AB Trust

N-CSR 1 d658884dncsr.htm AB TRUST AB Trust

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-10221

AB TRUST

(Exact name of registrant as specified in charter)

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 221-5672

Date of fiscal year end: November 30, 2018

Date of reporting period: November 30, 2018

ITEM 1.

REPORTS TO STOCKHOLDERS.

NOV^11.30.18

LOGO

ANNUAL REPORT

AB DISCOVERY VALUE FUND

LOGO

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.



Investment Products Offered		• Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year. The Fund’s portfolio holdings reports are available on the Commission’s website at www.sec.gov. The Fund’s portfolio holdings reports may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


FROM THE PRESIDENT

Dear Shareholder,

We are pleased to provide this report for AB Discovery Value Fund (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

As always, AB strives to keep clients ahead of what’s next by:

⁺

Transforming uncommon insights into uncommon knowledge with a global research scope

⁺

Navigating markets with seasoned investment experience and sophisticated solutions

⁺

Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in the AB Mutual Funds.

Sincerely,

LOGO

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds


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ANNUAL REPORT

January 15, 2019

This report provides management’s discussion of fund performance for AB Discovery Value Fund for the annual reporting period ended November 30, 2018.

The Fund’s investment objective is long-term growth of capital.

NAV RETURNS AS OF NOVEMBER 30, 2018 (unaudited)


	6 Months		12 Months
AB DISCOVERY VALUE FUND¹
Class A Shares		-5.57%		-2.57%
Class B Shares²		-5.57%		-2.68%
Class C Shares		-5.93%		-3.31%
Advisor Class Shares³		-5.43%		-2.34%
Class R Shares³		-5.74%		-3.01%
Class K Shares³		-5.60%		-2.69%
Class I Shares³		-5.43%		-2.35%
Class Z Shares³		-5.39%		-2.25%
Primary Benchmark: Russell 2500 Value Index		-3.82%		-1.07%
Russell 2500 Index		-3.46%		1.41%

1	Includes the impact of proceeds received and credited to the Fund resulting from class-action settlements, which enhanced the performance of all share classes of the Fund for the six- and 12-month periods ended November 30, 2018, by 0.03% and 0.04%, respectively.

2	Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information.

Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its primary benchmark, the Russell 2500 Value Index, in addition to the Russell 2500 Index, which represents small- and mid-cap stocks, for the six- and 12-month periods ended November 30, 2018.

During both periods, all share classes underperformed the primary benchmark and the Russell 2500 Index, before sales charges. In the 12-month period, security selection in the consumer discretionary, financials and materials sectors detracted from performance, relative to the benchmark. Security selection in the technology, health care and real estate sectors contributed.


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During the six-month period, security selection in the financials, energy and consumer discretionary sectors detracted from performance. Security selection in the health care, technology and real estate sectors contributed.

The Fund did not utilize derivatives during either period.

MARKET REVIEW AND INVESTMENT STRATEGY

During the 12-month period ended November 30, 2018, US stocks gained while non-US and emerging-market equities declined. In the US, growth stocks outperformed value stocks, in terms of style, and large-cap stocks outperformed their small-cap peers. Although US stocks benefited from corporate tax reform early in the period, and strong earnings and economic data throughout, investor sentiment globally turned negative on fears of rising interest rates, worsening trade wars and slowing global growth. The US Federal Reserve (the “Fed”) raised interest rates four times during the period and began to formally reduce its balance sheet, as widely expected. However, the Fed surprised investors at the end of the period with dovish commentary, causing the market to price in fewer rate hikes for 2019.

The Fund’s Senior Investment Management Team (the “Team”) seeks to invest opportunistically in what it considers to be undervalued companies with solid fundamentals and attractive long-term earnings prospects. The Fund’s emphasis continues to be at the stock-specific level, as the Team looks for companies that offer compelling valuation, strong free cash flow and significant company-level catalysts.

INVESTMENT POLICIES

The Fund invests primarily in a diversified portfolio of equity securities of small- to mid-capitalization US companies. Under normal circumstances, the Fund invests at least 80% of its net assets in securities of small- to mid-capitalization companies. For purposes of this policy, small- to mid-capitalization companies are those that, at the time of investment, fall within the capitalization range between the smallest company in the Russell 2500 Value Index and the greater of $5 billion or the market capitalization of the largest company in the Russell 2500 Value Index. Because the Fund’s definition of small- to mid-capitalization companies is dynamic, the lower and upper limits on market capitalization will change with the markets.

(continued on next page)


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individual securities and stock indices) or shares of exchange-traded funds (“ETFs”). These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Fund’s portfolio from a decline in value, sometimes within certain ranges. The Fund may, at times, invest in shares of ETFs in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Fund seeks to invest than direct investments.


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DISCLOSURES AND RISKS

Benchmark Disclosure

The Russell 2500^® Value Index and the Russell 2500™ Index are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 2500 Value Index represents the performance of small- to mid-cap value companies within the US; the Russell 2500 Index represents the performance of 2,500 small- to mid-cap companies within the US. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s investments will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as the Fund’s value approach, may be underperforming the market generally.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.


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DISCLOSURES AND RISKS (continued)

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com.

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4) and a 1%, 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.


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HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

11/30/2008 TO 11/30/2018

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Discovery Value Fund Class A shares (from 11/30/2008 to 11/30/2018) as compared to the performance of the Fund’s benchmarks. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.


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HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF NOVEMBER 30, 2018 (unaudited)


	NAV Returns			SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-2.57	%		-6.70	%
5 Years		7.32	%		6.39	%
10 Years		14.91	%		14.41	%
CLASS B SHARES
1 Year		-2.68	%		-6.32	%
5 Years		7.22	%		7.22	%
10 Years¹		14.80	%		14.80	%
CLASS C SHARES
1 Year		-3.31	%		-4.21	%
5 Years		6.53	%		6.53	%
10 Years		14.09	%		14.09	%
ADVISOR CLASS SHARES²
1 Year		-2.34	%		-2.34	%
5 Years		7.61	%		7.61	%
10 Years		15.24	%		15.24	%
CLASS R SHARES²
1 Year		-3.01	%		-3.01	%
5 Years		6.92	%		6.92	%
10 Years		14.57	%		14.57	%
CLASS K SHARES²
1 Year		-2.69	%		-2.69	%
5 Years		7.25	%		7.25	%
10 Years		14.90	%		14.90	%
CLASS I SHARES²
1 Year		-2.35	%		-2.35	%
5 Years		7.62	%		7.62	%
10 Years		15.26	%		15.26	%
CLASS Z SHARES²
1 Year		-2.25	%		-2.25	%
5 Years		7.70	%		7.70	%
Since Inception³		8.53	%		8.53	%

The Fund’s prospectus fee table shows the Fund’s total annual operating expense ratios as 1.13%, 1.91%, 1.87%, 0.88%, 1.53%, 1.22%, 0.86% and 0.79% for Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

(footnotes continued on next page)


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HISTORICAL PERFORMANCE (continued)

1	Assumes conversion of Class B shares into Class A shares after eight years.

These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

3	Inception date: 10/15/2013.


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HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

DECEMBER 31, 2018 (unaudited)


	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-18.82%
5 Years		3.07%
10 Years		11.96%
CLASS B SHARES
1 Year		-18.34%
5 Years		3.86%
10 Years¹		12.35%
CLASS C SHARES
1 Year		-16.58%
5 Years		3.21%
10 Years		11.64%
ADVISOR CLASS SHARES²
1 Year		-14.98%
5 Years		4.25%
10 Years		12.77%
CLASS R SHARES²
1 Year		-15.56%
5 Years		3.58%
10 Years		12.11%
CLASS K SHARES²
1 Year		-15.32%
5 Years		3.89%
10 Years		12.43%
CLASS I SHARES²
1 Year		-15.05%
5 Years		4.25%
10 Years		12.79%
CLASS Z SHARES²
1 Year		-14.98%
5 Years		4.33%
Since Inception³		5.65%

1	Assumes conversion of Class B shares into Class A shares after eight years.

Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

3	Inception date: 10/15/2013.


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EXPENSE EXAMPLE

(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.


	Beginning Account Value June 1, 2018		Ending Account Value November 30, 2018		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	944.30	$	5.31		1.09	%	$	5.36		1.10	%
Hypothetical**	$	1,000	$	1,019.60	$	5.52		1.09	%	$	5.57		1.10	%


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EXPENSE EXAMPLE (continued)


	Beginning Account Value June 1, 2018		Ending Account Value November 30, 2018		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class B
Actual	$	1,000	$	944.30	$	6.00		1.23	%	$	6.00		1.23	%
Hypothetical**	$	1,000	$	1,018.90	$	6.23		1.23	%	$	6.23		1.23	%
Class C
Actual	$	1,000	$	940.70	$	9.00		1.85	%	$	9.00		1.85	%
Hypothetical**	$	1,000	$	1,015.79	$	9.35		1.85	%	$	9.35		1.85	%
Advisor Class
Actual	$	1,000	$	945.70	$	4.10		0.84	%	$	4.15		0.85	%
Hypothetical**	$	1,000	$	1,020.86	$	4.26		0.84	%	$	4.31		0.85	%
Class R
Actual	$	1,000	$	942.60	$	7.35		1.51	%	$	7.35		1.51	%
Hypothetical**	$	1,000	$	1,017.50	$	7.64		1.51	%	$	7.64		1.51	%
Class K
Actual	$	1,000	$	944.00	$	5.85		1.20	%	$	5.85		1.20	%
Hypothetical**	$	1,000	$	1,019.05	$	6.07		1.20	%	$	6.07		1.20	%
Class I
Actual	$	1,000	$	945.70	$	4.10		0.84	%	$	4.10		0.84	%
Hypothetical**	$	1,000	$	1,020.86	$	4.26		0.84	%	$	4.26		0.84	%
Class Z
Actual	$	1,000	$	946.10	$	3.76		0.77	%	$	3.76		0.77	%
Hypothetical**	$	1,000	$	1,021.21	$	3.90		0.77	%	$	3.90		0.77	%

*	Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

**	Assumes 5% annual return before expenses.

In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).


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PORTFOLIO SUMMARY

November 30, 2018 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $2,947.8

LOGO

TEN LARGEST HOLDINGS²



Company	U.S. $ Value		Percent of Net Assets

Reinsurance Group of America, Inc. – Class A	$	58,038,910		2.0	%

Everest Re Group Ltd.		53,034,036		1.8

Zions Bancorp NA		52,419,131		1.8

Finisar Corp.		48,699,040		1.7

Alaska Air Group, Inc.		45,625,888		1.5

Camden Property Trust		45,290,355		1.5

Genpact Ltd.		45,162,057		1.5

American Campus Communities, Inc.		44,003,392		1.5

CubeSmart		42,743,231		1.5

Alliant Energy Corp.		42,588,938		1.4

	$	477,604,978		16.2	%

1	All data are as of November 30, 2018. The Fund’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

2	Long-term investments.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.



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PORTFOLIO OF INVESTMENTS

November 30, 2018


Company	Shares		U.S. $ Value

COMMON STOCKS – 97.6%
Financials – 22.5%
Banks – 10.5%
Associated Banc-Corp.		1,224,359	$	28,368,398
Comerica, Inc.		427,988		33,888,090
Huntington Bancshares, Inc./OH		1,853,534		27,043,061
Sterling Bancorp/DE		1,871,149		36,113,176
Synovus Financial Corp.		722,596		27,321,355
Texas Capital Bancshares, Inc.^(a)		514,961		30,722,573
Umpqua Holdings Corp.		1,984,768		38,186,936
Webster Financial Corp.		567,924		34,171,987
Zions Bancorp NA		1,077,253		52,419,131

				308,234,707

Consumer Finance – 0.8%
OneMain Holdings, Inc.^(a)		759,957		22,243,942


Insurance – 8.8%
American Financial Group, Inc./OH		325,451		33,313,164
Everest Re Group Ltd.		238,806		53,034,036
First American Financial Corp.		712,822		34,450,687
Hanover Insurance Group, Inc. (The)		185,128		21,236,033
Old Republic International Corp.		1,588,252		35,815,083
Reinsurance Group of America, Inc. – Class A		388,532		58,038,910
Selective Insurance Group, Inc.		369,380		24,515,751

				260,403,664

Thrifts & Mortgage Finance – 2.4%
BankUnited, Inc.		1,120,306		38,695,369
Essent Group Ltd.^(a)		853,734		32,919,983

				71,615,352

				662,497,665

Information Technology – 15.4%
Communications Equipment – 2.8%
Finisar Corp.^(a)		2,085,612		48,699,040
NetScout Systems, Inc.^(a)		1,253,666		33,573,176

				82,272,216

Electronic Equipment, Instruments & Components – 2.9%
Anixter International, Inc.^(a)		292,752		18,724,418
Avnet, Inc.		926,654		40,605,978
CDW Corp./DE		173,291		16,060,610
Sanmina Corp.^(a)		375,185		10,145,002

				85,536,008

IT Services – 3.7%
Amdocs Ltd.		480,289		31,175,559
Booz Allen Hamilton Holding Corp.		653,918		33,552,533
Genpact Ltd.		1,486,572		45,162,057

				109,890,149


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PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Semiconductors & Semiconductor Equipment – 2.4%
Cypress Semiconductor Corp.		2,084,384	$	28,972,938
MaxLinear, Inc. – Class A^(a)		1,052,332		21,467,573
Mellanox Technologies Ltd.^(a)		198,093		18,388,973

				68,829,484

Software – 2.2%
Nuance Communications, Inc.^(a)		1,690,169		27,025,802
Verint Systems, Inc.^(a)		837,022		38,025,910

				65,051,712

Technology Hardware, Storage & Peripherals – 1.4%
NCR Corp.^(a)		1,525,157		42,262,100

				453,841,669

Industrials – 15.2%
Air Freight & Logistics – 0.7%
Atlas Air Worldwide Holdings, Inc.^(a)		366,808		19,532,526


Airlines – 3.9%
Alaska Air Group, Inc.		622,794		45,625,888
Hawaiian Holdings, Inc.		798,488		32,051,308
SkyWest, Inc.		664,688		38,339,204

				116,016,400

Commercial Services & Supplies – 0.8%
Steelcase, Inc. – Class A		1,489,628		24,131,974


Construction & Engineering – 3.8%
AECOM^(a)		741,292		23,839,951
Granite Construction, Inc.		541,763		27,429,461
Quanta Services, Inc.^(a)		1,034,873		36,324,042
Tutor Perini Corp.^(a)		1,278,973		23,801,687

				111,395,141

Electrical Equipment – 2.2%
EnerSys		359,299		31,391,954
Regal Beloit Corp.		431,880		33,764,378

				65,156,332

Machinery – 2.3%
Oshkosh Corp.		471,636		33,641,796
SPX FLOW, Inc.^(a)		386,339		14,499,303
Terex Corp.		612,935		20,263,631

				68,404,730

Trading Companies & Distributors – 1.5%
BMC Stock Holdings, Inc.^(a)		1,045,549		17,784,789
MRC Global, Inc.^(a)		1,657,377		26,070,540

				43,855,329

				448,492,432


abfunds.com		AB DISCOVERY VALUE FUND ^\| 15

PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Real Estate – 10.5%
Equity Real Estate Investment Trusts (REITs) – 10.5%
American Campus Communities, Inc.		1,003,956	$	44,003,392
Camden Property Trust		475,939		45,290,355
CubeSmart		1,372,615		42,743,231
Empire State Realty Trust, Inc. – Class A		2,373,633		38,429,118
MGM Growth Properties LLC – Class A		955,465		27,221,198
Park Hotels & Resorts, Inc.		1,069,750		32,969,695
STAG Industrial, Inc.		1,427,995		38,255,986
Sun Communities, Inc.		393,948		41,009,987

				309,922,962

Consumer Discretionary – 8.8%
Auto Components – 1.4%
Cooper-Standard Holdings, Inc.^(a)		289,376		21,159,173
Lear Corp.		151,049		20,580,426

				41,739,599

Diversified Consumer Services – 1.6%
Houghton Mifflin Harcourt Co.^(a)		2,003,612		19,935,939
Sotheby’s^(a)		661,752		26,463,463

				46,399,402

Hotels, Restaurants & Leisure – 1.2%
Bloomin’ Brands, Inc.		1,803,411		35,256,685


Household Durables – 1.8%
Lennar Corp. – Class A		694,812		29,689,317
Taylor Morrison Home Corp. – Class A^(a)		1,455,354		24,610,036

				54,299,353

Specialty Retail – 2.1%
Michaels Cos., Inc. (The)^(a)		1,721,838		29,219,591
Signet Jewelers Ltd.		609,452		32,118,120

				61,337,711

Textiles, Apparel & Luxury Goods – 0.7%
Skechers U.S.A., Inc. – Class A^(a)		706,623		19,078,821

				258,111,571

Energy – 7.2%
Energy Equipment & Services – 3.5%
Dril-Quip, Inc.^(a)		514,995		20,218,704
Helix Energy Solutions Group, Inc.^(a)		1,615,444		13,246,641
Oil States International, Inc.^(a)		1,003,607		22,500,869
Patterson-UTI Energy, Inc.		1,737,189		24,112,183
RPC, Inc.^(b)		1,690,502		22,111,766

				102,190,163

Oil, Gas & Consumable Fuels – 3.7%
HollyFrontier Corp.		308,368		19,263,749
Oasis Petroleum, Inc.^(a)		2,623,070		18,728,720


16 ^\| AB DISCOVERY VALUE FUND		abfunds.com

PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

QEP Resources, Inc.^(a)		3,687,501	$	29,610,633
SM Energy Co.		1,208,926		24,662,090
SRC Energy, Inc.^(a)		3,058,741		17,648,936

				109,914,128

				212,104,291

Utilities – 5.4%
Electric Utilities – 3.5%
Alliant Energy Corp.		938,289		42,588,938
PNM Resources, Inc.		686,716		29,679,865
Portland General Electric Co.		654,432		31,510,901

				103,779,704

Gas Utilities – 1.0%
Southwest Gas Holdings, Inc.		363,616		28,642,032


Multi-Utilities – 0.9%
Black Hills Corp.		411,928		27,273,753

				159,695,489

Consumer Staples – 5.0%
Beverages – 1.2%
Cott Corp.		2,253,237		33,460,570


Food & Staples Retailing – 1.4%
US Foods Holding Corp.^(a)		1,261,406		41,853,451


Food Products – 2.4%
Ingredion, Inc.		303,640		31,718,234
Nomad Foods Ltd.^(a)		1,947,232		39,373,031

				71,091,265

				146,405,286

Materials – 3.9%
Chemicals – 1.7%
Orion Engineered Carbons SA		760,456		19,863,111
Stepan Co.		5,275		426,326
Trinseo SA		588,565		29,740,189

				50,029,626

Containers & Packaging – 1.2%
Graphic Packaging Holding Co.		2,837,989		34,027,488


Metals & Mining – 1.0%
Alcoa Corp.^(a)		958,772		30,498,537

				114,555,651

Health Care – 3.1%
Health Care Providers & Services – 1.8%
Molina Healthcare, Inc.^(a)		220,723		30,837,210
WellCare Health Plans, Inc.^(a)		89,676		22,856,619

				53,693,829


abfunds.com		AB DISCOVERY VALUE FUND ^\| 17

PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Life Sciences Tools & Services – 1.3%
ICON PLC^(a)		266,748	$	38,603,771

				92,297,600

Communication Services – 0.6%
Media – 0.6%
Scholastic Corp.		415,196		19,186,206

Total Common Stocks (cost $2,588,387,083)				2,877,110,822


SHORT-TERM INVESTMENTS – 2.5%
Investment Companies – 2.5%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.13%^(c)(d)(e) (cost $73,030,240)		73,030,240		73,030,240

Total Investments Before Security Lending Collateral for Securities Loaned – 100.1% (cost $2,662,575,830)				2,950,141,062


INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 0.7%
Investment Companies – 0.7%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.13%^(c)(d)(e) (cost $22,602,499)		22,602,499		22,602,499


Total Investments – 100.8% (cost $2,684,019,822)				2,972,743,561
Other assets less liabilities – (0.8)%				(24,943,097	)


Net Assets – 100.0%			$	2,947,800,464

(a)	Non-income producing security.

(b)	Represents entire or partial securities out on loan. See Note E for securities lending information.

(c)	Affiliated investments.

(d)	The rate shown represents the 7-day yield as of period end.

(e)	To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

See notes to financial statements.



18 ^\| AB DISCOVERY VALUE FUND		abfunds.com

STATEMENT OF ASSETS & LIABILITIES

November 30, 2018


Assets
Investments in securities, at value
Unaffiliated issuers (cost $2,588,387,083)	$	2,877,110,822	^(a)
Affiliated issuers (cost $95,632,739—including investment of cash collateral for securities loaned of $22,602,499)		95,632,739
Receivable for shares of beneficial interest sold		10,808,739
Receivable for investment securities sold		4,658,641
Unaffiliated dividends receivable		2,197,289
Affiliated dividends receivable		92,914

Total assets		2,990,501,144

Liabilities
Payable for collateral received on securities loaned		22,602,499
Payable for shares of beneficial interest redeemed		10,564,385
Payable for investment securities purchased		7,055,001
Advisory fee payable		1,763,142
Distribution fee payable		174,316
Transfer Agent fee payable		103,447
Administrative fee payable		10,989
Accrued expenses		426,901

Total liabilities		42,700,680

Net Assets	$	2,947,800,464

Composition of Net Assets
Paid-in capital	$	2,392,364,626
Distributable earnings		555,435,838

	$	2,947,800,464

Net Asset Value Per Share—unlimited shares authorized, without par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	422,763,520		19,162,561	$	22.06	*

B	$	1,665,272		80,537	$	20.68

C	$	59,761,159		3,089,455	$	19.34

Advisor	$	1,349,282,277		59,647,860	$	22.62

R	$	74,104,203		3,468,700	$	21.36

K	$	37,062,231		1,704,647	$	21.74

I	$	222,059,939		10,120,298	$	21.94

Z	$	781,101,863		35,619,203	$	21.93

(a)	Includes securities on loan with a value of $20,389,012 (see Note E).

*	The maximum offering price per share for Class A shares was $23.04 which reflects a sales charge of 4.25%.

See notes to financial statements.



abfunds.com		AB DISCOVERY VALUE FUND ^\| 19

STATEMENT OF OPERATIONS

Year Ended November 30, 2018


Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $133,756)	$	41,531,576
Affiliated issuers		1,532,303		$	43,063,879

Expenses
Advisory fee (see Note B)		22,474,027
Distribution fee—Class A		1,198,186
Distribution fee—Class B		20,673
Distribution fee—Class C		710,890
Distribution fee—Class R		425,536
Distribution fee—Class K		98,472
Transfer agency—Class A		458,100
Transfer agency—Class B		2,619
Transfer agency—Class C		69,099
Transfer agency—Advisor Class		1,429,307
Transfer agency—Class R		221,279
Transfer agency—Class K		78,778
Transfer agency—Class I		280,845
Transfer agency—Class Z		127,529
Custodian		196,234
Printing		160,368
Registration fees		146,520
Audit and tax		67,928
Administrative		62,202
Legal		48,322
Trustees’ fees		24,557
Miscellaneous		92,781

Total expenses		28,394,252
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(153,130	)
Less: expenses waived and reimbursed by the Distributor (see Note C)		(13,438	)

Net expenses					28,227,684

Net investment income					14,836,195

Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain on investment transactions^(a)					301,534,431
Net change in unrealized appreciation/depreciation of investments					(391,358,084	)

Net loss on investment transactions					(89,823,653	)

Net Decrease in Net Assets from Operations				$	(74,987,458	)

(a)	On September 28, 2018, the Fund had redemptions-in-kind with total proceeds in the amount of $315,463,239. The gain on investments of $25,674,874 will not be realized for tax purposes.

See notes to financial statements.


20 ^\| AB DISCOVERY VALUE FUND		abfunds.com

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended November 30, 2018			Year Ended November 30, 2017
Increase (Decrease) in Net Assets from Operations
Net investment income	$	14,836,195		$	8,933,110
Net realized gain on investment transactions		301,534,431			196,380,757
Net change in unrealized appreciation/depreciation of investments		(391,358,084	)		138,883,209

Net increase (decrease) in net assets from operations		(74,987,458	)		344,197,076
Distributions to Shareholders*
Class A		(30,917,293	)		(17,816,686	)
Class B		(151,639	)		(124,682	)
Class C		(5,317,347	)		(5,183,878	)
Advisor Class		(87,081,656	)		(43,193,206	)
Class R		(5,715,166	)		(3,342,276	)
Class K		(2,549,197	)		(2,183,246	)
Class I		(16,864,120	)		(9,226,145	)
Class Z		(35,584,225	)		(10,620,318	)
Transactions in Shares of Beneficial Interest
Net increase		242,292,634			137,121,337

Total increase (decrease)		(16,875,467	)		389,627,976
Net Assets
Beginning of period		2,964,675,931			2,575,047,955

End of period	$	2,947,800,464		$	2,964,675,931

*	The prior year’s amounts have been reclassified to conform with the current year’s presentation. See Note J, Recent Accounting Pronouncements, in the Notes to Financial Statements for more information.

See notes to financial statements.


abfunds.com		AB DISCOVERY VALUE FUND ^\| 21

NOTES TO FINANCIAL STATEMENTS

November 30, 2018

NOTE A

Significant Accounting Policies

AB Trust (the “Trust”) was organized as a Massachusetts business trust on December 12, 2000 and is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Trust operates as a series company currently comprised of three funds. Each fund is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Discovery Value Fund (the “Fund”), a diversified fund. The Fund offers Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to 0% depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Fund to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AB mutual fund, (ii) for purposes of dividend reinvestment, (iii) through the Fund’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Effective April 10, 2017, Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class, Class I and Class Z shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eight classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.


22 ^\| AB DISCOVERY VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Trust’s Board of Trustees (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.


abfunds.com		AB DISCOVERY VALUE FUND ^\| 23

NOTES TO FINANCIAL STATEMENTS (continued)

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

•

Level 1—quoted prices in active markets for identical investments

•

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)


24 ^\| AB DISCOVERY VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of November 30, 2018:

Investments in

Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks^(a)

2,877,110,822

– 0

–

– 0

–

2,877,110,822

Short-Term Investments

73,030,240

– 0

–

– 0

–

73,030,240

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

22,602,499

– 0

–

– 0

–

22,602,499

Total Investments in Securities

2,972,743,561

– 0

–

– 0

–

2,972,743,561

Other Financial Instruments^(b)

– 0

–

– 0

–

– 0

–

– 0

–

Total^(c)

2,972,743,561

– 0

–

– 0

–

2,972,743,561

(a)	See Portfolio of Investments for sector classifications.

(b)

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

(c)	There were no transfers between any levels during the reporting period.

The Fund recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Fund. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.


abfunds.com		AB DISCOVERY VALUE FUND ^\| 25

NOTES TO FINANCIAL STATEMENTS (continued)

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and any third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes


26 ^\| AB DISCOVERY VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Trust are charged proportionately to each fund or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.


abfunds.com		AB DISCOVERY VALUE FUND ^\| 27

NOTES TO FINANCIAL STATEMENTS (continued)

During 2017, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including AllianceBernstein L.P., the investment adviser to the Funds (“the Adviser”). During the second quarter of 2018, AXA Equitable completed the IPO, and, as a result, AXA held approximately 72.2% of the outstanding common stock of AXA Equitable as of September 30, 2018. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021 and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.

In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018 for shareholders of each Fund to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.


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At the December 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

On November 20, 2018 AXA completed a public offering of 60,000,000 shares of AXA Equitable’s common stock and simultaneously sold 30,000,000 of such shares to AXA Equitable pursuant to a separate agreement with it. As a result AXA currently owns approximately 59.2% of the shares of common stock of AXA Equitable.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the year ended November 30, 2018, the reimbursement for such services amounted to $62,202.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $1,023,653 for the year ended November 30, 2018.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $6,460 from the sale of Class A shares and received $4,254, $832 and $2,044 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the year ended November 30, 2018.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio until August 31, 2019. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended November 30, 2018, such waiver amounted to $94,523.



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NOTES TO FINANCIAL STATEMENTS (continued)

A summary of the Fund’s transactions in AB mutual funds for the year ended November 30, 2018 is as follows:


Fund	Market Value 11/30/17 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 11/30/18 (000)		Dividend Income (000)
Government Money Market Portfolio	$	31,779	$	955,177	$	913,925	$	73,031	$	953
Government Money Market Portfolio*		109,460		600,069		686,927		22,602		579

Total							$	95,633	$	1,532

*	Investments of cash collateral for securities lending transactions (see Note E).

Brokerage commissions paid on investment transactions for the year ended November 30, 2018 amounted to $1,338,109, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to both Class B and Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class, Class I and Class Z shares. Effective of August 1, 2012, with respect to Class B shares, payments made to the Distributor are voluntarily being limited to .35% of the average daily net assets attributable to Class B shares. For the year ended November 30, 2018, such waiver amounted to $13,438. Effective February 29, 2016, payments under the Agreement in respect of Class A shares are limited to an annual rate of .25% of Class A shares’ average daily net assets. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amounts of $183,946, $3,584,248, $2,493,491 and $802,547 for Class B, Class C, Class R and Class K shares, respectively. While such costs may be recovered from the Fund in future periods so long as the Agreement is



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NOTES TO FINANCIAL STATEMENTS (continued)

in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended November 30, 2018 were as follows:


	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	1,637,239,106		$	1,276,615,530
U.S. government securities		– 0	–		– 0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:


Cost	$	2,700,105,337

Gross unrealized appreciation	$	438,413,976
Gross unrealized depreciation		(165,775,752	)

Net unrealized appreciation	$	272,638,224

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Fund did not engage in derivatives transactions for the year ended November 30, 2018.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct



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NOTES TO FINANCIAL STATEMENTS (continued)

investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash. The Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Fund to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At November 30, 2018, the Fund had securities on loan with a value of $20,389,012 and had received cash collateral which has been invested into Government Money Market Portfolio of $22,602,499. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Fund earned net securities lending income of $579,335 from Government Money Market Portfolio, inclusive of a rebate expense paid to the borrower, for the year ended November 30, 2018; this amount is reflected in the statement of operations. In connection with the cash collateral investment by the Fund in the Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly


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NOTES TO FINANCIAL STATEMENTS (continued)

by the Fund as an acquired fund fee and expense. For the year ended November 30, 2018, such waiver amounted to $58,607. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities.

NOTE F

Shares of Beneficial Interest

Transactions in shares of beneficial interest for each class were as follows:



	Shares						Amount
	Year Ended November 30, 2018			Year Ended November 30, 2017			Year Ended November 30, 2018			Year Ended November 30, 2017

Class A
Shares sold		2,972,731			3,900,431		$	68,357,895		$	85,858,598

Shares issued in reinvestment of dividends and distributions		1,295,322			769,778			28,717,292			16,788,856

Shares converted from Class B		26,077			56,577			596,471			1,244,914

Shares converted from Class C		257,151			1,995,721			5,936,618			43,482,146

Shares redeemed		(6,474,204	)		(8,976,051	)		(148,763,563	)		(197,552,868	)

Net decrease		(1,922,923	)		(2,253,544	)	$	(45,155,287	)	$	(50,178,354	)


Class B
Shares sold		5,070			5,955		$	109,878		$	123,373

Shares issued in reinvestment of dividends and distributions		7,149			5,895			148,770			121,085

Shares converted to Class A		(27,799	)		(60,101	)		(596,471	)		(1,244,914	)

Shares redeemed		(12,489	)		(20,781	)		(272,078	)		(430,596	)

Net decrease		(28,069	)		(69,032	)	$	(609,901	)	$	(1,431,052	)


Class C
Shares sold		181,779			624,473		$	3,693,219		$	12,278,139

Shares issued in reinvestment of distributions		242,826			242,988			4,754,537			4,745,556

Shares converted to Class A		(292,044	)		(2,235,776	)		(5,936,618	)		(43,482,146	)

Shares redeemed		(843,389	)		(2,038,241	)		(17,159,288	)		(40,063,973	)

Net decrease		(710,828	)		(3,406,556	)	$	(14,648,150	)	$	(66,522,424	)


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NOTES TO FINANCIAL STATEMENTS (continued)



	Shares						Amount
	Year Ended November 30, 2018			Year Ended November 30, 2017			Year Ended November 30, 2018			Year Ended November 30, 2017

Advisor Class
Shares sold		25,033,018			16,581,334		$	591,086,891		$	371,972,284

Shares issued in reinvestment of dividends and distributions		3,407,925			1,641,188			77,291,734			36,549,243

Shares redeemed		(25,969,739	)		(15,076,379	)		(621,262,057	)		(339,316,342	)

Net increase		2,471,204			3,146,143		$	47,116,568		$	69,205,185


Class R
Shares sold		512,568			852,782		$	11,391,947		$	18,286,380

Shares issued in reinvestment of dividends and distributions		264,931			156,988			5,711,907			3,342,275

Shares redeemed		(1,338,664	)		(1,616,255	)		(29,815,335	)		(34,734,474	)

Net decrease		(561,165	)		(606,485	)	$	(12,711,481	)	$	(13,105,819	)


Class K
Shares sold		408,638			623,850		$	9,290,017		$	13,540,588

Shares issued in reinvestment of dividends and distributions		116,561			101,452			2,549,193			2,183,243

Shares redeemed		(632,683	)		(1,824,573	)		(14,193,352	)		(39,261,107	)

Net decrease		(107,484	)		(1,099,271	)	$	(2,354,142	)	$	(23,537,276	)


Class I
Shares sold		3,008,710			3,164,574		$	68,328,504		$	68,956,131

Shares issued in reinvestment of dividends and distributions		765,314			425,591			16,836,907			9,214,055

Shares redeemed		(4,716,183	)		(3,766,418	)		(106,343,136	)		(82,971,416	)

Net decrease		(942,159	)		(176,253	)	$	(21,177,725	)	$	(4,801,230	)


Class Z
Shares sold		15,618,554			14,058,521		$	363,522,709		$	307,811,972

Shares issued in reinvestment of dividends and distributions		1,619,673			491,226			35,584,223			10,620,317

Shares redeemed		(4,717,250	)		(4,150,234	)		(107,274,180	)		(90,939,982	)

Net increase		12,520,977			10,399,513		$	291,832,752		$	227,492,307


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NOTE G

Risks Involved in Investing in the Fund

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended November 30, 2018.


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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended November 30, 2018 and November 30, 2017 were as follows:


	2018		2017
Distributions paid from:
Ordinary income	$	10,195,499	$	7,571,311
Net long-term capital gains		173,985,144		84,119,126

Total taxable distributions	$	184,180,643	$	91,690,437

As of November 30, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:


Undistributed ordinary income	$	30,803,623
Undistributed capital gains		251,993,991
Unrealized appreciation/(depreciation)		272,638,224	^(a)

Total accumulated earnings/(deficit)	$	555,435,838

(a)	The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of November 30, 2018, the Fund did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the utilization of earnings and profits distributed to shareholders on redemption of shares resulted in a net decrease in distributable earnings and a net increase in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. At this time, management is evaluating the implications of these changes on the financial statements.


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In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in Regulation S-X that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to Regulation S-X was November 5, 2018 (for reporting period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the financial statements.

NOTE K

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.



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FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class A
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 24.15			$ 22.12			$ 20.19			$ 22.91			$ 22.87

Income From Investment Operations
Net investment income^(a)		.07	^(b)		.04	^(b)		.05	^(b)		.03			.10
Net realized and unrealized gain (loss) on investment transactions		(.69	)		2.75			3.02			.13			2.00
Capital contributions		– 0	–		– 0	–		.00	^(c)		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		(.62	)		2.79			3.07			.16			2.10

Less: Dividends and Distributions
Dividends from net investment income		(.04	)		(.04	)		(.00	)^(c)		(.10	)		(.05	)
Distributions from net realized gain on investment transactions		(1.43	)		(.72	)		(1.14	)		(2.78	)		(2.01	)

Total dividends and distributions		(1.47	)		(.76	)		(1.14	)		(2.88	)		(2.06	)

Net asset value, end of period		$ 22.06			$ 24.15			$ 22.12			$ 20.19			$ 22.91

Total Return
Total investment return based on net asset value^(d)*		(2.57	)%		12.94	%		16.56	%		.87	%		10.04	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$422,764			$509,111			$516,153			$549,547			$649,671
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		1.10	%		1.12	%		1.16	%		1.20	%		1.21	%
Expenses, before waivers/reimbursements^(e)		1.10	%		1.13	%		1.16	%		1.20	%		1.21	%
Net investment income		.30	%^(b)		.17	%^(b)		.25	%^(b)		.16	%		.45	%
Portfolio turnover rate		42	%		39	%		57	%		47	%		50	%

See footnote summary on page 46.


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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class B
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 22.71			$ 20.84			$ 19.11			$ 21.83			$ 21.87

Income From Investment Operations
Net investment income^(a)(f)		.04	^(b)		.01	^(b)		.03	^(b)		.02			.08
Net realized and unrealized gain (loss) on investment transactions		(.64	)		2.58			2.84			.11			1.91
Capital contributions		– 0	–		– 0	–		.00	^(c)		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		(.60	)		2.59			2.87			.13			1.99

Less: Dividends and Distributions
Dividends from net investment income		(.00	)^(c)		(.00	)^(c)		– 0	–		(.07	)		(.02	)
Distributions from net realized gain on investment transactions		(1.43	)		(.72	)		(1.14	)		(2.78	)		(2.01	)

Total dividends and distributions		(1.43	)		(.72	)		(1.14	)		(2.85	)		(2.03	)

Net asset value, end of period		$ 20.68			$ 22.71			$ 20.84			$ 19.11			$ 21.83

Total Return
Total investment return based on net asset value^(d)*		(2.68	)%		12.82	%		16.44	%		.78	%		9.97	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,665			$2,467			$3,702			$6,026			$11,597
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		1.23	%		1.25	%		1.27	%		1.27	%		1.27	%
Expenses, before waivers/reimbursements^(e)		1.88	%		1.91	%		1.92	%		1.92	%		1.92	%
Net investment income^(f)		.18	%^(b)		.04	%^(b)		.18	%^(b)		.10	%		.40	%
Portfolio turnover rate		42	%		39	%		57	%		47	%		50	%

See footnote summary on page 46.


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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class C
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 21.46			$ 19.85			$ 18.37			$ 21.13			$ 21.35

Income From Investment Operations
Net investment loss^(a)		(.09	)^(b)		(.12	)^(b)		(.08	)^(b)		(.10	)		(.05	)
Net realized and unrealized gain (loss) on investment transactions		(.60	)		2.45			2.70			.12			1.84
Capital contributions		– 0	–		– 0	–		.00	^(c)		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		(.69	)		2.33			2.62			.02			1.79

Less: Distributions
Distributions from net realized gain on investment transactions		(1.43	)		(.72	)		(1.14	)		(2.78	)		(2.01	)

Net asset value, end of period		$ 19.34			$ 21.46			$ 19.85			$ 18.37			$ 21.13

Total Return
Total investment return based on net asset value^(d)*		(3.31	)%		12.11	%		15.69	%		.19	%		9.22	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$59,761			$81,567			$143,061			$153,736			$174,848
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		1.85	%		1.87	%		1.90	%		1.90	%		1.91	%
Expenses, before waivers/reimbursements^(e)		1.85	%		1.87	%		1.90	%		1.90	%		1.91	%
Net investment loss		(.44	)%^(b)		(.60	)%^(b)		(.49	)%^(b)		(.55	)%		(.26	)%
Portfolio turnover rate		42	%		39	%		57	%		47	%		50	%

See footnote summary on page 46.


40 ^\| AB DISCOVERY VALUE FUND		abfunds.com

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Advisor Class
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 24.72			$ 22.62			$ 20.63			$ 23.35			$ 23.27

Income From Investment Operations
Net investment income^(a)		.13	^(b)		.10	^(b)		.10	^(b)		.09			.17
Net realized and unrealized gain (loss) on investment transactions		(.71	)		2.81			3.08			.14			2.03
Capital contributions		– 0	–		– 0	–		.00	^(c)		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		(.58	)		2.91			3.18			.23			2.20

Less: Dividends and Distributions
Dividends from net investment income		(.09	)		(.09	)		(.05	)		(.17	)		(.11	)
Distributions from net realized gain on investment transactions		(1.43	)		(.72	)		(1.14	)		(2.78	)		(2.01	)

Total dividends and distributions		(1.52	)		(.81	)		(1.19	)		(2.95	)		(2.12	)

Net asset value, end of period		$ 22.62			$ 24.72			$ 22.62			$ 20.63			$ 23.35

Total Return
Total investment return based on net asset value^(d)*		(2.34	)%		13.25	%		16.83	%		1.21	%		10.34	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,349,282			$1,413,304			$1,221,938			$1,155,700			$991,020
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		.85	%		.87	%		.89	%		.90	%		.91	%
Expenses, before waivers/reimbursements^(e)		.85	%		.88	%		.90	%		.90	%		.91	%
Net investment income		.56	%^(b)		.42	%^(b)		.50	%^(b)		.44	%		.74	%
Portfolio turnover rate		42	%		39	%		57	%		47	%		50	%

See footnote summary on page 46.


abfunds.com		AB DISCOVERY VALUE FUND ^\| 41

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class R
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 23.48			$ 21.57			$ 19.79			$ 22.50			$ 22.53

Income From Investment Operations
Net investment income (loss)^(a)		(.02	)^(b)		(.05	)^(b)		(.02	)^(b)		(.03	)		.03
Net realized and unrealized gain (loss) on investment transactions		(.67	)		2.68			2.94			.13			1.95
Capital contributions		– 0	–		– 0	–		.00	^(c)		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		(.69	)		2.63			2.92			.10			1.98

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		– 0	–		(.03	)		– 0	–
Distributions from net realized gain on investment transactions		(1.43	)		(.72	)		(1.14	)		(2.78	)		(2.01	)

Total dividends and distributions		(1.43	)		(.72	)		(1.14	)		(2.81	)		(2.01	)

Net asset value, end of period		$ 21.36			$ 23.48			$ 21.57			$ 19.79			$ 22.50

Total Return
Total investment return based on net asset value^(d)*		(3.01	)%		12.55	%		16.11	%		.56	%		9.61	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$74,104			$94,612			$100,017			$106,830			$138,740
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		1.51	%		1.52	%		1.52	%		1.54	%		1.54	%
Expenses, before waivers/reimbursements^(e)		1.52	%		1.53	%		1.53	%		1.54	%		1.54	%
Net investment income (loss)		(.11	)%^(b)		(.23	)%^(b)		(.11	)%^(b)		(.17	)%		.12	%
Portfolio turnover rate		42	%		39	%		57	%		47	%		50	%

See footnote summary on page 46.


42 ^\| AB DISCOVERY VALUE FUND		abfunds.com

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class K
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 23.80			$ 21.82			$ 19.95			$ 22.67			$ 22.66

Income From Investment Operations
Net investment income^(a)		.05	^(b)		.01	^(b)		.03	^(b)		.03			.09
Net realized and unrealized gain (loss) on investment transactions		(.68	)		2.72			2.98			.13			1.98
Capital contributions		– 0	–		– 0	–		.00	^(c)		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		(.63	)		2.73			3.01			.16			2.07

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.03	)		– 0	–		(.10	)		(.05	)
Distributions from net realized gain on investment transactions		(1.43	)		(.72	)		(1.14	)		(2.78	)		(2.01	)

Total dividends and distributions		(1.43	)		(.75	)		(1.14	)		(2.88	)		(2.06	)

Net asset value, end of period		$ 21.74			$ 23.80			$ 21.82			$ 19.95			$ 22.67

Total Return
Total investment return based on net asset value^(d)*		(2.69	)%		12.88	%		16.45	%		.87	%		10.01	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$37,062			$43,126			$63,529			$62,512			$68,981
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		1.20	%		1.21	%		1.21	%		1.23	%		1.23	%
Expenses, before waivers/reimbursements^(e)		1.21	%		1.22	%		1.22	%		1.23	%		1.23	%
Net investment income		.20	%^(b)		.07	%^(b)		.19	%^(b)		.13	%		.43	%
Portfolio turnover rate		42	%		39	%		57	%		47	%		50	%

See footnote summary on page 46.


abfunds.com		AB DISCOVERY VALUE FUND ^\| 43

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class I
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 24.03			$ 22.01			$ 20.10			$ 22.83			$ 22.80

Income From Investment Operations
Net investment income^(a)		.12	^(b)		.10	^(b)		.09	^(b)		.10			.17
Net realized and unrealized gain (loss) on investment transactions		(.68	)		2.73			3.01			.13			1.99
Capital contributions		– 0	–		– 0	–		.00	^(c)		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		(.56	)		2.83			3.10			.23			2.16

Less: Dividends and Distributions
Dividends from net investment income		(.10	)		(.09	)		(.05	)		(.18	)		(.12	)
Distributions from net realized gain on investment transactions		(1.43	)		(.72	)		(1.14	)		(2.78	)		(2.01	)

Total dividends and distributions		(1.53	)		(.81	)		(1.19	)		(2.96	)		(2.13	)

Net asset value, end of period		$ 21.94			$ 24.03			$ 22.01			$ 20.10			$ 22.83

Total Return
Total investment return based on net asset value^(d)*		(2.35	)%		13.27	%		16.85	%		1.21	%		10.39	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$222,060			$265,834			$247,354			$194,660			$307,096
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		.86	%		.85	%		.88	%		.88	%		.89	%
Expenses, before waivers/reimbursements^(e)		.86	%		.86	%		.89	%		.88	%		.89	%
Net investment income		.54	%^(b)		.44	%^(b)		.50	%^(b)		.48	%		.77	%
Portfolio turnover rate		42	%		39	%		57	%		47	%		50	%

See footnote summary on page 46.


44 ^\| AB DISCOVERY VALUE FUND		abfunds.com

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class Z
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 24.01			$ 21.99			$ 20.09			$ 22.82			$ 22.80

Income From Investment Operations
Net investment income^(a)		.14	^(b)		.12	^(b)		.11	^(b)		.10			.16
Net realized and unrealized gain (loss) on investment transactions		(.68	)		2.72			2.99			.15			2.00
Capital contributions		– 0	–		– 0	–		.00	^(c)		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		(.54	)		2.84			3.10			.25			2.16

Less: Dividends and Distributions
Dividends from net investment income		(.11	)		(.10	)		(.06	)		(.20	)		(.13	)
Distributions from net realized gain on investment transactions		(1.43	)		(.72	)		(1.14	)		(2.78	)		(2.01	)

Total dividends and distributions		(1.54	)		(.82	)		(1.20	)		(2.98	)		(2.14	)

Net asset value, end of period		$ 21.93			$ 24.01			$ 21.99			$ 20.09			$ 22.82

Total Return
Total investment return based on net asset value^(d)*		(2.25	)%		13.36	%		16.93	%		1.30	%		10.42	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$781,102			$554,655			$279,294			$212,344			$42,049
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		.77	%		.78	%		.80	%		.81	%		.81	%
Expenses, before waivers/reimbursements^(e)		.78	%		.79	%		.80	%		.81	%		.81	%
Net investment income		.62	%^(b)		.53	%^(b)		.59	%^(b)		.48	%		.74	%
Portfolio turnover rate^.		42	%		39	%		57	%		47	%		50	%

See footnote summary on page 46.


abfunds.com		AB DISCOVERY VALUE FUND ^\| 45

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

(a)	Based on average shares outstanding.

(b)	Net of fees and expenses waived/reimbursed by the Adviser.

(c)	Amount is less than $.005.

(d)

Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(e)

In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the years ended November 30, 2018, November 30, 2017 and November 30, 2016, such waiver amounted to .01%, .01% and .01%, respectively.

(f)	Net of fees and expenses waived by the Distributor.

*	Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended November 30, 2018 and November 30, 2017 by .04% and .09%, respectively.

See notes to financial statements.


46 ^\| AB DISCOVERY VALUE FUND		abfunds.com

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of

AB Discovery Value Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Discovery Value Fund (the “Fund”) (one of the funds constituting AB Trust (the “Trust”)), including the portfolio of investments, as of November 30, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting AB Trust) at November 30, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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 Trust 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 audits 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 statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, 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



abfunds.com		AB DISCOVERY VALUE FUND ^\| 47

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2018, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

LOGO

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

January 25, 2019



48 ^\| AB DISCOVERY VALUE FUND		abfunds.com

2018 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended November 30, 2018. For individual shareholders, the Fund designates 95.69% of dividends paid as qualified dividend income. For corporate shareholders, 93.53% of dividends paid qualify for the dividends received deduction.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2019.



abfunds.com		AB DISCOVERY VALUE FUND ^\| 49

BOARD OF TRUSTEES

Marshall C. Turner, Jr.⁽¹⁾, Chairman

Michael J. Downey⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Carol C. McMullen⁽¹⁾

Garry L. Moody⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

James W. MacGregor⁽²⁾, Vice President

Shri Singhvi⁽²⁾, Vice President

Emilie D. Wrapp, Secretary

Michael B. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent

State Street Bank and Trust Company

State Street Corporation CCB/5
1 Iron Street
Boston, MA 02210

Principal Underwriter

AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

Transfer Agent

AllianceBernstein Investor
Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free (800) 221-5672

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

1	Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Small/Mid Cap Value Senior Investment Management Team. Messrs. MacGregor and Singhvi are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.


50 ^\| AB DISCOVERY VALUE FUND		abfunds.com

MANAGEMENT OF THE FUND

Board of Trustees Information

The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund’s Trustees is set forth below.


NAME, ADDRESS, AGE AND (YEAR FIRST ELECTED)*	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INTERESTED TRUSTEE
Robert M. Keith,^# 1345 Avenue of the Americas NewYork, NY 10105 58 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business with which he had been associated since prior to 2004.		94	None


abfunds.com		AB DISCOVERY VALUE FUND ^\| 51

MANAGEMENT OF THE FUND (continued)


NAME, ADDRESS, AGE AND (YEAR FIRST ELECTED)*	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEE
Marshall C. Turner, Jr.,^## Chairman of the Board 77 (2005)	Private Investor since prior to 2014. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.		94	Xilinx, Inc. (programmable logic semi-conductors) since 2007

Michael J. Downey,^## 75 (2005)	Private Investor since prior to 2014. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		94	The Asia Pacific Fund, Inc. (registered investment company) since prior to 2014


52 ^\| AB DISCOVERY VALUE FUND		abfunds.com

MANAGEMENT OF THE FUND (continued)


NAME, ADDRESS, AGE AND (YEAR FIRST ELECTED)*	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEE (continued)
Nancy P. Jacklin,^## 70 (2006)	Private Investor since prior to 2014. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.		94	None


abfunds.com		AB DISCOVERY VALUE FUND ^\| 53

MANAGEMENT OF THE FUND (continued)


NAME, ADDRESS, AGE AND (YEAR FIRST ELECTED)*	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEE (continued)
Carol C. McMullen,^## 63 (2016)	Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.		94	None


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MANAGEMENT OF THE FUND (continued)


NAME, ADDRESS, AGE AND (YEAR FIRST ELECTED)*	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEE (continued)
Garry L. Moody,^## 66 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		94	None

Earl D. Weiner,^## 79 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		94	None


abfunds.com		AB DISCOVERY VALUE FUND ^\| 55

MANAGEMENT OF THE FUND (continued)

*	The address for each of the Fund’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.

**	There is no stated term of office for the Fund’s Trustees.

***

The information above includes each Trustee’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Trustee’s qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the Fund.

#	Mr. Keith is an “interested trustee” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

##	Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.


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MANAGEMENT OF THE FUND (continued)

Officers of the Trust

Certain information concerning the Fund’s Officers is listed below.


NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 58	President and Chief Executive Officer	See biography above.

James W. MacGregor 51	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.

Shri Singhvi 45	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.

Emilie D. Wrapp 63	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2014.

Michael B. Reyes 42	Senior Analyst	Vice President of the Adviser,** with which he has been associated since prior to 2014.

Joseph J. Mantineo 59	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2014.

Phyllis J. Clarke 58	Controller	Vice President of ABIS**, with which she has been associated since prior to 2014.

Vincent S. Noto 54	Chief Compliance Officer	Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser since 2012.

*	The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

**	The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Trustees and Officers and is available without charge upon request. Contact your financial representative or AB at (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.


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Information Regarding the Review and Approval of the Fund’s Advisory Agreement

As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including AB Trust in respect of AB Discovery Value Fund (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.

At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Boards’ approvals is set forth below.

Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreement and Interim Advisory Agreement in the Context of Potential Assignments

At a meeting of the AB Boards held on July 31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and current sub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within the one-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was


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relatively recent, including the Boards’ general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that was all-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:


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Nature, Extent and Quality of Services Provided

The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreements, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is


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difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.


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Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the ‘‘15(c) provider’’) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows (in the case of open-end Funds); (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be


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priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that many of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act as these may be varied as a result of exemptive orders issued by the SEC. The Directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The Directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting.


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The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.

Interim Advisory Agreements

In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested trustees (the “directors”) of AB Trust (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Discovery Value Fund (the “Fund”) at a meeting held on May 1-3, 2018 (the “Meeting”).


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Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided


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noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Company’s former Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2016 and 2017 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Company’s former Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits


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commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an analytical service that is not affiliated with the Adviser (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2018 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the materials from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and any sub-advised funds, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also compared the advisory fee rate for the Fund with that for another AB Fund with a similar investment style.


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The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions; (iii) must prepare and distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to funds such as the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints and that the Fund’s net assets were higher than a breakpoint level. Accordingly, the Fund’s current effective advisory fee rate reflected a reduction due to the breakpoint and would be further reduced to the extent the net assets of the Fund increase. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting


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breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s breakpoint arrangements were acceptable and provide a means for sharing any economies of scale.


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This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

US CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

US GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

INTERNATIONAL/ GLOBAL EQUITY (continued)

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio¹

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

TARGET-DATE

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

CLOSED-END FUNDS

Alliance California Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

1	Prior to February 23, 2018, FlexFee High Yield Portfolio was named High Yield Portfolio.


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NOV^11.30.18

LOGO

ANNUAL REPORT

AB INTERNATIONAL VALUE FUND

LOGO



Investment Products Offered		• Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


FROM THE PRESIDENT

Dear Shareholder,

We are pleased to provide this report for AB International Value Fund (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

As always, AB strives to keep clients ahead of what’s next by:

⁺

Transforming uncommon insights into uncommon knowledge with a global research scope

⁺

Navigating markets with seasoned investment experience and sophisticated solutions

⁺

Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in the AB Mutual Funds.

Sincerely,

LOGO

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds


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ANNUAL REPORT

January 11, 2019

This report provides management’s discussion of fund performance for AB International Value Fund for the annual reporting period ended November 30, 2018.

The Fund’s investment objective is long-term growth of capital.

NAV RETURNS AS OF NOVEMBER 30, 2018 (unaudited)


	6 Months		12 Months
AB INTERNATIONAL VALUE FUND
Class A Shares		-14.09%		-16.20%
Class B Shares¹		-14.41%		-16.81%
Class C Shares		-14.39%		-16.77%
Advisor Class Shares²		-13.96%		-15.92%
Class R Shares²		-14.21%		-16.41%
Class K Shares²		-14.06%		-16.09%
Class I Shares²		-13.88%		-15.77%
MSCI EAFE Index (net)		-7.97%		-7.94%

1	Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Morgan Stanley Capital International Europe, Australasia and the Far East (“MSCI EAFE”) Index (net), for the six- and 12-month periods ended November 30, 2018.

For both periods, all share classes of the Fund underperformed the benchmark, before sales charges. During the 12-month period, security selection within the consumer staples, technology, consumer discretionary, materials, communication services and real estate sectors detracted, relative to the benchmark. Stock selection within industrials offset some of these losses. Sector selection was also negative, mostly because of an underweight to health care and overweights to consumer discretionary and communication services. An overweight to energy added to returns. In terms of country positioning (a result of bottom-up security analysis combined with fundamental research), an overweight to Israel contributed.


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During the six-month period, security selection drove the underperformance. Security selection within the consumer staples, technology, materials, communication services, consumer discretionary and real estate sectors was negative, while security selection within energy was positive. Sector selection also detracted. Losses from underweights to health care, utilities and communication services, as well as overweights to consumer discretionary and materials, offset gains from an underweight to industrials. An underweight to Switzerland detracted from returns.

The Fund utilized derivatives in the form of currency forwards for hedging and investment purposes, which detracted from absolute returns for both periods.

MARKET REVIEW AND INVESTMENT STRATEGY

During the 12-month period ended November 30, 2018, both non-US and emerging-market equities declined. Volatility returned to markets amid fears of rising interest rates, worsening trade wars and slowing global growth. An upsurge in geopolitical uncertainty regarding Brexit and budget discussions between Italy and the European Union sparked a flight to quality in the region. Slowing Chinese growth and continuing US-China trade tensions dampened investor sentiment in emerging markets toward the end of the period.

The Fund’s Senior Investment Management Team (the “Team”) has continued to identify opportunities against a changing market backdrop. The Team has flexibility to adjust the Fund’s positions in real time when warranted, and to maintain conviction through short-term volatility. As markets face new uncertainties, the Team believes that this disciplined approach is the best way to capture the long-term potential for equities.

INVESTMENT POLICIES

The Fund invests primarily in a diversified portfolio of equity securities of established companies selected from more than 40 industries and more than 40 developed and emerging-market countries. These countries currently include the developed nations in Europe and the Far East, Canada, Australia and emerging-market countries worldwide. Under normal market conditions, the Fund invests significantly (at least 40%—unless market conditions are not deemed favorable by the Adviser) in securities of non-US companies. In addition, the Fund invests, under normal circumstances, in the equity securities of companies located in at least three countries.

The Fund invests in companies that are determined by the Adviser to be undervalued, using a fundamental value approach. In selecting

(continued on next page)


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securities for the Fund’s portfolio, the Adviser uses its fundamental and quantitative research to identify companies whose stocks are priced low in relation to their perceived long-term earnings power.

Currencies can have a dramatic impact on equity returns, significantly adding to returns in some years and greatly diminishing them in others. The Adviser evaluates currency and equity positions separately and may seek to hedge the currency exposure resulting from securities positions when it finds the currency exposure unattractive. To hedge a portion of its currency risk, the Fund may from time to time invest in currency-related derivatives, including forward currency exchange contracts, futures contracts, options on futures contracts, swaps and options. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.

The Fund may enter into other derivatives transactions, such as options, futures contracts, forwards and swaps. The Fund may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of exchange-traded funds (“ETFs”). These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Fund’s portfolio from a decline in value, sometimes within certain ranges.

The Fund may, at times, invest in shares of ETFs in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Fund seeks to invest than direct investments. The Fund may invest in depositary receipts, instruments of supranational entities denominated in the currency of any country, securities of multinational companies and “semi-governmental securities”, and enter into forward commitments.


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DISCLOSURES AND RISKS

Benchmark Disclosure

The MSCI EAFE Index is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI EAFE Index (net, free float-adjusted, market capitalization weighted) represents the equity market performance of developed markets, excluding the US and Canada. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. Net returns reflect the reinvestment of dividends after deduction of non-US withholding tax. An investor cannot invest directly in an index, and its results are not indicative for any specific investment, including the Fund.

A Word About Risk

Emerging-Market Risk: Investments in emerging-market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Leverage Risk: When the Fund borrows money or otherwise leverages its portfolio, it may be more volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments. The Fund may create leverage through the use of reverse repurchase agreements, forward commitments, or by borrowing money.


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DISCLOSURES AND RISKS (continued)

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4) and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.


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HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

11/30/2008 TO 11/30/2018

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB International Value Fund Class A shares (from 11/30/2008 to 11/30/2018) as compared to the performance of the Fund’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.


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HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF NOVEMBER 30, 2018 (unaudited)


	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-16.20%		-19.73%
5 Years		-0.08%		-0.95%
10 Years		4.79%		4.34%
CLASS B SHARES
1 Year		-16.81%		-20.11%
5 Years		-0.84%		-0.84%
10 Years¹		4.15%		4.15%
CLASS C SHARES
1 Year		-16.77%		-17.60%
5 Years		-0.80%		-0.80%
10 Years		4.02%		4.02%
ADVISOR CLASS SHARES²
1 Year		-15.92%		-15.92%
5 Years		0.20%		0.20%
10 Years		5.09%		5.09%
CLASS R SHARES²
1 Year		-16.41%		-16.41%
5 Years		-0.32%		-0.32%
10 Years		4.55%		4.55%
CLASS K SHARES²
1 Year		-16.09%		-16.09%
5 Years		0.00%		0.00%
10 Years		4.88%		4.88%
CLASS I SHARES²
1 Year		-15.77%		-15.77%
5 Years		0.42%		0.42%
10 Years		5.31%		5.31%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.46%, 2.27%, 2.23%, 1.21%, 1.72%, 1.41% and 0.97% for Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

1	Assumes conversion of Class B shares into Class A shares after eight years.


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HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

DECEMBER 31, 2018 (unaudited)


	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-26.44%
5 Years		-2.73%
10 Years		3.00%
CLASS B SHARES
1 Year		-26.87%
5 Years		-2.65%
10 Years¹		2.82%
CLASS C SHARES
1 Year		-24.55%
5 Years		-2.61%
10 Years		2.70%
ADVISOR CLASS SHARES²
1 Year		-23.04%
5 Years		-1.62%
10 Years		3.75%
CLASS R SHARES²
1 Year		-23.46%
5 Years		-2.14%
10 Years		3.22%
CLASS K SHARES²
1 Year		-23.23%
5 Years		-1.82%
10 Years		3.54%
CLASS I SHARES²
1 Year		-22.85%
5 Years		-1.40%
10 Years		3.97%

1	Assumes conversion of Class B shares into Class A shares after eight years.


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EXPENSE EXAMPLE

(unaudited)

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

Hypothetical Example for Comparison Purposes


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EXPENSE EXAMPLE (continued)


	Beginning Account Value June 1, 2018		Ending Account Value November 30, 2018		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	859.10	$	6.66		1.43	%
Hypothetical**	$	1,000	$	1,017.90	$	7.23		1.43	%
Class B
Actual	$	1,000	$	855.90	$	10.42		2.24	%
Hypothetical**	$	1,000	$	1,013.84	$	11.31		2.24	%
Class C
Actual	$	1,000	$	856.10	$	10.14		2.18	%
Hypothetical**	$	1,000	$	1,014.14	$	11.01		2.18	%
Advisor Class
Actual	$	1,000	$	860.40	$	5.50		1.18	%
Hypothetical**	$	1,000	$	1,019.15	$	5.97		1.18	%
Class R
Actual	$	1,000	$	857.90	$	8.15		1.75	%
Hypothetical**	$	1,000	$	1,016.29	$	8.85		1.75	%
Class K
Actual	$	1,000	$	859.40	$	6.71		1.44	%
Hypothetical**	$	1,000	$	1,017.85	$	7.28		1.44	%
Class I
Actual	$	1,000	$	861.20	$	4.67		1.00	%
Hypothetical**	$	1,000	$	1,020.05	$	5.06		1.00	%

*	Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

**	Assumes 5% annual return before expenses.


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PORTFOLIO SUMMARY

November 30, 2018 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $197.6

LOGO

All data are as of November 30, 2018. The Fund’s sector and country breakdowns are expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 2.2% or less in the following countries: Canada, India, Ireland, Israel, Portugal, Spain, Sweden and Taiwan.


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PORTFOLIO SUMMARY (continued)

November 30, 2018 (unaudited)

TEN LARGEST HOLDINGS¹


Company	U.S. $ Value		Percent of Net Assets
Royal Dutch Shell PLC – Class A	$	9,098,054		4.6	%
Novo Nordisk A/S – Class B		5,503,743		2.8
British American Tobacco PLC		5,176,498		2.6
Airbus SE		4,885,725		2.5
Erste Group Bank AG		4,433,478		2.3
Credit Suisse Group AG		4,425,781		2.2
Japan Tobacco, Inc.		4,237,870		2.2
Allianz SE		4,096,840		2.1
JXTG Holdings, Inc.		4,027,346		2.0
Mitsubishi UFJ Financial Group, Inc.		4,015,464		2.0
	$	49,900,799		25.3	%

1	Long-term investments.


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PORTFOLIO OF INVESTMENTS

November 30, 2018


Company	Shares		U.S. $ Value

COMMON STOCKS – 99.6%
Financials – 16.9%
Banks – 10.3%
Bank of Ireland Group PLC		414,186	$	2,629,793
BOC Hong Kong Holdings Ltd.		758,000		2,967,899
DNB ASA		233,340		4,008,803
Erste Group Bank AG^(a)		112,010		4,433,478
ICICI Bank Ltd.		466,140		2,385,985
Mitsubishi UFJ Financial Group, Inc.		733,900		4,015,464

				20,441,422

Capital Markets – 2.2%
Credit Suisse Group AG^(a)		374,313		4,425,781


Consumer Finance – 1.3%
Hitachi Capital Corp.		99,700		2,465,562


Insurance – 3.1%
Allianz SE		19,320		4,096,840
PICC Property & Casualty Co., Ltd. – Class H		1,978,000		2,040,370

				6,137,210

				33,469,975

Consumer Discretionary – 16.7%
Auto Components – 5.0%
Hankook Tire Co., Ltd.		57,040		2,177,895
Magna International, Inc. – Class A		60,110		2,997,686
NGK Spark Plug Co., Ltd.		136,600		2,811,807
Valeo SA		64,030		1,827,248

				9,814,636

Automobiles – 4.6%
Honda Motor Co., Ltd.		105,400		2,973,436
Peugeot SA		160,210		3,524,935
Subaru Corp.		113,600		2,529,611

				9,027,982

Household Durables – 3.4%
Nikon Corp.		179,600		2,823,007
Panasonic Corp.		383,700		3,959,361

				6,782,368

Leisure Products – 1.3%
Amer Sports Oyj^(a)		69,472		2,606,019


Textiles, Apparel & Luxury Goods – 2.4%
HUGO BOSS AG		33,760		2,339,350
Pandora A/S		45,420		2,453,422

				4,792,772

				33,023,777


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PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Materials – 11.8%
Chemicals – 5.9%
Air Water, Inc.		113,400	$	1,837,191
Incitec Pivot Ltd.		851,290		2,349,162
Johnson Matthey PLC		79,089		2,961,568
Nippon Shokubai Co., Ltd.		36,600		2,446,298
Tosoh Corp.		146,200		2,061,737

				11,655,956

Construction Materials – 1.5%
Buzzi Unicem SpA^(b)		157,550		2,986,152


Containers & Packaging – 1.1%
BillerudKorsnas AB^(b)		165,480		2,216,023


Metals & Mining – 3.3%
First Quantum Minerals Ltd.		154,050		1,414,526
Norsk Hydro ASA		619,070		2,925,381
Yamato Kogyo Co., Ltd.		81,800		2,146,801

				6,486,708

				23,344,839

Industrials – 11.0%
Aerospace & Defense – 7.1%
AerCap Holdings NV^(a)		19,660		1,039,424
Airbus SE		45,557		4,885,725
BAE Systems PLC		408,850		2,570,176
Leonardo SpA		268,720		2,657,630
MTU Aero Engines AG		13,430		2,803,667

				13,956,622

Airlines – 3.0%
Japan Airlines Co., Ltd.		105,600		3,813,015
Qantas Airways Ltd.		490,816		2,145,590

				5,958,605

Machinery – 0.9%
Glory Ltd.		68,700		1,739,275

				21,654,502

Consumer Staples – 10.8%
Beverages – 1.0%
Coca-Cola Bottlers Japan Holdings, Inc.		68,300		1,963,314


Food Products – 3.1%
Orkla ASA		403,130		3,338,729
WH Group Ltd.^(c)		3,803,500		2,776,984

				6,115,713

Household Products – 1.9%
Henkel AG & Co. KGaA (Preference Shares)		32,670		3,786,577


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PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Tobacco – 4.8%
British American Tobacco PLC		147,850	$	5,176,498
Japan Tobacco, Inc.		170,400		4,237,870

				9,414,368

				21,279,972

Energy – 10.6%
Oil, Gas & Consumable Fuels – 10.6%
JXTG Holdings, Inc.		664,100		4,027,346
PetroChina Co., Ltd. – Class H		5,448,000		3,805,203
Repsol SA		230,230		3,966,020
Royal Dutch Shell PLC (Euronext Amsterdam) – Class A		196,250		5,936,117
Royal Dutch Shell PLC – Class A		104,361		3,161,937

				20,896,623

Health Care – 7.1%
Health Care Equipment & Supplies – 1.1%
Hoya Corp.		34,500		2,108,618


Pharmaceuticals – 6.0%
Novo Nordisk A/S – Class B		118,331		5,503,743
Ono Pharmaceutical Co., Ltd.		137,800		3,337,809
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)^(a)		143,720		3,095,729

				11,937,281

				14,045,899

Information Technology – 6.8%
Communications Equipment – 1.7%
Nokia Oyj		616,790		3,393,475


Semiconductors & Semiconductor Equipment – 3.4%
SCREEN Holdings Co., Ltd.^(b)		33,300		1,677,394
SUMCO Corp.^(b)		113,500		1,752,056
Taiwan Semiconductor Manufacturing Co., Ltd.		452,000		3,338,152

				6,767,602

Technology Hardware, Storage & Peripherals – 1.7%
Samsung Electronics Co., Ltd.		86,180		3,229,265

				13,390,342

Communication Services – 4.8%
Diversified Telecommunication Services – 3.2%
China Unicom Hong Kong Ltd.		2,852,000		3,330,643
Nippon Telegraph & Telephone Corp.		73,200		3,019,576

				6,350,219


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PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Entertainment – 1.6%
Nintendo Co., Ltd.		10,300	$	3,132,670

				9,482,889

Utilities – 2.1%
Electric Utilities – 1.0%
EDP – Energias de Portugal SA		591,523		2,067,251


Gas Utilities – 1.1%
ENN Energy Holdings Ltd.		234,000		2,105,613

				4,172,864

Real Estate – 1.0%
Real Estate Management & Development – 1.0%
Aroundtown SA		234,740		2,013,532


Total Common Stocks (cost $202,690,960)				196,775,214

Total Investments Before Security Lending Collateral for Securities Loaned – 99.6% (cost $202,690,960)				196,775,214

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 3.3%
Investment Companies – 3.3%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.13%^(d)(e)(f) (cost $6,541,668)		6,541,668		6,541,668


Total Investments – 102.9% (cost $209,232,628)				203,316,882
Other assets less liabilities – (2.9)%				(5,723,440	)


Net Assets – 100.0%			$	197,593,442

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)


Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America, NA	BRL	14,156	USD	3,768		12/04/18	$	107,468
Bank of America, NA	USD	3,718	BRL	14,156		12/04/18		(57,110	)
Bank of America, NA	JPY	100,208	USD	898		12/14/18		14,692
Barclays Bank PLC	USD	479	TWD	14,834		12/11/18		1,753
Barclays Bank PLC	INR	27,205	USD	390		12/13/18		557
Barclays Bank PLC	CAD	6,347	USD	4,861		12/14/18		82,970
Barclays Bank PLC	EUR	452	USD	529		12/14/18		16,979
Barclays Bank PLC	ILS	8,183	USD	2,297		12/14/18		94,650
Barclays Bank PLC	NOK	46,795	USD	5,648		12/14/18		201,465
Barclays Bank PLC	USD	982	CHF	966		12/14/18		(14,056	)


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PORTFOLIO OF INVESTMENTS (continued)


Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	USD	644	JPY	71,846		12/14/18	$	(10,891	)
Barclays Bank PLC	CNY	4,712	USD	675		1/24/19		(1,319	)
Barclays Bank PLC	JPY	86,980	USD	774		3/15/19		512
BNP Paribas SA	TWD	5,140	USD	168		12/11/18		1,830
Citibank, NA	BRL	2,338	USD	605		12/04/18		579
Citibank, NA	USD	621	BRL	2,338		12/04/18		(15,968	)
Citibank, NA	INR	18,414	USD	260		12/13/18		(4,279	)
Citibank, NA	CHF	2,226	USD	2,243		12/14/18		12,609
Citibank, NA	EUR	2,578	USD	2,979		12/14/18		58,383
Citibank, NA	USD	4,060	EUR	3,524		12/14/18		(66,535	)
Citibank, NA	USD	4,776	JPY	537,890		12/14/18		(33,647	)
Citibank, NA	USD	306	CNY	2,143		1/24/19		1,456
Citibank, NA	KRW	6,133,653	USD	5,463		2/20/19		(27,012	)
Citibank, NA	JPY	95,375	USD	852		3/15/19		3,966
Citibank, NA	USD	1,052	EUR	911		3/15/19		(11,113	)
Credit Suisse International	AUD	3,424	USD	2,420		12/14/18		(83,276	)
Credit Suisse International	NOK	22,378	USD	2,691		12/14/18		85,979
Credit Suisse International	USD	1,890	NOK	15,921		12/14/18		(37,002	)
Credit Suisse International	USD	4,876	SEK	44,021		12/14/18		(36,364	)
Credit Suisse International	USD	5,573	GBP	4,267		3/15/19		(106,593	)
Deutsche Bank AG	EUR	922	USD	1,047		12/14/18		2,421
Deutsche Bank AG	GBP	1,552	USD	2,014		12/14/18		35,105
Deutsche Bank AG	JPY	286,311	USD	2,545		12/14/18		20,303
Goldman Sachs Bank USA	SEK	4,658	USD	508		12/14/18		(3,953	)
Goldman Sachs Bank USA	USD	1,080	GBP	826		12/14/18		(26,978	)
HSBC Bank USA	CHF	605	USD	607		12/14/18		768
HSBC Bank USA	USD	870	HKD	6,808		12/14/18		499
JPMorgan Chase Bank, NA	USD	223	TWD	6,892		12/11/18		– 0	–
JPMorgan Chase Bank, NA	USD	1,827	INR	135,900		12/13/18		119,932
JPMorgan Chase Bank, NA	JPY	512,083	USD	4,663		12/14/18		147,641
JPMorgan Chase Bank, NA	NOK	27,571	USD	3,333		12/14/18		123,732
JPMorgan Chase Bank, NA	SEK	5,859	USD	648		12/14/18		3,848
JPMorgan Chase Bank, NA	JPY	117,357	USD	1,051		3/15/19		7,440
JPMorgan Chase Bank, NA	USD	1,676	AUD	2,305		3/15/19		11,267
Morgan Stanley & Co., Inc.	EUR	1,029	USD	1,180		12/14/18		13,582
Morgan Stanley & Co., Inc.	EUR	572	USD	647		12/14/18		(1,083	)
Morgan Stanley & Co., Inc.	HKD	4,563	USD	582		12/14/18		(1,138	)
Morgan Stanley & Co., Inc.	JPY	1,312,544	USD	11,852		12/14/18		279,484
Morgan Stanley & Co., Inc.	USD	8,492	AUD	11,918		12/14/18		220,108
Morgan Stanley & Co., Inc.	USD	14,004	GBP	10,719		12/14/18		(338,658	)
Morgan Stanley & Co., Inc.	USD	1,293	JPY	146,738		12/14/18		285
Morgan Stanley & Co., Inc.	USD	1,611	JPY	181,447		12/14/18		(10,948	)
Morgan Stanley & Co., Inc.	USD	1,150	NOK	9,296		12/14/18		(68,166	)
Morgan Stanley & Co., Inc.	EUR	838	USD	965		3/15/19		7,719
Morgan Stanley & Co., Inc.	JPY	72,511	USD	649		3/15/19		4,540
Natwest Markets PLC	USD	515	INR	37,835		12/13/18		26,924
Natwest Markets PLC	EUR	486	USD	559		12/14/18		8,813
Natwest Markets PLC	USD	769	AUD	1,069		12/14/18		12,155
Natwest Markets PLC	USD	658	GBP	514		12/14/18		(2,321	)
Natwest Markets PLC	USD	644	JPY	73,190		12/14/18		1,424
Natwest Markets PLC	USD	528	NOK	4,388		12/14/18		(17,733	)


18 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

PORTFOLIO OF INVESTMENTS (continued)


Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Natwest Markets PLC		USD	200		CNY	1,400		1/24/19	$	951
Natwest Markets PLC		USD	196		KRW	220,756		2/20/19		1,430
Natwest Markets PLC		JPY	119,865		USD	1,064		3/15/19		(1,762	)
Standard Chartered Bank		TWD	109,418		USD	3,576		12/11/18		28,285
Standard Chartered Bank		TWD	6,330		USD	205		12/11/18		(133	)
Standard Chartered Bank		USD	218		TWD	6,723		12/11/18		458
Standard Chartered Bank		INR	197,193		USD	2,836		12/13/18		10,289
Standard Chartered Bank		USD	238		INR	17,491		12/13/18		12,647
Standard Chartered Bank		USD	1,203		JPY	135,282		12/14/18		(10,555	)
Standard Chartered Bank		CNY	74,185		USD	10,647		1/24/19		(7,645	)
Standard Chartered Bank		JPY	69,705		USD	618		3/15/19		(1,211	)
State Street Bank & Trust Co.		AUD	1,076		USD	770		12/14/18		(16,263	)
State Street Bank & Trust Co.		EUR	1,531		USD	1,747		12/14/18		12,016
State Street Bank & Trust Co.		GBP	509		USD	665		12/14/18		16,432
State Street Bank & Trust Co.		HKD	2,245		USD	288		12/14/18		563
State Street Bank & Trust Co.		JPY	70,407		USD	632		12/14/18		11,365
State Street Bank & Trust Co.		SEK	6,257		USD	703		12/14/18		14,627
State Street Bank & Trust Co.		USD	1,269		AUD	1,756		12/14/18		14,426
State Street Bank & Trust Co.		USD	1,073		CAD	1,401		12/14/18		(18,525	)
State Street Bank & Trust Co.		USD	471		CHF	472		12/14/18		1,816
State Street Bank & Trust Co.		USD	12,369		CHF	11,908		12/14/18		(437,702	)
State Street Bank & Trust Co.		USD	5,896		EUR	5,035		12/14/18		(190,845	)
State Street Bank & Trust Co.		USD	881		GBP	667		12/14/18		(30,594	)
State Street Bank & Trust Co.		USD	366		ILS	1,361		12/14/18		(196	)
State Street Bank & Trust Co.		USD	426		JPY	48,273		12/14/18		(671	)
State Street Bank & Trust Co.		USD	680		NOK	5,561		12/14/18		(32,784	)
State Street Bank & Trust Co.		USD	447		NZD	686		12/14/18		24,506
State Street Bank & Trust Co.		CAD	546		USD	418		3/15/19		5,786
State Street Bank & Trust Co.		ILS	1,659		USD	456		3/15/19		5,920
State Street Bank & Trust Co.		JPY	7,800		USD	69		3/15/19		(83	)
State Street Bank & Trust Co.		USD	56		EUR	49		3/15/19		(76	)
State Street Bank & Trust Co.		USD	593		GBP	457		3/15/19		(7,909	)
UBS AG		EUR	466		USD	533		12/14/18		5,192
UBS AG		EUR	523		USD	591		12/14/18		(1,793	)
UBS AG		JPY	148,692		USD	1,350		12/14/18		39,219
UBS AG		USD	969		JPY	110,123		12/14/18		1,760
UBS AG		USD	768		JPY	86,300		12/14/18		(7,320	)
UBS AG		USD	559		EUR	489		3/15/19		(139	)

									$	199,177

(a)	Non-income producing security.

(b)	Represents entire or partial securities out on loan. See Note E for securities lending information.

(c)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At November 30, 2018, the market value of this security amounted to $2,776,984 or 1.4% of net assets.

(d)	The rate shown represents the 7-day yield as of period end.

(e)	To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(f)	Affiliated investments.


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 19

PORTFOLIO OF INVESTMENTS (continued)

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

CNY – Chinese Yuan Renminbi

EUR – Euro

GBP – Great British Pound

HKD – Hong Kong Dollar

ILS – Israeli Shekel

INR – Indian Rupee

JPY – Japanese Yen

KRW – South Korean Won

NOK – Norwegian Krone

NZD – New Zealand Dollar

SEK – Swedish Krona

TWD – New Taiwan Dollar

USD – United States Dollar

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.


20 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

STATEMENT OF ASSETS & LIABILITIES

November 30, 2018


Assets
Investments in securities, at value
Unaffiliated issuers (cost $202,690,960)	$	196,775,214	^(a)
Affiliated issuers (cost $6,541,668—investment of cash collateral for securities loaned)		6,541,668
Foreign currencies, at value (cost $844,000)		839,324
Receivable for shares of beneficial interest sold		4,117,090
Unrealized appreciation on forward currency exchange contracts		1,941,526
Unaffiliated dividends and interest receivable		913,571
Receivable for investment securities sold and foreign currency transactions		590,399
Affiliated dividends receivable		715

Total assets		211,719,507

Liabilities
Due to custodian		244,967
Payable for collateral received on securities loaned		6,541,668
Payable for shares of beneficial interest redeemed		4,409,460
Unrealized depreciation on forward currency exchange contracts		1,742,349
Payable for investment securities purchased		511,764
Cash collateral due to broker		251,000
Advisory fee payable		124,597
Distribution fee payable		39,235
Transfer Agent fee payable		12,982
Administrative fee payable		11,327
Trustees’ fees payable		1
Accrued expenses and other liabilities		236,715

Total liabilities		14,126,065

Net Assets	$	197,593,442

Composition of Net Assets
Paid-in capital	$	440,762,926
Accumulated loss		(243,169,484	)

	$	197,593,442

(a)	Includes securities on loan with a value of $6,181,558 (see Note E).

See notes to financial statements.


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 21

STATEMENT OF ASSETS & LIABILITIES (continued)

Net Asset Value Per Share—unlimited shares authorized, without par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	116,785,896		9,476,050	$	12.32	*

B	$	516,333		42,818	$	12.06

C	$	8,295,091		690,312	$	12.02

Advisor	$	46,247,001		3,661,893	$	12.63

R	$	12,079,351		990,265	$	12.20

K	$	9,389,728		764,275	$	12.29

I	$	4,280,042		346,597	$	12.35

*	The maximum offering price per share for Class A shares was $12.87 which reflects a sales charge of 4.25%.

See notes to financial statements.


22 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

STATEMENT OF OPERATIONS

Year Ended November 30, 2018


Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $913,155)	$	6,308,019
Affiliated issuers		123,987
Securities lending income		21,361		$	6,453,367

Expenses
Advisory fee (see Note B)		1,906,652
Distribution fee—Class A		366,648
Distribution fee—Class B		7,399
Distribution fee—Class C		123,917
Distribution fee—Class R		76,120
Distribution fee—Class K		29,823
Transfer agency—Class A		311,176
Transfer agency—Class B		2,020
Transfer agency—Class C		27,108
Transfer agency—Advisor Class		122,624
Transfer agency—Class R		39,582
Transfer agency—Class K		23,859
Transfer agency—Class I		1,900
Custodian		160,749
Registration fees		104,106
Audit and tax		75,144
Administrative		64,099
Printing		56,532
Legal		43,503
Trustees’ fees		24,708
Miscellaneous		26,634

Total expenses		3,594,303
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(10,300	)

Net expenses					3,584,003

Net investment income					2,869,364

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					8,075,334
Forward currency exchange contracts					(2,804,760	)
Foreign currency transactions					(440,400	)
Net change in unrealized appreciation/depreciation of:
Investments					(48,365,120	)
Forward currency exchange contracts					901,691
Foreign currency denominated assets and liabilities					(20,128	)

Net loss on investment and foreign currency transactions					(42,653,383	)

Net Decrease in Net Assets from Operations				$	(39,784,019	)

See notes to financial statements.


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 23

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended November 30, 2018			Year Ended November 30, 2017
Increase (Decrease) in Net Assets from Operations
Net investment income	$	2,869,364		$	3,756,318
Net realized gain on investment and foreign currency transactions		4,830,174			19,267,306
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(47,483,557	)		39,241,813

Net increase (decrease) in net assets from operations		(39,784,019	)		62,265,437
Distributions to Shareholders
Class A		(2,949,161	)		(219,427	)
Class B		(8,775	)		– 0	–
Class C		(8,960	)		– 0	–
Advisor Class		(1,292,673	)		(210,617	)
Class R		(259,865	)		(6,293	)
Class K		(241,365	)		(30,035	)
Class I		(248,060	)		(14,106	)
Transactions in Shares of Beneficial Interest
Net decrease		(40,053,037	)		(41,502,117	)

Total increase (decrease)		(84,845,915	)		20,282,842
Net Assets
Beginning of period		282,439,357			262,156,515

End of period	$	197,593,442		$	282,439,357

See notes to financial statements.


24 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS

November 30, 2018

NOTE A

Significant Accounting Policies

AB Trust (the “Trust”) was organized as a Massachusetts business trust on December 12, 2000 and is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Trust operates as a series company currently comprised of three funds. Each fund is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB International Value Fund (the “Fund”), a diversified fund. The Fund offers Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to 0% depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Fund to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AB mutual fund, (ii) for purposes of dividend reinvestment, (iii) through the Fund’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Effective April 10, 2017, Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All seven classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 25

NOTES TO FINANCIAL STATEMENTS (continued)

1. Security Valuation


26 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

2. Fair Value Measurements

•

Level 1—quoted prices in active markets for identical investments

•

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 27

NOTES TO FINANCIAL STATEMENTS (continued)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of November 30, 2018:

Investments in

Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Financials

– 0

–

33,469,975

– 0

–

33,469,975

Consumer Discretionary

5,451,108

27,572,669

– 0

–

33,023,777

Materials

1,414,526

21,930,313

– 0

–

23,344,839

Industrials

1,039,424

20,615,078

– 0

–

21,654,502

Consumer Staples

– 0

–

21,279,972

– 0

–

21,279,972

Energy

– 0

–

20,896,623

– 0

–

20,896,623

Health Care

3,095,729

10,950,170

– 0

–

14,045,899

Information Technology

– 0

–

13,390,342

– 0

–

13,390,342

Communication Services

– 0

–

9,482,889

– 0

–

9,482,889

Utilities

2,067,251

2,105,613

– 0

–

4,172,864

Real Estate

– 0

–

2,013,532

– 0

–

2,013,532

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

6,541,668

– 0

–

– 0

–

6,541,668

Total Investments in Securities

19,609,706

183,707,176

^(a)

– 0

–

203,316,882

Other Financial Instruments^(b):

Assets:

Forward Currency Exchange Contracts

– 0

–

1,941,526

– 0

–

1,941,526

Liabilities:

Forward Currency Exchange Contracts

– 0

–

(1,742,349

)

– 0

–

(1,742,349

)

Total^(c)(d)(e)

19,609,706

183,906,353

– 0

–

203,516,059

(a)	A significant portion of the Fund’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

(b)

(c)	There were no transfers from Level 1 to Level 2 during the reporting period.

(d)	An amount of $2,434,922 was transferred from Level 2 to Level 1 due to increase in trading volume during the reporting period.

(e)	An amount of $7,516,689 was transferred from Level 2 to Level 1 as the above mentioned foreign equity fair valuation by the third party vendor was not applied during the reporting period.


28 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

The Fund recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

3. Currency Translation


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 29

NOTES TO FINANCIAL STATEMENTS (continued)

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned. The Fund files withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. The Fund may record a reclaim receivable based on, among other things, a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention.

In consideration of recent decisions rendered by the European courts, the Fund filed reclaims to recover taxes withheld on dividends earned from certain European Union countries during calendar years 2008 through 2010. These filings are subject to various administrative and judicial proceedings within these countries. In July 2015, the Fund successfully recovered taxes withheld by Finland for the aforementioned calendar years in the amount of 986,466 EUR. Approximately 40% of this amount was utilized as a foreign tax offset in fiscal year 2015. The Fund may incur a liability to the Internal Revenue Service for the remaining balance, although the amount of this liability cannot be determined at this time. No other amounts for additional tax reclaims are disclosed in the financial statements due to the uncertainty as to the ultimate resolution of proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment.


30 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment Transactions

6. Class Allocations

7. Dividends and Distributions

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 31

NOTES TO FINANCIAL STATEMENTS (continued)

services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $192,653 for the year ended November 30, 2018.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $1,436 from the sale of Class A shares and received $1,207, $1,290 and $1,079 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the year ended November 30, 2018.

A summary of the Fund’s transactions in AB mutual funds for the year ended November 30, 2018 is as follows:


Fund	Market Value 11/30/17 (000)			Purchases at Cost (000)		Sales Proceeds (000)		Market Value 11/30/18 (000)			Dividend Income (000)
Government Money Market Portfolio	$	– 0	–	$	59,389	$	59,389	$	– 0	–	$	16
Government Money Market Portfolio*		14,372			134,833		142,663		6,542			108

Total								$	6,542		$	124

*	Investments of cash collateral for securities lending transactions (see Note E).

Brokerage commissions paid on investment transactions for the year ended November 30, 2018 amounted to $82,539, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.


32 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to both Class B and Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. Effective February 27, 2015, payments under the Agreement in respect of Class A shares are limited to an annual rate of .25% of Class A shares’ average daily net assets. There are no distribution and servicing fees on the Advisor Class and Class I shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amounts of $1,502,318, $6,479,514, $2,335,850 and $2,403,711 for Class B, Class C, Class R and Class K shares, respectively. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended November 30, 2018 were as follows:


	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	84,160,786		$	128,806,839
U.S. government securities		– 0	–		– 0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:


Cost	$	210,784,001

Gross unrealized appreciation	$	20,118,574
Gross unrealized depreciation		(27,553,576	)

Net unrealized depreciation	$	(7,435,002	)


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 33

NOTES TO FINANCIAL STATEMENTS (continued)

1. Derivative Financial Instruments

The principal type of derivative utilized by the Fund, as well as the methods in which they may be used are:

•

Forward Currency Exchange Contracts

The Fund may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on forward currency exchange contracts. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Fund. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the year ended November 30, 2018, the Fund held forward currency exchange contracts for hedging and non-hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of


34 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty tables below for additional details.

During the year ended November 30, 2018, the Fund had entered into the following derivatives:


	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts	$	1,941,526	Unrealized depreciation on forward currency exchange contracts	$	1,742,349

Total		$	1,941,526		$	1,742,349


Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts	$	(2,804,760	)	$	901,691

Total		$	(2,804,760	)	$	901,691

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended November 30, 2018:


Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	98,864,994
Average principal amount of sale contracts	$	103,980,053

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 35

NOTES TO FINANCIAL STATEMENTS (continued)

liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of November 30, 2018. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty

Derivatives
Assets
Subject
to a MA

Derivatives
Available
for Offset

Cash
Collateral
Received*

Security
Collateral
Received*

Net Amount of
Derivatives
Assets

Bank of America, NA

122,160

(57,110

)

– 0

–

– 0

–

65,050

Barclays Bank PLC

398,886

(26,266

)

– 0

–

– 0

–

372,620

BNP Paribas SA

1,830

– 0

–

– 0

–

– 0

–

1,830

Citibank, NA

76,993

(76,993

)

– 0

–

– 0

–

– 0

–

Credit Suisse International

85,979

(85,979

)

– 0

–

– 0

–

– 0

–

Deutsche Bank AG

57,829

– 0

–

– 0

–

– 0

–

57,829

HSBC Bank USA

1,267

– 0

–

– 0

–

– 0

–

1,267

JPMorgan Chase Bank, NA

413,860

– 0

–

– 0

–

– 0

–

413,860

Morgan Stanley & Co., Inc.

525,718

(419,993

)

– 0

–

– 0

–

105,725

Natwest Markets PLC

51,697

(21,816

)

– 0

–

– 0

–

29,881

Standard Chartered Bank

51,679

(19,544

)

(32,135

)

– 0

–

– 0

–

State Street Bank & Trust Co.

107,457

(107,457

)

– 0

–

– 0

–

– 0

–

UBS AG

46,171

(9,252

)

– 0

–

– 0

–

36,919

Total

1,941,526

(824,410

)

(32,135

)

– 0

–

1,084,981

^{^}

Counterparty

Derivatives
Liabilities
Subject
to a MA

Derivatives
Available
for Offset

Cash
Collateral
Pledged*

Security
Collateral
Pledged*

Net Amount of
Derivatives
Liabilities

Bank of America, NA

57,110

(57,110

)

– 0

–

– 0

–

– 0

–

Barclays Bank PLC

26,266

(26,266

)

– 0

–

– 0

–

– 0

–

Citibank, NA

158,554

(76,993

)

– 0

–

– 0

–

81,561

Credit Suisse International

263,235

(85,979

)

– 0

–

– 0

–

177,256

Goldman Sachs Bank USA

30,931

– 0

–

– 0

–

– 0

–

30,931

Morgan Stanley & Co., Inc.

419,993

(419,993

)

– 0

–

– 0

–

– 0

–

Natwest Markets PLC

21,816

(21,816

)

– 0

–

– 0

–

– 0

–

Standard Chartered Bank

19,544

(19,544

)

– 0

–

– 0

–

– 0

–

State Street Bank & Trust Co.

735,648

(107,457

)

– 0

–

– 0

–

628,191

UBS AG

9,252

(9,252

)

– 0

–

– 0

–

– 0

–

Total

1,742,349

(824,410

)

– 0

–

– 0

–

917,939

^{^}

*	The actual collateral received/pledged may be more than the amount reported due to over-collateralization.

^	Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.


36 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

2. Currency Transactions

NOTE E

Securities Lending


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 37

NOTES TO FINANCIAL STATEMENTS (continued)

Fund had securities on loan with a value of $6,181,558 and had received cash collateral which has been invested into Government Money Market Portfolio of $6,541,668. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Fund earned securities lending income of $21,361 and $107,516 from the borrowers and Government Money Market Portfolio, respectively, for the year ended November 30, 2018; these amounts are reflected in the statement of operations. In connection with the cash collateral investment by the Fund in the Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended November 30, 2018, such waiver amounted to $8,416. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities.

NOTE F

Shares of Beneficial Interest

Transactions in shares of beneficial interest for each class were as follows:



	Shares						Amount
	Year Ended November 30, 2018			Year Ended November 30, 2017			Year Ended November 30, 2018			Year Ended November 30, 2017

Class A
Shares sold		1,049,284			951,884		$	14,529,518		$	12,944,751

Shares issued in reinvestment of dividends		184,867			16,660			2,700,908			202,918

Shares converted from Class B		15,414			25,111			224,115			335,283

Shares converted from Class C		177,623			1,698,814			2,555,655			23,195,859

Shares redeemed		(2,646,642	)		(2,793,625	)		(37,156,835	)		(37,822,758	)

Net decrease		(1,219,454	)		(101,156	)	$	(17,146,639	)	$	(1,143,947	)


Class B
Shares sold		2,133			4,410		$	30,127		$	58,608

Shares issued in reinvestment of dividends		600			– 0	–		8,650			– 0	–

Shares converted to Class A		(15,684	)		(25,589	)		(224,115	)		(335,283	)

Shares redeemed		(11,874	)		(11,684	)		(172,338	)		(158,707	)

Net decrease		(24,825	)		(32,863	)	$	(357,676	)	$	(435,382	)


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NOTES TO FINANCIAL STATEMENTS (continued)



	Shares						Amount
	Year Ended November 30, 2018			Year Ended November 30, 2017			Year Ended November 30, 2018			Year Ended November 30, 2017

Class C
Shares sold		75,120			132,533		$	1,065,028		$	1,745,807

Shares issued in reinvestment of dividends		561			– 0	–		8,044			– 0	–

Shares converted to Class A		(181,688	)		(1,753,679	)		(2,555,655	)		(23,195,859	)

Shares redeemed		(326,583	)		(902,567	)		(4,595,280	)		(11,730,222	)

Net decrease		(432,590	)		(2,523,713	)	$	(6,077,863	)	$	(33,180,274	)


Advisor Class
Shares sold		490,736			881,457		$	7,199,826		$	12,144,827

Shares issued in reinvestment of dividends		70,310			13,798			1,050,427			171,648

Shares redeemed		(1,126,648	)		(1,655,187	)		(16,519,911	)		(22,955,046	)

Net decrease		(565,602	)		(759,932	)	$	(8,269,658	)	$	(10,638,571	)


Class R
Shares sold		202,243			204,186		$	2,806,420		$	2,752,306

Shares issued in reinvestment of dividends		17,884			521			259,323			6,292

Shares redeemed		(346,875	)		(414,271	)		(4,831,410	)		(5,562,192	)

Net decrease		(126,748	)		(209,564	)	$	(1,765,667	)	$	(2,803,594	)


Class K
Shares sold		179,840			159,869		$	2,596,440		$	2,172,667

Shares issued in reinvestment of dividends		16,566			2,474			241,365			30,035

Shares redeemed		(295,089	)		(220,012	)		(4,220,453	)		(2,987,885	)

Net decrease		(98,683	)		(57,669	)	$	(1,382,648	)	$	(785,183	)


Class I
Shares sold		679,492			546,766		$	9,741,768		$	8,011,224

Shares issued in reinvestment of dividends		15,113			717			220,344			8,715

Shares redeemed		(1,066,322	)		(38,897	)		(15,014,998	)		(535,105	)

Net increase (decrease)		(371,717	)		508,586		$	(5,052,886	)	$	7,484,834

NOTE G

Risks Involved in Investing in the Fund


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 39

NOTES TO FINANCIAL STATEMENTS (continued)

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Leverage Risk—When the Fund borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments. The Fund may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of other types of derivative instruments by the Fund, such as options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Fund than if the Fund were not leveraged, but may also adversely affect returns, particularly if the market is declining.

NOTE H

Joint Credit Facility


40 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended November 30, 2018 and November 30, 2017 were as follows:


	2018		2017
Distributions paid from:
Ordinary income	$	5,008,859	$	480,478

Total taxable distributions	$	5,008,859	$	480,478

As of November 30, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:


Undistributed ordinary income	$	378,053
Accumulated capital and other losses		(236,902,221	)^(a)
Unrealized appreciation/(depreciation)		(7,443,568	)^(b)

Total accumulated earnings/(deficit)	$	(243,967,736	)^(c)

(a)

As of November 30, 2018, the Fund had a net capital loss carryforward of $236,902,221. During the fiscal year, the Fund utilized $7,439,391 of capital loss carryforwards to offset current year net realized gains. The Fund also had $200,531,013 of capital loss carryforwards expire during the fiscal year.

(b)

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of passive foreign investment companies (PFICs), and the recognition for tax purposes of unrealized gains/losses on certain derivatives instruments.

(c)	The differences between book-basis and tax-basis components of accumulated earnings/(deficit) are attributable primarily to the tax treatment of refunded EU foreign tax reclaims and the accrual of foreign capital gains tax.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-December 22, 2010 capital losses must be utilized prior to the earlier capital losses, which are subject to expiration. Post-December 22, 2010 capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of November 30, 2018, the Fund had a net capital loss carryforward of $236,902,221, which will expire as follows:


Short-Term Amount	Long-Term Amount	Expiration
123,201,431	n/a	2019
40,812,555	72,888,235	No expiration

During the current fiscal year, permanent differences primarily due to the expiration of capital loss carryforwards resulted in a net decrease in accumulated loss and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 41

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE J

Recent Accounting Pronouncements

NOTE K

Subsequent Events


42 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class A
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 14.98			$ 11.93			$ 12.67			$ 13.06			$ 13.86

Income From Investment Operations
Net investment income^(a)		.16	^(b)		.20	^(b)^†		.19	^(b)		.24			.38
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(2.54	)		2.87			(.75	)		(.23	)		(.55	)
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	^(c)		– 0	–

Net increase (decrease) in net asset value from operations		(2.38	)		3.07			(.56	)		.01			(.17	)

Less: Dividends
Dividends from net investment income		(.28	)		(.02	)		(.18	)		(.40	)		(.63	)

Net asset value, end of period		$ 12.32			$ 14.98			$ 11.93			$ 12.67			$ 13.06

Total Return
Total investment return based on net asset value^(d)		(16.20	)%		25.78	%^†		(4.49	)%		.14	%^†^†		(1.19	)%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$117			$160			$129			$168			$197
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		1.43	%		1.45	%		1.50	%		1.41	%		1.47	%
Expenses, before waivers/reimbursements^(e)		1.43	%		1.46	%		1.50	%		1.41	%		1.47	%
Net investment income		1.11	%^(b)		1.43	%^(b)^†		1.61	%^(b)		1.90	%		2.80	%
Portfolio turnover rate		34	%		50	%		58	%		71	%		60	%

See footnote summary on page 50.


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 43

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class B
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 14.63			$ 11.73			$ 12.37			$ 12.70			$ 13.46

Income From Investment Operations
Net investment income^(a)		.04	^(b)		.08	^(b)^†		.09	^(b)		.11			.29
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(2.48	)		2.82			(.73	)		(.20	)		(.54	)
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	^(c)		– 0	–

Net increase (decrease) in net asset value from operations		(2.44	)		2.90			(.64	)		(.09	)		(.25	)

Less: Dividends
Dividends from net investment income		(.13	)		– 0	–		– 0	–		(.24	)		(.51	)

Net asset value, end of period		$ 12.06			$ 14.63			$ 11.73			$ 12.37			$ 12.70

Total Return
Total investment return based on net asset value^(d)		(16.81	)%		24.72	%^†		(5.17	)%		(.70	)%^†^†		(1.86	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$516			$990			$1,179			$2,289			$7,961
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		2.23	%		2.26	%		2.28	%		2.23	%		2.18	%
Expenses, before waivers/reimbursements^(e)		2.24	%		2.27	%		2.28	%		2.23	%		2.18	%
Net investment income		.25	%^(b)		.60	%^(b)^†		.80	%^(b)		.87	%		2.23	%
Portfolio turnover rate		34	%		50	%		58	%		71	%		60	%

See footnote summary on page 50.


44 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class C
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 14.45			$ 11.57			$ 12.28			$ 12.67			$ 13.46

Income From Investment Operations
Net investment income^(a)		.05	^(b)		.07	^(b)^†		.10	^(b)		.14			.27
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(2.47	)		2.81			(.74	)		(.23	)		(.52	)
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	^(c)		– 0	–

Net increase (decrease) in net asset value from operations		(2.42	)		2.88			(.64	)		(.09	)		(.25	)

Less: Dividends
Dividends from net investment income		(.01	)		– 0	–		(.07	)		(.30	)		(.54	)

Net asset value, end of period		$ 12.02			$ 14.45			$ 11.57			$ 12.28			$ 12.67

Total Return
Total investment return based on net asset value^(d)		(16.77	)%		24.89	%^†		(5.22	)%		(.62	)%^†^†		(1.87	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$8,295			$16,223			$42,198			$58,504			$70,775
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		2.18	%		2.22	%		2.25	%		2.15	%		2.17	%
Expenses, before waivers/reimbursements^(e)		2.18	%		2.23	%		2.25	%		2.15	%		2.17	%
Net investment income		.34	%^(b)		.50	%^(b)^†		.84	%^(b)		1.15	%		2.05	%
Portfolio turnover rate		34	%		50	%		58	%		71	%		60	%

See footnote summary on page 50.


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 45

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Advisor Class
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 15.33			$ 12.20			$ 12.96			$ 13.37			$ 14.17

Income From Investment Operations
Net investment income^(a)		.20	^(b)		.23	^(b)^†		.22	^(b)		.28			.43
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(2.59	)		2.94			(.77	)		(.24	)		(.55	)
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	^(c)		– 0	–

Net increase (decrease) in net asset value from operations		(2.39	)		3.17			(.55	)		.04			(.12	)

Less: Dividends
Dividends from net investment income		(.31	)		(.04	)		(.21	)		(.45	)		(.68	)

Net asset value, end of period		$ 12.63			$ 15.33			$ 12.20			$ 12.96			$ 13.37

Total Return
Total investment return based on net asset value^(d)		(15.92	)%		26.08	%^†		(4.26	)%		.38	%^†^†		(.85	)%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$46			$65			$61			$81			$92
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		1.18	%		1.21	%		1.25	%		1.14	%		1.16	%
Expenses, before waivers/reimbursements^(e)		1.18	%		1.21	%		1.25	%		1.14	%		1.16	%
Net investment income		1.36	%^(b)		1.66	%^(b)^†		1.84	%^(b)		2.16	%		3.17	%
Portfolio turnover rate		34	%		50	%		58	%		71	%		60	%

See footnote summary on page 50.


46 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class R
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 14.83			$ 11.82			$ 12.54			$ 12.96			$ 13.75

Income From Investment Operations
Net investment income^(a)		.12	^(b)		.16	^(b)^†		.16	^(b)		.20			.34
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(2.52	)		2.85			(.75	)		(.24	)		(.52	)
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	^(c)		– 0	–

Net increase (decrease) in net asset value from operations		(2.40	)		3.01			(.59	)		(.04	)		(.18	)

Less: Dividends
Dividends from net investment income		(.23	)		– 0	–		(.13	)		(.38	)		(.61	)

Net asset value, end of period		$ 12.20			$ 14.83			$ 11.82			$ 12.54			$ 12.96

Total Return
Total investment return based on net asset value^(d)		(16.41	)%		25.52	%^†		(4.69	)%		(.23	)%^†^†		(1.35	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$12,079			$16,561			$15,684			$19,181			$24,286
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		1.72	%		1.71	%		1.71	%		1.69	%		1.63	%
Expenses, before waivers/reimbursements^(e)		1.73	%		1.72	%		1.71	%		1.69	%		1.63	%
Net investment income		.82	%^(b)		1.15	%^(b)^†		1.38	%^(b)		1.60	%		2.59	%
Portfolio turnover rate		34	%		50	%		58	%		71	%		60	%

See footnote summary on page 50.


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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class K
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 14.93			$ 11.90			$ 12.62			$ 13.04			$ 13.86

Income From Investment Operations
Net investment income^(a)		.16	^(b)		.20	^(b)^†		.20	^(b)		.25			.36
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(2.52	)		2.86			(.74	)		(.25	)		(.51	)
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	^(c)		– 0	–

Net increase (decrease) in net asset value from operations		(2.36	)		3.06			(.54	)		– 0	–		(.15	)

Less: Dividends
Dividends from net investment income		(.28	)		(.03	)		(.18	)		(.42	)		(.67	)

Net asset value, end of period		$ 12.29			$ 14.93			$ 11.90			$ 12.62			$ 13.04

Total Return
Total investment return based on net asset value^(d)		(16.09	)%		25.80	%^†		(4.34	)%		.07	%^†^†		(1.06	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$9,390			$12,888			$10,955			$11,979			$14,257
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		1.41	%		1.40	%		1.40	%		1.38	%		1.32	%
Expenses, before waivers/reimbursements^(e)		1.42	%		1.41	%		1.40	%		1.38	%		1.32	%
Net investment income		1.12	%^(b)		1.47	%^(b)^†		1.72	%^(b)		1.93	%		2.72	%
Portfolio turnover rate		34	%		50	%		58	%		71	%		60	%

See footnote summary on page 50.


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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class I
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 15.01			$ 11.94			$ 12.68			$ 13.11			$ 13.92

Income From Investment Operations
Net investment income^(a)		.23	^(b)		.25	^(b)^†		.25	^(b)		.31			.44
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(2.54	)		2.89			(.75	)		(.25	)		(.54	)
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	^(c)		– 0	–

Net increase (decrease) in net asset value from operations		(2.31	)		3.14			(.50	)		.06			(.10	)

Less: Dividends
Dividends from net investment income		(.35	)		(.07	)		(.24	)		(.49	)		(.71	)

Net asset value, end of period		$ 12.35			$ 15.01			$ 11.94			$ 12.68			$ 13.11

Total Return
Total investment return based on net asset value^(d)		(15.77	)%		26.41	%^†		(3.98	)%		.57	%^†^†		(.67	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,280			$10,781			$2,504			$3,598			$3,342
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		.98	%		.96	%		.97	%		.93	%		.89	%
Expenses, before waivers/reimbursements^(e)		.99	%		.97	%		.97	%		.93	%		.89	%
Net investment income		1.61	%^(b)		1.79	%^(b)^†		2.07	%^(b)		2.39	%		3.30	%
Portfolio turnover rate		34	%		50	%		58	%		71	%		60	%

See footnote summary on page 50.


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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

(a)	Based on average shares outstanding.

(b)	Net of fees and expenses waived/reimbursed by the Adviser.

(c)	Amount is less than $.005.

(d)

(e)

In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the year ended November 30, 2017, such waiver amounted to .01%.

†	For the year ended November 30, 2017, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:


Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.002	.01%	.01%

††	Includes the impact of foreign withholding tax reclaims received, which enhanced the Fund’s performance for the year ended November 30, 2015 by .33%. See Note A.4.

See notes to financial statements.


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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of

AB International Value Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB International Value Fund (the “Fund”) (one of the funds constituting AB Trust (the “Trust”)), including the portfolio of investments, as of November 30, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting AB Trust) at November 30, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion



abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 51

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

LOGO

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

January 25, 2019



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2018 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the earnings of the Fund for the taxable period ended November 30, 2018.

For the taxable period ended November 30, 2018, the Fund designates 100% as the maximum amount that may be considered qualified dividend income for individual shareholders.

The Fund intends to make an election to pass through foreign taxes to its shareholders. For the taxable period ended November 30, 2018, $553,224 of foreign taxes may be passed through and the associated foreign source income for information reporting purposes is $4,970,164.


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 53

BOARD OF TRUSTEES

Marshall C. Turner, Jr.⁽¹⁾, Chairman

Michael J. Downey⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Carol C. McMullen⁽¹⁾

Garry L. Moody⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Tawhid Ali⁽²⁾, Vice President

Takeo Aso⁽²⁾, Vice President

Avi Lavi⁽²⁾, Vice President

Emilie D. Wrapp, Secretary

Michael B. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

Principal Underwriter

AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105

Legal Counsel

Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004

Transfer Agent

AllianceBernstein Investor
Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672

Independent Registered Public Accounting Firm

Ernst & Young LLP
5 Times Square
New York, NY 10036

1	Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the International Value Senior Investment Management Team. Messrs. Ali, Aso, and Lavi are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.


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MANAGEMENT OF THE FUND

Board of Trustees Information

The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund’s Trustees is set forth below.


NAME, ADDRESS, AGE AND (YEAR FIRST ELECTED)*	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INTERESTED TRUSTEE
Robert M. Keith,^# 1345 Avenue of the Americas NewYork, NY 10105 58 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business with which he had been associated since prior to 2004.		94	None


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 55

MANAGEMENT OF THE FUND (continued)


NAME, ADDRESS, AGE AND (YEAR FIRST ELECTED)*	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEE
Marshall C. Turner, Jr.,^## Chairman of the Board 77 (2005)	Private Investor since prior to 2014. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.		94	Xilinx, Inc. (programmable logic semi-conductors) since 2007


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MANAGEMENT OF THE FUND (continued)


NAME, ADDRESS, AGE AND (YEAR FIRST ELECTED)*	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEE (continued)
Michael J. Downey,^## 75 (2005)	Private Investor since prior to 2014. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		94	The Asia Pacific Fund, Inc. (registered investment company) since prior to 2014


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 57

MANAGEMENT OF THE FUND (continued)


NAME, *ADDRESS, AGE AND (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEE (continued)
Nancy P. Jacklin,^## 70 (2006)	Private Investor since prior to 2014. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.		94	None


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MANAGEMENT OF THE FUND (continued)


NAME, *ADDRESS, AGE AND (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEE (continued)
Carol C. McMullen,^## 63 (2016)	Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.		94	None


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 59

MANAGEMENT OF THE FUND (continued)


NAME, *ADDRESS, AGE AND (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEE (continued)
Garry L. Moody,^## 66 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		94	None

Earl D. Weiner,^## 79 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		94	None


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MANAGEMENT OF THE FUND (continued)

*	The address for each of the Fund’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.

**	There is no stated term of office for the Fund’s Trustees.

***

#	Mr. Keith is an “interested trustee” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

##	Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 61

MANAGEMENT OF THE FUND (continued)

Officers of the Trust

Certain information concerning the Fund’s Officers is listed below.


NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 58	President and Chief Executive Officer	See biography above.

Tawhid Ali 47	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2014.

Takeo Aso 54	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.

Avi Lavi 52	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.

Emilie D. Wrapp 63	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2014.

Michael B. Reyes 42	Senior Analyst	Vice President of the Adviser,** with which he has been associated since prior to 2014.

Joseph J. Mantineo 59	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2014.

Phyllis J. Clarke 58	Controller	Vice President of ABIS**, with which she has been associated since prior to 2014.

Vincent S. Noto 54	Chief Compliance Officer	Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser since 2012.

*	The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

**	The Adviser, ABI and ABIS are affiliates of the Fund.


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CONTINUANCE DISCLOSURE

Information Regarding the Review and Approval of the Fund’s Advisory Agreement

As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018 (the “August 2018 Proxy Statement”), the Boards of the AB Funds, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including AB Trust in respect of AB International Value Fund (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.

As indicated in a supplement dated January 7, 2019 to the August 2018 Proxy Statement, the annual meeting of shareholders with respect to the Fund has been adjourned until March 12, 2019 for the purpose of voting on the Proposed Agreements.

A discussion regarding the basis for the Boards’ approvals at a meeting held on July 31-August 2, 2018 is set forth below.

Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreement and Interim Advisory Agreement in the Context of Potential Assignments


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 63

funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.


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business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

Costs of Services to be Provided and Profitability


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 65

expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.

Fall-Out Benefits

Investment Results


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underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 67

claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale


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certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreements

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested trustees (the “directors”) of AB Trust (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB International Value Fund (the “Fund”) at a meeting held on May 1-3, 2018 (the “Meeting”).


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 69

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio


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management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Company’s former Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

Fall-Out Benefits


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 71

Investment Results

Advisory Fees and Other Expenses


72 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

The directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the medians. After reviewing and discussing the Adviser’s explanations of the reasons for this, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 73

services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.


74 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

US CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

US GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

INTERNATIONAL/ GLOBAL EQUITY (continued)

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio¹

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

TARGET-DATE

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

CLOSED-END FUNDS

Alliance California Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

1	Prior to February 23, 2018, FlexFee High Yield Portfolio was named High Yield Portfolio.


abfunds.com		AB INTERNATIONAL VALUE FUND ^\| 75

NOTES



76 ^\| AB INTERNATIONAL VALUE FUND		abfunds.com

LOGO

AB INTERNATIONAL VALUE FUND

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

IV-0151-1118 LOGO

NOV^11.30.18

LOGO

ANNUAL REPORT

AB VALUE FUND

LOGO



Investment Products Offered		• Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


FROM THE PRESIDENT

Dear Shareholder,

We are pleased to provide this report for AB Value Fund (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

As always, AB strives to keep clients ahead of what’s next by:

⁺

Transforming uncommon insights into uncommon knowledge with a global research scope

⁺

Navigating markets with seasoned investment experience and sophisticated solutions

⁺

Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in the AB Mutual Funds.

Sincerely,

LOGO

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds


abfunds.com		AB VALUE FUND ^\| 1

ANNUAL REPORT

January 9, 2019

This report provides management’s discussion of fund performance for AB Value Fund for the annual reporting period ended November 30, 2018.

The Fund’s investment objective is long-term growth of capital.

NAV RETURNS AS OF NOVEMBER 30, 2018 (unaudited)


	6 Months		12 Months
AB VALUE FUND¹
Class A Shares		-1.09%		-2.52%
Class B Shares²		-1.15%		-2.64%
Class C Shares		-1.48%		-3.23%
Advisor Class Shares³		-1.03%		-2.31%
Class R Shares³		-1.36%		-2.96%
Class K Shares³		-1.18%		-2.65%
Class I Shares³		-0.91%		-2.16%
Russell 1000 Value Index		3.48%		2.96%

1	Includes the impact of proceeds received and credited to the Fund resulting from class-action settlements, which enhanced the performance of all share classes of the Fund for the six- and 12-month periods ended November 30, 2018, by 0.03% and 0.06%, respectively.

2	Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for more information.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Russell 1000 Value Index, for the six- and 12-month periods ended November 30, 2018.

All share classes of the Fund underperformed the benchmark for both periods, before sales charges. During the 12-month period, stock selection in the health care, financials and consumer staples sectors detracted, relative to the benchmark. Stock selection in materials and communication services, along with an overweight to technology, contributed.

During the six-month period, stock selection in financials, consumer staples and health care detracted from performance. An underweight in health care and an overweight in technology also detracted. Stock selection in technology, communication services and materials contributed. An underweight to industrials and an overweight to communications services also contributed.


2 ^\| AB VALUE FUND		abfunds.com

The Fund did not utilize derivatives during the six- or 12-month periods.

MARKET REVIEW AND INVESTMENT STRATEGY

During the 12-month period ended November 30, 2018, US stocks gained while non-US and emerging-market equities declined. In the US, growth stocks outperformed value stocks, in terms of style, and large-cap stocks outperformed their small-cap peers. Although US stocks benefited from corporate tax reform early in the period, and strong earnings and economic data throughout, investor sentiment turned negative globally on fears of rising interest rates, worsening trade wars and slowing global growth. The US Federal Reserve (the “Fed”) raised interest rates four times during the period and began to formally reduce its balance sheet, as widely expected. However, the Fed surprised investors at the end of the period with dovish commentary, causing the market to price in fewer rate hikes for 2019.

The Fund’s Senior Investment Management Team (the “Team”) continues to focus on attractively valued opportunities, targeting a diversified range of companies. The Team utilizes a disciplined value process to determine when a company’s stock price doesn’t reflect its long-term ability to generate earnings, and selects its top-ranked value stocks to build a diversified portfolio.

INVESTMENT POLICIES

The Fund invests primarily in a diversified portfolio of equity securities of US companies with relatively large market capitalizations that the Adviser believes are undervalued. The Fund invests in companies that are determined by the Adviser to be undervalued using the fundamental value approach of the Adviser. The fundamental value approach seeks to identify a universe of securities that are considered to be undervalued because they are attractively priced relative to their future earnings power and dividend-paying capability. In selecting securities for the Fund’s portfolio, the Adviser uses its fundamental and quantitative research to identify companies whose long-term earnings power and dividend-paying capability are not reflected in the current market price of their securities.

The Fund may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Fund may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of exchange-traded funds (“ETFs”). These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities

(continued on next page)



abfunds.com		AB VALUE FUND ^\| 3

or markets, or to protect all or a portion of the Fund’s portfolio from a decline in value, sometimes within certain ranges. The Fund may, at times, invest in shares of ETFs in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Fund seeks to invest than direct investments.


4 ^\| AB VALUE FUND		abfunds.com

DISCLOSURES AND RISKS

Benchmark Disclosure

The Russell 1000^® Value Index is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 1000 Value Index represents the performance of large-cap value companies within the US. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance


abfunds.com		AB VALUE FUND ^\| 5

DISCLOSURES AND RISKS (continued)

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4) and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.


6 ^\| AB VALUE FUND		abfunds.com

HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

11/30/2008 TO 11/30/2018

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Value Fund Class A shares (from 11/30/2008 to 11/30/2018) as compared to the performance of the Fund’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.


abfunds.com		AB VALUE FUND ^\| 7

HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF NOVEMBER 30, 2018 (unaudited)


	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-2.52%		-6.68%
5 Years		4.74%		3.84%
10 Years		9.70%		9.23%
CLASS B SHARES
1 Year		-2.64%		-6.50%
5 Years		4.68%		4.68%
10 Years¹		9.63%		9.63%
CLASS C SHARES
1 Year		-3.23%		-4.19%
5 Years		3.99%		3.99%
10 Years		8.88%		8.88%
ADVISOR CLASS SHARES²
1 Year		-2.31%		-2.31%
5 Years		5.03%		5.03%
10 Years		10.01%		10.01%
CLASS R SHARES²
1 Year		-2.96%		-2.96%
5 Years		4.31%		4.31%
10 Years		9.28%		9.28%
CLASS K SHARES²
1 Year		-2.65%		-2.65%
5 Years		4.64%		4.64%
10 Years		9.62%		9.62%
CLASS I SHARES²
1 Year		-2.16%		-2.16%
5 Years		5.09%		5.09%
10 Years		10.08%		10.08%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 0.98%, 1.77%, 1.74%, 0.73%, 1.41%, 1.12% and 0.69% for Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

1	Assumes conversion of Class B shares into Class A shares after eight years.

These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans, and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.


8 ^\| AB VALUE FUND		abfunds.com

HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

DECEMBER 31, 2018 (unaudited)


	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-18.72%
5 Years		1.06%
10 Years		7.66%
CLASS B SHARES
1 Year		-18.44%
5 Years		1.88%
10 Years¹		8.07%
CLASS C SHARES
1 Year		-16.51%
5 Years		1.21%
10 Years		7.34%
ADVISOR CLASS SHARES²
1 Year		-14.91%
5 Years		2.22%
10 Years		8.43%
CLASS R SHARES²
1 Year		-15.50%
5 Years		1.53%
10 Years		7.73%
CLASS K SHARES²
1 Year		-15.19%
5 Years		1.83%
10 Years		8.05%
CLASS I SHARES²
1 Year		-14.84%
5 Years		2.26%
10 Years		8.50%

1	Assumes conversion of Class B shares into Class A shares after eight years.

Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans, and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.


abfunds.com		AB VALUE FUND ^\| 9

EXPENSE EXAMPLE

(unaudited)

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

Hypothetical Example for Comparison Purposes


10 ^\| AB VALUE FUND		abfunds.com

EXPENSE EXAMPLE (continued)


	Beginning Account Value June 1, 2018		Ending Account Value November 30, 2018		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	989.10	$	4.84		0.97	%
Hypothetical**	$	1,000	$	1,020.21	$	4.91		0.97	%
Class B
Actual	$	1,000	$	988.50	$	5.23		1.05	%
Hypothetical**	$	1,000	$	1,019.80	$	5.32		1.05	%
Class C
Actual	$	1,000	$	985.20	$	8.56		1.72	%
Hypothetical**	$	1,000	$	1,016.44	$	8.69		1.72	%
Advisor Class
Actual	$	1,000	$	989.70	$	3.59		0.72	%
Hypothetical**	$	1,000	$	1,021.46	$	3.65		0.72	%
Class R
Actual	$	1,000	$	986.40	$	7.12		1.43	%
Hypothetical**	$	1,000	$	1,017.90	$	7.23		1.43	%
Class K
Actual	$	1,000	$	988.20	$	5.58		1.12	%
Hypothetical**	$	1,000	$	1,019.45	$	5.67		1.12	%
Class I
Actual	$	1,000	$	990.90	$	3.39		0.68	%
Hypothetical**	$	1,000	$	1,021.66	$	3.45		0.68	%

*	Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

**	Assumes 5% annual return before expenses.


abfunds.com		AB VALUE FUND ^\| 11

PORTFOLIO SUMMARY

November 30, 2018 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $378.2

LOGO

TEN LARGEST HOLDINGS²


Company	U.S. $ Value		Percent of Net Assets
Oracle Corp.	$	18,668,449		4.9	%
Wells Fargo & Co.		18,461,659		4.9
Comcast Corp. – Class A		16,774,339		4.4
Pfizer, Inc.		13,970,197		3.7
EOG Resources, Inc.		12,743,392		3.4
Bank of America Corp.		12,587,760		3.3
T-Mobile US, Inc.		11,711,111		3.1
Cigna Corp.		10,768,703		2.9
Raytheon Co.		10,187,430		2.7
Gilead Sciences, Inc.		9,711,540		2.6
	$	135,584,580		35.9	%

1	All data are as of November 30, 2018. The Fund’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

2	Long-term investments.


12 ^\| AB VALUE FUND		abfunds.com

PORTFOLIO OF INVESTMENTS

November 30, 2018


Company	Shares		U.S. $ Value

COMMON STOCKS – 98.0%
Financials – 22.3%
Banks – 10.9%
Bank of America Corp.		443,231	$	12,587,760
Comerica, Inc.		51,282		4,060,509
Wells Fargo & Co.		340,119		18,461,659
Zions Bancorp NA		128,855		6,270,084

				41,380,012

Consumer Finance – 4.8%
Capital One Financial Corp.		108,089		9,693,421
OneMain Holdings, Inc.^(a)		113,284		3,315,823
Synchrony Financial		195,018		5,066,568

				18,075,812

Insurance – 6.6%
Everest Re Group Ltd.		26,308		5,842,481
Fidelity National Financial, Inc.		215,392		7,237,171
Reinsurance Group of America, Inc. – Class A		26,779		4,000,247
Travelers Cos., Inc. (The)		60,000		7,822,200

				24,902,099

				84,357,923

Health Care – 12.5%
Biotechnology – 2.6%
Gilead Sciences, Inc.		134,995		9,711,540


Health Care Providers & Services – 2.8%
Cigna Corp.		48,208		10,768,703
CVS Health Corp.		1		46

				10,768,749

Pharmaceuticals – 7.1%
Novo Nordisk A/S (Sponsored ADR)		181,972		8,483,535
Pfizer, Inc.		302,189		13,970,197
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)^(a)		207,818		4,476,400

				26,930,132

				47,410,421

Information Technology – 11.9%
Communications Equipment – 5.3%
Finisar Corp.^(a)		166,432		3,886,187
Juniper Networks, Inc.		295,074		8,471,574
Nokia Oyj (Sponsored ADR) – Class A		1,382,970		7,564,846

				19,922,607

Software – 4.9%
Oracle Corp.		382,864		18,668,449


abfunds.com		AB VALUE FUND ^\| 13

PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Technology Hardware, Storage & Peripherals – 1.7%
NCR Corp.^(a)		99,386	$	2,753,986
Xerox Corp.		135,827		3,656,463

				6,410,449

				45,001,505

Communication Services – 11.8%
Entertainment – 2.4%
Twenty-First Century Fox, Inc. – Class A		185,655		9,184,353


Media – 6.3%
Charter Communications, Inc. – Class A^(a)		21,116		6,951,387
Comcast Corp. – Class A		430,001		16,774,339

				23,725,726

Wireless Telecommunication Services – 3.1%
T-Mobile US, Inc.^(a)		171,090		11,711,111

				44,621,190

Energy – 9.8%
Energy Equipment & Services – 1.1%
C&J Energy Services, Inc.^(a)		166,000		2,851,880
Dril-Quip, Inc.^(a)		35,539		1,395,261

				4,247,141

Oil, Gas & Consumable Fuels – 8.7%
Cimarex Energy Co.		41,222		3,379,380
Devon Energy Corp.		151,642		4,098,883
EOG Resources, Inc.		123,351		12,743,392
Hess Corp.		93,878		5,059,085
Marathon Petroleum Corp.		117,007		7,624,176

				32,904,916

				37,152,057

Consumer Staples – 6.7%
Beverages – 2.1%
PepsiCo, Inc.		65,273		7,959,390


Food & Staples Retailing – 1.4%
Sysco Corp.		53,000		3,572,200
US Foods Holding Corp.^(a)		47,101		1,562,811

				5,135,011

Tobacco – 3.2%
Altria Group, Inc.		135,000		7,402,050
Philip Morris International, Inc.		53,844		4,659,121

				12,061,171

				25,155,572

Utilities – 5.4%
Electric Utilities – 3.8%
American Electric Power Co., Inc.		120,295		9,351,734
NextEra Energy, Inc.		27,820		5,055,172

				14,406,906


14 ^\| AB VALUE FUND		abfunds.com

PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Multi-Utilities – 1.6%
NiSource, Inc.		223,841	$	5,913,879

				20,320,785

Consumer Discretionary – 5.2%
Auto Components – 2.5%
Lear Corp.		20,709		2,821,601
Magna International, Inc. – Class A		130,676		6,516,812

				9,338,413

Specialty Retail – 1.9%
Gap, Inc. (The)		26,600		725,914
Michaels Cos., Inc. (The)^(a)		221,218		3,754,069
Signet Jewelers Ltd.		51,235		2,700,085

				7,180,068

Textiles, Apparel & Luxury Goods – 0.8%
Skechers U.S.A., Inc. – Class A^(a)		111,969		3,023,163

				19,541,644

Industrials – 4.9%
Aerospace & Defense – 2.7%
Raytheon Co.		58,101		10,187,430


Airlines – 2.2%
Alaska Air Group, Inc.		56,651		4,150,252
JetBlue Airways Corp.^(a)		214,321		4,183,546

				8,333,798

				18,521,228

Real Estate – 3.8%
Equity Real Estate Investment Trusts (REITs) – 3.8%
CubeSmart		91,776		2,857,905
Mid-America Apartment Communities, Inc.		68,297		7,072,837
Sun Communities, Inc.		43,590		4,537,719

				14,468,461

Materials – 3.7%
Chemicals – 2.8%
CF Industries Holdings, Inc.		83,469		3,521,557
Mosaic Co. (The)		192,839		6,942,204

				10,463,761

Metals & Mining – 0.9%
Alcoa Corp.^(a)		47,279		1,503,945
Century Aluminum Co.^(a)		220,000		1,975,601

				3,479,546

				13,943,307

Total Common Stocks (cost $329,349,126)				370,494,093


abfunds.com		AB VALUE FUND ^\| 15

PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

SHORT-TERM INVESTMENTS – 1.3%
Investment Companies – 1.3%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.13%^(b)(c)(d) (cost $4,973,782)		4,973,782	$	4,973,782


Total Investments – 99.3% (cost $334,322,908)				375,467,875
Other assets less liabilities – 0.7%				2,722,623


Net Assets – 100.0%			$	378,190,498

(a)	Non-income producing security.

(b)	Affiliated investments.

(c)	The rate shown represents the 7-day yield as of period end.

(d)	To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.


16 ^\| AB VALUE FUND		abfunds.com

STATEMENT OF ASSETS & LIABILITIES

November 30, 2018


Assets
Investments in securities, at value
Unaffiliated issuers (cost $329,349,126)	$	370,494,093
Affiliated issuers (cost $4,973,782)		4,973,782
Receivable for investment securities sold		3,344,587
Unaffiliated dividends and interest receivable		572,983
Receivable for shares of beneficial interest sold		280,798
Affiliated dividends receivable		4,128
Other assets		42,600

Total assets		379,712,971

Liabilities
Payable for investment securities purchased		728,119
Payable for shares of beneficial interest redeemed		436,371
Advisory fee payable		170,375
Distribution fee payable		14,877
Administrative fee payable		11,327
Transfer Agent fee payable		10,347
Trustees’ fees payable		1
Accrued expenses		151,056

Total liabilities		1,522,473

Net Assets	$	378,190,498

Composition of Net Assets
Paid-in capital	$	321,482,616
Distributable earnings		56,707,882

	$	378,190,498

Net Asset Value Per Share—unlimited shares authorized, without par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	51,284,495		3,337,800	$	15.36	*

B	$	598,237		38,768	$	15.43

C	$	2,680,785		175,263	$	15.30

Advisor	$	312,921,606		20,316,993	$	15.40

R	$	847,015		55,720	$	15.20

K	$	8,379,733		555,763	$	15.08

I	$	1,478,627		96,808	$	15.27

*	The maximum offering price per share for Class A shares was $16.04 which reflects a sales charge of 4.25%.

See notes to financial statements.


abfunds.com		AB VALUE FUND ^\| 17

STATEMENT OF OPERATIONS

Year Ended November 30, 2018


Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $92,152)	$	7,418,716
Affiliated issuers		106,144
Securities lending income		23,486		$	7,548,346

Expenses
Advisory fee (see Note B)		2,229,513
Distribution fee—Class A		136,573
Distribution fee—Class B		7,105
Distribution fee—Class C		35,454
Distribution fee—Class R		4,700
Distribution fee—Class K		22,951
Transfer agency—Class A		29,486
Transfer agency—Class B		657
Transfer agency—Class C		2,232
Transfer agency—Advisor Class		179,899
Transfer agency—Class R		2,444
Transfer agency—Class K		18,361
Transfer agency—Class I		525
Custodian		111,991
Registration fees		106,212
Administrative		64,099
Audit and tax		59,712
Legal		43,530
Printing		31,967
Trustees’ fees		24,557
Miscellaneous		21,648

Total expenses		3,133,616
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(9,129	)
Less: expenses waived by the Distributor (see Note C)		(4,973	)

Net expenses					3,119,514

Net investment income					4,428,832

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain on:
Investment transactions					12,077,558
Foreign currency transactions					1,092
Net change in unrealized appreciation/depreciation of investments					(25,436,852	)

Net loss on investment and foreign currency transactions					(13,358,202	)

Net Decrease in Net Assets from Operations				$	(8,929,370	)

See notes to financial statements.


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STATEMENT OF CHANGES IN NET ASSETS


	Year Ended November 30, 2018			Year Ended November 30, 2017
Increase (Decrease) in Net Assets from Operations
Net investment income	$	4,428,832		$	4,895,134
Net realized gain on investment transactions		12,078,650			21,456,306
Net change in unrealized appreciation/depreciation of investments		(25,436,852	)		23,492,342

Net increase (decrease) in net assets from operations		(8,929,370	)		49,843,782
Distributions to Shareholders
Class A		(591,729	)		(550,551	)
Class B		(7,286	)		(9,624	)
Class C		– 0	–		(57,787	)
Advisor Class		(4,214,926	)		(4,334,704	)
Class R		(6,683	)		(7,847	)
Class K		(90,350	)		(121,470	)
Class I		(38,565	)		(43,193	)
Transactions in Shares of Beneficial Interest
Net decrease		(27,960,432	)		(23,931,876	)

Total increase (decrease)		(41,839,341	)		20,786,730
Net Assets
Beginning of period		420,029,839			399,243,109

End of period	$	378,190,498		$	420,029,839

See notes to financial statements.


abfunds.com		AB VALUE FUND ^\| 19

NOTES TO FINANCIAL STATEMENTS

November 30, 2018

NOTE A

Significant Accounting Policies

AB Trust (the “Trust”) was organized as a Massachusetts business trust on December 12, 2000 and is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Trust operates as a series company currently comprised of three funds. Each fund is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Value Fund (the “Fund”), a diversified fund. The Fund offers Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to 0% depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Fund to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AB mutual fund, (ii) for purposes of dividend reinvestment, (iii) through the Fund’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Effective April 10, 2017, Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All seven classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.


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NOTES TO FINANCIAL STATEMENTS (continued)

1. Security Valuation


abfunds.com		AB VALUE FUND ^\| 21

NOTES TO FINANCIAL STATEMENTS (continued)

mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

2. Fair Value Measurements

•

Level 1—quoted prices in active markets for identical investments

•

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)


22 ^\| AB VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of November 30, 2018:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks^(a)

370,494,093

– 0

–

– 0

–

370,494,093

Short-Term Investments

4,973,782

– 0

–

– 0

–

4,973,782

Total Investments in Securities

375,467,875

– 0

–

– 0

–

375,467,875

Other Financial Instruments^(b)

– 0

–

– 0

–

– 0

–

– 0

–

Total^(c)

375,467,875

– 0

–

– 0

–

375,467,875

(a)	See Portfolio of Investments for sector classifications.

(b)

(c)	There were no transfers between any levels during the reporting period.

The Fund recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.


abfunds.com		AB VALUE FUND ^\| 23

NOTES TO FINANCIAL STATEMENTS (continued)

pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

3. Currency Translation


24 ^\| AB VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

4. Taxes

5. Investment Income and Investment Transactions

6. Class Allocations

7. Dividends and Distributions


abfunds.com		AB VALUE FUND ^\| 25

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.


26 ^\| AB VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the December 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $411 from the sale of Class A shares and received $685, $365 and $118 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the year ended November 30, 2018.



abfunds.com		AB VALUE FUND ^\| 27

NOTES TO FINANCIAL STATEMENTS (continued)

equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended November 30, 2018, such waiver amounted to $3,144.

A summary of the Fund’s transactions in AB mutual funds for the year ended November 30, 2018 is as follows:


Fund	Market Value 11/30/17 (000)			Purchases at Cost (000)		Sales Proceeds (000)		Market Value 11/30/18 (000)			Dividend Income (000)
Government Money Market Portfolio	$	– 0	–	$	128,674	$	123,700	$	4,974		$	32
Government Money Market Portfolio*		11,644			127,571		139,215		– 0	–		74

Total								$	4,974		$	106

*	Investments of cash collateral for securities lending transactions (see Note E).

Brokerage commissions paid on investment transactions for the year ended November 30, 2018 amounted to $114,213, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to both Class B and Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class and Class I shares. As of November 1, 2005, with respect to Class B shares, payments to the Distributor are voluntarily being limited to .30% of the average daily net assets attributable to Class B shares. For the year ended November 30, 2018, such waiver amounted to $4,973. Effective February 29, 2016, payments under the Agreement in respect of Class A shares are limited to an annual rate of .25% of Class A shares’ average daily net assets. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operations, the Distributor has incurred expenses in excess of the distribution


28 ^\| AB VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

costs reimbursed by the Fund in the amounts of $513,619, $971,670, $145,321 and $78,981 for Class B, Class C, Class R and Class K shares, respectively. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended November 30, 2018 were as follows:


	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	158,809,942		$	193,018,179
U.S. government securities		– 0	–		– 0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:


Cost	$	334,557,218

Gross unrealized appreciation	$	55,349,783
Gross unrealized depreciation		(14,439,126	)

Net unrealized appreciation	$	40,910,657

1. Derivative Financial Instruments

The Fund did not engage in derivatives transactions for the year ended November 30, 2018.

2. Currency Transactions


abfunds.com		AB VALUE FUND ^\| 29

NOTES TO FINANCIAL STATEMENTS (continued)

denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash. The Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Fund to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At November 30, 2018, the Fund had no securities on loan. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Fund earned securities lending income of $23,486 and $74,368 from the borrowers and Government Money Market Portfolio, respectively, for the year ended November 30, 2018; these amounts are reflected in the statement of operations. In connection with the cash collateral investment by the Fund in the Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the


30 ^\| AB VALUE FUND		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended November 30, 2018, such waiver amounted to $5,985. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities.

NOTE F

Shares of Beneficial Interest

Transactions in shares of beneficial interest for each class were as follows:



	Shares						Amount
	Year Ended November 30, 2018			Year Ended November 30, 2017			Year Ended November 30, 2018			Year Ended November 30, 2017

Class A
Shares sold		197,228			214,423		$	3,102,069		$	3,187,644

Shares issued in reinvestment of dividends		32,431			32,807			513,060			479,973

Shares converted from Class B		10,219			18,108			161,557			267,572

Shares converted from Class C		36,471			667,927			568,073			9,773,303

Shares redeemed		(594,162	)		(718,287	)		(9,448,621	)		(10,713,994	)

Net increase (decrease)		(317,813	)		214,978		$	(5,103,862	)	$	2,994,498


Class B
Shares sold		2,715			3,629		$	43,242		$	54,121

Shares issued in reinvestment of dividends		446			647			7,091			9,511

Shares converted to Class A		(10,169	)		(18,032	)		(161,557	)		(267,572	)

Shares redeemed		(6,223	)		(3,931	)		(100,111	)		(59,013	)

Net decrease		(13,231	)		(17,687	)	$	(211,335	)	$	(262,953	)


Class C
Shares sold		21,448			39,110		$	338,804		$	574,222

Shares issued in reinvestment of dividends		– 0	–		3,323			– 0	–		48,577

Shares converted to Class A		(36,488	)		(670,262	)		(568,073	)		(9,773,303	)

Shares redeemed		(77,691	)		(129,194	)		(1,222,249	)		(1,920,451	)

Net decrease		(92,731	)		(757,023	)	$	(1,451,518	)	$	(11,070,955	)


abfunds.com		AB VALUE FUND ^\| 31

NOTES TO FINANCIAL STATEMENTS (continued)



	Shares						Amount
	Year Ended November 30, 2018			Year Ended November 30, 2017			Year Ended November 30, 2018			Year Ended November 30, 2017

Advisor Class
Shares sold		2,639,855			3,817,699		$	42,063,523		$	56,608,515

Shares issued in reinvestment of dividends		225,584			254,444			3,568,734			3,719,964

Shares redeemed		(4,005,756	)		(4,924,168	)		(63,617,327	)		(73,421,370	)

Net decrease		(1,140,317	)		(852,025	)	$	(17,985,070	)	$	(13,092,891	)


Class R
Shares sold		10,596			28,164		$	166,094		$	414,366

Shares issued in reinvestment of dividends		425			540			6,682			7,846

Shares redeemed		(24,413	)		(43,784	)		(384,077	)		(648,586	)

Net decrease		(13,392	)		(15,080	)	$	(211,301	)	$	(226,374	)


Class K
Shares sold		161,039			164,334		$	2,568,001		$	2,386,885

Shares issued in reinvestment of dividends		5,810			8,453			90,350			121,469

Shares redeemed		(261,456	)		(304,537	)		(4,118,090	)		(4,450,920	)

Net decrease		(94,607	)		(131,750	)	$	(1,459,739	)	$	(1,942,566	)


Class I
Shares sold		172			161		$	2,706		$	2,401

Shares issued in reinvestment of dividends		1,020			1,104			15,994			16,005

Shares redeemed		(96,968	)		(23,251	)		(1,556,307	)		(349,041	)

Net decrease		(95,776	)		(21,986	)	$	(1,537,607	)	$	(330,635	)

NOTE G

Risks Involved in Investing in the Fund

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.


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NOTES TO FINANCIAL STATEMENTS (continued)

losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.

NOTE H

Joint Credit Facility

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended November 30, 2018 and November 30, 2017 were as follows:


	2018		2017
Distributions paid from:
Ordinary income	$	4,949,539	$	5,125,176

Total taxable distributions paid	$	4,949,539	$	5,125,176

As of November 30, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:


Undistributed ordinary income	$	3,934,713
Undistributed capital gains		11,862,511
Unrealized appreciation/(depreciation)		40,910,657	^(a)

Total accumulated earnings/(deficit)	$	56,707,881

(a)	The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.


abfunds.com		AB VALUE FUND ^\| 33

NOTES TO FINANCIAL STATEMENTS (continued)

as either short-term or long-term capital losses. As of November 30, 2018, the Fund did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the utilization of prior year capital loss carryforwards resulted in a net decrease in distributable earnings and a net increase in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J

Recent Accounting Pronouncements

NOTE K

Subsequent Events



34 ^\| AB VALUE FUND		abfunds.com

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class A
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 15.93			$ 14.29			$ 13.86			$ 14.51			$ 12.93

Income From Investment Operations
Net investment income^(a)		.14	^(b)		.15	^(b)^†		.16	^(b)		.16			.20
Net realized and unrealized gain (loss) on investment transactions		(.55	)		1.65			.44			(.60	)		1.51

Net increase (decrease) in net asset value from operations		(.41	)		1.80			.60			(.44	)		1.71

Less: Dividends
Dividends from net investment income		(.16	)		(.16	)		(.17	)		(.21	)		(.13	)

Net asset value, end of period		$ 15.36			$ 15.93			$ 14.29			$ 13.86			$ 14.51

Total Return
Total investment return based on net asset value^(c)*		(2.52	)%		12.68	%^†		4.44	%		(3.07	)%		13.38	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$51,284			$58,220			$49,150			$54,560			$62,021
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.97	%		.98	%		1.00	%		1.03	%		1.04	%
Expenses, before waivers/reimbursements		.97	%		.98	%		1.00	%		1.03	%		1.04	%
Net investment income		.90	%^(b)		1.02	%^(b)^†		1.22	%^(b)		1.15	%		1.45	%
Portfolio turnover rate		40	%		41	%		74	%		91	%		56	%

See footnote summary on page 42.


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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class B
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 15.99			$ 14.34			$ 13.89			$ 14.53			$ 12.94

Income From Investment Operations
Net investment income^(a)(d)		.13	^(b)		.14	^(b)^†		.15	^(b)		.15			.20
Net realized and unrealized gain (loss) on investment transactions		(.55	)		1.65			.45			(.60	)		1.52

Net increase (decrease) in net asset value from operations		(.42	)		1.79			.60			(.45	)		1.72

Less: Dividends
Dividends from net investment income		(.14	)		(.14	)		(.15	)		(.19	)		(.13	)

Net asset value, end of period		$ 15.43			$ 15.99			$ 14.34			$ 13.89			$ 14.53

Total Return
Total investment return based on net asset value^(c)*		(2.64	)%		12.60	%^†		4.40	%		(3.13	)%		13.39	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$598			$831			$999			$1,475			$2,605
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.05	%		1.07	%		1.05	%		1.08	%		1.06	%
Expenses, before waivers/reimbursements		1.76	%		1.77	%		1.75	%		1.78	%		1.76	%
Net investment income^(d)		.80	%^(b)		.93	%^(b)^†		1.17	%^(b)		1.07	%		1.47	%
Portfolio turnover rate		40	%		41	%		74	%		91	%		56	%

See footnote summary on page 42.


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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class C
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 15.81			$ 14.19			$ 13.76			$ 14.41			$ 12.84

Income From Investment Operations
Net investment income^(a)		.02	^(b)		.04	^(b)^†		.06	^(b)		.06			.10
Net realized and unrealized gain (loss) on investment transactions		(.53	)		1.64			.44			(.60	)		1.52

Net increase (decrease) in net asset value from operations		(.51	)		1.68			.50			(.54	)		1.62

Less: Dividends
Dividends from net investment income		– 0	–		(.06	)		(.07	)		(.11	)		(.05	)

Net asset value, end of period		$ 15.30			$ 15.81			$ 14.19			$ 13.76			$ 14.41

Total Return
Total investment return based on net asset value^(c)*		(3.23	)%		11.84	%^†		3.64	%		(3.77	)%		12.65	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,681			$4,238			$14,545			$15,571			$18,617
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.72	%		1.73	%		1.74	%		1.73	%		1.74	%
Expenses, before waivers/reimbursements		1.73	%		1.74	%		1.74	%		1.73	%		1.74	%
Net investment income		.13	%^(b)		.26	%^(b)^†		.47	%^(b)		.44	%		.74	%
Portfolio turnover rate		40	%		41	%		74	%		91	%		56	%

See footnote summary on page 42.


abfunds.com		AB VALUE FUND ^\| 37

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Advisor Class
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 15.96			$ 14.31			$ 13.89			$ 14.55			$ 12.96

Income From Investment Operations
Net investment income^(a)		.18	^(b)		.19	^(b)^†		.19	^(b)		.21			.24
Net realized and unrealized gain (loss) on investment transactions		(.54	)		1.65			.45			(.62	)		1.52

Net increase (decrease) in net asset value from operations		(.36	)		1.84			.64			(.41	)		1.76

Less: Dividends
Dividends from net investment income		(.20	)		(.19	)		(.22	)		(.25	)		(.17	)

Net asset value, end of period		$ 15.40			$ 15.96			$ 14.31			$ 13.89			$ 14.55

Total Return
Total investment return based on net asset value^(c)*		(2.31	)%		13.02	%^†		4.72	%		(2.84	)%		13.76	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$312,921			$342,437			$319,337			$313,391			$324,882
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.72	%		.73	%		.74	%		.73	%		.74	%
Expenses, before waivers/reimbursements		.72	%		.73	%		.74	%		.73	%		.74	%
Net investment income		1.15	%^(b)		1.26	%^(b)^†		1.48	%^(b)		1.45	%		1.79	%
Portfolio turnover rate		40	%		41	%		74	%		91	%		56	%

See footnote summary on page 42.


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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class R
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 15.76			$ 14.14			$ 13.69			$ 14.34			$ 12.76

Income From Investment Operations
Net investment income^(a)		.07	^(b)		.09	^(b)^†		.10	^(b)		.11			.14
Net realized and unrealized gain (loss) on investment transactions		(.53	)		1.62			.44			(.60	)		1.52

Net increase (decrease) in net asset value from operations		(.46	)		1.71			.54			(.49	)		1.66

Less: Dividends
Dividends from net investment income		(.10	)		(.09	)		(.09	)		(.16	)		(.08	)

Net asset value, end of period		$ 15.20			$ 15.76			$ 14.14			$ 13.69			$ 14.34

Total Return
Total investment return based on net asset value^(c)*		(2.96	)%		12.17	%^†		3.99	%		(3.47	)%		13.05	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$847			$1,089			$1,190			$1,127			$2,001
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.42	%		1.41	%		1.43	%		1.41	%		1.42	%
Expenses, before waivers/reimbursements		1.42	%		1.41	%		1.43	%		1.41	%		1.42	%
Net investment income		.43	%^(b)		.59	%^(b)^†		.78	%^(b)		.76	%		1.07	%
Portfolio turnover rate		40	%		41	%		74	%		91	%		56	%

See footnote summary on page 42.


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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class K
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 15.63			$ 14.03			$ 13.62			$ 14.27			$ 12.72

Income From Investment Operations
Net investment income^(a)		.12	^(b)		.13	^(b)^†		.14	^(b)		.15			.18
Net realized and unrealized gain (loss) on investment transactions		(.53	)		1.62			.43			(.59	)		1.50

Net increase (decrease) in net asset value from operations		(.41	)		1.75			.57			(.44	)		1.68

Less: Dividends
Dividends from net investment income		(.14	)		(.15	)		(.16	)		(.21	)		(.13	)

Net asset value, end of period		$ 15.08			$ 15.63			$ 14.03			$ 13.62			$ 14.27

Total Return
Total investment return based on net asset value^(c)*		(2.65	)%		12.56	%^†		4.26	%		(3.16	)%		13.37	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$8,380			$10,167			$10,976			$10,345			$12,200
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.11	%		1.11	%		1.11	%		1.11	%		1.11	%
Expenses, before waivers/reimbursements		1.11	%		1.12	%		1.11	%		1.11	%		1.11	%
Net investment income		.75	%^(b)		.88	%^(b)^†		1.10	%^(b)		1.07	%		1.36	%
Portfolio turnover rate		40	%		41	%		74	%		91	%		56	%

See footnote summary on page 42.


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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period


	Class I
	Year Ended November 30,
	2018			2017			2016			2015			2014


Net asset value, beginning of period		$ 15.82			$ 14.20			$ 13.78			$ 14.44			$ 12.86

Income From Investment Operations
Net investment income^(a)		.18	^(b)		.19	^(b)^†		.20	^(b)		.21			.24
Net realized and unrealized gain (loss) on investment transactions		(.53	)		1.63			.44			(.61	)		1.52

Net increase (decrease) in net asset value from operations		(.35	)		1.82			.64			(.40	)		1.76

Less: Dividends
Dividends from net investment income		(.20	)		(.20	)		(.22	)		(.26	)		(.18	)

Net asset value, end of period		$ 15.27			$ 15.82			$ 14.20			$ 13.78			$ 14.44

Total Return
Total investment return based on net asset value^(c)*		(2.16	)%		12.96	%^†		4.81	%		(2.81	)%		13.87	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,479			$3,048			$3,046			$3,048			$3,467
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.68	%		.68	%		.69	%		.69	%		.68	%
Expenses, before waivers/reimbursements		.68	%		.69	%		.69	%		.69	%		.68	%
Net investment income		1.17	%^(b)		1.31	%^(b)†		1.52	%^(b)		1.50	%		1.79	%
Portfolio turnover rate		40	%		41	%		74	%		91	%		56	%

See footnote summary on page 42.


abfunds.com		AB VALUE FUND ^\| 41

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

(a)	Based on average shares outstanding.

(b)	Net of fees and expenses waived/reimbursed by the Adviser.

(c)

(d)	Net of fees and expenses waived by the Distributor.

†	For the year ended November 30, 2017, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:


Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.002	.01%	.01%

Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended November 30, 2018, November 30, 2017, November 30, 2016, November 30, 2015 and November 30, 2014 by .06%, .07%, .21%, .13% and .03%, respectively.

See notes to financial statements.


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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of

AB Value Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Value Fund (the “Fund”) (one of the funds constituting AB Trust (the “Trust”)), including the portfolio of investments, as of November 30, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting AB Trust) at November 30, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion



abfunds.com		AB VALUE FUND ^\| 43

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

LOGO

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

January 25, 2019



44 ^\| AB VALUE FUND		abfunds.com

2018 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended November 30, 2018. For corporate shareholders, 100% of dividends paid qualify for the dividends received deduction. For individual shareholders, the Fund designates 100% of dividends paid as qualified dividend income.



abfunds.com		AB VALUE FUND ^\| 45

BOARD OF TRUSTEES

Marshall C. Turner, Jr.⁽¹⁾, Chairman

Michael J. Downey⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Carol C. McMullen⁽¹⁾

Garry L. Moody⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Joseph G. Paul⁽²⁾, Senior Vice President

Cem Inal⁽²⁾, Vice President

Emilie D. Wrapp, Secretary

Michael B. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer


Custodian and Accounting Agent State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210 Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105 Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004		Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036

1	Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

2	The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the U.S. Value Senior Investment Management Team. Messrs. Paul and Inal are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.


46 ^\| AB VALUE FUND		abfunds.com

MANAGEMENT OF THE FUND

Board of Trustees Information

The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund’s Trustees is set forth below.


NAME, *ADDRESS, AGE AND (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INTERESTED TRUSTEE
Robert M. Keith,^# 1345 Avenue of the Americas NewYork, NY 10105 58 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business with which he had been associated since prior to 2004.		94	None


abfunds.com		AB VALUE FUND ^\| 47

MANAGEMENT OF THE FUND (continued)


NAME, *ADDRESS, AGE AND (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEE
Marshall C. Turner, Jr.,^## Chairman of the Board 77 (2005)	Private Investor since prior to 2014. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.		94	Xilinx, Inc. (programmable logic semi-conductors) since 2007

Michael J. Downey,^## 75 (2005)	Private Investor since prior to 2014. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		94	The Asia Pacific Fund, Inc. (registered investment company) since prior to 2014


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MANAGEMENT OF THE FUND (continued)


NAME, *ADDRESS, AGE AND (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEE (continued)
Nancy P. Jacklin,^## 70 (2006)	Private Investor since prior to 2014. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.		94	None


abfunds.com		AB VALUE FUND ^\| 49

MANAGEMENT OF THE FUND (continued)


NAME, *ADDRESS, AGE AND (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEE (continued)
Carol C. McMullen,^## 63 (2016)	Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.		94	None


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MANAGEMENT OF THE FUND (continued)


NAME, *ADDRESS, AGE AND (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEE (continued)
Garry L. Moody,^## 66 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		94	None

Earl D. Weiner,^## 79 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		94	None


abfunds.com		AB VALUE FUND ^\| 51

MANAGEMENT OF THE FUND (continued)

*	The address for each of the Fund’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105

**	There is no stated term of office for the Fund’s Trustees.

***

#	Mr. Keith is an “interested trustee” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

##	Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.


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MANAGEMENT OF THE FUND (continued)

Officers of the Trust

Certain information concerning the Fund’s Officers is listed below.


NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 58	President and Chief Executive Officer	See biography above.

Joseph G. Paul 58	Senior Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.

Cem Inal 49	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.

Emilie D. Wrapp 63	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2014.

Michael B. Reyes 42	Senior Analyst	Vice President of the Adviser,** with which he has been associated since prior to 2014.

Joseph J. Mantineo 59	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2014.

Phyllis J. Clarke 58	Controller	Vice President of ABIS**, with which she has been associated since prior to 2014.

Vincent S. Noto 54	Chief Compliance Officer	Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser since 2012.

*	The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

**	The Adviser, ABI and ABIS are affiliates of the Fund.


abfunds.com		AB VALUE FUND ^\| 53

Information Regarding the Review and Approval of the Fund’s Advisory Agreement

As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including AB Trust in respect of AB Value Fund (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Boards’ approvals is set forth below.

Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreement and Interim Advisory Agreement in the Context of Potential Assignments


54 ^\| AB VALUE FUND		abfunds.com


abfunds.com		AB VALUE FUND ^\| 55

Nature, Extent and Quality of Services Provided

Costs of Services to be Provided and Profitability


56 ^\| AB VALUE FUND		abfunds.com

Fall-Out Benefits

Investment Results


abfunds.com		AB VALUE FUND ^\| 57

Management Fees and Other Expenses


58 ^\| AB VALUE FUND		abfunds.com

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale


abfunds.com		AB VALUE FUND ^\| 59

the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreements

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested trustees (the “directors”) of AB Trust (the “Company”) unanimously approved the continuance of the Advisory Agreement with the Adviser in respect of AB Value Fund (the “Fund”) at a meeting held on May 1-3, 2018 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive


60 ^\| AB VALUE FUND		abfunds.com

materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

Nature, Extent and Quality of Services Provided


abfunds.com		AB VALUE FUND ^\| 61

accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Company’s former Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be


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somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

At the Meeting, the directors reviewed performance information prepared by an analytical service that is not affiliated with the Adviser (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2018 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, and their discussion with the Adviser of the reasons for the Fund’s underperformance in certain periods, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses


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Economies of Scale


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directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.


abfunds.com		AB VALUE FUND ^\| 65

This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

US CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

US GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

INTERNATIONAL/ GLOBAL EQUITY (continued)

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio¹

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

TARGET-DATE

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

CLOSED-END FUNDS

Alliance California Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

1	Prior to February 23, 2018, FlexFee High Yield Portfolio was named High Yield Portfolio.


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NOTES



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NOTES



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LOGO

AB VALUE FUND

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

VAL-0151-1118 LOGO

ITEM 2.

CODE OF ETHICS.

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no material amendments were made to the provisions of the code of ethics adopted in 2(a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Directors has determined that independent directors Garry L. Moody, William H. Foulk, Jr. and Marshall C. Turner, Jr. qualify as audit committee financial experts.

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) - (c) The following table sets forth the aggregate fees billed by the independent registered public accounting firm Ernst & Young LLP, for the Fund’s last two fiscal years for professional services rendered for: (i) the audit of the Fund’s annual financial statements included in the Fund’s annual report to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (i), which include advice and education related to accounting and auditing issues and quarterly press release review (for those Funds which issue press releases), and preferred stock maintenance testing (for those Funds that issue preferred stock); and (iii) tax compliance, tax advice and tax return preparation.


	Audit Fees				Audit-Related Fees		Tax Fees
AB International Value Fund		2017	$	43,383	$	36	$	28,120
		2018	$	43,383	$	0	$	25,924
AB Discovery Value Fund		2017	$	38,527	$	352	$	25,249
		2018	$	38,527	$	2	$	26,411
AB Value Fund		2017	$	33,832	$	53	$	19,411
		2018	$	33,832	$	1	$	22,901

(d) Not applicable.

(e) (1) Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Fund’s Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to the Fund by the Fund’s independent registered public accounting firm. The Fund’s Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund.

(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table under Item 4 (a) – (c) are for services pre-approved by the Fund’s Audit Committee.

(f) Not applicable.

(g) The following table sets forth the aggregate non-audit services provided to the Fund, the Fund’s Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund:


		All Fees for Non-Audit Services Provided to the Portfolio, the Adviser and Service Affiliates		Total Amount of Foregoing Column Pre- approved by the Audit Committee (Portion Comprised of Audit Related Fees) (Portion Comprised of Tax Fees)
AB International Value Fund	2017	$	751,271	$	28,156
				$	(36	)
				$	(28,120	)
	2018	$	840,596	$	25,924
				$	(0	)
				$	(25,924	)
AB Discovery Value Fund	2017	$	748,716	$	25,601
				$	(352	)
				$	(25,249	)
	2018	$	841,084	$	26,413
				$	(2	)
				$	(26,411	)
AB Value Fund	2017	$	742,579	$	19,464
				$	(53	)
				$	(19,411	)
	2018	$	837,573	$	22,902
				$	(1	)
				$	(22,901	)

(h) The Audit Committee of the Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor’s independence.

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6.

SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11.

CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3 (c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12.

EXHIBITS.

The following exhibits are attached to this Form N-CSR:


EXHIBIT NO.		DESCRIPTION OF EXHIBIT

12 (a) (1)		Code of Ethics that is subject to the disclosure of Item 2 hereof

12 (b) (1)		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12 (b) (2)		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12 (c)		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AB Trust


By:		/s/ Robert M. Keith
		Robert M. Keith
		President

Date:		January 29, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ Robert M. Keith
		Robert M. Keith
		President

Date:		January 29, 2019

By:		/s/ Joseph J. Mantineo
		Joseph J. Mantineo
		Treasurer and Chief Financial Officer

Date:		January 29, 2019