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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2020
OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM            TO            
Commission File No. 001-32236
COHEN & STEERS, INC.
(Exact name of registrant as specified in its charter)
Delaware14-1904657
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
280 Park Avenue, New York, NY 10017
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (212832-3232
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueCNSNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    
Yes  x    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ¨    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerSmaller reporting company
Accelerated fileroEmerging growth company
Non-accelerated filero
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes      No  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)   Yes      No 
The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of June 30, 2020 was approximately $1.7 billion. There is no non-voting common stock of the Registrant outstanding.
As of February 22, 2021, there were 48,229,251 shares of the Registrant’s common stock outstanding.
Documents Incorporated by Reference
Portions of the definitive Proxy Statement of Cohen & Steers, Inc. (the Proxy Statement) to be filed pursuant to Regulation 14A of the general rules and regulations of the Securities Exchange Act of 1934, as amended, for the 2021 annual meeting of stockholders scheduled to be held on May 6, 2021 are incorporated by reference into Part III of this Form 10-K.




COHEN & STEERS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS

  Page
Part I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
Part II
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Part III
Item 10
Item 11
Item 12
Item 13
Item 14
Part IV
Item 15
Item 16



i


PART I
Item 1. Business
Overview
Cohen & Steers, founded in 1986, is a global investment manager specializing in liquid real assets, including real estate securities, listed infrastructure and natural resource equities, as well as preferred securities and other income solutions. Headquartered in New York City, with offices in London, Dublin, Hong Kong and Tokyo, we serve institutional and individual investors around the world.
Cohen & Steers, Inc. (CNS) was organized as a Delaware corporation on March 17, 2004. CNS is the holding company for its direct and indirect subsidiaries, including Cohen & Steers Capital Management, Inc. (CSCM), Cohen & Steers Securities, LLC (CSS), Cohen & Steers Asia Limited (CSAL), Cohen & Steers UK Limited (CSUK), Cohen & Steers Japan Limited (CSJL) and Cohen & Steers Ireland Limited (CSIL). CNS and its subsidiaries are collectively referred to as the Company, we, us or our.
Our revenue is derived from fees received from our clients, including fees for managing or subadvising 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, investment performance. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of market appreciation and depreciation, contributions or withdrawals from investor accounts and distributions. This revenue is recognized over the period that the assets are managed.
Investment Vehicles
We manage three types of investment vehicles: institutional accounts, open-end funds and closed-end funds.
Institutional Accounts
Institutional accounts for which we serve as investment adviser represent portfolios of securities we manage for institutional clients. We manage the assets in each institutional account in accordance with the investment requirements of that client as set forth in such client’s investment management agreement and investment guidelines. The investment management agreements with our institutional account clients are generally terminable at any time.
Advisory assets, which represent accounts for which we have been appointed as the investment manager, are included in our institutional account assets under management. As investment adviser, we are responsible to oversee certain daily activities and manage the assets in the account while adhering to the specified investment objectives.
Subadvisory assets, which generally represent commingled investment vehicles for which we have been appointed as a subadvisor by the investment manager of that investment vehicle, are also included in our institutional account assets under management. As subadvisor, we are responsible for managing all or a portion of the vehicle's investments and to oversee certain daily activities, while the investment adviser oversees our performance as subadvisor; the vehicle sponsor is responsible for decisions regarding the amount, timing and whether to pay distributions from the investment vehicle to its beneficial owners. Subadvisory assets also include assets of third parties for which we provide model portfolios. We regularly provide the investment manager of that investment vehicle with a model portfolio of securities in accordance with the investment objectives of that client as set forth in such client’s investment advisory agreement and investment guidelines. These investment advisory agreements are generally terminable at will with 30 days’ notice.
Open-end Funds
The U.S. and non-U.S. open-end funds that we sponsor and for which we serve as investment adviser offer and issue new shares continuously as assets are invested and redeem shares when assets are withdrawn. The share price for purchases and redemptions of shares of each of the open-end funds is determined by each fund’s net asset value, which is calculated at the end of each business day. The net asset value per share is the current value of a fund’s assets less liabilities, divided by the fund’s total shares outstanding.

1


The investment advisory fees that we receive from the U.S. and non-U.S. open-end funds that we sponsor and for which we serve as investment adviser vary based on each fund’s investment strategy, fees charged by other comparable funds and the market in which the fund is offered. In addition, we receive a separate fee for providing administrative services to certain open-end funds at a rate that is designed to reimburse us for the cost of providing these services. The monthly investment advisory fee and administration fee, if applicable, paid by the open-end funds are based on contractual fee rates applied to each fund’s average daily assets under management.
Our investment advisory and administration agreements with the U.S. registered open-end funds that we sponsor and for which we serve as investment adviser are generally terminable upon a vote of a majority of the fund’s board of directors on 60 days’ notice, and each investment advisory and administration agreement, including the fees payable thereunder, is subject to annual approval by a majority of the directors of the fund’s board who are not "interested persons," as defined by the Investment Company Act of 1940 (the Investment Company Act), following the initial two-year term.
Our investment advisory and administration agreements with the non-U.S. open-end funds that we sponsor and for which we serve as investment adviser are generally terminable at will with 90 days’ notice.
Open-end funds also include assets of third parties for which we provide model portfolios. We regularly provide the investment manager of that investment vehicle with a model portfolio of securities in accordance with the investment objectives of that vehicle as set forth in such vehicle’s investment advisory agreement and investment guidelines. These investment advisory agreements are generally terminable at will with 30-90 days’ notice. The monthly investment advisory fee paid by the model portfolios are based on contractual fee rates applied to the portfolio’s average or period end assets under management.
Closed-end Funds
The closed-end funds for which we serve as investment adviser are registered investment companies that have issued a fixed number of shares through public offerings. These shares are listed on the New York Stock Exchange and cannot be redeemed by the fund’s shareholders. The trading price of the shares is determined by supply and demand in the marketplace, and, as a result, the shares may trade at a premium or discount to the net asset value of the fund.
The investment advisory fees that we receive from the closed-end funds for which we serve as investment adviser vary based on each fund’s investment strategy, fees charged by other comparable funds and prevailing market conditions at the time each closed-end fund initially offered its shares to the public. In addition, we receive a separate fee for providing administration services to certain of the closed-end funds at a rate that is designed to reimburse us for the cost of providing these services. The closed-end funds pay us a monthly investment advisory fee and an administration fee, if applicable, based on a contractual fee rate applied to the fund’s average daily assets under management.
Our investment advisory and administration agreements with each closed-end fund for which we serve as investment adviser are generally terminable upon a vote of a majority of the fund’s board of directors on 60 days’ notice and each investment advisory and administration agreement, including the fees payable thereunder, is subject to annual approval by a majority of the directors of the fund’s board who are not "interested persons," as defined by the Investment Company Act, following the initial two-year term.
Our Investment Strategies
Each of our investment strategies is overseen by a specialist team, each of which is led by a portfolio manager or a team of portfolio managers, supported by dedicated analysts. These personnel are located in our New York, London and Hong Kong offices. Each team executes fundamentally driven, actively managed investment strategies and has a well-defined process that includes top-down macroeconomic and bottom-up fundamental research and portfolio management elements. Environmental, social and governance (ESG) is integrated into our investment process. We combine our internal research and company interactions with other industry data to form a comprehensive view that is expressed both explicitly and implicitly in our investment decisions. We believe companies that integrate ESG considerations into their strategic plans and operations can enhance long-term shareholder value and mitigate potential risks. Our specialist teams are subject to multiple levels of oversight and support from the President, Chief Investment Officer, Chief Administrative Officer-Investments, Investment Risk Committee, Investment Operating Committee and Legal and Compliance Department. Some of our strategies may involve multiple asset classes and are overseen by our Asset Allocation Strategy Group and Chief Investment Officer.

2


Below is a summary of our core investment strategies:
U.S. Real Estate Securities includes a wide range of strategies distinguished by concentration, risk profile and income objective, as well as thematic portfolios designed to provide targeted allocations to specific sectors within the investable real estate universe. Each strategy invests in a portfolio of common stocks and other securities issued by U.S. real estate companies, including real estate investment trusts (REITs) and similar REIT-like entities. These strategies are managed by our dedicated U.S. real estate securities investment team and draw on the broad expertise of our global real estate analysts and portfolio managers. Investment objectives include total return, capital appreciation and income.
Preferred Securities and Low Duration Preferred Securities invests in diversified portfolios of preferred and debt securities issued by U.S. and non-U.S. companies. The preferred securities are issued by banks, insurance companies, REITs and other diversified financial institutions, as well as utility, energy, pipeline and telecommunications companies. A consistent investment process underlies both our total return preferred securities strategy and our low duration preferred securities strategy, which seek income and capital preservation.
Global/International Real Estate Securities includes a wide range of strategies distinguished by geography, concentration, risk profile and income objective, designed to provide allocation exposure to listed real estate globally. Each strategy invests in a portfolio of common stocks and other securities issued by real estate companies, including REITs and similar REIT-like entities. These strategies draw on the expertise of our integrated global real estate securities investment team. Investment objectives include total return, capital appreciation and income.
Global Listed Infrastructure invests in a diversified portfolio of U.S. and non-U.S. securities issued by infrastructure companies such as utilities, pipelines, toll roads, airports, railroads, marine ports and communications companies located in developed and emerging markets. The investment objective is total return with a balance of capital appreciation and income.
Real Assets Multi-Strategy invests in a diversified multi-strategy portfolio of listed companies and securities that generally own or are backed by tangible real assets, including real estate securities, global listed infrastructure, commodities and natural resource equities, with the objective of achieving attractive total returns over the long term, while providing diversification and maximizing the potential for real returns in periods of rising inflation.
Midstream Energy and MLPs invests in a diversified portfolio of energy-related master limited partnerships (MLPs) and securities of companies that derive at least 50% of their revenues or operating income from the exploration, production, gathering, transportation, processing, storage, refining, distribution or marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleum products, coal or and other energy resources. The investment objective is total return with a balance of capital appreciation and income.
Global Natural Resource Equities invests in companies involved in the production, extraction, or processing of commodities and natural resources. Specifically, the strategy invests in energy producers, metals and mining companies and agriculture-based businesses. The investment objective is total return.
In addition, we offer variations on these strategies that may combine multiple strategies in a single portfolio. Individual portfolios may be customized to comply with client-specific guidelines, benchmarks or risk profiles. Strategies offered in closed-end funds typically use leverage.
Our Distribution Network
Our distribution network encompasses two major channels, wealth management and institutional. Our wealth management channel includes registered investment advisers, wirehouses, independent and regional broker dealers and bank trusts. Our institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries.
Competition
We compete with a large number of global and U.S. investment managers, commercial banks, broker-dealers, insurance companies and other financial institutions. Many competing firms are parts of larger financial services companies and attract business through numerous channels, including retail banking, investment banking and underwriting contacts, insurance agencies and broker-dealers.

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Our direct competitors in wealth management are other fund and exchange-traded-fund (ETF) sponsors, including large nationally recognized investment management firms that have more diverse product offerings and smaller boutique firms that specialize in particular asset classes. We also compete against managers that manage separate-account portfolios for high-net-worth clients. In the institutional channel, we compete with several investment managers offering similar products and services, from boutique establishments to major commercial and investment banks.
Performance, price and brand are our principal sources of competition. Prospective clients will typically base their decisions to invest, or continue to invest, with us on our ability to generate returns in excess of a benchmark and the cost of doing so. We are evaluated based on our performance and our fees relative to our competitors. In addition, individual fund shareholders may also base their decision on the ability to access the funds we manage through a particular distribution channel.
As interest in real assets continues to increase, we may face increased competition from other managers that are competing for the same client base that we target and serve. Financial intermediaries that offer our products to their clients may also offer competing products. Many of our competitors have greater brand name recognition and more extensive client bases than we do, which could be to our disadvantage. In addition, our larger competitors have more resources and may have more capacity to expand their product offerings and distribution channels and capture market share through ongoing business relationships and extensive marketing efforts. However, compared to our larger competitors, we may be able to grow our business at a faster rate from a relatively smaller asset base and shift resources in response to changing market conditions more quickly.
Regulation
We are subject to regulation under U.S. federal and state laws, as well as applicable laws in the other jurisdictions in which we do business or offer our products and services. Violation of applicable laws or regulations could result in fines, temporary or permanent prohibition of engagement in certain activities, reputational harm and loss of clients, suspension of personnel or revocation of their regulatory licenses, suspension or termination of investment adviser and/or broker-dealer registrations, or other sanctions and penalties.
CSCM, a New York-based subsidiary, is a registered investment adviser with the U.S. Securities and Exchange Commission (the SEC) and is an approved investment manager with the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF), the Central Bank of Ireland (CBI) and the Korean Financial Services Commission. CSCM has also obtained exemptions from registration that allow it to provide investment management services to institutions in Australia and Canada. CSCM is a registered commodity trading adviser and a registered commodity pool operator with the Commodities Futures Trading Commission (the CFTC) and is a member of the National Futures Association (the NFA), a futures industry self-regulatory organization. The CFTC and NFA regulate futures contracts, swaps, and various other financial instruments in which certain of the Company’s clients may invest.
CSUK, our UK-based subsidiary, is a registered investment adviser with the SEC and the United Kingdom Financial Conduct Authority and is an approved investment manager with the CSSF, and is registered as a third-country firm with the Belgium Financial Services Market Authority (FSMA). CSUK is subject to the Financial Services and Markets Act 2000, which regulates, among other things, certain liquidity and capital resources requirements. Such requirements may limit our ability to withdraw capital from CSUK. CSUK is also subject to substantially similar regulations to certain pan-European regulations, including the Directive on Markets in Financial Instruments repealing Directive 2004/39/EC (MiFID II) and the Regulation on Markets in Financial Instruments (MiFIR), as well as the Capital Requirements Directive. MiFID II and MiFIR regulate the provision of investment services throughout the European Economic Area and the Capital Requirements Directive regulates capital requirements.
CSAL, our Hong Kong-based subsidiary, is a registered investment adviser with the SEC and the Hong Kong Securities and Futures Commission (the SFC) and is an approved investment manager with the CSSF and the CBI. CSAL is subject to the Securities and Futures Ordinance (the SFO), which regulates, among other things, offers of investments to the public and the licensing of intermediaries. CSAL and its employees conducting any of the regulated activities specified in the SFO are required to be licensed with the SFC and are subject to the rules, codes and guidelines issued by the SFC.
In their capacity as U.S. registered investment advisers, CSCM, CSUK and CSAL are subject to the rules and regulations of the Investment Advisers Act of 1940 (the Advisers Act). The Advisers Act imposes numerous obligations on registered investment advisers, including recordkeeping, operational and marketing requirements, disclosure obligations and prohibitions on fraudulent activities. In addition, our subsidiaries that serve as investment adviser or subadvisor to U.S.

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registered funds are subject to the Investment Company Act, which imposes additional governance, compliance, reporting and fiduciary obligations.
CSJL, our Japan-based subsidiary, is a financial instruments operator (discretionary investment management and investment advisory and agency) registered with the Financial Services Agency of Japan and the Kanto Local Finance Bureau and is subject to the Financial Instruments and Exchange Act. CSJL supports the marketing, client service and business development activities of the Company and may serve as an intermediary for investment products managed by other affiliates.
CSIL, our Irish subsidiary, is an Undertakings for Collective Investment in Transferable Securities (UCITS) management company regulated and approved by the CBI effective May 22, 2020 with permission to provide individual portfolio management and investment advice in accordance with the European Communities (UCITS) Regulations, 2011, and as such provides substantive oversight of investment, marketing and client service activities. As a result, CSIL is subject to certain aspects of MiFID II.
CSS, a New York-based subsidiary, is a registered broker-dealer regulated by the SEC, the Financial Industry Regulatory Authority and other federal and state agencies. CSS is subject to regulations governing, among other things, sales practices, capital structure and recordkeeping. CSS is also subject to the SEC’s net capital rule, which specifies minimum net capital levels for registered broker-dealers and is designed to enforce minimum standards for the general financial condition and liquidity of broker-dealers. Under certain circumstances, this rule may limit our ability to withdraw capital and receive dividends from CSS.
Because of the global and integrated nature of our business, regulation applicable to an affiliate in one jurisdiction may affect the operation of affiliates in others or require compliance at a group level.
Human Capital
As a leading specialty manager in real assets and alternative income, our people are our most important asset. Human Capital strategies and initiatives are critical to our long-term success by attracting and retaining our talent.
Employees
As of December 31, 2020, we had 347 full-time employees.
Diversity and Inclusion
We believe that workplace diversity and an inclusive culture strengthens our ability to deliver the best results for our clients. Our employees from around the world represent a variety of cultures, backgrounds, experiences, and talents. We draw upon these attributes to produce innovative solutions for the clients we serve and enrich the professional experience of all our employees. An inclusive culture in which our employees are encouraged to contribute their unique perspectives is imperative to our role as a leading global investment manager. Our diversity and inclusion strategy consist of four pillars: Education, Leadership, Recruitment and Engagement.
Education - We seek to build awareness and understanding to strengthen our culture of inclusion and support.
Leadership - We hold our leaders accountable for fostering an inclusive culture as they develop the next generation of leaders. This accountability extends to all employees in creating an environment built on respect.
Recruitment - We recognize there is significant underrepresentation of women and people of color in our industry, especially in leadership roles. Our recruiting partners are expected to present diverse candidate pools for our open positions, providing opportunities to hire the best talent to help us excel in all areas of our business.
Engagement - We support our employees who build resource groups that foster an inclusive culture and encourage everyone at the firm to help solve business and community challenges. Examples include ongoing volunteerism, green initiatives and a women’s exchange for sharing ideas and experiences.
We were recently recognized as a “Best Place to Work in Money Management” by Pensions & Investments (“P&I”), the international newspaper of money management. The 2020 award was part of P&I’s ninth-annual survey and recognition program, which seeks to identify the best employers in the money management industry. This achievement recognized the strength of our culture, which is defined by the hard work, dedication, and commitment to excellence and inclusion by everyone at the Company.

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

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Item 1A. Risk Factors
Risks Related to our Business
Our business, operations, and investments are subject to risks associated with and arising from epidemic diseases, such as the ongoing global outbreak of the novel coronavirus, or COVID-19.
Capital, equity, and credit markets, as well as the real estate and real property markets, have experienced and may continue to experience ongoing volatility and dislocations as a result of the COVID-19 pandemic. The full scope and duration of the social, market, and economic fallout from the COVID-19 pandemic remains difficult to predict, and these conditions could worsen dramatically from those already experienced, including the possibility of a steep and prolonged economic downturn or global recession. Various parts of the globe experienced a resurgence in COVID-19 cases during the fourth quarter of 2020 which continued into 2021, a period during which newly detected variants of the disease also spread to several countries, leading to the re-implementation of lockdowns and other restrictions. A further resurgence of COVID-19, or an outbreak of any new, more virulent or more transmissible variants or mutations of the disease or other viral pathogens or epidemic diseases in any region could trigger broader and more severe health crises, market and economic turbulence, and governmental restrictions for a sustained period of time.
If we were to experience a sustained decline in the performance of the portfolios and strategies we manage as a result of negative market, financial, and economic conditions caused by the COVID-19 pandemic, our assets under management and the fees we earn in future periods could be adversely impacted. In addition, these market declines and disruptions could significantly reduce the demand for, and availability of, our investment products and services, and contribute to redemptions and withdrawals from our funds and the loss of institutional separate account clients, which could have a material adverse effect on our revenue and net income. Any actual or anticipated reduction in our profitability could impair our future dividend capacity and cash management policies and have a significant negative impact on the market price of our common stock.
Epidemic diseases such as the COVID-19 pandemic also pose continuing risk that we and our third-party intermediaries, service providers, and key vendors may be unable to provide services or conduct business activities or critical operations at full capacity for a period of time, including due to the spread of a disease or virus or restrictions or shutdowns that are requested or mandated by governmental authorities. These conditions could lead to operational issues and interruptions for the Company and certain of our products, require us to incur significant additional costs, and negatively impact our business. Both we and our third-party intermediaries, service providers, and key vendors are also subject to a heightened risk of cyberattacks or other privacy or data security incidents due to the ongoing remote working environment and prevalent use of virtual communication platforms.
Epidemic diseases such as the COVID-19 pandemic also present a significant threat to our employees’ safety and welfare. Our key employees or executive officers may become sick or otherwise unable to perform their duties for an extended period of time. Precautionary measures we have taken to help minimize these risks during the COVID-19 pandemic, including our general implementation of a “work-from-home” operating environment, could negatively affect our business, particularly our “client-facing” operations, as well as employee productivity and human capital resources generally. In addition, continuing to carry out these precautionary measures, or implementing and carrying out additional precautionary or protective measures to respond to conditions or comply with regulations that have resulted or may result from the COVID-19 pandemic or other epidemic diseases, including rules and regulations applicable to any reopening or reuse of our offices, may result in the incurrence of significant additional costs and expenses by us and reduce our profitability.
Further, any re-entry of employees to the workplace or other use of our offices under pandemic or similar conditions, or resumption of other “in-person” business activities such as client meetings and business travel, may expose us to heightened risk of litigation. Such litigation may include claims of contraction of COVID-19 or other illnesses in the workplace or claims related to workplace safety, privacy, employment, or anti-discrimination laws and regulations. The threat or occurrence of any such litigation, or the circumstances giving rise to any such litigation, may consume significant amounts of our management’s time and resources, result in regulatory investigation or sanction, increase our costs and expenses and reduce our profitability, as well as cause reputational harm.
A decline in the absolute or relative performance or value of real estate securities, or the attractiveness of real estate portfolios or investment strategies, would have an adverse effect on the assets we manage and our revenue.
As of December 31, 2020, approximately 60.1% of the assets we managed were concentrated in real estate securities. Real estate securities and real property investments owned by the issuers of real estate securities are subject to varying degrees of risk that could affect investment performance. Returns on investments in real estate securities depend on the amount of income and capital appreciation or loss realized by the underlying real property. Income and real estate values may

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be adversely affected by, among other things, unfavorable changes to tax laws and other laws and regulations applicable to real estate securities, the cost of compliance with applicable laws and regulations, interest rates, the availability of financing, the creditworthiness of tenants, and the limited ability of issuers of real estate securities to vary their portfolios promptly in response to changes in market conditions. The financial performance and underlying valuations of certain areas of the real estate market, including without limitation office and retail shopping locations, residential rental property, and real estate concentrated in urban areas, were severely affected and may continue to be affected by the fallout from the COVID-19 pandemic. If the underlying properties do not generate sufficient income to pay for ongoing operating expenses, the income and the ability of an issuer of real estate securities to pay interest and principal on debt securities or any dividends on common or preferred stocks will be adversely affected. A decline in the performance or value of real estate securities would have an adverse effect on the assets we manage and reduce the fees we earn and our revenue.
Our growth and the execution of our real estate investment strategy may be constrained by the size and number of real estate securities issuers, as well as REIT ownership restrictions.
Investments in real estate securities continue to play an important role in our overall investment strategy. Our ability to fully utilize our investment capacity and continue to increase our ownership of real estate securities depends, in part, on growth in the size and number of issuers in the real estate securities market, particularly in the U.S. Limited growth, or any consolidation activity in the real estate sector, could limit or reduce the number of investment opportunities otherwise available to us. In addition, increased competition for investment opportunities due to large amounts of available capital dedicated to real estate strategies, or a real or perceived trend towards merger and acquisition activity in the sector, could affect real estate valuations and prices. A limited number of investment targets could adversely impact our ability to make new investments based on fundamental valuations or at all, impair the full utilization of our overall investment capacity, and otherwise negatively affect our investment strategy.
Our ability to increase our ownership, or maintain existing levels of ownership, may also be constrained by REIT ownership limits, which limit the percentage ownership of a REIT’s outstanding capital stock, common stock, and/or preferred stock. REIT charters generally grant a REIT the right to unilaterally reduce any ownership amount that it deems to be in violation of its ownership limits. Such charters do not typically provide for the elimination of such right even in the event a REIT has previously provided waivers from such limits or acknowledgements that ownership levels do not violate such limits. To the extent these ownership restrictions prevent us from acquiring new or additional real estate securities, or force us to reduce existing ownership amounts, our revenue and our ability to invest available assets and increase the assets we manage could be negatively affected.
A decline in the absolute or relative performance or value of preferred securities, or the attractiveness of preferred securities portfolios or investment strategies, would have an adverse effect on the assets we manage and our revenue.
The amount of assets we manage in our preferred securities strategies has grown significantly in recent years. As of December 31, 2020, approximately 29.0% of our total assets under management, including 14.1% in the Cohen & Steers Preferred Securities and Income Fund alone, was concentrated in these strategies. Our preferred securities investments are subject to varying degrees of market, contractual, financial, regulatory, and other risks that could affect investment performance and attractiveness, including risks related to interest rates, counterparty credit, income and distributions, and applicable tax treatment. Certain components of our preferred securities portfolios may also be subject to risks related to the expected discontinuation of the London Interbank Offered Rate, or “LIBOR,” and uncertainty around the identification and use of alternative reference rates. See “The expected discontinuation of LIBOR, and uncertainty around the identification and use of alternative reference rates, may adversely affect the value of certain LIBOR-based assets we manage and expose us to additional risks.” Further, to the extent limitations may arise in the overall supply of preferred securities investments at attractive prices or at all, whether due to performance concerns about the asset class, shifts in market trends or investor preferences, redemptions, or decreased volume of new issuances, our ability to deploy our available investment capacity may become constrained. A decline in the performance or value of preferred securities, or diminishment in the attractiveness or availability of preferred securities investments, would have an adverse effect on the assets we manage, limit our ability to increase and invest assets in these strategies, and reduce the fees we earn and our revenue.
A significant portion of our revenue for 2020 was derived from a single institutional client.
As of December 31, 2020, our largest institutional client, Daiwa Asset Management, which held most of its assets in U.S. REIT strategies subadvised by us in Japan, represented approximately 6.7% of our total revenue for 2020. As of December 31, 2020, approximately 27.9% of the institutional account assets we managed, and approximately 11.6% of our total assets under management were derived from this client. Investor demand for the products we subadvise for this client

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can be affected by, among other things, changes in the distributions paid by those products, the strength of the Japanese yen compared to the currencies in which the assets held in those products are denominated, and the market and regulatory environment in the Japanese mutual fund market. Changes in the distribution rates could decrease investor demand for these products, resulting in outflows of assets subadvised by us which would negatively impact our revenue and adversely affect our financial condition.
Seed investments made to support the launch of new strategies and products may expose us to potential losses on invested capital.
Our success is partially dependent on our ability to develop, launch, market, and manage new investment strategies and products. From time to time, we support the launch of new investment strategies and products by making seed investments in those strategies and products. Numerous risks and uncertainties are associated with all stages of the seed investment product life cycle, including investment performance, market risks, shifting client or market preferences, the introduction of competing products, compliance with regulatory requirements, and, in some cases, potentially illiquid investments and/or contractual lock-up or other restrictions on our ability to withdraw capital. Seed investments in new strategies and products utilize capital that would otherwise be available for other corporate purposes and expose us to potential capital losses, against which we may not hedge entirely. To the extent we realize losses on our seed investments, our earnings and financial condition may be adversely impacted.
The loss of any members of our senior management team or our failure to manage executive succession could have a material adverse effect on our business.
The success of our business depends largely on the experience, expertise and continued service of our executive management team. The loss of any members of our senior management team, or our failure to adequately prepare for the succession and retention of our executive management team or to effectively implement executive succession plans, could materially adversely affect our business, strategic initiatives and financial condition. While we have succession plans in place for members of our executive management team, and continue to review and update those plans, there is no guarantee that their implementation or execution will operate as intended or otherwise be effective. In addition, we do not carry “key person” or similar insurance that would provide us with proceeds in the event of the death or disability of any of the members of our management team.
On February 21, 2021, our company experienced a significant transition in executive leadership roles and responsibilities when Robert H. Steers, our co-founder, Chief Executive Officer and a member of our board of directors, took a medical leave of absence. In connection with Mr. Steers’ leave of absence, our board of directors appointed Joseph M. Harvey, our President and a member of our board of directors, as Acting Chief Executive Officer. The effectiveness of this transition, and any further transition, could have a significant impact on our business.
Regulations restricting the use of commission credits to pay for research have increased, and may continue to increase, our operating expenses.
On behalf of our clients, we make decisions to buy and sell securities, select broker-dealers to execute trades, and negotiate brokerage commission rates. In connection with these transactions and subject to best execution, we receive commission credits to pay for eligible research and services from broker-dealers and other eligible service providers. As a result of regulations in the European Union, we eliminated the use of commission credits to pay for research and eligible services for accounts where we had obligations directly within the scope of MiFID II (together with substantially similar national rules of the U.K. and implementing rules and regulations). Our operating expenses include payment for research and eligible services for these accounts.
Depending on the evolution of market practices and regulatory developments, we may elect to pay for research and expenses globally, subject to applicable SEC regulations, which would further increase our operating expenses.
We face substantial competition in all aspects of our business.
The investment management industry is highly competitive, and investors are increasingly fee sensitive. We compete against a large number of investment products offered by other investment management companies, investment dealers, banks, and insurance companies, and many institutions we compete with have greater financial resources than us. We compete with these firms on the basis of investment performance, diversity of products, distribution capability, scope and quality of services, reputation, and the ability to develop new investment strategies and products to meet the changing needs of investors.

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Our actively managed investment strategies compete not only against other active strategies but also against similarly positioned passive strategies. The continuing shift in market demand toward index funds and other passive strategies, and the growing availability of investment options to meet these demands, reduces opportunities for active managers and may accelerate fee compression. In the event that competitors charge lower fees for substantially similar products, we may be forced to compete on the basis of price in order to attract and retain clients. In order to maintain our current fee structure in a competitive environment, we must be able to provide clients with investment returns and service commensurate with the level of fees we charge. To the extent current or potential clients decide to invest in products sponsored by our competitors, the sales of our products as well as our market share, revenue, and net income could decline.
The inability to access clients through third-party intermediaries could have a material adverse effect on our business.
A significant portion of the assets we manage is attributable to the distribution of our products through third-party intermediaries. Our ability to distribute our products is highly dependent on access to the client bases and product platforms of international, national and regional securities firms, investment advisory firms, banks, insurance companies, defined contribution plan administrators, and other intermediaries, which generally offer competing investment products that could limit the distribution of our products. In addition, our separate account business, subadvisory, and model delivery services depend in part on recommendations by consultants, financial planners, and other professional advisors, as well as our existing clients.
The structure and terms of the distribution arrangements with intermediaries, including fees or rebates paid by us or our funds to intermediaries to assist with distribution efforts, and the ability of our funds to participate in these intermediary platforms are subject to changes driven by market competition and regulatory developments. Our existing relationships with third-party intermediaries and access to new intermediaries could be adversely affected by continued consolidation within the financial services industry. Consolidation may result in increased distribution costs, a reduction in the number of third parties distributing our investment products, or increased competition to access third-party distribution channels. There can be no assurance that we will be able to retain access to these channels. Loss of any of these third-party distribution channels, or changes to their structure and terms, or any reduction in our ability to access clients and investors through existing and new distribution channels, could adversely affect our business.
Our growth could be adversely affected if we are unable to manage the costs or realize the anticipated benefits associated with the expansion of our business.
Our growth strategy continues to involve expanding our business and diversifying our investment management business to include products and services outside of investments in real estate securities. As part of the implementation of our strategy, we have emphasized the development of broader real assets strategies and have expanded our geographical presence and capabilities as well as product and service offerings outside the U.S. As a result, our fixed costs and other expenses have increased to support the development and launch of new strategies and products, to expand the availability and marketability of our existing strategies and products, to grow our potential client base, and to enhance our infrastructure, including additional office space, technology, operations, and personnel.
Developing and implementing new investment strategies and products may require significant upfront management time and attention, the hiring of highly-compensated personnel, seed capital commitments, and other financial resources, including potential subsidies of operating expenses for an extended period of time, as well as ongoing marketing and other support. The success of our business strategy and future growth is contingent upon our ability to continue to support and invest in the development of new strategies and products, to generate sufficient assets under management and fee revenue at the levels and within the timeframe anticipated in order to support the compensation and other costs and expenses underlying such new strategies and products, to expand the availability of our existing strategies and products, and to successfully manage multiple offices and navigate legal and regulatory systems both domestically and internationally. The upfront and ongoing costs of adequately supporting such growth and initiatives will have an effect on our operating margin and other financial results.
Our clients may withdraw or reduce the amount of assets we manage or otherwise change the terms of our relationship, which could have an adverse impact on our revenue.
Our institutional clients, and firms with which we have strategic alliances, may terminate their relationship with us, reduce the amount of assets we manage, shift their assets to other types of accounts with different fee structures, or renegotiate the fees we charge them for any number of reasons, including investment performance, redemptions by beneficial owners of funds we manage or subadvise, actual or perceived competition between the accounts we subadvise and our proprietary investment products, changes in the key members of an investment team, changes in prevailing interest rates, and

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financial market performance. Certain investors in the funds we manage hold their shares indirectly through platforms sponsored by financial institutions that have the authority to make investment and asset allocation decisions on behalf of such investors. Decisions by investors to redeem assets may require selling investments at a disadvantageous time or price, which could negatively affect the amount of our assets under management or our ability to continue to pursue certain investment strategies. In a declining market or in conditions of poor relative or absolute performance, the pace of redemptions and withdrawals and the loss of institutional and individual separate account clients could accelerate. The occurrence of any of these events could have a material adverse effect on our revenue.
Limitations on our ability to utilize leverage in the closed-end funds we sponsor could reduce our assets under management and revenue.
Certain of the closed-end funds sponsored by us utilize leverage in the form of bank financing, which in the aggregate amounted to approximately $3.0 billion as of December 31, 2020. To the extent any closed-end fund sponsored by us elects or is required by regulation or the terms of its bank financing to reduce leverage, such fund may need to liquidate its investments. Reducing leverage or liquidating investments during adverse market conditions would reduce the Company’s assets under management and revenue.
We could incur financial losses, reputational harm and regulatory penalties if we fail to implement effective information security policies and procedures.
Our business is dependent on the effectiveness of our information and cyber security policies and procedures to protect our network and telecommunications systems and the data that reside in or are transmitted through such systems. As part of our normal operations, we maintain and transmit confidential information about our employees and clients’ portfolios as well as proprietary information relating to our business operations. We maintain a system of internal controls designed to provide reasonable assurance that fraudulent activity, including misappropriation of our assets, fraudulent financial reporting, and unauthorized access to sensitive or confidential information is either prevented or timely detected and remediated. However, our technology systems may still be vulnerable to unauthorized access or may be corrupted by cyberattacks, computer viruses or other malicious software code, or authorized persons could inadvertently or intentionally release confidential or proprietary information. The nature of these threats is constantly evolving and becoming increasingly sophisticated. Although we take precautions to password protect and encrypt our employees’ mobile electronic devices, if such devices are stolen, misplaced or left unattended, they may become vulnerable to hacking or other unauthorized use, creating a possible security risk. Like other companies, we have experienced, and will continue to experience, ongoing cyber security threats and attacks. During 2020, we experienced a cyber incident which did not materially impact our operations and has subsequently been addressed. There can be no assurance that our efforts to maintain and monitor the security and integrity of our information technology systems will be effective at all times.
Any breach or other failure of our or certain other parties’ technology systems, including those systems of service providers, key vendors, and third parties with whom we do business, could result in the loss of valuable information, liability for stolen assets or information, remediation costs to repair damage caused by the incident, additional security costs to mitigate against future incidents, regulatory penalties, and litigation costs resulting from the incident. In addition, our increased use of mobile and cloud technologies could increase these and other operational risks, and any failure by mobile or cloud technology service providers to adequately safeguard their systems could disrupt our operations and result in misappropriation, corruption, or loss of confidential or proprietary information.
For many companies, remote work arrangements resulting from the COVID-19 pandemic have made their network and communication systems more vulnerable to cyberattacks and incursions, and there has been an overall increase in both the frequency and severity of cyber incidents as such vulnerabilities have been exploited. Our remote work environment subjects us to heightened risk of cyberattacks, unauthorized access, or other privacy or data security incidents, both directly as well as indirectly through third-party intermediaries, service providers, and key vendors that have access or other connections to our systems.
Loss of confidential client information could harm our reputation, result in the termination of contracts by our existing clients, and subject us to litigation or liability under laws and agreements that protect confidential and personal data, resulting in increased costs and/or loss of revenues. We maintain a cyber insurance policy to help mitigate against any potential losses relating to information security breaches. However, such insurance may only partially reimburse us for our losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policy, we may be required to pay a substantial amount to satisfy such successful claim.

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The expected discontinuation of LIBOR, and uncertainty around the identification and use of alternative reference rates, may adversely affect the value of certain LIBOR-based assets we manage and expose us to additional risks.
LIBOR is the offered rate for short-term Eurodollar deposits between major international banks. LIBOR is used as a reference rate for various financial instruments, products and contracts globally to determine payment obligations, financing terms, hedging strategies, or investment value. In 2017, the UK Financial Conduct Authority, which regulates LIBOR, announced that the continuation of LIBOR cannot be guaranteed after the end of calendar 2021. In November 2020, the ICE Benchmark Administration, the administrator of LIBOR, announced a plan to extend the date as of which most U.S. LIBOR values would cease being computed from December 31, 2021 to June 30, 2023. Regulators and industry working groups have suggested alternative reference rates, but global consensus has not been achieved, and the potential for further regulatory changes addressing the use of LIBOR remains unclear.
Any market transition away from LIBOR in its current form will be complex and introduce a number of risks for us, our clients, and the financial services industry more widely. These include legal implementation risks, as extensive changes to documentation for new and existing clients and transactions may be required, financial risks arising from any changes in the valuation of financial instruments linked to benchmarks, pricing risks, as changes to benchmarks could impact pricing mechanisms on some instruments, operational risks due to the potential requirement to adapt information technology systems, trade reporting infrastructure and operational processes, and relationship risks relating to client communications and engagement during the transition away from LIBOR or other financial benchmarks currently utilized. The transition away from LIBOR may lead to increased volatility and illiquidity in markets and investments tied to LIBOR, and any alternative reference rate may be an ineffective substitute resulting in prolonged adverse market conditions, which would negatively impact our investments and which may result in the reduced effectiveness of our hedging strategies.
Failure to maintain adequate business continuity plans could have a material adverse effect on the Company and its products.
Significant portions of our business operations and those of our critical third-party service providers are concentrated in a few geographic areas, including New York and New Jersey. Critical operations that are geographically concentrated in New York include portfolio management, trading operations, information technology, investment administration, and portfolio accounting services for our products as well as corporate accounting systems. Should we, or any of our critical service providers, experience a significant local or regional disaster or other significant business disruption, our ability to remain operational will depend in part on the safety and availability of our personnel, our office facilities, and the proper functioning of our network, telecommunication, and other related systems and operations. We have backup systems and contingency plans, but we cannot ensure that they will be adequate under all circumstances or that material interruptions and disruptions will not occur. In addition, we rely to varying degrees on outside vendors for disaster recovery support, and we cannot guarantee that these vendors will be able to perform in an adequate and timely manner. Failure by us, or any of our critical service providers, to maintain up-to-date business continuity plans, including system backup facilities, would impede our ability to operate in the event of a significant business disruption, which could result in financial losses to the Company and our clients and investors.
We could experience loss of client relationships if our reputation is harmed.
Our reputation is important to the success of our business. We believe that the Cohen & Steers brand has been, and continues to be, well received globally both in our industry and with our clients, reflecting the fact that our brand, like our business, is based in part on trust and confidence. Our reputation may be harmed by a number of factors, including, but not limited to, poor investment performance, operational failures, cyber incidents, negative publicity, claims, or disputes arising from our management of COVID-19 or other pandemic conditions, the dissemination by current or former clients of unfavorable opinions about our services, changes in key members of an investment team or changes in our senior management, and the imposition of legal or regulatory sanctions or penalties in connection with our business activities. If our reputation is harmed, existing clients and investors may reduce amounts held in, or withdraw entirely from, funds or accounts that we manage, or funds or accounts may terminate their relationship with us. In addition, reputational harm may cause us to lose current employees and we may be unable to attract new ones with similar qualifications or skills, which could negatively affect our operations. If we fail to address, or appear to fail to address, successfully and promptly, the underlying causes of any reputational harm, we may be unsuccessful in repairing any damage to our reputation and our future business prospects would likely be affected, and the loss of client relationships could reduce our assets under management, revenue and earnings.

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The failure of a key vendor to fulfill its obligations to the Company could have a material adverse effect on the Company and its products.
We depend on a number of key vendors for various fund administration, fund and corporate accounting, custody and transfer agent services, information technology services, market data, and other operational needs. The failure or inability of the Company to establish backup for key services or the failure of any key vendor to fulfill its obligations for any reason, including those that may be beyond our or such vendor’s control, could lead to operational issues for the Company and certain of its products, which could result in financial losses for the Company and its clients.
Risks Related to our Common Stock
A significant portion of our common stock is owned or controlled by our Chief Executive Officer and our Chairman and their respective family members, which may limit the ability of other stockholders to influence the affairs of the Company.
Our Chief Executive Officer and a member of his family beneficially owned or controlled approximately 24.6% of our common stock as of December 31, 2020. In addition, our Chairman and a member of his family beneficially owned or controlled approximately 20.4% of our common stock as of December 31, 2020. Such levels of ownership or control create the ability to meaningfully influence, among other things:
the election of members of our board of directors, thereby indirectly influencing the management and affairs of the Company;
the outcome of matters submitted to a vote of our stockholders; and
any unsolicited acquisition of us and, consequently, potentially adversely affect the market price of our common stock or prevent our stockholders from realizing a premium on their shares.
The interests of one or more of such persons may differ from those of other stockholders in instances where, for example, management compensation is being determined or where an unsolicited acquisition of us could result in a change in our management. The concentration of beneficial ownership in such persons may limit the ability of our other stockholders to influence the affairs of the Company.
We may change our dividend policy at any time and there is no guarantee that we will pay dividends in the future.
Although we have a long history of paying regular and special cash dividends, there is no guarantee or requirement that we pay cash dividends in the future. Our dividend policy may change at any time without notice to our stockholders. The declaration and amount of any future dividends will be at the discretion of our board of directors and in accordance with applicable law and only after taking into account various factors that our board of directors deems relevant, including our financial condition, results of operations, cash flows and liquidity, current and anticipated cash needs and capital requirements, and potential alternative uses of cash. As a result, we cannot assure you that we will pay dividends at any rate or at all.
A sale of a substantial number of shares of our common stock may adversely affect the market price of our common stock, and the issuance of additional shares will dilute your percentage ownership in the Company.
A sale of a substantial number of shares of our common stock in the public market, or the perception that such sale may occur, could adversely affect the market price of our common stock. Our Chief Executive Officer and our Chairman, together with certain of their respective family members, beneficially owned or controlled 11,746,364 shares and 9,728,847 shares, respectively, of our common stock as of December 31, 2020. Any of such persons may sell shares of our common stock in the open market, subject to any restrictions imposed by U.S. federal securities laws on sales by affiliates.
In connection with our initial public offering in 2004, we entered into a Registration Rights Agreement with our Chief Executive Officer and our Chairman and certain trust entities controlled by certain of their respective family members that requires us to register under the Securities Act of 1933, as amended, shares of our common stock (and other securities convertible into or exchangeable or exercisable for shares of common stock) held by them under certain circumstances. In May 2018, we filed a Registration Statement on Form S-3 covering (i) the resale of up to an aggregate of 22,911,757 shares owned or controlled by our Chief Executive Officer and our Chairman and certain other persons and (ii) the offer and sale of an indeterminate number of shares by us to the public. The sale of a substantial number of shares of our common stock may adversely affect the market price of our common stock, and any additional shares that we issue will dilute your percentage ownership in the Company.

13


Anti-takeover provisions in our charter documents and Delaware law may delay or prevent a change in control of us, which could decrease the trading price of our common stock.
Our certificate of incorporation and bylaws and Delaware law contain certain anti-takeover provisions that could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of the Company without negotiating with our board of directors. Such provisions could limit the price that certain investors might be willing to pay in the future for the Company’s common stock. Certain of these provisions allow the Company to issue preferred stock with rights more senior to those of our common stock, impose various procedural and other requirements that could make it more difficult for stockholders to effect certain corporate actions, and set forth rules about how stockholders may present proposals or nominate directors for election at annual meetings.
We believe these provisions protect our stockholders from coercive or other unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess acquisition proposals. However, these provisions apply even if an acquisition proposal may be considered beneficial by some stockholders and could have the effect of delaying or preventing an acquisition. In the event that our board of directors determines that a potential business combination transaction would be beneficial to the Company and its stockholders, such stockholders may elect to sell their shares in the Company and the trading price of our common stock could decrease.
Legal and Regulatory Risks
We may be adversely impacted by legal and regulatory changes in the U.S. and internationally.
We operate in a highly regulated industry and are subject to new regulations and revisions to, and evolving interpretations of, existing regulations in the U.S. and internationally. In recent years, regulators in the U.S. and abroad have increased oversight of the financial services industry, which may result in regulation that increases the Company’s cost of conducting its business and maintaining its global compliance standards or limit or change the Company’s current or prospective business.
U.S. regulatory agencies have proposed and adopted multiple regulations that could impact the mutual fund industry. The SEC’s final rules and amendments that modernize reporting and disclosure, along with other potential upcoming regulations, could, among other things, restrict the funds we manage from engaging in certain transactions, impact flows, and/or increase expenses as well as compliance costs.
In Europe, rules and regulations under MiFID II and MiFIR, along with substantially similar national rules of the U.K. and implementing rules and regulations, have had, and will continue to have, direct and indirect effects on our operations in Europe, including increased costs for investment research and increased compliance, disclosure, reporting, and other obligations. In addition, European and international regulations and rules around environmental, social, and governance disclosures are expected to have direct and indirect effects on our global operations, including increased costs for increased compliance through disclosure and reporting, among other obligations.
There has been an increase in data and privacy regulations globally. In addition to the European Union’s General Data Protection Regulation (GDPR), U.S. state data breach and privacy legislation, including the California Consumer Privacy Act, have come into effect requiring us to comply with stringent requirements, and we expect that there will be further regulation and legislation that will come into effect in the future that will require us to comprehensively review our systems and processes and may result in additional costs.
The U.K.’s exit from the European Union on January 31, 2020 (referred to as Brexit) and end of the transition period on December 31, 2020 may continue to disrupt our business operations and impact our reported financial results as well as the liquidity and value of our investments. Brexit has caused significant geo-political and legal uncertainty and market volatility in the U.K. and elsewhere, which may continue during continued negotiations between the U.K. and Europe. CSUK’s ability to market and provide its services or serve as a distributor of financial products within the European Union could be restricted temporarily or in the long term as a result of Brexit. Our contingency plans for Brexit require the cooperation of counterparties or a regulator of financial services to make timely arrangements. While we believe it is in the best interests of counterparties and regulators to cooperate, we cannot guarantee that counterparties or regulators will cooperate or the timeliness of their cooperation. Our operating expenses have increased as we implement our plan to continue to market and provide our services and distribute our products in the short and/or long term.
The expected discontinuation of LIBOR and uncertainty around the identification and use of alternative reference rates introduces a number of risks for us, our clients, and the financial services industry more widely. See “The expected discontinuation of LIBOR, and uncertainty around the identification and use of alternative reference rates, may adversely affect the value of certain LIBOR-based assets we manage and expose us to additional risks.”

14


Although the full extent of the foregoing regulatory changes is still unclear, they may affect our business operations and increase our operating expenses.
Our involvement in legal proceedings could adversely affect our results of operations and financial condition.
Many aspects of our business involve risks of legal liability. Claims against us may arise in the ordinary course of business, including employment-related claims, and from time to time, we may receive subpoenas or other requests for information from various U.S. and non-U.S. governmental or regulatory authorities and third parties in connection with certain industry-wide, company-specific, or other investigations or proceedings. In addition, certain funds we manage may become subject to lawsuits, any of which could potentially impact the investment returns of the applicable fund.
We carry insurance in amounts and under terms that we believe are appropriate to cover potential liabilities related to litigation. However, we cannot guarantee that our insurance will cover all liabilities and losses to which we may be exposed, or that our insurance policies will continue to be available at acceptable terms and fees. As our insurance policies are due for renewal, we may need to assume higher deductibles or pay higher premiums, which would increase our expenses and reduce our net income.
The tax treatment of certain of our funds involves the interpretation of complex provisions of U.S. federal income tax law for which no precedent may be available and may be subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.
The U.S. federal income tax treatment of certain of our funds depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. U.S. federal income tax rules are constantly under review by the IRS and the U.S. Department of the Treasury, frequently resulting in revised interpretations of established concepts, statutory changes, revisions to regulations, and other modifications and interpretations. Recent and ongoing changes to U.S. federal income tax laws and interpretations thereof could cause us to change our investments and commitments, affect the tax considerations of an investment in us and our funds, and change the character or treatment of portions of our income. In addition, the Company may be required to make certain assumptions when electing a particular tax treatment. It is possible that the IRS could assert successfully that the assumptions made by us do not satisfy the technical requirements of the Internal Revenue Code and/or Treasury Regulations and could require items of income, gain, deduction, loss or credit, including interest deductions, be adjusted, reallocated, or disallowed in a manner that adversely affects us and our clients.

15


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

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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is listed on the New York Stock Exchange (NYSE) and is traded under the symbol “CNS”. As of February 22, 2021, there were 39 holders of record of our common stock. Holders of record include institutional and omnibus accounts that hold common stock on behalf of numerous underlying beneficial owners.
Payment of any dividends to our common stockholders is subject to the approval of our Board of Directors. When determining whether to pay a dividend, we take into account general economic and business conditions, our strategic plans, our financial results and condition, contractual, legal and regulatory restrictions on the payment of dividends by us and our subsidiaries and such other factors deemed relevant. On February 25, 2021, we declared a quarterly cash dividend on our common stock in the amount of $0.45 per share.
Issuer Purchases of Equity Securities
During the three months ended December 31, 2020, we did not make any purchases of our equity securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.
Recent Sales of Unregistered Securities
None.

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Item 6. Selected Financial Data
The selected consolidated financial data, together with other information presented below, should be read in conjunction with our consolidated financial statements and the notes to those statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report on Form 10-K.
Selected Consolidated Financial and Other Data
(in thousands, except per share data)As of and For the Years Ended December 31,
20202019201820172016
Consolidated Statements of Operations    
Total revenue
$427,536 $410,830 $381,111 $378,696 (1)$351,497 (1)
Total expenses
332,479 250,696 234,073 223,950 (1)215,986 (1)
Operating income95,057 160,134 147,038 154,746 135,511 
Total non-operating income (loss)
(1,670)27,415 (3,259)5,654 7,892 
Income before provision for income taxes
93,387 187,549 143,779 160,400 143,403 
Provision for income taxes18,222 40,565 34,257 67,914 (2)50,593 (2)
Net income75,165 146,984 109,522 92,486 92,810 
Less: Net (income) loss attributable to redeemable noncontrolling interests
1,419 (12,363)4,374 (547)126 
Net income attributable to common stockholders
$76,584 $134,621 $113,896 $91,939 $92,936 
Earnings per share attributable to common stockholders
    
Basic
$1.60 $2.85 $2.43 $1.98 $2.02 
Diluted
$1.57 $2.79 $2.40 $1.96 $2.00 
Cash dividends declared per share
Quarterly
$1.56 $1.44 $1.32 $1.12 $1.04 
Special
$1.00 $2.00 $2.50 $1.00 $0.50 
Consolidated Statements of Financial Condition
    
Cash and cash equivalents$41,232 $101,352 $92,733 $193,452 $183,234 
Investments154,978 155,213 224,932 108,106 54,544 
Total assets348,453 402,419 481,039 410,125 333,728 
Total liabilities123,549 135,304 144,201 86,794 67,061 
Redeemable noncontrolling interests50,665 53,412 114,192 47,795 853 
Total stockholders’ equity174,239 213,703 222,646 275,536 265,814 
Other Data (in millions)
    
Assets under management (AUM) by investment vehicle: (3)
    
Institutional accounts$33,255 $31,813 $27,148 $30,896 $29,848 
Open-end funds35,160 30,725 22,295 25,188 21,177 
Closed-end funds11,493 9,644 8,410 9,406 8,963 
Total AUM$79,908 $72,182 $57,853 $65,490 $59,988 
 _________________________
(1) Amounts have been recast to reflect the Company’s adoption of the revenue recognition accounting standard on January 1, 2018.
(2) Amounts for 2017 and 2016 reflect the higher U.S. federal statutory rate before it was lowered to 21.0% due to the Tax Cuts and Jobs Act.
(3) Amounts prior to 2019 have been recast to include model-based portfolios which were previously classified as assets under advisement.

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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 and the impact of the ongoing COVID-19 pandemic on the current economic environment and our business. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “may,” “should,” “seeks,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these forward-looking statements. We believe that these factors include, but are not limited to, the risks described in Item 1A. Risk Factors of this Annual Report on Form 10-K. These factors are not exhaustive and should be read in conjunction with the other cautionary statements that are included in this Annual Report on Form 10-K. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Cohen & Steers, Inc. (CNS), a Delaware corporation formed in 2004, and its subsidiaries are collectively referred to as the Company, we, us or our.
Executive Overview
General
We are a global investment manager specializing in liquid real assets, including real estate securities, listed infrastructure and natural resource equities, as well as preferred securities and other income 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 securities, preferred securities and low duration preferred securities, global/international real estate securities, global listed infrastructure, real assets multi-strategy, midstream energy and MLPs, 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, separate accounts, and subadvised portfolios.
Our distribution network encompasses two major channels, wealth management and institutional. Our wealth management channel includes registered investment advisers, wirehouses, independent and regional broker dealers and bank trusts. Our institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries.
Our revenue is derived from fees received from our clients, including fees for managing or subadvising 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, investment performance. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of market appreciation and depreciation, contributions or withdrawals from investor accounts and distributions. This revenue is recognized over the period that the assets are managed.
A majority of our revenue, 92.4%, 92.1% and 91.8% for the years ended December 31, 2020, 2019 and 2018, 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. During the first quarter of 2020, we activated our Business Continuity Plan and the majority of our employees worldwide continue to work from home and will do so for the foreseeable future. Ongoing business operations, including investment, trading, finance, operational and client service capabilities have not been materially impacted as a result of the ongoing COVID-19 pandemic; however, there is no assurance that they will not be impacted in future periods. We have also altered our travel policy, suspending all domestic and international air travel, and are leveraging our IT infrastructure to conduct virtual meetings with

19


both internal and external parties. We remain focused on managing our clients' portfolios while maintaining the safety of our employees, families and communities.
The full scope and duration of the social, market and economic fallout from the COVID-19 pandemic is impossible to predict, and conditions emanating from the outbreak could worsen from those already experienced, including the possibility of a steep and prolonged economic downturn or global recession. Please refer to Part I - Item 1A Risk Factors for additional information regarding the effect on our business COVID-19 has had and may continue to have.




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Assets Under Management
By Investment Vehicle
(in millions)
 Years Ended December 31,
20202019
2018 (1)
Institutional Accounts
Assets under management, beginning of period$31,813 $27,148 $30,896 
Inflows7,192 3,993 2,814 
Outflows(4,418)(4,908)(3,558)
Net inflows (outflows)2,774 (915)(744)
Market appreciation (depreciation)53 6,873 (1,074)
Distributions(1,385)(1,306)(1,962)
Transfers— 13 32 
Total increase (decrease)1,442 4,665 (3,748)
Assets under management, end of period$33,255 $31,813 $27,148 
Percentage of total assets under management41.6 %44.1 %46.9 %
Average assets under management$29,883 $30,301 $28,893 
Open-end Funds
Assets under management, beginning of period$30,725 $22,295 $25,188 
Inflows17,556 12,484 8,963 
Outflows(12,135)(7,745)(9,411)
Net inflows (outflows)5,421 4,739 (448)
Market appreciation (depreciation)405 5,881 (1,302)
Distributions(1,391)(2,177)(1,111)
Transfers— (13)(32)
Total increase (decrease)4,435 8,430 (2,893)
Assets under management, end of period$35,160 $30,725 $22,295 
Percentage of total assets under management44.0 %42.6 %38.5 %
Average assets under management$30,152 $27,595 $24,276 
Closed-end Funds
Assets under management, beginning of period$9,644 $8,410 $9,406 
Inflows2,652 12 
Outflows(89)(80)— 
Net inflows (outflows)2,563 (75)12 
Market appreciation (depreciation)(197)1,823 (496)
Distributions(517)(514)(512)
Total increase (decrease)1,849 1,234 (996)
Assets under management, end of period
$11,493 $9,644 $8,410 
Percentage of total assets under management14.4 %13.4 %14.5 %
Average assets under management$9,140 $9,381 $9,012 
Total
Assets under management, beginning of period$72,182 $57,853 $65,490 
Inflows27,400 16,482 11,789 
Outflows(16,642)(12,733)(12,969)
Net inflows (outflows)10,758 3,749 (1,180)
Market appreciation (depreciation)261 14,577 (2,872)
Distributions(3,293)(3,997)(3,585)
Total increase (decrease)7,726 14,329 (7,637)
Assets under management, end of period$79,908 $72,182 $57,853 
Average assets under management$69,175 $67,277 $62,181 
_________________________
(1)    Amounts have been recast to include model-based portfolios which were previously classified as assets under advisement.

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Assets Under Management - Institutional Accounts
By Account Type
(in millions)
Years Ended December 31,
20202019
2018 (1)
Advisory
Assets under management, beginning of period$15,669 $12,065 $11,341 
Inflows4,324 1,918 2,101 
Outflows(2,771)(1,351)(925)
Net inflows (outflows)1,553 567 1,176 
Market appreciation (depreciation)406 3,032 (484)
Transfers— 32 
Total increase (decrease)1,959 3,604 724 
Assets under management, end of period$17,628 $15,669 $12,065 
Percentage of institutional assets under management53.0 %49.3 %44.4 %
Average assets under management$15,650 $14,752 $11,804 
Japan Subadvisory
Assets under management, beginning of period$10,323 $9,288 $12,672 
Inflows1,601 942 144 
Outflows(626)(1,076)(1,250)
Net inflows (outflows)975 (134)(1,106)
Market appreciation (depreciation)(193)2,475 (316)
Distributions(1,385)(1,306)(1,962)
Total increase (decrease)(603)1,035 (3,384)
Assets under management, end of period$9,720 $10,323 $9,288 
Percentage of institutional assets under management29.2 %32.4 %34.2 %
Average assets under management$9,014 $9,954 $10,608 
Subadvisory Excluding Japan
Assets under management, beginning of period$5,821 $5,795 $6,883 
Inflows1,267 1,133 569 
Outflows(1,021)(2,481)(1,383)
Net inflows (outflows)246 (1,348)(814)
Market appreciation (depreciation)(160)1,366 (274)
Transfers— — 
Total increase (decrease)86 26 (1,088)
Assets under management, end of period$5,907 $5,821 $5,795 
Percentage of institutional assets under management17.8 %18.3 %21.3 %
Average assets under management$5,219 $5,595 $6,481 
Total Institutional Accounts
Assets under management, beginning of period$31,813 $27,148 $30,896 
Inflows7,192 3,993 2,814 
Outflows(4,418)(4,908)(3,558)
Net inflows (outflows)2,774 (915)(744)
Market appreciation (depreciation)53 6,873 (1,074)
Distributions(1,385)(1,306)(1,962)
Transfers— 13 32 
Total increase (decrease)1,442 4,665 (3,748)
Assets under management, end of period$33,255 $31,813 $27,148 
Average assets under management$29,883 $30,301 $28,893 
_________________________
(1)    Amounts have been recast to include model-based portfolios which were previously classified as assets under advisement.

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Assets Under Management
By Investment Strategy
(in millions)
Years Ended December 31,
20202019
2018 (1)
U.S. Real Estate
Assets under management, beginning of period$31,024 $24,627 $29,241 
Inflows11,114 7,298 4,488 
Outflows(6,478)(5,363)(5,158)
Net inflows (outflows)4,636 1,935 (670)
Market appreciation (depreciation)(574)7,346 (1,151)
Distributions(2,282)(2,886)(2,561)
Transfers23 (232)
Total increase (decrease)1,803 6,397 (4,614)
Assets under management, end of period$32,827 $31,024 $24,627 
Percentage of total assets under management41.1 %43.0 %42.6 %
Average assets under management$28,972 $29,117 $26,605 
Preferred Securities
Assets under management, beginning of period$17,581 $13,068 $14,435 
Inflows10,979 5,726 4,503 
Outflows(5,828)(3,041)(4,723)
Net inflows (outflows)5,151 2,685 (220)
Market appreciation (depreciation)1,172 2,406 (803)
Distributions(696)(597)(560)
Transfers(23)19 216 
Total increase (decrease)5,604 4,513 (1,367)
Assets under management, end of period$23,185 $17,581 $13,068 
Percentage of total assets under management29.0 %24.4 %22.6 %
Average assets under management$18,278 $15,702 $14,237 
Global/International Real Estate
Assets under management, beginning of period$13,509 $11,047 $11,194 
Inflows4,122 2,541 1,975 
Outflows(2,436)(2,714)(1,669)
Net inflows (outflows)1,686 (173)306 
Market appreciation (depreciation)102 2,887 (254)
Distributions(83)(252)(199)
Total increase (decrease)1,705 2,462 (147)
Assets under management, end of period$15,214 $13,509 $11,047 
Percentage of total assets under management19.0 %18.7 %19.1 %
Average assets under management$13,193 $12,718 $11,341 
_________________________
(1)    Amounts have been recast to include model-based portfolios which were previously classified as assets under advisement.








23


Assets Under Management
By Investment Strategy - continued
(in millions)
Years Ended December 31,
20202019
2018 (1)
Global Listed Infrastructure
Assets under management, beginning of period$8,076 $6,517 $6,982 
Inflows997 713 601 
Outflows(1,722)(699)(448)
Net inflows (outflows)(725)14 153 
Market appreciation (depreciation)(423)1,520 (419)
Distributions(199)(201)(199)
Transfers— 226 — 
Total increase (decrease)(1,347)1,559 (465)
Assets under management, end of period$6,729 $8,076 $6,517 
Percentage of total assets under management8.4 %11.2 %11.3 %
Average assets under management$6,972 $7,455 $6,924 
Other
Assets under management, beginning of period$1,992 $2,594 $3,638 
Inflows188 204 222 
Outflows(178)(916)(971)
Net inflows (outflows)10 (712)(749)
Market appreciation (depreciation)(16)418 (245)
Distributions(33)(61)(66)
Transfers— (247)16 
Total increase (decrease)(39)(602)(1,044)
Assets under management, end of period$1,953 $1,992 $2,594 
Percentage of total assets under management2.4 %2.8 %4.5 %
Average assets under management$1,760 $2,285 $3,075 
Total
Assets under management, beginning of period$72,182 $57,853 $65,490 
Inflows27,400 16,482 11,789 
Outflows(16,642)(12,733)(12,969)
Net inflows (outflows)10,758 3,749 (1,180)
Market appreciation (depreciation)261 14,577 (2,872)
Distributions(3,293)(3,997)(3,585)
Total increase (decrease)7,726 14,329 (7,637)
Assets under management, end of period$79,908 $72,182 $57,853 
Average assets under management$69,175 $67,277 $62,182 
_________________________
(1)    Amounts have been recast to include model-based portfolios which were previously classified as assets under advisement.







24


Investment Performance as of December 31, 2020
cns-20201231_g1.jpg
_________________________
(1)    Past performance is no guarantee of future results. Outperformance is determined by comparing the annualized investment performance of each investment strategy to the performance of specified reference benchmarks. Investment performance in excess of the performance of the benchmark is considered outperformance. The investment performance calculation of each investment strategy is based on all active accounts and investment models pursuing similar investment objectives. For accounts, actual investment performance is measured gross of fees and net of withholding taxes. For investment models, for which actual investment performance does not exist, the investment performance of a composite of accounts pursuing comparable investment objectives is used as a proxy for actual investment performance. The performance of the specified reference benchmark for each account and investment model is measured net of withholding taxes, where applicable. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.
(2)    © 2021 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar calculates its ratings based on a risk-adjusted return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive two stars and the bottom 10% receive one star. Past performance is no guarantee of future results. Based on independent rating by Morningstar, Inc. of investment performance of each Cohen & Steers-sponsored open-end U.S.-registered mutual fund for all share classes for the overall period at December 31, 2020. 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 - 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, compared with 6.5% for the

25


year ended December 31, 2019. The organic growth rate represents the ratio of net flows for the year to the beginning assets under management of the respective period.
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, compared with organic decay of 3.4% for the year ended December 31, 2019.
Average assets under management for institutional accounts for the year ended December 31, 2020 decreased 1.4% to $29.9 billion from $30.3 billion for the year ended December 31, 2019.
Assets under management in institutional advisory accounts at December 31, 2020, which represented 53.0% of institutional assets under management, increased 12.5% to $17.6 billion from $15.7 billion at December 31, 2019. The increase was due to net inflows of $1.6 billion and market appreciation of $406 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 institutional advisory accounts was 9.9% for the year ended December 31, 2020, compared with 4.7% for the year ended December 31, 2019.
Average assets under management for institutional advisory accounts for the year ended December 31, 2020 increased 6.1% to $15.7 billion from $14.8 billion for the year ended December 31, 2019.
Assets under management in Japan subadvisory accounts at December 31, 2020, which represented 29.2% of institutional assets under management, decreased 5.8% to $9.7 billion from $10.3 billion at December 31, 2019. The decrease was due to market depreciation of $193 million and distributions of $1.4 billion, partially offset by net inflows of $975 million. Net inflows included $913 million into U.S. real estate. Market 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, compared with organic decay of 1.4% for the year ended December 31, 2019.
Average assets under management for Japan subadvisory accounts for the year ended December 31, 2020 decreased 9.4% to $9.0 billion from $10.0 billion for the year ended December 31, 2019.
Assets under management in institutional 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. Market depreciation included $109 million from global/international real estate. Our organic growth rate for institutional subadvisory accounts excluding Japan was 4.2% for the year ended December 31, 2020, compared with organic decay of 23.3% for the year ended December 31, 2019.
Average assets under management for institutional subadvisory accounts excluding Japan for the year ended December 31, 2020 decreased 6.7% to $5.2 billion from $5.6 billion for the year ended December 31, 2019.
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

26


estate and $578 million from preferred securities. Our organic growth rate for open-end funds was 17.6% for the year ended December 31, 2020, compared with 21.3% for the year ended December 31, 2019.
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, compared with organic decay of 0.9% for the year ended December 31, 2019.
Average assets under management for closed-end funds for the year ended December 31, 2020 decreased 2.6% to $9.1 billion from $9.4 billion for the year ended December 31, 2019.
Changes in Assets Under Management - 2019 Compared with 2018
Assets under management at December 31, 2019 increased 24.8% to $72.2 billion from $57.9 billion at December 31, 2018. The increase was due to net inflows of $3.7 billion and market appreciation of $14.6 billion, partially offset by distributions of $4.0 billion. Net inflows included $2.7 million into preferred securities and $1.9 billion into U.S. real estate, partially offset by net outflows of $676 million from large cap value (which is included in “Other” in the table on pages 23-24). Market appreciation included $7.3 billion from U.S. real estate, $2.9 billion from global/international real estate, $2.4 billion from preferred securities and $1.5 billion from global listed infrastructure. Distributions included $2.9 billion from U.S. real estate and $597 million from preferred securities. Our overall organic growth rate was 6.5% for the year ended December 31, 2019, compared with organic decay of 1.8% for the year ended December 31, 2018.
Average assets under management for the year ended December 31, 2019 increased 8.2% to $67.3 billion from $62.2 billion for the year ended December 31, 2018.
Institutional accounts
Assets under management in institutional accounts at December 31, 2019, which represented 44.1% of total assets under management, increased 17.2% to $31.8 billion from $27.1 billion at December 31, 2018. The increase was due to market appreciation of $6.9 billion, partially offset by net outflows of $915 million and distributions of $1.3 billion. Net outflows included $510 million from large cap value (which is included in “Other” in the table on pages 23-24) and $356 million from preferred securities, partially offset by net inflows of $231 million into U.S. real estate. Market appreciation included $3.0 billion from U.S. real estate and $2.4 million from global/international real estate. Distributions included $1.2 billion from U.S. real estate. Our organic decay rate for institutional accounts was 3.4% for the year ended December 31, 2019, compared with 2.4% for the year ended December 31, 2018.
Average assets under management for institutional accounts for the year ended December 31, 2019 increased 4.9% to $30.3 billion from $28.9 billion for the year ended December 31, 2018.
Assets under management in institutional advisory accounts at December 31, 2019, which represented 49.3% of institutional assets under management, increased 29.9% to $15.7 billion from $12.1 billion at December 31, 2018. The increase was due to net inflows of $567 million and market appreciation of $3.0 billion. Net inflows included $592 million into global/international real estate and $124 million into U.S. real estate, partially offset by net outflows of $92 million from large cap value (which is included in “Other” in the table on pages 23-24) and $69 million from global listed infrastructure. Market appreciation included $1.1 billion from global/international real estate, $803 million from U.S. real estate and $512 million from global listed infrastructure. Our organic growth rate for institutional advisory accounts was 4.7% for the year ended December 31, 2019, compared with 10.4% for the year ended December 31, 2018.
Average assets under management for institutional advisory accounts for the year ended December 31, 2019 increased 25.0% to $14.8 billion from $11.8 billion for the year ended December 31, 2018.

27


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

28


Summary of Operating Information
Years Ended December 31,
(in thousands, except percentages and per share data)202020192018
U.S. GAAP
Revenue$427,536 $410,830 $381,111 
Expenses (1)
$332,479 $250,696 $234,073 
Operating income (loss)$95,057 $160,134 $147,038 
Non-operating income (loss)$(1,670)$27,415 $(3,259)
Net income attributable to common stockholders$76,584 $134,621 $113,896 
Diluted earnings per share$1.57 $2.79 $2.40 
Operating margin22.2 %39.0 %38.6 %
As Adjusted (2)
Net income attributable to common stockholders$125,291 $124,360 $113,849 
Diluted earnings per share$2.57 $2.57 $2.40 
Operating margin39.6 %39.6 %39.1 %
_________________________
(1)    Includes expenses of $60.6 million associated with the initial public offering of PTA for the year ended December 31, 2020.
(2)    The “As Adjusted” amounts represent non-GAAP financial measures. Refer to pages 34-35 for reconciliations to the most directly comparable U.S. GAAP financial measures.
U.S. GAAP
2020 Compared with 2019
Revenue
Years Ended December 31,
(in thousands)20202019$ Change% Change
Institutional accounts
$115,876 $110,346 $5,530 5.0 %
Open-end funds
201,135 187,730 13,405 7.1 %
Closed-end funds
78,026 80,502 (2,476)(3.1)%
Investment advisory and administration fees395,037 378,578 16,459 4.3 %
Distribution and service fees30,134 30,048 86 0.3 %
Other2,365 2,204 161 7.3 %
Total revenue$427,536 $410,830 $16,706 4.1 %

Revenue for the year ended December 31, 2020 increased primarily attributable to higher average assets under management in open-end funds and the recognition of $7.7 million of performance fees from certain institutional accounts, partially offset by lower average assets under management in institutional accounts and closed-end funds.
Total investment advisory revenue compared with average assets under management in institutional accounts 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 annual effective fee rate is primarily due to higher performance fees in 2020.
Total investment advisory and administration revenue compared with average assets under management in open-end funds 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 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 and administration revenue compared with average assets under management in closed-end funds implied an annual effective fee rate of 85.4 bps and 85.8 bps for the years ended December 31, 2020 and 2019, respectively. In 2021, the annual effective fee rate is expected to increase as a result of the initial public offering of PTA, which concluded on October 27, 2020.

29


Expenses
Years Ended December 31,
(in thousands)20202019$ Change% Change
Employee compensation and benefits$156,457 $143,431 $13,026 9.1 %
Distribution and service fees115,084 55,237 59,847 108.3 %
General and administrative56,286 47,632 8,654 18.2 %
Depreciation and amortization4,652 4,396 256 5.8 %
Total expenses$332,479 $250,696 $81,783 32.6 %

Employee compensation and benefits for the year ended December 31, 2020 increased primarily due to higher salaries of $3.7 million, an increase in incentive compensation of $3.4 million, an increase in severance expenses of $1.8 million, higher payroll taxes of $1.2 million and commissions of $1.1 million.
Distribution and service fees expense for the year ended December 31, 2020 increased primarily due to costs
associated with 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 higher expenses associated with the initial public offering of PTA and the RQI rights offering for the year ended December 31, 2020. Operating margin represents the ratio of operating income to revenue.
Non-operating Income (Loss)
Years Ended December 31,
20202019
(in thousands)Seed InvestmentsOtherTotalSeed InvestmentsOtherTotal
Interest and dividend income—net$2,358 $1,004 $3,362 $3,052 $3,664 $6,716 
Gain (loss) from investments—net(4,116)— (4,116)21,673 — 21,673 
Foreign currency gains (losses)—net(399)(517)(916)381 (1,355)(974)
Total non-operating income (loss)$(2,157)
(1)
$487 $(1,670)$25,106 
(1)
$2,309 $27,415 
_________________________
(1)    Seed investments included net loss of $1.4 million and net income of $12.4 million attributable to third-party interests for the years ended December 31, 2020 and 2019, respectively.
Income Taxes
Years Ended December 31,
(in thousands, except percentages)20202019$ Change% Change
Income tax expense$18,222 $40,565 $(22,343)(55.1)%
Effective tax rate19.2 %23.2 %

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


30


2019 Compared with 2018
Revenue
Years Ended December 31,
(in thousands)2019
2018 (1)
$ Change% Change
Institutional accounts
$110,346 $104,327 $6,019 5.8 %
Open-end funds
187,730 168,273 19,457 11.6 %
Closed-end funds
80,502 77,270 3,232 4.2 %
Investment advisory and administration fees378,578 349,870 28,708 8.2 %
Distribution and service fees30,048 29,090 958 3.3 %
Other2,204 2,151 53 2.5 %
Total revenue$410,830 $381,111 $29,719 7.8 %
_________________________
(1)    Amounts related to model-based portfolios were reclassified from other (previously reported as portfolio consulting and other) to investment advisory and administration fees.
Revenue for the year ended December 31, 2019 increased primarily attributable to higher average assets under management in all three investment vehicles.
Total investment advisory revenue compared with average assets under management in institutional accounts implied an annual effective fee rate of 36.4 bps and 36.1 bps for the years ended December 31, 2019 and 2018, respectively.
Total investment advisory and administration revenue compared with average assets under management in open-end funds implied an annual effective fee rate of 68.0 bps and 69.3 bps for the years ended December 31, 2019 and 2018, respectively. The decrease in the annual effective fee rate is primarily due to a reduction of the investment advisory fee rate and higher fund reimbursements related to the imposition of an expense cap effective July 1, 2019 by Cohen & Steers Realty Shares, Inc.
Total investment advisory and administration revenue compared with average assets under management in closed-end funds implied an annual effective fee rate of 85.8 bps and 85.7 bps for the years ended December 31, 2019 and 2018, respectively.
Expenses
Years Ended December 31,
(in thousands)20192018$ Change% Change
Employee compensation and benefits$143,431 $131,292 $12,139 9.2 %
Distribution and service fees55,237 50,043 5,194 10.4 %
General and administrative47,632 48,265 (633)(1.3)%
Depreciation and amortization4,396 4,473 (77)(1.7)%
Total expenses$250,696 $234,073 $16,623 7.1 %

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

31


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

The effective tax rate for the year ended December 31, 2019 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes, partially offset by the reversal of certain liabilities associated with unrecognized tax benefits, the release of a portion of the valuation allowance associated with unrealized gains on the Company's seed investments and a discrete tax item related to the appreciated value of restricted stock units delivered in January 2019. The effective tax rate for the year ended December 31, 2018 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes, partially offset by the reversal of certain liabilities associated with unrecognized tax benefits, a discrete tax item related to the appreciated value of restricted stock units delivered in January 2018 and an adjustment to the Company's transition tax liability in connection with the Tax Cuts and Jobs Act (the Tax Act).
As Adjusted
The term “As Adjusted” is used to identify non-GAAP financial information in the discussion below. Refer to pages 34-35 for reconciliations to the most directly comparable U.S. GAAP financial measures.
2020 Compared with 2019
Revenue
Revenue, as adjusted, for the year ended December 31, 2020 was $427.8 million, compared with $410.4 million for the year ended December 31, 2019.
Revenue, as adjusted, excluded the consolidation of certain of our seed investments for both years.
Expenses
Expenses, as adjusted, for the year ended December 31, 2020 were $258.4 million, compared with $247.7 million for the year ended December 31, 2019.
Expenses, as adjusted, excluded the following:
The consolidation of certain of our seed investments for both years;
Amounts related to the accelerated vesting of certain restricted stock units for both years;
Costs associated with the initial public offering of PTA for the year ended December 31, 2020;
Costs associated with the RQI rights offering for both years; and
Other non-recurring expenses for the year ended December 31, 2020.
Operating Margin
Operating margin, as adjusted, was 39.6% for both years ended December 31, 2020 and 2019.

32


Non-operating Income
Non-operating income, as adjusted, for the year ended December 31, 2020 was $1.4 million, compared with $4.2 million for the year ended December 31, 2019.
Non-operating income, as adjusted, excluded the following for both years:
Results from our seed investments; and
Net foreign currency exchange gains and 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% for the year ended December 31, 2019.
The effective tax rate, as adjusted, excluded the tax effects associated with non-GAAP adjustments as well as discrete tax items for both years.
2019 Compared with 2018
Revenue
Revenue, as adjusted, for the year ended December 31, 2019 was $410.4 million, compared with $380.4 million for the year ended December 31, 2018.
Revenue, as adjusted, excluded the consolidation of certain of our seed investments for both years.
Expenses
Expenses, as adjusted, for the year ended December 31, 2019 were $247.7 million, compared with $231.8 million for the year ended December 31, 2018.
Expenses, as adjusted, excluded the following:
The consolidation of certain of our seed investments for both years;
Amounts related to the accelerated vesting of certain restricted stock units for the year ended December 31, 2019;
Costs associated with the RQI rights offering for the year ended December 31, 2019; and
Expenses associated with the evaluation of a potential business transaction that we did not pursue for the year ended December 31, 2018.
Operating Margin
Operating margin, as adjusted, for the year ended December 31, 2019 was 39.6%, compared with 39.1% for the year ended December 31, 2018.
Non-operating Income
Non-operating income, as adjusted, for the year ended December 31, 2019 was $4.2 million, compared with $3.7 million for the year ended December 31, 2018.
Non-operating income, as adjusted, excluded the following for both years:
Results from our seed investments; and
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, 2019 was 25.5%, compared with 25.3% for the year ended December 31, 2018.
The effective tax rate, as adjusted, excluded the tax effects associated with non-GAAP adjustments as well as discrete tax items for both years.

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Non-GAAP Reconciliations
Management believes that use of these non-GAAP financial measures enhances the evaluation of our results, as they provide greater transparency into our operating performance. In addition, these non-GAAP financial measures are used to prepare our internal management reports and are used by management in evaluating our business.
While we believe that this non-GAAP financial information is useful in evaluating our results and operating performance, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with U.S. GAAP.
Reconciliation of U.S. GAAP Net Income Attributable to Common Stockholders and U.S. GAAP Earnings per Share to Net Income Attributable to Common Stockholders, As Adjusted, and Earnings per Share, As Adjusted
Years Ended December 31,
(in thousands, except per share data)202020192018
Net income attributable to common stockholders, U.S. GAAP$76,584 $134,621 $113,896 
Seed investments (1)
1,443 (11,858)5,552 
Accelerated vesting of restricted stock units
774 1,344 — 
Initial public offering costs (2)
60,559 — — 
Rights offering costs (3)
11,859 346 — 
Other non-recurring expenses (4)
500 — 871 
Foreign currency exchange (gains) losses—net (5)
871 1,909 (2,270)
Tax adjustments (6)
(27,299)(2,002)(4,200)
Net income attributable to common stockholders, as adjusted$125,291 $124,360 $113,849 
Diluted weighted average shares outstanding48,676 48,297 47,381 
Diluted earnings per share, U.S. GAAP$1.57 $2.79 $2.40 
Seed investments
0.03 (0.25)0.12 
Accelerated vesting of restricted stock units
0.02 0.02 — 
Initial public offering costs1.24 — — 
Rights offering costs
0.24 0.01 — 
Other non-recurring expenses0.01 — 0.02 
Foreign currency exchange (gains) losses—net0.02 0.04 (0.05)
Tax adjustments
(0.56)(0.04)(0.09)
Diluted earnings per share, as adjusted $2.57 $2.57 $2.40 
_________________________
(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:
Employee compensation and benefits
$1,317 $— $— 
Distribution and service fees
57,818 — — 
General and administrative
1,424 — — 
Initial public offering costs
$60,559 $— $— 

(3)     Represents costs associated with the RQI rights offering which were recorded in general and administrative expense in 2020 and 2019.
(4)     Represents non-recurring expenses which were recorded in distribution and service fees in 2020 and expenses associated with the evaluation of a potential business transaction that the Company did not pursue which were recorded in general and administrative expense in 2018.
(5)    Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
(6)    Tax adjustments are summarized in the following table:
Discrete tax items
$(10,180)$(2,040)$(4,417)
Tax-effect of non-GAAP adjustments
(17,119)38 217 
Total tax adjustments
$(27,299)$(2,002)$(4,200)


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Reconciliation of U.S. GAAP Operating Income and U.S. GAAP Operating Margin to Operating Income, As Adjusted and Operating Margin, As Adjusted
Years Ended December 31,
(in thousands, except percentages)202020192018
Revenue, U.S. GAAP$427,536 $410,830 $381,111 
Seed investments (1)
281 (438)(694)
Revenue, as adjusted$427,817 $410,392 $380,417 
Expenses, U.S. GAAP$332,479 $250,696 $234,073 
Seed investments (1)
(424)(1,323)(1,408)
Accelerated vesting of restricted stock units
(774)(1,344)— 
Initial public offering costs (2)
(60,559)— — 
Rights offering costs (3)
(11,859)(346)— 
Other non-recurring expenses (4)
(500)— (871)
Expenses, as adjusted$258,363 $247,683 $231,794 
Operating income, U.S. GAAP$95,057 $160,134 $147,038 
Seed investments (1)
705 885 714 
Accelerated vesting of restricted stock units
774 1,344 — 
Initial public offering costs (2)
60,559 — — 
Rights offering costs (3)
11,859 346 — 
Other non-recurring expenses (4)
500 — 871 
Operating income, as adjusted$169,454 $162,709 $148,623 
Operating margin, U.S. GAAP22.2 %39.0 %38.6 %
Operating margin, as adjusted
39.6 %39.6 %39.1 %
_________________________
(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:
Employee compensation and benefits
$1,317 $— $— 
Distribution and service fees
57,818 — — 
General and administrative
1,424 — — 
Initial public offering costs
$60,559 $— $— 

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

Reconciliation of U.S. GAAP Non-operating Income (Loss) to Non-operating Income (Loss), As Adjusted