UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
FORM 10-K
(Mark One)
☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
For the fiscal year ended December 31, 20202023
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.file number 001-32236
COHEN & STEERS, INC.
(Exact name of registrant as specified in its charter)
Delaware14-1904657
(State or Other Jurisdictionother jurisdiction of
Incorporationincorporation or Organization)organization)		(I.R.S. Employer
Identification No.)
280 Park1166 Avenue of the Americas, New York, NY 1001710036
(Address of Principal Executive Offices and Zip Code)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  ¨
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer☒Smaller reporting company☐
Accelerated fileroEmerging 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  ¨
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)   Yes ☐     No ☒
The aggregate market value of the voting common stock held by non-affiliates of the Registrantregistrant as of June 30, 20202023 was approximately $1.7$1.5 billion. There is no non-voting common stock of the Registrantregistrant outstanding.
As of February 22, 2021,16, 2024, there were 48,229,25149,522,680 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 20212024 annual meeting of stockholders scheduled to be held on May 6, 20212, 2024 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
7
Item 1B
1619
Item 1C
19
Item 2
1621
Item 3
1621
Item 4
1621
Part II
Item 5
1722
Item 6
1822
Item 7
1923
Item 7A
42
Item 8
43
Item 9
43
Item 9A
43
Item 9B
43
Item 9C
43
Part III
Item 10
44
Item 11
44
Item 12
44
Item 13
44
Item 14
44
Part IV
Item 15
45
Item 16
47
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PART I
Item 1. Business
Overview
Cohen & Steers, founded in 1986, is a global investment manager specializing in liquid real assets and alternative income, including listed and private real estate, preferred securities, listed infrastructure, 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 Tokyo,Singapore, 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), Cohen & Steers Japan Limited (CSJL) and Cohen & Steers IrelandSingapore Private Limited (CSIL)(CSSG). CNS and its subsidiaries are collectively referred to as the Company, we, us or our.
Our distribution network encompasses two major channels, wealth and institutional. Our wealth channel includes registered investment advisers, wirehouses, independent and regional broker dealers and bank trusts. Our institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries.
Our revenue from the wealth channel is derived from investment advisory and administration fees, as well as distribution and service fees. Our revenue from the institutional channel is derived from fees received from our clients including fees for managing or subadvising client accounts, as well as investment advisory, administration, distributionadvised and service fees received from Company-sponsored open-end and closed-end funds.subadvised accounts. Our fees are based on contractually specified rates 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 market appreciation and depreciation, contributions or withdrawals from investor accounts and distributions. This revenue is recognized over the period that the assets are managed.
Investment Vehicles
We manage three types of investment vehicles: open-end funds, 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.
Advisory assets, which represent accounts for which we have been appointed as the investment manager, are included in our institutional account assets under management. As investment adviser, we are responsible to oversee certain daily activities and manage the assets in the account while adhering to the specified investment objectives.
Subadvisory assets, which generally represent commingled investment vehicles for which we have been appointed as a subadvisor by the investment manager of that investment vehicle, are also included in our institutional account assets under management. As subadvisor, we are responsible for managing all or a portion of the vehicle's investments and to oversee 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 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 investedinvestors subscribe and redeem shares when assets are withdrawn.investors sell. The share price for purchases and redemptions of shares of each of 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 its liabilities, divided by the fund’s total shares outstanding.

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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 monthly investment advisory fee and administration fee, if applicable, paid by the open-end funds are based on contractual fee rates applied to each fund’s average daily net assets under management.
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.
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Open-end funds also include assets of third partiesthird-party investment vehicles 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 and investment guidelines of that vehicle as set forth in such vehicle’s investment advisory agreement and investment guidelines.agreement. These investment advisory agreements are generally terminable at will with 30-90 days’ notice. The monthly investment advisory fee paid by the model portfolios areis based on contractual fee rates applied to the model portfolio’s average or period endperiod-end assets under management.
Institutional Accounts
Institutional accounts for which we serve as investment adviser or subadvisor represent portfolios of securities we manage for institutional clients. We manage the assets in each institutional account in accordance with the investment objectives and guidelines of that client as set forth in such client’s investment management agreement. The investment management agreements with our institutional account clients are generally terminable at any time by either party.
Advisory assets, which represent accounts for which we have been appointed as the investment manager, are included in our institutional account assets under management. As investment adviser, we are responsible for overseeing certain daily activities and managing the assets in the account while adhering to the specified investment objectives.
Subadvisory assets, which generally represent commingled investment vehicles for which we have been appointed as a subadvisor by the investment manager of that investment vehicle, are also included in our institutional account assets under 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-party investment vehicles 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 and guidelines of that client as set forth in such client’s investment advisory agreement. These investment advisory agreements are generally terminable at will with 30 days’ notice.
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 certain of the 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.
Our investment advisory and administration agreements with each 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 eachnotice. 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, following the initial two-year term.
Our Investment Strategies
Each of our investment strategies is overseen by a specialist team each of which isand led by a portfolio manager or a team of portfolio managers, supported by dedicated analysts. These personnel are located in our New York, London and Hong Kong offices. Each team executes fundamentally driven, actively managed investment strategies and has a well-defined process that includes top-down macroeconomic and bottom-up fundamental research and portfolio management elements. Environmental, social and governance (ESG) isprinciples are 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 the Chief Executive Officer and President, Chief Investment Officer, Chief AdministrativeOperating Officer-Investments, Investment Risk Committee, Investment Operating
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Committee and Legal and Compliance Department. Some of our strategies may involve multiple asset classes and are overseen by our Asset Allocation Strategy Group and Chief Investment Officer.

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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, andincluding 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 primarily 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, both of 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.
Private Real Estate Solutions includes strategies that invest primarily in real property investments. Certain strategies invest primarily in high quality, income-focused, stabilized real estate assets primarily within the United States while others invest directly into real property investments of an opportunistic nature with the investment objective of capital appreciation achieved by value-added strategies including lease-up, redevelopment, and development among others and have a higher risk profile. Investment objectives include stable cash flow and capital appreciation, income and total return.
To help our clients build better portfolios, we introduced Real Estate Advisory Solutions via three distinct solutions.Real Estate Advisory Services and the Real Assets Compass are solutions designed to help clients understand the advantages of adding listed and private real estate to their asset allocations and how to optimize those allocations.Through the Real Assets Institutewe provide foundational education on the benefits of real assets through thought leadership, online educational forums, webcasts and exclusive events.
Global Listed Infrastructure invests in aincludes strategies designed to provide access to infrastructure assets. These strategies have diversified portfolioand concentrated portfolios 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 ismarkets, energy related master limited partnerships and securities of companies that derive at least 50% of their revenues or operating income from the exploration, production, transportation, processing, storage, refining, distributing or marketing of various energy resources. Investment objectives include 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, commoditiescommodity futures 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 inflation.
Midstream Energy and MLPsinvests in a diversified portfolio of energy-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 energy resources. The investment objective is total return with a balance of capital appreciation and income.
Global Natural Resource Equities invests 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 andas well as agriculture-based businesses. 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. Strategies offered in closed-end funds typically use leverage.
Our Distribution Network
Our distribution network encompasses two major channels, wealth management and institutional. Our wealth management channel includes registered investment advisers, wirehouses, independent and regional broker dealers and bank trusts. Our institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries.
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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.

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Our direct competitors in wealth management are other fund 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 manage separate-account portfolios for high-net-worth clients. In the institutional channel, we compete with 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 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 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 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 the Company and certain of the Company’sits 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 and CBI, and is registered as a third-country firm with the Belgium Financial Services Market Authority (FSMA). CSUK also has exemptions from registration that allow it to provide investment management services to institutions in Canada. 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 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. MiFID II and MiFIR regulate the provision of investment services throughout the European Economic Area and the Capital Requirements Directive regulates capital requirements.
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 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
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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.

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registered funds are subject to the Investment Company Act, which imposes additional governance, compliance, reporting and fiduciary obligations.
CSJL, our Japan-based subsidiary, is a financial instruments operator (discretionary investment management and investment advisory and 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 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 and approved by the CBI effective May 22, 2020 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.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 for 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 attractingas a leading specialty manager in real assets and retaining our talent.alternative income.
Employees
As of December 31, 2020,2023, we had 347405 full-time employees.employees globally of which 37% were women. In addition, at the end of 2023, 32% of our U.S. employees were people of color. During 2023, 42% of our firmwide new hires were women and 30% of our U.S. new hires were people of color.
We were recognized for the fourth consecutive year as a “Best Place to Work in Money Management” by Pensions & Investments (P&I), a global news source on money management. The award was part of P&I’s annual recognition program, which seeks to identify the top 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 Cohen & Steers.
Diversity and Inclusion
We believe that workplace diversity and an inclusive culture strengthensstrengthen 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.


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•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 colorracial/ethnic diversity in our industry, especially in leadership roles. Our recruiting partners are expected to presentWe focus on sourcing 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 recently recognized as a “Best Place to Work in Money Management” by Pensions & Investments (“P&I”), the international newspaper of money management. The 2020 award was part of P&I’s ninth-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.

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We continue to make progress in advancing our firm's Diversity and Inclusion strategy. Our Culture Committee, our Women's Exchange and our Diversity Alliance promote cultural awareness and inclusion through dedicated forums in which employees are encouraged to share their perspectives and experiences.
Available Information
We file annual, quarterly and current reports, proxy statements and all amendments to these reports and other information with the 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.
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Item 1A. Risk Factors
Risks Related to our Business
Our business, operations, and investments are subject to risks associated with and arising from epidemic diseases, such as the ongoing global outbreak 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 ongoing volatility and dislocations as a result of the COVID-19 pandemic. The full scope and duration of the social, market, and economic fallout from the COVID-19 pandemic remains 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. Various parts of the globe experienced a resurgence in COVID-19 cases during the fourth quarter of 2020 which continued into 2021, a period during which newly detected variants of the disease also spread to several countries, leading to the re-implementation of lockdowns and other restrictions. 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 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.
Epidemic diseases such as the COVID-19 pandemic 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 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. Both we and our third-party intermediaries, service providers, and key vendors are also subject to a heightened risk of cyberattacks or other privacy or data security incidents due to the ongoing remote working environment and prevalent use of virtual communication platforms.
Epidemic diseases such as the COVID-19 pandemic 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 we have taken to help minimize these risks during the COVID-19 pandemic, including our general implementation of a “work-from-home” operating environment, could negatively affect our business, particularly our “client-facing” operations, as well as employee productivity and human capital resources generally. 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 epidemic diseases, including rules and regulations applicable to any reopening or reuse of our offices, may result in the incurrence of significant additional costs and expenses by us and reduce our profitability.
Further, any re-entry of employees to the workplace or other use of our offices under pandemic or similar conditions, or resumption of 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. The threat or occurrence of any such litigation, or the circumstances giving rise to any such litigation, may consume significant amounts of our management’s time and resources, 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, 2020,2023, approximately 60.1%65.4% of the assets we managed werewas concentrated in real estate securities.securities strategies, including approximately 23.2% in the aggregate in Cohen & Steers Real Estate Securities Fund, Inc., Cohen & Steers Realty Shares, Inc. and Cohen & Steers Institutional Realty Shares, Inc. 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. We are paid a management fee or incentive fee based on the net asset value or returns, respectively, of certain of our investment vehicles and declines in the value of real estate securities and real property investments may reduce the fees we earn and our assets under management. Income and real estate values may

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be adversely affected by, among other things, unfavorable changes to tax laws and other laws and regulations applicable to real estate securities, global or regional events and disruptions that directly impact the real estate sector, the cost of compliance with applicable laws and regulations, sensitivity to certain economic factors such as interest rates,rate changes and market volatility or economic recession, the availability and terms of financing, the creditworthiness of tenants, the volume and market terms of commercial real estate purchase and sale transactions, 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. The financial performanceconditions and underlying valuationsother factors that are beyond our control. In addition, distress in the commercial real estate sector, including office properties, such as that experienced during 2023, has negatively impacted and may continue to negatively impact certain markets in which we invest, including for example, as a result of certain areaslow occupancy rates, tenant defaults, the maturation of a significant amount of commercial real property loans amid an elevated interest rate environment, tightening credit conditions imposed by traditional sources of real estate financing and refinancing and commercial mortgage loan defaults. Real estate values may also be adversely affected by new businesses and approaches in the real estate market including without limitationand 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 and retail shopping locations, residential rental property,properties due to competition from shared office spaces (including co-working environments). Further, our investments in real estate securities and real property may be exposed to new or increased risks and liabilities that could have a negative impact on our investment strategies and reduce our assets under management, revenue and earnings, including risks associated with global climate change, such as increased frequency and/or intensity of adverse weather and natural disasters, as well as risks associated with continued “remote-work” arrangements in certain geographies and industries and workforce reductions in certain market segments, which may negatively impact office demand in the commercial real estate concentrated in urban areas, were severely affectedsector, rental rates and may continue to be affected by the fallout from the COVID-19 pandemic.occupancy levels. 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, in securities issued by REITs 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
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levels do not violate such limits. To the extent these ownership restrictions prevent us from acquiring new or additional real estate securities, or force us to reduce existing ownership amounts in general or at prices that are not attractive, 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 similar securities in which we invest, or the attractiveness of preferred securities portfolios or investment strategies utilizing such securities, 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, 2020,2023, approximately 29.0%21.8% of our total assets under management was concentrated in preferred securities strategies, including 14.1%approximately 9.1% in the Cohen & Steers Preferred Securities and Income Fund alone, was concentrated in these strategies. Our preferredFund. Preferred securities investments are subject to varying degrees of market, contractual, financial, regulatory, litigation and other risks that could affect investment performance, returns and attractiveness, including risks related to actual or anticipated inflationary trends, interest rates, comparative returns on senior credit or “risk-free” debt instruments, counterparty credit, income and distributions, regulatory intervention and treatment, and applicable tax treatment. Certain components
Issuers of securities that represent the focus of these investment strategies may be concentrated in industries and geographies that experience sector-based volatility. Volatility or disruption in any such industries or geographies may cause a decline in the value of our preferred securities portfolios and negatively impact our investment returns, such as the stress and contagion fears arising out of the U.S. banking sector in 2023 upon the collapse and subsequent regulatory takeover of certain U.S. regional banks. In addition, issuers of securities that are the focus of these investment strategies may also be subject to risks related toexperience a direct credit, liquidity or other financial event that negatively impacts the expectedvalue of our investment positions in such issuer, such as the high-profile collapse and regulatory intervention at a Swiss financial services organization during 2023 that resulted in the write-down of the value of such issuer’s contingent capital securities instruments (CoCos) held by us and other investors.
In addition, until its discontinuation ofin 2023, the London Interbank Offered Rate or “LIBOR,”(LIBOR) was frequently used as a reference rate for various financial instruments, products and uncertainty aroundcontracts globally to determine payment obligations, financing terms, hedging strategies and investment value. The Federal Reserve has identified the identification and use ofSecured Overnight Financing Rate (SOFR), an index calculated by short-term repurchase agreements, backed by U.S. Treasury securities, as its preferred alternative reference rates. See “The expected discontinuation ofrate for LIBOR. There are significant differences between LIBOR and uncertainty aroundSOFR and the identification and use oftransition to alternative reference rates such as SOFR may adversely affectimpact the value of certainpreviously LIBOR-based assets in which we manageinvest and expose us to additional risks.”
In a higher interest rate environment, we face increasing competition for our actively managed strategies from relatively lower-risk fixed income investments, such as U.S. treasury securities and money-market funds, that may provide stable or attractive returns to investors. Further, to the extent limitations may arise in the overall supply of preferred securities or similar 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 similar investments, including CoCos, or diminishment in the attractiveness or availability of preferred securities or similar 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 20202023 was derived from a single institutional client.
As of December 31, 2020,2023, our largest institutional client, Daiwa Asset Management, which held most of its assets in U.S. REITreal estate strategies subadvised by us in Japan, represented approximately 6.7%20.5% of our institutional account revenue and approximately 5.2% of total revenue for 2020.2023. As of December 31, 2020,2023, approximately 27.9%24.8% of the institutional account assets we managed, and approximately 11.6%10.5% of our total assets under management, were derived from this client. Investor demand for the products we subadvise for this client

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can be affected by, among other things, actual or anticipated 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, market or economic events and conditions in Japan that may diminish the market andrelative attractiveness of or contribute to investor redemptions in U.S. real estate strategies, the regulatory environment infor the Japanese mutual fund market. Changesmarket and disruptions in the marketing or distribution of our products caused by global or regional events. Reductions in distribution rates could decrease investor demand for these products, resulting in outflows of assets subadvised by us which would negatively impact our revenue and adversely affect our financial condition.


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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. From time to time, we 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 our ability to raise external capital for the underlying product, investment performance, market risks, shifting client or market preferences, the introduction of competing products, compliance with regulatory requirements, potential losses associated with guarantees made by us or our affiliates and in some cases, potentially illiquid investments and/or contractual lock-up or other restrictions on our ability to withdraw capital. SeedAllocations of capital to seed investments in new strategies and products utilizereduce capital that would otherwise be available for cash dividends, payment of interest on and repayment of outstanding indebtedness, if any, and other corporate purposes and expose us to liquidity constraints and potential capital losses, against which we may not hedge entirely.entirely or effectively to mitigate risk in all market conditions. To the extent we realize losses on our seed investments or the value of our seed investments decline, our earnings and financial condition may be adversely impacted.
The incurrence of debtmay increase the risk of investing in us and could negatively impact our revenue and adversely affect our financial condition.
We are party to a credit agreement (the “Credit Agreement”) providing for a $100 million senior unsecured revolving credit facility maturing on January 20, 2026. Outstanding indebtedness may, among other things, (i) decrease our ability to obtain additional financing for other purposes, (ii) limit our flexibility to make acquisitions, (iii) increase our cash requirements to support the payment of interest and reduce the amount of cash otherwise available for other purposes, (iv) limit our flexibility in planning for, or reacting to, changes in our business and our industry, (v) increase our exposure to the risk of increased interest rates where our borrowings are at variable rates of interest, (vi) make it more difficult for us to satisfy our obligations to our creditors, resulting in possible defaults on, and acceleration of, such indebtedness and (vii) increase our vulnerability to adverse changes in general economic and industry conditions. Our ability to repay principal and interest on indebtedness could depend upon our future performance, which is subject to general economic conditions and financial, business and other factors and risks that may be beyond our control.
Furthermore, the Credit Agreement contains financial covenants with respect to leverage and interest coverage, and customary affirmative covenants and negative covenants, including limitations on priority indebtedness, asset dispositions and fundamental corporate changes and certain customary events of default. Our breach of any covenant and inability to meet any applicable qualifications, thresholds and exceptions or negotiate any waiver or amendment could result in a default under the Credit Agreement and/or amounts borrowed, together with accrued interest and other fees, could become immediately due and payable. If any indebtedness were to become subject to accelerated repayment, we may not have sufficient liquid assets to repay such indebtedness in full or be able to refinance such indebtedness on favorable terms, or at all.
The loss of any members of our senior management teamexecutives or senior investment professionals or our failure to effectively manage executive succession planning 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.senior executives and senior investment professionals. The loss of any members of our senior management team,such persons, or our failure to adequately prepare for the succession and retention of our executive management teamsuch persons or to effectively implement executiverelated 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 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 our senior executives.In addition, legal and regulatory restrictions on the membersterms or enforceability of non-competition, employee non-solicitation, confidentiality and similar restrictive covenant clauses could make it more difficult to retain qualified personnel.
The loss of any senior executives could impair or limit our ability to successfully execute our business strategy or adversely affect our ability to retain existing and attract new client assets. Further, the departure of a portfolio manager could cause clients in investment strategies overseen by such manager to withdraw funds from, or reconsider the allocation of additional funds to, such strategies, and cause consultants and other intermediaries to discontinue recommendations of such strategies, any of which would reduce our assets under management, investment advisory fees and net income.
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We could incur financial losses, reputational harm and regulatory penalties if we fail to implement effective information security policies and procedures.
Our business is dependent on the effectiveness of our management team.information and cybersecurity 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 clients’ portfolios as well as proprietary information relating to our business operations and our employees. We maintain a system of internal controls for us and certain of our investment vehicles designed to provide reasonable assurance that malicious or fraudulent activity, including misappropriation of our 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 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 and the techniques used by cyber criminals are constantly evolving, can originate from a wide variety of sources and are becoming increasingly sophisticated, including the use of “ransomware” and phishing attacks, and may not be recognized until launched. Recent highly publicized security breaches have exposed failures to keep pace with the threats posed by cyber-attackers and led to increased government, regulatory and media scrutiny.
On February 21, 2021, our company experiencedCybersecurity has become a top priority of regulators around the world. Many jurisdictions in which we operate have, or are considering adopting, laws and regulations relating to data privacy, cybersecurity and protection of personal information. Our potential liability remains a concern, particularly given the continued and rapid development of privacy laws and regulations around the world, the lack of harmonization of such laws and regulations, and increased criminal and civil enforcement actions and private litigation. As new privacy-related laws and regulations are implemented, the time and resources needed for us to comply with such laws and regulations continues to increase and become a significant transitioncompliance workstream. Any inability, or perceived inability, by us to adequately address privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance, contractual obligations or other legal obligations, even if unfounded, could result in executive leadership rolessignificant regulatory and responsibilities when Robert H. Steers,third-party liability, increased costs, disruption of our co-founder, Chief Executive Officerbusiness and operations and a memberloss of client (including investor) confidence and other reputational damage.
We cannot assure you that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages, breaches in our systems, or those of our board of directors, took a medical leave of absence. In connection with Mr. Steers’ leave of absence, our board of directors appointed Joseph M. Harvey, our Presidentthird-party vendors and a member of our board of directors, as Acting Chief Executive Officer. The effectiveness of this transition,other contractors and any further transition,consultants, or other cyber incidents that could have a significant impact onmaterial adverse effect upon our business.
Regulations restricting thereputation, business, operations or financial condition. Although we take precautions to password-protect and encrypt all authorized electronic devices, if such devices are stolen, misplaced or left unattended, they may become vulnerable to hacking or other unauthorized use, of commission credits to pay for research have increased, andcreating a possible security risk. Our or our third-party service providers’ systems 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 receive commission credits to pay for eligible research and services from broker-dealers and other eligible service providers. Asalso be affected by, or fail as a result of, regulationscatastrophic events, such as fires, floods, hurricanes, tornadoes, acts of terrorism or power disruptions. 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.
Any 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 European Union, we eliminatedloss 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. In addition, our increased use of commission creditsmobile and cloud computing 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 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. Use of a remote work environment subjects us to heightened 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. We maintain a cyber insurance policy to help mitigate against certain potential losses relating to information security breaches. However, such insurance may only partially reimburse us for our losses, if at
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all, and if a claim is successful and exceeds or is not covered by our insurance policy, we may be required to pay for research and eligible services for accounts where we had obligations directly within the scope of MiFID II (together with substantially similar national rules of the U.K. and implementing rules and regulations). Our operating expenses include payment for research and eligible services for these accounts.
Depending on the evolution of market practices and regulatory developments, we may electa substantial amount to pay for research and expenses globally, subject to applicable SEC regulations, which would further increase our operating expenses.satisfy such successful claim.
We face substantial competition in all aspects of our business.
The investment management industry is highly competitive, and investors are increasingly fee sensitive. We compete against a large number of investment products offered by other investment management companies, investment dealers, banks and insurance companies, and many institutions we compete with have greater infrastructure and financial resources than us. We compete with these firms on the basis of investment performance, diversity of products, investments in available assets, distribution capability, scope and quality of services, reputation and the ability to develop and successfully launch new investment strategies and products to meet the changing needs of investors.

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investors and generate strong returns. In the case of new strategy and product launches, our lack of available long-term records of prior investment performance, or investment “track records,” may put us at a competitive disadvantage until such records are established. Further, advances in technology, including through artificial intelligence capabilities, automation and digital wealth and distribution tools, as well as growing client interest for enhanced digital interaction with their investment portfolios, may require us to adapt our strategy, business and operations to address these trends and pressures. Our competitive position may weaken if we are unable to meet these client priorities.
Our actively managed investment strategies compete not only against other active strategies but also against similarly positioned passive strategies. The continuing shift in marketMarket demand towardfor index funds and other passive strategies, and the growingbroad availability of investment options to meet these demands, reduces opportunities for active managers and may acceleratecontribute to 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 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 commensurate with the level of fees we charge. To the extent 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.
A significant portion of the assets we manage is attributable to the distribution of our products through third-party intermediaries. Distribution through such intermediaries may also be integral to the launch and sustained growth of new investment products and strategies. Our ability to distribute our products 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. These organizations may also require that we or our products have established, long-term investment “track records” as a condition to placement on their platforms. In addition, our separate account business, 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 continued 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 gain or retain access to these channels.channels for some or all of our products. Loss of any of these third-party distribution channels, or 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.
Our growth 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 expandingincludes the expansion of our business and diversifyingdiversification of our investment management business to includebeyond our existing core products and services outside of investments in real estate securities.services. As part of the implementation of our strategy, we have emphasized the development of broader real assets strategies, and have expandedsuch as our private real estate investment strategy. We also continue to prioritize the expansion of our geographical presence and capabilities as well as product and service offerings outside the
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U.S. As a result, ourSignificant fixed costs and other expenses have increasedbeen incurred to support the development and launch of new strategies, investment vehicles 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, technology, operations and personnel. Expenses related to infrastructure and technology enhancements include costs associated with the relocation of our New York headquarters and the implementation of a new trade order management system.
Developing and implementing new investment strategies and products may require significant upfront management time and attention, the hiring and retention 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 or advancements of operating expenses for an extended period of time, as well as ongoing marketingwhich may not be recovered in part or at all, any of which may expose us to potential losses. New products often must be in the marketplace for a period of time and other support. undergo a certain amount of asset portfolio construction in order to generate a track record sufficient to attract significant inflows and enable platform placement at key distributors and intermediaries. 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 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 existing strategies and products and to successfully manage multiple offices and navigate legal and regulatory systems both domestically and internationally. The effectiveness of our operations outside the U.S. may also depend in part on our ability to identify, establish, launch, adequately staff and properly license new or alternate foreign office locations, either opportunistically or in response to regional conditions. The upfront and ongoing costs of adequately supporting suchour growth and initiatives will have an effect on our operating margin and other financial results.
Changes in market and economic conditions, including elevated interest rates, could reduce our assets under management and adversely impact our revenue and profitability.
Changes in market and global economic conditions, including elevated interest rates, volatile equity markets, slowing growth and rising inflation as well as client and governmental policy responses thereto, as well as geopolitical risks such as regional armed conflicts, could adversely affect the value of our assets under management, which would reduce the fees we earn and our revenue. Our financial results declined when compared with 2022 primarily due to depreciation in market values of the portfolios we manage that resulted, in part, from elevated interest rates that continued through 2023, primarily impacting the market values of real estate and preferred securities portfolios.
Investor interest in and the valuation of our real estate investment strategies and preferred securities strategies can be adversely affected by changes in interest rates, particularly if interest rates increase substantially and quickly. Investor redemptions or a decline in the absolute or relative performance or value of such securities, or the attractiveness of portfolios or investment strategies utilizing such securities, would have an adverse effect on the assets we manage and our revenue. In addition, higher interest rates would increase any debt service costs incurred under the Credit Agreement, which bears interest at a variable rate that tracks interest rate changes. Although we may enter into derivative instruments to mitigate the impact of interest rate fluctuations on both client assets as well as our net profit margins, there is no assurance that such derivative instruments will be effective.
Our assets under management are concentrated in the U.S., Asia Pacific and European equity markets. Equity securities may decline in value as a result of many global, regional or issuer-specific economic or market factors, including changes in interest rates, inflation, an issuer’s actual or perceived financial condition and growth prospects, investor perception of an industry, geography or sector, changes in currency exchange rates and changes in regulations. In addition, national and international geopolitical risks and events, including the armed conflict between Russia and Ukraine and the war between Israel and Hamas (which also carry the threat of contagion and broader conflict), tensions between the U.S. and China, deglobalization trends and changes in national industrial and trade policies and national elections in countries such as the U.S., Taiwan and India, have caused and may continue to cause volatility in the global financial markets and economy. Such volatility has led and may continue to lead to the disruption of global supply chains, sudden fluctuations in commodity prices and energy costs, greater political instability and the implementation of sanctions and heightened cybersecurity concerns, any or all of which may create severe long-term macroeconomic challenges, limit liquidity opportunities or lead to higher costs. Any declines in the equity markets, or in market segments in which our investment products and strategies are concentrated, could reduce the value of our seed investments and/or our assets under management, revenue and earnings.
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The Federal Reserve Board significantly increased the federal funds rate during 2022 and 2023 to combat rising inflation in the U.S. While interest rate reductions are possible during 2024, continued inflationary pressures and elevated interest rates may negatively affect our investment opportunities, the value of our investments and the relative attractiveness of and demand for our strategies, including our preferred securities and fixed income investments and strategies.
Our industry is subject to rapid changes in technology that may alter historical methods of doing business, and technologies we incorporate into our processes may present complex and novel business, compliance and reputational risks.
The financial industry continues to be impacted by innovation, technological changes and changing customer preferences, including the deployment of new technologies based on artificial intelligence and machine-learning that are becoming increasingly competitive with and may disrupt more traditional business models. If we do not effectively anticipate and adapt to these changes, our competitive position may suffer, and these impacts would adversely affect our business and results of operations. Our business could also be affected by technological changes in the industries or markets in which we invest that negatively impact the values of assets in which we invest and adversely affect our business and results of operations. Additionally, our business could be affected by regulatory requirements through new rules around technological advancements that could increase the cost of compliance when employing these technological changes.
We may use artificial intelligence in our business, operations or investment processes for a variety of reasons, including with the objectives of increasing efficiency, generating alpha and supporting innovation as we meet clients’ evolving needs and to enable us to compete more effectively. However, our use of these technologies may result in new or expanded risks and liabilities, including due to increasing governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, such as the unauthorized disclosure of confidential or sensitive data, and negative media attention and political debate, as well as other factors that could adversely affect our business, reputation and financial results. In addition, our personnel, third-party intermediaries, service providers and key vendors could improperly utilize artificial intelligence technologies while carrying out their responsibilities, which could result in a disruption in the use of their systems or services. The use of artificial intelligence may lead to unintended consequences, including generating content that is factually inaccurate, misleading or otherwise flawed, which could harm our reputation and business and expose us to risks related to such inaccuracies or flaws.
Broad regulatory obligations applicable to artificial intelligence and machine-learning are uncertain and developing, which heightens the potential risk that such technologies may pose to us. For example, in July 2023, the SEC proposed new predictive data analytics rules, which would require registered investment advisers (and broker-dealers) to eliminate or neutralize (rather than just disclose and mitigate) certain conflicts of interest posed by covered technologies including artificial intelligence and machine-learning, with respect to their interactions with clients and investors in pooled investment vehicles. If adopted, this currently broad rule could expose us to additional regulatory uncertainty, liability and increased compliance and other costs. In order to limit their potential liability under this rule, our investment adviser entities could choose to change or discontinue some of their activities related to such technologies, which could be detrimental to the funds, their investors and their financial performance.
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 assets to other types of accounts with different fee structures or renegotiate the fees we charge them for any number of reasons and with little advance notice, 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 investment strategies, changes in prevailing interest rates and

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financial market performance. Certain investors in the funds 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 investors. Decisions by investors to redeem assets may require selling investments at a disadvantageous time or price, which could negatively affect the amount of our assets under management or our ability to continue to pursue certain investment strategies. In a declining or illiquid 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.

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Regulations restricting the use of commission credits to pay for research have 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 receive commission credits to pay for eligible research and services from broker-dealers and other eligible service providers. As a result of regulations in the European Union (EU), we eliminated the use of commission credits to pay for research and eligible services for accounts where we have obligations directly within the scope of MiFID II (together with substantially similar national rules of the U.K. and implementing rules and regulations). Our operating expenses include payment for research and eligible services for these accounts. Depending on the evolution of market practices and regulatory developments, we may elect to pay for research and expenses globally, subject to applicable SEC regulations, which would further increase our operating expenses.
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 $3.0$3.3 billion as of December 31, 2020.2023. 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 would reduce the Company’s assets under management and revenue.
We could incur financial losses, reputational harm and regulatory penalties if we fail to implement effective information security policies and procedures.
Our 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 our 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 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. 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. Like other companies, we have experienced, and will continue to experience, ongoing cyber security threats and attacks. During 2020, we experienced a cyber incident which did not materially impact our operations and has subsequently been addressed. 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.
Any breach or other failure of our or certain other parties’ technology systems, including those systems of 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 penalties, and litigation costs resulting from the incident. 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 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. Our remote work environment subjects us to heightened 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. We maintain a cyber insurance policy to help mitigate against any potential losses relating to information security breaches. However, such insurance 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 to satisfy such successful claim.

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The expected 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 2017, the UK Financial Conduct Authority, which regulates LIBOR, announced that the continuation of LIBOR cannot be guaranteed after the end of calendar 2021. In November 2020, the ICE Benchmark Administration, the administrator of LIBOR, announced a plan to extend the date as of which most U.S. LIBOR values would cease being computed from December 31, 2021 to June 30, 2023. Regulators and industry working groups have suggested alternative reference rates, but global consensus has not been achieved, and the potential for further regulatory changes addressing the use of LIBOR remains unclear.
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 legal implementation risks, as extensive changes to documentation for new and existing clients and transactions may be required, financial risks arising from any changes in the valuation of financial instruments linked to benchmarks, pricing risks, as changes to benchmarks could impact pricing mechanisms on some instruments, operational risks due to the potential requirement to adapt information technology systems, trade reporting infrastructure and operational processes, and 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.
Failure to maintain adequate business continuity plans in the event of a catastrophic event could have a material adverse effect on the Company and its products.
Our operations are dependent on our ability to protect our personnel, offices and technology infrastructure against damage from catastrophic or business continuity events that could have a significant disruptive effect on our operations. We and our third-party intermediaries, service providers and key vendors could experience a local or regional disaster, such as an epidemic or pandemic (such as the COVID-19 pandemic), weather event such as an earthquake, flood, hurricane or fire, terrorist attack, security breach, power loss and other failure of technology or telecommunications systems or operations. Events like these could threaten the safety and welfare of our workforce, cause the loss of client data or cause us to experience material adverse interruptions to our operations. Infectious illness outbreaks or other adverse public health developments in countries where we or our clients or investors operate, as well as restrictive measures implemented to control such outbreaks, could adversely affect the economies of many nations or the global economy, the financial condition of individual issuers or companies and capital markets, in ways that are not within our control and cannot be foreseen. For example, as a result of the outbreak of COVID-19, capital markets, as well as the real estate and real property markets, experienced significant volatility and dislocations. A sustained decline in the performance of or demand for the portfolios and strategies we manage as a result of negative market, financial and economic conditions caused by catastrophic events could adversely impact our assets under management and the fees we earn, and these conditions could lead us to experience operational issues and interruptions, require us to incur significant additional costs and negatively impact our business.
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, data centers, investment administration and portfolio accounting services for our products 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 havecannot ensure that our backup systems and contingency plans but we cannot ensure that they will be adequate under all circumstances 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 guarantee 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-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.
We could experience loss of client relationships and other harm to our business if our reputation is harmed.impaired.
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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, the dissemination by current or former clients of unfavorable opinions about 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.
In addition, we must routinely address and manage actual or potential conflicts of interest, as well as the perception of conflicts of interest, among our disparate business lines and/or among us and our clients, employees and/or affiliates, investment vehicles or joint venture partners. While we have policies, controls and disclosure protocols in place to manage and address actual or potential conflicts of interest, identifying and mitigating conflicts of interest can be complex and subject to regulatory scrutiny. Addressing conflicts of interest is complex and difficult, and we may fail or appear to fail to deal appropriately with such conflicts. Actual, potential or perceived conflicts could give rise to investor or client dissatisfaction, adverse publicity, litigation or regulatory enforcement actions or penalties, any of which may harm our business reputation and reduce the fees we earn and our revenue.
Moreover, environmental, social and governance (“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 damage to our reputation and our future business prospects would likely be affected, and the loss of client relationships could reduce our assets under management, revenue and earnings.

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TheWe depend on third parties for services that are important to our business and 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 establish 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.
Risks Related to our Common Stock
A significant portion of our common stock is owned or controlled by our Chief Executive OfficerChairman and our Board Chairman and their respective family members, which may limit the ability of other stockholders to influence the affairs of the Company.
Our Chief Executive Officer and a member of his family beneficially owned or controlled approximately 24.6% of our common stock asAs of December 31, 2020. In addition,2023, Robert H. Steers, our current Executive Chairman, and a member of his family beneficially owned or controlledheld approximately 20.4%24.0% of our common stock asand Martin Cohen, our current Chairman of December 31, 2020.the board of directors (our “Board Chairman”), and a member of his family held approximately 18.8% of our common stock. Such levels of ownership or control create the ability to meaningfully influence, among other things:
•the election of members of our board of directors, thereby indirectly 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 one 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 such 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.
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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, debt service and repayment obligations, 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 Chiefcurrent Executive OfficerChairman and our Board Chairman, together with certain of their respective family members, beneficially owned or controlled 11,746,364held 11,781,717 shares and 9,728,8479,228,258 shares, respectively, of our common stock as of December 31, 2020.2023. Any of such persons may sell shares of our common stock, in the open market, subject to any restrictions imposed by U.S. federal securities laws on sales by affiliates.
In connection with our initial public offering in 2004, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with our Chief Executive OfficerChairman, Robert H. Steers and our Board Chairman, Martin Cohen, and certain trust entities controlled by certain of their respective 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 May 2018,2021, we filed a Registration Statement on Form S-3 (the “2021 Registration Statement”) covering (i) the resale of up to an aggregate of 22,911,75721,660,862 shares owned or controlled by our Chief Executive OfficerChairman and our Board Chairman and certain other persons and (ii) the offer and sale of an indeterminate number of shares by us to the public. Pursuant to the terms of the Registration Rights Agreement, we expect to file a new Registration Statement on Form S-3 during 2024, upon the expiration of the 2021 Registration Statement. 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.

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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 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 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.
Legal and Regulatory 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.
U.S. regulatory agencies have proposed and adopted multiple regulations that could impact the mutual fund industry. The SEC’s finalPotential upcoming regulations and/or rules and amendments that modernize reporting and disclosure, along with other potential upcoming regulations,of the SEC could, among other things, restrict the funds we manage from engaging in certain transactions, impact flows and/or increase expenses as well as compliance costs. Further,
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new regulations or interpretations of existing laws have resulted in, and may continue to result in, enhanced disclosure obligations, including with respect to cybersecurity, insider trading and climate change, sustainability risks or other ESG matters, which could negatively affect us or materially increase our 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.
While a majority of our operations take place in the U.S., we maintain offices internationally. Regulators in the non-U.S. jurisdictions in which we operate could change their laws or regulations, or their interpretation or enforcement of existing laws and regulations, in a manner that might restrict or otherwise impede our ability to operate in their respective markets.
In Europe, rules and regulations under Undertakings for the Collective Investment in Transferable Securities (UCITS) regulatory framework, MiFID II and MiFIR, along 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 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 environmental, social,ESG-related procedures, reporting and governance disclosures are expected to have direct and indirect effects on our global operations, including increasedadditional costs for increased compliance through disclosure and reporting, among other obligations. For example, compliance with the EU’s Sustainable Finance Disclosure Regulation (SFDR) imposes mandatory ESG disclosure obligations on EU asset managers, funds and other financial markets participants and requires all covered firms and funds, such as the Cohen & Steers SICAV and CSIL, 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. SFDR is undergoing a review and the revisions to the regulation and similar regulation in the U.K. and other jurisdictions will likely have direct effect on increased costs for compliance and disclosure. We expect other global and jurisdiction-specific ESG and climate-related regulations and legislation to impose a further compliance burden causing us to experience higher costs in implementation and ongoing adherence in the near future, including expected SEC regulations in the U.S.
There has been an increase in data and privacy regulations globally. In addition to the European Union’sEU’s General Data Protection Regulation (GDPR), U.S. state data breach and privacy legislation, including the California Consumer Privacy Act and similar laws being adopted in various states, and Japan’s Personal Information Protection Law have come into effect requiring us to comply with stringent 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 additional costs.
The U.K.’s exit from the European Union on January 31,EU in 2020 (referred to as Brexit) and end of the transition period on December 31, 2020 may continue to disrupt our business operations and impact our reported financial results as well as the liquidity and value of our investments. Brexit has caused significant geo-political and legalThere remains uncertainty and market volatility inaround the post-Brexit regulatory environment as the U.K. and elsewhere, which may continue during continued negotiations betweencontinues to establish independent regulations for the U.K. and Europe. CSUK’s ability to market and provide its services or serve as a distributor of financial products within the European UnionEU could be restricted temporarily or in the long term as a result of Brexit.Brexit and a divergence from the EU regulatory regime. 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 and recognize firms, services and products based in the respective jurisdictions, we cannot guarantee that counterparties or regulators will cooperate or the timeliness of their cooperation. Our operating expenses have increased as we implement our planplans to continue to market and provide our services and distribute our products in the short and/or long term.
The expected discontinuation of LIBOR and uncertainty aroundIn addition, regulations restricting the identification and use of alternative reference rates introduces a number of riskscommission credits to pay for us,research have increased, and may continue to increase, our clients, andoperating expenses. See “Regulations restricting the financial services industry more widely. See “The expected discontinuation of LIBOR, and uncertainty around the identification and use of alternative reference rates,commission credits to pay for research have increased, and may adversely affect the value of certain LIBOR-based assets we manage and expose uscontinue to additional risks.increase, our operating expenses.”

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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 or regulatory authorities and third parties in connection with certain industry-wide, company-specific or other investigations or
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proceedings. In addition, certain funds we manage may become subject to lawsuits, any of which could potentially impact 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 ongoingOngoing 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.
Changes in tax legislation or policies could materially impact our financial position and results of operations.
Corporate tax reform and tax transparency continue to be high priorities in many jurisdictions. As a result, policies regarding corporate income and other taxes in numerous jurisdictions are under heightened scrutiny and tax reform legislation has been, and will likely continue to be, proposed or enacted in a number of jurisdictions in which we operate. Tax authorities may disagree with certain positions we have taken, which may result in the assessment of additional taxes and could have a material effect on our financial condition.
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Item 1B. Unresolved Staff Comments
The Company has no unresolved SEC staff comments.
Item 1C. Cybersecurity
Cybersecurity is a crucial component of our enterprise risk management program. Like many companies, both we and our external providers have been subject to, and expect to continue to be subject to, a range of cybersecurity threats and risks. We have invested significant resources into cybersecurity and risk management processes to adjust to the continuing evolution in cybersecurity and respond to related threats.
We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats to our critical computer networks, third party hosted services, communications systems, hardware and software and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature and information relating to our clients and investments (Information Systems and Data).
Our cybersecurity risk management function is led by our Chief Information Security Officer (CISO) and Chief Technology Officer (CTO) and includes members of our Information Technology (IT) department and other personnel that oversee our information security and engineering operations. Input and guidance are also provided by members of our Legal and Compliance departments. Together, these employees (collectively referred to as members of our Cybersecurity Management) are primarily responsible for developing, implementing and monitoring our cybersecurity program and reporting on cybersecurity matters to senior management as well as our board of directors.
Members of our Cybersecurity Management identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment and the Company’s enterprise risk profile using various manual and automated tools as well as by: (i) utilizing shared information about vulnerabilities and exploits from various professional security organizations, reports or other services that identify cybersecurity threats and through the use of external intelligence feeds; (ii) analyzing reports of threats and actors; (iii) conducting scans of the Company’s threat environment; (iv) evaluating our and our industry’s risk profile; (v) evaluating threats that are reported to us; (vi) coordinating with law enforcement concerning threats; (vii) conducting internal and external audits of our information security control environment and operating effectiveness; and (viii) conducting threat assessments for internal and external threats, including through the use of third party threat assessments and vulnerability threat assessments.
Depending on the environment, we implement and maintain various technical, physical and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, but not limited to:
•technical and physical safeguards: (i) systems monitoring, including anti-virus/anti-malware software for workstations and servers, reports about correlated events detected from server log reviews, desktop forensics software and suspicious firewall traffic, firewall logs and alerts from users about blocked websites, systems monitoring of Company websites, network monitoring software alerts and scheduled internal and external vulnerability scans; (ii) asset management tracking and disposal; (iii) incident detection and response; (iv) data encryption; (v) notification monitoring from Company personnel and from third parties regarding issues and signs of potential incidents; and (vi) access controls and network security controls; and
•organizational safeguards: (i) incident response plans that address our response to a cybersecurity incident; (ii) personnel and vendors dedicated to overseeing the Company’s cybersecurity program; (iii) periodic mandatory employee cybersecurity training; (iv) periodic risk assessments and testing of our policies, standards, processes and practices that are designed to address cybersecurity threats and incidents, such as audits, tabletop exercises, threat modeling and vulnerability testing; (v) policies and programs such as security standards, a vendor risk management program, a vulnerability management policy and disaster recovery and business continuity plans; and (vi) insurance coverage dedicated to losses resulting from cybersecurity incidents.
Cybersecurity risk management is integrated into the Company’s overall enterprise risk management (ERM) process. For example, (i) enterprise risk management-level cybersecurity risks are reviewed at least annually by our information technology security team; (ii) internal and external penetration tests are performed to identify any vulnerabilities and findings are risk ranked based on potential likelihood and impact; and (iii) members of Cybersecurity Management report on cybersecurity risk management and related matters to the board of directors and the audit committee, as part of their ongoing evaluation and oversight of overall enterprise risk.
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Third-party service providers play a key role in our cybersecurity program. We use third-party service providers to assist us in identifying, assessing and monitoring material risks from cybersecurity threats, including through penetration testing, provision of threat intelligence and monitoring our environment 24 hours a day and seven days a week. We have currently engaged with professional services firms, including legal counsel, threat intelligence service providers, cybersecurity consultants, cybersecurity software providers, managed cybersecurity service providers, penetration testing firms, dark web monitoring firms and cyber insurance brokers and providers. We report key findings of such assessments to our board of directors and the audit committee and we adjust our cybersecurity policies, standards, processes and practices as necessary based in part on information provided by these assessments and engagements.
We also use third-party service providers to perform a variety of functions throughout our business, such as application providers, hosting companies and supply chain resources. We maintain a risk-based approach to identifying and overseeing cybersecurity risks and vulnerabilities presented by our engagement of third parties, including key vendors, service providers and other external users of our information systems, as well as the information systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. Depending on the nature of the services provided, the sensitivity of the Information Systems and Data at issue and the identity of the provider, our vendor risk management program may involve different levels of assessment designed to help identify cybersecurity risks associated with a provider. Our vendor risk management program may entail: (i) vendor risk assessments; (ii) security questionnaires; (iii) vendor audits; (iv) vulnerability scans relating to vendors; (v) security assessment calls with the vendor’s security personnel and our review of the vendor’s written security program, security assessments and other reports; (vi) provision from the vendor of a System and Organization Controls (SOC) 1 or SOC 2 report to evidence cybersecurity preparedness; and (vii) the imposition of contractual obligations on the vendor.
For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part 1. Item 1A. Risk Factors in this Annual Report on Form 10-K, including under the caption “We could incur financial losses, reputational harm and regulatory penalties if we fail to implement effective information security policies and procedures.”
Governance
Our cybersecurity risk assessment and management processes are implemented and maintained by members of our Cybersecurity Management, including our CISO, CTO and our Head of IT Infrastructure.
•Our CISO oversees the information security group and program within our IT department and holds a Bachelor of Arts degree in computer science. Our CISO has served in various roles in information technology for over 24 years within the financial services industry, including previously serving as Head of Information Security and Enterprise Infrastructure, Head of IT Audit and Chief Information Security Officer at other companies, and holds the Certified Information Systems Auditor (CISA) and Certified in Risk and Information Systems Control (CRISC) certifications and is registered with FINRA for the Series 99.
•Our CTO oversees our IT department and holds a PhD in computer science, an MBA and Postgraduate Diploma in physics. Our CTO has served in various roles in information technology for over 28 years, including senior leadership roles for the investment banking division of a financial services company.
•Our Head of IT Infrastructure oversees the infrastructure and service desk departments within our IT department and holds a Bachelor of Business Administration degree in finance and computer information systems. Our Head of IT Infrastructure has served in various roles in information technology for over 20 years.
Members of our Cybersecurity Management, including our CISO and our CTO, are responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy and communicating key priorities to relevant personnel. Members of our Cybersecurity Management, including our CISO and our CTO, are responsible for approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes and reviewing security assessments and other security-related reports.
Our cybersecurity incident response plan is a key component of our cybersecurity program. The response plan is designed to report certain cybersecurity incidents to members of Cybersecurity Management, who then work with the Company’s incident response team to help the Company control, mitigate and remediate cybersecurity incidents of which they are notified. In addition, the response plan includes prompt reporting to the board of directors (or audit committee) of certain cybersecurity incidents and of the company’s materiality and disclosure determinations relating thereto.
The audit committee and board of directors actively participate in discussions regarding cybersecurity risk exposures and steps taken by management to monitor and mitigate such risks, further to their responsibility to manage, oversee and
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remain informed about the most significant risks to Company and align our risk exposure with our strategic and business objectives. At least annually, the audit committee reviews with our CTO the Company’s cybersecurity program, including the robustness and efficacy of the Company’s overall cybersecurity program, steps taken to enhance defenses and security measures in place and our established plans to identify, detect and respond to threats we may encounter. The audit committee also annually reviews and discusses with management the ERM process and annual risk assessment, as well as the Company’s cyber insurance coverage and annual SOC-1 report provided by an independent services firm. More frequently, the audit committee and board of directors receive reports and communications from our CTO and our Chief Operating Officer regarding material risks and specific developments related to the changing cybersecurity landscape and the Company’s operating, technology and control environment. Such reports may cover topics such as: recent investments made in our cyber infrastructure; the undertaking of new technology projects and initiatives; vulnerability assessments and key findings from external cyber experts retained by the Company; the impact of new cybersecurity-related rules and regulations; changes in the threat environment including new and emergent risks; and evolving information security standards and market practices including with respect to peers and third parties.
Item 2. Properties
Our principal executive office is located in leased office space at 280 Park1166 Avenue of the Americas, New York, New York. In addition, we have leased office space in London, Dublin, Hong Kong, Tokyo and Tokyo.Singapore.
Item 3. Legal Proceedings
From time to time, we may become involved inFor information regarding our legal matters relating to claims arisingproceedings, see Note 14, 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.
21

16

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 22, 2021,16, 2024, there were 39 holders50 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.
Payment of any dividends to our common stockholders is subject to the approval of our Boardboard of Directors.directors. When determining whether to pay a dividend, we take into account general economic and business conditions, our strategic plans, our financial results and condition, cash flows and liquidity, contractual, legal and regulatory restrictions on the payment of dividends by us and our subsidiaries and such other factors deemed relevant. On February 25, 2021,22, 2024, we declared a quarterly cash dividend on our common stock in the amount of $0.45$0.59 per share. This dividend will be payable on March 14, 2024 to stockholders of record at the close of business on March 4, 2024.
Issuer Purchases of Equity Securities
During the three months ended December 31, 2020,2023, 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, 2023— $— — — 
November 1 through November 30, 202314,963 $56.79 — — 
December 1 through December 31, 2023111 $73.87 — — 
Total15,074 $56.92 — — 
_________________________
(1)Purchases made to satisfy the income tax withholding obligations of certain employees upon the vesting and delivery of restricted stock units issued under the Company's Amended and Restated Stock Incentive Plan.
Recent Sales of Unregistered Securities
None.

Item 6. [Reserved]

17
22

Item 6. Selected Financial Data
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 Years Ended December 31,
20202019201820172016
Consolidated Statements of Operations    
Total revenue$427,536 $410,830 $381,111 $378,696 (1)$351,497 (1)
Total expenses332,479 250,696 234,073 223,950 (1)215,986 (1)
Operating income95,057 160,134 147,038 154,746 135,511 
Total non-operating income (loss)(1,670)27,415 (3,259)5,654 7,892 
Income before provision for income taxes93,387 187,549 143,779 160,400 143,403 
Provision for income taxes18,222 40,565 34,257 67,914 (2)50,593 (2)
Net income75,165 146,984 109,522 92,486 92,810 
Less: Net (income) loss attributable to redeemable noncontrolling interests1,419 (12,363)4,374 (547)126 
Net income attributable to common stockholders$76,584 $134,621 $113,896 $91,939 $92,936 
Earnings per share attributable to common stockholders    
Basic$1.60 $2.85 $2.43 $1.98 $2.02 
Diluted$1.57 $2.79 $2.40 $1.96 $2.00 
Cash dividends declared per share
Quarterly$1.56 $1.44 $1.32 $1.12 $1.04 
Special$1.00 $2.00 $2.50 $1.00 $0.50 
Consolidated Statements of Financial Condition    
Cash and cash equivalents$41,232 $101,352 $92,733 $193,452 $183,234 
Investments154,978 155,213 224,932 108,106 54,544 
Total assets348,453 402,419 481,039 410,125 333,728 
Total liabilities123,549 135,304 144,201 86,794 67,061 
Redeemable noncontrolling interests50,665 53,412 114,192 47,795 853 
Total stockholders’ equity174,239 213,703 222,646 275,536 265,814 
Other Data (in millions)
    
Assets under management (AUM) by investment vehicle: (3)
    
Institutional accounts$33,255 $31,813 $27,148 $30,896 $29,848 
Open-end funds35,160 30,725 22,295 25,188 21,177 
Closed-end funds11,493 9,644 8,410 9,406 8,963 
Total AUM$79,908 $72,182 $57,853 $65,490 $59,988 
 _________________________
(1) Amounts have been recast to reflect the Company’s adoption of the revenue recognition accounting standard on January 1, 2018.
(2) Amounts for 2017 and 2016 reflect the higher U.S. federal statutory rate before it was lowered to 21.0% due to the Tax Cuts and Jobs Act.
(3) Amounts prior to 2019 have been recast to include model-based portfolios which were previously classified as assets under advisement.

18

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 (the Exchange Act), which reflect management’s current views with respect to, among other things, our operations and financial performance and the impact of the ongoing COVID-19 pandemic on the current economic environment and our business.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 listed and private real estate, preferred securities, listed infrastructure, 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 Tokyo.Singapore.
Our primary investment strategies include U.S. real estate, securities, preferred securities, andincluding low duration preferred securities, private real estate solutions, global/international real estate, securities, global listed infrastructure, real assets multi-strategy, midstream energy and MLPs, andas well as global natural resource equities. Our strategies seek to achieve a variety of investment objectives for different risk profiles and are actively managed by specialist teams of investment professionals who employ fundamental-driven research and portfolio management processes. We offer our strategies through a variety of investment vehicles, including U.S. and non-U.S. registered funds and other commingled vehicles, separate accounts and subadvised portfolios.
Our distribution network encompasses two major channels, wealth management and institutional. Our wealth management channel includes registered investment advisers, wirehouses, independent and regional broker dealers and bank trusts. Our institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries.
Our revenue from the wealth channel is primarily derived from investment advisory, administration, distribution and service fees from open-end and closed-end funds as well as other commingled vehicles. Our revenue from the institutional channel is derived from fees received from our clients including fees for managing or subadvising client accounts as well as investment advisory, administration, distributionadvised and service fees received from Company-sponsored open-end and closed-end funds.subadvised accounts. Our fees are based on contractually specified rates 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 market appreciation and depreciation, contributions or withdrawals from investor accounts and distributions. This revenue is recognized over the period that the assets are managed.
A majority of our revenue, 92.4%93.8%, 92.1%93.4% and 91.8%93.1% for the years ended December 31, 2020, 20192023, 2022 and 2018,2021, 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.
COVID-19Macroeconomic Environment
We are continuously managing and evaluating our strategy and responseOur financial results declined when compared with 2022 primarily due to the COVID-19 pandemic. During the first quarter of 2020, we activated our Business Continuity Plan and the majority of our employees worldwide continue to work from home and will do so for the foreseeable future. Ongoing business operations, including investment, trading, finance, operational and client service capabilities have not been materially impacted as a resultdepreciation in market values of the ongoing COVID-19 pandemic; however, there is no assuranceportfolios we manage. The depreciation resulted, in part, from elevated interest rates that they will not be impacted in future periods. We have also altered our travel policy, suspending all domesticcontinued through 2023, primarily impacting the market values of real estate and international air travel, and are leveraging our IT infrastructure to conduct virtual meetings withpreferred securities portfolios.

19

both internal and external parties. We remain focused on managing our clients' portfolios while maintaining the safety of our employees, families and communities.
The full scope and duration of the social, market and economic fallout from the COVID-19 pandemic is impossible to predict, and conditions emanating from the outbreak could worsen from those already experienced, including the possibility of a steep and prolonged economic downturn or global recession. 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.




2023

Assets Under Management
By Investment Vehicle
(in millions)
 Years Ended December 31,
202320222021
Open-end Funds
Assets under management, beginning of period$36,903 $50,911 $35,160 
Inflows11,937 17,939 19,542 
Outflows(13,614)(19,713)(10,765)
Net inflows (outflows)(1,677)(1,774)8,777 
Market appreciation (depreciation)3,231 (10,282)8,936 
Distributions(1,265)(1,952)(1,936)
Transfers(160)— (26)
Total increase (decrease)129 (14,008)15,751 
Assets under management, end of period$37,032 $36,903 $50,911 
Percentage of total assets under management44.5 %45.9 %47.7 %
Average assets under management$36,159 $43,202 $42,991 
Institutional Accounts
Assets under management, beginning of period$32,373 $42,727 $33,255 
Inflows2,985 5,915 6,152 
Outflows(3,225)(6,357)(5,563)
Net inflows (outflows)(240)(442)589 
Market appreciation (depreciation)3,626 (8,927)10,041 
Distributions(891)(985)(1,184)
Transfers160 — 26 
Total increase (decrease)2,655 (10,354)9,472 
Assets under management, end of period$35,028 $32,373 $42,727 
Percentage of total assets under management42.1 %40.3 %40.1 %
Average assets under management$32,878 $36,383 $38,906 
Closed-end Funds
Assets under management, beginning of period$11,149 $12,991 $11,493 
Inflows17 575 206 
Outflows(91)— (119)
Net inflows (outflows)(74)575 87 
Market appreciation (depreciation)617 (1,722)2,033 
Distributions(616)(695)(622)
Total increase (decrease)(73)(1,842)1,498 
Assets under management, end of period$11,076 $11,149 $12,991 
Percentage of total assets under management13.3 %13.9 %12.2 %
Average assets under management$10,854 $12,039 $12,317 
Total
Assets under management, beginning of period$80,425 $106,629 $79,908 
Inflows14,939 24,429 25,900 
Outflows(16,930)(26,070)(16,447)
Net inflows (outflows)(1,991)(1,641)9,453 
Market appreciation (depreciation)7,474 (20,931)21,010 
Distributions(2,772)(3,632)(3,742)
Total increase (decrease)2,711 (26,204)26,721 
Assets under management, end of period$83,136 $80,425 $106,629 
Average assets under management$79,891 $91,624 $94,214 
 Years Ended December 31,
20202019
2018 (1)
Institutional Accounts
Assets under management, beginning of period$31,813 $27,148 $30,896 
Inflows7,192 3,993 2,814 
Outflows(4,418)(4,908)(3,558)
Net inflows (outflows)2,774 (915)(744)
Market appreciation (depreciation)53 6,873 (1,074)
Distributions(1,385)(1,306)(1,962)
Transfers— 13 32 
Total increase (decrease)1,442 4,665 (3,748)
Assets under management, end of period$33,255 $31,813 $27,148 
Percentage of total assets under management41.6 %44.1 %46.9 %
Average assets under management$29,883 $30,301 $28,893 
Open-end Funds
Assets under management, beginning of period$30,725 $22,295 $25,188 
Inflows17,556 12,484 8,963 
Outflows(12,135)(7,745)(9,411)
Net inflows (outflows)5,421 4,739 (448)
Market appreciation (depreciation)405 5,881 (1,302)
Distributions(1,391)(2,177)(1,111)
Transfers— (13)(32)
Total increase (decrease)4,435 8,430 (2,893)
Assets under management, end of period$35,160 $30,725 $22,295 
Percentage of total assets under management44.0 %42.6 %38.5 %
Average assets under management$30,152 $27,595 $24,276 
Closed-end Funds
Assets under management, beginning of period$9,644 $8,410 $9,406 
Inflows2,652 5 12 
Outflows(89)(80)— 
Net inflows (outflows)2,563 (75)12 
Market appreciation (depreciation)(197)1,823 (496)
Distributions(517)(514)(512)
Total increase (decrease)1,849 1,234 (996)
Assets under management, end of period$11,493 $9,644 $8,410 
Percentage of total assets under management14.4 %13.4 %14.5 %
Average assets under management$9,140 $9,381 $9,012 
Total
Assets under management, beginning of period$72,182 $57,853 $65,490 
Inflows27,400 16,482 11,789 
Outflows(16,642)(12,733)(12,969)
Net inflows (outflows)10,758 3,749 (1,180)
Market appreciation (depreciation)261 14,577 (2,872)
Distributions(3,293)(3,997)(3,585)
Total increase (decrease)7,726 14,329 (7,637)
Assets under management, end of period$79,908 $72,182 $57,853 
Average assets under management$69,175 $67,277 $62,181 
_________________________
(1)    Amounts have been recast to include model-based portfolios which were previously classified as assets under advisement.

21
24

Assets Under Management - Institutional Accounts
By Account Type
(in millions)
Years Ended December 31,
202320222021
Advisory
Assets under management, beginning of period$18,631 $24,599 $17,628 
Inflows1,407 3,672 4,891 
Outflows(1,860)(4,734)(2,945)
Net inflows (outflows)(453)(1,062)1,946 
Market appreciation (depreciation)1,926 (4,906)4,999 
Transfers160 — 26 
Total increase (decrease)1,633 (5,968)6,971 
Assets under management, end of period$20,264 $18,631 $24,599 
Percentage of institutional assets under management57.9 %57.6 %57.6 %
Average assets under management$18,798 $21,233 $22,092 
Japan Subadvisory
Assets under management, beginning of period$8,376 $11,329 $9,720 
Inflows823 988 305 
Outflows(474)(436)(1,075)
Net inflows (outflows)349 552 (770)
Market appreciation (depreciation)1,192 (2,520)3,563 
Distributions(891)(985)(1,184)
Total increase (decrease)650 (2,953)1,609 
Assets under management, end of period$9,026 $8,376 $11,329 
Percentage of institutional assets under management25.8 %25.9 %26.5 %
Average assets under management$8,633 $9,302 $10,335 
Subadvisory Excluding Japan
Assets under management, beginning of period$5,366 $6,799 $5,907 
Inflows755 1,255 956 
Outflows(891)(1,187)(1,543)
Net inflows (outflows)(136)68 (587)
Market appreciation (depreciation)508 (1,501)1,479 
Total increase (decrease)372 (1,433)892 
Assets under management, end of period$5,738 $5,366 $6,799 
Percentage of institutional assets under management16.4 %16.6 %15.9 %
Average assets under management$5,447 $5,848 $6,479 
Total Institutional Accounts
Assets under management, beginning of period$32,373 $42,727 $33,255 
Inflows2,985 5,915 6,152 
Outflows(3,225)(6,357)(5,563)
Net inflows (outflows)(240)(442)589 
Market appreciation (depreciation)3,626 (8,927)10,041 
Distributions(891)(985)(1,184)
Transfers160 — 26 
Total increase (decrease)2,655 (10,354)9,472 
Assets under management, end of period$35,028 $32,373 $42,727 
Average assets under management$32,878 $36,383 $38,906 
Years Ended December 31,
20202019
2018 (1)
Advisory
Assets under management, beginning of period$15,669 $12,065 $11,341 
Inflows4,324 1,918 2,101 
Outflows(2,771)(1,351)(925)
Net inflows (outflows)1,553 567 1,176 
Market appreciation (depreciation)406 3,032 (484)
Transfers— 5 32 
Total increase (decrease)1,959 3,604 724 
Assets under management, end of period$17,628 $15,669 $12,065 
Percentage of institutional assets under management53.0 %49.3 %44.4 %
Average assets under management$15,650 $14,752 $11,804 
Japan Subadvisory
Assets under management, beginning of period$10,323 $9,288 $12,672 
Inflows1,601 942 144 
Outflows(626)(1,076)(1,250)
Net inflows (outflows)975 (134)(1,106)
Market appreciation (depreciation)(193)2,475 (316)
Distributions(1,385)(1,306)(1,962)
Total increase (decrease)(603)1,035 (3,384)
Assets under management, end of period$9,720 $10,323 $9,288 
Percentage of institutional assets under management29.2 %32.4 %34.2 %
Average assets under management$9,014 $9,954 $10,608 
Subadvisory Excluding Japan
Assets under management, beginning of period$5,821 $5,795 $6,883 
Inflows1,267 1,133 569 
Outflows(1,021)(2,481)(1,383)
Net inflows (outflows)246 (1,348)(814)
Market appreciation (depreciation)(160)1,366 (274)
Transfers— 8 — 
Total increase (decrease)86 26 (1,088)
Assets under management, end of period$5,907 $5,821 $5,795 
Percentage of institutional assets under management17.8 %18.3 %21.3 %
Average assets under management$5,219 $5,595 $6,481 
Total Institutional Accounts
Assets under management, beginning of period$31,813 $27,148 $30,896 
Inflows7,192 3,993 2,814 
Outflows(4,418)(4,908)(3,558)
Net inflows (outflows)2,774 (915)(744)
Market appreciation (depreciation)53 6,873 (1,074)
Distributions(1,385)(1,306)(1,962)
Transfers— 13 32 
Total increase (decrease)1,442 4,665 (3,748)
Assets under management, end of period$33,255 $31,813 $27,148 
Average assets under management$29,883 $30,301 $28,893 
_________________________
(1)    Amounts have been recast to include model-based portfolios which were previously classified as assets under advisement.

22
25

Assets Under Management
By Investment Strategy
(in millions)
Years Ended December 31,
202320222021
U.S. Real Estate
Assets under management, beginning of period$35,108 $49,915 $32,827 
Inflows7,077 10,572 11,538 
Outflows(6,521)(10,869)(6,499)
Net inflows (outflows)556 (297)5,039 
Market appreciation (depreciation)4,495 (12,097)14,417 
Distributions(1,679)(2,406)(2,294)
Transfers70 (7)(74)
Total increase (decrease)3,442 (14,807)17,088 
Assets under management, end of period$38,550 $35,108 $49,915 
Percentage of total assets under management46.4 %43.7 %46.8 %
Average assets under management$36,034 $41,627 $41,315 
Preferred Securities
Assets under management, beginning of period$19,767 $26,987 $23,185 
Inflows4,997 7,059 8,802 
Outflows(6,890)(10,212)(5,053)
Net inflows (outflows)(1,893)(3,153)3,749 
Market appreciation (depreciation)1,029 (3,240)964 
Distributions(739)(834)(985)
Transfers— 7 74 
Total increase (decrease)(1,603)(7,220)3,802 
Assets under management, end of period$18,164 $19,767 $26,987 
Percentage of total assets under management21.8 %24.6 %25.3 %
Average assets under management$18,439 $22,638 $25,262 
Global/International Real Estate
Assets under management, beginning of period$14,782 $19,380 $15,214 
Inflows1,529 3,848 3,263 
Outflows(1,975)(3,289)(2,833)
Net inflows (outflows)(446)559 430 
Market appreciation (depreciation)1,616 (5,039)3,933 
Distributions(93)(118)(197)
Transfers(70)— — 
Total increase (decrease)1,007 (4,598)4,166 
Assets under management, end of period$15,789 $14,782 $19,380 
Percentage of total assets under management19.0 %18.4 %18.2 %
Average assets under management$14,899 $16,692 $17,688 
Years Ended December 31,
20202019
2018 (1)
U.S. Real Estate
Assets under management, beginning of period$31,024 $24,627 $29,241 
Inflows11,114 7,298 4,488 
Outflows(6,478)(5,363)(5,158)
Net inflows (outflows)4,636 1,935 (670)
Market appreciation (depreciation)(574)7,346 (1,151)
Distributions(2,282)(2,886)(2,561)
Transfers23 2 (232)
Total increase (decrease)1,803 6,397 (4,614)
Assets under management, end of period$32,827 $31,024 $24,627 
Percentage of total assets under management41.1 %43.0 %42.6 %
Average assets under management$28,972 $29,117 $26,605 
Preferred Securities
Assets under management, beginning of period$17,581 $13,068 $14,435 
Inflows10,979 5,726 4,503 
Outflows(5,828)(3,041)(4,723)
Net inflows (outflows)5,151 2,685 (220)
Market appreciation (depreciation)1,172 2,406 (803)
Distributions(696)(597)(560)
Transfers(23)19 216 
Total increase (decrease)5,604 4,513 (1,367)
Assets under management, end of period$23,185 $17,581 $13,068 
Percentage of total assets under management29.0 %24.4 %22.6 %
Average assets under management$18,278 $15,702 $14,237 
Global/International Real Estate
Assets under management, beginning of period$13,509 $11,047 $11,194 
Inflows4,122 2,541 1,975 
Outflows(2,436)(2,714)(1,669)
Net inflows (outflows)1,686 (173)306 
Market appreciation (depreciation)102 2,887 (254)
Distributions(83)(252)(199)
Total increase (decrease)1,705 2,462 (147)
Assets under management, end of period$15,214 $13,509 $11,047 
Percentage of total assets under management19.0 %18.7 %19.1 %
Average assets under management$13,193 $12,718 $11,341 

_________________________
(1)    Amounts have been recast to include model-based portfolios which were previously classified as assets under advisement.








2326

Assets Under Management
By Investment Strategy - continued
(in millions)
Years Ended December 31,
202320222021
Global Listed Infrastructure
Assets under management, beginning of period$8,596 $8,763 $6,729 
Inflows487 1,566 1,751 
Outflows(725)(1,112)(765)
Net inflows (outflows)(238)454 986 
Market appreciation (depreciation)204 (405)1,256 
Distributions(206)(216)(208)
Total increase (decrease)(240)(167)2,034 
Assets under management, end of period$8,356 $8,596 $8,763 
Percentage of total assets under management10.1 %10.7 %8.2 %
Average assets under management$8,291 $8,700 $7,970 
Other
Assets under management, beginning of period$2,172 $1,584 $1,953 
Inflows849 1,384 546 
Outflows(819)(588)(1,297)
Net inflows (outflows)30 796 (751)
Market appreciation (depreciation)130 (150)440 
Distributions(55)(58)(58)
Total increase (decrease)105 588 (369)
Assets under management, end of period$2,277 $2,172 $1,584 
Percentage of total assets under management2.7 %2.7 %1.5 %
Average assets under management$2,228 $1,967 $1,979 
Total
Assets under management, beginning of period$80,425 $106,629 $79,908 
Inflows14,939 24,429 25,900 
Outflows(16,930)(26,070)(16,447)
Net inflows (outflows)(1,991)(1,641)9,453 
Market appreciation (depreciation)7,474 (20,931)21,010 
Distributions(2,772)(3,632)(3,742)
Total increase (decrease)2,711 (26,204)26,721 
Assets under management, end of period$83,136 $80,425 $106,629 
Average assets under management$79,891 $91,624 $94,214 
Years Ended December 31,
20202019
2018 (1)
Global Listed Infrastructure
Assets under management, beginning of period$8,076 $6,517 $6,982 
Inflows997 713 601 
Outflows(1,722)(699)(448)
Net inflows (outflows)(725)14 153 
Market appreciation (depreciation)(423)1,520 (419)
Distributions(199)(201)(199)
Transfers— 226 — 
Total increase (decrease)(1,347)1,559 (465)
Assets under management, end of period$6,729 $8,076 $6,517 
Percentage of total assets under management8.4 %11.2 %11.3 %
Average assets under management$6,972 $7,455 $6,924 
Other
Assets under management, beginning of period$1,992 $2,594 $3,638 
Inflows188 204 222 
Outflows(178)(916)(971)
Net inflows (outflows)10 (712)(749)
Market appreciation (depreciation)(16)418 (245)
Distributions(33)(61)(66)
Transfers— (247)16 
Total increase (decrease)(39)(602)(1,044)
Assets under management, end of period$1,953 $1,992 $2,594 
Percentage of total assets under management2.4 %2.8 %4.5 %
Average assets under management$1,760 $2,285 $3,075 
Total
Assets under management, beginning of period$72,182 $57,853 $65,490 
Inflows27,400 16,482 11,789 
Outflows(16,642)(12,733)(12,969)
Net inflows (outflows)10,758 3,749 (1,180)
Market appreciation (depreciation)261 14,577 (2,872)
Distributions(3,293)(3,997)(3,585)
Total increase (decrease)7,726 14,329 (7,637)
Assets under management, end of period$79,908 $72,182 $57,853 
Average assets under management$69,175 $67,277 $62,182 

_________________________
(1)    Amounts have been recast to include model-based portfolios which were previously classified as assets under advisement.







2427

Investment Performance as of December 31, 20202023
cns-20201231_g1.jpg
investmentgraph123123.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)    © 20212024 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar calculates its ratings based on a risk-adjusted return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive two stars and the bottom 10% receive one star. Past performance is no guarantee of future results. Based on independent rating by Morningstar, Inc. of investment performance of each Cohen & Steers-sponsored open-end U.S.-registered mutual fund for all share classes for the overall period at December 31, 2020.2023. 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 - 20202023 Compared with 20192022
Assets under management at December 31, 20202023 increased 10.7%3.4% to $79.9$83.1 billion from $72.2$80.4 billion at December 31, 2019.2022. The increase was due to net inflows of $10.8 billion and market appreciation of $261 million, which recovered from $15.3$7.5 billion, of market depreciation in the first quarter of 2020, partially offset by net outflows of $2.0 billion and distributions of $3.3$2.8 billion. Net inflowsoutflows included $5.2$1.9 billion intofrom preferred securities and $4.6 billion into U.S. real estate.securities. Market appreciation included $1.2$4.5 billion from preferred securities, partially offset by market depreciation of $574 million from U.S. real estate, $1.6 billion from global/international real estate and $423 million$1.0 billion from global listed infrastructure.preferred securities. Distributions included $2.3$1.7 billion from U.S. real estate and $696$739 million from preferred securities. Our overall organic growthdecay rate was 14.9%(2.5%) for the year ended December 31, 2020, compared with 6.5% for the

25

year ended December 31, 2019.2023. The organic growthgrowth/decay rate represents the ratio of net flows for the year to the beginning assets under management.
28

Open-end funds
Assets under management in open-end funds at December 31, 2023, which represented 44.5% of the respective period.
Averagetotal assets under management, increased 0.3% to $37.0 billion from $36.9 billion at December 31, 2022. The increase was due to market appreciation of $3.2 billion, partially offset by net outflows of $1.7 billion and distributions of $1.3 billion. Net outflows included $1.4 billion from preferred securities. Market appreciation included $2.4 billion from U.S. real estate and $547 million from preferred securities. Distributions included $608 million from U.S. real estate and $538 million from preferred securities. Of these distributions, $977 million was reinvested and included in net flows. Our organic decay rate for open-end funds was (4.5%) for the year ended December 31, 2020 increased 2.8% to $69.2 billion from $67.3 billion for the year ended December 31, 2019.2023.
Institutional accounts
Assets under management in institutional accounts at December 31, 2020,2023, which represented 41.6%42.1% of total assets under management, increased 4.5%8.2% to $33.3$35.0 billion from $31.8$32.4 billion at December 31, 2019.2022. The increase was due to market appreciation of $3.6 billion, partially offset by net outflows of $240 million and distributions of $891 million. Net outflows included $435 million from preferred securities, $375 million from global/international real estate and $124 million from global listed infrastructure, partially offset by net inflows of $680 million into U.S. real estate. Market appreciation included $1.8 billion from U.S. real estate and $1.4 billion from global/international real estate. Distributions included $864 million from U.S. real estate. Our organic decay rate for institutional accounts was (0.7%) for the year ended December 31, 2023.
Assets under management in advisory accounts at December 31, 2023, which represented 57.9% of institutional assets under management, increased 8.8% to $20.3 billion from $18.6 billion at December 31, 2022. The increase was due to market appreciation of $1.9 billion, partially offset by net outflows of $453 million. Net outflows included $428 million from preferred securities. Market appreciation included $811 million from global/international real estate, $716 million from U.S. real estate and $271 million from preferred securities. Our organic decay rate for advisory accounts was (2.4%) for the year ended December 31, 2023.
Assets under management in Japan subadvisory accounts at December 31, 2023, which represented 25.8% of institutional assets under management, increased 7.8% to $9.0 billion from $8.4 billion at December 31, 2022. The increase was due to net inflows of $2.8 billion$349 million and market appreciation of $53 million,$1.2 billion, 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, compared with organic decay of 3.4% for the year ended December 31, 2019.
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 institutional 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$891 million. Net inflows included $1.3 billion into global/international real estate and $699$428 million into U.S. real estate, partially offset by net outflows of $565 million from global listed infrastructure. Market appreciation included $265$67 million from global/international real estate and $196 million from preferred securities. Our organic growth rate for institutional advisory accounts was 9.9% for the year ended December 31, 2020, compared with 4.7% for the year ended December 31, 2019.
Average assets under management for institutional 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 depreciationappreciation included $237$912 million from U.S. real estate partially offset by market appreciation of $41and $267 million from global/international real estate. Distributions included $1.4 billion$864 million from U.S. real estate. Our organic growth rate for Japan subadvisory accounts was 9.4%4.2% for the year ended December 31, 2020, compared with organic decay of 1.4% for the year ended December 31, 2019.
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, 2019.2023.
Assets under management in institutional subadvisory accounts excluding Japan at December 31, 2020,2023, which represented 17.8%16.4% of institutional assets under management, increased 1.5%6.9% to $5.9$5.7 billion from $5.8$5.4 billion at December 31, 2019.2022. The increase was due to net inflowsmarket appreciation of $246$508 million, partially offset by market depreciationnet outflows of $160$136 million. Net inflowsoutflows included $368$376 million intofrom global/international real estate, partially offset by net inflows of $169 million into U.S. real estate and $91 million into real assets multi-strategy (included in "Other" in the Assets under Management - By Investment Strategy
table). Market appreciation included $298 million from global/international real estate and $157 million from U.S. real estate. Our organic decay rate for subadvisory accounts excluding Japan was (2.5%) for the year ended December 31, 2023.
Closed-end funds
Assets under management in closed-end funds at December 31, 2023, which represented 13.3% of total assets under management, were $11.1 billion at both December 31, 2023 and December 31, 2022. Assets under management in closed-end funds included net outflows of $90$74 million and distributions of $616 million, partially offset by market appreciation of $617 million. Our organic decay rate for closed-end funds was (0.7%) for the year ended December 31, 2023.
Changes in Assets Under Management - 2022 Compared with 2021
Assets under management at December 31, 2022 decreased 24.6% to $80.4 billion from $106.6 billion at December 31, 2021. The decrease was due to net outflows of $1.6 billion, market depreciation of $20.9 billion and distributions of $3.6 billion. Net outflows included $3.2 billion from preferred securities, partially offset by net inflows of $748 million into real assets multi-strategy (included in "Other" in the Assets under Management - By Investment Strategy table), $559 million into global/international real estate and $454 million into global listed infrastructure. Market depreciation included $109 million$12.1 billion from U.S. real estate, $5.0 billion from global/international real estate.estate and $3.2 billion from preferred securities. Distributions
29

included $2.4 billion from U.S. real estate and $834 million from preferred securities. Our overall organic growthdecay rate for institutional subadvisory accounts excluding Japan was 4.2%(1.5%) for the year ended December 31, 2020, compared with organic decay of 23.3% for the year ended December 31, 2019.
Average assets under management for institutional 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, 2019.2022.
Open-end funds
Assets under management in open-end funds at December 31, 2020,2022, which represented 44.0%45.9% of total assets under management, increased 14.4%decreased 27.5% to $35.2$36.9 billion from $30.7$50.9 billion at December 31, 2019.2021. The increasedecrease was due to net inflowsoutflows of $5.4$1.8 billion, market depreciation of $10.3 billion and market appreciation of $405 million, partially offset by distributions of $1.4$2.0 billion. Net inflowsoutflows included $3.0$3.1 billion into preferred securities and $2.5 billion into U.S. real estate. Market appreciation included $851 million from preferred securities, partially offset by marketnet inflows of $733 million into real assets multi-strategy (included in "Other" in the Assets under Management - By Investment Strategy table), $248 million into global/international real estate and $184 million into global listed infrastructure. Market depreciation of $260 millionincluded $7.1 billion from U.S. real estate $95 millionand $2.2 billion from global/internationalpreferred securities. Distributions included $1.2 billion from U.S. real estate and $81 million from global listed infrastructure. Distributions included $742 million from U.S. real

26

estate and $578$611 million from preferred securities. Of these distributions, $1.6 billion was reinvested and included in net flows. Our organic growthdecay rate for open-end funds was 17.6%(3.5%) for the year ended December 31, 2020, compared with 21.3%2022.
Institutional accounts
Assets under management in institutional accounts at December 31, 2022, which represented 40.3% of total assets under management, decreased 24.2% to $32.4 billion from $42.7 billion at December 31, 2021. The decrease was due to net outflows of $442 million, market depreciation of $8.9 billion and distributions of $1.0 billion. Net outflows included $799 million from U.S. real estate, partially offset by net inflows of $310 million into global/international real estate. Market depreciation included $4.2 billion from global/international real estate and $4.0 billion from U.S. real estate. Distributions included $934 million from U.S. real estate. Our organic decay rate for institutional accounts was (1.0%) for the year ended December 31, 2019.2022.
AverageAssets under management in advisory accounts at December 31, 2022, which represented 57.6% of institutional assets under management, decreased 24.3% to $18.6 billion from $24.6 billion at December 31, 2021. The decrease was due to net outflows of $1.1 billion and market depreciation of $4.9 billion. Net outflows included $1.5 billion from U.S. real estate, partially offset by net inflows of $316 million into global listed infrastructure and $313 million into global/international real estate. Market depreciation included $2.4 billion from global/international real estate and $1.9 billion from U.S. real estate. Our organic decay rate for open-end fundsadvisory accounts was (4.3%) for the year ended December 31, 2020 increased 9.3%2022.
Assets under management in Japan subadvisory accounts at December 31, 2022, which represented 25.9% of institutional assets under management, decreased 26.1% to $30.2$8.4 billion from $27.6$11.3 billion at December 31, 2021. The decrease was due to market depreciation of $2.5 billion and distributions of $1.0 billion, partially offset by net inflows of $552 million. Net inflows included $488 million into U.S. real estate. Market depreciation included $1.8 billion from U.S. real estate and $659 million from global/international real estate. Distributions included $934 million from U.S. real estate. Our organic growth rate for Japan subadvisory accounts was 4.9% for the year ended December 31, 2019.2022.
Assets under management in subadvisory accounts excluding Japan at December 31, 2022, which represented 16.6% of institutional assets under management, decreased 21.1% to $5.4 billion from $6.8 billion at December 31, 2021. The decrease was due to market depreciation of $1.5 billion, partially offset by net inflows of $68 million. Market depreciation included $1.1 billion from global/international real estate. Our organic growth rate for subadvisory accounts excluding Japan was 1.0% for the year ended December 31, 2022.
Closed-end funds
Assets under management in closed-end funds at December 31, 2020,2022, which represented 14.4%13.9% of total assets under management, increased 19.2%decreased 14.2% to $11.5$11.1 billion from $9.6$13.0 billion at December 31, 2019.2021. The increasedecrease was due to market depreciation of $1.7 billion and distributions of $695 million, partially offset by net inflows of $2.6 billion, partially offset by market depreciation$575 million. Inflows of $197 $482
million, and distributions of $517 million. Net inflowswhich included $2.1 billion fromleverage, were attributable to the Company's initial public offering of the Cohen & Steers Tax-Advantaged Preferred SecuritiesReal Estate
Opportunities and Income Fund (PTA) and $526 million from the Cohen & Steers Quality Income Realty Fund, Inc. (RQI) rights offering.(RLTY). Our organic growth rate for closed-end funds was 26.6%4.4% for the year ended December 31, 2020, compared with organic decay of 0.9% for the year ended December 31, 2019.
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.
Changes in Assets Under Management - 2019 Compared with 2018
Assets under management at December 31, 2019 increased 24.8% to $72.2 billion from $57.9 billion at December 31, 2018. The increase was due to net inflows of $3.7 billion and market appreciation of $14.6 billion, partially offset by distributions of $4.0 billion. Net inflows included $2.7 million into preferred securities and $1.9 billion into U.S. real estate, partially offset by net outflows of $676 million from large cap value (which is included in “Other” in the table on pages 23-24). Market appreciation included $7.3 billion from U.S. real estate, $2.9 billion from global/international real estate, $2.4 billion from preferred securities and $1.5 billion from global listed infrastructure. Distributions included $2.9 billion from U.S. real estate and $597 million from preferred securities. Our overall organic growth rate was 6.5% for the year ended December 31, 2019, compared with organic decay of 1.8% for the year ended December 31, 2018.
Average assets under management for the year ended December 31, 2019 increased 8.2% to $67.3 billion from $62.2 billion for the year ended December 31, 2018.
Institutional accounts
Assets under management in institutional accounts at December 31, 2019, which represented 44.1% of total assets under management, increased 17.2% to $31.8 billion from $27.1 billion at December 31, 2018. The increase was due to market appreciation of $6.9 billion, partially offset by net outflows of $915 million and distributions of $1.3 billion. Net outflows included $510 million from large cap value (which is included in “Other” in the table on pages 23-24) and $356 million from preferred securities, partially offset by net inflows of $231 million into U.S. real estate. Market appreciation included $3.0 billion from U.S. real estate and $2.4 million from global/international real estate. Distributions included $1.2 billion from U.S. real estate. Our organic decay rate for institutional accounts was 3.4% for the year ended December 31, 2019, compared with 2.4% for the year ended December 31, 2018.
Average assets under management for institutional accounts for the year ended December 31, 2019 increased 4.9% to $30.3 billion from $28.9 billion for the year ended December 31, 2018.
Assets under management in institutional advisory accounts at December 31, 2019, which represented 49.3% of institutional assets under management, increased 29.9% to $15.7 billion from $12.1 billion at December 31, 2018. The increase was due to net inflows of $567 million and market appreciation of $3.0 billion. Net inflows included $592 million into global/international real estate and $124 million into U.S. real estate, partially offset by net outflows of $92 million from large cap value (which is included in “Other” in the table on pages 23-24) and $69 million from global listed infrastructure. Market appreciation included $1.1 billion from global/international real estate, $803 million from U.S. real estate and $512 million from global listed infrastructure. Our organic growth rate for institutional advisory accounts was 4.7% for the year ended December 31, 2019, compared with 10.4% for the year ended December 31, 2018.
Average assets under management for institutional advisory accounts for the year ended December 31, 2019 increased 25.0% to $14.8 billion from $11.8 billion for the year ended December 31, 2018.2022.

27

Assets under management in Japan subadvisory accounts at December 31, 2019, which represented 32.4% of institutional assets under management, increased 11.1% to $10.3 billion from $9.3 billion at December 31, 2018. The increase was due to market appreciation of $2.5 billion, partially offset by net outflows of $134 million and distributions of $1.3 billion. Net outflows included $180 million from preferred securities and $104 million from global/international real estate, partially offset by net inflows of $152 million into U.S. real estate. Market appreciation included $1.9 billion from U.S. real estate and $445 million from global/international real estate. Distributions included $1.2 billion from U.S. real estate. Our organic decay rate for Japan subadvisory accounts was 1.4% for the year ended December 31, 2019, compared with 8.7% for the year ended December 31, 2018.
Average assets under management for Japan subadvisory accounts for the year ended December 31, 2019 decreased 6.2% to $10.0 billion from $10.6 billion for the year ended December 31, 2018.
Assets under management in institutional subadvisory accounts excluding Japan at December 31, 2019, which represented 18.3% of institutional assets under management, were $5.8 million at both December 31, 2019 and 2018 as net outflows were offset by market appreciation. Our organic decay rate for institutional subadvisory accounts excluding Japan was 23.3% for the year ended December 31, 2019, compared with 11.8% for the year ended December 31, 2018.
Average assets under management for institutional subadvisory accounts excluding Japan for the year ended December 31, 2019 decreased 13.7% to $5.6 billion from $6.5 billion for the year ended December 31, 2018.
Open-end funds
Assets under management in open-end funds at December 31, 2019, which represented 42.6% of total assets under management, increased 37.8% to $30.7 billion from $22.3 billion at December 31, 2018. The increase was due to net inflows of $4.7 billion and market appreciation of $5.9 billion, partially offset by distributions of $2.2 billion. Net inflows included $3.0 billion into preferred securities and $1.7 billion into U.S. real estate. Market appreciation included $3.7 billion from U.S. real estate and $1.6 billion from preferred securities. Distributions included $1.5 billion from U.S. real estate and $478 million from preferred securities. Our organic growth rate for open-end funds was 21.3% for the year ended December 31, 2019, compared with organic decay of 1.8% for the year ended December 31, 2018.
Average assets under management for open-end funds for the year ended December 31, 2019 increased 13.7% to $27.6 billion from $24.3 billion for the year ended December 31, 2018.
Closed-end funds
Assets under management in closed-end funds at December 31, 2019, which represented 13.4% of total assets under management, increased 14.7% to $9.6 billion from $8.4 billion at December 31, 2018. The increase was due to market appreciation of $1.8 billion, partially offset by net outflows of $75 million related to decreases in certain funds' outstanding leverage and distributions of $514 million. Our organic decay rate for closed-end funds was 0.9% for the year ended December 31, 2019, compared with an organic growth rate of 0.1% for the year ended December 31, 2018.
Average assets under management for closed-end funds for the year ended December 31, 2019 increased 4.1% to $9.4 billion from $9.0 billion for the year ended December 31, 2018.

2830

Summary of Operating Information
Years Ended December 31,
(in thousands, except percentages and per share data)202020192018
U.S. GAAP
Revenue$427,536 $410,830 $381,111 
Expenses (1)
$332,479 $250,696 $234,073 
Operating income (loss)$95,057 $160,134 $147,038 
Non-operating income (loss)$(1,670)$27,415 $(3,259)
Net income attributable to common stockholders$76,584 $134,621 $113,896 
Diluted earnings per share$1.57 $2.79 $2.40 
Operating margin22.2 %39.0 %38.6 %
As Adjusted (2)
Net income attributable to common stockholders$125,291 $124,360 $113,849 
Diluted earnings per share$2.57 $2.57 $2.40 
Operating margin39.6 %39.6 %39.1 %
Results
(in thousands, except percentages and per share data)Years Ended December 31,
202320222021
U.S. GAAP
Revenue$489,637 $566,906 $583,832 
Expenses$325,160 $350,968 $323,460 
Operating income$164,477 $215,938 $260,372 
Non-operating income (loss) (1)
$15,774 $(19,041)$21,572 
Net income attributable to common stockholders$129,049 $171,042 $211,396 
Diluted earnings per share$2.60 $3.47 $4.31 
Operating margin33.6 %38.1 %44.6 %
As Adjusted (2)
Net income attributable to common stockholders$140,511 $182,251 $197,947 
Diluted earnings per share$2.84 $3.70 $4.03 
Operating margin36.2 %43.0 %46.0 %
_________________________
(1)    Includes expensesIncluded amounts attributable to third-party interests in consolidated investment vehicles. Refer to non-operating income (loss) tables on pages 32 and 34 for additional detail.
(2)Refer to pages 35-37 for reconciliations of $60.6 million associatedU.S. GAAP to as adjusted results.
2023 Compared with the initial public offering of PTA for2022
Revenue
(in thousands)Years Ended December 31,
20232022$ Change% Change
Investment advisory and administration fees
Open-end funds$239,501 $288,577 $(49,076)(17.0)%
Institutional accounts123,565 134,012 $(10,447)(7.8)%
Closed-end funds96,345 106,722 $(10,377)(9.7)%
Total459,411 529,311 $(69,900)(13.2)%
Distribution and service fees28,200 35,093 $(6,893)(19.6)%
Other2,026 2,502 $(476)(19.0)%
Total revenue$489,637 $566,906 $(77,269)(13.6)%
Investment advisory and administration fees decreased from the year ended December 31, 2020.
(2)    The “As Adjusted” amounts represent non-GAAP financial measures. Refer2022, primarily due to pages 34-35 for reconciliations to the most directly comparable U.S. GAAP financial measures.
U.S. GAAP
2020 Compared with 2019
Revenue
Years Ended December 31,
(in thousands)20202019$ Change% Change
Institutional accounts$115,876 $110,346 $5,530 5.0 %
Open-end funds201,135 187,730 13,405 7.1 %
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 %

Revenue for the year ended December 31, 2020 increased primarily attributable to higherlower average assets under management in open-end funds and the recognitionacross all three types of $7.7 million ofinvestment vehicles, partially offset by higher performance fees from certain institutional accounts, partially offset by lower average assets under management in institutional accounts and closed-end funds.accounts.
•Total investment advisory and administration revenue from open-end funds compared with average assets under management in institutional accounts implied an annual effective fee rate of 38.866.2 bps and 36.466.8 bps for the years ended December 31, 20202023 and 2019,2022, respectively. The increase in the annual effective fee rate is primarily due to higher performance fees in 2020.
•Total investment advisory and administration revenue from institutional accounts compared with average assets under management in open-end funds implied an annual effective fee rate of 66.737.6 bps and 68.036.8 bps for the years ended December 31, 20202023 and 2019,2022, respectively. The decreaseincrease in the implied annual effective fee rate iswas primarily due to higher performance fees of $2.5 million for the full year impact of a reduction ofended December 31, 2023 versus $636,000 for the investment advisoryyear ended December 31, 2022. Excluding the performance fees, the implied annual effective fee rate resulting from imposition of an expense cap effective July 1, 2019 by Cohen & Steers Realty Shares, Inc.would have been 36.8 bps and 36.7 bps for the years ended December 31, 2023 and 2022, respectively.
•Total investment advisory and administration revenue from closed-end funds compared with average assets under management in closed-end funds implied an annual effective fee rate of 85.488.8 bps and 85.888.6 bps for the years ended December 31, 20202023 and 2019,2022, respectively. In 2021,
Distribution and service fees for the annual effective fee rate is expectedyear ended December 31, 2023 decreased primarily due to increase as a result of the initial public offering of PTA, which concluded on October 27, 2020.lower average assets under management in U.S. open-end funds.

2931

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 %

(in thousands)Years Ended December 31,
20232022$ Change% Change
Employee compensation and benefits$200,181 $208,831 $(8,650)(4.1)%
Distribution and service fees54,170 82,928 $(28,758)(34.7)%
General and administrative66,704 54,826 $11,878 21.7 %
Depreciation and amortization4,105 4,383 $(278)(6.3)%
Total expenses$325,160 $350,968 $(25,808)(7.4)%
Employee compensation and benefits fordecreased from the year ended December 31, 2020 increased2022, primarily due to lower incentive compensation of $11.1 million and a decrease in amortization of restricted stock units of $5.5 million, partially offset by higher salaries of $3.7$6.9 million an increase in incentive compensation of $3.4 million,and an increase in severance expenses of $1.8 million, higher payroll taxes of $1.2 million and commissions of $1.1$1.4 million.
Distribution and service fees expense forfee expenses decreased by $28.8 million from the year ended December 31, 2020 increased2022, which included $14.2 million of costs associated with the offering of RLTY. The remainder of the decrease was primarily due to costs
associated with the initial public offering of PTA of $57.8 million.lower average assets under management in U.S. open-end funds.
General and administrative expenses forincreased from the year ended December 31, 2020 increased2022, primarily due to incremental lease costs associated withof $10.6 million related to the RQI rights offering of $11.7 million, partially offset by lower travel and entertainment expenses of $3.3 million.Company's new headquarters.
Operating Margin
Operating margin for the year ended December 31, 20202023 decreased to 22.2%33.6% from 39.0%38.1% for the year ended December 31, 2019.2022. The operating margin for the year ended 2022 included costs associated with the offering of RLTY. Excluding those costs, the operating margin would have been 40.8%. The 720 basis point decrease in operating margin from December 31, 2022 was primarily due to higher employee compensation and benefits relative to revenue as well as an increase in general and administrative expenses associated with the initial public offering of PTA and the RQI rights offering for the year ended December 31, 2020.relative to revenue. Operating margin represents the ratio of operating income to revenue.
Non-operating Income (Loss)
Years Ended December 31,
20202019
(in thousands)Seed InvestmentsOtherTotalSeed InvestmentsOtherTotal
Interest and dividend income—net$2,358 $1,004 $3,362 $3,052 $3,664 $6,716 
Gain (loss) from investments—net(4,116)— (4,116)21,673 — 21,673 
Foreign currency gains (losses)—net(399)(517)(916)381 (1,355)(974)
Total non-operating income (loss)$(2,157)(1)$487 $(1,670)$25,106 (1)$2,309 $27,415 
(in thousands)Year Ended December 31, 2023
Consolidated
Investment Vehicles		Corporate
Seed Investments		Corporate OtherTotal
Interest and dividend income—net$3,622 $3,547 $7,449 $14,618 
Gain (loss) from investments—net
4,915 1,246 (1,870)(1)4,291 
Foreign currency gain (loss)—net(556)(22)(2,557)(2)(3,135)
Total non-operating income (loss)7,981 4,771 3,022 15,774 
Net (income) loss attributable to noncontrolling interests(7,560)— — (7,560)
Non-operating income (loss) attributable to the Company$421 $4,771 $3,022 $8,214 
_________________________
(1)    Seed investments included net loss of $1.4 million and net income of $12.4 million attributable to third-party interests for the years ended December 31, 2020 and 2019, respectively.
Income Taxes
Years Ended December 31,
(in thousands, except percentages)20202019$ Change% Change
Income tax expense$18,222 $40,565 $(22,343)(55.1)%
Effective tax rate19.2 %23.2 %

(1)
The effective tax rate for the year ended December 31, 2020 differed from the U.S. federal statutory rateComprised primarily of 21.0% primarily duegain (loss) on derivative contracts, which are utilized to state, local and foreign taxes as well as the effect of certain permanent differences, the most significant of which related to limitations on the deductibility of executive compensation. These were more than offset by discrete tax items, primarily related to the appreciated value of restricted stock units delivered in January 2020. The effective tax rate for the year ended December 31, 2019 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes, partially offset by the reversal of certain liabilities associated with unrecognized tax benefits, the release ofeconomically hedge a portion of the valuation allowance associated with unrealized gains onmarket risk of the Company's seed investments included in both Consolidated Investment Vehicles and a discrete tax item related to the appreciated value of restricted stock units delivered in January 2019.


30

2019 Compared with 2018
Revenue
Years Ended December 31,
(in thousands)2019
2018 (1)
$ Change% Change
Institutional accounts$110,346 $104,327 $6,019 5.8 %
Open-end funds187,730 168,273 19,457 11.6 %
Closed-end funds80,502 77,270 3,232 4.2 %
Investment advisory and administration fees378,578 349,870 28,708 8.2 %
Distribution and service fees30,048 29,090 958 3.3 %
Other2,204 2,151 53 2.5 %
Total revenue$410,830 $381,111 $29,719 7.8 %
_________________________
(1)    Amounts related to model-based portfolios were reclassified from other (previously reported as portfolio consulting and other) to investment advisory and administration fees.
Revenue for the year ended December 31, 2019 increased primarily attributable to higher average assets under management in all three investment vehicles.
•Total investment advisory revenue compared with average assets under management in institutional accounts implied an annual effective fee rate of 36.4 bps and 36.1 bps for the years ended December 31, 2019 and 2018, respectively.Corporate Seed Investments.
•(2)Total investment advisory and administration revenue compared with average assets under management in open-end funds implied an annual effective fee rateComprised primarily of 68.0 bps and 69.3 bps for the years ended December 31, 2019 and 2018, respectively. The decrease in the annual effective fee rate is primarily due to a reduction of the investment advisory fee rate and higher fund reimbursements related to the imposition of an expense cap effective July 1, 2019 by Cohen & Steers Realty Shares, Inc.
•Total investment advisory and administration revenue compared with average assets under management in closed-end funds implied an annual effective fee rate of 85.8 bps and 85.7 bps for the years ended December 31, 2019 and 2018, respectively.
Expenses
Years Ended December 31,
(in thousands)20192018$ Change% Change
Employee compensation and benefits$143,431 $131,292 $12,139 9.2 %
Distribution and service fees55,237 50,043 5,194 10.4 %
General and administrative47,632 48,265 (633)(1.3)%
Depreciation and amortization4,396 4,473 (77)(1.7)%
Total expenses$250,696 $234,073 $16,623 7.1 %

Employee compensation and benefits for the year ended December 31, 2019 increased primarily due to higher incentive compensation of $4.8 million, higher amortization of restricted stock units of $3.5 million and higher salaries of $2.0 million.
Distribution and service fees expense for the year ended December 31, 2019 increased primarily due to higher average assets under management in U.S. open-end funds of approximately $3.8 million and an increase in sub-transfer agent fees on certain assets by one of the Company's intermediaries of approximately $2.3 million, partially offset by the impact of redemptions from a higher cost intermediary of approximately $1.0 million.
General and administrative expenses for the year ended December 31, 2019 decreased primarily due to expenses of approximately $871,000 associated with the evaluation of a potential business transaction that the Company did not pursue that were included in the year ended December 31, 2018, partially offset by costs associated with the RQI rights offering of approximately $346,000 as well as higher professional fees of approximately $100,000 for the year ended December 31, 2019.
Operating Margin
Operating margin for the year ended December 31, 2019 increased to 39.0% from 38.6% for the year ended December 31, 2018.

31

Non-operating Income (Loss)
Years Ended December 31,
20192018
(in thousands)Seed InvestmentsOtherTotalSeed InvestmentsOtherTotal
Interest and dividend income—net$3,052 $3,664 $6,716 $6,754 $3,672 $10,426 
Gain (loss) from investments—net21,673 — 21,673 (14,264)— (14,264)
Foreign currency gains (losses)—net381 (1,355)(974)(1,702)2,281 579 
Total non-operating income (loss)$25,106 (1)$2,309 $27,415 $(9,212)(1)$5,953 $(3,259)
_________________________
(1)    Amounts included net income of $12.4 million and net loss of $4.4 million attributable to third-party interests for the years ended December 31, 2019 and 2018, respectively.
Income Taxes
Years Ended December 31,
(in thousands, except percentages)20192018$ Change% Change
Income tax expense$40,565 $34,257 $6,308 18.4 %
Effective tax rate23.2 %23.1 %

The effective tax rate for the year ended December 31, 2019 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes, partially offset by the reversal of certain liabilities associated with unrecognized tax benefits, the release of a portion of the valuation allowance associated with unrealized gains on the Company's seed investments and a discrete tax item related to the appreciated value of restricted stock units delivered in January 2019. The effective tax rate for the year ended December 31, 2018 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes, partially offset by the reversal of certain liabilities associated with unrecognized tax benefits, a discrete tax item related to the appreciated value of restricted stock units delivered in January 2018 and an adjustment to the Company's transition tax liability in connection with the Tax Cuts and Jobs Act (the Tax Act).
As Adjusted
The term “As Adjusted” is used to identify non-GAAP financial information in the discussion below. Refer to pages 34-35 for reconciliations to the most directly comparable U.S. GAAP financial measures.
2020 Compared with 2019
Revenue
Revenue, as adjusted, for the year ended December 31, 2020 was $427.8 million, compared with $410.4 million for the year ended December 31, 2019.
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, 2020 were $258.4 million, compared with $247.7 million for the year ended December 31, 2019.
Expenses, as adjusted, excluded the following:
•The consolidation of certain of our seed investments for both years;
•Amounts related to the accelerated vesting of certain restricted stock units 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 both years ended December 31, 2020 and 2019.

32

Non-operating Income
Non-operating income, as adjusted, for the year ended December 31, 2020 was $1.4 million, compared with $4.2 million for the year ended December 31, 2019.
Non-operating income, as adjusted, excluded the following for both years:
•Results from our seed investments; and
•Net foreign currency exchange gains and lossesgain (loss) associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
Income Taxes
(in thousands)Year Ended December 31, 2022
Consolidated
Investment Vehicles		Corporate
Seed Investments		Corporate OtherTotal
Interest and dividend income—net$3,718 $1,355 $1,745 $6,818 
Gain (loss) from investments—net
(26,480)(2,345)3,719 (1)(25,106)
Foreign currency gain (loss)—net(3,765)(14)3,026 (2)(753)
Total non-operating income (loss)(26,527)(1,004)8,490 (19,041)
Net (income) loss attributable to noncontrolling interests21,556 — — 21,556 
Non-operating income (loss) attributable to the Company$(4,971)$(1,004)$8,490 $2,515 
_________________________
The effective tax rate, as adjusted, for(1)Comprised primarily of gain (loss) on derivative contracts, which are utilized to economically hedge a portion of the year ended December 31, 2020 was 26.7%, compared with 25.5% formarket risk of the year ended December 31, 2019.
The effective tax rate, as adjusted, excluded the tax effects associated with non-GAAP adjustments as well as discrete tax items for both years.
2019 Compared with 2018
Revenue
Revenue, as adjusted, for the year ended December 31, 2019 was $410.4 million, compared with $380.4 million for the year ended December 31, 2018.
Revenue, as adjusted, excluded the consolidation of certain of ourCompany's seed investments forincluded in both years.
Expenses
Expenses, as adjusted, for the year ended December 31, 2019 were $247.7 million, compared with $231.8 million for the year ended December 31, 2018.
Expenses, as adjusted, excluded the following:
•The consolidation of certain of our seed investments for both years;Consolidated Investment Vehicles and Corporate Seed Investments.
•(2)Amounts related to the accelerated vestingComprised primarily of certain restricted stock units for the year ended December 31, 2019;
•Costs associated with the RQI rights offering for the year ended December 31, 2019; and
•Expenses associated with the evaluation of a potential business transaction that we did not pursue for the year ended December 31, 2018.
Operating Margin
Operating margin, as adjusted, for the year ended December 31, 2019 was 39.6%, compared with 39.1% for the year ended December 31, 2018.
Non-operating Income
Non-operating income, as adjusted, for the year ended December 31, 2019 was $4.2 million, compared with $3.7 million for the year ended December 31, 2018.
Non-operating income, as adjusted, excluded the following for both years:
•Results from our seed investments; and
•Netnet foreign currency exchange gains and lossesgain (loss) associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
32

Income Taxes
The effectiveA reconciliation of the Company’s statutory federal income tax rate and the effective income tax rate is summarized in the following table:
Years Ended December 31,
20232022
U.S. statutory tax rate21.0 %21.0 %
State and local income taxes, net of federal benefit3.2 3.3 
Non-deductible executive compensation1.9 3.0 
Excess tax benefits related to the vesting and delivery of restricted stock units(1.2)(2.7)
Unrecognized tax benefit adjustments— (3.3)
Other0.4 0.4 
Effective income tax rate25.3 %21.7 %
2022 Compared with 2021
Revenue
(in thousands)Years Ended December 31,
20222021$ Change% Change
Investment advisory and administration fees
Open-end funds$288,577 $288,359 $218 0.1 %
Institutional accounts134,012 146,345 $(12,333)(8.4)%
Closed-end funds106,722 108,840 $(2,118)(1.9)%
Total529,311 543,544 $(14,233)(2.6)%
Distribution and service fees35,093 37,630 $(2,537)(6.7)%
Other2,502 2,658 $(156)(5.9)%
Total revenue$566,906 $583,832 $(16,926)(2.9)%
Investment advisory and administration fees decreased from the year ended December 31, 2021, primarily due to lower average assets under management in both institutional accounts and closed-end funds, as adjusted,well as lower performance fees from certain institutional accounts.
Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annual effective fee rate of 66.8 bps and 67.1 bps for the years ended December 31, 2022 and 2021, respectively.
Total investment advisory revenue from institutional accounts compared with average assets under management implied an annual effective fee rate of 36.8 bps and 37.6 bps for the years ended December 31, 2022 and 2021, respectively. The decrease in the implied annual effective fee rate was primarily due to lower performance fees of $636,000 for the year ended December 31, 2019 was 25.5%, compared with 25.3%2022 versus $5.6 million for the year ended December 31, 2018.2021. Excluding the performance fees, the implied annual effective fee rate would have been 36.7 bps and 36.2 bps for the years ended December 31, 2022 and 2021, respectively.
TheTotal investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annual effective taxfee rate as adjusted, excludedof 88.6 bps and 88.4 bps for the tax effects associated with non-GAAP adjustments as well as discrete tax itemsyears ended December 31, 2022 and 2021, respectively.
Distribution and service fees for both years.the year ended December 31, 2022 decreased primarily due to lower average assets under management in U.S. open-end funds.

33

Non-GAAP Expenses
(in thousands)Years Ended December 31,
20222021$ Change% Change
Employee compensation and benefits$208,831 $195,443 $13,388 6.9 %
Distribution and service fees82,928 75,891 $7,037 9.3 %
General and administrative54,826 48,034 $6,792 14.1 %
Depreciation and amortization4,383 4,092 $291 7.1 %
Total expenses$350,968 $323,460 $27,508 8.5 %
Employee compensation and benefits increased from the year ended December 31, 2021, primarily due to higher amortization of restricted stock units of $9.1 million and an increase in salaries of $6.0 million, partially offset by
lower incentive compensation of $2.3 million.
Distribution and service fee expenses increased from the year ended December 31, 2021, primarily due to costs of $14.2 million associated with the offering of RLTY in 2022, partially offset by a shift in the composition of assets under management into lower cost share classes.
General and administrative expenses increased from the year ended December 31, 2021, primarily due to higher information technology-related expenses of $2.4 million, an increase in travel and entertainment of $1.9 million and one month of incremental lease expense related to the Company's future headquarters at 1166 Avenue of the Americas of $1.1 million.
Operating margin for the year ended December 31, 2022 decreased to 38.1% from 44.6% for the year ended December 31, 2021. The year ended December 31, 2022 included costs associated with the initial public offering of RLTY.
Non-operating Income (Loss)
(in thousands)Year Ended December 31, 2022
Consolidated
Investment Vehicles		Corporate
Seed Investments		Corporate OtherTotal
Interest and dividend income—net$3,718 $1,355 $1,745 $6,818 
Gain (loss) from investments—net
(26,480)(2,345)3,719 (1)(25,106)
Foreign currency gain (loss)—net(3,765)(14)3,026 (2)(753)
Total non-operating income (loss)(26,527)(1,004)8,490 (19,041)
Net (income) loss attributable to noncontrolling interests21,556 — — 21,556 
Non-operating income (loss) attributable to the Company$(4,971)$(1,004)$8,490 $2,515 
_________________________
(1)Comprised primarily of gain (loss) on derivative contracts, which are utilized to economically hedge a portion of the market risk of the Company's seed investments included in both Consolidated Investment Vehicles and Corporate Seed Investments.
(2)Comprised primarily of net foreign currency exchange gain (loss) associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
(in thousands)Year Ended December 31, 2021
Consolidated
Investment Vehicles		Corporate
Seed Investments		Corporate OtherTotal
Interest and dividend income—net$2,166 $652 $59 $2,877 
Gain (loss) from investments—net
20,072 6,130 (7,418)(1)18,784 
Foreign currency gain (loss)—net331 (1)(419)(2)(89)
Total non-operating income (loss)22,569 6,781 (7,778)21,572 
Net (income) loss attributable to noncontrolling interests(14,758)— — (14,758)
Non-operating income (loss) attributable to the Company$7,811 $6,781 $(7,778)$6,814 
_________________________
(1)Comprised primarily of gain (loss) on derivative contracts, which are utilized to economically hedge a portion of the market risk of the Company's seed investments included in both Consolidated Investment Vehicles and Corporate Seed Investments.
(2)Comprised primarily of net foreign currency exchange gain (loss) associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
34

Income Taxes
Years Ended December 31,
20222021
U.S. statutory tax rate21.0 %21.0 %
State and local income taxes, net of federal benefit3.3 3.8 
Non-deductible executive compensation3.0 2.3 
Unrecognized tax benefit adjustments(3.3)(3.2)
Excess tax benefits related to the vesting and delivery of restricted stock units(2.7)(2.2)
Other0.4 (0.8)
Effective income tax rate21.7 %20.9 %
Reconciliations of U.S. GAAP to As Adjusted Financial Results
Management believes that use of these non-GAAPthe following as 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 believemanagement believes 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.
Effective January 1, 2023, the Company revised its methodology for as adjusted results to include interest and dividends from seed investments. Prior period amounts have not been recast to conform with the current period results as the impact was not significant.
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
Years Ended December 31,
(in thousands, except per share data)202020192018
Net income attributable to common stockholders, U.S. GAAP$76,584 $134,621 $113,896 
Seed investments (1)
1,443 (11,858)5,552 
Accelerated vesting of restricted stock units774 1,344 — 
Initial public offering costs (2)
60,559 — — 
Rights offering costs (3)
11,859 346 — 
Other non-recurring expenses (4)
500 — 871 
Foreign currency exchange (gains) losses—net (5)
871 1,909 (2,270)
Tax adjustments (6)
(27,299)(2,002)(4,200)
Net income attributable to common stockholders, as adjusted$125,291 $124,360 $113,849 
Diluted weighted average shares outstanding48,676 48,297 47,381 
Diluted earnings per share, U.S. GAAP$1.57 $2.79 $2.40 
Seed investments0.03 (0.25)0.12 
Accelerated vesting of restricted stock units0.02 0.02 — 
Initial public offering costs1.24 — — 
Rights offering costs0.24 0.01 — 
Other non-recurring expenses0.01 — 0.02 
Foreign currency exchange (gains) losses—net0.02 0.04 (0.05)
Tax adjustments(0.56)(0.04)(0.09)
Diluted earnings per share, as adjusted$2.57 $2.57 $2.40 
Years Ended December 31,
(in thousands, except per share data)202320222021
Net income attributable to common stockholders, U.S. GAAP$129,049 $171,042 $211,396 
Seed investments—net (1)
2,252 4,317 (5,870)
Accelerated vesting of restricted stock units1,318 10,260 7,197 
Lease transition and other costs - 280 Park Avenue (2)
9,721 776 — 
Closed-end fund offering costs (3)
— 15,239 — 
Foreign currency exchange (gains) losses—net (4)
2,371 (4,741)(475)
Tax adjustments—net (5)
(4,200)(14,642)(14,301)
Net income attributable to common stockholders, as adjusted$140,511 $182,251 $197,947 
Diluted weighted average shares outstanding49,553 49,297 49,090 
Diluted earnings per share, U.S. GAAP$2.60 $3.47 $4.31 
Seed investments—net (1)
0.05 0.09 (0.12)
Accelerated vesting of restricted stock units0.03 0.21 0.15 
Lease transition and other costs - 280 Park Avenue (2)
0.20 0.02 — 
Closed-end fund offering costs (3)
— 0.31 — 
Foreign currency exchange (gains) losses—net (4)
0.05 (0.10)(0.01)
Tax adjustments—net (5)
(0.09)(0.30)(0.30)
Diluted earnings per share, as adjusted$2.84 $3.70 $4.03 
_________________________
(1)Represents amountsadjustment to remove the impact of consolidated investment vehicles and other seed investments from the Company's financial results. In accordance with the Company’s revised methodology, interest and dividends from seed investments were not included in the adjustment for the year ended December 31, 2023.
(2)Represents adjustment to remove the impact of lease and other expenses related to the deconsolidationCompany's prior headquarters, for which the lease expired in January 2024. From a GAAP perspective, the Company recognized lease expense on both its prior and current headquarters as a result of seed investments in Company-sponsored funds as well as non-operating (income) loss from seed investments that were not consolidated.overlapping lease terms.
(2)    
35

(3)Represents costs associated with the initial public offering of PTA.RLTY. Costs are summarized in the following table:
Employee compensation and benefits$1,317 $— $— 
Distribution and service fees57,818 — — 
General and administrative1,424 — — 
Initial public offering costs$60,559 $— $— 
Years Ended December 31,
(in thousands)202320222021
Employee compensation and benefits$— $357 $— 
Distribution and service fees— 14,224 — 
General and administrative— 658 — 
Closed-end fund offering costs$— $15,239 $— 

(4)
(3)     Represents costs associated with the RQI rights offering which were recorded in general and administrative expense in 2020 and 2019.
(4)     Represents non-recurring expenses which were recorded in distribution and service fees in 2020 and expenses associated with the evaluation of a potential business transaction that the Company did not pursue which were recorded in general and administrative expense in 2018.
(5)    Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
(6)    (5)Tax adjustments are summarized in the following table:
Discrete tax items$(10,180)$(2,040)$(4,417)
Tax-effect of non-GAAP adjustments(17,119)38 217 
Total tax adjustments$(27,299)$(2,002)$(4,200)
Years Ended December 31,
(in thousands)202320222021
Exclusion of tax effects associated with items noted above$(3,085)$(3,522)$(2,262)
Exclusion of discrete tax items(1,115)(11,120)(12,039)
Total tax adjustments$(4,200)$(14,642)$(14,301)

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

Revenue, Expenses, Operating Income and Operating Margin
Years Ended December 31,
(in thousands, except percentages)202320222021
Revenue, U.S. GAAP$489,637 $566,906 $583,832 
Seed investments—net (1)
(466)790 411 
Revenue, as adjusted$489,171 $567,696 $584,243 
Expenses, U.S. GAAP$325,160 350,968 $323,460 
Seed investments (1)
(2,021)(838)(819)
Accelerated vesting of restricted stock units(1,318)(10,260)(7,197)
Lease transition and other costs - 280 Park Avenue (2)
(9,721)(776)— 
Closed-end fund offering costs (3)
— (15,239)— 
Expenses, as adjusted$312,100 $323,855 $315,444 
Operating income, U.S. GAAP$164,477 $215,938 $260,372 
Seed investments (1)
1,555 1,628 1,230 
Accelerated vesting of restricted stock units1,318 10,260 7,197 
Lease transition and other costs - 280 Park Avenue (2)
9,721 776 — 
Closed-end fund offering costs (3)
— 15,239 — 
Operating income, as adjusted$177,071 $243,841 $268,799 
Operating margin, U.S. GAAP33.6 %38.1 %44.6 %
Operating margin, as adjusted36.2 %43.0 %46.0 %
_________________________
(1)Represents adjustment to remove the impact of consolidated investment vehicles from the Company's financial results.
34(2)Represents adjustment to remove the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024. From a GAAP perspective, the Company recognized lease expense on both its prior and current headquarters as a result of overlapping lease terms.
(3)Represents costs associated with the offering of RLTY. Costs are summarized in the following table:
Years Ended December 31,
(in thousands)202320222021
Employee compensation and benefits$— $357 $— 
Distribution and service fees— 14,224 — 
General and administrative— 658 — 
Closed-end fund offering costs$— $15,239 $— 
36

Reconciliation of U.S. GAAP Operating Income and U.S. GAAP Operating Margin to Operating Income, As Adjusted and Operating Margin, As AdjustedFinancial Results
Years Ended December 31,
(in thousands, except percentages)202020192018
Revenue, U.S. GAAP$427,536 $410,830 $381,111 
Seed investments (1)
281 (438)(694)
Revenue, as adjusted$427,817 $410,392 $380,417 
Expenses, U.S. GAAP$332,479 $250,696 $234,073 
Seed investments (1)
(424)(1,323)(1,408)
Accelerated vesting of restricted stock units(774)(1,344)— 
Initial public offering costs (2)
(60,559)— — 
Rights offering costs (3)
(11,859)(346)— 
Other non-recurring expenses (4)
(500)— (871)
Expenses, as adjusted$258,363 $247,683 $231,794 
Operating income, U.S. GAAP$95,057 $160,134 $147,038 
Seed investments (1)
705 885 714 
Accelerated vesting of restricted stock units774 1,344 — 
Initial public offering costs (2)
60,559 — — 
Rights offering costs (3)
11,859 346 — 
Other non-recurring expenses (4)
500 — 871 
Operating income, as adjusted$169,454 $162,709 $148,623 
Operating margin, U.S. GAAP22.2 %39.0 %38.6 %
Operating margin, as adjusted39.6 %39.6 %39.1 %
Non-operating Income (Loss)
Years Ended December 31,
(in thousands)202320222021
Non-operating income (loss), U.S. GAAP$15,774 $(19,041)$21,572 
Seed investments—net (1)
(6,863)24,245 (21,858)
Foreign currency exchange (gains) losses—net (2)
2,371 (4,741)(475)
Non-operating income (loss), as adjusted$11,282 $463 $(761)
_________________________
(1)Represents amounts relatedadjustment to remove the deconsolidationimpact of consolidated investment vehicles and other seed investments in Company-sponsored funds.
(2)    Represents costs associatedfrom the Company's financial results. In accordance with the initial public offering of PTA. Costs are summarized in the following table:
Employee compensation and benefits$1,317 $— $— 
Distribution and service fees57,818 — — 
General and administrative1,424 — — 
Initial public offering costs$60,559 $— $— 

(3)     Represents costs associated with the RQI rights offering which were recorded in generalCompany’s revised methodology, interest and administrative expense in 2020 and 2019.
(4)     Represents non-recurring expenses which were recorded in distribution and service fees in 2020 and expenses associated with the evaluation of a potential business transaction that the Company did not pursue which were recorded in general and administrative expense in 2018.

Reconciliation of U.S. GAAP Non-operating Income (Loss) to Non-operating Income (Loss), As Adjusted
Years Ended December 31,
(in thousands)202020192018
Non-operating income (loss), U.S. GAAP$(1,670)$27,415 $(3,259)
Seed investments (1)
2,157 (25,106)9,212 
Foreign currency exchange (gains) losses—net (2)
871 1,909 (2,270)
Non-operating income (loss), as adjusted$1,358 $4,218 $3,683 
_________________________
(1)    Represents amounts related to the deconsolidation of seed investments in Company-sponsored funds as well as non-operating (income) lossdividends from seed investments that were not consolidated.included in the adjustment for the year ended December 31, 2023.
(2)Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

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Changes in Financial Condition, Liquidity and Capital Resources
Our principal objectives areWe seek to maintain a capital structurebalance sheet that supports our business strategies and to maintainprovides the appropriate amount of liquidity at all times. Furthermore, we currently expect cash flows from operations to be more than adequate to fund our present and reasonably foreseeable future commitments for investing and financing activities.
Net Liquid Assets
Our current financial condition is highly liquid and is primarily comprisingcomprised of cash and cash equivalents, U.S. Treasury securities, liquid seed investments and other current assets. Liquid assets are reduced by current liabilities which are generally defined as obligations due within one year (together, net liquid assets). The Company does not currently have any outstanding debt.
The table below summarizes net liquid assets:
(in thousands)December 31,
2020		December 31,
2019
Cash and cash equivalents$41,232 $101,352 
U.S. Treasury securities41,648 49,807 
Seed investments—net60,083 53,130 
Current assets70,208 59,927 
Current liabilities(93,870)(85,274)
Net liquid assets$119,301 $178,942 
(in thousands)December 31,
2023		December 31,
2022
Cash and cash equivalents$187,442 $247,418 
U.S. Treasury securities59,942 — 
Liquid seed investments—net71,375 67,987 
Other current assets73,360 70,716 
Current liabilities(106,603)(114,522)
Net liquid assets$285,516 $271,599 
Cash and cash equivalents
Cash and cash equivalents are on deposit with several highly ratedmajor national financial institutions and include short-term, highly-liquidhighly liquid investments, which are readily convertible into cash and have original maturities of three months or less. The decrease in cash and cash equivalents compared with 2019 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. Cash and cash equivalents reflected special cash dividends of $1.00 per share, or $47.8 million, and $2.00 per share, or $94.5 million, paid on December 3, 2020 and 2019, respectively.cash.
U.S. Treasury securities
U.S. Treasury securities, recorded at fair value, are directly issued by the U.S. government and were classified as held to maturity, with original maturities ranging from 6 to 24 months.trading investments.
SeedLiquid seed investments—net
SeedLiquid seed investments, are primarily comprised of investments in Company-sponsored funds that we do not consolidate, our
pro-rata share of the net assets of the funds that we do consolidate, and listed securities held for the purpose of establishing
performance track records. Seed investments are recorded at fair value, are generally traded in active markets on major
exchanges and can typically be liquidated within a normal settlement cycle. SeedLiquid seed investments include corporate securities held directly for the purpose of establishing performance track records and the Company's economic interest in consolidated investment vehicles which are presented net of redeemable noncontrolling interests.
CurrentOther current assets
CurrentOther current assets primarily represent investment advisory and administration fees receivable. At December 31, 2020,2023, receivables from institutional accounts comprised 55.6%47.7% of total accounts receivable,other current assets, while receivables from open-end and closed-end funds, together, comprised 44.0%45.5% of total accounts receivable.other current assets. We perform a review of our receivables on an ongoing basis in order to assess collectibilitycollectability and, based on our analysis at December 31, 2020,2023, there was no allowance for uncollectible accounts required.
Current liabilities
Current liabilities are generally defined as obligations due within one year, which includeincluded accrued compensation and benefits, distribution and service fees payable, operating lease payments,obligations due within 12-months, certain income taxes payable and other liabilities and accrued expenses.
Future liquidity needs
Our business has become more capital intensive. Potential uses of capital range from, among other things, funding the upfront costs associated with closed-end fund launches and rights offerings, seeding new strategies and vehicles, co-investing in private real estate vehicles and making various one-time investments to grow our firm infrastructure as our business scales. In order to provide us with the financial flexibility to pursue these opportunities, on January 20, 2023, we entered into a Credit Agreement providing for a $100.0 million senior unsecured revolving credit facility maturing on January 20, 2026.

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Borrowings under the Credit Agreement, if any, will be used for working capital and other general corporate purposes. To date, we have not drawn on the Credit Agreement.
We have committed to invest up to $50.0 million in Cohen & Steers Real Estate Opportunities Fund, L.P. (REOF) of which $28.3 million remains unfunded. In addition, we have committed to invest up to $125.0 million in Cohen & Steers Income Opportunities REIT, Inc. (CNSREIT) of which $124.8 million remained unfunded as of December 31, 2023. In January 2024, the Company funded an additional $23.6 million of its commitment to CNSREIT. There are contractual restrictions on redemption of our seed investments in REOF and CNSREIT.
Cash flows
Our cash flows generally result from the operating activities of our business, with investment advisory and administration fees being the most significant contributor.
The table below summarizes our cash flows:
Years Ended December 31,
(in thousands)202020192018
Cash Flow Data:
Net cash provided by (used in) operating activities$89,186 $141,445 $72,598 
Net cash provided by (used in) investing activities(1,770)35,949 (53,194)
Net cash provided by (used in) financing activities(148,895)(170,130)(118,110)
Net increase (decrease) in cash and cash equivalents(61,479)7,264 (98,706)
Effect of foreign exchange rate changes on cash and cash equivalents1,359 1,355 (2,013)
Cash and cash equivalents, beginning of the period101,352 92,733 193,452 
Cash and cash equivalents, end of the period$41,232 $101,352 $92,733 
We expect that cash flows provided by operating activities will continue to serve as our principal source of working capital in the near future.
Years Ended December 31,
(in thousands)202320222021
Cash Flow Data:
Net cash provided by (used in) operating activities$171,961 $61,680 $242,901 
Net cash provided by (used in) investing activities(114,776)(2,857)47,648 
Net cash provided by (used in) financing activities(119,052)8,975 (145,426)
Net increase (decrease) in cash and cash equivalents(61,867)67,798 145,123 
Effect of foreign exchange rate changes on cash and cash equivalents2,756 (4,440)(999)
Cash and cash equivalents, beginning of the period248,714 185,356 41,232 
Cash and cash equivalents, end of the period$189,603 $248,714 $185,356 
In 2020,2023, cash and cash equivalents, decreased by $61.5 million, excluding the effect of foreign exchange rate changes. The decrease in cash was primarily due to the payment of expenses of $60.6changes, decreased by $61.9 million associatedwhen compared 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, which included $71.0 million of investment purchases, partially offset by $71.7 million of proceeds from the sales and maturities of investments. Sales and maturities of investments included maturities of U.S. Treasury securities of $58.4 million. Purchases of investments included purchases of U.S. Treasury securities of $50.0 million. 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 1, 2020, repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $25.9 million, as well as distributions to redeemable noncontrolling interests of $6.0 million, partially offset by contributions from redeemable noncontrolling interests of $4.7 million.
In 2019, cash and cash equivalents increased by $7.3 million, excluding the effect of foreign exchange rate changes. Net cash provided by operating activities was $141.4 million.2022. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities was $172.0 million. Net cash used in investing activities was $35.9$114.8 million, which included $89.6 million of proceeds from the sales and maturities of investments, partially offset by $50.9 million of investment purchases. Sales and maturities of investments included maturities of U.S. Treasury securities of $33.3 million and sales of Company-sponsored funds of $37.3 million. Purchases of investments includednet purchases of U.S. Treasury securities held for corporate purposes of $32.9 million.$59.7 million and purchases of property and equipment of $57.0 million, primarily related to the build-out of our new corporate headquarters. Net cash used in financing activities was $170.1$119.1 million, including dividends paid to stockholders of $162.7$112.4 million which included a special dividend of $94.5 million paid on December 3, 2019,and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $10.4 million, as well as distributions to redeemable noncontrolling interests of $43.5$21.5 million, partially offset by net contributions from redeemable noncontrolling interests of $45.7$14.5 million.
In 2018,2022, cash and cash equivalents, decreased by $98.7 million, excluding the effect of foreign exchange rate changes. Net cash providedchanges, increased by operating activities was $72.6 million.$67.8 million when compared with 2021. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities was $61.7 million. Net cash used in investing activities was $53.2$2.9 million, which included $63.6purchases of property and equipment of $4.2 million, of investment purchases, including the seeding of five new track record accountspartially offset by net proceeds from sales and investmentmaturities of $49.5 million into U.S. Treasury securities partially offset by $13.8 millionheld for corporate purposes and securities held directly for the purpose of proceeds from the saleestablishing performance track records of investments.$1.0 million. Net cash used inprovided by financing activities was $118.1$9.0 million, including net contributions from noncontrolling interests of $142.1 million, partially offset by dividends paid to stockholders of $178.9$107.4 million which included a special dividend of $116.9 million paid on December 3, 2018,and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $10.6$26.8 million.
In 2021, cash and cash equivalents, excluding the effect of foreign exchange rate changes, increased by $145.1 million as well as distributionswhen compared with 2020. The year ended December 31, 2020 included costs associated with the offering of the Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund and the Cohen & Steers Quality Income Realty Fund, Inc. rights offering. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities was $242.9 million. Net cash provided by investing activities was $47.6 million, which included $41.7 million of proceeds from sales and maturities of U.S. Treasury securities held for corporate purposes and net proceeds from sales of securities held directly for the purpose of establishing performance track records of $8.1 million. Net cash used in financing activities was $145.4 million, including dividends paid to redeemable noncontrolling interestsstockholders of $10.9$147.6 million, partially offset by contributions from redeemable noncontrolling interestswhich included a special dividend of $81.6 million.$60.3 million paid on November 30, 2021, repurchases

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Net Capital Requirementsof 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 noncontrolling interests of $23.7 million.
We continually monitorContractual Obligations, Commitments and evaluateContingencies
The following table summarizes our contractual obligations at December 31, 2023:
(in thousands)20242025202620272028ThereafterTotal
Operating leases$11,872 $13,945 $14,640 $14,623 $14,436 $153,442 $222,958 
Purchase obligations (1)
7,825 6,178 3,269 341 26 — 17,639 
Other liability (2)
1,662 2,077 — — — — 3,739 
Total$21,359 $22,200 $17,909 $14,964 $14,462 $153,442 $244,336 
_________________________
(1)Represents contracts that are either noncancellable or cancellable with a penalty. Our obligations primarily reflect information technology equipment, software licenses and standard service contracts for market data.
(2)Consists of the adequacytransition tax liability based on the cumulative undistributed earnings and profits of our capital. foreign subsidiaries in connection with the enactment of the Tax Cuts and Jobs Act in 2017. See Note 15, Income Taxes, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing.
Investment Commitments
We have consistently maintained net capitalcommitted to invest up to $50.0 million in excessREOF. As of the regulatory requirements for Cohen & Steers Securities, LLC (CSS), our registered broker-dealer, as prescribed by the Securities and Exchange Commission (SEC). At December 31, 2020, CSS2023, we had net capitalfunded $21.7 million of approximately $4.3this commitment. In addition, we have committed to invest up to $125.0 million which exceeded its minimum regulatory capital requirement by approximately $4.1 million. The SEC’s Uniform Net Capital Rule 15c3-1 imposes certain requirements that may have the effectin CNSREIT. As of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital. During 2020, Cohen & Steers Capital Management, Inc. (CSCM), its parent, made a capital contribution of $2.0 million to CSS.
Cohen & Steers Asia Limited (CSAL) is subject to regulation by the Hong Kong Securities and Futures Commission. At December 31, 2020, CSAL2023, we had regulatory capital of approximately $5.0funded $0.2 million which exceeded its minimum regulatory capital requirement by approximately $4.6 million. During 2020, CSAL paid dividends in the amount of approximately $12.9 million to its parent, CSCM.
Cohen & Steers UK Limited (CSUK) is subject to regulation by the United Kingdom Financial Conduct Authority. At December 31, 2020, CSUK had regulatory capital of approximately $28.9 million, which exceeded its minimum regulatory capital requirement by approximately $23.6 million. During 2020, CSUK paid a dividend in the amount of approximately $14.8 million to its parent, Cohen & Steers, Inc. (CNS).
Cohen & Steers Ireland Limited (CSIL) is subject to regulation by the Central Bank of Ireland. At December 31, 2020, CSIL had regulatory capital of approximately $2.9 million, which exceeded its minimum regulatory capital requirement by approximately $2.6 million. During 2020, CNS, its parent, made a capital contribution of $2.9 million to CSIL.
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 approximately $630,000. At December 31, 2020, CSJL had stated capital in excess of this requirement.
We believe thatcommitment. In January 2024, the Company funded an additional $23.6 million of its commitment to CNSREIT. The timing for funding the remaining portion of our cash and cash equivalents and cash flows from operations will be more than adequate to meet our anticipated capital requirements and other obligations as they become due.commitments is uncertain.
Dividends
    Subject to the approval of our Boardboard of Directors,directors, we anticipate paying dividends. When determining whether to pay a dividend, we take into account general economic and business conditions, our strategic plans, our results of operations and financial condition, cash flows and liquidity, 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 25, 2021, the Company22, 2024, we declared a quarterly dividend on itsour common stock in the amount of $0.45 $0.59 per share. This dividend will be payable on March 18, 202114, 2024 to stockholders of record at the close of business on March 8, 2021.
Investment Commitments
We have committed to co-invest up to $5.1 million alongside Cohen & Steers Global Realty Partners III-TE, L.P. (GRP-TE). At December 31, 2020, we have funded approximately $3.8 million of this commitment. Our co-investment alongside GRP-TE is illiquid and is anticipated 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 on the timing of drawdowns by the underlying funds in which GRP-TE invests. The unfunded portion of this commitment is not recorded on our consolidated statements of financial condition.

4, 2024.




38

Contractual Obligations and Contingencies
The following table summarizes our contractual obligations at December 31, 2020:
(in thousands)202120222023202420252026
and after		Total
Operating leases$12,173 $11,875 $11,428 $966 $— $— $36,442 
Purchase obligations2,405 1,845 1,026 699 677 339 6,991 
Other liability665 665 1,246 1,662 2,077 — 6,315 
Total$15,243 $14,385 $13,700 $3,327 $2,754 $339 $49,748 
Operating Leases
Operating leases generally consist of noncancellable long-term leases for office space and certain information technology equipment.
Purchase Obligations
Purchase obligations represent executory contracts, which are either noncancellable or cancellable with a penalty. The Company’s obligations primarily reflected standard service contracts for market data.
Other Liability
Other liability consists of the transition tax liability based on the cumulative undistributed earnings and profits of our foreign subsidiaries in connection with the enactment of the Tax Act in 2017. This tax liability, paid over eight years on an interest-free basis, is included as part of income tax payable on our consolidated statement of financial condition.
Contingencies
Due to the uncertainty with respect to the timing of future cash flows associated with unrecognized tax benefits at December 31, 2020,2023, the Company is unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $13.6$2.5 million of gross unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 1415, Income Taxes, in the notes 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.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have, orminimum net capital requirements by the local laws and regulations to which they are reasonably likelysubject. As of December 31, 2023, each of our subsidiaries subject to have, a material current or future effect on ourminimum net capital requirement satisfied the applicable requirement. See Note 12, Regulatory Requirements, in the notes to the consolidated financial condition, results of operations, liquidity or capital resources.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 due to factors we cannot fully predict including the extent of the impact on the Company's business from the ongoing COVID-19 pandemic.estimates.
40

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 ordetermined.
Valuation of Investments
There is no established market for private real estate investments, and there may not be any comparable public market valuations. As a result, the estimates determined.
Consolidationvaluation of Company-sponsored Funds
The Company evaluates its investments in Company-sponsored funds at inceptiona private real estate investment may be based on imperfect information and thereafter, if there is a reconsideration event, in ordersubject 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

39

this analysis, we consider the legal structure of the entity, management fees earned by the Companyinherent uncertainties, and the nature of the ownership interestresulting values may differ from values that would have been determined had a ready market existed for such investments, from values placed on such investments by other investors and rights of interest holdersfrom prices at which such investments may ultimately be sold.
We have retained an independent valuation services firm to assist in the entity, including the Company. If we determine that the entity is a VIE, we must then assess whether the Company absorbs a majoritydetermination 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. The Company consolidates 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 interests on the consolidated statements of financial condition and net (income) loss attributable to redeemable noncontrolling interests on the consolidated statements of operations.
Investments
Our investments are classified as equity investments at fair value, trading investments, held-to-maturity investments or equity method investments at the time of purchase and re-evaluated on an ongoing basis and at the date of each consolidated statement of financial condition. Investments classified as equity investments at fair value represent equity securities held within the consolidated Company-sponsored funds, individual equity securities held directly for the purposes of establishing performance track records and seed investments in Company-sponsored open-end funds where the Company has neither control nor the ability to exercise significant influence. Investments classified as trading investments represent debt securities held within the consolidated Company-sponsored funds and individual debt securities held directly for the purposes of establishing performance track records. Held-to-maturity investments represent corporate investments in U.S. Treasury securities recorded at amortized cost. Equity method investments represent seed investments in Company-sponsored funds in which the Company owns between 20-50% of the outstanding voting interests or when it is determined that the Company is able to exercise significant influence but not control over the investments.
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 directly in earnings. 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 pricesof certain of our private real estate investments. Each real property investment is valued no less than quarterly in accordance with the applicable governing documents. Limited partnerships that hold real property investments are valued using the valuation methodology we deem most appropriate and consistent with industry best practices and market conditions. We expect the primary methodology used to value real property investments will be the income approach, whereby value is derived by determining the present value of an asset’s expected stream of future cash flows (for example, discounted cash flow analysis). Consistent with industry practices, the income approach incorporates actual contractual lease income, professional judgments regarding comparable rental and operating expense data, the capitalization or discount rate and projections of future rent and expenses based on appropriate market evidence, and other subjective factors. Other methodologies that may also be used to value a real property investment include, among other approaches, sales comparisons and cost approaches. We will monitor the real property investments for identical instruments in active markets.
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in marketsmaterial events 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.we believe may be expected to have a material impact on the most recent estimated fair values of such real property investments.
Income Taxes
We operate globally through our subsidiaries and therefore must allocate our income, expenses, and earnings taking into account various laws and regulations. Our tax provision represents an estimate of the total liability that we have incurred as a result of our global operations. Each year we file tax returns 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 uncertainties in the application of complex tax laws and regulations in several jurisdictions across our global operations. In accordance with Accounting Standards Codification Topic 740, Income

40

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 differ 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.

41

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,
securities markets and other general economic fluctuations,conditions including inflation, which may have an adverse impact on the value of our investments. While markets have recovered since the first quarter of 2020, the impactassets under management and ongoing uncertainty related to the COVID-19 pandemic continued into the end of 2020.
Seed Investments—net
Our seed investments are primarily comprised of investments in Company-sponsored funds that we do not consolidate, our pro-rata share of the net assets of the funds that we do consolidate, and listed securities held for the purpose of establishing performance track records. Seed investments are recorded at fair value, are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle.
Our seed investments are subject to price risk. We may mitigate this by entering into derivative contracts to economically hedge a portion of our risk. The following table summarizes the effect that a ten percent increase or decrease in prices would have on the carrying value of our seed investments, which are presented net of redeemable noncontrolling interests, as of December 31, 2020 (in thousands):
Carrying ValueNotional Value - HedgesNet Carrying ValueNet Carrying Value Assuming a 10% increaseNet Carrying Value Assuming a 10% decrease
Seed investments—net$60,083 $(27,286)$32,797 $36,077 $29,517 

Ainvestments. The majority of our revenue—92.4%, 92.1% and 91.8% for the years ended December 31, 2020, 2019 and 2018, respectively—wasrevenue is derived from investment advisory and administration agreements with our clients. Under these agreements, the investment advisory and administration fee we receive isfees which are based on the market value of theaverage assets we manage.under management. Accordingly, a declinewhere there are changes in the prices of securities generally, and real estate securities in particular, attributable to market conditions including inflation, interest rate changes and a general economic downturn, may cause our revenue and income to decline by causing the value of the assets we manage to decrease, which wouldas a result in lower investment advisoryof market fluctuations, our revenue and administration fees; or by causingthe value of our clients to withdraw funds in favor ofseed investments that they perceive as offering greater opportunity or lower risk or cost, which would also result in lower investment advisory and administration fees.may change.
The economic environment may also preclude us from increasing the assets we manage in closed-end funds. The market conditions for these offerings may not be as favorable in the future, which could adversely impact our ability to grow the assets we manage and realize higher fee revenue associated with such growth.manage. 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.
AsCorporate Seed investments—net
Our seed investments are comprised of both liquid and illiquid holdings. Liquid seed investments are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Illiquid seed investments are generally comprised of limited partnership interests in private real estate vehicles for which there may be contractual restrictions on redemption.
Our seed investments are subject to market risk. We may mitigate this risk by entering into derivative contracts designed to hedge certain portions of our risk. The following table summarizes the effect of a ten percent increase or decrease on the carrying value of our seed investments, which are presented net of noncontrolling interests, if any, as of December 31, 2020, 60.1% and 29.0% of the assets we managed were concentrated in real estate and preferred securities, respectively. A change in interest rates or prolonged economic downturn could have a negative impact on the valuation of real estate and preferred securities in our clients’ portfolios, reduce our revenue, and impact our ability to increase assets in our open-end funds or offer new funds.2023 (in thousands):
Carrying ValueNotional Value - HedgesNet Carrying ValueNet Carrying Value Assuming a 10% increaseNet Carrying Value Assuming a 10% decrease
Liquid seed investments—net$71,375 $(37,933)$33,442 $36,786 $30,098 
Illiquid seed investments—net$16,749 $— $16,749 $18,424 $15,074 

42

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 Acting 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.
Our management, including our Acting 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, 2020. Based on that evaluation and subject to the foregoing, our Acting Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures as of December 31, 2020 were effective to accomplish their objectives at a reasonable assurance level.Reporting
There has been no change in our internal control over financial reporting that occurred during the three months ended December 31, 20202023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal control over financial reporting related to the COVID-19 pandemic.
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 locatedbegins 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.During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.

43

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 our Code of Business Conduct and Ethics and committees of our Boardboard of Directorsdirectors under the headings “Corporate Governance” and “Board Meetings and Committees” 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.herein to the extent required by this Item 11.
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.

44

PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)1Financial Statements
Included herein at pages F-1 through F-32.F-30.
 2Financial 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.

45


Exhibit
Number		Description
3.1—
3.2—
4.1—
4.2—
4.3—
10.1—
10.2—
10.3—
10.4—
10.5—
10.6—
10.7—
10.8—
10.9—
10.10—
Letter Agreement between the Company and Matthew S. Stadler (filed herewith)*
21.1—
Subsidiaries of the Company (filed herewith)
23.1—
Consent of Deloitte & Touche LLP (filed herewith)
24.1—
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)
97.1—
Cohen & Steers, Inc. Incentive Compensation Recoupment Policy (filed herewith)
101—The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 20202023 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Noncontrolling Interests, (v) the Consolidated Statements of Cash Flows, 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, 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)(3)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
(6)(4)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
(7)(5)Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 9, 2022.
(6)Incorporated by reference to the Company’s Annual Report on Form 10-K for the May 10,year ended December 31, 2017.
(7)Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2019.
(8)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.2021.
(9)Incorporated by reference to the Company's AnnualCompany’s Quarterly Report on Form 10-K10-Q for the yearquarter ended December 31, 2019.September 30, 2022.
(10)Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 23, 2023.
* Denotes management contract or compensatory plan.

46

Item 16. Form 10-K Summary
None.

47

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/    JOSEPHs/ Joseph M. HARVEY        Harvey
 JOSEPHJoseph M. HARVEYHarvey
President, Director and Acting Chief Executive Officer, President and Director
                            February 26, 202123, 2024
Each of the officers and directors of Cohen & Steers, Inc. whose signature appears below, in so signing, also makes, constitutes and appoints Joseph M. Harvey, 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
/s/ Martin CohenS/ MARTIN COHEN
Martin CohenChairman and DirectorFebruary 26, 202123, 2024
/s/ Robert H. Steers
Robert H. SteersExecutive Chairman and DirectorFebruary 23, 2024
/S/ JOSEPHs/ Joseph M. HHarveyARVEY
Joseph M. HarveyPresident, Director and Acting Chief Executive Officer, President and Director (Principal Executive Officer)February 26, 202123, 2024
/S/ PETER L. RHEIN
Peter L. Rhein/s/ Matthew S. StadlerDirectorFebruary 26, 2021
/S/ RICHARD P. SIMON
Richard P. SimonDirectorFebruary 26, 2021
/S/ EDMOND D. VILLANI
Edmond D. VillaniDirectorFebruary 26, 2021
/s/ FRANK CONNOR
Frank ConnorDirectorFebruary 26, 2021
/s/ REENA AGGARWAL
Reena AggarwalDirectorFebruary 26, 2021
/s/ DASHA SMITH
Dasha SmithDirectorFebruary 26, 2021
/S/ MATTHEW S. STADLER
Matthew S. StadlerChief Financial Officer (Principal Financial Officer)February 26, 202123, 2024
/s/ Elena DulikS/ ELENA DULIK
Elena DulikChief Accounting Officer (Principal Accounting Officer)February 26, 202123, 2024
/s/ Reena Aggarwal
Reena AggarwalDirectorFebruary 23, 2024
/s/ Frank T. Connor
Frank T. ConnorDirectorFebruary 23, 2024
/s/ Peter L. Rhein
Peter L. RheinDirectorFebruary 23, 2024
/s/ Richard P. Simon
Richard P. SimonDirectorFebruary 23, 2024
/s/ Dasha Smith
Dasha SmithDirectorFebruary 23, 2024
/s/ Edmond D. Villani
Edmond D. VillaniDirectorFebruary 23, 2024


48


TABLE OF CONTENTS
FINANCIAL STATEMENTS

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

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, 2020.2023. 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, 2020,2023, 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 26, 202123, 2024

F-2


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Cohen & Steers, Inc.
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, 20202023 and 2019,2022, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and redeemable noncontrolling interests, and cash flows for each of the three years in the period ended December 31, 20202023 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, 2020,2023, 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, 20202023 and 2019,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020,2023, 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, 2020,2023, based on 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 audits 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 misstatement 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 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


Because of its 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 mattermatters 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 TaxesFair Value - Level 3 Investments - Refer to Note 14Notes 4 and 5 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, 2020, the Company had $13.6 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 resultCertain of the evaluation of new information not previously available. Because of the complexity of someCompany’s consolidated funds have Level 3 investments that are reported at fair value. The fair value of these uncertainties,investments is determined based on unobservable pricing assumptions (or "inputs"). These investments have limited observable market activity and 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 expenseinputs used in the period in which new information becomes available.determination of fair value require significant management judgment or estimation.
We identified the evaluationvaluation of the Company’s unrecognized tax benefitsthese investments as a critical audit matter because of the calculationunobservable pricing inputs used to estimate their value, and changes in the value of these tax liabilities involves dealing with uncertainties ininvestments directly impacts the applicationamount 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 whereunrealized gain/loss the Company operates, coupled with uncertainty associated with interpretationsrecognizes for the period. Performing audit procedures to evaluate the appropriateness 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 thatthese inputs used in determining 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 benefitsfair value 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.

specialists who possess significant valuation expertise.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluationunobservable pricing inputs used by management to estimate the fair values of unrecognized income tax benefitsthese investments included the following, among others:
•We tested the design, implementation, and operating effectiveness of controls that addressover the risksdetermination of material misstatement relatingthe inputs used to uncertain tax positions.value these investments.
•We, withWith the supportassistance of our income taxfair value specialists, we evaluated management’s valuation inputs, including their determination of the recognition, measurement and accuracy of unrecognized income tax benefits.unobservable pricing inputs used to determine fair value. Our procedures included but were not limited to:
–On a sample basis, inspectedTesting the Company’s analysis of uncertain income tax positions and examined the reasonablenessunderlying source information of the assumptions, as well as developing a range of independent estimates and calculationscomparing those to the Companyinputs used to develop the related unrecognized income tax benefit amounts by position and jurisdiction.management.
–On a sample basis, testedEvaluating the roll forwardimpact of unrecognized tax benefits fromcurrent market events and conditions, as well as relevant comparable transactions, on the prior year.valuation techniques and assumptions used by management (e.g., sector and geographic location performance, occupancy rates and other market fundamentals, and interest rate environment).
–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 26, 202123, 2024
We have served as the Company’s auditor since 2003.
F-5F-4


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

December 31, 2020December 31, 2019
ASSETS
December 31, 2023December 31, 2023December 31, 2022
Assets:
Cash and cash equivalentsCash and cash equivalents$41,232 $101,352 
Investments ($80,743 and $82,829) (1)
154,978 155,213 
Cash and cash equivalents
Cash and cash equivalents
Investments ($159,931 and $134,929) (1)
Accounts receivableAccounts receivable69,680 59,101 
Due from brokers ($223 and $1,743) (1)
5,125 1,743 
Due from brokers ($13 and $38) (1)
Property and equipment—netProperty and equipment—net10,341 12,486 
Operating lease right-of-use assets31,203 38,440 
Property and equipment—net
Property and equipment—net
Operating lease right-of-use assets—net
Goodwill and intangible assets—netGoodwill and intangible assets—net20,495 19,560 
Deferred income tax asset—net6,995 7,091 
Other assets ($637 and $1,041) (1)
8,404 7,433 
Other assets ($644 and $576) (1)
Other assets ($644 and $576) (1)
Other assets ($644 and $576) (1)
Total assetsTotal assets$348,453 $402,419 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:Liabilities:
Accrued compensation$52,056 $48,105 
Liabilities:
Liabilities:
Accrued compensation and benefits
Accrued compensation and benefits
Accrued compensation and benefits
Distribution and service fees payableDistribution and service fees payable7,748 7,318 
Operating lease liabilitiesOperating lease liabilities34,926 43,349 
Income tax payableIncome tax payable12,672 22,194 
Due to brokers ($128 and $366) (1)
501 366 
Other liabilities and accrued expenses ($326 and $784) (1)
15,646 13,972 
Due to brokers ($119 and $11) (1)
Other liabilities and accrued expenses ($449 and $664) (1)
Total liabilitiesTotal liabilities123,549 135,304 
Commitments and contingencies (See Note 13)00
Commitments and contingencies (See Note 14)Commitments and contingencies (See Note 14)
Redeemable noncontrolling interestsRedeemable noncontrolling interests50,665 53,412 
Stockholders’ equity:Stockholders’ equity:
Common stock, $0.01 par value; 500,000,000 shares authorized; 53,462,621 and 52,580,246 shares issued at December 31, 2020 and 2019, respectively535 527 
Common stock, $0.01 par value; 500,000,000 shares authorized; 55,788,720 and 55,051,975 shares issued at December 31, 2023 and 2022, respectively
Common stock, $0.01 par value; 500,000,000 shares authorized; 55,788,720 and 55,051,975 shares issued at December 31, 2023 and 2022, respectively
Common stock, $0.01 par value; 500,000,000 shares authorized; 55,788,720 and 55,051,975 shares issued at December 31, 2023 and 2022, respectively
Additional paid-in capitalAdditional paid-in capital670,142 636,788 
Accumulated deficitAccumulated deficit(291,542)(242,461)
Accumulated other comprehensive income (loss), net of tax(4,134)(6,326)
Less: Treasury stock, at cost, 5,674,510 and 5,329,820 shares at December 31, 2020 and 2019, respectively(200,762)(174,825)
Accumulated other comprehensive loss
Treasury stock, at cost, 6,633,273 and 6,329,178 shares at December 31, 2023 and 2022, respectively
Total stockholders’ equity attributable to Cohen & Steers, Inc.
Nonredeemable noncontrolling interests
Total stockholders’ equityTotal stockholders’ equity174,239 213,703 
Total liabilities and stockholders’ equity$348,453 $402,419 
Total liabilities, redeemable noncontrolling interests and stockholders’ equity
_________________________
(1)    Asset and liability amountsAmounts in parentheses represent the aggregatedaggregate balances at December 31, 20202023 and 20192022 attributable to variable interest entities consolidated by the Company. Refer to Note 4, Investmentsfor further discussion.



See notes to consolidated financial statements
F-6F-5


COHEN & STEERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Years Ended December 31,
 202320222021
Revenue:
Investment advisory and administration fees$459,411 $529,311 $543,544 
Distribution and service fees28,200 35,093 37,630 
Other2,026 2,502 2,658 
Total revenue489,637 566,906 583,832 
Expenses:
Employee compensation and benefits200,181 208,831 195,443 
Distribution and service fees54,170 82,928 75,891 
General and administrative66,704 54,826 48,034 
Depreciation and amortization4,105 4,383 4,092 
Total expenses325,160 350,968 323,460 
Operating income164,477 215,938 260,372 
Non-operating income (loss):
Interest and dividend income—net14,618 6,818 2,877 
Gain (loss) from investments—net4,291 (25,106)18,784 
Foreign currency gain (loss)—net(3,135)(753)(89)
Total non-operating income (loss)15,774 (19,041)21,572 
Income before provision for income taxes180,251 196,897 281,944 
Provision for income taxes43,642 47,411 55,790 
Net income136,609 149,486 226,154 
Net (income) loss attributable to noncontrolling interests(7,560)21,556 (14,758)
Net income attributable to common stockholders$129,049 $171,042 $211,396 
Earnings per share attributable to common stockholders:
Basic$2.62 $3.51 $4.38 
Diluted$2.60 $3.47 $4.31 
Weighted average shares outstanding:
Basic49,308 48,781 48,316 
Diluted49,553 49,297 49,090 

Years Ended December 31,
 20202019
2018 (1)
Revenue:
Investment advisory and administration fees$395,037 $378,578 $349,870 
Distribution and service fees30,134 30,048 29,090 
Other2,365 2,204 2,151 
Total revenue427,536 410,830 381,111 
Expenses:
Employee compensation and benefits156,457 143,431 131,292 
Distribution and service fees115,084 55,237 50,043 
General and administrative56,286 47,632 48,265 
Depreciation and amortization4,652 4,396 4,473 
Total expenses332,479 250,696 234,073 
Operating income (loss)95,057 160,134 147,038 
Non-operating income (loss):
Interest and dividend income—net3,362 6,716 10,426 
Gain (loss) from investments—net(4,116)21,673 (14,264)
Foreign currency gain (loss)—net(916)(974)579 
Total non-operating income (loss)(1,670)27,415 (3,259)
Income before provision for income taxes93,387 187,549 143,779 
Provision for income taxes18,222 40,565 34,257 
Net income75,165 146,984 109,522 
Less: Net (income) loss attributable to redeemable noncontrolling interests1,419 (12,363)4,374 
Net income attributable to common stockholders$76,584 $134,621 $113,896 
Earnings per share attributable to common stockholders:
Basic$1.60 $2.85 $2.43 
Diluted$1.57 $2.79 $2.40 
Weighted average shares outstanding:
Basic47,800 47,273 46,794 
Diluted48,676 48,297 47,381 
_________________________
(1)    Revenue amounts related to model-based portfolios were reclassified from other (previously reported as portfolio consulting and other) to investment advisory and administration fees.
See notes to consolidated financial statements
F-7F-6


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

Years Ended December 31,
202020192018
Years Ended December 31,Years Ended December 31,
2023202320222021
Net incomeNet income$75,165 $146,984 $109,522 
Less: Net (income) loss attributable to redeemable noncontrolling interests1,419 (12,363)4,374 
Net (income) loss attributable to noncontrolling interests
Net income attributable to common stockholdersNet income attributable to common stockholders76,584 134,621 113,896 
Other comprehensive income (loss), net of tax:
Other comprehensive income (loss):
Foreign currency translation gain (loss)
Foreign currency translation gain (loss)
Foreign currency translation gain (loss)Foreign currency translation gain (loss)2,192 997 (2,557)
Total comprehensive income attributable to common stockholdersTotal comprehensive income attributable to common stockholders$78,776 $135,618 $111,339 






























See notes to consolidated financial statements
F-8F-7


COHEN & STEERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND
REDEEMABLE NONCONTROLLING INTERESTS
(in thousands)
Common
Stock		Additional
Paid-In
Capital		Accumulated DeficitAccumulated Other
Comprehensive
Income (Loss), Net of Tax		Treasury
Stock		Total
Stockholders’
Equity		Redeemable
Noncontrolling
Interests		Shares of Common Stock, Net
January 1, 2018$511 $570,486 $(137,972)$(3,671)$(153,818)$275,536 $47,795 46,315 
Cumulative-effect adjustment, net of tax, due to the adoption of the new financial instruments accounting standard— — 1,095 (1,095)— — — — 
Dividends ($3.82 per share)— — (185,423)— — (185,423)— — 
Issuance of common stock7 696 — — 0 703 — 714 
Repurchase of common stock— — — — (10,599)(10,599)— (261)
Issuance of restricted stock units—net— 7,170 — — — 7,170 — — 
Amortization of restricted stock units— 23,984 — — — 23,984 — — 
Forfeitures of restricted stock units— (64)— — — (64)— — 
Net income (loss)— — 113,896 — — 113,896 (4,374)— 
Other comprehensive income (loss), net of tax— — — (2,557)— (2,557)— — 
Net contributions (distributions) attributable to redeemable noncontrolling interests— — — — — — 70,771 — 
December 31, 2018$518 $602,272 $(208,404)$(7,323)$(164,417)$222,646 $114,192 46,768 
Dividends ($3.44 per share)0 0 (168,678)0 0 (168,678)— — 
Issuance of common stock9 861 0 0 0 870 0 762 
Repurchase of common stock0 0 0 0 (10,408)(10,408)0 (280)
Issuance of restricted stock units—net0 7,039 0 0 0 7,039 0 — 
Amortization of restricted stock units0 26,883 0 0 0 26,883 0 — 
Forfeitures of restricted stock units0 (267)0 0 0 (267)0 — 
Net income (loss)— 0 134,621 0 0 134,621 12,363 — 
Other comprehensive income (loss), net of tax0 0 0 997 0 997 0 — 
Net contributions (distributions) attributable to redeemable noncontrolling interests0 0 0 0 0 0 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)0 0 (125,665)0 0 (125,665)— — 
Issuance of common stock8 1,002 0 0 0 1,010 0 883 
Repurchase of common stock0 0 0 0 (25,937)(25,937)0 (345)
Issuance of restricted stock units—net0 3,865 0 0 0 3,865 0 — 
Amortization of restricted stock units0 28,740 0 0 0 28,740 0 — 
Forfeitures of restricted stock units0 (253)0 0 0 (253)0 — 
Net income (loss)0 0 76,584 0 0 76,584 (1,419)— 
Other comprehensive income (loss), net of tax0 0 0 2,192 0 2,192 0 — 
Net contributions (distributions) attributable to redeemable noncontrolling interests0 0 0 0 0 0 (1,328)— 
December 31, 2020$535 $670,142 $(291,542)$(4,134)$(200,762)$174,239 $50,665 47,788 
Common
Stock		Additional
Paid-In
Capital		Accumulated DeficitAccumulated Other
Comprehensive
Income (Loss)		Treasury
Stock		Nonredeemable
Noncontrolling
Interests		Total
Stockholders’
Equity		Redeemable
Noncontrolling
Interests		Shares of Common Stock, Net
January 1, 2021$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—net— 38,146 — — — — 38,146 — — 
Net income (loss)— — 211,396 — — — 211,396 14,758 — 
Other comprehensive income (loss)— — — (1,752)— — (1,752)— — 
Net contributions (distributions) attributable to noncontrolling interests— — — — — — — 23,720 — 
December 31, 2021$543 $715,847 $(231,967)$(5,886)$(223,354)$— $255,183 $89,143 48,270 
Dividends ($2.20 per share)— — (110,492)— — — (110,492)— — 
Issuance of common stock8 1,219 — — — — 1,227 — 785 
Repurchase of common stock— — — — (26,815)— (26,815)— (332)
Issuance of restricted stock units—net— 5,803 — — — — 5,803 — — 
Amortization of restricted stock units—net— 46,504 — — — — 46,504 — — 
Net income (loss)— — 171,042 — — (765)170,277 (20,791)— 
Other comprehensive income (loss)— — — (4,898)— — (4,898)— — 
Net contributions (distributions) attributable to noncontrolling interests— — — — — 4,819 4,819 137,280 — 
Net consolidation (deconsolidation) of Company-sponsored funds— — — — — — — (120,297)— 
December 31, 2022$551 $769,373 $(171,417)$(10,784)$(250,169)$4,054 $341,608 $85,335 48,723 
Dividends ($2.28 per share)— — (115,818)— — — (115,818)— — 
Issuance of common stock7 1,244 — — — — 1,251 — 736 
Repurchase of common stock— — — — (21,536)— (21,536)— (304)
Issuance of restricted stock units—net— 4,495 — — — — 4,495 — — 
Amortization of restricted stock units—net— 43,157 — — — — 43,157 — — 
Net income (loss)— — 129,049 — — (884)128,165 8,444 — 
Other comprehensive income (loss)— — — 3,076 — — 3,076 — — 
Net contributions (distributions) attributable to noncontrolling interests— — — — — 1,786 1,786 12,684 — 
December 31, 2023$558 $818,269 $(158,186)$(7,708)$(271,705)$4,956 $386,184 $106,463 49,155 
See notes to consolidated financial statements
F-9F-8


COHEN & STEERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Years Ended December 31,
 202320222021
Cash flows from operating activities:
Net income$136,609 $149,486 $226,154 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation expense—net44,468 49,352 40,464 
Depreciation and amortization5,142 5,667 5,721 
Amortization of right-of-use assets14,496 11,798 10,343 
Amortization (accretion) of premium (discount) on U.S. Treasury securities(1,954)(115)(31)
(Gain) loss from investments—net(4,291)25,106 (18,784)
Deferred income taxes537 (1,199)104 
Foreign currency (gain) loss(787)1,587 1,974 
Changes in operating assets and liabilities:
Accounts receivable(1,426)15,827 (16,384)
Due from brokers(2,605)(1,632)1,539 
Investments within consolidated investment vehicles(19,260)(170,372)(27,525)
Other assets(7,268)1,712 2,894 
Accrued compensation and benefits(11,382)(1,403)22,783 
Distribution and service fees payable1,723 (1,762)2,435 
Operating lease liabilities19,199 (11,935)(11,550)
Due to brokers109 3,046 450 
Income tax payable(2,743)(15,036)9,991 
Other liabilities and accrued expenses1,394 1,553 (7,677)
Net cash provided by (used in) operating activities171,961 61,680 242,901 
Cash flows from investing activities:
Purchases of investments(169,402)(145,345)(54,043)
Proceeds from sales and maturities of investments111,612 146,711 104,386 
Purchases of property and equipment(56,986)(4,223)(2,695)
Net cash provided by (used in) investing activities(114,776)(2,857)47,648 
Cash flows from financing activities:
Issuance of common stock—net1,063 1,043 1,001 
Repurchase of common stock(21,536)(26,815)(22,592)
Dividends to stockholders(112,446)(107,352)(147,555)
Net contributions (distributions) from noncontrolling interests14,470 142,099 23,720 
Other(603)— — 
Net cash provided by (used in) financing activities(119,052)8,975 (145,426)
Net increase (decrease) in cash and cash equivalents(61,867)67,798 145,123 
Effect of foreign exchange rate changes on cash and cash equivalents2,756 (4,440)(999)
Cash and cash equivalents, beginning of the year248,714 185,356 41,232 
Cash and cash equivalents, end of the year$189,603 $248,714 $185,356 
 Years Ended December 31,
 20202019
2018 (1)
Cash flows from operating activities:
Net income$75,165 $146,984 $109,522 
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Stock-based compensation expense—net29,337 27,811 24,626 
Amortization of deferred commissions1,701 1,079 1,559 
Depreciation and amortization4,652 4,396 4,473 
Amortization of right-of-use assets10,128 10,048 9,364 
Amortization (accretion) of premium (discount) on held-to-maturity investments(208)(493)(246)
(Gain) loss from investments—net4,116 (21,673)14,264 
Deferred income taxes107 96 (1,373)
Foreign currency (gain) loss(1,269)9 211 
Changes in operating assets and liabilities:
Accounts receivable(9,310)(8,729)3,262 
Due from brokers(3,382)989 (7,811)
Deferred commissions(1,474)(1,628)(982)
Investments(3,605)(13,997)(81,182)
Other assets(771)(120)(2,689)
Accrued compensation3,951 4,420 2,341 
Distribution and service fees payable430 (1,175)2,262 
Operating lease liabilities(11,314)(10,955)(9,542)
Due to brokers135 45 1,839 
Income tax payable(9,640)3,531 (1,229)
Other liabilities and accrued expenses437 807 3,929 
Net cash provided by (used in) operating activities89,186 141,445 72,598 
Cash flows from investing activities:
Proceeds from redemptions of equity method investments6 52 37 
Purchases of investments(70,963)(50,943)(63,557)
Proceeds from sales and maturities of investments71,689 89,592 13,796 
Purchases of property and equipment(2,502)(2,752)(3,470)
Net cash provided by (used in) investing activities(1,770)35,949 (53,194)
Cash flows from financing activities:
Issuance of common stock—net859 741 597 
Repurchase of common stock(25,937)(10,408)(10,599)
Dividends to stockholders(122,489)(162,705)(178,879)
Distributions to redeemable noncontrolling interests(6,024)(43,483)(10,862)
Contributions from redeemable noncontrolling interests4,696 45,725 81,633 
Net cash provided by (used in) financing activities(148,895)(170,130)(118,110)
Net increase (decrease) in cash and cash equivalents(61,479)7,264 (98,706)
Effect of foreign exchange rate changes on cash and cash equivalents1,359 1,355 (2,013)
Cash and cash equivalents, beginning of the year101,352 92,733 193,452 
Cash and cash equivalents, end of the year$41,232 $101,352 $92,733 
_________________________
(1)    Certain amounts have been recast to reflect the Company's adoption of the lease accounting standard on January 1, 2019.

See notes to consolidated financial statements
F-10F-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:

As of December 31,
(in thousands)202320222021
Cash and cash equivalents$187,442 $247,418 $184,373 
Cash included in investments (1)
2,161 1,296 983 
Total cash and cash equivalents within consolidated statements of cash flows$189,603 $248,714 $185,356 
________________________
(1)    Cash included in investments represents operating cash held in consolidated investment vehicles.
For the yearyears ended December 31, 2020, 20192023, 2022 and 2018,2021, the Company paid taxes, net of tax refunds, of approximately $27,719,000, $37,036,000$45.8 million, $63.6 million and $36,795,000,$45.7 million, respectively.
Supplemental disclosures of non-cash investing and financing activities:
In connection with its stock incentive plan, the Company recordedissued dividend equivalents in the form of restricted stock unit dividend equivalents,units, net of forfeitures, in the amount of approximately $3,176,000, $5,973,000$3.4 million, $3.1 million and $6,544,000$4.3 million for the years ended December 31, 2020, 20192023, 2022 and 2018,2021, respectively. These amounts are included in the issuance of restricted stock unitsunits—net and in dividends in the consolidated statements of changes in stockholders' equity.
Non-cash investing activities included $4.7 million related to purchases of property and equipment in connection with the Company's new headquarters that remain unpaid at December 31, 2023.
Effective SeptemberAugust 1, 2019,2022, the Company's proportionate ownership interest in the Cohen & Steers Preferred Securities and Income SMA Shares, Inc. (PISH) decreased and the Company reclassified its ownershipa variable interest to equity method investments. Accordingly, the Company deconsolidated the assets and liabilities of PISH resulting in a non-cash reduction of approximately $7,181,000 from investments and redeemable noncontrolling interests to remove amounts attributable to third-party investors in PISH. Effective November 1, 2019, the Company’s proportionate ownership interest in PISH fell below 20% and, as a result, the Company recorded a non-cash reclassification of approximately $5,370,000, from equity method investments into equity investments at fair value until the Company sold its remaining interest in PISH in December 2019.
Effective January 1, 2019, the Company's proportionate ownership interest inentity, the Cohen & Steers SICAV Global Preferred SecuritiesDiversified Real Assets Fund (SICAV Preferred) decreasedRAP), fell below 10% and the Company reclassified its ownership interest to equity investments at fair value. Accordingly, the Company deconsolidated the assets and liabilities of SICAV PreferredRAP resulting in a non-cash reduction of approximately $114,192,000$120.3 million from both investments and redeemable noncontrolling interests to remove amounts attributable to third-party investors in SICAV Preferred.
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. Accordingly, the Company consolidated the assets and liabilities and the results of operations of SICAV GRE, resulting in a non-cash increase of approximately $45,988,000 to investments and redeemable noncontrolling interests to record amounts attributable to third-party investors in SICAV GRE from equity investments at fair value.
For the year ended December 31, 2018, the Company's proportionate ownership interest in the Cohen & Steers Funds ICAV (ICAV), an Irish alternative investment fund, increased and, as a result, the Company consolidated the assets and liabilities and the results of operations of ICAV, resulting in a non-cash increase of approximately $6,411,000 to investments and redeemable noncontrolling interests to record amounts attributable to third-party investors in ICAV. ICAV was subsequently liquidated effective April 2019.interests.
F-11F-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), Cohen & Steers Japan Limited (CSJL) and Cohen & Steers IrelandSingapore Private Limited (CSIL)(CSSG) (collectively, the Company).
The Company is a global investment manager specializing in liquid real assets and alternative income, including listed and private real estate, preferred securities, listed infrastructure, 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 Tokyo.Singapore.
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 August 2018, the Financial Accounting Standards Board (FASB) issued guidance to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Under the new standard, implementation costs are deferred and presented in the same financial statement caption on the consolidated statements of financial condition as a prepayment of related arrangement fees. The deferred costs are recognized over the term of the arrangement in the same financial statement caption in the consolidated statements of operations as the related fees of the arrangement. This new guidance became effective on January 1, 2020. The Company has adopted this new standard using a prospective approach to all implementation costs incurred after adoption. The Company's adoption of the new standard did not have a material effect on its consolidated financial statements and related disclosures.
In January 2017, the FASB issued guidance to simplify the goodwill impairment test by removing the requirement to perform a hypothetical purchase price allocation. As a result of the revised guidance, a goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. This new guidance became effective on January 1, 2020. The Company's adoption of the new standard did not have a material effect on its consolidated financial statements and related disclosures.
In June 2016, the FASB issued guidance on the measurement of credit losses on financial instruments. This standard amended guidance related to reporting credit losses for financial assets measured at amortized cost and replaced the incurred loss impairment model with a current expected credit loss (CECL) model. CECL requires a company to estimate lifetime expected credit losses based on relevant information about historical events, current conditions and reasonable and supportable forecasts. This new guidance became effective on January 1, 2020. The Company's adoption of the new standard had no impact on its consolidated financial statements and related disclosures.
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 due to factors the Company cannot fully predict including the extent of the impact to the Company's business from the ongoing COVID-19 pandemic.
Reclassifications—The Company reclassified certain prior period amounts in the consolidated financial statements to conform with the current period presentation.estimates.
Consolidation of Company-sponsored FundsInvestment Vehicles—InvestmentsThe Company's financial interests in Company-sponsored funds andinvestment vehicles, including the management fees that are received, are evaluated at inception and thereafter, if there is a reconsideration event, in order to determine whether to apply the Variable
F-12



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

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 (i) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or (ii) the group of holders of the equity investment at risk lack certain characteristics of a controlling financial interest. The primary beneficiary is the entity that has (i) the power to direct the activities of the VIE that most significantly affect its performance, and (ii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. InvestmentsSubscriptions and redemptions or amendments to the governing documents of the respective entities could affect an entity's status as a VIE or the determination of the primary beneficiary. Limited partnerships and similar entities are determined to be a VIE when the Company is the general partner and the limited partners do not hold substantive kick-out or participation rights. The Company assesses whether it is the primary beneficiary of any VIEs identified by evaluating its economic interests in the entity held either directly by the Company and its affiliates or indirectly through employees. VIEs for which the Company is deemed to be the primary beneficiary are consolidated.
Investments in Company-sponsored funds that are determined to be VOEs are consolidated when the Company’s ownership interest is greater than 50% of the outstanding voting interests of the fund 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.vehicle.
The Company records noncontrolling interests in consolidated Company-sponsored fundsinvestment vehicles for which the Company’s ownership is less than 100%.
Cash and Cash Equivalents—Cash and cash equivalents are on deposit with several highly rated financial institutions and include short-term, highly-liquidhighly liquid investments, which are readily convertible into cash and have original maturities of three months or less.cash.
Due from/to Brokers—The Company, including the consolidated Company-sponsored funds,investment vehicles, may transact with brokers for certain investment activities. The clearing and custody operations for these investment activities are performed pursuant to
F-11




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

contractual agreements. The due from/to brokers balance representsbalances represent cash and/or cash collateral balances at brokers/custodians and/or receivables and payables for unsettled securities transactions with brokers.brokers/custodians.
Investments—Management of the Company determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination no less than on a quarterly basis. At December 31, 2020, theThe Company's investments were comprised of the following:are categorized as follows:
•Equity investments at fair value which generally represent equitycommon stocks, limited partnership interests, master limited partnership interests, preferred securities held within the consolidated Company-sponsored funds, individual equity securities held directly for the purposes of establishing performance track records and other seed investments in Company-sponsored open-end funds where the Company has neither control nor the ability to exercise significant influence.vehicles.
•Trading investments which generally represent debt securities held within the consolidated Company-sponsored funds and individual debt securities held directly for the purposes of establishing performance track records.
•Held-to-maturity investments, which generally represent corporate investments in U.S. Treasury securities recorded at amortized cost. Under the CECL model, any expected credit losses are recognized as an allowance, which represents an adjustment to the amortized costs basis. The Company did not record any provision for credit losses on these securities during the year ended December 31, 2020.
•Equity method investments, which generally represent seed investments in Company-sponsored funds in which the Company owns between 20-50% of the outstanding voting interests or when it is determined that the Company is able to exercise significant influence but not control over the investments. When using the equity method, the Company recognizes its respective share of net income or loss for the period which is recorded as gain (loss) from investments—net in the Company's consolidated statements of operations.and investment-grade corporate debt securities.
Realized and unrealized gains and losses on equity investments at fair value, trading investments and equity methodthe Company's investments are recorded in gain (loss) from investments—net in the Company's consolidated statements of operations.
F-13



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

From time to time, the Company, including the consolidated Company-sponsored funds,investment vehicles, may enter into derivative contracts, including options, futures and swaps contracts, to gain exposure to the underlying commodities markets or to economically hedge market risk of the underlying portfolios. Gains and losses on derivative contracts are recorded asin gain (loss) from investments—net in the Company's consolidated statements of operations. The fair values of these instruments are recorded in other assets or other liabilities and accrued expenses on the Company's consolidated statements of financial condition.
Additionally, from time to time, the Company, including the consolidated Company-sponsored funds,investment vehicles, may enter into forward foreign exchange contracts to economically hedge its currency exposure. These instruments are measured at fair value based on the prevailing forward exchange rate with gains and losses recorded in foreign currency gain (loss)—net in the Company’s 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.
Leases—The Company determines if an arrangement is a lease at inception. The Company has operating leases for corporate offices and certain information technology equipment and these leaseswhich are included in operating lease right-of-use (ROU) assets and operating lease liabilities on the Company’s consolidated statements of financial condition.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent obligations to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the net present value of lease payments over the life of the lease term.and thereafter, are remeasured if there is a change in lease terms. The majority of the Company’s lease agreements do not provide an implicit rate. As a result, the Company used anits estimated incremental borrowing rate based on the information available as of lease commencement dates in determining the present value of lease payments. The operating lease ROU asset reflectsassets reflect any upfront lease payments made as well as lease incentives received. During the year ended 2023, the Company incurred costs related to the build-out of its new headquarters that qualified for reimbursement from the landlord. As a result, the Company reduced its ROU asset by $25.7 million.
The lease terms may include options to extend or terminate the lease and these are factored into the determination of the ROU asset and lease liability at lease inception when and if it is reasonably certain that the Company will exercise that option. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term.
The Company has certain lease agreements with non-lease components such as maintenance and executory costs, which are accounted for separately and not included in ROU assets.
ROU assets are tested for impairment whenever changes in facts or circumstances indicate that the carrying amount of an asset may not be recoverable. Modification of a lease term would result in re-measurementremeasurement of the lease liability and a corresponding adjustment to the ROU asset.
Goodwill and Intangible Assets—Goodwill represents the excess of the cost of the Company’s investment in the net assets of an acquired company over the fair value of the underlying identifiable net assets at the date of acquisition. Goodwill and indefinite-lived intangible assets are not amortized but are tested at least annually for impairment by comparing the fair value to their carrying amounts.
Redeemable Noncontrolling Interests—Redeemable noncontrollingNoncontrolling interests representconsist of nonredeemable and redeemable third-party interests in the Company's consolidated Company-sponsored funds. Theseinvestment vehicles. Noncontrolling interests that are not redeemable at the option of the investors are classified as nonredeemable noncontrolling interests and are included in stockholders’ equity. Noncontrolling
F-12




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

interests that are redeemable at the option of the investors are classified as redeemable noncontrolling interests and therefore are not treated as permanent equity. Redeemable noncontrolling interest isNoncontrolling interests are recorded at fair value which approximates the redemptionnet asset value at each reporting period.
Investment Advisory and Administration Fees—The Company earns revenue by providing asset management services to institutional accounts, Company-sponsored open-end and closed-end funds as well as model-based portfolios. Investment advisory fees are earned pursuant to the terms of investment management agreements and are generally based on a contractual fee rate applied to the average daily assets under management. The Company also earns administration fees from certain Company-sponsored open-end and closed-end funds pursuant to the terms of underlying administration contracts. Administration fees are based on the average daily assets under management of such funds. Investment advisory and administration fee revenue is recognized when earned and is recorded net of any fund reimbursements. The investment advisory and administration contracts each include a single performance obligation as the services provided are not separately identifiable and are accounted for as a series satisfied over time using a time-based method (days elapsed). Additionally,
F-14



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

investment advisory and administration fees represent variable consideration, as fees are based on average assets under management which fluctuate daily.
In certain instances, the Company may earn performance fees when specified performance hurdles are met during the performance period. Performance fees are forms of variable consideration and are not recognized until it becomes probable that there will not be a significant reversal of the cumulative revenue recognized.
Distribution and Service Fee Revenue—Distribution and service fee revenue is based on the average daily net assets of certain share classes of the Company’s sponsoredU.S. 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-sponsoredan open-end fund. Distribution fees represent variable consideration, as fees are based on average assets under management which fluctuate daily. 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). ServiceAdditionally, 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 fees represent payments made to qualified intermediaries for (i) assistance in connection with the distribution of the Company’s sponsoredcertain open-end funds’funds' shares and (ii) for other expenses such as advertising, printing and distribution of prospectuses to investors. Such amounts may also be used to pay financial intermediaries for services as specified in the terms of written agreements complying with Rule 12b-1 of the Investment Company Act of 1940. Distribution fees are based on the average daily net assets under management of certain share classes of certain of the funds.
Shareholder servicing fees represent payments made to qualified intermediaries for shareholder account service and maintenance. These services are provided pursuant to written agreements with such qualified institutions. Shareholder servicing fees are generally based on the average daily net assets under management.
Intermediary assistance payments represent payments to qualified intermediaries for activities related to distribution, shareholder servicing andas well as marketing and support of the Company’s sponsoredcertain open-end funds and are incremental to those described above. Intermediary assistance payments are generally based on the average daily net assets under management.
Stock-based Compensation—The Company recognizes compensation expense for the grant-date fair value of restricted stock unit awards 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.
F-13




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

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 uncertainties in the application of complex tax laws and regulations across the Company’sCompany's global operations. A tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, on the basis of the technical merits. The Company records potential interest and penalties related to uncertain tax positions in the provision for income taxes in the consolidated statements of operations.
F-15

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 and amounts attributable to foreign currency translation gain (loss).

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

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 $(4,134,000), $(6,326,000)$(7.7) million, $(10.8) million and $(7,323,000)$(5.9) million as of December 31, 2020, 20192023, 2022 and 2018, respectively.2021, respectively, and was reported within accumulated other comprehensive income (loss) on the consolidated statements of financial condition. Gains or losses resulting from transactions denominated in currencies other than the U.S. dollar within certain foreign subsidiaries are included in non-operating income (loss) in the consolidated statements of operations. Gainsand gains and losses arising on revaluation of U.S. dollar-denominated assets and liabilities held by certain foreign subsidiaries are also included in 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 and amounts attributable to foreign currency translation gain (loss), net of tax.
Recently Issued Accounting Pronouncements—In December 2019,June 2022, the FASBFinancial Accounting Standards Board (FASB) issued Accounting Standards Update 2019-12,2022-03 (ASU), Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The standard clarifies that contractual sale restrictions are not considered in measuring the fair value of equity securities, which would be a change in practice for certain entities. The ASU also indicates that a contractual sale restriction is not a separate unit of account, and requires new disclosures for all entities with equity securities subject to a contractual sale restriction. This new guidance was effective on January 1, 2024. The Company's adoption of this new standard will not have an impact on the Company's consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The standard requires enhanced disclosure of the reportable segments and additional information about a segment’s expenses. This standard is effective for the Company’s Form 10-K for the year ending on December 31, 2024. The Company does not expect that the adoption of this new standard will have a material impact on the Company's consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Simplifying Accounting forImprovements to Income TaxesTax Disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The standard is intended to simplify various aspects related tobenefit investors by providing more detailed income taxes and removes certain exceptions to the general principlestax disclosures that would be useful in Topic 740.making capital allocation decisions. This new guidance will be effective on January 1, 2021.2025. The Company does not expectis currently evaluating the impact that the adoption of thethis new standard towill have a material effect on itsthe Company's consolidated financial statements and related disclosures.
3. Revenue
The following tables summarize revenue recognized from contracts with customers by client domicile and by investment vehicle:
Years ended December 31,
(in thousands)202020192018
Client domicile:
North America$363,834 $352,629 $322,964 
Japan32,517 33,967 35,283 
Europe, Middle East and Africa19,869 11,087 10,371 
Asia Pacific excluding Japan11,316 13,147 12,493 
Total$427,536 $410,830 $381,111 
F-14

Years ended December 31,
(in thousands)20202019
2018 (2)
Investment vehicle:
Open-end funds (1)
$231,269 $217,778 $197,363 
Institutional accounts115,876 110,346 104,327 
Closed-end funds78,026 80,502 77,270 
Other2,365 2,204 2,151 
Total$427,536 $410,830 $381,111 
________________________
(1)    Included distribution and service fees of $30.1 million, $30.0 million and $29.1 million for the years ended December 31, 2020, 2019 and 2018, respectively.
(2)    Amounts related to model-based portfolios were reclassified from other (previously reported as portfolio consulting and other) to open-end funds and institutional accounts.
F-16



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

3. Revenue
The following tables summarize revenue recognized from contracts with customers by client domicile and by investment vehicle:
Years ended December 31,
(in thousands)202320222021
Client domicile:
North America$423,129 $496,368 $506,364 
Japan31,869 36,056 38,039 
Europe, Middle East and Africa21,418 21,439 26,330 
Asia Pacific excluding Japan13,221 13,043 13,099 
Total$489,637 $566,906 $583,832 
Years ended December 31,
(in thousands)202320222021
Investment vehicle:
Open-end funds$269,727 $326,172 $328,647 
Institutional accounts123,565 134,012 146,345 
Closed-end funds96,345 106,722 108,840 
Total$489,637 $566,906 $583,832 
4. Investments
The following table summarizes the Company’s investments:
(in thousands)December 31, 2020December 31, 2019
Equity investments at fair value$94,089 $89,872 
Trading18,700 14,980 
Held-to-maturity carried at amortized cost (1)
41,648 49,807 
Equity method541 554 
Total investments$154,978 $155,213 
_________________________
(1)    Held-to-maturity investments had a fair value of approximately $41.7 million and $50.0 million at December 31, 2020 and 2019, respectively. These securities would be classified as level 2 within the fair value hierarchy if carried at fair value. Original maturities ranged from 6 to 24 months at December 31, 2020 and 2019.
(in thousands)December 31, 2023December 31, 2022
Equity investments at fair value$180,958 $157,646 
Trading77,996 15,289 
Equity method16 20 
Total investments$258,970 $172,955 

The Company seeded 1 new fund for the year ended December 31, 2020 and 2 new funds for the year ended December 31, 2019.
The following table summarizes gain (loss)— from investments—net, from investments:
Years Ended December 31,
(in thousands)202020192018
Net realized gains (losses) during the period$(5,395)$12,227 $(1,486)
Net unrealized gains (losses) during the period on investments
still held at the end of the period		1,279 9,446 (12,778)
Gain (loss) from investments—net (1)
$(4,116)$21,673 $(14,264)
including derivative financial instruments, the majority of which are used to economically hedge certain exposures (see Note 6, Derivatives):
Years Ended December 31,
(in thousands)202320222021
Net realized gains (losses) during the period$(6,016)$7,147 $8,402 
Net unrealized gains (losses) during the period on investments
       still held at the end of the period
10,307 (32,253)10,382 
Gain (loss) from investments—net (1)
$4,291 $(25,106)$18,784 
_________________________
(1)    Included net incomegain (loss) attributable to redeemable noncontrolling interests.
At December 31, 20202023 and 2019,2022, the Company's consolidated VIEs included the Cohen & Steers SICAV Global Listed Infrastructure Fund (GLI SICAV)(SICAV GLI), SICAV GRE, the Cohen & Steers SICAV DiversifiedGlobal Real AssetsEstate Fund (SICAV RAP) andGRE), the Cohen & Steers Co-Investment Partnership, L.P. (GRP-CIP) and the Cohen & Steers Real Estate Opportunities Fund, L.P. (REOF).
The following tables summarize the consolidated statements of financial condition attributable to the Company's consolidated VIEs:
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 0 637 
Total assets$7,253 $40,076 $33,940 $334 $81,603 
Liabilities (1)
Due to brokers$27 $40 $61 $0 $128 
Other liabilities and accrued expenses29 211 81 5 326 
Total liabilities$56 $251 $142 $5 $454 
F-15

F-17



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

December 31, 2019
(in thousands)GLI SICAVSICAV GRESICAV RAPGRP-CIPTotal
Assets (1)
Investments$7,048 $45,468 $29,976 $337 $82,829 
Due from brokers264 663 613 203 1,743 
Other assets92 681 268 0 1,041 
Total assets$7,404 $46,812 $30,857 $540 $85,613 
Liabilities (1)
Due to brokers$45 $92 $229 $0 $366 
Other liabilities and accrued expenses100 466 213 5 784 
Total liabilities$145 $558 $442 $5 $1,150 
The following tables summarize the consolidated statements of financial condition attributable to the Company's consolidated VIEs:
(in thousands)December 31, 2023
SICAV GLISICAV GREGRP-CIPREOFTotal
Assets (1)
Investments$41,799 $96,494 $110 $21,528 $159,931 
Due from brokers— — 13 — 13 
Other assets207 436 — 1 644 
Total assets42,006 96,930 123 21,529 160,588 
Liabilities (1)
Due to brokers$55 $64 $— $— $119 
Other liabilities and accrued expenses127 165 5 152 449 
Total liabilities182 229 5 152 568 
Net assets$41,824 $96,701 $118 $21,377 $160,020 
Attributable to the Company$19,418 $12,644 $118 $16,421 $48,601 
Attributable to noncontrolling interests22,406 84,057 — 4,956 111,419 
Net assets$41,824 $96,701 $118 $21,377 $160,020 
_________________________
(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)December 31, 2022
SICAV GLISICAV GREGRP-CIPREOFTotal
Assets (1)
Investments$36,296 $79,434 $147 $19,052 $134,929 
Due from brokers11 — 27 — 38 
Other assets151 370 — 55 576 
Total assets36,458 79,804 174 19,107 135,543 
Liabilities (1)
Due to brokers$11 $— $— $— $11 
Other liabilities and accrued expenses91 214 5 354 664 
Total liabilities102 214 5 354 675 
Net assets$36,356 $79,590 $169 $18,753 $134,868 
Attributable to the Company$19,116 $11,495 $169 $14,699 $45,479 
Attributable to noncontrolling interests17,240 $68,095 $— $4,054 $89,389 
Net assets$36,356 $79,590 $169 $18,753 $134,868 
_________________________
(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.
F-16




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

5. Fair Value
Accounting Standards Codification Topic 820, Fair Value Measurement (ASC 820) specifies a hierarchy of valuation classifications based on whether the inputs to the valuation techniques used in each valuation classification are observable or unobservable. These classifications are summarized in the three broad levels listed below:
•Level 1—Unadjusted quoted prices for identical instruments in active markets.
•Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable.
•Level 3—Valuations derived from valuation techniques in which significant inputs or significant value drivers are unobservable.
Inputs used to measure fair value might fall in different levels of the fair value hierarchy, in which case the Company defaults to the lowest level input that is significant to the fair value measurement in its entirety. These levels are not necessarily an indication of the risk or liquidity associated with the investments.
The following tables present fair value measurements:
December 31, 2023
(in thousands)Level 1Level 2Level 3
Investments
Measured at
NAV (1)
Total
Cash equivalents$151,915 $— $— $— $151,915 
Equity investments at fair value:
Common stocks$163,365 $697 $— $— $164,062 
Limited partnership interests— — 13,202 1,228 14,430 
Master limited partnership interests282 — — — 282 
Preferred securities1,775 62 — — 1,837 
Other226 — — 121 347 
Total$165,648 $759 $13,202 $1,349 $180,958 
Trading investments:
Fixed income$— $77,996 $— $— $77,996 
Equity method investments$— $— $— $16 $16 
Total investments$165,648 $78,755 $13,202 $1,365 $258,970 
Derivatives - assets:
Total return swaps$— $28 $— $— $28 
Total$— $28 $— $— $28 
Derivatives - liabilities:
Total return swaps$— $2,488 $— $— $2,488 
Forward contracts - foreign exchange— 405 — — 405 
Total$— $2,893 $— $— $2,893 
________________________
(1)    Comprised of certain investments measured at fair value using net asset value (NAV) as a practical expedient.
F-18
F-17




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

The following tables present
December 31, 2022
(in thousands)Level 1Level 2Level 3
Investments
Measured at
NAV (1)
Total
Cash equivalents$208,557 $— $— $— $208,557 
Equity investments at fair value:
Common stocks$142,268 $987 $— $— $143,255 
Limited partnership interests— — 10,759 1,544 12,303 
Master limited partnership interests316 — — — 316 
Preferred securities1,391 49 — — 1,440 
Other200 — — 132 332 
Total$144,175 $1,036 $10,759 $1,676 $157,646 
Trading investments:
Fixed income$— $15,289 $— $— $15,289 
Equity method investments$— $— $— $20 $20 
Total investments$144,175 $16,325 $10,759 $1,696 $172,955 
Derivatives - assets:
Total return swaps$— $276 $— $— $276 
Total$— $276 $— $— $276 
Derivatives - liabilities:
Total return swaps$— $717 $— $— $717 
Forward contracts - foreign exchange— 742 — — 742 
Total$— $1,459 $— $— $1,459 
________________________
(1)    Comprised of certain investments measured at fair value measurements:
December 31, 2020
(in thousands)Level 1Level 2Level 3Investments
Measured at
NAV as FV		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 

F-19



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

December 31, 2019
(in thousands)Level 1Level 2Level 3Investments
Measured at
NAV as FV		Investments
Carried at
Amortized Cost		Total
Cash equivalents$85,889 $— $— $— $— $85,889 
Equity investments at fair value
Common stocks$87,408 $— $— $— $— $87,408 
Company-sponsored funds132 — — — — 132 
Limited partnership interests1,048 — — 337 — 1,385 
Preferred securities704 108 — — — 812 
Other— — — 135 — 135 
Total$89,292 $108 $— $472 $— $89,872 
Trading investments
Fixed income$— $14,980 $— $— $— $14,980 
Held-to-maturity investments$— $— $— $— $49,807 $49,807 
Equity method investments$— $— $— $554 $— $554 
Total investments$89,292 $15,088 $— $1,026 $49,807 $155,213 
Derivatives - assets
Futures - commodities$570 $— $— $— $— $570 
Forward contracts - foreign exchange— 74 — — — 74 
Total$570 $74 $— $— $— $644 
Derivatives - liabilities
Futures - commodities$339 $— $— $— $— $339 
Total return swaps - commodities— 173 — — — 173 
Forward contracts - foreign exchange— 44 — — — 44 
Total$339 $217 $— $— $— $556 

Cash equivalents were comprised of investments in actively traded U.S. Treasury money market funds measured at NAV.using NAV as a practical expedient.
Equity investments at fair value classified as levelLevel 2 were comprised of certain preferred securities with predominately equity-like characteristics whosecommon stocks for which quoted prices in active markets are not available. Fair values for the common stocks classified as Level 2 were generally based on quoted prices for similar instruments in active markets.
Equity investments at fair 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 yieldsvalue classified as Level 3 were comprised 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.limited partnership interests in joint ventures that hold investments in private real estate.
Trading investments classified as levelLevel 2 were comprised of U.S. Treasury securities and corporate debt securities. The fair value amountsFair values were generally determined using third-party pricing services. The pricing services may utilize evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information.
Investments measured at NAV were comprised of certain investments measured at fair value using NAV (or its equivalent) as a practical expedient. Theseexpedient as follows:
•Equity investments were comprised of:at fair value included:
◦limited partnership interests in private real estate funds; and
◦the Company's co-investment in a Cayman trust invested in global listed infrastructure securities (which is included in "Other" in the leveling table).
•Equity method investments included the Company's partnership interests in Cohen & Steers Global Realty Partners III-TE, L.P. (GRP-TE) and Cohen & Steers Global Listed Infrastructure Fund L.P. (LPGI). GRP-TE invests in non-registered real estate funds and LPGI invests in global infrastructure securities. The Company's
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COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

•Equity investmentsownership interest in GRP-TE was approximately 0.2% at fair value - included limited partner interestsDecember 31, 2023 and 2022. The Company's ownership interest in limited partnership vehicles that invest in non-registered real estate fundsLPGI was approximately 0.01% at December 31, 2023 and the Company's co-investment in a Cayman trust invested in global listed infrastructure securities (which is included in "Other" in the leveling table), both of which are valued based on the NAVs of the underlying investments. 2022.
At December 31, 20202023 and 2019,2022, the Company did not have the ability to redeem theits limited partnership interests in the limited partnership vehicles; thereprivate real estate funds or its interest in GRP-TE. There were no contractual restrictions on the Company's ability to redeem its interest in the Cayman trust.
•Equity method investments - included the Company's partnership interests in the Cohen & Steers Global Realty Partners III-TE, L.P. (GRP-TE) and the Cohen & Steers Global Realty Focus Fund (GRF), a series of Cohen & Steers Series LP. GRP-TE invests in non-registered real estate funds. The Company's ownership interest was approximately 0.2% and the Company did not have the ability to redeem the investment at either December 31, 2020trust or 2019. GRF invests in global real estate investment trusts and other publicly traded real estate companies. The Company's ownership interest was approximately 0.5% and the Company had the ability to redeem the investment in GRF with 15 days' notice. The Company's risk with respect to both investments is limited to its equity ownership interest and any uncollected management fees.
Held-to-maturity investments were comprised of U.S. Treasury securities, which were directly issued by the U.S. government, with original maturities of 6 to 24 months at December 31, 2020 and 2019. These securities were purchased with the intent to hold to maturity and are recorded at amortized cost.LPGI.
Investments measured at NAV and held-to-maturity investmentsas a practical expedient have not been classified in the fair value hierarchy. The amounts presented in the above tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented on the consolidated statements of financial condition.
SwapTotal return swap contracts classified as levelLevel 2 were valued based on the underlying futures contracts or equity indices.
Foreign currency exchange contracts classified as levelLevel 2 were valued based on the prevailing forward exchange rate.rate, which is an input that is observable in active markets.
The following table summarizes the changes in Level 3 investments measured at fair value on a recurring basis:
Years Ended December 31,
(in thousands)20232022
Balance at beginning of period$10,759 $— 
Purchases/contributions11,856 19,380 
Sales/distributions(5,352)(5,874)
Unrealized gains (losses)(4,061)(2,747)
Balance at end of period$13,202 $10,759 
Unrealized gains (losses) and realized gains (losses), if any, in the above table were recorded in gain (loss) from investments—net in the Company's consolidated statements of operations.
Valuation Techniques
In certain instances, debt equity and preferredequity 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 based on the prevailing forward exchange rate, which is an input that is observable in active markets.
In the absence of observable market prices, the Company values its investments using valuation methodologies applied on a consistent basis. For some investments, little market activity may exist; management's determination of fair value is then based on the best information available in the circumstances, and may incorporate management's own assumptions and involve a significant degree of judgment, taking into consideration a combination of internal and external factors. Such investments which are generally immaterial, are valued 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 includesCompany has established a review by the Company's valuation committee, which is comprised of senior members from various departments within the Company, including investment management. The valuation committee provides independent oversight ofto administer, implement and oversee the valuation policies and procedures.
procedures (the Valuation Committee). Additionally, the Company has retained an independent valuation services firm to assist in the determination of the fair value of certain private real estate investments.


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

The following table summarizes the valuation techniques and significant unobservable inputs approved by the Valuation Committee for Level 3 investments measured at fair value on a recurring basis:
Fair Value as of December 31, 2023
(in thousands)
Valuation TechniqueUnobservable InputsValue
Limited partnership interests$13,202Discounted cash flowDiscount rate
Terminal capitalization rate
9.25%
7.75%
Transaction pricen/a
Fair Value as of December 31, 2022
(in thousands)
Valuation TechniqueUnobservable InputsValue
Limited partnership interest$10,759Discounted cash flowDiscount rate
Terminal capitalization rate
8.75%
7.25%
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 amountsamount and fair value of the outstanding derivative financial instruments, none of which were designated in a formal hedging relationship.relationship:
As of December 31, 2023
Notional Amount
Fair Value (1)
(in thousands)LongShortAssetsLiabilities
Corporate derivatives:
Total return swaps$2,284 $37,933 $28 $2,488 
Forward contracts - foreign exchange— 9,641 — 405 
Total corporate derivatives$2,284 $47,574 $28 $2,893 
As of December 31, 2020
Notional Amount
Fair Value (1)
(in thousands)LongShortAssetsLiabilities
Futures - commodities$13,624 $4,257 $1,012 $416 
Total return swaps - commodities0 9,598 0 136 
Total return swaps - equities0 17,688 0 1,562 
Forward contracts - foreign exchange0 14,061 0 345 
$13,624 $45,604 $1,012 $2,459 

As of December 31, 2019
Notional Amount
Fair Value (1)
As of December 31, 2022As of December 31, 2022
Notional AmountNotional Amount
Fair Value (1)
(in thousands)(in thousands)LongShortAssetsLiabilities(in thousands)LongShortAssetsLiabilities
Futures - commodities$14,394 $4,623 $570 $339 
Total return swaps - commodities0 8,909 0 173 
Corporate derivatives:
Total return swaps
Total return swaps
Total return swaps
Forward contracts - foreign exchangeForward contracts - foreign exchange0 10,787 74 44 
$14,394 $24,319 $644 $556 
Total corporate derivatives
________________________
(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.
Commodity swap contracts are utilized as economic hedges to reduce the overall risk of theThe Company's market exposure to seed investments in commodity futures. Equity swap contractscorporate derivatives included:
•Total return swaps which are utilized to economically hedge a portion of the market risk of certain seed investments. The Company enters intoinvestments and to gain exposure for the purpose of establishing a performance track record; and
•Forward foreign exchange contracts to sell currencywhich are utilized to economically hedge currency exposure arising from certain non-U.S. dollar investment advisory fees.
Cash included in due from brokers of approximately $4,902,000 on the consolidated statement of financial condition at December 31, 2020 was held as collateralCollateral pledged for forward and swap contracts. Investments of approximately $1,544,000contracts totaled $4.5 million and $1,713,000 on the consolidated statements of financial condition$2.2 million at December 31, 20202023 and 2019, respectively, comprised of U.S. Treasury securities, were held as collateral for futures and swap contracts.2022, respectively.
The following table summarizes net gains (losses) from derivative financial instruments:
Years Ended December 31,
(in thousands)202020192018
Futures - commodities$(105)$881 $(2,093)
Total return swaps - commodities(266)(485)739 
Total return swaps - equities(1,562)0 0 
Forward contracts - foreign exchange(375)235 (141)
Total (1)
$(2,308)$631 $(1,495)
________________________
(1)    Gains and losses on derivative financial instruments are recorded in gain (loss) from investments—net in the Company's
    consolidated statements of operations.
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F-22



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)202320222021
Corporate derivatives:
Futures - commodities (1)
$— $— $3,391 
Total return swaps(2,589)3,691 (7,612)
Forward contracts - foreign exchange337 (948)550 
Total corporate derivatives$(2,252)$2,743 $(3,671)
Derivatives held by consolidated investment vehicles:
Total return swaps— 3,988 1,526 
Total (2)
$(2,252)$6,731 $(2,145)
________________________
(1)The Company liquidated its commodity futures contracts during 2021.
(2)Gains and losses on futures and total return swaps are included in gain (loss) from investments—net in the 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.
7. Property and Equipment
The following table summarizes the Company’s property and equipment:
December 31,
(in thousands)20202019
Equipment$6,725 $5,951 
Furniture and fixtures3,685 3,651 
Software21,789 19,988 
Leasehold improvements16,085 16,048 
Subtotal48,284 45,638 
Less: Accumulated depreciation and amortization(37,943)(33,152)
Property and equipment, net$10,341 $12,486 
December 31,
(in thousands)20232022
Equipment$15,525 $8,153 
Furniture and fixtures13,588 3,704 
Software27,554 26,848 
Leasehold improvements59,260 15,466 
Subtotal115,927 54,171 
Less: Accumulated depreciation and amortization(49,591)(45,414)
Property and equipment, net$66,336 $8,757 
 
Depreciation and amortization expense related to property and equipment was $4,652,000, $4,396,000$4.2 million, $4.4 million and $4,378,000$4.1 million for the years ended December 31, 2020, 20192023, 2022 and 2018,2021, 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 by dividing net income attributable to common stockholders by the total weighted average shares of common stock outstanding and common stock equivalents determined using the treasury stock method. Common stock equivalents are comprised of dilutive potential shares from restricted stock unit awards and are excluded from the computation if their effect is anti-dilutive.
The following table reconciles income and share data used in the basic and diluted earnings per share computations:
 Years Ended December 31,
(in thousands, except per share data)202020192018
Net income$75,165 $146,984 $109,522 
Less: Net (income) loss attributable to redeemable noncontrolling interests1,419 (12,363)4,374 
Net income attributable to common stockholders$76,584 $134,621 $113,896 
Basic weighted average shares outstanding47,800 47,273 46,794 
Dilutive potential shares from restricted stock units876 1,024 587 
Diluted weighted average shares outstanding48,676 48,297 47,381 
Basic earnings per share attributable to common stockholders$1.60 $2.85 $2.43 
Diluted earnings per share attributable to common stockholders$1.57 $2.79 $2.40 
Anti-dilutive common stock equivalents excluded from the calculation0 0 0 
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F-23



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

The following table reconciles income and share data used in the basic and diluted earnings per share computations:
 Years Ended December 31,
(in thousands, except per share data)202320222021
Net income$136,609 $149,486 $226,154 
Net (income) loss attributable to noncontrolling interests(7,560)21,556 (14,758)
Net income attributable to common stockholders$129,049 $171,042 $211,396 
Basic weighted average shares outstanding49,308 48,781 48,316 
Dilutive potential shares from restricted stock units245 516 774 
Diluted weighted average shares outstanding49,553 49,297 49,090 
Basic earnings per share attributable to common stockholders$2.62 $3.51 $4.38 
Diluted earnings per share attributable to common stockholders$2.60 $3.47 $4.31 
Anti-dilutive common stock equivalents excluded from the calculation77 3 — 
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 to eligible employees and directors. AThe SIP was amended in 2022 to (i) extend the term of the SIP an additional ten years through May 5, 2032, and (ii) increase the number of shares of common stock of the Company with respect to which awards may be granted under the plan. As of December 31, 2023, a total of 20.023.0 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, 2020,2023, 19.5 million RSUs, with respect to approximately 17,248,000 sharesrepresenting the same amount of common stock, had been issued under the SIP. As of December 31, 2020,2023, there was $50,801,000$72.7 million of unearned compensation related to unvestedunamortized RSUs that hashad not yet been recognized in the consolidated statement of operations. The Company expects to recognize this expense over approximately the next three years. In January 2021,2024, the Company granted approximately 691,000596,000 RSUs under the SIP with a grant date fair value of approximately $46,030,000$42.7 million, which generally vest over a four-year period.
Restricted Stock Units
Vested Restricted Stock Unit Grants
The Company grants 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 periodon these awards are paid to the directors in cash. In connection with the grant of these vested RSUs, the Company recorded non-cash stock-based compensation expense of approximately $699,000, $614,000$1.0 million, $2.7 million and $626,000$2.1 million for the years ended December 31, 2020, 20192023, 2022 and 2018,2021, respectively.
Unvested Restricted Stock Unit Grants
From 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,period, which is generally four years. Dividends declared by the Company are paid in additional RSUs andwhich are forfeitablesubject to forfeiture until they are delivered. The dividend equivalent RSUs will generally vest and be delivered on the fourth anniversary of the original grant date. The Company recorded non-cash stock-based compensation expense, net of forfeitures, of approximately $4,595,000, $4,443,000$8.8 million, $8.8 million and $4,216,000$8.5 million for the years ended December 31, 2020, 20192023, 2022 and 2018,2021, respectively.
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). The fair value at the date of grant of the RSUs under the Mandatory Program is generally expensed on a straight-line basis over the vesting period, which will generally vest and be delivered ratably overis typically four years. Dividends declared by the Company are paid in additional RSUs andwhich are forfeitablesubject to forfeiture until they are delivered. The dividend equivalent RSUs will generally vest and be delivered on the fourth anniversary of the original grant date. The Company recorded stock-based compensation under the Mandatory Program, net of forfeitures, of approximately $23,884,000, $22,637,000 and $19,710,000 for the years ended December 31, 2020, 2019 and 2018, respectively.
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COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

they are delivered. The dividend equivalent RSUs will generally vest and be delivered on the fourth anniversary of the original grant date. The Company recorded non-cash stock-based compensation expense under the Mandatory Program, net of forfeitures, of $34.4 million, $37.5 million and $29.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.
During the year ended December 31, 2023, RSU awards representing approximately 87,000 shares of common stock were modified resulting in a reduction of compensation expense of $0.7 million to be recognized over the requisite service period, of which $0.4 million was realized in 2023.
The following table sets forth activity relating to the Company’s RSUs 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, 201842 $36.98 318 $34.14 1,550 $34.60 
Granted15 38.29 134 39.02 757 39.42 
Delivered(12)34.95 (146)35.13 (539)34.94 
Forfeited— — 0 0 (23)37.16 
Balance at December 31, 201845 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 
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, 202150 $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 
Granted16 71.26 64 74.96 662 82.04 
Delivered(22)54.86 (160)57.90 (586)52.33 
Forfeited— — (4)72.98 (50)69.54 
Balance at December 31, 202252 70.12 356 71.18 1,408 74.57 
Granted16 62.01 78 66.01 791 71.18 
Delivered(17)62.55 (144)65.86 (557)67.57 
Forfeited— — (10)74.32 (108)75.04 
Balance at December 31, 202351 69.99 280 72.34 1,534 75.33 
 
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 up to a maximum of $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. Through December 31, 2020,2023, the Company had issued approximately 448,000501,000 shares of common stock under the ESPP. For each yearthe years ended December 31, 2020, 20192023, 2022 and 2018,2021, approximately 20,000, 18,000 and 15,000 shares, respectively, was purchased by eligible employees through the ESPP. For the years ended December 31, 2020, 20192023, 2022 and 2018,2021, the Company recorded a non-cash stock-based compensation expense of approximately $152,000, $131,000$188,000, $184,000 and $105,000,$177,000, 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 the ESPP, subject to shareholder approval.
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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 per $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, 2020, 20192023, 2022 and 2018.2021.
Forfeitures occur when participants terminate employment before becoming entitled to their full benefits under the Plan. In 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, 2020, 20192023, 2022 and 20182021 totaled approximately $147,000, $131,000$283,000, $193,000 and $101,000,$248,000, respectively.
Matching contributions, net of forfeitures, to the Plan for the years ended December 31, 2020, 20192023, 2022 and 20182021 totaled approximately $2,498,000, $2,057,000$3.0 million, $2.6 million and $1,770,000,$2.3 million, respectively.
11. Related Party Transactions
The Company is an investment adviser to, and has administration agreements with, Company-sponsored funds and investment products for which certain employees are officers and/or directors.
The following table summarizes the amount of revenue the Company earned from these affiliated funds:
 Years Ended December 31,
(in thousands)202020192018
Investment advisory and administration fees (1)
$274,566 $264,116 $241,255 
Distribution and service fees30,134 30,048 29,090 
Total$304,700 $294,164 $270,345 
 Years Ended December 31,
(in thousands)202320222021
Investment advisory and administration fees (1)
$328,398 $386,000 $389,648 
Distribution and service fees28,200 35,093 37,630 
Total$356,598 $421,093 $427,278 
_________________________
(1)    Investment advisory and administration fees are reflected net of fund reimbursements of $13.6$16.2 million, $11.1$18.1 million and $8.6$16.6 million for and the years ended December 31, 2020, 20192023, 2022 and 2018,2021, respectively.
The following table summarizes sales proceeds, gross realized gains, gross realized losses and dividend income from investments in Company-sponsored funds that are not consolidated:
Years Ended December 31,
(in thousands)202020192018
Proceeds from sales$7 $37,326 $10,872 
Gross realized gains0 241 28 
Gross realized losses0 (907)(4,448)
Dividend income5 52 481 
Included in accounts receivable at December 31, 20202023 and 20192022 are receivables due from Company-sponsored funds, which are generally collectible the next business day, of approximately $30,163,000$32.5 million and $26,701,000,$32.9 million, respectively. Included in accounts payable at December 31, 20202023 and December 31, 20192022 are payables due to Company-sponsored funds of approximately $574,000$1.9 million and $474,000,$1.0 million, respectively.
Included in other assets at December 31, 2023 and December 31, 2022 is an advance to Cohen & Steers Income
Opportunities REIT, Inc. (CNSREIT) of $7.3 million and $3.5 million, respectively. CNSREIT will reimburse the Company ratably over a 60-month period commencing at the earlier of December 31, 2025, or the month that CNSREIT's NAV is at least $1.0 billion. At December 31, 2023 and 2022, the Company determined the advance to be collectible. At December 31, 2023, the Company reclassified the advance from accounts receivable to other assets on its consolidated statement of financial condition as of December 31, 2022.
See discussion of commitments to Company-sponsored vehicles in Note 14.
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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. At December 31, 2020,2023, CSS had net capital of approximately $4,332,000,$5.4 million, which exceeded its requirementsrequirement by approximately $4,099,000.$5.1 million. The Rule also provides thatmay limit the amounts of equity capital that 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.that may be paid. CSS does not carry customer accounts and has no possession or control obligations under SEA Rule 15c3-3(b) or reserve deposit obligations under SEA Rule 153-3(e)15c3-3(e). During 2020,2023, CSCM, its parent, made a capital contribution of $2,000,000contributions totaling $4.5 million to CSS.
CSAL is subject to regulation by the Hong Kong Securities and Futures Commission. At December 31, 2020,2023, CSAL had regulatory capital of approximately $5,000,000,$8.9 million, which exceeded its minimum regulatory capital requirement by approximately $4,613,000. During 2020, CSAL paid dividends in the amount of approximately $12,935,000 to its parent, CSCM.$8.5 million.
CSUK is subject to regulation by the United Kingdom Financial Conduct Authority. At December 31, 2020,2023, CSUK had regulatory capital of approximately $28,929,000,$34.2 million, which exceeded its minimum regulatory capital requirement by approximately $23,597,000. During 2020, CSUK paid a dividend in the amount of approximately $14,800,000 to its parent, CNS.$25.1 million.
CSIL is subject to regulation by the Central Bank of Ireland. At December 31, 2020,2023, CSIL had regulatory capital of approximately $2,854,000,$4.1 million, which exceeded its minimum regulatory capital requirement by approximately $2,630,000. During 2020, CNS, its parent, made a capital contribution of $2,854,000 to CSIL.$3.7 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 approximately $630,000.$0.5 million. At December 31, 2020,2023, CSJL had stated capital in excess of this requirement.

13. Credit Agreement
On January 20, 2023, the Company entered into a Credit Agreement with Bank of America, N.A. (the Credit Agreement) providing for a $100.0 million senior unsecured revolving credit facility maturing on January 20, 2026. Borrowings under the Credit Agreement bear interest at a variable annual rate equal to, at the Company’s option, either, (i) in respect of Term Secured Overnight Financing Rate (SOFR) Loans (as defined in the Credit Agreement), a rate equal to Term SOFR (as defined in the Credit Agreement) in effect for such period plus an applicable rate as determined according to a performance pricing grid and, (ii) in respect of Base Rate Loans (as defined in the Credit Agreement), a rate equal to a Base Rate (as defined in the Credit Agreement) plus an applicable rate as determined according to a performance pricing grid. The Company is also required to pay a quarterly commitment fee determined according to a performance pricing grid and based on the actual daily unused amount of the Credit Agreement.
Borrowings under the Credit Agreement may be used for working capital and other general corporate purposes. The Credit Agreement contains affirmative, negative and financial covenants, which are customary for facilities of this type, including with respect to leverage and interest coverage, limitations on priority indebtedness, asset dispositions and fundamental corporate changes. As of December 31, 2023, the Company was in compliance with these covenants.
To date, the Company has not drawn upon the credit agreement.
14. Commitments and Contingencies
From time to time, the Company is involved in legal matters relating to claims arising in the ordinary course of business. There are currently no such matters pending that the Company believes could have a material adverse effect on its consolidated results of operations, cash flows or financial position.
The Company periodically commitshas committed to fund a portioninvest up to $50.0 million in REOF. As of December 31, 2023, the equity in certainCompany had funded $21.7 million of its sponsored investment products. Thethis commitment.
In addition, the Company has committed to co-investinvest up to $5,100,000 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.$125.0 million in CNSREIT. As of December 31, 2020,2023, the Company had funded approximately $3,800,000 with respect to$0.2 million of this commitment. The actual timing for funding In January 2024, the unfunded portionCompany funded an additional $23.6 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 in which GRP-TE and GRP-CIP invest. The unfunded commitment is not recorded on the Company’s consolidated statements of financial condition.commitment.
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COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

14.The timing for funding the remaining portion of the Company's commitments is determined by the investment vehicles.
15. Income Taxes
The income before provision for income taxes and provision for income taxes are as follows:
 Years Ended December 31,
(in thousands)202020192018
Income before provision for income taxes - U.S. (1)
$83,617 $171,497 $132,838 
Income before provision for income taxes - Non-U.S.9,770 16,052 10,941 
Total income before provision for income taxes$93,387 $187,549 $143,779 
_________________________
(1)    Included loss of $1.4 million, income of $12.4 million and loss of $4.4 million attributable to third-party interests for the years ended December 31, 2020, 2019 and 2018, respectively.
Current tax expense:   
U.S. federal$12,859 $30,818 $26,223 
State and local3,291 7,627 7,378 
Non-U.S.1,965 2,024 2,029 
 18,115 40,469 35,630 
Deferred tax (benefit) expense:   
U.S. federal(67)(133)(748)
State and local(32)(74)(281)
Non-U.S.206 303 (344)
 107 96 (1,373)
Provision for income taxes$18,222 $40,565 $34,257 
 Years Ended December 31,
(in thousands)202320222021
Income before provision for income taxes - U.S. (1)
$175,290 $189,577 $262,102 
Income before provision for income taxes - Non-U.S.4,961 7,320 19,842 
Total income before provision for income taxes$180,251 $196,897 $281,944 
_________________________
(1)Included income of $7.6 million, loss of $21.6 million and income of $14.8 million attributable to noncontrolling interests for the years ended December 31, 2023, 2022 and 2021, respectively.
Years Ended December 31,
(in thousands)202320222021
Current tax expense:   
U.S. federal$34,310 $44,965 $41,658 
State and local8,249 1,125 12,068 
Non-U.S.546 2,520 1,960 
 43,105 48,610 55,686 
Deferred tax (benefit) expense:   
U.S. federal2,241 82 (739)
State and local(1,290)(59)(149)
Non-U.S.(414)(1,222)992 
 537 (1,199)104 
Provision for income taxes$43,642 $47,411 $55,790 
 
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)202320222021
U.S. statutory tax rate$36,265 21.0 %$45,875 21.0 %$56,110 21.0 %
State and local income taxes, net of federal benefit5,453 3.2 %7,210 3.3 %10,190 3.8 %
Non-deductible executive compensation3,270 1.9 %6,534 3.0 %6,037 2.3 %
Excess tax benefits related to the vesting and delivery of restricted stock units(2,044)(1.2)%(5,784)(2.7)%(5,762)(2.2)%
Unrecognized tax benefit adjustments56 — %*(7,244)(3.3)%(8,515)(3.2)%
Other642 0.4 %820 0.4 %(2,270)(0.8)%
Income tax expense and effective income tax rate$43,642 25.3 %$47,411 21.7 %$55,790 20.9 %
Years Ended December 31,
202020192018
U.S. statutory tax rate21.0 %21.0 %21.0 %
Stock-based compensation(9.0)%(0.1)%(0.6)%
State and local income taxes, net of federal income taxes4.1 %3.4 %3.8 %
Unrecognized tax benefit adjustments2.4 %(1.0)%(1.0)%
Foreign operations tax differential0.1 %(0.5)%0.3 %
Non-deductible (gains) losses on investments0.1 %(1.6)%0.2 %
Non-taxable (gains) losses on investments0.3 %0.9 %0.1 %
Tax Cuts and Jobs Act0 %0 %(0.1)%
Other0.2 %1.1 %(0.6)%
Effective income tax rate19.2 %23.2 %23.1 %
_________________________

•Amounts round to less than 0.1%.
Deferred income taxes represent the tax effects of the temporary differences between book and tax bases and are measured using enacted tax rates that will be in effect when such items are expected to reverse. The Company 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 income tax asset is included in other assets on the consolidated statements of financial condition.
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COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Significant components of the Company’s net deferred income tax asset consist of the following:
At December 31,
(in thousands)20232022
Deferred income tax assets:  
Stock-based compensation$8,625 $7,611 
Lease liabilities31,882 33,063 
Realized losses on investments1,713 1,624 
Net unrealized losses on investments1,264 552 
Other342 542 
43,826 43,392 
Less: valuation allowance(3,419)(2,698)
40,407 40,694 
Deferred income tax liabilities:
Right-of-use assets(22,979)(32,507)
Property and equipment depreciation(9,788)— 
(32,767)(32,507)
Net deferred income tax asset$7,640 $8,187 
At December 31,
(in thousands)20202019
Deferred income tax assets (liabilities):  
Stock-based compensation$5,329 $5,310 
Realized losses on investments3,567 4,218 
Dividend equivalents on unvested restricted stock units1,735 1,725 
Net unrealized (gains) losses on investments(1,364)(1,632)
Deferred compensation52 290 
Deferred rent904 1,205 
Other(530)(824)
Subtotal9,693 10,292 
Less: valuation allowance(2,698)(3,201)
Deferred income tax asset—net$6,995 $7,091 

At December 31, 2023, the Company revised the prior year presentation of amounts related to its lease liabilities and right-of-use assets in the table above.

The Company had capital loss carryforwards of approximately $14,311,000$7.1 million and $17,027,000$6.8 million for the years ended December 31, 20202023 and 20192022, respectively, which, if unused, will expire in years 20212024 to 2025.2028. The valuation allowance on the net deferred income tax asset decreasedincreased by approximately $503,000$0.7 million during the year ended December 31, 2020.2023.
At December 31, 2020,2023, the Company had approximately $13,616,000$2.5 million of total gross unrecognized tax benefits. Of this total, approximately $10,027,000$2.0 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 reasonably possible that it will reduce its net unrecognized tax benefits by $9,000,000 to $10,000,000$0.1 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:
F-27
(in thousands)
Liability for Unrecognized Tax Benefits
Gross unrecognized tax benefits balance at January 1, 2018$12,406 
Addition for tax positions of current year2,233 
Reduction of tax positions from prior years(2,602)
Gross unrecognized tax benefits balance at December 31, 2018$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 
The Company records potential interest and penalties related to uncertain tax positions in the provision for income taxes. At December 31, 2020 and 2019, the Company had approximately $6,778,000 and $3,179,000, respectively, in potential interest and penalties associated with uncertain tax positions.
The tax years 2013 through 2020 remain open to examination by various taxing jurisdictions.
F-29



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

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, 2021$13,616 
Addition for tax positions of current year4,092 
Reduction for tax positions from prior years(7,322)
Gross unrecognized tax benefits balance at December 31, 2021$10,386 
Addition for tax positions of current year958 
Reduction for tax positions from prior years(6,367)
Gross unrecognized tax benefits balance at December 31, 2022$4,977 
Addition for tax positions of current year1,076 
Reduction for tax positions from prior years(116)
Reduction related to settlements with taxing authorities(3,156)
Reduction related to lapse of statue of limitations(250)
Gross unrecognized tax benefits balance at December 31, 2023$2,531 
The Company records potential interest and penalties related to uncertain tax positions in the provision for income taxes. At December 31, 2023 and 2022, the Company had $0.2 million and $0.9 million, respectively, in potential interest and penalties associated with uncertain tax positions.
The tax years 2017 through 2022 remain open to examination by various taxing jurisdictions.
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 $8,432,000 at December 31, 2017, which reflected a one-time tax on deemed repatriated accumulated earnings and profits of the Company’s foreign subsidiaries. Based on refinement of the calculation, the Company adjusted its transition tax liability from $8,432,000 at December 31, 2017 to $8,310,000 during the second quarter of 2018.$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, 20202023 and 2019.2022.
The following table summarizes the remaining transition tax liability at December 31, 20202023 (in thousands):
2021$665 
2022665 
20231,246 
20241,662 
20252,077 
$6,315 

In addition to the transition tax, the Tax Act requires certain income earned by foreign subsidiaries, referred to as global intangible low-taxed income (GILTI), be included in the U.S. taxable income of the parent company. GILTI requires an accounting policy election to either (1) treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred or (2) factor such amounts into the measurement of deferred taxes. The Company has made an accounting policy election to account for any additional tax resulting from the GILTI provisions in the year in which it is incurred. Based upon its calculation, the Company was not required to record any material income tax expense attributable to the GILTI provisions for the year ended December 31, 2020.
2024$1,662 
20252,077 
$3,739 
15.16. Goodwill and Intangible Assets
The following table summarizes the changes in the Company’s goodwill and non-amortizedindefinite-lived intangible assets:
(in thousands)(in thousands)Goodwill
Indefinite-Lived
Intangible Assets
Balance at January 1, 2019$18,501 $1,250 
(in thousands)
(in thousands)Goodwill
Indefinite-Lived
Intangible Assets
Balance at January 1, 2022
Currency revaluationCurrency revaluation(191)— 
Balance at December 31, 2019$18,310 $1,250 
Balance at December 31, 2022
Balance at December 31, 2022
Balance at December 31, 2022
Currency revaluationCurrency revaluation935 — 
Balance at December 31, 2020$19,245 $1,250 
Balance at December 31, 2023
Balance at December 31, 2023
Balance at December 31, 2023
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, 2023.

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

17. 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 operations:
Years Ended December 31,
(in thousands)202320222021
Operating lease cost$22,556 $12,148 $11,097 
Years Ended December 31,
(in thousands)202020192018
Operating lease cost$11,247 $11,495 $11,552 
Supplemental information related to operating leases is summarized below:
Years Ended December 31,
(in thousands)202320222021
Supplemental cash flow information:
Cash paid for amounts included in the measurement of lease liabilities$12,041 $12,271 $12,303 
Supplemental non-cash information:
Right-of-use assets obtained in exchange for new lease liabilities8,251 126,230 1,149 
Other information related to operating leases is summarized below:
Years Ended December 31,
202320222021
Weighted-average remaining lease term (years)15152
Weighted-average discount rate6.0 %5.7 %2.7 %
The following table summarizes the maturities of lease liabilities at December 31, 2023 (in thousands):
Year Ending December 31,Operating Leases
2024$9,210 
202513,596 
202614,291 
202714,274 
202814,086 
Thereafter153,355 
Total lease payments218,812 
Less: interest(78,404)
Present value of lease payments$140,408 





F-30F-29




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

Supplemental information related to operating leases is summarized below:
Years Ended December 31,
(in thousands)202020192018
Supplemental cash flow information:
Cash paid for amounts included in the measurement of lease liabilities$12,408 $12,365 $11,709 
Supplemental non-cash information:
Right-of-use assets obtained in exchange for new lease liabilities3,026 0 614 
Other information related to operating leases is summarized below:
Years Ended December 31,
202020192018
Weighted-average remaining lease term (years)345
Weighted-average discount rate2.8 %2.8 %2.8 %
The following table summarizes the maturities of lease liabilities at December 31, 2020 (in thousands):
Year Ending December 31,Operating Leases
2021$12,173 
202211,875 
202311,428 
2024966 
Total remaining undiscounted lease payments36,442 
Less: imputed interest1,516 
Total remaining discounted lease payments$34,926 

17. Concentration of Credit Risk18. Concentrations
The Company’s cash and cash equivalents are principally on deposit with major financial institutions. The Company is subject to credit risk should these financial institutions be unable to fulfill their obligations.
The following affiliated funds provided 10% or more of the total revenue of the Company:
 Years Ended December 31,
(in thousands, except percentages)202020192018
Cohen & Steers Preferred Securities and Income Fund, Inc. (CPX):
Investment advisory and administration fees$69,197 $56,638 $53,059 
Distribution and service fees13,499 12,753 13,525 
Total$82,696 $69,391 $66,584 
Percent of total revenue19.3 %16.9 %17.5 %
Cohen & Steers Real Estate Securities Fund, Inc. (CSI):
Investment advisory and administration fees$38,961 $41,971 $31,759 
Distribution and service fees6,943 8,128 6,841 
Total$45,904 $50,099 $38,600 
Percent of total revenue10.7 %12.2 %10.1 %

F-31



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

18. Selected Quarterly Financial Data (unaudited)
The following table presents selected quarterly financial data:
Quarter
(in thousands, except per share data)1st2nd3rd4thTotal
2020     
Revenue$105,830 $94,087 $111,159 $116,460 $427,536 
Operating income (loss)28,369 35,295 43,307 (11,914)95,057 
Net income (loss) attributable to common stockholders20,572 28,520 31,904 (4,412)76,584 
Earnings (loss) per share attributable to common stockholders:     
Basic0.43 0.60 0.67 (0.09)1.60 
Diluted0.42 0.59 0.66 (0.09)1.57 
Weighted-average shares outstanding:     
Basic47,651 47,826 47,855 47,867 47,800 
Diluted48,591 48,572 48,681 48,857 48,676 
2019     
Revenue$94,226 $101,792 $104,965 $109,847 $410,830 
Operating income35,435 38,104 40,133 46,462 160,134 
Net income attributable to common stockholders32,543 31,333 34,017 36,728 134,621 
Earnings per share attributable to common stockholders:     
Basic0.69 0.66 0.72 0.78 2.85 
Diluted0.68 0.65 0.70 0.75 2.79 
Weighted-average shares outstanding:     
Basic47,146 47,304 47,316 47,324 47,273 
Diluted47,642 48,175 48,412 48,703 48,297 

 Years Ended December 31,
(in thousands, except percentages)202320222021
Cohen & Steers Preferred Securities and Income Fund, Inc. (CPX):
Investment advisory and administration fees$57,428 $74,683 $88,705 
Distribution and service fees9,526 12,549 15,279 
Total$66,954 $87,232 $103,984 
Percent of total revenue13.7 %15.4 %17.8 %
Cohen & Steers Real Estate Securities Fund, Inc. (CSI):
Investment advisory and administration fees$49,862 $54,973 $53,250 
Distribution and service fees7,460 8,313 8,658 
Total$57,322 $63,286 $61,908 
Percent of total revenue11.7 %11.2 %10.6 %
Cohen & Steers Realty Shares, Inc. (CSR):   
Investment advisory and administration fees$39,025 $52,499 $55,402 
Distribution and service fees5,197 7,048 7,279 
Total$44,222 $59,547 $62,681 
Percent of total revenue9.0 %10.5 %10.7 %
19. 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.
On February 25, 2021, CNS22, 2024, the Company declared a quarterly dividend on its common stock in the amount of $0.45$0.59 per share. This dividend will be payable on March 18, 202114, 2024 to stockholders of record at the close of business on March 8, 2021.4, 2024.
F-32F-30