cns-20210930

________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021


☐			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. (Check one):

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, $0.01 par value, outstanding as of November 1, 2021 was 48,257,022.

COHEN & STEERS, INC. AND SUBSIDIARIES

Form 10-Q

Index


		Page
Part I.	Financial Information

Item 1.	Financial Statements	1

	Condensed Consolidated Statements of Financial Condition (Unaudited)	1

	Condensed Consolidated Statements of Operations (Unaudited)	2

	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	3

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

	Condensed Consolidated Statements of Cash Flows (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39

Item 4.	Controls and Procedures	40

Part II.	Other Information *

Item 1.	Legal Proceedings	41

Item 1A.	Risk Factors	41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 6.	Exhibits	42

Signatures		43

* 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, 2020 (the Form 10-K), which is accessible on the Securities and Exchange Commission's website at www.sec.gov and on our website at www.cohenandsteers.com. These factors are not exhaustive and should be read in conjunction with the other cautionary statements that are included in this report, the Form 10-K and our other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

PART I—Financial Information

Item 1. Financial Statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(in thousands, except share data)


	September 30, 2021		December 31, 2020
Assets:
Cash and cash equivalents	$	168,472	$	41,232
Investments ($101,046 and $80,743) (1)	138,044		154,978
Accounts receivable	89,142		69,680
Due from brokers ($779 and $223) (1)	3,251		5,125
Property and equipment—net	9,055		10,341
Operating lease right-of-use assets—net	24,293		31,203
Goodwill and intangible assets—net	19,897		20,495

Other assets ($665 and $637) (1)	16,439		15,399
Total assets	$	468,593	$	348,453


Liabilities:
Accrued compensation and benefits	$	64,228	$	56,384
Distribution and service fees payable	11,271		7,748
Operating lease liabilities	27,110		34,926
Income tax payable	21,065		12,672
Due to brokers ($1,604 and $128) (1)	2,654		501
Other liabilities and accrued expenses ($227 and $326) (1)	11,692		11,318
Total liabilities	138,020		123,549
Commitments and contingencies (See Note 10)
Redeemable noncontrolling interests	66,032		50,665
Stockholders' equity:
Common stock, $0.01 par value; 500,000,000 shares authorized; 54,238,309 and 53,462,621 shares issued at September 30, 2021 and December 31, 2020, respectively	542		535
Additional paid-in capital	703,790		670,142
Accumulated deficit	(211,676)		(291,542)
Accumulated other comprehensive loss	(5,986)		(4,134)
Treasury stock, at cost, 5,984,959 and 5,674,510 shares at September 30, 2021 and December 31, 2020, respectively	(222,129)		(200,762)
Total stockholders' equity	264,541		174,239
Total liabilities, redeemable noncontrolling interests and stockholders' equity	$	468,593	$	348,453

_________________________

(1) Asset and liability amounts in parentheses represent the aggregated balances at September 30, 2021 and December 31, 2020 attributable to variable interest entities consolidated by the Company. Refer to Note 4 for further discussion.

See notes to condensed consolidated financial statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue:
Investment advisory and administration fees	$	143,638	$	103,160	$	394,907	$	287,097
Distribution and service fees	9,900		7,572		27,371		22,285
Other	649		427		1,925		1,694
Total revenue	154,187		111,159		424,203		311,076
Expenses:
Employee compensation and benefits	53,092		41,060		152,095		113,997
Distribution and service fees	19,906		14,642		55,260		41,264
General and administrative	11,981		11,006		33,821		45,320
Depreciation and amortization	977		1,144		3,161		3,524
Total expenses	85,956		67,852		244,337		204,105
Operating income (loss)	68,231		43,307		179,866		106,971
Non-operating income (loss):
Interest and dividend income—net	719		694		2,172		2,736
Gain (loss) from investments—net	(418)		3,279		11,919		(11,431)
Foreign currency gain (loss)—net	945		(742)		644		36
Total non-operating income (loss)	1,246		3,231		14,735		(8,659)
Income before provision for income taxes	69,477		46,538		194,601		98,312
Provision for income taxes	18,090		12,532		38,378		24,076
Net income	51,387		34,006		156,223		74,236
Net (income) loss attributable to redeemable noncontrolling interests	96		(2,102)		(9,309)		6,760
Net income attributable to common stockholders	$	51,483	$	31,904	$	146,914	$	80,996

Earnings per share attributable to common stockholders:
Basic	$	1.06	$	0.67	$	3.04	$	1.70
Diluted	$	1.05	$	0.66	$	3.00	$	1.67
Dividends declared per share	$	0.45	$	0.39	$	1.35	$	1.17
Weighted average shares outstanding:
Basic	48,386		47,855		48,273		47,778
Diluted	49,262		48,681		48,976		48,588

See notes to condensed consolidated financial statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income	$	51,387	$	34,006	$	156,223	$	74,236
Net (income) loss attributable to redeemable noncontrolling interests	96		(2,102)		(9,309)		6,760
Net income attributable to common stockholders	51,483		31,904		146,914		80,996
Other comprehensive income (loss):
Foreign currency translation gain (loss)	(1,456)		1,357		(1,852)		261
Total comprehensive income attributable to common stockholders	$	50,027	$	33,261	$	145,062	$	81,257

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 September 30, 2021
	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Stockholders' Equity		Redeemable Noncontrolling Interests
July 1, 2021	$	542	$	692,719	$	(240,744)	$	(4,530)	$	(222,099)	$	225,888	$	66,081
Dividends ($0.45 per share)	—		—		(22,415)		—		—		(22,415)		—
Issuance of common stock	—		267		—		—		—		267		—
Repurchase of common stock	—		—		—		—		(30)		(30)		—
Issuance of restricted stock units—net	—		1,321		—		—		—		1,321		—
Amortization of restricted stock units	—		9,702		—		—		—		9,702		—
Forfeitures of restricted stock units	—		(219)		—		—		—		(219)		—
Net income (loss)	—		—		51,483		—		—		51,483		(96)
Other comprehensive income (loss)	—		—		—		(1,456)		—		(1,456)		—
Net contributions (distributions) attributable to redeemable noncontrolling interests	—		—		—		—		—		—		47

September 30, 2021	$	542	$	703,790	$	(211,676)	$	(5,986)	$	(222,129)	$	264,541	$	66,032

	Three Months Ended September 30, 2020
	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Stockholders' Equity		Redeemable Noncontrolling Interests
July 1, 2020	$	535	$	652,579	$	(231,409)	$	(7,422)	$	(200,740)	$	213,543	$	43,073
Dividends ($0.39 per share)	—		—		(19,138)		—		—		(19,138)		—
Issuance of common stock	—		225		—		—		—		225		—
Repurchase of common stock	—		—		—		—		(22)		(22)		—
Issuance of restricted stock units—net	—		652		—		—		—		652		—
Amortization of restricted stock units	—		7,247		—		—		—		7,247		—
Forfeitures of restricted stock units	—		(14)		—		—		—		(14)		—
Net income (loss)	—		—		31,904		—		—		31,904		2,102
Other comprehensive income (loss)	—		—		—		1,357		—		1,357		—
Net contributions (distributions) attributable to redeemable noncontrolling interests	—		—		—		—		—		—		245

September 30, 2020	$	535	$	660,689	$	(218,643)	$	(6,065)	$	(200,762)	$	235,754	$	45,420

See notes to condensed consolidated financial statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND

REDEEMABLE NONCONTROLLING INTERESTS (Unaudited)—(Continued)

(in thousands, except per share data)


	Nine Months Ended September 30, 2021
	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Stockholders' Equity		Redeemable Noncontrolling Interests
January 1, 2021	$	535	$	670,142	$	(291,542)	$	(4,134)	$	(200,762)	$	174,239	$	50,665
Dividends ($1.35 per share)	—		—		(67,048)		—		—		(67,048)		—
Issuance of common stock	7		1,001		—		—		—		1,008		—
Repurchase of common stock	—		—		—		—		(21,367)		(21,367)		—
Issuance of restricted stock units—net	—		3,754		—		—		—		3,754		—
Amortization of restricted stock units	—		29,319		—		—		—		29,319		—
Forfeitures of restricted stock units	—		(426)		—		—		—		(426)		—
Net income (loss)	—		—		146,914		—		—		146,914		9,309
Other comprehensive income (loss)	—		—		—		(1,852)		—		(1,852)		—
Net contributions (distributions) attributable to redeemable noncontrolling interests	—		—		—		—		—		—		6,058

September 30, 2021	$	542	$	703,790	$	(211,676)	$	(5,986)	$	(222,129)	$	264,541	$	66,032

	Nine Months Ended September 30, 2020
	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Stockholders' Equity		Redeemable Noncontrolling Interests
January 1, 2020	$	527	$	636,788	$	(242,461)	$	(6,326)	$	(174,825)	$	213,703	$	53,412
Dividends ($1.17 per share)	—		—		(57,178)		—		—		(57,178)		—
Issuance of common stock	8		827		—		—		—		835		—
Repurchase of common stock	—		—		—		—		(25,937)		(25,937)		—
Issuance of restricted stock units—net	—		1,721		—		—		—		1,721		—
Amortization of restricted stock units	—		21,398		—		—		—		21,398		—
Forfeitures of restricted stock units	—		(45)		—		—		—		(45)		—
Net income (loss)	—		—		80,996		—		—		80,996		(6,760)
Other comprehensive income (loss)	—		—		—		261		—		261		—
Net contributions (distributions) attributable to redeemable noncontrolling interests	—		—		—		—		—		—		(1,232)

September 30, 2020	$	535	$	660,689	$	(218,643)	$	(6,065)	$	(200,762)	$	235,754	$	45,420

See notes to condensed consolidated financial statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)


	Nine Months Ended September 30,
	2021		2020
Cash flows from operating activities:
Net income	$	156,223	$	74,236
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation expense—net	30,993		22,002

Depreciation and amortization	12,046		9,430


(Gain) loss from investments—net	(11,919)		11,431
Deferred income taxes	1,813		43
Foreign currency (gain) loss	2,445		(559)
Changes in operating assets and liabilities:
Accounts receivable	(21,907)		(7,434)
Due from brokers	1,970		(700)
Deferred commissions	(1,120)		(1,075)
Investments within consolidated Company-sponsored funds	(9,784)		545
Other assets	(197)		(1,194)
Accrued compensation and benefits	7,844		(12,296)
Distribution and service fees payable	3,523		(596)
Operating lease liabilities	(8,621)		(5,680)
Due to brokers	2,056		(73)
Income tax payable	8,447		1,246
Other liabilities and accrued expenses	(2,846)		(2,138)
Net cash provided by (used in) operating activities	170,966		87,188
Cash flows from investing activities:

Purchases of investments	(44,399)		(58,679)
Proceeds from sales and maturities of investments	83,547		51,059
Purchases of property and equipment	(1,880)		(1,962)

Net cash provided by (used in) investing activities	37,268		(9,582)
Cash flows from financing activities:
Issuance of common stock—net	856		710
Repurchase of common stock	(21,367)		(25,937)
Dividends to stockholders	(65,224)		(55,971)
Distributions to redeemable noncontrolling interests	(5,528)		(5,774)
Contributions from redeemable noncontrolling interests	11,586		4,542
Net cash provided by (used in) financing activities	(79,677)		(82,430)
Net increase (decrease) in cash and cash equivalents	128,557		(4,824)
Effect of foreign exchange rate changes on cash and cash equivalents	(1,317)		(223)
Cash and cash equivalents, beginning of the period	41,232		101,352
Cash and cash equivalents, end of the period	$	168,472	$	96,305

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 nine months ended September 30, 2021, the Company paid taxes of approximately $28.1 million. During the nine months ended September 30, 2020, the Company paid taxes of approximately $25.4 million and received tax refunds of approximately $2.7 million.

Supplemental disclosures of non-cash investing and financing activities:

In connection with its stock incentive plan, the Company recorded restricted stock unit dividend equivalents, net of forfeitures, in the amount of approximately $1.8 million and $1.2 million for the nine months ended September 30, 2021 and 2020, respectively. These amounts are included in the issuance of restricted stock units and 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 Asia Limited (CSAL), Cohen & Steers UK Limited (CSUK), Cohen & Steers Japan Limited (CSJL) and Cohen & Steers Ireland Limited (CSIL) (collectively, the Company).

The Company is a leading 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, 2020.

Recently Adopted Accounting Pronouncements—In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The standard is intended to simplify various aspects related to income taxes and removes certain exceptions to the general principles in Topic 740. This new guidance became effective on January 1, 2021. The Company's adoption of the new standard did not have a material effect on its condensed consolidated financial statements and related disclosures.

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 to conform with the current period presentation, primarily related to accrued employee benefits which were reclassified from other liabilities and accrued expenses to accrued compensation and benefits on the Company's condensed consolidated statements of financial condition and cash flows.

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. In performing this analysis, all of the Company's management fees are commensurate and at market and are therefore not considered variable interests.

A VIE is an entity in which either (i) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or (ii) 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 (i) the power to direct the activities of the VIE that most significantly affect its performance, and (ii) 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

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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.

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 balance represents 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, which generally represent listed equity securities held within the consolidated Company-sponsored funds, listed equity securities held directly for the purpose of establishing performance track records and seed investments in Company-sponsored open-end funds where the Company has neither control nor the ability to exercise significant influence.

•Trading investments, which generally represent debt securities held within the consolidated Company-sponsored funds and listed debt securities held directly for the purpose of establishing performance track records.

•Held-to-maturity investments generally represent corporate investments in U.S. Treasury securities recorded at amortized cost. Under the current expected credit loss model, any expected credit losses are recognized as an allowance, which represents an adjustment to the amortized costs basis. The Company did not hold any held-to-maturity investments at September 30, 2021.

•Equity method investments, which generally represent seed investments in Company-sponsored funds in which the Company owns between 20-50% of the outstanding voting interests or when it is determined that 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 condensed consolidated statements of operations. The fair values of these instruments are recorded in other assets or other liabilities and accrued expenses on the Company's condensed consolidated statements of financial condition.

Additionally, from time to time, the Company, including the consolidated 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

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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 and these leases 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 an incremental borrowing rate based on the information available as of lease commencement dates in determining the present value of lease payments. The operating lease ROU assets reflect any upfront lease payments made as well as lease incentives received. The lease terms may include options to extend or terminate the lease and these are factored into the determination of the ROU asset and lease liability at lease inception when and if it is reasonably certain that the Company will exercise that option. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term.

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 asset.

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 and represents variable consideration as it is based on assets under management which fluctuate daily. 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).

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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 (i) assistance in connection with the distribution of the Company's sponsored open-end funds' shares and (ii) 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 assets under management of certain share classes of certain of the funds.

Shareholder servicing fees represent payments made to qualified intermediaries for shareholder account service and maintenance. These services are provided pursuant to written agreements with such qualified institutions. Shareholder servicing fees are generally based on average 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 the average 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 condensed consolidated statement of financial condition date. Revenue and expenses of such subsidiaries are translated at average exchange rates during the period. The gains or losses resulting from translating non-U.S. dollar functional currency into U.S. dollars are included in the Company's condensed consolidated statements of comprehensive income. The cumulative translation adjustment was $(6.0) million and $(4.1) million at September 30, 2021 and December 31, 2020, 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 within non-operating income (loss) 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).

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

3. Revenue

The following tables summarize revenue recognized from contracts with customers by client domicile and by investment vehicle:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Client domicile:
North America	$	134,243	$	91,298	$	368,685	$	263,712
Japan	9,960		8,011		28,021		23,913
Europe, Middle East and Africa	6,593		8,837		17,869		14,830
Asia Pacific excluding Japan	3,391		3,013		9,628		8,621
Total	$	154,187	$	111,159	$	424,203	$	311,076


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Investment vehicle:
Open-end funds (1)	$	88,026	$	59,603	$	237,082	$	170,027
Institutional accounts	38,039		32,880		106,407		85,239
Closed-end funds	28,122		18,676		80,714		55,810

Total	$	154,187	$	111,159	$	424,203	$	311,076

________________________

(1) Included distribution and service fees and other revenue for the periods presented.

4. Investments

The following table summarizes the Company's investments -


(in thousands)	September 30, 2021		December 31, 2020
Equity investments at fair value	$	108,850	$	94,089
Trading	29,179		18,700
Held-to-maturity carried at amortized cost (1)	—		41,648
Equity method	15		541
Total investments	$	138,044	$	154,978

_________________________

(1) At December 31, 2020, held-to-maturity investments comprised of U.S. Treasury securities had a fair value of approximately $41.7 million. These securities would have been classified as level 2 within the fair value hierarchy if carried at fair value.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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):


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Net realized gains (losses) during the period	$	2,274	$	(177)	$	6,730	$	(5,598)
Net unrealized gains (losses) during the period on investments still held at the end of the period	(2,692)		3,456		5,189		(5,833)
Gain (loss) from investments—net (1)	$	(418)	$	3,279	$	11,919	$	(11,431)

________________________

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

At September 30, 2021 and December 31, 2020, 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 SICAV Diversified Real Assets Fund (SICAV RAP) and the Cohen & Steers Co-Investment Partnership, L.P. (GRP-CIP).

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


	September 30, 2021
(in thousands)	GLI SICAV		SICAV GRE		SICAV RAP		GRP-CIP		Total
Assets (1)
Investments	$	7,697	$	50,497	$	42,607	$	245	$	101,046
Due from brokers	4		303		405		67		779
Other assets	32		183		450		—		665
Total assets	$	7,733	$	50,983	$	43,462	$	312	$	102,490

Liabilities (1)
Due to brokers	$	25	$	303	$	1,276	$	—	$	1,604
Other liabilities and accrued expenses	29		102		91		5		227
Total liabilities	$	54	$	405	$	1,367	$	5	$	1,831


	December 31, 2020
(in thousands)	GLI SICAV		SICAV GRE		SICAV RAP		GRP-CIP		Total
Assets (1)
Investments	$	7,140	$	39,672	$	33,654	$	277	$	80,743
Due from brokers	69		45		52		57		223
Other assets	44		359		234		—		637
Total assets	$	7,253	$	40,076	$	33,940	$	334	$	81,603

Liabilities (1)
Due to brokers	$	27	$	40	$	61	$	—	$	128
Other liabilities and accrued expenses	29		211		81		5		326
Total liabilities	$	56	$	251	$	142	$	5	$	454

_________________________

(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.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

5. Fair Value

Accounting Standards Codification Topic 820, Fair Value Measurement (ASC 820) specifies a hierarchy of valuation classifications based on whether the inputs to the valuation techniques used in each valuation classification are observable or unobservable. These classifications are summarized in the three broad levels listed below:

•Level 1—Unadjusted quoted prices for identical instruments in active markets.

•Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable.

•Level 3—Valuations derived from valuation techniques in which significant inputs or significant value drivers are unobservable.

Inputs used to measure fair value might fall in different levels of the fair value hierarchy, in which case the Company defaults to the lowest level input that is significant to the fair value measurement in its entirety. These levels are not necessarily an indication of the risk or liquidity associated with the investments.

The following tables present fair value measurements:


	September 30, 2021
(in thousands)	Level 1		Level 2		Level 3		Investments Measured at NAV (1)		Total
Cash equivalents	$	147,333	$	—	$	—	$	—	$	147,333
Equity investments at fair value:
Common stocks	$	106,113	$	115	$	—	$	—	$	106,228
Company-sponsored funds	96		—		—		—		96
Limited partnership interests	967		—		—		245		1,212
Preferred securities	1,176		5		—		—		1,181
Other	—		—		—		133		133
Total	$	108,352	$	120	$	—	$	378	$	108,850
Trading investments:
Fixed income	$	—	$	29,179	$	—	$	—	$	29,179

Equity method investments	$	—	$	—	$	—	$	15	$	15

Total investments	$	108,352	$	29,299	$	—	$	393	$	138,044

Derivatives - assets:
Futures - commodities	$	1,476	$	—	$	—	$	—	$	1,476
Total return swaps - commodities (2)	—		199		—		—		199
Total return swaps - equities	—		569		—		—		569
Forward contracts - foreign exchange	—		288		—		—		288
Total	$	1,476	$	1,056	$	—	$	—	$	2,532
Derivatives - liabilities:
Futures - commodities	$	554	$	—	$	—	$	—	$	554
Total return swaps - commodities	—		435		—		—		435


Total	$	554	$	435	$	—	$	—	$	989

________________________

(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, 2020
(in thousands)	Level 1		Level 2		Level 3		Investments Measured at NAV (1)		Investments Carried at Amortized Cost		Total
Cash equivalents	$	23,372	$	—	$	—	$	—	$	—	$	23,372
Equity investments at fair value:
Common stocks	$	91,614	$	—	$	—	$	—	$	—	$	91,614
Company-sponsored funds	246		—		—		—		—		246
Limited partnership interests	831		—		—		277		—		1,108
Preferred securities	983		12		—		—		—		995
Other	—		—		—		126		—		126
Total	$	93,674	$	12	$	—	$	403	$	—	$	94,089
Trading investments:
Fixed income	$	—	$	18,700	$	—	$	—	$	—	$	18,700
Held-to-maturity investments	$	—	$	—	$	—	$	—	$	41,648	$	41,648
Equity method investments	$	—	$	—	$	—	$	541	$	—	$	541

Total investments	$	93,674	$	18,712	$	—	$	944	$	41,648	$	154,978

Derivatives - assets:
Futures - commodities	$	1,012	$	—	$	—	$	—	$	—	$	1,012



Derivatives - liabilities:
Futures - commodities	$	416	$	—	$	—	$	—	$	—	$	416
Total return swaps - commodities	—		136		—		—		—		136
Total return swaps - equities	—		1,562		—		—		—		1,562
Forward contracts - foreign exchange	—		345		—		—		—		345
Total	$	416	$	2,043	$	—	$	—	$	—	$	2,459

________________________

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

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 and preferred securities with predominately equity-like characteristics 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. Fair values for the preferred securities classified as level 2 were generally determined using third-party pricing services. The pricing services may utilize pricing models, and inputs into those models may include reported trades, executable bid and ask prices, broker-dealer quotations, prices or yields of similar securities, benchmark curves and other market information. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security.

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. These investments were comprised of:

•Equity investments at fair value - included limited partner interests in limited partnership vehicles that invest in non-registered real estate funds and the Company's co-investment in a Cayman trust invested in global listed infrastructure securities (which is included in "Other" in the leveling table), both of which are valued based on the NAVs of the underlying investments. At September 30, 2021 and December 31, 2020, the Company did not have the ability to redeem the interests in the limited partnership vehicles; there were no contractual restrictions on the Company's ability to redeem its interest in the Cayman trust.

•Equity method investments - included the Company's partnership interest in the Cohen & Steers Global Realty Partners III-TE, L.P. (GRP-TE) at September 30, 2021 and December 31, 2020. GRP-TE invests in non-registered real estate funds. The Company's ownership interest was approximately 0.2% and the Company did not have the ability to redeem the investment at either September 30, 2021 or December 31, 2020. In addition, at December 31, 2020, the Cohen & Steers Global Realty Focus Fund (GRF), a series of Cohen & Steers Series LP was included. During the first quarter of 2021, GRF was redeemed.

Held-to-maturity investments at December 31, 2020 were comprised of U.S. Treasury securities, which were directly issued by the U.S. government. These securities were purchased with the intent to hold to maturity and were recorded at amortized cost.

Investments measured at NAV as a practical expedient and investments carried at amortized cost 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.

Valuation Techniques

In certain instances, debt, equity and preferred 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, which are generally immaterial, are valued 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 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 September 30, 2021
	Notional Amount				Fair Value (1)
(in thousands)	Long		Short		Assets		Liabilities
Corporate derivatives:
Futures - commodities	$	17,493	$	5,547	$	1,476	$	554
Total return swaps - commodities	—		11,690		—		435
Total return swaps - equities	—		22,214		569		—
Forward contracts - foreign exchange	—		19,760		288		—
Total corporate derivatives	$	17,493	$	59,211	$	2,333	$	989
Derivatives held by consolidated Company-sponsored funds:
Total return swaps - commodities	9,128		—		199		—


Total	$	26,621	$	59,211	$	2,532	$	989


	As of December 31, 2020
	Notional Amount				Fair Value (1)
(in thousands)	Long		Short		Assets		Liabilities
Corporate derivatives:
Futures - commodities	$	13,624	$	4,257	$	1,012	$	416
Total return swaps - commodities	—		9,598		—		136
Total return swaps - equities	—		17,688		—		1,562
Forward contracts - foreign exchange	—		14,061		—		345
Total	$	13,624	$	45,604	$	1,012	$	2,459

________________________

(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.

Our corporate derivatives include:

•Future commodity contracts utilized to gain exposure in the commodities market for the purpose of establishing a performance track record;

•Total return swap commodity contracts utilized as economic hedges to reduce the overall risk of the Company's market exposure to seed investments in commodity futures;

•Total return swap equity contracts utilized to economically hedge a portion of the market risk of certain other seed investments; and

•Forward foreign exchange contracts 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.

Cash included in due from brokers on the condensed consolidated statements of financial condition of $2.4 million and $4.9 million at September 30, 2021 and December 31, 2020, respectively, was held as collateral for corporate derivatives including futures, forward and swap contracts. U.S. Treasury securities included in investments on the condensed consolidated statements of financial condition of $1.5 million at both September 30, 2021 and December 31, 2020, respectively, were held as collateral for corporate derivatives including futures and swap contracts. At September 30, 2021 and December 31, 2020, the Company had $0.9 million and $0.4 million, respectively, of cash collateral payable to trade counterparties. This obligation to return cash is included in due to brokers on the condensed consolidated statements of financial condition. There was no collateral required for the non-corporate derivatives at September 30, 2021.

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 September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Corporate derivatives:
Futures - commodities	$	813	$	740	$	2,981	$	(949)
Total return swaps - commodities	(748)		(708)		(2,741)		1,052
Total return swaps - equities	100		(45)		(2,408)		(45)
Forward contracts - foreign exchange	156		(242)		633		(309)
Total corporate derivatives	$	321	$	(255)	$	(1,535)	$	(251)
Derivatives held by consolidated Company-sponsored funds:
Total return swaps - commodities	619		—		1,691		—

Total (1)	$	940	$	(255)	$	156	$	(251)

________________________

(1) Gains and losses on futures and total return swap contracts are recorded in gain (loss) from investments—net in the Company's condensed consolidated statements of operations. Gains and losses on forward foreign exchange contracts are recorded in foreign currency gain (loss)—net in the Company's condensed consolidated statements of operations.

7. Earnings Per Share

Basic earnings per share is calculated by dividing net income attributable to common stockholders by the weighted average shares outstanding. Diluted earnings per share is calculated by dividing net income attributable to common stockholders by the total weighted average shares of common stock outstanding and common stock equivalents determined using the treasury stock method. Common stock equivalents are comprised of dilutive potential shares from restricted stock unit awards and are excluded from the computation if their effect is anti-dilutive.

The following table reconciles income and share data used in the basic and diluted earnings per share computations:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2021		2020		2021		2020
Net income	$	51,387	$	34,006	$	156,223	$	74,236
Net (income) loss attributable to redeemable noncontrolling interests	96		(2,102)		(9,309)		6,760
Net income attributable to common stockholders	$	51,483	$	31,904	$	146,914	$	80,996
Basic weighted average shares outstanding	48,386		47,855		48,273		47,778
Dilutive potential shares from restricted stock units	876		826		703		810
Diluted weighted average shares outstanding	49,262		48,681		48,976		48,588

Basic earnings per share attributable to common stockholders	$	1.06	$	0.67	$	3.04	$	1.70
Diluted earnings per share attributable to common stockholders	$	1.05	$	0.66	$	3.00	$	1.67

Anti-dilutive common stock equivalents excluded from the calculation	—		16		—		—

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 September 30, 2021 was approximately 26.0%, compared with approximately 28.2% for the three months ended September 30, 2020. The effective tax rate for the three months ended September 30, 2021 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign income taxes and limitations on the deductibility of executive compensation, partially offset by the cumulative effect of a change in the Company’s estimated effective tax rate

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

for the year. The effective tax rate for the three months ended September 30, 2020 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign income taxes and limitations on the deductibility of executive compensation.

The effective tax rate for the nine months ended September 30, 2021 was approximately 20.7%, compared with approximately 22.9% for the nine months ended September 30, 2020. The effective tax rate for the nine months ended September 30, 2021 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign income taxes and limitations on the deductibility of executive compensation. These were more than offset by the reversal of certain liabilities associated with unrecognized tax benefits and the tax effect associated with the appreciated value of the restricted stock units delivered in January 2021. The effective tax rate for the nine months ended September 30, 2020 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign income taxes and limitations on the deductibility of executive compensation. These were partially offset by the tax effect associated with the appreciated value of the restricted stock units delivered in January 2020.

Deferred income taxes represent the tax effects of the 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 was 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 September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Investment advisory and administration fees (1)	$	103,426	$	69,124	$	283,480	$	198,501
Distribution and service fees	9,900		7,572		27,371		22,285
Total	$	113,326	$	76,696	$	310,851	$	220,786

_________________________

(1) Investment advisory and administration fees are reflected net of fund reimbursements of $4.2 million and $3.3 million for the three months ended September 30, 2021 and 2020, respectively, and $11.5 million and $9.4 million for the nine months ended September 30, 2021 and 2020, respectively.

Included in accounts receivable at September 30, 2021 and December 31, 2020 are receivables due from Company-sponsored funds of $38.5 million and $30.2 million, respectively. Included in accounts payable at September 30, 2021 and December 31, 2020 are payables due to Company-sponsored funds of $0.8 million and $0.6 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.

The Company has committed to invest up to $50.0 million in the Cohen & Steers Real Estate Opportunities Fund, L.P. As of September 30, 2021, the Company had not yet funded any portion of this commitment.

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.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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 November 4, 2021, the Company declared quarterly and special cash dividends on its common stock in the amount of $0.45 and $1.25 per share, respectively. The dividends will be payable on November 30, 2021 to stockholders of record at the close of business on November 15, 2021.

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

Set forth on the following pages is management's discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2021 and 2020. 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 leading 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 management and institutional. Our wealth management 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 is derived from fees received from our clients, including fees for managing or subadvising client accounts as well as investment advisory, administration, distribution and service fees received from Company-sponsored open-end and closed-end funds. Our fees are based on contractually specified rates applied to the value of the assets we manage and, in certain cases, investment performance. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of market appreciation or depreciation, contributions or withdrawals from investor accounts and distributions. This revenue is recognized over the period that the assets are managed.

Assets Under Management

By Investment Vehicle

(in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Institutional Accounts
Assets under management, beginning of period	$	40,156		$	28,867		$	33,255		$	31,813
Inflows	1,380			1,936			5,541			6,103
Outflows	(1,996)			(1,337)			(4,198)			(3,321)
Net inflows (outflows)	(616)			599			1,343			2,782
Market appreciation (depreciation)	102			1,273			5,657			(3,206)
Distributions	(295)			(359)			(908)			(1,009)

Total increase (decrease)	(809)			1,513			6,092			(1,433)
Assets under management, end of period	$	39,347		$	30,380		$	39,347		$	30,380
Percentage of total assets under management	40.5		%	43.1		%	40.5		%	43.1		%
Average assets under management	$	40,880		$	30,325		$	38,219		$	29,159

Open-end Funds
Assets under management, beginning of period	$	43,532		$	28,921		$	35,160		$	30,725
Inflows	4,321			4,020			13,968			13,560
Outflows	(2,320)			(2,398)			(7,716)			(9,832)
Net inflows (outflows)	2,001			1,622			6,252			3,728
Market appreciation (depreciation)	336			1,100			5,007			(2,006)
Distributions	(276)			(239)			(826)			(1,043)

Total increase (decrease)	2,061			2,483			10,433			679
Assets under management, end of period	$	45,593		$	31,404		$	45,593		$	31,404
Percentage of total assets under management	46.9		%	44.5		%	46.9		%	44.5		%
Average assets under management	$	45,666		$	30,694		$	41,288		$	29,137

Closed-end Funds
Assets under management, beginning of period	$	12,537		$	8,539		$	11,493		$	9,644
Inflows	18			50			186			454
Outflows	(119)			(1)			(119)			(89)
Net inflows (outflows)	(101)			49			67			365
Market appreciation (depreciation)	31			257			1,203			(908)
Distributions	(147)			(126)			(443)			(382)
Total increase (decrease)	(217)			180			827			(925)
Assets under management, end of period	$	12,320		$	8,719		$	12,320		$	8,719
Percentage of total assets under management	12.7		%	12.4		%	12.7		%	12.4		%
Average assets under management	$	12,633		$	8,777		$	12,206		$	8,795

Total
Assets under management, beginning of period	$	96,225		$	66,327		$	79,908		$	72,182
Inflows	5,719			6,006			19,695			20,117
Outflows	(4,435)			(3,736)			(12,033)			(13,242)
Net inflows (outflows)	1,284			2,270			7,662			6,875
Market appreciation (depreciation)	469			2,630			11,867			(6,120)
Distributions	(718)			(724)			(2,177)			(2,434)
Total increase (decrease)	1,035			4,176			17,352			(1,679)
Assets under management, end of period	$	97,260		$	70,503		$	97,260		$	70,503
Average assets under management	$	99,179		$	69,796		$	91,713		$	67,091

Assets Under Management - Institutional Accounts

By Account Type

(in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Advisory
Assets under management, beginning of period	$	23,115		$	15,251		$	17,628		$	15,669
Inflows	1,080			1,142			4,529			3,679
Outflows	(1,391)			(1,036)			(2,127)			(2,025)
Net inflows (outflows)	(311)			106			2,402			1,654
Market appreciation (depreciation)	14			736			2,788			(1,230)

Total increase (decrease)	(297)			842			5,190			424
Assets under management, end of period	$	22,818		$	16,093		$	22,818		$	16,093
Percentage of institutional assets under management	58.0		%	53.0		%	58.0		%	53.0		%
Average assets under management	$	23,666		$	16,209		$	21,567		$	15,141

Japan Subadvisory
Assets under management, beginning of period	$	10,503		$	8,736		$	9,720		$	10,323
Inflows	123			390			243			1,366
Outflows	(175)			(96)			(771)			(474)
Net inflows (outflows)	(52)			294			(528)			892
Market appreciation (depreciation)	106			345			1,978			(1,190)
Distributions	(295)			(359)			(908)			(1,009)

Total increase (decrease)	(241)			280			542			(1,307)
Assets under management, end of period	$	10,262		$	9,016		$	10,262		$	9,016
Percentage of institutional assets under management	26.1		%	29.7		%	26.1		%	29.7		%
Average assets under management	$	10,669		$	8,968		$	10,216		$	8,897

Subadvisory Excluding Japan
Assets under management, beginning of period	$	6,538		$	4,880		$	5,907		$	5,821
Inflows	177			404			769			1,058
Outflows	(430)			(205)			(1,300)			(822)
Net inflows (outflows)	(253)			199			(531)			236
Market appreciation (depreciation)	(18)			192			891			(786)

Total increase (decrease)	(271)			391			360			(550)
Assets under management, end of period	$	6,267		$	5,271		$	6,267		$	5,271
Percentage of institutional assets under management	15.9		%	17.4		%	15.9		%	17.4		%
Average assets under management	$	6,545		$	5,148		$	6,436		$	5,121

Total Institutional Accounts
Assets under management, beginning of period	$	40,156		$	28,867		$	33,255		$	31,813
Inflows	1,380			1,936			5,541			6,103
Outflows	(1,996)			(1,337)			(4,198)			(3,321)
Net inflows (outflows)	(616)			599			1,343			2,782
Market appreciation (depreciation)	102			1,273			5,657			(3,206)
Distributions	(295)			(359)			(908)			(1,009)


Total increase (decrease)	(809)			1,513			6,092			(1,433)
Assets under management, end of period	$	39,347		$	30,380		$	39,347		$	30,380
Average assets under management	$	40,880		$	30,325		$	38,219		$	29,159

Assets Under Management

By Investment Strategy

(in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
U.S. Real Estate
Assets under management, beginning of period	$	41,865		$	28,119		$	32,827		$	31,024
Inflows	2,737			2,827			8,455			8,910
Outflows	(1,586)			(1,733)			(4,700)			(5,186)
Net inflows (outflows)	1,151			1,094			3,755			3,724
Market appreciation (depreciation)	489			882			7,745			(3,460)
Distributions	(420)			(485)			(1,242)			(1,709)
Transfers	(40)			—			(40)			31
Total increase (decrease)	1,180			1,491			10,218			(1,414)
Assets under management, end of period	$	43,045		$	29,610		$	43,045		$	29,610
Percentage of total assets under management	44.3		%	42.0		%	44.3		%	42.0		%
Average assets under management	$	44,085		$	29,442		$	39,659		$	28,223

Preferred Securities
Assets under management, beginning of period	$	25,498		$	17,116		$	23,185		$	17,581
Inflows	2,056			2,167			6,716			6,698
Outflows	(855)			(941)			(3,532)			(4,836)
Net inflows (outflows)	1,201			1,226			3,184			1,862
Market appreciation (depreciation)	202			844			954			102
Distributions	(226)			(176)			(648)			(504)
Transfers	40			—			40			(31)
Total increase (decrease)	1,217			1,894			3,530			1,429
Assets under management, end of period	$	26,715		$	19,010		$	26,715		$	19,010
Percentage of total assets under management	27.5		%	27.0		%	27.5		%	27.0		%
Average assets under management	$	26,123		$	18,255		$	24,743		$	17,331

Global/International Real Estate
Assets under management, beginning of period	$	18,220		$	12,659		$	15,214		$	13,509
Inflows	511			851			2,701			3,706
Outflows	(518)			(379)			(1,975)			(1,759)
Net inflows (outflows)	(7)			472			726			1,947
Market appreciation (depreciation)	(215)			740			2,158			(1,546)
Distributions	(20)			(8)			(120)			(47)

Total increase (decrease)	(242)			1,204			2,764			354
Assets under management, end of period	$	17,978		$	13,863		$	17,978		$	13,863
Percentage of total assets under management	18.5		%	19.7		%	18.5		%	19.7		%
Average assets under management	$	18,760		$	13,520		$	17,362		$	12,722

Assets Under Management

By Investment Strategy - continued

(in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Global Listed Infrastructure
Assets under management, beginning of period	$	8,246		$	6,768		$	6,729		$	8,076
Inflows	354			139			1,513			681
Outflows	(396)			(655)			(611)			(1,323)
Net inflows (outflows)	(42)			(516)			902			(642)
Market appreciation (depreciation)	(21)			93			649			(985)
Distributions	(45)			(46)			(142)			(150)
Total increase (decrease)	(108)			(469)			1,409			(1,777)
Assets under management, end of period	$	8,138		$	6,299		$	8,138		$	6,299
Percentage of total assets under management	8.4		%	8.9		%	8.4		%	8.9		%
Average assets under management	$	8,203		$	6,839		$	7,798		$	7,082

Other
Assets under management, beginning of period	$	2,396		$	1,665		$	1,953		$	1,992
Inflows	61			22			310			122
Outflows	(1,080)			(28)			(1,215)			(138)
Net inflows (outflows)	(1,019)			(6)			(905)			(16)
Market appreciation (depreciation)	14			71			361			(231)
Distributions	(7)			(9)			(25)			(24)

Total increase (decrease)	(1,012)			56			(569)			(271)
Assets under management, end of period	$	1,384		$	1,721		$	1,384		$	1,721
Percentage of total assets under management	1.4		%	2.4		%	1.4		%	2.4		%
Average assets under management	$	2,008		$	1,740		$	2,151		$	1,733

Total
Assets under management, beginning of period	$	96,225		$	66,327		$	79,908		$	72,182
Inflows	5,719			6,006			19,695			20,117
Outflows	(4,435)			(3,736)			(12,033)			(13,242)
Net inflows (outflows)	1,284			2,270			7,662			6,875
Market appreciation (depreciation)	469			2,630			11,867			(6,120)
Distributions	(718)			(724)			(2,177)			(2,434)
Total increase (decrease)	1,035			4,176			17,352			(1,679)
Assets under management, end of period	$	97,260		$	70,503		$	97,260		$	70,503
Average assets under management	$	99,179		$	69,796		$	91,713		$	67,091

Investment Performance at September 30, 2021

_________________________

(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) © 2021 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar calculates its ratings based on a risk-adjusted return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive two stars and the bottom 10% receive one star. Past performance is no guarantee of future results. Based on independent rating by Morningstar, Inc. of investment performance of each Cohen & Steers-sponsored open-end U.S.-registered mutual fund for all share classes for the overall period at September 30, 2021. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating. Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.

Overview

Assets under management at September 30, 2021 increased 38.0% to $97.3 billion from $70.5 billion at September 30, 2020. The increase was due to net inflows of $11.5 billion and market appreciation of $18.2 billion, partially offset by distributions of $3.0 billion. Net inflows included $6.5 billion into preferred securities and $4.7 billion into U.S. real estate. Market appreciation included $10.6 billion from U.S. real estate, $3.8 billion from global/international real estate and $2.0 billion from preferred securities. Distributions included $1.8 billion from U.S. real estate and $840 million from preferred securities. Our organic growth rate for the twelve months ended September 30, 2021 was 16.4%. The organic growth/decay rate represents the ratio of net flows for the period to the beginning assets under management.

Average assets under management for the three months ended September 30, 2021 increased 42.1% to $99.2 billion from $69.8 billion for the three months ended September 30, 2020.

Institutional accounts

Assets under management in institutional accounts at September 30, 2021, which represented 40.5% of total assets under management, increased 29.5% to $39.3 billion from $30.4 billion at September 30, 2020. The increase was due to net inflows of $1.3 billion and market appreciation of $8.9 billion, partially offset by distributions of $1.3 billion. Net inflows included $1.5 billion into U.S. real estate and $522 million into global listed infrastructure, partially offset by net outflows of $1.0 billion from real assets multi-strategy (included in "Other" in the table on pages 24 and 25). Market appreciation included $4.3 billion from U.S. real estate and $3.3 billion from global/international real estate. Distributions included $1.2 billion from U.S. real estate. Our organic growth rate for institutional accounts for the twelve months ended September 30, 2021 was 4.4%.

Average assets under management for institutional accounts for the three months ended September 30, 2021 increased 34.8% to $40.9 billion from $30.3 billion for the three months ended September 30, 2020.

Assets under management in institutional advisory accounts at September 30, 2021, which represented 58.0% of institutional assets under management, increased 41.8% to $22.8 billion from $16.1 billion at September 30, 2020. The increase was due to net inflows of $2.3 billion and market appreciation of $4.4 billion. Net inflows included $1.7 billion into U.S. real estate, $678 million into global listed infrastructure and $585 million into preferred securities, partially offset by net outflows of $1.0 billion from real assets multi-strategy (included in "Other" in the table on pages 24 and 25). Market appreciation included $1.8 billion from global/international real estate and $1.6 billion from U.S. real estate. Our organic growth rate for institutional advisory accounts for the twelve months ended September 30, 2021 was 14.3%.

Average assets under management for institutional advisory accounts for the three months ended September 30, 2021 increased 46.0% to $23.7 billion from $16.2 billion for the three months ended September 30, 2020.

Assets under management in Japan subadvisory accounts at September 30, 2021, which represented 26.1% of institutional assets under management, increased 13.8% to $10.3 billion from $9.0 billion at September 30, 2020. The increase was due to market appreciation of $3.0 billion, partially offset by net outflows of $445 million and distributions of $1.3 billion. Net outflows included $155 million from U.S. real estate, $148 million from global/international real estate and $136 million from preferred securities. Market appreciation included $2.4 billion from U.S. real estate and $531 million from global/international real estate. Distributions included $1.2 billion from U.S. real estate. Our organic decay rate for Japan subadvisory accounts for the twelve months ended September 30, 2021 was (4.9%).

Average assets under management for Japan subadvisory accounts for the three months ended September 30, 2021 increased 19.0% to $10.7 billion from $9.0 billion for the three months ended September 30, 2020.

Assets under management in institutional subadvisory accounts excluding Japan at September 30, 2021, which represented 15.9% of institutional assets under management, increased 18.9% to $6.3 billion from $5.3 billion at September 30, 2020. The increase was due to market appreciation of $1.5 billion, partially offset by net outflows of $521 million. Net outflows included $336 million from global/international real estate and $151 million from global listed infrastructure. Market appreciation included $1.0 billion from global/international real estate and $262 million from U.S. real estate. Our organic decay rate for institutional subadvisory accounts excluding Japan for the twelve months ended September 30, 2021 was (9.9%).

Average assets under management for institutional subadvisory accounts excluding Japan for the three months ended September 30, 2021 increased 27.1% to $6.5 billion from $5.1 billion for the three months ended September 30, 2020.

Open-end funds

Assets under management in open-end funds at September 30, 2021, which represented 46.9% of total assets under management, increased 45.2% to $45.6 billion from $31.4 billion at September 30, 2020. The increase was due to net inflows of $7.9 billion and market appreciation of $7.4 billion, partially offset by distributions of $1.2 billion. Net inflows included $3.9 billion into preferred securities and $3.0 billion into U.S. real estate. Market appreciation included $5.5 billion from U.S. real estate and $1.3 billion from preferred securities. Distributions included $657 million from preferred securities ($490 million of which was reinvested) and $413 million from U.S. real estate ($385 million of which was reinvested). Our organic growth rate for open-end funds for the twelve months ended September 30, 2021 was 25.3%.

Average assets under management for open-end funds for the three months ended September 30, 2021 increased 48.8% to $45.7 billion from $30.7 billion for the three months ended September 30, 2020.

Closed-end funds

Assets under management in closed-end funds at September 30, 2021, which represented 12.7% of total assets under management, increased 41.3% to $12.3 billion from $8.7 billion at September 30, 2020. The increase was due to net inflows of $2.3 billion and market appreciation of $1.9 billion, partially offset by distributions of $577 million. Net inflows included $2.1 billion from the Company's initial public offering of the Cohen & Steers Tax-Advantaged Preferred Securities and

Income Fund (PTA), partially offset by net outflows related to the liquidation of Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. Our organic growth rate for closed-end funds for the twelve months ended September 30, 2021 was 26.0%.

Average assets under management for closed-end funds for the three months ended September 30, 2021 increased 43.9% to $12.6 billion from $8.8 billion for the three months ended September 30, 2020.

Summary of Operating Information


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages and per share data)	2021			2020			2021			2020
U.S. GAAP
Revenue	$	154,187		$	111,159		$	424,203		$	311,076
Expenses	$	85,956		$	67,852		$	244,337		$	204,105
Operating income	$	68,231		$	43,307		$	179,866		$	106,971
Non-operating income (loss)	$	1,246		$	3,231		$	14,735		$	(8,659)
Net income attributable to common stockholders	$	51,483		$	31,904		$	146,914		$	80,996
Diluted earnings per share	$	1.05		$	0.66		$	3.00		$	1.67
Operating margin	44.3		%	39.0		%	42.4		%	34.4		%

As Adjusted (1)
Net income attributable to common stockholders	$	52,137		$	32,616		$	136,683		$	88,209
Diluted earnings per share	$	1.06		$	0.67		$	2.79		$	1.82
Operating margin	45.6		%	39.6		%	43.9		%	38.6		%

_________________________

(1) These amounts represent the Company’s as adjusted results. Please refer to pages 34-35 for reconciliations of U.S. GAAP to as adjusted results.

U.S. GAAP

Three Months Ended September 30, 2021 Compared with Three Months Ended September 30, 2020

Revenue


	Three Months Ended September 30,
(in thousands)	2021		2020		$ Change		% Change
Open-end funds	$	77,477	$	51,604	$	25,873	50.1	%
Institutional accounts	38,039		32,880		5,159		15.7	%
Closed-end funds	28,122		18,676		9,446		50.6	%
Investment advisory and administration fees	143,638		103,160		40,478		39.2	%
Distribution and service fees	9,900		7,572		2,328		30.7	%
Other	649		427		222		52.0	%
Total revenue	$	154,187	$	111,159	$	43,028	38.7	%

Revenue for the three months ended September 30, 2021 increased primarily due to higher average assets under management across all three investment vehicles, partially offset by lower performance fees from certain institutional accounts of $4.7 million (performance fees were $523,000 and $5.2 million for the three months ended September 30, 2021 and 2020, respectively).

Total investment advisory and administration revenue compared with average assets under management in open-end funds implied an annualized effective fee rate of 67.3 bps and 66.9 bps for the three months ended September 30, 2021 and 2020, respectively.

Total investment advisory revenue compared with average assets under management in institutional accounts implied an annualized effective fee rate of 36.9 bps and 43.1 bps for the three months ended September 30, 2021 and 2020, respectively. The decrease in the implied annualized effective fee rate was primarily due to lower performance fees for the three months ended September 30, 2021. Excluding the performance fees, the implied annualized effective fee rate for the three months ended September 30, 2021 and 2020, respectively, would have been 36.4 bps and 36.3 bps.

Total investment advisory and administration revenue compared with average assets under management in closed-end funds implied an annualized effective fee rate of 88.3 bps and 84.7 bps for the three months ended September 30, 2021 and 2020, respectively. The increase in the implied annualized effective fee rate was primarily due to the initial public offering of PTA, which concluded on October 27, 2020.

Expenses


	Three Months Ended September 30,
(in thousands)	2021		2020		$ Change		% Change
Employee compensation and benefits	$	53,092	$	41,060	$	12,032	29.3	%
Distribution and service fees	19,906		14,642		5,264		36.0	%
General and administrative	11,981		11,006		975		8.9	%
Depreciation and amortization	977		1,144		(167)		(14.6)	%
Total expenses	$	85,956	$	67,852	$	18,104	26.7	%

Employee compensation and benefits expenses for the three months ended September 30, 2021 increased primarily due to higher incentive compensation of $7.7 million and higher amortization of restricted stock units of of $2.5 million.

Distribution and service fees expense for the three months ended September 30, 2021 increased primarily due to higher average assets under management in open-end funds and a shift in the composition of assets under management into a higher cost intermediary.

General and administrative expenses for the three months ended September 30, 2021 increased primarily due to higher recruitment fees of $517,000 and higher travel and entertainment expenses of $404,000.

Operating Margin

Operating margin for the three months ended September 30, 2021 increased to 44.3% from 39.0% for the three months ended September 30, 2020. Operating margin represents the ratio of operating income to revenue.

Non-operating Income (Loss)


	Three Months Ended
	September 30, 2021							September 30, 2020
(in thousands)	Seed Investments			Other		Total		Seed Investments			Other		Total
Interest and dividend income—net	$	696		$	23	$	719	$	574		$	120	$	694
Gain (loss) from investments—net	(418)			—		(418)		3,279			—		3,279
Foreign currency gains (losses)—net	41			904		945		108			(850)		(742)
Total non-operating income (loss)	$	319	(1)	$	927	$	1,246	$	3,961	(1)	$	(730)	$	3,231

_________________________

(1) Seed investments included net loss of $96,000 and net income of $2.1 million attributable to third-party interests for the three months ended September 30, 2021 and 2020, respectively.

Income Taxes


	Three Months Ended September 30,
(in thousands, except percentages)	2021			2020			$ Change		% Change

Income tax expense	$	18,090		$	12,532		$	5,558	44.4	%
Effective tax rate	26.0		%	28.2		%

The effective tax rate for the three months ended September 30, 2021 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign income taxes and limitations on the deductibility of executive compensation, partially offset by the cumulative effect of a change in the Company’s estimated effective tax rate for the year. The effective tax rate for the three months ended September 30, 2020 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign income taxes and limitations on the deductibility of executive compensation.

Nine Months Ended September 30, 2021 Compared with Nine Months Ended September 30, 2020

Revenue


	Nine Months Ended September 30,
(in thousands)	2021		2020		$ Change		% Change

Open-end funds	$	207,786	$	146,048	$	61,738	42.3	%
Institutional accounts	106,407		85,239		21,168		24.8	%
Closed-end funds	80,714		55,810		24,904		44.6	%
Investment advisory and administration fees	394,907		287,097		107,810		37.6	%
Distribution and service fees	27,371		22,285		5,086		22.8	%
Other	1,925		1,694		231		13.6	%
Total revenue	$	424,203	$	311,076	$	113,127	36.4	%

Revenue for the nine months ended September 30, 2021 increased primarily due to higher average assets under management across all three investment vehicles, partially offset by lower performance fees from certain institutional accounts of $3.4 million (performance fees were $2.9 million and $6.3 million for the nine months ended September 30, 2021 and 2020, respectively).

Total investment advisory and administration revenue compared with average assets under management in open-end funds implied an annualized effective fee rate of 67.3 bps and 67.0 bps for the nine months ended September 30, 2021 and 2020, respectively.

Total investment advisory revenue compared with average assets under management in institutional accounts implied an annualized effective fee rate of 37.2 bps and 39.1 bps for the nine months ended September 30, 2021 and 2020, respectively. The decrease in the implied annualized effective fee rate was primarily due to lower performance fees for the nine months ended September 30, 2021. Excluding the performance fees, the implied annualized effective fee rate for both the nine months ended September 30, 2021 and 2020 would have been 36.2 bps.

Total investment advisory and administration revenue compared with average assets under management in closed-end funds implied an annualized effective fee rate of 88.4 bps and 84.8 bps for the nine months ended September 30, 2021 and 2020, respectively. The increase in the implied annualized effective fee rate was primarily due to the initial public offering of PTA, which concluded on October 27, 2020.

Expenses


	Nine Months Ended September 30,
(in thousands)	2021		2020		$ Change		% Change
Employee compensation and benefits	$	152,095	$	113,997	$	38,098	33.4	%
Distribution and service fees	55,260		41,264		13,996		33.9	%
General and administrative	33,821		45,320		(11,499)		(25.4)	%
Depreciation and amortization	3,161		3,524		(363)		(10.3)	%
Total expenses	$	244,337	$	204,105	$	40,232	19.7	%

Employee compensation and benefits expenses for the nine months ended September 30, 2021 increased primarily due to higher incentive compensation of $26.7 million and higher amortization of restricted stock units of of $8.7 million.

Distribution and service fees expense for the nine months ended September 30, 2021 increased primarily due to higher average assets under management in open-end funds and a shift in the composition of assets under management into a higher cost intermediary.

General and administrative expenses for the nine months ended September 30, 2021 decreased $11.5 million. The nine months ended September 30, 2020 included costs associated with the Cohen & Steers Quality Income Realty Fund, Inc. (RQI) rights offering of approximately $12.0 million.

Operating Margin

Operating margin for the nine months ended September 30, 2021 increased to 42.4% from 34.4% for the nine months ended September 30, 2020. The nine months ended September 30, 2020 included costs associated with the RQI rights offering.

Non-operating Income (Loss)


	Nine Months Ended
	September 30, 2021							September 30, 2020
(in thousands)	Seed Investments			Other		Total		Seed Investments			Other		Total
Interest and dividend income—net	$	2,117		$	55	$	2,172	$	1,785		$	951	$	2,736
Gain (loss) from investments—net	11,845			74		11,919		(11,431)			—		(11,431)
Foreign currency gains (losses)—net	455			189		644		(590)			626		36
Total non-operating income (loss)	$	14,417	(1)	$	318	$	14,735	$	(10,236)	(1)	$	1,577	$	(8,659)

_________________________

(1) Seed investments included net income of $9.3 million and net loss of $6.8 million attributable to third-party interests for the nine months ended September 30, 2021 and 2020, respectively.

Income Taxes


	Nine Months Ended September 30,
(in thousands, except percentages)	2021			2020			$ Change		% Change

Income tax expense	$	38,378		$	24,076		$	14,302	59.4	%
Effective tax rate	20.7		%	22.9		%

The effective tax rate for the nine months ended September 30, 2021 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign income taxes and limitations on the deductibility of executive compensation. These were more than offset by the reversal of certain liabilities associated with unrecognized tax benefits and the tax effect associated with the appreciated value of the restricted stock units delivered in January 2021. The effective tax rate for the nine months ended September 30, 2020 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign income taxes and limitations on the deductibility of executive compensation. These were partially offset by the tax effect associated with the appreciated value of the restricted stock units delivered in January 2020.

As Adjusted

This section discusses as adjusted results. Please refer to pages 34-35 for reconciliations of U.S. GAAP to as adjusted results.

Three Months Ended September 30, 2021 Compared with Three Months Ended September 30, 2020

Revenue

Revenue, as adjusted, for the three months ended September 30, 2021 was $154.3 million, compared with $111.4 million for the three months ended September 30, 2020.

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

Expenses

Expenses, as adjusted, for the three months ended September 30, 2021 were $83.9 million, compared with $67.3 million for the three months ended September 30, 2020.

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 PTA for the three months ended September 30, 2020.

Operating Margin

Operating margin, as adjusted, for the three months ended September 30, 2021 was 45.6%, compared with 39.6% for the three months ended September 30, 2020.

Non-operating Income (Loss)

Non-operating income, as adjusted, for the three months ended September 30, 2021 was $19,000, compared with $502,000 for the three months ended September 30, 2020.

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 September 30, 2021 was 25.9%, compared with 27.0% for the three months ended September 30, 2020.

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

•Tax effects associated with items noted above; and

•Discrete tax items.

Nine Months Ended September 30, 2021 Compared with Nine Months Ended September 30, 2020

Revenue

Revenue, as adjusted, for the nine months ended September 30, 2021 was $424.5 million, compared with $311.3 million for the nine months ended September 30, 2020.

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

Expenses

Expenses, as adjusted, for the nine months ended September 30, 2021 were $238.3 million, compared with $191.2 million for the nine months ended September 30, 2020.

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;

•Costs associated with the initial public offering of PTA for the nine months ended September 30, 2020; and

•Costs associated with the RQI rights offering for the nine months ended September 30, 2020.

Operating Margin

Operating margin, as adjusted, for the nine months ended September 30, 2021 was 43.9%, compared with 38.6% for the nine months ended September 30, 2020.

Non-operating Income (Loss)

Non-operating loss, as adjusted, for the nine months ended September 30, 2021 was $219,000, compared with non-operating income, as adjusted, of $765,000 for the nine months ended September 30, 2020.

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 nine months ended September 30, 2021 was 26.5%, compared with 27.0% for the nine months ended September 30, 2020.

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 September 30,					Nine Months Ended September 30,
(in thousands, except per share data)	2021			2020		2021		2020
Net income attributable to common stockholders, U.S. GAAP	$	51,483		$	31,904	$	146,914	$	80,996
Seed investments (1)	(168)			(1,686)		(4,432)		4,017
Accelerated vesting of restricted stock units	1,888			387		5,640		387
Initial public offering costs (2)	—			310		—		310
Rights offering costs (3)	—			—		—		11,859
Foreign currency exchange (gains) losses—net (4)	(908)			1,232		(537)		(812)
Tax adjustments (5)	(158)			469		(10,902)		(8,548)
Net income attributable to common stockholders, as adjusted	$	52,137		$	32,616	$	136,683	$	88,209

Diluted weighted average shares outstanding	49,262			48,681		48,976		48,588
Diluted earnings per share, U.S. GAAP	$	1.05		$	0.66	$	3.00	$	1.67
Seed investments	—		*	(0.04)		(0.09)		0.09
Accelerated vesting of restricted stock units	0.04			0.01		0.11		0.01
Initial public offering costs	—			0.01		—		0.01
Rights offering costs	—			—		—		0.24
Foreign currency exchange (gains) losses—net	(0.02)			0.02		(0.01)		(0.02)
Tax adjustments	(0.01)			0.01		(0.22)		(0.18)
Diluted earnings per share, as adjusted	$	1.06		$	0.67	$	2.79	$	1.82

_________________________

* Amounts round to less than $0.01 per share.

(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 the Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund (PTA) which were recorded in general and administrative expenses in the third quarter of 2020.

(3) Represents costs associated with the Cohen & Steers Quality Income Realty Fund, Inc. (RQI) rights offering which were recorded in general and administrative expense in the first quarter of 2020.

(4) Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

(5) Tax adjustments are summarized in the following table:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Exclusion of tax effects associated with items noted above	$	(815)	$	407	$	(1,310)	$	(2,803)
Exclusion of discrete tax items	657		62		(9,592)		(5,745)
Total tax adjustments	$	(158)	$	469	$	(10,902)	$	(8,548)

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

Revenue, Expenses, Operating Income and Operating Margin


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages)	2021			2020			2021			2020
Revenue, U.S. GAAP	$	154,187		$	111,159		$	424,203		$	311,076
Seed investments (1)	104			275			303			186
Revenue, as adjusted	$	154,291		$	111,434		$	424,506		$	311,262

Expenses, U.S. GAAP	$	85,956		$	67,852		$	244,337		$	204,105
Seed investments (1)	(143)			102			(373)			(355)
Accelerated vesting of restricted stock units	(1,888)			(387)			(5,640)			(387)
Initial public offering costs (2)	—			(310)			—			(310)
Rights offering costs (3)	—			—			—			(11,859)
Expenses, as adjusted	$	83,925		$	67,257		$	238,324		$	191,194

Operating income, U.S. GAAP	$	68,231		$	43,307		$	179,866		$	106,971
Seed investments (1)	247			173			676			541
Accelerated vesting of restricted stock units	1,888			387			5,640			387
Initial public offering costs (2)	—			310			—			310
Rights offering costs (3)	—			—			—			11,859
Operating income, as adjusted	$	70,366		$	44,177		$	186,182		$	120,068

Operating margin, U.S. GAAP	44.3		%	39.0		%	42.4		%	34.4		%
Operating margin, as adjusted	45.6		%	39.6		%	43.9		%	38.6		%

_________________________

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

(2) Represents costs associated with the initial public offering of PTA which were recorded in general and administrative expenses in the third quarter of 2020.

(3) Represents costs associated with the RQI rights offering which were recorded in general and administrative expenses in the first quarter of 2020.

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

Non-operating Income (Loss)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Non-operating income (loss), U.S. GAAP	$	1,246	$	3,231	$	14,735	$	(8,659)
Seed investments (1)	(319)		(3,961)		(14,417)		10,236
Foreign currency exchange (gains) losses—net (2)	(908)		1,232		(537)		(812)
Non-operating income (loss), as adjusted	$	19	$	502	$	(219)	$	765

_________________________

(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 to maintain 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, primarily comprising cash and cash equivalents, U.S. Treasury securities, if any, 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 our net liquid assets:


(in thousands)	September 30, 2021		December 31, 2020
Cash and cash equivalents	$	168,472	$	41,232
U.S. Treasury securities	—		41,648
Seed investments—net	70,854		60,083
Current assets	89,460		70,208
Current liabilities	(101,704)		(93,870)
Net liquid assets	$	227,082	$	119,301

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.

U.S. Treasury securities

U.S. Treasury securities are directly issued by the U.S. government and were classified as held to maturity.

Seed investments—net

Seed investments are primarily comprised of investments in Company-sponsored funds that we do not consolidate, our pro-rata share of the net assets of the funds that we do consolidate, and listed securities held directly for the purpose of establishing performance track records. Seed investments are recorded at fair value, are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Seed investments are presented net of redeemable noncontrolling interests.

Current assets

Current assets primarily represent investment advisory and administration fees receivable. At September 30, 2021, institutional accounts comprised 54.7% of total accounts receivable, while open-end and closed-end funds, together, comprised 44.7% of total accounts receivable. Open-end and closed-end fund receivables are generally collected on the first business day of the following month. We perform a review of our receivables on an ongoing basis in order to assess collectibility and, based on our analysis at September 30, 2021, there was no allowance for uncollectible accounts required.

Current liabilities

Current liabilities include 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 cash flows:


	Nine Months Ended September 30,
(in thousands)	2021		2020
Cash Flow Data:
Net cash provided by (used in) operating activities	$	170,966	$	87,188
Net cash provided by (used in) investing activities	37,268		(9,582)
Net cash provided by (used in) financing activities	(79,677)		(82,430)
Net increase (decrease) in cash and cash equivalents	128,557		(4,824)
Effect of foreign exchange rate changes on cash and cash equivalents	(1,317)		(223)
Cash and cash equivalents, beginning of the period	41,232		101,352
Cash and cash equivalents, end of the period	$	168,472	$	96,305

Cash and cash equivalents increased by $128.6 million, excluding the effect of foreign exchange rate changes, for the nine months ended September 30, 2021. Net cash provided by operating activities was $171.0 million for the nine months ended September 30, 2021. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by investing activities was $37.3 million, which included $41.7 million of proceeds from the sale and maturities of U.S. Treasury securities held for corporate purposes, partially offset by net purchases of securities held directly for the purpose of establishing performance track records of $2.6 million. Net cash used in financing activities was $79.7 million, including dividends paid to stockholders of $65.2 million, repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $21.4 million, as well as distributions to redeemable noncontrolling interests of $5.5 million, partially offset by contributions from redeemable noncontrolling interests of $11.6 million.

Cash and cash equivalents decreased by $4.8 million, excluding the effect of foreign exchange rate changes, for the nine months ended September 30, 2020. Net cash provided by operating activities was $87.2 million for the nine months ended September 30, 2020. 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 investing activities was $9.6 million, primarily attributable to net purchases of securities held directly for the purpose of establishing performance track records of $8.0 million. Net cash used in financing activities was $82.4 million, including dividends paid to stockholders of $56.0 million, repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $25.9 million, as well as distributions to redeemable noncontrolling interests of $5.8 million, partially offset by contributions from redeemable noncontrolling interests of $4.5 million.

We believe that our cash and cash equivalents and cash flows from operations will be more than adequate to meet our anticipated capital requirements and other obligations as they become due.

Dividends

Subject to the approval of our Board of Directors, we anticipate paying dividends. When determining whether to pay a dividend, we take into account general economic and business conditions, our strategic plans, our results of operations and financial condition, contractual, legal and regulatory restrictions on the payment of dividends, if any, by us and our subsidiaries and such other factors deemed relevant.

On November 4, 2021, we declared quarterly and special cash dividends on our common stock in the amount of $0.45 and $1.25 per share, respectively. The dividends will be payable on November 30, 2021 to stockholders of record at the close of business on November 15, 2021.

Investment Commitments

We have committed to invest up to $50.0 million in the Cohen & Steers Real Estate Opportunities Fund, L.P. As of September 30, 2021, we had not yet funded any portion of this commitment.

Contractual Obligations and Contingencies

We have future obligations under various operating leases, purchase obligations and a transition tax liability in connection with the enactment of the Tax Cuts and Jobs Act in 2017. During the nine months ended September 30, 2021, there were no material changes to the Company’s contractual obligations.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements do not currently have a material effect on our financial condition, results of operations, liquidity or capital resources.

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies 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, 2020.

Recently Issued Accounting Pronouncements

See discussion of Recently Issued Accounting Pronouncements in Note 2 of the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of our business, we are exposed to risk as a result of changes in interest and currency rates,

securities markets and general economic conditions, which may have an adverse impact on the value of our investments.

Our seed investments are primarily comprised of investments in Company-sponsored funds that we do not consolidate, our pro-rata share of the net assets of the funds that we do consolidate, and listed securities held directly for the purpose of establishing performance track records. Seed investments are recorded at fair value, are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle.

Our seed investments are subject to price risk. We may mitigate this by entering into derivative contracts to economically hedge a portion of our risk. The following table summarizes the effect that a ten percent increase or decrease in prices would have on the carrying value of our seed investments, which is presented net of redeemable noncontrolling interests, as of September 30, 2021 (in thousands):


	Carrying Value		Notional Value - Hedges		Net Carrying Value		Net Carrying Value Assuming a 10% increase		Net Carrying Value Assuming a 10% decrease
Seed investments—net	$	70,854	$	(33,904)	$	36,950	$	40,645	$	33,255

A majority of our revenue—93.1% and 92.3% for the nine months ended September 30, 2021 and 2020, respectively, was derived from investment advisory and administration agreements with our clients. Under these agreements, the investment advisory and administration fee we receive is based on the market value of the assets we manage. Accordingly, a decline in the prices of securities generally, and real estate securities in particular, attributable to market conditions including inflation, interest rate changes and a general economic downturn, may cause our revenue and income to decline by causing the value of the assets we manage to decrease, which would result in lower investment advisory and administration fees; or by causing our clients to withdraw funds in favor of investments that they perceive as offering greater opportunity or lower risk or cost, which would also result in lower investment advisory and administration fees.

The economic environment may also preclude us from increasing the assets we manage in closed-end funds. The market conditions for these offerings may not be as favorable in the future, which could adversely impact our ability to grow the assets we manage and realize higher fee revenue associated with such growth. Depending on market conditions, the closed-end funds we manage may increase or decrease their leverage in order to maintain the funds’ target leverage ratios, thereby increasing or decreasing the assets we manage.

As of September 30, 2021, 62.7% and 27.5% of the assets we managed were concentrated in real estate and preferred securities, respectively. A change in interest rates or prolonged economic downturn could have a negative impact on the valuation of real estate and preferred securities in our clients’ portfolios, reduce our revenue, and impact our ability to increase assets in our open-end funds or offer new funds.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives.

Our management, including our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2021. Based on that evaluation and subject to the foregoing, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures as of September 30, 2021 were effective to accomplish their objectives at a reasonable assurance level.

There has been no change in our internal control over financial reporting that occurred during the three months ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—Other Information

Item 1. Legal Proceedings

From time to time, we may become involved in legal matters relating to claims arising in the ordinary course of our business. There are currently no such matters pending that we believe could have a material effect on our condensed consolidated results of operations, cash flows or financial condition. In addition, from time to time, we may receive subpoenas or other requests for information from various U.S. federal and state governmental authorities, domestic and international regulatory authorities and third parties in connection with certain industry-wide inquiries or other investigations or legal proceedings. It is our policy to cooperate fully with such requests.

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, 2020 (the Form 10-K). There have been no material changes to the risk factors disclosed in Part 1, Item 1A of the Form 10-K.

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

During the three months ended September 30, 2021, we made the following purchases of our equity securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 through July 31, 2021	—	$	—	—	—
August 1 through August 31, 2021	342	$	88.09	—	—
September 1 through September 30, 2021	—	$	—	—	—
Total	342	$	88.09	—	—

_________________________

(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 September 30, 2021 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:

November 5, 2021

Cohen & Steers, Inc.

/s/ Matthew S. Stadler

Name: Matthew S. Stadler

Title: Executive Vice President & Chief Financial Officer

Date:

November 5, 2021

Cohen & Steers, Inc.

/s/ Elena Dulik

Name: Elena Dulik

Title: Senior Vice President & Chief Accounting Officer