HELD-FOR-SALE

9 Months Ended

Sep. 30, 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 global joint venture and SocGen would own a 51% interest, with an option to reach 100% ownership after five years.

During the fourth quarter of 2023, AB and SocGen negotiated a plan (the “Revised Plan”) to form a global joint venture with two joint venture holding companies, one outside of North America and one within North America (“NA JV”, and together the “JVs”). Effective April 1, 2024, AB and SocGen completed their previously announced transaction in accordance with the Revised Plan. AB owns a 66.7% majority interest in the NA JV while SocGen owns a 51% majority interest in the joint venture outside of North America. While AB currently owns a majority of the NA JV, the structure of the Board of Directors of the NA JV, which includes two independent directors, in addition to four directors from AB and three directors from SocGen, precludes AB’s control of the Board thereby permitting deconsolidation of the Bernstein Research Services (“BRS”) business. Going forward, AB will maintain an equity method investment in each of the JVs and report on the performance of the two JV holding companies on a combined basis.

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 $103 million of prepaid 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 (the “AB option”) 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. The $304 million cash payment was used to pay down debt under AB’s existing credit facilities.

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, subject to regulatory approval. The ultimate objective of SocGen and AB is for SocGen to eventually own 100% of the JVs after five years.

AB has deconsolidated the BRS business and retained the Bernstein Private Wealth Management business within its existing U.S. broker dealer, SCB LLC. AB’s Private Wealth Management business continues to operate through SCB LLC and SCB LLC continues to serve as custodian for nearly all Private Wealth assets under management. AB continues to serve as investment adviser to these Private Wealth clients. Further AB entered into certain transition services agreements with the JVs in connection with the divestiture of the BRS business. From April 1, 2024 through September 30, 2024 AB provided services and recognized revenues of $25 million associated with these transition services agreements. For the three months ended September 30, 2024 AB recognized $13 million in revenues associated with these transaction services agreements.

The net carrying amount of the BRS business assets and liabilities included in the sale was $312 million. As a result of the sale, AB recognized a pre-tax gain of $135 million during the second quarter of 2024. AB deconsolidated approximately $312 million of net assets and liabilities of the BRS business and contributed those assets and liabilities to the JVs. AB recorded an initial investment in each JV, at fair value, using the equity method of investment totaling $284 million. The fair value of the equity method investments was determined using a dividend discount model whereby a forecast of net banking income attributable to each of the JVs is discounted using an estimated cost of capital to determine the present value of expected future dividends.

In addition, AB recorded a liability of approximately $103 million, based on the negotiated terms of the Revised Plan, related to the AB option. Upon receipt of appropriate regulatory approvals, AB intends to exercise the AB option and will recognize a gain or loss at that time, dependent upon the fair market value of the additional equity interest that would result in SocGen having 51% ownership interest in NA JV.

As of December 31, 2023 the assets and liabilities of AB’s research services business recorded at fair value, less cost were classified as HFS in our Consolidated Financial Statements. As a result of classifying these assets as HFS, AB recognized a non-cash valuation adjustment of $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.

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



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


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

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

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

These assets and liabilities are reported under the Asset Management segment. The Company 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.