# SANFORD C. BERNSTEIN & CO., LLC X-17A-5/A (2025-02-28) — Broker-dealer annual report

- Company: SANFORD C. BERNSTEIN & CO., LLC
- Form: X-17A-5/A
- Filed: 2025-02-28
- Period: 2024-12-31
- Accession: 0001126269-25-000009
- CIK: 1126269
- File #: 8-52942
- Type: Broker-dealer
- Material weakness: Yes
- Auditor: PricewaterhouseCoopers LLP
- Auditor location: New York, NY
- Contact: Melina Heldic
- Phone: 212 823 8350
- Signed by: Gary Krueger (CFO)

Original filing: https://www.sec.gov/Archives/edgar/data/1126269/000112626925000009/SCB_SOFC.pdf

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# Sanford C. Bernstein & Co., LLC

(an indirect wholly-owned subsidiary of AllianceBernstein L.P.) Statement of Financial Condition December 31, 2024 (With Independent Registered Public Accounting Firm's Report Thereon)

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![](_page_1_Picture_0.jpeg)

# **Report of Independent Registered Public Accounting Firm**

To the Board of Directors and Member of Sanford C. Bernstein & Co., LLC

### *Opinion on the Financial Statement – Statement of Financial Condition*

We have audited the accompanying statement of financial condition of Sanford C. Bernstein & Co., LLC (the "Company") as of December 31, 2024, including the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

### *Basis for Opinion*

The financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of this financial statement in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

Nashville, TN February 28, 2025

We have served as the Company's auditor since 2006.

{2}------------------------------------------------

(an indirect wholly-owned subsidiary of

AllianceBernstein L.P.)

December 31, 2024

### Statement of Financial Condition

December 31, 2024

(dollars in thousands)

### ASSETS

| Cash and cash equivalents                                                 | S | 198,637   |
|---------------------------------------------------------------------------|---|-----------|
| Cash and securities segregated under Federal regulations (cost \$495,391) |   | 499,245   |
| Receivables:                                                              |   |           |
| Brokers and dealers                                                       |   | 12,240    |
| Customers (including officers)                                            |   | 1,432,372 |
| Fees                                                                      |   | 2,096     |
| Due from affiliates                                                       |   | 321       |
| Investments                                                               |   | 1,901     |
| Deposits with clearing organizations                                      |   | 29,065    |
| Other assets                                                              |   | 1,886     |
| Total assets                                                              |   | 2,177,763 |

| LIABILITIES AND MEMBER'S EQUITY        |   |           |
|----------------------------------------|---|-----------|
| Payables:                              |   |           |
| Brokers and dealers                    | S | 10,550    |
| Customers (including officers)         |   | 1,933,843 |
| Due to Parent                          |   | 8,662     |
| Due to affiliates                      |   | 2,947     |
| Accrued expenses and other liabilities |   | 3,680     |
| Loan from Parent                       |   | 20,000    |
| Total liabilities                      |   | 1,979,682 |
| Commitments and contingencies (Note 9) |   |           |
| Member's equity                        |   | 198.081   |
| Total liabilities and member's equity  |   | 2,177,763 |

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(an indirect wholly-owned subsidiary of AllianceBernstein L.P.)

December 31, 2024

# (1) Business Description and Organization

Sanford C. Bernstein & Co., LLC (the "Company") is an indirect wholly-owned subsidiary of AllianceBernstein L.P. ("AB" or the "Parent"), which is majority-owned by Equitable Holdings, Inc. ("EQH"), the holding company for a diversified financial services organization. The Company is registered with the Securities Exchange Commission ("SEC") as a broker-dealer under the Securities Exchange Act of 1934, the Financial Industry Regulatory Authority, Inc. ("FINRA"), and other market centers and self-regulatory organizations. The Company is also registered with the Commodity Futures Trading Commission as an introducing broker.

The Company provides brokerage and custodial services to individual and certain institutional advisory customers of AB. See Note 10, Related Party Transactions, for a discussion of these related party transactions.

Effective April 1, 2024, AB and Societe Generale ("SocGen") completed their previously announced transaction to form a global joint venture with two joint venture holding companies, one outside of North America and one within North America (together the "JVs"). On April 1, 2024, AB deconsolidated its Bernstein Research Services ("BRS") business and contributed the BRS business to the JVs. AB has retained the Bernstein Private Wealth Management business. AB's Private Wealth Management business continues to operate through the Company and the Company continues to serve as custodian for substantially all of AB's Private Wealth assets under management. AB continues to serve as investment adviser to these Private Wealth clients. For further discussion, see Note 13 Discontinued Operations.

# (2) Significant Accounting Policies

# (a) Basis of Presentation

The Company is a single member limited liability company ("LLC") with the Parent, a Delaware limited partnership, as the member.

The financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The preparation of the financial statement 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 financial statement. Actual results could differ materially from those estimates.

# (b) Recently Adopted Accounting Pronouncements or accounting pronouncements not yet adopted

# Recently Adopted Accounting Pronouncements

In November 2023, Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which required disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted this standard effective for our financial statement issued for fiscal year ended December 31, 2024. The adoption of this standard did not have a material impact on our financial condition

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(an indirect wholly-owned subsidiary of AllianceBernstein L.P.)

# December 31, 2024

# Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This amendment is expected to enhance the transparency and decision usefulness of income tax disclosures by requiring business entities, on an annual basis, to disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold and certain information about income taxes paid. This revised guidance is effective for financial statements issued for fiscal years beginning after December 15, 2025. The revised guidance will not have a material impact on our financial condition.

# (c) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits and cash held in foreign currencies.

### (d) Bank Overdrafts

Bank overdrafts represents disbursements in excess of funds on deposit. As balances are deposited through the bank, the Company reduces the bank overdraft liability.

### Brokerage Transactions (e)

Customers' securities transactions are recorded on a settlement date basis. Receivables from and payables to clients include amounts due on cash and margin transactions. Securities owned by customers are held as collateral for receivables; such collateral is not reflected in the financial statement. The Company has the ability by contract or custom to sell or re-pledge this collateral, and has done so at various times. As of December 31, 2024, there were no re-pledged securities and an additional \$479.8 million was available to be re-pledged.

# (f) Collateralized Securities Transactions

Securities borrowed and securities loaned are recorded at the amount of cash collateral advanced or received in connection with the transaction and are included in receivables from and payables to brokers and dealers in the statement of financial condition. Securities borrowed transactions require us to deposit cash collateral with the lender. As of December 31, 2024, cash collateral on deposit with lenders was \$1.1 million. With respect to securities loaned, the Company receives cash collateral from the borrower. As of December 31, 2024, the Company had no cash collateral from borrowers. The initial collateral advanced or received approximates or is greater than the fair value of securities borrowed or loaned. We monitor the fair value of the securities borrowed and loaned on a daily basis and request additional collateral or return excess collateral amounts, as appropriate. As of December 31, 2024, there was no allowance provision required for the collateral advanced.

As of December 31, 2024, the Company had \$29.1 million of cash on deposit with clearing organizations for trade facilitation purposes. This amount is listed separately on the statement of financial condition.

# Current Expected Credit Losses- Receivables from Customers

Receivables from customers are primarily composed of margin loan balances. We consider these financing receivables to be of good credit quality as these receivables are primarily collateralized by the related customer investments.

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(an indirect wholly-owned subsidiary of AllianceBernstein L.P.)

December 31, 2024

of \$200.0 million; any such increase being subject to the affected lenders. The Credit Facility is available for AB's and the Company's business purposes. Both AB and the Company can draw directly under the Credit Facility and management may draw on the Credit Facility from time to time. AB has agreed to guarantee the obligations of the Company under the Credit Facility.

As of December 31, 2024, the Company had no amounts outstanding under the Credit Facility. During 2024, the Company did not draw upon the Credit Facility.

The Company currently has three uncommitted lines of credit with three financial institutions. Two of these lines of credit permit us to borrow up to an aggregate of approximately \$150.0 million, with AB named as an additional borrower, while the other line has no stated limit. As of December 31, 2024, the Company had no outstanding balance on these lines of credit. The average daily borrowings on the lines of credit during 2024 were \$0.6 million with a weighted average interest rate of approximately 8.5%. The Company does not guarantee the debt of AB on any of the lines of credit.

In addition, the Company has a loan agreement with AB, in which the Company may borrow up to an aggregate of \$800.0 million. As of December 31, 2024, the Company had \$20.0 million outstanding. Interest rates charged on these borrowings are at a floating rate based on the federal funds rate. Average daily borrowings for loans from AB during 2024 were \$65.8 million with a weighted average interest rate charged of 5.2%.

#### (1) Subsequent Events

We evaluate subsequent events through the date that this financial statement is available to be issued, February 28, 2025, and did not identify any subsequent events that would require disclosure in this financial statement.

# (3) Cash and Securities segregated under Federal Regulations

As of December 31, 2024, the Company had \$499.2 million of U.S. Treasury Bills and cash segregated in a special reserve bank custody account for the exclusive benefit of customers under Rule 15c3-3 of the Securities Exchange Act of 1934, as amended ("Exchange Act").

# (4) Receivables from and Payables to Brokers and Dealers

Amounts receivable from and payable to brokers and dealers as of December 31, 2024 consisted of the following (in thousands):

|                                          |   | Receivables | Payables |        |  |
|------------------------------------------|---|-------------|----------|--------|--|
| Deposits for securities borrowed/loaned  | a | 1,144 \$    |          |        |  |
| Class action payables                    |   |             |          | 7,345  |  |
| Receivables/payables on unsettled trades |   | 10,840      |          |        |  |
| Securities failed-to-deliver/receive     |   | 256         |          | 3,205  |  |
|                                          |   | 12,240      | લુ       | 10.550 |  |

{7}------------------------------------------------

(an indirect wholly-owned subsidiary of

AllianceBernstein L.P.)

# December 31, 2024

#### Investments (ર)

As of December 31, 2024, investments consisted of the following (in thousands):

| Other (cost basis) | e | 1,901    |
|--------------------|---|----------|
|                    |   | \$ 1,901 |

#### (6) 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 the 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.

The following table summarizes the valuation of our financial instruments by pricing observability levels as of December 31, 2024 (in thousands):

|                                                | Level I |  |  | Level 2         |  | Level 3 | Other | Total |              |
|------------------------------------------------|---------|--|--|-----------------|--|---------|-------|-------|--------------|
| Securities segregated (U.S. Treasury<br>Bills) |         |  |  | - \$ 499,245 \$ |  |         |       |       | — \$ 499.245 |
| Total assets measured at fair value            |         |  |  | 499,245         |  |         |       |       | - \$ 499,245 |

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:

· U.S. Treasury Bills: The Company holds U.S. Treasury Bills and cash, which are segregated in a special reserve bank custody account as required by Rule 15c3-3 of the Exchange Act. These are valued based on quoted yields in secondary markets and are included in Level 2 of the valuation hierarchy.

During the year ended December 31, 2024, we had no transfers between levels and held no Level 3 securities.

{8}------------------------------------------------

(an indirect wholly-owned subsidiary of

AllianceBernstein L.P.)

December 31, 2024

# (7) Offsetting Assets and Liabilities

Offsetting of assets as of December 31, 2024 was as follows (in thousands):

|                                 | Gross<br>Amounts of<br>Recognized<br>Assets | Gross<br>Amounts<br>Offset in the<br>Statement<br>of Financial<br>Condition | Net<br>Amounts of<br>Assets<br>Presented in<br>the<br>Statement of<br>Financial<br>Condition | Financia<br>Instruments<br>Collateral | Cash<br>Collateral<br>Received |   | Net Amount |
|---------------------------------|---------------------------------------------|-----------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|---------------------------------------|--------------------------------|---|------------|
| Securities borrowed          \$ | 1.144 \$                                    |                                                                             |                                                                                              | \$ \$ 1,144 \$ (1,044) \$             |                                | a | 100        |

#### Income Taxes (8)

The Company is a Limited Liability Company for federal income tax purposes and accordingly, is not subject to federal or state corporate income taxes. However, the Company is subject to a 4.0% New York City UBT.

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effect of significant items compromising the net deferred tax asset is as follows (in thousands):

| Net deferred tax asset                 |   | 34  |
|----------------------------------------|---|-----|
| Other differences                      |   | 53) |
| Deferred compensation plans            | S | 87  |
| Difference between book and tax basis: |   |     |
| Deferred tax asset:                    |   |     |

The net deferred tax asset is included in other assets on the statement of financial condition. Management has determined that realization of the net deferred tax asset is more likely than not based on anticipated future taxable income.

# (9) Commitments and Contingencies

# Legal and Regulatory Proceedings

For significant litigation matters, we assess the likelihood of a negative outcome. If a negative outcome is probable and the loss can be reasonably estimated loss. If a negative outcome is reasonably possible and we can estimate the potential loss or range of loss, or if a negative outcome is probable and we can estimate the potential loss or range of loss beyond any amounts already accrued, we disclose this information. However, predicting outcomes or estimating losses is often challenging due to litigation uncertainties, especially in early stages or complex cases. In such instances, we disclose our inability to predict the outcome or estimate losses.

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(an indirect wholly-owned subsidiary of AllianceBernstein L.P.)

December 31, 2024

### (10) Related Party Transactions

Receivables from officers and payables to officers at December 31, 2024 of zero and \$0.5 million, respectively, represent brokerage margin and cash accounts of principal officers of the Company and the Parent.

The Company utilizes the Parent's advisory services for the management of discretionary accounts and, as such, is liable to the Parent for these services. The Company earns investment fees from its customers and remits the full amount of these fees to the Parent.

The Parent utilizes the Company's custodial services for most of its Private Wealth Management accounts and for certain Institutional accounts.

For discussion on the Company's loans with AB, see Note 2, Significant Accounting Policies, Debt.

# (11) Net Capital Requirement

As a broker-dealer, the Company is subject to the Uniform Net Capital Rule 15c3-1 of the Exchange Act. The Company computes its net capital under the alternative method by the rule, which requires that minimum net capital, as defined, equal the greater of \$1.5 million or two percent of aggregate debit items arising from customer transactions, as defined. As of December 31, 2024, the Company had net capital of \$190.4 million which was \$161.7 million in excess of the minimum net capital requirement of \$28.7 million. Advances, dividend payments and other equity withdrawals are restricted by the regulations of the SEC, FINRA and other securities agencies.

### (12) Risk Management

#### (a) Customer Activities

The Company's customer securities are transacted on either a cash or margin basis. In margin transactions, the Company extends credit to the customer, subject to various regulatory and internal margin requirements. These transactions are collateralized by cash or securities in the customer's account. The Company seeks to control the risks associated with margin transactions by requiring customers to maintain collateral in compliance with the aforementioned regulatory and internal guidelines. The Company monitors required margin levels daily and, pursuant to such guidelines, requires customers to deposit additional collateral, or reduce positions, when necessary. A majority of the Company's customer margin accounts are managed on a discretionary basis whereby the Parent maintains control over the investment activity in the accounts. For these discretionary accounts, the Company's margin deficiency exposure is minimized through maintaining a diversified portfolio of securities in the accounts and by virtue of the Parent's discretionary authority and the Company's role as custodian.

In accordance with industry practice, the Company records customer transactions on a settlement date basis, which was generally two business days after trade date. Effective May 28, 2024 customer transactions on a settlement date basis are now recorded one business day after trade date, generally. The Company is exposed to risk of loss on these transactions in the event of the broker's inability to meet the terms of their contracts, in which case the Company may have to purchase or sell financial instruments at prevailing market prices. The risks assumed by the Company in connection with these transactions are not expected to have a material adverse effect upon the Company's financial condition.

{10}------------------------------------------------

(an indirect wholly-owned subsidiary of AllianceBernstein L.P.)

December 31, 2024

#### (b) Other Counterparties

The Company is engaged in various brokerage activities on behalf of clients, in which counterparties primarily include broker-dealers, banks and other financial institutions. In the event these counterparties do not fulfill their obligations, the Company may be exposed to loss. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company's policy to review, as necessary, each counterparty's creditworthiness.

In connection with security borrowing and lending arrangements, the Company enters into collateralized agreements, which may result in potential loss in the counterparty to a transaction is unable to fulfill its contractual obligations. Security borrowing arrangements require the Company to deposit cash collateral with the lender. With respect to security lending arrangements, the Company receives collateral in the form of cash in amounts generally in excess of the market value of the securities loaned. The Company minimizes credit risk associated with these activities by establishing credit limits for each broker and monitoring these limits on a daily basis. Additionally, security borrowing and lending collateral is market on a daily basis, and additional collateral is deposited by or returned to the Company as necessary.

### Market Risk (c)

Market risk is defined as the exposure of a portfolio to adverse changes in the values of various risk factors. The four standard market risk categories are equity, interest rate, currency and commodity. The associated market risks relate to changes in stock prices, interest rates, foreign exchange rates, commodity prices and/or their implied volatilities when derivative financial instruments reside in the portfolios.

# (13) Discontinued Operations

Effective April 1, 2024, AB and SocGen completed their previously announced transaction to form a global joint venture with two joint venture holding companies. On April 1, 2024, AB deconsolidated its BRS business and contributed the BRS business to the JVs. AB has retained the Bernstein Private Wealth Management business. AB's Private Wealth Management business continues to operate through the Company and the Company continues to serve as custodian for substantially all of AB's Private Wealth assets under management. AB continues to serve as investment adviser to these Private Wealth clients. On April 1, 2024 the Company deconsolidated the assets and liabilities associated with the disposal group.

The following table summarizes the assets and liabilities of the disposal group on April 1, 2024 (in thousands):

| S | 10,029 |
|---|--------|
|   | 3.927  |
|   | 1,580  |
|   | 15,536 |
|   |        |
|   |        |
| S | 13,016 |
|   | 2,520  |
| S | 15,536 |
|   |        |

{11}------------------------------------------------

(an indirect wholly-owned subsidiary of AllianceBernstein L.P.)

December 31, 2024

### (14) Business Segment Information

Management has assessed the requirements of ASC 280, Segment Reporting. The Company operates as a securities broker-dealer and provides brokerage and custodial services to individual and certain institutional advisory clients of AB. The Chief Operating Decision Maker ("CODM") is the Chief Executive Officer of the Company. We have determined that the Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The measurement of assets as evaluated by the CODM is reported as "Total assets" on the statement of financial condition. The accounting policies of our single operating segment are described in Note 2 Significant Accounting Policies.


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.
