|
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
|
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)
|
Title of Class
|
|
Name of each exchange on which registered
|
units representing assignments of beneficial ownership of limited partnership interests
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
Glossary of Certain Defined Terms
|
ii
|
|
|
|
|
Part I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Part II
|
|
|
Item 5.
|
||
Item 6.
|
||
|
||
|
||
Item 7.
|
||
|
||
|
||
|
||
Item 7A.
|
||
|
||
|
||
Item 8.
|
||
|
||
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
Part III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
Part IV
|
|
|
Item 15.
|
||
Item 16.
|
||
•
|
Actively-managed equity strategies, with global and regional portfolios across capitalization ranges, concentration ranges and investment strategies, including value, growth and core equities;
|
•
|
Actively-managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies;
|
•
|
Passive management, including index and enhanced index strategies;
|
•
|
Alternative investments, including hedge funds, fund of funds and private equity (
e.g.,
direct lending); and
|
•
|
Multi-asset solutions and services, including dynamic asset allocation, customized target-date funds and target-risk funds.
|
|
December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in millions)
|
|
|
|
|
||||||||||||
Equity Actively Managed:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
9,629
|
|
|
$
|
10,521
|
|
|
$
|
8,792
|
|
|
(8.5
|
)%
|
|
19.7
|
%
|
Global & Non-US
|
23,335
|
|
|
22,577
|
|
|
18,215
|
|
|
3.4
|
|
|
23.9
|
|
|||
Total
|
32,964
|
|
|
33,098
|
|
|
27,007
|
|
|
(0.4
|
)
|
|
22.6
|
|
|||
Equity Passively Managed
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
17,481
|
|
|
18,515
|
|
|
16,135
|
|
|
(5.6
|
)
|
|
14.8
|
|
|||
Global & Non-US
|
3,174
|
|
|
3,521
|
|
|
3,467
|
|
|
(9.9
|
)
|
|
1.6
|
|
|||
Total
|
20,655
|
|
|
22,036
|
|
|
19,602
|
|
|
(6.3
|
)
|
|
12.4
|
|
|||
Total Equity
|
53,619
|
|
|
55,134
|
|
|
46,609
|
|
|
(2.7
|
)
|
|
18.3
|
|
|||
Fixed Income Taxable:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
96,913
|
|
|
103,073
|
|
|
97,610
|
|
|
(6.0
|
)
|
|
5.6
|
|
|||
Global & Non-US
|
51,156
|
|
|
60,233
|
|
|
52,598
|
|
|
(15.1
|
)
|
|
14.5
|
|
|||
Total
|
148,069
|
|
|
163,306
|
|
|
150,208
|
|
|
(9.3
|
)
|
|
8.7
|
|
|||
Fixed Income Tax-Exempt:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
1,046
|
|
|
1,051
|
|
|
1,819
|
|
|
(0.5
|
)
|
|
(42.2
|
)
|
|||
Global & Non-US
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
1,046
|
|
|
1,051
|
|
|
1,819
|
|
|
(0.5
|
)
|
|
(42.2
|
)
|
|||
Fixed Income Passively Managed
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
73
|
|
|
66
|
|
|
1,305
|
|
|
10.6
|
|
|
(94.9
|
)
|
|||
Global & Non-US
|
15
|
|
|
20
|
|
|
15
|
|
|
(25.0
|
)
|
|
33.3
|
|
|||
Total
|
88
|
|
|
86
|
|
|
1,320
|
|
|
2.3
|
|
|
(93.5
|
)
|
|||
Total Fixed Income
|
149,203
|
|
|
164,443
|
|
|
153,347
|
|
|
(9.3
|
)
|
|
7.2
|
|
|||
Other
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
5,024
|
|
|
5,258
|
|
|
3,831
|
|
|
(4.5
|
)
|
|
37.2
|
|
|||
Global & Non-US
|
38,433
|
|
|
44,442
|
|
|
35,477
|
|
|
(13.5
|
)
|
|
25.3
|
|
|||
Total
|
43,457
|
|
|
49,700
|
|
|
39,308
|
|
|
(12.6
|
)
|
|
26.4
|
|
|||
Total:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
130,166
|
|
|
138,484
|
|
|
129,492
|
|
|
(6.0
|
)
|
|
6.9
|
|
|||
Global & Non-US
|
116,113
|
|
|
130,793
|
|
|
109,772
|
|
|
(11.2
|
)
|
|
19.1
|
|
|||
Total
|
$
|
246,279
|
|
|
$
|
269,277
|
|
|
$
|
239,264
|
|
|
(8.5
|
)
|
|
12.5
|
|
Affiliated
|
$
|
90,395
|
|
|
$
|
91,903
|
|
|
$
|
82,721
|
|
|
(1.6
|
)
|
|
11.1
|
|
Non-affiliated
|
155,884
|
|
|
177,374
|
|
|
156,543
|
|
|
(12.1
|
)
|
|
13.3
|
|
|||
Total
|
$
|
246,279
|
|
|
$
|
269,277
|
|
|
$
|
239,264
|
|
|
(8.5
|
)
|
|
12.5
|
|
(1)
|
Includes index and enhanced index services.
|
(2)
|
Includes certain multi-asset solutions and services and certain alternative investments.
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||||
Equity Actively Managed:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
60,465
|
|
|
$
|
53,352
|
|
|
$
|
49,369
|
|
|
13.3
|
%
|
|
8.1
|
%
|
Global & Non-US
|
103,763
|
|
|
88,676
|
|
|
75,815
|
|
|
17.0
|
|
|
17.0
|
|
|||
Total
|
164,228
|
|
|
142,028
|
|
|
125,184
|
|
|
15.6
|
|
|
13.5
|
|
|||
Equity Passively Managed
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
3,713
|
|
|
3,721
|
|
|
2,964
|
|
|
(0.2
|
)
|
|
25.5
|
|
|||
Global & Non-US
|
1,880
|
|
|
1,882
|
|
|
2,345
|
|
|
(0.1
|
)
|
|
(19.7
|
)
|
|||
Total
|
5,593
|
|
|
5,603
|
|
|
5,309
|
|
|
(0.2
|
)
|
|
5.5
|
|
|||
Total Equity
|
169,821
|
|
|
147,631
|
|
|
130,493
|
|
|
15.0
|
|
|
13.1
|
|
|||
Fixed Income Taxable:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
102,356
|
|
|
107,262
|
|
|
101,874
|
|
|
(4.6
|
)
|
|
5.3
|
|
|||
Global & Non-US
|
106,314
|
|
|
112,294
|
|
|
111,602
|
|
|
(5.3
|
)
|
|
0.6
|
|
|||
Total
|
208,670
|
|
|
219,556
|
|
|
213,476
|
|
|
(5.0
|
)
|
|
2.8
|
|
|||
Fixed Income Tax-Exempt:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
1,217
|
|
|
1,989
|
|
|
2,591
|
|
|
(38.8
|
)
|
|
(23.2
|
)
|
|||
Global & Non-US
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
1,217
|
|
|
1,989
|
|
|
2,591
|
|
|
(38.8
|
)
|
|
(23.2
|
)
|
|||
Fixed Income Passively Managed
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
49
|
|
|
202
|
|
|
322
|
|
|
(75.7
|
)
|
|
(37.3
|
)
|
|||
Global & Non-US
|
28
|
|
|
16
|
|
|
1
|
|
|
75.0
|
|
|
1,500.0
|
|
|||
Total
|
77
|
|
|
218
|
|
|
323
|
|
|
(64.7
|
)
|
|
(32.5
|
)
|
|||
Fixed Income Servicing
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
12,708
|
|
|
13,597
|
|
|
12,718
|
|
|
(6.5
|
)
|
|
6.9
|
|
|||
Global & Non-US
|
—
|
|
|
(14
|
)
|
|
1,530
|
|
|
(100.0
|
)
|
|
(100.9
|
)
|
|||
Total
|
12,708
|
|
|
13,583
|
|
|
14,248
|
|
|
(6.4
|
)
|
|
(4.7
|
)
|
|||
Total Fixed Income
|
222,672
|
|
|
235,346
|
|
|
230,638
|
|
|
(5.4
|
)
|
|
2.0
|
|
|||
Other
(3)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
52,131
|
|
|
63,192
|
|
|
34,577
|
|
|
(17.5
|
)
|
|
82.8
|
|
|||
Global & Non-US
|
33,530
|
|
|
38,153
|
|
|
25,162
|
|
|
(12.1
|
)
|
|
51.6
|
|
|||
Total
|
85,661
|
|
|
101,345
|
|
|
59,739
|
|
|
(15.5
|
)
|
|
69.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Total Investment Advisory and Services Fees:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
232,639
|
|
|
243,315
|
|
|
204,415
|
|
|
(4.4
|
)
|
|
19.0
|
|
|||
Global & Non-US
|
245,515
|
|
|
241,007
|
|
|
216,455
|
|
|
1.9
|
|
|
11.3
|
|
|||
Consolidated company-sponsored investment funds
|
(372
|
)
|
|
(8,717
|
)
|
|
27
|
|
|
n/m
|
|
|
n/m
|
|
|||
|
477,782
|
|
|
475,605
|
|
|
420,897
|
|
|
0.5
|
|
|
13.0
|
|
|||
Distribution Revenues
|
757
|
|
|
1,047
|
|
|
684
|
|
|
(27.7
|
)
|
|
53.1
|
|
|||
Shareholder Servicing Fees
|
529
|
|
|
488
|
|
|
479
|
|
|
8.4
|
|
|
1.9
|
|
|||
Total
|
$
|
479,068
|
|
|
$
|
477,140
|
|
|
$
|
422,060
|
|
|
0.4
|
|
|
13.1
|
|
Affiliated
|
$
|
130,766
|
|
|
$
|
120,925
|
|
|
$
|
116,392
|
|
|
8.1
|
|
|
3.9
|
|
Non-affiliated
|
348,302
|
|
|
356,215
|
|
|
305,668
|
|
|
(2.2
|
)
|
|
16.5
|
|
|||
Total
|
$
|
479,068
|
|
|
$
|
477,140
|
|
|
$
|
422,060
|
|
|
0.4
|
|
|
13.1
|
|
(1)
|
Includes index and enhanced index services.
|
(2)
|
Fixed Income Servicing includes advisory-related services fees that are not based on AUM, including derivative transaction fees, capital purchase program-related advisory services and other fixed income advisory services.
|
(3)
|
Includes certain multi-asset solutions and services and certain alternative services.
|
|
December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in millions)
|
|
|
|
|
||||||||||||
Equity Actively Managed:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
41,450
|
|
|
$
|
37,720
|
|
|
$
|
31,717
|
|
|
9.9
|
%
|
|
18.9
|
%
|
Global & Non-US
|
19,475
|
|
|
20,274
|
|
|
12,514
|
|
|
(3.9
|
)
|
|
62.0
|
|
|||
Total
|
60,925
|
|
|
57,994
|
|
|
44,231
|
|
|
5.1
|
|
|
31.1
|
|
|||
Equity Passively Managed
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
22,658
|
|
|
23,294
|
|
|
20,997
|
|
|
(2.7
|
)
|
|
10.9
|
|
|||
Global & Non-US
|
6,697
|
|
|
8,758
|
|
|
7,025
|
|
|
(23.5
|
)
|
|
24.7
|
|
|||
Total
|
29,355
|
|
|
32,052
|
|
|
28,022
|
|
|
(8.4
|
)
|
|
14.4
|
|
|||
Total Equity
|
90,280
|
|
|
90,046
|
|
|
72,253
|
|
|
0.3
|
|
|
24.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Income Taxable:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
7,029
|
|
|
7,699
|
|
|
6,175
|
|
|
(8.7
|
)
|
|
24.7
|
|
|||
Global & Non-US
|
53,413
|
|
|
65,963
|
|
|
54,328
|
|
|
(19.0
|
)
|
|
21.4
|
|
|||
Total
|
60,442
|
|
|
73,662
|
|
|
60,503
|
|
|
(17.9
|
)
|
|
21.7
|
|
|||
Fixed Income Tax-Exempt:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
16,403
|
|
|
15,654
|
|
|
13,579
|
|
|
4.8
|
|
|
15.3
|
|
|||
Global & Non-US
|
42
|
|
|
53
|
|
|
10
|
|
|
(20.8
|
)
|
|
430.0
|
|
|||
Total
|
16,445
|
|
|
15,707
|
|
|
13,589
|
|
|
4.7
|
|
|
15.6
|
|
|||
Fixed Income Passively Managed
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
4,965
|
|
|
5,173
|
|
|
5,216
|
|
|
(4.0
|
)
|
|
(0.8
|
)
|
|||
Global & Non-US
|
3,964
|
|
|
4,250
|
|
|
4,041
|
|
|
(6.7
|
)
|
|
5.2
|
|
|||
Total
|
8,929
|
|
|
9,423
|
|
|
9,257
|
|
|
(5.2
|
)
|
|
1.8
|
|
|||
Total Fixed Income
|
85,816
|
|
|
98,792
|
|
|
83,349
|
|
|
(13.1
|
)
|
|
18.5
|
|
|||
Other
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
2,476
|
|
|
2,799
|
|
|
3,229
|
|
|
(11.5
|
)
|
|
(13.3
|
)
|
|||
Global & Non-US
|
2,197
|
|
|
1,311
|
|
|
1,339
|
|
|
67.6
|
|
|
(2.1
|
)
|
|||
Total
|
4,673
|
|
|
4,110
|
|
|
4,568
|
|
|
13.7
|
|
|
(10.0
|
)
|
|||
Total:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
94,981
|
|
|
92,339
|
|
|
80,913
|
|
|
2.9
|
|
|
14.1
|
|
|||
Global & Non-US
|
85,788
|
|
|
100,609
|
|
|
79,257
|
|
|
(14.7
|
)
|
|
26.9
|
|
|||
Total
|
$
|
180,769
|
|
|
$
|
192,948
|
|
|
$
|
160,170
|
|
|
(6.3
|
)
|
|
20.5
|
|
Affiliated
|
$
|
34,677
|
|
|
$
|
36,965
|
|
|
$
|
33,774
|
|
|
(6.2
|
)
|
|
9.4
|
|
Non-affiliated
|
146,092
|
|
|
155,983
|
|
|
126,396
|
|
|
(6.3
|
)
|
|
23.4
|
|
|||
Total
|
$
|
180,769
|
|
|
$
|
192,948
|
|
|
$
|
160,170
|
|
|
(6.3
|
)
|
|
20.5
|
|
(1)
|
Includes index and enhanced index services.
|
(2)
|
Includes certain multi-asset solutions and services and certain alternative investments.
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||||
Equity Actively Managed:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
235,611
|
|
|
$
|
204,363
|
|
|
$
|
186,442
|
|
|
15.3
|
%
|
|
9.6
|
%
|
Global & Non-US
|
149,995
|
|
|
114,277
|
|
|
92,953
|
|
|
31.3
|
|
|
22.9
|
|
|||
Total
|
385,606
|
|
|
318,640
|
|
|
279,395
|
|
|
21.0
|
|
|
14.0
|
|
|||
Equity Passively Managed
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
8,901
|
|
|
8,508
|
|
|
7,670
|
|
|
4.6
|
|
|
10.9
|
|
|||
Global & Non-US
|
7,861
|
|
|
6,636
|
|
|
5,267
|
|
|
18.5
|
|
|
26.0
|
|
|||
Total
|
16,762
|
|
|
15,144
|
|
|
12,937
|
|
|
10.7
|
|
|
17.1
|
|
|||
Total Equity
|
402,368
|
|
|
333,784
|
|
|
292,332
|
|
|
20.5
|
|
|
14.2
|
|
|||
Fixed Income Taxable:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
25,194
|
|
|
23,142
|
|
|
16,993
|
|
|
8.9
|
|
|
36.2
|
|
|||
Global & Non-US
|
438,048
|
|
|
454,613
|
|
|
373,997
|
|
|
(3.6
|
)
|
|
21.6
|
|
|||
Total
|
463,242
|
|
|
477,755
|
|
|
390,990
|
|
|
(3.0
|
)
|
|
22.2
|
|
|||
Fixed Income Tax-Exempt:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
58,824
|
|
|
54,106
|
|
|
52,847
|
|
|
8.7
|
|
|
2.4
|
|
|||
Global & Non-US
|
132
|
|
|
120
|
|
|
63
|
|
|
10.0
|
|
|
90.5
|
|
|||
Total
|
58,956
|
|
|
54,226
|
|
|
52,910
|
|
|
8.7
|
|
|
2.5
|
|
|||
Fixed Income Passively Managed
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
6,086
|
|
|
6,055
|
|
|
6,105
|
|
|
0.5
|
|
|
(0.8
|
)
|
|||
Global & Non-US
|
6,809
|
|
|
7,567
|
|
|
7,815
|
|
|
(10.0
|
)
|
|
(3.2
|
)
|
|||
Total
|
12,895
|
|
|
13,622
|
|
|
13,920
|
|
|
(5.3
|
)
|
|
(2.1
|
)
|
|||
Total Fixed Income
|
535,093
|
|
|
545,603
|
|
|
457,820
|
|
|
(1.9
|
)
|
|
19.2
|
|
|||
Other
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
63,232
|
|
|
59,751
|
|
|
52,025
|
|
|
5.8
|
|
|
14.9
|
|
|||
Global & Non-US
|
8,575
|
|
|
6,583
|
|
|
6,672
|
|
|
30.3
|
|
|
(1.3
|
)
|
|||
Total
|
71,807
|
|
|
66,334
|
|
|
58,697
|
|
|
8.3
|
|
|
13.0
|
|
|||
Total Investment Advisory and Services Fees:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
397,848
|
|
|
355,925
|
|
|
322,082
|
|
|
11.8
|
|
|
10.5
|
|
|||
Global & Non-US
|
611,420
|
|
|
589,796
|
|
|
486,767
|
|
|
3.7
|
|
|
21.2
|
|
|||
Consolidated company-sponsored investment funds
|
1,047
|
|
|
1,005
|
|
|
105
|
|
|
4.2
|
|
|
857.1
|
|
|||
|
1,010,315
|
|
|
946,726
|
|
|
808,954
|
|
|
6.7
|
|
|
17.0
|
|
|||
Distribution Revenues
|
411,996
|
|
|
405,939
|
|
|
379,881
|
|
|
1.5
|
|
|
6.9
|
|
|||
Shareholder Servicing Fees
|
72,134
|
|
|
71,225
|
|
|
73,072
|
|
|
1.3
|
|
|
(2.5
|
)
|
|||
Total
|
$
|
1,494,445
|
|
|
$
|
1,423,890
|
|
|
$
|
1,261,907
|
|
|
5.0
|
|
|
12.8
|
|
Affiliated
|
$
|
52,760
|
|
|
$
|
50,162
|
|
|
$
|
46,045
|
|
|
5.2
|
|
|
8.9
|
|
Non-affiliated
|
1,441,685
|
|
|
1,373,728
|
|
|
1,215,862
|
|
|
4.9
|
|
|
13.0
|
|
|||
Total
|
$
|
1,494,445
|
|
|
$
|
1,423,890
|
|
|
$
|
1,261,907
|
|
|
5.0
|
|
|
12.8
|
|
(1)
|
Includes index and enhanced index services.
|
(2)
|
Includes certain multi-asset solutions and services and certain alternative investments.
|
|
December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in millions)
|
|
|
|
|
||||||||||||
Equity Actively Managed:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
22,504
|
|
|
$
|
26,492
|
|
|
$
|
23,857
|
|
|
(15.1
|
)%
|
|
11.0
|
%
|
Global & Non-US
|
19,809
|
|
|
21,880
|
|
|
16,851
|
|
|
(9.5
|
)
|
|
29.8
|
|
|||
Total
|
42,313
|
|
|
48,372
|
|
|
40,708
|
|
|
(12.5
|
)
|
|
18.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Equity Passively Managed
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
113
|
|
|
130
|
|
|
193
|
|
|
(13.1
|
)
|
|
(32.6
|
)
|
|||
Global & Non-US
|
42
|
|
|
51
|
|
|
208
|
|
|
(17.6
|
)
|
|
(75.5
|
)
|
|||
Total
|
155
|
|
|
181
|
|
|
401
|
|
|
(14.4
|
)
|
|
(54.9
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Total Equity
|
42,468
|
|
|
48,553
|
|
|
41,109
|
|
|
(12.5
|
)
|
|
18.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Income Taxable:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
7,022
|
|
|
6,772
|
|
|
6,674
|
|
|
3.7
|
|
|
1.5
|
|
|||
Global & Non-US
|
4,154
|
|
|
4,141
|
|
|
3,528
|
|
|
0.3
|
|
|
17.4
|
|
|||
Total
|
11,176
|
|
|
10,913
|
|
|
10,202
|
|
|
2.4
|
|
|
7.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Income Tax-Exempt:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
24,129
|
|
|
23,636
|
|
|
21,501
|
|
|
2.1
|
|
|
9.9
|
|
|||
Global & Non-US
|
15
|
|
|
18
|
|
|
3
|
|
|
(16.7
|
)
|
|
500.0
|
|
|||
Total
|
24,144
|
|
|
23,654
|
|
|
21,504
|
|
|
2.1
|
|
|
10.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Income Passively Managed
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
11
|
|
|
—
|
|
|
18
|
|
|
100.0
|
|
|
(100.0
|
)
|
|||
Global & Non-US
|
404
|
|
|
401
|
|
|
468
|
|
|
0.7
|
|
|
(14.3
|
)
|
|||
Total
|
415
|
|
|
401
|
|
|
486
|
|
|
3.5
|
|
|
(17.5
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Total Fixed Income
|
35,735
|
|
|
34,968
|
|
|
32,192
|
|
|
2.2
|
|
|
8.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Other
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
5,762
|
|
|
3,606
|
|
|
2,650
|
|
|
59.8
|
|
|
36.1
|
|
|||
Global & Non-US
|
5,340
|
|
|
5,139
|
|
|
4,816
|
|
|
3.9
|
|
|
6.7
|
|
|||
Total
|
11,102
|
|
|
8,745
|
|
|
7,466
|
|
|
27.0
|
|
|
17.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Total:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
59,541
|
|
|
60,636
|
|
|
54,893
|
|
|
(1.8
|
)
|
|
10.5
|
|
|||
Global & Non-US
|
29,764
|
|
|
31,630
|
|
|
25,874
|
|
|
(5.9
|
)
|
|
22.2
|
|
|||
Total
|
$
|
89,305
|
|
|
$
|
92,266
|
|
|
$
|
80,767
|
|
|
(3.2
|
)
|
|
14.2
|
|
(1)
|
Includes index and enhanced index services.
|
(2)
|
Includes certain multi-asset solutions and services and certain alternative investments.
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||||
Equity Actively Managed:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
274,320
|
|
|
$
|
272,577
|
|
|
$
|
255,902
|
|
|
0.6
|
%
|
|
6.5
|
%
|
Global & Non-US
|
240,332
|
|
|
212,021
|
|
|
176,169
|
|
|
13.4
|
|
|
20.4
|
|
|||
Total
|
514,652
|
|
|
484,598
|
|
|
432,071
|
|
|
6.2
|
|
|
12.2
|
|
|||
Equity Passively Managed
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
117
|
|
|
206
|
|
|
423
|
|
|
(43.2
|
)
|
|
(51.3
|
)
|
|||
Global & Non-US
|
254
|
|
|
510
|
|
|
1,053
|
|
|
(50.2
|
)
|
|
(51.6
|
)
|
|||
Total
|
371
|
|
|
716
|
|
|
1,476
|
|
|
(48.2
|
)
|
|
(51.5
|
)
|
|||
Total Equity
|
515,023
|
|
|
485,314
|
|
|
433,547
|
|
|
6.1
|
|
|
11.9
|
|
|||
Fixed Income Taxable:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
33,034
|
|
|
34,173
|
|
|
35,756
|
|
|
(3.3
|
)
|
|
(4.4
|
)
|
|||
Global & Non-US
|
28,358
|
|
|
26,425
|
|
|
23,384
|
|
|
7.3
|
|
|
13.0
|
|
|||
Total
|
61,392
|
|
|
60,598
|
|
|
59,140
|
|
|
1.3
|
|
|
2.5
|
|
|||
Fixed Income Tax-Exempt:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
118,811
|
|
|
114,974
|
|
|
111,304
|
|
|
3.3
|
|
|
3.3
|
|
|||
Global & Non-US
|
109
|
|
|
88
|
|
|
31
|
|
|
23.9
|
|
|
183.9
|
|
|||
Total
|
118,920
|
|
|
115,062
|
|
|
111,335
|
|
|
3.4
|
|
|
3.3
|
|
|||
Fixed Income Passively Managed
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
156
|
|
|
58
|
|
|
38
|
|
|
169.0
|
|
|
52.6
|
|
|||
Global & Non-US
|
5,312
|
|
|
4,059
|
|
|
3,336
|
|
|
30.9
|
|
|
21.7
|
|
|||
Total
|
5,468
|
|
|
4,117
|
|
|
3,374
|
|
|
32.8
|
|
|
22.0
|
|
|||
Total Fixed Income
|
185,780
|
|
|
179,777
|
|
|
173,849
|
|
|
3.3
|
|
|
3.4
|
|
|||
Other
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
122,686
|
|
|
67,019
|
|
|
41,595
|
|
|
83.1
|
|
|
61.1
|
|
|||
Global & Non-US
|
51,839
|
|
|
49,365
|
|
|
54,629
|
|
|
5.0
|
|
|
(9.6
|
)
|
|||
Total
|
174,525
|
|
|
116,384
|
|
|
96,224
|
|
|
50.0
|
|
|
21.0
|
|
|||
Total Investment Advisory and Services Fees:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
549,124
|
|
|
489,007
|
|
|
445,018
|
|
|
12.3
|
|
|
9.9
|
|
|||
Global & Non-US
|
326,204
|
|
|
292,468
|
|
|
258,602
|
|
|
11.5
|
|
|
13.1
|
|
|||
Consolidated company-sponsored investment funds
|
(1,214
|
)
|
|
(2,501
|
)
|
|
—
|
|
|
n/m
|
|
|
n/m
|
|
|||
Total
|
874,114
|
|
|
778,974
|
|
|
703,620
|
|
|
12.2
|
|
|
10.7
|
|
|||
Distribution Revenues
|
5,809
|
|
|
5,077
|
|
|
3,840
|
|
|
14.4
|
|
|
32.2
|
|
|||
Shareholder Servicing Fees
|
3,311
|
|
|
3,311
|
|
|
4,139
|
|
|
—
|
|
|
(20.0
|
)
|
|||
Total
|
$
|
883,234
|
|
|
$
|
787,362
|
|
|
$
|
711,599
|
|
|
12.2
|
|
|
10.6
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in thousands)
|
|
|
|
|
|
|
||||||||||
Bernstein Research Services
|
$
|
439,432
|
|
|
$
|
449,919
|
|
|
$
|
479,875
|
|
|
(2.3
|
)%
|
|
(6.2
|
)%
|
•
|
our investment performance for clients;
|
•
|
our commitment to place the interests of our clients first;
|
•
|
the quality of our research;
|
•
|
our ability to attract, motivate and retain highly skilled, and often highly specialized, personnel;
|
•
|
the array of investment products we offer;
|
•
|
the fees we charge;
|
•
|
Morningstar/Lipper rankings for the AB Funds;
|
•
|
our ability to sell our actively-managed investment services despite the fact that many investors favor passive services;
|
•
|
our operational effectiveness;
|
•
|
our ability to further develop and market our brand; and
|
•
|
our global presence.
|
•
|
Market Factors
. Global equity markets were quite strong throughout 2018 before finishing the year dramatically lower. Markets sold off in the fourth quarter due to investor concerns over rising U.S. interest rates, a slowdown in European business confidence, weaker Chinese growth and rising geopolitical uncertainty, including Brexit implementation and ongoing trade tensions between the U.S. and China. Global fixed income markets were mixed for the year, with higher returns for less-risky government bonds and negative credit market returns. In the U.S., while tax cuts enacted at the end of 2017 helped spur growth and corporate earnings in 2018, the benefit is unlikely to continue in 2019, and investors are focused on the length of the economic cycle. The U.S. Federal Reserve announced its fourth interest rate increase in December, as expected, but revised its guidance on the number of rate increases in 2019 from three to two. Oil prices fell sharply in the fourth quarter which, when combined with higher U.S. interest rates and slowing growth, could impact the economies of some emerging markets. In Europe, the Central Bank ended its quantitative easing program in December despite the slowdown in growth, and ongoing uncertainty around Brexit negotiations weighed on business and consumer confidence in the U.K. In China, monetary policy is easing in response to slowing growth and U.S. trade tariff headwinds. These factors, and the market volatility they cause, may adversely affect our AUM and revenues.
|
•
|
Client Preferences
. Generally, our clients may withdraw their assets at any time and on short notice. Also, changing market dynamics and investment trends, particularly with respect to sponsors of defined benefit plans choosing to invest in less risky investments and the ongoing shift to lower-fee passive services described below, may continue to reduce interest in some of the investment products we offer, and/or clients and prospects may continue to seek investment products that we may not currently offer. Loss of, or decreases in, AUM reduces our investment advisory and services fees and revenues.
|
•
|
Our Investment Performance
. Our ability to achieve investment returns for clients that meet or exceed investment returns for comparable asset classes and competing investment services is a key consideration when clients decide to keep their assets with us or invest additional assets, and when a prospective client is deciding whether to invest with us. Poor investment performance, both in absolute terms and/or relative to peers and stated benchmarks, may result in clients withdrawing assets and prospective clients choosing to invest with competitors.
|
•
|
Investing Trends
. Our fee rates can vary significantly among the various investment products and services we offer to our clients (
see “Net Revenues” in Item 7
for additional information regarding our fee rates); our fee realization rate fluctuates as clients shift assets between accounts or products with different fee structures.
|
•
|
Service Changes
. We may be required to reduce our fee levels, restructure the fees we charge and/or adjust the services we offer to our clients because of, among other things, regulatory initiatives (whether industry-wide or specifically targeted), changing technology in the asset management business (including algorithmic strategies and emerging financial technology), court decisions and competitive considerations. A reduction in fee levels would reduce our revenues.
|
•
|
adverse effects on our earnings if acquired intangible assets or goodwill become impaired;
|
•
|
existence of unknown liabilities or contingencies that arise after closing;
|
•
|
potential disputes with counterparties; and
|
•
|
potential dilution to our existing unitholders, if we fund the purchase price of a transaction with AB Units or AB Holding Units.
|
•
|
causing disruptions in global economic conditions, thereby decreasing investor confidence and making investment products generally less attractive;
|
•
|
inflicting loss of life;
|
•
|
triggering large-scale technology failures or delays;
|
•
|
breaching our information and cyber security infrastructure; and
|
•
|
requiring substantial capital expenditures and operating expenses to remediate damage and restore operations.
|
|
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
|
|
|
|
|
|
|
|
|||||
10/1/18-10/31/18
(1)(2)
|
632,466
|
|
|
$
|
29.59
|
|
|
—
|
|
|
—
|
|
11/1/18-11/30/18
(1)(2)
|
881,840
|
|
|
29.56
|
|
|
—
|
|
|
—
|
|
|
12/1/18-12/31/18
(1)(2)
|
4,973,748
|
|
|
28.16
|
|
|
—
|
|
|
—
|
|
|
Total
|
6,488,054
|
|
|
$
|
28.49
|
|
|
—
|
|
|
—
|
|
(1)
|
During the fourth quarter of
2018
, we purchased 2,781,168 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 the fourth quarter of 2018, we purchased 3,706,886 AB Holding Units on the open market pursuant to a Rule 10b5-1 plan to help fund anticipated obligations under our incentive compensation award program.
|
|
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
|
|
|
|
|
|
|
|
|||||
10/1/18-10/31/18
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
11/1/18-11/30/18
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/1/18-12/31/18
(1)
|
800
|
|
|
29.78
|
|
|
—
|
|
|
—
|
|
|
Total
|
800
|
|
|
$
|
29.78
|
|
|
—
|
|
|
—
|
|
(1)
|
During December
2018
, we purchased 800 AB Units in a private transaction.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands, except per unit amounts)
|
||||||||||||||||||
INCOME STATEMENT DATA:
|
|
||||||||||||||||||
Equity in net income attributable to AB Unitholders
|
$
|
270,647
|
|
|
$
|
232,393
|
|
|
$
|
239,389
|
|
|
$
|
210,084
|
|
|
$
|
200,931
|
|
Income taxes
|
28,250
|
|
|
24,971
|
|
|
22,803
|
|
|
24,320
|
|
|
22,463
|
|
|||||
Net income
|
$
|
242,397
|
|
|
$
|
207,422
|
|
|
$
|
216,586
|
|
|
$
|
185,764
|
|
|
$
|
178,468
|
|
Basic net income per unit
|
$
|
2.50
|
|
|
$
|
2.19
|
|
|
$
|
2.24
|
|
|
$
|
1.87
|
|
|
$
|
1.84
|
|
Diluted net income per unit
|
$
|
2.50
|
|
|
$
|
2.19
|
|
|
$
|
2.23
|
|
|
$
|
1.86
|
|
|
$
|
1.84
|
|
CASH DISTRIBUTIONS PER UNIT
(1)
|
$
|
2.68
|
|
|
$
|
2.30
|
|
|
$
|
1.92
|
|
|
$
|
1.86
|
|
|
$
|
1.86
|
|
BALANCE SHEET DATA AT PERIOD END:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
1,490,701
|
|
|
$
|
1,544,704
|
|
|
$
|
1,540,508
|
|
|
$
|
1,576,120
|
|
|
$
|
1,616,461
|
|
Partners’ capital
|
$
|
1,490,057
|
|
|
$
|
1,543,550
|
|
|
$
|
1,539,889
|
|
|
$
|
1,575,846
|
|
|
$
|
1,616,079
|
|
(1)
|
AB Holding is required to distribute all of its Available Cash Flow, as defined in the AB Holding Partnership Agreement, to its Unitholders; for all years presented, the cash distributions per unit reflect the impact of AB’s non-GAAP adjustments.
|
|
Years Ended December 31,
(1)
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands, except per unit amounts and unless otherwise indicated)
|
||||||||||||||||||
INCOME STATEMENT DATA:
|
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment advisory and services fees
|
$
|
2,362,211
|
|
|
$
|
2,201,305
|
|
|
$
|
1,933,471
|
|
|
$
|
1,973,837
|
|
|
$
|
1,958,250
|
|
Bernstein research services
|
439,432
|
|
|
449,919
|
|
|
479,875
|
|
|
493,463
|
|
|
482,538
|
|
|||||
Distribution revenues
|
418,562
|
|
|
412,063
|
|
|
384,405
|
|
|
427,156
|
|
|
444,970
|
|
|||||
Dividend and interest income
|
98,226
|
|
|
71,162
|
|
|
46,939
|
|
|
24,872
|
|
|
22,322
|
|
|||||
Investment gains (losses)
|
2,653
|
|
|
92,102
|
|
|
93,353
|
|
|
3,551
|
|
|
(9,076
|
)
|
|||||
Other revenues
|
98,676
|
|
|
97,135
|
|
|
99,859
|
|
|
101,169
|
|
|
108,788
|
|
|||||
Total revenues
|
3,419,760
|
|
|
3,323,686
|
|
|
3,037,902
|
|
|
3,024,048
|
|
|
3,007,792
|
|
|||||
Less: interest expense
|
52,399
|
|
|
25,165
|
|
|
9,123
|
|
|
3,321
|
|
|
2,426
|
|
|||||
Net revenues
|
3,367,361
|
|
|
3,298,521
|
|
|
3,028,779
|
|
|
3,020,727
|
|
|
3,005,366
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Employee compensation and benefits:
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee compensation and benefits
|
1,378,811
|
|
|
1,313,469
|
|
|
1,229,721
|
|
|
1,267,926
|
|
|
1,265,664
|
|
|||||
Promotion and servicing:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Distribution-related payments
|
427,186
|
|
|
411,467
|
|
|
363,603
|
|
|
384,425
|
|
|
404,213
|
|
|||||
Amortization of deferred sales commissions
|
21,343
|
|
|
31,886
|
|
|
41,066
|
|
|
49,145
|
|
|
41,508
|
|
|||||
Trade execution, marketing, T&E and other
|
222,630
|
|
|
213,275
|
|
|
216,542
|
|
|
232,023
|
|
|
233,417
|
|
|||||
General and administrative:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
General and administrative
|
448,996
|
|
|
481,488
|
|
|
426,147
|
|
|
431,635
|
|
|
426,960
|
|
|||||
Real estate charges
|
7,160
|
|
|
36,669
|
|
|
17,704
|
|
|
998
|
|
|
52
|
|
|||||
Contingent payment arrangements
|
(2,219
|
)
|
|
267
|
|
|
(20,245
|
)
|
|
(5,441
|
)
|
|
(2,782
|
)
|
|||||
Interest on borrowings
|
10,359
|
|
|
8,194
|
|
|
4,765
|
|
|
3,119
|
|
|
2,797
|
|
|||||
Amortization of intangible assets
|
27,781
|
|
|
27,896
|
|
|
26,311
|
|
|
25,798
|
|
|
24,916
|
|
|||||
Total expenses
|
2,542,047
|
|
|
2,524,611
|
|
|
2,305,614
|
|
|
2,389,628
|
|
|
2,396,745
|
|
|||||
Operating income
|
825,314
|
|
|
773,910
|
|
|
723,165
|
|
|
631,099
|
|
|
608,621
|
|
|||||
Income taxes
|
45,816
|
|
|
53,110
|
|
|
28,319
|
|
|
44,797
|
|
|
44,304
|
|
|||||
Net income
|
779,498
|
|
|
720,800
|
|
|
694,846
|
|
|
586,302
|
|
|
564,317
|
|
|||||
Net income of consolidated entities attributable to non-controlling interests
|
21,910
|
|
|
58,397
|
|
|
21,488
|
|
|
6,375
|
|
|
456
|
|
|||||
Net income attributable to AB Unitholders
|
$
|
757,588
|
|
|
$
|
662,403
|
|
|
$
|
673,358
|
|
|
$
|
579,927
|
|
|
$
|
563,861
|
|
Basic net income per AB Unit
|
$
|
2.79
|
|
|
$
|
2.46
|
|
|
$
|
2.48
|
|
|
$
|
2.11
|
|
|
$
|
2.07
|
|
Diluted net income per AB Unit
|
$
|
2.78
|
|
|
$
|
2.45
|
|
|
$
|
2.47
|
|
|
$
|
2.10
|
|
|
$
|
2.07
|
|
Operating margin
(2)
|
23.9
|
%
|
|
21.7
|
%
|
|
23.2
|
%
|
|
20.7
|
%
|
|
20.2
|
%
|
|||||
CASH DISTRIBUTIONS PER AB UNIT
(3)
|
$
|
2.96
|
|
|
$
|
2.57
|
|
|
$
|
2.15
|
|
|
$
|
2.11
|
|
|
$
|
2.08
|
|
|
Years Ended December 31,
(1)
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
BALANCE SHEET DATA AT PERIOD END:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
8,789,098
|
|
|
$
|
9,282,734
|
|
|
$
|
8,741,158
|
|
|
$
|
7,433,721
|
|
|
$
|
7,375,621
|
|
Debt
|
$
|
546,267
|
|
|
$
|
565,745
|
|
|
$
|
512,970
|
|
|
$
|
581,700
|
|
|
$
|
486,156
|
|
Total capital
|
$
|
3,916,209
|
|
|
$
|
4,063,304
|
|
|
$
|
4,068,189
|
|
|
$
|
4,017,221
|
|
|
$
|
4,084,840
|
|
ASSETS UNDER MANAGEMENT AT PERIOD END (in millions)
|
$
|
516,353
|
|
|
$
|
554,491
|
|
|
$
|
480,201
|
|
|
$
|
467,440
|
|
|
$
|
474,027
|
|
|
(1)
|
Certain prior-year amounts have been reclassified to conform to our 2018 presentation;
see Note 2 to AB's financial statements in Item 8
for a discussion of reclassifications.
|
(2)
|
Operating income excluding net income (loss) attributable to non-controlling interests as a percentage of net revenues.
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in thousands, except per unit amounts)
|
|
|
|
|
||||||||||||
Net income attributable to AB Unitholders
|
$
|
757,588
|
|
|
$
|
662,403
|
|
|
$
|
673,358
|
|
|
14.4
|
%
|
|
(1.6
|
)%
|
Weighted average equity ownership interest
|
35.7
|
%
|
|
35.1
|
%
|
|
35.6
|
%
|
|
|
|
|
|||||
Equity in net income attributable to AB Unitholders
|
$
|
270,647
|
|
|
$
|
232,393
|
|
|
$
|
239,389
|
|
|
16.5
|
|
|
(2.9
|
)
|
Income taxes
|
28,250
|
|
|
24,971
|
|
|
22,803
|
|
|
13.1
|
|
|
9.5
|
|
|||
Net income of AB Holding
|
$
|
242,397
|
|
|
$
|
207,422
|
|
|
$
|
216,586
|
|
|
16.9
|
|
|
(4.2
|
)
|
Diluted net income per AB Holding Unit
|
$
|
2.50
|
|
|
$
|
2.19
|
|
|
$
|
2.23
|
|
|
14.2
|
|
|
(1.8
|
)
|
Distributions per AB Holding Unit
(1)
|
$
|
2.68
|
|
|
$
|
2.30
|
|
|
$
|
1.92
|
|
|
16.5
|
|
|
19.8
|
|
(1)
|
Distributions reflect the impact of AB’s non-GAAP adjustments.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands, except per unit amounts)
|
||||||||||
AB non-GAAP adjustments, before taxes
|
$
|
48,655
|
|
|
$
|
34,605
|
|
|
$
|
(77,275
|
)
|
Income tax (expense) benefit on non-GAAP adjustments
|
(1,473
|
)
|
|
(3,599
|
)
|
|
5,332
|
|
|||
Income tax credit on AB's income tax provision
|
—
|
|
|
—
|
|
|
(21,572
|
)
|
|||
AB non-GAAP adjustments, after taxes
|
47,182
|
|
|
31,006
|
|
|
(93,515
|
)
|
|||
AB Holding’s weighted average equity ownership interest in AB
|
35.7
|
%
|
|
35.1
|
%
|
|
35.6
|
%
|
|||
Impact on AB Holding’s net income of AB non-GAAP adjustments
|
$
|
16,856
|
|
|
$
|
10,877
|
|
|
$
|
(33,246
|
)
|
|
|
|
|
|
|
||||||
Net income - diluted, GAAP basis
|
$
|
242,844
|
|
|
$
|
208,102
|
|
|
$
|
217,464
|
|
Impact on AB Holding’s net income of AB non-GAAP adjustments
|
16,856
|
|
|
10,877
|
|
|
(33,246
|
)
|
|||
Adjusted net income - diluted
|
$
|
259,700
|
|
|
$
|
218,979
|
|
|
$
|
184,218
|
|
|
|
|
|
|
|
||||||
Diluted net income per AB Holding Unit, GAAP basis
|
$
|
2.50
|
|
|
$
|
2.19
|
|
|
$
|
2.23
|
|
Impact of AB non-GAAP adjustments
|
0.17
|
|
|
0.11
|
|
|
(0.34
|
)
|
|||
Adjusted diluted net income per AB Holding Unit
|
$
|
2.67
|
|
|
$
|
2.30
|
|
|
$
|
1.89
|
|
|
As of December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in billions)
|
|
|
|
|
|
|
||||||||||
Institutions
|
$
|
246.3
|
|
|
$
|
269.3
|
|
|
$
|
239.3
|
|
|
(8.5
|
)%
|
|
12.5
|
%
|
Retail
|
180.8
|
|
|
192.9
|
|
|
160.2
|
|
|
(6.3
|
)
|
|
20.5
|
|
|||
Private Wealth Management
|
89.3
|
|
|
92.3
|
|
|
80.7
|
|
|
(3.2
|
)
|
|
14.2
|
|
|||
Total
|
$
|
516.4
|
|
|
$
|
554.5
|
|
|
$
|
480.2
|
|
|
(6.9
|
)
|
|
15.5
|
|
|
As of December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in billions)
|
|
|
|
|
|
|
||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Actively Managed
|
$
|
136.2
|
|
|
$
|
139.4
|
|
|
$
|
111.9
|
|
|
(2.3
|
)%
|
|
24.6
|
%
|
Passively Managed
(1)
|
50.2
|
|
|
54.3
|
|
|
48.1
|
|
|
(7.6
|
)
|
|
13.0
|
|
|||
Total Equity
|
186.4
|
|
|
193.7
|
|
|
160.0
|
|
|
(3.8
|
)
|
|
21.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Actively Managed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Taxable
|
219.7
|
|
|
247.9
|
|
|
220.9
|
|
|
(11.4
|
)
|
|
12.2
|
|
|||
Tax-exempt
|
41.7
|
|
|
40.4
|
|
|
36.9
|
|
|
3.0
|
|
|
9.5
|
|
|||
|
261.4
|
|
|
288.3
|
|
|
257.8
|
|
|
(9.4
|
)
|
|
11.8
|
|
|||
Passively Managed
(1)
|
9.4
|
|
|
9.9
|
|
|
11.1
|
|
|
(4.8
|
)
|
|
(10.4
|
)
|
|||
Total Fixed Income
|
270.8
|
|
|
298.2
|
|
|
268.9
|
|
|
(9.2
|
)
|
|
10.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Other
(2)
|
|
|
|
|
|
|
|
|
|
||||||||
Actively Managed
|
58.3
|
|
|
61.9
|
|
|
50.8
|
|
|
(5.8
|
)
|
|
21.7
|
|
|||
Passively Managed
(1)
|
0.9
|
|
|
0.7
|
|
|
0.5
|
|
|
39.7
|
|
|
37.0
|
|
|||
Total Other
|
59.2
|
|
|
62.6
|
|
|
51.3
|
|
|
(5.3
|
)
|
|
21.8
|
|
|||
Total
|
$
|
516.4
|
|
|
$
|
554.5
|
|
|
$
|
480.2
|
|
|
(6.9
|
)
|
|
15.5
|
|
|
(1)
|
Includes index and enhanced index services.
|
(2)
|
Includes certain multi-asset solutions and services and certain alternative investments.
|
|
Distribution Channel
|
||||||||||||||
|
Institutions
|
|
Retail
|
|
Private
Wealth
Management
|
|
Total
|
||||||||
|
(in billions)
|
||||||||||||||
Balance as of December 31, 2017
|
$
|
269.3
|
|
|
$
|
192.9
|
|
|
$
|
92.3
|
|
|
$
|
554.5
|
|
Long-term flows:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales/new accounts
|
26.1
|
|
|
54.2
|
|
|
13.5
|
|
|
93.8
|
|
||||
Redemptions/terminations
|
(30.1
|
)
|
|
(46.5
|
)
|
|
(11.0
|
)
|
|
(87.6
|
)
|
||||
Cash flow/unreinvested dividends
|
(6.0
|
)
|
|
(7.7
|
)
|
|
(0.6
|
)
|
|
(14.3
|
)
|
||||
Net long-term (outflows) inflows
|
(10.0
|
)
|
|
—
|
|
|
1.9
|
|
|
(8.1
|
)
|
||||
Transfers
|
0.2
|
|
|
0.2
|
|
|
(0.4
|
)
|
|
—
|
|
||||
Market depreciation
|
(13.2
|
)
|
|
(12.3
|
)
|
|
(4.5
|
)
|
|
(30.0
|
)
|
||||
Net change
|
(23.0
|
)
|
|
(12.1
|
)
|
|
(3.0
|
)
|
|
(38.1
|
)
|
||||
Balance as of December 31, 2018
|
$
|
246.3
|
|
|
$
|
180.8
|
|
|
$
|
89.3
|
|
|
$
|
516.4
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2016
|
$
|
239.3
|
|
|
$
|
160.2
|
|
|
$
|
80.7
|
|
|
$
|
480.2
|
|
Long-term flows:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales/new accounts
|
13.4
|
|
|
53.8
|
|
|
11.5
|
|
|
78.7
|
|
||||
Redemptions/terminations
|
(11.5
|
)
|
|
(38.6
|
)
|
|
(10.6
|
)
|
|
(60.7
|
)
|
||||
Cash flow/unreinvested dividends
|
1.7
|
|
|
(6.3
|
)
|
|
(0.2
|
)
|
|
(4.8
|
)
|
||||
Net long-term inflows
|
3.6
|
|
|
8.9
|
|
|
0.7
|
|
|
13.2
|
|
||||
Market appreciation
|
26.4
|
|
|
23.8
|
|
|
10.9
|
|
|
61.1
|
|
||||
Net change
|
30.0
|
|
|
32.7
|
|
|
11.6
|
|
|
74.3
|
|
||||
Balance as of December 31, 2017
|
$
|
269.3
|
|
|
$
|
192.9
|
|
|
$
|
92.3
|
|
|
$
|
554.5
|
|
|
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, 2017
|
$
|
139.4
|
|
|
$
|
54.3
|
|
|
$
|
247.9
|
|
|
$
|
40.4
|
|
|
$
|
9.9
|
|
|
$
|
62.6
|
|
|
$
|
554.5
|
|
Long-term flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales/new accounts
|
36.7
|
|
|
4.0
|
|
|
27.6
|
|
|
7.9
|
|
|
0.1
|
|
|
17.5
|
|
|
93.8
|
|
|||||||
Redemptions/terminations
|
(22.2
|
)
|
|
(0.6
|
)
|
|
(40.8
|
)
|
|
(6.7
|
)
|
|
(0.6
|
)
|
|
(16.7
|
)
|
|
(87.6
|
)
|
|||||||
Cash flow/unreinvested dividends
|
(3.7
|
)
|
|
(3.6
|
)
|
|
(6.2
|
)
|
|
(0.4
|
)
|
|
0.2
|
|
|
(0.6
|
)
|
|
(14.3
|
)
|
|||||||
Net long-term inflows (outflows)
|
10.8
|
|
|
(0.2
|
)
|
|
(19.4
|
)
|
|
0.8
|
|
|
(0.3
|
)
|
|
0.2
|
|
|
(8.1
|
)
|
|||||||
Market (depreciation) appreciation
|
(14.0
|
)
|
|
(3.9
|
)
|
|
(8.8
|
)
|
|
0.5
|
|
|
(0.2
|
)
|
|
(3.6
|
)
|
|
(30.0
|
)
|
|||||||
Net change
|
(3.2
|
)
|
|
(4.1
|
)
|
|
(28.2
|
)
|
|
1.3
|
|
|
(0.5
|
)
|
|
(3.4
|
)
|
|
(38.1
|
)
|
|||||||
Balance as of December 31, 2018
|
$
|
136.2
|
|
|
$
|
50.2
|
|
|
$
|
219.7
|
|
|
$
|
41.7
|
|
|
$
|
9.4
|
|
|
$
|
59.2
|
|
|
$
|
516.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of December 31, 2016
|
$
|
111.9
|
|
|
$
|
48.1
|
|
|
$
|
220.9
|
|
|
$
|
36.9
|
|
|
$
|
11.1
|
|
|
$
|
51.3
|
|
|
$
|
480.2
|
|
Long-term flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales/new accounts
|
21.9
|
|
|
1.1
|
|
|
41.1
|
|
|
7.9
|
|
|
0.1
|
|
|
6.6
|
|
|
78.7
|
|
|||||||
Redemptions/terminations
|
(19.0
|
)
|
|
(1.4
|
)
|
|
(29.8
|
)
|
|
(5.9
|
)
|
|
(1.8
|
)
|
|
(2.8
|
)
|
|
(60.7
|
)
|
|||||||
Cash flow/unreinvested dividends
|
(2.1
|
)
|
|
(4.0
|
)
|
|
1.5
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(4.8
|
)
|
|||||||
Net long-term inflows (outflows)
|
0.8
|
|
|
(4.3
|
)
|
|
12.8
|
|
|
1.9
|
|
|
(1.7
|
)
|
|
3.7
|
|
|
13.2
|
|
|||||||
Market appreciation
|
26.7
|
|
|
10.5
|
|
|
14.2
|
|
|
1.6
|
|
|
0.5
|
|
|
7.6
|
|
|
61.1
|
|
|||||||
Net change
|
27.5
|
|
|
6.2
|
|
|
27.0
|
|
|
3.5
|
|
|
(1.2
|
)
|
|
11.3
|
|
|
74.3
|
|
|||||||
Balance as of December 31, 2017
|
$
|
139.4
|
|
|
$
|
54.3
|
|
|
$
|
247.9
|
|
|
$
|
40.4
|
|
|
$
|
9.9
|
|
|
$
|
62.6
|
|
|
$
|
554.5
|
|
|
(1)
|
Includes index and enhanced index services.
|
(2)
|
Includes certain multi-asset solutions and services and certain alternative investments.
|
|
Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in billions)
|
||||||
Actively Managed
|
|
|
|
||||
Equity
|
$
|
10.8
|
|
|
$
|
0.8
|
|
Fixed Income
|
(18.6
|
)
|
|
14.7
|
|
||
Other
|
(0.1
|
)
|
|
3.6
|
|
||
|
(7.9
|
)
|
|
19.1
|
|
||
Passively Managed
|
|
|
|
|
|
||
Equity
|
(0.2
|
)
|
|
(4.3
|
)
|
||
Fixed Income
|
(0.3
|
)
|
|
(1.7
|
)
|
||
Other
|
0.3
|
|
|
0.1
|
|
||
|
(0.2
|
)
|
|
(5.9
|
)
|
||
Total net long-term (outflows) inflows
|
$
|
(8.1
|
)
|
|
$
|
13.2
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in billions)
|
|
|
|
|
|
|
||||||||||
Distribution Channel:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Institutions
|
$
|
258.1
|
|
|
$
|
253.8
|
|
|
$
|
243.4
|
|
|
1.7
|
%
|
|
4.3
|
%
|
Retail
|
191.8
|
|
|
177.5
|
|
|
157.7
|
|
|
8.1
|
|
|
12.6
|
|
|||
Private Wealth Management
|
94.3
|
|
|
86.7
|
|
|
78.9
|
|
|
8.8
|
|
|
9.8
|
|
|||
Total
|
$
|
544.2
|
|
|
$
|
518.0
|
|
|
$
|
480.0
|
|
|
5.1
|
|
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investment Service:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Equity Actively Managed
|
$
|
146.4
|
|
|
$
|
125.6
|
|
|
$
|
109.4
|
|
|
16.6
|
|
|
14.8
|
|
Equity Passively Managed
(1)
|
53.8
|
|
|
50.8
|
|
|
46.5
|
|
|
5.9
|
|
|
9.3
|
|
|||
Fixed Income Actively Managed – Taxable
|
230.3
|
|
|
236.3
|
|
|
221.5
|
|
|
(2.5
|
)
|
|
6.6
|
|
|||
Fixed Income Actively Managed – Tax-exempt
|
41.3
|
|
|
38.8
|
|
|
36.3
|
|
|
6.4
|
|
|
7.0
|
|
|||
Fixed Income Passively Managed
(1)
|
9.8
|
|
|
10.3
|
|
|
11.0
|
|
|
(4.3
|
)
|
|
(6.4
|
)
|
|||
Other
(2)
|
62.6
|
|
|
56.2
|
|
|
55.3
|
|
|
11.3
|
|
|
1.7
|
|
|||
Total
|
$
|
544.2
|
|
|
$
|
518.0
|
|
|
$
|
480.0
|
|
|
5.1
|
|
|
7.9
|
|
|
(1)
|
Includes index and enhanced index services.
|
(2)
|
Includes certain multi-asset solutions and services and certain alternative investments.
|
|
1-Year
|
|
3-Year
|
|
5-Year
|
|||
|
|
|
|
|
|
|||
Global High Income - Hedged (fixed income)
|
|
|
|
|
|
|||
Absolute return
|
(4.0
|
)%
|
|
6.8
|
%
|
|
4.0
|
%
|
Relative return (vs. Bloomberg Barclays Global High Yield Index - Hedged)
|
(1.3
|
)
|
|
(0.0)
|
|
|
(0.4
|
)
|
U.S. High Yield (fixed income)
|
|
|
|
|
|
|||
Absolute return
|
(2.8
|
)
|
|
6.5
|
|
|
3.7
|
|
Relative return (vs. Bloomberg Barclays U.S. Corp. High Yield Index)
|
(0.7
|
)
|
|
(0.8
|
)
|
|
(0.1
|
)
|
Global Plus - Hedged (fixed income)
|
|
|
|
|
|
|||
Absolute return
|
1.4
|
|
|
3.7
|
|
|
4.0
|
|
Relative return (vs. Bloomberg Barclays Global Aggregate Index - Hedged)
|
(0.4
|
)
|
|
0.7
|
|
|
0.5
|
|
Intermediate Municipal Bonds (fixed income)
|
|
|
|
|
|
|||
Absolute return
|
1.4
|
|
|
1.8
|
|
|
2.5
|
|
Relative return (vs. Lipper Short/Int. Blended Muni Fund Avg)
|
0.4
|
|
|
0.5
|
|
|
0.7
|
|
U.S. Strategic Core Plus (fixed income)
|
|
|
|
|
|
|||
Absolute return
|
0.2
|
|
|
3.1
|
|
|
3.4
|
|
Relative return (vs. Bloomberg Barclays U.S. Aggregate Index)
|
0.2
|
|
|
1.0
|
|
|
0.9
|
|
Emerging Market Debt (fixed income)
|
|
|
|
|
|
|||
Absolute return
|
(6.1
|
)
|
|
5.9
|
|
|
4.1
|
|
Relative return (vs. JPM EMBI Global/JPM EMBI)
|
(1.5
|
)
|
|
1.1
|
|
|
(0.0)
|
|
Emerging Markets Value
|
|
|
|
|
|
|||
Absolute return
|
(17.8
|
)
|
|
7.2
|
|
|
1.0
|
|
Relative return (vs. MSCI EM Index)
|
(3.2
|
)
|
|
(2.0
|
)
|
|
(0.7
|
)
|
Global Strategic Value
|
|
|
|
|
|
|||
Absolute return
|
(18.5
|
)
|
|
3.0
|
|
|
2.5
|
|
Relative return (vs. MSCI ACWI Index)
|
(9.1
|
)
|
|
(3.6
|
)
|
|
(1.8
|
)
|
|
1-Year
|
|
3-Year
|
|
5-Year
|
|||
U.S. Small & Mid Cap Value
|
|
|
|
|
|
|||
Absolute return
|
(14.3
|
)
|
|
7.2
|
|
|
5.2
|
|
Relative return (vs. Russell 2500 Value Index)
|
(2.0
|
)
|
|
0.6
|
|
|
1.1
|
|
U.S. Strategic Value
|
|
|
|
|
|
|||
Absolute return
|
(13.8
|
)
|
|
3.5
|
|
|
3.1
|
|
Relative return (vs. Russell 1000 Value Index)
|
(5.5
|
)
|
|
(3.5
|
)
|
|
(2.8
|
)
|
U.S. Small Cap Growth
|
|
|
|
|
|
|||
Absolute return
|
0.1
|
|
|
13.6
|
|
|
7.8
|
|
Relative return (vs. Russell 2000 Growth Index)
|
9.4
|
|
|
6.4
|
|
|
2.7
|
|
U.S. Large Cap Growth
|
|
|
|
|
|
|||
Absolute return
|
2.8
|
|
|
12.3
|
|
|
12.8
|
|
Relative return (vs. Russell 1000 Growth Index)
|
4.3
|
|
|
1.2
|
|
|
2.4
|
|
U.S. Small & Mid Cap Growth
|
|
|
|
|
|
|||
Absolute return
|
(3.6
|
)
|
|
10.8
|
|
|
7.2
|
|
Relative return (vs. Russell 2500 Growth Index)
|
3.9
|
|
|
2.7
|
|
|
1.0
|
|
Concentrated U.S. Growth
|
|
|
|
|
|
|||
Absolute return
|
2.2
|
|
|
10.8
|
|
|
9.7
|
|
Relative return (vs. S&P 500 Index)
|
6.6
|
|
|
1.6
|
|
|
1.2
|
|
Select U.S. Equity
|
|
|
|
|
|
|||
Absolute return
|
(4.1
|
)
|
|
9.3
|
|
|
8.8
|
|
Relative return (vs. S&P 500 Index)
|
0.3
|
|
|
(0.0)
|
|
|
0.3
|
|
Strategic Equities
|
|
|
|
|
|
|||
Absolute return
|
(4.2
|
)
|
|
8.3
|
|
|
8.3
|
|
Relative return (vs. Russell 3000 Index)
|
1.1
|
|
|
(0.7
|
)
|
|
0.4
|
|
Global Core Equity
|
|
|
|
|
|
|||
Absolute return
|
(4.4
|
)
|
|
9.6
|
|
|
5.7
|
|
Relative return (vs. MSCI ACWI Index)
|
5.1
|
|
|
3.0
|
|
|
1.4
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in thousands, except per unit amounts)
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
3,367,361
|
|
|
$
|
3,298,521
|
|
|
$
|
3,028,779
|
|
|
2.1
|
%
|
|
8.9
|
%
|
Expenses
|
2,542,047
|
|
|
2,524,611
|
|
|
2,305,614
|
|
|
0.7
|
|
|
9.5
|
|
|||
Operating income
|
825,314
|
|
|
773,910
|
|
|
723,165
|
|
|
6.6
|
|
|
7.0
|
|
|||
Income taxes
|
45,816
|
|
|
53,110
|
|
|
28,319
|
|
|
(13.7
|
)
|
|
87.5
|
|
|||
Net income
|
779,498
|
|
|
720,800
|
|
|
694,846
|
|
|
8.1
|
|
|
3.7
|
|
|||
Net income of consolidated entities attributable to non-controlling interests
|
21,910
|
|
|
58,397
|
|
|
21,488
|
|
|
(62.5
|
)
|
|
171.8
|
|
|||
Net income attributable to AB Unitholders
|
$
|
757,588
|
|
|
$
|
662,403
|
|
|
$
|
673,358
|
|
|
14.4
|
|
|
(1.6
|
)
|
Diluted net income per AB Unit
|
$
|
2.78
|
|
|
$
|
2.45
|
|
|
$
|
2.47
|
|
|
13.5
|
|
|
(0.8
|
)
|
Distributions per AB Unit
|
$
|
2.96
|
|
|
$
|
2.57
|
|
|
$
|
2.15
|
|
|
15.2
|
|
|
19.5
|
|
Operating margin
(1)
|
23.9
|
%
|
|
21.7
|
%
|
|
23.2
|
%
|
|
|
|
|
|
|
|
(1)
|
Operating income excluding net income (loss) attributable to non-controlling interests as a percentage of net revenues.
|
Higher base advisory fees
|
$
|
137.5
|
|
Lower general and administrative expenses (including real estate charges)
|
62.0
|
|
|
Lower net income of consolidated entities attributable to non-controlling interest
|
36.5
|
|
|
Higher performance-based fees
|
23.4
|
|
|
Lower income tax expenses
|
7.3
|
|
|
Higher distribution revenues
|
6.5
|
|
|
Changes in contingent payment arrangements
|
2.5
|
|
|
Lower investment gains
|
(89.4
|
)
|
|
Higher employee compensation and benefits
|
(65.3
|
)
|
|
Higher promotion and servicing expenses
|
(14.5
|
)
|
|
Lower Bernstein Research Services revenue
|
(10.5
|
)
|
|
Other
|
(0.8
|
)
|
|
|
$
|
95.2
|
|
Higher employee compensation and benefits
|
$
|
(83.7
|
)
|
Higher other general and administrative expenses
|
(55.3
|
)
|
|
Higher net income of consolidated entities attributable to non-controlling interest
|
(36.9
|
)
|
|
Higher promotion and servicing expenses
|
(35.4
|
)
|
|
Lower Bernstein Research Services revenue
|
(30.0
|
)
|
|
Higher income tax expenses
|
(24.8
|
)
|
|
Lower adjustments to contingent payment arrangements
|
(20.5
|
)
|
|
Higher real estate charges
|
(19.0
|
)
|
|
Higher base advisory fees
|
204.9
|
|
|
Higher performance-based fees
|
62.0
|
|
|
Higher distribution revenues
|
27.7
|
|
|
|
$
|
(11.0
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Net revenues, US GAAP basis
|
$
|
3,367,361
|
|
|
$
|
3,298,521
|
|
|
$
|
3,028,779
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|||
Impact of adoption of revenue recognition standard ASC 606
|
77,844
|
|
|
—
|
|
|
—
|
|
|||
Distribution-related payments
|
(427,186
|
)
|
|
(411,467
|
)
|
|
(363,603
|
)
|
|||
Amortization of deferred sales commissions
|
(21,343
|
)
|
|
(31,886
|
)
|
|
(41,066
|
)
|
|||
Pass-through fees and expenses
|
(40,219
|
)
|
|
(40,531
|
)
|
|
(43,808
|
)
|
|||
Impact of consolidated company-sponsored funds
|
(38,142
|
)
|
|
(87,255
|
)
|
|
(24,889
|
)
|
|||
Loss (gain) on sale of software technology
|
3,733
|
|
|
(4,592
|
)
|
|
—
|
|
|||
Long-term incentive compensation-related investment losses (gains) and dividends and interest
|
3,509
|
|
|
(9,891
|
)
|
|
(2,822
|
)
|
|||
Gain on sale of investment carried at cost
|
—
|
|
|
—
|
|
|
(75,273
|
)
|
|||
Other
|
47
|
|
|
—
|
|
|
—
|
|
|||
Adjusted net revenues
|
$
|
2,925,604
|
|
|
$
|
2,712,899
|
|
|
$
|
2,477,318
|
|
|
|
|
|
|
|
||||||
Operating income, US GAAP basis
|
$
|
825,314
|
|
|
$
|
773,910
|
|
|
$
|
723,165
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|||
Impact of adoption of revenue recognition standard ASC 606
|
35,156
|
|
|
—
|
|
|
—
|
|
|||
Real estate charges
|
7,160
|
|
|
36,669
|
|
|
17,704
|
|
|||
Acquisition-related expenses
|
1,924
|
|
|
2,012
|
|
|
1,057
|
|
|||
Loss (gain) on sale of software technology
|
3,733
|
|
|
(4,592
|
)
|
|
—
|
|
|||
Long-term incentive compensation-related items
|
3,064
|
|
|
709
|
|
|
720
|
|
|||
Gain on sale of investment carried at cost
|
—
|
|
|
—
|
|
|
(75,273
|
)
|
|||
Contingent payment arrangements
|
(2,429
|
)
|
|
(193
|
)
|
|
(21,483
|
)
|
|||
Other
|
47
|
|
|
—
|
|
|
—
|
|
|||
Sub-total of non-GAAP adjustments
|
48,655
|
|
|
34,605
|
|
|
(77,275
|
)
|
|||
Less: Net income of consolidated entities attributable to non-controlling interests
|
21,910
|
|
|
58,397
|
|
|
21,488
|
|
|||
Adjusted operating income
|
852,059
|
|
|
750,118
|
|
|
624,402
|
|
|||
Adjusted income taxes
|
47,289
|
|
|
56,709
|
|
|
44,559
|
|
|||
Adjusted net income
|
$
|
804,770
|
|
|
$
|
693,409
|
|
|
$
|
579,843
|
|
|
|
|
|
|
|
||||||
Diluted net income per AB Unit, GAAP basis
|
2.78
|
|
|
2.45
|
|
|
2.47
|
|
|||
Impact of non-GAAP adjustments
|
0.18
|
|
|
0.12
|
|
|
(0.34
|
)
|
|||
Adjusted diluted net income per AB Unit
|
$
|
2.96
|
|
|
$
|
2.57
|
|
|
$
|
2.13
|
|
|
|
|
|
|
|
||||||
Adjusted operating margin
|
29.1
|
%
|
|
27.7
|
%
|
|
25.2
|
%
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in thousands)
|
|
|
|
|
|
|
||||||||||
Investment advisory and services fees:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Institutions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Base fees
|
$
|
444,884
|
|
|
$
|
430,446
|
|
|
$
|
403,503
|
|
|
3.4
|
%
|
|
6.7
|
%
|
Performance-based fees
|
32,898
|
|
|
45,159
|
|
|
17,394
|
|
|
(27.2
|
)
|
|
159.6
|
|
|||
|
477,782
|
|
|
475,605
|
|
|
420,897
|
|
|
0.5
|
|
|
13.0
|
|
|||
Retail:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Base fees
|
992,037
|
|
|
922,510
|
|
|
805,621
|
|
|
7.5
|
|
|
14.5
|
|
|||
Performance-based fees
|
18,278
|
|
|
24,216
|
|
|
3,333
|
|
|
(24.5
|
)
|
|
626.6
|
|
|||
|
1,010,315
|
|
|
946,726
|
|
|
808,954
|
|
|
6.7
|
|
|
17.0
|
|
|||
Private Wealth Management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Base fees
|
807,147
|
|
|
753,569
|
|
|
691,595
|
|
|
7.1
|
|
|
9.0
|
|
|||
Performance-based fees
|
66,967
|
|
|
25,405
|
|
|
12,025
|
|
|
163.6
|
|
|
111.3
|
|
|||
|
874,114
|
|
|
778,974
|
|
|
703,620
|
|
|
12.2
|
|
|
10.7
|
|
|||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Base fees
|
2,244,068
|
|
|
2,106,525
|
|
|
1,900,719
|
|
|
6.5
|
|
|
10.8
|
|
|||
Performance-based fees
|
118,143
|
|
|
94,780
|
|
|
32,752
|
|
|
24.6
|
|
|
189.4
|
|
|||
|
2,362,211
|
|
|
2,201,305
|
|
|
1,933,471
|
|
|
7.3
|
|
|
13.9
|
|
|||
Bernstein Research Services
|
439,432
|
|
|
449,919
|
|
|
479,875
|
|
|
(2.3
|
)
|
|
(6.2
|
)
|
|||
Distribution revenues
|
418,562
|
|
|
412,063
|
|
|
384,405
|
|
|
1.6
|
|
|
7.2
|
|
|||
Dividend and interest income
|
98,226
|
|
|
71,162
|
|
|
46,939
|
|
|
38.0
|
|
|
51.6
|
|
|||
Investment gains
|
2,653
|
|
|
92,102
|
|
|
93,353
|
|
|
(97.1
|
)
|
|
(1.3
|
)
|
|||
Other revenues
|
98,676
|
|
|
97,135
|
|
|
99,859
|
|
|
1.6
|
|
|
(2.7
|
)
|
|||
Total revenues
|
3,419,760
|
|
|
3,323,686
|
|
|
3,037,902
|
|
|
2.9
|
|
|
9.4
|
|
|||
Less: Interest expense
|
52,399
|
|
|
25,165
|
|
|
9,123
|
|
|
108.2
|
|
|
175.8
|
|
|||
Net revenues
|
$
|
3,367,361
|
|
|
$
|
3,298,521
|
|
|
$
|
3,028,779
|
|
|
2.1
|
|
|
8.9
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in thousands)
|
|
|
|
|
|
|
||||||||||
Employee compensation and benefits
|
$
|
1,378,811
|
|
|
$
|
1,313,469
|
|
|
$
|
1,229,721
|
|
|
5.0
|
%
|
|
6.8
|
%
|
Promotion and servicing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Distribution-related payments
|
427,186
|
|
|
411,467
|
|
|
363,603
|
|
|
3.8
|
|
|
13.2
|
|
|||
Amortization of deferred sales commissions
|
21,343
|
|
|
31,886
|
|
|
41,066
|
|
|
(33.1
|
)
|
|
(22.4
|
)
|
|||
Trade execution, marketing, T&E and other
|
222,630
|
|
|
213,275
|
|
|
216,542
|
|
|
4.4
|
|
|
(1.5
|
)
|
|||
|
671,159
|
|
|
656,628
|
|
|
621,211
|
|
|
2.2
|
|
|
5.7
|
|
|||
General and administrative:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
General and administrative
|
448,996
|
|
|
481,488
|
|
|
426,147
|
|
|
(6.7
|
)
|
|
13.0
|
|
|||
Real estate charges
|
7,160
|
|
|
36,669
|
|
|
17,704
|
|
|
(80.5
|
)
|
|
107.1
|
|
|||
|
456,156
|
|
|
518,157
|
|
|
443,851
|
|
|
(12.0
|
)
|
|
16.7
|
|
|||
Contingent payment arrangements
|
(2,219
|
)
|
|
267
|
|
|
(20,245
|
)
|
|
(931.1
|
)
|
|
n/m
|
|
|||
Interest
|
10,359
|
|
|
8,194
|
|
|
4,765
|
|
|
26.4
|
|
|
72.0
|
|
|||
Amortization of intangible assets
|
27,781
|
|
|
27,896
|
|
|
26,311
|
|
|
(0.4
|
)
|
|
6.0
|
|
|||
Total
|
$
|
2,542,047
|
|
|
$
|
2,524,611
|
|
|
$
|
2,305,614
|
|
|
0.7
|
|
|
9.5
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Commercial paper
|
$
|
523.2
|
|
|
$
|
523.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Line of Credit
|
25.0
|
|
|
25.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases, net of sublease commitments
|
578.8
|
|
|
84.3
|
|
|
158.4
|
|
|
136.0
|
|
|
200.1
|
|
|||||
Funding commitments
|
15.3
|
|
|
6.9
|
|
|
1.8
|
|
|
1.2
|
|
|
5.4
|
|
|||||
Accrued compensation and benefits
|
255.6
|
|
|
171.1
|
|
|
49.5
|
|
|
15.0
|
|
|
20.0
|
|
|||||
Unrecognized tax benefits
(1)
|
3.9
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
2.8
|
|
|||||
Federal transition tax
(1)
|
21.8
|
|
|
1.9
|
|
|
3.8
|
|
|
5.4
|
|
|
10.7
|
|
|||||
Total
|
$
|
1,423.6
|
|
|
$
|
812.4
|
|
|
$
|
214.6
|
|
|
$
|
157.6
|
|
|
$
|
239.0
|
|
•
|
Our belief that the cash flow AB Holding realizes from its investment in AB will provide AB Holding with the resources it needs to meet its financial obligations:
AB Holding’s cash flow is dependent on the quarterly cash distributions it receives from AB. Accordingly, AB Holding’s ability to meet its financial obligations is dependent on AB’s cash flow from its operations, which is subject to the performance of the capital markets and other factors beyond our control.
|
•
|
Our financial condition and ability to access the public and private capital markets providing adequate liquidity for our general business needs:
Our financial condition is dependent on our cash flow from operations, which is subject to the performance of the capital markets, our ability to maintain and grow client assets under management and other factors beyond our control. Our ability to access public and private capital markets on reasonable terms may be limited by adverse market conditions, our firm’s credit ratings, our profitability and changes in government regulations, including tax rates and interest rates.
|
•
|
The outcome of litigation:
Litigation is inherently unpredictable, and excessive damage awards do occur. Though we have stated that we do not expect any pending legal proceedings to have a material adverse effect on our results of operations, financial condition or liquidity, any settlement or judgment with respect to a pending or future legal proceeding could be significant, and could have such an effect.
|
•
|
The possibility that we will engage in open market purchases of AB Holding Units to help fund anticipated obligations under our incentive compensation award program:
The number of AB Holding Units AB may decide to buy in future periods, if any, to help fund incentive compensation awards depends on various factors, some of which are beyond our control, including the fluctuation in the price of an AB Holding Unit (NYSE: AB) and the availability of cash to make these purchases.
|
•
|
Our determination that adjusted employee compensation expense should not exceed 50% of our adjusted net revenues:
Aggregate employee compensation reflects employee performance and competitive compensation levels. Fluctuations in our revenues and/or changes in competitive compensation levels could result in adjusted employee compensation expense exceeding 50% of our adjusted net revenues.
|
•
|
Our Relocation Strategy:
While the expenses, expense savings and EPU impact we expect will result from our Relocation Strategy are presented with numerical specificity, and we believe these figures to be reasonable as of the date of this report, the uncertainties surrounding the assumptions on which our estimates are based create a significant risk that our current estimates may not be realized. These assumptions include:
|
•
|
the amount and timing of employee relocation costs, severance, and overlapping compensation and occupancy costs we experience; and
|
•
|
the timing for execution of each phase of our relocation implementation plan.
|
•
|
Our 2020 Margin Target:
We previously adopted a goal of increasing our adjusted operating margin to a target of 30% by 2020, subject to the assumptions, factors and contingencies described as part of the initial disclosure of this target. Our adjusted operating margin for 2018 was 29.1%.
|
|
As of December 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Fair Value
|
|
Effect of -10%
Equity Price
Change
|
|
Fair Value
|
|
Effect of -10%
Equity Price
Change
|
||||||||
|
(in thousands)
|
||||||||||||||
Equity Investments:
|
|
|
|
|
|
|
|
||||||||
Trading
|
$
|
178,215
|
|
|
$
|
(17,822
|
)
|
|
$
|
214,172
|
|
|
$
|
(21,417
|
)
|
Other investments
|
101,109
|
|
|
(10,111
|
)
|
|
92,415
|
|
|
(9,242
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands,
except unit amounts)
|
||||||
ASSETS
|
|
|
|
||||
Investment in AB
|
$
|
1,490,701
|
|
|
$
|
1,544,704
|
|
Total assets
|
$
|
1,490,701
|
|
|
$
|
1,544,704
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Other liabilities
|
$
|
644
|
|
|
$
|
1,154
|
|
Total liabilities
|
644
|
|
|
1,154
|
|
||
Commitments and contingencies (
See Note 7
)
|
|
|
|
|
|
||
Partners’ capital:
|
|
|
|
||||
General Partner: 100,000 general partnership units issued and outstanding
|
1,385
|
|
|
1,411
|
|
||
Limited partners: 96,558,278 and 96,361,989 limited partnership units issued and outstanding
|
1,555,892
|
|
|
1,590,776
|
|
||
AB Holding Units held by AB to fund long-term incentive compensation plans
|
(27,759
|
)
|
|
(15,174
|
)
|
||
Accumulated other comprehensive loss
|
(39,461
|
)
|
|
(33,463
|
)
|
||
Total partners’ capital
|
1,490,057
|
|
|
1,543,550
|
|
||
Total liabilities and partners’ capital
|
$
|
1,490,701
|
|
|
$
|
1,544,704
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands, except per unit amounts)
|
||||||||||
Equity in net income attributable to AB Unitholders
|
$
|
270,647
|
|
|
$
|
232,393
|
|
|
$
|
239,389
|
|
|
|
|
|
|
|
||||||
Income taxes
|
28,250
|
|
|
24,971
|
|
|
22,803
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
242,397
|
|
|
$
|
207,422
|
|
|
$
|
216,586
|
|
|
|
|
|
|
|
||||||
Net income per unit:
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Basic
|
$
|
2.50
|
|
|
$
|
2.19
|
|
|
$
|
2.24
|
|
Diluted
|
$
|
2.50
|
|
|
$
|
2.19
|
|
|
$
|
2.23
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Net income
|
$
|
242,397
|
|
|
$
|
207,422
|
|
|
$
|
216,586
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments, before reclassification and tax
|
(6,884
|
)
|
|
9,671
|
|
|
(6,697
|
)
|
|||
Less: reclassification adjustment for (losses) included in net income upon liquidation
|
(36
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Foreign currency translation adjustments, before tax
|
(6,848
|
)
|
|
9,671
|
|
|
(6,695
|
)
|
|||
Income tax benefit
|
217
|
|
|
3
|
|
|
56
|
|
|||
Foreign currency translation adjustments, net of tax
|
(6,631
|
)
|
|
9,674
|
|
|
(6,639
|
)
|
|||
Unrealized gains on investments:
|
|
|
|
|
|
|
|
|
|||
Unrealized gains arising during period
|
—
|
|
|
2
|
|
|
4
|
|
|||
Less: reclassification adjustments for losses included in net income
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Changes in unrealized gains on investments
|
—
|
|
|
2
|
|
|
6
|
|
|||
Income tax benefit
|
—
|
|
|
2
|
|
|
—
|
|
|||
Unrealized gains on investments, net of tax
|
—
|
|
|
4
|
|
|
6
|
|
|||
Changes in employee benefit related items:
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
8
|
|
|
9
|
|
|
40
|
|
|||
Recognized actuarial gain (loss)
|
541
|
|
|
(1,115
|
)
|
|
(737
|
)
|
|||
Changes in employee benefit related items
|
549
|
|
|
(1,106
|
)
|
|
(697
|
)
|
|||
Income tax expense
|
(49
|
)
|
|
(10
|
)
|
|
(12
|
)
|
|||
Employee benefit related items, net of tax
|
500
|
|
|
(1,116
|
)
|
|
(709
|
)
|
|||
Other
|
133
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive (loss) income
|
(5,998
|
)
|
|
8,562
|
|
|
(7,342
|
)
|
|||
Comprehensive income
|
$
|
236,399
|
|
|
$
|
215,984
|
|
|
$
|
209,244
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
General Partner’s Capital
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
1,411
|
|
|
$
|
1,405
|
|
|
$
|
1,357
|
|
Impact of adoption of revenue recognition standard ASC 606
|
12
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
250
|
|
|
219
|
|
|
223
|
|
|||
Cash distributions to Unitholders
|
(288
|
)
|
|
(213
|
)
|
|
(175
|
)
|
|||
Balance, end of year
|
1,385
|
|
|
1,411
|
|
|
1,405
|
|
|||
Limited Partners’ Capital
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
1,590,776
|
|
|
1,592,240
|
|
|
1,619,841
|
|
|||
Impact of adoption of revenue recognition standard ASC 606
|
12,536
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
242,147
|
|
|
207,203
|
|
|
216,363
|
|
|||
Cash distributions to Unitholders
|
(280,434
|
)
|
|
(202,175
|
)
|
|
(169,556
|
)
|
|||
Retirement of AB Holding Units
|
(194,544
|
)
|
|
(162,206
|
)
|
|
(184,336
|
)
|
|||
Issuance of AB Holding Units to fund long-term incentive compensation plan awards
|
168,955
|
|
|
135,604
|
|
|
103,820
|
|
|||
Exercise of compensatory options to buy AB Holding Units
|
16,589
|
|
|
20,110
|
|
|
6,108
|
|
|||
Other
|
(133
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
1,555,892
|
|
|
1,590,776
|
|
|
1,592,240
|
|
|||
AB Holding Units held by AB to fund long-term incentive compensation plans
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
(15,174
|
)
|
|
(11,731
|
)
|
|
(10,669
|
)
|
|||
AB Holding Units held by AB to fund long-term incentive compensation plans
|
(12,585
|
)
|
|
(3,443
|
)
|
|
(1,062
|
)
|
|||
Balance, end of year
|
(27,759
|
)
|
|
(15,174
|
)
|
|
(11,731
|
)
|
|||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
(33,463
|
)
|
|
(42,025
|
)
|
|
(34,683
|
)
|
|||
Unrealized gain on investments, net of tax
|
—
|
|
|
4
|
|
|
6
|
|
|||
Foreign currency translation adjustment, net of tax
|
(6,631
|
)
|
|
9,674
|
|
|
(6,639
|
)
|
|||
Changes in employee benefit related items, net of tax
|
500
|
|
|
(1,116
|
)
|
|
(709
|
)
|
|||
Other
|
133
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
(39,461
|
)
|
|
(33,463
|
)
|
|
(42,025
|
)
|
|||
Total Partners’ Capital
|
$
|
1,490,057
|
|
|
$
|
1,543,550
|
|
|
$
|
1,539,889
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
242,397
|
|
|
$
|
207,422
|
|
|
$
|
216,586
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in net income attributable to AB Unitholders
|
(270,647
|
)
|
|
(232,393
|
)
|
|
(239,389
|
)
|
|||
Cash distributions received from AB
|
308,042
|
|
|
226,846
|
|
|
191,989
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
(Decrease) increase in other liabilities
|
(510
|
)
|
|
535
|
|
|
345
|
|
|||
Net cash provided by operating activities
|
279,282
|
|
|
202,410
|
|
|
169,531
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Investments in AB with proceeds from exercises of compensatory options to buy AB Holding Units
|
(16,589
|
)
|
|
(20,110
|
)
|
|
(6,108
|
)
|
|||
Net cash used in investing activities
|
(16,589
|
)
|
|
(20,110
|
)
|
|
(6,108
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Cash distributions to Unitholders
|
(280,722
|
)
|
|
(202,388
|
)
|
|
(169,731
|
)
|
|||
Capital contributions from (to) AB
|
1,440
|
|
|
(22
|
)
|
|
200
|
|
|||
Proceeds from exercise of compensatory options to buy AB Holding Units
|
16,589
|
|
|
20,110
|
|
|
6,108
|
|
|||
Net cash used in financing activities
|
(262,693
|
)
|
|
(182,300
|
)
|
|
(163,423
|
)
|
|||
|
|
|
|
|
|
||||||
Change in cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents as of beginning of the year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents as of end of the year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Cash paid:
|
|
|
|
|
|
||||||
Income taxes
|
$
|
28,766
|
|
|
$
|
24,436
|
|
|
$
|
22,456
|
|
|
|
|
|
|
|
||||||
Non-cash investing activities:
|
|
|
|
|
|
||||||
Issuance of AB Holding Units to fund long-term incentive compensation plan awards
|
168,955
|
|
|
135,604
|
|
|
103,820
|
|
|||
Retirement of AB Holding Units
|
(194,544
|
)
|
|
(162,206
|
)
|
|
(184,336
|
)
|
•
|
Institutional Services—servicing its institutional clients, including private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and affiliates such as AXA S.A. ("
AXA
"), AXA Equitable Holdings, Inc. ("
EQH
") and their respective subsidiaries, by means of separately-managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles.
|
•
|
Retail Services—servicing its retail clients, primarily by means of retail mutual funds sponsored by AB or an affiliated company, sub-advisory relationships with mutual funds sponsored by third parties, separately-managed account programs sponsored by financial intermediaries worldwide and other investment vehicles.
|
•
|
Private Wealth Management Services—servicing its private clients, including high-net-worth individuals and families, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities, by means of separately-managed accounts, hedge funds, mutual funds and other investment vehicles.
|
•
|
Bernstein Research Services—servicing institutional investors, such as pension fund, hedge fund and mutual fund managers, seeking high-quality fundamental research, quantitative services and brokerage-related services in equities and listed options.
|
•
|
Actively-managed equity strategies, with global and regional portfolios across capitalization ranges, concentration ranges and investment strategies, including value, growth and core equities;
|
•
|
Actively-managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies;
|
•
|
Passive management, including index and enhanced index strategies;
|
•
|
Alternative investments, including hedge funds, fund of funds and private equity (
e.g.
, direct lending); and
|
•
|
Multi-asset solutions and services, including dynamic asset allocation, customized target-date funds and target-risk funds.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands, except per unit amounts)
|
||||||||||
Net income - basic
|
$
|
242,397
|
|
|
$
|
207,422
|
|
|
$
|
216,586
|
|
Additional allocation of equity in net income attributable to AB resulting from assumed dilutive effect of compensatory options
|
447
|
|
|
680
|
|
|
878
|
|
|||
Net income - diluted
|
$
|
242,844
|
|
|
$
|
208,102
|
|
|
$
|
217,464
|
|
|
|
|
|
|
|
||||||
Weighted average units outstanding - basic
|
97,041
|
|
|
94,733
|
|
|
96,834
|
|
|||
Dilutive effect of compensatory options
|
251
|
|
|
430
|
|
|
554
|
|
|||
Weighted average units outstanding - diluted
|
97,292
|
|
|
95,163
|
|
|
97,388
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per unit
|
$
|
2.50
|
|
|
$
|
2.19
|
|
|
$
|
2.24
|
|
Diluted net income per unit
|
$
|
2.50
|
|
|
$
|
2.19
|
|
|
$
|
2.23
|
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Investment in AB as of January 1,
|
$
|
1,544,704
|
|
|
$
|
1,540,508
|
|
Equity in net income attributable to AB Unitholders
|
270,647
|
|
|
232,393
|
|
||
Changes in accumulated other comprehensive (loss) income
|
(5,998
|
)
|
|
8,562
|
|
||
Cash distributions received from AB
|
(308,042
|
)
|
|
(226,846
|
)
|
||
Additional investments with proceeds from exercises of compensatory options to buy AB Holding Units, net
|
16,589
|
|
|
20,110
|
|
||
Capital contributions (from) to AB
|
(1,440
|
)
|
|
22
|
|
||
AB Holding Units retired
|
(194,544
|
)
|
|
(162,206
|
)
|
||
AB Holding Units issued to fund long-term incentive compensation plans
|
168,955
|
|
|
135,604
|
|
||
Change in AB Holding Units held by AB for long-term incentive compensation plans
|
(12,585
|
)
|
|
(3,443
|
)
|
||
Impact of AB's adoption of revenue recognition standard ASC 606
|
12,548
|
|
|
—
|
|
||
Other
|
(133
|
)
|
|
—
|
|
||
Investment in AB as of December 31,
|
$
|
1,490,701
|
|
|
$
|
1,544,704
|
|
|
2018
|
|
2017
|
||
Outstanding as of January 1,
|
96,461,989
|
|
|
96,652,190
|
|
Options exercised
|
889,119
|
|
|
1,179,860
|
|
Units issued
|
6,153,320
|
|
|
5,546,695
|
|
Units retired
|
(6,846,150
|
)
|
|
(6,916,756
|
)
|
Outstanding as of December 31,
|
96,658,278
|
|
|
96,461,989
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
(in thousands)
|
|||||||||||||||||||
UBT statutory rate
|
$
|
10,826
|
|
|
4.0
|
%
|
|
$
|
9,296
|
|
|
4.0
|
%
|
|
$
|
9,576
|
|
|
4.0
|
%
|
Federal tax on partnership gross business income
|
27,674
|
|
|
10.2
|
|
|
24,520
|
|
|
10.5
|
|
|
22,342
|
|
|
9.3
|
|
|||
State income taxes
|
576
|
|
|
0.2
|
|
|
451
|
|
|
0.2
|
|
|
461
|
|
|
0.2
|
|
|||
Credit for UBT paid by AB
|
(10,826
|
)
|
|
(4.0
|
)
|
|
(9,296
|
)
|
|
(4.0
|
)
|
|
(9,576
|
)
|
|
(4.0
|
)
|
|||
Income tax expense and effective tax rate
|
$
|
28,250
|
|
|
10.4
|
|
|
$
|
24,971
|
|
|
10.7
|
|
|
$
|
22,803
|
|
|
9.5
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018-17
|
|
2017-16
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||||
Net income attributable to AB Unitholders
|
$
|
757,588
|
|
|
$
|
662,403
|
|
|
$
|
673,358
|
|
|
14.4
|
%
|
|
(1.6
|
)%
|
Multiplied by: weighted average equity ownership interest
|
35.7
|
%
|
|
35.1
|
%
|
|
35.6
|
%
|
|
|
|
|
|||||
Equity in net income attributable to AB Unitholders
|
$
|
270,647
|
|
|
$
|
232,393
|
|
|
$
|
239,389
|
|
|
16.5
|
|
|
(2.9
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
AB qualifying revenues
|
$
|
2,647,254
|
|
|
$
|
2,407,212
|
|
|
$
|
2,143,858
|
|
|
10.0
|
|
|
12.3
|
|
Multiplied by: weighted average equity ownership interest for calculating tax
|
29.9
|
%
|
|
29.1
|
%
|
|
29.8
|
%
|
|
|
|
|
|||||
Multiplied by: federal tax
|
3.5
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
|
|
|
|
|||||
Federal income taxes
|
27,674
|
|
|
24,520
|
|
|
22,342
|
|
|
|
|
|
|||||
State income taxes
|
576
|
|
|
451
|
|
|
461
|
|
|
|
|
|
|||||
Total income taxes
|
$
|
28,250
|
|
|
$
|
24,971
|
|
|
$
|
22,803
|
|
|
13.1
|
|
|
9.5
|
|
|
Quarters Ended 2018
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
|
(in thousands, except per unit amounts)
|
||||||||||||||
Equity in net income attributable to AB Unitholders
|
$
|
66,759
|
|
|
$
|
72,802
|
|
|
$
|
65,388
|
|
|
$
|
65,698
|
|
Net income
|
$
|
59,880
|
|
|
$
|
65,900
|
|
|
$
|
58,457
|
|
|
$
|
58,160
|
|
Basic net income per unit
(1)
|
$
|
0.63
|
|
|
$
|
0.68
|
|
|
$
|
0.59
|
|
|
$
|
0.60
|
|
Diluted net income per unit
(1)
|
$
|
0.63
|
|
|
$
|
0.68
|
|
|
$
|
0.59
|
|
|
$
|
0.60
|
|
Cash distributions per unit
(2)(3)
|
$
|
0.64
|
|
|
$
|
0.69
|
|
|
$
|
0.62
|
|
|
$
|
0.73
|
|
|
|
|
|
|
|
|
|
||||||||
|
Quarters Ended 2017
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
|
(in thousands, except per unit amounts)
|
||||||||||||||
Equity in net income attributable to AB Unitholders
|
$
|
85,725
|
|
|
$
|
49,055
|
|
|
$
|
47,947
|
|
|
$
|
49,666
|
|
Net income
|
$
|
78,593
|
|
|
$
|
43,178
|
|
|
$
|
41,741
|
|
|
$
|
43,910
|
|
Basic net income per unit
(1)
|
$
|
0.84
|
|
|
$
|
0.46
|
|
|
$
|
0.43
|
|
|
$
|
0.46
|
|
Diluted net income per unit
(1)
|
$
|
0.84
|
|
|
$
|
0.46
|
|
|
$
|
0.43
|
|
|
$
|
0.46
|
|
Cash distributions per unit
(2)(3)
|
$
|
0.84
|
|
|
$
|
0.51
|
|
|
$
|
0.49
|
|
|
$
|
0.46
|
|
(1)
|
Basic and diluted net income per unit are computed independently for each of the periods presented. Accordingly, the sum of the quarterly net income per unit amounts may not agree to the total for the year.
|
(2)
|
Declared and paid during the following quarter.
|
(3)
|
Cash distributions reflect the impact of AB’s non-GAAP adjustments.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands,
except unit amounts) |
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
640,206
|
|
|
$
|
671,930
|
|
Cash and securities segregated, at fair value (cost $1,169,461 and $816,350)
|
1,169,554
|
|
|
816,350
|
|
||
Receivables, net:
|
|
|
|
|
|
||
Brokers and dealers
|
197,048
|
|
|
199,690
|
|
||
Brokerage clients
|
1,718,629
|
|
|
1,647,059
|
|
||
AB funds fees
|
217,470
|
|
|
212,115
|
|
||
Other fees
|
127,462
|
|
|
130,119
|
|
||
Investments:
|
|
|
|
|
|
||
Long-term incentive compensation-related
|
52,429
|
|
|
66,034
|
|
||
Other
|
661,915
|
|
|
377,555
|
|
||
Assets of consolidated company-sponsored investment funds:
|
|
|
|
||||
Cash and cash equivalents
|
13,118
|
|
|
326,518
|
|
||
Investments
|
351,696
|
|
|
1,246,283
|
|
||
Other assets
|
22,840
|
|
|
35,397
|
|
||
Furniture, equipment and leasehold improvements, net
|
155,519
|
|
|
157,569
|
|
||
Goodwill
|
3,066,700
|
|
|
3,066,700
|
|
||
Intangible assets, net
|
79,424
|
|
|
105,784
|
|
||
Deferred sales commissions, net
|
17,148
|
|
|
30,126
|
|
||
Other assets
|
297,940
|
|
|
193,505
|
|
||
Total assets
|
$
|
8,789,098
|
|
|
$
|
9,282,734
|
|
|
|
|
|
||||
LIABILITIES AND CAPITAL
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
||
Payables:
|
|
|
|
|
|
||
Brokers and dealers
|
$
|
290,960
|
|
|
$
|
237,861
|
|
Securities sold not yet purchased
|
8,623
|
|
|
29,961
|
|
||
Brokerage clients
|
3,095,458
|
|
|
2,229,371
|
|
||
AB mutual funds
|
74,599
|
|
|
82,967
|
|
||
Accounts payable and accrued expenses
|
412,313
|
|
|
503,227
|
|
||
Liabilities of consolidated company-sponsored investment funds
|
22,610
|
|
|
698,101
|
|
||
Accrued compensation and benefits
|
273,250
|
|
|
270,610
|
|
||
Debt
|
546,267
|
|
|
565,745
|
|
||
Total liabilities
|
4,724,080
|
|
|
4,617,843
|
|
||
Commitments and contingencies (See Note 14)
|
|
|
|
||||
Redeemable non-controlling interest
|
148,809
|
|
|
601,587
|
|
||
Capital:
|
|
|
|
|
|
||
General Partner
|
40,240
|
|
|
41,221
|
|
||
Limited partners: 268,850,276 and 268,659,333 units issued and outstanding
|
4,075,306
|
|
|
4,168,841
|
|
||
Receivables from affiliates
|
(11,430
|
)
|
|
(11,494
|
)
|
||
AB Holding Units held for long-term incentive compensation plans
|
(77,990
|
)
|
|
(42,688
|
)
|
||
Accumulated other comprehensive loss
|
(110,866
|
)
|
|
(94,140
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Partners’ capital attributable to AB Unitholders
|
3,915,260
|
|
|
4,061,740
|
|
||
Non-redeemable non-controlling interests in consolidated entities
|
949
|
|
|
1,564
|
|
||
Total capital
|
3,916,209
|
|
|
4,063,304
|
|
||
Total liabilities and capital
|
$
|
8,789,098
|
|
|
$
|
9,282,734
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands, except per unit amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Investment advisory and services fees
|
$
|
2,362,211
|
|
|
$
|
2,201,305
|
|
|
$
|
1,933,471
|
|
Bernstein research services
|
439,432
|
|
|
449,919
|
|
|
479,875
|
|
|||
Distribution revenues
|
418,562
|
|
|
412,063
|
|
|
384,405
|
|
|||
Dividend and interest income
|
98,226
|
|
|
71,162
|
|
|
46,939
|
|
|||
Investment gains (losses)
|
2,653
|
|
|
92,102
|
|
|
93,353
|
|
|||
Other revenues
|
98,676
|
|
|
97,135
|
|
|
99,859
|
|
|||
Total revenues
|
3,419,760
|
|
|
3,323,686
|
|
|
3,037,902
|
|
|||
Less: Interest expense
|
52,399
|
|
|
25,165
|
|
|
9,123
|
|
|||
Net revenues
|
3,367,361
|
|
|
3,298,521
|
|
|
3,028,779
|
|
|||
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Employee compensation and benefits
|
1,378,811
|
|
|
1,313,469
|
|
|
1,229,721
|
|
|||
Promotion and servicing:
|
|
|
|
|
|
|
|
|
|||
Distribution-related payments
|
427,186
|
|
|
411,467
|
|
|
363,603
|
|
|||
Amortization of deferred sales commissions
|
21,343
|
|
|
31,886
|
|
|
41,066
|
|
|||
Trade execution, marketing, T&E and other
|
222,630
|
|
|
213,275
|
|
|
216,542
|
|
|||
General and administrative:
|
|
|
|
|
|
|
|
|
|||
General and administrative
|
448,996
|
|
|
481,488
|
|
|
426,147
|
|
|||
Real estate charges
|
7,160
|
|
|
36,669
|
|
|
17,704
|
|
|||
Contingent payment arrangements
|
(2,219
|
)
|
|
267
|
|
|
(20,245
|
)
|
|||
Interest on borrowings
|
10,359
|
|
|
8,194
|
|
|
4,765
|
|
|||
Amortization of intangible assets
|
27,781
|
|
|
27,896
|
|
|
26,311
|
|
|||
Total expenses
|
2,542,047
|
|
|
2,524,611
|
|
|
2,305,614
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
825,314
|
|
|
773,910
|
|
|
723,165
|
|
|||
|
|
|
|
|
|
||||||
Income tax
|
45,816
|
|
|
53,110
|
|
|
28,319
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
779,498
|
|
|
720,800
|
|
|
694,846
|
|
|||
|
|
|
|
|
|
||||||
Net income of consolidated entities attributable to non-controlling interests
|
21,910
|
|
|
58,397
|
|
|
21,488
|
|
|||
|
|
|
|
|
|
||||||
Net income attributable to AB Unitholders
|
$
|
757,588
|
|
|
$
|
662,403
|
|
|
$
|
673,358
|
|
|
|
|
|
|
|
||||||
Net income per AB Unit:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
2.79
|
|
|
$
|
2.46
|
|
|
$
|
2.48
|
|
Diluted
|
$
|
2.78
|
|
|
$
|
2.45
|
|
|
$
|
2.47
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Net income
|
$
|
779,498
|
|
|
$
|
720,800
|
|
|
$
|
694,846
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, before reclassification and tax:
|
(19,337
|
)
|
|
28,123
|
|
|
(19,849
|
)
|
|||
Less: reclassification adjustment for losses included in net income upon liquidation
|
(100
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Foreign currency translation adjustments, before tax
|
(19,237
|
)
|
|
28,123
|
|
|
(19,843
|
)
|
|||
Income tax expense
|
620
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustments, net of tax
|
(18,617
|
)
|
|
28,123
|
|
|
(19,843
|
)
|
|||
Unrealized gains on investments:
|
|
|
|
|
|
||||||
Unrealized gains arising during period
|
—
|
|
|
6
|
|
|
10
|
|
|||
Less: reclassification adjustment for losses included in net income
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
Changes in unrealized gains on investments
|
—
|
|
|
6
|
|
|
16
|
|
|||
Income tax benefit (expense)
|
—
|
|
|
3
|
|
|
(7
|
)
|
|||
Unrealized gains on investments, net of tax
|
—
|
|
|
9
|
|
|
9
|
|
|||
Changes in employee benefit related items:
|
|
|
|
|
|
|
|
|
|||
Amortization of prior service cost
|
24
|
|
|
24
|
|
|
93
|
|
|||
Recognized actuarial gain (loss)
|
1,586
|
|
|
(3,190
|
)
|
|
(3,043
|
)
|
|||
Changes in employee benefit related items
|
1,610
|
|
|
(3,166
|
)
|
|
(2,950
|
)
|
|||
Income tax expense
|
(139
|
)
|
|
(27
|
)
|
|
(22
|
)
|
|||
Employee benefit related items, net of tax
|
1,471
|
|
|
(3,193
|
)
|
|
(2,972
|
)
|
|||
Other
|
374
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive (loss) gain
|
(16,772
|
)
|
|
24,939
|
|
|
(22,806
|
)
|
|||
Less: Comprehensive income in consolidated entities attributable to non-controlling interests
|
21,864
|
|
|
59,379
|
|
|
21,426
|
|
|||
Comprehensive income attributable to AB Unitholders
|
$
|
740,862
|
|
|
$
|
686,360
|
|
|
$
|
650,614
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
General Partner’s Capital
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
41,221
|
|
|
$
|
41,100
|
|
|
$
|
40,498
|
|
Impact of adoption of revenue recognition standard ASC 606
|
349
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
7,576
|
|
|
6,624
|
|
|
6,733
|
|
|||
Cash distributions to General Partner
|
(8,608
|
)
|
|
(6,449
|
)
|
|
(5,384
|
)
|
|||
Long-term incentive compensation plans activity
|
(39
|
)
|
|
211
|
|
|
58
|
|
|||
(Retirement) issuance of AB Units, net
|
(256
|
)
|
|
(266
|
)
|
|
(805
|
)
|
|||
Other
|
(3
|
)
|
|
1
|
|
|
—
|
|
|||
Balance, end of year
|
40,240
|
|
|
41,221
|
|
|
41,100
|
|
|||
Limited Partners' Capital
|
|
|
|
|
|
||||||
Balance, beginning of year
|
4,168,841
|
|
|
4,154,810
|
|
|
4,091,433
|
|
|||
Impact of adoption of revenue recognition standard ASC 606
|
34,601
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
750,012
|
|
|
655,779
|
|
|
666,625
|
|
|||
Cash distributions to Unitholders
|
(849,585
|
)
|
|
(637,690
|
)
|
|
(532,180
|
)
|
|||
Long-term incentive compensation plans activity
|
(3,880
|
)
|
|
20,859
|
|
|
5,802
|
|
|||
(Retirement) issuance of AB Units, net
|
(25,486
|
)
|
|
(27,339
|
)
|
|
(80,084
|
)
|
|||
Other
|
803
|
|
|
2,422
|
|
|
3,214
|
|
|||
Balance, end of year
|
4,075,306
|
|
|
4,168,841
|
|
|
4,154,810
|
|
|||
Receivables from Affiliates
|
|
|
|
|
|
||||||
Balance, beginning of year
|
(11,494
|
)
|
|
(12,830
|
)
|
|
(14,498
|
)
|
|||
Capital contributions from General Partner
|
19
|
|
|
344
|
|
|
1,200
|
|
|||
Compensation plan accrual
|
352
|
|
|
156
|
|
|
313
|
|
|||
Capital contributions from AB Holding
|
(307
|
)
|
|
836
|
|
|
155
|
|
|||
Balance, end of year
|
(11,430
|
)
|
|
(11,494
|
)
|
|
(12,830
|
)
|
|||
AB Holding Units held for Long-term Incentive Compensation Plans
|
|
|
|
|
|
||||||
Balance, beginning of year
|
(42,688
|
)
|
|
(32,967
|
)
|
|
(29,332
|
)
|
|||
Purchases of AB Holding Units to fund long-term compensation plans, net
|
(267,427
|
)
|
|
(219,627
|
)
|
|
(235,893
|
)
|
|||
Retirement (issuance) of AB Units, net
|
25,589
|
|
|
26,603
|
|
|
80,515
|
|
|||
Long-term incentive compensation awards expense
|
187,514
|
|
|
185,234
|
|
|
152,012
|
|
|||
Re-valuation of AB Holding Units held in rabbi trust
|
19,022
|
|
|
(1,931
|
)
|
|
(269
|
)
|
|||
Balance, end of year
|
(77,990
|
)
|
|
(42,688
|
)
|
|
(32,967
|
)
|
|||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
||||||
Balance, beginning of year
|
(94,140
|
)
|
|
(118,096
|
)
|
|
(95,353
|
)
|
|||
Unrealized gain (loss) on investments, net of tax
|
—
|
|
|
9
|
|
|
9
|
|
|||
Foreign currency translation adjustment, net of tax
|
(18,571
|
)
|
|
27,140
|
|
|
(19,780
|
)
|
|||
Changes in employee benefit related items, net of tax
|
1,471
|
|
|
(3,193
|
)
|
|
(2,972
|
)
|
|||
Other
|
374
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
(110,866
|
)
|
|
(94,140
|
)
|
|
(118,096
|
)
|
|||
Total Partners' Capital attributable to AB Unitholders
|
3,915,260
|
|
|
4,061,740
|
|
|
4,032,017
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Non-redeemable Non-controlling Interests in Consolidated Entities
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
1,564
|
|
|
36,172
|
|
|
24,473
|
|
|||
Net income
|
69
|
|
|
9,632
|
|
|
11,398
|
|
|||
Foreign currency translation adjustment
|
(46
|
)
|
|
983
|
|
|
(63
|
)
|
|||
Purchase of non-controlling interest
|
—
|
|
|
(2,006
|
)
|
|
—
|
|
|||
Distributions (to) from non-controlling interests of our consolidated venture capital fund activities
|
(638
|
)
|
|
(43,217
|
)
|
|
364
|
|
|||
Balance, end of year
|
949
|
|
|
1,564
|
|
|
36,172
|
|
|||
Total Capital
|
$
|
3,916,209
|
|
|
$
|
4,063,304
|
|
|
$
|
4,068,189
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
779,498
|
|
|
$
|
720,800
|
|
|
$
|
694,846
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of deferred sales commissions
|
21,343
|
|
|
31,886
|
|
|
41,066
|
|
|||
Non-cash long-term incentive compensation expense
|
187,514
|
|
|
185,234
|
|
|
152,162
|
|
|||
Depreciation and other amortization
|
70,000
|
|
|
66,999
|
|
|
59,026
|
|
|||
Unrealized losses (gains) on investments
|
23,164
|
|
|
3,554
|
|
|
(28,204
|
)
|
|||
Unrealized (gains) on investments of consolidated company-sponsored investment funds
|
(14,217
|
)
|
|
(36,340
|
)
|
|
(29,121
|
)
|
|||
Losses on real estate asset write-offs
|
38
|
|
|
8,161
|
|
|
5,456
|
|
|||
Other, net
|
(6,484
|
)
|
|
5,028
|
|
|
3,629
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Consolidation of cash and cash equivalents of consolidated company-sponsored investment funds
|
—
|
|
|
—
|
|
|
358,534
|
|
|||
(Increase) decrease in securities, segregated
|
(353,204
|
)
|
|
129,747
|
|
|
(380,823
|
)
|
|||
(Increase) decrease in receivables
|
(207,000
|
)
|
|
67,539
|
|
|
(296,233
|
)
|
|||
(Increase) decrease in investments
|
(294,383
|
)
|
|
293
|
|
|
187,752
|
|
|||
Decrease (increase) in investments of consolidated company-sponsored investment funds
|
908,804
|
|
|
(639,067
|
)
|
|
(342,938
|
)
|
|||
(Increase) decrease in deferred sales commissions
|
(8,365
|
)
|
|
1,878
|
|
|
(5,886
|
)
|
|||
(Increase) decrease in other assets
|
(152,726
|
)
|
|
(2,255
|
)
|
|
13,517
|
|
|||
(Decrease) increase in other assets and liabilities of consolidated company-sponsored investment funds
|
(662,934
|
)
|
|
417,674
|
|
|
229,524
|
|
|||
Increase (decrease) in payables
|
1,024,317
|
|
|
(338,523
|
)
|
|
886,520
|
|
|||
(Decrease) increase in accounts payable and accrued expenses
|
(11,225
|
)
|
|
10,657
|
|
|
2,459
|
|
|||
Increase (decrease) in accrued compensation and benefits
|
4,341
|
|
|
12,187
|
|
|
(3,238
|
)
|
|||
Net cash provided by operating activities
|
1,308,481
|
|
|
645,452
|
|
|
1,548,048
|
|
|||
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of investments
|
—
|
|
|
(12
|
)
|
|
—
|
|
|||
Proceeds from sales of investments
|
—
|
|
|
11
|
|
|
372
|
|
|||
Purchases of furniture, equipment and leasehold improvements
|
(32,789
|
)
|
|
(39,417
|
)
|
|
(36,728
|
)
|
|||
Proceeds from sales of furniture, equipment and leasehold improvements
|
—
|
|
|
75
|
|
|
15
|
|
|||
Purchase of intangible asset
|
—
|
|
|
—
|
|
|
(2,500
|
)
|
|||
Purchase of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(20,541
|
)
|
|||
Net cash used in investing activities
|
(32,789
|
)
|
|
(39,343
|
)
|
|
(59,382
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Issuance (repayment) of commercial paper, net
|
24,546
|
|
|
(28,553
|
)
|
|
(72,003
|
)
|
|||
(Repayment) proceeds from bank loans
|
(50,000
|
)
|
|
75,000
|
|
|
—
|
|
|||
Increase (decrease) in overdrafts payable
|
3,273
|
|
|
63,393
|
|
|
(84,512
|
)
|
|||
Distributions to General Partner and Unitholders
|
(858,193
|
)
|
|
(644,139
|
)
|
|
(537,564
|
)
|
|||
Capital contributions (to) from non-controlling interests in consolidated entities
|
(638
|
)
|
|
(43,217
|
)
|
|
364
|
|
|||
(Redemptions) purchases of non-controlling interests of consolidated company-sponsored investment funds, net
|
(472,143
|
)
|
|
163,164
|
|
|
(132,837
|
)
|
|||
Capital contributions (to) from affiliates
|
(1,421
|
)
|
|
366
|
|
|
1,000
|
|
|||
Payments of contingent payment arrangements/purchase of shares
|
(1,093
|
)
|
|
(7,592
|
)
|
|
(5,545
|
)
|
|||
Additional investments by AB Holding with proceeds from exercise of compensatory options to buy AB Holding Units
|
16,589
|
|
|
20,110
|
|
|
6,108
|
|
|||
Purchases of AB Holding Units to fund long-term incentive compensation plan awards, net
|
(267,427
|
)
|
|
(219,627
|
)
|
|
(235,893
|
)
|
|||
Purchases of AB Units
|
(153
|
)
|
|
(1,003
|
)
|
|
(374
|
)
|
|||
Other
|
(1,998
|
)
|
|
(1,833
|
)
|
|
(22
|
)
|
|||
Net cash used in financing activities
|
(1,608,658
|
)
|
|
(623,931
|
)
|
|
(1,061,278
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(12,158
|
)
|
|
21,760
|
|
|
(10,178
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(345,124
|
)
|
|
3,938
|
|
|
417,210
|
|
|||
Cash and cash equivalents as of beginning of the period
|
998,448
|
|
|
994,510
|
|
|
577,300
|
|
|||
Cash and cash equivalents as of end of the period
|
$
|
653,324
|
|
|
$
|
998,448
|
|
|
$
|
994,510
|
|
|
|
|
|
|
|
||||||
Cash paid:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
60,286
|
|
|
$
|
30,975
|
|
|
$
|
11,148
|
|
Income taxes paid
|
41,946
|
|
|
67,421
|
|
|
27,387
|
|
|||
|
|
|
|
|
|
||||||
Non-cash investing activities:
|
|
|
|
|
|
||||||
Fair value of assets acquired
|
—
|
|
|
—
|
|
|
33,583
|
|
|||
Fair value of liabilities assumed
|
—
|
|
|
—
|
|
|
1,149
|
|
|||
Non-cash financing activities:
|
|
|
|
|
|
||||||
Payables recorded under contingent payment arrangements
|
—
|
|
|
—
|
|
|
11,893
|
|
•
|
Institutional Services—servicing our institutional clients, including private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and affiliates such as AXA S.A. ("
AXA
"), AXA Equitable Holdings, Inc. ("
EQH
") and their respective subsidiaries, by means of separately-managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles.
|
•
|
Retail Services—servicing our retail clients, primarily by means of retail mutual funds sponsored by AB or an affiliated company, sub-advisory relationships with mutual funds sponsored by third parties, separately-managed account programs sponsored by financial intermediaries worldwide and other investment vehicles.
|
•
|
Private Wealth Management Services—servicing our private clients, including high-net-worth individuals and families, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities, by means of separately-managed accounts, hedge funds, mutual funds and other investment vehicles.
|
•
|
Bernstein Research Services—servicing institutional investors, such as pension fund, hedge fund and mutual fund managers, seeking high-quality fundamental research, quantitative services and brokerage-related services in equities and listed options.
|
•
|
Actively-managed equity strategies, with global and regional portfolios across capitalization ranges, concentration ranges and investment strategies, including value, growth and core equities
;
|
•
|
Actively-managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies;
|
•
|
Passive management, including index and enhanced index strategies;
|
•
|
Alternative investments, including hedge funds, fund of funds and private equity (
e.g.
, direct lending); and
|
•
|
Multi-asset solutions and services, including dynamic asset allocation, customized target-date funds and target-risk funds.
|
EQH and its subsidiaries
|
63.6
|
%
|
AB Holding
|
35.6
|
|
Unaffiliated holders
|
0.8
|
|
|
100.0
|
%
|
•
|
revenues related to our middle market lending business previously presented as other revenues are now presented as investment advisory and services fees in the consolidated statements of income;
|
•
|
payments to financial intermediaries for administrative services, sub-accounting services and maintenance of books and records for certain funds previously presented as distribution-related payments are now presented as trade execution, marketing, T&E and other expenses in the consolidated statements of income;
|
•
|
research and miscellaneous fees related to our brokers dealers previously presented as other assets are now presented as other fees receivables in the consolidated statements of financial condition; and
|
•
|
income tax payable and receivable as well as deferred tax assets and liabilities are now shown net by jurisdiction in the consolidated statements of financial condition.
|
•
|
We engage in open-market purchases of AB Holding Units or purchase newly-issued AB Holding Units from AB Holding that are awarded to participants and keep them in a consolidated rabbi trust.
|
•
|
Quarterly distributions on vested and unvested AB Holding Units are paid currently to participants, regardless of whether or not a long-term deferral election has been made.
|
•
|
Interest on deferred cash is accrued monthly based on our monthly weighted average cost of funds.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
|||||||||||
Subject to contracts with customers:
|
|
|
|
|
|
|
||||||
Investment advisory and services fees
|
|
|
|
|
|
|
||||||
Base fees
|
|
$
|
2,244,068
|
|
|
$
|
2,106,525
|
|
|
$
|
1,900,719
|
|
Performance-based fees
|
|
118,143
|
|
|
94,780
|
|
|
32,752
|
|
|||
Bernstein research services
|
|
439,432
|
|
|
449,919
|
|
|
479,875
|
|
|||
Distribution revenues
|
|
|
|
|
|
|
||||||
All-in-management fees
|
|
254,477
|
|
|
245,367
|
|
|
197,766
|
|
|||
12b-1 fees
|
|
87,166
|
|
|
94,972
|
|
|
114,641
|
|
|||
Other
|
|
76,919
|
|
|
71,724
|
|
|
71,998
|
|
|||
Other revenues
|
|
|
|
|
|
|
||||||
Shareholder servicing fees
|
|
75,974
|
|
|
75,024
|
|
|
77,690
|
|
|||
Other
|
|
19,211
|
|
|
17,838
|
|
|
16,703
|
|
|||
|
|
3,315,390
|
|
|
3,156,149
|
|
|
2,892,144
|
|
|||
Not subject to contracts with customers:
|
|
|
|
|
|
|
||||||
Dividend and interest income, net of interest expense
|
|
45,827
|
|
|
45,997
|
|
|
37,816
|
|
|||
Investment gains (losses)
|
|
2,653
|
|
|
92,102
|
|
|
93,353
|
|
|||
Other revenues
|
|
3,491
|
|
|
4,273
|
|
|
5,466
|
|
|||
|
|
51,971
|
|
|
142,372
|
|
|
136,635
|
|
|||
Total net revenues
|
|
$
|
3,367,361
|
|
|
$
|
3,298,521
|
|
|
$
|
3,028,779
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Balance as of January 1,
|
$
|
113,635
|
|
|
$
|
112,932
|
|
Expense incurred
|
7,122
|
|
|
28,507
|
|
||
Deferred rent
|
—
|
|
|
7,083
|
|
||
Payments made (net)
|
(39,345
|
)
|
|
(39,122
|
)
|
||
Interest accretion
|
4,412
|
|
|
4,235
|
|
||
Balance as of end of period
|
$
|
85,824
|
|
|
$
|
113,635
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands, except per unit amounts)
|
||||||||||
Net income attributable to AB Unitholders
|
$
|
757,588
|
|
|
$
|
662,403
|
|
|
$
|
673,358
|
|
|
|
|
|
|
|
||||||
Weighted average units outstanding—basic
|
269,236
|
|
|
266,955
|
|
|
269,084
|
|
|||
Dilutive effect of compensatory options to buy AB Holding Units
|
251
|
|
|
430
|
|
|
554
|
|
|||
Weighted average units outstanding—diluted
|
269,487
|
|
|
267,385
|
|
|
269,638
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per AB Unit
|
$
|
2.79
|
|
|
$
|
2.46
|
|
|
$
|
2.48
|
|
Diluted net income per AB Unit
|
$
|
2.78
|
|
|
$
|
2.45
|
|
|
$
|
2.47
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
U.S. Treasury Bills
|
$
|
392,424
|
|
|
$
|
52,609
|
|
Equity securities:
|
|
|
|
||||
Long-term incentive compensation-related
|
38,883
|
|
|
51,758
|
|
||
Seed capital
|
105,951
|
|
|
160,672
|
|
||
Other
|
73,409
|
|
|
81,154
|
|
||
Exchange-traded options
|
2,568
|
|
|
4,981
|
|
||
Investments in limited partnership hedge funds:
|
|
|
|
||||
Long-term incentive compensation-related
|
13,546
|
|
|
14,276
|
|
||
Seed capital
|
67,153
|
|
|
22,923
|
|
||
Private equity (seed capital)
|
—
|
|
|
38,186
|
|
||
Time deposits
|
8,783
|
|
|
5,138
|
|
||
Other
|
11,627
|
|
|
11,892
|
|
||
Total investments
|
$
|
714,344
|
|
|
$
|
443,589
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Net (loss) gain recognized during the period
|
$
|
(21,797
|
)
|
|
$
|
20,873
|
|
Less: net gains recognized during the period on equity securities sold during the period
|
1,515
|
|
|
24,594
|
|
||
Unrealized losses recognized during the period on equity securities held
|
$
|
(23,312
|
)
|
|
$
|
(3,721
|
)
|
|
Notional
Value
|
|
Derivative
Assets
|
|
Derivative
Liabilities
|
|
Gains
(Losses)
|
||||||||
|
(in thousands)
|
||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Exchange-traded futures
|
$
|
218,657
|
|
|
$
|
1,594
|
|
|
$
|
2,534
|
|
|
$
|
3,515
|
|
Currency forwards
|
87,019
|
|
|
7,647
|
|
|
7,582
|
|
|
379
|
|
||||
Interest rate swaps
|
112,658
|
|
|
1,649
|
|
|
1,959
|
|
|
(125
|
)
|
||||
Credit default swaps
|
94,657
|
|
|
2,888
|
|
|
2,685
|
|
|
335
|
|
||||
Total return swaps
|
99,038
|
|
|
3,301
|
|
|
62
|
|
|
8,246
|
|
||||
Total derivatives
|
$
|
612,029
|
|
|
$
|
17,079
|
|
|
$
|
14,822
|
|
|
$
|
12,350
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Exchange-traded futures
|
$
|
242,355
|
|
|
$
|
948
|
|
|
$
|
2,540
|
|
|
$
|
(15,343
|
)
|
Currency forwards
|
126,503
|
|
|
8,306
|
|
|
8,058
|
|
|
(457
|
)
|
||||
Interest rate swaps
|
43,309
|
|
|
951
|
|
|
870
|
|
|
(137
|
)
|
||||
Credit default swaps
|
74,600
|
|
|
1,247
|
|
|
2,465
|
|
|
(1,757
|
)
|
||||
Total return swaps
|
68,106
|
|
|
167
|
|
|
390
|
|
|
(6,167
|
)
|
||||
Total derivatives
|
$
|
554,873
|
|
|
$
|
11,619
|
|
|
$
|
14,323
|
|
|
$
|
(23,861
|
)
|
|
Gross
Amounts of Recognized Assets |
|
Gross
Amounts Offset in the Statement of Financial Condition |
|
Net
Amounts of Assets Presented in the Statement of Financial Condition |
|
Financial
Instruments |
|
Cash Collateral
Received |
|
Net
Amount |
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities borrowed
|
$
|
64,856
|
|
|
$
|
—
|
|
|
$
|
64,856
|
|
|
$
|
(64,217
|
)
|
|
$
|
—
|
|
|
$
|
639
|
|
Derivatives
|
$
|
17,079
|
|
|
$
|
—
|
|
|
$
|
17,079
|
|
|
$
|
—
|
|
|
$
|
(4,831
|
)
|
|
$
|
12,248
|
|
Long exchange-traded options
|
$
|
2,568
|
|
|
$
|
—
|
|
|
$
|
2,568
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,568
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities borrowed
|
$
|
85,371
|
|
|
$
|
—
|
|
|
$
|
85,371
|
|
|
$
|
(82,353
|
)
|
|
$
|
—
|
|
|
$
|
3,018
|
|
Derivatives
|
$
|
11,619
|
|
|
$
|
—
|
|
|
$
|
11,619
|
|
|
$
|
—
|
|
|
$
|
(519
|
)
|
|
$
|
11,100
|
|
Long exchange-traded options
|
$
|
4,981
|
|
|
$
|
—
|
|
|
$
|
4,981
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,981
|
|
|
Gross
Amounts of Recognized Liabilities |
|
Gross
Amounts Offset in the Statement of Financial Condition |
|
Net
Amounts of Liabilities Presented in the Statement of Financial Condition |
|
Financial
Instruments |
|
Cash Collateral
Pledged |
|
Net
Amount |
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities loaned
|
$
|
59,526
|
|
|
$
|
—
|
|
|
$
|
59,526
|
|
|
$
|
(59,526
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives
|
$
|
14,822
|
|
|
$
|
—
|
|
|
$
|
14,822
|
|
|
$
|
—
|
|
|
$
|
(4,458
|
)
|
|
$
|
10,364
|
|
Short exchange-traded options
|
$
|
3,782
|
|
|
$
|
—
|
|
|
$
|
3,782
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,782
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities loaned
|
$
|
37,960
|
|
|
$
|
—
|
|
|
$
|
37,960
|
|
|
$
|
(37,922
|
)
|
|
$
|
—
|
|
|
$
|
38
|
|
Derivatives
|
$
|
14,323
|
|
|
$
|
—
|
|
|
$
|
14,323
|
|
|
$
|
—
|
|
|
$
|
(8,794
|
)
|
|
$
|
5,529
|
|
Short exchange-traded options
|
$
|
13,585
|
|
|
$
|
—
|
|
|
$
|
13,585
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,585
|
|
•
|
Level 1—Quoted prices in active markets are available for identical assets or liabilities as of the reported date.
|
•
|
Level 2—Quoted prices in markets that are not active or other pricing inputs that are either directly or indirectly observable as of the reported date.
|
•
|
Level 3—Prices or valuation techniques that are both significant to the fair value measurement and unobservable as of the reported date. These financial instruments do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
NAV Expedient
(1)
|
|
Other
|
|
Total
|
||||||||||||
December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money markets
|
$
|
102,888
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
102,888
|
|
Securities segregated (U.S. Treasury Bills)
|
—
|
|
|
1,169,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,169,554
|
|
||||||
Derivatives
|
1,594
|
|
|
15,485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,079
|
|
||||||
Investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury Bills
|
—
|
|
|
392,424
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
392,424
|
|
||||||
Equity securities
|
209,414
|
|
|
8,372
|
|
|
142
|
|
|
315
|
|
|
—
|
|
|
218,243
|
|
||||||
Long exchange-traded options
|
2,568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,568
|
|
||||||
Limited partnership hedge
funds
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,699
|
|
|
80,699
|
|
||||||
Time deposits
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,783
|
|
|
8,783
|
|
||||||
Other investments
|
4,269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,358
|
|
|
11,627
|
|
||||||
Total investments
|
216,251
|
|
|
400,796
|
|
|
142
|
|
|
315
|
|
|
96,840
|
|
|
714,344
|
|
||||||
Total assets measured at fair value
|
$
|
320,733
|
|
|
$
|
1,585,835
|
|
|
$
|
142
|
|
|
$
|
315
|
|
|
$
|
96,840
|
|
|
$
|
2,003,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities sold not yet purchased
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short equities – corporate
|
$
|
4,841
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,841
|
|
Short exchange-traded options
|
3,782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,782
|
|
||||||
Derivatives
|
2,534
|
|
|
12,288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,822
|
|
||||||
Contingent payment arrangements
|
—
|
|
|
—
|
|
|
7,336
|
|
|
—
|
|
|
—
|
|
|
7,336
|
|
||||||
Total liabilities measured at fair value
|
$
|
11,157
|
|
|
$
|
12,288
|
|
|
$
|
7,336
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,781
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
NAV Expedient
(1)
|
|
Other
|
|
Total
|
||||||||||||
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money markets
|
$
|
62,071
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,071
|
|
Securities segregated (U.S. Treasury Bills)
|
—
|
|
|
816,350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
816,350
|
|
||||||
Derivatives
|
948
|
|
|
10,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,619
|
|
||||||
Investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury Bills
|
—
|
|
|
52,609
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,609
|
|
||||||
Equity securities
|
273,674
|
|
|
19,699
|
|
|
117
|
|
|
94
|
|
|
—
|
|
|
293,584
|
|
||||||
Long exchange-traded options
|
4,981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,981
|
|
||||||
Limited partnership hedge
funds
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,199
|
|
|
37,199
|
|
||||||
Private equity
|
—
|
|
|
—
|
|
|
954
|
|
|
37,232
|
|
|
—
|
|
|
38,186
|
|
||||||
Time deposits
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,138
|
|
|
5,138
|
|
||||||
Other investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,892
|
|
|
11,892
|
|
||||||
Total investments
|
278,655
|
|
|
72,308
|
|
|
1,071
|
|
|
37,326
|
|
|
54,229
|
|
|
443,589
|
|
||||||
Total assets measured at fair value
|
$
|
341,674
|
|
|
$
|
899,329
|
|
|
$
|
1,071
|
|
|
$
|
37,326
|
|
|
$
|
54,229
|
|
|
$
|
1,333,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities sold not yet purchased
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short equities – corporate
|
$
|
16,376
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,376
|
|
Short exchange-traded options
|
13,585
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,585
|
|
||||||
Derivatives
|
2,540
|
|
|
11,783
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,323
|
|
||||||
Contingent payment arrangements
|
—
|
|
|
—
|
|
|
10,855
|
|
|
—
|
|
|
—
|
|
|
10,855
|
|
||||||
Total liabilities measured at fair value
|
$
|
32,501
|
|
|
$
|
11,783
|
|
|
$
|
10,855
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55,139
|
|
•
|
Money markets:
We invest excess cash in various money market funds that are valued based on quoted prices in active markets; these are included in Level 1 of the valuation hierarchy.
|
•
|
Treasury Bills:
We hold U.S. Treasury Bills, which are primarily segregated in a special reserve bank custody account as required by Rule 15c3-3 of the Exchange Act. These securities are valued based on quoted yields in secondary markets and are included in Level 2 of the valuation hierarchy.
|
•
|
Equity securities:
Our equity securities consist principally of company-sponsored mutual funds with NAVs and various separately-managed portfolios consisting primarily of equity and fixed income mutual funds with quoted prices in active
|
•
|
Derivatives:
We hold exchange-traded futures with counterparties that are included in Level 1 of the valuation hierarchy. In addition, we also hold currency forward contracts, interest rate swaps, credit default swaps, option swaps and total return swaps with counterparties that are valued based on observable inputs from recognized pricing vendors, which are included in Level 2 of the valuation hierarchy.
|
•
|
Options:
We hold long exchange-traded options that are included in Level 1 of the valuation hierarchy.
|
•
|
Private equity:
Generally, the valuation of private equity investments requires significant management judgment due to the absence of quoted market prices, inherent lack of liquidity and the long-term nature of such investments. Private equity investments are valued initially at cost. The carrying values of private equity investments are adjusted either up or down from cost to reflect expected exit values as evidenced by financing and sale transactions with third parties, or when determination of a valuation adjustment is confirmed through ongoing review in accordance with our valuation policies and procedures. A variety of factors are reviewed and monitored to assess positive and negative changes in valuation, including current operating performance and future expectations of investee companies, industry valuations of comparable public companies, changes in market outlooks, and the third party financing environment over time. In determining valuation adjustments resulting from the investment review process, particular emphasis is placed on current company performance and market conditions. For these reasons, which make the fair value of private equity investments unobservable, equity investments are included in Level 3 of the valuation hierarchy. If private equity investments become publicly traded, they are included in Level 1 of the valuation hierarchy; provided, however, if they contain trading restrictions, publicly-traded equity investments are included in Level 2 of the valuation hierarchy until the trading restrictions expire.
|
•
|
Securities sold not yet purchased:
Securities sold not yet purchased, primarily reflecting short positions in equities and exchange-traded options, are included in Level 1 of the valuation hierarchy.
|
•
|
Contingent payment arrangements:
Contingent payment arrangements relate to contingent payment liabilities associated with various acquisitions. At each reporting date, we estimate the fair values of the contingent consideration expected to be paid upon probability-weighted AUM and revenue projections, using observable market data inputs, which are included in Level 3 of the valuation hierarchy.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
||||||
Balance as of beginning of period
|
$
|
1,071
|
|
|
$
|
5,023
|
|
Purchases
|
—
|
|
|
—
|
|
||
Sales
|
—
|
|
|
—
|
|
||
Realized gains, net
|
—
|
|
|
—
|
|
||
Unrealized (losses) gains, net
|
(929
|
)
|
|
(3,952
|
)
|
||
Balance as of end of period
|
$
|
142
|
|
|
$
|
1,071
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
||||||
Balance as of beginning of period
|
$
|
10,855
|
|
|
$
|
17,589
|
|
Addition
|
—
|
|
|
—
|
|
||
Accretion
|
210
|
|
|
460
|
|
||
Changes in estimates
|
(2,429
|
)
|
|
(193
|
)
|
||
Payments
|
(1,300
|
)
|
|
(7,001
|
)
|
||
Balance as of end of period
|
$
|
7,336
|
|
|
$
|
10,855
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Furniture and equipment
|
$
|
561,816
|
|
|
$
|
551,502
|
|
Leasehold improvements
|
253,439
|
|
|
245,841
|
|
||
|
815,255
|
|
|
797,343
|
|
||
Less: Accumulated depreciation and amortization
|
(659,736
|
)
|
|
(639,774
|
)
|
||
Furniture, equipment and leasehold improvements, net
|
$
|
155,519
|
|
|
$
|
157,569
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Carrying amount of deferred sales commissions
|
$
|
926,188
|
|
|
$
|
911,852
|
|
Less: Accumulated amortization
|
(618,910
|
)
|
|
(597,566
|
)
|
||
Cumulative CDSC received
|
(290,130
|
)
|
|
(284,160
|
)
|
||
Deferred sales commissions, net
|
$
|
17,148
|
|
|
$
|
30,126
|
|
2019
|
$
|
9,675
|
|
2020
|
4,561
|
|
|
2021
|
2,608
|
|
|
2022
|
237
|
|
|
2023
|
51
|
|
|
2024
|
16
|
|
|
|
$
|
17,148
|
|
|
Payments
|
|
Sublease
Receipts |
|
Net
Payments |
||||||
|
(in millions)
|
||||||||||
2019
|
$
|
131.4
|
|
|
$
|
47.1
|
|
|
$
|
84.3
|
|
2020
|
112.6
|
|
|
34.1
|
|
|
78.5
|
|
|||
2021
|
111.7
|
|
|
31.8
|
|
|
79.9
|
|
|||
2022
|
99.5
|
|
|
28.4
|
|
|
71.1
|
|
|||
2023
|
92.8
|
|
|
27.9
|
|
|
64.9
|
|
|||
2024 and thereafter
|
227.5
|
|
|
27.4
|
|
|
200.1
|
|
|||
Total future minimum payments
|
$
|
775.5
|
|
|
$
|
196.7
|
|
|
$
|
578.8
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
|
|
VIEs
|
|
VOEs
|
|
Total
|
|
VIEs
|
|
VOEs
|
|
Total
|
||||||||||||
Cash and cash equivalents
|
|
$
|
11,880
|
|
|
$
|
1,238
|
|
|
$
|
13,118
|
|
|
$
|
326,158
|
|
|
$
|
360
|
|
|
$
|
326,518
|
|
Investments
|
|
217,840
|
|
|
133,856
|
|
|
351,696
|
|
|
1,189,835
|
|
|
56,448
|
|
|
1,246,283
|
|
||||||
Other assets
|
|
6,024
|
|
|
16,816
|
|
|
22,840
|
|
|
33,931
|
|
|
1,466
|
|
|
35,397
|
|
||||||
Total assets
|
|
$
|
235,744
|
|
|
$
|
151,910
|
|
|
$
|
387,654
|
|
|
$
|
1,549,924
|
|
|
$
|
58,274
|
|
|
$
|
1,608,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
$
|
5,215
|
|
|
$
|
17,395
|
|
|
$
|
22,610
|
|
|
$
|
695,997
|
|
|
$
|
2,104
|
|
|
$
|
698,101
|
|
Redeemable non-controlling interest
|
|
117,523
|
|
|
28,398
|
|
|
145,921
|
|
|
596,241
|
|
|
(18
|
)
|
|
596,223
|
|
||||||
Partners' capital attributable to AB Unitholders
|
|
113,006
|
|
|
106,117
|
|
|
219,123
|
|
|
256,929
|
|
|
56,188
|
|
|
313,117
|
|
||||||
Non-redeemable non-controlling interests in consolidated entities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
757
|
|
|
—
|
|
|
757
|
|
||||||
Total liabilities, redeemable non-controlling interest and partners' capital
|
|
$
|
235,744
|
|
|
$
|
151,910
|
|
|
$
|
387,654
|
|
|
$
|
1,549,924
|
|
|
$
|
58,274
|
|
|
$
|
1,608,198
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
NAV Expedient
|
|
Total
|
||||||||||
December 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments - VIEs
|
$
|
22,149
|
|
|
$
|
187,626
|
|
|
$
|
8,065
|
|
|
$
|
—
|
|
|
$
|
217,840
|
|
Investments - VOEs
|
68,063
|
|
|
65,485
|
|
|
308
|
|
|
—
|
|
|
133,856
|
|
|||||
Derivatives - VIEs
|
1,486
|
|
|
1,924
|
|
|
—
|
|
|
—
|
|
|
3,410
|
|
|||||
Derivatives - VOEs
|
124
|
|
|
3,692
|
|
|
—
|
|
|
—
|
|
|
3,816
|
|
|||||
Total assets measured at fair value
|
$
|
91,822
|
|
|
$
|
258,727
|
|
|
$
|
8,373
|
|
|
$
|
—
|
|
|
$
|
358,922
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives - VIEs
|
$
|
72
|
|
|
$
|
3,819
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,891
|
|
Derivatives - VOEs
|
197
|
|
|
3,633
|
|
|
—
|
|
|
—
|
|
|
3,830
|
|
|||||
Total liabilities measured at fair value
|
$
|
269
|
|
|
$
|
7,452
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,721
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments - VIEs
|
$
|
1,053,824
|
|
|
$
|
133,796
|
|
|
$
|
2,205
|
|
|
$
|
10
|
|
|
$
|
1,189,835
|
|
Investments - VOEs
|
5,491
|
|
|
50,898
|
|
|
59
|
|
|
—
|
|
|
56,448
|
|
|||||
Derivatives - VIEs
|
252
|
|
|
30,384
|
|
|
—
|
|
|
—
|
|
|
30,636
|
|
|||||
Derivatives - VOEs
|
49
|
|
|
251
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|||||
Total assets measured at fair value
|
$
|
1,059,616
|
|
|
$
|
215,329
|
|
|
$
|
2,264
|
|
|
$
|
10
|
|
|
$
|
1,277,219
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short equities - VIEs
|
$
|
669,258
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
669,258
|
|
Derivatives - VIEs
|
421
|
|
|
21,820
|
|
|
—
|
|
|
—
|
|
|
22,241
|
|
|||||
Derivatives - VOEs
|
12
|
|
|
619
|
|
|
—
|
|
|
—
|
|
|
631
|
|
|||||
Total liabilities measured at fair value
|
$
|
669,691
|
|
|
$
|
22,439
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
692,130
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
|
|
|
|
|
||||
Balance as of beginning of period
|
|
$
|
2,264
|
|
|
$
|
5,741
|
|
Deconsolidated funds
|
|
—
|
|
|
(7,267
|
)
|
||
Transfers in
|
|
259
|
|
|
480
|
|
||
Purchases
|
|
9,354
|
|
|
6,127
|
|
||
Sales
|
|
(3,086
|
)
|
|
(3,120
|
)
|
||
Realized (losses) gains, net
|
|
(100
|
)
|
|
2
|
|
||
Unrealized (losses) gains, net
|
|
(331
|
)
|
|
286
|
|
||
Accrued discounts
|
|
13
|
|
|
15
|
|
||
Balance as of end of period
|
|
$
|
8,373
|
|
|
$
|
2,264
|
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Statement of Financial Condition
|
|
Net Amounts of Assets Presented in the Statement of Financial Condition
|
|
Financial
Instruments
|
|
Cash Collateral
Received
|
|
Net
Amount
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives - VIEs
|
$
|
3,410
|
|
|
$
|
—
|
|
|
$
|
3,410
|
|
|
$
|
—
|
|
|
$
|
(856
|
)
|
|
$
|
2,554
|
|
Derivatives - VOEs
|
$
|
3,816
|
|
|
$
|
—
|
|
|
$
|
3,816
|
|
|
$
|
—
|
|
|
$
|
(225
|
)
|
|
$
|
3,591
|
|
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives - VIEs
|
$
|
30,636
|
|
|
$
|
—
|
|
|
$
|
30,636
|
|
|
$
|
—
|
|
|
$
|
(194
|
)
|
|
$
|
30,442
|
|
Derivatives - VOEs
|
$
|
300
|
|
|
$
|
—
|
|
|
$
|
300
|
|
|
$
|
—
|
|
|
$
|
(37
|
)
|
|
$
|
263
|
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Statement of Financial Condition
|
|
Net Amounts of Liabilities Presented in the Statement of Financial Condition
|
|
Financial
Instruments
|
|
Cash Collateral
Pledged
|
|
Net Amount
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives - VIEs
|
$
|
3,891
|
|
|
$
|
—
|
|
|
$
|
3,891
|
|
|
$
|
—
|
|
|
$
|
(829
|
)
|
|
$
|
3,062
|
|
Derivatives - VOEs
|
$
|
3,830
|
|
|
$
|
—
|
|
|
$
|
3,830
|
|
|
$
|
—
|
|
|
$
|
(547
|
)
|
|
$
|
3,283
|
|
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives - VIEs
|
$
|
22,241
|
|
|
$
|
—
|
|
|
$
|
22,241
|
|
|
$
|
—
|
|
|
$
|
(2,884
|
)
|
|
$
|
19,357
|
|
Derivatives - VOEs
|
$
|
631
|
|
|
$
|
—
|
|
|
$
|
631
|
|
|
$
|
—
|
|
|
$
|
(228
|
)
|
|
$
|
403
|
|
|
Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
125,200
|
|
|
$
|
111,315
|
|
Interest cost
|
4,771
|
|
|
4,999
|
|
||
Actuarial (gain) loss
|
(9,918
|
)
|
|
12,617
|
|
||
Benefits paid
|
(3,820
|
)
|
|
(3,731
|
)
|
||
Projected benefit obligation at end of year
|
116,233
|
|
|
125,200
|
|
||
Change in plan assets:
|
|
|
|
||||
Plan assets at fair value at beginning of year
|
100,706
|
|
|
86,699
|
|
||
Actual return on plan assets
|
(3,302
|
)
|
|
13,738
|
|
||
Employer contribution
|
5,000
|
|
|
4,000
|
|
||
Benefits paid
|
(3,820
|
)
|
|
(3,731
|
)
|
||
Plan assets at fair value at end of year
|
98,584
|
|
|
100,706
|
|
||
Funded status
|
$
|
(17,649
|
)
|
|
$
|
(24,494
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Unrecognized net gain (loss) from experience different from that assumed and effects of changes and assumptions
|
$
|
1,870
|
|
|
$
|
(3,043
|
)
|
|
$
|
(3,115
|
)
|
Prior service cost
|
24
|
|
|
24
|
|
|
93
|
|
|||
|
1,894
|
|
|
(3,019
|
)
|
|
(3,022
|
)
|
|||
Income tax expense
|
(207
|
)
|
|
(49
|
)
|
|
(10
|
)
|
|||
Other comprehensive income (loss)
|
$
|
1,687
|
|
|
$
|
(3,068
|
)
|
|
$
|
(3,032
|
)
|
|
Retirement Plan
|
|
Retired Individual Plan
|
|
Foreign Retirement Plans
|
|
OCI Statement
|
||||||||
|
(in thousands)
|
||||||||||||||
Recognized actuarial gain (loss)
|
$
|
1,870
|
|
|
$
|
53
|
|
|
$
|
(337
|
)
|
|
$
|
1,586
|
|
Amortization of prior service cost
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||
Changes in employee benefit related items
|
1,894
|
|
|
53
|
|
|
(337
|
)
|
|
1,610
|
|
||||
Income tax (expense) benefit
|
(207
|
)
|
|
(2
|
)
|
|
70
|
|
|
(139
|
)
|
||||
Employee benefit related items, net of tax
|
$
|
1,687
|
|
|
$
|
51
|
|
|
$
|
(267
|
)
|
|
$
|
1,471
|
|
2019
|
$
|
7,309
|
|
2020
|
6,138
|
|
|
2021
|
6,126
|
|
|
2022
|
7,942
|
|
|
2023
|
6,473
|
|
|
2024-2028
|
40,196
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Interest cost on projected benefit obligations
|
$
|
4,771
|
|
|
$
|
4,999
|
|
|
$
|
4,972
|
|
Expected return on plan assets
|
(5,893
|
)
|
|
(5,261
|
)
|
|
(5,407
|
)
|
|||
Amortization of prior service cost
|
24
|
|
|
24
|
|
|
24
|
|
|||
Recognized actuarial loss
|
1,146
|
|
|
1,097
|
|
|
959
|
|
|||
Net pension expense
|
$
|
48
|
|
|
$
|
859
|
|
|
$
|
548
|
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate on benefit obligations
|
3.90
|
%
|
|
4.55
|
%
|
|
4.75
|
%
|
Expected long-term rate of return on plan assets
|
5.75
|
%
|
|
6.00
|
%
|
|
6.50
|
%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
238
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
238
|
|
U.S. Treasury Strips
|
—
|
|
|
22,355
|
|
|
—
|
|
|
22,355
|
|
||||
Fixed income mutual funds
|
18,362
|
|
|
—
|
|
|
—
|
|
|
18,362
|
|
||||
Equity mutual fund
|
26,508
|
|
|
—
|
|
|
—
|
|
|
26,508
|
|
||||
Equity securities
|
8,970
|
|
|
—
|
|
|
—
|
|
|
8,970
|
|
||||
Total assets in the fair value hierarchy
|
54,078
|
|
|
22,355
|
|
|
—
|
|
|
76,433
|
|
||||
Investments measured at net assets value
|
—
|
|
|
—
|
|
|
—
|
|
|
22,151
|
|
||||
Investments at fair value
|
$
|
54,078
|
|
|
$
|
22,355
|
|
|
$
|
—
|
|
|
$
|
98,584
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91
|
|
Fixed income mutual funds
|
23,696
|
|
|
—
|
|
|
—
|
|
|
23,696
|
|
||||
Equity mutual fund
|
29,352
|
|
|
—
|
|
|
—
|
|
|
29,352
|
|
||||
Equity securities
|
25,191
|
|
|
—
|
|
|
—
|
|
|
25,191
|
|
||||
Total assets in the fair value hierarchy
|
78,330
|
|
|
—
|
|
|
—
|
|
|
78,330
|
|
||||
Investments measured at net assets value
|
—
|
|
|
—
|
|
|
—
|
|
|
22,376
|
|
||||
Investments at fair value
|
$
|
78,330
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,706
|
|
•
|
U.S. Treasury strips;
|
•
|
two fixed income mutual funds which seek to generate income consistent with preservation of capital. One fund invests in a portfolio of investment-grade securities primarily in the U.S. with additional non-U.S. securities. The second fund invests in inflation-indexed fixed-income securities and similar bonds issued by non-U.S. governments and various commodities;
|
•
|
seven equity mutual funds, four of which focus on U.S.-based equity securities of various capitalization sizes ranging from small to large capitalizations and diversified portfolios within those capitalization ranges; and three funds which focus on non-U.S. based equity securities of various capitalization sizes ranging from small to large capitalizations and diversified portfolios therein across non-U.S. regions;
|
•
|
separate equity and fixed income mutual funds, which seek to moderate the volatility of equity and fixed income oriented asset allocation over the long term, as part of the overall asset allocation managed by AB;
|
•
|
a multi-style, multi-cap integrated portfolio adding U.S. equity diversification to its value and growth equity selections, designed to deliver a long-term premium to the S&P 500 with greater consistency across a range of market environments; and
|
•
|
investments measured at net asset value, including three hedge funds which seek to provide attractive risk-adjusted returns over full market cycles with less volatility than the broad equity markets by allocating all or substantially all of their assets among portfolio managers through portfolio funds that employ a broad range of investment strategies; one private investment trust which invests primarily in equity securities of non-U.S. companies located in emerging market countries; and one collective investment trust which invests in U.S. and non-U.S. equities of various capitalization sizes.
|
•
|
two fixed income mutual funds, each of which seeks to generate income consistent with preservation of capital. One mutual fund invests in a portfolio of fixed income securities of U.S. and non-U.S. companies and U.S. and non-U.S. government securities and supranational entities, including lower-rated securities, while the second fund invests in a broad range of fixed income securities in both developed and emerging markets with a range of maturities from short- to long-term;
|
•
|
three equity mutual funds, one of which invests primarily in a diversified portfolio of equity securities of small- to mid-capitalization U.S. companies, the second which invests primarily in a diversified portfolio of equity securities with relatively smaller capitalizations as compared to the overall U.S market, and the third which primarily invests in equity securities of small capitalization companies or other securities or instruments with similar economic characteristics;
|
•
|
separate equity and fixed income mutual funds, which seek to moderate the volatility of equity and fixed income oriented asset allocation over the long term, as part of the overall asset allocation managed by AB;
|
•
|
a multi-style, multi-cap integrated portfolio adding U.S. equity diversification to its value and growth equity selections, designed to deliver a long-term premium to the S&P 500 with greater consistency across a range of market environments; and
|
•
|
investments measured at net asset value, including two equity private investment trusts, one of which invests primarily in equity securities of non-U.S. companies located in emerging market countries, and the other of which invests in equity securities of established non-U.S. companies located in the countries comprising the MSCI EAFE Index, plus Canada; and a hedge fund that seeks to provide attractive risk-adjusted returns over full market cycles with less volatility than the broad equity markets by allocating all or substantially all of its assets among portfolio managers through portfolio funds that employ a broad range of investment strategies.
|
|
2016
|
|
Risk-free interest rate
|
1.3
|
%
|
Expected cash distribution yield
|
7.1
|
%
|
Historical volatility factor
|
31.0
|
%
|
Expected term
|
6.0 years
|
|
|
Options to Buy
AB Holding
Units
|
|
Weighted
Average
Exercise
Price
Per Option
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding as of December 31, 2017
|
3,082,470
|
|
|
$
|
52.37
|
|
|
1.2
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(889,119
|
)
|
|
18.66
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Expired
|
(1,522,108
|
)
|
|
85.09
|
|
|
|
|
|
|||
Outstanding as of December 31, 2018
|
671,243
|
|
|
22.83
|
|
|
1.6
|
|
$
|
3.0
|
|
|
Exercisable as of December 31, 2018
|
634,877
|
|
|
22.84
|
|
|
1.5
|
|
2.8
|
|
||
Vested or expected to vest as of December 31, 2018
|
671,243
|
|
|
22.83
|
|
|
1.6
|
|
3.0
|
|
|
2018
|
|
2017
|
||
Outstanding as of January 1,
|
268,659,333
|
|
|
268,893,534
|
|
Options exercised
|
889,119
|
|
|
1,179,860
|
|
Units issued
|
6,153,320
|
|
|
5,546,695
|
|
Units retired
(1)
|
(6,851,496
|
)
|
|
(6,960,756
|
)
|
Outstanding as of December 31,
|
268,850,276
|
|
|
268,659,333
|
|
•
|
We recorded an approximate $22.5 million charge to our 2017 income tax expense to account for deemed repatriation of foreign earnings. As a result of our completed analysis in 2018, we recorded an additional $1.1 million to our income tax expense. Management elected to pay the federal transition tax over a period of eight years as permitted by the 2017 Tax Act. During 2018, we paid $1.8 million of the $23.6 million transition tax. The remaining $21.8 million is recorded to income tax payable on our consolidated statement of financial condition and will be paid out over the next seven years.
|
•
|
We recorded an approximate $3.3 million charge to our 2017 income tax expense to reduce our net deferred tax assets due to the lower corporate income tax rate. We completed our analysis in 2018 and determined no adjustment was necessary.
|
•
|
We analyzed the impact of the tax on global intangible low-taxed income (“
GILTI
”) and elected to treat GILTI as a period cost. In 2018, management's estimate of tax on GILTI income was fully offset by available foreign tax credits. As a result of our completed analysis in 2018, there was no period cost required.
|
•
|
We analyzed the impact of the base erosion anti-abuse tax (“
BEAT
”), which taxes certain payments between a U.S. corporation and its foreign subsidiaries. Based on current guidance in 2018, it was determined that we will not be subject to BEAT.
|
•
|
We recorded a $2.3 million charge to our 2018 income tax expense as a result of our evaluation of the reversal of the indefinite reinvestments assertions for certain non-U.S. corporate subsidiaries.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Earnings before income taxes:
|
|
|
|
|
|
||||||
United States
|
$
|
672,221
|
|
|
$
|
634,515
|
|
|
$
|
614,261
|
|
Foreign
|
153,093
|
|
|
139,395
|
|
|
108,904
|
|
|||
Total
|
$
|
825,314
|
|
|
$
|
773,910
|
|
|
$
|
723,165
|
|
Income tax expense:
|
|
|
|
|
|
||||||
Partnership UBT
|
$
|
5,251
|
|
|
$
|
2,986
|
|
|
$
|
5,363
|
|
Corporate subsidiaries:
|
|
|
|
|
|
||||||
Federal
|
(4,030
|
)
|
|
18,079
|
|
|
291
|
|
|||
State and local
|
2,888
|
|
|
803
|
|
|
1,064
|
|
|||
Foreign
|
36,529
|
|
|
29,365
|
|
|
28,158
|
|
|||
Current tax expense
|
40,638
|
|
|
51,233
|
|
|
34,876
|
|
|||
Deferred tax (benefit)
|
5,178
|
|
|
1,877
|
|
|
(6,557
|
)
|
|||
Income tax expense
|
$
|
45,816
|
|
|
$
|
53,110
|
|
|
$
|
28,319
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
(in thousands)
|
|||||||||||||||||||
UBT statutory rate
|
$
|
33,012
|
|
|
4.0
|
%
|
|
$
|
30,956
|
|
|
4.0
|
%
|
|
$
|
28,927
|
|
|
4.0
|
%
|
Corporate subsidiaries' federal, state, and local
|
1,522
|
|
|
0.2
|
|
|
2,558
|
|
|
0.3
|
|
|
5,820
|
|
|
0.8
|
|
|||
Foreign subsidiaries taxed at different rates
|
30,689
|
|
|
3.7
|
|
|
25,406
|
|
|
3.3
|
|
|
23,646
|
|
|
3.3
|
|
|||
2017 Tax Act
|
1,155
|
|
|
0.1
|
|
|
25,846
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|||
FIN 48 release
|
(5,177
|
)
|
|
(0.6
|
)
|
|
(3,318
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|||
UBT business allocation percentage rate change
|
2,657
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Deferred tax and payable write-offs
|
2,932
|
|
|
0.4
|
|
|
(9,542
|
)
|
|
(1.2
|
)
|
|
(14,883
|
)
|
|
(2.1
|
)
|
|||
Foreign outside basis difference
|
2,273
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Effect of ASC 740 adjustments, miscellaneous taxes, and other
|
(2,521
|
)
|
|
(0.3
|
)
|
|
1,903
|
|
|
0.2
|
|
|
2,254
|
|
|
0.3
|
|
|||
Income not taxable resulting from use of UBT business apportionment factors and effect of compensation charge
|
(20,726
|
)
|
|
(2.5
|
)
|
|
(20,699
|
)
|
|
(2.6
|
)
|
|
(17,445
|
)
|
|
(2.4
|
)
|
|||
Income tax expense and effective tax rate
|
$
|
45,816
|
|
|
5.6
|
|
|
$
|
53,110
|
|
|
6.9
|
|
|
$
|
28,319
|
|
|
3.9
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Balance as of beginning of period
|
$
|
8,478
|
|
|
$
|
12,596
|
|
|
$
|
12,004
|
|
Additions for prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions for prior year tax positions
|
—
|
|
|
(1,849
|
)
|
|
—
|
|
|||
Additions for current year tax positions
|
—
|
|
|
—
|
|
|
592
|
|
|||
Reductions for current year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions related to closed years/settlements with tax authorities
|
(4,585
|
)
|
|
(2,269
|
)
|
|
—
|
|
|||
Balance as of end of period
|
$
|
3,893
|
|
|
$
|
8,478
|
|
|
$
|
12,596
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Deferred tax asset:
|
|
|
|
||||
Differences between book and tax basis:
|
|
|
|
||||
Benefits from net operating loss carryforwards
|
$
|
2,518
|
|
|
$
|
3,405
|
|
Long-term incentive compensation plans
|
22,342
|
|
|
21,204
|
|
||
Investment basis differences
|
3,606
|
|
|
5,967
|
|
||
Depreciation and amortization
|
1,248
|
|
|
2,214
|
|
||
Other, primarily accrued expenses deductible when paid
|
3,903
|
|
|
3,601
|
|
||
|
33,617
|
|
|
36,391
|
|
||
Less: valuation allowance
|
(490
|
)
|
|
(497
|
)
|
||
Deferred tax asset
|
33,127
|
|
|
35,894
|
|
||
Deferred tax liability:
|
|
|
|
|
|
||
Differences between book and tax basis:
|
|
|
|
|
|
||
Intangible assets
|
6,852
|
|
|
6,286
|
|
||
Investment in foreign subsidiaries
|
1,653
|
|
|
—
|
|
||
Other
|
1,758
|
|
|
1,007
|
|
||
Deferred tax liability
|
10,263
|
|
|
7,293
|
|
||
Net deferred tax asset
|
$
|
22,864
|
|
|
$
|
28,601
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Institutions
|
$
|
479,068
|
|
|
$
|
477,140
|
|
|
$
|
422,060
|
|
Retail
|
1,494,445
|
|
|
1,423,890
|
|
|
1,261,907
|
|
|||
Private Wealth Management
|
883,234
|
|
|
787,362
|
|
|
711,599
|
|
|||
Bernstein Research Services
|
439,432
|
|
|
449,919
|
|
|
479,875
|
|
|||
Other
|
123,581
|
|
|
185,375
|
|
|
162,461
|
|
|||
Total revenues
|
3,419,760
|
|
|
3,323,686
|
|
|
3,037,902
|
|
|||
Less: Interest expense
|
52,399
|
|
|
25,165
|
|
|
9,123
|
|
|||
Net revenues
|
$
|
3,367,361
|
|
|
$
|
3,298,521
|
|
|
$
|
3,028,779
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Net revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
1,940,267
|
|
|
$
|
1,958,844
|
|
|
$
|
1,901,571
|
|
International
|
1,427,094
|
|
|
1,339,677
|
|
|
1,127,208
|
|
|||
Total
|
$
|
3,367,361
|
|
|
$
|
3,298,521
|
|
|
$
|
3,028,779
|
|
Long-lived assets:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
3,262,722
|
|
|
$
|
3,313,958
|
|
|
|
|
|
International
|
56,069
|
|
|
46,221
|
|
|
|
|
|||
Total
|
$
|
3,318,791
|
|
|
$
|
3,360,179
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Investment advisory and services fees
|
$
|
1,207,086
|
|
|
$
|
1,148,467
|
|
|
$
|
998,892
|
|
Distribution revenues
|
403,965
|
|
|
397,674
|
|
|
371,604
|
|
|||
Shareholder servicing fees
|
74,019
|
|
|
73,310
|
|
|
76,201
|
|
|||
Other revenues
|
7,262
|
|
|
6,942
|
|
|
6,253
|
|
|||
Bernstein Research Services
|
33
|
|
|
13
|
|
|
5
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Investment advisory and services fees
|
$
|
169,157
|
|
|
$
|
157,430
|
|
|
$
|
150,016
|
|
Bernstein Research Services
|
134
|
|
|
403
|
|
|
583
|
|
|||
Distribution revenues
|
13,897
|
|
|
13,387
|
|
|
12,145
|
|
|||
Other revenues
|
1,729
|
|
|
1,130
|
|
|
969
|
|
|||
|
$
|
184,917
|
|
|
$
|
172,350
|
|
|
$
|
163,713
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|||
Commissions and distribution payments to financial intermediaries
|
$
|
21,567
|
|
|
$
|
19,202
|
|
|
$
|
16,077
|
|
General and administrative
|
15,006
|
|
|
12,428
|
|
|
16,315
|
|
|||
Other
|
1,485
|
|
|
1,696
|
|
|
1,653
|
|
|||
|
$
|
38,058
|
|
|
$
|
33,326
|
|
|
$
|
34,045
|
|
Balance Sheet:
|
|
|
|
|
|
|
|
||||
Institutional investment advisory and services fees receivable
|
$
|
17,612
|
|
|
$
|
13,806
|
|
|
|
||
Prepaid expenses
|
364
|
|
|
2,905
|
|
|
|
||||
Other due to AXA, EQH and their subsidiaries
|
(7,259
|
)
|
|
(19,666
|
)
|
|
|
||||
|
$
|
10,717
|
|
|
$
|
(2,955
|
)
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
|
|
|
|
|
|
||||||
Non-redeemable non-controlling interests:
|
|
|
|
|
|
||||||
Consolidated company-sponsored investment funds
|
(119
|
)
|
|
9,353
|
|
|
11,086
|
|
|||
Other
|
188
|
|
|
279
|
|
|
312
|
|
|||
Total non-redeemable non-controlling interest
|
69
|
|
|
9,632
|
|
|
11,398
|
|
|||
Redeemable non-controlling interests:
|
|
|
|
|
|
||||||
Consolidated company-sponsored investment funds
|
21,841
|
|
|
48,765
|
|
|
10,090
|
|
|||
Total non-controlling interest in net income (loss)
|
$
|
21,910
|
|
|
$
|
58,397
|
|
|
$
|
21,488
|
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Consolidated company-sponsored investment funds
|
$
|
—
|
|
|
$
|
757
|
|
CPH
|
949
|
|
|
807
|
|
||
Total non-redeemable non-controlling interest
|
$
|
949
|
|
|
$
|
1,564
|
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Consolidated company-sponsored investment funds
|
$
|
145,921
|
|
|
$
|
596,223
|
|
CPH
|
2,888
|
|
|
5,364
|
|
||
Total redeemable non-controlling interest
|
$
|
148,809
|
|
|
$
|
601,587
|
|
|
Quarters Ended 2018
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
|
(in thousands, except per unit amounts)
|
||||||||||||||
Net revenues
|
$
|
804,660
|
|
|
$
|
850,176
|
|
|
$
|
844,738
|
|
|
$
|
867,787
|
|
Net income attributable to AB Unitholders
|
$
|
188,053
|
|
|
$
|
203,674
|
|
|
$
|
181,665
|
|
|
$
|
184,196
|
|
Basic net income per AB Unit
(1)
|
$
|
0.70
|
|
|
$
|
0.75
|
|
|
$
|
0.66
|
|
|
$
|
0.68
|
|
Diluted net income per AB Unit
(1)
|
$
|
0.70
|
|
|
$
|
0.75
|
|
|
$
|
0.66
|
|
|
$
|
0.68
|
|
Cash distributions per AB Unit
(2)(3)
|
$
|
0.71
|
|
|
$
|
0.76
|
|
|
$
|
0.69
|
|
|
$
|
0.80
|
|
|
Quarters Ended 2017
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
|
(in thousands, except per unit amounts)
|
||||||||||||||
Net revenues
|
$
|
919,141
|
|
|
$
|
812,150
|
|
|
$
|
802,313
|
|
|
$
|
764,917
|
|
Net income attributable to AB Unitholders
|
$
|
246,409
|
|
|
$
|
140,954
|
|
|
$
|
135,103
|
|
|
$
|
139,937
|
|
Basic net income per AB Unit
(1)
|
$
|
0.92
|
|
|
$
|
0.53
|
|
|
$
|
0.50
|
|
|
$
|
0.52
|
|
Diluted net income per AB Unit
(1)
|
$
|
0.92
|
|
|
$
|
0.52
|
|
|
$
|
0.50
|
|
|
$
|
0.51
|
|
Cash distributions per AB Unit
(2)(3)
|
$
|
0.91
|
|
|
$
|
0.58
|
|
|
$
|
0.56
|
|
|
$
|
0.52
|
|
|
(1)
|
Basic and diluted net income per unit are computed independently for each of the periods presented. Accordingly, the sum of the quarterly net income per unit amounts may not agree to the total for the year.
|
(2)
|
Declared and paid during the following quarter.
|
(3)
|
Cash distributions reflect the impact of our non-GAAP adjustments.
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
|
•
|
regular meetings in February, April, May, July, September and November; and
|
•
|
a special meeting in December.
|
•
|
assist the Board in its oversight of:
|
|
|
•
|
the integrity of the financial statements of the Partnerships;
|
|
•
|
the effectiveness of the Partnerships' internal control over financial reporting and the Partnerships' risk management framework and risk mitigation processes;
|
|
•
|
the Partnerships’ status and system of compliance with legal and regulatory requirements and business conduct;
|
|
•
|
the independent registered public accounting firm’s qualification and independence; and
|
|
•
|
the performance of the Partnerships’ internal audit function; and
|
|
|
|
•
|
oversee the appointment, retention, compensation, evaluation and termination of the Partnerships’ independent registered public accounting firm.
|
•
|
assists the Board and the sole stockholder of the General Partner in:
|
|
|
•
|
identifying and evaluating qualified individuals to become Board members; and
|
|
•
|
determining the composition of the Board and its committees, and
|
|
|
|
•
|
assists the Board in:
|
|
|
•
|
developing and monitoring a process to assess Board effectiveness;
|
|
•
|
developing and implementing our Corporate Governance Guidelines; and
|
|
•
|
reviewing our policies and programs that relate to matters of corporate responsibility of the General Partner and the Partnerships.
|
•
|
the Code of Ethics Oversight Committee (“
Ethics Committee
”) and the Internal Compliance Controls Committee (“
Compliance Committee
”), each of which consists of our executive officers and other senior executives;
|
•
|
an ombudsman office, where employees and others can voice concerns on a confidential basis;
|
•
|
firm-wide compliance and ethics training programs; and
|
•
|
a Conflicts Officer and a Conflicts Committee, which help to identify and mitigate conflicts of interest.
|
Chief Executive Officer (“
CEO
”)
|
Seth P. Bernstein
|
Chief Financial Officer (“
CFO
”)
|
John C. Weisenseel
|
Three other most highly-compensated executive officers
|
James A. Gingrich, Chief Operating Officer ("
COO
")
Kate C. Burke, Head of Human Capital and Chief Talent Officer Laurence E. Cranch, General Counsel
|
•
|
attract, motivate and retain highly-qualified executive talent;
|
•
|
reward prior year performance;
|
•
|
incentivize future performance;
|
•
|
recognize and support outstanding individual performance and behaviors that demonstrate and foster our firm’s culture of "Relentless Ingenuity," which includes the core competencies of relentlessness, ingeniousness, collaboration and accountability; and
|
•
|
align our executives’ long-term interests with those of our Unitholders and clients.
|
•
|
our firm’s headquarters relocation initiative is executed without significant disruption or reputational damage to AB;
|
•
|
AB’s targets for cost savings and implementation costs for the relocation have been achieved; and
|
•
|
the level of workplace talent and diversity in Nashville is satisfactory.
|
•
|
Adjusted employee compensation and benefits expense
is our total employee compensation and benefits expense minus other employment costs such as recruitment, training, temporary help and meals, and excludes the impact of mark-to-market vesting expense, as well as dividends and interest expense, associated with employee long-term incentive compensation-related investments
|
•
|
Adjusted net revenues
(
see our discussion of “Management Operating Metrics” in Item 7
)
exclude investment gains and losses and dividends and interest on employee long-term incentive compensation-related investments. In addition, adjusted net revenues offset distribution-related payments to third parties as well as amortization of deferred sales commissions against distribution revenues. We also exclude additional pass-through expenses we incur (primarily through our transfer agent) that are reimbursed and recorded as fees in revenues. Additionally, we adjust for the revenue impact of consolidating company-sponsored investment funds by eliminating the consolidated company-sponsored investment funds' revenues and including AB's fees from such funds, and AB's investment gains and losses on its investment in such funds, that were eliminated in consolidation. Lastly, we include the impact of adoption of a revenue recognition accounting standard.
|
Net Revenues
|
$
|
3,367,361
|
|
Adjustments (
see above
)
|
(441,757
|
)
|
|
Adjusted Net Revenues
|
$
|
2,925,604
|
|
|
|
|
|
Employee Compensation & Benefits Expense
|
$
|
1,378,811
|
|
Adjustments (
see above
)
|
9,551
|
|
|
Adjusted Employee Compensation & Benefits Expense
|
$
|
1,388,362
|
|
Adjusted Compensation Ratio
|
47.5
|
%
|
•
|
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.
|
Laurence E. Cranch
General Counsel
|
1. address new compliance challenges and maintain and improve the firm's good compliance record;
2. improve the level of service to internal clients at AB;
3. proactively manage AB's various legal and regulatory risks;
4. continue to develop and retain high quality talent in the Legal and Compliance Department; and
5. continue aggressive expense management.
|
1. provided leadership in successfully implementing compliance solutions in response to each new compliance requirement that became effective in 2018;
2. received complementary feedback from AB business leaders relating to the level and quality of service of the Legal and Compliance Department, particularly relating to work supporting the firm's headquarters relocation initiative and legal work required to help facilitate the EQH's IPO and secondary offering;
3. underwent several significant regulatory examinations, none of which resulted in any significant adverse findings or enforcements proceedings;
4. remained free of significant litigation, reflecting our pragmatic and aggressive program to avoid situations that could produce disputes and, where disputes do arise, resolve them on favorable terms;
5. conducted extensive work on the selection and retention process required to form the group of employees relocating to Nashville and on the recruitment of qualified individuals locally to staff open positions; and
6. overall, with respect to ongoing and routine legal matters, successfully maintained outside counsel expense within a tight budget set at the beginning of 2018.
|
•
|
deliver differentiated return streams to clients;
|
•
|
commercialize and scale our suite of services; and
|
•
|
continue our rigorous focus on expense management.
|
•
|
a cash payment equal to the sum of (a) his current base salary and (b) his bonus opportunity amount;
|
•
|
a pro rata bonus based on actual performance for the fiscal year in which the termination occurs;
|
|
immediate vesting of the outstanding portion of the equity award he was granted in May 2017;
|
|
delivery of AB Holding Units in respect of the equity award he was granted in May 2017 (subject to any withholding requirements);
|
|
monthly payments equal to the cost of COBRA coverage for the COBRA coverage period; and
|
|
following the COBRA coverage period, access to participation in AB’s medical plans as in effect from time to time at Mr. Bernstein’s (or his spouse’s) sole expense.
|
•
|
EQH and its majority-owned subsidiaries ceasing to control the election of a majority of the Board; or
|
•
|
AB Holding, or any successor thereto, ceasing to be a publicly traded entity.
|
•
|
permitted AB to recruit and retain a highly-qualified CEO;
|
•
|
aligned Mr. Bernstein’s long-term interests with those of AB’s Unitholders and clients;
|
•
|
were consistent with AXA’s and the Board’s expectations with respect to the manner in which AB and AB Holding would be operated during Mr. Bernstein’s tenure; and
|
•
|
were consistent with the Board’s expectations that Mr. Bernstein would not be terminated without cause and that no steps would be taken that would provide him with the ability to terminate the agreement for good reason.
|
|
Seth Bernstein
|
Median Employee
|
|
||
Base salary ($)
|
500,000
|
|
142,835
|
|
|
Cash bonus ($)
|
3,500,000
|
|
13,093
|
|
|
Stock awards ($)
|
4,740,000
|
|
—
|
|
|
All other compensation ($)
(1)
|
344,847
|
|
—
|
|
|
|
|
|
|
||
Total ($)
|
9,084,847
|
|
155,928
|
|
|
|
|
|
|
||
2018 CEO Pay Ratio
|
|
|
58: 1
|
•
|
determining cash bonuses;
|
•
|
determining contributions and awards under incentive plans or other compensation arrangements (whether qualified or non-qualified) for employees of AB and its subsidiaries, and amending or terminating such plans or arrangements or any welfare benefit plan or arrangement or making recommendations to the Board with respect to adopting any new incentive compensation plan, including equity-based plans;
|
•
|
reviewing and approving the compensation of our CEO, evaluating his performance, and determining and approving his compensation level based on this evaluation; and
|
•
|
reviewing and discussing the CD&A, and recommending to the Board its inclusion in each of AB’s and AB Holding’s Form 10-K and, when applicable, proxy statements.
|
Barbara Fallon-Walsh (Chair)
|
Paul L. Audet
|
Ramon de Oliveira
|
Daniel G. Kaye
|
Mark Pearson
|
Robert B. Zoellick
|
Name and
Principal Position
|
|
Year
|
|
Salary($)
|
|
Bonus($)
|
|
Stock Awards
(1)(2)
($)
|
|
All Other
Compensation ($)
|
|
Total($)
|
|||||
Seth P. Bernstein
(3)(4)
|
|
2018
|
|
500,000
|
|
|
3,500,000
|
|
|
4,740,000
|
|
|
344,847
|
|
|
9,084,847
|
|
President and CEO
|
|
2017
|
|
334,615
|
|
|
3,000,000
|
|
|
3,500,003
|
|
|
148,274
|
|
|
6,982,892
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
James A. Gingrich
(5)(6)(7)
|
|
2018
|
|
400,000
|
|
|
1,000,000
|
|
|
14,000,019
|
|
|
39,912
|
|
|
15,439,931
|
|
Chief Operating Officer
|
|
2017
|
|
400,000
|
|
|
1,000,000
|
|
|
20,986,759
|
|
|
37,801
|
|
|
22,424,560
|
|
|
|
2016
|
|
400,000
|
|
|
3,540,000
|
|
|
3,260,000
|
|
|
36,645
|
|
|
7,236,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Laurence E. Cranch
(8)
|
|
2018
|
|
400,000
|
|
|
940,000
|
|
|
4,660,009
|
|
|
92,276
|
|
|
6,092,285
|
|
General Counsel
|
|
2017
|
|
400,000
|
|
|
940,000
|
|
|
660,000
|
|
|
17,208
|
|
|
2,017,208
|
|
|
|
2016
|
|
400,000
|
|
|
890,000
|
|
|
610,000
|
|
|
18,441
|
|
|
1,918,441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
John C. Weisenseel
(8)
|
|
2018
|
|
375,000
|
|
|
1,147,500
|
|
|
4,842,509
|
|
|
68,433
|
|
|
6,433,442
|
|
CFO
|
|
2017
|
|
375,000
|
|
|
1,090,000
|
|
|
785,000
|
|
|
15,177
|
|
|
2,265,177
|
|
|
|
2016
|
|
375,000
|
|
|
977,500
|
|
|
672,500
|
|
|
14,927
|
|
|
2,039,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kate C. Burke
(8)(9)
|
|
2018
|
|
300,000
|
|
|
785,000
|
|
|
4,440,009
|
|
|
14,200
|
|
|
5,539,209
|
|
Head of Human Capital & Chief Talent Officer
|
|
2017
|
|
300,000
|
|
|
740,000
|
|
|
410,000
|
|
|
14,266
|
|
|
1,464,266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The figures in the “Stock Awards” column provide the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values,
see Note 18 to AB’s consolidated financial statements in Item 8.
|
(2)
|
See “Grants of Plan-based Awards in
2018
” below
for information regarding the
2018
long-term incentive compensation awards granted to our named executive officers.
|
(3)
|
See "Overview of Our President and CEO's Compensation" above
for a description of Mr. Bernstein's compensatory elements.
|
(4)
|
The "Stock Awards" column includes the grant date fair value of the transaction incentive award Mr. Bernstein received from EQH in May 2018. EQH granted to Mr. Bernstein 18,500 restricted EQH stock units under the EQH 2018 Omnibus Equity Incentive Plan, which had a grant date fair value of $740,000.
|
(5)
|
See "Chief Operating Officer Equity Award" above
for a description of the restricted AB Holding Unit award granted to Mr. Gingrich in April 2018.
|
(6)
|
On February 6, 2018, it was agreed that Mr. Gingrich's eventual retirement from AB shall be treated as a "termination without cause" with respect to the continued vesting of long-term compensation awards granted in years prior to 2017 under AB's Incentive Compensation Award Program.
|
(7)
|
On February 13, 2017, the Board approved a grant to Mr. Gingrich of 883,653 restricted AB Holding Units with a grant date fair value of approximately $21 million (based on the average closing price on the NYSE of an AB Holding Unit for the period covering the four trading days immediately preceding the grant date, the grant date and the five trading days immediately following the grant date), in lieu of cash bonus and year-end long-term incentive compensation awards for 2017, 2018 and 2019 for which Mr. Gingrich otherwise would have been eligible under the Incentive Compensation Program; provided, Mr. Gingrich is eligible to receive at the end of each such year an additional cash bonus, but only to the extent approved by the Compensation Committee. Mr. Gingrich's restricted AB Holding Units vested one-third on each of December 1, 2017 and 2018 and the remaining units will vest on December 1, 2019, provided, with respect to each installment, Mr. Gingrich continues to be employed by our firm.
|
(8)
|
See "Relocation-related Performance Awards" above
for a description of the restricted AB Holding Unit awards granted to Ms. Burke, Mr. Cranch and Mr. Weisenseel in April 2018.
|
(9)
|
We have not provided 2016 compensation for Ms. Burke as she was not a named executive officer in 2016.
|
Name
|
|
Personal Use of Car and Driver
($)
|
|
Contributions to Profit Sharing Plan ($)
|
|
Life Insurance Premiums
($)
|
|
Relocation and/or Financial Planning Assistance
($)
|
|
Other ($)
|
|||||
Seth P. Bernstein
|
|
320,685
|
|
(1)
|
12,500
|
|
|
2,322
|
|
|
9,340
|
|
|
—
|
|
James A. Gingrich
|
|
—
|
|
|
13,750
|
|
|
2,772
|
|
|
23,390
|
|
|
—
|
|
Laurence E. Cranch
|
|
—
|
|
|
13,750
|
|
|
3,708
|
|
|
74,818
|
|
|
—
|
|
John C. Weisenseel
|
|
—
|
|
|
13,750
|
|
|
1,677
|
|
|
53,006
|
|
|
—
|
|
Kate C. Burke
|
|
—
|
|
|
13,750
|
|
|
450
|
|
|
—
|
|
|
—
|
|
(1)
|
Includes auto lease costs ($16,689) and driver compensation and other car-related expenses ($303,996).
|
Name
|
|
Grant Date
|
|
All Other Stock Awards:
Number of Shares of Stock
or Units (#)
|
|
Grant Date Fair Value
of Stock Awards
(1)
($)
|
||
Seth P. Bernstein
(2)
|
|
12/11/2018
|
|
149,868
|
|
|
4,000,000
|
|
James A. Gingrich
(2)
|
|
4/24/2018
|
|
531,310
|
|
|
14,000,019
|
|
Laurence E. Cranch
(2)
|
|
4/24/2018
|
|
151,803
|
|
|
4,000,009
|
|
|
|
12/11/2018
|
|
24,729
|
|
|
660,000
|
|
John C. Weisenseel
(2)
|
|
4/24/2018
|
|
151,803
|
|
|
4,000,009
|
|
|
|
12/11/2018
|
|
31,567
|
|
|
842,500
|
|
Kate C. Burke
(2)
|
|
4/24/2018
|
|
151,803
|
|
|
4,000,009
|
|
|
|
12/11/2018
|
|
16,486
|
|
|
440,000
|
|
(1)
|
This column provides the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values,
see Note 19 to AB's consolidated financial statements in Item 8
.
|
(2)
|
As discussed above in “Overview of 2018 Incentive Compensation Program” and “Compensation Elements for Named Executive Officers—Long-Term Incentive Compensation Awards,”
long-term incentive compensation awards granted in 2018 to our named executive officers were denominated in restricted AB Holding Units. These awards are shown in the “All Other Stock Awards” column of this table, the “Stock Awards” column of the Summary Compensation Table and the “AB Holding Unit Awards” columns of the Outstanding Equity Awards at
2018
Fiscal Year-End Table.
|
|
|
Option Awards
|
|
AB Holding Unit Awards
|
||||||||||||||
Name
|
|
Number of Securities
Underlying Unexercised
Options Exercisable (#)
|
|
Number of Securities Underlying Unexercised Options Unexercisable (#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares
or Units of Stock That
Have Not Vested (#)
|
|
Market
Value of Shares or
Units of
Stock That Have Not Vested
(6)
($)
|
||||||
Seth P. Bernstein
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273,398
|
|
|
7,469,243
|
|
James A. Gingrich
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
935,868
|
|
|
25,567,905
|
|
Laurence E. Cranch
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
216,414
|
|
|
5,912,424
|
|
John C. Weisenseel
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
228,085
|
|
|
6,231,269
|
|
Kate C. Burke
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189,745
|
|
|
5,183,841
|
|
(1)
|
Subject to accelerated vesting clauses in the CEO Employment Agreement (
e.g.,
immediate vesting upon a “change in control” of our firm), the award granted to Mr. Bernstein in May 2017 vests ratably on each of the first four anniversaries of May 1, 2017, commencing May 1, 2018, provided, with respect to each installment, Mr. Bernstein continues to be employed by AB on the vesting date. However, Mr. Bernstein elected to delay delivery of all of the restricted AB Holding Units until May 1, 2021, the final vesting date, subject to acceleration upon a “change in control” of our firm and certain qualifying events of termination of employment. Additionally, Mr. Bernstein was awarded 149,868 restricted AB Holding Units in December 2018, which are scheduled to vest in equal annual increments on each of December 1, 2019, 2020, 2021 and 2022. For further information,
see “Overview of Our President and CEO’s Compensation” above
.
|
(2)
|
Mr. Gingrich was awarded (i) 531,310 restricted AB Holding Units in April 2018, which are scheduled to vest in equal increments on each of December 1, 2019, 2020, 2021 and 2022, (ii) 883,653 restricted AB Holding Units in February 2017, of which 33.3% vested on each of December 1, 2017 and 2018 and the remainder of which is scheduled to vest on December 1, 2019, (iii) 140,517 restricted AB Holding Units in December 2016, of which 25% vested on each of December 1, 2017 and 2018 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2019 and 2020, and (iv) 158,992 restricted AB Holding Units in December 2015, of which 25% vested on each of December 1, 2016, 2017 and 2018 and the remainder of which is scheduled to vest on December 1, 2019.
|
(3)
|
Mr. Cranch was awarded (i) 24,728 restricted AB Holding Units in December 2018, which are scheduled to vest in equal increments on each of December 1, 2019, 2020, 2021 and 2022, (ii) 151,803 restricted AB Holding Units in April 2018, which are scheduled to cliff vest on December 1, 2022, (iii) 26,453 restricted AB Holding Units in December 2017, of which 25% vested on December 1, 2018 and the remainder is scheduled to vest in equal increments on each of December 1, 2019, 2020 and 2021, (iv) 26,293 restricted AB Holding Units in December 2016, of which 25% vested on each of December 1, 2017 and 2018 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2019 and 2020, and (v) 27,585 restricted AB Holding Units in December 2015, of which 25% vested on each December 1, 2016, 2017 and 2018 and the remainder of which is scheduled to vest on December 1, 2019.
|
(4)
|
Mr. Weisenseel was awarded (i) 31,566 restricted AB Holding Units in December 2018, which are scheduled to vest in equal increments on each of December 1, 2019, 2020, 2021 and 2022, (ii) 151,803 restricted AB Holding Units in April 2018, which are scheduled to cliff vest on December 1, 2022, (iii) 31,463 restricted AB Holding Units in December 2017, 25% of which vested on December 1, 2018 and the remainder of which are scheduled to vest in equal increments on each of December 1, 2019, 2020 and 2021, (iv) 28,987 restricted AB Holding Units in December 2016, of which 25% vested on each of December 1, 2017 and 2018 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2019 and 2020, and (v) 26,499 restricted AB Holding Units in December 2015, of which 25% vested on each of December 1, 2016, 2017 and 2018 and the remainder of which is scheduled to vest on December 1, 2019.
|
(5)
|
Ms. Burke was awarded (i) 16,486 restricted AB Holding Units in December 2018, which are scheduled to vest in equal increments on each of December 1, 2019, 2020, 2021 and 2022, (ii) 151,803 restricted AB Holding Units in April 2018, which are scheduled to cliff vest on December 1, 2022, (iii) 16,433 restricted AB Holding Units in December 2017, of which 25% vested on December 1, 2018 and the remainder of which are scheduled to vest in equal increments on each of December 1, 2019, 2020 and 2021, (iv) 14,224 restricted AB Holding Units in December 2016, of which 25% vested on each of December 1, 2017 and 2018 and the remainder of which is scheduled to vest in equal increments on each of December 1, 2019 and 2020, and (iii) 8,080 restricted AB Holding Units in December 2015, of which 25% vested on each of December 1, 2016, 2017 and 2018 and the remainder of which is scheduled to vest on December 1, 2019.
|
(6)
|
The market values of restricted AB Holding Units set forth in this column were calculated assuming a price per AB Holding Unit of $27.32, which was the closing price on the NYSE of an AB Holding Unit on December 31, 2018, the last trading day of AB's last completed fiscal year.
|
|
|
AB Holding Option Awards
|
|
AB Holding Unit Awards
|
||||||||
Name
|
|
Number of AB Holding Units Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
|
|
Number of AB
Holding
Units Acquired on
Vesting (#)
|
|
Value Realized on
Vesting ($)
|
||||
Seth P. Bernstein
|
|
—
|
|
|
—
|
|
|
41,177
|
|
|
1,115,883
|
|
James A. Gingrich
|
|
—
|
|
|
—
|
|
|
407,176
|
|
|
12,300,783
|
|
Laurence E. Cranch
|
|
78,348
|
|
|
723,789
|
|
|
26,632
|
|
|
804,546
|
|
John C. Weisenseel
|
|
—
|
|
|
—
|
|
|
26,894
|
|
|
812,466
|
|
Kate C. Burke
|
|
—
|
|
|
—
|
|
|
11,396
|
|
|
344,282
|
|
William R. Siemers
|
|
—
|
|
|
—
|
|
|
2,523
|
|
|
76,218
|
|
Name
|
|
Executive
Contributions in Last FY ($)
|
|
Aggregate
Earnings in Last FY ($)
|
|
Aggregate
Withdrawals/
Distributions ($)
|
|
Aggregate
Balance at
Last FYE ($)
|
||||
Seth P. Bernstein
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
James A. Gingrich
(1)
|
|
—
|
|
|
(46,772
|
)
|
|
(226,620
|
)
|
|
848,746
|
|
Laurence E. Cranch
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
John C. Weisenseel
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Kate C. Burke
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Amounts shown reflect Mr. Gingrich's interests from pre-2009 awards under the predecessor plan to the Incentive Compensation Program, under which plan participants were permitted to allocate their awards (i) among notional investments in AB Holding Units, certain of the investment services we provided to clients and a money market fund, or (ii) under limited circumstances, in options to buy AB Holding Units. For additional information about the Incentive Compensation Program,
see Notes 2 and 19 to AB’s consolidated financial statements in Item 8
.
|
Name
|
|
Cash
Payments
(1)
($)
|
|
Acceleration of Restricted
AB Holding Unit
Awards
(2)
($)
|
|
Other Benefits ($)
|
|||
Seth P. Bernstein
|
|
|
|
|
|
|
|||
Change in control
|
|
—
|
|
|
3,374,826
|
|
|
13,610
|
|
Termination by Mr. Bernstein for good reason or by AB without cause and within 12 months of change in control (2017 Award)
(3)
|
|
7,000,000
|
|
|
3,374,826
|
|
|
13,610
|
|
Termination by Mr. Bernstein for good reason or by AB without cause (2017 Award)
(3)
|
|
3,500,000
|
|
|
3,374,826
|
|
|
13,610
|
|
Termination by reason of non-extension of initial 3-year employment term (2017 Award)
(3)
|
|
—
|
|
|
3,374,826
|
|
|
13,610
|
|
Death or disability (2017 Award)
(3)(4)(5)
|
|
—
|
|
|
3,374,826
|
|
|
13,610
|
|
Resignation (complies with applicable agreements and restrictive covenants) under ICAP (2018 Award)
(2)
|
|
—
|
|
|
4,094,417
|
|
|
—
|
|
Death or disability under ICAP (2018 Award)
(6)
|
|
—
|
|
|
4,094,417
|
|
|
—
|
|
James A. Gingrich
|
|
|
|
|
|
|
|
|
|
Termination by AB without cause (2017 RSU grant)
(7)
|
|
—
|
|
|
670,594
|
|
|
—
|
|
Death or disability (2017 RSU grant)
(7)
|
|
—
|
|
|
670,594
|
|
|
—
|
|
Termination by AB without cause; death or disability (2018 RSU grant)
(7)
|
|
—
|
|
|
2,166,090
|
|
|
—
|
|
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP
(2)
|
|
—
|
|
|
3,005,382
|
|
|
—
|
|
Death or disability under ICAP
(6)
|
|
—
|
|
|
3,005,382
|
|
|
—
|
|
Laurence E. Cranch
|
|
|
|
|
|
|
|
|
|
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)
(2)
|
|
—
|
|
|
1,765,166
|
|
|
—
|
|
Death or disability
(6)
|
|
—
|
|
|
1,765,166
|
|
|
—
|
|
Termination by AB without cause; death or disability (2018 RSU grant)
(8)
|
|
—
|
|
|
618,883
|
|
|
—
|
|
John C. Weisenseel
|
|
|
|
|
|
|
|
|
|
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)
(2)
|
|
—
|
|
|
2,084,011
|
|
|
—
|
|
Death or disability
(6)
|
|
—
|
|
|
2,084,011
|
|
|
—
|
|
Termination by AB without cause; death or disability (2018 RSU grant)
(8)
|
|
—
|
|
|
618,883
|
|
|
—
|
|
Kate C. Burke
|
|
|
|
|
|
|
|
|
|
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)
(2)
|
|
—
|
|
|
1,036,583
|
|
|
—
|
|
Death or disability
(6)
|
|
—
|
|
|
1,036,583
|
|
|
—
|
|
Termination by AB without cause; death or disability (2018 RSU grant)
(8)
|
|
—
|
|
|
618,883
|
|
|
—
|
|
(1)
|
It is possible that each named executive officer 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 (other than for Mr. Bernstein), so we are unable to estimate such amounts. The amounts shown for Mr. Bernstein are described in the CEO Employment Agreement.
|
(2)
|
See Notes 2 and 19 in AB’s consolidated financial statements in Item 8 and “Compensation Elements for Named Executive Officers – Long-Term Incentive Compensation Awards” above
for a discussion of the terms set forth in long-term incentive compensation award agreements relating to termination of employment
.
|
(3)
|
See "Overview of Our President and CEO's Compensation" above
for a discussion of the terms set forth in the CEO Employment Agreement relating to termination of employment, which pertain to the restricted AB Holding Unit award Mr. Bernstein received in May 2017.
|
(4)
|
The CEO Employment Agreement defines “Disability” as a good faith determination by AB that Mr. Bernstein is physically or mentally incapacitated and has been unable for a period of 180 days in the aggregate during any 12-month period to perform substantially all of the duties for which he is responsible immediately before the commencement of the incapacity.
|
(5)
|
Under the CEO Employment Agreement, upon termination of Mr. Bernstein’s employment due to death or disability, and after the COBRA period, AB will provide Mr. Bernstein and his spouse with access to participation in AB’s medical plans at Mr. Bernstein’s (or his spouse’s) sole expense based on a reasonably determined fair market value premium rate.
|
(6)
|
“Disability” is defined in the Incentive Compensation Program award agreements of each named executive officer 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.
|
(7)
|
For additional information relating to the restricted AB Holding Unit award Mr. Gingrich received in February 2017,
please refer to "Annual Short-Term Incentive Compensation Awards (Cash Bonuses)" above.
For additional information relating to the restricted AB Holding Unit award Mr. Gingrich received in April 2018,
please refer to "Chief Operating Officer Equity Award" above in this Item 11.
|
(8)
|
For additional information relating to the restricted AB Holding Unit award received by each of Ms. Burke, Mr. Cranch and Mr. Weisenseel in April 2018,
please refer to "Relocation-related Performance Awards" above in this Item 11.
|
Name
|
|
Fees Earned or Paid in Cash($)
|
|
Stock
Awards
(1)(2)
($)
|
|
Total($)
|
|||
Robert B. Zoellick
|
|
425,000
|
|
|
425,000
|
|
|
850,000
|
|
Paul L. Audet
|
|
105,500
|
|
|
170,000
|
|
|
275,500
|
|
Ramon de Oliveira
|
|
97,000
|
|
|
170,000
|
|
|
267,000
|
|
Barbara Fallon-Walsh
|
|
129,125
|
|
|
170,000
|
|
|
299,125
|
|
Daniel G. Kaye
|
|
132,500
|
|
|
170,000
|
|
|
302,500
|
|
Shelley B. Leibowitz
|
|
99,500
|
|
|
170,000
|
|
|
269,500
|
|
Das Narayandas
|
|
88,000
|
|
|
170,000
|
|
|
258,000
|
|
(1)
|
The aggregate number of restricted AB Holding Units underlying awards outstanding but not yet distributed at December 31, 2018 was: for Mr. Zoellick, 30,800 AB Holding Units; for each of Ms. Fallon-Walsh and Messrs. de Oliveira and Kaye, 9,850 AB Holding Units; and for each of Ms. Leibowitz and Messrs. Audet and Narayandas, 8,589 AB Holding Units.
|
(2)
|
Reflects the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values,
see Note 19 to AB’s consolidated financial statements in Item 8.
|
•
|
an annual retainer of $85,000 (paid quarterly after any quarter during which an Independent Director serves on the Board; annual retainers relating to Committee service,
as described below
, are paid quarterly in arrears as well);
|
•
|
a fee of $5,000 for participating in any meeting of the Board, whether in person or by telephone, in excess of the six regularly-scheduled Board meetings each year;
|
•
|
a fee of $2,000 for participating in any meeting of any duly constituted committee of the Board, whether in person or by telephone, in excess of the number of regularly-scheduled committee meetings each year (
i.e.
, in excess of seven meetings of the Audit Committee and three meetings of each of the Executive Committee, the Compensation Committee and the Governance Committee);
|
•
|
an annual retainer of $25,000 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 grant
under an equity compensation plan consisting of restricted AB Holding Units with a grant date fair value of $170,000.
|
•
|
an annual retainer of $425,000 (paid quarterly after any quarter during which Mr. Zoellick serves as Non-Executive Chairman); and
|
•
|
an annual equity-based grant under an equity compensation plan consisting of restricted AB Holding Units with a grant date fair value of $425,000.
|
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
|
|
671,243
|
|
|
$
|
22.83
|
|
|
45,647,260
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
671,243
|
|
|
$
|
22.83
|
|
|
45,647,260
|
|
(1)
|
All AB Holding Units remaining available for future issuance will be issued pursuant to the 2017 Plan, which was approved during a Special Meeting of AB Holding Unitholders held on September 29, 2017.
|
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
|
|
(3)(4)
|
|
63.3
|
|
(1)(4)
|
AXA Equitable Holdings
(1)(3)(4)
1290 Avenue of the Americas
New York, NY 10104
|
|
170,121,745
|
|
(3)(4)
|
|
63.3
|
|
(1)(4)
|
(1)
|
Based on information included in Form S-4 filed with the SEC on December 6, 2018, AXA owns approximately 59.2% of the outstanding shares of EQH. Additionally, the percent of class included in the above table reflects issued and outstanding AB Units.
|
(2)
|
Based on information provided by AXA, as of
December 31, 2018
, 14.40% of the issued ordinary shares (representing 24.16% 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
”). The address of The Mutuelles AXA is 313 Terrasses de l'Arche 92727 Nanterre Cedex, France.
|
(3)
|
By reason of their relationships, AXA, the Mutuelles AXA, AXA Equitable Holdings, AXA Equitable Financial Services, LLC (a subsidiary of EQH), AXA-IM Holding U.S. (a subsidiary of EQH), Alpha Units Holdings, Inc. (a subsidiary of EQH) 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.
|
(4)
|
AXA, EQH and certain of their respective subsidiaries have reported on Schedule 13D/A dated as of January 3, 2019 that, by reason of AXA’s ownership of 59.2% of the outstanding shares of common stock of EQH, AXA may be deemed to beneficially own all of the issued and outstanding AB Units owned directly and indirectly by EQH.
|
Name of Beneficial Owner
|
|
Number of AB
Holding Units and
Nature of
Beneficial
Ownership
|
|
Percent of Class
|
||
Seth P. Bernstein
(1)(2)
|
|
314,574
|
|
|
*
|
|
Robert B. Zoellick
(1)
|
|
47,100
|
|
|
*
|
|
Paul L. Audet
|
|
9,345
|
|
|
*
|
|
Ramon de Oliveira
(1)
|
|
13,379
|
|
|
*
|
|
Denis Duverne
(1)
|
|
2,000
|
|
|
*
|
|
Barbara Fallon-Walsh
(1)
|
|
13,379
|
|
|
*
|
|
Daniel G. Kaye
(1)
|
|
13,379
|
|
|
*
|
|
Shelley B. Leibowitz
|
|
16,145
|
|
|
*
|
|
Anders Malmstrom
(1)
|
|
—
|
|
|
*
|
|
Das Narayandas
|
|
9,345
|
|
|
*
|
|
Mark Pearson
(1)
|
|
—
|
|
|
*
|
|
James A. Gingrich
(1)(3)
|
|
1,784,907
|
|
|
1.8
|
|
Laurence E. Cranch
(1)(4)
|
|
365,212
|
|
|
*
|
|
John C. Weisenseel
(1)(5)
|
|
303,041
|
|
|
*
|
|
Kate C. Burke
(1)(6)
|
|
208,643
|
|
|
|
|
All directors and executive officers as a group (16 persons)
(7)(8)
|
|
3,137,990
|
|
|
3.2
|
%
|
*
|
Number of AB Holding Units listed represents less than 1% of the Units outstanding.
|
(1)
|
Excludes AB Holding Units beneficially owned by AXA, EQH and their respective subsidiaries. Ms. Fallon-Walsh and Messrs. Bernstein, de Oliveira, Duverne, Kaye, Malmstrom and Pearson are directors and/or officers of AXA, EQH, AXA Equitable and/or MLOA. Ms. Burke and Messrs. Bernstein, Zoellick, Gingrich, Cranch and Weisenseel are directors and/or officers of the General Partner.
|
(2)
|
Represents 314,574 restricted AB Holding Units that have not yet vested or with respect to which he has deferred delivery.
See “Overview of Our President and CEO’s Compensation – Compensation Elements – Restricted AB Holding Units” in Item 11
for additional information.
|
(3)
|
Includes 1,695,216 restricted AB Holding Units awarded to Mr. Gingrich as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery. For information regarding Mr. Gingrich’s long-term incentive compensation awards,
see “Grants of Plan-based Awards in 2018” and “Outstanding Equity Awards at 2018 Fiscal Year-End” in Item 11
.
|
(4)
|
Includes 242,611 restricted AB Holding Units awarded to Mr. Cranch as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery. For information regarding Mr. Cranch's long-term incentive compensation awards,
see “Grants of Plan-based Awards in 2018” and “Outstanding Equity Awards at 2018 Fiscal Year-End” in Item 11
.
|
(5)
|
Includes 270,318 restricted AB Holding Units awarded to Mr. Weisenseel as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery. For information regarding Mr. Weisenseel’s long-term incentive compensation awards,
see “Grants of Plan-based Awards in 2018” and “Outstanding Equity Awards at 2018 Fiscal Year-End” in Item 11
.
|
(6)
|
Includes 189,746 restricted AB Holding Units awarded to Ms. Burke as long-term incentive compensation that have not yet vested. For information regarding Ms. Burke’s long-term incentive compensation awards,
see “Grants of Plan-based Awards in 2018” and “Outstanding Equity Awards at 2018 Fiscal Year-End” in Item 11
.
|
(7)
|
Includes 2,712,465 restricted AB Holding Units awarded to the executive officers as a group as long-term incentive compensation that have not yet vested and/or with respect to which the executive officer has deferred delivery.
|
Name of Beneficial Owner
|
|
Number of Shares and
Nature of Beneficial
Ownership
|
|
Percent of Class
|
|
Seth P. Bernstein
|
|
—
|
|
|
*
|
Robert B. Zoellick
|
|
—
|
|
|
*
|
Paul L. Audet
|
|
—
|
|
|
*
|
Ramon de Oliveira
(2)
|
|
38,536
|
|
|
*
|
Denis Duverne
(3)
|
|
2,010,307
|
|
|
*
|
Barbara Fallon-Walsh
(4)
|
|
29,340
|
|
|
*
|
Daniel G. Kaye
|
|
11,634
|
|
|
*
|
Shelley B. Leibowitz
|
|
—
|
|
|
*
|
Anders Malmstrom
(5)
|
|
129,308
|
|
|
*
|
Das Narayandas
|
|
—
|
|
|
*
|
Mark Pearson
(6)
|
|
496,957
|
|
|
*
|
James A. Gingrich
|
|
—
|
|
|
*
|
Laurence E. Cranch
|
|
—
|
|
|
*
|
John C. Weisenseel
|
|
—
|
|
|
*
|
Kate C. Burke
|
|
—
|
|
|
*
|
All directors and executive officers as a group (16 persons)
(7)
|
|
2,716,082
|
|
|
*
|
(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 4,361 shares Mr. de Oliveira can acquire within 60 days under option plans.
|
(3)
|
Includes 415,045 shares Mr. Duverne can acquire within 60 days under option plans.
|
(4)
|
Includes 2,127 shares Ms. Fallon-Walsh can acquire within 60 days under options plans.
|
(5)
|
Includes 36,807 shares Mr. Malmstrom can acquire within 60 days under option plans. Also includes 62,654 unvested AXA performance shares, which are paid out when vested based on the share price of AXA at that time and are subject to achievement of internal performance conditions.
|
(6)
|
Includes 48,486 shares Mr. Pearson can acquire within 60 days under options plans. Also includes 203,470 unvested AXA performance shares, which are paid out when vested based on the share price of AXA at that time and are subject to achievement of internal performance conditions.
|
(7)
|
Includes 506,826 shares the directors and executive officers as a group can acquire within 60 days under option plans.
|
Name of Beneficial Owner
|
|
Number of Shares and
Nature of Beneficial
Ownership
|
|
Percent of Class
|
|
Seth P. Bernstein
(1)
|
|
13,250
|
|
|
*
|
Robert B. Zoellick
|
|
—
|
|
|
*
|
Paul L. Audet
|
|
—
|
|
|
*
|
Ramon de Oliveira
|
|
8,844
|
|
|
*
|
Denis Duverne
|
|
—
|
|
|
*
|
Barbara Fallon-Walsh
|
|
5,844
|
|
|
*
|
Daniel G. Kaye
|
|
10,844
|
|
|
*
|
Shelley B. Leibowitz
|
|
—
|
|
|
*
|
Anders Malmstrom
(2)
|
|
53,983
|
|
|
*
|
Das Narayandas
|
|
2,000
|
|
|
*
|
Mark Pearson
(3)
|
|
136,187
|
|
|
*
|
James A. Gingrich
|
|
—
|
|
|
*
|
Laurence E. Cranch
|
|
—
|
|
|
*
|
John C. Weisenseel
|
|
—
|
|
|
*
|
Kate C. Burke
|
|
—
|
|
|
*
|
All directors and executive officers as a group (16 persons)
(4)
|
|
230,952
|
|
|
*
|
(1)
|
Includes 9,250 restricted stock units that will vest within 60 days.
|
(2)
|
Includes 33,483 unvested EQH performance shares and 18,500 restricted stock units that will vest within 60 days.
|
(3)
|
Includes 85,937 unvested EQH performance shares and 46,250 restricted stock units that will vest within 60 days.
|
(4)
|
Includes 119,420 unvested EQH performance shares and 64,750 restricted stock units that will vest within 60 days for the directors and executive officers as a group.
|
Parties
(1)
|
General Description of Relationship
(2)
|
Amounts Received
or Accrued for in 2018
|
||
|
|
|
||
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 Holdings and its insurance company subsidiaries.
|
$
|
71,891,000
|
|
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 Equitable Holdings.
|
$
|
27,755,000
|
|
AXA Life Invest
|
We provide investment management, distribution and shareholder servicing-related services.
|
$
|
17,921,000
|
|
AXA Life Japan Limited
(3)
|
|
$
|
15,089,000
|
|
AXA France
(3)
|
|
$
|
10,533,000
|
|
AXA Switzerland Life
(3)
|
|
$
|
8,912,000
|
|
AXA Rosenberg Asia Pacific
(3)
|
|
$
|
6,206,000
|
|
AXA Germany
(3)
|
|
$
|
5,597,000
|
|
AXA Re Arizona Company
(3)
|
|
$
|
3,215,000
|
|
AXA Belgium
(3)
|
|
$
|
3,137,000
|
|
AXA Hong Kong Life
(3)
|
|
$
|
2,400,000
|
|
AXA Insurance UK Non Direct Regulated
(3)
|
|
$
|
2,291,000
|
|
MONY Life Insurance Company of America
(3)
|
|
$
|
1,792,000
|
|
Architas Multi-Manager UK
(3)
|
|
$
|
1,503,000
|
|
AXA Winterthur
(3)
|
|
$
|
1,133,000
|
|
AXA Mediterranean
(3)
|
|
$
|
843,000
|
|
AXA Insurance Ltd
(3)
|
|
$
|
730,000
|
|
AXA U.K. Group Pension Scheme
|
|
$
|
591,000
|
|
AXA Switzerland Property and Casualty
(3)
|
|
$
|
511,000
|
|
AXA Corporate Solutions
(3)
|
|
$
|
428,000
|
|
AXA General Insurance Hong Kong Ltd
(3)
|
|
$
|
397,000
|
|
U.S. Financial Life Insurance Company
(3)
|
|
$
|
373,000
|
|
AXA Spain Property and Casualty
(3)
|
|
$
|
364,000
|
|
AXA General Insurance Hong Kong Ltd.
(3)
|
|
$
|
328,000
|
|
AXA Insurance Company
(3)
|
|
$
|
222,000
|
|
AXA MPS
(3)
|
|
$
|
222,000
|
|
AXA Equitable Holdings
(3)
|
|
$
|
199,000
|
|
AXA Life Singapore
(3)
|
|
$
|
136,000
|
|
AXA Investment Managers Ltd.
(3)
|
|
$
|
109,000
|
|
XL Group Investments Ltd
(3)
|
|
$
|
101,000
|
|
|
|
|
||
Parties
(1)(3)
|
General Description of Relationship
|
Amounts Paid
or Accrued for in 2018 |
||
AXA Advisors
|
Distributes certain of our Retail Products and provides Private Wealth Management referrals.
|
$
|
21,567,000
|
|
AXA Business Services Pvt. Ltd.
|
Provides data processing services and support for certain investment operations functions.
|
$
|
6,815,000
|
|
AXA Equitable Holdings
|
We are covered by various insurance policies maintained by AXA Equitable Holdings.
|
$
|
2,615,000
|
|
AXA Technology Services India Pvt.
|
Provides certain data processing services and functions.
|
$
|
2,153,000
|
|
AXA XL Insurance
|
We are covered by various E&O insurance policies maintained by AXA XL.
|
$
|
1,961,000
|
|
AXA Advisors
|
Sells shares of our mutual funds under Distribution Service and educational Support agreements.
|
$
|
1,485,000
|
|
AXA Group Solutions Pvt. Ltd.
|
Provides maintenance and development support for applications.
|
$
|
1,038,000
|
|
GIE Informatique AXA
|
Provides cooperative technology development and procurement services to us and to various other subsidiaries of AXA.
|
$
|
399,000
|
|
(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.
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Audit fees
(1)
|
$
|
6,244
|
|
|
$
|
5,943
|
|
Audit-related fees
(2)
|
3,259
|
|
|
3,457
|
|
||
Tax fees
(3)
|
2,001
|
|
|
2,112
|
|
||
All other fees
(4)
|
6
|
|
|
189
|
|
||
Total
|
$
|
11,510
|
|
|
$
|
11,701
|
|
(1)
|
Includes $58,447 and $57,010 paid for audit services to AB Holding in
2018
and
2017
, respectively.
|
(2)
|
Audit-related fees consist principally of fees for audits of financial statements of certain employee benefit plans, internal control reviews and accounting consultation.
|
(3)
|
Tax fees consist of fees for tax consultation and tax compliance services.
|
(4)
|
All other fees in
2018
and
2017
consisted of miscellaneous non-audit services.
|
(a)
|
There is no document filed as part of this Form 10-K.
|
(b)
|
Exhibits.
|
|
AllianceBernstein Holding L.P.
|
|
|
|
|
Date: February 13, 2019
|
By:
|
/s/ Seth P. Bernstein
|
|
|
Seth P. Bernstein
|
|
|
Chief Executive Officer
|
Date: February 13, 2019
|
|
/s/ John C. Weisenseel
|
|
|
John C. Weisenseel
|
|
|
Chief Financial Officer
|
Date: February 13, 2019
|
|
/s/ William R. Siemers
|
|
|
William R. Siemers
|
|
|
Controller and Chief Accounting Officer
|
/s/ Seth P. Bernstein
|
|
/s/ Robert B. Zoellick
|
Seth P. Bernstein
|
|
Robert B. Zoellick
|
President and Chief Executive Officer
|
|
Chairman of the Board
|
|
|
|
/s/ Paul L. Audet
|
|
/s/ Ramon de Oliveira
|
Paul L. Audet
|
|
Ramon de Oliveira
|
Director
|
|
Director
|
|
|
|
/s/ Denis Duverne
|
|
/s/ Barbara Fallon-Walsh
|
Denis Duverne
|
|
Barbara Fallon-Walsh
|
Director
|
|
Director
|
|
|
|
/s/ Daniel G. Kaye
|
|
/s/ Shelley B. Leibowitz
|
Daniel G. Kaye
|
|
Shelley B. Leibowitz
|
Director
|
|
Director
|
|
|
|
/s/ Anders Malmstrom
|
|
/s/ Das Narayandas
|
Anders Malmstrom
|
|
Das Narayandas
|
Director
|
|
Director
|
|
|
|
/s/ Mark Pearson
|
|
|
Mark Pearson
|
|
|
Director
|
|
|
|
|
|
Description
|
|
Balance at Beginning
of Period
|
|
Credited to
Costs and
Expenses
|
|
Deductions
|
|
|
|
Balance at End
of Period
|
||||||||
|
|
(in thousands)
|
||||||||||||||||
For the year ended December 31, 2016
|
|
$
|
552
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
(a)
|
|
$
|
513
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
For the year ended December 31, 2017
|
|
$
|
513
|
|
|
$
|
150
|
|
|
$
|
252
|
|
|
(b)
|
|
$
|
411
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
For the year ended December 31, 2018
|
|
$
|
411
|
|
|
$
|
—
|
|
|
16
|
|
|
(c)
|
|
$
|
395
|
|
(a)
|
Includes accounts written-off as uncollectible of $
39
.
|
(b)
|
Includes accounts written-off as uncollectible of
$252
.
|
(c)
|
Includes accounts written-off as uncollectible of
$16
.
|
2.
|
$___________2018 Deferred Cash Award (may not exceed the lesser of $250,000 and 50% of the Award; provided, however, if the Participant is based outside of the United States, is treated as a local hire rather than as an expatriate and received an Award of $100,000 or less, the Deferred Cash Award may be up to 100% of the Award)
|
3.
|
____________ Restricted Units have been awarded pursuant to this Award Agreement.
|
4.
|
The per AB Holding Unit price used to determine the number of Restricted Units awarded hereunder is $26.69 per AB Holding Unit, which is the closing price of an AB Holding Unit as published for composite transactions on the New York Stock Exchange on December 11, 2018.
|
5.
|
Restrictions lapse with respect to the AB Holding Units in accordance with the following schedule:
|
2.
|
$___________2018 Deferred Cash Award (may not exceed the lesser of $250,000 and 50% of the Award; provided, however, if the Participant is based outside of the United States, is treated as a local hire rather than as an expatriate and received an Award of $100,000 or less, the Deferred Cash Award may be up to 100% of the Award)*
|
3.
|
____________ Restricted Units have been awarded pursuant to this Award Agreement.*
|
4.
|
The per AB Holding Unit price used to determine the number of Restricted Units awarded hereunder is $26.69 per AB Holding Unit, which is the closing price of an AB Holding Unit as published for composite transactions on the New York Stock Exchange on December 11, 2018.
|
5.
|
Restrictions lapse with respect to the AB Holding Units in accordance with the following schedule:
|
1.
|
6,320
Restricted Units have been awarded pursuant to this Award Agreement.
|
2.
|
Restrictions lapse with respect to the Units in accordance with the following schedule:
|
1.
|
15,800
Restricted Units have been awarded pursuant to this Award Agreement.
|
2.
|
Restrictions lapse with respect to the Units in accordance with the following schedule:
|
Tenant:
|
AllianceBernstein L.P. (formerly known as Alliance Capital Management L.P.), a Delaware limited partnership (“Alliance”)
|
Floor
(entire floor unless otherwise noted)
|
Delivery Date
|
Concourse (part) (Sup15 §23(a), Sup17 §13, Sup23 §2a)
|
Delivered.
|
Ground Floor (part)
**
|
The Ground Floor (part) formerly leased to Alliance has been surrendered and deleted from the demised premises. Landlord has leased the Ground Floor (part) to Wachovia Bank, National Association (“Wachovia”) pursuant to the Agreement of Lease dated December 22, 2003 (the “Wachovia Lease”), for a term coterminous with Alliance's lease which Wachovia may extend pursuant to its three 5-year extension options. If the term of the Wachovia Lease expires or terminates prior to the expiration or termination of Alliance’s lease, then, on the day after said termination, the Ground Floor (part) will be added back to the demised premises on substantially the same terms (including the rent terms) as were in effect prior to its surrender and deletion from the demised premises (Sup21 §3). For more information regarding the terms of the surrender of Ground Floor part, see below.
|
2, 8, 9, 11 through 14 (Sup15 §2(a); Ltr2; Sup16 §11)
|
Delivered.
|
10 (Sup19 §3(a))
***
|
Delivered.
|
15 (Sup12 §2(a))
|
Delivered.
|
16 (Sup12 §2(b))
|
Delivered.
|
17 (Sup16 §2(b); Sup17 §2(b); Sup18 §2(b); Sup22 §2(b))
|
Delivered.
|
31 (part) (Sup7 §2(c))
|
Delivered.
|
31 (part) (Sup24 §2(a))
|
Delivered.
|
32 (Sup6 §2)
|
Delivered.
|
33 (Sup7 §2(a))
|
Delivered.
|
34 (NW Cor. 94) (Sup8 §2(a))
|
Delivered.
|
34 (NW Cor. 95) (Sup8 §1(c))
|
Delivered.
|
34 (balance) (Sup7 §2(b))
|
Delivered.
|
35 (Sup14 §2(a))
|
Delivered.
|
36 (Sup14 §2(b))
|
Delivered.
|
37 (NE Cor.) (orig. intro.)
|
Delivered.
|
37 (NW Cor.) (orig. §46.01)
|
Delivered.
|
37 (SE Cor.) (Sup1 §2)
|
Delivered.
|
37 (SW Cor.) (Sup5 §2)
|
Delivered.
|
38 (orig. intro.)
|
Delivered.
|
39 (Sup4 §2)
|
Delivered.
|
40 and 41 (Sup9 §3(a); LTR1 par 2)
|
Delivered.
|
42 (Sup25 §2(a))
|
Delivered.
|
43 and 44 (Sup26 §2(a))
|
Delivered.
|
•
|
Enforcement: Landlord will make reasonable efforts to enforce the Wachovia Lease (including the rent obligations). If Wachovia defaults under the Wachovia Lease, then Alliance may, at its option, participate in any action Landlord takes in respect of said default. If Landlord does not take any action, then Alliance may, at its option, (1) cause the Landlord to assign its right to proceed against Wachovia, in which case Alliance may then proceed directly against Wachovia provided that Alliance indemnifies Landlord from any loss arising from such action, or (2) require the Landlord to proceed against Wachovia in which case Alliance will reimburse Landlord within 30 days after demand for any reasonable out-of-pocket expenses incurred by Landlord in respect of enforcing the Wachovia Lease (Sup21 §4(f)).
|
•
|
Amendments, Terminations, Extensions and Consents: Landlord is prohibited from amending the Wachovia Lease or waiving any provision thereof without first obtaining Alliance’s consent. Alliance must be reasonable in respect of consenting to any amendment that would not have an economic or adverse impact on Alliance and Alliance’s failure to respond to a request for such a consent within 5 business days of receipt is deemed consent. Landlord is prohibited from terminating the term of the Wachovia Lease except in the event of a default thereunder or extending the term of the Wachovia Lease except pursuant to the express provisions thereof without first obtaining Alliance's consent (Sup21 §5(a)). Landlord is prohibited from granting its consent to any matter contemplated by the Wachovia Lease (e.g., subleases and alterations) without first obtaining Alliance’s consent. Alliance's rights in respect of Wachovia signage is summarized in more detail below. Alliance is required to be reasonable in granting its consent to any such matter if Landlord is obligated to be reasonable under the Wachovia Lease. Alliance is required to respond in the same time period as Landlord is obligated to respond to any request for consent and Alliance will be deemed to have given its consent if it fails to respond (Sup21 §5(c); LTR3 §3).
|
•
|
Signage: Wachovia is prohibited from displaying signage on the window, doors or the exterior of the perimeter walls of its demised premises unless Wachovia obtains the prior written reasonable consent of the Landlord and said signage is in conformity with the building standard sign program (Wachovia Lease §46.2(e)). However, Wachovia has the right to install signage on the interior and exterior of the demised premises that conforms with Wachovia's standard national or NYC signage program provided that said signage pertains primarily to general retail banking, safe deposits or electronic banking and not to certain permitted ancillary uses (e.g. brokerage, insurance, investment services). Nevertheless, Wachovia has the right to display temporary signage which describes said ancillary uses in certain designated areas provided that Wachovia is obligated to remove said signage if either Landlord or Alliance reasonably believes that said temporary signage is not in keeping with the quality or character of the building. The size and location of signage on or visible from the exterior of the Ground Floor (part) is subject to the reasonable approval and Landlord and Alliance. Wachovia also has the right to display promotional banners provided the size, color and location of said banners is subject to the reasonable approval of Landlord and Alliance.
|
•
|
Assignment/Subletting Profits: Landlord and Alliance will share equally any sublease or assignment of lease profits payable to Landlord under the Wachovia Lease (Sup21 §6(a)).
|
•
|
Hold Over by Wachovia: If Wachovia holds over following the termination of the Wachovia Lease term, then Landlord will promptly commence summary dispossess proceedings and will use commercially reasonable efforts to evict Wachovia. Landlord will pay to Alliance any amounts recovered from Wachovia arising from said proceedings after first deducting Landlord's actual out-of-pocket expenses, provided that if the amounts paid over by Landlord exceed the sums paid by Alliance in respect of the Ground Floor (part) for the corresponding period, then Landlord will be permitted to retain 50% of said excess (Sup21 §8).
|
•
|
Reimbursement of Landlord on Account of Payments to Cushman & Wakefield, Inc.: Alliance will reimburse Landlord up to $601,854.52 in respect of any amounts paid by Landlord to Cushman & Wakefield, Inc. arising from Sup21 (Sup21 §10).
|
Check Meters:
|
All floors have check meters except for Floors 31 (part), 32-34, and 37-39, which will have check meters on or before November 1, 2009 (Sup9 §5) and Floor 42, which will have check meters on or before May 1, 2011 (Sup25 §4(c)(i)). The check meters measure electricity demand and consumption for each floor during a calendar month. Alliance pays Landlord, within 30 days after receipt of a bill, Landlord’s cost of the electricity consumed based on the applicable rate charged to the Landlord by the supplying utility, plus a 2% administrative fee (Sup9 §5(b) and (c); Sup12 §4(b) and (c); Sup14 §4(b) and (c); Sup15 §4(b) and (c); Sup22 §4(b); Sup24 §4(b); Sup25 §4(c); Sup26 §4(b)). Landlord will provide check meters for any portion of the Concourse (part) space measuring at least 3,000 contiguous rsf (Sup15 §23(f)(i)). If the check meters for Floors 31 (part), 32-34, and 37-39 are not installed by November 1, 2009, then Alliance will pay Landlord what Landlord’s electrical consultant determines to be Landlord’s cost for such electricity, provided that Alliance may dispute such determination in accordance with a specified procedure.
|
Dispute:
|
Each bill is binding on Alliance unless Alliance disputes such bill within 90 days of receipt. In case of a dispute, Alliance’s electrical consultant will submit its determination within such 90 day period and Landlord and Alliance will seek a resolution. Upon Alliance’s request, Landlord will make available its utility bills for the building for at least the last 3 years. If Landlord and Alliance cannot agree, they will choose a third electrical consultant to perform a limited review (Sup12, §5(c)(ii); Sup12 §4(c)(ii); Sup14 §4(c)(ii); Sup15 §4(c)(ii); Sup22 §4(c)(ii); Sup24 §4(c)(ii); Sup25 §4(c)(iii); Sup26 §4(b)).
|
Wattage:
|
6 watts per usable square foot excluding building HVAC systems and other base building systems (Sup9 §5(e); Sup12 §4(e); Sup14 §4(e); Sup15 §4(e); Sup22 §4(e); Sup24 §4(e); Sup25 §4(e); Sup26 §4(e)).
|
Additional Capacity:
|
Upon notice from Alliance, Landlord will provide Alliance with (1) an additional 400 amperes in the aggregate for the 15
th
and 16
th
floors (Sup12 §4(e)), and (2) up to another 1,800 amperes for the entire demised premises (Sup14 §4(f)). Such notice will be given by Alliance on or before, with regard to the 15
th
and 16
th
floors, the date Alliance delivers to Landlord its plans for its initial fit-out of the 15
th
floor (but in no event later than June 30, 2001), and, with regard to the rest of the demised premises, by December 31, 2001 (Sup12 §4(e) and Sup14 §4(e)). Alliance is responsible for any construction costs it would incur in connection with alterations relating to such additional electricity supply, as well as a pro-rata share of Landlord’s construction costs (Sup12 §4(e); Sup14 §4(e); and Sup15 §4(f)).
|
Discontinuance of Service:
|
Landlord may discontinue furnishing electricity to Alliance only if Landlord simultaneously discontinues service to 80% of the other building tenants (Sup15 §4(d)), upon 60 days’ written notice, provided such period is extended as reasonably necessary to permit Alliance to obtain electricity from the utility company servicing the Building. In such case, Alliance may use the existing wiring. The cost of installation of any additional wiring will be borne, if such discontinuance is voluntary, by Landlord, and if such discontinuance is involuntary, by Landlord and Alliance with Alliance’s share equal to the total cost of such additional wiring multiplied by a fraction, the numerator of which is remaining months of the Lease term and the denominator of which is as follows:
|
Floor(s)
|
Denominator
|
2, 8-14
|
188 (Sup15 §4(d))
|
15, 16
|
248 (Sup12 §4(d) and (h); Sup15 §4(d))
|
17
|
182 for the space demised by Sup22, 214 for the space demised by Sup18 and 219 for all other space on Floor 17 (Sup22 §4(d)).
|
31 (part), 32-34, 37-41
|
294 (Sup9 §15(d); Sup15 §4(d))
|
31 (part)
|
116 (Sup24 §4(d))
|
35 and 36
|
237 (Sup14 §4(d); Sup15 §4(d))
|
42
|
150 (Sup25 §4(d))
|
43 and 44
|
104 (Sup26 §4(d))
|
Electricity Rent Inclusion Factor for Floors 31 (part), 32-34, and 37-39
:
|
Until November 1, 2009, the charge for electricity for Floors 31 (part), 32-34, and 37-39 (the “ERIF”) is included in fixed annual rent (orig. §7.02(a)). Such charge, however, is separately quantified (as listed below) and is subject to increase or decrease (but in no event below $2.75 per s.f. per annum) in proportion to increases or decreases in Landlord’s electricity costs for the building (orig. §7.02(a)).
|
Floor (entire floor unless otherwise noted)
|
Original ERIF
|
31(part), 33, 34
|
$249,902.46 (Sup7 §3(g))
|
32
|
$104,337.75 (Sup6 §3(c))
|
37 (NE Cor.), 38
|
$127,187.50 (orig. §7.02(a))
|
37 (NW Cor.)
|
$27,500.00 (orig. §46.02(d))
|
37 (SE Cor.)
|
$13,750.00 (Sup1 §3(e)
|
37 (SW Cor.)
|
$27,912.50 (Sup5 §3(c))
|
39
|
$96,937.50 (Sup4 §3(c))
|
Electricity Rent Inclusion Factor for 42
nd
Floor
:
|
Until May 1, 2011, the charge for electricity for Floor 42 is included in fixed annual rent. The initial amount of such charge is $5.81 per s.f. and is subject to increase or decrease (but in no event below $5.81 per s.f. per annum) in proportion to increases or decreases in Landlord’s electricity costs for the building as well based on Alliance’s electricity consumption. A determination by Landlord of a change in the rent inclusion charge as a result of a survey of electrical consumption in the Demised Premises will be binding on Alliance unless Alliance disputes such determination within 30 days of receipt of such determination. If Alliance disputes such determination, it will have its own electrical consultant at its own cost attempt to resolve the dispute in consultation with Landlord’s electrical consultant. If they cannot agree on a resolution, they will choose a third electrical consultant who’s decision will control (Sup25 §4(b)).
|
Supplies:
|
At Landlord’s option, Alliance is required to purchase (for a reasonable charge) from Landlord all lighting tubes, lamps, bulbs and ballasts used in the demised premises (orig. §7.05(b)).
|
Concourse Space:
|
Subject to the following sentence, for any portion of the demised premises located on the concourse consisting of less than 3,000 contiguous rsf, Alliance will pay an ERIF of $0.75/rsf, subject to increase if Alliance uses the space for anything other than storage (Sup15 §23(f)(ii)). For the portion of the demised premises located on the concourse and leased pursuant to Sup23, however, Landlord will provide electricity at no additional charge provided that if Landlord determines on a reasonable basis that Alliance is consuming excessive electricity, then Landlord may commence charging Alliance for such electricity on either (at Landlord’s option) a rent inclusion or submeter basis.
|
FLOOR
|
BASE YEAR
|
PERCENTAGE
|
Ground Floor (part)
|
1999/2000 (Sup13§3(c)(1)).
|
0.483%
(Sup13 §3(c)(2)) |
2, 8, 9, 11-14
|
Average of 2000/01 and 2001/02 (Sup15 §3(d)(i)).
|
14.72%
(Sup15 §3(d)(ii); Sup19 §2(d)) |
10
|
Average of 2000/01 and 2001/02 (Sup15 §3(d)(i)).
|
2.11% (Sup19 §3(d))
|
15
|
1999/2000 (Sup12 §3(a)(4)(a)).
|
2.150%
(Sup12 §3 (a)(4)(b)) |
16
|
1999/2000 (Sup12 §3(b)(4)(a)).
|
2.150%
(Sup12 §3(b)(4)(b)) |
17
|
Average of 2000/01 and 2001/02 (Sup16 §3(d)(i); Sup17 §3(d)(i); Sup18 §3(d)(i)) Except with respect to the Sup22 17
th
floor space, for which it is the average of 2003/04 and 2004/05 (Sup22 §3(d)(i)).
|
2.147% (Sup16 §3(d)(ii); Sup17 §3(d)(ii); Sup18 §3(d)(ii); Sup22 §3(d)(ii))
|
31 (part), 33, 34
|
Average of 1994/95 and 1995/96 (Sup7 §(3)(f)(i)). Beginning on 11/01/09, changed to 1995/96 (Sup9 §4(e)).
|
5.130%
(Sup7 §3(f)(ii)) |
31 (part)
|
Average of 2007/08 and 2008/09 (Sup24 §3(d)(i)).
|
1.35% (Sup24 §3(d)(ii))
|
32
|
1993/94 (Sup6 §3(b)(i)). Beginning on 11/01/09, changed to 1995/96 (Sup9 §4(e)).
|
2.150%
(Sup6 §3(b)(ii)) |
35
|
2000/01 (Sup14 §3(a)(4)(a)).
|
2.150%
(Sup14 §3(a)(4)(b)) |
36
|
2000/01 (Sup14 §3(b)(4)(a)).
|
2.150%
(Sup14 §3(b)(4)(b)) |
37 (NE Cor.), 38
|
1985/86 (orig. §4.01(a)(i)). Beginning on 11/01/09, changed to 1995/96 (Sup9 §4(e)).
|
2.820%
(orig. §4.01(a)(ii) |
37 (NW Cor.)
|
1985/86 (orig. §4.01(a)(i)). Beginning on 11/01/09, changed to 1995/96 (Sup9 §4(e)).
|
0.610%
(orig. §46.02(b)) |
37 (SE Cor.)
|
1985/86 (Sup1 §3(a)). Beginning on 11/01/09, changed to 1995/96 (Sup9 §4(e)).
|
0.300%
(Sup1 §3(b)) |
37 (SW Cor.)
|
1988/89 (Sup5, §3(b)(i)). Beginning on 11/01/09, changed to 1995/96 (Sup9 §4(e)).
|
0.618%
(Sup5 §3(b)(ii) |
39
|
1988/89 (Sup4 §3(b)(i)). Beginning on 11/01/09, changed to 1995/96 (Sup9 §4(e)).
|
2.150%
(Sup4 §3(b)(ii)) |
40, 41, 45
|
1995/96 (Sup9 §4(d)(i)).
|
6.446%
(Sup10 §2(a)) |
42
|
1988/89 (Sup25 §3(d)(i)(a)). Beginning on 5/1/11, changed to average of 2007/08 and 2008/09 (Sup25 §3(d)(i)(b)).
|
2.24%
(Sup25 §3(d)(ii)) |
43 and 44
|
Average of 2007/08 and 2008/09 (Sup26 §3(d)(i)).
|
4.45%
(Sup26 §3(d)(ii)) |
Floor
|
Base
|
Percentage
|
Ground (part)
|
Expenses for 1999 calendar year (Sup13 §3(c)(3)).
|
0.483%
(Sup13 §3(c)(4)) |
2, 8, 9, 11-14
|
Expenses for 2001 calendar year (Sup15 §3(d)(ii)).
|
15.67%
(Sup15 §3(d)(iv); Sup19 §2(c)) |
15
|
Expenses for 1999 calendar year (Sup12 §3(a)(4)(c)).
|
2.290%
(Sup12 §3(c)(4)(d)) |
16
|
Expenses for 1999 calendar year (Sup12 §3(b)(4)(c)).
|
2.290%
(Sup12 §3(b)(4)) |
17
|
Expenses for 2001 calendar year (Sup16 §3(d)(iii); Sup17 §3(d)(iii); Sup18 §3(d)(iii)), except for the Sup22 17
th
floor space, for which it is 2004 (Sup22 §3(d)(iii)).
|
2.288% (Sup16 §3(d)(iv); Sup17 §3(d)9iv); Sup18 §3(d)(iv) and Sup22 §3(d)(iv))
|
31 (part), 33, 34
|
Expenses for 1995 calendar year (Sup7 §3(f)(iii); Sup9 §4(e)).
|
5.450%
(Sup7 §3(f)(iv)) |
31 (part)
|
Expenses for 2008 calendar year (Sup24 §3(d)(iii)).
|
1.43%
(Sup24 §3(d)(iv)) |
32
|
Expenses for 1993 calendar year (Sup6 §3(b)(iii)). As of 11/01/09, changed to expenses for calendar year 1995 (Sup9 §4(e)).
|
2.290%
(Sup6 §3(b)(iv)) |
35
|
Expenses for 2000 calendar year (Sup14 §3(a)(4)(c)).
|
2.290%
(Sup14 §3(a)(4)(d)) |
36
|
Expenses for 2000 calendar year (Sup14 §3(b)(4)(c)).
|
2.290%
(Sup14 §3(b)(4)(d)) |
37 (NE Cor.) and 38
|
$6,509,748 (orig §5.01(a)(i)). As of 11/01/09, changed to expenses for 1995 calendar year (Sup9 §4(e)).
|
3.000%
(orig §5.01(a)(iv)) |
37 (NW Cor.)
|
$6,509,748 (orig. §5.01(a)(i)). As of 11/01/09, changed to expenses for 1995 calendar year (Sup9 §4(e)).
|
0.650%
(orig. §46.01(b)) |
37 (SE Cor.)
|
$6,509,748 (Sup1 §5.01(a)(i)). As of 11/01/09, changed to expenses for calendar year 1995 (Sup9 §4(e)).
|
0.330%
(Sup1 §3(c)) |
37 (SW Cor.)
|
Expenses for calendar year 1989 (Sup5 §3(b)(iii)). As of 11/01/09, changed to expenses for calendar year 1995 (Sup9 §4(e)).
|
0.659%
(Sup5 §3(b)(iv) |
39
|
Expenses for calendar year 1989 (Sup4 §3(b)(iii)). As of 11/01/09, changed to expenses for calendar year 1995 (Sup9 §4(e)).
|
2.290%
(Sup4 §3(b)(iv)) |
40, 41
|
Expenses for calendar year 1995 (Sup9 §4(d)9iii)).
|
6.865% (Sup11 §2(c))
|
42
|
Expenses for calendar year 1989 (Sup25 §3(d)(iii)(a)). As of 5/1/11, changed to expenses for calendar year 2008 (Sup25 §3(d)(iii)(b)).
|
2.38%
(Sup25 §3(d)(iv)) |
43 and 44
|
Expenses for calendar year 2008 (Sup26 §3(d)(iii)).
|
4.73%
(Sup26 §3(d)(iv)) |
Services:
|
The Cleaning Contractor provides certain cleaning services for the office areas and lavatories of the demised premises (§1(a)). The cleaning services provided do not include the cleaning of below-grade space, kitchen, pantry or dining space, storage, shipping, computer or word-processing space, or private or executive lavatories (§1(b)). The Cleaning Contractor is not responsible for removing debris and rubbish from areas under construction in the demised premises (§2). The quality of the cleaning services will be comparable to that provided in first class buildings in midtown Manhattan (§1(a)).
|
Access:
|
The Cleaning Contractor has access to the demised premises from 6 p.m. to 2 a.m. on business days. The Cleaning Contractor has the right to use Alliance’s light, power and water, as reasonably required (§1(a)).
|
Term:
|
The cleaning agreements are co-terminous with the Lease (§2).
|
Fee:
|
Alliance pays the Cleaning Contractor, for the office space, a fixed monthly fee of $310,465.73, plus an amount equal to the fee for Floor 36 multiplied by the percentage increase in the labor rate in 2000 over 1999, plus an amount equal to the fee for Floors 2, 8, 9, 11-14 multiplied by the percentage increase in the labor rate in 2001 over 2000, plus an amount equal to the fee for Floor 10 multiplied by the percentage increase in the labor rate in 2001 over 2000 (CAO §3; CAO-2 §3; CAO-3 §3; CAO-4 §3; CAO-5 §3; CAO-6 §3; CAO-7 §3; CAO-8 §3; CAO-9 §3; CAO-11 §3). Alliance pays the Cleaning Contractor a fixed monthly fee of $2,833.33 for the ground floor space (CAG §3). The fixed monthly fee for cleaning the office space will increase by $11,087.73 plus an adjustment based on the increase in the labor rate in 2008 over 2007 with the addition of remainder of Floor 31 to demised premises (CAO-10 §3) and will increase by $36,604.68 plus an adjustment based on the increase in the labor rate in 2008 over 2007 with the addition of Floor 10 to demised premises (CAO-12 §3). The monthly fee with respect to Floor 8 for the extended term of January 1, 2020 through December 31, 2024 is $14,717.83. (Sup28 §2). The fixed monthly fee is inclusive of sales tax and is payable in advance on the first of each month (§3). Payment for any additional cleaning services will be made by Alliance within 20 days of demand. The cost of such additional services must be comparable to services provided in comparable buildings (§1(a)). In addition to the fixed fee, Alliance pays the Cleaning Contractor a percentage of annual increases in cleaning costs (which annual increases are equal to the annual percentage increase in porters’ wages over a porter’s wage base year) over an amount representing base year cleaning costs. The percentage for the office space is 53.899% (CAO §3 and §4; CAO-2 §3; CAO-3 §3; CAO-4 §3; CAO-5 §3; CAO-6 §3; CAO-7 §3; CAO-8 §3; CAO-9 §3; CAO-11 §3) and 0.483% for the ground floor space (CAG §4). The percentage for the office space will increase by 1.46% (CAO-10 §3) to with the addition of the remainder of Floor 31 and will increase by 4.82% with the addition of Floors 43 and 44. The percentage for Floor 8 for the extended term of January 1, 2020 through December 31, 2024 is 2.29%. (Sup28 §2). The other variables in such calculation are as follows:
|
Floor
|
Base Year for
Porter’s Wages |
Base for Cleaning Costs
|
Ground (part)
|
1999 (CAG §4)
|
$6,286,271.55 (CAG §4)
|
2, 8-14
|
2001 (CAO-5, §4)
|
$6,444,056.97 (CAO-5, §4)
|
15 and 16
|
1999 (CAO-3 §4)
|
$6,247,986 (CAO-3, §4)
|
17 (except for the part demised by Sup22)
|
2001 (CAO-6 §4; CAO-7 §4; CAO-8 §4)
|
$6,629,645.81
|
17 (the part demised by Sup22)
|
2004 (CAO-9 §4)
|
$7,606,434.69 (CAO-9 §4)
|
31 (part) , 32-34, 37-41
|
1995 (CAO §4(a)(i))
|
$5,827,772 (CAO §4(a)(iii))
|
31 (the part demised by Sup24)
|
2008 (CAO-10 §4)
|
$8,408,948.97 (CAO-10 §4)
|
35 and 36
|
2000 (CAO-4 §4)
|
$6,381,693 (CAO-4 §4)
|
42
|
2008 (CAO-11 §4)
|
$8,408,948.97 (CAO-11 §4)
|
43 and 44
|
2008 (CAO-12 §4)
|
$8,408,948.97 (CAO-12 §4)
|
Dispute with Cleaning Contractor:
|
If Alliance believes that the Cleaning Contractor is not adequately performing under a cleaning agreement, and the Cleaning Contractor has not corrected such inadequate performance within 10 days after notice, Alliance may arbitrate whether the Cleaning Contractor is adequately performing. If a majority of the required arbitrators find that the Cleaning Contractor is not adequately performing, then the Cleaning Contractor will correct such inadequate performance within 10 days of such finding. If Contractor fails to do so, Alliance may terminate the cleaning agreement upon 10 days notice. (§5).
|
Default by Alliance:
|
If Alliance fails to make a payment due under a cleaning agreement within 15 days of notice of such failure, the Cleaning Contractor may, upon 10 days notice terminate the cleaning agreement if Alliance also fails to make such payment within such 10 day period. In case of such termination, Alliance may only use the approved cleaning contractor for the building (§6). If a payment is not made within 3 days of notice of such failure, such payment accrues interest from the due date at prime rate, provided that Cleaning Contractor is not obligated to give such notice more than twice a year (§12).
|
Rent Credit:
|
Alliance is entitled to a credit against the monthly installment of fixed rent in the amount of $169,479.10 per month (Sup9 §4(c); Sup10 §2(c); Sup11 §2(c); LTR1; Sup12 §3(a)(3) and §3(b)(3); Sup14 §3(a)(3) and §3(b)(3); Sup15 §3(c)) Sup16 §3(c); Sup17 §3(c); Sup18 §3(c) and Sup22 §3(c) plus an amount equal to the credit for Floor 36 multiplied by the percentage increase in the labor rate in 2000 over 1999 (Sup14 §3(b)(3)). The monthly credit will increase by (i) $92,734.38 plus an adjustment based on the increase in the labor rate in 2001 over 2000 with the addition of Floors 2, 8, 9, 11-14 to the demised premises (Sup15 §3(c); Sup19 §2(c)), (ii) by $13,296.17 plus an adjustment based on the increase in the labor rate in 2001 over 2000 with the addition of Floor 10 to the demised premises (Sup19 §3(c)); (iii) by $11,087.72 plus an adjustment based on the increase in the labor rate in 2008 over 2007 with the addition of remainder of Floor 31 to the demised premises (Sup24 §3(c)); (iv) by $220,539.40 plus an adjustment based on the increase in the labor rate in 2008 over 2007 on May 1, 2011 (Sup25 §3(c)); and (v) by $439,256.17 plus an adjustment based on the increase in the labor rate in 2008 over 2007 on May 1, 2011. The monthly credit with respect to Floor 8 for the extended term of January 1, 2020 through December 31, 2024 is $13,635.52. (Sup28 §2).
|
Termination of Cleaning Agreement:
|
In the event the cleaning agreement for the office space is terminated, Landlord will provide cleaning services and Alliance will pay Landlord on a monthly basis for the office space (assuming that all of the office space demised under the lease is delivered to Alliance at that time) 60.17% (Sup26 §7(a)) of annual increases in cleaning costs (which annual increases are equal to annual percentage increases in porter’s wages) over Landlord’s cleaning costs for the entire building during the first full calendar year after the Cleaning Agreement’s termination (orig. §6.04, as modified by Sup9 §8(a)). Landlord’s cleaning cost escalation statements are final and determinative unless Alliance challenges such statement in writing within 90 days (Sup7 §6(d)) of receipt. Alliance must make payment in accordance with such statement pending dispute resolution. Landlord and Alliance will resolve any dispute by arbitration with 3 arbitrators, each of whom will have at least 10 years’ experience in the operation and management of major Manhattan office buildings (orig. §6.01(d)).
|
Alliance’s Responsibility
|
Alliance will make repairs to the demised premises necessitated by its acts, omissions, occupancy or negligence (except for fire or other casualty caused by Alliance’s negligence if Landlord’s insurance is not invalidated thereby) (orig. §9.01).
|
Landlord’s Responsibility
|
Landlord will maintain the building and its common areas in a manner appropriate to a first class office building. The building exterior, the window sills outside the window and the windows are not part of the demised premises (orig. §9.01).
|
Approval:
|
All alterations require Landlord’s prior written approval, which will not be unreasonably withheld or delayed, provided that it does not (1) affect the structural integrity of the building, (2) affect the exterior of the building, or (3) adversely affect the building’s systems without, in Landlord’s opinion, adequate mitigation (orig. §8.01).
|
Landlord’s Reimbursement:
|
Alliance will reimburse Landlord’s out-of-pocket costs incurred in reviewing alterations (orig. §8.01).
|
Contractors:
|
Landlord’s affiliate will act as general contractor for any alteration work performed anywhere in the demised premises for one year after the delivery of the 2
nd
and 8
th
-14
th
floors, for a fee not to exceed 6% of the aggregate cost of such work. In acting as general contractor, Landlord’s affiliate will obtain competitive bids from at least 3 subcontractors approved by Landlord for each category of work, except that there is only one approved subcontractor for air conditioning balancing work (although Alliance may have another subcontractor verify the work) and there are only 2 unaffiliated subcontractors for the base building work (Sup15 §6(a)). Alliance and Plaza Construction Corp., Landlord'’s affiliate, have subsequently entered into that certain Master Agreement dated January 27, 2004 pursuant to which Plaza Construction Corp. will provide construction management services to Alliance in respect of construction projects at the building. Landlord must have given its approval of any contractors performing alterations. Alliance will inform the Landlord of the name of any contractors or subcontractors Alliance proposes to do any alterations at least 10 days prior to work commencement (orig. §8.01 2(a)).
|
Insurance Certificates:
|
Prior to commencing any alterations, Alliance will deliver to Landlord an insurance certificate evidencing the existence of workmen’s compensation insurance covering all persons involved in such alterations and reasonable comprehensive general liability and property damage insurance with coverage of at least $1 million single limit (orig. §8.01(7)).
|
Records:
|
Alliance will keep records of alterations exceeding $25,000 in cost and provide copies of such records to Landlord within 45 days of demand (orig. §8.07).
|
38
th
/39
th
Floor Staircase:
|
Alliance has the right to install a staircase between the 38
th
and 39
th
floors provided that Landlord approves the plans therefor and the staircase is installed in compliance with Articles 8 and 45 of the lease (Sup4 §14).
|
Expiration of Term:
|
All improvements installed by Landlord are the property of the Landlord (orig. §8.03) and all permanent improvements (including, therefore, any kitchen, pantry or dining room) will remain at the expiration of the term without Alliance being obligated to remove such permanent improvements. (orig. §8.04) All fixtures (other than trade fixtures) installed by Landlord become the property of the Landlord, and will remain as part of the demised premises, upon expiration of the lease. All furnishings and trade fixtures supplied by Alliance at its expense are Alliance’s property and, with regard to Alliance’s furniture and movable office equipment only (Sup7 §6(e)), will be removed upon the expiration of the lease term following the lease expiration unless Landlord notifies Alliance (within 30 days after Alliance’s notice, which notice will be given at least 3 months prior to expiration of the lease term) that such property may remain in the demised premise following the lease term expiration (orig. §8.05). Alliance has no obligation to remove any staircases in the demised premises (Sup9 §21).
|
Emergency Generator:
|
Alliance is permitted to install a 2800 KW Detroit diesel emergency generator back-up power system in specified locations in the building (Sup27 §2(b)). Alliance is permitted to connect the back-up power system to the building’s emergency generator system. Up to 1500 KW of the power generated by the back-up power system will back-up the building’s emergency generator system (Sup27 §2(d)). Landlord will operate and maintain the back-up power system at Alliance’s expense and, as part of such obligation, Landlord will enter into a maintenance contract for same subject to the reasonable approval of Alliance (Sup27 §2(d)). Alliance is obligated to pay a one-time fee for such emergency generator rights equal to $75,000, adjusted for inflation based on increases in the Consumer Price Index (Sup27 §2(f)). Alliance will pay for its proportionate share (based on KW capacity) of fuel purchased for the emergency generator system and has the right, subject to Landlord’s reasonable approval, to install its own fuel storage tanks (Sup27 §2(g)). The back-up power system will remain and not be removed at the end of the lease term (Sup27 §2(i)). Alliance has, through 1/31/10, a limited right of first offer to lease space to install another emergency generator. Alliance has 15 days to accept any such offer (Sup27 §3).
|
Communications Antenna or Dish:
|
Alliance has the right, subject to the other alteration provisions of the Lease and to all applicable legal requirements, to install a communications antenna or dish on the roof in a location reasonably determined by Landlord. Landlord may require Alliance to relocate the antenna, at Landlord’s expense, to mitigate interference with other uses, so long as the antenna is able to function in its relocated position, provided that if such relocation does mitigate the interference, Landlord may require Alliance to remove the antenna so long as no other antennas are allowed to be installed on the roof and Landlord bears the cost of such removal and the unamortized value of the antenna. If deemed reasonably advisable by Landlord’s engineer, Landlord will, at Alliance’s expense, reinforce the area under the antenna and, upon lease expiration, Alliance will remove the antenna and restore any damage caused thereby. Alliance will pay Landlord one-half of fair market rent for the roof space used by the antenna. Alliance, under Landlord’s supervision (the cost of which Alliance is obligated to reimburse, has access to the roof and other areas of the building as reasonably necessary to maintain and repair the antenna (Sup9 §20).
|
Communications Wiring:
|
Landlord will provide Alliance a reasonable area in a common vertical riser shaft in the building for the installation of data, communications and security system cabling.
|
Initial Fit-Out of Balance of 31st Floor:
|
Alliance, at its expense, will prepare a complete set of plans for the work, which is subject to the reasonable approval of Landlord (orig. §45.01). Although Alliance is permitted to use its own engineer, such plans ultimately are subject to the reasonable approval of Landlord’s designated engineer. There is no deadline for the delivery to Landlord of the plans for Alliance’s initial fit-out (Sup24 §6(a)). Landlord will provide Alliance with a $762,240 allowance for the hard costs and certain soft costs of the fit-out. The allowance can be disbursed in installments upon Alliance’s request and any unused portion will be credited against fixed rent (Sup24 §6(b)(i)). Alliance may use the allowance to pay for construction work undertaken in the demised premises leased prior to Sup24, but if Alliance draws on the allowance prior to May 1, 2010 then the allowance will be reduced by the future value of the amount drawn upon calculated at 6% per year (Sup24 §6(b)(ii)).
|
Initial Fit-Out of 42
nd
Floor:
|
Alliance, at its expense, will prepare a complete set of plans for the work, which is subject to the reasonable approval of Landlord (orig. §45.01). Although Alliance is permitted to use its own engineer, such plans ultimately are subject to the reasonable approval of Landlord’s designated engineer. There is no deadline for the delivery to Landlord of the plans for Alliance’s initial fit-out (Sup25 §6(a)). Landlord will provide Alliance with a $1,266,090 allowance for the hard costs and certain soft costs of the fit-out. The allowance can be disbursed in installments upon Alliance’s request and any unused portion will be credited against fixed rent (Sup25 §6(b)). If, however, Alliance draws on the allowance prior to May 1, 2011 then the allowance will be reduced by the future value of the amount drawn upon calculated at 6% per year (Sup25 §6(b)(ii)).
|
Initial Fit-Out of 43
rd
and 44
th
Floors:
|
Alliance, at its expense, will prepare a complete set of plans for the work, which is subject to the reasonable approval of Landlord (orig. §45.01). Although Alliance is permitted to use its own engineer, such plans ultimately are subject to the reasonable approval of Landlord’s designated engineer. There is no deadline for the delivery to Landlord of the plans for Alliance’s initial fit-out (Sup26 §6(a)).
|
Subordination, Non-Disturbance and Attornment:
|
The Lease is subordinate to all present and future mortgages and ground leases only to the extent Alliance receives a subordination, non-disturbance and attornment agreement from the holder thereof (orig. §11.01; Sup15 §8). Alliance will not exercise any right to terminate the lease due to an act or omission of Landlord without first giving notice of such act or omission to any mortgagee or ground lessor of which Alliance has been notified and giving such mortgagee or ground lessor an opportunity to cure such act or omission within a reasonable period of time after such notice provided that such mortgagee or ground lessor notifies Alliance that it will commence and continue to remedy such act or omission (orig. §11.02). Alliance and the property’s mortgagee are parties to a subordination, non-disturbance and attornment agreement (SNDA-M). Alliance and the property’s ground lessor are parties to a subordination, non-disturbance and attornment agreement (SNDA-G).
|
Estoppel:
|
Alliance will provide an estoppel certificate within 10 days after Landlord’s request. The estoppel certificate will certify:
(a) that the Lease is unmodified and in full force and effect or, if there has been any modification that the same is in full force and effect as modified and state any such modification;
(b) whether the term of the Lease has commenced and rent become payable thereunder; and whether Alliance has accepted possession of the demised premises;
(c) whether or not there are then existing any defenses or offsets which are not claims under paragraph (e) below against the enforcement of any of the agreements, terms, covenants, or conditions of the Lease any modification thereof upon the part of Alliance to be performed or complied with, and, if so, specifying the same;
(d) the dates to which the fixed annual rent, and additional rent, and other charges hereunder, have been paid; and
(e) whether or not Alliance has made any claim against Landlord under the Lease and if so the nature thereof and the dollar amount, if any, of such claim (orig. §36).
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Insurance:
|
Alliance will reimburse Landlord for any increases in Landlord’s fire insurance caused by Alliance (orig. §10.03).
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Landlord
|
Landlord is not liable for damage or injury to property or persons unless caused by or due to the negligence of Landlord or its agents, servants or employees (orig. §12.01). Alliance will look solely to Landlord’s estate in the Building for the satisfaction of any judgment (orig. §12.05).
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Alliance:
|
Alliance will reimburse Landlord for all costs incurred by Landlord that Landlord does not recover from insurance resulting from Alliance’s breach under the lease, by reason of damage or injury caused by Alliance in connection with the moving of Alliance’s property except as provided in the lease, and by reason of the negligence of Alliance or its agents, servants or employees in the use or occupancy of the demised premises (orig. §12.03). Alliance will indemnify, defend and save Landlord harmless from any liability arising from Alliance’s use of the demised premises, breach of the lease, or holding over, except for any liability arising from Landlord’s negligence (orig. 35.01).
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Waiver of Subrogation
|
Both parties are required to obtain waivers of their insurer’s rights of subrogation provided that such waiver does not result in an additional expense to the party waiving the right of subrogation, unless the other party agrees to be responsible for such additional expense (orig. §12.06(a) and (b)).
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General:
|
The demised premises are permitted to be used for executive and general offices (orig. §2). Landlord represents that such use does not violate the certificate of occupancy for the demised premises (orig. §17). The demised premises may not be used for a banking office open to street traffic or certain other undesirable businesses (orig. §42.01).
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Dwyer Unit:
|
Alliance may, subject to Landlord’s consent which may not be unreasonably withheld, install in the demised premises a Dwyer Unit at its sole cost expense provided that:
(a) it is used for Alliance’s employees and guests;
(b) no installation of ventilation equipment is required and no odors emanate from the demised premises from the use thereof;
(c) no additional air conditioning service is required thereby;
(d) use of the unit is expressly subject to the extra cleaning and water consumption provisions of the lease; and
(e) Alliance will engage an extermination service (orig. §49.01; Sup7 §18).
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Dining:
|
Alliance may, subject to Landlord’s consent which may not unreasonably be withheld, install a dining room with kitchen for use by Alliance’s employees and guests in the demised premises (Sup7 §18), provided that such facilities (a) comply with all applicable laws, (b) are properly ventilated and (c) all wet garbage is bagged and stored so that no odor emanates therefrom (orig. §49.06). If Alliance installs such facilities, then (a) Alliance will pay landlord the cost of an extermination service and (b) will have a refrigerated garbage storage room or other means of disposing of garbage therefrom reasonably satisfactory to Landlord (orig. 32.08 (as modified by Sup9 §6(b)); orig. §49.02), but such refrigerated room will only be required if such wet garbage creates an odor or pest problem (orig. §49.02). Alliance may install additional dining facilities on any floor of the demised premises comparable to the dining facility located on the 39
th
floor (as it existed as of 8/16/94). (Sup9 §25)
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Corporate Training Facility:
|
Subject to the other terms of the lease and all applicable laws, Alliance may use a portion of the demised premises for a corporate training facility (Sup5 §11(c)).
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Concourse:
|
Subject to the following sentence, the portion of demised premises located on the concourse may be used for storage, mailroom, computer printing room, incidental office, dining room or cafeteria purposes and any other legal purpose (Sup15 §23(e)). The portion of the demised premises located on the concourse and leased pursuant to Sup23, however, may be used only for storage purposes except that Alliance may also install electrical switches therein in certain specified locations (Sup23 §4).
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Expiration Date:
|
December 31, 2024. Landlord has exercised its right to extend the term from December 31, 2019 to December 31, 2024. (Sup15 §12(a), Sup15 §13(a)(i)). Fixed annual rent during the extension period will be at the rate of the average fixed annual rent per s.f. being paid by Alliance on 12/30/19 for all of its space in building (other than ground floor, concourse or subconcourse space). The method of calculating escalations would remain unchanged for such period (Sup15 §13(a)(ii) and (iii); Sup21 §9(a)).
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Alliance’s 10 Year Extension Option:
|
•
Alliance has the option to extend the term for 10 years (Sup9 §12(a)) to expire on 12/31/34.
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|
•
The exercise deadline for Alliance’s 10 year extension option is 12/31/21 (Sup9 §12(a)(i)).
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•
As conditions to the exercise of Alliance’s 10 year extension option, as of the date of exercise and as of the first day of the extension period (i) Alliance can not be in default of beyond applicable notice and grace periods of its obligation to pay fixed annual rent, tax escalations and expense escalations, and (ii) Alliance and its affiliates must occupy at least 200,000 rsf (Sup9 §12(a)(ii) and (iii)).
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•
The fixed annual rent for Alliance’s 10 year extension period is 95% of fair market rent determined as of 36 months before what would have been the expiration of the term if the term had not been extended by Alliance’s ten year extension option, as determined by Landlord and notified to Alliance in writing within 30 days thereafter, plus an increase in proportion to the increase over such 36 month period of the average of the CPI for Urban Consumers and CPI for Urban Wage Earners (both New York, NY-Northeast NJ, base year 1982-84 =100, “All Items”) (Sup9 §12(b)). If Alliance disputes Landlord’s determination of the rent, then Landlord and Alliance will resolve the dispute according to a specified arbitration process (Sup9 §12(b) and §16).
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•
For purposes of calculating real estate tax escalations, the base year during such extension period is 2019/20 if Landlord does not exercise its 5 year extension option, or 2024/25 if Landlord does exercise its 5 year extension option (Sup9 §12(c)(i); Sup15 §13(b) and (c)). For purposes of calculating expense escalations, the base year for building expenses during such extension period is calendar year 2019 if Landlord does not exercise its 5 year extension option, or calendar year 2024 if Landlord does exercise its 5 year extension option. (Sup9 §12(c)(ii) and (iii); Sup15 §13(b) and (c)).
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Electricity:
|
See page 14.
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Elevator:
|
Passenger
: Service will be provided as necessary on business days between 8 am and 6 pm and sufficient service at all other times (orig. §32.01). In case of special events at the demised premises, upon 24 hours notice from Alliance, Landlord will provide 2 dedicated elevators staffed by Landlord personnel, the labor cost of which will be reimbursable by Alliance within 30 days of demand (Sup9 §24(a)). Landlord is required to have, in 1996, reconfigured the elevators so that the 32
nd
floor and the 37
th
, 38
th
and 39
th
floors are served by the same elevators (Sup6, §4(c)).
Freight
: Landlord will provide reasonable freight elevator service on business days from 8 am to 6 pm and after-hours service at landlord’s established rates (orig. §32.01). During tenant’s initial fit-out of the remainder of the 31
st
floor, and the 42
nd
, 43
rd
and 44
th
floors, Alliance has priority but not exclusive use of one freight elevator and non-priority use of a second freight elevator at no charge (Sup14 §13(a); Sup15 §16(a); Sup24 §10(a); Sup25 §10; Sup26 §10). Subject to the terms of the alterations provisions and so long as Alliance is leasing floors 31 (part) through 41, Alliance has the right, at its expense, to make alterations so that any elevator servicing Floors 31 (part) through 41 can stop on any other floor leased by Alliance (Sup15 §24).
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HVAC:
|
Regular Service
:
During regular hours of operation on business days as from time to time determined by Landlord, but always at least from 8 am to 6 pm, but excluding 9pm to 8 am (orig. §32.02(a)).
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|
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After-Hours Service
: Available upon reasonable notice at Landlord’s established rates, payable upon presentation of bill, provided that:
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|
|
•
if any other tenants in the same air conditioning zone obtain after-hours service, the charge therefore will be equitably pro-rated (orig. §32.02(d)), and
|
|
|
•
Landlord will provide HVAC to Alliance free of charge on any non-business day that the New York Stock Exchange is open (Sup9 §24(b)).
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Supplemental AC
:
Subject to the lease provisions (including the alterations section) and all applicable laws, Alliance may at its expense install self-contained package air-conditioning units in the demised premises. Alliance is responsible for the maintenance and repair of such units. Alliance may connect such units to any existing supplementary air-conditioning systems located in the demised premises as of the date the lease commenced with respect to the 37
th
and 38
th
floors (orig. §32.10). Alliance has the right to install at its own expense additional supplemental air conditioning in the demised premises subject to service being available from Landlord at Landlord’s established per ton per annum connected load and line charge (Sup5 §11(d)). Alliance has the right to install a supplemental air conditioning system on the 31 (part)-34
th
, and 37
th
-39
th
floors and Landlord will provide condenser water therefor at a connected load and line charge fee of $500 per ton per annum increased after 1991 in proportion to the lease’s expense escalations (Sup6 §17; Sup7 §19).
Condenser Water
:
•
Floors 2, 8-14: Alliance has reserved 190 tons of condenser water for use on the 2
nd
and 8
th
-14
th
floors, with an option to reserve up to an additional 80 tons upon written notice to Landlord on or before 8/30/04. Landlord’s charge for such condenser water is $568.35 plus annual increases based on the percentage increases in building and parking expenses. Alliance begins paying for such condenser water upon use (but no later after 1 year after delivery of the 2
nd
and 8
th
through 14
th
floors). If Alliance requires more than 270 tons of condenser water for such space, then Landlord will use best efforts to obtain additional condenser from the building’s existing supply and, if unsuccessful, will enter into good faith discussions regarding the installation of an additional cooling tower and allocation of costs relating thereto (Sup15 §16(b)).
•
Floors 15-16: The 15
th
floor has an existing supply of 12 tons of condenser water and the 16
th
floor has an existing supply of 11 tons of condenser water. Alliance has the right to install at its own expense, pursuant to the alterations provisions of the Lease, a supplemental air-conditioning system on the 15
th
and 16
th
floors. Alliance was to have reserved its requirements of condenser water for such supplemental system from the existing supply on or before May 1, 1999 and of additional condenser water (up to 100 tons) by June 30, 2001 (Sup14 §13(b)(ii)). We have been advised by Judd S. Meltzer Co. Inc., however, that Landlord has agreed to reduce such available tonnage to 60 tons in exchange for increasing the available tonnage to 100 tons with respect to Floors 35-36. Landlord’s charge for such condenser water is $552/ton per annum plus annual increases over a 1997 base year (Sup12 §14).
•
Floors 2, 8-14, 17 (part): Alliance was required to notify the Landlord of the amount of additional condenser water required by Alliance for its premises on Floors 2, 8-14 and 17 (part), which amount cannot exceed 20 tons, by August 31, 2002. Alliance begins paying for such condenser water upon use at a rate equal to $594.90 per ton per annum increased annually from 2001 at the same percentage rate that building operating expenses increase (Sup16 §10(b)).
•
Floors 31 (part) - 34, 40, 41: We have been advised by Judd S. Meltzer Co. Inc. that Alliance has exercised its right to have Landlord supply Alliance with 250 tons condenser water for use in supplemental air conditioning units on Floors 31 (part)-34 or 40, 41 at a cost $250/ton/yr for the first 250 tons/yr and $500/ton/yr (plus annual increases over the 1994 expenses base year). Any condenser water already being provided for Floors 31(part)-34 and 40, 41 are included in determining such rates. Alliance pays for the condenser water that Landlord has agreed to commit to Alliance, regardless of whether Alliance actually uses it (Sup9 §24(f)).
•
Floors 35-36: Alliance may purchase up to 60 tons (in the aggregate) of condenser water for use in connection with its supplemental air-conditioning on the 35
th
and 36
th
floors. We have been advised, however, by Judd S. Meltzer Co. Inc. that Landlord has agreed to increase such available tonnage to 100 tons in exchange for reducing the available tonnage of additional condenser water to 60 tons with respect to Floors 15-16. Alliance must reserve the condenser water it wishes to purchase by February 8, 2001 (in respect of the 35
th
floor) and December 31, 2001 (in respect of the 36
th
floor) Landlord’s charge for such condenser water is $568.35/ton per annum plus annual increases over a 1999 base year (Sup14 §13(b)).
Standards
:
•
indoor conditions to be 75° 50% RH when outdoor conditions are 92° DB and 74° WB; indoor conditions to be 70° when outdoor conditions are 11°
•
outdoor air at a minimum of 20 cfm per person
assumes occupancy of 1 person per 100 usf, electric demand load of 5 watts per usf, and appropriate use of blinds (Sup9 §24(c)(ii)).
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Parking:
|
37 spaces in the building garage at the garage’s standard rates and terms, but the first 25 are at a 10% discount if Alliance reserved such spaces before the Sup9 Adjustment Date (Sup9 §18; Sup12 §12). Landlord’s parking obligations continue so long as Landlord is the garage operator or so long as the garage is generally available to building tenants (Sup15 §22).
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Allowances and Credits:
|
The following allowances and credit may have been used or applied:
10th Floor: $130,000 credit against fixed annual rent due from and after Floor 10 is included in the demised premises (Sup19 §9).
15
th
Floor: $987,725 for tenant’s initial fit-out and professional fees relating thereto. Any portion not used for such purposes is credited against fixed annual rent (Sup12 §6(b)).
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16
th
Floor: $987,725 for cost of initial fit out and professional fees relating thereto. Any portion not used for such purposes is credited against fixed annual rent (Sup12 §6(c)).
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Casualty:
|
In case of casualty, Landlord is required to restore the building and/or the demised premises (other than property installed by or on behalf of Alliance). Fixed annual rent and additional rent is abated to the extent that the demised premises or a portion thereof are unrentable and are not occupied by Alliance for the conduct of its business. In case of substantial casualty affecting the demised premises, Alliance may terminate the lease if Landlord’s restoration is not completed within 1 year, subject to extension of up to an additional 6 months for circumstances beyond Landlord’s reasonable control. (orig. §13.01). In case the building or the demised premises are substantially damaged in the last 2 years of the term, either Landlord or Alliance may cancel the lease upon notice given within 60 days of such casualty (orig. §13.02). Landlord may terminate the lease upon 30 days’ notice given within 120 days of a casualty that so damages the building that Landlord decides to demolish it or not rebuild it (orig. §13.03).
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Condemnation:
|
In case of a total condemnation of the demised premises, the lease terminates (orig. §14.01). In case of a condemnation other than a total condemnation of the demised premises, the lease will continue, but fixed annual rent and additional rent, will be abated proportionately, provided that if more than 25% of the demised premises is condemned, Alliance may terminate the lease upon 30 days notice given within 30 days after such condemnation (orig. §14.02). Landlord is required to repair any damage caused by such condemnation (orig. §14.02). In case of a condemnation of more than 25% of the demised premises, Landlord will, to the extent of the condemnation award, repair damage caused by such condemnation within 6 months of the condemnation, as such period may be extended due to force majeure. If Landlord fails to complete repairs within 6 months, as extended due to force majeure, Alliance may terminate upon 30 days’ notice (orig. §14.04). In case of any partial condemnation within the last 2 years of the term, either party may terminate the lease within 32 days of the condemnation upon 30 days notice (orig. §14.04). In case of a temporary taking of all or part of the of the demised premises, there will be no abatement of rent, but Alliance is entitled to any condemnation award and if such temporary taking occurs in the last 3 years of the terms, Alliance may terminate the lease upon 30 days’ notice given within the 30 days of title vesting in such condemnation (orig. §14.05).
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Subletting the demised premises, assigning the Lease, allowing others to use the demised premises, and advertising for a subtenant or assignee are not permitted without the consent of Landlord (§15.01), which consent will not unreasonably be withheld (§15.05) except with regard to the ground floor portion of the demised premises. Landlord has no recapture rights. Alliance may, without Landlord’s consent, assign or sublet to a corporation into or with which Alliance is merged, with an entity to which substantially all of Alliance’s assets are transferred, or to an entity which controls or is controlled by Alliance or is under common control with Alliance, subject to a net worth test (§15.02). Also, Alliance may, without Landlord’s consent, permit an affiliate (defined as “an entity which controls or is controlled by Alliance or is under common control with Alliance”) to occupy all or a portion of the premises (orig. §15.08). Any permitted assignment or sublease will not be effective until Alliance delivers to Landlord a recordable sublease or assignment agreement reasonably satisfactory to Landlord pursuant to which the subtenant or assignee assumes all of Alliance’s obligations under the Lease. Alliance will remain fully liable under the lease for the payment of rent and the performance of all of Alliance’s other obligations under the Lease notwithstanding any such assignment or sublease (orig. §15.03).
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Landlord’s Consent to assignment or sub-subletting by an assignee or subtenant:
|
Landlord’s consent will not be unreasonably withheld or delayed, provided that such further assignment or sub-sublease is subject to all of the other terms and conditions of the Lease regarding assignment and subletting (Sup7 §12(b)).
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Profits:
|
If Alliance assigns the lease or sublets any portion of the demised premises other than to a corporation into which Alliance is merged or consolidated, or to which Alliance’s assets are transferred or to any entity which controls or is controlled by Alliance or is under common control with Alliance, then Alliance will pay Landlord 50% of any profits after first deducting reasonable expenses incurred in connection with such assignment/sublease amortized on a straight line basis over the balance of the lease term (in case of an assignment) or over the term of the sublease (in case of a sublease) (orig. §15.07). For the first 50% of rsf of demised premises other than ground floor space (including Floors 2 and 8-14 after such floors are delivered to Alliance (Sup15 §19(a)) assigned or sublet by Alliance, Alliance will have the right to deduct as such a reasonable expense a “Tenant Improvement Deduction”, determined as of the commencement date of such sublease or assignment, and calculated as follows:
((A/2 – B) ÷ C) x D, where
A = amortized value of Alliance leasehold improvements (regardless of whether paid for with tenant allowance) based upon the average value of Alliance’s unamortized leasehold improvements on a per rentable square foot basis for all of the demised premises other than any concourse space (Sup15 §19(b) or ground floor space (Sup20 §2(a)), amortized on a straight line basis from completion date until 10/31/09 (if located on Floors 37-39 and completed prior to 8/16/94 and such calculation is being made prior to the delivery of Floors 2 and 8-14 (Sup15 §19(a))) or the lease expiration date (in all other cases)
B = total landlord cash contribution or allowance to Alliance for leasehold improvements under the lease,
C = total rsf of the demised premises, and
D = rsf of the space being sublet or assigned. (Sup9 §13(d))
In determining profits, Alliance is permitted to take into account its electricity expenses under the lease and cleaning expenses (whether under separate agreement with Landlord’s contractor or pursuant to the lease) (Sup9 §13(d)), and its rental cost for the space being sublet or assigned will be determined using an average, on a rentable square foot basis, of its rental cost for the entire demised premises other than any concourse space or ground floor space (Sup20 §2(b)) except with respect to any sublease or assignment of the 2
nd
, 8
th
-14
th
or 17
th
(part) floors made before Alliance ever occupies such space (which is the case for Floor 10 (Sup19 §6(b)) in which case Alliance’s rental cost will be based on its actual rental without including any deduction for unamortized tenant improvements (Sup15 §19(d); Sup16 §12, Sup17 §11; Sup18 §11). If Alliance subleases any part of Floors 2 and 8-14 or assigns the Lease with respect thereto after first occupying such space, then Alliance will have the right to take a “Tenant Improvement Deduction” as provided above.
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Ground Floor:
|
Alliance has the right of first offer to lease all or a portion of the space occupied by European American Bank as of August 16, 1994, upon such space (or portion thereof) becoming available, at 95% of fair market rent (as determined by Landlord but subject to a specified arbitration process if Landlord and Alliance cannot agree within 60 days of Alliance’s acceptance of the offer) (Sup9 §14(a)). So long as Alliance and its affiliates occupy at least 200,000 rsf of the building, Landlord is restricted from leasing such space to a competitor of Alliance (Sup9 §14(a)(ii)). This right of first offer is not subject to the condition that Alliance not be in default beyond the expiration of applicable notice and cure periods under any of the terms, provisions and conditions of the Lease.
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24
th
and 25
th
Floors:
|
[Note: The 24
th
and the 25
th
floors are currently used for the building’s mechanical equipment and are not leased to tenants.]
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26
th
, 27
th
and 28
th
Floors:
|
Subject to the superior rights (as of 8/16/94) of any then-existing tenant or occupant of the building and the superior rights of any tenant that leases floors 26 through 28, Alliance has the right of first offer to lease, at fair market rent (as determined by Landlord but subject to a specified arbitration process if Landlord and Alliance cannot agree within 60 days of Alliance’s acceptance of the offer), the 26
th
, 27
th
and 28
th
floors (or a portion of any such floor, if offered to Alliance as a partial floor), upon availability (Sup9 §14(c)). We have been advised by Judd S. Meltzer Co. Inc. that this space is presently leased to Avon pursuant to a lease which expires on October 31, 2016 and that Avon has three 5-year extension options which are superior to Alliance’s right of first offer.
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29
th
Floor:
|
Subject to the superior rights (as of 8/16/94) of any then-existing tenant or occupant of the building and the superior rights of any tenant that leases floors 26 through 28, Alliance has the right of first offer to lease, at fair market rent (as determined by Landlord but subject to a specified arbitration process if Landlord and Alliance cannot agree within 60 days of Alliance’s acceptance of the offer), the 29
th
floor (or a portion thereof, if offered to Alliance as a partial floor), upon availability (Sup9 §14(c)). We have been advised by Judd S. Meltzer Co. Inc. that this space is presently leased to Dean Witter pursuant to a lease which expires on February 28, 2005 and that Avon has superior rights to this right of first offer.
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30
th
Floor:
|
Subject to the superior rights (as of 8/16/94) of any then-existing tenant or occupant of the building and the superior rights of any tenant that leases floors 26 through 28, Alliance has the right of first offer to lease, at fair market rent (as determined by Landlord but subject to a specified arbitration process if Landlord and Alliance cannot agree within 60 days of Alliance’s acceptance of the offer), the 30
th
floor (or a portion of any such floor, if offered to Alliance as a partial floor), upon availability (Sup9 §14(c)). We have been advised by Judd S. Meltzer Co. Inc. that this space is presently leased to Rubenstein pursuant to a lease which expires on December 31, 2009 and that Rubenstein has one 5-year extension option which may be preempted by Alliance.
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46
th
through 50
th
Floors:
|
Subject to the superior rights (as of 8/16/94) of any then-existing tenant or occupant of the building and the superior rights of any tenant that leases floors 26 through 28, Alliance has the right of first offer to lease, at fair market rent (as determined by Landlord but subject to a specified arbitration process if Landlord and Alliance cannot agree within 60 days of Alliance’s acceptance of the offer), the 49
th
and 50
th
floors (or a portion of any such floor, if offered to Alliance as a partial floor), upon availability (Sup9 §14(c)). This right of first offer also applies to the 46
th
through
48
th
floors (Sup10 §4(b); Sup14 §16). We have been advised by Judd S. Meltzer Co. Inc. that this space is presently leased to Pimco pursuant to a lease which expires on December 31, 2016 and that there are no superior rights to this right of first offer.
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All other space:
|
Alliance has the right of first offer to lease all other space in the building it does not already lease or that is not subject to another of Alliance’s rights of first offer, upon availability, at fair market rent (as determined by landlord but subject to a specified arbitration process if Landlord and Alliance cannot agree within 60 days of Alliance’s acceptance of the offer) (Sup15 §9(a)(1); Sup16 §14). This right of first offer is subject to the conditions that Alliance and its affiliates are in occupancy of at least 400,000 rsf and is subject to any rights of first offer or refusal held by any other building occupant or tenant existing as of August 3, 2000 (Sup15 §9(a)(i) and (ii)). (Note: We have been advised by Judd S. Meltzer Co. Inc. that the following superior rights exist: Linklaters has two 5-year extension options with respect to the 19
th
floor, Smith Barney has one 5-year extension option with respect to the 21
st
and 22
nd
floors; Nichimen has one 5-year extension option with respect to the 23
rd
floor and Avon has rights to the 23
rd
floor.) Alliance may not exercise such right of first offer during the last 10 years of the term unless (i) Alliance simultaneously extends the lease term pursuant to the Lease, or (ii) such offer is made during the period beginning 10 years before the expiration date and ending 5 years before the expiration date and is for 2 or fewer floors (provided that if it is for more than 2 floors and Alliance wishes to accept the offer, Alliance must accept Landlord’s terms (including, perhaps, a non-coterminous expiration date) for those excess floors) (15 Sup, §9(a)(iii)(7)).
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Events of Default:
|
Landlord may terminate the lease upon 10 days’ notice if:
|
|
(i) Alliance fails to pay fixed annual rent or any other lease payment within 10 days after notice from Landlord of such failure;
|
|
(ii) Alliance fails to cure its default under any of its other obligations under the lease, or fails to re-occupy the demised premises after abandoning the demised premises, within 30 days after notice from Landlord (reduced to 5 days in case of default under Alliance’s obligation to use the demised premises in conformance with the certificate of occupancy or Alliance’s failure to provide an estoppel), but if such default cannot be cured within such period, such period is extended as necessary to permit Alliance with diligence and good faith, to cure such default; or
|
|
(iii) an execution or attachment against Alliance or its property results in a party other than Alliance continuing to occupy the demised premises after 30 days’ notice from Landlord (orig. §19.01).
|
|
Upon termination, Landlord may re-enter the demised premises and dispossess Alliance (orig. §19.02).
|
|
Alliance’s obligation to pay fixed annual rent and additional rent survives any termination of the lease due to Alliance’s default (orig. §19.03). Upon such termination, Alliance will pay landlord re-letting expenses and at Landlord’s option, either a lump sum representing the present value of the excess of Alliance’s combined fixed annual rent and additional rent over the rental value for the terminated portion of the term, or on a monthly basis the excess of Alliance’s combined fixed annual rent and additional rent over the rent received from any re-letting of the demised premises for the period representing the terminated lease term (orig. §20.01).
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Landlord’s Right to Cure:
|
If Alliance fails to cure a default within any applicable grace period after notice of such default (provided that no notice is required in case of emergency), then Landlord may cure such default and bill Alliance for the cost of such cure, which bill will be due upon receipt (orig. §21.01).
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Right to Contest:
|
Alliance may contest any law that Alliance is obligated to comply with under the lease and compliance thereunder, provided that:
(a) such non-compliance will not subject Landlord to criminal prosecution or subject the building to lien or sale;
(b) such non-compliance does not violate any fee mortgage, ground lease or leasehold mortgage thereon;
(c) Alliance will deliver a bond or other security to Landlord; and
(d) Alliance will diligently prosecute such contest.
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Arbitration:
|
Where arbitration is required by the lease, unless otherwise expressly provided, the arbitration will be in New York City in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the lease, and judgment may be entered in any court having jurisdiction (orig. §33.01).
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Limits on Alliance’s Remedies:
|
Alliance cannot, in response to Landlord’s act or omission, terminate the lease or set-off rent before giving any ground lessor or mortgagee of the fee or ground leasehold estate for which Alliance has been given an address notice of such act or omission and a reasonable period of time to cure. Such ground lessor or mortgagee, however, has no obligation to cure such act or omission.
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Landlord:
|
Landlord may enter the demised premises to perform alteration work, to inspect the demised premises or to exhibit the demised premises to prospective purchasers, mortgagees or lessors of the building and (during the last 6 months of the term) to prospective lessees of the demised premises, provided that Landlord provides Alliance advance notice (which may be oral) of such entry (orig. §16.01). Landlord will exercise reasonable diligence so as to minimize the disturbance (orig. §16.01).
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Carter-Wallace, Inc.
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Carter-Wallace, Inc. is allowed, once a month upon reasonable notice during business hours, access in the vicinity of column 63 on the northeast side of the 41
st
floor to service a humidifier, provided that Carter-Wallace, Inc. will move such portion of humidifier off the 41
st
floor if Alliance reasonably requires Carter-Wallace, Inc. to do so as part of Alliance’s alteration work on the 41
st
floor (LTR1, par 2).
|
|
All notices required to be given by the lease or by law are required to be in writing. Notices, which are required to be sent by certified or registered mail, are deemed sent by the sender and received by the recipient when deposited in the exclusive care and custody of the U.S. mail. Notices to Landlord are to be addressed as follows:
1345 Leasehold Limited Partnership
c/o Fisher Brothers 299 Park Avenue New York, New York |
|
with a copy to:
|
|
Fisher Brothers
299 Park Avenue New York, New York Attn: General Counsel |
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(orig. §31.01)
|
1.
|
Tenant:
|
2.
|
Building:
|
3.
|
Landlord Name and Address:
|
4.
|
Management Company Name and Address:
|
5.
|
Neighboring Developments:
|
a)
|
Public Garage* - Q4 2019
|
b)
|
Retail* - Q1 2020
|
c)
|
Residential - Q1 2020
|
6.
|
Premises:
|
7.
|
Expansion Space:
|
(a)
|
Landlord shall have the right to lease all or portions of floor seventeen {17) to third-party Tenant(s) for up to seven {7) years following the Commencement Date. Provided Tenant is not in Material Default after notice and cure, under the Lease and Tenant occupies not less than 60% of its initial Premises, Tenant shall have the option to lease, at Fair Market Value and co-terminus with Tenant's existing Premises, all or portions of the 17th floor as the third-party Leases expire between the fifth {5th) and eighth {8th) years of Tenant's Term. Further details to be defined in the Lease
.
The Base Rent for the Expansion Space shall be the then fair market rent. Landlord shall be required to provide all then market concessions in conjunction with any Expansion Space. Notwithstanding, if Tenant exercises its immediate expansion/contraction option as set forth in Paragraph 6, the floor number shall shift accordingly.
|
(b)
|
Right of First Offer:
Subject to existing tenant rights, Tenant is not in Material Default after notice and cure, under the Lease, and Tenant occupies not less than 60% of its initial Premises, Tenant shall have a Right of First Offer {"ROFO'') to lease all available space in the Building co-terminus with Tenant's existing Premises. When space becomes available in the Building either initially or following the expiration of a third-party tenant Lease, Landlord shall notify Tenant of the Fair Market Value {"FMV'') for the ROFO space
.
Further details to be defined in the Lease. The base rent for the ROFO Space shall be the then Fair Market Rent. Landlord shall be required to provide all then market concessions in conjunction with any expansion space.
|
8.
|
Building Sale:
|
9.
|
Lease Term:
|
10.
|
Termination Option:
|
11.
|
Option(s) to Extend:
|
12.
|
Milestones:
|
(a)
|
Landlord acquisition of title to, or execution of ground lease for, the land on which the Building is to be constructed. Complete.
|
(b)
|
Receipt of permits and other necessary approvals from applicable governing authorities for final Building plans and commencement of Building construction, including zoning approvals. Complete to date. Additional construction permits to be issued throughout the duration of the project.
|
(c)
|
Delivery to tenant of written notice of Landlord's financing commitment from a lender or equity investor necessary for construction of the Building to be completed.
|
(d)
|
Achievement of required threshold of pre-lease commitments. Tenant's Lease is sufficient for Landlord to complete the Building.
|
(e)
|
Completion of excavation at the site. April 20, 2018
|
(f)
|
Commencement of pouring the foundation. April 23, 2018
|
(g)
|
Substantial completion of foundation footings. May 29, 2018
|
(h)
|
Pouring of top floor slab of the Building. Level 25, November 10, 2019
|
(i)
|
Completion of Building curtain wall enclosure and watertight. December 30, 2019
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(k)
|
Satisfaction of all Delivery Requirements (as defined in Section 24 below) and delivery of full access to the premises for the commencement of Tenant's work. March 25, 2020
|
(I)
|
Issuance of temporary and/or permanent certificate of occupancy. Temporary occupancy for common areas (lobby and amenity level): December 20, 2019. Permanent occupancy for commons areas: April 30, 2020. Temporary and permanent occupancy for Tenant's Premises determined by Tenant fit up schedule.
|
13.
|
Base Rent:
|
14.
|
Abatement of Rent:
|
15.
|
Tenant Improvement:
|
16.
|
Test Fit Allowance:
|
17.
|
Holdover:
|
18.
|
Restoration at End of Term:
|
19.
|
Operating Expenses and Real Estate Taxes:
|
2.
|
Audit: Landlord agrees that Tenant will have the right to audit base year and computation year expenses or taxes of the Building for a period up to three (3) years following the receipt of any final statement of expenses or taxes for the applicable year. Tenant shall have the right to audit Landlord's books at the building management office. If it is determined that Landlord overbilled Tenant by 3% or more, then Landlord shall reimburse Tenant for all reasonable out-of-pocket costs of its audit and all reasonable out-of-pocket costs incurred in connection with any arbitration (including the costs of
any
independent arbitrator resolving such dispute in the event Landlord and Tenant are unable to resolve such dispute (an "Independent Arbitrator')). If it is determined that Landlord did not overbill Tenant, then Tenant shall reimburse Landlord for all reasonable out-of-pocket costs incurred in connection with Tenant's audit and all reasonable out-of-pocket costs incurred in connection with any arbitration (including the costs of any Independent Arbitrator). In all other circumstances, each party shall bear its own costs of any such audit and arbitration and shall share on a 50/50 basis the costs of the Independent Arbitrator. Tenant's auditor may be an employee of Tenant or a regionally, industry-recognized auditor and may be engaged in a compensation manner consistent with recognized auditors of Class A properties in the market area, but in no event shall the auditor be compensated on a contingency basis. In the event the parties cannot agree on the audit results, then an expedited arbitration dispute mechanism shall apply.
|
3.
|
Landlord agrees to cap the increases in "controllable" operating expenses at four percent (4%) per year (based on the aggregate dollar amount for "controllable" operating expenses), on a cumulative and compounding basis. Controllable expenses are defined as all direct Operating Expenses except real estate taxes, insurance, and Building utilities (excluding tenants' premises). Further details to be defined in the Lease.
|
a.
|
Please provide information regarding any PILOT or other RET program in place. Confirm if there are any existing or anticipated municipal incentives programs in Landlord's favor limiting tax liability (if yes, when do they expire?).
|
b.
|
Each time Landlord provides Tenant with an actual and/or estimated statement of Operating Expenses, such statement shall be itemized on a line item by line item basis, showing the applicable expense for the applicable year. Actual statements to be certified by an independent CPA.
|
c.
|
Landlord to provide Tenant with copies of all real estate tax bills upon receipt. Landlord will contest real estate taxes upon Tenant's request.
|
20.
|
Security Deposit:
|
21.
|
First Month's Rent:
|
22.
|
Use:
|
23.
|
Building Profile:
|
•
|
Total Building RSF: 371,570
|
•
|
Number of Floors: Eight (8) levels of above ground parking, main entry lobby located at Commerce Street entrance, fourteen (14) conditioned floors from level eleven (11-amenity deck) to level twenty-five (25).
|
•
|
Slab to Slab Heights: 14 feet, floor to floor on office levels
|
•
|
LEED Certification: Pursuing LEED Silver designation
|
24.
|
Building Systems and Overall Description:
|
25.
|
Building Infrastructure Upgrades:
|
26.
|
Building Entrances and Lobbies:
|
27.
|
Landlord's Delivery Condition:
|
•
|
Meters, properly sized high and low voltage panels electric panels, and transformers should be in place on each floor of the Premises.
|
28.
|
Sublease and Assignment and Subletting:
|
29.
|
Competitors:
|
30.
|
Compliance:
|
31.
|
Building Maintenance:
|
32.
|
Base Building HVAC:
|
33.
|
Supplemental HVAC:
|
34.
|
Electricity:
|
35.
|
Cleaning Services:
|
36.
|
Other Services:
|
37.
|
Vertical Transport:
|
38.
|
Freight Elevators and Loading Dock:
|
39.
|
Domestic Hot Water:
|
40.
|
Additional Utilities and Services:
|
41.
|
Access:
|
42.
|
Service Outage:
|
43.
|
Building Security:
|
(a)
|
One primary security desk to monitor access to the upper floors and parking garage
.
The desk will be staffed by building management. Landlord is willing to discuss Tenant's security preferences as negotiations advance. Tenant at its option may have up to two (2) of its own lobby desk attendants
.
|
(b)
|
All visitors shall be required to check in at the security desk. Tenants shall have access to the office floors via card key access. Security personnel in the lobby shall have attire and skill sets commensurate with Class A office buildings in downtown Nashville.
|
(c)
|
The Building must maintain a restricted-access program for all tenants and their employees and visitors. The program shall consist of a combination of controlled electronic access (i.e., turnstiles), electronic surveillance and uniformed security guards to monitor and record Building activity on a 24-hour basis.
|
(d)
|
Tenant employees shall be issued electronic proximity card that will enable them access into the lobby areas, elevators and the office floors. Landlord's card system must be compatible with Tenant's Security System. At Tenant's option, Landlord's system shall accept Tenant's issued company ID card. To be confirmed upon details regarding Tenant's security system
.
|
(e)
|
Tenant may have its own security personnel within the Premises.
|
(f)
|
Landlord at its sole cost and expense shall install security turnstiles in the lobby of the Building. If desired by Tenant or reasonably deemed necessary by Landlord, Tenant shall provide its own security personnel to check in Tenant's invitees.
|
44.
|
Identity And Signage:
|
45.
|
Alterations:
|
46.
|
Amenities:
|
47.
|
Parking:
|
48.
|
Storage and Mechanical Space:
|
49.
|
Kitchen and Exhaust:
|
50.
|
Roof Rights:
|
51.
|
Bicycle Storage:
|
52.
|
Building Points of Entry (POE):
|
53.
|
Dedicated Risers:
|
54.
|
Generators:
|
55.
|
Telecommunications Providers:
|
56.
|
Municipal Incentives:
|
57.
|
Nan-Disturbance Agreement:
|
58.
|
Arbitration:
|
59.
|
Mast Favored Nations:
|
60.
|
Confidentiality:
|
•
|
You must first identify the buyer for your Units. AllianceBernstein cannot maintain a list of prospective buyers.
|
•
|
The unitholder and the prospective buyer must submit a request for transfer of ownership of the Units and obtain approval of AllianceBernstein and AXA Equitable for the transaction.
|
•
|
Documentation required for consideration of approval includes:
|
•
|
Unit Certificate(s)
|
•
|
Executed “Stock” Power Form, with guaranteed signature
|
•
|
Letter from Seller
|
•
|
Letter from Purchaser
|
•
|
The beneficiary must obtain approval of AllianceBernstein and AXA Equitable for the transfer of units.
|
•
|
Documentation required for consideration of approval includes:
|
•
|
Unit Certificate(s)
|
•
|
Executed “Stock” Power Form, with guaranteed signature
|
•
|
Copy of death certificate
|
•
|
Required Inheritance Tax Waiver for applicable states
|
•
|
Additional required documentation (which varies by state) should be verified with AllianceBernstein’s transfer agent, Computershare, at 866-737-9896 and www.computershare.com/investor.
|
•
|
The donor must obtain approval of AllianceBernstein and AXA Equitable for the transfer of units.
|
•
|
Documentation required for consideration of approval includes:
|
•
|
Unit Certificate(s)
|
•
|
Executed “Stock” Power Form, with guaranteed signature
|
•
|
Letter from Transferee
|
•
|
Additional required documentation should be verified with AllianceBernstein’s transfer agent, Computershare, at 866-737-9896 and www.computershare.com/investor.
|
•
|
The unitholder must obtain approval of AllianceBernstein and AXA Equitable for the change of name/registration on the unit certificate.
|
•
|
Documentation required for consideration of approval includes:
|
•
|
Unit Certificate(s)
|
•
|
Executed “Stock” Power Form, with guaranteed signature
|
•
|
Specific instruction letter indicating the manner in which the new unit certificate should be registered
|
1.
|
I have reviewed this annual report on Form 10-K of AllianceBernstein Holding L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 13, 2019
|
/s/ Seth P. Bernstein
|
|
Seth P. Bernstein
|
|
Chief Executive Officer
|
|
AllianceBernstein Holding L.P.
|
1.
|
I have reviewed this annual report on Form 10-K of AllianceBernstein Holding L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 13, 2019
|
/s/ John C. Weisenseel
|
|
John C. Weisenseel
|
|
Chief Financial Officer
|
|
AllianceBernstein Holding L.P.
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Exchange Act; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 13, 2019
|
/s/ Seth P. Bernstein
|
|
Seth P. Bernstein
|
|
Chief Executive Officer
|
|
AllianceBernstein Holding L.P.
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Exchange Act; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 13, 2019
|
/s/ John C. Weisenseel
|
|
John C. Weisenseel
|
|
Chief Financial Officer
|
|
AllianceBernstein Holding L.P.
|