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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2024

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                      TO                     

Commission File Number: 001-35538

 

The Carlyle Group Inc.

(Exact name of registrant as specified in its charter)

Delaware		45-2832612
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1001 Pennsylvania Avenue, NW

Washington, DC, 20004-2505

(Address of principal executive offices) (Zip Code)

(202) 729-5626

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CG	The Nasdaq Global Select Market
4.625% Subordinated Notes due 2061 of Carlyle Finance L.L.C.	CGABL	The Nasdaq Global Select Market

As of October 31, 2024, there were 357,681,261 shares of common stock of the registrant outstanding.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during

the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for

the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such

files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging

growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒   

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		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Unaudited Condensed Consolidated Financial Statements – September 30, 2024 and 2023:
	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	5
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	6
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023	7
	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2024 and 2023	8
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	10
	Notes to the Condensed Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	71
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	128
Item 4.	Controls and Procedures	128
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	130
Item 1A.	Risk Factors	130
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	130
Item 3.	Defaults Upon Senior Securities	130
Item 4.	Mine Safety Disclosures	130
Item 5.	Other Information	130
Item 6.	Exhibits	131
SIGNATURES		132

 

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Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements

include, but are not limited to, statements related to our expectations, estimates, beliefs, projections, future plans and strategies,

anticipated events or trends, and similar expressions and statements that are not historical facts, including our expectations

regarding the performance of our business, our financial results, our liquidity and capital resources, contingencies, and our

dividend policy. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,”

“expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,”

“estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements

are subject to various risks, uncertainties, and assumptions. Accordingly, there are or will be important factors that could cause

actual outcomes or results to differ materially from those indicated in these statements including, but not limited to, those

described in this Quarterly Report on Form 10-Q and under the section entitled “Risk Factors” in our 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, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s

website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other

cautionary statements that are included in this Quarterly Report on Form 10-Q and in our other periodic filings with the SEC.

We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new

information, future developments, or otherwise, except as required by applicable law.

Website and Social Media Disclosure

We use our website (www.carlyle.com), our corporate Facebook page (www.facebook.com/onecarlyle), our corporate X

account (@OneCarlyle or www.x.com/onecarlyle), our corporate Instagram account (@onecarlyle or www.instagram.com/

onecarlyle), our corporate LinkedIn account (www.linkedin.com/company/the-carlyle-group), our corporate YouTube channel

(www.youtube.com/user/onecarlyle), and our corporate WeChat account (ID: gh_3e34f090ec20) as channels of distribution of

material company information. For example, financial and other material information regarding our company is routinely

posted on and accessible at www.carlyle.com. Accordingly, investors should monitor these channels, in addition to following

our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email

alerts and other information about Carlyle when you enroll your email address by visiting the “Email Alerts” section at http://

ir.carlyle.com/email-alerts. The contents of our website and social media channels are not, however, a part of this Quarterly

Report on Form 10-Q and are not incorporated by reference herein.

Carlyle does not conduct any public solicitations (including print and online articles, advertisements, or postings on social

media sites, messaging applications such as Telegram, WeChat, or WhatsApp, or other public platforms) with respect to

investments, fundraising, cryptocurrency, or opening accounts on social media sites. Any investment-related communication

received from these platforms purporting to be from a Carlyle professional is fraudulent and should be reported to authorities.

On January 1, 2020, we completed our conversion from a Delaware limited partnership named The Carlyle Group L.P.

into a Delaware Corporation named The Carlyle Group Inc. (the conversion, together with such restructuring steps and related

transactions, the “Conversion”).

Unless the context suggests otherwise, references in this report to “Carlyle,” the “Company,” “we,” “us” and “our” refer

to The Carlyle Group Inc. and its consolidated subsidiaries. When we refer to our “senior Carlyle professionals,” we are

referring to the partner-level personnel of our firm.  References in this report to the ownership of the senior Carlyle

professionals include the ownership of personal planning vehicles of these individuals. When we refer to the “Carlyle Holdings

partnerships” or “Carlyle Holdings,” we are referring to Carlyle Holdings I L.P., Carlyle Holdings II L.P., and Carlyle Holdings

III L.P., which prior to the Conversion were the holding partnerships through which the Company and our senior Carlyle

professionals and other holders of Carlyle Holdings partnership units owned their respective interests in our business.

“Carlyle funds,” “our funds” and “our investment funds” refer to the investment funds and vehicles advised by Carlyle.

“Carry funds” generally refers to closed-end investment vehicles, in which commitments are drawn down over a specified

investment period, and in which the general partner receives a special residual allocation of income from limited partners,

which we refer to as carried interest, in the event that specified investment returns are achieved by the fund. Disclosures

referring to carry funds will also include the impact of certain commitments that do not earn carried interest, but are either part

of or associated with our carry funds. The rate of carried interest, as well as the share of carried interest allocated to Carlyle,

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may vary across the carry fund platform. Carry funds generally include the following investment vehicles across our three

business segments:

•Global Private Equity: Buyout, middle market and growth capital, real estate, infrastructure and natural resources

funds advised by Carlyle, as well as certain energy funds advised by our strategic partner NGP Energy Capital

Management (“NGP”) in which Carlyle is entitled to receive a share of carried interest (“NGP Carry Funds”);

•Global Credit: liquid credit, private credit, real assets credit, and other credit such as insurance solutions, platform

initiatives, and capital markets; and 

•Global Investment Solutions: Funds and vehicles advised by AlpInvest Partners B.V. and its affiliates (“AlpInvest”),

which include primary fund, secondary and portfolio financing, and co-investment strategies.

Carry funds specifically exclude certain legacy Abingworth funds in which Carlyle is not entitled to receive a share of

carried interest, collateralized loan obligation vehicles (“CLOs”), our business development companies and associated managed

accounts, as well as capital raised from strategic third-party investors which directly invest in Fortitude (defined below)

alongside a carry fund.

For an explanation of the fund acronyms used throughout this Quarterly Report on Form 10-Q, refer to “Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation – Our Global Investment Offerings.”

“Fortitude” refers to FGH Parent, L.P. (“FGH Parent”), the direct parent of Fortitude Group Holdings, LLC (“Fortitude

Holdings”). See Note 4, Investments, to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly

Report on Form 10-Q for more information regarding the Company’s strategic investment in Fortitude.

“Fee-earning assets under management” or “Fee-earning AUM” refers to the assets we manage or advise from which we

derive recurring fund management fees. Our Fee-earning AUM is generally based on one of the following, once fees have been

activated:

(a)the amount of limited partner capital commitments, generally for carry funds where the original investment period

has not expired and for AlpInvest carry funds during the commitment fee period;

(b)the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-investment

vehicles where the original investment period has expired;

(c)the amount of aggregate fee-earning collateral balance of our CLOs and other securitization vehicles, as defined in

the fund indentures (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions) as of the

quarterly cut-off date;

(d)the external investor portion of the net asset value of certain carry funds;

(e)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement;

(f)the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our

business development companies and certain carry funds; or

(g)the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee

period has expired and certain carry funds where the investment period has expired.

“Assets under management” or “AUM” refers to the assets we manage or advise. Our AUM generally equals the sum of

the following:

(a)the aggregate fair value of our carry funds and related co-investment vehicles, and separately managed accounts,

plus the capital that Carlyle is entitled to call from investors in those funds and vehicles (including Carlyle

commitments to those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the

terms of their capital commitments to those funds and vehicles;

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(b) the amount of aggregate collateral balance and principal cash or aggregate principal amount of the notes of our

CLOs and other structured products (inclusive of all positions);

(c) the net asset value of certain carry funds;

(d)the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement; and

(e) the gross assets (including assets acquired with leverage) of our business development companies, plus the capital

that Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their capital commitments to

those vehicles.

We include in our calculation of AUM and Fee-earning AUM the NGP Carry Funds that are advised by NGP. Our

calculation of AUM also includes third-party capital raised for the investment in Fortitude through a Carlyle-affiliated

investment fund and from strategic investors which directly invests in Fortitude alongside the fund. The total AUM and Fee-

earning AUM related to the strategic advisory services agreement with Fortitude is inclusive of the net asset value of

investments in Carlyle products. These amounts are also reflected in the AUM and Fee-earning AUM of the strategy in which

they are invested.

For most of our carry funds, total AUM includes the fair value of the capital invested, whereas Fee-earning AUM

includes the amount of capital commitments or the remaining amount of invested capital, depending on whether the original

investment period for the fund has expired. As such, Fee-earning AUM may be greater than total AUM when the aggregate fair

value of the remaining investments is less than the cost of those investments.

Our calculations of AUM and Fee-earning AUM may differ from the calculations of other asset managers. As a result,

these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of

AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment

funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management

fees, incentive fees or performance allocations. Our calculations of AUM or Fee-earning AUM are not based on any definition

of AUM or Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.

“Performance Fee Eligible AUM” represents the AUM of funds for which we are entitled to receive performance

allocations, inclusive of the fair value of investments in those funds (which we refer to as “Performance Fee Eligible Fair

Value”) and their Available Capital. Performance Fee Eligible Fair Value is “Performance Fee-Generating” when the associated

fund has achieved the specified investment returns required under the terms of the fund’s agreement and is accruing

performance revenue as of the quarter-end reporting date. Funds whose performance allocations are treated as fee related

performance allocations are excluded from these metrics.

“Perpetual Capital” refers to the assets we manage or advise which have an indefinite term and for which there is no

immediate requirement to return capital to investors upon the realization of investments made with such capital, except as

required by applicable law. Perpetual Capital may be materially reduced or terminated under certain conditions, including

reductions from changes in valuations and payments to investors, including through elections by investors to redeem their

investments, dividend payments, and other payment obligations, as well as the termination of or failure to renew the respective

investment advisory agreements. Perpetual Capital includes: (a) assets managed under the strategic advisory services agreement

with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies and certain other direct lending

products, (d) Carlyle Tactical Private Credit Fund (“CTAC”), and (e) our closed-end tender offer Carlyle AlpInvest Private

Markets (“CAPM”) funds.

“Legacy Energy Funds” include Energy III, Energy IV, and Renew II and are managed with Riverstone and its affiliates.

The investment periods for these funds have expired and the remaining investments in each fund are being disposed of in the

ordinary course of business. The impact of these funds is no longer significant to our results of operations.

“Metropolitan” or “MRE” refers to Metropolitan Real Estate Management, LLC, which was included in the Global

Investment Solutions business segment prior to its sale on April 1, 2021.

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PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

The Carlyle Group Inc.

Condensed Consolidated Balance Sheets

(Dollars in millions)

	September 30, 2024		December 31, 2023
	(Unaudited)
Assets
Cash and cash equivalents	$1,376.8		$1,440.3
Cash and cash equivalents held at Consolidated Funds	488.5		346.0
Restricted cash	2.1		1.8
Investments, including accrued performance allocations of $7,210.8 and $6,169.9 as of September 30, 2024 and December 31, 2023, respectively	11,095.0		9,955.3
Investments of Consolidated Funds	7,427.9		7,253.1
Due from affiliates and other receivables, net	757.2		691.6
Due from affiliates and other receivables of Consolidated Funds, net	218.3		141.0
Fixed assets, net	174.1		161.5
Lease right-of-use assets, net	353.6		332.2
Deposits and other	71.8		70.6
Intangible assets, net	670.6		766.1
Deferred tax assets	22.5		16.5
Total assets	$22,658.4		$21,176.0
Liabilities and equity
Debt obligations	$2,211.0		$2,281.0
Loans payable of Consolidated Funds	6,531.4		6,486.5
Accounts payable, accrued expenses and other liabilities	349.9		333.8
Accrued compensation and benefits	5,434.8		4,922.2
Due to affiliates	219.8		275.9
Deferred revenue	379.5		140.3
Deferred tax liabilities	150.5		45.3
Other liabilities of Consolidated Funds	497.6		374.4
Lease liabilities	504.6		488.1
Accrued giveback obligations	43.9		44.0
Total liabilities	16,323.0		15,391.5
Commitments and contingencies
Common stock, $0.01 par value, 100,000,000,000 shares authorized (357,681,261 and 361,326,172 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)	3.6		3.6
Additional paid-in-capital	3,774.5		3,403.0
Retained earnings	2,034.5		2,082.1
Accumulated other comprehensive loss	(265.9)		(297.3)
Non-controlling interests in consolidated entities	788.7		593.1
Total equity	6,335.4		5,784.5
Total liabilities and equity	$22,658.4		$21,176.0

See accompanying notes.

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The Carlyle Group Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in millions, except share and per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues
Fund management fees	$532.7		$502.6		$1,590.7		$1,511.2
Incentive fees	38.7		21.1		96.2		61.9
Investment income (loss)
Performance allocations	1,785.5		(118.3)		1,826.7		(204.3)
Principal investment income	46.0		100.6		207.2		105.1
Total investment income (loss)	1,831.5		(17.7)		2,033.9		(99.2)
Interest and other income	52.2		57.9		161.9		152.1
Interest and other income of Consolidated Funds	180.1		152.7		510.6		411.7
Total revenues	2,635.2		716.6		4,393.3		2,037.7
Expenses
Compensation and benefits
Cash-based compensation and benefits	207.5		267.6		635.7		798.4
Equity-based compensation	121.6		64.4		355.1		186.8
Performance allocations and incentive fee related compensation	1,151.0		(53.9)		1,222.4		(40.4)
Total compensation and benefits	1,480.1		278.1		2,213.2		944.8
General, administrative and other expenses	176.6		143.0		512.2		470.7
Interest	30.3		31.4		91.5		91.8
Interest and other expenses of Consolidated Funds	162.0		102.5		438.7		298.3
Other non-operating (income) expenses	(0.1)		0.1		(0.2)		0.2
Total expenses	1,848.9		555.1		3,255.4		1,805.8
Other income (loss)
Net investment income (loss) of Consolidated Funds	2.5		(9.3)		(9.6)		9.9
Income before provision for income taxes	788.8		152.2		1,128.3		241.8
Provision for income taxes	173.1		41.2		264.5		68.2
Net income	615.7		111.0		863.8		173.6
Net income attributable to non-controlling interests in consolidated entities	20.0		29.7		54.3		90.0
Net income attributable to The Carlyle Group Inc.	$595.7		$81.3		$809.5		$83.6
Net income attributable to The Carlyle Group Inc. per common share (see Note 12)
Basic	$1.67		$0.23		$2.26		$0.23
Diluted	$1.63		$0.22		$2.21		$0.23
Weighted-average common shares
Basic	357,689,521		360,568,375		358,966,961		361,583,260
Diluted	364,789,752		363,655,647		367,073,705		364,092,860

Substantially all revenue is earned from affiliates of the Company. See accompanying notes.

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The Carlyle Group Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Dollars in millions)

 

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income	$615.7		$111.0		$863.8		$173.6
Other comprehensive income (loss)
Foreign currency translation adjustments	64.7		(24.1)		34.8		4.9
Defined benefit plans
Unrealized income (loss) for the period	0.3		(0.9)		0.9		(0.9)
Reclassification adjustment for gain during the period, included in cash-based compensation and benefits expense	—		(0.1)		(0.1)		(0.2)
Other comprehensive income (loss)	65.0		(25.1)		35.6		3.8
Comprehensive income	680.7		85.9		899.4		177.4
Comprehensive income attributable to non-controlling interests in consolidated entities	26.9		29.2		58.5		95.5
Comprehensive income attributable to The Carlyle Group Inc.	$653.8		$56.7		$840.9		$81.9

See accompanying notes.

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The Carlyle Group Inc.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(Dollars and shares in millions)

	Common Shares		Common Stock		Additional Paid-in- Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Non- controlling Interests in Consolidated Entities		Total Equity
Balance at June 30, 2024	356.4		$3.6		$3,642.6		$1,707.7		$(324.0)		$699.5		$5,729.4
Shares repurchased	(1.7)		(0.1)		—		(63.3)		—		—		(63.4)
Net shares issued for equity-based awards	3.0		—		—		(85.5)		—		—		(85.5)
Equity-based compensation	—		0.1		128.2		—		—		—		128.3
Dividend-equivalent rights on certain equity- based awards	—		—		3.7		(3.7)		—		—		—
Contributions	—		—		—		—		—		98.8		98.8
Dividends and distributions	—		—		—		(125.5)		—		(27.4)		(152.9)
Net income	—		—		—		595.7		—		20.0		615.7
Currency translation adjustments	—		—		—		—		57.8		6.9		64.7
Change in ownership interests of a Consolidated Entity	—		—		—		9.1		—		(9.1)		—
Defined benefit plans, net	—		—		—		—		0.3		—		0.3
Balance at September 30, 2024	357.7		$3.6		$3,774.5		$2,034.5		$(265.9)		$788.7		$6,335.4
	Common Shares		Common Stock		Additional Paid-in- Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Non- controlling Interests in Consolidated Entities		Total Equity
Balance at December 31, 2023	361.3		$3.6		$3,403.0		$2,082.1		$(297.3)		$593.1		$5,784.5
Shares repurchased	(8.0)		(0.1)		—		(345.6)		—		—		(345.7)
Net shares issued for equity-based awards	4.4		—		—		(133.2)		—		—		(133.2)
Equity-based compensation	—		0.1		361.9		—		—		—		362.0
Dividend-equivalent rights on certain equity- based awards	—		—		9.6		(9.6)		—		—		—
Contributions	—		—		—		—		—		219.2		219.2
Dividends and distributions	—		—		—		(377.8)		—		(73.0)		(450.8)
Net income	—		—		—		809.5		—		54.3		863.8
Currency translation adjustments	—		—		—		—		30.6		4.2		34.8
Change in ownership interests of a Consolidated Entity	—		—		—		9.1		—		(9.1)		—
Defined benefit plans, net	—		—		—		—		0.8		—		0.8
Balance at September 30, 2024	357.7		$3.6		$3,774.5		$2,034.5		$(265.9)		$788.7		$6,335.4

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	Common Shares		Common Stock		Additional Paid-in- Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Non- controlling Interests in Consolidated Entities		Total Equity
Balance at June 30, 2023	360.0		$3.6		$3,266.5		$2,992.9		$(299.3)		$680.9		$6,644.6
Shares repurchased	(1.3)		—		—		(42.9)		—		—		(42.9)
Equity-based compensation	—		—		68.9		—		—		—		68.9
Shares issued for equity-based awards	2.0		—		—		—		—		—		—
Deconsolidation of a Consolidated Entity	—		—		—		—		—		(103.3)		(103.3)
Dividend-equivalent rights on certain equity- based awards	—		—		2.4		(2.4)		—		—		—
Contributions	—		—		—		—		—		43.5		43.5
Dividends and distributions	—		—		—		(126.3)		—		(65.6)		(191.9)
Net income (loss)	—		—		—		81.3		—		29.7		111.0
Currency translation adjustments	—		—		—		—		(23.6)		(0.5)		(24.1)
Defined benefit plans, net	—		—		—		—		(1.0)		—		(1.0)
Balance at September 30, 2023	360.7		$3.6		$3,337.8		$2,902.6		$(323.9)		$584.7		$6,504.8
	Common Shares		Common Stock		Additional Paid-in- Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Non- controlling Interests in Consolidated Entities		Total Equity
Balance at December 31, 2022	362.3		$3.6		$3,138.5		$3,401.1		$(322.2)		$600.3		$6,821.3
Shares repurchased	(6.5)		—		—		(203.7)		—		—		(203.7)
Equity-based compensation	—		—		192.3		—		—		—		192.3
Shares issued for equity-based awards	4.9		—		—		—		—		—		—
Dividend-equivalent rights on certain equity- based awards	—		—		7.0		(7.0)		—		—		—
Deconsolidation of a Consolidated Entity	—		—		—		—		—		(110.4)		(110.4)
Contributions	—		—		—		—		—		99.0		99.0
Dividends and distributions	—		—		—		(371.4)		—		(99.7)		(471.1)
Net income	—		—		—		83.6		—		90.0		173.6
Currency translation adjustments	—		—		—		—		(0.6)		5.5		4.9
Defined benefit plans, net	—		—		—		—		(1.1)		—		(1.1)
Balance at September 30, 2023	360.7		$3.6		$3,337.8		$2,902.6		$(323.9)		$584.7		$6,504.8

See accompanying notes.

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The Carlyle Group Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in millions)

	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities
Net income	$863.8		$173.6
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	137.0		137.0
Equity-based compensation	355.1		186.8
Non-cash performance allocations and incentive fees, net	(387.9)		427.3
Non-cash principal investment income	(188.4)		(91.6)
Other non-cash amounts	15.8		8.1
Consolidated Funds related:
Realized/unrealized (gain) loss on investments of Consolidated Funds	(58.1)		(262.7)
Realized/unrealized (gain) loss from loans payable of Consolidated Funds	67.7		252.8
Purchases of investments by Consolidated Funds	(4,993.8)		(2,321.1)
Proceeds from sales and settlements of investments by Consolidated Funds	3,694.7		1,693.8
Non-cash interest income, net	(16.7)		(21.2)
Change in cash and cash equivalents held at Consolidated Funds	(187.3)		(178.1)
Change in other receivables held at Consolidated Funds	(72.9)		(30.2)
Change in other liabilities held at Consolidated Funds	119.6		9.3
Purchases of investments	(213.8)		(221.3)
Proceeds from the sale of investments	333.3		338.4
Payments of contingent consideration	(4.0)		(68.6)
Changes in deferred taxes, net	98.3		(103.3)
Change in due from affiliates and other receivables	(40.1)		16.7
Change in deposits and other	(5.4)		(38.5)
Change in accounts payable, accrued expenses and other liabilities	15.4		(101.8)
Change in accrued compensation and benefits	(170.8)		(128.3)
Change in due to affiliates	(0.9)		(8.8)
Change in lease right-of-use assets and lease liabilities	(5.4)		(7.5)
Change in deferred revenue	238.1		290.0
Net cash used in operating activities	(406.7)		(49.2)
Cash flows from investing activities
Purchases of corporate treasury investments	(5.0)		(187.3)
Proceeds from corporate treasury investments	5.1		152.4
Purchases of fixed assets, net	(51.0)		(49.6)
Net cash used in investing activities	(50.9)		(84.5)

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	Nine Months Ended September 30,
	2024		2023
Cash flows from financing activities
Borrowings under credit facilities	10.4		—
Repayments under credit facilities	(10.4)		—
Payments on CLO borrowings	(73.3)		(7.3)
Proceeds from CLO borrowings, net of financing costs	0.5		10.0
Net borrowings on loans payable of Consolidated Funds	1,220.5		777.2
Dividends to common stockholders	(377.8)		(371.4)
Payment of deferred consideration for Carlyle Holdings units	(68.8)		(68.8)
Contributions from non-controlling interest holders	219.2		99.0
Distributions to non-controlling interest holders	(73.0)		(99.7)
Common shares repurchased and net share settlement of equity awards	(478.8)		(203.7)
Change in due to/from affiliates financing activities	2.2		(82.7)
Net cash provided by financing activities	370.7		52.6
Effect of foreign exchange rate changes	23.7		(8.2)
Decrease in cash, cash equivalents and restricted cash	(63.2)		(89.3)
Cash, cash equivalents and restricted cash, beginning of period	1,442.1		1,361.5
Cash, cash equivalents and restricted cash, end of period	$1,378.9		$1,272.2
Supplemental non-cash disclosures
Net asset impact of deconsolidation of Consolidated Funds	$(44.9)		$(110.4)
Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents	$1,376.8		$1,267.7
Restricted cash	2.1		4.5
Total cash, cash equivalents and restricted cash, end of period	$1,378.9		$1,272.2
Cash and cash equivalents held at Consolidated Funds	$488.5		$352.3

See accompanying notes.

12

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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)

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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 September 30, 2024, assets and liabilities of the consolidated VIEs reflected in the condensed consolidated balance

sheets were $8.2 billion and $7.0 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 September 30, 2024, the Company held $220.8 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 September 30, 2024, the Company held $353.9 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:

	As of
	September 30, 2024		December 31, 2023
	(Dollars in millions)
Investments	$1,047.9		$1,118.4
Accrued performance allocations	586.6		492.3
Management fee receivables	99.9		65.1
Total	$1,734.4		$1,675.8

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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

September 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. 

15

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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

generally ten 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 successive one-year periods, typically up to a maximum

of two 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 subsequent six 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 to ten 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 CTAC are 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 advisers to the CAPM funds are 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

16

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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

from the funds that have invested in the portfolio companies to which the service has been provided by a percentage of the

transaction and advisory fees allocable to those funds. This amount is referred to as the “rebate offset,” and is generally 100%.

Transaction and advisory fees allocable to funds that do not pay fund management fees do not have a rebate offset. 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

$25.1 million and $9.4 million for the three months ended September 30, 2024 and 2023, respectively, and $75.1 million and

$39.3 million for the nine months ended September 30, 2024 and 2023, respectively, net of rebate offsets as defined in the

respective fund limited 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

17

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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 September 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 $158.0 million and $135.2

million for the three months ended September 30, 2024 and 2023, respectively, and $449.9 million and $367.1 million for the

nine months ended September 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.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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 the three and nine months ended September 30, 2024 will not

meaningfully compare to the three and nine months ended September 30, 2023. As of September 30, 2024 and December 31,

2023, the Company had recorded a liability of $4.9 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.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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

20

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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.”

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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.

23

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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 September 30, 2024, $272.3 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, and three to seven 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 to eight 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.

24

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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 September 30, 2024 and December 31, 2023 were as follows:

	As of
	September 30, 2024		December 31, 2023
	(Dollars in millions)
Currency translation adjustments	$(262.2)		$(292.8)
Unrealized losses on defined benefit plans	(3.7)		(4.5)
Total	$(265.9)		$(297.3)

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 $(10.2) million and $19.6 million for the

three months ended September 30, 2024 and 2023, respectively, and $(9.2) million and $(2.8) million for the nine months ended

September 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 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.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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 September 30, 2024:

(Dollars in millions)	Level I		Level II		Level III		Total
Assets
Investments of Consolidated Funds(1):
Equity securities(2)	$—		$—		$486.9		$486.9
Bonds	—		—		503.1		503.1
Loans	—		—		5,920.5		5,920.5
	—		—		6,910.5		6,910.5
Investments in CLOs and other:
Investments in CLOs	—		—		464.5		464.5
Other investments(3)	41.8		21.5		53.4		116.7
	41.8		21.5		517.9		581.2
Foreign currency forward contracts	—		1.7		—		1.7
Subtotal	$41.8		$23.2		$7,428.4		$7,493.4
Investments measured at net asset value							527.0
Total							$8,020.4
Liabilities
Loans payable of Consolidated Funds(4)(5)	$—		$—		$6,345.3		$6,345.3
Total	$—		$—		$6,345.3		$6,345.3

(1)This balance excludes $517.4 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 $371.9 million related to investments that have been bridged by the Company to investment funds and are

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

(3)The Level III balance excludes $56.2 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 $186.1 million revolving credit balance.

26

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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:

(Dollars in millions)	Level I		Level II		Level III		Total
Assets
Investments of Consolidated Funds(1):
Equity securities(2)	$—		$—		$377.6		$377.6
Bonds	—		—		522.5		522.5
Loans	—		—		5,862.1		5,862.1
	—		—		6,762.2		6,762.2
Investments in CLOs and other:
Investments in CLOs	—		—		532.6		532.6
Other investments(3)	38.7		42.8		84.6		166.1
Subtotal	$38.7		$42.8		$7,379.4		$7,460.9
Investments measured at net asset value							502.0
Total							$7,962.9
Liabilities
Loans payable of Consolidated Funds(4)(5)	$—		$—		$6,298.6		$6,298.6
Total	$—		$—		$6,298.6		$6,298.6

(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.

 

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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):

	Financial Assets
	Three Months Ended September 30, 2024
	Investments of Consolidated Funds
	Equity securities		Bonds		Loans		Investments in CLOs		Other investments		Total
Balance, beginning of period	$420.0		$489.5		$7,024.0		$494.6		$108.6		$8,536.7
Deconsolidation of funds(1)	—		(34.1)		(1,190.3)		2.3		—		(1,222.1)
Purchases	76.7		147.0		888.5		0.8		—		1,113.0
Sales and distributions	(1.2)		(123.1)		(310.9)		(51.1)		(8.2)		(494.5)
Settlements	—		—		(570.2)		—		—		(570.2)
Realized and unrealized gains (losses), net
Included in earnings	(8.6)		7.4		(33.4)		(2.7)		(47.0)		(84.3)
Included in other comprehensive income	—		16.4		112.8		20.6		—		149.8
Balance, end of period	$486.9		$503.1		$5,920.5		$464.5		$53.4		$7,428.4
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date	$(9.4)		$5.6		$(28.0)		$(3.6)		$(48.1)		$(83.5)
Changes in unrealized gains (losses) included in other comprehensive income related to financial assets still held at the reporting date	$—		$13.2		$96.7		$19.8		$—		$129.7
	Financial Assets
	Nine Months Ended September 30, 2024
	Investments of Consolidated Funds
	Equity securities		Bonds		Loans		Investments in CLOs		Other investments		Total
Balance, beginning of period	$377.6		$522.5		$5,862.1		$532.6		$84.6		$7,379.4
Deconsolidation of funds(1)	—		(34.1)		(1,190.3)		2.3		—		(1,222.1)
Purchases	139.7		265.1		4,565.6		1.8		7.2		4,979.4
Sales and distributions	(11.3)		(265.9)		(1,841.6)		(111.6)		(9.1)		(2,239.5)
Settlements	—		—		(1,555.6)		—		—		(1,555.6)
Realized and unrealized gains (losses), net
Included in earnings	(19.1)		13.3		60.1		23.2		(29.3)		48.2
Included in other comprehensive income	—		2.2		20.2		16.2		—		38.6
Balance, end of period	$486.9		$503.1		$5,920.5		$464.5		$53.4		$7,428.4
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date	$(22.2)		$9.8		$9.1		$22.3		$(31.3)		$(12.3)
Changes in unrealized gains (losses) included in other comprehensive income related to financial assets still held at the reporting date	$—		$2.5		$19.6		$15.4		$—		$37.5

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Financial Assets
	Three Months Ended September 30, 2023
	Investments of Consolidated Funds
	Equity securities		Bonds		Loans		Investments in CLOs		Other investments		Total
Balance, beginning of period	$487.6		$548.4		$5,858.4		$538.1		$81.5		$7,514.0
Deconsolidation of funds(1)	(18.4)		—		—		—		—		(18.4)
Purchases	6.3		56.4		465.7		1.0		—		529.4
Sales and distributions	(109.0)		(116.2)		(422.7)		(16.7)		(0.9)		(665.5)
Settlements	—		—		(172.3)		—		—		(172.3)
Realized and unrealized gains (losses), net
Included in earnings	3.2		5.2		113.0		17.2		1.2		139.8
Included in other comprehensive income	—		(15.1)		(95.3)		(14.9)		—		(125.3)
Balance, end of period	$369.7		$478.7		$5,746.8		$524.7		$81.8		$7,201.7
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date	$(1.5)		$4.4		$117.0		$17.2		$0.3		$137.4
Changes in unrealized gains (losses) included in other comprehensive income related to financial assets still held at the reporting date	$—		$(12.7)		$(90.9)		$(14.9)		$—		$(118.5)
	Financial Assets
	Nine Months Ended September 30, 2023
	Investments of Consolidated Funds
	Equity securities		Bonds		Loans		Investments in CLOs		Other investments		Total
Balance, beginning of period	$430.6		$594.9		$5,352.9		$526.1		$79.4		$6,983.9
Deconsolidation of funds(1)	(18.8)		—		(372.2)		—		—		(391.0)
Purchases	64.8		128.0		1,903.9		1.0		—		2,097.7
Sales and distributions	(109.0)		(244.5)		(857.7)		(37.4)		(2.6)		(1,251.2)
Settlements	—		(8.2)		(451.2)		—		—		(459.4)
Realized and unrealized gains (losses), net
Included in earnings	2.1		13.3		206.3		33.1		5.0		259.8
Included in other comprehensive income	—		(4.8)		(35.2)		1.9		—		(38.1)
Balance, end of period	$369.7		$478.7		$5,746.8		$524.7		$81.8		$7,201.7
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date	$(2.8)		$7.1		$184.6		$33.1		$2.4		$224.4
Changes in unrealized gains (losses) included in other comprehensive income related to financial assets still held at the reporting date	$—		$(5.1)		$(40.5)		$1.9		$—		$(43.7)

(1) As a result of the deconsolidation of three funds during each of the three and nine months ended September 30, 2024 and one fund during each

of the three and nine months ended September 30, 2023.

 

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Financial Liabilities
	Loans Payable of Consolidated Funds
	Three Months Ended September 30,
	2024		2023
Balance, beginning of period	$7,623.4		$6,383.9
Deconsolidation of funds(1)	(1,269.3)		—
Borrowings	591.6		5.4
Paydowns	(707.9)		(2.0)
Sales	—		(156.2)
Realized and unrealized (gains) losses, net
Included in earnings	(27.5)		131.0
Included in other comprehensive income	135.0		(112.4)
Balance, end of period	$6,345.3		$6,249.7
Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date	$(19.1)		$132.9
Changes in unrealized (gains) losses included in other comprehensive income related to financial liabilities still held at the reporting date	$135.2		$(112.1)
	Financial Liabilities
	Loans Payable of Consolidated Funds
	Nine Months Ended September 30,
	2024		2023
Balance, beginning of period	$6,298.6		$5,491.6
Deconsolidation of funds(1)	(1,269.3)		—
Borrowings	4,138.5		875.2
Paydowns	(1,174.3)		(51.0)
Sales	(1,741.9)		(276.8)
Realized and unrealized (gains) losses, net
Included in earnings	67.7		252.7
Included in other comprehensive income	26.0		(42.0)
Balance, end of period	$6,345.3		$6,249.7
Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date	$71.1		$225.5
Changes in unrealized (gains) losses included in other comprehensive income related to financial liabilities still held at the reporting date	$30.2		$(36.1)

(1) As a result of the deconsolidation of three funds during each of the three and nine months ended September 30, 2024.

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.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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

	Fair Value at		Valuation Technique(s)		Unobservable Input(s)		Range (Weighted Average)
(Dollars in millions)	September 30, 2024
Assets
Investments of Consolidated Funds:
Equity securities	$4.1		Consensus Pricing		Indicative Quotes ($ per share)		0.00 - 130.17 (0.00)
	416.3		Discounted Cash Flow		Discount Rates		10% - 12% (11%)
					Terminal Growth Rate		0% - 7% (5%)
			Comparable Multiple		EBITDA Multiple		7.5x - 23.9x (12.6x)
					TCF Multiple		26.5x - 26.5x (26.5x)
	10.2		Discounted Cash Flow		Discount Rates		17% - 17% (17%)
					Constant Prepayment Rate		6% - 6% (6%)
					Constant Default Rate		1% - 2% (1%)
					Severity		60% - 60% (60%)
					Recovery Rate		40% - 40% (40%)
	56.3		Other(1)		N/A		N/A
Bonds	503.1		Consensus Pricing		Indicative Quotes (% of Par)		29 - 103 (92)
Loans	5,843.5		Consensus Pricing		Indicative Quotes (% of Par)		0 - 103 (97)
	63.7		Discounted Cash Flow		Discount Rates		7% - 19% (13%)
	7.0		Discounted Cash Flow		Discount Rates		16% - 16% (16%)
					Constant Prepayment Rate		8% - 14% (11%)
					Constant Default Rate		1% - 1% (1%)
					Recovery Rate		0% - 0% (0%)
	6.3		Other(1)		N/A		N/A
	6,910.5
Investments in CLOs:
Senior secured notes	407.6		Consensus Pricing with Discounted Cash Flow		Indicative Quotes (% of Par)		79 - 102 (99)
					Discount Margins (Basis Points)		108 - 1,500 (234)
					Default Rates		2% - 2% (2%)
					Recovery Rates		60% - 60% (60%)
Subordinated notes and preferred shares	56.9		Consensus Pricing with Discounted Cash Flow		Indicative Quotes (% of Par)		1 - 107 (37)
					Discount Rates		9% - 35% (18%)
					Default Rates		1% - 2% (2%)
					Recovery Rates		60% - 60% (60%)
Other investments:
BDC preferred shares	50.3		Other(2)		Net Asset Value per Share		16.85 - 16.85 (16.85)
Aviation subordinated notes	3.1		Discounted Cash Flow		Discount Rates		21% - 21% (21%)
Total	$7,428.4
Liabilities
Loans payable of Consolidated Funds:
Senior secured notes	$6,171.6		Other(3)		N/A		N/A
Subordinated notes and preferred shares	163.5		Consensus Pricing with Discounted Cash Flow		Indicative Quotes (% of Par)		11 - 89 (54)
					Discount Rates		5% - 35% (14%)
					Default Rates		1% - 2% (2%)
					Recovery Rates		60% - 60% (60%)
	10.2		Other(1)		N/A		N/A
Total	$6,345.3

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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

(2)The valuation technique for the investment in BDC preferred shares changed at September 30, 2024 due to a proposed merger between

CSL and another Carlyle-advised BDC (see Note 9, Related Party Transactions, for more information).

(3)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:

	Fair Value at		Valuation Technique(s)		Unobservable Input(s)		Range (Weighted Average)
(Dollars in millions)	December 31, 2023
Assets
Investments of Consolidated Funds:
Equity securities	$3.3		Consensus Pricing		Indicative Quotes ($ per share)		0.00 - 208.38 (0.11)
	366.5		Discounted Cash Flow		Discount Rates		10% - 11% (10%)
					Terminal Growth Rate		0% - 7% (5%)
			Comparable Multiple		EBITDA Multiple		12.7x - 12.7x (12.7x)
					TCF Multiple		24.3x - 24.3x (24.3x)
	7.8		Other(1)		N/A		N/A
Bonds	522.5		Consensus Pricing		Indicative Quotes (% of Par)		30 - 105 (90)
Loans	5,829.3		Consensus Pricing		Indicative Quotes (% of Par)		0 - 102 (95)
	11.0		Discounted Cash Flow		Discount Rates		7% - 16% (15%)
	9.4		Discounted Cash Flow		Discount Rates		17% - 17% (17%)
					Constant Prepayment Rate		8% - 8% (8%)
					Constant Default Rate		1% - 1% (1%)
					Recovery Rate		0% - 0% (0%)
Other	12.4		Other(1)		N/A		N/A
	6,762.2
Investments in CLOs
Senior secured notes	472.2		Discounted Cash Flow with Consensus Pricing		Indicative Quotes (% of Par)		72 - 101 (96)
					Discount Margins (Basis Points)		139 - 1,600 (319)
					Default Rates		2% - 2% (2%)
					Recovery Rates		60% - 60% (60%)
Subordinated notes and preferred shares	59.4		Discounted Cash Flow with Consensus Pricing		Indicative Quotes (% of Par)		6 - 90 (40)
					Discount Rate		11% - 40% (21%)
					Default Rates		1% - 2% (2%)
					Recovery Rates		60% - 60% (60%)
	1.0		Other(1)		N/A		N/A
Other investments:
BDC preferred shares	81.7		Market Yield Analysis		Market Yields		11% - 11% (11%)
Aviation subordinated notes	2.9		Discounted Cash Flow		Discount Rates		21% - 21% (21%)
Total	$7,379.4
Liabilities
Loans payable of Consolidated Funds:
Senior secured notes	$6,090.1		Other(2)		N/A		N/A
Subordinated notes and preferred shares	190.0		Discounted Cash Flow with Consensus Pricing		Indicative Quotes (% of Par)		16 - 103 (41)
					Discount Rates		14% - 30% (21%)
					Default Rates		2% - 2% (2%)
					Recovery Rates		60% - 60% (60%)
	18.5		Other(1)		N/A		N/A
Total	$6,298.6

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(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: 

	As of
	September 30, 2024		December 31, 2023
	(Dollars in millions)
Accrued performance allocations	$7,210.8		$6,169.9
Principal equity method investments, excluding performance allocations	3,234.2		3,024.1
Principal investments in CLOs	464.5		532.6
Other investments	185.5		228.7
Total	$11,095.0		$9,955.3

Accrued Performance Allocations

The components of accrued performance allocations are as follows:

	As of
	September 30, 2024		December 31, 2023
	(Dollars in millions)
Global Private Equity	$5,048.4		$4,310.7
Global Credit	476.6		323.4
Global Investment Solutions	1,685.8		1,535.8
Total	$7,210.8		$6,169.9

Approximately 17% of accrued performance allocations at September 30, 2024 was related to Carlyle Partners VII, L.P.,

one of the Company’s Global Private Equity funds.

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

performance allocations at 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

33

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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

follows:

	As of
	September 30, 2024		December 31, 2023
	(Dollars in millions)
Global Private Equity	$(18.4)		$(18.4)
Global Credit	(25.5)		(25.6)
Total	$(43.9)		$(44.0)

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:

	As of
	September 30, 2024		December 31, 2023
	(Dollars in millions)
Global Private Equity(1)	$1,808.5		$1,798.3
Global Credit(2)	1,156.7		987.4
Global Investment Solutions	269.0		238.4
Total	$3,234.2		$3,024.1

(1)The balance includes $915.7 million and $916.2 million as of September 30, 2024 and December 31, 2023, respectively, related to

the Company’s equity method investments in NGP.

(2)The balance includes $741.5 million and $595.4 million as of September 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 and paid $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,

2024.

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

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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 September 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 $741.5 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 September 30, 2024, Fortitude, its

affiliates and certain Fortitude reinsurance counterparties have committed approximately $18.8 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 September 30, 2024 and December 31, 2023 are as follows:

	As of
	September 30, 2024		December 31, 2023
	(Dollars in millions)
Investment in NGP Management	$373.3		$370.5
Investments in NGP general partners - accrued performance allocations	487.8		484.4
Principal investments in NGP funds	54.6		61.3
Total investments in NGP	$915.7		$916.2

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 the three and nine months ended

September 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 the three and nine months ended September 30, 2024 and 2023 were as follows:

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Management fee related revenues from NGP Management	$20.8		$20.5		$57.3		$58.4
Expenses related to the investment in NGP Management	(3.5)		(3.5)		(10.5)		(11.0)
Net investment income from NGP Management	$17.3		$17.0		$46.8		$47.4

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 $14.9 million and $51.2 million for the three months ended September 30, 2024 and

2023, respectively, and $33.2 million and $87.7 million for the nine months ended September 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 $2.5 million and $6.7 million for the three months ended September 30, 2024 and

2023, respectively, and $5.2 million and $10.6 million for the nine months ended September 30, 2024 and 2023, respectively.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Principal Investments in CLOs and Other Investments

Principal investments in CLOs as of September 30, 2024 and December 31, 2023 were $464.5 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 September 30, 2024 and December 31,

2023, other investments include the Company’s investment in the BDC Preferred Shares at fair value of $50.3 million and

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

Investment Income (Loss)

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Performance allocations
Realized	$266.4		$49.1		$804.0		$614.8
Unrealized	1,519.1		(167.4)		1,022.7		(819.1)
	1,785.5		(118.3)		1,826.7		(204.3)
Principal investment income (loss) from equity method investments (excluding performance allocations)
Realized	38.1		177.8		135.5		181.9
Unrealized	65.4		(85.2)		71.6		(94.9)
	103.5		92.6		207.1		87.0
Principal investment income (loss) from investments in CLOs and other investments
Realized	(4.7)		0.5		4.5		0.4
Unrealized(1)	(52.8)		7.5		(4.4)		17.7
	(57.5)		8.0		0.1		18.1
Total	$1,831.5		$(17.7)		$2,033.9		$(99.2)

(1)The three and nine months ended September 30, 2024 each include the reversal of $48.5 million of previously recorded unrealized

investment income on the BDC Preferred Shares (see Note 9, Related Party Transactions for more information). The nine months

ended September 30, 2024 and 2023 include investment gain (loss) of $5.3 million and $(13.3) million, respectively, 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: 

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Global Private Equity	$1,625.8		$(188.2)		$1,447.3		$(519.6)
Global Credit	58.7		45.3		170.0		116.4
Global Investment Solutions	101.0		24.6		209.4		198.9
Total	$1,785.5		$(118.3)		$1,826.7		$(204.3)

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:

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Three Months Ended September 30, 2024				Nine Months Ended September 30, 2024
(Dollars in millions)				(Dollars in millions)
Global Private Equity	Carlyle Partners VII, L.P.	$1,228.8		Global Private Equity	Carlyle Partners VII, L.P.	$1,258.9

Three Months Ended September 30, 2023				Nine Months Ended September 30, 2023
(Dollars in millions)				(Dollars in millions)
Global Private Equity	Carlyle Partners VI, L.P.	$(148.5)		Global Private Equity	Carlyle Partners VII, L.P.	$(374.9)
Global Private Equity	Carlyle Partners VII, L.P.	(112.0)		Global Private Equity	Carlyle Partners VI, L.P.	(202.0)

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Global Private Equity	$58.0		$77.2		$124.1		$157.8
Global Credit	30.5		15.0		61.5		(79.4)
Global Investment Solutions	15.0		0.4		21.5		8.6
Total	$103.5		$92.6		$207.1		$87.0

Principal investment loss for Global Credit during the nine months ended September 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 the nine months ended September 30, 2024, the Company formed four new CLOs for which the Company

is the primary beneficiary. Investments in Consolidated Funds as of September 30, 2024 also include $371.9 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:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Interest income from investments	$158.0		$135.2		$449.9		$367.1
Other income	22.1		17.5		60.7		44.6
Total	$180.1		$152.7		$510.6		$411.7

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: 

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Gains (losses) from investments of Consolidated Funds	$(24.9)		$121.6		$58.1		$262.7
Gains (losses) from liabilities of CLOs	27.4		(130.9)		(67.7)		(252.8)
Total	$2.5		$(9.3)		$(9.6)		$9.9

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Realized losses	$(4.5)		$(24.1)		$(49.1)		$(63.0)
Net change in unrealized gains (losses)	(20.4)		145.7		107.2		325.7
Total	$(24.9)		$121.6		$58.1		$262.7

5. Intangible Assets and Goodwill

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

2023:

	As of
	September 30, 2024		December 31, 2023
	(Dollars in millions)
Acquired contractual rights	$927.9		$924.1
Accumulated amortization	(361.4)		(262.0)
Finite-lived intangible assets, net	566.5		662.1
Goodwill	104.1		104.0
Intangible Assets, net	$670.6		$766.1

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 recorded no impairment losses during any of the periods presented.

Intangible asset amortization expense was $32.7 million and $36.7 million for the three months ended September 30,

2024 and 2023, respectively, and $98.0 million and $102.4 million for the nine months ended September 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):

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Year ending December 31,
2024 (excluding the nine months ended September 30, 2024)	$33.0
2025	131.7
2026	131.6
2027	121.5
2028	114.4
Thereafter	34.3
	$566.5

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:

	September 30, 2024				December 31, 2023
	Borrowing Outstanding		Carrying Value		Borrowing Outstanding		Carrying Value
	(Dollars in millions)
CLO Borrowings  (See below)	$358.7		$355.8		$431.7		$426.4
3.500% Senior Notes Due 9/19/2029	425.0		422.8		425.0		422.5
5.625% Senior Notes Due 3/30/2043	600.0		600.5		600.0		600.6
5.650% Senior Notes Due 9/15/2048	350.0		346.5		350.0		346.4
4.625% Subordinated Notes Due 5/15/2061	500.0		485.4		500.0		485.1
Total debt obligations	$2,233.7		$2,211.0		$2,306.7		$2,281.0

Senior Credit Facility

As of September 30, 2024, the senior credit facility 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 September 30,

2024, the interest rate was 5.95%). The Company made no borrowings under the revolving credit facility during the three and

nine months ended September 30, 2024 and there was no balance outstanding at September 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. As currently amended, the Global Credit Revolving Credit Facility provides for a

revolving line of credit with a capacity of $300 million, which matures in September 2027, and a second revolving line of credit

with a capacity of $200 million, which matures in August 2025. 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%. During the three months ended September 30, 2024, the

Company made no borrowings under the Global Credit Revolving Credit Facility. During the nine months ended September 30,

2024, the Company made borrowings of $5.0 million and €5.0 million, which were repaid during the period. As of

September 30, 2024, there was no borrowing outstanding under the Global Credit Revolving Credit Facility.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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):

Formation Date		Borrowing Outstanding September 30, 2024			Borrowing Outstanding December 31, 2023			Maturity Date (1)		Interest Rate as of September 30, 2024
February 28, 2017		$27.3			$39.9			September 21, 2029		6.32%	(2)
June 29, 2017		29.8			45.6			July 20, 2030		6.72%	(4)
December 6, 2017		29.3			41.1			January 15, 2031		7.02%	(5)
March 15, 2019		1.8			1.8			March 15, 2032		11.83%	(3)
August 20, 2019		4.0			4.0			August 15, 2032		8.56%	(3)
September 15, 2020		19.8			19.7			April 15, 2033		5.49%	(3)
January 8, 2021		20.7			20.6			January 15, 2034		6.40%	(3)
March 9, 2021		9.0			16.8			August 15, 2030		5.48%	(3)
March 30, 2021		18.1			18.6			March 15, 2032		5.44%	(3)
April 21, 2021		3.6			3.6			April 15, 2033		9.75%	(3)
May 21, 2021		13.6			15.5			November 17, 2031		5.21%	(3)
June 4, 2021		20.8			20.7			January 16, 2034		6.19%	(3)
June 10, 2021		1.3			1.3			November 17, 2031		6.68%	(3)
July 15, 2021		15.6			15.5			July 15, 2034		6.20%	(3)
July 20, 2021		20.8			20.6			July 20, 2031		6.17%	(3)
August 4, 2021		16.8			16.7			August 15, 2032		5.57%	(3)
October 27, 2021		24.2			24.0			October 15, 2035		6.31%	(3)
November 5, 2021		14.4			14.3			January 14, 2034		5.99%	(3)
January 6, 2022		20.9			20.7			February 15, 2035		6.21%	(3)
February 22, 2022		21.0			20.8			November 10, 2035		6.27%	(3)
July 13, 2022		—			17.5			N/A		N/A	(7)
October 25, 2022		—			18.1			N/A		N/A	(6)
September 5, 2023		7.4			14.3			August 28, 2031		5.49%	(3)
April 25, 2024		18.5			—			April 25, 2037		6.76%	(3)
		$358.7			$431.7

(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 1.72%.

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

(7)This term loan was fully repaid in July 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

the three and nine months ended September 30, 2024 was $6.2 million and $19.2 million, respectively. Interest expense for the

three and nine months ended September 30, 2023 was $6.8 million and $17.8 million, respectively. The fair value of the

outstanding balance of the CLO term loans at September 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 €24.5 million term loan ($27.3 million at September 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

41

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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 (6.32% at September 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 September 30, 2024, term

loans under these agreements had $59.1 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 September 30,

2024, €182.3 million ($203.0 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 September 30, 2024, €62.2 million

($69.3 million) was outstanding under the CBAM CLO Financing Facility.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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):

							Interest Expense
			Fair Value (1) As of				Three Months Ended September 30,				Nine Months Ended September 30,
	Aggregate Principal Amount		September 30, 2024		December 31, 2023		2024		2023		2024		2023
3.500% Senior Notes Due 9/19/2029 (2)	$425.0		$409.0		$401.9		$3.8		$3.8		$11.5		$11.5
5.625% Senior Notes Due 3/30/2043 (3)	600.0		613.7		594.6		8.4		8.4		25.3		25.3
5.650% Senior Notes Due 9/15/2048 (4)	350.0		357.3		336.0		4.9		4.9		14.9		14.9
							$17.1		$17.1		$51.7		$51.7

(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 September 30, 2024 and December 31, 2023, the fair value of the Subordinated Notes was $390.8 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 the three and nine months ended September 30, 2024, the Company incurred $5.8 million and $17.6

million, respectively, of interest expense on the Subordinated Notes. For the three and nine months ended September 30, 2023,

the Company incurred $5.9 million and $17.6 million, respectively, of interest expense on the Subordinated Notes.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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

	As of September 30, 2024
	Borrowing Outstanding		Fair Value		Weighted Average Interest Rate				Weighted Average Remaining Maturity in Years
Senior secured notes	$6,328.9		$6,171.6		6.42%				9.36
Subordinated notes	179.8		173.7		N/A		(4)		9.11
Revolving credit facilities(3)	186.1		186.1		6.80%				4.17
Total	$6,694.8		$6,531.4

 

	As of December 31, 2023
	Borrowing Outstanding		Fair Value		Weighted Average Interest Rate				Weighted Average Remaining Maturity in Years
Senior secured notes(1)	$6,171.9		$6,097.9		6.32%				8.99
Subordinated notes(2)	173.5		210.7		N/A		(4)		9.16
Revolving credit facilities(3)	177.9		177.9		6.46%				5.05
Total	$6,523.3		$6,486.5

(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 September 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 September 30, 2024 and December 31, 2023, the fair value of the CLO assets was $7.1 billion and $6.8

billion, respectively.

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

7. Accrued Compensation and Benefits

Accrued compensation and benefits consist of the following: 

	As of
	September 30, 2024		December 31, 2023
	(Dollars in millions)
Accrued performance allocations and incentive fee related compensation	$4,924.3		$4,255.8
Accrued bonuses	237.6		498.2
Accrued pension liability	10.4		13.1
Other(1)(2)	262.5		155.1
Total	$5,434.8		$4,922.2

(1)Includes $17.0 million and $44.5 million of realized performance allocations and incentive fee related compensation not yet paid to

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

(2)Includes $139.2 million of realized performance allocations related compensation associated with the Company’s updated

compensation program (see Note 2, Summary of Significant Accounting Policies) not yet paid as of September 30, 2024.

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Realized	$196.8		$40.4		$578.5		$337.5
Unrealized	954.2		(94.3)		643.9		(377.9)
Total	$1,151.0		$(53.9)		$1,222.4		$(40.4)

8. Commitments and Contingencies

Capital Commitments

The Company and its unconsolidated affiliates have unfunded commitments totaling $4.3 billion as of September 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

September 30, 2024, the Company had no material commitments related to the origination and syndication of loans and

securities under the Carlyle Global Capital Markets platform.

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 $3.5 million as of

September 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.

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Contingent Obligations (Giveback)

A liability for potential repayment of previously received performance allocations of $43.9 million at September 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 September 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 September 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, $153.2 million have been withheld from distributions of

carried interest to senior Carlyle professionals and employees for potential giveback obligations as of September 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 September 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 September 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

$1.5 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

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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 investigation and has engaged in discussions with the Enforcement

Division about potential resolution. The Company has previously accrued an estimated liability for this matter.

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 September 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 ($18.4 million as of September 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

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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 September 30, 2024 and December 31,

2023: 

	As of
	September 30, 2024		December 31, 2023
	(Dollars in millions)
Accrued incentive fees	$25.8		$22.9
Unbilled receivable for giveback obligations from current and former employees	11.5		11.5
Notes receivable and accrued interest from affiliates	35.5		44.2
Management fee receivable, net	309.8		277.8
Reimbursable expenses and other receivables from unconsolidated funds and affiliates, net	374.6		335.2
Total	$757.2		$691.6

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

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(Unaudited)

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 September 30, 2024. The accrued and charged interest to the affiliates was not significant for

any period presented.

Notes receivable includes loans that the Company has provided to certain unconsolidated funds to meet short-term

obligations to purchase investments. Notes receivable as of September 30, 2024 and December 31, 2023 also include interest-

bearing loans of $21.8 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 WSJ Prime Rate minus 1.00% floating with a floor rate of 3.50% (7.00% as of September 30,

2024) and are collateralized by each borrower’s interest in the Carlyle sponsored funds.

These receivables are assessed regularly for collectability. 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 September 30, 2024 and December 31, 2023: 

	As of
	September 30, 2024		December 31, 2023
	(Dollars in millions)
Due to affiliates of Consolidated Funds	$5.4		$6.3
Due to non-consolidated affiliates	114.8		97.0
Amounts owed under the tax receivable agreement	76.2		79.3
Deferred consideration for Carlyle Holdings units	—		68.4
Other	23.4		24.9
Total	$219.8		$275.9

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 received cash payments aggregating to $1.50 per Carlyle Holdings partnership unit exchanged in

connection with the Conversion, payable in five 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 annum payable in additional BDC Preferred Shares. The BDC Preferred Shares are convertible at

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(Unaudited)

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 the three months

ended September 30, 2024 and 2023, the Company recorded dividend income of $0.9 million. For both the nine months ended

September 30, 2024 and 2023, the Company recorded dividend income of $2.6 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 $50.3 million and $81.7 million as of

September 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 $8.92 per share as of September 30, 2024). 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 reversed $48.5 million of previously recorded unrealized

investment income based on the net asset value of $16.85 per common share of CSL as of September 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 $173.1 million and $41.2 million for the three months ended

September 30, 2024 and 2023, respectively, and $264.5 million and $68.2 million for the nine months ended September 30,

2024 and 2023, respectively. The Company’s effective tax rate was approximately 22% and 27% for the three months ended

September 30, 2024 and 2023, respectively, and 23% and 28% for the nine months ended September 30, 2024 and 2023,

respectively. The effective tax rate for the nine months ended September 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 nine months

ended September 30, 2024 also includes an increase related to other non-deductible expenses. As of September 30, 2024 and

December 31, 2023, the Company had federal, state, local and foreign taxes payable of $26.5 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 September 30, 2024, the Company’s U.S. federal income tax returns for the years 2020

through 2023 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 2023. 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.

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(Unaudited)

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 the next 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.

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.

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: 

	As of
	September 30, 2024		December 31, 2023
	(Dollars in millions)
Non-Carlyle interests in Consolidated Funds	$473.0		$415.3
Non-Carlyle interests in majority-owned subsidiaries	322.7		184.5
Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions	(7.0)		(6.7)
Non-controlling interests in consolidated entities	$788.7		$593.1

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(Unaudited)

The components of the Company’s non-controlling interests in income of consolidated entities are as follows: 

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Non-Carlyle interests in Consolidated Funds	$8.3		$20.4		$16.7		$68.7
Non-Carlyle interests in majority-owned subsidiaries	11.7		8.7		37.6		19.2
Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions	—		0.6		—		2.1
Non-controlling interests in income of consolidated entities	$20.0		$29.7		$54.3		$90.0

 

12. Earnings Per Common Share

Basic and diluted net income (loss) per common share are calculated as follows:

	Three Months Ended September 30, 2024				Nine Months Ended September 30, 2024
	Basic		Diluted		Basic		Diluted
Net income attributable to common shares	$595,700,000		$595,700,000		$809,500,000		$809,500,000
Weighted-average common shares outstanding	357,689,521		364,789,752		358,966,961		367,073,705
Net income per common share	$1.67		$1.63		$2.26		$2.21

	Three Months Ended September 30, 2023				Nine Months Ended September 30, 2023
	Basic		Diluted		Basic		Diluted
Net income attributable to common shares	$81,300,000		$81,300,000		$83,600,000		$83,600,000
Weighted-average common shares outstanding	360,568,375		363,655,647		361,583,260		364,092,860
Net income per common share	$0.23		$0.22		$0.23		$0.23

The weighted-average common shares outstanding, basic and diluted, are calculated as follows:

	Three Months Ended September 30, 2024				Nine Months Ended September 30, 2024
	Basic		Diluted		Basic		Diluted
The Carlyle Group Inc. weighted-average common shares outstanding	357,689,521		357,689,521		358,966,961		358,966,961
Unvested restricted stock units	—		5,692,912		—		6,766,273
Issuable common shares and performance-vesting restricted stock units	—		1,407,319		—		1,340,471
Weighted-average common shares outstanding	357,689,521		364,789,752		358,966,961		367,073,705

	Three Months Ended September 30, 2023				Nine Months Ended September 30, 2023
	Basic		Diluted		Basic		Diluted
The Carlyle Group Inc. weighted-average common shares outstanding	360,568,375		360,568,375		361,583,260		361,583,260
Unvested restricted stock units	—		2,588,908		—		1,869,172
Issuable common shares and performance-vesting restricted stock units	—		498,364		—		640,428
Weighted-average common shares outstanding	360,568,375		363,655,647		361,583,260		364,092,860

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.

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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

September 30, 2024, $0.9 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 the

three and nine months ended September 30, 2024 and 2023. Dollar amounts exclude the impact of excise taxes.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
(Dollars in millions)	Shares	$		Shares	$		Shares	$		Shares	$
Shares repurchased	1,670,245	$65.0		1,343,419	$43.2		8,029,148	$345.6		6,505,037	$203.7
Shares retired in connection with the net share settlement of equity- based awards	1,717,966	85.5		—	—		2,833,113	133.2		—	—
Total	3,388,211	$150.5		1,343,419	$43.2		10,862,261	$478.8		6,505,037	$203.7

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.

Dividend Record Date		Dividend Payment Date		Dividend per Common Share		Dividend to Common Stockholders
				(Dollars in millions, except per share data)
May 16, 2023		May 23, 2023		$0.35		$126.7
August 15, 2023		August 23, 2023		0.35		126.3
November 21, 2023		November 29, 2023		0.35		126.3
February 23, 2024		March 1, 2024		0.35		126.7
Total 2023 Dividend Year				$1.40		$506.0
May 14, 2024		May 21, 2024		$0.35		$125.6
August 16, 2024		August 26, 2024		0.35		125.5
November 18, 2024		November 25, 2024		0.35		125.3
Total 2024 Dividend Year (through Q3 2024)				$1.05		$376.4

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.

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(Unaudited)

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 September 30, 2024, there was a total of 29,762,302 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 September 30, 2024 and a summary of

changes for the nine months ended September 30, 2024, are presented below:

Unvested Shares	Performance- Vesting Restricted Stock Units(1)		Weighted- Average Grant Date Fair Value		Restricted Stock Units		Weighted- Average Grant Date Fair Value		Unvested Common Shares(2)		Weighted- Average Grant Date Fair Value
Balance, December 31, 2023	4,941,317		$23.19		17,232,330		$34.68		458,929		$37.87
Granted (3)	13,260,872		$26.50		5,552,640		$40.71		247,293		$40.08
Vested (4)	995,848		$29.86		5,974,186		$33.62		247,316		$34.52
Forfeited	125,251		$26.11		1,594,969		$33.77		—		$—
Balance, September 30, 2024	17,081,090		$25.35		15,215,815		$37.40		458,906		$39.95

(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 2,833,113 shares which were retired in connection with the net share settlement of equity-based awards. The Company paid

$133.2 million of taxes related to the net share settlement of equity-based awards during the nine months ended September 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 $121.6 million and

$64.4 million for the three months ended September 30, 2024 and 2023, respectively, with $23.1 million and $10.2 million of

corresponding deferred tax benefits, respectively. The Company recorded compensation expense, net of forfeitures, for

restricted stock units of $355.1 million and $186.8 million for the nine months ended September 30, 2024 and 2023,

respectively, with $66.9 million and $30.7 million of corresponding deferred tax benefits, respectively. As of September 30,

2024, the total unrecognized equity-based compensation expense related to unvested restricted stock units was $624.5 million,

which is expected to be recognized over a weighted-average term of 2.0 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.

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(Unaudited)

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 the chief operating decision maker (“CODM”) in making resource deployment and

compensation decisions and in assessing performance of the Company’s three reportable segments. The CODM also uses DE in

budgeting, forecasting, and the overall management of the Company’s segments. The CODM believes that reporting DE is

helpful to understanding the Company’s business and that investors should review the same supplemental financial measure

that the CODM 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.

Total assets by segment is not disclosed because this information is not used by the CODM to make resource deployment

decisions or evaluate the performance of the Company’s segments.

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following tables present the financial data for the Company’s three reportable segments for the three and nine months

ended September 30, 2024:

	Three Months Ended September 30, 2024
	Global Private Equity		Global Credit		Global Investment Solutions		Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$298.6		$142.8		$85.1		$526.5
Portfolio advisory and transaction fees, net and other	5.9		21.4		0.1		27.4
Fee related performance revenues	—		29.0		7.3		36.3
Total fund level fee revenues	304.5		193.2		92.5		590.2
Realized performance revenues	225.2		11.5		39.2		275.9
Realized principal investment income (loss)	10.0		(2.8)		1.9		9.1
Interest income	7.7		9.8		2.3		19.8
Total revenues	547.4		211.7		135.9		895.0
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	101.1		76.5		30.0		207.6
Realized performance revenues related compensation	141.5		6.9		36.9		185.3
Total compensation and benefits	242.6		83.4		66.9		392.9
General, administrative, and other indirect expenses	48.5		31.2		13.2		92.9
Depreciation and amortization expense	6.7		3.3		1.8		11.8
Interest expense	14.1		13.3		2.9		30.3
Total expenses	311.9		131.2		84.8		527.9
(=) Distributable Earnings	$235.5		$80.5		$51.1		$367.1
(-) Realized Net Performance Revenues	83.7		4.6		2.3		90.6
(-) Realized Principal Investment Income (Loss)	10.0		(2.8)		1.9		9.1
(+) Net Interest	6.4		3.5		0.6		10.5
(=) Fee Related Earnings	$148.2		$82.2		$47.5		$277.9

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(Unaudited)

	Nine Months Ended September 30, 2024
	Global Private Equity		Global Credit		Global Investment Solutions		Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$908.4		$420.5		$238.7		$1,567.6
Portfolio advisory and transaction fees, net and other	16.8		66.0		0.2		83.0
Fee related performance revenues	6.9		81.2		10.4		98.5
Total fund level fee revenues	932.1		567.7		249.3		1,749.1
Realized performance revenues	728.7		19.0		82.5		830.2
Realized principal investment income	35.7		30.2		3.5		69.4
Interest income	21.8		30.6		5.8		58.2
Total revenues	1,718.3		647.5		341.1		2,706.9
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	314.3		227.3		85.6		627.2
Realized performance revenues related compensation	457.2		11.5		73.2		541.9
Total compensation and benefits	771.5		238.8		158.8		1,169.1
General, administrative, and other indirect expenses	137.3		96.1		37.1		270.5
Depreciation and amortization expense	19.6		9.6		5.0		34.2
Interest expense	42.2		40.6		8.7		91.5
Total expenses	970.6		385.1		209.6		1,565.3
(=) Distributable Earnings	$747.7		$262.4		$131.5		$1,141.6
(-) Realized Net Performance Revenues	271.5		7.5		9.3		288.3
(-) Realized Principal Investment Income	35.7		30.2		3.5		69.4
(+) Net Interest	20.4		10.0		2.9		33.3
(=) Fee Related Earnings	$460.9		$234.7		$121.6		$817.2

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following tables present the financial data for the Company’s three reportable segments for the three and nine months

ended September 30, 2023:

	Three Months Ended September 30, 2023
	Global Private Equity		Global Credit		Global Investment Solutions		Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$330.1		$128.9		$59.1		$518.1
Portfolio advisory and transaction fees, net and other	4.0		7.2		—		11.2
Fee related performance revenues	0.7		21.1		1.6		23.4
Total fund level fee revenues	334.8		157.2		60.7		552.7
Realized performance revenues	164.6		2.7		13.1		180.4
Realized principal investment income	14.4		8.0		1.0		23.4
Interest income	8.8		9.7		1.6		20.1
Total revenues	522.6		177.6		76.4		776.6
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	142.3		81.3		32.4		256.0
Realized performance revenues related compensation	18.2		1.4		10.8		30.4
Total compensation and benefits	160.5		82.7		43.2		286.4
General, administrative, and other indirect expenses	46.0		26.2		9.4		81.6
Depreciation and amortization expense	7.1		2.1		1.2		10.4
Interest expense	16.8		11.8		2.2		30.8
Total expenses	230.4		122.8		56.0		409.2
(=) Distributable Earnings	$292.2		$54.8		$20.4		$367.4
(-) Realized Net Performance Revenues	146.4		1.3		2.3		150.0
(-) Realized Principal Investment Income	14.4		8.0		1.0		23.4
(+) Net Interest	8.0		2.1		0.6		10.7
(=) Fee Related Earnings	$139.4		$47.6		$17.7		$204.7

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(Unaudited)

	Nine Months Ended September 30, 2023
	Global Private Equity		Global Credit		Global Investment Solutions		Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$987.2		$378.4		$173.7		$1,539.3
Portfolio advisory and transaction fees, net and other	14.7		31.1		—		45.8
Fee related performance revenues	63.1		59.1		3.2		125.4
Total fund level fee revenues	1,065.0		468.6		176.9		1,710.5
Realized performance revenues	577.3		36.0		67.3		680.6
Realized principal investment income	39.5		25.2		4.6		69.3
Interest income	19.7		24.6		4.0		48.3
Total revenues	1,701.5		554.4		252.8		2,508.7
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	464.6		246.3		94.4		805.3
Realized performance revenues related compensation	209.1		16.8		60.1		286.0
Total compensation and benefits	673.7		263.1		154.5		1,091.3
General, administrative, and other indirect expenses	162.2		73.5		35.1		270.8
Depreciation and amortization expense	19.7		5.8		3.5		29.0
Interest expense	50.2		32.9		6.7		89.8
Total expenses	905.8		375.3		199.8		1,480.9
(=) Distributable Earnings	$795.7		$179.1		$53.0		$1,027.8
(-) Realized Net Performance Revenues	368.2		19.2		7.2		394.6
(-) Realized Principal Investment Income	39.5		25.2		4.6		69.3
(+) Net Interest	30.5		8.3		2.7		41.5
(=) Fee Related Earnings	$418.5		$143.0		$43.9		$605.4

 

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the

three months ended September 30, 2024 and 2023.

	Three Months Ended September 30, 2024
	Total Reportable Segments		Consolidated Funds		Reconciling Items				Carlyle Consolidated
	(Dollars in millions)
Revenues	$895.0		$180.1		$1,560.1		(a)		$2,635.2
Expenses	$527.9		$160.6		$1,160.4		(b)		$1,848.9
Other income (loss)	$—		$2.5		$—		(c)		$2.5
Distributable earnings	$367.1		$22.0		$399.7		(d)		$788.8

	Three Months Ended September 30, 2023
	Total Reportable Segments		Consolidated Funds		Reconciling Items				Carlyle Consolidated
	(Dollars in millions)
Revenues	$776.6		$152.7		$(212.7)		(a)		$716.6
Expenses	$409.2		$111.2		$34.7		(b)		$555.1
Other income (loss)	$—		$(9.3)		$—		(c)		$(9.3)
Distributable earnings	$367.4		$32.2		$(247.4)		(d)		$152.2

The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the

nine months ended September 30, 2024 and 2023.

	Nine Months Ended September 30, 2024
	Total Reportable Segments		Consolidated Funds		Reconciling Items				Carlyle Consolidated
	(Dollars in millions)
Revenues	$2,706.9		$510.6		$1,175.8		(a)		$4,393.3
Expenses	$1,565.3		$464.6		$1,225.5		(b)		$3,255.4
Other income (loss)	$—		$(9.6)		$—		(c)		$(9.6)
Distributable earnings	$1,141.6		$36.4		$(49.7)		(d)		$1,128.3

	Nine Months Ended September 30, 2023
	Total Reportable Segments		Consolidated Funds		Reconciling Items				Carlyle Consolidated
	(Dollars in millions)
Revenues	$2,508.7		$411.7		$(882.7)		(a)		$2,037.7
Expenses	$1,480.9		$324.7		$0.2		(b)		$1,805.8
Other income (loss)	$—		$9.9		$—		(c)		$9.9
Distributable earnings	$1,027.8		$96.9		$(882.9)		(d)		$241.8

(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:

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(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Unrealized performance and fee related performance revenues	$1,495.1		$(229.2)		$1,020.9		$(850.4)
Unrealized principal investment income (loss)	1.8		17.1		54.3		18.5
Principal investment loss from dilution of indirect investment in Fortitude	—		—		—		(104.0)
Adjustments related to expenses associated with investments in NGP Management and its affiliates	(3.5)		(3.5)		(10.5)		(11.0)
Non-controlling interests and other adjustments to present certain costs on a net basis	79.0		23.5		156.7		118.2
Elimination of revenues of Consolidated Funds	(12.3)		(20.6)		(45.6)		(54.0)
	$1,560.1		$(212.7)		$1,175.8		$(882.7)

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 the three and nine months ended September 30, 2024

and 2023.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Total Reportable Segments - Fund level fee revenues	$590.2		$552.7		$1,749.1		$1,710.5
Adjustments(1)	(57.5)		(50.1)		(158.4)		(199.3)
Carlyle Consolidated - Fund management fees	$532.7		$502.6		$1,590.7		$1,511.2

(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:

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(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Unrealized performance and fee related performance revenue compensation expense	$930.7		$(90.3)		$634.5		$(378.8)
Equity-based compensation	122.0		67.3		360.4		195.1
Acquisition or disposition-related charges and amortization of intangibles and impairment	37.4		50.6		103.5		113.0
Tax (expense) benefit associated with certain foreign performance revenues related compensation	(0.2)		(0.2)		(1.4)		(0.8)
Non-controlling interests and other adjustments to present certain costs on a net basis	63.8		10.7		108.6		85.9
Other adjustments	5.3		5.4		45.8		11.6
Elimination of expenses of Consolidated Funds	1.4		(8.8)		(25.9)		(25.8)
	$1,160.4		$34.7		$1,225.5		$0.2

(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:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Income (loss) before provision for income taxes	$788.8		$152.2		$1,128.3		$241.8
Adjustments:
Net unrealized performance and fee related performance revenues	(564.4)		138.9		(386.4)		471.6
Unrealized principal investment (income) loss	(1.8)		(17.1)		(54.3)		(18.5)
Principal investment loss from dilution of indirect investment in Fortitude	—		—		—		104.0
Equity-based compensation(1)	122.0		67.3		360.4		195.1
Acquisition or disposition-related charges, including amortization of intangibles and impairment	37.4		50.6		103.5		113.0
Tax expense associated with certain foreign performance revenues	(0.2)		(0.2)		(1.4)		(0.8)
Net income attributable to non-controlling interests in consolidated entities	(20.0)		(29.7)		(54.3)		(90.0)
Other adjustments(2)	5.3		5.4		45.8		11.6
Distributable Earnings	$367.1		$367.4		$1,141.6		$1,027.8
Realized performance revenues, net of related compensation(3)	90.6		150.0		288.3		394.6
Realized principal investment income(3)	9.1		23.4		69.4		69.3
Net interest	10.5		10.7		33.3		41.5
Fee Related Earnings	$277.9		$204.7		$817.2		$605.4

(1)Equity-based compensation for the three and nine months ended September 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:

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(Unaudited)

	Three Months Ended September 30, 2024
	Carlyle Consolidated		Adjustments (4)		Total Reportable Segments
	(Dollars in millions)
Performance revenues	$1,785.5		$(1,509.6)		$275.9
Performance revenues related compensation expense	1,151.0		(965.7)		185.3
Net performance revenues	$634.5		$(543.9)		$90.6
Principal investment income (loss)	$46.0		$(36.9)		$9.1
	Nine Months Ended September 30, 2024
	Carlyle Consolidated		Adjustments (4)		Total Reportable Segments
	(Dollars in millions)
Performance revenues	$1,826.7		$(996.5)		$830.2
Performance revenues related compensation expense	1,222.4		(680.5)		541.9
Net performance revenues	$604.3		$(316.0)		$288.3
Principal investment income (loss)	$207.2		$(137.8)		$69.4

	Three Months Ended September 30, 2023
	Carlyle Consolidated		Adjustments (4)		Total Reportable Segments
	(Dollars in millions)
Performance revenues	$(118.3)		$298.7		$180.4
Performance revenues related compensation expense	(53.9)		84.3		30.4
Net performance revenues	$(64.4)		$214.4		$150.0
Principal investment income (loss)	$100.6		$(77.2)		$23.4
	Nine Months Ended September 30, 2023
	Carlyle Consolidated		Adjustments (4)		Total Reportable Segments
	(Dollars in millions)
Performance revenues	$(204.3)		$884.9		$680.6
Performance revenues related compensation expense	(40.4)		326.4		286.0
Net performance revenues	$(163.9)		$558.5		$394.6
Principal investment income (loss)	$105.1		$(35.8)		$69.3

(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.

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(Unaudited)

16. Subsequent Events

In October, 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 November 18, 2024, payable on November 25, 2024.

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(Unaudited)

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 September 30, 2024 and December 31, 2023 and results of operations for the three and nine

months ended September 30, 2024 and 2023. The supplemental statement of cash flows is presented without effects of the

Consolidated Funds.

	As of September 30, 2024
	Consolidated Operating Entities		Consolidated Funds		Eliminations		Consolidated
	(Dollars in millions)
Assets
Cash and cash equivalents	$1,376.8		$—		$—		$1,376.8
Cash and cash equivalents held at Consolidated Funds	—		488.5		—		488.5
Restricted cash	2.1		—		—		2.1
Investments, including performance allocations of $7,210.8	11,407.5		—		(312.5)		11,095.0
Investments of Consolidated Funds	—		7,427.9		—		7,427.9
Due from affiliates and other receivables, net	1,061.5		—		(304.3)		757.2
Due from affiliates and other receivables of Consolidated Funds, net	—		218.3		—		218.3
Fixed assets, net	174.1		—		—		174.1
Lease right-of-use assets, net	353.6		—		—		353.6
Deposits and other	69.9		1.9		—		71.8
Intangible assets, net	670.6		—		—		670.6
Deferred tax assets	22.5		—		—		22.5
Total assets	$15,138.6		$8,136.6		$(616.8)		$22,658.4
Liabilities and equity
Debt obligations	$2,211.0		$—		$—		$2,211.0
Loans payable of Consolidated Funds	—		6,830.3		(298.9)		6,531.4
Accounts payable, accrued expenses and other liabilities	349.9		—		—		349.9
Accrued compensation and benefits	5,434.8		—		—		5,434.8
Due to affiliates	214.4		5.4		—		219.8
Deferred revenue	379.5		—		—		379.5
Deferred tax liabilities	150.5		—		—		150.5
Other liabilities of Consolidated Funds	—		497.7		(0.1)		497.6
Lease liabilities	504.6		—		—		504.6
Accrued giveback obligations	43.9		—		—		43.9
Total liabilities	9,288.6		7,333.4		(299.0)		16,323.0
Common stock	3.6		—		—		3.6
Additional paid-in capital	3,774.5		334.1		(334.1)		3,774.5
Retained earnings	2,034.5		—		—		2,034.5
Accumulated other comprehensive loss	(278.3)		(3.9)		16.3		(265.9)
Non-controlling interests in consolidated entities	315.7		473.0		—		788.7
Total equity	5,850.0		803.2		(317.8)		6,335.4
Total liabilities and equity	$15,138.6		$8,136.6		$(616.8)		$22,658.4

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(Unaudited)

	As of December 31, 2023
	Consolidated Operating Entities		Consolidated Funds		Eliminations		Consolidated
	(Dollars in millions)
Assets
Cash and cash equivalents	$1,440.3		$—		$—		$1,440.3
Cash and cash equivalents held at Consolidated Funds	—		346.0		—		346.0
Restricted cash	1.8		—		—		1.8
Investments, including performance allocations of $6,169.9	10,104.5		—		(149.2)		9,955.3
Investments of Consolidated Funds	—		7,313.9		(60.8)		7,253.1
Due from affiliates and other receivables, net	1,009.2		—		(317.6)		691.6
Due from affiliates and other receivables of Consolidated Funds, net	—		141.0		—		141.0
Fixed assets, net	161.5		—		—		161.5
Lease right-of-use assets, net	332.2		—		—		332.2
Deposits and other	66.0		4.6		—		70.6
Intangible assets, net	766.1		—		—		766.1
Deferred tax assets	16.5		—		—		16.5
Total assets	$13,898.1		$7,805.5		$(527.6)		$21,176.0
Liabilities and equity
Debt obligations	$2,281.0		$—		$—		$2,281.0
Loans payable of Consolidated Funds	—		6,796.4		(309.9)		6,486.5
Accounts payable, accrued expenses and other liabilities	333.8		—		—		333.8
Accrued compensation and benefits	4,922.2		—		—		4,922.2
Due to affiliates	269.6		6.3		—		275.9
Deferred revenue	140.3		—		—		140.3
Deferred tax liabilities	45.3		—		—		45.3
Other liabilities of Consolidated Funds	—		374.4		—		374.4
Lease liabilities	488.1		—		—		488.1
Accrued giveback obligations	44.0		—		—		44.0
Total liabilities	8,524.3		7,177.1		(309.9)		15,391.5
Common stock	3.6		—		—		3.6
Additional paid-in capital	3,403.0		223.8		(223.8)		3,403.0
Retained earnings	2,082.1		—		—		2,082.1
Accumulated other comprehensive loss	(292.7)		(10.7)		6.1		(297.3)
Non-controlling interests in consolidated entities	177.8		415.3		—		593.1
Total equity	5,373.8		628.4		(217.7)		5,784.5
Total liabilities and equity	$13,898.1		$7,805.5		$(527.6)		$21,176.0

 

 

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(Unaudited)

	Three Months Ended September 30, 2024
	Consolidated Operating Entities		Consolidated Funds		Eliminations		Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$539.1		$—		$(6.4)		$532.7
Incentive fees	38.9		—		(0.2)		38.7
Investment income
Performance allocations	1,786.3		—		(0.8)		1,785.5
Principal investment income	47.4		—		(1.4)		46.0
Total investment income	1,833.7		—		(2.2)		1,831.5
Interest and other income	55.7		—		(3.5)		52.2
Interest and other income of Consolidated Funds	—		180.1		—		180.1
Total revenues	2,467.4		180.1		(12.3)		2,635.2
Expenses
Compensation and benefits
Cash-based compensation and benefits	207.5		—		—		207.5
Equity-based compensation	121.6		—		—		121.6
Performance allocations and incentive fee related compensation	1,151.0		—		—		1,151.0
Total compensation and benefits	1,480.1		—		—		1,480.1
General, administrative and other expenses	176.6		—		—		176.6
Interest	30.3		—		—		30.3
Interest and other expenses of Consolidated Funds	—		160.6		1.4		162.0
Other non-operating income	(0.1)		—		—		(0.1)
Total expenses	1,686.9		160.6		1.4		1,848.9
Other income
Net investment income of Consolidated Funds	—		2.5		—		2.5
Income before provision for income taxes	780.5		22.0		(13.7)		788.8
Provision for income taxes	173.1		—		—		173.1
Net income	607.4		22.0		(13.7)		615.7
Net income attributable to non-controlling interests in consolidated entities	11.7		—		8.3		20.0
Net income attributable to The Carlyle Group Inc.	$595.7		$22.0		$(22.0)		$595.7

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(Unaudited)

	Nine Months Ended September 30, 2024
	Consolidated Operating Entities		Consolidated Funds		Eliminations		Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$1,610.1		$—		$(19.4)		$1,590.7
Incentive fees	96.7		—		(0.5)		96.2
Investment income
Performance allocations	1,827.8		—		(1.1)		1,826.7
Principal investment income	217.8		—		(10.6)		207.2
Total investment income	2,045.6		—		(11.7)		2,033.9
Interest and other income	175.9		—		(14.0)		161.9
Interest and other income of Consolidated Funds	—		510.6		—		510.6
Total revenues	3,928.3		510.6		(45.6)		4,393.3
Expenses
Compensation and benefits
Cash-based compensation and benefits	635.7		—		—		635.7
Equity-based compensation	355.1		—		—		355.1
Performance allocations and incentive fee related compensation	1,222.4		—		—		1,222.4
Total compensation and benefits	2,213.2		—		—		2,213.2
General, administrative and other expenses	512.2		—		—		512.2
Interest	91.5		—		—		91.5
Interest and other expenses of Consolidated Funds	—		464.6		(25.9)		438.7
Other non-operating income	(0.2)		—		—		(0.2)
Total expenses	2,816.7		464.6		(25.9)		3,255.4
Other income (loss)
Net investment loss of Consolidated Funds	—		(9.6)		—		(9.6)
Income before provision for income taxes	1,111.6		36.4		(19.7)		1,128.3
Provision for income taxes	264.5		—		—		264.5
Net income	847.1		36.4		(19.7)		863.8
Net income attributable to non-controlling interests in consolidated entities	37.6		—		16.7		54.3
Net income attributable to The Carlyle Group Inc.	$809.5		$36.4		$(36.4)		$809.5

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(Unaudited)

	Three Months Ended September 30, 2023
	Consolidated Operating Entities		Consolidated Funds		Eliminations		Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$511.5		$—		$(8.9)		$502.6
Incentive fees	23.6		—		(2.5)		21.1
Investment income (loss)
Performance allocations	(118.9)		—		0.6		(118.3)
Principal investment income	108.8		—		(8.2)		100.6
Total investment loss	(10.1)		—		(7.6)		(17.7)
Interest and other income	59.5		—		(1.6)		57.9
Interest and other income of Consolidated Funds	—		152.7		—		152.7
Total revenues	584.5		152.7		(20.6)		716.6
Expenses
Compensation and benefits
Cash-based compensation and benefits	267.6		—		—		267.6
Equity-based compensation	64.4		—		—		64.4
Performance allocations and incentive fee related compensation	(53.9)		—		—		(53.9)
Total compensation and benefits	278.1		—		—		278.1
General, administrative and other expenses	143.1		—		(0.1)		143.0
Interest	31.4		—		—		31.4
Interest and other expenses of Consolidated Funds	—		111.2		(8.7)		102.5
Other non-operating expenses	0.1		—		—		0.1
Total expenses	452.7		111.2		(8.8)		555.1
Other income (loss)
Net investment loss of Consolidated Funds	—		(9.3)		—		(9.3)
Income before provision for income taxes	131.8		32.2		(11.8)		152.2
Provision for income taxes	41.2		—		—		41.2
Net income	90.6		32.2		(11.8)		111.0
Net income attributable to non-controlling interests in consolidated entities	9.3		—		20.4		29.7
Net income attributable to The Carlyle Group Inc.	$81.3		$32.2		$(32.2)		$81.3

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(Unaudited)

	Nine Months Ended September 30, 2023
	Consolidated Operating Entities		Consolidated Funds		Eliminations		Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$1,535.0		$—		$(23.8)		$1,511.2
Incentive fees	64.4		—		(2.5)		61.9
Investment income (loss)
Performance allocations	(202.0)		—		(2.3)		(204.3)
Principal investment income	122.9		—		(17.8)		105.1
Total investment loss	(79.1)		—		(20.1)		(99.2)
Interest and other income	159.7		—		(7.6)		152.1
Interest and other income of Consolidated Funds	—		411.7		—		411.7
Total revenues	1,680.0		411.7		(54.0)		2,037.7
Expenses
Compensation and benefits
Cash-based compensation and benefits	798.4		—		—		798.4
Equity-based compensation	186.8		—		—		186.8
Performance allocations and incentive fee related compensation	(40.4)		—		—		(40.4)
Total compensation and benefits	944.8		—		—		944.8
General, administrative and other expenses	470.1		—		0.6		470.7
Interest	91.8		—		—		91.8
Interest and other expenses of Consolidated Funds	—		324.7		(26.4)		298.3
Other non-operating expenses	0.2		—		—		0.2
Total expenses	1,506.9		324.7		(25.8)		1,805.8
Other income
Net investment income of Consolidated Funds	—		9.9		—		9.9
Income before provision for income taxes	173.1		96.9		(28.2)		241.8
Provision for income taxes	68.2		—		—		68.2
Net income	104.9		96.9		(28.2)		173.6
Net income attributable to non-controlling interests in consolidated entities	21.3		—		68.7		90.0
Net income attributable to The Carlyle Group Inc.	$83.6		$96.9		$(96.9)		$83.6

 

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(Unaudited)

	Nine Months Ended September 30,
	2024		2023
	(Dollars in millions)
Cash flows from operating activities
Net income	$847.1		$104.9
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	137.0		137.0
Equity-based compensation	355.1		186.8
Non-cash performance allocations and incentive fees	(389.1)		425.0
Non-cash principal investment income	(182.0)		(100.0)
Other non-cash amounts	15.8		8.1
Purchases of investments	(479.4)		(244.9)
Proceeds from the sale of investments	435.7		351.8
Payments of contingent consideration	(4.0)		(68.6)
Change in deferred taxes, net	98.3		(103.3)
Change in due from affiliates and other receivables	(38.2)		16.9
Change in deposits and other	(5.4)		(38.5)
Change in accounts payable, accrued expenses and other liabilities	15.4		(101.8)
Change in accrued compensation and benefits	(170.8)		(128.3)
Change in due to affiliates	(0.9)		(8.8)
Change in lease right-of-use asset and lease liability	(5.4)		(7.5)
Change in deferred revenue	238.1		290.0
Net cash provided by operating activities	867.3		718.8
Cash flows from investing activities
Purchases of corporate treasury investments	(5.0)		(187.3)
Proceeds from corporate treasury investments	5.1		152.4
Purchases of fixed assets, net	(51.0)		(49.6)
Net cash used in investing activities	(50.9)		(84.5)
Cash flows from financing activities
Borrowings under credit facilities	10.4		—
Repayments under credit facilities	(10.4)		—
Payments on CLO borrowings	(73.3)		(7.3)
Proceeds from CLO borrowings, net of financing costs	0.5		10.0
Dividends to common stockholders	(377.8)		(371.4)
Payment of deferred consideration for Carlyle Holdings units	(68.8)		(68.8)
Contributions from non-controlling interest holders	155.2		7.9
Distributions to non-controlling interest holders	(58.9)		(48.9)
Common shares repurchased and net share settlement of equity awards	(478.8)		(203.7)
Change in due to/from affiliates financing activities	13.3		(36.4)
Net cash used in financing activities	(888.6)		(718.6)
Effect of foreign exchange rate changes	9.0		(5.0)
Decrease in cash, cash equivalents and restricted cash	(63.2)		(89.3)
Cash, cash equivalents and restricted cash, beginning of period	1,442.1		1,361.5
Cash, cash equivalents and restricted cash, end of period	$1,378.9		$1,272.2
Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents	$1,376.8		$1,267.7
Restricted cash	2.1		4.5
Total cash, cash equivalents and restricted cash, end of period	$1,378.9		$1,272.2
Cash and cash equivalents held at Consolidated Funds	$488.5		$352.3

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

Unless context suggests otherwise, references in this report to “Carlyle,” the “Company,” “we,” “us,” and “our” refer

to The Carlyle Group Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in

conjunction with the consolidated financial statements and the related notes included in this Quarterly Report on Form 10-Q

and the Annual Report on Form 10-K for the year ended December 31, 2023.

Overview

We are one of the world’s largest global investment firms that deploys private capital across its business and we conduct

our operations through three reportable segments: Global Private Equity, Global Credit, and Global Investment Solutions.

•Global Private Equity — Our Global Private Equity segment advises our buyout, middle market and growth capital funds,

our U.S. and internationally focused real estate funds, and our infrastructure and natural resources funds. The segment

also includes the NGP Carry Funds advised by NGP. As of September 30, 2024, our Global Private Equity segment had

$169 billion in AUM and $104 billion in Fee-earning AUM.

•Global Credit — Our 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 and global capital markets. As of September 30, 2024, our Global Credit segment had $194

billion in AUM and $159 billion in Fee-earning AUM.

•Global Investment Solutions — Our Global Investment Solutions segment advises global private equity programs and

related co-investment and secondary activities. As of September 30, 2024, our Global Investment Solutions segment had

$84 billion in AUM and $51 billion in Fee-earning AUM.

We earn management fees pursuant to contractual arrangements with the investment funds that we manage and fees for

transaction advisory and oversight services provided to portfolio companies of these funds. We also typically receive a

performance fee from an investment fund, which may be either an incentive fee or a special residual allocation of income,

which we refer to as a performance allocation, or carried interest, in the event that specified investment returns are achieved by

the fund. Under U.S. generally accepted accounting principles (“U.S. GAAP”), we are required to consolidate some of the

investment funds that we advise. However, for segment reporting purposes, we present revenues and expenses on a basis that

deconsolidates these investment funds. Refer to Note 15, Segment Reporting, to the condensed consolidated financial

statements included in this Quarterly Report on Form 10-Q for more information on the differences between our financial

results reported pursuant to U.S. GAAP and our financial results for segment reporting purposes.

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Our Global Investment Offerings

The following table provides a breakout of the product offerings and related acronyms included in our total assets under

management of $447 billion as of September 30, 2024 for each of our three global business segments (in billions):

Global Private Equity	$169.2		Global Credit	$194.5
Corporate Private Equity	$111.0		Insurance 4	$83.2
U.S. Buyout (CP)	54.2		Liquid Credit	$49.9
Asia Buyout (CAP)	12.4		U.S. CLOs	35.8
Europe Buyout (CEP)	11.7		Europe CLOs	10.2
Carlyle Global Partners (CGP)	7.2		Revolving Credit	2.0
Japan Buyout (CJP)	6.6		CLO Investment Products	1.9
Europe Technology (CETP)	5.9		Private Credit	$28.3
U.S. Growth (CP Growth / CEOF)	3.9		Opportunistic Credit (CCOF / CSP)	17.6
Life Sciences (ABV / ACCD)	2.1		Direct Lending 5	10.7
Asia Growth (CAP Growth / CAGP)	1.2		Real Assets Credit	$18.6
Other 1	5.7		Aviation (SASOF / CALF)	12.1
			Infrastructure (CICF)	5.7
Real Estate	$33.9		Other 6	0.8
U.S. Real Estate (CRP)	23.0		Platform Initiatives	$14.5
Core Plus Real Estate (CPI)	7.6		Asset-Backed Finance	7.4
International Real Estate (CER)	3.4		Carlyle Tactical Private Credit (CTAC)	4.8
			Other Cross-Platform Credit Products	2.3
Infrastructure & Natural Resources	$24.3		Global Investment Solutions	$83.7
NGP Energy 2	10.9		Secondaries and Portfolio Finance (ASF / ASPF)	$35.3
Infrastructure & Renewable Energy 3	7.5		Co-Investments (ACF)	$22.8
International Energy (CIEP)	6.0		Primary Investments & Other 7	$25.6

Note: All amounts shown represent total assets under management as of September 30, 2024, and totals may not sum due to rounding. In

addition, certain carry funds included herein may not be included in fund performance if they have not made an initial capital call or

commenced investment activity.

(1)Includes our Financial Services (CGFSP), Sub-Saharan Africa Buyout (CSSAF), South America Buyout (CSABF), Peru Buyout (CPF),

MENA Buyout and Ireland Buyout (CICF) funds, as well as platform accounts which invest across Corporate Private Equity strategies.

(2)NGP Energy funds are advised by NGP Energy Capital Management, LLC, a separately registered investment adviser. We do not serve as

an investment adviser to those funds.

(3)Includes our Infrastructure (CGIOF), Renewable Energy (CRSEF) and Power funds (CPP / CPOCP).

(4)Includes Carlyle FRL, capital raised from strategic third-party investors which directly invest in Fortitude alongside Carlyle FRL, as well

as the fair value of the general account assets covered by the strategic advisory services agreement with Fortitude.

(5)Includes our business development companies (CSL / CARS) and our evergreen fund (CDLF).

(6)Includes our Energy Credit (CEMOF) and Real Estate Credit (CNLI) funds.

(7)Includes Mezzanine and Carlyle AlpInvest Private Markets (CAPM) funds.

Trends Affecting our Business

In the third quarter of 2024, global growth remained much more stable than many had feared, as monetary policy in most

developed market economies continued to ease. Labor market indicators in the United States softened as the Federal Reserve

initiated its easing cycle, while the European Central Bank (ECB) has now cut its deposit facility rate year-to-date by a

cumulative 75bps amidst uneven growth. India experienced slower economic activity and consumption growth, and China

continued to face uneven underlying growth as it attempted to stabilize property markets amid broader economic

transformation. Meanwhile, momentum in Japan slowed as the country navigated market volatility following the Bank of Japan

raising rates to the highest level in 15 years. By contrast, Korea’s economy rebounded as the Bank of Korea initiated its easing

cycle following a second-quarter contraction.

In the U.S., official data suggest the economy grew at a 2.8% annualized rate in the third quarter of 2024 and U.S.

corporate margins continued to widen. Underlying growth was notably strong, with real consumption contributing nearly 2.5

percentage points to the headline number. Spending rose strongly across both goods and services, with certain durable goods

such as autos notching their strongest growth since the pandemic. Profit growth also remains strong: unlike 2020-22, when

profit growth was primarily a pricing power phenomenon, today it is mainly driven by productivity gains that have thus far

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been underreported in official statistics. Lower base rates help as well; the Federal Open Market Committee’s decision to

reduce the policy rate by 50bps in September responded to incoming data implying softening price pressures and a balancing

labor market. The unemployment rate temporarily rose to 4.3% in July — the highest level since 2021 — on increased labor

supply, before settling back to 4.1% by the end of the quarter, where it began. The Fed’s preferred inflation gauge, the core

Personal Consumption Expenditures Price Index, has held steady, finishing August 2.7% above year ago levels. The Fed now

views the risks to achieving its dual mandate of maximum employment and stable prices as roughly in balance. Market

participants are generally in alignment with the Federal Reserve’s September Summary of Economic Projections, but the recent

strength of the hard data has increased the market’s assigned probability of a pause in cuts before year-end; futures quotes

currently imply slightly less than two full additional rate cuts in the fourth quarter of 2024.

In Japan, momentum slowed but growth remained positive, with estimates indicating the economy grew at a 1.7%

annualized rate in the third quarter. This performance occurred against a backdrop of market volatility. The Bank of Japan

raised short-term borrowing costs from the previous range of 0% to 0.1% to 0.25% in July, its highest level in 15 years, and

released a plan for tapering its asset purchases, signaling a pivotal shift away from a decade-long stimulus program. These

actions, paired with hawkish comments from policymakers and a disappointing string of economic data in the U.S., led to a

sharp appreciation of the yen, disrupting long-standing carry trades whose funding leg rested on Japan’s low rates. The surge in

the currency value triggered a sell-off in Japanese equity markets. Liquidity pressures led to a sell-off far in excess of what

could be explained by any change in fundamentals. On August 5th, the Nikkei 225 fell 12.4%, while the TOPIX fell 12.2%,

their largest respective single day declines since 1987. This event underscored the relative illiquidity of certain listed markets

and how public market moves can diverge from underlying fundamentals, a distinction that is much less pronounced in private

market valuations. While both public and private markets in Japan have elements of illiquidity, private assets are not as exposed

to the sharp drawdowns that public markets experience during times of volatility.

In India, our proprietary portfolio data suggest the economy grew at a 5.9% annualized rate in the third quarter. Despite a

slowdown in consumption, the country appears set for a period of substantial catch-up growth and improvements in living

standards, supported by recent reforms in taxation, digital payments, and land use. With substantial required investments in

physical capital, the return on each unit of capital in India remains considerably higher than the rest of the world. In China,

domestic consumption data remained soft, with annualized growth implied by proprietary portfolio data falling below 2% for

the first time since pandemic lockdowns were lifted. While wage income has been growing at a 6% annualized rate, this has

been offset by losses on real estate, which continue to intensify. Recognizing the unsustainability of maintaining 4% to 5%

industrial production growth in an economy where the domestic consumer absorbs less than half of this incremental output,

Chinese authorities announced a raft of policies in an effort to stabilize stock and property markets, boost consumption growth,

and attain broader growth targets.

Official data indicate Europe’s economy expanded at a 1.5% annualized rate in the third quarter, but continued to

experience significant dispersion across regions and sectors. While shifting consumption patterns and higher finance costs have

softened demand for durable goods and business equipment, stagnant European industrial activity is explained mainly by

uncompetitive energy costs. After several months of gains to start the year, energy-intensive industrial output in Germany fell at

a -9% annualized rate in the third quarter, leaving it 16% below levels that prevailed prior to Russia’s invasion of Ukraine. The

ECB enacted two additional 25bps cuts to its deposit rate, lowering it to 3.25%, with inflation falling below its 2% target. The

ECB is expected to continue a gradual reduction of borrowing costs as policymakers move towards a more neutral stance.

Earnings growth estimates for companies in the S&P 500 remain significantly higher than in 2023, at an anticipated 9.3%

for the year compared to 1% the previous year. Earnings are estimated to have grown by 3.6% in the third quarter of 2024,

compared to the same period a year ago, led by the information technology, health care, and communication services sectors.

The estimated blended net profit margin for the third quarter of 2024 was reported at 12.0%, roughly in line with the 12.2%

margin observed a year earlier.

Despite a temporary spike in volatility and sharp pullbacks in July and early September, equity markets performed well in

the third quarter of 2024, buoyed by a broader range of stocks beyond the earlier concentration in the “Magnificent Seven.” The

Russell 2000 and Dow Jones led U.S. equity markets, returning 8.9% and 8.2%, respectively, while the S&P 500 and Nasdaq

100 rose by 5.5% and 1.9%, respectively. In contrast to previous quarters, returns were more broad-based, and the “Magnificent

Seven” stocks accounted for just 0.5 percentage points (9%) of the S&P 500’s total quarterly gain. However, the forward price-

to-earnings ratio finished the quarter at 22.6x, which was roughly 20% above its 10-year average, as valuations continue to

stretch far beyond historically observed levels. Furthermore, despite the mega-caps’ relatively low contribution to aggregate

returns in the third quarter, these seven stocks have accounted for 50% of the S&P 500’s return since 2021 and, as of September

30, make up 32% of total market cap. Global equity markets also performed well during the third quarter, particularly in China,

where the Shanghai Composite returned 12.4%, following stimulus announcements by Chinese authorities. Elsewhere, the

MSCI ACWI and EuroStoxx 600 returned 6.2% and 2.2%, respectively.

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Global M&A activity, driven by strong momentum in non-sponsored transactions, recorded $907 billion in volume in the

third quarter, 23% higher than the same quarter last year and a 12% increase over the previous quarter. Notably, this quarter’s

M&A volume was in line with pre-pandemic averages, reflecting a normalization in transaction levels. Year-to-date, total M&A

volume stands at $2.6 trillion, a more than 20% increase relative to 2023, but still 16% below pre-pandemic levels. This growth

has been partially driven by notable increases in strategic M&A in Europe, with year-to-date strategic deal values totaling $541

billion, a 23.9% increase from the comparable period last year. LBOs and related add-ons remained strong at $385 billion year-

to-date, a 36% increase relative to the same period a year ago, accounting for 18% of total M&A activity, the second-highest

share recorded since 2008.

The effect of easier monetary policy is already evident in the U.S. IPO market. Excluding SPACs, 119 U.S. exchange-

listed IPOs raised $26.2 billion in the first nine months of the year, which is 30% more listings and a 50% increase in proceeds

relative to the same period last year. While the absolute value remains depressed and is still approximately 40% below the

capital raised during the first nine months of 2019, it is notable that follow-on transactions – often seen as a leading indicator

for IPO sentiment – are on the rise.

At $960 billion, U.S. institutional loan activity set an all-time record for the first nine months of the year. In the leveraged

loan market, spreads compressed to post-2008 lows as demand – driven entirely by still robust CLO issuance (net loan fund

flows turned negative in the quarter) – continued to outpace supply. When including high-yield bonds, full-year leveraged

finance issuance seems likely to exceed $1 trillion for only the third time in history. The main driver of this year’s record-

breaking institutional issuance continues to be the boom in refinancing and repricing transactions. However, the third quarter

saw a notable step down in those volumes relative to the first two quarters of the year; in fact, non-refinancing activity in the

U.S. exceeded a third of total issuance for the first time since the second quarter of 2022. Sponsors also took advantage of

favorable credit market conditions to issue the second-most (leveraged) dividends on record. September volumes alone totaled

$19.2 billion, the most for any month in the U.S. loan market by a wide margin.

Our carry fund portfolio appreciated 3% in the third quarter of 2024, our strongest quarterly appreciation since the second

quarter of 2022. Within our Global Private Equity segment in the third quarter, our corporate private equity funds appreciated

4%, driven by generally strong performance in the U.S. and Asia, buoyed by positive macro trends in those geographies and a

building exit pipeline. Our infrastructure and natural resources funds appreciated 2% in the quarter, reflecting stable commodity

prices, and our real estate funds appreciated 2%, benefiting from a cap rate environment that is still elevated but beginning to

thaw. Our Global Credit carry funds (which represent approximately 11% of the total Global Credit remaining fair value as of

September 30, 2024) appreciated 3% in the third quarter, while carry funds in our Global Investment Solutions segment

appreciated 2% in the third quarter.

Investment activity in our carry funds in the third quarter of 2024 generated realized proceeds of $6.8 billion, exceeding

invested capital of $3.9 billion and providing net positive distributions to our investors. As the recovery in deal activity

continues to gain momentum in the broader markets and the IPO market thaws, we expect to see increased activity in our carry

funds in the coming quarters. This activity includes our previously announced acquisitions of Worldpac, which closed on

November 1, and Vantive, which is expected to close in late 2024 or early 2025, as well as the IPOs of StandardAero and

Rigaku in October. Recovery in deal activity in the broader markets is also reflected in the more than 80% increase in capital

markets fees in the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.   

In our liquid credit strategy during the third quarter, we reset $2.8 billion in AUM across five CLOs, including

incremental fundraising of $0.2 billion, and refinanced one CLO. We generally seek to reset our CLOs to renew the

reinvestment period. In the absence of a reset, a CLO will begin to use cash flows to repay outstanding debt tranches, which

will reduce our AUM and Fee-earning AUM over time as the underlying collateral runs off.

Gross originations in our direct lending strategy totaled $1.3 billion in the third quarter of 2024, continuing a steady trend

of increases in gross originations since the second quarter of 2023, which was impacted by the slowdown in sponsor M&A

activity in 2022 and 2023. Dividend yields on our business development companies and CTAC as of September 30, 2024 were

approximately 11% and 10%, respectively.

We had $8.8 billion in new capital inflows in the third quarter, and $26.6 billion year-to-date, towards our previously

announced target of $40 billion of capital inflows in 2024. Although investors are beginning to see net positive distributions in

certain asset classes, the impact of net negative distributions to investors over the last two years, combined with heightened

geopolitical risk and continued global economic uncertainty, has compounded an already challenging fundraising landscape.

While we believe that we will continue to attract a significant amount of capital for our buyout funds, we have seen a decline in

buyout fund sizes across most geographies, which may continue to result in lower management fees in Global Private Equity in

the future.

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The SEC has put forth several rule proposals, and we are evaluating the potential impacts to our business and operations

and those of our portfolio companies. These proposals include, among others, safeguarding of advisory client assets for

registered investment advisers. In addition, the future of several final rules, such as the public company climate-related

disclosure rules and the private fund adviser rules, is in doubt pending the resolution of recent litigation. We are closely

evaluating potential impacts to our business of these rule proposals and adoptions and various financial, regulatory, and other

proposals put forth by the current and incoming Administration and Congress. The potential for policy changes may create

regulatory uncertainty for our investment strategies and our portfolio companies and could adversely affect our profitability and

the profitability of our portfolio companies.

Recent Developments

Dividends

In October, the Company’s Board of Directors declared a quarterly dividend of $0.35 per share to common stockholders

of record at the close of business on November 18, 2024, payable on November 25, 2024.

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Key Financial Measures

Our key financial measures and operating metrics are discussed in the following pages. Additional information regarding

U.S. GAAP measures and our other significant accounting policies can be found in Note 2, Summary of Significant Accounting

Policies, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Revenues

Revenues primarily consist of Fund management fees, Incentive fees, Investment income (including Performance

allocations, realized and unrealized gains of our investments in our funds and other principal investments), as well as Interest

and other income.

Fund management fees. Fund management fees include management fees and transaction and portfolio advisory fees. We

earn management fees for advisory services we provide to funds in which we hold a general partner interest or to funds or

certain portfolio companies with which we have an investment advisory or investment management agreement. These fees are

largely from either traditional closed-end, long-dated funds, which are highly predictable and stable, or Perpetual Capital

products as defined below. Management fees also include catch-up management fees, which are episodic in nature and

represent management fees charged to fund investors in subsequent closings of a fund which apply to the time period between

the fee initiation date and the subsequent closing date. We also earn management fees on our CLOs and other structured

products. 

Transaction and portfolio advisory fees. Transaction and portfolio advisory fees generally include capital markets fees

generated by Carlyle Global Capital Markets in connection with activities related to the underwriting, issuance and placement

of debt and equity securities, and loan syndication for our portfolio companies and third-party clients, which are generally not

subject to rebate offsets as described below with respect to our most recent vintages (but are subject to the rebate offsets set

forth below for older funds). Underwriting fees include gains, losses and fees arising from securities offerings in which we

participate in the underwriter syndicate.

Transaction and portfolio advisory fees also include fees we receive for the transaction and portfolio advisory services we

provide to our portfolio companies. When covered by separate contractual agreements, we recognize transaction and portfolio

advisory fees for these services when the performance obligation has been satisfied and collection is reasonably assured. We are

generally required to offset our fund management fees by the transaction and advisory fees earned, which we refer to as “rebate

offsets.”

The recognition of portfolio advisory fees, transactions fees, and capital markets fees can be volatile as they are primarily

generated by investment activity within our funds, and therefore are impacted by our investment pace.

Incentive fees. Incentive fees consist of performance-based incentive arrangements pursuant to management contracts,

primarily from certain of our Global Credit funds, 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.

Investment income (loss). Investment income (loss) consists of our performance allocations as well as the realized and

unrealized gains and losses resulting from our equity method investments and other principal investments. 

Performance allocations consist principally of the performance-based capital allocation from fund limited partners to us,

commonly referred to as carried interest, from certain of our investment funds, which we refer to as the “carry funds.” Carried

interest revenue is recognized by Carlyle upon appreciation of the valuation of our funds’ investments above certain return

hurdles as set forth in each respective partnership agreement and is based on the amount that would be due to us pursuant to the

fund partnership agreement at each period end as if the funds were liquidated at such date. Accordingly, the amount of carried

interest recognized as performance allocations reflects our share of the fair value 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. As

a result, the performance allocations earned in an applicable reporting period are not indicative of any future period, as fair

values are based on conditions prevalent as of the reporting date. Refer to “—Trends Affecting our Business” for further

discussion.

For any given period, performance allocations revenue on our statement of operations may include reversals of previously

recognized performance allocations due to a decrease in the value of a particular fund that results in a decrease of cumulative

performance allocations earned to date. Since fund return hurdles are cumulative, previously recognized performance

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allocations also may be reversed in a period of appreciation that is lower than the particular fund’s hurdle rate. Additionally,

unrealized performance allocations reverse when performance allocations are realized, and unrealized performance allocations

can be negative if the amount of realized performance allocations exceed total performance allocations generated in the period.

The timing and receipt of realized performance allocations varies with the lifecycle of our carry funds and there is often a

difference between the time we start accruing performance allocations and realization. The timing of performance allocations

realizations from our Global Investment Solutions, Carlyle Aviation, and Abingworth funds is typically later than in our other

carry funds based on the terms of such arrangements.

Under our arrangements with the historical owners and management teams of AlpInvest and Abingworth, the amount of

carried interest to which we are entitled varies. In some cases, we are entitled to 15% of the carried interest in respect of

commitments from the historical owners of AlpInvest for the period between 2011 and 2020. In certain instances, carried

interest associated with the AlpInvest fund vehicles is subject to entity level income taxes in the Netherlands. Additionally, in

connection with the acquisition of Abingworth, we are entitled to 15% of carried interest generated from certain Abingworth

funds.

Realized carried interest may be clawed back or given back to the fund if the fund’s investment values decline below

certain return hurdles, which vary from fund to fund. This amount is known as the “giveback obligation.” In all cases, each

investment fund is considered separately in evaluating carried interest and potential giveback obligations. 

Accrued performance allocations and accrued giveback obligations at a point in time assume a hypothetical liquidation of

the funds’ investments at their then current fair values. Each investment fund is considered separately in evaluating carried

interest and potential giveback obligations. These assets and liabilities will continue to fluctuate in accordance with the fair

values of the funds’ investments until they are realized. The Company uses “net accrued performance revenues” to refer to the

aggregation of the accrued performance allocations and incentive fees net of (i) accrued giveback obligations, (ii) accrued

performance allocations and incentive fee related compensation, (iii) performance allocations and incentive fee related tax

obligations, and (iv) accrued performance allocations and incentive fees attributable to non-controlling interests. Net accrued

performance revenues exclude any net accrued performance allocations and incentive fees that have been realized but will be

collected in subsequent periods, as well as net accrued performance revenues which are presented as fee related performance

revenues when realized in our non-GAAP financial measures. Realized performance allocation-related compensation associated

with our updated compensation program that has not yet been paid is also excluded from our net accrued performance

allocations.

In addition, realized performance allocations may be reversed in future periods to the extent that such amounts become

subject to a giveback obligation. The aggregate amount of giveback obligations realized since Carlyle’s inception totaled

$242.3 million, $160.8 million of which was related to various Legacy Energy Funds. Given that current and former senior

Carlyle professionals and other limited partners of the Carlyle Holdings partnerships are responsible for paying the majority of

the realized giveback obligation, only $72.3 million of the $242.3 million aggregate giveback obligation realized since

inception was attributable to Carlyle. The realization of giveback obligations for the Company’s portion of such obligations

reduces Distributable Earnings in the period realized. Further, each individual who holds equity interests in carried interest

generated by our funds and is a recipient of realized carried interest typically signs a guarantee agreement or partnership

agreement that personally obligates such person to return his/her pro rata share of any amounts of realized carried interest

previously distributed that are later clawed back. Accordingly, carried interest as performance allocation compensation is

subject to return to the Company in the event a giveback obligation is funded. Generally, the actual giveback liability, if any,

does not become due until the end of a fund’s life.

In addition, in our discussion of our non-GAAP results, we use the term “realized net performance revenues” to refer to

realized performance allocations and incentive fees from our funds, net of the portion allocated to our investment professionals,

and other employees and certain tax expenses associated with carried interest attributable to certain partners and employees,

which are reflected as realized performance allocations and incentive fees related compensation expense. See “—Non-GAAP

Financial Measures” and “—Segment Analysis” for the amount of realized net performance revenues recognized each period

and related discussion.

Investment income also represents the realized and unrealized gains and losses on our principal investments, including

our investments in Carlyle funds that are not consolidated, and our strategic investments in NGP as described below, as well as

any interest and other income. Realized principal investment income (loss) is recorded when we redeem all or a portion of our

investment or when we receive or are due cash income, such as dividends or distributions. A realized principal investment loss

is also recorded when an investment is deemed to be worthless. Unrealized principal investment income (loss) results from

changes in the fair value of the underlying investment, as well as the reversal of previously recognized unrealized gains (losses)

at the time an investment is realized.

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We account for our investments in NGP under the equity method of accounting. Our investments in NGP include the

equity interests in NGP Management Company, L.L.C. (“NGP Management”) and the general partners of certain carry funds

advised by NGP. These interests entitle us 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 certain NGP funds as well as 47.5% (40% or 42.75% in the case

of certain funds) of the performance allocations that NGP receives from the NGP Carry Funds. We record investment income

(loss) for our equity income allocation from NGP management fee related revenues and also record our share of any allocated

expenses from NGP Management, as well as expenses associated with the compensatory elements of the strategic investment.

We also record our equity income allocation from NGP performance allocations in principal investment income (loss) from

equity method investments rather than performance allocations in our condensed consolidated statements of operations. We do

not control or manage NGP. Moreover, we do not operate NGP’s business, have representation on NGP’s board or serve as an

investment advisor to any investment fund sponsored by NGP, nor do we direct the operations of any of NGP portfolio

companies. While we have consent rights over certain major actions by NGP outside of the ordinary course of NGP’s business

(including, for example, consent rights over items such as amendments to the organizational documents of the entity in which

we are invested, changes to the management fee streams earned by NGP under its fund agreements, or the incurrence of certain

debt by NGP and other similar items), we have no voting rights or consent rights on any NGP investment committee that selects

investments to be made by NGP funds. For further information regarding our strategic investments in NGP, refer to Note 4,

Investments, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Interest and other income. Interest and other income primarily represents reimbursement of certain costs incurred on

behalf of our funds as well as interest income that we earn such as from our cash and money market accounts and other

investments, including CLO senior and subordinated notes.

Interest and other income of Consolidated Funds. Interest and other income of Consolidated Funds primarily represents

the interest earned on assets of consolidated CLOs.

Net investment income (loss) of Consolidated Funds. Net investment income (loss) of Consolidated Funds generally

measures the change in the difference in fair value between the assets and the liabilities of the Consolidated Funds. Income

(loss) indicates that the fair value of the assets of the Consolidated Funds appreciated more (less), or depreciated less (more),

than the fair value of the liabilities of the Consolidated Funds. Income or loss is not necessarily indicative of the investment

performance of the Consolidated Funds and does not impact the management or incentive fees received by Carlyle for its

management of the Consolidated Funds. The portion of the net investment income (losses) of Consolidated Funds attributable

to the limited partner investors is allocated to non-controlling interests. Therefore, income or loss is not expected to have a

material impact on the revenues or profitability of the Company. Moreover, although the assets of the Consolidated Funds are

consolidated onto our balance sheet pursuant to U.S. GAAP, ultimately we do not have recourse to such assets and such

liabilities are generally non-recourse to us. Therefore, income or loss from the Consolidated Funds generally does not impact

the assets available to our common stockholders.

Expenses

Compensation and benefits. Compensation includes salaries, bonuses, equity-based compensation, and performance

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

We recognize as compensation expense the portion of performance allocations and incentive fees that are due to our

employees, senior Carlyle professionals, advisors, and operating executives in a manner consistent with how we recognize the

performance allocations and incentive fee revenue. These amounts are accounted for as compensation expense in conjunction

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

compensation and benefits liability. Compensation in respect of performance allocations and incentive fees is paid when the

related performance allocations and incentive fees are realized, and not when such performance allocations and incentive fees

are accrued. The funds do not have a uniform allocation of performance allocations and incentive fees to our employees, senior

Carlyle professionals, advisors, and operating executives. However, subsequent to the updates made to our compensation

strategy effective December 31, 2023, we generally allocate a range of 60% to 70% of performance allocations and incentive

fees to our employees. As a result, the portion of performance allocations and incentive fees paid as compensation has increased

and cash-based compensation and benefits has decreased in 2024 compared to the prior period.

In addition, we have implemented various equity-based compensation arrangements that require senior Carlyle

professionals and other employees to provide services over a service period of generally one year to four years in order to vest

in the applicable equity interests, which under U.S. GAAP will result in compensation charges over current and future periods.

In certain of our equity-based compensation arrangements, vesting is based on the achievement of certain performance targets

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or market conditions (see Note 14, Equity-Based Compensation). Compensation charges associated with all equity-based

compensation grants are excluded from Fee Related Earnings and Distributable Earnings.

We may hire additional individuals and overall compensation levels may correspondingly increase, which could result in

an increase in compensation and benefits expense.  As a result of prior acquisitions, we have charges associated with contingent

consideration taking the form of earn-outs and profit participation, some of which are reflected as compensation expense.

General, administrative and other expenses. General, administrative and other expenses include occupancy and

equipment expenses and other expenses, which consist principally of professional fees, including those related to our global

regulatory compliance program, external costs of fundraising, travel and related expenses, communications and information

services, depreciation and amortization (including intangible asset amortization and impairment), bad debt expense, and foreign

currency transactions. We expect that general, administrative and other expenses will vary due to infrequently occurring or

unusual items, such as impairment of intangible assets or lease right-of-use assets and expenses or insurance recoveries

associated with litigation and contingencies. Also, in periods of significant fundraising, to the extent that we use third parties to

assist in our fundraising efforts, our general, administrative and other expenses may increase accordingly. Similarly, our

general, administrative and other expenses may increase as a result of professional and other fees incurred as part of due

diligence related to strategic acquisitions and new product development. Additionally, we anticipate that general, administrative

and other expenses will fluctuate from period to period due to the impact of foreign exchange transactions.

Interest and other expenses of Consolidated Funds. Interest and other expenses of Consolidated Funds consist primarily

of interest expense related primarily to loans of consolidated CLOs, professional fees and other third-party expenses.

Income taxes. Income taxes are accounted for using the asset and liability method of accounting. Under this method,

deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying

amounts of assets and liabilities and their respective tax basis, using currently enacted tax rates. The effect on deferred tax

assets and liabilities of a change in tax rates is recognized in income in the period in which the change is enacted. Deferred tax

assets are reduced by a valuation allowance when it is more likely than not that some or all of the deferred tax assets will not be

realized. 

Non-controlling Interests in Consolidated Entities. Non-controlling interests in consolidated entities represent the

component of equity in consolidated entities not held by us. These interests are adjusted for general partner allocations.

Earnings Per Common Share. We compute 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.

Non-GAAP Financial Measures

Distributable Earnings. Distributable Earnings, or “DE,” is a key performance benchmark used in our industry and is

evaluated regularly in making resource deployment and compensation decisions, and in assessing the performance of our three

segments. We also use DE in our budgeting, forecasting, and the overall management of our segments. We believe that

reporting DE is helpful to understanding our business and that investors should review the same supplemental financial measure

that management uses to analyze our segment performance. DE is intended to show the amount of net realized earnings without

the effects of consolidation of the Consolidated Funds. DE is derived from our segment reported results and is an additional

measure 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

interest 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 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 consideration 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, and certain

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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. We believe the inclusion

or exclusion of these items provides investors with a meaningful indication of our core operating performance. This measure

supplements and should be considered in addition to and not in lieu of the results of operations discussed further under “—

Consolidated Results of Operations” prepared in accordance with U.S. GAAP.

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 from investments in Carlyle funds, and net interest (interest

income less interest expense). Fee Related Earnings includes fee related performance revenues and related compensation

expense, which is generally approximately 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.

Operating Metrics

We monitor certain operating metrics that are common to the asset management industry.

Fee-earning Assets under Management. Fee-earning assets under management or Fee-earning AUM refers to the assets

we manage or advise from which we derive recurring fund management fees. Our Fee-earning AUM is generally based on one

of the following, once fees have been activated:

(a)the amount of limited partner capital commitments, generally for carry funds where the original investment period

has not expired and for AlpInvest carry funds during the commitment fee period (see “Fee-earning AUM based on

capital commitments” in the table below for the amount of this component at each period);

(b)the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-

investment vehicles where the original investment period has expired (see “Fee-earning AUM based on invested

capital” in the table below for the amount of this component at each period);

(c)the amount of aggregate fee-earning collateral balance at par of our CLOs and other securitization vehicles, as

defined in the fund indentures (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions)

as of the quarterly cut-off date;

(d)the external investor portion of the net asset value of certain carry funds (see “Fee-earning AUM based on net

asset value” in the table below for the amount of this component at each period);

(e)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement (see

“Fee-earning AUM based on fair value and other” in the table below);

(f)the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our

business development companies and certain carry funds (included in “Fee-earning AUM based on lower of cost

or fair value and other” in the table below); and

(g)the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee

period has expired and certain carry funds where the investment period has expired, (included in “Fee-earning

AUM based on lower of cost or fair value and other” in the table below).

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The chart below presents Fee-earning AUM by segment at each period, in billions.

The table below details Fee-earning AUM by its respective components at each period.

	As of September 30,
	2024		2023
Consolidated Results	(Dollars in millions)
Components of Fee-earning AUM
Fee-earning AUM based on capital commitments	$71,247		$71,399
Fee-earning AUM based on invested capital	73,090		67,359
Fee-earning AUM based on collateral balances, at par	46,454		49,713
Fee-earning AUM based on net asset value	21,992		17,846
Fee-earning AUM based on fair value and other	100,824		66,710
Balance, End of Period(1)	$313,607		$273,027

(1)Ending balances as of September 30, 2024 and 2023 exclude $21.0 billion and $10.5 billion, respectively, of pending Fee-earning AUM

for which fees have not yet been activated.

The table below provides the period to period rollforward of Fee-earning AUM.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Consolidated Results	(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period	$307,345		$271,399		$307,418		$266,577
Inflows(1)	5,359		10,272		21,259		19,339
Outflows (including realizations)(2)	(5,129)		(4,885)		(18,582)		(12,027)
Market Activity & Other(3)	4,184		(1,901)		3,235		385
Foreign Exchange(4)	1,848		(1,858)		277		(1,247)
Balance, End of Period	$313,607		$273,027		$313,607		$273,027

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(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based on

commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are based

on invested capital, the fee-earning collateral balance of new CLO issuances, closed reinsurance transactions at Fortitude, as well as

gross subscriptions in our vehicles for which management fees are based on net asset value. Inflows exclude fundraising amounts during

the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM. Inflows for the nine months

ended September 30, 2023 include $2.4 billion of Fee-earning AUM related to closed reinsurance transactions at Fortitude.

(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair

value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has

expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-end funds, and outflows

from our liquid credit products. Distributions for funds earning management fees based on commitments during the period do not affect

Fee-earning AUM.

(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower

of cost or fair value and net asset value, activity of funds with fees based on gross asset value, and changes in the fair value of Fortitude’s

general account assets covered by the strategic advisory services agreement.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Refer to “—Segment Analysis” for a detailed discussion by segment of the activity affecting Fee-earning AUM for each

of the periods presented by segment.

Assets under Management. Assets under management or “AUM” refers to the assets we manage or advise. Our AUM

generally equals the sum of the following:

(a)  the aggregate fair value of our carry funds and related co-investment vehicles, and separately managed accounts, plus

the capital that Carlyle is entitled to call from investors in those funds and vehicles (including Carlyle commitments to

those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the terms of their capital

commitments to those funds and vehicles;

(b) the amount of aggregate collateral balance and principal cash at par or aggregate principal amount of the notes of our

CLOs and other structured products (inclusive of all positions);

(c) the net asset value of certain carry funds;

(d)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement; and

(e) the gross assets (including assets acquired with leverage) of our business development companies, plus the capital that

Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their capital commitments to those

vehicles.

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The chart below presents Total AUM by segment at each period, in billions.

We include in our calculation of AUM and Fee-earning AUM the NGP Energy Funds that are advised by NGP. Our

calculation of AUM also includes third-party capital raised for the investment in Fortitude through a Carlyle-affiliated

investment fund and from strategic investors who directly invest in Fortitude alongside the fund. The AUM and Fee-earning

AUM related to the strategic advisory services agreement with Fortitude is inclusive of the net asset value of investments in

Carlyle products. These amounts are also reflected in the AUM and Fee-earning AUM of the strategy in which they are

invested.

For most of our Global Private Equity and Global Investment Solutions carry funds, total AUM includes the fair value of

the capital invested, whereas Fee-earning AUM includes the amount of capital commitments or the remaining amount of

invested capital, depending on whether the original investment period for the fund has expired. As such, Fee-earning AUM may

be greater than total AUM when the aggregate fair value of the remaining investments is less than the cost of those investments.

Our calculations of AUM and Fee-earning AUM may differ from the calculations of other asset managers. As a result,

these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of

AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment

funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management

fees or performance allocations. Our calculations of AUM or Fee-earning AUM are not based on any definition of AUM or

Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.

We generally use Fee-earning AUM as a metric to measure changes in the assets from which we earn recurring

management fees. Total AUM tends to be a better measure of our investment and fundraising performance as it reflects

investments at fair value plus available capital.

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The table below provides the period to period rollforward of Total AUM.

	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
Consolidated Results	(Dollars in millions)
Total AUM Rollforward
Balance, Beginning of Period	$434,620		$425,994
Inflows(1)	8,825		26,585
Outflows (including realizations)(2)	(10,144)		(23,742)
Market Activity & Other(3)	10,906		17,973
Foreign Exchange(4)	3,197		594
Balance, End of Period	$447,404		$447,404

(1)Inflows reflects the impact of gross fundraising and closed reinsurance transactions at Fortitude during the period. For funds or vehicles

denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric

is translated at the spot rate for each individual closing.

(2)Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and separately

managed accounts, gross redemptions in our open-end funds, outflows from our liquid credit products, and the expiration of available

capital.

(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and

related co-investment vehicles, and separately managed accounts, as well as the net impact of fees, expenses and non-investment income,

change in gross asset value for our business development companies, changes in the fair value of Fortitude’s general account assets

covered by the strategic advisory services agreement, and other changes in AUM.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Please refer to “—Segment Analysis” for a detailed discussion by segment of the activity affecting Total AUM for each

of the periods presented.

Available Capital. “Available Capital” refers to the amount of capital commitments available to be called for investments,

which may be reduced for equity invested that is funded via a fund credit facility and expected to be called from investors at a

later date, plus any additional assets/liabilities at the fund level other than active investments. Amounts previously called may

be added back to available capital following certain distributions. “Expired Available Capital” occurs when a fund has passed

the investment and follow-on periods and can no longer invest capital into new or existing deals. Any remaining Available

Capital, typically a result of either recycled distributions or specific reserves established for the follow-on period that are not

drawn, can only be called for fees and expenses and is therefore removed from the Total AUM calculation.

Perpetual Capital. “Perpetual Capital” refers to the assets we manage or advise which have an indefinite term and for

which there is no immediate requirement to return capital to investors upon the realization of investments made with such

capital, except as required by applicable law. Perpetual Capital may be materially reduced or terminated under certain

conditions, including reductions from changes in valuations and payments to investors, including through elections by investors

to redeem their investments, dividend payments, and other payment obligations, as well as the termination of or failure to renew

the respective investment advisory agreements. Perpetual Capital includes: (a) assets managed under the strategic advisory

services agreement with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies and certain other

direct lending products, (d) Carlyle Tactical Private Credit Fund (“CTAC”), and (e) our closed-end tender offer Carlyle

AlpInvest Private Markets (“CAPM”) funds. As of September 30, 2024, our total AUM and Fee-earning AUM included $98.7

billion and $95.4 billion, respectively, of Perpetual Capital.

Performance Fee Eligible AUM. “Performance Fee Eligible AUM” represents the AUM of funds for which we are

entitled to receive performance allocations, inclusive of the fair value of investments in those funds (which we refer to as

“Performance Fee Eligible Fair Value”) and their Available Capital. Performance Fee Eligible Fair Value is “Performance Fee-

Generating” when the associated fund has achieved the specified investment returns required under the terms of the fund’s

agreement and is accruing performance revenue as of the quarter-end reporting date. Funds whose performance allocations are

treated as fee related performance allocations are excluded from these metrics. As of September 30, 2024, our total AUM

included $231.3 billion of Performance Fee Eligible AUM.

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Consolidation of Certain Carlyle Funds

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

beneficiary of variable interest entities. The entities we consolidate are referred to collectively as the Consolidated Funds in our

condensed consolidated financial statements. As of September 30, 2024, our Consolidated Funds represent approximately 2%

of our AUM; 1% of our management fees for both the three and nine months ended September 30, 2024; and less than 1% of

our total investment income or loss on an unconsolidated basis for both the three and nine months ended September 30, 2024,

respectively.

We are not required under the consolidation guidance to consolidate in our financial statements most of the investment

funds we advise. However, we consolidate certain CLOs and certain other funds that we advise. As of September 30, 2024, the

assets and liabilities of the Consolidated Funds were primarily related to our consolidated CLOs, which held approximately

$7.1 billion of total assets of the Consolidated Funds. The assets and liabilities of the Consolidated Funds are generally held

within separate legal entities and, as a result, the liabilities of the Consolidated Funds are non-recourse to us.

Generally, the consolidation of the Consolidated Funds has a gross-up effect on our assets, liabilities and cash flows but

has no net effect on the net income attributable to the Company and equity. The majority of the net economic ownership

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

financial statements.

The Consolidated Funds are not the same entities in all periods presented. The Consolidated Funds in future periods may

change due to changes in fund terms, formation of new funds, and terminations of funds. Because only a small portion of our

funds are consolidated, the performance of the Consolidated Funds is not necessarily consistent with or representative of the

combined performance trends of all of our funds.

For further information on our consolidation policy and the consolidation of certain funds, see Note 2, Summary of

Significant Accounting Policies, to the condensed consolidated financial statements included in this Quarterly Report on

Form 10-Q.

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Consolidated Results of Operations

The following table and discussion sets forth information regarding our condensed consolidated results of operations for

the three and nine months ended September 30, 2024 and 2023. The condensed consolidated financial statements have been

prepared on substantially the same basis for all historical periods presented; however, the consolidated funds are not the same

entities in all periods shown due to changes in fund terms and the creation and termination of funds. As further described above,

the consolidation of these funds primarily has the impact of increasing interest and other income of Consolidated Funds, interest

and other expenses of Consolidated Funds, and net investment income (losses) of Consolidated Funds in the year that the fund

is initially consolidated. The consolidation of these funds had no effect on net income attributable to the Company for the

periods presented.

	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2024		2023		$		%		2024		2023		$		%
	(Dollars in millions)
Revenues
Fund management fees	$532.7		$502.6		$30.1		6%		$1,590.7		$1,511.2		$79.5		5%
Incentive fees	38.7		21.1		17.6		83%		96.2		61.9		34.3		55%
Investment income (loss)
Performance allocations	1,785.5		(118.3)		1,903.8		NM		1,826.7		(204.3)		2,031.0		NM
Principal investment income	46.0		100.6		(54.6)		(54)%		207.2		105.1		102.1		97%
Total investment income (loss)	1,831.5		(17.7)		1,849.2		NM		2,033.9		(99.2)		2,133.1		NM
Interest and other income	52.2		57.9		(5.7)		(10)%		161.9		152.1		9.8		6%
Interest and other income of Consolidated Funds	180.1		152.7		27.4		18%		510.6		411.7		98.9		24%
Total revenues	2,635.2		716.6		1,918.6		268%		4,393.3		2,037.7		2,355.6		116%
Expenses
Compensation and benefits
Cash-based compensation and benefits	207.5		267.6		(60.1)		(22)%		635.7		798.4		(162.7)		(20)%
Equity-based compensation	121.6		64.4		57.2		89%		355.1		186.8		168.3		90%
Performance allocations and incentive fee related compensation	1,151.0		(53.9)		1,204.9		NM		1,222.4		(40.4)		1,262.8		NM
Total compensation and benefits	1,480.1		278.1		1,202.0		NM		2,213.2		944.8		1,268.4		134%
General, administrative and other expenses	176.6		143.0		33.6		23%		512.2		470.7		41.5		9%
Interest	30.3		31.4		(1.1)		(4)%		91.5		91.8		(0.3)		—%
Interest and other expenses of Consolidated Funds	162.0		102.5		59.5		58%		438.7		298.3		140.4		47%
Other non-operating expenses (income)	(0.1)		0.1		(0.2)		NM		(0.2)		0.2		(0.4)		NM
Total expenses	1,848.9		555.1		1,293.8		233%		3,255.4		1,805.8		1,449.6		80%
Other income (loss)
Net investment income (loss) of Consolidated Funds	2.5		(9.3)		11.8		NM		(9.6)		9.9		(19.5)		NM
Income before provision for income taxes	788.8		152.2		636.6		NM		1,128.3		241.8		886.5		NM
Provision for income taxes	173.1		41.2		131.9		NM		264.5		68.2		196.3		NM
Net income	615.7		111.0		504.7		NM		863.8		173.6		690.2		NM
Net income attributable to non- controlling interests in consolidated entities	20.0		29.7		(9.7)		(33)%		54.3		90.0		(35.7)		(40)%
Net income attributable to The Carlyle Group Inc. Common Stockholders	$595.7		$81.3		$514.4		NM		$809.5		$83.6		$725.9		NM

NM - Not meaningful

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Revenues

Fund management fees. Fund management fees increased $30.1 million, or 6.0%, for the three months ended September

30, 2024, as compared to the three months ended September 30, 2023, and increased $79.5 million, or 5.3%, for the nine

months ended September 30, 2024, as compared to the nine months ended September 30, 2023, primarily due to the following:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024 v. 2023
	(Dollars in millions)
Higher management fees from the commencement of the investment period for certain newly raised funds	$34.0		$80.0
Lower management fees resulting from the change in basis from commitments to invested capital and step-downs in rate for certain funds, and the impact of net investment activity in funds whose management fees are based on invested capital, including the impact of changes in the base under the strategic advisory services agreement with Fortitude	(14.2)		(23.6)
Decrease in catch-up management fees from subsequent closes of funds that are in the fundraising period	(4.7)		(10.1)
Higher transaction and portfolio advisory fees	15.7		35.7
All other changes	(0.7)		(2.5)
Total increase in Fund management fees(1)	$30.1		$79.5

(1)Total increase in Fund management fees does not include our equity income allocation from NGP management fee related revenues. We do not control

NGP and account for our strategic investment in NGP as an equity method investment under U.S. GAAP. Therefore, Fund management fees associated

with NGP are included in Principal investment income (loss) in our U.S. GAAP results.

For the three and nine months ended September 30, 2024, no funds generated over 10% of total management fees.

Management fees attributable to Carlyle Partners VIII, L.P. (“CP VIII”), our eighth U.S. buyout fund, were approximately 11%

of fund management fees recognized during the three and nine months ended September 30, 2023. No other fund generated

over 10% of total management fees for the three and nine months ended September 30, 2023. Fee-earning assets under

management in our Global Credit and Global Investment Solutions businesses have grown 28% and 22%, respectively, over the

last twelve months, while Global Private Equity has decreased 4%. As a result, Fund management fees increased in Global

Credit and Global Investment Solutions and decreased in Global Private Equity, due in part to smaller buyout fund sizes in our

corporate private equity strategy.

Fund management fees include transaction and portfolio advisory fees, net of rebate offsets, of $25.1 million and

$9.4 million for the three months ended September 30, 2024 and 2023, respectively, and $75.1 million and $39.3 million for the

nine months ended September 30, 2024 and 2023, respectively. These fees primarily comprise capital market fees generated by

Carlyle Global Capital Markets. The recognition of portfolio advisory fees, transactions fees, and capital markets fees can be

volatile as they are primarily generated by investment activity within our funds, and therefore are impacted by our investment

pace. See “—Trends Affecting Our Business” for further discussion on our investment activity and broader market trends.

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Investment income (loss). Investment income (loss) increased $1.8 billion for the three months ended September 30,

2024, as compared to the three months ended September 30, 2023, and increased $2.1 billion for the nine months ended

September 30, 2024, as compared to the nine months ended September 30, 2023. The components of Investment income (loss)

are included in the following table:

	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2024		2023		$		%		2024		2023		$		%
	(Dollars in millions)
Performance allocations	$1,785.5		$(118.3)		$1,903.8		NM		$1,826.7		$(204.3)		$2,031.0		NM
Principal investment income:
Investment income from NGP, which includes performance allocations	34.7		74.9		(40.2)		(54)%		85.2		145.7		(60.5)		(42)%
Investment income (loss) from our carry funds:
Global Private Equity	23.1		1.7		21.4		NM		36.9		11.9		25.0		210%
Global Credit	3.9		(5.6)		9.5		NM		12.6		1.7		10.9		NM
Global Investment Solutions	15.1		0.5		14.6		NM		21.9		8.7		13.2		152%
Investment income (loss) from our CLOs	(7.5)		10.9		(18.4)		NM		21.5		27.5		(6.0)		(22)%
Investment income (loss) from Carlyle FRL	21.2		12.9		8.3		64%		30.8		(100.7)		131.5		NM
Investment income from our other Global Credit products	(42.5)		7.7		(50.2)		NM		(13.6)		21.0		(34.6)		NM
Investment income (loss) on foreign currency hedges	0.3		(2.8)		3.1		NM		5.2		0.3		4.9		NM
All other investment income (loss)	(2.3)		0.4		(2.7)		NM		6.7		(11.0)		17.7		NM
Total Principal investment income	46.0		100.6		(54.6)		(54)%		207.2		105.1		102.1		97%
Total Investment income (loss)	$1,831.5		$(17.7)		$1,849.2		NM		$2,033.9		$(99.2)		$2,133.1		NM

Performance allocations. Performance allocations by segment for the three months ended September 30, 2024 and 2023

and nine months ended September 30, 2024 and 2023 comprised the following:

	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2024		2023		$		%		2024		2023		$		%
	(Dollars in millions)
Global Private Equity	$1,625.8		$(188.2)		$1,814.0		NM		$1,447.3		$(519.6)		$1,966.9		NM
Global Credit	58.7		45.3		13.4		30%		170.0		116.4		53.6		46%
Global Investment Solutions	101.0		24.6		76.4		NM		209.4		198.9		10.5		5%
Total performance allocations	$1,785.5		$(118.3)		$1,903.8		NM		$1,826.7		$(204.3)		$2,031.0		NM

Performance allocations for the three and nine months ended September 30, 2024 included the following:

•In our Global Private Equity segment for the three and nine months ended September 30, 2024, performance

allocation accruals were primarily driven by appreciation in our CP VII fund, and to a lesser extent appreciation in

our CP VIII and CAP V funds, partially offset by the reversal of performance allocations in our CEP V and CP VI

funds due to portfolio depreciation.

•In our Global Credit segment for the three and nine months ended September 30, 2024, performance allocation

accruals were primarily driven by appreciation in our credit opportunities funds.

•In our Global Investment Solutions segment for the three and nine months ended September 30, 2024, performance

allocation accruals were primarily driven by appreciation in our secondaries & portfolio finance and co-investment

strategies.

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Performance allocations for the three and nine months ended September 30, 2023 included the following:

•In our Global Private Equity segment for the three and nine months ended September 30, 2023, the reversal of

performance allocations were primarily driven by CP VII, as preferred returns outpaced portfolio appreciation, and

the impact of portfolio depreciation in CP VI.

•In our Global Credit segment for the three and nine months ended September 30, 2023, performance allocation

accruals were primarily driven by portfolio appreciation in our opportunistic credit funds.

•In our Global Investment Solutions segment, performance allocation accruals for the three and nine months ended

September 30, 2023 were primarily driven by our secondaries & portfolio finance and co-investment strategies.

See “—Trends Affecting Our Business” for further discussion on the macroeconomic, geopolitical and industry landscape

and our investment activity.

Principal investment income. The decrease in Principal investment income for the three months ended September 30,

2024 compared to the three months ended September 30, 2023 was primarily attributable to a decrease in investment income in

our other Global Credit products related to a $48.5 million reversal of previously recorded unrealized investment income on our

investment in the BDC Preferred Shares due to the proposed merger between CSL and another Carlyle-advised BDC, which we

expect will result in higher fund management fees in CSL in future periods (refer to Note 9, Related Party Transactions, to the

condensed consolidated financial statements for more information). The decrease was also driven by a decrease in investment

income related to our equity method investments in the general partners of certain carry funds advised by NGP, primarily

driven by lower portfolio appreciation in NGP XI and NGP XII. The decrease for the three months ended September 30, 2024

also included investment losses on our CLOs, primarily related to our U.S. CLOs, compared to investment gains in the

comparable period. These decreases were partially offset by an increase in investment income from our carry funds.

The increase in Principal investment income for the nine months ended September 30, 2024 compared to the nine

months ended September 30, 2023 was primarily due to an investment loss of $104.0 million during the nine months ended

September 30, 2023 related to our equity method investment in Carlyle FRL, which was recorded as a result of the dilution of

our indirect ownership in Fortitude (see Note 4, Investments, to the condensed consolidated financial statements for more

information), partially offset by a decrease in investment income in our other Global Credit products driven by the reversal of

unrealized investment income on our investment in the BDC Preferred Shares as discussed above, as well as a decrease in

investment income related to our equity method investment in the general partners of certain carry funds advised by NGP,

primarily driven by lower portfolio appreciation in NGP XI and NGP XII. In addition, other investment income in the nine

months ended September 30, 2023 includes an unrealized investment loss of $13.3 million associated with the remeasurement

of a corporate investment in equity securities, which was previously carried at cost, resulting from an observable price change

pursuant to ASC 321, Investments–Equity Securities.

Interest and other income. Interest and other income decreased $5.7 million for the three months ended September 30,

2024 as compared to the three months ended September 30, 2023, primarily driven by a decrease in the reimbursement of

certain costs incurred on behalf of Carlyle funds. Interest and other income increased $9.8 million for the nine months ended

September 30, 2024 as compared to the nine months ended September 30, 2023, primarily as a result of an increase in interest

income from higher yields on cash and investments in CLO notes.

Interest and other income of Consolidated Funds. Interest and other income of Consolidated Funds increased $27.4

million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and

increased $98.9 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30,

2023, driven in each period primarily by an increase in interest income from consolidated CLOs. Our CLOs generate interest

income primarily from investments in bonds and loans, inclusive of amortization of discounts, and generate other income from

consent and amendment fees. Substantially all interest and other income of the CLOs and other consolidated funds together

with interest expense of our CLOs and net investment gains (losses) of Consolidated Funds is attributable to the related funds’

limited partners or CLO investors. Accordingly, such amounts have no material impact on net income attributable to the

Company.

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Expenses

Compensation and benefits. Total compensation and benefits increased $1.2 billion for the three months ended September

30, 2024, as compared to the three months ended September 30, 2023, and increased $1.3 billion for the nine months ended

September 30, 2024, as compared to the nine months ended September 30, 2023. The increase for the three and nine months

ended September 30, 2024 was driven by an increase in Performance allocations and incentive fee related compensation of $1.2

billion and $1.3 billion, respectively, and an increase in equity-based compensation of $57.2 million and $168.3 million,

respectively. These increases were partially offset by a decrease in cash-based compensation and benefits of $60.1 million and

$162.7 million for the three and nine months ended September 30, 2024, respectively.

Cash-based compensation and benefits. The decrease in Cash-based compensation and benefits during each of the three

and nine months ended September 30, 2024 was primarily due to the updates to our compensation program under which we pay

a greater portion of compensation from performance allocations.

Equity-based compensation. The increase in Equity-based compensation during each of the three and nine months ended

September 30, 2024 was driven by an increase in restricted stock units granted in 2024. In February 2024, we granted

18.1 million restricted stock units, including 13.2 million restricted stock units granted to certain Carlyle professionals that are

subject to vesting based on the achievement of stock price performance conditions over a service period of three years. The

grant date fair value of the awards subject to stock price performance conditions was approximately $347 million and the three

and nine months ended September 30, 2024 include $54.8 million and $143.7 million, respectively, of equity-based

compensation expense related to these awards. Equity-based compensation related to these awards will decline in 2025 as the

recognition of expense for these awards is more heavily weighted to the earlier years of the service period. Such expense is

incurred regardless of whether the stock price performance conditions are achieved. In February 2023, we granted a total of

9.9 million restricted stock units to our personnel, including certain senior Carlyle professionals and other key personnel, as

well as an aggregate 6.8 million of time- and performance-based inducement equity awards in connection with the appointment

of our Chief Executive Officer.

Performance allocations and incentive fee related compensation. The increase in Performance allocations and incentive

fee related compensation expense during each of the three and nine months ended September 30, 2024 was primarily driven by

accruals of Performance allocations on which the related compensation is based, as well as the increase in the proportion of our

Performance allocations used to compensate our personnel as part of an update to our compensation program, which was

effective December 31, 2023.

General, administrative and other expenses. General, administrative and other expenses increased $33.6 million for the

three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to an

increase in foreign translation adjustments of $29.8 million, reflecting a foreign exchange loss for the three months ended

September 30, 2024 compared to a foreign exchange gain for the three months ended September 30, 2023 related to the

movement in the Euro relative to the U.S. dollar, as well as an increase in partnership expenses paid by the Company on behalf

of the Carlyle funds of $8.2 million. These were partially offset by a decrease in professional fees of $14.1 million. General,

administrative and other expenses increased $41.5 million for the nine months ended September 30, 2024 as compared to the

nine months ended September 30, 2023, primarily driven by an increase in liabilities for litigation-related contingencies,

regulatory examination and inquiries, and other matters of $35.0 million, as well as an increase in partnership expenses paid by

the Company on behalf of the Carlyle funds of $10.9 million. These were partially offset by a decrease in professional fees of

$15.7 million.

Interest and other expenses of Consolidated Funds. Interest and other expenses of Consolidated Funds increased $59.5

million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and

increased $140.4 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30,

2023, primarily due to higher interest expense on the consolidated CLOs. The CLOs incur interest expense on their loans

payable and incur other expenses consisting of trustee fees, rating agency fees and professional fees. Substantially all interest

and other income of our CLOs together with interest expense of our CLOs and net investment gains (losses) of Consolidated

Funds is attributable to the related funds’ limited partners or CLO investors. Accordingly, such amounts have no material

impact on net income attributable to the Company.

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Net investment income (loss) of Consolidated Funds. The table below summarizes the components of Net investment

income (loss) of Consolidated Funds, including our consolidated CLOs and certain other funds:

	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2024		2023		$		%		2024		2023		$		%
	(Dollars in millions)
Realized losses	$(4.5)		$(24.1)		$19.6		(81)%		$(49.1)		$(63.0)		$13.9		(22)%
Net change in unrealized gains (losses)	(20.4)		145.7		(166.1)		(114)%		107.2		325.7		(218.5)		(67)%
Total gains (losses)	(24.9)		121.6		(146.5)		NM		58.1		262.7		(204.6)		(78)%
Gains (losses) from liabilities of CLOs	27.4		(130.9)		158.3		NM		(67.7)		(252.8)		185.1		(73)%
Total net investment income (loss) of Consolidated Funds	$2.5		$(9.3)		$11.8		NM		$(9.6)		$9.9		$(19.5)		NM

Provision for income taxes. The Company’s provision (benefit) for income taxes was $173.1 million and $41.2 million

for the three months ended September 30, 2024 and 2023, respectively, and $264.5 million and $68.2 million for the nine

months ended September 30, 2024 and 2023, respectively. The Company’s effective tax rate was approximately 22% and 27%

for the three months ended September 30, 2024 and 2023, respectively, and approximately 23% and 28% for the nine months

ended September 30, 2024 and 2023, respectively. The effective tax rate for each of the nine months ended September 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 nine months ended September 30, 2024 also includes an increase related to other non-

deductible expenses. 

As of September 30, 2024 and December 31, 2023, the Company had federal, state, local and foreign taxes payable of

$26.5 million and $46.9 million, respectively, which is recorded as a component of accounts payable, accrued expenses and

other liabilities in the accompanying condensed consolidated balance sheets.

Net income attributable to non-controlling interests in consolidated entities. Net income attributable to non-controlling

interests in consolidated entities was $20.0 million for the three months ended September 30, 2024 as compared to $29.7

million for the three months ended September 30, 2023, and $54.3 million for the nine months ended September 30, 2024 as

compared to $90.0 million for the nine months ended September 30, 2023. These amounts are primarily attributable to the net

earnings of the Consolidated Funds for each period, which are substantially all allocated to the related fund’s limited partners or

CLO investors, as well as net earnings from our Insurance Solutions business and certain other products that are allocated to

certain third party investors. These amounts also reflect the net income attributable to non-controlling interests in carried

interest, giveback obligations, and cash held for carried interest distributions. The net income (loss) of our Consolidated Funds,

after eliminations, was $8.3 million and $20.4 million for the three months ended September 30, 2024 and 2023, respectively,

and $16.7 million and $68.7 million for the nine months ended September 30, 2024 and 2023, respectively. 

Non-GAAP Financial Measures

The following tables set forth information in the format used by management when making resource deployment

decisions and in assessing performance of our segments. These Non-GAAP financial measures are presented for the three and

nine months ended September 30, 2024 and 2023. Our Non-GAAP financial measures exclude the effects of unrealized

performance allocations net of related compensation expense, unrealized principal investment income, consolidated funds,

acquisition and disposition-related items including amortization and any impairment charges of acquired intangible assets and

contingent consideration taking the form of earn-outs, impairment charges associated with lease right-of-use assets, charges

associated with equity-based compensation, changes in the tax receivable agreement liability, corporate actions and infrequently

occurring or unusual events.

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The following table shows our total segment DE and FRE for the three and nine months ended September 30, 2024 and

2023.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Total Segment Revenues	$895.0		$776.6		$2,706.9		$2,508.7
Total Segment Expenses	527.9		409.2		1,565.3		1,480.9
(=) Distributable Earnings	$367.1		$367.4		$1,141.6		$1,027.8
(-) Realized Net Performance Revenues	90.6		150.0		288.3		394.6
(-) Realized Principal Investment Income	9.1		23.4		69.4		69.3
(+) Net Interest	10.5		10.7		33.3		41.5
(=) Fee Related Earnings	$277.9		$204.7		$817.2		$605.4

The following table sets forth our total segment revenues for the three and nine months ended September 30, 2024 and

2023.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$526.5		$518.1		$1,567.6		$1,539.3
Portfolio advisory and transaction fees, net and other	27.4		11.2		83.0		45.8
Fee related performance revenues	36.3		23.4		98.5		125.4
Total fund level fee revenues	590.2		552.7		1,749.1		1,710.5
Realized performance revenues	275.9		180.4		830.2		680.6
Realized principal investment income	9.1		23.4		69.4		69.3
Interest income	19.8		20.1		58.2		48.3
Total Segment Revenues	$895.0		$776.6		$2,706.9		$2,508.7

The following table sets forth our total segment expenses for the three and nine months ended September 30, 2024 and

2023.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	$207.6		$256.0		$627.2		$805.3
Realized performance revenue related compensation	185.3		30.4		541.9		286.0
Total compensation and benefits	392.9		286.4		1,169.1		1,091.3
General, administrative, and other indirect expenses	92.9		81.6		270.5		270.8
Depreciation and amortization expense	11.8		10.4		34.2		29.0
Interest expense	30.3		30.8		91.5		89.8
Total Segment Expenses	$527.9		$409.2		$1,565.3		$1,480.9

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Income (loss) before provision for income taxes is the U.S. GAAP financial measure most comparable to Distributable

Earnings and Fee Related Earnings. The following table is a reconciliation of income (loss) before provision for income taxes to

Distributable Earnings and to Fee Related Earnings.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Income (loss) before provision for income taxes	$788.8		$152.2		$1,128.3		$241.8
Adjustments:
Net unrealized performance and fee related performance revenues	(564.4)		138.9		(386.4)		471.6
Unrealized principal investment (income) loss	(1.8)		(17.1)		(54.3)		(18.5)
Principal investment loss from dilution of indirect investment in Fortitude	—		—		—		104.0
Equity-based compensation(1)	122.0		67.3		360.4		195.1
Acquisition or disposition-related charges, including amortization of intangibles and impairment	37.4		50.6		103.5		113.0
Tax expense associated with certain foreign performance revenues	(0.2)		(0.2)		(1.4)		(0.8)
Net (income) loss attributable to non-controlling interests in consolidated entities	(20.0)		(29.7)		(54.3)		(90.0)
Other adjustments(2)	5.3		5.4		45.8		11.6
(=) Distributable Earnings	$367.1		$367.4		$1,141.6		$1,027.8
(-) Realized net performance revenues, net of related compensation(3)	90.6		150.0		288.3		394.6
(-) Realized principal investment income(3)	9.1		23.4		69.4		69.3
(+) Net interest	10.5		10.7		33.3		41.5
(=) Fee Related Earnings	$277.9		$204.7		$817.2		$605.4

(1)Equity-based compensation for the three and nine months ended September 30, 2024 and 2023 includes amounts presented in principal

investment income and general, administrative and other expenses in our 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.

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(3)  See reconciliation to most directly comparable U.S. GAAP measure below: 

	Three Months Ended September 30, 2024
	Carlyle Consolidated		Adjustments(4)		Total Reportable Segments
	(Dollars in millions)
Performance revenues	$1,785.5		$(1,509.6)		$275.9
Performance revenues related compensation expense	1,151.0		(965.7)		185.3
Net performance revenues	$634.5		$(543.9)		$90.6
Principal investment income (loss)	$46.0		$(36.9)		$9.1
	Nine Months Ended September 30, 2024
	Carlyle Consolidated		Adjustments(4)		Total Reportable Segments
	(Dollars in millions)
Performance revenues	$1,826.7		$(996.5)		$830.2
Performance revenues related compensation expense	1,222.4		(680.5)		541.9
Net performance revenues	$604.3		$(316.0)		$288.3
Principal investment income (loss)	$207.2		$(137.8)		$69.4

	Three Months Ended September 30, 2023
	Carlyle Consolidated		Adjustments(4)		Total Reportable Segments
	(Dollars in millions)
Performance revenues	$(118.3)		$298.7		$180.4
Performance revenues related compensation expense	(53.9)		84.3		30.4
Net performance revenues	$(64.4)		$214.4		$150.0
Principal investment income (loss)	$100.6		$(77.2)		$23.4
	Nine Months Ended September 30, 2023
	Carlyle Consolidated		Adjustments(4)		Total Reportable Segments
	(Dollars in millions)
Performance revenues	$(204.3)		$884.9		$680.6
Performance revenues related compensation expense	(40.4)		326.4		286.0
Net performance revenues	$(163.9)		$558.5		$394.6
Principal investment income (loss)	$105.1		$(35.8)		$69.3

(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 our Non-GAAP results, (ii)

amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were included in the Non-

GAAP results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were excluded from the Non-GAAP

results, (iv) the reclassification of NGP performance revenues, which are included in 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 investment in NGP Management and its affiliates to the

appropriate operating captions for the Non-GAAP results, and the exclusion of charges associated with the investment in NGP

Management and its affiliates that are excluded from the Non-GAAP results. 

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Distributable Earnings for our reportable segments are as follows: 

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars in millions)
Global Private Equity	$235.5		$292.2		$747.7		$795.7
Global Credit	80.5		54.8		262.4		179.1
Global Investment Solutions	51.1		20.4		131.5		53.0
Distributable Earnings	$367.1		$367.4		$1,141.6		$1,027.8

Segment Analysis

Discussed below is our DE and FRE for our segments for the periods presented. Our segment information is reflected in

the manner used by our chief operating decision maker to make operating and compensation decisions, assess performance and

allocate resources.

For segment reporting purposes, revenues and expenses are presented on a basis that deconsolidates our Consolidated

Funds. As a result, segment revenues from management fees, realized performance revenues and realized principal investment

income (loss) are different than those presented on a consolidated U.S. GAAP basis because these revenues recognized in

certain segments are received from Consolidated Funds and are eliminated in consolidation when presented on a consolidated

U.S. GAAP basis. Furthermore, segment expenses are different than related amounts presented on a consolidated U.S. GAAP

basis due to the exclusion of fund expenses that are paid by the Consolidated Funds. Our realigned compensation program

positively impacted Fee Related Earnings and reduced the portion of realized performance revenues retained by the Company in

the three and nine months ended September 30, 2024.

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Global Private Equity

The following table presents our results of operations for our Global Private Equity(1) segment: 

	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2024		2023		$		%		2024		2023		$		%
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$298.6		$330.1		$(31.5)		(10)%		$908.4		$987.2		$(78.8)		(8)%
Portfolio advisory and transaction fees, net and other	5.9		4.0		1.9		48%		16.8		14.7		2.1		14%
Fee related performance revenues	—		0.7		(0.7)		(100)%		6.9		63.1		(56.2)		(89)%
Total fund level fee revenues	304.5		334.8		(30.3)		(9)%		932.1		1,065.0		(132.9)		(12)%
Realized performance revenues	225.2		164.6		60.6		37%		728.7		577.3		151.4		26%
Realized principal investment income	10.0		14.4		(4.4)		(31)%		35.7		39.5		(3.8)		(10)%
Interest income	7.7		8.8		(1.1)		(13)%		21.8		19.7		2.1		11%
Total revenues	547.4		522.6		24.8		5%		1,718.3		1,701.5		16.8		1%
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	101.1		142.3		(41.2)		(29)%		314.3		464.6		(150.3)		(32)%
Realized performance revenues related compensation	141.5		18.2		123.3		NM		457.2		209.1		248.1		119%
Total compensation and benefits	242.6		160.5		82.1		51%		771.5		673.7		97.8		15%
General, administrative, and other indirect expenses	48.5		46.0		2.5		5%		137.3		162.2		(24.9)		(15)%
Depreciation and amortization expense	6.7		7.1		(0.4)		(6)%		19.6		19.7		(0.1)		(1)%
Interest expense	14.1		16.8		(2.7)		(16)%		42.2		50.2		(8.0)		(16)%
Total expenses	311.9		230.4		81.5		35%		970.6		905.8		64.8		7%
(=) Distributable Earnings	$235.5		$292.2		$(56.7)		(19)%		$747.7		$795.7		$(48.0)		(6)%
(-) Realized Net Performance Revenues	83.7		146.4		(62.7)		(43)%		271.5		368.2		(96.7)		(26)%
(-) Realized Principal Investment Income	10.0		14.4		(4.4)		(31)%		35.7		39.5		(3.8)		(10)%
(+) Net Interest	6.4		8.0		(1.6)		(20)%		20.4		30.5		(10.1)		(33)%
(=) Fee Related Earnings	$148.2		$139.4		$8.8		6%		$460.9		$418.5		$42.4		10%

(1)For purposes of presenting our results of operations for this segment, our earnings from our investments in NGP are presented in the

respective operating captions.

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Distributable Earnings

Distributable Earnings decreased $56.7 million for the three months ended September 30, 2024 as compared to the three

months ended September 30, 2023 and decreased $48.0 million for the nine months ended September 30, 2024 as compared to

the nine months ended September 30, 2023. The following table provides the components of the changes in Distributable

Earnings for the three and nine months ended September 30, 2024:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024 v. 2023
	(Dollars in millions)
Distributable Earnings, September 30, 2023	$292.2		$795.7
Increases (decreases):
Increase in fee related earnings	8.8		42.4
Decrease in realized net performance revenues	(62.7)		(96.7)
Decrease in realized principal investment income	(4.4)		(3.8)
Decrease in net interest	1.6		10.1
Total decrease	(56.7)		(48.0)
Distributable Earnings, September 30, 2024	$235.5		$747.7

Realized Net Performance Revenues. Realized net performance revenues decreased $62.7 million for the three months

ended September 30, 2024 as compared to the three months ended September 30, 2023 and decreased $96.7 million for the nine

months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to a decrease in

realizations in NGP XII, partially offset by an increase in realizations in CAP IV and CETP III. Additionally, the decrease for

the nine months ended September 30, 2024 was further impacted by a decrease in realizations in CEOF I and II, partially offset

by realizations in CIEP I.

Fee Related Earnings

Fee Related Earnings increased $8.8 million for the three months ended September 30, 2024 as compared to the three

months ended September 30, 2023 and increased $42.4 million for the nine months ended September 30, 2024 as compared to

the nine months ended September 30, 2023. The following table provides the components of the changes in Fee Related

Earnings for the three and nine months ended September 30, 2024:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024 v. 2023
	(Dollars in millions)
Fee Related Earnings, September 30, 2023	$139.4		$418.5
Increases (decreases):
Decrease in fee revenues	(30.3)		(132.9)
Decrease in cash-based compensation and benefits	41.2		150.3
(Increase) decrease in general, administrative and other indirect expenses	(2.5)		24.9
All other changes	0.4		0.1
Total increase	8.8		42.4
Fee Related Earnings, September 30, 2024	$148.2		$460.9

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Fee Revenues. Total fee revenues decreased $30.3 million for the three months ended September 30, 2024 as compared to

the three months ended September 30, 2023 and decreased $132.9 million for the nine months ended September 30, 2024 as

compared to the nine months ended September 30, 2023, due to the following:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024 v. 2023
	(Dollars in millions)
Lower fund management fees	$(31.5)		$(78.8)
Higher portfolio advisory and transaction fees, net and other	1.9		2.1
Lower fee related performance revenues	(0.7)		(56.2)
Total decrease in fee revenues	$(30.3)		$(132.9)

The decrease in fund management fees for the three and nine months ended September 30, 2024 as compared to the three

and nine months ended September 30, 2023 was primarily due to the impact of investment realizations in funds on which

management fees are based on invested capital, a step-down in CP VII, and a decrease in catch-up management fees primarily

related to CP VIII, which completed fundraising in the third quarter of 2023. The impact of smaller buyout funds in our

corporate private equity strategy is resulting in, and may continue to result in, lower fund management fees relative to 2023.

The decrease in fee related performance revenues for each of the three and nine months ended September 30, 2024 as

compared to the three and nine months ended September 30, 2023 was due to CPI, which will fluctuate from quarter to quarter

based on fund performance. The portion of these fees paid as compensation are included in cash-based compensation and

benefits expense. We do not expect material fee related performance revenues in Global Private Equity for the remainder of

2024.

Cash-based compensation and benefits expense. Cash-based compensation and benefits expense decreased $41.2 million

for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and decreased

$150.3 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023,

primarily due to a decrease in the portion of bonuses funded by fee earnings as a result of the updates to our compensation

program effective as of December 31, 2023, which resulted in a larger portion of compensation being derived from Realized

performance revenues related compensation. Additionally, the decrease for the nine months ended September 30, 2024 was

further impacted by a decrease in fee related performance compensation of $26.8 million.

General, administrative and other indirect expenses. General, administrative and other indirect expenses increased $2.5

million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. General,

administrative and other indirect expenses decreased $24.9 million for the nine months ended September 30, 2024 as compared

to the nine months ended September 30, 2023, primarily due to lower professional fees, and the benefit of lower VAT expense

in Asia.

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Fee-earning AUM

Fee-earning AUM is presented below for each period together with the components of change during each respective

period.

	As of September 30,
	2024		2023
Global Private Equity	(Dollars in millions)
Components of Fee-earning AUM(1)
Fee-earning AUM based on capital commitments	$48,295		$53,149
Fee-earning AUM based on invested capital	44,665		44,502
Fee-earning AUM based on net asset value	7,200		6,644
Fee-earning AUM based on lower of cost or fair value	3,363		3,095
Total Fee-earning AUM	$103,523		$107,390
Annualized Management Fee Rate(2)	1.15%		1.20%

(1)For additional information concerning the components of Fee-earning AUM, see “—Key Financial Measures—Operating Metrics.”

(2)Represents annualized fund management fees divided by the average of the beginning of year and each quarter end’s Fee-earning AUM

in the reporting period. Catch-up management fees were excluded in the calculation of the annualized fund management fees.

The table below provides the period to period rollforward of Fee-earning AUM.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Global Private Equity	(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period	$103,662		$107,079		$106,651		$107,801
Inflows(1)	508		1,541		4,192		5,356
Outflows (including realizations)(2)	(1,376)		(821)		(7,246)		(5,190)
Market Activity & Other(3)	(42)		121		(150)		(120)
Foreign Exchange(4)	771		(530)		76		(457)
Balance, End of Period	$103,523		$107,390		$103,523		$107,390

(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based

on commitments were activated during the period, and the fee-earning commitments invested in vehicles for which management fees

are based on invested capital. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which

are referenced as Pending Fee-earning AUM.

(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair

value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has

expired during the period, and reductions for funds that are no longer calling for fees. Realizations for funds earning management fees

based on commitments during the period do not affect Fee-earning AUM.

(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the

lower of cost or fair value.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Fee-earning AUM of $103.5 billion at September 30, 2024 was generally flat to $103.7 billion at June 30, 2024, as

outflows of $1.4 billion, primarily from realizations in funds that charge fees on invested capital, offset positive foreign

exchange activity of $0.8 billion from the translation of our EUR- and JPY-denominated funds to USD and $0.5 billion of

inflows primarily from additional fee-paying capital raised in NGP XIII and CAP VI. Investment and distribution activity has

no impact for funds still in the original investment period where Fee-earning AUM is based on commitments.

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Fee-earning AUM of $103.5 billion at September 30, 2024 decreased 3% from $106.7 billion at December 31, 2023, as

outflows of $7.2 billion outpaced inflows of $4.2 billion. Outflows for the period included a fee basis step-down in CAP V and

realizations in U.S. buyout and the NGP energy funds. Inflows included the activation of fees in CAP VI, additional fee-paying

capital raised in NGP XIII, and investments in funds which charge fees on invested capital.

Fee-earning AUM of $103.5 billion at September 30, 2024 decreased 4% from $107.4 billion at September 30, 2023, as

outflows of $10.0 billion, driven by realizations in funds that charge fees on invested capital, notably in the NGP energy funds

and our U.S. buyout and U.S. real estate funds, as a well as a fee basis step-down in CAP V, outpaced $5.7 billion of inflows

primarily from the activation of fees in CAP VI, fee-paying capital raised in NGP XIII and CRSEF II, and investments in CPI.

The segment annualized management fee rate decreased to 1.15% at September 30, 2024 from 1.20% at September 30, 2023,

reflecting the impact of fee rate step-downs, particularly in our U.S. buyout funds.

Total AUM

The table below provides the period to period rollforward of Total AUM.

	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
	(Dollars in millions)
Global Private Equity
Total AUM Rollforward
Balance, Beginning of Period	$164,226		$161,308
Inflows(1)	3,693		10,348
Outflows (including realizations)(2)	(4,412)		(9,811)
Market Activity & Other(3)	4,056		6,978
Foreign Exchange(4)	1,645		385
Balance, End of Period	$169,208		$169,208

(1)Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects

translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual

closing.

(2)Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and

separately managed accounts, gross redemptions in our open-ended funds, and the expiration of available capital.

(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related

co-investment vehicles, and separately managed accounts, as well as the impact of fees, expenses and non-investment income, and

other changes in AUM.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Total AUM was $169.2 billion at September 30, 2024, an increase of 3% from $164.2 billion at June 30, 2024, as market

activity of $4.1 billion and inflows of $3.7 billion, primarily from new capital raised in CRP X, exceeded outflows of $4.4

billion from realizations across the segment. Market activity for the period included appreciation in CP VII ($1.8 billion), CP

VIII ($0.6 billion), and CAP V ($0.6 billion), as well as depreciation in CEP V ($0.5 billion).

Total AUM was $169.2 billion at September 30, 2024, an increase of 5% from $161.3 billion at December 31, 2023, as

inflows of $10.3 billion, including new capital raised in CRP X and CJP V, and market activity of $7.0 billion more than offset

outflows of $9.8 billion. Market activity for the period included appreciation in CP VII ($2.7 billion), CP VIII ($1.2 billion),

and CAP V ($0.9 billion), as well as depreciation in CP VI ($0.8 billion). Outflows for the period were driven by realizations in

Asia buyout, U.S. buyout, NGP energy, and international energy.

Fund Performance Metrics

Fund performance information for our investment funds that generally have at least $1.0 billion in capital commitments,

cumulative equity invested or total value as of September 30, 2024, which we refer to as our “significant funds,” is included

throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The

fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle Group Inc.

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and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle Group Inc.

is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds

will achieve similar returns.

The following table reflects the performance of our significant funds in our Global Private Equity business. Please see

“—Our Global Investment Offerings” for a legend of the fund acronyms listed below.

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(Amounts in millions)					TOTAL INVESTMENTS							REALIZED/PARTIALLY REALIZED INVESTMENTS(5)
					As of September 30, 2024							As of September 30, 2024
Fund (Fee Initiation Date/Stepdown Date)(19)		Committed Capital(20)	Cumulative Invested Capital(1)	Percent Invested	Realized Value(2)	Remaining Fair Value(3)	MOIC (4)	Gross IRR (6)(12)	Net IRR (7)(12)	Net Accrued Carry/ (Giveback) (8)		Total Fair Value(9)	MOIC (4)	Gross IRR (6)(12)
Corporate Private Equity
CP VIII (Oct 2021 / Oct 2027)		$14,797	$8,005	54%	$683	$9,964	1.3x	23%	9%	$84		n/a	n/a	n/a
CP VII (May 2018 / Oct 2021)		$18,510	$17,740	96%	$3,167	$24,182	1.5x	12%	8%	$461		$2,218	1.0x	Neg
CP VI (May 2013 / May 2018)		$13,000	$13,140	101%	$24,845	$3,547	2.2x	18%	13%	$129		$26,211	2.5x	22%
CP V (Jun 2007 / May 2013)		$13,720	$13,238	96%	$28,106	$799	2.2x	18%	14%	$56		$28,150	2.3x	20%
CEP V (Oct 2018 / Sep 2024)		€6,416	€5,548	86%	€1,446	€5,690	1.3x	9%	4%	$—		n/a	n/a	n/a
CEP IV (Sep 2014 / Oct 2018)		€3,670	€3,797	103%	€6,196	€1,360	2.0x	17%	12%	$86		€6,246	2.1x	20%
CEP III (Jul 2007 / Dec 2013)		€5,295	€5,177	98%	€11,725	€55	2.3x	19%	14%	$4		€11,658	2.3x	19%
CAP VI (Jun 2024/Jun 2030)		$2,115	$—	—%	$—	$—	n/a	n/a	n/a	$—		n/a	n/a	n/a
CAP V (Jun 2018 / Jun 2024)		$6,554	$6,370	97%	$2,138	$7,182	1.5x	18%	10%	$137		$1,018	1.6x	136%
CAP IV (Jul 2013 / Jun 2018)		$3,880	$4,146	107%	$8,091	$893	2.2x	18%	13%	$60		$8,713	2.4x	22%
CJP IV (Oct 2020 / Oct 2026)		¥258,000	¥205,048	79%	¥54,503	¥298,714	1.7x	41%	25%	$60		¥50,811	3.5x	149%
CJP III (Sep 2013 / Aug 2020)		¥119,505	¥91,192	76%	¥256,882	¥17,664	3.0x	25%	18%	$7		¥247,821	3.4x	27%
CGFSP III (Dec 2017 / Dec 2023)		$1,005	$963	96%	$425	$1,763	2.3x	26%	19%	$74		$787	6.3x	47%
CGFSP II (Jun 2013 / Dec 2017)		$1,000	$943	94%	$1,960	$579	2.7x	26%	20%	$33		$1,956	2.4x	28%
CP Growth (Oct 2021 / Oct 2027)		$1,283	$472	37%	$—	$547	1.2x	NM	NM	$—		n/a	n/a	n/a
CEOF II (Nov 2015 / Mar 2020)		$2,400	$2,364	98%	$3,108	$2,181	2.2x	21%	15%	$101		$3,087	2.4x	26%
CETP V (Mar 2022 / Jun 2028)		€3,180	€1,208	38%	€—	€1,271	1.1x	NM	NM	$—		n/a	n/a	n/a
CETP IV (Jul 2019 / Jun 2022)		€1,350	€1,192	88%	€1,009	€1,658	2.2x	34%	24%	$69		€1,009	4.9x	82%
CETP III (Jul 2014 / Jul 2019)		€657	€607	92%	€1,750	€309	3.4x	41%	29%	$17		€1,755	3.8x	45%
CGP II (Dec 2020 / Jan 2025)		$1,840	$984	53%	$42	$1,448	1.5x	18%	13%	$18		n/a	n/a	n/a
CGP (Jan 2015 / Mar 2021)		$3,588	$3,206	89%	$1,569	$2,969	1.4x	6%	5%	$32		$1,713	2.1x	16%
All Other Active Funds & Vehicles(10)			$21,349	n/a	$19,083	$16,562	1.7x	20%	13%	$50		$18,593	2.0x	27%
Fully Realized Funds & Vehicles(11)(21)			$32,412	n/a	$75,565	$15	2.3x	28%	20%	$2		$75,580	2.3x	28%
TOTAL CORPORATE PRIVATE EQUITY(13)			$146,941	n/a	$195,624	$86,374	1.9x	25%	17%	$1,479		$193,152	2.3x	26%
Real Estate
CRP IX (Oct 2021 / Oct 2026)		$7,987	$4,785	60%	$110	$5,327	1.1x	NM	NM	$—		$109	1.5x	NM
CRP VIII (Aug 2017 / Oct 2021)		$5,505	$5,160	94%	$5,127	$3,879	1.7x	36%	21%	$104		$5,123	2.1x	53%
CRP VII (Jun 2014 / Dec 2017)		$4,162	$3,831	92%	$4,920	$1,406	1.7x	17%	10%	$32		$4,874	1.8x	22%
CRP VI (Mar 2011 / Jun 2014)		$2,340	$2,169	93%	$3,792	$138	1.8x	27%	17%	$3		$3,711	1.9x	29%
CPI (May 2016 / n/a)		$7,575	$8,201	108%	$2,878	$7,673	1.3x	12%	10%	n/a*		$2,051	1.8x	13%
All Other Active Funds & Vehicles(14)			$3,275	n/a	$1,317	$3,090	1.3x	9%	7%	$4		$916	1.7x	20%
Fully Realized Funds & Vehicles(15)(21)			$13,044	n/a	$19,650	$12	1.5x	10%	6%	$—		$19,662	1.5x	10%
TOTAL REAL ESTATE(13)			$40,464	n/a	$37,794	$21,525	1.5x	12%	8%	$142		$36,445	1.7x	13%
Infrastructure & Natural Resources
CIEP II (Apr 2019 / Apr 2025)		$2,286	$1,008	44%	$707	$1,065	1.8x	29%	14%	$32		$694	2.9x	NM**
CIEP I (Sep 2013 / Jun 2019)		$2,500	$2,449	98%	$2,978	$1,658	1.9x	16%	9%	$61		$3,440	2.4x	20%
CPP II (Sep 2014 / Apr 2021)		$1,527	$1,606	105%	$1,533	$1,358	1.8x	14%	9%	$72		$2,410	2.9x	25%
CGIOF (Dec 2018 / Sep 2023)		$2,201	$1,896	86%	$455	$2,658	1.6x	21%	12%	$66		$328	1.8x	21%
CRSEF II (Nov 2022 / Aug 2027)		$1,187	$352	30%	$—	$494	1.4x	NM	NM	$5		n/a	n/a	n/a
NGP XIII (Feb 2023 / Feb 2028)		$2,300	$317	14%	$—	$366	1.2x	NM	NM	$—		n/a	n/a	n/a
NGP XII (Jul 2017 / Jul 2022)		$4,304	$3,211	75%	$4,061	$2,644	2.1x	22%	15%	$39		$3,524	3.4x	41%
NGP XI (Oct 2014 / Jul 2017)		$5,325	$5,034	95%	$6,725	$3,008	1.9x	14%	10%	$138		$7,318	2.1x	21%
NGP X (Jan 2012 / Dec 2014)		$3,586	$3,351	93%	$3,427	$311	1.1x	3%	Neg	$—		$3,262	1.2x	5%
All Other Active Funds & Vehicles(17)			$5,027	n/a	$3,881	$3,968	1.6x	14%	12%	$24		$3,708	2.1x	19%
Fully Realized Funds & Vehicles(18)(21)			$1,190	n/a	$1,435	$—	1.2x	3%	1%	$—		$1,435	1.2x	3%
TOTAL INFRASTRUCTURE & NATURAL RESOURCES(13)			$25,441	n/a	$25,202	$17,529	1.7x	12%	8%	$436		$26,118	2.0x	15%
Legacy Energy Funds(16)			$16,741	n/a	$24,035	$6	1.4x	12%	6%	$(1)		$24,041	1.4x	12%

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*Net accrued fee related performance revenues for CPI are excluded from Net Accrued Performance Revenues. These amounts will be

reflected as fee related performance revenues when realized, and included in Fund level fee revenues in our segment results. There were no

accrued fee related performance revenues for CPI as of September 30, 2024.

**The IRR is incalculable, which occurs in instances when a distribution occurs prior to a Limited Partner capital contribution due to the use

of fund-level credit facilities.

(1)Represents the original cost of investments since inception of the fund. 

(2)Represents all realized proceeds since inception of the fund.

(3)Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining

escrow values for realized investments.

(4)Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest,

divided by cumulative invested capital.

(5)An investment is considered realized when the investment fund has completely exited, and ceases to own an interest in,

the investment. An investment is considered partially realized when the total amount of proceeds received in respect of

such investment, including dividends, interest or other distributions and/or return of capital, represents at least 85% of

invested capital and such investment is not yet fully realized. Because part of our value creation strategy involves

pursuing best exit alternatives, we believe information regarding Realized/Partially Realized MOIC and Gross IRR, when

considered together with the other investment performance metrics presented, provides investors with meaningful

information regarding our investment performance by removing the impact of investments where significant realization

activity has not yet occurred. Realized/Partially Realized MOIC and Gross IRR have limitations as measures of

investment performance, and should not be considered in isolation. Such limitations include the fact that these measures

do not include the performance of earlier stage and other investments that do not satisfy the criteria provided above. The

exclusion of such investments will have a positive impact on Realized/Partially Realized MOIC and Gross IRR in

instances when the MOIC and Gross IRR in respect of such investments are less than the aggregate MOIC and Gross

IRR. Our measurements of Realized/Partially Realized MOIC and Gross IRR may not be comparable to those of other

companies that use similarly titled measures.

(6)Gross Internal Rate of Return (“Gross IRR”) represents an annualized time-weighted return on Limited Partner invested

capital, based on contributions, distributions and unrealized fair value as of the reporting date, before the impact of

management fees, partnership expenses and carried interest. For fund vintages 2017 and after, Gross IRR includes the

impact of interest expense related to the funding of investments on fund lines of credit. Gross IRR is calculated based on

the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash

flows for the fund. Subtotal Gross IRR aggregations for multiple funds are calculated based on actual cash flow dates for

each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in each fund.

(7)Net Internal Rate of Return (“Net IRR”) represents an annualized time-weighted return on Limited Partner invested

capital, based on contributions, distributions and unrealized fair value as of the reporting date, after the impact of all

management fees, partnership expenses and carried interest, including current accruals. Net IRR is calculated based on

the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash

flows for the fund. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ

from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues with a

blended Net IRR that is below the preferred return hurdle for that fund. Subtotal Net IRR aggregations for multiple funds

are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted return for a

Limited Partner who invested sequentially in each fund.

(8)Represents the net accrued performance revenue balance/(giveback obligation) as of the current quarter end.

(9)Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried

interest.

(10)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and

stand-alone investments arranged by us: MENA, CCI, CSSAF I, CPF I, CAP Growth I, CAP Growth II, CBPF II, CEP II,

CAGP IV, ABV 8, ABV 9 and ACCD 2.

(11)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and

certain other stand-alone investments arranged by us: CP I, CP II, CP III, CP IV, CEP I, CAP I, CAP II, CAP III, CBPF I,

CJP I, CJP II, CMG, CVP I, CVP II, CUSGF III, CGFSP I, CEVP I, CETP I, CETP II, CAVP I, CAVP II, CAGP III,

CEOF I, Mexico and CSABF.

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(12)For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time

since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful

but is negative as of reporting period end.

(13)For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting

period spot rate.

(14)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and

stand-alone investments arranged by us: CCR, CER I, and CER II.

(15)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and

certain other stand-alone investments arranged by us: CRP I, CRP II, CRP III, CRP IV, CRP V, CRCP I, CAREP I,

CAREP II, CEREP I, CEREP II and CEREP III.

(16)Aggregate includes the following Legacy Energy funds and related co-investments: Energy I, Energy II, Energy III,

Energy IV, Renew I, and Renew II.

(17)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and

stand-alone investments arranged by us: NGP GAP, NGP RP I, NGP RP II, NGP ETP IV, CPOCP, and CRSEF.

(18)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and

certain other stand-alone investments arranged by us: CIP.

(19)The fund stepdown date represents the contractual stepdown date under the respective fund agreements for funds on

which the fee basis stepdown has not yet occurred. Funds without a listed Fee Initiation Date and Stepdown Date have

not yet initiated fees.

(20)All amounts shown represent total capital commitments as of September 30, 2024. Certain of our recent vintage funds are

currently in fundraising and total capital commitments are subject to change.

(21)Funds are included when all investments have been realized. There may be remaining fair value and net accrued carry

where there are outstanding escrow balances or undistributed proceeds.

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Global Credit

The following table presents our results of operations for our Global Credit segment:

	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2024		2023		$		%		2024		2023		$		%
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$142.8		$128.9		$13.9		11%		$420.5		$378.4		$42.1		11%
Portfolio advisory and transaction fees, net and other	21.4		7.2		14.2		197%		66.0		31.1		34.9		112%
Fee related performance revenues	29.0		21.1		7.9		37%		81.2		59.1		22.1		37%
Total fund level fee revenues	193.2		157.2		36.0		23%		567.7		468.6		99.1		21%
Realized performance revenues	11.5		2.7		8.8		NM		19.0		36.0		(17.0)		(47)%
Realized principal investment income (loss)	(2.8)		8.0		(10.8)		(135)%		30.2		25.2		5.0		20%
Interest income	9.8		9.7		0.1		1%		30.6		24.6		6.0		24%
Total revenues	211.7		177.6		34.1		19%		647.5		554.4		93.1		17%
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	76.5		81.3		(4.8)		(6)%		227.3		246.3		(19.0)		(8)%
Realized performance revenues related compensation	6.9		1.4		5.5		NM		11.5		16.8		(5.3)		(32)%
Total compensation and benefits	83.4		82.7		0.7		1%		238.8		263.1		(24.3)		(9)%
General, administrative, and other indirect expenses	31.2		26.2		5.0		19%		96.1		73.5		22.6		31%
Depreciation and amortization expense	3.3		2.1		1.2		57%		9.6		5.8		3.8		66%
Interest expense	13.3		11.8		1.5		13%		40.6		32.9		7.7		23%
Total expenses	131.2		122.8		8.4		7%		385.1		375.3		9.8		3%
(=) Distributable Earnings	$80.5		$54.8		$25.7		47%		$262.4		$179.1		$83.3		47%
(-) Realized Net Performance Revenues	4.6		1.3		3.3		254%		7.5		19.2		(11.7)		(61)%
(-) Realized Principal Investment Income	(2.8)		8.0		(10.8)		(135)%		30.2		25.2		5.0		20%
(+) Net Interest	3.5		2.1		1.4		67%		10.0		8.3		1.7		20%
(=) Fee Related Earnings	$82.2		$47.6		$34.6		73%		$234.7		$143.0		$91.7		64%

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Distributable Earnings

Distributable Earnings increased $25.7 million for the three months ended September 30, 2024 as compared to the three

months ended September 30, 2023 and increased $83.3 million for the nine months ended September 30, 2024 as compared to

the nine months ended September 30, 2023. The following table provides the components of the changes in Distributable

Earnings for the three and nine months ended September 30, 2024:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024 v. 2023
	(Dollars in millions)
Distributable Earnings, September 30, 2023	$54.8		$179.1
Increases (decreases):
Increase in fee related earnings	34.6		91.7
Increase (decrease) in realized net performance revenues	3.3		(11.7)
(Decrease) increase in realized principal investment income	(10.8)		5.0
Increase in net interest	(1.4)		(1.7)
Total increase	25.7		83.3
Distributable Earnings, September 30, 2024	$80.5		$262.4

Realized Net Performance Revenues. Realized net performance revenues increased $3.3 million for the three months

ended September 30, 2024 as compared to the three months ended September 30, 2023. Realized net performance revenues

decreased $11.7 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30,

2023, primarily due to a decrease in realized net performance revenues generated by CCOF I and CSP II.

Realized Principal Investment Income (Loss). Realized principal investment income (loss) decreased $10.8 million for the

three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily driven by

realized principal investment losses from the sale or redemption of certain firm-held investments during the three months ended

September 30, 2024 to return capital that will be used to fund new growth initiatives, as well as lower realized investment

income in our liquid credit and direct lending products. Realized principal investment income (loss) increased $5.0 million for

the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily driven by

higher realized principal investment income from our credit opportunities funds and Europe CLOs, partially offset by the

realized principal investment losses during the three months ended September 20, 2024 discussed above.

Fee Related Earnings

Fee Related Earnings increased $34.6 million for the three months ended September 30, 2024 as compared to the three

months ended September 30, 2023 and increased $91.7 million for the nine months ended September 30, 2024 as compared to

the nine months ended September 30, 2023. The following table provides the components of the changes in Fee Related

Earnings for the three and nine months ended September 30, 2024:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024 v. 2023
	(Dollars in millions)
Fee Related Earnings, September 30, 2023	$47.6		$143.0
Increases (decreases):
Increase in fee revenues	36.0		99.1
Decrease in cash-based compensation and benefits	4.8		19.0
Increase in general, administrative and other indirect expenses	(5.0)		(22.6)
All other changes	(1.2)		(3.8)
Total increase	34.6		91.7
Fee Related Earnings, September 30, 2024	$82.2		$234.7

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Fee Revenues. Fee revenues increased $36.0 million for the three months ended September 30, 2024 as compared to the

three months ended September 30, 2023 and increased $99.1 million for the nine months ended September 30, 2024 as

compared to the nine months ended September 30, 2023, due to the following:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024 v. 2023
	(Dollars in millions)
Higher fund management fees	$13.9		$42.1
Higher portfolio advisory and transaction fees, net and other	14.2		34.9
Higher fee related performance revenues	7.9		22.1
Total increase in fee revenues	$36.0		$99.1

The increase in fund management fees for each of the three and nine months ended September 30, 2024 as compared to

the three and nine months ended September 30, 2023 was primarily driven by closed reinsurance transactions at Fortitude,

which increased the fee basis under the strategic advisory services agreement, as well as increases from fundraising and capital

deployment in CTAC and CCOF III.

The increase in portfolio advisory and transaction fees, net and other for each of the three and nine months ended

September 30, 2024 as compared to the three and nine months ended September 30, 2023 was primarily driven by an increase

in capital market fees. The recognition of capital markets fees can be volatile as they are primarily generated by investment

activity. See “—Trends Affecting Our Business” for further discussion on our investment activity and broader market trends.

The increase in fee related performance revenues for each of the three and nine months ended September 30, 2024 as

compared to the three and nine months ended September 30, 2023 was due to higher fee related performance revenues from

CTAC.

Cash-based compensation and benefits expense. Cash-based compensation and benefits expense decreased $4.8 million

for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and decreased

$19.0 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023,

primarily due to a decrease in the portion of bonuses funded by fee earnings as a result of the updates to our compensation

program effective as of December 31, 2023, partially offset by higher fee related performance revenue compensation.

General, administrative and other indirect expenses. General, administrative and other indirect expenses increased $5.0

million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and

increased $22.6 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30,

2023, primarily due to increases in partnership expenses paid by the Company on behalf of the Carlyle funds, technology costs,

professional fees (including legal expenses), rent and office costs as the Global Credit segment continues to grow.

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Fee-earning AUM

Fee-earning AUM is presented below for each period together with the components of change during each respective

period.

	As of September 30,
	2024		2023
Global Credit	(Dollars in millions)
Components of Fee-earning AUM(1)
Fee-earning AUM based on capital commitments	$2,467		$2,765
Fee-earning AUM based on invested capital	19,220		14,935
Fee-earning AUM based on collateral balances, at par	46,454		49,713
Fee-earning AUM based on net asset value	2,409		2,051
Fee-earning AUM based on fair value and other(2)	88,611		54,580
Total Fee-earning AUM	$159,161		$124,044
Annualized Management Fee Rate(3)	0.36%		0.41%

(1)For additional information concerning the components of Fee-earning AUM, see “—Key Financial Measures—Operating Metrics.”

(2)Includes the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement and funds with fees

based on gross asset value.

(3)Represents annualized fund management fees divided by the average of the beginning of year and each quarter end’s Fee-earning AUM

in the reporting period. Catch-up management fees were excluded in the calculation of the annualized fund management fees.

The table below provides the period to period rollforward of Fee-earning AUM.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Global Credit	(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period	$155,437		$126,200		$155,238		$121,229
Inflows(1)	2,594		1,635		10,216		4,948
Outflows (including realizations)(2)	(3,137)		(858)		(8,901)		(2,239)
Market Activity & Other(3)	3,868		(2,590)		2,553		238
Foreign Exchange(4)	399		(343)		55		(132)
Balance, End of Period	$159,161		$124,044		$159,161		$124,044

(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based

on commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are

based on invested capital, the fee-earning collateral balance of new CLO issuances, closed reinsurance transactions at Fortitude, and

gross subscriptions in our vehicles for which management fees are based on net asset value. Inflows for the nine months ended

September 30, 2023 include $2.4 billion of Fee-earning AUM related to closed reinsurance transactions at Fortitude. Inflows exclude

fundraising amounts during the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.

(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair

value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has

expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-ended funds, and

outflows from our liquid credit products. Realizations for funds earning management fees based on commitments during the period do

not affect Fee-earning AUM.

(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in funds or vehicles based on the

lower of cost or fair value or net asset value, activity of funds with fees based on gross asset value, and changes in the fair value of

Fortitude’s general account assets covered by the strategic advisory services agreement.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

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Fee-earning AUM was $159.2 billion at September 30, 2024, an increase of 2% from $155.4 billion at June 30, 2024, as

positive market activity of $3.9 billion, primarily from an increase in the fair value of assets covered by the Fortitude strategic

advisory services agreement, and inflows of $2.6 billion, reflecting capital deployment in funds which charge fees on invested

capital, exceeded $3.1 billion of outflows, primarily in our liquid credit and aviation products.

Fee-earning AUM was $159.2 billion at September 30, 2024, an increase of 3% from $155.2 billion at December 31,

2023, as inflows of $10.2 billion for the period, including the issuance of five CLOs and deployment in funds that charge fees

on invested capital, and $2.6 billion of positive market activity, driven by an increase in the fair value of assets covered by the

Fortitude strategic advisory services agreement, exceeded $8.9 billion of outflows. Outflows were primarily from our liquid

credit products and realizations in funds which charge fees on invested capital.

Fee-earning AUM was $159.2 billion at September 30, 2024, an increase of $35.2 billion, or approximately 28%,

compared to $124.0 billion at September 30, 2023, as inflows and positive market activity were only partially offset by

outflows during the period. Inflows of $38.4 billion were driven by $23.7 billion of closed reinsurance transactions at Fortitude,

the issuance of seven new CLOs, and investment activity in our opportunistic credit, asset-backed finance and infrastructure

credit funds, as well as subscriptions in CTAC. Positive market activity of $7.5 billion was driven by an increase in the fair

value of assets covered by the Fortitude strategic advisory services agreement. Outflows of $11.4 billion included outflows

from our liquid credit products, realizations in funds which charge fees on invested capital, and reductions for funds that are no

longer calling for management fees. The segment annualized management fee rate decreased to 0.36% at September 30, 2024

from 0.41% at September 30, 2023, primarily reflecting the impact of an increase in assets covered by the strategic advisory

services agreement with Fortitude, which have a lower fee rate than other Global Credit products.

Total AUM

The table below provides the period to period rollforward of Total AUM. 

	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
	(Dollars in millions)
Global Credit
Total AUM Rollforward
Balance, Beginning of Period	$189,761		$187,826
Inflows(1)	2,806		9,275
Outflows (including realizations)(2)	(3,822)		(8,843)
Market Activity & Other(3)	5,307		6,151
Foreign Exchange(4)	417		60
Balance, End of Period	$194,469		$194,469

(1)Inflows generally reflects the impact of gross fundraising and closed reinsurance transactions at Fortitude during the period. For funds

or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported

Fundraising metric is translated at the spot rate for each individual closing.

(2)Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and

separately managed accounts, gross redemptions in our open-ended funds, outflows from our liquid credit products, and the expiration

of available capital.

(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related

co-investment vehicles, and separately managed accounts, as well as the impact of fees, expenses and non-investment income, change

in gross asset value for our business development companies, changes in the fair value of Fortitude’s general account assets covered by

the strategic advisory services agreement, and other changes in AUM.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Total AUM was $194.5 billion at September 30, 2024, an increase of 2% compared to $189.8 billion at June 30, 2024, as

positive market activity and inflows exceeded outflows for the period. Positive market activity of $5.3 billion was driven by an

increase in the fair value of assets covered by the Fortitude strategic advisory services agreement and 3% appreciation in our

carry funds, while inflows of $2.8 billion for the period were driven by fundraising across the segment, including in our direct

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lending, opportunistic credit, and asset-backed finance strategies. Outflows for the period of $3.8 billion were primarily in our

liquid credit and aviation products.

Total AUM was $194.5 billion at September 30, 2024, an increase of 4% compared to $187.8 billion at December 31,

2023, as inflows and positive market activity more than offset outflows for the period. Inflows of $9.3 billion for the period

included the issuance of five new CLOs, commitments in our infrastructure credit and opportunistic credit products, and

subscriptions in CTAC. Positive market activity of $6.2 billion was driven by an increase in the fair value of assets covered by

the Fortitude strategic advisory services agreement and 9% appreciation in our carry funds. Outflows of $8.8 billion for the

period were primarily in our liquid credit products.

Fund Performance Metrics

Fund performance information for certain of our Global Credit funds is included throughout this discussion and analysis

to facilitate an understanding of our results of operations for the periods presented. The fund return information reflected in this

discussion and analysis is not indicative of the performance of The Carlyle Group Inc. and is also not necessarily indicative of

the future performance of any particular fund. An investment in The Carlyle Group Inc. is not an investment in any of our

funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.

The following table reflects the performance of our significant carry funds in our Global Credit business. Please see “—

Our Global Investment Offerings” for a legend of the fund acronyms listed below. 

(Dollars in millions)					TOTAL INVESTMENTS
					As of September 30, 2024
Fund (Fee Initiation Date/Stepdown Date)(11)		Committed Capital(12)	Cumulative Invested  Capital (1)	Percent Invested	Realized Value (2)	Remaining Fair Value (3)	MOIC (4)	Gross IRR (5) (8)	Net IRR (6) (8)	Net Accrued Carry/(Giveback) (7)
Global Credit Carry Funds
CCOF III (Feb 2023 / Oct 2028)		$3,199	$1,628	51%	$97	$1,762	1.1x	NM	NM	$6
CCOF II (Nov 2020 / Mar 2026)		$4,430	$5,537	125%	$2,181	$5,037	1.3x	15%	11%	$92
CCOF I (Nov 2017 / Sep 2022)		$2,373	$3,498	147%	$3,464	$1,448	1.4x	17%	12%	$28
CSP IV (Apr 2016 / Dec 2020)		$2,500	$2,500	100%	$1,309	$2,040	1.3x	9%	5%	$—
CSP III (Dec 2011 / Aug 2015)		$703	$703	100%	$932	$14	1.3x	17%	7%	$—
CEMOF II (Dec 2015 / Jun 2019)		$1,692	$1,713	101%	$1,862	$340	1.3x	7%	3%	$—
SASOF III (Nov 2014 / n/a)		$833	$991	119%	$1,197	$69	1.3x	18%	10%	$6
All Other Active Funds & Vehicles(9)			$11,021	n/a	$2,965	$9,518	1.1x	8%	6%	$43
Fully Realized Funds & Vehicles(10)(13)			$6,625	n/a	$8,190	$—	1.2x	9%	3%	$—
TOTAL GLOBAL CREDIT CARRY FUNDS			$34,217	n/a	$22,197	$20,228	1.2x	10%	6%	$174

(1)Represents the original cost of investments since the inception of the fund. For CSP III and CSP IV, reflects amounts

net of investment level recallable proceeds which is adjusted to reflect recyclability of invested capital for the purpose

of calculating the fund MOIC.

(2)Represents all realized proceeds since inception of the fund.

(3)Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining

escrow values for realized investments.

(4)Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried

interest, divided by cumulative invested capital.

(5)Gross Internal Rate of Return (“Gross IRR”) represents an annualized time-weighted return on Limited Partner invested

capital, based on contributions, distributions and unrealized fair value as of the reporting date, before the impact of

management fees, partnership expenses and carried interest. For fund vintages 2017 and after, Gross IRR includes the

impact of interest expense related to the funding of investments on fund lines of credit. Gross IRR is calculated based

on the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment

cash flows for the fund. Subtotal Gross IRR aggregations for multiple funds are calculated based on actual cash flow

dates for each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in

each fund.

(6)Net Internal Rate of Return (“Net IRR”) represents an annualized time-weighted return on Limited Partner invested

capital, based on contributions, distributions and unrealized fair value as of the reporting date, after the impact of all

management fees, partnership expenses and carried interest, including current accruals. Net IRR is calculated based on

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the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash

flows for the fund. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may

differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues

with a blended Net IRR that is below the preferred return hurdle for that fund. Subtotal Net IRR aggregations for

multiple funds are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted

return for a Limited Partner who invested sequentially in each fund.

(7)Represents the net accrued performance revenue balance/(giveback obligation) as of the current quarter end.

(8)For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time

since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful

but is negative as of reporting period end.

(9)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and

stand-alone investments arranged by us: SASOF IV, SASOF V, CAPF VII, CICF, CICF II, CAF, and CALF.

(10)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and

certain other stand-alone investments arranged by us: CSP I, CSP II, CEMOF I, CSC, CMP I, CMP II, SASOF II, and

CASCOF.

(11)The fund stepdown date represents the contractual stepdown date under the respective fund agreements for funds on

which the fee basis stepdown has not yet occurred. Funds without a listed Fee Initiation Date and Stepdown Date have

not yet initiated fees.

(12)All amounts shown represent total capital commitments as of September 30, 2024. Certain of our recent vintage funds

are currently in fundraising and total capital commitments are subject to change. Committed Capital for CEMOF II

reflects original committed capital of $2.8 billion, less $1.1 billion in commitments that were extinguished following a

Key Person Event. Committed capital for CCOF II excludes $150 million in capital committed by a CCOF II investor to

a side vehicle.

(13)Funds are included when all investments have been realized. There may be remaining fair value and net accrued carry

where there are outstanding escrow balances or undistributed proceeds.

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Global Investment Solutions

The following table presents our results of operations for our Global Investment Solutions segment:

	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2024		2023		$		%		2024		2023		$		%
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$85.1		$59.1		$26.0		44%		$238.7		$173.7		$65.0		37%
Portfolio advisory and transaction fees, net and other	0.1		—		0.1		NM		0.2		—		0.2		NM
Fee related performance revenues	7.3		1.6		5.7		NM		10.4		3.2		7.2		225%
Total fund level fee revenues	92.5		60.7		31.8		52%		249.3		176.9		72.4		41%
Realized performance revenues	39.2		13.1		26.1		199%		82.5		67.3		15.2		23%
Realized principal investment income	1.9		1.0		0.9		90%		3.5		4.6		(1.1)		(24)%
Interest income	2.3		1.6		0.7		44%		5.8		4.0		1.8		45%
Total revenues	135.9		76.4		59.5		78%		341.1		252.8		88.3		35%
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	30.0		32.4		(2.4)		(7)%		85.6		94.4		(8.8)		(9)%
Realized performance revenues related compensation	36.9		10.8		26.1		242%		73.2		60.1		13.1		22%
Total compensation and benefits	66.9		43.2		23.7		55%		158.8		154.5		4.3		3%
General, administrative, and other indirect expenses	13.2		9.4		3.8		40%		37.1		35.1		2.0		6%
Depreciation and amortization expense	1.8		1.2		0.6		50%		5.0		3.5		1.5		43%
Interest expense	2.9		2.2		0.7		32%		8.7		6.7		2.0		30%
Total expenses	84.8		56.0		28.8		51%		209.6		199.8		9.8		5%
(=) Distributable Earnings	$51.1		$20.4		$30.7		150%		$131.5		$53.0		$78.5		148%
(-) Realized Net Performance Revenues	2.3		2.3		—		—%		9.3		7.2		2.1		29%
(-) Realized Principal Investment Income	1.9		1.0		0.9		90%		3.5		4.6		(1.1)		(24)%
(+) Net Interest	0.6		0.6		—		—%		2.9		2.7		0.2		7%
(=) Fee Related Earnings	$47.5		$17.7		$29.8		168%		$121.6		$43.9		$77.7		177%

Distributable Earnings

Distributable Earnings increased $30.7 million for the three months ended September 30, 2024 as compared to the three

months ended September 30, 2023 and increased $78.5 million for the nine months ended September 30, 2024 as compared to

the nine months ended September 30, 2023. The following table provides the components of the changes in Distributable

Earnings for the three and nine months ended September 30, 2024:

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	Three Months Ended September 30,		Nine Months Ended September 30,
	2024 v. 2023
	(Dollars in millions)
Distributable Earnings, September 30, 2023	$20.4		$53.0
Increases (decreases):
Increase in fee related earnings	29.8		77.7
Increase in realized net performance revenues	—		2.1
Increase (decrease) in realized principal investment income	0.9		(1.1)
Increase in net interest	—		(0.2)
Total increase	30.7		78.5
Distributable Earnings, September 30, 2024	$51.1		$131.5

Fee Related Earnings

Fee Related Earnings increased $29.8 million for the three months ended September 30, 2024 as compared to the three

months ended September 30, 2023 and increased $77.7 million for the nine months ended September 30, 2024 as compared to

the nine months ended September 30, 2023. The following table provides the components of the changes in Fee Related

Earnings for the three and nine months ended September 30, 2024:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024 v. 2023
	(Dollars in millions)
Fee Related Earnings, September 30, 2023	$17.7		$43.9
Increases (decreases):
Increase in fee revenues	31.8		72.4
Decrease in cash-based compensation and benefits	2.4		8.8
Increase in general, administrative and other indirect expenses	(3.8)		(2.0)
All other changes	(0.6)		(1.5)
Total increase	29.8		77.7
Fee Related Earnings, September 30, 2024	$47.5		$121.6

Fee Revenues. Fee revenues increased $31.8 million for the three months ended September 30, 2024 as compared to the

three months ended September 30, 2023, and increased $72.4 million for the nine months ended September 30, 2024 as

compared to the nine months ended September 30, 2023, driven by an increase in Fund management fees of $26.0 million and

$65.0 million, respectively, and an increase in Fee related performance revenues of $5.7 million and $7.2 million, respectively.

The increase in Fund management fees was primarily driven by the activation of management fees in the second half of 2023,

and the impact of ongoing fundraising in our most recent vintage secondaries & portfolio finance and co-investment products.

Fund management fees for the three and nine months ended September 30, 2024 include catch-up management fees of $4.3

million and $6.6 million, respectively. The increase in Fee related performance revenues was primarily driven by growth in our

CAPM retail strategy.

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Fee-earning AUM

Fee-earning AUM is presented below for each period together with the components of change during each respective

period.  

	As of September 30,
	2024		2023
Global Investment Solutions	(Dollars in millions)
Components of Fee-earning AUM(1)
Fee-earning AUM based on capital commitments	$20,485		$15,485
Fee-earning AUM based on invested capital(2)	9,205		7,922
Fee-earning AUM based on net asset value	12,383		9,151
Fee-earning AUM based on lower of cost or fair market value	8,850		9,035
Total Fee-earning AUM	$50,923		$41,593
Annualized Management Fee Rate(3)	0.65%		0.60%

(1)For additional information concerning the components of Fee-earning AUM, see “—Key Financial Measures—Operating Metrics.”

(2)Includes amounts committed to or reserved for certain AlpInvest funds.

(3)Represents annualized fund management fees divided by the average of the beginning of year and each quarter end’s Fee-earning AUM

in the reporting period. Catch-up management fees were excluded in the calculation of the annualized fund management fees.

The table below provides the period to period rollforward of Fee-earning AUM.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Global Investment Solutions	(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period	$48,246		$38,120		$45,529		$37,547
Inflows(1)	2,257		7,096		6,851		9,035
Outflows (including realizations)(2)	(616)		(3,206)		(2,435)		(4,598)
Market Activity & Other(3)	358		568		832		267
Foreign Exchange(4)	678		(985)		146		(658)
Balance, End of Period	$50,923		$41,593		$50,923		$41,593

(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based

on commitments were activated during the period and the fee-earning commitments invested in vehicles for which management fees are

based on invested capital. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are

referenced as Pending Fee-earning AUM.

(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair

value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has

expired during the period, and reductions for funds that are no longer calling for fees. Distributions for funds earning management fees

based on commitments during the period do not affect Fee-earning AUM.

(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the

lower of cost or fair value and net asset value.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Fee-earning AUM was $50.9 billion at September 30, 2024, an increase of $2.7 billion, or approximately 6%, compared

to $48.2 billion at June 30, 2024, as inflows and the positive impact of foreign exchange were partially offset by outflows.

Inflows of $2.3 billion were driven by fee-paying capital raised and investment activity primarily in our secondaries & portfolio

finance and CAPM retail strategies. Positive foreign exchange activity of $0.7 billion resulted from the translation of our EUR-

denominated AUM to USD. Outflows of $0.6 billion were driven by realizations across the segment in funds that charge fees

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on invested capital or fair value. Distributions from funds still in the commitment or weighted-average investment period do not

impact Fee-earning AUM as these funds are based on commitments and not invested capital.

Fee-earning AUM was $50.9 billion at September 30, 2024, an increase of $5.4 billion, or approximately 12%, compared

to $45.5 billion at December 31, 2023, as inflows and market appreciation were partially offset by outflows. Inflows of $6.9

billion were primarily driven by fee-paying capital raised and investment activity across all strategies. Market appreciation of

$0.8 billion was driven by certain funds in our secondaries & portfolio finance and primary strategies in which fees are based

on fair value. Outflows of $2.4 billion were driven by realizations in our primary and secondaries & portfolio finance funds that

charge fees on invested capital.

Fee-earning AUM was $50.9 billion at September 30, 2024, an increase of $9.3 billion, or approximately 22%, compared

to $41.6 billion at September 30, 2023, as inflows and market appreciation more than outpaced outflows during the period.

Inflows of $10.9 billion were primarily driven by commitments raised in our secondaries & portfolio finance and co-investment

strategies and investment activity across all strategies. Market appreciation of $1.1 billion was driven by certain funds in our

secondaries & portfolio finance strategy in which fees are based on fair value. Outflows of $3.5 billion were driven by

realizations in our primary and secondaries & portfolio finance funds and step-downs in fee bases.

The table below provides the period to period rollforward of Total AUM.

	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
	(Dollars in millions)
Global Investment Solutions
Total AUM Rollforward
Balance, Beginning of Period	$80,633		$76,860
Inflows(1)	2,326		6,962
Outflows (including realizations)(2)	(1,910)		(5,088)
Market Activity & Other(3)	1,543		4,844
Foreign Exchange(4)	1,135		149
Balance, End of Period	$83,727		$83,727

(1)Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects

translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual

closing.

(2)Outflows includes distributions in our carry funds, related co-investment vehicles and separately managed accounts, as well as the

expiration of available capital.

(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related

co-investment vehicles and separately managed accounts, the net impact of fees, expenses and non-investment income, as well as other

changes in AUM.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Total AUM was $83.7 billion at September 30, 2024, an increase of $3.1 billion, or approximately 4%, compared to

$80.6 billion at June 30, 2024. The increase was driven by $2.3 billion of inflows related to fundraising primarily in our

secondaries & portfolio finance and CAPM retail strategies, market appreciation of $1.5 billion primarily in our secondaries &

portfolio finance and co-investment strategies, and $1.1 billion of positive foreign exchange activity from the translation of our

EUR-denominated AUM to USD. Partially offsetting the increase were outflows of $1.9 billion from realizations

predominantly in our primary and secondaries & portfolio finance funds.

Total AUM was $83.7 billion at September 30, 2024, an increase of $6.8 billion, or approximately 9%, compared to

$76.9 billion at December 31, 2023. Inflows from fundraising of $7.0 billion and market appreciation of $4.8 billion, both

driven by our secondaries & portfolio finance and co-investment strategies, were partially offset by outflows of $5.1 billion

from realizations predominantly in our primary and secondaries & portfolio finance funds.

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Fund Performance Metrics

The fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle

Group Inc. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle

Group Inc. is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and

future funds will achieve similar returns.

The following table reflects the performance of our significant funds in our Global Investment Solutions business. We

also present fund performance information for portfolios of investments held by separately managed accounts, generally

aggregated either as invested alongside the relevant commingled fund or over a specified time period.

(Amounts in millions)					TOTAL INVESTMENTS
					As of September 30, 2024
Global Investment Solutions (1)(8)			Vintage Year	Fund Size	Cumulative Invested Capital (2)(3)	Realized Value (3)	Remaining Fair Value (3)	Total Fair Value(3)(4)	MOIC (5)	Gross IRR   (6)(10)	Net IRR (7)(10)	Net Accrued Carry/ (Giveback) (12)
					(Reported in Local Currency, in Millions)
Secondaries & Portfolio Finance	ASF VIII		2024	$8,200	$2,138	$39	$2,883	$2,922	1.4x	NM	NM	$27
	ASF VII		2020	$6,769	$4,528	$1,408	$5,551	$6,960	1.5x	21%	16%	$99
	ASF VII - SMAs		2020	€2,016	€1,657	€420	€1,992	€2,412	1.5x	20%	17%	$34
	ASF VI		2017	$3,333	$2,741	$2,537	$1,945	$4,482	1.6x	16%	13%	$56
	ASF VI - SMAs		2017	€2,817	€2,698	€2,257	€2,019	€4,277	1.6x	14%	13%	$47
	ASF V		2012	$756	$662	$1,027	$176	$1,204	1.8x	18%	15%	$7
	ASF V - SMAs		2012	€3,916	€4,054	€6,910	€687	€7,597	1.9x	21%	20%	$14
	SMAs 2009-2011		2010	€1,859	€1,993	€3,411	€70	€3,481	1.7x	19%	18%	$—
	All Other Active Funds & Vehicles (9)		Various		$1,471	$600	$1,423	$2,024	1.4x	21%	19%	$20
	Fully Realized Funds & Vehicles		Various		€4,234	€6,960	€22	€6,982	1.6x	19%	18%	$—
Co-Investments	ACF IX		2023	$3,297	$771	$1	$805	$805	1.0x	NM	NM	$—
	ACF VIII		2021	$3,614	$3,338	$115	$4,119	$4,234	1.3x	12%	9%	$28
	ACF VIII - SMAs		2021	$1,069	$923	$45	$1,130	$1,175	1.3x	13%	10%	$7
	ACF VII		2017	$1,688	$1,638	$852	$2,425	$3,277	2.0x	17%	14%	$59
	ACF VII - SMAs		2017	€1,452	€1,412	€607	€2,017	€2,624	1.9x	16%	14%	$42
	SMAs 2014-2016		2014	€1,274	€1,108	€2,221	€676	€2,897	2.6x	25%	23%	$11
	SMAs 2012-2013		2012	€1,124	€1,055	€2,819	€174	€2,993	2.8x	28%	26%	$1
	SMAs 2009-2010		2010	€1,475	€1,371	€3,523	€565	€4,088	3.0x	23%	22%	$—
	Strategic SMAs		Various		$4,046	$1,295	$5,476	$6,771	1.7x	18%	17%	$72
	All Other Active Funds & Vehicles (9)		Various		€499	€614	€137	€751	1.5x	16%	14%	$2
	Fully Realized Funds & Vehicles		Various		€5,706	€9,840	€1	€9,841	1.7x	15%	13%	$—
Primary Investments	SMAs 2024-2026		2024	$1,509	$10	$—	$8	$8	0.8x	NM	NM	$—
	SMAs 2021-2023		2021	€4,505	€1,055	€31	€1,158	€1,190	1.1x	NM	NM	$—
	SMAs 2018-2020		2018	$3,116	$2,257	$402	$2,781	$3,183	1.4x	15%	14%	$2
	SMAs 2015-2017		2015	€2,501	€2,475	€2,358	€2,468	€4,826	1.9x	20%	20%	$10
	SMAs 2012-2014		2012	€5,080	€5,899	€9,054	€3,849	€12,902	2.2x	18%	17%	$15
	SMAs 2009-2011		2009	€4,877	€5,702	€10,406	€1,933	€12,339	2.2x	17%	17%	$1
	SMAs 2006-2008		2005	€11,500	€13,322	€21,908	€1,303	€23,210	1.7x	10%	10%	$—
	SMAs 2003-2005		2003	€4,628	€5,049	€8,008	€161	€8,169	1.6x	10%	9%	$—
	All Other Active Funds & Vehicles (9)		Various		€1,813	€1,773	€272	€2,045	1.1x	3%	2%	$—
	Fully Realized Funds & Vehicles		Various		€4,916	€8,004	€33	€8,037	1.6x	12%	11%	$—
TOTAL GLOBAL INVESTMENT SOLUTIONS (USD)(11)					$98,125	$121,059	$50,503	$171,562	1.7x	14%	13%	$554

(1)Includes private equity and mezzanine primary fund investments, secondary fund investments and co-investments

originated by AlpInvest. Excluded from the performance information shown are: (a) investments that were not originated

by AlpInvest (i.e., AlpInvest did not make the original investment decision or recommendation); (b) Direct Investments,

which was spun off from AlpInvest in 2005; (c) Carlyle AlpInvest Private Markets (CAPM); and (d) LP co-investment

vehicles managed by AlpInvest. As of September 30, 2024, these excluded portfolios amounted to approximately $7.8

billion of AUM in the aggregate.

(2)Represents the original cost of investments since inception of the fund.

(3)To exclude the impact of FX, all foreign currency cash flows have been converted to the currency representing a majority

of the capital committed to the relevant fund at the reporting period spot rate.

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(4)Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried

interest.

(5)Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest,

divided by cumulative invested capital.

(6)Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner

invested capital based on investment contributions, distributions and unrealized value of the underlying investments, before

management fees, expenses and carried interest at the AlpInvest level.

(7)Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested

capital based on investment contributions, distributions and unrealized value of the underlying investments, after

management fees, expenses and carried interest. Fund level IRRs are based on aggregate Limited Partner cash flows, and

this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued

performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund. 

(8)“ASF” stands for AlpInvest Secondaries Fund, “ACF” stands forAlpInvest Co-Investment Fund, and “SMAs” are

Separately Managed Accounts. “ASF - SMAs” and “ACF - SMAs” reflect the aggregated portfolios of investments held by

SMAs within the relevant strategy, which invest alongside the relevant ASF or ACF (as applicable). Strategic SMAs reflect

the aggregated portfolios of co-investments made by SMAs sourced from the SMA investor’s own private equity fund

investment portfolio. Other SMAs reflect the aggregated portfolios of investments within the relevant strategy that began

making investments in the corresponding time periods. Co-Investments SMAs 2014-2016 does not include two SMAs that

started in 2016 but invested a substantial majority alongside ACF VII. These two SMAs have instead been grouped with

ACF VII - SMAs. An SMA may pursue multiple investment strategies and make commitments over multiple years.

(9)Includes ASF VIII - SMAs, ACF IX - SMAs, AlpInvest Strategic Portfolio Finance II, AlpInvest Atom Fund, AlpInvest

Atom Fund II, all mezzanine investment portfolios, all ‘clean technology’ private equity investment portfolios, all strategic

portfolio finance SMAs, and any state-focused investment mandate portfolios.

(10)For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time

since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful but

is negative as of reporting period end. 

(11)For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting

period spot rate. 

(12)Represents the net accrued performance revenue balance/(giveback obligation) as of the current quarter end. Total Net

Accrued Carry excludes $0.4 million of net accrued carry as of September 30, 2024, which was retained as part of the sale

of MRE on April 1, 2021.

Liquidity and Capital Resources

Historical Liquidity and Capital Resources

We have historically required limited capital resources to support the working capital and operating needs of our

business. Our management fees have largely covered our operating costs and all realized performance allocations, after

covering the related compensation, are available for distribution to stockholders. Approximately 95% – 97% of all capital

commitments to our funds are provided by our fund investors, with the remaining amount typically funded by Carlyle, our

senior Carlyle professionals, advisors and other professionals. We may elect to invest additional amounts in funds focused on

new investment areas.

Our Sources of Liquidity

We have multiple sources of liquidity to meet our capital needs, including cash on hand, annual cash flows, accumulated

earnings and funds from our senior revolving credit facility, which had $1.0 billion of available capacity as of September 30,

2024. We believe these sources will be sufficient to fund our capital needs for at least the next twelve months. We believe we

will meet longer-term expected future cash requirements and obligations through a combination of existing cash and cash

equivalent balances, cash flow from operations, accumulated earnings, and amounts available for borrowing from our senior

revolving credit facility or other financings.

Cash and cash equivalents. Cash and cash equivalents were approximately $1.4 billion at September 30, 2024. However,

a portion of this cash is allocated for specific business purposes, including, but not limited to: (i) performance allocations and

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incentive fee related cash that has been received but not yet distributed as performance allocations and incentive fee related

compensation and amounts owed to non-controlling interests, (ii) proceeds received from realized investments that are allocable

to non-controlling interests, and (iii) regulatory capital.

Corporate Treasury Investments. These 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.

After deducting cash amounts allocated to the specific requirements mentioned above, the remaining cash, cash

equivalents, and corporate treasury investments, was approximately $1.3 billion as of September 30, 2024. This remaining

amount will be used towards our primary liquidity needs, as outlined in the next section. This amount does not take into

consideration ordinary course of business payables and reserves for specific business purposes.

Senior Revolving Credit Facility. The capacity under the revolving credit facility is $1.0 billion and the facility is

scheduled to mature on April 29, 2027. 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. Principal amounts outstanding

under the amended and restated 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 rate for non-U.S.

dollar borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50% per annum (5.95% at September 30,

2024). As of September 30, 2024, there were no amounts outstanding under the senior revolving credit facility.

The senior revolving credit facility is unsecured. We are required to maintain management fee earning assets (as defined

in the amended and restated senior revolving credit facility) of at least $126.6 billion and a total leverage ratio of less than 4.0 to

1.0, in each case, tested on a quarterly basis. Non-compliance with any of the financial or non-financial covenants without cure

or waiver would constitute an event of default under the senior revolving credit facility. An event of default resulting from a

breach of certain financial or non-financial covenants may result, at the option of the lenders, in an acceleration of the principal

and interest outstanding, and a termination of the senior revolving credit facility. The senior credit facility also contains other

customary events of default, including defaults based on events of bankruptcy and insolvency, nonpayment of principal, interest

or fees when due, breach of specified covenants, change in control and material inaccuracy of representations and warranties.

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. As currently amended, the Global

Credit Revolving Credit Facility provides for a revolving line of credit with a capacity of $300 million, which matures in

September 2027, and a second revolving line of credit with a capacity of $200 million, which matures in August 2025.

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%. During the three months ended September 30, 2024, the Company made no borrowings under the Global Credit

Revolving Credit Facility. During the nine months ended September 30, 2024, the Company made borrowings of $5.0 million

and €5.0 million, which were repaid during the period. As of September 30, 2024, there was no borrowing outstanding under

the Global Credit Revolving Credit Facility.

CLO Borrowings. For certain of our 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 or other financing arrangements. 

The Company’s CLO borrowings outstanding were $358.7 million and $431.7 million at September 30, 2024 and

December 31, 2023, respectively. The CLO borrowings 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. As of September 30, 2024, $338.0 million of these borrowings are secured by investments attributable to The Carlyle

Group Inc. See Note 6, Borrowings, to the condensed consolidated financial statements included in this Quarterly Report on

Form 10-Q for more information on our CLO borrowings.

Senior Notes. Certain indirect finance subsidiaries of the Company have issued senior notes, on which interest is payable

semi-annually, as discussed below. The senior notes are unsecured and unsubordinated obligations of the respective subsidiary

and are fully and unconditionally guaranteed, jointly and severally, by the Company and each of the Carlyle Holdings

partnerships. The indentures governing each of the senior notes contain customary covenants that, among other things, limit the

issuers’ and the guarantors’ ability, subject to certain exceptions, to incur indebtedness secured by liens on voting stock or

profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The notes also

contain customary events of default. All or a portion of the notes may be redeemed at our option, in whole or in part, at any

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time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the notes. If a change

of control repurchase event occurs, the notes are subject to repurchase at the repurchase price as set forth in the notes.

3.500% Senior Notes. In September 2019, Carlyle Finance Subsidiary L.L.C. issued $425.0 million of 3.500% senior

notes due September 19, 2029 at 99.841% of par.

5.625% Senior Notes. In March 2013, Carlyle Holdings II Finance L.L.C. issued $400.0 million of 5.625% senior notes

due March 30, 2043 at 99.583% of par. In March 2014, an additional $200.0 million of these notes were issued at 104.315% of

par and are treated as a single class with the already outstanding $400.0 million aggregate principal amount of these notes.

5.650% Senior Notes. In September 2018, Carlyle Finance L.L.C. issued $350.0 million of 5.650% senior notes due

September 15, 2048 at 99.914% of par.

Subordinated Notes. In May and June 2021, Carlyle Finance L.L.C. issued $500.0 million aggregate principal amount of

4.625% subordinated notes due May 15, 2061. The subordinated notes are unsecured and subordinated obligations of the issuer

and are fully and unconditionally guaranteed, 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. The indentures

governing the subordinated notes contain customary covenants that, among other things, limit the issuers’ and the guarantors’

ability, subject to certain exceptions, to incur indebtedness ranking on a parity with the subordinated notes or indebtedness

ranking junior to the subordinated notes secured by liens on voting stock or profit participating equity interests of their

subsidiaries or merge, consolidate or sell, transfer or lease all or substantially all of their assets. The subordinated notes also

contain customary events of default. All or a portion of the notes may be redeemed at our option, in whole or in part, at any

time and from time to time on or after June 15, 2026, prior to their stated maturity, 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 to no longer 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.

Obligations of CLOs. Loans payable of the Consolidated Funds primarily comprise amounts due to holders of debt

securities issued by the CLOs. We are not liable for any loans payable 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 consists of cash and cash equivalents, corporate loans, corporate bonds and other securities.

Realized Performance Allocation Revenues. Another source of liquidity we may use to meet our capital needs is the

realized performance allocation revenues generated by our investment funds. Performance allocations are generally realized

when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the preferred return.

For certain funds, performance allocations are realized once all invested capital and expenses have been returned to the fund’s

investors and the fund’s cumulative returns are in excess of the preferred return. Incentive fees earned on our CLO vehicles

generally are paid upon the dissolution of such vehicles.

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Our accrued performance allocations by segment as of September 30, 2024, gross and net of accrued giveback

obligations, are set forth below:

	Accrued Performance Allocations(1)		Accrued Giveback Obligation		Net Accrued Performance Revenues
	(Dollars in millions)
Global Private Equity	$5,048.4		$(18.4)		$5,030.0
Global Credit	476.6		(25.5)		451.1
Global Investment Solutions	1,685.8		—		1,685.8
Total	$7,210.8		$(43.9)		$7,166.9
Plus:  Accrued performance allocations from NGP Carry Funds(2)					487.8
Less:  Accrued performance allocation-related compensation					(4,924.3)
Plus:  Receivable for giveback obligations from current and former employees					11.5
Less:  Deferred taxes on certain foreign accrued performance allocations					(21.7)
Less/Plus:  Net accrued performance allocations/giveback obligations attributable to non-controlling interests in consolidated entities					7.2
Plus:  Net accrued performance allocations attributable to Consolidated Funds, eliminated in consolidation					10.0
Net accrued performance revenues before timing differences					2,737.4
Less/Plus:  Timing differences between the period when accrued performance allocations/giveback obligations are realized and the period they are collected/distributed					47.2
Net accrued performance revenues attributable to The Carlyle Group Inc.					$2,784.6

(1)Accrued incentive fees are excluded from net accrued performance revenues.

(2)Accrued performance allocations from NGP funds are presented as investments in the condensed consolidated balance sheet.

The net accrued performance revenues attributable to The Carlyle Group Inc., excluding realized amounts, related to our

carry funds and our other vehicles as of September 30, 2024, as well as the carry fund appreciation (depreciation), is set forth

below by segment (Dollars in millions):

	Carry Fund Appreciation/(Depreciation)(1)												Net Accrued Performance Revenues
	Quarter-to-Date				Year-to-Date				Last Twelve Months
	Q3 2023		Q3 2024		Q3 2023		Q3 2024		Q3 2023		Q3 2024
Overall Carry Fund Appreciation/(Depreciation)	2%		3%		5%		7%		5%		8%
Global Private Equity(2):													$2,055.7
Corporate Private Equity	1%		4%		3%		7%		4%		9%		1,479.0
Real Estate	1%		2%		2%		4%		1%		2%		141.8
Infrastructure & Natural Resources	5%		2%		8%		7%		11%		6%		435.9
Global Credit Carry Funds	2%		3%		8%		9%		10%		14%		174.4
Global Investment Solutions Carry Funds	2%		2%		9%		6%		5%		8%		554.5
Net Accrued Performance Revenues													$2,784.6

(1)Appreciation/(Depreciation) represents unrealized gain/(loss) for the period on a total return basis before fees and expenses. The

percentage of return is calculated as: ending remaining investment fair market value plus net investment outflow (sales proceeds

minus net purchases) minus beginning remaining investment fair market value divided by beginning remaining investment fair

market value. Amounts are fund only, and do not include coinvestments.

(2)Includes $1.0 million of net accrued clawback from our Legacy Energy funds.

Realized Principal Investment Income. Another source of liquidity we may use to meet our capital needs is the realized

principal investment income generated by our equity method investments and other principal investments. Principal investment

income is realized when we redeem all or a portion of our investment or when we receive or are due cash income, such as

dividends or distributions. Certain of the investments attributable to The Carlyle Group Inc. (excluding certain general partner

interests, certain strategic investments, and investments in certain CLOs) may be sold at our discretion as a source of liquidity.

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Investments as of September 30, 2024 consist of the following:

	Investments in Carlyle Funds		Investments in NGP(1)		Total
	(Dollars in millions)
Investments, excluding performance allocations	$3,023.2		$861.0		$3,884.2
Less: Amounts attributable to non-controlling interests in consolidated entities	(300.5)		—		(300.5)
Plus: Investments in Consolidated Funds, eliminated in consolidation	302.5		—		302.5
Less: Strategic equity method investments in NGP Management	—		(373.2)		(373.2)
Less: Investment in NGP general partners - accrued performance allocations	—		(487.8)		(487.8)
Total investments attributable to The Carlyle Group Inc.	$3,025.2		$—		$3,025.2

(1)Strategic equity method investment in NGP Management and investments in NGP general partners - accrued performance allocations.

See Note 4, Investments, to our condensed consolidated financial statements.

Our investments as of September 30, 2024 can be further attributed as follows (Dollars in millions):

Investments in Carlyle Funds, excluding CLOs:
Global Private Equity funds(1)	$962.9
Global Credit funds(2)	1,243.1
Global Investment Solutions funds	269.8
Total investments in Carlyle Funds, excluding CLOs	2,475.8
Investments in CLOs	438.2
Other investments	111.2
Total investments attributable to The Carlyle Group Inc.	3,025.2
CLO loans and other borrowings collateralized by investments attributable to The Carlyle Group Inc.(3)	(338.0)
Total investments attributable to The Carlyle Group Inc., net of CLO loans and other borrowings	$2,687.2

(1)Excludes our strategic equity method investment in NGP Management and investments in NGP general partners - accrued

performance allocations.

(2)Includes the Company’s indirect investment in Fortitude through Carlyle FRL, a Carlyle-affiliated investment fund, as discussed in

Note 4, Investments, to the condensed consolidated financial statements. This investment had a carrying value of $741.5 million as

of September 30, 2024.

(3)Of the $355.8 million in total CLO borrowings as of September 30, 2024 and as disclosed in Note 6, Borrowings, to the condensed

consolidated financial statements, $338.0 million are collateralized by investments attributable to The Carlyle Group Inc. The

remaining $17.8 million in total CLO borrowings are collateralized by investments attributable to non-controlling interests.

Our Liquidity Needs

We generally use our working capital and cash flows to invest in growth initiatives, service our debt, fund the working

capital needs of our business and investment funds and return capital to our common stockholders in the form of dividends or

stock repurchases.

In the future, we expect that our primary liquidity needs will be to: 

•provide capital to facilitate the growth of our existing business lines;

•provide capital to facilitate our expansion into new, complementary business lines, including acquisitions;

•pay operating expenses, including compensation and compliance costs and other obligations as they arise;

•fund costs of litigation and contingencies, including related legal costs;

•fund the capital investments of Carlyle in our funds;

•fund capital expenditures;

•repay borrowings and related interest costs and expenses;

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•pay earn-outs and contingent cash consideration associated with our acquisitions and strategic investments;

•pay income taxes, including corporate income taxes;

•pay dividends to our common stockholders in accordance with our dividend policy;

•repurchase our common stock and pay any associated taxes; and

•settle tax withholding obligations in connection with net share settlements of equity-based awards.

Common Stockholder Dividends. Under our dividend policy for our common stock, our intention is to pay dividends to

holders of our common stock in an amount of $0.35 per common share on a quarterly basis ($1.40 annually), which

commenced with the first quarter 2023 dividend paid in May 2023. For U.S. federal income tax purposes, any dividends we pay

generally will be treated as qualified dividend income (generally taxable to U.S. individual stockholders at capital gain rates)

paid by a domestic corporation to the extent paid out of our current or accumulated earnings and profits, as determined for U.S.

federal income tax purposes, with any excess dividends treated as return of capital to the extent of the stockholder’s basis. The

declaration and payment of dividends to holders of our common stock will be at the sole discretion of our Board of Directors

and in compliance with applicable law, and our dividend policy may be changed at any time.

With respect to dividend year 2024, the Board of Directors has declared a dividend to common stockholders totaling

$376.4 million, or $1.05 per share, consisting of the following:

Common Stock Dividends - Dividend Year 2024
Quarter	Dividend per Common Share		Dividend to Common Stockholders	Record Date	Payment Date
(Dollars in millions, except per share data)
Q1 2024	$0.35		$125.6	May 14, 2024	May 21, 2024
Q2 2024	0.35		125.5	August 16, 2024	August 26, 2024
Q3 2024	0.35		125.3	November 18, 2024	November 25, 2024
Total	$1.05		$376.4

With respect to dividend year 2023, the Board of Directors declared cumulative dividends to common stockholders

totaling $506.0 million, consisting of the following:

Common Stock Dividends - Dividend Year 2023
Quarter	Dividend per Common Share		Dividend to Common Stockholders	Record Date	Payment Date
(Dollars in millions, except per share data)
Q1 2023	$0.35		$126.7	May 16, 2023	May 23, 2023
Q2 2023	0.35		126.3	August 15, 2023	August 23, 2023
Q3 2023	0.35		126.3	November 21, 2023	November 29, 2023
Q4 2023	0.35		126.7	February 23, 2024	March 1, 2024
Total	$1.40		$506.0

Dividends to common stockholders paid during the nine months ended September 30, 2024 totaled $377.8 million,

including the amount paid in March 2024 of $0.35 per common share in respect of the fourth quarter of 2023. Dividends to

common stockholders paid during the nine months ended September 30, 2023 totaled $371.4 million, including the amount paid

in March 2023 of $0.325 per common share in respect of the fourth quarter of 2022.

Fund Commitments. Generally, Carlyle commits to fund approximately 0.75% of the capital commitments to our future

carry funds, although we may elect to invest additional amounts in funds focused on new investment areas. We may, from time

to time, exercise our right to purchase additional interests in our investment funds that become available in the ordinary course

of their operations. We expect our senior Carlyle professionals and employees to continue to make significant capital

contributions to our funds based on their existing commitments, and to make capital commitments to future funds consistent

with the level of their historical commitments. We also intend to make investments in our open-end funds and our CLO

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vehicles. Our investments in our European CLO vehicles will comply with the risk retention rules as discussed in “Risk

Retention Rules” later in this section.

Since our inception through September 30, 2024, we and our senior Carlyle professionals, operating executives and other

professionals have invested or committed to invest in or alongside our funds. Approximately 3% to 5% of all capital

commitments to our funds are funded collectively by us and our senior Carlyle professionals, operating executives and other

professionals.

A substantial majority of the remaining commitments are expected to be funded by senior Carlyle professionals,

operating executives, and other professionals through our internal co-investment program. Of the $4.3 billion of unfunded

commitments, approximately $3.6 billion is subscribed individually by senior Carlyle professionals, operating executives, and

other professionals, with the balance funded directly by the Company. Approximately 76% of the $4.3 billion of unfunded

commitments relate to investment funds in our Global Private Equity segment.

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

placement agent for security offerings and loan originations. We earn fees in connection with these activities and bear the risk

of the sale of such securities and placement of such loans, which may be longer dated. As of September 30, 2024, there were no

material outstanding commitments related to the origination and syndication of loans and securities under the Carlyle Global

Capital Markets platform.

Repurchase Program. During the nine months ended September 30, 2024, we paid an aggregate of $345.6 million to

repurchase and retire approximately 8.0 million shares of common stock. In addition, during the nine months ended September

30, 2024, we paid an aggregate of $133.2 million and retired 2.8 million shares of common stock to settle tax withholding

obligations in connection with net share settlements of equity-based awards, for a total of $478.8 million shares repurchased or

withheld this year. As of September 30, 2024, $0.9 billion of repurchase capacity remained under the share repurchase program,

which reflects the cost of common shares repurchased as well as shares settled for tax withholding payments made by the

Company related to the net share settlement of equity-based awards. For further information on our repurchase program, see

Note 13, Equity, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Cash Flows

The significant captions and amounts from our condensed consolidated statements of cash flows, which include the

effects of our Consolidated Funds and CLOs in accordance with U.S. GAAP, are summarized below.

	Nine Months Ended September 30,
	2024		2023
	(Dollars in millions)
Statements of Cash Flows Data
Net cash used in operating activities	$(406.7)		$(49.2)
Net cash used in investing activities	(50.9)		(84.5)
Net cash provided by financing activities	370.7		52.6
Effect of foreign exchange rate changes	23.7		(8.2)
Net change in cash, cash equivalents and restricted cash	$(63.2)		$(89.3)

Net cash used in operating activities. Net cash used in operating activities includes the investment activity of our

Consolidated Funds. Excluding this activity, net cash used in operating activities was primarily driven by our earnings in the

respective periods after adjusting for significant non-cash activity, including non-cash performance allocations and incentive

fees, the related non-cash performance allocations and incentive fee related compensation, non-cash equity-based

compensation, and depreciation, amortization and impairments, all of which are included in earnings. Operating cash inflows

primarily include the receipt of management fees, realized performance allocations and incentive fees, while operating cash

outflows primarily include payments for operating expenses, including compensation and general, administrative and other

expenses.

Cash flows provided by operating activities during the nine months ended September 30, 2024 and 2023, excluding the

activities of our Consolidated Funds, were $867.3 million and $718.8 million, respectively. During the nine months ended

September 30, 2024 and 2023, cash inflows impacting net cash used in operating activities primarily included the receipt of

management fees and realized performance allocations and incentive fees, totaling approximately $2.8 billion and $2.5 billion,

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respectively. These inflows were offset by payments for compensation and general, administrative and other expenses of

approximately $2.0 billion and $1.7 billion for the nine months ended September 30, 2024 and 2023, respectively, which

includes payment of 2023 and 2022 year-end bonuses paid in January 2024 and 2023, respectively. Additionally, operating

outflows during the nine months ended September 30, 2023 included a $68.6 million payment relating to the Carlyle Aviation

Partners earn-out and a $20.3 million payment to the former Carlyle Holdings unitholders related to amounts owed under the

tax receivable agreement.

Cash used to purchase investments, as well as the proceeds from the sale of such investments, are also reflected in our

operating activities as investments are a normal part of our operating activities. During the nine months ended September 30,

2024, investment proceeds were $333.3 million as compared to investment purchases of $213.8 million, which included a

$115.1 million deferred consideration payment related to our investment in Fortitude. During the nine months ended September

30, 2023, investment proceeds were $338.4 million as compared to investment purchases of $221.3 million, which included our

$50.0 million follow-on investment in Carlyle FRL and our $40.0 million investment in Carlyle Capital Income Fund, an NYSE

listed closed-end fund that primarily invests in equity and junior debt tranches of CLOs.

The net cash provided by operating activities for the nine months ended September 30, 2024 and 2023 also reflects the

investment activity of our Consolidated Funds. For the nine months ended September 30, 2024, purchases of investments by the

Consolidated Funds were $5.0 billion, while proceeds from the sales and settlements of investments by the Consolidated Funds

were $3.7 billion. For the nine months ended September 30, 2023, purchases of investments by the Consolidated Funds were

$2.3 billion, while proceeds from the sales and settlements of investments by the Consolidated Funds were $1.7 billion.

Net cash used in investing activities. Our investing activities generally reflect cash used for fixed assets, software for

internal use, and corporate treasury investments. For the nine months ended September 30, 2024, cash used in investing

activities principally reflects purchases of fixed assets of $51.0 million. For the nine months ended September 30, 2023, cash

used in investing activities principally reflects purchases of corporate treasury investments of $187.3 million and purchases of

fixed assets of $49.6 million, partially offset by proceeds from corporate treasury investments of $152.4 million.

Net cash provided by financing activities. Net cash provided by (used in) financing activities during the nine months

ended September 30, 2024 and 2023, excluding the activities of our Consolidated Funds, was $(888.6) million and $(718.6)

million, respectively. During the nine months ended September 30, 2024, we borrowed and subsequently repaid an aggregate of

$10.4 million under the Global Credit Revolving Credit Facility. We also paid $68.8 million in each of January 2024 and

January 2023, representing the final and fourth annual installments, respectively, of the deferred consideration payable to

former Carlyle Holdings unitholders in connection with the Conversion.

Dividends paid to our common stockholders were $377.8 million and $371.4 million for the nine months ended

September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024 and 2023, we paid $478.8 million

and $203.7 million, respectively, to repurchase and retire 10.9 million and 6.5 million shares, respectively, which included

shares retired in connection with the net share settlement of equity-based awards during the nine months ended September 30,

2024.

The net borrowings (payments) on loans payable by our Consolidated Funds during the nine months ended September 30,

2024 and 2023 were $1,220.5 million and $777.2 million, respectively. Contributions from non-controlling interest holders

were $219.2 million and $99.0 million for the nine months ended September 30, 2024 and 2023, respectively, which relate

primarily to contributions from the non-controlling interest holders in Consolidated Funds. For the nine months ended

September 30, 2024 and 2023, distributions to non-controlling interest holders were $73.0 million and $99.7 million,

respectively, which relate primarily to distributions to the non-controlling interest holders in Consolidated Funds.

Our Balance Sheet

Total assets were $22.7 billion at September 30, 2024, an increase of $1.5 billion compared to December 31, 2023,

primarily attributable to an increase in Investments, including performance allocations of $1.1 billion, an increase in

Investments in Consolidated Funds of $0.2 billion, and an increase in Cash and cash equivalents held at Consolidated Funds of

$0.1 billion. The increase in Investments, including performance allocations was primarily due to an increase in Accrued

performance allocations related to CP VII.

Total liabilities were $16.3 billion at September 30, 2024, an increase of $0.9 billion from December 31, 2023. The

increase in liabilities was primarily attributable to an increase in Accrued compensation and benefits of $0.5 billion, an increase

in Deferred revenue of $0.2 billion, an increase of $0.1 billion in Other liabilities of Consolidated Funds, and an increase in

Deferred tax liabilities of $0.1 billion. The increase in Accrued compensation and benefits was primarily due to accruals of

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performance allocations, partially offset by payments of year-end bonuses. The increase in Deferred revenue was driven by the

receipt of management fees not yet recognized. The increase in Deferred tax liabilities was driven by an increase in accrued

performance allocations, partially offset by the tax impact of an increase in equity-based compensation expense.

The assets and liabilities of the Consolidated Funds are generally held within separate legal entities and, as a result, the

assets of the Consolidated Funds are not available to meet our liquidity requirements and similarly the liabilities of the

Consolidated Funds are non-recourse to us. In addition, as previously discussed, the CLO term loans generally are secured by

the Company’s investment in the CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and do

not have recourse to any other Carlyle entity.

Our balance sheet without the effect of the Consolidated Funds can be seen in Note 17, Supplemental Financial

Information, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. At

September 30, 2024, our total assets without the effect of the Consolidated Funds were $15.1 billion, including cash and cash

equivalents of $1.4 billion and net accrued performance revenues of $2.8 billion.

Unconsolidated Entities

Certain of our funds have entered into lines of credit secured by their investors’ unpaid capital commitments or by a

pledge of the equity of the underlying investment. These lines of credit are used primarily to reduce the overall number of

capital calls to investors or for working capital needs. In certain instances, however, they may be used for other investment

related activities, including serving as bridge financing for investments. The degree of leverage employed varies among our

funds.

Off-balance Sheet Arrangements

In the normal course of business, we enter into various off-balance sheet arrangements including sponsoring and owning

limited or general partner interests in consolidated and non-consolidated funds, entering into derivative transactions, and

entering into guarantee arrangements. We also have ongoing capital commitment arrangements with certain of our consolidated

and non-consolidated funds. We do not have any other off-balance sheet arrangements that would require us to fund losses or

guarantee target returns to investors in any of our other investment funds.

For further information regarding our off-balance sheet arrangements, see Note 2, Summary of Significant Accounting

Policies, and Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included in this

Quarterly Report on Form 10-Q.

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Contractual Obligations

The following table sets forth information relating to our contractual obligations as of September 30, 2024 on a

consolidated basis and on a basis excluding the obligations of the Consolidated Funds:

	Oct. 1, 2024 to Dec. 31, 2024		2025-2026		2027-2028		Thereafter		Total
	(Dollars in millions)
Debt obligations(1)	$9.0		$69.6		$44.3		$2,110.8		$2,233.7
Interest payable(2)	28.0		207.5		199.0		1,648.9		2,083.4
Other consideration(3)	0.3		37.0		33.7		—		71.0
Operating lease obligations(4)	17.2		138.5		136.4		299.1		591.2
Capital commitments to Carlyle funds(5)	4,390.0		—		—		—		4,390.0
Tax receivable agreement payments(6)	—		9.2		15.0		52.0		76.2
Loans payable of Consolidated Funds(7)	102.0		809.1		810.2		8,678.4		10,399.7
Unfunded commitments of the CLOs(8)	16.1		—		—		—		16.1
Consolidated contractual obligations	4,562.6		1,270.9		1,238.6		12,789.2		19,861.3
Loans payable of Consolidated Funds(7)	(102.0)		(809.1)		(810.2)		(8,678.4)		(10,399.7)
Capital commitments to Carlyle funds(5)	(3,656.4)		—		—		—		(3,656.4)
Unfunded commitments of the CLOs(8)	(16.1)		—		—		—		(16.1)
Carlyle Operating Entities contractual obligations	$788.1		$461.8		$428.4		$4,110.8		$5,789.1

(1)The table above assumes that no prepayments are made on the senior and subordinated notes and that the outstanding balances, if any, on the senior

credit facility and Global Credit Revolving Credit Facility are repaid on the maturity dates of credit facilities. The CLO term loans are included in the

table above based on the earlier of the stated maturity date or the date the CLO is expected to be dissolved. See Note 6, Borrowings, to the condensed

consolidated financial statements for the various maturity dates of our borrowings.

(2)The interest rates on the debt obligations as of September 30, 2024 consist of: 3.500% on $425.0 million of senior notes, 5.650% on $350.0 million of

senior notes, 5.625% on $600.0 million of senior notes, 4.625% on $500.0 million of subordinated notes, and a range of approximately 5.21% to

11.83% for our CLO term loans. Interest payments assume that no prepayments are made and loans are held until maturity with the exception of the

CLO term loans, which are based on the earlier of the stated maturity date or the date the CLO is expected to be dissolved.

(3)These obligations represent our estimate of amounts to be paid on the contingent cash obligations associated with our acquisitions of Carlyle Aviation

Partners and Abingworth. The payment obligations are unsecured obligations of the Company or a subsidiary thereof, subordinated in right of payment

to indebtedness of the Company and its subsidiaries, and do not bear interest.

(4)We lease office space in various countries around the world, including our largest offices in Washington, D.C., New York City, London, Amsterdam

and Hong Kong, which have non-cancelable lease agreements expiring in various years through 2036. The amounts in this table represent the minimum

lease payments required over the term of the lease.

(5)These obligations generally represent commitments by us to fund a portion of the purchase price paid for each investment made by our funds. These

amounts are generally due on demand and are therefore presented in the less than one year category. A substantial majority of these investments is

expected to be funded by senior Carlyle professionals and other professionals through our internal co-investment program. Of the $4.3 billion of

unfunded commitments to the funds, approximately $3.6 billion is subscribed individually by senior Carlyle professionals, advisors and other

professionals, with the balance funded directly by the Company. Additionally, these obligations include accrued giveback that has been realized but not

yet paid to the respective funds, a portion of which is payable by current and former senior Carlyle professionals.

(6)In connection with our initial public offering, we entered into a tax receivable agreement with the limited partners of the Carlyle Holdings partnerships

whereby we agreed to pay such limited partners 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. From and

after the consummation of the Conversion, former holders of Carlyle Holdings partnership units do not have any rights to payments under the tax

receivable agreement except for payment obligations pre-existing at the time of the Conversion with respect to exchanges that occurred prior to the

Conversion. These obligations are more than offset by the future cash tax savings that we are expected to realize.

(7)These obligations represent amounts due to holders of debt securities issued by the consolidated CLO vehicles. These obligations include interest to be

paid on debt securities issued by the consolidated CLO vehicles. Interest payments assume that no prepayments are made and loans are held until

maturity. For debt securities with rights only to the residual value of the CLO and no stated interest, no interest payments were included in this

calculation. Interest payments on variable-rate debt securities are based on interest rates in effect as of September 30, 2024, at spreads to market rates

pursuant to the debt agreements, and range from 1.15% to 12.83%.

(8)These obligations represent commitments of the CLOs to fund certain investments. These amounts are generally due on demand and are therefore

presented in the less than one year category.

Excluded from the table above are liabilities for uncertain tax positions of $43.0 million at September 30, 2024 as we are

unable to estimate when such amounts may be paid.

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Contingent Cash Payments For Business Acquisitions and Strategic Investments

We have certain contingent cash obligations associated with our acquisition of Abingworth, which are accounted for as

compensation expense, and are accrued over the service period. If earned, payments are made in the quarter following the

performance year to which the payments relate. The contingent cash obligations relate to future incentive payments of up to

$130.0 million that are payable upon the achievement of certain performance targets during 2025 through 2028, which is the

maximum amount that could be paid as of September 30, 2024. Through September 30, 2024, we paid $2.5 million, and as of

September 30, 2024, we recognized $2.0 million on the balance sheet related to these contingent cash obligations.

In connection with our acquisition of Carlyle Aviation Partners, we had contingent cash payments related to an earn-out

of up to $150.0 million that were payable upon the achievement of certain revenue and earnings performance targets during

2020 through 2025. Through December 31, 2022, we paid $53.6 million related to this earn-out. During the first quarter of

2023, we entered into a termination and settlement agreement with respect to the earn-out, pursuant to which we paid

$68.6 million, and agreed to pay an aggregate $2.4 million in installments in 2024 and 2025. Pursuant to the termination and

settlement agreement, we paid the first installment of $1.5 million during the first quarter of 2024.

Risk Retention Rules

We will continue to comply with the risk retention rules governing CLOs issued in Europe for which we are a sponsor,

which require a combination of capital from our balance sheet, commitments from senior Carlyle professionals and/or third

party financing.

Guarantees

See Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included in this

Quarterly Report on Form 10-Q for information related to all of our material guarantees.

Indemnifications

In many of our service contracts, we agree to indemnify the third-party service provider under certain circumstances. The

terms of the indemnities vary from contract to contract, and the amount of indemnification liability, if any, cannot be

determined and has not been included in the table above or recorded in our condensed consolidated financial statements as of

September 30, 2024. See Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included

in this Quarterly Report on Form 10-Q for information related to indemnifications.

Contingent Obligations (Giveback)

Carried interest is ultimately realized when: (1) an underlying investment is profitably disposed of, (2) certain costs borne

by the limited partner investors have been reimbursed, (3) the fund’s cumulative returns are in excess of the preferred return

and (4) we have decided to collect carry rather than return additional capital to limited partner investors. Realized carried

interest may be required to be returned by us 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. See Note 8, Commitments and Contingencies, to the condensed consolidated financial

statements included in this Quarterly Report on Form 10-Q for additional information related to our contingent obligations

(giveback).

Other Contingencies

In the ordinary course of business, we are a party to litigation, investigations, inquiries, employment-related matters,

disputes and other potential claims. We discuss certain of these matters in Note 8, Commitments and Contingencies, to the

condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

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Carlyle Common Stock

A rollforward of our common stock outstanding for the nine months ended September 30, 2024 is as follows:

	Nine Months Ended September 30,
	2024
Balance, beginning of period	361,326,172
Shares issued	4,384,237
Shares repurchased/retired	(8,029,148)
Balance, end of period	357,681,261

Shares of The Carlyle Group Inc. common stock issued during the period from December 31, 2023 through

September 30, 2024 relate to the vesting of the Company’s restricted stock units and shares issued and delivered in connection

with our equity method investment in NGP. Shares of The Carlyle Group Inc. common stock issued and repurchased/retired

during the period from December 31, 2023 through September 30, 2024 do not include shares retired as part of the net share

settlement of equity-based awards.

The total shares as of September 30, 2024 as shown above exclude approximately 0.2 million net common shares in

connection with the vesting of restricted stock units subsequent to September 30, 2024 that will participate in the common

shareholder dividend that will be paid on November 25, 2024.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires our management to

make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related

disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information

currently available to us and on various other assumptions management believes to be reasonable under the circumstances.

Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations.

Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition.

There have been no material changes in the critical accounting estimates since those discussed in our Annual Report on Form

10-K for the year ended December 31, 2023.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Our primary exposure to market risk is related to our role as general partner or investment advisor to our investment

funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees,

incentive fees and investment income, including performance allocations. Although our investment funds share many common

themes, each of our asset management asset classes runs its own investment and risk management processes, subject to our

overall risk tolerance and philosophy. The investment process of our investment funds involves a comprehensive due diligence

approach, including review of reputation of shareholders and management, company size and sensitivity of cash flow

generation, business sector and competitive risks, portfolio fit, exit risks and other key factors highlighted by the deal team. Key

investment decisions are generally subject to approval by both the fund-level managing directors, as well as the investment

committee, which is generally comprised of one or more of the three founding partners, one or more operating executives and/

or senior investment professionals associated with that particular fund. Once an investment in a portfolio company has been

made, our fund teams closely monitor the performance of the portfolio company, generally through frequent contact with

management and the receipt of financial and management reports.

There was no material change in our market risks during the nine months ended September 30, 2024. For additional

information, refer to our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be

disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods

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specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,

including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding

required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its

judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any

disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and

there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any

controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of

achieving the desired control objectives.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated

the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by

this report. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial

officer concluded that, as of the end of the period covered by this report, the design and operation of our disclosure controls and

procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)

under the Exchange Act) during the fiscal quarter ended September 30, 2024 that have materially affected, or that are

reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

The information required with respect to this item can be found under “Legal Matters” in Note 8, Commitments and

Contingencies, of the notes to the Company’s condensed consolidated financial statements contained in this Quarterly Report

on Form 10-Q, and such information is incorporated by reference into this Item 1.

Item 1A.  Risk Factors

For a discussion of our potential risks and uncertainties, see the information under Item 1A. “Risk Factors” in our Annual

Report on Form 10-K for the year ended December 31, 2023.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table sets forth repurchases of our common stock during the three months ended September 30, 2024 for

the periods indicated. During the three months ended September 30, 2024, 1.7 million shares were repurchased. In addition, 1.7

million shares were retired in connection with the net share settlement of equity-based awards, which are not included in the

table below.

Period	(a) Total number of shares purchased	(b) Average price paid per share	(c) Total number of shares purchased as part of publicly announced plans or programs	(d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (3)
	(Dollars in millions, except share and per share data)
July 1, 2024 to July 31, 2024 (1)	—	$—	—	$1,119.4
August 1, 2024 to August 31, 2024 (1)(2)	873,484	$40.09	873,484	$1,084.4
September 1, 2024 to September 30, 2024 (1)(2)	796,761	$37.65	796,761	$1,054.4
Total	1,670,245		1,670,245

(1)The Board of Directors reset the total repurchase authorization of our previously approved share repurchase program 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 the share repurchase program, shares of our 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 the repurchase 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 repurchase

program may be suspended or discontinued at any time and does not have a specified expiration date.

(2)Reflects shares purchased in open market and brokered transactions, which were subsequently retired.

(3)The remaining repurchase authorization was $928.0 million as of September 30, 2024 when factoring in the net share settlement of

equity-based awards.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The following is a list of all exhibits filed or furnished as part of this report: 

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of The Carlyle Group Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2023).
3.2	Bylaws of The Carlyle Group Inc. (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 2, 2020).
10.1*	Revolving Credit Agreement, dated as of December 17, 2018, as amended by Amendment No. 1 on December 16, 2019, Amendment No. 2 on December 15, 2020, Amendment No. 3 on September 1, 2021, Amendment No. 4 on January 25, 2022, Amendment No. 5 on August 23, 2023, and Amendment No. 6 on August 21, 2024, among TCG Capital Markets L.L.C. and TCG Senior Funding L.L.C., as Borrowers, the Lenders party hereto, and Mizuho Bank, Ltd., as Administrative Agent, and Mizuho Bank, Ltd., as Sole Lead Arranger and Sole Bookrunner.
22*	Senior and Subordinated Notes, Issuers, and Guarantors.
31.1*	Certification of the principal executive officer pursuant to Rule 13a – 14(a).
31.2*	Certification of the principal financial officer pursuant to Rule 13a – 14(a).
32.1**	Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
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101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	The cover page from The Carlyle Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL (included within the Exhibit 101 attachments).

*	Filed herewith.
**	Furnished herewith.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or

other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely

on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents

were made solely within the specific context of the relevant agreement or document and may not describe the actual state of

affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned thereunto duly authorized.

		The Carlyle Group Inc.
Date: November 7, 2024		By:		/s/ John C. Redett
		Name:		John C. Redett
		Title:		Chief Financial Officer
				(Principal Financial Officer and Authorized Officer)

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ATTACHMENTS / EXHIBITS

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