Carlyle Group Inc

1. Organization and Basis of Presentation

Carlyle is one of the world’s largest global investment firms that deploys private capital across its business and conducts

its operations through three reportable segments: Global Private Equity, Global Credit and Global Investment Solutions (see

Note 15, Segment Reporting). In the Global Private Equity segment, Carlyle advises buyout, growth, real estate, infrastructure

and natural resources funds. The primary areas of focus for the Global Credit segment are liquid credit, private credit, real

assets credit, and other credit such as insurance solutions, platform initiatives, and capital markets. The Global Investment

Solutions segment provides investment opportunities and resources for investors and clients through secondary purchases and

financing of existing portfolios, managed co-investment programs and primary fund investments. Carlyle typically serves as the

general partner, investment manager or collateral manager, making day-to-day investment decisions concerning the assets of

these products.

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and its

consolidated subsidiaries. In addition, certain Carlyle-affiliated funds, related co-investment entities and certain CLOs managed

by the Company (collectively the “Consolidated Funds”) have been consolidated in the accompanying financial statements

pursuant to accounting principles generally accepted in the United States (“U.S. GAAP”), as described in Note 2, Summary of

Significant Accounting Policies. The consolidation of the Consolidated Funds generally has a gross-up effect on assets,

liabilities and cash flows, and generally has no effect on the net income attributable to the Company. The economic ownership

interests of the other investors in the Consolidated Funds are reflected as non-controlling interests in consolidated entities in the

accompanying condensed consolidated financial statements (see Note 2, Summary of Significant Accounting Policies).

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for

interim financial information. These statements, including notes, have not been audited, exclude some of the disclosures

required for annual financial statements, and should be read in conjunction with the audited consolidated financial statements

included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities

and Exchange Commission (“SEC”) on February 22, 2024. The operating results presented for interim periods are not

necessarily indicative of the results that may be expected for any other interim period or for the entire year. In the opinion of

management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals,

which are necessary for the fair presentation of the financial condition and results of operations for the interim periods

presented.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The Company consolidates all entities that it controls either through a majority voting interest or as the primary

beneficiary of variable interest entities (“VIEs”).

The Company evaluates (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3)

whether the Company’s involvement would make it the primary beneficiary. In evaluating whether the Company holds a

variable interest, fees (including management fees, incentive fees and performance allocations) that are customary and

commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity

that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable

interests. The Company considers all economic interests, including indirect interests, to determine if a fee is considered a

variable interest.

For those entities where the Company holds a variable interest, the Company determines whether each of these entities

qualifies as a VIE and, if so, whether or not the Company is the primary beneficiary. The assessment of whether the entity is a

VIE is generally performed qualitatively, which requires judgment. These judgments include: (a) determining whether the

equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial

support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the economic

performance of the entity, (c) determining whether two or more parties’ equity interests should be aggregated, and (d)

determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to

receive returns from an entity.

For entities that are determined to be VIEs, the Company consolidates those entities where it has concluded it is the

primary beneficiary. The primary beneficiary is defined as the variable interest holder with (a) the power to direct the activities

of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity

or the right to receive benefits from the entity that could potentially be significant to the VIE. In evaluating whether the

Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly or indirectly

by the Company.

As of June 30, 2024, assets and liabilities of the consolidated VIEs reflected in the condensed consolidated balance sheets

were$9.7 billion and$9.0 billion, respectively. As of December 31, 2023, assets and liabilities of the consolidated VIEs

reflected in the consolidated balance sheets were$7.8 billion and$6.9 billion, respectively. Except to the extent of the

consolidated assets of the VIEs, the holders of the consolidated VIEs’ liabilities generally do not have recourse to the Company.

The Company’s Consolidated Funds are primarily CLOs, which are VIEs that issue loans payable that are backed by

diversified collateral asset portfolios consisting primarily of loans or structured debt. In exchange for managing the collateral

for the CLOs, the Company earns investment management fees, including in some cases subordinated management fees and

contingent incentive fees. In cases where the Company consolidates the CLOs (primarily because of a retained interest that is

significant to the CLO), those management fees and contingent incentive fees have been eliminated as intercompany

transactions. As of June 30, 2024, the Company held$205.1 million of investments in these CLOs which represents its

maximum risk of loss. The Company’s investments in these CLOs are generally subordinated to other interests in the entities

and entitle the Company to receive a pro rata portion of the residual cash flows, if any, from the entities. Investors in the CLOs

have no recourse against the Company for any losses sustained in the CLO structure. The Company’s Consolidated Funds also

include certain investment funds in the Global Private Equity segment that are accounted for as consolidated VIEs due to the

Company providing financing to bridge investment purchases. As of June 30, 2024, the Company held$346.5 million of notes

receivable and investments related to these investment funds which represents its maximum risk of loss. The Company’s

Consolidated Funds also include certain funds in the Global Credit and Global Investment Solutions segments that are

accounted for as consolidated VIEs due to the Company having a significant indirect interest in these funds via the Company’s

investment in Fortitude (see Note 4, Investments).

Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities. Under the voting

interest entity model, the Company consolidates those entities it controls through a majority voting interest.

All significant inter-entity transactions and balances of entities consolidated have been eliminated.

Investments in Unconsolidated Variable Interest Entities

The Company holds variable interests in certain VIEs that are not consolidated because the Company is not the primary

beneficiary, including its investments in certain credit vehicles and certain AlpInvest vehicles, as well as its strategic investment

in NGP Management Company, L.L.C. (“NGP Management” and, together with its affiliates, “NGP”). Refer to Note 4,

Investments, for information on the strategic investment in NGP. The Company’s involvement with such entities is in the form

of direct or indirect equity interests and fee arrangements. The maximum exposure to loss represents the loss of assets

recognized by the Company relating to its variable interests in these unconsolidated entities.

The assets recognized in the Company’s condensed consolidated balance sheets related to the Company’s variable

interests in these non-consolidated VIEs were as follows:

These amounts represent the Company’s maximum exposure to loss related to the unconsolidated VIEs as of June 30,

2024 and December 31, 2023.

Basis of Accounting

The accompanying financial statements are prepared in accordance with U.S. GAAP. Management has determined that

the Company’s Funds are investment companies under U.S. GAAP for the purposes of financial reporting. U.S. GAAP for an

investment company requires investments to be recorded at estimated fair value and the unrealized gains and/or losses in an

investment’s fair value are recognized on a current basis in the statements of operations. Additionally, the Funds do not

consolidate their majority-owned and controlled investments (the “Portfolio Companies”). In the preparation of these

condensed consolidated financial statements, the Company has retained the specialized accounting for the Funds.

All of the investments held and notes issued by the Consolidated Funds are presented at their estimated fair values in the

Company’s condensed consolidated balance sheets. Interest and other income of the Consolidated Funds, interest expense and

other expenses of the Consolidated Funds, and net investment income (losses) of Consolidated Funds are included in the

Company’s condensed consolidated statements of operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and

estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of

the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting

period. Management’s estimates are based on historical experiences and other factors, including expectations of future events

that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the

process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and

their resulting impact on performance allocations and incentive fees involve a higher degree of judgment and complexity and

these assumptions and estimates may be significant to the condensed consolidated financial statements and the resulting impact

on performance allocations and incentive fees. Actual results could differ from these estimates and such differences could be

material.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is

recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to

which the Company expects to be entitled in exchange for those goods or services. ASC 606 includes a five-step framework

that requires an entity to: (i) identify the contract(s) with a customer, which includes assessing the collectability of the

consideration to which it will be entitled in exchange for the goods or services transferred to the customer, (ii) identify the

performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the

performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation.

The Company accounts for performance allocations that represent a performance-based capital allocation from fund

limited partners to the Company (commonly known as “carried interest”) as earnings from financial assets within the scope of

ASC 323, Investments—Equity Method and Joint Ventures, and therefore are not in the scope of ASC 606. In accordance with

ASC 323, the Company records equity method income (losses) as a component of investment income based on the change in its

proportionate claim on net assets of the investment fund, including performance allocations, assuming the investment fund was

liquidated as of each reporting date pursuant to each fund’s governing agreements. See Note 4, Investments, for additional

information on the components of investments and investment income. Performance fees that do not meet the definition of

performance-based capital allocations are in the scope of ASC 606 and are included in incentive fees in the condensed

consolidated statements of operations. The calculation of unrealized performance revenues utilizes investment valuations of the

funds’ underlying investments, which are derived using the policies, methodologies and templates prepared by the Company’s

valuation group, as described in Note 3, Fair Value Measurement.

While the determination of who is the customer in a contractual arrangement will be made on a contract-by-contract

basis, the customer will generally be the investment fund for the Company’s significant management and advisory contracts.

The customer determination impacts the Company’s analysis of the accounting for contract costs.

Fund Management Fees

The Company provides management services to funds in which it holds a general partner interest or to funds or certain

portfolio companies with which it has an investment advisory or investment management agreement. The Company considers

the performance obligations in its contracts with its funds to be the promise to provide (or to arrange for third parties to provide)

investment management services related to the management, policies and operations of the funds.

As it relates to the Company’s performance obligation to provide investment management services, the Company

typically satisfies this performance obligation over time as the services are rendered, since the funds simultaneously receive and

consume the benefits provided as the Company performs the service. The transaction price is the amount of consideration to

which the Company expects to be entitled in exchange for transferring the promised services to the funds. Management fees

earned from each investment management contract over the contract life represent variable consideration because the

consideration the Company is entitled to varies based on fluctuations in the basis for the management fee, for example fund net

asset value (“NAV”) or assets under management (“AUM”). Given that the management fee basis is susceptible to market

factors outside of the Company’s influence, management fees are constrained and, therefore, estimates of future period

management fees are generally not included in the transaction price. Revenue recognized for the investment management

services provided is generally the amount determined at the end of the period because that is when the uncertainty for that

period is resolved.

For closed-end carry funds in the Global Private Equity segment, management fees generally range from 1.0% to 2.0% of

limited partners’ capital commitments during the fund’s commitment period. For closed-end carry funds in the Global Credit

segment, management fees generally range from 1.0% to 2.0% of limited partners’ invested capital. Following the expiration or

termination of the investment period, management fees generally are based on the lower of cost or fair value of invested capital

and the rate charged may also be reduced. These terms may vary for certain separately managed accounts, longer-dated carry

funds, and other closed-end funds. The Company will receive management fees during a specified period of time, which is

generallyten years from the initial closing date, or, in some instances, from the final closing date, but such termination date

may be earlier in certain limited circumstances or later if extended for successiveone-year periods, typically up to a maximum

oftwo years. Depending upon the contracted terms of investment advisory or investment management and related agreements,

these fees are generally called semi-annually in advance and are recognized as earned over the subsequentsix month period.

For certain longer-dated carry funds and certain other closed-end funds, management fees are called quarterly over the life of

the funds.

Within the Global Credit segment, for CLOs and other structured products, management fees generally range from 0.4%

to 0.5% based on the total par amount of assets or the aggregate principal amount of the notes in the CLO and are generally due

quarterly in arrears based on the terms and recognized over the respective period. Management fees for the CLOs and other

structured products are governed by indentures and collateral management agreements. The Company will receive management

fees for the CLOs, generally five toten years after issuance, including after the CLO redemption date until all eligible assets are

disposed of or at such time the collateral manager waives fees at its discretion. Management fees for the business development

companies are due quarterly in arrears at annual rates that range from 1.0% of capital under management to 1.5% of gross

assets, excluding cash and cash equivalents. Management fees for CTACare due monthly in arrears at the annual rate of 1.0%

of the month-end value of the CTAC’s net assets. Carlyle Aviation Partners’ funds have varying management fee arrangements

depending on the strategy of the particular fund. Under the strategic advisory services agreement with Fortitude, the Company

earns a recurring management fee based on Fortitude’s general account assets, which adjusts within an agreed upon range based

on Fortitude’s overall profitability and is due quarterly in arrears. Managed accounts across the Global Credit segment have

varying management fee arrangements depending on the strategy of the particular account.

Management fees for the Company’s carry fund vehicles in the Global Investment Solutions segment generally range

from 0.25% to 1.5% of the vehicle’s capital commitments during the commitment fee period of the relevant fund. Following the

expiration of the commitment fee period, the management fees generally range from 0.25% to 1.5% on (i) the net invested

capital, (ii) the lower of cost or net asset value of the capital invested, or (iii) the net asset value for unrealized investments.

Management fees for the Global Investment Solutions carry fund vehicles are generally due quarterly in advance and

recognized over the related quarter. The investment adviser to CAPM is entitled to receive a monthly management fee equal to

1.25% on an annualized basis of the fund’s net asset value as of the last day of the month.

The Company also provides transaction advisory and portfolio advisory services to the portfolio companies, and where

covered by separate contractual agreements, recognizes fees for these services when the performance obligation has been

satisfied and collection is reasonably assured. The Company is generally required to offset its fund management fees earned by

a percentage of the transaction and advisory fees earned, which is referred to as the “rebate offset,” which is generally 100%.

The Company also recognizes underwriting fees from the Company’s loan syndication and capital markets business, Carlyle

Global Capital Markets. Fund management fees include transaction and portfolio advisory fees, as well as capital markets fees,

of$26.2 million and$16.5 million for thethree months ended June 30, 2024 and 2023, respectively, and$50.0 million and

$29.9 million for thesix months ended June 30, 2024 and 2023, respectively, net of rebate offsets as defined in the respective

partnership agreements.

Fund management fees exclude the reimbursement of any partnership expenses paid by the Company on behalf of the

Carlyle funds pursuant to the limited partnership agreements, including amounts related to the pursuit of actual, proposed, or

unconsummated investments, professional fees, expenses associated with the acquisition, holding and disposition of

investments, and other fund administrative expenses. For the professional fees that the Company arranges for the investment

funds, the Company concluded that the nature of its promise is to arrange for the services to be provided and it does not control

the services provided by third parties before they are transferred to the customer. Therefore, the Company concluded it is acting

in the capacity of an agent. Accordingly, the reimbursement for these professional fees paid on behalf of the investment funds is

presented on a net basis in general, administrative and other expenses in the condensed consolidated statements of operations.

The Company also incurs certain costs, primarily employee travel and entertainment costs, employee compensation and

systems costs, for which it receives reimbursement from the investment funds in connection with its performance obligation to

provide investment and management services. For reimbursable travel, compensation and systems costs, the Company

concluded it controls the services provided by its employees and the resources used to develop applicable systems before they

are transferred to the customer and therefore is a principal. Accordingly, the reimbursement for these costs incurred by the

Company to manage the fund limited partnerships are presented on a gross basis in interest and other income in the condensed

consolidated statements of operations and the expense in general, administrative and other expenses or cash-based

compensation and benefits expenses in the condensed consolidated statements of operations.

Incentive Fees

In connection with management contracts from certain of its Global Credit funds, the Company is also entitled to receive

performance-based incentive fees when the return on assets under management exceeds certain benchmark returns or other

performance targets. In such arrangements, incentive fees are recognized when the performance benchmark has been achieved.

Incentive fees are variable consideration because they are contingent upon the investment vehicle achieving stipulated

investment return hurdles. Investment returns are highly susceptible to market factors outside of the Company’s influence.

Accordingly, incentive fees are constrained until all uncertainty is resolved. Estimates of future period incentive fees are

generally not included in the transaction price because these estimates are constrained. The transaction price for incentive fees

is generally the amount determined at the end of each accounting period to which they relate because that is when the

uncertainty for that period is resolved, as these fees are not subject to clawback.

Investment Income (Loss), including Performance Allocations

Investment income (loss) represents the unrealized and realized gains and losses resulting from the Company’s equity

method investments, including any associated general partner performance allocations, and other principal investments,

including CLOs.

General partner performance allocations consist of the allocation of profits from certain of the funds to which the

Company is entitled (commonly known as carried interest).

For closed-end carry funds in the Global Private Equity and Global Credit segments, the Company is generally entitled to

a 20% allocation (or approximately 2% to 12.5% for most of the Global Investment Solutions segment carry fund vehicles) of

the net realized income or gain as a carried interest after returning the invested capital, the allocation of preferred returns of

generally 7% to 9% and return of certain fund costs (generally subject to catch-up provisions as set forth in the fund limited

partnership agreement). These terms may vary on longer-dated funds, certain credit funds, and external co-investment vehicles.

Carried interest is recognized upon appreciation of the funds’ investment values above certain return hurdles set forth in each

respective partnership agreement. The Company recognizes revenues attributable to performance allocations based upon the

amount that would be due pursuant to the fund partnership agreement at each period end as if the funds were terminated at that

date. Accordingly, the amount recognized as investment income for performance allocations reflects the Company’s share of

the gains and losses of the associated funds’ underlying investments measured at their then-current fair values relative to the fair

values as of the end of the prior period. Because of the inherent uncertainty, these estimated values may differ significantly

from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the

difference could be material.

Carried interest is ultimately realized when: (i) an underlying investment is profitably disposed of, (ii) certain costs borne

by the limited partner investors have been reimbursed, (iii) the fund’s cumulative returns are in excess of the preferred return,

and (iv) the Company has decided to collect carry rather than return additional capital to limited partner investors. Realized

carried interest may be required to be returned by the Company in future periods if the fund’s investment values decline below

certain levels. When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously

recognized performance allocations are reversed. In all cases, each fund is considered separately in this regard, and for a given

fund, performance allocations can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s

investments at their then-current fair values, previously recognized and distributed carried interest would be required to be

returned, a liability is established for the potential giveback obligation. As of June 30, 2024 and December 31, 2023, the

Company accrued$43.9 million and$44.0 million, respectively, for giveback obligations.

Principal investment income (loss) is realized when the Company redeems all or a portion of its investment or when the

Company receives or is due cash income, such as dividends or distributions. Unrealized principal investment income (loss)

results from the Company’s proportionate share of the investee’s unrealized earnings, including changes in the fair value of the

underlying investment, as well as the reversal of unrealized gain (loss) at the time an investment is realized. As it relates to the

Company’s investments in NGP (see Note 4, Investments), principal investment income includes the compensation expense

associated with compensatory arrangements provided by the Company to employees of its equity method investee.

Interest Income

Interest income is recognized when earned. For debt securities representing non-investment grade beneficial interests in

securitizations, the effective yield is determined based on the estimated cash flows of the security. Changes in the effective

yield of these securities due to changes in estimated cash flows are recognized on a prospective basis as adjustments to interest

income in future periods. Interest income earned by the Company is included in interest and other income in the accompanying

condensed consolidated statements of operations. Interest income of the Consolidated Funds was$149.3 million and$122.1

million for thethree months ended June 30, 2024 and 2023, respectively, and$291.9 million and$231.9 million for thesix

months ended June 30, 2024 and 2023, respectively, and is included in interest and other income of Consolidated Funds in the

accompanying condensed consolidated statements of operations.

Credit Losses

The Company measures all expected credit losses for financial assets held at the reporting date in accordance with ASC

326, Financial Instruments—Credit Losses, based on historical experience, current conditions, and reasonable and supportable

forecasts. The Company assesses the collection risk characteristics of the outstanding amounts in its due from affiliates balance

into the following pools of receivables:

•Reimbursable fund expenses receivables,

•Management fee receivables,

•Incentive fee receivables,

•Transaction fee receivables,

•Portfolio fee receivables, and

•Notes receivable.

The Company generally utilizes either historical credit loss information or discounted cash flows to calculate expected

credit losses for each pool. The Company’s receivables are predominantly with its investment funds, which have low risk of

credit loss based on the Company’s historical experience. Historical credit loss data may be adjusted for current conditions and

reasonable and supportable forecasts, including the Company’s expectation of near-term realization based on the liquidity of the

affiliated investment funds.

Compensation and Benefits

Cash-Based Compensation and Benefits – Cash-based compensation and benefits includes salaries, bonuses

(discretionary awards and guaranteed amounts), performance payment arrangements and benefits paid and payable to Carlyle

employees. Bonuses are accrued over the service period to which they relate.

Equity-Based Compensation – Compensation expense relating to the issuance of equity-based awards is measured at fair

value on the grant date. The compensation expense for awards that vest over a future service period is recognized over the

relevant service period on a straight-line basis. The compensation expense for awards that do not require future service is

recognized immediately. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each

reporting period. The compensation expense for awards that contain performance conditions is recognized when it is probable

that the performance conditions will be achieved. The compensation expense for awards that contain market conditions is based

on a grant-date fair value that factors in the probability that the market conditions will be achieved and is recognized over the

requisite service period on a straight-line basis.

Certain equity-based awards contain dividend-equivalent rights, which are subject to the same terms and conditions,

including with respect to vesting and settlement, that apply to the related award. Dividend-equivalents are accounted for as a

reclassification from retained earnings to additional paid-in capital at the time dividends are declared and do not result in

incremental compensation expense.

Equity-based awards issued to non-employees are generally recognized as general, administrative and other expenses,

except to the extent they are recognized as part of the Company’s equity method earnings because they are issued to employees

of equity method investees.

The Company recognizes equity-based award forfeitures in the period they occur as a reversal of previously recognized

compensation expense for awards that vest based on service and/or performance conditions. The reduction in compensation

expense is determined based on the specific awards forfeited during that period. Furthermore, the Company recognizes all

excess tax benefits and deficiencies as income tax benefit or expense in the condensed consolidated statements of operations.

For awards with a market condition (e.g., achievement of certain stock price hurdles) that are forfeited due to the market

condition not being achieved, the related equity-based compensation expense is not reversed.

Performance Allocations and Incentive Fee Related Compensation – A portion of the performance allocations and

incentive fees and certain other interests earned is due to employees and advisors of the Company. These amounts are

accounted for as profit sharing interests in compensation expense in a systematic and rational manner in conjunction with the

recognition of the related performance allocations and incentive fee revenue and, until paid, are recognized as a component of

the accrued compensation and benefits liability. The liability is measured assuming the hypothetical liquidation of the

associated funds’ underlying investments as of the measurement date. Accordingly, upon a reversal of performance allocations

or incentive fee revenue, the related compensation expense, if any, is also reversed. As any vesting requirement is accelerated

upon realization, the service period is not considered substantive when recording the liability based on the hypothetical

liquidation value. Effective December 31, 2023, the Company updated its compensation and incentives program, resulting in a

higher proportion of our performance allocations revenue being used to compensate its personnel; accordingly, Performance

allocations and incentive fee related compensation during thethree and six months ended June 30, 2024 will not meaningfully

compare to thethree and six months ended June 30, 2023. As of June 30, 2024 and December 31, 2023, the Company had

recorded a liability of$4.0 billion and$4.3 billion, respectively, related to the portion of accrued performance allocations and

incentive fees due to employees and advisors, respectively, which was included in accrued compensation and benefits in the

accompanying condensed consolidated balance sheets.

Income Taxes

The Carlyle Group Inc. is a corporation for U.S. federal income tax purposes and thus is subject to U.S. federal, state and

local corporate income taxes. Tax positions taken by the Company are subject to periodic audit by U.S. federal, state, local and

foreign taxing authorities. The interim provision for income taxes is calculated using the discrete effective tax rate method as

allowed by ASC 740, Accounting for Income Taxes. The discrete method is applied when the application of the estimated

annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. In addition, the

discrete method treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on

that basis.

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred

tax assets and liabilities for the expected future consequences of events that have been included in the financial statements or

tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial

statement reporting and the tax basis of assets and liabilities using enacted tax rates in effect for the period in which the

difference is expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the

period of the change in the provision for income taxes. Further, deferred tax assets are recognized for the expected realization of

available net operating loss and tax credit carry forwards. A valuation allowance is recorded on the Company’s gross deferred

tax assets when it is “more likely than not” that such asset will not be realized. When evaluating the realizability of the

Company’s deferred tax assets, all evidence, both positive and negative, is evaluated. Items considered in this analysis include

the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future

earnings. The Company accounts for the valuation allowance assessment on its deferred tax assets and without regard to the

Company’s potential future corporate alternative minimum tax (“CAMT”) status or global minimum tax status under the Pillar

Two Global Anti-Base Erosion (“GloBE”) model rules of the Organization for Economic Co-operation and Development

(“OECD”). Therefore, the Company accounts for CAMT and the global minimum tax in the period as incurred. Lastly, the

Company accounts for the tax on global intangible low-taxed income (“GILTI”) as incurred and therefore has not recorded

deferred taxes related to GILTI on its foreign subsidiaries.

Under U.S. GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is “more

likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state,

local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these

jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is

established, which is included in accounts payable, accrued expenses and other liabilities in the condensed consolidated

financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the

provision for income taxes. If recognized, the entire amount of unrecognized tax positions would be recorded as a reduction in

the provision for income taxes.

Non-controlling Interests

Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third-

party investors. These interests are adjusted for general partner allocations which occur during the reporting period. Any change

in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between

the controlling and non-controlling interests. Transaction costs incurred in connection with such changes in ownership of a

subsidiary are recorded as a direct charge to equity.

Earnings Per Common Share

The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share. Basic earnings

per common share is calculated by dividing net income (loss) attributable to the common shares of the Company by the

weighted-average number of common shares outstanding for the period. Diluted earnings per common share reflects the

assumed conversion of all dilutive securities. The Company applies the treasury stock method to determine the dilutive

weighted-average common shares outstanding for certain equity-based compensation awards. For certain equity-based

compensation awards that contain performance or market conditions, the number of contingently issuable common shares is

included in diluted earnings per common share based on the number of common shares, if any, that would be issuable under the

terms of the awards if the end of the reporting period were the end of the contingency period, if the result is dilutive.

Fair Value of Financial Instruments

The underlying entities that the Company manages and invests in (and in certain cases, consolidates) are primarily

investment companies which account for their investments at estimated fair value.

The fair value measurement accounting guidance under ASC Topic 820, Fair Value Measurement (“ASC 820”),

establishes a hierarchical disclosure framework which ranks the observability of market price inputs used in measuring financial

instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial

instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and

transparency of transactions between market participants. Financial instruments with readily available quoted prices, or for

which fair value can be measured from quoted prices in active markets, will generally have a higher degree of market price

observability and a lesser degree of judgment applied in determining fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs

used in the determination of fair values, as follows:

Level I– inputs to the valuation methodology are quoted prices available in active markets for identical

instruments as of the reporting date. The type of financial instruments in this category include unrestricted

securities, such as equities and derivatives, listed in active markets. The Company does not adjust the quoted price

for these instruments, even in situations where the Company holds a large position and a sale could reasonably

impact the quoted price.

Level II – inputs to the valuation methodology are other than quoted prices in active markets, which are either

directly or indirectly observable as of the reporting date. The types of financial instruments in this category

include less liquid and restricted securities listed in active markets, securities traded in other than active markets,

government and agency securities, and certain over-the-counter derivatives where the fair value is based on

observable inputs.

Level III – inputs to the valuation methodology are unobservable and significant to overall fair value

measurement. The inputs into the determination of fair value require significant management judgment or

estimation. The types of financial instruments in this category include investments in privately-held entities, non-

investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter

derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such

cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is

based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the

significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to

the financial instrument.

In certain cases, debt and equity securities (including corporate treasury investments) are valued on the basis of prices

from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the

value of a particular investment, pricing services may use certain information with respect to transactions in such investments,

quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between

investments.

In the absence of observable market prices, the Company values its investments and its funds’ investments using

valuation methodologies applied on a consistent basis. For some investments little market activity may exist. Management’s

determination of fair value is then based on the best information available in the circumstances and may incorporate

management’s own assumptions and involve a significant degree of judgment, taking into consideration a combination of

internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for

which market prices are not observable include private investments in the equity and debt of operating companies and real

assets, CLO investments and CLO loans payable and fund investments. The valuation technique for each of these investments is

described below:

Investments in Operating Companies and Real Assets – The fair values of private investments in operating companies

and real assets are generally determined by reference to the income approach (including the discounted cash flow

method and the income capitalization method) and the market approach (including the comparable publicly traded

company method and the comparable transaction method). Valuations under these approaches are typically derived by

reference to investment-specific inputs (such as projected cash flows, earnings before interest, taxes, depreciation and

amortization (“EBITDA”), and net operating income) combined with market-based inputs (such as discount rates,

EBITDA multiples and capitalization rates). In many cases, the investment-specific inputs are unaudited at the time

received. Management may also adjust the market-based inputs to account for differences between the subject

investment and the companies, asset or investments used to derive the market-based inputs. Adjustments to observable

valuation measures are frequently made upon the initial investment to calibrate the initial investment valuation to

industry observable inputs. Such adjustments are made to align the investment to observable industry inputs for

differences in size, profitability, projected growth rates, geography, capital structure, and other factors as applicable.

The adjustments are then reviewed with each subsequent valuation to assess how the investment has evolved relative

to the observable inputs. Additionally, the investment may be subject to certain specific risks and/or development

milestones which are also taken into account in the valuation assessment. Option pricing models and similar tools may

also be considered but do not currently drive a significant portion of operating company or real asset valuations and are

used primarily to value warrants, derivatives, certain restrictions and other atypical investment instruments.

Credit-Oriented Investments –The fair values of credit-oriented investments (including corporate treasury

investments) are generally determined on the basis of prices between market participants provided by reputable dealers

or pricing services. In determining the value of a particular investment, pricing services may use certain information

with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in

comparable investments and various relationships between investments. Specifically, for investments in distressed debt

and corporate loans and bonds, the fair values are generally determined by valuations of comparable investments. In

some instances, the Company may utilize other valuation techniques, including the discounted cash flow method.

CLO Investments and CLO Loans Payable – The Company measures the financial liabilities of its consolidated CLOs

based on the fair value of the financial assets of its consolidated CLOs, as the Company believes the fair value of the

financial assets are more observable. The fair values of the CLO loan and bond assets are primarily based on

quotations from reputable dealers or relevant pricing services. In situations where valuation quotations are unavailable,

the assets are valued based on similar securities, market index changes, and other factors. The Company performs

certain procedures to ensure the reliability of the quotations from pricing services for its CLO assets and CLO

structured asset positions, which generally includes corroborating prices with a discounted cash flow analysis.

Generally, the loan and bond assets of the CLOs are not publicly traded and are classified as Level III. The fair values

of the CLO structured asset positions are determined based on both discounted cash flow analyses and third party

quotes. Those analyses consider the position size, liquidity, current financial condition of the CLOs, the third party

financing environment, reinvestment rates, recovery lags, discount rates and default forecasts and are compared to

broker quotations from market makers and third party dealers.

The Company measures the CLO loan payables held by third party beneficial interest holders on the basis of the fair

value of the financial assets of the CLO and the beneficial interests held by the Company. The Company continues to

measure the CLO loans payable that it holds at fair value based on relevant pricing services or discounted cash flow

analyses, as described above.

Fund Investments– The Company’s primary and secondary investments in external funds are generally valued as its

proportionate share of the most recent net asset value provided by the third-party general partners of the underlying

fund partnerships, adjusted for subsequent cash flows received from or distributed to the underlying fund partnerships.

The Company also adjusts for any changes in the market prices of public securities held by the underlying fund

partnerships and may also apply a market adjustment to reflect the estimated change in the fair value of the underlying

fund partnerships’ non-public investments from the date of the most recent net asset value provided by the third-party

general partners.

Investment professionals with responsibility for the underlying investments are responsible for preparing the investment

valuations pursuant to the policies, methodologies and templates prepared by the Company’s valuation group, which is a team

made up of dedicated valuation professionals reporting to the Company’s chief accounting officer. The valuation group is

responsible for maintaining the Company’s valuation policy and related guidance, templates and systems that are designed to be

consistent with the guidance found in ASC 820. These valuations, inputs and preliminary conclusions are reviewed by the fund

management teams. The valuations are then reviewed and approved by the respective fund valuation subcommittees, which

include the respective fund head(s), segment head, chief financial officer and chief accounting officer, as well as members of

the valuation group. The valuation group compiles the aggregate results and significant matters and presents them for review

and approval by the global valuation committee, which includes the Company’s Chief Executive Officer, Chief Risk Officer,

Chief Financial Officer, Chief Accounting Officer, and the business segment heads, and observed by the Chief Compliance

Officer, the director of Internal Audit, the Company’s Audit Committee and others. Additionally, each quarter a sample of

valuations are reviewed by external valuation firms. Valuations of the funds’ investments are used in the calculation of accrued

performance allocations, or “carried interest.”

Investments, at Fair Value

Investments include (i) the Company’s ownership interests (typically general partner interests) in the Funds, including the

Company’s investment in Fortitude (which are accounted for as equity method investments), (ii) the Company’s investment in

NGP (which is accounted for as an equity method investment), (iii) the investments held by the Consolidated Funds (which are

presented at fair value in the Company’s condensed consolidated financial statements), and (iv) certain credit-oriented

investments, including investments in the CLOs and the preferred securities of Carlyle Secured Lending, Inc. (“CSL,” formerly

known as “TCG BDC, Inc.,” the preferred securities of which are referred to as the “BDC Preferred Shares”) (which are

accounted for as trading securities).

Upon the sale of a security or other investment, the realized net gain or loss is computed on a weighted average cost

basis, with the exception of the investments held by the CLOs, which compute the realized net gain or loss on a first in, first out

basis. Securities transactions are recorded on a trade date basis.

Equity Method Investments

The Company accounts for all investments in which it has or is otherwise presumed to have significant influence,

including investments in the unconsolidated Funds and the Company’s investment in NGP, using the equity method of

accounting. The carrying value of equity method investments is determined based on amounts invested by the Company,

adjusted for the equity in earnings or losses of the investee (including performance allocations) allocated based on the

respective partnership agreement, less distributions received. The Company evaluates its equity method investments for

impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be

recoverable.

Cash and Cash Equivalents

Cash and cash equivalents include cash held at banks and cash held for distributions, including investments with original

maturities of less than three months when purchased. The Company is subject to credit risk should a financial institution be

unable to fulfil its obligations and if balances held at a financial institution exceed insured limits.

Cash and Cash Equivalents Held at Consolidated Funds

Cash and cash equivalents held at Consolidated Funds consists of cash and cash equivalents held by the Consolidated

Funds, which, although not legally restricted, is not available to fund the general liquidity needs of the Company.

Restricted Cash

Restricted cash primarily represents cash held by the Company’s foreign subsidiaries due to certain government

regulatory capital requirements as well as certain amounts held on behalf of Carlyle funds.

Corporate Treasury Investments

Corporate treasury investments represent investments in U.S. Treasury and government agency obligations, commercial

paper, certificates of deposit, other investment grade securities and other investments with original maturities of greater than

three months when purchased. These investments are accounted for as trading securities in which changes in the fair value of

each investment are recorded through investment income (loss). Any interest earned on debt investments is recorded through

interest and other income.

Derivative Instruments

The Company uses derivative instruments primarily to reduce its exposure to changes in foreign currency exchange rates.

Derivative instruments are recognized at fair value in the condensed consolidated balance sheets with changes in fair value

recognized in the condensed consolidated statements of operations for all derivatives not designated as hedging instruments.

Securities Sold Under Agreements to Repurchase

As it relates to certain European CLOs sponsored by the Company, securities sold under agreements to repurchase

(“repurchase agreements”) are accounted for as collateralized financing transactions. The Company provides securities to

counterparties to collateralize amounts borrowed under repurchase agreements on terms that permit the counterparties to

repledge or resell the securities to others. As of June 30, 2024,$285.6 million of securities were transferred to counterparties

under repurchase agreements and are included within investments in the condensed consolidated balance sheets. Cash received

under repurchase agreements is recognized as a liability within debt obligations in the condensed consolidated balance sheets.

See Note 6, Borrowings, for additional information.

Fixed Assets

Fixed assets consist of furniture, fixtures and equipment, leasehold improvements, computer hardware and software, and

fractional shares in corporate aircraft, and are stated at cost, less accumulated depreciation and amortization. Depreciation is

recognized on a straight-line method over the assets’ estimated useful lives, which for leasehold improvements are the lesser of

the lease terms or the life of the asset, andthree toseven years for other fixed assets. Fixed assets are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Leases

The Company accounts for its leases in accordance with ASC 842, Leases, and recognizes a lease liability and right-of-

use (“ROU”) asset in the condensed consolidated balance sheet for contracts that it determines are leases or contain a lease. The

Company’s leases primarily consist of operating leases for office space in various countries around the world. The Company

also has operating leases for office equipment and vehicles, which are not significant. The Company does not separate non-

lease components from lease components for its office space and equipment operating leases and instead accounts for each

separate lease component and its associated non-lease component as a single lease component. ROU assets represent the

Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make

lease payments arising from the leases. The Company’s ROU assets and lease liabilities are recognized at lease commencement

based on the present value of lease payments over the lease term. Lease ROU assets include initial direct costs incurred by the

Company and are presented net of deferred rent and lease incentives. Absent an implicit interest rate in the lease, the Company

uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at

commencement in determining the present value of lease payments. The Company’s lease terms may include options to extend

or terminate the lease when it is reasonably certain that the Company will exercise those options. Lease expense for lease

payments is recognized on a straight-line basis over the lease term. Lease ROU assets are reviewed for impairment whenever

events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The Company does not recognize a lease liability or ROU asset on the balance sheet for short-term leases. Instead, the

Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is

defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to

purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a

short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases.

ROU assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount

of an asset may not be recoverable.

Intangible Assets and Goodwill

The Company’s intangible assets consist of acquired contractual rights to earn future fee income, including management

and advisory fees, customer relationships, and acquired trademarks. Finite-lived intangible assets are amortized over their

estimated useful lives, which range from four toeight years, and are reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount of the asset may not be recoverable.

Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the

functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of

October 1 and between annual tests when events and circumstances indicate that impairment may have occurred.

Deferred Revenue

Deferred revenue represents management fees and other revenue received prior to the balance sheet date, which has not

yet been earned. Deferred revenue also includes transaction and portfolio advisory fees received by the Company that are

required to offset fund management fees pursuant to the related fund agreements.

Accumulated Other Comprehensive Income (Loss)

The Company’s accumulated other comprehensive income (loss) is comprised of foreign currency translation adjustments

and gains and losses on defined benefit plans sponsored by AlpInvest. The components of accumulated other comprehensive

income (loss) as of June 30, 2024 and December 31, 2023 were as follows:

Foreign Currency Translation

Non-U.S. dollar denominated assets and liabilities are translated at period-end rates of exchange, and the condensed

consolidated statements of operations are translated at rates of exchange in effect throughout the period. Foreign currency gains

(losses) resulting from transactions outside of the functional currency of an entity of$0.5 million and$(10.7) million for the

three months ended June 30, 2024 and 2023, respectively, and$1.0 million and$(22.5) million for thesix months ended June

30, 2024 and 2023, respectively, are included in general, administrative and other expenses in the condensed consolidated

statements of operations.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial

Accounting Standards Board (“FASB”). ASUs not listed below were assessed and either determined to be not applicable or

expected to have minimal impact on the Company’s condensed consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity

Securities Subject to Contractual Sale Restrictions. The amendments in this update clarify the guidance in Topic 820 when

measuring the fair value of an equity security subject to contractual sale restrictions and introduce new disclosure requirements

related to such equity securities. The amendments are effective for fiscal years beginning after December 15, 2023, with early

adoption permitted. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated

financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting–Improvements to Reportable Segment

Disclosures, which requires, among other things, disclosure of significant segment expense categories and amounts for each

reportable segment on an interim and annual basis. The guidance is effective for fiscal years beginning after December 15,

2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does

not expect the impact of this guidance to be material to its condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure, which requires disclosure

of disaggregated information about a reporting entity’s effective tax rate reconciliation, using both percentages and reporting

currency amounts for specific standardized categories, as well as disclosure of income taxes paid disaggregated by jurisdiction.

The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company

does not expect the impact of this guidance to be material to its condensed consolidated financial statements.

3. Fair Value Measurement

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis by the

fair value hierarchy levels as disclosed in Note 2, Summary of Significant Accounting Policies, as of June 30, 2024:

(1)This balance excludes$494.9 million of Investments of Consolidated Funds that are included in Investments measured at net asset

value, which relate to certain consolidated investment fund of funds in the Company’s Global Investment Solutions segment.

(2)This balance includes$361.5 million related to investments that have been bridged by the Company to investment funds and are

accounted for as consolidated VIEs as of June 30, 2024.

(3)The Level III balance excludes$55.6 million related to three corporate investments in equity securities which the Company has

elected to account for under the measurement alternative for equity securities without readily determinable fair values pursuant to

ASC 321, Investments–Equity Securities. As a non-recurring fair value measurement, the fair value of these equity securities is

excluded from the tabular Level III rollforward disclosures.

(4)Senior and subordinated notes issued by CLO vehicles are valued based on the more observable fair value of the CLO financial

assets, less (i) the fair value of any beneficial interest held by the Company and (ii) the carrying value of any beneficial interests that

represent compensation for services.

(5)Loans payable of Consolidated Funds balance excludes a$177.7 million revolving credit balance.

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis by the

above fair value hierarchy levels as of December 31, 2023:

(1)This balance excludes$490.9 million of Investments of Consolidated Funds that are included in Investments measured at net asset

value, which relate to certain consolidated investment fund of funds in the Company’s Global Investment Solutions segment.

(2)This balance includes$322.0 million related to investments that have been bridged by the Company to investment funds and are

accounted for as consolidated VIEs as of December 31, 2023.

(3)The Level III balance excludes $50.4 million related to two corporate investments in equity securities which the Company has

elected to account for under the measurement alternative for equity securities without readily determinable fair values pursuant to

ASC 321, Investments–Equity Securities. As a non-recurring fair value measurement, the fair value of these equity securities is

excluded from the tabular Level III rollforward disclosures.

(4)Senior and subordinated notes issued by CLO vehicles are valued based on the more observable fair value of the CLO financial

assets, less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that

represent compensation for services.

(5)Loans payable of Consolidated Funds balance excludes a$177.9 million revolving credit balance and$10.0 million of senior notes

and subordinated notes.

The changes in financial instruments measured at fair value for which the Company has used Level III inputs to

determine fair value are as follows (Dollars in millions):

(1)As a result of the deconsolidation of one fund during the three and six months ended June 30, 2023.

Realized and unrealized gains and losses included in earnings for Level III investments for investments in CLOs and

other investments are included in investment income (loss), and such gains and losses for investments of Consolidated Funds

and loans payable of the Consolidated Funds are included in net investment gains (losses) of Consolidated Funds in the

condensed consolidated statements of operations.

Gains and losses included in other comprehensive income for all Level III financial asset and liabilities are included in

accumulated other comprehensive loss and non-controlling interests in consolidated entities.

The following table summarizes quantitative information about the Company’s Level III inputs as of June 30, 2024:

(1)Fair value approximates transaction price that was in close proximity to the reporting date.

(2)Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets,

less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent

compensation for services.

The following table summarizes quantitative information about the Company’s Level III inputs as of December 31, 2023:

(1)Fair value approximates transaction price that was in close proximity to the reporting date.

(2)Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets,

less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent

compensation for services.

The significant unobservable inputs used in the fair value measurement of investments of the Company’s consolidated

funds are indicative quotes. Significant decreases in indicative quotes in isolation would result in a significantly lower fair value

measurement.

The significant unobservable inputs used in the fair value measurement of the Company’s investments in CLOs and other

investments include indicative quotes, discount margins, discount rates, default rates, and recovery rates. Significant decreases

in indicative quotes or recovery rates in isolation would result in a significantly lower fair value measurement. Significant

increases in discount margins, discount rates or default rates in isolation would result in a significantly lower fair value

measurement.

The significant unobservable inputs used in the fair value measurement of the Company’s loans payable of Consolidated

Funds are discount rates, default rates, recovery rates and indicative quotes. Significant increases in discount rates or default

rates in isolation would result in a significantly lower fair value measurement. Significant decreases in recovery rates or

indicative quotes in isolation would result in a significantly lower fair value measurement.

4. Investments

Investments consist of the following:

Accrued Performance Allocations

The components of accrued performance allocations are as follows:

None of the Company’s accrued performance allocations from an individual fund exceeded 10% of total accrued

performance allocations at June 30, 2024 and December 31, 2023.

Accrued performance allocations are shown gross of the Company’s accrued performance allocations and incentive fee

related compensation (see Note 7, Accrued Compensation and Benefits), and accrued giveback obligations, which are

separately presented in the condensed consolidated balance sheets. The components of the accrued giveback obligations are as

follows:

Principal Equity-Method Investments, Excluding Performance Allocations

The Company’s principal equity method investments (excluding performance allocations) include its fund investments in

Global Private Equity, Global Credit, and Global Investment Solutions typically as general partner interests, and its investments

in Fortitude through a Carlyle-affiliated fund (included within Global Credit) and NGP (included within Global Private Equity),

which are not consolidated. Principal investments are related to the following segments:

(1)The balance includes$909.8 million and$916.2 million as of June 30, 2024 and December 31, 2023, respectively, related to the

Company’s equity method investments in NGP.

(2)The balance includes$720.3 million and$595.4 million as of June 30, 2024 and December 31, 2023, respectively, related to the

Company’s investment in Fortitude.

Investment in Fortitude

On November 13, 2018, the Company acquired a 19.9% interest in Fortitude Group Holdings, LLC (“Fortitude

Holdings”), a wholly owned subsidiary of American International Group, Inc. (“AIG”). Fortitude Holdings owns 100% of the

outstanding common shares of Fortitude Reinsurance Company Ltd., a Bermuda domiciled reinsurer (“Fortitude Re”). The

Company paid$381 million in cash at closing andpaid$95 million in additional deferred consideration during the three months

ended March 31, 2024. In May 2020, the initial purchase price was adjusted upward by$99.5 million in accordance with the

purchase agreement as Fortitude Holdings chose not to distribute a planned non-pro rata dividend to AIG, of which the

Company paid$79.6 million in May 2020. The remaining$19.9 million was paid during the three months ended March 31,

On June 2, 2020, Carlyle FRL, L.P. (“Carlyle FRL”), a Carlyle-affiliated investment fund, and T&D United Capital Co.,

Ltd. (“T&D”), a strategic third-party investor, acquired a 51.6% ownership interest and 25.0% ownership interest, respectively,

in Fortitude Holdings from AIG. At closing, the Company contributed its existing 19.9% interest in Fortitude Holdings to

Carlyle FRL, such that Carlyle FRL held a 71.5% interest in Fortitude Holdings. Taken together, Carlyle FRL and T&D had

96.5% ownership of Fortitude Holdings. In October 2021, Carlyle FRL, T&D and an affiliate of AIG contributed the entirety of

their interest in Fortitude Holdings to FGH Parent, L.P. (“FGH Parent”), a newly-formed entity interposed as the direct parent

of Fortitude Holdings, in exchange for an equivalent ownership interest in FGH Parent. References to “Fortitude” prior to this

restructuring refer to Fortitude Holdings and refer to FGH Parent for subsequent periods.

In March 2022, the Company raised$2.0 billion in third-party equity capital from certain investors in Carlyle FRL and

T&D, and committed$100 million from the Company for additional equity capital in Fortitude. In May 2022, Fortitude called

$1.1 billion of the capital raise, reducing the Company’s indirect ownership of Fortitude from 19.9% to 13.5%. As a result of

the dilution, the Company recorded a reduction in the carrying value of its equity method investment and corresponding loss of

$176.9 million. In May 2023, Fortitude called the remaining$1 billion of the capital commitments and the Company’s indirect

ownership of Fortitude further decreased from 13.5% to 10.5%, resulting in an additional reduction in the carrying value and a

corresponding loss of$104.0 million. Effective October 2023, a third-party investor in Carlyle FRL received a distribution in

kind of its interest in FGH Parent held indirectly through the fund, reducing Carlyle FRL’s ownership in FGH Parent to 38.5%.

Following the additional capital contributions in 2022 and 2023, Carlyle FRL and its strategic third-party investors collectively

hold a 97.5% interest in FGH Parent. As of June 30, 2024, the carrying value of the Company’s investment in Carlyle FRL,

which is an investment company that accounts for its investment in Fortitude at fair value, was$720.3 million, relative to equity

invested of$679.6 million.

The Company has an asset management relationship with Fortitude pursuant to which Fortitude committed to allocate

assets in asset management strategies and vehicles of the Company and its affiliates. As of June 30, 2024, Fortitude, its

affiliates and certain Fortitude reinsurance counterparties have committed approximately$18.6 billion of capital to-date to

various Carlyle strategies. On April 1, 2022, the Company entered into a strategic advisory services agreement with certain

subsidiaries of Fortitude through Carlyle Insurance Solutions Management L.L.C. (“CISM”), an investment adviser. Under the

agreement, CISM provides Fortitude with certain services, including business development and growth, transaction origination

and execution, and capital management services in exchange for a recurring management fee based on Fortitude’s general

account assets, which adjusts within an agreed range based on Fortitude’s overall profitability. Third party investors who

participated in the March 2022 capital raise also made a minority investment in CISM, which is reflected as non-controlling

interest in consolidated entities in the condensed consolidated financial statements.

Investment in NGP

The Company has equity interests in NGP Management Company, L.L.C. (“NGP Management”), the general partners of

certain carry funds advised by NGP, and principal investments in certain NGP funds as described below. The Company does

not control NGP and accounts for its investments in NGP under the equity method of accounting, and includes these

investments in the Global Private Equity segment.

The Company’s investments in NGP as of June 30, 2024 and December 31, 2023 are as follows:

Investment in NGP Management. The Company’s equity interests in NGP Management entitle the Company to an

allocation of income equal to 55.0% of the management fee related revenues of NGP Management, which serves as the

investment advisor to the NGP Energy Funds. Management fees are generally calculated as 1.0% to 2.0% of the limited

partners’ commitments during the fund’s investment period, and 0.5% to 2.0% based on the lower of cost or fair market value

of invested capital following the expiration or termination of the investment period. Management fee related revenues from

NGP Management are primarily driven by NGP XI, NGP XII, and NGP XIII during thethree and six months ended June 30,

2024 and 2023.

The Company records investment income (loss) for its equity income allocation from NGP management fee related

revenues and also records its share of any allocated expenses from NGP Management, as well as expenses associated with the

compensatory elements of the investment. The net investment income (loss) recognized in the Company’s condensed

consolidated statements of operations for thethree and six months ended June 30, 2024 and 2023 were as follows:

The Company assesses the remaining carrying value of its equity method investment for impairment whenever events or

circumstances indicate that the carrying value may not be recoverable, and considers factors including, but not limited to,

expected cash flows from its interest in future management fees and NGP’s ability to raise new funds.

Investment in the General Partners of NGP Carry Funds. The Company’s investment in the general partners of the NGP

Carry Funds entitle it to 47.5% (40.0% or 42.75% in the case of certain funds) of the performance allocations received by

certain current and future NGP fund general partners. The Company records its equity income allocation from NGP

performance allocations in principal investment income (loss) from equity method investments rather than performance

allocations in its condensed consolidated statements of operations. The Company recognized net investment earnings (losses)

related to these performance allocations of$3.0 million and$34.8 million for thethree months ended June 30, 2024 and 2023,

respectively, and$18.3 million and$36.5 million for thesix months ended June 30, 2024 and 2023, respectively.

Principal Investments in NGP Funds. The Company also holds principal investments in the NGP Carry Funds. The

Company recognized net investment earnings (losses) related to principal investment income (loss) in its condensed

consolidated statements of operations of$0.7 million and$4.0 million for thethree months ended June 30, 2024 and 2023,

respectively, and$2.7 million and$3.9 million for thesix months ended June 30, 2024 and 2023, respectively.

Principal Investments in CLOs and Other Investments

Principal investments in CLOs as of June 30, 2024 and December 31, 2023 were$494.6 million and$532.6 million,

respectively, and consisted of investments in CLO senior and subordinated notes. A portion of the Company’s principal

investments in CLOs is collateral to CLO term loans (see Note 6, Borrowings). As of June 30, 2024 and December 31, 2023,

other investments include the Company’s investment in the BDC Preferred Shares at fair value of$98.8 million and

$81.7 million, respectively (see Note 9, Related Party Transactions).

Investment Income (Loss)

The components of investment income (loss) are as follows:

(1)Thethree and six months ended June 30, 2024 included investment gain of$5.3 million and thesix months ended June 30, 2023

included investment loss of$13.3 million associated with the remeasurement of corporate investments, resulting from observable

price changes pursuant to ASC 321, Investments–Equity Securities.

The performance allocations included in revenues are derived from the following segments:

The following table summarizes the funds that are the primary drivers of performance allocations for the periods

presented and the total revenue recognized, including performance allocations as well as fund management fees and principal

investment income:

Carlyle’s income (loss) from its principal equity method investments consists of:

Principal investment income for Global Private Equity includes the Company’s equity income allocation from NGP

performance allocations of$3.0 million and$34.8 million for thethree months ended June 30, 2024 and 2023, respectively, and

$18.3 million and$36.5 million forsix months ended June 30, 2024 and 2023, respectively. Principal investment loss for

Global Credit during thethree and six months ended June 30, 2023 includes an investment loss of$104.0 million on the

Company’s equity method investment in Carlyle FRL related to the dilution of the Company’s indirect ownership in Fortitude

from 13.5% to 10.5%.

Investments of Consolidated Funds

The Company consolidates the financial positions and results of operations of certain CLOs in which it is the primary

beneficiary. During thesix months ended June 30, 2024, the Company formed four new CLOs for which the Company is the

primary beneficiary. Investments in Consolidated Funds as of June 30, 2024 also include$361.5 million related to investments

that have been bridged by the Company to investment funds and are accounted for as consolidated VIEs.

There were no individual investments with a fair value greater than five percent of the Company’s total assets for any

period presented.

Interest and Other Income of Consolidated Funds

The components of interest and other income of Consolidated Funds are as follows:

Net Investment Income (Loss) of Consolidated Funds

Net investment income (loss) of Consolidated Funds includes net realized gains (losses) from sales of investments and

unrealized gains (losses) resulting from changes in fair value of the Consolidated Funds’ investments. The components of Net

investment income (loss) of Consolidated Funds are as follows:

The following table presents realized and unrealized gains (losses) earned from investments of the Consolidated Funds:

5. Intangible Assets and Goodwill

The following table summarizes the carrying amount of intangible assets as of June 30, 2024 and December 31, 2023:

As discussed in Note 2, Summary of Significant Accounting Policies, the Company reviews its intangible assets for

impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable,

and considers factors including, but not limited to, expected cash flows from its interest in future management fees and the

ability to raise new funds. The Company recordedno impairment losses during any of the periods presented.

Intangible asset amortization expense was$32.7 million and$32.8 million for thethree months ended June 30, 2024 and

2023, respectively, and$65.3 million and$65.6 million for thesix months ended June 30, 2024 and 2023, respectively, and is

included in general, administrative, and other expenses in the condensed consolidated statements of operations. Certain

intangible assets are held by entities of which the functional currency is not the U.S. dollar. Any corresponding currency

translation is recorded in accumulated other comprehensive income (loss).

The following table summarizes the expected amortization expense for 2024 through 2028 and thereafter (Dollars in

millions):

6. Borrowings

The Company borrows and enters into credit agreements for its general operating and investment purposes. The

Company’s debt obligations consist of the following:

Senior Credit Facility

As of June 30, 2024, the senior credit facility, which was amended on April 29, 2022, included$1.0 billion in a revolving

credit facility. The Company’s borrowing capacity is subject to the ability of the financial institutions in the banking syndicate

to fulfill their respective obligations under the revolving credit facility. The revolving credit facility is scheduled to mature on

April 29, 2027, and principal amounts outstanding under the revolving credit facility accrue interest, at the option of the

borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.50% per annum, or (b) at SOFR (or

similar benchmark for non-U.S. dollar borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50% per

annum (at June 30, 2024, the interest rate was 6.44%). The Company madeno borrowings under the revolving credit facility

during thethree and six months ended June 30, 2024 and there wasno balance outstanding at June 30, 2024.

Global Credit Revolving Credit Facility

Certain subsidiaries of the Company are parties to a revolving line of credit, primarily intended to support certain lending

activities within the Global Credit segment. In August 2023, the Global Credit Revolving Credit Facility was amended to

increase the capacity of the existing revolving line of credit from$250 million to$300 million (the “2027 Tranche Revolving

Loans”) and extend the maturity date to September 2027. This amendment also provides for a new tranche of revolving loans

with a capacity of$200 million maturing in August 2024, which is expected to be extended (the “2024 Tranche Revolving

Loans,” together with the 2027 Tranche Revolving Loans, the “Global Credit Revolving Credit Facility”). The Company’s

borrowing capacity is subject to the ability of the financial institutions in the banking syndicate to fulfill their respective

obligations under the Global Credit Revolving Credit Facility. Principal amounts outstanding accrue interest at applicable

SOFR or Eurocurrency rates plus an applicable margin of 2.00% or an alternate base rate plus an applicable margin of 1.00%.

In thethree months ended June 30, 2024, the Company made borrowings under the Global Credit Revolving Credit Facility of

$5.0 million and€5.0 million, which were repaid as of June 30, 2024. As of June 30, 2024, there wasno borrowing outstanding

under the Global Credit Revolving Credit Facility.

CLO Borrowings

For certain of the Company’s CLOs, the Company finances a portion of its investment in the CLOs through the proceeds

received from term loans and other financing arrangements with financial institutions. The Company’s outstanding CLO

borrowings consist of the following (Dollars in millions):

(1)Maturity date is earlier of date indicated or the date that the CLO is dissolved.

(2)Incurs interest at EURIBOR plus applicable margins as defined in the agreement.

(3)Incurs interest at the average effective interest rate of each class of purchased securities plus 0.50% spread percentage.

(4)Incurs interest at SOFR plus 1.44%.

(5)Incurs interest at SOFR plus 1.68%.

(6)This term loan was fully repaid in April 2024.

The CLO term loans are secured by the Company’s investments in the respective CLO, have a general unsecured interest

in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity. Interest expense for

thethree months ended June 30, 2024 and 2023 was$6.2 million and$5.9 million, respectively. Interest expense for thesix

months ended June 30, 2024 and 2023 was$13.0 million and$11.1 million, respectively. The fair value of the outstanding

balance of the CLO term loans at June 30, 2024 approximated par value based on current market rates for similar debt

instruments. These CLO term loans are classified as Level III within the fair value hierarchy.

European CLO Financing - February 28, 2017

On February 28, 2017, a subsidiary of the Company entered into a financing agreement with several financial institutions

under which these financial institutions provided a€27.7 million term loan ($29.7 million at June 30, 2024) to the Company.

This term loan is secured by the Company’s investments in the retained notes in certain European CLOs that were formed in

2014 and 2015. This term loan will mature on the earlier of September 21, 2029 or the date that the certain European CLO

retained notes have been redeemed. The Company may prepay the term loan in whole or in part at any time. Interest on this

term loan accrues at EURIBOR plus applicable margins (6.34% at June 30, 2024).

Master Credit Agreement - Term Loans

The Company assumed liabilities under master credit agreements previously entered into by CBAM under which a

financial institution provided term loans to CBAM for the purchase of eligible interests in CLOs (see Note 3 to the consolidated

financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023). Term

loans issued under these master credit agreements are secured by the Company’s investment in the respective CLO as well as

any senior management fee and subordinated management fee payable by each CLO. Term loans generally bear interest at

SOFR plus a weighted average spread over SOFR on the CLO notes, which is due quarterly. As of June 30, 2024, term loans

under these agreements had$68.7 million outstanding. The master credit agreements mature in July 2030 and January 2031,

respectively.

CLO Repurchase Agreements

On February 5, 2019, the Company entered into a master credit facility agreement (the “Carlyle CLO Financing Facility”)

to finance a portion of the risk retention investments in certain European CLOs managed by the Company. Each transaction

entered into under the Carlyle CLO Financing Facility will bear interest at a rate based on the weighted average effective

interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of June 30, 2024,

€204.3 million ($218.9 million) was outstanding under the Carlyle CLO Financing Facility. Additional borrowings may be

made on terms agreed upon by the Company and the counterparty subject to the terms and conditions of the Carlyle CLO

Financing Facility.

Each transaction entered into under the CLO Financing Facility provides for payment netting and, in the case of a default

or similar event with respect to the counterparty to the CLO Financing Facility, provides for netting across transactions.

Generally, upon a counterparty default, the Company can terminate all transactions under the CLO Financing Facility and offset

amounts it owes in respect of any one transaction against collateral, if any, or other amounts it has received in respect of any

other transactions under the CLO Financing Facility; provided, however, that in the case of certain defaults, the Company may

only be able to terminate and offset solely with respect to the transaction affected by the default. During the term of a

transaction entered into under the CLO Financing Facility, the Company will deliver cash or additional securities acceptable to

the counterparty if the securities sold are in default. Upon termination of a transaction, the Company will repurchase the

previously sold securities from the counterparty at a previously determined repurchase price. The CLO Financing Facility may

be terminated at any time upon certain defaults or circumstances agreed upon by the parties.

The repurchase agreements may result in credit exposure in the event the counterparty to the transaction is unable to

fulfill its contractual obligations. The Company minimizes the credit risk associated with these activities by monitoring

counterparty credit exposure and collateral values. Other than margin requirements, the Company is not subject to additional

terms or contingencies which would expose the Company to additional obligations based upon the performance of the securities

pledged as collateral.

The Company assumed liabilities under a master credit facility agreement previously entered into by CBAM (the

“CBAM CLO Financing Facility,” together with the Carlyle CLO Financing Facility, the “CLO Financing Facilities”) to

finance a portion of the risk retention investments in certain European CLOs managed by CBAM (see Note 3 to the

consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31,

2023). The maximum facility amount is€100.0 million, but may be expanded on such terms agreed upon by the Company and

the counterparty subject to the terms and conditions of the CBAM CLO Financing Facility. Each transaction entered into under

the CBAM CLO Financing Facility will bear interest at a rate based on the weighted average effective interest rate of each class

of securities that have been sold plus a spread to be agreed upon by the parties. As of June 30, 2024,€62.2 million

($66.6 million) was outstanding under the CBAM CLO Financing Facility.

Senior Notes

Certain indirect subsidiaries of the Company have issued long term borrowings in the form of senior notes, on which

interest is payable semi-annually in arrears. The following table provides information regarding these senior notes (Dollars in

millions):

(1)Including accrued interest. Fair value is based on indicative quotes and the notes are classified as Level II within the fair

value hierarchy.

(2)Issued in September 2019 at 99.841% of par.

(3)Issued$400.0 million in aggregate principal at 99.583% of par in March 2013. An additional$200.0 million in aggregate

principal was issued at 104.315% of par in March 2014, and is treated as a single class with the outstanding$400.0 million

in senior notes previously issued.

(4)Issued in September 2018 at 99.914% of par.

The issuers may redeem the senior notes, in whole at any time or in part from time to time, at a price equal to the greater

of (i)100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining

scheduled payments of principal and interest on any notes being redeemed discounted to the redemption date on a semiannual

basis at the Treasury Rate plus 40 basis points (30 basis points in the case of the 3.500% senior notes), plus in each case accrued

and unpaid interest on the principal amounts being redeemed.

Subordinated Notes

In May 2021, an indirect subsidiary of the Company issued$435.0 million aggregate principal amount of 4.625%

Subordinated Notes due May 15, 2061 (the “Subordinated Notes”), on which interest is payable quarterly accruing from May

11, 2021. In June 2021, an additional$65.0 million aggregate principal amount of these Subordinated Notes were issued and

are treated as a single series with the already outstanding$435.0 million aggregate principal amount. The Subordinated Notes

are unsecured and subordinated obligations of the issuer, and are fully and unconditionally guaranteed (the “Guarantees”),

jointly and severally, on a subordinated basis, by the Company, each of the Carlyle Holdings partnerships, and CG Subsidiary

Holdings L.L.C., an indirect subsidiary of the Company (collectively, the “Guarantors”). The Consolidated Funds are not

guarantors, and as such, the assets of the Consolidated Funds are not available to service the Subordinated Notes under the

Guarantee. The Subordinated Notes may be redeemed at the issuer’s option in whole at any time or in part from time to time on

or after June 15, 2026 at a redemption price equal to their principal amount plus any accrued and unpaid interest to, but

excluding, the date of redemption. If interest due on the Subordinated Notes is deemed no longer to be deductible in the U.S., a

“Tax Redemption Event,” the Subordinated Notes may be redeemed, in whole, but not in part, within 120 days of the

occurrence of such event at a redemption price equal to their principal amount plus accrued and unpaid interest to, but

excluding, the date of redemption. In addition, the Subordinated Notes may be redeemed, in whole, but not in part, at any time

prior to May 15, 2026, within 90 days of the rating agencies determining that the Subordinated Notes should no longer receive

partial equity treatment pursuant to the rating agency’s criteria, a “rating agency event,” at a redemption price equal to 102% of

their principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption.

As of June 30, 2024 and December 31, 2023, the fair value of the Subordinated Notes was$364.0 million and

$411.8 million, respectively. Fair value is based on active market quotes and the notes are classified as Level I within the fair

value hierarchy. For both thethree months ended June 30, 2024 and 2023, the Company incurred$5.9 million of interest

expense on the Subordinated Notes. For both thesix months ended June 30, 2024 and 2023, the Company incurred

$11.8 million of interest expense on the Subordinated Notes.

Debt Covenants

The Company is subject to various financial covenants under its loan agreements including, among other items,

maintenance of a minimum amount of management fee-earning assets. The Company is also subject to various non-financial

covenants under its loan agreements and the indentures governing its senior notes. The Company was in compliance with all

financial and non-financial covenants under its various loan agreements as of June 30, 2024.

Loans Payable of Consolidated Funds

Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the CLOs.

As of June 30, 2024 and December 31, 2023, the following borrowings were outstanding (Dollars in millions):

(1)Borrowing Outstanding and Fair Value as of December 31, 2023 includes$7.8 million of senior secured notes that are carried at par

value.

(2)Borrowing Outstanding and Fair Value as of December 31, 2023 includes$2.2 million of subordinated notes that are carried at par

value.

(3)Fair Value as of June 30, 2024 and December 31, 2023 reflects the amortized cost of outstanding revolving credit balances which

approximates fair value.

(4)The subordinated notes do not have contractual interest rates, but instead receive distributions from the excess cash flows of the

CLOs.

Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be used

to satisfy the liabilities of another. This collateral consisted of cash and cash equivalents, corporate loans, corporate bonds and

other securities. As of June 30, 2024 and December 31, 2023, the fair value of the CLO assets was$8.7 billion and$6.8 billion,

respectively.

7. Accrued Compensation and Benefits

Accrued compensation and benefits consist of the following:

(1)Includes$6.3 million and$44.5 million of realized performance allocations and incentive fee related compensation not yet paid to

participants as of June 30, 2024 and December 31, 2023, respectively.

The following table presents realized and unrealized performance allocations and incentive fee related compensation:

8. Commitments and Contingencies

Capital Commitments

The Company and its unconsolidated affiliates have unfunded commitments totaling$4.3 billion as of June 30, 2024, of

which approximately$3.6 billion is subscribed individually by senior Carlyle professionals, advisors and other professionals. In

addition to these unfunded commitments, the Company may from time to time exercise its right to purchase additional interests

in its investment funds that become available in the ordinary course of their operations.

Under the Carlyle Global Capital Markets platform, certain subsidiaries of the Company may act as an underwriter,

syndicator or placement agent for security offerings and loan originations. The Company earns fees in connection with these

activities and bears the risk of the sale of such securities and placement of such loans, which may be longer dated. As of

June 30, 2024, the Company hadno material commitments related to the origination and syndication of loans and securities

under the Carlyle Global Capital Markets platform. In July 2024, a subsidiary of the Company committed to bridge up to

$340 million of debt and equity financing in connection with the acquisition of a private student loan portfolio by investment

vehicles in the Company’s Global Credit segment, which is expected to close in the second half of 2024. The Company expects

to transfer the commitments to third party investors through Carlyle-advised investment vehicles.

Guaranteed Loans

From time to time, the Company or its subsidiaries may enter into agreements to guarantee certain obligations of the

investment funds related to, for example, credit facilities or equity commitments. Certain consolidated subsidiaries of the

Company are the guarantors of revolving credit facilities for certain funds in the Global Investment Solutions segment. The

guarantee is limited to the lesser of the total amount drawn under the credit facilities or the total of net asset value of the

guarantor subsidiaries plus any uncalled capital of the applicable general partner, and was approximately$6.5 million as of

June 30, 2024. The outstanding balances are secured by uncalled capital commitments from the underlying funds and the

Company believes the likelihood of any material funding under this guarantee to be remote.

Contingent Obligations (Giveback)

A liability for potential repayment of previously received performance allocations of$43.9 million at June 30, 2024 was

shown as accrued giveback obligations in the condensed consolidated balance sheets, representing the giveback obligation that

would need to be paid if the funds were liquidated at their current fair values at June 30, 2024. However, the ultimate giveback

obligation, if any, generally is not paid until the end of a fund’s life or earlier if the giveback becomes fixed and early payment

is agreed upon by the fund’s partners (see Note 2, Summary of Significant Accounting Policies). The Company had$11.5

million of unbilled receivables from former and current employees and senior Carlyle professionals as of June 30, 2024 related

to giveback obligations. Any such receivables are collateralized by investments made by individual senior Carlyle professionals

and employees in Carlyle-sponsored funds. In addition,$149.5 million have been withheld from distributions of carried interest

to senior Carlyle professionals and employees for potential giveback obligations as of June 30, 2024. Such amounts are held on

behalf of the respective current and former Carlyle employees to satisfy any givebacks they may owe and are held by entities

not included in the accompanying condensed consolidated balance sheets. Current and former senior Carlyle professionals and

employees are personally responsible for their giveback obligations. As of June 30, 2024, approximately$20.2 million of the

Company’s accrued giveback obligation is the responsibility of various current and former senior Carlyle professionals and

other former limited partners of the Carlyle Holdings partnerships, and the net accrued giveback obligation attributable to the

Company is$23.7 million.

If, at June 30, 2024, all of the investments held by the Company’s Funds were deemed worthless, a possibility that

management views as remote, the amount of realized and distributed carried interest subject to potential giveback would be

$1.4 billion, on an after-tax basis where applicable, of which approximately$0.6 billion would be the responsibility of current

and former senior Carlyle professionals.

Legal Matters

In the ordinary course of business, the Company is a party to litigation, investigations, inquiries, employment-related

matters, disputes and other potential claims. Certain of these matters are described below. The Company is not currently able to

estimate the reasonably possible amount of loss or range of loss, in excess of amounts accrued, for the matters that have not

been resolved. The Company does not believe it is probable that the outcome of any existing litigation, investigations, disputes

or other potential claims will materially affect the Company or these financial statements in excess of amounts accrued.

The Authentix Matter

Authentix, Inc. (“Authentix”) was a majority-owned portfolio company in one of the Company’s investment funds,

Carlyle U.S. Growth Fund III, L.P. (“CGF III”). When Authentix was owned by CGF III, two of the Company’s employees

served on Authentix’s board of directors. After a lengthy sale process, Authentix was sold for an aggregate sale price of

$87.5 million. On August 7, 2020, certain of the former minority shareholders in Authentix filed suit in Delaware Chancery

Court, alleging that the Authentix board of directors, CGF III, and the Company breached various fiduciary duties by agreeing

to a sale of Authentix at an inopportune time and at a price that was too low. Plaintiffs seek damages for their percentage

ownership share of the hypothetical extra gain they allege could have been realized on the sale. Plaintiffs also seek

disgorgement of any profits received by the Company stemming from the sale. A trial before the Delaware Court of Chancery

was completed in early February 2024. A decision from the court is expected later this year, following post-trial briefing. The

former directors of Authentix are covered by indemnification from Authentix and an Authentix insurance policy. The

defendants expect to continue to contest the claims vigorously.

The Tax Receivable Agreement Matter

The Company came into existence on January 1, 2020, when its predecessor, The Carlyle Group, L.P. (the “PTP”),

converted from a partnership into a corporation (the “Conversion”). On July 29, 2022, an alleged stockholder of the Company,

the City of Pittsburgh Comprehensive Municipal Trust Fund (the “Plaintiff”), filed suit in the Delaware Court of Chancery,

alleging a direct claim against the Company for breach of its certificate of incorporation and a derivative claim on behalf of the

Company against certain current and former officers and directors of the Company. Plaintiff challenges the receipt, by certain

officers of the PTP and certain directors of the general partner of the PTP, of a right to cash payments associated with the

elimination of a tax receivable agreement in connection with the Conversion. Plaintiff is seeking monetary damages, restitution,

and an injunction preventing the Company from making any future cash payments for the elimination of the tax receivable

agreement in connection with the Conversion. By virtue of the derivative nature of the primary claims (i.e., that the claims are

aimed primarily at certain officers and directors), it is unlikely that the Company itself will pay material damage awards based

on the Plaintiff’s claims, although the Company is expected to incur legal defense fees to the extent not covered by insurance.

The Delaware Court issued a ruling on the defendant’s motion to dismiss on April 24, 2024, dismissing some of the Plaintiff’s

claims but allowing most of the claims to proceed to discovery and possibly to trial. The Company intends to contest the direct

claims vigorously, and the officer and director defendants intend to continue contesting the claims vigorously.

SEC Investigation

As part of a sweep investigation of financial services and investment advisory firms, in October 2022, the Company

received from the SEC a request for information related to the preservation of certain types of electronic business

communications (e.g., text messages and messages on WhatsApp, WeChat, and similar applications) as part of the Company’s

books and records. The Company has cooperated with the investigationandhas engaged in discussions with the Enforcement

Division about potential resolution. The Company has accrued an estimated liability for this matter in the six months ended

June 30, 2024.

The Company currently is and expects to continue to be, from time to time, subject to examinations, formal and informal

inquiries and investigations by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to,

the SEC, Department of Justice, state attorneys general, FINRA, National Futures Association and the U.K. Financial Conduct

Authority. The Company routinely cooperates with such examinations, inquiries and investigations, and they may result in the

commencement of civil, criminal, or administrative or other proceedings against the Company or its personnel.

It is not possible to predict the ultimate outcome of all pending investigations and legal proceedings and employment-

related matters, and some of the matters discussed above involve claims for potentially large and/or indeterminate amounts of

damages. Based on information known by management, management does not believe that as of the date of this filing the final

resolutions of the matters above will have a material effect upon the Company’s condensed consolidated financial statements.

However, given the potentially large and/or indeterminate amounts of damages sought in certain of these matters and the

inherent unpredictability of investigations and litigations, it is possible that an adverse outcome in certain matters could, from

time to time, have a material effect on the Company’s financial results in any particular period.

The Company accrues an estimated loss contingency liability when it is probable that such a liability has been incurred

and the amount of the loss can be reasonably estimated. As of June 30, 2024, the Company had recorded liabilities aggregating

to approximately$70 million for litigation-related contingencies, regulatory examinations and inquiries, and other matters. The

Company evaluates its outstanding legal and regulatory proceedings and other matters each quarter to assess its loss

contingency accruals, and makes adjustments in such accruals, upward or downward, as appropriate, based on management’s

best judgment after consultation with counsel. There is no assurance that the Company’s accruals for loss contingencies will not

need to be adjusted in the future or that, in light of the uncertainties involved in such matters, the ultimate resolution of these

matters will not significantly exceed the accruals that the Company has recorded.

Indemnifications

In the normal course of business, the Company and its subsidiaries enter into contracts that contain a variety of

representations and warranties and provide general indemnifications. The Company’s maximum exposure under these

arrangements is unknown as this would involve future claims that may be made against the Company that have not yet

occurred. However, based on experience, the Company believes the risk of material loss to be remote.

In connection with the sale of the Company’s interest in its local Brazilian management entity in August 2021, the

Company provided a guarantee to the acquiring company of up to BRL 100.0 million ($18.0 million as of June 30, 2024) for

liabilities arising from tax-related indemnifications. This guarantee, which will expire in August 2027, would only come into

effect after all alternative remedies have been exhausted. The Company believes the likelihood of any material funding under

this guarantee to be remote.

Risks and Uncertainties

Carlyle’s funds seek investment opportunities that offer the possibility of attaining substantial capital appreciation.

Certain events particular to each industry in which the underlying investees conduct their operations, as well as general

economic, political, regulatory, and public health conditions, may have a significant negative impact on the Company’s

investments and profitability. The funds managed by the Company may also experience a slowdown in the deployment of

capital, which could adversely affect the Company’s ability to raise capital for new or successor funds and could also impact the

management fees the Company earns on its carry funds and managed accounts, and/or result in the impairment of intangible

assets and/or goodwill the case of the Company’s acquired businesses. Such events are beyond the Company’s control, and the

likelihood that they may occur and the effect on the Company cannot be predicted.

Furthermore, certain of the funds’ investments are made in private companies and there are generally no public markets

for the underlying securities at the current time. The funds’ ability to liquidate their publicly-traded investments are often

subject to limitations, including discounts that may be required to be taken on quoted prices due to the number of shares being

sold. The funds’ ability to liquidate their investments and realize value is subject to significant limitations and uncertainties,

including among others currency fluctuations and natural disasters.

The Company and the funds make investments outside of the United States. Investments outside the United States may be

subject to less developed bankruptcy, corporate, partnership and other laws (which may have the effect of disregarding or

otherwise circumventing the limited liability structures potentially causing the actions or liabilities of one fund or a portfolio

company to adversely impact the Company or an unrelated fund or portfolio company). Non-U.S. investments are subject to the

same risks associated with the Company’s U.S. investments as well as additional risks, such as fluctuations in foreign currency

exchange rates, unexpected changes in regulatory requirements, heightened risk of political and economic instability,

difficulties in managing non-U.S. investments, potentially adverse tax consequences and the burden of complying with a wide

variety of foreign laws.

Furthermore, Carlyle is exposed to economic risk concentrations related to certain large investments as well as

concentrations of investments in certain industries and geographies.

Additionally, the Company encounters credit risk. Credit risk is the risk of default by a counterparty in the Company’s

investments in debt securities, loans, leases and derivatives that result from a borrower’s, lessee’s or derivative counterparty’s

inability or unwillingness to make required or expected payments. The Company is subject to credit risk should a financial

institution be unable to fulfill its obligations.

The Company considers cash, cash equivalents, securities, receivables, principal equity method investments, accounts

payable, accrued expenses, other liabilities, loans, senior notes, assets and liabilities of Consolidated Funds and contingent and

other consideration for acquisitions to be its financial instruments. Except for the senior notes, subordinated notes and

compensatory contingent and other consideration for acquisitions, the carrying amounts reported in the condensed consolidated

balance sheets for these financial instruments equal or closely approximate their fair values. The fair value of the senior and

subordinated notes is disclosed in Note 6, Borrowings.

9. Related Party Transactions

Due from Affiliates and Other Receivables, Net

The Company had the following due from affiliates and other receivables at June 30, 2024 and December 31, 2023:

Reimbursable expenses and other receivables from certain of the unconsolidated funds and portfolio companies relate to

advisory fees receivable and expenses paid on behalf of these entities. These costs generally represent costs related to the

pursuit of actual or proposed investments, professional fees and expenses associated with the acquisition, holding and

disposition of the investments. The affiliates are obligated at the discretion of the Company to reimburse the expenses. Based

on management’s determination, the Company accrues and charges interest on amounts due from affiliate accounts at interest

rates ranging up to 7.02% as of June 30, 2024. The accrued and charged interest to the affiliates was not significant for any

period presented.

Notes receivable include loans that the Company has provided to certain unconsolidated funds to meet short-term

obligations to purchase investments. Notes receivable as of June 30, 2024 and December 31, 2023 also include interest-bearing

loans of$22.2 million and$25.0 million, respectively, to certain eligible Carlyle employees, which excludes Section 16 officers

and other members of senior management, to finance their investments in certain Carlyle sponsored funds. These advances

accrue interest at the WSJPrime Rate minus 1.00% floating with a floor rate of 3.50% (7.50% as of June 30, 2024) and are

collateralized by each borrower’s interest in the Carlyle sponsored funds.

These receivables are assessed regularly for collectability. For management fee receivable, amounts determined to be

uncollectible are recorded as a reduction in revenue in the condensed consolidated statements of operations. For all other

receivables, amounts determined to be uncollectible are charged directly to general, administrative and other expenses in the

condensed consolidated statements of operations. A corresponding allowance for doubtful accounts is recorded and such

amounts were not significant for any period presented.

Due to Affiliates

The Company had the following due to affiliates balances at June 30, 2024 and December 31, 2023:

The Company has recorded obligations for amounts due to certain of its affiliates. The Company periodically offsets

expenses it has paid on behalf of its affiliates against these obligations.

Deferred consideration for Carlyle Holdings units relates to the remaining obligation to the holders of Carlyle Holdings

partnership units who will receive cash payments aggregating to$1.50 per Carlyle Holdings partnership unit exchanged in

connection with the Conversion, payable infive annual installments of$0.30. The fifth and final annual installment payment

occurred in January 2024. The obligation was initially recorded at fair value, net of a discount of$11.3 million and measured

using Level III inputs in the fair value hierarchy.

In connection with the Company’s initial public offering, the Company entered into a tax receivable agreement with the

limited partners of the Carlyle Holdings partnerships whereby certain subsidiaries of the Partnership agreed to pay to the limited

partners of the Carlyle Holdings partnerships involved in any exchange transaction 85% of the amount of cash tax savings, if

any, in U.S. federal, state and local income tax realized as a result of increases in tax basis resulting from exchanges of Carlyle

Holdings Partnership units for common units of The Carlyle Group L.P.

Other Related Party Transactions

On May 5, 2020, the Company purchased 2,000,000 of the BDC Preferred Shares from CSL in a private placement at a

price of$25 per share. Dividends are payable on a quarterly basis in an initial amount equal to 7.0% per annum payable in cash,

or, at CSL’s option,9.0% per annual payable in additional BDC Preferred Shares. The BDC Preferred Shares are convertible at

the Company’s option, in whole or in part, into the number of shares of common stock equal to$25 per share plus any

accumulated but unpaid dividends divided by an initial conversion price of$9.50 per share, subject to certain adjustments. With

the approval of its board of directors, CSL has the option to redeem the BDC Preferred Shares, in whole or in part. In such case,

the Company has the right to convert its shares, in whole or in part, prior to the date of redemption. For both thethree months

ended June 30, 2024 and 2023, the Company recorded dividend income of$0.9 million. For both thesix months ended June 30,

2024 and 2023, the Company recorded dividend income of$1.8 million. Dividend income from the BDC Preferred Shares is

included in interest and other income in the condensed consolidated statements of operations. The Company’s investment in the

BDC Preferred Shares, which is recorded at fair value, was$98.8 million and$81.7 million as of June 30, 2024 and

December 31, 2023, respectively, and is included in investments, including accrued performance allocations, in the condensed

consolidated balance sheets. In August 2024, to facilitate a proposed merger between CSL and another Carlyle-advised BDC,

the Company agreed to exchange its 2,000,000 preferred shares into newly issued common shares of CSL at a price equal to the

net asset value per common share on the date of completion of a proposed merger (compared to a current conversion price of

$8.98 per share). The merger is subject to CSL stockholder approvals, customary regulatory approvals and other closing

conditions. Assuming satisfaction of those conditions, the merger of the BDCs and the exchange of the preferred shares are

expected to close in 2025. As a result of the agreement, during the three months ended September 30, 2024, the Company

expects to reverse approximately$45 million of previously recorded unrealized investment income based on the net asset value

of CSL as of June 30, 2024. The ultimate amount of unrealized investment income to be reversed will be determined based on

the net asset value per common share of CSL as of the closing date of the merger.

Senior Carlyle professionals and employees are permitted to participate in co-investment entities that invest in Carlyle

funds or alongside Carlyle funds. In many cases, participation is limited by law to individuals who qualify under applicable

legal requirements. These co-investment entities generally do not require senior Carlyle professionals and employees to pay

management or performance allocations, however, Carlyle professionals and employees are required to pay their portion of

partnership expenses.

Carried interest income from certain funds can be distributed to senior Carlyle professionals and employees on a current

basis, but is subject to repayment by the subsidiary of the Company that acts as general partner of the fund in the event that

certain specified return thresholds are not ultimately achieved. The senior Carlyle professionals and certain other investment

professionals have personally guaranteed, subject to certain limitations, the obligation of these subsidiaries in respect of this

general partner obligation. Such guarantees are several and not joint and are limited to a particular individual’s distributions

received.

The Company does business with some of its portfolio companies; all such arrangements are on a negotiated basis.

Substantially all revenue is earned from affiliates of Carlyle.

10. Income Taxes

The Company’s provision (benefit) for income taxes was$69.5 million and$(7.3) million for thethree months ended

June 30, 2024 and 2023, respectively, and$91.4 million and$27.0 million for thesix months ended June 30, 2024 and 2023,

respectively. The Company’s effective tax rate was approximately 32% and 10% for thethree months ended June 30, 2024 and

2023, respectively, and 27% and 30% for thesix months ended June 30, 2024 and 2023, respectively. The effective tax rate for

thesix months ended June 30, 2024 and 2023 primarily comprised the 21% U.S. federal corporate income tax rate, the impact

of U.S. state and foreign income taxes, and disallowed executive compensation, partially offset by non-controlling interest and

equity-based compensation deductions. The effective tax rate for the six months ended June 30, 2024 also includes an increase

related to other non-deductible expenses. As of June 30, 2024 and December 31, 2023, the Company had federal, state, local

and foreign taxes payable of$46.3 million and$46.9 million, respectively, which is recorded as a component of accounts

payable, accrued expenses and other liabilities on the accompanying condensed consolidated balance sheets.

In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax

regulators. With a few exceptions, as of June 30, 2024, the Company’s U.S. federal income tax returns for the years 2020

through 2022 are open under the normal three-year statute of limitations and therefore subject to examination. State and local

tax returns are generally subject to audit from 2018 to 2022. Foreign tax returns are generally subject to audit from 2011 to

2023. Certain of the Company’s affiliates are currently under audit by federal, state and foreign tax authorities.

The Company does not believe that the outcome of the audits will require it to record material reserves for uncertain tax

positions or that the outcome will have a material impact on the consolidated financial statements. The Company does not

believe that it has any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will

significantly increase or decrease within thenext twelve months.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law. The IRA enacted a 15%

CAMT on the “adjusted financial statement income” of certain large corporations, which became effective on January 1, 2023.

The Company does not expect the IRA to have a material impact to its provision for income taxes given that any current year

payments that would be made under CAMT would be permitted to be carried forward and used as credits in future years

resulting in a deferred tax benefit. The Company will continue to monitor as additional guidance is released by U.S. Department

of the Treasury, the IRS, and other standard-setting bodies.

On December 27, 2023, the State of New York issued final regulations that implemented comprehensive franchise tax

reform for corporations, banks, and insurance companies. This did not have a material impact to the Company’s consolidated

financial statements. The Company will continue to monitor as additional guidance is released by the State of New York.

In October 2021, the OECD introduced a 15% global minimum tax under the Pillar Two GloBE model rules. There are a

number of key provisions under the rules that are being phased in during 2024 and 2025. Several OECD member countries have

enacted the tax legislation based on certain elements of these rules that became effective on January 1, 2024, and additional

countries have drafted or announced an intent to implement legislation. While the Company does not expect Pillar Two to have

a material impact to its provision for income taxes for 2024, the rules remain subject to significant negotiation and potential

change, and the timing and ultimate impact of any such changes on our tax obligations are uncertain. The Company will

continue to monitor as additional countries enact legislation, new parts of the regime come into force or additional guidance is

released by the OECD and other standard-setting bodies.

11. Non-controlling Interests in Consolidated Entities

The components of the Company’s non-controlling interests in consolidated entities are as follows:

The components of the Company’s non-controlling interests in income of consolidated entities are as follows:

12. Earnings Per Common Share

Basic and diluted net income (loss) per common share are calculated as follows:

The weighted-average common shares outstanding, basic and diluted, are calculated as follows:

The Company applies the treasury stock method to determine the dilutive weighted-average common shares represented

by the unvested restricted stock units. Also included in the determination of dilutive weighted-average common shares are

issuable common shares associated with the Company’s investment in NGP and performance-vesting restricted stock units. For

the three months ended June 30, 2023, all such awards are antidilutive and excluded from the computation of diluted earnings

per share given the net loss attributable to common stockholders.

13. Equity

Stock Repurchase Program

Pursuant to a share repurchase program that was publicly announced in February 2021, and subsequently amended in

October 2021 and February 2023, the Board of Directors of the Company authorized the repurchase of up to$500 million in

shares of our common stock, effective as of March 31, 2023. The Board of Directors reset the total repurchase authorization to

$1.4 billion in shares of our common stock, effective as of February 6, 2024, which authorization replaced the Company’s prior

$500 million authorization. Under this repurchase program, shares of common stock may be repurchased from time to time in

open market transactions, in privately negotiated transactions, or otherwise, including through Rule 10b5-1 plans. The timing

and actual number of shares of common stock repurchased will depend on a variety of factors, including legal requirements and

price, economic, and market conditions. In addition to repurchases of common stock, the repurchase program is used for the

payment of tax withholding amounts upon net share settlement of equity-based awards granted pursuant to our Equity Incentive

Plan or otherwise based on the value of shares withheld that would have otherwise been issued to the award holder. The share

repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. As of June 30,

2024,$1.1 billion of repurchase capacity remained under the program, which reflects both common shares repurchased and

shares retired in connection with the net share settlement of equity-based awards. The following table presents the Company’s

shares that have been repurchased or retired as a result of net share settlement of equity-based awards during thethree and six

months ended June 30, 2024 and 2023:

The IRA also enacted a 1% excise tax on certain actual and deemed stock repurchases by publicly traded U.S.

corporations effective January 1, 2023. The value of repurchases subject to the tax is reduced by the value of any stock issued

by the corporation during the tax year, including stock issued or provided to the employees of the corporation. The excise tax is

accounted for in equity as an additional repurchase cost. The excise tax for thethree months ended June 30, 2024 and 2023 was

$1.1 million and$0.5 million, respectively. The excise tax for thesix months ended June 30, 2024 and 2023 was$1.7 million

and $0.5 million, respectively.

Dividends

The table below presents information regarding the quarterly dividends on the common shares, which were made at the

sole discretion of the Board of Directors of the Company.

The Board of Directors will take into account general economic and business conditions, as well as the Company’s

strategic plans and prospects, business and investment opportunities, financial condition and obligations, legal, tax and

regulatory restrictions, other constraints on the payment of dividends by the Company to its common stockholders or by

subsidiaries to the Company, and other such factors as the Board of Directors may deem relevant. In addition, the terms of the

Company’s credit facility provide certain limits on the Company’s ability to pay dividends.

14. Equity-Based Compensation

The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (the “Equity Incentive Plan,” initially adopted

in May 2012 and as most recently amended and restated on May 29, 2024) is a source of equity-based awards permitting the

Company to grant to Carlyle employees, directors and consultants non-qualified options, share appreciation rights, common

shares, restricted stock units and other awards based on the Company’s shares of common stock. Following the amendment and

restatement of the Equity Incentive Plan on May 29, 2024, a total of 58,800,000 shares of common stock were authorized for

the grant of awards under the Equity Incentive Plan. As of June 30, 2024, there was a total of 28,993,450 shares of the

Company’s common stock remaining available for grant under the Equity Incentive Plan.

A summary of the status of the Company’s non-vested equity-based awards as of June 30, 2024 and a summary of

changes for thesix months ended June 30, 2024, are presented below:

(1)Includes restricted stock units granted to certain senior Carlyle professionals, including equity inducement awards granted in connection

with the appointment of the Company’s Chief Executive Officer, which are subject to vesting based on the achievement of stock price

performance conditions over a service period.

(2)Includes common shares issued in connection with the Company’s investment in NGP.

(3)Includes shares reserved for issuance upon settlement of dividend-equivalent rights carried by certain restricted stock units concurrently

with the settlement of the restricted stock units for shares.

(4)Includes 1,115,147 shares which were retired in connection with the net share settlement of equity-based awards. The Company paid

$47.7 million of taxes related to the net share settlement of equity-based awards during thesix months ended June 30, 2024, which is

included within Financing activities in the condensed consolidated statements of cash flows.

In February 2024, the Company granted 13.2 million restricted stock units to certain senior Carlyle professionals that are

eligible to vest in three tranches based on the achievement of stock price performance conditions over service periods of one,

two and three years. Equity-based compensation expense for each tranche is recognized on a straight-line basis over its

respective service period. These awards had a grant date fair value of approximately$347 million, which was derived using the

Monte Carlo Simulation model.

The Company recorded compensation expense, net of forfeitures, for restricted stock units of$125.2 million and

$68.0 million for thethree months ended June 30, 2024 and 2023, respectively, with$23.6 million and$10.9 million of

corresponding deferred tax benefits, respectively. The Company recorded compensation expense, net of forfeitures, for

restricted stock units of$233.5 million and$122.4 million for thesix months ended June 30, 2024 and 2023, respectively, with

$43.8 million and$20.5 million of corresponding deferred tax benefits, respectively. As of June 30, 2024, the total

unrecognized equity-based compensation expense related to unvested restricted stock units was$770.2 million, which is

expected to be recognized over a weighted-average term of 2.1 years.

15. Segment Reporting

Carlyle conducts its operations through three reportable segments:

Global Private Equity – The Global Private Equity segment advises the Company’s buyout, middle market and growth

capital funds, its U.S. and internationally focused real estate funds, and its infrastructure and natural resources funds. The

segment also includes the NGP Carry Funds advised by NGP.

Global Credit – The Global Credit segment advises funds and vehicles that pursue investment strategies including loans

and structured credit, direct lending, opportunistic credit, distressed credit, aircraft financing and servicing, infrastructure

debt, insurance solutions, asset-backed lending, and global capital markets.

Global Investment Solutions – The Global Investment Solutions segment advises global private equity programs and

related co-investment and secondary activities.

The Company’s reportable business segments are differentiated by their various investment focuses and strategies.

Overhead costs are generally allocated based on cash-based compensation and benefits expense for each segment. The

Company’s earnings from its investment in NGP are presented in the respective operating captions within the Global Private

Equity segment.

Distributable Earnings. Distributable Earnings, or “DE,” is a key performance benchmark used in the Company’s

industry and is evaluated regularly by management in making resource deployment and compensation decisions and in

assessing performance of the Company’sthree reportable segments. Management also uses DE in budgeting, forecasting, and

the overall management of the Company’s segments. Management believes that reporting DE is helpful to understanding the

Company’s business and that investors should review the same supplemental financial measure that management uses to

analyze the Company’s segment performance. DE is intended to show the amount of net realized earnings without the effects of

the consolidation of the Consolidated Funds. DE is derived from the Company’s segment reported results and is used to assess

performance.

Distributable Earnings differs from income (loss) before provision for income taxes computed in accordance with U.S.

GAAP in that it includes certain tax expenses associated with certain foreign performance revenues (comprised of performance

allocations and incentive fees), and does not include unrealized performance allocations and related compensation expense,

unrealized principal investment income, equity-based compensation expense, net income (loss) attributable to non-Carlyle

interests in consolidated entities, or charges (credits) related to Carlyle corporate actions and non-recurring items that affect

period-to-period comparability and are not reflective of the Company’s operational performance. Charges (credits) related to

Carlyle corporate actions and non-recurring items include: charges (credits) associated with acquisitions, dispositions or

strategic investments, changes in the tax receivable agreement liability, amortization and any impairment charges associated

with acquired intangible assets, transaction costs associated with acquisitions and dispositions, charges associated with earn-

outs and contingent consideration including gains and losses associated with the estimated fair value of contingent

considerations issued in conjunction with acquisitions or strategic investments, impairment charges associated with lease right-

of-use assets, gains and losses from the retirement of debt, charges associated with contract terminations and employee

severance, certain general, administrative and other expenses when the timing of any future payment is uncertain, and non-

recurring items that affect period-to-period comparability and are not reflective of the Company’s operating performance.

Management believes the inclusion or exclusion of these items provides investors with a meaningful indication of the

Company’s core operating performance.

Fee Related Earnings. Fee Related Earnings, or “FRE,” is a component of DE and is used to assess the ability of the

business to cover base compensation and operating expenses from total fee revenues. FRE adjusts DE to exclude net realized

performance revenues, realized principal investment income, and net interest (interest income less interest expense). Fee

Related Earnings includes fee related performance revenues and related compensation expense, which is generally 45% of fee

related performance revenues. Fee related performance revenues represent the realized portion of performance revenues that are

measured and received on a recurring basis, are not dependent on realization events, and which have no risk of giveback.

The following tables present the financial data for the Company’sthree reportable segments for thethree and six months

ended June 30, 2024:

The following tables present the financial data for the Company’sthree reportable segments for thethree and six months

ended June 30, 2023:

The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the

three months ended June 30, 2024 and 2023.

The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the

six months ended June 30, 2024 and 2023, and Total Assets as of June 30, 2024.

(a)The Revenues adjustment principally represents unrealized performance revenues, unrealized principal investment

income (loss) (including Fortitude), revenues earned from the Consolidated Funds which were eliminated in

consolidation to arrive at the Company’s total revenues, adjustments for amounts attributable to non-controlling

interests in consolidated entities, adjustments related to expenses associated with the investments in NGP Management

and its affiliates that are included in operating captions or are excluded from the segment results, adjustments to reflect

the reimbursement of certain costs incurred on behalf of Carlyle funds on a net basis, and the inclusion of tax expenses

associated with certain foreign performance revenues, as detailed below:

The following table reconciles the total segments fund level fee revenue to the most directly comparable U.S. GAAP

measure, the Company’s consolidated fund management fees, for thethree and six months ended June 30, 2024 and

(1)Adjustments represent the reclassification of NGP management fees from principal investment income, the

reclassification of fee related performance revenues from business development companies and other products,

management fees earned from Consolidated Funds which were eliminated in consolidation to arrive at the

Company’s fund management fees, and the reclassification of certain amounts included in portfolio advisory

fees, net and other in the segment results that are included in interest and other income in the U.S. GAAP results.

(b)The Expenses adjustment represents the elimination of intercompany expenses of the Consolidated Funds payable to the

Company, the inclusion of equity-based compensation, certain tax expenses associated with realized performance

revenues related compensation, and unrealized performance revenues related compensation, adjustments related to

expenses associated with the investment in NGP Management that are included in operating captions, adjustments to

reflect the reimbursement of certain costs incurred on behalf of Carlyle funds on a net basis, changes in the tax

receivable agreement liability, and charges and credits associated with Carlyle corporate actions and non-recurring

items, as detailed below:

(c)The Other Income (Loss) adjustment results from the Consolidated Funds that were eliminated in consolidation to

arrive at the Company’s total Other Income (Loss).

(d)The following table is a reconciliation of Income (Loss) Before Provision for Income Taxes to Distributable Earnings

and to Fee Related Earnings:

(1)Equity-based compensation for thethree and six months ended June 30, 2024 and 2023 includes amounts that are presented in

principal investment income and general, administrative and other expenses in the Company’s U.S. GAAP statement of

operations.

(2)Includes charges (credits) related to Carlyle corporate actions and non-recurring items that affect period-to-period

comparability and are not reflective of the Company’s operating performance.

(3)See reconciliation to most directly comparable U.S. GAAP measure below:

(4) Adjustments to performance revenues and principal investment income (loss) relate to (i) unrealized performance allocations

net of related compensation expense and unrealized principal investment income, which are excluded from the segment

results, (ii) amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were

included in the segment results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were

excluded from the segment results, (iv) the reclassification of NGP performance revenues, which are included in principal

investment income in the U.S. GAAP financial statements, (v) the reclassification of fee related performance revenues, which

are included in fund level fee revenues in the segment results, and (vi) the reclassification of tax expenses associated with

certain foreign performance revenues. Adjustments to principal investment income (loss) also include the reclassification of

earnings for the investments in NGP Management and its affiliates to the appropriate operating captions for the segment

results, the exclusion of charges associated with the investment in NGP Management and its affiliates that are excluded from

the segment results and the exclusion of the principal investment loss from dilution of the indirect investment in Fortitude.

(e) The Total Assets adjustment represents the addition of the assets of the Consolidated Funds that were eliminated in

consolidation to arrive at the Company’s total assets.

16. Subsequent Events

In July 2024, the Company’s Board of Directors declared a quarterly dividend of$0.35 per share of common stock to

common stockholders of record at the close of business on August 16, 2024, payable on August 26, 2024.

17. Supplemental Financial Information

The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the

Company’s financial position as of June 30, 2024 and December 31, 2023 and results of operations for thethree and six months

ended June 30, 2024 and 2023. The supplemental statement of cash flows is presented without effects of the Consolidated

Funds.