As filed with the Securities and Exchange Commission on August 11, 2004.

Registration No. 333-114027

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COHEN & STEERS, INC.*
(Exact name of Registrant as specified in its charter)

757 Third Avenue
New York, NY 10017
Telephone: (212) 832-3232
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

Lawrence B. Stoller, Esq.
Senior Vice President and General Counsel
Cohen & Steers, Inc.
757 Third Avenue
New York, NY 10017
Telephone: (212) 832-3232
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

      Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement becomes effective.

      If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. £

      If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

      If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

      If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. £

      The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated August 11, 2004

PROSPECTUS

7,500,000 Shares

Cohen & Steers, Inc.

Common Stock

            This is Cohen & Steers, Inc.'s initial public offering. Cohen & Steers, Inc. is selling all of the shares.

            We expect the public offering price to be between $13.00 and $15.00 per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on the New York Stock Exchange under the symbol “CNS.”

            Investing in the common stock involves risks that are described in the “Risk Factors” section beginning on page 20 of this prospectus.

            The underwriters may also purchase up to 1,125,000 additional shares from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover overallotments.

            Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

            The shares will be ready for delivery on or about               , 2004.

The date of this prospectus is               , 2004.

TABLE OF CONTENTS

      You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus.

      All share amounts and per share data contained in this prospectus have been adjusted to reflect a 291.351127 for one stock split that we effected on June 16, 2004.

      Unless indicated otherwise, the information included in this prospectus assumes no exercise by the underwriters of the overallotment option to purchase up to 1,125,000 additional shares from us and that the shares to be sold in this offering are sold at $14.00 per share, which is the midpoint of the range indicated on the front cover of this prospectus.

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SUMMARY

      This summary highlights information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the section entitled “Risk Factors” and our consolidated financial statements and the notes to those statements before you decide to invest in our common stock.

Cohen & Steers

      We currently manage twelve mutual funds and, based on fund assets, we are the nation's largest manager of real estate mutual funds. However, we are considered to be a small-sized investment advisory firm within the broader asset management industry. We have historically specialized in managing portfolios of real estate securities, and such securities represented 92% of the assets we managed as of December 31, 2003 and 81% of the assets we managed as of July 31, 2004. Since 2003 we have diversified our business, and we currently focus on managing portfolios of the following types of securities:

As a complement to our asset management business, we also provide investment banking services to companies in real estate and real estate intensive businesses.

      Our co-chairmen and co-chief executive officers and principals, Martin Cohen, 55, and Robert H. Steers, 51, founded Cohen & Steers as an investment advisor in 1986. While we continue to depend on the efforts of Mr. Cohen and Mr. Steers, we have built a deep and experienced team of professionals who are also vitally important to our success.

      We operate in two distinct business segments:

      The following table provides a breakdown of our consolidated and segment revenue, operating expenses and net income for the years ended December 31, 2001, 2002 and 2003 and for the three months ended March 31, 2003 and 2004.

Summary Income Statement Data

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      We have historically operated as an S corporation and were not subject to U.S. federal and certain state income taxes. Prior to completion of this offering we will become subject to the additional taxes applicable to C corporations.

IPO Date Grant of Fully Vested Restricted Stock Units—Significant Loss for the Third Quarter of 2004 and Future Amortization Expense

      Assuming an initial public offering price of $14.00 per share, which is the midpoint of the range indicated on the front cover of this prospectus, we expect to grant fully vested restricted stock units with an aggregate value of $68.9 million to 15 management level employees at the time of this offering. Joseph M. Harvey, our president, will receive the largest allocation of restricted stock units, which will have a value of $14.6 million based on an assumed initial public offering price of $14.00 per share. If the initial public offering price per share is higher than $14.00, however, the aggregate value of the fully vested restricted stock units that we grant will be greater.

      As a result of the grant of these fully vested restricted stock units, we expect to record a significant non-cash compensation expense during the third quarter of 2004 and an intangible asset on our statement of financial condition with respect to the independently determined value of the agreements we will receive from each of these management level employees not to compete with us prior to February 2008. The total amount of the non-cash compensation expense and of the intangible asset will equal the value of the fully vested restricted stock units granted based on the initial public offering price of the underlying common stock ($68.9 million assuming an initial public offering price of $14.00 per share), as adjusted for $2.4 million of cumulative compensation cost recorded on our existing Stock Appreciation Rights Plan, which we will terminate at that time. Accordingly, assuming an initial public offering price per share of $14.00, the total amount of the non-cash compensation expense and of the intangible asset will be $66.5 million. We have not yet determined the amount of the intangible asset but it could be a substantial portion of the $66.5 million.

      As a result of this non-cash compensation expense, we expect that our operating expenses for the quarter ending September 30, 2004 and for this fiscal year will be significantly higher than in prior periods and that we will record a substantial net loss for this quarter and may record a net loss for this fiscal year. Moreover, we will amortize the intangible asset over the period of the non-competition covenants, which will result in a non-cash amortization expense in these future periods, thereby reducing our earnings in those periods.

Asset Management

      As of July 31, 2004, we managed $15.1 billion in assets in the following types of accounts:

      The assets that we manage have increased greatly from $6.6 billion since the beginning of 2003 due to the launch of three closed-end mutual funds, a strong market for REIT securities and

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positive net flows into open-end mutual funds. Historical rates of growth in the assets that we manage are not necessarily indicative of future results, however, and the level of growth we have experienced since 2003 may not be sustainable in the future due to changing market conditions. For example, the market conditions for public offerings of the shares of closed-end mutual funds may not be as favorable in the future and the market for REIT securities could weaken. In addition to our investment advisory services, Asset Management provided portfolio consulting services for $1.4 billion in assets as of July 31, 2004, which we do not include in the assets we manage. As portfolio consultant, we provide services in connection with investment products distributed by third parties that contain relatively static portfolios of securities.

      The stock and bond markets were volatile in the second quarter of 2004 amid concerns that the Federal Reserve would raise interest rates in response to economic data that indicate strong growth in the U.S. economy. In particular, real estate stock prices declined by approximately 5.8% during the second quarter of 2004, including a decline of approximately 14.6% in April 2004 as investors may have viewed real estate securities less favorably in a rising interest rate environment where the returns on less risky investments become relatively more attractive. As a result, the real estate securities that we manage decreased to $12.1 billion as of June 30, 2004 from $12.6 billion as of March 31, 2004 and the total assets that we manage decreased to $15.0 billion as of June 30, 2004 from $15.5 billion as of March 31, 2004. For this reason, and because of the increased volatility in the capital markets which results from a changing interest rate environment, rising interest rates could also negatively affect net flows into open-end mutual funds and institutional separate accounts and our ability to offer new closed-end mutual funds. A decline in the assets we manage will negatively affect our revenue and net income.

      Pursuant to investment advisory agreements, we furnish a continuous investment program for each of the mutual funds for which we act as investment advisor, make day-to-day investment decisions for each fund, and manage each fund's investments in accordance with the fund's stated policies. In addition, pursuant to the investment advisory agreements, and subject to the approval of each fund's board of directors, we provide our executive and other officers to serve as officers of the fund. Mr. Steers serves as chairman and Mr. Cohen serves as a director on the board of directors of each fund. The Securities and Exchange Commission has recently adopted new rules requiring that at least 75% of a mutual fund's directors, including the chairperson of the board of directors, be independent of the mutual fund's investment advisor and that the independent directors hold quarterly meetings without fund executives. The Securities and Exchange Commission has also adopted new rules that will require mutual fund shareholder reports to discuss, in reasonable detail, the material factors and conclusions that formed the basis for the approval by a mutual fund's board of directors of any investment advisory agreement, including the fees payable under the agreement. Asset Management's continued receipt of revenue is, accordingly, subject to the risk that mutual fund boards of directors may determine not to renew investment advisory and administration agreements with us or that they may renew such agreements at lower fee rates than are then in effect. All of the mutual funds for which we are the investment advisor are funds that we established and are marketed under the Cohen & Steers name. The mutual funds that we manage are:

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      The following table sets forth the breakdown of our revenue from investment advisory and administration fees by account type.

Investment Advisory and Administration Fees

      For the three months ended March 31, 2004, 45% of our investment advisory and administration fees and 39% of Asset Management's revenue were from closed-end mutual funds and, as of July 31, 2004, 51% of the assets we managed was in closed-end mutual funds. Unlike open-end mutual funds, closed-end mutual funds are not subject to shareholder redemptions that can result in greater volatility in asset levels. As a result, a large proportion of the assets we manage is relatively stable, providing us with similarly stable revenue under normal market conditions with respect to that part of our current business.

      While there are reductions in fees for those open-end mutual funds that achieve a certain size and for large institutional separate accounts, Asset Management's profitability tends to increase as it manages more assets. Although each new open-end mutual fund must reach a certain size to become profitable, the incremental revenue associated with additional assets managed tends to exceed the incremental costs associated with managing these assets.

Agreements to Waive Investment Advisory Fees and Bear Expenses

      We reduce the expenses of eight of the twelve mutual funds for which we are the investment advisor by waiving investment advisory fees (which reduces our revenue by an amount equal to the fees waived) or bearing expenses (which increases our expenses by an amount equal to the expenses borne) otherwise payable by these funds. We have contractually agreed with:

The following table discloses the aggregate investment advisory fees waived and expenses borne for the years ended December 31, 2001, 2002 and 2003 and for the three months ended March 31, 2003 and 2004.

Investment Advisory Fees Waived/Expenses Borne

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      When we waive investment advisory fees or bear expenses otherwise payable by a mutual fund, this provides a direct benefit to the mutual fund investors by lowering the expenses associated with investing in the fund and improving the fund's investment performance. These agreements to waive fees and bear expenses reduce our revenue and increase our expenses, and thereby reduce our operating income, by an amount equal to the fees waived or expenses borne. We agree to waive investment advisory fees and bear expenses payable by a mutual fund because we believe this enhances the sales effort for the fund and thereby increases the assets that we manage.

      Although the agreements we have with closed-end mutual funds to waive investment advisory fees otherwise payable by the funds specify that they are to begin to expire in 2006 and continuing through 2012, this would reduce the investment performance of the funds and may not occur. Each of our investment advisory agreements with a mutual fund, including the fees payable under the agreement, is subject, following the initial two year term, to annual approval by the mutual fund's board of directors, including at least a majority of the independent directors. These directors have a fiduciary duty to the mutual fund shareholders. Moreover, as discussed above, the Securities and Exchange Commission has recently adopted new rules enhancing the independence of mutual fund boards of directors and requiring detailed disclosure in mutual fund shareholder reports regarding the material factors and conclusions that formed the basis for the approval by a mutual fund's board of directors of any investment advisory agreement, including the fees payable under the agreement. Mutual fund boards of directors may determine not to renew investment advisory and administration agreements with us or they may not allow our agreements to waive fees to expire. In addition, open-end mutual fund shareholders may withdraw their assets at any time. See “Related Party Transactions—Agreements to Waive Investment Advisory Fees and Bear Expenses.”

Assets Managed

      The assets we manage have increased at a compound annual rate of growth of 35%, to $15.1 billion at July 31, 2004 from $3.8 billion at December 31, 1999, although this was a decline from $15.5 billion at March 31, 2004. Of the $11.3 billion increase in the assets we managed from December 31, 1999 to July 31, 2004, 62% was attributable to net flows and 38% was attributable to net appreciation. Much of this growth was in 2003 and the first quarter of 2004. Changes in the assets we manage can come from two sources—market appreciation (or depreciation) and inflows (or outflows). Market appreciation increases the assets we manage because the share prices of the existing securities we are managing increase. Conversely, the assets we manage decrease as security prices decline. We refer to the net effect of market appreciation and depreciation of the assets that we manage over a period as net appreciation (or net depreciation). Closed-end mutual fund offerings and inflows into open-end mutual funds and institutional separate accounts have the effect of increasing the assets we manage as existing or new clients provide us with more money to manage. Conversely, outflows from open-end mutual funds or institutional separate accounts decrease the assets we manage. We refer to the net effect of inflows and outflows on the assets that we manage over a period as net flows.

      Much of this recent growth in the assets we manage can be attributed to our presence in the real estate securities market. REIT securities have experienced strong market appreciation over the past several years and have gained a wider acceptance by individual and institutional investors as an asset class based on their diversification benefits, income characteristics and growth potential. In addition, we have launched six of the seven closed-end mutual funds that we manage since May 2001, including two such funds which started in 2004 with aggregate initial assets of $2.9 billion. We have also added to the assets we manage through net sales of shares of open-end mutual funds, one of which was started in 2000 and one of which was started in 2004.

      The following tables set forth a breakdown of the changes in the total assets we managed since 1999 attributable to net flows and net appreciation and a breakdown of the total assets we managed by account and security type as of the dates shown, and the compound annual growth rates (CAGR) for the assets we managed since December 31, 1999.

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Component Changes in Assets Managed

Assets Managed

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Our Investment Strategies

      Each of the 12 mutual funds and 40 institutional separate accounts that we manage adhere to one of our five investment strategies:

Our Historical Investment Performance

      The following table presents the average annualized performance, net of all expenses borne by mutual fund shareholders or institutional separate account clients but not fees waived or expenses borne by us, of each of the mutual funds for which we are the investment advisor and of institutional separate accounts in the aggregate for each strategy for which we have at least one continuous year of institutional separate account investment activity for the one, five and ten year periods ended July 31, 2004 and for the period from the inception date to July 31, 2004. The past investment performance of the mutual funds and institutional separate accounts for which we are the investment advisor is no guarantee of future performance, and each of these mutual funds and institutional separate accounts has experienced negative performance over various time periods in the past and may do so again in the future. The past investment performance for certain of these mutual funds would have been lower if we had not waived fees or borne expenses otherwise payable by these mutual funds. The following table also presents the returns of the National Association of Real Estate Investment Trusts (NAREIT) Equity REIT Index, Morgan Stanley

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REIT Preferred Index, the Dow Jones Wilshire Real Estate Securities Index and the S&P 500 Index over the same periods. We use the NAREIT Equity REIT Index, the Dow Jones Wilshire Real Estate Securities Index and the S&P 500 Index as benchmarks for the mutual funds and institutional separate accounts that adhere to our Total Return, Equity Income, Total Return and Equity Income with Leverage and Special Equity investment strategies, and we use the Morgan Stanley REIT Preferred Index as a benchmark for our REIT Preferred Stocks investment strategy.

Investment Performance Through July 31, 2004

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Investment Banking

      As a complement to Asset Management, and to capitalize on our extensive expertise in public real estate securities and companies, in 1999 we established a specialized investment banking practice that services companies in real estate and real estate intensive businesses, such as the health care and hospitality businesses.

      We have assembled a highly experienced team of investment banking professionals with a long-standing transactional track record in the real estate and health care industries. Since 1999, we have completed 44 transactions representing over $5 billion in value. Our professionals have developed long-standing relationships with many companies and have established a strong presence in our targeted market. As a result, we believe we are well positioned to take advantage of new advisory opportunities.

      Our investment banking strategy focuses on providing a full range of services, including the following areas:

      Mergers & Acquisitions—We provide a full range of merger and acquisition advisory services involving the purchase or sale of public or private companies or their business units. We also facilitate leveraged buyouts and strategic capital infusions, and provide our clients with advice relating to takeover defenses. Since 2001, we have advised clients in nine merger and acquisition transactions representing over $597 million in value.

      Restructurings—We have developed a broad range of corporate restructuring advisory services. These services include advice with respect to debt and lease restructurings, recapitalization transactions, exchange offers and bankruptcy advisory services. Since 2001, we have advised clients in three restructuring assignments encompassing 15 transactions representing over $3.1 billion in value.

      Capital Raising—We provide capital raising services as agent, and, since 2001, we have completed 16 transactions which raised over $881 million, primarily SEC-registered direct placements of equity and preferred securities.

      The following table provides a breakdown of Investment Banking's revenue by service area for the years ended December 31, 2001, 2002 and 2003, and for the three months ended March 31, 2003 and 2004.

Investment Banking Revenue

      Each Investment Banking engagement for which a fee is earned is generally highly profitable. However, only a limited proportion of Investment Banking engagements result in a completed transaction for which a fee is earned and, accordingly, the employees of Investment Banking spend significant amounts of time on transactions that are not completed and for which no fee will be earned. As a result, the revenue and profitability of Investment Banking can be very volatile. For example, Investment Banking had net income of $3.2 million on $11.3 million of revenue in 2003, a 13.7% decrease in revenue and a 15.2% decrease in net income as compared to net income of $3.8 million on $13.1 million of revenue in 2002.

      Of the 21 clients from which Investment Banking has generated revenue since it was established in 1999, four are companies in which Asset Management has invested client assets. Investment Banking assisted these companies in raising capital by finding investors willing to invest in these companies' securities and generated revenue of:

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	•	$0.3 million (or 2% of Investment Banking revenue) in 2002,
	•	$3.6 million (or 32% of Investment Banking revenue) in 2003, and
	•	$3.8 million (or 85% of Investment Banking revenue) in the three months ended March 31, 2004.

Investment Banking did not generate any revenue from these clients in 2001 or the three months ended March 31, 2003. Of the total revenue generated by Investment Banking relating to these four companies, $0.5 million derived from the direct investment of client assets by Asset Management in these companies' securities.

Preliminary Results for the Second Quarter of 2004

      Our results for the three months ended June 30, 2004 presented below are preliminary and are subject to quarterly review procedures and final reconciliations and adjustments.

      We had total revenue of $25.6 million in the second quarter of 2004, an increase of 52% from $16.8 million in the second quarter of 2003. Revenue from Asset Management was $25.3 million in the second quarter of 2004, an increase of 107% from $12.2 million in the second quarter of 2003, and revenue from Investment Banking was $0.3 million in the second quarter of 2004, a decrease of 93% from $4.6 million in the second quarter of 2003. The increase in total revenue and revenue from Asset Management was primarily the result of a $6.3 billion net increase in the assets we managed as of June 30, 2004 compared to June 30, 2003.

      We had total operating expenses of $16.7 million in the second quarter of 2004, an increase of 9% from $15.3 million in the second quarter of 2003. Asset Management operating expenses were $16.0 million in the second quarter of 2004, an increase of 28% from $12.5 million in the second quarter of 2003, and Investment Banking operating expenses were $0.7 million in the second quarter of 2004, a decrease of 75% from $2.8 million in the second quarter of 2003.

      We had total net income of $8.6 million in the second quarter of 2004, a significant increase from $1.6 million in the second quarter of 2003. Asset Management had net income of $9.0 million in the second quarter of 2004, an increase from a $48 thousand loss in the second quarter of 2003, and Investment Banking had a loss of $0.4 million in the second quarter of 2004, a decrease from net income of $1.7 million in the second quarter of 2003.

      We made aggregate S corporation distributions to our stockholders of $5.5 million during the second quarter of 2004.

Dividend Policy

      We intend to pay cash dividends on a quarterly basis and expect to declare our first quarterly dividend payment at an initial rate of $0.10 per share for the third quarter of 2004. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition and earnings, legal requirements and other factors as our board of directors deems relevant. See “Dividend Policy.”

      Our business is presently conducted by Cohen & Steers Capital Management, Inc. and its subsidiaries. Cohen & Steers Capital Management, Inc. was incorporated as a New York corporation in 1986 and is wholly owned by our principals and two trusts benefiting their families. Cohen & Steers, Inc. is a Delaware corporation that was formed on March 17, 2004. Cohen & Steers, Inc. has not engaged in any business or other activities except in connection with its formation and the reorganization whereby Cohen & Steers, Inc. will become the parent holding company of Cohen & Steers Capital Management, Inc. and, together with its direct and indirect subsidiaries (including Cohen & Steers Capital Management, Inc.), continue to conduct the business now conducted by Cohen & Steers Capital Management, Inc. and its subsidiaries. Completion of the reorganization is a condition to the consummation of this offering. See “Reorganization and S Corporation Status—Reorganization.”

      Our principal executive offices are located at 757 Third Avenue, New York, NY 10017, and our telephone number is (212) 832-3232. Our Web site is located at www.cohenandsteers.com. The information on our Web site is not a part of this prospectus.

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The Offering

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Proposed New York Stock Exchange    symbol

CNS

      The number of shares of common stock outstanding after the offering excludes 9,500,000 shares reserved for issuance under the 2004 Stock Incentive Plan and 500,000 shares reserved for issuance under the 2004 Employee Stock Purchase Plan. Assuming an initial public offering price of $14.00 per share, we expect to grant certain employees an aggregate of 5,521,718 restricted stock units pursuant to the 2004 Stock Incentive Plan at the time of this offering. See “Management—IPO Date Restricted Stock Unit Grants.”

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Summary Consolidated Financial and Other Data

      The following tables present summary consolidated financial and other data as of the dates and for the periods indicated. We derived the consolidated statement of financial condition data as of December 31, 2002 and 2003 and the consolidated statement of income data for each of the three years in the period ended December 31, 2003 from our consolidated financial statements audited by Deloitte & Touche LLP which are included elsewhere in this prospectus.

      We derived the consolidated statement of financial condition data as of December 31, 1999, 2000 and 2001 and the consolidated statement of income data for each of the two years in the period ended December 31, 2000 from our unaudited consolidated financial statements which are not included in this prospectus. The unaudited consolidated financial statements have been prepared on substantially the same basis as the audited consolidated financial statements and include all adjustments that we consider necessary for a fair presentation of our consolidated financial position and results of operations for all periods presented.

      We derived the consolidated statement of financial condition data as of March 31, 2004 and the consolidated statement of income data for each of the three months ended March 31, 2003 and 2004 from our unaudited interim consolidated financial statements which are included elsewhere in this prospectus. In the opinion of management, the unaudited interim consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements and include all adjustments, which are of a normal recurring nature, that we consider necessary for a fair presentation of our consolidated financial position and results of operations for the interim periods presented.

      Our wholly owned subsidiary, Cohen & Steers Securities, LLC, commenced operations on July 1, 2002. On the same date, Cohen & Steers Securities, LLC succeeded to the business of Cohen & Steers Securities, Inc. (previously wholly owned by our principals) pursuant to a transaction accounted for as a merger of entities under common control and recorded in a manner similar to a pooling-of-interests. Accordingly, the previously separate historical financial position and results of operations of Cohen & Steers Securities, Inc. are combined with our consolidated financial position and results of operations for all periods presented.

      For all periods presented, we operated as an S corporation and were not subject to U.S. federal and certain state income taxes. Our historical income tax expense consisted of New York State and New York City income taxes. Prior to the completion of this offering, we will become subject to U.S. federal and certain state and local income taxes applicable to C corporations. See “—Unaudited Consolidated Pro Forma Financial Information” and “Reorganization and S Corporation Status.”

      The historical consolidated results for “Employee compensation and benefits” include salaries and bonuses paid to our co-chief executive officers during our status as an S corporation that we expect will differ from the salaries and bonuses to be paid to our co-chief executive officers in future periods.

      You should read this summary consolidated financial and other data together with the other information contained in this prospectus, including “Management's Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes to those statements.

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Consolidated Statement of Income Data

Consolidated Statement of Income Data by Segment