COHEN & STEERS, INC.

Previous wording

Set forth on the following pages is management's discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2024 and 2023. Such information should be read in conjunction with our condensed consolidated financial statements and the related notes included herein. The condensed consolidated financial statements of the Company are unaudited. When we use the terms "Cohen & Steers," the "Company," "we," "us," and "our," we mean Cohen & Steers, Inc., a Delaware corporation, and its consolidated subsidiaries.

Current wording

Set forth on the following pages is management's discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2025 and 2024. Such information should be read in conjunction with our condensed consolidated financial statements and the related notes included herein. The condensed consolidated financial statements of the Company are unaudited. When we use the terms "Cohen & Steers," the "Company," "we," "us," and "our," we mean Cohen & Steers, Inc., a Delaware corporation, and its consolidated subsidiaries.

Previous wording

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

Current wording

Our primary investment strategies include U.S. real estate, preferred securities, including low duration preferred securities, private real estate solutions, global/international real estate, global listed infrastructure, real assets multi-strategy, and global natural resource equities. Our strategies seek to achieve a variety of investment objectives for different risk profiles and are actively managed by specialist teams of investment professionals who employ fundamental-driven research and portfolio management processes. We offer our strategies through a variety of investment vehicles, including U.S. and non-U.S. registered funds and other commingled vehicles, separate accounts and subadvised portfolios. In February 2025, we launched our first active exchange traded funds (ETFs). Our initial ETF launch included three strategies: U.S. real estate securities, preferred securities and natural resource equities.

Previous wording

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

Current wording

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

Previous wording

Assets under management in open-end funds at September 30, 2024, which represented 46.8% of total assets under management, increased 27.6% to $43.0 billion from $33.7 billion at September 30, 2023. The change was primarily due to:

Current wording

Assets under management in open-end funds at March 31, 2025 increased 12.2% to $42.3 billion from $37.7 billion at March 31, 2024. Activity during the first quarter of 2025 included:

Previous wording

•Distributions of $1.3 billion including $622 million from U.S. real estate and $518 million from preferred securities, of which $982 million was reinvested and included in net flows

Current wording

•Distributions of $282 million including $151 million from U.S. real estate and $129 million from preferred securities, of which $239 million was reinvested and included in net flows

Previous wording

•Net outflows of $267 million including $444 million from global/international real estate, partially offset by net inflows of $207 million into U.S. real estate

Current wording

•Net outflows of $267 million including $447 million from U.S. real estate, partially offset by net inflows of $233 million into global listed infrastructure

Previous wording

Assets under management in closed-end funds at September 30, 2024, which represented 13.0% of total assets under management, increased 15.9% to $11.9 billion from $10.3 billion at September 30, 2023. The change was primarily due to:

Current wording

Assets under management in closed-end funds at March 31, 2025 increased 2.4% to $11.4 billion from $11.1 billion at March 31, 2024. Activity during the first quarter of 2025 included:

Previous wording

(1)Refer to pages 29-30 for reconciliations of U.S. GAAP to as adjusted results.

Current wording

(1)Refer to pages 26-27 for reconciliations of U.S. GAAP to as adjusted results.

Previous wording

Distribution and service fees increased from the three months ended September 30, 2023 primarily due to higher average assets under management in U.S. open-end funds.

Current wording

Investment advisory and administration fees increased from the three months ended March 31, 2024, primarily due to higher average assets under management.

Previous wording

Total investment advisory and administration fees from open-end funds compared with average assets under management implied an annualized effective fee rate of 66.0 bps and 66.2 bps for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annualized effective fee rate of 67.6 bps and 66.2 bps for the three months ended March 31, 2025 and 2024, respectively. The increase in the implied annual effective fee rate is primarily due to a shift in the mix of assets under management.

Previous wording

Total investment advisory fees from institutional accounts compared with average assets under management implied an annualized effective fee rate of 38.0 bps and 37.4 bps for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

Total investment advisory revenue from institutional accounts compared with average assets under management implied an annualized effective fee rate of 38.8 bps and 37.8 bps for the three months ended March 31, 2025 and 2024, respectively. The increase in the implied annual effective fee rate is primarily due to a shift in the mix of assets under management, partially offset by net outflows from higher fee paying accounts.

Previous wording

Total investment advisory and administration fees from closed-end funds compared with average assets under management implied an annualized effective fee rate of 88.6 bps and 88.8 bps for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annualized effective fee rate of 89.1 bps and 88.8 bps for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Employee compensation and benefits increased from the three months ended September 30, 2023 primarily due to higher amortization of restricted stock units of $2.3 million including $2.0 million of accelerated vesting of certain restricted stock units, and an increase in salaries of $621,000.

Current wording

Employee compensation and benefits increased from the three months ended March 31, 2024, primarily due to higher incentive compensation of $3.7 million, partially offset by lower amortization of restricted stock units of $2.3 million. The three months ended March 31, 2024 included $2.2 million of accelerated vesting related to certain restricted stock units.

Previous wording

Distribution and service fees increased from the three months ended September 30, 2023 primarily due to higher average assets under management in U.S. open-end funds.

Current wording

Distribution and service fee expenses increased from the three months ended March 31, 2024, primarily due to higher average assets under management in U.S. open-end funds.

Previous wording

Operating margin for the nine months ended September 30, 2024 decreased to 32.7% from 34.2% for the nine months ended September 30, 2023.

Current wording

Operating margin for the three months ended March 31, 2025 increased to 33.6% from 32.8% for the three months ended March 31, 2024.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

(2)Represents the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024. From a GAAP perspective, the Company recognized lease expense on both its prior and current headquarters as a result of overlapping lease terms.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

(3)Represents the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024. From a GAAP perspective, the Company recognized lease expense on both its prior and current headquarters as a result of overlapping lease terms.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Other current assets primarily represent investment advisory and administration fees receivable. At September 30, 2024, receivables from institutional accounts comprised 48.4% of other current assets, while receivables from open-end and closed-end funds, together, comprised 46.3% of other current assets. We perform a review of our receivables on an ongoing basis to assess collectability and, based on our analysis at September 30, 2024, there was no allowance for uncollectible accounts required.

Current wording

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

Previous wording

Our business has become more capital intensive. Potential uses of capital range from, among other things, seeding new strategies and investment vehicles, co-investing in private real estate vehicles, funding the upfront costs associated with closed-end fund launches and rights offerings, and making various investments to grow our firm infrastructure as our business scales. In order to provide us with the financial flexibility to pursue these opportunities, we have a $100.0 million senior unsecured revolving credit facility maturing on January 20, 2026. To date, we have not drawn on the credit facility.

Current wording

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

Previous wording

Cash and cash equivalents decreased by $75.9 million, excluding the effect of foreign exchange rate changes, for the nine months ended September 30, 2024. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities was $61.9 million for the nine months ended September 30, 2024. Net cash used in investing activities was $142.8 million, which included net purchases of U.S. Treasury securities held for corporate purposes of $106.8 million and the funding of $32.0 million of our $125.0 million commitment to CNSREIT. Net cash provided by financing activities was $5.1 million, including proceeds from issuance of common stock from offering of $68.5 million and net contributions from noncontrolling interests of $44.5 million, partially offset by dividends paid to stockholders of $89.2 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $19.6 million.

Current wording

Cash and cash equivalents decreased by $117.5 million, excluding the effect of foreign exchange rate changes, for the three months ended March 31, 2025. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash used in operating activities was $108.9 million which included net purchases of investments within consolidated funds of $115.3 million, of which $54.3 million represented seed investments into the ETFs made by the Company. Net cash provided by investing activities was $2.0 million. Net cash used in financing activities was $10.5 million, including net contributions from noncontrolling interests of $46.8 million, partially offset by dividends paid to stockholders of $31.7 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $26.0 million.

Previous wording

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

Current wording

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

Previous wording

On November 7,2024, we declared a quarterly dividend on our common stock in the amount of $0.59 per share. This dividend will be payable on December 2, 2024 to stockholders of record at the close of business on November 18, 2024.

Current wording

On May 1, 2025, we declared a quarterly dividend on our common stock in the amount of $0.62 per share. This dividend will be payable on May 22, 2025 to stockholders of record at the close of business on May 12, 2025.

Previous wording

A complete discussion of our critical accounting estimates is included in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023. There were no changes to the Company’s accounting estimates for the three months ended September 30, 2024.

Current wording

A complete discussion of our critical accounting estimates is included in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024. There were no changes to the Company’s critical accounting estimates for the three months ended March 31, 2025.