form10q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 10-Q

(Mark One)

ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
     
 
For the quarterly period ended March 31, 2009
  
     
 
OR
  
     
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  

For the transition period from                         to

Commission File No.  001-09818

AllianceBernstein Holding l.p.
(Exact name of registrant as specified in its charter)

Delaware
13-3434400
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, New York, NY  10105
(Address of principal executive offices)
(Zip Code)

(212) 969-1000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes
ý
No
o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes
o
No
o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý
  
Accelerated filer o
     
Non-accelerated filer o (Do not check if a smaller reporting company)
  
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes
o
No
ý

The number of units representing assignments of beneficial ownership of limited partnership interests outstanding as of March 31, 2009 was 91,956,176.*

*includes 100,000 units of general partnership interest having economic interests equivalent to the economic interests of the units representing assignments of beneficial ownership of limited partnership interests.
 
 
 
 

ALLIANCEBERNSTEIN HOLDING L.P.

Index to Form 10-Q

   
Page
     
 
Part I
  
     
 
FINANCIAL INFORMATION
  
     
Item 1.
  
     
 
1
     
 
2
     
 
3
     
 
4-8
     
 
9
     
Item 2.
10-11
     
Item 3.
12
     
Item 4.
12
     
 
Part II
  
     
 
OTHER INFORMATION
  
     
Item 1.
13
     
Item 1A.
13
     
Item 2.
13
     
Item 3.
13
     
Item 4.
13
     
Item 5.
13
     
Item 6.
14
     
15

 

Part I

FINANCIAL INFORMATION

Item 1.    Financial Statements

ALLIANCEBERNSTEIN HOLDING L.P.
Condensed Statements of Financial Condition
(in thousands, except unit amounts)

   
March 31,
2009
    
December 31,
2008
  
   
(unaudited)
        
             
ASSETS
            
             
Investment in AllianceBernstein
   $ 1,599,128     $ 1,600,045  
Due from AllianceBernstein
     2,591       —  
Other assets
     10       1,397  
Total assets
   $ 1,601,729     $ 1,601,442  
                 
LIABILITIES AND PARTNERS’ CAPITAL
                
                 
Liabilities:
                
Payable to AllianceBernstein
   $ —     $ 4,825  
Other liabilities
     4,966       462  
Total liabilities
     4,966       5,287  
                 
Commitments and contingencies (See Note 7)
                
                 
Partners’ capital:
                
General Partner: 100,000 general partnership units issued and outstanding
     1,611       1,633  
Limited partners: 91,856,176 and 90,223,767 limited partnership units issued and outstanding
     1,621,520       1,618,985  
Accumulated other comprehensive income (loss)
     (26,368 )     (24,463 )
Total partners’ capital
     1,596,763       1,596,155  
Total liabilities and partners’ capital
   $ 1,601,729     $ 1,601,442  

See Accompanying Notes to Condensed Financial Statements.

1

ALLIANCEBERNSTEIN HOLDING L.P.
Condensed Statements of Income
(in thousands, except per unit amounts)
(unaudited)

   
Three Months Ended March 31,
  
   
2009
    
2008
  
             
Equity in net income attributable to AllianceBernstein Unitholders
  
$
12,612
    
$
81,997
  
                 
Income taxes
    
5,877
      
9,561
  
                 
Net income
  
$
6,735
    
$
72,436
  
                 
Net income per unit:
                
Basic
  
$
0.07
    
$
0.83
  
Diluted
  
$
0.07
    
$
0.83
  

See Accompanying Notes to Condensed Financial Statements.

2

ALLIANCEBERNSTEIN HOLDING L.P.
Condensed Statements of Cash Flows
(in thousands)
(unaudited)

   
Three Months Ended March 31,
  
   
2009
    
2008
  
Cash flows from operating activities:
            
Net income
  
$
6,735
    
$
72,436
  
Adjustments to reconcile net income to net cash used in operating activities:
                
Equity in net income attributable to AllianceBernstein Unitholders
    
(12,612
)
    
(81,997
)
Changes in assets and liabilities:
                
Decrease in other assets
    
1,387
      
703
  
(Increase) in due from AllianceBernstein
    
(2,591
)
    
(2,157
)
(Decrease) in payable to AllianceBernstein
    
(4,825
)
    
(7,460
)
Increase in other liabilities
    
4,504
      
8,847
  
Net cash used in operating activities
    
(7,402
)
    
(9,628
)
                 
Cash flows from investing activities:
                
Investment in AllianceBernstein with proceeds from exercise of compensatory options to buy Holding Units
    
—
      
(4,581
)
Cash distributions received from AllianceBernstein
    
34,007
      
102,086
  
Net cash provided by investing activities
    
34,007
      
97,505
  
                 
Cash flows from financing activities:
                
Cash distributions to unitholders
    
(26,605
)
    
(92,458
)
Proceeds from exercise of compensatory options to buy Holding Units
    
—
      
4,581
  
Net cash used in financing activities
    
(26,605
)
    
(87,877
)
                 
Change in cash and cash equivalents
    
—
      
—
  
Cash and cash equivalents as of beginning of period
    
—
      
—
  
Cash and cash equivalents as of end of period
  
$
—
    
$
—
  
                 
Non-cash investing activities:
                
Changes in accumulated other comprehensive income
  
$
(1,905
)
  
$
2,543
  
Awards of Holding Units made by AllianceBernstein under deferred compensation plans, net of forfeitures
    
22,980
      
71,093
  
                 
Non-cash financing activities:
                
Purchases of Holding Units by AllianceBernstein to fund deferred compensation plans, net of issuances
    
(597
)
    
(4,855
)

See Accompanying Notes to Condensed Financial Statements.

3

ALLIANCEBERNSTEIN HOLDING L.P.
Notes to Condensed Financial Statements
March 31, 2009
(unaudited)

The words “we” and “our” refer collectively to AllianceBernstein Holding L.P. (“Holding”) and AllianceBernstein L.P.  and its subsidiaries (“AllianceBernstein”), or to their officers and employees. Similarly, the word “company” refers to both Holding and AllianceBernstein. Where the context requires distinguishing between Holding and AllianceBernstein, we identify which of them is being discussed. Cross-references are in italics.

1.
Business Description and Organization

Holding’s principal source of income and cash flow is attributable to its investment in AllianceBernstein limited partnership interests. The condensed financial statements and notes of Holding should be read in conjunction with the condensed consolidated financial statements and notes of AllianceBernstein included as an exhibit to this quarterly report on Form 10-Q and with Holding’s and AllianceBernstein’s audited financial statements included in Holding’s Form 10-K for the year ended December 31, 2008.

AllianceBernstein provides research, diversified investment management and related services globally to a broad range of clients. Its principal services include:

 
•
Institutional Investment Services – servicing its institutional clients, including unaffiliated corporate and public employee pension funds, endowment funds, domestic and foreign institutions and governments, and affiliates such as AXA and certain of its insurance company 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 individual clients, primarily by means of retail mutual funds sponsored by AllianceBernstein 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 Client Services – servicing its private clients, including high-net-worth individuals, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities, by means of separately managed accounts, hedge funds, mutual funds and other investment vehicles.

 
•
Institutional Research Services – servicing its institutional clients seeking independent research, portfolio strategy and brokerage-related services.

AllianceBernstein also provides distribution, shareholder servicing and administrative services to the mutual funds it sponsors.

AllianceBernstein provides a broad range of services with expertise in:

 
•
Value equities, generally targeting stocks that are out of favor and that may trade at bargain prices;

 
•
Growth equities, generally targeting stocks with under-appreciated growth potential;

 
•
Fixed income securities, including both taxable and tax-exempt securities;

 
•
Blend strategies, combining style-pure investment components with systematic rebalancing;

 
•
Passive management, including both index and enhanced index strategies;

 
•
Alternative investments, such as hedge funds, currency management strategies and venture capital; and

 
•
Asset allocation, by which AllianceBernstein offers specifically-tailored investment solutions for its clients (e.g., customized target-date fund retirement services for institutional defined contribution plan clients).

AllianceBernstein manages these services using various investment disciplines, including market capitalization (e.g., large-, mid- and small-cap equities), term (e.g., long-, intermediate- and short-duration debt securities), and geographic location (e.g., U.S., international, global and emerging markets), as well as local and regional disciplines in major markets around the world.

AllianceBernstein’s independent research is the foundation of its business. AllianceBernstein’s research disciplines include fundamental research, quantitative research, economic research and currency forecasting capabilities. In addition, AllianceBernstein has created several specialized research units, including one unit that examines global strategic changes that can affect multiple industries and geographies, and another dedicated to identifying potentially successful innovations within private early-stage growth companies.

4

As of March 31, 2009, AXA, a société anonyme organized under the laws of France and the holding company for an international group of insurance and related financial services companies, AXA Financial, Inc. (an indirect wholly-owned subsidiary of AXA, “AXA Financial”), AXA Equitable Life Insurance Company (a wholly-owned subsidiary of AXA Financial, “AXA Equitable”), and certain subsidiaries of AXA Financial and AXA, collectively referred to as “AXA and its subsidiaries”, owned approximately 1.6% of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in Holding (“Holding Units”).

As of March 31, 2009, the ownership structure of AllianceBernstein, expressed as a percentage of general and limited partnership interests, was as follows:

AXA and its subsidiaries
    
63.7
%
Holding
    
34.3
  
Unaffiliated holders
    
2.0
  
     
100.0
%

AllianceBernstein Corporation (an indirect wholly-owned subsidiary of AXA, “General Partner”) is the general partner of both Holding and AllianceBernstein. AllianceBernstein Corporation owns 100,000 general partnership units in Holding and a 1% general partnership interest in AllianceBernstein. Including both the general partnership and limited partnership interests in Holding and AllianceBernstein, AXA and its subsidiaries had an approximate 64.3% economic interest in AllianceBernstein as of March 31, 2009.
 
On January 6, 2009, AXA America Holdings, Inc., a wholly-owned subsidiary of AXA, purchased the remaining 8,160,000 AllianceBernstein Units held by SCB Partners, Inc. (a wholly-owned subsidiary of SCB Inc., formerly known as Sanford C. Bernstein Inc.).
 
2.
Summary of Significant Accounting Policies

Basis of Presentation

The interim condensed financial statements of Holding included herein have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the interim results, have been made. The preparation of the condensed financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the condensed financial statements and the reported amounts of revenues and expenses during the interim reporting periods. Actual results could differ from those estimates. The December 31, 2008 condensed statement of financial condition was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Investment in AllianceBernstein

Holding records its investment in AllianceBernstein using the equity method of accounting. Holding’s investment is increased to reflect its proportionate share of income of AllianceBernstein and decreased to reflect its proportionate share of losses of AllianceBernstein and cash distributions made by AllianceBernstein to its unitholders. In addition, Holding’s investment is adjusted to reflect certain capital transactions of AllianceBernstein.

Cash Distributions

Holding is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Agreement of Limited Partnership of Holding (“Holding Partnership Agreement”), to its unitholders pro rata in accordance with their percentage interests in Holding. Available Cash Flow is defined as the cash distributions Holding receives from AllianceBernstein minus such amounts as the General Partner determines, in its sole discretion, should be retained by Holding for use in its business.

On April 22, 2009, the General Partner declared a distribution of $6.4 million, or $0.07 per unit, representing Available Cash Flow for the three months ended March 31, 2009. Each general partnership unit in Holding is entitled to receive distributions equal to those received by each Holding Unit. The distribution is payable on May 14, 2009 to holders of record at the close of business on May 4, 2009.

5

Compensatory Option Plans
 
AllianceBernstein maintains certain compensation plans under which options to buy Holding Units have been, or may be, granted to employees of AllianceBernstein and independent directors of the General Partner. In accordance with Statement of Financial Accounting Standards No. 123 (revised 2004), (“SFAS No. 123-R”), “Share Based Payment”, AllianceBernstein recognizes compensation expense related to grants of compensatory options in its financial statements. Under the fair value method, compensatory expense is measured at the grant date based on the estimated fair value of the award (determined using the Black-Scholes option valuation model) and is recognized ratably over the vesting period. Holding exchanges the proceeds from exercises of Holding Unit options for AllianceBernstein Units and thereby increases its investment in AllianceBernstein.

3.
Net Income Per Unit

Basic net income per unit is derived by dividing net income by the basic weighted average number of units outstanding for each period. Diluted net income per unit is derived by adjusting net income for the assumed dilutive effect of compensatory options (“Net income – diluted”) and dividing by the diluted weighted average number of units outstanding for each period.

   
Three Months Ended March 31,
  
   
2009
    
2008
  
   
(in thousands, except per unit amounts)
  
             
Net income – basic
  
$
6,735
    
$
72,436
  
Additional allocation of equity in net income attributable to AllianceBernstein resulting from assumed dilutive effect of compensatory options
    
—
      
170
  
Net income – diluted
  
$
6,735
    
$
72,606
  
                 
Weighted average units outstanding - basic
    
91,538
      
87,233
  
Dilutive effect of compensatory options
    
—
      
316
  
Weighted average units outstanding - diluted
    
91,538
      
87,549
  
                 
Basic net income per unit
  
$
0.07
    
$
0.83
  
Diluted net income per unit
  
$
0.07
    
$
0.83
  

As of March 31, 2009 and 2008, we excluded, respectively, 12,822,155 and 3,667,552 out-of-the-money options (i.e., options with an exercise price greater than the weighted average closing price of a unit for the relevant period) from the diluted net income per unit computation due to their anti-dilutive effect.

4.
Investment in AllianceBernstein

Changes in Holding’s investment in AllianceBernstein for the three-month period ended March 31, 2009 were as follows (in thousands):

Investment in AllianceBernstein as of December 31, 2008
  
$
1,600,045
  
Equity in net income attributable to AllianceBernstein Unitholders
    
12,612
  
Changes in accumulated other comprehensive income
    
(1,905
)
Cash distributions received from AllianceBernstein
    
(34,007
)
Purchases of Holding Units by AllianceBernstein to fund deferred compensation plans, net of issuances
    
(597
)
Awards of Holding Units made by AllianceBernstein under deferred compensations plans, net of forfeitures
    
22,980
  
Investment in AllianceBernstein as of March 31, 2009
  
$
1,599,128
  

6

5.
Units Outstanding

The following table summarizes the activity in Holding Units:

Outstanding as of December 31, 2008
    
90,323,767
  
Options exercised
    
—
  
Units issued
    
1,587,114
  
Units awarded
    
46,163
  
Units forfeited
    
(868
)
Outstanding as of March 31, 2009
    
91,956,176
  

Units issued pertain to Holding Units issued by AllianceBernstein to fund deferred compensation plan elections by participants. Units awarded and units forfeited pertain to restricted unit awards to independent members of the Board of Directors and to Century Club Plan unit awards to AllianceBernstein employees whose primary responsibilities are to assist in the distribution of company-sponsored mutual funds and who meet certain sales targets.

6.
Income Taxes

Holding is a publicly-traded partnership for federal tax purposes and, accordingly, is not subject to federal or state corporate income taxes. However, Holding is subject to the 4.0% New York City unincorporated business tax (“UBT”), net of credits for UBT paid by AllianceBernstein, and to a 3.5% federal tax on partnership gross income from the active conduct of a trade or business. Holding’s partnership gross income is derived from its interest in AllianceBernstein.

In order to preserve Holding’s status as a “grandfathered” publicly-traded partnership for federal income tax purposes, management ensures that Holding does not directly or indirectly (through AllianceBernstein) enter into a substantial new line of business. If Holding were to lose its status as a grandfathered publicly-traded partnership, it would be subject to corporate income tax, which would reduce materially Holding’s net income and its quarterly distributions to Holding unitholders.

7.
Commitments and Contingencies

Legal and regulatory matters described below pertain to AllianceBernstein and are included here due to their potential significance to Holding’s investment in AllianceBernstein.

With respect to all significant litigation matters, we consider the likelihood of a negative outcome. If we determine the likelihood of a negative outcome is probable, and the amount of the loss can be reasonably estimated, we record an estimated loss for the expected outcome of the litigation as required by Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies”, and FASB Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss – an interpretation of FASB Statement No. 5”. If the likelihood of a negative outcome is reasonably possible and we are able to determine an estimate of the possible loss or range of loss, we disclose that fact together with the estimate of the possible loss or range of loss. However, it may be difficult to predict the outcome or estimate a possible loss or range of loss because litigation is subject to inherent uncertainties, particularly when plaintiffs allege substantial or indeterminate damages, or when the litigation is highly complex or broad in scope. In such cases, we disclose that we are unable to predict the outcome or estimate a possible loss or range of loss.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against, among others, AllianceBernstein, Holding and the General Partner. The Hindo Complaint alleges that certain defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of certain of our U.S. mutual fund securities, violating various securities laws.

Following October 2, 2003, additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against AllianceBernstein and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Holding; and claims brought under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) by participants in the Profit Sharing Plan for Employees of AllianceBernstein.

On April 21, 2006, AllianceBernstein and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which we previously expensed and disclosed, has been disbursed. The derivative claims brought on behalf of Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

7

We intend to vigorously defend against the lawsuit involving derivative claims brought on behalf of Holding. At the present time, we are unable to predict the outcome or estimate a possible loss or range of loss in respect of this matter because of the inherent uncertainty regarding the outcome of complex litigation, and the fact that the plaintiffs did not specify an amount of damages sought in their complaint.

We are involved in various other matters, including regulatory inquiries, administrative proceedings and litigation, some of which allege material damages. While any inquiry, proceeding or litigation has the element of uncertainty, management believes that the outcome of any one of the other regulatory inquiries, administrative proceedings, lawsuits or claims that is pending or threatened, or all of them combined, will not have a material adverse effect on our results of operations or financial condition.
 
8.
Comprehensive Income
 
Partners’ capital is adjusted to reflect certain capital transactions of AllianceBernstein. Comprehensive income consisted of:

 
Three Months Ended March 31,
  
 
2009
  
2008
  
 
(in thousands)
  
         
Net income
   $ 6,735     $ 72,436  
Other comprehensive income (loss), net of tax:
                
Unrealized gains (losses) on investments
     172       (997 )
Foreign currency translation adjustment
     (2,016 )     3,583  
Changes in retirement plan related items
     (61 )     (43 )
      (1,905 )     2,543  
Comprehensive income
   $ 4,830     $ 74,979  

8

Report of Independent Registered Public Accounting Firm

To the General Partner and Unitholders
AllianceBernstein Holding L.P.

We have reviewed the accompanying condensed statement of financial condition of AllianceBernstein Holding L.P. (“AllianceBernstein Holding”) as of March 31, 2009, the related condensed statements of income for the three-month periods ended March 31, 2009 and 2008, and the condensed statements of cash flows for the three-month periods ended March 31, 2009 and 2008. These interim financial statements are the responsibility of the management of AllianceBernstein Corporation, the General Partner.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statement of financial condition as of December 31, 2008, and the related statements of income, of changes in partners’ capital and comprehensive income, and of cash flows for the year then ended (not presented herein), and in our report dated February 20, 2009, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed statement of financial condition as of December 31, 2008 is fairly stated in all material respects in relation to the statement of financial condition from which it has been derived.


/s/ PricewaterhouseCoopers LLP
  
New York, New York
May 8, 2009

9

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Holding’s principal source of income and cash flow is attributable to its investment in AllianceBernstein limited partnership interests. The Holding interim condensed financial statements and notes and management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with those of AllianceBernstein included as an exhibit to this Form 10-Q. They should also be read in conjunction with AllianceBernstein’s audited financial statements and notes and MD&A included in Holding’s Form 10-K for the year ended December 31, 2008.
 
Results of Operations

 
Three Months Ended March 31,
        
 
2009
  
2008
    
% Change
  
 
(in millions, except per unit amounts)
        
               
Net income attributable to AllianceBernstein Unitholders
   $ 36.9     $ 247.4       (85.1 )%
Weighted average equity ownership interest
     34.2 %     33.1 %        
Equity in net income attributable to AllianceBernstein Unitholders
   $ 12.6     $ 82.0       (84.6 )
Net income of Holding
   $ 6.7     $ 72.4       (90.7 )
Diluted net income per Holding Unit
   $ 0.07     $ 0.83       (91.6 )
Distribution per Holding Unit
   $ 0.07     $ 0.83       (91.6 )
 
Net income for the three months ended March 31, 2009 decreased $65.7 million to $6.7 million from net income of $72.4 million for the three months ended March 31, 2008. The decrease reflects lower equity in net income attributable to AllianceBernstein Unitholders. See AllianceBernstein’s MD&A contained in Exhibit 99.1.
 
Capital Resources and Liquidity
 
The following table identifies selected items relating to capital resources and liquidity:

   
Three Months Ended March 31,
        
   
2009
    
2008
    
% Change
  
   
(in millions)
        
                   
Partners’ capital, as of March 31
  
$
1,596.8
    
$
1,620.8
      
(1.5
)%
Distributions received from AllianceBernstein
    
34.0
      
102.1
      
(66.7
)
Distributions paid to unitholders
    
(26.6
)
    
(92.5
)
    
(71.2
)
Proceeds from exercise of compensatory options to buy Holding Units
    
—
      
4.6
      
(100.0
)
Investment in AllianceBernstein with proceeds from exercise of compensatory options to buy Holding Units
    
—
      
(4.6
)
    
(100.0
)
Purchases of Holding Units by AllianceBernstein to fund deferred compensation plans, net of issuances
    
(0.6
)
    
(4.9
)
    
(87.7
)
Awards of Holding Units made by AllianceBernstein under deferred compensation plans, net of forfeitures
    
23.0
      
71.1
      
(67.7
)
Available Cash Flow
    
6.4
      
72.5
      
(91.1
)

Cash and cash equivalents were zero as of March 31, 2009 and 2008.  Cash inflows from AllianceBernstein distributions received were offset by cash distributions paid to unitholders and income taxes paid. Holding is required to distribute all of its Available Cash Flow, as defined in the Holding Partnership Agreement, to its unitholders (including the General Partner). Management believes that the cash flow realized from its investment in AllianceBernstein will provide Holding with the resources to meet its financial obligations. See Note 2 to the condensed financial statements contained in Item 1 for a description of Available Cash Flow.
 
Commitments and Contingencies

See Note 7 to the condensed financial statements contained in Item 1.

10

CAUTIONS REGARDING FORWARD-LOOKING STATEMENTS
 
Certain statements provided by management in this report and in the portion of AllianceBernstein’s Form 10-Q attached hereto as Exhibit 99.1 are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The most significant of these factors include, but are not limited to, the following: the performance of financial markets, the investment performance of sponsored investment products and separately managed accounts, general economic conditions, industry trends, future acquisitions, competitive conditions and government regulations, including changes in tax regulations and rates and the manner in which the earnings of publicly-traded partnerships are taxed. We caution readers to carefully consider such factors. Further, such forward-looking statements speak only as of the date on which such statements are made; we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. For further information regarding these forward-looking statements and the factors that could cause actual results to differ, see “Risk Factors” in Part I, Item 1A of our Form 10-K for the year ended December 31, 2008 and Part II, Item 1A in this Form 10-Q. Any or all of the forward-looking statements that we make in this Form 10-Q, other documents we file with or furnish to the SEC, and any other public statements we issue, may turn out to be wrong. It is important to remember that other factors besides those listed in “Risk Factors” and those listed below could also adversely affect our revenues, financial condition, results of operations and business prospects.
 
The forward-looking statements referred to in the preceding paragraph include statements regarding:
 
 
•
Our backlog of new institutional mandates not yet funded: Before they are funded, institutional mandates do not represent legally binding commitments to fund and, accordingly, the possibility exists that not all mandates will be funded in the amounts and at the times we currently anticipate.
 
 
•
The possibility that prolonged weakness in asset values may result in impairment of goodwill, intangible assets and the deferred sales commission asset: To the extent that securities valuations remain depressed for prolonged periods of time and market conditions stagnate or worsen, our assets under management, revenues, profitability and unit price may be adversely affected. As a result, subsequent impairment tests may be based upon different assumptions and future cash flow projections which may result in an impairment of goodwill, intangible assets and the deferred sales commission asset.
 
 
 •
The cash flow Holding realizes from its investment in AllianceBernstein providing Holding with the resources necessary to meet its financial obligations: Holding’s cash flow is dependent on the quarterly cash distributions it receives from AllianceBernstein. Accordingly, Holding’s ability to meet its financial obligations is dependent on AllianceBernstein’s cash flow from its operations, which is subject to the performance of the capital markets and other factors beyond our control.
 
 
 •
Our solid financial foundation and access to public and private debt providing adequate liquidity for our general business needs: Our solid financial foundation is dependent on our cash flow from operations, which is subject to the performance of the capital markets, our ability to maintain and grow our assets under management and other factors beyond our control. Our access to public and private debt, as well as the market for debt or equity we may choose to issue, may be limited by adverse market conditions, 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 legal proceedings to have a material adverse effect on our results of operations or financial condition, any settlement or judgment with respect to a legal proceeding could be significant, and could have a material adverse effect on our results of operations or financial condition.
 
 
•
Our expectation that, when a sustained market recovery occurs, the potential for outsized investment returns that has been building should begin to be realized: Historical performance is not necessarily indicative of future results or market movements. The actual performance of the capital markets and other factors beyond our control will affect our investment success for clients and asset flows.
 
 
•
Our expectation that our lower expense base can support substantial future growth of our clients’ AUM, thus providing strong positive operating and financial leverage: Unanticipated events and factors may cause us to expand our expense base, thus limiting the extent to which we benefit from any positive leverage.

OTHER INFORMATION
 
With respect to the unaudited condensed interim financial information of Holding for the three months ended March 31, 2009, included in this quarterly report on Form 10-Q, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information.  However, their separate report dated May 8, 2009 appearing herein states that they did not audit and they do not express an opinion on the unaudited condensed interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933, as amended (“Securities Act”) for their report on the unaudited condensed interim financial information because that report is not a “report” or a “part” of registration statements prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
There have been no material changes to Holding’s market risk for the quarter ended March 31, 2009.
 
Item 4. Controls and Procedures
 
Disclosure Controls and Procedures
 
Holding and AllianceBernstein each maintains a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported in a timely manner, and (ii) accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to permit timely decisions regarding our disclosure.
 
As of the end of the period covered by this report, management carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures are effective.
 
Changes in Internal Control over Financial Reporting
 
No change in our internal control over financial reporting occurred during the first quarter of 2009 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II

OTHER INFORMATION

Legal Proceedings

See Note 7 to the condensed financial statements contained in Part I, Item 1.

Risk Factors

In addition to the information set forth in this report, please consider carefully “Risk Factors” in Part I, Item 1A of our Form 10-K for the year ended December 31, 2008.  Such factors could materially affect our revenues, financial condition, results of operations and business prospects. See also our cautions regarding forward-looking statements in Part I, Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds
 
There were no Holding Units sold by Holding in the period covered by this report that were not registered under the Securities Act.

The following table provides information relating to any purchases of Holding Units by AllianceBernstein made in the quarter covered by this report:
 
ISSUER PURCHASES OF EQUITY SECURITIES

Period
  
(a)
Total Number
of Units
Purchased
    
(b)
Average Price
Paid
Per Unit, net of
Commissions
    
(c)
Total Number of
Units Purchased as
Part of Publicly
Announced Plans
or Programs
    
(d)
Maximum Number
(or Approximate
Dollar Value) of
Units that May Yet
Be Purchased Under
the Plans or
Programs
  
1/1/09 - 1/31/09
    
53,795
    
$
17.08
      
—
      
—
  
2/1/09 - 2/28/09
    
—
      
—
      
—
      
—
  
3/1/09 - 3/31/09
    
5,379
      
12.23
      
—
      
—
  
Total
    
59,174
    
$
16.64
      
—
      
—
  
 
All Holding Units were purchased from employees to allow them to fulfill statutory withholding tax requirements at the time of distribution of deferred compensation awards.

Defaults Upon Senior Securities

None.

Submission of Matters to a Vote of Security Holders

None.

Other Information

None.

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Exhibits
 
Letter from PricewaterhouseCoopers LLP, our independent registered public accounting firm, regarding unaudited interim financial information.
   
Certification of Mr. Kraus furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certification of Mr. Joseph furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certification of Mr. Kraus furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
Certification of Mr. Joseph furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
Part I, Items 1 through 4 of the AllianceBernstein L.P. Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
 
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 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: May 8, 2009
AllianceBernstein Holding l.p.
       
 
By:
/s/ Robert H. Joseph, Jr.
  
   
Robert H. Joseph, Jr.
   
Senior Vice President and Chief Financial Officer
 
 
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