HELD-FOR-SALE

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Assets and liabilities related to the business classified as HFS are separately reported in the consolidated balance sheets beginning in the period in which the business is classified as HFS.

AB Bernstein Research Services

On November 22, 2022, AB and Société Générale (“SocGen”), a leading European bank, announced plans to form a joint venture combining their respective cash equities and research businesses (the “Initial Plan”). In the Initial Plan, AB would own a 49% interest in the joint venture and Société Générale would own a 51% interest in the global joint venture, with an option to reach 100% ownership after five years.

During the fourth quarter of 2023, AB and SocGen negotiated a revised plan (the “Revised Plan”) under which SocGen would own a majority of the joint venture outside of North America and AB would own a majority of the joint venture within North America (the “NA JV”, and together the “JVs”). Subsequently, on April 1, 2024, the transaction closed.

As a result of the greater value of the business AB contributed to the JVs, SocGen paid AB $304 million in cash to equalize the value of the contributions by AB and SocGen to the JVs. The cash payment of $304 million included consideration for an option, exercisable by AB during the next five years, that would result in SocGen having a 51%

ownership of the NA JV and bringing the transaction ownership terms back in line with the Initial Plan. AB’s option may only be exercised upon receipt of appropriate regulatory approvals.

Under the terms of the transaction and assuming AB exercises its option as noted above, SocGen would increase its ownership to a majority interest of the NA JV, without further consideration payable. AB has an additional option to sell its ownership interests in the JVs to SocGen after five years, at the fair market value of AB’s interests in the JVs, also assuming receipt of appropriate regulatory approvals. The ultimate objective of SocGen and AB is for SocGen to eventually own 100% of the JVs after five years.

The $304 million cash payment was received on March 27, 2024 in advance of closing, due to certain banking holidays in the U.S. and internationally and was used to pay down debt under AB’s existing credit facilities. AB recorded a liability of $304 million in accounts payable and accrued expenses on its condensed consolidated statement of financial condition as of March 31, 2024.

AB will deconsolidate the BRS business and retain the Bernstein Private Wealth Management business within its existing U.S. broker dealer Sanford C. Bernstein & Co., LLC. The structure of the Board of Directors of the NA JV, which includes two independent directors, precludes AB’s control of the Board thereby permitting deconsolidation of the BRS business. Going forward, AB will maintain an equity method investment in the JVs.

Accordingly, the assets and liabilities of AB’s research services business recorded at fair value, less cost to sell have been classified as held-for-sale in our Consolidated Financial Statements. As a result of classifying these assets as held-for-sale, AB recognized a non-cash valuation adjustment of $6 million and$7 million on the consolidated statement of income, to recognize the net carrying value at lower of cost or fair value, less costs to sell for the three months ended March 31, 2024 and December 31, 2023, respectively. Approximately $7 million in costs to sell have been paid as of March 31, 2024.

The following table summarizes the assets and liabilities classified as held-for-sale on the Company’s consolidated balance sheets:


	March 31,		December 31,
	2024 (1)		2023 (1)
	(in millions)
Cash and cash equivalents	$	319	$	153
Broker-dealer related receivables	69		107
Trading securities, at fair value	13		17
Goodwill and other intangible assets ,net	164		164
Other assets (2)	180		124
Total assets held-for-sale	$	745	$	565


Broker-dealer related payables	$	38	$	39
Customers related payables	20		17
Other liabilities	181		97
Total liabilities held-for-sale	$	239	$	153

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(1)The assets and liabilities classified as held-for-sale are reported within our Investment Management & Research segment.

(2)Other assets includes a valuation adjustment decrease of $6 million and $7 million, as of March 31, 2024 and December 31, 2023, respectively.

These assets and liabilities are reported under the Investment Management & Research segment. The Company has determined that AB’s exit from the research business did not represent a strategic shift that had a major effect on AB’s or the Company’s consolidated results of operations, and therefore, are not classified as discontinued operations.