Exhibit 13.1
The following is an excerpt from the Annual Report of AllianceBernstein Holding
L.P. on Form 10-K for the fiscal year ended December 31, 2005 (the
AllianceBernstein Annual Report"). As used in Item 1A - Risk Factors below, the
words "we" and "us" refer collectively to Holding, AllianceBernstein 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 our discussion of
risks associated with 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
COULD HAVE 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, interest rates, inflation rates, tax regulation changes,
and other factors that are difficult to predict affect the mix, market values,
and levels 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 cause a shift in the mix of assets under
management. A shift towards fixed income products might result in a related
decline in revenues and income because we generally earn more from assets
invested in our equity services than in our fixed income services.
Declines in financial markets or higher redemption levels in our mutual
funds, or both, as compared to the assumptions we have used to estimate
undiscounted future cash flows from distribution plan fees, as described IN ITEM
7, could result in impairment of the deferred sales commission asset. Due to the
volatility of financial markets and changes in redemption rates, we are unable
to predict whether or when a future
impairment of the deferred sales commission asset might occur. The occurrence of
an impairment would result in a material charge to our earnings.
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 advisory and
investment management agreements 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 advisory and investment
management agreements 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 not more than sixty days) and do not
obligate the financial intermediary to sell any specific amount of fund shares.
Any termination of, or failure to renew, a significant number of these
agreements could have a material adverse effect on our revenues, financial
condition, results of operations, and business prospects.
OUR ABILITY TO ACCESS CLIENTS 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 mutual funds, sub-advisory services, and
investment services is partly dependent on our access to a client base of
corporate and public employee pension funds, endowment funds, domestic and
foreign institutions and governments, insurance companies, securities firms,
brokers, banks, and other intermediaries. These intermediaries generally offer
their clients various 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 we are not
always considered among the best choices by all 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. If
we lose such access or referrals, we could suffer a material adverse effect on
our revenues, financial condition, results of operations, and business
prospects.
WE MAY BE UNABLE TO CONTINUE TO ATTRACT AND RETAIN KEY PERSONNEL.
Our business is dependent on our ability to attract, retain, and motivate
highly skilled, and often highly specialized, technical, managerial, and
executive personnel; we can give no assurance that we will be able to do so.
The market for qualified portfolio managers, investment analysts, financial
advisers, order placement specialists, 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.
POOR INVESTMENT PERFORMANCE 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 in a client's decision to keep their assets with
us or invest additional assets, and a prospective client's decision to invest.
Our inability to meet 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.
WE MAY ENTER INTO MORE PERFORMANCE-BASED FEE ARRANGEMENTS WITH OUR CLIENTS IN
THE FUTURE, WHICH COULD RESULT IN GREATER FLUCTUATIONS IN OUR REVENUES.
We sometimes charge our clients performance-based fees where we earn a
relatively low base fee and an additional fee if our investment performance
exceeds a specified benchmark. If we do not exceed our investment return target
for a particular period, we will not earn a performance-based fee for that
period and, if the target is based on cumulative returns, our ability to earn
performance-based fees in future periods may be impaired.
We currently charge performance-based fees on approximately 16% of the
assets we manage for our institutional investors and approximately 5% of the
assets we manage for private clients. Performance-based fee arrangements may
become more common in our industry. An increase in performance-based fee
arrangements could create greater fluctuations in our revenues.
UNPREDICTABLE EVENTS, INCLUDING NATURAL DISASTER, TECHNOLOGY FAILURE, AND
TERRORIST ATTACK, COULD ADVERSELY IMPACT 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 interrupting our operations, adversely affect
our revenues, financial condition, results of operations, and business
prospects.
WE ARE DEPENDENT 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 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.
THE COSTS OF INSURANCE INCREASED IN RECENT YEARS AND MAY CONTINUE TO INCREASE.
Our insurance expenses increased significantly between 2001 and 2004 and,
although they decreased slightly in 2005, 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 the assumption of higher deductibles
and/or co-insurance liability. Higher insurance costs and incurred deductibles
reduce our net income.
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 AND CAN
HAVE A MATERIAL ADVERSE EFFECT ON OUR REVENUES, RESULTS OF OPERATIONS, FINANCIAL
CONDITION, AND BUSINESS PROSPECTS.
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 impair our ability to conduct our business. For
example, only recently have we begun to see our U.S. retail business stabilize
after the negative impact of market timing. Should we be involved with another
matter that damages our reputation and causes clients to redeem their mutual
fund investments or withdraw their assets from institutional and private client
accounts, our ability to earn investment advisory and services fees would
suffer.
RATES WE CHARGE FOR BROKERAGE TRANSACTIONS HAVE DECLINED SIGNIFICANTLY IN RECENT
YEARS, AND WE EXPECT DECLINES TO CONTINUE, WHICH COULD HAVE AN ADVERSE EFFECT ON
OUR REVENUES.
The rates charged for brokerage transactions have declined significantly in
recent years and this has affected our Institutional Research Services revenues
although, to date, increases in transaction volume and market share have more
than offset decreases in rates. Brokerage transaction revenues are also being
affected by the increasing use of electronic trading systems which charge
transaction fees for execution-only services that are a small fraction of the
full service fee rates traditionally charged by SCB and other brokers for
brokerage services that include the provision of proprietary research. Also,
regulatory changes in the United Kingdom and the United States will result in
investors being given more information regarding the allocation of amounts they
are paying for brokerage between execution services and research services and
this may further reduce the willingness of investors to pay current rates for
full-service brokerage. All of these factors may result in reductions in per
transaction brokerage fees that SCB charges its clients; we expect these
reductions to continue.
OUR BUSINESS IS SUBJECT TO PERVASIVE GLOBAL REGULATION, WITH THE ATTENDANT COSTS
OF COMPLIANCE, AND POTENTIAL MATERIAL ADVERSE CONSEQUENCES FOR VIOLATIONS.
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. 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 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 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 must
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.
WE ARE INVOLVED IN VARIOUS LEGAL PROCEEDINGS AND REGULATORY MATTERS AND MAY BE
INVOLVED IN MORE 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 inquiries, administrative proceedings, and civil
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 all pending material legal proceedings IN ITEM 3.
RISKS RELATED TO THE PARTNERSHIPS' STRUCTURE
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. Unlike holders of common stock in a
corporation, Holding and AllianceBernstein unitholders have very limited voting
rights on matters affecting AllianceBernstein's business. The respective 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 for AllianceBernstein
Units. 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
Internal Revenue Code of 1986, as amended, 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 filed the transfer program
with the SEC as Exhibit 10.3 to our 2003 Form 10-K, a copy of which you can find
at http://www.alliancebernstein.com.
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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
formerly known as Alliance Capital Management L.P.), the operating partnership,
and its subsidiaries and, where appropriate, its predecessors, Holding and ACMC,
Inc. and their respective subsidiaries.
"ALLIANCEBERNSTEIN UNITS"-- units of limited partnership interest in
AllianceBernstein.
"GENERAL PARTNER"-- AllianceBernstein Corporation (a Delaware corporation
formerly known as Alliance Capital Management Corporation), the general partner
of AllianceBernstein and Holding and a wholly-owned subsidiary of AXA Equitable,
and, where appropriate, ACMC, Inc., its predecessor.
"HOLDING" -- AllianceBernstein Holding L.P. (Delaware limited partnership
formerly known as Alliance Capital Management Holding L.P.).
"SCB" -- Sanford C. Bernstein & Co., LLC and Sanford C. Bernstein Limited,
together.