UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 10-Q
 ________________
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNESEPTEMBER 30, 2014
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM              TO             
Commission File Number: 001-32236 
 ________________
COHEN & STEERS, INC.
(Exact name of Registrant as specified in its charter)
 ________________ 
Delaware 14-1904657
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
  
280 Park Avenue
New York, NY
 10017
(Address of Principal Executive Offices) (Zip Code)
(212) 832-3232
(Registrant’s telephone number, including area code)
  ________________
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  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer o  Accelerated Filer x
    
Non-Accelerated Filer 
o  (Do not check if a smaller reporting company)
  Smaller Reporting Company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of August 5,November 3, 2014 was 44,777,442.44,789,474.




COHEN & STEERS, INC. AND SUBSIDIARIES
Form 10-Q
Index

  Page
Part I.Financial Information 
   
Item 1.
   
 
   
 
   
 
   
 
   
 
   
 
   
Item 2.
   
Item 3.
   
Item 4.
   
Part II.Other Information * 
   
Item 1.
   
Item 1A.
   
Item 2.
   
Item 6.
  
* Items other than those listed above have been omitted because they are not applicable.




Forward-Looking Statements
This report and other documents filed by us contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect management's current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “may,” “should,” “seeks,” “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, 2013 (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 other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.




PART I—Financial Information

Item 1. Financial Statements

COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(in thousands, except share data)
June 30,
2014
 December 31,
2013
September 30,
2014
 December 31,
2013
ASSETS      
Cash and cash equivalents$112,328
 $128,277
$137,807
 $128,277
Securities owned ($9,171 and $7,300) (1)
49,822
 15,668
Securities owned ($9,454 and $7,300) (1)
59,376
 15,668
Equity method investments26,634
 24,724
107
 24,724
Investments, available-for-sale7,328
 10,449
21,814
 10,449
Accounts receivable42,352
 40,888
50,950
 40,888
Due from broker4,071
 2,906
5,063
 2,906
Property and equipment—net9,674
 9,824
11,319
 9,824
Goodwill20,591
 20,672
19,611
 20,672
Intangible assets—net1,657
 1,701
1,635
 1,701
Deferred income tax asset—net11,047
 14,144
13,421
 14,144
Other assets7,626
 5,673
6,231
 5,673
Total assets$293,130
 $274,926
$327,334
 $274,926
      
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Liabilities:      
Accrued compensation$13,786
 $25,214
$21,136
 $25,214
Deferred rent5,830
 4,344
5,778
 4,344
Income tax payable1,461
 7,575
3,342
 7,575
Other liabilities and accrued expenses14,775
 14,029
15,309
 14,029
Total liabilities35,852
 51,162
45,565
 51,162
Commitments and contingencies (See Note 11)
 

 
Redeemable noncontrolling interest7,406
 207
19,766
 207
Stockholders’ equity:      
Common stock, $0.01 par value; 500,000,000 shares authorized; 48,572,376 and 47,735,793 shares issued at June 30, 2014 and December 31, 2013, respectively486
 477
Common stock, $0.01 par value; 500,000,000 shares authorized; 48,586,576 and 47,735,793 shares issued at September 30, 2014 and December 31, 2013, respectively486
 477
Additional paid-in capital472,914
 457,138
479,835
 457,138
Accumulated deficit(109,853) (131,366)(101,783) (131,366)
Accumulated other comprehensive income, net of tax3,593
 2,989
831
 2,989
Less: Treasury stock, at cost, 3,797,741 and 3,481,942 shares at June 30, 2014 and December 31, 2013, respectively(117,268) (105,681)
Less: Treasury stock, at cost, 3,800,014 and 3,481,942 shares at September 30, 2014 and December 31, 2013, respectively(117,366) (105,681)
Total stockholders’ equity249,872
 223,557
262,003
 223,557
Total liabilities and stockholders’ equity$293,130
 $274,926
$327,334
 $274,926
_________________________
(1) Held as collateral attributable to the consolidated balances of Cohen & Steers Active Commodities Strategy Fund, Inc. ("CDF") and Cohen & Steers Active Commodities Fund, LP ("ACOM") as of JuneSeptember 30, 2014 and ACOM as of December 31, 2013.

See notes to condensed consolidated financial statements


1


COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except per share data)

Three Months Ended
June 30,
 Six Months Ended
June 30,
Three Months Ended
September 30,
 Nine Months Ended
September 30,
2014 2013 2014 20132014 2013 2014 2013
Revenue:              
Investment advisory and administration fees$72,907
 $70,353
 $140,471
 $135,747
$75,210
 $67,704
 $215,681
 $203,451
Distribution and service fees3,744
 3,741
 7,214
 7,175
3,738
 3,627
 10,952
 10,802
Portfolio consulting and other1,761
 3,702
 3,562
 7,333
1,897
 2,695
 5,459
 10,028
Total revenue78,412
 77,796
 151,247
 150,255
80,845
 74,026
 232,092
 224,281
Expenses:              
Employee compensation and benefits25,876
 24,895
 49,911
 48,272
26,679
 24,058
 76,590
 72,330
Distribution and service fees9,256
 9,677
 17,560
 24,758
9,048
 8,362
 26,608
 33,120
General and administrative12,065
 12,517
 23,158
 23,696
11,313
 11,688
 34,471
 35,384
Depreciation and amortization1,103
 1,340
 2,365
 2,687
1,090
 1,423
 3,455
 4,110
Amortization, deferred commissions444
 810
 989
 1,575
388
 776
 1,377
 2,351
Total expenses48,744
 49,239
 93,983
 100,988
48,518
 46,307
 142,501
 147,295
Operating income29,668
 28,557
 57,264
 49,267
32,327
 27,719
 89,591
 76,986
Non-operating income:              
Interest and dividend income—net592
 743
 831
 1,289
610
 218
 1,441
 1,507
Gain (loss) from trading securities—net2,762
 (10,963) 3,745
 (9,339)
(Loss) gain from trading securities—net(2,690) 2,383
 1,055
 (6,956)
Gain from available-for-sale securities—net52
 837
 1,128
 1,328
760
 180
 1,888
 1,508
Equity in earnings (losses) of affiliates1,429
 (427) 2,364
 109
Other income (losses)155
 (368) 103
 (639)
Total non-operating income (loss)4,990
 (10,178) 8,171
 (7,252)
Equity in (losses) earnings of affiliates(1,571) 313
 793
 422
Other (losses) income(666) 209
 (563) (430)
Total non-operating (loss) income(3,557) 3,303
 4,614
 (3,949)
Income before provision for income taxes34,658
 18,379
 65,435
 42,015
28,770
 31,022
 94,205
 73,037
Provision for income taxes11,734
 9,870
 22,911
 18,005
10,733
 11,205
 33,644
 29,210
Net income22,924
 8,509
 42,524
 24,010
18,037
 19,817
 60,561
 43,827
Less: Net (income) loss attributable to redeemable noncontrolling interest(741) 6,773
 (896) 6,413
Less: Net loss (income) attributable to redeemable noncontrolling interest147
 (1,534) (749) 4,879
Net income attributable to common stockholders$22,183
 $15,282
 $41,628
 $30,423
$18,184
 $18,283
 $59,812
 $48,706
              
Earnings per share attributable to common stockholders:              
Basic$0.49
 $0.34
 $0.93
 $0.69
$0.41
 $0.41
 $1.34
 $1.10
Diluted$0.49
 $0.34
 $0.91
 $0.68
$0.40
 $0.41
 $1.31
 $1.08
Dividends declared per share$0.22
 $0.20
 $0.44
 $0.40
$0.22
 $0.20
 $0.66
 $0.60
Weighted average shares outstanding:              
Basic44,825
 44,306
 44,730
 44,222
44,839
 44,317
 44,766
 44,254
Diluted45,530
 45,002
 45,507
 44,942
45,689
 45,106
 45,568
 44,997





See notes to condensed consolidated financial statements


2



COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in thousands)

 Three Months Ended
June 30,
 Six Months Ended
June 30,
 2014 2013 2014 2013
Net income$22,924
 $8,509
 $42,524
 $24,010
Less: Net (income) loss attributable to redeemable noncontrolling interest(741) 6,773
 (896) 6,413
Net income attributable to common stockholders22,183
 15,282
 41,628
 30,423
Foreign currency translation gain (loss), net of tax of zero74
 319
 151
 (343)
Net unrealized gain (loss) from available-for-sale securities, net of tax of zero491
 (863) 1,581
 933
Reclassification to statements of operations of gain from available-for-sale securities, net of tax of zero(52) (837) (1,128) (1,328)
Total comprehensive income attributable to common stockholders$22,696
 $13,901
 $42,232
 $29,685
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2014 2013 2014 2013
Net income$18,037
 $19,817
 $60,561
 $43,827
Less: Net loss (income) attributable to redeemable noncontrolling interest147
 (1,534) (749) 4,879
Net income attributable to common stockholders18,184
 18,283
 59,812
 48,706
Foreign currency translation (loss) gain (net of tax of $0)(2,256) 1,233
 (2,105) 890
Net unrealized gain from available-for-sale securities (net of tax of $0)254
 463
 1,835
 1,396
Reclassification to statements of operations of gain from available-for-sale securities (net of tax of $0)(760) (180) (1,888) (1,508)
Total comprehensive income attributable to common stockholders$15,422
 $19,799
 $57,654
 $49,484

































See notes to condensed consolidated financial statements


3


COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND
REDEEMABLE NONCONTROLLING INTEREST (Unaudited)
SixNine Months Ended JuneSeptember 30, 2014 and 2013
(in thousands)
 
Common
Stock
 
Additional
Paid-In
Capital
 Accumulated Deficit 
Accumulated Other
Comprehensive
Income (Loss), Net of Tax
 
Treasury
Stock
 
Total
Stockholders’
Equity
 
Redeemable
Noncontrolling
Interest
 Shares of Common Stock, Net 
Common
Stock
 
Additional
Paid-In
Capital
 Accumulated Deficit 
Accumulated Other
Comprehensive
Income (Loss), Net of Tax
 
Treasury
Stock
 
Total
Stockholders’
Equity
 
Redeemable
Noncontrolling
Interest
 Shares of Common Stock, Net
Beginning balance, January 1, 2013 $470
 $429,377
 $(117,889) $2,341
 $(97,719) $216,580
 $53,188
 43,763
 $470
 $429,377
 $(117,889) $2,341
 $(97,719) $216,580
 $53,188
 43,763
Dividends 
 
 (18,204) 
 
 (18,204) 
 
 
 
 (27,300) 
 
 (27,300) 
 
Issuance of common stock 7
 286
 
 
 
 293
 
 715
 7
 388
 
 
 
 395
 
 728
Repurchase of common stock 
 
 
 
 (7,902) (7,902) 
 (241) 
 
 
 
 (7,954) (7,954) 
 (243)
Tax benefits associated with restricted stock units—net 
 2,122
 
 
 
 2,122
 
 
 
 2,231
 
 
 
 2,231
 
 
Issuance of restricted stock units 
 1,140
 
 
 
 1,140
 
 
 
 1,456
 
 
 
 1,456
 
 
Amortization of restricted stock units—net 
 10,708
 
 
 
 10,708
 
 
 
 16,126
 
 
 
 16,126
 
 
Forfeitures of vested restricted stock units 
 (10) 
 
 
 (10) 
 
 
 (10) 
 
 
 (10) 
 
Net income (loss) 
 
 30,423
 
 
 30,423
 (6,413) 
 
 
 48,706
 
 
 48,706
 (4,879) 
Other comprehensive loss, net of tax 
 
 
 (738) 
 (738) 
 
Other comprehensive income, net of tax 
 
 
 778
 
 778
 
 
Contributions from redeemable noncontrolling interest 
 
 
 
 
 
 36,498
 
 
 
 
 
 
 
 37,711
 
Redemptions of redeemable noncontrolling interest 
 
 
 
 
 
 (10,664) 
Ending balance, June 30, 2013 $477
 $443,623
 $(105,670) $1,603
 $(105,621) $234,412
 $72,609
 44,237
Distributions to redeemable noncontrolling interest 
 
 
 
 
 
 (14,242) 
Transfer of redeemable noncontrolling interest in consolidated entity 
 
 
 
 
 
 (71,586) 
Ending balance, September 30, 2013 $477
 $449,568
 $(96,483) $3,119
 $(105,673) $251,008
 $192
 44,248
                                
Beginning balance, January 1, 2014 $477
 $457,138
 $(131,366) $2,989
 $(105,681) $223,557
 $207
 44,254
 $477
 $457,138
 $(131,366) $2,989
 $(105,681) $223,557
 $207
 44,254
Dividends 
 
 (20,115) 
 
 (20,115) 
 
 
 
 (30,229) 
 
 (30,229) 
 
Issuance of common stock 9
 338
 
 
 
 347
 
 837
 9
 467
 
 
 
 476
 
 851
Repurchase of common stock 
 
 
 
 (11,587) (11,587) 
 (316) 
 
 
 
 (11,685) (11,685) 
 (318)
Tax benefits associated with restricted stock units—net 
 2,706
 
 
 
 2,706
 
 
 
 2,849
 
 
 
 2,849
 
 
Issuance of restricted stock units 
 588
 
 
 
 588
 
 
 
 920
 
 
 
 920
 
 
Amortization of restricted stock units—net 
 12,144
 
 
 
 12,144
 
 
 
 18,461
 
 
 
 18,461
 
 
Net income 
 
 41,628
 
 
 41,628
 896
 
 
 
 59,812
 
 
 59,812
 749
 
Other comprehensive income, net of tax 
 
 
 604
 
 604
 
 
 
 
 
 (2,158) 
 (2,158) 
 
Contributions from redeemable noncontrolling interest 
 
 
 
 
 
 7,257
 
 
 
 
 
 
 
 23,977
 
Redemptions of redeemable noncontrolling interest 
 
 
 
 
 
 (745) 
Distributions to redeemable noncontrolling interest 
 
 
 
 
 
 (4,958) 
Transfer of redeemable noncontrolling interest in consolidated entity 
 
 
 
 
 
 (209) 
 
 
 
 
 
 
 (209) 
Ending balance, June 30, 2014 $486
 $472,914
 $(109,853) $3,593
 $(117,268) $249,872
 $7,406
 44,775
Ending balance, September 30, 2014 $486
 $479,835
 $(101,783) $831
 $(117,366) $262,003
 $19,766
 44,787
See notes to condensed consolidated financial statements


4


COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)

Six Months Ended
June 30,
Nine Months Ended
September 30,
2014 20132014 2013
Cash flows from operating activities:      
Net income$42,524
 $24,010
$60,561
 $43,827
Adjustments to reconcile net income to net cash provided by (used in) operating activities:   
Adjustments to reconcile net income to net cash provided by operating activities:   
Stock compensation expense12,195
 10,752
18,535
 16,186
Amortization, deferred commissions989
 1,575
1,377
 2,351
Depreciation and amortization2,365
 2,687
3,455
 4,110
Deferred rent1,486
 969
1,434
 1,465
(Gain) loss from trading securities—net(3,745) 9,339
(1,055) 6,956
Equity in earnings of affiliates(2,364) (109)(793) (422)
Gain from available-for-sale securities—net(1,128) (1,328)(1,888) (1,508)
Deferred income taxes2,939
 1,092
647
 (1,110)
Foreign currency (gain) loss(298) 930
Foreign currency loss1,798
 313
Changes in operating assets and liabilities:      
Accounts receivable(1,166) (2,296)(11,860) (8,642)
Due from broker(1,165) (13,088)(2,157) (7,758)
Deferred commissions(921) (1,746)(1,426) (2,096)
Securities owned(30,409) (12,532)(42,653) (7,756)
Other assets(2,012) 996
(467) 2,294
Accrued compensation(11,399) (12,011)(4,049) (5,865)
Securities sold but not yet purchased
 (14,685)
 (14,685)
Income tax payable(5,744) 1,145
(3,850) 245
Other liabilities and accrued expenses691
 3,885
1,312
 13,177
Net cash provided by (used in) operating activities2,838
 (415)
Net cash provided by operating activities18,921
 41,082
Cash flows from investing activities:      
Proceeds from redemptions of equity method investments—net454
 683
10,894
 7,746
Purchases of investments, available-for-sale(3,603) (5,464)(6,051) (8,179)
Proceeds from sales of investments, available-for-sale8,289
 17,756
10,969
 20,244
Purchases of property and equipment(2,161) (2,826)(4,889) (4,327)
Net cash provided by investing activities2,979
 10,149
10,923
 15,484
Cash flows from financing activities:      
Excess tax benefits associated with restricted stock units2,498
 1,981
2,537
 1,994
Issuance of common stock295
 250
405
 336
Repurchase of common stock(11,587) (7,902)(11,685) (7,954)
Dividends to stockholders(19,704) (17,703)(29,562) (26,558)
Redemptions of redeemable noncontrolling interest(745) (10,664)
Distributions to redeemable noncontrolling interest(4,958) (14,242)
Contributions from redeemable noncontrolling interest7,257
 36,498
23,977
 37,711
Net cash (used in) provided by financing activities(21,986) 2,460
Net (decrease) increase in cash and cash equivalents(16,169) 12,194
Net cash used in financing activities(19,286) (8,713)
Net increase in cash and cash equivalents10,558
 47,853
Effect of foreign exchange rate changes on cash and cash equivalents220
 (141)(1,028) 580
Cash and cash equivalents, beginning of the period128,277
 95,412
128,277
 95,412
Cash and cash equivalents, end of the period$112,328
 $107,465
$137,807
 $143,845

See notes to condensed consolidated financial statements


5


COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
(UNAUDITED)
 
Supplemental disclosures of cash flow information:
For the sixnine months ended JuneSeptember 30, 2014 and 2013, the Company paid taxes, net of tax refunds, of approximately $24,328,000$34,209,000 and $13,784,00028,288,000, respectively.
Supplemental disclosures of non-cash investing and financing activities:
In connection with its stock incentive plan, for the sixnine months ended JuneSeptember 30, 2014 and 2013, the Company issued fully vested restricted stock units in the amount of $177,000252,000 and $639,000714,000, respectively. For the sixnine months ended JuneSeptember 30, 2014 and 2013, the Company recorded restricted stock unit dividend equivalents, net of forfeitures, in the amount of $411,000667,000 and $501,000742,000, respectively.
As further described in Note 4, during the nine months ended September 30, 2014, the Company redeemed a portion of its shares from Cohen & Steers Real Assets Fund, Inc. ("RAP") and recorded a non-cash reclassification of $14,909,000, which represents the Company's proportionate share of RAP, from equity method investments into investments, available-for-sale.
During the nine months ended September 30, 2013, the Company’s proportionate ownership interest in RAP decreased and the Company deconsolidated the assets and liabilities of RAP resulting in a non-cash reduction of $71,586,000 from redeemable noncontrolling interest and a non-cash increase of $23,519,000 to equity method investments.
        




6


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


1. Organization and Description of Business
Cohen & Steers, Inc. (“CNS”) was organized as a Delaware corporation on March 17, 2004. CNS was formed to beis the holding company for its direct and indirect subsidiaries, including Cohen & Steers Capital Management, Inc. (“CSCM”), a New York corporation, and to allow for the issuance of common stock to the public.
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. CNS’s wholly-owned subsidiaries are CSCM, Cohen & Steers Securities, LLC (“Securities”CSS”), Cohen & Steers Asia Limited, and Cohen & Steers UK Limited; Cohen & Steers Europe SPRL is a wholly-owned subsidiary of Cohen & Steers UK Limited and Cohen & Steers Japan, LLC (collectively, the “Company”). Prior to a reorganization in February 2013, Cohen & Steers Europe SPRL was a wholly-owned subsidiary of CNS. Intercompany balances and transactions have been eliminated in consolidation.
Through CSCM, a registered investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), the Company serves institutional and individual investors around the world. Founded in 1986, the Company is a leading global investment manager with a long history of innovation and a focus on real assets, including real estate, infrastructure and commodities. The Company serves institutional and individual investors around the world. Its clients include Company-sponsored open-end and closed-end mutual funds, U.S. and non-U.S. pension plans, endowment funds, foundations and subadvised funds for other financial institutions. Through Securities,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 registered broker/dealer, the Company provides distribution services for certain of its funds.direct and indirect subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.


2. Basis of Presentation and Significant Accounting Policies
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, 2013.
Accounting Estimates—The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes the estimates used in preparing the condensed consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates.
Reclassifications—Certain prior year amounts have been reclassified to conform to the current year presentation.
Consolidation—The Company consolidates operating entities deemed to be voting interest entities if the Company owns a majority of the voting interest. The equity method of accounting is used for investments in non-controlled affiliates in which the Company’s ownership ranges from 20 to 50 percent, or in instances in which the Company is able to exercise significant influence but not control. The Company also consolidates any variable interest entities (“VIEs”) in which the Company is the primary beneficiary. The Company records noncontrolling interests in consolidated subsidiaries for which the Company’s ownership is less than 100 percent.
A VIE is an entity in which either (a) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or (b) 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 obligation to absorb a majority of the expected losses or the right to receive the majority of the residual returns. Investments 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. The Company assesses whether entities in which it has an interest are VIEs upon initial involvement and at each reporting date. The Company assesses whether it is the primary beneficiary of any VIEs identified


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

by evaluating its economic interests in the entity held either directly by the Company and its affiliates or indirectly through employees. See Note 4 for further discussion about the Company’s investments.
Cash and Cash Equivalents—Cash equivalents consist of short-term, highly liquid investments, which are readily convertible into cash and have original maturities of three months or less.


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

Due from Broker—The Company conducts business with brokers for certain of its investment activities. The clearing and custody operations for these investment activities are performed pursuant to agreements with prime brokers. The due from broker balance represents cash and cash equivalents balances at brokers and net receivables and payables for unsettled security transactions related to the Company's consolidated seed investments.
Investments—Management of the Company determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination at each statement of financial condition date.
Securities owned are classified as trading securities and represent securities held within the affiliated funds that the Company consolidates. These securities are measured at fair value based on quoted market prices, market prices obtained from independent pricing services engaged by management or as determined by the Company’s valuation committee.committee in accordance with its valuation guidance and procedures. Unrealized gains and losses are recorded as gain (loss) from trading securities—net in the Company’s condensed consolidated statements of operations.
Investments classified as equity method investments are accounted for using the equity method, under which the Company recognizes its respective share of the investee’s net income or loss for the period. As of JuneSeptember 30, 2014, the Company's equity method investments consisted of interestsan interest in an affiliated fundsfund which measure theirmeasures its underlying investments at fair value and reportreports a net asset value on a recurring basis. The carrying amountsamount of these investments approximate theirthis investment approximates its fair value.
Investments classified as available-for-sale are comprised of equity securities, investment-grade preferred instruments and investments in Company-sponsored open-end and closed-end mutual funds. These investments are carried at fair value based on quoted market prices or market prices obtained from independent pricing services engaged by management, with unrealized gains and losses, net of tax, reported in accumulated other comprehensive income. The Company periodically reviews each individual security position that has an unrealized loss, or impairment, to determine if that impairment is other than temporary. If the Company believes an impairment of a security position is other than temporary, the loss will be recognized in the Company’s condensed consolidated statements of operations. An other than temporary impairment is presumed to have occurred if the available-for-sale investment has an unrealized loss continuously for 12 or more months.
From time to time, the affiliated funds consolidated by the Company enter into derivative contracts to gain exposure to the underlying commodities markets or to hedge market and credit risks of the underlying portfolios utilizing options, total return swaps, credit default swaps and futures contracts. These instruments are measured at fair value with gains and losses recorded as gain (loss) from trading securities—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 in the Company's condensed consolidated statements of financial condition. As of JuneSeptember 30, 2014, none of the outstanding derivative contracts were subject to any master netting arrangement or other similar agreement.
Additionally, from time to time, the Company enters into foreign exchange contracts to hedge its currency exposure related to client receivables. These instruments are measured at fair value with gains and losses recorded in other non-operating income 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 in the Company's condensed consolidated statements of financial condition.
Goodwill and Intangible Assets—Goodwill represents the excess of the cost of the Company’s investment in the net assets of an acquired company over the fair value of the underlying identifiable net assets at the date of acquisition. Goodwill and indefinite lived intangible assets are not amortized but are tested at least annually for impairment by comparing the fair value to their carrying amounts. Finite lived intangible assets are amortized over their useful lives and are tested for


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

impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. See Note 3 for further discussion about the Company’s goodwill and intangible assets.
Redeemable Noncontrolling Interest—Redeemable noncontrolling interest represents third-party interests in the Company's consolidated entities. This interest is redeemable at the option of the investors and therefore is not treated as permanent equity. Redeemable noncontrolling interest is remeasured at redemption value which approximates the fair value at each reporting period.


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

Investment Advisory and Administration Fees—The Company earns revenue by providing asset management services to institutional accounts and to Company-sponsored open-end and closed-end mutual funds. This revenue isInvestment advisory fees are earned pursuant to the terms of the underlying advisory contract,contracts, and isare based on a contractual investment advisory fee rate applied to the assets in the client’s portfolio, net of applicable waivers, if any. The Company also earns revenue from administration fees paid byfrom certain Company-sponsored open-end and closed-end mutual funds pursuant to the terms of underlying administration contracts. Administration fees are based on the average assets under management of such funds. ThisInvestment advisory and administration fees revenue is recognized as such fees are earned.
Distribution and Service FeesFee RevenueCSS acts as the principal distributor of the Company’s open-end mutual funds which may offer the following classes: Class A (initial sales load), Class C (back end sales load), Class R (load retirement) and Class Z (no load retirement). Effective May 2007, the Company suspended sales of Class B shares and all remaining Class B shares are expected to convert to Class A shares in 2015. Distribution and service fee revenue is based on the average daily net assets of the funds as detailed below. Distribution and service fee revenue is earned as the services are performed, based on predetermined percentages of the average assets under management of the Company-sponsored open-end load mutual funds. Distributiondaily and service fee revenue is recorded gross of any third-party distribution and service fee expense arrangements. The expenses associatedfor applicable share classes.
Pursuant to distribution plans with these third-partythe funds, CSS receives distribution fees of 25bps for Class A shares, 75bps for Class C shares and 50bps for Class R shares. CSS also receives shareholder servicing fees of 10bps on Class A shares, 25bps on Class C shares and 15 bps on Class Z shares, pursuant to shareholder servicing plans with the funds. Effective October 1, 2014, shareholder servicing fee revenue will no longer accrue on Class Z shares.
Distribution and Service Fee Expense—Distribution and service fee arrangements areexpense includes distribution fees, service fees and intermediary assistance payments. Distribution and service fee expense is recorded as incurred.
Distribution fee expense represents payments made to qualified dealers/institutions for (i) assistance in connection with the distribution of the funds' shares and (ii) for other expenses such as advertising costs and 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 (“Rule 12b-1”). CSS pays distribution fee expense based on the average daily net assets under management of 25 bps on Class A shares, 75bps on Class C shares and 50bps on Class R shares.
Shareholder servicing fee expense represents payments made to qualified dealers/institutions for shareholder account service and maintenance. These services are provided pursuant to written agreements with such qualified financial institutions. CSS pays service fee expenses based on the average daily net assets under management of 10bps on Class A shares, 25bps on Class C shares and 15 bps on Class Z shares. Effective October 1, 2014, Class Z shares will no longer pay shareholder service fees.
Intermediary assistance payments represent payments to qualified dealers/institutions for activities related to distribution, shareholder servicing and marketing and support of Company-sponsored open-end mutual funds and are incremental to those described above. Intermediary assistance payments may be based on the average assets under management, the number of accounts being serviced, or a combination thereof.
During the first quarter of 2013, the Company made payments of approximately $7.2 million associated with an additional compensation agreement entered into in connection with the offering of Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. ("MIE"), a closed-end mutual fund. These payments are included in distribution and service feesfee expense on the accompanying condensed consolidated statements of operations for the sixnine months ended JuneSeptember 30, 2013.
Portfolio Consulting and Other—The Company earns portfolio consulting and other fees by: i) providing portfolio consulting services in connection with model-based strategies accounts; ii) earning a licensing fee for the use of the Company's proprietary indices; and iii) providing portfolio monitoring services related to a number of unit investment trusts. This revenue is earned pursuant to the terms of the underlying contract, and the fee schedules for these relationships vary based on the type of services the Company provides for each relationship. This revenue is recognized as such fees are earned.


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

Stock-based Compensation—The Company recognizes compensation expense for the grant-date fair value of awards of equity instruments granted to employees. This expense is recognized over the period during which employees are required to provide service. The Company also estimates forfeitures.
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. Deferred tax liabilities are recognized for temporary differences that will result in taxable income in future 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 represents the Company’s best estimate of the effective tax rate expected to be applied to the full fiscal year.
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 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 non-U.S. dollar currency transactions are included in other non-operating income in the condensed consolidated statements of operations. The cumulative translation adjustment was $2,415,000$159,000 and $2,264,000 as of JuneSeptember 30, 2014 and December 31, 2013, respectively.
Comprehensive Income—The Company reports all changes in comprehensive income in the condensed consolidated statements of comprehensive income. Comprehensive income includes net income or loss attributable to common stockholders, foreign currency translation gain and loss (net of tax), unrealized gain and loss from available-for-sale


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

securities (net of tax) and reclassification to statements of operations of gain and loss from available-for-sale securities (net of tax).
Recently Issued Accounting Pronouncements—In JuneAugust 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance regarding stock based compensation whichdisclosure of going concern uncertainties in the financial statements. The guidance requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a performance target that affects vesting and that could be achievedgoing concern within one year after the requisite service period be treated as a performance condition. Compensation cost should be recognized in the period in which it becomes probabledate that the performance target will be achieved. The total amount of compensation cost recognized duringfinancial statements are issued at each annual and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest.interim reporting period. This new guidance will be effective for the Company’s first quarter of 2016.2017. The Company does not anticipate that the adoption of this new guidance will have a material impact on the Company's condensed consolidated financial statements.
In May 2014, the FASB issued new guidance which outlined a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This new guidance will be effective for the Company's first quarter of 2017 and requires either a retrospective or a modified retrospective approach to adoption. The Company is currently evaluating the potential impact on its condensed consolidated financial statements and related disclosures, as well as the available transition methods. Early application is prohibited.
In April 2014, the FASB issued new guidance which changed the requirements for reporting discontinued operations. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. This new guidance will be effective for the Company's first quarter of 2015. The Company does not anticipate that the adoption of this new guidance will have a material impact on the Company's condensed consolidated financial statements.
In March 2014, the FASB issued new guidance to make certain technical corrections to the FASB Accounting Standards Codification ("Codification") Master Glossary. The amendments affect various Codification topics and include deletion of Master Glossary terms, additions to the Master Glossary links, elimination of duplicate Master Glossary terms, and other technical corrections related to Master Glossary terms. The amendments in this new guidance do not have transition guidance and were effective upon issuance. The adoption of this new guidance did not have a material impact on the Company's condensed consolidated financial statements.
In December 2013, the FASB issued new guidance to provide a single definition of public business entity for use in future financial accounting and reporting guidance. The guidance specifies that an entity that is required by the SEC to file or furnish financial statements with the SEC, or does file or furnish financial statements with the SEC, is considered a public business entity. Additionally, a consolidated subsidiary of a public company is not considered a public business entity for purposes of its standalone financial statements other than those included in an SEC filing by its parent or by other registrants or those that are issuers and are required to file or furnish financial statements with the SEC. This new guidance was effective for all future accounting updates starting from 2014. The adoption of this new guidance did not have a material impact on the Company's condensed consolidated financial statements.
In July 2013, the FASB issued new guidance on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An entity is required to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward unless a net operating loss carryforward, a similar


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

tax loss or a tax credit carryforward is not available as of the reporting date or the entity does not intend to use the deferred tax asset for this purpose (provided that the tax law permits a choice). This new guidance was effective for the Company's first quarter of 2014. The adoption of this new guidance did not have a material impact on the Company's condensed consolidated financial statements.


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

In June 2013, the FASB issued new guidance which clarifies the characteristics of an investment company and provides guidance for assessing whether an entity is an investment company. From time to time the Company consolidates certain of its affiliated funds which are considered investment companies. The Company retains the specialized investment company accounting for such funds in consolidation. This new guidance was effective for the Company’s first quarter of 2014. The adoption of this new guidance did not have a material impact on the Company’s condensed consolidated financial statements.


3. Goodwill and Intangible Assets
Goodwill
Goodwill represents the excess of purchase price over the net tangible assets and identifiable intangible assets of an acquired business. At JuneSeptember 30, 2014 and December 31, 2013, goodwill was approximately $20,591,00019,611,000 and $20,672,000, respectively. The Company’s goodwill decreased by $81,0001,061,000 for the sixnine months ended JuneSeptember 30, 2014 as a result of foreign currency revaluation.
Intangible Assets
The following table details the gross carrying amounts and accumulated amortization for the intangible assets at JuneSeptember 30, 2014 and December 31, 2013 (in thousands):

Remaining
Amortization
Period
(in months)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Intangible
Assets, Net
Remaining
Amortization
Period
(in months)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Intangible
Assets, Net
June 30, 2014:      
September 30, 2014:      
Amortized intangible assets:            
Client relationships54 $1,543
 $(1,136) $407
51 $1,543
 $(1,158) $385
Non-amortized intangible assets:            
Mutual fund management contracts 1,250
 
 1,250
 1,250
 
 1,250
Total $2,793
 $(1,136) $1,657
 $2,793
 $(1,158) $1,635
December 31, 2013:            
Amortized intangible assets:            
Client relationships60 $1,543
 $(1,092) $451
60 $1,543
 $(1,092) $451
Non-amortized intangible assets:            
Mutual fund management contracts 1,250
 
 1,250
 1,250
 
 1,250
Total $2,793
 $(1,092) $1,701
 $2,793
 $(1,092) $1,701



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

Amortization expense related to the intangible assets was approximately $22,000 for both the three months ended JuneSeptember 30, 2014 and 2013, respectively, and approximately $44,000$66,000 for both the sixnine months ended JuneSeptember 30, 2014 and 2013, respectively. Estimated future amortization expense is as follows (in thousands):
 
Periods Ending December 31,
Estimated
Amortization
Expense
Estimated
Amortization
Expense
2014$45
$23
201589
89
201689
89
201789
89
201895
95
Thereafter

Total$407
$385


4. Investments
The following is a summary of the Company's investments as of JuneSeptember 30, 2014 and December 31, 2013 (in thousands):
June 30,
2014
 December 31, 2013September 30,
2014
 December 31, 2013
Securities owned$49,822
 $15,668
$59,376
 $15,668
Equity method investments26,634
 24,724
107
 24,724
Investments, available-for-sale7,328
 10,449
21,814
 10,449
Trading and equity method investments
The Cohen & Steers Active Commodities Strategy Fund, Inc. (“CDF”), which was launched by the Company in May 2014, is an open-end mutual fund for which the Company is the investment adviser. As of JuneSeptember 30, 2014, the Company owned allthe majority of the outstanding voting interest in CDF. Accordingly, the underlying assets and liabilities and results of operations of CDF have been included in the Company's condensed consolidated financial statements.statements with the third-party interests classified as redeemable noncontrolling interest.
The Cohen & Steers MLP & Energy Opportunity Fund, Inc. (“MLO”), which was launched by the Company in December 2013, is an open-end mutual fund for which the Company is the investment adviser. As of JuneSeptember 30, 2014, the Company owned the majority of the outstanding voting interest in MLO. Accordingly, the underlying assets and liabilities and results of operations of MLO have been included in the Company's condensed consolidated financial statements with the third partythird-party interests classified as redeemable noncontrolling interest.
The Cohen & Steers Active Commodities Fund, LP (“ACOM”), launched by the Company in April 2013, is structured as a partnership. The Company is the investment adviser of ACOM for which it is entitled to receive a management fee. As of JuneSeptember 30, 2014, the Company owned all of the voting interest in ACOM. Accordingly, the underlying assets and liabilities and results of operations of ACOM have been included in the Company's condensed consolidated financial statements.
Cohen & Steers Global Realty Partners III-TE, L.P. ("GRP-TE"), which had its closing in October 2011, is structured as a partnership. The Company is the general partner and investment adviser of GRP-TE, for which it receives a management fee and is entitled to receive an incentive distribution, if earned. GRP-TE is a VIE and the Company is not the primary beneficiary. As the general partner, the Company has significant influence over the financial decisions of GRP-TE and therefore records its investment using the equity method of accounting. The Company's equity interest in GRP-TE represents


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

a seed investment to launch the fund which was made during the first quarter of 2012, adjusted for the Company’s proportionate share of the fund’s earnings. As of JuneSeptember 30, 2014, the fair value of the Company's equity interest in GRP-TE was approximately $105,000107,000. The Company's risk with respect to its investment in GRP-TE is limited to its equity ownership


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

and any uncollected management fees. In conjunction with the launch of GRP-TE, the Company established Cohen & Steers Co-Investment Partnership, L.P. (“GRP-CIP”), which is used by the Company to fulfill its contractual commitment to co-invest with GRP-TE. See Note 11 for further discussion regarding the Company's co-investment commitment. As of JuneSeptember 30, 2014, the Company owned all of the voting interest in GRP-CIP. Accordingly, the underlying assets and liabilities and results of operations of GRP-CIP have been included in the Company's condensed consolidated financial statements.
Prior to its liquidation in April 2014, the Company owned the majority of the voting interests in the Cohen & Steers Global Real Estate Long-Short Fund, L.P. (the “Onshore Fund”). Accordingly, the underlying assets and liabilities and results of operations of the Onshore Fund had been included in the Company's condensed consolidated financial statements. The Onshore Fund was structured as a partnership and the Company was the general partner and investment adviser of the fund.
The Cohen & Steers Global Real Estate Long-Short Offshore Fund, L.P. (the “Offshore Fund”), which was liquidated in April 2014, was structured as a partnership. The Company was the general partner and investment adviser of the Offshore Fund for which it received a management fee and was entitled to receive a performance fee, if earned. The Company determined that the Offshore Fund was not a VIE. The limited partners, unaffiliated with the Company, had the ability to dissolve the fund with a majority vote. As a result, the Company did not have financial control and the Offshore Fund was not consolidated into the Company's condensed consolidated financial statements. As the general partner, the Company had significant influence over the financial decisions of the Offshore Fund and therefore recorded its investment in this fund using the equity method of accounting. The Company’s equity interest in the Offshore Fund represented a seed investment to launch the fund, adjusted for the Company’s proportionate share of the fund’s earnings.
Cohen & Steers Real Assets Fund, Inc. ("RAP"), which was launched by the Company in January 2012, is an open-end mutual fund for which the Company is the investment adviser. The Company had a controlling financial interest in RAP through July 31, 2013 and therefore, the underlying assets and liabilities and results of operations of RAP had been included in the Company's condensed consolidated financial statements with the third partythird-party interests classified as redeemable noncontrolling interest. AsDuring the period of August 1, 2013 through September 30, 2014, as a result of additional third partythird-party subscriptions into the fund, effective August 1, 2013, the Company no longer held a controlling financial interest in RAP, however it was determined that the Company had significant influence over RAP. Accordingly, effective August 1, 2013, the Company recordsrecorded its investment in RAP using the equity method of accounting.
The following is a summary of Effective September 30, 2014, the fair value of securities ownedCompany's ownership interest in RAP fell below 20% and equity methodthe Company no longer has significant influence over RAP. Accordingly, the Company records its investment in RAP as investments, as of available-for-sale.June 30, 2014 and December 31, 2013 (in thousands):
 June 30, 2014 December 31, 2013
 Securities Owned Equity Method Investments Securities Owned Equity Method Investments
ACOM$8,600
 $
 $7,300
 $
CDF8,400
 
 
 
GRP-CIP2,378
 
 2,740
 
GRP-TE
 105
 
 116
MLO30,444
 
 5,125
 
Offshore Fund
 
 
 412
Onshore Fund
 
 503
 
RAP
 26,529
 
 24,196
Total$49,822
 $26,634
 $15,668
 $24,724


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

The following is a summary of the fair value of securities owned and equity method investments as of September 30, 2014 and December 31, 2013 (in thousands):
 September 30, 2014 December 31, 2013
 Securities Owned Equity Method Investments Securities Owned Equity Method Investments
ACOM$8,600
 $
 $7,300
 $
CDF9,600
 
 
 
GRP-CIP2,416
 
 2,740
 
GRP-TE
 107
 
 116
MLO38,760
 
 5,125
 
Offshore Fund
 
 
 412
Onshore Fund
 
 503
 
RAP (1)

 
 
 24,196
Total$59,376
 $107
 $15,668
 $24,724
_________________________
(1)    Effective September 30, 2014, the Company's ownership interest in RAP fell below 20% and the Company no longer has significant influence, therefore, the investment in RAP was reclassified to investments, available-for-sale.
Gain (loss) from trading securities—net for the three and sixnine months ended JuneSeptember 30, 2014 and 2013, which represent realized and unrealized gains and losses recorded by the funds the Company consolidates, are summarized below (in thousands):
Three Months Ended
June 30,
 Six Months Ended
June 30,
Three Months Ended
September 30,
 Nine Months Ended
September 30,
2014 2013 2014 20132014 2013 2014 2013
ACOM$279
 $(626) $816
 $(626)$(1,321) $123
 $(505) $(503)
CDF46
 
 46
 
(1,450) 
 (1,404) 
GRP-CIP153
 (23) 163
 (23)5
 287
 168
 264
MLO2,284
 
 2,696
 
76
 
 2,772
 
Onshore Fund
 (1,100) 24
 521

 (104) 24
 417
RAP
 (9,214) 
 (9,211)
 2,077
 
 (7,134)
Total gain (loss) from trading securities—net$2,762
 $(10,963) $3,745
 $(9,339)
Total (loss) gain from trading securities—net$(2,690) $2,383
 $1,055
 $(6,956)

Equity in earnings (losses) of affiliates for the three and sixnine months ended JuneSeptember 30, 2014 and 2013 are summarized below (in thousands):
Three Months Ended
June 30,
 Six Months Ended
June 30,
Three Months Ended
September 30,
 Nine Months Ended
September 30,
2014
2013 2014 20132014
2013 2014 2013
GRP-TE$
 $
 $20
 $
$
 $7
 $20
 $7
Offshore Fund
 (427) 11
 109
9
 5
 20
 114
RAP(1)1,429
 
 2,333
 
(1,580) 301
 753
 301
Total equity in earnings (losses) of affiliates$1,429
 $(427) $2,364
 $109
Total equity in (losses) earnings of affiliates$(1,571) $313
 $793
 $422
_________________________
(1)    Effective September 30, 2014, the Company's ownership interest in RAP fell below 20% and the Company no longer has significant influence, therefore, the investment in RAP was reclassified to investments, available-for-sale.


14





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

Available-for-sale
The following is a summary of the cost, gross unrealized gains, gross unrealized losses and fair value of investments, available-for-sale as of JuneSeptember 30, 2014 and December 31, 2013 (in thousands):
June 30, 2014September 30, 2014
Cost 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses (1)
 
Fair
Value
Cost 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses (1)
 
Fair
Value
Preferred securities$1,013
 $55
 $(2) $1,066
$1,017
 $45
 $(4) $1,058
Common stocks5,151
 1,149
 (39) 6,261
5,230
 779
 (163) 5,846
Company-sponsored mutual funds1
 
 
 1
14,910
 
 
 14,910
Total investments, available-for-sale$6,165
 $1,204
 $(41) $7,328
$21,157
 $824
 $(167) $21,814
_________________________
(1)    At JuneSeptember 30, 2014, there were no securities with unrealized losses continuously for a period of more than 12 months.

 December 31, 2013
 Cost 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
(1)
 
Fair
Value
Preferred securities$4,142
 $183
 $(40) $4,285
Common stocks5,400
 698
 (132) 5,966
Company-sponsored mutual funds197
 1
 
 198
Total investments, available-for-sale$9,739
 $882
 $(172) $10,449
_________________________
(1)    At December 31, 2013, there were no securities with unrealized losses continuously for a period of more than 12 months.
The aggregate fair value of available-for-sale securities in an unrealized loss position was approximately $942,000$2,481,000 and $1,785,000 at JuneSeptember 30, 2014 and December 31, 2013, respectively.
Unrealized losses on investments, available-for-sale as of JuneSeptember 30, 2014 were generally caused by market conditions. When evaluating whether an unrealized loss on an investment, available-for-sale is other than temporary, the Company reviews such factors as the extent and duration of the loss, deterioration in the issuer’s credit quality, reduction or cessation of dividend payments and overall financial strength of the issuer. As of JuneSeptember 30, 2014, the Company determined that it had the ability and intent to hold the remaining investments for which no other-than-temporary impairment has occurred until a recovery of fair value. Accordingly, impairment of these investments is considered temporary.
Sales proceeds, gross realized gains and losses from investments, available-for-sale for the three and sixnine months ended JuneSeptember 30, 2014 and 2013 are summarized below (in thousands):
Three Months Ended
June 30,
 Six Months Ended
June 30,
Three Months Ended
September 30,
 Nine Months Ended
September 30,
2014 2013 2014 20132014 2013 2014 2013
Proceeds from sales$1,548
 $13,984
 $8,298
 $17,756
$2,713
 $3,570
 $11,011
 $21,326
Gross realized gains143
 1,024
 1,249
 1,563
775
 283
 2,024
 1,846
Gross realized losses(91) (187) (121) (235)(15) (103) (136) (338)



15





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


5. Fair Value
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. In determining the appropriate levels, the Company performed a detailed analysis of the assets and liabilities that are subject to ASC 820. Transfers among levels, if any, are recorded at the beginning of the reporting period. There were no transfers between level 1 and level 2 during the sixnine months ended JuneSeptember 30, 2014.
The following table presents fair value measurements as of JuneSeptember 30, 2014 (in thousands):
Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
Cash equivalents (1)
$55,358
 $
 $
 $55,358
$60,427
 $
 $
 $60,427
Securities owned              
Common stocks$30,444
 $
 $
 $30,444
$38,760
 $
 $
 $38,760
Fixed income securities
 17,000
 
 17,000

 18,200
 
 18,200
Limited partnership interests
 
 2,378
 2,378

 
 2,416
 2,416
Total securities owned$30,444
 $17,000
 $2,378
 $49,822
$38,760
 $18,200
 $2,416
 $59,376
Equity method investments$26,529
 $
 $105
 $26,634
$
 $
 $107
 $107
Investments, available-for-sale              
Preferred securities$1,066
 $
 $
 $1,066
$1,058
 $
 $
 $1,058
Common stocks6,261
 
 
 6,261
5,846
 
 
 5,846
Company-sponsored mutual funds1
 
 
 1
14,910
 
 
 14,910
Total investments, available-for-sale$7,328
 $
 $
 $7,328
$21,814
 $
 $
 $21,814
Derivatives - assets              
Foreign exchange contracts$
 $1,165
 $
 $1,165
Commodity contracts$1,184
 $
 $
 $1,184
436
 
 
 436
Total derivatives - assets$1,184
 $
 $
 $1,184
$436
 $1,165
 $
 $1,601
Derivatives - liabilities              
Foreign exchange contracts$
 $110
 $
 $110
Commodity contracts563
 
 
 563
$1,816
 $
 $
 $1,816
Total derivatives - liabilities$563
 $110
 $
 $673
$1,816
 $
 $
 $1,816
_________________________
(1)    Comprised of investments in money market funds.
Securities owned classified as level 2 in the above table were primarily comprised of investments in United States Treasury Bills carried at amortized cost, which approximates fair value.


16





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

Securities owned classified as level 3 in the above table were comprised of limited partnership interests which represent the Company's co-investments through GRP-CIP, which along with the Company's interest in GRP-TE, represent the


16





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

Company's collective ownership interests in limited partnership vehicles that invest in privatenon-registered real estate funds which are valued based on the net asset values of the underlying funds and direct investmentsprivate equity vehicles that invest directly in real estate which are generally valued using a discounted cash flow model.
Equity method investments classified as level 3 in the above table represent the carrying amount of the Company's partnership interest in GRP-TE, which approximates its fair value based on the fund's net asset value. GRP-TE invests in non-registered real estate funds and in private equity vehicles that invest directly in real estate. As of JuneSeptember 30, 2014, the Company did not have the ability to redeem its investment in GRP-TE.
The following table presents fair value measurements as of December 31, 2013 (in thousands):
 Level 1 Level 2 Level 3 Total
Cash equivalents (1)
$61,551
 $
 $
 $61,551
Securities owned       
Common stocks$5,125
 $
 $503
 $5,628
Fixed income securities
 7,300
 
 7,300
Limited partnership interests
 
 2,740
 2,740
Total securities owned$5,125
 $7,300
 $3,243
 $15,668
Equity method investments$24,196
 $
 $528
 $24,724
Investments, available-for-sale       
Preferred securities$960
 $
 $3,325
 $4,285
Common stocks5,966
 
 
 5,966
Company-sponsored mutual funds198
 
 
 198
Total investments, available-for-sale$7,124
 $
 $3,325
 $10,449
Derivatives - assets       
Foreign exchange contracts$
 $398
 $
 $398
Commodity contracts305
 
 
 305
Total derivatives - assets$305
 $398
 $
 $703
Derivatives - liabilities       
Commodity contracts$275
 $
 $
 $275
Total derivatives - liabilities$275
 $
 $
 $275
_________________________
(1)    Comprised of investments in money market funds.
Securities owned classified as level 2 in the above table were primarily comprised of investments in United States Treasury Bills carried at amortized cost, which approximates fair value.
Securities owned classified as level 3 in the above table were comprised of investments in the common stock of a privately held bank holding company and limited partnership interests. The investments in the common stock of a privately held bank holding company were valued by the Company's valuation committee using a market approach which utilized market multiples derived from a set of comparable public companies. The limited partnership interests represent the Company's co-investments through GRP-CIP, which along with the Company's interest in GRP-TE, represent the Company's collective ownership interests in limited partnership vehicles that invest in privatenon-registered real estate funds which are valued based on the net asset values of the underlying funds and direct investmentsprivate equity vehicles that invest directly in real estate which are generally valued using a discounted cash flow model. The methodology used to value the investments held by GRP-CIP was changed during the year ended December 31, 2013 as the transaction cost was no longer a reasonable approximation of value due to the passage of time.


17





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

Equity method investments classified as level 3 in the above table represent the carrying amount of partnership interests in the Offshore Fund and GRP-TE, which approximate their fair value based on each fund's net asset value. The Offshore


17





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

Fund made long and short investments in listed real estate equity securities to maximize absolute and risk-adjusted returns with modest volatility. GRP-TE invests in non-registered real estate funds and in private equity vehicles that invest directly in real estate. As of December 31, 2013, the Company did not have the ability to redeem its investment in either fund.
Investments, available-for-sale classified as level 3 in the above table were comprised of an auction rate preferred security of a closed-end fund which was measured at fair value using a a third partythird-party pricing service which utilized a combination of a market approach based on the quoted prices for identical or similar instruments in markets that are not active and an income approach in which the expected cash flows of the securities were discounted back to the measurement date. The Company reviewed the fair value provided by the pricing service and confirmed its understanding of the methodology utilized.
The following table summarizes the changes in level 3 investments measured at fair value on a recurring basis for the three and sixnine months ended JuneSeptember 30, 2014 (in thousands):
Three Months Ended
June 30, 2014
 Six Months Ended
June 30, 2014
Three Months Ended
September 30, 2014
 Nine Months Ended
September 30, 2014
Securities
Owned
 Equity Method Investments Investments, available-for-sale 
Securities
Owned
 Equity Method Investments Investments, available-for-sale
Securities
Owned
 Equity Method Investments Investments, available-for-sale 
Securities
Owned
 Equity Method Investments Investments, available-for-sale
Common Stocks Limited Partnership Interests GRP-TE/Offshore Fund Preferred Securities Common Stocks Limited Partnership Interests GRP-TE/Offshore Fund Preferred SecuritiesCommon Stocks Limited Partnership Interests GRP-TE Preferred Securities Common Stocks Limited Partnership Interests GRP-TE/Offshore Fund Preferred Securities
Balance at beginning of period$
 $2,251
 $537
 $
 $503
 $2,740
 $528
 $3,325
$
 $2,378
 $105
 $
 $503
 $2,740
 $528
 $3,325
Purchases / contributions
 24
 2
 
 
 305
 9
 

 151
 2
 
 
 456
 11
 
Sales / distributions
 
 (434) 
 (527) (721) (463) (4,000)
 
 
 
 (527) (721) (463) (4,000)
Realized (losses) gains
 (145) 
 
 24
 64
 
 675
Unrealized gains (1)

 248
 
 
 
 (10) 31
 
Realized gains (losses)
 
 
 
 24
 64
 
 675
Unrealized gains (losses) (1)

 (113) 
 
 
 (123) 31
 
Transfers into (out of) level 3
 
 
 
 
 
 
 

 
 
 
 
 
 
 
Balance at end of period$
 $2,378
 $105
 $
 $
 $2,378
 $105
 $
$
 $2,416
 $107
 $
 $
 $2,416
 $107
 $
 
_________________________
(1)    Pertains to unrealized gains (losses) from securities held at JuneSeptember 30, 2014.
The following table summarizes the changes in level 3 investments measured at fair value on a recurring basis for the three and six months ended June 30, 2013 (in thousands):
 Three Months Ended
June 30, 2013
 Six Months Ended
June 30, 2013
 
Securities
Owned
 Equity Method Investments Investments, available-for-sale 
Securities
Owned
 Equity Method Investments Investments, available-for-sale
 Common Stocks Limited Partnership Interests GRP-TE Preferred Securities Common Stocks Limited Partnership Interests GRP-TE Preferred Securities
Balance at beginning of period$1,075
 $2,292
 $95
 $3,079
 $1,168
 $2,142
 $89
 $3,080
Purchases / contributions
 53
 1
 
 
 203
 7
 
Sales / distributions(419) (113) 
 
 (419) (113) 
 
Realized losses(211) 
 
 
 (211) 
 
 
Unrealized (losses) gains (1)
(32) (22) 
 13
 (125) (22) 
 12
Transfers into (out of) level 3
 
 
 
 
 
 
 
Balance at end of period$413
 $2,210
 $96
 $3,092
 $413
 $2,210
 $96
 $3,092
_________________________
(1)    Pertains to unrealized gains (losses) from securities held at June 30, 2013.


18





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

The following table summarizes the changes in level 3 investments measured at fair value on a recurring basis for the three and nine months ended September 30, 2013 (in thousands):
 Three Months Ended
September 30, 2013
 Nine Months Ended
September 30, 2013
 
Securities
Owned
 Equity Method Investments Investments, available-for-sale 
Securities
Owned
 Equity Method Investments Investments, available-for-sale
 Common Stocks Limited Partnership Interests GRP-TE/Offshore Fund Preferred Securities Common Stocks Limited Partnership Interests GRP-TE/Offshore Fund Preferred Securities
Balance at beginning of period$413
 $2,210
 $96
 $3,092
 $1,168
 $2,142
 $89
 $3,080
Purchases / contributions
 115
 3
 
 
 318
 10
 
Sales / distributions
 (28) (7,066) 
 (419) (141) (7,066) 
Realized gains (losses)
 11
 
 
 (211) 11
 
 
Unrealized gains (losses) (1)
11
 275
 12
 262
 (114) 253
 12
 274
Transfers into (out of) level 3
 
 7,436
 
 
 
 7,436
 
Balance at end of period$424
 $2,583
 $481
 $3,354
 $424
 $2,583
 $481
 $3,354
_________________________
(1)    Pertains to unrealized gains (losses) from securities held at September 30, 2013.
Realized gains (losses) from investments classified as securities owned, equity method investments and investments, available-for-sale in the above tables were recorded as gain (loss) from trading securities, equity in earnings (losses) of affiliates and gain (loss) from available-for-sale securities, respectively, in the Company's condensed consolidated statements of operations. Unrealized gains (losses) from investments classified as securities owned and equity method investments in the above tables were recorded as gain (loss) from trading securities and equity in earnings (losses) of affiliates, respectively, in the Company's condensed consolidated statements of operations. Unrealized gains (losses) from investments, available-for-sale in the above tables were recorded as unrealized gain (loss) from available-for-sale securities in the Company's condensed consolidated statements of comprehensive income.
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 brokers/dealers or pricing services. In determining the value of a particular investment, 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 selectively performs detailed reviews of valuations provided by broker/dealers or pricing services.
Foreign exchange contracts are valued by interpolating a value using the spot foreign exchange rate and forward points (based on the spot rate and currency interest rate differentials), which are all inputs that are observable in active markets (level 2).
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 involves a significant degree of judgment, taking into consideration a combination of internal and external factors. Such investments are valued on a quarterly basis, taking into consideration any changes in key inputs and changes in economic and other relevant conditions, and valuation models are updated accordingly. The valuation process also includes a review by the Company's valuation committee which is primarily comprised of senior members from various departments within the Company, including investment management. The valuation committee provides independent oversight of the valuation policies and procedures.


19





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

The valuation techniques and significant unobservable inputs used in the fair value measurement of the following level 3 investments as of JuneSeptember 30, 2014 were:
 Fair Value Fair Value Significant  
 (in thousands) Methodology Unobservable Inputs Range
Limited partnership interests - direct investments in real estate$1,454
 Discounted cash flows 
Discount rate
Exit capitalization rates
Market rental rates
 9% - 15%
8% - 8.5%
$15.00 - 18.50 psf
 Fair Value Fair Value Significant  
 (in thousands) Methodology Unobservable Inputs Range
Limited partnership interests - direct investments in real estate$1,514
 Discounted cash flows 
Discount rate
Exit capitalization rates
Market rental rates
 9% - 15%
8% - 8.5%
$15.00 - 18.50 psf
The valuation techniques and significant unobservable inputs used in the fair value measurement of the following level 3 investments as of December 31, 2013 were:
 Fair Value Fair Value Significant Input /
 (in thousands) Methodology Unobservable Inputs Range
Common shares of privately-held company$503
 Market comparable companies 
Price / tangible book ratio
Liquidity discount
 
1.48x
33%
Limited partnership interests - direct investments in real estate$2,101
 Discounted cash flows 
Discount rate
Exit capitalization rates
Market rental rates
 
9% - 15%
8.5% - 9%
$15.00 - 16.25 psf


19





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

Changes in the significant unobservable inputs in the tables above may result in a materially higher or lower fair value measurement. The disclosure in the above tables excludes the Company's ownership interests in limited partnership vehicles which are valued based on the net asset values of the underlying funds. The disclosure in the above table as of December 31, 2013 also excludes auction rate preferred securities for which fair value is based on unobservable but non-quantitative inputs. Such items include financial instruments for which the determination of fair value is based on unadjusted quotations provided by a third partythird-party pricing service.


6. Derivatives
The following is a summary of the notional and fair value of the derivative financial instruments. The notional amount represents the absolute value amount of all outstanding derivative contracts at JuneSeptember 30, 2014 (in thousands):
June 30, 2014September 30, 2014
Assets LiabilitiesAssets Liabilities
Notional Fair Value Notional Fair ValueNotional Fair Value Notional Fair Value
Total foreign exchange contracts$
 $
 $11,733
 $110
$17,090
 $1,165
 $
 $
Total commodity contracts29,596
 1,184
 13,354
 563
9,500
 436
 23,838
 1,816
Total derivatives$29,596
 $1,184
 $25,087
 $673
$26,590
 $1,601
 $23,838
 $1,816
The following is a summary of the notional and fair value of the derivative financial instruments. The notional amount represents the absolute value amount of all outstanding derivative contracts at December 31, 2013 (in thousands):
 December 31, 2013
 Assets Liabilities
 Notional Fair Value Notional Fair Value
Total foreign exchange contracts$10,853
 $398
 $
 $
Total commodity contracts8,115
 305
 5,738
 275
Total derivatives$18,968
 $703
 $5,738
 $275


20





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

Cash included in due from broker in the condensed consolidated statement of financial condition of approximately $1,359,0001,389,000 and $2,110,000 as of JuneSeptember 30, 2014 and December 31, 2013, respectively, was held as collateral for futures contracts. Securities included in securities owned in the condensed consolidated statement of financial condition of approximately $9,171,0009,454,000 and $7,300,000 as of JuneSeptember 30, 2014 and December 31, 2013, respectively, were held as collateral for futures contracts.
Gains and losses from derivative financial instruments for the three and sixnine months ended JuneSeptember 30, 2014 and 2013 are summarized below (in thousands):
Three Months Ended
June 30,
 Six Months Ended
June 30, 2014
Three Months Ended
September 30,
 Nine Months Ended
September 30,
2014 2013 2014 20132014 2013 2014 2013
Equity contracts$
 $(184) $
 $(584)$
 $
 $
 $(584)
Foreign exchange contracts(340) 27
 (508) 1,329
1,275
 (105) 767
 1,224
Commodity contracts(198) (3,747) 350
 (3,840)(2,221) 1,087
 (1,871) (2,753)
Credit contracts
 (10) 
 (21)
 
 
 (21)
Total derivatives$(538) $(3,914) $(158) $(3,116)$(946) $982
 $(1,104) $(2,134)



20





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

7. Earnings Per Share
Basic earnings per share are calculated by dividing net income attributable to common stockholders by the weighted average shares outstanding. Diluted earnings per share are calculated by dividing net income attributable to common stockholders by the total weighted average shares of common stock outstanding and common stock equivalents. Common stock equivalents are comprised of dilutive potential shares from restricted stock unit awards. Common stock equivalents are excluded from the computation if their effect is anti-dilutive. Diluted earnings per share are computed using the treasury stock method.
No anti-dilutive common stock equivalents were excluded from the computation for the three and sixnine months ended JuneSeptember 30, 2014 and 2013.
The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three and sixnine months ended JuneSeptember 30, 2014 and 2013 (in thousands, except per share data):
Three Months Ended
June 30,
 Six Months Ended
June 30,
Three Months Ended
September 30,
 Nine Months Ended
September 30,
2014 2013 2014 20132014 2013 2014 2013
Net income$22,924
 $8,509
 $42,524
 $24,010
$18,037
 $19,817
 $60,561
 $43,827
Less: Net (income) loss attributable to redeemable noncontrolling interest(741) 6,773
 (896) 6,413
Less: Net loss (income) attributable to redeemable noncontrolling interest147
 (1,534) (749) 4,879
Net income attributable to common stockholders$22,183
 $15,282
 $41,628
 $30,423
$18,184
 $18,283
 $59,812
 $48,706
Basic weighted average shares outstanding44,825
 44,306
 44,730
 44,222
44,839
 44,317
 44,766
 44,254
Dilutive potential shares from restricted stock units705
 696
 777
 720
850
 789
 802
 743
Diluted weighted average shares outstanding45,530
 45,002
 45,507
 44,942
45,689
 45,106
 45,568
 44,997
Basic earnings per share attributable to common stockholders$0.49
 $0.34
 $0.93
 $0.69
$0.41
 $0.41
 $1.34
 $1.10
Diluted earnings per share attributable to common stockholders$0.49
 $0.34
 $0.91
 $0.68
$0.40
 $0.41
 $1.31
 $1.08



21





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


8. Income Taxes
The provision for income taxes for the sixnine months ended JuneSeptember 30, 2014 includes U.S. federal, state, local and foreign taxes at an approximate effective tax rate of 35.5%36%. The effective tax rate for the three months ended JuneSeptember 30, 2014 was approximately 34.6%37.1%, which reflects the cumulative effect to adjust the estimated tax rate to 35.5%36% for the full year 2014. The effective tax rate for the sixnine months ended JuneSeptember 30, 2013 was approximately 37%37.5%, which included discrete items, the most significant of which was attributable to the launch costs of MIE.MIE during the first quarter of 2013. Excluding the discrete items, the effective tax rate for the sixnine months ended JuneSeptember 30, 2013 was approximately 38%. The effective tax rate for the three months ended JuneSeptember 30, 2013 was approximately 39%38%. The Company expects the tax rate for the full year 2014 to approximate 35.5%36%, excluding discrete items.
Deferred income taxes represent the tax effects of the temporary differences between book and tax bases and are measured using enacted tax rates that will be in effect when such items are expected to reverse. The Company's net deferred tax asset is primarily comprised of future income tax deductions attributable to the delivery of unvested restricted stock units. The Company records a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized.



21





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

9. Regulatory Requirements
Securities,CSS, a registered broker/dealer in the U.S., is subject to the SEC’s Uniform Net Capital Rule 15c3-1 (the “Rule”), which requires that broker/dealers maintain a minimum level of net capital, as defined.prescribed under the Rule. As of JuneSeptember 30, 2014, SecuritiesCSS had net capital of approximately $1,723,000,$1,846,000, which exceeded its requirements by approximately $1,541,000.$1,666,000. The Rule also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital of a broker/dealer is less than the amount required under the Rule and requires prior notice to the SEC for certain withdrawals of capital.
SecuritiesCSS does not carry customer accounts and is exempt from the SEC’s Rule 15c3-3 pursuant to provisions (k)(1) and (k)(2)(i) of such rule.
Certain of the non-U.S. subsidiaries of the Company (collectively, the “Foreign Regulated Entities”) are regulated outside the U.S. by the Hong Kong Securities and Futures Commission and the United Kingdom Financial Conduct Authority. As of JuneSeptember 30, 2014,, the Foreign Regulated Entities had aggregate regulatory capital of approximately $51,157,000,$52,296,000, which exceeded requirements by approximately $49,376,000.$50,588,000.


10. Related Party Transactions
The Company is an investment adviser to, and has administrative agreements with, affiliated funds for which certain employees are officers and/or directors. The following table sets forth the amount of revenue the Company earned from these affiliated funds for the three and sixnine months ended JuneSeptember 30, 2014 and 2013 (in thousands):
Three Months Ended
June 30,
 Six Months Ended
June 30,
Three Months Ended
September 30,
 Nine Months Ended
September 30,
2014 2013 2014 20132014 2013 2014 2013
Investment advisory and administration fees$52,275
 $49,054
 $100,412
 $93,121
$54,789
 $48,264
 $155,201
 $141,792
Distribution and service fees3,744
 3,741
 7,214
 7,175
3,738
 3,627
 10,952
 10,802
$56,019
 $52,795
 $107,626
 $100,296
$58,527
 $51,891
 $166,153
 $152,594


22





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

Sales proceeds, gross realized gains, gross realized losses and dividend income from investments, available-for-sale in Company-sponsored mutual funds for the three and sixnine months ended JuneSeptember 30, 2014 and 2013 are summarized below (in thousands):
Three Months Ended
June 30,
 Six Months Ended
June 30,
Three Months Ended
September 30,
 Nine Months Ended
September 30,
2014 2013 2014 20132014 2013 2014 2013
Proceeds from sales$
 $10,613
 $192
 $10,613
$
 $102
 $192
 $10,715
Gross realized gains
 613
 
 613

 2
 
 615
Gross realized losses
 
 (3) 

 
 (3) 
Dividend income
 
 
 

 
 
 
The Company has agreements with certain affiliated open-end and closed-end mutual funds to reimburse certain fund expenses. For the three months ended JuneSeptember 30, 2014 and 2013, expenses of approximately $2,423,0002,042,000 and $2,663,0002,629,000, respectively, were incurred by the Company pursuant to these agreements and are included in general and administrative expenses. For the sixnine months ended JuneSeptember 30, 2014 and 2013, expenses of approximately $4,539,0006,581,000 and $4,724,0007,353,000, respectively, were incurred.
Included in accounts receivable at JuneSeptember 30, 2014 and December 31, 2013 are receivables due from Company-sponsored mutual funds of approximately $19,017,00019,232,000 and $18,026,000, respectively.



22





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

11. Commitments and Contingencies
From time to time, the Company is involved in legal matters relating to claims arising in the ordinary course of business. There are currently no such matters pending that the Company believes could have a material adverse effect on its condensed consolidated results of operations, cash flows or financial position.
The Company periodically commits to fund a portion of the equity in certain of its sponsored investment products. The Company has committed to co-invest up to $5.1$5.1 million alongside GRP-TE, a portion of which is made through GRP-TE and the remainder of which is made through GRP-CIP for up to 12 years through the life of GRP-TE. As of JuneSeptember 30, 2014, the Company has funded approximately $2.9$3.0 million with respect to this commitment. The actual timing of the funding of this commitment is currently unknown, as the drawdown of the Company's commitment is contingent on the timing of drawdowns by the underlying funds and co-investments in which GRP-TE invests. This unfunded commitment was not recorded on the Company's condensed consolidated statements of financial condition as of JuneSeptember 30, 2014.


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


13. Subsequent Events
The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the condensed consolidated financial statements were issued. Other than the items described below, the Company determined that there were no additional subsequent events that require disclosure and/or adjustment.
On August 7,November 4, 2014, CNS declared a quarterly dividendand special cash dividends on its common stock in the amount of $0.22$0.22 and $1.00 per share. The dividendshare, respectively. These dividends will be payable on September 26,December 19, 2014 to stockholders of record at the close of business on September 5,November 28, 2014.



23


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 sixnine months ended JuneSeptember 30, 2014 and JuneSeptember 30, 2013. Such information should be read in conjunction with our condensed consolidated financial statements along with the notes to the condensed consolidated financial statements included herein. The condensed consolidated financial statements of the Company, included herein, 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.

Overview
Founded in 1986, we are a leading global investment manager with a long history of innovation and a focus on real assets, including real estate, infrastructure and commodities. We serve institutional and individual investors around the world.



24


Assets Under Management
We manage three types of accounts: institutional accounts, open-end mutual funds and closed-end mutual funds.
The following table sets forth information regarding the net flows and appreciation/(depreciation) of assets under management for the periods presented (in millions):
Three Months Ended
June 30,
 Six Months Ended
June 30,
Three Months Ended
September 30,
 Nine Months Ended
September 30,
2014 2013 2014 20132014 2013 2014 2013
Institutional Accounts              
Assets under management, beginning of period$24,479
 $26,081
 $22,926
 $24,850
$25,728
 $24,538
 $22,926
 $24,850
Inflows375
 277
 807
 523
893
 91
 1,700
 614
Outflows(896) (1,366) (1,548) (1,956)(1,962) (1,395) (3,510) (3,351)
Net outflows(521) (1,089) (741) (1,433)(1,069) (1,304) (1,810) (2,737)
Market appreciation (depreciation)1,770
 (454) 3,543
 1,121
Total increase (decrease)1,249
 (1,543) 2,802
 (312)
Market (depreciation) appreciation(831) 57
 2,712
 1,178
Transfers *113
 
 113
 
Total (decrease) increase(1,787) (1,247) 1,015
 (1,559)
Assets under management, end of period$25,728
 $24,538
 $25,728
 $24,538
$23,941
 $23,291
 $23,941
 $23,291
Average assets under management for period$25,010
 $26,082
 $24,437
 $25,727
$24,944
 $23,729
 $24,608
 $25,061
              
Open-end Mutual Funds              
Assets under management, beginning of period$15,148
 $14,447
 $14,016
 $12,962
$16,629
 $14,442
 $14,016
 $12,962
Inflows1,464
 1,789
 2,987
 3,297
1,542
 1,121
 4,529
 4,418
Outflows(949) (1,430) (2,368) (2,279)(1,439) (1,167) (3,807) (3,446)
Net inflows515
 359
 619
 1,018
Market appreciation (depreciation)966
 (364) 1,994
 462
Total increase (decrease)1,481
 (5) 2,613
 1,480
Net inflows (outflows)103
 (46) 722
 972
Market (depreciation) appreciation(503) (134) 1,491
 328
Transfers *(113) 
 (113) 
Total (decrease) increase(513) (180) 2,100
 1,300
Assets under management, end of period$16,629
 $14,442
 $16,629
 $14,442
$16,116
 $14,262
 $16,116
 $14,262
Average assets under management for period$15,992
 $15,019
 $15,303
 $14,404
$16,768
 $14,385
 $15,797
 $14,397
              
Closed-end Mutual Funds              
Assets under management, beginning of period$9,404
 $8,793
 $8,965
 $7,985
$9,928
 $8,843
 $8,965
 $7,985
Inflows
 281
 
 739

 
 
 739
Outflows
 
 
 

 
 
 
Net inflows
 281
 
 739

 
 
 739
Market appreciation (depreciation)524
 (231) 963
 119
Total increase524
 50
 963
 858
Market (depreciation) appreciation(290) (60) 673
 59
Total (decrease) increase(290) (60) 673
 798
Assets under management, end of period$9,928
 $8,843
 $9,928
 $8,843
$9,638
 $8,783
 $9,638
 $8,783
Average assets under management for period$9,719
 $9,053
 $9,482
 $8,652
$9,922
 $8,864
 $9,630
 $8,723
              
Total              
Assets under management, beginning of period$49,031
 $49,321
 $45,907
 $45,797
$52,285
 $47,823
 $45,907
 $45,797
Inflows1,839
 2,347
 3,794
 4,559
2,435
 1,212
 6,229
 5,771
Outflows(1,845) (2,796) (3,916) (4,235)(3,401) (2,562) (7,317) (6,797)
Net (outflows) inflows(6) (449) (122) 324
Market appreciation (depreciation)3,260
 (1,049) 6,500
 1,702
Total increase (decrease)3,254
 (1,498) 6,378
 2,026
Net outflows(966) (1,350) (1,088) (1,026)
Market (depreciation) appreciation(1,624) (137) 4,876
 1,565
Total (decrease) increase(2,590) (1,487) 3,788
 539
Assets under management, end of period$52,285
 $47,823
 $52,285
 $47,823
$49,695
 $46,336
 $49,695
 $46,336
Average assets under management for period$50,721
 $50,154
 $49,222
 $48,783
$51,634
 $46,978
 $50,035
 $48,181
_________________________
* Represents transfer of assets under management not related to subscriptions, redemptions or market appreciation (depreciation).


25


Assets under management were $52.349.7 billion at JuneSeptember 30, 2014, an increase of 9%7% from $47.846.3 billion at JuneSeptember 30, 2013. The increase was due to market appreciation of $6.9$5.4 billion, including $3.3$3.1 billion from U.S. real estate, $1.5 billion$706 million from global/international real estate and $1.0 billion$684 million from global listed infrastructure, partially offset by net outflows of $2.4$2.0 billion, including net outflows of $1.8$2.5 billion from large cap value and $1.3 billion$659 million from global/international real estate, partially offset by net inflows of $556 million into preferred securities and $458 million into global listed infrastructure for the twelve months ended JuneSeptember 30, 2014.2014.
Average assets under management was $50.751.6 billion for the three months ended JuneSeptember 30, 2014, an increase of 1%10% from $50.247.0 billion for the three months ended JuneSeptember 30, 2013. Average assets under management was $49.2$50.0 billion for the sixnine months ended JuneSeptember 30, 2014, an increase of 1%4% from $48.848.2 billion for the sixnine months ended JuneSeptember 30, 2013.
Institutional accounts
Institutional accounts assets under management were $25.723.9 billion at JuneSeptember 30, 2014, an increase of 5%3% from $24.523.3 billion at JuneSeptember 30, 2013. The increase in assets under management was due to market appreciation of $3.9$3.0 billion, including $1.8$1.7 billion from U.S. real estate, $1.1 billion$603 million from global/international real estate and $556$448 million from large cap value, partially offset by net outflows of $2.7$2.5 billion, including $1.8$2.5 billion from large cap value and $1.1 billion$522 million from global/international real estate, partially offset by net inflows of $317 million into commodities and $294 million into global listed infrastructure for the twelve months ended JuneSeptember 30, 2014.2014.
Average assets under management for institutional accounts was $25.024.9 billion for the three months ended JuneSeptember 30, 2014, a decreasean increase of 4%5% from $26.123.7 billion for the three months ended JuneSeptember 30, 2013. Average assets under management was $24.4$24.6 billion for the sixnine months ended JuneSeptember 30, 2014, a decrease of 5%2% from $25.725.1 billion for the sixnine months ended JuneSeptember 30, 2013.
Net outflows from institutional accounts were $521 million for the three months ended June 30, 2014, compared with $1.1 billion for the three months ended JuneSeptember 30, 2014, compared with $1.3 billion for the three months ended September 30, 2013. Gross inflows were $375893 million for the three months ended JuneSeptember 30, 2014, compared with $27791 million for the three months ended JuneSeptember 30, 2013. Gross outflows totaled $896 million2.0 billion for the three months ended JuneSeptember 30, 2014, compared with $1.4 billion for the three months ended JuneSeptember 30, 2013. Market appreciationdepreciation was $1.8 billion for the three months ended June 30, 2014, compared with market depreciation of $454831 million for the three months ended JuneSeptember 30, 2014, compared with market appreciation of $57 million for the three months ended September 30, 2013.
Net outflows from institutional accounts were $741 million$1.8 billion for the sixnine months ended JuneSeptember 30, 2014, compared with $1.4$2.7 billion for the sixnine months ended JuneSeptember 30, 2013. Gross inflows were $807 million$1.7 billion for the sixnine months ended JuneSeptember 30, 2014, compared with $523$614 million for the sixnine months ended JuneSeptember 30, 2013. Gross outflows totaled $1.5$3.5 billion for the sixnine months ended JuneSeptember 30, 2014, compared with $2.0$3.4 billion for the sixnine months ended JuneSeptember 30, 2013. Market appreciation was $3.5$2.7 billion for the sixnine months ended JuneSeptember 30, 2014, compared with $1.1$1.2 billion for the sixnine months ended JuneSeptember 30, 2013.
Open-end mutual funds
Open-end mutual funds assets under management were $16.616.1 billion at JuneSeptember 30, 2014, an increase of 15%13% from $14.414.3 billion at JuneSeptember 30, 2013. The increase in assets under management was due to market appreciation of $1.9$1.5 billion, including $1.2$1.1 billion from U.S. real estate and $357$198 million from preferred securities, and net inflows of $452 million, including $452 million into preferred securities, $123 million into multi-strategy real assets and $122 million into global listed infrastructure, partially offset by net outflows of $137 million from global/international real estate and net inflows of $303 million, including $280 million into preferred securities, $84 million into U.S. real estate and $81 million into global listed infrastructure for the twelve months ended JuneSeptember 30, 2014.
Average assets under management for open-end mutual funds was $16.016.8 billion for the three months ended JuneSeptember 30, 2014, an increase of 6%17% from $15.014.4 billion for the three months ended JuneSeptember 30, 2013. Average assets under management was $15.3$15.8 billion for the sixnine months ended JuneSeptember 30, 2014, an increase of 6%10% from $14.4 billion for the sixnine months ended JuneSeptember 30, 2013.
Net inflows for open-end mutual funds were $515103 million for the three months ended JuneSeptember 30, 2014, compared with net outflows of $35946 million for the three months ended JuneSeptember 30, 2013. Gross inflows were $1.5 billion for the three months ended JuneSeptember 30, 2014, compared with $1.8$1.1 billion for the three months ended JuneSeptember 30, 2013. Gross outflows totaled$949 million for the three months ended June 30, 2014, compared with $1.4 billion for the three months ended JuneSeptember 30, 20132014. Market appreciation was, compared with $1.01.2 billion for the three months


26


ended JuneSeptember 30, 20142013, compared with market. Market depreciation ofwas $364503 million for the three months ended JuneSeptember 30, 2014, compared with $134 million for the three months ended September 30, 2013.
Net inflows for open-end mutual funds were $619$722 million for the sixnine months ended JuneSeptember 30, 2014, compared with $1.0 billion$972 million for the sixnine months ended JuneSeptember 30, 2013. Gross inflows were $3.0$4.5 billion for the sixnine months ended JuneSeptember 30, 2014, compared with $3.3$4.4 billion for the sixnine months ended JuneSeptember 30, 2013. Gross outflows totaled $2.4$3.8 billion for the sixnine months


26


ended JuneSeptember 30, 2014, compared with $2.3$3.4 billion for the sixnine months ended JuneSeptember 30, 2013. Market appreciation was $2.0$1.5 billion for the sixnine months ended JuneSeptember 30, 2014, compared with $462$328 million for the sixnine months ended JuneSeptember 30, 2013.
Closed-end mutual funds
Closed-end mutual funds assets under management were $9.99.6 billion at JuneSeptember 30, 2014, an increase of 12%10% from $8.8 billion at JuneSeptember 30, 2013. The increase in assets under management was primarily due to market appreciation of $1.1 billion$829 million for the twelve months ended JuneSeptember 30, 2014.
Average assets under management for closed-end mutual funds was $9.79.9 billion for the three months ended JuneSeptember 30, 2014, an increase of 7%12% from $9.18.9 billion for the three months ended JuneSeptember 30, 2013. Average assets under management was $9.5$9.6 billion for the sixnine months ended JuneSeptember 30, 2014, an increase of 10% from $8.7 billion for the sixnine months ended JuneSeptember 30, 2013, primarily due to the launch of Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. ("MIE") during the first quarter of 2013.market appreciation.
Market appreciationdepreciation was $524290 million for the three months ended JuneSeptember 30, 2014, compared with market depreciation of $23160 million for the three months ended JuneSeptember 30, 2013.
Market appreciation was $963$673 million for the sixnine months ended JuneSeptember 30, 2014, compared with $119$59 million for the sixnine months ended JuneSeptember 30, 2013.

Results of Operations
Three Months Ended JuneSeptember 30, 2014 Compared with Three Months Ended JuneSeptember 30, 2013
Three Months Ended
June 30,
Three Months Ended
September 30,
(in thousands)2014 20132014 2013
Results of operations      
Total revenue$78,412
 $77,796
$80,845
 $74,026
Total expenses(48,744) (49,239)(48,518) (46,307)
Total non-operating income (loss) (1)
4,990
 (10,178)
Total non-operating (loss) income (1)
(3,557) 3,303
Income before provision for income taxes (1)
$34,658
 $18,379
$28,770
 $31,022
      
(1) Includes net income of $741 and net loss of $6,773 attributable to redeemable noncontrolling interest for the three months ended June 30, 2014 and 2013, respectively.
(1) Includes net loss of $147 and net income of $1,534 attributable to redeemable noncontrolling interest for the three months ended September 30, 2014 and 2013, respectively.(1) Includes net loss of $147 and net income of $1,534 attributable to redeemable noncontrolling interest for the three months ended September 30, 2014 and 2013, respectively.

Revenue
Total revenue increased 1%9% to $78.480.8 million for the three months ended JuneSeptember 30, 2014 from $77.874.0 million for the three months ended JuneSeptember 30, 2013. This increase was primarily attributable to higher investment advisory and administration fees of approximately $2.6$7.5 million, resulting from higher average assets under management, partially offset by lower portfolio consulting and other revenue of approximately $1.9 million,$798,000, primarily attributable to lower average assets under advisement from model-based strategies.
For the three months ended JuneSeptember 30, 2014, total investment advisory and administration revenue from institutional accounts decreased 3%increased 4% to $20.7$20.5 million from $21.3$19.7 million for the three months ended JuneSeptember 30, 2013, primarily due to lowerhigher average assets under management.
For the three months ended JuneSeptember 30, 2014, total investment advisory and administration revenue from open-end mutual funds increased 6%15% to $31.5$33.4 million from $29.8$28.9 million for the three months ended JuneSeptember 30, 2013, primarily attributable to higher average assets under management.
For the three months ended June 30, 2014, total investment advisory and administration revenue from closed-end mutual funds increased 8% to $20.6 million from $19.2 million for the three months ended June 30, 2013, primarily due to higher average assets under management.


27


For the three months ended JuneSeptember 30, 2014, total investment advisory and administration revenue from closed-end mutual funds increased 12% to $21.3 million from $19.1 million for the three months ended September 30, 2013, primarily due to higher average assets under management.
For the three months ended September 30, 2014, total portfolio consulting and other revenue decreased 52%30% to $1.81.9 million from $3.72.7 million for the three months ended JuneSeptember 30, 2013, primarily attributable to lower average assets under advisement from model-based strategies.
Expenses
Total operating expenses increased 5% to $48.5 million for the three months ended September 30, 2014 from $46.3 million for the three months ended September 30, 2013, due to increases of $2.6 million in employee compensation and benefits and $686,000 in distribution and service fees, partially offset by decreases of $388,000 in amortization, deferred commissions, $375,000 in general and administrative and $333,000 in depreciation and amortization expenses.
Employee compensation and benefits increased 11% to $26.7 million for the three months ended September 30, 2014 from $24.1 million for the three months ended September 30, 2013, primarily due to increases in incentive compensation of approximately $1.2 million, amortization of restricted stock units of approximately $1.1 million and salaries of approximately $650,000.
Distribution and service fee expenses increased 8% to $9.0 million for the three months ended September 30, 2014 from $8.4 million for the three months ended September 30, 2013. The increase was primarily due to an increase in average assets under management in open-end mutual funds.
General and administrative expenses decreased 3% to $11.3 million for the three months ended September 30, 2014 from $11.7 million for the three months ended September 30, 2013. The decrease was primarily due to lower professional fees of approximately $768,000, partially offset by higher travel and entertainment expenses of approximately $253,000.
Non-operating Income
Non-operating loss, excluding net loss attributable to redeemable noncontrolling interest of $147,000, was $3.4 million for the three months ended September 30, 2014, compared with non-operating income, excluding net income attributable to redeemable noncontrolling interest of $1.5 million, of $1.8 million for the three months ended September 30, 2013. The decrease in non-operating income net of amounts attributable to redeemable noncontrolling interest was primarily due to lower earnings from seed investments.
Income Taxes
Income tax expense was $10.7 million for the three months ended September 30, 2014, compared with $11.2 million for the three months ended September 30, 2013. The provision for income taxes for the three months ended September 30, 2014 included U.S. federal, state, local and foreign taxes at an approximate effective tax rate of 37.1%, which included the cumulative effect to adjust our estimated tax rate to 36% for the full year 2014. The effective tax rate for the three months ended September 30, 2013 was approximately 38%. We expect our tax rate for the full year 2014 to approximate 36%, excluding discrete items.
Nine Months Ended September 30, 2014 Compared with Nine Months Ended September 30, 2013
 Nine Months Ended
September 30,
(in thousands)2014 2013
Results of operations   
Total revenue$232,092
 $224,281
Total expenses(142,501) (147,295)
Total non-operating income (loss) (1)
4,614
 (3,949)
Income before provision for income taxes (1)
$94,205
 $73,037
    
(1) Includes net income of $749 and net loss of $4,879 attributable to redeemable noncontrolling interest for the nine months ended September 30, 2014 and 2013, respectively.


28



Revenue
Total revenue increased 3% to $232.1 million for the nine months ended September 30, 2014 from $224.3 million for the nine months ended September 30, 2013. This increase was primarily attributable to higher investment advisory and administration fees of approximately $12.2 million, resulting from higher average assets under management, partially offset by lower portfolio consulting and other revenue of approximately $4.6 million, attributable to lower average assets under advisement from model-based strategies.
For the nine months ended September 30, 2014, total investment advisory and administration revenue from institutional accounts decreased 3% to $60.7 million from $62.3 million for the nine months ended September 30, 2013, primarily due to lower average assets under management.
For the nine months ended September 30, 2014, total investment advisory and administration revenue from open-end mutual funds increased 9% to $93.6 million from $85.8 million for the nine months ended September 30, 2013, primarily due to higher average assets under management.
For the nine months ended September 30, 2014, total investment advisory and administration revenue from closed-end mutual funds increased 11% to $61.4 million from $55.3 million for the nine months ended September 30, 2013, primarily due to higher average assets under management.
For the nine months ended September 30, 2014, total portfolio consulting and other revenue decreased 46% to $5.5 million from $10.0 million for the nine months ended September 30, 2013, primarily attributable to lower average assets under advisement from model-based strategies.
Expenses
Total operating expenses decreased 1%3% to $48.7$142.5 million for the threenine months ended JuneSeptember 30, 2014 from $49.2$147.3 million for the threenine months ended JuneSeptember 30, 2013, primarily due to decreases of $452,000 in general and administrative expenses, $421,000$6.5 million in distribution and service fees, $974,000 in amortization, deferred commissions and $237,000$913,000 in depreciationgeneral and amortization,administrative expenses, partially offset by an increase of $981,000$4.3 million in employee compensation and benefits.
General and administrative expenses decreased 4% to $12.1 million for the three months ended June 30, 2014 from $12.5 million for the three months ended June 30, 2013. The decrease was primarily due to lower professional fees of approximately $472,000 and lower information technology costs of approximately $297,000, partially offset by higher travel and entertainment and marketing expenses of approximately $315,000.
Distribution and service fee expenses decreased 4%20% to $9.3$26.6 million for the threenine months ended JuneSeptember 30, 2014 from $9.7$33.1 million for the threenine months ended JuneSeptember 30, 2013.2013. The change, after excluding additional expenses recorded inof $7.2 million associated with the second quarterlaunch of 2013 related to the exercise of the underwriters' over-allotment option for MIE,Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. ("MIE"), was primarily due to an increase in average assets under management in open-end mutual funds.
General and administrative expenses decreased 3% to $34.5 million for the nine months ended September 30, 2014 from $35.4 million for the nine months ended September 30, 2013. The decrease was primarily due to lower professional fees of approximately $1.2 million.
Employee compensation and benefits increased 4%6% to $25.9$76.6 million for the threenine months ended JuneSeptember 30, 2014 from $24.9$72.3 million for the threenine months ended JuneSeptember 30, 2013,, primarily due to higher incentive compensation of approximately $1.4 million, higher amortization of restricted stock units of approximately $855,000$3.0 million, higher incentive compensation of approximately $2.1 million and higher salaries of approximately $418,000,$1.4 million, partially offset by lower severance of approximately $1.6$2.3 million and a decrease in commission-based compensation of approximately $310,000.$520,000.
Non-operating Income
Non-operating income, excluding net income attributable to redeemable noncontrolling interest of $741,000,$749,000, was $4.2$3.9 million for the threenine months ended JuneSeptember 30, 2014, compared with non-operating loss,income of $930,000, excluding net loss attributable to redeemable noncontrolling interest of $6.8 million, of $3.4$4.9 million, for the threenine months ended JuneSeptember 30, 2013. The increase in non-operating income net of amounts attributable to redeemable noncontrolling interest was primarily due to higher earnings from our seed investments.
Income Taxes
Income tax expense was $11.7$33.6 million for the threenine months ended JuneSeptember 30, 2014, compared with $9.9$29.2 million for the threenine months ended JuneSeptember 30, 2013. The provision for income taxes for the threenine months ended JuneSeptember 30, 2014 included U.S. federal, state, local and foreign taxes at an approximate effective tax rate of 34.6%, which included the cumulative effect to adjust our estimated tax rate to 35.5% for the full year 2014. The effective tax rate for the three months ended June 30, 2013 was approximately 39%, which included the cumulative effect to adjust our estimated tax rate for the full year 2013. We expect our tax rate for the full year 2014 to approximate 35.5%, excluding discrete items.
Six Months Ended June 30, 2014 Compared with Six Months Ended June 30, 2013
 Six Months Ended
June 30,
(in thousands)2014 2013
Results of operations   
Total revenue$151,247
 $150,255
Total expenses(93,983) (100,988)
Total non-operating income (loss) (1)
8,171
 (7,252)
Income before provision for income taxes (1)
$65,435
 $42,015
    
(1) Includes net income of $896 and net loss of $6,413 attributable to redeemable noncontrolling interest for the six months ended June 30, 2014 and 2013, respectively.


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Revenue
Total revenue increased 1% to $151.2 million for the six months ended June 30, 2014 from $150.3 million for the six months ended June 30, 2013. This increase was primarily attributable to higher investment advisory and administration fees of approximately $4.7 million, resulting from higher average assets under management, partially offset by lower portfolio consulting and other revenue of approximately $3.8 million, attributable to lower average assets under advisement from model-based strategies.
For the six months ended June 30, 2014, total investment advisory and administration revenue from institutional accounts decreased 6% to $40.3 million from $42.6 million for the six months ended June 30, 2013, primarily due to lower average assets under management.
For the six months ended June 30, 2014, total investment advisory and administration revenue from open-end mutual funds increased 6% to $60.2 million from $56.9 million for the six months ended June 30, 2013, primarily attributable to higher average assets under management.
For the six months ended June 30, 2014, total investment advisory and administration revenue from closed-end mutual funds increased 11% to $40.1 million from $36.2 million for the six months ended June 30, 2013, primarily due to higher average assets under management.
For the six months ended June 30, 2014, total portfolio consulting and other revenue decreased 51% to $3.6 million from $7.3 million for the six months ended June 30, 2013, primarily attributable to lower average assets under advisement from model-based strategies.
Expenses
Total operating expenses decreased 7% to $94.0 million for the six months ended June 30, 2014 from $101.0 million for the six months ended June 30, 2013, primarily due to decreases of $7.2 million in distribution and service fees and $538,000 in general and administrative expenses, partially offset by an increase of $1.6 million in employee compensation and benefits.
Distribution and service fee expenses decreased 29% to $17.6 million for the six months ended June 30, 2014 from $24.8 million for the six months ended June 30, 2013. The change, after excluding additional expenses of $7.2 million associated with the launch of MIE, was primarily due to an increase in average assets under management in open-end mutual funds.
General and administrative expenses decreased 2% to $23.2 million for the six months ended June 30, 2014 from $23.7 million for the six months ended June 30, 2013. The decrease was primarily due to lower information technology costs of approximately $438,000.
Employee compensation and benefits increased 3% to $49.9 million for the six months ended June 30, 2014 from $48.3 million for the six months ended June 30, 2013, primarily due to higher amortization of restricted stock units of approximately $1.9 million, higher incentive compensation of approximately $854,000 and higher salaries of approximately $765,000, partially offset by lower severance of approximately $1.5 million and a decrease in commission-based compensation of approximately $837,000.
Non-operating Income
Non-operating income, excluding net income attributable to redeemable noncontrolling interest of $896,000, was $7.3 million for the six months ended June 30, 2014, compared with non-operating loss, excluding net loss attributable to redeemable noncontrolling interest of $6.4 million, of $839,000 for the six months ended June 30, 2013. The increase in non-operating income net of amounts attributable to redeemable noncontrolling interest was primarily due to higher earnings from our seed investments.
Income Taxes
Income tax expense was $22.9 million for the six months ended June 30, 2014, compared with $18.0 million for the six months ended June 30, 2013. The provision for income taxes for the six months ended June 30, 2014 included U.S. federal, state, local and foreign taxes at an approximate effective tax rate of 35.5%36%. The effective tax rate for the six months ended


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Junenine months ended September 30, 2013 was approximately 37%37.5%, which included discrete items, the most significant of which was attributable to the launch costs of MIE. Excluding the discrete items, the effective tax rate for the sixnine months ended JuneSeptember 30, 2013 was approximately 38%. We expect our tax rate for the full year 2014 to approximate 35.5%36%, excluding discrete items.

Changes in Financial Condition, Liquidity and Capital Resources
Our investment advisory business does not require us to maintain significant capital balances. Our current financial condition is highly liquid, with a significant amount of our assets comprised of cash and cash equivalents, securities owned, equity method investments, investments, available-for-sale and accounts receivable. Our cash flows generally result from the operating activities of our business, with investment advisory and administrative fees being the most significant contributor. Cash and cash equivalents, equity method investments, investments, available-for-sale and accounts receivable, excluding investments classified as level 3 in accordance with Accounting Standards Codification (the “Codification”) Topic 820, Fair Value Measurement (“ASC 820”), were 64% and 73% of total assets as of JuneSeptember 30, 2014 and December 31, 2013, respectively.
Cash and cash equivalents decreasedincreased by $16.2$10.6 million,, excluding the effect of foreign exchange rate changes, for the sixnine months ended JuneSeptember 30, 2014.2014. Net cash provided by operating activities was $2.8$18.9 million for the sixnine months ended JuneSeptember 30, 2014.2014. Net cash provided by investing activities was $3.0$10.9 million,, which included proceeds from sales of investments, available-for-sale in the amount of $8.3$11.0 million, and proceeds from redemption of equity method investments of $10.9 million, partially offset by purchases of investments, available-for-sale in the amount of $3.6$6.1 million and purchases of property and equipment in the amount of $2.2 million.$4.9 million. Net cash of $22.0$19.3 million was used in financing activities, primarily for dividends to stockholders of $19.7$29.6 million, and repurchases of common stock to satisfy employee withholding tax obligations on the delivery of restricted stock units of $11.6$11.7 million, and distributions to redeemable noncontrolling interest of $5.0 million, partially offset by contributions from redeemable noncontrolling interest of $7.3$24.0 million and excess tax benefits associated with the delivery of restricted stock units of $2.5 million.$2.5 million.
Cash and cash equivalents increased by $12.247.9 million, excluding the effect of foreign exchange rate changes, for the sixnine months ended JuneSeptember 30, 2013. Net cash used inprovided by operating activities was $415,00041.1 million for the sixnine months ended JuneSeptember 30, 2013. Net cash provided by investing activities was $10.115.5 million, which included proceeds from sales of investments, available-for-sale in the amount of $17.820.2 million and proceeds from redemption of equity method investments of $683,000,$7.7 million, partially offset by purchases of investments, available-for-sale in the amount of $5.58.2 million and purchases of property and equipment in the amount of $2.84.3 million. Net cash of $2.58.7 million was provided byused in financing activities, primarily from contributions fromfor dividends to stockholders of $26.6 million, distributions to redeemable noncontrolling interest of $36.5 million and excess tax benefits associated with the delivery of restricted stock units of $2.0 million, partially offset by dividends to stockholders of $17.7 million, redemptions of redeemable noncontrolling interest of $10.714.2 million and repurchases of common stock to satisfy employee withholding tax obligations on the delivery of restricted stock units of $7.9 million.$8.0 million, partially offset by contributions from redeemable noncontrolling interest of $37.7 million and excess tax benefits associated with the delivery of restricted stock units of $2.0 million.
It is our policy to continuously monitor and evaluate the adequacy of our capital. We have consistently maintained net capital in excess of the regulatory requirements for our broker/dealer, as prescribed by the Securities and Exchange Commission (“SEC”). At JuneSeptember 30, 2014, we exceeded our minimum regulatory capital requirements by approximately $1.5 million.$1.7 million. The SEC’s Uniform Net Capital Rule 15c3-1 imposes certain requirements that may have the effect of prohibiting a broker/dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital. Certain of our non-U.S. subsidiaries are regulated outside the U.S. by the Hong Kong Securities and FutureFutures Commission and the United Kingdom Financial Conduct Authority. At JuneSeptember 30, 2014,, our regulated non-U.S. subsidiaries exceeded their aggregate minimum regulatory requirements by approximately $49.4 million.$50.6 million. We believe that our cash and cash equivalents and cash flows from operations will be more than adequate to meet our anticipated capital requirements and other obligations as they become due.
Included in cash and cash equivalents was approximately $75.7$78.2 million held by our foreign subsidiaries as of JuneSeptember 30, 2014. It is our current intention to permanently reinvest funds held by our foreign subsidiaries outside of the U.S. We believe that our cash and cash equivalents and short term investments held in the U.S. are more than sufficient to cover our working capital needs in the U.S.
We periodically commit to fund a portion of the equity in certain of our sponsored investment products. We have committed to co-invest up to $5.1 million alongside Cohen & Steers Global Realty Partners III-TE, L.P. ("GRP-TE"). As of JuneSeptember 30, 2014, we have funded approximately $2.9$3.0 million with respect to this commitment. Our co-investment


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alongside GRP-TE is illiquid and will be invested for up to 12 years through the life of the fund. The actual timing of the funding of this commitment is currently unknown, as the drawdown of our commitment is contingent on the timing of drawdowns by the underlying funds and co-investments in which GRP-TE invests. The unfunded portion of this commitment was not recorded on our condensed consolidated statements of financial condition as of JuneSeptember 30, 2014.


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Contractual Obligations and Contingencies
We have contractual obligations to make future payments in connection with our non-cancelable operating lease agreements for office space. There were no material capital lease obligations as of JuneSeptember 30, 2014. The following summarizes our contractual obligations as of JuneSeptember 30, 2014 (in thousands):
 
 2014 2015 2016 2017 2018 
2019
and after
 Total
Operating leases$4,795
 $9,541
 $9,287
 $8,732
 $8,447
 $47,320
 $88,122
 2014 2015 2016 2017 2018 
2019
and after
 Total
Operating leases$2,387
 $9,516
 $9,269
 $8,732
 $8,447
 $47,321
 $85,672
Off-Balance Sheet Arrangements
We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any leasing activities that expose us to any liability that is not reflected in our condensed consolidated financial statements.
Critical Accounting Policies and Estimates
A complete discussion of critical accounting policies is included in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2013. There were no significant changes in our critical accounting policies during the three months ended JuneSeptember 30, 2014.
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 filing.


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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our Quantitative and Qualitative Disclosures About Market Risk from those previously reported in our Annual Report on Form 10-K for the year ended December 31, 2013.

Item 4. Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Our management, including our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of JuneSeptember 30, 2014. Based on that evaluation and subject to the foregoing, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures as of JuneSeptember 30, 2014 were effective to accomplish their objectives at a reasonable assurance level.
There has been no change in our internal control over financial reporting that occurred during the three months ended JuneSeptember 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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PART II—Other Information

Item 1. Legal Proceedings
From time to time, we may become involved in legal matters relating to claims arising in the ordinary course of our business. There are currently no such matters pending that we believe could have a material effect on our condensed consolidated results of operations, cash flows or financial condition. From time to time, we receive subpoenas or other requests for information from various U.S. federal and state governmental authorities, domestic and international regulatory authorities and third parties in connection with certain industry-wide or other investigations or proceedings. It is our policy to cooperate fully with such inquiries.

Item 1A. Risk Factors
For a discussion of the potential risks and uncertainties associated with our business, please see Part 1, Item 1A of our 2013 Annual Report on Form 10-K filed with the SEC on March 14, 2014. There have been no material changes to the risk factors disclosed in Part 1, Item 1A of our 2013 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended JuneSeptember 30, 2014, we made the following purchases of our equity securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.

Period
Total Number of
Shares Purchased
 
Average Price
Paid Per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
 
Maximum Number
of Shares that May
Yet be Purchased
Under the Plans or
Programs
April 1 through April 30, 201424,030
(1) 
$40.18
 
 
May 1 through May 31, 2014
 $
 
 
June 1 through June 30, 2014651
(1) 
$42.67
 
 
Total24,681
  $40.25
 
 
Period
Total Number of
Shares Purchased
 
Average Price
Paid Per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
 
Maximum Number
of Shares that May
Yet be Purchased
Under the Plans or
Programs
July 1 through July 31, 201455
(1) 
$42.33
 
 
August 1 through August 31, 20142,073
(1) 
$43.15
 
 
September 1 through September 30, 2014145
(1) 
$41.26
 
 
Total2,273
 $43.01
 
 
_________________________
(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 stock incentive plan.



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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 as of 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 Registrant(1)
   
3.2
Form of Amended and Restated Bylaws of the Registrant(2)
   
4.1
Specimen Common Stock Certificate(1)
   
4.2
Form of Registration Rights Agreement among the Registrant, 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 Registrant's Quarterly Report on Form 10-Q for the quarter ended JuneSeptember 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Financial Condition (unaudited) as of JuneSeptember 30, 2014 and December 31, 2013, (ii) the Condensed Consolidated Statements of Operations (unaudited) for the three and sixnine months ended JuneSeptember 30, 2014 and 2013, (iii) the Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and sixnine months ended JuneSeptember 30, 2014 and 2013, (iv) the Condensed Consolidated Statements of Changes in Stockholders' Equity and Redeemable Noncontrolling Interest (unaudited) for the sixnine months ended JuneSeptember 30, 2014 and 2013, (v) the Condensed Consolidated Statements of Cash Flows (unaudited) for the sixnine months ended JuneSeptember 30, 2014 and 2013, and (vi) the Notes to the Condensed Consolidated Financial Statements.
_________________________
(1)Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-114027), as amended, originally filed with the Securities and Exchange Commission on March 30, 2004.
(2)Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-32236) for the quarter ended June 30, 2008.




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

Date:August 8,November 6, 2014  Cohen & Steers, Inc.
     
    /s/    Matthew S. Stadler        
    Name: Matthew S. Stadler
    Title: Executive Vice President & Chief Financial Officer

Date:August 8,November 6, 2014  Cohen & Steers, Inc.
     
    /s/    Elena Dulik        
    Name: Elena Dulik
    Title: Senior Vice President & Chief Accounting Officer



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