10-Q - CNS - Equibles

________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission File Number: 001-32236

________________

COHEN & STEERS, INC.

(Exact Name of Registrant as Specified in its Charter)

________________

Delaware	14-1904657
(State or Other Jurisdiction of<br>Incorporation or Organization)	(I.R.S. Employer<br>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 registeredCommon Stock, $0.01 par valueCNSNew York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant's common stock, par value $0.01 per share, outstanding as of October 31, 2022 was 48,706,340.

COHEN & STEERS, INC. AND SUBSIDIARIES

Form 10-Q

Index

		Page
Part I.	Financial Information
Item 1.	Financial Statements	1
	Condensed Consolidated Statements of Financial Condition (Unaudited)	1
	Condensed Consolidated Statements of Operations (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders' Equity and Redeemable Noncontrolling Interests (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
Part II.	Other Information *
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 5.	Other Information	39
Item 6.	Exhibits	41
Signatures		42

* Items other than those listed above have been omitted because they are not applicable.

Forward-Looking Statements

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

Item 1. Financial Statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(in thousands, except share data)

	September 30,<br>2022		December 31, 2021
Assets:
Cash and cash equivalents	$	161,957	$	184,373
Investments ($122,308 and $127,912) (1)	201,712		154,654
Accounts receivable	78,844		84,090
Due from brokers ($1,272 and $1,340) (1)	2,930		3,567
Property and equipment—net	8,621		8,938
Operating lease right-of-use assets—net	14,016		22,009
Goodwill and intangible assets—net	18,240		19,696
Other assets ($406 and $1,589) (1)	20,012		15,360
Total assets	$	506,332	$	492,687
Liabilities:
Accrued compensation and benefits	$	62,371	$	79,167
Distribution and service fees payable	9,724		10,183
Operating lease liabilities	15,623		24,525
Income tax payable	7,497		22,611
Due to brokers ($1,315 and $926) (1)	4,460		927
Other liabilities and accrued expenses ($748 and $689) (1)	13,497		10,948
Total liabilities	113,172		148,361
Commitments and contingencies (See Note 11)
Redeemable noncontrolling interests	77,530		89,143
Stockholders' equity:
Common stock, $0.01 par value; 500,000,000 shares authorized; 55,018,253 and 54,267,309 shares issued at September 30, 2022 and December 31, 2021, respectively	550		543
Additional paid-in capital	755,487		715,847
Accumulated deficit	(176,235)		(231,967)
Accumulated other comprehensive loss	(14,947)		(5,886)
Treasury stock, at cost, 6,314,661 and 5,997,239 shares at September 30, 2022 and December 31, 2021, respectively	(249,225)		(223,354)
Total stockholders' equity	315,630		255,183
Total liabilities, redeemable noncontrolling interests and stockholders' equity	$	506,332	$	492,687

_________________________

(1) Asset and liability amounts in parentheses represent the aggregated balances at September 30, 2022 and December 31, 2021 attributable to variable interest entities consolidated by the Company. Refer to Note 4, Investments for further discussion.

See notes to condensed consolidated financial statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except per share data)

	Three Months Ended <br>September 30,				Nine Months Ended <br>September 30,
	2022		2021		2022		2021
Revenue:
Investment advisory and administration fees	$	130,885	$	143,638	$	412,209	$	394,907
Distribution and service fees	8,557		9,900		27,431		27,371
Other	509		649		1,931		1,925
Total revenue	139,951		154,187		441,571		424,203
Expenses:
Employee compensation and benefits	51,669		53,092		160,269		152,095
Distribution and service fees	16,418		19,906		68,605		55,260
General and administrative	13,548		11,981		40,296		33,821
Depreciation and amortization	1,135		977		3,235		3,161
Total expenses	82,770		85,956		272,405		244,337
Operating income	57,181		68,231		169,166		179,866
Non-operating income (loss):
Interest and dividend income—net	1,541		719		4,326		2,172
Gain (loss) from investments—net	(5,920)		(418)		(30,926)		11,919
Foreign currency gain (loss)—net	2,405		945		4,734		644
Total non-operating income (loss)	(1,974)		1,246		(21,866)		14,735
Income before provision for income taxes	55,207		69,477		147,300		194,601
Provision for income taxes	15,593		18,090		34,696		38,378
Net income	39,614		51,387		112,604		156,223
Net (income) loss attributable to redeemable noncontrolling interests	4,956		96		25,940		(9,309)
Net income attributable to common stockholders	$	44,570	$	51,483	$	138,544	$	146,914
Earnings per share attributable to common stockholders:
Basic	$	0.91	$	1.06	$	2.84	$	3.04
Diluted	$	0.90	$	1.05	$	2.81	$	3.00
Weighted average shares outstanding:
Basic	48,815		48,386		48,765		48,273
Diluted	49,317		49,262		49,287		48,976

See notes to condensed consolidated financial statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in thousands)

	Three Months Ended <br>September 30,				Nine Months Ended <br>September 30,
	2022		2021		2022		2021
Net income	$	39,614	$	51,387	$	112,604	$	156,223
Net (income) loss attributable to redeemable noncontrolling interests	4,956		96		25,940		(9,309)
Net income attributable to common stockholders	44,570		51,483		138,544		146,914
Other comprehensive income (loss):
Foreign currency translation gain (loss)	(3,896)		(1,456)		(9,061)		(1,852)
Total comprehensive income attributable to common stockholders	$	40,674	$	50,027	$	129,483	$	145,062

See notes to condensed consolidated financial statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND

REDEEMABLE NONCONTROLLING INTERESTS (Unaudited)

(in thousands, except per share data)

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

See notes to condensed consolidated financial statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND

REDEEMABLE NONCONTROLLING INTERESTS (Unaudited)—(Continued)

(in thousands, except per share data)

	Nine Months Ended September 30, 2022
	Common<br>Stock		Additional<br>Paid-In<br>Capital		Accumulated Deficit		Accumulated Other<br>Comprehensive<br>Income (Loss)		Treasury<br>Stock		Total<br>Stockholders'<br>Equity		Redeemable<br>Noncontrolling<br>Interests
January 1, 2022	$	543	$	715,847	$	(231,967)	$	(5,886)	$	(223,354)	$	255,183	$	89,143
Dividends ($1.65 per share)	—		—		(82,812)		—		—		(82,812)		—
Issuance of common stock	7		1,030		—		—		—		1,037		—
Repurchase of common stock	—		—		—		—		(25,871)		(25,871)		—
Issuance of restricted stock units—net	—		4,037		—		—		—		4,037		—
Amortization of restricted stock units—net	—		34,573		—		—		—		34,573		—
Net income (loss)	—		—		138,544		—		—		138,544		(25,940)
Other comprehensive income (loss)	—		—		—		(9,061)		—		(9,061)		—
Net contributions (distributions) attributable to redeemable noncontrolling interests	—		—		—		—		—		—		134,624
Net consolidation (deconsolidation) of investment vehicles	—		—		—		—		—		—		(120,297)
September 30, 2022	$	550	$	755,487	$	(176,235)	$	(14,947)	$	(249,225)	$	315,630	$	77,530
	Nine Months Ended September 30, 2021
	Common<br>Stock		Additional<br>Paid-In<br>Capital		Accumulated Deficit		Accumulated Other<br>Comprehensive<br>Income (Loss)		Treasury<br>Stock		Total<br>Stockholders'<br>Equity		Redeemable<br>Noncontrolling<br>Interests
January 1, 2021	$	535	$	670,142	$	(291,542)	$	(4,134)	$	(200,762)	$	174,239	$	50,665
Dividends ($1.35 per share)	—		—		(67,048)		—		—		(67,048)		—
Issuance of common stock	7		1,001		—		—		—		1,008		—
Repurchase of common stock	—		—		—		—		(21,367)		(21,367)		—
Issuance of restricted stock units—net	—		3,754		—		—		—		3,754		—
Amortization of restricted stock units—net	—		28,893		—		—		—		28,893		—
Net income (loss)	—		—		146,914		—		—		146,914		9,309
Other comprehensive income (loss)	—		—		—		(1,852)		—		(1,852)		—
Net contributions (distributions) attributable to redeemable noncontrolling interests	—		—		—		—		—		—		6,058
September 30, 2021	$	542	$	703,790	$	(211,676)	$	(5,986)	$	(222,129)	$	264,541	$	66,032

See notes to condensed consolidated financial statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

	Nine Months Ended <br>September 30,
	2022		2021
Cash flows from operating activities:
Net income	$	112,604	$	156,223
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation expense—net	36,462		30,993
Depreciation and amortization	4,145		4,331
Amortization of right-of-use assets	8,139		7,715
(Gain) loss from investments—net	30,926		(11,919)
Deferred income taxes	(1,445)		1,813
Foreign currency (gain) loss	2,774		2,445
Changes in operating assets and liabilities:
Accounts receivable	2,472		(21,907)
Due from brokers	(2,446)		1,970
Investments within consolidated investment vehicles	(162,936)		(9,784)
Other assets	3,892		(1,317)
Accrued compensation and benefits	(16,796)		7,844
Distribution and service fees payable	(459)		3,523
Operating lease liabilities	(9,048)		(8,621)
Due to brokers	7,441		2,056
Income tax payable	(14,797)		8,447
Other liabilities and accrued expenses	2,719		(2,846)
Net cash provided by (used in) operating activities	3,647		170,966
Cash flows from investing activities:
Purchases of investments	(132,491)		(44,399)
Proceeds from sales and maturities of investments	90,530		83,547
Purchases of property and equipment	(2,948)		(1,880)
Net cash provided by (used in) investing activities	(44,909)		37,268
Cash flows from financing activities:
Issuance of common stock—net	881		856
Repurchase of common stock	(25,871)		(21,367)
Dividends to stockholders	(80,508)		(65,224)
Net contributions (distributions) from redeemable noncontrolling interests	134,624		6,058
Net cash provided by (used in) financing activities	29,126		(79,677)
Net increase (decrease) in cash and cash equivalents	(12,136)		128,557
Effect of foreign exchange rate changes on cash and cash equivalents	(7,979)		(1,317)
Cash and cash equivalents, beginning of the period	185,356		41,232
Cash and cash equivalents, end of the period	$	165,241	$	168,472

See notes to condensed consolidated financial statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

(UNAUDITED)

Supplemental disclosures of cash flow information:

The following table provides a reconciliation of cash and cash equivalents reported within the condensed consolidated statements of financial condition to the cash and cash equivalents reported within the condensed consolidated statements of cash flows above:

	Nine Months Ended <br>September 30,
(in thousands)	2022		2021
Cash and cash equivalents	$	161,957	$	168,472
Cash included in investments (1)	3,284		—
Total cash and cash equivalents within condensed consolidated statements of cash flows	$	165,241	$	168,472

________________________

(1) Cash included in investments represents operating cash held in a consolidated investment vehicle.

During the nine months ended September 30, 2022 and 2021, the Company paid taxes of $50.9 million and $28.1 million, respectively.

Supplemental disclosures of non-cash investing and financing activities:

In connection with its stock incentive plan, the Company issued dividend equivalents in the form of restricted stock units, net of forfeitures, in the amount of $2.3 million and $1.8 million for the nine months ended September 30, 2022 and 2021, respectively. These amounts are included in the issuance of restricted stock units—net and in dividends in the condensed consolidated statements of changes in stockholders' equity.

Effective August 1, 2022, the Company's proportionate ownership interest in a variable interest entity, the Cohen & Steers SICAV Diversified Real Assets Fund (SICAV RAP), fell below 10% and the Company deconsolidated the assets and liabilities of SICAV RAP resulting in a non-cash reduction of $120.3 million from both investments and redeemable noncontrolling interests.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Organization and Description of Business

Cohen & Steers, Inc. (CNS) was organized as a Delaware corporation on March 17, 2004. CNS is the holding company for its direct and indirect subsidiaries, including Cohen & Steers Capital Management, Inc. (CSCM), Cohen & Steers Securities, LLC (CSS), Cohen & Steers UK Limited (CSUK), Cohen & Steers Ireland Limited (CSIL), Cohen & Steers Asia Limited (CSAL) and Cohen & Steers Japan Limited (CSJL) (collectively, the Company).

The Company is a global investment manager specializing in real assets and alternative income, including real estate, preferred securities, infrastructure, resource equities, commodities, as well as multi-strategy solutions. Founded in 1986, the Company is headquartered in New York City, with offices in London, Dublin, Hong Kong and Tokyo.

Basis of Presentation and Significant Accounting Policies

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements set forth herein include the accounts of CNS and its direct and indirect subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

The condensed consolidated financial statements of the Company included herein are unaudited and have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the interim results have been made. The Company's condensed consolidated financial statements and the related notes should be read together with the consolidated financial statements and the related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

Accounting Estimates—The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes the estimates used in preparing the condensed consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates.

Consolidation of Investment Vehicles—The Company's financial interests in investment vehicles, including the management fees that are received, are evaluated at inception and thereafter, if there is a reconsideration event, in order to determine whether to apply the Variable Interest Entity (VIE) model or the Voting Interest Entity (VOE) model.

A VIE is an entity in which either the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or the group of holders of the equity investment at risk lack certain characteristics of a controlling financial interest. The primary beneficiary is the entity that has the power to direct the activities of the VIE that most significantly affect its performance, and the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Subscriptions and redemptions or amendments to the governing documents of the respective entities could affect an entity's status as a VIE or the determination of the primary beneficiary. Limited partnerships and similar entities are determined to be a VIE when the Company is the general partner and the limited partners do not hold substantive kick-out or participation rights. The Company assesses whether it is the primary beneficiary of any VIEs identified by evaluating its economic interests in the entity held either directly by the Company and its affiliates or indirectly through employees. VIEs for which the Company is deemed to be the primary beneficiary are consolidated.

Investments that are determined to be VOEs are consolidated when the Company’s ownership interest is greater than 50% of the outstanding voting interests of the vehicle.

The Company records noncontrolling interests in consolidated investment vehicles for which the Company’s ownership is less than 100%.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Cash and Cash Equivalents—Cash and cash equivalents are on deposit with several highly rated financial institutions and include short-term, highly liquid investments, which are readily convertible into cash and have original maturities of three months or less.

Due from/to Brokers—The Company, including the consolidated investment vehicles, may transact with brokers for certain investment activities. The clearing and custody operations for these investment activities are performed pursuant to contractual agreements. The due from/to brokers balances represent cash and/or cash collateral balances at brokers/custodians and/or receivables and payables for unsettled securities transactions with brokers/custodians.

Investments—Management of the Company determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination no less than on a quarterly basis. The Company's investments are categorized as follows:

•Equity investments at fair value are comprised of corporate investments and investments held within the consolidated investment vehicles, which generally represent common stocks, limited partnership interests, master limited partnership interests, preferred securities and other seed investments.

•Trading investments are comprised of corporate investments and investments held within the consolidated investment vehicles, which generally represent U.S. Treasury securities and investment-grade corporate debt securities.

•Equity method investments, which generally represent seed investments in investment vehicles for which the Company is able to exercise significant influence but not control over the investment. When using the equity method, the Company recognizes its respective share of net income or loss for the period which is recorded in gain (loss) from investments—net in the Company's condensed consolidated statements of operations.

Realized and unrealized gains and losses on equity investments at fair value, trading investments and equity method investments are recorded in gain (loss) from investments—net in the Company's condensed consolidated statements of operations.

From time to time, the Company, including the consolidated investment vehicles, may enter into derivative contracts, including options, futures and swaps contracts, to gain exposure to the underlying commodities markets or to economically hedge market risk of the underlying portfolios. Gains and losses on derivative contracts are recorded in gain (loss) from investments—net in the Company's condensed consolidated statements of operations. The fair values of these instruments are recorded in other assets or other liabilities and accrued expenses on the Company's condensed consolidated statements of financial condition.

Additionally, from time to time, the Company, including the consolidated investment vehicles, may enter into forward foreign exchange contracts to economically hedge currency exposure. These instruments are measured at fair value based on the prevailing forward exchange rate with gains and losses recorded in foreign currency gain (loss)—net in the Company’s condensed consolidated statements of operations. The fair values of these contracts are recorded in other assets or other liabilities and accrued expenses on the Company’s condensed consolidated statements of financial condition.

Leases—The Company determines if an arrangement is a lease at inception. The Company has operating leases for corporate offices and certain information technology equipment which are included in operating lease right-of-use (ROU) assets and operating lease liabilities on the Company’s condensed consolidated statements of financial condition.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent obligations to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the net present value of lease payments over the life of the lease. The majority of the Company’s lease agreements do not provide an implicit rate. As a result, the Company used its estimated incremental borrowing rate based on the information available as of lease commencement dates in determining the present value of lease payments. The operating lease ROU assets reflect any upfront lease payments made as well as lease incentives received. The lease terms may include options to extend or terminate the lease and these are factored into the determination of the ROU asset and lease liability at lease inception when and if it is reasonably certain that the Company will exercise that option. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The Company has certain lease agreements with non-lease components such as maintenance and executory costs, which are accounted for separately and not included in ROU assets.

ROU assets are tested for impairment whenever changes in facts or circumstances indicate that the carrying amount of an asset may not be recoverable. Modification of a lease term would result in remeasurement of the lease liability and a corresponding adjustment to the ROU assets.

Redeemable Noncontrolling Interests—Redeemable noncontrolling interests represent third-party interests in the consolidated investment vehicles. These interests are redeemable at the option of the investors and therefore are not treated as permanent equity. Redeemable noncontrolling interests are recorded at fair value which approximates the redemption value at each reporting period.

Investment Advisory and Administration Fees—The Company earns revenue by providing asset management services to institutional accounts, open-end and closed-end funds as well as model-based portfolios. Investment advisory fees are earned pursuant to the terms of investment management agreements and are generally based on a contractual fee rate applied to the average assets under management. The Company also earns administration fees from certain open-end and closed-end funds pursuant to the terms of underlying administration contracts. Administration fees are based on the average daily assets under management of such funds. Investment advisory and administration fee revenue is recognized when earned and is recorded net of any fund reimbursements. The investment advisory and administration contracts each include a single performance obligation as the services provided are not separately identifiable and are accounted for as a series satisfied over time using a time-based method (days elapsed). Additionally, investment advisory and administration fees represent variable consideration, as fees are based on average assets under management which fluctuate daily.

In certain instances, the Company may earn performance fees when specified performance hurdles are met during the performance period. Performance fees are forms of variable consideration and are not recognized until it becomes probable that there will not be a significant reversal of the cumulative revenue recognized.

Distribution and Service Fee Revenue—Distribution and service fee revenue is based on the average daily net assets of certain share classes of open-end funds distributed by CSS. Distribution and service fee revenue is earned daily and is recorded gross of any third-party distribution and service fee expense for applicable share classes.

Distribution fee agreements include a single performance obligation that is satisfied at a point in time when an investor purchases shares in an open-end fund. For all periods presented, a portion of the distribution fee revenue recognized in the period may relate to performance obligations satisfied (or partially satisfied) in prior periods. Service fee agreements include a single performance obligation as the services provided are not separately identifiable and are accounted for as a series satisfied over time using a time-based method (days elapsed). Additionally, distribution and service fees represent variable consideration, as fees are based on average assets under management which fluctuate daily.

Distribution and Service Fee Expense—Distribution and service fee expense includes distribution fees, shareholder servicing fees and intermediary assistance payments.

Distribution fees represent payments made to qualified intermediaries for assistance in connection with the distribution of certain open-end funds' shares and for other expenses such as advertising, printing and distribution of prospectuses to investors. Such amounts may also be used to pay financial intermediaries for services as specified in the terms of written agreements complying with Rule 12b-1 of the Investment Company Act of 1940. Distribution fees are based on average daily net assets under management of certain share classes of certain of the funds.

Shareholder servicing fees represent payments made to qualified intermediaries for shareholder account service and maintenance. These services are provided pursuant to written agreements with such qualified institutions. Shareholder servicing fees are generally based on average daily net assets under management.

Intermediary assistance payments represent payments to qualified intermediaries for activities related to distribution, shareholder servicing as well as marketing and support of certain open-end funds and are incremental to those described above. Intermediary assistance payments are generally based on average daily net assets under management.

Stock-based Compensation—The Company recognizes compensation expense for the grant-date fair value of restricted stock unit awards to certain employees. This expense is recognized over the period during which employees are required to

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

provide service. Forfeitures are recorded as incurred. Any change to the key terms of an employee’s award subsequent to the grant date is evaluated and, if necessary, accounted for as a modification. If the modification results in the remeasurement of the fair value of the award, the remeasured compensation cost is recognized over the remaining service period.

Income Taxes—The Company records the current and deferred tax consequences of all transactions that have been recognized in the condensed consolidated financial statements in accordance with the provisions of the enacted tax laws. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years at tax rates that are expected to apply in those years. Deferred tax liabilities are recognized for temporary differences that will result in taxable income in future years at tax rates that are expected to apply in those years. The Company records a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized. The effective tax rate for interim periods is based on the Company's best estimate of the effective tax rate expected to be applied

to the full fiscal year adjusted for discrete tax items during the period.

The calculation of tax liabilities involves uncertainties in the application of complex tax laws and regulations across the Company's global operations. A tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, on the basis of the technical merits. The Company records potential interest and penalties related to uncertain tax positions in the provision for income taxes in the condensed consolidated statements of operations.

Currency Translation and Transactions—Assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the applicable condensed consolidated statement of financial condition date. Revenue and expenses of such subsidiaries are translated at average exchange rates during the period. The gains or losses resulting from translating non-U.S. dollar functional currency into U.S. dollars are included in the Company's condensed consolidated statements of comprehensive income. Gains or losses resulting from transactions denominated in currencies other than the U.S. dollar within certain foreign subsidiaries and gains and losses arising on revaluation of U.S. dollar-denominated assets and liabilities held by certain foreign subsidiaries are included in foreign currency gain (loss)—net in the Company’s condensed consolidated statements of operations.

The cumulative translation adjustment was $(14.9) million and $(5.9) million at September 30, 2022 and December 31, 2021, respectively, and was reported within accumulated other comprehensive income (loss) on the condensed consolidated statements of financial condition.

Comprehensive Income—The Company reports all changes in comprehensive income in the condensed consolidated statements of comprehensive income. Comprehensive income generally includes net income or loss attributable to common stockholders and amounts attributable to foreign currency translation gain (loss).

Recently Issued Accounting Pronouncements—In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The standard clarifies that contractual sale restrictions are not considered in measuring the fair value of equity securities, which would be a change in practice for certain entities. The ASU also indicates that a contractual sale restriction is not a separate unit of account, and requires new disclosures for all entities with equity securities subject to a contractual sale restriction. This new guidance will be effective on January 1, 2024. The Company does not expect that the adoption of this new standard will have a material effect on the Company's condensed consolidated financial statements and related disclosures.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Revenue

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

	Three Months Ended <br>September 30,				Nine Months Ended <br>September 30,
(in thousands)	2022		2021		2022		2021
Client domicile:
North America	$	122,944	$	134,243	$	387,572	$	368,685
Japan	8,824		9,960		27,610		28,021
Europe, Middle East and Africa	4,986		6,593		16,344		17,869
Asia Pacific excluding Japan	3,197		3,391		10,045		9,628
Total	$	139,951	$	154,187	$	441,571	$	424,203
	Three Months Ended <br>September 30,				Nine Months Ended <br>September 30,
---	---	---	---	---	---	---	---	---
(in thousands)	2022		2021		2022		2021
Investment vehicle:
Open-end funds	$	80,500	$	88,026	$	256,246	$	237,082
Institutional accounts	32,500		38,039		103,612		106,407
Closed-end funds	26,951		28,122		81,713		80,714
Total	$	139,951	$	154,187	$	441,571	$	424,203

Investments

The following table summarizes the Company's investments:

(in thousands)	September 30, 2022		December 31, 2021
Equity investments at fair value	$	143,963	$	130,930
Trading	57,729		23,711
Equity method	20		13
Total investments	$	201,712	$	154,654

The following table summarizes gain (loss) from investments—net:

	Three Months Ended <br>September 30,				Nine Months Ended <br>September 30,
(in thousands)	2022		2021		2022		2021
Net realized gains (losses) during the period	$	(653)	$	2,274	$	10,192	$	6,730
Net unrealized gains (losses) during the period on investments<br><br>still held at the end of the period	(5,267)		(2,692)		(41,118)		5,189
Gain (loss) from investments—net (1)	$	(5,920)	$	(418)	$	(30,926)	$	11,919

________________________

(1)Included gain (loss) on derivative contracts, which are utilized to hedge a portion of the market risk of the Company's seed investments.

At September 30, 2022, the Company's consolidated VIEs included the Cohen & Steers SICAV Global Listed Infrastructure Fund (GLI SICAV), the Cohen & Steers SICAV Global Real Estate Fund (SICAV GRE), the Cohen & Steers Co-Investment Partnership, L.P. (GRP-CIP) and the Cohen & Steers Real Estate Opportunities Fund, L.P. (REOF). During the nine months ended September 30, 2022, SICAV RAP was deconsolidated. At December 31, 2021, the Company's consolidated VIEs included GLI SICAV, SICAV GRE, SICAV RAP, GRP-CIP and REOF.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

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

(in thousands)	September 30, 2022
	GLI SICAV		SICAV GRE		GRP-CIP		REOF		Total
Assets (1)
Investments	$	31,891	$	69,631	$	150	$	20,636	$	122,308
Due from brokers	523		717		32		—		1,272
Other assets	95		260		—		51		406
Total assets	32,509		70,608		182		20,687		123,986
Liabilities (1)
Due to brokers	$	835	$	480	$	—	$	—	$	1,315
Other liabilities and accrued<br><br>expenses	58		170		5		515		748
Total liabilities	893		650		5		515		2,063
Net assets	$	31,616	$	69,958	$	177	$	20,172	$	121,923
Attributable to the Company	$	17,576	$	10,832	$	177	$	15,808	$	44,393
Attributable to redeemable non-controlling interests	14,040		59,126		—		4,364		77,530
Net assets	$	31,616	$	69,958	$	177	$	20,172	$	121,923

_________________________

(1) The assets may only be used to settle obligations of each VIE and the liabilities are the sole obligation of each VIE, for which creditors do not have recourse to the general credit of the Company.

	December 31, 2021
(in thousands)	GLI SICAV		SICAV GRE		SICAV RAP		GRP-CIP		REOF		Total
Assets (1)
Investments	$	8,266	$	57,354	$	59,493	$	150	$	2,649	$	127,912
Due from brokers	—		1,107		86		147		—		1,340
Other assets	42		214		740		—		593		1,589
Total assets	8,308		58,675		60,319		297		3,242		130,841
Liabilities (1)
Due to brokers	$	—	$	347	$	579	$	—	$	—	$	926
Other liabilities and accrued<br><br>expenses	35		126		108		5		415		689
Total liabilities	35		473		687		5		415		1,615
Net assets	$	8,273	$	58,202	$	59,632	$	292	$	2,827	$	129,226
Attributable to the Company	$	8,261	$	15,355	$	13,348	$	292	$	2,827	$	40,083
Attributable to redeemable non-controlling interests	12		42,847		46,284		—		—		89,143
Net assets	$	8,273	$	58,202	$	59,632	$	292	$	2,827	$	129,226

_________________________

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Fair Value

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

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

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

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

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

The following tables present fair value measurements:

	September 30, 2022
(in thousands)	Level 1		Level 2		Level 3		Investments<br><br>Measured at<br><br>NAV (1)		Total
Cash equivalents	$	91,901	$	—	$	—	$	—	$	91,901
Equity investments at fair value:
Common stocks	$	127,672	$	768	$	—	$	—	$	128,440
Company-sponsored funds	191		—		—		—		191
Limited partnership interests	—		—		12,610		1,357		13,967
Master limited partnership interests	410		—		—		—		410
Preferred securities	814		11		—		—		825
Other	—		—		—		130		130
Total	$	129,087	$	779	$	12,610	$	1,487	$	143,963
Trading investments:
Fixed income	$	—	$	57,729	$	—	$	—	$	57,729
Equity method investments	$	—	$	—	$	—	$	20	$	20
Total investments	$	129,087	$	58,508	$	12,610	$	1,507	$	201,712
Derivatives - assets:
Total return swaps - commodities	$	—	$	75	$	—	$	—	$	75
Total return swaps - equities	—		3,067		—		—		3,067
Forward contracts - foreign exchange	—		1,439		—		—		1,439
Total	$	—	$	4,581	$	—	$	—	$	4,581
Derivatives - liabilities:
Total return swaps - commodities	$	—	$	116	$	—	$	—	$	116
Forward contracts - foreign exchange	—		4		—		—		4
Total	$	—	$	120	$	—	$	—	$	120

________________________

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

	December 31, 2021
(in thousands)	Level 1		Level 2		Level 3		Investments<br><br>Measured at<br><br>NAV (1)		Total
Cash equivalents	$	104,591	$	—	$	—	$	—	$	104,591
Equity investments at fair value:
Common stocks	$	126,301	$	116	$	—	$	—	$	126,417
Limited partnership interests	—		—		—		1,816		1,816
Master limited partnership interests	986		—		—		—		986
Preferred securities	1,465		—		—		—		1,465
Other	103		—		—		143		246
Total	$	128,855	$	116	$	—	$	1,959	$	130,930
Trading investments:
Fixed income	$	—	$	23,711	$	—	$	—	$	23,711
Equity method investments	$	—	$	—	$	—	$	13	$	13
Total investments	$	128,855	$	23,827	$	—	$	1,972	$	154,654
Derivatives - assets:
Total return swaps - commodities (2)	$	—	$	481	$	—	$	—	$	481
Forward contracts - foreign exchange	—		209		—		—		209
Total	$	—	$	690	$	—	$	—	$	690
Derivatives - liabilities:
Total return swaps - commodities	$	—	$	17	$	—	$	—	$	17
Total return swaps - equities	—		867		—		—		867
Forward contracts - foreign exchange	—		3		—		—		3
Total	$	—	$	887	$	—	$	—	$	887

________________________

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

(2) Included total return swaps - commodities held by consolidated investment vehicles.

Equity investments at fair value classified as Level 2 were comprised of common stocks for which quoted prices in active markets are not available. Fair values for the common stocks classified as Level 2 were generally based on quoted prices for similar instruments in active markets.

Equity investments at fair value classified as Level 3 as of September 30, 2022 were comprised of a limited partnership interest in a joint venture that holds an investment in private real estate.

Trading investments classified as Level 2 were comprised of U.S. Treasury securities and corporate debt securities. Fair values were generally determined using third-party pricing services. The pricing services may utilize evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information.

Investments measured at NAV were comprised of certain investments measured at fair value using NAV (or its equivalent) as a practical expedient as follows:

•Equity investments at fair value included:

◦limited partnership interests in private real estate funds; and

◦the Company's co-investment in a Cayman trust invested in global listed infrastructure securities (which is included in "Other" in the leveling table).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

•Equity method investments included the Company's partnership interests in Cohen & Steers Global Realty Partners III-TE, L.P. (GRP-TE) and Cohen & Steers Global Listed Infrastructure Fund L.P. (LPGI). GRP-TE invests in non-registered real estate funds and LPGI invests in global infrastructure securities. The Company's ownership interest in GRP-TE was approximately 0.2% and 0.01% at September 30, 2022 and December 31, 2021, respectively. The Company's ownership interest in LPGI was approximately 0.01% at September 30, 2022 and no ownership at December 31, 2021.

At September 30, 2022 and December 31, 2021, the Company did not have the ability to redeem its limited partnership interests in private real estate funds or its interest in GRP-TE. There were no contractual restrictions on the Company's ability to redeem its interest in the Cayman trust or LPGI.

Investments measured at NAV as a practical expedient have not been classified in the fair value hierarchy. The amounts presented in the above tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented on the condensed consolidated statements of financial condition.

Swap contracts classified as Level 2 were valued based on the underlying futures contracts or equity indices.

Foreign currency exchange contracts classified as Level 2 were valued based on the prevailing forward exchange rate, which is an input that is observable in active markets.

The following table summarizes the changes in Level 3 investments measured at fair value on a recurring basis:

	Three Months Ended <br>September 30,				Nine Months Ended <br>September 30,
(in thousands)	2022		2021		2022		2021
Balance at beginning of period	$	18,592	$	—	$	—	$	—
Purchases/contributions	—		—		19,380		—
Sales/distributions	(5,874)		—		(5,874)		—
Unrealized gains (losses)	(108)		—		(896)		—
Balance at end of period	$	12,610	$	—	$	12,610	$	—

Unrealized gains (losses) and realized gains (losses), if any, in the above table were recorded in gain (loss) from investments—net in the Company's condensed consolidated statements of operations.

Valuation Techniques

In certain instances, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable broker-dealers or independent pricing services. In determining the value of a particular investment, independent pricing services may use information with respect to transactions in such investments, broker quotes, pricing matrices, market transactions in comparable investments and various relationships between investments. As part of its independent price verification process, the Company generally performs reviews of valuations provided by broker-dealers or independent pricing services. Investments in funds are valued at their closing price or NAV (or its equivalent) as a practical expedient.

In the absence of observable market prices, the Company values its investments using valuation methodologies applied on a consistent basis. For some investments, little market activity may exist; management's determination of fair value is then based on the best information available in the circumstances, and may incorporate management's own assumptions and involve a significant degree of judgment, taking into consideration a combination of internal and external factors. Such investments are valued no less than on a quarterly basis, taking into consideration any changes in key inputs and changes in economic and other relevant conditions, and valuation models are updated accordingly. Additionally, the Company has retained an independent valuation services firm to assist in the determination of the fair value of certain private real estate investments. The Company has established a valuation committee, comprised of senior members from various departments within the Company, to administer, implement and oversee the valuation policies and procedures.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The following table summarizes the valuation techniques and significant unobservable inputs approved by the Valuation Committee for Level 3 investments measured at fair value on a recurring basis:

	Fair Value<br>(in thousands)	Valuation Technique	Unobservable Inputs	Value
Limited partnership interests	$12,610	Discounted cash flow	Discount rate <br>Terminal capitalization rate	8.25%<br><br>7.25%

Changes in the significant unobservable inputs in the above tables may result in a materially higher or lower fair value measurement.

Derivatives

The following tables summarize the notional amount and fair value of the outstanding derivative financial instruments, none of which were designated in a formal hedging relationship:

	As of September 30, 2022
	Notional Amount				Fair Value (1)
(in thousands)	Long		Short		Assets		Liabilities
Corporate derivatives:
Total return swaps - commodities	$	2,247	$	1,939	$	75	$	116
Total return swaps - equities	—		28,327		3,067		—
Forward contracts - foreign exchange	—		16,599		1,439		4
Total corporate derivatives	$	2,247	$	46,865	$	4,581	$	120
	As of December 31, 2021
---	---	---	---	---	---	---	---	---
	Notional Amount				Fair Value (1)
(in thousands)	Long		Short		Assets		Liabilities
Corporate derivatives:
Total return swaps - commodities	$	2,549	$	3,810	$	94	$	17
Total return swaps - equities	—		22,899		—		867
Forward contracts - foreign exchange	—		11,969		209		3
Total corporate derivatives	$	2,549	$	38,678	$	303	$	887
Derivatives held by consolidated investment vehicles:
Total return swaps - commodities	10,931		—		387		—
Total	$	13,480	$	38,678	$	690	$	887

________________________

(1) The fair value of derivative financial instruments is recorded in other assets and other liabilities and accrued expenses on the Company's condensed consolidated statements of financial condition.

The Company's corporate derivatives include:

•Total return equity and commodity swap contracts which are utilized to economically hedge a portion of the market risk of certain seed investments and to gain exposure in the commodities market for the purpose of establishing a performance track record; and

•Forward foreign exchange contracts which are utilized to economically hedge currency exposure arising from certain non-U.S. dollar investment advisory fees.

At December 31, 2021, non-corporate derivatives were comprised of commodity swap contracts that were utilized by certain of the consolidated investment vehicles to gain exposure in the commodities market as part of the vehicles' investment strategies.

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

For corporate derivatives, cash included in due from brokers on the condensed consolidated statements of financial condition of $1.5 million and $2.2 million at September 30, 2022 and December 31, 2021, respectively, and U.S. Treasury securities included in investments of $0.2 million at December 31, 2021, were held as collateral for forward and swap contracts. At September 30, 2022, due to brokers included $3.1 million of cash collateral payable to trade counterparties.

At December 31, 2021, for non-corporate derivatives, due to brokers included $0.5 million of cash collateral payable to trade counterparties.

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

	Three Months Ended <br>September 30,				Nine Months Ended <br>September 30,
(in thousands)	2022		2021		2022		2021
Corporate derivatives:
Futures - commodities	$	—	$	813	$	—	$	2,981
Total return swaps - commodities	(27)		(748)		(242)		(2,741)
Total return swaps - equities	3,044		100		6,447		(2,408)
Forward contracts - foreign exchange	839		156		1,229		633
Total corporate derivatives	$	3,856	$	321	$	7,434	$	(1,535)
Derivatives held by consolidated investment vehicles:
Total return swaps - commodities	828		619		3,988		1,691
Total (1)	$	4,684	$	940	$	11,422	$	156

________________________

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

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 <br>September 30,				Nine Months Ended <br>September 30,
(in thousands, except per share data)	2022		2021		2022		2021
Net income	$	39,614	$	51,387	$	112,604	$	156,223
Net (income) loss attributable to redeemable noncontrolling interests	4,956		96		25,940		(9,309)
Net income attributable to common stockholders	$	44,570	$	51,483	$	138,544	$	146,914
Basic weighted average shares outstanding	48,815		48,386		48,765		48,273
Dilutive potential shares from restricted stock units	502		876		522		703
Diluted weighted average shares outstanding	49,317		49,262		49,287		48,976
Basic earnings per share attributable to common stockholders	$	0.91	$	1.06	$	2.84	$	3.04
Diluted earnings per share attributable to common stockholders	$	0.90	$	1.05	$	2.81	$	3.00
Anti-dilutive common stock equivalents excluded from the calculation	2		—		2		—

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Income Taxes

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

	Three Months Ended <br>September 30,				Nine Months Ended <br>September 30,
	2022		2021		2022		2021
U.S. statutory tax rate	21.0	%	21.0	%	21.0	%	21.0	%
State and local income taxes, net of federal benefit	3.1		3.9		3.1		3.9
Non-deductible executive compensation	1.6		1.8		2.6		2.1
Excess tax benefits related to the vesting and delivery of restricted stock units	—		—		(3.3)		(3.0)
Unrecognized tax benefit adjustments	0.1		0.9		(3.6)		(2.6)
Other	0.1		(1.6)		0.2		(0.7)
Effective income tax rate	25.9	%	26.0	%	20.0	%	20.7	%

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 <br>September 30,				Nine Months Ended <br>September 30,
(in thousands)	2022		2021		2022		2021
Investment advisory and administration fees (1)	$	96,187	$	103,426	$	301,227	$	283,480
Distribution and service fees	8,557		9,900		27,431		27,371
Total	$	104,744	$	113,326	$	328,658	$	310,851

_________________________

(1) Investment advisory and administration fees are reflected net of fund reimbursements of $4.5 million and $4.2 million for the three months ended September 30, 2022 and 2021, respectively, and $13.1 million and $11.5 million for the nine months ended September 30, 2022 and 2021, respectively.

Included in accounts receivable at September 30, 2022 and December 31, 2021 are receivables due from Company-sponsored funds of $34.5 million and $40.8 million, respectively. Included in accounts payable at September 30, 2022 and December 31, 2021 are payables due to Company-sponsored funds of $0.8 million and $1.1 million, respectively.

Leases

The Company has operating leases for corporate offices and certain information technology equipment.

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

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Commitments and Contingencies

From time to time, the Company is involved in legal matters relating to claims arising in the ordinary course of business. There are currently no such matters pending that the Company believes could have a material adverse effect on its condensed consolidated results of operations, cash flows or financial position.

The Company has committed to invest up to $50.0 million in REOF. As of September 30, 2022, the Company had funded $17.4 million of this commitment. The timing for funding the remaining portion of the Company's commitment is determined by the fund.

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.

Subsequent Events

The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the condensed consolidated financial statements were issued. Other than the items described below, the Company determined that there were no additional subsequent events that require disclosure and/or adjustment.

On November 3, 2022, the Company declared a quarterly dividend on its common stock in the amount of $0.55 per share. This dividend will be payable on November 29, 2022 to stockholders of record at the close of business on November 14, 2022.

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

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

Executive Overview

General

We are a global investment manager specializing in real assets and alternative income, including real estate, preferred securities, infrastructure, resource equities, commodities, as well as multi-strategy solutions. Founded in 1986, we are headquartered in New York City, with offices in London, Dublin, Hong Kong and Tokyo.

Our primary investment strategies include U.S. real estate, preferred securities and low duration preferred securities, global/international real estate, global listed infrastructure, real assets multi-strategy, midstream energy and MLPs, as well as global natural resource equities. Our strategies seek to achieve a variety of investment objectives for different risk profiles and are actively managed by specialist teams of investment professionals who employ fundamental-driven research and portfolio management processes. We offer our strategies through a variety of investment vehicles, including U.S. and non-U.S. registered funds and other commingled vehicles, separate accounts and subadvised portfolios.

Our distribution network encompasses two major channels, wealth and institutional. Our wealth channel includes registered investment advisers, wirehouses, independent and regional broker dealers and bank trusts. Our institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries.

Our revenue from the wealth channel is derived from investment advisory, administration, distribution and service fees from open-end and closed-end funds. Our revenue from the institutional channel is derived from fees received from our clients for managing advised and subadvised accounts. Our fees are based on contractually specified rates applied to the value of the assets we manage and, in certain cases, may include a performance-based fee. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of market appreciation and depreciation, contributions or withdrawals from investor accounts and distributions.

Inflation and the associated increase in interest rates have combined to adversely affect the total value of our assets under management, which will reduce the fees we earn. In addition, inflationary pressures have negatively impacted our expenses, particularly segments of compensation and certain operating and vendor costs.

The Russian invasion of Ukraine has impacted global financial markets, introducing new threats to global economic growth and adding to inflationary pressures. We have taken measures to ensure ongoing compliance with all applicable sanctions and guidance issued by authorities globally against certain regions, entities, or individuals. Our overall exposure to Russian and Ukrainian securities is limited and we do not expect a material impact to our financial results.

Assets Under Management

By Investment Vehicle

(in millions)

	Three Months Ended <br>September 30,						Nine Months Ended <br>September 30,
	2022			2021			2022			2021
Open-end Funds
Assets under management, beginning of period	$	41,583		$	43,532		$	50,911		$	35,160
Inflows	4,019			4,321			13,764			13,968
Outflows	(4,751)			(2,320)			(14,532)			(7,716)
Net inflows (outflows)	(732)			2,001			(768)			6,252
Market appreciation (depreciation)	(3,212)			336			(11,601)			5,007
Distributions	(293)			(276)			(1,196)			(826)
Total increase (decrease)	(4,237)			2,061			(13,565)			10,433
Assets under management, end of period	$	37,346		$	45,593		$	37,346		$	45,593
Percentage of total assets under management	47.2		%	46.9		%	47.2		%	46.9		%
Average assets under management	$	42,322		$	45,666		$	45,174		$	41,288
Institutional Accounts
Assets under management, beginning of period	$	34,506		$	40,156		$	42,727		$	33,255
Inflows	1,374			1,380			4,693			5,541
Outflows	(1,251)			(1,996)			(5,051)			(4,198)
Net inflows (outflows)	123			(616)			(358)			1,343
Market appreciation (depreciation)	(3,527)			102			(10,754)			5,657
Distributions	(235)			(295)			(748)			(908)
Total increase (decrease)	(3,639)			(809)			(11,860)			6,092
Assets under management, end of period	$	30,867		$	39,347		$	30,867		$	39,347
Percentage of total assets under management	39.0		%	40.5		%	39.0		%	40.5		%
Average assets under management	$	35,396		$	40,880		$	37,823		$	38,219
Closed-end Funds
Assets under management, beginning of period	$	11,773		$	12,537		$	12,991		$	11,493
Inflows	11			18			567			186
Outflows	—			(119)			—			(119)
Net inflows (outflows)	11			(101)			567			67
Market appreciation (depreciation)	(647)			31			(2,121)			1,203
Distributions	(152)			(147)			(452)			(443)
Total increase (decrease)	(788)			(217)			(2,006)			827
Assets under management, end of period	$	10,985		$	12,320		$	10,985		$	12,320
Percentage of total assets under management	13.9		%	12.7		%	13.9		%	12.7		%
Average assets under management	$	12,025		$	12,633		$	12,333		$	12,206
Total
Assets under management, beginning of period	$	87,862		$	96,225		$	106,629		$	79,908
Inflows	5,404			5,719			19,024			19,695
Outflows	(6,002)			(4,435)			(19,583)			(12,033)
Net inflows (outflows)	(598)			1,284			(559)			7,662
Market appreciation (depreciation)	(7,386)			469			(24,476)			11,867
Distributions	(680)			(718)			(2,396)			(2,177)
Total increase (decrease)	(8,664)			1,035			(27,431)			17,352
Assets under management, end of period	$	79,198		$	97,260		$	79,198		$	97,260
Average assets under management	$	89,743		$	99,179		$	95,330		$	91,713

Assets Under Management - Institutional Accounts

By Account Type

(in millions)

	Three Months Ended <br>September 30,						Nine Months Ended <br>September 30,
	2022			2021			2022			2021
Advisory
Assets under management, beginning of period	$	20,135		$	23,115		$	24,599		$	17,628
Inflows	813			1,080			3,155			4,529
Outflows	(1,033)			(1,391)			(3,825)			(2,127)
Net inflows (outflows)	(220)			(311)			(670)			2,402
Market appreciation (depreciation)	(1,941)			14			(5,955)			2,788
Total increase (decrease)	(2,161)			(297)			(6,625)			5,190
Assets under management, end of period	$	17,974		$	22,818		$	17,974		$	22,818
Percentage of institutional assets under management	58.2		%	58.0		%	58.2		%	58.0		%
Average assets under management	$	20,685		$	23,666		$	22,127		$	21,567
Japan Subadvisory
Assets under management, beginning of period	$	8,939		$	10,503		$	11,329		$	9,720
Inflows	193			123			661			243
Outflows	(61)			(175)			(390)			(771)
Net inflows (outflows)	132			(52)			271			(528)
Market appreciation (depreciation)	(921)			106			(2,937)			1,978
Distributions	(235)			(295)			(748)			(908)
Total increase (decrease)	(1,024)			(241)			(3,414)			542
Assets under management, end of period	$	7,915		$	10,262		$	7,915		$	10,262
Percentage of institutional assets under management	25.6		%	26.1		%	25.6		%	26.1		%
Average assets under management	$	9,082		$	10,669		$	9,674		$	10,216
Subadvisory Excluding Japan
Assets under management, beginning of period	$	5,432		$	6,538		$	6,799		$	5,907
Inflows	368			177			877			769
Outflows	(157)			(430)			(836)			(1,300)
Net inflows (outflows)	211			(253)			41			(531)
Market appreciation (depreciation)	(665)			(18)			(1,862)			891
Total increase (decrease)	(454)			(271)			(1,821)			360
Assets under management, end of period	$	4,978		$	6,267		$	4,978		$	6,267
Percentage of institutional assets under management	16.1		%	15.9		%	16.1		%	15.9		%
Average assets under management	$	5,629		$	6,545		$	6,022		$	6,436
Total Institutional Accounts
Assets under management, beginning of period	$	34,506		$	40,156		$	42,727		$	33,255
Inflows	1,374			1,380			4,693			5,541
Outflows	(1,251)			(1,996)			(5,051)			(4,198)
Net inflows (outflows)	123			(616)			(358)			1,343
Market appreciation (depreciation)	(3,527)			102			(10,754)			5,657
Distributions	(235)			(295)			(748)			(908)
Total increase (decrease)	(3,639)			(809)			(11,860)			6,092
Assets under management, end of period	$	30,867		$	39,347		$	30,867		$	39,347
Average assets under management	$	35,396		$	40,880		$	37,823		$	38,219

Assets Under Management

By Investment Strategy

(in millions)

	Three Months Ended <br>September 30,						Nine Months Ended <br>September 30,
	2022			2021			2022			2021
U.S. Real Estate
Assets under management, beginning of period	$	40,178		$	41,865		$	49,915		$	32,827
Inflows	2,143			2,737			8,018			8,455
Outflows	(3,082)			(1,586)			(8,251)			(4,700)
Net inflows (outflows)	(939)			1,151			(233)			3,755
Market appreciation (depreciation)	(4,129)			489			(13,463)			7,745
Distributions	(414)			(420)			(1,523)			(1,242)
Transfers	—			(40)			—			(40)
Total increase (decrease)	(5,482)			1,180			(15,219)			10,218
Assets under management, end of period	$	34,696		$	43,045		$	34,696		$	43,045
Percentage of total assets under management	43.8		%	44.3		%	43.8		%	44.3		%
Average assets under management	$	40,910		$	44,085		$	43,742		$	39,659
Preferred Securities
Assets under management, beginning of period	$	21,449		$	25,498		$	26,987		$	23,185
Inflows	1,899			2,056			5,574			6,716
Outflows	(2,225)			(855)			(7,854)			(3,532)
Net inflows (outflows)	(326)			1,201			(2,280)			3,184
Market appreciation (depreciation)	(404)			202			(3,573)			954
Distributions	(200)			(226)			(615)			(648)
Transfers	—			40			—			40
Total increase (decrease)	(930)			1,217			(6,468)			3,530
Assets under management, end of period	$	20,519		$	26,715		$	20,519		$	26,715
Percentage of total assets under management	25.9		%	27.5		%	25.9		%	27.5		%
Average assets under management	$	21,936		$	26,123		$	23,494		$	24,743
Global/International Real Estate
Assets under management, beginning of period	$	15,709		$	18,220		$	19,380		$	15,214
Inflows	527			511			2,944			2,701
Outflows	(396)			(518)			(2,340)			(1,975)
Net inflows (outflows)	131			(7)			604			726
Market appreciation (depreciation)	(1,956)			(215)			(6,034)			2,158
Distributions	(13)			(20)			(79)			(120)
Total increase (decrease)	(1,838)			(242)			(5,509)			2,764
Assets under management, end of period	$	13,871		$	17,978		$	13,871		$	17,978
Percentage of total assets under management	17.5		%	18.5		%	17.5		%	18.5		%
Average assets under management	$	15,938		$	18,760		$	17,432		$	17,362

Assets Under Management

By Investment Strategy - continued

(in millions)

	Three Months Ended <br>September 30,						Nine Months Ended <br>September 30,
	2022			2021			2022			2021
Global Listed Infrastructure
Assets under management, beginning of period	$	8,574		$	8,246		$	8,763		$	6,729
Inflows	394			354			1,319			1,513
Outflows	(151)			(396)			(803)			(611)
Net inflows (outflows)	243			(42)			516			902
Market appreciation (depreciation)	(742)			(21)			(1,101)			649
Distributions	(45)			(45)			(148)			(142)
Total increase (decrease)	(544)			(108)			(733)			1,409
Assets under management, end of period	$	8,030		$	8,138		$	8,030		$	8,138
Percentage of total assets under management	10.1		%	8.4		%	10.1		%	8.4		%
Average assets under management	$	8,859		$	8,203		$	8,774		$	7,798
Other
Assets under management, beginning of period	$	1,952		$	2,396		$	1,584		$	1,953
Inflows	441			61			1,169			310
Outflows	(148)			(1,080)			(335)			(1,215)
Net inflows (outflows)	293			(1,019)			834			(905)
Market appreciation (depreciation)	(155)			14			(305)			361
Distributions	(8)			(7)			(31)			(25)
Total increase (decrease)	130			(1,012)			498			(569)
Assets under management, end of period	$	2,082		$	1,384		$	2,082		$	1,384
Percentage of total assets under management	2.6		%	1.4		%	2.6		%	1.4		%
Average assets under management	$	2,100		$	2,008		$	1,888		$	2,151
Total
Assets under management, beginning of period	$	87,862		$	96,225		$	106,629		$	79,908
Inflows	5,404			5,719			19,024			19,695
Outflows	(6,002)			(4,435)			(19,583)			(12,033)
Net inflows (outflows)	(598)			1,284			(559)			7,662
Market appreciation (depreciation)	(7,386)			469			(24,476)			11,867
Distributions	(680)			(718)			(2,396)			(2,177)
Total increase (decrease)	(8,664)			1,035			(27,431)			17,352
Assets under management, end of period	$	79,198		$	97,260		$	79,198		$	97,260
Average assets under management	$	89,743		$	99,179		$	95,330		$	91,713

Investment Performance at September 30, 2022

_________________________

(1) Past performance is no guarantee of future results. Outperformance is determined by comparing the annualized investment performance of each investment strategy to the performance of specified reference benchmarks. Investment performance in excess of the performance of the benchmark is considered outperformance. The investment performance calculation of each investment strategy is based on all active accounts and investment models pursuing similar investment objectives. For accounts, actual investment performance is measured gross of fees and net of withholding taxes. For investment models, for which actual investment performance does not exist, the investment performance of a composite of accounts pursuing comparable investment objectives is used as a proxy for actual investment performance. The performance of the specified reference benchmark for each account and investment model is measured net of withholding taxes, where applicable. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.

(2) © 2022 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar calculates its ratings based on a risk-adjusted return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive two stars and the bottom 10% receive one star. Past performance is no guarantee of future results. Based on independent rating by Morningstar, Inc. of investment performance of each Cohen & Steers-sponsored open-end U.S.-registered mutual fund for all share classes for the overall period at September 30, 2022. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating. Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.

Overview

Assets under management at September 30, 2022 decreased 18.6% to $79.2 billion from $97.3 billion at September 30, 2021. The decrease was due to market depreciation of $15.3 billion and distributions of $4.0 billion, partially offset by net inflows of $1.2 billion. Net inflows included $1.1 billion into U.S. real estate. Market depreciation included $6.8 billion from U.S. real estate, $4.3 billion from global/international real estate and $3.6 billion from preferred securities. Distributions included $2.6 billion from U.S. real estate and $952 million from preferred securities. Our organic growth rate for the twelve months ended September 30, 2022 was 1.3%. The organic growth/decay rate represents the ratio of net flows for the period to the beginning assets under management.

Average assets under management for the three months ended September 30, 2022 decreased 9.5% to $89.7 billion from $99.2 billion for the three months ended September 30, 2021.

Open-end funds

Assets under management in open-end funds at September 30, 2022, which represented 47.2% of total assets under management, decreased 18.1% to $37.3 billion from $45.6 billion at September 30, 2021. The decrease was due to market depreciation of $7.7 billion and distributions of $2.3 billion, partially offset by net inflows of $1.8 billion. Net inflows included $1.9 billion into U.S. real estate and $897 million into real assets multi-strategy (included in "Other" in the table on pages 24 and 25), partially offset by net outflows of $1.7 billion from preferred securities. Market depreciation included $4.2 billion from U.S. real estate and $2.5 billion from preferred securities. Distributions included $1.4 billion from U.S. real estate and $730 million from preferred securities. Of these distributions, $1.9 billion was reinvested. Our organic growth rate for open-end funds for the twelve months ended September 30, 2022 was 3.9%.

Average assets under management for open-end funds for the three months ended September 30, 2022 decreased 7.3% to $42.3 billion from $45.7 billion for the three months ended September 30, 2021.

Institutional accounts

Assets under management in institutional accounts at September 30, 2022, which represented 39.0% of total assets under management, decreased 21.6% to $30.9 billion from $39.3 billion at September 30, 2021. The decrease was due to net outflows of $1.1 billion, market depreciation of $6.4 billion and distributions of $1.0 billion. Net outflows included $1.3 billion from U.S. real estate, partially offset by net inflows of $320 million into global listed infrastructure. Market depreciation included $3.5 billion from global/international real estate and $2.1 billion from U.S. real estate. Distributions included $964 million from U.S. real estate. Our organic decay rate for institutional accounts for the twelve months ended September 30, 2022 was (2.8%).

Average assets under management for institutional accounts for the three months ended September 30, 2022 decreased 13.4% to $35.4 billion from $40.9 billion for the three months ended September 30, 2021.

Assets under management in advisory accounts at September 30, 2022, which represented 58.2% of institutional assets under management, decreased 21.2% to $18.0 billion from $22.8 billion at September 30, 2021. The decrease was due to net outflows of $1.1 billion and market depreciation of $3.7 billion. Net outflows included $1.4 billion from U.S. real estate, partially offset by net inflows of $409 million into global listed infrastructure. Market depreciation included $2.1 billion from global/international real estate and $991 million from U.S. real estate. Our organic decay rate for advisory accounts for the twelve months ended September 30, 2022 was (4.9%).

Average assets under management for advisory accounts for the three months ended September 30, 2022 decreased 12.6% to $20.7 billion from $23.7 billion for the three months ended September 30, 2021.

Assets under management in Japan subadvisory accounts at September 30, 2022, which represented 25.6% of institutional assets under management, decreased 22.9% to $7.9 billion from $10.3 billion at September 30, 2021. The decrease was primarily due to market depreciation of $1.4 billion and distributions of $1.0 billion. Market depreciation included $881 million from U.S. real estate and $455 million from global/international real estate. Distributions included $964 million from U.S. real estate. Our organic growth rate for Japan subadvisory accounts for the twelve months ended September 30, 2022 was 0.3%.

Average assets under management for Japan subadvisory accounts for the three months ended September 30, 2022 decreased 14.9% to $9.1 billion from $10.7 billion for the three months ended September 30, 2021.

Assets under management in subadvisory accounts excluding Japan at September 30, 2022, which represented 16.1% of institutional assets under management, decreased 20.6% to $5.0 billion from $6.3 billion at September 30, 2021. The decrease was primarily due to market depreciation of $1.3 billion. Market depreciation included $964 million from global/international real estate. Our organic decay rate for subadvisory accounts excluding Japan for the twelve months ended September 30, 2022 was (0.3%).

Average assets under management for subadvisory accounts excluding Japan for the three months ended September 30, 2022 decreased 14.0% to $5.6 billion from $6.5 billion for the three months ended September 30, 2021.

Closed-end funds

Assets under management in closed-end funds at September 30, 2022, which represented 13.9% of total assets under management, decreased 10.8% to $11.0 billion from $12.3 billion at September 30, 2021. The decrease was due to market depreciation of $1.3 billion and distributions of $632 million, partially offset by net inflows of $587 million. Inflows of $482 million, which included leverage, were attributable to the Company's initial public offering of the Cohen & Steers Real Estate Opportunities and Income Fund (RLTY). Our organic growth rate for closed-end funds for the twelve months ended September 30, 2022 was 4.8%.

Average assets under management for closed-end funds for the three months ended September 30, 2022 decreased 4.8% to $12.0 billion from $12.6 billion for the three months ended September 30, 2021.

Summary of Operating Results

(in thousands, except percentages and per share data)	Three Months Ended <br>September 30,						Nine Months Ended <br>September 30,
	2022			2021			2022			2021
U.S. GAAP
Revenue	$	139,951		$	154,187		$	441,571		$	424,203
Expenses	$	82,770		$	85,956		$	272,405		$	244,337
Operating income	$	57,181		$	68,231		$	169,166		$	179,866
Non-operating income (loss) (1)	$	(1,974)		$	1,246		$	(21,866)		$	14,735
Net income attributable to common stockholders	$	44,570		$	51,483		$	138,544		$	146,914
Diluted earnings per share	$	0.90		$	1.05		$	2.81		$	3.00
Operating margin	40.9		%	44.3		%	38.3		%	42.4		%
As Adjusted (2)
Net income attributable to common stockholders	$	45,167		$	52,137		$	143,521		$	136,683
Diluted earnings per share	$	0.92		$	1.06		$	2.91		$	2.79
Operating margin	42.8		%	45.6		%	43.6		%	43.9		%

_________________________

(1)Includes amounts attributable to third-party interests in consolidated investment vehicles. Refer to non-operating income (loss) tables on pages 29-32 for additional detail.

(2)Refer to pages 33-34 for reconciliations of U.S. GAAP to as adjusted results.

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

Revenue

(in thousands)	Three Months Ended <br>September 30,
	2022		2021		Change	% Change
Investment advisory and administration fees
Open-end funds	$	71,434	$	77,477		(7.8	%)
Institutional accounts	32,500		38,039			(14.6	%)
Closed-end funds	26,951		28,122			(4.2	%)
Total	130,885		143,638			(8.9	%)
Distribution and service fees	8,557		9,900			(13.6	%)
Other	509		649			(21.6	%)
Total revenue	$	139,951	$	154,187		(9.2	%)

All values are in US Dollars.

Investment advisory and administration fees decreased from the three months ended September 30, 2021, primarily due to lower average assets under management across all three investment vehicles. In addition, the three months ended September 30, 2021 included the recognition of performance fees from certain institutional accounts.

•Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annualized effective fee rate of 67.0 bps and 67.3 bps for the three months ended September 30, 2022 and 2021, respectively.

•Total investment advisory revenue from institutional accounts compared with average assets under management implied an annualized effective fee rate of 36.4 bps and 36.9 bps for the three months ended September 30, 2022 and 2021, respectively. The decrease in the implied annualized effective fee rate was primarily due to the recognition of performance fees for the three months ended September 30, 2021. Excluding the performance fees, the implied annualized effective fee rate would have been 36.4 bps for the three months ended September 30, 2021.

•Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annualized effective fee rate of 88.9 bps and 88.3 bps for the three months ended September 30, 2022 and 2021, respectively. The increase in the implied annualized effective fee rate was due to the initial public offering of RLTY in the first quarter of 2022.

Expenses

(in thousands)	Three Months Ended <br>September 30,
	2022		2021		Change	% Change
Employee compensation and benefits	$	51,669	$	53,092		(2.7	%)
Distribution and service fees	16,418		19,906			(17.5	%)
General and administrative	13,548		11,981			13.1	%
Depreciation and amortization	1,135		977			16.2	%
Total expenses	$	82,770	$	85,956		(3.7	%)

All values are in US Dollars.

Employee compensation and benefits decreased from the three months ended September 30, 2021, primarily due to lower incentive compensation of $4.9 million and lower severance expense of $758,000, partially offset by higher amortization of restricted stock units of $2.5 million and an increase in salaries of $1.7 million.

Distribution and service fees decreased from the three months ended September 30, 2021, primarily due to lower average assets under management in U.S. open-end funds as well as a shift in the composition of assets under management into lower cost share classes.

General and administrative expenses increased from the three months ended September 30, 2021, primarily due to higher information technology related expenses of $653,000 and an increase in travel and entertainment of $600,000.

Operating Margin

Operating margin for the three months ended September 30, 2022 decreased to 40.9% from 44.3% for the three months ended September 30, 2021. Operating margin represents the ratio of operating income to revenue.

Non-operating Income (Loss)

(in thousands)	Three Months Ended
	September 30, 2022
	Consolidated <br>Investment Vehicles		Corporate <br>Seed Investments		Corporate Other			Total
Interest and dividend income—net	$	746	$	359	$	436		$	1,541
Gain (loss) from investments—net	(7,185)		(2,099)		3,364		(1)	(5,920)
Foreign currency gain (loss)—net	(1,215)		(3)		3,623			2,405
Total non-operating income (loss)	(7,654)		(1,743)		7,423			(1,974)
Net (income) loss attributable to redeemable noncontrolling interests	4,956		—		—			4,956
Non-operating income (loss) attributable to the Company	$	(2,698)	$	(1,743)	$	7,423		$	2,982

_________________________

(1) Comprised primarily of gain (loss) on derivative contracts, which are utilized to economically hedge a portion of the market risk of the Company's seed investments including both consolidated investment vehicles and corporate seed investments.

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

_________________________

Income Taxes

A reconciliation of the Company’s statutory federal income tax rate and the effective income tax rate is summarized in the following table:

	Three Months Ended <br>September 30,
	2022		2021
U.S. statutory tax rate	21.0	%	21.0	%
State and local income taxes, net of federal benefit	3.1		3.9
Non-deductible executive compensation	1.6		1.8
Unrecognized tax benefit adjustments	0.1		0.9
Other	0.1		(1.6)
Effective income tax rate	25.9	%	26.0	%

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

Revenue

(in thousands)	Nine Months Ended <br>September 30,
	2022		2021		Change	% Change
Investment advisory and administration fees
Open-end funds	$	226,884	$	207,786		9.2	%
Institutional accounts	103,612		106,407			(2.6)	%
Closed-end funds	81,713		80,714			1.2	%
Total	412,209		394,907			4.4	%
Distribution and service fees	27,431		27,371			0.2	%
Other	1,931		1,925			0.3	%
Total revenue	$	441,571	$	424,203		4.1	%

All values are in US Dollars.

Investment advisory and administration fees increased from the nine months ended September 30, 2021, primarily due to higher average assets under management in both open-end and closed-end funds, partially offset by lower average assets under management in institutional accounts. In addition, the nine months ended September 30, 2021 included the recognition of performance fees from certain institutional accounts.

•Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annualized effective fee rate of 67.2 bps and 67.3 bps for the nine months ended September 30, 2022 and 2021, respectively.

•Total investment advisory revenue from institutional accounts compared with average assets under management implied an annualized effective fee rate of 36.6 bps and 37.2 bps for the nine months ended September 30, 2022 and 2021, respectively. The decrease in the implied annualized effective fee rate was primarily due to the recognition of performance fees for the nine months ended September 30, 2021. Excluding the performance fees, the implied annualized effective fee rate would have been 36.2 bps for the nine months ended September 30, 2021.

•Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annualized effective fee rate of 88.6 bps and 88.4 bps for the nine months ended September 30, 2022 and 2021, respectively.

Expenses

(in thousands)	Nine Months Ended <br>September 30,
	2022		2021		Change	% Change
Employee compensation and benefits	$	160,269	$	152,095		5.4	%
Distribution and service fees	68,605		55,260			24.1	%
General and administrative	40,296		33,821			19.1	%
Depreciation and amortization	3,235		3,161			2.3	%
Total expenses	$	272,405	$	244,337		11.5	%

All values are in US Dollars.

Employee compensation and benefits increased from the nine months ended September 30, 2021, primarily due to higher amortization of restricted stock units of $5.7 million and an increase in salaries of $4.3 million, partially offset by lower incentive compensation of $3.6 million.

Distribution and service fees increased from the nine months ended September 30, 2021, primarily due to costs of $14.2 million associated with the initial public offering of RLTY, partially offset by a shift in the composition of assets under management into lower cost share classes.

General and administrative expenses increased from the nine months ended September 30, 2021, primarily due to higher information technology related expenses of $2.1 million, an increase in travel and entertainment of $1.7 million, higher organizational and offering costs associated with RLTY of $658,000 and higher professional fees of $601,000.

Operating Margin

Operating margin for the nine months ended September 30, 2022 decreased to 38.3% from 42.4% for the nine months ended September 30, 2021. The nine months ended September 30, 2022 included costs associated with the initial public offering of RLTY.

Non-operating Income (Loss)

(in thousands)	Nine Months Ended
	September 30, 2022
	Consolidated <br>Investment Vehicles		Corporate <br>Seed Investments		Corporate Other			Total
Interest and dividend income—net	$	2,979	$	818	$	529		$	4,326
Gain (loss) from investments—net	(33,230)		(3,808)		6,112		(1)	(30,926)
Foreign currency gain (loss)—net	(2,132)		(9)		6,875			4,734
Total non-operating income (loss)	(32,383)		(2,999)		13,516			(21,866)
Net (income) loss attributable to redeemable noncontrolling interests	25,940		—		—			25,940
Non-operating income (loss) attributable to the Company	$	(6,443)	$	(2,999)	$	13,516		$	4,074

_________________________

(in thousands)	Nine Months Ended
	September 30, 2021
	Consolidated <br>Investment Vehicles		Corporate <br>Seed Investments		Corporate Other			Total
Interest and dividend income—net	$	1,649	$	468	$	55		$	2,172
Gain (loss) from investments—net	12,094		4,899		(5,074)		(1)	11,919
Foreign currency gain (loss)—net	458		(3)		189			644
Total non-operating income (loss)	14,201		5,364		(4,830)			14,735
Net (income) loss attributable to redeemable noncontrolling interests	(9,309)		—		—			(9,309)
Non-operating income (loss) attributable to the Company	$	4,892	$	5,364	$	(4,830)		$	5,426

_________________________

Income Taxes

A reconciliation of the Company’s statutory federal income tax rate and the effective income tax rate is summarized in the following table:

	Nine Months Ended <br>September 30,
	2022		2021
U.S. statutory tax rate	21.0	%	21.0	%
State and local income taxes, net of federal benefit	3.1		3.9
Non-deductible executive compensation	2.6		2.1
Excess tax benefits related to the vesting and delivery of restricted stock units	(3.3)		(3.0)
Unrecognized tax benefit adjustments	(3.6)		(2.6)
Other	0.2		(0.7)
Effective income tax rate	20.0	%	20.7	%

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

Management believes that use of the following as adjusted (non-GAAP) financial results provides greater transparency into the Company’s operating performance. In addition, these as adjusted financial results are used to prepare the Company's internal management reports which are used in evaluating its business.

While we believe that these as adjusted financial results are useful in evaluating operating performance, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with U.S. GAAP.

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

Net Income Attributable to Common Stockholders and Diluted Earnings per Share

	Three Months Ended <br>September 30,					Nine Months Ended <br>September 30,
(in thousands, except per share data)	2022		2021			2022		2021
Net income attributable to common stockholders, U.S. GAAP	$	44,570	$	51,483		$	138,544	$	146,914
Seed investments (1)	1,635		(168)			4,856		(4,432)
Accelerated vesting of restricted stock units	2,556		1,888			7,351		5,640
Initial public offering costs (2)	—		—			15,239		—
Foreign currency exchange (gains) losses—net (3)	(3,931)		(908)			(8,685)		(537)
Tax adjustments (4)	337		(158)			(13,784)		(10,902)
Net income attributable to common stockholders, as adjusted	$	45,167	$	52,137		$	143,521	$	136,683
Diluted weighted average shares outstanding	49,317		49,262			49,287		48,976
Diluted earnings per share, U.S. GAAP	$	0.90	$	1.05		$	2.81	$	3.00
Seed investments	0.04		—		*	0.10		(0.09)
Accelerated vesting of restricted stock units	0.05		0.04			0.15		0.11
Initial public offering costs	—		—			0.31		—
Foreign currency exchange (gains) losses—net	(0.08)		(0.02)			(0.18)		(0.01)
Tax adjustments	0.01		(0.01)			(0.28)		(0.22)
Diluted earnings per share, as adjusted	$	0.92	$	1.06		$	2.91	$	2.79

_________________________

* Amounts round to less than $0.01 per share.

(1) Represents amounts related to the deconsolidation of seed investments in consolidated investment vehicles as well as non-operating

(income) loss from seed investments that were not consolidated.

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

	Three Months Ended <br>September 30,				Nine Months Ended <br>September 30,
(in thousands)	2022		2021		2022		2021
Employee compensation and benefits	$	—	$	—	$	357	$	—
Distribution and service fees	—		—		14,224		—
General and administrative	—		—		658		—
Initial public offering costs	$	—	$	—	$	15,239	$	—

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

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

	Three Months Ended <br>September 30,				Nine Months Ended <br>September 30,
(in thousands)	2022		2021		2022		2021
Exclusion of tax effects associated with items noted above	$	301	$	(815)	$	(3,965)	$	(1,310)
Exclusion of discrete tax items	36		657		(9,819)		(9,592)
Total tax adjustments	$	337	$	(158)	$	(13,784)	$	(10,902)

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

Revenue, Expenses, Operating Income and Operating Margin

	Three Months Ended <br>September 30,						Nine Months Ended <br>September 30,
(in thousands, except percentages)	2022			2021			2022			2021
Revenue, U.S. GAAP	$	139,951		$	154,187		$	441,571		$	424,203
Seed investments (1)	215			104			630			303
Revenue, as adjusted	$	140,166		$	154,291		$	442,201		$	424,506
Expenses, U.S. GAAP	$	82,770		$	85,956		$	272,405		$	244,337
Seed investments (1)	(104)			(143)			(598)			(373)
Accelerated vesting of restricted stock units	(2,556)			(1,888)			(7,351)			(5,640)
Initial public offering costs (2)	—			—			(15,239)			—
Expenses, as adjusted	$	80,110		$	83,925		$	249,217		$	238,324
Operating income, U.S. GAAP	$	57,181		$	68,231		$	169,166		$	179,866
Seed investments (1)	319			247			1,228			676
Accelerated vesting of restricted stock units	2,556			1,888			7,351			5,640
Initial public offering costs (2)	—			—			15,239			—
Operating income, as adjusted	$	60,056		$	70,366		$	192,984		$	186,182
Operating margin, U.S. GAAP	40.9		%	44.3		%	38.3		%	42.4		%
Operating margin, as adjusted	42.8		%	45.6		%	43.6		%	43.9		%

_________________________

(1) Represents amounts related to the deconsolidation of seed investments in consolidated investment vehicles.

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

	Three Months Ended <br>September 30,				Nine Months Ended <br>September 30,
(in thousands)	2022		2021		2022		2021
Employee compensation and benefits	$	—	$	—	$	357	$	—
Distribution and service fees	—		—		14,224		—
General and administrative	—		—		658		—
Initial public offering costs	$	—	$	—	$	15,239	$	—

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

Non-operating Income (Loss)

	Three Months Ended <br>September 30,				Nine Months Ended <br>September 30,
(in thousands)	2022		2021		2022		2021
Non-operating income (loss), U.S. GAAP	$	(1,974)	$	1,246	$	(21,866)	$	14,735
Seed investments (1)	6,272		(319)		29,568		(14,417)
Foreign currency exchange (gains) losses—net (2)	(3,931)		(908)		(8,685)		(537)
Non-operating income (loss), as adjusted	$	367	$	19	$	(983)	$	(219)

_________________________

(1) Represents amounts related to the deconsolidation of seed investments in consolidated investment vehicles as well as non-operating (income) loss from seed investments that were not consolidated.

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

Changes in Financial Condition, Liquidity and Capital Resources

We seek to maintain a balance sheet that supports our business strategies and provides the appropriate amount of liquidity at all times. Due to anticipated investment opportunities, including seed investments in new vehicles and strategies, as well as corporate infrastructure, we expect to secure a corporate line of credit to supplement our corporate cash and provide financial flexibility.

Net Liquid Assets

Our current financial condition is highly liquid and is primarily comprised of cash and cash equivalents, U.S. Treasury securities, liquid seed investments and other current assets. Liquid assets are reduced by current liabilities, which are generally defined as obligations due within one year (together, net liquid assets). The Company does not currently have any outstanding debt.

The table below summarizes net liquid assets:

(in thousands)	September 30,<br>2022		December 31,<br>2021
Cash and cash equivalents	$	161,957	$	184,373
U.S. Treasury securities	49,865		—
Liquid seed investments—net	60,972		62,679
Other current assets	85,056		84,533
Current liabilities	(105,069)		(118,888)
Net liquid assets	$	252,781	$	212,697

Cash and cash equivalents

Cash and cash equivalents are on deposit with several highly-rated financial institutions and include short-term, highly liquid investments, which are readily convertible into cash and have original maturities of three months or less.

During the nine months ended September 30, 2022, we paid aggregate costs of $15.2 million associated with the initial public offering of RLTY. In addition, we funded $17.4 million of our up to $50.0 million investment commitment in the Cohen & Steers Real Estate Opportunities Fund, L.P. (REOF). Refer to Investment Commitments, Contractual Obligations, Commitments and Contingencies for further discussion.

U.S. Treasury securities

U.S. Treasury securities are directly issued by the U.S. government and were classified as trading investments.

Liquid seed investments—net

Liquid seed investments are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Liquid seed investments include the Company's economic interest in consolidated investment vehicles and are presented net of redeemable noncontrolling interests.

Other current assets

Other current assets primarily represent investment advisory and administration fees receivable. At September 30, 2022, institutional accounts comprised 51.7% of total accounts receivable, while open-end and closed-end funds, together, comprised 45.6% of total accounts receivable. We perform a review of our receivables on an ongoing basis in order to assess collectibility and, based on our analysis at September 30, 2022, there was no allowance for uncollectible accounts required.

Current liabilities

Current liabilities included accrued compensation and benefits, distribution and service fees payable, operating lease obligations due within 12 months, certain income taxes payable, and other liabilities and accrued expenses.

Cash flows

Our cash flows generally result from the operating activities of our business, with investment advisory and administration fees being the most significant contributor.

The table below summarizes our cash flows:

	Nine Months Ended <br>September 30,
(in thousands)	2022		2021
Cash Flow Data:
Net cash provided by (used in) operating activities	$	3,647	$	170,966
Net cash provided by (used in) investing activities	(44,909)		37,268
Net cash provided by (used in) financing activities	29,126		(79,677)
Net increase (decrease) in cash and cash equivalents	(12,136)		128,557
Effect of foreign exchange rate changes on cash and cash equivalents	(7,979)		(1,317)
Cash and cash equivalents, beginning of the period	185,356		41,232
Cash and cash equivalents, end of the period	$	165,241	$	168,472

Cash and cash equivalents decreased by $12.1 million, excluding the effect of foreign exchange rate changes, for the nine months ended September 30, 2022. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided operating activities was $3.6 million for the nine months ended September 30, 2022, which included net investment purchases within certain consolidated investment vehicles. Net cash used in investing activities was $44.9 million, which included net purchases of U.S. Treasury securities held for corporate purposes and securities held directly for the purpose of establishing performance track records of $42.0 million. Net cash provided by financing activities was $29.1 million, including net contributions from redeemable noncontrolling interests of $134.6 million, partially offset by dividends paid to stockholders of $80.5 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $25.9 million.

Cash and cash equivalents increased by $128.6 million, excluding the effect of foreign exchange rate changes, for the nine months ended September 30, 2021. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities was $171.0 million for the nine months ended September 30, 2021. Net cash provided by investing activities was $37.3 million, which included $41.7 million of proceeds from the sale and maturities of U.S. Treasury securities held for corporate purposes, partially offset by net purchases of securities held directly for the purpose of establishing performance track records of $2.6 million. Net cash used in financing activities was $79.7 million, including dividends paid to stockholders of $65.2 million, repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $21.4 million, partially offset by net contributions from redeemable noncontrolling interests of $6.1 million.

Contractual Obligations, Commitments and Contingencies

The following table summarizes our contractual obligations at September 30, 2022:

(in thousands)	2022		2023		2024		2025		2026		2027<br>and after		Total
Operating leases	$	3,079	$	11,917	$	9,917	$	13,185	$	13,191	$	175,417	$	226,706
Purchase obligations (1)	1,598		5,786		4,087		2,986		2,385		—		16,842
Other liability (2)	—		1,246		1,662		2,077		—		—		4,985
Total	$	4,677	$	18,949	$	15,666	$	18,248	$	15,576	$	175,417	$	248,533

_________________________

(1) Represents contracts which are either noncancellable or cancellable with a penalty. The Company’s obligations primarily reflected software licenses and standard service contracts for market data.

(2) Consists of the transition tax liability based on the cumulative undistributed earnings and profits of our foreign subsidiaries in connection with the enactment of the Tax Cuts and Jobs Act in 2017.

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

Investment Commitments

We have committed to invest up to $50.0 million in REOF. As of September 30, 2022, we had funded $17.4 million of this commitment. The timing for funding the remaining portion of our commitment is determined by the fund.

Dividends

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

On November 3, 2022, we declared a quarterly dividend on our common stock in the amount of $0.55 per share. This dividend will be payable on November 29, 2022 to stockholders of record at the close of business on November 14, 2022.

Critical Accounting Estimates

Management considers certain accounting estimates critical to an informed review of our condensed consolidated financial statements as they require management to make certain judgements about matters that may be uncertain at the time the estimate was determined. For a discussion of our critical accounting estimates, please see Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021 (the Form 10-K). Other than as described below, there have been no changes to the critical accounting estimates disclosed in the Form 10-K.

Valuation of Investments

There is no established market for private real estate investments, and there may not be any comparable public market valuations. As a result, the valuation of a private real estate investment may be based on imperfect information and is subject to inherent uncertainties, and the resulting values may differ from values that would have been determined had a ready market existed for such investments, from values placed on such investments by other investors and from prices at which such investments may ultimately be sold.

We have retained an independent valuation services firm to assist in the determination of the fair value of certain of our private real estate investments. Each real property investment is valued quarterly in accordance with the applicable governing documents. Limited partnerships that hold real property investments are valued using the valuation methodology we deem most appropriate and consistent with industry best practices and market conditions. We expect the primary methodology used to value real property investments will be the income approach, whereby value is derived by determining the present value of an asset’s stream of future cash flows (for example, discounted cash flow analysis). Consistent with industry practices, the income approach incorporates actual contractual lease income, professional judgments regarding comparable rental and operating expense data, the capitalization or discount rate and projections of future rent and expenses based on appropriate market evidence, and other subjective factors. Other methodologies that may also be used to value a real property investment include, among other approaches, sales comparisons and cost approaches. We will monitor the real property investment for material events that we believe may be expected to have a material impact on the most recent estimated fair values of such real property investment.

Recently Issued Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

securities markets and general economic conditions, which may have an adverse impact on the value of our assets under management and our seed investments. The majority of our revenue is derived from investment advisory and administration fees which are based on average assets under management. Accordingly, where there are changes in the value of the assets we manage as a result of market fluctuations, our revenue and the value of our seed investments may change.

Corporate Seed investments—net

Our seed investments are comprised of both liquid and illiquid holdings. Liquid seed investments are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Illiquid seed investments are generally comprised of limited partnership interests in private real estate vehicles for which there may be contractual restrictions on redemption.

Our seed investments are subject to market risk. We mitigate this risk by entering into derivative contracts designed to hedge certain portions of our risk. The following table summarizes the effect of a ten percent increase or decrease on the carrying value of our seed investments, which are presented net of redeemable noncontrolling interests, if any, as of September 30, 2022 (in thousands):

	Carrying<br><br>Value		Notional Value - Hedges		Net Carrying Value		Net Carrying Value Assuming a 10% increase		Net Carrying Value Assuming a 10% decrease
Liquid seed investments—net	$	60,972	(30,266)		$	30,706	$	33,777	$	27,635
Illiquid seed investments—net	$	15,995	$	—	$	15,995	$	17,595	$	14,396

Item 4. Controls and Procedures

Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the three months ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Disclosure Controls and Procedures

Under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

During the three months ended September 30, 2022, we made the following purchases of our equity securities that are registered pursuant to Section 12(b) of the Exchange Act.

Period	Total Number of Shares Purchased (1)	Average Price<br>Paid Per Share		Total Number of<br>Shares Purchased<br>as Part of Publicly<br>Announced Plans<br>or Programs	Maximum Number<br>of Shares that May<br>Yet Be Purchased<br>Under the Plans or<br>Programs
July 1 through July 31, 2022	—	$	—	—	—
August 1 through August 31, 2022	1,437	$	71.93	—	—
September 1 through September 30, 2022	129	$	71.78	—	—
Total	1,566	$	71.92	—	—

_________________________

(1)Purchases made to satisfy the income tax withholding obligations of certain employees upon the vesting and delivery of restricted stock units issued under the Company's Amended and Restated Stock Incentive Plan.

Item 5. Other Information

On November 3, 2022, the Company’s Board approved and adopted amended and restated by-laws (the “Amended and Restated By-laws”), which became effective the same day. Among other things, the amendments affected by the Amended and Restated By-laws:

•Enhance procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings, including by requiring:

◦additional background information and disclosures regarding proposing shareholders and proposed nominees;

◦any shareholder submitting a nomination notice to make a representation as to whether such shareholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act and to provide reasonable evidence that certain requirements of such rule have been satisfied; and

◦the nomination of each proposed director nominee other than the Company’s nominees be disregarded (notwithstanding that the nominee is included as a nominee in the Company’s proxy statement, notice of meeting or other proxy materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Company (which proxies and votes shall be disregarded)) if, after a stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such stockholder subsequently fails to comply with the requirements of Rule 14a-19 under the Exchange Act;

•Eliminate the requirement that the Company make the stockholder list available during a meeting of stockholders, consistent with recent amendments to the General Corporation Law of the State of Delaware; and

•Make certain other technical, modernizing and clarifying changes.

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

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated By-laws, a copy of which is attached as Exhibit 3.2 hereto and is incorporated by reference herein.

Item 6. Exhibits

Any agreements or other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and should not be relied upon for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time.

Exhibit No.		Description
3.1	—	Form of Amended and Restated Certificate of Incorporation of the Company (1)
3.2	—	Amended and Restated Bylaws of the Company (filed herewith)
4.1	—	Specimen Common Stock Certificate (2)
4.2	—	Form of Registration Rights Agreement among the Company, Martin Cohen, Robert H. Steers, The Martin Cohen 1998 Family Trust and Robert H. Steers Family Trust (1)
31.1	—	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2	—	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1	—	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2	—	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101	—	The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Financial Condition (unaudited), (ii) the Condensed Consolidated Statements of Operations (unaudited), (iii) the Condensed Consolidated Statements of Comprehensive Income (unaudited), (iv) the Condensed Consolidated Statements of Changes in Stockholders' Equity and Redeemable Noncontrolling Interests (unaudited), (v) the Condensed Consolidated Statements of Cash Flows (unaudited), and (vi) the Notes to the Condensed Consolidated Financial Statements (unaudited).
104	—	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

_________________________

(1)Incorporated by reference to the Company's Registration Statement on Form S-1, as amended, originally filed with the Securities and Exchange Commission on March 30, 2004.

(2)Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:	November 4, 2022	Cohen & Steers, Inc.
		/s/ Matthew S. Stadler
		Name: Matthew S. Stadler
		Title: Executive Vice President & Chief Financial Officer	Date:	November 4, 2022	Cohen & Steers, Inc.
---	---	---
		/s/ Elena Dulik
		Name: Elena Dulik
		Title: Senior Vice President & Chief Accounting Officer

Document

Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

COHEN & STEERS, INC.

ARTICLE I.

STOCKHOLDERS

Section 1. The annual meeting of the stockholders of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and at such time and place, if any, within or without the State of Delaware as may be designated from time to time by the Board of Directors of the corporation (the “Board of Directors”). The corporation may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

Section 2. Special meetings of the stockholders of the corporation may be called only by the Chief Executive Officer of the corporation or by the Board of Directors pursuant to a resolution approved by the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. The corporation may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors.

Section 3. Except as otherwise provided by law, the Certificate of Incorporation of the corporation (as it may be amended and/or restated from time to time, the “Certificate of Incorporation”) or these By-laws, notice of the time, place (if any), the means of remote communications, if any, and, in the case of a special meeting, the purpose or purposes of the meeting of stockholders shall be given not earlier than sixty (60), nor less than ten (10), days before the date of the meeting, to each stockholder of record entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting.

Section 4. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law, the Certificate of Incorporation, or these By-laws. Where a separate vote by class or series is required, the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of such class or series shall be necessary and sufficient to constitute a quorum with respect to that matter.

Section 5. Any meeting of stockholders, annual or special, whether or not there be a quorum present, may adjourn from time to time to reconvene at the same or some other place, by the Chairman of the Meeting (as defined below) or by a majority in voting power of the shares held by the stockholders present and entitled to vote thereon and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken or are provided in any other manner permitted by the General Corporation Law of the State of Delaware (the “General Corporation Law”). At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date so fixed for notice of such adjourned meeting.

Section 6. The Chairman of the Board, or in the Chairman’s absence or at the Chairman’s direction, the Chief Executive Officer, or in the Chief Executive Officer’s absence or at the Chief Executive Officer’s direction, any officer of the corporation shall call all meetings of the stockholders to order and shall act as Chairman of such meeting (“Chairman of the Meeting”). The Secretary of the corporation or, in such officer’s absence, an Assistant Secretary shall act as secretary of the meeting. If neither the Secretary nor an Assistant Secretary is present, the Chairman of the Meeting shall appoint a secretary of the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Unless otherwise determined by the Board of Directors prior to the meeting, the Chairman of the Meeting shall determine the order of business and shall have the authority in his or her discretion to convene and (for any or no reason) to recess and/or adjourn the meeting and otherwise regulate the conduct of any such meeting, including, without limitation, by imposing restrictions on the persons (other than stockholders of the corporation or their duly appointed proxies) who may attend any such meeting, whether any stockholder or stockholders’ proxy may be excluded from any meeting of stockholders based upon any determination by the Chairman of the Meeting, in his or her sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings thereat, and the circumstances in which any person may make a statement or ask questions at any meeting of stockholders. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the Chairman of the Meeting.

Section 7. At all meetings of stockholders, any stockholder entitled to vote thereat shall be entitled to vote in person or by proxy, but no proxy shall be voted or acted upon after three years from its date, unless such proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. Without limiting the manner in which a stockholder may authorize another person or persons to act for the stockholder as proxy pursuant to the General Corporation Law, the following shall constitute a valid means by which a stockholder may grant such authority: (1) a stockholder may execute a document authorizing another person or persons to act for the stockholder as proxy, and execution of the writing may be accomplished by the stockholder or the stockholder’s authorized officer, director, employee or agent signing such document or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature; (2) a stockholder may authorize another person or persons to act for the stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder; or (3) the authorization of a person to act as proxy may be documented, signed and delivered in accordance with Section 116 of the General Corporation Law provided that such authorization shall set forth, or be delivered with, information enabling the corporation to determine the identity of the stockholder granting such authorization.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to the preceding paragraph of this Section 7 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Proxies shall be filed with the Secretary of the meeting prior to or at the commencement of the meeting to which they relate.

Section 8. When a quorum is present at any meeting, the vote of the holders of a majority in voting power of the stock present in person or represented by proxy and entitled to vote on the matter shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Certificate of Incorporation, these By-laws, the rules or regulations of any stock exchange applicable to the corporation or applicable law or regulation, or the applicable law, a different or minimum vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. (A) (1) In order that the corporation may determine the stockholders entitled to notice of at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(2) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(3) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for determining stockholders for any such purpose shall be at the close of business on the day which the Board of Directors adopts the resolution relating thereto. Only those stockholders of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date so fixed or determined.

Section 10. The corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of ten (10) days ending on the day before the meeting date, (i) during ordinary business hours at the principal place of business of the corporation or (ii) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 10 or to vote in person or by proxy at any meeting of stockholders.

Section 11. The Board of Directors, in advance of all meetings of the stockholders, may, and shall, if required by law, appoint one or more inspectors, who may be employees of the corporation. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that the Board of Directors fails to so appoint inspectors or, in the event that one or more inspectors previously designated by the Board of Directors fails to appear or act at

the meeting of stockholders, the Chairman of the Meeting may appoint one or more inspectors to fill such vacancy or vacancies. Inspectors appointed to act at any meeting of the stockholders, before entering upon the discharge of their duties, shall be sworn faithfully to execute the duties of inspector with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by them. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 12. (A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Article I, Section 3 of these By-laws, (b) by or at the direction of the Board of Directors or duly authorized committee thereof or (c) by any stockholder of the corporation who is a stockholder of record of the corporation at the time the notice provided for in this Section 12 is delivered to the Secretary of the corporation, who is entitled to vote at the meeting and who complied with the notice procedures set forth in subparagraphs (2) and (3) of this paragraph (A) of this Section 12.

(2) For any nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 12, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, and, in the case of business other than nominations of persons for election to the Board of Directors, such other business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before, or more than seventy (70) days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the annual meeting on its own behalf (or in the case of one or more stockholders giving the notice on behalf of a beneficial owner, the number of nominees such stockholders may collectively nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, (ii) such person’s written consent to being named in the corporation’s proxy statement and accompanying proxy card as a nominee and to serving as a director if elected, (iii) a questionnaire completed and signed by such person (in the form to be provided by the Secretary upon written request of any stockholder of record within ten (10) days of such request) with respect to the background and qualification of such proposed nominee and the background of any other person or entity on whose behalf the nomination is being made, and (iv) a written representation and agreement (in the form to be provided by the Secretary upon written request of any stockholder of record within ten (10) days of such request) that such proposed nominee (A) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the corporation, will act or vote on any issue or question that has not been disclosed to the corporation or that could limit or interfere with such proposed nominee’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or

understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the corporation, and (C) would be in compliance, if elected as a director of the corporation, and will comply with, all applicable publicly disclosed corporate governance, code of conduct and ethics, conflict of interest, confidentiality, corporate opportunities, trading and any other policies and guidelines of the corporation applicable to directors; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the By-laws of the corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, including any shares of any class or series of capital stock of the corporation as to which such stockholder and such beneficial owner or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future, (iii) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any other person (each of the foregoing, a “Stockholder Associated Person”), including, in the case of a nomination, the nominee, including any agreements, arrangements or understandings relating to any compensation or payments to be paid to any such proposed nominee(s), pertaining to the nomination(s) or other business proposed to be brought before the meeting of stockholders (which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding), (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to securities of the corporation, (v) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (vi) a representation whether such stockholder or Stockholder Associated Person intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee, (B) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination and/or (C) to solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the Exchange Act, (vii) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, (viii) a description of any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such stockholder or beneficial owner has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the corporation, (ix) a description of any rights to dividends or other distributions on the shares of any class or series of capital stock of the corporation, directly or indirectly, owned beneficially by such stockholder or beneficial owner that are separated or separable from the underlying shares of the corporation, and (x) a description of any performance-related fees (other than an asset based fee) that such stockholder or beneficial owner, directly or indirectly, is entitled to based on any increase or decrease in the value of shares of any class or series of capital stock of the corporation or any interests described in clause (iv); and (d) the names and addresses of other stockholders and beneficial owners known by any stockholder giving the notice (and/or beneficial owner, if any, on whose behalf the nomination or proposal is made) to support such nomination or proposal, and to the extent known, the class and number of all shares of the corporation’s capital stock owned beneficially and/or of record by such other stockholder(s) and beneficial owner(s). The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 12 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation at the annual meeting is increased effective after the time period for which nominations would otherwise be due under paragraph (A)(2) of this Section12 and there is no public announcement by the corporation naming all of the nominees for the additional directorships at least one hundred days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 12 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the corporation.

(B) Special Meetings of Stockholders. Only such business (including the election of specific individuals to fill vacancies or newly created directorships on the Board of Directors) shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting pursuant to Article I, Section 3 of these By-laws. At any time that stockholders are not prohibited from filling vacancies or newly created directorships on the Board, nominations of persons for election to the Board of Directors to fill any vacancy or unfilled newly created directorship may be made at a special meeting of stockholders at which any proposal to fill any vacancy or unfilled newly created directorship is to be presented to the stockholders (1) by or at the direction of the Board of Directors or any duly authorized committee thereof or (2) by any stockholder of the corporation who is a stockholder of record at the time the notice provided for in this Section 12 is delivered to the Secretary of the corporation, who entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 12. The number of nominees a stockholder may nominate for election at the special meeting at which directors are to be elected on its own behalf (or in the case of one or more stockholders giving the notice on behalf of a beneficial owner, the number of nominees such stockholders may collectively nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In the event a special meeting of stockholders is duly called for the purpose of electing one or more directors to fill any vacancy or newly created directorship on the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting if the stockholder’s notice as required by paragraph (A)(2) of this Section 12 shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth (10th) day following the day on which the corporation first makes public announcement of the date of the special meeting at which directors are to be elected. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C) General. (1) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only persons who are nominated in accordance with the procedures set forth in this Section 12 shall be eligible to be elected at an annual or special meeting of stockholders of the corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 12. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, at any meeting of stockholders the Chairman of the Meeting (and the Board of Directors in advance of the meeting) shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 12 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(2)(c)(vi) of this Section 12) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 12, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 12, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a nomination or business advanced by such stockholder, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that such proposal is set forth in the notice of meeting and notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this

Section 12, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Notwithstanding anything to the contrary in these By-laws, unless otherwise required by law, if any stockholder or Stockholder Associated Person (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act with respect to any proposed nominee and (ii) subsequently fails to comply with the requirements of Rule 14a-19 promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the corporation that such stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the corporation’s proxy statement, notice of meeting or other proxy materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the corporation (which proxies and votes shall be disregarded). If any stockholder or Stockholder Associated Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it or such Stockholder Associated Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act. Notwithstanding anything to the contrary set forth herein, and for the avoidance of doubt, the nomination of any person whose name is included as a nominee in the corporation’s proxy statement, notice of meeting or other proxy materials for any annual meeting (or any supplement thereto) as a result of any notice provided by any Stockholder Associated Person pursuant to Rule 14a-19(b) promulgated under the Exchange Act with respect to such proposed nominee and whose nomination is not made by or at the direction of the Board of Directors or any authorized committee thereof shall not be deemed (for purposes of clause (a) of paragraph (A)(1) of this Section 12 or otherwise) to have been made pursuant to the corporation’s notice of meeting (or any supplement thereto) and any such nominee may only be nominated by a stockholder of the corporation pursuant to clause (c) of paragraph (A)(1) of this Section 12 (and, in the case of a special meeting of stockholders pursuant to and to the extent permitted under paragraph (B) of this Section 12).

(2) For purposes of this Section 12, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or other national news service or in a document publicly filed or furnished by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3) Notwithstanding the foregoing provisions of this Section 12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 12; provided however, that any references in these By-laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 12 (including paragraphs (A)(1)(c) and (B) hereof), and compliance with paragraphs (A)(1)(c) and (B) of this Section 12 shall be the exclusive means for a stockholder to make nominations or submit other business. Nothing in this Section 12 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals other than nominations in the corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (ii) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

(4) A stockholder providing notice of a proposed nomination for election to the Board of Directors or other business proposed to be brought before a meeting (given pursuant to paragraph (A)(1) of this Section 12 or paragraph (B) of this Section 12, as applicable) shall promptly update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in such notice pursuant to clauses (A)(2)(a), (b), (c) and (d) of this Section 12 shall be true and correct (x) as of the record date for notice and voting at the meeting and (y) as of the date that is fifteen (15) days prior to the meeting or any adjournment or postponement thereof; provided, that no such update or supplement shall cure or affect the accuracy (or inaccuracy) of any representations made by any stockholder, Stockholder Associated Person or nominee or the validity (or invalidity) of any nomination or proposal that failed to comply with this Section 12 or is rendered invalid as a result of any inaccuracy therein. Any such update and supplement shall be delivered in writing to the Secretary of the corporation at the principal executive offices of the corporation (i) in

the case of any update and supplement required to be made as of any record date for the meeting that is at least ten (10) days prior to the meeting, not later than five (5) days after such record date for the meeting and (ii) in the case of any update or supplement required to be made as of fifteen (15) days prior to the meeting or adjournment or postponement thereof, not later than ten (10) days prior to the date for the meeting or any adjournment or postponement thereof.

ARTICLE II.

BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation shall consist of such number of directors as shall from time to time be fixed by affirmative vote of a majority of the Board of Directors. Directors shall (except as hereinafter provided for the filling of vacancies and newly created directorships) be elected by the vote of the majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present, provided that if, as of the tenth (10th) day preceding the date the corporation first transmits its notice of meeting for such meeting to the stockholders of the corporation, or at any time thereafter, the number of nominees exceeds the number of directors to be elected (a “Contested Election”), the directors shall be elected by the vote of a plurality of the votes cast. For purposes of this Section 1, a majority of votes cast shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election). The corporation’s corporate governance guidelines have established procedures with respect to the resignation of any director who does not receive a majority of the votes cast in an election that is not a Contested Election.

Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Subject to the Certificate of Incorporation, unless otherwise required by law, any newly created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

If the Board of Directors accepts a director’s resignation pursuant to the corporation’s corporate governance guidelines, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to the provisions of the second paragraph of this Section 1.

A majority of the total number of directors then in office (but not less than one-third of the number of directors constituting the entire Board of Directors) shall constitute a quorum for the transaction of business and, except as otherwise provided by law, by the Certificate of Incorporation, or these By-laws, the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Directors need not be stockholders.

Section 2. Meetings of the Board of Directors shall be held at such place, if any, within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board of Directors and special meetings may be held at any time upon the call of the Chairman of the Board or the Chief Executive Officer. Notice of the time and place, if any, of all special meetings of the Board shall be transmitted orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic mail or other electronic means at least 24 hours before the date and time of the meeting. If notice is sent by U.S. mail, it shall be sent by first class mail, postage prepaid, at least three days before the date of the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders at the same place at which such meeting is held. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors.

Section 3. Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the corporation shall have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal, and other features of such directorships shall be governed by the terms of the Certificate of Incorporation

applicable thereto. The number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed by or pursuant to the By-laws. Except as otherwise expressly provided in the terms of such series, the number of directors that may be so elected by the holders of any such series of stock shall be elected for terms expiring at the next annual meeting of stockholders, and vacancies among directors so elected by the separate vote of the holders of any such series of Preferred Stock shall be filled by the affirmative vote of a majority of the remaining directors elected by such series, or, if there are no such remaining directors, by the holders of such series in the same manner in which such series initially elected a director.

Section 4. If at any meeting for the election of directors, the corporation has outstanding more than one class of stock, and one or more such classes or series thereof are entitled to vote separately as a class to elect directors, and there shall be a quorum of only one such class or series of stock, that class or series of stock shall be entitled to elect its quota of directors notwithstanding absence of a quorum of the other class or series of stock.

Section 5. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law shall have and may exercise all the powers and authority provided in the resolution of the Board of Directors in the management of the business and affairs of the corporation. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these By-laws.

Section 6. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors in accordance with applicable law.

Section 7. The members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such a meeting.

Section 8. The Board of Directors may establish policies for the compensation of directors and for the reimbursement of the expenses of directors, in each case, in connection with services provided by directors to the corporation.

ARTICLE III.

OFFICERS

Section 1. The Board of Directors shall elect officers of the corporation, including a Chief Executive Officer and a Secretary. The Board of Directors may also from time to time elect such other officers (including one or more Presidents, Chief Operating Officers, Vice Presidents, a Treasurer, one or more Assistant Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper or may delegate to any elected officer of the corporation the power to appoint and remove any such other officers and to prescribe their respective terms of office, authorities and duties. Any Vice President may be designated Executive, Senior or Corporate, or may be given such other designation or combination of designations as the Board of Directors may determine. Any two (2) or more offices may be held by the same person. The Board of Directors may also elect or appoint a Chairman of the Board who may or may not be an officer of the corporation. The Board of Directors may elect or appoint co-Chairmen of the Board or co-Chief Executive Officers and, in such case, references in these By-laws to the Chairman of the Board or to the Chief

Executive Officer shall refer to either such co-Chairman of the Board or co-Chief Executive Officer, as the case may be.

Section 2. All officers of the corporation elected by the Board of Directors shall hold office for such term as may be determined by the Board of Directors or until their respective successors are chosen and qualified. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board of Directors then in office, or, in the case of appointed officers, by any elected officer upon whom such power of removal shall have been conferred by the Board of Directors.

Section 3. Each of the officers of the corporation elected by the Board of Directors or appointed by an officer in accordance with these By-laws shall have the powers and duties prescribed by law, the By-laws or as fixed by resolution of the Board of Directors and, in the case of appointed officers, the powers and duties prescribed by the appointing officer, and, unless otherwise prescribed by the By-laws or the Board of Directors or such appointing officer, shall have such further powers and duties as ordinarily pertain to that office. The Chief Executive Officer shall have the general direction of the affairs of the corporation.

Section 4. Unless otherwise provided in these By-laws, in the absence or disability of any officer of the corporation, the Board of Directors may, during such period, delegate such officer’s powers and duties to any other officer or to any director and the person to whom such powers and duties are delegated shall, for the time being, hold such office.

Section 5. Unless otherwise provided by resolution adopted by the Board of Directors, the Chief Executive Officer, the President or any proper delegate may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 5 which may be delegated to an attorney or agent may also be exercised directly by the Chief Executive Officer, the President or any Vice President.

ARTICLE IV.

CERTIFICATES OF STOCK

Section 1. The shares of stock of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the corporation by any two (2) authorized officers of the corporation, including, without limitation the Chairman of the Board of Directors (if an officer), the Chief Executive Officer, a President, Vice President, the Treasurer, an Assistant Treasurer, the Secretary and an Assistant Secretary of the corporation, representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 2. Transfers of stock shall be made on the books of the corporation by the holder of the shares in person or by such holder’s attorney upon surrender and cancellation of certificates for a like number of shares, or as otherwise provided by law with respect to uncertificated shares.

Section 3. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative,

to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE V.

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

ARTICLE VI.

NOTICE

Section 1. Except as otherwise provided herein or permitted by applicable law, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, and except as prohibited by applicable law, any notice to stockholders given by the corporation under any provision of applicable law, the Certificate of Incorporation, or these By-laws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any stockholder who fails to object in writing to the corporation, within sixty (60) days of having been given written notice by the corporation of its intention to send the single notice permitted under this Section 1 shall be deemed to have consented to receiving such single written notice. Notice to directors may be given by telecopier, telephone or other means of electronic transmission.

Section 2. Any waiver of notice, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in a waiver of notice.

ARTICLE VII.

FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January in each year and shall end on the thirty-first day of December following.

ARTICLE VIII.

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced.

ARTICLE IX.

AMENDMENTS

These By-laws may be amended, added to, rescinded or repealed by the Board of Directors or the stockholders.

ARTICLE X.

INDEMNIFICATION

Section 1. To the fullest extent permitted by the laws of the State of Delaware as it presently exists or may hereafter be amended, the corporation shall indemnify any person (and such person’s heirs, executors or administrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals. Notwithstanding the preceding sentence, except as otherwise provided in Article X, Section 3 of these By-laws, the corporation shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Board of Directors of the corporation.

Section 2. To the fullest extent permitted by the laws of the State of Delaware, the corporation shall promptly pay expenses (including attorneys’ fees) incurred by any person described in Article X, Section 1 of these By-laws in appearing at, participating in or defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals, upon presentation of an undertaking on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified under this Article X or otherwise.

Section 3. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article X is not paid in full within thirty days after a written claim therefor by any person described in Article X, Section 1 of these By-laws has been received by the corporation, such person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the corporation shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 4. To the fullest extent permitted by the laws of the State of Delaware, the corporation may purchase and maintain insurance on behalf of any person described in Article X, Section 1 of these By-laws against any liability asserted against such person, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article X or otherwise.

Section 5. The provisions of this Article X shall be deemed to be a contract between the corporation and each director or officer (or legal representative thereof) who serves in such capacity at any time while this Article X and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any amendment, modification or repeal hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Article X shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Article X shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted by contract, the Certificate of Incorporation, these By-laws, vote of stockholders or directors or otherwise, or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity, it being the policy of the corporation that indemnification of any person whom the corporation is obligated to indemnify pursuant to Article X, Section 1 of these By-laws shall be made to the fullest extent permitted by law.

Section 6. For purposes of this Article X, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries.

Section 7. This Article X shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, persons other than persons described in Article X, Section 1 of these By-laws.

Document

Exhibit 31.1

Chief Executive Officer Certification

As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Joseph M. Harvey, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2022 of Cohen & Steers, Inc. (the Registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Dated:	November 4, 2022	/s/ Joseph M. Harvey
		Joseph M. Harvey
		Chief Executive Officer and President

Document

Exhibit 31.2

Chief Financial Officer Certification

As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Matthew S. Stadler, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2022 of Cohen & Steers, Inc. (the Registrant);

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Dated:	November 4, 2022	/s/ Matthew S. Stadler
		Matthew S. Stadler
		Executive Vice President & Chief Financial Officer

Document

Exhibit 32.1

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the Report) of Cohen & Steers, Inc. (the Company) as filed with the Securities and Exchange Commission on the date hereof, I, Joseph M. Harvey, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act); and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	November 4, 2022	/s/ Joseph M. Harvey
		Joseph M. Harvey
		Chief Executive Officer and President

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Exchange Act. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Document

Exhibit 32.2

Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the Report) of Cohen & Steers, Inc. (the Company) as filed with the Securities and Exchange Commission on the date hereof, I, Matthew S. Stadler, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act); and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	November 4, 2022	/s/ Matthew S. Stadler
		Matthew S. Stadler
		Executive Vice President & Chief Financial Officer