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 ~~an international group of insurance and related~~the AXA Group, a worldwide leader in financial ~~services companies engaged in the financial protection and wealth management businesses. AXA’s operations are diverse geographically, with major operations~~protection. AXA operates primarily in Europe, North America, ~~and~~ 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~~Life and ~~savings, property~~Savings, Property and ~~casualty, international insurance, asset management~~Casualty, International Insurance, Asset Management and ~~banking.~~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 Financial” – AXA Financial, Inc. (Delaware corporation), a subsidiary of AXA.

“Bernstein Transaction” – ~~on October 2, 2000, AB’s~~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.~~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.

“WPS Acquisition” – ~~on December 12, 2013, AB acquired~~AB's acquisition of W.P. Stewart & Co., Ltd. (“WPS”), a concentrated growth equity investment ~~manager.~~

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, as of December 31, ~~2014,~~2015, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Qatar, Russia, South Africa, South Korea, Taiwan, Thailand, Turkey and ~~Turkey.~~the United Arab Emirates.

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

As of December 31, 2015, 2014 and 2013, ~~and 2012,~~ our ~~client assets under management (“~~AUM”) were $467 billion, $474 billion ~~$450 billion~~ and ~~$430~~$450 billion, respectively, and our net revenues for the years ended December 31, 2015, 2014 ~~2013~~ and ~~2012~~2013 were $3.0 billion, $3.0 billion and $2.9 billion, ~~and $2.7 billion,~~ respectively.AXA, our parent company, and its subsidiaries, whose AUM consist primarily of fixed income investments, together constitute our largest client. Our affiliates represented approximately ~~23%~~24%, 23% and ~~25%~~23% of our AUM as of December 31, 2015, 2014 ~~2013~~ and ~~2012,~~2013, respectively, and we earned approximately 5%~~, 5% and 4%~~ of our net revenues from services we provided to our affiliates in each of 2015, 2014 and 2013, ~~and 2012,~~ respectively. 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.

Our high-quality, in-depth research is the foundation of our business. 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 and alternative investments.

Our broad range of investment services includes:


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

Our services span various investment disciplines, including market capitalization (e.g., large-, mid- 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.

Our AUM by client domicile and investment service as of December 31, 2015, 2014 ~~2013~~ and ~~2012~~2013 were as follows:

By Client Domicile ($ in billions):

By Investment Service ($ in billions):

~~To these~~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, ~~we offer~~ separately-managed accounts, sub-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 ~~client~~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.

AXA and its subsidiaries together constitute our largest institutional client. ~~Their~~AXA's AUM accounted for approximately ~~32%~~33%, ~~31%~~32% and ~~35%~~31% of our institutional AUM as of December 31, 2015, 2014 ~~2013~~ and ~~2012,~~2013, respectively, and approximately ~~22%~~26%, 22% and ~~17%~~22% of our institutional revenues for 2015, 2014 ~~2013~~ and ~~2012,~~2013, respectively. No single institutional client other than AXA and its subsidiaries accounted for more than approximately 1% of our net revenues for the year ended December 31, ~~2014.~~2015.

As of December 31, 2015, 2014 ~~2013~~ and ~~2012,~~2013, Institutional Services represented approximately ~~50%~~51%, 50% and ~~51%~~50%, respectively, of our AUM, and the fees we earned from providing these services represented approximately 14%, ~~15%~~14% and ~~18%~~15% of our net revenues for 2015, 2014 ~~2013~~ and ~~2012,~~2013, respectively. Our AUM and revenues are as follows:



	December 31,						% Change
	2015		2014		2013		2015-14		2014-13
	(in millions)
Equity Actively Managed:
U.S.	$	9,156	$	9,631	$	8,438	(4.9	)%	14.1	%
Global & Non-US	16,705		19,522		21,100		(14.4	)	(7.5	)
Total	25,861		29,153		29,538		(11.3	)	(1.3	)
Equity Passively Managed⁽¹⁾:
U.S.	15,573		16,196		14,111		(3.8	)	14.8
Global & Non-US	4,250		5,818		6,555		(27.0	)	(11.2	)
Total	19,823		22,014		20,666		(10.0	)	6.5
Total Equity	45,684		51,167		50,204		(10.7	)	1.9
Fixed Income Taxable:
U.S.	88,997		84,079		81,823		5.8		2.8
Global & Non-US	54,897		64,086		58,647		(14.3	)	9.3
Total	143,894		148,165		140,470		(2.9	)	5.5
Fixed Income Tax-Exempt:
U.S.	1,920		1,796		1,611		6.9		11.5
Global & Non-US	—		—		—		—		—
Total	1,920		1,796		1,611		6.9		11.5
Fixed Income Passively Managed⁽¹⁾:
U.S.	64		67		63		(4.5	)	6.3
Global & Non-US	18		185		194		(90.3	)	(4.6	)
Total	82		252		257		(67.5	)	(1.9	)
Total Fixed Income	145,896		150,213		142,338		(2.9	)	5.5
Other⁽²⁾:
U.S.	2,939		2,268		1,211		29.6		87.3
Global & Non-US	41,683		33,393		32,237		24.8		3.6
Total	44,622		35,661		33,448		25.1		6.6
Total:
U.S.	118,649		114,037		107,257		4.0		6.3
Global & Non-US	117,553		123,004		118,733		(4.4	)	3.6
Total	$	236,202	$	237,041	$	225,990	(0.4	)	4.9
Affiliated	$	78,048	$	75,241	$	69,619	3.7		8.1
Non-affiliated	158,154		161,800		156,371		(2.3	)	3.5
Total	$	236,202	$	237,041	$	225,990	(0.4	)	4.9



	Years Ended December 31,						% Change
	2015		2014		2013		2015-14		2014-13
	(in thousands)
Equity Actively Managed:
U.S.	$	54,150	$	54,176	$	48,328	—	%	12.1	%
Global & Non-US	88,096		88,777		98,552		(0.8	)	(9.9	)
Total	142,246		142,953		146,880		(0.5	)	(2.7	)
Equity Passively Managed⁽¹⁾:
U.S.	2,824		2,841		2,720		(0.6	)	4.4
Global & Non-US	4,295		4,333		5,359		(0.9	)	(19.1	)
Total	7,119		7,174		8,079		(0.8	)	(11.2	)
Total Equity	149,365		150,127		154,959		(0.5	)	(3.1	)
Fixed Income Taxable:
U.S.	94,272		92,250		96,125		2.2		(4.0	)
Global & Non-US	125,888		125,596		117,041		0.2		7.3
Total	220,160		217,846		213,166		1.1		2.2
Fixed Income Tax-Exempt:
U.S.	2,361		2,250		1,993		4.9		12.9
Global & Non-US	—		—		—		—		—
Total	2,361		2,250		1,993		4.9		12.9
Fixed Income Passively Managed⁽¹⁾:
U.S.	68		69		76		(1.4	)	(9.2	)
Global & Non-US	81		142		227		(43.0	)	(37.4	)
Total	149		211		303		(29.4	)	(30.4	)
Fixed Income Servicing⁽²⁾:
U.S.	13,510		11,468		14,051		17.8		(18.4	)
Global & Non-US	1,715		2,011		1,789		(14.7	)	12.4
Total	15,225		13,479		15,840		13.0		(14.9	)
Total Fixed Income	237,895		233,786		231,302		1.8		1.1
Other⁽³⁾:
U.S.	23,130		18,643		11,952		24.1		56.0
Global & Non-US	24,070		30,551		39,895		(21.2	)	(23.4	)
Total	47,200		49,194		51,847		(4.1	)	(5.1	)

Total Investment Advisory and Services Fees:
U.S.	190,315		181,697		175,245		4.7		3.7
Global & Non-US	244,145		251,410		262,863		(2.9	)	(4.4	)
	434,460		433,107		438,108		0.3		(1.1	)
Distribution Revenues	248		340		305		(27.1	)	11.5
Shareholder Servicing Fees	497		634		533		(21.6	)	18.9
Total	$	435,205	$	434,081	$	438,946	0.3		(1.1	)
Affiliated	$	113,162	$	95,231	$	96,729	18.8		(1.5	)
Non-affiliated	322,043		338,850		342,217		(5.0	)	(1.0	)
Total	$	435,205	$	434,081	$	438,946	0.3		(1.1	)

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

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

Fees paid by the U.S. Funds are reflected in the applicable investment management agreement, which generally must be approved annually by the boards of directors or trustees of those funds, including by a majority 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 partyat any time upon 60 days’ notice.

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

The mutual funds we sub-advise for AXA and its subsidiaries together constitute our largest retail client. They accounted for approximately ~~21%~~22%, ~~23%~~21% and ~~20%~~23% of our retail AUM as of December 31, 2015, 2014 ~~2013~~ and ~~2012,~~2013, respectively, and approximately 3%, 2%3% and 3%2% of our retail net revenues ~~for~~as of 2015, 2014 ~~2013~~ and ~~2012,~~2013, respectively.

Certain subsidiaries of AXA, including AXA Advisors, LLC (“AXA Advisors”), a subsidiary of AXA Financial, were responsible for approximately 3%4%, 2%3% and 4%2% of total sales of shares of open-end AB Funds in 2015, 2014 and 2013, ~~and 2012,~~ respectively. ~~During 2014,~~ UBS AG was responsible for approximately 8%, 11% and 12% of our open-end AB Fund ~~sales.~~sales in 2015, 2014 and 2013, respectively. Neither our affiliates nor UBS AG 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”). 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, ~~2014,~~2015, retail U.S. Fund AUM were approximately ~~$49~~$45 billion, or ~~30%~~29% of retail AUM, as compared to $49 billion, or 30%, as of December 31, 2014, and $47 billion, or 31%, as of December 31, ~~2013, and $45 billion, or 31%, as of December 31, 2012.~~2013. Non-U.S. Fund AUM, as of December 31, ~~2014,~~2015, totaled ~~$57~~$52 billion, or ~~36%~~33% of retail AUM, as compared to $57 billion, or 36%, as of December 31, 2014, and $56 billion, or 36%, as of December 31, ~~2013, and $60 billion, or 42%, as of December 31, 2012.~~2013.

Our Retail Services represented approximately 33%, 34% and 34% of our AUM as of ~~each of~~ December 31, 2015, 2014 and 2013, ~~and 2012,~~respectively, and the fees we earned from providing these services represented approximately ~~46%~~45%, ~~47%~~46% and ~~44%~~47% of our net revenues for the years ended December 31, 2015, 2014 ~~2013~~ and ~~2012,~~2013, respectively. Our AUM and revenues are as follows:



	December 31,						% Change
	2015		2014		2013		2015-14		2014-13
	(in millions)
Equity Actively Managed:
U.S.	$	31,481	$	29,449	$	27,656	6.9	%	6.5	%
Global & Non-US	14,810		15,920		13,997		(7.0	)	13.7
Total	46,291		45,369		41,653		2.0		8.9
Equity Passively Managed⁽¹⁾:
U.S.	19,483		21,268		21,514		(8.4	)	(1.1	)
Global & Non-US	6,664		6,600		6,615		1.0		(0.2	)
Total	26,147		27,868		28,129		(6.2	)	(0.9	)
Total Equity	72,438		73,237		69,782		(1.1	)	5.0

Fixed Income Taxable:
U.S.	5,905		5,934		4,597		(0.5	)	29.1
Global & Non-US	47,891		55,059		56,304		(13.0	)	(2.2	)
Total	53,796		60,993		60,901		(11.8	)	0.2
Fixed Income Tax-Exempt:
U.S.	11,601		10,432		8,243		11.2		26.6
Global & Non-US	12		14		14		(14.3	)	—
Total	11,613		10,446		8,257		11.2		26.5
Fixed Income Passively Managed⁽¹⁾:
U.S.	5,010		4,917		4,531		1.9		8.5
Global & Non-US	4,492		4,483		4,179		0.2		7.3
Total	9,502		9,400		8,710		1.1		7.9
Total Fixed Income	74,911		80,839		77,868		(7.3	)	3.8
Other⁽²⁾:
U.S.	5,116		5,349		3,208		(4.4	)	66.7
Global & Non-US	1,903		2,072		2,132		(8.2	)	(2.8	)
Total	7,019		7,421		5,340		(5.4	)	39.0
Total:
U.S.	78,596		77,349		69,749		1.6		10.9
Global & Non-US	75,772		84,148		83,241		(10.0	)	1.1
Total	$	154,368	$	161,497	$	152,990	(4.4	)	5.6
Affiliated	$	33,364	$	34,693	$	35,194	(3.8	)	(1.4	)
Non-affiliated	121,004		126,804		117,796		(4.6	)	7.6
Total	$	154,368	$	161,497	$	152,990	(4.4	)	5.6



	Years Ended December 31,						% Change
	2015		2014		2013		2015-14		2014-13
	(in thousands)
Equity Actively Managed:
U.S.	$	184,904	$	182,008	$	134,311	1.6	%	35.5	%
Global & Non-US	105,768		94,491		96,338		11.9		(1.9	)
Total	290,672		276,499		230,649		5.1		19.9
Equity Passively Managed⁽¹⁾:
U.S.	8,188		10,066		10,957		(18.7	)	(8.1	)
Global & Non-US	5,268		6,924		4,670		(23.9	)	48.3
Total	13,456		16,990		15,627		(20.8	)	8.7
Total Equity	304,128		293,489		246,276		3.6		19.2
Fixed Income Taxable:
U.S.	20,294		20,680		16,074		(1.9	)	28.7
Global & Non-US	393,315		429,409		483,171		(8.4	)	(11.1	)
Total	413,609		450,089		499,245		(8.1	)	(9.8	)
Fixed Income Tax-Exempt:
U.S.	44,916		38,317		35,993		17.2		6.5
Global & Non-US	73		78		78		(6.4	)	—
Total	44,989		38,395		36,071		17.2		6.4
Fixed Income Passively Managed⁽¹⁾:
U.S.	5,663		2,836		2,153		99.7		31.7
Global & Non-US	8,201		8,438		8,605		(2.8	)	(1.9	)
Total	13,864		11,274		10,758		23.0		4.8
Total Fixed Income	472,462		499,758		546,074		(5.5	)	(8.5	)
Other⁽²⁾:
U.S.	71,129		64,452		22,819		10.4		182.4
Global & Non-US	8,334		9,277		9,785		(10.2	)	(5.2	)
Total	79,463		73,729		32,604		7.8		126.1
Total Investment Advisory and Services Fees:
U.S.	335,094		318,359		222,307		5.3		43.2
Global & Non-US	520,959		548,617		602,647		(5.0	)	(9.0	)
	856,053		866,976		824,954		(1.3	)	5.1
Distribution Revenues	423,410		440,961		461,944		(4.0	)	(4.5	)
Shareholder Servicing Fees	83,078		89,198		89,472		(6.9	)	(0.3	)
Total	$	1,362,541	$	1,397,135	$	1,376,370	(2.5	)	1.5
Affiliated	$	47,663	$	47,910	$	43,264	(0.5	)	10.7
Non-affiliated	1,314,878		1,349,225		1,333,106		(2.5	)	1.2
Total	$	1,362,541	$	1,397,135	$	1,376,370	(2.5	)	1.5

ToWe 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, ~~(including most institutions for which we manage accounts with less than $25 million in AUM), we offer~~ 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 ~~consent of the client.~~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.

~~As of December 31, 2014, 2013 and 2012,~~Our Private Wealth Services represented approximately 16%~~, 16% and 15%, respectively,~~ of our AUM as of each of December 31, 2015, 2014 and 2013, and the fees we earned from providing these services represented approximately ~~22%~~23%, ~~20%~~22% and ~~21%~~20% of our net revenues for 2015, 2014 ~~2013~~ and ~~2012,~~2013, respectively. Our AUM and revenues are as follows:



	December 31,						% Change
	2015		2014		2013		2015-14		2014-13
	(in millions)
Equity Actively Managed:
U.S.	$	22,873	$	22,842	$	21,620	0.1	%	5.7	%
Global & Non-US	15,595		15,125		15,003		3.1		0.8
Total	38,468		37,967		36,623		1.3		3.7

Equity Passively Managed⁽¹⁾:
U.S.	177		172		83		2.9		107.2
Global & Non-US	210		402		397		(47.8	)	1.3
Total	387		574		480		(32.6	)	19.6

Total Equity	38,855		38,541		37,103		0.8		3.9

Fixed Income Taxable:
U.S.	6,742		7,396		7,468		(8.8	)	(1.0	)
Global & Non-US	3,053		2,871		2,128		6.3		34.9
Total	9,795		10,267		9,596		(4.6	)	7.0

Fixed Income Tax-Exempt:
U.S.	19,973		19,401		18,843		2.9		3.0
Global & Non-US	3		3		2		—		50.0
Total	19,976		19,404		18,845		2.9		3.0

Fixed Income Passively Managed⁽¹⁾:
U.S.	4		5		11		(20.0	)	(54.5	)
Global & Non-US	372		402		357		(7.5	)	12.6
Total	376		407		368		(7.6	)	10.6

Total Fixed Income	30,147		30,078		28,809		0.2		4.4

Other⁽²⁾:
U.S.	2,439		1,902		1,375		28.2		38.3
Global & Non-US	5,429		4,968		4,144		9.3		19.9
Total	7,868		6,870		5,519		14.5		24.5

Total:
U.S.	52,208		51,718		49,400		0.9		4.7
Global & Non-US	24,662		23,771		22,031		3.7		7.9
Total	$	76,870	$	75,489	$	71,431	1.8		5.7



	Years Ended December 31,						% Change
	2015		2014		2013		2015-14		2014-13
	(in thousands)
Equity Actively Managed:
U.S.	$	260,997	$	250,415	$	211,927	4.2	%	18.2	%
Global & Non-US	170,810		169,472		153,062		0.8		10.7
Total	431,807		419,887		364,989		2.8		15.0
Equity Passively Managed⁽¹⁾:
U.S.	1,229		695		316		76.8		119.9
Global & Non-US	834		1,839		1,800		(54.6	)	2.2
Total	2,063		2,534		2,116		(18.6	)	19.8
Total Equity	433,870		422,421		367,105		2.7		15.1
Fixed Income Taxable:
U.S.	36,748		39,811		44,260		(7.7	)	(10.1	)
Global & Non-US	20,429		15,778		13,029		29.5		21.1
Total	57,177		55,589		57,289		2.9		(3.0	)
Fixed Income Tax-Exempt:
U.S.	106,161		102,509		104,867		3.6		(2.2	)
Global & Non-US	35		27		18		29.6		50.0
Total	106,196		102,536		104,885		3.6		(2.2	)
Fixed Income Passively Managed⁽¹⁾:
U.S.	11		9		88		22.2		(89.8	)
Global & Non-US	4,299		3,446		3,105		24.8		11.0
Total	4,310		3,455		3,193		24.7		8.2
Total Fixed Income	167,683		161,580		165,367		3.8		(2.3	)
Other⁽²⁾:
U.S.	22,177		16,566		12,699		33.9		30.5
Global & Non-US	59,594		57,600		40,872		3.5		40.9
Total	81,771		74,166		53,571		10.3		38.4
Total Investment Advisory and Services Fees:
U.S.	427,323		410,005		374,157		4.2		9.6
Global & Non-US	256,001		248,162		211,886		3.2		17.1
Total	683,324		658,167		586,043		3.8		12.3
Distribution Revenues	3,498		3,669		3,175		(4.7	)	15.6
Shareholder Servicing Fees	3,031		2,488		2,140		21.8		16.3
Total	$	689,853	$	664,324	$	591,358	3.8		12.3

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 ~~Europe, Asia,~~and in other major markets around the ~~Middle East~~world, through our trading professionals, who primarily are based in New York, London and ~~Canada, through various subsidiaries, including Sanford C. Bernstein & Co., LLC (“SCB LLC”), Sanford C. Bernstein Limited~~Hong Kong, and ~~Sanford C. Bernstein (Hong Kong) Limited (collectively, “SCB”). Our~~our sell-side analysts, who provide fundamental company and industry research along with quantitative research into securities valuation and factors affecting stock-price ~~movements, are consistently among the highest ranked research analysts in industry surveys conducted by third-party organizations.~~movements.

We earn revenues for providing investment research to, and executing brokerage transactions for, institutional clients. These clients compensate us principally by directing ~~SCB~~us to execute brokerage transactions on their behalf, for which we earn commissions. These services accounted for approximately 16%, ~~15%~~16% and 15% of our net revenues for the years ended December 31, 2015, 2014 ~~2013~~ and ~~2012,~~2013, respectively.

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

Our Bernstein Research Services revenues are as follows:



	Years Ended December 31,						% Change
	2015		2014		2013		2015-14		2014-13
	(in thousands)
Bernstein Research Services	$	493,463	$	482,538	$	445,083	2.3	%	8.4	%

~~SCB LLC~~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.

As of December 31, ~~2014,~~2015, our firm had ~~3,487~~3,600 full-time employees, representing a ~~5.8%~~3.2% increase compared to the end of ~~2013.~~2014. We consider our employee relations to be good.

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”. The ~~[A/B]~~ logoset forth below and “Ahead of Tomorrow” are service marks of ~~AB.~~AB:

In January 2015, we established two new brand identities. Although the legal names of our corporate entities ~~have~~did not ~~changed,~~change, our company, and our Institutions and Retail businesses, now are referred to as “AB”. Private Wealth Management and Bernstein Research Services now are referred to as “AB Bernstein”. Also, we adopted the ~~[A/B]~~ logo and “Ahead of Tomorrow” service marks 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”.

In connection with the WPS Acquisition, we acquired all of the rights in, and title to, the WPS service marks, including the logo “WPSTEWART”. See “W.P. Stewart” in this Item 1 for information regarding the WPS Acquisition.

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.

10

~~Table of Contents~~

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. (“~~ABIS~~”), 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. (“~~AllianceBernstein Investments~~”), 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 ~~where~~in which they operate, including 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. 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 inrelated to our ~~efforts to comply.~~compliance efforts.

AB, AB Holding and their global subsidiaries had no transactions or activities requiring disclosure under the Iran Threat Reduction and Syria Human Rights Act (“Iran 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 ~~where~~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~~"Principal Security ~~Holders”~~Holders" in Item 12.

~~AXA has reported to us that six insurance policies underwritten by one of AXA’s European insurance subsidiaries, AXA France IARD (“AXA France~~”), that were in-force at times during 2014 and potentially came within the scope of the disclosure requirements of the Iran Act, were terminated during 2014. Each of these insurance policies related to property and casualty insurance (homeowners, auto, accident, liability and/or fraud policies) covering property located in France where the insured is a company or other entity that may have direct or indirect ties to the Government of Iran, including Iranian entities designated under Executive Orders 13224 and 13382. AXA France is a French company, based in Paris, which is licensed to operate in France. The annual aggregate revenue AXA derived from these policies was approximately $6,500 and the related net profit, which was difficult to calculate with precision, is estimated to have been $3,250.

AXA also has informed us that AXA Konzern provides car insurance to two diplomats based at the Iranian embassy in Berlin, Germany. The total annual premium of these policies is approximately ~~$600~~$13,000 and the annual net profit arising from these policies, which is difficult to calculate with precision, is estimated to be ~~$300.~~$1,950. 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 cancelled until the policies expire.

11

~~Table of Contents~~

Also, AXA has informed us that AXA Sigorta, a subsidiary of AXA organized under the laws of Turkey, provides car insurance coverage for ~~the~~ 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 cancelled unilaterally. The total annual premium in respect of these policies is approximately ~~$5,100~~$3,150 and the annual net profit, which is difficult to calculate with precision, is estimated to be ~~$2,550. These policies will expire in 2015.~~$473.

In addition, AXA has informed us that AXA Ukraine, an AXA insurance subsidiary, provides car insurance for the Attaché of the Embassy of Iran in Ukraine. Motor liability insurance coverage cannot be cancelled 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.

Lastly, AXA ~~has~~previously informed us about a pension contract that had been in place between a subsidiary in Hong Kong, AXA China Region Trustees Limited (“("AXA CRT”"), and ~~Hong Kong Intertrade Ltd (“HKIL”),~~ an entity ~~that~~listed as a Specially Designated National ("SDN") with the identifier [IRAN] by the Office of Foreign Assets Control ("OFAC"). The pension contract was entered into in May 2012 and the individual enrolled in the pension contract was listed by OFAC ~~has~~as a designated an SDN with the identifier [IRAN]~~. There is only one employee of HKIL (“Employee~~”) enrolled in this pension contract, who himself also has been designated an SDN with the identifier [IRAN]. The pension contract with HKIL was entered into, and the enrollment of the Employee took place, in May 2012. HKIL was first designated an SDN in July 2012 and the Employee was first designated an SDN in May 2013. Local authorities ~~have~~had informed AXA CRT that the pension contract ~~cannot~~could not be cancelled. In May 2015, however, the individual enrolled in the pension contract permanently departed Hong Kong and, as a result, claimed withdrawal of any accrued pension benefits. The annual pension contributions received under this pension contract ~~total~~had totaled approximately $7,800 and the related net profit, which is difficult to calculate with precision, iswas estimated to be ~~$3,900.~~$780.

The aggregate annual premiums for the above-referenced insurance policies and pension contracts isare approximately ~~$44,900,~~$43,700, representing approximately ~~0.00003%~~0.00004% of AXA’s ~~2014~~2015 consolidated revenues, which are likely to be approximately $100 billion. The related net profit, which is difficult to calculate with precision, is estimated to be ~~$22,450,~~$5,416, representing approximately ~~0.0003%~~0.0001% of AXA’s ~~2014~~2015 aggregate net profit.

We have been in the investment research and management business for ~~more than 40~~nearly 50 years. 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 Investor Services, Inc. Bernstein was founded in 1967.

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

In October 1999, AB Holding reorganized by transferring its business and assets to AB, a newly-formed operating partnership, in exchange for all of the AB Units (“Reorganization”). Since the date of the Reorganization, AB has conducted the business formerly conducted by AB Holding and AB Holding’s activities have consisted of owning AB Units and engaging in related 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 ~~and~~investing, tax-exempt fixed income management, and its Private Wealth Management and Bernstein Research Services businesses. For additional details about this business combination, see Note 2 to AB’s consolidated financial statements in Item 8.

As of December 31, ~~2014,~~2015, 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):

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

In addition, AXA and its subsidiaries provide financial services, some of which compete with those we offer. The AB Partnership Agreement specifically allows AXA and its subsidiaries (other than the General Partner) to compete with AB and to ~~exploit~~pursue opportunities that may be available to us. AXA, AXA Financial, AXA Equitable and certain of their respective 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:


Ÿ
•	our investment performance for clients;

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

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.abglobal.com) where the public can view these reports, free of charge, as soon as reasonably practicable after each report is filed with, or furnished to, the SEC. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

On December 12, 2013, we acquired WPS, an equity investment manager that managed, as of December 12, 2013, approximately $2.1 billion in U.S., Global and Europe, Australasia (Australia and New Zealand) and Far East (“EAFE”) concentrated growth equity strategies for its clients, primarily in the U.S. and Europe. On the date of the WPS Acquisition, each of approximately 4.9 million outstanding shares of WPS common stock (other than certain specified shares, as previously disclosed in Amendment No. 2 to Form S-4 filed by AB on November 8, 2013) was converted into the right to receive ~~$12~~$12.00 per share and one transferable contingent value right (“CVRs”) entitling the holders to an additional $4$4.00 per share cash payment if the Assets Under Management (as such term is defined in the Contingent Value Rights Agreement (“CVR Agreement”) dated as of December 12, 2013, a copy of which we filed as Exhibit 4.01 (“Exhibit 4.01”) to our Form 10-K for the year ended December 31, 2013) in the acquired WPS investment services exceed $5 billion on or before December 12, 2016, subject to measurement procedures and limitations set forth in the CVR Agreement. See the definition of AUM Milestone in the CVR Agreement filed as Exhibit 4.01. The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by the full text of the CVR ~~Agreement included as Exhibit 4.01.~~Agreement.

As of December 31, ~~2014,~~2015, the Assets Under Management are approximately ~~$2.6~~$4.0 billion. ~~As noted above, payment pursuant to the CVRs is triggered if Assets Under Management exceed $5 billion on or prior to December 12, 2016, subject to certain measurement procedures and limitations.~~ ~~See the definition of AUM Milestone in Exhibit 4.01~~ ~~for additional information regarding the circumstances that trigger payment pursuant to the CVRs.~~

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.

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:


Ÿ
•	Market Factors. Declining equity markets during the second half of 2015, which resulted from, among other factors, concerns regarding growth in China and other international economies, rapidly declining commodity prices, particularly oil, fixed income market liquidity and a possible slowdown in the rate of growth of the global economy, caused our AUM and revenues to decline. This trend may continue. Additionally, increases in interest rates, particularly if rapid, likely would decrease the total return of many bond investments due to lower market valuations of existing bonds. These factors could have a significant adverse effect on our revenues and results of operations as AUM in our fixed income investments comprise a major component of our total AUM.
•	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 significant shift, which continued in 2015, from active equity investments to passive equity investments, may reduce interest in some of the investment products we offer, and/or clients and prospects may seek investment products that we may not currently offer. Also, the market forces described above and the resulting increased volatility of the securities markets have caused many investors to withdraw assets from riskier asset classes, such as equities and high yield debt, which has resulted in declines in our AUM and net flows. 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 in prospective clients choosing to invest with competitors.

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, would adversely affect our investment advisory and services fees and revenues. A reduction in revenues, without a commensurate reduction in expenses, ~~would~~ adversely ~~affect~~affects our results of operations.

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.

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.

Standard & Poor’s Rating Service and Moody’s Investors Service, Inc. ~~and Fitch Ratings~~ each affirmed AB’s long-term and short-term credit ratings in ~~2014~~2015 and also affirmed its stable outlook. 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.

We derive most of our revenues pursuant to written investment management agreements (or other arrangements) with institutional investors, mutual funds and private wealth clients, and selling and distribution agreements with financial intermediaries that distribute AB Funds. Generally, the investment management agreements (and other arrangements), including our agreements with AXA and its subsidiaries (our largest client), 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 UBS AG, with respect to which UBS AG was responsible for approximately ~~11%~~8% of our open-end AB Fund sales in ~~2014)~~2015) 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 ~~in previous years,~~ some of our ~~equities~~ services ~~have~~may not ~~been~~be considered among the best choices by these consultants. As a result, ~~a number of~~ investment consultants ~~advised~~may advise their clients to move their assets invested with us to other investment advisers, which ~~contributed to~~could result in significant net ~~outflows in such years. This trend may continue.~~outflows.

~~Also,~~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.

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

The market for qualified research analysts, portfolio managers, financial advisors, traders, executive officers and other professionals is extremely competitive and is characterized by frequent movement of these ~~investment~~ professionals among different firms. Portfolio managers, financial advisors and executive officers 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 could have a material adverse effect on our results of operations and business prospects.

Also, 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, in response to recent declines in our AUM and revenues, we are taking steps to reduce costs and will continue to be 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.

We sometimes charge our clients performance-based fees, whereby we charge a base advisory fee and are eligible to earn an additional performance-based fee or incentive allocation that is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. Some performance-based fees include a high-watermark provision, which generally provides that if a client account underperforms relative to its performance target (whether in absolute terms 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 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 ~~approximately 10%~~10.1%, 4.2% and 1.1% of the assets we manage for institutional clients, ~~approximately 4% of the assets we manage for~~ private wealth clients and ~~approximately 1% of the assets we manage for~~ retail clients, respectively (in total, ~~approximately 6%~~6.1% of our AUM). If the percentage of our AUM subject to performance-based fees grows, seasonality and volatility of revenue and earnings are likely to become more significant. Our performance-based fees in 2015, 2014 and 2013 ~~and 2012~~ were $23.7 million, $53.2 million and $53.6 million, ~~and $66.6 million (including $39.6 million pertaining to winding up~~respectively. For 2015, the ~~Public-Private Investment Program (“PPIP”) fund we managed;~~ ~~see “Net Revenues”~~decrease in ~~Item 7), respectively.~~performance-based fees primarily resulted from the fact that major equity markets were down slightly for the year.

Determining whether an impairment of the goodwill asset exists requires management to exercise ~~significant~~a substantial amount of judgment. In addition, to the extent that securities valuations are depressed for prolonged periods of time ~~and~~and/or market conditions ~~deteriorate,~~continue to experience declines commensurate with the second half of 2015 and early in 2016, or if we experience significant net redemptions, our AUM, revenues, profitability and unit price ~~may~~will continue to be adversely affected. Although the price of an AB Holding Unit is just one factor in the calculation of fair value, if ~~current~~ AB Holding Unit price levels continue to 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.

As part of our business strategy, we consider from time to time potential strategic transactions, including acquisitions, dispositions, consolidations, joint ventures and similar transactions, some of which may be material. These transactions, if undertaken, may involve a number of risks and present financial, managerial and operational challenges, including:


Ÿ
•	adverse effects on our earnings if acquired intangible assets or goodwill become impaired;

Acquisitions also pose the risk that any business we acquire may lose customers or employees or could underperform relative to expectations. Additionally, the ~~acquisition~~loss of investment personnel poses the risk that we may lose the AUM we expected to manage, which could adversely affect our results of operations. 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.

Although significant portions of our net revenues and expenses, as well as our AUM, presently are ~~derived from the United States,~~denominated in U.S. dollars, we have subsidiaries and clients outside of the United States with functional currencies other than the U.S. dollar. ~~As a result, fluctuations in exchange rates~~Weakening of these currencies relative to the U.S. dollar adversely affects the value in U.S. dollar terms of our subsidiaries' revenues and

our AUM denominated in these other currencies. Accordingly, fluctuations in U.S. dollar exchange rates may affect our AUM, revenues and reported financial results from one period to the next. ~~For example, the recent significant appreciation in the value of the U.S. dollar has reduced the value of our revenues generated in other currencies.~~

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

We have a seed investment program for the purpose of ~~sponsoring~~building track records and assisting with the marketing initiatives pertaining to our firm's new products. As our new product launches have increased in recent years, so too has our use of seed capital for investment purposes. 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, ~~forward~~forwards and swap 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).

Electronic, or “low-touch”, trading approaches represent a significant percentage of buy-side trading activity and typically produce transaction fees for execution-only services that are ~~a small fraction~~approximately one-third the price of traditional full service fee rates. As a result, blended pricing ~~for the~~throughout our industry ~~and SCB~~ is lower now than it was historically, and price declines may continue. In addition, fee rates we charge and charged by ~~SCB and~~ other brokers for traditional 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. For example, global market volumes have declined in recent years, and we expect this may continue, especially considering recent increases in passive investing.

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 exchanges, would be required to settle open trades of any non-performing counterparty. This exposes us to the mark-to-market adjustment on the trades between trade date and settlement date, which could be significant, especially during periods of severe market volatility. Lastly, our ability to access cash in such situations may be limited by what our liquidity relationships are able to offer us at such times.

We rely on various ~~third party~~ counterparties and other third-party vendors to ~~fulfill their~~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 ~~to us, whether specified by contract, course of dealing or otherwise. Default~~are met. In addition, default rates, downgrades and disputes with counterparties as to the valuation of collateral increase significantly in times of market stress. ~~Furthermore, disruptions~~Disruptions in the financial markets and other economic challenges ~~like those presented by market volatility in October 2014,~~ 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.

Also, weaknesses or failures within a third-party vendor's internal processes or systems can materially disrupt our business operations and third-party vendors may lack the necessary technology 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 harm to our reputation.

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

Extraordinary volatility in financial markets, significant liquidity constraints or our failure to adequately consider one or more factors when determining the fair ~~valuing~~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.

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

We use quantitative models in a variety of our investment services, generally in combination with fundamental research. Our quantitative models are validated by senior quantitative professionals. We have a Model Risk Working Group to formalize and oversee a quantitative model governance framework, including minimum validation standards. However, due to the complexity 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 damage to our reputation.

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.

War, terrorist attack, political unrest, ~~in the Middle East, the Pacific Rim and elsewhere,~~ power failure, climate change, natural disaster and rapid spread of infectious diseases could interrupt our operations by:


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

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 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.

We are highly dependent on software and related technologies throughout our business, including both proprietary systems and those provided by ~~outside~~third-party vendors. We use our technology to, among other things, obtain securities pricing information, process client transactions, and provide reports and other services to our clients. Although we take 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 ~~failures,~~outages, acts of war (cyber or conventional) 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. Accordingly, potential system failures and the cost necessary to correct those failures could have a material adverse effect on our results of operations and business prospects.

In addition, 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.

Also, ~~most~~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.

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.

We can make no assurance that a claim or claims will be covered by our insurance policies or, if covered, will not exceed the limits of available insurance coverage, or that our insurers will remain solvent and meet their obligations.

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.

Moreover, regulators sometimes change their policies or laws in a manner that may make compliance more expensive and/or restrict or otherwise impede our ability to register, market and distribute our investment products.

In addition, ~~there is uncertainty associated with~~pending legislation in the ~~regulatory environments in which we operate,~~U.S. and Europe could pose significant challenges to AB, including ~~uncertainty created~~rules proposed by the ~~enactment and ongoing implementation~~U.S. Department of ~~the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“~~Labor ("~~Dodd-Frank Act~~DOL”") ~~and regulations currently under consideration~~, which are expected to become effective (at least in part) by the ~~European Securities~~end of 2016. If enacted, the DOL's proposed rules, which impose fiduciary duties on financial advisors employed by broker-dealers, who provide investment advice pertaining to roll-overs of 401(k) balances and ~~Markets Authority,~~investments in individual retirement accounts, would change dramatically how investment advice is provided to clients industry-wide and will affect how AB compensates financial intermediaries that sell its mutual funds. The new rules also would adversely affect our ability to distribute our mutual funds to individual retirement accounts through subsidiaries of AXA, including AXA Advisors.

In Europe, the second installment of the Markets in Financial Instruments Directive II (“MiFID II”)~~. Both the Dodd-Frank Act and~~, enactment of which is expected to be delayed until January 1, 2018, would prohibit investment managers from receiving inducements, including research, from broker-dealers, in exchange for securities transaction execution commissions. As a result, MiFID II, ~~may impose additional restrictions and limitations on~~if enacted as currently drafted, could substantially reduce the revenues of our ~~business.~~U.K.-based broker-dealer, which would no longer be compensated for its research through soft-dollar payments by third party buy-side firms. Furthermore, AB's European buy-side subsidiaries could be required to pay hard dollars to purchase research, which would increase our expenses.

~~Changes~~MiFID II, as currently drafted, would permit buy-side firms to purchase research through the ~~rules governing Rule 12b-1 Fees may affect~~use of client-funded research payment accounts. Also, the ~~revenues we derive from our Retail Services.~~

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

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 may 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.

A major factor in our competitive environment is the perception that active equity managers have, on average over the past decade, underperformed passive services, which invest based on market indices rather than individual stock selection. This perception has resulted in significant outflows from actively-managed services and corresponding significant inflows into passive services. In the resulting environment, organic growth through positive net inflows is difficult to achieve for active equity managers, such as AB, and requires taking market share from other active managers.

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 ~~transfers~~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.

There is no public trading market for AB Units and ~~AB does~~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 ~~which~~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 (“Code”), shall be deemed void and shall not be recognized by AB. In addition, AB Units are subject to significant restrictions on transfer, such as obtaining the written consent of AXA Equitable and the General Partner pursuant to the AB Partnership Agreement. Generally, neither AXA Equitable nor the General Partner will permit any transfer that it believes would create a risk that AB would be treated as a corporation for tax purposes. AXA Equitable 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@abglobal.com). Also, we have filed the transfer program as Exhibit ~~10.06~~10.07 to this Form 10-K.

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

AB is a private partnership for federal income tax purposes and, accordingly, is not subject to federal and state corporate income taxes. However, AB is subject to the 4.0% UBT. Domestic corporate subsidiaries of AB, which are subject to federal, state and local income taxes, generally are included in the filing of a consolidated federal income tax return with separate state and local income tax returns being filed. Foreign corporate subsidiaries generally are subject to taxes in the foreign jurisdiction where they are located. If our business increasingly operates in countries other than the U.S., AB’s effective tax rate will increase over time because 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. For information about the significant restrictions on transfer of AB Units, see the risk factor immediately above.

In addition, recent decisions by members of Congress and their staffs regarding the need for fundamental tax reform and possible tax law changes to raise additional revenue have included suggestions that all large partnerships (which would include both AB and AB Holding) should be taxed as ~~corporations. However, we~~corporations and that a process should be implemented to address repatriating the non-U.S. earnings of U.S. companies. We cannot predict whether, or in what form, tax legislation will be proposed in the future and are unable to determine what effect any new legislation might have on us. If our subsidiaries' non-U.S. earnings are repatriated to the U.S. at unfavorable tax rates, our tax liability may increase substantially. Furthermore, if AB Holding and AB were to lose their federal tax status as partnerships, they would be subject to corporate income tax, which would reduce materially their net income and quarterly distributions to Unitholders.

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. As discussed immediately below, the 2015 Act modifies this procedure for fiscal years beginning after December 31, 2017.

Under the 2015 Act, if any audit by the IRS of our income tax returns for any fiscal year 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. Generally, we will have the ability to collect such tax liability from our Unitholders in accordance with their percentage interests during the year under audit, but there can be no assurance that we will elect to do so or be able to do so under all circumstances. If we do not collect such tax liability from our Unitholders in accordance with their percentage interests in the tax year under audit, our net income and the available cash for quarterly distributions to current Unitholders may be substantially reduced. Accordingly, our current Unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if such Unitholders did not own Units during the tax year under audit.

Further guidance from the IRS is expected, which may significantly impact the application of these rules.

Our principal executive offices located at 1345 Avenue of the Americas, New York, New York are occupied pursuant to a lease expiring in 2019 with options to extend to ~~2029 (for more information regarding this lease,~~ ~~see Exhibit 10.07 to this Form 10-K~~).2029. At this location, we currently lease 1,033,984 square feet of space, within which we currently occupy approximately ~~629,258~~599,265 square feet of space and have sub-let approximately ~~404,726~~434,719 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 the WPS Acquisition.

In addition, we lease approximately 263,083 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 ~~102,751~~69,013 square feet of space and have sub-let (or are seeking to sub-let) approximately ~~160,332~~194,070 square feet of space.

~~AllianceBernstein Investments and AllianceBernstein Investor Services~~We also lease 92,067 square feet of space in San Antonio, Texas under a lease expiring in 2019 with options to extend to 2029. At this location, we currently occupy approximately 59,004 square feet of space and have sub-let approximately 33,063 square feet of space.

~~We also~~In addition, we lease space in 1920 other cities in the United States.

Our subsidiaries lease space in 2728 cities outside the United States, the most significant of which are in London, England, under ~~leases~~a lease expiring in 2022, and in Tokyo, Japan, under a lease expiring in 2018. In London, we currently lease ~~98,910~~87,250 square feet of space, within which we currently occupy approximately 54,746 square feet of space and have sub-let (or are seeking to sub-let) approximately ~~44,164~~32,504 square feet of space. In Tokyo, we currently lease and occupy approximately 34,615 square feet of space.

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 ~~such~~these cases, we disclose that we are unable to predict the outcome or estimate a possible loss or range of loss.

22

~~Table of Contents~~

We believe that any losses to Philips resulted from adverse developments in the U.S. housing and mortgage market that precipitated the financial crisis in 2008 and not from any negligence or other failure or malfeasance on our part. We believe that we have strong defenses to these claims, which ~~were~~are set forth in our October 12, 2012 response to the Letter of Claim and our June 27, 2014 Statement of Defence in response to the Claim, and ~~will~~intend to defend this matter vigorously. ~~Currently, we are unable to estimate a reasonably possible range of loss because the matter remains in its early stages.~~

In addition to the Claim discussed immediately above, we are involved in various other matters, including regulatory inquiries, administrative proceedings and litigation, some of which allege significant damages.

In management’s opinion, an adequate accrual has been made as of December 31, ~~2014~~2015 to provide for any probable losses regarding any litigation matters for which we can reasonably estimate an amount of loss. It is reasonably possible that we could incur additional losses pertaining to these matters, but 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 ~~the~~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 operations, financial condition or liquidity in any future reporting period.

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 ~~2014~~2015 and ~~2013~~2014 and the high and low sale prices of AB Holding Units reflected on the NYSE composite transaction tape during ~~2014~~2015 and ~~2013~~2014 are as follows:



	Quarters Ended 2015
	December 31		September 30		June 30		March 31		Total
Cash distributions per AB Unit⁽¹⁾	$	0.56	$	0.50	$	0.54	$	0.51	$	2.11
Cash distributions per AB Holding Unit⁽¹⁾	$	0.50	$	0.43	$	0.48	$	0.45	$	1.86
AB Holding Unit prices:
High	$	27.70	$	30.07	$	32.74	$	31.00
Low	$	21.23	$	22.00	$	28.79	$	24.04



	Quarters Ended 2014
	December 31		September 30		June 30		March 31		Total
Cash distributions per AB Unit⁽¹⁾	$	0.63	$	0.51	$	0.50	$	0.44	$	2.08
Cash distributions per AB Holding Unit⁽¹⁾	$	0.57	$	0.45	$	0.45	$	0.39	$	1.86
AB Holding Unit prices:
High	$	27.39	$	28.18	$	26.69	$	26.00
Low	$	22.40	$	25.00	$	22.71	$	20.98

On December 31, ~~2014,~~2015, the closing price of an AB Holding Unit on the NYSE was ~~$25.83~~$23.85 per Unit and there were ~~957~~915 AB Holding Unitholders of record for approximately ~~80,000~~81,000 beneficial owners. On December 31, ~~2014,~~2015, there were ~~417~~409 AB Unitholders of record, and we do not believe there are substantial additional beneficial owners.

We did not engage in any unregistered sales of our securities during the years ended December 31, 2015, 2014 ~~2013~~ and ~~2012.~~2013.

Each quarter since the third quarter of 2011, AB has implemented plans to repurchase AB Holding Units pursuant to Rule 10b5-1 under the Exchange Act. The plan adopted during the fourth quarter of ~~2014~~2015 expired at the close of business on February ~~11, 2015.~~10, 2016. AB may adopt additional Rule 10b5-1 plans in the future to engage in open-market purchases of AB

Holding Units to help fund anticipated obligations under the firm’s incentive compensation award program and for other corporate purposes. For additional information about Rule 10b5-1 plans, see “Units Outstanding” in Item 7.

AB Holding Units bought by us or one of our affiliates during the fourth quarter of ~~2014~~2015 are as follows:



	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
10/1/15-10/31/15⁽¹⁾⁽²⁾	530,341	$	26.52	—	—
11/1/15-11/30/15⁽²⁾	201,900	25.58		—	—
12/1/15-12/31/15⁽¹⁾⁽²⁾	3,995,806	23.94		—	—
Total	4,728,047	$	24.30	—	—

AB Units bought by us or one of our affiliates during the fourth quarter of ~~2014~~2015 are as follows:

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
10/1/14-10/31/14 — $ — — —
11/1/14-11/30/14⁽¹⁾
6,703 26.61 — —
12/1/14-12/31/14 — — — —
Total 6,703 $ 26.61 — —



	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
10/1/15-10/31/15	—	$	—	—	—
11/1/15-11/30/15	—	—		—	—
12/1/15-12/31/15⁽¹⁾	120	24.43		—	—
Total	120	$	24.43	—	—


(1)	~~On November 21, 2014,~~During December 2015, we purchased ~~6,703~~120 AB Units in private transactions.

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Table of Contents

~~Item 6.~~

Item 6. Selected Financial Data

AllianceBernstein Holding L.P.

Years Ended December 31,
2014 2013 2012 2011 2010
(in thousands, except per unit amounts)
INCOME STATEMENT DATA:
Equity in net income (loss) attributable to AB Unitholders $ 203,277 $ 185,912 $ 70,807 $ (65,581 ) $ 162,217
Income taxes 22,463 20,410 19,722 27,687 28,059
Net income (loss) $ 180,814 $ 165,502 $ 51,085 $ (93,268 ) $ 134,158
Basic net income (loss) per unit $ 1.87 $ 1.72 $ 0.51 $ (0.90 ) $ 1.33
Diluted net income (loss) per unit $ 1.86 $ 1.71 $ 0.51 $ (0.90 ) $ 1.32
CASH DISTRIBUTIONS PER UNIT⁽¹⁾
$ 1.86 $ 1.79 $ 1.23 $ 1.14 $ 1.31
BALANCE SHEET DATA AT PERIOD END:
Total assets $ 1,627,892 $ 1,533,654 $ 1,566,493 $ 1,628,984 $ 1,788,496
Partners’ capital $ 1,627,510 $ 1,532,878 $ 1,560,082 $ 1,626,173 $ 1,787,110



	Years Ended December 31,
	2015		2014		2013		2012		2011
	(in thousands, except per unit amounts)
INCOME STATEMENT DATA:
Equity in net income (loss) attributable to AB Unitholders	$	212,498	$	203,277	$	185,912	$	70,807	$	(65,581	)
Income taxes	24,320		22,463		20,410		19,722		27,687
Net income (loss)	$	188,178	$	180,814	$	165,502	$	51,085	$	(93,268	)
Basic net income (loss) per unit	$	1.89	$	1.87	$	1.72	$	0.51	$	(0.90	)
Diluted net income (loss) per unit	$	1.89	$	1.86	$	1.71	$	0.51	$	(0.90	)
CASH DISTRIBUTIONS PER UNIT⁽¹⁾	$	1.86	$	1.86	$	1.79	$	1.23	$	1.14
BALANCE SHEET DATA AT PERIOD END:
Total assets	$	1,589,965	$	1,627,892	$	1,533,654	$	1,566,493	$	1,628,984
Partners’ capital	$	1,589,691	$	1,627,510	$	1,532,878	$	1,560,082	$	1,626,173

________________________

(1)

AB Holding is required to distribute all of its Available Cash Flow, as defined in the AB Holding Partnership Agreement, to its Unitholders; 2015, 2014 and 2013 distributions reflect the impact of AB’s non-GAAP adjustments; 2012 distributions exclude the impact of AB’s $207.0 million non-cash real estate charges recorded in the third and fourth quarters of 2012; 2011 distributions exclude the impact of AB’s $587.1 million one-time, non-cash long-term incentive compensation charge.

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AllianceBernstein L.P.

Selected Consolidated Financial Data

Years Ended December 31,
2014
2013⁽¹⁾

2012⁽¹⁾

2011⁽¹⁾

2010⁽¹⁾

(in thousands, except per unit amounts and unless otherwise indicated)
INCOME STATEMENT DATA:
Revenues:
Investment advisory and services fees $ 1,958,250 $ 1,849,105 $ 1,764,475 $ 1,907,318 $ 2,041,264
Bernstein research services 482,538 445,083 413,707 437,414 430,521
Distribution revenues 444,970 465,424 409,488 360,722 349,025
Dividend and interest income 22,322 19,962 21,286 21,499 22,902
Investment gains (losses) (9,076 ) 33,339 29,202 (82,081 ) (1,410 )
Other revenues 108,788 105,058 101,801 107,569 109,803
Total revenues 3,007,792 2,917,971 2,739,959 2,752,441 2,952,105
Less: interest expense 2,426 2,924 3,222 2,550 3,548
Net revenues 3,005,366 2,915,047 2,736,737 2,749,891 2,948,557

Expenses:
Employee compensation and benefits:
Employee compensation and benefits 1,265,664 1,212,011 1,168,645 1,246,898 1,320,495
Long-term incentive compensation charge — — — 587,131 —
Promotion and servicing:
Distribution-related payments 413,054 426,824 370,865 306,368 289,456
Amortization of deferred sales commissions 41,508 41,279 40,262 37,675 47,397
Other 224,576 204,568 198,416 215,513 191,042
General and administrative:
General and administrative 426,960 423,043 507,682 532,896 516,014
Real estate charges 52 28,424 223,038 7,235 101,698
Contingent payment arrangements (2,782 ) (10,174 ) 682 682 171
Interest on borrowings 2,797 2,962 3,429 2,545 2,078
Amortization of intangible assets 24,916 21,859 21,353 21,417 21,344
Total expenses 2,396,745 2,350,796 2,534,372 2,958,360 2,489,695
Operating income (loss) 608,621 564,251 202,365 (208,469 ) 458,862
Non-operating income — — — — 6,760
Income (loss) before income taxes 608,621 564,251 202,365 (208,469 ) 465,622
Income taxes 37,782 36,829 13,764 3,098 38,523
Net income (loss) 570,839 527,422 188,601 (211,567 ) 427,099
Net income (loss) of consolidated entities attributable to non-controlling interests 456 9,746 (315 ) (36,799 ) (15,320 )
Net income (loss) attributable to AB Unitholders $ 570,383 $ 517,676 $ 188,916 $ (174,768 ) $ 442,419
Basic net income (loss) per AB Unit $ 2.10 $ 1.89 $ 0.67 $ (0.62 ) $ 1.59
Diluted net income (loss) per AB Unit $ 2.09 $ 1.88 $ 0.67 $ (0.62 ) $ 1.58
Operating margin⁽²⁾
20.2 % 19.0 % 7.4 % n/m 16.1 %
CASH DISTRIBUTIONS PER AB UNIT⁽³⁾
$ 2.08 $ 1.97 $ 1.36 $ 1.38 $ 1.58
BALANCE SHEET DATA AT PERIOD END:
Total assets $ 7,378,453 $ 7,385,851 $ 8,115,050 $ 7,708,389 $ 7,580,315
Debt $ 488,988 $ 268,398 $ 323,163 $ 444,903 $ 224,991
Total capital $ 4,115,861 $ 4,069,726 $ 3,803,268 $ 4,029,487 $ 4,495,356
ASSETS UNDER MANAGEMENT AT PERIOD END (in millions) $ 474,027 $ 450,411 $ 430,017 $ 405,897 $ 478,019



	Years Ended December 31,
	2015			2014			2013			2012			2011
	(in thousands, except per unit amounts and unless otherwise indicated)
INCOME STATEMENT DATA:
Revenues:
Investment advisory and services fees	$	1,973,837		$	1,958,250		$	1,849,105		$	1,764,475		$	1,907,318
Bernstein research services	493,463			482,538			445,083			413,707			437,414
Distribution revenues	427,156			444,970			465,424			409,488			360,722
Dividend and interest income	24,872			22,322			19,962			21,286			21,499
Investment gains (losses)	3,551			(9,076		)	33,339			29,202			(82,081		)
Other revenues	101,169			108,788			105,058			101,801			107,569
Total revenues	3,024,048			3,007,792			2,917,971			2,739,959			2,752,441
Less: interest expense	3,321			2,426			2,924			3,222			2,550
Net revenues	3,020,727			3,005,366			2,915,047			2,736,737			2,749,891

Expenses:
Employee compensation and benefits:
Employee compensation and benefits	1,267,926			1,265,664			1,212,011			1,168,645			1,246,898
Long-term incentive compensation charge	—			—			—			—			587,131
Promotion and servicing:
Distribution-related payments	393,033			413,054			426,824			370,865			306,368
Amortization of deferred sales commissions	49,145			41,508			41,279			40,262			37,675
Other promotion and servicing	223,415			224,576			204,568			198,416			215,513
General and administrative:
General and administrative	431,635			426,960			423,043			507,682			532,896
Real estate charges	998			52			28,424			223,038			7,235
Contingent payment arrangements	(5,441		)	(2,782		)	(10,174		)	682			682
Interest on borrowings	3,119			2,797			2,962			3,429			2,545
Amortization of intangible assets	25,798			24,916			21,859			21,353			21,417
Total expenses	2,389,628			2,396,745			2,350,796			2,534,372			2,958,360
Operating income (loss)	631,099			608,621			564,251			202,365			(208,469		)
Income taxes	38,122			37,782			36,829			13,764			3,098
Net income (loss)	592,977			570,839			527,422			188,601			(211,567		)
Net income (loss) of consolidated entities attributable to non-controlling interests	6,375			456			9,746			(315		)	(36,799		)
Net income (loss) attributable to AB Unitholders	$	586,602		$	570,383		$	517,676		$	188,916		$	(174,768	)
Basic net income (loss) per AB Unit	$	2.14		$	2.10		$	1.89		$	0.67		$	(0.62	)
Diluted net income (loss) per AB Unit	$	2.13		$	2.09		$	1.88		$	0.67		$	(0.62	)
Operating margin⁽¹⁾	20.7		%	20.2		%	19.0		%	7.4		%	n/m

30

⁽¹⁾	~~Certain prior-year amounts have been reclassified to conform to our 2014 presentation~~ ~~See Note 2 to AB’s consolidated financial statements in Item 8~~ ~~for a discussion of reclassifications.~~

Table of Contents



CASH DISTRIBUTIONS PER AB UNIT⁽²⁾	$	2.11	$	2.08	$	1.97	$	1.36	$	1.38
BALANCE SHEET DATA AT PERIOD END:
Total assets	$	7,435,967	$	7,378,453	$	7,385,851	$	8,115,050	$	7,708,389
Debt	$	583,946	$	488,988	$	268,398	$	323,163	$	444,903
Total capital	$	4,054,917	$	4,115,861	$	4,069,726	$	3,803,268	$	4,029,487
ASSETS UNDER MANAGEMENT AT PERIOD END (in millions)	$	467,440	$	474,027	$	450,411	$	430,017	$	405,897

⁽²⁾


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

⁽³⁾

(2)

AB is required to distribute all of its Available Cash Flow, as defined in the AB Partnership Agreement, to its Unitholders and the General Partner; 2015, 2014 and 2013 distributions reflect the impact of non-GAAP adjustments; 2012 distributions exclude a total of $207.0 million of non-cash real estate charges recorded in the third and fourth quarters of 2012; 2011 distributions exclude the $587.1 million one-time, non-cash long-term incentive compensation charge.

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

~~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

Our total assets under management (“AUM”) as of December 31, ~~2014~~2015 were ~~$474.0~~$467.4 billion, ~~up $23.6~~down $6.6 billion, or ~~5.2%~~1.4%, during ~~2014.~~2015. The ~~increase in AUM~~decrease was driven by market ~~appreciation~~depreciation of ~~$17.2~~$9.8 billion, ~~and~~offset by net inflows of ~~$5.1~~$3.2 billion (Institutional inflows of ~~$5.5 billion and Private Wealth Management inflows of $0.1~~$6.9 billion, offset by Retail outflows of ~~$0.5~~$3.5 billion and Private Wealth Management outflows of $0.2 billion).

Institutional AUM ~~increased $11.0~~decreased $0.8 billion, or ~~4.9%~~0.4%, to ~~$237.0~~$236.2 billion during ~~2014,~~2015, primarily due to market ~~appreciation~~depreciation of ~~$6.2~~$7.5 billion, ~~and~~offset by net inflows of ~~$5.5~~$6.9 billion. Gross sales increased $5.9 billion, ~~offset by our~~or 24.7%, from $23.9 billion in 2014 to $29.8 billion in 2015. Redemptions and terminations increased $5.7 billion, or 53.0%, from $10.7 billion in 2014 to $16.4 billion in 2015.

Retail AUM ~~adjustment~~decreased $7.1 billion, or 4.4%, to $154.4 billion during 2015, primarily due to net outflows of ~~$1.1~~$3.5 billion ~~(to exclude AUM for which we provide administrative services but not investment management services).~~and market depreciation of $3.2 billion. Gross sales decreased $6.3 billion, or 14.9%, from $42.1 billion in 2014 to $35.8 billion in 2015. Redemptions and terminations decreased ~~$7.8~~$1.5 billion, or ~~42.0%~~3.9%, from ~~$18.5 billion in 2013 to $10.7 billion in 2014. However, gross sales decreased $1.0 billion, or 4.1%, from $24.9 billion to $23.9 billion.~~

Retail AUM increased $8.5 billion, or 5.6%, to $161.5 billion during 2014, primarily due to market appreciation of $7.1 billion and $2.8 billion of new assets from acquisitions, offset by net outflows of $0.5 billion and our AUM adjustment of $0.5 billion (to exclude AUM consisting of seed capital invested in Retail funds for which we do not charge an investment management fee). Redemptions and terminations decreased $12.6 billion, or 25.3%, from $50.1 billion in 2013 to $37.5 billion in ~~2014. However, gross sales decreased $7.0~~2014 to $36.0 billion ~~or 14.4%, from $49.1 billion to $42.1 billion.~~in 2015.

Private Wealth Management AUM increased ~~$4.1~~$1.3 billion, or ~~5.7%~~1.8%, to ~~$75.5~~$76.8 billion during ~~2014, primarily~~2015, due to market appreciation of ~~$3.9~~$0.9 billion and transfers/adjustments of $0.6 billion, offset by net ~~inflows~~outflows of ~~$0.1~~$0.2 billion. Gross sales ~~increased $0.1~~decreased $1.2 billion, or ~~2.5%~~19.1%, from ~~$6.4 billion in 2013 to~~ $6.5 billion in ~~2014. Additionally, redemptions~~2014 to $5.3 billion in 2015. Redemptions and terminations decreased ~~$3.0~~$3.7 billion, or ~~34.5%~~68.2%, from ~~$8.5~~$5.5 billion in 2014 to ~~$5.5 billion.~~$1.8 billion in 2015.

Bernstein Research Services revenue increased ~~$37.4~~$10.9 million, or ~~8.4%~~2.3%, in 2015. The increase was the result of growth in the U.S. and Asia, partially offset by a combination of pricing pressure in Europe and weakness in European currencies compared to the U.S. dollar.

Our 2015 revenues increased $15.4 million, or 0.5%, to ~~$482.5 million in 2014,~~$3.0 billion primarily as a result of ~~strong growth across all regions and trading services.~~

~~Our 2014 revenues increased $90.4~~a $45.1 million ~~or 3.1%, to $3.0 billion from $2.9 billion~~increase in ~~2013. The most significant contributors to the increase were higher~~ base advisory fees, the $12.6 million difference between 2015 investment gains of ~~$109.5~~$3.5 million and ~~higher~~2014 investments losses of $9.1 million, and a $10.9 million increase in Bernstein Research Services revenue, ~~of $37.4 million,~~ offset by ~~lower investment gains and losses~~a decrease of ~~$42.3~~$29.5 million ~~and lower~~in performance-based fees, a decrease of $17.8 million in distribution revenues and a decrease of ~~$20.4 million.~~$7.6 million in other revenues. Our operating expenses ~~of $2.4 billion in 2014 increased $46.0~~decreased $7.1 million, or ~~2.0%. The increase was~~0.3%, primarily due to ~~higher employee compensation and benefits expenses of $53.7~~a $13.5 million ~~and higher other~~decrease in promotion and servicing expenses, ~~of $20.0 million,~~ offset by ~~lower real estate charges of $28.3 million.~~a $5.6 million increase in general and administrative expenses and a $2.3 million increase in employee compensation benefits expenses. Our operating income increased ~~$44.4~~$22.5 million, or ~~7.9%~~3.7%, to $631.1 million from $608.6 million ~~from $564.2 million~~ in ~~2013~~2014 and our operating margin increased from ~~19.0% (24.1% on an adjusted basis) in 2013 to~~ 20.2% (24.2% on an adjusted basis) in ~~2014.~~2014 to 20.7% (24.5% on an adjusted basis) in 2015.

Market Environment

During the second half of 2015, concerns regarding growth in China and other international economies, rapidly declining commodity prices, particularly oil, fixed income market liquidity and a possible slowdown in the global economic growth rate, among other factors, contributed to global equity market declines, which negatively affected our AUM and revenue levels. These market forces have created greater volatility in the securities markets, causing many investors to withdraw money from riskier asset classes, such as equities and high yield debt, and reallocate from actively-managed services to passive services that are perceived as “safer” investments. These factors have also contributed to our AUM and revenue declines.

28For additional information, please refer to “Risk Factors” in Item 1A.

Subsequent Event

On February 3, 2016, Cisco Systems, Inc. announced its agreement to acquire Jasper Technologies, Inc. (“Jasper”), a company in which we own a 7.6% equity interest. Jasper management has informed us that, based on this interest, we should expect to receive approximately $85 million in cash, subject to final transaction costs and working capital adjustments. We expect to receive approximately $77 million at the close of the transaction and the remaining $8 million after this amount is retained in escrow for 18 months. We anticipate that this transaction, which is subject to customary closing conditions, will close during the third quarter of 2016.

As of December 31, 2015, our investment in Jasper is recorded on our consolidated statement of financial condition (under the cost basis of accounting) at $10.2 million. We currently intend to exclude this investment gain from adjusted net income

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because it is not part of our core operating results. This gain will be recognized in our US GAAP net income as of the closing date of the transaction.

AB Holding

AB Holding’s principal source of income and cash flow is attributable to its investment in AB Units. The AB Holding financial statements and notes and management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with those of AB.

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Results of Operations

Years Ended December 31, % Change
2014 2013 2012 2014-13 2013-12
(in thousands, except per unit amounts)

Net income attributable to AB Unitholders $ 570,383 $ 517,676 $ 188,916 10.2 % 174.0 %
Weighted average equity ownership interest 35.6 % 35.9 % 37.5 %
Equity in net income attributable to AB Unitholders $ 203,277 $ 185,912 $ 70,807 9.3 162.6
Income taxes 22,463 20,410 19,722 10.1 3.5
Net income of AB Holding $ 180,814 $ 165,502 $ 51,085 9.3 224.0
Diluted net income per AB Holding Unit $ 1.86 $ 1.71 $ 0.51 8.8 235.3
Distributions per AB Holding Unit ⁽¹⁾
$ 1.86 $ 1.79 $ 1.23 3.9 45.5



	Years Ended December 31,									% Change
	2015			2014			2013			2015-14		2014-13
	(in thousands, except per unit amounts)
Net income attributable to AB Unitholders	$	586,602		$	570,383		$	517,676		2.8	%	10.2	%
Weighted average equity ownership interest	36.2		%	35.6		%	35.9		%
Equity in net income attributable to AB Unitholders	$	212,498		$	203,277		$	185,912		4.5		9.3
Income taxes	24,320			22,463			20,410			8.3		10.1
Net income of AB Holding	$	188,178		$	180,814		$	165,502		4.1		9.3
Diluted net income per AB Holding Unit	$	1.89		$	1.86		$	1.71		1.6		8.8
Distributions per AB Holding Unit ⁽¹⁾	$	1.86		$	1.86		$	1.79		—		3.9

________________________

⁽¹⁾	~~2014 and 2013 distributions~~
(1)	Distributions reflect the impact of AB’s non-GAAP ~~adjustments; 2012 distributions exclude the impact of AB’s $207.0 million non-cash real estate charges recorded in the third and fourth quarters of 2012.~~adjustments.

AB Holding had net income of $188.2 million in 2015 as compared to $180.8 million in 2014. The increase reflects higher net income attributable to AB Unitholders and a higher weighted average equity ownership interest. AB Holding had net income of $180.8 million in 2014 as compared to $165.5 million in 2013. The increase reflects higher net income attributable to AB Unitholders. AB Holding had net income of $165.5 million in 2013 as compared to $51.1 million in 2012. The increase reflects higher net income attributable to AB Unitholders, primarily resulting from lower real estate charges in 2013.

AB Holding’s income taxes represent a 3.5% federal tax on its partnership gross income from the active conduct of a trade or business. AB Holding’s partnership gross income is derived from its interest in AB. AB Holding’s income tax is computed by multiplying certain AB qualifying revenues (primarily U.S. investment advisory fees and brokerage commissions) by AB Holding’s ownership interest in AB (adjusted for AB Holding Units owned by AB’s consolidated rabbi trust), multiplied by the 3.5% tax rate. AB Holding’s effective tax rate was 11.4% in 2015, 11.1% in 2014 and 11.0% in ~~2013 and 27.9% in 2012.~~ 2013. See Note 6 to AB Holding’s financial statements in Item 8 for a further description.

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~~Table of Contents~~

As supplemental information, AB provides the performance measures “adjusted net revenues”, “adjusted operating income” and “adjusted operating margin”, which are the principal metrics management uses in evaluating and comparing the period-to-period operating performance of AB. Management principally uses these metrics in evaluating performance because they present a clearer picture of its operating performance and allow management to see long-term trends without the distortion primarily caused by long-term incentive compensation-related mark-to-market adjustments, real estate consolidation charges and other adjustment items. Similarly, management believes that these management operating metrics help investors better understand the underlying trends in AB's results and, accordingly, provide a valuable perspective for investors. Such measures are not based on generally accepted accounting principles (“non-GAAP measures”). These non-GAAP measures are provided in addition to, and not as substitutes for, net revenues, operating income and operating margin, and they may not be comparable to non-GAAP measures presented by other companies. Management uses both the GAAP and non-GAAP measures in evaluating the company’s financial performance. The non-GAAP measures alone may pose limitations because they do not include all of AB’s revenues and expenses. Further, adjusted diluted net income per AB Holding Unit is not a liquidity measure and should not be used in place of cash flow measures. See “Management Operating Metrics” in this Item 7.

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

Years Ended December 31,
2014 2013 2012
(in thousands, except per unit amounts)

AB non-GAAP adjustments, before taxes $ (665 ) $ 20,552 $ 221,530
Income tax credit (expense) on non-GAAP adjustments 610 (1,514 ) (11,576 )
AB non-GAAP adjustments, after taxes (55 ) 19,038 209,954
AB Holding’s weighted average equity ownership interest in AB 35.6 % 35.9 % 37.5 %
Impact on AB Holding’s net income of AB non-GAAP adjustments $ (20 ) $ 6,837 $ 78,692

Net income - diluted, GAAP basis $ 182,350 $ 166,668 $ 51,085
Impact on AB Holding’s net income of AB non-GAAP adjustments (20 ) 6,837 78,692
Adjusted net income - diluted $ 182,330 $ 173,505 $ 129,777

Diluted net income per AB Holding Unit, GAAP basis $ 1.86 $ 1.71 $ 0.51
Impact of AB non-GAAP adjustments — 0.07 0.77
Adjusted diluted net income per AB Holding Unit $ 1.86 $ 1.78 $ 1.28



	Years Ended December 31,
	2015			2014			2013
	(in thousands, except per unit amounts)
AB non-GAAP adjustments, before taxes	$	(6,083	)	$	(665	)	$	20,552
Income tax credit (expense) on non-GAAP adjustments	367			610			(1,514		)
AB non-GAAP adjustments, after taxes	(5,716		)	(55		)	19,038
AB Holding’s weighted average equity ownership interest in AB	36.2		%	35.6		%	35.9		%
Impact on AB Holding’s net income of AB non-GAAP adjustments	$	(2,071	)	$	(20	)	$	6,837

Net income - diluted, GAAP basis	$	189,577		$	182,350		$	166,668
Impact on AB Holding’s net income of AB non-GAAP adjustments	(2,071		)	(20		)	6,837
Adjusted net income - diluted	$	187,506		$	182,330		$	173,505

Diluted net income per AB Holding Unit, GAAP basis	$	1.89		$	1.86		$	1.71
Impact of AB non-GAAP adjustments	(0.02		)	—			0.07
Adjusted diluted net income per AB Holding Unit	$	1.87		$	1.86		$	1.78

The impact on AB Holding’s net income of AB’s non-GAAP adjustments reflects AB Holding’s share (based on its ownership percentage of AB over the applicable period) of the impact of AB’s non-GAAP adjustments to its net income.

Proposed Tax Legislation

For a discussion of proposed tax legislation, see “Risk ~~Factors”~~Factors - Structure-related Risks” in Item 1A.

Capital Resources and Liquidity

During the year ended December 31, 2015, net cash provided by operating activities was $192.8 million, compared to $180.9 million during the corresponding 2014 period. The increase primarily resulted from higher cash distributions received from AB of $13.1 million. During the year ended December 31, 2014, net cash provided by operating activities was $180.9 million, compared to $155.5 million during the corresponding 2013 period. The increase was primarily due to higher cash distributions received from AB of $37.6 million, offset by a decrease in working capital of $10.1 million. During the year ended December 31, 2013, net cash provided by operating activities was $155.5 million, compared to $99.9 million during the corresponding 2012 period. The increase was primarily due to higher cash distributions received from AB of $45.4 million.

During the years ended December 31, 2015, 2014 ~~2013~~ and ~~2012,~~2013, net cash used in investing activities was $9.2 million, $19.0 million ~~$29.2 million~~ and ~~$11.6~~$29.2 million, respectively, reflecting investments in AB with proceeds from exercises of compensatory options to buy AB Holding Units (in ~~2014 and 2013)~~all years) and from cash distributions paid to the AB consolidated rabbi trust (in ~~2013 and 2012)~~2013).

During the year ended December 31, 2015, net cash used in financing activities was $183.6 million, compared to $162.0 million during the corresponding 2014 period. The increase was due to lower proceeds from exercises of compensatory options to buy AB Holding Units of $9.7 million and higher cash distributions to Unitholders of $9.6 million. During the year ended December 31, 2014, net cash used in financing activities was $162.0 million, compared to $126.2 million during the corresponding 2013 period. The increase was primarily due to higher cash distributions paid to Unitholders of $39.8 million. During the year ended December 31, 2013, net cash used in financing activities was $126.2 million, compared to $88.3 million during the corresponding 2012 period. The increase was primarily due to higher cash distributions paid to Unitholders of $54.6 million, offset by proceeds from the exercise of compensatory options to buy AB Holding Units of $15.1 million in 2013.

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

Cash Distributions

AB Holding is required to distribute all of its Available Cash Flow, as defined in the AB Holding Partnership Agreement, to its Unitholders (including the General Partner). ~~Since the third quarter of 2012,~~ Available Cash Flow ~~has been~~typically is the adjusted diluted net income per unit for the quarter multiplied by the number of units outstanding at the end of the quarter. Management anticipates that Available Cash Flow will continue to be based on adjusted diluted net income per unit, unless management determines that one or more of the non-GAAP adjustments that are made for adjusted net income should not be made with respect to the Available Cash Flow calculation. See Note 2 to AB Holding’s financial statements in Item 8for a description of Available Cash Flow.

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~~Table of Contents~~

Commitments and Contingencies

For a discussion of commitments and contingencies, see Note 7 to AB Holding’s financial statements in Item 8.

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AB

Assets Under Management

Assets under management by distribution channel are as follows:

As of December 31, % Change
2014 2013 2012 2014-13 2013-12
(in billions)

Institutions $ 237.0 $ 226.0 $ 219.8 4.9 % 2.8 %
Retail 161.5 153.0 144.4 5.6 6.0
Private Wealth Management 75.5 71.4 65.8 5.7 8.5
Total $ 474.0 $ 450.4 $ 430.0 5.2 4.7



	As of December 31,						% Change
	2015		2014		2013		2015-14		2014-13
	(in billions)
Institutions	$	236.2	$	237.0	$	226.0	(0.4	)%	4.9	%
Retail	154.4		161.5		153.0		(4.4	)	5.6
Private Wealth Management	76.8		75.5		71.4		1.8		5.7
Total	$	467.4	$	474.0	$	450.4	(1.4	)	5.2

Assets under management by investment service are as follows:

As of December 31, % Change
2014 2013 2012 2014-13 2013-12
(in billions)
Equity
Actively Managed $ 112.5 $ 107.8 $ 95.4 4.3 % 13.0 %
Passively Managed ⁽¹⁾
50.4 49.3 40.3 2.4 22.4
Total Equity 162.9 157.1 135.7 3.7 15.8

Fixed Income
Actively Managed
Taxable 219.4 211.0 224.0 4.0 (5.8 )
Tax-exempt 31.6 28.7 30.8 10.2 (6.6 )
�� 251.0 239.7 254.8 4.8 (5.9 )
Passively Managed ⁽¹⁾
10.1 9.3 7.9 7.7 18.2
Total Fixed Income 261.1 249.0 262.7 4.9 (5.2 )

Other ⁽²⁾
50.0 44.3 31.6 12.7 40.0
Total $ 474.0 $ 450.4 $ 430.0 5.2 4.7



	As of December 31,						% Change
	2015		2014		2013		2015-14		2014-13
	(in billions)
Equity
Actively Managed	$	110.6	$	112.5	$	107.8	(1.7	)%	4.3	%
Passively Managed ⁽¹⁾	46.4		50.4		49.3		(8.1	)	2.4
Total Equity	157.0		162.9		157.1		(3.7	)	3.7

Fixed Income
Actively Managed
Taxable	207.4		219.4		211.0		(5.4	)	4.0
Tax-exempt	33.5		31.6		28.7		5.9		10.2
	240.9		251.0		239.7		(4.0	)	4.8
Passively Managed ⁽¹⁾	10.0		10.1		9.3		(1.0	)	7.7
Total Fixed Income	250.9		261.1		249.0		(3.9	)	4.9

Other ⁽²⁾	59.5		50.0		44.3		19.1		12.7
Total	$	467.4	$	474.0	$	450.4	(1.4	)	5.2


(1)	Includes index and enhanced index services.


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

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Changes in assets under management during ~~2014~~2015 and ~~2013~~2014 are as follows:

Distribution Channel
Institutions Retail
Private
Wealth
Management
Total
(in billions)

Balance as of December 31, 2013 $ 226.0 $ 153.0 $ 71.4 $ 450.4
Long-term flows:
Sales/new accounts 23.9 42.1 6.5 72.5
Redemptions/terminations (10.7 ) (37.5 ) (5.5 ) (53.7 )
Cash flow/unreinvested dividends (7.7 ) (5.1 ) (0.9 ) (13.7 )
Net long-term inflows (outflows) 5.5 (0.5 ) 0.1 5.1
Acquisitions 0.1 2.8 — 2.9
Transfers 0.3 (0.4 ) 0.1 —
AUM adjustment⁽³⁾
(1.1 ) (0.5 ) — (1.6 )
Market appreciation 6.2 7.1 3.9 17.2
Net change 11.0 8.5 4.1 23.6
Balance as of December 31, 2014 $ 237.0 $ 161.5 $ 75.5 $ 474.0

Balance as of December 31, 2012 $ 219.8 $ 144.4 $ 65.8 $ 430.0
Long-term flows:
Sales/new accounts 24.9 49.1 6.4 80.4
Redemptions/terminations (18.5 ) (50.1 ) (8.5 ) (77.1 )
Cash flow/unreinvested dividends (7.4 ) (6.5 ) (1.7 ) (15.6 )
Net long-term (outflows) inflows (1.0 ) (7.5 ) (3.8 ) (12.3 )
Acquisitions 0.3 0.7 1.1 2.1
Market appreciation 6.9 15.4 8.3 30.6
Net change 6.2 8.6 5.6 20.4
Balance as of December 31, 2013 $ 226.0 $ 153.0 $ 71.4 $ 450.4



	Distribution Channel
	Institutions			Retail			Private Wealth Management			Total
	(in billions)
Balance as of December 31, 2014	$	237.0		$	161.5		$	75.5		$	474.0
Long-term flows:
Sales/new accounts	29.8			35.8			5.3			70.9
Redemptions/terminations	(16.4		)	(36.0		)	(1.8		)	(54.2		)
Cash flow/unreinvested dividends	(6.5		)	(3.3		)	(3.7		)	(13.5		)
Net long-term inflows (outflows)	6.9			(3.5		)	(0.2		)	3.2
Transfers	(0.3		)	(0.1		)	0.4			—
AUM adjustment⁽³⁾	0.1			(0.3		)	0.2			—
Market (depreciation) appreciation	(7.5		)	(3.2		)	0.9			(9.8		)
Net change	(0.8		)	(7.1		)	1.3			(6.6		)
Balance as of December 31, 2015	$	236.2		$	154.4		$	76.8		$	467.4

Balance as of December 31, 2013	$	226.0		$	153.0		$	71.4		$	450.4
Long-term flows:
Sales/new accounts	23.9			42.1			6.5			72.5
Redemptions/terminations	(10.7		)	(37.5		)	(5.5		)	(53.7		)
Cash flow/unreinvested dividends	(7.7		)	(5.1		)	(0.9		)	(13.7		)
Net long-term inflows (outflows)	5.5			(0.5		)	0.1			5.1
Acquisitions	0.1			2.8			—			2.9
Transfers	0.3			(0.4		)	0.1			—
AUM adjustment⁽³⁾	(1.1		)	(0.5		)	—			(1.6		)
Market appreciation	6.2			7.1			3.9			17.2
Net change	11.0			8.5			4.1			23.6
Balance as of December 31, 2014	$	237.0		$	161.5		$	75.5		$	474.0

32

37

Table of Contents

Investment Service

Equity
Actively
Managed

Equity
Passively
Managed⁽¹⁾

Fixed
Income
Actively
Managed
- Taxable

Fixed
Income
Actively
Managed -
Tax-
Exempt

Fixed
Income
Passively
Managed⁽¹⁾

Other⁽²⁾
Total
(in billions)

Balance as of December 31, 2013 $ 107.8 $ 49.3 $ 211.0 $ 28.7 $ 9.3 $ 44.3 $ 450.4
Long-term flows:
Sales/new accounts 15.2 1.7 43.3 4.6 0.6 7.1 72.5
Redemptions/terminations (14.9 ) (1.0 ) (29.4 ) (3.4 ) (0.7 ) (4.3 ) (53.7 )
Cash flow/unreinvested dividends (5.0 ) (3.4 ) (7.4 ) 0.1 0.6 1.4 (13.7 )
Net long-term (outflows) inflows (4.7 ) (2.7 ) 6.5 1.3 0.5 4.2 5.1
Acquisitions 2.9 — — — — — 2.9
AUM adjustment⁽³⁾
(0.1 ) — (1.4 ) — — (0.1 ) (1.6 )
Market appreciation 6.6 3.8 3.3 1.6 0.3 1.6 17.2
Net change 4.7 1.1 8.4 2.9 0.8 5.7 23.6
Balance as of December 31, 2014 $ 112.5 $ 50.4 $ 219.4 $ 31.6 $ 10.1 $ 50.0 $ 474.0

Balance as of December 31, 2012 $ 95.4 $ 40.3 $ 224.0 $ 30.8 $ 7.9 $ 31.6 $ 430.0
Long-term flows:
Sales/new accounts 15.9 3.4 49.5 4.9 1.4 5.3 80.4
Redemptions/terminations (22.4 ) (0.7 ) (46.9 ) (5.1 ) (0.7 ) (1.3 ) (77.1 )
Cash flow/unreinvested dividends (6.0 ) (4.7 ) (7.9 ) (1.4 ) 0.9 3.5 (15.6 )
Net long-term (outflows) inflows (12.5 ) (2.0 ) (5.3 ) (1.6 ) 1.6 7.5 (12.3 )
Acquisitions 2.1 — — — — — 2.1
Market appreciation (depreciation) 22.8 11.0 (7.7 ) (0.5 ) (0.2 ) 5.2 30.6
Net change 12.4 9.0 (13.0 ) (2.1 ) 1.4 12.7 20.4
Balance as of December 31, 2013 $ 107.8 $ 49.3 $ 211.0 $ 28.7 $ 9.3 $ 44.3 $ 450.4



	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, 2014	$	112.5		$	50.4		$	219.4		$	31.6		$	10.1		$	50.0		$	474.0
Long-term flows:
Sales/new accounts	17.0			0.9			34.5			4.8			0.6			13.1			70.9
Redemptions/terminations	(13.8		)	(1.3		)	(33.0		)	(2.8		)	(0.5		)	(2.8		)	(54.2		)
Cash flow/unreinvested dividends	(5.5		)	(2.7		)	(4.5		)	(0.9		)	(0.1		)	0.2			(13.5		)
Net long-term (outflows) inflows	(2.3		)	(3.1		)	(3.0		)	1.1			—			10.5			3.2
AUM adjustment⁽³⁾	0.1			—			—			(0.1		)	—			—			—
Market appreciation (depreciation)	0.3			(0.9		)	(9.0		)	0.9			(0.1		)	(1.0		)	(9.8		)
Net change	(1.9		)	(4.0		)	(12.0		)	1.9			(0.1		)	9.5			(6.6		)
Balance as of December 31, 2015	$	110.6		$	46.4		$	207.4		$	33.5		$	10.0		$	59.5		$	467.4

Balance as of December 31, 2013	$	107.8		$	49.3		$	211.0		$	28.7		$	9.3		$	44.3		$	450.4
Long-term flows:
Sales/new accounts	15.2			1.7			43.3			4.6			0.6			7.1			72.5
Redemptions/terminations	(14.9		)	(1.0		)	(29.4		)	(3.4		)	(0.7		)	(4.3		)	(53.7		)
Cash flow/unreinvested dividends	(5.0		)	(3.4		)	(7.4		)	0.1			0.6			1.4			(13.7		)
Net long-term (outflows) inflows	(4.7		)	(2.7		)	6.5			1.3			0.5			4.2			5.1
Acquisitions	2.9			—			—			—			—			—			2.9
AUM adjustment⁽³⁾	(0.1		)	—			(1.4		)	—			—			(0.1		)	(1.6		)
Market appreciation	6.6			3.8			3.3			1.6			0.3			1.6			17.2
Net change	4.7			1.1			8.4			2.9			0.8			5.7			23.6
Balance as of December 31, 2014	$	112.5		$	50.4		$	219.4		$	31.6		$	10.1		$	50.0		$	474.0

⁽¹⁾


(1)	Includes index and enhanced index services.


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

⁽³⁾	~~Excludes Institutional assets~~
(3)	Represents adjustments to reported AUM for ~~which we provide administrative services but not investment management services and seed capital invested in Retail funds for which we~~reporting methodology changes that do not ~~charge an investment management fee from AUM.~~represent inflows or outflows.

3338

Table of Contents

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

Years Ended December 31, % Change
2014 2013 2012 2014-13 2013-12
(in billions)
Distribution Channel:
Institutions $ 234.3 $ 225.4 $ 218.9 4.0 % 2.9 %
Retail 159.6 149.4 128.2 6.8 16.5
Private Wealth Management 73.6 67.9 68.9 8.4 (1.3 )
Total $ 467.5 $ 442.7 $ 416.0 5.6 6.4

Investment Service:
Equity Actively Managed $ 111.2 $ 100.0 $ 109.8 11.2 % (8.9 )%
Equity Passively Managed⁽¹⁾
49.6 45.1 36.1 9.9 25.1
Fixed Income Actively Managed – Taxable 219.5 221.4 202.0 (0.9 ) 9.6
Fixed Income Actively Managed – Tax-exempt 30.4 30.1 31.1 1.3 (3.4 )
Fixed Income Passively Managed⁽¹⁾
9.7 8.6 5.9 12.6 46.3
Other⁽²⁾
47.1 37.5 31.1 25.5 20.8
Total $ 467.5 $ 442.7 $ 416.0 5.6 6.4



	Years Ended December 31,						% Change
	2015		2014		2013		2015-14		2014-13
	(in billions)
Distribution Channel:
Institutions	$	242.9	$	234.3	$	225.4	3.6	%	4.0	%
Retail	160.6		159.6		149.4		0.6		6.8
Private Wealth Management	77.2		73.6		67.9		4.9		8.4
Total	$	480.7	$	467.5	$	442.7	2.8		5.6

Investment Service:
Equity Actively Managed	$	113.2	$	111.2	$	100.0	1.7		11.2
Equity Passively Managed⁽¹⁾	49.3		49.6		45.1		(0.6	)	9.9
Fixed Income Actively Managed – Taxable	217.7		219.5		221.4		(0.8	)	(0.9	)
Fixed Income Actively Managed – Tax-exempt	32.6		30.4		30.1		7.2		1.3
Fixed Income Passively Managed⁽¹⁾	10.1		9.7		8.6		4.1		12.6
Other⁽²⁾	57.8		47.1		37.5		22.7		25.5
Total	$	480.7	$	467.5	$	442.7	2.8		5.6


(1)	Includes index and enhanced index services.

⁽¹⁾

2014 and 2013 distributions reflect the impact of non-GAAP adjustments; 2012 distributions exclude the impact of $207.0 million of non-cash real estate charges recorded in the third and fourth quarters of 2012.

Income tax expense increased $1.0 million, or 2.6%, in 2014 compared to ~~2013. The increase~~2013 primarily is due to higher pre-tax ~~earnings~~income in ~~the current year~~2014, partially offset by a lower effective tax rate in ~~the current year~~2014 of 6.2% compared to 6.5% in 2013. The lower effective tax rate in 2014 primarily is due to a valuation allowance release of $10.7 million in one of our foreign subsidiaries, partially offset by an increase in tax reserves for uncertain tax positions of $7.4 million.~~See Note 19 to AB’s consolidated financial statements in Item 8~~ ~~for a discussion of these discrete items.~~

AB Holding’s sole investment is AB Units. AB Holding did not own, nor was it a party to, any derivative financial instruments during the years ended December 31, 2015, 2014 ~~2013~~ and ~~2012.~~2013.

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

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

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

AB’s high-quality, in-depth research is the foundation of its business. AB’s research disciplines include economic, fundamental equity, fixed income and quantitative research. In addition, AB has experts focused on multi-asset strategies, wealth management and alternative investments.

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

AB’s services span various investment disciplines, including market capitalization (e.g., large-, mid- 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.

As of December 31, ~~2014,~~2015, AXA, a société anonyme organized under the laws of France and the holding company for ~~an international group of insurance and related~~the AXA Group, a worldwide leader in financial ~~services companies,~~protection, through certain of its subsidiaries (“AXA and its subsidiaries”) owns approximately 1.4% of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“AB Holding Units”).

As of December 31, ~~2014,~~2015, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, is as follows:

AllianceBernstein Corporation (an indirect wholly-owned subsidiary of AXA, “General Partner”) is the general partner of both AB Holding and AB. AllianceBernstein Corporation owns 100,000 general partnership units in AB Holding and a 1% general partnership interest in AB. Including both the general partnership and limited partnership interests in AB Holding and AB, AXA and its subsidiaries have an approximate ~~62.7%~~62.8% economic interest in AB as of December 31, ~~2014.~~2015.

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

AB Holding’s financial statements and notes should be read in conjunction with the consolidated financial statements and notes of AB, which are included in this Form 10-K.

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

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

On February ~~12, 2015,~~11, 2016, the General Partner declared a distribution of ~~$0.57~~$0.50 per unit, representing a distribution of Available Cash Flow for the three months ended December 31, ~~2014.~~2015. Each general partnership unit in AB Holding is entitled to receive distributions equal to those received by each AB Holding Unit. The distribution is payable on March ~~12, 2015~~10, 2016 to holders of record at the close of business on February ~~23, 2015.~~22, 2016.

Total cash distributions per Unit paid to Unitholders during 2015, 2014 and 2013 were $1.93, $1.89 and ~~2012 were $1.89,~~ $1.59, ~~and $0.95,~~ respectively.

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

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

During ~~2014~~2015 and ~~2013,~~2014, AB purchased ~~3.6~~8.5 million and ~~5.2~~3.6 million AB Holding Units for ~~$92.8~~$218.3 million and ~~$111.3~~$92.8 million, respectively (on a trade date basis). These amounts reflect open-market purchases of ~~0.3~~5.8 million and ~~1.9~~0.3 million AB Holding Units for ~~$7.2~~$151.1 million and ~~$38.5~~$7.2 million, respectively, with the remainder relating to purchases of AB Holding Units from employees to allow them to fulfill statutory tax withholding requirements at the time of distribution of long-term incentive compensation awards.

Each quarter, AB implements plans to repurchase AB Holding Units pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). A Rule 10b5-1 plan allows a company to repurchase its shares at times when it otherwise might be prevented from doing so because of self-imposed trading blackout periods or because it possesses material non-public information. Each broker selected by AB has the authority under the terms and limitations specified in the plan to repurchase AB Holding Units on AB’s behalf in accordance with the terms of the plan. Repurchases are subject to regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) as well as certain price, market volume and timing constraints specified in the plan. The plan adopted during the fourth quarter of ~~2014~~2015 expired at the close of business on February ~~11, 2015.~~10, 2016. AB may adopt additional Rule 10b5-1 plans in the future to engage in open-market purchases of AB Holding Units to help fund anticipated obligations under its incentive compensation award program and for other corporate purposes.

During 2015, AB granted to employees and Eligible Directors 7.4 million restricted AB Holding Unit awards (including 7.0 million granted in December for 2015 year-end awards). During 2014, AB granted to employees and Eligible Directors 7.6 million restricted AB Holding Unit awards (including 6.6 million granted in December for 2014 year-end awards). During 2013, AB granted to employees and Eligible Directors 13.9 million restricted AB Holding Unit awards (including 6.5 million granted in December 2013 for 2013 year-end awards and 6.5 million granted in January 2013 for 2012 year-end awards). Prior to the third quarter of 2013 (and our decision described in the next paragraph to retire unallocated AB Holding Units in AB’s consolidated rabbi trust), AB funded awards by allocating previously repurchased AB Holding Units that had been held in the rabbi trust. In 2014, AB used AB Holding Units repurchased during the fourth quarter of 2014 and newly-issued AB Holding Units to fund restricted AB Holding Units awards.

During 2015 and 2014, AB Holding issued 0.5 million and 1.1 million AB Holding Units, respectively, upon exercise of options to buy AB Holding Units. AB Holding used the proceeds of $9.2 million and $19.0 million, respectively, received from employees as payment in cash for the exercise price to purchase the equivalent number of newly-issued AB Units.

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

For the years ended December 31, 2015, 2014 ~~2013~~ and ~~2012,~~2013, we excluded 2,409,499, 2,806,033 ~~2,923,035~~ and ~~8,438,902~~2,923,035 options, respectively, from the diluted net income per unit computation due to their anti-dilutive effect. Weighted average units outstanding do not include AB Holding’s proportional share (35.9% in ~~2013 and 37.5% in 2012)~~2013) of the unallocated AB Holding Units then held by AB in its consolidated rabbi trust.

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

The principal reasons for the difference between AB Holding’s effective tax rates and the UBT statutory tax rate of 4.0% are as follows:

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

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

The effect of a tax position is recognized in the financial statements only if, as of the reporting date, it is “more likely than not” to be sustained based solely on its technical merits. In making this assessment, a company must assume that the taxing authority will examine the tax position and have full knowledge of all relevant information. ~~Accordingly, we~~We have no liability for unrecognized tax benefits as of December 31, ~~2014~~2015 and ~~2013.~~2014. A liability for unrecognized tax benefits, if required, would be recorded in income tax expense and affect the company’s effective tax rate.

We are no longer subject to federal, state and local income tax examinations by tax authorities for all years prior to ~~2011.~~2012. Currently, there are no examinations in progress and to date we have not been notified of any future examinations by applicable taxing authorities.

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

With respect to all significant litigation matters, we consider the likelihood of a negative outcome. If we determine the likelihood of a negative outcome is probable and the amount of the loss can be reasonably estimated, we record an estimated loss for the expected outcome of the litigation. If the likelihood of a negative outcome is reasonably possible and we 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 ~~such~~these cases, we disclose that we are unable to predict the outcome or estimate a possible loss or range of loss.

During the first quarter of 2012, AB received a legal letter of claim (the “Letter of Claim”) sent on behalf of Philips Pension Trustees Limited and Philips Electronic U.K. Limited (“Philips”), a former pension fund client, alleging that AllianceBernstein Limited (one of AB’s subsidiaries organized in the U.K.) was negligent and failed to meet certain applicable standards of care with respect to the initial investment in, and management of, a £500 million portfolio of U.S. mortgage-backed securities. ~~The~~Philips has alleged damages ~~range~~ranging between $177 million and $234 million, plus compound interest on an alleged $125 million of realized losses in the portfolio. On January 2, 2014, Philips filed a claim form (“Claim”) in the High Court of Justice in London, England, which formally commenced litigation with respect to the allegations in the Letter of Claim.

We believe that any losses to Philips resulted from adverse developments in the U.S. housing and mortgage market that precipitated the financial crisis in 2008 and not from any negligence or other failure or malfeasance on our part. We believe that we have strong defenses to these claims, which were set forth in our October 12, 2012 response to the Letter of Claim and our June 27, 2014 Statement of Defence in response to the Claim, and ~~will~~intend to defend this matter vigorously. ~~Currently, we are unable to estimate a reasonably possible range of loss because the matter remains in its early stages.~~

In addition to the Claim discussed immediately above,AB is involved in various other matters, including regulatory inquiries, administrative proceedings and litigation, some of which allege significant damages.

In the opinion of AB’s management, an adequate accrual has been made as of December 31, ~~2014~~2015 to provide for any probable losses regarding any litigation matters for which management can reasonably estimate an amount of loss. It is reasonably possible that AB could incur additional losses pertaining to these matters, but currently management 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 the element of uncertainty; management cannot determine whether further developments relating to any individual matter that is pending or threatened, or all of them combined, will have a material adverse effect on our results of operations, financial condition or liquidity in any future reporting period.

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

For the years ended December 31, 2015, 2014 ~~2013~~ and ~~2012,~~2013, we excluded 2,409,499, 2,806,033 ~~2,923,035~~ and ~~8,438,902~~2,923,035 options, respectively, from the diluted net income per unit computation due to their anti-dilutive effect.

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:

The components of deferred sales commissions, net for the years ended December 31, ~~2014~~2015 and ~~2013~~2014 were as follows (excluding amounts related to fully amortized deferred sales commissions):

Amortization expense was $49.1 million, $41.5 million ~~$41.3 million~~ and ~~$40.3~~$41.3 million for the years ended December 31, 2015, 2014 ~~2013~~ and ~~2012,~~2013, respectively. Estimated future amortization expense related to the December 31, ~~2014~~2015 net asset balance, assuming no additional CDSC is received in future periods, is as follows (in thousands):

2015 $ 43,209
2016 34,541
2017 26,911
2018 13,175
2019 398
2020 56
$ 118,290



2016	$	41,359
2017	31,647
2018	21,021
2019	4,646
2020	344
2021	53
	$	99,070

~~Item 9B.~~

Item 9B. Other Information

Both AB and AB Holding reported all information required to be disclosed on Form 8-K during the fourth quarter of ~~2014.~~2015.

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

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

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 subsidiary of AXA.

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.

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).

Our Board currently consists of 1312 members, including our ~~Chief Executive Officer, four~~CEO, three senior executives of AXA and certain of its subsidiaries, and eight independent directors. 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 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 (“Governance 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 and in ~~government and academia.~~government. Each 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 regulation; public accounting and financial reporting; finance; risk management; business development; operations; technology; strategic planning; management development, succession planning and compensation; corporate governance; public policy; and international matters.

As of February ~~12, 2015,~~11, 2016, our directors are as follows:

Mr. Kraus, age ~~62,~~63, was elected Chairman of the Board and ~~Chief Executive Officer~~CEO in December 2008. Mr. Kraus has in-depth experience in financial services, including investment banking, asset management and private wealth management. From September 2008 through December 2008, he served as an executive vice president, the head of global strategy and a member of the Management Committee of Merrill Lynch & Company Inc. (“Merrill Lynch”). Prior to joining Merrill Lynch, Mr. Kraus spent 22 years with Goldman Sachs Group Inc. (“Goldman Sachs”), where he most recently served as co-head of the Investment Management Division and a member of the Management Committee, as well as head of firm-wide strategy and chairman of the Strategy Committee. Mr. Kraus also served as a co-head of the Financial Institutions Group. He was named a partner at Goldman Sachs in 1994 and managing director in 1996.

In April 2010, Mr. Kraus was appointed a member of the Management Committee of AXA, which was formed by ~~Mr.~~Henri de Castries, Chairman of the Board and Chief Executive Officer of AXA, in April 2010 to assist him with the operational management of AXA. He has been a Director of AXA Financial, AXA Equitable and MONY Life Insurance Company of America (a subsidiary of AXA Financial, “MLOA”) since February 2009. He is not compensated for serving in these roles for

AXA and its subsidiaries. Mr. Kraus is also Chairman of the Investment Committee of Trinity College, ~~Chair~~Chairman of the Board of Overseers of ~~CalArts,~~the California Institute of the Arts, Co-Chair of the Friends of Carnegie International, a member of the Board of Directors of Lincoln Center for the Performing Arts and the Chairman of Lincoln Center’s Art Committee, a member of the Board of Camp Keewaydin, ~~Foundation,~~ and a member of the ~~National~~ Board of Young Audiences, Inc., a non-profit organization that works with educational systems, the arts community and private and public sectors to provide arts education to children.

Mr. Kraus brings to the Board extensive knowledge of our industry and in-depth experience in financial services, including experience as our CEO for the past ~~six~~seven years and, previously, as co-head of the Investment Management Division and head of firm-wide strategy at ~~Goldman.~~Goldman Sachs.

Mr. Condron, age ~~67,~~68, was elected a Director of the General Partner in May 2001. Effective January 1, 2011, he retired as Director, ~~President~~CEO and ~~Chief Executive Officer~~President of AXA Financial, a post he had held since May 2001. Prior to retiring, he was also Chairman of the Board, ~~Chief Executive Officer~~CEO and President of AXA Equitable and a member of the Management Committee of AXA. During 2010, he assumed the additional responsibility of overseeing AXA’s Global Life & Savings and Health businesses. Prior to joining AXA Financial, Mr. Condron served as both President and Chief Operating Officer ("COO") of Mellon Financial Corporation (“Mellon”), from 1999, and as Chairman and ~~Chief Executive Officer~~CEO of The Dreyfus Corporation, a subsidiary of Mellon, from 1995. Mr. Condron sits on the board of directors and the executive committee, and serves as chairman of the compensation committee, of The American Ireland Fund.

Mr. Condron brings to the Board extensive financial services, insurance ~~sales~~ and ~~sell-side~~sales experience obtained throughout his career.

Mr. Duverne, age ~~61,~~62, was elected a Director of the General Partner in February 1996. In April 2010, he was appointed ~~the~~ Deputy ~~Chief Executive Officer~~CEO of AXA and a member of the Board of Directors of AXA. In January 2010, he was selected to oversee AXA Group strategy, finance and operations with AXA’s ~~Chief Operating Officer, Chief Financial Officer~~COO, CFO and Chief Risk Officer reporting to him. Mr. Duverne was a member of the AXA Management Board from February 2003 through the change in AXA’s governance structure in April 2010. He was ~~Chief Financial Officer~~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. He is a director of AXA Financial, AXA Equitable and various other privately-held subsidiaries and affiliates of the AXA Group.

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

Mr. Elliott, age ~~68,~~69, was elected a Director of the General Partner in January 2011. Until his retirement in December 2010, Mr. Elliott had served as Senior Vice Chairman of The Bank of New York Mellon (“BNY Mellon”) since 1998. In this role, he helped oversee numerous company-wide growth initiatives and co-headed the integration of The Bank of New York and Mellon from 2007 to 2009. Mr. Elliott was ~~Chief Financial Officer~~CFO of Mellon from 1990 to 2002 and Head of Finance from 1987 to 1990, while also leading some of Mellon’s diverse lines of business, including asset servicing, securities lending, global cash management and institutional banking. Before joining Mellon, he held senior positions at First Commerce Corporation (1986-87), Crocker National Bank (1984-86), Continental Illinois National Bank (1977-84) and United California Bank (1974-77). Since January 2011, he has been a member of the boards of directors of Huntington Bancshares Inc. (NASDAQ: HBAN) and PPL Corporation (NYSE: PPL). Since April 2011, he has served as Chairman of Huntington Bancshares’s risk oversight committee and, since January 2012, he has served as chairman of PPL Corporation’s audit committee. Mr. Elliott served as a director of Mellon (NYSE: MEL) from 2001 to the July 2007 merger with The Bank of New York and then as a director of BNY Mellon (NYSE: BK) through July 2008.

Mr. Elliott, an audit committee financial expert, brings to the Board the ~~four decades of~~vast auditing and banking expertise he has gained in the financial services industry.

Ms. Hechinger, age ~~64,~~65, was elected a Director of the General Partner in May 2007. Currently an independent consultant on non-profit governance, she was President and ~~Chief Executive Officer~~CEO of BoardSource, a leading governance resource for non-profit organizations, from 2003 to 2007. From 2004 to 2007, Ms. Hechinger also served as co-convener of the Governance and Fiduciary Responsibilities work group, one of the five groups established by the Panel on the Nonprofit Sector to make recommendations to Congress on ways to improve the governance and accountability of non-profit organizations. She also served on the Advisory Board for the Center for Effective Philanthropy and was a Member of the Ethics and Accountability Committee at Independent Sector, (“~~Independent Sector”),~~a leading coalition of non-profits, foundations and corporate giving programs committed to advancing the common good in America. Prior to joining BoardSource, Ms. Hechinger was the Executive Vice President of the

World Wildlife Fund, a large, global conservation organization, where she oversaw all fundraising, communication and operations activities. She also has served as a Deputy Comptroller and as Director of the Securities and Corporate Practices Division at the Office of the Comptroller of the Currency and has held senior executive positions in the Division of Enforcement at the SEC. ~~A graduate of Georgetown Law School, Ms. Hechinger has been a member in good standing of the District of Columbia Bar Association since 1975.~~

Ms. Hechinger brings to the Board the significant knowledge of corporate governance matters and public policy she has gained through her extensive experience in both the private and public sectors.

Mr. Hicks, age ~~58,~~59, was elected a Director of the General Partner in July 2005. He has been a director and the President and ~~chief executive officer~~CEO of Alleghany Corporation (NYSE: Y, “Alleghany”), an insurance and diversified financial services holding company, since December 2004 and was Executive Vice President of Alleghany from October 2002 until December 2004. From March 2001 through October 2002, Mr. Hicks was Executive Vice President and ~~Chief Financial Officer~~CFO of The Chubb Corporation. Prior to joining Chubb, he was an equity research analyst with Bernstein Research Services. Also, Mr. Hicks recently joined the Investment Committee of The New York Community Trust (“NYCT”), a community foundation that manages a $2.5 billion endowment and annually grants more than $140 million to non-profit organizations.

Mr. Hicks brings to the Board extensive financial expertise, including his unique perspective as the chief executive ~~officer~~ of an unaffiliated publicly-traded company, his background as a professional investor and CFA charter holder, and his ~~ten years~~decade of experience as an equity research analyst.

Ms. Messer, age ~~45,~~46, was elected a Director of the General Partner in February 2015. Since 2007, she has served as Co-Founder and Chairman of Cross Commerce Media, host to Collective[i], a network built around proprietary technology designed to transform what is currently referred to as “Big Data” into insights and intelligence delivered by applications designed for sales and other business users. In addition, Ms. Messer has served as Co-Founder and CEO of World Evolved, a platform for global investment and expansion, ~~since 2006. She~~and she also is one of the founding members of the Zokei Network, a global network that encourages innovation across art, science, business and technology. Ms. Messer serves on the board of Partnership Fund for New York City, the board and the Operating Committee of the Brown Entrepreneurship Program, and the advisory board of the Department of Physics and Astronomy at Johns Hopkins.

Prior to joining Collective[i], Ms. Messer co-founded ~~Linkshare~~LinkShare Corporation, host to one of the world’s largest ~~online~~on-line affiliate networks representing many on-line publishers and merchants. She served as a board member and as President and ~~Chief Operating Officer~~COO of LinkShare Corporation until its sale to Rakuten, Inc. in 2005. A graduate of Harvard Law School, Ms. Messer has been a member in good standing of the New York Bar Association since 1997.

Ms. Messer brings to the Board extensive technology, investment and executive experience achieved through her roles in the formation and management of various technology companies.

Mr. Pearson, age ~~56,~~57, was elected a Director of the General Partner in February 2011. Also during February 2011, he succeeded Mr. Condron as Director, ~~President~~CEO and ~~Chief Executive Officer~~President of AXA Financial, and as Chairman and ~~Chief Executive Officer~~CEO of AXA Equitable. In September 2013, Mr. Pearson became President of AXA Equitable. In addition, he has been a member of the Management Committee of AXA since 2011 and the Executive Committee of AXA since 2008.

Mr. Pearson joined AXA in 1995 when AXA 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 2008, Mr. Pearson was named President and ~~Chief Executive Officer~~CEO of AXA Japan Holding Co., Ltd. (“AXA Japan”). Prior to joining AXA, Mr. Pearson spent approximately 20 years in the insurance sector, holding several senior management positions at National Mutual Holdings and Friends Provident.

Mr. Pearson brings to the Board the diverse financial services experience he has developed through his service as an executive, including as CEO, with AXA Financial, AXA Japan and other AXA affiliates.

Mr. Schoen, age ~~56,~~57, was elected a Director of the General Partner in July 2013. He has served as ~~Chief Executive Officer~~CEO of Baylon Capital Partners, L.P. (“Baylon”), a private family investment office, since April 2013. In addition, Mr. Schoen has served as a Senior Advisor to Thomas Lee Partners, L.P. (“THL”), a private equity firm, since 2012 and, prior thereto, held various senior management roles with THL, including Vice Chairman from 2010 to 2011, Co-President from 2003 to 2009 and Senior

Managing Director from 1998 to 2003. Mr. Schoen began his career in the investment banking group at ~~Goldman.~~Goldman Sachs. He serves as chairman of the board of trustees of Partners Continuing Care and Spaulding Rehabilitation Hospital, a member of the board of trustees of Partners Healthcare System, a member of the President’s Council of Massachusetts General Hospital, and a director of Share Our Strength.

Mr. Schoen, an audit committee financial expert, brings to the Board extensive private equity and investment banking experience, as well as his executive experience as the CEO of Baylon.

Ms. Slutsky, age ~~62,~~63, was elected a Director of the General Partner in July 2002. Since January 1990, she has been President and ~~Chief Executive Officer~~CEO of ~~The New York Community Trust (“NYCT”), a community foundation that manages a $2.5 billion endowment and annually grants more than $140 million to non-profit organizations.~~NYCT. Ms. Slutsky isrecently resigned as Treasurer and a board member of Independent Sector and formerly co-chaired its National Panel on the Non-Profit Sector, which focused on reducing abuse and improving governance practices at non-profit organizations. She served on the Board of Directors of BoardSource from 1999 to 2008 and served as its Chair from 2005 to 2007. Ms. Slutsky ~~also~~ served as Trustee and Chair of the Budget Committee of Colgate University from 1989 to 1997 and as a member of the Council on Foundations from 1989 to 1995, for which she also served as Chair from 1993 to 1995. She has been a Director of AXA Financial, AXA Equitable and MLOA since September 2006. In addition, Ms. Slutsky was a member of AXA Financial’s Audit Committee from 2006 through 2010. She has been a member of AXA Financial’s Organization and Compensation Committee since 2006 and was elected Chair of the Organization and Compensation Committee in February 2012.

Ms. Slutsky brings to the Board extensive corporate governance experience achieved through her executive and managerial roles at NYCT, BoardSource, Independent Sector and various other non-profit organizations. She also brings valuable insight gained from serving on boards and board committees at certain of our parent companies.

Mr. Thimann, age ~~48,~~49, was elected a Director of the General Partner in February 2014. In January 2014, he joined AXA as Group Head of Strategy, &Sustainability and Public Affairs and as a member of AXA’s Executive Committee. Prior to joining AXA, Mr. Thimann held several senior positions spanning 15 years with the European Central Bank, including, most recently, Director General and Adviser to the President from November 2008 until December 2013. From 1995 to 1998, he worked with the International Monetary Fund. Mr. Thimann is trustee of the Max-Planck-Institute for Tax Law and Public Finance and has published numerous articles on international finance, monetary economics and macroeconomics. He earned a PhD in economics in 1995.

Mr. Thimann brings to the Board his vast experience in public affairs and international finance.

Mr. Weinreich, age ~~54,~~55, was elected a Director of the General Partner in July 2013. A career finance executive, Mr. Weinreich retired in 2004 after 20 years with Bankers Trust/Deutsche Bank where he ~~served as~~held numerous positions, including Global Head of Hedge Funds, ~~for Deutsche Bank, Chief Executive Officer~~CEO of Deutsche Asset Management, Americas, and Chief Investment Officer and Co-Head of Bankers Trust Private ~~Bank, Chief Investment Officer for Bankers Trust Private Bank, as well as President of BT Futures, and Head of Corporate Capital Markets (US).~~Bank. He plays key roles on several boards, which roles currently include ~~vice chair~~Chairman of the Board of the Community FoodBank of New Jersey (“~~CFB”), chair of the CFB Foundation~~ and ~~chair~~Chairman of the Overlook Hospital Foundation Investment ~~Committee, and~~Committee. In addition, he is a director of Skybridge Capital Hedge Fund Portfolios and Houseparty Inc.

Mr. Weinreich brings to the Board the financial expertise and managerial skills he developed while working with Bankers Trust/Deutsche Bank and the philanthropic experiences he has cultivated since his retirement.

Mr. Cranch, age ~~68,~~69, has been our General Counsel since he joined our firm in 2004. Prior to joining 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.

Mr. Gingrich, age ~~56,~~57, joined our firm in 1999 as a senior research analyst with Bernstein Research Services and has been our firm’s ~~Chief Operating Officer~~COO since December 2011. Prior to becoming COO, Mr. Gingrich held senior managerial positions in Bernstein Research Services, including Chairman and ~~Chief Executive Officer~~CEO from February 2007 to November 2011 and Global Director of Research from December 2002 to January 2007.

The Audit Committee of the Board (“Audit Committee”)~~, during 2014, consisted~~ consists of Messrs. Elliott (Chair), Hicks, Schoen and Tobin, until Mr. Tobin retired in March 2014. Mr. Elliott was appointed as Chair of the Audit Committee upon Mr. Tobin’s retirement. Mr. Weinreich was appointed as a member of the Audit Committee on February 10, 2015.Weinreich. The primary purposes of the Audit Committee are to:


Ÿ
•	assist the Board in its oversight of:

Consistent with these functions, the Audit Committee 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 an open avenue of communication among the independent registered public accounting firm, senior management, the Internal Audit Department and the Board. The Audit Committee held seven meetings in ~~2014.~~2015.

The Compensation Committee ~~during 2014, consisted~~consists of Ms. Slutsky and Messrs. Condron (Chair), Duverne, Elliott and Kraus. The Compensation Committee held three meetings in ~~2014.~~2015. For additional information about the Compensation Committee, see “Compensation Discussion and Analysis—Compensation Committee” in Item 11.

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.

The Special Committee of the Board (“Special Committee”) consists of all of the independent directors and, in ~~2014,~~2015, included Mses. Hechinger, Messer and Slutsky and Messrs. Condron, Elliott (Chair), Hicks, Schoen ~~Tobin~~ and ~~Weinreich, until Mr. Tobin retired in March 2014. Mr. Elliott was appointed as Chair of the Special Committee upon Mr. Tobin’s retirement.~~Weinreich. The Special Committee has the authority to direct and oversee any matters referred to it by the Board and/or management including, but not limited to, matters relating to conflicts of interest and the relationship among AB, AB Holding and AXA. The members of the Special Committee do not receive any compensation for their service on the Special Committee, apart from the ordinary meeting fees described in “Director Compensation in ~~2014”~~2015” in Item 11. The Special Committee did not meet in ~~2014.~~2015.

In January 2015, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Messrs. Elliott and Schoen 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 in February 2015.

In January ~~2014,~~2016, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Messrs. Elliott and Schoen 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 in February 2016.

In January 2015, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Messrs. Elliott, Hicks, Schoen and ~~Tobin~~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 in February ~~2014.~~2015.

In January ~~2015,~~2016, 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. The Board so determined at its regular meeting in February ~~2015.~~2016.

In January 2015, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Mses. Hechinger, Messer and Slutsky and Messrs. Condron, Elliott, Hicks, Schoen and Weinreich is independent. The Board considered immaterial relationships of Mr. Hicks (relating to the fact that Alleghany is a client of SCB LLC) and Ms. Slutsky (relating to a contribution AB made to NYCT in February 2014 and the fact that she is a member of the boards of directors of AXA Financial and AXA Equitable), and determined, at its February 2015 regular meeting, that each of

Mses. Hechinger, Messer and Slutsky and Messrs. Condron, Elliott, Hicks, Schoen and Weinreich is independent within the meaning of the relevant rules.

In January 2016, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Mses. Hechinger, Messer and Slutsky and Messrs. Condron, Elliott, Hicks, Schoen and Weinreich is independent. The Board considered immaterial relationships of Mr. Hicks (relating to the fact that Alleghany is a client of SCB LLC) and Ms. Slutsky (relating to a contribution AB made to NYCT in February 2015 and the fact that she is a member of the boards of directors of AXA Financial and AXA Equitable), and determined, at its February 2016 regular meeting, that each of Mses. Hechinger, Messer and Slutsky and Messrs. Condron, Elliott, Hicks, Schoen and Weinreich is independent within the meaning of the relevant rules.

Leadership

The Board, together with the Governance Committee, is responsible for reviewing the Board’s leadership structure. In determining the appropriate individual to serve as our Chairman and ~~Chief Executive Officer,~~CEO, the Board and the Governance Committee consider, among other things, the composition of the Board, the role of the Board’s lead independent director (discussed more fully below), our company’s strong corporate governance practices, and the challenges and opportunities specific to ~~our company.~~AB.

We believe that our company derives significant benefits from having one individual hold the positions of both Chairman and ~~Chief Executive Officer,~~CEO, provided we have sufficient counter-balancing governance in place. We see significant value in having the leader in the Board room also manage the affairs of our company, and we believe any potential doubts as to our Board’s objectivity in evaluating management are offset by the lead independent director we have in place and the fact that the affirmative consent of our largest Unitholder (AXA) is required in order for any action taken by the Executive Committee or the Compensation Committee to be effective.

Lead Independent Director

~~The Board, at its February 2014 regular meeting, unanimously appointed, consistent with the Governance Committee’s recommendation,~~Our lead independent director, Steven G. Elliott, aswas appointed unanimously by our ~~lead independent director, effective upon Mr. Tobin’s retirement on March 4,~~Board in February 2014. ~~Mr. Elliott~~He presides at all executive sessions of non-management and independent directors and makes himself available, if requested by Unitholders, for consultation and communication. Interested parties wishing to communicate directly with Mr. Elliott may send an e-mail, with “confidential” in the subject line, to our Corporate Secretary or address mail to Mr. Elliott in care of our Corporate Secretary. Our Corporate Secretary will promptly forward such e-mail or mail to Mr. Elliott. We have posted this information in the “Management & Governance” section of our Internet Site.

Risk Oversight

The Board, together with the Audit Committee, has oversight for our company’s risk management framework, ~~both~~which includes investment risk, credit and counterparty risk, and operational risk, and is responsible for helping to ensure that ~~our company’s~~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 ~~operational~~investment, credit and ~~investment~~counterparty, and operational risk assessment and ~~operational and investment~~ 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 ~~operational and investment~~ risks inherent in our company’s business and operations, make quarterly reports to the Audit Committee, ~~including an annual risk review that addresses~~which address investment, credit and counterparty, and operational ~~and investment~~ 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 Chairman and ~~Chief Executive Officer~~CEO and, since 2013, has had a reporting line to the Audit Committee.

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



Bank of America Merrill Lynch	Barclays Capital Group	BlackRock Financial Management, Inc.
Citigroup Inc.	Credit Suisse Group AG	Deutsche Bank AG
Franklin Resources, Inc.	Goldman Sachs Group, Inc.	Goldman Sachs Asset Management, L.P.
Invesco Ltd.	JPMorgan Chase & Co.	JPMorgan Asset Management Inc.
Morgan Stanley	Morgan Stanley Investment Management Inc.	PIMCO LLC
T. Rowe Price Group, Inc.	UBS AG	The Vanguard Group, Inc.

The McLagan Data indicated that the total compensation paid to our named executive officers in ~~2014~~2015 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 2015 to our named executive officers were appropriate and reasonable.

We base decisions about the compensation of our named executive officers, other than Mr. Kraus, 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 compensation of our named executive officers. Instead, we rely on our judgment about each executive’s performance in light of business and operational goals established at the beginning of the year and reviewed in the context of the current-year financial performance of the firm. We begin this process, which is conducted by the CEO and the COO working with other members of senior management, by determining the total incentive compensation amounts available for a particular year (as more fully explained above in “Overview of 2015 Incentive Compensation Program”).

We then consider a number of key factors for each of the named executive officers (other than Mr. Kraus, our CEO, whose compensation is described below in "Overview of Our CEO's Compensation"). Specific factors will vary among business units, among individuals and during different business cycles, so we do not adopt any specific weighting or formula under which these metrics are applied. Key factors we consider include:



•	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.

We then provided specific incentive compensation recommendations to the Compensation Committee, which recommendations were supported by the factors listed above. We also provided the Compensation Committee with the McLagan Data, which was not used in a formulaic or mechanical way to determine named executive officer compensation levels, but rather, as noted ~~immediately~~ above, provided the Compensation Committee with compensation levels paid to executives at the Comparable Companies. The Compensation Committee then made the final incentive compensation decisions.

We have described in the table below the business and operational goals established at the beginning of ~~2014~~2015 for our named executive officers, ~~(other~~other than Mr. ~~Kraus)~~Kraus, and their achievements during ~~2014:~~2015:



Named Executive Officer	~~2014~~2015 Business and Operational Goals	~~2014~~2015 Goals Achieved
James A. Gingrich ~~Chief Operating Officer~~COO	− increase operating efficiency; − optimize Retail, Institutions and Private Wealth strategy and sales efforts; − enhance planning and organizational processes; − optimize revenue and profitability of Bernstein Research Services; − foster a culture of meritocracy, empowerment and accountability among business leaders; and − recruit and retain top talent.	− contained operating costs; − implemented processes to better manage costs; − ~~improved client flows across the majority of~~implemented organizational changes within distribution ~~channels~~functions designed to enhance product development, marketing effectiveness and ~~geographies;~~sales productivity; − helped improve Bernstein Research Services revenues and margins; and − helped recruit new personnel in several key ~~positions;~~ ~~− negotiated and helped complete the firm’s acquisition of CPH Capital Fondsmaeglerselskab A/S; and~~ ~~− helped improve Bernstein Research Services revenues and margins.~~positions.

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~~Named Executive Officer~~	~~2014 Business and Operational Goals~~	~~2014 Goals Achieved~~
Robert P. van Brugge Chairman and CEO, Bernstein Research Services	− optimize revenue and profitability of Bernstein Research Services; − further enhance this unit’s research capabilities, trading services and product array; − extend this unit’s geographic platform; and − attract, motivate and retain top talent.	− increased Bernstein Research Services profitability; − achieved excellent results in third-party research and trading surveys; − increased the commercial success of our firm's sell-side trading platform; and − ~~made significant progress in expanding~~continued to expand the sell-side business in Asia.


~~Lori A. Massad~~ ~~Head of Human Capital~~
Named Executive Officer	2015 Business and ~~Chief Talent Officer~~ Operational Goals	2015 Goals Achieved
Laurence E. Cranch General Counsel	− ~~actively support the business strategy changes of the firm’s strategic business units (“SBUs”), including talent assessment~~maintain and ~~implications, re-organization, recruiting and development;~~improve our firm's good compliance record; − ~~ensure adherence to~~improve the ~~firm’s culture~~Legal and Compliance Department's level of ~~“Relentless Ingenuity”;~~client service; − ~~implement new U.S. medical benefit programs;~~develop and retain high quality talent in the Legal and Compliance Department; − ~~assess~~manage the ~~competitiveness~~firm's legal and ~~enhance certain aspects of our non-U.S. benefit programs;~~ ~~− implement initiatives to strengthen employee engagement;~~compliance risks; and − ~~enhance our firm’s diversity initiatives, including fostering an environment in which diverse talent thrives~~continue to aggressively manage outside counsel and ~~progresses.~~other expenses.	− ~~supported SBU~~required strict adherence to our firm's compliance policies and procedures and ensured our firm fulfills its fiduciary duties to clients; − identified several areas that presented particular risk to AB with respect to compliance and adopted new processes and procedures to address these risks; − enhanced AB's due diligence and compliance monitoring processes with respect to new products that involve particular compliance challenges; − received positive evaluations from senior business ~~strategies by contributing~~leaders with respect to the ~~smooth transition~~performance of ~~new talent, facilitating~~ the ~~re-organization of specific groups, designing customized development programs,~~Legal and ~~recruiting talent;~~Compliance Department; − ~~facilitated culture forums between~~supervised an ongoing process within the ~~CEO, senior leaders~~Legal and ~~employees across SBUs~~Compliance Department focused on identifying practices and ~~regions;~~ ~~− implemented new U.S. medical benefit plans~~circumstances that risk exposing the firm to litigation and ~~continued employee education on the important features of the medical plans (e.g., Health Savings Accounts);~~ ~~− assessed the competitiveness of our non-U.S. benefits programs~~regulatory enforcement proceedings and ~~enhanced certain aspects of these plans (e.g., redesigned the Asia ex-Japan medical benefit plan);~~ ~~− established and facilitated “management circles”~~took steps to ~~promote manager networking and to strengthen our managers’ leadership skills;~~mitigate this risk; and − ~~implemented diversity programs~~continued to ~~engage and develop diverse groups of talent and facilitate their progression in our firm.~~actively manage outside counsel expenses.

John C. Weisenseel ~~Chief Financial Officer~~CFO	− ~~focus on evaluating~~increase the firm's profitability by controlling expenses; − evaluate and ~~supporting~~support new business development opportunities; − manage ~~any related~~business funding requirements ~~together with~~within the context of the firm’s capital and liquidity; ~~− continue to execute our firm’s global real estate consolidation plan with particular emphasis on sub-leasing surplus office space;~~ − assess financial processes and systems; − ensure adherence to internal control structure and financial reporting standards; − ~~enhance internal financial reporting, including an increased focus on management operating metrics, to provide more useful information to senior management;~~continue communications with the firm's investors and credit rating agencies; and − identify and develop the next generation of leaders in the Finance and Administrative Services Departments.	− decreased non-compensation expenses compared to 2014; − provided accounting and tax guidance in structuring, integrating and funding business development opportunities; − ~~extended our firm’s $1 billion senior revolving credit facility, helping ensure the firm will have sufficient liquidity~~repurchased AB Holding Units to ~~fund operations over the next five years;~~ ~~− completed sub-leasing for the first phase of the global real estate consolidation plan and approximately 90% of the sub-leasing for the second phase;~~ ~~− maintained active dialogue with the investment community and credit rating agencies, including providing input into the proposed credit rating criteria changes for asset managers;~~offset earnings per unit dilution, which otherwise would result from employee equity-based compensation awards; − improved the efficiency of internal financial reporting through the ~~selection~~design and ~~first phase implementation~~testing of a new, robust financial reporting system; − ~~identified improvements to~~enhanced internal financial reporting, ~~enhancing transparency~~including an increased focus on management operating metrics, to provide more useful information to senior management; − maintained active dialogue with AB's investor community and ~~accountability of senior business leaders;~~credit rating agencies and sponsored the asset management industry annual CFO roundtable; and − implemented several staffing changes in the Finance and Administrative Services Departments, providing better client service within our firm while reducing costs.

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As indicated in the table above, each of the named executive officers included in the table successfully achieved his ~~or her~~ goals in ~~2014.~~2015. The compensation of each of these named executive officers reflected Mr. Kraus’s and the Compensation Committee’s judgment in assessing the importance of his ~~or her~~ achievements to our firm’s financial results.

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Overview of Our ~~Chief Executive Officer’s~~CEO’s Compensation

~~For January 1 and 2, 2014, our CEO, Peter S.~~In 2015, Mr. Kraus was compensated for his services as Chairman of the Board and CEO ~~pursuant to his initial employment agreement (“Kraus Initial Employment Agreement”) dated as of December 19, 2008, which was in effect from December 19, 2008 through January 2, 2014. For the remainder of 2014, Mr. Kraus was compensated~~ based on the terms set forth in his employment agreement dated as of June 21, 2012 (“Kraus Employment Agreement”)~~, pursuant to which he serves as Chairman of the Board and CEO.~~. The Kraus Employment Agreement commenced on January 3, 2014 and terminates on January 2, 2019 (“Employment Term”), unless it is terminated earlier in accordance with its terms. Although the Employment Term did not commence until January 3, 2014, certain provisions of the Kraus Employment Agreement became effective on June 21, 2012, the date the agreement was signed, including those provisions summarized below pertaining to the grant of 2,722,052 restricted AB Holding Units to Mr. Kraus (“June 2012 Grant”) and termination of his employment.

The terms of the Kraus Employment Agreement were the result of arm’s-length negotiations between Mr. Kraus, members of the Compensation Committee, who discussed this matter during four Special Meetings of the Compensation Committee held in 2012, and other members of the Board. In addition, the Compensation Committee considered comparative compensation benchmarking data (“Johnson Data”) from Johnson Associates, Inc., a compensation consultant engaged by the Compensation Committee. The Johnson Data provided ranges of CEO compensation levels for 2011 at selected asset management companies and banks comparable to ours in terms of size and business mix, including salary, cash bonus, total cash compensation and total compensation. In addition, this data indicated that the compensation terms for Mr. Kraus set forth in the Kraus Employment Agreement were fully competitive and consistent with industry standards given our size, scope and complexity, the importance of CEO continuity, Mr. Kraus’s experience and integral role in the ongoing execution of our firm’s long-term growth strategy, and the allocation of Mr. Kraus’s compensation more heavily to restricted equity. The comparable companies, which management selected with input from Johnson Associates, included:



Affiliated Managers Group, Inc.	Ameriprise Financial, Inc.	The Bank of New York Mellon Corp.
BlackRock Financial Management, Inc.	Credit Suisse Asset Management LLC	Eaton Vance Corp.
Federated Investors, Inc.	Franklin Resources, Inc.	Invesco Ltd.
Janus Capital Group Inc.	JPMorgan Asset Management Inc.	Lazard Ltd.
Legg Mason, Inc.	Morgan Stanley	Northern Trust Corporation
State Street Global Advisors Ltd.	T. Rowe Price Group, Inc.

In addition, the Johnson Data indicated that the compensation terms for Mr. Kraus set forth in the Kraus Employment Agreement were fully competitive and consistent with industry standards given our firm's size, scope and complexity, the importance of CEO continuity, Mr. Kraus's experience and integral role in the ongoing execution of our firm's long-term growth strategy, and the allocation of Mr. Kraus's compensation more heavily to restricted equity.

The Compensation Committee and the Executive Committee, based on the Johnson Data and other inquiry as needed, decided to structure the allocation of Mr. Kraus’s compensation under the Kraus Employment Agreement heavily toward the June 2012 Grant. For information regarding the Executive Committee, see “Committees of the Board” in Item 10.

Compensation Elements

Base Salary

Mr. Kraus’s annual base salary under the Kraus Employment Agreement, which originally was set at $275,000, was increased to $400,000 by the Compensation Committee, effective January 1, ~~2014, by the Compensation Committee.~~2014. This amount is comparable to the annual base salary paid to our most senior executives generally and 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. Kraus's base salary is entirely in the discretion of the Compensation Committee.

Cash Bonus

Mr. Kraus did not receive a cash bonus for ~~2014,~~2015, nor is he entitled to receive a future cash bonus during the remainder of the Employment Term. Any future cash bonus that may be paid to Mr. Kraus is entirely in the discretion of the Compensation Committee.

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Restricted AB Holding Units

Mr. Kraus was awarded the June 2012 Grant upon execution of the Kraus Employment Agreement, on June 21, 2012. The size of the June 2012 Grant, which had a value of approximately $33 million based on the market price of an AB Holding Unit on June 21, 2012, reflected the determination by Mr. Kraus and the Board that this was a reasonable and appropriate amount of long-term incentive compensation in view of Mr. Kraus’s expertise and experience, his past compensation, and the compensation of ~~other~~the CEOs ofincluded in the ~~comparable asset management companies~~ ~~described above~~.Johnson Data.

Subject to accelerated vesting clauses in the Kraus Employment Agreement (e.g., immediate vesting upon a “change in control” of our firm, as discussed in detail below), the June 2012 Grant vests ratably on each of the first five anniversaries of December

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19, 2013, commencing December 19, 2014, provided, with respect to each installment, Mr. Kraus continues to be employed by AB on the vesting date. However, Mr. Kraus elected to delay delivery of all of the restricted AB Holding Units until December 19, 2018, the final vesting date, subject to acceleration upon a “change in control” of our firm and certain qualifying events of termination of employment (see “Terms Relating to Change in Control and Termination of Employment” below).

During the Employment Term, Mr. Kraus is paid the cash distributions payable with respect to his unvested and vested restricted AB Holding Units until the AB Holding Units are delivered or forfeited. These cash distributions generally are paid at the time distributions are made to AB Holding Unitholders.

As noted above, Mr. Kraus did not receive an equity-based award for ~~2014,~~2015, nor is he entitled to receive a future equity award during the remainder of the Employment Term. ~~Any future grant of equity-based awards is entirely in the discretion of the Compensation Committee.~~ Accordingly, during the Employment Term, the totality of Mr. ~~Kraus’s~~Kraus's compensation (other than his base salary) is and, absent any additional awards the Compensation Committee may choose to grant, will continue to be, dependent on the level of cash distributions on the restricted AB Holding Units granted to Mr. Kraus and the evolution of the trading price of an AB Holding ~~Units,~~Unit, both of which are partially dependent on the financial and operating results of our firm. Therefore, his long-term interests are, and will continue to be, aligned directly ~~aligned~~ with the interests of our Unitholders and ~~also~~ indirectly ~~aligned~~ with the interests of our clients, as strong performance for our clients generally contributes directly to increases in assets under management and improved financial performance for the firm.

Perquisites and Benefits

Under the Kraus Employment Agreement, Mr. Kraus is entitled to receive the following perquisites and benefits:


Ÿ
•	personal use of company aircraft (provided he reimburses the company for any incremental cost resulting from such use), and the ability to have family members accompany him on company aircraft when Mr. Kraus travels for business purposes (provided that taxable income is imputed to him for any business flight on which family members are aboard);

Ÿ•

personal use of a company car and driver;

•

Ÿ

following termination of his employment due to death or disability, continued health and welfare benefits (see note 76 to “Potential Payments upon Termination or Change in Control” table belowfor additional information); and

Ÿ•

following termination of his employment by AB without cause or by Mr. Kraus for good reason, payments equal to the cost of COBRA coverage for the period for which he is entitled to COBRA.

Terms Relating to Change in Control and Termination of Employment

The June 2012 Grant will vest immediately upon a “change in control” of ~~the company.~~our firm. A change in control is defined as:


Ÿ
•	AXA ceasing to control the management of AB’s business; or

Ÿ•

AB Holding ceasing to be publicly traded.

Mr. Kraus negotiated the change-in-control provisions described immediately abovein order to ensure that AB would continue to be operated as a separately-managed entity and with a certain degree of independence and that AB Holding would continue as a publicly-traded entity. Both AXA and Mr. Kraus believed that these arrangements added significant value to AB. The Board understood that AXA had no intention of changing these arrangements during the Employment Term and, accordingly, concluded that the change-in-control provisions were acceptable and necessary in order to retain Mr. Kraus.

The Kraus Employment Agreement also provides for the immediate vesting of the next two installments of restricted AB Holding Units (or the final installment, if only one installment remains unvested as of the termination date) upon certain qualifying terminations of employment, including termination of Mr. Kraus’s employment:

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Ÿ
•	by AB without cause, where “cause” includes, among other things:

o•

the continued, willful failure by Mr. Kraus to perform substantially his duties with AB after a written demand for substantial performance is delivered to him by the Board;

o•

Mr. Kraus’s conviction of, or plea of guilty ornolo contendere to, a crime that constitutes a felony;

o•

the willful engaging by Mr. Kraus in misconduct that is materially and demonstrably injurious to AB or any of its affiliates;

o•

the willful breach by Mr. Kraus of the covenant not to disclose any confidential information pertaining to AB or its affiliates or the covenant not to compete with AB or its affiliates; or

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o•

Mr. Kraus’s failure to comply with a material written company workplace policy applicable to him, and

	Ÿ
•	by Mr. Kraus for good reason, where “good reason” generally includes actions taken by AB resulting in a material negative change in Mr. Kraus’s employment relationship, such as:

o•

assignment to Mr. Kraus of duties materially inconsistent with his position;

o•

any material breach of the Kraus Employment Agreement by AB;

o•

a requirement by AB that Mr. Kraus be based at any office or location more than 25 miles commuting distance from company headquarters; or

o•

a requirement that Mr. Kraus report to an officer or employee of AB instead of reporting directly to the Board and the CEO of AXA.

In addition, if Mr. Kraus dies or becomes disabled during the Employment Term, Mr. Kraus immediately will vest in a pro-rated portion of any restricted AB Holding Units otherwise due to vest on the next vesting date.

Mr. Kraus negotiated the provisions described immediately abovein order to preserve the value of his long-term incentive compensation arrangement. The Board agreed to these provisions because they were typical of executive compensation agreements for executives at Mr. Kraus’s level, they provided Mr. Kraus with effective incentives for future performance, and because the Board concluded that they were necessary to retain Mr. Kraus.

The Board also concluded that the change-in-control and termination provisions in the Kraus Employment Agreement fit within AB’s overall compensation objectives because these provisions, which aligned with AB’s goal of providing Mr. Kraus with effective incentives for future performance:


o
	•	permitted AB to retain a highly-qualified chief executive officer;

o•

aligned Mr. Kraus’s long-term interests with those of AB’s Unitholders and clients;

o•

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. Kraus’s tenure; and

o•

were consistent with the Board’s expectations that Mr. Kraus 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 Committee

In ~~2014,~~2015, the Compensation Committee consisted of Ms. Slutsky and Messrs. Condron (Chair), Duverne, Elliott and Kraus. The Compensation Committee held three meetings in ~~2014.~~2015.

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 ~~composed~~consisting solely of independent directors. AXA owns, indirectly, an approximate ~~62.7%~~62.8% economic interest in AB (as of December 31, ~~2014)~~2015), and compensation expense is a significant component of our financial results. For these reasons, Mr. Duverne, Deputy ~~Chief Executive Officer~~CEO 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 executive officer of one or more of our parent companies. (Presently, Mr. Duverne is the only member of the Compensation Committee who is also an executive officer of one or more of our parent companies.)

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

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Ÿ
•	determining cash bonuses;

Ÿ•

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;

Ÿ•

reviewing and approving the compensation of our CEO, evaluating his performance, and determining and approving his compensation level based on this evaluation; and

Ÿ•

reviewing and discussing the CD&A, and recommending to the Board its inclusion in the Partnerships’ Forms 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. Kraus is an active member of the Compensation Committee, but he does not participate in any committee discussions or votes regarding his own compensation. Mr. Kraus, working with the COO 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 ~~2014,~~2015, we paid $26,750 to McLagan for executive compensation benchmarking data and an additional ~~$269,212~~$272,654 for survey and consulting services relating to the amount and form of compensation paid to employees other than executives.

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The Compensation Committee held its regularly-scheduled meeting regarding year-end compensation on December ~~12, 2014,~~11, 2015, 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 ~~online~~on-line in the “Management & Governance” section of our Internet Site.

Other Compensation-Related Matters

AB and AB Holding are, respectively, private and public limited partnerships, and are subject to taxes other than federal and state corporate income tax (see “Structure-related Risks” in Item 1A and Note 19 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 entities taxed as corporations, is not applicable to either AB or AB Holding.

Compensation Committee Interlocks and Insider Participation

Mr. Duverne is the Deputy ~~Chief Executive Officer~~CEO of AXA, the ultimate parent company of the General Partner.

Mr. Kraus is Chairman of the Board and ~~Chief Executive Officer~~CEO of the General Partner and, accordingly, also serves in that capacity for AB and AB Holding. Mr. Kraus is also a director of AXA Financial, AXA Equitable and MLOA. In addition, Mr. Kraus is a member of the Management ~~Board~~Committee of AXA. Other than Mr. Kraus, no executive officer of AB served as (i) a member of a compensation committee or (ii) a director of another entity, an executive officer of which served as a member of AB’s Compensation Committee or Board.

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.



Christopher M. Condron (Chair)	Denis Duverne
Steven G. Elliott	Peter S. Kraus
Lorie A. Slutsky

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Summary Compensation Table for 2015

Total compensation of our named executive officers for 2015, 2014 ~~2013~~ and ~~2012,~~2013, as applicable, is as follows:

Name and
Principal Position
Year
Salary($)⁽¹⁾
Bonus($)
Stock
Awards⁽²⁾⁽³⁾
($)

All Other
Compensation ($)
Total($)

Peter S. Kraus⁽⁴⁾
2014 411,539 — — 6,374,364 6,785,903
Chairman and CEO 2013 275,000 — — 3,168,218 3,443,218
2012 275,000 — 33,127,373 2,634,830 36,037,203
James A. Gingrich 2014 415,385 3,940,000 3,660,000 872,272 8,887,657
Chief Operating Officer 2013 400,000 3,940,000 3,660,000 654,791 8,654,791
2012 400,000 2,485,000 3,114,993 304,781 6,304,774
Robert P. van Brugge 2014 415,385 1,940,000 1,660,000 327,253 4,342,638
Chairman and CEO of SCB LLC 2013 400,000 1,565,000 1,285,000 563,175 3,813,175
2012 389,808 1,490,778 1,609,224 86,237 3,576,047
Lori A. Massad 2014 415,385 940,000 660,000 190,663 2,206,048
Head of Human Capital and Chief Talent Officer 2013 400,000 940,000 660,000 177,131 2,177,131
2012 400,000 805,000 595,006 128,851 1,928,857
John C. Weisenseel⁽⁵⁾
2014 389,423 800,000 500,000 135,457 1,824,880
CFO 2013 375,000 710,000 440,000 116,180 1,641,180
2012 229,327 755,050 1,244,969 40,207 2,269,553



Name and Principal Position	Year	Salary($)	Bonus($)	Stock Awards⁽¹⁾⁽²⁾ ($)	All Other Compensation ($)	Total($)
Peter S. Kraus⁽³⁾	2015	400,000	—	—	6,544,627	6,944,627
Chairman and CEO	2014	411,539	—	—	6,374,364	6,785,903
	2013	275,000	—	—	3,168,218	3,443,218
James A. Gingrich	2015	400,000	3,940,000	3,660,000	892,863	8,892,863
Chief Operating Officer	2014	415,385	3,940,000	3,660,000	872,272	8,887,657
	2013	400,000	3,940,000	3,660,000	654,791	8,654,791
Robert P. van Brugge	2015	400,000	2,040,000	1,760,000	339,762	4,539,762
Chairman and CEO of SCB LLC	2014	415,385	1,940,000	1,660,000	327,253	4,342,638
	2013	400,000	1,565,000	1,285,000	563,175	3,813,175
Laurence E. Cranch⁽⁴⁾	2015	400,000	915,000	635,000	334,969	2,284,969
General Counsel

John C. Weisenseel	2015	375,000	915,000	610,000	129,559	2,029,559
CFO	2014	389,423	800,000	500,000	135,457	1,824,880
	2013	375,000	710,000	440,000	116,180	1,641,180


(1)	In 2014, we had 27 bi-weekly pay periods instead of our customary 26 pay periods. Therefore, the named executive officers received more base salary in 2014 than they otherwise would have received based on their annual base salary rates.

~~(2)~~

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 17 to AB’s consolidated financial statements in Item 8.

~~(3)~~
(2)	See “Grants of Plan-based Awards in ~~2014”~~2015” below ~~in this Item 11~~ for information regarding the ~~2014~~2015 long-term incentive compensation awards granted to our named executive officers.

~~(4)~~
(3)	Mr. Kraus’s compensation structure is set forth in the Kraus Employment Agreement, the terms of which are described above in “Overview of Our ~~Chief Executive Officer’s~~CEO’s Compensation” ~~in this Item 11~~.


(4)	We have not provided 2014 or 2013 compensation for Mr. Cranch because he was not a named executive officer in 2014

or 2013.

~~(5)~~

~~Mr. Weisenseel joined our firm as Chief Financial Officer in May 2012.~~

~~See “Outstanding Equity Awards at 2014 Fiscal Year-End” below in this Item 11~~ ~~for information regarding the restricted AB Holding Units awarded to Mr. Weisenseel in connection with his recruitment and as replacement equity for awards he forfeited by leaving McGraw Hill.~~

~~See “Non-Qualified Deferred Compensation for 2014” below in this Item 11~~ ~~for information regarding the $100,050 portion of Mr. Weisenseel’s 2012 long-term incentive compensation award under the Incentive Compensation Program that he elected to allocate to Deferred Cash.~~

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The “All Other Compensation” column includes the aggregate incremental cost to our company of certain other expenses and perquisites. For ~~2014,~~2015, the column includes the following:

Name Quarterly Distributions on AB Holding Unit Awards ($)
Personal Use of Car and Driver
($)
Contributions to Profit Sharing Plan ($)
Life Insurance Premiums
($)

Financial Planning Services
($)

Peter S. Kraus 6,173,614
⁽¹⁾
187,750
⁽²⁾
13,000 — —
James A. Gingrich 857,466
⁽³⁾
— 13,000 1,806 —
Robert P. van Brugge 313,623 — 13,000 630 —
Lori A. Massad 156,697 — 13,000 966 20,000
John C. Weisenseel 121,560 — 13,000 897 —



Name	Quarterly Distributions on AB Holding Unit Awards ($)	Aircraft-related Imputed Income ($)		Personal Use of Car and Driver ($)		Contributions to Profit Sharing Plan ($)	Life Insurance Premiums ($)	Financial Planning Services ($)
Peter S. Kraus	6,304,272	49,117	⁽¹⁾	177,988	⁽²⁾	13,250	—	—
James A. Gingrich	858,033	—		—		13,250	1,806	19,774
Robert P. van Brugge	325,882	—		—		13,250	630	—
Laurence E. Cranch	318,519	—		—		13,250	3,200	—
John C. Weisenseel	114,632	—		—		13,250	1,677	—

(1)

~~Includes~~

~~$4,115,742 paid as distributions with respect~~We use the Standard Industry Fare Level ("SIFL") methodology to ~~unvested AB Holding Units and $2,057,872 paid as distributions with respect~~calculate the amount to ~~vested AB Holding Units,~~include in the ~~delivery~~taxable income of named executive officers for the personal use of company-owned aircraft. Using the SIFL methodology, which was approved by the Compensation Committee, limits our ability to deduct the full cost of personal use of company-owned aircraft by our executive officers. Mr. Kraus ~~has voluntarily deferred~~reimburses AB for any incremental cost resulting from his personal use of company-owned aircraft. However, taxable income is imputed to Mr. Kraus for business flights on which family members are aboard. The figure in the table represents the taxable income for the 12 months ended October 31, 2015 that was imputed to Mr. Kraus. In addition, AB was unable to deduct approximately $1.4 million of the cost of company-owned.

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aircraft, representing a tax cost to AB of $14,340, due to the fact that family members accompanied Mr. Kraus on certain trips on company-owned aircraft taken for business purposes.


(2)	Includes lease costs ($~~19,591)~~15,422), driver compensation ($~~148,086)~~143,657) and other car-related costs ($~~20,073)~~18,909), such as parking, gas, tolls, and repairs and maintenance.

~~(3)~~

~~Includes~~ $714,355 paid as distributions with respect to unvested AB Holding Units and $143,111 paid as distributions with respect to vested AB Holding Units, the delivery of which Mr. Gingrich has voluntarily deferred.

Grants of Plan-based Awards in ~~2014~~2015

Grants of awards under the 2010 Plan, our equity compensation plan, during ~~2014~~2015 made to our named executive officers are as follows:

Name Grant Date
All Other Stock Awards:
Number of Shares of Stock
or Units (#)

Grant Date Fair Value
of Stock Awards ($)

Peter S. Kraus — — —
James A. Gingrich⁽¹⁾
12/12/2014 150,991 3,660,000
Robert P. van Brugge⁽¹⁾
12/12/2014 68,482 1,660,000
Lori A. Massad⁽¹⁾
12/12/2014 27,228 660,000
John C. Weisenseel⁽¹⁾
12/12/2014 20,628 500,000



Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock Awards ($)
Peter S. Kraus	—	—	—
James A. Gingrich⁽¹⁾	12/11/2015	158,992	3,660,000
Robert P. van Brugge⁽¹⁾	12/11/2015	76,455	1,760,000
Laurence E. Cranch⁽¹⁾	12/11/2015	27,585	635,000
John C. Weisenseel⁽¹⁾	12/11/2015	26,499	610,000

(1)

As discussed above in “Overview of ~~2014~~2015 Incentive Compensation Program” and “Compensation Elements for Named Executive Officers—~~Long-term~~Long-Term Incentive Compensation Awards” ~~in this Item 11~~, long-term incentive compensation awards generally are denominated in restricted AB Holding Units. The ~~2014~~2015 long-term incentive compensation awards granted to our named executive officers under the Incentive Compensation Program and the 2010 Plan 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 ~~2014~~2015 Fiscal Year-End Table.

In ~~2014,~~2015, the number of restricted AB Holding Units comprising long-term incentive compensation awards was based on the closing price of an AB Holding Unit as reported for NYSE composite transactions on December ~~12, 2014,~~11, 2015, the date on which the Compensation Committee approved the awards.

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Outstanding Equity Awards at ~~2014~~2015 Fiscal Year-End

Outstanding equity awards held by our named executive officers as of December 31, ~~2014~~2015 are as follows:

Option Awards AB Holding Unit Awards
Name
Number of Securities
Underlying Unexercised
Options Exercisable (#)
Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price ($) Option Expiration Date
Number of Shares
or Units of Stock That
Have Not Vested (#)

Market
Value of Shares or
Units of
Stock That Have Not Vested ($)

Peter S. Kraus⁽¹⁾
— — — — 2,177,642 56,248,493
James A. Gingrich⁽²⁾⁽³⁾
263,533 — 17.05 1/23/19 387,787 10,016,538
Robert P. van Brugge⁽⁴⁾
— — — — 168,851 4,361,421
Lori A. Massad⁽⁵⁾
— — — — 74,197 1,916,509
John C. Weisenseel⁽⁶⁾
— — — — 59,396 1,534,199



	Option Awards				AB Holding Unit Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)
Peter S. Kraus⁽¹⁾	—	—	—	—	1,633,231	38,952,559
James A. Gingrich⁽²⁾⁽³⁾	263,533	—	17.05	1/23/2019	395,675	9,436,849
Robert P. van Brugge⁽⁴⁾	—	—	—	—	177,609	4,235,975
Laurence E. Cranch⁽⁵⁾⁽⁶⁾	78,348	—	17.05	1/23/2019	68,956	1,644,601
John C. Weisenseel⁽⁷⁾	—	—	—	—	55,187	1,316,210


(1)	For details ~~concerning~~regarding the restricted AB Holding Units awarded to Mr. Kraus under the Kraus Employment Agreement, see “Overview of Our ~~Chief Executive Officer’s~~CEO’s Compensation – Compensation Elements – Restricted AB Holding Units” above ~~in this Item 11~~.

(2)

Mr. Gingrich was awarded (i) ~~150,991~~158,992 restricted AB Holding Units in December ~~2014~~2015 that are scheduled to vest in 25% increments on each of December 1, 2016, 2017, 2018 and 2019, (ii) 150,992 restricted AB Holding Units in December 2014, 25% of which vested on December 1, 2015 and the remainder of which is scheduled to vest in 25% increments on each of December 1, 2016, 2017 and 2018, ~~(ii)~~(iii) 168,897 restricted AB Holding Units in December 2013, 25% of which vested on each of December 1, 2014 and 2015, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, ~~2015,~~ 2016 and 2017, ~~(iii)~~and (iv) 155,968 restricted AB Holding Units in December 2012, 25% of which vested on each of December 1, 2013, ~~and~~ 2014 and ~~the remainder of which is scheduled to vest in additional 25% increments on each of December 1,~~ 2015, ~~and 2016, and (iv) 128,558 restricted AB Holding Units in December 2011, 25% of which vested on each of December 1, 2012, 2013 and 2014,~~ and the remainder of which is scheduled to vest in an additional 25% increment on December 1, ~~2015.~~2016.


(3)	Mr. Gingrich was granted 263,533 options to buy AB Holding Units in January 2009, 20% of which vested and became exercisable on each of January 23, 2010, 2011, 2012, 2013 and 2014.

(4)

Mr. van Brugge was awarded (i) ~~68,482~~76,455 restricted AB Holding Units in December ~~2014~~2015 that are scheduled to vest in 25% increments on each of December 1, 2016, 2017, 2018 and 2019, (ii) 68,482 restricted AB Holding Units in December 2014, 25% of which vested on December 1, 2015 and the remainder of which is scheduled to vest in 25% increments on each of December 1, 2016, 2017 and 2018, ~~(ii)~~(iii) 59,299 restricted AB Holding Units in December 2013, 25% of which vested on each of December 1, 2014 and 2015, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, ~~2015,~~ 2016 and 2017, ~~(iii)~~and (iv) 80,574 restricted AB Holding Units in December 2012, 25% of which vested on each of December 1, 2013, 2014 and 2015, and the remainder of which is scheduled to vest in an additional 25% increment on December 1, 2016.

(5)

Mr. Cranch was awarded (i) 27,585 restricted AB Holding Units in December 2015 that are scheduled to vest in 25% increments on each of December 1, 2016, 2017, 2018 and 2019, (ii) 26,197 restricted AB Holding Units in December 2014, 25% of which vested on December 1, 2015 and the remainder of which is scheduled to vest in 25% increments on each of December 1, 2016, 2017 and 2018, (iii) 29,303 restricted AB Holding Units in December 2013, 25% of which vested on each of December 1, 2014 and 2015, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, ~~2015 and~~ 2016 and 2017, and (iv) ~~62,433~~28,290 restricted AB Holding Units in December ~~2011,~~2012, 25% of which vested on each of December 1, ~~2012,~~ 2013, 2014 and ~~2014,~~2015, and the remainder of which is scheduled to vest in an additional 25% increment on December 1, ~~2015.~~2016.

~~(5)~~	~~Ms. Massad~~
(6)	Mr. Cranch was granted 78,348 options to buy AB Holding Units in January 2009, 20% of which vested and became exercisable on each of January 23, 2010, 2011, 2012, 2013 and 2014.

(7)

Mr. Weisenseel was awarded (i) ~~27,228~~26,499 restricted AB Holding Units in December ~~2014~~2015 that are scheduled to vest in 25% increments on each of December 1, 2016, 2017, 2018 and 2019, (ii) 20,628 restricted AB Holding Units in December 2014, 25% of which vested on December 1, 2015 and the remainder of which is scheduled to vest in 25% increments on each of December 1, 2016, 2017 and 2018, ~~(ii) 30,457~~(iii) 20,305 restricted AB Holding Units in December 2013, 25% of which vested on each of December 1, 2014 and 2015, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, 2015, 2016 and 2017, (iii) 29,792 restricted AB Holding Units in December 2012, 25% of which vested on each of December 1, 2013 and 2014, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, 2015 and 2016, and (iv) 36,923 restricted AB Holding Units in December 2011, 25% of which vested on each of December 1, 2012, 2013 and 2014, and the remainder of which is scheduled to vest in an additional 25% increment on December 1, 2015.

~~(6)~~

Mr. Weisenseel was awarded (i) 20,628 restricted AB Holding Units in December 2014 that are scheduled to vest in 25% increments on each of December 1, 2015, 2016, 2017 and 2018, (ii) 20,305 restricted AB Holding Units in December 2013, 25% of which vested on December 1, 2014, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, 2015, 2016 and 2017, and ~~(iii)~~(iv) 12,265 restricted AB Holding Units in December 2012, 25% of which vested on each of December 1, 2013, 2014 and ~~2014,~~2015, and the remainder of which ~~is scheduled to vest in additional 25% increments on each of December 1, 2015 and 2016. In addition, Mr. Weisenseel was granted, as of May 14, 2012 (his first date of employment, “JCW Hire Date~~”), in accordance with the terms and conditions of the Incentive Compensation Program, an award of restricted AB Holding Units initially valued at $1,000,000 in connection with his recruitment and as replacement equity for awards he forfeited by leaving McGraw Hill. The number of restricted AB Holding Units (69,629) was determined by dividing $1,000,000 by the average closing price on the NYSE of an AB Holding Unit for the period covering the four trading days immediately preceding the JCW Hire Date, the JCW Hire Date and the five trading days immediately following the JCW Hire Date (this calculation resulted in an average price of $14.362) and rounded up to the nearest whole number. Twenty-five percent (25%) of this award vested on each of December 1, 2012, 2013 and 2014. The remainder of this award is scheduled to vest in an additional 25% increment on December 1, 2015. The unvested portion of this award is shown in the “AB Holding Unit Awards” columns of this table; the value of the entire award is shown in the “Stock Awards” column of the Summary Compensation Table.2016.

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Option Exercises and AB Holding Units Vested in ~~2014~~2015

AB Holding Units held by our named executive officers that vested during ~~2014~~2015 are as follows:

AB Holding Unit Awards
Name
Number of AB
Holding
Units Acquired on
Vesting (#)

Value Realized on
Vesting ($)

Peter S. Kraus⁽¹⁾
544,410 13,539,477
James A. Gingrich 141,169 3,731,097
Robert P. van Brugge 65,569 1,732,989
Lori A. Massad 35,939 949,868
John C. Weisenseel 25,550 675,287



	AB Holding Unit Awards
Name	Number of AB Holding Units Acquired on Vesting (#)	Value Realized on Vesting ($)
Peter S. Kraus⁽¹⁾	544,410	12,679,309
James A. Gingrich	151,103	3,635,538
Robert P. van Brugge	67,697	1,628,790
Laurence E. Cranch	30,430	732,146
John C. Weisenseel	30,706	738,786


(1)	Mr. Kraus deferred ~~the~~ delivery of the 544,410 restricted AB Holding Units that vested in December ~~2014.~~ 2015. See “Overview of Our ~~Chief Executive Officer’s~~CEO’s Compensation – Compensation Elements – Restricted AB Holding Units” above ~~in this Item 11~~ for additional information.

Pension Benefits for ~~2014~~2015

None of our named executive officers are entitled to benefits under the Amended and Restated Retirement Plan for Employees of AB (“(as amended and restated as of January 1, 2015, “Retirement Plan”), our company pension plan. For additional information regarding the Retirement Plan, including interest rates and actuarial assumptions, see Note 16 to AB’s consolidated financial statements in Item 8.

Non-Qualified Deferred Compensation for ~~2014~~2015

Vested and unvested non-qualified deferred compensation contributions, earnings and distributions of our named executive officers during ~~2014~~2015 and their non-qualified deferred compensation plan balances as of December 31, ~~2014~~2015 are as follows:

Name
Executive
Contributions in Last FY ($)

Aggregate
Earnings in Last FY ($)

Aggregate
Withdrawals/
Distributions ($)

Aggregate
Balance at
Last FYE ($)

Peter S. Kraus⁽¹⁾
13,539,477 2,967,035 — 28,124,221
James A. Gingrich⁽²⁾
— 59,512 (799,951 ) 1,476,932
Robert P. van Brugge⁽³⁾
— 257 (62,757 ) 62,500
Lori A. Massad — — — —
John C. Weisenseel⁽³⁾
— 154 (25,167 ) 50,025



Name	Executive Contributions in Last FY ($)	Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)
Peter S. Kraus⁽¹⁾	12,679,318	(1,850,975	)	—		38,952,564
James A. Gingrich⁽²⁾	—	(19,090	)	(186,278	)	1,271,564
Robert P. van Brugge⁽³⁾	—	149		(62,649	)	—
Laurence E. Cranch⁽²⁾	—	4,717		(510,946	)	414,222
John C. Weisenseel⁽³⁾	—	119		(25,132	)	25,013

(1)

Mr. Kraus deferred delivery of the 544,410 restricted AB Holding Units that vested in December ~~2014~~2015, the value of which, as of December 19, 2015 (vesting date), is reflected in "Executive Contributions in Last FY", until the earlier of December 19, 2018, his death and the date on which a change in control of AB occurs. "Aggregate Earnings in Last FY" represents the change in the value of these restricted AB Holding Units from December 19, 2015 to December 31, 2015. "Aggregate Balance at Last FYE" represents the aggregate value of the portions of the June 2012 Grant that are scheduled to vest in equal increments on each of December 19, 2016, 2017 and 2018. See “Overview of Our ~~Chief Executive Officer’s~~CEO’s Compensation – Compensation Elements – Restricted AB Holding Units” ~~in this Item 11~~ abovefor additional information.

(2)

Amounts shown reflect ~~Mr. Gingrich’s~~Messrs. Gingrich's and Cranch's interests from pre-2009 awards under the predecessor plan to the Incentive Compensation Program, under which plan participants were permitted to allocate their awards (i) among notional investments in AB Holding Units, certain of the investment services we provided to clients and a money market fund, or (ii) under limited circumstances, in options to buy AB Holding Units. For additional information about the Incentive Compensation Program, see Notes 2 and 17 to AB’s consolidated financial statements in Item 8.

(3)

The amounts shown in ~~the~~ “Aggregate Earnings in Last FY” ~~column~~ for Messrs. van Brugge and Weisenseel reflect the interest payments associated with the Deferred Cash portions of their respective long-term incentive compensation awards (in 2011 for Mr. van Brugge and in 2012 for Mr. Weisenseel). Interest accrues monthly based on our monthly weighted average cost of funds (approximately ~~0.2%~~0.3% in ~~2014)~~2015) and will be credited to Messrs. van Brugge and Weisenseel annually until the cash is distributed to them in installments over the four-year vesting period. The amounts shown in the “Aggregate Withdrawals/Distributions” column for Messrs. van Brugge and Weisenseel represent their respective Deferred Cash distributions during 2014, and the amounts shown in the “Aggregate Balance at Last FYE” column represent their respective Deferred Cash balances as of December 31, 2014.

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is distributed to them. The amounts shown in “Aggregate Withdrawals/Distributions” for Messrs. van Brugge and Weisenseel represent their respective Deferred Cash distributions during 2015, and the amounts shown in “Aggregate Balance at Last FYE” represent their respective Deferred Cash balances as of December 31, 2015.

Potential Payments upon Termination or Change in Control

Estimated payments and benefits to which our named executive officers would have been entitled upon a change in control of AB or the specified qualifying events of termination of employment as of December 31, ~~2014~~2015 are as follows:

Name
Cash
Payments⁽¹⁾⁽²⁾($)

Acceleration of Restricted
AB HoldingUnit
Awards⁽²⁾($)
Other Benefits ($)

Peter S. Kraus⁽³⁾⁽⁴⁾

Change in control — 56,248,493 18,857
Termination by AB without cause — 28,124,241 18,857
Termination by Mr. Kraus for good reason — 28,124,241 18,857
Death or disability^(5)(6)(7)
— 14,062,121 18,857

James A. Gingrich
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)⁽²⁾
— 10,016,538 —
Death or disability⁽⁸⁾
— 10,016,538 —

Robert P. van Brugge

Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)⁽²⁾
62,500 4,361,421 —
Death or disability⁽⁸⁾
62,500 4,361,421 —

Lori A. Massad

Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)⁽²⁾
— 1,916,509 —
Death or disability⁽⁸⁾
— 1,916,509 —

John C. Weisenseel

Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)⁽²⁾
50,025 1,534,199 —
Death or disability⁽⁸⁾
50,025 1,534,199 —



Name	Cash Payments⁽¹⁾ ($)	Acceleration of Restricted AB Holding Unit Awards⁽²⁾ ($)	Other Benefits ($)
Peter S. Kraus⁽³⁾
Change in control	—	38,952,564	19,855
Termination by AB without cause	—	25,968,376	19,855
Termination by Mr. Kraus for good reason	—	25,968,376	19,855
Death or disability^(4)(5)(6)	—	12,984,188	19,855
James A. Gingrich
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)⁽²⁾	—	9,436,849	—
Death or disability⁽⁷⁾	—	9,436,849	—
Robert P. van Brugge
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)⁽²⁾	—	4,235,975	—
Death or disability⁽⁷⁾	—	4,235,975	—
Laurence E. Cranch
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)⁽²⁾	—	1,644,601	—
Death or disability⁽⁷⁾	—	1,644,601	—
John C. Weisenseel
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)⁽²⁾	25,013	1,316,210	—
Death or disability⁽⁷⁾	25,013	1,316,210	—

(1)

For ~~Messrs. van Brugge and~~Mr. Weisenseel, amounts shown represent the portions of ~~their~~his awards ~~they~~he elected to allocate to Deferred Cash pursuant to the Incentive Compensation Program that were unvested as of December 31, ~~2014,~~2015, and the vesting of which would have accelerated had ~~their~~his employment terminated as of such date under the circumstances specified in the table. (Mr. ~~van Brugge allocated a portion of his 2011 award to Deferred Cash and Mr.~~ Weisenseel allocated a portion of his 2012 award to Deferred Cash.) In addition, it is possible that each named executive officer, ~~(other~~other than Mr. ~~Kraus)~~Kraus, could receive a cash severance payment on the termination of his ~~or her~~ employment. The amounts of any such cash severance payments would be determined at the time of such termination, so we are unable to estimate such amounts.


(2)	See Notes 2 and 17 in AB’s consolidated financial statements in Item 8 and “Compensation Elements for Named Executive Officers – ~~Long-term~~Long-Term Incentive Compensation Awards” above ~~in this Item 11~~ for a discussion of the terms set forth in long-term incentive compensation award agreements relating to termination of employment.

(3)

If a change in control of AB or a qualifying event of termination of employment had occurred as of December 31, ~~2014,~~2015, Mr. Kraus would have been entitled to receive (i) accelerated vesting under the Kraus Employment Agreement of the ~~entire~~portion of the June 2012 Grant that remained unvested (in the case of a change in control of AB), the portions of the June 2012 Grant scheduled to vest on December 19, ~~2015~~2016 and ~~2016~~2017 (in the case of termination by AB without cause or termination by Mr. Kraus for good reason), or a pro-rated portion of the June 2012 Grant scheduled to vest on December 19, ~~2015~~2016 (in the case of termination due to death or disability), as shown in ~~the~~ “Acceleration of Restricted AB Holding Unit Awards” ~~column,~~, and (ii) a payment of ~~$18,857~~$19,855 for continuing health and welfare benefits, as shown in ~~the~~ “Other Benefits” ~~column.~~. For additional information, including a detailed description of terms in the Kraus Employment Agreement relating to change in control and qualifying events of termination of employment, see “Overview of Our ~~Chief Executive Officer’s~~CEO’s Compensation” above ~~in this Item 11~~.

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~~(4)~~

Mr. Kraus deferred the delivery of the 544,410 restricted AB Holding Units that vested on December 19, 2014 until the earlier of December 19, 2018, his death and the date on which a change in control of AB occurs. ~~See “Overview of Our Chief Executive Officer’s Compensation – Compensation Elements – Restricted AB Holding Units” above in this Item 11~~ ~~for additional information.~~

~~(5)~~(4)

The Kraus Employment Agreement indicates that, if Mr. Kraus dies or becomes disabled, he immediately vests in a pro-rated portion of any restricted AB Holding Units otherwise due to vest on the next vesting date.

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~~(6)~~
(5)	The Kraus Employment Agreement defines “Disability” as a good faith determination by AB that Mr. Kraus is physically or mentally incapacitated and has been unable for a period of 120 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.

~~(7)~~

(6)

Under the Kraus Employment Agreement, upon termination of Mr. Kraus’s employment due to death or disability, AB will provide at its expense continued health and welfare benefits for Mr. Kraus, his spouse and his dependents through the end of the calendar year in which termination occurs. Thereafter, until the date Mr. Kraus (or, in the case of his spouse, his spouse) reaches age 65, AB will provide Mr. Kraus and his spouse with access to participation in AB’s medical plans at Mr. Kraus’s (or his spouse’s) sole expense based on a reasonably determined fair market value premium rate.

~~(8)~~

(7)

“Disability” is defined in the Incentive Compensation Program award agreements of each of ~~Ms. Massad and~~ Messrs. Gingrich, van Brugge, Cranch and Weisenseel, and in the Special Option Program award agreement of ~~Mr.~~Messrs. Gingrich and 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 ~~2014~~2015

During ~~2014,~~2015, we compensated our directors, who are not employed by our company or by any of our affiliates (“Eligible Directors”), as follows:

Name FeesEarned or Paid inCash($)
Stock
Awards⁽¹⁾⁽³⁾
($)

Option
Awards⁽²⁾⁽³⁾
($)
Total($)

Christopher M. Condron 75,500 60,000 60,000 195,500
Steven G. Elliott 95,750 120,000 — 215,750
Deborah S. Hechinger 71,000 60,000 60,000 191,000
Weston M. Hicks 69,500 120,000 — 189,500
Scott A. Schoen 71,000 120,000 — 191,000
Lorie A. Slutsky 75,500 120,000 — 195,500
Peter J. Tobin⁽⁴⁾
20,750 — — 20,750
Joshua A. Weinreich 60,500 120,000 — 180,500



Name	Fees Earned or Paid in Cash($)	Stock Awards⁽¹⁾⁽³⁾ ($)	Option Awards⁽²⁾⁽³⁾ ($)	Total($)
Christopher M. Condron	78,500	60,000	60,000	198,500
Steven G. Elliott	95,000	120,000	—	215,000
Deborah S. Hechinger	69,500	60,000	60,000	189,500
Weston M. Hicks	68,000	120,000	—	188,000
Heidi S. Messer	48,000	120,000	—	168,000
Scott A. Schoen	69,500	120,000	—	189,500
Lorie A. Slutsky	69,500	120,000	—	189,500
Joshua A. Weinreich	68,000	120,000	—	188,000

(1)

The aggregate number of restricted AB Holding Units underlying awards outstanding at December 31, ~~2014~~2015 was: for Mr. Condron, ~~8,996~~6,771 AB Holding Units; for Ms. Hechinger, ~~6,726~~4,501 AB Holding Units; for Ms. Messer, 3,781 AB Holding Units; for Mr. Schoen, ~~7,705~~11,486 AB Holding Units; for Mr. Weinreich, ~~6,463~~10,244 AB Holding Units; and for each of Ms. Slutsky and Messrs. Elliott and Hicks, ~~13,875~~13,540 AB Holding Units.

(2)

The aggregate number of options outstanding at December 31, ~~2014~~2015 was: for Mr. Condron, options to buy ~~49,575~~64,103 AB Holding Units; for Mr. Elliott, options to buy 26,383 AB Holding Units; for Ms. Hechinger, options to buy ~~76,340~~90,868 AB Holding Units; for Mr. Hicks, options to buy 44,938 AB Holding Units; for Ms. Slutsky, options to buy ~~46,227~~41,826 AB Holding Units; and for Mr. Weinreich, options to buy 5,774 AB Holding Units. Ms. Messer and Mr. Schoen ~~did~~do not own any options to buy AB Holding Units.


(3)	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 17 to AB’s consolidated financial statements in Item 8.

~~(4)~~

~~Mr. Tobin retired from the Board on March 4, 2014.~~

The General Partner pays fees, and makes equity-based awards, only to Eligible Directors. Through December 31, ~~2014,~~2015, these fees and awards consisted of:

an annual retainer of $50,000 (paid quarterly after any quarter during which an Eligible Director serves on the Board);

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a fee of $1,500 for participating in a meeting of the Board, or any duly constituted committee of the Board, whether in person or by telephone;

an annual retainer of $15,000 for acting as Chair of the Audit Committee;

an annual retainer of $7,500 for acting as Chair of the Compensation Committee;

an annual retainer of $7,500 for acting as Chair of the Governance Committee; and

an annual equity-based grant under an equity compensation plan consisting of (at each Eligible Director’s election):

restricted AB Holding Units with a grant date value of $120,000;

options to buy AB Holding Units with a grant date value of $120,000; or

restricted AB Holding Units with a grant date value of $60,000 and options to buy AB Holding Units with a grant date value of $60,000.

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Equity grants to Eligible 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 a regularly-scheduled meeting of the Board held during May ~~2014,~~2015, the Board, consistent with elections made by our ~~then-serving~~ Eligible Directors during ~~January 2014,~~the first quarter of 2015, granted to (i) each of Mr. Condron and Ms. Hechinger, ~~2,610~~1,891 restricted AB Holding Units and options to buy ~~12,553~~14,528 AB Holding Units at ~~$22.99~~$31.74 per AB Holding Unit, and (ii) each of ~~Ms.~~Mses. Messer and Slutsky and Messrs. Elliott, Hicks, Schoen and Weinreich, ~~5,220~~3,781 restricted AB Holding Units. The exercise price of the options was the closing price of an AB Holding Unit as reported for NYSE composite transactions on May ~~15, 2014,~~21, 2015, the date on which the Board approved the awards. For information about how the Black-Scholes value was calculated, see Notes 2 and 17 to AB’s consolidated financial statements in Item 8.

Options granted to Eligible Directors become exercisable ratably over three years. Restricted AB Holding Units granted to Eligible Directors “cliff” vest after three years (i.e., 100% of the award is distributed on the third anniversary of the grant date). In order to avoid any perception that our directors’ exercise of their fiduciary duties might be impaired, these options and restricted AB Holding Units are not forfeitable, except if the Eligible Director is terminated for “Cause”, as that term is defined in the 2010 Plan or applicable award agreement. Accordingly, vesting and exercisability of options continues following an Eligible Director’s resignation from the Board. Restricted AB Holding Units are distributed as soon as administratively possible following an Eligible Director’s resignation from the Board.

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.

At a regularly-scheduled meeting of the Board held during July 2015, the Board approved, effective January 1, 2016, the Eligible Director compensation elements described immediately below and agreed to re-consider such compensation elements no less frequently than every five years:

an annual retainer of $75,000 (paid quarterly after any quarter during which an Eligible Director serves on the Board);

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;

~~131~~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 $20,000 for acting as Lead Independent Director;

an annual retainer of $25,000 for acting as Chair of the Audit Committee;

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

an annual retainer of $12,500 for acting as Chair of the Governance Committee;

an annual retainer of $12,500 for serving as a member of the Audit Committee;

an annual retainer of $6,000 for serving as a member of the Executive Committee;

an annual retainer of $6,000 for serving as a member of the Compensation Committee;

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


•	an annual equity-based grantunder an equity compensation plan consisting of (at each Eligible Director’s election):

restricted AB Holding Units with a grant date value of $150,000;

options to buy AB Holding Units with a grant date value of $150,000; or

restricted AB Holding Units with a grant date value of $75,000 and options to buy AB Holding Units with a grant date value of $75,000.

The Board also approved the following increases to Eligible Director compensation, effective as of January 1, 2018:

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 (at each Eligible Director’s election):

restricted AB Holding Units with a grant date value of $170,000;

options to buy AB Holding Units with a grant date value of $170,000; or

restricted AB Holding Units with a grant date value of $85,000 and options to buy AB Holding Units with a grant date value of $85,000.

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~~Item 12.~~

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, ~~2014~~2015 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 5,942,411 $ 45.03 17,410,392
Equity compensation plans not approved by security holders — — —
Total 5,942,411 $ 45.03 17,410,392



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	5,398,471	$	47.59	12,538,812
Equity compensation plans not approved by security holders	—	—		—
Total	5,398,471	$	47.59	12,538,812


(1)	All AB Holding Units remaining available for future issuance will be issued pursuant to the 2010 Plan.

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

For information about our equity compensation plans, see Note 17 to AB’s consolidated financial statements in Item 8.

Principal Security Holders

As of December 31, ~~2014,~~2015, we had no information that any person beneficially owned more than 5% of the outstanding AB Holding Units.

As of December 31, ~~2014,~~2015, we had no information that any person beneficially owned more than 5% of the outstanding AB Units, except as reported by AXA and certain of its subsidiaries on Schedule 13D/A and Forms 4 filed with the SEC on December 20, 2013 pursuant to the Exchange Act. We have prepared the following table, and the notes that follow, in reliance on such filings:

Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Reported on Schedule
Percent of Class

AXA^(1)(2)(3)(4)
25 avenue Matignon 75008
Paris, France
170,121,745
⁽⁴⁾⁽⁵⁾
62.3
%⁽⁴⁾⁽⁵⁾



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⁾	62.5	⁽⁴⁾⁽⁵⁾

(1)

Based on information provided by AXA Financial, on December 31, ~~2014,~~2015, 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 has been extended until April 29, 2021. The trustees of the Voting Trust (“Voting Trustees”) are Henri de Castries, Denis Duverne and Mark Pearson. Messrs. de Castries and Duverne serve 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, ~~2014, 14.03%~~2015, 14.13% of the issued ordinary shares (representing ~~23.61%~~23.82% 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”).

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(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 Messrs. de Castries and 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 America Holdings, Inc. (a subsidiary of AXA, “AXA America”), AXA Equitable Financial Services, LLC (a subsidiary of AXA America), ~~AXA IM Rose Inc.~~AXA-IM Holding U.S. (a ~~96.11%~~96.23%-owned subsidiary of AXA), AXA Financial, AXA Equitable, Coliseum Reinsurance Company (a subsidiary of AXA Financial), ACMC, LLC (a subsidiary of AXA ~~Financial)~~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)

~~As indicated above in note~~AXA has reported on Schedule 13D/A and Forms 3 and 4 filed with the SEC on January 5, 2016 that, by reason of its ownership of 100% of the outstanding shares of common stock of AXA America and its ownership of 96.23% of the outstanding shares of common stock of AXA-IM Holding U.S., AXA ~~owns approximately 96.11% of AXA IM Rose Inc., so approximately 3.89% of the AB Units~~may be deemed to beneficially ~~owned by AXA IM Rose Inc. as of December 31, 2014 were not beneficially owned by AXA. As a result, as of December 31, 2014, AXA beneficially owned 168,490,490 AB Units, or 61.7%~~own all of the issued and outstanding AB ~~Units.~~Units owned directly and indirectly by AXA America and AXA-IM Holding U.S.

As of December 31, ~~2014,~~2015, AB Holding was the record owner of ~~100,756,999,~~100,044,485, or ~~36.9%~~36.7%, of the issued and outstanding AB Units.

Management

As of December 31, ~~2014,~~2015, the beneficial ownership of AB Holding Units 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

Peter S. Kraus⁽¹⁾⁽²⁾
4,337,643 4.3 %
Christopher M. Condron⁽³⁾
81,232 *
Henri de Castries⁽¹⁾
2,000 *
Denis Duverne⁽¹⁾
2,000 *
Steven G. Elliott⁽⁴⁾
37,566 *
Deborah S. Hechinger⁽⁵⁾
57,140 *
Weston M. Hicks⁽⁶⁾
60,088 *
Heidi S. Messer — *
Mark Pearson⁽¹⁾
— *
Scott A. Schoen 57,705 *
Lorie A. Slutsky⁽¹⁾⁽⁷⁾
63,198 *
Christian Thimann⁽¹⁾
— *
Joshua A. Weinreich⁽⁸⁾
8,387 *
James A. Gingrich⁽¹⁾⁽⁹⁾
957,606 1.0
Lori A. Massad^(1)(10)
161,006 *
Robert P. van Brugge^(1)(11)
232,205 *
John C. Weisenseel^(1)(12)
99,530 *
All directors and executive officers of the General Partner as a group (18 persons)^(13)(14)
6,430,513 6.4 %



Name of Beneficial Owner	Number of AB Holding Units and Nature of Beneficial Ownership	Percent of Class
Peter S. Kraus⁽¹⁾⁽²⁾	4,337,643	4.3	%
Christopher M. Condron⁽³⁾	96,303	*
Denis Duverne⁽¹⁾	2,000	*
Steven G. Elliott⁽⁴⁾	46,798	*
Deborah S. Hechinger⁽⁵⁾	75,757	*
Weston M. Hicks⁽⁶⁾	69,320	*
Heidi S. Messer	3,781	*
Mark Pearson⁽¹⁾	—	*
Scott A. Schoen	61,486	*
Lorie A. Slutsky⁽¹⁾⁽⁷⁾	68,029	*
Christian Thimann⁽¹⁾	—	*
Joshua A. Weinreich⁽⁸⁾	14,092	*
James A. Gingrich⁽¹⁾⁽⁹⁾	1,041,853	1.0
Laurence E. Cranch^(1)(10)	288,702	*
Robert P. van Brugge^(1)(11)	274,962	*
John C. Weisenseel^(1)(12)	114,675	*
All directors and executive officers as a group (17 persons)^(13)(14)	6,654,900	6.7	%


*	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. Slutsky and Messrs. Kraus, ~~de Castries,~~ Duverne, Pearson and Thimann are directors and/or officers of AXA, AXA Financial and/or AXA Equitable. ~~Ms. Massad and~~ Messrs. Kraus, Gingrich, Cranch, van Brugge and Weisenseel are directors and/or officers of the General Partner.

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(2)

Includes ~~3,266,463~~3,266,462 restricted AB Holding Units awarded to Mr. Kraus pursuant to the Kraus Employment Agreement or ~~the Kraus Initial Employment Agreement~~his previous employment agreement that have not yet vested and/or with respect to which he has deferred delivery. See “Overview of Our ~~Chief Executive Officer’s~~CEO’s Compensation – Compensation Elements – Restricted AB Holding Units” in Item 11 for additional information regarding Mr. Kraus’s AB Holding Unit awards.


(3)	Includes ~~24,477~~37,657 AB Holding Units Mr. Condron can acquire within 60 days under an AB option plan.


(4)	Includes ~~20,932~~26,383 AB Holding Units Mr. Elliott can acquire within 60 days under an AB option plan.


(5)	Includes ~~44,150~~60,876 AB Holding Units Ms. Hechinger can acquire within 60 days under an AB option plan.


(6)	Includes ~~39,487~~44,938 AB Holding Units Mr. Hicks can acquire within 60 days under an AB option plan.


(7)	Includes ~~40,776~~41,826 AB Holding Units Ms. Slutsky can acquire within 60 days under an AB option plan.


(8)	Includes ~~1,924~~3,848 AB Holding Units Mr. Weinreich can acquire within 60 days under an AB option plan.

(9)

Includes 263,533 AB Holding Units Mr. Gingrich can acquire within 60 days under an AB option plan and ~~463,506~~471,339 restricted AB Holding Units awarded to Mr. Gingrich as long-term incentive compensation that have not yet vested or ~~been delivered~~with respect to ~~him.~~which he has deferred delivery. For information regarding Mr. Gingrich’s long-term incentive compensation awards, see “Grants of Plan-based Awards in ~~2014”~~2015” and “Outstanding Equity Awards at ~~2014~~2015 Fiscal Year-End” in Item 11.

(10)

Includes ~~74,197~~78,348 AB Holding Units Mr. Cranch can acquire within 60 days under an AB option plan and 176,066 restricted AB Holding Units awarded to ~~Ms. Massad~~Mr. Cranch as long-term incentive compensation that have not yet vested or ~~been delivered~~with respect to ~~her.~~which he has deferred delivery. For information regarding ~~Ms. Massad’s~~Mr. Cranch's long-term incentive compensation awards, see “Grants of Plan-based Awards in ~~2014”~~2015” and “Outstanding Equity Awards at ~~2014~~2015 Fiscal Year-End” in Item 11.

(11)

Includes ~~168,851~~177,609 restricted AB Holding Units awarded to Mr. van Brugge as long-term incentive compensation that have not yet vested or ~~been delivered~~with respect to ~~him.~~which he has deferred delivery. For information regarding Mr. van Brugge’s long-term incentive compensation awards, see “Grants of Plan-based Awards in ~~2014”~~2015” and “Outstanding Equity Awards at ~~2014~~2015 Fiscal Year-End” in Item 11.

(12)

Includes ~~59,396~~55,188 restricted AB Holding Units awarded to Mr. Weisenseel as long-term incentive compensation that have not yet vested or ~~been delivered~~with respect to ~~him.~~which he has deferred delivery. For information regarding Mr. Weisenseel’s long-term incentive compensation awards, see “Grants of Plan-based Awards in ~~2014”~~2015” and “Outstanding Equity Awards at ~~2014~~2015 Fiscal Year-End” in Item 11.


(13)	Includes ~~513,627~~557,409 AB Holding Units the directors and executive officers as a group can acquire within 60 days under AB option plans.


(14)	Includes ~~4,204,774~~4,199,752 restricted AB Holding Units awarded to the executive officers as a group as long-term incentive compensation that have not yet vested and/or ~~been delivered~~with respect to ~~them.~~which the executive officer has deferred delivery.

As of December 31, ~~2014,~~2015, our directors and executive officers did not beneficially own any AB Units.

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As of December 31, ~~2014,~~2015, 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

Peter S. Kraus			—			*
Christopher M. Condron⁽²⁾		1,882,312	~~2,788,422~~			*
~~Henri de Castries~~Denis Duverne⁽³⁾		2,124,161	~~4,349,340~~			*
~~Denis Duverne~~⁽⁴⁾			~~2,457,901~~			*
Steven G. Elliott			—			*
Deborah S. Hechinger			—			*
Weston M. Hicks			—			*
Heidi S. Messer			—			*
~~Mark Pearson~~⁽⁵⁾			~~495,096~~			*
Mark Pearson⁽⁴⁾		771,392		*
Scott A. Schoen			—			*
Lorie A. Slutsky⁽⁶⁾⁽⁵⁾		42,307	~~38,519~~			*
Christian Thimann			—			*
Joshua A. Weinreich			—			*
James A. Gingrich			—			*
~~Lori A. Massad~~	Laurence E. Cranch		—			*
Robert P. van Brugge			—			*
John C. Weisenseel			—			*
All directors and executive officers ~~of the General Partner~~ as a group ~~(18~~(17 persons)⁽⁷⁾⁽⁶⁾		4,820,172	~~10,129,278~~			*

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

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

(1)	Holdings of AXA American Depositary Shares (“ADS”) are expressed as their equivalent in AXA common stock. Each AXA ADS represents the right to receive one AXA ordinary share.


(2)	Includes ~~2,367,391~~1,493,230 shares Mr. Condron can acquire within 60 days under option plans. Also includes ~~297,080~~265,131 deferred restricted ADS units under AXA’s Variable Deferred Compensation Plan for Executives.


(3)	Includes ~~2,564,763~~1,019,841 shares Mr. ~~de Castries~~Duverne can acquire within 60 days under option plans.


(4)	Includes 373,424 shares Mr. Pearson can acquire within 60 days under options plans. Also includes ~~291,771 unvested~~257,467 AXA performance shares, which are paid out when vested based on the price of AXA at that time and are subject to achievement of internal performance conditions.

~~(4)~~

~~Includes 1,619,749 shares Mr. Duverne can acquire within 60 days under option plans.~~

(5)	Includes 250,966 shares Mr. Pearson can acquire within 60 days under options plans. Also includes 157,900 AXA performance shares, which are paid out when vested based on the price of AXA at that time and are subject to achievement of internal performance conditions.

~~(6)~~

~~Includes 9,042~~7,940 shares Ms. Slutsky can acquire within 60 days under option plans.

~~(7)~~
(6)	Includes ~~6,811,911~~2,894,435 shares the directors and executive officers as a group can acquire within 60 days under option plans.

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.

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~~Table of Contents~~

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. 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. ~~The~~Each of the AB Partnership Agreement and AB Holding Partnership Agreement (each a “Partnership Agreement” and, together, the “Partnership Agreements”) ~~each~~ 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

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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. The Delaware courts have held that provisions in partnership or limited liability company agreements that permit affiliate transactions so long as they are on an arms-length basis operate to establish a contractually-agreed-to fiduciary duty standard of entire fairness on the part of the general partner or manager in connection with the approval of affiliate transactions. Also, each Partnership Agreement expressly permits all affiliates of the General Partner to compete, directly or indirectly, with AB and AB Holding, as we discuss in “Competition” in Item 1. The Partnership Agreements further provide that, except to the extent that a decision or action by the General Partner is taken with the specific intent of providing an improper benefit to an affiliate of the General Partner to the detriment of AB or AB Holding, there is no liability or obligation with respect to, and no challenge of, decisions or actions of the General Partner that would otherwise be subject to claims or other challenges as improperly benefiting affiliates of the General Partner to the detriment of the Partnerships or otherwise involving any conflict of interest or breach of a duty of loyalty or similar fiduciary obligation.

Section 17-1101(c) of the Delaware Act provides that it is the policy of the Delaware Act to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements. Further, Section 17-1101(d) of the Delaware Act provides in part that to the extent that, at law or in equity, a partner has duties (including fiduciary duties) to a limited partnership or to another partner, those duties may be expanded, restricted, or eliminated by provisions in a partnership agreement (provided that a partnership agreement may not eliminate the implied contractual covenant of good faith and fair dealing). In addition, Section 17-1101(f) of the Delaware Act provides that a partnership agreement may limit or eliminate any or all liability of a partner to a limited partnership or another partner for breach of contract or breach of duties (including fiduciary duties); provided, however, that a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. Decisions of the Delaware courts have recognized the right of parties, under the above provisions of the Delaware Act, to alter by the terms of a partnership agreement otherwise applicable fiduciary duties and liability for breach of duties. However, the Delaware courts have required that a partnership agreement make clear the intent of the parties to displace otherwise applicable fiduciary duties (the otherwise applicable fiduciary duties often being referred to as “default” fiduciary duties). Judicial inquiry into whether a partnership agreement is sufficiently clear to displace default fiduciary duties is necessarily fact driven and is made on a case by case basis. Accordingly, the effectiveness of displacing default fiduciary obligations and liabilities of general partners continues to be a developing area of the law and it is not certain to what extent the foregoing provisions of the Partnership Agreements are enforceable under Delaware law.

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

~~Item 13.~~

~~Certain Relationships and Related Transactions, and Director Independence~~

Policies and Procedures Regarding Transactions with Related Persons

Each Partnership Agreement expressly permits AXA and its affiliates, which includes AXA Equitable and its affiliates (collectively, “AXA Affiliates”), to provide services to AB and AB Holding if the terms of the transaction are approved by the General Partner in good faith as being comparable to (or more favorable to each such Partnership than) those that would prevail in a transaction with an unaffiliated party. This requirement is conclusively presumed to be satisfied as to any transaction or arrangement that (i) in the reasonable and good faith judgment of the General Partner, meets that unaffiliated party standard, or (ii) has been approved by a majority of those directors of the General Partner who are not also directors, officers or employees of an affiliate of the General Partner.

In practice, our management pricing committees review investment advisory agreements with AXA Affiliates, which is the manner in which the General Partner reaches a judgment regarding the appropriateness of the fees. Other transactions with AXA 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 ~~2014~~2015 between our company and any related person with respect to which these procedures were not followed.

Our relationships with AXA Affiliates also are subject to applicable provisions of the insurance laws and regulations of New York and other states. Under such laws and regulations, the terms of certain investment advisory and other agreements we enter into with AXA Affiliates are required to be fair and equitable and charges or fees for services performed must be ~~reasonable, and,~~reasonable. Also, in some cases, the agreements are subject to regulatory approval.

We ~~do not~~ 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 ~~employment~~human resources practices, taking into consideration the defined qualifications, responsibilities and ~~compensation practices applicable to employees with equivalent qualifications and responsibilities who hold similar positions.~~nature of the role.

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

Transactions between AB and related persons during ~~2014~~2015 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 2014

��
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. $ 48,455,000 (of which $756,000 relates to the ancillary services)
EQAT, AXA Enterprise Trust and AXA Premier VIP Trust We serve as sub-adviser to these open-end mutual funds, each of which is sponsored by a subsidiary of AXA Financial. $ 25,923,000
AXA Life Japan Limited⁽³⁾
$ 18,680,000
AXA AB Funds We provide investment management, distribution and shareholder servicing-related services. $ 14,115,000
AXA Re Arizona Company⁽³⁾
$ 9,732,000
AXA Switzerland Life⁽³⁾
$ 5,665,000
AXA Hong Kong Life⁽³⁾
$ 4,995,000
AXA France⁽³⁾
$ 4,238,000
AXA U.K. Group Pension Scheme $ 3,965,000
AXA Belgium⁽³⁾
$ 2,334,000
AXA Germany⁽³⁾
$ 1,231,000
MONY Life Insurance Company of America⁽³⁾
$ 1,176,000
AXA Investment Managers Ltd. Paris⁽³⁾
$ 887,000
AXA Corporate Solutions⁽³⁾
$ 824,000
AXA General Insurance Hong Kong Ltd.⁽³⁾
$ 613,000
AXA Mediterranean⁽³⁾
$ 489,000
U.S. Financial Life Insurance Company⁽³⁾
$ 426,000
AXA Switzerland Property and Casualty⁽³⁾
$ 363,000
AIM Deutschland GmbH⁽³⁾
$ 244,000
AXA Insurance Company⁽³⁾
$ 155,000
Coliseum Reinsurance⁽³⁾
$ 111,000



Parties⁽¹⁾	General Description of Relationship⁽²⁾	Amounts Received or Accrued for in 2015

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.	$	54,659,000
EQAT, AXA Enterprise Trust and AXA Premier VIP Trust	We serve as sub-adviser to these open-end mutual funds, each of which is sponsored by a subsidiary of AXA Financial.	$	25,986,000
AXA Life Japan Limited⁽³⁾		$	16,517,000
AXA AB Funds	We provide investment management, distribution and shareholder servicing-related services.	$	15,078,000
AXA Switzerland Life⁽³⁾		$	10,654,000
AXA Re Arizona Company⁽³⁾		$	8,819,000
AXA U.K. Group Pension Scheme		$	8,308,000
AXA Hong Kong Life⁽³⁾		$	5,840,000
AXA France⁽³⁾		$	5,715,000

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Parties⁽¹⁾⁽³⁾
General Description of Relationship
Amounts Paid
or Accrued for in 2014

AXA Advisors Distributes certain of our Retail Products and provides Private Wealth Management referrals. $ 16,255,000
AXA Group Solutions Pvt. Ltd. Provides maintenance and development support for applications. $ 5,252,000
AXA Business Services Pvt. Ltd. Provides data processing services and support for certain investment operations functions. $ 4,753,000
AXA Equitable We are covered by various insurance policies maintained by AXA Equitable. $ 3,632,000
AXA Technology Services India Pvt. Provides certain data processing services and functions. $ 3,629,000
AXA Wealth Provides portfolio-related services for assets we manage under the AXA Corporate Trustee Investment Plan. $ 1,876,000
AXA Advisors Sells shares of our mutual funds under Distribution Service and educational Support agreements. $ 1,457,000
GIE Informatique AXA Provides cooperative technology development and procurement services to us and to various other subsidiaries of AXA. $ 982,000



AXA Belgium⁽³⁾		$	2,757,000
AXA Germany⁽³⁾		$	1,662,000
MONY Life Insurance Company of America⁽³⁾		$	1,411,000
AXA Switzerland Property and Casualty⁽³⁾		$	944,000
AXA General Insurance Hong Kong Ltd.⁽³⁾		$	691,000
AXA Corporate Solutions⁽³⁾		$	645,000
AXA Investment Managers Ltd. Paris⁽³⁾		$	588,000
AXA Mediterranean⁽³⁾		$	497,000
U.S. Financial Life Insurance Company⁽³⁾		$	430,000
AIM Deutschland GmbH⁽³⁾		$	409,000
AXA Insurance Company⁽³⁾		$	142,000
Coliseum Reinsurance⁽³⁾		$	106,000
AXA Investment Managers Ltd.⁽³⁾		$	106,000

Parties⁽¹⁾⁽³⁾	General Description of Relationship	Amounts Paid or Accrued for in 2015
AXA Advisors	Distributes certain of our Retail Products and provides Private Wealth Management referrals.	$	16,140,000
AXA Business Services Pvt. Ltd.	Provides data processing services and support for certain investment operations functions.	$	5,453,000
AXA Technology Services India Pvt.	Provides certain data processing services and functions.	$	4,575,000
AXA Equitable	We are covered by various insurance policies maintained by AXA Equitable.	$	3,177,000
AXA Group Solutions Pvt. Ltd.	Provides maintenance and development support for applications.	$	2,830,000
AXA Advisors	Sells shares of our mutual funds under Distribution Service and educational Support agreements.	$	1,483,000
AXA Wealth	Provides portfolio-related services for assets we manage under the AXA Corporate Trustee Investment Plan.	$	1,015,000
GIE Informatique AXA	Provides cooperative technology development and procurement services to us and to various other subsidiaries of AXA.	$	530,000


(1)	AB or one of its subsidiaries is a party to each transaction.


(2)	We provide investment management services unless otherwise indicated.


(3)	This entity is a subsidiary of AXA.

Additional Transactions with Related Persons

AXA Equitable and its affiliates are not obligated to provide funds to us, except for ACMC, LLC’s and the General Partner’s obligation to fund certain of our incentive compensation and employee benefit plan obligations. ACMC, LLC and the General Partner are obligated, subject to certain limitations, to make capital contributions to AB in an amount equal to the payments AB is required to make as incentive compensation under the employment agreements entered into in connection with AXA Equitable’s 1985 acquisition of Donaldson, Lufkin and Jenrette Securities Corporation (since November 2000, a part of Credit Suisse Group) as well as obligations of AB to various employees and their beneficiaries under AB’s Capital Accumulation Plan. In ~~2014,~~2015, ACMC, LLC made capital contributions to AB in the amount of approximately ~~$2.3~~$1.6 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.

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Arrangements with Immediate Family Members of Related Persons

During ~~2014,~~2015, 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.

~~138~~149

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~~Item 14.~~

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 ~~2014~~2015 and ~~2013,~~2014, respectively, and fees for other services rendered by PwC are as follows:

2014 2013
(in thousands)

Audit fees⁽¹⁾
$ 5,178 $ 4,911
Audit-related fees⁽²⁾
3,388 3,435
Tax fees⁽³⁾
2,357 2,225
All other fees⁽⁴⁾
5 5
Total $ 10,928 $ 10,576



	2015		2014
	(in thousands)
Audit fees⁽¹⁾	$	5,608	$	5,178
Audit-related fees⁽²⁾	3,195		3,388
Tax fees⁽³⁾	2,155		2,357
All other fees⁽⁴⁾	5		5
Total	$	10,963	$	10,928


(1)	Includes $65,563 ~~and $64,914~~ paid for audit services to AB Holding in ~~2014~~both 2015 and ~~2013, respectively.~~2014.


(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 ~~2014~~2015 and ~~2013~~2014 consisted of miscellaneous non-audit services.

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.

~~139~~150

Table of Contents

PART IV

Item 15. Exhibits, Financial Statement Schedules

~~Item 15.~~

~~Exhibits, Financial Statement Schedules~~

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

Financial Statement Schedule.

Attached to this Form 10-K is a schedule describing Valuation and Qualifying Account-Allowance for Doubtful Accounts for the three years ended December 31, 2015, 2014 ~~2013~~ and ~~2012.~~2013.


(b)	Exhibits.

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



Exhibit		Description
3.01		AllianceBernstein Corporation By-Laws with amendments through November 20, 2015.
3.02		Amended and Restated Certificate of Limited Partnership dated February 24, 2006 of AB Holding (incorporated by reference to Exhibit 99.06 to Form 8-K, as filed February 24, 2006).
~~3.02~~3.03		Amendment No. 1 dated February 24, 2006 to Amended and Restated Agreement of Limited Partnership of AB Holding (incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarterly period ended September 30, 2006, as filed November 8, 2006).
~~3.03~~3.04		Amended and Restated Agreement of Limited Partnership dated October 29, 1999 of AB Holding (incorporated by reference to Exhibit 3.2 to Form 10-K for the fiscal year ended December 31, 2003, as filed March 10, 2004).
~~3.04~~3.05		Amended and Restated Certificate of Limited Partnership dated February 24, 2006 of AB (incorporated by reference to Exhibit 99.07 to Form 8-K, as filed February 24, 2006).`
~~3.05~~3.06		Amendment No. 1 dated February 24, 2006 to Amended and Restated Agreement of Limited Partnership of AB (incorporated by reference to Exhibit 3.2 to Form 10-Q for the quarterly period ended September 30, 2006, as filed November 8, 2006).
~~3.06~~3.07		Amended and Restated Agreement of Limited Partnership dated October 29, 1999 of AB (incorporated by reference to Exhibit 3.3 to Form 10-K for the fiscal year ended December 31, 2003, as filed March 10, 2004).
~~3.07~~3.08		Certificate of Amendment to the Certificate of Incorporation of AllianceBernstein Corporation (incorporated by reference to Exhibit 99.08 to Form 8-K, as filed February 24, 2006).
~~3.08~~4.01	~~AllianceBernstein Corporation By-Laws with amendments through February 24, 2006 (incorporated by reference to Exhibit 99.09 to Form 8-K, as filed February 24, 2006).~~
~~4.01~~	Contingent Value Rights Agreement, dated as of December 12, 2013, by and between AB and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.01 to Form 10-K for the fiscal year ended December 31, 2013, as filed February 12, 2014).
10.01		AllianceBernstein ~~2014~~2015 Incentive Compensation Award Program.*
10.02		AllianceBernstein ~~2014~~2015 Deferred Cash Compensation Program.*
10.03	AllianceBernstein L.P. 2010 Long Term Incentive Plan, as amended.*
~~10.04~~	Form of Award Agreement under Incentive Compensation Award Program, Deferred Cash Compensation Program and 2010 Long Term Incentive Plan.*
~~10.05~~ 10.04		Form of Award Agreement under 2010 Long Term Incentive Plan relating to equity compensation awards to Eligible Directors.*
10.05		Amendment and Restatement of the Profit Sharing Plan for Employees of AllianceBernstein L.P. (as of January 1, 2015).*
10.06		Amendment and Restatement of the Retirement Plan for Employees of AllianceBernstein L.P. (as of January 1, 2015).*
10.07		Guidelines for Transfer of AB Units.
~~10.07~~10.08		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.
10.09		Commercial Paper Dealer Agreement 4(a)(2) Program, dated as of June 1, 2015, between AllianceBernstein L.P., as Issuer, and Credit Suisse Securities (USA) LLC, as Dealer.
10.10		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.

151

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10.11		Summary of AB’s Lease at 1345 Avenue of the Americas, New York, New York ~~10105.~~10105 (incorporated by reference to Exhibit 10.07 to Form 10-K for the fiscal year ended December 31, 2014, as filed February 12, 2015).
~~10.08~~10.12		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).*
10.13		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).
~~10.09~~10.14		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).*
~~10.10~~10.15		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).*
~~10.11~~10.16		Form of Award Agreement under the Special Option Program (incorporated by reference to Exhibit 10.05 to Form 10-K for the fiscal year ended December 31, 2008, as filed February 23, 2009).*
~~10.12~~10.17	Amended and Restated Commercial Paper Dealer Agreement, dated as of February 10, 2009, among Banc of America Securities LLC, Merrill Lynch Money Markets Inc., Deutsche Bank Securities Inc. and AB (incorporated by reference to Exhibit 10.11 to Form 10-K for the fiscal year ended December 31, 2008, as filed February 23, 2009).

~~140~~

~~Table of Contents~~

~~10.13~~	Employment Agreement among Peter S. Kraus, AllianceBernstein Corporation, AB Holding and AB, dated as of December 19, 2008 (incorporated by reference to Exhibit 99.02 to Form 8-K, as filed December 24, 2008).*
~~10.14~~10.18		Amended and Restated 1997 Long Term Incentive Plan, as amended through November 28, 2007 (incorporated by reference to Exhibit 10.02 to Form 10-K for the fiscal year ended December 31, 2007, as filed February 25, 2008).*
~~10.15~~10.19		Amended and Restated Issuing and Paying Agency Agreement, dated as of May 3, 2006 (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarterly period ended March 31, 2006, as filed May 8, 2006).
~~10.16~~10.20		Investment Advisory and Management Agreement for the General Account of AXA Equitable Life Insurance Company (incorporated by reference to Exhibit 10.5 to Form 10-K for the fiscal year ended December 31, 2004, as filed March 15, 2005).
~~10.17~~10.21		AB Partners Plan of Repurchase adopted as of February 20, 2003 (incorporated by reference to Exhibit 10.2 to Form 10-K for the fiscal year ended December 31, 2002, as filed March 27, 2003).
~~10.18~~10.22		Services Agreement dated as of April 22, 2001 between AB and AXA Equitable Life Insurance Company (incorporated by reference to Exhibit 10.19 to Form 10-K for the fiscal year ended December 31, 2001, as filed March 28, 2002).
~~10.19~~10.23		Extendible Commercial Notes Dealer Agreement, dated as of December 14, 1999 (incorporated by reference to Exhibit 10.10 to the Form 10-K for the fiscal year ended December 31, 1999, as filed March 28, 2000).
~~10.20~~10.24		Amended and Restated Investment Advisory and Management Agreement dated January 1, 1999 among AB Holding, Alliance Corporate Finance Group Incorporated, and AXA Equitable Life Insurance Company (incorporated by reference to Exhibit (a)(6) to Form 10-Q/A for the quarterly period ended September 30, 1999, as filed on September 28, 2000).
~~10.21~~10.25		Amended and Restated Accounting, Valuation, Reporting and Treasury Services Agreement dated January 1, 1999 between AB Holding, Alliance Corporate Finance Group Incorporated, and AXA Equitable Life Insurance Company (incorporated by reference to Exhibit (a)(7) to the Form 10-Q/A for the quarterly period ended September 30, 1999, as filed September 28, 2000).
~~10.22~~10.26		Alliance Capital Accumulation Plan (incorporated by reference to Exhibit 10.11 to Form 10-K for the fiscal year ended December 31, 1988, as filed March 31, 1989).*
12.01		AB Consolidated Ratio of Earnings to Fixed Charges in respect of the years ended December 31, 2015, 2014 ~~2013~~ and ~~2012.~~2013.
21.01		Subsidiaries of AB.
23.01		Consents of PricewaterhouseCoopers LLP.
31.01		Certification of Mr. Kraus furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02		Certification of Mr. Weisenseel furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01		Certification of Mr. Kraus furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02		Certification of Mr. Weisenseel 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.

152

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101.INS			XBRL Instance 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.
*			Denotes a compensatory plan or arrangement

~~141~~

153

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 Holding L.P.

Date: February ~~12, 2015~~11, 2016	By:	/s/ Peter S. Kraus
		Peter S. Kraus
		Chairman of the Board and 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 ~~12, 2015~~11, 2016		/s/ John C. Weisenseel
		John C. Weisenseel
		Chief Financial Officer



Date: February ~~12, 2015~~11, 2016		/s/ Edward J. Farrell
		Edward J. Farrell
		Chief Accounting Officer

~~142~~154

Table of Contents



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

1345 Avenue of the Americas, New York, N.Y.		10105
(Address of principal executive offices)		(Zip Code)



Large accelerated filer ☒x	Accelerated filer ☐o	Non-accelerated filer ☐o	Smaller reporting company ☐o



Glossary of Certain Defined Terms		ii

Part I
Item 1.	Business	1
Item 1A.	Risk Factors	15 16
Item 1B.	Unresolved Staff Comments	22 25
Item 2.	Properties	22 25
Item 3.	Legal Proceedings	22 26
Item 4.	Mine Safety Disclosures	23 26

Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24 27
Item 6.	Selected Financial Data	26 29
	AB Holding	26 29
	AB	27 30
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28 32
	Executive Overview	28 32
	AB Holding	29 33
	AB	31 36
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	50 56
	AB Holding	50 56
	AB	50 56
Item 8.	Financial Statements and Supplementary Data	52 57
	AB Holding	53 58
	AB	66 71
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~105~~ 113
Item 9A.	Controls and Procedures	~~105~~ 113
Item 9B.	Other Information	~~106~~ 115

Part III
Item 10.	Directors, Executive Officers and Corporate Governance	~~107~~ 116
Item 11.	Executive Compensation	~~116~~ 125
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~132~~ 142
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~137~~ 147
Item 14.	Principal Accounting Fees and Services	~~139~~ 150

Part IV
Item 15.	Exhibits, Financial Statement Schedules	~~140~~ 151
Signatures		~~142~~ 154

☒

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

☐

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



Title of Class		Name of each exchange on which registered
units representing assignments of beneficial ownership of limited partnership interests		New York Stock Exchange


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

•	Ÿour ability to sell our actively-managed investment services despite the fact that many investors favor passive services;
•	our operational effectiveness;


(1)	During the fourth quarter of ~~2014,~~2015, we purchased ~~from employees 3,035,519~~2,697,752 AB Holding Units from employees to allow them to fulfill statutory withholding tax requirements at the time of distribution of long-term incentive compensation awards.


(2)	During ~~October 2014,~~the fourth quarter of 2015, we purchased ~~119,500~~2,030,295 AB Holding Units on the open market pursuant to a Rule 10b5-1 plan ~~which plan was adopted on July 31, 2014 and expired on October 22, 2014,~~ to help fund anticipated obligations under our incentive compensation award program.

	Years Ended December 31,
	2014			2013⁽¹⁾			2012⁽¹⁾			2011⁽¹⁾			2010⁽¹⁾
	(in thousands, except per unit amounts and unless otherwise indicated)
INCOME STATEMENT DATA:
Revenues:
Investment advisory and services fees	$	1,958,250		$	1,849,105		$	1,764,475		$	1,907,318		$	2,041,264
Bernstein research services		482,538			445,083			413,707			437,414			430,521
Distribution revenues		444,970			465,424			409,488			360,722			349,025
Dividend and interest income		22,322			19,962			21,286			21,499			22,902
Investment gains (losses)		(9,076	)		33,339			29,202			(82,081	)		(1,410	)
Other revenues		108,788			105,058			101,801			107,569			109,803
Total revenues		3,007,792			2,917,971			2,739,959			2,752,441			2,952,105
Less: interest expense		2,426			2,924			3,222			2,550			3,548
Net revenues		3,005,366			2,915,047			2,736,737			2,749,891			2,948,557

Expenses:
Employee compensation and benefits:
Employee compensation and benefits		1,265,664			1,212,011			1,168,645			1,246,898			1,320,495
Long-term incentive compensation charge		—			—			—			587,131			—
Promotion and servicing:
Distribution-related payments		413,054			426,824			370,865			306,368			289,456
Amortization of deferred sales commissions		41,508			41,279			40,262			37,675			47,397
Other		224,576			204,568			198,416			215,513			191,042
General and administrative:
General and administrative		426,960			423,043			507,682			532,896			516,014
Real estate charges		52			28,424			223,038			7,235			101,698
Contingent payment arrangements		(2,782	)		(10,174	)		682			682			171
Interest on borrowings		2,797			2,962			3,429			2,545			2,078
Amortization of intangible assets		24,916			21,859			21,353			21,417			21,344
Total expenses		2,396,745			2,350,796			2,534,372			2,958,360			2,489,695
Operating income (loss)		608,621			564,251			202,365			(208,469	)		458,862
Non-operating income		—			—			—			—			6,760
Income (loss) before income taxes		608,621			564,251			202,365			(208,469	)		465,622
Income taxes		37,782			36,829			13,764			3,098			38,523
Net income (loss)		570,839			527,422			188,601			(211,567	)		427,099
Net income (loss) of consolidated entities attributable to non-controlling interests		456			9,746			(315	)		(36,799	)		(15,320	)
Net income (loss) attributable to AB Unitholders	$	570,383		$	517,676		$	188,916		$	(174,768	)	$	442,419
Basic net income (loss) per AB Unit	$	2.10		$	1.89		$	0.67		$	(0.62	)	$	1.59
Diluted net income (loss) per AB Unit	$	2.09		$	1.88		$	0.67		$	(0.62	)	$	1.58
Operating margin⁽²⁾		20.2	%		19.0	%		7.4	%		n/m			16.1	%
CASH DISTRIBUTIONS PER AB UNIT⁽³⁾	$	2.08		$	1.97		$	1.36		$	1.38		$	1.58
BALANCE SHEET DATA AT PERIOD END:
Total assets	$	7,378,453		$	7,385,851		$	8,115,050		$	7,708,389		$	7,580,315
Debt	$	488,988		$	268,398		$	323,163		$	444,903		$	224,991
Total capital	$	4,115,861		$	4,069,726		$	3,803,268		$	4,029,487		$	4,495,356
ASSETS UNDER MANAGEMENT AT PERIOD END (in millions)	$	474,027		$	450,411		$	430,017		$	405,897		$	478,019

	1-Year			3-Year			5-Year

Global High Income (fixed income)
Absolute return		3.6	%		9.7	%		9.8	%
Relative return (vs. Barclays Global High Yield Index)		3.6			1.0			1.0
Global Fixed Income (fixed income)
Absolute return		(0.2	)		(0.4	)		3.5
Relative return (vs. CITI WLD GV BD-USD/JPM GLBL BD)		0.3			0.6			1.9
Intermediate Municipal Bonds (fixed income)
Absolute return		4.6			2.5			3.7
Relative return (vs. Lipper Short/Int. Blended Muni Fund Avg)		0.7			0.4			0.7
U.S. Strategic Core Plus (fixed income)
Absolute return		7.2			3.8			5.6
Relative return (vs. Barclays U.S. Aggregate Index)		1.2			1.1			1.2
Emerging Market Debt (fixed income)
Absolute return		5.7			6.2			8.0
Relative return (vs. JPM EMBI Global/JPM EMBI)		0.2			0.9			0.7
Global Plus (fixed income)
Absolute return		1.0			1.1			3.6
Relative return (vs. Barclays Global Aggregate Index)		0.4			0.3			1.0
Emerging Markets Value
Absolute return		1.9			3.3			(0.1	)
Relative return (vs. MSCI EM Index)		4.0			(0.7	)		(1.8	)
Global Strategic Value
Absolute return		7.0			18.0			8.6
Relative return (vs. MSCI ACWI Index)		2.8			3.9			(0.6	)
U.S. Small & Mid Cap Value
Absolute return		10.1			22.4			16.7
Relative return (vs. Russell 2500 Value Index)		3.0			3.0			1.2
U.S. Strategic Value
Absolute return		13.3			22.3			13.9
Relative return (vs. Russell 1000 Value Index)		(0.2	)		1.4			(1.6	)
Growth & Income
Absolute return		9.9			21.0			16.6
Relative return (vs. Russell 1000 Value Index)		(3.5	)		0.1			1.1
U.S. Small Cap Growth
Absolute return		(0.6	)		19.2			19.8
Relative return (vs. Russell 2000 Growth Index)		(6.2	)		(1.0	)		3.0
U.S. Large Cap Growth
Absolute return		15.0			23.1			15.2
Relative return (vs. Russell 1000 Growth Index)		2.0			2.8			(0.6	)
U.S. Small & Mid Cap Growth
Absolute return		3.8			19.0			20.0
Relative return (vs. Russell 2500 Growth Index)		(3.2	)		(1.5	)		2.7
Select U.S. Equity
Absolute return		14.3			21.0			17.9
Relative return (vs. S&P 500 Index)		0.6			0.6			2.4
International Style Blend – Developed
Absolute return		(6.5	)		9.9			2.7
Relative return (vs. MSCI EAFE Index)		(1.6	)		(1.1	)		(2.6	)
Strategic Equities (inception June 30, 2012)
Absolute return		13.3			N/A			N/A
Relative return (vs. S&P 500 Index)		(0.4	)		N/A			N/A



Higher base advisory fees	$	45.1
2015 investment gains compared to 2014 investment losses	12.6
Higher Bernstein Research Services revenues	10.9
Lower performance-based fees	(29.5		)
Lower other revenues	(7.6		)
Higher net income of consolidated entities attributable to non-controlling interests	(5.9		)
Higher general and administrative expenses	(5.6		)
Other	(3.8		)
	$	16.2

Higher base advisory fees	$	109.5
Higher Bernstein Research Services revenues		37.4
Lower real estate charges		28.3
Higher employee compensation and benefits		(53.7	)
2014 investment losses compared to 2013 investment gains		(42.3	)
Higher other promotion and servicing		(20.0	)
Other		(6.5	)
	$	52.7

Lower real estate charges	$	194.6
Higher base advisory fees		97.7
Lower general and administrative (excluding real estate charges)		84.6
Higher Bernstein Research Services revenues		31.4
Higher employee compensation and benefits		(43.4	)
Higher income taxes		(23.1	)
Lower performance-based fees		(13.0	)
	$	328.8

		Payments Due by Period
			Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in millions)

Commercial paper		$	489.0	$	489.0	$	—	$	—	$	—
Operating leases, net of sublease commitments			1,156.5		94.7		185.0		163.6		713.2
Funding commitments			38.4		8.9		13.3		16.2		—
Accrued compensation and benefits			267.6		151.8		63.1		17.4		35.3
Unrecognized tax benefits			11.3		—		6.7		4.6		—
Total		$	1,962.8	$	744.4	$	268.1	$	201.8	$	748.5



AXA and its subsidiaries		~~62.1~~62.3	%
AB Holding	36.4	~~36.5~~
Unaffiliated holders	1.3	~~1.4~~
		100.0	%

	2014			2013

Outstanding as of January 1,		96,028,494			105,173,342
Options exercised		1,110,070			887,642
Units issued		4,193,445			3,935,345
Units retired		(575,010	)		(13,967,835	)
Outstanding as of December 31,		100,756,999			96,028,494

	Quarters Ended
	December 31		September 30		June 30		March 31
	(in thousands, except per unit amounts)

2014:
Equity in net income attributable to AB Unitholders	$	63,563	$	49,876	$	48,467	$	41,371
Net income	$	57,667	$	44,134	$	42,854	$	36,159
Basic net income per unit⁽¹⁾	$	0.59	$	0.45	$	0.44	$	0.38
Diluted net income per unit⁽¹⁾	$	0.59	$	0.45	$	0.44	$	0.38
Cash distributions per unit⁽²⁾⁽³⁾	$	0.57	$	0.45	$	0.45	$	0.39

2013:
Equity in net income attributable to AB Unitholders	$	62,971	$	34,504	$	45,440	$	42,997
Net income	$	57,472	$	29,523	$	40,276	$	38,231
Basic net income per unit⁽¹⁾	$	0.62	$	0.32	$	0.40	$	0.38
Diluted net income per unit⁽¹⁾	$	0.62	$	0.32	$	0.40	$	0.38
Cash distributions per unit⁽²⁾⁽³⁾	$	0.60	$	0.40	$	0.41	$	0.38


(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.


(3)	Cash distributions reflect the impact of AB’s non-GAAP adjustments.



Purchases of AB Units	(805		)	(1,553		)	(1,805		)
Other	(26		)	(1,546		)	62
Net cash used in financing activities	(644,698		)	(478,231		)	(562,378		)
Effect of exchange rate changes on cash and cash equivalents	(10,353		)	(20,027		)	(3,417		)
Net (decrease) increase in cash and cash equivalents	(14,020		)	45,612			(117,291		)
Cash and cash equivalents as of beginning of the period	555,503			509,891			627,182
Cash and cash equivalents as of end of the period	$	541,483		$	555,503		$	509,891
Cash paid:
Interest paid	$	3,984		$	3,148		$	3,692
Income taxes paid	25,999			42,028			13,423
Non-cash investing activities:
Fair value of assets acquired	—			87,821			81,929
Fair value of liabilities assumed	—			1,342			26,193
Fair value of redeemable non-controlling interest recorded	—			16,504			—
Non-cash financing activities:
Payables recorded under contingent payment arrangements	—			9,365			17,100



	Year Ended December 31,
	2015			2014
	(in thousands)
Balance as of January 1,	$	148,429		$	199,527
Expense (credit) incurred	2,258			(4,755		)
Payments made	(38,920		)	(50,893		)
Interest accretion	4,297			4,550
Balance as of end of period	$	116,064		$	148,429


										Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
										(in thousands)
December 31, 2015:
Available-for-sale:
Equity investments										$	1,778	$	9	$	(1,606	)	$	181
Fixed income investments										197		3		(17		)	183
										$	1,975	$	12	$	(1,623	)	$	364
Trading:
Equity investments										$	357,844	$	2,230	$	(27,896	)	$	332,178
Fixed income investments										215,122		391		(7,783		)	207,730
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		$	572,966	$	2,621	$	(35,679	)	$	539,908
	(in thousands)
December 31, 2014:
Available-for-sale:
Equity investments	$	4,339	$	1,625	$	(13	)	$	5,951	$	4,339	$	1,625	$	(13	)	$	5,951
Fixed income investments		202		19		—			221	202		19		—			221
	$	4,541	$	1,644	$	(13	)	$	6,172	$	4,541	$	1,644	$	(13	)	$	6,172
Trading:
Equity investments	$	411,898	$	18,370	$	(20,476	)	$	409,792	$	411,898	$	18,370	$	(20,476	)	$	409,792
Fixed income investments		199,645		2,646		(6,250	)		196,041	199,645		2,646		(6,250		)	196,041
	$	611,543	$	21,016	$	(26,726	)	$	605,833	$	611,543	$	21,016	$	(26,726	)	$	605,833

December 31, 2013:
Available-for-sale:
Equity investments	$	8,261	$	158	$	(3,625	)	$	4,794
Fixed income investments		493		2		(431	)		64
	$	8,754	$	160	$	(4,056	)	$	4,858
Trading:
Equity investments	$	324,432	$	32,486	$	(20,132	)	$	336,786
Fixed income investments		242,647		2,150		(7,472	)		237,325
	$	567,079	$	34,636	$	(27,604	)	$	574,111

	Notional Value		Derivative Assets		Derivative Liabilities		Gains (Losses)
	(in thousands)
December 31, 2014:
Exchange-traded futures	$	149,863	$	571	$	2,438	$	(3,766	)
Currency forwards		149,282		1,782		333		3,160
Interest rate swaps		50,591		1,507		2,679		(2,941	)
Credit default swaps		32,745		1,432		110		(826	)
Option swaps		11		107		88		(338	)
Total return swaps		125,913		1,388		3,744		(14,566	)
Total derivatives	$	508,405	$	6,787	$	9,392	$	(19,277	)


December 31, 2013:
Exchange-traded futures	$	63,107	$	289	$	2,542	$	(10,492	)
Currency forwards		111,774		576		927		(2,555	)
Interest rate swaps		81,253		1,149		573		621
Credit default swaps		42,270		696		126		(1,126	)
Option swaps		144		87		86		(399	)
Total return swaps		85,107		488		2,057		(5,157	)
Total derivatives	$	383,655	$	3,285	$	6,311	$	(19,108	)



	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets Presented in the Statement of Financial Position		Financial Instruments		Cash Collateral Received			Net Amount
	(in thousands)
December 31, 2015
Securities borrowed	$	75,274	$	—	$	75,274	$	—	$	(75,274	)	$	—
Derivatives	$	12,588	$	—	$	12,588	$	—	$	(1,518	)	$	11,070
Long exchange-traded options	$	5,910	$	—	$	5,910	$	—	$	—		$	5,910
December 31, 2014
Securities borrowed	$	158,147	$	—	$	158,147	$	—	$	(158,147	)	$	—
Derivatives	$	6,787	$	—	$	6,787	$	—	$	(990	)	$	5,797
Long exchange-traded options	$	22,290	$	—	$	22,290	$	—	$	—		$	22,290



	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Liabilities Presented in the Statement of Financial Position		Financial Instruments		Cash Collateral Pledged			Net Amount
	(in thousands)
December 31, 2015
Securities loaned	$	9,518	$	—	$	9,518	$	—	$	(9,518	)	$	—
Derivatives	$	12,221	$	—	$	12,221	$	—	$	(12,221	)	$	—
Short exchange-traded options	$	843	$	—	$	843	$	—	$	—		$	843
December 31, 2014
Securities loaned	$	33,645	$	—	$	33,645	$	—	$	(33,645	)	$	—
Derivatives	$	9,392	$	—	$	9,392	$	—	$	(9,392	)	$	—
Short exchange-traded options	$	7,118	$	—	$	7,118	$	—	$	—		$	7,118

	Level 1		Level 2		Level 3		Total
	(in thousands)
December 31, 2014:
Money markets	$	89,566	$	—	$	—	$	89,566
U.S. Treasury Bills		—		444,152		—		444,152
Available-for-sale
Equity securities		5,951		—		—		5,951
Fixed income securities		221		—		—		221
Trading
Equity securities		387,495		7		—		387,502
Fixed income securities		164,317		2,742		—		167,059
Long exchange-traded options		22,290		—		—		22,290
Derivatives		571		6,216		—		6,787
Private equity		12,162		—		58,926		71,088
Total assets measured at fair value	$	682,573	$	453,117	$	58,926	$	1,194,616

Securities sold not yet purchased
Short equities – corporate	$	81,784	$	—	$	—	$	81,784
Short exchange-traded options		7,118		—		—		7,118
Derivatives		2,438		6,954		—		9,392
Total liabilities measured at fair value	$	91,340	$	6,954	$	—	$	98,294

December 31, 2013:
Money markets	$	153,630	$	—	$	—	$	153,630
U.S. Treasury Bills		—		964,953		—		964,953
Available-for-sale
Equity securities		4,794		—		—		4,794
Fixed income securities		64		—		—		64
Trading
Equity securities		312,931		1,235		—		314,166
Fixed income securities		194,085		4,253		—		198,338
Long exchange-traded options		22,621		—		—		22,621
Derivatives		289		2,996		—		3,285
Private equity		19,836		8,934		52,081		80,851
Total assets measured at fair value	$	708,250	$	982,371	$	52,081	$	1,742,702

Securities sold not yet purchased
Short equities – corporate	$	46,978	$	—	$	—	$	46,978
Short exchange-traded options		25,005		—		—		25,005
Derivatives		2,542		3,769		—		6,311
Total liabilities measured at fair value	$	74,525	$	3,769	$	—	$	78,294

	December 31, 2014			December 31, 2013
	(in thousands)

Balance as of beginning of period	$	52,081		$	76,953
Transfers in (out), net		(1,594	)		(28,155	)
Purchases		7,976			4,058
Sales		(1,121	)		(3,518	)
Realized gains (losses), net		721			(6,578	)
Unrealized gains (losses), net		863			9,321
Balance as of end of period	$	58,926		$	52,081



	Fair Value as of December 31, 2015		Valuation Technique	Unobservable Input	Range
	(in thousands)

Technology, Media and Telecommunications	$	9,527	Market comparable companies	Revenue multiple	2.5 – 4.8
				Marketability discount	30	%



	Fair Value as of December 31, 2014		Valuation Technique	Unobservable Input	Range
	(in thousands)

Technology, Media and Telecommunications	$	20,112	Market comparable companies	Revenue multiple	2.0 – 3.5
				Discount rate	18	%
				Discount years	2.0

2015	$	43,209
2016		34,541
2017		26,911
2018		13,175
2019		398
2020		56
	$	118,290