial roles since that time. Prior to joining AB, Ms. Burke2011.
•He formerly was a consultantdirector of Play Magnus AS, a chess app company, from 2016 to 2021, and non-executive vice chairman of Julius Baer Group Ltd., a global private banking company based in Switzerland, from 2009 to 2021.
•Mr. Stonehill has over 30 years' experience in energy markets, investment banking and capital markets, including leadership positions at A.T. Kearney,Lazard Freres & Co. LLC, Credit Suisse and Morgan Stanley & Co.
•He also served as Chief Financial Officer at Better Place Inc., an electric vehicle start-up, from 2009 to 2011, where she focused onhe oversaw global financial strategy organizational design and change management.capital raising.

Laurence E. Cranch, General CounselDirector Qualifications
Mr. Cranch, age 71, has been our General Counsel since he joined our firmStonehill brings to the Board his extensive expertise and distinguished track record in 2004. Prior to joiningthe financial services industry and over 30 years' experience in energy markets, investment banking and capital markets.
Charles Stonehill
Committees: Audit (Chair), Compensation (Chair)
Age: 65
Director Since: 2019
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Background
•Mr. Walthall was appointed a director of AB Mr. Cranch was a partner of Clifford Chance, an international law firm. Mr. Cranch joined Clifford Chance in 2000 when Rogers & Wells, a New York law firm of which he was Managing Partner, merged with Clifford Chance.September 2021.

James A. Gingrich, COO
Mr. Gingrich, age 59, joined our firm in 1999 as•He is a senior research analystexecutive with Bernstein Research ServicesUnited Health Group, an American multinational managed healthcare and has been our firm’s COO since December 2011. Prior to becoming COO, Mr. Gingrich held senior managerial positions in Bernstein Research Services, including Chairman and CEO from February 2007 to November 2011 and Global Directorinsurance company, currently serving as Chief Executive Officer of Research from December 2002 to January 2007.Clinical Solutions for Optum Insight; formerly as Executive Vice President of Enterprise Growth.

John C. Weisenseel, CFO
Mr. Weisenseel, age 58, joined our firm in May 2012•Previously, he served as SeniorExecutive Vice President and CFO.  From 2004Chief Operating Officer at Blue Shield of California.
•Prior to April 2012, he worked at The McGraw Hill Companies (“McGraw Hill”), whereBlue Shield, he served initially as Senior Vice President and Corporate Treasurer and, from 2007General Manager of Digital Service Integration at American Express. Before joining AMEX, Mr. Walthall held numerous senior roles with USAA Insurance, having contributed to April 2012, as CFOthe development of the firm’s Standard & Poor’s subsidiary.  Prior to joining McGraw Hill, industry's first mobile check-deposit service.
•He was the recipient of the 2016 Multicultural Leaders of California award from the National Diversity Council, and in 2020 was named one of the Most Influential Black Executives in Corporate America by Savoy Magazine.
•Mr. Weisenseel was Vice PresidentWalthall serves on the Executive Leadership Council, a professional organization, and Corporate Treasurer for Barnes & Noble, Inc.  Prior to joining Barnes & Noble, he spent ten years in various derivatives trading and financial positions at Citigroup.  A Certified Public Accountant, Mr. Weisenseel also has worked at KPMG LLP.

Changes in Directors and Executive Officers

The following changes to our directors and executive officers occurred since we filed our Form 10-K for the year ended December 31, 2016:
•On April 28, 2017, the sole stockholder of the General Partner acted by written consent to remove the following nine directors from the Board: Christopher M. Condron, Steven G. Elliott, Deborah S. Hechinger, Weston M. Hicks, Heidi S. Messer, Scott A. Schoen, Lorie A. Slutsky, Joshua A. Weinreich and Peter S. Kraus.
•On April 28, 2017, the sole stockholder of the General Partner acted by written consent to elect the following six directors to the Board: Mr. Bernstein, Mr. de Oliveira, Ms. Fallon-Walsh, Mr. Kaye, Mr. Malmstrom and Mr. Zoellick.
•On November 14, 2017, the sole stockholder of the General Partner acted by written consent to elect the following three independent directors to the Board: Mr. Audet, Ms. Leibowitz and Mr. Narayandas.

Board Meetings

In 2017,is on the Board held:of Trustees of Coaching Corps.
Director Qualifications
Mr. Walthall brings over two decades of leadership experience with growth strategy, operations, product development, and customer service and retention programs through his extensive experience in numerous leadership roles throughout his career.
Todd Walthall
Committees: Audit, Governance
Age: 53
Director Since: 2021
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Executive Officers (other than Mr. Bernstein)
Bill Siemers,Interim CFO
Mr. Siemers, age 63, was appointed as Interim Chief Financial Officer in June 2023. Mr. Siemers joined the firm in 2004 as Director of Financial Reporting. He briefly assumed the position of Interim Chief Financial Officer in March 2022, serving in that capacity until July 2022 when he relinquished the CFO title until he was re-appointed in June 2023. Prior to joining AB, Mr. Siemers held various finance positions at Altria and as an auditor at Deloitte.
Karl Sprules,COO
Mr. Sprules, age 50, was appointed Chief Operating Officer in June 2023, formerly Head of Global Technology & Operations since 2019. In his role as COO, Mr. Sprules oversee's the firm's Global Technology and Operations, Real Estate, Legal & Compliance, Diversity, Equity & Inclusion and Corporate Citizenship, Audit and Risk. He joined AB's technology department in 1998 as a senior systems engineer in the firm's London office. From 2012 to 2020, Mr. Sprules served as AB's chief technology officer, and since 2018 he has led the relocation of AB's Technology & Operations department to the firm's new Nashville headquarters. In 2012, Mr. Sprules became head of Infrastructure Services for Equities, managing investment operations, operational risk and technology teams. From 2005 to 2012, Mr. Sprules led technology for AB's Private Wealth, Institutional and Client groups. Before joining AB, Mr. Sprules held research analyst positions in cellular and defense product development.
Onur Erzan,Head of Global Client Group and Private Wealth
Mr. Erzan, age 48, joined our firm in 2021 as Head of Global Client Group and was named Head of Private Wealth in July 2022. In this role, he oversees AB's entire private wealth management business and third-party institutional and retail franchise, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Prior to joining AB, Mr. Erzan spent over 19 years with McKinsey, most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, Mr. Erzan co-led McKinsey's Banking & Securities Solutions (a portfolio of data, analytics and digital assets and capabilities) globally. He has been active in nonprofit organizations for the last several years and has served on the boards of Graham Windham and Turkish Philanthropy Funds.
Mark Manley,General Counsel and Corporate Secretary
Mr. Manley, age 61, joined the firm in 1984 and currently serves as Senior Vice President, General Counsel and Corporate Secretary. He served as Deputy General Counsel from June 2004 to December 2021 and served as the firm’s Global Head of Compliance from 1988 until November 2023. He chairs AB’s Code of Ethics Oversight Committee and is a member of AB’s Internal Compliance Controls Committee and nearly all of the firm’s senior operating, risk and compliance committees.
Chris Hogbin,Global Head of Investments
Mr. Hogbin, age 50, was appointed Global Head of Investments in January 2024. In this broad leadership role, he oversees all the firm’s investment activities with responsibility for driving investment success across asset classes, fostering collaboration and sharing best practices across investment teams, as well as leveraging a common infrastructure and evaluating opportunities to invest in capabilities that deliver better outcomes for clients. Mr. Hogbin joined AB’s institutional research business in 2005 as a senior analyst covering the European food retail sector, was named to Institutional Investor’s All-Europe Research Team and was ranked as the #1 analyst in his sector. He became European director of research for the Sell Side in 2012 and was given additional responsibility for Asian research in 2016. In 2018, he was appointed COO of Equities for AB. In 2019, Mr. Hogbin was promoted to co-head of Equities, becoming head of Equities in 2020. Prior to joining the firm, he worked as a strategy consultant for the Boston Consulting Group. He is chair of the Caius Foundation and is involved in several nonprofit organizations.
Cathy Spencer,Chief People Officer
Ms. Spencer, age 57, is the Chief People Officer for AB, and leads the teams responsible for advancing the employee experience for all of AB's people. Ms. Spencer’s responsibilities include oversight of the following functions, including benefits, compensation, employee relations, culture, learning and engagement, talent acquisition and management, and onsite excellence. Ms. Spencer’s responsibilities extend throughout the firm's global footprint, serving more than 4,000 staff members. Since 2018 she has overseen the transition of US staff to the firm's new Nashville headquarters as well as the recruiting and onboarding of local hires. Ms. Spencer joined AB in 1997 and has held a variety of roles, from overseeing talent and organizational development to managing employee relations, both globally. She was promoted to senior vice president in 2008, when she assumed the role of Head of Human Resources, a position she held for 10 years.
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Kate Burke,Former COO and CFO
Ms. Burke, age 52, resigned as our firm's COO and CFO effective May 31, 2023. She had been appointed Chief Financial Officer in July 2022 while retaining her role as Chief Operating Officer, which she became in July 2020. Ms. Burke served as Head of our firm's Private Wealth channel from February 2021 to June 2022; she was appointed Chief Administrative Officer in May 2019. Previously, she served as Head of Human Capital and Chief Talent Officer from February 2016 to May 2019. Ms. Burke joined our firm in 2004 as an institutional equity salesperson with Bernstein Research Services and has held various managerial roles since that time.
Changes in Directors and Executive Officers
The following changes in our directors and executive officers occurred since we filed our Form 10-K for the year ended December 31, 2022:
Directors
•Kristi Matus departed the Board, effective May 24, 2023.
•Nella Domenici departed the Board, effective January 16, 2024.
Executive Officers
•Ms. Burke resigned as COO and CFO effective May 31, 2023.
•Mr. Siemers was appointed as Interim CFO effective June 1, 2023.
•Mr. Sprules was appointed COO effective June 1, 2023.
•Mr. Hogbin was appointed as Global Head of Investments effective January 1, 2024, a newly created position as an executive officer.
•Ms. Spencer was named an executive officer effective January 16, 2024 retaining her title as Chief People Officer.
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•regular meetings in February, April, May, July, September and November; and
•special meetings in January, April and May.

Generally, the Board holds six meetings annually: in February, April, May, July or August, September and November. In addition, the Board holds special meetings or takes action by unanimous written consent as circumstances warrant. The Board has standing Executive, Audit, Compensation and Governance Committees, each of which is described in further detail below.

Each member of the Board attended 75% or more of the aggregate of all Board and committee meetings that he or she was entitled to attend in 2017.

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Board Meetings
In 2023, the Board held regular meetings in February, May, September and November.
The Board has established a calendar consisting of four regular meetings, which typically are held in February, May, September and November. In addition, the Board holds special meetings or takes action by unanimous written consent as circumstances warrant. The Board has standing Executive, Audit and Risk, Compensation and Workplace Practices, and Governance Committees, each of which is described in further detail below. Each member of the Board attended 75% or more of the aggregate of all Board and committee meetings that he or she was entitled to attend in 2023.
Committees of the Board

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Responsibilities:
The Executive Committee of the Board (“Executive Committee”) consists of Messrs. Bernstein, de Oliveira, Duverne and Zoellick (Chair).

The Executive Committee exercises•Exercises all of the powers and authority of the Board (with limited exceptions) when the Board is not in session, or when it is impractical to assemble the full Board. The
•Typically, determines quarterly unitholder distributions, as applicable.
Executive Committee held three meetings
Committee Members:
Joan Lamm-Tennant (Chair)
Seth Bernstein
Mark Pearson
Meetings in 2017.2023: 4

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Responsibilities:
The Audit Committee•Assist the Board in its oversight of:
•the integrity of the Board (“Audit Committee”) consists of Mses. Fallon-Walsh and Leibowitz and Messrs. Audet and Kaye (Chair). The primary purposesfinancial statements of the Audit Committee are to:Partnerships;
•the effectiveness of the Partnerships' internal control over financial reporting and the Partnerships' risk management framework and risk mitigation processes;
•assist the Board in its oversight of:
•the integrity of the financial statements of the Partnerships;
•the Partnerships’ status and system of compliance with legal and regulatory requirements and business conduct;
•the independent registered public accounting firm’s qualification and independence; and
•the performance of the Partnerships’ internal audit function; and
•oversee the appointment, retention, compensation, evaluation and termination of the Partnerships’ independent registered public accounting firm.
•the Partnerships’ status and system of compliance with legal and regulatory requirements and business conduct;

•the independent registered public accounting firm’s qualification and independence; and
Consistent with these functions, •the Audit Committee encouragesperformance of the Partnerships’ internal audit function.
•Oversee the appointment, retention, compensation, evaluation and termination of the Partnerships’ independent registered public accounting firm.
•Oversee management’s development of a comprehensive set of metrics for evaluating the firm’s ESG objectives and monitor management’s progress in pursing those objectives.
•Encourages continuous improvement of, and fosters adherence to, the Partnerships’ policies, procedures and practices at all levels. With respect to these matters, the Audit Committee provides
•Provides an open avenue of communication among the independent registered public accounting firm, senior management, the Internal Audit Department, the Global Head of Compliance, the Chief Risk Officer and the Board. The
Audit and Risk Committee
Committee held seven meetingsMembers:
Charles Stonehill (Chair)
Todd Walthall
Meetings in 2017.2023: 8

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The Compensation
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Responsibilities:
•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.
•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 consists
Committee Members:
Das Narayandas (Chair)
Seth Bernstein
Mark Pearson
Todd Walthall
Meetings in 2023: 1
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For a discussion of Ms. Fallon- Walsh (Chair) and Messrs. Audet, de Oliveira, Duverne, Kaye and Zoellick. The Compensation Committee held four meetings in 2017.  For additional information about the Compensation Committee, Committee's responsibilities, please see “Compensation Discussion and Analysis—Analysis - Compensation Committee”Committee; Process for Determining Executive Compensation” in Item 11.11.
Compensation and Workplace Practices Committee

Committee Members:
The Governance Committee consists of Ms. Fallon-Walsh (Chair) and Messrs. Bernstein, Duverne and Zoellick. The Governance Committee:Charles Stonehill(Chair)
Daniel Kaye
•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
•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.
Mark Pearson

The Governance Committee held two meetingsMeetings in 2017.2023: 5

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

Audit Committee Financial Experts; Financial Literacy

In January 2017, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Messrs. Elliott and Schoen was 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 2017.


The Board, after reviewing pertinent information, determined at its special meeting held in April 2017 that Mr. Kaye is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K.

The Board, after reviewing pertinent information, determined at its regular meeting held in November 2017 that Mr. Audet is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K.

In January 2018, the Governance Committee, after reviewing material prepared by management, recommended that the Board determine that each of Messrs. Audet and Kaye 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 2018.

In January 2017, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Messrs. Elliott, Hicks, Schoen and Weinreich 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 2017.

The Board, after reviewing pertinent information, determined at its special meeting held in April 2017 that each of Ms. Fallon-Walsh and Messrs. de Oliveira and Kaye is Financially Literate.

The Board, after reviewing pertinent information, determined at its regular meeting held in November 2017 that each of Ms. Leibowitz and Mr. Audet is Financially Literate.

In January 2018, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Mses. Fallon-Walsh and Leibowitz and Messrs. Audet and Kaye is Financially Literate. The Board so determined at its regular meeting held in February 2018.

Independence of Certain Directors

In January 2017,February 2023, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Mses. Hechinger, MesserDomenici and SlutskyLamm-Tennant and Messrs. Condron, Elliott, Hicks, SchoenKaye, Narayandas, Stonehill and WeinreichWalthall is independent. The Board considered immaterial relationships of Mr. Hicks (relating to the fact that Alleghany Corporation is a Bernstein Research Services client) and Ms. Slutsky (relating to a contribution AB made to NYCT in February 2016), and determined, at its February 20172023 regular meeting, that each of Mses. Hechinger, Messer and Slutsky and Messrs. Condron, Elliott, Hicks, Schoen and Weinreichthese directors is independent (each an "Independent Director") within the meaning of the relevant rules.

Audit Committee Financial Experts; Financial Literacy
The Board, after reviewing pertinent information, determined at its special meeting held in April 2017 that each of Ms. Fallon-Walsh and Messrs. de Oliveira and Kaye is independent within the meaning of the relevant rules.Audit Committee Financial Expertise

The Board, after reviewing pertinent information, determined at its regular meeting held in November 2017 that each of Ms. Leibowitz and Messrs. Audet and Narayandas is independent within the meaning of the relevant rules.

In January 2018,February 2023, the Governance Committee, after reviewing materialmaterials prepared by management, recommended that the Board determine that each of Mses. Fallon-WalshDomenici and Leibowitz Lamm-Tennant and Messrs. Audet, de Oliveira, Kaye and NarayandasStonehill is independent. The Board determined, at its February 2018 regular meeting, that each of Mses. Fallon-Walsh and Leibowitz and Messrs. Audet, de Oliveira, Kaye and Narayandas is independentan “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 2023.
Financial Literacy
In February 2023, the relevant rules.Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each Independent Director 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 2023.

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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 ChairmanChair 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 ChairmanChair 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. ZoellickMs. Lamm-Tennant in care of our Corporate

Secretary. Our Corporate Secretary will promptly forward such e-mail or mail to Mr. Zoellick.Ms. Lamm-Tennant. We have posted this information in the “Management &“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, 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 risk exposures and the steps taken to monitor and control such exposures. Members of the company's risk management team, 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, whose expertise encompasses both quantitative research and associated investment risks, makes periodic presentations to the Board. He reports directly to our CEO and, since 2013, has had a reporting line to the Audit Committee.
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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.

p
Risk Management TeamChief 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.uThe 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 suitedwell-suited to serve as our President and CEO, while Mr. Zoellick’sMs. Lamm-Tennant’s in-depth knowledge of world affairsindustry and financial services developed through his years of service with the U.S. government have provedacademic experience are invaluable at enhancing the overall functioning of the Board. The Board believes that the combination of a separate ChairmanChair and CEO, the Audit Committee, a specialized risk management team and significant involvement from our largest Unitholder (AXA)(EQH) provide the appropriate leadership to help ensure effective risk oversight by the Board.oversight.

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Code of Ethics and Related Policies

All of ourOur directors, officers and employees are subject to our Code of Business Conduct and Ethics.Ethics (the "Code of Ethics"). The codeCode 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 “Management &“Responsibility - Corporate Governance” section of our Internet Site.

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 “Management &“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 AXA,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 (“Guidelines”(the “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 “Management &“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 the AXA Group Compliance and Ethics Guide, and the AXA FinancialEQH 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 “Management &“Responsibility - Corporate Governance” section of our Internet Site.

OurWe include in the “Responsibility - Corporate Governance,” section of our Internet Site, under the heading “Contact our Directors”, providessite 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.

The 2017 Certification by our Former CEO under NYSE Listed Company Manual Section 303A.12(a) was submitted to the NYSE on February 22, 2017.

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.

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 “Management &“Responsibility - Corporate Governance” section of our Internet Site.

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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 compliancewith 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;
•
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.
•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
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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 2017, 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.Part III



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 2023 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 2023(1) are:
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Seth Bernstein
President and Chief Executive Officer (“CEO“)
Bill Siemers
Interim Chief Financial Officer ("CFO")
Karl Sprules
Chief Operating Officer ("COO")
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Onur Erzan
Head of Global Client Group and Private Wealth
Mark Manley
General Counsel and Corporate Secretary
(1)Kate Burke resigned from her position as COO and Chief Financial Officer in May 2023. We have included information concerning Ms. Burke 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.Unitholders and clients.
We structureFurthermore, our named executive officer compensation programspractices are structured to help the firm realize its long-term growth strategy to Deliver, Diversify and Expand, Responsibly, with the intent of enhancingEquitable (the “Growth Strategy”), which includes firm-wide and individual performance and Unitholder value. Our “named executive officers”(1) are:initiatives to:
•Deliver superior investment solutions to our clients;
Chief Executive Officer (“CEO”)•Develop high-quality differentiated services; and
•Maintain strong incremental margins.
Seth P. Bernstein
Chief Financial Officer (“CFO”)
John C. Weisenseel
Three other most highly-compensated executive officers
James A. Gingrich, Chief Operating Officer ("COO")
Kate C. Burke, Head of Human Capital and Chief Talent Officer Laurence E. Cranch, General Counsel
(1)
Prior to the cessation of his employment at AB on April 28, 2017, Peter S. Kraus served as our firm’s Chairman of the Board and Chief Executive Officer. We have included information concerning Mr. Kraus in the Summary Compensation Table and other related tables in accordance with SEC rules and regulations, and do not discuss matters relating to his compensation in this CD&A except where relevant.
We also are focused on ensuring that our compensation practices are competitive with industry peers and provide sufficient potential for wealth creation for our named executive officersNEOs 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 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 2023
In 2023 we continued to show meaningful progress in executing our Growth Strategy: Deliver, Diversify, and Expand, Responsibly, with Equitable.
Deliver Superior Investment Solutions to our Clients:
Investment Performance
The firm’s investment teams remain focused 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 2023, our Fixed Income performance strengthened, with 75% of assets outperforming for the one-year period ended December 31, 2023, 73% outperforming over the three-year period and 77% outperforming for the five-year period. In Equities, performance lagged due to both stock selection and highly concentrated benchmark returns led by a small number of mega-cap technology stocks. Approximately 26% of Equity assets were in outperforming services for the one-year period, 45% for the three-year period and 42% for the five-year period ended December 31, 2023. (This performance data reflects the percentage of active Fixed Income and Equity assets in Institutional Services that outperformed their respective benchmarks, gross of fees, and 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). Additionally, as of December 31, 2023, 60% of U.S. Fund assets and 69% of Non-U.S. Fund assets were rated 4- or 5-stars by Morningstar.
The following retail Fixed Income and Equity mutual funds with AUM greater than $100 million placed in the top quartile of performance for the three-year period ended December 31, 2023:
AB U.S. retail fixed income mutual funds that placed in the top quartile (3-yrs):
•AB Municipal Bond Inflation Strategy
•AB Short-Duration High Yield
•AB Tax-Aware Fixed Income Opportunity
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 Equity Income
•AB Value
AB Non‑U.S. equity funds that placed in the top quartile (3-yrs):
•AB Asia ex-Japan
•AB EM Low-Volatility
•AB EM Value
•AB International
Healthcare
•AB Low-Vol Equity
•AB US Small and Mid-Cap Equity
Net Flows
Scaling our proven investment services remains a key focus of our firm. In 2023, we grew organically in two of our three distribution channels, Retail and Private Wealth, while Institutions saw net outflows. By asset class, Fixed Income grew organically at 5%, offset by outflows in Active Equity, consistent with trends seen across the industry. AB’s net outflows were $7.0 billion, or 1.1% attrition, a lower rate of attrition as compared with our public peer group which experienced higher attrition. In our Retail channel, gross sales rose to $71.1 billion, up 8% versus 2022. The Retail redemption rate rose to 28% in 2023 from 24% in 2022, and full-year net inflows were $3.7 billion, driven by strong growth in both taxable and non-taxable Fixed Income. In our Institutional channel, gross sales of $11.8 billion declined from $32.2 billion in 2022, the latter of which benefited from $16 billion in funding from two custom target date mandates. Net outflows were $11.8 billion. Our pipeline of $12.0 billion in AUM decreased versus $13.2 billion a year ago, reflecting slowing institutional activity industry wide; Private Alternatives represented over 80% of the pipeline fee base at year-end. In Private Wealth, gross sales in 2023 of $18.6 billion were strong, up 6% year-over-year, and this channel generated its third straight year of net inflows, or 1.1% organic growth.
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Diversify Through Developing 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 2023, new investment strategy launches across our global platform included: Security of the Future, US High Dividend ETF, Disruptors ETF, Corporate Bond ETF, Core Plus Bond ETF, Conservative Buffer ETF, Tax-Aware Intermediate Municipal ETF, Tax-Aware Long Municipal, and Fixed Maturity Portfolio 2026/2027. Additionally, we launched multiple new vehicles for existing investment strategies in response to customer demand, across a diverse set of geographies.
Expand:
In 2023, we focused on continued growth in our Private Alternatives business, with net inflows led by Secondaries, Renewable Energy, Residential Mortgage Loans and European Commercial Real Estate Debt. We announced a new NAV (Net Asset Value) lending strategy in our Private Credit business, supported by a commitment from Equitable. AB’s Private Markets platform is now $61 billion, up 9% year over year, reflecting a 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 received approval in China for a wholly owned mutual fund license, and are also focused on growth in other Asian nations and select European markets. We continued to invest in our insurance asset management business to grow third party clients. And, we realized strong growth due to the redesign of our Muni investment platform to enable customization and tax optimization at scale in our custom Muni SMAs.
Responsibly:
We view responsibility as an active pursuit that unites our firm—from the way we work and act, to our community service, and to the investment solutions we deliver to our clients. Internally we continued to improve on a robust corporate governance and compliance framework, including further strengthening our security and business continuity infrastructure. Through our investing activities, we continue to support proposals that encourage companies to strengthen their corporate governance structures, support shareholder rights and strive for greater transparency, in keeping with the best interest of our clients. Financially, responsibility extends to our expense management, as we maintained non-compensation expense growth below inflation levels in 2023.
With Equitable:
In 2023 Equitable announced an expansion of its program to allocate and deploy permanent capital1 to AB’s illiquid platform. Equitable's goal is to reposition and thereby further improve the risk adjusted return of its General Account, through seeding new and growing existing alternative platforms at AB. An initial $10 billion commitment was made in 2021, of which approximately 90% had been deployed in both Private Alternative and Private Placement strategies at year-end. This initial commitment includes $750 million currently being deployed to AB CarVal strategies. In May 2023, Equitable announced a second $10 billion in permanent capital commitment to AB’s illiquid platform, increasing the total of its commitments to $20 billion. We expect the second commitment will begin to be deployed in 2024, following the completion of the first commitment, and will continue over the next several years.
Maintain Strong Incremental Margins:
We remain focused on managing costs to help ensure that we generate targeted incremental adjusted operating margins in the range of 45-50%, over time. In 2023, we continued to execute a key pillar of this strategy as initially announced in 2018, which was the relocation of our corporate headquarters from New York City to Nashville. We continue to seek efficiencies and manage various operating expenses to help ensure that we drive operating leverage on incremental revenues. We also continue to execute on the planned joint venture of Bernstein Research Services with Société Générale (EURONEXT: GLE, “SocGen”), expected to be completed in the first half of 2024. We currently anticipate this action will result in a 200-250 basis point improvement in our annual adjusted operating margin upon deconsolidation of Bernstein Research Services from our consolidated financial statements.
Despite improving financial markets over the course of 2023, our full year average 2023 AUM declined by 1% from 2022 levels, reflecting a lag in average AUM recovering versus the prior year. This resulted in a rolling three-year incremental adjusted operating margin of 8%, below our targeted range. Our adjusted operating margin decreased to 28.2% in 2023, down 70 basis
1Permanent capital means investment capital of indefinite duration, for which commitments may be withdrawn under certain conditions. Such conditions primarily include potential regulatory restrictions, lacking sufficient liquidity to fund the capital commitments to AB and AB's inability to identify attractive investment opportunities which align with the investment strategy. Although EQH’s insurance subsidiaries have indicated their intention over time to provide this investment capital to AB, they have no binding commitment to do so. While the withdrawal of their commitment could potentially slow down our introduction of certain products, the impact to our overall operations would not be material.
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points as compared to 28.9% in 2022. The decrease resulted from operating expense growth of 2% as compared with adjusted net revenue growth of 1%. Total adjusted compensation and benefits expense increased by 2%, promotion and servicing costs rose by 2%, and general and administrative costs rose 1% 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 U.S. GAAP and our adjusted results.
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Our Compensation 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
$1.4 Billion Active ETF's
10 New Active ETF’s launched in 2023, including AB Conservative Buffer ETF and AB High Dividend ETF, bringing total to 12 Active ETF’s.
$61 Billion Municipals
Municipal Platform reflects 11% annualized organic growth led by strong growth in Muni SMA’s. Our Retail Muni platform has grown 11 straight years.
China License Obtained
AB obtains license for wholly-owned mutual fund business.
$61 Billion Private Markets AUM
+9% Y/Y driven by growth in Secondaries, Renewable Energy, Mortgage Loans and European Commercial Real Estate Debt.
$20 Billion Total Equitable Commitment
Additional $10 billion committed capital by Equitable in 2023 to further expand AB's Private Alternative and Private Placements Platforms.
attract, motivate
  Fixed Income and retain highly-qualified executive talent;Equity Performance
•reward prior year performance;
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Maintain strong incremental margins(1)
•incentivize future performance;
AB Adjusted Operating Margin (2)
•recognize and support outstanding individual performance and behaviors that demonstrate and foster our firm’s culture of "Relentless Ingenuity", which includes the core competencies of relentlessness, ingeniousness, collaboration and accountability; and
bar_ABadjusted.jpg
•
Total Unitholder Return
(2019 - 2023; assumes dividend reinvestment)
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Overview
Gross SalesAlts/MASOrganic GrowthBeneficial Pipeline Mix
AB’s Retail channel achievedFixed Income Organic GrowthTwo of three Channels positive in 2023Alternatives represented over
$71.1B5.5%1.9%80%
in gross sales in 2023, up 8% year-over-yearin 2023average annual organic growth per year, over the last 5 yearsof institutional pipeline fee base at year-end
(1)AB generated a rolling three-year incremental adjusted operating margin of 8%, below the long-term targeted range of 45-50%. We provide additional information regarding our adjusted operating margin in MD&A above in Item 7.
(2)During 2023, we adjusted operating income to exclude the impact of interest on borrowings in order to align with industry peers. We have recast prior periods presentation to align with the current period presentation.
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Overview of 2023 Incentive Compensation Program
When reflecting on 2023 performance and pay, each of our NEOs (other than Ms. Burke who resigned in May 2023) received a portion of his 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 annual cash bonus and long-term incentive compensation varied depending on the NEO's total compensation, with lower-paid executives receiving a greater percentage of their incentive compensation as cash bonuses than more highly-paid executives. (For additional information about these compensatory elements, see “Compensation Elements for NEOs” below.)
In 2023, we utilized performance scorecards for senior leaders of the 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 creating long-term value for all of our stakeholders. The scorecard for each NEO reflected our Growth Strategy and included actual results relative to target metrics across the following measures:
•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 7 for a reconciliation between our results pursuant to U.S. GAAP and our adjusted results);
•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 organizational effectiveness and efficiency, leadership impact, succession planning, developing talent, innovating and automating, and real estate utilization; and
•Cultural, including purpose, employee engagement, diversity, retention and safety.
The scorecards support management and the 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. (For additional information, please see "Compensation Committee; Process for Determining Executive Compensation" below in this CD&A.)
Mr. Bernstein, with the Compensation Committee, 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 2023 performance is the ratio of adjusted employee compensation and benefits expense to adjusted net revenues, which terms are described immediately below:
•Adjusted employee compensation and benefits expense is our total employee compensation and benefits expense minus other employment costs such as recruitment, training, temporary help and meals, and excludes the impact of mark-to-market vesting expense, as well as dividends and interest expense, associated with employee long-term incentive compensation-related investments. 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 U.S. 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.
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In addition, Mr. Bernstein, along with the Compensation Committee, 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 2023, adjusted employee compensation and benefits expense amounted to approximately 49.0% of our adjusted net revenues (in thousands):
Net Revenues$4,155,323 
Adjustments (see above)
(783,374)
Adjusted Net Revenues$3,371,949
Employee Compensation & Benefits Expense1,769,153 
Adjustments (see above)
(115,977)
Adjusted Employee Compensation & Benefits Expense$1,653,176
Adjusted Compensation Ratio49.0%

Our 2023 adjusted compensation ratio of approximately 49.0% 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.
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We have described below each NEO’s individual achievements in 2023 given each officer’s role, the contents of their respective performance scorecards and the firm's business and operational goals:
Seth Bernstein
President and Chief Executive Officer
Summary of Achievements: As President and CEO, Mr. Bernstein led AB to achieve organic growth in two of three distribution channels. The firm grew revenues while operating expenses grew at a rate below inflation, inclusive of continued investment in strategic growth areas. Mr. Bernstein led the firm through executive leadership changes while advancing a number of strategic priorities, including our fund management company in China, opening our AB India office, and progressing toward the closing of the joint venture for our research and trading business.
Individual Achievements
Financial and Investment Performance
•Led the firm’s efforts in delivering in growth areas, resulting in lower attrition rates relative to public peers, despite a difficult institutional fundraising environment. AB’s fixed income business grew organically by 5%, outperforming peers, reflecting successful scaling from investments in technology and distribution. Two of the firm’s three distribution channels grew organically.
•Earnings per unit (“EPU”) in the fourth quarter were up 9% versus the same period in 2022. Full year 2023 EPU of $2.69 declined by 9% versus 2022, reflecting lower average AUM and base fees, combined with higher interest expense reflecting higher interest rates.
•Improved performance meaningfully in fixed income, outperforming applicable peers or benchmarks, while our equities franchise underperformed due to both stock selection as well as strong benchmark returns narrowly led by a small number of mega-cap technology stocks (both measured by the percentage of assets outperforming).
Strategic
•Grew AB’s active ETF platform to $1.4B in assets with 12 funds, celebrating its one-year anniversary. Our municipal separately managed account platform reached $23B, +36% year-over-year, gaining market share.
•Achieved a critical milestone receiving our regulatory license to operate an onshore China fund management company.
•Progressed efforts to grow the AB CarVal franchise, by closing on our clean energy fund, three times larger than the first vintage and designing a new $750M residential mortgage mandate in partnership with EQH. Made progress on new product development for the retail channel and created and began execution on integration plans across corporate functions.
•Furthered plans to create a joint venture with Société Générale for our Bernstein Research Services business and have managed staff attrition levels well below the agreed upon threshold.
Organizational
•Managed through an executive leadership transition, appointing a new Chief Operating Officer and identifying a new Chief Financial Officer effective Q1 2024. Created an inaugural Head of Investments role to enhance and optimize the investment business units and reduce span of control.
•Established new entity in India now with ~390 staff. Opened state-of-the art new office, identified local leadership, expanded functions across business units, and improved attrition.
•Advanced firmwide sustainability goals. Strengthened controls and oversight to minimize risk and advanced our own corporate sustainability.
Culture
•Continued focus on Diversity, Equity & Inclusion. Improved firmwide voluntary attrition and attrition among our diverse populations.
•Maintained strong engagement metrics in AB’s employee survey. Reinforced firmwide purpose and values statements within business units.
2023 Compensation
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Bill Siemers
Interim Chief Financial Officer effective June 1, 2023
Summary of Achievements: As Interim Chief Financial Officer (CFO), Mr. Siemers oversaw the delivery of complete, accurate and timely financial results both internally and externally (in Forms 10-K and 10-Q and Earnings Releases) and ensured continuity and continuous improvement of a strong Finance function. Mr. Siemers held the role of Controller and Chief Accounting Officer through August 20, 2023.
Individual Achievements
Financial
•Managed cost reduction and containment initiatives in a restricted revenue growth environment to achieve an adjusted operating margin of 28.2%, exceeding our target.
•Improved AB’s financial processes through enhanced accounting, reporting, accounts payable and planning and analysis procedures.
Strategic
•Supported the contribution of our cash equities and research business into a planned joint venture between AB and Société Générale as AB’s Project Manager of the Finance workstream and serving as a member of the steering committee overseeing the transaction.
•Successfully partnered with Equitable on the financial impacts, both actual and forecasted, of our strategic initiatives, including our headquarter office relocation, growing our private alternatives and insurance products and services, and our development of a Fund Management Company in China, to optimize both our results of operations and balance sheet.
Organizational
•Supported the integration plans and processes of financial functions relating to the 2022 CarVal acquisition and served on the joint leadership team providing oversight of integration plans across all corporate functions.
•Successfully onboarded approximately 25 Finance personnel into AB India.
•Seamlessly led the Finance function and executed all CFO responsibilities for the last seven months of the year upon the resignation of the previous CFO.
•Executed on succession planning by appointing a new Controller and Chief Accounting Officer from within the Finance talent pool, ensuring a smooth transition of leadership.
•Supported the successful recruitment process to identify and hire a new CFO (starting in the first quarter of 2024).
Culture
•Maintained strong Finance employee engagement, retention and in-office collaboration and grew diversity within our workforce.
•Enhanced Purpose within Finance and engaged in various Town Hall, informal gatherings, and small meeting groups to have employees connect with AB’s purpose and values.
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Karl Sprules
Chief Operating Officer effective May 31, 2023
Summary of Achievements: Mr. Sprules successfully transitioned the role of Global Head of Technology & Operations (GTO) to Robert McWilliams June 1, 2023, and assumed the role of Chief Operating Officer (COO), now overseeing Legal and Compliance, GTO, Diversity, Equity and Inclusion, Real Estate Services, Internal Audit, Risk, and the Program Management Office. In 2023 as COO, Mr. Sprules spearheaded the evaluation and prioritization of the firm’s strategic initiatives, improved return to office compliance and drove efforts in expanding our footprint in India and China and the relocation of our NYC office to Hudson Yards.
Individual Achievements
Financial
•Reduced the GTO budget through thoughtful and targeted expense savings measures.
•Drove the prioritization process for funding the firm’s strategic investments and developed an iterative framework for ongoing planning.
Strategic
•Evolved the Quarterly Business Review process to improve focus on key leadership topics such as business performance, strategic initiatives, errors and incidents, return to office compliance, and cross-functional business involvement.
•Co-led project to obtain the firm’s fund management company license in China by removing roadblocks, identifying areas that required additional focus, and providing solutions to meet those needs.
•Drove integration of CarVal’s technology functions and processes with AB. As COO, oversaw integration planning across all non-investment functions.
Organizational
•Increased collaboration across the COO and Chief Administrative Officer roles across the firm by providing a platform to discuss strategic initiatives, emerging issues, resourcing, diversity efforts, and broader topics of importance.
•Simplified management by restructuring the GTO department into high-level operating functions focused on Investments, Clients, Funds, Operations, and Technology.
•Led the design, build and opening of the firm’s new office in India, reducing turnover, considerably improving staff engagement, and expanding AB India support to other business units beyond GTO.
Culture
•Co-led the firm’s efforts to drive a three-two structure for return to office compliance and rolled out a dashboard to management to better assist in tracking and driving compliance.
•Organized various employee gatherings throughout the year to foster staff unity and engagement among business units.
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Onur Erzan
Global Head of Client Group and Head of Private Wealth
Summary of Achievements: As Global Head of Client Group (CG) and Head of Private Wealth (PW), Mr. Erzan achieved solid results across both groups despite a challenging market environment. Under Mr. Erzan’s leadership, the CG grew its active ETF platform, obtained a fund management company license to operate in China, and focused on building out capabilities in key segments. Additionally, Mr. Erzan added advisors and expanded services and investment solutions offered to our PW clients. 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 2023 gross sales of $83B, including $71B retail and $12B institutional. US Retail, a key strategic growth area, grew sales by 9% year-over-year and achieved a fifth straight year of organic growth.
•Realized positive PW net flows (+$1.1B), with 1% annualized net organic growth, the third straight year of organic growth. Saw record advisor productivity with strong client retention. Continued growth in private alternatives and margin loans were partially offset by impact of deteriorating active equity flows.
Strategic
•Grew ETF platform, which launched in September 2022, from two to 12 funds, reaching $1.4B in total AUM across multiple client channels.
•Co-led effort to obtain regulatory license for AB’s fund management company in China to offer onshore investment products and solutions to local retail clients.
•Continued to build out capabilities in key growth segments. In third-party insurance, developed an analytical toolset, onboarded new robust client data and reporting solution, and expanded advisor coverage. In defined contribution, continued to develop flexible approaches to delivering insurance-backed guaranteed retirement income. Published foundational research on evaluating diverse retirement-income solutions.
•Furthered build out of our alternative investments platform by adding product development resources and making meaningful progress in the creation of new innovative offerings to be launched in 2024 for retail clients.
•Increased PW net new advisors beyond target of 5%. Boosted number of teams forming new partnerships, expanding reach and capabilities, and elevating the client experience for our new and existing clients.
•Launched comprehensive PW client segmentation strategy, including expanding UHNW servicing team, introducing new organizational structure for global families vertical, and piloting fee-for-service with multi and single-family offices. Segmentation strategy will streamline operations, grow brand awareness, expand reach, and provide more services for clients.
•Expanded PW investment solutions offering, including first successful CarVal engagement to raise capital for clean energy fund and launch of several fixed income separately managed account strategies. Raised record capital amount for secondary investing partners and our model portfolio platform crossed $20B, an all-time high.
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 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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Mark Manley
General Counsel & Corporate Secretary
Summary of Achievements: Mr. Manley is responsible for AB’s Legal and Compliance Department, overseeing all legal and regulatory affairs for the firm. In 2023, Mr. Manley counseled management to successfully navigate through a heighted regulatory environment, implemented departmental organizational changes to optimize structure and efficiencies, and supported the firm’s critical strategic initiatives, including the joint venture and establishing businesses in new jurisdictions.
Individual Achievements
Financial
•Successfully navigated the firm through numerous regulatory examinations, inquiries and sweeps without any serious infractions or penalties.
Strategic
•Provided legal leadership and guidance on the Société Générale joint venture transaction and the development of new business establishments in Ireland and Dubai.
•Spearheaded our Investments Reimagined initiative with EQH as part of our collective efforts to streamline and build efficiencies into our capital deployment activities.
•Provided legal support and regulatory guidance in connection with the successful licensing of our Fund Management Company in China.
•Worked closely with our US Mutual Fund boards as they made formal plans for a unitary board in 2025.
Organizational
•Continued to drive innovation and savings through technology and process improvements.
•Executed on four critical succession plans in Compliance, Mutual Fund Legal, International Legal and Corporate Legal promoting high quality internal talent while creating efficiencies, cost savings and significant leadership development opportunities.
Culture
•Emphasized the importance of our fiduciary culture through compliance and workplace practices training.
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The compensation of each of these NEOs (other than Ms. Burke) 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 Mr. Stonehill (Chair), Mr. Kaye and Mr. Pearson. The Compensation Committee held five regular meetings in 2023.
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 61.2% economic interest in AB (as of December 31, 2023), 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., Mr. Stonehill 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, 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 the 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. Spencer provides the Compensation 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 adjusted financial and operating 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 2023. The Compensation Committee approved the firm's final year-end compensation recommendations during its regular meeting held in November 2023.
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 2023, 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 $60,000 (the "2023 Benchmarking Data"). McLagan has an extensive database on compensation for most asset management companies, including private companies for which information is not otherwise available.
The 2023 Benchmarking Data summarized 2022 compensation levels and 2023 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:
BaringsColumbia ThreadneedleFranklin Templeton Investments
Goldman Sachs Asset ManagementInvescoJanus Henderson Investors
Loomis, Sayles & CompanyMFS Investment ManagementMorgan Stanley Investment Management
Neuberger Berman GroupNuveen InvestmentsPacific Investment Management
Prudential Global Investment Mgmt.Schroder Investment ManagementT. Rowe Price
The 2023 Benchmarking Data indicated that, as a group, our NEOs fall within market range. Please note that we excluded Ms. Burke from this analysis as she resigned from AB in May 2023 and, accordingly, did not receive year-end incentive compensation.
The Compensation Committee considered this information in concluding that the compensation levels paid in 2023 to our NEOs (other than Ms. Burke, who was not considered in this process given her resignation from the Company) were appropriate and reasonable.
Compensation Elements for Named Executive OfficersNEOs

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 in detail below:

Base Salaries
Base salaries comprise a relatively small portion of our named executive officers’NEOs’ total compensation. We consider individual experience, responsibilities and tenure with the firm when determining the narrow range of base salaries paid to our named executive officersNEOs (please refer to “Overview of Our President and CEO’s Compensation”Mr. Bernstein's Employment Agreement” below for information relating to Mr. Bernstein’s base salary and other compensation elements).
Annual Short-Term Incentive Compensation Awards (Cash Bonuses)
We provide our named executive officersNEOs 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 adjusted financial performance, provide a short-term retention mechanism for our named executive officersNEOs because such bonuses typically are paid during the last week of the year.in December.
Annual cash bonuses in respect of 20172023 performance for each named executive officer (other than Mr. Bernstein)NEO were determined in November 2023 and paid in late December 2017.2023. These bonuses, and the 20172023 long-term incentive compensation awards described

immediately below, were based on management’s evaluation, subject to the Compensation Committee’s review and approval, of each named executive officer’sNEO’s performance during the year, the firm's progress in advancing its Growth Strategy during the year, the performance of the named executive officer’sNEO’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 adjusted financial performance, except as described immediately below. For more information regarding the factors considered when determining cash bonuses for named executive officers, see “Other Factors Considered When Determining Named Executive Officer Compensation” below.performance.
In respect of 2017,2023, Mr. Bernstein received a cash bonus of $3,000,000$4,515,000 in accordance with the terms of the employment agreement into which he entered into among him,with the General Partner, AB and AB Holding as of May 1, 2017 (“(the “CEO Employment Agreement”). and after review of Mr. Bernstein's performance during 2023 by the Compensation Committee. Please refer to “Overview of Our President and CEO’s Compensation”Mr. Bernstein's Employment Agreement” below for additional information relating to Mr. Bernstein’s cash bonus and other compensation elements.
In February 2017, Mr. Gingrich was granted a special restricted AB Holding Unit award with a grant date fair value
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Table of $21,000,000, in lieu of eligibility to receive a cash bonus and long-term incentive compensation award pursuant to the annual compensation program award processes in respect of 2017, 2018 and 2019 performance; provided, however, that Mr. Gingrich is eligible to receive at the end of each such year, in connection with AB's year-end performance evaluation process, an additional cash bonus, but only to the extent approved by the Compensation Committee. Mr. Gingrich's special award vests in three equal installments on December 1 of each of 2017, 2018 and 2019 based on Mr. Gingrich's continued service to AB (subject to certain exceptions), but no AB Holding Units are delivered until December 1, 2019. The Compensation Committee determined that a special cash bonus was warranted for Mr. Gingrich's performance in 2017 and awarded him a $1,000,000 cash bonus in recognition of AB’s improving financial results, Mr. Gingrich’s continuing efforts to manage AB’s operations in a cost-effective manner and Mr. Gingrich’s critical contribution to the transition process to AB's new leadership.Contents
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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 named executive officers’NEOs’ long-term interests directly with the interests of our Unitholders and indirectly with the interests of our clients, as strong performance for our clients generally contributes directly to increases in assets under managementAUM and improved financial performance for the firm.
We believe that annual long-term incentive compensation awards provide a long-term retention mechanism for our named executive officersNEOs because such awards generally vest ratably over time; awards granted in 2022 and forward 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 20172023 performance, these awards were granted in December 20172023 to each of Ms. BurkeMessrs. Bernstein, Siemers, Sprules, Erzan, and Messrs. Cranch and WeisenseelManley pursuant to the AB 2023 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. BernsteinMs. Burke, who resigned in May 2023, did not receive an award in December 2017 as he received an award upon the commencement of his employment with us pursuant to the CEO Employment Agreement, and Mr. Gingrich did not receive an award in December 2017 as he was granted the special award described above in February 2017.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 distributed,delivered, unless the award recipient has, in advance, voluntarily elected to defer receipt to future periods or the award is structured with a delayed delivery date. Quarterly cash distributions on vested and unvested restricted AB Holding Units are delivered to award recipients when cash distributions are paid generally to Unitholders.
An award recipient who resigns or is terminated without cause prior to the vesting date is eligible to continue to vest in his or her long-term incentive compensation award subject to compliance with the restrictive covenants set forth in the applicable award agreement, including restrictions on competition, and restrictions on employee and client solicitation. In addition,Additionally, the award agreement 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.
Clawbacks
The award agreement contained in the AB Incentive Compensation Award Program ("ICAP") 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.”
Further, pursuant to Rule 10D-1 of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual, the Board has adopted a Compensation Recovery Policy (the "Policy") effective November 15, 2023. Pursuant to the Policy, the Company will promptly recover erroneously awarded incentive-based compensation (as defined by section 10D(b)(1) to include any compensation that is granted, earned or vested wholly or in part upon attainment of a financial reporting measure) from any current or former Executive Officer of the Company as defined by Rule 10D-1 of the Exchange Act as required under the Exchange Act and the NYSE Listed Company Manual. The company does not currently award incentive-based compensation as defined by the Act. We have filed the Policy as Exhibit 97.01 to this Form 10-K.
The portion of incentive-based compensation received from EQH specific to Mr. Bernstein is covered under the Compensation Recovery Policy adopted by our parent EQH and will be applicable to any current or previous incentive-based compensation received directly from our parent company by Mr. Bernstein. See "Summary Compensation Table" EQH for stock awards received by Mr. Bernstein for which the EQH Compensation Recovery Policy is applicable.
Former COO and CFO Resignation
As announced in a Form 8-K filed on June 1, 2023, Ms. Burke resigned from AB on May 31, 2023. Her responsibilities as COO were promptly transferred to Mr. Sprules and her responsibilities as CFO were promptly transitioned to Mr. Siemers on an interim basis.
The compensatory benefits Ms. Burke forfeited by resigning included (i) unvested portions of prior-year long-term incentive compensation awards, aggregating to approximately $2.9 million in value (based on the closing price of an AB Holding Unit as of August 29, 2023, her official termination date taking into account the garden leave obligation provided in the ICAP award agreement); and (ii) the unvested portions of restricted stock unit awards and performance share awards (at target) granted to her by EQH in connection with her membership on, and service to, EQH's Management Committee, aggregating to approximately $225,000 (based on the closing price of an EQH share as of August 29, 2023).
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Defined Contribution Plan
U.S. employees of AB, including each of our named executive officers,NEOs, are eligible to participate in the Profit Sharing Plan for Employees of AB (as amended and restated as of January 1, 2015, and as further amended as of January 1, 2017, 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).


With respect to 2017,2023, the Compensation Committee determined in November 2023 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
The retirement plan (the "Retirement Plan") is a qualified, noncontributory, defined benefit retirement plan covering current and former employees who were employed in the United States prior to October 2, 2000. Each participant’s benefits are determined under a formula which takes into account years of credited service through December 31, 2008, the participant’s average compensation over prescribed periods and Social Security covered compensation. The maximum annual benefit payable under the 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 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 plan is 65. Death benefits are payable to the surviving spouse of an employee who dies with a vested benefit under the 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 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, 2023, Mr. Sprules has attained age 50 and earned 26 years of vesting service. (For purposes of determining early retirement eligibility, years of service after benefits under the 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, 2023, Mr. Manley has attained age 61 and earned 40 years of vesting service. Because the total of Mr. Manley’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 Internal Revenue Code, and a 6% interest rate, as specified in the Retirement Plan. For example, a 60 year old participant 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 named executive officers.NEOs.

Consideration of Risk Matters in Determining Compensation
Overview of 2017In 2023, 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 “Long-Term Incentive Compensation Program

In respect of 2017 performance, each of our named executive officers who was employed on December 31, 2017 (other than Messrs. Bernstein and Gingrich) received a portion of his or her year-end incentive compensation in the form of an annual cash bonus and a portion in the form ofAwards,” long-term incentive compensation awards. The split betweenawards generally are denominated in AB Holding Units that are not distributed until subsequent years, so the annual cash bonus and long-term incentive compensation varied dependingultimate value that the employee derives from the award depends on the named executive officer’s total compensation, with lower-paid executives receiving a greater percentage of their incentive compensation as cash bonuses than more highly-paid executives. (For additional information about these compensatory elements, see “Compensation Elements for Named Executive Officers” above.)
Although estimates are developed for budgeting and strategic planning purposes, our named executive officers’ incentive compensation is not correlated with meeting any specific targets. Instead, the aggregate amount of incentive compensation paid to our named executive officers, other than Messrs. Bernstein and Gingrich for 2017, generally is determined on a discretionary basis and primarily is a function of our firm’s current year financial performance but takes into account the performance goals described below. Amounts are awarded to help us achieve our goal of attracting, motivating and retaining top talent while also helping to ensure that our named executive officers’ goals are appropriately aligned with the goal of increasing our Unitholders’ return on their investment.
Senior management, with the approval of the Compensation Committee, confirmed that the appropriate metric to consider in determining the amount of incentive compensation paid to all employees, including our named executive officers, in respect of 2017 performance is the ratio of adjusted employee compensation and benefits expense to adjusted net revenues, which terms are described immediately below:
•
Adjusted employee compensation and benefits expense is our total employee compensation and benefits expense minus other employment costs such as recruitment, training, temporary help and meals, and excludes the impact of mark-to-market vesting expense, as well as dividends and interest expense, associated with employee long-term incentive compensation-related investments


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

In addition, senior management, with the approval of the Compensation Committee, determined that the firm’s adjusted employee compensation and benefits expense generally should not exceed 50.0% of our adjusted net revenues, except in unexpected or unusual circumstances. As the table below indicates, in 2017, adjusted employee compensation and benefits expense amounted to approximately 47.1% of our adjusted net revenues (in thousands):
Net Revenues$3,298,521
Adjustments (see above)
(594,505)
Adjusted Net Revenues$2,704,016
  
Employee Compensation & Benefits Expense$1,313,469
Adjustments (see above)
(39,197)
Adjusted Employee Compensation & Benefits Expense$1,274,272
Adjusted Compensation Ratio47.1%


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

Benchmarking

In 2017, management engaged McLagan Partners (“McLagan”) and Willis Towers Watson (“WTW”) to provide compensation benchmarking data for our named executive officers (“2017 Benchmarking Data”). The 2017 Benchmarking Data summarized 2016 compensation levels and 2017 salaries at selected asset management companies and banks comparable to ours in terms of size and business mix (“Comparable Companies”), to assist us in determining the appropriate level of compensation for the firm’s named executive officers.
The 2017 Benchmarking Data provided ranges of compensation levels at the Comparable Companies for executive positions similar to those held by our named executive officers, including base salary and total compensation.
Mr. Bernstein’s 2017 compensation was established pursuant to the CEO Employment Agreement (as discussed more fully below in “Overview of Our President and CEO’s Compensation”) and Mr. Gingrich’s 2017 long-term incentive compensation was established in the agreement pursuant to which he was granted his special restricted AB Holding Unit award in February 2017 (as discussed more fully above in "Annual Short-Term Incentive Compensation Awards (Cash Bonuses)").
The Comparable Companies, which management selected with input from McLagan and WTW, included:
Eaton Vance Corp.Franklin Resources, Inc.Goldman Sachs Asset Management, L.P.
Invesco Ltd.JPMorgan Asset Management Inc.Legg Mason, Inc.
MFS Investment ManagementMorgan Stanley Investment Management Inc.Neuberger Berman LLC
Oppenheimer Funds Distributor, Inc.PIMCO LLCPrudential Investments
T. Rowe Price Group, Inc.TIAA GroupThe Vanguard Group, Inc.
The 2017 Benchmarking Data indicated that the total compensation paid to our named executive officers in 2017 generally fell within or below the ranges of total compensation paid to executives at the Comparable Companies.
The Compensation Committee considered this information in concluding that the compensation levels paid in 2017 to our named executive officers were appropriate and reasonable.
Other Factors Considered When Determining Named Executive Officer Compensation

For 2017, we based decisions about the incentive compensation of our named executive officers, other than Mr. Bernstein, primarily on our assessment of each executive’s leadership, operational performance, and potential to enhance investment returns and service for our clients, all of which contribute to long-term Unitholder value. We do not utilize quantitative formulas when determining the incentive compensation of our named executive officers. Instead, we rely on our judgment about each executive’s performance in light of business and operational goals established at the beginning of the year and reviewed in the context of the current-year financial performance of the firm. We beginDenominating the award determination process, whichin restricted AB Holding Units and deferring their delivery is conducted by our CEOintended to sensitize employees to risk outcomes and COO working with other membersdiscourage them from taking excessive risks, whether relating to investments, operations, regulatory compliance and/or cyber security, that could lead to a decrease in the value of senior management, by determining the totalAB Holding Units and/or an adverse effect on the firm's long-term prospects. Furthermore, and as noted above in “Long-Term Incentive Compensation Awards,” generally all outstanding long-term incentive compensation amounts available forawards include a particular year (as more fully explained above in “Overviewprovision permitting us to “claw-back” the unvested portion of 2017 Incentive Compensation Program”).
Our CEO and COO, as well asan employee’s long-term incentive compensation award if the Compensation Committee then considerdetermines that (i) the employee failed to adhere to existing risk management policies and (ii) as a number of key factors for eachresult of the named executive officers, other than foremployee’s failure, there has been or reasonably could be expected to be a material adverse impact on our CEO. Specific factors will vary amongfirm or the employee’s business units, among individuals and during different business cycles, so we do not adopt any specific weighting or formula under which these metrics are applied. Key

factors are:
•the firm’s financial performance in the current year;
•
the named executive officer’s performance compared to individual business and operational goals established at the beginning of the year;

•
the firm’s strategic and operational considerations;

•
total compensation awarded to the named executive officer in the previous year;

•
the increase or decrease in the current year’s total incentive compensation amounts available;

•the contribution of the named executive officer to our overall financial results;
•the nature, scope and level of responsibilities of the named executive officer;
•the named executive officer’s execution of our firm’s culture of Relentless Ingenuity; and
•the named executive officer’s management effectiveness, talent development, and adherence to risk management and regulatory compliance.
Our CEO and COO then provided specific incentive compensation recommendations to the Compensation Committee, which recommendations were supported by the factors listed above. They also provided the Compensation Committee with the 2017 Benchmarking Data, which was not used in a formulaic or mechanical way to determine named executive officer compensation levels, but rather, as noted above, provided the Compensation Committee with a reference point for the compensation levels paid to executives at the Comparable Companies. The Compensation Committee then made the final incentive compensation decisions for Ms. Burke and Messrs. Cranch and Weisenseel. In addition, the Compensation Committee, as described above in "Annual Short-Term Incentive Compensation Awards (Cash Bonuses)", determined to award Mr. Gingrich a special cash bonus of $1,000,000.
We have described in the table below the business and operational goals established at the beginning of 2017 for our named executive officers, other than Mr. Bernstein, and their achievements during 2017:
Named Executive Officer2017 Business and Operational Goals2017 Achievements
James A. Gingrich
COO
1. increase operating efficiency/margins;
2. optimize strategy and sales efforts of Retail, Institutions and Private Wealth;
3. enhance planning and organizational processes;
4. optimize revenue and profitability of Bernstein Research Services;
5. foster a culture of meritocracy, empowerment and accountability among business leaders; and
6. recruit and retain top talent.
1. improved client flows across channels and services;
2. contained operating costs and improved adjusted operating margin;
3. identified significant new opportunities to reduce costs, both in 2017 and future years;
4. oversaw development and commercialization of previously acquired alternatives teams (e.g., Arya Partners);
5. oversaw organizational, technology and process changes within distribution functions designed to enhance effectiveness and productivity;
6. helped recruit new personnel in several key positions.

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

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

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

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

unit.
Overview of Our President and CEO’s CompensationMr. Bernstein's Employment Agreement

Pursuant to the CEO Employment Agreement, Mr. Bernstein will serveserved as our President and CEO for aan initial term commencingthat commenced on May 1, 2017 and endingended on May 1, 2020, provided that the2020. The initial term shall automatically extendwas extended for one additional year on May 1, 2020 and automatically extends each anniversaryMay thereafter, unless the CEO Employment Agreement is terminated in accordance with its terms (“(the “Employment Term”).

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

The Compensation Committee, during its regular meeting held in December 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 in December 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 ishas been, and continues to be, $500,000. This amount is consistent with our firm’s policy to keep base salaries of executives and other highly-compensated employees low in relation to total compensation. Any future increase to Mr. Bernstein's base salary is entirely inat the discretion of the Compensation Committee.

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Cash Bonus
Under the CEO Employment Agreement, Mr. Bernstein was entitled to, and received, a cash bonus of $3,000,000 in 2017. During each subsequent year of the Employment Term, he is entitled to be paid a cash bonus at a target level of $3,000,000 in 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 2023 by the Compensation Committee, Mr. Bernstein was paid a cash bonus of $4,515,000. 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 his performance scorecard and Mr. Bernstein's individual achievements during 2023, as described above.
Restricted AB Holding Units
On May 16, 2017, in connection with the commencement of Mr. Bernstein’s employment, Mr. Bernstein was granted restricted AB Holding Units with a grant date fair value of $3,500,003, or 164,706 restricted AB Holding Units (“CEO 2017 Award”), which, subject to accelerated vesting upon circumstances described in the CEO Employment Agreement, vest ratably on each of the first four anniversaries of May 1, 2017, commencing May 1, 2018, provided, with respect to each installment, Mr. Bernstein continues to be employed by our firm on the vesting date. Also, subject to accelerated delivery of the CEO 2017 Award upon circumstances described in the CEO Employment Agreement, the entire CEO 2017 Award, minus any AB Holding Units withheld to cover applicable taxes, will be delivered to Mr. Bernstein as promptly as possible after May 1, 2021. Mr. Bernstein will receive the cash distributions payable with respect to the unvested portion of the CEO 2017 Award and the vested but undelivered portion of the CEO 2017 Award on the same basis as cash distributions are paid to AB Holding Unitholders generally.

Commencing in 2018 and during the remainder of the Employment term,Term, Mr. Bernstein will beis 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 $4,165,000 during November 2023. 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 2023 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.

Severance and Change in Control Benefits

The CEO Employment Agreement includes severance and change-in-control provisions, which are highlighted below and. These provisions also are described in a compensatory table below under the headingentitled, “Potential Payments upon Termination or Change in Control”. Control.” We believe that these severance and change-in-control provisions assist in retaining our CEO and, in the event of a change in control, provide protection to Mr. Bernstein so he is not distracted by personal or financial situations at a time when AB needs him to remain focused on his responsibilities.

If Mr. Bernstein is terminated without “cause” or resigns for “good reason” (as such terms are defined in the CEO Employment Agreement), and he signs and does not revoke a waiver and release of claims, he will receive the following:
•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;
•a cash payment equal to the sum of (a) his current base salary and (b) his bonus opportunity amount;
•a pro rata bonus based on actual performance for the fiscal year in which the termination occurs;
Ÿimmediate vesting of any outstanding equity awards;
Ÿdelivery of AB Holding Units in respect of the CEO 2017 Award (subject to any withholding requirements);
Ÿmonthly payments equal to the cost of COBRA coverage for the COBRA coverage period; and
Ÿfollowing 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 (provided that if the change in control occurs before May 1, 2018, the sum is multiplied by three).

In the event of a change in control or in the event that Mr. Bernstein’s employment is terminated because the CEO Employment Agreement is not renewed (other than for cause), his CEO 2017 Award will immediately vest and AB Holding Units in respect of any such award shall be delivered by AB to him (subject to any withholding obligations).

amount.
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 shallwill be reduced to the maximum amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr. Bernstein receiving a higher net-after tax amount than he would receive absent such reduction. If a change in control occurs prior to January 1, 2020, to the extent that payments to Mr. Bernstein would be subject to the excise tax under Section 4999 of the Code, Mr. Bernstein shall be entitled to a gross-up payment to ensure that he will retain an amount equal to the excise tax imposed upon such payments, but if the payments do not exceed 110% of the statutory limit imposed by Section 280G of the Code, the payments shall be reduced to the maximum amount that does not result in the imposition of such excise tax.

Mr. Bernstein is subject to a confidentiality provision, in addition to covenants with respect to non-competition during his employment and six months thereafter and non-solicitation of customers and employees for 12 months following his termination of employment.

A change in control is defined as, among other things:things, EQH and its majority-owned subsidiaries ceasing to control the election of a majority of the Board.
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•AXA Financial and its majority-owned subsidiaries ceasing to control the election of a majority of the Board; or
•AB Holding, or any successor thereto, ceasing to be a publicly traded entity.AllianceBernstein

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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 AXAEQH determined that these provisions were reasonable and appropriate because they were necessary to recruit and retain Mr. Bernstein and provided Mr. Bernstein with effective incentives for future performance. The Board and AXA determined to limit the applicability of the excise tax gross-up provision as the application of the excise tax is more burdensome on newly hired employees.

The Board, AXA and AXAEQH 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:
•permitted AB to recruit and retain a highly-qualified CEO;
•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 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
••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.

AXA Equitable Holdings Compensation
As a member of the AXA Equitable Holdings Management Committee, 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, Mr. Erzan and Ms. Burke
In February 2023, 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 $332,029; and
•a performance share award (for EQH common stock) with a grant date fair value of $498,025, which can be earned subject to EQH’s total shareholder return relative to its peer group.
Additionally, in February 2023, EQH granted to each of Mr. Erzan and Ms. Burke, in connection with their 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 $40,024; and
•a performance share award (for EQH common stock) with a grant date fair value of $60,012, 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 2023" and "Grants of Plan-Based Awards in 2023."
Mr. Bernstein and Mr. Erzan may receive additional equity or cash compensation from AXA Equitable HoldingsEQH in the future related to histheir continued membership on and service on the committee. Any amounts paid to Mr. Bernstein by AXA Equitable Holdings would not impact AB’s compensation expenses.
Compensation for Mr. Kraus

Mr. Kraus was compensated for his services through April 28, 2017 based upon the terms set forth in his employment agreement, dated as of June 21, 2012, at the annual base salary rate of $400,000 as set by the Compensation Committee. He did not receive a cash bonus or equity award for his performance in 2017. On April 28, 2017, Mr. Kraus’s service as CEO of AB and as a member of the Board ceased. In connection with the cessation of his employment, Mr. Kraus entered into a cooperation letter (“Kraus Cooperation Letter”) with AB and the General Partner, pursuant to which he is entitled to salary continuation payments through January 2, 2019, which is the date his employment agreement would have expired absent his cessation of employment. In addition, pursuant to his employment agreement, he is entitled to vest in previously granted equity

awards, monthly payments equal to the cost of COBRA coverage duringEQH Management Committee. Ms. Burke, who resigned as our firm's COO and CFO in May 2023 (and from the COBRA periodEQH Management Committee), forfeited her awards and access to participation in AB’s medical plans at his (or his spouse’s) sole expense following the COBRA period.

On April 30, 2017, in connection with Mr. Kraus’s cessation of employment, AXA America Holdings, Inc. (which has changed its name to AXA Equitable Holdings), an indirect parent of Equitable Holdings, LLC, the sole shareholder of the General Partner, entered into a unit purchase agreement with Mr. Kraus covering all of the AB Holding Units beneficially owned by Mr. Kraus (the “Unit Purchase Agreement”). Under the Unit Purchase Agreement, AXA Equitable Holdings agreed to purchase from Mr. Kraus, and Mr. Kraus agreed to sell to AXA Equitable Holdings, on September 1, 2017, the AB Holding Units owned by Mr. Kraus as of the close of business on April 28, 2017 (i.e., 1,071,180 AB Holding Units)at a purchase price of $22.90 per unit (not including restricted AB Holding Units (the “Restricted Units”) to be delivered at specified future dates to Mr. Kraus in accordance with the terms of his employment agreement or with respect to which he had deferred delivery). As to the Restricted Units, AXA Equitable Holdings and Mr. Kraus agreed to call and put options, respectively, at specified future market prices if the AB Holding Units are trading at or between $22.90 and $32.90 and Mr. Kraus granted to AXA Equitable Holdings a right of first refusal on future sales of Restricted Units by Mr. Kraus if the market price of the AB Holding Units is outside the specified trading price range.ineligible for additional awards.

On December 12, 2017, AXA Equitable Holdings exercised its option to require Mr. Kraus to sell to AXA Equitable Holdings all of the remaining AB Holding Units (as defined in the Unit Purchase Agreement) delivered to Mr. Kraus on June 27, 2017 and November 1, 2017, after giving effect to withholding of applicable taxes, at the closing price of an AB Holding Unit on December 12, 2017 (i.e., 1,240,983 AB Holding Units at $24.95 per unit). As of the date this Form 10-K was filed, Mr. Kraus beneficially owned 544,410 AB Holding Units, a net amount of which is scheduled to be delivered to Mr. Kraus, after giving effect to withholding applicable taxes, on December 19, 2018.

CEO Pay Ratio

In 2017,2023, the compensation of Mr. Bernstein, our President and CEO, was approximately 4465 times the median pay of our employees, resulting in a 44: 65:1 CEO Pay Ratio.

We identified our median employee by examining 20172023 total compensation for all individuals, excluding Mr. Bernstein, who were employed by our firm as of December 29, 2017,31, 2023, 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 20172023 fiscal year based on the average monthly exchange rates for the 12-monththree-month period ending September 30, 20172023 (data compiled in fourth quarter) between the local currencies in which such employees are paid and U.SU.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 20172023 for such employee using the same methodology we use for our named executive officers NEOs as set forth below in the Summary Compensation Table for 20172023.

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As illustrated in the table below, our 20172023 CEO Pay Ratio is 44: 1:65:1:
Seth BernsteinMedian Employee
Base salary ($)500,000 120,000 
Cash bonus ($)4,515,000 30,000 
Stock awards ($)(1)
4,995,054 — 
All other compensation ($)(2)
114,201 5,988 
Total ($)10,124,255 155,988 
2023 CEO Pay Ratio65:1
 Seth BernsteinMedian Employee 
Base salary ($)334,615
132,500
 
Cash bonus ($)3,000,000
22,000
 
Stock awards ($)3,500,003
—
 
All other compensation ($) (1)148,274
3,474
 
    
Total ($)6,982,892
157,974
 
    
2017 CEO Pay Ratio  44: 1
(1)Includes (i) an award granted by AB of restricted AB Holding Units with a grant date fair value of $4,165,000 and (ii) awards granted by EQH with an aggregate grant date fair value of $830,054, as more fully described above in “Compensation awarded by EQH to Mr. Bernstein, Mr. Erzan and Ms. Burke.” For additional information, please refer to the compensatory tables below in this Item 11.
_____________________
(1) (2)For a description of Mr. Bernstein’s other compensation, please refer to the Summary Compensation Table for 20172023 below. The Median Employee’smedian employee's other compensation represents the employee’sconsists of a $5,988 contribution match under ourthe AB Profit Sharing Plan.

Compensation Committee

The Compensation Committee consists of Ms. Fallon-Walsh (Chair) and Messrs. Audet, de Oliveira, Duverne, Kaye and Zoellick. The Compensation Committee held four meetings in 2017.

As discussed in “NYSE Governance Matters” in Item 10, AB Holding, as a limited partnership, is exempt from NYSE rules that require public companies to have a compensation committee consisting solely of independent directors. AXA owns, indirectly, an approximate 64.7% economic interest in AB (as of December 31, 2017), and compensation expense is a significant component of our financial results. For these reasons, Mr. Duverne, Chairman of the Board of AXA, is a member of the Compensation Committee, and any action taken by the Compensation Committee requires the affirmative vote or consent of an AXA representative.

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

The Compensation Committee’s year-end process generally has focused on the cash bonuses and long-term incentive compensation awards granted to senior management. Mr. Bernstein, working with Mr. Gingrich and other members of senior management, provides recommendations for individual employee awards to the Compensation Committee for its consideration. As part of this process, management provides the committee with compensation benchmarking data from one or more compensation consultants. For 2017, we paid $29,425 to McLagan for executive compensation benchmarking data and an additional $24,701 for survey and consulting services relating to the amount and form of compensation paid to employees other than executives. We also paid $158,000 to WTW for survey and consulting services relating to the amount and form of compensation paid to employees other than executives.

The Compensation Committee held its regularly-scheduled meeting regarding year-end compensation on December 12, 2017, at which meeting it discussed and approved senior management’s compensation recommendations. The Compensation Committee did not retain its own consultants.

The Compensation Committee’s functions are more fully described in the committee’s charter, which is available on-line in the “Management & Governance” section of our Internet Site.

Other Compensation-Related Matters

AB and AB Holding are, respectively, private and public limited partnerships, andpartnerships. They are subject to taxes other than federal and state corporate income tax (see “Structure-related(see “Structure-related Risks” in Item 1A and Note 1921 to AB’s consolidated financial statements in Item 8). Accordingly, Section 162(m) of the Code, which limits tax deductions relating to executive compensation otherwise available to an entity taxed as a corporation, is not applicable to either AB or AB Holding for 2017.

2023.
Compensation Committee Interlocks and Insider Participation

Mr. DuvernePearson is a director and the ChairmanPresident and CEO of EQH, the Board of AXA, the ultimate parent company of the General Partner.

No executive officer of AB serves as (i) a member of a compensation committee or (ii) a director of another entity, an executive officer of which serves as a member of AB’s Compensation Committee.

Compensation Committee Report

The members of the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth above and, based on such review and discussion, recommended to the Board its inclusion in this Form 10-K.

Charles Stonehill (Chair)Daniel Kaye
Mark Pearson
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Summary Compensation Table for 2023
Barbara Fallon-Walsh (Chair)Paul L. Audet
Ramon de OliveiraDenis Duverne
Daniel G. KayeRobert B. Zoellick


Consideration of Risk Matters in Determining Compensation

In 2017, we considered whether our compensation practices for employees, including our named executive officers, encourage unnecessary or excessive risk-taking and whether any risks arising from our compensation practices are reasonably likely to have a material adverse effect on our firm. For the reasons set forth below, we have determined that our current compensation practices do not create risks that are reasonably likely to have a material adverse effect on our firm.

As described above in “Compensation Elements for Named Executive Officers – Long-Term Incentive Compensation Awards”, long-term incentive compensation awards generally are denominated in AB Holding Units that are not distributed until subsequent years, so the ultimate value that the employee derives from the award depends on the long-term performance of the firm. Denominating the award in restricted AB Holding Units and deferring their delivery is intended to sensitize employees to risk outcomes and discourage them from taking excessive risks that could lead to a decrease in the value of the AB Holding Units. Furthermore, and as noted above in “Compensation Elements for Named Executive Officers – Long-Term Incentive Compensation Awards”, generally all outstanding long-term incentive compensation awards include a provision permitting us to “claw-back” the unvested portion of an employee’s long-term incentive compensation award if the Compensation Committee determines that (i) the employee failed to adhere to existing risk management policies and (ii) as a result of the employee’s failure, there has been or reasonably could be expected to be a material adverse impact on our firm or the employee’s business unit.


Summary Compensation Table for 2017

Total compensation of our named executive officersNEOs for 2017, 20162023, 2022 and 2015,2021, as applicable, is as follows:
Name and Principal PositionYearSalary
($)		Bonus
($)
Stock Awards(1)(2)
($)
Option Awards
($)		Pension
($)		All Other
Compensation
($)		Total
($)
Seth Bernstein(3) (4)
President and CEO
2023500,000 4,515,000 4,995,054 — — 114,201 10,124,255 
2022500,000 4,925,000 5,575,062 — — 277,777 11,277,839 
2021500,000 5,575,000 6,075,000 — — 142,813 12,292,813 
Bill Siemers(6)
Interim CFO
2023300,000 645,000 255,000 — — 17,340 1,217,340 
2022300,000 525,000 1,175,034 — — 17,340 2,017,374 
Karl Sprules
COO
2023400,000 2,025,000 1,575,000 — 3,018 32,294 4,035,312 
2022400,000 1,555,000 1,105,000 — 122,835 17,860 3,200,695 
2021400,000 1,725,000 1,275,000 — — 42,040 3,442,040 
Onur Erzan(5) (6)
Head of Global Client Group and Private Wealth
2023400,000 2,905,851 2,555,887 — — 17,544 5,879,282 
2022400,000 1,955,851 1,605,886 — — 11,017 3,972,754 
Mark Manley(6)
General Counsel and Corporate Secretary
2023300,000 780,000 345,000 — 22,934 26,898 1,474,832 
2022300,000780,000345,000— 482,19426,8981,934,092
Kate Burke(5) (7)
Former COO and CFO
2023273,846 — 100,036 — — 632 374,514 
2022400,000 2,050,000 1,700,035 — — 16,216 4,166,251 
2021400,000 2,275,000 1,925,000 — — 15,455 4,615,455 
(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. Assumptions made in determining the EQH restricted stock unit and performance share figures in the "Stock Awards" column are set forth in the EQH 2023 Long-Term Incentive Compensation Program and described in a footnote to the "Grants of Plan-Based Awards in 2023" table below.
(2)See “Grants of Plan-Based Awards in 2023” below.
(3)See "Overview of Mr. Bernstein's Employment Agreement" and "Compensation Awarded by EQH to Mr. Bernstein, Mr. Erzan and Ms. Burke" above in CD&A for a description of Mr. Bernstein's compensatory elements. Please be advised that Mr. Bernstein's compensation also is disclosed by EQH.
(4)The "Stock Awards" column for 2023 includes the grant date fair value of the restricted stock award (grant date fair value of $332,029) and the performance share award (grant date fair value of $498,025) Mr. Bernstein received from EQH in February 2023. For 2022, this column includes the grant date fair value of the restricted stock unit 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.
(5)The "Stock Awards" column for 2023 includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,024) and the performance share award (grant date fair value of $60,012) Mr. Erzan and Ms. Burke each received from EQH in February 2023. For 2022, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,021) and the performance share award (grant date fair value of $60,014) Mr. Erzan and Ms. Burke each 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 $40,000) and the performance share award (grant date fair value of $60,000) Ms. Burke received from EQH in February 2021.
(6)We have not provided 2021 compensation for Messrs. Siemers, Erzan, or Manley; they were not deemed NEOs in those years.
(7)Ms. Burke resigned as our firm's COO and CFO in May 2023 to become the President at another company. As a result, she forfeited all unvested AB and EQH awards granted to her in the current and previous years.
Name and
Principal  Position
 Year Salary($) Bonus($) 
Stock Awards(1)(2)
($)
 
All Other
Compensation ($)
 Total($)
Seth P. Bernstein(3)
 2017 334,615
 3,000,000
 3,500,003
 148,274
 6,982,892
President and CEO            
             
James A. Gingrich(4)(5)(6)
 2017 400,000
 1,000,000
 20,986,759
 37,801
 22,424,560
Chief Operating Officer 2016 400,000
 3,540,000
 3,260,000
 36,645
 7,236,645
  2015 400,000
 3,940,000
 3,660,000
 34,830
 8,034,830
             
Laurence E. Cranch 2017 400,000
 940,000
 660,000
 17,208
 2,017,208
General Counsel 2016 400,000
 890,000
 610,000
 18,441
 1,918,441
  2015 400,000
 915,000
 635,000
 16,450
 1,966,450
             
John C. Weisenseel 2017 375,000
 1,090,000
 785,000
 15,177
 2,265,177
CFO 2016 375,000
 977,500
 672,500
 14,927
 2,039,927
  2015 375,000
 915,000
 610,000
 14,927
 1,914,927
             
Kate C. Burke(7)
 2017 300,000
 740,000
 410,000
 14,266
 1,464,266
Head of Human Capital & Chief Talent Officer           —
             
             
Peter S. Kraus 2017 138,462
 —
 —
 399,395
 537,857
Former Chairman and CEO 2016 400,000
 —
 —
 238,367
 638,367
  2015 400,000
 —
 —
 240,355
 640,355

(1)2023 Annual Report
The figures in the “Stock Awards” column provide the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values, see Note 18 to AB’s consolidated financial statements in Item 8.
145
(2)
See “Grants of Plan-based Awards in 2017” below for information regarding the 2017 long-term incentive compensation awards granted to our named executive officers.
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Part III
(3)Mr. Bernstein’s annual base salary under the CEO Employment Agreement is $500,000. The salary figure in the table is pro rated based on the date on which his employment commenced (May 1, 2017).
(4)On February 13, 2017, the Compensation Committee approved a grant to Mr. Gingrich of 883,653 restricted AB Holding Units with a grant date fair value of approximately $21 million (based on the average closing price on the NYSE of an AB Holding Unit for the period covering the four trading days immediately preceding the grant date, the grant date and the five trading days immediately following the grant date), in lieu of cash bonus and long-term incentive compensation awards for 2017, 2018 and 2019 for which Mr. Gingrich otherwise would have been eligible under the Incentive Compensation Program; provided, Mr. Gingrich is eligible to receive at the end of each such year an additional cash bonus, but only to the extent approved by the Compensation Committee. Mr. Gingrich's restricted AB Holding Units vested one-third on December 1, 2017 and the remaining units will vest ratably on each of December 1, 2018 and 2019, provided, with respect to each installment, Mr. Gingrich continues to be employed by our firm.
(5)The Compensation Committee approved Mr. Gingrich’s cash bonus of $1,000,000 in 2017 in recognition of AB’s improving financial results, Mr. Gingrich’s continuing efforts to manage AB’s operations in a cost-effective manner and Mr. Gingrich’s critical contribution to the transition process to AB's new leadership.
(6)On February 6, 2018, it was agreed that Mr. Gingrich's eventual retirement from AB shall be treated as a "termination without cause" with respect to the continued vesting of long-term compensation awards granted in years prior to 2017 under AB's Incentive Compensation Award Program.
(7)We have not provided 2016 or 2015 compensation for Ms. Burke as she was not a named executive officer in those years.

The “All Other Compensation” column includes the aggregate incremental cost to our company of certain other expenses and perquisites. For 2017,2023, this column includes the following:
NamePersonal
Use of Car
and Driver
($)		Contributions
to Profit
Sharing Plan
($)		Life
Insurance
Premiums
($)
Other(2)
($)
Seth Bernstein94,113 (1)16,500 3,564 24 
Bill Siemers— 15,000 1,980 360 
Karl Sprules— 16,500 4,002 11,792 
Onur Erzan— 16,500 630 414 
Mark Manley— 15,000 11,484 414 
Kate Burke— — 632 — 
(1)Mr. Bernstein is entitled to the use of a dedicated car and driver pursuant to his employment agreement for security and business purposes. The amount reflects Mr. Bernstein's personal use for commuting and other non-business use. Car and driver services were contracted through a third party. The cost of providing a car is determined annually and includes, as applicable, the cost of the driver, annual car lease, insurance cost and various miscellaneous expenses such as fuel and car maintenance.
(2)These amounts represent stipends paid to Messrs. Bernstein, Siemers, Erzan, and Manley to help cover the cost of a mobile phone; these stipends are paid to employees generally as well. The amount set forth in the table for Mr. Sprules represents a stipend to help cover a portion of the housing cost in New York while traveling for business.
Name 
Personal Use of Car and Driver
($)
 Contributions to Profit Sharing Plan ($) 
Life Insurance Premiums
($)
 
Financial Planning Services
($)
 Other ($)
Seth P. Bernstein 146,845
(1) 
—
 1,429
 —
 —
James A. Gingrich —
 13,500
 1,806
 22,495
 —
Laurence E. Cranch —
 13,500
 3,708
 —
 —
John C. Weisenseel —
 13,500
 1,677
 —
 —
Kate C. Burke —
 13,500
 450
 —
 316
           
Peter S. Kraus(2)
 137,857
 —
 —
 —
 261,538

(1)146Includes auto lease costs ($10,493) and driver compensation and other car-related expenses ($136,352).AllianceBernstein
(2)Mr. Kraus's "Personal Use of Car and Driver" includes auto lease costs ($5,141), driver compensation ($120,704) and other car-related costs ($12,012), while his "Other" reflects salary continuation payments pursuant to the Kraus Cooperation Letter.

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Grants of Plan-basedPlan-Based Awards in 2017

2023
Grants of awards under the 2017 Plan, our equity compensation plan, during 20172023 made to our named executive officersNEOs are as follows:follows (we also discuss awards issued by EQH to Mr. Bernstein, Mr. Erzan, and Ms. Burke below ):
Grant Date
Estimated Future Payouts Under Equity Incentive Plan Awards(3)
All Other
Stock Awards:
Number of Shares
of Stock
or Units
(#)
Grant Date
Fair Value
of Stock
Awards(1)
($)
NameThreshold (#)Target
(#)		Maximum (#)
Seth Bernstein(2)(3)
12/12/2023136,289 4,165,000 
2/15/202310,129 332,029 
2/15/20233,187 12,747 25,494 12,747 498,025 
Bill Siemers(2)
12/12/20238,344 255,000 
Karl Sprules(2)
12/12/202351,538 1,575,000 
Onur Erzan(2)(3)
12/12/202380,362 2,455,851 
2/15/20231,221 40,024 
2/15/2023384 1,536 3,072 1,536 60,012 
Mark Manley(2)
12/12/202311,289 345,000 
Kate Burke(3)(4)
2/15/20231,221 40,024 
2/15/20231,536 60,012 
Name Grant Date 
All Other Stock Awards:
Number of Shares of Stock
or Units (#)
 
Grant Date Fair Value
of Stock Awards(1) ($)
Seth P. Bernstein(2)
 5/16/2017 164,706
 3,500,003
James A. Gingrich(2)
 2/13/2017 883,653
 20,986,759
Laurence E. Cranch(2)
 12/12/2017 26,453
 660,000
John C. Weisenseel(2)
 12/12/2017 31,463
 785,000
Kate C. Burke(2)
 12/12/2017 16,433
 410,000
       
Peter S. Kraus N/A —
 —

(1)
This column provides the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values, see Note 18 to AB's consolidated financial statements in Item 8.
(2)
As discussed above in “Overview of 2017 Incentive Compensation Program” and “Compensation Elements for Named Executive Officers—Long-Term Incentive Compensation Awards”, long-term incentive compensation awards granted in 2017 to our named executive officers were denominated in restricted AB Holding Units. These awards are shown in the “All Other Stock Awards” column of this table, the “Stock Awards” column of the Summary Compensation Table and the “AB Holding Unit Awards” columns of the Outstanding Equity Awards at 2017 Fiscal Year-End Table.

(1)This column provides the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining the AB Holding Unit values, see Note 19 to AB's consolidated financial statements in Item 8.
(2)As discussed above in “Overview of 2023 Incentive Compensation Program” and “Compensation Elements for NEOs—Long-Term Incentive Compensation Awards,” long-term incentive compensation awards granted in December 2023 to our NEOs were denominated in restricted AB Holding Units. These awards vest in equal annual increments on each of December 1, 2024, 2025 and 2026. These awards are shown in the “All Other Stock Awards” column of this table, the “Stock Awards” column of the Summary Compensation Table for 2023 and the “AB Holding Unit and/or EQH Awards” columns of the Outstanding Equity Awards at 2023 Fiscal Year-End Table.
(3)In 2017,February 2023, EQH granted to each of Mr. Bernstein, Mr. Erzan and Ms. Burke (i) a restricted stock unit award with a grant date fair value of $332,029, $40,024, and $40,024, respectively, and (ii) a performance share award with a grant date fair value of $498,025, $60,012, and $60,012, respectively, which can be earned subject to EQH's total stockholder return ("TSR") relative to its peer group. TSR is the total amount a company returns to investors during a designated period, including both share price appreciation and dividends. The number of performance shares that are earned, which cliff vest on February 28, 2026, subject to continued service, will be determined at the end of the performance period (December 2025) 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, 2024, 2025 and 2026, 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 as the restricted stock units themselves.
(4)Ms. Burke forfeited these awards.
In 2023, the number of restricted AB Holding Units comprising year-end long-term incentive compensation awards granted to each named executive officer (other than Mr. Gingrich, who was granted an award in February 2017, and Mr. Bernstein, who was granted an award in May 2017)NEO was determined based on the closing price of an AB Holding Unit as reported for NYSE composite transactions on December 12, 2017,2023, the date onas of which the Compensation Committee approved the awards. At the time of these awards, the Compensation Committee consisted of Mr. Stonehill (Chair) and Messrs. Kaye and Pearson; the Section 16 Subcommittee, which approved awards to our NEOs, consisted of Mr. Stonehill (Chair) and 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"Overview of 20172023 Incentive Compensation Program", "CompensationProgram" and "Compensation Elements for Named Executive Officers-Long-Term Incentive Compensation Awards" and "Other Factors Considered When Determining Named Executive Officer Compensation"NEOs" above.


2023 Annual Report147
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Outstanding Equity Awards at 20172023 Fiscal Year-End

Outstanding equity awards held by our named executive officersNEOs as of December 31, 20172023 are as follows:
 Option AwardsAB Holding Unit and/or EQH Awards
NameNumber of
Securities
Underlying
Unexercised
Options
Exercisable
(#)		Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)		Option
Exercise
Price
($)		Option
Expiration
Date		Number of
 Shares
or Units of
Stock That
Have Not
 Vested
 (#)
Market 
Value of
 Shares or
Units of
Stock That
 Have Not
Vested(11)
($)
Seth Bernstein(1)(2)(3)(5)
65,446 — 18.74 2/14/2029278,875 8,653,482 
57,209 — 23.18 2/26/203022,972 764,964 
— — — — 38,731 1,289,758 
Bill Siemers(6)
— — — — 35,289 1,095,017 
Karl Sprules(7)
— — — — 87,882 2,726,981 
Onur Erzan(4)(5)(8)
— — — — 193,050 5,990,341 
— — — — 2,589 86,202 
— — — — 4,293 142,944 
Mark Manley(9)
— — — — 22,235 689,951 
Kate Burke(5)(10)
— — — — — — 
  Option Awards AB Holding Unit Awards
Name 
Number of Securities
Underlying Unexercised
Options Exercisable (#)
 Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price ($) Option Expiration Date 
Number of Shares
or Units of Stock That
Have Not Vested (#)
 
Market 
Value of Shares or
Units of
Stock That Have Not Vested(7) ($)
Seth P. Bernstein(1)
 —
 —
 —
 —
 164,706
 4,125,885
James A. Gingrich(2)
 —
 —
 —
 —
 811,734
 20,333,925
Laurence E. Cranch(3)(4)
 78,348
 —
 17.05
 1/23/2019
 66,514
 1,666,180
John C. Weisenseel(5)
 —
 —
 —
 —
 71,609
 1,793,814
Kate C. Burke(6)
 —
 —
 —
 —
 32,853
 822,967
             
Peter S. Kraus —
 —
 —
 —
 —
 —

(1)
Subject to accelerated vesting clauses in the CEO Employment Agreement (e.g., immediate vesting upon a “change in control” of our firm), the CEO 2017Award vests ratably on each of the first four anniversaries of May 1, 2017, commencing May 1, 2018, provided, with respect to each installment, Mr. Bernstein continues to be employed by AB on the vesting date. However, Mr. Bernstein elected to delay delivery of all of the restricted AB Holding Units until May 1, 2021, the final vesting date, subject to acceleration upon a “change in control” of our firm and certain qualifying events of termination of employment. For further information regarding the restricted AB Holding Units awarded to Mr. Bernstein under the CEO Employment Agreement, see “Overview of Our President and CEO’s Compensation” above.
(2)Mr. Gingrich was awarded (i) 883,653 restricted AB Holding Units in February 2017, of which 33.3% vested on December 1, 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018 and 2019, (ii) 140,517 restricted AB Holding Units in December 2016, of which 25% vested on December 1, 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018, 2019 and 2020, (iii) 158,992 restricted AB Holding Units in December 2015, of which 25% vested on each of December 1, 2016 and 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018 and 2019, and (iv) 150,992 restricted AB Holding Units in December 2014, of which 25% vested on each of December 1, 2015, 2016 and 2017, and the remainder of which is scheduled to vest on December 1, 2018.
(3)Mr. Cranch was awarded (i) 26,453 restricted AB Holding Units in December 2017 that are scheduled to vest in 25% increments on each of December 1, 2018, 2019, 2020 and 2021, (ii) 26,293 restricted AB Holding Units in December 2016, of which 25% vested on December 1, 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018, 2019 and 2020, (iii) 27,585 restricted AB Holding Units in December 2015, of which 25% vested on each December 1, 2016 and 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018 and 2019, and (iv) 26,197 restricted AB Holding Units in December 2014, of which 25% vested on each of December 1, 2015, 2016 and 2017, and the remainder of which is scheduled to vest on December 1, 2018.
(4)Mr. Cranch was granted 78,348 options to buy AB Holding Units in January 2009, which vested and became exercisable in 20% increments on each of January 23, 2010, 2011, 2012, 2013 and 2014.
(5)Mr. Weisenseel was awarded (i) 31,463 restricted AB Holding Units in December 2017 that are scheduled to vest in 25% increments on each of December 1, 2018, 2019, 2020 and 2021, (ii) 28,987 restricted AB Holding Units in December 2016, of which 25% vested on December 1, 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018, 2019 and 2020, (iii) 26,499 restricted AB Holding Units in December 2015, of which 25% vested on December 1, 2016 and 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018 and 2019, and (iv) 20,628 restricted AB Holding Units in December 2014, of which 25% vested on each of December 1, 2015, 2016 and 2017, and the remainder of which is scheduled to vest on December 1, 2018.
(6)Ms. Burke was awarded (i) 16,433 restricted AB Holding Units in December 2017 that are scheduled to vest in 25% increments on each of December 1, 2018, 2019, 2020 and 2021, (ii) 14,224 restricted AB Holding Units in December 2016, of which 25% vested on December 1, 2017 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2018, 2019 and 2020, (iii) 8,080 restricted AB Holding Units in December 2015, of which 25% vested on December 1, 2016 and 2017 and the remainder of which is scheduled to vest in equal increments on each of

December 1, 2018 and 2019, and (iv) 6,848(1)Mr. Bernstein was awarded: (i) 136,289 restricted AB Holding Units in December 2014,2023 that are scheduled to vest in equal increments on each December 1, 2024, 2025 and 2026; (ii) 117,791 restricted AB Holding Units in December 2022, one-third of which 25%vested on December 1, 2023, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2024 and 2025; (iii) 102,572 restricted AB Holding Units in December 2021, one-third of which vested on each of December 1, 2015, 20162022 and 2017,2023, and the remainder of which is scheduled to vest on December 1, 2018.2024; and (iv) 119,471 restricted AB Holding Units in December 2020, of which 25% vested on each of December 1, 2021, 2022 and 2023, and the remainder of which is scheduled to vest on December 1, 2024. For further information, see “Overview of Mr. Bernstein's Employment Agreement” above.
(2)EQH 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 continued employment during the vesting period and meeting the applicable performance criteria. In February 2023, 2022 and 2021, EQH granted to Mr. Bernstein (i) a restricted stock unit award with a grant date fair value of $332,029, $400,033 and $340,000, respectively, and (ii) a performance share award with a grant date fair value of $498,025, $600,029 and $510,000, respectively. The performance share awards granted in 2023, 2022 and 2021 can be earned subject to EQH's TSR relative to its peer group. Please see the table above entitled "Grants of Plan-Based Awards in 2023" 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 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 restricted stock unit awards, which are described for Mr. Erzan 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 continued employment during the vesting period and meeting the applicable performance criteria. In February 2023, 2022 and 2021, respectively, EQH granted to Mr. Erzan (i) a restricted stock unit award with a grant date fair value of $40,024, $40,021 and $40,000, respectively and (ii) a performance share award with a grant date fair value of $60,012, $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 2023" for additional information regarding the EQH awards.
(5)For further information regarding the equity awards granted to Mr. Bernstein, Mr. Erzan and Ms. Burke by EQH, please see "Compensation awarded by EQH to Mr. Bernstein, Mr. Erzan and Ms. Burke" above in CD&A.
(7)148The market values of restricted AB Holding Units set forth in this column were calculated assuming a price per AB Holding Unit of $25.05, which was the closing price on the NYSE of an AB Holding Unit on December 29, 2017, the last trading day of AB's last completed fiscal year.AllianceBernstein

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Part III
(6)Mr. Siemers was awarded: (i) 8,344 restricted AB Holding Units in December 2023 that are scheduled to vest in equal increments on each of December 1, 2024, 2025 and 2026; and (ii) 4,506 restricted AB Holding Units in December 2022, of which one-third vested on December 1, 2023, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2024 and 2025; and (iii) 21,873 restricted AB Holding Units in March 2022 that are scheduled to cliff vest in February 2024. The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years prior to when Mr. Siemers was deemed to be a NEO.
(7)Mr. Sprules was awarded (i) 51,538 restricted AB Holding Units in December 2023 that are scheduled to vest in equal increments on each of December 1, 2024, 2025 and 2026; and (ii) 28,450 restricted AB Holding Units in December 2022, of which one-third vested on December 1, 2023, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2024 and 2025; and (iii) 25,030 restricted AB Holding Units in December 2021, one-third of which vested on December 1, 2022 and December 1, 2023, and the remainder of which is scheduled to vest on December 1, 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.
(8)Mr. Erzan was awarded: (i) 80,362 restricted AB Holding Units in December 2023 that are scheduled to vest in equal increments on each of December 1, 2024, 2025 and 2026; and (ii) 38,771 restricted AB Holding Units in December 2022, of which one-third vested on December 1, 2023, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2024 and 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.
(9)Mr. Manley was awarded: (i) 11,289 restricted AB Holding Units in December 2023 that are scheduled to vest in equal increments on each of December 1, 2024, 2025 and 2026; and (ii) 8,883 restricted AB Holding Units in December 2022, of which one-third vested on December 1, 2023, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2024 and 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)Ms. Burke had no outstanding awards as of December 31, 2023, because she forfeited her unvested AB Holding Unit and EQH share awards as a result of her resignation in May 2023.
(11)The market values of restricted AB Holding Units (rounded to the nearest whole unit) set forth in this column were calculated assuming a price per AB Holding Unit of $31.03, which was the closing price on the NYSE of an AB Holding Unit on December 29, 2023, 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 $33.30, which was the closing price on the NYSE of an EQH share on December 29, 2023.
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Option Exercises and AB Holding Units and EQH Shares Vested in 2017

2023
AB Holding Units and EQH shares held by our named executive officersNEOs that vested during 20172023 are as follows:
 AB Holding Unit and EQH Option AwardsAB Holding Unit and EQH Share Awards
NameNumber of AB Holding Units or EQH Options 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)
— — 177,203 5,243,842 
Bill Siemers— — 4,815 140,071 
Karl Sprules— — 35,861 1,043,190 
Onur Erzan (2)
— — 25,475 743,185 
Mark Manley— — 10,854 315,754 
Kate Burke (2)
— — 898 28,245 
(1)Includes 39,099 EQH shares acquired with a value of $1,226,384 that vested during 2023.
(2)Includes 898 EQH shares acquired with a value of $28,245 that vested during 2023.
  AB Holding Option Awards AB Holding Unit Awards
Name Number of AB Holding Units Acquired on Exercise (#) Value Realized on Exercise ($) 
Number of AB
Holding
Units Acquired on
Vesting (#)
 
Value Realized on
Vesting ($)
Seth P. Bernstein —
 —
 —
 —
James A. Gingrich 263,533
 1,782,740
 449,400
 11,167,590
Laurence E. Cranch —
 —
 27,344
 679,498
John C. Weisenseel —
 —
 24,104
 598,984
Kate C. Burke —
 —
 8,613
 214,033
         
Peter S. Kraus —
 —
 1,088,821
 25,315,088

(1)150Mr. Kraus's delivery of the 1,088,821 restricted AB Holding Units in June 2017 was pursuant to the terms of his employment agreement.AllianceBernstein

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Pension Benefits
NamePlan Name
Number of Years of Credited Service(2)
Present Value of Accumulated Benefit ($)(3)
Payments During Last Fiscal Year
Karl Sprules (1)
AB Retirement Plan11125,853 — 
Mark Manley(1)
AB Retirement Plan25505,128 — 
(1)We have provided information for 2017

NoneMessrs. Sprules and Manley; they are the only of our named executive officers are entitled to benefits underNEOs who participate in the Amended and RestatedAB Retirement Plan for Employees of AB (as amended and restated as of January 1, 2016, “Retirement Plan”), our company pension plan.Plan. For additional information regarding the AB Retirement Plan, including interest rates and actuarial assumptions and potential early retirement benefits, see "Defined Benefit Plan" above in CD&A and Note 1718 to AB’sAB's consolidated financial statements in Item 8.8 of this Form 10-K.

(2)Effective December 31, 2008, benefit accruals were frozen under the AB Retirement Plan.
Non-Qualified Deferred Compensation for 2017

Vested and unvested non-qualified deferred compensation contributions, earnings and distributions(3)Actuarial present value of our named executive officers during 2017 and their non-qualified deferred compensation plan balancesaccumulated benefits as of December 31, 2017 are as follows:

Name 
Executive
Contributions in Last FY ($)
 
Aggregate
Earnings in Last FY ($)
 
Aggregate
Withdrawals/
Distributions ($)
 
Aggregate
Balance at
Last FYE ($)
Seth P. Bernstein —
 —
 —
 —
James A. Gingrich(1)
 —
 89,642
 (210,655) 1,122,138
Laurence E. Cranch —
 —
 —
 —
John C. Weisenseel —
 —
 —
 —
Kate C. Burke —
 —
 —
 —
         
Peter S. Kraus —
 —
 —
 —


(1)Amounts shown reflect Mr. Gingrich's interests from pre-2009 awards under the predecessor plan to the Incentive Compensation Program, under which plan participants were permitted to allocate their awards (i) among notional investments in AB Holding Units, certain of the investment services we provided to clients2023 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 a money market fund, or

(ii) under limited circumstances, in options to buy AB Holding Units. For additional information about the Incentive Compensation Program, see Notes 2 and 18 to AB’s consolidated financial statements in Item 8.no pre-retirement mortality, disability or termination assumed.

Potential Payments upon Termination or Change in Control

Estimated payments and benefits to which our named executive officersNEOs would have been entitled upon a change in control of AB or the specified qualifying events of termination of employment as of December 31, 20172023 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— 8,653,482 — 
Termination by Mr. Bernstein for good reason(4)
3,500,000 8,653,482 19,982 
Termination of Mr. Bernstein's employment by AB other than for Cause or due to Death or Disability(5)(6)(7)
5,250,000 8,653,482 19,982 
Change in control + termination by Mr. Bernstein for good reason or termination of Mr. Bernstein's employment without cause(4)
7,000,000 8,653,482 19,982 
Resignation (complies with applicable agreements and restrictive covenants) under ICAP(8)
— 8,653,482 — 
Death or disability(7)
— 8,653,482 19,982 
Bill Siemers
Change in control— 1,095,017 — 
Change in control + employment terminated by AB other than for cause, termination by Mr. Siemers for good reason, or termination due to death or disability1,890,000 1,095,017 — 
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)
— 416,298 — 
Termination by AB without cause; death or disability (2022 RSU award)— 621,999 — 
Karl Sprules
Change in control— 2,726,981 — 
Change in control + employment terminated by AB other than for cause, termination by Mr. Sprules for good reason, or termination due to death or disability4,850,000 2,726,981 — 
Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP(7)(8)
— 2,726,981 — 
Name(1)
 
Cash
Payments(2) ($)
 
Acceleration of Restricted
AB Holding Unit
Awards(3) ($)
 Other Benefits ($)
Seth P. Bernstein(4)
      
Change in control —
 4,125,885
 —
Termination by Mr. Bernstein for good reason or by AB without cause prior to May 1, 2018 and within 12 months of a change in control 10,500,000
 4,125,885
 13,610
Termination by Mr. Bernstein for good reason or by AB without cause 3,500,000
 4,125,885
 13,610
Termination by reason of non-extension of initial 3-year employment term —
 4,125,885
 —
Death or disability(5)(6)
 —
 4,125,885
 13,610
James A. Gingrich  
  
  
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)(2)
 —
 20,333,925
 —
Death or disability(7)
 —
 20,333,925
 —
Laurence E. Cranch    
  
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)(2)
 —
 1,666,180
 —
Death or disability(7)
 —
 1,666,180
 —
John C. Weisenseel    
  
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)(2)
 —
 1,793,814
 —
Death or disability(7)
 —
 1,793,814
 —
Kate C. Burke    
  
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)(2)
 —
 822,967
 —
Death or disability(7)
 —
 822,967
 —

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Name and Trigger Event
Cash
Payments(1)
($)
Acceleration of
Restricted
AB Holding Unit
Awards(2)
($)
Other
Benefits(3)
($)
Onur Erzan
Change in control— 5,990,341 — 
Change in control + employment terminated by AB other than for cause, termination by Mr. Erzan for good reason, or termination due to death or disability6,611,702 5,990,341 — 
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)
— 3,657,258 — 
Termination by AB without cause; death or disability (2021 RSU award)— 1,783,738 — 
Mark Manley
Change in control— 689,951 — 
Change in control + employment terminated by AB other than for cause, termination by Mr. Manley for good reason, or termination due to death or disability2,160,000 689,951 — 
Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP)(7)(8)
— 689,951 — 
Kate Burke(9)
— — — 
(1)It is possible that each NEO could receive a cash severance payment on the termination of his or her 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 estimate such amounts. The amounts shown for Mr. Bernstein are described in the CEO Employment Agreement. The amounts shown for Mr. Siemers, Mr. Sprules, Mr. Erzan, and Mr. Manley in the event of a change in control coupled with 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 “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.
(3)Reflects the value of group medical coverage to which Mr. Bernstein would be entitled.
(4)See "Overview of Mr. Bernstein's Employment Agreement" above for a discussion of the terms set forth in the CEO Employment Agreement relating to termination of employment.
(5)The CEO Employment Agreement defines “Disability” as a good faith determination by AB that Mr. Bernstein is physically or mentally incapacitated and has been unable for a period of 180 days in the aggregate during any 12-month period to perform substantially all of the duties for which he is responsible immediately before the commencement of the incapacity.
(6)Under the CEO Employment Agreement, upon termination of Mr. Bernstein’s employment due to death or disability, and after the COBRA period, AB will provide Mr. Bernstein and his spouse with access to participation in AB’s medical plans at Mr. Bernstein’s (or his spouse’s) sole expense based on a reasonably determined fair market value premium rate.
(7)“Disability” is defined in the ICAP award agreements of each NEO as the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, as determined by the carrier of the long-term disability insurance program maintained by AB or its affiliate that covers the NEO.
(8)Applicable agreements and restrictive covenants in the ICAP award agreement include restrictions on competition and restrictions on employee and client solicitation.
(9)Ms. Burke resigned as our firm's COO and CFO in May 2023, so she was ineligible for any potential payment or benefit upon a change in control of AB as of December 31, 2023.
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Additionally, estimated payments and benefits to which Mr. Bernstein 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, 2023 are as follows (these amounts would be payable by EQH):
Reason for Employment Termination
Acceleration of EQH Option
and Share Awards(5)
($)
(1)Seth BernsteinWe have not included Mr. Kraus in this table because he was not employed by AB on December 31, 2017 and the amounts paid or payable in 2017 to Mr. Kraus in connection with his cessation of employment with AB are included in the 2017 Summary Compensation Table, the Option Exercises and AB Holding Units Vested in 2017 Table and the related discussion above, including the CD&A.
(2)
Retirement(1)
It is possible that each named executive officer could receive a cash severance payment on the1,577,051 
Death(2)
2,361,437 
Disability(2)
2,361,437 
Involuntary termination (no change in control)(3)
1,577,051 
Change in control (without termination of his or her employment. The amounts of any such cash severance payments would be determined at the time of suchemployment)(4)
1,152,710 
Onur Erzan
Death(2)
265,232 
Disability(2)
265,232 
Involuntary termination (other than for Mr. Bernstein), so we are unable to estimate such amounts. The amounts shown for Mr. Bernstein are described(no change in the CEO Employment Agreement.
control)(3)133,146 
(3)
See Notes 2 and 18Change in AB’s consolidated financial statements in Item 8 and “Compensation Elements for Named Executive Officers – Long-Term Incentive Compensation Awards” above for a discussion of the terms set forth in long-term incentive compensation award agreements relating tocontrol (without termination of employment.employment)(4)
132,176 
Kate Burke(6)
— 
(1)Reflects, as of December 31, 2023, the full value of the restricted stock unit award and performance share award granted to Mr. Bernstein in 2021 and 2022. Excludes restricted stock unit awards and performance share awards granted in 2023 due to minimum vesting requirements.
(2)Reflects, as of December 31, 2023, the full value associated with awards granted by EQH to Mr. Bernstein (since 2021) and Mr. Erzan (since 2021); 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 for 2023, Grants of Plan-based Awards in 2023 and Outstanding Equity at 2023 Fiscal Year End above in this Item 11.
(3)Reflects, as of December 31, 2023, (i) the full value of the restricted stock unit awards and performance share awards granted by EQH to Mr. Bernstein in 2021 and 2022, and (ii) the prorated value of the restricted stock unit awards and performance share awards granted by EQH to Mr. Erzan in 2021 and 2022. Restricted stock unit awards and performance share awards granted to Mr. Bernstein and Mr. Erzan in 2023 are excluded until a minimum of one year of vesting is reached.
(4)Reflects, as of December 31, 2023, (i) the full value of the restricted stock unit awards granted to Mr. Bernstein (in 2021, 2022 and 2023) and to Mr. Erzan (in 2021, 2022 and 2023), and (ii) the prorated value of the performance share awards granted to Mr. Bernstein (in 2021, 2022, and 2023) and to Mr. Erzan (in 2021, 2022 and 2023), with actual and projected performance factors applied for 2021 and 2022 grants.
(5)Acceleration of EQH awards is contingent on the award recipient's compliance with various agreements and restrictive covenants set forth in the applicable award agreement under the EQH 2023 Long-Term Incentive Compensation Program, including protection of confidential information, non-competition, non-solicitation of employees and non-solicitation of customers.
(6)Ms. Burke resigned as our firm's COO and CFO (and from the EQH Management Committee) in May 2023, as such she was ineligible for any potential payment or benefit upon a change in control of EQH as of December 31, 2023.
2023 Annual Report153
(4)
See "Overview of Our President and CEO's Compensation" above for a discussion of the terms set forth in the CEO Employment Agreement relating to termination of employment.
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(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 Incentive Compensation Program award agreements of each of Ms. Burke and Messrs. Gingrich, Cranch and Weisenseel, and in the Special Option Program award agreement of Mr. Cranch, as the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, as determined by the carrier of the long-term disability insurance program maintained by AB or its affiliate that covers the named executive officer.

Director Compensation in 20172023

During 2017,2023, we compensated our directors, who are not employed by our company or by any of our affiliates (“Eligible Directors”), as follows (Mr. Zoellick is our Non-Executive Chairman; the other directors listed in the table below each satisfiessatisfied applicable NYSE and SEC standards relating to independence (“Independent Directors”)):, as follows:
NameFees Earned or Paid in Cash
($)
Stock
Awards(1)(2)
($)
Total
($)
Joan Lamm-Tennant140,000 170,000 310,000 
Nella Domenici (3)
102,500 170,000 272,500 
Daniel Kaye99,000 170,000 269,000 
Kristi Matus49,197 — 49,197 
Das Narayandas100,875 170,000 270,875 
Charles Stonehill142,500 170,000 312,500 
Todd Walthall104,750 170,000 274,750 
Name Fees Earned or Paid in Cash($) 
Stock
Awards(1)(2)
($)
 Total($)
Robert B. Zoellick 318,750
 425,000
 743,750
Paul L. Audet 23,375
 75,000
 98,375
Ramon de Oliveira 70,125
 150,000
 220,125
Barbara Fallon-Walsh 93,375
 150,000
 243,375
Daniel G. Kaye 88,875
 150,000
 238,875
Shelley B. Leibowitz 23,375
 75,000
 98,375
Das Narayandas 18,750
 75,000
 93,750
(1)The aggregate number of restricted AB Holding Units underlying awards outstanding but not yet distributed at December 31, 2023, was: for Ms. Lamm-Tennant, 8,861 AB Holding Units; for Ms. Domenici, 12,297 AB Holding Units; for Mr. Kaye, 11,711 AB Holding Units; for Ms. Matus, zero AB Holding Units as she departed the Board in May of 2023; for Mr. Narayandas, 11,711 AB Holding Units; for Mr. Stonehill, 11,711 AB Holding Units; and for Mr. Walthall, 9,061 AB Holding Units.

(1)The aggregate number of restricted AB Holding Units underlying awards outstanding but not yet distributed at December 31, 2017 was: for Mr. Zoellick, 20,000 AB Holding Units; for each of Ms. Fallon-Walsh and Messrs. de Oliveira and Kaye, 5,294 AB Holding Units; and for each of Ms. Leibowitz and Messrs. Audet and Narayandas, 3,025 AB Holding Units.
(2)
Reflects the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values, see Note 18 to AB’s consolidated financial statements in Item 8.

(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.
(3)Ms. Domenici departed the Board effective January 16, 2024.
Independent Director Compensation Elements

The Board has approved the compensation elements described immediately below for Independent Directors during its regular meeting held in May 2023 and has agreed to re-consider such compensation elements no less frequently than every five years (with the next such reconsideration scheduled for 2020):bi-annually:

•an annual retainer of $75,000$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 six regularly-scheduled Board meetings each year;
a fee of $2,000 for participating in any meeting of any duly constituted committee of the Board, whether in person or by telephone, in excess of the number of regularly-scheduled committee meetings each year (i.e., in excess of seven meetings of the Audit Committee and three meetings of each of the Executive Committee, the Compensation Committee and the Governance Committee);
•an annual retainer of $25,000$50,000 for acting as Independent Chair of the Board;
•an annual retainer of $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 grant
•an annual equity-based grant under an equity compensation plan consisting of restricted AB Holding Units with a grant date fair value of $150,000.



The Board also has approved, effective in 2018, the following compensation increases:

an annual retainer of $85,000 (paid quarterly after any quarter during which the director serves on the Board); and
•
an annual equity-based grantunder an equity compensation plan consisting of restricted AB Holding Units with a grant date value of $170,000;

Prior to a regularly-scheduled meeting of the Board held in May 2017 (“May 2017 Board Meeting”), equity awards consisted of (at each Independent Director’s election):

restricted AB Holding Units with a grant date fair value of $150,000;$170,000.
options to buy AB Holding Units with a grant date fair value of $150,000; or
restricted AB Holding Units with a grant date fair value of $75,000 and options to buy AB Holding Units with a grant date fair value of $75,000.

At the May 2017 Board Meeting, the Board modified the equity component of Independent Director compensation by requiring that all equity awards be denominated in restricted AB Holding Units. The Board approved this modification to ensure that the structure of Independent Director equity compensation is more consistent with AB employee equity awards generally.

Also at the May 2017 Board Meeting,In 2023, the Board granted to each Independent Director then serving at that time (Ms. Fallon-Walsh(which included Mses. Domenici and Lamm-Tennant and Messrs. de OliveiraKaye, Narayandas, Stonehill and Kaye) 7,059Walthall) 5,017 restricted AB Holding Units. The number of AB Holding Units granted was determined by dividing the $150,000$170,000 grant date fair value noted above by the closing price of an AB Holding Unit on the date of the May 20172023 Board Meeting, or $21.25$33.89 per unit, (“May 2017 Price”).rounded up to the nearest whole unit. These awards vest over three years, with 25% of the AB Holding Units having vested on the grant date and the remaining portion of the award vesting ratably on each of the first three anniversaries of the grant date.

At the regular meeting of the Board held in November 2017 (“November 2017 Board Meeting”), the Board granted to each of the three Independent Directors who joined the Board at that time (Ms. Leibowitz and Messrs. Audet and Narayandas) 3,025 restricted AB Holding Units. The number of AB Holding Units granted was determined by dividing a pro-rated portion of the $150,000 grant date fair value noted above by the closing price of an AB Holding Unit on the date of the November 2017 Board Meeting, or $24.80 per unit. These awards vest ratably on each of the first four anniversaries of the grant date.

The Board, to ensure that vesting of Independent Director equity compensation is consistent with AB employee equity awards generally, has determined that awards to Independent Directors in future years will vest ratably on each of the first four anniversaries of the grant date.

Further, in order to avoid any perception that our directors’ exercise of their fiduciary duties might be impaired, restricted AB Holding Unit grants to Independent Directors are not forfeitable, except if the director is terminated for “Cause”,“Cause,” as that term is defined in the 2010 Plan, the 2017 Plan or the applicable award agreement. Accordingly, restricted AB Holding Units generally are delivered as soon as administratively feasible following an EligibleIndependent 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.

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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.

Independent Director AB Holding Unit Ownership Guidelines










Non-Executive Chairman Compensation

Mr. Zoellick’s compensation, which was approvedEach Independent Director, by the sole stockholderlater of five years from the General Partnerinitial 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 in April 2017, consists of:

an annual retainer of $425,000 (paid quarterly after any quarter during which Mr. Zoellick serves as Non-Executive Chairman); and
an annual equity-based grant under an equity compensation plan consisting of restrictedor purchasing Units on the open market, AB Holding Units with a grant date fairmarket value of $425,000.

Restricted AB Holding Unit awards grantedequal to Mr. Zoellick vest ratably on eachfive (5) times the director's annual retainer. Each Independent Director must maintain this ownership level for the duration of the first four anniversariesdirector's tenure on the Board.
As of December 31, 2023, each Independent Director then serving either complied with this policy or was on track to do so within the grant date.allotted time.

The Board granted to Mr. Zoellick 20,000 restricted AB Holding Units at the May 2017 Board Meeting. The number
2023 Annual Report155
Table of AB Holding Units granted was determined by dividing the $425,000 grant date fair value noted above by the May 2017 Price.Contents

Part III




Item 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, 20172023 are as follows:

Equity Compensation Plan Information
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights 
Number of securities remaining available for future issuance(1)
Equity compensation plans approved by security holders 3,082,470
 $52.37
 53,853,744
Equity compensation plans not approved by security holders —
 —
 —
Total 3,082,470
 $52.37
 53,853,744

(1)
Plan CategoryAll AB Holding Units remaining available for future issuance will Number of
securities to
be issued pursuant to the 2017 Plan, which wasupon
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 during a Special Meeting of AB Holding Unitholders held on September 29, 2017.by security holders— — 27,261,843 
Equity compensation plans not approved by security holders— — — 
Total——27,261,843

(1)All AB Holding Units remaining available for future issuance will be issued pursuant to the 2017 Plan, which was approved during a Special Meeting of AB Holding Unitholders held on September 29, 2017.
There are no AB Units to be issued pursuant to an equity compensation plan.

For information about our equity compensation plans, see Note 1819 to AB’s consolidated financial statements in Item 8.

Principal Security Holders

As of December 31, 2017, we had no information that any person beneficially owned more than 5% of the outstanding AB Holding Units.

As of December 31, 2017,2023, we had no information that any person beneficially owned more than 5% of the outstanding AB Units, except as reported by AXAEQH and certain of its subsidiaries on Schedule 13D/A with the SEC on December 13, 2017 pursuant to the Exchange Act.subsidiaries. We have prepared the following table, and the notesnote that follow,follows, in reliance on such filing:information supplied by EQH:

Name and Address of Beneficial OwnerAmount and Nature of
Beneficial Ownership
Reported on Schedule		Percent of
Class
Equitable Holdings(1)
1290 Avenue of the Americas
New York, NY 10104
177,127,982 (1)61.2 %(1)
Name and Address of  Beneficial Owner 
Amount and Nature of
Beneficial Ownership
Reported on Schedule
 Percent of Class
AXA(1)(2)(3)(4)(5)
25 avenue Matignon 75008
Paris, France
 170,121,745
(4)(5) 
 63.3
(4)(5) 

(1)
Based on information provided by AXA Financial, on December 31, 2017, AXA and certain of its subsidiaries beneficially owned all of AXA Financial’s outstanding common stock. For insurance regulatory purposes, the shares of common stock of AXA Financial beneficially owned by AXA and its subsidiaries have been deposited into a voting trust (“Voting Trust”), the term of which ends on April 29, 2021. The trustees of the Voting Trust (“Voting Trustees”) are Denis Duverne and Mark Pearson. Mr. Duverne serves on the Board of Directors of AXA, while Mr. Pearson serves on the Management Committee of AXA. The Voting Trustees have agreed to exercise their voting rights to protect the legitimate economic interests of AXA, but with a view to ensuring that certain minority shareholders of AXA do not exercise control over AXA Financial or certain of its insurance subsidiaries.
(2)
Based on information provided by AXA, as of December 31, 2017, 14.13% of the issued ordinary shares (representing 23.97% of the voting power) of AXA were owned directly and indirectly by two French mutual insurance companies (AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle) engaged in the Property & Casualty insurance business and the Life & Savings insurance business in France (“Mutuelles AXA”).

(3)The Voting Trustees and the Mutuelles AXA, as a group, may be deemed to be beneficial owners of all AB Units beneficially owned by AXA and its subsidiaries. By virtue of the provisions of the Voting Trust Agreement, AXA may be deemed to have shared voting power with respect to the AB Units. AXA and its subsidiaries have the power to dispose or direct the disposition of all shares of the capital stock of AXA Financial deposited in the Voting Trust. The Mutuelles AXA, as a group, may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of all the AB Units beneficially owned by AXA and its subsidiaries. The address of each of AXA and Mr. Duverne is 25 avenue Matignon, 75008 Paris, France. The address of Mr. Pearson is 1290 Avenue of the Americas, New York, NY 10104. The address of the Mutuelles AXA is 313 Terrasses de l’Arche, 92727 Nanterre Cedex, France.
(4)By reason of their relationships, AXA, the Voting Trustees, the Mutuelles AXA, AXA Equitable Holdings, AXA Equitable Financial Services, LLC (a subsidiary of AXA Equitable Holdings), AXA-IM Holding U.S. (a 97.44%-owned subsidiary of AXA), AXA Financial, AXA Equitable, Coliseum Reinsurance Company (a subsidiary of AXA Financial), ACMC, LLC (a subsidiary of AXA Equitable) and MLOA may be deemed to share the power to vote or to direct the vote and to dispose or direct the disposition of all or a portion of the 170,121,745 issued and outstanding AB Units.
(5)AXA and its subsidiaries have reported on Schedule 13D/A dated as of December 13, 2017 that, by reason of AXA’s ownership of 100% of the outstanding shares of common stock of AXA America and its ownership of 97.44% of the outstanding shares of common stock of AXA-IM Holding U.S., AXA may be deemed to beneficially own all of the issued and outstanding AB Units owned directly and indirectly by AXA Equitable Holdings and AXA-IM Holding U.S.

(1)By reason of their relationships, EQH and its subsidiaries that hold AB Units may be deemed to share the power to vote or to direct the vote and to dispose or direct the disposition of all or a portion of these AB Units. The 61.2% includes the 1.0% general partnership interest held by EQH.
As of December 31, 2017,2023, AB Holding was the record owner of 96,461,989,114,436,091, or 35.9%39.9%, of the issued and outstanding AB Units.Units (or 39.5% including the 1.0% general partnership interest held by EQH).

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Management

As of December 31, 2017,2023, 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 OwnerNumber of AB
Holding Units and
Nature of Beneficial
Ownership		Percent of Class
Joan Lamm-Tennant(1)
11,233 *
Seth Bernstein(1)(2)
678,934 *
Nella Domenici22,865 *
Jeffrey Hurd(1)
— *
Daniel Kaye(1)
39,710 *
Nick Lane(1)
— *
Das Narayandas35,676 *
Mark Pearson(1)
— *
Charles Stonehill(1)
24,931 *
Todd Walthall11,635 *
Onur Erzan(1)(3)
214,184 *
Karl Sprules(1)(4)
181,798 *
Mark Manley(1)(5)
95,535 *
Bill Siemers(1)(6)
75,311 *
All directors and executive officers as a group (14 persons)(7)
1,391,812 1.2%
*    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. Lamm-Tennant and Messrs. Bernstein, Hurd, Kaye, Lane, Pearson and Stonehill, each is a director and/or officer of EQH, Equitable Financial and/or Equitable America. Messrs. Bernstein, Erzan, Sprules, Manley and Siemers each is a director and/or officer of the General Partner.
(2)Includes 422,300 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 2023” and “Outstanding Equity Awards at 2023 Fiscal Year-End” in Item 11 for additional information.
(3)Includes 193,050 restricted AB Holding Units granted to Mr. Erzan that have not yet vested. For information regarding Mr. Erzan's long-term incentive compensation awards, see "Grants of Plan-based Awards in 2023” and “Outstanding Equity Awards at 2023 Fiscal Year-End” in Item 11.
(4)Includes 87,882 restricted AB Holding Units granted to Mr. Sprules that have not yet vested. For information regarding Mr. Sprules's long-term incentive compensation awards, see “Grants of Plan-based Awards in 2023" and “Outstanding Equity Awards at 2023 Fiscal Year-End” in Item 11.
(5)Includes 22,235 restricted AB Holding Units granted to Mr. Manley that have not yet vested. For information regarding Mr. Manley's long-term incentive compensation awards, see “Grants of Plan-based Awards in 2023” and “Outstanding Equity Awards at 2023 Fiscal Year-End” in Item 11.
(6)Includes 35,289 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 2023” and “Outstanding Equity Awards at 2023 Fiscal Year-End” in Item 11.
(7)Includes 760,756 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, 2023, our directors and executive officers did not beneficially own any AB Units.
As of December 31, 2023, the beneficial ownership of the common stock of EQH by each director and named executive officer of the General Partner and by all directors and executive officers as a group is as follows:
Name of Beneficial  Owner 
Number of AB
Holding Units and
Nature of
Beneficial
Ownership
 Percent of Class
Seth P. Bernstein(1)(2)
 164,706
 *
Robert B. Zoellick(1)
 31,300
 *
Paul L. Audet 3,025
 *
Ramon de Oliveira(1)
 7,059
 *
Denis Duverne(1)
 2,000
 *
Barbara Fallon-Walsh(1)
 7,059
 *
Daniel G. Kaye(1)
 7,059
 *
Shelley B. Leibowitz 9,825
 *
Anders Malmstrom(1)
 —
 *
Das Narayandas 3,025
 *
Mark Pearson(1)
 —
 *
James A. Gingrich(1)(3)
 1,286,869
 1.3
Laurence E. Cranch(1)(4)
 288,228
 *
John C. Weisenseel(1)(5)
 121,424
 *
Kate C. Burke(1)(6)
 44,710
  
All directors and executive officers as a group (15 persons)(7)(8)
 1,976,289
 2.0%

EQH Common Stock
*Number of AB Holding Units listed represents less than 1% of the Units outstanding.
(1)Excludes AB Holding Units beneficially owned by AXA and its subsidiaries. Ms. Fallon-Walsh and Messrs. Bernstein, de Oliveira, Duverne, Kaye, Malmstrom and Pearson are directors and/or officers of AXA, AXA Equitable Holdings, AXA Financial and/or AXA Equitable. Ms. Burke and Messrs. Bernstein, Zoellick, Gingrich, Cranch and Weisenseel are directors and/or officers of the General Partner.

(2)
Reflects 164,706 restricted AB Holding Units awarded to Mr. Bernstein pursuant to the CEO Employment Agreement that have not yet vested. See “Overview of Our President and CEO’s Compensation – Compensation Elements – Restricted AB Holding Units” in Item 11 for additional information regarding the CEO 2017 Award.
(3)
Includes 1,239,148 restricted AB Holding Units awarded to Mr. Gingrich as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery. For information regarding Mr. Gingrich’s long-term incentive compensation awards, see “Grants of Plan-based Awards in 2017” and “Outstanding Equity Awards at 2017 Fiscal Year-End” in Item 11.
(4)
Includes 78,348 AB Holding Units Mr. Cranch can acquire within 60 days under an AB option plan and 115,465 restricted AB Holding Units awarded to Mr. Cranch as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery. For information regarding Mr. Cranch's long-term incentive compensation awards, see “Grants of Plan-based Awards in 2017” and “Outstanding Equity Awards at 2017 Fiscal Year-End” in Item 11.
(5)
Includes 92,106 restricted AB Holding Units awarded to Mr. Weisenseel as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery.  For information regarding Mr. Weisenseel’s long-term incentive compensation awards, see “Grants of Plan-based Awards in 2017” and “Outstanding Equity Awards at 2017 Fiscal Year-End” in Item 11.
(6)
Includes 32,853 restricted AB Holding Units awarded to Ms. Burke as long-term incentive compensation that have not yet vested or with respect to which she has deferred delivery.  For information regarding Ms. Burke’s long-term incentive compensation awards, see “Grants of Plan-based Awards in 2017” and “Outstanding Equity Awards at 2017 Fiscal Year-End” in Item 11.
(7)Includes 78,348 AB Holding Units the directors and executive officers as a group can acquire within 60 days under AB option plans.
(8)Includes 1,644,278 restricted AB Holding Units awarded to the executive officers as a group as long-term incentive compensation that have not yet vested and/or with respect to which the executive officer has deferred delivery.

As of December 31, 2017, our directors and executive officers did not beneficially own any AB Units.

As of December 31, 2017, the beneficial ownership of the common stock of AXA by each director and named executive officer of the General Partner and by all directors and executive officers as a group is as follows:

AXA Common Stock(1)

Name of Beneficial Owner
Number of Shares and

Nature of Beneficial

Ownership
Percent of Class
Seth P. BernsteinJoan Lamm-Tennant35,574 —
*
Robert B. Zoellick—
*
Paul L. Audet—
*
Ramon de Oliveira(2)Seth Bernstein(1)
224,647 35,117*
Nella Domenici
— 		*
Denis Duverne(3)Jeffrey Hurd(2)
355,420 1,956,570*
Daniel Kaye
53,757 		*
Barbara Fallon-Walsh(4)Nick Lane(3)
276,308 26,181
*
Daniel G. KayeDas Narayandas— 9,064
*
Shelley B. Leibowitz—
*
Anders Malmstrom(5)Mark Pearson(4)
1,394,226 122,230
*
Das NarayandasCharles Stonehill34,758 —*
Todd Walthall
— 		*
Mark Pearson(6)Onur Erzan(5)
3,342 993,205
*
James A. GingrichKarl Sprules— —
*
Laurence E. CranchMark Manley— —
*
John C. WeisenseelBill Siemers— —
*
Kate C. Burke—
*
All directors and executive officers as a group (15(14 persons)(7)(6)
2,378,0323,142,367
*

*Number of shares listed represents less than 1% of the outstanding AXAEQH common stock.
(1)Includes (i) 122,655 options Mr. Bernstein has the right to exercise within 60 days and (ii) 11,946 restricted stock units that will vest within 60 days and settle in EQH shares.
(2)Includes (i) 209,833 options Mr. Hurd has the right to exercise within 60 days and (ii) 28,332 restricted stock units that will vest within 60 days and settle in EQH shares.
(3)Includes (i) 109,417 options Mr. Lane has the right to exercise within 60 days and (ii) 31,932 restricted stock units that will vest within 60 days and settle in EQH shares.
(4)Includes (i) 726,400 options Mr. Pearson has the right to exercise within 60 days and (ii) 128,942 restricted stock units that will vest within 60 days and settle in EQH shares.
(5)Includes 1,344 restricted stock units that Mr. Erzan will vest within 60 days and settle in EQH shares.
(6)Includes 1,168,305 options that may be exercised and 202,496 restricted stock units that will vest within 60 days and settle in EQH shares for the directors and executive officers as a group.
(1)158
Holdings of AXA American Depositary Shares (“ADS”) are expressed as their equivalent in AXA common stock. Each AXA ADS represents the right to receive one AXA ordinary share.
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(2)Includes 4,361 shares Mr. de Oliveira can acquire within 60 days under option plans.
(3)Includes 409,480 shares Mr. Duverne can acquire within 60 days under option plans. Also includes 82,603 AXA performance shares, which are paid out when vested based on the share price of AXA at that time and are subject to achievement of internal performance conditions.
(4)Includes 2,127 shares Ms. Fallon-Walsh can acquire within 60 days under options plans.
(5)Includes 23,851 shares Mr. Malmstrom can acquire within 60 days under option plans. Also includes 97,297 AXA performance shares, which are paid out when vested based on the share price of AXA at that time and are subject to achievement of internal performance conditions.
(6)Includes 529,707 shares Mr. Pearson can acquire within 60 days under options plans. Also includes 332,007 AXA performance shares, which are paid out when vested based on the share price of AXA at that time and are subject to achievement of internal performance conditions.
(7)Includes 969,526 shares the directors and executive officers as a group can acquire within 60 days under option plans.

Part III
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 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.

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
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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.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Policies and Procedures Regarding Transactions with Related Persons

Each Partnership Agreement expressly permits AXAEQH and its affiliates, which includes AXA Equitable and its affiliatessubsidiaries (collectively, “AXAEQH 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 AXAEQH Affiliates, which is the manner in which the General Partner reaches a judgment regarding the appropriateness of the fees. Other transactions with AXAEQH 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 20172023 between our company and any related person with respect to which these procedures were not followed.

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

Financial Arrangements with AXAEQH Affiliates

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 AXAEQH Affiliates as being comparable to, or more favorable to AB than, those that would prevail in a transaction with an unaffiliated party.

Transactions
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See Note 12 Debt 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 20172023 are as follows (the first table summarizes services we provide to related persons and the second table summarizes services our related persons provide to us):

Parties(1)
General Description of Relationship(2)
Amounts Received
or Accrued for in 2017
   
AXA Equitable(3)
We provide investment management services and ancillary accounting, valuation, reporting, treasury and other services to the general and separate accounts of AXA Equitable and its insurance company subsidiaries.$62,453,000
EQAT, AXA Enterprise Trust and AXA Premier VIP TrustWe serve as sub-adviser to these open-end mutual funds, each of which is sponsored by a subsidiary of AXA Financial.$26,392,000
AXA AB FundsWe provide investment management, distribution and shareholder servicing-related services.$17,593,000
AXA Life Japan Limited(3)
 $14,124,000
AXA France(3)
 $12,300,000
AXA Switzerland Life(3)
 $10,426,000
AXA Re Arizona Company(3)
 $7,559,000
AXA U.K. Group Pension Scheme $6,999,000

AXA Rosenberg Asia Pacific(3)
 $5,748,000
AXA Germany(3)
 $4,985,000
AXA Belgium(3)
 $3,383,000
MONY Life Insurance Company of America(3)
 $1,789,000
AXA Hong Kong Life(3)
 $1,641,000
AXA Mediterranean(3)
 $1,438,000
AXA Switzerland Property and Casualty(3)
 $1,024,000
AIM Deutschland GmbH(3)
 $474,000
AXA Corporate Solutions(3)
 $432,000
AXA Investment Managers Ltd.(3)
 $403,000
U.S. Financial Life Insurance Company(3)
 $366,000
AXA Winterthur(3)
 $364,000
AXA MPS (3)
 $353,000
AXA General Insurance Hong Kong Ltd.(3)
 $304,000
AXA Insurance Company(3)
 $144,000
AXA Life Singapore (3)
 $141,000
   
Parties(1)(3)
General Description of RelationshipAmounts Paid
or Accrued for in 2017
AXA AdvisorsDistributes certain of our Retail Products and provides Private Wealth Management referrals.$19,202,000
AXA Business Services Pvt. Ltd.Provides data processing services and support for certain investment operations functions.$5,622,000
AXA EquitableWe are covered by various insurance policies maintained by AXA Equitable.$2,610,000
AXA AdvisorsSells shares of our mutual funds under Distribution Service and educational Support agreements.$1,696,000
AXA Technology Services India Pvt.Provides certain data processing services and functions.$1,661,000
AXA Group Solutions Pvt. Ltd.Provides maintenance and development support for applications.$920,000
GIE Informatique AXAProvides cooperative technology development and procurement services to us and to various other subsidiaries of AXA.$687,000
AXA WealthProvides portfolio-related services for assets we manage under the AXA Corporate Trustee Investment Plan.$474,000
AXA EquitableReflects cost sharing arrangement related to EQ/International Equity Index Portfolio.$275,000
AXA Assistance USA, Inc.Provides security and medical response solutions to business travelers and expatriates.$179,000

Parties(1)
General Description of Relationship(2)
Amounts Received or
Accrued for in 2023
(1)AB or one of its subsidiaries is a party to each transaction.
(in thousands)
(2)Equitable FinancialWe provide investment management services unless otherwise indicated.
and ancillary accounting, valuation, reporting, treasury and other services to the general and separate accounts of Equitable Financial and its insurance company subsidiaries.$134,205 
(3)EQAT and Equitable Premier VIP TrustThis entityWe serve as sub-adviser to these open-end mutual funds, each of which is sponsored by a subsidiary of AXA.Equitable Holdings.21,466 
Equitable Holdings10,694 
Parties(1)
General Description of Relationship
Amounts Paid or
Accrued for in 2023
(in thousands)
Equitable HoldingsDistributes certain of our Retail Products; provides Private Wealth Management referrals; sells shares of our mutual funds under Distribution Service and Educational Support agreements; includes us as insured under various insurance policies.$46,654 

Additional Transactions with Related Persons(1)AB or one of its subsidiaries is a party to each transaction.

Please refer to “Compensation for Mr. Kraus”in Item 11 for a discussion of the Unit Purchase Agreement, under which AXA Equitable Holdings agreed to purchase from Mr. Kraus, and Mr. Kraus agreed to sell to AXA Equitable Holdings, all of Mr. Kraus’s AB Holding Units.

AXA Equitable and its affiliates are not obligated to(2)We provide funds to us, except for ACMC, LLC’s and the General Partner’s obligation to fund certain of our incentive compensation and employee benefit plan obligations. ACMC, LLC and the General Partner are obligated, subject to certain limitations, to make capital contributions to AB in an amount equal to the payments AB is required to make as incentive compensation under the employment agreements entered into in connection with AXA Equitable’s 1985 acquisition of Donaldson, Lufkin and Jenrette Securities Corporation (since November 2000, a part of Credit Suisse Group) as well as obligations of AB to various employees and their beneficiaries under AB’s Capital Accumulation Plan. In 2017, ACMC, LLC made capital contributions to AB in the amount of approximately $0.3 million in respect of these obligations. ACMC, LLC’s obligations to make these contributions are guaranteed byEquitable Holdings, LLC (a wholly-owned subsidiary of AXA Equitable), subject to certain limitations. All tax deductions with respect to these obligations, to the extent funded by ACMC, LLC, the General Partner or Equitable Holdings, LLC, will be allocated to ACMC, LLC or the General Partner.

investment management services unless otherwise indicated.
Arrangements with Immediate Family Members of Related Persons

During 2017,2023, 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.

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 20172023 and 2016,2022, respectively, and fees for other services rendered by PwC are as follows:
20232022
(in thousands)
Audit fees(1)
$7,894 $7,373 
Audit-related fees(2)
3,666 3,355 
Tax fees(3)
2,869 1,556 
All other fees(4)
6 2,512 
Total$14,435 $14,796 
 2017 2016
 (in thousands)
Audit fees(1)
$5,943
 $5,173
Audit-related fees(2)
3,457
 3,391
Tax fees(3)
2,112
 1,980
All other fees(4)
189
 548
Total$11,701
 $11,092
(1)Includes $69,702 and $66,383 paid for audit services to AB Holding in 2023 and 2022, respectively.

(1)Includes $57,010 and $55,606 paid for audit services to AB Holding in 2017 and 2016, 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 in 2017 and 2016 consisted of miscellaneous non-audit services.

(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 consist primarily of miscellaneous non-audit services in 2023 and due diligence tax and audit services in 2022.
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.


2023 Annual Report161

Table of Contents
PART
Part IV
Item 15. Exhibits, Financial Statement Schedules

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

(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, 2017, 20162023, 2022 and 2015.2021.

(b)Exhibits.

(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:
ExhibitDescription
ExhibitDescription
3.01
AllianceBernstein Corporation By-Laws with amendments through November 20, 2015.September 21, 2022 (incorporated by reference to Ex. 3.01 to Form 10-K for the fiscal year ended December 31, 2022, as filed February 10, 2023).
3.02
Amended and Restated Certificate of Limited Partnership dated February 24, 2006 of AB Holding (incorporated(incorporated by reference to Exhibit Ex. 99.06 to Form 8-K, as filed February 24, 2006)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 ExhibitEx. 3.1 to Form 10-Q for the quarterly periodfiscal 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 ExhibitEx. 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 ExhibitEx. 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 ExhibitEx. 3.2 to Form 10-Q for the quarterly periodfiscal 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 ExhibitEx. 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 ExhibitEx. 99.08 to Form 8-K, as filed February 24, 2006).
10.01
4.01
AmendmentDescription of AB Holding Units and AB Units.
10.01
AllianceBernstein 2023 Incentive Compensation Award Program.*
10.02
AllianceBernstein 2023 Deferred Cash Compensation Program.*
10.03
Form of Award Agreement, dated as of February 6, 2018, between James A. Gingrich and AB to amend the Letter Agreement, dated as of February 13, 2017, between Mr. Gingrich and AB.*December 31, 202
10.02
AllianceBernstein 2017 Incentive Compensation Award Program.*
3
10.03
AllianceBernstein 2017 Deferred Cash Compensation Program.*
10.04
Form of Award Agreement, under Incentive Compensation Award Program, Deferred Cash Compensation Program and AB 2017 Long Term Incentive Plan.*
10.05
10.04
Form of Award Agreement dated as of November 14, 2017, under AB 2017 Long Term Incentive Plan relating to equity compensation awards to EligibleIndependent Directors.*
10.06
10.05
AB 2017 Long Term Incentive Plan.*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.
162AllianceBernstein
Table of Contents
Part IV
ExhibitDescription
10.07
10.08
10.09
10.10
Transaction Agreement, dated as of May 16, 2017,March 17, 2022, by and among Robert B. Zoellick,CarVal Investors, AB Holding and AB Holding, under 2010 Long Term Incentive Plan.*(incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2022, as filed April 29, 2022).
10.08
10.11
AwardAmendment to the Profit Sharing Plan for Employees of AllianceBernstein L.P., dated as of June 28, 2022(incorporated by reference to Exhibit 10.09 to Form 10-K for the fiscal year ended December 31, 2022, as filed February 10, 2023).*
10.12
Amendment No. 1 to the Restated Revolving Credit Agreement, originally dated October 13, 2021, amended February 9, 2023.
10.13
AllianceBernstein Change in Control Plan for Executive Officers (incorporated by reference to Exhibit 99.01 to Form 8-K, as filed December 14, 2020).*
10.14
Amendment No. 2 to Seth Bernstein's Employment Agreement (incorporated by reference to Ex. 10.1 to Form 8-K, as filed December 19, 2019).*
10.15
Credit Agreement dated as of May 16, 2017, among Seth P. Bernstein, ABNovember 4, 2019 between AllianceBernstein L.P., as borrower, and AB Holding, under 2010 Long Term Incentive Plan.*Equitable Holdings, Inc., as lender (incorporated by reference to Ex. 10.01 to Form 8-K, as filed November 4, 2019).
10.09
10.16
Amendment to Seth Bernstein's Employment Agreement (incorporated by reference to Ex. 10.01 to Form of Award10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).*
10.17
Jackie Marks' Letter Agreement dated as of May 16, 2017, under 2010 Long Term Incentive Plan relating to equity compensation awards to Eligible Directors.*December 20, 2023.
10.10
10.18
Bill Siemers Retirement Agreement dated January 9, 2024.
10.19
Amendment to the Retirement Plan for Employees of AllianceBernstein L.P., dated as of May 16, 2017 and effective as of JanuaryApril 1, 2008.*
10.11
Summary of AB's Lease at 1345 Avenue of the Americas, New York, NY 10105.
10.12
Guidelines for Transfer of AB Units.

10.13
Amendment No. 1 to Revolving Credit Agreement, dated as of November 29, 2017, with AB and SCB LLC as Borrowers, the Industrial and Commercial Bank of China Limited, New York Branch, as Administrative Agent and the other lending institutions that may be party thereto2018 (incorporated by reference to Exhibit 10.02Ex. 10.11 to Form 8-K,10-K for the fiscal year ended December 31, 2018, as filed December 4, 2017)February 13, 2019).*
10.14
10.20
Letter Agreement between Robert B. Zoellick andAmendment to the Profit Sharing Plan for Employees of AllianceBernstein Corporation relating to Mr. Zoellick's ServiceL.P., dated as Non-Executive Chairman of the BoardApril 1, 2018 (incorporated by reference to Exhibit 10.1Ex. 10.12 to Form 8-K,10-K for the fiscal year ended December 31, 2018, as filed May 1, 2017)February 13, 2019).*
10.15
10.21
Letter Agreement among Peter S. Kraus, AB AB Holding and AllianceBernstein Corporation relating to Cooperation by Mr. Kraus in Transition of his Duties2017 Long Term Incentive Plan (incorporated by reference to Exhibit 10.2Ex. 10.06 to Form 8-K,10-K for the fiscal year ended December 31, 2017, as filed May 1, 2017)February 13, 2018).*
10.16
10.22
Employment Agreement among Seth P. Bernstein, AB, AB Holding and AllianceBernstein Corporation (incorporated by reference to ExhibitEx. 10.3 to Form 10-K, as filed May 1, 2017).*
10.17
Agreement between Peter S. Kraus and AXA America Holdings, Inc. relating to Purchase and Sale of AB Holding Units (incorporated by reference to Exhibit 10.4 to Form 8-K, as filed May 1, 2017).*
10.18
10.23
Award Letter among James A. Gingrich, AB and AB Holding (incorporated by reference to Exhibit 10.01 to Form 10-K for the fiscal year ended December 31, 2016, as filed February 14, 2017).*
10.19
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 ExhibitEx. 10.06 to Form 10-K for the fiscal year ended December 31, 2016,2017, as filed February 14, 2017)13, 2018).*
10.20
10.24
Revolving Credit Agreement, dated as of December 1, 2016, with AB and SCB LLC as Borrowers, the Industrial and Commercial Bank of China as Administrative Agent and the other lending institutions that may be party thereto (incorporated by reference to Exhibit 10.01 to Form 8-K, as filed December 5, 2016).
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 ExhibitEx. 10.05 to Form 10-K thefor the fiscal year ended December 31, 2015, as filed February 11, 2016).*
10.22
10.25
Amendment and Restatement of the Retirement Plan for Employees of AB, as of January 1, 2015 (incorporated by reference to ExhibitEx. 10.06 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).*
2023 Annual Report163
Table of Contents
Part IV
ExhibitDescription
10.23
10.26
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 ExhibitEx. 10.08 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).
10.24
10.27
Commercial Paper Dealer Agreement 4(a)(2) Program, dated as of JuneNovember 1, 2015,2023, between AllianceBernstein L.P., as Issuer, and Credit Suisse Securities (USA) LLC,Barclays Capital Inc., as Dealer.(incorporated by reference to Exhibit 10.09 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).
10.25
10.28
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.(incorporatedDealer (incorporated by reference to ExhibitEx. 10.10 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).
10.26
10.29
AllianceBernstein L.P. 2010 Long Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.03 to Form 10-K for the fiscal year ended December 31, 2014, as filed February 12, 2015.)*
10.27
Revolving Credit Agreement, dated as of December 9, 2010, Amended and Restated as of January 17, 2012 and Further Amended and Restated as of October 22, 2014, among AB and SCB LLC, as Borrowers; Bank of America, N.A., as Administrative Agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and HSBC Securities (USA) Inc., as Joint Lead Arrangers and Joint Book Managers, and the other lenders party thereto (incorporated by reference to Exhibit 10.01 to Form 8-K, as filed October 24, 2014).
10.28
Employment Agreement among Peter S. Kraus, AllianceBernstein Corporation, AB Holding and AB, dated as of June 21, 2012 (incorporated by reference to Exhibit 99.01 to Form 8-K/A, as filed June 26, 2012).*
10.29
Amendment No. 1 to Employment Agreement dated as of December 19, 2008 among Peter S. Kraus, AllianceBernstein Corporation, AB Holding and AB, dated as of June 21, 2012 (incorporated by reference to Exhibit 99.02 to Form 8-K, as filed June 21, 2012).*
10.30
Form of Award Agreement under the Special Option Program (incorporated by reference to Exhibit 10.07 to Form 10-K for the fiscal year ended December 31, 2008, as filed February 23, 2009).*
10.31
Investment Advisory and Management Agreement for the General Account of AXA Equitable Financial Life Insurance Company (incorporated by reference to ExhibitEx. 10.5 to Form 10-K for the fiscal year ended December 31, 2004, as filed March 15, 2005).
10.32
10.30
Amended and Restated Investment Advisory and Management Agreement dated January 1, 1999 among AB Holding, Alliance Corporate Finance Group Incorporated, and AXA Equitable Financial Life Insurance Company (incorporated by reference to ExhibitEx. (a)(6) to Form 10-Q/A for the quarterly periodfiscal quarter ended September 30, 1999, as filed on September 28, 2000).

12.01
AB Consolidated Ratio of Earnings to Fixed Charges in respect of the years ended December 31, 2017, 2016 and 2015.
21.01
Subsidiaries of AB.
23.01
ConsentConsents 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. BernsteinBill Siemers furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01
Certification of Mr. KrausSeth 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. WeisenseelBill Siemers 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.INS97.01
Policy Relating to Recovery of Erroneously Awarded Incentive-based Compensation.
101.INSXBRL Instance Document.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 Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included in Exhibit 101).
*Denotes a compensatory plan or arrangement



Item 16. Form 10-K Summary

None.
Not applicable.

164AllianceBernstein
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.
AllianceBernstein L.P.
Date: February 13, 20189, 2024By:/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 9, 2024/s/ Bill Siemers
Bill Siemers
Interim Chief Financial Officer

Date: February 9, 2024/s/ Thomas Simeone
Thomas Simeone
Controller & Chief Accounting Officer
2023 Annual Report165
Table of Contents
Directors
/s/ Seth Bernstein/s/ Joan Lamm-Tennant
Seth BernsteinJoan Lamm-Tennant
Date: February 13, 2018President & Chief Executive Officer/s/ John C. WeisenseelChair of the Board
/s/ Jeffrey HurdJohn C. Weisenseel/s/ Daniel Kaye
Jeffrey HurdDaniel Kaye
DirectorChief Financial OfficerDirector
/s/ Nick Lane/s/ Das Narayandas
Nick LaneDas Narayandas
DirectorDirector
/s/ Mark Pearson/s/ Charles Stonehill
Mark PearsonCharles Stonehill
DirectorDirector
/s/ Todd Walthall
Todd Walthall
Director
166
Date: February 13, 2018/s/ Edward J. Farrell
Edward J. Farrell
Chief Accounting OfficerAllianceBernstein

Directors
Table of Contents
/s/ Seth P. Bernstein/s/ Robert B. Zoellick
Seth P. BernsteinRobert B. Zoellick
President and Chief Executive OfficerChairman of the Board
/s/ Paul L. Audet/s/ Ramon de Oliveira
Paul L. AudetRamon de Oliveira
DirectorDirector
/s/ Denis Duverne/s/ Barbara Fallon-Walsh
Denis DuverneBarbara Fallon-Walsh
DirectorDirector
/s/ Daniel G. Kaye/s/ Shelley B. Leibowitz
Daniel G. KayeShelley B. Leibowitz
DirectorDirector
/s/ Anders Malmstrom/s/ Das Narayandas
Anders MalmstromDas Narayandas
DirectorDirector
/s/ Mark Pearson
Mark Pearson
Director

SCHEDULE I III
AllianceBernstein L.P.
Valuation and Qualifying Account - Allowance for Doubtful Accounts
For the Three Years Ending December 31, 2017, 20162023, 2022 and 20152021
DescriptionBalance at Beginning
of Period		Credited to
Costs and
Expenses		DeductionsBalance at End
of Period
 (in thousands)
For the year ended December 31, 2023$232 $72 $5 (a)$299 
For the year ended December 31, 2022$328 $— $96 (b)$232 
For the year ended December 31, 2021$311 $— $(17)(c)$328 
(a)Includes accounts written-off as uncollectible of $5.
(b)Includes accounts written-off as uncollectible of $96.
(c)Includes a net addition to the allowance balance of $28 and accounts written-off as uncollectible of $11.
Description 
Balance at Beginning
of Period
 
Credited to
Costs and
Expenses
 Deductions   
Balance at End
of Period
  (in thousands)
For the year ended December 31, 2015 $725
 $100
 $273
 (a) $552
           
For the year ended December 31, 2016 $552
 $—
 $39
 (b) $513
           
For the year ended December 31, 2017 $513
 $150
 $252
 (c) $411
(a)2023 Annual Report
Includes accounts written-off as uncollectible of $273.
167
(b)Includes accounts written-off as uncollectible of $39.
(c)Includes accounts written-off as uncollectible of $252.

153