UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

(Mark One)
x☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER
For the fiscal year ended December 31, 20172021
OR
¨☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM            TO            .
For the period from            to            
Commission File No. 001-32236
COHEN & STEERS, INC.
(Exact name of registrant as specified in its charter)
Delaware
14-1904657
(State or Other Jurisdictionother jurisdiction of Incorporation
incorporation or Organization)organization)
14-1904657
(I.R.S. Employer
Identification No.)
280 Park Avenue, New York, New York
(Address of Principal Executive Offices)
10017
(Zip Code)
280 Park Avenue, New York, NY 10017
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (212) 832-3232
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01$0.01 par valueCNSNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    
Yes  ¨x    No  x¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ¨    No  x
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  ¨
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  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerx☒Accelerated filero
Smaller reporting companyo☐
Non-acceleratedAccelerated filer
o(Do not check if a smaller reporting company)
Emerging growth company☐
Non-accelerated filero
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes  ☒    No  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)   Yes ¨☐    No x☒
The aggregate market value of the voting common stock held by non-affiliates of the Registrantregistrant as of June 30, 20172021 was approximately $878 million.$2.0 billion. There is no non-voting common stock of the Registrantregistrant outstanding.
As of February 20, 2018,22, 2022, there were 46,738,10548,674,918 shares of the Registrant’sregistrant’s common stock outstanding.
Documents Incorporated by Reference
Portions of the definitive Proxy Statement of Cohen & Steers, Inc. (the Proxy Statement) to be filed pursuant to Regulation 14A of the general rules and regulations of the Securities Exchange Act of 1934, as amended, for the 20182022 annual meeting of stockholders scheduled to be held on May 3, 20185, 2022 are incorporated by reference into Part III of this Form 10-K.




COHEN & STEERS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS

Page
Part I
Item 1
1
Item 1A
67
Item 1B
1217
Item 2
1217
Item 3
1217
Item 4
1217
Part II
Item 5
1318
Item 6
1418
Item 7
1519
Item 7A
3539
Item 8
3640
Item 9
3640
Item 9A
3640
Item 9B
3640
Part IIIItem 9C
40
Part III
Item 10
3741
Item 11
3741
Item 12
3741
Item 13
3741
Item 14
3741
Part IV
Item 15
3842
Item 16
4044







i


PART I
Item 1. Business
Overview
Cohen & Steers, Inc. (CNS), a Delaware corporation formed on March 17, 2004,founded in 1986, is a global investment manager specializing in liquid real assets and alternative income, including real estate, preferred securities, listed infrastructure, commodities and natural resource equities, commodities, as well as preferred securities and other incomemulti-strategy solutions. Headquartered in New York City, with offices in London, Dublin, Hong Kong Tokyo and Seattle,Tokyo, we serve institutional and individual investors around the world.
Cohen & Steers, Inc. (CNS) was organized as a Delaware corporation on March 17, 2004. CNS is the holding company for its direct and indirect subsidiaries, including Cohen & Steers Capital Management, Inc. (CSCM), Cohen & Steers Securities, LLC (CSS), Cohen & Steers AsiaUK Limited (CSAL)(CSUK), Cohen & Steers UKIreland Limited (CSUK)(CSIL), Cohen & Steers Asia Limited (CSAL) and Cohen & Steers Japan LLCLimited (CSJL). CNS and its subsidiaries are collectively referred to as the Company, we, us or our.
Our revenue is derived from fees received from our clients, including fees for managing advised or subadvisingsubadvised client accounts;accounts, as well as investment advisory, administration, distribution and service fees received from Company-sponsored open-end and closed-end funds; and fees for portfolio consulting and other services.funds. Our fees are paid in arrears, based on contractually specified percentages ofrates applied to the value of the assets we manage and, in certain cases, investment performance.may include a performance-based fee. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of investment performance, additionmarket appreciation and depreciation, contributions or termination of clientwithdrawals from investor accounts inflows or outflows from client accounts, market conditions, or foreign currency fluctuations and distributions. This revenue is recognized over the period that the assets are managed.
At December 31, 2017, we managed $62.1 billion in assets—$29.4 billion in institutional accounts, $23.3 billion in open-end funds, and $9.4 billion in closed-end funds. Our assets under management increased 9% from $57.2 billion at December 31, 2016 as a result of net inflows of $3.9 billion and market appreciation of $5.8 billion, partially offset by distributions of $4.7 billion.
Investment Vehicles
We manage three types of investment vehicles: institutional accounts, open-end funds and closed-end funds.
Institutional Accounts
Institutional accounts for which we serve as investment adviser represent portfolios of securities we manage for institutional clients. We manage the assets in each institutional account in accordance with the investment requirements of that client as set forth in such client’s investment management agreement and investment guidelines. The investment management agreements with our institutional account clients are generally terminable at any time. For the years ended December 31, 2017, 2016 and 2015, investment advisory fees from our institutional accounts totaled approximately $101.9 million, $93.2 million and $85.5 million, respectively, and accounted for 29%, 29% and 28%, respectively, of our investment advisory and administration fee revenue.
Subadvisory assets, which represent accounts for which we have been appointed as a subadvisor by the investment manager of that investment vehicle, are included in our institutional account assets. As subadvisor, we are responsible for managing the investments, while the investment adviser oversees our performance as subadvisor; the fund sponsor is responsible for decisions regarding the amount, timing and whether to pay distributions of income from the investment vehicle to its beneficial owners. As of December 31, 2017, approximately $18.1 billion of our institutional account assets were in subadvisory accounts.
Advisory assets, which represent accounts for which we have been appointed as the investment manager, are included in our institutional account assets.assets under management. As investment adviser, we are responsible to oversee thecertain daily operationsactivities and manage the assets in the account while adhering to the specified investment objectives. As
Subadvisory assets, which generally represent commingled investment vehicles for which we have been appointed as a subadvisor by the investment manager of December 31, 2017, approximately $11.3 billion ofthat investment vehicle, are also included in our institutional account assets wereunder management. As subadvisor, we are responsible for managing all or a portion of the vehicle's investments and for overseeing certain daily activities, while the investment adviser oversees our performance as subadvisor; the vehicle sponsor is responsible for decisions regarding the amount, timing and whether to pay distributions from the investment vehicle to its beneficial owners. Subadvisory assets also include assets of third parties for which we provide model portfolios. We regularly provide the investment manager of that investment vehicle with a model portfolio of securities in accordance with the investment objectives of that client as set forth in such client’s investment advisory accounts.agreement and investment guidelines. These investment advisory agreements are generally terminable at will with 30 days’ notice.
Open-end Funds
The U.S. and non-U.S. open-end funds that we sponsor and for which we serve as investment adviser offer and issue new shares continuously as assets are invested and redeem shares when assets are withdrawn. The share price for purchases and redemptions of shares of each of


1

the open-end funds is determined by each fund’s net asset value, which is calculated at the end of each business day. The net asset value per share is the current value of a fund’s assets less liabilities, divided by the fund’s total shares outstanding.

1

The investment advisory fees that we receive from the U.S. and non-U.S. open-end funds that we sponsor and for which we serve as investment adviser vary based on each fund’s investment strategy, fees charged by other comparable funds and the market in which the fund is offered. In addition, we receive a separate fee for providing administrative services to certain open-end funds at a rate that is designed to reimburse us for the cost of providing these services. The open-end funds pay us a monthly investment advisory fee and an administration fee, if applicable, paid by the open-end funds are based on a contractual fee raterates applied to theeach fund’s average daily net assets under management. For the years ended December 31, 2017, 2016 and 2015, investment advisory and administration fees from open-end funds totaled approximately $165.9 million, $149.9 million and $136.9 million, respectively, and accounted for 48%, 47% and 45%, respectively, of our investment advisory and administration fee revenue.
Our investment advisory and administration agreements with the U.S. registered open-end funds that we sponsor and for which we serve as investment adviser are generally terminable upon a vote of a majority of the fund’s board of directors on 60 days’ notice, and each investment advisory and administration agreement, including the fees payable thereunder, is subject to annual approval by a majority of the directors of the fund’s board who are not "interested persons," as defined by the Investment Company Act of 1940 (the Investment Company Act), following the initial two-year term.
Our investment advisory and administration agreements with the non-U.S. open-end funds that we sponsor and for which we serve as investment adviser are generally terminable at will with 90 days’ notice.
Open-end funds also include assets of third parties for which we provide model portfolios. We regularly provide the investment manager of that investment vehicle with a model portfolio of securities in accordance with the investment objectives of that vehicle as set forth in such vehicle’s investment advisory agreement and investment guidelines. These investment advisory agreements are generally terminable at will with 30-90 days’ notice. The monthly investment advisory fee paid by the model portfolios are based on contractual fee rates applied to the portfolio’s average or period-end assets under management.
Closed-end Funds
The closed-end funds for which we serve as investment adviser are registered investment companies that have issued a fixed number of shares through public offerings. These shares are listed on the New York Stock Exchange and cannot be redeemed by the fund’s shareholders. The trading price of the shares is determined by supply and demand in the marketplace, and, as a result, the shares may trade at a premium or discount to the net asset value of the fund.
The investment advisory fees that we receive from the closed-end funds for which we serve as investment adviser vary based on each fund’s investment strategy, fees charged by other comparable funds and prevailing market conditions at the time each closed-end fund initially offered its shares to the public. In addition, we receive a separate fee for providing administration services to eightcertain of the nine closed-end funds at a rate that is designed to reimburse us for the cost of providing these services. The closed-end funds pay us a monthly investment advisory fee and an administration fee, if applicable, based on a contractual fee rate applied to theeach fund’s average daily net assets under management. For the years ended December 31, 2017, 2016 and 2015,
Our investment advisory and administration fees from closed-end funds totaled approximately $79.0 million, $76.6 million and $81.4 million, respectively, and accounted for 23%, 24% and 27%, respectively, of our investment advisory and administration fee revenue.
Our investment advisory agreements with each U.S. closed-end fund for which we serve as investment adviser are generally terminable upon a vote of a majority of the fund’s board of directors on 60 days’ notice and areeach investment advisory and administration agreement, including the fees payable thereunder, is subject to annual approval by a majority of the directors of the fund’s board who are not "interested persons," as defined by the Investment Company Act, following the initial two-year term.
Portfolio Consulting and Other Services
We maintain two proprietary indexes, Cohen & Steers Realty Majors Index (RMP) and Cohen & Steers Global Realty Majors Index (GRM). RMP is the basis for the iShares Cohen & Steers REIT ETF sponsored by BlackRock Institutional Trust Company, N.A. GRM is the basis for Cohen & Steers Global Realty Majors ETF sponsored by ALPS Fund Services, Inc. and iShares Global Real Estate Index ETF sponsored by BlackRock Asset Management Canada Limited. We earn a licensing fee based on a percentage of the funds’ assets for the use of our indexes, which were approximately $3.2 billion as of December 31, 2017. While we receive a fee on these assets, they are not included in our reported assets under management.
We also provide services in connection with model-based strategies accounts. We provide model portfolios of securities that fulfill the investment objective of a specified strategy on a regular basis. As of December 31, 2017, we provided such services to accounts with aggregate assets of $3.4 billion. While we receive a fee on these assets, they are not included in our reported assets under management.
In addition, we provide several services in connection with assets held by unit investment trusts (UITs). A UIT is a registered investment company that holds a portfolio of securities that generally does not change during the life of the UIT (generally two to five years) except that the sponsor of the UIT may sell portfolio securities under certain narrowly defined circumstances. As a portfolio consultant to a number of UITs, we construct a portfolio of securities that we believe is well suited to satisfy the investment objective of the UIT. We also provide ongoing portfolio monitoring services and provide a


2

license to certain firms to use our name in connection with certain of their investment products. At December 31, 2017, we provided such portfolio consulting services to UITs with aggregate assets of approximately $669 million. While we receive a fee on these assets, they are not included in our reported assets under management.
Our fee schedules for these services vary based on the type of services.
Our Investment Strategies
Each of our investment strategies is overseen by a specialist team, each of which is led by a portfolio manager or a team of portfolio managers, supported by dedicated analysts. These personnel are located in our New York, Seattle, London and Hong Kong offices. Each team executes fundamentally driven, actively managed investment strategies and each has a unique and well-defined process that includes top-down macroeconomic and bottom-up fundamental research and portfolio management elements. TheseEnvironmental, social and governance (ESG) is integrated into our investment process. We combine our internal research and company interactions with other industry data to form a comprehensive view that is expressed both explicitly and implicitly in our investment decisions. We believe companies that integrate ESG considerations into their strategic plans and operations can enhance long-term shareholder value and mitigate potential risks. Our specialist teams are subject to multiple levels of oversight and support from ourthe President, and Chief Investment Officer, our Chief Administrative Officer-Investments, our Investment Risk Committee, our Investment Operating Committee and our Legal and Compliance Department. Some of our strategies may involve multiple asset classes and are overseen by investment committees led by senior portfolio managers of our specialist teams.Asset Allocation Strategy Group and Chief Investment Officer.

2

Below is a summary of our core investment strategies:
U.S. Real Estate Securities includes a wide range of strategies distinguished by concentration, risk profile and income objective, as well as thematic portfolios designed to provide targeted allocations to specific sectors within the investable real estate universe. Each strategy invests in a portfolio of common stocks and other securities issued by U.S. real estate companies, including real estate investment trusts (REITs) and similar REIT-like entities. These strategies are managed by our dedicated U.S. real estate securities investment team and draw on the broad expertise of our global real estate analysts and portfolio managers. Investment objectives include total return, capital appreciation and income.
Preferred Securities including Low Duration Preferred Securities invests in diversified portfolios of preferred and debt securities issued by U.S. and non-U.S. companies. The preferred securities are issued by banks, insurance companies, REITs and other diversified financial institutions, as well as utility, energy, pipeline and telecommunications companies. A consistent investment process underlies both our total return preferred securities strategy and our low duration preferred securities strategy, which seek income and capital preservation.
Global/International Real Estate Securities includes a wide range of strategies distinguished by geography, concentration, risk profile and income objective, designed to provide allocation exposure to listed real estate globally. Each strategy invests in a portfolio of common stocks and other securities issued by real estate companies, including REITs and similar REIT-like entities. These strategies draw on the expertise of our integrated global real estate securities investment team. Investment objectives include total return, capital appreciation and income.
Global Listed Infrastructureinvests in a diversified portfolio of U.S. and non-U.S. securities issued by infrastructure companies such as utilities, pipelines, toll roads, airports, railroads, marine ports and communications companies located in developed and emerging markets. The investment objective is total return with a balance of capital appreciation and income.
Real Assets Multi-Strategy invests in a diversified multi-strategy portfolio of listed companies and securities that generally own or are backed by tangible real assets, including real estate securities, global listed infrastructure, commodities and natural resource equities, with the objective of achieving attractive total returns over the long term, while providing diversification and maximizing the potential for real returns in periods of rising inflationinflation.
Midstream Energy and rising interest rates.
U.S. and Global Real Estate SecuritiesMLPsinvests in a diversified portfolio of common stocksenergy-related master limited partnerships (MLPs) and securities of companies that derive at least 50% of their revenues or operating income from the exploration, production, gathering, transportation, processing, storage, refining, distribution or marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleum products, coal or and other securities issued by U.S. and non-U.S. real estate companies, including real estate investment trusts (REITs) and similar REIT-like entities. This strategy draws on the expertise of our integrated global real estate securities investment team.energy resources. The investment objective is total return with a balance of capital appreciation and income.
Global Listed Infrastructureinvests in a diversified portfolio of U.S. and non-U.S. securities issued by infrastructure companies such as utilities, pipelines, toll roads, airports, railroads, marine ports and communications companies located in developed markets with opportunistic allocations to emerging markets. The investment objective is total return with a balance of capital appreciation and income.
MLPs and Midstream Energyinvests in a diversified portfolio of companies that own and operate assets in the midstream segment of the energy value chain, where cash flows are generally tied to the transportation, processing and storage of crude oil, natural gas and natural gas liquids in North America. We adhere to a disciplined fundamental, relative value-based approach to investing in midstream energy. We do not invest in upstream, downstream or integrated energy companies. The investment objective is to maximize total return balancing income and capital appreciation.
Global Natural Resource Equities seeks to maximize total return by investinginvests in companies involved in the production, extraction, or processing of commodities and natural resources. Specifically, the strategy invests in energy producers, metals and mining companies and agriculture-based businesses. The investment objective is total return.
Commodities invests in a diversified portfolio of exchange-traded commodity futures contracts and other commodity-related financial derivative instruments. We take a fundamental, research-driven approach to commodities management, while seeking alpha through active trade implementation, which may entail going long, short or employing spread trades. The investment objective is total return.
Preferred Securities invests in a diversified portfolio of preferred and debt securities issued by U.S. and non-U.S. companies. The preferred securities are issued by banks, insurance companies, REITs and other diversified financial institutions as well as utility, energy, pipeline and telecommunications companies. We employ a unified investment process that underlies our traditional total return preferred securities strategy as well as the lower duration capital preservation strategies.
Large Cap Value invests in a diversified portfolio of stocks issued by U.S. large capitalization companies that appear to be undervalued but have good prospects for capital appreciation and dividend growth. The investment objective is total return.
In addition, we offer variations on these strategies that may combine multiple strategies in a single portfolio. Individual portfolios may be customized to comply with client-specific guidelines, benchmarks or risk profiles. Certain portfolios may employStrategies offered in closed-end funds typically use leverage.


3

Our Distribution Network
Our distribution network encompasses thetwo major channels, in the asset management industry, including large brokerage firms,wealth and institutional. Our wealth channel includes registered investment advisers, institutional investorswirehouses, independent and retirement recordkeepers. The U.S. registered open-end funds for which we serve as investment adviser are available for purchase withregional broker dealers and without commissions through full service and discount broker-dealers as well as the significant networks serving financial advisers.bank trusts. Our institutional account clients includechannel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution pension plans, endowment funds and foundations, insurance companies andas well as other financial institutions that access our investment management services directly or through consultants or throughand other intermediaries.
Geographic Information
The table below presents revenue by client domicile for the years ended December 31, 2017, 2016 and 2015 (in thousands):
 Year Ended December 31,
 2017 2016 2015
North America$313,408
 $285,896
 $269,766
Japan42,303
 43,458
 41,899
Asia excluding Japan11,496
 9,852
 6,624
Europe10,987
 10,670
 10,366
Total$378,194
 $349,876
 $328,655
Competition
We compete with a large number of global and U.S. investment managers, commercial banks, broker-dealers, insurance companies and other financial institutions. Many competing firms are parts of larger financial services companies and attract business through numerous channels, including retail banking, investment banking and underwriting contacts, insurance agencies and broker-dealers.

3

Our direct competitors in wealth management are other fundsfund and exchange-traded-fund (ETF) sponsors, including large nationally recognized investment management firms that have more diverse product offerings and smaller boutique firms that specialize in particular asset classes. We also compete against managers that will manage separate-account portfolios for high net worthhigh-net-worth clients. In the institutional channel, we compete against a number ofwith several investment managers offering similar products and services, from boutique establishments to major commercial and investment banks.
Performance, price and brand are our principal sources of competition. Prospective clients will typically base their decisions to invest, or continue to invest, with us on our ability to generate returns in excess of a benchmark and the cost of doing so. We are evaluated based on our performance and our fees relative to our competitors. In addition, individual fund shareholders may also base their decision on the ability to access the funds we manage through a particular distribution channel.
As interest in real assets increases,continues to increase, we may face increased competition from other managers that are competing for the same client base that we target and serve. Financial intermediaries that offer our products to their clients may also offer competing products. Many of our competitors have greater brand name recognition and more extensive client bases than we do, which could be to our disadvantage. In addition, our larger competitors have more resources and may have more capacity to expand their product offerings and distribution channels and capture market share through ongoing business relationships and extensive marketing efforts. However, compared to our larger competitors, we may be able to grow our business at a faster rate from a relatively smaller asset base and shift resources in response to changing market conditions more quickly.
Regulation
We are subject to regulation under U.S. federal and state laws, as well as applicable laws in the other jurisdictions in which we do business or offer our products and services. Violation of applicable laws or regulations could result in fines, temporary or permanent prohibition of engagement in certain activities, reputational harm and loss of clients, suspension of personnel or revocation of their regulatory licenses, suspension or termination of investment adviser and/or broker-dealer registrations, or other sanctions and penalties.
CSCM, a New York-based subsidiary, is a registered investment adviser with the U.S. Securities and Exchange Commission (the SEC)(SEC) and is an approved investment manager with the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF)(CSSF), the Irish


4

Financial Services Regulatory Authority (the IFSRA)Central Bank of Ireland (CBI) and the Korean Financial Services Commission.Commission (KFSC). CSCM has also obtainedhas exemptions from registration that allow it to provide investment management services to institutions in Australia and Canada. CSCM is also a registered commodity trading adviser and a registered commodity pool operator with the Commodities Futures Trading Commission (the CFTC)(CFTC) and is a member of the National Futures Association (the NFA)(NFA), a futures industry self-regulatory organization. The CFTC and NFA regulate futures contracts, swaps and various other financial instruments in which certain of the Company’s clients may invest.
CSUK, our UK-based subsidiary, is a registered investment adviser with the SEC and the United Kingdom Financial Conduct Authority and(FCA), is an approved investment manager with the CSSF. CSUK provides investment management services in several European Union member states pursuant toCSSF and is registered as a third-country firm with the Directive on Markets inBelgium Financial Instruments repealing Directive 2004/39/EC (MiFID II) and the Regulation on Markets in Financial Instruments (MiFIR)Services Market Authority (FSMA). CSUK is subject to the Financial Services and Markets Act 2000 and subsequent amendments and related regulation, which regulates, among other things, certain liquidity and capital resources requirements. Such requirements may limit our ability to withdraw capital from CSUK. CSUK is also subject to substantially similar regulations to certain pan-European regulations, including MiFID II,the Directive on Markets in Financial Instruments repealing Directive 2004/39/EC (MiFID II) and the Regulation on Markets in Financial Instruments (MiFIR), as well as the Capital Requirements Directive and the Alternative Investment Fund Managers Directive (AIFMD).Directive. MiFID II and MiFIR regulate the provision of investment services throughout the European Economic Area and the Capital Requirements Directive regulates capital requirements. AIFMD regulates the management, administration and marketing of alternative investment funds domiciled in or marketed within the European Union and establishes a regime for the cross-border marketing of those funds.
CSAL, our Hong Kong-based subsidiary, is a registered investment adviser with the SEC and the Hong Kong Securities and Futures Commission (the SFC)(SFC) and is an approved investment manager with the CSSF and the IFSRA.CBI. CSAL is subject to the Securities and Futures Ordinance (the SFO)(SFO), which regulates, among other things, offers of investments to the public and the licensing of intermediaries. CSAL and its employees conducting any of the regulated activities specified in the SFO are required to be licensed with the SFC and are subject to the rules, codes and guidelines issued by the SFC.
In their capacity as U.S. registered investment advisers, CSCM, CSUK and CSAL are subject to the rules and regulations of the Investment Advisers Act of 1940 (the Advisers(Advisers Act). The Advisers Act imposes numerous obligations on registered investment advisers, including recordkeeping, operational and marketing requirements, disclosure obligations and prohibitions on fraudulent activities. In addition, our subsidiaries that serve as investment adviser or subadvisor to U.S.

4

registered funds are subject to the Investment Company Act, which imposes additional governance, compliance, reporting and fiduciary obligations.
CSJL, a Delaware limited liability company andour Japan-based subsidiary, that operates from a branch office in Tokyo, is a financial instruments operator (investment(discretionary investment management and investment advisory and agency business)agency) registered with the Financial Services Agency of Japan (FSA) and the Kanto Local Finance Bureau (KLFB) and is subject to the Financial Instruments and Exchange Act. CSJL supports the marketing, client service and business development activities of the Company.Company and may serve as an intermediary for investment products managed by other affiliates.
CSIL, our Irish subsidiary, is an Undertakings for Collective Investment in Transferable Securities (UCITS) management company regulated by the CBI with permission to provide individual portfolio management and investment advice in accordance with the European Communities (UCITS) Regulations, 2011, and as such provides substantive oversight of investment, marketing and client service activities. As a result, CSIL is subject to certain aspects of MiFID II as well as the UCITS regulatory regime.
CSS, a New York-based subsidiary, is a registered broker-dealer regulated by the SEC, the Financial Industry Regulatory Authority and other federal and state agencies. CSS is subject to regulations governing, among other things, sales practices, capital structure and recordkeeping. CSS is also subject to the SEC’s net capital rule,Uniform Net Capital Rule 15c3-1, which specifies minimum net capital levels for registered broker-dealers and is designed to enforce minimum standards regardingfor the general financial condition and liquidity of broker-dealers. Under certain circumstances, this rule may limit our ability to withdraw capital and receive dividends from CSS.
Because of the global and integrated nature of our business, regulationRegulation applicable to an affiliate in one jurisdiction may affect the operation of affiliates in others or require compliance at a group level.level because of the global and integrated nature of our business.
Human Capital
As a leading specialty manager in real assets and alternative income, our people are our most important asset. Human Capital strategies and initiatives are critical to our long-term success by attracting and retaining our talent.
Employees
As of December 31, 2017,2021, we had 303354 full-time employees.
Diversity and Inclusion
We believe that workplace diversity and an inclusive culture strengthens our ability to deliver the best results for our clients. Our employees from around the world represent a variety of cultures, backgrounds, experiences and talents. We draw upon these attributes to produce innovative solutions for the clients we serve and enrich the professional experience of all our employees. An inclusive culture in which our employees are encouraged to contribute their unique perspectives is imperative to our role as a leading global investment manager. Our diversity and inclusion strategy consist of four pillars: Education, Leadership, Recruitment and Engagement.
•Education - We seek to build awareness and understanding to strengthen our culture of inclusion and support.
•Leadership - We hold our leaders accountable for fostering an inclusive culture as they develop the next generation of leaders. This accountability extends to all employees in creating an environment built on respect.
•Recruitment - We recognize there is significant underrepresentation of women and people of color in our industry, especially in leadership roles. Our recruiting partners are expected to present diverse candidate pools for our open positions, providing opportunities to hire the best talent to help us excel in all areas of our business.
•Engagement - We support our employees who build resource groups that foster an inclusive culture and encourage everyone at the firm to help solve business and community challenges. Examples include ongoing volunteerism, green initiatives and a women’s exchange for sharing ideas and experiences.
We were recognized for the second consecutive year as a “Best Place to Work in Money Management” by Pensions & Investments (“P&I”), the international newspaper of money management. The award was part of P&I’s annual survey and recognition program, which seeks to identify the best employers in the money management industry. This achievement recognized the strength of our culture, which is defined by the hard work, dedication and commitment to excellence and inclusion by everyone at the Company.

5

Available Information
We file annual, quarterly and current reports, proxy statements and all amendments to these reports and other information with the SEC.SEC, which are available on the SEC website at www.sec.gov. We make available free of charge on or through our website at www.cohenandsteers.com our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC.

SEC. We intend to use our website as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.


56


Item 1A. Risk Factors
Risks Related to our Business
Our business, operations and investments are subject to risks associated with and arising from epidemics and pandemics, such as the ongoing impact of the novel coronavirus, or COVID-19.
Capital, equity and credit markets, as well as the real estate and real property markets, have experienced and may continue to experience volatility and dislocations related to the ongoing COVID-19 pandemic. Although we have observed signs of economic recovery, the full scope and duration of the social, market and economic impact of the COVID-19 pandemic remain difficult to predict, and these conditions could worsen dramatically from those already experienced, including the possibility of a steep and prolonged economic downturn or global recession.
Although vaccines have been approved for use, distribution of the vaccines did not begin until late 2020 and remains ongoing. During 2021, fluctuating infection rates and the introduction of new and more easily transmitted variants of COVID-19, such as the Delta and Omicron variants, have resulted, and may continue to result in, the implementation of various restrictions across the world, which could dampen or delay any economic recovery. In addition, the COVID-19 pandemic continues to disrupt global supply chains, has caused labor shortages and has added broad inflationary pressures. A further resurgence of COVID-19, or an outbreak of any new, more virulent or more transmissible variants or mutations of the disease or other viral pathogens or epidemic diseases in any region could trigger broader and more severe health crises, market and economic turbulence and governmental restrictions for a sustained period of time.
If we were to experience a sustained decline in the performance of the portfolios and strategies we manage as a result of negative market, financial and economic conditions caused in whole or in part by the COVID-19 pandemic, our assets under management and the fees we earn in future periods could be adversely impacted. In addition, these market declines and disruptions could significantly reduce the demand for, and availability of, our investment products and services, and contribute to redemptions and withdrawals from our funds and the loss of institutional separate account clients, which could have a material adverse effect on our revenue and net income. Any actual or anticipated reduction in our profitability could impair our future dividend capacity and cash management policies and have a significant negative impact on the market price of our common stock.
Epidemics and pandemics also pose continuing risk that we and our third-party intermediaries, service providers and key vendors may be unable to provide services or conduct business activities or critical operations at full capacity for a period of time, including due to the spread of a disease or virus, supply chain issues, labor market constraints or restrictions or shutdowns that are requested or mandated by governmental authorities. These conditions could lead to operational issues and interruptions for the Company and certain of our products, require us to incur significant additional costs and negatively impact our business. In addition, use of a remote working environment and virtual communication platforms will continue to subject both our Company and our third-party intermediaries, service providers and key vendors to a heightened risk of cyberattacks or other privacy or data security incidents.
Epidemics and pandemics also present a significant threat to our employees’ safety and welfare. Our key employees or executive officers may become sick or otherwise unable to perform their duties for an extended period of time. Precautionary measures that we have previously taken and may continue to take to help minimize risks related to COVID-19, including the use of a full or partial work-from-home operating environment, could negatively affect our business, particularly our “client-facing” operations, as well as employee productivity. In addition, continuing to carry out these precautionary measures, or implementing and carrying out additional precautionary or protective measures to respond to conditions or comply with regulations that have resulted or may result from the COVID-19 pandemic or other epidemics, including rules and regulations applicable to the use of our offices, may result in the incurrence of significant additional costs and expenses by us and reduce our profitability.
During 2021, we initiated a phased re-opening of our global offices in accordance with the laws and regulations of each jurisdiction in which we operate, including our New York headquarters beginning in June 2021. The optional or mandatory presence of our employees in the workplace or other use of our offices under pandemic or similar conditions, or other “in-person” business activities such as client meetings and business travel, may expose us to heightened risk of litigation. Such litigation may include claims of contraction of COVID-19 or other illnesses in the workplace or claims related to workplace safety, privacy, employment or anti-discrimination laws and regulations. Any requirement that employees be present in the office on a full or partial basis may also adversely impact our ability to retain and attract key employees.
Like many companies, we have implemented COVID-19 vaccination and workplace safety policies in compliance with applicable laws and regulations. However, federal, state and local laws and regulations that permit or require employers to

7

implement COVID-19 vaccination, testing and other safety mandates have been and may continue to be subject to legal challenge, the outcome of which cannot be predicted with any certainty. The implementation of COVID-19 safety protocols and policies may impact our ability to retain and attract employees and result in labor disruptions or related litigation. Further, implementation of such protocols and policies could have similar consequences for our third-party intermediaries, service providers and key vendors, which may impact their ability to provide critical products and services.
The threat or occurrence of any litigation pertaining to COVID-19 conditions, regulations or company policies, or the circumstances giving rise to any such litigation, may consume significant amounts of our management’s time and resources, create significant legal liability, result in regulatory investigation or sanction, increase our costs and expenses and reduce our profitability, as well as cause reputational harm.
A decline in the absolute or relative performance or value of real estate securities, or the attractiveness of real estate portfolios or investment strategies, would have an adverse effect on the assets we manage and our revenue.
As of December 31, 2021, approximately 65.0% of the assets we managed were concentrated in real estate securities strategies, including approximately 24.0% in the aggregate in Cohen & Steers Real Estate Securities Fund, Inc., Cohen & Steers Realty Shares, Inc. and Cohen & Steers Institutional Realty Shares, Inc. alone. Real estate securities and real property investments owned by the issuers of real estate securities are subject to varying degrees of risk that could affect investment performance. Returns on investments in real estate securities depend on the amount of income and capital appreciation or loss realized by the underlying real property. Income and real estate values may be adversely affected by, among other things, unfavorable changes to tax laws and other laws and regulations applicable to real estate securities, the cost of compliance with applicable laws and regulations, interest rates, the availability of financing, the creditworthiness of tenants, general and local economic conditions, the limited ability of issuers of real estate securities to vary their portfolios promptly in response to changes in market conditions and other factors that are beyond our control. In addition, real estate values may be adversely affected by new businesses and approaches in the real estate market and sectors in which we invest that cause disruptions in the industry with technological and other innovations, such as impacts to the value of hospitality properties due to competition from the non-traditional hospitality sector (such as short-term rental services) and office properties due to competition from shared office spaces (including co-working environments). Further, our investments in real estate securities may be exposed to new or increased risks and liabilities, including risks associated with global climate change, such as increased frequency or intensity of adverse weather and natural disasters, which could reduce our assets under management, revenue and earnings.
The financial performance and underlying valuations of certain areas of the real estate market, including without limitation office and retail shopping locations, residential rental property and real estate concentrated in urban areas, were severely affected and may continue to be affected by COVID-19-related conditions. If the underlying properties do not generate sufficient income to pay for ongoing operating expenses, the income and the ability of an issuer of real estate securities to pay interest and principal on debt securities or any dividends on common or preferred stocks will be adversely affected. A decline in the performance or value of real estate securities would have an adverse effect on the assets we manage and reduce the fees we earn and our revenue.
Our growth and the execution of our real estate investment strategy may be constrained by the size and number of real estate securities issuers, as well as REIT ownership restrictions.
Investments in real estate securities continue to play an important role in our overall investment strategy. Our ability to fully utilize our investment capacity and continue to increase our ownership of real estate securities depends, in part, on growth in the size and number of issuers in the real estate securities market, particularly in the U.S. Limited growth, or any consolidation activity in the real estate sector, could limit or reduce the number of investment opportunities otherwise available to us. In addition, increased competition for investment opportunities due to large amounts of available capital dedicated to real estate strategies or due to alternative forms of investment methods, or a real or perceived trend towards merger and acquisition activity in the sector, could affect real estate valuations and prices. A limited number of investment targets could adversely impact our ability to make new investments based on fundamental valuations or at all, impair the full utilization of our overall investment capacity and otherwise negatively affect our investment strategy.
Our ability to increase our ownership, or maintain existing levels of ownership, may also be constrained by REIT ownership limits, which limit the percentage ownership of a REIT’s outstanding capital stock, common stock, and/or preferred stock. REIT charters generally grant a REIT the right to unilaterally reduce any ownership amount that it deems to be in violation of its ownership limits. Such charters do not typically provide for the elimination of such right even in the event a REIT has previously provided waivers from such limits or acknowledgements that ownership levels do not violate such limits. To the extent these ownership restrictions prevent us from acquiring new or additional real estate securities, or

8

force us to reduce existing ownership amounts, our revenue and our ability to invest available assets and increase the assets we manage could be negatively affected.
A decline in the absolute or relative performance or value of preferred securities, or the attractiveness of preferred securities portfolios or investment strategies, would have an adverse effect on the assets we manage and our revenue.
The amount of assets we manage in our preferred securities strategies has grown significantly in recent years. As of December 31, 2021, approximately 25.3% of our total assets under management, including approximately 12.1% in the Cohen & Steers Preferred Securities and Income Fund alone, was concentrated in these strategies. Our preferred securities investments are subject to varying degrees of market, contractual, financial, regulatory and other risks that could affect investment performance and attractiveness, including risks related to actual or anticipated inflationary trends, interest rates, counterparty credit, income and distributions and applicable tax treatment. Certain components of our preferred securities portfolios may also be subject to risks related to the planned discontinuation of the London Interbank Offered Rate, or “LIBOR,” and uncertainty around the identification and use of alternative reference rates. See “The discontinuation of LIBOR, and uncertainty around the identification and use of alternative reference rates, may adversely affect the value of certain LIBOR-based assets we manage and expose us to additional risks.” Further, to the extent limitations may arise in the overall supply of preferred securities investments at attractive prices or at all, whether due to performance concerns about the asset class, shifts in market or economic trends or investor preferences, redemptions or decreased volume of new issuances, our ability to deploy our available investment capacity may become constrained. A decline in the performance or value of preferred securities, or diminishment in the attractiveness or availability of preferred securities investments, would have an adverse effect on the assets we manage, limit our ability to increase and invest assets in these strategies and reduce the fees we earn and our revenue.
A significant portion of our revenue for 20172021 was derived from a single institutional client.
As of December 31, 2017,2021, our largest institutional client, Daiwa Asset Management, which holdsheld most of its assets in numerousU.S. REIT strategies andsubadvised by us in subadvisory and model-based accounts and products,Japan, represented approximately 11%5.4% of our total revenue for 2017. Approximately 39%2021. As of December 31, 2021, approximately 25.5% of the institutional account assets we managed, and approximately 18%10.2% of our total assets under management, as well as approximately 17% of our assets under advisement were derived from this client. Investor demand for the products we subadvise for this client can be affected by, among other things, changes in the distributions paid by those products, the strength of the Japanese yen compared to the currencies in which the assets held in those products are denominated, and the market and regulatory environment in the Japanese mutual fund market. Lossmarket and disruptions in the marketing or distribution of or significant withdrawalour products caused by restrictions on in-person interactions imposed by regulatory restrictions in response to the COVID-19 pandemic. Changes in the distribution rates could decrease investor demand for these products, resulting in outflows of assets from, any of these accountssubadvised by us which would reducenegatively impact our revenue and adversely affect our financial condition.
A decline in the absolute or relative performance of real estate securities would have an adverse effect on the assets we manage and our revenue.
As of December 31, 2017, a significant majority of the assets we managed were concentrated in real estate securities. Real estate securities and real property investments owned by the issuers of real estate securities are subject to varying degrees of risk that could affect any returns we realize. Returns on investments in real estate securities depend on the amount of income and capital appreciation or loss realized by the underlying real property. Income and real estate values may be adversely affected by, among other things, the cost of compliance with applicable laws, interest rates, the availability of financing, the creditworthiness of the tenants, and the limited ability of issuers of real estate securities to vary their portfolios promptly in response to changes in market conditions. If the underlying properties do not generate sufficient income to meet operating expenses, the income and the ability of an issuer of real estate securities to pay interest and principal on debt securities or any dividends on common or preferred stocks will be adversely affected. A decline in the performance of real estate securities would have an adverse effect on the assets we manage and reduce the fees we earn and our revenue.
Our growth may be constrained by the size and number of real estate securities issuers, as well as REIT ownership restrictions.
Investments in real estate securities continue to play an important role in our overall business strategy. Our ability to continue to increase our ownership of real estate securities depends, in part, on growth in the size and number of issuers in the real estate securities market, particularly in the U.S. Our ability to increase our ownership may also be constrained by REIT ownership limits, which limit ownership of a REIT’s outstanding capital stock, common stock, and/or preferred stock. Although certain REITs in which we invest have granted us waivers from these ownership limits to allow greater investment, such REITs generally retain the right to revoke or reduce the waiver limits at any time. As a result of these constraints, we have in the past, and may in the future, be prevented from acquiring new or additional real estate securities, which may negatively affect our ability to increase the assets we manage and our revenue.
Seed investments made to support the launch of new strategies and products may expose us to potential losses on invested capital.
Our success is partially dependent on our ability to develop, launch, market and manage new investment strategies and products. New investment strategies and products require an initial cash investment, time and the appropriate resources as well as ongoing marketing and other support including subsidies of operating costs.
From time to time, we may support the launch of new investment strategies and products by making seed investments in those strategies and products.products, the amount of which may be significant. Numerous risks and uncertainties are associated with all stages of the seed investment product life cycle, including investment performance, market risks, shifting client or market preferences, the introduction of competing products, and compliance with regulatory requirements.requirements, potential losses associated with guarantees made by us or our affiliates and potentially illiquid investments and/or contractual lock-up or other restrictions on our ability to withdraw capital. Seed investments in new strategies and products utilizereduce capital that would otherwise be available for cash dividends and other corporate purposes and expose us to potential capital losses, against which we domay not currently hedge. For the year ended December 31, 2017, we recorded non-operating income from seed investments of $3.9 million, excluding income attributable to redeemable noncontrolling interest, the majority of which was unrealized. For the year ended December 31, 2016, we recorded non-operating income from seed investments of $6.8 million, excluding losses attributable to redeemable noncontrolling interest, the majority of which was unrealized.hedge entirely. To the extent we incurrealize losses on our seed investments, our earnings and financial condition may be adversely impacted.

The loss of any members of our senior management team or our failure to manage executive succession could have a material adverse effect on our business.
The success of our business depends largely on the experience, expertise and continued service of our executive management team. The loss of any members of our senior management team, or our failure to adequately prepare for the succession and retention of our executive management team or to effectively implement executive succession plans, could materially adversely affect our business, strategic initiatives and financial condition. While we have succession plans in place for members of our executive management team, and continue to review and update those plans, there is no guarantee that


69


their implementation or execution will operate as intended or otherwise be effective. In addition, we do not carry “key person” or similar insurance that would provide us with proceeds in the event of the death or disability of any of the members of our management team.
On November 4, 2021, the Company announced a significant transition in executive leadership. Effective March 1, 2022, Joseph M. Harvey will succeed Robert H. Steers as Chief Executive Officer and maintain his role as President of the Company. At that time, Mr. Steers will assume the role of Executive Chairman of the Company. The implementation and effectiveness of this transition could have a significant impact on our business.
Regulations restricting the use of commission credits to pay for research willhave increased, and may continue to increase, our operating expenses.
On behalf of our clients, we make decisions to buy and sell securities, select broker-dealers to execute trades, and negotiate brokerage commission rates. In connection with these transactions and subject to best execution, we may receive commission credits to pay for eligible research and services from broker-dealers and other eligible service providers that have the effectproviders. As a result of reducing certain expenses. New regulationregulations in the European Union has led the Company to eliminate(EU), we eliminated the use of commission credits to pay for research and eligible services for accounts managed by CSUKwhere we had obligations directly within the scope of MiFID II (together with substantially similar national rules of the U.K. and other accounts subject to MiFID II. This will increase the Company’simplementing rules and regulations). Our operating expenses becauseinclude payment for research and eligible services for these accounts. Depending on the evolution of market practices and regulatory developments, we will nowmay elect to pay for research from our own assets. In the future, the Company may also adopt this approach for other accounts depending on market and regulatory developments,expenses globally, subject to applicable SEC regulations, which willwould further increase the Company’sour operating expenses.
We face substantial competition in all aspects of our investment management business.
The investment management industry is highly competitive, and investment management customersinvestors are increasingly fee sensitive. We compete against a large number of investment products and services sold to the publicoffered by other investment management companies, investment dealers, banks and insurance companies, and others, and many institutions we compete with have greater financial resources than us. We compete with these firms on the basis of investment performance, diversity of products, distribution capability, scope and quality of services, reputation and the ability to develop new investment strategies and products to meet the changing needs of investors. In addition, ourinvestors and generate strong returns.
Our actively managed investment strategies compete not only against other active strategies but also against similarly positioned indexpassive strategies.
The continuing shift in market demand toward index funds and other passive strategies, and the growing availability of investment options to meet these demands, reduces opportunities for active managers and may accelerate fee compression. In the event that competitors charge lower fees for substantially similar products, we may be forced to compete on the basis of price in order to attract and retain customers.clients. In order to maintain our current fee structure in a competitive environment, we must be able to provide clients with investment returns and service that will encourage them to pay our fees.commensurate with the level of fees we charge. To the extent that current or potential clients decide to invest in products sponsored by our competitors, the sales of our products as well as our market share, revenue and net income could decline.
The inability to access clients through third-party intermediaries could have a material adverse effect on our business.
In recent years, aA significant portion of the growth in the assets we manage has been from assetsis attributable to the distribution of our products through third-party intermediaries. Our ability to distribute our fundsproducts is highly dependent on access to the client bases and product platforms of international, national and regional securities firms, investment advisory firms, banks, insurance companies, defined contribution plan administrators and other intermediaries, which generally offer competing investment products that could limit the distribution of our products. In recent years, a growing number of these organizations have enhanced their scrutiny of the products available or proposed to be made available on their platforms in connection with various investment strategies, which has in many cases significantly reduced the number of products and asset managers on such platforms. In addition, our separate account business, and subadvisory, and model delivery services depend in part on recommendations by consultants, financial planners and other professional advisors, as well as our existing clients.
The structure and terms of the distribution arrangements with intermediaries, including fees or rebates paid by us or our funds to intermediaries to assist with distribution efforts, and the ability of our funds to participate in these intermediary platforms are subject to changes driven by market competition and regulatory developments. Our existing relationships with third-party intermediaries and access to new intermediaries could be adversely affected by recentcontinued consolidation within the financial services industry. Consolidation may result in increased distribution costs, a reduction in the number of third parties distributing our investment products, or increased competition to access third-party distribution channels. There can be no assurance that we will be able to retain access to these channels. Loss of any of these third-party distribution channels, or

10

changes to their structure and terms, or any reduction in our ability to access clients and investors through existing and new distribution channels, could adversely affect our business.
TheOur growth of our business could be adversely affected if we are unable to manage the costs or realize the anticipated benefits associated with the expansion of our business.
Our growth strategy continues to involve expanding our business and diversifying our investment management business to includebeyond our existing core products and services outside of investments in U.S. real estate securities.services. As part of the implementation of our strategy, we have emphasized the development of broader real assets strategies, including global listed infrastructure, commodities, and natural resource equities, and have expandedsuch as the launch of our private real estate investment strategy during 2021. We also continue to prioritize the expansion of our geographical presence and capabilities as well as product and service offerings outside the U.S. As a result, our fixed costs and other expenses have increased to support the development and launch of new strategies and products, to expand the availability and marketability of our existing strategies and products, to grow our potential client base and to enhance our infrastructure, including additional office space, increased traveltechnology, operations, and technologypersonnel.
Developing and compliance resources. implementing new investment strategies and products may require significant upfront management time and attention, the hiring of highly-compensated personnel and ongoing marketing and other support.Such strategies and products may also require substantial seed capital commitments and other financial resources or obligations, including potential subsidies of operating expenses for an extended period of time, any of which may expose us to potential losses. In addition, launches of new strategies or products, including private real estate investing, and adjustments to existing strategies or products in connection with our growth strategy may in some cases be based on anticipated legal, regulatory, financial or accounting treatment that may not be realized within the timeframe or in the form expected, or at all.
The success of our business strategy and future growth is contingent upon our ability to continue to support and invest in the development and implementation of new strategies and products, to generate sufficient assets under management and fee revenue at the levels and within the timeframe anticipated in order to support the compensation and other costs and expenses underlying such new strategies and products, to expand the availability of our abilityexisting strategies and products and to successfully manage multiple offices and navigate legal and regulatory systems both


7

domestically and internationally. InThe effectiveness of
our operations outside the future, weU.S. may notalso depend in part on our ability to identify, establish and launch new or alternate
foreign office locations, either opportunistically or in response to regional conditions. The upfront and ongoing costs of adequately supporting our growth and initiatives will have sufficient resources to adequately support growth in this manner.an effect on our operating margin and other financial results.
Our clients may withdraw or reduce the amount of assets we manage or otherwise change the terms of our relationship, which could have an adverse impact on our revenue.
Our institutional clients, and firms with which we have strategic alliances, may terminate their relationship with us, reduce the amount of assets we manage, shift their fundsassets to other types of accounts with different fee structures or renegotiate the fees we charge them for any number of reasons, including investment performance, redemptions by beneficial owners of funds we manage or subadvise, actual or perceived competition between the accounts we subadvise and our proprietary investment products, changes in the key members of an investment team, changes in prevailing interest rates and financial market performance. Certain investors in the funds that we manage hold their shares indirectly through platforms sponsored by financial institutions that have the authority to make investment and asset allocation decisions on behalf of such shareholders.investors. Decisions by investors to redeem assets may require selling investments at a disadvantageous time or price, which could negatively affect the valueamount of our assets under management.management or our ability to continue to pursue certain investment strategies. In a declining market or in conditions of poor relative or absolute performance, the pace of redemptions and withdrawals and the loss of institutional and individual separate account clients could accelerate. The occurrence of any of these events could have a material adverse effect on our revenue.
Limitations on our ability to utilize leverage in the closed-end funds we sponsor could reduce our assets under management and revenue.
Certain of the closed-end funds sponsored by us utilize leverage in the form of bank financing, which in the aggregate amounted to approximately $2.3$3.2 billion as of December 31, 2017.2021. To the extent any closed-end fund sponsored by us elects or is required by regulation or the terms of its bank financing to reduce leverage, such fund may need to liquidate its investments. Reducing leverage or liquidating investments during adverse market conditions couldwould reduce the Company’s assets under management and revenue.

11

We could incur financial losses, reputational harm and regulatory penalties if we fail to implement effective information security policies and procedures.
We areOur business is dependent on the effectiveness of our information and cyber security policies and procedures to protect our network and telecommunications systems and the data that reside in or are transmitted through such systems. As part of our normal operations, we maintain and transmit confidential information about our employees and clients’ portfolios as well as proprietary information relating to our business operations. We maintain a system of internal controls designed to provide reasonable assurance that fraudulent activity, including misappropriation of Companyour assets, fraudulent financial reporting and unauthorized access to sensitive or confidential information is either prevented or timely detected and remediated. However, our technology systems may still be vulnerable to unauthorized access or may be corrupted by cyber attacks,cyberattacks, computer viruses or other malicious software code, or authorized persons could inadvertently or intentionally release confidential or proprietary information. The nature of these threats is constantly evolving and becoming increasingly sophisticated.sophisticated, including the increasing use of “ransomware” and phishing attacks. Although we take precautions to password protect and encrypt our employees’ mobile electronic devices, if such devices are stolen, misplaced or left unattended, they may become vulnerable to hacking or other unauthorized use, creating a possible security risk. Our or our third-party service providers’ systems may also be affected by, or fail as a result of, catastrophic events, such as fires, floods, hurricanes and tornadoes. Like other companies, we have experienced and will likely continue to experience cyber incidents, security threats and attacks. There can be no assurance that our efforts to maintain and monitor the security and integrity of our information technology systems will be effective at all times.
BreachAny breach or other failure of our or certain other parties’ technology or security systems, including those systems of our third-party intermediaries, service providers, key vendors and third parties with whom we do business, could result in the loss of valuable information, liability for stolen assets or information, remediation costs to repair damage caused by the incident, additional security costs to mitigate against future incidents, regulatory scrutiny and penalties and litigation costs resulting from the incident. Moreover,In addition, our increased use of mobile and cloud technologies could increase these and other operational risks, and any failure by mobile or cloud technology service providers to adequately safeguard their systems could disrupt our operations and result in misappropriation, corruption or loss of confidential or proprietary information.
For many companies, remote and/or hybrid in-office work arrangements resulting from the COVID-19 pandemic have made their network and communication systems more vulnerable to cyberattacks and incursions, and there has been an overall increase in both the frequency and severity of cyber incidents as such vulnerabilities have been exploited. Continued use of a full or partial remote work environment subjects us to heightened and ongoing risk of cyberattacks, unauthorized access or other privacy or data security incidents, both directly as well as indirectly through third-party intermediaries, service providers and key vendors that have access or other connections to our systems.
Loss of confidential client information could harm our reputation, result in the termination of contracts by our existing clients, and subject us to litigation or liability under laws and agreements that protect confidential and personal data, resulting in increased costs and/or loss of revenues. In the past, we have not maintainedWe maintain a cyber insurance coverage that specifically protected against information security breaches, including cyber breaches, and had minimal coverage under our other insurance policies. Topolicy to help mitigate against anycertain potential losses in the future, we purchased a cyberrelating to information security insurance policy covering the period from December 31, 2017 to December 31, 2018 and anticipate renewing the policy for subsequent periods.breaches. However, such insurance and other safeguards may only partially reimburse us for our losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policy, we may be required to pay a substantial amount in respect ofto satisfy such successful claim.
Failure to maintain adequate business continuity plans could have a material adverse effect on the Company and its products.
Significant portions of our business operations and those of our critical third-party service providers are concentrated in a few geographic areas, including New York and New Jersey. Critical operations that are geographically concentrated in New York include portfolio management, trading operations, information technology, investment administration and portfolio


8

accounting services for the Company’sour products and services.as well as corporate accounting systems. Should we, or any of our critical service providers, experience a significant local or regional disaster or other significant business disruption, our ability to remain operational will depend in part on the safety and availability of our personnel and our office facilities andas well as on the proper functioning of our network, telecommunication and other related systems and operations. We have backup systems and contingency plans, but we cannot ensure that they will be adequate inunder all circumstances that could arise or that material interruptions and disruptions will not occur. In addition, we rely to varying degrees on outside vendors for disaster recovery support, and we cannot ensureguarantee that these vendors will be able to perform in an adequate and timely manner. Failure by us, or any of our critical service providers, to maintain up to dateup-to-date business continuity plans, including system backup facilities, would impede our ability to operate in the event of a significant business disruption, which could result in financial losses to the Company and our clients and investors.

12

The discontinuation of LIBOR, and uncertainty around the identification and use of alternative reference rates, may adversely affect the value of certain LIBOR-based assets we manage and expose us to additional risks.
LIBOR is the offered rate for short-term Eurodollar deposits between major international banks. LIBOR is used as a reference rate for various financial instruments, products and contracts globally to determine payment obligations, financing terms, hedging strategies or investment value. In March 2021, the ICE Benchmark Administration Limited, the administrator of LIBOR, announced its plan to cease publication of one week and two-month USD LIBOR tenors and all non-USD LIBOR tenors after December 31, 2021 and all other USD LIBOR tenors after June 30, 2023. The United States Federal Reserve has also advised banks to cease entering into new contracts that use USD LIBOR as a reference rate. The Federal Reserve, in conjunction with the Alternative Reference Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated by short-term repurchase agreements, backed by Treasury securities, as its preferred alternative rate for LIBOR. There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate while SOFR is a secured lending rate, and SOFR is an overnight rate while LIBOR reflects term rates at different maturities. We continue to take steps to assess LIBOR exposure and mitigate potential impacts of the transition. Although SOFR has been identified as a recommended alternative reference rate to LIBOR, the transition from LIBOR to SOFR introduces risks as further described below.
Any market transition away from LIBOR in its current form will be complex and introduce a number of risks for us, our clients and the financial services industry more widely. These include (i) legal implementation risks, as extensive changes to documentation for new and existing clients and transactions may be required, (ii) financial risks arising from any changes in the valuation of financial instruments linked to benchmarks, (iii) pricing risks, as changes to benchmarks could impact pricing mechanisms on some instruments, (iv) operational risks due to the potential requirement to adapt information technology systems, trade reporting infrastructure and operational processes and (v) relationship risks relating to client communications and engagement during the transition away from LIBOR or other financial benchmarks currently utilized. The transition away from LIBOR may lead to increased volatility and illiquidity in markets and investments tied to LIBOR, and any alternative reference rate may be an ineffective substitute resulting in prolonged adverse market conditions, which would negatively impact our investments and which may result in the reduced effectiveness of our hedging strategies.
We could experience loss of client relationships if our reputation is harmed.
Our reputation is important to the success of our business. We believe that the Cohen & Steers brand has been, and continues to be, well received globally both in our industry and with our clients, reflecting the fact that our brand, like our business, is based in part on trust and confidence. Our reputation may be harmed by a number of factors, including, but not limited to, poor investment performance, operational failures, cyber incidents, negative publicity, claims or disputes arising from our management of COVID-19 or other pandemic conditions (including full or partial restrictions on remote working arrangements and implementation of vaccination, testing or similar mandates), the dissemination by current or former clients of unfavorable opinions relating toabout our services, changes in key members of an investment team or changes in our senior management and the imposition of legal or regulatory sanctions or penalties in connection with our business activities. Moreover, ESG topics and activities have been the subject of increased focus by the mainstream media, as well as certain investors and regulators in the asset management industry, and any inability to meet applicable requirements or expectations may adversely impact our reputation and business. If our reputation is harmed, existing clients and investors may reduce amounts held in, or withdraw entirely from, funds or accounts that we manage, or funds or accounts may terminate their relationship with us. In addition, reputational harm may cause us to lose current employees and we may be unable to attract new ones with similar qualifications or skills, which could negatively affect our operations. If we fail to address, or appear to fail to address, successfully and promptly, the underlying causes of any reputational harm, we may be unsuccessful in repairing any harmdamage to our reputation and our future business prospects would likely be affected. Theaffected, and the loss of client relationships could reduce our assets under management, revenue and earnings.
The failure of a key vendor to fulfill its obligations to the Company could have a material adverse effect on the Company and its products.
We depend on a number of key vendors for various fund administration, fund and corporate accounting, custody and transfer agent services, information technology services, market data and other operational needs. The failure or inability of the Company to provideestablish backup for key services or the failure of any key vendor to fulfill its obligations for any reason, including those that may be beyond our or such vendor’s control, could lead to operational issues for the Company and certain of its products, which could result in financial losses for the Company and its clients.

13

Risks Related to our Common Stock
A significant portion of our common stock is owned or controlled by our Chief Executive Officer and our Chairman and our Chief Executive Officer,their respective family members, which may limit the ability of other stockholders to influence the affairs of the Company.
Our Chairman andRobert H. Steers, our current Chief Executive Officer beneficially ownedand a member of his family held approximately 49%24.3% of our common stock as of December 31, 2017.2021. As longpreviously disclosed, effective March 1, 2022, Joseph M. Harvey will succeed Mr. Steers as our Chairman and our Chief Executive Officer ownand President of the Company. At that time, Mr. Steers will assume the role of Executive Chairman of the Company. In addition, Martin Cohen, our current Chairman and a significant portionmember of his family held approximately 20.1% of our common stock they may haveas of December 31, 2021. Such levels of ownership or control create the ability to significantlymeaningfully influence, among other things:
•the election of the members of our board of directors, thereby controllingindirectly influencing the management and affairs of the Company;
•the outcome of matters submitted to a vote of our stockholders; and
•any unsolicited acquisition of us and, consequently, potentially adversely affect the market price of our common stock or prevent our stockholders from realizing a premium on their shares.
The interests of our Chairman and our Chief Executive Officerone or more of such persons may differ from those of other stockholders in instances where, for example, management compensation is being determined or where an unsolicited acquisition of us could result in a change in our management. The concentration of beneficial ownership in our Chairman and our Chief Executive Officersuch persons may limit the ability of our other stockholders to influence the affairs of the Company.
We may change our dividend policy at any time and there is no guarantee that we will pay dividends in the future.
Although we have a long history of paying regular and special cash dividends, there is no guarantee or requirement that we pay cash dividends in the future. Our dividend policy may change at any time without notice to our stockholders. The declaration and amount of any future dividends will be at the discretion of our board of directors and in accordance with applicable law and only after taking into account various factors that our board of directors deems relevant, including our financial condition, results of operations, cash flows and liquidity, current and anticipated cash needs and capital requirements, and potential alternative uses of cash. As a result, we cannot assure you that we will pay dividends at any rate or at all.
A sale of a substantial number of shares of our common stock may adversely affect the market price of our common stock, and the issuance of additional shares will dilute your percentage ownership in the Company.
A sale of a substantial number of shares of our common stock in the public market, or the perception that such sale may occur, could adversely affect the market price of our common stock. Our Chairman and ourcurrent Chief Executive Officer who beneficially owned, in the aggregate, 22,645,719and our Chairman, together with certain of their respective family members, held 11,718,608 shares and 9,691,211 shares, respectively, of our common stock as of December 31, 2017,2021. Any of such persons may sell shares of


9

our common stock in the open market, subject to any restrictions imposed by U.S. federal securities laws on sales by affiliates.
In addition, in connection with our initial public offering in 2004, we entered into a Registration Rights Agreement with our Chairman and our Chief Executive Officer and our Chairman and certain trust entities controlled by certain of their affiliates whichrespective family members that requires us to register under the Securities Act of 1933, as amended, shares of our common stock (and other securities convertible into or exchangeable or exercisable for shares of common stock) held by them under certain circumstances. In August 2015,May 2021, we filed a Registration Statement on Form S-3 as amended, covering (i) the resale of up to an aggregate of 23,579,79121,660,862 shares owned or controlled by our Chairman and ourcurrent Chief Executive Officer and our Chairman and certain of their affiliatesother persons and (ii) the offer and sale of up to 10,000,000an indeterminate number of shares by us to the public. The sale of a substantial number of shares of our common stock may adversely affect the market price of our common stock, and any additional shares that we issue will dilute your percentage ownership in the Company.
Anti-takeover provisions in our charter documents and Delaware law may delay or prevent a change in control of us, which could decrease the trading price of our common stock.
Our certificate of incorporation and bylaws and Delaware law contain certain anti-takeover provisions that could have the effect of making it more difficult for a third-partythird party to acquire, or of discouraging a third party from attempting to acquire, control of the Company without negotiating with our board of directors. Such provisions could limit the price that certain

14

investors might be willing to pay in the future for the Company’s common stock. Certain of these provisions allow the Company to issue preferred stock with rights more senior to those of our common stock, impose various procedural and other requirements that could make it more difficult for stockholders to effect certain corporate actions, and set forth rules about how stockholders may present proposals or nominate directors for election at annual meetings.
We believe these provisions protect our stockholders from coercive or other unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess acquisition proposals. However, these provisions apply even if an acquisition proposal may be considered beneficial by some stockholders and could have the effect of delaying or preventing an acquisition. In the event that our board of directors determines that a potential business combination transaction would be beneficial to the Company and its stockholders, such stockholders may elect to sell their shares in the Company and the trading price of our common stock could decrease.
RegulatoryLegal and LegalRegulatory Risks
We may be adversely impacted by legal and regulatory changes in the U.S. and internationally.
We operate in a highly regulated industry and are subject to new regulations and revisions to, and evolving interpretations of, existing regulations in the U.S. and internationally. In recent years, regulators in the U.S. and abroad have increased oversight of the financial services industry, which may result in regulation that increases the Company’s cost of conducting its business and maintaining its global compliance standards or limit or change the Company’s current or prospective business. Some
U.S. regulatory agencies have proposed and adopted multiple regulations that could impact the mutual fund industry. Potential upcoming regulations and/or rules and amendments of the newly adopted and proposed regulations are focused directly on the investment management industry, while others are more broadly focused, but impact our industry.
In the U.S., the Tax Cuts and Jobs Act (the Tax Act) was enacted on December 22, 2017. The Tax Act,SEC could, among other things, imposed a one-time tax on deemed repatriated accumulated earnings and profits of our foreign subsidiaries, moved fromrestrict the current system of worldwide taxation to a territorial system and reduced the statutory corporate tax rate to 21%. As a result of these changes, in the fourth quarter of 2017, the Company recorded a transition tax attributable to the shift in tax regimes and also remeasured its deferred and other tax balances using enacted tax rates that will be in effect when such items are expected to reverse. Furthermore, additional guidance and changes may be issued that may have a direct effect on our financial condition, results of operations and liquidity.
In 2016, the U.S. Department of Labor (DOL) began introducing changes to definitions and rules relating to fiduciaries serving holders of qualified retirement accounts. Full implementation has been delayed, and may be further delayed, during which time additional revisions may be made to the definitions and rules relating to fiduciaries. If adopted as currently proposed, the DOL’s changes may materially impact how advice can be provided to retirement account holders in 401(k) plans, individual retirement accounts and other qualified retirement programs. We may need to modify our interactions or limit distribution to retirement plans. In addition, our revenues and expenses may be adversely affected by the new rule adopted in 2016 by the SEC to address liquidity risk management by registered open-end funds. These rules could limit investment opportunities for certain funds we manage from engaging in certain transactions, impact flows andand/or increase expenses as well as compliance costs. Further, new regulations or interpretations of existing laws may result in enhanced disclosure obligations, including with respect to climate change, sustainability risks, or other ESG matters, which could negatively affect us or materially increase our expenses.regulatory burden. Increased regulations generally increase our costs, and we could continue to experience higher costs if new laws require us to spend more time, hire additional personnel, or purchase new technology to comply effectively.


10

Outside the U.S.,In Europe, rules and regulations under MiFID II and MiFIR, became effective on January 3, 2018. Thesealong with substantially similar national rules of the U.K. and implementing rules and regulations, have had, and will continue to have, direct and indirect effects on our operations in the European Economic Area,Europe, including increased costs for investment research and increased compliance, disclosure, reporting and other obligations. In addition, current and upcoming European, U.S. and international regulations and rules around ESG-related procedures, reporting and disclosures are expected to have direct and indirect effects on our global operations, including increased costs for increased compliance through disclosure and reporting, among other obligations. For example, the first level of compliance with the EU’s Sustainable Finance Disclosure Regulation (SFDR) came into effect in March 2021, imposing mandatory ESG disclosure obligations which could impact ouron EU asset managers, funds and other financial markets participants. SFDR will require all covered firms and funds to disclose how financial products integrate sustainability risks in the investment process, including whether they consider adverse sustainability impacts, and, for those products promoting sustainable objectives, the provision of sustainability-related information. ESG-related amendments to MiFID II and other regulation are expected to require investment advisers to inquire as to the investor’s desire for products that meet certain criteria under the EU Taxonomy Regulation and/or SFDR, among other regulation, in their portfolio when assessing suitability. The availability of these sustainability disclosures and the ability to operatemeet certain criteria may impact the investment decisions of European investors.
There has been an increase in these markets.
data and privacy regulations globally. In May 2018,addition to the European Union’sEU’s General Data Protection Regulation (GDPR) will become effective. The primary objectives of GDPR are to give citizens control of their personal, U.S. state data breach and to simplifyprivacy legislation, including the regulatory environment for international business by unifying data protection regulationCalifornia Consumer Privacy Act and similar laws being adopted in the European Union. Compliance with the stringent rules under GDPR will require an extensive review of all of our global data processing systems. Failurevarious states, and Japan’s Personal Information Protection Law have come into effect requiring us to comply with GDPR couldstringent requirements, and we expect that there will be further regulation and legislation that will come into effect in the future that will require us to comprehensively review our systems and processes and may result in fines up to the higher of 20 million Euros or 4% of annual global revenues.additional costs.
The decision of the U.K. to’s exit from the European Union following the June 2016 voteEU on the matterJanuary 31, 2020 (referred to as Brexit) and end of the transition period on December 31, 2020 may continue to disrupt our business operations includingand impact our reported financial results andas well as the liquidity and value of our investments. Following the termination of a transition period, the U.K. and the EU entered into a trade and cooperation agreement to govern the future relationship between the parties, which was provisionally applied as of January 1, 2021 and entered into force on May 1, 2021 following ratification by the EU. There remains uncertainty around the post-Brexit regulatory environment, however, as the provisions of the trade and cooperation agreement do not cover the services sector. Brexit has caused significant geo-political and legal uncertainty and market volatility in the U.K. and elsewhere,

15

which may continue during negotiations between the Brexit negotiation process. Depending on the outcome of these negotiations,U.K. and Europe. CSUK’s ability to market and provide its services or serve as a distributor of financial products within the European Economic Area, as well as the ability of our EU-domiciled funds to be marketed in the U.K.EU could be restricted temporarily or in the long term as a result of Brexit. Our contingency plans for Brexit require the cooperation of counterparties or a regulator of financial services to make timely arrangements. While we believe it is in the best interests of counterparties and regulators to cooperate, we cannot guarantee that counterparties or regulators will cooperate or the timeliness of their cooperation. Our operating expenses have increased as we implement our plan to continue to market and provide our services and distribute our products in the short and/or long term.
In addition, regulations restricting the use of commission credits to pay for research have increased, and may continue to increase, our operating expenses. See “Regulations restricting the use of commission credits to pay for research have increased, and may continue to increase, our operating expenses.”
The discontinuation of LIBOR and uncertainty around the identification and use of alternative reference rates introduces a number of risks for us, our clients and the financial services industry more widely. See “The discontinuation of LIBOR, and uncertainty around the identification and use of alternative reference rates, may adversely affect the value of certain LIBOR-based assets we manage and expose us to additional risks.”
Although the full extent of the foregoing regulatory changes is still unclear, they may affect our business operations and increase our operating expenses.
Our involvement in legal proceedings could adversely affect our results of operations and financial condition.
Many aspects of our business involve risks of legal liability. Claims against us may arise in the ordinary course of business, including employment-related claims, and from time to time, we have and may continue to receive subpoenas or other requests for information or similar correspondence from various U.S. and non-U.S. governmental andor regulatory authorities and third parties in connection with certain industry-wide, company-specific or other investigations or proceedings. In addition, certain of the funds that the Company manageswe manage may become subject to lawsuits, any of which could potentially harmimpact the investment returns of the applicable fund.
We carry insurance in amounts and under terms that we believe are appropriate to cover potential liabilities related to litigation. However, we cannot guarantee that our insurance will cover all liabilities and losses to which we may be exposed, or that our insurance policies will continue to be available at acceptable terms and fees. As our insurance policies are due for renewal, we may need to assume higher deductibles or pay higher premiums, which would increase our expenses and reduce our net income.
The tax treatment of certain of our funds involves the interpretation of complex provisions of U.S. federal income tax law for which no precedent may be available and may be subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.
The U.S. federal income tax treatment of certain of our funds depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. U.S. federal income tax rules are constantly under review by the IRS and the U.S. Department of the Treasury – Internal Revenue Service, frequently resulting in revised interpretations of established concepts, statutory changes, revisions to regulations, and other modifications and interpretations. Recent and ongoing changes to U.S. federal income tax laws and interpretations thereof could also cause us to change our investments and commitments, affect the tax considerations of an investment in us and our funds and change the character or treatment of portions of our income. In addition, the Company may be required to make certain assumptions when electing a particular tax treatment. It is possible that the IRSInternal Revenue Service could assert successfully that the assumptions made by us do not satisfy the technical requirements of the Internal Revenue Code and/or Treasury Regulations and could require items of income, gain, deduction, loss or credit, including interest deductions, be adjusted, reallocated, or disallowed in a manner that adversely affects us and our clients.



16
11



Item 1B. Unresolved Staff Comments
The Company has no unresolved SEC staff comments.
Item 2. Properties
Our principal executive office is located in leased office space at 280 Park Avenue, New York, New York. In addition, we have leased office space in London, Dublin, Hong Kong Tokyo and Seattle.Tokyo.
Item 3. Legal Proceedings
From time to time, we may become involved inFor information regarding our legal matters relating to claims arisingproceedings, see Note 13, Commitments and Contingencies, in the ordinary coursenotes to the consolidated financial statements contained in Part II, Item 8 of our business. There are currently no such matters pending that we believe could have a material effectthis Annual Report on our consolidated results of operations, cash flows or financial condition. In addition, from time to time, we may receive subpoenas or other requests for information from various U.S. federal and state governmental authorities, domestic and international regulatory authorities and third parties in connection with certain industry-wide inquiries or other investigations or legal proceedings. It is our policy to cooperate fully with such requests.Form 10-K.
Item 4. Mine Safety Disclosures
Not applicable.



17
12



PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is listed on the New York Stock Exchange (NYSE) and is traded under the symbol “CNS”. As of February 20, 2018,22, 2022, there were 2040 holders of record of our common stock. Holders of record include institutional and omnibus accounts that hold common stock on behalf of numerous underlying beneficial owners. The closing sale price of our common stock on February 20, 2018 was $40.31 per share.
The following table sets forth, for the periods indicated, the high and low reported sale prices and dividends declared per share for our common stock as reported by the NYSE:
Three Months Ended 2017March 31June 30September 30December 31 
High price$40.39
$41.93
$42.99
$47.82
 
Low price$33.19
$38.02
$36.30
$39.19
 
Closing price$39.97
$40.54
$39.49
$47.29
 
Cash dividends declared per share$0.28
$0.28
$0.28
$1.28
*
      
Three Months Ended 2016March 31June 30September 30December 31 
High price$39.63
$42.37
$43.83
$43.11
 
Low price$26.72
$36.74
$38.56
$33.16
 
Closing price$38.92
$40.44
$42.75
$33.60
 
Cash dividends declared per share$0.26
$0.26
$0.26
$0.76
*
*Includes special dividends declared by the Company in the amount of $1.00 per share on November 8, 2017 and $0.50 per share on November 2, 2016.
Payment of any dividends to our common stockholders is subject to the discretionapproval of our Board of Directors. When determining whether to pay a dividend, our Board of Directors takeswe take into account such matters as general economic and business conditions, our strategic plans, our financial results and condition, contractual, legal and regulatory restrictions on the payment of dividends by us and our subsidiaries and such other factors that our Board of Directors deemsdeemed relevant. On February 22, 2018,24, 2022, we declared a quarterly cash dividend on our common stock in the amount of $0.33$0.55 per share. As set forth inThis dividend will be payable on March 17, 2022 to stockholders of record at the table above, we have historically paid quarterly cash dividends.close of business on March 7, 2022.
Issuer Purchases of Equity Securities
During the three months ended December 31, 2017,2021, we did not make anymade the following purchases of our equity securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.
Period
Total Number of
Shares  Purchased (1)
Average Price
Paid Per Share		Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs		Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
October 1 through October 31, 2021— $— — — 
November 1 through November 30, 202112,280 $99.75 — — 
December 1 through December 31, 2021— $— — — 
Total12,280 $99.75 — — 
_________________________
(1)Purchases made to satisfy the income tax withholding obligations of certain employees upon the vesting and delivery of restricted stock units issued under the Company's Amended and Restated Stock Incentive Plan.
Recent Sales of Unregistered Securities
None.



13

Item 6. Selected Financial Data[Reserved]
The selected consolidated financial data, together with other information presented below, should be read in conjunction with our consolidated financial statements and the notes to those statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report on Form 10-K.
Selected Consolidated Financial and Other Data
(in thousands, except per share data)As of and For the Year Ended December 31, 
 2017 2016 2015 2014 2013 
Consolidated Statements of Operations          
Total revenue$378,194
 $349,876
 $328,655
 $313,934
 $297,713
 
Total expenses223,448
 214,365
 201,106
 191,993
 191,371
(1)
Operating income154,746
 135,511
 127,549
 121,941
 106,342
 
Total non-operating income (loss)5,654
 7,892
 (14,805)(2)73
 (1,978) 
Income before provision for income taxes160,400
 143,403
 112,744
 122,014
 104,364
 
Provision for income taxes67,914
 50,593
 48,407
 46,280
 41,109
 
Net income92,486
 92,810
 64,337
 75,734
 63,255
 
Less: Net (income) loss attributable to redeemable noncontrolling interest(547) 126
 214
 (224) 4,864
 
Net income attributable to common stockholders$91,939
 $92,936
 $64,551
 $75,510
 $68,119
 
    
  
  
  
 
Earnings per share attributable to common stockholders   
  
  
  
 
Basic$1.98
 $2.02
 $1.42
 $1.69
 $1.54
 
Diluted$1.96
 $2.00
 $1.41
 $1.65
 $1.51
 
           
Cash dividends declared per share          
Quarterly$1.12
 $1.04
 $1.00
 $0.88
 $0.80
 
Special$1.00
 $0.50
 $0.50
 $1.00
 $1.00
 
Consolidated Statements of Financial Condition   
  
  
  
 
Cash and cash equivalents$193,452
 $183,234
 $142,728
 $124,938
 $128,277
 
Trading investments74,856
 12,689
 37,169
 9,509
 15,668
 
Equity method investments6,176
 6,459
 16,974
 28,550
 24,724
 
Available-for-sale investments27,074
 35,396
 17,191
 21,269
 10,449
 
Total assets410,125
 333,728
 305,322
 280,721
 274,926
 
Total liabilities86,794
 67,061
 62,212
 52,133
 51,162
 
Redeemable noncontrolling interest47,795
 853
 11,334
 607
 207
 
Total stockholders’ equity275,536
 265,814
 231,776
 227,981
 223,557
 
           
Other Data (in millions)
   
  
  
  
 
Assets under management (AUM) by investment vehicle:  
  
  
  
 
Institutional accounts$29,396
 $28,659
 $26,105
 $26,201
 $22,926
 
Open-end funds23,304
 19,576
 17,460
 17,131
 14,016
 
Closed-end funds9,406
 8,963
 9,029
 9,805
 8,965
 
Total AUM$62,106
 $57,198
 $52,594
 $53,137
 $45,907
 

_________________________18
(1) Includes $7.8 million expense associated primarily with the offering of a closed-end fund.
(2) Includes $8.2 million of unrealized losses related to the reclassification of one of the Company’s seed investment from available-for-sale to equity method and a $2.8 million other-than-temporary impairment.



14


Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Annual Report on Form 10-K and other documents filed by us contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect management’s current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these forward-looking statements. We believe that these factors include, but are not limited to, the risks described in Item 1A. Risk Factors of this Annual Report on Form 10-K. These factors are not exhaustive and should be read in conjunction with the other cautionary statements that are included in this Annual Report on Form 10-K. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Cohen & Steers, Inc. (CNS), a Delaware corporation formed in 2004, and its subsidiaries are collectively referred to as the Company, we, us or our.
Executive Overview
General
We are a global investment manager specializing in liquid real assets and alternative income, including real estate, preferred securities, listed infrastructure, commodities and natural resource equities, commodities, as well as preferred securities and other incomemulti-strategy solutions. Founded in 1986, we are headquartered in New York City, with offices in London, Dublin, Hong Kong Tokyo and Seattle.Tokyo.
Our primary investment strategies include U.S. real estate, preferred securities including low duration preferred securities, global/international real estate, securities, global listed infrastructure, master limited partnerships (MLPs), commodities, real assets multi-strategy, preferred securities, large cap valuemidstream energy and MLPs, as well as global natural resource equities. Our strategies seek to achieve a variety of investment objectives for different risk profiles and are actively managed by specialist teams of investment professionals who employ fundamental-driven research and portfolio management processes. We offer our strategies through a variety of investment vehicles, including U.S. and non-U.S. registered funds and other commingled vehicles, and separate accounts includingand subadvised portfolios for financial institutions and individuals around the world.portfolios.
Our productsdistribution network encompasses two major channels, wealth and services are marketed through multiple distribution channels. We distribute our U.S. registered funds principally through financial intermediaries, including broker-dealers,institutional. Our wealth channel includes registered investment advisers, bankswirehouses, independent and fund supermarkets. Our funds domiciled in Europe are marketed to individualregional broker dealers and institutional investors through financial intermediaries, as well as privately to institutional investors.bank trusts. Our institutional clients includechannel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution pension plans, endowment funds and foundations, insurance companies andas well as other financial institutions that access our investment management services directly or through consultants or throughand other intermediaries.
Our revenue is derived from fees received from our clients, including fees for managing advised or subadvisingsubadvised client accounts;accounts as well as investment advisory, administration, distribution and service fees received from Company-sponsored open-end and closed-end funds; and fees for portfolio consulting and other services.funds. Our fees are paid in arrears, based on contractually specified percentages ofrates applied to the value of the assets we manage and, in certain cases, investment performance.may include a performance-based fee. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of investment performance, addition or termination of client accounts,market appreciation and depreciation, contributions or withdrawals from clientinvestor accounts market conditions, foreign currency fluctuations, or investor subscriptions or redemptions, and distributions. This revenue is recognized over the period that the assets are managed.
A majority of our revenue, approximately 92%93.1%, 91%92.4% and 92% for the years ended December 31, 2017, 2016 and 2015, respectively, was derived from investment advisory and administration fees for providing asset management services to institutional accounts as well as open-end funds and closed-end funds sponsored by the Company.
2017 Financial Highlights
Revenue increased 8% to $378.2 million for the year ended December 31, 2017 from $349.9 million for the year ended December 31, 2016. The increase was primarily driven by higher average assets under management in all three investment vehicles—institutional accounts, open-end funds and closed-end funds. Operating income increased 14% to $154.7 million for the year ended December 31, 2017 from $135.5 million for the year ended December 31, 2016. Our operating margin was


15

40.9% for the year ended December 31, 2017, compared with 38.7% for the year ended December 31, 2016. Our effective tax rate was 42.5% for the year ended December 31, 2017, compared with 35.3% for the year ended December 31, 2016.
As of December 31, 2017, assets under management were $62.1 billion, an increase of $4.9 billion, or 9%, from $57.2 billion as of December 31, 2016. The increase was driven by net inflows of $3.9 billion and market appreciation of $5.8 billion, partially offset by distributions of $4.7 billion. Average assets under management were $60.3 billion for the year ended December 31, 2017, an increase of $3.9 billion, or 7% from $56.4 billion for the year ended December 31, 2016. Our overall annual organic growth rate was 7% as of December 31, 2017. The organic growth rate represents the ratio of annual net flows to the beginning assets under management.
Recent Business Developments
In January 2018, the Company received three awards for leadership and investment performance from the Asia Asset Management “2018 Best of the Best Performance Awards,” including Best Real Assets House and Performance Awards - Global REITs (3 years) and Global REITs (10 years). These awards recognized the Company’s leadership in real estate and other real assets investments. In addition, Cohen & Steers MLP & Energy Opportunity Fund ended 2017 as the top performing fund in its category and gained a four-star rating from Morningstar. Please refer to the Company’s website for additional disclosure on the Morningstar rating.
Our European business development efforts are beginning to translate into asset flows as evidenced by net inflows into our European real estate SICAV, primarily from a large European financial intermediary that included this fund in their discretionary models during the fourth quarter and increased request for proposal activity in the region. In addition, in February 2018, we were awarded our first institutional account mandate in Germany.
Institutional interest in our preferred securities strategy, global listed infrastructure strategy and global real estate strategy remains strong with institutional accounts in each strategy experiencing net inflows for the year of approximately $558 million, $448 million and $175 million, respectively.
In November, our largest Japanese distribution partner reduced the distribution rate on the second U.S. REIT fund that we subadvise in Japan by 25%. This distribution rate cut followed the 30% reduction in the distribution rate on the other U.S. REIT fund that we subadvise for this partner announced in July 2017.
In January 2018, we were awarded our first MLP focused institutional account mandate which was funded by the client in February 2018.





16

Assets Under Management
The following table sets forth information about net flows, market appreciation (depreciation) and distributions of assets under management by investment vehicle for the periods presented (in millions):
 Year Ended December 31,
 2017 2016 
2015 (1)
Institutional Accounts     
Assets under management, beginning of period$28,659
 $26,105
 $26,201
Inflows3,963
 6,374
 3,646
Outflows(3,267) (2,414) (2,379)
Net inflows (outflows)696
 3,960
 1,267
Market appreciation (depreciation)2,867
 1,627
 863
Distributions(3,018) (3,033) (2,226)
Transfers192
 —
 —
Total increase (decrease)737
 2,554
 (96)
Assets under management, end of period$29,396
 $28,659
 $26,105
Average assets under management$29,346
 $28,085
 $25,884
      
Open-end Funds     
Assets under management, beginning of period$19,576
 $17,460
 $17,131
Inflows9,702
 9,630
 7,344
Outflows(6,541) (6,831) (5,901)
Net inflows (outflows)3,161
 2,799
 1,443
Market appreciation (depreciation)1,947
 917
 560
Distributions(1,188) (1,600) (1,674)
Transfers(192) —
 —
Total increase (decrease)3,728
 2,116
 329
Assets under management, end of period$23,304
 $19,576
 $17,460
Average assets under management$21,623
 $19,176
 $17,252
      
Closed-end Funds     
Assets under management, beginning of period$8,963
 $9,029
 $9,805
Inflows—
 —
 —
Outflows—
 (88) (53)
Net inflows (outflows)—
 (88) (53)
Market appreciation (depreciation)949
 554
 (206)
Distributions(506) (532) (517)
Total increase (decrease)443
 (66) (776)
Assets under management, end of period$9,406
 $8,963
 $9,029
Average assets under management$9,343
 $9,108
 $9,586
      
Total     
Assets under management, beginning of period$57,198
 $52,594
 $53,137
Inflows13,665
 16,004
 10,990
Outflows(9,808) (9,333) (8,333)
Net inflows (outflows)3,857
 6,671
 2,657
Market appreciation (depreciation)5,763
 3,098
 1,217
Distributions(4,712) (5,165) (4,417)
Total increase (decrease)4,908
 4,604
 (543)
Assets under management, end of period$62,106
 $57,198
 $52,594
Average assets under management$60,312
 $56,369
 $52,722
_________________________
(1)December 31, 2015 amounts have been reclassified to show distributions separately and dividend reinvestments as inflows.




17

The following table sets forth information about net flows, market appreciation (depreciation) and distributions of assets under management by institutional account type for the periods presented (in millions):
 Year Ended December 31,
 2017 2016 
2015 (1)
Japan Subadvisory     
Assets under management, beginning of period$13,699
 $13,112
 $13,377
Inflows1,411
 3,305
 1,859
Outflows(1,545) (503) (607)
Net inflows (outflows)(134) 2,802
 1,252
Market appreciation (depreciation)911
 818
 709
Distributions(3,018) (3,033) (2,226)
Total increase (decrease)(2,241) 587
 (265)
Assets under management, end of period$11,458
 $13,699
 $13,112
Average assets under management$12,793
 $13,607
 $12,973
      
Subadvisory Excluding Japan     
Assets under management, beginning of period$5,892
 $5,428
 $5,480
Inflows730
 1,030
 1,034
Outflows(854) (919) (1,013)
Net inflows (outflows)(124) 111
 21
Market appreciation (depreciation)829
 353
 (73)
Total increase (decrease)705
 464
 (52)
Assets under management, end of period$6,597
 $5,892
 $5,428
Average assets under management$6,273
 $5,961
 $5,537
      
Advisory     
Assets under management, beginning of period$9,068
 $7,565
 $7,344
Inflows1,822
 2,039
 753
Outflows(868) (992) (759)
Net inflows (outflows)954
 1,047
 (6)
Market appreciation (depreciation)1,127
 456
 227
Transfers192
 —
 —
Total increase (decrease)2,273
 1,503
 221
Assets under management, end of period$11,341
 $9,068
 $7,565
Average assets under management$10,280
 $8,517
 $7,374
      
Total Institutional Accounts     
Assets under management, beginning of period$28,659
 $26,105
 $26,201
Inflows3,963
 6,374
 3,646
Outflows(3,267) (2,414) (2,379)
Net inflows (outflows)696
 3,960
 1,267
Market appreciation (depreciation)2,867
 1,627
 863
Distributions(3,018) (3,033) (2,226)
Transfers192
 —
 —
Total increase (decrease)737
 2,554
 (96)
Assets under management, end of period$29,396
 $28,659
 $26,105
Average assets under management$29,346
 $28,085
 $25,884
_________________________
(1)December 31, 2015 amounts have been reclassified to show distributions separately and dividend reinvestments as inflows.




18

The following table sets forth information about net flows, market appreciation (depreciation) and distributions of assets under management by investment strategy for the periods presented (in millions):
 Year Ended December 31,
 2017 2016 
2015 (1)
U.S. Real Estate     
Assets under management, beginning of period$28,927
 $27,814
 $28,357
Inflows5,703
 7,821
 5,410
Outflows(5,241) (4,091) (3,729)
Net inflows (outflows)462
 3,730
 1,681
Market appreciation (depreciation)1,895
 1,674
 1,358
Distributions(3,694) (4,164) (3,582)
Transfers(10) (127) —
Total increase (decrease)(1,347) 1,113
 (543)
Assets under management, end of period$27,580
 $28,927
 $27,814
Average assets under management$28,622
 $29,224
 $27,663
      
Preferred Securities     
Assets under management, beginning of period$9,880
 $7,705
 $6,342
Inflows5,168
 4,857
 3,048
Outflows(2,635) (2,592) (1,702)
Net inflows (outflows)2,533
 2,265
 1,346
Market appreciation (depreciation)1,145
 365
 371
Distributions(540) (455) (354)
Total increase (decrease)3,138
 2,175
 1,363
Assets under management, end of period$13,018
 $9,880
 $7,705
Average assets under management$11,644
 $9,145
 $6,915
      
Global/International Real Estate     
Assets under management, beginning of period$9,403
 $9,476
 $10,184
Inflows1,520
 1,596
 1,017
Outflows(1,071) (1,867) (1,900)
Net inflows (outflows)449
 (271) (883)
Market appreciation (depreciation)1,458
 336
 389
Distributions(212) (265) (214)
Transfers10
 127
 —
Total increase (decrease)1,705
 (73) (708)
Assets under management, end of period$11,108
 $9,403
 $9,476
Average assets under management$10,258
 $9,734
 $9,938
      
Global Listed Infrastructure     
Assets under management, beginning of period$5,697
 $5,147
 $5,697
Inflows872
 732
 918
Outflows(376) (402) (608)
Net inflows (outflows)496
 330
 310
Market appreciation (depreciation)935
 428
 (670)
Distributions(196) (208) (190)
Total increase (decrease)1,235
 550
 (550)
Assets under management, end of period$6,932
 $5,697
 $5,147
Average assets under management$6,473
 $5,488
 $5,559
_________________________
(1)December 31, 2015 amounts have been reclassified to show distributions separately and dividend reinvestments as inflows.



19

 Year Ended December 31,
 2017 2016 
2015 (1)
Other     
Assets under management, beginning of period$3,291
 $2,452
 $2,557
Inflows402
 998
 597
Outflows(485) (381) (394)
Net inflows (outflows)(83) 617
 203
Market appreciation (depreciation)330
 295
 (231)
Distributions(70) (73) (77)
Total increase (decrease)177
 839
 (105)
Assets under management, end of period$3,468
 $3,291
 $2,452
Average assets under management$3,315
 $2,778
 $2,647
      
Total     
Assets under management, beginning of period$57,198
 $52,594
 $53,137
Inflows13,665
 16,004
 10,990
Outflows(9,808) (9,333) (8,333)
Net inflows (outflows)3,857
 6,671
 2,657
Market appreciation (depreciation)5,763
 3,098
 1,217
Distributions(4,712) (5,165) (4,417)
Total increase (decrease)4,908
 4,604
 (543)
Assets under management, end of period$62,106
 $57,198
 $52,594
Average assets under management$60,312
 $56,369
 $52,722
_________________________
(1)December 31, 2015 amounts have been reclassified to show distributions separately and dividend reinvestments as inflows.


















20

Investment Performance as of December 31, 2017
_________________________
(1)Past performance is no guarantee of future results. Outperformance is determined by annualized investment performance of all accounts in each investment strategy measured gross of fees and net of withholding taxes in comparison to the performance of each account’s reference benchmark measured net of withholding taxes, where applicable. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.
(2)© 2018 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar calculates its ratings based on a risk-adjusted return measure that accounts for variation in a fund’s monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive two stars and the bottom 10% receive one star. Past performance is no guarantee of future results. Based on independent rating by Morningstar, Inc. of investment performance of each Cohen & Steers-sponsored open-end U.S.-registered mutual fund for all share classes for the overall period as of December 31, 2017. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating. Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.
Overview
Assets under management were $62.1 billion at December 31, 2017, an increase of 9% from $57.2 billion at December 31, 2016 and an increase of 18% from $52.6 billion at December 31, 2015. The increase in assets under management during 2017 was due to net inflows of $3.9 billion and market appreciation of $5.8 billion, partially offset by distributions of $4.7 billion. Net inflows in 2017 included $2.5 billion into preferred securities, $496 million into global listed infrastructure and $462 million into U.S. real estate. Market appreciation in 2017 included $1.9 billion from U.S. real estate, $1.5 billion from global/international real estate, $1.1 billion from preferred securities and $935 million from global listed infrastructure. Distributions in 2017 included $3.7 billion from U.S. real estate and $540 million from preferred securities.
The increase in assets under management during 2016 was due to net inflows of $6.7 billion and market appreciation of $3.1 billion, partially offset by distributions of $5.2 billion. Net inflows in 2016 included $3.7 billion into U.S. real estate and $2.3 billion into preferred securities. Market appreciation in 2016 included $1.7 billion from U.S. real estate, $428 million


21

from global listed infrastructure and $365 million from preferred securities. Distributions in 2016 included $4.2 billion from U.S. real estate.
Average assets under management were $60.3 billion for the year ended December 31, 2017, an increase of 7% from $56.4 billion for the year ended December 31, 2016 and an increase of 14% from $52.7 billion for the year ended December 31, 2015.
Institutional accounts
Assets under management in institutional accounts, which represented 47% of total assets under management, were $29.4 billion at December 31, 2017, compared with $28.7 billion at December 31, 2016 and $26.1 billion at December 31, 2015. The increase in institutional assets under management during 2017 was due to market appreciation of $2.9 billion and net inflows of $696 million, partially offset by distributions of $3.0 billion. Net inflows in 2017 included $558 million into preferred securities and $448 million into global listed infrastructure, partially offset by net outflows of $379 million from U.S. real estate. Market appreciation in 2017 included $1.2 billion from global/international real estate, $863 million from U.S. real estate and $467 million from global listed infrastructure. Distributions in 2017 included $2.8 billion from U.S. real estate.
The increase in institutional assets under management during 2016 was due to net inflows of $4.0 billion and market appreciation of $1.6 billion, partially offset by distributions of $3.0 billion. Net inflows in 2016 included $2.4 billion into U.S. real estate, $775 million into real assets multi-strategy (included in “Other” in the table above) and $428 million into preferred securities. Market appreciation in 2016 included $924 million from U.S. real estate, $306 million from global/international real estate and $167 million from global listed infrastructure. Distributions in 2016 included $3.0 billion from U.S. real estate.
Average assets under management for institutional accounts were $29.3 billion for the year ended December 31, 2017, an increase of 4% from $28.1 billion for the year ended December 31, 2016 and an increase of 13% from $25.9 billion for the year ended December 31, 2015.
Assets under management in Japan subadvised accounts, which represented 39% of institutional assets under management, were $11.5 billion at December 31, 2017, compared with $13.7 billion at December 31, 2016 and $13.1 billion at December 31, 2015. The decrease in Japan subadvised assets under management during 2017 was due to net outflows of $134 million and distributions of $3.0 billion, partially offset by market appreciation of $911 million. Net outflows in 2017 included $63 million from global/international real estate and $27 million from preferred securities. Market appreciation in 2017 included $594 million from U.S. real estate and $254 million from global/international real estate. Distributions in 2017 included $2.8 billion from U.S. real estate.
The increase in Japan subadvised assets under management during 2016 was due to net inflows of $2.8 billion and market appreciation of $818 million, partially offset by distributions of $3.0 billion, all of which were primarily from U.S. real estate.
Average assets under management for Japan subadvised accounts were $12.8 billion for the year ended December 31, 2017, a decrease of 6% from $13.6 billion for the year ended December 31, 2016, and a decrease of 1% from $13.0 billion for the year ended December 31, 2015.
Assets under management in institutional subadvised accounts excluding Japan, which represented 22% of institutional assets under management, were $6.6 billion at December 31, 2017, compared with $5.9 billion at December 31, 2016 and $5.4 billion at December 31, 2015. The increase in institutional subadvised accounts excluding Japan assets under management during 2017 was due to market appreciation of $829 million, partially offset by net outflows of $124 million. Net outflows in 2017 included $227 million from large cap value (which is included in “Other” in the table above), partially offset by net inflows of $178 million from global/international real estate. Market appreciation in 2017 included $434 million from global/international real estate and $221 million from global listed infrastructure.
The increase in institutional subadvised accounts excluding Japan assets under management during 2016 was due to net inflows of $111 million and market appreciation of $353 million. Net inflows in 2016 included $201 million from global/international real estate, and $106 million from global listed infrastructure, partially offset by net outflows of $140 million from U.S. real estate. Market appreciation in 2016 included $91 million from global/international real estate, $77 million from global listed infrastructure, $69 million from large cap value and $63 million from commodities (both of which are included in “Other” in the table above).


22

Average assets under management for institutional subadvised accounts excluding Japan were $6.3 billion for the year ended December 31, 2017, an increase of 5% from $6.0 billion for the year ended December 31, 2016, and an increase of 13% from $5.5 billion for the year ended December 31, 2015.
Assets under management in institutional advised accounts, which represented 39% of institutional assets under management, were $11.3 billion at December 31, 2017, compared with $9.1 billion at December 31, 2016 and $7.6 billion at December 31, 2015. The increase in institutional advised accounts assets under management during 2017 was primarily due to market appreciation of $1.1 billion and net inflows of $1.0 billion. Net inflows in 2017 included $565 million into global listed infrastructure and $559 million into preferred securities, partially offset by net outflows of $281 million from U.S. real estate. Market appreciation included $485 million from global/international real estate, $241 million from global listed infrastructure and $204 million from U.S. real estate.
The increase in assets under management for institutional advised accounts during 2016 was due to net inflows of $1.0 billion and market appreciation of $456 million. Net inflows in 2016 included $775 million into real assets multi-strategy (included in “Other” in the table above) and $321 million into global listed infrastructure. Market appreciation included $265 million from global/international real estate and $79 million from global listed infrastructure.
Average assets under management for institutional advised accounts were $10.3 billion for the year ended December 31, 2017, an increase of 21% from $8.5 billion for the year ended December 31, 2016, and an increase of 39% from $7.4 billion for the year ended December 31, 2015.
Open-end funds
Assets under management in open-end funds, which represented 38% of total assets under management, were $23.3 billion at December 31, 2017, compared with $19.6 billion at December 31, 2016 and $17.5 billion at December 31, 2015. The increase in assets under management in open-end funds during 2017 was primarily due to net inflows of $3.2 billion and market appreciation of $1.9 billion, partially offset by distributions of $1.2 billion. Net inflows in 2017 included $2.0 billion into preferred securities and $842 million into U.S. real estate. Market appreciation in 2017 included $816 million from U.S. real estate and $769 million from preferred securities. Distributions included $679 million from U.S. real estate and $416 million from preferred securities.
The increase in assets under management in open-end funds during 2016 was due to net inflows of $2.8 billion and market appreciation of $917 million, partially offset by distributions of $1.6 billion. Net inflows in 2016 included $1.8 billion into preferred securities and $1.3 billion into U.S. real estate, partially offset by net outflows of $383 million from global/international real estate. Market appreciation in 2016 included $594 million from U.S. real estate and $216 million from preferred securities. Distributions included $1.2 billion from U.S. real estate.
Average assets under management for open-end funds were $21.6 billion for the year ended December 31, 2017, an increase of 13% from $19.2 billion for the year ended December 31, 2016 and an increase of 25% from $17.3 billion for the year ended December 31, 2015.
Closed-end funds
Assets under management in closed-end funds, which represented 15% of total assets under management, were $9.4 billion at December 31, 2017, compared with $9.0 billion at both December 31, 2016 and 2015. The increase in closed-end funds assets under management during 2017 was primarily due to market appreciation of $949 million, partially offset by distributions of $506 million.
Average assets under management for closed-end funds were $9.3 billion for the year ended December 31, 2017, an increase of 3% from $9.1 billion for the year ended December 31, 2016 and a decrease of 3% from $9.6 billion for the year ended December 31, 2015.



23

Results of Operations
(in thousands, except per share data and percentages)Year Ended December 31,
 2017 2016 2015
U.S. GAAP     
Revenue$378,194
 $349,876
 $328,655
Expenses$223,448
 $214,365
 $201,106
Operating income$154,746
 $135,511
 $127,549
Operating margin40.9% 38.7% 38.8%
Non-operating income (loss)$5,654
 $7,892
 $(14,805)
Net income attributable to common stockholders$91,939
 $92,936
 $64,551
Diluted earnings per share$1.96
 $2.00
 $1.41
      
As Adjusted (1)
     
Net income attributable to common stockholders$97,037
 $86,109
 $78,694
Diluted earnings per share$2.07
 $1.85
 $1.71
_________________________
(1)The “As Adjusted” amounts represent non-GAAP financial measures. Please refer to the “Non-GAAP Reconciliation” on pages 28-29 for a reconciliation to the most directly comparable U.S. GAAP financial measures.
U.S. GAAP
2017 Compared with 2016
Revenue
Total revenue increased 8% to $378.2 million for the year ended December 31, 2017 from $349.9 million for the year ended December 31, 2016. This increase was primarily attributable to higher investment advisory and administration fees of $27.2 million due to higher average assets under management in all three investment vehicles.
For the year ended December 31, 2017:
Total investment advisory fees from institutional accounts increased 9% to $101.9 million from $93.2 million for the year ended December 31, 2016. Total investment advisory fees compared with average assets under management in institutional accounts implied an annual effective fee rate of 34.7 bps and 33.2 bps92.1% for the years ended December 31, 20172021, 2020 and 2016, respectively.
Total investment advisory and administration fees from open-end funds increased 11% to $165.9 million from $149.9 million for the year ended December 31, 2016. Total investment advisory and administration fees compared with average assets under management in open-end funds implied an annual effective fee rate of 76.7 bps and 78.2 bps for the years ended December 31, 2017 and 2016, respectively.
Total investment advisory and administration fees from closed-end funds increased 3% to $79.0 million from $76.6 million for the year ended December 31, 2016. Total investment advisory and administration fees compared with average assets under management in closed-end funds implied an annual effective fee rate of 84.6 bps and 84.1 bps for the years ended December 31, 2017 and 2016, respectively.
A majority of our revenue, approximately 92% and 91% for the years ended December 31, 2017 and 2016,2019, respectively, was derived from investment advisory and administration fees for providing asset management services to institutional accounts as well as open-end funds and closed-end funds sponsored by the Company.
ExpensesCOVID-19
Total operating expenses increased 4%We are continuously managing and evaluating our strategy and response to $223.4 millionthe COVID-19 pandemic. Please refer to Part I - Item 1A Risk Factors for additional information regarding the effect on our business COVID-19 has had and may continue to have.

19

Assets Under Management
By Investment Vehicle
(in millions)
 Years Ended December 31,
202120202019
Institutional Accounts
Assets under management, beginning of period$33,255 $31,813 $27,148 
Inflows6,152 7,192 3,993 
Outflows(5,563)(4,418)(4,908)
Net inflows (outflows)589 2,774 (915)
Market appreciation (depreciation)10,041 53 6,873 
Distributions(1,184)(1,385)(1,306)
Transfers26 — 13 
Total increase (decrease)9,472 1,442 4,665 
Assets under management, end of period$42,727 $33,255 $31,813 
Percentage of total assets under management40.1 %41.6 %44.1 %
Average assets under management$38,906 $29,883 $30,301 
Open-end Funds
Assets under management, beginning of period$35,160 $30,725 $22,295 
Inflows19,542 17,556 12,484 
Outflows(10,765)(12,135)(7,745)
Net inflows (outflows)8,777 5,421 4,739 
Market appreciation (depreciation)8,936 405 5,881 
Distributions(1,936)(1,391)(2,177)
Transfers(26)— (13)
Total increase (decrease)15,751 4,435 8,430 
Assets under management, end of period$50,911 $35,160 $30,725 
Percentage of total assets under management47.7 %44.0 %42.6 %
Average assets under management$42,991 $30,152 $27,595 
Closed-end Funds
Assets under management, beginning of period$11,493 $9,644 $8,410 
Inflows206 2,652 5 
Outflows(119)(89)(80)
Net inflows (outflows)87 2,563 (75)
Market appreciation (depreciation)2,033 (197)1,823 
Distributions(622)(517)(514)
Total increase (decrease)1,498 1,849 1,234 
Assets under management, end of period$12,991 $11,493 $9,644 
Percentage of total assets under management12.2 %14.4 %13.4 %
Average assets under management$12,317 $9,140 $9,381 
Total
Assets under management, beginning of period$79,908 $72,182 $57,853 
Inflows25,900 27,400 16,482 
Outflows(16,447)(16,642)(12,733)
Net inflows (outflows)9,453 10,758 3,749 
Market appreciation (depreciation)21,010 261 14,577 
Distributions(3,742)(3,293)(3,997)
Total increase (decrease)26,721 7,726 14,329 
Assets under management, end of period$106,629 $79,908 $72,182 
Average assets under management$94,214 $69,175 $67,277 

20

Assets Under Management - Institutional Accounts
By Account Type
(in millions)
Years Ended December 31,
202120202019
Advisory
Assets under management, beginning of period$17,628 $15,669 $12,065 
Inflows4,891 4,324 1,918 
Outflows(2,945)(2,771)(1,351)
Net inflows (outflows)1,946 1,553 567 
Market appreciation (depreciation)4,999 406 3,032 
Transfers26 — 5 
Total increase (decrease)6,971 1,959 3,604 
Assets under management, end of period$24,599 $17,628 $15,669 
Percentage of institutional assets under management57.6 %53.0 %49.3 %
Average assets under management$22,092 $15,650 $14,752 
Japan Subadvisory
Assets under management, beginning of period$9,720 $10,323 $9,288 
Inflows305 1,601 942 
Outflows(1,075)(626)(1,076)
Net inflows (outflows)(770)975 (134)
Market appreciation (depreciation)3,563 (193)2,475 
Distributions(1,184)(1,385)(1,306)
Total increase (decrease)1,609 (603)1,035 
Assets under management, end of period$11,329 $9,720 $10,323 
Percentage of institutional assets under management26.5 %29.2 %32.4 %
Average assets under management$10,335 $9,014 $9,954 
Subadvisory Excluding Japan
Assets under management, beginning of period$5,907 $5,821 $5,795 
Inflows956 1,267 1,133 
Outflows(1,543)(1,021)(2,481)
Net inflows (outflows)(587)246 (1,348)
Market appreciation (depreciation)1,479 (160)1,366 
Transfers— — 8 
Total increase (decrease)892 86 26 
Assets under management, end of period$6,799 $5,907 $5,821 
Percentage of institutional assets under management15.9 %17.8 %18.3 %
Average assets under management$6,479 $5,219 $5,595 
Total Institutional Accounts
Assets under management, beginning of period$33,255 $31,813 $27,148 
Inflows6,152 7,192 3,993 
Outflows(5,563)(4,418)(4,908)
Net inflows (outflows)589 2,774 (915)
Market appreciation (depreciation)10,041 53 6,873 
Distributions(1,184)(1,385)(1,306)
Transfers26 — 13 
Total increase (decrease)9,472 1,442 4,665 
Assets under management, end of period$42,727 $33,255 $31,813 
Average assets under management$38,906 $29,883 $30,301 


21

Assets Under Management
By Investment Strategy
(in millions)
Years Ended December 31,
202120202019
U.S. Real Estate
Assets under management, beginning of period$32,827 $31,024 $24,627 
Inflows11,538 11,114 7,298 
Outflows(6,499)(6,478)(5,363)
Net inflows (outflows)5,039 4,636 1,935 
Market appreciation (depreciation)14,417 (574)7,346 
Distributions(2,294)(2,282)(2,886)
Transfers(74)23 2 
Total increase (decrease)17,088 1,803 6,397 
Assets under management, end of period$49,915 $32,827 $31,024 
Percentage of total assets under management46.8 %41.1 %43.0 %
Average assets under management$41,315 $28,972 $29,117 
Preferred Securities
Assets under management, beginning of period$23,185 $17,581 $13,068 
Inflows8,802 10,979 5,726 
Outflows(5,053)(5,828)(3,041)
Net inflows (outflows)3,749 5,151 2,685 
Market appreciation (depreciation)964 1,172 2,406 
Distributions(985)(696)(597)
Transfers74 (23)19 
Total increase (decrease)3,802 5,604 4,513 
Assets under management, end of period$26,987 $23,185 $17,581 
Percentage of total assets under management25.3 %29.0 %24.4 %
Average assets under management$25,262 $18,278 $15,702 
Global/International Real Estate
Assets under management, beginning of period$15,214 $13,509 $11,047 
Inflows3,263 4,122 2,541 
Outflows(2,833)(2,436)(2,714)
Net inflows (outflows)430 1,686 (173)
Market appreciation (depreciation)3,933 102 2,887 
Distributions(197)(83)(252)
Total increase (decrease)4,166 1,705 2,462 
Assets under management, end of period$19,380 $15,214 $13,509 
Percentage of total assets under management18.2 %19.0 %18.7 %
Average assets under management$17,688 $13,193 $12,718 










22

Assets Under Management
By Investment Strategy - continued
(in millions)
Years Ended December 31,
202120202019
Global Listed Infrastructure
Assets under management, beginning of period$6,729 $8,076 $6,517 
Inflows1,751 997 713 
Outflows(765)(1,722)(699)
Net inflows (outflows)986 (725)14 
Market appreciation (depreciation)1,256 (423)1,520 
Distributions(208)(199)(201)
Transfers— — 226 
Total increase (decrease)2,034 (1,347)1,559 
Assets under management, end of period$8,763 $6,729 $8,076 
Percentage of total assets under management8.2 %8.4 %11.2 %
Average assets under management$7,970 $6,972 $7,455 
Other
Assets under management, beginning of period$1,953 $1,992 $2,594 
Inflows546 188 204 
Outflows(1,297)(178)(916)
Net inflows (outflows)(751)10 (712)
Market appreciation (depreciation)440 (16)418 
Distributions(58)(33)(61)
Transfers— — (247)
Total increase (decrease)(369)(39)(602)
Assets under management, end of period$1,584 $1,953 $1,992 
Percentage of total assets under management1.5 %2.4 %2.8 %
Average assets under management$1,979 $1,760 $2,285 
Total
Assets under management, beginning of period$79,908 $72,182 $57,853 
Inflows25,900 27,400 16,482 
Outflows(16,447)(16,642)(12,733)
Net inflows (outflows)9,453 10,758 3,749 
Market appreciation (depreciation)21,010 261 14,577 
Distributions(3,742)(3,293)(3,997)
Total increase (decrease)26,721 7,726 14,329 
Assets under management, end of period$106,629 $79,908 $72,182 
Average assets under management$94,214 $69,175 $67,277 








23

Investment Performance as of December 31, 2021

cns-20211231_g1.jpg
_________________________
(1)    Past performance is no guarantee of future results. Outperformance is determined by comparing the annualized investment performance of each investment strategy to the performance of specified reference benchmarks. Investment performance in excess of the performance of the benchmark is considered outperformance. The investment performance calculation of each investment strategy is based on all active accounts and investment models pursuing similar investment objectives. For accounts, actual investment performance is measured gross of fees and net of withholding taxes. For investment models, for which actual investment performance does not exist, the investment performance of a composite of accounts pursuing comparable investment objectives is used as a proxy for actual investment performance. The performance of the specified reference benchmark for each account and investment model is measured net of withholding taxes, where applicable. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.
(2)    © 2022 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar calculates its ratings based on a risk-adjusted return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive two stars and the bottom 10% receive one star. Past performance is no guarantee of future results. Based on independent rating by Morningstar, Inc. of investment performance of each Cohen & Steers-sponsored open-end U.S.-registered mutual fund for all share classes for the year ended overall period at December 30, 2021. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating. Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.
Changes in Assets Under Management - 2021 Compared with 2020
Assets under management at December 31, 20172021 increased 33.4% to $106.6 billion from $214.4 million for the year ended $79.9 billion at December 31, 2016, primarily2020. The increase was due to an increasenet inflows of $8.5$9.5 billion and market appreciation of $21.0 billion, partially offset by distributions of $3.7 billion. Net inflows included $5.0 billion into U.S. real estate and $3.7 billion into preferred securities. Market appreciation included $14.4 billion from U.S. real estate and $3.9 billion from global/international real estate. Distributions included $2.3 billion from U.S. real estate and $985 million in employee compensation and benefits.
Employee compensation and benefits increased 7% to $124.1 millionfrom preferred securities. Our overall organic growth rate was 11.8% for the year ended December 31, 2017 from $115.6 million2021. The organic growth/decay rate represents the ratio of net flows for the year to the beginning assets under management.

24

Average assets under management for the year ended December 31, 2016. This2021 increased 36.2% to $94.2 billion from $69.2 billion for the year ended December 31, 2020.
Institutional accounts
Assets under management in institutional accounts at December 31, 2021, which represented 40.1% of total assets under management, increased 28.5% to $42.7 billion from $33.3 billion at December 31, 2020. The increase was due to net inflows of $589 million and market appreciation of $10.0 billion, partially offset by distributions of $1.2 billion. Net inflows included $802 million into U.S. real estate and $603 million into global listed infrastructure, partially offset by net outflows of $1.0 billion from real assets multi-strategy (included in "Other" in the table on pages 22 and 23). Market appreciation included $5.6 billion from U.S. real estate and $3.5 billion from global/international real estate. Distributions included $1.1 billion from U.S. real estate. Our organic growth rate for institutional accounts was 1.8% for the year ended December 31, 2021.
Average assets under management for institutional accounts for the year ended December 31, 2021 increased 30.2% to $38.9 billion from $29.9 billion for the year ended December 31, 2020.
Assets under management in advisory accounts at December 31, 2021, which represented 57.6% of institutional assets under management, increased 39.5% to $24.6 billion from $17.6 billion at December 31, 2020. The increase was due to net inflows of $1.9 billion and market appreciation of $5.0 billion. Net inflows included $1.5 billion into U.S. real estate, $746 million into global listed infrastructure and $599 million into preferred securities, partially offset by net outflows of $1.0 billion from real assets multi-strategy (included in "Other" in the table on pages 22 and 23). Market appreciation included $2.3 billion from U.S. real estate and $1.9 billion from global/international real estate. Our organic growth rate for advisory accounts was 11.0% for the year ended December 31, 2021.
Average assets under management for advisory accounts for the year ended December 31, 2021 increased 41.2% to $22.1 billion from $15.7 billion for the year ended December 31, 2020.
Assets under management in Japan subadvisory accounts at December 31, 2021, which represented 26.5% of institutional assets under management, increased 16.6% to $11.3 billion from $9.7 billion at December 31, 2020. The increase was due to market appreciation of $3.6 billion, partially offset by net outflows of $770 million and distributions of $1.2 billion. Net outflows included $554 million from U.S. real estate. Market appreciation included $2.9 billion from U.S. real estate and $636 million from global/international real estate. Distributions included $1.1 billion from U.S. real estate. Our organic decay rate for Japan subadvisory accounts was (7.9%) for the year ended December 31, 2021.
Average assets under management for Japan subadvisory accounts for the year ended December 31, 2021 increased 14.7% to $10.3 billion from $9.0 billion for the year ended December 31, 2020.
Assets under management in subadvisory accounts excluding Japan at December 31, 2021, which represented 15.9% of institutional assets under management, increased 15.1% to $6.8 billion from $5.9 billion at December 31, 2020. The increase was due to market appreciation of $1.5 billion, partially offset by net outflows of $587 million. Net outflows included $374 million from global/international real estate and $137 million from global listed infrastructure. Market appreciation included $938 million from global/international real estate and $342 million from U.S. real estate. Our organic decay rate for subadvisory accounts excluding Japan was (9.9%) for the year ended December 31, 2021.
Average assets under management for subadvisory accounts excluding Japan for the year ended December 31, 2021 increased 24.1% to $6.5 billion from $5.2 billion for the year ended December 31, 2020.
Open-end funds
Assets under management in open-end funds at December 31, 2021, which represented 47.7% of total assets under management, increased 44.8% to $50.9 billion from $35.2 billion at December 31, 2020. The increase was due to net inflows of $8.8 billion and market appreciation of $8.9 billion, partially offset by distributions of $1.9 billion. Net inflows included $4.2 billion into U.S. real estate and $3.3 billion into preferred securities. Market appreciation included $7.8 million from U.S. real estate. Distributions included $1.0 billion from U.S. real estate ($935 million of which was reinvested and included in net inflows) and $762 million from preferred securities ($575 million of which was reinvested and included in net inflows). Our organic growth rate for open-end funds was 25.0% for the year ended December 31, 2021.
Average assets under management for open-end funds for the year ended December 31, 2021 increased 42.6% to $43.0 billion from $30.2 billion for the year ended December 31, 2020.

25

Closed-end funds
Assets under management in closed-end funds at December 31, 2021, which represented 12.2% of total assets under management, increased 13.0% to $13.0 billion from $11.5 billion at December 31, 2020. The increase was primarily due to market appreciation of $2.0 billion, partially offset by distributions of $622 million. Our organic growth rate for closed-end funds was 0.8% for the year ended December 31, 2021.
Average assets under management for closed-end funds for the year ended December 31, 2021 increased 34.8% to $12.3 billion from $9.1 billion for the year ended December 31, 2020.
Changes in Assets Under Management - 2020 Compared with 2019
Assets under management at December 31, 2020 increased 10.7% to $79.9 billion from $72.2 billion at December 31, 2019. The increase was due to net inflows of $10.8 billion and market appreciation of $261 million, which recovered from $15.3 billion of market depreciation in the first quarter of 2020, partially offset by distributions of $3.3 billion. Net inflows included $5.2 billion into preferred securities and $4.6 billion into U.S. real estate. Market appreciation included $1.2 billion from preferred securities, partially offset by market depreciation of $574 million from U.S. real estate and $423 million from global listed infrastructure. Distributions included $2.3 billion from U.S. real estate and $696 million from preferred securities. Our overall organic growth rate was 14.9% for the year ended December 31, 2020.
Average assets under management for the year ended December 31, 2020 increased 2.8% to $69.2 billion from $67.3 billion for the year ended December 31, 2019.
Institutional accounts
Assets under management in institutional accounts at December 31, 2020, which represented 41.6% of total assets under management, increased 4.5% to $33.3 billion from $31.8 billion at December 31, 2019. The increase was due to net inflows of $2.8 billion and market appreciation of $53 million, partially offset by distributions of $1.4 billion. Net inflows included $1.9 billion into global/international real estate and $1.6 billion into U.S. real estate, partially offset by net outflows of $662 million from global listed infrastructure. Distributions included $1.4 billion from U.S. real estate. Our organic growth rate for institutional accounts was 8.7% for the year ended December 31, 2020.
Average assets under management for institutional accounts for the year ended December 31, 2020 decreased 1.4% to $29.9 billion from $30.3 billion for the year ended December 31, 2019.
Assets under management in advisory accounts at December 31, 2020, which represented 53.0% of institutional assets under management, increased 12.5% to $17.6 billion from $15.7 billion at December 31, 2019. The increase was due to net inflows of $1.6 billion and market appreciation of $406 million. Net inflows included $1.3 billion into global/international real estate and $699 million into U.S. real estate, partially offset by net outflows of $565 million from global listed infrastructure. Market appreciation included $265 million from global/international real estate and $196 million from preferred securities. Our organic growth rate for advisory accounts was 9.9% for the year ended December 31, 2020.
Average assets under management for advisory accounts for the year ended December 31, 2020 increased 6.1% to $15.7 billion from $14.8 billion for the year ended December 31, 2019.
Assets under management in Japan subadvisory accounts at December 31, 2020, which represented 29.2% of institutional assets under management, decreased 5.8% to $9.7 billion from $10.3 billion at December 31, 2019. The decrease was due to market depreciation of $193 million and distributions of $1.4 billion, partially offset by net inflows of $975 million. Net inflows included $913 million into U.S. real estate. Market depreciation included $237 million from U.S. real estate, partially offset by market appreciation of $41 million from global/international real estate. Distributions included $1.4 billion from U.S. real estate. Our organic growth rate for Japan subadvisory accounts was 9.4% for the year ended December 31, 2020.
Average assets under management for Japan subadvisory accounts for the year ended December 31, 2020 decreased 9.4% to $9.0 billion from $10.0 billion for the year ended December 31, 2019.
Assets under management in subadvisory accounts excluding Japan at December 31, 2020, which represented 17.8% of institutional assets under management, increased 1.5% to $5.9 billion from $5.8 billion at December 31, 2019. The increase was due to net inflows of $246 million, partially offset by market depreciation of $160 million. Net inflows included $368 million into global/international real estate, partially offset by net outflows of $90 million from global listed infrastructure.

26

Market depreciation included $109 million from global/international real estate. Our organic growth rate for subadvisory accounts excluding Japan was 4.2% for the year ended December 31, 2020.
Average assets under management for subadvisory accounts excluding Japan for the year ended December 31, 2020 decreased 6.7% to $5.2 billion from $5.6 billion for the year ended December 31, 2019.
Open-end funds
Assets under management in open-end funds at December 31, 2020, which represented 44.0% of total assets under management, increased 14.4% to $35.2 billion from $30.7 billion at December 31, 2019. The increase was due to net inflows of $5.4 billion and market appreciation of $405 million, partially offset by distributions of $1.4 billion. Net inflows included $3.0 billion into preferred securities and $2.5 billion into U.S. real estate. Market appreciation included $851 million from preferred securities, partially offset by market depreciation of $260 million from U.S. real estate, $95 million from global/international real estate and $81 million from global listed infrastructure. Distributions included $742 million from U.S. real estate ($631 million of which was reinvested and included in net inflows) and $578 million from preferred securities ($402 million of which was reinvested and included in net inflows). Our organic growth rate for open-end funds was 17.6% for the year ended December 31, 2020.
Average assets under management for open-end funds for the year ended December 31, 2020 increased 9.3% to $30.2 billion from $27.6 billion for the year ended December 31, 2019.
Closed-end funds
Assets under management in closed-end funds at December 31, 2020, which represented 14.4% of total assets under management, increased 19.2% to $11.5 billion from $9.6 billion at December 31, 2019. The increase was due to net inflows of $2.6 billion, partially offset by market depreciation of $197 million and distributions of $517 million. Net inflows included $2.1 billion from the Company's initial public offering of the Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund (PTA) and $526 million from the Cohen & Steers Quality Income Realty Fund, Inc. (RQI) rights offering. Our organic growth rate for closed-end funds was 26.6% for the year ended December 31, 2020.
Average assets under management for closed-end funds for the year ended December 31, 2020 decreased 2.6% to $9.1 billion from $9.4 billion for the year ended December 31, 2019.

27

Summary of Operating Information
Years Ended December 31,
(in thousands, except percentages and per share data)202120202019
U.S. GAAP
Revenue$583,832 $427,536 $410,830 
Expenses (1)
$323,460 $332,479 $250,696 
Operating income$260,372 $95,057 $160,134 
Non-operating income (loss)$21,572 $(1,670)$27,415 
Net income attributable to common stockholders$211,396 $76,584 $134,621 
Diluted earnings per share$4.31 $1.57 $2.79 
Operating margin44.6 %22.2 %39.0 %
As Adjusted (2)
Net income attributable to common stockholders$197,947 $125,291 $124,360 
Diluted earnings per share$4.03 $2.57 $2.57 
Operating margin46.0 %39.6 %39.6 %
_________________________
(1)    Included expenses of $60.6 million associated with the initial public offering of PTA for the year ended December 31, 2020.
(2)    Please refer to pages 33-34 for reconciliations of U.S. GAAP to as adjusted results.
U.S. GAAP
2021 Compared with 2020
Revenue
Years Ended December 31,
(in thousands)20212020$ Change% Change
Open-end funds$288,359 $201,135 $87,224 43.4 %
Institutional accounts146,345 115,876 30,469 26.3 %
Closed-end funds108,840 78,026 30,814 39.5 %
Investment advisory and administration fees543,544 395,037 148,507 37.6 %
Distribution and service fees37,630 30,134 7,496 24.9 %
Other2,658 2,365 293 12.4 %
Total revenue$583,832 $427,536 $156,296 36.6 %
Total investment advisory and administration revenue from open-end funds for the year ended December 31, 2021 increased primarily due to higher average assets under management. Total investment advisory and administration revenue compared with average assets under management implied an annual effective fee rate of 67.1 bps and 66.7 bps for the years ended December 31, 2021 and 2020, respectively.
Total investment advisory revenue from institutional accounts for the year ended December 31, 2021 increased primarily due to higher average assets under management, partially offset by lower performance fees. Total investment advisory revenue compared with average assets under management implied an annual effective fee rate of 37.6 bps and 38.8 bps for the years ended December 31, 2021 and 2020, respectively. The decrease in the implied annual effective fee rate was primarily due to lower performance fees for the year ended December 31, 2021. Excluding the performance fees of $5.6 million and $7.7 million, the implied annual effective fee rate would have been 36.2 bps for the years ended December 31, 2021 and 2020, respectively.
Total investment advisory and administration revenue from closed-end funds for the year ended December 31, 2021 increased primarily due to higher average assets under management. Total investment advisory and administration revenue compared with average assets under management implied an annual effective fee rate of 88.4 bps and 85.4 bps for the years ended December 31, 2021 and 2020, respectively. The increase in the implied annual effective fee rate was primarily due to the initial public offering of PTA in the fourth quarter of 2020.
Distribution and service fees for the year ended December 31, 2021 increased primarily due higher average assets under management in U.S. open-end funds.

28

Expenses
Years Ended December 31,
(in thousands)20212020$ Change% Change
Employee compensation and benefits$195,443 $156,457 $38,986 24.9 %
Distribution and service fees75,891 115,084 (39,193)(34.1)%
General and administrative48,034 56,286 (8,252)(14.7)%
Depreciation and amortization4,092 4,652 (560)(12.0)%
Total expenses$323,460 $332,479 $(9,019)(2.7)%

Employee compensation and benefits for the year ended December 31, 2021 increased primarily due to an increase in incentive compensation of approximately $4.7$24.8 million and salarieshigher accelerated vesting of approximately $3.2certain restricted stock units of $6.4 million.

Distribution and service fee expenses for the year ended December 31, 2020 included expenses of $57.8 million associated with the initial public offering of PTA. Excluding these expenses, distribution and service fees for the year ended December 31, 2021 increased $18.6 million primarily due to higher average assets under management in U.S. open-end funds.

24

General and administrative expenses for the year ended December 31, 2020 included expenses of $11.9 million associated with the RQI rights offering. Excluding these expenses, general and administrative expenses for the year ended December 31, 2021 increased $3.6 million primarily due to higher recruitment fees of $1.7 million and higher information technology related expenses of $1.2 million.
Operating Margin
Operating margin for the year ended December 31, 2017 was 40.9%, compared with 38.7%2021 increased to 44.6% from 22.2% for the year ended December 31, 2016.
Non-operating Income
Non-operating income for the2020. The year ended December 31, 2017 was $5.72020 included costs associated with the initial public offering of PTA and the RQI rights offering noted above. Operating margin represents the ratio of operating income to revenue.
Non-operating Income (Loss)
Years Ended December 31,
20212020
(in thousands)
Seed Investments (1)
OtherTotal
Seed Investments (1)
OtherTotal
Interest and dividend income—net$2,818 $59 $2,877 $2,358 $1,004 $3,362 
Gain (loss) from investments—net18,710 74 18,784 (4,116)— (4,116)
Foreign currency gain (loss)—net330 (419)(89)(399)(517)(916)
Total non-operating income (loss)$21,858 $(286)$21,572 $(2,157)$487 $(1,670)
_________________________
(1)    Seed investments included net income of $14.8 million compared with $7.9and net loss of $1.4 million attributable to third-party interests in consolidated Company-sponsored funds for the yearyears ended December 31, 2016. The change was primarily due to lower net realized2021 and unrealized gains on our seed investments of approximately $3.0 million and net losses associated with forward currency contracts used to hedge certain non-U.S. dollar investment advisory fees receivable of $973,000, partially offset by an increase in interest and dividend income from our seed investments and corporate cash of approximately $2.2 million. Non-operating income for the year ended December 31, 2017 included net income attributable to redeemable noncontrolling interest of $547,000, compared with net loss attributable to redeemable noncontrolling interest of $126,000 for the year ended December 31, 2016.2020, respectively.
Income Taxes
Years Ended December 31,
(in thousands, except percentages)20212020$ Change% Change
Income tax expense$55,790 $18,222 $37,568 206.2 %
Effective tax rate20.9 %19.2 %
On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was enacted. The Tax Act, among other things, imposed a one-time tax on deemed repatriated accumulated earnings and profits of our foreign subsidiaries, moved from the current system of worldwide taxation to a territorial system and reduced the statutory corporate tax rate to 21%. As a result of these changes, in the fourth quarter of 2017, the Company recorded a transition tax attributable to the shift in tax regimes and also remeasured its deferred and other tax balances using enacted tax rates that will be in effect when such items are expected to reverse.
Income tax expense was $67.9 million for the year ended December 31, 2017, compared with $50.6 million for the year ended December 31, 2016. The effective tax rate for the year ended December 31, 2017 was 42.5%, which2021 differed from the U.S. federal statutory rate of 21.0% primarily due to tax charges of approximately $8.4 million related to a transition tax on the deemed repatriation ofstate, local and foreign earnings and profits and approximately $4.3 million related to the remeasurement of deferred and other tax balances, partially offset by the release of certain tax reserves and other tax-related items aggregating to approximately $4.6 million.
Tax charges in connection with the enactment of the Tax Act discussed above may change due to, among other things, additional guidance that may be issued by the U.S. Department of the Treasury with respect to the Tax Act and revisions to the Company’s assumptions as further information and interpretations become available.
2016 Compared with 2015
Revenue
Total revenue increased 6% to $349.9 million for the year ended December 31, 2016 from $328.7 million for the year ended December 31, 2015. This increase was primarily attributable to higher investment advisory and administration fees of $15.9 million, due to higher average assets under management in institutional accounts and open-end funds.
For the year ended December 31, 2016:
Total investment advisory fees from institutional accounts increased 9% to $93.2 million from $85.5 million for the year ended December 31, 2015. Total investment advisory fees compared with average assets under management in institutional accounts implied an annual effective fee rate of 33.2 bps and 33.0 bps for the years ended December 31, 2016 and 2015, respectively.
Total investment advisory and administration fees from open-end funds increased 10% to $149.9 million from $136.9 million for the year ended December 31, 2015. Total investment advisory and administration fees compared with average assets under management in open-end funds implied an annual effective fee rate of 78.2 bps and 79.3 bps for the years ended December 31, 2016 and 2015, respectively.
Total investment advisory and administration fees from closed-end funds decreased 6% to $76.6 million from $81.4 million for the year ended December 31, 2015. Total investment advisory and administration fees compared with average assets under management in closed-end funds implied an annual effective fee rate of 84.1 bps and 84.9 bps for the years ended December 31, 2016 and 2015 respectively.
A majority of our revenue, approximately 91% and 92% for the years ended December 31, 2016 and 2015, respectively, was derived from investment advisory and administration fees for providing asset management services to institutional accountsincome taxes as well as open-end funds and closed-end funds sponsoredlimitations on the deductibility of executive compensation. These were offset by certain discrete tax items, the Company.


25

Expenses
Total operating expenses increased 7% to $214.4 million formost significant being the year ended December 31, 2016 from $201.1 million for the year ended December 31, 2015, primarily due to increasesreversal of $7.9 million in employee compensation andcertain liabilities associated with unrecognized tax benefits and $3.3 million in distribution and service fee expenses.
Employee compensation and benefits increased 7% to $115.6 million for the year ended December 31, 2016 from $107.7 million forappreciated value of the year ended December 31, 2015. This increase was primarily due to increases in incentive compensation of approximately $4.0 million, salaries of approximately $2.9 million, and higher production compensation of approximately $1.4 million, partially offset by lower amortization of restricted stock units of approximately $384,000.
Distribution and service fee expenses increased 9% to $39.6 million for the year ended December 31, 2016 from $36.3 million for the year ended December 31, 2015. The increase was primarily due to higher average assets under managementdelivered in U.S. no-load open-end funds.
Operating Margin
Operating margin for the year ended December 31, 2016 was 38.7%, compared with 38.8% for the year ended December 31, 2015
Non-operating Income
Non-operating income for the year ended December 31, 2016 was $7.9 million, compared with a non-operating loss of $14.8 million for the year ended December 31, 2015, which included an unrealized non-operating loss of $8.2 million on a seed investment that, due to third-party shareholder redemptions, was reclassified from available-for-sale investments to equity method investments. In addition, non-operating loss for the year ended December 31, 2015 included a $2.8 million other-than-temporary impairment. Non-operating income for the year ended December 31, 2016 included net loss attributable to redeemable noncontrolling interest of $126,000, compared with $214,000 for the year ended December 31, 2015.
Income Taxes
Income tax expense was $50.6 million for the year ended December 31, 2016, compared with $48.4 million for the year ended December 31, 2015.January 2021. The effective tax rate for the year ended December 31, 2016 was 35.3%, which2020 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign income taxes as well as limitations on the deductibility of executive compensation. These were more than offset by certain discrete tax items, the most significant being the appreciated value of the restricted stock units delivered in January 2020.


29

2020 Compared with 2019
Revenue
Years Ended December 31,
(in thousands)20202019$ Change% Change
Open-end funds$201,135 $187,730 $13,405 7.1 %
Institutional accounts115,876 110,346 5,530 5.0 %
Closed-end funds78,026 80,502 (2,476)(3.1)%
Investment advisory and administration fees395,037 378,578 16,459 4.3 %
Distribution and service fees30,134 30,048 86 0.3 %
Other2,365 2,204 161 7.3 %
Total revenue$427,536 $410,830 $16,706 4.1 %
Total investment advisory and administration revenue from open-end funds for the year ended December 31, 2020 increased primarily due to higher average assets under management. Total investment advisory and administration revenue compared with average assets under management implied an annual effective fee rate of 66.7 bps and 68.0 bps for the years ended December 31, 2020 and 2019, respectively. The decrease in the implied annual effective fee rate is primarily due to the releasefull year impact of a valuation allowance reduction of the investment advisory fee rate resulting from imposition of an expense cap effective July 1, 2019 by Cohen & Steers Realty Shares, Inc.
Total investment advisory revenue from institutional accounts for the year ended December 31, 2020 increased primarily due to higher performance fees from certain institutional accounts, partially offset by lower average assets under management. Total investment advisory revenue compared with average assets under management implied an annual effective fee rate of 38.8 bps and 36.4 bps for the years ended December 31, 2020 and 2019, respectively. The increase in the implied annual effective fee rate is primarily due to higher performance fees in 2020. Excluding the performance fees of $7.7 million and $1.0 million, the implied annual effective fee rate for the years ended December 31, 2020 and 2019, respectively, would have been 36.2 bps and 36.1bps.
Total investment advisory and administration revenue from closed-end funds for the year ended December 31, 2020 decreased primarily due to lower average assets under management. Total investment advisory and administration revenue compared with average assets under management implied an annual effective fee rate of 85.4 bps and 85.8 bps for the years ended December 31, 2020 and 2019, respectively.
Expenses
Years Ended December 31,
(in thousands)20202019$ Change% Change
Employee compensation and benefits$156,457 $143,431 $13,026 9.1 %
Distribution and service fees115,084 55,237 59,847 108.3 %
General and administrative56,286 47,632 8,654 18.2 %
Depreciation and amortization4,652 4,396 256 5.8 %
Total expenses$332,479 $250,696 $81,783 32.6 %
Employee compensation and benefits for the year ended December 31, 2020 increased primarily due to higher salaries of $3.7 million, an increase in incentive compensation of $3.4 million, an increase in severance expenses of $1.8 million, higher payroll taxes of $1.2 million and commissions of $1.1 million.
Distribution and service fees expense for the year ended December 31, 2020 increased primarily due to costs
associated with gains on the Company’s seedinitial public offering of PTA of $57.8 million.
General and administrative expenses for the year ended December 31, 2020 increased primarily due to costs associated with the RQI rights offering of $11.7 million, partially offset by lower travel and entertainment expenses of $3.3 million.
Operating Margin
Operating margin for the year ended December 31, 2020 decreased to 22.2% from 39.0% for the year ended December 31, 2019. The decrease was primarily due to costs associated with the initial public offering of PTA and the RQI rights offering for the year ended December 31, 2020 noted above.

30

Non-operating Income (Loss)
Years Ended December 31,
20202019
(in thousands)
Seed Investments (1)
OtherTotal
Seed Investments (1)
OtherTotal
Interest and dividend income—net$2,358 $1,004 $3,362 $3,052 $3,664 $6,716 
Gain (loss) from investments—net(4,116)— (4,116)21,673 — 21,673 
Foreign currency gain (loss)—net(399)(517)(916)381 (1,355)(974)
Total non-operating income (loss)$(2,157)$487 $(1,670)$25,106 $2,309 $27,415 
_________________________
(1)    Seed investments included net loss of $1.4 million and other tax-related items. net income of $12.4 million attributable to third-party interests in consolidated Company-sponsored funds for the years ended December 31, 2020 and 2019, respectively.
Income Taxes
Years Ended December 31,
(in thousands, except percentages)20202019$ Change% Change
Income tax expense$18,222 $40,565 $(22,343)(55.1)%
Effective tax rate19.2 %23.2 %
The effective tax rate for the year ended December 31, 2015 was 42.9%.
As Adjusted
The term “As Adjusted” is used2020 differed from the U.S. federal statutory rate of 21.0% primarily due to identify non-GAAP financial information instate, local and foreign income taxes as well as limitations on the discussion below. Please refer to the “Non-GAAP Reconciliation” on pages 28-29 for a reconciliation todeductibility of executive compensation. These were more than offset by certain discrete tax items, the most directly comparable U.S. GAAP financial measures.
2017 Compared with 2016
Revenue
Revenue, as adjusted, increased 8% to $378.5 millionsignificant being the appreciated value of the restricted stock units delivered in January 2020. The effective tax rate for the year ended December 31, 20172019 differed from $350.0 millionthe U.S. federal statutory rate of 21.0% primarily due to state, local and foreign income taxes. These were partially offset by certain discrete tax items, the most significant being the reversal of certain liabilities associated with unrecognized tax benefits and the appreciated value of restricted stock units delivered in January 2019, as well as the release of a portion of the valuation allowance associated with unrealized gains on the Company's seed investments.
As Adjusted
This section discusses as adjusted results. Please refer to pages 33-34 for reconciliations of U.S. GAAP to as adjusted results.
2021 Compared with 2020
Revenue
Revenue, as adjusted, for the year ended December 31, 2016. Revenue,2021 was $584.2 million, compared with $427.8 million as adjusted, excluded investment advisory and administration fees attributable to the consolidation of our seed investments.
Expenses
Total operating expenses, as adjusted, increased 5% to $223.8 million for the year ended December 31, 2017 from $212.3 million2020.
Revenue, as adjusted, excluded the consolidation of certain of our seed investments for both years.
Expenses
Expenses, as adjusted, for the year ended December 31, 2016. Total operating expenses,2021 were $315.4 million, compared with $258.4 million as adjusted, for the year ended December 31, 2020.
Expenses, as adjusted, excluded general and administrative expenses attributable to the following:
•The consolidation of certain of our seed investments employee compensation and benefitsfor both years;
•Amounts related to the accelerated vesting of certain restricted stock units due to retirements,for both years;
•Costs associated with the initial public offering of PTA for the year ended December 31, 2020;
•Costs associated with the RQI rights offering for the year ended December 31, 2020; and refunds of foreign withholding taxes
•Other non-recurring expenses for prior years.the year ended December 31, 2020.
Operating Margin
Operating margin, as adjusted, for the year ended December 31, 20172021 was 40.9%46.0%, compared with 39.3% for the year ended December 31, 2016.


26

Non-operating Income
Non-operating income, as adjusted, for both the years ended December 31, 2017 and 2016 was $1.2 million. Non-operating income, as adjusted, excluded amounts attributable to the consolidation of our seed investments and the results from our equity method and available-for-sale seed investments.
Income Taxes
Income tax expense,39.6% as adjusted, for the year ended December 31, 20172020.

31

Non-operating Income (Loss)
Non-operating loss, as adjusted, for the year ended December 31, 2021 was $58.8 million,$761,000, compared with $52.8non-operating income, as adjusted, of $1.4 million for the year ended December 31, 2016. 2020.
Non-operating income (loss), as adjusted, excluded the following for both years:
•Results from our seed investments; and
•Net foreign currency exchange gains and losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
Income Taxes
The effective tax rate, as adjusted, for the year ended December 31, 20172021 was 37.8%26.2%, compared with 38.0%26.7% as adjusted, for the year ended December 31, 2016. 2020.
The effective tax rate, as adjusted, excluded amounts attributable to the following for both years:
•Tax Act, the release of certaineffects associated with items noted above; and
•Discrete tax reserves, other tax-related items and the tax effects of other non-GAAP adjustments.items.
20162020 Compared with 20152019
Revenue
Revenue, as adjusted, increased 6% to $350.0 million for the year ended December 31, 2016 from $328.82020 was $427.8 million, compared with $410.4 million as adjusted, for the year ended December 31, 2015. 2019.
Revenue, as adjusted, excluded investment advisory and administration fees attributable to the consolidation of certain of our seed investments.investments for both years.
Expenses
Total operating expenses,Expenses, as adjusted, increased 6% to $212.3 million for the year ended December 31, 2016 from $201.12020 were $258.4 million, compared with $247.7 million as adjusted, for the year ended December 31, 2015. Total operating expenses,2019.
Expenses, as adjusted, excluded general and administrative expenses attributable to the following:
•The consolidation of certain of our seed investments and employee compensation and benefitsfor both years;
•Amounts related to the accelerated vesting of certain restricted stock units due to retirement.for both years;
•Costs associated with the initial public offering of PTA for the year ended December 31, 2020;
•Costs associated with the RQI rights offering for both years; and
•Other non-recurring expenses for the year ended December 31, 2020.
Operating Margin
Operating margin, as adjusted, was 39.6% for the yearboth years ended December 31, 2016 was 39.3% compared with 38.8% for the year ended December 31, 2015.2020 and 2019.
Non-operating Income (Loss)
Non-operating income, as adjusted, for the year ended December 31, 20162020 was $1.2$1.4 million, compared with non-operating loss, as adjusted, of $772,000 for the year ended December 31, 2015. Non-operating income (loss), as adjusted, excluded amounts attributable to the consolidation of our seed investments and the results from our equity method and available-for-sale seed investments.
Income Taxes
Income tax expense,$4.2 million as adjusted, for the year ended December 31, 2016 was $52.8 million, compared2019.
Non-operating income, as adjusted, excluded the following for both years:
•Results from our seed investments; and
•Net foreign currency exchange gains and losses associated with $48.2 million for the year ended December 31, 2015. U.S. dollar-denominated assets held by certain foreign subsidiaries.
Income Taxes
The effective tax rate, as adjusted, for both the yearsyear ended December 31, 2016 and 20152020 was 38%. 26.7%, compared with 25.5% as adjusted, for the year ended December 31, 2019.
The effective tax rate, as adjusted, excluded the following for both years:
•Tax effects associated with items noted above; and
•Discrete tax effects of other non-GAAP adjustments and other tax-related items.



2732


Non-GAAP Reconciliations of U.S. GAAP to As Adjusted Financial Results
Management believes that use of the following non-GAAPas adjusted (non-GAAP) financial measures enhances the evaluation of our results as they provideprovides greater transparency into ourthe Company’s operating performance. In addition, these non-GAAPas adjusted financial measuresresults are used to prepare ourthe Company's internal management reports andwhich are used by management in evaluating ourits business.
While we believe that this non-GAAPthese as adjusted financial information isresults are useful in evaluating our results and operating performance, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with U.S. GAAP.
Reconciliation of U.S. GAAP to As Adjusted Financial Results
Net Income Attributable to Common Stockholders and U.S. GAAPDiluted Earnings per Share to Net Income Attributable to Common Stockholders, As Adjusted and Earnings per Share, As Adjusted
(in thousands, except per share data)Year Ended December 31, 
 2017 2016 2015 
Net income attributable to common stockholders, U.S. GAAP$91,939
 $92,936
 $64,551
 
Accelerated vesting of restricted stock units (1)
522
 1,945
 —
 
Deconsolidation (2)
(2,350) (654) 2,136
 
Results from seed investments (3)
(1,124) (5,934) 11,833
 
General and administrative (4)
(1,018) —
 —
 
Tax adjustments (5)
9,068
 (2,184) 174
 
Net income attributable to common stockholders, as adjusted$97,037
 $86,109
 $78,694
 
       
Diluted weighted average shares outstanding46,979
 46,432
 45,897
 
Diluted earnings per share, U.S. GAAP$1.96
 $2.00
 $1.41
 
Accelerated vesting of restricted stock units (1)
0.01
 0.04
 —
 
Deconsolidation (2)
(0.05) (0.01) 0.05
 
Results from seed investments (3)
(0.02) (0.13) 0.25
 
General and administrative (4)
(0.02) —
 —
 
Tax adjustments (5)
0.19
 (0.05) —
*
Diluted earnings per share, as adjusted$2.07
 $1.85
 $1.71
 
Years Ended December 31,
(in thousands, except per share data)202120202019
Net income attributable to common stockholders, U.S. GAAP$211,396 $76,584 $134,621 
Seed investments (1)
(5,870)1,443 (11,858)
Accelerated vesting of restricted stock units7,197 774 1,344 
Initial public offering costs (2)
— 60,559 — 
Rights offering costs (3)
— 11,859 346 
Other non-recurring expenses (4)
— 500 — 
Foreign currency exchange (gains) losses—net (5)
(475)871 1,909 
Tax adjustments (6)
(14,301)(27,299)(2,002)
Net income attributable to common stockholders, as adjusted$197,947 $125,291 $124,360 
Diluted weighted average shares outstanding49,090 48,676 48,297 
Diluted earnings per share, U.S. GAAP$4.31 $1.57 $2.79 
Seed investments(0.12)0.03 (0.25)
Accelerated vesting of restricted stock units0.15 0.02 0.02 
Initial public offering costs— 1.24 — 
Rights offering costs— 0.24 0.01 
Other non-recurring expenses— 0.01 — 
Foreign currency exchange (gains) losses—net(0.01)0.02 0.04 
Tax adjustments(0.30)(0.56)(0.04)
Diluted earnings per share, as adjusted$4.03 $2.57 $2.57 
_________________________
*Amounts round to less than $0.01 per share.
(1)Represents amounts related to the accelerated vesting of certain restricted stock units due to retirements.
(2)Represents amounts related to the deconsolidation of seed investments in Company-sponsored funds.
(3)Represents dividend income and realized gains (losses) on the Company’s seed investments classified as available-for-sale and the Company’s proportionate share of the results of operations of seed investments classified as equity method investments, including realized and unrealized gains (losses).
(4)Represents refund of foreign withholding taxes.
(5)Tax adjustments include the following:
(1)    Represents amounts related to the deconsolidation of seed investments in Company-sponsored funds as well as non-operating (income) loss from seed investments that were not consolidated.
Transition tax$8,432
 $—
 $—
Remeasurement of deferred and other tax balances4,300
 —
 —
Tax reserves(3,772) (675) (234)
Other tax-related items(780) (547)
(26)
Tax-effect of non-GAAP adjustments888
 (962) 434
Total tax adjustments$9,068
 $(2,184) $174
(2)    Represents costs associated with the initial public offering of PTA. Costs are summarized in the following table:
Years Ended December 31,
(in thousands)202120202019
Employee compensation and benefits$— $1,317 $— 
Distribution and service fees— 57,818 — 
General and administrative— 1,424 — 
Initial public offering costs$— $60,559 $— 

(3)     Represents costs associated with the RQI rights offering, which were recorded in general and administrative expense.

(4)     Represents non-recurring expenses, which were recorded in distribution and service fees.

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

(6)    Tax adjustments are summarized in the following table:
Years Ended December 31,
(in thousands)202120202019
Exclusion of tax effects associated with items noted above$(2,262)$(17,119)$38 
Exclusion of discrete tax items(12,039)(10,180)(2,040)
Total tax adjustments$(14,301)$(27,299)$(2,002)




2833


Reconciliation of U.S. GAAP to As Adjusted Financial Results
Revenue, Expenses, Operating Income and U.S. GAAP Operating Margin
Years Ended December 31,
(in thousands, except percentages)202120202019
Revenue, U.S. GAAP$583,832 $427,536 $410,830 
Seed investments (1)
411 281 (438)
Revenue, as adjusted$584,243 $427,817 $410,392 
Expenses, U.S. GAAP$323,460 $332,479 $250,696 
Seed investments (1)
(819)(424)(1,323)
Accelerated vesting of restricted stock units(7,197)(774)(1,344)
Initial public offering costs (2)
— (60,559)— 
Rights offering costs (3)
— (11,859)(346)
Other non-recurring expenses (4)
— (500)— 
Expenses, as adjusted$315,444 $258,363 $247,683 
Operating income, U.S. GAAP$260,372 $95,057 $160,134 
Seed investments (1)
1,230 705 885 
Accelerated vesting of restricted stock units7,197 774 1,344 
Initial public offering costs (2)
— 60,559 — 
Rights offering costs (3)
— 11,859 346 
Other non-recurring expenses (4)
— 500 — 
Operating income, as adjusted$268,799 $169,454 $162,709 
Operating margin, U.S. GAAP44.6 %22.2 %39.0 %
Operating margin, as adjusted46.0 %39.6 %39.6 %
_________________________
(1)    Represents amounts related to Operating Income, As Adjustedthe deconsolidation of seed investments in Company-sponsored funds.
(2)    Represents costs associated with the initial public offering of PTA. Costs are summarized in the following table:
Years Ended December 31,
(in thousands)202120202019
Employee compensation and benefits$— $1,317 $— 
Distribution and service fees— 57,818 — 
General and administrative— 1,424 — 
Initial public offering costs$— $60,559 $— 
(3)     Represents costs associated with the RQI rights offering, which were recorded in general and Operating Margin, As Adjustedadministrative expense.
(in thousands, except percentages)Year Ended December 31,
 2017 2016 2015
Revenue, U.S. GAAP$378,194
 $349,876
 $328,655
Deconsolidation (1)
280
 147
 102
Revenue, as adjusted$378,474
 $350,023
 $328,757
      
Expenses, U.S. GAAP$223,448
 $214,365
 $201,106
Deconsolidation (1)
(106) (106) (48)
Accelerated vesting of restricted stock units (2)
(522) (1,945) —
General and administrative (3)
1,018
 —
 —
Expenses, as adjusted$223,838
 $212,314
 $201,058
      
Operating income, U.S. GAAP$154,746
 $135,511
 $127,549
Deconsolidation (1)
386
 253
 150
Accelerated vesting of restricted stock units (2)
522
 1,945
 —
General and administrative (3)
(1,018) —
 —
Operating income, as adjusted$154,636
 $137,709
 $127,699
      
Operating margin, U.S. GAAP40.9% 38.7% 38.8%
Operating margin, as adjusted40.9% 39.3% 38.8%
(4)     Represents non-recurring expenses, which were recorded in distribution and service fees.
Reconciliation of U.S. GAAP to As Adjusted Financial Results
Non-operating Income (Loss) to Non-operating Income (Loss), As Adjusted
(in thousands)Year Ended December 31,
 2017 2016 2015
Non-operating income (loss), U.S. GAAP$5,654
 $7,892
 $(14,805)
Deconsolidation (1)
(3,283) (781) 2,200
Results from seed investments (4)
(1,124) (5,934) 11,833
Non-operating income (loss), as adjusted$1,247
 $1,177
 $(772)
Years Ended December 31,
(in thousands)202120202019
Non-operating income (loss), U.S. GAAP$21,572 $(1,670)$27,415 
Seed investments (1)
(21,858)2,157 (25,106)
Foreign currency exchange (gains) losses—net (2)
(475)871 1,909 
Non-operating income (loss), as adjusted$(761)$1,358 $4,218 
_________________________
(1)
Represents amounts related to the deconsolidation of seed investments in Company-sponsored funds.
(1)    Represents amounts related to the deconsolidation of seed investments in Company-sponsored funds as well as non-operating (income) loss from seed investments that were not consolidated.
(2)    Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

34

(2)Represents amounts related to the accelerated vesting of certain restricted stock units due to retirements.
(3)Represents refund of foreign withholding taxes.
(4)Represents dividend income and realized gains (losses) on the Company’s seed investments classified as available-for-sale and the Company’s proportionate share of the results of operations of seed investments classified as equity method investments, including realized and unrealized gains (losses).
Changes in Financial Condition, Liquidity and Capital Resources
Our principal objectives areWe seek to maintain a capital structure that supports our business strategies and to maintainmaintains the appropriate amount of liquidity at all times. Furthermore, we believe that ourcurrently expect cash flows generated from operations areto be more than adequate to fund our present and reasonably foreseeable future commitments for investing and financing activities.
Net Liquid Assets
Our current financial condition is highly liquid and is primarily comprised of cash and cash equivalents, U.S. Treasury securities, if any, seed investments and accounts receivable.other current assets. Liquid assets are reduced by current liabilities, (generallywhich are generally defined as obligations due within one year), which include accrued compensation, distribution and service fees payable, income taxes payable, and other liabilities and accrued expensesyear (together, net liquid assets). The Company does not currently have any debt outstanding.outstanding debt.


29

The table below summarizes net liquid assets for the periods presented (in thousands):assets:
(in thousands)December 31,
2021		December 31,
2020
Cash and cash equivalents$184,373 $41,232 
U.S. Treasury securities— 41,648 
Seed investments—net62,679 60,083 
Other current assets84,533 70,208 
Current liabilities(118,888)(93,870)
Net liquid assets$212,697 $119,301 
 
December 31,
2017
 
December 31,
2016
Financial Condition Data:   
Cash and cash equivalents:   
Cash and cash equivalents held in the U.S.$109,075
 $93,395
Cash and cash equivalents held outside the U.S.84,377
 89,839
Total cash and cash equivalents193,452
 183,234
Seed investments (1)
63,416
 53,079
Accounts receivable53,854
 46,288
Current liabilities(69,086) (60,832)
Net liquid assets$241,636
 $221,769
_________________________
(1)
Excludes certain illiquid investments classified as level 3 and investments measured at NAV (or its equivalent) as a practical expedient in accordance with Accounting Standards Codification Topic 820, Fair Value Measurement, which we are contractually prohibited from redeeming.
Cash and cash equivalents
Cash and cash equivalents are on deposit with three majorseveral highly-rated financial institutions and consist ofinclude short-term, highly liquid investments, which are readily convertible into cash and have original maturities of three months or less. The year ended December 31, 2020 included the payment of expenses associated with the initial public offering of PTA ($60.6 million) and the RQI rights offering ($12.0 million).
On February 15, 2022, we funded $18.0 million of our investment commitment in the Cohen & Steers Real Estate Opportunities Fund, L.P. (REOF). Refer to Investment Commitments, Contractual Obligations, Commitments and Contingencies for further discussion.
On February 24, 2022, we announced the initial public offering of the Cohen & Steers Real Estate Opportunities and Income Fund (the Fund). The Fund raised approximately $305.0 million in proceeds, excluding leverage. In addition, the underwriters have an option to purchase, within 45 days, up to an additional 2,287,500 common shares at the public offering price of $20.00 per share. We expect to incur costs of approximately $15.0 million in connection with the offering, excluding any additional costs that would be incurred should the underwriters exercise their option to purchase additional shares.
U.S. Treasury securities
U.S. Treasury securities are directly issued by the U.S. government and were classified as held to maturity.
Seed investmentsinvestments—net
Seed investments include available-for-saleare primarily comprised of investments equity methodin Company-sponsored funds that we do not consolidate, our
pro-rata share of the net assets of the funds that we do consolidate and listed securities held directly for the purpose of establishing performance track records. Seed investments are recorded at fair value, are generally traded in active markets on major exchanges and tradingcan typically be liquidated within a normal settlement cycle. Seed investments are presented net of redeemable noncontrolling interests.
Accounts receivableOther current assets
Accounts receivableOther current assets primarily representsrepresent investment advisory and administration fees receivable. As ofAt December 31, 2017,2021, institutional accounts comprised 51%49.1% of total accounts receivable, while open-end and closed-end funds, together, comprised 40%50.2% of total accounts receivable. We perform a review of our receivables on an ongoing basis in order to assess collectibility and, based on our analysis as ofat December 31, 2017,2021, there werewas no past due items related to institutional accounts. Receivables associated with open-end and closed-end funds are generally collected on the first business day of the following month.allowance for uncollectible accounts required.

35

Current liabilities
Current liabilities are generally defined as obligations due within one year, which includesincluded accrued compensation and benefits, distribution and service fees payable, operating lease obligations due within 12 months, certain income taxes payable and other liabilities and accrued expenses.
Cash flows
Our cash flows generally result from the operating activities of our business, with investment advisory and administration fees being the most significant contributor.


30

The table below summarizes cash flows for the periods presented (in thousands):
 Year Ended December 31,
 2017 2016 2015
Cash Flow Data:     
Net cash provided by (used in) operating activities$64,253
 $114,958
 $89,796
Net cash provided by (used in) investing activities5,709
 2,898
 397
Net cash provided by (used in) financing activities(60,423) (74,542) (71,109)
Net increase (decrease) in cash and cash equivalents9,539
 43,314
 19,084
Effect of foreign exchange rate changes on cash and cash equivalents679
 (2,808) (1,294)
Cash and cash equivalents, beginning of the period183,234
 142,728
 124,938
Cash and cash equivalents, end of the period$193,452
 $183,234
 $142,728
flows:
Years Ended December 31,
(in thousands)202120202019
Cash Flow Data:
Net cash provided by (used in) operating activities$242,901 $89,186 $141,445 
Net cash provided by (used in) investing activities47,648 (1,770)35,949 
Net cash provided by (used in) financing activities(145,426)(148,895)(170,130)
Net increase (decrease) in cash and cash equivalents145,123 (61,479)7,264 
Effect of foreign exchange rate changes on cash and cash equivalents(999)1,359 1,355 
Cash and cash equivalents, beginning of the period41,232 101,352 92,733 
Cash and cash equivalents, end of the period$185,356 $41,232 $101,352 
We expect that cash flows provided by operating activities will provide sufficient liquidity to meet our obligations and continue to serve as our principal source of working capital infor the nearforeseeable future.
In 2017,2021, cash and cash equivalents, excluding the effect of foreign exchange rate changes, increased by $145.1 million when compared with 2020. The year ended December 31, 2020 included costs associated with the initial public offering of PTA and the RQI rights offering. Net cash provided by operating activities was $242.9 million. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by investing activities was comprised$47.6 million, which included $41.7 million of proceeds from the sales and maturities of available-for-sale investmentsU.S. Treasury securities held for corporate purposes and net proceeds of $25.8 million, including $15.1 million fromsecurities held directly for the redemptionpurpose of our seed investment in the Cohen & Steers Low Duration Preferred and Income Fund, Inc. (LPX), partially offset by purchasesestablishing performance track records of available-for-sale investments of $16.9 million, including a seed investment of $10.0 million in a track record account for a new real assets multi-strategy portfolio and purchases of property and equipment of $3.2$8.1 million. Net cash used in financing activities was primarily for$145.4 million, including dividends paid to stockholders of $98.3$147.6 million, which included a special dividend of approximately $46.3$60.3 million paid on November 30, 2021, repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $22.6 million, partially offset by net contributions from redeemable noncontrolling interests of $23.7 million.
In 2020, cash and cash equivalents, excluding the effect of foreign exchange rate changes, decreased by $61.5 million when compared with 2019. The decrease in cash was primarily due to the payment of expenses of $60.6 million associated with the initial public offering of PTA and $12.0 million associated with the RQI rights offering for the year ended December 31, 2020. Net cash provided by operating activities was $89.2 million. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash used in investing activities was $1.8 million, primarily attributable to net purchases of securities held directly for the purpose of establishing performance track records of $7.3 million and purchases of property and equipment of $2.5 million, partially offset by $8.4 million of proceeds from the sales and maturities of U.S. Treasury securities held for corporate purposes. Net cash used in financing activities was $148.9 million, including dividends paid to stockholders of $122.5 million, which included a special dividend of $47.8 million paid on December 13, 20171, 2020 and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $9.1 million, partially offset by contributions from redeemable noncontrolling interest of $46.7$25.9 million.
In 2016,2019, cash and cash equivalents, excluding the effect of foreign exchange rate changes, increased by $7.3 million when compared with 2018. Net cash provided by operating activities was $141.4 million. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by investing activities was comprised of$35.9 million, primarily attributable to net proceeds from the sales of available-for-sale investmentssecurities held directly for the purpose of $20.8 million, including $13.2 million from the redemptionestablishing performance track records of our seed investment in Cohen & Steers Real Assets Fund, Inc., partially offset by purchases of property and equipment of $10.2 million and purchases of available-for-sale investments of $8.1$33.7 million. Net cash used in financing activities was primarily for$170.1 million, including dividends paid to stockholders of $70.8$162.7 million, which included a special dividend of approximately $22.9$94.5 million paid on December 14, 2016,3, 2019 and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $8.0 million, partially offset by contributions from redeemable noncontrolling interest$10.4 million.

36

Contractual Obligations, Commitments and Contingencies
The following table summarizes our contractual obligations at December 31, 2021:
(in thousands)2022202320242025Total
Operating leases$12,354 $11,912 $1,131 $— $25,397 
Purchase obligations (1)
4,047 2,825 1,092 378 8,342 
Other liability (2)
665 1,246 1,662 2,077 5,650 
Total$17,066 $15,983 $3,885 $2,455 $39,389 
_________________________
(1)    Represents contracts which are either noncancellable or cancellable with a penalty. The Company’s obligations primarily reflected standard service contracts for market data.
(2)    Consists of $4.0 million.
In 2015, net cash provided by investing activities was comprised of proceeds from sales of available-for-sale investments of $7.3 million and proceeds from redemption of equity method investments of $1.2 million, partially offset by purchases of available-for-sale investments of $5.7 million and purchases of property and equipment of $2.4 million. Net cash used in financing activities was primarily for dividends paid to stockholders of $68.2 million, which included a special dividend of approximately $22.7 million paid on December 16, 2015, and repurchases of common stock to satisfy employee withholdingthe transition tax obligationsliability based on the vestingcumulative undistributed earnings and deliveryprofits of restricted stock units of $19.2 million, partially offset by contributions from redeemable noncontrolling interest of $11.0 million and excess tax benefits associated with the vesting and delivery of restricted stock units of $4.8 million. For the year ended December 31, 2015, we made two new seed investments totaling $20.0 million, including $5.0 millionour foreign subsidiaries in connection with the launchenactment of the Cohen & Steers SICAV Global Listed Infrastructure FundTax Cuts and $15.0 millionJobs Act in connection with2017. See Note 14, Income Taxes, in the launch of LPX.
Net Capital Requirements
We continually 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). As of December 31, 2017, we exceeded our minimum regulatory capital requirements by approximately $3.3 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 noticenotes to the SEC for certain withdrawalsconsolidated financial statements included in Part IV, Item 15 of capital.
Cohen & Steers Asia Limited (CSAL) and Cohen & Steers UK Limited (CSUK) are regulated outside the U.S. by the Hong Kong Securities and Futures Commission and the United Kingdom Financial Conduct Authority, respectively. At


31

December 31, 2017, CSAL and CSUK exceeded their aggregate minimum regulatory capital requirements by approximately $58.6 million.
We believe that our cash flows from operations will be more than adequate to meet our anticipated capital requirements and other obligations as they become due.this filing.
Dividends
Subject to the approval of our Board of Directors, we anticipate paying dividends. When determining whether to pay a dividend, we take into account general economic and business conditions, our strategic plans, our financial results of operations and financial condition, contractual, legal and regulatory restrictions on the payment of dividends, if any, by us and our subsidiaries and such other factors deemed relevant.
On February 22, 2018, the Company24, 2022, we declared a quarterly dividend on itsour common stock in the amount of $0.33$0.55 per share. This dividend will be payable on March 22, 201817, 2022 to stockholders of record at the close of business on March 8, 2018.7, 2022.
Investment Commitments
We have committed to co-investinvest up to $5.1$50.0 million alongside Cohen & Steers Global Realty Partners III-TE, L.P. (GRP-TE).in REOF. As of December 31, 2017,2021, we havehad funded approximately $3.8$3.1 million of this commitment. Our co-investment alongside GRP-TE is illiquid and is anticipatedOn February 15, 2022, we funded an additional $18.0 million of this commitment.
Contingencies
Due to be invested for the life of the fund. The timing of the funding of the unfunded portion of our commitment is currently unknown, as the drawdown of our commitment is contingent onuncertainty with respect 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 consolidated statements of financial condition as offuture cash flows associated with unrecognized tax benefits at December 31, 2017.
Contractual Obligations and Contingencies
The following table summarizes our contractual obligations by year of payment as of December 31, 2017 (in thousands):
 2018 2019 2020 2021 2022 2023
and after		 Total
Operating leases$13,897
 $13,473
 $11,966
 $10,863
 $10,863
 $11,828
 $72,890
Other liability—
 675
 675
 675
 675
 5,732
 8,432
Total$13,897
 $14,148
 $12,641
 $11,538
 $11,538
 $17,560
 $81,322
Operating Leases
Operating leases consists of our noncancelable long-term operating leases for office space, information technology applications, market data and office equipment.
Other Liability
Other liability consists2021, the Company is unable to make reasonably reliable estimates of the transition tax liability based on the cumulative undistributed earnings and profitsperiod of our foreign subsidiaries in connectioncash settlement with the enactment of the Tax Act. This tax liability, which is payable over eight years on an interest-free basis, was recorded as part of income tax payable on our consolidated statement of financial condition as of December 31, 2017.
Contingencies
We had approximately $12.4 million, $7.9 million and $7.3respective taxing authorities. Therefore, $10.4 million of total gross unrecognized tax benefits as of December 31, 2017, 2016 and 2015, respectively. The total amount of net unrecognized tax benefits that, if recognized, would affecthave been excluded from the effective tax rate was approximately $9.5 million, $4.9 million and $4.7 million (net of the federal benefit on state issues) as of December 31, 2017, 2016 and 2015, respectively. We accrue interest and penalties related to unrecognized tax benefitscontractual obligations table above. See Note 14, Income Taxes, in the provision for income taxes. As of December 31, 2017 and 2016, we had accrued interest and penalties related to unrecognized tax benefits of approximately $1.9 million and $2.3 million, respectively. See Note 14notes to the consolidated financial statements for additional disclosures relatedincluded in Part IV, Item 15 of this filing.
Net Capital Requirements
Several of our subsidiaries are subject to income taxes.


32

Off-Balance Sheet Arrangements
We do not investminimum net capital requirements by the local laws and regulations to which they are subject. As of December 31, 2021, each of our subsidiaries subject to a minimum net capital requirement satisfied the applicable requirement. See Note 12, Regulatory Requirements, in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support or engage in any leasing activities that expose usthe notes to any liability that is not reflected in ourthe consolidated financial statements.statements included in Part IV, Item 15.
Critical Accounting Policies and Estimates
A thorough understanding of our accounting policies is essential when reviewing our reported results of operations and our financial condition. The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes the estimates used in preparing the consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates.
Our significant accounting policies are disclosed in Note 2, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing and should be read in conjunction with the summarized information below. Management considers the following accounting policiesestimates critical to an informed review of our consolidated financial statements as they require management to make certain judgments about matters that may be uncertain at the time the policiesestimates were applied or the estimates determined.
Consolidation of Company-sponsored Funds
The Company evaluates its investments in Company-sponsored funds at inception and thereafter, if there is a reconsideration event, in order to determine whether to apply the variable interest entity (VIE) model or the voting interest entity (VOE) model. This evaluation involves the use of judgment and analysis on an entity by entity basis. In performing this analysis, we consider the legal structure of the entity, management fees earned by the Company and the nature of the ownership interest and rights of interest holders in the entity, including the Company. If we determine that the entity is a VIE, we must then assess whether the Company absorbs a majority of the VIEs expected variability in which case it is deemed to be the primary beneficiary of the VIE. The Company consolidates VIEs for which it is deemed to be the primary beneficiary. We consolidate VOEs if we own a majority of the voting interest in the entity or when the Company is the general partner of the fund and the limited partners do not have substantive kick-out or participating rights. Amounts attributable to third parties in the funds that we consolidate are recorded in redeemable noncontrolling interest on the consolidated statements of financial condition and net (income) loss attributable to redeemable noncontrolling interest on the consolidated statements of operations.
Investments
Our investments are classified as trading investments, equity method investments or available-for-sale investments at the time of purchase and at the date of each consolidated statement of financial condition. Investments classified as trading investments represent securities held within the Company-sponsored funds that we consolidate. Investments classified as equity method investments represent investments in Company-sponsored funds in which the Company’s ownership is between 20-50% of the outstanding voting interests of the entity or when the Company is able to exercise significant influence but not control over the investments. Investments for which the Company has neither control nor the ability to exercise significant influence are classified as available-for-sale.
Fair Value
The majority of our investments are carried at fair value or amounts that approximate fair value on our consolidated statement of financial condition with the periodic mark-to-market included in accumulated other comprehensive income for available-for-sale investments and directly in earnings for trading investments and equity method investments. Fair value is the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities reported at fair value are classified and disclosed in a fair value hierarchy based on whether the inputs to the valuation techniques are observable or unobservable. The classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement:
Level 1 - Unadjusted quoted prices for identical instruments in active markets.
Level 2 - Quoted prices for similar instruments in active markets, quoted prices of 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.



3337


The Company periodically reviews each individual available-for-sale investment that has an unrealized loss to determine if the loss is other-than-temporary. In evaluating whether such losses are other-than-temporary, the Company considers such factors as the extent and duration of the loss, as well as qualitative and quantitative information about the financial condition and near-term prospects of the issuer or fund and the underlying portfolio. If the Company believes that an unrealized loss on an available-for-sale investment is other-than-temporary, the loss will be recognized in the consolidated statement of operations.
Goodwill
Goodwill represents the excess of the cost of our 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 is not amortized but is tested annually for impairment and at other times if an event or circumstances occur indicating that it is more likely than not that an impairment has occurred. We estimate the fair value of goodwill using a market approach based on our market capitalization. We determined that the fair value of our goodwill substantially exceeded its carrying value based on the most recent impairment test performed as of November 30, 2017.
Stock-based Compensation
We recognize 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 and reflects an adjustment for actual forfeitures.
Income Taxes
We operate in numerous states and countriesglobally through our subsidiaries and therefore must allocate our income, expenses, and earnings to these taxing jurisdictions taking into account the various laws and regulations in each jurisdiction.regulations. Our tax provision represents an estimate of the total liability that we have incurred in these jurisdictions as a result of our global operations. Each year we file tax returns in each jurisdiction and settle our tax liabilities which may be subject to audit by the taxing authorities. The determination of our annual provision is subject to judgments and estimates and the actual results included in our annual tax returns may vary from the amounts reported in our consolidated financial statements. Accordingly, we recognize additions to, or reductions of,from, income tax expense during reporting periods that may pertain to prior period provisions as our estimated liabilities are revised and actual tax returns and audits, if any, are settled. Such adjustments are recognized in the discrete quarterly period in which they are determined.
In addition, we record current and deferred tax consequences of all transactions that have been recognized in the consolidated financial statements in accordance with the provisions of the enacted tax laws. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years at tax rates that are expected to apply in those years. Deferred tax liabilities are recognized for temporary differences that will result in taxable income in future years at tax rates that are expected to apply in those years. We record a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude ofseveral jurisdictions across our global operations. In accordance with Accounting Standards Codification Topic 740, Income Taxes (ASC 740), a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.
We record unrecognized tax benefits as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially differentdiffer from our current estimate of the unrecognized tax benefit liabilities. These differences are reflected as increases or decreases in income tax expense in the period in which new information becomes available.
Recently Issued Accounting Pronouncements
See discussion of Recently Issued Accounting Pronouncements in Note 2 of the consolidated financial statements.



38
34


Item 7A. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of our business, we are exposed to risk as a result of changes in interest and currency rates, and
securities marketmarkets and general economic fluctuations,conditions, which may have an adverse impact on the value of our investments. At December 31, 2017, wePlease refer to Part I - Item 1A Risk Factors for additional information regarding the effect on our business COVID-19 has had approximately $74.9 million of tradingand may continue to have.
Seed investments—net
Our seed investments as a result of consolidating CDF, GLI SICAV, GRP-CIP and SICAV Preferred. At December 31, 2017, we had approximately $6.2 million of equity method investments, which represented our equity interests in ACOM and GRP-TE. As of December 31, 2017, we had approximately $27.1 million of available-for-sale investments, which wereare primarily comprised of approximately $14.6 million investedinvestments in Company-sponsored funds that we do not consolidate, our sponsoredpro-rata share of the net assets of the funds $7.2 million investedthat we do consolidate and listed securities held directly for the purpose of establishing performance track records. Seed investments are recorded at fair value, are generally traded in foreignactive markets on major exchanges and domestic common stocks, $4.0 million invested in fixed income securities, $1.1 million invested in preferred securities and $119,000 invested in other investments.can typically be liquidated within a normal settlement cycle.
Our seed investments are subject to price risk. We may mitigate this by entering into derivative contracts to economically hedge a portion of our risk. The following table summarizes the effect ofthat a ten percent increase or decrease in equity prices would have on the carrying value of our seed investments, subject to equity price fluctuationwhich is presented net of redeemable noncontrolling interests, as of December 31, 2017:
 
Carrying
Value
 
Carrying Value
Assuming a
10% Increase
 
Carrying Value
Assuming a
10% Decrease
Trading investments$74,856
 $82,342
 $67,370
Equity method investments6,176
 6,794
 5,558
Available-for-sale investments27,074
 29,781
 24,367
As of December 31, 2017, the Company had outstanding foreign currency forward contracts to hedge its currency exposure related to certain client receivables with an aggregated notional value of approximately $12.3 million. The Company estimates that a ten percent adverse change in market prices would result in a decrease of approximately $6,400 in the fair value of open foreign currency forward contracts held at December 31, 2017.2021 (in thousands):
Carrying ValueNotional Value - HedgesNet Carrying ValueNet Carrying Value Assuming a 10% increaseNet Carrying Value Assuming a 10% decrease
Seed investments—net$62,679 $(26,709)$35,970 $39,567 $32,373 

A majority of our revenue—approximately 92%93.1%, 91%92.4% and 92%92.1% for the years ended December 31, 2017, 20162021, 2020 and 2015, respectively—2019, respectively, was derived from investment advisory and administration agreements with our clients. Under these agreements, the investment advisory and administration fee we receive is based on the market value of the assets we manage. Accordingly, a decline in the prices of securities generally, and real estate and preferred securities in particular, attributable to market conditions including inflation, interest rate changes andor a general economic downturn, may cause our revenue and income to decline by causing the value of the assets we manage to decrease, which would result in lower investment advisory and administration fees; or by causing our clients to withdraw funds in favor of investments that they perceive as offering greater opportunity or lower risk or cost, which would also result in lower investment advisory and administration fees.
Market conditionsThe economic environment may also preclude us from increasing the assets we manage in closed-end funds. The market conditions for these offerings may not be as favorable in the future, which could adversely impact our ability to grow the assets we manage and realize higher fee revenue associated with such growth. Depending on market conditions, the closed-end funds we manage may increase or decrease their leverage in order to maintain the funds’ target leverage ratios, thereby increasing or decreasing the assets we manage.
As of December 31, 2017, 44% and 21% of the assets we managed were concentrated in U.S. real estate and preferred securities, respectively. A change in interest rates or prolonged economic downturn could have a negative impact on the valuation of real estate and preferred securities in our clients’ portfolios, reduce our revenue, and impact our ability to increase assets in our open-end funds or offer new funds.


39

35



Item 8. Financial Statements and Supplementary Data
The report of our independent registered public accounting firm and financial statements listed in the accompanying index are included in Item 15 of this Annual Report on Form 10-K. See the Index to Financial Statements on page F-1.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
There have been no disagreements on accounting and financial disclosure matters.
Item 9A. Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our ChiefInternal Control over 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.Reporting
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 December 31, 2017. 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 December 31, 2017 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 December 31, 20172021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s report on internal control over financial reporting is located on page F-2 of this Annual Report on Form 10-K and Deloitte & Touche LLP’s report on the effectiveness of our internal control over financial reporting is located on page F-3.
Disclosure Controls and Procedures
Under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.
Item 9B. Other Information
None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.


3640


PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information regarding directors and executive officers set forth under the headings “Nominee Information” and “Other Executive Officers” of the Proxy Statement is incorporated by reference herein.
The information regarding compliance with Section 16(a) of the Exchange Act set forth under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement is incorporated by reference herein.
The information regarding our Code of Business Conduct and Ethics and committees of our Board of Directors under the headings “Corporate Governance” and “Board Meetings and Committees” in the Proxy Statement is incorporated by reference herein.
The information regarding compliance with Section 16(a) of the Exchange Act set forth under the heading “Delinquent Section 16(a) Reports” in the Proxy Statement is incorporated by reference herein.
Item 11. Executive Compensation
The information contained under the headings “Executive Compensation”, “Board Meetings and Committees” and “Report of the Compensation Committee” of the Proxy Statement is incorporated by reference herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information under the headings “Ownership of Cohen & Steers Common Stock” and “Equity Compensation Plan Information” of the Proxy Statement is incorporated by reference herein.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information under the headings “Certain Relationships and Related Transactions” and “Corporate Governance” of the Proxy Statement is incorporated by reference herein.
Item 14. Principal Accountant Fees and Services
The information regarding our independent registered public accounting firm fees and services set forth under the heading “Ratification of the Appointment of Independent Registered Public Accounting Firm” of the Proxy Statement is incorporated by reference herein.



41
37


PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)1
Financial Statements

Included herein at pages F-1 through F-37.
F-31.
2
Financial Data Schedules

All schedules have been omitted because they are not applicable, not required, or the information required is included in the financial statements or notes thereto.
3Exhibits
The agreements and 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 you should not rely on them for that purpose. In particular, any representations and warranties made by us 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.



42
38



Exhibit

Number
Description
3.1—
3.2—
4.1—
4.2—
10.14.3—
10.1—
10.2—
10.3—
10.4—
10.5—
10.6—
10.7—
10.8—
Letter Agreement between the Company and Robert H. Steers* (filed herewith)
21.1—
Subsidiaries of the Company (filed herewith)
23.1—
Consent of Deloitte & Touche LLP (filed herewith)
24.131.1—
31.1—
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2—
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1—
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2—
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101—The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 20172021 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, as of December 31, 2017 and December 31, 2016, (ii) the Consolidated Statements of Operations, for the years ended December 31, 2017, 2016 and 2015, (iii) the Consolidated Statements of Comprehensive Income, for the years ended December 31, 2017, 2016 and 2015, (iv) the Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Noncontrolling Interest for the years ended December 31, 2017, 2016 and 2015,Interests, (v) the Consolidated Statements of Cash Flows, for the years ended December 31, 2017, 2016 and 2015, and (vi) the Notes to the Consolidated Financial Statements.
104—Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
 
_________________________
(1)Incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No. 333-114027), as amended, originally filed with the Securities and Exchange Commission on March 30, 2004.
(2)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-32236), for the quarter ended June 30, 2008.
(3)Incorporated by reference to the Company’s Current Report on Form 8-K (Commission File No. 001-32236), filed on May 13, 2013.
(4)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-32236), for the quarter ended March 31, 2015.
(5)Incorporated by reference to the Company’s Annual Report on Form 10-K (Commission File No. 001-32236), for the year ended December 31, 2007.
(6)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-32236) for the quarter ended June 30, 2015.
(7)Incorporated by reference to the Company’s Current Report on Form 8-K (Commission File No. 001-32236), filed on May 10, 2017.
(1)Incorporated by reference to the Company’s Registration Statement on Form S-1, as amended, originally filed with the Securities and Exchange Commission on March 30, 2004.
(2)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(3)Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 13, 2013.
(4)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
(5)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
(6)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
(7)Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 10, 2017.
(8)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
(9)Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2019.
* Denotes compensatory plan.



43
39



Item 16. Form 10-K Summary
None.



4044



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COHEN & STEERS, INC.
By:
/S/    ROBERT H. STEERS        
s/ Robert H. Steers
Robert H. Steers
Chief Executive Officer and Director
February 23, 201825, 2022
Each of the officers and directors of Cohen & Steers, Inc. whose signature appears below, in so signing, also makes, constitutes and appoints Robert H. Steers, acting alone, his or her true and lawful attorney-in-fact, with full power and substitution, for him or her in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments to the Annual Report on Form 10-K, with exhibits thereto and other documents connected therewith and to perform any acts necessary to be done in order to file such documents, and hereby ratifies and confirms all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

SignatureTitleDate
Signature/s/ Martin CohenTitleDate
/S/ MARTIN COHEN
Martin CohenChairman and DirectorFebruary 23, 201825, 2022
/S/ ROBERT H. STEERS
s/ Robert H. Steers
Robert H. SteersChief Executive Officer and Director (Principal Executive Officer)February 23, 201825, 2022
/S/ PETER L. RHEIN
s/ Joseph M. Harvey
Joseph M. HarveyPresident and DirectorFebruary 25, 2022
/s/ Peter L. RheinDirectorFebruary 23, 2018
Peter L. RheinDirectorFebruary 25, 2022
/S/ RICHARD P. SIMON
/s/ Richard P. SimonDirectorFebruary 23, 2018
Richard P. SimonDirectorFebruary 25, 2022
/S/ EDMOND D. VILLANI
/s/ Edmond D. VillaniDirectorFebruary 23, 2018
Edmond D. VillaniDirectorFebruary 25, 2022
/s/ FRANK CONNOR
/s/ Frank T. ConnorDirectorFebruary 23, 2018
Frank T. ConnorDirectorFebruary 25, 2022
/s/ Reena Aggarwal
Reena AggarwalDirectorFebruary 23, 201825, 2022
/S/ MATTHEW S. STADLER
s/ Dasha Smith
Dasha SmithDirectorFebruary 25, 2022
/s/ Matthew S. Stadler
Matthew S. StadlerChief Financial Officer (Principal Financial Officer)February 23, 201825, 2022
/S/ ELENA DULIK
s/ Elena Dulik
Elena DulikChief Accounting Officer (Principal Accounting Officer)February 23, 201825, 2022





4145




TABLE OF CONTENTS
FINANCIAL STATEMENTS

F-2
F-3
F-5F-6
F-6F-7
F-7F-8
F-8F-9
F-9F-10
F-11F-12




F-1



COHEN & STEERS, INC.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Cohen & Steers, Inc. (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of published financial statements in accordance with accounting principles generally accepted in the United States of America. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The Company’s internal control over financial reporting (1) includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) and provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.2021. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on its assessment, our management believes that, as of December 31, 2017,2021, the Company’s internal control over financial reporting is effective based on those criteria.
The Company’s independent registered public accounting firm that audited the accompanying Consolidated Financial Statements has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting. Their report appears on the following page.
February 23, 201825, 2022




F-2



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors and Stockholders of Cohen & Steers, Inc. New York, NY
Opinions on the Financial Statements and Internal Control over Financial Reporting


We have audited the accompanying consolidated statements of financial condition of Cohen & Steers, Inc. and subsidiaries (the "Company") as of December 31, 20172021 and 2016, and2020, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and redeemable noncontrolling interest,interests, and cash flows for each of the three years in the period ended December 31, 20172021 and the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 20172021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172021 and 2016,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2021, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,2017,31, 2021, based on the criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCOAB.PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatementsmisstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


F-3
F-3



Because of theits inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Income Taxes - Refer to Note 14 to the consolidated financial statements
Unrecognized Tax Benefits
Critical Audit Matter Description
As discussed in Note 14 to the consolidated financial statements, as of December 31, 2021, the Company had $10.4 million of gross unrecognized tax benefits.
The Company records unrecognized tax benefits as liabilities in accordance with Accounting Standards Codification Topic 740, Income Taxes (ASC 740) and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may differ from the Company's current estimates of the unrecognized tax benefit liabilities. These differences are reflected as increases or decreases in income tax expense in the period in which new information becomes available.
We identified the evaluation of the Company’s unrecognized tax benefits as a critical audit matter because the calculation of these tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across the Company’s global operations. Tax laws and regulations are subject to change in jurisdictions where the Company operates, coupled with uncertainty associated with interpretations of applicable tax law provisions.
In accordance with ASC 740, a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. Auditing management’s analysis of its uncertain tax positions and resulting unrecognized income tax benefits required a high degree of auditor judgment due to limited publicly available information regarding resolution of litigation appeals in different jurisdictions and absence of clarifying guidance from government agencies, resulting in an increased extent of effort to evaluate management’s analysis, including the need to involve our income tax specialists.

How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of unrecognized income tax benefits included the following, among others:
•We tested the effectiveness of controls that address the risks of material misstatement relating to uncertain tax positions.
•We, with the support of our income tax specialists, evaluated the recognition, measurement and accuracy of unrecognized income tax benefits. Our procedures included but were not limited to:
–On a sample basis, inspected the Company’s analysis of uncertain income tax positions and examined the reasonableness of the assumptions and calculations the Company used to develop the related unrecognized income tax benefit amounts by position and jurisdiction.
–On a sample basis, tested the roll forward of unrecognized tax benefits from the prior year.
–For sampled positions, obtained the Company's supporting documentation to assess the technical tax merit, the more-likely-than-not recognition, and measurement thresholds, and examined interpretation and application of relevant tax laws in the Company's recognition determination.
F-4

–Evaluated the Company’s income tax disclosures concerning these matters included in Note 14 to the consolidated financial statements.
–Tested whether selected unrecognized tax benefits were consistent with evidence obtained in other areas of the audit.
–Based on Company specific activities, performed completeness test of uncertain tax positions identified.
–For those uncertain tax positions which have not been effectively settled, we inspected whether management had appropriately considered new information that could significantly change the recognition, measurement, or disclosure of the uncertain tax positions.



/s/    DELOITTE & TOUCHE LLP
New York, New York
February 23, 201825, 2022
We have served as the Company’s auditor since 2003



2003.

F-5
F-4


COHEN & STEERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share data)

 December 31,
2017		 December 31,
2016
ASSETS   
Cash and cash equivalents$193,452
 $183,234
Trading investments ($414 and $487) (1) ($68,101 and $6,987) (2)
74,856
 12,689
Equity method investments6,176
 6,459
Available-for-sale investments27,074
 35,396
Accounts receivable53,854
 46,288
Due from brokers ($5,410 and $475) (2)
6,429
 1,579
Property and equipment—net15,040
 15,964
Goodwill and intangible assets—net20,379
 19,118
Deferred income tax asset—net5,812
 5,619
Other assets ($931 and $43) (2)
7,053
 7,382
Total assets$410,125
 $333,728
    
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Liabilities:   
Accrued compensation$41,370
 $35,333
Distribution and service fees payable6,231
 6,452
Income tax payable19,892
 9,375
Due to brokers ($3,203 and $0) (2)
3,282
 —
Deferred rent5,994
 6,229
Other liabilities and accrued expenses ($291 and $75) (2)
10,025
 9,672
Total liabilities86,794
 67,061
Commitments and contingencies (see Note 13)
 
Redeemable noncontrolling interest47,795
 853
Stockholders’ equity:   
Common stock, $0.01 par value; 500,000,000 shares authorized; 51,104,593 and 50,415,152 shares issued at December 31, 2017 and 2016, respectively511
 504
Additional paid-in capital570,486
 543,829
Accumulated deficit(137,972) (127,957)
Accumulated other comprehensive income (loss), net of tax(3,671) (5,885)
Less: Treasury stock, at cost, 4,789,608 and 4,524,694 shares at December 31, 2017 and 2016, respectively(153,818) (144,677)
Total stockholders’ equity275,536
 265,814
Total liabilities and stockholders’ equity$410,125
 $333,728
December 31, 2021December 31, 2020
Assets:
Cash and cash equivalents$184,373 $41,232 
Investments ($127,912 and $80,743) (1)
154,654 154,978 
Accounts receivable84,090 69,680 
Due from brokers ($1,340 and $223) (1)
3,567 5,125 
Property and equipment—net8,938 10,341 
Operating lease right-of-use assets—net22,009 31,203 
Goodwill and intangible assets—net19,696 20,495 
Other assets ($1,589 and $637) (1)
15,360 15,399 
Total assets$492,687 $348,453 
Liabilities:
Accrued compensation and benefits$79,167 $56,384 
Distribution and service fees payable10,183 7,748 
Operating lease liabilities24,525 34,926 
Income tax payable22,611 12,672 
Due to brokers ($926 and $128) (1)
927 501 
Other liabilities and accrued expenses ($689 and $326) (1)
10,948 11,318 
Total liabilities148,361 123,549 
Commitments and contingencies (See Note 13)00
Redeemable noncontrolling interests89,143 50,665 
Stockholders’ equity:
Common stock, $0.01 par value; 500,000,000 shares authorized; 54,267,309 and 53,462,621 shares issued at December 31, 2021 and 2020, respectively543 535 
Additional paid-in capital715,847 670,142 
Accumulated deficit(231,967)(291,542)
Accumulated other comprehensive loss(5,886)(4,134)
Treasury stock, at cost, 5,997,239 and 5,674,510 shares at December 31, 2021 and 2020, respectively(223,354)(200,762)
Total stockholders’ equity255,183 174,239 
Total liabilities, redeemable noncontrolling interests and stockholders’ equity$492,687 $348,453 
_________________________
(1)Pledged as collateral attributable to the consolidated balances of Cohen & Steers Active Commodities Strategy Fund, Inc. as of December 31, 2017 and 2016, respectively.
(2)Asset and liability amounts in parentheses represent the aggregated balances at December 31, 2017 and 2016 attributable to Cohen & Steers SICAV Global Listed Infrastructure Fund, Cohen & Steers Co-Investment Partnership, L.P. and Cohen & Steers SICAV Global Preferred Securities Fund, which were variable interest entities as of December 31, 2017 and 2016, respectively.
(1)    Asset and liability amounts in parentheses represent the aggregated balances at December 31, 2021 and 2020 attributable to variable interest entities consolidated by the Company. Refer to Note 4, Investments for further discussion.



See notes to consolidated financial statements

F-6

F-5


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

Years Ended December 31,
 202120202019
Revenue:
Investment advisory and administration fees$543,544 $395,037 $378,578 
Distribution and service fees37,630 30,134 30,048 
Other2,658 2,365 2,204 
Total revenue583,832 427,536 410,830 
Expenses:
Employee compensation and benefits195,443 156,457 143,431 
Distribution and service fees75,891 115,084 55,237 
General and administrative48,034 56,286 47,632 
Depreciation and amortization4,092 4,652 4,396 
Total expenses323,460 332,479 250,696 
Operating income (loss)260,372 95,057 160,134 
Non-operating income (loss):
Interest and dividend income—net2,877 3,362 6,716 
Gain (loss) from investments—net18,784 (4,116)21,673 
Foreign currency gain (loss)—net(89)(916)(974)
Total non-operating income (loss)21,572 (1,670)27,415 
Income before provision for income taxes281,944 93,387 187,549 
Provision for income taxes55,790 18,222 40,565 
Net income226,154 75,165 146,984 
Net (income) loss attributable to redeemable noncontrolling interests(14,758)1,419 (12,363)
Net income attributable to common stockholders$211,396 $76,584 $134,621 
Earnings per share attributable to common stockholders:
Basic$4.38 $1.60 $2.85 
Diluted$4.31 $1.57 $2.79 
Weighted average shares outstanding:
Basic48,316 47,800 47,273 
Diluted49,090 48,676 48,297 
 Year Ended December 31,
 2017 2016 2015
Revenue:     
Investment advisory and administration fees$346,832
 $319,667
 $303,729
Distribution and service fees20,156
 19,396
 16,001
Portfolio consulting and other11,206
 10,813
 8,925
Total revenue378,194
 349,876
 328,655
Expenses:     
Employee compensation and benefits124,076
 115,607
 107,710
Distribution and service fees39,632
 39,590
 36,330
General and administrative52,623
 51,558
 50,853
Depreciation and amortization7,117
 7,610
 6,213
Total expenses223,448
 214,365
 201,106
Operating income154,746
 135,511
 127,549
Non-operating income (loss):     
Interest and dividend income4,333
 2,119
 1,600
Gain (loss) from trading investments—net1,915
 218
 (2,376)
Equity in earnings (losses) of affiliates—net(242) 3,324
 (10,378)
Gain (loss) from available-for-sale investments—net347
 1,451
 (2,648)
Other gains (losses)—net(699) 780
 (1,003)
Total non-operating income (loss)5,654
 7,892
 (14,805)
Income before provision for income taxes160,400
 143,403
 112,744
Provision for income taxes67,914
 50,593
 48,407
Net income92,486
 92,810
 64,337
Less: Net (income) loss attributable to redeemable noncontrolling interest(547) 126
 214
Net income attributable to common stockholders$91,939
 $92,936
 $64,551
      
Earnings per share attributable to common stockholders:     
Basic$1.98
 $2.02
 $1.42
Diluted$1.96
 $2.00
 $1.41
Weighted average shares outstanding:     
Basic46,353
 45,951
 45,433
Diluted46,979
 46,432
 45,897


See notes to consolidated financial statements

F-7

F-6



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

Years Ended December 31,
202120202019
Net income$226,154 $75,165 $146,984 
Net (income) loss attributable to redeemable noncontrolling interests(14,758)1,419 (12,363)
Net income attributable to common stockholders211,396 76,584 134,621 
Other comprehensive income (loss):
Foreign currency translation gain (loss)(1,752)2,192 997 
Total comprehensive income attributable to common stockholders$209,644 $78,776 $135,618 

 Year Ended December 31,
 2017 2016 2015
Net income$92,486
 $92,810
 $64,337
Less: Net (income) loss attributable to redeemable noncontrolling interest(547) 126
 214
Net income attributable to common stockholders91,939
 92,936
 64,551
Other comprehensive income (loss), net of tax:     
Foreign currency translation income (loss)2,064
 (2,937) (2,462)
Net unrealized gain (loss) from available-for-sale investments497
 2,346
 (2,447)
Reclassification to statements of operations of realized (gain) loss from available-for-sale investments(347) (1,451) 2,648
Other comprehensive income (loss)2,214
 (2,042) (2,261)
Total comprehensive income attributable to common stockholders$94,153
 $90,894
 $62,290































See notes to consolidated financial statements

F-8

F-7


COHEN & STEERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND
REDEEMABLE NONCONTROLLING INTERESTINTERESTS
(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
January 1, 2015 $486
 $489,266
 $(142,786) $(1,582) $(117,403) $227,981
 $607
 44,793
Dividends ($1.50 per share) —
 —
 (69,861) —
 —
 (69,861) —
 —
Issuance of common stock 11
 623
 —
 —
 —
 634
 —
 1,097
Repurchase of common stock —
 —
 —
 —
 (19,234) (19,234) —
 (450)
Tax benefits associated with restricted stock units—net —
 5,262
 —
 —
 —
 5,262
 —
 —
Issuance of restricted stock units —
 2,109
 —
 —
 —
 2,109
 —
 —
Amortization of restricted stock units—net —
 22,566
 —
 —
 —
 22,566
 —
 —
Forfeitures of vested restricted stock units —
 29
 —
 —
 —
 29
 —
 —
Net income (loss) —
 —
 64,551
 —
 —
 64,551
 (214) —
Other comprehensive income (loss), net of tax —
 —
 —
 (2,261) —
 (2,261) —
 —
Distributions to redeemable noncontrolling interest —
 —
 —
 —
 —
 —
 (10) —
Contributions from redeemable noncontrolling interest —
 —
 —
 —
 —
 —
 10,951
 —
December 31, 2015 $497
 $519,855
 $(148,096) $(3,843) $(136,637) $231,776
 $11,334
 45,440
Dividends ($1.54 per share) —
 —
 (72,797) —
 —
 (72,797) —
 —
Issuance of common stock 7
 749
 —
 —
 —
 756
 —
 724
Repurchase of common stock —
 —
 —
 —
 (8,040) (8,040) —
 (274)
Tax benefits associated with restricted stock units—net —
 (758) —
 —
 —
 (758) —
 —
Issuance of restricted stock units —
 2,457
 —
 —
 —
 2,457
 —
 —
Amortization of restricted stock units—net —
 21,555
 —
 —
 —
 21,555
 —
 —
Forfeitures of restricted stock units —
 (29) —
 —
 —
 (29) —
 —
Net income (loss) —
 —
 92,936
 —
 —
 92,936
 (126) —
Other comprehensive income (loss), net of tax —
 —
 —
 (2,042) —
 (2,042) —
 —
Distributions to redeemable noncontrolling interest —
 —
 —
 —
 —
 —
 (342) —
Contributions from redeemable noncontrolling interest —
 —
 —
 —
 —
 —
 4,023
 —
Transfer of redeemable noncontrolling interest in consolidated entity —
 —
 —
 —
 —
 —
 (14,036) —
December 31, 2016 $504
 $543,829
 $(127,957) $(5,885) $(144,677) $265,814
 $853
 45,890
Dividends ($2.12 per share) —
 —
 (101,669) —
 —
 (101,669) —
 —
Issuance of common stock 7
 741
 —
 —
 —
 748
 —
 690
Repurchase of common stock —
 —
 —
 —
 (9,141) (9,141) —
 (265)
Issuance of restricted stock units —
 3,974
 —
 —
 —
 3,974
 —
 —
Amortization of restricted stock units—net —
 22,042
 (285) —
 —
 21,757
 —
 —
Forfeitures of restricted stock units —
 (100) —
 —
 —
 (100) —
 —
Net income (loss) —
 —
 91,939
 —
 —
 91,939
 547
 —
Other comprehensive income (loss), net of tax —
 —
 —
 2,214
 —
 2,214
 —
 —
Distributions to redeemable noncontrolling interest —
 —
 —
 —
 —
 —
 (263) —
Contributions from redeemable noncontrolling interest —
 —
 —
 —
 —
 —
 46,658
 —
December 31, 2017 $511
 $570,486
 $(137,972) $(3,671) $(153,818) $275,536
 $47,795
 46,315
Common
Stock		Additional
Paid-In
Capital		Accumulated DeficitAccumulated Other
Comprehensive
Income (Loss)		Treasury
Stock		Total
Stockholders’
Equity		Redeemable
Noncontrolling
Interests		Shares of Common Stock, Net
January 1, 2019$518 $602,272 $(208,404)$(7,323)$(164,417)$222,646 $114,192 46,768 
Dividends ($3.44 per share)— — (168,678)— — (168,678)— — 
Issuance of common stock9 861 — — — 870 — 762 
Repurchase of common stock— — — — (10,408)(10,408)— (280)
Issuance of restricted stock units—net— 7,039 — — — 7,039 — — 
Amortization of restricted stock units— 26,883 — — — 26,883 — — 
Forfeitures of restricted stock units— (267)— — — (267)— — 
Net income (loss)— — 134,621 — — 134,621 12,363 — 
Other comprehensive income (loss)— — — 997 — 997 — — 
Net contributions (distributions) attributable to redeemable noncontrolling interests— — — — — — 2,242 — 
Net consolidation (deconsolidation) of Company-sponsored funds— — — — — — (75,385)— 
December 31, 2019$527 $636,788 $(242,461)$(6,326)$(174,825)$213,703 $53,412 47,250 
Dividends ($2.56 per share)— — (125,665)— — (125,665)— — 
Issuance of common stock8 1,002 — — — 1,010 — 883 
Repurchase of common stock— — — — (25,937)(25,937)— (345)
Issuance of restricted stock units—net— 3,865 — — — 3,865 — — 
Amortization of restricted stock units— 28,740 — — — 28,740 — — 
Forfeitures of restricted stock units— (253)— — — (253)— — 
Net income (loss)— — 76,584 — — 76,584 (1,419)— 
Other comprehensive income (loss)— — — 2,192 — 2,192 — — 
Net consolidation (deconsolidation) of Company-sponsored funds— — — — — — (1,328)— 
December 31, 2020$535 $670,142 $(291,542)$(4,134)$(200,762)$174,239 $50,665 47,788 
Dividends ($3.05 per share)— — (151,821)— — (151,821)— — 
Issuance of common stock8 1,170 — — — 1,178 — 805 
Repurchase of common stock— — — — (22,592)(22,592)— (323)
Issuance of restricted stock units—net— 6,389 — — — 6,389 — — 
Amortization of restricted stock units— 40,766 — — — 40,766 — — 
Forfeitures of restricted stock units— (2,620)— — — (2,620)— — 
Net income (loss)— — 211,396 — — 211,396 14,758 — 
Other comprehensive income (loss)— — — (1,752)— (1,752)— — 
Net contributions (distributions) attributable to redeemable noncontrolling interests— — — — — — 23,720 — 
December 31, 2021$543 $715,847 $(231,967)$(5,886)$(223,354)$255,183 $89,143 48,270 
See notes to consolidated financial statements

F-9

F-8


COHEN & STEERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Years Ended December 31,
 202120202019
Cash flows from operating activities:
Net income$226,154 $75,165 $146,984 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation expense—net40,464 29,337 27,811 
Depreciation and amortization5,690 6,145 4,982 
Amortization of right-of-use assets10,343 10,128 10,048 
(Gain) loss from investments—net(18,784)4,116 (21,673)
Deferred income taxes104 107 96 
Foreign currency (gain) loss1,974 (1,269)9 
Changes in operating assets and liabilities:
Accounts receivable(16,384)(9,310)(8,729)
Due from brokers1,539 (3,382)989 
Deferred commissions(1,440)(1,474)(1,628)
Investments within consolidated Company-sponsored funds(27,525)(3,605)(13,997)
Other assets4,334 (771)(120)
Accrued compensation and benefits22,783 4,622 4,988 
Distribution and service fees payable2,435 430 (1,175)
Operating lease liabilities(11,550)(11,314)(10,955)
Due to brokers450 135 45 
Income tax payable9,991 (9,640)3,531 
Other liabilities and accrued expenses(7,677)(234)239 
Net cash provided by (used in) operating activities242,901 89,186 141,445 
Cash flows from investing activities:
Purchases of investments(54,043)(70,963)(50,943)
Proceeds from sales and maturities of investments104,386 71,695 89,644 
Purchases of property and equipment(2,695)(2,502)(2,752)
Net cash provided by (used in) investing activities47,648 (1,770)35,949 
Cash flows from financing activities:
Issuance of common stock—net1,001 859 741 
Repurchase of common stock(22,592)(25,937)(10,408)
Dividends to stockholders(147,555)(122,489)(162,705)
Net contributions (distributions) from redeemable noncontrolling interests23,720 (1,328)2,242 
Net cash provided by (used in) financing activities(145,426)(148,895)(170,130)
Net increase (decrease) in cash and cash equivalents145,123 (61,479)7,264 
Effect of foreign exchange rate changes on cash and cash equivalents(999)1,359 1,355 
Cash and cash equivalents, beginning of the year41,232 101,352 92,733 
Cash and cash equivalents, end of the year$185,356 $41,232 $101,352 


 Year Ended December 31,
 2017 2016 2015
Cash flows from operating activities:     
Net income$92,486
 $92,810
 $64,337
Adjustments to reconcile net income to net cash provided by (used in) operating activities:     
Stock compensation expense21,769
 21,649
 22,686
Depreciation and amortization7,117
 7,610
 6,213
Deferred rent(235) (139) 640
(Gain) loss from trading investments—net(1,915) (218) 2,376
Equity in (earnings) losses of affiliates—net242
 (3,324) 10,378
(Gain) loss from available-for-sale investments—net(347) (1,451) 2,648
Deferred income taxes(314) (900) 7,392
Foreign currency (gain) loss47
 1,684
 (443)
Changes in operating assets and liabilities:     
Accounts receivable(7,613) (3,413) (724)
Due from brokers(4,850) (1,261) (4,299)
Deferred commissions(1,894) (3,909) (2,572)
Trading investments(60,252) (3,956) (30,036)
Other assets(576) (1,442) (1,266)
Accrued compensation6,064
 4,855
 2,228
Distribution and service fees payable(221) 260
 (803)
Due to broker3,282
 1,771
 4,364
Income tax payable10,517
 2,110
 5,231
Other liabilities and accrued expenses946
 2,222
 1,446
Net cash provided by (used in) operating activities64,253
 114,958
 89,796
Cash flows from investing activities:     
Proceeds from redemptions of equity method investments41
 363
 1,184
Purchases of available-for-sale investments(16,901) (8,096) (5,663)
Proceeds from sales of available-for-sale investments25,811
 20,814
 7,303
Purchases of property and equipment(3,242) (10,183) (2,427)
Net cash provided by (used in) investing activities5,709
 2,898
 397
Cash flows from financing activities:     
Excess tax benefits associated with restricted stock units—
 —
 4,822
Issuance of common stock636
 642
 539
Repurchase of common stock(9,141) (8,040) (19,234)
Dividends to stockholders(98,313) (70,825) (68,177)
Distributions to redeemable noncontrolling interest(263) (342) (10)
Contributions from redeemable noncontrolling interest46,658
 4,023
 10,951
Net cash provided by (used in) financing activities(60,423) (74,542) (71,109)
Net increase (decrease) in cash and cash equivalents9,539
 43,314
 19,084
Effect of foreign exchange rate changes on cash and cash equivalents679
 (2,808) (1,294)
Cash and cash equivalents, beginning of the year183,234
 142,728
 124,938
Cash and cash equivalents, end of the year$193,452
 $183,234
 $142,728


See notes to consolidated financial statements

F-10

F-9


COHEN & STEERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)


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

Years ended December 31,
(in thousands)202120202019
Cash and cash equivalents$184,373 $41,232 $101,352 
Cash included in investments (1)
983 — — 
Total cash and cash equivalents within consolidated statements of cash flows$185,356 $41,232 $101,352 
________________________
(1)    Cash included in investments represents operating cash held in a consolidated Company-sponsored fund.
For the yearsyear ended December 31, 2017, 20162021, 2020 and 2015,2019, the Company paid taxes, net of tax refunds, of approximately $57,726,000, $49,331,000$45.7 million, $27.7 million and $30,885,000,$37.0 million, respectively.
Supplemental disclosures of non-cash investing and financing activities:
In connection with its stock incentive plan, the Company issued fully vested restricted stock units in the amount of $618,000, $486,000 and $425,000 for the years ended December 31, 2017, 2016 and 2015, respectively. For the years ended December 31, 2017, 2016 and 2015, the Company recorded restricted stock unit dividend equivalents, net of forfeitures, in the amount of $3,356,000, $1,972,000$4.3 million, $3.2 million and $1,684,000,$6.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. These amounts are included in the issuance of restricted stock units and in dividends in the consolidated statements of changes in stockholders' equity.
Effective MarchSeptember 1, 2016,2019, the Company’sCompany's proportionate ownership interest in the Cohen & Steers Low Duration Preferred Securities and Income Fund,SMA Shares, Inc. (LPX)(PISH) decreased and the Company deconsolidated the assets and liabilities of LPXPISH resulting in a non-cash reduction of approximately $14,036,000$7.2 million from both investments and redeemable noncontrolling interests in order to remove amounts attributable to third-party investors in PISH. The Company redeemed its remaining interest in PISH in December 2019.
Effective January 1, 2019, the Company's proportionate ownership interest in the Cohen & Steers SICAV Global Preferred Securities Fund (SICAV Preferred) decreased and the Company deconsolidated the assets and liabilities of SICAV Preferred resulting in a non-cash reduction of $114.2 million from both investments and redeemable noncontrolling interests.
For the year ended December 31, 2019, the Company's proportionate ownership interest in the Cohen & Steers SICAV Global Real Estate Fund (SICAV GRE) increased and the Company consolidated the assets and liabilities and the results of operations of SICAV GRE, resulting in a non-cash increase of $14,550,000$46.0 million to equity method investments. Effective October 1, 2016, the Company’s proportionate ownership interest in LPX decreasedboth investments and the Company recorded a non-cash reclassification of $15,045,000, from equity method investments into available-for-sale investments.
Effective June 1, 2016, the Company’s proportionate ownership interest in Cohen & Steers MLP & Energy Opportunity Fund, Inc. (MLO) decreased and the Company recorded a non-cash reclassification of $12,995,000, from equity method investments into available-for-sale investments.


redeemable noncontrolling interests.

F-11
F-10




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Basis of Presentation
Cohen & Steers, Inc. (CNS) was organized as a Delaware corporation on March 17, 2004. CNS is the holding company for its direct and indirect subsidiaries, including Cohen & Steers Capital Management, Inc. (CSCM), Cohen & Steers Securities, LLC (CSS), Cohen & Steers AsiaUK Limited (CSAL)(CSUK), Cohen & Steers UKIreland Limited (CSUK)(CSIL), Cohen & Steers Asia Limited (CSAL) and Cohen & Steers Japan LLCLimited (CSJL) (collectively, the Company).
The Company is a global investment manager specializing in liquid real assets and alternative income, including real estate, preferred securities, listed infrastructure, commodities and natural resource equities, commodities, as well as preferred securities and other incomemulti-strategy solutions. Founded in 1986, the Company is headquartered in New York City, with offices in London, Dublin, Hong Kong Tokyo and Seattle.Tokyo.
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements set forth herein include the accounts of CNS and its direct and indirect subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.
2. Summary of Significant Accounting Policies
Recently Adopted Accounting Pronouncements—In March 2016,December 2019, the Financial Accounting Standards Board (FASB)
issued new guidance amendingAccounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the current accountingAccounting for an investment that becomes qualified for the equity method of accounting.Income Taxes. The guidance requires that the cost of acquiring an additional interest in the investment, if any, that resulted in it qualifying for the equity method be addedstandard is intended to simplify various aspects related to income taxes and removes certain exceptions to the carrying value of the investment. The equity method will then be applied from that point forward without any retroactive application or adjustment.general
principles in Topic 740. This new guidance wasbecame effective for the Company’s first quarter of 2017.on January 1, 2021. The Company's adoption of thisthe new guidance
standard did not have a material impacteffect on its consolidated financial statements and related disclosures.
In March 2016, the FASB issued new guidance which simplifies several aspects of the accounting for share-based payment transactions, including the accounting for income taxes, excess tax benefits, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted this guidance on January 1, 2017. As a result, the Company reclassified $285,000 from additional paid-in capital to retained earnings on January 1, 2017. Prospectively beginning January 1, 2017, excess tax benefits or tax deficiencies are now reflected in the consolidated statements of operations as a component of the provision for income taxes. For the year ended December 31, 2017, the Company recognized $49,000 of excess tax benefits. Additionally, the consolidated statements of cash flows now reflect excess tax benefits from share-based payments as an operating activity, rather than a financing activity. Finally, the Company elected to account for forfeitures as they occur, rather than estimate expected forfeitures.
Accounting Estimates—The preparation of the 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes the estimates used in preparing the consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates.
Reclassifications—The Company reclassified certain prior period amounts to conform with the current period presentation, primarily related to accrued employee benefits which were reclassified from other liabilities and accrued expenses to accrued compensation and benefits on the Company's consolidated statements of financial condition and cash flows.
Consolidation of Company-sponsored Funds—Investments in Company-sponsored funds and management fees are evaluated at inception and thereafter, if there is a reconsideration event, in order to determine whether to apply the Variable Interest Entity (VIE) model or the Voting Interest Entity (VOE) model. In performing this analysis, all of the Company’s management fees are presumed to be commensurate and at market and are therefore not considered variable interests.
A VIE is an entity in which either (a)(i) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or (b)(ii) the group of holders of the equity investment at risk lack certain characteristics of a controlling financial interest. The primary beneficiary is the entity that has (a)(i) the power to direct the activities of the VIE that most significantly affect its performance, and (b)(ii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. InvestmentsSubscriptions and redemptions or amendments to the governing documents of the respective entities could affect an entity’sentity's status as a VIE or the determination of the primary beneficiary. Limited partnerships and similar entities are determined to be a VIE when the Company is the general partner and the limited partners do not hold substantive kick-out or participation rights. The Company assesses whether it is the primary beneficiary of any VIEs identified by evaluating


F-11



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


its economic interests in the entity held either directly by the Company and its affiliates or indirectly through employees. VIEs for which the Company is deemed to be the primary beneficiary are consolidated.
Investments in Company-sponsored funds that are determined to be VOEs are consolidated when the Company’s ownership interest is greater than 50% of the outstanding voting interests of the fund or when the Company is the general partner of the fund and the limited partners do not have substantive kick-out or participating rights in the fund.
F-12



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

The Company records noncontrolling interests in consolidated Company-sponsored funds for which the Company’s ownership is less than 100%. See Note 4 for further discussion about the Company’s seed investments.
Cash and Cash Equivalents—Cash and cash equivalents are on deposit with three majorseveral highly rated financial institutions and consist ofinclude short-term, highly liquid investments, which are readily convertible into cash and have original maturities of three months or less.
Due from/to Brokers—The Company, conducts business, primarily with respect to itsincluding the consolidated seed investments,Company-sponsored funds, may transact with brokers for certain of its investment activities. The clearing and custody operations for these investment activities are performed pursuant to contractual agreements. The due from/to brokers balance representsbalances represent cash andand/or cash equivalentscollateral balances at brokers/custodians and/or receivables and payables for unsettled securities transactions.transactions with brokers.
Investments—Management of the Company determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination no less than on a quarterly basis. The Company's investments are categorized as follows:
•Equity investments at each statement of financial condition date.
Investments classified as tradingfair value, which generally represent listed equity securities held within the affiliatedconsolidated Company-sponsored funds, thatlisted equity securities held directly for the purpose of establishing performance track records and seed investments in Company-sponsored open-end funds where the Company consolidateshas neither control nor the ability to exercise significant influence.
•Trading investments, which generally represent debt securities held within the consolidated Company-sponsored funds and are measuredlisted debt securities held directly for the purpose of establishing performance track records.
•Held-to-maturity investments generally represent corporate investments in U.S. Treasury securities recorded at fair value based on quoted market prices, market prices obtained from independent pricing services engaged by management or as determined by management and approved byamortized cost. Under the Company’s valuation committee. Unrealized gains andcurrent expected credit loss model, any expected credit losses are recordedrecognized as gain (loss) from trading investments—net inan allowance, which represents an adjustment to the Company’s consolidated statements of operations.amortized costs basis. The Company did not hold any held-to-maturity investments at December 31, 2021.
Investments classified as equity•Equity method investments, which generally represent seed investments in Company-sponsored funds in which the Company owns between 20-50% of the outstanding voting interests in the affiliated fund or when it is determined that the Company is able to exercise significant influence but not control over the investments. When using the equity method, the Company recognizes its respective share of the affiliated investee fund net income or loss for the period which is recorded as equity in earnings (losses) of affiliates—gain (loss) from investments—net in the Company’sCompany's consolidated statements of operations. As of December 31, 2017, the Company’s equity method investments consisted of interests in affiliated funds measured at fair value based on quoted market prices or NAV (or its equivalent) as a practical expedient
Realized and report a net asset value on a recurring basis. The carrying amounts of these investments approximate their fair value.
Investments classified as available-for-sale are comprised of equity securities, fixed income securities, investment-grade preferred instruments and investments in Company-sponsored open-end funds where the Company has neither control nor the ability to exercise significant influence. 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, reportedon equity investments at fair value, trading investments and equity method investments are recorded 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, based on available quantitative and qualitative information as of the report date, the loss will be recognized as gain (loss) from available-for-sale investments—net in the Company’sCompany's consolidated statements of operations.
From time to time, the affiliatedCompany, including the consolidated Company-sponsored funds, consolidated by the Companymay enter into derivative contracts, including options, futures and swaps contracts, to gain exposure to the underlying commodities markets or to economically hedge market and credit risksrisk of the underlying portfolios utilizing options, total return swaps, credit default swaps and futures contracts. These instruments are measured at fair value based on their settlement price at the close of trading on the associated commodities exchange or board of trade with gainsportfolios. Gains and losses on derivative contracts are recorded asin gain (loss) from trading investments—net in the Company’sCompany's consolidated statements of operations. The fair values of these instruments are recorded in other assets or other liabilities and accrued expenses on the Company’sCompany's consolidated statements of financial condition. As of December 31, 2017, none of the outstanding derivative contracts were subject to a master netting agreement or other similar arrangement.


F-12



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


Additionally, from time to time, the Company, entersincluding the consolidated Company-sponsored funds, may enter into forward foreign exchange contracts to economically hedge its currency exposure related to certain client receivables.exposure. These instruments are measured at fair value based on the prevailing forward exchange rate with gains and losses recorded in other non-operating incomeforeign currency gain (loss)—net in the Company’s consolidated statements of operations. The fair values of these contracts are recorded in other assets or other liabilities and accrued expenses on the Company’s consolidated statements of financial condition.
GoodwillLeases—The Company determines if an arrangement is a lease at inception. The Company has operating leases for corporate offices and Intangible Assets—Goodwill representscertain information technology equipment which are included in operating lease right-of-use (ROU) assets and operating lease liabilities on the excessCompany’s consolidated statements of financial condition.
F-13



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

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent obligations to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the net present value of lease payments over the life of the costlease. The majority of the Company’s investmentlease agreements do not provide an implicit rate. As a result, the Company used its estimated incremental borrowing rate based on the information available as of lease commencement dates in determining the netpresent value of lease payments. The operating lease ROU assets reflect any upfront lease payments made as well as lease incentives received. The lease terms may include options to extend or terminate the lease and these are factored into the determination of an acquired companythe ROU asset and lease liability at lease inception when and if it is reasonably certain that the Company will exercise that option. Lease expense for fixed lease payments is recognized on a straight-line basis over the fair value of the underlying identifiable netlease term.
The Company has certain lease agreements with non-lease components such as maintenance and executory costs, which are accounted for separately and not included in ROU assets.
ROU assets 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 impairment whenever events or changes in facts or circumstances indicate that the carrying amount of an asset may not be recoverable. See Note 3 for further discussion aboutModification of a lease term would result in remeasurement of the Company’s goodwilllease liability and intangiblea corresponding adjustment to the ROU assets.
Redeemable Noncontrolling InterestInterests—Redeemable noncontrolling interest representsinterests represent third-party interests in the Company’s consolidated Company-sponsored funds. This interest isThese interests are redeemable at the option of the investors and therefore isare not treated as permanent equity. Redeemable noncontrolling interest isinterests are recorded at redemptionfair value which approximates the fairredemption value at each reporting period.
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 funds.funds as well as model-based portfolios. Investment advisory fees are earned pursuant to the terms of investment management agreements and are generally based on a contractual fee rate applied to the average assets in the portfolio.under management. The Company also earns administration fees from certain Company-sponsored open-end and closed-end funds pursuant to the terms of underlying administration contracts. Administration fees are based on the average daily assets under management of such funds. Investment advisory and administration fee revenue is recognized when earned.earned and is recorded net of any fund reimbursements. The investment advisory and administration contracts each include a single performance obligation as the services provided are not separately identifiable and are accounted for as a series satisfied over time using a time-based method (days elapsed). Additionally, investment advisory and administration fees represent variable consideration, as fees are based on average assets under management which fluctuate daily.
In certain instances, the Company may earn performance fees when specified performance hurdles are met during the performance period. Performance fees are forms of variable consideration and are not recognized until it becomes probable that there will not be a significant reversal of the cumulative revenue recognized.
Distribution and Service Fee Revenue—Distribution and service fee revenue is based on the average daily net assets of certain share classes of the Company’sCompany's sponsored open-end funds distributed by CSS. Distribution and service fee revenue is earned daily and is generally recorded gross of any third-party distribution and service fee expense for applicable share classes.
Distribution fee agreements include a single performance obligation that is satisfied at a point in time when an investor purchases shares in a Company-sponsored open-end fund. For all periods presented, a portion of the distribution fee revenue recognized in the period may relate to performance obligations satisfied (or partially satisfied) in prior periods. Service fee agreements include a single performance obligation as the services provided are not separately identifiable and are accounted for as a series satisfied over time using a time-based method (days elapsed). Additionally, distribution and service fees represent variable consideration, as fees are based on average assets under management which fluctuate daily.
Distribution and Service Fee Expense—Distribution and service fee expense includes distribution fees, shareholder servicing fees and intermediary assistance payments. Distribution and service fee expense is recorded on an accrual basis.
Distribution fee expense representsfees represent payments made to qualified intermediaries for (i) assistance in connection with the distribution of the Company’sCompany's sponsored open-end funds’funds' shares and (ii) for other expenses such as advertising, costs and printing and
F-14



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

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). The Company pays distribution fee expense1940. Distribution fees are based on the average daily net assets under management of certain share classes of certain of the funds.
Shareholder servicing fee expense representsfees represent payments made to qualified intermediaries for shareholder account service and maintenance. These services are provided pursuant to written agreements with such qualified institutions. The Company pays shareholder serving fee expenseShareholder servicing fees are generally based on the average daily net assets under management or the number of accounts being serviced.management.
Intermediary assistance payments represent payments to qualified intermediaries for activities related to distribution, shareholder servicing andas well as marketing and support of Company-sponsoredthe Company's sponsored open-end funds and are incremental to those described above. Intermediary assistance payments are generally based on the average daily net assets under management or the number of accounts being serviced.management.
Portfolio Consulting and Other—The Company earns portfolio consulting and other fees by (i) providing portfolio consulting services in connection with model-based strategy accounts, (ii) earning a licensing fee for the use of the Company’s proprietary indexes and (iii) providing portfolio monitoring services related to a number of unit investment trusts.


F-13



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


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 when earned.
Stock-based Compensation—The Company recognizes compensation expense for the grant-date fair value of restricted stock unit awards of equity instruments to certain employees. This expense is recognized over the period during which employees are required to provide service. Forfeitures are recorded as incurred. Any change to the key terms of an employee’s award subsequent to the grant date is evaluated and, if necessary, accounted for as a modification. If the modification results in the remeasurement of the fair value of the award, the remeasured compensation cost is recognized over the remaining service period.
Income Taxes—The Company records the current and deferred tax consequences of all transactions that have been recognized in the consolidated financial statements in accordance with the provisions of the enacted tax laws. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years at tax rates that are expected to apply in those years. Deferred tax liabilities are recognized for temporary differences that will result in taxable income in future years at tax rates that are expected to apply in those years. The Company records a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized.
The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across the Company’sCompany's global operations. A tax benefit from an uncertain tax position may beis recognized when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, on the basis of the technical merits. The Company records potential interest and penalties related to uncertain tax positions in the provision for income taxes in the consolidated statements of operations.
Currency Translation and Transactions—Assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the applicable consolidated statement of financial condition date. Revenue and expenses of such subsidiaries are translated at average exchange rates during the period. The gains or losses resulting from translating non-U.S. dollar functional currency into U.S. dollars are included in the Company’sCompany's consolidated statements of comprehensive income. The cumulative translation adjustment was $(4,781,000), $(6,845,000)$(5.9) million, $(4.1) million and $(3,908,000)$(6.3) million as of December 31, 2017, 20162021, 2020 and 2015, respectively.2019, respectively, and was reported within accumulated other comprehensive income (loss) on the consolidated statements of financial condition. Gains or losses resulting from non-U.S.transactions denominated in currencies other than the U.S. dollar currency transactionswithin certain foreign subsidiaries and gains and losses arising on revaluation of U.S. dollar-denominated assets and liabilities held by certain foreign subsidiaries are included in other non-operating incomeforeign currency gain (loss)-net in the Company’s consolidated statements of operations.
Comprehensive Income—The Company reports all changes in comprehensive income in the consolidated statements of comprehensive income. Comprehensive income generally includes net income or loss attributable to common stockholders as well as the net of taxand amounts attributable to foreign currency translation gain (loss), unrealized gain (loss) from available-for-sale investments and the reclassification of realized gain (loss) from available-for-sale investments to the statements of operations.
Recently Issued Accounting Pronouncements—In February 2018, the FASB issued new guidance allowing entities to reclassify certain tax effects related to the enactment of the Tax Act from accumulated other comprehensive income (AOCI) to retained earnings. Prior to the issuance of the new guidance, a portion of the previously recognized deferred tax effects recorded in AOCI was “left stranded” in AOCI as the effect of remeasuring the deferred taxes using the reduced federal corporate income tax rate was required to be recorded through income. The new guidance allows these stranded tax effects to be reclassified from AOCI to retained earnings. The new guidance will be effective on January 1, 2019, with early adoption permitted and is to be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. The Company is still assessing which adoption method it will choose but it does not expect either method to have a material effect on its consolidated financial statements and related disclosures.
In August 2017, the FASB issued new guidance amending the accounting for hedging activities. The new guidance (i) expands hedge accounting for nonfinancial and financial risk components and amends measurement methodologies to more closely align hedge accounting with an entity’s risk management activities, (ii) decreases the complexity of preparing and understanding hedge results through eliminating the separate measurement and reporting of hedge ineffectiveness, (iii) enhances transparency, comparability and understandability of hedge results through enhanced disclosures and changing the presentation of hedge results to align the effects of the hedging instrument and the hedged item and (iv) reduces the cost and complexity of applying hedge accounting by simplifying the manner in which assessments of hedge effectiveness may be

.

F-15
F-14






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



3. Revenue
performed. The new guidance will be effective on January 1, 2019,following tables summarize revenue recognized from contracts with early adoption permitted. customers by client domicile and by investment vehicle:
Years ended December 31,
(in thousands)202120202019
Client domicile:
North America$506,364 $363,834 $352,629 
Japan38,039 32,517 33,967 
Europe, Middle East and Africa26,330 19,869 11,087 
Asia Pacific excluding Japan13,099 11,316 13,147 
Total$583,832 $427,536 $410,830 
Years ended December 31,
(in thousands)202120202019
Investment vehicle:
Open-end funds (1)
$328,647 $233,634 $219,982 
Institutional accounts146,345 115,876 110,346 
Closed-end funds108,840 78,026 80,502 
Total$583,832 $427,536 $410,830 
________________________
(1)    Included distribution and service fees and other revenue.
4. Investments
The Company is currently evaluating the potential effect of this new guidance on its consolidated financial statements and related disclosures.
In May 2017, the FASB issued new guidance for modification accounting related to share-based payment transactions in order to provide clarity and to reduce current diversity in practice. This new guidance does not fundamentally change the notion of a modification. Instead, the amendments clarify which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments became effective on January 1, 2018 and must be applied prospectively to any awards modified on or after the adoption date. The adoption of the new guidance did not have a material effect onfollowing table summarizes the Company’s consolidated financial statements and related disclosures.investments:
(in thousands)December 31, 2021December 31, 2020
Equity investments at fair value$130,930 $94,089 
Trading23,711 18,700 
Held-to-maturity carried at amortized cost (1)
— 41,648 
Equity method13 541 
Total investments$154,654 $154,978 
In January 2017, the FASB issued guidance to simplify the goodwill impairment test by removing the requirement to perform_________________________
(1)    At December 31, 2020, held-to-maturity investments comprised of U.S. Treasury securities had a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value not to exceed the carrying amount of goodwill. This new guidance will be effective on January 1, 2020. The Company does not expect the adoption of the new guidance to$41.7 million. These securities would have a material effect on its consolidated financial statements and related disclosures.
In August 2016, the FASB amended the current guidance on the classification of certain cash receipts and payments in the statement of cash flows. This guidance is intended to unify the currently diverse presentations and classifications, including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. The Company evaluated the eight issues and concluded that only distributions received from equity method investees is applicable to the Company. This amended guidance became effective on January 1, 2018 and was adopted retrospectively. The Company made an accounting policy election to use the Cumulative Earnings Approach when determining whether distributions received from equity method investments should bebeen classified as either operating or investing activitieslevel 2 within the Company’s consolidated statementsfair value hierarchy if carried at fair value.

The following table summarizes gain (loss) from investments—net, including derivative financial instruments, the majority of cash flows.which are used to economically hedge certain exposures (see Note 6, Derivatives):
Years Ended December 31,
(in thousands)202120202019
Net realized gains (losses) during the period$8,402 $(5,395)$12,227 
Net unrealized gains (losses) during the period on investments
       still held at the end of the period
10,382 1,279 9,446 
Gain (loss) from investments—net (1)
$18,784 $(4,116)$21,673 
In February 2016, the FASB issued guidance introducing a new lease model which requires lessees_________________________
(1)    Included gain (loss) attributable to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new guidance establishes a right-of-use model (ROU) that requires a lessee to recognize an ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new guidance also requires disclosures by lessees and lessors to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The new guidance is effective on January 1, 2019, with early adoption permitted. The Company expects to adopt the new guidance on its effective date. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. While the Company is continuing to assess the effect of adoption, it currently believes the most significant change relates to the recognition of new ROU assets and lease liabilities on its consolidated statements of financial condition for its office space and other operating leases. The Company does not expect a significant change in its leasing activity between now and adoption. The Company is still assessing which of the available practical expedients it plans to elect upon adoption.

redeemable noncontrolling interests.

F-16
F-15






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



In January 2016, the FASB issued new guidance amending the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. Upon adoption of this guidance, changes in the fair value of the Company’s available-for-sale equity investments will be reported through earnings rather than through other comprehensive income. This new guidance became effective on January 1, 2018 and required a cumulative-effect adjustment to beginning retained earnings in the amount of approximately $1,323,000, net of tax. Additionally, if the Company had applied the new guidance for the year endedAt December 31, 2017, approximately $250,000 of net unrealized gains recorded in other comprehensive income would have been recorded in non-operating income (loss) in2021, the Company’sCompany's consolidated statement of operations.
In May 2014,VIEs included 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. In March 2016, the FASB issued a revision which clarifies (a) determination of the appropriate unit of account under the revenue standard’s principal versus agent guidance and (b) application of the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. In April 2016, the FASB issued an amendment to provide more detailed guidance and examples related to (a) identifying performance obligations and (b) licenses of intellectual property. In May 2016, the FASB amended the standard to clarify the guidance on assessing collectibility, presenting sales taxes, measuring noncash consideration, and certain transition matters. This new guidance became effective for the Company’s first quarter of 2018 and was adopted retrospectively. The adoption of the new standard did not have a material impact on the timing of recognition for the majority of the Company’s revenue but will affect the presentation of certain costs on either a gross or net basis. In addition, the adoption of the new standard will require additional disclosures in 2018. 
3. Goodwill and Intangible Assets
The following table summarizes the changes in the Company’s goodwill and intangible assets during the years ended December 31, 2017 and 2016 (in thousands):
 Goodwill 
Finite-Lived Intangible
Assets
 
Indefinite-Lived
Intangible Assets
Balance at January 1, 2016$17,975
 $273
 $1,250
Currency revaluation(291) —
 —
AmortizationN/A
 (89) N/A
Balance at December 31, 2016$17,684
 $184
 $1,250
Currency revaluation1,350
 —
 —
AmortizationN/A
 (89) N/A
Balance at December 31, 2017$19,034
 $95
 $1,250



F-16



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


The following table summarizes the Company’s intangible assets at December 31, 2017 and 2016 (in thousands):
 
Remaining
Amortization
Period
(in months)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Intangible
Assets, Net
2017       
Amortized intangible assets:       
Client relationships12 $1,543
 $(1,448) $95
Non-amortized intangible assets:       
Mutual fund management contracts— 1,250
 —
 1,250
Total  $2,793
 $(1,448) $1,345
2016       
Amortized intangible assets:       
Client relationships24 $1,543
 $(1,359) $184
Non-amortized intangible assets:       
Mutual fund management contracts— 1,250
 —
 1,250
Total  $2,793
 $(1,359) $1,434

Amortization expense related to the intangible assets was approximately $89,000 for each of the years ended December 31, 2017, 2016 and 2015, respectively. The remaining future amortization expense is summarized in the table below (in thousands):
Period Ending December 31,
Remaining
Amortization
Expense
2018$95
4. Investments
The following table summarizes the Company’s investments as of December 31, 2017 and 2016 (in thousands):
 December 31,
 2017 2016
Trading investments$74,856
 $12,689
Equity method investments6,176
 6,459
Available-for-sale investments27,074
 35,396


F-17



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


Gain (loss) from seed investments for the years ended December 31, 2017, 2016 and 2015 is summarized in the table below (in thousands):
 Year Ended December 31,
 2017 2016 2015
Gain (loss) from trading investments—net (1)
$1,915
 $218
 $(2,376)
Equity in earnings (losses) of affiliates—net(242) 3,324
 (10,378)
Gain (loss) from available-for-sale investments—net347
 1,451
 (2,648)
      
Number of new funds seeded2
 —
 2
_________________________
(1)    Includes net income (loss) attributable to redeemable noncontrolling interest for the periods presented.
Voting Interest Entities
The Cohen & Steers Funds ICAV (ICAV), an Irish alternative investment fund (AIF), and the Cohen & Steers Active Commodities Fund (Commodities Sub-Fund), a sub-fund within the ICAV, were launched by the Company in January 2017, and meet the definition of an investment company. The Company is the investment adviser of the Commodities Sub-Fund for which it receives a management fee. The ICAV and the Commodities Sub-Fund are each a VOE and the Company’s ownership interest in the ICAV is less than 20%; therefore, the Company classifies its investment in the Commodities Sub-Fund as an available-for-sale investment.
The Cohen & Steers Low Duration Preferred and Income Fund, Inc. (LPX), launched by the Company in December 2015, is an open-end fund for which the Company is the investment adviser. LPX is a VOE and the Company owned the majority of the outstanding voting interests through February 29, 2016. Accordingly, the underlying assets and liabilities and results of operations of LPX had been included in the Company’s consolidated financial statements with the third-party interests classified as redeemable noncontrolling interest. As a result of additional third-party subscriptions into the fund, effective March 1, 2016, the Company no longer owned the majority of the outstanding voting interest in LPX; however, it was determined that the Company had significant influence over the financial decisions of LPX and therefore classified its investment in LPX using the equity method of accounting. Effective October 1, 2016, the Company’s ownership interest in LPX fell below 20% and the Company no longer had significant influence over LPX. Accordingly, the Company began classifying its investment in LPX as an available-for-sale investment until the second quarter of 2017, when the Company sold its remaining interest in LPX.
The Cohen & Steers Active Commodities Strategy Fund, Inc. (CDF), launched by the Company in May 2014, is an open-end fund for which the Company is the investment adviser. CDF is a VOE and the Company owned the majority of the outstanding voting interests in the fund as of December 31, 2017. Accordingly, the underlying assets and liabilities and results of operations of CDF have been included in the Company’s consolidated financial statements with the third-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. The limited partners of ACOM, unaffiliated with the Company, have the ability to liquidate the fund with a majority vote. As a result, the Company does not have financial control and ACOM is a VOE. The Company’s equity interest in ACOM represents a seed investment to launch the fund, adjusted for the Company’s proportionate share of the fund’s earnings. As of December 31, 2017, the Company’s ownership in ACOM was approximately 12%; however, as the general partner, the Company has significant influence over the financial decisions of ACOM and therefore classifies its investment in ACOM using the equity method of accounting.


F-18



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


The Cohen & Steers MLP & Energy Opportunity Fund, Inc. (MLO), launched by the Company in December 2013, is an open-end fund for which the Company is the investment adviser. MLO is a VOE. Effective November 1, 2014, as a result of its ownership interest, it was determined that the Company had significant influence over the financial decisions of MLO and therefore classified its investment in MLO using the equity method of accounting. Effective June 1, 2016, the Company’s ownership interest in MLO fell below 20% and the Company no longer had significant influence over MLO. Accordingly, the Company began classifying its investment in MLO as an available-for-sale investment.
Cohen & Steers Real Assets Fund, Inc. (RAP), launched by the Company in January 2012, is an open-end fund for which the Company is the investment adviser. RAP is a VOE. The Company classified its investment in RAP as an available-for-sale investment until the fourth quarter of 2016 when the Company sold its remaining interest in RAP.
Variable Interest Entities
The Cohen & Steers SICAV Global Preferred Securities Fund (SICAV Preferred), a Luxembourg-domiciled undertaking for collective investments in transferable securities (UCITS), was launched by the Company in May 2017 and meets the definition of an investment company. The Company is the investment adviser of SICAV Preferred for which it receives a management fee. SICAV Preferred is a VIE and the Company is the primary beneficiary. As of December 31, 2017, the Company’s ownership interest in SICAV Preferred was approximately 26%. Accordingly, the underlying assets and liabilities and results of operations of SICAV Preferred have been included in the Company’s consolidated financial statements with the third-party interests classified as redeemable noncontrolling interest.
The Cohen & Steers SICAV Global Listed Infrastructure Fund (GLI SICAV), a Luxembourg-domiciled UCITS, was launched bySICAV GRE, the Company in September 2015 and meets the definition of an investment company. The Company is the investment adviser of GLI SICAV for which it receives a management fee. GLI SICAV is a VIE and the Company is the primary beneficiary. As of December 31, 2017, the Company was the only investor in the fund and therefore, the Company would absorb all of the expected losses and residual returns of GLI SICAV. Accordingly, the underlying assets and liabilities and results of operations of GLI SICAV have been included in the Company’s consolidated financial statements.
Cohen & Steers Global Realty Partners III-TE, L.P. (GRP-TE)SICAV Diversified Real Assets Fund (SICAV RAP), 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. The Company’s equity interest in GRP-TE represents a seed investment to launch the fund, adjusted for the Company’s proportionate share of the fund’s earnings. As of December 31, 2017, the Company’s ownership in GRP-TE was approximately 0.2%; however, as the general partner, the Company has significant influence over the financial decisions of GRP-TE and therefore classifies its investment using the equity method of accounting. The Company’s risk with respect to its investment in GRP-TE is limited to its equity ownership 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. GRP-CIP is a VIE and the Company isCohen & Steers Real Estate Opportunities Fund, L.P. (REOF). At December 31, 2020, the primary beneficiary as it owns all of the voting interest inCompany's consolidated VIEs included GLI SICAV, SICAV GRE, SICAV RAP and GRP-CIP. Accordingly, the underlying assets and liabilities and results of operations of GRP-CIP have been included in the Company’s consolidated financial statements.


F-19



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


The following table represents the portion oftables summarize the consolidated statements of financial condition attributable to the Company's consolidated VIEs as of December 31, 2017 and 2016.VIEs:
December 31, 2021
(in thousands)GLI SICAVSICAV GRESICAV RAPGRP-CIPREOFTotal
Assets (1)
Investments$8,266 $57,354 $59,493 $150 $2,649 $127,912 
Due from brokers— 1,107 86 147 — 1,340 
Other assets42 214 740 — 593 1,589 
Total assets$8,308 $58,675 $60,319 $297 $3,242 $130,841 
Liabilities (1)
Due to brokers$— $347 $579 $— $— 926 
Other liabilities and accrued expenses35 126 108 5 415 689 
Total liabilities$35 $473 $687 $5 $415 $1,615 
December 31, 2020
(in thousands)GLI SICAVSICAV GRESICAV RAPGRP-CIPTotal
Assets (1)
Investments$7,140 $39,672 $33,654 $277 $80,743 
Due from brokers69 45 52 57 223 
Other assets44 359 234 — 637 
Total assets$7,253 $40,076 $33,940 $334 $81,603 
Liabilities (1)
Due to brokers$27 $40 $61 $— $128 
Other liabilities and accrued expenses29 211 81 5 326 
Total liabilities$56 $251 $142 $5 $454 
_________________________
(1)    The assets may only be used to settle obligations of each VIE and the liabilities are the sole obligation of each VIE, for which creditors do not have recourse to the general credit of the Company (in thousands):Company.



F-17
 December 31, 2017 December 31, 2016
 GLI SICAV GRP-CIP SICAV Preferred Total GLI SICAV GRP-CIP Total
Assets:             
Trading investments$5,961
 $1,330
 $60,810
 $68,101
 $5,069
 $1,918
 $6,987
Due from broker285
 202
 4,923
 5,410
 181
 294
 475
Other assets32
 —
 899
 931
 43
 —
 43
Total assets$6,278
 $1,532
 $66,632
 $74,442
 $5,293
 $2,212
 $7,505
              
Liabilities:             
Due to broker$35
 $—
 $3,168
 $3,203
 $—
 $—
 $—
Other liabilities and accrued expenses87
 5
 199
 291
 70
 5
 75
Total liabilities$122
 $5
 $3,367
 $3,494
 $70
 $5
 $75
The following table summarizes the fair value of trading investments and equity method investments as of December 31, 2017 and 2016 (in thousands):
 December 31, 2017 December 31, 2016
 Trading Investments Equity Method Investments Trading Investments Equity Method Investments
Voting Interest Entities       
ACOM$—
 $6,115
 $—
 $6,371
CDF6,755
 —
 5,702
 —
        
Variable Interest Entities       
GLI SICAV5,961
 —
 5,069
 —
GRP-CIP1,330
 —
 1,918
 —
GRP-TE—
 61
 —
 88
SICAV Preferred60,810
 —
 —
 —
Total$74,856
 $6,176
 $12,689
 $6,459


F-20






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



Gain (loss) from trading investments—net for the years ended December 31, 2017, 2016 and 2015, which represent realized and unrealized gains and losses recorded by the funds the Company consolidates, are summarized in the table below (in thousands):
 Year Ended December 31,
 2017 2016 2015
Voting Interest Entities     
CDF$(417) $839
 $(2,167)
LPX—
 (769) 6
      
Variable Interest Entities     
GLI SICAV904
 297
 (135)
GRP-CIP309
 (149) (80)
SICAV Preferred1,119
 —
 —
Gain (loss) from trading investments—net$1,915
 $218
 $(2,376)
Equity in earnings (losses) of affiliates—net for the years ended December 31, 2017, 2016 and 2015 are summarized in the table below (in thousands):
 Year Ended December 31,
 2017
2016 2015
Voting Interest Entities     
ACOM$(256) $748
 $(1,988)
LPX—
 852
 —
MLO—
 1,737
 (8,397)
      
Variable Interest Entities     
GRP-TE14
 (13) 7
Equity in earnings (losses) of affiliates—net$(242) $3,324
 $(10,378)
The following tables summarize the cost, gross unrealized gains, gross unrealized losses and fair value of available-for-sale investments as of December 31, 2017 and 2016 (in thousands):
 December 31, 2017
 Cost 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses (1)
 
Fair
Value
Common stocks$6,782
 $639
 $(183) $7,238
Company-sponsored funds13,376
 1,269
 (13) 14,632
Fixed income securities3,966
 15
 (20) 3,961
Preferred securities1,100
 29
 (5) 1,124
Other100
 19
 —
 119
Total available-for-sale investments$25,324
 $1,971
 $(221) $27,074
_________________________
(1)    At December 31, 2017, there were no securities with material unrealized losses continuously for a period of more than 12 months.



F-21



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


 December 31, 2016
 Cost 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses (1)
 
Fair
Value
Common stocks$4,639
 $194
 $(325) $4,508
Company-sponsored funds28,232
 1,755
 (110) 29,877
Preferred securities1,020
 13
 (22) 1,011
Total available-for-sale investments$33,891
 $1,962
 $(457) $35,396
_________________________
(1)    At December 31, 2016, there were no securities with material unrealized losses continuously for a period of more than 12 months.
Available-for-sale investments with a fair value of approximately $6,086,000 and $18,521,000 at December 31, 2017 and 2016, respectively, were in an unrealized loss position.
As of December 31, 2017 and 2016, unrealized losses on available-for-sale investments were generally caused by changes in market conditions. When evaluating whether an unrealized loss on an available-for-sale investment is other than temporary, the Company reviews such factors as the extent and duration of the loss as well as qualitative and quantitative information about the financial condition and near-term prospects of the issuers.
As of December 31, 2017 and 2016, the Company determined that it had the ability and intent to hold the remaining available-for-sale investments for which no other-than-temporary impairment has occurred until a recovery of fair value. Accordingly, impairments of these investments were considered temporary.
Sales proceeds, gross realized gains and gross realized losses from available-for-sale investments for the years ended December 31, 2017, 2016 and 2015 are summarized in the table below (in thousands):
 Year Ended December 31, 
 2017 2016 2015 
Proceeds from sales$25,812
 $20,823
 $7,298
 
Gross realized gains714
 1,879
 759
 
Gross realized losses(367) (428) (3,407)(1)
_________________________
(1)    Includes other-than-temporary impairment charge of $2,846,000 related to the Company’s seed investment in RAP.
5. Fair Value
Accounting Standards Codification Topic 820, Fair Value Measurement (ASC 820) specifies a hierarchy of valuation classifications based on whether the inputs to the valuation techniques used in each valuation classification are observable or unobservable. These classifications are summarized in the three broad levels listed below:
•Level 1—Unadjusted quoted prices for identical instruments in active markets.
•Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable.
•Level 3—Valuations derived from valuation techniques in which significant inputs or significant value drivers are unobservable.
Inputs used to measure fair value might fall in different levels of the fair value hierarchy, in which case the Company defaults to the lowest level input that is significant to the fair value measurement in its entirety. These levels are not necessarily an indication of the risk or liquidity associated with the investments. In determining the appropriate levels, the Company performed
The following tables present fair value measurements:
December 31, 2021
(in thousands)Level 1Level 2Level 3
Investments
Measured at
NAV (1)
Total
Cash equivalents$104,591 $— $— $— $104,591 
Equity investments at fair value:
Common stocks$126,301 $116 $— $— $126,417 
Company-sponsored funds103 — — — 103 
Limited partnership interests986 — — 1,816 2,802 
Preferred securities1,465 — — — 1,465 
Other— — — 143 143 
Total$128,855 $116 $— $1,959 $130,930 
Trading investments:
Fixed income$— $23,711 $— $— $23,711 
Equity method investments$— $— $— $13 $13 
Total investments$128,855 $23,827 $— $1,972 $154,654 
Derivatives - assets:
Total return swaps - commodities (2)
$— $481 $— $— $481 
Forward contracts - foreign exchange— 209 — — 209 
Total$— $690 $— $— $690 
Derivatives - liabilities:
Total return swaps - commodities$— $17 $— $— $17 
Total return swaps - equities— 867 — — 867 
Forward contracts - foreign exchange— 3 — — 3 
Total$— $887 $— $— $887 
________________________
(1)    Comprised of certain investments measured at fair value using net asset value (NAV) as a detailed analysis of the assets and liabilities that are subject to ASC 820. Transfers among levels, ifpractical expedient.

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

F-18
F-22






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



December 31, 2020
(in thousands)Level 1Level 2Level 3
Investments
Measured at
NAV (1)
Investments
Carried at
Amortized Cost		Total
Cash equivalents$23,372 $— $— $— $— $23,372 
Equity investments at fair value:
Common stocks$91,614 $— $— $— $— $91,614 
Company-sponsored funds246 — — — — 246 
Limited partnership interests831 — — 277 — 1,108 
Preferred securities983 12 — — — 995 
Other— — — 126 — 126 
Total$93,674 $12 $— $403 $— $94,089 
Trading investments:
Fixed income$— $18,700 $— $— $— $18,700 
Held-to-maturity investments$— $— $— $— $41,648 $41,648 
Equity method investments$— $— $— $541 $— $541 
Total investments$93,674 $18,712 $— $944 $41,648 $154,978 
Derivatives - assets:
Futures - commodities$1,012 $— $— $— $— $1,012 
Derivatives - liabilities:
Futures - commodities$416 $— $— $— $— $416 
Total return swaps - commodities— 136 — — — 136 
Total return swaps - equities— 1,562 — — — 1,562 
Forward contracts - foreign exchange— 345 — — — 345 
Total$416 $2,043 $— $— $— $2,459 
any, are recorded as________________________
(1)    Comprised of the beginning of the reporting period. There were no transfers between level 1 and level 2 during the year ended December 31, 2017.
The following table presentscertain investments measured at fair value measurementsusing NAV as a practical expedient.
Cash equivalents were comprised of December 31, 2017 (in thousands):investments in actively traded U.S. Treasury money market funds measured at NAV.
 Level 1 Level 2 Level 3 
Investments
Measured at
NAV (2)
 Total
Cash equivalents (1)
$173,270
 $—
 $—
 $—
 $173,270
Trading investments         
Common stocks$5,961
 $—
 $—
 $—
 $5,961
Fixed income securities—
 6,755
 —
 —
 6,755
Limited partnership interests—
 —
 605
 725
 1,330
Preferred securities7,658
 53,152
 —
 —
 60,810
Total trading investments$13,619
 $59,907
 $605
 $725
 $74,856
Equity method investments$—
 $—
 $—
 $6,176
 $6,176
Available-for-sale investments         
Common stocks$7,238
 $—
 $—
 $—
 7,238
Company-sponsored funds14,632
 —
 —
 —
 14,632
Fixed income securities—
 3,961
 —
 —
 3,961
Preferred securities999
 125
 —
 —
 1,124
Other—
 —
 —
 119
 119
Total available-for-sale investments$22,869
 $4,086
 $—
 $119
 $27,074
Derivatives - assets         
Commodity contracts$487
 $—
 $—
 $—
 $487
Foreign exchange contracts—
 —
 —
 —
 —
Total derivatives - assets$487
 $—
 $—
 $—
 $487
Derivatives - liabilities         
Commodity contracts$286
 $—
 $—
 $—
 $286
Foreign exchange contracts—
 64
 —
 —
 64
Total derivatives - liabilities$286
 $64
 $—
 $—
 $350
_________________________
(1)Comprised ofEquity investments in actively traded U.S. Treasury money market funds measured at NAV.
(2)Comprised of certain investments measured at fair value using NAV (or its equivalent) as a practical expedient. These investments have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented on the consolidated statement of financial position.
Trading investments in fixed income securities classified as level 2 in the above table were comprised of U.S. Treasury Bills carried at amortized cost,common stocks and preferred securities with predominately equity-like characteristics for which approximates fair value. Trading investmentsquoted prices in active markets are not available. Fair values for the common stocks classified as level 2 were generally based on quoted prices for similar instruments in active markets. Fair values for the preferred securities classified as level 2 were comprised of corporate debt and certain preferred securities. The fair value amounts were generally determined using third-party pricing services. The pricing services may utilize evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information. Since these securities do not trade on a daily basis, the pricing services evaluate pricing applications and apply available information through processes such as yield curves, benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations.
Trading investments classified as level 3 in the above table were comprised of limited partnership interests which represent the Company’s co-investments through GRP-CIP in limited partnership vehicles that invest in private equity vehicles that invest directly in real estate which was valued using a contractual selling price.


F-23



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


Trading investments classified as investments measured at NAV (or its equivalent) as a practical expedient in the above table were comprised of limited partnership interests which represent the Company’s co-investments through GRP-CIP in limited partnership vehicles that invest in non-registered real estate funds, which are valued based on the NAVs of the underlying funds. As of December 31, 2017, the Company did not have the ability to redeem these interests.
Equity method investments classified as investments measured at NAV (or its equivalent) as a practical expedient in the above table were comprised of the Company’s partnership interests in ACOM and GRP-TE, which approximate their fair value based on the funds’ NAVs. ACOM invests indirectly in exchange-traded commodity futures contracts and other commodity-related derivatives through an investment in the Commodities Sub-Fund. The Company has the ability to redeem its investment in ACOM monthly at NAV with prior written notice of 5 days and there are no significant restrictions to redemption. GRP-TE invests in non-registered real estate funds and in private equity vehicles that invest directly in real estate. As of December 31, 2017, the Company did not have the ability to redeem its investment in GRP-TE.
Available-for-sale investments classified as level 2 in the above table were primarily comprised of corporate bonds and certain preferred securities whose fair values are generally determined using third-party pricing services. The pricing services may utilize pricing models, and inputs into those models may include reported trades, executable bid and ask prices, broker-dealer quotations, prices or yields of similar securities, benchmark curves and other market information. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security.
Available-for-saleTrading investments classified as investments measured at NAV (or its equivalent) as a practical expedient in the above tablelevel 2 were comprised of the Company’s co-investment in a Cayman trust invested in global listed infrastructureU.S. Treasury securities and corporate debt securities.
The following table presents fair value measurements as of December 31, 2016 (in thousands):amounts were generally determined using third-party pricing services. The pricing services may utilize evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information.
F-19
 Level 1 Level 2 Level 3 
Investments
Measured at
NAV (2)
 Total
Cash equivalents (1)
$140,872
 $—
 $—
 $—
 $140,872
Trading investments         
Common stocks$5,069
 $—
 $—
 $—
 $5,069
Fixed income securities—
 5,702
 —
 —
 5,702
Limited partnership interests—
 —
 1,196
 722
 1,918
Total trading investments$5,069
 $5,702
 $1,196
 $722
 $12,689
Equity method investments$—
 $—
 $—
 $6,459
 $6,459
Available-for-sale investments         
Common stocks$4,508
 $—
 $—
 $—
 $4,508
Company-sponsored funds29,877
 —
 —
 —
 29,877
Preferred securities1,001
 10
 —
 —
 1,011
Total available-for-sale investments$35,386
 $10
 $—
 $—
 $35,396
Derivatives - assets         
Commodity contracts$343
 $—
 $—
 $—
 $343
Foreign exchange contracts—
 1,417
 —
 —
 1,417
Total derivatives - assets$343
 $1,417
 $—
 $—
 $1,760
Derivatives - liabilities         
Commodity contracts$266
 $—
 $—
 $—
 $266
Total derivatives - liabilities$266
 $—
 $—
 $—
 $266
_________________________
(1)Comprised of investments in actively traded U.S. Treasury money market funds measured at NAV.


F-24






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



(2)ComprisedInvestments measured at NAV were comprised of certain investments measured at fair value using NAV (or its equivalent) as a practical expedient. These investments have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented on the consolidated statement of financial position.
Trading investments classified as level 2 in the above table were comprised of U.S. Treasury Bills carried at amortized cost, which approximates fair value.
Trading investments classified as level 3 in the above table were comprised of limited partnership interests which represent the Company’s co-investments through GRP-CIP in limited partnership vehicles that invest in private equity vehicles that invest directly in real estate which are generally valued using a discounted cash flow model.
Trading investments classified as investments measured at NAV (or its equivalent) as a practical expedient as follows:
•Equity investments at fair value included:
◦interests in the above table were comprised of limited partnership interests which represent the Company’s co-investments through GRP-CIP in limited partnership vehicles that invest in non-registeredprivate real estate funds which are valued based onheld by the NAVs of Company's consolidated funds; and
◦the underlying funds. As ofCompany's co-investment in a Cayman trust invested in global listed infrastructure securities (which is included in "Other" in the leveling table).
At December 31, 2016,2021 and 2020, the Company did not have the ability to redeem these interests.
Equity method investments classified as investments measured at NAV (or its equivalent) as a practical expedient in the above table were comprised of the Company’s partnership interests in ACOM and GRP-TE, which approximate their fair value basedprivate real estate funds held by the Company's consolidated funds. There were no contractual restrictions on the funds’ NAVs. ACOM invested directly in exchange-traded commodity futures contracts and other commodity-related derivatives. The Company has theCompany's ability to redeem its investmentinterest in ACOM monthly at NAV with prior written notice of 5 days and there are no significant restrictions to redemption. GRP-TEthe Cayman trust.
•Equity method investments included the Company's partnership interest in the Cohen & Steers Global Realty Partners III-TE, L.P. (GRP-TE) which invests in non-registered real estate fundsfunds. The Company's ownership interest was approximately 0.2% and in private equity vehicles that invest directly in real estate. As of December 31, 2016, the Company did not have the ability to redeem itsthe investment in GRP-TE.at either December 31, 2021 or 2020. In addition, at December 31, 2020, the Cohen & Steers Global Realty Focus Fund (GRF), a series of Cohen & Steers Series LP was included. During the first quarter of 2021, GRF was redeemed.
The following table summarizesHeld-to-maturity investments at December 31, 2020 were comprised of U.S. Treasury securities directly issued by the changes in level 3 investmentsU.S. government. These securities were purchased with the intent to hold to maturity and were recorded at amortized cost.
Investments measured at NAV as a practical expedient and investments carried at amortized cost have not been classified in the fair value on a recurring basis for the years ended December 31, 2017 and 2016 (in thousands):
Trading
Investments
Limited Partnership Interests
Balance at January 1, 2016$1,312
Purchases / contributions51
Sales / distributions(53)
Realized gains—
Unrealized gains (losses) (1)
(114)
Transfers into (out of) level 3—
Balance at December 31, 2016$1,196
Purchases / contributions419
Sales / distributions(1,291)
Realized gains162
Unrealized gains (losses) (1)
119
Transfers into (out of) level 3—
Balance at December 31, 2017$605
_________________________
(1)Pertains to unrealized gains (losses) from securities held at December 31, 2017 and 2016.
Realized and unrealized gains (losses) from investments classified as trading investmentshierarchy. The amounts presented in the above tables were recorded as gain (loss) from trading investments—net inare intended to permit reconciliation of the Company’sfair value hierarchy to the amounts presented on the consolidated statements of operations.financial condition.

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

F-25



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


Foreign currency exchange contracts classified as level 2 were valued based on the prevailing forward exchange rate, which is an input that is observable in active markets.
Valuation Techniques
In certain instances, debt, equity and preferred securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable broker-dealers or independent pricing services. In determining the value of a particular investment, independent pricing services may use information with respect to transactions in such investments, broker quotes, pricing matrices, market transactions in comparable investments and various relationships between investments. As part of its independent price verification process, the Company generally performs reviews of valuations provided by broker-dealers or independent pricing services. Investments in Company-sponsored funds are valued at their closing price or NAV (or its equivalent) as a practical expedient.
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 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’smanagement's determination of fair value is then based on the best information available in the circumstances, and may incorporate management’smanagement's own assumptions and involvesinvolve a significant degree of judgment, taking into consideration a combination of internal and external factors. Such investments are valued no less than on a quarterly basis, taking into consideration any changes in key inputs and changes in economic and other relevant conditions, and valuation models are updated accordingly. The valuation process also includes a review by the Company’sCompany's valuation committee which is comprised of senior members from various departments within the Company, including investment management. The valuation committee provides independent oversight of the valuation policies and procedures.
As of December 31, 2017, the valuation technique used in the fair value measurement of the Company’s level 3 investment, limited partnership interests - direct investment in real estate, of approximately $605,000 was based on a contractual selling price.
The valuation techniques and significant unobservable inputs used in the fair value measurement of the following level 3 investments as of December 31, 2016 were:

F-20
 Fair Value (in thousands) Fair Value Methodology Significant Unobservable Inputs Input / Range
Limited partnership interests - direct investments in real estate$1,196
 Discounted cash flows 
Discount rates
Exit capitalization rates
Market rental rates
 
11% - 12.5%
8% - 8.5%
$14.00 - 17.00 psf
Changes in the significant unobservable inputs in the above tables may result in a materially higher or lower fair value measurement.
6. Derivatives
The following tables summarize the notional and fair value of the derivative financial instruments. The notional amount represents the absolute value amount of all outstanding derivative contracts as of December 31, 2017 and 2016 (in thousands):
 December 31, 2017
 Assets Liabilities
 Notional Fair Value Notional Fair Value
Total foreign exchange contracts$—
 $—
 $12,279
 $64
Total commodity contracts8,939
 487
 6,876
 286
Total derivatives$8,939
 $487
 $19,155
 $350


F-26






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



6. Derivatives
The following tables summarize the notional amount and fair value of the outstanding derivative financial instruments none of which were designated in a formal hedging relationship.
As of December 31, 2021
Notional Amount
Fair Value (1)
(in thousands)LongShortAssetsLiabilities
Corporate derivatives:
Total return swaps - commodities$2,549 $3,810 $94 $17 
Total return swaps - equities— 22,899 — 867 
Forward contracts - foreign exchange— 11,969 209 3 
Total corporate derivatives$2,549 $38,678 $303 $887 
Derivatives held by consolidated Company-sponsored funds:
Total return swaps - commodities10,931 — 387 — 
Total$13,480 $38,678 $690 $887 
 December 31, 2016
 Assets Liabilities
 Notional Fair Value Notional Fair Value
Total foreign exchange contracts$13,839
 $1,417
 $—
 $—
Total commodity contracts6,538
 343
 4,825
 266
Total derivatives$20,377
 $1,760
 $4,825
 $266
As of December 31, 2020
Notional Amount
Fair Value (1)
(in thousands)LongShortAssetsLiabilities
Corporate derivatives:
Futures - commodities$13,624 $4,257 $1,012 $416 
Total return swaps - commodities— 9,598 — 136 
Total return swaps - equities— 17,688 — 1,562 
Forward contracts - foreign exchange— 14,061 — 345 
Total$13,624 $45,604 $1,012 $2,459 
Securities________________________
(1)    The fair value of derivative financial instruments is recorded in other assets and other liabilities and accrued expenses on the
Company's consolidated statements of financial condition.
The Company's corporate derivatives include:
•Total return equity and commodity swap contracts which are utilized to economically hedge a portion of the market risk of certain seed investments and to gain exposure in the commodities market for the purpose of establishing a performance track record; and
•Forward foreign exchange contracts which are utilized to economically hedge currency exposure arising from certain non-U.S. dollar investment advisory fees.
Non-corporate derivatives are comprised of commodity swap contracts that are utilized by certain of the consolidated Company-sponsored funds to gain exposure in the commodities market as part of the funds' investment strategies.
For corporate derivatives, cash included in trading investmentsdue from brokers on the consolidated statementstatements of financial condition of approximately $414,000$2.2 million and $487,000 as$4.9 million and U.S. Treasury securities included in investments of $0.2 million and $1.5 million at December 31, 20172021 and 2016,2020, respectively, were held as collateral for futuresforward and swap contracts. At December 31, 2020, due to brokers included $0.4 million of cash collateral payable.
For non-corporate derivatives, due to brokers included $0.5 million of cash collateral payable to trade counterparties at December 31, 2021.
F-21



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

The following table summarizes net gains (losses) from derivative financial instruments:
Years Ended December 31,
(in thousands)202120202019
Corporate derivatives:
Futures - commodities (1)
$3,391 $(105)$881 
Total return swaps - commodities(3,082)(266)(485)
Total return swaps - equities(4,530)(1,562)— 
Forward contracts - foreign exchange550 (375)235 
Total corporate derivatives$(3,671)$(2,308)$631 
Derivatives held by consolidated Company-sponsored funds:
Total return swaps - commodities1,526 — — 
Total (2)
$(2,145)$(2,308)$631 
________________________
(1)    The Company liquidated its commodity future contracts during 2021.
(2)    Gains and losses on futures and total return swap contracts are included in gain (loss) from derivative financial instruments for the years ended December 31, 2017, 2016 and 2015 are summarizedinvestments—net in the table below (in thousands):
Company's consolidated statements of operations. Gains and losses on forward foreign exchange contracts are included in foreign currency gain (loss)—net in the Company's consolidated statements of operations.
 Year Ended December 31,
 2017 2016 2015
Foreign exchange contracts$(1,481) $1,626
 $(702)
Commodity contracts(438) 835
 (2,167)
Total derivatives$(1,919) $2,461
 $(2,869)
7. Property and Equipment
The following table summarizes the Company’s property and equipment as of December 31, 2017 and 2016 (in thousands):equipment:
December 31,
(in thousands)20212020
Equipment$7,274 $6,725 
Furniture and fixtures3,683 3,685 
Software23,556 21,789 
Leasehold improvements15,518 16,085 
Subtotal50,031 48,284 
Less: Accumulated depreciation and amortization(41,093)(37,943)
Property and equipment, net$8,938 $10,341 
 December 31,
 2017 2016
Equipment$7,503
 $6,969
Furniture and fixtures3,598
 3,505
Software21,173
 18,467
Leasehold improvements16,017
 16,031
Subtotal48,291
 44,972
Less: Accumulated depreciation and amortization(33,251) (29,008)
Property and equipment, net$15,040
 $15,964
 
Depreciation and amortization expense related to property and equipment was $4,229,000, $4,155,000$4.1 million, $4.7 million and $3,827,000$4.4 million for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively.
Depreciation and amortization expense related to property and equipment is recorded using the straight-line method over the estimated useful lives of the related assets which range from 3-7 years. Leasehold improvements are amortized using the straight-line method over the lease term.
8. Earnings Per Share
Basic earnings per share is calculated by dividing net income attributable to common stockholders by the weighted average shares outstanding. Diluted earnings per share is calculated using the treasury stock method by dividing net income attributable to common stockholders by the total weighted average shares of common stock outstanding and common stock equivalents.equivalents determined using the treasury stock method. Common stock equivalents are comprised of dilutive potential shares from restricted stock unit awards and are excluded from the computation if their effect is anti-dilutive.
There were no anti-dilutive common stock equivalents for the year ended December 31, 2017. Anti-dilutive common stock equivalents of approximately 14,000 and 43,000 shares were excluded from the computation for the years ended December 31, 2016 and 2015, respectively.


F-22
F-27






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



The following table is a reconciliation of thereconciles income and share data used in the basic and diluted earnings per share computations for the years ended December 31, 2017, 2016 and 2015 (in thousands, except per share data):computations:
 Years Ended December 31,
(in thousands, except per share data)202120202019
Net income$226,154 $75,165 $146,984 
Net (income) loss attributable to redeemable noncontrolling interests(14,758)1,419 (12,363)
Net income attributable to common stockholders$211,396 $76,584 $134,621 
Basic weighted average shares outstanding48,316 47,800 47,273 
Dilutive potential shares from restricted stock units774 876 1,024 
Diluted weighted average shares outstanding49,090 48,676 48,297 
Basic earnings per share attributable to common stockholders$4.38 $1.60 $2.85 
Diluted earnings per share attributable to common stockholders$4.31 $1.57 $2.79 
Anti-dilutive common stock equivalents excluded from the calculation— — — 
 Year Ended December 31,
 2017 2016 2015
Net income$92,486
 $92,810
 $64,337
Less: Net (income) loss attributable to redeemable noncontrolling interest(547) 126
 214
Net income attributable to common stockholders$91,939
 $92,936
 $64,551
Basic weighted average shares outstanding46,353
 45,951
 45,433
Dilutive potential shares from restricted stock units626
 481
 464
Diluted weighted average shares outstanding46,979
 46,432
 45,897
Basic earnings per share attributable to common stockholders$1.98
 $2.02
 $1.42
Diluted earnings per share attributable to common stockholders$1.96
 $2.00
 $1.41
9. Stock-Based Compensation
Amended and Restated Stock Incentive Plan
The Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan (the SIP) provides for the issuance of Restricted Stock Units (RSUs), stock options and other stock-based awards for a period of up to ten years to eligible employees and directors. A total of 20.0 million shares of common stock may be granted under the SIP. The board of directors is authorized to increase the number of shares available for issuance under the SIP, subject to shareholder approval. At December 31, 2017,2021, 18.0 million RSUs, with respect to approximately 14.9 million sharesrepresenting the same amount of common stock, had been issued under the SIP. TotalAs of December 31, 2021, there was $65.2 million of compensation cost related to unvestedunamortized RSUs that had not yet been recognized was approximately $36,092,000 at December 31, 2017 and is expectedin the consolidated statement of operations. The Company expects to be recognizedrecognize this expense over approximately the next three years. In January 2018,2022, the Company granted approximately 0.7 million restricted stock units634,000 RSUs under the SIP with a grant date fair value of $29,274,000$52.3 million, which generally vest over a four yearfour-year period.
Restricted Stock Units
Vested Restricted Stock Unit Grants
The Company grantedgrants awards of vested RSUs to the non-management directors and certain employees of the Company pursuant to the SIP. The directors are entitled to receive delivery of the underlying common stock on the third anniversary of the date of grant. Dividends declared during the delayed delivery periodon these awards are paid to the directors in cash. From time to time, the Company grants awards of vested RSUs to certain employees pursuant to the SIP. These grants are generally delivered ratably over four years. At December 31, 2017, vested RSUs with respect to approximately 42,000 shares of common stock were outstanding pursuant to these grants. In connection with the grant of these vested RSUs, to employees, the Company recorded non-cash stock-based compensation expense of approximately $618,000, $486,000$2.1 million, $0.7 million and $425,000$0.6 million for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively.


F-28



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


The following table sets forth activity relating to the Company’s awards of vested RSUs under the SIP to the non-management directors and certain employees (share data in thousands):
 Number of Shares 
Weighted Average
Grant Date Fair Value

Balance at January 1, 201528
 $34.93
Granted12
 35.31
Delivered(10) 31.86
Balance at December 31, 201530
 36.17
Granted13
 37.17
Delivered(9) 34.02
Balance at December 31, 201634
 37.15
Granted16
 38.14
Delivered(8) 40.03
Balance at December 31, 201742
 36.98
Unvested Restricted Stock Unit Grants
TheFrom time to time, the Company grants awards of unvested RSUs to certain employees pursuant to the SIP. The fair value at the date of grant is expensed on a straight-line basis over the applicable service periods. Dividend equivalents are accrued on unvested RSUs for all dividendsperiod, which is generally four years. Dividends declared by the Company and are forfeitablepaid in additional RSUs which are subject to forfeiture until they are delivered. The dividend equivalentsequivalent RSUs will generally vest and be delivered on the fourth anniversary of the original grant date. At December 31, 2017, RSUs with respect to approximately 318,000 shares of common stock were outstanding pursuant to these grants. Amortization expense related to the unearnedThe Company recorded stock-based compensation expense, net of forfeitures, was approximately $3,957,000, $4,685,000of $8.5 million, $4.6 million and $5,233,000$4.4 million for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively.
The following table sets forth activity relating to the Company’s awards of unvested RSUs under the SIP to certain employees (share data in thousands):
 Number of Shares 
Weighted Average
Grant Date Fair Value

Balance at January 1, 2015690
 $26.72
Granted73
 41.10
Delivered(461) 26.95
Forfeited(6) 40.52
Balance at December 31, 2015296
 36.36
Granted159
 30.31
Delivered(147) 35.52
Forfeited(1) 42.09
Balance at December 31, 2016307
 33.62
Granted151
 35.45
Delivered(140) 34.41
Balance at December 31, 2017318
 34.14
Incentive Bonus Plans for Employees of the Company
The Company has implemented a program for employees which, based upon compensation levels, automatically allocates a portion of their year-end bonuses in the form of unvested RSUs (Mandatory Program). Dividend equivalents are accrued on unvested RSUs for all dividends declared by the Company and are forfeitable until they are delivered. The RSUs under the Mandatory Program will vest and be delivered ratably over four years and the dividend equivalents will generally


F-29



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


vest and be delivered on the fourth anniversary of the original grant date. The fair value at the date of grant of the RSUs under the Mandatory Program is expensed on a straight-line basis over the vesting period.
Asperiod, which is generally four years. Dividends declared by the Company are paid in additional RSUs which are subject to forfeiture until they are delivered. The dividend equivalent RSUs will generally vest and be delivered on the fourth anniversary of December 31, 2017, approximately 1,550,000 RSUsthe original grant date. The Company recorded stock-based compensation expense under the Mandatory Program, including dividend equivalents were outstanding. Amortization expense, net of
F-23



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

forfeitures, related to the unearned stock-based compensation under the Mandatory Program, was approximately $17,175,000, $16,847,000of $29.9 million, $23.9 million and $17,315,000$22.6 million for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively.
During the year ended December 31, 2021, RSU awards representing approximately 169,000 shares of common stock were modified resulting in $5.6 million of incremental compensation expense that will be recognized over the requisite service period, of which $1.3 million was recorded in 2021.
The following table sets forth activity relating to the Company’s incentive bonus plans, including dividend equivalentsRSUs under the SIP (share data in thousands):
Vested Restricted Stock Unit GrantsUnvested Restricted Stock Unit GrantsIncentive Bonus Plans Restricted Stock Unit Grants
(in thousands, except per share data)Number 
of Shares
Weighted 
Average
Grant Date Fair Value
Number 
of Shares
Weighted 
Average
Grant Date Fair Value
Number 
of Shares
Weighted 
Average
Grant Date Fair Value
Balance at January 1, 201945 $37.93 306 $35.80 1,745 $36.55 
Granted22 50.29 132 40.97 763 39.92 
Delivered(13)37.61 (131)35.46 (601)36.30 
Forfeited— — (5)38.15 (33)38.31 
Balance at December 31, 201954 44.06 302 38.78 1,874 38.38 
Granted12 55.71 189 63.17 437 73.29 
Delivered(16)38.22 (143)36.96 (705)36.30 
Forfeited— — (7)50.60 (78)49.73 
Balance at December 31, 202050 48.80 341 52.80 1,528 48.76 
Granted26 81.05 285 71.74 672 72.81 
Delivered(18)46.34 (139)46.80 (632)44.15 
Forfeited— — (31)59.35 (186)57.61 
Balance at December 31, 202158 64.07 456 66.02 1,382 61.37 
 Number of Shares 
Weighted Average
Grant Date Fair Value

Balance at January 1, 20151,454
 $34.04
Granted496
 41.45
Delivered(607) 32.69
Forfeited(61) 38.51
Balance at December 31, 20151,282
 37.33
Granted722
 30.02
Delivered(548) 35.86
Forfeited(57) 35.14
Balance at December 31, 20161,399
 34.22
Granted714
 35.36
Delivered(523) 34.80
Forfeited(40) 33.87
Balance at December 31, 20171,550
 34.60
 
Employee Stock Purchase Plan
Pursuant to the Amended and Restated Employee Stock Purchase Plan (ESPP), the Company allows eligible employees, as defined in the ESPP, to purchase common stock at a 15% discount from fair market value withup to a maximum of $25,000$25,000 in annual aggregate purchases by any one individual. The number of shares of common stock authorized for purchase by eligible employees is 600,000.600,000. Through December 31, 2021, the Company had issued approximately 464,000 shares of common stock under the ESPP. For the years ended December 31, 2017, 20162021, 2020 and 2015,2019, approximately 15,000, 18,000, 19,000 and 19,000 shares,18,000, respectively, werewas purchased by eligible employees through the ESPP. For the years ended December 31, 2017, 20162021, 2020 and 2015,2019, the Company recorded a non-cash stock-based compensation expense of approximately $112,000, $114,000$177,000, $152,000 and $95,000,$131,000, respectively, which represents the discount on the shares issued pursuant to this plan. The ESPP will terminate upon the earliest to occur of (1) termination of the ESPP by the board of directors or (2) issuance of all of the shares reserved for issuance under the ESPP. The board of directors is authorized to increase the number of shares available for issuance under ESPP.

the ESPP, subject to shareholder approval.

F-24
F-30






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



10. 401(k) and Profit-Sharing Plan
The Company sponsors a profit-sharing plan (the Plan) covering all U.S. employees who meet certain age and service requirements. Subject to limitations, the Plan permits participants to defer up to 100% of their eligible compensation pursuant to Section 401(k) of the Internal Revenue Code. Employee contributions are matched by the Company at $0.50$0.50 per $1.00$1.00 deferred. The Plan also allows the Company to make discretionary contributions, which are integrated with the taxable wage base under the Social Security Act. No discretionary contributions were made for the years ended December 31, 2017, 20162021, 2020 and 2015.2019.
Forfeitures occur when participants terminate employment before becoming entitled to their full benefits under the Plan. ForfeitedIn accordance with the Plan document, forfeited amounts are used to reduce the Company’s contributions to the Plan or to pay Plan expenses. Forfeitures for the years ended December 31, 2017, 20162021, 2020 and 20152019 totaled approximately $128,000, $126,000$248,000, $147,000 and $118,000,$131,000, respectively.
Matching contributions, net of forfeitures, to the Plan for the years ended December 31, 2017, 20162021, 2020 and 20152019 totaled approximately $1,715,000, $1,464,000$2.3 million, $2.5 million and $1,511,000,$2.1 million, respectively.
11. Related Party Transactions
The Company is an investment adviser to, and has administration agreements with, affiliatedCompany-sponsored funds for which certain employees are officers and/or directors.
The following table sets forthsummarizes the amount of revenue the Company earned from these affiliated fundsfunds:
 Years Ended December 31,
(in thousands)202120202019
Investment advisory and administration fees (1)
$389,648 $274,566 $264,116 
Distribution and service fees37,630 30,134 30,048 
Total$427,278 $304,700 $294,164 
_________________________
(1)    Investment advisory and administration fees are reflected net of fund reimbursements of $16.6 million, $13.6 million and $11.1 million for and the years ended December 31, 2017, 20162021, 2020 and 2015 (in thousands):2019, respectively.
 Year Ended December 31,
 2017 2016 2015
Investment advisory and administration fees$245,232
 $227,184
 $218,942
Distribution and service fees20,156
 19,396
 16,001
 $265,388
 $246,580
 $234,943
Sales proceeds, gross realized gains, gross realized losses and dividend income from available-for-sale investments in Company-sponsored funds for the years ended December 31, 2017, 2016 and 2015 are summarized in the table below (in thousands):
 Year Ended December 31,
 2017 2016 2015
Proceeds from sales$15,105
 $13,251
 $—
Gross realized gains80
 1,159
 —
Gross realized losses, including other-than-temporary impairment—
 —
 (2,846)
Dividend income675
 787
 250
The Company has agreements with certain affiliated open-end and closed-end funds to reimburse certain fund expenses. For the years ended December 31, 2017, 2016 and 2015, expenses of approximately $10,403,000, $8,568,000 and $8,676,000, respectively, were incurred by the Company pursuant to these agreements and are included in general and administrative expenses.
Included in accounts receivable at December 31, 20172021 and 20162020 are receivables due from Company-sponsored funds of approximately $23,666,000$40.8 million and $20,221,000,$30.2 million, respectively.

Included in accounts payable at December 31, 2021 and 2020 are payables due to Company-sponsored funds of $1.1 million and $0.6 million, respectively.

F-25
F-31






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



12. Regulatory Requirements
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 prescribed by the Rule. As ofAt December 31, 2017,2021, CSS had net capital of approximately $3,530,000,$3.9 million, which exceeded its requirementsrequirement by approximately $3,271,000.$3.6 million. 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.
CSS does not carry customer accounts and is exempt from SEChas no possession or control obligations under SEA Rule 15c3-3 pursuant15c3-3(b) or reserve deposit obligations under SEA Rule 15c3-3(e). During 2021, CSCM, its parent, made a capital contribution of $3.0 million to provisions (k)(1) and (k)(2)(i) of such rule.CSS.
CSAL and CSUK are regulated outside the U.S.is subject to regulation by the Hong Kong Securities and Futures Commission andCommission. At December 31, 2021, CSAL had regulatory capital of $7.9 million, which exceeded its minimum regulatory capital requirement by $7.6 million. During 2021, CSAL paid dividends in the amount of $3.9 million to its parent, CSCM.
CSUK is subject to regulation by the United Kingdom Financial Conduct Authority, respectively. As ofAuthority. At December 31, 2017, CSAL and2021, CSUK had aggregate regulatory capital of approximately $63,235,000,$32.7 million, which exceeded aggregateits minimum regulatory capital requirementsrequirement by approximately $58,641,000.$26.1 million.
CSIL is subject to regulation by the Central Bank of Ireland. At December 31, 2021, CSIL had regulatory capital of $2.8 million, which exceeded its minimum regulatory capital requirement by $2.5 million.
CSJL is registered with the Financial Services Agency of Japan and the Kanto Local Finance Bureau and is subject to the Financial Instruments and Exchange Act. In accordance with its license, CSJL is required to maintain regulatory capital, as defined, of $0.6 million. At December 31, 2021, CSJL had stated capital in excess of this requirement.
13. Commitments and Contingencies
The Company leases office space under noncancelable operating leases expiring at various dates through March 2024. The Company also leases certain information technology applications, market data and office equipment under noncancelable operating leases expiring at various dates through July 2020. The aggregate minimum future payments under the leases are as follows (in thousands):
Year Ending December 31,Operating Leases
2018$13,897
201913,473
202011,966
202110,863
202210,863
Thereafter11,828
 $72,890
Rent expense charged to operations, including escalation charges for real estate taxes and other expenses, totaled approximately $11,811,000, $11,535,000 and $11,215,000 for the years ended December 31, 2017, 2016 and 2015, respectively.
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 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-investinvest up to $5.1$50.0 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.in REOF. As of December 31, 2017,2021, the Company hashad funded approximately $3.8$3.1 million with respect toof this commitment. The actual timing for fundingOn February 15, 2022, the unfunded portionCompany funded an additional $18.0 million of this commitment is currently unknown, as the drawdown of the Company’s unfunded commitment is contingent on the timing of drawdowns by the underlying funds and co-investments in which GRP-TE invests. The unfunded commitment was not recorded on the Company’s consolidated statements of financial condition as of December 31, 2017.

commitment.

F-26
F-32






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



14. Income Taxes
On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was enacted. The Tax Act, among other things, imposed a one-time tax on deemed repatriated accumulated earnings and profits of the Company’s foreign subsidiaries, moves from the current system of worldwide taxation to a territorial system and reduced the statutory corporate tax rate to 21%. As a result of these changes, in the fourth quarter of 2017, the Company recorded a transition tax attributable to the shift in tax regimes and also remeasured its deferred and other tax balances using enacted tax rates which will be in effect when such items are expected to reverse. Tax charges in connection with the enactment of the Tax Act may change due to, among other things, additional guidance that may be issued by the U.S. Department of the Treasury with respect to the Tax Act and revisions to the Company’s assumptions as further information and interpretations become available.
The provision for income taxes for the years ended December 31, 2017, 2016 and 2015 included U.S. federal, state, local and foreign taxes. The effective tax rate for the year ended December 31, 2017 was approximately 42.5%, which differed from the U.S. federal statutory rate primarily due to tax charges of approximately $8.4 million related to the transition tax on the deemed repatriation of foreign earnings and profits and approximately $4.3 million related to the remeasurement of deferred and other tax balances, partially offset by the release of certain tax reserves and other tax-related items aggregating to approximately $4.6 million. The effective tax rate for the year ended December 31, 2016 was approximately 35.3%, which differed from the U.S. federal statutory rate primarily due to the release of a valuation allowance associated with unrealized gains on the Company’s seed investments. The effective tax rate was approximately 42.9% for the year ended December 31, 2015.
The $8.4 million transition tax liability is payable over eight years starting in March 2019. The table below summarizes the Company’s future commitments:
Year Ending December 31,Transition Tax Liability
2019$675
2020675
2021675
2022675
2023675
20241,265
20251,686
20262,106
 $8,432



F-33



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


The income before provision for income taxes and provision for income taxes for the years ended December 31, 2017, 2016 and 2015are as follows (in thousands):follows:
 Years Ended December 31,
(in thousands)202120202019
Income before provision for income taxes - U.S. (1)
$262,102 $83,617 $171,497 
Income before provision for income taxes - Non-U.S.19,842 9,770 16,052 
Total income before provision for income taxes$281,944 $93,387 $187,549 
_________________________
(1)Included income of $14.8 million, loss of $1.4 million and income of $12.4 million attributable to third-party interests for the years ended December 31, 2021, 2020 and 2019, respectively.
Years Ended December 31,
(in thousands)202120202019
Current tax expense:   
U.S. federal$41,658 $12,859 $30,818 
State and local12,068 3,291 7,627 
Non-U.S.1,960 1,965 2,024 
 55,686 18,115 40,469 
Deferred tax (benefit) expense:   
U.S. federal(739)(67)(133)
State and local(149)(32)(74)
Non-U.S.992 206 303 
 104 107 96 
Provision for income taxes$55,790 $18,222 $40,565 
 Year Ended December 31,
 2017 2016 2015
Income before provision for income taxes - U.S.$149,338
 $132,882
 $101,007
Income before provision for income taxes - Non-U.S.11,062
 10,521
 11,737
Total income before provision for income taxes$160,400
 $143,403
 $112,744
      
Current taxes: 
  
  
U.S. federal$58,082
 $42,056
 $32,065
State and local8,155
 7,423
 6,442
Non-U.S.1,991
 2,014
 2,508
 68,228
 51,493
 41,015
Deferred taxes: 
  
  
U.S. federal(428) (743) 6,334
State and local(412) (86) 1,273
Non-U.S.526
 (71) (215)
 (314) (900) 7,392
Provision for income taxes$67,914
 $50,593
 $48,407
A reconciliation of the Company’s statutory federal income tax rate and the effective tax rate is as follows:
Years Ended December 31,
(in thousands)202120202019
U.S. statutory tax rate$56,110 21.0 %$19,908 21.0 %$36,789 21.0 %
State and local income taxes, net of federal benefit10,190 3.8 %3,867 4.1 %5,972 3.4 %
Unrecognized tax benefit adjustments(8,515)(3.2)%323 0.4 %(650)(0.3)%
Non-deductible executive compensation6,037 2.3 %2,468 2.6 %695 0.4 %
Excess tax benefits related to the vesting of share-based compensation(5,762)(2.2)%(8,494)(9.0)%(368)(0.2)%
Foreign tax rate differential(661)(0.2)%120 0.1 %(866)(0.5)%
Other(1,609)(0.6)%30 — %(1,007)(0.6)%
Income tax expense and effective income tax rate$55,790 20.9 %$18,222 19.2 %$40,565 23.2 %

Deferred income taxes which have been remeasured to reflect the lower statutory corporate tax rate resulting from the Tax Act, 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 records a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized. The Company's net deferred tax asset is included in other assets on the consolidated statements of financial condition.
F-27



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

Significant components of the Company’s net deferred income tax asset at December 31, 2017 and 2016 consist of the following (in thousands):following:
At December 31,
(in thousands)20212020
Deferred income tax assets (liabilities):  
Stock-based compensation$6,951 $7,064 
Realized losses on investments2,374 3,567 
Net unrealized (gains) losses on investments(2,861)(1,364)
Property and equipment depreciation937 (337)
Deferred rent608 904 
Other14 (141)
Subtotal8,023 9,693 
Less: valuation allowance(1,132)(2,698)
Deferred income tax asset—net$6,891 $6,995 
 At December 31,
 2017 2016
Deferred income tax assets (liabilities):   
Stock-based compensation$5,437
 $7,797
Non-deductible realized losses on investments1,030
 2,685
Dividend equivalents on unvested restricted stock units1,715
 2,686
Net unrealized losses on investments2,359
 4,101
Deferred compensation(1,325) (4,528)
Deferred rent1,488
 2,407
Other(996) (2,743)
Subtotal9,708
 12,405
Less: valuation allowance(3,896) (6,786)
Deferred income tax asset—net$5,812
 $5,619

The Company had capital loss carryforwards of approximately $4,181,000$9.5 million and $6,959,000$14.3 million for the years ended December 31, 20172021 and 20162020, respectively, which, if unused, will expire in years 20182022 to 2021.2026. The valuation allowance on the net deferred income tax asset decreased approximately $2,890,000by $1.6 million during the year ended December 31, 2017.2021.
At December 31, 2017,2021, the Company had approximately $12,406,000$10.4 million of total gross unrecognized tax benefits. Of this total, approximately $9,532,000$7.9 million (net of the federal benefit on state issues) represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the Company’s effective tax rate in future periods. The Company believes it is


F-34



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


reasonably possible that it will reduce its net unrecognized tax benefits by $1,975,000$2.8 million to $3.3 million within the next twelve months due to the expected conclusion of jurisdictional reviews and the lapse of the statute of limitations on certain positions.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands):
 Liability for Unrecognized Tax Benefits
Gross unrecognized tax benefits balance at January 1, 2015$6,346
Addition for tax positions of current year1,147
Addition for tax positions of prior years250
Reduction of tax positions from prior years(484)
Gross unrecognized tax benefits balance at December 31, 2015$7,259
Addition for tax positions of current year1,437
Addition for tax positions of prior years163
Reduction of tax positions from prior years(1,007)
Gross unrecognized tax benefits balance at December 31, 2016$7,852
Addition for tax positions of current year1,724
Addition for tax positions of prior years6,624
Reduction of tax positions from prior years(3,794)
Gross unrecognized tax benefits balance at December 31, 2017$12,406
follows:
(in thousands)Liability for Unrecognized Tax Benefits
Gross unrecognized tax benefits balance at January 1, 2019$12,037 
Addition for tax positions of current year2,430 
Addition for tax positions of prior years133 
Reduction of tax positions from prior years(1,720)
Gross unrecognized tax benefits balance at December 31, 2019$12,880 
Addition for tax positions of current year1,697 
Addition for tax positions of prior years3,599 
Reduction of tax positions from prior years(4,560)
Gross unrecognized tax benefits balance at December 31, 2020$13,616 
Addition for tax positions of current year4,092 
Reduction of tax positions from prior years(7,322)
Gross unrecognized tax benefits balance at December 31, 2021$10,386 
The Company records potential interest and penalties related to uncertain tax positions in the provision for income taxes. At December 31, 20172021 and 2016,2020, the Company had approximately $1,933,000$3.5 million and $2,250,000,$6.8 million, respectively, in potential interest and penalties associated with uncertain tax positions.
The tax years 20112015 through 20172020 remain open to examination by various taxing jurisdictions.
A reconciliation of the Company’s statutory federal income tax rate and the effective tax rate for the years ended December 31, 2017, 2016 and 2015 is as follows:
F-28
 Year Ended December 31,
 2017 2016 2015
U.S. statutory tax rate35.0 % 35.0 % 35.0 %
Tax Act8.0 % — % — %
State and local income taxes, net of federal income taxes3.1 % 3.5 % 4.3 %
Non-deductible losses on investments0.2 % 1.3 % 5.2 %
Reserve adjustments(1.9)% (0.2)% — %
Non-taxable gains on investments(0.2)% (3.0)% — %
Foreign operations tax differential(1.4)% (1.1)% (2.1)%
Other(0.3)% (0.2)% 0.5 %
Effective income tax rate42.5 % 35.3 % 42.9 %



F-35






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



In connection with the enactment of the Tax Cuts and Jobs Act (the Tax Act) in 2017, the Company recorded a provisional transition tax liability of $8.3 million. This tax liability, paid over eight years on an interest-free basis, was included as part of income tax payable on the Company's consolidated statements of financial condition at December 31, 2021 and 2020.
The following table summarizes the remaining transition tax liability at December 31, 2021 (in thousands):
2022$665 
20231,246 
20241,662 
20252,077 
$5,650 
15. ConcentrationGoodwill and Intangible Assets
The following table summarizes the changes in the Company’s goodwill and non-amortized intangible assets:
(in thousands)Goodwill
Indefinite-Lived
Intangible Assets
Balance at January 1, 2020$18,310 $1,250 
Currency revaluation935 — 
Balance at December 31, 2020$19,245 $1,250 
Currency revaluation(799)— 
Balance at December 31, 2021$18,446 $1,250 
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. The Company's evaluation indicated that no impairment existed at December 31, 2021.

16. Leases
The Company has operating leases for corporate offices and certain information technology equipment.
The following table summarizes the Company's lease cost included in general and administrative expense in the consolidated statements of Credit Riskoperations:
Years Ended December 31,
(in thousands)202120202019
Operating lease cost$11,097 $11,247 $11,495 
Supplemental information related to operating leases is summarized below:
Years Ended December 31,
(in thousands)202120202019
Supplemental cash flow information:
Cash paid for amounts included in the measurement of lease liabilities$12,303 $12,408 $12,365 
Supplemental non-cash information:
Right-of-use assets obtained in exchange for new lease liabilities1,149 3,026 — 
F-29



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

Other information related to operating leases is summarized below:
Years Ended December 31,
202120202019
Weighted-average remaining lease term (years)234
Weighted-average discount rate2.7 %2.8 %2.8 %
The following table summarizes the maturities of lease liabilities at December 31, 2021 (in thousands):
Year Ending December 31,Operating Leases
2022$12,281 
202311,836 
20241,131 
Total remaining undiscounted lease payments25,248 
Less: imputed interest723 
Total remaining discounted lease payments$24,525 
17. Concentrations
The Company’s cash and cash equivalents are principally on deposit withthree major financial institutions. The Company is subject to credit risk should these financial institutions be unable to fulfill their obligations.
The following affiliated funds and third-party institutional separate account subadvisory relationship, which is comprised of multiple accounts, provided 10% or more of the total revenue of the Company (in thousands):Company:
 Years Ended December 31,
(in thousands, except percentages)202120202019
Cohen & Steers Preferred Securities and Income Fund, Inc. (CPX):
Investment advisory and administration fees$88,705 $69,197 $56,638 
Distribution and service fees15,279 13,499 12,753 
Total$103,984 $82,696 $69,391 
Percent of total revenue17.8 %19.3 %16.9 %
Cohen & Steers Real Estate Securities Fund, Inc. (CSI):
Investment advisory and administration fees$53,250 $38,961 $41,971 
Distribution and service fees8,658 6,943 8,128 
Total$61,908 $45,904 $50,099 
Percent of total revenue10.6 %10.7 %12.2 %
Cohen & Steers Realty Shares, Inc. (CSR):   
Investment advisory and administration fees$55,402 $34,190 $32,884 
Distribution and service fees7,279 4,711 4,079 
Total$62,681 $38,901 $36,963 
Percent of total revenue10.7 %9.1 %9.0 %
 Year Ended December 31,
 2017 2016 2015
Cohen & Steers Realty Shares, Inc. (CSR):     
Investment advisory and administration fees$38,392
 $45,047
 $47,870
Percent of total revenue10% 13% 15%
      
Cohen & Steers Preferred Securities and Income Fund, Inc. (CPX):     
Investment advisory and administration fees$54,523
 $43,797
 $29,212
Percent of total revenue14% 13% 9%
      
Daiwa Asset Management:     
Investment advisory fees$37,756
 $39,377
 $37,653
Portfolio consulting and other3,035
 2,930
 2,793
Total$40,791
 $42,307
 $40,446
Percent of total revenue11% 12% 12%
The table below presents revenue by client domicile for the years ended December 31, 2017, 2016 and 2015 (in thousands):
 Year Ended December 31,
 2017 2016 2015
North America$313,408
 $285,896
 $269,766
Japan42,303
 43,458
 41,899
Asia excluding Japan11,496
 9,852
 6,624
Europe10,987
 10,670
 10,366
Total$378,194
 $349,876
 $328,655


F-36



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


16. Selected Quarterly Financial Data (unaudited)
The table below presents selected quarterly financial data for 2017 and 2016 (in thousands, except per share data):
 Quarter
 1st2nd3rd4thTotal
2017     
Revenue$89,686
$92,812
$96,354
$99,342
$378,194
Operating income35,528
37,357
40,973
40,888
154,746
Net income attributable to common stockholders22,985
23,474
25,082
20,398
91,939
Earnings per share attributable to common stockholders: 
 
 
 
 
Basic0.50
0.51
0.54
0.44
1.98
Diluted0.49
0.50
0.53
0.43
1.96
Weighted-average shares outstanding: 
 
 
 
 
Basic46,243
46,373
46,386
46,407
46,353
Diluted46,603
46,902
47,047
47,300
46,979
      
2016 
 
 
 
 
Revenue$79,681
$86,373
$94,388
$89,434
$349,876
Operating income28,307
34,131
37,213
35,860
135,511
Net income attributable to common stockholders18,083
24,808
23,877
26,168
92,936
Earnings per share attributable to common stockholders: 
 
 
 
 
Basic0.39
0.54
0.52
0.57
2.02
Diluted0.39
0.53
0.51
0.56
2.00
Weighted-average shares outstanding: 
 
 
 
 
Basic45,808
45,984
45,999
46,010
45,951
Diluted46,195
46,378
46,544
46,609
46,432

17.18. Subsequent Events
The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated financial statements were issued. Other than the items described below or elsewhere in the footnotes, the Company determined that there were no additional subsequent events that require disclosure and/or adjustment.
F-30



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

On February 22, 2018, CNS24, 2022, the Company announced the initial public offering of the Cohen & Steers Real Estate Opportunities and Income Fund (the Fund). The Fund raised approximately $305.0 million in proceeds, excluding leverage. In addition, the underwriters have an option to purchase, within 45 days, up to an additional 2,287,500 common shares at the public offering price of $20.00 per share. The Company expects to incur costs of approximately $15.0 million in connection with the offering, excluding any additional costs that would be incurred should the underwriters exercise their option to purchase additional shares.
On February 24, 2022, the Company declared a quarterly dividend on its common stock in the amount of $0.33$0.55 per share. This dividend will be payable on March 22, 201817, 2022 to stockholders of record at the close of business on March 8, 2018.

7, 2022.

F-37F-31