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COHEN & STEERS, INC. - Quarter Report: 2022 September (Form 10-Q)


________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from              to       
   
Commission File Number: 001-32236 
 ________________
COHEN & STEERS, INC.
(Exact Name of Registrant as Specified in its Charter)
 ________________ 
Delaware14-1904657
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
280 Park Avenue, New York, NY 10017
(Address of Principal Executive Offices and Zip Code)
(212) 832-3232
(Registrant's Telephone Number, Including Area Code)
  ________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueCNSNew York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
The number of shares of the registrant's common stock, par value $0.01 per share, outstanding as of October 31, 2022 was 48,706,340.



COHEN & STEERS, INC. AND SUBSIDIARIES
Form 10-Q
Index
  Page
Part I.Financial Information
Item 1.
Item 2.
Item 3.
Item 4.
Part II.Other Information *
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.
* Items other than those listed above have been omitted because they are not applicable.




Forward-Looking Statements
This report and other documents filed by us contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect management's current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these forward-looking statements. We believe that these factors include, but are not limited to, the risks described in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2021 (the Form 10-K), which is accessible on the Securities and Exchange Commission's website at www.sec.gov and on our website at www.cohenandsteers.com. These factors are not exhaustive and should be read in conjunction with the other cautionary statements that are included in this report, the Form 10-K and our other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.




PART I—Financial Information

Item 1. Financial Statements
COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(in thousands, except share data)
September 30,
2022
December 31, 2021
Assets:
Cash and cash equivalents$161,957 $184,373 
Investments ($122,308 and $127,912) (1)
201,712 154,654 
Accounts receivable78,844 84,090 
Due from brokers ($1,272 and $1,340) (1)
2,930 3,567 
Property and equipment—net8,621 8,938 
Operating lease right-of-use assets—net14,016 22,009 
Goodwill and intangible assets—net18,240 19,696 
Other assets ($406 and $1,589) (1)
20,012 15,360 
Total assets$506,332 $492,687 
Liabilities:
Accrued compensation and benefits$62,371 $79,167 
Distribution and service fees payable9,724 10,183 
Operating lease liabilities15,623 24,525 
Income tax payable7,497 22,611 
Due to brokers ($1,315 and $926) (1)
4,460 927 
Other liabilities and accrued expenses ($748 and $689) (1)
13,497 10,948 
Total liabilities113,172 148,361 
Commitments and contingencies (See Note 11)
Redeemable noncontrolling interests77,530 89,143 
Stockholders' equity:
Common stock, $0.01 par value; 500,000,000 shares authorized; 55,018,253 and 54,267,309 shares issued at September 30, 2022 and December 31, 2021, respectively
550 543 
Additional paid-in capital755,487 715,847 
Accumulated deficit(176,235)(231,967)
Accumulated other comprehensive loss(14,947)(5,886)
Treasury stock, at cost, 6,314,661 and 5,997,239 shares at September 30, 2022 and December 31, 2021, respectively
(249,225)(223,354)
Total stockholders' equity315,630 255,183 
Total liabilities, redeemable noncontrolling interests and stockholders' equity$506,332 $492,687 
_________________________
(1)    Asset and liability amounts in parentheses represent the aggregated balances at September 30, 2022 and December 31, 2021 attributable to variable interest entities consolidated by the Company. Refer to Note 4, Investments for further discussion.


See notes to condensed consolidated financial statements
1


COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except per share data)
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2022202120222021
Revenue:
Investment advisory and administration fees$130,885 $143,638 $412,209 $394,907 
Distribution and service fees8,557 9,900 27,431 27,371 
Other509 649 1,931 1,925 
Total revenue139,951 154,187 441,571 424,203 
Expenses:
Employee compensation and benefits51,669 53,092 160,269 152,095 
Distribution and service fees16,418 19,906 68,605 55,260 
General and administrative13,548 11,981 40,296 33,821 
Depreciation and amortization1,135 977 3,235 3,161 
Total expenses82,770 85,956 272,405 244,337 
Operating income57,181 68,231 169,166 179,866 
Non-operating income (loss):
Interest and dividend income—net1,541 719 4,326 2,172 
Gain (loss) from investments—net(5,920)(418)(30,926)11,919 
Foreign currency gain (loss)—net2,405 945 4,734 644 
Total non-operating income (loss)(1,974)1,246 (21,866)14,735 
Income before provision for income taxes55,207 69,477 147,300 194,601 
Provision for income taxes15,593 18,090 34,696 38,378 
Net income39,614 51,387 112,604 156,223 
Net (income) loss attributable to redeemable noncontrolling interests4,956 96 25,940 (9,309)
Net income attributable to common stockholders$44,570 $51,483 $138,544 $146,914 
Earnings per share attributable to common stockholders:
Basic$0.91 $1.06 $2.84 $3.04 
Diluted$0.90 $1.05 $2.81 $3.00 
Weighted average shares outstanding:
Basic48,815 48,386 48,765 48,273 
Diluted49,317 49,262 49,287 48,976 
















See notes to condensed consolidated financial statements
2


COHEN & STEERS, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in thousands)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
Net income$39,614 $51,387 $112,604 $156,223 
Net (income) loss attributable to redeemable noncontrolling interests4,956 96 25,940 (9,309)
Net income attributable to common stockholders44,570 51,483 138,544 146,914 
Other comprehensive income (loss):
Foreign currency translation gain (loss)(3,896)(1,456)(9,061)(1,852)
Total comprehensive income attributable to common stockholders$40,674 $50,027 $129,483 $145,062 





























See notes to condensed consolidated financial statements
3


COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND
REDEEMABLE NONCONTROLLING INTERESTS (Unaudited)
(in thousands, except per share data)
Three Months Ended September 30, 2022
Common
Stock
Additional
Paid-In
Capital
Accumulated DeficitAccumulated Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
Stockholders'
Equity
Redeemable
Noncontrolling
Interests
July 1, 2022$550 $742,144 $(193,146)$(11,051)$(249,112)$289,385 $185,998 
Dividends ($0.55 per share)
— — (27,659)— — (27,659)— 
Issuance of common stock— 237 — — — 237 — 
Repurchase of common stock— — — — (113)(113)— 
Issuance of restricted stock units—net— 1,396 — — — 1,396 — 
Amortization of restricted stock units—net— 11,710 — — — 11,710 — 
Net income (loss)— — 44,570 — — 44,570 (4,956)
Other comprehensive income (loss)— — — (3,896)— (3,896)— 
Net contributions (distributions) attributable to redeemable noncontrolling interests— — — — — — 16,785 
Net consolidation (deconsolidation) of investment vehicles— — — — — — (120,297)
September 30, 2022
$550 $755,487 $(176,235)$(14,947)$(249,225)$315,630 $77,530 
Three Months Ended September 30, 2021
Common
Stock
Additional
Paid-In
Capital
Accumulated DeficitAccumulated Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
Stockholders'
Equity
Redeemable
Noncontrolling
Interests
July 1, 2021$542 $692,719 $(240,744)$(4,530)$(222,099)$225,888 $66,081 
Dividends ($0.45 per share)
— — (22,415)— — (22,415)— 
Issuance of common stock— 267 — — — 267 — 
Repurchase of common stock— — — — (30)(30)— 
Issuance of restricted stock units—net— 1,321 — — — 1,321 — 
Amortization of restricted stock units—net— 9,483 — — — 9,483 — 
Net income (loss)— — 51,483 — 51,483 (96)
Other comprehensive income (loss)— — — (1,456)— (1,456)— 
Net contributions (distributions) attributable to redeemable noncontrolling interests— — — — — — 47 
September 30, 2021
$542 $703,790 $(211,676)$(5,986)$(222,129)$264,541 $66,032 

See notes to condensed consolidated financial statements
4


COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND
REDEEMABLE NONCONTROLLING INTERESTS (Unaudited)—(Continued)
(in thousands, except per share data)
Nine Months Ended September 30, 2022
Common
Stock
Additional
Paid-In
Capital
Accumulated DeficitAccumulated Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
Stockholders'
Equity
Redeemable
Noncontrolling
Interests
January 1, 2022$543 $715,847 $(231,967)$(5,886)$(223,354)$255,183 $89,143 
Dividends ($1.65 per share)
— — (82,812)— — (82,812)— 
Issuance of common stock1,030 — — — 1,037 — 
Repurchase of common stock— — — — (25,871)(25,871)— 
Issuance of restricted stock units—net— 4,037 — — — 4,037 — 
Amortization of restricted stock units—net— 34,573 — — — 34,573 — 
Net income (loss)— — 138,544 — — 138,544 (25,940)
Other comprehensive income (loss)— — — (9,061)— (9,061)— 
Net contributions (distributions) attributable to redeemable noncontrolling interests— — — — — — 134,624 
Net consolidation (deconsolidation) of investment vehicles— — — — — — (120,297)
September 30, 2022
$550 $755,487 $(176,235)$(14,947)$(249,225)$315,630 $77,530 
Nine Months Ended September 30, 2021
Common
Stock
Additional
Paid-In
Capital
Accumulated DeficitAccumulated Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
Stockholders'
Equity
Redeemable
Noncontrolling
Interests
January 1, 2021$535 $670,142 $(291,542)$(4,134)$(200,762)$174,239 $50,665 
Dividends ($1.35 per share)
— — (67,048)— — (67,048)— 
Issuance of common stock1,001 — — — 1,008 — 
Repurchase of common stock— — — — (21,367)(21,367)— 
Issuance of restricted stock units—net— 3,754 — — — 3,754 — 
Amortization of restricted stock units—net— 28,893 — — — 28,893 — 
Net income (loss)— — 146,914 — — 146,914 9,309 
Other comprehensive income (loss)— — — (1,852)— (1,852)— 
Net contributions (distributions) attributable to redeemable noncontrolling interests— — — — — — 6,058 
September 30, 2021
$542 $703,790 $(211,676)$(5,986)$(222,129)$264,541 $66,032 
See notes to condensed consolidated financial statements
5


COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
 Nine Months Ended
September 30,
 20222021
Cash flows from operating activities:
Net income$112,604 $156,223 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation expense—net36,462 30,993 
Depreciation and amortization4,145 4,331 
Amortization of right-of-use assets8,139 7,715 
(Gain) loss from investments—net30,926 (11,919)
Deferred income taxes(1,445)1,813 
Foreign currency (gain) loss2,774 2,445 
Changes in operating assets and liabilities:
Accounts receivable2,472 (21,907)
Due from brokers(2,446)1,970 
Investments within consolidated investment vehicles(162,936)(9,784)
Other assets3,892 (1,317)
Accrued compensation and benefits(16,796)7,844 
Distribution and service fees payable (459)3,523 
Operating lease liabilities(9,048)(8,621)
Due to brokers7,441 2,056 
Income tax payable(14,797)8,447 
Other liabilities and accrued expenses2,719 (2,846)
Net cash provided by (used in) operating activities3,647 170,966 
Cash flows from investing activities:
Purchases of investments(132,491)(44,399)
Proceeds from sales and maturities of investments90,530 83,547 
Purchases of property and equipment(2,948)(1,880)
Net cash provided by (used in) investing activities(44,909)37,268 
Cash flows from financing activities:
Issuance of common stock—net881 856 
Repurchase of common stock(25,871)(21,367)
Dividends to stockholders(80,508)(65,224)
Net contributions (distributions) from redeemable noncontrolling interests134,624 6,058 
Net cash provided by (used in) financing activities29,126 (79,677)
Net increase (decrease) in cash and cash equivalents(12,136)128,557 
Effect of foreign exchange rate changes on cash and cash equivalents(7,979)(1,317)
Cash and cash equivalents, beginning of the period185,356 41,232 
Cash and cash equivalents, end of the period$165,241 $168,472 

See notes to condensed consolidated financial statements
6


COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
(UNAUDITED)
 
Supplemental disclosures of cash flow information:
The following table provides a reconciliation of cash and cash equivalents reported within the condensed consolidated statements of financial condition to the cash and cash equivalents reported within the condensed consolidated statements of cash flows above:
Nine Months Ended
September 30,
(in thousands)20222021
Cash and cash equivalents
$161,957 $168,472 
Cash included in investments (1)
3,284 — 
Total cash and cash equivalents within condensed consolidated statements of cash flows
$165,241 $168,472 
________________________
(1)    Cash included in investments represents operating cash held in a consolidated investment vehicle.
During the nine months ended September 30, 2022 and 2021, the Company paid taxes of $50.9 million and $28.1 million, respectively.
Supplemental disclosures of non-cash investing and financing activities:
In connection with its stock incentive plan, the Company issued dividend equivalents in the form of restricted stock units, net of forfeitures, in the amount of $2.3 million and $1.8 million for the nine months ended September 30, 2022 and 2021, respectively. These amounts are included in the issuance of restricted stock units—net and in dividends in the condensed consolidated statements of changes in stockholders' equity.
Effective August 1, 2022, the Company's proportionate ownership interest in a variable interest entity, the Cohen & Steers SICAV Diversified Real Assets Fund (SICAV RAP), fell below 10% and the Company deconsolidated the assets and liabilities of SICAV RAP resulting in a non-cash reduction of $120.3 million from both investments and redeemable noncontrolling interests.
7


COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. Organization and Description of Business

Cohen & Steers, Inc. (CNS) was organized as a Delaware corporation on March 17, 2004. CNS is the holding company for its direct and indirect subsidiaries, including Cohen & Steers Capital Management, Inc. (CSCM), Cohen & Steers Securities, LLC (CSS), Cohen & Steers UK Limited (CSUK), Cohen & Steers Ireland Limited (CSIL), Cohen & Steers Asia Limited (CSAL) and Cohen & Steers Japan Limited (CSJL) (collectively, the Company).
The Company is a global investment manager specializing in real assets and alternative income, including real estate, preferred securities, infrastructure, resource equities, commodities, as well as multi-strategy solutions. Founded in 1986, the Company is headquartered in New York City, with offices in London, Dublin, Hong Kong and Tokyo.

2. Basis of Presentation and Significant Accounting Policies

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements set forth herein include the accounts of CNS and its direct and indirect subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated financial statements of the Company included herein are unaudited and have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the interim results have been made. The Company's condensed consolidated financial statements and the related notes should be read together with the consolidated financial statements and the related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
Accounting Estimates—The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes the estimates used in preparing the condensed consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates.
Consolidation of Investment Vehicles—The Company's financial interests in investment vehicles, including the management fees that are received, are evaluated at inception and thereafter, if there is a reconsideration event, in order to determine whether to apply the Variable Interest Entity (VIE) model or the Voting Interest Entity (VOE) model.
A VIE is an entity in which either the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or the group of holders of the equity investment at risk lack certain characteristics of a controlling financial interest. The primary beneficiary is the entity that has the power to direct the activities of the VIE that most significantly affect its performance, and the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Subscriptions and redemptions or amendments to the governing documents of the respective entities could affect an entity's status as a VIE or the determination of the primary beneficiary. Limited partnerships and similar entities are determined to be a VIE when the Company is the general partner and the limited partners do not hold substantive kick-out or participation rights. The Company assesses whether it is the primary beneficiary of any VIEs identified by evaluating its economic interests in the entity held either directly by the Company and its affiliates or indirectly through employees. VIEs for which the Company is deemed to be the primary beneficiary are consolidated.
Investments that are determined to be VOEs are consolidated when the Company’s ownership interest is greater than 50% of the outstanding voting interests of the vehicle.
The Company records noncontrolling interests in consolidated investment vehicles for which the Company’s ownership is less than 100%.
8



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
Cash and Cash Equivalents—Cash and cash equivalents are on deposit with several highly rated financial institutions and include short-term, highly liquid investments, which are readily convertible into cash and have original maturities of three months or less.
Due from/to Brokers—The Company, including the consolidated investment vehicles, may transact with brokers for certain investment activities. The clearing and custody operations for these investment activities are performed pursuant to contractual agreements. The due from/to brokers balances represent cash and/or cash collateral balances at brokers/custodians and/or receivables and payables for unsettled securities transactions with brokers/custodians.
Investments—Management of the Company determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination no less than on a quarterly basis. The Company's investments are categorized as follows:
Equity investments at fair value are comprised of corporate investments and investments held within the consolidated investment vehicles, which generally represent common stocks, limited partnership interests, master limited partnership interests, preferred securities and other seed investments.
Trading investments are comprised of corporate investments and investments held within the consolidated investment vehicles, which generally represent U.S. Treasury securities and investment-grade corporate debt securities.
Equity method investments, which generally represent seed investments in investment vehicles for which the Company is able to exercise significant influence but not control over the investment. When using the equity method, the Company recognizes its respective share of net income or loss for the period which is recorded in gain (loss) from investments—net in the Company's condensed consolidated statements of operations.
Realized and unrealized gains and losses on equity investments at fair value, trading investments and equity method investments are recorded in gain (loss) from investments—net in the Company's condensed consolidated statements of operations.
From time to time, the Company, including the consolidated investment vehicles, may enter into derivative contracts, including options, futures and swaps contracts, to gain exposure to the underlying commodities markets or to economically hedge market risk of the underlying portfolios. Gains and losses on derivative contracts are recorded in gain (loss) from investments—net in the Company's condensed consolidated statements of operations. The fair values of these instruments are recorded in other assets or other liabilities and accrued expenses on the Company's condensed consolidated statements of financial condition.
Additionally, from time to time, the Company, including the consolidated investment vehicles, may enter into forward foreign exchange contracts to economically hedge currency exposure. These instruments are measured at fair value based on the prevailing forward exchange rate with gains and losses recorded in foreign currency gain (loss)—net in the Company’s condensed consolidated statements of operations. The fair values of these contracts are recorded in other assets or other liabilities and accrued expenses on the Company’s condensed consolidated statements of financial condition.
Leases—The Company determines if an arrangement is a lease at inception. The Company has operating leases for corporate offices and certain information technology equipment which are included in operating lease right-of-use (ROU) assets and operating lease liabilities on the Company’s condensed consolidated statements of financial condition.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent obligations to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the net present value of lease payments over the life of the lease. The majority of the Company’s lease agreements do not provide an implicit rate. As a result, the Company used its estimated incremental borrowing rate based on the information available as of lease commencement dates in determining the present value of lease payments. The operating lease ROU assets reflect any upfront lease payments made as well as lease incentives received. The lease terms may include options to extend or terminate the lease and these are factored into the determination of the ROU asset and lease liability at lease inception when and if it is reasonably certain that the Company will exercise that option. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term.
9



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
The Company has certain lease agreements with non-lease components such as maintenance and executory costs, which are accounted for separately and not included in ROU assets.
ROU assets are tested for impairment whenever changes in facts or circumstances indicate that the carrying amount of an asset may not be recoverable. Modification of a lease term would result in remeasurement of the lease liability and a corresponding adjustment to the ROU assets.
Redeemable Noncontrolling Interests—Redeemable noncontrolling interests represent third-party interests in the consolidated investment vehicles. These interests are redeemable at the option of the investors and therefore are not treated as permanent equity. Redeemable noncontrolling interests are recorded at fair value which approximates the redemption value at each reporting period.
Investment Advisory and Administration Fees—The Company earns revenue by providing asset management services to institutional accounts, open-end and closed-end funds as well as model-based portfolios. Investment advisory fees are earned pursuant to the terms of investment management agreements and are generally based on a contractual fee rate applied to the average assets under management. The Company also earns administration fees from certain open-end and closed-end funds pursuant to the terms of underlying administration contracts. Administration fees are based on the average daily assets under management of such funds. Investment advisory and administration fee revenue is recognized when earned and is recorded net of any fund reimbursements. The investment advisory and administration contracts each include a single performance obligation as the services provided are not separately identifiable and are accounted for as a series satisfied over time using a time-based method (days elapsed). Additionally, investment advisory and administration fees represent variable consideration, as fees are based on average assets under management which fluctuate daily.
In certain instances, the Company may earn performance fees when specified performance hurdles are met during the performance period. Performance fees are forms of variable consideration and are not recognized until it becomes probable that there will not be a significant reversal of the cumulative revenue recognized.
Distribution and Service Fee Revenue—Distribution and service fee revenue is based on the average daily net assets of certain share classes of open-end funds distributed by CSS. Distribution and service fee revenue is earned daily and is recorded gross of any third-party distribution and service fee expense for applicable share classes.
Distribution fee agreements include a single performance obligation that is satisfied at a point in time when an investor purchases shares in an open-end fund. For all periods presented, a portion of the distribution fee revenue recognized in the period may relate to performance obligations satisfied (or partially satisfied) in prior periods. Service fee agreements include a single performance obligation as the services provided are not separately identifiable and are accounted for as a series satisfied over time using a time-based method (days elapsed). Additionally, distribution and service fees represent variable consideration, as fees are based on average assets under management which fluctuate daily.
Distribution and Service Fee Expense—Distribution and service fee expense includes distribution fees, shareholder servicing fees and intermediary assistance payments.
Distribution fees represent payments made to qualified intermediaries for assistance in connection with the distribution of certain open-end funds' shares and for other expenses such as advertising, printing and distribution of prospectuses to investors. Such amounts may also be used to pay financial intermediaries for services as specified in the terms of written agreements complying with Rule 12b-1 of the Investment Company Act of 1940. Distribution fees are based on average daily net assets under management of certain share classes of certain of the funds.
Shareholder servicing fees represent payments made to qualified intermediaries for shareholder account service and maintenance. These services are provided pursuant to written agreements with such qualified institutions. Shareholder servicing fees are generally based on average daily net assets under management.
Intermediary assistance payments represent payments to qualified intermediaries for activities related to distribution, shareholder servicing as well as marketing and support of certain open-end funds and are incremental to those described above. Intermediary assistance payments are generally based on average daily net assets under management.
Stock-based Compensation—The Company recognizes compensation expense for the grant-date fair value of restricted stock unit awards to certain employees. This expense is recognized over the period during which employees are required to
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COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
provide service. Forfeitures are recorded as incurred. Any change to the key terms of an employee’s award subsequent to the grant date is evaluated and, if necessary, accounted for as a modification. If the modification results in the remeasurement of the fair value of the award, the remeasured compensation cost is recognized over the remaining service period.
Income Taxes—The Company records the current and deferred tax consequences of all transactions that have been recognized in the condensed consolidated financial statements in accordance with the provisions of the enacted tax laws. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years at tax rates that are expected to apply in those years. Deferred tax liabilities are recognized for temporary differences that will result in taxable income in future years at tax rates that are expected to apply in those years. The Company records a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized. The effective tax rate for interim periods is based on the Company's best estimate of the effective tax rate expected to be applied
to the full fiscal year adjusted for discrete tax items during the period.
The calculation of tax liabilities involves uncertainties in the application of complex tax laws and regulations across the Company's global operations. A tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, on the basis of the technical merits. The Company records potential interest and penalties related to uncertain tax positions in the provision for income taxes in the condensed consolidated statements of operations.
Currency Translation and Transactions—Assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the applicable condensed consolidated statement of financial condition date. Revenue and expenses of such subsidiaries are translated at average exchange rates during the period. The gains or losses resulting from translating non-U.S. dollar functional currency into U.S. dollars are included in the Company's condensed consolidated statements of comprehensive income. Gains or losses resulting from transactions denominated in currencies other than the U.S. dollar within certain foreign subsidiaries and gains and losses arising on revaluation of U.S. dollar-denominated assets and liabilities held by certain foreign subsidiaries are included in foreign currency gain (loss)—net in the Company’s condensed consolidated statements of operations.
The cumulative translation adjustment was $(14.9) million and $(5.9) million at September 30, 2022 and December 31, 2021, respectively, and was reported within accumulated other comprehensive income (loss) on the condensed consolidated statements of financial condition.
Comprehensive Income—The Company reports all changes in comprehensive income in the condensed consolidated statements of comprehensive income. Comprehensive income generally includes net income or loss attributable to common stockholders and amounts attributable to foreign currency translation gain (loss).
Recently Issued Accounting Pronouncements—In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The standard clarifies that contractual sale restrictions are not considered in measuring the fair value of equity securities, which would be a change in practice for certain entities. The ASU also indicates that a contractual sale restriction is not a separate unit of account, and requires new disclosures for all entities with equity securities subject to a contractual sale restriction. This new guidance will be effective on January 1, 2024. The Company does not expect that the adoption of this new standard will have a material effect on the Company's condensed consolidated financial statements and related disclosures.


11



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
3. Revenue

The following tables summarize revenue recognized from contracts with customers by client domicile and by investment vehicle:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2022202120222021
Client domicile:
North America$122,944 $134,243 $387,572 $368,685 
Japan8,824 9,960 27,610 28,021 
Europe, Middle East and Africa4,986 6,593 16,344 17,869 
Asia Pacific excluding Japan3,197 3,391 10,045 9,628 
Total$139,951 $154,187 $441,571 $424,203 

Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2022202120222021
Investment vehicle:
Open-end funds$80,500 $88,026 $256,246 $237,082 
Institutional accounts32,500 38,039 103,612 106,407 
Closed-end funds26,951 28,122 81,713 80,714 
Total$139,951 $154,187 $441,571 $424,203 

4. Investments

The following table summarizes the Company's investments:
(in thousands)September 30, 2022December 31, 2021
Equity investments at fair value$143,963 $130,930 
Trading57,729 23,711 
Equity method20 13 
Total investments$201,712 $154,654 

The following table summarizes gain (loss) from investments—net:
 Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2022202120222021
Net realized gains (losses) during the period
$(653)$2,274 $10,192 $6,730 
Net unrealized gains (losses) during the period on investments
still held at the end of the period
(5,267)(2,692)(41,118)5,189 
Gain (loss) from investments—net (1)
$(5,920)$(418)$(30,926)$11,919 
________________________
(1)Included gain (loss) on derivative contracts, which are utilized to hedge a portion of the market risk of the Company's seed investments.
At September 30, 2022, the Company's consolidated VIEs included the Cohen & Steers SICAV Global Listed Infrastructure Fund (GLI SICAV), the Cohen & Steers SICAV Global Real Estate Fund (SICAV GRE), the Cohen & Steers Co-Investment Partnership, L.P. (GRP-CIP) and the Cohen & Steers Real Estate Opportunities Fund, L.P. (REOF). During the nine months ended September 30, 2022, SICAV RAP was deconsolidated. At December 31, 2021, the Company's consolidated VIEs included GLI SICAV, SICAV GRE, SICAV RAP, GRP-CIP and REOF.
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COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
The following tables summarize the condensed consolidated statements of financial condition attributable to the Company's consolidated VIEs:
(in thousands)September 30, 2022
GLI SICAVSICAV GREGRP-CIPREOFTotal
Assets (1)
Investments
$31,891 $69,631 $150 $20,636 $122,308 
Due from brokers
523 717 32 — 1,272 
Other assets
95 260 — 51 406 
Total assets32,509 70,608 182 20,687 123,986 
Liabilities (1)
Due to brokers
$835 $480 $— $— $1,315 
Other liabilities and accrued
expenses
58 170 515 748 
Total liabilities893 650 515 2,063 
Net assets$31,616 $69,958 $177 $20,172 $121,923 
Attributable to the Company$17,576 $10,832 $177 $15,808 $44,393 
Attributable to redeemable non-controlling interests14,040 59,126 — 4,364 77,530 
Net assets$31,616 $69,958 $177 $20,172 $121,923 
_________________________
(1)    The assets may only be used to settle obligations of each VIE and the liabilities are the sole obligation of each VIE, for which creditors do not have recourse to the general credit of the Company.
December 31, 2021
(in thousands)GLI SICAVSICAV GRESICAV RAPGRP-CIPREOFTotal
Assets (1)
Investments
$8,266 $57,354 $59,493 $150 $2,649 $127,912 
Due from brokers
— 1,107 86 147 — 1,340 
Other assets
42 214 740 — 593 1,589 
Total assets8,308 58,675 60,319 297 3,242 130,841 
Liabilities (1)
Due to brokers
$— $347 $579 $— $— $926 
Other liabilities and accrued
expenses
35 126 108 415 689 
Total liabilities35 473 687 415 1,615 
Net assets$8,273 $58,202 $59,632 $292 $2,827 $129,226 
Attributable to the Company$8,261 $15,355 $13,348 $292 $2,827 $40,083 
Attributable to redeemable non-controlling interests12 42,847 46,284 — — 89,143 
Net assets$8,273 $58,202 $59,632 $292 $2,827 $129,226 
_________________________
(1)    The assets may only be used to settle obligations of each VIE and the liabilities are the sole obligation of each VIE, for which creditors do not have recourse to the general credit of the Company.

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COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
5. Fair Value

Accounting Standards Codification Topic 820, Fair Value Measurement (ASC 820) specifies a hierarchy of valuation classifications based on whether the inputs to the valuation techniques used in each valuation classification are observable or unobservable. These classifications are summarized in the three broad levels listed below:
Level 1—Unadjusted quoted prices for identical instruments in active markets.
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable.
Level 3—Valuations derived from valuation techniques in which significant inputs or significant value drivers are unobservable.
Inputs used to measure fair value might fall in different levels of the fair value hierarchy, in which case the Company defaults to the lowest level input that is significant to the fair value measurement in its entirety. These levels are not necessarily an indication of the risk or liquidity associated with the investments.
The following tables present fair value measurements:
September 30, 2022
(in thousands)Level 1Level 2Level 3
Investments
Measured at
NAV (1)
Total
Cash equivalents$91,901 $— $— $— $91,901 
Equity investments at fair value:
Common stocks$127,672 $768 $— $— $128,440 
Company-sponsored funds191 — — — 191 
Limited partnership interests— — 12,610 1,357 13,967 
Master limited partnership interests410 — — — 410 
Preferred securities814 11 — — 825 
Other— — — 130 130 
Total$129,087 $779 $12,610 $1,487 $143,963 
Trading investments:
Fixed income$— $57,729 $— $— $57,729 
Equity method investments$— $— $— $20 $20 
Total investments$129,087 $58,508 $12,610 $1,507 $201,712 
Derivatives - assets:
Total return swaps - commodities$— $75 $— $— $75 
Total return swaps - equities— 3,067 — — 3,067 
Forward contracts - foreign exchange— 1,439 — — 1,439 
Total$— $4,581 $— $— $4,581 
Derivatives - liabilities:
Total return swaps - commodities$— $116 $— $— $116 
Forward contracts - foreign exchange— — — 
Total$— $120 $— $— $120 
________________________
(1)    Comprised of certain investments measured at fair value using net asset value (NAV) as a practical expedient.
14



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
December 31, 2021
(in thousands)Level 1Level 2Level 3
Investments
Measured at
NAV (1)
Total
Cash equivalents$104,591 $— $— $— $104,591 
Equity investments at fair value:
Common stocks$126,301 $116 $— $— $126,417 
Limited partnership interests— — — 1,816 1,816 
Master limited partnership interests986 — — — 986 
Preferred securities1,465 — — — 1,465 
Other103 — — 143 246 
Total$128,855 $116 $— $1,959 $130,930 
Trading investments:
Fixed income$— $23,711 $— $— $23,711 
Equity method investments$— $— $— $13 $13 
Total investments$128,855 $23,827 $— $1,972 $154,654 
Derivatives - assets:
Total return swaps - commodities (2)
$— $481 $— $— $481 
Forward contracts - foreign exchange— 209 — — 209 
Total$— $690 $— $— $690 
Derivatives - liabilities:
Total return swaps - commodities$— $17 $— $— $17 
Total return swaps - equities— 867 — — 867 
Forward contracts - foreign exchange— — — 
Total$— $887 $— $— $887 
________________________
(1)    Comprised of certain investments measured at fair value using NAV as a practical expedient.
(2)    Included total return swaps - commodities held by consolidated investment vehicles.
Equity investments at fair value classified as Level 2 were comprised of common stocks for which quoted prices in active markets are not available. Fair values for the common stocks classified as Level 2 were generally based on quoted prices for similar instruments in active markets.
Equity investments at fair value classified as Level 3 as of September 30, 2022 were comprised of a limited partnership interest in a joint venture that holds an investment in private real estate.
Trading investments classified as Level 2 were comprised of U.S. Treasury securities and corporate debt securities. Fair values were generally determined using third-party pricing services. The pricing services may utilize evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information.
Investments measured at NAV were comprised of certain investments measured at fair value using NAV (or its equivalent) as a practical expedient as follows:
Equity investments at fair value included:
limited partnership interests in private real estate funds; and
the Company's co-investment in a Cayman trust invested in global listed infrastructure securities (which is included in "Other" in the leveling table).

15



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
Equity method investments included the Company's partnership interests in Cohen & Steers Global Realty Partners III-TE, L.P. (GRP-TE) and Cohen & Steers Global Listed Infrastructure Fund L.P. (LPGI). GRP-TE invests in non-registered real estate funds and LPGI invests in global infrastructure securities. The Company's ownership interest in GRP-TE was approximately 0.2% and 0.01% at September 30, 2022 and December 31, 2021, respectively. The Company's ownership interest in LPGI was approximately 0.01% at September 30, 2022 and no ownership at December 31, 2021.
At September 30, 2022 and December 31, 2021, the Company did not have the ability to redeem its limited partnership interests in private real estate funds or its interest in GRP-TE. There were no contractual restrictions on the Company's ability to redeem its interest in the Cayman trust or LPGI.
Investments measured at NAV as a practical expedient have not been classified in the fair value hierarchy. The amounts presented in the above tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented on the condensed consolidated statements of financial condition.
Swap contracts classified as Level 2 were valued based on the underlying futures contracts or equity indices.
Foreign currency exchange contracts classified as Level 2 were valued based on the prevailing forward exchange rate, which is an input that is observable in active markets.
The following table summarizes the changes in Level 3 investments measured at fair value on a recurring basis:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2022202120222021
Balance at beginning of period$18,592 $— $— $— 
Purchases/contributions— — 19,380 — 
Sales/distributions(5,874)— (5,874)— 
Unrealized gains (losses)(108)— (896)— 
Balance at end of period$12,610 $— $12,610 $— 
Unrealized gains (losses) and realized gains (losses), if any, in the above table were recorded in gain (loss) from investments—net in the Company's condensed consolidated statements of operations.
Valuation Techniques
In certain instances, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable broker-dealers or independent pricing services. In determining the value of a particular investment, independent pricing services may use information with respect to transactions in such investments, broker quotes, pricing matrices, market transactions in comparable investments and various relationships between investments. As part of its independent price verification process, the Company generally performs reviews of valuations provided by broker-dealers or independent pricing services. Investments in funds are valued at their closing price or NAV (or its equivalent) as a practical expedient.
In the absence of observable market prices, the Company values its investments using valuation methodologies applied on a consistent basis. For some investments, little market activity may exist; management's determination of fair value is then based on the best information available in the circumstances, and may incorporate management's own assumptions and involve a significant degree of judgment, taking into consideration a combination of internal and external factors. Such investments are valued no less than on a quarterly basis, taking into consideration any changes in key inputs and changes in economic and other relevant conditions, and valuation models are updated accordingly. Additionally, the Company has retained an independent valuation services firm to assist in the determination of the fair value of certain private real estate investments. The Company has established a valuation committee, comprised of senior members from various departments within the Company, to administer, implement and oversee the valuation policies and procedures.

16



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

The following table summarizes the valuation techniques and significant unobservable inputs approved by the Valuation Committee for Level 3 investments measured at fair value on a recurring basis:
Fair Value
(in thousands)
Valuation TechniqueUnobservable InputsValue
Limited partnership interests
$12,610
Discounted cash flow Discount rate
Terminal capitalization rate
8.25%
7.25%
Changes in the significant unobservable inputs in the above tables may result in a materially higher or lower fair value measurement.

6. Derivatives

The following tables summarize the notional amount and fair value of the outstanding derivative financial instruments, none of which were designated in a formal hedging relationship:
As of September 30, 2022
Notional Amount
Fair Value (1)
(in thousands)LongShortAssetsLiabilities
Corporate derivatives:
Total return swaps - commodities$2,247 $1,939 $75 $116 
Total return swaps - equities— 28,327 3,067 — 
Forward contracts - foreign exchange— 16,599 1,439 
Total corporate derivatives$2,247 $46,865 $4,581 $120 
As of December 31, 2021
Notional Amount
Fair Value (1)
(in thousands)LongShortAssetsLiabilities
Corporate derivatives:
Total return swaps - commodities$2,549 $3,810 $94 $17 
Total return swaps - equities— 22,899 — 867 
Forward contracts - foreign exchange— 11,969 209 
Total corporate derivatives$2,549 $38,678 $303 $887 
Derivatives held by consolidated investment vehicles:
Total return swaps - commodities10,931 — 387 — 
Total$13,480 $38,678 $690 $887 
________________________
(1)    The fair value of derivative financial instruments is recorded in other assets and other liabilities and accrued expenses on the Company's condensed consolidated statements of financial condition.
The Company's corporate derivatives include:
Total return equity and commodity swap contracts which are utilized to economically hedge a portion of the market risk of certain seed investments and to gain exposure in the commodities market for the purpose of establishing a performance track record; and
Forward foreign exchange contracts which are utilized to economically hedge currency exposure arising from certain non-U.S. dollar investment advisory fees.
At December 31, 2021, non-corporate derivatives were comprised of commodity swap contracts that were utilized by certain of the consolidated investment vehicles to gain exposure in the commodities market as part of the vehicles' investment strategies.
17



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
For corporate derivatives, cash included in due from brokers on the condensed consolidated statements of financial condition of $1.5 million and $2.2 million at September 30, 2022 and December 31, 2021, respectively, and U.S. Treasury securities included in investments of $0.2 million at December 31, 2021, were held as collateral for forward and swap contracts. At September 30, 2022, due to brokers included $3.1 million of cash collateral payable to trade counterparties.
At December 31, 2021, for non-corporate derivatives, due to brokers included $0.5 million of cash collateral payable to trade counterparties.
The following table summarizes net gains (losses) from derivative financial instruments:
 Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2022202120222021
Corporate derivatives:
Futures - commodities$— $813 $— $2,981 
Total return swaps - commodities(27)(748)(242)(2,741)
Total return swaps - equities3,044 100 6,447 (2,408)
Forward contracts - foreign exchange839 156 1,229 633 
Total corporate derivatives$3,856 $321 $7,434 $(1,535)
Derivatives held by consolidated investment vehicles:
Total return swaps - commodities828 619 3,988 1,691 
Total (1)
$4,684 $940 $11,422 $156 
________________________
(1)    Gains and losses on futures and total return swap contracts are included in gain (loss) from investments—net in the Company's condensed consolidated statements of operations. Gains and losses on forward foreign exchange contracts are included in foreign currency gain (loss)—net in the Company's condensed consolidated statements of operations.

7. Earnings Per Share

Basic earnings per share is calculated by dividing net income attributable to common stockholders by the weighted average shares outstanding. Diluted earnings per share is calculated by dividing net income attributable to common stockholders by the total weighted average shares of common stock outstanding and common stock equivalents determined using the treasury stock method. Common stock equivalents are comprised of dilutive potential shares from restricted stock unit awards and are excluded from the computation if their effect is anti-dilutive.
The following table reconciles income and share data used in the basic and diluted earnings per share computations:
 Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except per share data)2022202120222021
Net income$39,614 $51,387 $112,604 $156,223 
Net (income) loss attributable to redeemable noncontrolling interests4,956 96 25,940 (9,309)
Net income attributable to common stockholders$44,570 $51,483 $138,544 $146,914 
Basic weighted average shares outstanding48,815 48,386 48,765 48,273 
Dilutive potential shares from restricted stock units502 876 522 703 
Diluted weighted average shares outstanding49,317 49,262 49,287 48,976 
Basic earnings per share attributable to common stockholders$0.91 $1.06 $2.84 $3.04 
Diluted earnings per share attributable to common stockholders$0.90 $1.05 $2.81 $3.00 
Anti-dilutive common stock equivalents excluded from the calculation
— — 

18



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
8. Income Taxes

The provision for income taxes included U.S. federal, state, local and foreign taxes. A reconciliation of the Company’s statutory federal income tax rate and the effective income tax rate is summarized in the following table:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
U.S. statutory tax rate21.0 %21.0 %21.0 %21.0 %
State and local income taxes, net of federal benefit3.1 3.9 3.1 3.9 
Non-deductible executive compensation1.6 1.8 2.6 2.1 
Excess tax benefits related to the vesting and delivery of restricted stock units— — (3.3)(3.0)
Unrecognized tax benefit adjustments0.1 0.9 (3.6)(2.6)
Other0.1 (1.6)0.2 (0.7)
Effective income tax rate25.9 %26.0 %20.0 %20.7 %

9. Related Party Transactions

The Company is an investment adviser to, and has administration agreements with, Company-sponsored funds for which certain employees are officers and/or directors.
The following table summarizes the amount of revenue the Company earned from these affiliated funds:
 Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2022202120222021
Investment advisory and administration fees (1)
$96,187 $103,426 $301,227 $283,480 
Distribution and service fees8,557 9,900 27,431 27,371 
Total$104,744 $113,326 $328,658 $310,851 
_________________________
(1)    Investment advisory and administration fees are reflected net of fund reimbursements of $4.5 million and $4.2 million for the three months ended September 30, 2022 and 2021, respectively, and $13.1 million and $11.5 million for the nine months ended September 30, 2022 and 2021, respectively.
Included in accounts receivable at September 30, 2022 and December 31, 2021 are receivables due from Company-sponsored funds of $34.5 million and $40.8 million, respectively. Included in accounts payable at September 30, 2022 and December 31, 2021 are payables due to Company-sponsored funds of $0.8 million and $1.1 million, respectively.

10. Leases

The Company has operating leases for corporate offices and certain information technology equipment.
During August 2022, the Company entered into a lease agreement for its new corporate headquarters in New York City. The lease, which has a 16-year term, carries a commitment of $210.1 million. Lease payments of $13.0 million per year will begin in 2024, then increase to $14.0 million per year in 2029 and $15.0 million per year in 2034. The Company will recognize a right-of-use asset and lease liability when the lease commences. The lease for the Company's current corporate headquarters, also in New York City, is scheduled to expire during the first quarter of 2024.
19



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

11. Commitments and Contingencies

From time to time, the Company is involved in legal matters relating to claims arising in the ordinary course of business. There are currently no such matters pending that the Company believes could have a material adverse effect on its condensed consolidated results of operations, cash flows or financial position.
The Company has committed to invest up to $50.0 million in REOF. As of September 30, 2022, the Company had funded $17.4 million of this commitment. The timing for funding the remaining portion of the Company's commitment is determined by the fund.

12. Concentration of Credit Risk
The Company's cash and cash equivalents are principally on deposit with major financial institutions. The Company is subject to credit risk should these financial institutions be unable to fulfill their obligations.

13. Subsequent Events

The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the condensed consolidated financial statements were issued. Other than the items described below, the Company determined that there were no additional subsequent events that require disclosure and/or adjustment.
On November 3, 2022, the Company declared a quarterly dividend on its common stock in the amount of $0.55 per share. This dividend will be payable on November 29, 2022 to stockholders of record at the close of business on November 14, 2022.
20


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Set forth on the following pages is management's discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2022 and 2021. Such information should be read in conjunction with our condensed consolidated financial statements and the related notes included herein. The condensed consolidated financial statements of the Company are unaudited. When we use the terms "Cohen & Steers," the "Company," "we," "us," and "our," we mean Cohen & Steers, Inc., a Delaware corporation, and its consolidated subsidiaries.

Executive Overview
General
We are a global investment manager specializing in real assets and alternative income, including real estate, preferred securities, infrastructure, resource equities, commodities, as well as multi-strategy solutions. Founded in 1986, we are headquartered in New York City, with offices in London, Dublin, Hong Kong and Tokyo.
Our primary investment strategies include U.S. real estate, preferred securities and low duration preferred securities, global/international real estate, global listed infrastructure, real assets multi-strategy, midstream energy and MLPs, as well as global natural resource equities. Our strategies seek to achieve a variety of investment objectives for different risk profiles and are actively managed by specialist teams of investment professionals who employ fundamental-driven research and portfolio management processes. We offer our strategies through a variety of investment vehicles, including U.S. and non-U.S. registered funds and other commingled vehicles, separate accounts and subadvised portfolios.
Our distribution network encompasses two major channels, wealth and institutional. Our wealth channel includes registered investment advisers, wirehouses, independent and regional broker dealers and bank trusts. Our institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries.
Our revenue from the wealth channel is derived from investment advisory, administration, distribution and service fees from open-end and closed-end funds. Our revenue from the institutional channel is derived from fees received from our clients for managing advised and subadvised accounts. Our fees are based on contractually specified rates applied to the value of the assets we manage and, in certain cases, may include a performance-based fee. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of market appreciation and depreciation, contributions or withdrawals from investor accounts and distributions.
Inflation and the associated increase in interest rates have combined to adversely affect the total value of our assets under management, which will reduce the fees we earn. In addition, inflationary pressures have negatively impacted our expenses, particularly segments of compensation and certain operating and vendor costs.
The Russian invasion of Ukraine has impacted global financial markets, introducing new threats to global economic growth and adding to inflationary pressures. We have taken measures to ensure ongoing compliance with all applicable sanctions and guidance issued by authorities globally against certain regions, entities, or individuals. Our overall exposure to Russian and Ukrainian securities is limited and we do not expect a material impact to our financial results.
21


Assets Under Management
By Investment Vehicle
(in millions)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
Open-end Funds
Assets under management, beginning of period$41,583 $43,532 $50,911 $35,160 
Inflows4,019 4,321 13,764 13,968 
Outflows(4,751)(2,320)(14,532)(7,716)
Net inflows (outflows)(732)2,001 (768)6,252 
Market appreciation (depreciation)(3,212)336 (11,601)5,007 
Distributions(293)(276)(1,196)(826)
Total increase (decrease)(4,237)2,061 (13,565)10,433 
Assets under management, end of period$37,346 $45,593 $37,346 $45,593 
Percentage of total assets under management47.2 %46.9 %47.2 %46.9 %
Average assets under management$42,322 $45,666 $45,174 $41,288 
Institutional Accounts
Assets under management, beginning of period$34,506 $40,156 $42,727 $33,255 
Inflows1,374 1,380 4,693 5,541 
Outflows(1,251)(1,996)(5,051)(4,198)
Net inflows (outflows)123 (616)(358)1,343 
Market appreciation (depreciation)(3,527)102 (10,754)5,657 
Distributions(235)(295)(748)(908)
Total increase (decrease)(3,639)(809)(11,860)6,092 
Assets under management, end of period$30,867 $39,347 $30,867 $39,347 
Percentage of total assets under management39.0 %40.5 %39.0 %40.5 %
Average assets under management$35,396 $40,880 $37,823 $38,219 
Closed-end Funds
Assets under management, beginning of period$11,773 $12,537 $12,991 $11,493 
Inflows11 18 567 186 
Outflows— (119)— (119)
Net inflows (outflows)11 (101)567 67 
Market appreciation (depreciation)(647)31 (2,121)1,203 
Distributions(152)(147)(452)(443)
Total increase (decrease)(788)(217)(2,006)827 
Assets under management, end of period
$10,985 $12,320 $10,985 $12,320 
Percentage of total assets under management13.9 %12.7 %13.9 %12.7 %
Average assets under management$12,025 $12,633 $12,333 $12,206 
Total
Assets under management, beginning of period$87,862 $96,225 $106,629 $79,908 
Inflows5,404 5,719 19,024 19,695 
Outflows(6,002)(4,435)(19,583)(12,033)
Net inflows (outflows)(598)1,284 (559)7,662 
Market appreciation (depreciation)(7,386)469 (24,476)11,867 
Distributions(680)(718)(2,396)(2,177)
Total increase (decrease)(8,664)1,035 (27,431)17,352 
Assets under management, end of period$79,198 $97,260 $79,198 $97,260 
Average assets under management$89,743 $99,179 $95,330 $91,713 






22


Assets Under Management - Institutional Accounts
By Account Type
(in millions)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
Advisory
Assets under management, beginning of period$20,135 $23,115 $24,599 $17,628 
Inflows813 1,080 3,155 4,529 
Outflows(1,033)(1,391)(3,825)(2,127)
Net inflows (outflows)(220)(311)(670)2,402 
Market appreciation (depreciation)(1,941)14 (5,955)2,788 
Total increase (decrease)(2,161)(297)(6,625)5,190 
Assets under management, end of period$17,974 $22,818 $17,974 $22,818 
Percentage of institutional assets under management58.2 %58.0 %58.2 %58.0 %
Average assets under management$20,685 $23,666 $22,127 $21,567 
Japan Subadvisory
Assets under management, beginning of period$8,939 $10,503 $11,329 $9,720 
Inflows193 123 661 243 
Outflows(61)(175)(390)(771)
Net inflows (outflows)132 (52)271 (528)
Market appreciation (depreciation)(921)106 (2,937)1,978 
Distributions(235)(295)(748)(908)
Total increase (decrease)(1,024)(241)(3,414)542 
Assets under management, end of period$7,915 $10,262 $7,915 $10,262 
Percentage of institutional assets under management25.6 %26.1 %25.6 %26.1 %
Average assets under management$9,082 $10,669 $9,674 $10,216 
Subadvisory Excluding Japan
Assets under management, beginning of period$5,432 $6,538 $6,799 $5,907 
Inflows368 177 877 769 
Outflows(157)(430)(836)(1,300)
Net inflows (outflows)211 (253)41 (531)
Market appreciation (depreciation)(665)(18)(1,862)891 
Total increase (decrease)(454)(271)(1,821)360 
Assets under management, end of period$4,978 $6,267 $4,978 $6,267 
Percentage of institutional assets under management16.1 %15.9 %16.1 %15.9 %
Average assets under management$5,629 $6,545 $6,022 $6,436 
Total Institutional Accounts
Assets under management, beginning of period$34,506 $40,156 $42,727 $33,255 
Inflows1,374 1,380 4,693 5,541 
Outflows(1,251)(1,996)(5,051)(4,198)
Net inflows (outflows)123 (616)(358)1,343 
Market appreciation (depreciation)(3,527)102 (10,754)5,657 
Distributions(235)(295)(748)(908)
Total increase (decrease)(3,639)(809)(11,860)6,092 
Assets under management, end of period$30,867 $39,347 $30,867 $39,347 
Average assets under management$35,396 $40,880 $37,823 $38,219 







23


Assets Under Management
By Investment Strategy
(in millions)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
U.S. Real Estate
Assets under management, beginning of period$40,178 $41,865 $49,915 $32,827 
Inflows2,143 2,737 8,018 8,455 
Outflows(3,082)(1,586)(8,251)(4,700)
Net inflows (outflows)(939)1,151 (233)3,755 
Market appreciation (depreciation)(4,129)489 (13,463)7,745 
Distributions(414)(420)(1,523)(1,242)
Transfers— (40)— (40)
Total increase (decrease)(5,482)1,180 (15,219)10,218 
Assets under management, end of period$34,696 $43,045 $34,696 $43,045 
Percentage of total assets under management43.8 %44.3 %43.8 %44.3 %
Average assets under management$40,910 $44,085 $43,742 $39,659 
Preferred Securities
Assets under management, beginning of period$21,449 $25,498 $26,987 $23,185 
Inflows1,899 2,056 5,574 6,716 
Outflows(2,225)(855)(7,854)(3,532)
Net inflows (outflows)(326)1,201 (2,280)3,184 
Market appreciation (depreciation)(404)202 (3,573)954 
Distributions(200)(226)(615)(648)
Transfers— 40 — 40 
Total increase (decrease)(930)1,217 (6,468)3,530 
Assets under management, end of period$20,519 $26,715 $20,519 $26,715 
Percentage of total assets under management25.9 %27.5 %25.9 %27.5 %
Average assets under management$21,936 $26,123 $23,494 $24,743 
Global/International Real Estate
Assets under management, beginning of period$15,709 $18,220 $19,380 $15,214 
Inflows527 511 2,944 2,701 
Outflows(396)(518)(2,340)(1,975)
Net inflows (outflows)131 (7)604 726 
Market appreciation (depreciation)(1,956)(215)(6,034)2,158 
Distributions(13)(20)(79)(120)
Total increase (decrease)(1,838)(242)(5,509)2,764 
Assets under management, end of period$13,871 $17,978 $13,871 $17,978 
Percentage of total assets under management17.5 %18.5 %17.5 %18.5 %
Average assets under management$15,938 $18,760 $17,432 $17,362 










24


Assets Under Management
By Investment Strategy - continued
(in millions)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
Global Listed Infrastructure
Assets under management, beginning of period$8,574 $8,246 $8,763 $6,729 
Inflows394 354 1,319 1,513 
Outflows(151)(396)(803)(611)
Net inflows (outflows)243 (42)516 902 
Market appreciation (depreciation)(742)(21)(1,101)649 
Distributions(45)(45)(148)(142)
Total increase (decrease)(544)(108)(733)1,409 
Assets under management, end of period$8,030 $8,138 $8,030 $8,138 
Percentage of total assets under management10.1 %8.4 %10.1 %8.4 %
Average assets under management$8,859 $8,203 $8,774 $7,798 
Other
Assets under management, beginning of period$1,952 $2,396 $1,584 $1,953 
Inflows441 61 1,169 310 
Outflows(148)(1,080)(335)(1,215)
Net inflows (outflows)293 (1,019)834 (905)
Market appreciation (depreciation)(155)14 (305)361 
Distributions(8)(7)(31)(25)
Total increase (decrease)130 (1,012)498 (569)
Assets under management, end of period$2,082 $1,384 $2,082 $1,384 
Percentage of total assets under management2.6 %1.4 %2.6 %1.4 %
Average assets under management$2,100 $2,008 $1,888 $2,151 
Total
Assets under management, beginning of period$87,862 $96,225 $106,629 $79,908 
Inflows5,404 5,719 19,024 19,695 
Outflows(6,002)(4,435)(19,583)(12,033)
Net inflows (outflows)(598)1,284 (559)7,662 
Market appreciation (depreciation)(7,386)469 (24,476)11,867 
Distributions(680)(718)(2,396)(2,177)
Total increase (decrease)(8,664)1,035 (27,431)17,352 
Assets under management, end of period$79,198 $97,260 $79,198 $97,260 
Average assets under management$89,743 $99,179 $95,330 $91,713 










25


Investment Performance at September 30, 2022
cns-20220930_g1.jpg
_________________________
(1)    Past performance is no guarantee of future results. Outperformance is determined by comparing the annualized investment performance of each investment strategy to the performance of specified reference benchmarks. Investment performance in excess of the performance of the benchmark is considered outperformance. The investment performance calculation of each investment strategy is based on all active accounts and investment models pursuing similar investment objectives. For accounts, actual investment performance is measured gross of fees and net of withholding taxes. For investment models, for which actual investment performance does not exist, the investment performance of a composite of accounts pursuing comparable investment objectives is used as a proxy for actual investment performance. The performance of the specified reference benchmark for each account and investment model is measured net of withholding taxes, where applicable. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.
(2)    © 2022 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar calculates its ratings based on a risk-adjusted return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive two stars and the bottom 10% receive one star. Past performance is no guarantee of future results. Based on independent rating by Morningstar, Inc. of investment performance of each Cohen & Steers-sponsored open-end U.S.-registered mutual fund for all share classes for the overall period at September 30, 2022. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating. Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.
Overview
Assets under management at September 30, 2022 decreased 18.6% to $79.2 billion from $97.3 billion at September 30, 2021. The decrease was due to market depreciation of $15.3 billion and distributions of $4.0 billion, partially offset by net inflows of $1.2 billion. Net inflows included $1.1 billion into U.S. real estate. Market depreciation included $6.8 billion from U.S. real estate, $4.3 billion from global/international real estate and $3.6 billion from preferred securities. Distributions included $2.6 billion from U.S. real estate and $952 million from preferred securities. Our organic growth rate for the twelve months ended September 30, 2022 was 1.3%. The organic growth/decay rate represents the ratio of net flows for the period to the beginning assets under management.
Average assets under management for the three months ended September 30, 2022 decreased 9.5% to $89.7 billion from $99.2 billion for the three months ended September 30, 2021.
26


Open-end funds
Assets under management in open-end funds at September 30, 2022, which represented 47.2% of total assets under management, decreased 18.1% to $37.3 billion from $45.6 billion at September 30, 2021. The decrease was due to market depreciation of $7.7 billion and distributions of $2.3 billion, partially offset by net inflows of $1.8 billion. Net inflows included $1.9 billion into U.S. real estate and $897 million into real assets multi-strategy (included in "Other" in the table on pages 24 and 25), partially offset by net outflows of $1.7 billion from preferred securities. Market depreciation included $4.2 billion from U.S. real estate and $2.5 billion from preferred securities. Distributions included $1.4 billion from U.S. real estate and $730 million from preferred securities. Of these distributions, $1.9 billion was reinvested. Our organic growth rate for open-end funds for the twelve months ended September 30, 2022 was 3.9%.
Average assets under management for open-end funds for the three months ended September 30, 2022 decreased 7.3% to $42.3 billion from $45.7 billion for the three months ended September 30, 2021.
Institutional accounts
Assets under management in institutional accounts at September 30, 2022, which represented 39.0% of total assets under management, decreased 21.6% to $30.9 billion from $39.3 billion at September 30, 2021. The decrease was due to net outflows of $1.1 billion, market depreciation of $6.4 billion and distributions of $1.0 billion. Net outflows included $1.3 billion from U.S. real estate, partially offset by net inflows of $320 million into global listed infrastructure. Market depreciation included $3.5 billion from global/international real estate and $2.1 billion from U.S. real estate. Distributions included $964 million from U.S. real estate. Our organic decay rate for institutional accounts for the twelve months ended September 30, 2022 was (2.8%).
Average assets under management for institutional accounts for the three months ended September 30, 2022 decreased 13.4% to $35.4 billion from $40.9 billion for the three months ended September 30, 2021.
Assets under management in advisory accounts at September 30, 2022, which represented 58.2% of institutional assets under management, decreased 21.2% to $18.0 billion from $22.8 billion at September 30, 2021. The decrease was due to net outflows of $1.1 billion and market depreciation of $3.7 billion. Net outflows included $1.4 billion from U.S. real estate, partially offset by net inflows of $409 million into global listed infrastructure. Market depreciation included $2.1 billion from global/international real estate and $991 million from U.S. real estate. Our organic decay rate for advisory accounts for the twelve months ended September 30, 2022 was (4.9%).
Average assets under management for advisory accounts for the three months ended September 30, 2022 decreased 12.6% to $20.7 billion from $23.7 billion for the three months ended September 30, 2021.
Assets under management in Japan subadvisory accounts at September 30, 2022, which represented 25.6% of institutional assets under management, decreased 22.9% to $7.9 billion from $10.3 billion at September 30, 2021. The decrease was primarily due to market depreciation of $1.4 billion and distributions of $1.0 billion. Market depreciation included $881 million from U.S. real estate and $455 million from global/international real estate. Distributions included $964 million from U.S. real estate. Our organic growth rate for Japan subadvisory accounts for the twelve months ended September 30, 2022 was 0.3%.
Average assets under management for Japan subadvisory accounts for the three months ended September 30, 2022 decreased 14.9% to $9.1 billion from $10.7 billion for the three months ended September 30, 2021.
Assets under management in subadvisory accounts excluding Japan at September 30, 2022, which represented 16.1% of institutional assets under management, decreased 20.6% to $5.0 billion from $6.3 billion at September 30, 2021. The decrease was primarily due to market depreciation of $1.3 billion. Market depreciation included $964 million from global/international real estate. Our organic decay rate for subadvisory accounts excluding Japan for the twelve months ended September 30, 2022 was (0.3%).
Average assets under management for subadvisory accounts excluding Japan for the three months ended September 30, 2022 decreased 14.0% to $5.6 billion from $6.5 billion for the three months ended September 30, 2021.
Closed-end funds
Assets under management in closed-end funds at September 30, 2022, which represented 13.9% of total assets under management, decreased 10.8% to $11.0 billion from $12.3 billion at September 30, 2021. The decrease was due to market depreciation of $1.3 billion and distributions of $632 million, partially offset by net inflows of $587 million. Inflows of $482 million, which included leverage, were attributable to the Company's initial public offering of the Cohen & Steers Real Estate Opportunities and Income Fund (RLTY). Our organic growth rate for closed-end funds for the twelve months ended September 30, 2022 was 4.8%.
Average assets under management for closed-end funds for the three months ended September 30, 2022 decreased 4.8% to $12.0 billion from $12.6 billion for the three months ended September 30, 2021.
27


Summary of Operating Results
(in thousands, except percentages and per share data)Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
U.S. GAAP
Revenue$139,951 $154,187 $441,571 $424,203 
Expenses$82,770 $85,956 $272,405 $244,337 
Operating income$57,181 $68,231 $169,166 $179,866 
Non-operating income (loss) (1)
$(1,974)$1,246 $(21,866)$14,735 
Net income attributable to common stockholders$44,570 $51,483 $138,544 $146,914 
Diluted earnings per share$0.90 $1.05 $2.81 $3.00 
Operating margin40.9 %44.3 %38.3 %42.4 %
As Adjusted (2)
Net income attributable to common stockholders$45,167 $52,137 $143,521 $136,683 
Diluted earnings per share$0.92 $1.06 $2.91 $2.79 
Operating margin42.8 %45.6 %43.6 %43.9 %
_________________________
(1)Includes amounts attributable to third-party interests in consolidated investment vehicles. Refer to non-operating income (loss) tables on pages 29-32 for additional detail.    
(2)Refer to pages 33-34 for reconciliations of U.S. GAAP to as adjusted results.

Three Months Ended September 30, 2022 Compared with Three Months Ended September 30, 2021
Revenue
(in thousands)Three Months Ended
September 30,
20222021$ Change% Change
Investment advisory and administration fees
Open-end funds
$71,434 $77,477 $(6,043)(7.8 %)
Institutional accounts
32,500 38,039 $(5,539)(14.6 %)
Closed-end funds
26,951 28,122 $(1,171)(4.2 %)
Total130,885 143,638 $(12,753)(8.9 %)
Distribution and service fees8,557 9,900 $(1,343)(13.6 %)
Other509 649 $(140)(21.6 %)
Total revenue$139,951 $154,187 $(14,236)(9.2 %)

Investment advisory and administration fees decreased from the three months ended September 30, 2021, primarily due to lower average assets under management across all three investment vehicles. In addition, the three months ended September 30, 2021 included the recognition of performance fees from certain institutional accounts.
Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annualized effective fee rate of 67.0 bps and 67.3 bps for the three months ended September 30, 2022 and 2021, respectively.
Total investment advisory revenue from institutional accounts compared with average assets under management implied an annualized effective fee rate of 36.4 bps and 36.9 bps for the three months ended September 30, 2022 and 2021, respectively. The decrease in the implied annualized effective fee rate was primarily due to the recognition of performance fees for the three months ended September 30, 2021. Excluding the performance fees, the implied annualized effective fee rate would have been 36.4 bps for the three months ended September 30, 2021.
Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annualized effective fee rate of 88.9 bps and 88.3 bps for the three months ended September 30, 2022 and 2021, respectively. The increase in the implied annualized effective fee rate was due to the initial public offering of RLTY in the first quarter of 2022.
28


Expenses
(in thousands)Three Months Ended
September 30,
20222021$ Change% Change
Employee compensation and benefits$51,669 $53,092 $(1,423)(2.7 %)
Distribution and service fees16,418 19,906 $(3,488)(17.5 %)
General and administrative13,548 11,981 $1,567 13.1 %
Depreciation and amortization1,135 977 $158 16.2 %
Total expenses$82,770 $85,956 $(3,186)(3.7 %)
Employee compensation and benefits decreased from the three months ended September 30, 2021, primarily due to lower incentive compensation of $4.9 million and lower severance expense of $758,000, partially offset by higher amortization of restricted stock units of $2.5 million and an increase in salaries of $1.7 million.
Distribution and service fees decreased from the three months ended September 30, 2021, primarily due to lower average assets under management in U.S. open-end funds as well as a shift in the composition of assets under management into lower cost share classes.
General and administrative expenses increased from the three months ended September 30, 2021, primarily due to higher information technology related expenses of $653,000 and an increase in travel and entertainment of $600,000.
Operating Margin
Operating margin for the three months ended September 30, 2022 decreased to 40.9% from 44.3% for the three months ended September 30, 2021. Operating margin represents the ratio of operating income to revenue.
Non-operating Income (Loss)
(in thousands)Three Months Ended
September 30, 2022
Consolidated
Investment Vehicles
Corporate
Seed Investments
Corporate OtherTotal
Interest and dividend income—net$746 $359 $436 $1,541 
Gain (loss) from investments—net
(7,185)(2,099)3,364 (1)(5,920)
Foreign currency gain (loss)—net(1,215)(3)3,623 2,405 
Total non-operating income (loss)(7,654)(1,743)7,423 (1,974)
Net (income) loss attributable to redeemable noncontrolling interests4,956 — — 4,956 
Non-operating income (loss) attributable to the Company$(2,698)$(1,743)$7,423 $2,982 
_________________________
(1)    Comprised primarily of gain (loss) on derivative contracts, which are utilized to economically hedge a portion of the market risk of the Company's seed investments including both consolidated investment vehicles and corporate seed investments.


29


(in thousands)Three Months Ended
September 30, 2021
Consolidated
Investment Vehicles
Corporate
Seed Investments
Corporate OtherTotal
Interest and dividend income—net$558 $138 $23 $719 
Gain (loss) from investments—net
(452)682 (648)(1)(418)
Foreign currency gain (loss)—net42 (1)904 945 
Total non-operating income (loss)148 819 279 1,246 
Net (income) loss attributable to redeemable noncontrolling interests96 — — 96 
Non-operating income (loss) attributable to the Company$244 $819 $279 $1,342 
_________________________
(1)    Comprised primarily of gain (loss) on derivative contracts, which are utilized to economically hedge a portion of the market risk of the Company's seed investments including both consolidated investment vehicles and corporate seed investments.
Income Taxes
A reconciliation of the Company’s statutory federal income tax rate and the effective income tax rate is summarized in the following table:
Three Months Ended
September 30,
20222021
U.S. statutory tax rate21.0 %21.0 %
State and local income taxes, net of federal benefit3.1 3.9 
Non-deductible executive compensation1.6 1.8 
Unrecognized tax benefit adjustments0.1 0.9 
Other0.1 (1.6)
Effective income tax rate25.9 %26.0 %

Nine Months Ended September 30, 2022 Compared with Nine Months Ended September 30, 2021
Revenue
(in thousands)Nine Months Ended
September 30,
20222021$ Change% Change
Investment advisory and administration fees
Open-end funds
$226,884 $207,786 $19,098 9.2 %
Institutional accounts
103,612 106,407 $(2,795)(2.6)%
Closed-end funds
81,713 80,714 $999 1.2 %
Total412,209 394,907 $17,302 4.4 %
Distribution and service fees27,431 27,371 $60 0.2 %
Other1,931 1,925 $0.3 %
Total revenue$441,571 $424,203 $17,368 4.1 %
Investment advisory and administration fees increased from the nine months ended September 30, 2021, primarily due to higher average assets under management in both open-end and closed-end funds, partially offset by lower average assets under management in institutional accounts. In addition, the nine months ended September 30, 2021 included the recognition of performance fees from certain institutional accounts.
Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annualized effective fee rate of 67.2 bps and 67.3 bps for the nine months ended September 30, 2022 and 2021, respectively.
30


Total investment advisory revenue from institutional accounts compared with average assets under management implied an annualized effective fee rate of 36.6 bps and 37.2 bps for the nine months ended September 30, 2022 and 2021, respectively. The decrease in the implied annualized effective fee rate was primarily due to the recognition of performance fees for the nine months ended September 30, 2021. Excluding the performance fees, the implied annualized effective fee rate would have been 36.2 bps for the nine months ended September 30, 2021.
Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annualized effective fee rate of 88.6 bps and 88.4 bps for the nine months ended September 30, 2022 and 2021, respectively.
Expenses
(in thousands)Nine Months Ended
September 30,
20222021$ Change% Change
Employee compensation and benefits$160,269 $152,095 $8,174 5.4 %
Distribution and service fees68,605 55,260 $13,345 24.1 %
General and administrative40,296 33,821 $6,475 19.1 %
Depreciation and amortization3,235 3,161 $74 2.3 %
Total expenses$272,405 $244,337 $28,068 11.5 %
Employee compensation and benefits increased from the nine months ended September 30, 2021, primarily due to higher amortization of restricted stock units of $5.7 million and an increase in salaries of $4.3 million, partially offset by lower incentive compensation of $3.6 million.
Distribution and service fees increased from the nine months ended September 30, 2021, primarily due to costs of $14.2 million associated with the initial public offering of RLTY, partially offset by a shift in the composition of assets under management into lower cost share classes.
General and administrative expenses increased from the nine months ended September 30, 2021, primarily due to higher information technology related expenses of $2.1 million, an increase in travel and entertainment of $1.7 million, higher organizational and offering costs associated with RLTY of $658,000 and higher professional fees of $601,000.
Operating Margin
Operating margin for the nine months ended September 30, 2022 decreased to 38.3% from 42.4% for the nine months ended September 30, 2021. The nine months ended September 30, 2022 included costs associated with the initial public offering of RLTY.
Non-operating Income (Loss)
(in thousands)Nine Months Ended
September 30, 2022
Consolidated
Investment Vehicles
Corporate
Seed Investments
Corporate OtherTotal
Interest and dividend income—net$2,979 $818 $529 $4,326 
Gain (loss) from investments—net
(33,230)(3,808)6,112 (1)(30,926)
Foreign currency gain (loss)—net(2,132)(9)6,875 4,734 
Total non-operating income (loss)(32,383)(2,999)13,516 (21,866)
Net (income) loss attributable to redeemable noncontrolling interests25,940 — — 25,940 
Non-operating income (loss) attributable to the Company$(6,443)$(2,999)$13,516 $4,074 
_________________________
(1)    Comprised primarily of gain (loss) on derivative contracts, which are utilized to economically hedge a portion of the market risk of the Company's seed investments including both consolidated investment vehicles and corporate seed investments.

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(in thousands)Nine Months Ended
September 30, 2021
Consolidated
Investment Vehicles
Corporate
Seed Investments
Corporate OtherTotal
Interest and dividend income—net$1,649 $468 $55 $2,172 
Gain (loss) from investments—net
12,094 4,899 (5,074)(1)11,919 
Foreign currency gain (loss)—net458 (3)189 644 
Total non-operating income (loss)14,201 5,364 (4,830)14,735 
Net (income) loss attributable to redeemable noncontrolling interests(9,309)— — (9,309)
Non-operating income (loss) attributable to the Company$4,892 $5,364 $(4,830)$5,426 
_________________________
(1)    Comprised primarily of gain (loss) on derivative contracts, which are utilized to economically hedge a portion of the market risk of the Company's seed investments including both consolidated investment vehicles and corporate seed investments.
Income Taxes
A reconciliation of the Company’s statutory federal income tax rate and the effective income tax rate is summarized in the following table:
Nine Months Ended
September 30,
20222021
U.S. statutory tax rate21.0 %21.0 %
State and local income taxes, net of federal benefit3.1 3.9 
Non-deductible executive compensation2.6 2.1 
Excess tax benefits related to the vesting and delivery of restricted stock units(3.3)(3.0)
Unrecognized tax benefit adjustments(3.6)(2.6)
Other0.2 (0.7)
Effective income tax rate20.0 %20.7 %











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Reconciliations of U.S. GAAP to As Adjusted Financial Results
Management believes that use of the following as adjusted (non-GAAP) financial results provides greater transparency into the Company’s operating performance. In addition, these as adjusted financial results are used to prepare the Company's internal management reports which are used in evaluating its business.
While we believe that these as adjusted financial results are useful in evaluating operating performance, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with U.S. GAAP.
Reconciliation of U.S. GAAP to As Adjusted Financial Results
Net Income Attributable to Common Stockholders and Diluted Earnings per Share
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except per share data)2022202120222021
Net income attributable to common stockholders, U.S. GAAP$44,570 $51,483 $138,544 $146,914 
Seed investments (1)
1,635 (168)4,856 (4,432)
Accelerated vesting of restricted stock units
2,556 1,888 7,351 5,640 
Initial public offering costs (2)
— — 15,239 — 
Foreign currency exchange (gains) losses—net (3)
(3,931)(908)(8,685)(537)
Tax adjustments (4)
337 (158)(13,784)(10,902)
Net income attributable to common stockholders, as adjusted$45,167 $52,137 $143,521 $136,683 
Diluted weighted average shares outstanding49,317 49,262 49,287 48,976 
Diluted earnings per share, U.S. GAAP$0.90 $1.05 $2.81 $3.00 
Seed investments
0.04 — *0.10 (0.09)
Accelerated vesting of restricted stock units
0.05 0.04 0.15 0.11 
Initial public offering costs— — 0.31 — 
Foreign currency exchange (gains) losses—net(0.08)(0.02)(0.18)(0.01)
Tax adjustments
0.01 (0.01)(0.28)(0.22)
Diluted earnings per share, as adjusted $0.92 $1.06 $2.91 $2.79 
_________________________
*    Amounts round to less than $0.01 per share.
(1)    Represents amounts related to the deconsolidation of seed investments in consolidated investment vehicles as well as non-operating
(income) loss from seed investments that were not consolidated.
(2)    Represents costs associated with the initial public offering of RLTY. Costs are summarized in the following table:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2022202120222021
Employee compensation and benefits
$— $— $357 $— 
Distribution and service fees
— — 14,224 — 
General and administrative
— — 658 — 
Initial public offering costs
$— $— $15,239 $— 

(3)    Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
(4)    Tax adjustments are summarized in the following table:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2022202120222021
Exclusion of tax effects associated with items noted above
$301 $(815)$(3,965)$(1,310)
Exclusion of discrete tax items
36 657 (9,819)(9,592)
Total tax adjustments
$337 $(158)$(13,784)$(10,902)



33


Reconciliation of U.S. GAAP to As Adjusted Financial Results
Revenue, Expenses, Operating Income and Operating Margin
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except percentages)2022202120222021
Revenue, U.S. GAAP$139,951 $154,187 $441,571 $424,203 
Seed investments (1)
215 104 630 303 
Revenue, as adjusted$140,166 $154,291 $442,201 $424,506 
Expenses, U.S. GAAP$82,770 $85,956 $272,405 $244,337 
Seed investments (1)
(104)(143)(598)(373)
Accelerated vesting of restricted stock units
(2,556)(1,888)(7,351)(5,640)
Initial public offering costs (2)
— — (15,239)— 
Expenses, as adjusted$80,110 $83,925 $249,217 $238,324 
Operating income, U.S. GAAP$57,181 $68,231 $169,166 $179,866 
Seed investments (1)
319 247 1,228 676 
Accelerated vesting of restricted stock units
2,556 1,888 7,351 5,640 
Initial public offering costs (2)
— — 15,239 — 
Operating income, as adjusted$60,056 $70,366 $192,984 $186,182 
Operating margin, U.S. GAAP40.9 %44.3 %38.3 %42.4 %
Operating margin, as adjusted 42.8 %45.6 %43.6 %43.9 %
_________________________
(1)    Represents amounts related to the deconsolidation of seed investments in consolidated investment vehicles.
(2)    Represents costs associated with the initial public offering of RLTY. Costs are summarized in the following table:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2022202120222021
Employee compensation and benefits
$— $— $357 $— 
Distribution and service fees
— — 14,224 — 
General and administrative
— — 658 — 
Initial public offering costs
$— $— $15,239 $— 
Reconciliation of U.S. GAAP to As Adjusted Financial Results
Non-operating Income (Loss)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2022202120222021
Non-operating income (loss), U.S. GAAP$(1,974)$1,246 $(21,866)$14,735 
Seed investments (1)
6,272 (319)29,568 (14,417)
Foreign currency exchange (gains) losses—net (2)
(3,931)(908)(8,685)(537)
Non-operating income (loss), as adjusted$367 $19 $(983)$(219)
_________________________
(1)    Represents amounts related to the deconsolidation of seed investments in consolidated investment vehicles as well as non-operating (income) loss from seed investments that were not consolidated.
(2)    Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
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Changes in Financial Condition, Liquidity and Capital Resources
We seek to maintain a balance sheet that supports our business strategies and provides the appropriate amount of liquidity at all times. Due to anticipated investment opportunities, including seed investments in new vehicles and strategies, as well as corporate infrastructure, we expect to secure a corporate line of credit to supplement our corporate cash and provide financial flexibility.
Net Liquid Assets
Our current financial condition is highly liquid and is primarily comprised of cash and cash equivalents, U.S. Treasury securities, liquid seed investments and other current assets. Liquid assets are reduced by current liabilities, which are generally defined as obligations due within one year (together, net liquid assets). The Company does not currently have any outstanding debt.
The table below summarizes net liquid assets:
(in thousands)September 30,
2022
December 31,
2021
Cash and cash equivalents$161,957 $184,373 
U.S. Treasury securities49,865 — 
Liquid seed investments—net60,972 62,679 
Other current assets85,056 84,533 
Current liabilities(105,069)(118,888)
Net liquid assets$252,781 $212,697 
Cash and cash equivalents
Cash and cash equivalents are on deposit with several highly-rated financial institutions and include short-term, highly liquid investments, which are readily convertible into cash and have original maturities of three months or less.
During the nine months ended September 30, 2022, we paid aggregate costs of $15.2 million associated with the initial public offering of RLTY. In addition, we funded $17.4 million of our up to $50.0 million investment commitment in the Cohen & Steers Real Estate Opportunities Fund, L.P. (REOF). Refer to Investment Commitments, Contractual Obligations, Commitments and Contingencies for further discussion.
U.S. Treasury securities
U.S. Treasury securities are directly issued by the U.S. government and were classified as trading investments.
Liquid seed investments—net
Liquid seed investments are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Liquid seed investments include the Company's economic interest in consolidated investment vehicles and are presented net of redeemable noncontrolling interests.
Other current assets
Other current assets primarily represent investment advisory and administration fees receivable. At September 30, 2022, institutional accounts comprised 51.7% of total accounts receivable, while open-end and closed-end funds, together, comprised 45.6% of total accounts receivable. We perform a review of our receivables on an ongoing basis in order to assess collectibility and, based on our analysis at September 30, 2022, there was no allowance for uncollectible accounts required.
Current liabilities
Current liabilities included accrued compensation and benefits, distribution and service fees payable, operating lease obligations due within 12 months, certain income taxes payable, and other liabilities and accrued expenses.
Cash flows
Our cash flows generally result from the operating activities of our business, with investment advisory and administration fees being the most significant contributor.
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The table below summarizes our cash flows:
Nine Months Ended
September 30,
(in thousands)20222021
Cash Flow Data:
Net cash provided by (used in) operating activities$3,647 $170,966 
Net cash provided by (used in) investing activities(44,909)37,268 
Net cash provided by (used in) financing activities29,126 (79,677)
Net increase (decrease) in cash and cash equivalents(12,136)128,557 
Effect of foreign exchange rate changes on cash and cash equivalents(7,979)(1,317)
Cash and cash equivalents, beginning of the period185,356 41,232 
Cash and cash equivalents, end of the period$165,241 $168,472 
Cash and cash equivalents decreased by $12.1 million, excluding the effect of foreign exchange rate changes, for the nine months ended September 30, 2022. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided operating activities was $3.6 million for the nine months ended September 30, 2022, which included net investment purchases within certain consolidated investment vehicles. Net cash used in investing activities was $44.9 million, which included net purchases of U.S. Treasury securities held for corporate purposes and securities held directly for the purpose of establishing performance track records of $42.0 million. Net cash provided by financing activities was $29.1 million, including net contributions from redeemable noncontrolling interests of $134.6 million, partially offset by dividends paid to stockholders of $80.5 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $25.9 million.
Cash and cash equivalents increased by $128.6 million, excluding the effect of foreign exchange rate changes, for the nine months ended September 30, 2021. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities was $171.0 million for the nine months ended September 30, 2021. Net cash provided by investing activities was $37.3 million, which included $41.7 million of proceeds from the sale and maturities of U.S. Treasury securities held for corporate purposes, partially offset by net purchases of securities held directly for the purpose of establishing performance track records of $2.6 million. Net cash used in financing activities was $79.7 million, including dividends paid to stockholders of $65.2 million, repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $21.4 million, partially offset by net contributions from redeemable noncontrolling interests of $6.1 million.
Contractual Obligations, Commitments and Contingencies
The following table summarizes our contractual obligations at September 30, 2022:
(in thousands)202220232024202520262027
and after
Total
Operating leases$3,079 $11,917 $9,917 $13,185 $13,191 $175,417 $226,706 
Purchase obligations (1)
1,598 5,786 4,087 2,986 2,385 — 16,842 
Other liability (2)
— 1,246 1,662 2,077 — — 4,985 
Total$4,677 $18,949 $15,666 $18,248 $15,576 $175,417 $248,533 
_________________________
(1)    Represents contracts which are either noncancellable or cancellable with a penalty. The Company’s obligations primarily reflected software licenses and standard service contracts for market data.
(2)    Consists of the transition tax liability based on the cumulative undistributed earnings and profits of our foreign subsidiaries in connection with the enactment of the Tax Cuts and Jobs Act in 2017.

During August 2022, we entered into a lease agreement for our new corporate headquarters in New York City. The lease, which has a 16-year term, carries a commitment of approximately $210.1 million. We will recognize a right-of-use asset and lease liability when the lease commences. The lease for our current corporate headquarters, also in New York City, is scheduled to expire during the first quarter of 2024. In connection with our new corporate headquarters, we expect to incur costs of approximately $40.0 million to $50.0 million for the build-out, net of lease incentives.
36


Investment Commitments
We have committed to invest up to $50.0 million in REOF. As of September 30, 2022, we had funded $17.4 million of this commitment. The timing for funding the remaining portion of our commitment is determined by the fund.
Dividends
    Subject to the approval of our Board of Directors, we anticipate paying dividends. When determining whether to pay a dividend, we take into account general economic and business conditions, our strategic plans, our results of operations and financial condition, contractual, legal and regulatory restrictions on the payment of dividends, if any, by us and our subsidiaries and such other factors deemed relevant.
On November 3, 2022, we declared a quarterly dividend on our common stock in the amount of $0.55 per share. This dividend will be payable on November 29, 2022 to stockholders of record at the close of business on November 14, 2022.
Critical Accounting Estimates
Management considers certain accounting estimates critical to an informed review of our condensed consolidated financial statements as they require management to make certain judgements about matters that may be uncertain at the time the estimate was determined. For a discussion of our critical accounting estimates, please see Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021 (the Form 10-K). Other than as described below, there have been no changes to the critical accounting estimates disclosed in the Form 10-K.

Valuation of Investments
There is no established market for private real estate investments, and there may not be any comparable public market valuations. As a result, the valuation of a private real estate investment may be based on imperfect information and is subject to inherent uncertainties, and the resulting values may differ from values that would have been determined had a ready market existed for such investments, from values placed on such investments by other investors and from prices at which such investments may ultimately be sold.
We have retained an independent valuation services firm to assist in the determination of the fair value of certain of our private real estate investments. Each real property investment is valued quarterly in accordance with the applicable governing documents. Limited partnerships that hold real property investments are valued using the valuation methodology we deem most appropriate and consistent with industry best practices and market conditions. We expect the primary methodology used to value real property investments will be the income approach, whereby value is derived by determining the present value of an asset’s stream of future cash flows (for example, discounted cash flow analysis). Consistent with industry practices, the income approach incorporates actual contractual lease income, professional judgments regarding comparable rental and operating expense data, the capitalization or discount rate and projections of future rent and expenses based on appropriate market evidence, and other subjective factors. Other methodologies that may also be used to value a real property investment include, among other approaches, sales comparisons and cost approaches. We will monitor the real property investment for material events that we believe may be expected to have a material impact on the most recent estimated fair values of such real property investment.
Recently Issued Accounting Pronouncements
See discussion of Recently Issued Accounting Pronouncements in Note 2 of the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this report.
37


Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of our business, we are exposed to risk as a result of changes in interest and currency rates,
securities markets and general economic conditions, which may have an adverse impact on the value of our assets under management and our seed investments. The majority of our revenue is derived from investment advisory and administration fees which are based on average assets under management. Accordingly, where there are changes in the value of the assets we manage as a result of market fluctuations, our revenue and the value of our seed investments may change.
Corporate Seed investments—net
Our seed investments are comprised of both liquid and illiquid holdings. Liquid seed investments are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Illiquid seed investments are generally comprised of limited partnership interests in private real estate vehicles for which there may be contractual restrictions on redemption.
Our seed investments are subject to market risk. We mitigate this risk by entering into derivative contracts designed to hedge certain portions of our risk. The following table summarizes the effect of a ten percent increase or decrease on the carrying value of our seed investments, which are presented net of redeemable noncontrolling interests, if any, as of September 30, 2022 (in thousands):
Carrying
Value
Notional Value - Hedges
Net Carrying Value
Net Carrying Value Assuming a 10% increase
Net Carrying Value Assuming a 10% decrease
Liquid seed investments—net$60,972 (30,266)$30,706 $33,777 $27,635 
Illiquid seed investments—net$15,995 $— $15,995 $17,595 $14,396 

Item 4. Controls and Procedures
Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the three months ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Disclosure Controls and Procedures
Under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.
38


PART II—Other Information
Item 1. Legal Proceedings
For information regarding our legal proceedings, see Note 11, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this report.

Item 1A. Risk Factors
For a discussion of the potential risks and uncertainties associated with our business, please see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021 (the Form 10-K). There have been no material changes to the risk factors disclosed in Part 1, Item 1A of the Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended September 30, 2022, we made the following purchases of our equity securities that are registered pursuant to Section 12(b) of the Exchange Act.
PeriodTotal Number of Shares Purchased (1)Average Price
Paid Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
July 1 through July 31, 2022— $— — — 
August 1 through August 31, 20221,437 $71.93 — — 
September 1 through September 30, 2022129 $71.78 — — 
Total1,566 $71.92 — — 
_________________________
(1)Purchases made to satisfy the income tax withholding obligations of certain employees upon the vesting and delivery of restricted stock units issued under the Company's Amended and Restated Stock Incentive Plan.

Item 5. Other Information
On November 3, 2022, the Company’s Board approved and adopted amended and restated by-laws (the “Amended and Restated By-laws”), which became effective the same day. Among other things, the amendments affected by the Amended and Restated By-laws:
Enhance procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings, including by requiring:
additional background information and disclosures regarding proposing shareholders and proposed nominees;
any shareholder submitting a nomination notice to make a representation as to whether such shareholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act and to provide reasonable evidence that certain requirements of such rule have been satisfied; and
the nomination of each proposed director nominee other than the Company’s nominees be disregarded (notwithstanding that the nominee is included as a nominee in the Company’s proxy statement, notice of meeting or other proxy materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Company (which proxies and votes shall be disregarded)) if, after a stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such stockholder subsequently fails to comply with the requirements of Rule 14a-19 under the Exchange Act;
Eliminate the requirement that the Company make the stockholder list available during a meeting of stockholders, consistent with recent amendments to the General Corporation Law of the State of Delaware; and
Make certain other technical, modernizing and clarifying changes.

39


As a result of the amendments affected by the Amended and Restated By-laws, with respect to the 2023 Annual Meeting of shareholders and future annual meetings, to be considered timely, the information required to be submitted by shareholders in accordance with Rule 14a-19 in connection with the solicitation of proxies in support of director nominees other than the Company’s nominees must be delivered to the Company’s principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting, provided that in the event the date of the annual meeting is more than 20 days before or more than 70 days after such anniversary date, the information must be delivered not earlier than the 120th day prior to and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.
The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated By-laws, a copy of which is attached as Exhibit 3.2 hereto and is incorporated by reference herein.
40


Item 6. Exhibits

Any agreements or other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and should not be relied upon for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time.
Exhibit No.Description
3.1 
3.2 
Amended and Restated Bylaws of the Company (filed herewith)
4.1 
4.2 
31.1 
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2 
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1 
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2 
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101 The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Financial Condition (unaudited), (ii) the Condensed Consolidated Statements of Operations (unaudited), (iii) the Condensed Consolidated Statements of Comprehensive Income (unaudited), (iv) the Condensed Consolidated Statements of Changes in Stockholders' Equity and Redeemable Noncontrolling Interests (unaudited), (v) the Condensed Consolidated Statements of Cash Flows (unaudited), and (vi) the Notes to the Condensed Consolidated Financial Statements (unaudited).
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
_________________________
(1)Incorporated by reference to the Company's Registration Statement on Form S-1, as amended, originally filed with the Securities and Exchange Commission on March 30, 2004.
(2)Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
41


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:November 4, 2022Cohen & Steers, Inc.
/s/    Matthew S. Stadler        
Name: Matthew S. Stadler
Title: Executive Vice President & Chief Financial Officer
Date:November 4, 2022Cohen & Steers, Inc.
/s/    Elena Dulik        
Name: Elena Dulik
Title: Senior Vice President & Chief Accounting Officer

42