cns-20220331

________________________________________________________

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 March 31, 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 April 29, 2022 was 48,686,336.

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)	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	35

Part II.	Other Information *

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 6.	Exhibits	37

Signatures		38

* 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)


	March 31, 2022		December 31, 2021
Assets:
Cash and cash equivalents	$	84,817	$	184,373
Investments ($227,888 and $127,912) (1)	284,503		154,654
Accounts receivable	89,423		84,090
Due from brokers ($59,897 and $1,340) (1)	63,101		3,567
Property and equipment—net	8,618		8,938
Operating lease right-of-use assets—net	19,473		22,009
Goodwill and intangible assets—net	19,469		19,696


Other assets ($479 and $1,589) (1)	13,806		15,360
Total assets	$	583,210	$	492,687

Liabilities:
Accrued compensation and benefits	$	24,750	$	79,167
Distribution and service fees payable	9,923		10,183
Operating lease liabilities	21,687		24,525
Income tax payable	27,207		22,611
Due to brokers ($45,686 and $926) (1)	45,819		927
Other liabilities and accrued expenses ($1,286 and $689) (1)	13,803		10,948
Total liabilities	143,189		148,361
Commitments and contingencies (See Note 10)
Redeemable noncontrolling interests	184,656		89,143
Stockholders' equity:
Common stock, $0.01 par value; 500,000,000 shares authorized; 54,993,067 and 54,267,309 shares issued at March 31, 2022 and December 31, 2021, respectively	550		543
Additional paid-in capital	728,644		715,847
Accumulated deficit	(217,453)		(231,967)
Accumulated other comprehensive loss	(7,437)		(5,886)
Treasury stock, at cost, 6,310,559 and 5,997,239 shares at March 31, 2022 and December 31, 2021, respectively	(248,939)		(223,354)
Total stockholders' equity	255,365		255,183
Total liabilities, redeemable noncontrolling interests and stockholders' equity	$	583,210	$	492,687

_________________________

(1) Asset and liability amounts in parentheses represent the aggregated balances at March 31, 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 March 31,
	2022		2021
Revenue:
Investment advisory and administration fees	$	143,669	$	116,921
Distribution and service fees	9,869		8,272
Other	651		554
Total revenue	154,189		125,747
Expenses:
Employee compensation and benefits	54,743		45,762
Distribution and service fees	33,951		16,506
General and administrative	13,510		10,374
Depreciation and amortization	994		1,167
Total expenses	103,198		73,809
Operating income	50,991		51,938
Non-operating income (loss):
Interest and dividend income—net	897		616
Gain (loss) from investments—net	3,567		4,559
Foreign currency gain (loss)—net	646		(222)
Total non-operating income (loss)	5,110		4,953
Income before provision for income taxes	56,101		56,891
Provision for income taxes	9,260		4,461
Net income	46,841		52,430
Net (income) loss attributable to redeemable noncontrolling interests	(4,823)		(3,578)
Net income attributable to common stockholders	$	42,018	$	48,852

Earnings per share attributable to common stockholders:
Basic	$	0.86	$	1.01
Diluted	$	0.85	$	1.00

Weighted average shares outstanding:
Basic	48,673		48,145
Diluted	49,337		48,709

See notes to condensed consolidated financial statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2022		2021
Net income	$	46,841	$	52,430
Net (income) loss attributable to redeemable noncontrolling interests	(4,823)		(3,578)
Net income attributable to common stockholders	42,018		48,852
Other comprehensive income (loss):
Foreign currency translation gain (loss)	(1,551)		(595)
Total comprehensive income attributable to common stockholders	$	40,467	$	48,257

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 March 31, 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 ($0.55 per share)	—		—		(27,504)		—		—		(27,504)		—
Issuance of common stock	7		435		—		—		—		442		—
Repurchase of common stock	—		—		—		—		(25,585)		(25,585)		—
Issuance of restricted stock units—net	—		1,250		—		—		—		1,250		—
Amortization of restricted stock units—net	—		11,112		—		—		—		11,112		—

Net income (loss)	—		—		42,018		—		—		42,018		4,823
Other comprehensive income (loss)	—		—		—		(1,551)		—		(1,551)		—
Net contributions (distributions) attributable to redeemable noncontrolling interests	—		—		—		—		—		—		90,690

March 31, 2022	$	550	$	728,644	$	(217,453)	$	(7,437)	$	(248,939)	$	255,365	$	184,656

	Three Months Ended March 31, 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 ($0.45 per share)	—				(22,344)		—		—		(22,344)		—
Issuance of common stock	7		423		—		—		—		430		—
Repurchase of common stock	—		—		—		—		(21,256)		(21,256)		—
Issuance of restricted stock units—net	—		793		—		—		—		793		—
Amortization of restricted stock units—net	—		9,108		—		—		—		9,108		—

Net income (loss)	—		—		48,852		—		—		48,852		3,578
Other comprehensive income (loss)	—		—		—		(595)		—		(595)		—
Net contributions (distributions) attributable to redeemable noncontrolling interests	—		—		—		—		—		—		8,122
March 31, 2021	$	542	$	680,466	$	(265,034)	$	(4,729)	$	(222,018)	$	189,227	$	62,365

See notes to condensed consolidated financial statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net income	$	46,841	$	52,430
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation expense—net	11,757		9,348

Depreciation and amortization	1,368		1,531
Amortization of right-of-use assets	2,682		2,557

(Gain) loss from investments—net	(3,567)		(4,559)
Deferred income taxes	3,486		4,919
Foreign currency (gain) loss	974		1,059
Changes in operating assets and liabilities:
Accounts receivable	(6,307)		(3,336)
Due from brokers	(59,429)		(956)
Deferred commissions	(180)		(358)
Investments within consolidated Company-sponsored funds	(100,755)		(8,695)

Other assets	4,204		(2,978)
Accrued compensation and benefits	(54,417)		(35,492)
Distribution and service fees payable	(260)		850
Operating lease liabilities	(2,984)		(2,858)
Due to brokers	44,760		(367)
Income tax payable	4,523		(1,684)
Other liabilities and accrued expenses	855		(2,498)
Net cash provided by (used in) operating activities	(106,449)		8,913
Cash flows from investing activities:

Purchases of investments	(36,478)		(17,417)
Proceeds from sales and maturities of investments	6,787		57,048
Purchases of property and equipment	(681)		(431)

Net cash provided by (used in) investing activities	(30,372)		39,200
Cash flows from financing activities:
Issuance of common stock—net	375		365
Repurchase of common stock	(25,585)		(21,256)
Dividends to stockholders	(26,832)		(21,726)
Net contributions (distributions) from redeemable noncontrolling interests	90,690		8,122
Net cash provided by (used in) financing activities	38,648		(34,495)
Net increase (decrease) in cash and cash equivalents	(98,173)		13,618
Effect of foreign exchange rate changes on cash and cash equivalents	(1,383)		(133)
Cash and cash equivalents, beginning of the period	184,373		41,232
Cash and cash equivalents, end of the period	$	84,817	$	54,717

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:

During the three months ended March 31, 2022 and 2021, the Company paid taxes of $1.3 million and $1.2 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 approximately $0.7 million and $0.6 million for the three months ended March 31, 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.

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.

Reclassifications—The Company reclassified certain prior period amounts in the Company's condensed consolidated statements of cash flows for the three months ended March 31, 2021 to conform with the current period presentation. Accrued employee benefits were reclassified from other liabilities and accrued expenses to accrued compensation and benefits.

Consolidation of Company-sponsored Funds—Investments in Company-sponsored funds and management fees 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 in Company-sponsored funds 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 fund.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The Company records noncontrolling interests in consolidated Company-sponsored funds for which the Company’s ownership is less than 100%.

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 Company-sponsored funds, 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.

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 Company-sponsored funds, which generally represent common stocks, limited partnership interests, master limited partnership interests, preferred securities and other seed investments (see Note 5, Fair Value).

•Trading investments are comprised of corporate investments and investments held within the consolidated Company-sponsored funds, which generally represent U.S. Treasury securities and debt securities.

•Equity method investments, which generally represent seed investments in Company-sponsored funds for which the Company is able to exercise significant influence but not control over the investments. 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 Company-sponsored funds, 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 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 Company-sponsored funds, 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

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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.

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 Company-sponsored funds. 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, Company-sponsored 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 Company-sponsored 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 the Company's sponsored 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 a Company-sponsored 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 the Company's sponsored 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.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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 the Company's sponsored 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 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 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. The cumulative translation adjustment was $(7.4) million and $(5.9) million at March 31, 2022 and December 31, 2021, respectively, and was reported within accumulated other comprehensive income (loss) on the condensed consolidated statements of financial condition. 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.

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—During the preparation of the condensed consolidated financial statements, the Company evaluated all newly issued accounting guidance and concluded none of the new guidance is applicable to the Company's financial position or results of operations as of March 31, 2022.

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 March 31,
(in thousands)	2022		2021
Client domicile:
North America	$	135,200	$	110,316
Japan	9,523		8,532
Europe, Middle East and Africa	5,953		3,981
Asia Pacific excluding Japan	3,513		2,918
Total	$	154,189	$	125,747


	Three Months Ended March 31,
(in thousands)	2022		2021







Investment vehicle:
Open-end funds (1)	$	90,185	$	69,429
Institutional accounts	36,683		30,987
Closed-end funds	27,321		25,331

Total	$	154,189	$	125,747

________________________

(1) Included distribution and service fees and other revenue.

4. Investments

The following table summarizes the Company's investments:


(in thousands)	March 31, 2022		December 31, 2021
Equity investments at fair value	$	217,821	$	130,930
Trading	66,671		23,711

Equity method	11		13
Total investments	$	284,503	$	154,654

The following table summarizes gain (loss) from investments—net, including derivative financial instruments, the majority of which are used to economically hedge certain exposures (see Note 6, Derivatives):


	Three Months Ended March 31,
(in thousands)	2022		2021
Net realized gains (losses) during the period	$	8,181	$	1,889
Net unrealized gains (losses) during the period on investments still held at the end of the period	(4,614)		2,670
Gain (loss) from investments—net (1)	$	3,567	$	4,559

________________________

(1) Included gain (loss) attributable to redeemable noncontrolling interests.

At March 31, 2022 and December 31, 2021, 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, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Cohen & Steers SICAV Diversified Real Assets Fund (SICAV RAP), the Cohen & Steers Co-Investment Partnership, L.P. (GRP-CIP) and the Cohen & Steers Real Estate Opportunities Fund, L.P. (REOF).

The following tables summarize the condensed consolidated statements of financial condition attributable to the Company's consolidated VIEs:


	March 31, 2022
(in thousands)	GLI SICAV		SICAV GRE		SICAV RAP		GRP-CIP		REOF		Total
Assets (1)
Investments	$	24,517	$	84,219	$	100,133	$	161	$	18,858	$	227,888
Due from brokers	49		52,240		7,573		35		—		59,897
Other assets	38		177		264		—		—		479
Total assets	$	24,604	$	136,636	$	107,970	$	196	$	18,858	$	288,264

Liabilities (1)
Due to brokers	$	—	$	37,750	$	7,936	$	—	$	—	$	45,686
Other liabilities and accrued expenses	38		105		716		5		422		1,286
Total liabilities	$	38	$	37,855	$	8,652	$	5	$	422	$	46,972


	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

_________________________

(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.

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.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The following tables present fair value measurements:


	March 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Investments Measured at NAV (1)		Total
Cash equivalents	$	36,380	$	—	$	—	$	—	$	36,380
Equity investments at fair value:
Common stocks	$	195,661	$	482	$	—	$	—	$	196,143
Limited partnership interests	—		—		17,753		1,253		19,006
Master limited partnership interests	1,126		—		—		—		1,126
Preferred securities	1,211		—		—		—		1,211
Other	209		—		—		126		335
Total	$	198,207	$	482	$	17,753	$	1,379	$	217,821
Trading investments:
Fixed income	$	—	$	66,671	$	—	$	—	$	66,671

Equity method investments	$	—	$	—	$	—	$	11	$	11

Total investments	$	198,207	$	67,153	$	17,753	$	1,390	$	284,503

Derivatives - assets:

Total return swaps - commodities	$	—	$	38	$	—	$	—	$	38
Forward contracts - foreign exchange	—		1,064		—		—		1,064
Total	$	—	$	1,102	$	—	$	—	$	1,102
Derivatives - liabilities:

Total return swaps - commodities (2)	$	—	$	762	$	—	$	—	$	762
Total return swaps - equities	—		1,141		—		—		1,141
Forward contracts - foreign exchange	—		49		—		—		49
Total	$	—	$	1,952	$	—	$	—	$	1,952

________________________

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

(2) Included total return swaps - commodities held by consolidated Company-sponsored funds.

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 Company-sponsored funds.

Cash equivalents were comprised of investments in actively traded U.S. Treasury money market funds measured at NAV.

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 March 31, 2022 were comprised of a limited partnership interest in a joint venture that holds an investment in private real estate. As of March 31, 2022, it was determined that cost approximates fair value.

Trading investments classified as level 2 were comprised of U.S. Treasury securities and corporate debt securities. The fair value amounts 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.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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 held by the Company's consolidated 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).

•Equity method investments included the Company's partnership interest in Cohen & Steers Global Realty Partners III-TE, L.P. (GRP-TE) which invests in non-registered real estate funds. The Company's ownership interest was approximately 0.2% .

At March 31, 2022 and December 31, 2021, the Company did not have the ability to redeem its limited partnership interests in private real estate funds held by the Company's consolidated 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.

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:


(in thousands)	March 31, 2022
Balance at beginning of period	$	—
Purchases/contributions	17,753




Balance at end of period	$	17,753

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 Company-sponsored 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. The valuation process also includes a review and approval by the Company's valuation committee which is comprised of senior members from various departments within the Company, including investment management. The valuation committee provides independent oversight of the valuation policies and procedures.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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 March 31, 2022
	Notional Amount				Fair Value (1)
(in thousands)	Long		Short		Assets		Liabilities
Corporate derivatives:
Total return swaps - commodities	$	2,929	$	4,208	$	38	$	142
Total return swaps - equities	—		22,400		—		1,141
Forward contracts - foreign exchange	—		20,061		1,064		49
Total corporate derivatives	$	2,929	$	46,669	$	1,102	$	1,332
Derivatives held by consolidated Company-sponsored funds:
Total return swaps - commodities	17,306		—		—		620
Total	$	20,235	$	46,669	$	1,102	$	1,952


	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 Company-sponsored funds:
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.

Non-corporate derivatives are comprised of commodity swap contracts that are utilized by certain of the consolidated Company-sponsored funds to gain exposure in the commodities market as part of the funds' investment strategies.

For corporate derivatives, cash included in due from brokers on the condensed consolidated statements of financial condition of $3.1 million and $2.2 million at March 31, 2022 and December 31, 2021, respectively, and U.S. Treasury securities included in investments of $0.2 million at both March 31, 2022 and December 31, 2021, respectively, were held as collateral for forward and swap contracts.

For non-corporate derivatives, due from brokers included $0.7 million of cash collateral due from trade counterparties at March 31, 2022. At December 31, 2021, due to brokers included $0.5 million of cash collateral payable to trade counterparties.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The following table summarizes net gains (losses) from derivative financial instruments:


	Three Months Ended March 31,
(in thousands)	2022		2021
Corporate derivatives:
Futures - commodities	$	—	$	705
Total return swaps - commodities	(307)		(658)
Total return swaps - equities	226		(1,068)
Forward contracts - foreign exchange	810		1,134
Total corporate derivatives	$	729	$	113
Derivatives held by consolidated Company-sponsored funds:
Total return swaps - commodities	4,312		(121)
Total (1)	$	5,041	$	(8)

________________________

(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 March 31,
(in thousands, except per share data)	2022		2021
Net income	$	46,841	$	52,430
Net (income) loss attributable to redeemable noncontrolling interests	(4,823)		(3,578)
Net income attributable to common stockholders	$	42,018	$	48,852
Basic weighted average shares outstanding	48,673		48,145
Dilutive potential shares from restricted stock units	664		564
Diluted weighted average shares outstanding	49,337		48,709

Basic earnings per share attributable to common stockholders	$	0.86	$	1.01
Diluted earnings per share attributable to common stockholders	$	0.85	$	1.00
Anti-dilutive common stock equivalents excluded from the calculation	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. The effective tax rate for the three months ended March 31, 2022 was approximately 18.1%, compared with approximately 8.4% for the three months ended March 31, 2021.

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 March 31,
	2022		2021
U.S. statutory tax rate	21.0	%	21.0	%
State and local income taxes, net of federal benefit	3.5		4.1
Non-deductible executive compensation	5.2		3.4
Excess tax benefits related to the vesting and delivery of restricted stock units	(11.5)		(10.4)
Unrecognized tax benefit adjustments	—		(10.2)
Other	(0.1)		0.5
Effective income tax rate	18.1	%	8.4	%

Deferred income taxes represent the tax effects of temporary differences between book and tax bases and are measured using enacted tax rates that will be in effect when such items are expected to reverse. The Company's net deferred tax asset is primarily comprised of future income tax deductions attributable to the delivery of restricted stock units. 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 Company's net deferred tax asset is included in other assets on the condensed consolidated statements of financial condition.

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 March 31,
(in thousands)	2022		2021
Investment advisory and administration fees (1)	$	104,237	$	84,648
Distribution and service fees	9,869		8,272
Total	$	114,106	$	92,920

_________________________

(1) Investment advisory and administration fees are reflected net of fund reimbursements of $4.4 million and $3.5 million for the three months ended March 31, 2022 and 2021, respectively.

Included in accounts receivable at March 31, 2022 and December 31, 2021 are receivables due from Company-sponsored funds of $40.2 million and $40.8 million, respectively. Included in accounts payable at March 31, 2022 and December 31, 2021 are payables due to Company-sponsored funds of $0.2 million and $1.1 million, respectively.

10. 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.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The Company has committed to invest up to $50.0 million in REOF. As of March 31, 2022, the Company had funded $21.1 million of this commitment. The timing for funding the remaining portion of the Company's commitment is determined by the fund.

11. 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.

12. 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 May 5, 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 May 26, 2022 to stockholders of record at the close of business on May 16, 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 months ended March 31, 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 Company-sponsored 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. This revenue is recognized over the period that the assets are managed.

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 March 31,
	2022			2021
Open-end Funds
Assets under management, beginning of period	$	50,911		$	35,160
Inflows	4,886			5,070
Outflows	(4,678)			(2,906)
Net inflows (outflows)	208			2,164
Market appreciation (depreciation)	(2,735)			1,537
Distributions	(279)			(238)

Total increase (decrease)	(2,806)			3,463
Assets under management, end of period	$	48,105		$	38,623
Percentage of total assets under management	47.1		%	44.4		%
Average assets under management	$	48,055		$	36,620

Institutional Accounts
Assets under management, beginning of period	$	42,727		$	33,255
Inflows	2,060			2,335
Outflows	(2,066)			(748)
Net inflows (outflows)	(6)			1,587
Market appreciation (depreciation)	(1,494)			2,000
Distributions	(271)			(304)

Total increase (decrease)	(1,771)			3,283
Assets under management, end of period	$	40,956		$	36,538
Percentage of total assets under management	40.1		%	42.0		%
Average assets under management	$	40,631		$	34,622

Closed-end Funds
Assets under management, beginning of period	$	12,991		$	11,493
Inflows	554			65
Outflows	—			—
Net inflows (outflows)	554			65
Market appreciation (depreciation)	(337)			469
Distributions	(147)			(148)
Total increase (decrease)	70			386
Assets under management, end of period	$	13,061		$	11,879
Percentage of total assets under management	12.8		%	13.6		%
Average assets under management	$	12,550		$	11,601

Total
Assets under management, beginning of period	$	106,629		$	79,908
Inflows	7,500			7,470
Outflows	(6,744)			(3,654)
Net inflows (outflows)	756			3,816
Market appreciation (depreciation)	(4,566)			4,006
Distributions	(697)			(690)

Total increase (decrease)	(4,507)			7,132
Assets under management, end of period	$	102,122		$	87,040
Average assets under management	$	101,236		$	82,843

Assets Under Management - Institutional Accounts

By Account Type

(in millions)


	Three Months Ended March 31,
	2022			2021
Advisory
Assets under management, beginning of period	$	24,599		$	17,628
Inflows	1,573			1,937
Outflows	(1,615)			(243)
Net inflows (outflows)	(42)			1,694
Market appreciation (depreciation)	(831)			957

Total increase (decrease)	(873)			2,651
Assets under management, end of period	$	23,726		$	20,279
Percentage of institutional assets under management	57.9		%	55.5		%
Average assets under management	$	23,861		$	18,900

Japan Subadvisory
Assets under management, beginning of period	$	11,329		$	9,720
Inflows	219			98
Outflows	(103)			(302)
Net inflows (outflows)	116			(204)
Market appreciation (depreciation)	(482)			712
Distributions	(271)			(304)

Total increase (decrease)	(637)			204
Assets under management, end of period	$	10,692		$	9,924
Percentage of institutional assets under management	26.1		%	27.2		%
Average assets under management	$	10,351		$	9,661

Subadvisory Excluding Japan
Assets under management, beginning of period	$	6,799		$	5,907
Inflows	268			300
Outflows	(348)			(203)
Net inflows (outflows)	(80)			97
Market appreciation (depreciation)	(181)			331

Total increase (decrease)	(261)			428
Assets under management, end of period	$	6,538		$	6,335
Percentage of institutional assets under management	16.0		%	17.3		%
Average assets under management	$	6,419		$	6,061

Total Institutional Accounts
Assets under management, beginning of period	$	42,727		$	33,255
Inflows	2,060			2,335
Outflows	(2,066)			(748)
Net inflows (outflows)	(6)			1,587
Market appreciation (depreciation)	(1,494)			2,000
Distributions	(271)			(304)


Total increase (decrease)	(1,771)			3,283
Assets under management, end of period	$	40,956		$	36,538
Average assets under management	$	40,631		$	34,622

Assets Under Management

By Investment Strategy

(in millions)


	Three Months Ended March 31,
	2022			2021
U.S. Real Estate
Assets under management, beginning of period	$	49,915		$	32,827
Inflows	3,293			3,126
Outflows	(2,736)			(1,391)
Net inflows (outflows)	557			1,735
Market appreciation (depreciation)	(2,792)			2,837
Distributions	(412)			(415)

Total increase (decrease)	(2,647)			4,157
Assets under management, end of period	$	47,268		$	36,984
Percentage of total assets under management	46.3		%	42.5		%
Average assets under management	$	46,462		$	34,512

Preferred Securities
Assets under management, beginning of period	$	26,987		$	23,185
Inflows	1,964			2,406
Outflows	(2,872)			(1,596)
Net inflows (outflows)	(908)			810
Market appreciation (depreciation)	(1,400)			2
Distributions	(213)			(207)

Total increase (decrease)	(2,521)			605
Assets under management, end of period	$	24,466		$	23,790
Percentage of total assets under management	24.0		%	27.3		%
Average assets under management	$	25,649		$	23,526

Global/International Real Estate
Assets under management, beginning of period	$	19,380		$	15,214
Inflows	1,556			1,079
Outflows	(780)			(567)
Net inflows (outflows)	776			512
Market appreciation (depreciation)	(775)			709
Distributions	(19)			(14)

Total increase (decrease)	(18)			1,207
Assets under management, end of period	$	19,362		$	16,421
Percentage of total assets under management	19.0		%	18.9		%
Average assets under management	$	18,867		$	15,588

Assets Under Management

By Investment Strategy - continued

(in millions)


	Three Months Ended March 31,
	2022			2021
Global Listed Infrastructure
Assets under management, beginning of period	$	8,763		$	6,729
Inflows	464			679
Outflows	(299)			(74)
Net inflows (outflows)	165			605
Market appreciation (depreciation)	314			315
Distributions	(45)			(45)
Total increase (decrease)	434			875
Assets under management, end of period	$	9,197		$	7,604
Percentage of total assets under management	9.0		%	8.7		%
Average assets under management	$	8,609		$	7,137

Other
Assets under management, beginning of period	$	1,584		$	1,953
Inflows	223			180
Outflows	(57)			(26)
Net inflows (outflows)	166			154
Market appreciation (depreciation)	87			143
Distributions	(8)			(9)

Total increase (decrease)	245			288
Assets under management, end of period	$	1,829		$	2,241
Percentage of total assets under management	1.8		%	2.6		%
Average assets under management	$	1,649		$	2,080

Total
Assets under management, beginning of period	$	106,629		$	79,908
Inflows	7,500			7,470
Outflows	(6,744)			(3,654)
Net inflows (outflows)	756			3,816
Market appreciation (depreciation)	(4,566)			4,006
Distributions	(697)			(690)

Total increase (decrease)	(4,507)			7,132
Assets under management, end of period	$	102,122		$	87,040
Average assets under management	$	101,236		$	82,843

Investment Performance at March 31, 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 March 31, 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 March 31, 2022 increased 17.3% to $102.1 billion from $87.0 billion at March 31, 2021. The increase was due to net inflows of $6.4 billion and market appreciation of $12.4 billion, partially offset by distributions of $3.7 billion. Net inflows included $3.9 billion into U.S. real estate and $2.0 billion into preferred securities. Market appreciation included $8.8 billion from U.S. real estate and $2.4 billion from global/international real estate. Distributions included $2.3 billion from U.S. real estate and $1.0 billion from preferred securities. Our organic growth rate for the twelve months ended March 31, 2022 was 7.3%. The organic growth 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 March 31, 2022 increased 22.2% to $101.2 billion from $82.8 billion for the three months ended March 31, 2021.

Open-end funds

Assets under management in open-end funds at March 31, 2022, which represented 47.1% of total assets under management, increased 24.6% to $48.1 billion from $38.6 billion at March 31, 2021. The increase was due to net inflows of $6.8 billion and market appreciation of $4.7 billion, partially offset by distributions of $2.0 billion. Net inflows included $3.6 billion into U.S. real estate and $1.6 billion into preferred securities. Market appreciation included $4.6 billion from U.S. real estate. Distributions included $1.0 billion from U.S. real estate ($966 million of which was reinvested and included

in net inflows) and $769 million from preferred securities ($581 million of which was reinvested and included in net inflows). Our organic growth rate for open-end funds for the twelve months ended March 31, 2022 was 17.7%.

Average assets under management for open-end funds for the three months ended March 31, 2022 increased 31.2% to $48.1 billion from $36.6 billion for the three months ended March 31, 2021.

Institutional accounts

Assets under management in institutional accounts at March 31, 2022, which represented 40.1% of total assets under management, increased 12.1% to $41.0 billion from $36.5 billion at March 31, 2021. The increase was due to market appreciation of $6.5 billion, partially offset by net outflows of $1.0 billion and distributions of $1.2 billion. Net outflows included $1.0 billion from real assets multi-strategy (included in "Other" in the table on pages 23 and 24). Market appreciation included $3.5 billion from U.S. real estate, $2.2 billion from global/international real estate and $635 million from global listed infrastructure. Distributions included $1.1 billion from U.S. real estate. Our organic decay rate for institutional accounts for the twelve months ended March 31, 2022 was (2.7%).

Average assets under management for institutional accounts for the three months ended March 31, 2022 increased 17.4% to $40.6 billion from $34.6 billion for the three months ended March 31, 2021.

Assets under management in advisory accounts at March 31, 2022, which represented 57.9% of institutional assets under management, increased 17.0% to $23.7 billion from $20.3 billion at March 31, 2021. The increase was due to net inflows $210 million and market appreciation of $3.2 billion. Net inflows included $485 million into global listed infrastructure, $308 million into preferred securities, $290 million into U.S. real estate, $172 million into global/international real estate, partially offset by net outflows of $1.0 billion from real assets multi-strategy (included in "Other" in the table on pages 23 and 24). Market appreciation included $1.4 billion from U.S. real estate, $1.2 billion from global/international real estate and and $447 million from global listed infrastructure. Our organic growth rate for advisory accounts for the twelve months ended March 31, 2022 was 1.0%.

Average assets under management for advisory accounts for the three months ended March 31, 2022 increased 26.2% to $23.9 billion from $18.9 billion for the three months ended March 31, 2021.

Assets under management in Japan subadvisory accounts at March 31, 2022, which represented 26.1% of institutional assets under management, increased 7.7% to $10.7 billion from $9.9 billion at March 31, 2021. The increase was due to market appreciation of $2.4 billion, partially offset by net outflows of $450 million and distributions of $1.2 billion. Net outflows included $448 million from U.S. real estate. Market appreciation included $1.9 billion from U.S. real estate and $444 million from global/international real estate. Distributions included $1.1 billion from U.S. real estate. Our organic decay rate for Japan subadvisory accounts for the twelve months ended March 31, 2022 was (4.5%).

Average assets under management for Japan subadvisory accounts for the three months ended March 31, 2022 increased 7.1% to $10.4 billion from $9.7 billion for the three months ended March 31, 2021.

Assets under management in subadvisory accounts excluding Japan at March 31, 2022, which represented 16.0% of institutional assets under management, increased 3.2% to $6.5 billion from $6.3 billion at March 31, 2021. The increase was due to market appreciation of $968 million, partially offset by net outflows of $765 million. Net outflows included $401 million from global/international real estate and $283 million from global listed infrastructure. Market appreciation included $550 million from global/international real estate and $217 million from U.S. real estate. Our organic decay rate for subadvisory accounts excluding Japan for the twelve months ended March 31, 2022 was (12.1%).

Average assets under management for subadvisory accounts excluding Japan for the three months ended March 31, 2022 increased 5.9% to $6.4 billion from $6.1 billion for the three months ended March 31, 2021.

Closed-end funds

Assets under management in closed-end funds at March 31, 2022, which represented 12.8% of total assets under management, increased 10.0% to $13.1 billion from $11.9 billion at March 31, 2021. The increase was due to net inflows of $576 million and market appreciation of $1.2 billion, partially offset by distributions of $621 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 March 31, 2022 was 4.8%.

Average assets under management for closed-end funds for the three months ended March 31, 2022 increased 8.2% to $12.6 billion from $11.6 billion for the three months ended March 31, 2021.

Summary of Operating Results


	Three Months Ended March 31,
(in thousands, except percentages and per share data)	2022			2021
U.S. GAAP
Revenue	$	154,189		$	125,747
Expenses	$	103,198		$	73,809
Operating income	$	50,991		$	51,938
Non-operating income (loss)	$	5,110		$	4,953
Net income attributable to common stockholders	$	42,018		$	48,852
Diluted earnings per share	$	0.85		$	1.00
Operating margin	33.1		%	41.3		%

As Adjusted (1)
Net income attributable to common stockholders	$	51,152		$	38,629
Diluted earnings per share	$	1.04		$	0.79
Operating margin	44.7		%	42.3		%

_________________________

(1) Please refer to pages 31-32 for reconciliations of U.S. GAAP to as adjusted results.

U.S. GAAP

Three Months Ended March 31, 2022 Compared with Three Months Ended March 31, 2021

Revenue


	Three Months Ended March 31,
(in thousands)	2022		2021		$ Change		% Change
Open-end funds	$	79,665	$	60,603	$	19,062	31.5	%
Institutional accounts	36,683		30,987		$	5,696	18.4	%
Closed-end funds	27,321		25,331		$	1,990	7.9	%
Investment advisory and administration fees	143,669		116,921		$	26,748	22.9	%
Distribution and service fees	9,869		8,272		$	1,597	19.3	%
Other	651		554		$	97	17.5	%
Total revenue	$	154,189	$	125,747	$	28,442	22.6	%

Investment advisory and administration fees increased from the three months ended March 31, 2021, primarily due to higher average assets under management across all three investment vehicles.

•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 67.1 bps for the three months ended March 31, 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 36.3 bps for the three months ended March 31, 2022 and 2021, respectively.

•Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annualized effective fee rate of 88.3 bps and 88.6 bps for the three months ended March 31, 2022 and 2021, respectively.

Expenses


	Three Months Ended March 31,
(in thousands)	2022		2021		$ Change		% Change
Employee compensation and benefits	$	54,743	$	45,762	$	8,981	19.6	%
Distribution and service fees	33,951		16,506		$	17,445	105.7	%
General and administrative	13,510		10,374		$	3,136	30.2	%
Depreciation and amortization	994		1,167		$	(173)	(14.8)	%
Total expenses	$	103,198	$	73,809	$	29,389	39.8	%

Employee compensation and benefits increased from the three months ended March 31, 2021, primarily due to higher incentive compensation of $3.4 million, an increase in amortization of restricted stock units of $2.3 million and higher salaries of $1.2 million.

Distribution and service fees increased from the three months ended March 31, 2021, primarily due to costs of $14.2 million associated with the initial public offering of RLTY and higher average assets under management in U.S. open-end funds.

General and administrative expenses increased from the three months ended March 31, 2021, primarily due to higher information technology and market data expenses of $1.1 million, an increase in organizational and offering costs associated with RLTY of $658,000 and higher travel and entertainment of $386,000.

Operating Margin

Operating margin for the three months ended March 31, 2022 decreased to 33.1% from 41.3% for the three months ended March 31, 2021. The three months ended March 31, 2022 included costs associated with the initial public offering of RLTY. Operating margin represents the ratio of operating income to revenue.

Non-operating Income (Loss)


	Three Months Ended
	March 31, 2022						March 31, 2021
(in thousands)	Seed Investments (1)		Other		Total		Seed Investments (1)		Other		Total
Interest and dividend income—net	$	901	$	(4)	$	897	$	604	$	12	$	616
Gain (loss) from investments—net	3,565		2		3,567		4,485		74		4,559
Foreign currency gain (loss)—net	(295)		941		646		191		(413)		(222)
Total non-operating income (loss)	$	4,171	$	939	$	5,110	$	5,280	$	(327)	$	4,953

_________________________

(1) Seed investments included net income of $4.8 million and $3.6 million attributable to third-party interests in consolidated Company-sponsored funds for the three months ended March 31, 2022 and 2021, respectively.

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 March 31,
	2022		2021
U.S. statutory tax rate	21.0	%	21.0	%
State and local income taxes, net of federal benefit	3.5		4.1
Non-deductible executive compensation	5.2		3.4
Excess tax benefits related to the vesting and delivery of restricted stock units	(11.5)		(10.4)
Unrecognized tax benefit adjustments	—		(10.2)
Other	(0.1)		0.5
Effective income tax rate	18.1	%	8.4	%

As Adjusted

This section discusses as adjusted results. Please refer to pages 31-32 for reconciliations of U.S. GAAP to as adjusted results.

Three Months Ended March 31, 2022 Compared with Three Months Ended March 31, 2021

Revenue

Revenue, as adjusted, for the three months ended March 31, 2022 was $154.3 million, compared with $125.8 million, as adjusted, for the three months ended March 31, 2021.

Revenue, as adjusted, excluded the consolidation of certain of our seed investments for both periods.

Expenses

Expenses, as adjusted, for the three months ended March 31, 2022 were $85.4 million, compared with $72.6 million, as adjusted, for the three months ended March 31, 2021.

Expenses, as adjusted, excluded the following:

•The consolidation of certain of our seed investments for both periods;

•Amounts related to the accelerated vesting of certain restricted stock units for both periods; and

•Costs associated with the initial public offering of RLTY for the three months ended March 31, 2022.

Operating Margin

Operating margin, as adjusted, for the three months ended March 31, 2022 was 44.7%, compared with 42.3%, as adjusted, for the three months ended March 31, 2021.

Non-operating Income (Loss)

Non-operating loss, as adjusted, for the three months ended March 31, 2022 was $273,000, compared with non-operating loss, as adjusted, of $118,000 for the three months ended March 31, 2021.

Non-operating income (loss), as adjusted, excluded the following for both periods:

•Results from our seed investments; and

•Net foreign currency exchange gains and losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

Income Taxes

The effective tax rate, as adjusted, for the three months ended March 31, 2022 was 25.5%, compared with 27.3%, as adjusted, for the three months ended March 31, 2021.

The effective tax rate, as adjusted, excluded the following for both periods:

•Tax effects associated with items noted above; and

•Discrete tax items.

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 March 31,
(in thousands, except per share data)	2022		2021
Net income attributable to common stockholders, U.S. GAAP	$	42,018	$	48,852
Seed investments (1)	1,051		(1,512)
Accelerated vesting of restricted stock units	2,305		1,088
Initial public offering costs (2)	15,239		—


Foreign currency exchange (gains) losses—net (3)	(1,212)		209
Tax adjustments (4)	(8,249)		(10,008)
Net income attributable to common stockholders, as adjusted	$	51,152	$	38,629

Diluted weighted average shares outstanding	49,337		48,709
Diluted earnings per share, U.S. GAAP	$	0.85	$	1.00
Seed investments	0.02		(0.03)
Accelerated vesting of restricted stock units	0.05		0.02
Initial public offering costs	0.31		—


Foreign currency exchange (gains) losses—net	(0.02)		0.01
Tax adjustments	(0.17)		(0.21)
Diluted earnings per share, as adjusted	$	1.04	$	0.79

_________________________

(1) Represents amounts related to the deconsolidation of seed investments in Company-sponsored funds 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 March 31,
(in thousands)	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 March 31,
(in thousands)	2022		2021
Exclusion of tax effects associated with items noted above	$	(4,281)	$	231
Exclusion of discrete tax items	(3,968)		(10,239)
Total tax adjustments	$	(8,249)	$	(10,008)

Reconciliation of U.S. GAAP to As Adjusted Financial Results

Revenue, Expenses, Operating Income and Operating Margin


	Three Months Ended March 31,
(in thousands, except percentages)	2022			2021
Revenue, U.S. GAAP	$	154,189		$	125,747
Seed investments (1)	123			94
Revenue, as adjusted	$	154,312		$	125,841

Expenses, U.S. GAAP	$	103,198		$	73,809
Seed investments (1)	(276)			(96)
Accelerated vesting of restricted stock units	(2,305)			(1,088)
Initial public offering costs (2)	(15,239)			—


Expenses, as adjusted	$	85,378		$	72,625

Operating income, U.S. GAAP	$	50,991		$	51,938
Seed investments (1)	399			190
Accelerated vesting of restricted stock units	2,305			1,088
Initial public offering costs (2)	15,239			—


Operating income, as adjusted	$	68,934		$	53,216

Operating margin, U.S. GAAP	33.1		%	41.3		%
Operating margin, as adjusted	44.7		%	42.3		%

_________________________

(1) Represents amounts related to the deconsolidation of seed investments in Company-sponsored funds.

(2) Represents costs associated with the initial public offering of RLTY. Costs are summarized in the following table:


	Three Months Ended March 31,
(in thousands)	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 March 31,
(in thousands)	2022		2021
Non-operating income (loss), U.S. GAAP	$	5,110	$	4,953
Seed investments (1)	(4,171)		(5,280)
Foreign currency exchange (gains) losses—net (2)	(1,212)		209
Non-operating income (loss), as adjusted	$	(273)	$	(118)

_________________________

(1) Represents amounts related to the deconsolidation of seed investments in Company-sponsored funds 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 capital structure that supports our business strategies and maintains the appropriate amount of liquidity at all times. Furthermore, we currently expect cash flows from operations to be more than adequate to fund our present and reasonably foreseeable future commitments for investing and financing activities.

Net Liquid Assets

Our current financial condition is highly liquid and is primarily comprised of cash and cash equivalents, U.S. Treasury securities, if any, 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)	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	84,817	$	184,373
U.S. Treasury securities	29,945		—
Liquid seed investments—net	63,432		62,679
Other current assets	90,178		84,533
Current liabilities	(71,559)		(118,888)
Net liquid assets	$	196,813	$	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 three months ended March 31, 2022, we paid aggregate costs of $15.2 million associated with the initial public offering of RLTY. We also funded an additional $18.0 million of our up to $50.0 million investment commitment in the Cohen & Steers Real Estate Opportunities Fund, L.P. (REOF) during the quarter. 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 are presented net of redeemable noncontrolling interests.

Other current assets

Other current assets primarily represent investment advisory and administration fees receivable. At March 31, 2022, institutional accounts comprised 52.0% of total accounts receivable, while open-end and closed-end funds, together, comprised 47.1% 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 March 31, 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:


	Three Months Ended March 31,
(in thousands)	2022		2021
Cash Flow Data:
Net cash provided by (used in) operating activities	$	(106,449)	$	8,913
Net cash provided by (used in) investing activities	(30,372)		39,200
Net cash provided by (used in) financing activities	38,648		(34,495)
Net increase (decrease) in cash and cash equivalents	(98,173)		13,618
Effect of foreign exchange rate changes on cash and cash equivalents	(1,383)		(133)
Cash and cash equivalents, beginning of the period	184,373		41,232
Cash and cash equivalents, end of the period	$	84,817	$	54,717

We expect that cash flows provided by operating activities will provide sufficient liquidity to meet our obligations and continue to serve as our principal source of working capital for the foreseeable future.

Cash and cash equivalents decreased by $98.2 million, excluding the effect of foreign exchange rate changes, for the three months ended March 31, 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 used in operating activities was $106.4 million for the three months ended March 31, 2022, which included net investment purchases of $100.8 million resulting from the consolidation of certain Company-sponsored funds and costs of $15.2 million associated with the initial public offering of RLTY. Net cash used in investing activities was $30.4 million, which included purchases of U.S. Treasury securities held for corporate purposes of $29.9 million. Net cash provided by financing activities was $38.6 million, including net contributions from redeemable noncontrolling interests of $90.7 million, partially offset by dividends paid to stockholders of $26.8 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $25.6 million.

Cash and cash equivalents increased by $13.6 million, excluding the effect of foreign exchange rate changes, for the three months ended March 31, 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 $8.9 million for the three months ended March 31, 2021. Net cash provided by investing activities was $39.2 million, which included $41.7 million of proceeds from sales 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 $2.3 million. Net cash used in financing activities was $34.5 million, including dividends paid to stockholders of $21.7 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $21.3 million, partially offset by net contributions from redeemable noncontrolling interests of $8.1 million.

Contractual Obligations, Commitments and Contingencies

The following table summarizes our contractual obligations at March 31, 2022:


(in thousands)	2022		2023		2024		2025		2026 and after		Total
Operating leases	$	9,245	$	11,885	$	1,121	$	—	$	—	$	22,251
Purchase obligations (1)	4,306		4,744		3,088		2,474		2,385		16,997
Other liability (2)	665		1,246		1,662		2,077		—		5,650
Total	$	14,216	$	17,875	$	5,871	$	4,551	$	2,385	$	44,898

_________________________

(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.

Investment Commitments

We have committed to invest up to $50.0 million in REOF. As of March 31, 2022, we had funded $21.1 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 May 5, 2022, we declared a quarterly dividend on our common stock in the amount of $0.55 per share. This dividend will be payable on May 26, 2022 to stockholders of record at the close of business on May 16, 2022.

Critical Accounting Estimates

A complete discussion of our critical accounting estimates is included in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2021. There were no changes to the Company’s accounting estimates for the three months ended March 31, 2022.

Recently Issued Accounting Pronouncements

During the preparation of our condensed consolidated financial statements, we evaluated all newly issued accounting guidance and concluded none of the new guidance is applicable to our financial position or results of operations as of March 31, 2022.

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.

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 that 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 March 31, 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	$	63,432	$	(26,608)	$	36,824	$	40,506	$	33,142
Illiquid seed investments—net	$	18,637	$	—	$	18,637	$	20,501	$	16,773

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 March 31, 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 10, 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 March 31, 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
January 1 through January 31, 2022	311,932	$	81.66	—	—
February 1 through February 28, 2022	1,361	$	80.77	—	—
March 1 through March 31, 2022	27	$	77.45	—	—
Total	313,320	$	81.66	—	—

_________________________

(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 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	—	Form of Amended and Restated Bylaws of the Company (2)

4.1	—	Specimen Common Stock Certificate (3)

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 March 31, 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, 2008.

(3)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:

May 6, 2022

Cohen & Steers, Inc.

/s/ Matthew S. Stadler

Name: Matthew S. Stadler

Title: Executive Vice President & Chief Financial Officer

Date:

May 6, 2022

Cohen & Steers, Inc.

/s/ Elena Dulik

Name: Elena Dulik

Title: Senior Vice President & Chief Accounting Officer