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COHEN & STEERS, INC. (CNS)

CIK: 0001284812. SIC: 6282 Investment Advice. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Finance, Insurance, And Real Estate > Security And Commodity Brokers, Dealers, Exchanges, And Services > SIC 6282 Investment Advice

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1284812. Latest filing source: 0001284812-26-000011.

Informational only - descriptive public-record data, not investment advice.

Business

Read CNS's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read CNS's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue556,116,000USD20252026-02-27
Net income153,217,000USD20252026-02-27
Assets876,694,000USD20252026-02-27

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001284812.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue351,497,000378,696,000381,111,000410,830,000427,536,000583,832,000566,906,000489,637,000517,417,000556,116,000
Net income92,936,00091,939,000113,896,000134,621,00076,584,000211,396,000171,042,000129,049,000151,265,000153,217,000
Operating income135,511,000154,746,000147,038,000160,134,00095,057,000260,372,000215,938,000164,477,000172,877,000177,736,000
Diluted EPS2.001.962.402.791.574.313.472.602.972.97
Operating cash flow114,958,00064,253,00072,598,000141,445,00089,186,000242,901,00061,680,000171,961,00096,689,000-120,444,000
Capital expenditures10,183,0003,242,0003,470,0002,752,0002,502,0002,695,0004,223,00056,986,00011,651,0005,979,000
Dividends paid70,825,00098,313,000178,879,000162,705,000122,489,000147,555,000107,352,000112,446,000119,181,000126,924,000
Share buybacks8,040,0009,141,00010,599,00010,408,00025,937,00022,592,00026,815,00021,536,00021,106,00028,416,000
Assets333,728,000410,125,000481,039,000402,419,000348,453,000492,687,000673,379,000736,554,000812,366,000876,694,000
Liabilities67,061,00086,794,000144,201,000135,304,000123,549,000148,361,000246,436,000243,907,000237,463,000242,846,000
Stockholders' equity265,814,000275,536,000222,646,000213,703,000174,239,000255,183,000337,554,000381,228,000511,711,000561,953,000
Cash and cash equivalents183,234,000193,452,00092,733,000101,352,00041,232,000184,373,000247,418,000187,442,000182,974,000145,452,000
Free cash flow104,775,00061,011,00069,128,000138,693,00086,684,000240,206,00057,457,000114,975,00085,038,000-126,423,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2016201720182019202020212022202320242025
Net margin26.44%24.28%29.89%32.77%17.91%36.21%30.17%26.36%29.23%27.55%
Operating margin38.55%40.86%38.58%38.98%22.23%44.60%38.09%33.59%33.41%31.96%
Return on equity34.96%33.37%51.16%62.99%43.95%82.84%50.67%33.85%29.56%27.27%
Return on assets27.85%22.42%23.68%33.45%21.98%42.91%25.40%17.52%18.62%17.48%
Liabilities / equity0.250.320.650.630.710.580.730.640.460.43

Industry Peer Context

Each number-line places CNS against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

CNS Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6282; peer count 34.CNS Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6282; peer count 34.34 SIC peersMin -46.9%Median 15.3%Max 59.0%CNS 27.6%

Operating margin peer context

CNS Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6282; peer count 20.CNS Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6282; peer count 20.20 SIC peersMin -29.0%Median 21.8%Max 37.7%CNS 32.0%

ROE peer context

CNS ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6282; peer count 34.CNS ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6282; peer count 34.34 SIC peersMin -100.1%Median 15.5%Max 168.1%CNS 27.3%

ROA peer context

CNS ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6282; peer count 35.CNS ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6282; peer count 35.35 SIC peersMin -10.2%Median 4.8%Max 18.4%CNS 17.5%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

CNS FY2025 free cash flow bridge from reported figures.CNS FY2025 free cash flow bridge from reported figures.CNS free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount-$250.0M$0.0B$250.0M-$120.4MOperating cash flow-$6.0MCapex-$126.4MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001284812-26-000011; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001284812-26-000011; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001284812-26-000011; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

CNS revenue, last 5 periods. Source: SEC companyfacts FY2025.CNS revenue, last 5 periods. Source: SEC companyfacts FY2025.CNS RevenueLatest point: FY2025 = $556.1MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001284812-26-000011; filed 2026-02-27. Concept: RevenueFromContractWithCustomerIncludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax.

CNS net income, last 5 periods. Source: SEC companyfacts FY2025.CNS net income, last 5 periods. Source: SEC companyfacts FY2025.CNS Net incomeLatest point: FY2025 = $153.2MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001284812-26-000011; filed 2026-02-27. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

CNS operating income, last 5 periods. Source: SEC companyfacts FY2025.CNS operating income, last 5 periods. Source: SEC companyfacts FY2025.CNS Operating incomeLatest point: FY2025 = $177.7MSource: SEC companyfacts FY2025.Fiscal yearOperating income$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001284812-26-000011; filed 2026-02-27. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.

CNS diluted eps, last 5 periods. Source: SEC companyfacts FY2025.CNS diluted eps, last 5 periods. Source: SEC companyfacts FY2025.CNS Diluted EPSLatest point: FY2025 = $2.97/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$3.00/share$6.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001284812-26-000011; filed 2026-02-27. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

CNS operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.CNS operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.CNS Operating cash flowLatest point: FY2025 = -$120.4MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow-$250.0M$0.0B$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001284812-26-000011; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

CNS capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.CNS capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.CNS Capital expendituresLatest point: FY2025 = $6.0MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001284812-26-000011; filed 2026-02-27. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

CNS dividends paid, last 5 periods. Source: SEC companyfacts FY2025.CNS dividends paid, last 5 periods. Source: SEC companyfacts FY2025.CNS Dividends paidLatest point: FY2025 = $126.9MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001284812-26-000011; filed 2026-02-27. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

CNS share buybacks, last 5 periods. Source: SEC companyfacts FY2025.CNS share buybacks, last 5 periods. Source: SEC companyfacts FY2025.CNS Share buybacksLatest point: FY2025 = $28.4MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001284812-26-000011; filed 2026-02-27. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

CNS assets, last 5 periods. Source: SEC companyfacts FY2025.CNS assets, last 5 periods. Source: SEC companyfacts FY2025.CNS AssetsLatest point: FY2025 = $876.7MSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$500.0M$1.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001284812-26-000011; filed 2026-02-27. Concept: Assets. Source concepts: us-gaap:Assets.

CNS liabilities, last 5 periods. Source: SEC companyfacts FY2025.CNS liabilities, last 5 periods. Source: SEC companyfacts FY2025.CNS LiabilitiesLatest point: FY2025 = $242.8MSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001284812-26-000011; filed 2026-02-27. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

CNS stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.CNS stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.CNS Stockholders' equityLatest point: FY2025 = $562.0MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001284812-26-000011; filed 2026-02-27. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

CNS cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.CNS cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.CNS Cash and cash equivalentsLatest point: FY2025 = $145.5MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001284812-26-000011; filed 2026-02-27. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

CNS free cash flow, last 5 periods. Source: SEC companyfacts FY2025.CNS free cash flow, last 5 periods. Source: SEC companyfacts FY2025.CNS Free cash flowLatest point: FY2025 = -$126.4MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow-$250.0M$0.0B$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001284812-26-000011; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001284812.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q12022-03-310.85reported discrete quarter
2022-Q22022-06-301.06reported discrete quarter
2022-Q32022-09-300.90reported discrete quarter
2023-Q22023-06-30120,630,00031,778,0000.64reported discrete quarter
2023-Q32023-09-30123,737,00032,140,0000.65reported discrete quarter
2023-Q42023-12-31119,188,00029,817,000derived Q4 = FY annual - nine-month YTD
2023-Q12024-03-31122,710,00034,004,0000.68reported discrete quarter
2024-Q22024-06-30121,721,00031,771,0000.63reported discrete quarter
2024-Q32024-09-30133,203,00039,668,0000.77reported discrete quarter
2024-Q42024-12-31139,783,00045,822,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31134,467,00039,778,0000.77reported discrete quarter
2025-Q22025-06-30136,126,00036,849,0000.72reported discrete quarter
2025-Q32025-09-30141,720,00041,711,0000.81reported discrete quarter
2025-Q42025-12-31143,803,00034,879,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31145,639,00042,368,0000.82reported discrete quarter

Quarterly Charts

CNS quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.CNS quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.CNS Quarterly RevenueLatest point: 2026-Q1 = $145.6MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42023-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001284812-26-000045; filed 2026-05-01. Concept: RevenueFromContractWithCustomerIncludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax.

CNS quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.CNS quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.CNS Quarterly Net incomeLatest point: 2026-Q1 = $42.4MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42023-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001284812-26-000045; filed 2026-05-01. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

CNS quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.CNS quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.CNS Quarterly Diluted EPSLatest point: 2026-Q1 = $0.82/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$0.75/share$1.50/share2022-Q12022-Q22022-Q32023-Q22023-Q32023-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001284812-26-000045; filed 2026-05-01. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001284812-26-000045.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-01. Report date: 2026-03-31.

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

Set forth on the following pages is management's discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2026 and 2025. Such information should be read in conjunction with our condensed consolidated financial statements and the related notes included herein. The condensed consolidated financial statements of the Company are unaudited. When we use the terms "Cohen & Steers," the "Company," "we," "us" and "our," we mean Cohen & Steers, Inc., a Delaware corporation, and its consolidated subsidiaries.

Executive Overview

General

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

Our primary investment strategies include U.S. real estate, preferred securities, including low duration preferred securities, private real estate solutions, global/international real estate, global listed infrastructure, real assets multi-strategy, and 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, including active exchange traded funds (ETFs), separate accounts and subadvised portfolios.

Our global distribution is concentrated in two channels: wealth and institutional. The wealth channel includes a variety of intermediaries such as global private banks, U.S. wirehouses, independent and regional broker dealers, bank trusts, registered investment advisers and discretionary portfolio managers using global custody or clearing platforms. The institutional channel comprises sovereign wealth funds, public and private pension and retirement plans, insurance companies, endowments, foundations, and global investment consultants who support these institutions.

Our revenue from the wealth channel is derived from investment advisory, administration, distribution and service fees from open-end and closed-end funds as well as other commingled vehicles including ETFs. Our revenue from the institutional channel is derived from fees received from our clients for managing advised and subadvised accounts. Our fees are based on contractually specified rates applied to the value of the assets we manage and, in certain cases, may include a performance-based fee. Investment advisory fee rates vary based on the vehicle, investment strategy, fees charged by other comparable products and prevailing market conditions. Investment administration fees from open-end funds and certain closed-end funds are designed to reimburse us for the cost of providing these services. The investment advisory and administration agreements are generally terminable upon specified notice periods and may also require a majority vote of the fund’s board of directors for certain contracts.

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 to or withdrawals from investor accounts and distributions. This revenue is recognized over the period that the assets are managed.

Macroeconomic Environment

Global economic conditions were volatile through the first quarter of 2026. Questions lingered on the impact of AI adoption on employment, private credit stress on economic growth and the listed markets, and most recently the impact of the war in the Middle East on commodities and economic inflation. Trade uncertainty remained high with the Administration’s hallmark policy regarding tariffs ruled unconstitutional by the Supreme Court. Central banks remained focused on balancing inflation risks against signs of moderating employment growth, and elevated policy uncertainty continued to weigh on market dynamics even as corporate fundamentals were relatively robust.

Despite these conditions, we continue to maintain our disciplined investment approach, supported by our portfolio management expertise and robust risk management framework. Our continued focus on prudent cost control and operational efficiency has supported our ability to navigate the evolving environment and respond to changing market conditions.

16

Investment Performance as of March 31, 2026

_________________________

(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)    © 2026 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 March 31, 2026. 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.

Assets Under Management

Below is a discussion of our assets under management for the quarter ended March 31, 2026. For additional details, please refer to the tables on pages 19 - 22.

Assets under management as of March 31, 2026 increased 6.3% to $93.1 billion from $87.6 billion as of March 31, 2025.

Open-end funds

Assets under management in open-end funds as of March 31, 2026 increased 6.0% to $44.8 billion from $42.3 billion as of March 31, 2025. Activity during the first quarter of 2026 included:

•Net inflows of $555 million including $224 million into U.S. real estate, $156 million into preferred securities and $147 million into real assets multi-strategy (included in "Other");

17

•Market appreciation of $1.2 billion including $858 million from U.S. real estate; and

•Distributions of $306 million including $168 million from U.S. real estate and $133 million from preferred securities, of which $254 million was reinvested and included in net flows.

Institutional accounts

Assets under management in institutional accounts as of March 31, 2026 increased 6.3% to $36.0 billion from $33.9 billion as of March 31, 2025. Activity during the first quarter of 2026 included:

Advisory accounts:

•Net inflows of $210 million including $101 million into global listed infrastructure and $79 million into global/international real estate; and

•Market appreciation of $626 million including $380 million from global listed infrastructure and $224 million from U.S. real estate.

Subadvisory accounts:

•Net outflows of $269 million including $250 million from U.S. real estate;

•Market appreciation of $558 million including $306 million from U.S. real estate and $216 million from global listed infrastructure; and

•Distributions of $156 million including $147 million from U.S. real estate.

Closed-end funds

Assets under management in closed-end funds as of March 31, 2026 increased 7.6% to $12.3 billion from $11.4 billion as of March 31, 2025. Activity during the first quarter of 2026 included:

•Market appreciation of $375 million including $334 million from global listed infrastructure; and

•Distributions of $165 million.

18

Assets Under Management

By Investment Vehicle

(in millions)

Three Months Ended March 31,
20262025
Open-end Funds
Assets under management, beginning of period$43,437$40,962
Inflows3,3583,519
Outflows(2,803)(2,934)
Net inflows (outflows)555585
Market appreciation (depreciation)1,1551,033
Distributions(306)(282)
Total increase (decrease)1,4041,336
Assets under management, end of period$44,841$42,298
Average assets under management$45,279$41,801
Institutional Accounts
Assets under management, beginning of period$35,060$33,563
Inflows1,1031,100
Outflows(1,162)(1,466)
Net inflows (outflows)(59)(366)
Market appreciation (depreciation)1,184853
Distributions(156)(164)
Total increase (decrease)969323
Assets under management, end of period$36,029$33,886
Average assets under management$36,714$33,623
Closed-end Funds
Assets under management, beginning of period$12,047$11,289
Inflows13
Outflows
Net inflows (outflows)13
Market appreciation (depreciation)375257
Distributions(165)(154)
Total increase (decrease)211106
Assets under management, end of period$12,258$11,395
Average assets under management$12,368$11,354
Total
Assets under management, beginning of period$90,544$85,814
Inflows4,4624,622
Outflows(3,965)(4,400)
Net inflows (outflows)497222
Market appreciation (depreciation)2,7142,143
Distributions(627)(600)
Total increase (decrease)2,5841,765
Assets under management, end of period$93,128$87,579
Average assets under management$94,361$86,778

19

Assets Under Management - Institutional Accounts

By Account Type

(in millions)

[[GREPCENT_TABLE]]
[["","Three Months Ended March 31,"],[

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

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. 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.

The following discussion includes a comparison of our results for 2025 and 2024. For a comparison of our results for 2024 and 2023, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 21, 2025, and is incorporated herein by reference.

Executive Overview

General

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

Refer to Part I. Item 1 Business Overview for an overview of our business.

Macroeconomic Environment

Global economic conditions remained volatile throughout 2025, with heightened uncertainty persisting into the fourth quarter. Fiscal policy shifts, evolving monetary strategies, and ongoing trade tensions continued to shape the macroeconomic landscape. Key developments included the passage of new U.S. tax legislation, the Federal Reserve’s initiation of an interest rate cutting cycle, historically large revisions to economic data, and the longest U.S. government shutdown on record. These factors, combined with diverging policy responses across major economies, influenced investor sentiment and drove significant asset flows across regions and sectors. Central banks remained focused on balancing inflation risks against mounting evidence of slowing growth, while elevated trade and policy uncertainty added further complexity to the operating environment.

Despite these challenges, we maintained our disciplined approach, leveraging our portfolio management expertise and robust risk management framework. Our continued emphasis on prudent cost control and operational efficiency has positioned us to navigate this complex environment and adapt to evolving market conditions.

21

Investment Performance as of December 31, 2025

_________________________

(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)    © 2026 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, 2025. 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.

22

Assets Under Management

Below is a discussion of our assets under management as of December 31, 2025. For additional details, please refer to the tables on pages 24 - 27.

Assets under management as of December 31, 2025 increased 5.5% to $90.5 billion from $85.8 billion as of December 31, 2024. The increase was due to net inflows of $1.5 billion and market appreciation of $6.1 billion, partially offset by distributions of $2.9 billion.

Open-end funds

Assets under management in open-end funds as of December 31, 2025 increased 6.0% to $43.4 billion from $41.0 billion as of December 31, 2024. The change was primarily due to:

•Net inflows of $1.7 billion including $1.2 billion into U.S. real estate, $354 million into real assets multi-strategy (included in "Other") and $333 million into global listed infrastructure, partially offset by net outflows of $582 million from preferred securities;

•Market appreciation of $2.4 billion including $862 million from U.S. real estate, $814 million from preferred securities and $295 million from global/international real estate; and

•Distributions of $1.6 billion including $765 million from U.S. real estate and $524 million from preferred securities, of which $1.1 billion was reinvested and included in net flows.

Institutional accounts

Assets under management in institutional accounts as of December 31, 2025 increased 4.5% to $35.1 billion from $33.6 billion as of December 31, 2024. The change was primarily due to:

Advisory accounts:

•Net outflows of $324 million including $316 million from real assets multi-strategy (included in "Other"); and

•Market appreciation of $1.8 billion including $702 million from global/international real estate, $522 million from global listed infrastructure and $310 million from U.S. real estate.

Subadvisory accounts:

•Net outflows of $417 million including $776 million from U.S. real estate and $308 million from global/international real estate, partially offset by net inflows of $709 million into global listed infrastructure;

•Market appreciation of $1.0 billion including $458 million from global/international real estate, $286 million from global listed infrastructure and $269 million from U.S. real estate; and

•Distributions of $667 million including $638 million from U.S. real estate.

Closed-end funds

Assets under management in closed-end funds as of December 31, 2025 increased 6.7% to $12.0 billion from $11.3 billion as of December 31, 2024. The change was primarily due to:

•Net inflows of $621 million including $513 million attributable to the Cohen & Steers Infrastructure Fund, Inc. (UTF) rights offering, including leverage;

•Market appreciation of $775 million including $383 million from global listed infrastructure and $227 million from preferred securities; and

•Distributions of $638 million including $227 million from U.S. real estate and $199 million from preferred securities.

23

Assets Under Management

By Investment Vehicle

(in millions)

Years Ended December 31,
202520242023
Open-end Funds
Assets under management, beginning of period$40,962$37,032$36,903
Inflows13,22614,23911,937
Outflows(11,575)(11,435)(13,614)
Net inflows (outflows)1,6512,804(1,677)
Market appreciation (depreciation)2,4432,3883,231
Distributions(1,559)(1,262)(1,265)
Transfers(60)(160)
Total increase (decrease)2,4753,930129
Assets under management, end of period$43,437$40,962$37,032
Average assets under management$42,847$39,090$36,159
Institutional Accounts
Assets under management, beginning of period$33,563$35,028$32,373
Inflows4,3533,6962,985
Outflows(5,094)(6,684)(3,225)
Net inflows (outflows)(741)(2,988)(240)
Market appreciation (depreciation)2,8452,2163,626
Distributions(667)(693)(891)
Transfers60160
Total increase (decrease)1,497(1,465)2,655
Assets under management, end of period$35,060$33,563$35,028
Average assets under management$34,216$33,499$32,878
Closed-end Funds
Assets under management, beginning of period$11,289$11,076$11,149
Inflows6211317
Outflows(91)
Net inflows (outflows)62113(74)
Market appreciation (depreciation)775816617
Distributions(638)(616)(616)
Total increase (decrease)758213(73)
Assets under management, end of period$12,047$11,289$11,076
Average assets under management$11,578$11,278$10,854
Total
Assets under management, beginning of period$85,814$83,136$80,425
Inflows18,20017,94814,939
Outflows(16,669)(18,119)(16,930)
Net inflows (outflows)1,531(171)(1,991)
Market appreciation (depreciation)6,0635,4207,474
Distributions(2,864)(2,571)(2,772)
Total increase (decrease)4,7302,6782,711
Assets under management, end of period$90,544$85,814$83,136
Average assets under management$88,641$83,867$79,891

24

Assets Under Management - Institutional Accounts

By Account Type

(in millions)

Years Ended December 31,
202520242023
Advisory
Assets under management, beginning of period$19,272$20,264$18,631
Inflows2,6032,1871,407
Outflows(2,927)(4,401)(1,860)
Net inflows (outflows)(324)(2,214)(453)
Market appreciation (depreciation)1,8111,2221,926
Transfers84160
Total increase (decrease)1,571(992)1,633
Assets under management, end of period$20,843$19,272$20,264
Average assets under management$19,996$18,998$18,798
Subadvisory
Assets under management, beginning of period$14,291$14,764$13,742
Inflows1,7501,5091,578
Outflows(2,167)(2,283)(1,365)
Net inflows (outflows)(417)(774)213
Market appreciation (depreciation)1,0349941,700
Distributions(667)(693)(891)
Transfers(24)
Total increase (decrease)(74)(473)1,022
Assets under management, end of period$14,217$14,291$14,764
Average assets under management$14,220$14,501$14,080
Total Institutional Accounts
Assets under management, beginning of period$33,563$35,028$32,373
Inflows4,3533,6962,985
Outflows(5,094)(6,684)(3,225)
Net inflows (outflows)(741)(2,988)(240)
Market appreciation (depreciation)2,8452,2163,626
Distributions(667)(693)(891)
Transfers60160
Total increase (decrease)1,497(1,465)2,655
Assets under management, end of period$35,060$33,563$35,028
Average assets under management$34,216$33,499$32,878

25

Assets Under Management

By Investment Strategy

(in millions)

Years Ended December 31,
202520242023
U.S. Real Estate
Assets under management, beginning of period$42,930$38,550$35,108
Inflows9,05910,0977,077
Outflows(8,354)(7,031)(6,521)
Net inflows (outflows)7053,066556
Market appreciation (depreciation)1,5392,7654,495
Distributions(1,629)(1,454)(1,679)
Transfers(42)370
Total increase (decrease)5734,3803,442
Assets under management, end of period$43,503$42,930$38,550
Average assets under management$43,567$40,607$36,034
Preferred Securities
Assets under management, beginning of period$18,330$18,164$19,767
Inflows3,4274,1034,997
Outflows(4,187)(4,768)(6,890)
Net inflows (outflows)(760)(665)(1,893)
Market appreciation (depreciation)1,2231,5521,029
Distributions(722)(717)(739)
Transfers10(4)
Total increase (decrease)(249)166(1,603)
Assets under management, end of period$18,081$18,330$18,164
Average assets under management$18,166$18,458$18,439
Global/International Real Estate
Assets under management, beginning of period$13,058$15,789$14,782
Inflows1,9102,1041,529
Outflows(2,068)(4,772)(1,975)
Net inflows (outflows)(158)(2,668)(446)
Market appreciation (depreciation)1,456431,616
Distributions(115)(107)(93)
Transfers321(70)
Total increase (decrease)1,215(2,731)1,007
Assets under management, end of period$14,273$13,058$15,789
Average assets under management$13,798$13,651$14,899

26

Assets Under Management

By Investment Strategy - continued

(in millions)

Years Ended December 31,
202520242023
Global Listed Infrastructure
Assets under management, beginning of period$8,793$8,356$8,596
Inflows2,733640487
Outflows(1,137)(870)(725)
Net inflows (outflows)1,596(230)(238)
Market appreciation (depreciation)1,364900204
Distributions(267)(233)(206)
Transfers(30)
Total increase (decrease)2,663437(240)
Assets under management, end of period$11,456$8,793$8,356
Average assets under management$10,069$8,717$8,291
Other
Assets under management, beginning of period$2,703$2,277$2,172
Inflows1,0711,004849
Outflows(923)(678)(819)
Net inflows (outflows)14832630
Market appreciation (depreciation)481160130
Distributions(131)(60)(55)
Transfers30
Total increase (decrease)528426105
Assets under management, end of period$3,231$2,703$2,277
Average assets under management$3,041$2,434$2,228
Total
Assets under management, beginning of period$85,814$83,136$80,425
Inflows18,20017,94814,939
Outflows(16,669)(18,119)(16,930)
Net inflows (outflows)1,531(171)(1,991)
Market appreciation (depreciation)6,0635,4207,474
Distributions(2,864)(2,571)(2,772)
Total increase (decrease)4,7302,6782,711
Assets under management, end of period$90,544$85,814$83,136
Average assets under management$88,641$83,867$79,891

27

Summary of Operating Results

(in thousands, except percentages and per share data)Years Ended December 31,
202520242023
U.S. GAAP
Revenue$556,116$517,417$489,637
Expenses$378,380$344,540$325,160
Operating income$177,736$172,877$164,477
Net income attributable to common stockholders$153,217$151,265$129,049
Diluted earnings per share$2.97$2.97$2.60
Operating margin32.0%33.4%33.6%
As Adjusted (1)
Net income attributable to common stockholders$159,115$149,286$140,511
Diluted earnings per share$3.09$2.93$2.84
Operating margin35.2%35.4%36.2%

_________________________

(1)Refer to pages 31-32 for reconciliations of U.S. GAAP to as adjusted results.

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

Revenue

(in thousands)Years Ended December 31,
20252024$ Change% Change
Investment advisory and administration fees
Open-end funds$288,898$258,010$30,88812.0%
Institutional accounts132,708129,072$3,6362.8%
Closed-end funds103,22899,977$3,2513.3%
Total524,834487,059$37,7757.8%
Distribution and service fees29,33828,142$1,1964.2%
Other1,9442,216$(272)(12.3)%
Total revenue$556,116$517,417$38,6997.5%

Investment advisory and administration revenue increased from the year ended December 31, 2024, primarily due to higher average assets under management.

Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annual effective fee rate of 67.4 bps and 66.0 bps for the years ended December 31, 2025 and 2024, respectively.

Total investment advisory revenue from institutional accounts compared with average assets under management implied an annual effective fee rate of 38.8 bps and 38.5 bps for the years ended December 31, 2025 and 2024, respectively. Excluding performance fees of $1.7 million and $1.4 million, the implied annual effective fee rate would have been 38.3 bps and 38.1 bps for the years ended December 31, 2025 and 2024, respectively.

Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annual effective fee rate of 89.2 bps and 88.7 bps for the years ended December 31, 2025 and 2024, respectively.

Distribution and service fees increased from the year ended December 31, 2024, primarily due to higher average assets under management in U.S. open-end funds, partially offset by a shift into lower fee paying share classes.

28

Expenses

(in thousands)Years Ended December 31,
20252024$ Change% Change
Employee compensation and benefits$224,466$217,980$6,4863.0%
Distribution and service fees72,89457,137$15,75727.6%
General and administrative71,23460,135$11,09918.5%
Depreciation and amortization9,7869,288$4985.4%
Total expenses$378,380$344,540$33,8409.8%

Employee compensation and benefits increased from the year ended December 31, 2024, primarily due to higher incentive compensation of $8.7 million and an increase in salaries of $2.2 million, partially offset by lower amortization of restricted stock units of $6.3 million.

Distribution and service fees expense increased from the year ended December 31, 2024, primarily due to $9.9 million of expenses related to the UTF rights offering and higher average assets under management in U.S. open-end funds.

General and administrative expenses increased from the year ended December 31, 2024, primarily due to expenses paid on behalf of certain Company-sponsored funds totaling $3.5 million, increased talent acquisition costs of $2.0 million, and fund organization cost related to the UTF rights offering of $1.5 million.

Operating Margin

Operating margin for the year ended December 31, 2025 decreased to 32.0% from 33.4% for the year ended December 31, 2024. Operating margin represents the ratio of operating income to revenue.

Non-operating Income (Loss)

(in thousands)Year Ended December 31, 2025
Consolidated Funds (1)Corporate - Seed and OtherTotal
Interest and dividend income$4,321$17,688$22,009
Gain (loss) from investments—net7,2771,4358,712
Foreign currency gain (loss)—net(253)(3,574)(3,827)
Total non-operating income (loss)11,34515,54926,894
Net (income) loss attributable to noncontrolling interests(4,181)(4,181)
Non-operating income (loss) attributable to the Company$7,164$15,549$22,713
(in thousands)Year Ended December 31, 2024
Consolidated Funds (1)Corporate - Seed and OtherTotal
Interest and dividend income$3,117$16,227$19,344
Gain (loss) from investments—net15,5731,00916,582
Foreign currency gain (loss)—net(578)1,316738
Total non-operating income (loss)18,11218,55236,664
Net (income) loss attributable to noncontrolling interests(11,527)(11,527)
Non-operating income (loss) attributable to the Company$6,585$18,552$25,137

_________________________

(1)Represents seed investments in funds that we are required to consolidate under U.S. GAAP.

29

Income Taxes

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

Years Ended December 31,
20252024
U.S. federal statutory tax rate21.0%21.0%
State and local income taxes, net of federal benefit3.02.7
Nontaxable or nondeductible items:
Nondeductible executive compensation1.91.2
Excess tax benefits related to the vesting and delivery of restricted stock units(1.6)(0.2)
Changes in unrecognized tax benefits(0.4)(0.4)
Valuation allowance(0.3)(0.7)
Foreign tax effects(0.2)*
Effect of cross-border tax laws0.1*
Effect of changes in tax laws or rates**
Other0.1%*
Effective income tax rate23.6%23.6%

_________________________

*    Percentage rounds to less than 0.1%

30

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

Management believes that use of the following as adjusted (non-GAAP) financial results provides greater transparency into the Company’s operating performance. In addition, these as adjusted financial results are used to prepare the Company's internal management reports that are used in evaluating its business. While management believes that these as adjusted financial results are useful in evaluating operating performance, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with U.S. GAAP.

Net Income Attributable to Common Stockholders and Diluted Earnings per Share

Years Ended December 31,
(in thousands, except per share data)202520242023
Net income attributable to common stockholders, U.S. GAAP$153,217$151,265$129,049
Seed investments—net (1)(6,391)(6,245)2,252
Accelerated vesting of restricted stock units3,2697,1341,318
Lease transition and other costs - 280 Park Avenue (2)8079,721
Fund launch and rights offering costs11,464
Other non-recurring expenses (3)6161,196
Foreign currency exchange (gains) losses—net (4)3,456(1,059)2,371
Tax effects of adjustments above(2,851)(2,020)(3,085)
Tax effects of discrete tax items (5)(3,665)(1,792)(1,115)
Net income attributable to common stockholders, as adjusted$159,115$149,286$140,511
Diluted weighted average shares outstanding51,52650,93849,553
Diluted earnings per share, U.S. GAAP$2.97$2.97$2.60
Seed investments—net (1)(0.12)(0.12)0.05
Accelerated vesting of restricted stock units0.060.140.03
Lease transition and other costs - 280 Park Avenue (2)0.020.20
Fund launch and rights offering costs0.22
Other non-recurring expenses (3)0.010.02
Foreign currency exchange (gains) losses—net (4)0.07(0.02)0.05
Tax effects of adjustments above(0.05)(0.04)(0.06)
Tax effects of discrete tax items (5)(0.07)(0.04)(0.03)
Diluted earnings per share, as adjusted$3.09$2.93$2.84

_________________________

*    Amounts round to less than $0.01 per share.

(1)Represents the impact of consolidated funds and the net effect of corporate seed investment performance.

(2)Represents the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024.

(3)Represents reimbursement of filing fees paid by certain members of senior leadership for the year ended December 31, 2025, and the impact of incremental expenses associated with the separation of certain employees for the year ended December 31, 2024.

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

(5)Includes excess tax benefits related to the vesting and delivery of restricted stock units and unrecognized tax benefit adjustments.

31

Revenue, Expenses, Operating Income and Operating Margin

Years Ended December 31,
(in thousands, except percentages)202520242023
Revenue, U.S. GAAP$556,116$517,417$489,637
Fund related amounts (1)(2,275)853(466)
Revenue, as adjusted$553,841$518,270$489,171
Expenses, U.S. GAAP$378,380344,540325,160
Fund related amounts (1)(4,333)(698)(2,021)
Accelerated vesting of restricted stock units(3,269)(7,134)(1,318)
Lease transition and other costs - 280 Park Avenue (2)(807)(9,721)
Fund launch and rights offering costs(11,464)
Other non-recurring expenses (3)(616)(1,196)
Expenses, as adjusted$358,698$334,705$312,100
Operating income, U.S. GAAP$177,736$172,877$164,477
Fund related amounts (1)2,0581,5511,555
Accelerated vesting of restricted stock units3,2697,1341,318
Lease transition and other costs - 280 Park Avenue (2)8079,721
Fund launch and rights offering costs11,464
Other non-recurring expenses (3)6161,196
Operating income, as adjusted$195,143$183,565$177,071
Operating margin, U.S. GAAP32.0%33.4%33.6%
Operating margin, as adjusted35.2%35.4%36.2%

_________________________

(1)Represents the impact of consolidated funds and expenses incurred on behalf of certain Company-sponsored funds.

(2)Represents the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024.

(3)Represents reimbursement of filing fees paid by certain members of senior leadership for the year ended December 31, 2025, and the impact of incremental expenses associated with the separation of certain employees for the year ended December 31, 2024.

Non-operating Income (Loss)

Years Ended December 31,
(in thousands)202520242023
Non-operating income (loss), U.S. GAAP$26,894$36,664$15,774
Seed investments—net (1)(12,630)(19,323)(6,863)
Foreign currency exchange (gains) losses—net (2)3,456(1,059)2,371
Non-operating income (loss), as adjusted$17,720$16,282$11,282

_________________________

(1)Represents the impact of consolidated funds and the net effect of corporate seed investment performance.

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

32

Changes in Financial Condition, Liquidity and Capital Resources

We seek to maintain a balance sheet that supports our business strategies and provides the appropriate amount of liquidity at all times.

Net liquid assets

Our current financial condition is highly liquid and is primarily comprised of cash and cash equivalents, U.S. Treasury securities, liquid seed investments and other current assets. Liquid assets are reduced by current liabilities (together, net liquid assets).

The table below summarizes net liquid assets:

(in thousands)December 31, 2025December 31, 2024
Cash and cash equivalents$145,452$182,974
U.S. Treasury securities109,480109,086
Liquid seed investments—net148,31568,858
Other current assets78,87475,959
Current liabilities(115,115)(105,396)
Net liquid assets$367,006$331,481

Cash and cash equivalents

Cash and cash equivalents are on deposit with major national financial institutions and include short-term, highly liquid investments, which are readily convertible into 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 trading investments.

Liquid seed investments—net

Liquid seed investments, recorded at fair value, are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Liquid seed investments include securities held directly for the purpose of establishing performance track records and the Company's economic interest in certain consolidated funds which are presented net of noncontrolling interests and seed investments in funds that are not consolidated.

Other current assets

Other current assets primarily represent investment advisory and administration fees receivable. We perform a review of our receivables on an ongoing basis to assess collectability and, based on our analysis as of December 31, 2025, no allowance for uncollectible accounts was required.

Current liabilities

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

Future liquidity needs

Our business may become capital intensive over time to support growth initiatives. Potential uses of capital range from, among other things, seeding new strategies and investment vehicles, co-investing in private real estate vehicles, funding the upfront costs associated with product offerings and making various investments to grow our firm infrastructure as our business scales. In order to provide us with additional financial flexibility to pursue these opportunities, we have a $100.0 million senior unsecured revolving credit facility maturing on August 15, 2029.

33

We have committed to invest up to a total of $175.0 million in certain of our investment vehicles, of which $74.3 million remained unfunded as of December 31, 2025. The timing for funding the remaining portion of our commitments is uncertain.

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)202520242023
Cash Flow Data:
Net cash provided by (used in) operating activities$(120,444)$96,689$171,961
Net cash provided by (used in) investing activities8,356(119,712)(114,776)
Net cash provided by (used in) financing activities73,83718,167(119,052)
Net increase (decrease) in cash and cash equivalents(38,251)(4,856)(61,867)
Effect of foreign exchange rate changes on cash and cash equivalents1,693(1,585)2,756
Cash and cash equivalents, beginning of the period183,162189,603248,714
Cash and cash equivalents, end of the period$146,604$183,162$189,603

In 2025, cash and cash equivalents, excluding the effect of foreign exchange rate changes, decreased by $38.3 million when compared with 2024. 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 operating activities was $120.4 million, which included net purchases of investments by consolidated funds of $319.1 million. Net cash provided by investing activities was $8.4 million. Net cash provided by financing activities was $73.8 million, including net contributions from noncontrolling interests of $228.7 million, partially offset by dividends paid to stockholders of $126.9 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $28.4 million.

Contractual Obligations, Commitments and Contingencies

The following table summarizes our contractual obligations as of December 31, 2025:

(in thousands)20262027202820292030ThereafterTotal
Operating leases$15,390$15,604$15,334$15,147$15,110$123,665$200,250
Purchase obligations (1)7,4613,2472,0701,2961,3271,93717,338
Total$22,851$18,851$17,404$16,443$16,437$125,602$217,588

_________________________

(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.

Investment commitments

Refer to Note 14, Commitments and Contingencies, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing for further discussion.

Dividends

Subject to the approval of our board of directors, we anticipate paying dividends. When determining whether to pay a dividend, we consider 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 26, 2025, we declared a quarterly dividend on our common stock in the amount of $0.67 per share. This dividend will be payable on March 19, 2026 to stockholders of record at the close of business on March 9, 2026.

34

Net Capital Requirements

Several of our subsidiaries are subject to minimum net capital requirements by local laws and regulations. As of December 31, 2025, each of our subsidiaries subject to a minimum net capital requirement satisfied the applicable requirement. See Note 12, Regulatory Requirements, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing.

Critical Accounting Estimates

The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes the estimates used in preparing the consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates.

Our significant accounting policies are disclosed in Note 2, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing and should be read in conjunction with the summarized information below. Management considers the following accounting estimates 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 estimates were determined.

Valuation of Investments

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

We have retained an independent valuation services firm to assist in the determination of the fair value of certain of our private real estate investments. Each real property investment is valued 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 monitor the real property investments for events that we believe could 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 considering 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. 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 from, income tax expense as our estimated liabilities are revised, actual tax returns are filed and audits, if any, are settled. Such adjustments are recognized in the 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. We record a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized. 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.

35

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 Taxes (ASC 740), 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 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 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 included in Part IV, Item 15 of this filing.

36

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001284812-25-000087.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-21. Report date: 2024-12-31.

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. 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.

The following discussion includes a comparison of our results for 2024 and 2023. For a comparison of our results for 2023 and 2022, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 23, 2024, and is incorporated herein by reference.

Executive Overview

General

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

Refer to Part I. Item 1 Business Overview for an overview of our business.

Macroeconomic Environment

During 2024, global economic conditions remained complex, marked by varying levels of growth across regions and recalibrations to new political administrations. Global equity and fixed income markets reflected these dynamics, with investor sentiment fluctuating in response to monetary policy developments, inflation trends and geopolitical uncertainties. Despite these challenges, we continue to see investment opportunities across our asset classes. As a global asset manager, we navigated these macroeconomic conditions by leveraging our extensive portfolio management expertise, disciplined risk management framework and prudent cost control.

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Investment Performance as of December 31, 2024

_________________________

(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)    © 2025 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, 2024. 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.

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Assets Under Management

Below is a discussion of our assets under management at December 31, 2024. For additional details, please refer to the tables on pages 24 - 27.

Assets under management at December 31, 2024 increased 3.2% to $85.8 billion from $83.1 billion at December 31, 2023. The increase was due to market appreciation of $5.4 billion, partially offset by net outflows of $171 million and distributions of $2.6 billion.

Open-end funds

Assets under management in open-end funds at December 31, 2024 increased 10.6% to $41.0 billion from $37.0 billion at December 31, 2023. The change was primarily due to:

•Net inflows of $2.8 billion including $2.7 billion into U.S. real estate

•Market appreciation of $2.4 billion including $1.2 billion from U.S. real estate and $995 million from preferred securities

•Distributions of $1.3 billion including $598 million from U.S. real estate and $520 million from preferred securities, of which $962 million was reinvested and included in net flows

Institutional accounts

Assets under management in institutional accounts at December 31, 2024 decreased 4.2% to $33.6 billion from $35.0 billion at December 31, 2023. The change was primarily due to:

Advisory:

•Net outflows of $2.2 billion including $1.9 billion from global/international real estate

•Market appreciation of $1.2 billion including $576 million from U.S. real estate and $412 million from global listed infrastructure

Japan subadvisory accounts:

•Net outflows of $563 million including $292 million from global/international real estate and $233 million from U.S. real estate

•Market appreciation of $752 million including $661 million from U.S. real estate

•Distributions of $693 million including $647 million from U.S. real estate

Subadvisory accounts excluding Japan:

•Net outflows of $211 million including $297 million from global/international real estate, partially offset by net inflows of $134 million into U.S. real estate

•Market appreciation of $242 million including $110 million from global listed infrastructure and $108 million from U.S. real estate

Closed-end funds

Assets under management in closed-end funds at December 31, 2024 increased 1.9% to $11.3 billion from $11.1 billion at December 31, 2023. The change was primarily due to:

•Net inflows of $13 million

•Market appreciation of $816 million

•Distributions of $616 million

23

Assets Under Management

By Investment Vehicle

(in millions)

Years Ended December 31,
202420232022
Open-end Funds
Assets under management, beginning of period$37,032$36,903$50,911
Inflows14,23911,93717,939
Outflows(11,435)(13,614)(19,713)
Net inflows (outflows)2,804(1,677)(1,774)
Market appreciation (depreciation)2,3883,231(10,282)
Distributions(1,262)(1,265)(1,952)
Transfers(160)
Total increase (decrease)3,930129(14,008)
Assets under management, end of period$40,962$37,032$36,903
Average assets under management$39,090$36,159$43,202
Institutional Accounts
Assets under management, beginning of period$35,028$32,373$42,727
Inflows3,6962,9855,915
Outflows(6,684)(3,225)(6,357)
Net inflows (outflows)(2,988)(240)(442)
Market appreciation (depreciation)2,2163,626(8,927)
Distributions(693)(891)(985)
Transfers160
Total increase (decrease)(1,465)2,655(10,354)
Assets under management, end of period$33,563$35,028$32,373
Average assets under management$33,499$32,878$36,383
Closed-end Funds
Assets under management, beginning of period$11,076$11,149$12,991
Inflows1317575
Outflows(91)
Net inflows (outflows)13(74)575
Market appreciation (depreciation)816617(1,722)
Distributions(616)(616)(695)
Total increase (decrease)213(73)(1,842)
Assets under management, end of period$11,289$11,076$11,149
Average assets under management$11,278$10,854$12,039
Total
Assets under management, beginning of period$83,136$80,425$106,629
Inflows17,94814,93924,429
Outflows(18,119)(16,930)(26,070)
Net inflows (outflows)(171)(1,991)(1,641)
Market appreciation (depreciation)5,4207,474(20,931)
Distributions(2,571)(2,772)(3,632)
Total increase (decrease)2,6782,711(26,204)
Assets under management, end of period$85,814$83,136$80,425
Average assets under management$83,867$79,891$91,624

24

Assets Under Management - Institutional Accounts

By Account Type

(in millions)

Years Ended December 31,
202420232022
Advisory
Assets under management, beginning of period$20,264$18,631$24,599
Inflows2,1871,4073,672
Outflows(4,401)(1,860)(4,734)
Net inflows (outflows)(2,214)(453)(1,062)
Market appreciation (depreciation)1,2221,926(4,906)
Transfers160
Total increase (decrease)(992)1,633(5,968)
Assets under management, end of period$19,272$20,264$18,631
Average assets under management$18,998$18,798$21,233
Japan Subadvisory
Assets under management, beginning of period$9,026$8,376$11,329
Inflows290823988
Outflows(853)(474)(436)
Net inflows (outflows)(563)349552
Market appreciation (depreciation)7521,192(2,520)
Distributions(693)(891)(985)
Total increase (decrease)(504)650(2,953)
Assets under management, end of period$8,522$9,026$8,376
Average assets under management$8,678$8,633$9,302
Subadvisory Excluding Japan
Assets under management, beginning of period$5,738$5,366$6,799
Inflows1,2197551,255
Outflows(1,430)(891)(1,187)
Net inflows (outflows)(211)(136)68
Market appreciation (depreciation)242508(1,501)
Total increase (decrease)31372(1,433)
Assets under management, end of period$5,769$5,738$5,366
Average assets under management$5,823$5,447$5,848
Total Institutional Accounts
Assets under management, beginning of period$35,028$32,373$42,727
Inflows3,6962,9855,915
Outflows(6,684)(3,225)(6,357)
Net inflows (outflows)(2,988)(240)(442)
Market appreciation (depreciation)2,2163,626(8,927)
Distributions(693)(891)(985)
Transfers160
Total increase (decrease)(1,465)2,655(10,354)
Assets under management, end of period$33,563$35,028$32,373
Average assets under management$33,499$32,878$36,383

25

Assets Under Management

By Investment Strategy

(in millions)

Years Ended December 31,
202420232022
U.S. Real Estate
Assets under management, beginning of period$38,550$35,108$49,915
Inflows10,0977,07710,572
Outflows(7,031)(6,521)(10,869)
Net inflows (outflows)3,066556(297)
Market appreciation (depreciation)2,7654,495(12,097)
Distributions(1,454)(1,679)(2,406)
Transfers370(7)
Total increase (decrease)4,3803,442(14,807)
Assets under management, end of period$42,930$38,550$35,108
Average assets under management$40,607$36,034$41,627
Preferred Securities
Assets under management, beginning of period$18,164$19,767$26,987
Inflows4,1034,9977,059
Outflows(4,768)(6,890)(10,212)
Net inflows (outflows)(665)(1,893)(3,153)
Market appreciation (depreciation)1,5521,029(3,240)
Distributions(717)(739)(834)
Transfers(4)7
Total increase (decrease)166(1,603)(7,220)
Assets under management, end of period$18,330$18,164$19,767
Average assets under management$18,458$18,439$22,638
Global/International Real Estate
Assets under management, beginning of period$15,789$14,782$19,380
Inflows2,1041,5293,848
Outflows(4,772)(1,975)(3,289)
Net inflows (outflows)(2,668)(446)559
Market appreciation (depreciation)431,616(5,039)
Distributions(107)(93)(118)
Transfers1(70)
Total increase (decrease)(2,731)1,007(4,598)
Assets under management, end of period$13,058$15,789$14,782
Average assets under management$13,651$14,899$16,692

26

Assets Under Management

By Investment Strategy - continued

(in millions)

Years Ended December 31,
202420232022
Global Listed Infrastructure
Assets under management, beginning of period$8,356$8,596$8,763
Inflows6404871,566
Outflows(870)(725)(1,112)
Net inflows (outflows)(230)(238)454
Market appreciation (depreciation)900204(405)
Distributions(233)(206)(216)
Total increase (decrease)437(240)(167)
Assets under management, end of period$8,793$8,356$8,596
Average assets under management$8,717$8,291$8,700
Other
Assets under management, beginning of period$2,277$2,172$1,584
Inflows1,0048491,384
Outflows(678)(819)(588)
Net inflows (outflows)32630796
Market appreciation (depreciation)160130(150)
Distributions(60)(55)(58)
Total increase (decrease)426105588
Assets under management, end of period$2,703$2,277$2,172
Average assets under management$2,434$2,228$1,967
Total
Assets under management, beginning of period$83,136$80,425$106,629
Inflows17,94814,93924,429
Outflows(18,119)(16,930)(26,070)
Net inflows (outflows)(171)(1,991)(1,641)
Market appreciation (depreciation)5,4207,474(20,931)
Distributions(2,571)(2,772)(3,632)
Total increase (decrease)2,6782,711(26,204)
Assets under management, end of period$85,814$83,136$80,425
Average assets under management$83,867$79,891$91,624

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Summary of Operating Results

(in thousands, except percentages and per share data)Years Ended December 31,
202420232022
U.S. GAAP
Revenue$517,417$489,637$566,906
Expenses$344,540$325,160$350,968
Operating income$172,877$164,477$215,938
Net income attributable to common stockholders$151,265$129,049$171,042
Diluted earnings per share$2.97$2.60$3.47
Operating margin33.4%33.6%38.1%
As Adjusted (1)
Net income attributable to common stockholders$149,286$140,511$182,251
Diluted earnings per share$2.93$2.84$3.70
Operating margin35.4%36.2%43.0%

_________________________

(1)Refer to pages 30-31 for reconciliations of U.S. GAAP to as adjusted results.

Year Ended December 31, 2024 Compared with Year Ended December 31, 2023

Revenue

(in thousands)Years Ended December 31,
20242023$ Change% Change
Investment advisory and administration fees
Open-end funds$258,010$239,501$18,5097.7%
Institutional accounts129,072123,565$5,5074.5%
Closed-end funds99,97796,345$3,6323.8%
Total487,059459,411$27,6486.0%
Distribution and service fees28,14228,200$(58)(0.2)%
Other2,2162,026$1909.4%
Total revenue$517,417$489,637$27,7805.7%

Investment advisory and administration revenue increased from the year ended December 31, 2023 primarily due to higher average assets under management.

Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annual effective fee rate of 66.0 bps and 66.2 bps for the years ended December 31, 2024 and 2023, respectively.

Total investment advisory revenue from institutional accounts compared with average assets under management implied an annual effective fee rate of 38.5 bps and 37.6 bps for the years ended December 31, 2024 and 2023, respectively. Excluding performance fees of $1.4 million and $2.5 million, the implied annual effective fee rate would have been 38.1 bps and 36.8 bps for the years ended December 31, 2024 and 2023, respectively. The increase in the implied annual effective fee rate is primarily due to the shift in the mix of assets under management.

Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annual effective fee rate of 88.7 bps and 88.8 bps for the years ended December 31, 2024 and 2023, respectively.

Expenses

(in thousands)Years Ended December 31,
20242023$ Change% Change
Employee compensation and benefits$217,980$200,181$17,7998.9%
Distribution and service fees57,13754,170$2,9675.5%
General and administrative60,13566,704$(6,569)(9.8)%
Depreciation and amortization9,2884,105$5,183126.3%
Total expenses$344,540$325,160$19,3806.0%

28

Employee compensation and benefits increased from the year ended December 31, 2023 primarily due to higher amortization of restricted stock units of $7.7 million, including $5.8 million of accelerated vesting of certain restricted

stock units. Additionally, there were increases in incentive compensation of $4.3 million and salaries of $2.7 million.

Distribution and service fee expenses increased by $3.0 million from the year ended December 31, 2023 primarily due to higher average assets under management in U.S. open-end funds.

General and administrative expenses decreased from the year ended December 31, 2023 primarily due to lower rent expense of $8.5 million related to the expiration of the lease for the Company’s prior headquarters in January 2024, partially offset by higher technology expenses of $911,000 and travel and entertainment of $748,000.

Depreciation and amortization increased from the year ended December 31, 2023 primarily due to depreciation

and amortization of fixed assets and leasehold improvements associated with the Company's current headquarters that were

placed in service in December 2023.

Operating margin for the year ended December 31, 2024 decreased to 33.4% from 33.6% for the year ended December 31, 2023.

Non-operating Income (Loss)

(in thousands)Year Ended December 31, 2024
Consolidated Funds (1)Corporate - Seed and OtherTotal
Interest and dividend income$3,117$16,227$19,344
Gain (loss) from investments—net15,5731,00916,582
Foreign currency gain (loss)—net(578)1,316738
Total non-operating income (loss)18,11218,55236,664
Net (income) loss attributable to noncontrolling interests(11,527)(11,527)
Non-operating income (loss) attributable to the Company$6,585$18,552$25,137
(in thousands)Year Ended December 31, 2023
Consolidated Funds (1)Corporate - Seed and OtherTotal
Interest and dividend income$3,622$10,996$14,618
Gain (loss) from investments—net4,915(624)4,291
Foreign currency gain (loss)—net(556)(2,579)(3,135)
Total non-operating income (loss)7,9817,79315,774
Net (income) loss attributable to noncontrolling interests(7,560)(7,560)
Non-operating income (loss) attributable to the Company$421$7,793$8,214

_________________________

(1)Represents seed investments in funds that we are required to consolidate under U.S. GAAP.

Income Taxes

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

Years Ended December 31,
20242023
U.S. statutory tax rate21.0%21.0%
State and local income taxes, net of federal benefit2.73.2
Non-deductible executive compensation1.21.9
Valuation allowance(0.7)0.4
Excess tax benefits related to the vesting and delivery of restricted stock units(0.3)(1.2)
Other(0.3)
Effective income tax rate23.6%25.3%

29

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

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

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

Effective January 1, 2023, the Company revised its methodology for as adjusted results to include interest and dividends from corporate seed investments. Amounts for the year ended December 31, 2022 have not been recast to conform with the current methodology as the impact was not significant.

Net Income Attributable to Common Stockholders and Diluted Earnings per Share

Years Ended December 31,
(in thousands, except per share data)202420232022
Net income attributable to common stockholders, U.S. GAAP$151,265$129,049$171,042
Seed investments—net (1)(6,245)2,2524,317
Accelerated vesting of restricted stock units7,1341,31810,260
Other non-recurring expenses (2)1,196
Lease transition and other costs - 280 Park Avenue (3)8079,721776
Closed-end fund offering costs (4)15,239
Foreign currency exchange (gains) losses—net (5)(1,059)2,371(4,741)
Tax adjustments—net (6)(3,812)(4,200)(14,642)
Net income attributable to common stockholders, as adjusted$149,286$140,511$182,251
Diluted weighted average shares outstanding50,93849,55349,297
Diluted earnings per share, U.S. GAAP$2.97$2.60$3.47
Seed investments—net (1)(0.12)0.050.09
Accelerated vesting of restricted stock units0.140.030.21
Other non-recurring expenses (2)0.02
Lease transition and other costs - 280 Park Avenue (3)0.020.200.02
Closed-end fund offering costs (4)0.31
Foreign currency exchange (gains) losses—net (5)(0.02)0.05(0.10)
Tax adjustments—net (6)(0.08)(0.09)(0.30)
Diluted earnings per share, as adjusted$2.93$2.84$3.70

_________________________

(1)Represents the impact of consolidated funds and the net effect of corporate seed investment performance.

(2)Represents the impact of incremental expenses associated with the separation of certain employees.

(3)Represents 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.

(4)Represents costs associated with the offering of the Cohen & Steers Real Estate Opportunities and Income Fund (RLTY).

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

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

Years Ended December 31,
(in thousands)202420232022
Impact of tax effects associated with items noted above$(2,020)$(3,085)$(3,522)
Impact of discrete tax items(1,792)(1,115)(11,120)
Total tax adjustments$(3,812)$(4,200)$(14,642)

30

Revenue, Expenses, Operating Income and Operating Margin

Years Ended December 31,
(in thousands, except percentages)202420232022
Revenue, U.S. GAAP$517,417$489,637$566,906
Consolidated funds853(466)790
Revenue, as adjusted$518,270$489,171$567,696
Expenses, U.S. GAAP$344,540325,160350,968
Consolidated funds(698)(2,021)(838)
Accelerated vesting of restricted stock units(7,134)(1,318)(10,260)
Other non-recurring expenses (1)(1,196)
Lease transition and other costs - 280 Park Avenue (2)(807)(9,721)(776)
Closed-end fund offering costs (3)(15,239)
Expenses, as adjusted$334,705$312,100$323,855
Operating income, U.S. GAAP$172,877$164,477$215,938
Consolidated funds1,5511,5551,628
Accelerated vesting of restricted stock units7,1341,31810,260
Other non-recurring expenses (1)1,196
Lease transition and other costs - 280 Park Avenue (2)8079,721776
Closed-end fund offering costs (3)15,239
Operating income, as adjusted$183,565$177,071$243,841
Operating margin, U.S. GAAP33.4%33.6%38.1%
Operating margin, as adjusted35.4%36.2%43.0%

_________________________

(1)Represents the impact of incremental expenses associated with the separation of certain employees.

(2)Represents 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.

Non-operating Income (Loss)

Years Ended December 31,
(in thousands)202420232022
Non-operating income (loss), U.S. GAAP$36,664$15,774$(19,041)
Seed investments—net (1)(19,323)(6,863)24,245
Foreign currency exchange (gains) losses—net (2)(1,059)2,371(4,741)
Non-operating income (loss), as adjusted$16,282$11,282$463

_________________________

(1)Represents the impact of consolidated funds and the net effect of corporate seed investment performance.

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

31

Changes in Financial Condition, Liquidity and Capital Resources

We seek to maintain a balance sheet that supports our business strategies and provides the appropriate amount of liquidity at all times.

Net Liquid Assets

Our current financial condition is highly liquid and is primarily comprised of cash and cash equivalents, U.S. Treasury securities, liquid seed investments and other current assets. Liquid assets are reduced by current liabilities (together, net liquid assets).

The table below summarizes net liquid assets:

(in thousands)December 31, 2024December 31, 2023
Cash and cash equivalents$182,974$187,442
U.S. Treasury securities109,08659,942
Liquid seed investments—net68,85871,375
Other current assets75,95973,360
Current liabilities(105,396)(106,603)
Net liquid assets$331,481$285,516

Cash and cash equivalents

Cash and cash equivalents are on deposit with major national financial institutions and include short-term, highly liquid investments, which are readily convertible into 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 trading investments.

Liquid seed investments—net

Liquid seed investments, recorded at fair value, are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Liquid seed investments are primarily securities held directly for the purpose of establishing performance records and the Company's economic interest in certain consolidated funds which are presented net of noncontrolling interests.

Other current assets

Other current assets primarily represent investment advisory and administration fees receivable. We perform a review of our receivables on an ongoing basis to assess collectability and, based on our analysis at December 31, 2024, no allowance for uncollectible accounts was required.

Current liabilities

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

Future liquidity needs

Our business may become capital intensive over time to support growth initiatives. Potential uses of capital range from, among other things, seeding new strategies and investment vehicles, co-investing in private real estate vehicles, funding the upfront costs associated with product offerings, and making various investments to grow our firm infrastructure as our business scales. In order to provide us with the financial flexibility to pursue these opportunities, we have a $100.0 million senior unsecured revolving credit facility maturing on January 20, 2026.

In early 2025, we launched our first ETFs and made seed investments of approximately $49.8 million to support this initiative.

32

On April 22, 2024, we issued 1,007,057 shares of common stock through an offering. The net proceeds, after deducting commissions and offering expenses, were approximately $68.5 million. We intend to use the net proceeds for general corporate purposes, including seeding track record strategies and investment vehicles. The offering was completed on April 22, 2024 after the issuance of the shares.

We have committed to invest up to a total of $175.0 million in certain of our investment vehicles, of which $80.0 million remained unfunded as of December 31, 2024. The timing for funding the remaining portion of our commitments is uncertain.

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)202420232022
Cash Flow Data:
Net cash provided by (used in) operating activities$96,689$171,961$61,680
Net cash provided by (used in) investing activities(119,712)(114,776)(2,857)
Net cash provided by (used in) financing activities18,167(119,052)8,975
Net increase (decrease) in cash and cash equivalents(4,856)(61,867)67,798
Effect of foreign exchange rate changes on cash and cash equivalents(1,585)2,756(4,440)
Cash and cash equivalents, beginning of the period189,603248,714185,356
Cash and cash equivalents, end of the period$183,162$189,603$248,714

In 2024, cash and cash equivalents, excluding the effect of foreign exchange rate changes, decreased by $4.9 million when compared with 2023. 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 $96.7 million. Net cash used in investing activities was $119.7 million, which included the funding of $67.0 million of our $125.0 million commitment to CNSREIT and net purchases of U.S. Treasury securities held for corporate purposes of $48.1 million. Net cash provided by financing activities was $18.2 million, including net contributions from noncontrolling interests of $88.9 million and proceeds of $68.5 million from the issuance of common stock in a registered public offering, partially offset by dividends paid to stockholders of $119.2 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $21.1 million.

Contractual Obligations, Commitments and Contingencies

The following table summarizes our contractual obligations at December 31, 2024:

(in thousands)20252026202720282029ThereafterTotal
Operating leases$14,012$14,624$14,607$14,419$14,880$138,472$211,014
Purchase obligations (1)6,9744,08980329226655412,978
Other liability (2)2,0772,077
Total$23,063$18,713$15,410$14,711$15,146$139,026$226,069

_________________________

(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 transition tax liability based on the cumulative undistributed earnings and profits of our foreign subsidiaries in connection with the enactment of the Tax Cuts and Jobs Act in 2017. See Note 15, Income Taxes, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing.

33

Investment Commitments

We have committed to invest up to a total of $175.0 million in certain of our investment vehicles. Refer to Note 14, Commitments and Contingencies, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing for further discussion.

Dividends

Subject to the approval of our board of directors, we anticipate paying dividends. When determining whether to pay a dividend, we consider general economic and business conditions, our strategic plans, our results of operations and financial condition, cash flow 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 20, 2025, we declared a quarterly dividend on our common stock in the amount of $0.62 per share. This dividend will be payable on March 13, 2025 to stockholders of record at the close of business on March 3, 2025.

Contingencies

Due to the uncertainty with respect to the timing of future cash flows associated with unrecognized tax benefits at December 31, 2024, the Company is unable to reasonably estimate when cash settlement with the respective taxing authorities will occur. Therefore, $1.3 million of gross unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 15, Income Taxes, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing.

Net Capital Requirements

Several of our subsidiaries are subject to minimum net capital requirements by the local laws and regulations to which they are subject. As of December 31, 2024, each of our subsidiaries subject to a minimum net capital requirement satisfied the applicable requirement. See Note 12, Regulatory Requirements, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing.

Critical Accounting Estimates

The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes the estimates used in preparing the consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates.

Our significant accounting policies are disclosed in Note 2, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing and should be read in conjunction with the summarized information below. Management considers the following accounting estimates 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 estimates were determined.

Valuation of Investments

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

We have retained an independent valuation services firm to assist in the determination of the fair value of certain of our private real estate investments. Each real property investment is valued 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

34

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 monitor the real property investments for events that we believe could 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 considering 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. 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 from, income tax expense as our estimated liabilities are revised, actual tax returns are filed and audits, if any, are settled. Such adjustments are recognized in the 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. We record a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized. 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 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 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 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.

35

FY 2023 10-K MD&A

SEC filing source: 0001284812-24-000139.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-23. Report date: 2023-12-31.

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

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

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

Our revenue from the wealth channel is 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 for managing advised and subadvised accounts. Our fees are based on contractually specified rates applied to the value of the assets we manage and, in certain cases, may include a performance-based fee. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of market appreciation and depreciation, contributions or withdrawals from investor accounts and distributions. This revenue is recognized over the period that the assets are managed.

A majority of our revenue, 93.8%, 93.4% and 93.1% for the years ended December 31, 2023, 2022 and 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.

Macroeconomic Environment

Our financial results declined when compared with 2022 primarily due to depreciation in market values of the portfolios we manage. The depreciation resulted, in part, from elevated interest rates that continued through 2023, primarily impacting the market values of real estate and preferred securities portfolios.

23

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
Inflows11,93717,93919,542
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
Inflows2,9855,9156,152
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)
Transfers16026
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
Inflows17575206
Outflows(91)(119)
Net inflows (outflows)(74)57587
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
Inflows14,93924,42925,900
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

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
Inflows1,4073,6724,891
Outflows(1,860)(4,734)(2,945)
Net inflows (outflows)(453)(1,062)1,946
Market appreciation (depreciation)1,926(4,906)4,999
Transfers16026
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
Inflows823988305
Outflows(474)(436)(1,075)
Net inflows (outflows)349552(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
Inflows7551,255956
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
Inflows2,9855,9156,152
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)
Transfers16026
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

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
Inflows7,07710,57211,538
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
Inflows4,9977,0598,802
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)
Transfers774
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
Inflows1,5293,8483,263
Outflows(1,975)(3,289)(2,833)
Net inflows (outflows)(446)559430
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

26

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
Inflows4871,5661,751
Outflows(725)(1,112)(765)
Net inflows (outflows)(238)454986
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
Inflows8491,384546
Outflows(819)(588)(1,297)
Net inflows (outflows)30796(751)
Market appreciation (depreciation)130(150)440
Distributions(55)(58)(58)
Total increase (decrease)105588(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
Inflows14,93924,42925,900
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

27

Investment Performance as of December 31, 2023

_________________________

(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)    © 2024 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, 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 - 2023 Compared with 2022

Assets under management at December 31, 2023 increased 3.4% to $83.1 billion from $80.4 billion at December 31, 2022. The increase was due to market appreciation of $7.5 billion, partially offset by net outflows of $2.0 billion and distributions of $2.8 billion. Net outflows included $1.9 billion from preferred securities. Market appreciation included $4.5 billion from U.S. real estate, $1.6 billion from global/international real estate and $1.0 billion from preferred securities. Distributions included $1.7 billion from U.S. real estate and $739 million from preferred securities. Our overall organic decay rate was (2.5%) for the year ended December 31, 2023. The organic growth/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 total 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, 2023.

Institutional accounts

Assets under management in institutional accounts at December 31, 2023, which represented 42.1% of total assets under management, increased 8.2% to $35.0 billion from $32.4 billion at December 31, 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 $349 million and market appreciation of $1.2 billion, partially offset by distributions of $891 million. Net inflows included $428 million into U.S. real estate, partially offset by net outflows of $67 million from global/international real estate. Market appreciation included $912 million from U.S. real estate and $267 million from global/international real estate. Distributions included $864 million from U.S. real estate. Our organic growth rate for Japan subadvisory accounts was 4.2% for the year ended December 31, 2023.

Assets under management in subadvisory accounts excluding Japan at December 31, 2023, which represented 16.4% of institutional assets under management, increased 6.9% to $5.7 billion from $5.4 billion at December 31, 2022. The increase was due to market appreciation of $508 million, partially offset by net outflows of $136 million. Net outflows included $376 million from 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 $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 $12.1 billion from U.S. real estate, $5.0 billion from global/international real 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 decay rate was (1.5%) for the year ended December 31, 2022.

Open-end funds

Assets under management in open-end funds at December 31, 2022, which represented 45.9% of total assets under management, decreased 27.5% to $36.9 billion from $50.9 billion at December 31, 2021. The decrease was due to net outflows of $1.8 billion, market depreciation of $10.3 billion and distributions of $2.0 billion. Net outflows included $3.1 billion from preferred securities, partially offset by net 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 included $7.1 billion from U.S. real estate and $2.2 billion from preferred securities. Distributions included $1.2 billion from U.S. real estate and $611 million from preferred securities. Of these distributions, $1.6 billion was reinvested and included in net flows. Our organic decay rate for open-end funds was (3.5%) for the year ended December 31, 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, 2022.

Assets 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 advisory accounts was (4.3%) for the year ended December 31, 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 $8.4 billion from $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, 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, 2022, which represented 13.9% of total assets under management, decreased 14.2% to $11.1 billion from $13.0 billion at December 31, 2021. The decrease was due to market depreciation of $1.7 billion and distributions of $695 million, partially offset by net inflows of $575 million. Inflows of $482

million, which included leverage, were attributable to the Company's offering of the Cohen & Steers Real Estate

Opportunities and Income Fund (RLTY). Our organic growth rate for closed-end funds was 4.4% for the year ended December 31, 2022.

30

Summary of Operating 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)Included 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 U.S. GAAP to as adjusted results.

2023 Compared with 2022

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 accounts123,565134,012$(10,447)(7.8)%
Closed-end funds96,345106,722$(10,377)(9.7)%
Total459,411529,311$(69,900)(13.2)%
Distribution and service fees28,20035,093$(6,893)(19.6)%
Other2,0262,502$(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, 2022, primarily due to lower average assets under management across all three types of investment vehicles, partially offset by higher 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 66.2 bps and 66.8 bps for the years ended December 31, 2023 and 2022, respectively.

Total investment advisory revenue from institutional accounts compared with average assets under management implied an annual effective fee rate of 37.6 bps and 36.8 bps for the years ended December 31, 2023 and 2022, respectively. The increase in the implied annual effective fee rate was primarily due to higher performance fees of $2.5 million for the year ended December 31, 2023 versus $636,000 for the year ended December 31, 2022. Excluding the performance fees, the implied annual effective fee rate 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 implied an annual effective fee rate of 88.8 bps and 88.6 bps for the years ended December 31, 2023 and 2022, respectively.

Distribution and service fees for the year ended December 31, 2023 decreased primarily due to lower average assets under management in U.S. open-end funds.

31

Expenses

(in thousands)Years Ended December 31,
20232022$ Change% Change
Employee compensation and benefits$200,181$208,831$(8,650)(4.1)%
Distribution and service fees54,17082,928$(28,758)(34.7)%
General and administrative66,70454,826$11,87821.7%
Depreciation and amortization4,1054,383$(278)(6.3)%
Total expenses$325,160$350,968$(25,808)(7.4)%

Employee compensation and benefits decreased from the year ended December 31, 2022, 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 $6.9 million and an increase in severance of $1.4 million.

Distribution and service fee expenses decreased by $28.8 million from the year ended December 31, 2022, which included $14.2 million of costs associated with the offering of RLTY. The remainder of the decrease was primarily due to lower average assets under management in U.S. open-end funds.

General and administrative expenses increased from the year ended December 31, 2022, primarily due to incremental lease costs of $10.6 million related to the Company's new headquarters.

Operating margin for the year ended December 31, 2023 decreased to 33.6% from 38.1% for the year ended December 31, 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 relative to revenue. Operating margin represents the ratio of operating income to revenue.

Non-operating Income (Loss)

(in thousands)Year Ended December 31, 2023
Consolidated Investment VehiclesCorporate Seed InvestmentsCorporate OtherTotal
Interest and dividend income—net$3,622$3,547$7,449$14,618
Gain (loss) from investments—net4,9151,246(1,870)(1)4,291
Foreign currency gain (loss)—net(556)(22)(2,557)(2)(3,135)
Total non-operating income (loss)7,9814,7713,02215,774
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)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, 2022
Consolidated Investment VehiclesCorporate Seed InvestmentsCorporate OtherTotal
Interest and dividend income—net$3,718$1,355$1,745$6,818
Gain (loss) from investments—net(26,480)(2,345)3,719(1)(25,106)
Foreign currency gain (loss)—net(3,765)(14)3,026(2)(753)
Total non-operating income (loss)(26,527)(1,004)8,490(19,041)
Net (income) loss attributable to noncontrolling interests21,55621,556
Non-operating income (loss) attributable to the Company$(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.

32

Income Taxes

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

Years Ended December 31,
20232022
U.S. statutory tax rate21.0%21.0%
State and local income taxes, net of federal benefit3.23.3
Non-deductible executive compensation1.93.0
Excess tax benefits related to the vesting and delivery of restricted stock units(1.2)(2.7)
Unrecognized tax benefit adjustments(3.3)
Other0.40.4
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$2180.1%
Institutional accounts134,012146,345$(12,333)(8.4)%
Closed-end funds106,722108,840$(2,118)(1.9)%
Total529,311543,544$(14,233)(2.6)%
Distribution and service fees35,09337,630$(2,537)(6.7)%
Other2,5022,658$(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 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, 2022 versus $5.6 million for the year ended December 31, 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.

Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annual effective fee rate of 88.6 bps and 88.4 bps for the years ended December 31, 2022 and 2021, respectively.

Distribution and service fees for the year ended December 31, 2022 decreased primarily due to lower average assets under management in U.S. open-end funds.

33

Expenses

(in thousands)Years Ended December 31,
20222021$ Change% Change
Employee compensation and benefits$208,831$195,443$13,3886.9%
Distribution and service fees82,92875,891$7,0379.3%
General and administrative54,82648,034$6,79214.1%
Depreciation and amortization4,3834,092$2917.1%
Total expenses$350,968$323,460$27,5088.5%

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 VehiclesCorporate Seed InvestmentsCorporate OtherTotal
Interest and dividend income—net$3,718$1,355$1,745$6,818
Gain (loss) from investments—net(26,480)(2,345)3,719(1)(25,106)
Foreign currency gain (loss)—net(3,765)(14)3,026(2)(753)
Total non-operating income (loss)(26,527)(1,004)8,490(19,041)
Net (income) loss attributable to noncontrolling interests21,55621,556
Non-operating income (loss) attributable to the Company$(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 VehiclesCorporate Seed InvestmentsCorporate OtherTotal
Interest and dividend income—net$2,166$652$59$2,877
Gain (loss) from investments—net20,0726,130(7,418)(1)18,784
Foreign currency gain (loss)—net331(1)(419)(2)(89)
Total non-operating income (loss)22,5696,781(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 benefit3.33.8
Non-deductible executive compensation3.02.3
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 the following as adjusted (non-GAAP) financial results provides greater transparency into the Company’s operating performance. In addition, these as adjusted financial results are used to prepare the Company's internal management reports, which are used in evaluating its business.

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

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 Diluted Earnings per Share

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)2,2524,317(5,870)
Accelerated vesting of restricted stock units1,31810,2607,197
Lease transition and other costs - 280 Park Avenue (2)9,721776
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 outstanding49,55349,29749,090
Diluted earnings per share, U.S. GAAP$2.60$3.47$4.31
Seed investments—net (1)0.050.09(0.12)
Accelerated vesting of restricted stock units0.030.210.15
Lease transition and other costs - 280 Park Avenue (2)0.200.02
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 adjustment 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 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.

35

(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$$357$
Distribution and service fees14,224
General and administrative658
Closed-end fund offering costs$$15,239$

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

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

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)790411
Revenue, as adjusted$489,171$567,696$584,243
Expenses, U.S. GAAP$325,160350,968$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)1,5551,6281,230
Accelerated vesting of restricted stock units1,31810,2607,197
Lease transition and other costs - 280 Park Avenue (2)9,721776
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.

(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$$357$
Distribution and service fees14,224
General and administrative658
Closed-end fund offering costs$$15,239$

36

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

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

37

Changes in Financial Condition, Liquidity and Capital Resources

We seek to maintain a balance sheet that supports our business strategies and provides the appropriate amount of liquidity at all times.

Net Liquid Assets

Our current financial condition is highly liquid and is primarily comprised of cash and cash equivalents, U.S. Treasury securities, liquid seed investments and other current assets. Liquid assets are reduced by current liabilities (together, net liquid assets).

The table below summarizes net liquid assets:

(in thousands)December 31, 2023December 31, 2022
Cash and cash equivalents$187,442$247,418
U.S. Treasury securities59,942
Liquid seed investments—net71,37567,987
Other current assets73,36070,716
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 major national financial institutions and include short-term, highly liquid investments, which are readily convertible into 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 trading investments.

Liquid seed investments—net

Liquid seed investments, recorded at fair value, are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Liquid 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 noncontrolling interests.

Other current assets

Other current assets primarily represent investment advisory and administration fees receivable. At December 31, 2023, receivables from institutional accounts comprised 47.7% of other current assets, while receivables from open-end and closed-end funds, together, comprised 45.5% of other current assets. We perform a review of our receivables on an ongoing basis in order to assess collectability and, based on our analysis at December 31, 2023, there was no allowance for uncollectible accounts required.

Current liabilities

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

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.

38

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)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)67,798145,123
Effect of foreign exchange rate changes on cash and cash equivalents2,756(4,440)(999)
Cash and cash equivalents, beginning of the period248,714185,35641,232
Cash and cash equivalents, end of the period$189,603$248,714$185,356

In 2023, cash and cash equivalents, excluding the effect of foreign exchange rate changes, decreased by $61.9 million when compared with 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 $114.8 million, which included net purchases of U.S. Treasury securities held for corporate purposes of $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 $119.1 million, including dividends paid to stockholders of $112.4 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $21.5 million, partially offset by net contributions from noncontrolling interests of $14.5 million.

In 2022, cash and cash equivalents, excluding the effect of foreign exchange rate changes, increased by $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 $2.9 million, which included purchases of property and equipment of $4.2 million, partially offset by net proceeds from sales and maturities of U.S. Treasury securities held for corporate purposes and securities held directly for the purpose of establishing performance track records of $1.0 million. Net cash provided by financing activities was $9.0 million, including net contributions from noncontrolling interests of $142.1 million, partially offset by dividends paid to stockholders of $107.4 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $26.8 million.

In 2021, cash and cash equivalents, excluding the effect of foreign exchange rate changes, increased by $145.1 million when compared with 2020. The year ended December 31, 2020 included costs associated with the 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 stockholders of $147.6 million, which included a special dividend of $60.3 million paid on November 30, 2021, repurchases

39

of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $22.6 million, partially offset by net contributions from noncontrolling interests of $23.7 million.

Contractual Obligations, Commitments and Contingencies

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)7,8256,1783,2693412617,639
Other liability (2)1,6622,0773,739
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 transition tax liability based on the cumulative undistributed earnings and profits of our foreign subsidiaries in connection with the enactment of the Tax Cuts and Jobs Act in 2017. 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 committed to invest up to $50.0 million in REOF. As of December 31, 2023, we had funded $21.7 million of this commitment. In addition, we have committed to invest up to $125.0 million in CNSREIT. As of December 31, 2023, we had funded $0.2 million of this commitment. 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 commitments is uncertain.

Dividends

Subject to the approval of our board of directors, we anticipate paying dividends. When determining whether to pay a dividend, we take into account general economic and business conditions, our strategic plans, our results of operations and financial condition, 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 22, 2024, we declared a quarterly dividend on our common stock in the amount of $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.

Contingencies

Due to the uncertainty with respect to the timing of future cash flows associated with unrecognized tax benefits at December 31, 2023, the Company is unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $2.5 million of gross unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 15, Income Taxes, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing.

Net Capital Requirements

Several of our subsidiaries are subject to minimum net capital requirements by the local laws and regulations to which they are subject. As of December 31, 2023, each of our subsidiaries subject to a minimum net capital requirement satisfied the applicable requirement. See Note 12, Regulatory Requirements, in the notes to the consolidated financial statements included in Part IV, Item 15.

Critical Accounting Estimates

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.

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 estimates 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 estimates were determined.

Valuation of Investments

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

We have retained an independent valuation services firm to assist in the determination of the fair value of certain of our private real estate investments. Each real property investment is valued 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 material events that 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. 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 from, income tax expense as our estimated liabilities are revised and actual tax returns and audits, if any, are settled. Such adjustments are recognized in the 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 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

FY 2022 10-K MD&A

SEC filing source: 0001284812-23-000102.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-24. Report date: 2022-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Annual Report on Form 10-K and other documents filed by us contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect management’s current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these forward-looking statements. We believe that these factors include, but are not limited to, the risks described in Item 1A. Risk Factors of this Annual Report on Form 10-K. These factors are not exhaustive and should be read in conjunction with the other cautionary statements that are included in this Annual Report on Form 10-K. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Cohen & Steers, Inc. (CNS), a Delaware corporation formed in 2004, and its subsidiaries are collectively referred to as

the Company, we, us or our

Executive Overview

General

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

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

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

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

A majority of our revenue, 93.4%, 93.1% and 92.4% for the years ended December 31, 2022, 2021 and 2020, 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.

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

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

20

Assets Under Management

By Investment Vehicle

(in millions)

Years Ended December 31,
202220212020
Open-end Funds
Assets under management, beginning of period$50,911$35,160$30,725
Inflows17,93919,54217,556
Outflows(19,713)(10,765)(12,135)
Net inflows (outflows)(1,774)8,7775,421
Market appreciation (depreciation)(10,282)8,936405
Distributions(1,952)(1,936)(1,391)
Transfers(26)
Total increase (decrease)(14,008)15,7514,435
Assets under management, end of period$36,903$50,911$35,160
Percentage of total assets under management45.9%47.7%44.0%
Average assets under management$43,202$42,991$30,152
Institutional Accounts
Assets under management, beginning of period$42,727$33,255$31,813
Inflows5,9156,1527,192
Outflows(6,357)(5,563)(4,418)
Net inflows (outflows)(442)5892,774
Market appreciation (depreciation)(8,927)10,04153
Distributions(985)(1,184)(1,385)
Transfers26
Total increase (decrease)(10,354)9,4721,442
Assets under management, end of period$32,373$42,727$33,255
Percentage of total assets under management40.3%40.1%41.6%
Average assets under management$36,383$38,906$29,883
Closed-end Funds
Assets under management, beginning of period$12,991$11,493$9,644
Inflows5752062,652
Outflows(119)(89)
Net inflows (outflows)575872,563
Market appreciation (depreciation)(1,722)2,033(197)
Distributions(695)(622)(517)
Total increase (decrease)(1,842)1,4981,849
Assets under management, end of period$11,149$12,991$11,493
Percentage of total assets under management13.9%12.2%14.4%
Average assets under management$12,039$12,317$9,140
Total
Assets under management, beginning of period$106,629$79,908$72,182
Inflows24,42925,90027,400
Outflows(26,070)(16,447)(16,642)
Net inflows (outflows)(1,641)9,45310,758
Market appreciation (depreciation)(20,931)21,010261
Distributions(3,632)(3,742)(3,293)
Total increase (decrease)(26,204)26,7217,726
Assets under management, end of period$80,425$106,629$79,908
Average assets under management$91,624$94,214$69,175

21

Assets Under Management - Institutional Accounts

By Account Type

(in millions)

Years Ended December 31,
202220212020
Advisory
Assets under management, beginning of period$24,599$17,628$15,669
Inflows3,6724,8914,324
Outflows(4,734)(2,945)(2,771)
Net inflows (outflows)(1,062)1,9461,553
Market appreciation (depreciation)(4,906)4,999406
Transfers26
Total increase (decrease)(5,968)6,9711,959
Assets under management, end of period$18,631$24,599$17,628
Percentage of institutional assets under management57.6%57.6%53.0%
Average assets under management$21,233$22,092$15,650
Japan Subadvisory
Assets under management, beginning of period$11,329$9,720$10,323
Inflows9883051,601
Outflows(436)(1,075)(626)
Net inflows (outflows)552(770)975
Market appreciation (depreciation)(2,520)3,563(193)
Distributions(985)(1,184)(1,385)
Total increase (decrease)(2,953)1,609(603)
Assets under management, end of period$8,376$11,329$9,720
Percentage of institutional assets under management25.9%26.5%29.2%
Average assets under management$9,302$10,335$9,014
Subadvisory Excluding Japan
Assets under management, beginning of period$6,799$5,907$5,821
Inflows1,2559561,267
Outflows(1,187)(1,543)(1,021)
Net inflows (outflows)68(587)246
Market appreciation (depreciation)(1,501)1,479(160)
Total increase (decrease)(1,433)89286
Assets under management, end of period$5,366$6,799$5,907
Percentage of institutional assets under management16.6%15.9%17.8%
Average assets under management$5,848$6,479$5,219
Total Institutional Accounts
Assets under management, beginning of period$42,727$33,255$31,813
Inflows5,9156,1527,192
Outflows(6,357)(5,563)(4,418)
Net inflows (outflows)(442)5892,774
Market appreciation (depreciation)(8,927)10,04153
Distributions(985)(1,184)(1,385)
Transfers26
Total increase (decrease)(10,354)9,4721,442
Assets under management, end of period$32,373$42,727$33,255
Average assets under management$36,383$38,906$29,883

22

Assets Under Management

By Investment Strategy

(in millions)

Years Ended December 31,
202220212020
U.S. Real Estate
Assets under management, beginning of period$49,915$32,827$31,024
Inflows10,57211,53811,114
Outflows(10,869)(6,499)(6,478)
Net inflows (outflows)(297)5,0394,636
Market appreciation (depreciation)(12,097)14,417(574)
Distributions(2,406)(2,294)(2,282)
Transfers(7)(74)23
Total increase (decrease)(14,807)17,0881,803
Assets under management, end of period$35,108$49,915$32,827
Percentage of total assets under management43.7%46.8%41.1%
Average assets under management$41,627$41,315$28,972
Preferred Securities
Assets under management, beginning of period$26,987$23,185$17,581
Inflows7,0598,80210,979
Outflows(10,212)(5,053)(5,828)
Net inflows (outflows)(3,153)3,7495,151
Market appreciation (depreciation)(3,240)9641,172
Distributions(834)(985)(696)
Transfers774(23)
Total increase (decrease)(7,220)3,8025,604
Assets under management, end of period$19,767$26,987$23,185
Percentage of total assets under management24.6%25.3%29.0%
Average assets under management$22,638$25,262$18,278
Global/International Real Estate
Assets under management, beginning of period$19,380$15,214$13,509
Inflows3,8483,2634,122
Outflows(3,289)(2,833)(2,436)
Net inflows (outflows)5594301,686
Market appreciation (depreciation)(5,039)3,933102
Distributions(118)(197)(83)
Total increase (decrease)(4,598)4,1661,705
Assets under management, end of period$14,782$19,380$15,214
Percentage of total assets under management18.4%18.2%19.0%
Average assets under management$16,692$17,688$13,193

23

Assets Under Management

By Investment Strategy - continued

(in millions)

Years Ended December 31,
202220212020
Global Listed Infrastructure
Assets under management, beginning of period$8,763$6,729$8,076
Inflows1,5661,751997
Outflows(1,112)(765)(1,722)
Net inflows (outflows)454986(725)
Market appreciation (depreciation)(405)1,256(423)
Distributions(216)(208)(199)
Total increase (decrease)(167)2,034(1,347)
Assets under management, end of period$8,596$8,763$6,729
Percentage of total assets under management10.7%8.2%8.4%
Average assets under management$8,700$7,970$6,972
Other
Assets under management, beginning of period$1,584$1,953$1,992
Inflows1,384546188
Outflows(588)(1,297)(178)
Net inflows (outflows)796(751)10
Market appreciation (depreciation)(150)440(16)
Distributions(58)(58)(33)
Total increase (decrease)588(369)(39)
Assets under management, end of period$2,172$1,584$1,953
Percentage of total assets under management2.7%1.5%2.4%
Average assets under management$1,967$1,979$1,760
Total
Assets under management, beginning of period$106,629$79,908$72,182
Inflows24,42925,90027,400
Outflows(26,070)(16,447)(16,642)
Net inflows (outflows)(1,641)9,45310,758
Market appreciation (depreciation)(20,931)21,010261
Distributions(3,632)(3,742)(3,293)
Total increase (decrease)(26,204)26,7217,726
Assets under management, end of period$80,425$106,629$79,908
Average assets under management$91,624$94,214$69,175

24

Investment Performance as of December 31, 2022

_________________________

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

(2)    © 2023 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 30, 2022. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating. Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.

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 table on pages 23 and 24), $559 million into global/international real estate and $454 million into global listed infrastructure. Market depreciation included $12.1 billion from U.S. real estate, $5.0 billion from global/international real estate and $3.2 billion from preferred securities. Distributions included $2.4 billion from U.S. real estate and $834 million from preferred securities. Our overall organic decay rate was (1.5%) for the year ended December 31, 2022. The organic growth/decay rate represents the ratio of net flows for the year to the beginning assets under management.

25

Average assets under management for the year ended December 31, 2022 decreased 2.7% to $91.6 billion from $94.2 billion for the year ended December 31, 2021.

Open-end funds

Assets under management in open-end funds at December 31, 2022, which represented 45.9% of total assets under management, decreased 27.5% to $36.9 billion from $50.9 billion at December 31, 2021. The decrease was due to net outflows of $1.8 billion, market depreciation of $10.3 billion and distributions of $2.0 billion. Net outflows included $3.1 billion from preferred securities, partially offset by net inflows of $733 million into real assets multi-strategy (included in "Other" in the table on pages 23 and 24), $248 million into global/international real estate and $184 million into global listed infrastructure. Market depreciation included $7.1 billion from U.S. real estate and $2.2 billion from preferred securities. Distributions included $1.2 billion from U.S. real estate and $611 million from preferred securities. Of these distributions, $1.6 billion was reinvested and included in net flows. Our organic decay rate for open-end funds was (3.5%) for the year ended December 31, 2022.

Average assets under management for open-end funds for the year ended December 31, 2022 increased 0.5% to $43.2 billion from $43.0 billion for the year ended December 31, 2021.

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, 2022.

Average assets under management for institutional accounts for the year ended December 31, 2022 decreased 6.5% to $36.4 billion from $38.9 billion for the year ended December 31, 2021.

Assets 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 advisory accounts was (4.3%) for the year ended December 31, 2022.

Average assets under management for advisory accounts for the year ended December 31, 2022 decreased 3.9% to $21.2 billion from $22.1 billion for the year ended December 31, 2021.

Assets under management in Japan subadvisory accounts at December 31, 2022, which represented 25.9% of institutional assets under management, decreased 26.1% to $8.4 billion from $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, 2022.

Average assets under management for Japan subadvisory accounts for the year ended December 31, 2022 decreased 10.0% to $9.3 billion from $10.3 billion for the year ended December 31, 2021.

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.

Average assets under management for subadvisory accounts excluding Japan for the year ended December 31, 2022 decreased 9.7% to $5.8 billion from $6.5 billion for the year ended December 31, 2021.

26

Closed-end funds

Assets under management in closed-end funds at December 31, 2022, which represented 13.9% of total assets under management, decreased 14.2% to $11.1 billion from $13.0 billion at December 31, 2021. The decrease was due to market depreciation of $1.7 billion and distributions of $695 million, partially offset by net inflows of $575 million. Inflows of $482

million, which included leverage, were attributable to the Company's initial public offering of the Cohen & Steers Real Estate

Opportunities and Income Fund (RLTY). Our organic growth rate for closed-end funds was 4.4% for the year ended December 31, 2022.

Average assets under management for closed-end funds for the year ended December 31, 2022 decreased 2.3% to $12.0 billion from $12.3 billion for the year ended December 31, 2021.

Changes in Assets Under Management - 2021 Compared with 2020

Assets under management at December 31, 2021 increased 33.4% to $106.6 billion from $79.9 billion at December 31, 2020. The increase was due to net inflows of $9.5 billion and market appreciation of $21.0 billion, partially offset by distributions of $3.7 billion. Net inflows included $5.0 billion into U.S. real estate and $3.7 billion into preferred securities. Market appreciation included $14.4 billion from U.S. real estate and $3.9 billion from global/international real estate. Distributions included $2.3 billion from U.S. real estate and $985 million from preferred securities. Our overall organic growth rate was 11.8% for the year ended December 31, 2021.

Average assets under management for the year ended December 31, 2021 increased 36.2% to $94.2 billion from $69.2 billion for the year ended December 31, 2020.

Open-end funds

Assets under management in open-end funds at December 31, 2021, which represented 47.7% of total assets under management, increased 44.8% to $50.9 billion from $35.2 billion at December 31, 2020. The increase was due to net inflows of $8.8 billion and market appreciation of $8.9 billion, partially offset by distributions of $1.9 billion. Net inflows included $4.2 billion into U.S. real estate and $3.3 billion into preferred securities. Market appreciation included $7.8 million from U.S. real estate. Distributions included $1.0 billion from U.S. real estate and $762 million from preferred securities. Of these distributions, $1.5 billion was reinvested and included in net flows. Our organic growth rate for open-end funds was 25.0% for the year ended December 31, 2021.

Average assets under management for open-end funds for the year ended December 31, 2021 increased 42.6% to $43.0 billion from $30.2 billion for the year ended December 31, 2020.

Institutional accounts

Assets under management in institutional accounts at December 31, 2021, which represented 40.1% of total assets under management, increased 28.5% to $42.7 billion from $33.3 billion at December 31, 2020. The increase was due to net inflows of $589 million and market appreciation of $10.0 billion, partially offset by distributions of $1.2 billion. Net inflows included $802 million into U.S. real estate and $603 million into global listed infrastructure, partially offset by net outflows of $1.0 billion from real assets multi-strategy (included in "Other" in the table on pages 23 and 24). Market appreciation included $5.6 billion from U.S. real estate and $3.5 billion from global/international real estate. Distributions included $1.1 billion from U.S. real estate. Our organic growth rate for institutional accounts was 1.8% for the year ended December 31, 2021.

Average assets under management for institutional accounts for the year ended December 31, 2021 increased 30.2% to $38.9 billion from $29.9 billion for the year ended December 31, 2020.

Assets under management in advisory accounts at December 31, 2021, which represented 57.6% of institutional assets under management, increased 39.5% to $24.6 billion from $17.6 billion at December 31, 2020. The increase was due to net inflows of $1.9 billion and market appreciation of $5.0 billion. Net inflows included $1.5 billion into U.S. real estate, $746 million into global listed infrastructure and $599 million into preferred securities, partially offset by net outflows of $1.0 billion from real assets multi-strategy (included in "Other" in the table on pages 23 and 24). Market appreciation included $2.3 billion from U.S. real estate and $1.9 billion from global/international real estate. Our organic growth rate for advisory accounts was 11.0% for the year ended December 31, 2021.

27

Average assets under management for advisory accounts for the year ended December 31, 2021 increased 41.2% to $22.1 billion from $15.7 billion for the year ended December 31, 2020.

Assets under management in Japan subadvisory accounts at December 31, 2021, which represented 26.5% of institutional assets under management, increased 16.6% to $11.3 billion from $9.7 billion at December 31, 2020. The increase was due to market appreciation of $3.6 billion, partially offset by net outflows of $770 million and distributions of $1.2 billion. Net outflows included $554 million from U.S. real estate. Market appreciation included $2.9 billion from U.S. real estate and $636 million from global/international real estate. Distributions included $1.1 billion from U.S. real estate. Our organic decay rate for Japan subadvisory accounts was (7.9%) for the year ended December 31, 2021.

Average assets under management for Japan subadvisory accounts for the year ended December 31, 2021 increased 14.7% to $10.3 billion from $9.0 billion for the year ended December 31, 2020.

Assets under management in subadvisory accounts excluding Japan at December 31, 2021, which represented 15.9% of institutional assets under management, increased 15.1% to $6.8 billion from $5.9 billion at December 31, 2020. The increase was due to market appreciation of $1.5 billion, partially offset by net outflows of $587 million. Net outflows included $374 million from global/international real estate and $137 million from global listed infrastructure. Market appreciation included $938 million from global/international real estate and $342 million from U.S. real estate. Our organic decay rate for subadvisory accounts excluding Japan was (9.9%) for the year ended December 31, 2021.

Average assets under management for subadvisory accounts excluding Japan for the year ended December 31, 2021 increased 24.1% to $6.5 billion from $5.2 billion for the year ended December 31, 2020.

Closed-end funds

Assets under management in closed-end funds at December 31, 2021, which represented 12.2% of total assets under management, increased 13.0% to $13.0 billion from $11.5 billion at December 31, 2020. The increase was primarily due to market appreciation of $2.0 billion, partially offset by distributions of $622 million. Our organic growth rate for closed-end funds was 0.8% for the year ended December 31, 2021.

Average assets under management for closed-end funds for the year ended December 31, 2021 increased 34.8% to $12.3 billion from $9.1 billion for the year ended December 31, 2020.

28

Summary of Operating Results

(in thousands, except percentages and per share data)Years Ended December 31,
202220212020
U.S. GAAP
Revenue$566,906$583,832$427,536
Expenses (1)$350,968$323,460$332,479
Operating income$215,938$260,372$95,057
Non-operating income (loss) (2)$(19,041)$21,572$(1,670)
Net income attributable to common stockholders$171,042$211,396$76,584
Diluted earnings per share$3.47$4.31$1.57
Operating margin38.1%44.6%22.2%
As Adjusted (3)
Net income attributable to common stockholders$182,251$197,947$125,291
Diluted earnings per share$3.70$4.03$2.57
Operating margin43.0%46.0%39.6%

_________________________

(1)Included expenses of $60.6 million associated with the initial public offering of the Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund (PTA) for the year ended December 31, 2020.

(2)Included amounts attributable to third-party interests in consolidated investment vehicles. Refer to non-operating income (loss) tables on pages 30 and 32 for additional detail.

(3)Refer to pages 33-35 for reconciliations of U.S. GAAP to as adjusted results.

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$2180.1%
Institutional accounts134,012146,345$(12,333)(8.4)%
Closed-end funds106,722108,840$(2,118)(1.9)%
Total529,311543,544$(14,233)(2.6)%
Distribution and service fees35,09337,630$(2,537)(6.7)%
Other2,5022,658$(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 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 for the year ended December 31, 2022. Excluding the performance fees of $636,000 and $5.6 million, 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.

•Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annual effective fee rate of 88.6 bps and 88.4 bps for the years ended December 31, 2022 and 2021, respectively.

29

Distribution and service fees for the year ended December 31, 2022 decreased primarily due to lower average assets under management in load share classes.

Expenses

(in thousands)Years Ended December 31,
20222021$ Change% Change
Employee compensation and benefits$208,831$195,443$13,3886.9%
Distribution and service fees82,92875,891$7,0379.3%
General and administrative54,82648,034$6,79214.1%
Depreciation and amortization4,3834,092$2917.1%
Total expenses$350,968$323,460$27,5088.5%

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 initial public 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. Operating margin represents the ratio of operating income to revenue.

Non-operating Income (Loss)

(in thousands)Year Ended December 31, 2022
Consolidated Investment VehiclesCorporate Seed InvestmentsCorporate OtherTotal
Interest and dividend income—net$3,718$1,355$1,745$6,818
Gain (loss) from investments—net(26,480)(2,345)3,719(1)(25,106)
Foreign currency gain (loss)—net(3,765)(14)3,026(753)
Total non-operating income (loss)(26,527)(1,004)8,490(19,041)
Net (income) loss attributable to noncontrolling interests21,55621,556
Non-operating income (loss) attributable to the Company$(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.

(in thousands)Year Ended December 31, 2021
Consolidated Investment VehiclesCorporate Seed InvestmentsCorporate OtherTotal
Interest and dividend income—net$2,166$652$59$2,877
Gain (loss) from investments—net20,0726,130(7,418)(1)18,784
Foreign currency gain (loss)—net331(1)(419)(89)
Total non-operating income (loss)22,5696,781(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.

30

Income Taxes

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

Years Ended December 31,
20222021
U.S. statutory tax rate21.0%21.0%
State and local income taxes, net of federal benefit3.33.8
Non-deductible executive compensation3.02.3
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%

2021 Compared with 2020

Revenue

(in thousands)Years Ended December 31,
20212020$ Change% Change
Investment advisory and administration fees
Open-end funds$288,359$201,135$87,22443.4%
Institutional accounts146,345115,876$30,46926.3%
Closed-end funds108,84078,026$30,81439.5%
Total543,544395,037$148,50737.6%
Distribution and service fees37,63030,134$7,49624.9%
Other2,6582,365$29312.4%
Total revenue$583,832$427,536$156,29636.6%

Investment advisory and administration fees increased from the year ended December 31, 2020, primarily due to higher average assets under management across all three types of investment vehicles.

•Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annual effective fee rate of 67.1 bps and 66.7 bps for the years ended December 31, 2021 and 2020, respectively.

•Total investment advisory revenue from institutional accounts compared with average assets under management implied an annual effective fee rate of 37.6 bps and 38.8 bps for the years ended December 31, 2021 and 2020, respectively. The decrease in the implied annual effective fee rate was primarily due to lower performance fees for the year ended December 31, 2021. Excluding the performance fees of $5.6 million and $7.7 million, the implied annual effective fee rate would have been 36.2 bps for the years ended December 31, 2021 and 2020, respectively.

•Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annual effective fee rate of 88.4 bps and 85.4 bps for the years ended December 31, 2021 and 2020, respectively. The increase in the implied annual effective fee rate was primarily due to the initial public offering of PTA in the fourth quarter of 2020.

Distribution and service fees for the year ended December 31, 2021 increased primarily due higher average assets under management in U.S. open-end funds.

31

Expenses

(in thousands)Years Ended December 31,
20212020$ Change% Change
Employee compensation and benefits$195,443$156,457$38,98624.9%
Distribution and service fees75,891115,084$(39,193)(34.1)%
General and administrative48,03456,286$(8,252)(14.7)%
Depreciation and amortization4,0924,652$(560)(12.0)%
Total expenses$323,460$332,479$(9,019)(2.7)%

Employee compensation and benefits increased from the year ended December 31, 2020, primarily due to an increase in incentive compensation of $24.8 million and higher accelerated vesting of certain restricted stock units of $6.4 million.

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

General and administrative expenses for the year ended December 31, 2020 included expenses of $11.9 million associated with the Cohen & Steers Quality Income Realty Fund, Inc. (RQI) rights offering. Excluding these expenses, general and administrative expenses for the year ended December 31, 2021 increased $3.6 million primarily due to higher recruitment fees of $1.7 million and higher information technology-related expenses of $1.2 million.

Operating Margin

Operating margin for the year ended December 31, 2021 increased to 44.6% from 22.2% for the year ended December 31, 2020. The year ended December 31, 2020 included costs associated with the initial public offering of PTA and the RQI rights offering noted above.

Non-operating Income (Loss)

(in thousands)Year Ended December 31, 2021
Consolidated Investment VehiclesCorporate Seed InvestmentsCorporate OtherTotal
Interest and dividend income—net$2,166$652$59$2,877
Gain (loss) from investments—net20,0726,130(7,418)(1)18,784
Foreign currency gain (loss)—net331(1)(419)(89)
Total non-operating income (loss)22,5696,781(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 including both consolidated investment vehicles and corporate seed investments.

(in thousands)Year Ended December 31, 2020
Consolidated Investment VehiclesCorporate Seed InvestmentsCorporate OtherTotal
Interest and dividend income—net$1,763$595$1,004$3,362
Gain (loss) from investments—net(2,492)204(1,828)(1)(4,116)
Foreign currency gain (loss)—net(399)(517)(916)
Total non-operating income (loss)(1,128)799(1,341)(1,670)
Net (income) loss attributable to noncontrolling interests1,4191,419
Non-operating income (loss) attributable to the Company$291$799$(1,341)$(251)

_________________________

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

32

Income Taxes

Years Ended December 31,
20212020
U.S. statutory tax rate21.0%21.0%
State and local income taxes, net of federal benefit3.84.1
Non-deductible executive compensation2.32.6
Unrecognized tax benefit adjustments(3.2)0.4
Excess tax benefits related to the vesting and delivery of restricted stock units(2.2)(9.0)
Other(0.8)0.1
Effective income tax rate20.9%19.2%

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

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

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

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

Net Income Attributable to Common Stockholders and Diluted Earnings per Share

Years Ended December 31,
(in thousands, except per share data)202220212020
Net income attributable to common stockholders, U.S. GAAP$171,042$211,396$76,584
Seed investments (1)4,317(5,870)1,443
Accelerated vesting of restricted stock units10,2607,197774
Lease expense - 280 Park Avenue (2)776
Initial public offering costs (3)15,23960,559
Rights offering costs (4)11,859
Other non-recurring expenses (5)500
Foreign currency exchange (gains) losses—net (6)(4,741)(475)871
Tax adjustments (7)(14,642)(14,301)(27,299)
Net income attributable to common stockholders, as adjusted$182,251$197,947$125,291
Diluted weighted average shares outstanding49,29749,09048,676
Diluted earnings per share, U.S. GAAP$3.47$4.31$1.57
Seed investments0.09(0.12)0.03
Accelerated vesting of restricted stock units0.210.150.02
Lease expense - 280 Park Avenue0.02
Initial public offering costs0.311.24
Rights offering costs0.24
Other non-recurring expenses0.01
Foreign currency exchange (gains) losses—net(0.10)(0.01)0.02
Tax adjustments(0.30)(0.30)(0.56)
Diluted earnings per share, as adjusted$3.70$4.03$2.57

_________________________

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

(2)Represents one month of lease expense related to the Company's current headquarters at 280 Park Avenue, which it expects to vacate in the fourth quarter of 2023. In connection with the transition to its future headquarters, the Company will recognize additional GAAP lease expense as a result of the overlapping terms for both its current and future headquarters until its current headquarters lease expires in January 2024.

33

(3)Represents costs associated with the initial public offerings of RLTY and PTA for years ended December 31, 2022 and 2020, respectively. Costs are summarized in the following table:

Years Ended December 31,
(in thousands)202220212020
Employee compensation and benefits$357$$1,317
Distribution and service fees14,22457,818
General and administrative6581,424
Initial public offering costs$15,239$$60,559

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

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

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

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

Years Ended December 31,
(in thousands)202220212020
Exclusion of tax effects associated with items noted above$(3,522)$(2,262)$(17,119)
Exclusion of discrete tax items(11,120)(12,039)(10,180)
Total tax adjustments$(14,642)$(14,301)$(27,299)

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)202220212020
Revenue, U.S. GAAP$566,906$583,832$427,536
Seed investments (1)790411281
Revenue, as adjusted$567,696$584,243$427,817
Expenses, U.S. GAAP$350,968$323,460$332,479
Seed investments (1)(838)(819)(424)
Accelerated vesting of restricted stock units(10,260)(7,197)(774)
Lease expense - 280 Park Avenue (2)(776)
Initial public offering costs (3)(15,239)(60,559)
Rights offering costs (4)(11,859)
Other non-recurring expenses (5)(500)
Expenses, as adjusted$323,855$315,444$258,363
Operating income, U.S. GAAP$215,938$260,372$95,057
Seed investments (1)1,6281,230705
Accelerated vesting of restricted stock units10,2607,197774
Lease expense - 280 Park Avenue (2)776
Initial public offering costs (3)15,23960,559
Rights offering costs (4)11,859
Other non-recurring expenses (5)500
Operating income, as adjusted$243,841$268,799$169,454
Operating margin, U.S. GAAP38.1%44.6%22.2%
Operating margin, as adjusted43.0%46.0%39.6%

_________________________

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

(2)Represents one month of lease expense related to the Company's current headquarters at 280 Park Avenue, which it expects to vacate in the fourth quarter of 2023. In connection with the transition to its future headquarters, the Company will recognize additional non-recurring GAAP lease expense as a result of the overlapping terms for both its current and future headquarters until its current headquarters lease expires in January 2024.

34

(3)Represents costs associated with the initial public offerings of RLTY and PTA for years ended December 31, 2022 and 2020, respectively. Costs are summarized in the following table:

Years Ended December 31,
(in thousands)202220212020
Employee compensation and benefits$357$$1,317
Distribution and service fees14,22457,818
General and administrative6581,424
Initial public offering costs$15,239$$60,559

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

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

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

Non-operating Income (Loss)

Years Ended December 31,
(in thousands)202220212020
Non-operating income (loss), U.S. GAAP$(19,041)$21,572$(1,670)
Seed investments (1)24,245(21,858)2,157
Foreign currency exchange (gains) losses—net (2)(4,741)(475)871
Non-operating income (loss), as adjusted$463$(761)$1,358

_________________________

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

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

35

Changes in Financial Condition, Liquidity and Capital Resources

We seek to maintain a balance sheet that supports our business strategies and provides the appropriate amount of liquidity at all times.

Net Liquid Assets

Our current financial condition is highly liquid and is primarily comprised of cash and cash equivalents, 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 table below summarizes net liquid assets:

(in thousands)December 31, 2022December 31, 2021
Cash and cash equivalents$247,418$184,373
Liquid seed investments—net67,98762,679
Other current assets70,71684,533
Current liabilities(114,522)(118,888)
Net liquid assets$271,599$212,697

Cash and cash equivalents

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

Liquid seed investments—net

Liquid seed investments are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Liquid seed investments include corporate securities held directly for the purpose of establishing performance track records and the Company's economic interest in consolidated investment vehicles and are presented net of noncontrolling interests.

Other current assets

Other current assets primarily represent investment advisory and administration fees receivable. At December 31, 2022, institutional accounts comprised 46.3% of total accounts receivable, while open-end and closed-end funds, together, comprised 48.0% of total accounts receivable. We perform a review of our receivables on an ongoing basis in order to assess collectability and, based on our analysis at December 31, 2022, there was no allowance for uncollectible accounts required.

Current liabilities

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

Future capital needs

Our business has become more capital intensive, primarily through co-investment opportunities. Potential uses of capital range from 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 million senior unsecured revolving credit facility maturing on January 20, 2026. Borrowings under the Credit Agreement will be used for working capital and other general corporate purposes. To date, we have not drawn on the credit agreement.

During August 2022, we entered into a lease agreement for our new corporate headquarters in New York City. In connection with the build-out of our new space, we expect to incur costs of approximately $40.0 million to $50.0 million, net of lease incentives. The lease for our current corporate headquarters, also in New York City, is scheduled to expire in January 2024.

36

We have committed to invest up to $50.0 million in Cohen & Steers Real Estate Opportunities Fund, L.P. (REOF) of which $32.6 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 remains unfunded. The timing for funding the remaining portion of our commitments is determined by the investment vehicles.

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)202220212020
Cash Flow Data:
Net cash provided by (used in) operating activities$61,680$242,901$89,186
Net cash provided by (used in) investing activities(2,857)47,648(1,770)
Net cash provided by (used in) financing activities8,975(145,426)(148,895)
Net increase (decrease) in cash and cash equivalents67,798145,123(61,479)
Effect of foreign exchange rate changes on cash and cash equivalents(4,440)(999)1,359
Cash and cash equivalents, beginning of the period185,35641,232101,352
Cash and cash equivalents, end of the period$248,714$185,356$41,232

In 2022, cash and cash equivalents, excluding the effect of foreign exchange rate changes, increased by $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 $2.9 million, which included purchases of property and equipment of $4.2 million, partially offset by net proceeds from the sales and maturities of U.S. Treasury securities held for corporate purposes and securities held directly for the purpose of establishing performance track records of $1.0 million. Net cash provided by financing activities was $9.0 million, including net contributions from noncontrolling interests of $142.1 million, partially offset by dividends paid to stockholders of $107.4 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $26.8 million.

In 2021, cash and cash equivalents, excluding the effect of foreign exchange rate changes, increased by $145.1 million when compared with 2020. The year ended December 31, 2020 included costs associated with the initial public offering of PTA and the RQI rights offering. 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 the sales and maturities of U.S. Treasury securities held for corporate purposes and net proceeds 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 stockholders of $147.6 million, which included a special dividend of $60.3 million paid on November 30, 2021, repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $22.6 million, partially offset by net contributions from noncontrolling interests of $23.7 million.

In 2020, cash and cash equivalents, excluding the effect of foreign exchange rate changes, decreased by $61.5 million when compared with 2019. The decrease in cash was primarily due to the payment of expenses of $60.6 million associated with the initial public offering of PTA and $12.0 million associated with the RQI rights offering for the year ended December 31, 2020. 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 $89.2 million. Net cash used in investing activities was $1.8 million, primarily attributable to net purchases of securities held directly for the purpose of establishing performance track records of $7.3 million and purchases of property and equipment of $2.5 million, partially offset by $8.4 million of proceeds from the sales and maturities of U.S. Treasury securities held for corporate purposes. Net cash used in financing activities was $148.9 million, including dividends paid to stockholders of $122.5 million, which included a special dividend of $47.8 million paid on December 1, 2020 and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $25.9 million.

37

Contractual Obligations, Commitments and Contingencies

The following table summarizes our contractual obligations at December 31, 2022:

(in thousands)20232024202520262027ThereafterTotal
Operating leases (1)$11,824$10,880$13,038$13,038$13,038$161,161$222,979
Purchase obligations (2)6,1734,5403,3052,38231616,716
Other liability (3)1,2461,6622,0774,985
Total$19,243$17,082$18,420$15,420$13,354$161,161$244,680

_________________________

(1)Includes new lease agreement for our future corporate headquarters in New York City. The lease, which has a 16-year term, carries a commitment of approximately $210.1 million.

(2)Represents contracts which are either noncancellable or cancellable with a penalty. Our obligations primarily reflected information technology equipment, software licenses and standard service contracts for market data.

(3)Consists of the transition tax liability based on the cumulative undistributed earnings and profits of our foreign subsidiaries in connection with the enactment of the Tax Cuts and Jobs Act in 2017. See Note 14, Income Taxes, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing.

Investment Commitments

We have committed to invest up to $50.0 million in REOF. As of December 31, 2022, we had funded $17.4 million of this commitment. In addition, we have committed to invest up to $125.0 million in CNSREIT. As of December 31, 2022, we had funded $0.2 million of this commitment. The timing for funding the remaining portion of our commitments is determined by the investment vehicles.

Dividends

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

On February 23, 2023, we declared a quarterly dividend on our common stock in the amount of $0.57 per share. This dividend will be payable on March 16, 2023 to stockholders of record at the close of business on March 6, 2023.

Contingencies

Due to the uncertainty with respect to the timing of future cash flows associated with unrecognized tax benefits at December 31, 2022, the Company is unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $5.0 million of gross unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 14, Income Taxes, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing.

Net Capital Requirements

Several of our subsidiaries are subject to minimum net capital requirements by the local laws and regulations to which they are subject. As of December 31, 2022, each of our subsidiaries subject to a minimum net capital requirement satisfied the applicable requirement. See Note 12, Regulatory Requirements, in the notes to the consolidated financial statements included in Part IV, Item 15.

Critical Accounting Estimates

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.

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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 estimates 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 estimates were determined.

Valuation of Investments

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

We have retained an independent valuation services firm to assist in the determination of the fair value of certain of our private real estate investments. Each real property investment is valued 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 material events that 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. 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 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 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 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.

39

FY 2021 10-K MD&A

SEC filing source: 0001284812-22-000117.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-02-25. Report date: 2021-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Annual Report on Form 10-K and other documents filed by us contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect management’s current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these forward-looking statements. We believe that these factors include, but are not limited to, the risks described in Item 1A. Risk Factors of this Annual Report on Form 10-K. These factors are not exhaustive and should be read in conjunction with the other cautionary statements that are included in this Annual Report on Form 10-K. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Cohen & Steers, Inc. (CNS), a Delaware corporation formed in 2004, and its subsidiaries are collectively referred to as the Company, we, us or our.

Executive Overview

General

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

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

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

Our revenue is derived from fees received from our clients, including fees for managing advised or subadvised client accounts as well as investment advisory, administration, distribution and service fees received from Company-sponsored open-end and closed-end funds. Our fees are based on contractually specified rates applied to the value of the assets we manage and, in certain cases, 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, 93.1%, 92.4% and 92.1% for the years ended December 31, 2021, 2020 and 2019, respectively, was derived from investment advisory and administration fees for providing asset management services to institutional accounts as well as open-end funds and closed-end funds sponsored by the Company.

COVID-19

We are continuously managing and evaluating our strategy and response to the COVID-19 pandemic. Please refer to Part I - Item 1A Risk Factors for additional information regarding the effect on our business COVID-19 has had and may continue to have.

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Assets Under Management

By Investment Vehicle

(in millions)

Years Ended December 31,
202120202019
Institutional Accounts
Assets under management, beginning of period$33,255$31,813$27,148
Inflows6,1527,1923,993
Outflows(5,563)(4,418)(4,908)
Net inflows (outflows)5892,774(915)
Market appreciation (depreciation)10,041536,873
Distributions(1,184)(1,385)(1,306)
Transfers2613
Total increase (decrease)9,4721,4424,665
Assets under management, end of period$42,727$33,255$31,813
Percentage of total assets under management40.1%41.6%44.1%
Average assets under management$38,906$29,883$30,301
Open-end Funds
Assets under management, beginning of period$35,160$30,725$22,295
Inflows19,54217,55612,484
Outflows(10,765)(12,135)(7,745)
Net inflows (outflows)8,7775,4214,739
Market appreciation (depreciation)8,9364055,881
Distributions(1,936)(1,391)(2,177)
Transfers(26)(13)
Total increase (decrease)15,7514,4358,430
Assets under management, end of period$50,911$35,160$30,725
Percentage of total assets under management47.7%44.0%42.6%
Average assets under management$42,991$30,152$27,595
Closed-end Funds
Assets under management, beginning of period$11,493$9,644$8,410
Inflows2062,6525
Outflows(119)(89)(80)
Net inflows (outflows)872,563(75)
Market appreciation (depreciation)2,033(197)1,823
Distributions(622)(517)(514)
Total increase (decrease)1,4981,8491,234
Assets under management, end of period$12,991$11,493$9,644
Percentage of total assets under management12.2%14.4%13.4%
Average assets under management$12,317$9,140$9,381
Total
Assets under management, beginning of period$79,908$72,182$57,853
Inflows25,90027,40016,482
Outflows(16,447)(16,642)(12,733)
Net inflows (outflows)9,45310,7583,749
Market appreciation (depreciation)21,01026114,577
Distributions(3,742)(3,293)(3,997)
Total increase (decrease)26,7217,72614,329
Assets under management, end of period$106,629$79,908$72,182
Average assets under management$94,214$69,175$67,277

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Assets Under Management - Institutional Accounts

By Account Type

(in millions)

Years Ended December 31,
202120202019
Advisory
Assets under management, beginning of period$17,628$15,669$12,065
Inflows4,8914,3241,918
Outflows(2,945)(2,771)(1,351)
Net inflows (outflows)1,9461,553567
Market appreciation (depreciation)4,9994063,032
Transfers265
Total increase (decrease)6,9711,9593,604
Assets under management, end of period$24,599$17,628$15,669
Percentage of institutional assets under management57.6%53.0%49.3%
Average assets under management$22,092$15,650$14,752
Japan Subadvisory
Assets under management, beginning of period$9,720$10,323$9,288
Inflows3051,601942
Outflows(1,075)(626)(1,076)
Net inflows (outflows)(770)975(134)
Market appreciation (depreciation)3,563(193)2,475
Distributions(1,184)(1,385)(1,306)
Total increase (decrease)1,609(603)1,035
Assets under management, end of period$11,329$9,720$10,323
Percentage of institutional assets under management26.5%29.2%32.4%
Average assets under management$10,335$9,014$9,954
Subadvisory Excluding Japan
Assets under management, beginning of period$5,907$5,821$5,795
Inflows9561,2671,133
Outflows(1,543)(1,021)(2,481)
Net inflows (outflows)(587)246(1,348)
Market appreciation (depreciation)1,479(160)1,366
Transfers8
Total increase (decrease)8928626
Assets under management, end of period$6,799$5,907$5,821
Percentage of institutional assets under management15.9%17.8%18.3%
Average assets under management$6,479$5,219$5,595
Total Institutional Accounts
Assets under management, beginning of period$33,255$31,813$27,148
Inflows6,1527,1923,993
Outflows(5,563)(4,418)(4,908)
Net inflows (outflows)5892,774(915)
Market appreciation (depreciation)10,041536,873
Distributions(1,184)(1,385)(1,306)
Transfers2613
Total increase (decrease)9,4721,4424,665
Assets under management, end of period$42,727$33,255$31,813
Average assets under management$38,906$29,883$30,301

21

Assets Under Management

By Investment Strategy

(in millions)

Years Ended December 31,
202120202019
U.S. Real Estate
Assets under management, beginning of period$32,827$31,024$24,627
Inflows11,53811,1147,298
Outflows(6,499)(6,478)(5,363)
Net inflows (outflows)5,0394,6361,935
Market appreciation (depreciation)14,417(574)7,346
Distributions(2,294)(2,282)(2,886)
Transfers(74)232
Total increase (decrease)17,0881,8036,397
Assets under management, end of period$49,915$32,827$31,024
Percentage of total assets under management46.8%41.1%43.0%
Average assets under management$41,315$28,972$29,117
Preferred Securities
Assets under management, beginning of period$23,185$17,581$13,068
Inflows8,80210,9795,726
Outflows(5,053)(5,828)(3,041)
Net inflows (outflows)3,7495,1512,685
Market appreciation (depreciation)9641,1722,406
Distributions(985)(696)(597)
Transfers74(23)19
Total increase (decrease)3,8025,6044,513
Assets under management, end of period$26,987$23,185$17,581
Percentage of total assets under management25.3%29.0%24.4%
Average assets under management$25,262$18,278$15,702
Global/International Real Estate
Assets under management, beginning of period$15,214$13,509$11,047
Inflows3,2634,1222,541
Outflows(2,833)(2,436)(2,714)
Net inflows (outflows)4301,686(173)
Market appreciation (depreciation)3,9331022,887
Distributions(197)(83)(252)
Total increase (decrease)4,1661,7052,462
Assets under management, end of period$19,380$15,214$13,509
Percentage of total assets under management18.2%19.0%18.7%
Average assets under management$17,688$13,193$12,718

22

Assets Under Management

By Investment Strategy - continued

(in millions)

Years Ended December 31,
202120202019
Global Listed Infrastructure
Assets under management, beginning of period$6,729$8,076$6,517
Inflows1,751997713
Outflows(765)(1,722)(699)
Net inflows (outflows)986(725)14
Market appreciation (depreciation)1,256(423)1,520
Distributions(208)(199)(201)
Transfers226
Total increase (decrease)2,034(1,347)1,559
Assets under management, end of period$8,763$6,729$8,076
Percentage of total assets under management8.2%8.4%11.2%
Average assets under management$7,970$6,972$7,455
Other
Assets under management, beginning of period$1,953$1,992$2,594
Inflows546188204
Outflows(1,297)(178)(916)
Net inflows (outflows)(751)10(712)
Market appreciation (depreciation)440(16)418
Distributions(58)(33)(61)
Transfers(247)
Total increase (decrease)(369)(39)(602)
Assets under management, end of period$1,584$1,953$1,992
Percentage of total assets under management1.5%2.4%2.8%
Average assets under management$1,979$1,760$2,285
Total
Assets under management, beginning of period$79,908$72,182$57,853
Inflows25,90027,40016,482
Outflows(16,447)(16,642)(12,733)
Net inflows (outflows)9,45310,7583,749
Market appreciation (depreciation)21,01026114,577
Distributions(3,742)(3,293)(3,997)
Total increase (decrease)26,7217,72614,329
Assets under management, end of period$106,629$79,908$72,182
Average assets under management$94,214$69,175$67,277

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Investment Performance as of December 31, 2021

_________________________

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

(2)    © 2022 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar calculates its ratings based on a risk-adjusted return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive two stars and the bottom 10% receive one star. Past performance is no guarantee of future results. Based on independent rating by Morningstar, Inc. of investment performance of each Cohen & Steers-sponsored open-end U.S.-registered mutual fund for all share classes for the overall period at December 30, 2021. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating. Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.

Changes in Assets Under Management - 2021 Compared with 2020

Assets under management at December 31, 2021 increased 33.4% to $106.6 billion from $79.9 billion at December 31, 2020. The increase was due to net inflows of $9.5 billion and market appreciation of $21.0 billion, partially offset by distributions of $3.7 billion. Net inflows included $5.0 billion into U.S. real estate and $3.7 billion into preferred securities. Market appreciation included $14.4 billion from U.S. real estate and $3.9 billion from global/international real estate. Distributions included $2.3 billion from U.S. real estate and $985 million from preferred securities. Our overall organic growth rate was 11.8% for the year ended December 31, 2021. The organic growth/decay rate represents the ratio of net flows for the year to the beginning assets under management.

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Average assets under management for the year ended December 31, 2021 increased 36.2% to $94.2 billion from $69.2 billion for the year ended December 31, 2020.

Institutional accounts

Assets under management in institutional accounts at December 31, 2021, which represented 40.1% of total assets under management, increased 28.5% to $42.7 billion from $33.3 billion at December 31, 2020. The increase was due to net inflows of $589 million and market appreciation of $10.0 billion, partially offset by distributions of $1.2 billion. Net inflows included $802 million into U.S. real estate and $603 million into global listed infrastructure, partially offset by net outflows of $1.0 billion from real assets multi-strategy (included in "Other" in the table on pages 22 and 23). Market appreciation included $5.6 billion from U.S. real estate and $3.5 billion from global/international real estate. Distributions included $1.1 billion from U.S. real estate. Our organic growth rate for institutional accounts was 1.8% for the year ended December 31, 2021.

Average assets under management for institutional accounts for the year ended December 31, 2021 increased 30.2% to $38.9 billion from $29.9 billion for the year ended December 31, 2020.

Assets under management in advisory accounts at December 31, 2021, which represented 57.6% of institutional assets under management, increased 39.5% to $24.6 billion from $17.6 billion at December 31, 2020. The increase was due to net inflows of $1.9 billion and market appreciation of $5.0 billion. Net inflows included $1.5 billion into U.S. real estate, $746 million into global listed infrastructure and $599 million into preferred securities, partially offset by net outflows of $1.0 billion from real assets multi-strategy (included in "Other" in the table on pages 22 and 23). Market appreciation included $2.3 billion from U.S. real estate and $1.9 billion from global/international real estate. Our organic growth rate for advisory accounts was 11.0% for the year ended December 31, 2021.

Average assets under management for advisory accounts for the year ended December 31, 2021 increased 41.2% to $22.1 billion from $15.7 billion for the year ended December 31, 2020.

Assets under management in Japan subadvisory accounts at December 31, 2021, which represented 26.5% of institutional assets under management, increased 16.6% to $11.3 billion from $9.7 billion at December 31, 2020. The increase was due to market appreciation of $3.6 billion, partially offset by net outflows of $770 million and distributions of $1.2 billion. Net outflows included $554 million from U.S. real estate. Market appreciation included $2.9 billion from U.S. real estate and $636 million from global/international real estate. Distributions included $1.1 billion from U.S. real estate. Our organic decay rate for Japan subadvisory accounts was (7.9%) for the year ended December 31, 2021.

Average assets under management for Japan subadvisory accounts for the year ended December 31, 2021 increased 14.7% to $10.3 billion from $9.0 billion for the year ended December 31, 2020.

Assets under management in subadvisory accounts excluding Japan at December 31, 2021, which represented 15.9% of institutional assets under management, increased 15.1% to $6.8 billion from $5.9 billion at December 31, 2020. The increase was due to market appreciation of $1.5 billion, partially offset by net outflows of $587 million. Net outflows included $374 million from global/international real estate and $137 million from global listed infrastructure. Market appreciation included $938 million from global/international real estate and $342 million from U.S. real estate. Our organic decay rate for subadvisory accounts excluding Japan was (9.9%) for the year ended December 31, 2021.

Average assets under management for subadvisory accounts excluding Japan for the year ended December 31, 2021 increased 24.1% to $6.5 billion from $5.2 billion for the year ended December 31, 2020.

Open-end funds

Assets under management in open-end funds at December 31, 2021, which represented 47.7% of total assets under management, increased 44.8% to $50.9 billion from $35.2 billion at December 31, 2020. The increase was due to net inflows of $8.8 billion and market appreciation of $8.9 billion, partially offset by distributions of $1.9 billion. Net inflows included $4.2 billion into U.S. real estate and $3.3 billion into preferred securities. Market appreciation included $7.8 million from U.S. real estate. Distributions included $1.0 billion from U.S. real estate ($935 million of which was reinvested and included in net inflows) and $762 million from preferred securities ($575 million of which was reinvested and included in net inflows). Our organic growth rate for open-end funds was 25.0% for the year ended December 31, 2021.

Average assets under management for open-end funds for the year ended December 31, 2021 increased 42.6% to $43.0 billion from $30.2 billion for the year ended December 31, 2020.

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Closed-end funds

Assets under management in closed-end funds at December 31, 2021, which represented 12.2% of total assets under management, increased 13.0% to $13.0 billion from $11.5 billion at December 31, 2020. The increase was primarily due to market appreciation of $2.0 billion, partially offset by distributions of $622 million. Our organic growth rate for closed-end funds was 0.8% for the year ended December 31, 2021.

Average assets under management for closed-end funds for the year ended December 31, 2021 increased 34.8% to $12.3 billion from $9.1 billion for the year ended December 31, 2020.

Changes in Assets Under Management - 2020 Compared with 2019

Assets under management at December 31, 2020 increased 10.7% to $79.9 billion from $72.2 billion at December 31, 2019. The increase was due to net inflows of $10.8 billion and market appreciation of $261 million, which recovered from $15.3 billion of market depreciation in the first quarter of 2020, partially offset by distributions of $3.3 billion. Net inflows included $5.2 billion into preferred securities and $4.6 billion into U.S. real estate. Market appreciation included $1.2 billion from preferred securities, partially offset by market depreciation of $574 million from U.S. real estate and $423 million from global listed infrastructure. Distributions included $2.3 billion from U.S. real estate and $696 million from preferred securities. Our overall organic growth rate was 14.9% for the year ended December 31, 2020.

Average assets under management for the year ended December 31, 2020 increased 2.8% to $69.2 billion from $67.3 billion for the year ended December 31, 2019.

Institutional accounts

Assets under management in institutional accounts at December 31, 2020, which represented 41.6% of total assets under management, increased 4.5% to $33.3 billion from $31.8 billion at December 31, 2019. The increase was due to net inflows of $2.8 billion and market appreciation of $53 million, partially offset by distributions of $1.4 billion. Net inflows included $1.9 billion into global/international real estate and $1.6 billion into U.S. real estate, partially offset by net outflows of $662 million from global listed infrastructure. Distributions included $1.4 billion from U.S. real estate. Our organic growth rate for institutional accounts was 8.7% for the year ended December 31, 2020.

Average assets under management for institutional accounts for the year ended December 31, 2020 decreased 1.4% to $29.9 billion from $30.3 billion for the year ended December 31, 2019.

Assets under management in advisory accounts at December 31, 2020, which represented 53.0% of institutional assets under management, increased 12.5% to $17.6 billion from $15.7 billion at December 31, 2019. The increase was due to net inflows of $1.6 billion and market appreciation of $406 million. Net inflows included $1.3 billion into global/international real estate and $699 million into U.S. real estate, partially offset by net outflows of $565 million from global listed infrastructure. Market appreciation included $265 million from global/international real estate and $196 million from preferred securities. Our organic growth rate for advisory accounts was 9.9% for the year ended December 31, 2020.

Average assets under management for advisory accounts for the year ended December 31, 2020 increased 6.1% to $15.7 billion from $14.8 billion for the year ended December 31, 2019.

Assets under management in Japan subadvisory accounts at December 31, 2020, which represented 29.2% of institutional assets under management, decreased 5.8% to $9.7 billion from $10.3 billion at December 31, 2019. The decrease was due to market depreciation of $193 million and distributions of $1.4 billion, partially offset by net inflows of $975 million. Net inflows included $913 million into U.S. real estate. Market depreciation included $237 million from U.S. real estate, partially offset by market appreciation of $41 million from global/international real estate. Distributions included $1.4 billion from U.S. real estate. Our organic growth rate for Japan subadvisory accounts was 9.4% for the year ended December 31, 2020.

Average assets under management for Japan subadvisory accounts for the year ended December 31, 2020 decreased 9.4% to $9.0 billion from $10.0 billion for the year ended December 31, 2019.

Assets under management in subadvisory accounts excluding Japan at December 31, 2020, which represented 17.8% of institutional assets under management, increased 1.5% to $5.9 billion from $5.8 billion at December 31, 2019. The increase was due to net inflows of $246 million, partially offset by market depreciation of $160 million. Net inflows included $368 million into global/international real estate, partially offset by net outflows of $90 million from global listed infrastructure.

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Market depreciation included $109 million from global/international real estate. Our organic growth rate for subadvisory accounts excluding Japan was 4.2% for the year ended December 31, 2020.

Average assets under management for subadvisory accounts excluding Japan for the year ended December 31, 2020 decreased 6.7% to $5.2 billion from $5.6 billion for the year ended December 31, 2019.

Open-end funds

Assets under management in open-end funds at December 31, 2020, which represented 44.0% of total assets under management, increased 14.4% to $35.2 billion from $30.7 billion at December 31, 2019. The increase was due to net inflows of $5.4 billion and market appreciation of $405 million, partially offset by distributions of $1.4 billion. Net inflows included $3.0 billion into preferred securities and $2.5 billion into U.S. real estate. Market appreciation included $851 million from preferred securities, partially offset by market depreciation of $260 million from U.S. real estate, $95 million from global/international real estate and $81 million from global listed infrastructure. Distributions included $742 million from U.S. real estate ($631 million of which was reinvested and included in net inflows) and $578 million from preferred securities ($402 million of which was reinvested and included in net inflows). Our organic growth rate for open-end funds was 17.6% for the year ended December 31, 2020.

Average assets under management for open-end funds for the year ended December 31, 2020 increased 9.3% to $30.2 billion from $27.6 billion for the year ended December 31, 2019.

Closed-end funds

Assets under management in closed-end funds at December 31, 2020, which represented 14.4% of total assets under management, increased 19.2% to $11.5 billion from $9.6 billion at December 31, 2019. The increase was due to net inflows of $2.6 billion, partially offset by market depreciation of $197 million and distributions of $517 million. Net inflows included $2.1 billion from the Company's initial public offering of the Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund (PTA) and $526 million from the Cohen & Steers Quality Income Realty Fund, Inc. (RQI) rights offering. Our organic growth rate for closed-end funds was 26.6% for the year ended December 31, 2020.

Average assets under management for closed-end funds for the year ended December 31, 2020 decreased 2.6% to $9.1 billion from $9.4 billion for the year ended December 31, 2019.

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Summary of Operating Information

Years Ended December 31,
(in thousands, except percentages and per share data)202120202019
U.S. GAAP
Revenue$583,832$427,536$410,830
Expenses (1)$323,460$332,479$250,696
Operating income$260,372$95,057$160,134
Non-operating income (loss)$21,572$(1,670)$27,415
Net income attributable to common stockholders$211,396$76,584$134,621
Diluted earnings per share$4.31$1.57$2.79
Operating margin44.6%22.2%39.0%
As Adjusted (2)
Net income attributable to common stockholders$197,947$125,291$124,360
Diluted earnings per share$4.03$2.57$2.57
Operating margin46.0%39.6%39.6%

_________________________

(1)    Included expenses of $60.6 million associated with the initial public offering of PTA for the year ended December 31, 2020.

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

U.S. GAAP

2021 Compared with 2020

Revenue

Years Ended December 31,
(in thousands)20212020$ Change% Change
Open-end funds$288,359$201,135$87,22443.4%
Institutional accounts146,345115,87630,46926.3%
Closed-end funds108,84078,02630,81439.5%
Investment advisory and administration fees543,544395,037148,50737.6%
Distribution and service fees37,63030,1347,49624.9%
Other2,6582,36529312.4%
Total revenue$583,832$427,536$156,29636.6%

Total investment advisory and administration revenue from open-end funds for the year ended December 31, 2021 increased primarily due to higher average assets under management. Total investment advisory and administration revenue compared with average assets under management implied an annual effective fee rate of 67.1 bps and 66.7 bps for the years ended December 31, 2021 and 2020, respectively.

Total investment advisory revenue from institutional accounts for the year ended December 31, 2021 increased primarily due to higher average assets under management, partially offset by lower performance fees. Total investment advisory revenue compared with average assets under management implied an annual effective fee rate of 37.6 bps and 38.8 bps for the years ended December 31, 2021 and 2020, respectively. The decrease in the implied annual effective fee rate was primarily due to lower performance fees for the year ended December 31, 2021. Excluding the performance fees of $5.6 million and $7.7 million, the implied annual effective fee rate would have been 36.2 bps for the years ended December 31, 2021 and 2020, respectively.

Total investment advisory and administration revenue from closed-end funds for the year ended December 31, 2021 increased primarily due to higher average assets under management. Total investment advisory and administration revenue compared with average assets under management implied an annual effective fee rate of 88.4 bps and 85.4 bps for the years ended December 31, 2021 and 2020, respectively. The increase in the implied annual effective fee rate was primarily due to the initial public offering of PTA in the fourth quarter of 2020.

Distribution and service fees for the year ended December 31, 2021 increased primarily due higher average assets under management in U.S. open-end funds.

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Expenses

Years Ended December 31,
(in thousands)20212020$ Change% Change
Employee compensation and benefits$195,443$156,457$38,98624.9%
Distribution and service fees75,891115,084(39,193)(34.1)%
General and administrative48,03456,286(8,252)(14.7)%
Depreciation and amortization4,0924,652(560)(12.0)%
Total expenses$323,460$332,479$(9,019)(2.7)%

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

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

General and administrative expenses for the year ended December 31, 2020 included expenses of $11.9 million associated with the RQI rights offering. Excluding these expenses, general and administrative expenses for the year ended December 31, 2021 increased $3.6 million primarily due to higher recruitment fees of $1.7 million and higher information technology related expenses of $1.2 million.

Operating Margin

Operating margin for the year ended December 31, 2021 increased to 44.6% from 22.2% for the year ended December 31, 2020. The year ended December 31, 2020 included costs associated with the initial public offering of PTA and the RQI rights offering noted above. Operating margin represents the ratio of operating income to revenue.

Non-operating Income (Loss)

Years Ended December 31,
20212020
(in thousands)Seed Investments (1)OtherTotalSeed Investments (1)OtherTotal
Interest and dividend income—net$2,818$59$2,877$2,358$1,004$3,362
Gain (loss) from investments—net18,7107418,784(4,116)(4,116)
Foreign currency gain (loss)—net330(419)(89)(399)(517)(916)
Total non-operating income (loss)$21,858$(286)$21,572$(2,157)$487$(1,670)

_________________________

(1)    Seed investments included net income of $14.8 million and net loss of $1.4 million attributable to third-party interests in consolidated Company-sponsored funds for the years ended December 31, 2021 and 2020, respectively.

Income Taxes

Years Ended December 31,
(in thousands, except percentages)20212020$ Change% Change
Income tax expense$55,790$18,222$37,568206.2%
Effective tax rate20.9%19.2%

The effective tax rate for the year ended December 31, 2021 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign income taxes as well as limitations on the deductibility of executive compensation. These were offset by certain discrete tax items, the most significant being the reversal of certain liabilities associated with unrecognized tax benefits and the appreciated value of the restricted stock units delivered in January 2021. The effective tax rate for the year ended December 31, 2020 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign income taxes as well as limitations on the deductibility of executive compensation. These were more than offset by certain discrete tax items, the most significant being the appreciated value of the restricted stock units delivered in January 2020.

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2020 Compared with 2019

Revenue

Years Ended December 31,
(in thousands)20202019$ Change% Change
Open-end funds$201,135$187,730$13,4057.1%
Institutional accounts115,876110,3465,5305.0%
Closed-end funds78,02680,502(2,476)(3.1)%
Investment advisory and administration fees395,037378,57816,4594.3%
Distribution and service fees30,13430,048860.3%
Other2,3652,2041617.3%
Total revenue$427,536$410,830$16,7064.1%

Total investment advisory and administration revenue from open-end funds for the year ended December 31, 2020 increased primarily due to higher average assets under management. Total investment advisory and administration revenue compared with average assets under management implied an annual effective fee rate of 66.7 bps and 68.0 bps for the years ended December 31, 2020 and 2019, respectively. The decrease in the implied annual effective fee rate is primarily due to the full year impact of a reduction of the investment advisory fee rate resulting from imposition of an expense cap effective July 1, 2019 by Cohen & Steers Realty Shares, Inc.

Total investment advisory revenue from institutional accounts for the year ended December 31, 2020 increased primarily due to higher performance fees from certain institutional accounts, partially offset by lower average assets under management. Total investment advisory revenue compared with average assets under management implied an annual effective fee rate of 38.8 bps and 36.4 bps for the years ended December 31, 2020 and 2019, respectively. The increase in the implied annual effective fee rate is primarily due to higher performance fees in 2020. Excluding the performance fees of $7.7 million and $1.0 million, the implied annual effective fee rate for the years ended December 31, 2020 and 2019, respectively, would have been 36.2 bps and 36.1bps.

Total investment advisory and administration revenue from closed-end funds for the year ended December 31, 2020 decreased primarily due to lower average assets under management. Total investment advisory and administration revenue compared with average assets under management implied an annual effective fee rate of 85.4 bps and 85.8 bps for the years ended December 31, 2020 and 2019, respectively.

Expenses

Years Ended December 31,
(in thousands)20202019$ Change% Change
Employee compensation and benefits$156,457$143,431$13,0269.1%
Distribution and service fees115,08455,23759,847108.3%
General and administrative56,28647,6328,65418.2%
Depreciation and amortization4,6524,3962565.8%
Total expenses$332,479$250,696$81,78332.6%

Employee compensation and benefits for the year ended December 31, 2020 increased primarily due to higher salaries of $3.7 million, an increase in incentive compensation of $3.4 million, an increase in severance expenses of $1.8 million, higher payroll taxes of $1.2 million and commissions of $1.1 million.

Distribution and service fees expense for the year ended December 31, 2020 increased primarily due to costs

associated with the initial public offering of PTA of $57.8 million.

General and administrative expenses for the year ended December 31, 2020 increased primarily due to costs associated with the RQI rights offering of $11.7 million, partially offset by lower travel and entertainment expenses of $3.3 million.

Operating Margin

Operating margin for the year ended December 31, 2020 decreased to 22.2% from 39.0% for the year ended December 31, 2019. The decrease was primarily due to costs associated with the initial public offering of PTA and the RQI rights offering for the year ended December 31, 2020 noted above.

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Non-operating Income (Loss)

Years Ended December 31,
20202019
(in thousands)Seed Investments (1)OtherTotalSeed Investments (1)OtherTotal
Interest and dividend income—net$2,358$1,004$3,362$3,052$3,664$6,716
Gain (loss) from investments—net(4,116)(4,116)21,67321,673
Foreign currency gain (loss)—net(399)(517)(916)381(1,355)(974)
Total non-operating income (loss)$(2,157)$487$(1,670)$25,106$2,309$27,415

_________________________

(1)    Seed investments included net loss of $1.4 million and net income of $12.4 million attributable to third-party interests in consolidated Company-sponsored funds for the years ended December 31, 2020 and 2019, respectively.

Income Taxes

Years Ended December 31,
(in thousands, except percentages)20202019$ Change% Change
Income tax expense$18,222$40,565$(22,343)(55.1)%
Effective tax rate19.2%23.2%

The effective tax rate for the year ended December 31, 2020 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign income taxes as well as limitations on the deductibility of executive compensation. These were more than offset by certain discrete tax items, the most significant being the appreciated value of the restricted stock units delivered in January 2020. 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 income taxes. These were partially offset by certain discrete tax items, the most significant being the reversal of certain liabilities associated with unrecognized tax benefits and the appreciated value of restricted stock units delivered in January 2019, as well as the release of a portion of the valuation allowance associated with unrealized gains on the Company's seed investments.

As Adjusted

This section discusses as adjusted results. Please refer to pages 33-34 for reconciliations of U.S. GAAP to as adjusted results.

2021 Compared with 2020

Revenue

Revenue, as adjusted, for the year ended December 31, 2021 was $584.2 million, compared with $427.8 million as adjusted, for the year ended December 31, 2020.

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, 2021 were $315.4 million, compared with $258.4 million as adjusted, for the year ended December 31, 2020.

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 the year ended December 31, 2020; and

•Other non-recurring expenses for the year ended December 31, 2020.

Operating Margin

Operating margin, as adjusted, for the year ended December 31, 2021 was 46.0%, compared with 39.6% as adjusted, for the year ended December 31, 2020.

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Non-operating Income (Loss)

Non-operating loss, as adjusted, for the year ended December 31, 2021 was $761,000, compared with non-operating income, as adjusted, of $1.4 million for the year ended December 31, 2020.

Non-operating income (loss), as adjusted, excluded the following for both years:

•Results from our seed investments; and

•Net foreign currency exchange gains and losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

Income Taxes

The effective tax rate, as adjusted, for the year ended December 31, 2021 was 26.2%, compared with 26.7% as adjusted, for the year ended December 31, 2020.

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

•Tax effects associated with items noted above; and

•Discrete tax items.

2020 Compared with 2019

Revenue

Revenue, as adjusted, for the year ended December 31, 2020 was $427.8 million, compared with $410.4 million as adjusted, 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 as adjusted, 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.

Non-operating Income (Loss)

Non-operating income, as adjusted, for the year ended December 31, 2020 was $1.4 million, compared with $4.2 million as adjusted, 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 losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

Income Taxes

The effective tax rate, as adjusted, for the year ended December 31, 2020 was 26.7%, compared with 25.5% as adjusted, for the year ended December 31, 2019.

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

•Tax effects associated with items noted above; and

•Discrete tax items.

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

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

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

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

Net Income Attributable to Common Stockholders and Diluted Earnings per Share

Years Ended December 31,
(in thousands, except per share data)202120202019
Net income attributable to common stockholders, U.S. GAAP$211,396$76,584$134,621
Seed investments (1)(5,870)1,443(11,858)
Accelerated vesting of restricted stock units7,1977741,344
Initial public offering costs (2)60,559
Rights offering costs (3)11,859346
Other non-recurring expenses (4)500
Foreign currency exchange (gains) losses—net (5)(475)8711,909
Tax adjustments (6)(14,301)(27,299)(2,002)
Net income attributable to common stockholders, as adjusted$197,947$125,291$124,360
Diluted weighted average shares outstanding49,09048,67648,297
Diluted earnings per share, U.S. GAAP$4.31$1.57$2.79
Seed investments(0.12)0.03(0.25)
Accelerated vesting of restricted stock units0.150.020.02
Initial public offering costs1.24
Rights offering costs0.240.01
Other non-recurring expenses0.01
Foreign currency exchange (gains) losses—net(0.01)0.020.04
Tax adjustments(0.30)(0.56)(0.04)
Diluted earnings per share, as adjusted$4.03$2.57$2.57

_________________________

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

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

Years Ended December 31,
(in thousands)202120202019
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 general and administrative expense.

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

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

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

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

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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)202120202019
Revenue, U.S. GAAP$583,832$427,536$410,830
Seed investments (1)411281(438)
Revenue, as adjusted$584,243$427,817$410,392
Expenses, U.S. GAAP$323,460$332,479$250,696
Seed investments (1)(819)(424)(1,323)
Accelerated vesting of restricted stock units(7,197)(774)(1,344)
Initial public offering costs (2)(60,559)
Rights offering costs (3)(11,859)(346)
Other non-recurring expenses (4)(500)
Expenses, as adjusted$315,444$258,363$247,683
Operating income, U.S. GAAP$260,372$95,057$160,134
Seed investments (1)1,230705885
Accelerated vesting of restricted stock units7,1977741,344
Initial public offering costs (2)60,559
Rights offering costs (3)11,859346
Other non-recurring expenses (4)500
Operating income, as adjusted$268,799$169,454$162,709
Operating margin, U.S. GAAP44.6%22.2%39.0%
Operating margin, as adjusted46.0%39.6%39.6%

_________________________

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

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

Years Ended December 31,
(in thousands)202120202019
Employee compensation and benefits$$1,317$
Distribution and service fees57,818
General and administrative1,424
Initial public offering costs$$60,559$

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

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

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

Non-operating Income (Loss)

Years Ended December 31,
(in thousands)202120202019
Non-operating income (loss), U.S. GAAP$21,572$(1,670)$27,415
Seed investments (1)(21,858)2,157(25,106)
Foreign currency exchange (gains) losses—net (2)(475)8711,909
Non-operating income (loss), as adjusted$(761)$1,358$4,218

_________________________

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

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

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Changes in Financial Condition, Liquidity and Capital Resources

We seek to maintain a capital structure that supports our business strategies and maintains 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 comprised of cash and cash equivalents, U.S. Treasury securities, if any, seed investments and other current assets. Liquid assets are reduced by current liabilities, which are generally defined as obligations due within one year (together, net liquid assets). The Company does not currently have any outstanding debt.

The table below summarizes net liquid assets:

(in thousands)December 31, 2021December 31, 2020
Cash and cash equivalents$184,373$41,232
U.S. Treasury securities41,648
Seed investments—net62,67960,083
Other current assets84,53370,208
Current liabilities(118,888)(93,870)
Net liquid assets$212,697$119,301

Cash and cash equivalents

Cash and cash equivalents are on deposit with several highly-rated financial institutions and include short-term, highly liquid investments, which are readily convertible into cash and have original maturities of three months or less. The year ended December 31, 2020 included the payment of expenses associated with the initial public offering of PTA ($60.6 million) and the RQI rights offering ($12.0 million).

On February 15, 2022, we funded $18.0 million of our investment commitment in the Cohen & Steers Real Estate Opportunities Fund, L.P. (REOF). Refer to Investment Commitments, Contractual Obligations, Commitments and Contingencies for further discussion.

On February 24, 2022, we announced the initial public offering of the Cohen & Steers Real Estate Opportunities and Income Fund (the Fund). The Fund raised approximately $305.0 million in proceeds, excluding leverage. In addition, the underwriters have an option to purchase, within 45 days, up to an additional 2,287,500 common shares at the public offering price of $20.00 per share. We expect to incur costs of approximately $15.0 million in connection with the offering, excluding any additional costs that would be incurred should the underwriters exercise their option to purchase additional shares.

U.S. Treasury securities

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

Seed investments—net

Seed investments are primarily comprised of investments in Company-sponsored funds that we do not consolidate, our

pro-rata share of the net assets of the funds that we do consolidate and listed securities held directly for the purpose of establishing performance track records. Seed investments are recorded at fair value, are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Seed investments are presented net of redeemable noncontrolling interests.

Other current assets

Other current assets primarily represent investment advisory and administration fees receivable. At December 31, 2021, institutional accounts comprised 49.1% of total accounts receivable, while open-end and closed-end funds, together, comprised 50.2% of total accounts receivable. We perform a review of our receivables on an ongoing basis in order to assess collectibility and, based on our analysis at December 31, 2021, there was no allowance for uncollectible accounts required.

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Current liabilities

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

Cash flows

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

The table below summarizes cash flows:

Years Ended December 31,
(in thousands)202120202019
Cash Flow Data:
Net cash provided by (used in) operating activities$242,901$89,186$141,445
Net cash provided by (used in) investing activities47,648(1,770)35,949
Net cash provided by (used in) financing activities(145,426)(148,895)(170,130)
Net increase (decrease) in cash and cash equivalents145,123(61,479)7,264
Effect of foreign exchange rate changes on cash and cash equivalents(999)1,3591,355
Cash and cash equivalents, beginning of the period41,232101,35292,733
Cash and cash equivalents, end of the period$185,356$41,232$101,352

We expect that cash flows provided by operating activities will provide sufficient liquidity to meet our obligations and continue to serve as our principal source of working capital for the foreseeable future.

In 2021, cash and cash equivalents, excluding the effect of foreign exchange rate changes, increased by $145.1 million when compared with 2020. The year ended December 31, 2020 included costs associated with the initial public offering of PTA and the RQI rights offering. Net cash provided by operating activities was $242.9 million. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by investing activities was $47.6 million, which included $41.7 million of proceeds from the sales and maturities of U.S. Treasury securities held for corporate purposes and net proceeds 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 stockholders of $147.6 million, which included a special dividend of $60.3 million paid on November 30, 2021, repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $22.6 million, partially offset by net contributions from redeemable noncontrolling interests of $23.7 million.

In 2020, cash and cash equivalents, excluding the effect of foreign exchange rate changes, decreased by $61.5 million when compared with 2019. The decrease in cash was primarily due to the payment of expenses of $60.6 million associated with the initial public offering of PTA and $12.0 million associated with the RQI rights offering for the year ended December 31, 2020. Net cash provided by operating activities was $89.2 million. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash used in investing activities was $1.8 million, primarily attributable to net purchases of securities held directly for the purpose of establishing performance track records of $7.3 million and purchases of property and equipment of $2.5 million, partially offset by $8.4 million of proceeds from the sales and maturities of U.S. Treasury securities held for corporate purposes. Net cash used in financing activities was $148.9 million, including dividends paid to stockholders of $122.5 million, which included a special dividend of $47.8 million paid on December 1, 2020 and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $25.9 million.

In 2019, cash and cash equivalents, excluding the effect of foreign exchange rate changes, increased by $7.3 million when compared with 2018. Net cash provided by operating activities was $141.4 million. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by investing activities was $35.9 million, primarily attributable to net proceeds from the sales of securities held directly for the purpose of establishing performance track records of $33.7 million. Net cash used in financing activities was $170.1 million, including dividends paid to stockholders of $162.7 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.

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Contractual Obligations, Commitments and Contingencies

The following table summarizes our contractual obligations at December 31, 2021:

(in thousands)2022202320242025Total
Operating leases$12,354$11,912$1,131$$25,397
Purchase obligations (1)4,0472,8251,0923788,342
Other liability (2)6651,2461,6622,0775,650
Total$17,066$15,983$3,885$2,455$39,389

_________________________

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

(2)    Consists of the transition tax liability based on the cumulative undistributed earnings and profits of our foreign subsidiaries in connection with the enactment of the Tax Cuts and Jobs Act in 2017. See Note 14, Income Taxes, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing.

Dividends

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

On February 24, 2022, we declared a quarterly dividend on our common stock in the amount of $0.55 per share. This dividend will be payable on March 17, 2022 to stockholders of record at the close of business on March 7, 2022.

Investment Commitments

We have committed to invest up to $50.0 million in REOF. As of December 31, 2021, we had funded $3.1 million of this commitment. On February 15, 2022, we funded an additional $18.0 million of this commitment.

Contingencies

Due to the uncertainty with respect the timing of future cash flows associated with unrecognized tax benefits at December 31, 2021, the Company is unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $10.4 million of gross unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 14, Income Taxes, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing.

Net Capital Requirements

Several of our subsidiaries are subject to minimum net capital requirements by the local laws and regulations to which they are subject. As of December 31, 2021, each of our subsidiaries subject to a minimum net capital requirement satisfied the applicable requirement. See Note 12, Regulatory Requirements, in the notes to the consolidated financial statements included in Part IV, Item 15.

Critical Accounting Estimates

The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes the estimates used in preparing the consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates.

Our significant accounting policies are disclosed in Note 2, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing and should be read in conjunction with the summarized information below. Management considers the following accounting estimates 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 estimates were determined.

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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. 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 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 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 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.

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