☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | 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
☒
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
Smaller reporting company
☐
|
Ÿ | Actively managed equity strategies with global and regional portfolios across capitalization ranges and investment strategies, including value, growth and core equities; |
Ÿ | Actively managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies; |
Ÿ | Passive management, including index and enhanced index strategies; |
Ÿ | Alternative investments, including hedge funds, fund of funds and private equity ( e.g., direct real estate investing); and |
Ÿ | Multi-asset services and solutions, including dynamic asset allocation, customized target-date funds and target-risk funds. |
December 31,
|
% Change
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2014-13
|
2013-12
|
||||||||||||||||
(in millions)
|
||||||||||||||||||||
Equity Actively Managed:
|
||||||||||||||||||||
U.S.
|
$
|
9,631
|
$
|
8,438
|
$
|
5,748
|
14.1
|
%
|
46.8
|
%
|
||||||||||
Global & Non-US
|
19,522
|
21,100
|
25,797
|
(7.5
|
)
|
(18.2
|
)
|
|||||||||||||
Total
|
29,153
|
29,538
|
31,545
|
(1.3
|
)
|
(6.4
|
)
|
|||||||||||||
Equity Passively Managed
(1)
:
|
||||||||||||||||||||
U.S.
|
16,196
|
14,111
|
11,494
|
14.8
|
22.8
|
|||||||||||||||
Global & Non-US
|
5,818
|
6,555
|
6,131
|
(11.2
|
)
|
6.9
|
||||||||||||||
Total
|
22,014
|
20,666
|
17,625
|
6.5
|
17.3
|
|||||||||||||||
Total Equity
|
51,167
|
50,204
|
49,170
|
1.9
|
2.1
|
|||||||||||||||
Fixed Income Taxable:
|
||||||||||||||||||||
U.S.
|
84,079
|
81,823
|
90,727
|
2.8
|
(9.8
|
)
|
||||||||||||||
Global & Non-US
|
64,086
|
58,647
|
53,841
|
9.3
|
8.9
|
|||||||||||||||
Total
|
148,165
|
140,470
|
144,568
|
5.5
|
(2.8
|
)
|
||||||||||||||
Fixed Income Tax-Exempt:
|
||||||||||||||||||||
U.S.
|
1,796
|
1,611
|
1,385
|
11.5
|
16.3
|
|||||||||||||||
Global & Non-US
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Total
|
1,796
|
1,611
|
1,385
|
11.5
|
16.3
|
|||||||||||||||
Fixed Income Passively Managed
(1)
:
|
||||||||||||||||||||
U.S.
|
67
|
63
|
62
|
6.3
|
1.6
|
|||||||||||||||
Global & Non-US
|
185
|
194
|
334
|
(4.6
|
)
|
(41.9
|
)
|
|||||||||||||
Total
|
252
|
257
|
396
|
(1.9
|
)
|
(35.1
|
)
|
|||||||||||||
Total Fixed Income
|
150,213
|
142,338
|
146,349
|
5.5
|
(2.7
|
)
|
||||||||||||||
Other
(2)
:
|
||||||||||||||||||||
U.S.
|
2,268
|
1,211
|
471
|
87.3
|
157.1
|
|||||||||||||||
Global & Non-US
|
33,393
|
32,237
|
23,829
|
3.6
|
35.3
|
|||||||||||||||
Total
|
35,661
|
33,448
|
24,300
|
6.6
|
37.6
|
|||||||||||||||
Total:
|
||||||||||||||||||||
U.S.
|
114,037
|
107,257
|
109,887
|
6.3
|
(2.4
|
)
|
||||||||||||||
Global & Non-US
|
123,004
|
118,733
|
109,932
|
3.6
|
8.0
|
|||||||||||||||
Total
|
$
|
237,041
|
$
|
225,990
|
$
|
219,819
|
4.9
|
2.8
|
||||||||||||
Affiliated
|
$
|
75,241
|
$
|
69,619
|
$
|
77,569
|
8.1
|
(10.2
|
)
|
|||||||||||
Non-affiliated
|
161,800
|
156,371
|
142,250
|
3.5
|
9.9
|
|||||||||||||||
Total
|
$
|
237,041
|
$
|
225,990
|
$
|
219,819
|
4.9
|
2.8
|
(1) | Includes index and enhanced index services. |
(2) | Includes multi-asset solutions and services and certain alternative investments. |
Years Ended December 31,
|
% Change
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2014-13
|
2013-12
|
||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Equity Actively Managed:
|
||||||||||||||||||||
U.S.
|
$
|
54,176
|
$
|
48,328
|
$
|
43,400
|
12.1
|
%
|
11.4
|
%
|
||||||||||
Global & Non-US
|
88,777
|
98,552
|
143,108
|
(9.9
|
)
|
(31.1
|
)
|
|||||||||||||
Total
|
142,953
|
146,880
|
186,508
|
(2.7
|
)
|
(21.2
|
)
|
|||||||||||||
Equity Passively Managed
(1)
:
|
||||||||||||||||||||
U.S.
|
2,841
|
2,720
|
2,334
|
4.4
|
16.5
|
|||||||||||||||
Global & Non-US
|
4,333
|
5,359
|
5,533
|
(19.1
|
)
|
(3.1
|
)
|
|||||||||||||
Total
|
7,174
|
8,079
|
7,867
|
(11.2
|
)
|
2.7
|
||||||||||||||
Total Equity
|
150,127
|
154,959
|
194,375
|
(3.1
|
)
|
(20.3
|
)
|
|||||||||||||
Fixed Income Taxable:
|
||||||||||||||||||||
U.S.
|
92,250
|
96,125
|
94,679
|
(4.0
|
)
|
1.5
|
||||||||||||||
Global & Non-US
|
125,596
|
117,041
|
104,803
|
7.3
|
11.7
|
|||||||||||||||
Total
|
217,846
|
213,166
|
199,482
|
2.2
|
6.9
|
|||||||||||||||
Fixed Income Tax-Exempt:
|
||||||||||||||||||||
U.S.
|
2,250
|
1,993
|
1,742
|
12.9
|
14.4
|
|||||||||||||||
Global & Non-US
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Total
|
2,250
|
1,993
|
1,742
|
12.9
|
14.4
|
|||||||||||||||
Fixed Income Passively Managed
(1)
:
|
||||||||||||||||||||
U.S.
|
69
|
76
|
78
|
(9.2
|
)
|
(2.6
|
)
|
|||||||||||||
Global & Non-US
|
142
|
227
|
48
|
(37.4
|
)
|
372.9
|
||||||||||||||
Total
|
211
|
303
|
126
|
(30.4
|
)
|
140.5
|
||||||||||||||
Fixed Income Servicing
(2)
:
|
||||||||||||||||||||
U.S.
|
11,468
|
14,051
|
9,172
|
(18.4
|
)
|
53.2
|
||||||||||||||
Global & Non-US
|
2,011
|
1,789
|
4,696
|
12.4
|
(61.9
|
)
|
||||||||||||||
Total
|
13,479
|
15,840
|
13,868
|
(14.9
|
)
|
14.2
|
||||||||||||||
Total Fixed Income
|
233,786
|
231,302
|
215,218
|
1.1
|
7.5
|
|||||||||||||||
Other
(3)
:
|
||||||||||||||||||||
U.S.
|
18,643
|
11,952
|
46,400
|
56.0
|
(74.2
|
)
|
||||||||||||||
Global & Non-US
|
30,551
|
39,895
|
28,722
|
(23.4
|
)
|
38.9
|
||||||||||||||
Total
|
49,194
|
51,847
|
75,122
|
(5.1
|
)
|
(31.0
|
)
|
|||||||||||||
Total Investment Advisory and Services Fees:
|
||||||||||||||||||||
U.S.
|
181,697
|
175,245
|
197,805
|
3.7
|
(11.4
|
)
|
||||||||||||||
Global & Non-US
|
251,410
|
262,863
|
286,910
|
(4.4
|
)
|
(8.4
|
)
|
|||||||||||||
433,107
|
438,108
|
484,715
|
(1.1
|
)
|
(9.6
|
)
|
||||||||||||||
Distribution Revenues
|
340
|
305
|
574
|
11.5
|
(46.9
|
)
|
||||||||||||||
Shareholder Servicing Fees
|
634
|
533
|
362
|
18.9
|
47.2
|
|||||||||||||||
Total
|
$
|
434,081
|
$
|
438,946
|
$
|
485,651
|
(1.1
|
)
|
(9.6
|
)
|
||||||||||
Affiliated
|
$
|
95,231
|
$
|
96,729
|
$
|
82,930
|
(1.5
|
)
|
16.6
|
|||||||||||
Non-affiliated
|
338,850
|
342,217
|
402,721
|
(1.0
|
)
|
(15.0
|
)
|
|||||||||||||
Total
|
$
|
434,081
|
$
|
438,946
|
$
|
485,651
|
(1.1
|
)
|
(9.6
|
)
|
(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 multi-asset solutions and services and certain alternative services. |
December 31,
|
% Change
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2014-13
|
2013-12
|
||||||||||||||||
(in millions)
|
||||||||||||||||||||
Equity Actively Managed:
|
||||||||||||||||||||
U.S.
|
$
|
29,449
|
$
|
27,656
|
$
|
17,738
|
6.5
|
%
|
55.9
|
%
|
||||||||||
Global & Non-US
|
15,920
|
13,997
|
16,415
|
13.7
|
(14.7
|
)
|
||||||||||||||
Total
|
45,369
|
41,653
|
34,153
|
8.9
|
22.0
|
|||||||||||||||
Equity Passively Managed
(1)
:
|
||||||||||||||||||||
U.S.
|
21,268
|
21,514
|
16,716
|
(1.1
|
)
|
28.7
|
||||||||||||||
Global & Non-US
|
6,600
|
6,615
|
5,491
|
(0.2
|
)
|
20.5
|
||||||||||||||
Total
|
27,868
|
28,129
|
22,207
|
(0.9
|
)
|
26.7
|
||||||||||||||
Total Equity
|
73,237
|
69,782
|
56,360
|
5.0
|
23.8
|
|||||||||||||||
Fixed Income Taxable:
|
||||||||||||||||||||
U.S.
|
5,934
|
4,597
|
2,738
|
29.1
|
67.9
|
|||||||||||||||
Global & Non-US
|
55,059
|
56,304
|
65,990
|
(2.2
|
)
|
(14.7
|
)
|
|||||||||||||
Total
|
60,993
|
60,901
|
68,728
|
0.2
|
(11.4
|
)
|
||||||||||||||
Fixed Income Tax-Exempt:
|
||||||||||||||||||||
U.S.
|
10,432
|
8,243
|
8,532
|
26.6
|
(3.4
|
)
|
||||||||||||||
Global & Non-US
|
14
|
14
|
—
|
—
|
—
|
|||||||||||||||
Total
|
10,446
|
8,257
|
8,532
|
26.5
|
(3.2
|
)
|
||||||||||||||
Fixed Income Passively Managed
(1)
:
|
||||||||||||||||||||
U.S.
|
4,917
|
4,531
|
2,385
|
8.5
|
90.0
|
|||||||||||||||
Global & Non-US
|
4,483
|
4,179
|
4,730
|
7.3
|
(11.6
|
)
|
||||||||||||||
Total
|
9,400
|
8,710
|
7,115
|
7.9
|
22.4
|
|||||||||||||||
Total Fixed Income
|
80,839
|
77,868
|
84,375
|
3.8
|
(7.7
|
)
|
||||||||||||||
Other
(2)
:
|
||||||||||||||||||||
U.S.
|
5,349
|
3,208
|
1,981
|
66.7
|
61.9
|
|||||||||||||||
Global & Non-US
|
2,072
|
2,132
|
1,676
|
(2.8
|
)
|
27.2
|
||||||||||||||
Total
|
7,421
|
5,340
|
3,657
|
39.0
|
46.0
|
|||||||||||||||
Total:
|
||||||||||||||||||||
U.S.
|
77,349
|
69,749
|
50,090
|
10.9
|
39.2
|
|||||||||||||||
Global & Non-US
|
84,148
|
83,241
|
94,302
|
1.1
|
(11.7
|
)
|
||||||||||||||
Total
|
$
|
161,497
|
$
|
152,990
|
$
|
144,392
|
5.6
|
6.0
|
||||||||||||
Affiliated
|
$
|
34,693
|
$
|
35,194
|
$
|
28,535
|
(1.4
|
)
|
23.3
|
|||||||||||
Non-affiliated
|
126,804
|
117,796
|
115,857
|
7.6
|
1.7
|
|||||||||||||||
Total
|
$
|
161,497
|
$
|
152,990
|
$
|
144,392
|
5.6
|
6.0
|
(1) | Includes index and enhanced index services. |
(2) | Includes multi-asset solutions and services and certain alternative investments. |
Years Ended December 31,
|
% Change
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2014-13
|
2013-12
|
||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Equity Actively Managed:
|
||||||||||||||||||||
U.S.
|
$
|
182,008
|
$
|
134,311
|
$
|
92,423
|
35.5
|
%
|
45.3
|
%
|
||||||||||
Global & Non-US
|
94,491
|
96,338
|
114,220
|
(1.9
|
)
|
(15.7
|
)
|
|||||||||||||
Total
|
276,499
|
230,649
|
206,643
|
19.9
|
11.6
|
|||||||||||||||
Equity Passively Managed
(1)
:
|
||||||||||||||||||||
U.S.
|
10,066
|
10,957
|
11,952
|
(8.1
|
)
|
(8.3
|
)
|
|||||||||||||
Global & Non-US
|
6,924
|
4,670
|
2,162
|
48.3
|
116.0
|
|||||||||||||||
Total
|
16,990
|
15,627
|
14,114
|
8.7
|
10.7
|
|||||||||||||||
Total Equity
|
293,489
|
246,276
|
220,757
|
19.2
|
11.6
|
|||||||||||||||
Fixed Income Taxable:
|
||||||||||||||||||||
U.S.
|
20,680
|
16,074
|
13,252
|
28.7
|
21.3
|
|||||||||||||||
Global & Non-US
|
429,409
|
483,171
|
405,208
|
(11.1
|
)
|
19.2
|
||||||||||||||
Total
|
450,089
|
499,245
|
418,460
|
(9.8
|
)
|
19.3
|
||||||||||||||
Fixed Income Tax-Exempt:
|
||||||||||||||||||||
U.S.
|
38,317
|
35,993
|
28,906
|
6.5
|
24.5
|
|||||||||||||||
Global & Non-US
|
78
|
78
|
—
|
—
|
—
|
|||||||||||||||
Total
|
38,395
|
36,071
|
28,906
|
6.4
|
24.8
|
|||||||||||||||
Fixed Income Passively Managed
(1)
:
|
||||||||||||||||||||
U.S.
|
2,836
|
2,153
|
1,144
|
31.7
|
88.2
|
|||||||||||||||
Global & Non-US
|
8,438
|
8,605
|
7,056
|
(1.9
|
)
|
22.0
|
||||||||||||||
Total
|
11,274
|
10,758
|
8,200
|
4.8
|
31.2
|
|||||||||||||||
Total Fixed Income
|
499,758
|
546,074
|
455,566
|
(8.5
|
)
|
19.9
|
||||||||||||||
Other
(2)
:
|
||||||||||||||||||||
U.S.
|
64,452
|
22,819
|
14,306
|
182.4
|
59.5
|
|||||||||||||||
Global & Non-US
|
9,277
|
9,785
|
7,424
|
(5.2
|
)
|
31.8
|
||||||||||||||
Total
|
73,729
|
32,604
|
21,730
|
126.1
|
50.0
|
|||||||||||||||
Total Investment Advisory and Services Fees:
|
||||||||||||||||||||
U.S.
|
318,359
|
222,307
|
161,983
|
43.2
|
37.2
|
|||||||||||||||
Global & Non-US
|
548,617
|
602,647
|
536,070
|
(9.0
|
)
|
12.4
|
||||||||||||||
866,976
|
824,954
|
698,053
|
5.1
|
18.2
|
||||||||||||||||
Distribution Revenues
|
440,961
|
461,944
|
406,467
|
(4.5
|
)
|
13.6
|
||||||||||||||
Shareholder Servicing Fees
|
89,198
|
89,472
|
88,375
|
(0.3
|
)
|
1.2
|
||||||||||||||
Total
|
$
|
1,397,135
|
$
|
1,376,370
|
$
|
1,192,895
|
1.5
|
15.4
|
||||||||||||
Affiliated
|
$
|
47,910
|
$
|
43,264
|
$
|
31,089
|
10.7
|
39.2
|
||||||||||||
Non-affiliated
|
1,349,225
|
1,333,106
|
1,161,806
|
1.2
|
14.7
|
|||||||||||||||
Total
|
$
|
1,397,135
|
$
|
1,376,370
|
$
|
1,192,895
|
1.5
|
15.4
|
(1) | Includes index and enhanced index services. |
(2) | Includes multi-asset solutions and services and certain alternative investments. |
December 31,
|
% Change
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2014-13
|
2013-12
|
||||||||||||||||
(in millions)
|
||||||||||||||||||||
Equity Actively Managed:
|
||||||||||||||||||||
U.S.
|
$
|
22,842
|
$
|
21,620
|
$
|
16,506
|
5.7
|
%
|
31.0
|
%
|
||||||||||
Global & Non-US
|
15,125
|
15,003
|
13,222
|
0.8
|
13.5
|
|||||||||||||||
Total
|
37,967
|
36,623
|
29,728
|
3.7
|
23.2
|
|||||||||||||||
Equity Passively Managed
(1)
:
|
||||||||||||||||||||
U.S.
|
172
|
83
|
67
|
107.2
|
23.9
|
|||||||||||||||
Global & Non-US
|
402
|
397
|
371
|
1.3
|
7.0
|
|||||||||||||||
Total
|
574
|
480
|
438
|
19.6
|
9.6
|
|||||||||||||||
Total Equity
|
38,541
|
37,103
|
30,166
|
3.9
|
23.0
|
|||||||||||||||
Fixed Income Taxable:
|
||||||||||||||||||||
U.S.
|
7,396
|
7,468
|
8,962
|
(1.0
|
)
|
(16.7
|
)
|
|||||||||||||
Global & Non-US
|
2,871
|
2,128
|
1,755
|
34.9
|
21.3
|
|||||||||||||||
Total
|
10,267
|
9,596
|
10,717
|
7.0
|
(10.5
|
)
|
||||||||||||||
Fixed Income Tax-Exempt:
|
||||||||||||||||||||
U.S.
|
19,401
|
18,843
|
20,835
|
3.0
|
(9.6
|
)
|
||||||||||||||
Global & Non-US
|
3
|
2
|
—
|
50.0
|
—
|
|||||||||||||||
Total
|
19,404
|
18,845
|
20,835
|
3.0
|
(9.6
|
)
|
||||||||||||||
Fixed Income Passively Managed
(1)
:
|
||||||||||||||||||||
U.S.
|
5
|
11
|
31
|
(54.5
|
)
|
(64.5
|
)
|
|||||||||||||
Global & Non-US
|
402
|
357
|
355
|
12.6
|
0.6
|
|||||||||||||||
Total
|
407
|
368
|
386
|
10.6
|
(4.7
|
)
|
||||||||||||||
Total Fixed Income
|
30,078
|
28,809
|
31,938
|
4.4
|
(9.8
|
)
|
||||||||||||||
Other
(2)
:
|
||||||||||||||||||||
U.S.
|
1,902
|
1,375
|
804
|
38.3
|
71.0
|
|||||||||||||||
Global & Non-US
|
4,968
|
4,144
|
2,898
|
19.9
|
43.0
|
|||||||||||||||
Total
|
6,870
|
5,519
|
3,702
|
24.5
|
49.1
|
|||||||||||||||
Total:
|
||||||||||||||||||||
U.S.
|
51,718
|
49,400
|
47,205
|
4.7
|
4.6
|
|||||||||||||||
Global & Non-US
|
23,771
|
22,031
|
18,601
|
7.9
|
18.4
|
|||||||||||||||
Total
|
$
|
75,489
|
$
|
71,431
|
$
|
65,806
|
5.7
|
8.5
|
(1) | Includes index and enhanced index services. |
(2) | Includes multi-asset solutions and services and certain alternative investments. |
Years Ended December 31,
|
% Change
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2014-13
|
2013-12
|
||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Equity Actively Managed:
|
||||||||||||||||||||
U.S.
|
$
|
250,415
|
$
|
211,927
|
$
|
209,263
|
18.2
|
% |
1.3
|
%
|
||||||||||
Global & Non-US
|
169,472
|
153,062
|
149,732
|
10.7
|
2.2
|
|||||||||||||||
Total
|
419,887
|
364,989
|
358,995
|
15.0
|
1.7
|
|||||||||||||||
Equity Passively Managed
(1)
:
|
||||||||||||||||||||
U.S.
|
695
|
316
|
65
|
119.9
|
386.2
|
|||||||||||||||
Global & Non-US
|
1,839
|
1,800
|
1,666
|
2.2
|
8.0
|
|||||||||||||||
Total
|
2,534
|
2,116
|
1,731
|
19.8
|
22.2
|
|||||||||||||||
Total Equity
|
422,421
|
367,105
|
360,726
|
15.1
|
1.8
|
|||||||||||||||
Fixed Income Taxable:
|
||||||||||||||||||||
U.S.
|
39,811
|
44,260
|
48,906
|
(10.1
|
)
|
(9.5
|
)
|
|||||||||||||
Global & Non-US
|
15,778
|
13,029
|
12,319
|
21.1
|
5.8
|
|||||||||||||||
Total
|
55,589
|
57,289
|
61,225
|
(3.0
|
)
|
(6.4
|
)
|
|||||||||||||
Fixed Income Tax-Exempt:
|
||||||||||||||||||||
U.S.
|
102,509
|
104,867
|
117,035
|
(2.2
|
)
|
(10.4
|
)
|
|||||||||||||
Global & Non-US
|
27
|
18
|
—
|
50.0
|
—
|
|||||||||||||||
Total
|
102,536
|
104,885
|
117,035
|
(2.2
|
)
|
(10.4
|
)
|
|||||||||||||
Fixed Income Passively Managed
(1)
:
|
||||||||||||||||||||
U.S.
|
9
|
88
|
26
|
(89.8
|
)
|
238.5
|
||||||||||||||
Global & Non-US
|
3,446
|
3,105
|
1,184
|
11.0
|
162.2
|
|||||||||||||||
Total
|
3,455
|
3,193
|
1,210
|
8.2
|
163.9
|
|||||||||||||||
Total Fixed Income
|
161,580
|
165,367
|
179,470
|
(2.3
|
)
|
(7.9
|
)
|
|||||||||||||
Other
(2)
:
|
||||||||||||||||||||
U.S.
|
16,566
|
12,699
|
9,592
|
30.5
|
32.4
|
|||||||||||||||
Global & Non-US
|
57,600
|
40,872
|
31,919
|
40.9
|
28.0
|
|||||||||||||||
Total
|
74,166
|
53,571
|
41,511
|
38.4
|
29.1
|
|||||||||||||||
Total Investment Advisory and Services Fees:
|
||||||||||||||||||||
U.S.
|
410,005
|
374,157
|
384,887
|
9.6
|
(2.8
|
)
|
||||||||||||||
Global & Non-US
|
248,162
|
211,886
|
196,820
|
17.1
|
7.7
|
|||||||||||||||
Total
|
658,167
|
586,043
|
581,707
|
12.3
|
0.7
|
|||||||||||||||
Distribution Revenues
|
3,669
|
3,175
|
2,447
|
15.6
|
29.8
|
|||||||||||||||
Shareholder Servicing Fees
|
2,488
|
2,140
|
1,637
|
16.3
|
30.7
|
|||||||||||||||
Total
|
$
|
664,324
|
$
|
591,358
|
$
|
585,791
|
12.3
|
1.0
|
(1) | Includes index and enhanced index services. |
(2) | Includes multi-asset solutions and services and certain alternative investments. |
Years Ended December 31,
|
% Change
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2014-13 | 2013-12 | ||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Bernstein Research Services
|
$
|
482,538
|
$
|
445,083
|
$
|
413,707
|
8.4
|
%
|
7.6
|
%
|
Ÿ | our investment performance for clients; |
Ÿ | our commitment to place the interests of our clients first; |
Ÿ | the quality of our research; |
Ÿ | our ability to attract, motivate and retain highly skilled, and often highly specialized, personnel; |
Ÿ | the array of investment products we offer; |
Ÿ | the fees we charge; |
Ÿ | Morningstar/Lipper rankings for the AB Funds; |
Ÿ | our operational effectiveness; |
Ÿ | our ability to further develop and market our brand; and |
Ÿ | our global presence. |
Ÿ | Our Investment Performance . Our ability to achieve investment returns for clients that meet or exceed investment returns for comparable asset classes and competing investment services is a key consideration when clients decide to keep their assets with us or invest additional assets, and when a prospective client is deciding whether to invest with us. Poor investment performance, both in absolute terms and/or relative to peers and stated benchmarks, may result in clients withdrawing assets and in prospective clients choosing to invest with competitors. |
Ÿ | Market Factors . Reductions in stock and/or bond prices, such as those we experienced at times during 2014, particularly during early October 2014 (largely due to investor anxiety over geopolitical and global economic factors, including the direction of interest rates), cause the value of our AUM to decrease and may cause our clients to redeem their investments, which would further reduce our AUM and revenues. Additionally, increases in interest rates, particularly if rapid, as well as uncertainty pertaining to the future direction of interest rates, likely would decrease the total return of many bond investments due to lower market valuations of existing bonds. These factors could have a significant adverse effect on our revenues and results of operations as our AUM in fixed income investments have become a larger component of our AUM. |
Ÿ | 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 benefits plans choosing to invest in less risky investments, may reduce interest in some of the investment products we offer, and/or clients and prospects may seek investment products that we may not currently offer, such as retail money market funds. Loss of, or decreases in, AUM will reduce our investment actively managed advisory and services fees and revenues. |
Ÿ | Investing Trends . Our fee rates vary significantly among the various investment products and services we offer to our clients. For example, we generally earn higher fees from assets invested in our actively-managed equity services than in our actively-managed fixed income services or passive services. Also, we often earn higher fees from global and international services than we do from U.S. services ( see “Net Revenues” in Item 7 for additional information regarding our fee rates). If our clients choose to invest in actively managed fixed income services and/or passive services, which generally have lower fees, instead of actively managed equity services, which generally have higher fees, our investment advisory and services fees and revenues will decline. |
Ÿ | Service Changes . We may be required to reduce our fee levels, restructure the fees we charge or adjust the services we offer to our clients because of, among other things, regulatory initiatives (whether industry-wide or specifically targeted), court decisions and competitive considerations. A reduction in fees would reduce our revenues. |
Ÿ | adverse effects on our earnings if acquired intangible assets or goodwill become impaired; |
Ÿ | existence of unknown liabilities or contingencies that arise after closing; and |
Ÿ | potential disputes with counterparties. |
Ÿ | causing disruptions in global economic conditions, thereby decreasing investor confidence and making investment products generally less attractive; |
Ÿ | inflicting loss of life; |
Ÿ | triggering massive technology failures or delays; and |
Ÿ | requiring substantial capital expenditures and operating expenses to remediate damage and restore operations. |
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Quarters Ended 2014
|
||||||||||||||||||||
December
31
|
September
30
|
June
30
|
March
31
|
Total
|
||||||||||||||||
Cash distributions per AB Unit
(1)
|
$
|
0.63
|
$
|
0.51
|
$
|
0.50
|
$
|
0.44
|
$
|
2.08
|
||||||||||
Cash distributions per AB Holding Unit
(1)
|
$
|
0.57
|
$
|
0.45
|
$
|
0.45
|
$
|
0.39
|
$
|
1.86
|
||||||||||
AB Holding Unit prices:
|
||||||||||||||||||||
High
|
$
|
27.39
|
$
|
28.18
|
$
|
26.69
|
$
|
26.00
|
||||||||||||
Low
|
$
|
22.40
|
$
|
25.00
|
$
|
22.71
|
$
|
20.98
|
||||||||||||
Quarters Ended 2013
|
||||||||||||||||||||
December
31
|
September
30
|
June
30
|
March
31
|
Total
|
||||||||||||||||
|
||||||||||||||||||||
Cash distributions per AB Unit
(1)
|
$
|
0.66
|
$
|
0.46
|
$
|
0.44
|
$
|
0.41
|
$
|
1.97
|
||||||||||
Cash distributions per AB Holding Unit
(1)
|
$
|
0.60
|
$
|
0.40
|
$
|
0.41
|
$
|
0.38
|
$
|
1.79
|
||||||||||
AB Holding Unit prices:
|
||||||||||||||||||||
High
|
$
|
23.00
|
$
|
23.25
|
$
|
27.38
|
$
|
23.25
|
||||||||||||
Low
|
$
|
19.50
|
$
|
18.77
|
$
|
20.05
|
$
|
17.65
|
(1) | Declared and paid during the following quarter. |
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
|
||||||||||||||||
10/1/14-10/31/14
(1)(2)
|
119,632
|
$
|
23.71
|
—
|
—
|
|||||||||||
11/1/14-11/30/14
|
—
|
—
|
—
|
—
|
||||||||||||
12/1/14-12/31/14
(1)(3)
|
3,212,767
|
26.33
|
—
|
—
|
||||||||||||
Total
|
3,332,399
|
$
|
26.23
|
—
|
—
|
(1) | During the fourth quarter of 2014, we purchased from employees 3,035,519 AB Holding Units to allow them to fulfill statutory withholding tax requirements at the time of distribution of long-term incentive compensation awards. |
(2) | During October 2014, we purchased 119,500 AB Holding Units on the open market pursuant to a Rule 10b5-1 plan, which plan was adopted on July 31, 2014 and expired on October 22, 2014, to help fund anticipated obligations under our incentive compensation award program. |
(3) | During December 2014, we purchased 177,380 AB Holding Units on the open market pursuant to a Rule 10b5-1 plan, which plan was adopted on October 24, 2014 and expired on February 11, 2015, 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
|
||||||||||||||||
10/1/14-10/31/14
|
—
|
$
|
—
|
—
|
—
|
|||||||||||
11/1/14-11/30/14
(1)
|
6,703
|
26.61
|
—
|
—
|
||||||||||||
12/1/14-12/31/14
|
—
|
—
|
—
|
—
|
||||||||||||
Total
|
6,703
|
$
|
26.61
|
—
|
—
|
(1) | On November 21, 2014, we purchased 6,703 AB Units in private transactions. |
Years Ended December 31,
|
||||||||||||||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
(in thousands, except per unit amounts)
|
||||||||||||||||||||
INCOME STATEMENT DATA:
|
||||||||||||||||||||
Equity in net income (loss) attributable to AB Unitholders
|
$
|
203,277
|
$
|
185,912
|
$
|
70,807
|
$
|
(65,581
|
)
|
$
|
162,217
|
|||||||||
Income taxes
|
22,463
|
20,410
|
19,722
|
27,687
|
28,059
|
|||||||||||||||
Net income (loss)
|
$
|
180,814
|
$
|
165,502
|
$
|
51,085
|
$
|
(93,268
|
)
|
$
|
134,158
|
|||||||||
Basic net income (loss) per unit
|
$
|
1.87
|
$
|
1.72
|
$
|
0.51
|
$
|
(0.90
|
)
|
$
|
1.33
|
|||||||||
Diluted net income (loss) per unit
|
$
|
1.86
|
$
|
1.71
|
$
|
0.51
|
$
|
(0.90
|
)
|
$
|
1.32
|
|||||||||
CASH DISTRIBUTIONS PER UNIT
(1)
|
$
|
1.86
|
$
|
1.79
|
$
|
1.23
|
$
|
1.14
|
$
|
1.31
|
||||||||||
BALANCE SHEET DATA AT PERIOD END:
|
||||||||||||||||||||
Total assets
|
$
|
1,627,892
|
$
|
1,533,654
|
$
|
1,566,493
|
$
|
1,628,984
|
$
|
1,788,496
|
||||||||||
Partners’ capital
|
$
|
1,627,510
|
$
|
1,532,878
|
$
|
1,560,082
|
$
|
1,626,173
|
$
|
1,787,110
|
(1) | AB Holding is required to distribute all of its Available Cash Flow, as defined in the AB Holding Partnership Agreement, to its Unitholders; 2014 and 2013 distributions reflect the impact of AB’s non-GAAP adjustments; 2012 distributions exclude the impact of AB’s $207.0 million non-cash real estate charges recorded in the third and fourth quarters of 2012; 2011 distributions exclude the impact of AB’s $587.1 million one-time, non-cash long-term incentive compensation charge. |
Years Ended December 31,
|
||||||||||||||||||||
2014
|
2013
(1)
|
2012
(1)
|
2011
(1)
|
2010
(1)
|
||||||||||||||||
(in thousands, except per unit amounts and unless otherwise indicated)
|
||||||||||||||||||||
INCOME STATEMENT DATA:
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
Investment advisory and services fees
|
$
|
1,958,250
|
$
|
1,849,105
|
$
|
1,764,475
|
$
|
1,907,318
|
$
|
2,041,264
|
||||||||||
Bernstein research services
|
482,538
|
445,083
|
413,707
|
437,414
|
430,521
|
|||||||||||||||
Distribution revenues
|
444,970
|
465,424
|
409,488
|
360,722
|
349,025
|
|||||||||||||||
Dividend and interest income
|
22,322
|
19,962
|
21,286
|
21,499
|
22,902
|
|||||||||||||||
Investment gains (losses)
|
(9,076
|
)
|
33,339
|
29,202
|
(82,081
|
)
|
(1,410
|
)
|
||||||||||||
Other revenues
|
108,788
|
105,058
|
101,801
|
107,569
|
109,803
|
|||||||||||||||
Total revenues
|
3,007,792
|
2,917,971
|
2,739,959
|
2,752,441
|
2,952,105
|
|||||||||||||||
Less: interest expense
|
2,426
|
2,924
|
3,222
|
2,550
|
3,548
|
|||||||||||||||
Net revenues
|
3,005,366
|
2,915,047
|
2,736,737
|
2,749,891
|
2,948,557
|
|||||||||||||||
Expenses:
|
||||||||||||||||||||
Employee compensation and benefits:
|
||||||||||||||||||||
Employee compensation and benefits
|
1,265,664
|
1,212,011
|
1,168,645
|
1,246,898
|
1,320,495
|
|||||||||||||||
Long-term incentive compensation charge
|
—
|
—
|
—
|
587,131
|
—
|
|||||||||||||||
Promotion and servicing:
|
||||||||||||||||||||
Distribution-related payments
|
413,054
|
426,824
|
370,865
|
306,368
|
289,456
|
|||||||||||||||
Amortization of deferred sales commissions
|
41,508
|
41,279
|
40,262
|
37,675
|
47,397
|
|||||||||||||||
Other
|
224,576
|
204,568
|
198,416
|
215,513
|
191,042
|
|||||||||||||||
General and administrative:
|
||||||||||||||||||||
General and administrative
|
426,960
|
423,043
|
507,682
|
532,896
|
516,014
|
|||||||||||||||
Real estate charges
|
52
|
28,424
|
223,038
|
7,235
|
101,698
|
|||||||||||||||
Contingent payment arrangements
|
(2,782
|
)
|
(10,174
|
)
|
682
|
682
|
171
|
|||||||||||||
Interest on borrowings
|
2,797
|
2,962
|
3,429
|
2,545
|
2,078
|
|||||||||||||||
Amortization of intangible assets
|
24,916
|
21,859
|
21,353
|
21,417
|
21,344
|
|||||||||||||||
Total expenses
|
2,396,745
|
2,350,796
|
2,534,372
|
2,958,360
|
2,489,695
|
|||||||||||||||
Operating income (loss)
|
608,621
|
564,251
|
202,365
|
(208,469
|
)
|
458,862
|
||||||||||||||
Non-operating income
|
—
|
—
|
—
|
—
|
6,760
|
|||||||||||||||
Income (loss) before income taxes
|
608,621
|
564,251
|
202,365
|
(208,469
|
)
|
465,622
|
||||||||||||||
Income taxes
|
37,782
|
36,829
|
13,764
|
3,098
|
38,523
|
|||||||||||||||
Net income (loss)
|
570,839
|
527,422
|
188,601
|
(211,567
|
)
|
427,099
|
||||||||||||||
Net income (loss) of consolidated entities attributable to non-controlling interests
|
456
|
9,746
|
(315
|
)
|
(36,799
|
)
|
(15,320
|
)
|
||||||||||||
Net income (loss) attributable to AB Unitholders
|
$
|
570,383
|
$
|
517,676
|
$
|
188,916
|
$
|
(174,768
|
)
|
$
|
442,419
|
|||||||||
Basic net income (loss) per AB Unit
|
$
|
2.10
|
$
|
1.89
|
$
|
0.67
|
$
|
(0.62
|
)
|
$
|
1.59
|
|||||||||
Diluted net income (loss) per AB Unit
|
$
|
2.09
|
$
|
1.88
|
$
|
0.67
|
$
|
(0.62
|
)
|
$
|
1.58
|
|||||||||
Operating margin
(2)
|
20.2
|
%
|
19.0
|
%
|
7.4
|
%
|
n/m
|
16.1
|
%
|
|||||||||||
CASH DISTRIBUTIONS PER AB UNIT
(3)
|
$
|
2.08
|
$
|
1.97
|
$
|
1.36
|
$
|
1.38
|
$
|
1.58
|
||||||||||
BALANCE SHEET DATA AT PERIOD END:
|
||||||||||||||||||||
Total assets
|
$
|
7,378,453
|
$
|
7,385,851
|
$
|
8,115,050
|
$
|
7,708,389
|
$
|
7,580,315
|
||||||||||
Debt
|
$
|
488,988
|
$
|
268,398
|
$
|
323,163
|
$
|
444,903
|
$
|
224,991
|
||||||||||
Total capital
|
$
|
4,115,861
|
$
|
4,069,726
|
$
|
3,803,268
|
$
|
4,029,487
|
$
|
4,495,356
|
||||||||||
ASSETS UNDER MANAGEMENT AT PERIOD END (in millions)
|
$
|
474,027
|
$
|
450,411
|
$
|
430,017
|
$
|
405,897
|
$
|
478,019
|
(1) | Certain prior-year amounts have been reclassified to conform to our 2014 presentation See Note 2 to AB’s consolidated financial statements in Item 8 for a discussion of reclassifications. |
(2) | Operating income excluding net income (loss) attributable to non-controlling interests as a percentage of net revenues. |
(3) | AB is required to distribute all of its Available Cash Flow, as defined in the AB Partnership Agreement, to its Unitholders and the General Partner; 2014 and 2013 distributions reflect the impact of non-GAAP adjustments; 2012 distributions exclude a total of $207.0 million of non-cash real estate charges recorded in the third and fourth quarters of 2012; 2011 distributions exclude the $587.1 million one-time, non-cash long-term incentive compensation charge. |
Years Ended December 31,
|
% Change
|
|||||||||||||||||||
|
2014 | 2013 | 2012 | 2014-13 | 2013-12 | |||||||||||||||
(in thousands, except per unit amounts)
|
||||||||||||||||||||
Net income attributable to AB Unitholders
|
$
|
570,383
|
$
|
517,676
|
$
|
188,916
|
10.2
|
%
|
174.0
|
%
|
||||||||||
Weighted average equity ownership interest
|
35.6
|
%
|
35.9
|
%
|
37.5
|
%
|
||||||||||||||
Equity in net income attributable to AB Unitholders
|
$
|
203,277
|
$
|
185,912
|
$
|
70,807
|
9.3
|
162.6
|
||||||||||||
Income taxes
|
22,463
|
20,410
|
19,722
|
10.1
|
3.5
|
|||||||||||||||
Net income of AB Holding
|
$
|
180,814
|
$
|
165,502
|
$
|
51,085
|
9.3
|
224.0
|
||||||||||||
Diluted net income per AB Holding Unit
|
$
|
1.86
|
$
|
1.71
|
$
|
0.51
|
8.8
|
235.3
|
||||||||||||
Distributions per AB Holding Unit
(1)
|
$
|
1.86
|
$
|
1.79
|
$
|
1.23
|
3.9
|
45.5
|
(1) | 2014 and 2013 distributions reflect the impact of AB’s non-GAAP adjustments; 2012 distributions exclude the impact of AB’s $207.0 million non-cash real estate charges recorded in the third and fourth quarters of 2012. |
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands, except per unit amounts)
|
||||||||||||
AB non-GAAP adjustments, before taxes
|
$
|
(665
|
)
|
$
|
20,552
|
$
|
221,530
|
|||||
Income tax credit (expense) on non-GAAP adjustments
|
610
|
(1,514
|
)
|
(11,576
|
)
|
|||||||
AB non-GAAP adjustments, after taxes
|
(55
|
)
|
19,038
|
209,954
|
||||||||
AB Holding’s weighted average equity ownership interest in AB
|
35.6
|
%
|
35.9
|
%
|
37.5
|
%
|
||||||
Impact on AB Holding’s net income of AB non-GAAP adjustments
|
$
|
(20
|
)
|
$
|
6,837
|
$
|
78,692
|
|||||
Net income - diluted, GAAP basis
|
$
|
182,350
|
$
|
166,668
|
$
|
51,085
|
||||||
Impact on AB Holding’s net income of AB non-GAAP adjustments
|
(20
|
)
|
6,837
|
78,692
|
||||||||
Adjusted net income - diluted
|
$
|
182,330
|
$
|
173,505
|
$
|
129,777
|
||||||
Diluted net income per AB Holding Unit, GAAP basis
|
$
|
1.86
|
$
|
1.71
|
$
|
0.51
|
||||||
Impact of AB non-GAAP adjustments
|
—
|
0.07
|
0.77
|
|||||||||
Adjusted diluted net income per AB Holding Unit
|
$
|
1.86
|
$
|
1.78
|
$
|
1.28
|
As of December 31,
|
% Change
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2014-13
|
2013-12
|
||||||||||||||||
(in billions)
|
||||||||||||||||||||
|
||||||||||||||||||||
Institutions
|
$
|
237.0
|
$
|
226.0
|
$
|
219.8
|
4.9
|
%
|
2.8
|
%
|
||||||||||
Retail
|
161.5
|
153.0
|
144.4
|
5.6
|
6.0
|
|||||||||||||||
Private Wealth Management
|
75.5
|
71.4
|
65.8
|
5.7
|
8.5
|
|||||||||||||||
Total
|
$
|
474.0
|
$
|
450.4
|
$
|
430.0
|
5.2
|
4.7
|
As of December 31,
|
% Change
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2014-13
|
2013-12
|
||||||||||||||||
(in billions)
|
||||||||||||||||||||
Equity
|
||||||||||||||||||||
Actively Managed
|
$
|
112.5
|
$
|
107.8
|
$
|
95.4
|
4.3
|
%
|
13.0
|
%
|
||||||||||
Passively Managed
(1)
|
50.4
|
49.3
|
40.3
|
2.4
|
22.4
|
|||||||||||||||
Total Equity
|
162.9
|
157.1
|
135.7
|
3.7
|
15.8
|
|||||||||||||||
Fixed Income
|
||||||||||||||||||||
Actively Managed
|
||||||||||||||||||||
Taxable
|
219.4
|
211.0
|
224.0
|
4.0
|
(5.8
|
)
|
||||||||||||||
Tax-exempt
|
31.6
|
28.7
|
30.8
|
10.2
|
(6.6
|
)
|
||||||||||||||
251.0
|
239.7
|
254.8
|
4.8
|
(5.9
|
)
|
|||||||||||||||
Passively Managed
(1)
|
10.1
|
9.3
|
7.9
|
7.7
|
18.2
|
|||||||||||||||
Total Fixed Income
|
261.1
|
249.0
|
262.7
|
4.9
|
(5.2
|
)
|
||||||||||||||
Other
(2)
|
50.0
|
44.3
|
31.6
|
12.7
|
40.0
|
|||||||||||||||
Total
|
$
|
474.0
|
$
|
450.4
|
$
|
430.0
|
5.2
|
4.7
|
(1) | Includes index and enhanced index services. |
(2) | Includes multi-asset solutions and services and certain alternative investments. |
Distribution Channel
|
||||||||||||||||
Institutions
|
Retail
|
Private
Wealth
Management
|
Total
|
|||||||||||||
(in billions)
|
||||||||||||||||
Balance as of December 31, 2013
|
$
|
226.0
|
$
|
153.0
|
$
|
71.4
|
$
|
450.4
|
||||||||
Long-term flows:
|
||||||||||||||||
Sales/new accounts
|
23.9
|
42.1
|
6.5
|
72.5
|
||||||||||||
Redemptions/terminations
|
(10.7
|
)
|
(37.5
|
)
|
(5.5
|
)
|
(53.7
|
)
|
||||||||
Cash flow/unreinvested dividends
|
(7.7
|
)
|
(5.1
|
)
|
(0.9
|
)
|
(13.7
|
)
|
||||||||
Net long-term inflows (outflows)
|
5.5
|
(0.5
|
)
|
0.1
|
5.1
|
|||||||||||
Acquisitions
|
0.1
|
2.8
|
—
|
2.9
|
||||||||||||
Transfers
|
0.3
|
(0.4
|
)
|
0.1
|
—
|
|||||||||||
AUM adjustment
(3)
|
(1.1
|
)
|
(0.5
|
)
|
—
|
(1.6
|
)
|
|||||||||
Market appreciation
|
6.2
|
7.1
|
3.9
|
17.2
|
||||||||||||
Net change
|
11.0
|
8.5
|
4.1
|
23.6
|
||||||||||||
Balance as of December 31, 2014
|
$
|
237.0
|
$
|
161.5
|
$
|
75.5
|
$
|
474.0
|
||||||||
Balance as of December 31, 2012
|
$
|
219.8
|
$
|
144.4
|
$
|
65.8
|
$
|
430.0
|
||||||||
Long-term flows:
|
||||||||||||||||
Sales/new accounts
|
24.9
|
49.1
|
6.4
|
80.4
|
||||||||||||
Redemptions/terminations
|
(18.5
|
)
|
(50.1
|
)
|
(8.5
|
)
|
(77.1
|
)
|
||||||||
Cash flow/unreinvested dividends
|
(7.4
|
)
|
(6.5
|
)
|
(1.7
|
)
|
(15.6
|
)
|
||||||||
Net long-term (outflows) inflows
|
(1.0
|
)
|
(7.5
|
)
|
(3.8
|
)
|
(12.3
|
)
|
||||||||
Acquisitions
|
0.3
|
0.7
|
1.1
|
2.1
|
||||||||||||
Market appreciation
|
6.9
|
15.4
|
8.3
|
30.6
|
||||||||||||
Net change
|
6.2
|
8.6
|
5.6
|
20.4
|
||||||||||||
Balance as of December 31, 2013
|
$
|
226.0
|
$
|
153.0
|
$
|
71.4
|
$
|
450.4
|
Investment Service
|
||||||||||||||||||||||||||||
Equity
Actively
Managed
|
Equity
Passively
Managed
(1)
|
Fixed
Income
Actively
Managed
- Taxable
|
Fixed
Income
Actively
Managed -
Tax-
Exempt
|
Fixed
Income
Passively
Managed
(1)
|
Other
(2)
|
Total
|
||||||||||||||||||||||
(in billions)
|
||||||||||||||||||||||||||||
Balance as of December 31, 2013
|
$
|
107.8
|
$
|
49.3
|
$
|
211.0
|
$
|
28.7
|
$
|
9.3
|
$
|
44.3
|
$
|
450.4
|
||||||||||||||
Long-term flows:
|
||||||||||||||||||||||||||||
Sales/new accounts
|
15.2
|
1.7
|
43.3
|
4.6
|
0.6
|
7.1
|
72.5
|
|||||||||||||||||||||
Redemptions/terminations
|
(14.9
|
)
|
(1.0
|
)
|
(29.4
|
)
|
(3.4
|
)
|
(0.7
|
)
|
(4.3
|
)
|
(53.7
|
)
|
||||||||||||||
Cash flow/unreinvested dividends
|
(5.0
|
)
|
(3.4
|
)
|
(7.4
|
)
|
0.1
|
0.6
|
1.4
|
(13.7
|
)
|
|||||||||||||||||
Net long-term (outflows) inflows
|
(4.7
|
)
|
(2.7
|
)
|
6.5
|
1.3
|
0.5
|
4.2
|
5.1
|
|||||||||||||||||||
Acquisitions
|
2.9
|
—
|
—
|
—
|
—
|
—
|
2.9
|
|||||||||||||||||||||
AUM adjustment
(3)
|
(0.1
|
)
|
—
|
(1.4
|
)
|
—
|
—
|
(0.1
|
)
|
(1.6
|
)
|
|||||||||||||||||
Market appreciation
|
6.6
|
3.8
|
3.3
|
1.6
|
0.3
|
1.6
|
17.2
|
|||||||||||||||||||||
Net change
|
4.7
|
1.1
|
8.4
|
2.9
|
0.8
|
5.7
|
23.6
|
|||||||||||||||||||||
Balance as of December 31, 2014
|
$
|
112.5
|
$
|
50.4
|
$
|
219.4
|
$
|
31.6
|
$
|
10.1
|
$
|
50.0
|
$
|
474.0
|
||||||||||||||
Balance as of December 31, 2012
|
$
|
95.4
|
$
|
40.3
|
$
|
224.0
|
$
|
30.8
|
$
|
7.9
|
$
|
31.6
|
$
|
430.0
|
||||||||||||||
Long-term flows:
|
||||||||||||||||||||||||||||
Sales/new accounts
|
15.9
|
3.4
|
49.5
|
4.9
|
1.4
|
5.3
|
80.4
|
|||||||||||||||||||||
Redemptions/terminations
|
(22.4
|
)
|
(0.7
|
)
|
(46.9
|
)
|
(5.1
|
)
|
(0.7
|
)
|
(1.3
|
)
|
(77.1
|
)
|
||||||||||||||
Cash flow/unreinvested dividends
|
(6.0
|
)
|
(4.7
|
)
|
(7.9
|
)
|
(1.4
|
)
|
0.9
|
3.5
|
(15.6
|
)
|
||||||||||||||||
Net long-term (outflows) inflows
|
(12.5
|
)
|
(2.0
|
)
|
(5.3
|
)
|
(1.6
|
)
|
1.6
|
7.5
|
(12.3
|
)
|
||||||||||||||||
Acquisitions
|
2.1
|
—
|
—
|
—
|
—
|
—
|
2.1
|
|||||||||||||||||||||
Market appreciation (depreciation)
|
22.8
|
11.0
|
(7.7
|
)
|
(0.5
|
)
|
(0.2
|
)
|
5.2
|
30.6
|
||||||||||||||||||
Net change
|
12.4
|
9.0
|
(13.0
|
)
|
(2.1
|
)
|
1.4
|
12.7
|
20.4
|
|||||||||||||||||||
Balance as of December 31, 2013
|
$
|
107.8
|
$
|
49.3
|
$
|
211.0
|
$
|
28.7
|
$
|
9.3
|
$
|
44.3
|
$
|
450.4
|
(1)
|
Includes index and enhanced index services.
|
(2)
|
Includes multi-asset solutions and services and certain alternative investments.
|
(3) | Excludes Institutional assets for which we provide administrative services but not investment management services and seed capital invested in Retail funds for which we do not charge an investment management fee from AUM. |
Years Ended December 31,
|
% Change
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2014-13
|
2013-12
|
||||||||||||||||
(in billions)
|
||||||||||||||||||||
Distribution Channel:
|
||||||||||||||||||||
Institutions
|
$
|
234.3
|
$
|
225.4
|
$
|
218.9
|
4.0
|
%
|
2.9
|
%
|
||||||||||
Retail
|
159.6
|
149.4
|
128.2
|
6.8
|
16.5
|
|||||||||||||||
Private Wealth Management
|
73.6
|
67.9
|
68.9
|
8.4
|
(1.3
|
)
|
||||||||||||||
Total
|
$
|
467.5
|
$
|
442.7
|
$
|
416.0
|
5.6
|
6.4
|
||||||||||||
Investment Service:
|
||||||||||||||||||||
Equity Actively Managed
|
$
|
111.2
|
$
|
100.0
|
$
|
109.8
|
11.2
|
%
|
(8.9
|
)%
|
||||||||||
Equity Passively Managed
(1)
|
49.6
|
45.1
|
36.1
|
9.9
|
25.1
|
|||||||||||||||
Fixed Income Actively Managed – Taxable
|
219.5
|
221.4
|
202.0
|
(0.9
|
)
|
9.6
|
||||||||||||||
Fixed Income Actively Managed – Tax-exempt
|
30.4
|
30.1
|
31.1
|
1.3
|
(3.4
|
)
|
||||||||||||||
Fixed Income Passively Managed
(1)
|
9.7
|
8.6
|
5.9
|
12.6
|
46.3
|
|||||||||||||||
Other
(2)
|
47.1
|
37.5
|
31.1
|
25.5
|
20.8
|
|||||||||||||||
Total
|
$
|
467.5
|
$
|
442.7
|
$
|
416.0
|
5.6
|
6.4
|
(1) | Includes index and enhanced index services. |
(2) | Includes multi-asset solutions and services and certain alternative investments. |
1-Year
|
3-Year
|
5-Year
|
||||||||||
Global High Income (fixed income)
|
||||||||||||
Absolute return
|
3.6
|
%
|
9.7
|
%
|
9.8
|
%
|
||||||
Relative return (vs. Barclays Global High Yield Index)
|
3.6
|
1.0
|
1.0
|
|||||||||
Global Fixed Income (fixed income)
|
||||||||||||
Absolute return
|
(0.2
|
)
|
(0.4
|
)
|
3.5
|
|||||||
Relative return (vs. CITI WLD GV BD-USD/JPM GLBL BD)
|
0.3
|
0.6
|
1.9
|
|||||||||
Intermediate Municipal Bonds (fixed income)
|
||||||||||||
Absolute return
|
4.6
|
2.5
|
3.7
|
|||||||||
Relative return (vs. Lipper Short/Int. Blended Muni Fund Avg)
|
0.7
|
0.4
|
0.7
|
|||||||||
U.S. Strategic Core Plus (fixed income)
|
||||||||||||
Absolute return
|
7.2
|
3.8
|
5.6
|
|||||||||
Relative return (vs. Barclays U.S. Aggregate Index)
|
1.2
|
1.1
|
1.2
|
|||||||||
Emerging Market Debt (fixed income)
|
||||||||||||
Absolute return
|
5.7
|
6.2
|
8.0
|
|||||||||
Relative return (vs. JPM EMBI Global/JPM EMBI)
|
0.2
|
0.9
|
0.7
|
|||||||||
Global Plus (fixed income)
|
||||||||||||
Absolute return
|
1.0
|
1.1
|
3.6
|
|||||||||
Relative return (vs. Barclays Global Aggregate Index)
|
0.4
|
0.3
|
1.0
|
|||||||||
Emerging Markets Value
|
||||||||||||
Absolute return
|
1.9
|
3.3
|
(0.1
|
)
|
||||||||
Relative return (vs. MSCI EM Index)
|
4.0
|
(0.7
|
)
|
(1.8
|
)
|
|||||||
Global Strategic Value
|
||||||||||||
Absolute return
|
7.0
|
18.0
|
8.6
|
|||||||||
Relative return (vs. MSCI ACWI Index)
|
2.8
|
3.9
|
(0.6
|
)
|
||||||||
U.S. Small & Mid Cap Value
|
||||||||||||
Absolute return
|
10.1
|
22.4
|
16.7
|
|||||||||
Relative return (vs. Russell 2500 Value Index)
|
3.0
|
3.0
|
1.2
|
|||||||||
U.S. Strategic Value
|
||||||||||||
Absolute return
|
13.3
|
22.3
|
13.9
|
|||||||||
Relative return (vs. Russell 1000 Value Index)
|
(0.2
|
)
|
1.4
|
(1.6
|
)
|
|||||||
Growth & Income
|
||||||||||||
Absolute return
|
9.9
|
21.0
|
16.6
|
|||||||||
Relative return (vs. Russell 1000 Value Index)
|
(3.5
|
)
|
0.1
|
1.1
|
||||||||
U.S. Small Cap Growth
|
||||||||||||
Absolute return
|
(0.6
|
)
|
19.2
|
19.8
|
||||||||
Relative return (vs. Russell 2000 Growth Index)
|
(6.2
|
)
|
(1.0
|
)
|
3.0
|
|||||||
U.S. Large Cap Growth
|
||||||||||||
Absolute return
|
15.0
|
23.1
|
15.2
|
|||||||||
Relative return (vs. Russell 1000 Growth Index)
|
2.0
|
2.8
|
(0.6
|
)
|
||||||||
U.S. Small & Mid Cap Growth
|
||||||||||||
Absolute return
|
3.8
|
19.0
|
20.0
|
|||||||||
Relative return (vs. Russell 2500 Growth Index)
|
(3.2
|
)
|
(1.5
|
)
|
2.7
|
|||||||
Select U.S. Equity
|
||||||||||||
Absolute return
|
14.3
|
21.0
|
17.9
|
|||||||||
Relative return (vs. S&P 500 Index)
|
0.6
|
0.6
|
2.4
|
|||||||||
International Style Blend – Developed
|
||||||||||||
Absolute return
|
(6.5
|
)
|
9.9
|
2.7
|
||||||||
Relative return (vs. MSCI EAFE Index)
|
(1.6
|
)
|
(1.1
|
)
|
(2.6
|
)
|
||||||
Strategic Equities (inception June 30, 2012)
|
||||||||||||
Absolute return
|
13.3
|
N/A
|
N/A
|
|||||||||
Relative return (vs. S&P 500 Index)
|
(0.4
|
) |
N/A
|
N/A
|
Years Ended December 31,
|
% Change
|
|||||||||||||||||||
|
2014
|
2013
|
2012
|
2014-13 | 2013-12 | |||||||||||||||
(in millions, except per unit amounts)
|
||||||||||||||||||||
|
||||||||||||||||||||
Net revenues
|
$
|
3,005.4
|
$
|
2,915.0
|
$
|
2,736.7
|
3.1
|
%
|
6.5
|
%
|
||||||||||
Expenses
|
2,396.8
|
2,350.8
|
2,534.4
|
2.0
|
(7.2
|
)
|
||||||||||||||
Operating income
|
608.6
|
564.2
|
202.3
|
7.9
|
178.8
|
|||||||||||||||
Income taxes
|
37.8
|
36.8
|
13.7
|
2.6
|
167.6
|
|||||||||||||||
Net income
|
570.8
|
527.4
|
188.6
|
8.2
|
179.6
|
|||||||||||||||
Net income (loss) of consolidated entities attributable to non-controlling interests
|
0.4
|
9.7
|
(0.3
|
)
|
(95.3
|
)
|
n/m
|
|||||||||||||
Net income attributable to AB Unitholders
|
$
|
570.4
|
$
|
517.7
|
$
|
188.9
|
10.2
|
174.0
|
||||||||||||
Diluted net income per AB Unit
|
$
|
2.09
|
$
|
1.88
|
$
|
0.67
|
11.1
|
180.6
|
||||||||||||
Distributions per AB Unit
(1)
|
$
|
2.08
|
$
|
1.97
|
$
|
1.36
|
5.6
|
44.9
|
||||||||||||
Operating margin
(2)
|
20.2
|
%
|
19.0
|
%
|
7.4
|
%
|
(1) | 2014 and 2013 distributions reflect the impact of non-GAAP adjustments; 2012 distributions exclude the impact of $207.0 million of non-cash real estate charges recorded in the third and fourth quarters of 2012. |
(2) | Operating income excluding net income (loss) attributable to non-controlling interests as a percentage of net revenues. |
Higher base advisory fees
|
$
|
109.5
|
||
Higher Bernstein Research Services revenues
|
37.4
|
|||
Lower real estate charges
|
28.3
|
|||
Higher employee compensation and benefits
|
(53.7
|
)
|
||
2014 investment losses compared to 2013 investment gains
|
(42.3
|
)
|
||
Higher other promotion and servicing
|
(20.0
|
)
|
||
Other
|
(6.5
|
)
|
||
$
|
52.7
|
Lower real estate charges
|
$
|
194.6
|
||
Higher base advisory fees
|
97.7
|
|||
Lower general and administrative (excluding real estate charges)
|
84.6
|
|||
Higher Bernstein Research Services revenues
|
31.4
|
|||
Higher employee compensation and benefits
|
(43.4
|
)
|
||
Higher income taxes
|
(23.1
|
)
|
||
Lower performance-based fees
|
(13.0
|
)
|
||
$
|
328.8
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Net revenues, US GAAP basis
|
$
|
3,005,366
|
$
|
2,915,047
|
$
|
2,736,737
|
||||||
Exclude:
|
||||||||||||
Long-term incentive compensation-related investment (gains)
|
(2,184
|
)
|
(16,842
|
)
|
(16,711
|
)
|
||||||
Long-term incentive compensation-related dividends and interest
|
(3,083
|
)
|
(2,557
|
)
|
(2,245
|
)
|
||||||
90% of consolidated venture capital fund investment (gains)
|
(1,165
|
)
|
(10,609
|
)
|
(1,118
|
)
|
||||||
Distribution-related payments
|
(413,054
|
)
|
(426,824
|
)
|
(370,865
|
)
|
||||||
Amortization of deferred sales commissions
|
(41,508
|
)
|
(41,279
|
)
|
(40,262
|
)
|
||||||
Pass-through fees and expenses
|
(38,852
|
)
|
(32,879
|
)
|
(52,901
|
)
|
||||||
Adjusted net revenues
|
$
|
2,505,520
|
$
|
2,384,057
|
$
|
2,252,635
|
||||||
Operating income, US GAAP basis
|
$
|
608,621
|
$
|
564,251
|
$
|
202,365
|
||||||
Exclude:
|
||||||||||||
Long-term incentive compensation-related items
|
210
|
(405
|
)
|
(1,508
|
)
|
|||||||
Real estate charges
|
52
|
28,424
|
223,038
|
|||||||||
Acquisition-related expenses
|
3,448
|
3,373
|
—
|
|||||||||
Contingent payment arrangements
|
(4,375
|
)
|
(10,840
|
)
|
—
|
|||||||
Sub-total of non-GAAP adjustments
|
(665
|
)
|
20,552
|
221,530
|
||||||||
Less: Net income (loss) of consolidated entities attributable to non-controlling interests
|
456
|
9,746
|
(315
|
)
|
||||||||
Adjusted operating income
|
$
|
607,500
|
$
|
575,057
|
$
|
424,210
|
||||||
Adjusted operating margin
|
24.2
|
%
|
24.1
|
%
|
18.8
|
%
|
Years Ended December 31,
|
% Change
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2014-13 | 2013-12 | ||||||||||||||||
(in millions)
|
||||||||||||||||||||
Investment advisory and services fees:
|
||||||||||||||||||||
Institutions:
|
||||||||||||||||||||
Base fees
|
$
|
410.1
|
$
|
402.0
|
$
|
425.4
|
2.0
|
%
|
(5.5
|
)%
|
||||||||||
Performance-based fees
|
23.0
|
36.1
|
59.3
|
(36.4
|
)
|
(39.1
|
)
|
|||||||||||||
433.1
|
438.1
|
484.7
|
(1.2
|
)
|
(9.6
|
)
|
||||||||||||||
Retail:
|
||||||||||||||||||||
Base fees
|
846.4
|
817.5
|
695.1
|
3.5
|
17.6
|
|||||||||||||||
Performance-based fees
|
20.5
|
7.4
|
2.9
|
179.4
|
148.2
|
|||||||||||||||
866.9
|
824.9
|
698.0
|
5.1
|
18.2
|
||||||||||||||||
Private Wealth Management:
|
||||||||||||||||||||
Base fees
|
648.5
|
576.0
|
577.3
|
12.6
|
(0.2
|
)
|
||||||||||||||
Performance-based fees
|
9.7
|
10.1
|
4.4
|
(3.7
|
)
|
129.3
|
||||||||||||||
658.2
|
586.1
|
581.7
|
12.3
|
0.8
|
||||||||||||||||
Total:
|
||||||||||||||||||||
Base fees
|
1,905.0
|
1,795.5
|
1,697.8
|
6.1
|
5.8
|
|||||||||||||||
Performance-based fees
|
53.2
|
53.6
|
66.6
|
(0.6
|
)
|
(19.6
|
)
|
|||||||||||||
1,958.2
|
1,849.1
|
1,764.4
|
5.9
|
4.8
|
||||||||||||||||
Bernstein Research Services
|
482.5
|
445.1
|
413.7
|
8.4
|
7.6
|
|||||||||||||||
Distribution revenues
|
445.0
|
465.4
|
409.5
|
(4.4
|
)
|
13.7
|
||||||||||||||
Dividend and interest income
|
22.3
|
20.0
|
21.3
|
11.8
|
(6.2
|
)
|
||||||||||||||
Investment gains (losses)
|
(9.0
|
)
|
33.3
|
29.2
|
n/m
|
14.2
|
||||||||||||||
Other revenues
|
108.8
|
105.0
|
101.8
|
3.6
|
3.2
|
|||||||||||||||
Total revenues
|
3,007.8
|
2,917.9
|
2,739.9
|
3.1
|
6.5
|
|||||||||||||||
Less: Interest expense
|
2.4
|
2.9
|
3.2
|
(17.0
|
)
|
(9.2
|
)
|
|||||||||||||
Net revenues
|
$
|
3,005.4
|
$
|
2,915.0
|
$
|
2,736.7
|
3.1
|
6.5
|
Years Ended December 31,
|
% Change
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2014-13
|
2013-12
|
||||||||||||||||
(in millions)
|
||||||||||||||||||||
Employee compensation and benefits
|
$
|
1,265.7
|
$
|
1,212.0
|
$
|
1,168.6
|
4.4
|
%
|
3.7
|
%
|
||||||||||
Promotion and servicing:
|
||||||||||||||||||||
Distribution-related payments
|
413.0
|
426.8
|
370.9
|
(3.2
|
)
|
15.1
|
||||||||||||||
Amortization of deferred sales commissions
|
41.5
|
41.3
|
40.3
|
0.6
|
2.5
|
|||||||||||||||
Other
|
224.6
|
204.6
|
198.4
|
9.8
|
3.1
|
|||||||||||||||
679.1
|
672.7
|
609.6
|
1.0
|
10.4
|
||||||||||||||||
General and administrative:
|
||||||||||||||||||||
General and administrative
|
427.0
|
423.1
|
507.7
|
0.9
|
(16.7
|
)
|
||||||||||||||
Real estate charges
|
0.1
|
28.4
|
223.0
|
(99.8
|
)
|
(87.3
|
)
|
|||||||||||||
427.1
|
451.5
|
730.7
|
(5.4
|
)
|
(38.2
|
)
|
||||||||||||||
Contingent payment arrangements
|
(2.8
|
)
|
(10.2
|
)
|
0.7
|
(72.7
|
)
|
n/m
|
||||||||||||
Interest
|
2.8
|
3.0
|
3.4
|
(5.6
|
)
|
(13.6
|
)
|
|||||||||||||
Amortization of intangible assets
|
24.9
|
21.8
|
21.4
|
14.0
|
2.4
|
|||||||||||||||
Total
|
$
|
2,396.8
|
$
|
2,350.8
|
$
|
2,534.4
|
2.0
|
(7.2
|
)
|
Payments Due by Period
|
||||||||||||||||||||
Total
|
Less than
1 Year
|
1-3 Years
|
3-5 Years
|
More than
5 Years
|
||||||||||||||||
(in millions)
|
||||||||||||||||||||
Commercial paper
|
$
|
489.0
|
$
|
489.0
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||
Operating leases, net of sublease commitments
|
1,156.5
|
94.7
|
185.0
|
163.6
|
713.2
|
|||||||||||||||
Funding commitments
|
38.4
|
8.9
|
13.3
|
16.2
|
—
|
|||||||||||||||
Accrued compensation and benefits
|
267.6
|
151.8
|
63.1
|
17.4
|
35.3
|
|||||||||||||||
Unrecognized tax benefits
|
11.3
|
—
|
6.7
|
4.6
|
—
|
|||||||||||||||
Total
|
$
|
1,962.8
|
$
|
744.4
|
$
|
268.1
|
$
|
201.8
|
$
|
748.5
|
• | Our belief that the cash flow AB Holding realizes from its investment in AB will provide AB Holding with the resources necessary 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 certain 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. |
As of December 31,
|
||||||||||||||||
2014
|
2013
|
|||||||||||||||
Fair Value
|
Effect of
+100
Basis Point
Change
|
Fair Value
|
Effect of
+100
Basis Point
Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Fixed Income Investments:
|
||||||||||||||||
Trading
|
$
|
196,041
|
$
|
(10,684
|
)
|
$
|
237,325
|
$
|
(12,910
|
)
|
||||||
Available-for-sale
|
221
|
(12
|
)
|
64
|
(3
|
)
|
As of December 31,
|
||||||||||||||||
2014
|
2013
|
|||||||||||||||
Fair Value
|
Effect of -10%
Equity Price
Change
|
Fair Value
|
Effect of -10%
Equity Price
Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Equity Investments:
|
||||||||||||||||
Trading
|
$
|
409,792
|
$
|
(40,979
|
)
|
$
|
336,786
|
$
|
(33,679
|
)
|
||||||
Available-for-sale and other investments
|
157,421
|
(15,742
|
)
|
205,419
|
(20,542
|
)
|
December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands,
except unit amounts)
|
||||||||
ASSETS
|
||||||||
Investment in AB
|
$
|
1,627,740
|
$
|
1,533,654
|
||||
Other assets
|
152
|
—
|
||||||
Total assets
|
$
|
1,627,892
|
$
|
1,533,654
|
||||
LIABILITIES AND PARTNERS’ CAPITAL
|
||||||||
Liabilities:
|
||||||||
Other liabilities
|
$
|
382
|
$
|
776
|
||||
Total liabilities
|
382
|
776
|
||||||
Commitments and contingencies (
See Note 7
)
|
||||||||
Partners’ capital:
|
||||||||
General Partner: 100,000 general partnership units issued and outstanding
|
1,374
|
1,377
|
||||||
Limited partners: 100,656,999 and 95,928,494 limited partnership units issued and outstanding
|
1,668,585
|
1,558,080
|
||||||
AB Holding Units held by AB to fund long-term incentive compensation plans
|
(13,280
|
)
|
(14,045
|
)
|
||||
Accumulated other comprehensive income (loss)
|
(29,169
|
)
|
(12,534
|
)
|
||||
Total partners’ capital
|
1,627,510
|
1,532,878
|
||||||
Total liabilities and partners’ capital
|
$
|
1,627,892
|
$
|
1,533,654
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands, except per unit amounts)
|
||||||||||||
Equity in net income attributable to AB Unitholders
|
$
|
203,277
|
$
|
185,912
|
$
|
70,807
|
||||||
Income taxes
|
22,463
|
20,410
|
19,722
|
|||||||||
Net income
|
$
|
180,814
|
$
|
165,502
|
$
|
51,085
|
||||||
Net income per unit:
|
||||||||||||
Basic
|
$
|
1.87
|
$
|
1.72
|
$
|
0.51
|
||||||
Diluted
|
$
|
1.86
|
$
|
1.71
|
$
|
0.51
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Net income
|
$
|
180,814
|
$
|
165,502
|
$
|
51,085
|
||||||
Other comprehensive income (loss):
|
||||||||||||
Foreign currency translation adjustments
|
(7,655
|
)
|
(4,479
|
)
|
(453
|
)
|
||||||
Income tax (expense) benefit
|
(78
|
)
|
146
|
296
|
||||||||
Foreign currency translation adjustments, net of tax
|
(7,733
|
)
|
(4,333
|
)
|
(157
|
)
|
||||||
Unrealized gains on investments:
|
||||||||||||
Unrealized gains arising during period
|
602
|
210
|
516
|
|||||||||
Less: reclassification adjustments for gains included in net income
|
7
|
1,670
|
17
|
|||||||||
Changes in unrealized gains (losses) on investments
|
595
|
(1,460
|
)
|
499
|
||||||||
Income tax (expense) benefit
|
(283
|
)
|
430
|
(242
|
)
|
|||||||
Unrealized gains (losses) on investments, net of tax
|
312
|
(1,030
|
)
|
257
|
||||||||
Changes in employee benefit related items:
|
||||||||||||
Amortization of transition asset
|
—
|
(18
|
)
|
(54
|
)
|
|||||||
Amortization of prior service cost
|
(1,841
|
)
|
2,077
|
40
|
||||||||
Recognized actuarial (loss) gain
|
(7,486
|
)
|
9,144
|
(3,792
|
)
|
|||||||
Changes in employee benefit related items
|
(9,327
|
)
|
11,203
|
(3,806
|
)
|
|||||||
Income tax benefit (expense)
|
113
|
(173
|
)
|
(50
|
)
|
|||||||
Employee benefit related items, net of tax
|
(9,214
|
)
|
11,030
|
(3,856
|
)
|
|||||||
Other comprehensive (loss) income
|
(16,635
|
)
|
5,667
|
(3,756
|
)
|
|||||||
Comprehensive income
|
$
|
164,179
|
$
|
171,169
|
$
|
47,329
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
General Partner’s Capital
|
||||||||||||
Balance, beginning of year
|
$
|
1,377
|
$
|
1,369
|
$
|
1,416
|
||||||
Net income
|
186
|
167
|
49
|
|||||||||
Cash distributions to Unitholders
|
(189
|
)
|
(159
|
)
|
(96
|
)
|
||||||
Balance, end of year
|
1,374
|
1,377
|
1,369
|
|||||||||
Limited Partners’ Capital
|
||||||||||||
Balance, beginning of year
|
1,558,080
|
1,723,172
|
1,760,388
|
|||||||||
Net income
|
180,628
|
165,335
|
51,036
|
|||||||||
Cash distributions to Unitholders
|
(182,535
|
)
|
(142,793
|
)
|
(88,252
|
)
|
||||||
Retirement of AB Holding Units
|
(14,577
|
)
|
(287,303
|
)
|
—
|
|||||||
Issuance of AB Holding Units to fund long-term incentive compensation plan awards
|
108,034
|
84,531
|
—
|
|||||||||
Exercise of compensatory options to buy AB Holding Units
|
18,955
|
15,138
|
—
|
|||||||||
Balance, end of year
|
1,668,585
|
1,558,080
|
1,723,172
|
|||||||||
AB Holding Units held by AB to fund long-term incentive compensation plans
|
||||||||||||
Balance, beginning of year
|
(14,045
|
)
|
(146,258
|
)
|
(121,186
|
)
|
||||||
AB Holding Units held by AB to fund long-term incentive compensation plans
|
765
|
132,213
|
(25,072
|
)
|
||||||||
Balance, end of year
|
(13,280
|
)
|
(14,045
|
)
|
(146,258
|
)
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||
Balance, beginning of year
|
(12,534
|
)
|
(18,201
|
)
|
(14,445
|
)
|
||||||
Unrealized gain (loss) on investments, net of tax
|
312
|
(1,030
|
)
|
257
|
||||||||
Foreign currency translation adjustment, net of tax
|
(7,733
|
)
|
(4,333
|
)
|
(157
|
)
|
||||||
Changes in employee benefit related items, net of tax
|
(9,214
|
)
|
11,030
|
(3,856
|
)
|
|||||||
Balance, end of year
|
(29,169
|
)
|
(12,534
|
)
|
(18,201
|
)
|
||||||
Total Partners’ Capital
|
$
|
1,627,510
|
$
|
1,532,878
|
$
|
1,560,082
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$
|
180,814
|
$
|
165,502
|
$
|
51,085
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Equity in net income attributable to AB Unitholders
|
(203,277
|
)
|
(185,912
|
)
|
(70,807
|
)
|
||||||
Cash distributions received from AB
|
203,919
|
166,324
|
120,950
|
|||||||||
Changes in assets and liabilities:
|
||||||||||||
(Increase) decrease in other assets
|
(152
|
)
|
5,957
|
(4,885
|
)
|
|||||||
Increase in due to AB
|
—
|
3,173
|
3,600
|
|||||||||
(Decrease) increase in other liabilities
|
(394
|
)
|
418
|
—
|
||||||||
Net cash provided by operating activities
|
180,910
|
155,462
|
99,943
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Investments in AB from cash distributions paid to AB consolidated rabbi trust
|
—
|
(14,076
|
)
|
(11,595
|
)
|
|||||||
Investments in AB with proceeds from exercises of compensatory options to buy AB Holding Units
|
(18,955
|
)
|
(15,138
|
)
|
—
|
|||||||
Net cash used in investing activities
|
(18,955
|
)
|
(29,214
|
)
|
(11,595
|
)
|
||||||
Cash flows from financing activities:
|
||||||||||||
Cash distributions to Unitholders
|
(182,724
|
)
|
(142,952
|
)
|
(88,348
|
)
|
||||||
Capital contributions from AB
|
1,814
|
1,566
|
—
|
|||||||||
Proceeds from exercise of compensatory options to buy AB Holding Units
|
18,955
|
15,138
|
—
|
|||||||||
Net cash used in financing activities
|
(161,955
|
)
|
(126,248
|
)
|
(88,348
|
)
|
||||||
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
|
$
|
23,009
|
$
|
19,981
|
$
|
24,606
|
||||||
Non-cash investing activities:
|
||||||||||||
Issuance of AB Holding Units to fund long-term incentive compensation plan awards
|
108,034
|
84,531
|
—
|
|||||||||
Retirement of AB Holding Units
|
(14,577
|
)
|
(287,303
|
)
|
—
|
• | 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 and its 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 (including most institutions for which AB manages accounts with less than $25 million in assets), 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 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 real estate investing); and |
• | Multi-asset solutions and services, including dynamic asset allocation, customized target-date funds and target-risk funds. |
AXA and its subsidiaries
|
62.1
|
%
|
||
AB Holding
|
36.5
|
|||
Unaffiliated holders
|
1.4
|
|||
100.0
|
%
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands, except per unit amounts)
|
||||||||||||
Net income - basic
|
$
|
180,814
|
$
|
165,502
|
$
|
51,085
|
||||||
Additional allocation of equity in net income attributable to AB resulting from assumed dilutive effect of compensatory options
|
1,536
|
1,166
|
—
|
|||||||||
Net income - diluted
|
$
|
182,350
|
$
|
166,668
|
$
|
51,085
|
||||||
Weighted average units outstanding - basic
|
96,802
|
96,461
|
101,067
|
|||||||||
Dilutive effect of compensatory options
|
1,148
|
961
|
1
|
|||||||||
Weighted average units outstanding - diluted
|
97,950
|
97,422
|
101,068
|
|||||||||
Basic net income per unit
|
$
|
1.87
|
$
|
1.72
|
$
|
0.51
|
||||||
Diluted net income per unit
|
$
|
1.86
|
$
|
1.71
|
$
|
0.51
|
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Investment in AB as of January 1,
|
$
|
1,533,654
|
$
|
1,560,536
|
||||
Equity in net income attributable to AB Unitholders
|
203,277
|
185,912
|
||||||
Changes in accumulated other comprehensive income (loss)
|
(16,635
|
)
|
5,667
|
|||||
Cash distributions received from AB
|
(203,919
|
)
|
(166,324
|
)
|
||||
Additional investments in AB from cash distributions paid to AB consolidated rabbi trust
|
—
|
14,076
|
||||||
Additional investments with proceeds from exercises of compensatory options to buy AB Holding Units, net
|
18,955
|
15,138
|
||||||
Reclassification of payable to AB
|
—
|
(9,226
|
)
|
|||||
Capital contributions from AB
|
(1,814
|
)
|
(1,566
|
)
|
||||
AB Holding Units retired
|
(14,577
|
)
|
(287,303
|
)
|
||||
AB Holding Units issued to fund long-term incentive compensation plans
|
108,034
|
84,531
|
||||||
Change in AB Holding Units held by AB for long-term incentive compensation plans
|
765
|
132,213
|
||||||
Investment in AB as of December 31,
|
$
|
1,627,740
|
$
|
1,533,654
|
2014
|
2013
|
|||||||
Outstanding as of January 1,
|
96,028,494
|
105,173,342
|
||||||
Options exercised
|
1,110,070
|
887,642
|
||||||
Units issued
|
4,193,445
|
3,935,345
|
||||||
Units retired
|
(575,010
|
)
|
(13,967,835
|
)
|
||||
Outstanding as of December 31,
|
100,756,999
|
96,028,494
|
Years Ended December 31,
|
||||||||||||||||||||||||
2014
|
2013
|
2012
|
||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
UBT statutory rate
|
$
|
8,131
|
4.0
|
%
|
$
|
7,490
|
4.0
|
%
|
$
|
2,832
|
4.0
|
%
|
||||||||||||
Federal tax on partnership gross business income
|
22,131
|
10.9
|
19,944
|
10.7
|
19,348
|
27.3
|
||||||||||||||||||
State income taxes
|
332
|
0.2
|
466
|
0.3
|
374
|
0.6
|
||||||||||||||||||
Credit for UBT paid by AB
|
(8,131
|
)
|
(4.0
|
)
|
(7,490
|
)
|
(4.0
|
)
|
(2,832
|
)
|
(4.0
|
)
|
||||||||||||
Income tax expense and effective tax rate
|
$
|
22,463
|
11.1
|
$
|
20,410
|
11.0
|
$
|
19,722
|
27.9
|
Years Ended December 31,
|
% Change
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2014-13 | 2013-12 | ||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Net income attributable to AB Unitholders
|
$
|
570,383
|
$
|
517,676
|
$
|
188,916
|
10.2
|
%
|
174.0
|
%
|
||||||||||
Multiplied by: weighted average equity ownership interest
|
35.6
|
%
|
35.9
|
%
|
37.5
|
%
|
||||||||||||||
Equity in net income attributable to AB Unitholders
|
$
|
203,277
|
$
|
185,912
|
$
|
70,807
|
9.3
|
162.6
|
||||||||||||
AB qualifying revenues
|
$
|
2,153,317
|
$
|
2,041,642
|
$
|
1,930,154
|
5.5
|
5.8
|
||||||||||||
Multiplied by: weighted average equity ownership interest for calculating tax
|
29.4
|
%
|
27.9
|
%
|
28.7
|
%
|
||||||||||||||
Multiplied by: federal tax
|
3.5
|
%
|
3.5
|
%
|
3.5
|
%
|
||||||||||||||
Federal income taxes
|
22,131
|
19,944
|
19,348
|
|||||||||||||||||
State income taxes
|
332
|
466
|
374
|
|||||||||||||||||
Total income taxes
|
$
|
22,463
|
$
|
20,410
|
$
|
19,722
|
10.1
|
3.5
|
Quarters Ended
|
||||||||||||||||
December 31
|
September 30
|
June 30
|
March 31
|
|||||||||||||
(in thousands, except per unit amounts)
|
||||||||||||||||
2014:
|
||||||||||||||||
Equity in net income attributable to AB Unitholders
|
$
|
63,563
|
$
|
49,876
|
$
|
48,467
|
$
|
41,371
|
||||||||
Net income
|
$
|
57,667
|
$
|
44,134
|
$
|
42,854
|
$
|
36,159
|
||||||||
Basic net income per unit
(1)
|
$
|
0.59
|
$
|
0.45
|
$
|
0.44
|
$
|
0.38
|
||||||||
Diluted net income per unit
(1)
|
$
|
0.59
|
$
|
0.45
|
$
|
0.44
|
$
|
0.38
|
||||||||
Cash distributions per unit
(2)(3)
|
$
|
0.57
|
$
|
0.45
|
$
|
0.45
|
$
|
0.39
|
||||||||
2013:
|
||||||||||||||||
Equity in net income attributable to AB Unitholders
|
$
|
62,971
|
$
|
34,504
|
$
|
45,440
|
$
|
42,997
|
||||||||
Net income
|
$
|
57,472
|
$
|
29,523
|
$
|
40,276
|
$
|
38,231
|
||||||||
Basic net income per unit
(1)
|
$
|
0.62
|
$
|
0.32
|
$
|
0.40
|
$
|
0.38
|
||||||||
Diluted net income per unit
(1)
|
$
|
0.62
|
$
|
0.32
|
$
|
0.40
|
$
|
0.38
|
||||||||
Cash distributions per unit
(2)(3)
|
$
|
0.60
|
$
|
0.40
|
$
|
0.41
|
$
|
0.38
|
(1) | Basic and diluted net income per unit are computed independently for each of the periods presented. Accordingly, the sum of the quarterly net income per unit amounts may not agree to the total for the year. |
(2) | Declared and paid during the following quarter. |
(3) | Cash distributions reflect the impact of AB’s non-GAAP adjustments. |
December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands,
except unit amounts)
|
||||||||
ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
555,503
|
$
|
509,891
|
||||
Cash and securities segregated, at fair value (cost $476,275 and $980,458)
|
476,277
|
980,584
|
||||||
Receivables, net:
|
||||||||
Brokers and dealers
|
378,467
|
323,446
|
||||||
Brokerage clients
|
1,243,667
|
938,148
|
||||||
Fees
|
292,901
|
289,039
|
||||||
Investments:
|
||||||||
Long-term incentive compensation-related
|
98,779
|
117,579
|
||||||
Other
|
664,696
|
662,015
|
||||||
Furniture, equipment and leasehold improvements, net
|
160,956
|
174,518
|
||||||
Goodwill
|
3,044,807
|
2,986,539
|
||||||
Intangible assets, net
|
171,407
|
168,875
|
||||||
Deferred sales commissions, net
|
118,290
|
70,574
|
||||||
Other assets
|
172,703
|
164,643
|
||||||
Total assets
|
$
|
7,378,453
|
$
|
7,385,851
|
||||
LIABILITIES AND CAPITAL
|
||||||||
Liabilities:
|
||||||||
Payables:
|
||||||||
Brokers and dealers
|
$
|
302,484
|
$
|
291,023
|
||||
Securities sold not yet purchased
|
88,902
|
71,983
|
||||||
Brokerage clients
|
1,501,227
|
1,698,469
|
||||||
AB mutual funds
|
141,132
|
133,005
|
||||||
Accounts payable and accrued expenses
|
432,355
|
529,004
|
||||||
Accrued compensation and benefits
|
291,000
|
324,243
|
||||||
Debt
|
488,988
|
268,398
|
||||||
Total liabilities
|
3,246,088
|
3,316,125
|
||||||
Commitments and contingencies
(See Note 13
)
|
||||||||
Redeemable non-controlling interest
|
16,504
|
—
|
||||||
Capital:
|
||||||||
General Partner
|
41,381
|
40,382
|
||||||
Limited partners: 273,040,452 and 268,373,419 units issued and outstanding
|
4,176,637
|
4,078,676
|
||||||
Receivables from affiliates
|
(16,359
|
)
|
(16,542
|
)
|
||||
AB Holding Units held for long-term incentive compensation plans
|
(36,351
|
)
|
(39,649
|
)
|
||||
Accumulated other comprehensive loss
|
(79,843
|
)
|
(35,381
|
)
|
||||
Partners’ capital attributable to AB Unitholders
|
4,085,465
|
4,027,486
|
||||||
Non-controlling interests in consolidated entities
|
30,396
|
42,240
|
||||||
Total capital
|
4,115,861
|
4,069,726
|
||||||
Total liabilities and capital
|
$
|
7,378,453
|
$
|
7,385,851
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands, except per unit amounts)
|
||||||||||||
Revenues:
|
||||||||||||
Investment advisory and services fees
|
$
|
1,958,250
|
$
|
1,849,105
|
$
|
1,764,475
|
||||||
Bernstein research services
|
482,538
|
445,083
|
413,707
|
|||||||||
Distribution revenues
|
444,970
|
465,424
|
409,488
|
|||||||||
Dividend and interest income
|
22,322
|
19,962
|
21,286
|
|||||||||
Investment gains (losses)
|
(9,076
|
)
|
33,339
|
29,202
|
||||||||
Other revenues
|
108,788
|
105,058
|
101,801
|
|||||||||
Total revenues
|
3,007,792
|
2,917,971
|
2,739,959
|
|||||||||
Less: Interest expense
|
2,426
|
2,924
|
3,222
|
|||||||||
Net revenues
|
3,005,366
|
2,915,047
|
2,736,737
|
|||||||||
Expenses:
|
||||||||||||
Employee compensation and benefits
|
1,265,664
|
1,212,011
|
1,168,645
|
|||||||||
Promotion and servicing:
|
||||||||||||
Distribution-related payments
|
413,054
|
426,824
|
370,865
|
|||||||||
Amortization of deferred sales commissions
|
41,508
|
41,279
|
40,262
|
|||||||||
Other
|
224,576
|
204,568
|
198,416
|
|||||||||
General and administrative:
|
||||||||||||
General and administrative
|
426,960
|
423,043
|
507,682
|
|||||||||
Real estate charges
|
52
|
28,424
|
223,038
|
|||||||||
Contingent payment arrangements
|
(2,782
|
)
|
(10,174
|
)
|
682
|
|||||||
Interest on borrowings
|
2,797
|
2,962
|
3,429
|
|||||||||
Amortization of intangible assets
|
24,916
|
21,859
|
21,353
|
|||||||||
Total expenses
|
2,396,745
|
2,350,796
|
2,534,372
|
|||||||||
Operating income
|
608,621
|
564,251
|
202,365
|
|||||||||
Income tax
|
37,782
|
36,829
|
13,764
|
|||||||||
Net income
|
570,839
|
527,422
|
188,601
|
|||||||||
Net income (loss) of consolidated entities attributable to non-controlling interests
|
456
|
9,746
|
(315
|
)
|
||||||||
Net income attributable to AB Unitholders
|
$
|
570,383
|
$
|
517,676
|
$
|
188,916
|
||||||
Net income per AB Unit:
|
||||||||||||
Basic
|
$
|
2.10
|
$
|
1.89
|
$
|
0.67
|
||||||
Diluted
|
$
|
2.09
|
$
|
1.88
|
$
|
0.67
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Net income
|
$
|
570,839
|
$
|
527,422
|
$
|
188,601
|
||||||
Other comprehensive income (loss):
|
||||||||||||
Foreign currency translation adjustments
|
(20,872
|
)
|
(12,422
|
)
|
(1,253
|
)
|
||||||
Income tax benefit
|
—
|
—
|
796
|
|||||||||
Foreign currency translation adjustments, net of tax
|
(20,872
|
)
|
(12,422
|
)
|
(457
|
)
|
||||||
Unrealized gains on investments:
|
||||||||||||
Unrealized gains arising during period
|
1,649
|
819
|
1,375
|
|||||||||
Less: reclassification adjustment for gains included in net income
|
19
|
4,715
|
47
|
|||||||||
Changes in unrealized gains (losses) on investments
|
1,630
|
(3,896
|
)
|
1,328
|
||||||||
Income tax (expense) benefit
|
(766
|
)
|
1,130
|
(780
|
)
|
|||||||
Unrealized gains (losses) on investments, net of tax
|
864
|
(2,766
|
)
|
548
|
||||||||
Changes in employee benefit related items:
|
||||||||||||
Amortization of transition asset
|
—
|
(47
|
)
|
(143
|
)
|
|||||||
Amortization of prior service cost
|
(5,197
|
)
|
5,828
|
107
|
||||||||
Recognized actuarial (loss) gain
|
(19,656
|
)
|
22,853
|
(10,074
|
)
|
|||||||
Changes in employee benefit related items
|
(24,853
|
)
|
28,634
|
(10,110
|
)
|
|||||||
Income tax benefit (expense)
|
298
|
(444
|
)
|
(134
|
)
|
|||||||
Employee benefit related items, net of tax
|
(24,555
|
)
|
28,190
|
(10,244
|
)
|
|||||||
Other comprehensive income (loss)
|
(44,563
|
)
|
13,002
|
(10,153
|
)
|
|||||||
Less: Comprehensive income (loss) in consolidated entities attributable to non-controlling interests
|
355
|
9,603
|
(354
|
)
|
||||||||
Comprehensive income attributable to AB Unitholders
|
$
|
525,921
|
$
|
530,821
|
$
|
178,802
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
General Partner’s Capital
|
||||||||||||
Balance, beginning of year
|
$
|
40,382
|
$
|
41,213
|
$
|
42,632
|
||||||
Net income
|
5,704
|
5,178
|
1,889
|
|||||||||
Cash distributions to General Partner
|
(5,732
|
)
|
(4,623
|
)
|
(3,226
|
)
|
||||||
Long-term incentive compensation plans activity
|
92
|
642
|
(82
|
)
|
||||||||
Issuance (retirement) of AB Units, net
|
935
|
(2,028
|
)
|
—
|
||||||||
Balance, end of year
|
41,381
|
40,382
|
41,213
|
|||||||||
Limited Partners' Capital
|
||||||||||||
Balance, beginning of year
|
4,078,676
|
4,165,461
|
4,306,760
|
|||||||||
Net income
|
564,679
|
512,498
|
187,027
|
|||||||||
Cash distributions to Unitholders
|
(566,616
|
)
|
(456,659
|
)
|
(318,208
|
)
|
||||||
Long-term incentive compensation plans activity
|
8,929
|
59,924
|
(6,923
|
)
|
||||||||
Issuance (retirement) of AB Units, net
|
90,969
|
(202,548
|
)
|
(3,195
|
)
|
|||||||
Balance, end of year
|
4,176,637
|
4,078,676
|
4,165,461
|
|||||||||
Receivables from Affiliates
|
||||||||||||
Balance, beginning of year
|
(16,542
|
)
|
(8,441
|
)
|
(12,135
|
)
|
||||||
Capital contributions from General Partner
|
2,325
|
3,386
|
4,440
|
|||||||||
Compensation plan accrual
|
(323
|
)
|
(695
|
)
|
(746
|
)
|
||||||
Reclass of receivable from AB Holding
|
—
|
(9,226
|
)
|
—
|
||||||||
Capital contributions to AB Holding
|
(1,819
|
)
|
(1,566
|
)
|
—
|
|||||||
Balance, end of year
|
(16,359
|
)
|
(16,542
|
)
|
(8,441
|
)
|
||||||
AB Holding Units held for Long-term Incentive Compensation Plans
|
||||||||||||
Balance, beginning of year
|
(39,649
|
)
|
(389,941
|
)
|
(323,382
|
)
|
||||||
Purchases of AB Holding Units to fund long-term compensation plans, net
|
(90,143
|
)
|
(111,619
|
)
|
(238,015
|
)
|
||||||
Reclassification from liability-based awards
|
—
|
130,777
|
130,281
|
|||||||||
(Issuance) retirement of AB Units, net
|
(93,457
|
)
|
202,772
|
—
|
||||||||
Long-term incentive compensation awards expense
|
176,916
|
162,771
|
20,661
|
|||||||||
Re-valuation of AB Holding Units held in rabbi trust
|
9,982
|
(34,409
|
)
|
20,514
|
||||||||
Balance, end of year
|
(36,351
|
)
|
(39,649
|
)
|
(389,941
|
)
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||
Balance, beginning of year
|
(35,381
|
)
|
(48,526
|
)
|
(38,413
|
)
|
||||||
Unrealized gain (loss) on investments, net of tax
|
864
|
(2,766
|
)
|
548
|
||||||||
Foreign currency translation adjustment, net of tax
|
(20,771
|
)
|
(12,279
|
)
|
(417
|
)
|
||||||
Changes in employee benefit related items, net of tax
|
(24,555
|
)
|
28,190
|
(10,244
|
)
|
|||||||
Balance, end of year
|
(79,843
|
)
|
(35,381
|
)
|
(48,526
|
)
|
||||||
Total Partners' Capital attributable to AB Unitholders
|
4,085,465
|
4,027,486
|
3,759,766
|
|||||||||
Non-controlling Interests in Consolidated Entities
|
||||||||||||
Balance, beginning of year
|
42,240
|
43,502
|
54,025
|
|||||||||
Net income (loss)
|
456
|
9,746
|
(315
|
)
|
||||||||
Foreign currency translation adjustment
|
(101
|
)
|
(143
|
)
|
(39
|
)
|
||||||
Acquisitions
|
—
|
—
|
(1
|
)
|
||||||||
Distributions to non-controlling interests of our consolidated venture capital fund activities
|
(12,199
|
)
|
(10,865
|
)
|
(10,168
|
)
|
||||||
Balance, end of year
|
30,396
|
42,240
|
43,502
|
|||||||||
Total Capital
|
$
|
4,115,861
|
$
|
4,069,726
|
$
|
3,803,268
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$
|
570,839
|
$
|
527,422
|
$
|
188,601
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Amortization of deferred sales commissions
|
41,508
|
41,279
|
40,262
|
|||||||||
Non-cash long-term incentive compensation expense
|
176,636
|
159,020
|
21,830
|
|||||||||
Depreciation and other amortization
|
62,515
|
60,009
|
76,257
|
|||||||||
Unrealized losses (gains) on investments
|
13,343
|
(42,080
|
)
|
(74,169
|
)
|
|||||||
Losses on real estate asset write-offs
|
429
|
3,837
|
41,450
|
|||||||||
Other, net
|
(1,819
|
)
|
(70
|
)
|
1,552
|
|||||||
Changes in assets and liabilities:
|
||||||||||||
Decrease (increase) in segregated cash and securities
|
504,307
|
570,742
|
(271,471
|
)
|
||||||||
(Increase) decrease in receivables
|
(444,536
|
)
|
140,254
|
(226,553
|
)
|
|||||||
Decrease (increase) in investments
|
3,563
|
(10,781
|
)
|
136,901
|
||||||||
(Increase) in deferred sales commissions
|
(89,224
|
)
|
(16,423
|
)
|
(75,693
|
)
|
||||||
(Increase) decrease in other assets
|
(6,375
|
)
|
755
|
4,363
|
||||||||
(Decrease) increase in payables
|
(85,226
|
)
|
(867,447
|
)
|
613,345
|
|||||||
(Decrease) increase in accounts payable and accrued expenses
|
(64,588
|
)
|
(51,880
|
)
|
137,898
|
|||||||
(Decrease) increase in accrued compensation and benefits
|
(51,283
|
)
|
(9,076
|
)
|
69,406
|
|||||||
Net cash provided by operating activities
|
630,089
|
505,561
|
683,979
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Purchases of investments
|
(492
|
)
|
(7,702
|
)
|
(108
|
)
|
||||||
Proceeds from sales of investments
|
140
|
10,884
|
780
|
|||||||||
Purchases of furniture, equipment and leasehold improvements
|
(25,433
|
)
|
(21,615
|
)
|
(21,650
|
)
|
||||||
Proceeds from sales of furniture, equipment and leasehold improvements
|
176
|
12
|
2,636
|
|||||||||
Purchase of businesses, net of cash acquired
|
(60,610
|
)
|
(38,636
|
)
|
—
|
|||||||
Net cash used in investing activities
|
(86,219
|
)
|
(57,057
|
)
|
(18,342
|
)
|
||||||
Cash flows from financing activities:
|
||||||||||||
Issuance (repayment) of commercial paper, net
|
219,818
|
(55,754
|
)
|
(123,250
|
)
|
|||||||
(Decrease) increase in overdrafts payable
|
(38,967
|
)
|
52,277
|
(244
|
)
|
|||||||
Distributions to General Partner and Unitholders
|
(572,348
|
)
|
(461,282
|
)
|
(321,434
|
)
|
||||||
Distributions to non-controlling interests in consolidated entities
|
(12,199
|
)
|
(10,865
|
)
|
(10,168
|
)
|
||||||
Capital contributions from General Partner
|
2,325
|
3,386
|
4,440
|
|||||||||
Capital contributions to AB Holding
|
(1,814
|
)
|
(1,566
|
)
|
—
|
|||||||
Payments of contingent payment arrangements
|
(759
|
)
|
(4,426
|
)
|
—
|
|||||||
Additional investments by AB Holding with proceeds from exercise of compensatory options to buy AB Holding Units
|
18,955
|
15,138
|
—
|
|||||||||
Additional investments by AB Holding from distributions paid to AB consolidated rabbi trust
|
—
|
14,076
|
11,595
|
|||||||||
Purchases of AB Holding Units to fund long-term incentive compensation plan awards, net
|
(90,143
|
)
|
(111,619
|
)
|
(238,015
|
)
|
||||||
Purchases of AB Units
|
(1,553
|
)
|
(1,805
|
)
|
(3,195
|
)
|
||||||
Other
|
(1,546
|
)
|
62
|
(1,964
|
)
|
|||||||
Net cash used in financing activities
|
(478,231
|
)
|
(562,378
|
)
|
(682,235
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
(20,027
|
)
|
(3,417
|
)
|
5,099
|
|||||||
Net increase (decrease) in cash and cash equivalents
|
45,612
|
(117,291
|
)
|
(11,499
|
)
|
|||||||
Cash and cash equivalents as of beginning of the period
|
509,891
|
627,182
|
638,681
|
|||||||||
Cash and cash equivalents as of end of the period
|
$
|
555,503
|
$
|
509,891
|
$
|
627,182
|
||||||
Cash paid:
|
||||||||||||
Interest paid
|
$
|
3,148
|
$
|
3,692
|
$
|
4,809
|
||||||
Income taxes paid
|
42,028
|
13,423
|
10,063
|
|||||||||
Non-cash investing activities:
|
||||||||||||
Fair value of assets acquired
|
87,821
|
81,929
|
—
|
|||||||||
Fair value of liabilities assumed
|
1,342
|
26,193
|
—
|
|||||||||
Fair value of redeemable non-controlling interest recorded
|
16,504
|
—
|
—
|
|||||||||
Non-cash financing activities:
|
||||||||||||
Payables recorded under contingent payment arrangements
|
9,365
|
17,100
|
—
|
• | 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 and its 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 (including most institutions for which we manage accounts with less than $25 million in assets), 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 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 real estate investing); and |
• | Multi-asset solutions and services, including dynamic asset allocation, customized target-date funds and target-risk funds. |
AXA and its subsidiaries
|
62.1
|
%
|
||
AB Holding
|
36.5
|
|||
Unaffiliated holders
|
1.4
|
|||
100.0
|
%
|
Ÿ | We engaged in open-market purchases of AB Holding Units, or purchased newly-issued AB Holding Units from AB Holding, that were awarded to participants and held them in a consolidated rabbi trust. |
Ÿ | 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. |
Ÿ | Interest on deferred cash is accrued monthly based on our monthly weighted average cost of funds. |
Years Ended December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Balance as of January 1,
|
$
|
199,527
|
$
|
238,784
|
||||
(Credit) expense incurred
|
(4,755
|
)
|
18,371
|
|||||
Deferred rent
|
—
|
326
|
||||||
Payments made
|
(50,893
|
)
|
(62,627
|
)
|
||||
Interest accretion
|
4,550
|
4,673
|
||||||
Balance as of end of period
|
$
|
148,429
|
$
|
199,527
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands, except per unit amounts)
|
||||||||||||
Net income attributable to AB Unitholders
|
$
|
570,383
|
$
|
517,676
|
$
|
188,916
|
||||||
Weighted average units outstanding—basic
|
269,118
|
271,258
|
277,721
|
|||||||||
Dilutive effect of compensatory options to buy AB Holding Units
|
1,148
|
961
|
1
|
|||||||||
Weighted average units outstanding—diluted
|
270,266
|
272,219
|
277,722
|
|||||||||
Basic net income per AB Unit
|
$
|
2.10
|
$
|
1.89
|
$
|
0.67
|
||||||
Diluted net income per AB Unit
|
$
|
2.09
|
$
|
1.88
|
$
|
0.67
|
December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Available-for-sale (primarily seed capital)
|
$
|
6,172
|
$
|
4,858
|
||||
Trading:
|
||||||||
Long-term incentive compensation-related
|
74,095
|
88,385
|
||||||
U.S. Treasury Bills
|
28,982
|
38,986
|
||||||
Seed capital
|
400,746
|
316,681
|
||||||
Equities and exchange-traded options
|
102,010
|
130,059
|
||||||
Investments in limited partnership hedge funds:
|
||||||||
Long-term incentive compensation-related
|
24,684
|
29,194
|
||||||
Seed capital
|
33,951
|
75,354
|
||||||
Consolidated private equity fund (10% seed capital)
|
32,604
|
45,741
|
||||||
Private equity (seed capital)
|
48,734
|
45,360
|
||||||
Other
|
11,497
|
4,976
|
||||||
Total investments
|
$
|
763,475
|
$
|
779,594
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair
Value
|
|||||||||||||
(in thousands)
|
||||||||||||||||
December 31, 2014:
|
||||||||||||||||
Available-for-sale:
|
||||||||||||||||
Equity investments
|
$
|
4,339
|
$
|
1,625
|
$
|
(13
|
)
|
$
|
5,951
|
|||||||
Fixed income investments
|
202
|
19
|
—
|
221
|
||||||||||||
$
|
4,541
|
$
|
1,644
|
$
|
(13
|
)
|
$
|
6,172
|
||||||||
Trading:
|
||||||||||||||||
Equity investments
|
$
|
411,898
|
$
|
18,370
|
$
|
(20,476
|
)
|
$
|
409,792
|
|||||||
Fixed income investments
|
199,645
|
2,646
|
(6,250
|
)
|
196,041
|
|||||||||||
$
|
611,543
|
$
|
21,016
|
$
|
(26,726
|
)
|
$
|
605,833
|
||||||||
December 31, 2013:
|
||||||||||||||||
Available-for-sale:
|
||||||||||||||||
Equity investments
|
$
|
8,261
|
$
|
158
|
$
|
(3,625
|
)
|
$
|
4,794
|
|||||||
Fixed income investments
|
493
|
2
|
(431
|
)
|
64
|
|||||||||||
$
|
8,754
|
$
|
160
|
$
|
(4,056
|
)
|
$
|
4,858
|
||||||||
Trading:
|
||||||||||||||||
Equity investments
|
$
|
324,432
|
$
|
32,486
|
$
|
(20,132
|
)
|
$
|
336,786
|
|||||||
Fixed income investments
|
242,647
|
2,150
|
(7,472
|
)
|
237,325
|
|||||||||||
$
|
567,079
|
$
|
34,636
|
$
|
(27,604
|
)
|
$
|
574,111
|
Notional
Value
|
Derivative
Assets
|
Derivative
Liabilities
|
Gains
(Losses)
|
|||||||||||||
(in thousands)
|
||||||||||||||||
December 31, 2014:
|
||||||||||||||||
Exchange-traded futures
|
$
|
149,863
|
$
|
571
|
$
|
2,438
|
$
|
(3,766
|
)
|
|||||||
Currency forwards
|
149,282
|
1,782
|
333
|
3,160
|
||||||||||||
Interest rate swaps
|
50,591
|
1,507
|
2,679
|
(2,941
|
)
|
|||||||||||
Credit default swaps
|
32,745
|
1,432
|
110
|
(826
|
)
|
|||||||||||
Option swaps
|
11
|
107
|
88
|
(338
|
)
|
|||||||||||
Total return swaps
|
125,913
|
1,388
|
3,744
|
(14,566
|
)
|
|||||||||||
Total derivatives
|
$
|
508,405
|
$
|
6,787
|
$
|
9,392
|
$
|
(19,277
|
)
|
December 31, 2013:
|
||||||||||||||||
Exchange-traded futures
|
$
|
63,107
|
$
|
289
|
$
|
2,542
|
$
|
(10,492
|
)
|
|||||||
Currency forwards
|
111,774
|
576
|
927
|
(2,555
|
)
|
|||||||||||
Interest rate swaps
|
81,253
|
1,149
|
573
|
621
|
||||||||||||
Credit default swaps
|
42,270
|
696
|
126
|
(1,126
|
)
|
|||||||||||
Option swaps
|
144
|
87
|
86
|
(399
|
)
|
|||||||||||
Total return swaps
|
85,107
|
488
|
2,057
|
(5,157
|
)
|
|||||||||||
Total derivatives
|
$
|
383,655
|
$
|
3,285
|
$
|
6,311
|
$
|
(19,108
|
)
|
Gross
Amounts of
Recognized
Assets
|
Gross
Amounts
Offset in the
Statement
of Financial
Position
|
Net
Amounts of
Assets
Presented in
the
Statement of
Financial
Position
|
Financial
Instruments
|
Cash
Collateral
Pledged
|
Net
Amount
|
|||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
December 31, 2014
|
$
|
158,147
|
$
|
—
|
$
|
158,147
|
$
|
—
|
$
|
158,147
|
$
|
—
|
||||||||||||
December 31, 2013
|
$
|
83,619
|
$
|
—
|
$
|
83,619
|
$
|
—
|
$
|
83,619
|
$
|
—
|
Gross
Amounts of
Recognized
Liabilities
|
Gross
Amounts
Offset in the
Statement
of
Financial
Position
|
Net
Amounts
of Liabilities
Presented in
the
Statement
of Financial
Position
|
Financial
Instruments
|
Cash
Collateral
Received
|
Net
Amount
|
|||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
December 31, 2014
|
$
|
33,645
|
$
|
—
|
$
|
33,645
|
$
|
—
|
$
|
33,645
|
$
|
—
|
||||||||||||
December 31, 2013
|
$
|
65,101
|
$
|
—
|
$
|
65,101
|
$
|
—
|
$
|
65,101
|
$
|
—
|
• | 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
|
Total
|
|||||||||||||
(in thousands)
|
||||||||||||||||
December 31, 2014:
|
||||||||||||||||
Money markets
|
$
|
89,566
|
$
|
—
|
$
|
—
|
$
|
89,566
|
||||||||
U.S. Treasury Bills
|
—
|
444,152
|
—
|
444,152
|
||||||||||||
Available-for-sale
|
||||||||||||||||
Equity securities
|
5,951
|
—
|
—
|
5,951
|
||||||||||||
Fixed income securities
|
221
|
—
|
—
|
221
|
||||||||||||
Trading
|
||||||||||||||||
Equity securities
|
387,495
|
7
|
—
|
387,502
|
||||||||||||
Fixed income securities
|
164,317
|
2,742
|
—
|
167,059
|
||||||||||||
Long exchange-traded options
|
22,290
|
—
|
—
|
22,290
|
||||||||||||
Derivatives
|
571
|
6,216
|
—
|
6,787
|
||||||||||||
Private equity
|
12,162
|
—
|
58,926
|
71,088
|
||||||||||||
Total assets measured at fair value
|
$
|
682,573
|
$
|
453,117
|
$
|
58,926
|
$
|
1,194,616
|
||||||||
Securities sold not yet purchased
|
||||||||||||||||
Short equities – corporate
|
$
|
81,784
|
$
|
—
|
$
|
—
|
$
|
81,784
|
||||||||
Short exchange-traded options
|
7,118
|
—
|
—
|
7,118
|
||||||||||||
Derivatives
|
2,438
|
6,954
|
—
|
9,392
|
||||||||||||
Total liabilities measured at fair value
|
$
|
91,340
|
$
|
6,954
|
$
|
—
|
$
|
98,294
|
||||||||
December 31, 2013:
|
||||||||||||||||
Money markets
|
$
|
153,630
|
$
|
—
|
$
|
—
|
$
|
153,630
|
||||||||
U.S. Treasury Bills
|
—
|
964,953
|
—
|
964,953
|
||||||||||||
Available-for-sale
|
||||||||||||||||
Equity securities
|
4,794
|
—
|
—
|
4,794
|
||||||||||||
Fixed income securities
|
64
|
—
|
—
|
64
|
||||||||||||
Trading
|
||||||||||||||||
Equity securities
|
312,931
|
1,235
|
—
|
314,166
|
||||||||||||
Fixed income securities
|
194,085
|
4,253
|
—
|
198,338
|
||||||||||||
Long exchange-traded options
|
22,621
|
—
|
—
|
22,621
|
||||||||||||
Derivatives
|
289
|
2,996
|
—
|
3,285
|
||||||||||||
Private equity
|
19,836
|
8,934
|
52,081
|
80,851
|
||||||||||||
Total assets measured at fair value
|
$
|
708,250
|
$
|
982,371
|
$
|
52,081
|
$
|
1,742,702
|
||||||||
Securities sold not yet purchased
|
||||||||||||||||
Short equities – corporate
|
$
|
46,978
|
$
|
—
|
$
|
—
|
$
|
46,978
|
||||||||
Short exchange-traded options
|
25,005
|
—
|
—
|
25,005
|
||||||||||||
Derivatives
|
2,542
|
3,769
|
—
|
6,311
|
||||||||||||
Total liabilities measured at fair value
|
$
|
74,525
|
$
|
3,769
|
$
|
—
|
$
|
78,294
|
• | 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 and fixed income securities: Our equity and fixed income securities consist principally of company-sponsored mutual funds with net asset values and various separately-managed portfolios consisting primarily of equity and fixed income securities with quoted prices in active markets, which are included in Level 1 of the valuation hierarchy. In addition, some securities are valued based on observable inputs from recognized pricing vendors, which are included in Level 2 of the valuation hierarchy. |
• | Derivatives: We hold exchange-traded futures with counterparties that are included in Level 1 of the valuation hierarchy. In addition, we hold currency forward contracts, interest rate swaps, credit default swaps, option swaps and total return swaps with counterparties that 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 owned by our consolidated venture capital fund or by us directly (regarding an investment in a private equity fund focused exclusively on the energy sector) 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. We also invest in a third-party venture capital fund in which fair value is based on our capital account balance provided by the partnership and is included in Level 3 of the valuation hierarchy. If private equity investments owned by our consolidated venture capital fund become publicly-traded, they are included in Level 1 of the valuation hierarchy. Also, if they contain trading restrictions, publicly-traded equity investments are included in Level 2 of the valuation hierarchy. During the second quarter of 2013, one of our private securities went public and, due to a trading restriction period, $19.2 million was transferred from a Level 3 classification to a Level 2 classification. During the fourth quarter of 2013, the trading restriction period for one of our public securities lapsed and, as a result, $19.8 million was transferred from a Level 2 classification to a Level 1 classification. Also, during the fourth quarter of 2013, one of our private securities merged with a public company and, due to a trading restriction period, $8.9 million was transferred from a Level 3 to a Level 2 classification. During the first quarter of 2014, the trading restriction period for one of our public securities lapsed and, as a result, $3.0 million was transferred from a Level 2 classification to a Level 1 classification. During the second quarter of 2014, the trading restriction period for one of our public securities lapsed and, as a result, $4.0 million was transferred from a Level 2 classification to a Level 1 classification. During the third quarter of 2014, one of our investments began actively trading and, as a result, $1.6 million was transferred from a Level 3 classification to a Level 1 classification. |
• | 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. |
December 31,
2014
|
December 31,
2013
|
|||||||
(in thousands)
|
||||||||
Balance as of beginning of period
|
$
|
52,081
|
$
|
76,953
|
||||
Transfers in (out), net
|
(1,594
|
)
|
(28,155
|
)
|
||||
Purchases
|
7,976
|
4,058
|
||||||
Sales
|
(1,121
|
)
|
(3,518
|
)
|
||||
Realized gains (losses), net
|
721
|
(6,578
|
)
|
|||||
Unrealized gains (losses), net
|
863
|
9,321
|
||||||
Balance as of end of period
|
$
|
58,926
|
$
|
52,081
|
Fair Value
as of
December
31, 2014
|
Valuation Technique
|
Unobservable Input
|
Range
|
|||||||||
(in thousands)
|
||||||||||||
Private Equity:
|
||||||||||||
Technology, Media and Telecommunications
|
$
|
20,112
|
Market comparable companies
|
Revenue multiple
|
2.0 – 3.5
|
|||||||
Discount rate
|
18
|
%
|
||||||||||
Discount years
|
2.0 years
|
Fair Value
as of
December
31, 2013
|
Valuation Technique
|
Unobservable Input
|
Range
|
|||||||||
(in thousands)
|
||||||||||||
Private Equity:
|
||||||||||||
Technology, Media and Telecommunications
|
$
|
13,956
|
Market comparable companies
|
Revenue multiple
|
2.5 – 3.5
|
|||||||
Discount rate
|
18
|
%
|
||||||||||
Discount years
|
1 .0
|
|||||||||||
Healthcare and Clean-tech
|
$
|
2,892
|
Market comparable companies
|
Revenue multiple
(1)
|
1.2 – 49.0
|
|||||||
R&D multiple
(1)
|
1.1 – 17.1
|
|||||||||||
Discount for lack of marketability and risk factors
|
50-60
|
%
|
(1) | The median for the Healthcare and Clean-tech revenue multiple is 12.5; the median R&D multiple is 11.0. |
December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Furniture and equipment
|
$
|
532,512
|
$
|
526,478
|
||||
Leasehold improvements
|
259,588
|
258,061
|
||||||
792,100
|
784,539
|
|||||||
Less: Accumulated depreciation and amortization
|
(631,144
|
)
|
(610,021
|
)
|
||||
Furniture, equipment and leasehold improvements, net
|
$
|
160,956
|
$
|
174,518
|
December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Carrying amount of deferred sales commissions
|
$
|
918,270
|
$
|
813,636
|
||||
Less: Accumulated amortization
|
(557,818
|
)
|
(516,311
|
)
|
||||
Cumulative CDSC received
|
(242,162
|
)
|
(226,751
|
)
|
||||
Deferred sales commissions, net
|
$
|
118,290
|
$
|
70,574
|
2015
|
$
|
43,209
|
||
2016
|
34,541
|
|||
2017
|
26,911
|
|||
2018
|
13,175
|
|||
2019
|
398
|
|||
2020
|
56
|
|||
$
|
118,290
|
Payments
|
Sublease
Receipts
|
Net
Payments
|
||||||||||
(in millions)
|
||||||||||||
2015
|
$
|
136.2
|
$
|
41.5
|
$
|
94.7
|
||||||
2016
|
135.3
|
43.2
|
92.1
|
|||||||||
2017
|
134.9
|
42.0
|
92.9
|
|||||||||
2018
|
125.6
|
41.4
|
84.2
|
|||||||||
2019
|
120.6
|
41.2
|
79.4
|
|||||||||
2020 and thereafter
|
819.5
|
106.3
|
713.2
|
|||||||||
Total future minimum payments
|
$
|
1,472.1
|
$
|
315.6
|
$
|
1,156.5
|
Years Ended December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Change in projected benefit obligation:
|
||||||||
Projected benefit obligation at beginning of year
|
$
|
93,548
|
$
|
107,806
|
||||
Interest cost
|
4,895
|
4,640
|
||||||
Actuarial loss (gain)
|
19,909
|
(15,534
|
)
|
|||||
Benefits paid
|
(4,619
|
)
|
(3,364
|
)
|
||||
Projected benefit obligation at end of year
|
113,733
|
93,548
|
||||||
Change in plan assets:
|
||||||||
Plan assets at fair value at beginning of year
|
83,831
|
71,620
|
||||||
Actual return on plan assets
|
5,108
|
11,575
|
||||||
Employer contribution
|
6,000
|
4,000
|
||||||
Benefits paid
|
(4,619
|
)
|
(3,364
|
)
|
||||
Plan assets at fair value at end of year
|
90,320
|
83,831
|
||||||
Funded status
|
$
|
(23,413
|
)
|
$
|
(9,717
|
)
|
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Unrecognized net (loss) gain from experience different from that assumed and effects of changes and assumptions
|
$
|
(20,803
|
)
|
$
|
22,871
|
$
|
(9,194
|
)
|
||||
Unrecognized net plan assets as of January 1, 1987 being recognized over 26.3 years
|
—
|
(47
|
)
|
(143
|
)
|
|||||||
(20,803
|
)
|
22,824
|
(9,337
|
)
|
||||||||
Income tax benefit (expense)
|
232
|
(388
|
)
|
(126
|
)
|
|||||||
Other comprehensive (loss) gain
|
$
|
(20,571
|
)
|
$
|
22,436
|
$
|
(9,463
|
)
|
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Unrecognized net loss from experience different from that assumed and effects of changes and assumptions
|
$
|
(46,196
|
)
|
$
|
(25,393
|
)
|
||
Unrecognized net plan assets as of January 1, 1987 being recognized over 26.3 years
|
—
|
—
|
||||||
(46,196
|
)
|
(25,393
|
)
|
|||||
Income tax benefit
|
567
|
335
|
||||||
Accumulated other comprehensive loss
|
$
|
(45,629
|
)
|
$
|
(25,058
|
)
|
2015
|
$
|
4,938
|
||
2016
|
5,540
|
|||
2017
|
4,508
|
|||
2018
|
5,181
|
|||
2019
|
5,932
|
|||
2020-2024
|
31,981
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Interest cost on projected benefit obligations
|
$
|
4,895
|
$
|
4,640
|
$
|
4,633
|
||||||
Expected return on plan assets
|
(6,493
|
)
|
(5,347
|
)
|
(4,969
|
)
|
||||||
Amortization of transition asset
|
—
|
(47
|
)
|
(143
|
)
|
|||||||
Recognized actuarial loss
|
490
|
1,109
|
848
|
|||||||||
Net pension (benefit) expense
|
$
|
(1,108
|
)
|
$
|
355
|
$
|
369
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Discount rate on benefit obligations
|
5.3
|
%
|
4.4
|
%
|
5.1
|
%
|
||||||
Expected long-term rate of return on plan assets
|
7.5
|
7.5
|
8.0
|
December 31,
|
||||||||
2014
|
2013
|
|||||||
Equity
|
62
|
%
|
59
|
%
|
||||
Debt securities
|
18
|
21
|
||||||
Other
|
20
|
20
|
||||||
100
|
%
|
100
|
%
|
December 31, 2014
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Cash
|
$
|
715
|
$
|
—
|
$
|
—
|
$
|
715
|
||||||||
Hedge fund
|
—
|
9,249
|
—
|
9,249
|
||||||||||||
Fixed income mutual funds
|
22,040
|
—
|
—
|
22,040
|
||||||||||||
Equity mutual fund
|
23,220
|
—
|
—
|
23,220
|
||||||||||||
Equity securities
|
25,163
|
—
|
—
|
25,163
|
||||||||||||
Equity private investment trusts
|
—
|
9,933
|
—
|
9,933
|
||||||||||||
Total assets measured at fair value
|
$
|
71,138
|
$
|
19,182
|
$
|
—
|
$
|
90,320
|
December 31, 2013
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Cash
|
$
|
444
|
$
|
—
|
$
|
—
|
$
|
444
|
||||||||
Hedge fund
|
—
|
5,758
|
5,758
|
|||||||||||||
Fixed income mutual funds
|
28,920
|
—
|
—
|
28,920
|
||||||||||||
Equity mutual fund
|
14,795
|
—
|
—
|
14,795
|
||||||||||||
Equity securities
|
23,440
|
—
|
—
|
23,440
|
||||||||||||
Equity private investment trusts
|
—
|
10,474
|
—
|
10,474
|
||||||||||||
Total assets measured at fair value
|
$
|
67,599
|
$
|
16,232
|
$
|
—
|
$
|
83,831
|
Ÿ | 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-duration; |
Ÿ | 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 an investor’s overall asset allocation managed by AB; |
Ÿ | a multi-style, multi-cap integrated portfolio adding incremental 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; |
Ÿ | 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 |
Ÿ | 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. |
2014
|
2013
|
2012
|
||||||||||
Risk-free interest rate
|
1.5
|
%
|
0.8 - 1.7
|
%
|
0.7
|
%
|
||||||
Expected cash distribution yield
|
8.4
|
%
|
8.0 - 8.3
|
%
|
6.2
|
%
|
||||||
Historical volatility factor
|
48.9
|
%
|
49.7 - 49.8
|
%
|
49.2
|
%
|
||||||
Expected term
|
6.0 years
|
6.0 years
|
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, 2013
|
7,074,139
|
$
|
40.82
|
4.9
|
||||||||||||
Granted
|
25,106
|
22.99
|
||||||||||||||
Exercised
|
(1,110,070
|
)
|
17.08
|
|||||||||||||
Forfeited
|
(24,764
|
)
|
84.19
|
|||||||||||||
Expired
|
(22,000
|
)
|
33.00
|
|||||||||||||
Outstanding as of December 31, 2014
|
5,942,411
|
45.03
|
3.9
|
$
|
—
|
|||||||||||
Exercisable as of December 31, 2014
|
4,948,954
|
38.12
|
3.9
|
—
|
||||||||||||
Vested or expected to vest as of December 31, 2014
|
5,942,411
|
45.03
|
3.9
|
—
|
AB Holding
Units
|
Weighted Average
Grant Date Fair
Value per AB Holding
Unit
|
|||||||
Unvested as of December 31, 2013
|
22,183,310
|
$
|
$19.02
|
|||||
Granted
|
7,628,435
|
24.25
|
||||||
Vested
|
(8,647,350
|
)
|
19.76
|
|||||
Forfeited
|
(503,037
|
)
|
19.61
|
|||||
Unvested as of December 31, 2014
|
20,661,358
|
20.63
|
2014
|
2013
|
|||||||
Outstanding as of January 1,
|
268,373,419
|
277,600,901
|
||||||
Options exercised
|
1,110,070
|
887,642
|
||||||
Units issued
|
4,193,445
|
3,935,345
|
||||||
Units retired
|
(636,482
|
)
|
(14,050,469
|
)
|
||||
Outstanding as of December 31,
|
273,040,452
|
268,373,419
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Earnings before income taxes:
|
||||||||||||
United States
|
$
|
493,311
|
$
|
471,813
|
$
|
177,347
|
||||||
Foreign
|
115,310
|
92,438
|
25,018
|
|||||||||
Total
|
$
|
608,621
|
$
|
564,251
|
$
|
202,365
|
||||||
Income tax expense:
|
||||||||||||
Partnership UBT
|
$
|
9,356
|
$
|
4,403
|
$
|
2,626
|
||||||
Corporate subsidiaries:
|
||||||||||||
Federal
|
6,321
|
7,032
|
2,367
|
|||||||||
State and local
|
1,326
|
2,318
|
541
|
|||||||||
Foreign
|
31,625
|
26,139
|
8,852
|
|||||||||
Current tax expense
|
48,628
|
39,892
|
14,386
|
|||||||||
Deferred tax (benefit)
|
(10,846
|
)
|
(3,063
|
)
|
(622
|
)
|
||||||
Income tax expense
|
$
|
37,782
|
$
|
36,829
|
$
|
13,764
|
Years Ended December 31,
|
||||||||||||||||||||||||
2014
|
2013
|
2012
|
||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
UBT statutory rate
|
$
|
24,345
|
4.0
|
%
|
$
|
22,570
|
4.0
|
%
|
$
|
8,095
|
4.0
|
%
|
||||||||||||
Corporate subsidiaries’ federal, state, local and foreign income taxes
|
24,516
|
4.0
|
27,766
|
4.9
|
12,547
|
6.2
|
||||||||||||||||||
Effect of ASC 740 adjustments, miscellaneous taxes, and other
|
2,586
|
0.4
|
(687
|
)
|
(0.1
|
)
|
(2,073
|
)
|
(1.0
|
)
|
||||||||||||||
Income not taxable resulting from use of UBT business apportionment factors
|
(13,665
|
)
|
(2.2
|
)
|
(12,820
|
)
|
(2.3
|
)
|
(4,805
|
)
|
(2.4
|
)
|
||||||||||||
Income tax expense and effective tax rate
|
$
|
37,782
|
6.2
|
$
|
36,829
|
6.5
|
$
|
13,764
|
6.8
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Balance as of beginning of period
|
$
|
2,975
|
$
|
3,672
|
$
|
4,028
|
||||||
Additions for prior year tax positions
|
2,838
|
-
|
158
|
|||||||||
Reductions for prior year tax positions
|
-
|
(580
|
)
|
-
|
||||||||
Additions for current year tax positions
|
5,498
|
706
|
918
|
|||||||||
Reductions for current year tax positions
|
-
|
-
|
-
|
|||||||||
Reductions related to closed years/settlements with tax authorities
|
-
|
(823
|
)
|
(1,432
|
)
|
|||||||
Balance as of end of period
|
$
|
11,311
|
$
|
2,975
|
$
|
3,672
|
December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Deferred tax asset:
|
||||||||
Differences between book and tax basis:
|
||||||||
Benefits from net operating loss carryforwards
|
$
|
23,539
|
$
|
32,171
|
||||
Long-term incentive compensation plans
|
18,694
|
21,957
|
||||||
Other, primarily accrued expenses deductible when paid
|
19,737
|
19,060
|
||||||
61,970
|
73,188
|
|||||||
Less: valuation allowance
|
(13,927
|
)
|
(27,580
|
)
|
||||
Deferred tax asset
|
48,043
|
45,608
|
||||||
Deferred tax liability:
|
||||||||
Differences between book and tax basis:
|
||||||||
Intangible assets
|
6,874
|
5,917
|
||||||
Translation adjustment
|
8,725
|
8,725
|
||||||
Other
|
1,900
|
6,563
|
||||||
Deferred tax liability
|
17,499
|
21,205
|
||||||
Net deferred tax asset
|
$
|
30,544
|
$
|
24,403
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Institutions
|
$
|
434,081
|
$
|
438,946
|
$
|
485,651
|
||||||
Retail
|
1,397,135
|
1,376,370
|
1,192,895
|
|||||||||
Private Wealth Management
|
664,324
|
591,358
|
585,791
|
|||||||||
Bernstein Research Services
|
482,538
|
445,083
|
413,707
|
|||||||||
Other
|
29,714
|
66,214
|
61,915
|
|||||||||
Total revenues
|
3,007,792
|
2,917,971
|
2,739,959
|
|||||||||
Less: Interest expense
|
2,426
|
2,924
|
3,222
|
|||||||||
Net revenues
|
$
|
3,005,366
|
$
|
2,915,047
|
$
|
2,736,737
|
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Net revenues:
|
||||||||||||
United States
|
$
|
1,779,422
|
$
|
1,722,640
|
$
|
1,699,550
|
||||||
International
|
1,225,944
|
1,192,407
|
1,037,187
|
|||||||||
Total
|
$
|
3,005,366
|
$
|
2,915,047
|
$
|
2,736,737
|
||||||
Long-lived assets:
|
||||||||||||
United States
|
$
|
3,454,301
|
$
|
3,352,870
|
||||||||
International
|
41,159
|
47,636
|
||||||||||
Total
|
$
|
3,495,460
|
$
|
3,400,506
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Investment advisory and services fees
|
$
|
1,061,677
|
$
|
1,009,901
|
$
|
878,848
|
||||||
Distribution revenues
|
433,063
|
455,327
|
407,531
|
|||||||||
Shareholder servicing fees
|
91,020
|
90,718
|
89,117
|
|||||||||
Other revenues
|
6,694
|
5,682
|
5,127
|
|||||||||
Bernstein research services
|
13
|
113
|
133
|
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Revenues:
|
||||||||||||
Investment advisory and services fees
|
$
|
131,317
|
$
|
129,937
|
$
|
112,636
|
||||||
Bernstein research services
|
958
|
1,152
|
982
|
|||||||||
Distribution revenues
|
11,590
|
9,823
|
1,383
|
|||||||||
Other revenues
|
1,041
|
815
|
599
|
|||||||||
$
|
144,906
|
$
|
141,727
|
$
|
115,600
|
|||||||
Expenses:
|
||||||||||||
Commissions and distribution payments to financial intermediaries
|
$
|
16,255
|
$
|
13,338
|
$
|
7,924
|
||||||
General and administrative
|
20,176
|
18,311
|
19,779
|
|||||||||
Other
|
1,457
|
1,425
|
1,550
|
|||||||||
$
|
37,888
|
$
|
33,074
|
$
|
29,253
|
|||||||
Balance Sheet:
|
||||||||||||
Institutional investment advisory and services fees receivable
|
$
|
9,681
|
$
|
8,809
|
||||||||
Prepaid expenses
|
1,483
|
1,647
|
||||||||||
Other due to AXA and its subsidiaries
|
(5,510
|
)
|
(4,908
|
)
|
||||||||
$
|
5,654
|
$
|
5,548
|
Quarters Ended 2014
|
||||||||||||||||
December 31
|
September 30
|
June 30
|
March 31
|
|||||||||||||
(in thousands, except per unit amounts)
|
||||||||||||||||
Net revenues
|
$
|
787,352
|
$
|
749,748
|
$
|
753,648
|
$
|
714,618
|
||||||||
Net income attributable to AB Unitholders
|
$
|
177,425
|
$
|
139,798
|
$
|
136,435
|
$
|
116,725
|
||||||||
Basic net income per AB Unit
(1)
|
$
|
0.65
|
$
|
0.51
|
$
|
0.50
|
$
|
0.43
|
||||||||
Diluted net income per AB Unit
(1)
|
$
|
0.65
|
$
|
0.51
|
$
|
0.50
|
$
|
0.43
|
||||||||
Cash distributions per AB Unit
(2)(3)
|
$
|
0.63
|
$
|
0.51
|
$
|
0.50
|
$
|
0.44
|
Quarters Ended 2013
|
||||||||||||||||
December 31
|
September 30
|
June 30
|
March 31
|
|||||||||||||
(in thousands, except per unit amounts)
|
||||||||||||||||
Net revenues
|
$
|
765,572
|
$
|
706,078
|
$
|
734,275
|
$
|
709,122
|
||||||||
Net income attributable to AB Unitholders
|
$
|
182,498
|
$
|
99,948
|
$
|
120,714
|
$
|
114,516
|
||||||||
Basic net income per AB Unit
(1)
|
$
|
0.68
|
$
|
0.37
|
$
|
0.43
|
$
|
0.41
|
||||||||
Diluted net income per AB Unit
(1)
|
$
|
0.68
|
$
|
0.37
|
$
|
0.43
|
$
|
0.41
|
||||||||
Cash distributions per AB Unit
(2)(3)
|
$
|
0.66
|
$
|
0.46
|
$
|
0.44
|
$
|
0.41
|
(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. |
Ÿ | On March 4, 2014, Peter J. Tobin retired from the Board in accordance with our Corporate Governance Guidelines. |
Ÿ | On February 10, 2015, Heidi S. Messer was elected as a new member of the Board. |
Ÿ | regular meetings in February, April, May, July, September and November; and |
Ÿ | a special meeting in January. |
Ÿ | assists the Board and the sole stockholder of the General Partner in: |
o | identifying and evaluating qualified individuals to become Board members; and |
o | determining the composition of the Board and its committees, and |
Ÿ | assists the Board in: |
o | developing and monitoring a process to assess Board effectiveness; |
o | developing and implementing our Corporate Governance Guidelines; and |
o | reviewing our policies and programs that relate to matters of corporate responsibility of the General Partner and the Partnerships. |
Ÿ | assist the Board in its oversight of: |
o | the integrity of the financial statements of the Partnerships; |
o | the Partnerships’ status and system of compliance with legal and regulatory requirements and business conduct; |
o | the independent registered public accounting firm’s qualification and independence; and |
o | the performance of the Partnerships’ internal audit function; and |
Ÿ | oversee the appointment, retention, compensation, evaluation and termination of the Partnerships’ independent registered public accounting firm. |
Ÿ | establishing two committees, the Code of Ethics Oversight Committee (“ Ethics Committee ”) and the Internal Compliance Controls Committee (“ Compliance Committee ”), composed of our executive officers and other senior executives to oversee and resolve code of ethics and compliance-related issues; |
Ÿ | creating an ombudsman office, where employees and others can voice concerns on a confidential basis; |
Ÿ | initiating firm-wide compliance and ethics training programs; and |
Ÿ | appointing a Conflicts Officer and establishing a Conflicts Committee to identify and mitigate conflicts of interest. |
Ÿ | attract, motivate and retain highly-qualified executive talent; |
Ÿ | provide rewards for the past year’s performance; |
Ÿ | provide incentives for future performance; |
Ÿ | 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 |
Ÿ | align our executives’ long-term interests with those of our Unitholders and clients. |
Chief Executive Officer (“
CEO
”)
|
Peter S. Kraus
|
Chief Financial Officer (“
CFO
”)
|
John C. Weisenseel
|
Three other most highly-compensated executive officers
|
James A. Gingrich, Chief Operating Officer
Lori A. Massad, Head of Human Capital & Chief Talent Officer
Robert P. van Brugge, Chairman and CEO of Bernstein Research Services
|
Ÿ | 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 and the 90% of the investment gains and losses of our consolidated venture capital fund attributable to non-controlling interests. 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 from adjusted net revenues additional pass-through expenses we incur (primarily through our transfer agent) that are reimbursed and recorded as fees in revenues. |
Ÿ | Adjusted employee compensation and benefits expense is 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. |
Net Revenues
|
$
|
3,005,366
|
||
Adjustments (
see above
)
|
(499,846
|
)
|
||
Adjusted Net Revenues
|
$
|
2,505,520
|
||
Employee Compensation & Benefits Expense
|
$
|
1,265,664
|
||
Adjustments (
see above
)
|
(35,890
|
)
|
||
Adjusted Employee Compensation & Benefits Expense
|
$
|
1,229,774
|
||
Adjusted Compensation Ratio
|
49.1
|
%
|
Ÿ | the firm’s financial performance in the current year; |
Ÿ | the firm’s strategic and operational considerations; |
Ÿ | total compensation awarded to the named executive officer in the previous year; |
Ÿ | the increase or decrease in the current year’s total incentive compensation amounts available; |
Ÿ | the named executive officer’s performance compared to individual business and operational goals established at the beginning of the year; |
Ÿ | the nature, scope and level of responsibilities of the named executive officer; |
Ÿ | the contribution of the named executive officer to our overall financial results; |
Ÿ | the named executive officer’s execution of our firm’s culture of Relentless Ingenuity; and |
Ÿ | the named executive officer’s management effectiveness, talent development, and adherence to risk management and regulatory compliance. |
Bank of America Merrill Lynch
|
Barclays Capital Group
|
BlackRock Financial Management, Inc.
|
Citigroup Inc.
|
Credit Suisse Group AG
|
Deutsche Bank AG
|
Franklin Resources, Inc.
|
Goldman Sachs Group, Inc.
|
Goldman Sachs Asset Management, L.P.
|
Invesco Ltd.
|
JPMorgan Chase & Co.
|
JPMorgan Asset Management Inc.
|
Morgan Stanley
|
Morgan Stanley Investment Management Inc.
|
PIMCO LLC
|
T. Rowe Price Group, Inc.
|
UBS AG
|
The Vanguard Group, Inc.
|
Named Executive Officer
|
2014 Business and Operational Goals
|
2014 Goals Achieved
|
James A. Gingrich
Chief Operating Officer
|
−
increase operating efficiency;
−
optimize Retail, Institutions and Private Wealth strategy and sales efforts;
−
enhance planning and organizational processes;
−
optimize revenue and profitability of Bernstein Research Services;
−
foster a culture of meritocracy, empowerment and accountability among business leaders; and
−
recruit and retain top talent.
|
−
contained operating costs;
−
implemented processes to better manage costs;
−
improved client flows across the majority of distribution channels and geographies;
−
helped recruit new personnel in several key positions;
−
negotiated and helped complete the firm’s acquisition of CPH Capital Fondsmaeglerselskab A/S; and
−
helped improve Bernstein Research Services revenues and margins.
|
Ÿ | personal use of company aircraft (provided he reimburses the company for any incremental cost resulting from such use); |
Ÿ | personal use of a company car and driver; |
Ÿ | following termination of his employment due to death or disability, continued health and welfare benefits ( see note 7 to “Potential Payments upon Termination or Change in Control” table below for additional information); and |
Ÿ | following termination of his employment by AB without cause or by Mr. Kraus for good reason, payments equal to the cost of COBRA coverage for the period for which he is entitled to COBRA. |
Ÿ | AXA ceasing to control the management of AB’s business; or |
Ÿ | AB Holding ceasing to be publicly traded. |
Ÿ | by AB without cause, where “ cause ” includes, among other things: |
o | the continued, willful failure by Mr. Kraus to perform substantially his duties with AB after a written demand for substantial performance is delivered to him by the Board; |
o | Mr. Kraus’s conviction of, or plea of guilty or nolo contendere to, a crime that constitutes a felony; |
o | the willful engaging by Mr. Kraus in misconduct that is materially and demonstrably injurious to AB or any of its affiliates; |
o | the willful breach by Mr. Kraus of the covenant not to disclose any confidential information pertaining to AB or its affiliates or the covenant not to compete with AB or its affiliates; or |
o | Mr. Kraus’s failure to comply with a material written company workplace policy applicable to him, and |
Ÿ | by Mr. Kraus for good reason, where “ good reason ” generally includes actions taken by AB resulting in a material negative change in Mr. Kraus’s employment relationship, such as: |
o | assignment to Mr. Kraus of duties materially inconsistent with his position; |
o | any material breach of the Kraus Employment Agreement by AB; |
o | a requirement by AB that Mr. Kraus be based at any office or location more than 25 miles commuting distance from company headquarters; or |
o | a requirement that Mr. Kraus report to an officer or employee of AB instead of reporting directly to the Board and the CEO of AXA. |
o | permitted AB to retain a highly-qualified chief executive officer; |
o | aligned Mr. Kraus’s long-term interests with those of AB’s Unitholders and clients; |
o | were consistent with AXA’s and the Board’s expectations with respect to the manner in which AB and AB Holding would be operated during Mr. Kraus’s tenure; and |
o | were consistent with the Board’s expectations that Mr. Kraus would not be terminated without cause and that no steps would be taken that would provide him with the ability to terminate the agreement for good reason. |
Ÿ | determining cash bonuses; |
Ÿ | determining contributions and awards under incentive plans or other compensation arrangements (whether qualified or non-qualified) for employees of AB and its subsidiaries, and amending or terminating such plans or arrangements or any welfare benefit plan or arrangement or making recommendations to the Board with respect to adopting any new incentive compensation plan, including equity-based plans; |
Ÿ | reviewing and approving the compensation of our CEO, evaluating his performance, and determining and approving his compensation level based on this evaluation; and |
Ÿ | reviewing and discussing the CD&A, and recommending to the Board its inclusion in the Partnerships’ Forms 10-K and, when applicable, proxy statements. |
Christopher M. Condron (Chair)
|
Denis Duverne
|
Steven G. Elliott
|
Peter S. Kraus
|
Lorie A. Slutsky
|
Name and
Principal Position
|
Year
|
Salary
($)
(1)
|
Bonus
($)
|
Stock
Awards
(2)(3)
($)
|
All Other
Compensation ($)
|
Total
($)
|
||||||||||||||||
Peter S. Kraus
(4)
|
2014
|
411,539
|
—
|
—
|
6,374,364
|
6,785,903
|
||||||||||||||||
Chairman and CEO
|
2013
|
275,000
|
—
|
—
|
3,168,218
|
3,443,218
|
||||||||||||||||
2012
|
275,000
|
—
|
33,127,373
|
2,634,830
|
36,037,203
|
|||||||||||||||||
James A. Gingrich
|
2014
|
415,385
|
3,940,000
|
3,660,000
|
872,272
|
8,887,657
|
||||||||||||||||
Chief Operating Officer
|
2013
|
400,000
|
3,940,000
|
3,660,000
|
654,791
|
8,654,791
|
||||||||||||||||
2012
|
400,000
|
2,485,000
|
3,114,993
|
304,781
|
6,304,774
|
|||||||||||||||||
Robert P. van Brugge
|
2014
|
415,385
|
1,940,000
|
1,660,000
|
327,253
|
4,342,638
|
||||||||||||||||
Chairman and CEO of SCB LLC
|
2013
|
400,000
|
1,565,000
|
1,285,000
|
563,175
|
3,813,175
|
||||||||||||||||
2012
|
389,808
|
1,490,778
|
1,609,224
|
86,237
|
3,576,047
|
|||||||||||||||||
Lori A. Massad
|
2014
|
415,385
|
940,000
|
660,000
|
190,663
|
2,206,048
|
||||||||||||||||
Head of Human Capital and Chief Talent Officer
|
2013
|
400,000
|
940,000
|
660,000
|
177,131
|
2,177,131
|
||||||||||||||||
2012
|
400,000
|
805,000
|
595,006
|
128,851
|
1,928,857
|
|||||||||||||||||
John C. Weisenseel
(5)
|
2014
|
389,423
|
800,000
|
500,000
|
135,457
|
1,824,880
|
||||||||||||||||
CFO
|
2013
|
375,000
|
710,000
|
440,000
|
116,180
|
1,641,180
|
||||||||||||||||
2012
|
229,327
|
755,050
|
1,244,969
|
40,207
|
2,269,553
|
(1) | In 2014, we had 27 bi-weekly pay periods instead of our customary 26 pay periods. Therefore, the named executive officers received more base salary in 2014 than they otherwise would have received based on their annual base salary rates. |
(2) | The figures in the “Stock Awards” column provide the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values, see Note 17 to AB’s consolidated financial statements in Item 8. |
(3) | See “Grants of Plan-based Awards in 2014” below in this Item 11 for information regarding the 2014 long-term incentive compensation awards granted to our named executive officers. |
(4) | Mr. Kraus’s compensation structure is set forth in the Kraus Employment Agreement, the terms of which are described in “Overview of Our Chief Executive Officer’s Compensation” in this Item 11 . |
(5) | Mr. Weisenseel joined our firm as Chief Financial Officer in May 2012. |
Name
|
Quarterly Distributions on AB Holding Unit Awards ($)
|
Personal Use of Car and Driver
($)
|
Contributions to Profit Sharing Plan ($)
|
Life Insurance Premiums
($)
|
Financial Planning Services
($)
|
|||||||||||||||
Peter S. Kraus
|
6,173,614
|
(1)
|
187,750
|
(2)
|
13,000
|
—
|
—
|
|||||||||||||
James A. Gingrich
|
857,466
|
(3)
|
—
|
13,000
|
1,806
|
—
|
||||||||||||||
Robert P. van Brugge
|
313,623
|
—
|
13,000
|
630
|
—
|
|||||||||||||||
Lori A. Massad
|
156,697
|
—
|
13,000
|
966
|
20,000
|
|||||||||||||||
John C. Weisenseel
|
121,560
|
—
|
13,000
|
897
|
—
|
(1) | Includes $4,115,742 paid as distributions with respect to unvested AB Holding Units and $2,057,872 paid as distributions with respect to vested AB Holding Units, the delivery of which Mr. Kraus has voluntarily deferred . |
(2) | Includes lease costs ($19,591), driver compensation ($148,086) and other car-related costs ($20,073), such as parking, gas, tolls, and repairs and maintenance. |
(3) | Includes $714,355 paid as distributions with respect to unvested AB Holding Units and $143,111 paid as distributions with respect to vested AB Holding Units, the delivery of which Mr. Gingrich has voluntarily deferred. |
Name
|
Grant Date
|
All Other Stock Awards:
Number of Shares of Stock
or Units (#)
|
Grant Date Fair Value
of Stock Awards ($)
|
|||||||||
Peter S. Kraus
|
—
|
—
|
—
|
|||||||||
James A. Gingrich
(1)
|
12/12/2014
|
150,991
|
3,660,000
|
|||||||||
Robert P. van Brugge
(1)
|
12/12/2014
|
68,482
|
1,660,000
|
|||||||||
Lori A. Massad
(1)
|
12/12/2014
|
27,228
|
660,000
|
|||||||||
John C. Weisenseel
(1)
|
12/12/2014
|
20,628
|
500,000
|
(1) | As discussed above in “Overview of 2014 Incentive Compensation Program” and “Compensation Elements for Executive Officers—Long-term Incentive Compensation Awards” in this Item 11 , long-term incentive compensation awards generally are denominated in restricted AB Holding Units. The 2014 long-term incentive compensation awards granted to our named executive officers under the Incentive Compensation Program and the 2010 Plan are shown in the “All Other Stock Awards” column of this table, the “Stock Awards” column of the Summary Compensation Table and the “AB Holding Unit Awards” columns of the Outstanding Equity Awards at 2014 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 ($)
|
Option Expiration Date
|
Number of Shares
or Units of Stock That
Have Not Vested (#)
|
Market
Value of Shares or
Units of
Stock That Have Not Vested ($)
|
||||||||||||||||||
Peter S. Kraus
(1)
|
—
|
—
|
—
|
—
|
2,177,642
|
56,248,493
|
||||||||||||||||||
James A. Gingrich
(2)(3)
|
263,533
|
—
|
17.05
|
1/23/19
|
387,787
|
10,016,538
|
||||||||||||||||||
Robert P. van Brugge
(4)
|
—
|
—
|
—
|
—
|
168,851
|
4,361,421
|
||||||||||||||||||
Lori A. Massad
(5)
|
—
|
—
|
—
|
—
|
74,197
|
1,916,509
|
||||||||||||||||||
John C. Weisenseel
(6)
|
—
|
—
|
—
|
—
|
59,396
|
1,534,199
|
(1) | For details concerning the restricted AB Holding Units awarded to Mr. Kraus under the Kraus Employment Agreement, see “Overview of Our Chief Executive Officer’s Compensation – Compensation Elements – Restricted AB Holding Units” above in this Item 11 . |
(2) | Mr. Gingrich was awarded (i) 150,991 restricted AB Holding Units in December 2014 that are scheduled to vest in 25% increments on each of December 1, 2015, 2016, 2017 and 2018, (ii) 168,897 restricted AB Holding Units in December 2013, 25% of which vested on December 1, 2014, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, 2015, 2016 and 2017, (iii) 155,968 restricted AB Holding Units in December 2012, 25% of which vested on each of December 1, 2013 and 2014, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, 2015 and 2016, and (iv) 128,558 restricted AB Holding Units in December 2011, 25% of which vested on each of December 1, 2012, 2013 and 2014, and the remainder of which is scheduled to vest in an additional 25% increment on December 1, 2015. |
(3) | Mr. Gingrich was granted 263,533 options to buy AB Holding Units in January 2009, 20% of which vested and became exercisable on each of January 23, 2010, 2011, 2012, 2013 and 2014. |
(4) | Mr. van Brugge was awarded (i) 68,482 restricted AB Holding Units in December 2014 that are scheduled to vest in 25% increments on each of December 1, 2015, 2016, 2017 and 2018, (ii) 59,299 restricted AB Holding Units in December 2013, 25% of which vested on December 1, 2014, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, 2015, 2016 and 2017, (iii) 80,574 restricted AB Holding Units in December 2012, 25% of which vested on each of December 1, 2013 and 2014, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, 2015 and 2016, and (iv) 62,433 restricted AB Holding Units in December 2011, 25% of which vested on each of December 1, 2012, 2013 and 2014, and the remainder of which is scheduled to vest in an additional 25% increment on December 1, 2015. |
(5) | Ms. Massad was awarded (i) 27,228 restricted AB Holding Units in December 2014 that are scheduled to vest in 25% increments on each of December 1, 2015, 2016, 2017 and 2018, (ii) 30,457 restricted AB Holding Units in December 2013, 25% of which vested on December 1, 2014, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, 2015, 2016 and 2017, (iii) 29,792 restricted AB Holding Units in December 2012, 25% of which vested on each of December 1, 2013 and 2014, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, 2015 and 2016, and (iv) 36,923 restricted AB Holding Units in December 2011, 25% of which vested on each of December 1, 2012, 2013 and 2014, and the remainder of which is scheduled to vest in an additional 25% increment on December 1, 2015. |
(6) | Mr. Weisenseel was awarded (i) 20,628 restricted AB Holding Units in December 2014 that are scheduled to vest in 25% increments on each of December 1, 2015, 2016, 2017 and 2018, (ii) 20,305 restricted AB Holding Units in December 2013, 25% of which vested on December 1, 2014, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, 2015, 2016 and 2017, and (iii) 12,265 restricted AB Holding Units in December 2012, 25% of which vested on each of December 1, 2013 and 2014, and the remainder of which is scheduled to vest in additional 25% increments on each of December 1, 2015 and 2016. In addition, Mr. Weisenseel was granted, as of May 14, 2012 (his first date of employment, “ JCW Hire Date ”), in accordance with the terms and conditions of the Incentive Compensation Program, an award of restricted AB Holding Units initially valued at $1,000,000 in connection with his recruitment and as replacement equity for awards he forfeited by leaving McGraw Hill. The number of restricted AB Holding Units (69,629) was determined by dividing $1,000,000 by the average closing price on the NYSE of an AB Holding Unit for the period covering the four trading days immediately preceding the JCW Hire Date, the JCW Hire Date and the five trading days immediately following the JCW Hire Date (this calculation resulted in an average price of $14.362) and rounded up to the nearest whole number. Twenty-five percent (25%) of this award vested on each of December 1, 2012, 2013 and 2014. The remainder of this award is scheduled to vest in an additional 25% increment on December 1, 2015. The unvested portion of this award is shown in the “AB Holding Unit Awards” columns of this table; the value of the entire award is shown in the “Stock Awards” column of the Summary Compensation Table. |
AB Holding Unit Awards
|
||||||||
Name
|
Number of AB
Holding
Units Acquired on
Vesting (#)
|
Value Realized on
Vesting ($)
|
||||||
Peter S. Kraus
(1)
|
544,410
|
13,539,477
|
||||||
James A. Gingrich
|
141,169
|
3,731,097
|
||||||
Robert P. van Brugge
|
65,569
|
1,732,989
|
||||||
Lori A. Massad
|
35,939
|
949,868
|
||||||
John C. Weisenseel
|
25,550
|
675,287
|
(1) | Mr. Kraus deferred the delivery of the 544,410 restricted AB Holding Units that vested in December 2014. See “Overview of Our Chief Executive Officer’s Compensation – Compensation Elements – Restricted AB Holding Units” above in this Item 11 for additional information. |
Name
|
Executive
Contributions in Last FY ($)
|
Aggregate
Earnings in Last FY ($)
|
Aggregate
Withdrawals/
Distributions ($)
|
Aggregate
Balance at
Last FYE ($)
|
||||||||||||
Peter S. Kraus
(1)
|
13,539,477
|
2,967,035
|
—
|
28,124,221
|
||||||||||||
James A. Gingrich
(2)
|
—
|
59,512
|
(799,951
|
)
|
1,476,932
|
|||||||||||
Robert P. van Brugge
(3)
|
—
|
257
|
(62,757
|
)
|
62,500
|
|||||||||||
Lori A. Massad
|
—
|
—
|
—
|
—
|
||||||||||||
John C. Weisenseel
(3)
|
—
|
154
|
(25,167
|
)
|
50,025
|
(1) | Mr. Kraus deferred delivery of the 544,410 restricted AB Holding Units that vested in December 2014 until the earlier of December 19, 2018, his death and the date on which a change in control of AB occurs. See “Overview of Our Chief Executive Officer’s Compensation – Compensation Elements – Restricted AB Holding Units” in this Item 11 for additional information. |
(2) | 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 17 to AB’s consolidated financial statements in Item 8 . |
(3) | The amounts shown in the “Aggregate Earnings in Last FY” column for Messrs. van Brugge and Weisenseel reflect the interest payments associated with the Deferred Cash portions of their respective long-term incentive compensation awards (in 2011 for Mr. van Brugge and in 2012 for Mr. Weisenseel). Interest accrues monthly based on our monthly weighted average cost of funds (approximately 0.2% in 2014) and will be credited to Messrs. van Brugge and Weisenseel annually until the cash is distributed to them in installments over the four-year vesting period. The amounts shown in the “Aggregate Withdrawals/Distributions” column for Messrs. van Brugge and Weisenseel represent their respective Deferred Cash distributions during 2014, and the amounts shown in the “Aggregate Balance at Last FYE” column represent their respective Deferred Cash balances as of December 31, 2014. |
Name
|
Cash
Payments
(1)(2)
($)
|
Acceleration of Restricted
AB Holding
Unit
Awards
(2)
($)
|
Other Benefits ($)
|
|||||||||
Peter S. Kraus
(3)(4)
|
||||||||||||
Change in control
|
—
|
56,248,493
|
18,857
|
|||||||||
Termination by AB without cause
|
—
|
28,124,241
|
18,857
|
|||||||||
Termination by Mr. Kraus for good reason
|
—
|
28,124,241
|
18,857
|
|||||||||
Death or disability
(5)(6)(7)
|
—
|
14,062,121
|
18,857
|
|||||||||
James A. Gingrich
|
||||||||||||
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)
(2)
|
—
|
10,016,538
|
—
|
|||||||||
Death or disability
(8)
|
—
|
10,016,538
|
—
|
|||||||||
Robert P. van Brugge
|
||||||||||||
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)
(2)
|
62,500
|
4,361,421
|
—
|
|||||||||
Death or disability
(8)
|
62,500
|
4,361,421
|
—
|
|||||||||
Lori A. Massad
|
||||||||||||
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)
(2)
|
—
|
1,916,509
|
—
|
|||||||||
Death or disability
(8)
|
—
|
1,916,509
|
—
|
|||||||||
John C. Weisenseel
|
||||||||||||
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)
(2)
|
50,025
|
1,534,199
|
—
|
|||||||||
Death or disability
(8)
|
50,025
|
1,534,199
|
—
|
(1) | For Messrs. van Brugge and Weisenseel, amounts shown represent the portions of their awards they elected to allocate to Deferred Cash pursuant to the Incentive Compensation Program that were unvested as of December 31, 2014, and the vesting of which would have accelerated had their employment terminated as of such date under the circumstances specified in the table. (Mr. van Brugge allocated a portion of his 2011 award to Deferred Cash and Mr. Weisenseel allocated a portion of his 2012 award to Deferred Cash.) In addition, it is possible that each named executive officer (other than Mr. Kraus) could receive a cash severance payment on the termination of his or her employment. The amounts of any such cash severance payments would be determined at the time of such termination, so we are unable to estimate such amounts. |
(2) | See Notes 2 and 17 in AB’s consolidated financial statements in Item 8 and “Compensation Elements for Executive Officers – Long-term Incentive Compensation Awards” above in this Item 11 for a discussion of the terms set forth in long-term incentive compensation award agreements relating to termination of employment . |
(3) | If a change in control of AB or a qualifying event of termination of employment had occurred as of December 31, 2014, Mr. Kraus would have been entitled to receive (i) accelerated vesting under the Kraus Employment Agreement of the entire June 2012 Grant (in the case of a change in control of AB), the portions of the June 2012 Grant scheduled to vest on December 19, 2015 and 2016 (in the case of termination by AB without cause or termination by Mr. Kraus for good reason), or a pro-rated portion of the June 2012 Grant scheduled to vest on December 19, 2015 (in the case of termination due to death or disability), as shown in the “Acceleration of Restricted AB Holding Unit Awards” column, and (ii) a payment of $18,857 for continuing health and welfare benefits, as shown in the “Other Benefits” column. For additional information, including a detailed description of terms in the Kraus Employment Agreement relating to change in control and qualifying events of termination of employment, see “Overview of Our Chief Executive Officer’s Compensation” above in this Item 11 . |
(4) | Mr. Kraus deferred the delivery of the 544,410 restricted AB Holding Units that vested on December 19, 2014 until the earlier of December 19, 2018, his death and the date on which a change in control of AB occurs. See “Overview of Our Chief Executive Officer’s Compensation – Compensation Elements – Restricted AB Holding Units” above in this Item 11 for additional information. |
(5) | The Kraus Employment Agreement indicates that, if Mr. Kraus dies or becomes disabled, he immediately vests in a pro-rated portion of any restricted AB Holding Units otherwise due to vest on the next vesting date. |
(6) | The Kraus Employment Agreement defines “Disability” as a good faith determination by AB that Mr. Kraus is physically or mentally incapacitated and has been unable for a period of 120 days in the aggregate during any 12-month period to perform substantially all of the duties for which he is responsible immediately before the commencement of the incapacity. |
(7) | Under the Kraus Employment Agreement, upon termination of Mr. Kraus’s employment due to death or disability, AB will provide at its expense continued health and welfare benefits for Mr. Kraus, his spouse and his dependents through the end of the calendar year in which termination occurs. Thereafter, until the date Mr. Kraus (or, in the case of his spouse, his spouse) reaches age 65, AB will provide Mr. Kraus and his spouse with access to participation in AB’s medical plans at Mr. Kraus’s (or his spouse’s) sole expense based on a reasonably determined fair market value premium rate. |
(8) | “Disability” is defined in the Incentive Compensation Program award agreements of each of Ms. Massad and Messrs. Gingrich, van Brugge and Weisenseel, and in the Special Option Program award agreement of Mr. Gingrich, 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 executive officer. |
Name
|
Fees
Earned or Paid in
Cash
($)
|
Stock
Awards
(1)(3)
($)
|
Option
Awards
(2)(3)
($)
|
Total
($)
|
||||||||||||
Christopher M. Condron
|
75,500
|
60,000
|
60,000
|
195,500
|
||||||||||||
Steven G. Elliott
|
95,750
|
120,000
|
—
|
215,750
|
||||||||||||
Deborah S. Hechinger
|
71,000
|
60,000
|
60,000
|
191,000
|
||||||||||||
Weston M. Hicks
|
69,500
|
120,000
|
—
|
189,500
|
||||||||||||
Scott A. Schoen
|
71,000
|
120,000
|
—
|
191,000
|
||||||||||||
Lorie A. Slutsky
|
75,500
|
120,000
|
—
|
195,500
|
||||||||||||
Peter J. Tobin
(4)
|
20,750
|
—
|
—
|
20,750
|
||||||||||||
Joshua A. Weinreich
|
60,500
|
120,000
|
—
|
180,500
|
(1) | The aggregate number of restricted AB Holding Units underlying awards outstanding at December 31, 2014 was: for Mr. Condron, 8,996 AB Holding Units; for Ms. Hechinger, 6,726 AB Holding Units; for Mr. Schoen, 7,705 AB Holding Units; for Mr. Weinreich, 6,463 AB Holding Units; and for each of Ms. Slutsky and Messrs. Elliott and Hicks, 13,875 AB Holding Units. |
(2) | The aggregate number of options outstanding at December 31, 2014 was: for Mr. Condron, options to buy 49,575 AB Holding Units; for Mr. Elliott, options to buy 26,383 AB Holding Units; for Ms. Hechinger, options to buy 76,340 AB Holding Units; for Mr. Hicks, options to buy 44,938 AB Holding Units; for Ms. Slutsky, options to buy 46,227 AB Holding Units; and for Mr. Weinreich, options to buy 5,774 AB Holding Units. Mr. Schoen did not own any options to buy AB Holding Units. |
(3) | Reflects the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values, see Note 17 to AB’s consolidated financial statements in Item 8. |
(4) | Mr. Tobin retired from the Board on March 4, 2014. |
• | an annual retainer of $50,000 (paid quarterly after any quarter during which an Eligible Director serves on the Board); |
• | a fee of $1,500 for participating in a meeting of the Board, or any duly constituted committee of the Board, whether in person or by telephone; |
• | an annual retainer of $15,000 for acting as Chair of the Audit Committee; |
• | an annual retainer of $7,500 for acting as Chair of the Compensation Committee; |
• | an annual retainer of $7,500 for acting as Chair of the Governance Committee; and |
• | an annual equity-based grant under an equity compensation plan consisting of (at each Eligible Director’s election): |
•
|
restricted AB Holding Units with a grant date value of $120,000;
|
•
|
options to buy AB Holding Units with a grant date value of $120,000; or
|
• | restricted AB Holding Units with a grant date value of $60,000 and options to buy AB Holding Units with a grant date value of $60,000. |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance
(1)
|
|||||||||
Equity compensation plans approved by security holders
|
5,942,411
|
$
|
45.03
|
17,410,392
|
||||||||
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
|||||||||
Total
|
5,942,411
|
$
|
45.03
|
17,410,392
|
(1) | All AB Holding Units remaining available for future issuance will be issued pursuant to the 2010 Plan. |
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
Reported on Schedule
|
Percent of Class
|
||||||
AXA
(1)(2)(3)(4)
25 avenue Matignon 75008
Paris, France
|
170,121,745
|
(4)(5)
|
62.3
|
%
(4)(5)
|
(1) | Based on information provided by AXA Financial, on December 31, 2014, AXA and certain of its subsidiaries beneficially owned all of AXA Financial’s outstanding common stock. For insurance regulatory purposes, the shares of common stock of AXA Financial beneficially owned by AXA and its subsidiaries have been deposited into a voting trust (“ Voting Trust ”), the term of which has been extended until April 29, 2021. The trustees of the Voting Trust (“ Voting Trustees ”) are Henri de Castries, Denis Duverne and Mark Pearson. Messrs. de Castries and Duverne serve on the Board of Directors of AXA, while Mr. Pearson serves on the Management Committee of AXA. The Voting Trustees have agreed to exercise their voting rights to protect the legitimate economic interests of AXA, but with a view to ensuring that certain minority shareholders of AXA do not exercise control over AXA Financial or certain of its insurance subsidiaries. |
(2) | Based on information provided by AXA, as of December 31, 2014, 14.03% of the issued ordinary shares (representing 23.61% 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 ”). |
(3) | The Voting Trustees and the Mutuelles AXA, as a group, may be deemed to be beneficial owners of all AB Units beneficially owned by AXA and its subsidiaries. By virtue of the provisions of the Voting Trust Agreement, AXA may be deemed to have shared voting power with respect to the AB Units. AXA and its subsidiaries have the power to dispose or direct the disposition of all shares of the capital stock of AXA Financial deposited in the Voting Trust. The Mutuelles AXA, as a group, may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of all the AB Units beneficially owned by AXA and its subsidiaries. The address of each of AXA and Messrs. de Castries and Duverne is 25 avenue Matignon, 75008 Paris, France. The address of Mr. Pearson is 1290 Avenue of the Americas, New York, NY 10104. The address of the Mutuelles AXA is 313 Terrasses de l’Arche, 92727 Nanterre Cedex, France. |
(4) | By reason of their relationships, AXA, the Voting Trustees, the Mutuelles AXA, AXA America Holdings, Inc. (a subsidiary of AXA, “ AXA America ”), AXA Equitable Financial Services, LLC (a subsidiary of AXA America), AXA IM Rose Inc. (a 96.11%-owned subsidiary of AXA), AXA Financial, AXA Equitable, Coliseum Reinsurance Company (a subsidiary of AXA Financial), ACMC, LLC (a subsidiary of AXA Financial) and MLOA may be deemed to share the power to vote or to direct the vote and to dispose or direct the disposition of all or a portion of the 170,121,745 issued and outstanding AB Units. |
(5) | As indicated above in note 4 , AXA owns approximately 96.11% of AXA IM Rose Inc., so approximately 3.89% of the AB Units beneficially owned by AXA IM Rose Inc. as of December 31, 2014 were not beneficially owned by AXA. As a result, as of December 31, 2014, AXA beneficially owned 168,490,490 AB Units, or 61.7% of the issued and outstanding AB Units. |
Name of Beneficial Owner
|
Number of AB
Holding Units and
Nature of
Beneficial
Ownership
|
Percent of Class
|
||||||
Peter S. Kraus
(1)(2)
|
4,337,643
|
4.3
|
%
|
|||||
Christopher M. Condron
(3)
|
81,232
|
*
|
||||||
Henri de Castries
(1)
|
2,000
|
*
|
||||||
Denis Duverne
(1)
|
2,000
|
*
|
||||||
Steven G. Elliott
(4)
|
37,566
|
*
|
||||||
Deborah S. Hechinger
(5)
|
57,140
|
*
|
||||||
Weston M. Hicks
(6)
|
60,088
|
*
|
||||||
Heidi S. Messer |
—
|
*
|
||||||
Mark Pearson
(1)
|
—
|
*
|
||||||
Scott A. Schoen
|
57,705
|
*
|
||||||
Lorie A. Slutsky
(1)(7)
|
63,198
|
*
|
||||||
Christian Thimann
(1)
|
—
|
*
|
||||||
Joshua A. Weinreich
(8)
|
8,387
|
*
|
||||||
James A. Gingrich
(1)(9)
|
957,606
|
1.0
|
||||||
Lori A. Massad
(1)(10)
|
161,006
|
*
|
||||||
Robert P. van Brugge
(1)(11)
|
232,205
|
*
|
||||||
John C. Weisenseel
(1)(12)
|
99,530
|
*
|
||||||
All directors and executive officers of the General Partner as a group (18 persons)
(13)(14)
|
6,430,513
|
6.4
|
%
|
* | Number of AB Holding Units listed represents less than 1% of the Units outstanding. |
(1) | Excludes AB Holding Units beneficially owned by AXA and its subsidiaries. Ms. Slutsky and Messrs. Kraus, de Castries, Duverne, Pearson and Thimann are directors and/or officers of AXA, AXA Financial, and/or AXA Equitable. Ms. Massad and Messrs. Kraus, Gingrich, van Brugge and Weisenseel are directors and/or officers of the General Partner. |
(2) | Includes 3,266,463 restricted AB Holding Units awarded to Mr. Kraus pursuant to the Kraus Employment Agreement or the Kraus Initial Employment Agreement that have not yet vested and/or with respect to which he has deferred delivery. See “Overview of Our Chief Executive Officer’s Compensation – Compensation Elements – Restricted AB Holding Units” in Item 11 for additional information regarding Mr. Kraus’s AB Holding Unit awards. |
(3) | Includes 24,477 AB Holding Units Mr. Condron can acquire within 60 days under an AB option plan. |
(4) | Includes 20,932 AB Holding Units Mr. Elliott can acquire within 60 days under an AB option plan. |
(5) | Includes 44,150 AB Holding Units Ms. Hechinger can acquire within 60 days under an AB option plan. |
(6) | Includes 39,487 AB Holding Units Mr. Hicks can acquire within 60 days under an AB option plan. |
(7) | Includes 40,776 AB Holding Units Ms. Slutsky can acquire within 60 days under an AB option plan. |
(8) | Includes 1,924 AB Holding Units Mr. Weinreich can acquire within 60 days under an AB option plan. |
(9) | Includes 263,533 AB Holding Units Mr. Gingrich can acquire within 60 days under an AB option plan and 463,506 restricted AB Holding Units awarded to Mr. Gingrich as long-term incentive compensation that have not yet vested or been delivered to him. For information regarding Mr. Gingrich’s long-term incentive compensation awards, see “Grants of Plan-based Awards in 2014” and “Outstanding Equity Awards at 2014 Fiscal Year-End” in Item 11 . |
(10) | Includes 74,197 restricted AB Holding Units awarded to Ms. Massad as long-term incentive compensation that have not yet vested or been delivered to her. For information regarding Ms. Massad’s long-term incentive compensation awards, see “Grants of Plan-based Awards in 2014” and “Outstanding Equity Awards at 2014 Fiscal Year-End” in Item 11 . |
(11) | Includes 168,851 restricted AB Holding Units awarded to Mr. van Brugge as long-term incentive compensation that have not yet vested or been delivered to him. For information regarding Mr. van Brugge’s long-term incentive compensation awards, see “Grants of Plan-based Awards in 2014” and “Outstanding Equity Awards at 2014 Fiscal Year-End” in Item 11 . |
(12) | Includes 59,396 restricted AB Holding Units awarded to Mr. Weisenseel as long-term incentive compensation that have not vested or been delivered to him. For information regarding Mr. Weisenseel’s long-term incentive compensation awards, see “Grants of Plan-based Awards in 2014” and “Outstanding Equity Awards at 2014 Fiscal Year-End” in Item 11 . |
(13) | Includes 513,627 AB Holding Units the directors and executive officers as a group can acquire within 60 days under AB option plans. |
(14) | Includes 4,204,774 restricted AB Holding Units awarded to the executive officers as a group as long-term incentive compensation that have not yet vested and/or been delivered to them. |
Name of Beneficial Owner
|
Number of Shares and
Nature of Beneficial
Ownership
|
Percent of Class
|
||||||
Peter S. Kraus
|
—
|
*
|
||||||
Christopher M. Condron
(2)
|
2,788,422
|
*
|
||||||
Henri de Castries
(3)
|
4,349,340
|
*
|
||||||
Denis Duverne
(4)
|
2,457,901
|
*
|
||||||
Steven G. Elliott
|
—
|
*
|
||||||
Deborah S. Hechinger
|
—
|
*
|
||||||
Weston M. Hicks
|
—
|
*
|
||||||
Heidi S. Messer |
—
|
*
|
||||||
Mark Pearson
(5)
|
495,096
|
*
|
||||||
Scott A. Schoen
|
—
|
*
|
||||||
Lorie A. Slutsky
(6)
|
38,519
|
*
|
||||||
Christian Thimann
|
—
|
*
|
||||||
Joshua A. Weinreich
|
—
|
*
|
||||||
James A. Gingrich
|
—
|
*
|
||||||
Lori A. Massad
|
—
|
*
|
||||||
Robert P. van Brugge
|
—
|
*
|
||||||
John C. Weisenseel
|
—
|
*
|
||||||
All directors and executive officers of the General Partner as a group (18 persons)
(7)
|
10,129,278
|
*
|
* | Number of shares listed represents less than 1% of the outstanding AXA common stock. |
(1) | Holdings of AXA American Depositary Shares (“ ADS ”) are expressed as their equivalent in AXA common stock. Each AXA ADS represents the right to receive one AXA ordinary share. |
(2) | Includes 2,367,391 shares Mr. Condron can acquire within 60 days under option plans. Also includes 297,080 deferred restricted ADS units under AXA’s Variable Deferred Compensation Plan for Executives. |
(3) | Includes 2,564,763 shares Mr. de Castries can acquire within 60 days under option plans. Also includes 291,771 unvested AXA performance shares, which are paid out when vested based on the price of AXA at that time and are subject to achievement of internal performance conditions. |
(4) | Includes 1,619,749 shares Mr. Duverne can acquire within 60 days under option plans. |
(5) | Includes 250,966 shares Mr. Pearson can acquire within 60 days under options plans. Also includes 157,900 AXA performance shares, which are paid out when vested based on the price of AXA at that time and are subject to achievement of internal performance conditions. |
(6) | Includes 9,042 shares Ms. Slutsky can acquire within 60 days under option plans. |
(7) | Includes 6,811,911 shares the directors and executive officers as a group can acquire within 60 days under option plans. |
Parties
(1)
|
General Description of Relationship
(2)
|
Amounts Received
or Accrued for in 2014
|
||||
AXA Equitable
(3)
|
We provide investment management services and ancillary accounting, valuation, reporting, treasury and other services to the general and separate accounts of AXA Equitable and its insurance company subsidiaries.
|
$ |
48,455,000 (of which $756,000 relates to the ancillary services)
|
|||
EQAT, AXA Enterprise Trust and AXA Premier VIP Trust
|
We serve as sub-adviser to these open-end mutual funds, each of which is sponsored by a subsidiary of AXA Financial.
|
$
|
25,923,000
|
|||
AXA Life Japan Limited
(3)
|
$
|
18,680,000
|
||||
AXA AB Funds
|
We provide investment management, distribution and shareholder servicing-related services.
|
$
|
14,115,000
|
|||
AXA Re Arizona Company
(3)
|
$
|
9,732,000
|
||||
AXA Switzerland Life
(3)
|
$
|
5,665,000
|
||||
AXA Hong Kong Life
(3)
|
$
|
4,995,000
|
||||
AXA France
(3)
|
$
|
4,238,000
|
||||
AXA U.K. Group Pension Scheme
|
$
|
3,965,000
|
||||
AXA Belgium
(3)
|
$
|
2,334,000
|
||||
AXA Germany
(3)
|
$
|
1,231,000
|
||||
MONY Life Insurance Company of America
(3)
|
$ |
1,176,000
|
||||
AXA Investment Managers Ltd. Paris
(3)
|
$
|
887,000
|
||||
AXA Corporate Solutions
(3)
|
$
|
824,000
|
||||
AXA General Insurance Hong Kong Ltd.
(3)
|
$
|
613,000
|
||||
AXA Mediterranean
(3)
|
$
|
489,000
|
||||
U.S. Financial Life Insurance Company
(3)
|
$ | 426,000 | ||||
AXA Switzerland Property and Casualty
(3)
|
$
|
363,000
|
||||
AIM Deutschland GmbH
(3)
|
$
|
244,000
|
||||
AXA Insurance Company
(3)
|
$
|
155,000
|
||||
Coliseum Reinsurance
(3)
|
$
|
111,000
|
Parties
(1)(3)
|
General Description of Relationship
|
Amounts Paid
or Accrued for in 2014
|
||||
AXA Advisors
|
Distributes certain of our Retail Products and provides Private Wealth Management referrals.
|
$
|
16,255,000
|
|||
AXA Group Solutions Pvt. Ltd.
|
Provides maintenance and development support for applications.
|
$
|
5,252,000
|
|||
AXA Business Services Pvt. Ltd.
|
Provides data processing services and support for certain investment operations functions.
|
$
|
4,753,000
|
|||
AXA Equitable
|
We are covered by various insurance policies maintained by AXA Equitable.
|
$
|
3,632,000
|
|||
AXA Technology Services India Pvt.
|
Provides certain data processing services and functions.
|
$
|
3,629,000
|
|||
AXA Wealth
|
Provides portfolio-related services for assets we manage under the AXA Corporate Trustee Investment Plan.
|
$
|
1,876,000
|
|||
AXA Advisors
|
Sells shares of our mutual funds under Distribution Service and educational Support agreements.
|
$
|
1,457,000
|
|||
GIE Informatique AXA
|
Provides cooperative technology development and procurement services to us and to various other subsidiaries of AXA.
|
$
|
982,000
|
(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. |
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Audit fees
(1)
|
$
|
5,178
|
$
|
4,911
|
||||
Audit-related fees
(2)
|
3,388
|
3,435
|
||||||
Tax fees
(3)
|
2,357
|
2,225
|
||||||
All other fees
(4)
|
5
|
5
|
||||||
Total
|
$
|
10,928
|
$
|
10,576
|
(1) | Includes $65,563 and $64,914 paid for audit services to AB Holding in 2014 and 2013, 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 2014 and 2013 consisted of miscellaneous non-audit services. |
(a) | There is no document filed as part of this Form 10-K. |
(b) | Exhibits. |
Exhibit
|
Description
|
|
3.01
|
Amended and Restated Certificate of Limited Partnership dated February 24, 2006 of AB Holding (incorporated by reference to Exhibit 99.06 to Form 8-K, as filed February 24, 2006).
|
|
3.02
|
Amendment No. 1 dated February 24, 2006 to Amended and Restated Agreement of Limited Partnership of AB Holding (incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarterly period ended September 30, 2006, as filed November 8, 2006).
|
|
3.03
|
Amended and Restated Agreement of Limited Partnership dated October 29, 1999 of AB Holding (incorporated by reference to Exhibit 3.2 to Form 10-K for the fiscal year ended December 31, 2003, as filed March 10, 2004).
|
|
3.04
|
Amended and Restated Certificate of Limited Partnership dated February 24, 2006 of AB (incorporated by reference to Exhibit 99.07 to Form 8-K, as filed February 24, 2006).`
|
|
3.05
|
Amendment No. 1 dated February 24, 2006 to Amended and Restated Agreement of Limited Partnership of AB (incorporated by reference to Exhibit 3.2 to Form 10-Q for the quarterly period ended September 30, 2006, as filed November 8, 2006).
|
|
3.06
|
Amended and Restated Agreement of Limited Partnership dated October 29, 1999 of AB (incorporated by reference to Exhibit 3.3 to Form 10-K for the fiscal year ended December 31, 2003, as filed March 10, 2004).
|
|
3.07
|
Certificate of Amendment to the Certificate of Incorporation of AllianceBernstein Corporation (incorporated by reference to Exhibit 99.08 to Form 8-K, as filed February 24, 2006).
|
|
3.08
|
AllianceBernstein Corporation By-Laws with amendments through February 24, 2006 (incorporated by reference to Exhibit 99.09 to Form 8-K, as filed February 24, 2006).
|
|
4.01
|
Contingent Value Rights Agreement, dated as of December 12, 2013, by and between AB and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.01 to Form 10-K for the fiscal year ended December 31, 2013, as filed February 12, 2014).
|
|
AllianceBernstein 2014 Incentive Compensation Award Program.*
|
||
AllianceBernstein 2014 Deferred Cash Compensation Program.*
|
||
AllianceBernstein L.P. 2010 Long Term Incentive Plan, as amended.*
|
||
Form of Award Agreement under Incentive Compensation Award Program, Deferred Cash Compensation Program and 2010 Long Term Incentive Plan.*
|
||
Form of Award Agreement under 2010 Long Term Incentive Plan relating to equity compensation awards to Eligible Directors.*
|
||
Guidelines for Transfer of AB Units.
|
||
Summary of AB’s Lease at 1345 Avenue of the Americas, New York, New York 10105.
|
||
10.08
|
Revolving Credit Agreement, dated as of December 9, 2010, Amended and Restated as of January 17, 2012 and Further Amended and Restated as of October 22, 2014, among AB and SCB LLC, as Borrowers; Bank of America, N.A., as Administrative Agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and HSBC Securities (USA) Inc., as Joint Lead Arrangers and Joint Book Managers, and the other lenders party thereto (incorporated by reference to Exhibit 10.01 to Form 8-K , as filed October 24, 2014).
|
|
10.09
|
Employment Agreement among Peter S. Kraus, AllianceBernstein Corporation, AB Holding and AB, dated as of June 21, 2012 (incorporated by reference to Exhibit 99.01 to Form 8-K/A, as filed June 26, 2012).*
|
|
10.10
|
Amendment No. 1 to Employment Agreement dated as of December 19, 2008 among Peter S. Kraus, AllianceBernstein Corporation, AB Holding and AB, dated as of June 21, 2012 (incorporated by reference to Exhibit 99.02 to Form 8-K, as filed June 21, 2012).*
|
|
10.11
|
Form of Award Agreement under the Special Option Program (incorporated by reference to Exhibit 10.05 to Form 10-K for the fiscal year ended December 31, 2008, as filed February 23, 2009).*
|
|
10.12
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of February 10, 2009, among Banc of America Securities LLC, Merrill Lynch Money Markets Inc., Deutsche Bank Securities Inc. and AB (incorporated by reference to Exhibit 10.11 to Form 10-K for the fiscal year ended December 31, 2008, as filed February 23, 2009).
|
AllianceBernstein Holding L.P.
|
||
Date: February 12, 2015
|
By:
|
/s/ Peter S. Kraus |
Peter S. Kraus
|
||
Chairman of the Board and Chief Executive Officer
|
Date: February 12, 2015
|
/s/ John C. Weisenseel | |
John C. Weisenseel
|
||
Chief Financial Officer
|
Date: February 12, 2015
|
/s/ Edward J. Farrell | |
Edward J. Farrell
|
||
Chief Accounting Officer
|
/s/ Peter S. Kraus | /s/ Heidi S. Messer | |
Peter S. Kraus
|
Heidi S. Messer
|
|
Chairman of the Board
|
Director
|
|
/s/ Christopher M. Condron | /s/ Mark Pearson | |
Christopher M. Condron
|
Mark Pearson
|
|
Director
|
Director
|
|
/s/ Henri de Castries | /s/ Scott A. Schoen | |
Henri de Castries
|
Scott A. Schoen
|
|
Director
|
Director
|
|
/s/ Denis Duverne | /s/ Lorie A. Slutsky | |
Denis Duverne
|
Lorie A. Slutsky
|
|
Director
|
Director
|
|
/s/ Steven G. Elliott | /s/ Christian Thimann | |
Steven G. Elliott
|
Christian Thimann
|
|
Director
|
Director
|
|
/s/ Deborah S. Hechinger | /s/ Joshua A. Weinreich | |
Deborah S. Hechinger
|
Joshua A. Weinreich
|
|
Director
|
Director
|
|
/s/ Weston M. Hicks | ||
Weston M. Hicks
|
||
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, 2012
|
$
|
752
|
$
|
100
|
$
|
8
|
(a)
|
$
|
844
|
|||||||
For the year ended December 31, 2013
|
$
|
844
|
$
|
-
|
$
|
81
|
(b)
|
$
|
763
|
|||||||
For the year ended December 31, 2014
|
$
|
763
|
$
|
-
|
$
|
38
|
(c)
|
$
|
725
|
(a)
|
Includes accounts written-off as uncollectible of $15 and a net addition to the allowance balance of $7.
|
(b)
|
Includes accounts written-off as uncollectible of $84 and a net addition to the allowance balance of $3.
|
(c)
|
Includes accounts written-off as uncollectible of $28 and a net reduction to the allowance balance of $10.
|
AllianceBernstein l.p.
|
|||
AllianceBernstein Holding l.p.
|
|||
By:
|
/s/ James A. Gingrich
|
||
James A. Gingrich
|
|||
Chief Operating Officer
|
ACCEPT
|
|
DECLINE
|
1.
|
$___________ 2014 Award
|
2.
|
$___________2014 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 Holding Unit
price used to determine the number of Restricted Units awarded hereunder is $24.24 per Holding Unit, which is the closing price of a Holding Unit as published for composite transactions on the New York Stock Exchange on December 12, 2014.
|
5.
|
Restrictions lapse with respect to the Holding Units in accordance with the following schedule:
|
Date
|
Percentage of Awarded Holding Units
Vested and Delivered
1
on the Date
Indicated
|
|
December 1, 2015
|
25.0%
|
|
December 1, 2016
|
50.0%
|
|
December 1, 2017
|
75.0%
|
|
December 1, 2018
|
100.0%
|
1.
|
$___________ 2014 Award
*
|
2.
|
$___________2014 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.2
*
|
4.
|
The per Holding Unit
price used to determine the number of Restricted Units awarded hereunder is $_____ per Holding Unit, which is the closing price of a Holding Unit as published for composite transactions on the New York Stock Exchange on December 12, 2014.
|
5.
|
Restrictions lapse with respect to the Holding Units in accordance with the following schedule:
|
Date
|
Percentage of Awarded Holding Units
Vested and Delivered
1
on the Date Indicated
|
|
December 1, 2015
|
25.0%
|
|
December 1, 2016
|
50.0%
|
|
December 1, 2017
|
75.0%
|
|
December 1, 2018
|
100.0%
|
AllianceBernstein l.p.
|
|||
By:
|
|||
James A. Gingrich
|
|||
Chief Operating Officer
|
|||
AllianceBernstein Holding l.p.
|
|||
By:
|
|||
James A. Gingrich
|
|||
Chief Operating Officer
|
|||
/s/
|
|||
<<PARTICIPANT>>
|
By:
|
/s/ <<PARTICIPANT>>
|
|
Name:
|
<<PARTICIPANT>>
|
|
Date:
|
January [ ], 2014
|
1.
|
The number of Units that the Participant is entitled to purchase pursuant to the Option granted under this Award Agreement is ______.
|
2.
|
The per Unit price to purchase Units pursuant to the Option granted under this Award Agreement is $22.99 per Unit.
|
3.
|
Percentage of Units With Respect to
|
1. May 15, 2015
|
33.3%
|
2. May 15, 2016
|
66.6%
|
3. May 15, 2017
|
100.0%
|
4. | ______ Restricted Units have been awarded pursuant to this Award Agreement. |
5. | Restrictions lapse with respect to the Units in accordance with the following schedule: |
Percentage of Units
|
|
Vested on the
|
|
Date
|
Date Indicated
|
May 15, 2017
|
100.0%
|
To sell your Units to a third party: |
To donate the Units:
|
|||
q |
You must first identify the buyer for your Units. AllianceBernstein cannot maintain a list of prospective buyers.
|
q
|
The donor must obtain approval of AllianceBernstein and AXA Equitable for the transfer of units.
|
|
q |
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.
|
q
|
Documentation required for consideration of approval includes:
-
Unit Certificate(s)
-
Executed “Stock” Power Form, with guaranteed signature
|
|
q |
Documentation required for consideration of approval includes:
|
-
Letter from Transferee
|
||
-
Unit Certificate(s)
-
Executed “Stock” Power Form, with guaranteed signature
-
Letter from Seller
|
q
|
Additional required documentation should be verified with
AllianceBernstein’s transfer agent, Computershare, at 866 -737-9896 and
www.computershare.com/investor.
|
||
-
Letter from Purchaser
|
||||
To have private Units re-registered to your name if they have been left to you by a deceased party: |
To re-register your certificate to reflect a legal change of name or change in custodian:
|
|||
q |
The beneficiary must obtain approval of AllianceBernstein and AXA Equitable for the transfer of units.
|
q
|
The unitholder must obtain approval of AllianceBernstein and AXA Equitable for the change of name/registration on the unit certificate.
|
|
q |
Documentation required for consideration of approval includes:
|
q
|
Documentation required for consideration of approval includes:
|
|
-
Unit Certificate(s)
|
-
Unit Certificate(s)
|
|||
-
Executed “Stock” Power Form, with guaranteed signature
|
-
Executed “Stock” Power Form, with guaranteed signature
|
|||
-
Copy of death certificate
-
Required Inheritance Tax Waiver for applicable states
|
-
Specific instruction letter indicating the manner in which the new unit certificate should be registered
|
|||
q |
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
.
|
q
|
Additional required documentation should be verified with AllianceBernstein’s transfer agent, Computershare, at 866-737-9896 and www.computershare.com/investor.
|
Parties and Documents
|
1
|
Demised Premises
|
4
|
Monthly Fixed Rent
|
7
|
Electricity
|
12
|
Tax Escalation
|
15
|
Expense Escalation
|
17
|
Cleaning
|
19
|
Maintenance and Repairs
|
22
|
Alterations
|
23
|
Miscellaneous Matters Relating to Improvements
|
24
|
SNDA & Estoppel
|
26
|
Insurance and Liability
|
27
|
Use
|
28
|
Term
|
29
|
Services
|
31
|
Casualty/Condemnation
|
35
|
Assignment/Subletting
|
36
|
Rights to Additional Space
|
38
|
Default and Landlord Remedies
|
40
|
Access
|
42
|
Notices
|
43
|
Landlord:
|
1345 Leasehold LLC, a Delaware limited liability company (“Landlord”)
|
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.
|
· | 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. Landlord's (and, therefore, Alliance's) failure to respond within 15 business days to any request for consent regarding signage is deemed consent (Wachovia Lease §46.3(a)). |
· | 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). |
Approximately 3,000 rsf
:
|
||||
12/01/01 through 11/30/06:
|
$
|
7,000 (Sup17 §13(b)(i))
|
||
12/01/06 through 11/30/11:
|
$
|
8,250 (Sup17 §13(b)(ii))
|
||
12/01/11 through 12/31/19:
|
$
|
9,500 (Sup17 §13(b)(iii))
|
01/16/05 through 01/15/10:
|
$
|
58,333.33 (Sup13 §3(a)(2))
|
||
01/16/10 through 12/31/19:
|
$
|
62,500.00 (Sup13 §3(a)(3); Sup20 §3(b))
|
06/01/07 through 05/31/10:
|
$
|
107,662.50
|
||
06/01/10 through 05/31/13:
|
$
|
118,428.75
|
||
06/01/13 through 05/31/16:
|
$
|
130,271.58
|
||
06/01/16 through 12/30/19:
|
$
|
143,298.79
|
09/01/04 through 08/31/09:
|
$
|
1,419,941.25 (Sup15 §3(a); Sup19 §26)
|
||
09/01/09 through 08/31/14:
|
$
|
1,532,635.00 (Sup15 §3(a); Sup19 §26)
|
||
09/01/14 through 12/31/19:
|
$
|
1,645,328.75 (Sup15 §3(a); Sup19 §26)
|
From the termination or expiration of the Hearst Lease through 04/30/09: | $ | 203,589.75 (Sup19 §3(b)(1)) | ||
05/01/09 through 04/30/14:
|
$
|
219,747.67 (Sup19 §3(b)(2))
|
||
05/01/14 through 12/31/19:
|
$
|
235,905.58 (Sup19 §3(b)(3))
|
12/01/04 through 11/30/10:
|
$
|
172,851.87 (Sup12 §3(a)(1))
|
||
12/01/09 through 12/31/16:
|
$
|
189,313.95 (Sup12 §3(a)(1))
|
05/01/05 through 04/30/09:
|
$
|
172,851.87 (Sup12 §3(b)(1))
|
||
05/01/10 through 12/31/16:
|
$
|
189,313.95 (Sup12 §3(b)(1))
|
7/1/94 through 10/31/09:
|
$
|
45,180.84 (Sup7 §3(c))
|
5/1/09 through 12/31/19:
|
$
|
209,616 (Sup24 §3(b)).
|
05/01/94 through 10/31/09:
|
$
|
120,936.94 (Sup6 §3(a) and §7(b); Sup7 §7))
|
1/1/94 through 10/31/09:
|
$
|
105,185.28 (Sup7 §3(a)(i) and §7)
|
05/01/99 through 10/31/09:
|
$
|
114,614.66 (Sup7 §3(b) and §7)
|
08/01/05 through 07/31/10:
|
$
|
215,974.08 (Sup14 §3(a)(1))
|
||
08/01/10 through 12/31/16:
|
$
|
232,979.92 (Sup14 §3(a)(1))
|
08/01/05 through 07/31/10:
|
$
|
216,201.63 (Sup14 §3(b)(1))
|
||
08/01/10 through 12/31/16:
|
$
|
233,225.38 (Sup14 §3(b)(1))
|
11/01/06 through 10/31/09:
|
$
|
437,872.58 (Sup7 §7)
|
Through 11/30/16:
|
$
|
422,395.67 (Sup11 §2(c)(i); LTR1)
|
Through 4/30/11:
|
$
|
214,170.05 (Sup25 §3(a)(i)).
|
||
5/1/11 through 9/30/11:
|
Abated (Sup25 §3(b)).
|
|||
10/1/11 through 4/30/16:
|
$
|
337,624.00 (Sup25 §3(a)(ii)).
|
||
5/1/16 through 12/31/19:
|
$
|
362,242.41 (Sup25 §3(a)(iii)).
|
5/1/12 through 4/30/17:
|
$
|
740,807.50 (Sup26 §3(a)(ii))
|
||
5/1/17 through 12/31/19:
|
$
|
810,695 (Sup26 §3(a)(iii))
|
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, 45
|
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))
|
|
A determination by Landlord of a change in the ERIF as a result of a survey of electrical consumption in the Demised Premises will be binding on Alliance unless Alliance disputes such determination within 15 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 (orig. §7.03(b)).
|
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, 45
|
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 and 45
|
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).
|
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).
|
Insurance:
|
Alliance will reimburse Landlord for any increases in Landlord’s fire insurance caused by Alliance (orig. §10.03).
|
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).
|
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).
|
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)).
|
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).
|
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).
|
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)
|
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)).
|
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).
|
Expiration Date:
|
December 31, 2019 (Sup15 §12(a)).
With respect to the portion of the premises located on Floor 8 only, the term has been extended to December 31, 2024. (Sup28 §2)
|
|
Early Termination (45
th
Floor):
|
Alliance has exercised its option to terminate the Lease with respect to the 45
th
floor effective 12/31/16 (Sup15, §21).
|
|
Landlord’s 5 Year Extension Option:
|
● |
Landlord may upon written notice to Alliance given on or before 11/30/16, extend the term from 12/31/19 to 12/31/24 (Sup15 §13(a)(i)).
|
● |
Fixed annual rent during such extension period would 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)).
|
|
Alliance’s 5 Year Extension Option:
|
● |
If Landlord extends the term to 12/31/24 as provided above, then on or before 12/31/16, Alliance may extend the term to 12/31/29 (Sup15 §13(b))
|
● |
Fixed annual rent during such extension period would 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 the building (other than concourse or subconcourse space). The method of calculating escalations would remain unchanged for such period (Sup15 §13(b)).
|
|
● |
Upon exercise of this 5 year extension option, Alliance loses its right to exercise its 10 year extension option described below.
|
|
Alliance’s 10 Year Extension Option:
|
● |
Alliance has the option to extend the term for 10 years (Sup9 §12(a)) to expire on 12/31/29 if Landlord does not exercise its 5 year extension option, or 12/31/34 if Landlord does exercise its 5 year extension option and Alliance does not exercise its 5 year extension option.
|
● |
If Landlord does not exercise its 5 year extension option, the exercise deadline for Alliance’s 10 year extension option is no later than 1/31/17, but no earlier than 12/1/16 (Sup15 §13(c)). If Landlord does exercise its 5 year extension option and Alliance does not exercise its 5 year extension option, then the exercise deadline for Alliance’s 10 year extension option is 12/31/21 (Sup9 §12(a)(i)).
|
|
● |
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)).
|
● |
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).
|
|
● |
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)).
|
|
Certain Subleases:
|
Alliance has entered into subleases covering portions of the demised premises. Certain of such subleases have terms that extend beyond the expiration date of the term of the lease. With respect to such subleases, Landlord and Alliance have agreed that if the term of the lease is not extended, then the term of the lease will be extended with respect to the sublet premises.
|
Electricity:
|
See page 14.
|
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).
|
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)).
|
After-Hours Service:
Available upon reasonable notice at Landlord’s established rates, payable upon presentation of bill, provided that:
|
● |
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)). |
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, 45: 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 and 45 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 and 45 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 |
·
place “tombstone” signs on the building plaza
If occupancy decreases to less than 200,000, Landlord may remove Alliance’s signage (Sup9 §10(a)). Landlord has reasonable approval rights as to the design and location of Alliance’s signage. All installation, maintenance and removal work relating to Alliance’s signage will be performed by Landlord at Alliance’s reasonable expense (Sup9 §10(b)).
So long as Alliance and its affiliates are in occupancy of at least 200,000 rsf, Alliance may fly a flag bearing its name and logo, the design of which is subject to landlord’s reasonable approval, from a flagpole on the building plaza. No other flagpole may be installed on the building plaza without Alliance’s approval (Sup9 §10(d)).
Landlord is prohibited from installing any signage in the area of the lobby’s upper elevator bank for an Alliance competitor occupying Floors 46-50, or a majority thereof (Sup13 §19(d)).
|
|
General Contractor:
|
Landlord’s affiliate will act as general contractor for any alteration work performed anywhere in the demised premises for one year after Landlord delivers the 2
nd
and 8
th-
14
th
floors to Alliance following substantial completion of Landlord’s work thereon, for a fee not to exceed 6% of the aggregate cost of such 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.
|
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).
|
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)).
|
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)).
|
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).
|
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).
|
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.
|
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.
|
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.]
|
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.
|
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.
|
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.
|
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.
|
All other space:
|
We have been advised by Judd S. Meltzer Co. Inc. that the companies listed below have leased the floors under leases expiring as follows:
|
Tenant
|
Floor(s)
|
Lease Expiration
|
Arthur Andersen
|
3 through 7
|
04/30/04
|
Linklaters
|
19
|
11/30/13
|
Stern Stewart
|
20
|
04/30/08
|
Smith Barney
|
21 and 22
|
04/30/05
|
Nichimen
|
23
|
04/30/12
|
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)). |
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).
|
|
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).
|
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.
|
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).
|
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.
|
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).
|
Carter-Wallace, Inc.
|
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
|
|
(orig. §31.01)
|
Years Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Fixed Charges:
|
||||||||||||
Interest Expense
|
$
|
2,797
|
$
|
2,962
|
$
|
3,429
|
||||||
Estimate of Interest Component In Rent Expense
(1)
|
-
|
-
|
-
|
|||||||||
Total Fixed Charges
|
$
|
2,797
|
$
|
2,962
|
$
|
3,429
|
||||||
Earnings:
|
||||||||||||
Income (Loss) Before Income Taxes and Non-Controlling Interest in Earnings of Consolidated Entities
|
$
|
608,621
|
$
|
564,251
|
$
|
202,365
|
||||||
Other
|
1,379
|
16,337
|
24,675
|
|||||||||
Fixed Charges
|
2,797
|
2,962
|
3,429
|
|||||||||
Total Earnings
|
$
|
612,797
|
$
|
583,550
|
$
|
230,469
|
||||||
Consolidated Ratio Of Earnings To Fixed Charges
|
219.09
|
197.01
|
67.21
|
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 12, 2015
|
/s/ Peter S. Kraus
|
|
Peter S. Kraus
|
||
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 12, 2015
|
/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 12, 2015
|
/s/ Peter S. Kraus
|
|
Peter S. Kraus
|
||
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 12, 2015
|
/s/ John C. Weisenseel
|
|
John C. Weisenseel
|
||
Chief Financial Officer
|
||
AllianceBernstein Holding L.P.
|