UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED March 31, 2024

OR

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

FOR THE TRANSITION PERIOD FROM                      TO                     

Commission File Number: 001-35538

The Carlyle Group Inc.

(Exact name of registrant as specified in its charter)

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

1001 Pennsylvania Avenue, NW

Washington, DC, 20004-2505

(Address of principal executive offices) (Zip Code)

(202) 729-5626

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

As of May 2, 2024, there were 359,880,497 shares of common stock of the registrant outstanding.

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

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

the past 90 days.    Yes  ý    No  ¨

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

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

files).    Yes  ý    No  ¨

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

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

12b-2 of the Exchange Act.

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

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

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

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

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Unaudited Condensed Consolidated Financial Statements – March 31, 2024 and 2023:
	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	5
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	6
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2024 and 2023	7
	Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2024 and 2023	8
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	9
	Notes to the Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	65
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	118
Item 4.	Controls and Procedures	118
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	120
Item 1A.	Risk Factors	120
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	120
Item 3.	Defaults Upon Senior Securities	120
Item 4.	Mine Safety Disclosures	120
Item 5.	Other Information	121
Item 6.	Exhibits	122
SIGNATURES		123

1

Forward-Looking Statements

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

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

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

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

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

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

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

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

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

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

described in this report and under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended

December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 22, 2024, as such factors

may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at

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

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

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

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

Website and Social Media Disclosure

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

X account (@OneCarlyle or www.twitter.com/onecarlyle), our corporate Instagram account (@onecarlyle or

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

corporate YouTube channel (www.youtube.com/user/onecarlyle), and our corporate WeChat account (ID: gh_3e34f090ec20) as

channels of distribution of material company information. For example, financial and other material information regarding our

company is routinely posted on and accessible at www.carlyle.com. Accordingly, investors should monitor these channels, in

addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may

automatically receive email alerts and other information about Carlyle when you enroll your email address by visiting the

“Email Alerts” section at http://ir.carlyle.com/email-alerts. The contents of our website and social media channels are not,

however, a part of this Quarterly Report on Form 10-Q and are not incorporated by reference herein.

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

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

transactions, the “Conversion”).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

three business segments:

2

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

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

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

•Global Credit: Opportunistic credit, aircraft finance, and other closed-end credit funds advised by Carlyle; and

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

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

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

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

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

alongside a carry fund.

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

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

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

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

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

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

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

been activated:

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

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

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

vehicles where the original investment period has expired, as well as one of our business development companies;

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

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

cut-off date;

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

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

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

development companies and certain carry funds; or

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

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

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

of the following:

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

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

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

commitments to those funds and vehicles;

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

and other structured products (inclusive of all positions);

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

3

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

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

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

vehicles.

We include in our calculation of AUM and Fee-earning AUM certain energy and renewable resources funds that we

jointly advise with Riverstone Holdings L.L.C. (“Riverstone”) and the NGP Carry Funds that are advised by NGP. Our

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

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

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

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

they are invested.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

performance allocations are excluded from these metrics.

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

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

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

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

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

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

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

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

(“CAPM”).

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

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

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

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

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

4

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The Carlyle Group Inc.

Condensed Consolidated Balance Sheets

(Dollars in millions)

	March 31, 2024	December 31, 2023
	(Unaudited)
Assets
Cash and cash equivalents	$1,276.5	$1,440.3
Cash and cash equivalents held at Consolidated Funds	426.0	346.0
Restricted cash	1.4	1.8
Investments, including accrued performance allocations of $5,567.6 and $6,169.9 as of March 31, 2024 and December 31, 2023, respectively	9,473.2	9,955.3
Investments of Consolidated Funds	7,458.6	7,253.1
Due from affiliates and other receivables, net	624.1	691.6
Due from affiliates and other receivables of Consolidated Funds, net	204.1	141.0
Fixed assets, net	162.8	161.5
Lease right-of-use assets, net	349.3	332.2
Deposits and other	88.5	70.6
Intangible assets, net	732.8	766.1
Deferred tax assets	52.2	16.5
Total assets	$20,849.5	$21,176.0
Liabilities and equity
Debt obligations	$2,259.0	$2,281.0
Loans payable of Consolidated Funds	6,535.1	6,486.5
Accounts payable, accrued expenses and other liabilities	375.2	333.8
Accrued compensation and benefits	4,173.9	4,922.2
Due to affiliates	203.6	275.9
Deferred revenue	391.1	140.3
Deferred tax liabilities	26.2	45.3
Other liabilities of Consolidated Funds	598.5	374.4
Lease liabilities	502.9	488.1
Accrued giveback obligations	44.0	44.0
Total liabilities	15,109.5	15,391.5
Commitments and contingencies
Common stock, $0.01 par value, 100,000,000,000 shares authorized (359,260,138 and 361,326,172 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)	3.6	3.6
Additional paid-in-capital	3,513.9	3,403.0
Retained earnings	1,868.2	2,082.1
Accumulated other comprehensive loss	(315.0)	(297.3)
Non-controlling interests in consolidated entities	669.3	593.1
Total equity	5,740.0	5,784.5
Total liabilities and equity	$20,849.5	$21,176.0

See accompanying notes.

5

The Carlyle Group Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

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

	Three Months Ended March 31,
	2024	2023
Revenues
Fund management fees	$523.6	$500.8
Incentive fees	26.2	19.8
Investment income (loss)
Performance allocations	(157.0)	160.8
Principal investment income	73.1	11.7
Total investment income (loss)	(83.9)	172.5
Interest and other income	57.6	44.0
Interest and other income of Consolidated Funds	164.9	121.9
Total revenues	688.4	859.0
Expenses
Compensation and benefits
Cash-based compensation and benefits	221.9	260.2
Equity-based compensation	108.3	54.4
Performance allocations and incentive fee related compensation	(72.8)	105.7
Total compensation and benefits	257.4	420.3
General, administrative and other expenses	147.7	159.2
Interest	30.8	29.7
Interest and other expenses of Consolidated Funds	124.6	93.7
Other non-operating expenses	0.2	0.1
Total expenses	560.7	703.0
Other income (loss)
Net investment income (loss) of Consolidated Funds	(7.0)	3.6
Income before provision for income taxes	120.7	159.6
Provision for income taxes	21.9	34.3
Net income	98.8	125.3
Net income attributable to non-controlling interests in consolidated entities	33.2	24.6
Net income attributable to The Carlyle Group Inc.	$65.6	$100.7
Net income attributable to The Carlyle Group Inc. per common share (see Note 12)
Basic	$0.18	$0.28
Diluted	$0.18	$0.28
Weighted-average common shares
Basic	360,908,247	362,944,260
Diluted	369,343,601	365,357,833

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

6

The Carlyle Group Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Dollars in millions)

	Three Months Ended March 31,
	2024	2023
Net income	$98.8	$125.3
Other comprehensive income (loss)
Foreign currency translation adjustments	(20.7)	19.8
Defined benefit plans
Unrealized income for the period	0.4	0.3
Reclassification adjustment for gain during the period, included in cash-based compensation and benefits expense	(0.1)	(0.1)
Other comprehensive income (loss)	(20.4)	20.0
Comprehensive income	78.4	145.3
Comprehensive income attributable to non-controlling interests in consolidated entities	30.5	27.6
Comprehensive income attributable to The Carlyle Group Inc.	$47.9	$117.7

See accompanying notes.

7

The Carlyle Group Inc.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(Dollars and shares in millions)

	Common Shares	Common Stock	Additional Paid-in- Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Non- controlling Interests in Consolidated Entities	Total Equity
Balance at December 31, 2023	361.3	$3.6	$3,403.0	$2,082.1	$(297.3)	$593.1	$5,784.5
Shares repurchased	(2.8)	—	—	(131.2)	—	—	(131.2)
Net shares issued for equity-based awards	0.8	—	—	(19.4)	—	—	(19.4)
Equity-based compensation	—	—	108.7	—	—	—	108.7
Dividend-equivalent rights on certain equity- based awards	—	—	2.2	(2.2)	—	—	—
Contributions	—	—	—	—	—	64.7	64.7
Dividends and distributions	—	—	—	(126.7)	—	(19.0)	(145.7)
Net income	—	—	—	65.6	—	33.2	98.8
Currency translation adjustments	—	—	—	—	(18.0)	(2.7)	(20.7)
Defined benefit plans, net	—	—	—	—	0.3	—	0.3
Balance at March 31, 2024	359.3	$3.6	$3,513.9	$1,868.2	$(315.0)	$669.3	$5,740.0

	Common Shares	Common Stock	Additional Paid-in- Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Non- controlling Interests in Consolidated Entities	Total Equity
Balance at December 31, 2022	362.3	$3.6	$3,138.5	$3,401.1	$(322.2)	$600.3	$6,821.3
Shares repurchased	(3.0)	—	—	(100.3)	—	—	(100.3)
Shares issued for equity-based awards	2.8	—	—	—	—	—	—
Equity-based compensation	—	—	54.8	—	—	—	54.8
Dividend-equivalent rights on certain equity- based awards	—	—	2.2	(2.2)	—	—	—
Contributions	—	—	—	—	—	18.7	18.7
Dividends and distributions	—	—	—	(118.4)	—	(9.9)	(128.3)
Net income	—	—	—	100.7	—	24.6	125.3
Currency translation adjustments	—	—	—	—	16.8	3.0	19.8
Defined benefit plans, net	—	—	—	—