EXHIBIT 13.1
The following is an excerpt from the Annual Report of AllianceBernstein L.P. on
Form 10-K for the fiscal year ended December 31, 2006 (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
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 result in a reduction in assets under
management. In addition, a shift towards fixed income products might 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.
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 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 not more than 60 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 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 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. Loss
of such access or referrals could have 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 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.
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.
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 when clients decide to keep their assets with us
or invest additional assets, as well as 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 CAUSE GREATER FLUCTUATIONS IN OUR REVENUES.
We sometimes charge our clients performance-based fees where we earn a
relatively low base advisory 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 15% of the
assets we manage for our institutional clients and approximately 7% of the
assets we manage for private clients. Our performance-based fees are an
increasingly important part of our business. As the percentage of our AUM
subject to performance-based fees grows, seasonality and volatility of revenue
and earnings may become more significant.
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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 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 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.
A FAILURE IN OUR OPERATIONAL SYSTEMS OR INFRASTRUCTURE, OR THOSE OF THIRD
PARTIES, COULD DISRUPT OUR OPERATIONS, DAMAGE OUR REPUTATION, AND REDUCE OUR
REVENUES.
Weaknesses or failures in our internal processes, people 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
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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 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, FINANCIAL CONDITION, RESULTS OF
OPERATIONS, 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 substantially impair our ability to maintain or
grow our business.
WE MAY NOT ALWAYS SUCCESSFULLY MANAGE 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 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 enforcement actions.
RATES WE CHARGE FOR BROKERAGE TRANSACTIONS HAVE DECLINED SIGNIFICANTLY IN RECENT
YEARS, AND WE EXPECT THOSE DECLINES TO CONTINUE, WHICH COULD HAVE AN ADVERSE
EFFECT ON OUR REVENUES.
Fee rates charged for brokerage transactions have declined significantly in
recent years and this has affected our Institutional Research Services revenues.
To date, increases in transaction volume and market share have more than offset
decreases in rates, but this may not continue. Brokerage transaction revenues
are also 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 and the provision of proprietary research. Also, regulatory
changes in the United Kingdom and the United States have resulted or 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.
THE COSTS OF INSURANCE ARE SUBSTANTIAL AND MAY INCREASE.
Our insurance expenses increased significantly between 2001 and 2004 and,
although they decreased slightly in 2005 and 2006, 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, a revised
premium-sharing arrangement with certain U.S. Funds, and, to the extent certain
U.S. Funds purchase separate directors and officers/errors and omissions
liability coverage,
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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 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 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 HIGHLY COMPETITIVE.
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. As
our global presence continues to expand, 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.
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 REVENUES, FINANCIAL CONDITION,
RESULTS OF OPERATIONS, AND BUSINESS PROSPECTS.
We are involved in various matters, including employee arbitrations,
regulatory inquiries, administrative proceedings, and litigation, some of which
allege material 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 ALLIANCEBERNSTEIN 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 ALLIANCEBERNSTEIN HOLDING AND ALLIANCEBERNSTEIN.
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The General Partner, as general partner of both AllianceBernstein 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. AllianceBernstein Holding and
AllianceBernstein unitholders have more limited voting rights on matters
affecting AllianceBernstein than do holders of common stock in a corporation.
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. 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).
FAILURE TO PROPERLY MAINTAIN THE PARTNERSHIP STRUCTURE OF ALLIANCEBERNSTEIN
HOLDING AND ALLIANCEBERNSTEIN WOULD HAVE SIGNIFICANT TAX RAMIFICATIONS.
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. AllianceBernstein Holding
is a publicly traded partnership for federal income tax purposes and is subject
to the 4.0% UBT, net of credits for UBT paid by AllianceBernstein, and a 3.5%
federal tax on partnership gross income from the active conduct of a trade or
business.
In order to preserve Holding's status as a "grandfathered" publicly traded
partnership for federal income tax purposes, management ensures that
AllianceBernstein Holding does not directly or indirectly (through
AllianceBernstein) enter into a substantial new line of business. If
AllianceBernstein Holding were to lose its status as a grandfathered publicly
traded partnership, it would be subject to corporate income tax, which would
reduce materially AllianceBernstein Holding's net income and its quarterly
distributions to AllianceBernstein Holding Unitholders.
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
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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, AllianceBernstein Holding, by virtue of its ownership of
AllianceBernstein, would lose its status as a grandfathered publicly traded
partnership and would become subject to income tax as set forth above.
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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, AllianceBernstein
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 AllianceBernstein Holding and a wholly-owned subsidiary
of AXA Equitable, and, where appropriate, ACMC, Inc., its predecessor.
"AllianceBernstein 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.