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


☐			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)

________________


Delaware			14-1904657
(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 value

CNS

New 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 filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller 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.	Financial Statements	1

	Condensed Consolidated Statements of Financial Condition (Unaudited)	1

	Condensed Consolidated Statements of Operations (Unaudited)	2

	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	3

	Condensed Consolidated Statements of Changes in Stockholders' Equity and Redeemable Noncontrolling Interests (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	38

Part II.	Other Information *

Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 5.	Other Information	39

Item 6.	Exhibits	41

Signatures		42

* 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 receivable	78,844		84,090
Due from brokers ($1,272 and $1,340) (1)	2,930		3,567
Property and equipment—net	8,621		8,938
Operating lease right-of-use assets—net	14,016		22,009
Goodwill and intangible assets—net	18,240		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 payable	9,724		10,183
Operating lease liabilities	15,623		24,525
Income tax payable	7,497		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 liabilities	113,172		148,361
Commitments and contingencies (See Note 11)
Redeemable noncontrolling interests	77,530		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 capital	755,487		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' equity	315,630		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

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,
	2022		2021		2022		2021
Revenue:
Investment advisory and administration fees	$	130,885	$	143,638	$	412,209	$	394,907
Distribution and service fees	8,557		9,900		27,431		27,371
Other	509		649		1,931		1,925
Total revenue	139,951		154,187		441,571		424,203
Expenses:
Employee compensation and benefits	51,669		53,092		160,269		152,095
Distribution and service fees	16,418		19,906		68,605		55,260
General and administrative	13,548		11,981		40,296		33,821
Depreciation and amortization	1,135		977		3,235		3,161
Total expenses	82,770		85,956		272,405		244,337
Operating income	57,181		68,231		169,166		179,866
Non-operating income (loss):
Interest and dividend income—net	1,541		719		4,326		2,172
Gain (loss) from investments—net	(5,920)		(418)		(30,926)		11,919
Foreign currency gain (loss)—net	2,405		945		4,734		644
Total non-operating income (loss)	(1,974)		1,246		(21,866)		14,735
Income before provision for income taxes	55,207		69,477		147,300		194,601
Provision for income taxes	15,593		18,090		34,696		38,378
Net income	39,614		51,387		112,604		156,223
Net (income) loss attributable to redeemable noncontrolling interests	4,956		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:
Basic	48,815		48,386		48,765		48,273
Diluted	49,317		49,262		49,287		48,976

See notes to condensed consolidated financial statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income	$	39,614	$	51,387	$	112,604	$	156,223
Net (income) loss attributable to redeemable noncontrolling interests	4,956		96		25,940		(9,309)
Net income attributable to common stockholders	44,570		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

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 Deficit		Accumulated 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 Deficit		Accumulated 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

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 Deficit		Accumulated 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 stock	7		1,030		—		—		—		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 Deficit		Accumulated 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 stock	7		1,001		—		—		—		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

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)


	Nine Months Ended September 30,
	2022		2021
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—net	36,462		30,993

Depreciation and amortization	4,145		4,331
Amortization of right-of-use assets	8,139		7,715

(Gain) loss from investments—net	30,926		(11,919)
Deferred income taxes	(1,445)		1,813
Foreign currency (gain) loss	2,774		2,445
Changes in operating assets and liabilities:
Accounts receivable	2,472		(21,907)
Due from brokers	(2,446)		1,970

Investments within consolidated investment vehicles	(162,936)		(9,784)
Other assets	3,892		(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 brokers	7,441		2,056
Income tax payable	(14,797)		8,447
Other liabilities and accrued expenses	2,719		(2,846)
Net cash provided by (used in) operating activities	3,647		170,966
Cash flows from investing activities:

Purchases of investments	(132,491)		(44,399)
Proceeds from sales and maturities of investments	90,530		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—net	881		856
Repurchase of common stock	(25,871)		(21,367)
Dividends to stockholders	(80,508)		(65,224)
Net contributions (distributions) from redeemable noncontrolling interests	134,624		6,058
Net cash provided by (used in) financing activities	29,126		(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 period	185,356		41,232
Cash and cash equivalents, end of the period	$	165,241	$	168,472

See notes to condensed consolidated financial statements

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)	2022		2021
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.

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%.

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.

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

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.

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)	2022		2021		2022		2021
Client domicile:
North America	$	122,944	$	134,243	$	387,572	$	368,685
Japan	8,824		9,960		27,610		28,021
Europe, Middle East and Africa	4,986		6,593		16,344		17,869
Asia Pacific excluding Japan	3,197		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)	2022		2021		2022		2021
Investment vehicle:
Open-end funds	$	80,500	$	88,026	$	256,246	$	237,082
Institutional accounts	32,500		38,039		103,612		106,407
Closed-end funds	26,951		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, 2022		December 31, 2021
Equity investments at fair value	$	143,963	$	130,930
Trading	57,729		23,711
Equity method	20		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)	2022		2021		2022		2021
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.

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 SICAV		SICAV GRE		GRP-CIP		REOF		Total
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 assets	32,509		70,608		182		20,687		123,986

Liabilities (1)
Due to brokers	$	835	$	480	$	—	$	—	$	1,315
Other liabilities and accrued expenses	58		170		5		515		748
Total liabilities	893		650		5		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 interests	14,040		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 SICAV		SICAV GRE		SICAV RAP		GRP-CIP		REOF		Total
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 assets	8,308		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		5		415		689
Total liabilities	35		473		687		5		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 interests	12		42,847		46,284		—		—		89,143
Net assets	$	8,273	$	58,202	$	59,632	$	292	$	2,827	$	129,226

_________________________

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 1		Level 2		Level 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 funds	191		—		—		—		191
Limited partnership interests	—		—		12,610		1,357		13,967
Master limited partnership interests	410		—		—		—		410
Preferred securities	814		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	—		4		—		—		4
Total	$	—	$	120	$	—	$	—	$	120

________________________

(1) Comprised of certain investments measured at fair value using net asset value (NAV) as a practical expedient.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)


	December 31, 2021
(in thousands)	Level 1		Level 2		Level 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 interests	986		—		—		—		986
Preferred securities	1,465		—		—		—		1,465
Other	103		—		—		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	—		3		—		—		3
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).

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)	2022		2021		2022		2021
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.

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 Technique

Unobservable Inputs

Value

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)	Long		Short		Assets		Liabilities
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		4
Total corporate derivatives	$	2,247	$	46,865	$	4,581	$	120


	As of December 31, 2021
	Notional Amount				Fair Value (1)
(in thousands)	Long		Short		Assets		Liabilities
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		3
Total corporate derivatives	$	2,549	$	38,678	$	303	$	887
Derivatives held by consolidated investment vehicles:
Total return swaps - commodities	10,931		—		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.

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)	2022		2021		2022		2021
Corporate derivatives:
Futures - commodities	$	—	$	813	$	—	$	2,981
Total return swaps - commodities	(27)		(748)		(242)		(2,741)
Total return swaps - equities	3,044		100		6,447		(2,408)
Forward contracts - foreign exchange	839		156		1,229		633
Total corporate derivatives	$	3,856	$	321	$	7,434	$	(1,535)
Derivatives held by consolidated investment vehicles:
Total return swaps - commodities	828		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)	2022		2021		2022		2021
Net income	$	39,614	$	51,387	$	112,604	$	156,223
Net (income) loss attributable to redeemable noncontrolling interests	4,956		96		25,940		(9,309)
Net income attributable to common stockholders	$	44,570	$	51,483	$	138,544	$	146,914
Basic weighted average shares outstanding	48,815		48,386		48,765		48,273
Dilutive potential shares from restricted stock units	502		876		522		703
Diluted weighted average shares outstanding	49,317		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	2		—		2		—

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,
	2022		2021		2022		2021
U.S. statutory tax rate	21.0	%	21.0	%	21.0	%	21.0	%
State and local income taxes, net of federal benefit	3.1		3.9		3.1		3.9
Non-deductible executive compensation	1.6		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 adjustments	0.1		0.9		(3.6)		(2.6)
Other	0.1		(1.6)		0.2		(0.7)
Effective income tax rate	25.9	%	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)	2022		2021		2022		2021
Investment advisory and administration fees (1)	$	96,187	$	103,426	$	301,227	$	283,480
Distribution and service fees	8,557		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.

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.

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.

Assets Under Management

By Investment Vehicle

(in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Open-end Funds
Assets under management, beginning of period	$	41,583		$	43,532		$	50,911		$	35,160
Inflows	4,019			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 management	47.2		%	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
Inflows	1,374			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 management	39.0		%	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
Inflows	11			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 management	13.9		%	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
Inflows	5,404			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

Assets Under Management - Institutional Accounts

By Account Type

(in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Advisory
Assets under management, beginning of period	$	20,135		$	23,115		$	24,599		$	17,628
Inflows	813			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 management	58.2		%	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
Inflows	193			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 management	25.6		%	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
Inflows	368			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 management	16.1		%	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
Inflows	1,374			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

Assets Under Management

By Investment Strategy

(in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
U.S. Real Estate
Assets under management, beginning of period	$	40,178		$	41,865		$	49,915		$	32,827
Inflows	2,143			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 management	43.8		%	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
Inflows	1,899			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 management	25.9		%	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
Inflows	527			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 management	17.5		%	18.5		%	17.5		%	18.5		%
Average assets under management	$	15,938		$	18,760		$	17,432		$	17,362

Assets Under Management

By Investment Strategy - continued

(in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Global Listed Infrastructure
Assets under management, beginning of period	$	8,574		$	8,246		$	8,763		$	6,729
Inflows	394			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 management	10.1		%	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
Inflows	441			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 management	2.6		%	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
Inflows	5,404			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

Investment Performance at September 30, 2022

_________________________

(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.

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.

Summary of Operating Results


(in thousands, except percentages and per share data)	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
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 margin	40.9		%	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 margin	42.8		%	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,
	2022		2021		$ 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	%)
Total	130,885		143,638		$	(12,753)	(8.9	%)
Distribution and service fees	8,557		9,900		$	(1,343)	(13.6	%)
Other	509		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.

Expenses


(in thousands)	Three Months Ended September 30,
	2022		2021		$ Change		% Change
Employee compensation and benefits	$	51,669	$	53,092	$	(1,423)	(2.7	%)
Distribution and service fees	16,418		19,906		$	(3,488)	(17.5	%)
General and administrative	13,548		11,981		$	1,567	13.1	%
Depreciation and amortization	1,135		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 Other			Total
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 interests	4,956		—		—			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.


(in thousands)	Three Months Ended
	September 30, 2021
	Consolidated Investment Vehicles		Corporate Seed Investments		Corporate Other			Total
Interest and dividend income—net	$	558	$	138	$	23		$	719
Gain (loss) from investments—net	(452)		682		(648)		(1)	(418)
Foreign currency gain (loss)—net	42		(1)		904			945
Total non-operating income (loss)	148		819		279			1,246
Net (income) loss attributable to redeemable noncontrolling interests	96		—		—			96
Non-operating income (loss) attributable to the Company	$	244	$	819	$	279		$	1,342

_________________________

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,
	2022		2021
U.S. statutory tax rate	21.0	%	21.0	%
State and local income taxes, net of federal benefit	3.1		3.9
Non-deductible executive compensation	1.6		1.8

Unrecognized tax benefit adjustments	0.1		0.9
Other	0.1		(1.6)
Effective income tax rate	25.9	%	26.0	%

Nine Months Ended September 30, 2022 Compared with Nine Months Ended September 30, 2021

Revenue


(in thousands)	Nine Months Ended September 30,
	2022		2021		$ 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	%
Total	412,209		394,907		$	17,302	4.4	%
Distribution and service fees	27,431		27,371		$	60	0.2	%
Other	1,931		1,925		$	6	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.

•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,
	2022		2021		$ Change		% Change
Employee compensation and benefits	$	160,269	$	152,095	$	8,174	5.4	%
Distribution and service fees	68,605		55,260		$	13,345	24.1	%
General and administrative	40,296		33,821		$	6,475	19.1	%
Depreciation and amortization	3,235		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 Other			Total
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 interests	25,940		—		—			25,940
Non-operating income (loss) attributable to the Company	$	(6,443)	$	(2,999)	$	13,516		$	4,074

_________________________


(in thousands)	Nine Months Ended
	September 30, 2021
	Consolidated Investment Vehicles		Corporate Seed Investments		Corporate Other			Total
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)—net	458		(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

_________________________

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,
	2022		2021
U.S. statutory tax rate	21.0	%	21.0	%
State and local income taxes, net of federal benefit	3.1		3.9
Non-deductible executive compensation	2.6		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)
Other	0.2		(0.7)
Effective income tax rate	20.0	%	20.7	%

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)	2022		2021			2022		2021
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 outstanding	49,317		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)	2022		2021		2022		2021
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)	2022		2021		2022		2021
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)

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)	2022			2021			2022			2021
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. GAAP	40.9		%	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)	2022		2021		2022		2021
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)	2022		2021		2022		2021
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.

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 securities	49,865		—
Liquid seed investments—net	60,972		62,679
Other current assets	85,056		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.

The table below summarizes our cash flows:


	Nine Months Ended September 30,
(in thousands)	2022		2021
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 activities	29,126		(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 period	185,356		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)	2022		2023		2024		2025		2026		2027 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.

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.

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.

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.


Period	Total 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, 2022	1,437	$	71.93	—	—
September 1 through September 30, 2022	129	$	71.78	—	—
Total	1,566	$	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.

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.

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	—	Form of Amended and Restated Certificate of Incorporation of the Company (1)

3.2	—	Amended and Restated Bylaws of the Company (filed herewith)

4.1	—	Specimen Common Stock Certificate (2)

4.2	—	Form of Registration Rights Agreement among the Company, Martin Cohen, Robert H. Steers, The Martin Cohen 1998 Family Trust and Robert H. Steers Family Trust (1)

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.

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, 2022

Cohen & Steers, Inc.

/s/ Matthew S. Stadler

Name: Matthew S. Stadler

Title: Executive Vice President & Chief Financial Officer

Date:

November 4, 2022

Cohen & Steers, Inc.

/s/ Elena Dulik

Name: Elena Dulik

Title: Senior Vice President & Chief Accounting Officer