ALLIANCEBERNSTEIN L.P. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - ALLIANCEBERNSTEIN L.P.	Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - ALLIANCEBERNSTEIN L.P.	ex31_1.htm
EX-32.1 - EXHIBIT 32.1 - ALLIANCEBERNSTEIN L.P.	ex32_1.htm
EX-15.1 - EXHIBIT 15.1 - ALLIANCEBERNSTEIN L.P.	ex15_1.htm
EX-31.2 - EXHIBIT 31.2 - ALLIANCEBERNSTEIN L.P.	ex31_2.htm
EX-32.2 - EXHIBIT 32.2 - ALLIANCEBERNSTEIN L.P.	ex32_2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

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. 000-29961

AllianceBernstein l.p.

(Exact name of registrant as specified in its charter)

Delaware	13-4064930
(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 T

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 T

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 T	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 T

The number of units of limited partnership interest outstanding as of March 31, 2011 was 277,952,865.

ALLIANCEBERNSTEIN L.P.

Index to Form 10-Q

		Page

	Part I

	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Statements of Financial Condition	1

	Condensed Consolidated Statements of Income	2

	Condensed Consolidated Statements of Cash Flows	3

	Notes to Condensed Consolidated Financial Statements	4-21

	Report of Independent Registered Public Accounting Firm	22

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23-39

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4.	Controls and Procedures	40

	Part II

	OTHER INFORMATION

Item 1.	Legal Proceedings	41

Item 1A.	Risk Factors	41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 3.	Defaults Upon Senior Securities	41

Item 4.	(Removed and Reserved)	41

Item 5.	Other Information	41

Item 6.	Exhibits	42

SIGNATURE		43

Index

Part I

FINANCIAL INFORMATION

Item 1. Financial Statements

ALLIANCEBERNSTEIN L.P.

AND SUBSIDIARIES

Condensed Consolidated Statements of Financial Condition

(in thousands, except unit amounts)

	March 31, 2011			December 31, 2010
	(unaudited)

ASSETS
Cash and cash equivalents	$	412,562			$	650,191
Cash and securities segregated, at fair value (cost: $1,328,520 and $1,109,785)		1,328,701				1,109,891
Receivables, net:
Brokers and dealers		286,266				299,314
Brokerage clients		705,577				747,049
Fees		336,061				343,473
Investments:
Deferred compensation-related		267,593				298,705
Other		619,766				457,850
Furniture, equipment and leasehold improvements, net		289,530				300,442
Goodwill		2,939,170				2,939,170
Intangible assets, net		200,342				205,862
Deferred sales commissions, net		71,304				76,156
Other assets		164,157				151,284
Total assets	$	7,621,029			$	7,579,387

LIABILITIES AND CAPITAL
Liabilities:
Payables:
Brokers and dealers	$	169,439			$	221,370
Securities sold not yet purchased		97,638				50,539
Brokerage clients		1,771,342				1,750,737
AllianceBernstein mutual funds		98,247				77,179
Accounts payable and accrued expenses		427,364				422,860
Accrued compensation and benefits		331,566				338,560
Debt		265,998				224,991
Total liabilities		3,161,594				3,086,236

Commitments and contingencies (See Note 8)

Capital:
General Partner		48,996				48,964
Limited partners: 277,952,865 and 278,115,232 units issued and outstanding		4,905,353				4,902,854
Capital contributions receivable from General Partner		(15,285	)			(15,973	)
Holding Units held for deferred compensation plans		(545,140	)			(535,410	)
Accumulated other comprehensive income (loss)		(18,026	)			(31,801	)
Partners’ capital attributable to AllianceBernstein Unitholders		4,375,898				4,368,634
Non-controlling interests in consolidated entities		83,537				124,517
Total capital		4,459,435				4,493,151
Total liabilities and capital	$	7,621,029			$	7,579,387

See Accompanying Notes to Condensed Consolidated Financial Statements

Index

ALLIANCEBERNSTEIN L.P.

AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(in thousands, except per unit amounts)

(unaudited)

	Three Months Ended March 31,
	2011		2010

Revenues:
Investment advisory and services fees	$	514,992	$	512,252
Bernstein research services		119,624		110,752
Distribution revenues		88,827		80,349
Dividend and interest income		5,092		3,911
Investment gains (losses)		976		(8,020	)
Other revenues		26,855		26,562
Total revenues		756,366		725,806
Less: Interest expense		976		720
Net revenues		755,390		725,086

Expenses:
Employee compensation and benefits		339,501		319,425
Promotion and servicing:
Distribution-related payments		74,756		66,750
Amortization of deferred sales commissions		10,326		12,121
Other		53,342		42,828
General and administrative:
General and administrative		132,891		126,065
Real estate charges		18		11,983
Interest on borrowings		686		555
Amortization of intangible assets		5,435		5,377
Total expenses		616,955		585,104

Operating income		138,435		139,982

Non-operating income		—		4,515

Income before income taxes		138,435		144,497

Income taxes		10,009		13,004

Net income		128,426		131,493

Net loss of consolidated entities attributable to non-controlling interests		8,046		16,773

Net income attributable to AllianceBernstein Unitholders	$	136,472	$	148,266

Net income per AllianceBernstein Unit:
Basic	$	0.49	$	0.53
Diluted	$	0.48	$	0.53

See Accompanying Notes to Condensed Consolidated Financial Statements

Index

ALLIANCEBERNSTEIN L.P.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2011			2010

Cash flows from operating activities:
Net income	$	128,426		$	131,493
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Amortization of deferred sales commissions		10,326			12,121
Amortization of non-cash deferred compensation		42,757			25,765
Depreciation and other amortization		20,592			21,060
Unrealized (gains) on deferred compensation-related investments		(13,012	)		(23,887	)
Unrealized loss on consolidated venture capital fund		6,997			20,598
Real estate asset write-off charges		—			5,196
Other, net		1,084			127
Changes in assets and liabilities:
(Increase) in segregated cash and securities		(218,810	)		(19,510	)
Decrease (increase) in receivables		75,768			(162,196	)
(Increase) in investments		(126,647	)		(606	)
(Increase) in deferred sales commissions		(5,474	)		(8,963	)
(Increase) in other assets		(12,967	)		(23,905	)
Increase in payables		23,033			181,370
Increase in accounts payable and accrued expenses		8,311			34,031
(Decrease) increase in accrued compensation and benefits		(7,689	)		25,399
Net cash (used in) provided by operating activities		(67,305	)		218,093
Cash flows from investing activities:
Purchases of investments		(13	)		(63	)
Proceeds from sales of investments		2,322			31
Additions to furniture, equipment and leasehold improvements, net		(3,690	)		(469	)
Purchase of Australian joint venture		(21,384	)		—
Net cash used in investing activities		(22,765	)		(501	)
Cash flows from financing activities:
Issuance (repayment) of commercial paper, net		40,820			(43,090	)
(Decrease) increase in overdrafts payable		(4,642	)		24,025
Distributions to General Partner and unitholders		(136,718	)		(194,343	)
Distributions to non-controlling interests in consolidated entities		(550	)		(1,565	)
Capital contributions from General Partner		926			897
Additional investment by Holding with proceeds from exercise of compensatory options to buy Holding Units		449			5,251
Purchases of Holding Units to fund deferred compensation plan awards, net		(49,823	)		(23,754	)
Purchases of AllianceBernstein Units		(4,273	)		—
Other		(19	)		(16	)
Net cash used in financing activities		(153,830	)		(232,595	)
Effect of exchange rate changes on cash and cash equivalents		6,271			(14,720	)
Net (decrease) in cash and cash equivalents		(237,629	)		(29,723	)
Cash and cash equivalents as of beginning of the period		650,191			614,216
Cash and cash equivalents as of end of the period	$	412,562		$	584,493

See Accompanying Notes to Condensed Consolidated Financial Statements

Index

ALLIANCEBERNSTEIN L.P.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2011

(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.

These statements should be read in conjunction with AllianceBernstein’s audited consolidated financial statements included in AllianceBernstein’s Form 10-K for the year ended December 31, 2010.

1.	Business Description and Organization

We provide research, diversified investment management and related services globally to a broad range of clients. Our principal services include:

•

Institutional Services – servicing our 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 our retail 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 our 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.

•

Bernstein Research Services – servicing institutional investors seeking high-quality research, portfolio analysis and brokerage-related services, and issuers of publicly-traded securities seeking equity capital markets services.

We also provide distribution, shareholder servicing and administrative services to the mutual funds we sponsor.

Our high-quality, in-depth research is the foundation of our business. Our research disciplines include fundamental research, quantitative research, economic research and currency forecasting. In addition, we have created several specialized research initiatives, including research examining global strategic changes that can affect multiple industries and geographies.

We provide a broad range of investment services with expertise in:

•

Value equities, generally targeting stocks that are out of favor and considered undervalued;

•

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

•

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

•

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

•

Passive management, including index and enhanced index strategies;

•

Alternative investments, including hedge funds, fund of funds, currency management strategies and private capital (e.g., direct real estate investing); and

•

Asset allocation services, by which we offer strategies specifically-tailored for our clients (e.g., customized target-date fund retirement services for defined contribution plan sponsors and our Dynamic Asset Allocation service, which is designed to mitigate the effects of extreme market volatility on a portfolio in order to deliver more consistent returns).

We provide 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.

Index

We market and distribute alternative investment products globally to high-net-worth clients and institutional investors. In October 2010, we acquired SunAmerica’s alternative investments group, a team that manages a portfolio of hedge fund and private equity fund investments. Additionally, in October 2010, we launched a real estate fund focused on opportunistic real estate investments. These initiatives have helped us expand our alternative investment capabilities.

In 2008, we created an initiative called AllianceBernstein Defined Contribution Investments (“ABDC”) focused on expanding our capabilities in the defined contribution market. ABDC seeks to provide the most effective defined contribution investment solutions in the industry, as measured by product features, reliability, cost and flexibility, to meet specialized client needs by integrating research and investment design, product strategy, strategic partnerships (e.g., record-keeper partnerships and operations collaboration), and client implementation and service. In November 2010, we introduced Secure Retirement Strategies (“SRS”), a multi-manager target-date solution. SRS provides guaranteed lifetime retirement income backed by multiple insurers to participants of large defined contribution plans.

During 2009, we were selected by the U.S. Treasury Department as one of only three firms to manage its portfolio of assets issued by banks and other institutions taking part in the Capital Purchase Program of the Troubled Assets Relief Program. In addition, we were selected by the U.S. Treasury Department as one of nine pre-qualified fund managers under the Public-Private Investment Program and, during the fourth quarter of 2009, we were one of five firms that closed an initial Public-Private Investment Fund (“PPIF”) of at least $500 million. In April 2010, we closed our PPIF with over $1.1 billion raised.

As of March 31, 2011, 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, through certain of its subsidiaries (“AXA and its subsidiaries”) owned approximately 1.4% of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in Holding (“Holding Units”).

As of March 31, 2011, the ownership structure of AllianceBernstein, expressed as a percentage of general and limited partnership interests, was as follows:

AXA and its subsidiaries	60.9	%
Holding	37.4
Unaffiliated holders	1.7
	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 62.0% economic interest in AllianceBernstein as of March 31, 2011.

2.	Summary of Significant Accounting Policies

Basis of Presentation

The interim condensed consolidated financial statements of AllianceBernstein 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 consolidated 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 consolidated 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, 2010 condensed consolidated 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.

Principles of Consolidation

The condensed consolidated financial statements include AllianceBernstein and its majority-owned and/or controlled subsidiaries. All significant inter-company transactions and balances among the consolidated entities have been eliminated.

Index

Reclassifications

The following prior period amounts have been reclassified to conform to the current year’s presentation: (i) certain distribution services expenses, previously included in other promotion and servicing expenses in the condensed consolidated statements of income, have been reclassified to distribution-related payments and (ii) real estate asset write-off charges, previously included in other adjustments to reconcile net income to net cash provided by operating activities in the condensed consolidated statement of cash flow, is currently shown separately.

Cash Distributions

AllianceBernstein is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Agreement of Limited Partnership of AllianceBernstein (“AllianceBernstein Partnership Agreement”), to its unitholders and to the General Partner. Available Cash Flow can be summarized as the cash flow received by AllianceBernstein from operations minus such amounts as the General Partner determines, in its sole discretion, should be retained by AllianceBernstein for use in its business.

The General Partner computes cash flow received from operations by determining the sum of:

•

net cash provided by operating activities of AllianceBernstein,

•

proceeds from borrowings and from sales or other dispositions of assets in the ordinary course of business, and

•

income from investments in marketable securities, liquid investments and other financial instruments that are acquired for investment purposes and that have a value that may be readily established,

and then subtracting from this amount the sum of:

•

payments in respect of the principal of borrowings, and

•

amounts expended for the purchase of assets in the ordinary course of business.

On May 2, 2011, the General Partner declared a distribution of $134.8 million, or $0.48 per AllianceBernstein Unit, representing a distribution of Available Cash Flow for the three months ended March 31, 2011. The General Partner, as a result of its 1% general partnership interest, is entitled to receive 1% of each distribution. The distribution is payable on May 26, 2011 to holders of record on May 13, 2011.

Fees Receivable, Net

Fees receivable are shown net of allowances. An allowance for doubtful accounts related to investment advisory and services fees is determined through an analysis of the aging of receivables, assessments of collectibility based on historical trends and other qualitative and quantitative factors, including the following: our relationship with the client, the financial health (or ability to pay) of the client, current economic conditions and whether the account is closed or active.

Investments

Investments include United States Treasury Bills, unconsolidated mutual funds and limited partnership hedge funds we sponsor and manage, various separately-managed portfolios comprised of equity and fixed income securities, exchange-traded options and investments owned by a consolidated venture capital fund in which we own a controlling interest as the general partner and in which we hold a 10% limited partnership interest.

Investments in United States Treasury Bills, mutual funds, and equity and fixed income securities are classified as either trading or available-for-sale securities. Trading investments are stated at fair value with unrealized gains and losses reported in net income. Available-for-sale investments are stated at fair value with unrealized gains and losses reported as a separate component of accumulated other comprehensive income in partners’ capital. Realized gains and losses on the sale of investments are included in income in the current period. Average cost is used to determine the realized gain or loss on investments sold.

We use the equity method of accounting for investments in limited partnership hedge funds. The equity in earnings of our limited partnership hedge fund investments is included in investment gains and losses on the condensed consolidated statements of income.

The investments owned by our consolidated venture capital fund are generally illiquid and are initially valued at cost. These investments are adjusted to fair value to reflect the occurrence of “significant developments” (i.e., capital transactions or business, economic or market events). Adjustments to fair value are included in investment gains and losses on the condensed consolidated statements of income. There are three private equity investments that we own directly outside of our consolidated venture capital fund. Two of the investments are accounted for using the cost method.

See Note 7 for a description of how we measure the fair value of our investments.

Index

Goodwill

In 2000, AllianceBernstein acquired the business and assets of SCB Inc., an investment research and management company formerly known as Sanford C. Bernstein Inc. (“Bernstein”), and assumed the liabilities of Bernstein (“Bernstein Transaction”). The purchase price consisted of a cash payment of approximately $1.5 billion and 40.8 million newly-issued AllianceBernstein Units. The Bernstein Transaction was accounted for under the purchase method and the cost of the acquisition was allocated on the basis of the estimated fair value of the assets acquired and the liabilities assumed. The excess of the purchase price over the fair value of identifiable assets acquired, net of liabilities assumed, resulted in the recognition of goodwill of approximately $3.0 billion.

As of March 31, 2011, goodwill of $2.9 billion on the condensed consolidated statement of financial condition is composed of $2.8 billion as a result of the Bernstein Transaction and $139 million in regard to various smaller acquisitions.

We test our goodwill annually, as of September 30, for impairment. The carrying value of goodwill is also reviewed if facts and circumstances, such as significant declines in assets under management, revenues, earnings or the Holding Unit price, occur, suggesting possible impairment. As of September 30, 2010, the impairment test indicated that goodwill was not impaired.

To the extent that securities valuations are depressed for prolonged periods of time, 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 this asset. Any impairment could reduce materially the recorded amount of goodwill with a corresponding charge to our earnings.

Intangible Assets, Net

Intangible assets consist primarily of costs assigned to acquired investment management contracts of SCB Inc. based on their estimated fair value at the time of acquisition, less accumulated amortization. Intangible assets are recognized at fair value and are amortized on a straight-line basis over their estimated useful life of approximately 20 years. The gross carrying amount and accumulated amortization of intangible assets subject to amortization totaled $419.0 million and $218.7 million, respectively, as of March 31, 2011 and $419.2 million and $213.3 million, respectively, as of December 31, 2010. Amortization expense was $5.4 million for the three months ended March 31, 2011 and 2010 and estimated annual amortization expense for each of the next five years is approximately $22 million.

We periodically review intangible assets for impairment as events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying value exceeds fair value, additional impairment tests are performed to measure the amount of the impairment loss, if any.

Deferred Sales Commissions, Net

We pay commissions to financial intermediaries in connection with the sale of shares of open-end company-sponsored mutual funds sold without a front-end sales charge (“back-end load shares”). These commissions are capitalized as deferred sales commissions and amortized over periods not exceeding five and one-half years for U.S. fund shares and four years for non-U.S. fund shares, the periods of time during which deferred sales commissions are generally recovered. We recover these commissions from distribution services fees received from those funds and from contingent deferred sales commissions (“CDSC”) received from shareholders of those funds upon the redemption of their shares. CDSC cash recoveries are recorded as reductions of unamortized deferred sales commissions when received. Since January 31, 2009, our U.S. mutual funds have not offered back-end load shares to new investors.

We periodically review the deferred sales commission asset for impairment as events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying value exceeds fair value, additional impairment tests are performed to measure the amount of the impairment loss, if any.

Loss Contingencies

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. 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 is 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.

Index

Revenue Recognition

Investment advisory and services fees, generally calculated as a percentage of assets under management (“AUM”), are recorded as revenue as the related services are performed. Certain investment advisory contracts, including those associated with hedge funds or other alternative investments, provide for a performance-based fee, in addition to or in lieu of a base fee, which is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. Performance-based fees are recorded as a component of revenue at the end of each contract’s measurement period.

We calculate AUM using established fair valuation methodologies, including market-based valuation methods and fair valuation methods. Market-based valuation methods include: last sale/settle prices from an exchange for actively-traded listed equities, options and futures; evaluated bid prices from recognized pricing vendors for fixed income, asset-backed or mortgage-backed issues; mid prices from recognized pricing vendors and brokers for credit default swaps; and quoted bids or spreads from pricing vendors and brokers for other derivative products. Fair valuation methods include discounted cash flow models, evaluation of assets versus liabilities or any other methodology that is validated and approved by our Valuation Committee. Fair valuation methods are used only where AUM cannot be valued using market-based valuation methods, such as in the case of private equity or illiquid securities. Investments utilizing fair valuation methods typically make up less than 1% of our total AUM. Recent market volatility has not had a significant effect on our ability to acquire market data and, accordingly, our ability to use market-based valuation methods.

The Valuation Committee, which is composed of senior officers and employees, is responsible for overseeing the pricing and valuation of all investments held in client and AllianceBernstein portfolios. The Valuation Committee has adopted a Statement of Pricing Policies describing principles and policies that apply to pricing and valuing investments held in client and AllianceBernstein portfolios. We have also established a Pricing Group, which reports to the Valuation Committee. The Valuation Committee has delegated to the Pricing Group responsibility for overseeing the pricing process for all investments.

Bernstein Research Services revenue consists primarily of brokerage transaction charges received by Sanford C. Bernstein & Co., LLC (“SCB LLC”) and Sanford C. Bernstein Limited (“SCBL”), each a wholly-owned subsidiary of AllianceBernstein, for research and brokerage-related services provided to institutional investors. Brokerage transaction charges earned and related expenses are recorded on a trade-date basis. Bernstein Research Services also consists of underwriting fees, management fees, payments for research services and/or selling concessions from equity capital markets activities, which are recognized as the related services are performed.

Distribution revenues, shareholder servicing fees, and dividend and interest income are accrued as earned.

Deferred Compensation Plans

We maintain several unfunded, non-qualified deferred compensation plans under which annual awards to employees are generally made in the fourth quarter. For awards made before 2009, participants were permitted to allocate their awards: (i) among notional investments in Holding Units, certain of the investment services we provide to our clients, and a money market fund, (ii) restricted Holding Units or (iii) under certain circumstances, in options to buy Holding Units. Awards in 2010 and 2009 consisted of restricted Holding Units and, under limited circumstances, deferred cash. We typically make investments in our services that are notionally elected by the participants and maintain them in a consolidated rabbi trust or separate custodial account. Awards generally vest over four years but can vest more quickly depending on the terms of the individual award, the age of the participant, or the terms of participant’s employment, separation or retirement agreement. Upon vesting, awards are distributed to participants unless they have made a voluntary long-term election to defer receipt. Quarterly cash distributions on unvested Holding Units or restricted Holding Units for which a long-term deferral election has not been made are paid currently to participants. For awards made prior to December 2009, quarterly cash distributions on notional investments in Holding Units and income credited on notional investments in our investment services or the money market fund for which a long-term deferral election has been made are reinvested and distributed as elected by participants. For awards made in December 2010 and 2009, quarterly cash distributions on vested and unvested restricted Holding Units for which a long-term deferral election has been made are paid currently to participants.

Compensation expense for awards under the plans, including changes in participant account balances resulting from gains and losses on related investments (other than in Holding Units and options to buy Holding Units), is recognized on a straight-line basis over the applicable vesting periods. Mark-to-market gains or losses on investments made to fund deferred compensation obligations (other than in Holding Units and options to buy Holding Units) are recognized currently as investment gains (losses) in the condensed consolidated statements of income. In addition, our equity in the earnings of investments in limited partnership hedge funds made to fund deferred compensation obligations is recognized currently as investment gains (losses) in the condensed consolidated statements of income.

Index

Compensatory Unit Awards and Option Plans

We recognize compensation expense related to grants of restricted Holding Units and options to buy Holding Units in the financial statements using the fair value method. Under the fair value method, compensation expense is measured at the grant date based on the estimated fair value of the award and is recognized over the vesting period. Fair value of restricted Holding Unit awards is the closing price of a Holding Unit on the grant date; fair value of options is determined using the Black-Scholes option valuation model.

We fund our restricted Holding Unit awards to employees either by purchasing newly-issued Holding Units from Holding or purchasing Holding Units on the open market, all of which are held in a consolidated rabbi trust until they are distributed to employees upon vesting. In accordance with the AllianceBernstein Partnership Agreement, when Holding issues Holding Units to AllianceBernstein, Holding is required to use the proceeds it receives from AllianceBernstein to purchase the equivalent number of newly-issued AllianceBernstein Units, thus increasing its percentage ownership interest in AllianceBernstein. Holding Units held in the consolidated rabbi trust are corporate assets in the name of the trust and available to the general creditors of AllianceBernstein.

We engage in open-market purchases of Holding Units to help fund anticipated obligations under our incentive compensation award program and purchase Holding Units from employees to allow them to fulfill statutory tax withholding requirements on distribution of long-term incentive compensation awards. During the first quarter of 2011, we purchased approximately 2.2 million Holding Units for $49.8 million, reflecting open-market purchases of 2.1 million Holding Units for $47.7 million and the remainder primarily relating to employee tax withholding purchases. We intend to continue to engage in open-market purchases of Holding Units, from time to time, to help fund anticipated obligations under our incentive compensation award program.

We granted approximately 100,000 restricted Holding Unit awards to employees during the first quarter of 2011. To fund these awards, we allocated previously repurchased Holding Units that had been held in the consolidated rabbi trust. There were approximately 2.7 million unallocated Holding Units remaining in the consolidated rabbi trust as of March 31, 2011.

New Holding Units are also issued upon exercise of options. Proceeds received by Holding upon exercise of options are used to acquire newly-issued AllianceBernstein Units, increasing Holding’s percentage ownership interest in AllianceBernstein.

On July 26, 2010, the Amended and Restated 1997 Long Term Incentive Plan (“1997 Plan”) expired. Effective as of July 1, 2010, we established the 2010 Long Term Incentive Plan (“2010 Plan”), which was adopted by Holding Unitholders at a special meeting held on June 30, 2010. The following forms of awards may be granted to employees and independent directors of the General Partner under the 2010 Plan: (i) restricted Holding Units or phantom restricted Holding Units (a “phantom” award is a contractual right to receive Holding Units at a later date or upon a specified event); (ii) options to buy Holding Units; and (iii) other Holding Unit-based awards (including, without limitation, Holding Unit appreciation rights and performance awards). The 2010 Plan will expire on June 30, 2020, and no awards under the 2010 Plan will be made after that date. Under the 2010 Plan, the number of newly-issued Holding Units with respect to which awards may be granted is 30 million. The 2010 Plan also permits us to award an additional 30 million Holding Units if we acquire the Holding Units on the open market or through private purchases. As of March 31, 2011, we have granted 12.2 million Holding Unit awards, net of forfeitures, under the 2010 Plan. As of March 31, 2011, 27.1 million newly-issued Holding Units and 20.7 million repurchased Holding Units were available for grant.

Variable Interest Entities

In accordance with Accounting Standards Update (“ASU”) 2009-17, Consolidations (Topic 810) – Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities, the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design, a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance, and whether a company is obligated to absorb losses or receive benefits that could potentially be significant to the entity. The standard also requires ongoing assessments of whether a company is the primary beneficiary of a variable interest entity (“VIE”). The provisions of this standard became effective January 1, 2010. In January 2010, the FASB deferred portions of ASU 2009-17 that relate to asset managers. We determined that all entities for which we are a sponsor and/or investment manager, other than collateralized debt obligations and collateralized loan obligations (collectively “CDOs”), qualify for the scope deferral and will continue to be assessed for consolidation under prior accounting guidance for consolidation of variable interest entities.

As of March 31, 2011, we are the investment manager for seven CDOs that meet the definition of a VIE due primarily to the lack of unilateral decision making authority of the equity holders. The CDOs are alternative investment vehicles created for the sole purpose of issuing collateralized debt instruments that offer investors the opportunity for returns that vary with the risk level of their investment. Our management fee structure for these CDOs will typically include a senior management fee, and may also include subordinated and incentive management fees. We hold no equity interest in any of these CDOs. For each of the CDOs, we evaluated the management fee structure, the current and expected economic performance of the entities and other provisions included in the governing documents of the CDOs that might restrict or guarantee an expected loss or residual return. In accordance with ASC 810, we concluded that our investment management contract does not represent a variable interest in five of the seven CDOs. As such, we are not required to consolidate these entities.

Index

For the two remaining CDOs, we concluded our collateral management agreement represented a variable interest primarily due to the level of subordinated fees. We evaluated whether we possessed both of the following characteristics of a controlling financial interest: (1) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance, and (2) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. In both instances, we determined that we possessed the decision-making power noted in criteria (1) above.

In evaluating criteria (2) above, we considered all facts regarding the design, terms and characteristics of the CDOs and concluded that we do not meet the criteria. Our conclusion was based on the following quantitative and qualitative factors: (a) we have no involvement with the CDOs beyond providing investment management services, (b) we hold no equity or debt interests in the CDOs, (c) we are not a transferor of any of the assets of the CDOs, (d) our expected aggregate fees in future periods are insignificant relative to the expected cash flows of the CDOs, (e) the variability of our expected fees in relation to the expected cash flows of the CDOs is insignificant, (f) our maximum exposure to loss for these CDOs is our investment management fee, which is based upon the fair value of the CDOs’ assets, (g) the CDOs have no recourse against us for any losses sustained in the CDO structure, (h) we have not provided, nor expect to provide, any financial or other support to the CDOs, and (i) there are no liquidity arrangements, guarantees and/or other commitments by third parties that would impact our variable interest in the CDOs. As such, we do not have a controlling financial interest in either of the two CDOs and we should not consolidate the CDOs into our consolidated financial statements.

The cash, collateral investments (at fair value) and notes payable (at amortized cost) as of March 31, 2011 of these two unconsolidated CDOs are $13.7 million, $344.6 million and $343.5 million, respectively.

For the entities that meet the scope deferral, management reviews its agreements quarterly and its investments in, and other financial arrangements with, certain entities that hold client AUM to determine the variable interest entities that the company is required to consolidate. These entities include certain mutual fund products, hedge funds, structured products, group trusts, collective investment trusts and limited partnerships. We earn investment management fees on client assets under management of these entities, but we derive no other benefit from these assets and cannot use them in our operations.

As of March 31, 2011, we have significant variable interests in certain structured products and hedge funds with approximately $27.1 million in AUM. However, these variable interest entities do not require consolidation because management has determined that we are not the primary beneficiary of the expected losses or expected residual returns of these entities. Our maximum exposure to loss is limited to our aggregate investments of $0.1 million.

Index

Real Estate Charges

During 2010, we performed a comprehensive review of our real estate requirements in New York in connection with our workforce reductions since 2008. As a result, during 2010 we decided to sub-lease over 380,000 square feet in New York (approximately half of which has occurred) and largely consolidate our New York-based employees into two office locations from three. We recorded pre-tax real estate charges of $101.7 million in 2010 that reflected the net present value of the difference between the amount of our on-going contractual operating lease obligations for this space and our estimate of current market rental rates ($76.2 million), as well as the write-off of leasehold improvements, furniture and equipment related to this space ($25.5 million). We periodically review our assumptions and estimates used in recording this charge. During the first quarter of 2011, no adjustments were made to the real estate liability. The following table summarizes the activity in the liability account relating to this charge for the following periods:

	March 31, 2011			December 31, 2010
	(in thousands)

Balance as of January 1,	$	89,793		$	—
Expense incurred		—			76,177
Deferred rent reclassification		—			22,954
Payments made		(6,575	)		(9,814	)
Interest accretion		410			476
Balance as of end of period	$	83,628		$	89,793

3.	Cash and Securities Segregated Under Federal Regulations and Other Requirements

As of March 31, 2011 and December 31, 2010, $1.3 billion and $1.1 billion, respectively, of United States Treasury Bills were segregated in a special reserve bank custody account for the exclusive benefit of brokerage customers of SCB LLC under Rule 15c3-3 of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

AllianceBernstein Investments, Inc. (“AllianceBernstein Investments”), a wholly-owned subsidiary of AllianceBernstein and the distributor of company-sponsored mutual funds, maintains several special bank accounts for the exclusive benefit of customers. As of March 31, 2011 and December 31, 2010, $39.1 million and $25.3 million, respectively, of cash were segregated in these bank accounts.

4.	Net Income Per Unit

Basic net income per unit is derived by reducing net income for the 1% general partnership interest and dividing the remaining 99% by the basic weighted average number of units outstanding for each period. Diluted net income per unit is derived by reducing net income for the 1% general partnership interest and dividing the remaining 99% by the total of the basic weighted average number of units outstanding and the dilutive unit equivalents resulting from outstanding compensatory options to buy Holding Units as follows:

	Three Months Ended March 31,
	2011		2010
	(in thousands, except per unit amounts)

Net income attributable to AllianceBernstein Unitholders	$	136,472	$	148,266

Weighted average units outstanding – basic		278,089		274,908
Dilutive effect of compensatory options to buy Holding Units		803		1,828
Weighted average units outstanding – diluted		278,892		276,736
Basic net income per AllianceBernstein Unit	$	0.49	$	0.53
Diluted net income per AllianceBernstein Unit	$	0.48	$	0.53

As of March 31, 2011 and 2010, we excluded 4,692,640 and 5,550,726, respectively, 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.

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5.	Investments

Investments consist of:
	March 31, 2011		December 31, 2010
	(in thousands)

Available-for-sale	$	14,555	$	16,588
Trading:
Deferred compensation-related		223,641		239,787
United States Treasury Bills		34,996		52,975
Seed money		151,864		177,589
Other		134,847		35,259
Investments in limited partnership hedge funds:
Deferred compensation-related		43,952		58,918
Seed money/other		158,954		47,735
Consolidated private equity fund		91,730		101,360
Private equity		24,052		17,803
Other		8,768		8,541
Total investments	$	887,359	$	756,555

Total investments related to deferred compensation obligations of $267.6 million and $298.7 million as of March 31, 2011 and December 31, 2010, respectively, consist of company-sponsored mutual funds and limited partnership hedge funds. We typically make investments in our services that are notionally elected by deferred compensation plan participants and maintain them in a consolidated rabbi trust or separate custodial account. The rabbi trust and custodial account enable us to hold such investments separate from our other assets for the purpose of settling our obligations to participants. The investments held in the rabbi trust and custodial account remain available to the general creditors of AllianceBernstein.

The underlying investments of the limited partnership hedge funds in which we invest include long and short positions in equity securities, fixed income securities (including various agency and non-agency asset-based securities), currencies, commodities and derivatives (including various swaps and forward contracts). These investments are valued at quoted market prices or, where quoted market prices are not available, are fair valued based on the pricing policies and procedures of the Valuation Committee.

United States Treasury Bills are held by SCB LLC in their investment account, the majority of which are pledged as collateral with clearing organizations.

We provide seed money to our investment teams to develop new products and services for our clients.

6.	Derivative Instruments

We enter into various futures, forwards and swaps to economically hedge our seed money investments. In addition, we have currency forwards that (i) represent seed money that our investment teams are using to develop new products and services for our clients (which was liquidated during the first quarter of 2011), (ii) economically hedge certain cash accounts, and (iii) economically hedge certain foreign investment advisory fees. We do not hold any derivatives designated in a formal hedge relationship under ASC 815-10, Derivatives and Hedging.

The following tables present the notional value and fair value as of March 31, 2011 and December 31, 2010 for derivative instruments not designated as hedging instruments:

	Notional Value		Asset Derivatives		Liability Derivatives
	(in thousands)
March 31, 2011:
Exchange-traded futures	$	36,969	$	2	$	965
Currency forwards		102,701		552		734
Interest rate swaps		24,800		668		52
Credit default swaps		34,265		182		419
Total return swaps		27,367		53		1,141
Total derivatives	$	226,102	$	1,457	$	3,311

Index

	Notional Value		Asset Derivatives		Liability Derivatives
	(in thousands)
December 31, 2010:
Exchange-traded futures	$	16,973	$	16	$	318
Currency forwards		133,471		249		1,000
Interest rate swaps		43,210		1,197		239
Credit default swaps		74,915		182		1,036
Total return swaps		28,975		—		960
Total derivatives	$	297,544	$	1,644	$	3,553

The derivative assets and liabilities are included in both receivables and payables to brokers and dealers on our condensed consolidated statement of financial condition.

The following table presents the gains and losses recognized in investment gains (losses) in the condensed consolidated statements of income:

	Three Months Ended March 31,
	2011			2010
	(in thousands)
Exchange-traded futures	$	(784	)	$	(1,300	)
Currency forwards		152			(272	)
Interest rate swaps		128			—
Credit default swaps		118			(538	)
Total return swaps		(374	)		—
Total	$	(760	)	$	(2,110	)

We may be exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial instruments. We take steps to minimize our counterparty exposure through a credit review and approval process. In addition, we executed various collateral arrangements with counterparties to the over-the-counter derivative transactions that require both pledging and accepting collateral in the form of cash. As of March 31, 2011 and December 31, 2010, we held $1.6 million and $6.9 million, respectively, of cash collateral payable to trade counterparties. This obligation to return cash is reported in payables to brokers and dealers in our condensed consolidated statement of financial condition.

Although notional amount is the most commonly used measure of volume in the derivative market, it is not used as a measure of credit risk. Generally, the current credit exposure of our derivative contracts is limited to the net positive estimated fair value of derivative contracts at the reporting date after taking into consideration the existence of netting agreements and any collateral received. A derivative with positive value (a derivative asset) indicates existence of credit risk because the counterparty would owe us if the contract were closed. Alternatively, a derivative contract with negative value (a derivative liability) indicates we would owe money to the counterparty if the contract were closed. Generally if there is more than one derivative transaction with a single counterparty, a master netting arrangement exists with respect to derivative transactions with that counterparty to provide for aggregate net settlement.

Certain of our standardized contracts for over-the-counter derivative transactions (“ISDA Master Agreements”) contain credit risk related contingent provisions related to the counterparties’ credit rating. In some ISDA Master Agreements, if the counterparties’ credit rating (or in some agreements, our assets under management) falls below a specified threshold, either a default or a termination event permitting the counterparty to terminate the ISDA Master Agreement would be triggered. In all agreements that provide for collateralization, various levels of collateralization of net liability positions are applicable, depending upon the credit rating of the counterparty. As of March 31, 2011 and December 31, 2010, we delivered $8.9 million and $9.3 million, respectively, of cash collateral into brokerage accounts, which is reported in cash and cash equivalents in our condensed consolidated statement of financial condition.

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7.	Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The three broad levels of fair value hierarchy are as follows:

•

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.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables summarize the valuation of our financial instruments by pricing observability levels as of March 31, 2011 and December 31, 2010:

	Level 1		Level 2		Level 3		Total
	(in thousands)
March 31, 2011:
Money markets	$	134,962	$	—	$	—	$	134,962
U.S. Treasury bills		—		1,324,573		—		1,324,573
U.K. Treasury bills		—		8,110		—		8,110
Equity securities
Growth		104,748		18		—		104,766
Value		68,620		—		—		68,620
Blend		86,488		—		—		86,488
Other(1)		127,685		791		—		128,476
Fixed Income securities
Taxable(2)		90,787		21,780		—		112,567
Tax-exempt(3)		9,320		575		—		9,895
Other		18		—		—		18
Derivatives		2		1,455		—		1,457
Long exchange-traded options		14,077		—		—		14,077
Private equity		15,809		24,616		60,188		100,613
Total assets measured at fair value	$	652,516	$	1,381,918	$	60,188	$	2,094,622

Securities sold not yet purchased
Short equities – corporate	$	76,864	$	—	$	—	$	76,864
Short exchange-traded options		20,416		—		—		20,416
Other		358		—		—		358
Derivatives		965		2,346		—		3,311
Total liabilities measured at fair value	$	98,603	$	2,346	$	—	$	100,949

Index

	Level 1		Level 2		Level 3		Total
	(in thousands)
December 31, 2010:
Money markets	$	323,104	$	—	$	—	$	323,104
U.S. Treasury bills		—		1,137,578		—		1,137,578
U.K. Treasury bills		—		7,911		—		7,911
Equity securities
Growth		97,161		188		69		97,418
Value		73,579		—		—		73,579
Blend		93,590		—		—		93,590
Other(1)		28,868		5,051		—		33,919
Fixed Income securities
Taxable(2)		130,122		21,491		—		151,613
Tax-exempt(3)		9,310		750		—		10,060
Other		17		—		—		17
Derivatives		16		1,628		—		1,644
Long exchange-traded options		9,027		—		—		9,027
Private equity		24,432		23,811		59,345		107,588
Total assets measured at fair value	$	789,226	$	1,198,408	$	59,414	$	2,047,048

Securities sold not yet purchased
Short equities – corporate	$	42,914	$	—	$	—	$	42,914
Short exchange-traded options		7,622		—		—		7,622
Other		3		—		—		3
Derivatives		318		3,235		—		3,553
Total liabilities measured at fair value	$	50,857	$	3,235	$	—	$	54,092

(1)

Primarily long positions in corporate equities traded through our options desk.

(2)

Primarily corporate and government securities.

(3)

Primarily municipal bonds.

Following is a description of the fair value methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy:

•

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 United States Treasury Bills, which are segregated in a special reserve bank custody account as required by Rule 15c3-3 of the Exchange Act. We also hold United Kingdom Treasury Bills. 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 exchange listed 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. Also, as of December 31, 2010 an insignificant amount of securities are included in Level 3 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 also hold currency forward contracts, interest rate swaps, credit default 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: The valuation of non-public private equity investments owned by our consolidated venture capital fund 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, but not limited to, 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. Non-public equity investments are included in Level 3 of the valuation hierarchy because they trade infrequently and, therefore, their fair value is unobservable. Publicly-traded equity investments owned by our consolidated venture capital fund are included in Level 1 of the valuation hierarchy. If they contain trading restrictions, publicly-traded equity investments are included in Level 2 of the valuation hierarchy. One of our private securities went public in the first quarter of 2011 and due to a trading restriction period $3.6 million was transferred from a Level 3 classification to a Level 2 classification.

Index

•

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.

Effective January 1, 2011, we adopted the second part of ASU 2010-06, Improving Disclosures about Fair Value Measurements, which requires purchases, sales, issuances and settlements presented separately within the Level 3 reconciliation. The following table summarizes the change in carrying value associated with Level 3 financial instruments carried at fair value:

	Three Months Ended March 31,
	2011			2010
	(in thousands)

Balance as of beginning of period	$	59,414		$	98,559
Transfers (out) in, net		(3,588	)		(81	)
Purchases		4,647			2,722
Sales		(213	)		(375	)
Realized gains (losses), net		(2,860	)		52
Unrealized gains (losses), net		2,788			1,379
Balance as of end of period	$	60,188		$	102,256

Transfers into and out of all levels of the fair value hierarchy are reflected at end-of-period fair values. Realized and unrealized gains and losses on Level 3 financial instruments are recorded in investment gains and losses in the condensed consolidated statements of income. Substantially all of the Level 3 investments are private equity investments owned by our consolidated venture capital fund, of which we own 10% and non-controlling interests own 90%.

Assets Measured at Fair Value on a Nonrecurring Basis

There were no impairments recognized for goodwill, intangible assets or other long-lived assets as of March 31, 2011.

8.	Commitments and Contingencies

Legal Proceedings

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 was documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which we previously expensed and disclosed, has been disbursed.

Index

The derivative claim, which was brought by Holding unitholders against the officers and directors of AllianceBernstein and in which plaintiffs sought an unspecified amount of damages, has been resolved pursuant to a stipulation of settlement with plaintiffs and the recovery of insurance proceeds totaling $23 million from relevant carriers. The stipulation of settlement has been submitted to the court for preliminary approval and, if approved by the court, will result in the settlement proceeds, after payment of plaintiffs’ legal fees, being disbursed to AllianceBernstein.

We are involved in various other matters, including regulatory inquiries, administrative proceedings and litigation, some of which allege significant 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.

Other

During 2009, we entered into a subscription agreement under which we committed to invest up to $40 million in a venture capital fund over a six-year period. As of March 31, 2011, we had funded $10.2 million of this commitment.

Also during 2009, we were selected by the U.S. Treasury Department as one of nine pre-qualified investment managers under the Public-Private Investment Program. As part of the program, each investment manager is required to invest a minimum of $20 million in the Public-Private Investment Fund they manage. As of March 31, 2011, we funded $17.0 million of this commitment.

9.	Qualified Employee Benefit Plans

We maintain a qualified profit sharing plan covering U.S. employees and certain foreign employees. Employer contributions are discretionary and generally limited to the maximum amount deductible for federal income tax purposes.

We maintain several defined contribution plans for foreign employees in our subsidiaries in the United Kingdom, Australia, Japan and other foreign entities. Employer contributions are generally consistent with regulatory requirements and tax limits. Defined contribution expense for foreign entities was $2.1 million and $1.8 million during the three months ended March 31, 2011 and 2010, respectively.

We maintain a qualified, noncontributory, defined benefit retirement plan (“Retirement Plan”) covering current and former employees who were employed by AllianceBernstein in the United States prior to October 2, 2000. Benefits are based on years of credited service, average final base salary (as defined in the Retirement Plan), and primary Social Security benefits. Service and compensation after December 31, 2008 are not taken into account in determining participants’ retirement benefits.

Our policy is to satisfy our funding obligation for each year in an amount not less than the minimum required by ERISA and not greater than the maximum amount we can deduct for federal income tax purposes. Through April 2011, we have made no contributions to the Retirement Plan and currently intend to contribute $6.9 million to the Retirement Plan later this year. Contribution estimates, which are subject to change, are based on regulatory requirements, future market conditions and assumptions used for actuarial computations of the Retirement Plan’s obligations and assets. Management, at the present time, has not determined the amount, if any, of additional future contributions that may be required.

Net (benefit) expense under the Retirement Plan consisted of:

	Three Months Ended March 31,
	2011			2010
	(in thousands)

Interest cost on projected benefit obligations	$	1,180		$	1,139
Expected return on plan assets		(1,294	)		(1,129	)
Recognized actuarial loss		108			56
Amortization of transition asset		(36	)		(36	)
Net pension (benefit) charge	$	(42	)	$	30

Index

10.	Units Outstanding

Changes in AllianceBernstein Units outstanding during the three-month period ended March 31, 2011 were as follows:


Outstanding as of December 31, 2010	278,115,232
Options exercised	26,358
Units issued	—
Units retired	(188,725	)
Units forfeited	—
Outstanding as of March 31, 2011	277,952,865

In accordance with the Holding Partnership Agreement, when Holding issues Holding Units to AllianceBernstein, Holding is required to use the proceeds it receives from AllianceBernstein to purchase the equivalent number of newly-issued AllianceBernstein Units. Holding Units issued pertain to Holding Units newly issued under the 2010 Plan and could include: (i) restricted Holding Unit awards to independent members of the Board of Directors of the General Partner, (ii) restricted Holding Unit awards to eligible employees, (iii) restricted Holding Unit awards for recruitment, and (iv) restricted Holding Unit issuances in connection with certain employee separation agreements.

During March 2011, we purchased 188,725 AllianceBernstein Units in private transactions and retired them.

11.	Income Taxes

AllianceBernstein is a private partnership for federal income tax purposes and, accordingly, is not subject to federal or state corporate income taxes. However, AllianceBernstein is subject to the 4.0% New York City unincorporated business tax (“UBT”). Domestic corporate subsidiaries of AllianceBernstein, which are subject to federal, state and local income taxes, are generally included in the filing of a consolidated federal income tax return with separate state and local income tax returns being filed. Foreign corporate subsidiaries are generally subject to taxes in the foreign jurisdictions where they are located.

In order to preserve AllianceBernstein’s status as a private partnership for federal income tax purposes, AllianceBernstein Units must not be considered publicly traded. The AllianceBernstein Partnership Agreement provides that all transfers of AllianceBernstein Units must be approved by AXA Equitable and the General Partner; AXA Equitable and the General Partner approve only those transfers permitted pursuant to one or more of the safe harbors contained in relevant treasury regulations. If AllianceBernstein Units were considered readily tradable, AllianceBernstein’s net income would be subject to federal and state corporate income tax. Furthermore, should AllianceBernstein enter into a substantial new line of business, Holding, by virtue of its ownership of AllianceBernstein, would lose its status as a “grandfathered” publicly-traded partnership and would become subject to corporate income tax, which would reduce materially Holding’s net income and its quarterly distributions to Holding Unitholders.

12.

Debt

At March 31, 2011 and December 31, 2010, AllianceBernstein had $266.0 million and $225.0 million, respectively, in commercial paper outstanding with weighted average interest rates of approximately 0.2% and 0.3%, respectively. The fair value of commercial paper and amounts outstanding under the 2010 credit facility described below are short-term in nature, and as such, recorded value is estimated to approximate fair value. Average daily borrowings of commercial paper during the first quarter of 2011 and the full-year 2010 were $297.5 million and $104.2 million, respectively, with weighted average interest rates of approximately 0.3% and 0.2%, respectively.

On December 9, 2010, AllianceBernstein entered into a committed, unsecured three-year senior revolving credit facility (the “2010 Credit Facility”) with a group of commercial banks and other lenders in an original principal amount of $1.0 billion with SCB LLC as an additional borrower.

The 2010 Credit Facility replaced AllianceBernstein’s existing $1.95 billion of committed credit lines (comprised of two separate lines – a $1.0 billion committed, unsecured revolving credit facility in the name of AllianceBernstein, which had a scheduled expiration date of February 17, 2011, and SCB LLC’s $950 million committed, unsecured revolving credit facility, which had a scheduled expiration date of January 25, 2011), both of which were terminated upon the effectiveness of the 2010 Credit Facility. AllianceBernstein has agreed to guarantee the obligations of SCB LLC under the 2010 Credit Facility.

The 2010 Credit Facility will be available for AllianceBernstein’s and SCB LLC’s business purposes, including the support of AllianceBernstein’s $1.0 billion commercial paper program. Both AllianceBernstein and SCB LLC can draw directly under the 2010 Credit Facility and management expects to draw on the 2010 Credit Facility from time to time.

The 2010 Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including, among other things, restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. We are in compliance with these covenants. The 2010 Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the 2010 Credit Facility would automatically become immediately due and payable, and the lender’s commitments would automatically terminate.

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The 2010 Credit Facility provides for possible increases in principal amount by up to an aggregate incremental amount of $250 million, any such increase being subject to the consent of the affected lenders. Amounts under the 2010 Credit Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility. Voluntary prepayments and commitment reductions requested by us are permitted at any time without fee (other than customary breakage costs relating to the prepayment of any drawn loans) upon proper notice and subject to a minimum dollar requirement. Borrowings under the 2010 Credit Facility bear interest at a rate per annum, which will be, at our option, a rate equal to an applicable margin, which is subject to adjustment based on the credit ratings of AllianceBernstein, plus one of the following indexes: London Interbank Offered Rate; a floating base rate; or the Federal Funds rate.

As of March 31, 2011 and December 31, 2010, we had no amounts outstanding under the 2010 Credit Facility. Average daily borrowings under the revolving credit facility outstanding during the first quarter of 2011 and full-year 2010 were $0.4 million and $65.6 million, respectively, with weighted average interest rates of approximately 1.3% and 0.3%, respectively.

In addition, SCB LLC has five uncommitted lines of credit with four financial institutions. Two of these lines of credit permit us to borrow up to an aggregate of approximately $150.0 million while three lines have no stated limit.

13.	Comprehensive Income

Comprehensive income consisted of:

	Three Months Ended March 31,
	2011			2010
	(in thousands)

Net income	$	128,426		$	131,493
Other comprehensive income (loss), net of tax:
Unrealized gains on investments		386			358
Foreign currency translation adjustments		6,129			(18,216	)
Changes in employee benefit related items		(41	)		20
Comprehensive income		134,900			113,655
Comprehensive loss in consolidated entities attributable to non-controlling interests		8,329			16,146
Comprehensive income attributable to AllianceBernstein Unitholders	$	143,229		$	129,801

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14.	Changes in Capital

Changes in capital as of March 31, 2011 consisted of:

	Partners’ Capital Attributable to AllianceBernstein Unitholders			Non-Controlling Interests In Consolidated Entities			Total Capital
	(in thousands)

Balance as of December 31, 2010	$	4,368,634		$	124,517		$	4,493,151
Comprehensive income (loss):
Net income (loss)		136,472			(8,046	)		128,426
Other comprehensive income (loss), net of tax:
Unrealized gains on investments		353			33			386
Foreign currency translation adjustment		6,445			(316	)		6,129
Changes in employee benefit related items		(41	)		—			(41	)
Comprehensive income (loss)		143,229			(8,329	)		134,900

Cash distributions to General Partner and unitholders		(136,718	)		—			(136,718	)
Capital contributions (distributions)		926			(550	)		376
Purchase of Australian joint venture		10,717			(32,101	)		(21,384	)
Purchase of AllianceBernstein Units		(4,273	)		—			(4,273	)
Compensation-related transactions		(6,617	)		—			(6,617	)
Balance as of March 31, 2011	$	4,375,898		$	83,537		$	4,459,435

Changes in capital as of March 31, 2010 consisted of:

	Partners’ Capital Attributable to AllianceBernstein Unitholders			Non-Controlling Interests In Consolidated Entities			Total Capital
	(in thousands)

Balance as of December 31, 2009	$	4,530,362		$	171,593			$	4,701,955
Comprehensive income (loss):
Net income (loss)		148,266			(16,773	)			131,493
Other comprehensive income (loss), net of tax:
Unrealized gains on investments		111			247				358
Foreign currency translation adjustment		(18,596	)		380				(18,216	)
Changes in employee benefit related items		20			—				20
Comprehensive income (loss)		129,801			(16,146	)			113,655

Cash distributions to General Partner and unitholders		(194,343	)		—				(194,343	)
Capital contributions (distributions)		897			(1,565	)			(668	)
Compensation-related transactions		7,262			—				7,262
Balance as of March 31, 2010	$	4,473,979		$	153,882			$	4,627,861

15.	Acquisitions

On October 1, 2010, we acquired SunAmerica’s alternative investment group, an experienced team that manages a portfolio of hedge fund and private equity fund investments. The purchase price of this acquisition, accounted for under ASC 805, Business Combinations, was $49.0 million, consisting of $14.3 million of cash payments, $2.5 million of assumed deferred compensation liabilities and $32.2 million of net contingent consideration payable. The net contingent consideration payable consists of the net present value of three annual payments of $1.5 million to SunAmerica based on its assets under management transferred to us in the acquisition and the net present value of projected revenue sharing payments of $35.5 million based on projected newly-raised assets under management by the acquired group. This contingent consideration payable was offset by $4.1 million of performance-based fees earned in 2010 determined to be pre-acquisition consideration. The excess of the purchase price over the fair value of identifiable assets acquired resulted in the recognition of $46.1 million of goodwill. During the first quarter of 2011, no adjustments were made to the contingent consideration payable.

During the first quarter of 2011, AXA sold its 50% interest in our consolidated Australian joint venture to an unaffiliated third party as part of a larger transaction. On March 31, 2011, we purchased that 50% interest from the unaffiliated third party, making our Australian entity a wholly-owned subsidiary. We purchased this remaining 50% interest for $21.4 million. As a result, we eliminated $32.1 million of non-controlling interests in consolidated entities and increased partner’s capital attributable to AllianceBernstein unitholders by $10.7 million.

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16.	Accounting Pronouncements

As of March 31, 2011, there are no new accounting pronouncements issued but not yet effective that would have a material impact on our condensed consolidated financial statements.

17.	Subsequent Event

On April 5, 2011, we entered into a Purchase Agreement with Pyrander Capital Management, LLC (“Pyrander”), Kurt Feuerman and Caxton Associates LP pursuant to which, subject to various closing conditions, on or shortly after May 31, 2011 we will acquire Pyrander. In so doing, we will assume the role of investment manager and trading advisor for the following investment vehicles managed by Mr. Feuerman: Equity Growth, a long/short strategy, and Alpha Equity, a long-only strategy. Also, on or shortly after May 31, 2011, Mr. Feuerman will join our equity investment-management team as Senior Vice President and Portfolio Manager, U.S. Equities.

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Report of Independent Registered Public Accounting Firm

To the General Partner and Unitholders

AllianceBernstein L.P.

We have reviewed the accompanying condensed consolidated statement of financial condition of AllianceBernstein L.P. ("AllianceBernstein") as of March 31, 2011, and the related condensed consolidated statements of income for the three-month periods ended March 31, 2011 and 2010, and the condensed consolidated statements of cash flows for the three-month periods ended March 31, 2011 and 2010. 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 consolidated 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 consolidated statement of financial condition as of December 31, 2010, and the related consolidated 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 10, 2011, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial condition as of December 31, 2010 is fairly stated in all material respects in relation to the consolidated statement of financial condition from which it has been derived.

/s/ PricewaterhouseCoopers LLP
New York, New York
May 2, 2011

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

We are off to a solid start in 2011 as gross sales increased by double-digit percentages in each of our distribution channels compared to the fourth quarter of 2010. Net outflows, although significant, declined substantially from the fourth quarter of 2010, particularly in the Institutions channel.

Our total assets under management (“AUM”) as of March 31, 2011 were $477.3 billion, down $0.7 billion, or 0.2%, compared to December 31, 2010, and down $15.0 billion, or 3.1%, compared to March 31, 2010. During the first quarter of 2011, AUM decreased as a result of net outflows of $14.4 billion (primarily in the Institutions channel), substantially offset by market appreciation of $13.7 billion. During the twelve month period ended March 31, 2011 AUM decreased as a result of net outflows of $64.0 billion, partly offset by market appreciation of $41.0 billion and an additional inflow of $8.0 billion in October 2010 from the acquisition of an alternative investments group.

Institutional AUM decreased $6.1 billion, or 2.3%, to $266.8 billion during the first quarter of 2011, due to net outflows of $12.9 billion, partly offset by market appreciation of $6.8 billion. Net outflows declined to $12.9 billion from $22.4 billion in the fourth quarter of 2010 primarily due to a decrease in terminations and redemptions and a 49% increase in gross sales to $5.2 billion in the current quarter. The pipeline of won but unfunded institutional mandates decreased to $4.0 billion as of March 31, 2011 from $6.4 billion as of December 31, 2010, largely due to the funding of two large customized retirement services mandates during the quarter.

Retail AUM increased $4.0 billion, or 3.1%, to $131.0 billion during the first quarter of 2011 as a result of market appreciation of $4.8 billion, partly offset by net outflows of $0.8 billion. Net outflows of $0.8 billion decreased from $6.0 billion in the fourth quarter of 2010 due to a decrease in terminations and redemptions and an increase in gross sales from $6.7 billion to $8.2 billion during the first quarter of 2011, with particular strength in mutual fund sales.

Private Client AUM increased $1.4 billion, or 1.9%, to $79.5 billion during the first quarter of 2011 compared to the fourth quarter of 2010 as a result of market appreciation of $2.1 billion, partly offset by net outflows of $0.7 billion. Gross sales increased sequentially from $1.9 billion to $2.3 billion during the first quarter of 2011 and were particularly strong in March 2011.

Bernstein Research Services revenue for the first quarter of 2011 was $119.6 million, up $8.9 million, or 8.0%, compared to the first quarter of 2010, driven by strength in both the U.S. and Europe. Once again, a recently issued independent annual survey of U.S. institutional investors ranked Bernstein Research number one across several key metrics of research quality.

Net revenues for the first quarter of 2011 increased $30.3 million, or 4.2%, to $755.4 million from $725.1 million in the first quarter of 2010 led by higher Bernstein Research Services revenues, higher distribution revenues, most notably from non-U.S. and global fixed income products, and lower investment losses in our consolidated private equity fund. Operating expenses for the first quarter of 2011 increased $31.9 million, or 5.4%, to $617.0 million from $585.1 million in the first quarter of 2010 as a result of higher employee compensation and benefits due to annual merit increases and a higher incentive compensation accrual, and higher promotion and servicing expenses associated with increased business activity and new product launches. These increases were slightly offset by a $12.0 million real estate charge in the first quarter of 2010. We are exploring ways to reduce infrastructure costs.

Operating income for the first quarter of 2011 declined $1.6 million, or 1.1%, to $138.4 million compared to the first quarter of 2010, and our operating margin decreased to 19.4% from 21.6% for the first quarter of 2010, primarily due to higher compensation expense, higher promotion and servicing expenses and the inclusion of lower net losses attributable to non-controlling interests.

We are pleased with the progress we continued to make in the first quarter of 2011 against our key long-term strategic objectives. Our investment performance is improving across a number of our investment strategies and our new products continue to gather assets and momentum. We are also building on our presence in Alternatives and are constantly extending our global reach, most notably in our Retail and sell-side businesses. We are confident that as we continue to implement our long-term strategy for restoring our performance track record and introducing innovative new products and services, outflows will continue to decline and ultimately translate to positive net flows and better operating results.

Index

Assets Under Management

Assets under management by distribution channel were as follows:

	As of March 31,
	2011		2010		$ Change			% Change
	(in billions)

Institutions(1)	$	266.8	$	288.0	$	(21.2	)		(7.4	)%
Retail		131.0		127.8		3.2			2.5
Private Client		79.5		76.5		3.0			3.9
Total	$	477.3	$	492.3	$	(15.0	)		(3.1	)

__________________

(1)	Previously reported assets under management for March 31, 2010 have been adjusted by removing from our AUM an affiliated account for which we serve in an advisory capacity and do not have discretionary trading authority.

Assets under management by investment service were as follows:

	As of March 31,
	2011		2010		$ Change			% Change
	(in billions)
Equity
Value:
U.S.	$	37.0	$	44.8	$	(7.8	)		(17.5	)%
Global & international		100.4		124.6		(24.2	)		(19.4	)
		137.4		169.4		(32.0	)		(18.9	)
Growth:
U.S.		30.4		37.5		(7.1	)		(18.7	)
Global & international		41.0		53.7		(12.7	)		(23.7	)
		71.4		91.2		(19.8	)		(21.7	)
Total Equity		208.8		260.6		(51.8	)		(19.9	)
Fixed Income:
U.S.		120.2		115.1		5.1			4.4
Global & international		89.8		77.2		12.6			16.4
		210.0		192.3		17.7			9.2
Other(1)(2):
U.S.		30.1		27.1		3.0			11.1
Global & international		28.4		12.3		16.1			130.5
		58.5		39.4		19.1			48.4
Total:
U.S.		217.7		224.5		(6.8	)		(3.0	)
Global & international		259.6

ALLIANCEBERNSTEIN L.P. - FORM 10-Q - May 2, 2011

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