Carlyle Group Inc

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of The Carlyle Group Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The Carlyle Group Inc. (the Company) as of December 31,

2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for

each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the

“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects,

the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for

each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting

principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in

Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

(2013 framework) and our report dated February 22, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on

the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are

required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to

error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial

statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included

examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall

presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that

was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that

are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The

communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken

as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit

matter or on the accounts or disclosures to which it relates.

Measurement of principal equity method investments, including accrued performance allocations

/s/Ernst & Young LLP

We have served as the Company’s auditor since 2002.

Tysons, VA

February 22, 2024

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of The Carlyle Group Inc.

Opinion on Internal Control Over Financial Reporting

We have audited The Carlyle Group Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria

established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (2013 framework) (the COSO criteria). In our opinion, The Carlyle Group Inc. (the Company) maintained, in all

material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated

statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period

ended December 31, 2023, and the related notes and our report dated February 22, 2024 expressed an unqualified opinion

thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report

on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control

over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be

independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all

material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material

weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and

performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a

reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of management and directors of the

company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Tysons, VA

February 22, 2024

Consolidated Balance Sheets

Consolidated Statements of Operations

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

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

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Equity

(Dollars and shares in millions)

Consolidated Statements of Cash Flows

Consolidated Statements of Cash Flows

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 16). 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 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. 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 consolidated financial statements (see Note

2).

2. Summary of Significant Accounting Policies

Principles of Consolidation

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

beneficiary of variable interest entities (“VIEs”).

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

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

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

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

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

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

variable interest.

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

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

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

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

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

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

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

receive returns from an entity.

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

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

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

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

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

by the Company.

As of 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. As of December 31, 2022, assets and liabilities of the consolidated VIEs

reflected in the consolidated balance sheets were$7.2 billion and $6.2 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 December 31, 2023, the Company held $138.4 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 our Global Private Equity segment that are accounted for as consolidated VIEs due to the

Company providing financing to bridge investment purchases. As of December 31, 2023, the Company held$309.9 million of

notes receivable from these investment funds which represents its maximum risk of loss. The Company’s Consolidated Funds

also include certain funds in our 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 5).

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 5 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

consolidated balance sheets related to the Company’s variable interests in these non-consolidated VIEs were as follows:

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

December 31, 2023 and 2022.

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

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 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

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 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 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.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, under which the

purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by

management as of the acquisition date. Contingent consideration obligations that are elements of consideration transferred are

recognized as of the acquisition date as part of the fair value transferred in exchange for the acquired business. Acquisition-

related costs incurred in connection with a business combination are expensed as incurred.

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 to 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 5 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 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

4, Fair Value Measurement.

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

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

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

Fund Management Fees

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

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

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

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

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

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

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

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

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

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

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

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

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

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

period is resolved.

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

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

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

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

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

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

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

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

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

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

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

the funds.

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

0.4% to 0.5% based on the total par amount of assets or the aggregate principal amount of the notes in the CLO and are

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

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

management fees for the CLOs generally five toten years after issuance, including after the CLO redemption date up 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 Carlyle Tactical Private Credit (“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 range based on Fortitude’s overall profitability and which is due

quarterly in arrears. Managed accounts across the Global Credit segment have varying management fee arrangements

depending on the strategy of the particular account.

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

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

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

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

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

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

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

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

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

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

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

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

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

of$68.6 million,$106.2 million and$90.7 million forthe years ended December 31, 2023, 2022 and 2021, respectively, net of

rebate offsets as defined in the respective partnership agreements.

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

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

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

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

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

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

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

presented on a net basis in general, administrative and other expenses in the 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

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

compensation and benefits expenses in the consolidated statements of operations.

Incentive Fees

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

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

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

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

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

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

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

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

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

Investment Income (Loss), including Performance Allocations

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

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

including CLOs.

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

Company is entitled (commonly known as carried interest). For closed-end carry funds in the Global Private Equity and Global

Credit segments, the Company is generally entitled to a 20% allocation (or approximately 2% to 12.5% for most of the Global

Investment Solutions segment carry fund vehicles) of the net realized income or gain as a carried interest after returning the

invested capital, the allocation of preferred returns of generally 7% to 9% and return of certain fund costs (generally subject to

catch-up provisions as set forth in the fund limited partnership agreement). These terms may vary on longer-dated funds, certain

credit funds, and external co-investment vehicles. Carried interest is recognized upon appreciation of the funds’ investment

values above certain return hurdles set forth in each respective partnership agreement. The Company recognizes revenues

attributable to performance allocations based upon the amount that would be due pursuant to the fund partnership agreement at

each period end as if the funds were terminated at that date. Accordingly, the amount recognized as investment income for

performance allocations reflects the Company’s share of the gains and losses of the associated funds’ underlying investments

measured at their then-current fair values relative to the fair values as of the end of the prior period. Because of the inherent

uncertainty, these estimated values may differ significantly from the values that would have been used had a ready market for

the investments existed, and it is reasonably possible that the difference could be material.

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

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

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

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

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

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

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

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

be returned, a liability is established for the potential giveback obligation. As of December 31, 2023 and 2022, the Company

has accrued$44.0 million and$40.9 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 5), principal investment income includes the related amortization of the basis

difference between the Company’s carrying value of its investment and the Company’s share of underlying net assets of the

investee, as well as 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

consolidated statements of operations. Interest income of the Consolidated Funds was$512.4 million,$282.3 million and

$231.3 million forthe years ended December 31, 2023, 2022 and 2021, respectively, and is included in interest and other

income of Consolidated Funds in the accompanying 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 thefollowing pools ofreceivables:

•Reimbursable fund expenses receivables,

•Management fee receivables,

•Incentive fee receivables,

•Transaction fee receivables,

•Portfolio fee receivables, and

•Notes receivable.

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

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

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

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

affiliated investment funds.

Compensation and Benefits

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

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

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

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

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

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

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

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

that the performance conditions will beachieved. 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 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. As of December 31, 2023 and 2022, the Company had recorded a liability of$4.3 billion and$3.6 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 consolidated balance sheets.

In October 2021, the Company commenced a program under which, at the Company’s discretion, up to 20% of the

realized performance allocation related compensation over a threshold amount may be distributed in fully vested newly issued

shares of the Company’s common stock. Shares issued under the program are accounted for as performance allocations and

incentive fee related compensation and do not result in incremental compensation expense. The Company has determined to

pause the issuance of shares pursuant to this program.

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 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. 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.

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 consolidated financial

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

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

for income taxes.

Non-controlling Interests

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

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

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

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

of a subsidiary are recorded as a direct charge to equity.

Earnings Per Common Share

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

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

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

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

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

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

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

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

Fair Value of Financial Instruments

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

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

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

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

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

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

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

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

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

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

inputs used in the determination of fair values, as follows:

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

of the reporting date. The type of financial instruments in this category include unrestricted securities, such as equities

and derivatives, listed in active markets. The Company does not adjust the quoted price for these instruments, even in

situations where the Company holds a large position and a sale could reasonably impact the quoted price.

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

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

and restricted securities listed in active markets, securities traded in other than active markets, government and agency

securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.

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

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

financial instruments in this category include investments in privately-held entities, non-investment grade residual

interests in securitizations, collateralized loan obligations, and certain over-the-counter derivatives where the fair value

is based on unobservable inputs.

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

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

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

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

the financial instrument.

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

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

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

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

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

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

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

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

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

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

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

described below:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

broker quotations from market makers and third party dealers.

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

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

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

analyses, as described above.

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

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

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

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

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

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

general partners.

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

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

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

group is responsible for maintaining the Company’s valuation policy and related guidance, templates and systems that are

designed to be consistent with the guidance found in ASC 820. These valuations, inputs and preliminary conclusions are

reviewed by thefund management teams. The valuations are then reviewed and approved by the respective fund valuation

subcommittees, which include the respective fund head(s), segment head, chief financial officer and chief accounting officer, as

well as members of the valuation group. The valuation group compiles the aggregate results and significant matters and

presents them for review and approval by the global valuation committee, which includes the Company’s Chief Executive

Officer, chief risk officer, chief financial officer, chief accounting officer, and the business segment heads, and observed by the

chief compliance officer, the director of Internal Audit, the Company’s Audit Committee and others. Additionally, each quarter

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

of accrued performance allocations, or “carried interest.”

Investments, at Fair Value

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

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

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

are presented at fair value in the Company’s 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 consolidated balance sheets with changes in fair value

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

Securities Sold Under Agreements to Repurchase

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

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

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

repledge or resell the securities to others. As of December 31, 2023,$305.1 million of securities were transferred to

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

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

Note 7 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 asset in the 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. Right-of-use 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 right-of-use assets and lease liabilities are recognized at lease

commencement based on the present value of lease payments over the lease term. Lease right-of-use 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 right-of-use 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 right-of-use 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.

Intangible Assets and Goodwill

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

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

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

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

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

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

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

Deferred Revenue

Deferred revenue represents management fees and other revenue received prior to the balance sheet date, which has

not yet been earned. Deferred revenue also includes transaction and portfolio advisory fees received by the Company that are

required to offset fund management fees pursuant to the related fund agreements. As of December 31, 2023 and 2022, the

balance was primarily comprised of transaction and portfolio advisory fees required to offset fund management fees.

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 December 31, 2023 and 2022 were as follows:

Foreign Currency Translation

Non-U.S. dollar denominated assets and liabilities are translated at period-end rates of exchange, and the 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$(13.6) million,$25.2 million and$(13.5) million

forthe years ended December 31, 2023, 2022 and 2021, respectively, are included in general, administrative and other expenses

in the 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 consolidated financial statements.

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

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

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

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

2023, with early adoption permitted. The Company does not expect the impact of this guidance to be material to its

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 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 consolidated financial statements.

3. Acquisitions

Abingworth Acquisition

On August 1, 2022, the Company acquired 100% of the equity interests in Abingworth, a London-based life sciences

investment firm. Abingworth has$2 billion in assets under management and is included in the Company’s Global Private

Equity business segment. The purchase price consisted of$161.2 million in cash and approximately 0.6 million newly issued,

fully vested common shares ($25.0 million based on the value of the shares at closing). The transaction also included an earn-

out of up to$130.0 million that is payable upon the achievement of certain revenue and earnings performance targets during

2023 through 2028, which will be accounted for as compensation expense. The Company consolidated the financial position

and results of operations of Abingworth effective August 1, 2022 and accounted for this transaction as a business combination.

In connection with this transaction, the Company incurred approximately$7.7 million of acquisition costs that are reflected in

general, administrative and other expenses in the consolidated statements of operations for the year ended December 31, 2022.

See Note 4 to the consolidated financial statements included in the Company’s 2022 Annual Report on Form 10-K for

additional information on the Abingworth acquisition.

Acquisition of CLO Management Contracts from CBAM Partners LLC

On March 21, 2022, the Company acquired the management contracts related to a portfolio of assets primarily

comprised of U.S. and European CLOs as well as other assets across private credit from CBAM Partners LLC (“CBAM”). The

purchase price of$812.9 million consisted of a combination of$618.4 million in cash, including approximately$3.4 million of

acquisition costs incurred by the Company in connection with the transaction, and approximately 4.2 million newly issued, fully

vested common shares ($194.5 million based on the value of the shares at closing).

In connection with the acquisition of the CLO management contracts, the Company acquired CLO senior and

subordinated notes of$175.9 million. A portion of these CLO investments is financed through term loans and other financing

arrangements with financial institutions, which 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 (see Note 7).

This transaction was accounted for as an asset acquisition and the acquired contractual rights of$794.3 million are

finite-lived intangible assets. The finite-lived intangible assets are amortized using the straight-line method over a period of

primarily seven years, which reflects the Company’s assumptions regarding resets of the CLOs and extension of the CLO

management contracts.

See Note 4 to the consolidated financial statements included in the Company’s 2022 Annual Report on Form 10-K for

additional information on the acquisition of CLO management contracts from CBAM.

4. 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 disclosed in Note 2 as of December 31, 2023:

(1)This balance excludes$490.9 million related to investments of Consolidated Funds that are included in investments measured at net

asset value.

(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 three corporate investments in equity securities which the Company has

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

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

excluded from the tabular Level III rollforward disclosures.

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

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

represent compensation for services.

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

subordinated notes, which are not measured at fair value.

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, 2022:

(1)This balance includes$377.4 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, 2022.

(2)The Level III balance excludes a$58.2 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.

(3)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.

(4) Loans payable of Consolidated Funds balance excludes a$235.6 million of senior notes measured at amortized cost and a

$178.0 million revolving credit balance, which is not measured at fair value.

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

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

(1) As a result of the deconsolidation ofthree funds during the year ended December 31, 2023.

(2) As a result of the deconsolidation ofone fund during the year ended December 31, 2022.

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

consolidated statements of operations.

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

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

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

2023:

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

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

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

represent compensation for services.

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

2022:

(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.

5. Investments

Investments consist of the following:

Accrued Performance Allocations

The components of accrued performance allocations are as follows:

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

performance allocations at December 31, 2023.

Approximately 13% of accrued performance allocations at December 31, 2022 are related to Carlyle Partners VI, L.P.,

one of the Company’s Global Private Equity funds.

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

related compensation (see Note 8), and accrued giveback obligations, which are separately presented in the consolidated

balance sheets. The components of the accrued giveback obligations are as follows:

Principal Equity-Method Investments, Excluding Performance Allocations

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

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

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

Private Equity), which are not consolidated. Principal investments are related to the following segments:

(1) The balance includes$916.2 million and$1,015.7 million as of December 31, 2023 and 2022, respectively, related to the Company’s equity method

investments in NGP.

(2)As of December 31, 2023 and December 31, 2022, the balance includes$595.4 million and$646.0 million, respectively, related to the Company’s

investment in Fortitude.

Thesummarized financial information of the Company’s equity method investees from the date of initial investment is

as follows (Dollars in millions):

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 will pay$95 million in additional deferred consideration by 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 will be paid by 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

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%.

Collectively, Carlyle FRL and its strategic third-party investors continue to hold a 96.5% interest in FGH Parent. As of

December 31, 2023, 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$595.4 million, relative to equity invested of$564.7 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 December 31, 2023, Fortitude, its

affiliates and certain Fortitude reinsurance counterparties have committed approximately$17.5 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 a non-controlling

interest in consolidated entities in the 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 December 31, 2023 and 2022 are

as follows:

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

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

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

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

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

NGP Management are primarily driven by NGP XII and NGP XI duringthe years ended December 31, 2023, 2022 and 2021.

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, expenses associated with the

compensatory elements of the investment, and the amortization of the basis differences related to the definite-lived identifiable

intangible assets of NGP Management. The net investment income (loss) recognized in the Company’s consolidated statements

of operations forthe years ended December 31, 2023, 2022 and 2021 were as follows:

The difference between the Company’s remaining carrying value of its investment and its share of the underlying net

assets of the investee was$1.4 million as of December 31, 2021; this difference was amortized over a period of 10 years from

the initial investment date and was fully amortized as of December 31, 2022. 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 consolidated statements of operations. The Company recognized net investment earnings (losses) related to

these performance allocations in its consolidated statements of operations of$65.5 million,$560.7 million and$3.8 million for

years ended December 31, 2023, 2022 and 2021, 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 in its consolidated statements of

operations of$8.0 million,$44.5 million and$20.1 million for the years ended December 31, 2023, 2022 and 2021,

respectively.

Principal Investments in CLOs and Other Investments

Principal investments in CLOs as of December 31, 2023 and 2022 were$532.6 million and$526.1 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 7). As of December 31, 2023 and December 31, 2022, other

investments include the Company’s investment in the BDC Preferred Shares at fair value of$81.7 million and$76.9 million,

respectively (see Note 10).

Investment Income (Loss)

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

(1) The years ended December 31, 2023 and December 31, 2021 include an investment loss of$13.3 million and investment income of$49.8 million,

respectively, associated with the remeasurement of a corporate investment, resulting from observable price changes pursuant to ASC 321, Investments

• Equity Securities.

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

The following tables summarize the funds that are the primary drivers of performance allocations for the years ended

December 31, 2023,2022, and 2021, as well as the total revenue recognized, including performance allocations as well as fund

management fees and principal investment income:

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

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

performance allocations of$65.5 million,$560.7 million and$3.8 million for years ended December 31, 2023, 2022 and 2021,

respectively. Principal investment loss for Global Credit for the year ended December 31, 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%. Principal investment loss for Global Credit for the year ended December 31, 2022

includes an investment loss of$176.9 million on the Company’s equity method investment in Carlyle FRL related to the

dilution of the Company’s indirect ownership in Fortitude from 19.9% to 13.5%.

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 year ended December 31, 2023, the Company formedtwo new CLOs for which the Company is the

primary beneficiary. Investments in Consolidated Funds as of December 31, 2023 also include$322.0 million related to

investments that have been bridged by the Company to investment funds that are actively fundraising and are accounted for as

consolidated VIEs.

The following table presents a summary of the investments held by the Consolidated Funds. Investments held by the

Consolidated Funds do not represent the investments of all Carlyle sponsored funds.

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

period presented.

Interest and Other Income of Consolidated Funds

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

Net Investment Income (Loss) of Consolidated Funds

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

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

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

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

Funds:

6. Intangible Assets and Goodwill

The following table summarizes the carrying amount of intangible assets as of December 31, 2023 and 2022:

As of December 31, 2023, goodwill included$91.0 million related to the Company’s Global Private Equity segment in

connection with the acquisition of Abingworth. The balance also included$5.5 million as of both December 31, 2023 and 2022

associated with the Company’s Global Credit segment. The remaining balance consisted of$7.5 million and$7.3 million as of

December 31, 2023 and 2022 associated with the Company’s Global Investment Solutions segment, respectively.

As discussed in Note 2, 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. During the year

ended December 31, 2023, the Company recordedno impairment losses. During the year ended December 31, 2022, the

Company recorded an impairment charge of$4.0 million on certain acquired contractual rights related to Carlyle Aviation

Partners as a result of impaired income streams from aircraft under lease in Russia. No impairment losses were recorded during

the year ended December 31,2021.

Intangible asset amortization expense was$135.0 million,$103.9 million and$10.2 million forthe years ended

December 31, 2023, 2022 and 2021, respectively, and is included ingeneral, administrative, and other expenses in the

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 other comprehensive income.

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

millions):

7. Borrowings

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

Company’s debt obligations consist of the following:

Senior Credit Facility

As of December 31, 2023, the senior credit facility, which was amended on April 29, 2022, included$1.0 billion in a

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

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

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

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

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

annum (at December 31, 2023, the interest rate was 6.45%). There wasno amount outstanding under the revolving credit

facility as of December 31, 2023. The Company madeno borrowings under the revolving credit facility during the years ended

December 31, 2023 and 2022. Interest expense under the senior credit facility wasnot significant forthe years ended December

31, 2023, 2022 and 2021.

Global Credit Revolving Credit Facility

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

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

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

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

capacity of$200 million maturing in August 2024 (the “2024 Tranche Revolving Loans,” together with the 2027 Tranche

Revolving Loans, the “Global Credit Revolving Credit Facility”). The Company’s borrowing capacity is subject to the ability of

the financial institutions in the banking syndicate to fulfill their respective obligations under the credit facility. Principal

amounts outstanding under the facility 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%.

As of and for both the years ended December 31, 2023 and 2022, there wasno balance outstanding and the Company

madeno borrowings under the Global Credit Revolving Credit Facility. For the year ended December 31, 2021, the Company

borrowed$70.0 million and repaid$70.0 million under the credit facility, and there wasno borrowing outstanding under this

facility as of December 31, 2021. Interest expense wasnot significant forthe years ended December 31, 2023, 2022 and 2021.

CLO Borrowings

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

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

CLO borrowings consist of the following (Dollars in millions):

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

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

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

(4)Incurs interest at SOFR plus 1.45%.

(5)Incurs interest at SOFR plus 1.64%.

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 years ended December 31, 2023, 2022 and 2021 was$24.9 million, $10.7 million, and $5.6 million,

respectively. The fair value of the outstanding balance of the CLO term loans at December 31, 2023 and 2022 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 €36.1 million term loan($39.9 million at December 31, 2023) to

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

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

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

Interest on this term loan accrues at EURIBOR plus applicable margins (6.02% at December 31, 2023).

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). 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 December 31, 2023, term loans

under these agreements had$86.7 million outstanding. The master credit agreements mature in July 2030 and January 2031,

respectively. Prior to the third quarter of 2023, the interest rate base under these agreements was LIBOR.

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

December 31, 2023,€213.8 million ($236.5 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.

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). 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 December 31, 2023,€61.9 million ($68.5 million) was

outstanding under the CBAM 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.

Senior Notes

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

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

millions):

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

hierarchy.

(2) Issued in January 2013 at 99.966% of par. In November 2021, the Company completed the redemption of these notes, as discussed

below.

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

(4) 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.

(5) 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 3.875% and 3.500% senior notes), plus in each

case accrued and unpaid interest on the principal amounts being redeemed. In November 2021, the Company redeemed the

remaining aggregate principal amount of$250.0 million in 3.875% Senior Notes at the make-whole redemption price as set

forth in the notes, and recognized$10.1 million of costs in interest expense upon early extinguishment of the debt.

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 December 31, 2023 and December 31, 2022, the fair value of the Subordinated Notes was$411.8 million and

$323.8 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 years ended December 31, 2023 and 2022, the Company incurred$23.5 million and$23.5 million of

interest expense on the Subordinated Notes, respectively.

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 December 31, 2023.

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 December 31, 2023 and 2022, the following borrowings were outstanding (Dollars in millions):

(1)Borrowing Outstanding and Fair Value as of December 31, 2023 and 2022 includes$7.8 million and$235.6 million, respectively, 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 December 31, 2023 and 2022 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 December 31, 2023 and 2022, the fair value of the CLO assets was $6.8 billion and$6.2 billion,

respectively.

8. Accrued Compensation and Benefits

Accrued compensation and benefits consist of the following:

(1) Includes a one-time$1.1 billion charge to reflect the incremental expense on unrealized performance allocations and certain other interests that generate

returns based on performance allocations as of December 31, 2023 as a result of the updated employee compensation program, which increased the

proportion of performance allocations revenue that will be used to compensate employees.

(2)The acquisition of Carlyle Aviation Partners, Ltd. (“Carlyle Aviation Partners,” formerly known as Apollo Aviation Group) in December 2018 included an

earn-out of up to$150.0 million that was payable upon the achievement of certain revenue and earnings performance targets during 2020 through 2025,

which was accounted for as compensation expense. During the three months ended March 31, 2023, the Company entered into a termination and settlement

agreement with respect to the earn-out, pursuant to which the Company paid$68.6 million, based on Carlyle Aviation’s performance, and will pay an

aggregate$2.4 million in installments in 2024 and 2025. The acquisition of Abingworth LLP (“Abingworth”) in August 2022 included an earn-out of up to

$130 million payable uponthe achievement of certain revenue and earnings performance targets during 2023 through 2028, which is accounted for as

compensation expense. See Note 3 for additional information.

(3) Includes$44.5 million and$26.7 million of realized performance allocations and incentive fee related compensation not yet paid to participants as of

December 31, 2023 and 2022, respectively.

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

(1) Includes a one-time$1.1 billion charge to reflect the incremental expense on unrealized performance allocations as of December 31, 2023 as a result of the

updated employee compensation program, which increased the proportion of performance allocations revenue that will be used to compensate employees.

Certain employees of AlpInvest are covered by defined benefit pension plans sponsored by AlpInvest. As of December

31, 2023 and 2022, the benefit obligation of those pension plans totaled approximately$71.9 million and$60.6 million,

respectively. As of December 31, 2023 and 2022, the fair value of the plans’ assets was approximately $58.8 million and$51.1

million, respectively. At December 31, 2023 and 2022, the Company recognized a liability of$13.1 million and$9.5 million,

respectively, representing the funded status of the plans, which was included in accrued compensation and benefits in the

accompanying consolidated financial statements. Forthe years ended December 31, 2023, 2022 and 2021, the net periodic

benefit cost recognized was$1.7 million, $4.1 million and$6.1 million, respectively, which is included in cash-based

compensation and benefits expense (for the service cost component) and other non-operating expenses (for non-service cost

components) in the accompanying consolidated financial statements. No other employees of the Company are covered by

defined benefit pension plans.

9. Commitments and Contingencies

Capital Commitments

The Company and its unconsolidated affiliates have unfunded commitments totaling$3.7 billion as of December 31,

2023, of which approximately$3.1 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

December 31, 2023, the Company hadno 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$10.4 million as of

December 31, 2023. The outstanding balances are secured by uncalled capital commitments from the underlying funds and the

Company believes the likelihood of any material funding under this guarantee to be remote.

Contingent Obligations (Giveback)

A liability for potential repayment of previously received performance allocations of$44.0 million at December 31,

2023, was shown as accrued giveback obligations in the consolidated balance sheets, representing the giveback obligation that

would need to be paid if the funds were liquidated at their current fair values at December 31, 2023. 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). As of December 31, 2023 and 2022, the Company had

$11.5 million and$10.4 million, respectively, of unbilled receivables from former and current employees and senior Carlyle

professionals 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,$145.4 million and$135.9 million have been

withheld from distributions of carried interest to senior Carlyle professionals and employees for potential giveback obligations

as of December 31, 2023 and 2022, respectively. 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 consolidated

balance sheets. Current and former senior Carlyle professionals and employees are personally responsible for their giveback

obligations. As of December 31, 2023, approximately$20.3 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 December 31, 2023, 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

$1.6 billion, on an after-tax basis where applicable, of which approximately$0.7 billion would be the responsibility of current

and former senior Carlyle professionals.

Leases

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

including its largest offices in Washington, D.C., New York City, London and Hong Kong. These leases have remaining lease

terms ofone year to 13 years, some of which include options to extend for up to five years and some of which include an option

to terminate the leases withinone year. The Company also has operating leases for office equipment and vehicles, which are not

significant.

The Company assesses its lease right-of-use assets for impairment consistent with its impairment assessment of other

long-lived assets. In connection with the April 1, 2021 sale of Metropolitan Real Estate, the Company entered into a sublease

agreement for a portion of its existing office space in New York. As a result of the sublease transaction, the Company recorded

a lease impairment charge of$26.8 million during the year ended December 31, 2021, which was the excess of the carrying

value of the associated lease right-of-use asset over its estimated fair value. The Company estimated the fair value using

discounted cash flows from the estimated net sublease rental income. The impairment charge is included in general,

administrative, and other expenses in the consolidated statements of operations.

The following table summarizes the Company’s lease cost, cash flows and other supplemental information related to

its operating leases (Dollars in millions):

Maturities of lease liabilities related to operating leases were as follows (Dollars in millions):

Rent expense was approximately $58.5 million,$56.3 million and$55.5 million forthe years ended December 31,

2023, 2022 and 2021, respectively, and is included in general, administrative and other expenses in the consolidated statements

of operations.

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 a portion of the lost

profits from the sale—the difference between the actual sale price and the purported maximum amount for which Authentix

could have sold, multiplied by plaintiff’s ownership percentage. Plaintiffs also seek disgorgement of any profits received by the

Company stemming from the sale. A trial before the Delaware Court of Chancery was completed in early February 2024. A

decision from the court is expected later this year, following post-trial briefing. The former directors of Authentix are covered

by indemnification from Authentix and an Authentix insurance policy. The defendants expect to continue to contest the claims

vigorously.

The Tax Receivable Agreement Matter

The Company came into existence on January 1, 2020, when its predecessor, The Carlyle Group, L.P. (the “PTP”),

converted from a partnership into a corporation (the “Conversion”). On July 29, 2022, an alleged stockholder of the Company,

the City of Pittsburgh Comprehensive Municipal Trust Fund (the “Plaintiff”), filed suit in the Delaware Court of Chancery,

alleging a direct claim against the Company for breach of its certificate of incorporation and a derivative claim on behalf of the

Company against certain current and former officers and directors of the Company. Plaintiff challenges the receipt, by certain

officers of the PTP and certain directors of the general partner of the PTP, of a right to cash payments associated with the

elimination of a tax receivable agreement in connection with the Conversion. Plaintiff is seeking monetary damages, restitution,

and an injunction preventing the Company from making any future cash payments for the elimination of the tax receivable

agreement in connection with the Conversion. By virtue of the derivative nature of the primary claims (i.e., that the claims are

aimed primarily at certain officers and directors), it is remote 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

defendants filed a motion to dismiss the complaint and expect the court to make a ruling on the motion during 2024. The officer

and director defendants intend to contest 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). The Company intends to

cooperate fully with the SEC’s inquiry. Given the uncertainty of factors that may potentially affect the resolution of the matter,

the Company is unable at this time to estimate the reasonably possible loss or range of loss that may result from 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 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 December 31,2023, the Company had recorded liabilities

aggregating to approximately$35 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 ($20.6 million as of December 31, 2023)

for liabilities arising from tax-related indemnifications. This guarantee, which will expire in August 2027, would only come

into effect after all alternative remedies have been exhausted. The Company believes the likelihood of any material funding

under this guarantee to be remote.

Risks and Uncertainties

Carlyle’s funds seek investment opportunities that offer the possibility of attaining substantial capital appreciation.

Certain events particular to each industry in which the underlying investees conduct their operations, as well as general

economic, political, regulatory and public health conditions, may have a significant negative impact on the Company’s

investments and profitability. The funds managed by the Company may also experience a slowdown in the deployment of

capital, which could adversely affect the Company’s ability to raise capital for new or successor funds and could also impact the

management fees the Company earns on its carry funds and managed accounts, and/or result in the impairment of intangible

assets and/or goodwill the case of the Company’s acquired businesses. Such events are beyond the Company’s control, and the

likelihood that they may occur and the effect on the Company cannot be predicted.

Furthermore, certain of the funds’ investments are made in private companies and there are generally no public

markets for the underlying securities at the current time. The funds’ ability to liquidate their publicly-traded investments are

often subject to limitations, including discounts that may be required to be taken on quoted prices due to the number of shares

being sold. The funds’ ability to liquidate their investments and realize value is subject to significant limitations and

uncertainties, including among others currency fluctuations and natural disasters.

The Company and the funds make investments outside of the United States. Investments outside the United States may

be subject to less developed bankruptcy, corporate, partnership and other laws (which may have the effect of disregarding or

otherwise circumventing the limited liability structures potentially causing the actions or liabilities of one fund or a portfolio

company to adversely impact the Company or an unrelated fund or portfolio company). Non-U.S. investments are subject to the

same risks associated with the Company’s U.S. investments as well as additional risks, such as fluctuations in foreign currency

exchange rates, unexpected changes in regulatory requirements, heightened risk of political and economic instability,

difficulties in managing non-U.S. investments, potentially adverse tax consequences and the burden of complying with a wide

variety of foreign laws.

Furthermore, Carlyle is exposed to economic risk concentrations related to certain large investments as well as

concentrations of investments in certain industries and geographies.

Additionally, the Company encounters credit risk. Credit risk is the risk of default by a counterparty in the Company’s

investments in debt securities, loans, leases and derivatives that result from a borrower’s, lessee’s or derivative counterparty’s

inability or unwillingness to make required or expected payments. The Company is subject to credit risk should a financial

institution be unable to fulfill its obligations.

The Company considers cash, cash equivalents, securities, receivables, principal equity method investments, accounts

payable, accrued expenses, other liabilities, loans, senior notes, assets and liabilities of Consolidated Funds and contingent and

other consideration for acquisitions to be its financial instruments. Except for the senior notes, subordinated notes and

compensatory contingent and other consideration for acquisitions, the carrying amounts reported in the 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 7.

10. Related Party Transactions

Due from Affiliates and Other Receivables, Net

The Company had the following due from affiliates and other receivables at December 31, 2023 and 2022:

Reimbursable expenses and other receivables from certain of the unconsolidated funds and portfolio companies relate

to advisory fees receivable and expenses paid on behalf of these entities. These costs generally represent costs related to the

pursuit of actual or proposed investments, professional fees and expenses associated with the acquisition, holding and

disposition of the investments. The affiliates are obligated at the discretion of the Company to reimburse the expenses. Based

on management’s determination, the Company accrues and charges interest on amounts due from affiliate accounts at interest

rates ranging up to 7.02% as of December 31, 2023. The accrued and charged interest to the affiliates was not significant for

any period presented.

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

obligations to purchase investments. Notes receivable as of December 31, 2023 and December 31, 2022 also include interest-

bearing loans of$25.0 million and$23.2 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% (7.50% as of December 31,

2023. and are collateralized by each borrower’s interest in the Carlyle sponsored funds.

These receivables are assessed regularly for collectability. For management fee receivable, amounts determined to be

uncollectible are recorded as a reduction in revenue in the consolidated statements of operations. For all other receivables,

amounts determined to be uncollectible are charged directly to general, administrative and other expenses in the 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 December 31, 2023 and 2022:

The Company has recorded obligations for amounts due to certain of its affiliates. The Company periodically offsets

expenses it has paid on behalf of its affiliates against these obligations.

Deferred consideration for Carlyle Holdings units relates to the remaining obligation to the holders of Carlyle

Holdings partnership units who will receive cash payments aggregating to$1.50 per Carlyle Holdings partnership unit

exchanged in connection with the Conversion, payable infive annual installments of$0.30. Thefifth 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

In the normal course of business, the Company has made use of aircraft owned by entities controlled by senior Carlyle

professionals. The senior Carlyle professionals paid for their purchases of the aircraft and bear all operating, personnel and

maintenance costs associated with their operation for personal use. Payment by the Company for the business use of these

aircraft by senior Carlyle professionals and other employees was made at market rates throughout the year based on budgeted

business usage. When actual business use exceeded budgeted aircraft use, the Company made additional payments to the

aircraft owner and/or the aircraft management company, as appropriate. Similarly, when the aggregate amount paid for

budgeted aircraft use exceeded the calculated costs of actual business use, or results in rates which exceed market aircraft

charter rates, the Company receives reimbursement of such excess payments from the aircraft owner and/or the aircraft

management company, as appropriate. These adjustments were calculated annually and payments or reimbursements were

generally made after year-end. During the years ended December 31, 2022 and 2021, the Company made net payments of

$0.7 million and received net reimbursements of$1.1 million, respectively, related to these aircraft lease agreements. The

accrual of aircraft fees was included in general, administrative, and other expenses in the consolidated statements of operations.

During the year ended December 31, 2022, the Company terminated its remaining aircraft lease agreement. As of December 31,

2022, the Company had a reimbursement receivable of$0.4 million related to actual business usage and market rate

adjustments, which was received in January 2023. As of December 31, 2023, the Company had no active aircraft lease

agreements.

On May 5, 2020, the Company purchased 2,000,000 of the BDC Preferred Shares from CSL in a private placement at

a price of$25 per share. Dividends are payable on a quarterly basis in an initial amount equal to 7.0% per annum payable in

cash, or, at CSL’s option,9.0% per annual payable in additional BDC Preferred Shares. The BDC Preferred Shares are

convertible at the Company’s option, in whole or in part, into the number of shares of common stock equal to$25 per share

plus any accumulated but unpaid dividends divided by an initial conversion price of$9.50 per share, subject to certain

adjustments. Effective May 5, 2023 and 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. The Company recorded dividend income of$3.5 million and$3.5 million, respectively, during the years

ended December 31, 2023 and 2022. Dividend income from the BDC Preferred Shares is included in interest and other income

in the consolidated statements of operations. The Company’s investment in the BDC Preferred Shares, which is recorded at fair

value, was$81.7 million and$76.9 million as of December 31, 2023 and 2022, respectively, and included in investments,

including accrued performance allocations, in the consolidated balance sheets.

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.

11. Income Taxes

The income (loss) before provision for income taxes consists of the following:

The provision for income taxes consists of the following:

The following table summarizes the effective income tax rate:

The effective tax rate is impacted by a variety of factors, including, but not limited to, changes in the sources of

income or loss during the period and whether such income or loss is taxable to the Company and its subsidiaries. The following

table reconciles the effective income tax rate to the U.S. federal statutory tax rate:

(1)2022 includes a tax benefit due to restructuring the ownership of its foreign Global Investment Solutions business and the impact of amending the

Company's 2020 tax return to claim a foreign tax credit rather than the original filing position claiming a foreign tax deduction.

(2)Includes income that is not taxable to the Company and its subsidiaries.

(3)2023 includes updates tothe current and/or deferred tax balances related to the filing of the Company’s 2022 tax returns. The gross impact of these

changes in estimates to Valuation allowance and Other adjustments was 1.36% and(0.86)%, respectively.

Deferred income taxes reflect the net tax effects of temporary differences that may exist between the carrying amounts

of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in

effect for the year in which the differences are expected to reverse. The following table summarizes the tax effects of the

temporary differences:

(1)As of December 31, 2023 and 2022,$1,463.8 million and$1,321.3 million of deferred tax assets were offset and presented as a single deferred tax

liability amount on the Company’s consolidated balance sheet as these deferred tax assets and liabilities relate to the same jurisdiction.

The Company had$16.5 million and$15.8 million in deferred tax assets as of December 31, 2023 and 2022,

respectively, which are offset with deferred tax liabilities where those assets and liabilities relate to the same tax jurisdiction. In

both years, the deferred tax assets resulted primarily from the carryforward of federal and state tax attributes, partially offset by

a valuation allowance, and temporary differences between the financial statement and tax bases of assets and liabilities at the

Company’s foreign sub-advisor entities. The realization of the deferred tax assets is dependent on the Company’s future taxable

income before deductions related to the establishment of its deferred tax assets. The deferred tax asset balance comprises a

portion that would be realized in connection with future ordinary income and a portion that would be realized in connection

with future capital gains.

The Company evaluated various sources of evidence in determining the ultimate realizability of its deferred tax assets

including the character and timing of projected future taxable income and the Company’s ability to claim a foreign tax credit

(“FTC”). The Company continues to maintain a valuation allowance of$2.3 million on certain state net operating losses for a

corporate subsidiary with entity level state net operating losses that cannot be utilized by other group members. In addition, the

Company continues to maintain a valuation allowance of$45.1 million on certain FTC carryforwards generated in 2020 and

forward that are not expected to be realized due to federal limitations on its utilization. As of December 31, 2023 and 2022, the

Company established a total valuation allowance of$62.8 million and$56.7 million, respectively, with the net increase

primarily due to the FTC carryforward and related deferred tax assets and certain foreign net operating losses that are not

expected to be realized offset by a release of the valuation allowance on tax attribute carryforwards that were determined to be

realizable in future periods. For all other deferred tax assets, the Company has concluded it is more likely than not that they will

be realized and that a valuation allowance is not needed at December 31, 2023.

The Company has deferred tax liabilities of$45.3 million and$402.7 million as of December 31, 2023 and 2022,

respectively, which are offset with deferred tax assets where those assets and liabilities relate to the same tax jurisdiction. These

deferred tax liabilities primarily resulted from temporary differences between the financial statement and tax bases of accrued

performance allocations. These deferred tax liabilities are net of related compensation and offset by step-up in tax basis

resulting from the Conversion and future amortization of tax basis intangible assets generated from exchanges covered by the

Tax Receivable Agreement(see Note 2).

As of December 31, 2023, the Company has cumulative state pre-tax net operating loss carryforwards of

approximately$65.3 million ($5.7 million tax-effected), which will be available to offset future taxable income. If unused, a

portion of the state carryforwards will begin to expire in 2025. In addition, the Company has a FTC carryforward of$46.8

million, which relates to taxes paid in foreign jurisdictions. If unused, a portion will expire in 2025 and years forward, which is

considered in the valuation allowance evaluation referenced above.

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 December 31, 2023, the Company’s U.S. federal income tax returns for the years

2020 through 2022 are open under the normal three-year statute of limitations and therefore subject to examination. State and

local tax returns are generally subject to audit from 2018 to 2022. Foreign tax returns are generally subject to audit from 2011

to 2022. Certain of the Company’s affiliates are currently under audit by federal, state and foreign tax authorities. The Company

does not believe that the outcome of the audits will require it to record material reserves for uncertain tax positions or that the

outcome will have a material impact on the consolidated financial statements.

likely than not” to be sustained upon examination. The Company has recorded unrecognized tax benefits of$42.3 million and

$39.3 million as of December 31, 2023 and 2022, respectively, which is reflected in accounts payable, accrued expenses and

other liabilities in the accompanying consolidated balance sheets. These balances include$17.8 million and$13.1 million

related to interest and penalties associated with uncertain tax positions as of December 31, 2023 and 2022, respectively. If

recognized,$31.2 million of uncertain tax positions would be recorded as a reduction in the provision for income taxes.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, exclusive of penalties and interest,

is as follows:

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%

corporate alternative minimum tax (“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 Treasury, the IRS, and other standard-setting bodies.

On December 27, 2023, the State of New York issued final regulations that implements 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.

12. Non-controlling Interests in Consolidated Entities

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

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

13. Earnings Per Common Share

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

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

The Company applies the treasury stock method to determine the dilutive weighted-average common shares

represented by the unvested restricted stock units. Also included in the determination of dilutive weighted-average common

shares are issuable common shares associated with the Company’s acquisitions, investment in NGP, performance-vesting

restricted stock units, and issuable common shares associated with a program under which the Company may distribute realized

performance allocation related compensation in fully vested, newly issued shares (see Note 14 to the consolidated financial

statements). For the year ended December 31, 2023, all such awards are antidilutive and excluded from the computation of

diluted earnings per share given the net loss attributable to common stockholders.

14. Equity

Stock Repurchase Program

In October 2021, the Board of Directors of the Company authorized the repurchase of up to$400 million of common

stock. In February 2023, the Board of Directors replenished the repurchase program and expanded the limit to$500 million of

common stock in aggregate, effective March 31, 2023. During theyear ended December 31, 2023, the Company paid an

aggregate of$203.5 million to repurchase and retire 6.5 million shares with all of the repurchases done via open market and

brokered transactions. As of December 31, 2023,$396.8 million of repurchase capacity remained under the program. 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. 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 will be used for

the payment of tax withholding amounts upon net settlement of equity 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.

The IRA also enacted a 1% excise tax on certain actual and deemed stock repurchases by publicly traded U.S.

corporations effective January 1, 2023. The value of repurchases subject to the tax is reduced by the value of any stock issued

by the corporation during the tax year, including stock issued or provided to the employees of the corporation. The excise tax is

accounted for in equity as an additional repurchase cost. The excise tax for the year ended December 31, 2023 was not material.

Shares Issued in Connection with Acquisitions

In August 2022, the Company issued 0.6 million shares of common stock, which represented$25.0 million of the

purchase price paid in the acquisition of Abingworth. In March 2022, the Company issued 4.2 million shares of common stock,

which represented$194.5 million of the purchase price paid in the acquisition of management contracts related to a portfolio of

assets from CBAM. See Note 3 to the unaudited condensed consolidated financial statements for a further description of these

acquisitions.

Shares Issued for Performance Allocation Related Compensation

In October 2021, the Company commenced a program under which, at the Company’s discretion, up to 20% of realized

performance allocations and incentive fee related compensation over a certain threshold amount may be distributed in fully

vested, newly issued shares of the Company’s common stock. Shares issued under the program are accounted for as

performance allocations and incentive fee related compensation and do not result in incremental compensation expense. In the

third quarter of 2022, the Company paused the issuance of shares pursuant to this program and the Companydidnot issue

shares for performance allocation related compensation during the year ended December 31, 2023. During the year ended

December 31, 2022, the Company distributed 850,110 fully vested, newly issued common shares related to previously accrued

performance allocations and incentive fee related compensation of$38.9 million.

Dividends

The table below presents information regarding the quarterly dividends on the common shares, which were made at the

sole discretion of the Board of Directors of the Company.

The Board of Directors will take into account general economic and business conditions, as well as the Company’s

strategic plans and prospects, business and investment opportunities, financial condition and obligations, legal, tax and

regulatory restrictions, other constraints on the payment of dividends by the Company to its common stockholders or by

subsidiaries to the Company, and other such factors as the Board of Directors may deem relevant. In addition, the terms of the

Company’s credit facility provide certain limits on the Company’s ability to pay dividends.

15. Equity-Based Compensation

In May 2012, Carlyle Group Management L.L.C., the general partner of the Partnership, adopted the Equity Incentive

Plan. The Equity Incentive Plan, which was amended on January 1, 2020 in connection with the Conversion to reflect shares of

the Company’s common stock, 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 common shares. On June 1, 2021, the shareholders of the Company approved an amended and

restated Equity Incentive Plan that removed a provision providing for the automatic increase in the number of the Company’s

common stock available for grant and reset the total number of shares of common stock available for grant to 16,000,000 shares

of common stock for awards granted under the plan after June 1, 2021. On May 30, 2023, the shareholders of the Company

approved a further amended and restated Equity Incentive Plan which increased the total number of shares of common stock

available for the grant of awards under the Equity Incentive Plan after June 1, 2021 by an additional 23,800,000 shares of

common stock (from 16,000,000 shares of common stock to 39,800,000 shares of common stock). As of December 31, 2023,

the total number of shares of the Company’s common stock available for grant under the amended and restated Equity Incentive

Plan was 27,280,126.

Common Shares

In connection with its strategic investment in NGP, the Company agreed to grant common shares on an annual basis

with a value not to exceed based$10.0 million based on a prescribed formula, which will vest over a 42-month period. Because

the Company accounts for its investment in NGP under the equity method of accounting, the fair value of the shares is

recognized as a reduction to principal investment income. Duringthe years ended December 31, 2023, 2022 and 2021, the

Company recognized$8.8 million,$8.4 million and$9.2 million, respectively, as a reduction to principal investment income

related to these shares.

Restricted Stock Units

The deferred restricted stock units are unvested when granted and vest ratably over a service period, which generally

ranges fromone year tofour years. The grant-date fair value of the deferred restricted stock units granted to Carlyle’s

employees is charged to equity-based compensation expense on a straight-line basis over the required service period.

Additionally, the calculation of the expense assumes a per unit discount that ranges from 2% to 20%, as these unvested awards

do not participate in any dividends. Equity-based compensation expense generates deferred tax assets, which are realized when

the units vest. The Company recorded compensation expense of$249.1 million,$154.0 million and$163.1 million forthe years

ended December 31, 2023, 2022 and 2021, respectively, with$41.1 million,$28.7 million and$33.4 million of corresponding

deferred tax benefits, respectively. A portion of the accumulated deferred tax asset associated with equity-based compensation

expense wasreclassified as a current tax benefit due to units vesting duringthe years ended December 31, 2023, 2022 and

2021. The net impact of the addition/(reduction) in deferred tax assets due to the equity-based compensation expense recorded

during the period less the tax deduction for units that vested was$12.7 million,$(3.2) million and$10.0 million forthe years

ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, the total unrecognized equity-based

compensation expense related to unvested deferred restricted stock units is$466.9 million, which is expected to be recognized

over a weighted-average term of 2.3 years.

Equity-based awards issued to non-employees, including non-employee directors and consultants, are recognized as

general, administrative and other expenses. The grant-date fair value of deferred restricted stock units granted to non-employees

is charged to expense on a straight-line basis over the vesting period. Equity-based awards that require the satisfaction of future

service criteria are recognized over the relevant service period. The expense for equity-based awards issued to non-employees

was$6.5 million,$5.0 million and$5.2 million forthe years ended December 31, 2023, 2022 and 2021, respectively.

During 2023, the Company granted 6.8 million shares related to equity inducement awards granted in connection with

the appointment of the Company’s Chief Executive Officer, including time-based restricted stock units which are eligible to

vest ratably in four equal installments, and performance based restricted stock units which contain stock price performance

conditions. Compensation cost for the awards containing market conditions, including stock price performance 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.

During 2021, the Company granted 7.1 million long-term, strategic restricted stock units to certain senior

professionals, the majority of which are eligible to vest based on the achievement of annual performance targets over four years

across a number of the Company’s employees. Compensation cost is recognized over the requisite service period if it is

probable that the performance condition will be satisfied.

In February 2024, the Company granted 18.1 million restricted stock units. These awards included 13.2 million

restricted stock units granted to certain senior Carlyle professionals with an estimated grant date fair value of approximately

$347 million and which are subject to vesting based on the achievement of stock price performance conditions over a service

period ofthree years.

A summary of the status of the Company’s non-vested equity-based awards as of December 31, 2023 and a summary

of changes from December 31, 2020 through December 31, 2023, are presented below:

(1)Includes common shares issued in connection with the Company’s investment in NGP.

(2)Includes 7.1 million long-term, strategic restricted stock units to certain senior professionals, the majority of which are eligible to vest based on the

achievement of annual performance targets over four years across a number of the Company’s employees.

(3)Includes 6.8 million shares related to equity inducement awards granted in connection with the appointment of the Company’s Chief Executive Officer,

as well as 0.3 million shares reserved for issuance upon the settlement of dividend-equivalent rights carried by certain restricted stock units

concurrently with the settlement of the restricted stock units for shares.

16. Segment Reporting

Carlyle conducts its operations through three reportable segments:

Global Private Equity – The Global Private Equity segment advises the Company’s buyout, middle market and growth

capital funds, its U.S. and internationally focused real estate funds, and its infrastructure and natural resources funds.

The segment also includes the NGP Carry Funds advised by NGP.

Global Credit – The Global Credit segment advises funds and vehicles that pursue investment strategies including

loans and structured credit, direct lending, opportunistic credit, distressed credit, aircraft financing and servicing,

infrastructure debt, insurance solutions, asset-backed lending, and global capital markets.

Global Investment Solutions – The Global Investment Solutions segment advises global private equity programs and

related co-investment and secondary activities.

The Company’s reportable business segments are differentiated by their various investment focuses and strategies.

Overhead costs are generally allocated based on cash-based compensation and benefits expense for each segment. The

Company’s earnings from its investment in NGP are presented in the respective operating captions within the Global Private

Equity segment.

Distributable Earnings. Distributable Earnings, or “DE,” is a key performance benchmark used in the Company’s

industry and is evaluated regularly by management in making resource deployment and compensation decisions and in

assessing performance of the Company’sthree reportable segments. Management also uses DE in budgeting, forecasting, and

the overall management of the Company’s segments. Management believes that reporting DE is helpful to understanding the

Company’s business and that investors should review the same supplemental financial measure that management uses to

analyze the Company’s segment performance. DE is intended to show the amount of net realized earnings without the effects of

the consolidation of the Consolidated Funds. DE is derived from the Company’s segment reported results.

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. 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, and certain general, administrative and other expenses when the timing of any future payment is uncertain.

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

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.

The following tables present the financial data for the Company’sthree reportable segments as of and for the year

ended December 31, 2023:

The following tables present the financial data for the Company’sthree reportable segments as of and for the year

ended December 31, 2022:

The following tables present the financial data for the Company’sthree reportable segments for the year ended

December 31, 2021:

(1) On August 31, 2021, the Company sold 100% of its interest in its local Brazilian management entity and entered into a sub-advisory agreement with the

acquiring company, which will provide advisory services with respect to Carlyle’s Brazilian portfolio. The Company recorded a loss on the sale and related

transaction costs of$4.7 million, which is included in other non-operating expenses (income) on the consolidated statements of operations, as well as a

foreign currency translation loss of$14.7 million related to amounts previously recorded in accumulated other comprehensive income, which is primarily

included in general, administrative and other expenses on the consolidated statements of operations. These amounts are excluded from the Company’s

segment reporting.

(2) On April 1, 2021, the Company sold 100% of its interest in Metropolitan Real Estate (“MRE”) and recorded a$5 million gain on the sale, which is

included inother non-operating expenses (income) on the consolidated statements of operations. This amount is excluded from the Company’s segment

reporting. The Company retained its existing investments in and commitments to the MRE funds, as well as its interest in the net accrued performance

allocations in existing funds.

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

and for the years ended December 31, 2023 and 2022:

The following table reconciles the Total Segments to the Company’s Income Before Provision for Taxes for the year

ended December 31, 2021:

(a)The Revenues adjustment principally represents unrealized performance revenues, unrealized principal investment

income (loss) (including Fortitude), the principal investment loss from dilution of the indirect investment in Fortitude,

revenues earned from the Consolidated Funds which were eliminated in consolidation to arrive at the Company’s total

revenues, adjustments for amounts attributable to non-controlling interests in consolidated entities, adjustments related

to expenses associated with the investments in NGP Management and its affiliates that are included in operating

captions or are excluded from the segment results, adjustments to reflect the reimbursement of certain costs incurred on

behalf of Carlyle funds on a net basis, and the inclusion of tax expenses associated with certain foreign performance

revenues, as detailed below:

The following table reconciles the total segments fund level fee revenue to the most directly comparable U.S. GAAP

measure, the Company’s consolidated fund management fees, for the years ended December 31, 2023, 2022 and 2021:

(1) Adjustments represent the reclassification of NGP management fees from principal investment income, the

reclassification of fee related performance revenues from business development companies and other products,

management fees earned from Consolidated Funds which were eliminated in consolidation to arrive at the Company’s

fund management fees, and the reclassification of certain amounts included in portfolio advisory fees, net and other in the

segment results that are included in interest and other income in the U.S. GAAP results.

(b)The Expenses adjustment represents the elimination of intercompany expenses of the Consolidated Funds payable to the

Company, the inclusion of equity-based compensation, certain tax expenses associated with realized performance

revenues related compensation, and unrealized performance revenues related compensation, adjustments related to

expenses associated with the investment in NGP Management that are included in operating captions, adjustments to

reflect the reimbursement of certain costs incurred on behalf of Carlyle funds on a net basis, changes in the tax

receivable agreement liability, and charges and credits associated with Carlyle corporate actions and non-recurring

items, as detailed below:

(c)The Other Income (Loss) adjustment results from the Consolidated Funds which were eliminated in consolidation to

arrive at the Company’s total Other Income (Loss).

(d)The following table is a reconciliation of Income (Loss) Before Provision for Income Taxes to Distributable Earnings

and to Fee Related Earnings:

(1) Equity-based compensation forthe years ended December 31, 2023, 2022 and 2021 includes amounts that are presented in principal

investment income and general, administrative and other expenses in the Company’s U.S. GAAP consolidated statements of

(2)See reconciliation to most directly comparable U.S. GAAP measure below:

(3)Adjustments to performance revenues and principal investment income (loss) relate to (i) unrealized performance allocations

net of related compensation expense and unrealized principal investment income, which are excluded from the segment

results, (ii) amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were

included in the segment results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were

excluded from the segment results, (iv) the reclassification of NGP performance revenues, which are included in principal

investment income in the U.S. GAAP financial statements, (v) the reclassification of fee related performance revenues,

which are included in fund level fee revenues in the segment results, and (vi) the reclassification of tax expenses associated

with certain foreign performance revenues. Adjustments to principal investment income (loss) also include the

reclassification of earnings for the investments in NGP Management and its affiliates to the appropriate operating captions

for the segment results, the exclusion of charges associated with the investment in NGP Management and its affiliates that

are excluded from the segment results and the exclusion of the principal investment loss from dilution of the indirect

investment in Fortitude.

(e)The Total Assets adjustment represents the addition of the assets of the Consolidated Funds that were eliminated in

consolidation to arrive at the Company’s total assets.

Information by Geographic Location

Carlyle primarily transacts business in the United States and a significant amount of its revenues are generated

domestically. The Company has established investment vehicles whose primary focus is making investments in specified

geographical locations. The tables below present consolidated revenues and assets based on the geographical focus of the

associated investment vehicle.

(1)Relates to investment vehicles whose primary focus is the United States, Mexico or South America.

(2)Relates to investment vehicles whose primary focus is Europe, the Middle East, and Africa.

(3)Relates to investment vehicles whose primary focus is Asia, including China, Japan, India and Australia.

17. Subsequent Events

In February 2024, the 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 February 23, 2024, payable on March 1, 2024.

18. Supplemental Financial Information

The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the

Company’s financial position as of December 31, 2023 and 2022 and results of operations forthe years ended December 31,

2023, 2022 and 2021. The supplemental statement of cash flows is presented without effects of the Consolidated Funds.