Exhibit 13.1
The following is an excerpt from AllianceBernstein L.P.'s Annual Report on Form
10-K for the fiscal year ended December 31, 2008 (the "AllianceBernstein Annual
Report"). As used in Item 1A - Risk Factors below, the words "we" and "us" refer
collectively to AllianceBernstein L.P. and its subsidiaries, or their officers
and employees. Item references in the excerpt below refer to item numbers in the
AllianceBernstein Annual Report. Unless otherwise defined, capitalized terms
used in this Exhibit 13.1 are defined under "Explanatory Note" directly
following the excerpt.
ITEM 1A. RISK FACTORS
Please read this section along with the description of our business in Item 1,
the competition section just above, and AllianceBernstein's financial
information contained in Items 6, 7 and 8. The majority of the risk factors
discussed below directly affect AllianceBernstein. These risk factors also
affect Holding because Holding's principal source of income and cash flow is
attributable to its investment in AllianceBernstein. See also "Cautions
Regarding Forward-Looking Statements" in Item 7.
CHANGES IN FINANCIAL MARKET LEVELS HAVE A DIRECT AND SIGNIFICANT IMPACT ON OUR
ASSETS UNDER MANAGEMENT; A SIGNIFICANT REDUCTION IN ASSETS UNDER MANAGEMENT HAS
A MATERIAL ADVERSE EFFECT ON OUR REVENUES, FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND BUSINESS PROSPECTS.
Performance of financial markets (both domestic and international), global
economic conditions, industry trends, interest rates, inflation rates, tax
regulation changes and other factors that are difficult to predict affect the
mix, market value and level of assets under management. Investment advisory and
services fees, the largest component of revenues, are generally calculated as a
percentage of the value of assets under management and vary with the type of
account managed. Accordingly, fee income generally increases or decreases as
assets under management increase or decrease and is affected by market
appreciation or depreciation, inflow of new client assets (including purchases
of mutual fund shares) and outflow of client assets (including redemption of
mutual fund shares). In addition, changing market conditions and investment
trends, particularly with respect to retirement savings, may reduce interest in
certain of our investment products and may result in a reduction in assets under
management. In addition, a shift from equity products towards fixed income
products and passive products may result in a related decline in revenues and
income because we generally earn higher revenues from assets invested in our
equity services than in our fixed income services or passive services. The
global economic turmoil during the second half of 2008 has caused some investors
to shift their focus from equities to fixed income, passive and money market
products (some of which we do not offer), and this trend may continue or
accelerate.
Significant weakness and volatility in global credit markets, particularly the
rapid deterioration of the mortgage markets in the United States and Europe,
during the second half of 2007 and early in 2008 was followed by global economic
turmoil during the second half of 2008. These conditions have had a significant
adverse affect on our 2008 results of operations. Specifically, they adversely
affected absolute and relative performance for clients in nearly all of our
investment services. As a result, our AUM, revenues and earnings per unit were
down 42.3%, 22.3% and 33.3%, respectively, as compared to year-end 2007 totals
and the amount of performance-based fees we earned in 2008 were down 83.4% (for
additional information about our firm's financial and operating results, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Item 7). The weakness in global financial markets has continued
thus far in 2009 and our AUM declined by $33 billion during January 2009. Our
2009 results of operations will continue to be adversely affected should this
trend continue.
Our 2008 results included two quarters during which AUM and revenues were
substantially higher than they are now. If our current level of AUM continues or
declines for most or all of 2009, our revenues and earnings will be
substantially lower in 2009 than they were in 2008.
PROLONGED WEAKNESS IN ASSET VALUES MAY RESULT IN IMPAIRMENT OF GOODWILL,
INTANGIBLE ASSETS AND THE DEFERRED SALES COMMISSION ASSET.
To the extent that securities valuations remain depressed for prolonged periods
of time and market conditions stagnate or worsen as a result of the global
financial crisis (factors that are beyond our control), our AUM, revenues,
profitability and unit price may be adversely affected. As a result, subsequent
impairment tests may be based on different assumptions and future cash flow
projections which may result in an impairment of goodwill, intangible assets and
the deferred sales commission asset. The occurrence of an impairment would
require a material charge to our earnings. For additional information about our
impairment testing, see Item 7.
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OUR BUSINESS IS DEPENDENT ON INVESTMENT ADVISORY, SELLING AND DISTRIBUTION
AGREEMENTS THAT ARE SUBJECT TO TERMINATION OR NON-RENEWAL ON SHORT NOTICE.
We derive most of our revenues pursuant to written investment management
agreements (or other arrangements) with institutional investors, mutual funds,
and private clients, and selling and distribution agreements between
AllianceBernstein Investments and financial intermediaries that distribute
AllianceBernstein Funds. Generally, the investment management agreements (and
other arrangements) are terminable at any time or upon relatively short notice
by either party. The selling and distribution 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. In addition, investors
in AllianceBernstein 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 revenues, financial condition, results of operations and business
prospects.
OUR ABILITY TO ESTABLISH NEW CLIENT RELATIONSHIPS AND MAINTAIN EXISTING ONES IS
PARTLY DEPENDENT ON OUR RELATIONSHIPS WITH VARIOUS FINANCIAL INTERMEDIARIES AND
CONSULTANTS THAT ARE NOT OBLIGATED TO CONTINUE TO WORK WITH US.
Our ability to market our Retail Products and Services, sub-advisory services,
and certain other investment services is partly dependent on our access to
securities firms, brokers, banks and other intermediaries. These intermediaries
generally offer their clients investment products in addition to, and in
competition with, our products. In addition, certain institutional investors
rely on consultants to advise them on the choice of investment adviser, and our
Institutional Investment Services are not always considered among the best
choices by consultants. Also, our Private Client Services group relies 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 revenues, financial condition,
results of operations and business prospects. For example, one or more
investment consultants could advise their clients to move their assets away from
us to other investment advisers, which could result in significant net outflows.
Also, the consolidation among financial intermediaries, which occurred over the
last several months and is likely to continue, will reduce the number of
intermediaries available to distribute our retail products and is likely to
increase the cost of doing business with them as consolidation reduces
competition.
OUR AGGRESSIVE EXPENSE REDUCTION INITIATIVES COULD ADVERSELY AFFECT OUR ABILITY
TO CONDUCT OUR BUSINESS.
During the fourth quarter of 2008, we reduced headcount and announced our
intention to reduce capital outlays in 2009 in order to lower our expense base
in light of substantial declines in AUM and net revenues. Additionally, in 2008
we reduced substantially year-end cash bonuses and deferred compensation awards
and imposed a salary freeze for 2009. These expense reduction measures and any
additional measures we may take in view of continuing adverse economic
conditions could have a significant effect on our ability to conduct our
business and service our clients. We also may be unable to retain key personnel,
the loss of whom could further damage our business.
WE MAY BE UNABLE TO CONTINUE TO ATTRACT AND RETAIN KEY PERSONNEL.
Our business depends on our ability to attract, retain, and motivate highly
skilled, and often highly specialized, technical, managerial, and executive
personnel; there is no assurance that we will be able to do so. This may be
particularly difficult in the months ahead as our firm continues to aggressively
manage expenses.
The market for qualified research analysts, portfolio managers, financial
advisers, traders and other professionals is extremely competitive and is
characterized by frequent movement of these investment professionals among
different firms. Portfolio managers and financial advisers often maintain
strong, personal relationships with their clients so their departure could cause
us to lose client accounts, which could have a material adverse effect on our
revenues, financial condition, results of operations and business prospects.
INVESTMENT PERFORMANCE CONSISTENTLY BELOW CLIENT EXPECTATIONS COULD LEAD TO LOSS
OF CLIENTS AND A DECLINE IN REVENUES.
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, as well as a prospective client's decision to
invest with us. Our inability to meet or exceed relevant investment benchmarks
could result in clients withdrawing assets and in prospective clients choosing
to invest with competitors. This could also result in lower investment
management fees, including minimal or no performance-based fees, which could
result in a decline in our revenues.
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Throughout 2008, we underperformed benchmarks, in some cases by substantial
amounts, in virtually all of our services, particularly in the fourth quarter.
In so doing, we failed to meet client expectations, which contributed to net
outflows across each of our three distribution channels in 2008, with net
outflows accelerating in the fourth quarter. Net outflows continued to
accelerate in January 2009. If we cannot improve our investment performance, it
is likely that our net outflows will continue, which could have a significantly
adverse effect on our revenues, financial condition, results of operations and
business prospects.
WE MAY ENTER INTO MORE PERFORMANCE-BASED FEE ARRANGEMENTS WITH OUR CLIENTS IN
THE FUTURE, WHICH COULD CAUSE GREATER FLUCTUATIONS IN OUR REVENUES.
We sometimes charge our clients performance-based fees. In these situations, we
charge a base advisory fee and are eligible to earn an additional
performance-based fee or incentive allocation that is calculated as either a
percentage of absolute investment results or a percentage of investment results
in excess of a stated benchmark over a specified period of time. In addition,
some performance-based fees include a high-watermark provision, which generally
provides that if a client account underperforms relative to its performance
target (whether absolute or relative to a specified benchmark), it must gain
back such underperformance before we can collect future performance-based fees.
Therefore, if we underperform our performance target for a particular period, we
will not earn a performance-based fee for that period and, for accounts with a
high-watermark provision, our ability to earn future performance-based fees will
be impaired. We are eligible to earn performance-based fees on approximately 14%
of the assets we manage for institutional clients and approximately 5% of the
assets we manage for private clients (in total, approximately 10% of our
company-wide 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. Approximately 80% of our hedge fund AUM is subject to
high-watermarks, and we ended the fourth quarter of 2008 with approximately 67%
of this hedge fund AUM below high-watermarks by 10% or more. This will make it
very difficult for us to earn performance-based fees in most of our hedge funds
in 2009.
Our performance-based fees were $13.4 million in 2008, $81.2 million in 2007 and
$235.7 million in 2006.
THE INDIVIDUALS, COUNTERPARTIES OR ISSUERS ON WHICH WE RELY IN THE COURSE OF
PERFORMING SERVICES FOR OUR CLIENTS MAY BE UNABLE OR UNWILLING TO HONOR THEIR
CONTRACTUAL OBLIGATIONS TO US.
We rely on various third party vendors to fulfill their obligations to us,
whether specified by contract, course of dealing or otherwise. Disruptions in
the financial markets and other economic challenges, like those presented by the
ongoing global financial crisis, may cause these vendors to experience
significant cash flow problems or even render them insolvent, which could expose
us to significant costs and reduce our net income. For example, insurance
companies may be unable to pay claims they are otherwise contractually obligated
to pay, which could result in our having to suffer losses that typically would
be covered by insurance.
UNPREDICTABLE EVENTS, INCLUDING NATURAL DISASTER, TECHNOLOGY FAILURE, AND
TERRORIST ATTACK, COULD ADVERSELY AFFECT OUR ABILITY TO CONDUCT BUSINESS.
War, terrorist attack, power failure, natural disaster, and rapid spread of
serious disease could interrupt our operations by:
o causing disruptions in U.S. or global economic conditions, thus
decreasing investor confidence and making investment products
generally less attractive;
o inflicting loss of life;
o triggering massive technology failures or delays; and
o requiring substantial capital expenditures and operating expenses to
remediate damage and restore operations.
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 revenues,
financial condition, results of operations and business prospects.
WE DEPEND ON VARIOUS SYSTEMS AND TECHNOLOGIES FOR OUR BUSINESS TO FUNCTION
PROPERLY AND TO SAFEGUARD CONFIDENTIAL INFORMATION.
We utilize software and related technologies throughout our business, including
both proprietary systems and those provided by
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outside vendors. Although we have established and tested business continuity
plans, we may experience systems delays and interruptions and it is not possible
to predict with certainty all of the adverse effects that could result from our
failure, or the failure of a third party, to efficiently address these problems.
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, harm to our
reputation, 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 revenues, financial
condition, 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. Our systems could
be damaged by unauthorized users or corrupted by computer viruses or other
malicious software code, or authorized persons could inadvertently or
intentionally 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.
OUR OWN OPERATIONAL FAILURES OR THOSE OF THIRD PARTIES WE RELY ON, INCLUDING
FAILURES ARISING OUT OF HUMAN ERROR, COULD DISRUPT OUR BUSINESS, DAMAGE OUR
REPUTATION AND REDUCE OUR REVENUES.
Weaknesses or failures in our internal processes or systems could lead to
disruption of our operations, liability to clients, exposure to disciplinary
action or harm to our reputation. Our business is highly dependent on our
ability to process, on a daily basis, large numbers of transactions, many of
which are highly complex, across numerous and diverse markets. These
transactions generally must adhere to investment guidelines, as well as
stringent legal and regulatory standards.
Despite the contingency plans and facilities we have in place, 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 used by AllianceBernstein 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.
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. Should we make a mistake in performing our services
that costs us or our clients money, we have a duty to act promptly to put the
clients in the position they 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, revenues, financial condition, results of
operations and business prospects.
WE MAY NOT ACCURATELY VALUE THE SECURITIES WE HOLD ON BEHALF OF OUR
DISCRETIONARY CLIENTS OR OUR COMPANY INVESTMENTS.
In accordance with applicable regulatory requirements, our obligations under
investment management agreements with our clients, and, if the client is a U.S.
Fund, the approval and direction of the U.S. Fund's board of directors or
trustees, 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. Where 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 not adequately accounting for one or more factors when fair valuing 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 would likely result in
our basing fee calculations on inaccurate AUM figures, our striking incorrect
net asset values for company-sponsored mutual 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 and create regulatory
issues.
In 2008, the unprecedented illiquidity experienced in parts of the fixed income
markets made it more difficult to fair value sub-prime mortgage-related assets
such as collateralized debt obligations and mortgage-backed securities. This
difficulty was accompanied by significant write downs of these, and like,
financial instruments under the fair value measurement requirements of Financial
Accounting Standards Board ("FASB") Statement No. 157, "Fair Value
Measurements". These factors increase the risk that our fair
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value determinations may not reflect the true value of the securities being
valued.
OUR BUSINESS IS BASED ON THE TRUST AND CONFIDENCE OF OUR CLIENTS; ANY DAMAGE TO
THAT TRUST AND CONFIDENCE CAN CAUSE ASSETS UNDER MANAGEMENT TO DECLINE.
We are dedicated to earning and maintaining the trust and confidence of our
clients; the good reputation created thereby is essential to our business.
Damage to our reputation could substantially impair our ability to maintain or
grow our business.
Our substantial underperformance in virtually all of our investment services
during 2008, which resulted in large part from our financial sector investments
held during the fourth quarter of 2008, may have hurt our reputation among many
clients, prospects and consultants. We are focused on improving investment
performance and, in so doing, rebuilding our reputation. Failure in this
endeavor could have a material adverse effect on our revenues, financial
condition, results of operations and business prospects.
WE MAY NOT ALWAYS SUCCESSFULLY MANAGE ACTUAL AND POTENTIAL CONFLICTS OF INTEREST
THAT ARISE IN OUR BUSINESS.
Our reputation is one of our most important assets. As our business and client
base expand, we increasingly 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, as
well as situations where certain of our employees have access to material
non-public information that may not be shared with all employees of our firm.
Failure to adequately address potential conflicts of interest could adversely
affect our revenues, financial condition, results of operations and business
prospects.
We have procedures and controls that are designed to address and manage
conflicts of interest, including those designed to prevent the improper sharing
of information. However, appropriately managing conflicts of interest is complex
and difficult, and 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 conflicts of
interest. In addition, potential or perceived conflicts could give rise to
litigation or regulatory enforcement actions.
RATES WE CHARGE FOR BROKERAGE TRANSACTIONS HAVE DECLINED SIGNIFICANTLY IN RECENT
YEARS, AND WE EXPECT THOSE DECLINES TO CONTINUE. IN ADDITION, RECENT CAPITAL
MARKETS AND ECONOMIC TURMOIL MAY REDUCE MARKET VOLUMES. COMBINED, THESE TWO
FACTORS COULD ADVERSELY IMPACT SCB'S REVENUE.
Electronic, or "low-touch", trading approaches represent a growing percentage of
buy-side trading activity and produce transaction fees for execution-only
services that are a small fraction of traditional full service fee rates. As a
result, blended pricing for the industry and SCB has declined in recent years.
In addition, fee rates charged by SCB and other brokers for traditional
brokerage services have also historically experienced price pressure, and we
expect these trends to continue. While increases in transaction volume have in
the past more than offset decreases in rates, this may not continue. Recent
economic and market turmoil has severely impacted much of SCB's client base,
which in the near-term may adversely affect transaction volume generally.
THE COSTS OF INSURANCE ARE SUBSTANTIAL AND MAY INCREASE.
Our insurance expenses are significant and can fluctuate significantly from year
to year. They increased in 2008, and additional increases in the future are
possible. In addition, certain insurance coverage may not be available or may
only be available at prohibitive costs. As we renew our insurance policies, we
may be subject to additional costs resulting from rising premiums, the
assumption of higher deductibles and/or co-insurance liability and, to the
extent certain U.S. Funds purchase separate directors and officers/errors and
omissions liability coverage, an increased risk of insurance companies disputing
responsibility for joint claims. Higher insurance costs and incurred deductibles
reduce our net income.
OUR BUSINESS IS SUBJECT TO PERVASIVE GLOBAL REGULATION, THE COMPLIANCE WITH
WHICH COULD INVOLVE SUBSTANTIAL EXPENDITURES OF TIME AND MONEY, AND THE
VIOLATION OF WHICH COULD RESULT IN MATERIAL ADVERSE CONSEQUENCES.
Virtually all aspects of our business are subject to federal and state laws and
regulations, rules of securities regulators and exchanges, and laws in the
foreign countries 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 revocation of our and our subsidiaries'
registrations as investment advisers or broker-dealers, revocation of the
licenses of our employees, censures, fines, or temporary suspension or permanent
bar from conducting business. A regulatory proceeding, even if it does not
result in a finding of wrongdoing or sanction, could require substantial
expenditures of time and money. Any such liability or sanction could have a
material adverse effect on our revenues, financial condition, results of
operations, and business prospects. These laws and regulations generally grant
supervisory agencies and
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bodies broad administrative powers, including, in some cases, the power to limit
or restrict doing business for failure to comply with such laws and regulations.
Moreover, regulators in non-U.S. jurisdictions could change their policies or
laws in a manner that might restrict or otherwise impede our ability to market,
distribute, or register investment products in their respective markets. These
local requirements could increase the expenses we incur in a specific
jurisdiction without any corresponding increase in revenues from operating in
the jurisdiction.
Due to the extensive laws and regulations to which we are subject, we devote
substantial time and effort to legal and regulatory compliance issues. In
addition, the regulatory environment in which we operate changes frequently and
regulations have increased significantly in recent years. We may be adversely
affected as a result of new or revised legislation or regulations or by changes
in the interpretation or enforcement of existing laws and regulations.
THE FINANCIAL SERVICES INDUSTRY IS INTENSELY COMPETITIVE.
We compete on the basis of a number of factors, including our array of
investment services, our investment performance for our clients, 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, our poor investment performance during 2008, and
what may be diminished confidence in our services on the part of clients and
consultants alike, may make it more difficult for us to compete effectively.
WE ARE INVOLVED IN VARIOUS LEGAL PROCEEDINGS AND REGULATORY MATTERS AND MAY BE
INVOLVED IN SUCH PROCEEDINGS IN THE FUTURE, ANY ONE OR COMBINATION OF WHICH
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND BUSINESS PROSPECTS.
We are involved in various matters, including regulatory inquiries,
administrative proceedings and litigation, some of which allege substantial
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, or when the litigation is highly complex
or broad in scope. We have described pending material legal proceedings in
Item 3.
Structure-related Risks
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THE PARTNERSHIP STRUCTURE OF HOLDING AND ALLIANCEBERNSTEIN LIMITS UNITHOLDERS'
ABILITIES TO INFLUENCE THE MANAGEMENT AND OPERATION OF ALLIANCEBERNSTEIN'S
BUSINESS AND IS HIGHLY LIKELY TO PREVENT A CHANGE IN CONTROL OF HOLDING AND
ALLIANCEBERNSTEIN.
The General Partner, as general partner of both Holding and AllianceBernstein,
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. Holding and AllianceBernstein unitholders have more
limited voting rights on matters affecting AllianceBernstein 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 can only vote on certain
extraordinary matters (including removal of the General Partner under certain
extraordinary circumstances). Additionally, the AllianceBernstein Partnership
Agreement includes significant restrictions on transfers of AllianceBernstein
Units and provisions that have the practical effect of preventing the removal of
the General Partner, which are highly likely to prevent a change in control of
AllianceBernstein's management.
ALLIANCEBERNSTEIN UNITS ARE ILLIQUID.
There is no public trading market for AllianceBernstein Units and
AllianceBernstein does not anticipate that a public trading market will ever
develop. The AllianceBernstein Partnership Agreement restricts our ability to
participate in a public trading market or anything substantially equivalent to
one by providing that any transfer which may cause AllianceBernstein to be
classified as a "publicly traded partnership" as defined in Section 7704 of the
Code shall be deemed void and shall not be recognized by AllianceBernstein. In
addition, AllianceBernstein Units are subject to significant restrictions on
transfer; all transfers of AllianceBernstein Units are subject to the written
consent of AXA Equitable and the General Partner pursuant to the
AllianceBernstein Partnership Agreement. Generally, neither AXA Equitable nor
the General Partner will permit any transfer that it believes would create a
risk that AllianceBernstein would be treated as a corporation for tax purposes.
AXA Equitable and the General Partner have implemented a transfer policy that
requires a seller to locate a purchaser, and imposes annual volume restrictions
on transfers. You may request a copy of the transfer program from our corporate
secretary (corporate.secretary@alliancebernstein.com). Also, we have filed the
transfer program as Exhibit 10.10 to this Form 10-K.
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CHANGES IN THE PARTNERSHIP STRUCTURE OF HOLDING AND ALLIANCEBERNSTEIN AND/OR
CHANGES IN THE TAX LAW GOVERNING PARTNERSHIPS WOULD HAVE SIGNIFICANT TAX
RAMIFICATIONS.
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" publicly-traded partnership ("PTP") for
federal income tax purposes. Holding is also subject to the 4.0% UBT, net of
credits for UBT paid by AllianceBernstein. In order to preserve Holding's status
as a "grandfathered" publicly-traded partnership for federal income tax
purposes, management ensures that Holding does not directly or indirectly
(through AllianceBernstein) enter into a substantial new line of business. A
"new line of business" would be any business that is not closely related to
AllianceBernstein's historical business of providing research and diversified
investment management and related services to its clients. A new line of
business is "substantial" when a partnership derives more than 15% (by value) of
its gross income from, or uses more than 15% of its total assets in, the new
line of business.
AllianceBernstein is a private partnership for federal income tax purposes and,
accordingly, is not subject to federal and state corporate income taxes.
However, AllianceBernstein is subject to the 4.0% UBT. Domestic corporate
subsidiaries of AllianceBernstein, which are subject to federal, state and local
income taxes, are generally included in the filing of a consolidated federal
income tax return with separate state and local income tax returns being filed.
Foreign corporate subsidiaries are generally subject to taxes at higher rates in
the foreign jurisdiction where they are located. As our business increasingly
operates in countries other than the U.S., our effective tax rate continues to
increase because our international subsidiaries are subject to corporate level
taxes in the jurisdictions where they are located.
In order to preserve AllianceBernstein's status as a private partnership for
federal income tax purposes, AllianceBernstein Units must not be considered
publicly traded. The AllianceBernstein Partnership Agreement provides that all
transfers of AllianceBernstein Units must be approved by AXA Equitable and the
General Partner; AXA Equitable and the General Partner approve only those
transfers permitted pursuant to one or more of the safe harbors contained in
relevant treasury regulations. If such units were considered readily tradable,
AllianceBernstein would be subject to federal and state corporate income tax on
its net income. Furthermore, as noted above, should AllianceBernstein enter into
a substantial new line of business, Holding, by virtue of its ownership of
AllianceBernstein, would lose its status as a grandfathered publicly-traded
partnership and would become subject to corporate income tax as set forth above.
In 2007, Congress proposed tax legislation that would cause certain PTPs to be
taxed as corporations, thus subjecting their income to a higher level of income
tax. Holding is a PTP that derives its income from asset manager or investment
management services through its ownership interest in AllianceBernstein.
However, the legislation, in the form proposed, would not affect Holding's tax
status. In addition, we have received consistent indications from a number of
individuals involved in the legislative process that Holding's tax status is not
the focus of the proposed legislation, and that they do not expect to change
that approach. However, we cannot predict whether, or in what form, the proposed
tax legislation will pass, and are unable to determine what effect any new
legislation might have on us. If Holding were to lose its federal tax status as
a grandfathered PTP, it would be subject to corporate income tax, which would
reduce materially its net income and quarterly distributions to Holding
Unitholders.
In its current form, the proposed legislation would not affect AllianceBernstein
because it is a private partnership.
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EXPLANATORY NOTE:
The following terms used in Item 1A - Risk Factors directly above have the
following meanings:
"AllianceBernstein" -- AllianceBernstein L.P. (Delaware limited partnership),
the operating partnership, and its subsidiaries and, where appropriate, its
predecessors, AllianceBernstein Holding and ACMC, Inc. and their respective
subsidiaries.
"AllianceBernstein Units"-- units of limited partnership interest in
AllianceBernstein.
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"General Partner" -- AllianceBernstein Corporation (Delaware corporation), the
general partner of AllianceBernstein and AllianceBernstein Holding and a
wholly-owned subsidiary of AXA Equitable, and, where appropriate, ACMC, Inc.,
its predecessor.
"Holding" -- AllianceBernstein Holding L.P. (Delaware limited partnership).
"SCB" -- Sanford C. Bernstein & Co., LLC and Sanford C. Bernstein Limited,
together, each of which is a wholly-owned subsidiary of AllianceBernstein.
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