---

---

---

•	Corporate Private Equity: Buyout, middle market and growth capital funds advised by Carlyle

•	Real Assets: Real estate, power, infrastructure and energy 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: Distressed credit, energy credit, opportunistic credit, corporate mezzanine funds, aircraft financing and servicing, and other closed-end credit funds advised by Carlyle

•	Investment Solutions: Funds and vehicles advised by AlpInvest Partners B.V. (“AlpInvest”) and Metropolitan Real Estate Equity Management, LLC (“Metropolitan”), which include primary fund, secondary and co-investment strategies

(a)	the amount of limited partner capital commitments, generally for carry funds where the original investment period has not expired, for AlpInvest carry funds during the commitment fee period and for Metropolitan carry funds during the weighted-average investment period of the underlying funds;

(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, Metropolitan carry funds after the expiration of the weighted-average investment period of the underlying funds, and 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 (typically exclusive of equities and defaulted positions) as of the quarterly cut-off date;

(d)	the external investor portion of the net asset value of our open-ended funds (pre redemptions and subscriptions), as well as certain carry funds;

(e)	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

(f)	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.

(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 (pre-redemptions and subscriptions) of our open-ended funds; and

(d)	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.

---

---

---

---

---

---

---

---

1. Organization and Basis of Presentation

Effective on January 1, 2020, The Carlyle Group L.P. converted from a Delaware limited partnership to a Delaware corporation named The Carlyle Group Inc. (the “Conversion”). As a result of the Conversion, each common unit was converted into a share of common stock. Under the laws of its incorporation, The Carlyle Group Inc. is deemed to be the same entity as The Carlyle Group L.P. (the “Partnership”). Unless the context suggests otherwise, references to “Carlyle” or the “Company,” refer to (i) The Carlyle Group Inc. and its consolidated subsidiaries following the Conversion and (ii) The Carlyle Group L.P. and its consolidated subsidiaries prior to the Conversion. Because the Conversion became effective January 1, 2020, the accompanying consolidated financial statements as of December 31, 2019 and for the three and six months ended June 30, 2019 and related notes reflect the results of a partnership, and not a corporation.

Prior to the Conversion, the Company recorded significant non-controlling interests in Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P. (collectively, “Carlyle Holdings”), the holdings partnerships through which the Company and senior Carlyle professionals and other holders of Carlyle Holdings partnership units owned their respective interests in the business. In the Conversion, the limited partners of the Carlyle Holdings partnerships exchanged their Carlyle Holdings partnership units for an equivalent number of shares of common stock of The Carlyle Group Inc. As a result, in periods following the Conversion, the consolidated balance sheet and statement of operations of The Carlyle Group Inc. does not reflect any non-controlling interests in Carlyle Holdings, and net income (loss) attributable to Carlyle Holdings refers to the net income (loss) of The Carlyle Group Inc. and its consolidated subsidiaries, net of non-controlling interests in consolidated entities.

Carlyle is one of the world’s largest global investment firms that originates, structures, and acts as lead equity investor in management-led buyouts, strategic minority equity investments, equity private placements, consolidations and buildups, growth capital financings, real estate opportunities, bank loans, high-yield debt, distressed assets, mezzanine debt, and other investment opportunities. Carlyle provides investment management services to, and has transactions with, various private equity funds, real estate funds, private credit funds, collateralized loan obligations (“CLOs”), and other investment products sponsored by the Company for the investment of client assets in the normal course of business. Carlyle typically serves as the general partner, investment manager or collateral manager, making day-to-day investment decisions concerning the assets of these products. Carlyle operates its business through four reportable segments: Corporate Private Equity, Real Assets, Global Credit, and Investment Solutions (see Note 14).

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. In addition, certain Carlyle-affiliated funds, related external co-investment entities, and certain CLOs managed by the Company (collectively the “Consolidated Funds”) have been consolidated in the accompanying condensed consolidated 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 condensed consolidated financial statements (see Note 2).

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. These statements, including notes, have not been audited, exclude some of the disclosures required for annual financial statements, and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”). The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition and results of operations for the interim periods presented.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The Company consolidates all entities that it controls either through a majority voting interest or as the primary beneficiary of variable interest entities (“VIEs”).

---

The Company evaluates (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3) whether the Company’s involvement would make it the primary beneficiary. In evaluating whether the Company holds a variable interest, fees (including management fees, incentive fees and performance allocations) that are customary and commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable interests. The Company considers all economic interests, including indirect interests, to determine if a fee is considered a variable interest.

For those entities where the Company holds a variable interest, the Company determines whether each of these entities qualifies as a VIE and, if so, whether or not the Company is the primary beneficiary. The assessment of whether the entity is a VIE is generally performed qualitatively, which requires judgment. These judgments include: (a) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the economic performance of the entity, (c) determining whether two or more parties’ equity interests should be aggregated, and (d) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity.

For entities that are determined to be VIEs, the Company consolidates those entities where it has concluded it is the primary beneficiary. The primary beneficiary is defined as the variable interest holder with (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly or indirectly by the Company.

As of June 30, 2020, assets and liabilities of the consolidated VIEs reflected in the unaudited condensed consolidated balance sheets were $4.8 billion and $4.7 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.

Substantially all of the Company’s Consolidated Funds are 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 have been eliminated as intercompany transactions. As of June 30, 2020, the Company held $92.3 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.

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 CLOs and strategic investment in NGP Management Company, L.L.C. (“NGP Management” and, together with its affiliates, “NGP”). Refer to Note 4 for information on the strategic investment in NGP. The Company’s involvement with such entities is in the form of direct 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:

	As of
	June 30, 2020				December 31, 2019
	(Dollars in millions)
Investments	$	927.3			$	1,029.5
Accrued performance revenues	103.9				160.2
Management fee receivables	40.9				35.4
Total	$	1,072.1			$	1,225.1

These amounts represent the Company’s maximum exposure to loss related to the unconsolidated VIEs as of June 30, 2020 and December 31, 2019.

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

All of the investments held and notes issued by the Consolidated Funds are presented at their estimated fair values in the Company’s condensed consolidated balance sheets. Interest and other income of the Consolidated Funds as well as interest expense and other expenses of the Consolidated Funds are included in the Company’s unaudited condensed consolidated statements of operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 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, (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”, which comprises substantially all of the Company’s previously reported performance fee revenues) as earnings from financial assets within the scope of ASC 323, Investments - Equity Method and Joint Ventures, and therefore are not in the scope of ASC 606. In accordance with ASC 323, the Company records equity method income (losses) as a component of investment income based on the change in its proportionate claim on net assets of the investment fund, including performance allocations, assuming the investment fund was liquidated as of each reporting date pursuant to each fund’s governing agreements. See Note 4 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 unaudited condensed consolidated statements of operations. The calculation of unrealized performance revenues utilizes investment valuations of the funds’ underlying investments, which are derived using the policies, methodologies and templates prepared by the Company’s valuation group, as described in Note 3, Fair Value Measurement.

While the determination of who is the customer in a contractual arrangement will be made on a contract-by-contract basis, the customer will generally be the investment fund for the Company’s significant management and advisory contracts. The customer determination impacts the Company’s analysis of the accounting for contract costs. Also, the recovery of certain costs incurred on behalf of Carlyle funds, primarily travel and entertainment costs, are presented gross in the unaudited condensed consolidated statements of operations, as the Company controls the inputs to its investment management performance obligation.

Fund Management Fees

The Company provides management services to funds in which it holds a general partner interest or has a 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 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 Corporate Private Equity, Real Assets and Global Credit segments, management fees generally range from 1.0% to 2.0% of commitments during the fund’s investment period based on limited partners’ capital commitments to the funds. 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 to between 0.6% and 2.0%. For certain separately managed accounts, longer-dated carry funds, and other closed-end funds, management fees generally range from 0.2% to 1.0% based on contributions for unrealized investments, the current value of the investment, or adjusted book value. The Company will receive management fees during a specified period of time, which is generally ten years from the initial closing date, or, in some instances, from the final closing date, but such termination date may be earlier in certain limited circumstances or later if extended for successive one-year periods, typically up to a maximum of two years. Depending upon the contracted terms of investment advisory or investment management and related agreements, these fees are generally called semi-annually in advance and are recognized as earned over the subsequent six month period. For certain longer-dated carry funds and certain other closed-end funds, management fees are called quarterly over the life of the funds.

Within the Global Credit segment, for CLOs and other structured products, management fees generally range from 0.4% to 0.5% based on the total par amounts of assets or the aggregate principal amount of the notes in the CLO and are due quarterly 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 and are subject to deferral under certain conditions. The Company deferred approximately $3.5 million and $7.0 million of subordinated management fees on its CLOs (after the effect of consolidated CLOs) during the three months and six months ended June 30, 2020, respectively. The Company will receive management fees for the CLOs until redemption of the securities issued by the CLOs, which is generally five to ten

---

years after issuance. Management fees for the business development companies are due quarterly in arrears at annual rates that range from 1.25% of invested capital to 1.5% of gross assets, excluding cash and cash equivalents.

Management fees for the Company’s private equity and real estate carry fund vehicles in the Investment Solutions segment generally range from 0.25% to 1.0% of the vehicle’s capital commitments during the commitment fee period of the relevant fund or the weighted-average investment period of the underlying funds. Following the expiration of the commitment fee period or weighted-average investment period of such funds, the management fees generally range from 0.25% to 1.0% on (i) the lower of cost or fair value of the capital invested, (ii) the net asset value for unrealized investments, or (iii) the contributions for unrealized investments; however, certain separately managed accounts earn management fees at all times on contributions for unrealized investments or on the initial commitment amount. Management fees for the Investment Solutions carry fund vehicles are generally due quarterly and recognized over the related quarter.

As of June 30, 2020 and December 31, 2019, management fee receivables were $105.6 million and $88.8 million, respectively, and are included in due from affiliates and other receivables, net, in the unaudited condensed consolidated balance sheets.

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. Transaction fees also include underwriting fees from the Company’s loan syndication and capital markets business, Carlyle Capital Solutions (“CCS”). Fund management fees include transaction and portfolio advisory fees of $17.2 million and $14.2 million for the three months ended June 30, 2020 and 2019, respectively, and $21.6 million and $23.1 million for the six months ended June 30, 2020 and 2019, respectively, net of any 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 unaudited condensed consolidated statements of operations.

The Company also incurs certain costs, primarily employee travel and entertainment costs, employee compensation and systems costs, for which it receives reimbursement from the investment funds in connection with its performance obligation to provide investment and management services. For reimbursable travel, compensation and systems costs, the Company concluded it controls the services provided by its employees and the resources used to develop applicable systems before they are transferred to the customer and therefore is a principal. Accordingly, the reimbursement for these costs incurred by the Company to manage the fund limited partnerships are presented on a gross basis in interest and other income in the unaudited condensed consolidated statements of operations and the expense in general, administrative and other expenses or cash-based compensation and benefits expenses in the unaudited condensed consolidated statements of operations.

Incentive Fees

In connection with management contracts from certain of its Global Credit funds, the Company is also entitled to receive performance-based incentive fees when the return on assets under management exceeds certain benchmark returns or other performance targets. In such arrangements, incentive fees are recognized when the performance benchmark has been achieved. Incentive fees are variable consideration because they are contingent upon the investment vehicle achieving stipulated investment return hurdles. Investment returns are highly susceptible to market factors outside of the Company’s influence. Accordingly, incentive fees are constrained until the 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 Corporate Private Equity, Real Assets and Global Credit segments, the Company is generally entitled to a 20% allocation (or 10% to 20% on certain longer-dated carry funds, certain credit funds, up to 25% on certain Corporate Private Equity funds in the event performance benchmarks are achieved, and external co-investment vehicles, or approximately 2% to 10% for most of the 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% (or 4% to 7% for certain longer-dated carry funds) and return of certain fund costs (generally subject to catch-up provisions as set forth in the fund limited partnership agreement). 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 funds’ 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.

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. Principal investment income (loss) also includes the Company’s allocation of earnings from its investment in Fortitude Re through June 2, 2020 (see Note 4). As it relates to the Company’s investments in NGP (see Note 4), 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. 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.

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 unaudited condensed consolidated statements of operations. Interest income of the Consolidated Funds was $53.1 million and $43.7 million for the three months ended June 30, 2020 and 2019, respectively, and $104.2 million and $94.7 million for the six months ended June 30, 2020 and 2019, respectively, and is included in interest and other income of Consolidated Funds in the accompanying unaudited condensed consolidated statements of operations.

Credit Losses

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which was adopted by the Company on January 1, 2020. For more information regarding adoption, see “Recent Accounting Pronouncements Recently Issued Accounting Standards Adopted as of January 1, 2020” below.

Under ASU 2016-13, the Company is required to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. As part of its adoption process, the Company assessed the collection risk characteristics of the outstanding amounts in its due from affiliates balance to define the following pools of receivables:

---

•	Reimbursable fund expenses receivables,

•	Management fee receivables,

•	Incentive fee receivables,

•	Transaction fee receivables,

•	Portfolio fee receivables, and

•	Notes receivable.

The Company generally utilizes either historical credit loss information or discounted cash flows to calculate expected credit losses for each pool. Historical credit loss data may be adjusted for current conditions and reasonable and supportable forecasts. The Company’s receivables are predominantly with its investment funds, which have low risk of credit loss based on the Company’s historical experience. Therefore the adoption of ASU 2016-13 did not have a material impact to the accompanying unaudited condensed consolidated financial statements.

Compensation and Benefits

Cash-based Compensation and Benefits – Cash-based compensation and benefits includes salaries, bonuses (discretionary awards and guaranteed amounts), performance payment arrangements and benefits paid and payable to Carlyle employees. Bonuses are accrued over the service period to which they relate.

Equity-Based Compensation – Compensation expense relating to the issuance of equity-based awards is measured at fair value on the grant date. The compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis. The compensation expense for awards that do not require future service is recognized immediately. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each reporting period. The compensation expense for awards that contain performance conditions is recognized when it is probable that the performance conditions will be achieved; in certain instances, such compensation expense may be recognized prior to the grant date of the award. 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.

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. 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 unaudited condensed consolidated statements of operations.

Performance Allocations and Incentive Fee Related Compensation – A portion of the performance allocations and incentive fees earned is due to employees and advisors of the Company. These amounts are accounted for as compensation expense 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. Accordingly, upon a reversal of performance allocations or incentive fee revenue, the related compensation expense, if any, is also reversed. As of June 30, 2020 and December 31, 2019, the Company had recorded a liability of $1.9 billion and $2.0 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 unaudited condensed consolidated balance sheets.

Income Taxes

The Carlyle Group Inc. is a corporation for U.S. federal income tax purposes and thus is subject to U.S. federal, state and local corporate income taxes. Prior to the Conversion, The Carlyle Group L.P. was generally organized as a series of pass-through entities and therefore generally not subject to U.S. federal income taxes, with the exception of certain wholly-owned subsidiaries which were subject to federal, state, local and foreign corporate income taxes at the entity level. 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.

Under U.S. GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is “more likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established, which is included in accounts payable, accrued expenses and other liabilities in the unaudited condensed consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. If recognized, the entire amount of unrecognized tax positions would be recorded as a reduction in the provision for income taxes.

Tax Receivable Agreement

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. From and after the consummation of the Conversion, holders of the Carlyle Holdings partnership units do not have any rights to payments under the tax receivable agreement except for payment obligations pre-existing at the time of the Conversion with respect to exchanges that occurred prior to the Conversion.

With respect to exchanges that occurred prior to the Conversion, the Company recorded an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the exchange. All of the effects to the deferred tax asset of changes in any of the Company’s estimates after the tax year of the exchange will be reflected in the provision for income taxes. Similarly, the effect of subsequent changes in the enacted tax rates will be reflected 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.

Prior to the Conversion, the Company recorded non-controlling interests in Carlyle Holdings, which relates to the ownership interests of the other limited partners of the Carlyle Holdings partnerships. The Company, through wholly-owned subsidiaries, was the sole general partner of Carlyle Holdings.  Accordingly, the Company consolidated the financial position and results of operations of Carlyle Holdings into its consolidated financial statements, and the other ownership interests in Carlyle Holdings were reflected as non-controlling interests in the Company’s unaudited condensed consolidated financial statements. Any change to the Company’s ownership interest in Carlyle Holdings was accounted for as a transaction within partners’ capital as a reallocation of ownership interests in Carlyle Holdings. As part of the Conversion, the limited partners of the Carlyle Holdings partnerships exchanged their Carlyle Holdings partnership units for an equivalent number shares of common stock of The Carlyle Group Inc., which was accounted for as a transaction within equity. As a result, the consolidated balance sheet and consolidated statement of operations of The Carlyle Group Inc. do not reflect any non-controlling interests in Carlyle Holdings following the Conversion.

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. Prior to the Conversion, we applied the “if-converted” method to Carlyle

---

Holdings partnership units to determine the dilutive weighted-average common shares outstanding. Net income (loss) attributable to the common shares excludes net income (loss) and dividends attributable to any participating securities under the two-class method of ASC 260. Subsequent to the Conversion, the Company has a single class of stock and therefore, the “if-converted” method is no longer be applied in the computation of diluted earnings per share.

Investments

Investments include (i) the Company’s ownership interests (typically general partner interests) in the Funds, (ii) strategic investments made by the Company (both of which are accounted for as equity method investments), (iii) the investments held by the Consolidated Funds (which are presented at fair value in the Company’s unaudited condensed consolidated financial statements), and (iv) certain credit-oriented investments, including investments in the CLOs and the preferred securities of TCG BDC, Inc. (the “BDC Preferred Shares”) (which are accounted for as trading securities).

The valuation procedures utilized for investments of the Funds vary depending on the nature of the investment. The fair value of investments in publicly-traded securities is based on the closing price of the security with adjustments to reflect appropriate discounts if the securities are subject to restrictions.

The fair value of non-equity securities or other investments, which may include instruments that are not listed on an exchange, considers, among other factors, external pricing sources, such as dealer quotes or independent pricing services, recent trading activity or other information that, in the opinion of the Company, may not have been reflected in pricing obtained from external sources.

When valuing private securities or assets without readily determinable market prices, the Company gives consideration to operating results, financial condition, economic and/or market events, recent sales prices and other pertinent information. These valuation procedures may vary by investment, but include such techniques as comparable public market valuation, comparable acquisition valuation and discounted cash flow analysis. 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. Furthermore, there is no assurance that, upon liquidation, the Company will realize the values presented herein.

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.

Principal 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 strategic investments, 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.

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.

---

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 unaudited condensed consolidated balance sheets with changes in fair value recognized in the unaudited condensed consolidated statements of operations for all derivatives not designated as hedging instruments.

Securities Sold Under Agreements to Repurchase

As it relates to certain European CLOs sponsored by the Company, securities sold under agreements to repurchase (“repurchase agreements”) are accounted for as collateralized financing transactions. The Company provides securities to counterparties to collateralize amounts borrowed under repurchase agreements on terms that permit the counterparties to repledge or resell the securities to others. As of June 30, 2020, $41.8 million of securities were transferred to counterparties under repurchase agreements and are included within investments in the unaudited condensed consolidated balance sheets. Cash received under repurchase agreements is recognized as a liability within debt obligations in the unaudited condensed consolidated balance sheets. Interest expense is recognized on an effective yield basis and is included within interest expense in the unaudited condensed consolidated statements of operations. See Note 5 for additional information.

Fixed Assets

Fixed assets consist of furniture, fixtures and equipment, leasehold improvements, and computer hardware and software 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 ASU 2016-2, Leases (Topic 842), and recognizes a lease liability and right-of-use asset in the condensed consolidated balance sheet for contracts that it determines are leases or contain a lease. The Company’s leases primarily consist of operating leases for office space in various countries around the world. The Company also has operating leases for office equipment and vehicles, which are not significant. The Company does not separate non-lease components from lease components for its office space and equipment operating leases and instead accounts for each separate lease component and its associated non-lease component as a single lease component. 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.

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 to ten years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Intangible asset amortization expense was $3.6 million and $3.9 million during the three months ended June 30, 2020 and 2019, respectively, and $7.2 million and $7.7 million during the six months ended June 30, 2020 and 2019, respectively, and is included in general, administrative, and other expenses in the unaudited condensed consolidated statements of operations.

---

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 1st 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. The decrease in the deferred revenue balance for the six months ended June 30, 2020 was primarily driven by revenue recognized that was included in the deferred revenue balance at the beginning of the period.

Accumulated Other Comprehensive Income (Loss)

The Company’s accumulated other comprehensive income (loss) is comprised of foreign currency translation adjustments and gains and losses on defined benefit plans sponsored by AlpInvest. The components of accumulated other comprehensive income (loss) as of June 30, 2020 and December 31, 2019 were as follows:

	As of
	June 30, 2020				December 31, 2019
	(Dollars in millions)
Currency translation adjustments	$	(237.9	)		$	(85.1	)
Unrealized losses on defined benefit plans	(21.0		)		(6.6		)
Fortitude Re available-for-sale securities	—				6.5
Total	$	(258.9	)		$	(85.2	)

Pursuant to the Conversion and the limited partners of the Carlyle Holdings partnerships exchange of all Carlyle Holdings partnership units for an equivalent number of shares of common stock of The Carlyle Group Inc., the accumulated other comprehensive loss previously attributable to non-controlling interests in Carlyle Holdings is included in the Company’s accumulated other comprehensive loss in the condensed consolidated balance sheet and condensed consolidated statements of changes in equity.

Foreign Currency Translation

Non-U.S. dollar denominated assets and liabilities are translated at period-end rates of exchange, and the unaudited condensed consolidated statements of operations are translated at rates of exchange in effect throughout the period. Foreign currency gains (losses) resulting from transactions outside of the functional currency of an entity of $4.3 million and $7.0 million for the three months ended June 30, 2020 and 2019, respectively, and $21.5 million and $(5.7) million for the six months ended June 30, 2020 and 2019, respectively, are included in general, administrative and other expenses in the unaudited condensed consolidated statements of operations.

Recent Accounting Pronouncements

Recently Issued Accounting Standards Adopted as of January 1, 2020

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 eliminates, adds and modifies certain disclosure requirements for fair value measurements. This guidance was adopted by the Company on January 1, 2020.

In January 2017, the FASB issued ASU 2017-4, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies an entity’s annual goodwill test for impairment by eliminating the requirement to calculate the implied fair value of goodwill, and instead an entity should compare the fair value of a reporting unit with its carrying amount. The impairment charge will then be the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity would still have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance was adopted by the Company on January 1, 2020 using a prospective transition method, and the impact was not material.

In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326). ASU 2016-13    requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Previously, GAAP required an “incurred

---

3. Fair Value Measurement

The fair value measurement accounting guidance 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 types 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 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 are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments.

---

 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 June 30, 2020:

(Dollars in millions)	Level I				Level II				Level III				Total
Assets
Investments of Consolidated Funds:
Equity securities	$	—			$	—			$	108.8			$	108.8
Bonds	—				—				438.4				438.4
Loans	—				—				4,034.0				4,034.0
	—				—				4,581.2				4,581.2
Investments in CLOs and other:
Investments in CLOs and other	—				—				515.0				515.0
Partnership and LLC interests (1)	—				—				15.5				15.5
	—				—				530.5				530.5
Foreign currency forward contracts	—				0.4				—				0.4
Total	$	—			$	0.4			$	5,111.7			$	5,112.1
Liabilities
Loans payable of Consolidated Funds (2)	$	—			$	—			$	4,412.0			$	4,412.0
Foreign currency forward contracts	—				3.1				—				3.1
Total	$	—			$	3.1			$	4,412.0			$	4,415.1

 

(1)	Balance represents Fund Investments that the Company reports based on the most recent available information which typically has a lag of up to 90 days.

(2)	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.

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, 2019:

(Dollars in millions)	Level I				Level II				Level III				Total
Assets
Investments of Consolidated Funds:
Equity securities	$	—			$	—			$	19.4			$	19.4
Bonds	—				—				574.1				574.1
Loans	—				—				4,413.8				4,413.8
	—				—				5,007.3				5,007.3
Investments in CLOs and other	—				—				496.2				496.2
Foreign currency forward contracts	—				0.1				—				0.1
Total	$	—			$	0.1			$	5,503.5			$	5,503.6
Liabilities
Loans payable of Consolidated Funds(1)	$	—			$	—			$	4,685.2			$	4,685.2
Foreign currency forward contracts	—				0.3				—				0.3
Total	$	—			$	0.3			$	4,685.2			$	4,685.5

 

(1)	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.

 

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, Fair Value Measurement. These valuations, inputs and preliminary conclusions are reviewed by the fund accounting 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 co-executive chairmen of the board, chairman emeritus, co-chief executive officers, 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 is reviewed by external valuation firms. Valuations of the funds’ investments are used in the calculation of accrued performance allocations, or “carried interest”.

In the absence of observable market prices, the Company values its 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 of operating companies and real estate properties, and certain debt positions. The valuation technique for each of these investments is described below:

Private Equity and Real Estate Investments – The fair values of private equity investments are determined by reference to projected net earnings, earnings before interest, taxes, depreciation and amortization (“EBITDA”), the discounted cash flow method, public market or private transactions, valuations for comparable companies or sales of comparable assets, and other measures which, in many cases, are unaudited at the time received. The methods used to estimate the fair value of real estate investments include the discounted cash flow method and/or capitalization rate (“cap rate”) analysis. Valuations may be derived by reference to observable valuation measures for comparable companies or transactions (e.g., applying a key performance metric of the investment such as EBITDA or net operating income to a relevant valuation multiple or cap rate observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar models. 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 and capital structure if applicable. The adjustments are 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 do not currently drive a significant portion of private equity or real estate 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. 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 loans payable 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 both discounted cash flow analyses and third-party quotes, as described above.

Fund Investments – The Company’s primary and secondary investments in external funds are valued based on its proportionate share of the net assets provided by the third party general partners of the underlying fund partnerships based on the most recent available information which typically has a lag of up to 90 days. The terms of the investments generally preclude the ability to redeem the investment. Distributions from these investments will be received as the underlying assets in the funds are liquidated, the timing of which cannot be readily determined.

The changes in financial instruments measured at fair value for which the Company has used Level III inputs to determine fair value are as follows (Dollars in millions):

	Financial Assets
	Three Months Ended June 30, 2020
	Investments of Consolidated Funds
	Equity securities				Bonds				Loans				Investments in CLOs and other				Total
Balance, beginning of period	$	91.2			$	423.9			$	3,950.2			$	396.4			$	4,861.7
Purchases	8.1				90.3				140.5				105.6				344.5
Sales and distributions	(0.2		)		(147.8		)		(522.8		)		(12.4		)		(683.2		)
Settlements	—				—				(90.6		)		—				(90.6		)
Realized and unrealized gains (losses), net
Included in earnings	9.7				60.2				470.9				42.0				582.8
Included in other comprehensive income	—				11.8				85.8				(1.1		)		96.5
Balance, end of period	$	108.8			$	438.4			$	4,034.0			$	530.5			$	5,111.7
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date	$	9.2			$	1.3			$	1.2			$	42.0			$	53.7
Changes in unrealized gains (losses) included in other comprehensive income related to financial assets still held at the reporting date	$	—			$	8.9			$	71.9			$	(1.1	)		$	79.7
	Financial Assets
	Six Months Ended June 30, 2020
	Investments of Consolidated Funds
	Equity securities				Bonds				Loans				Investments in CLOs and other				Total
Balance, beginning of period	$	19.4			$	574.1			$	4,413.8			$	496.2			$	5,503.5
Purchases	87.4				140.9				818.1				123.7				1,170.1
Sales and distributions	(0.2		)		(214.9		)		(679.7		)		(56.3		)		(951.1		)
Settlements	—				—				(193.8		)		—				(193.8		)
Realized and unrealized gains (losses), net
Included in earnings	2.2				(61.0		)		(330.1		)		(19.4		)		(408.3		)
Included in other comprehensive income	—				(0.7		)		5.7				(13.7		)		(8.7		)
Balance, end of period	$	108.8			$	438.4			$	4,034.0			$	530.5			$	5,111.7
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date	$	2.2			$	(55.1	)		$	(308.9	)		$	(19.4	)		$	(381.2	)
Changes in unrealized gains (losses) included in other comprehensive income related to financial assets still held at the reporting date	$	—			$	(2.1	)		$	(0.7	)		$	(13.7	)		$	(16.5	)

---

	Financial Assets
	Three Months Ended June 30, 2019
	Investments of Consolidated Funds
	Equity securities				Bonds				Loans				Investments in CLOs and other				Total
Balance, beginning of period	$	—			$	653.4			$	3,377.6			$	472.3			$	4,503.3
Consolidation of funds (1)	—				—				588.9				(4.4		)		584.5
Purchases	1.8				74.8				440.2				4.4				521.2
Sales and distributions	—				(109.8		)		(183.9		)		(4.6		)		(298.3		)
Settlements	—				—				(140.3		)		—				(140.3		)
Realized and unrealized gains (losses), net
Included in earnings	0.8				5.7				0.3				13.8				20.6
Included in other comprehensive income	—				7.9				42.2				(4.2		)		45.9
Balance, end of period	$	2.6			$	632.0			$	4,125.0			$	477.3			$	5,236.9
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date	$	0.8			$	3.1			$	(4.2	)		$	13.8			$	13.5
	Financial Assets
	Six Months Ended June 30, 2019
	Investments of Consolidated Funds
	Equity securities				Bonds				Loans				Investments in CLOs and other				Total
Balance, beginning of period	$	—			$	690.1			$	4,596.5			$	446.4			$	5,733.0
Deconsolidation/consolidation of funds (1)	—				—				(294.8		)		(2.7		)		(297.5		)
Purchases	1.8				144.3				681.1				34.1				861.3
Sales and distributions	—				(210.1		)		(552.1		)		(8.6		)		(770.8		)
Settlements	—				—				(270.6		)		—				(270.6		)
Realized and unrealized gains (losses), net
Included in earnings	0.8				13.3				(5.5		)		9.7				18.3
Included in other comprehensive income	—				(5.6		)		(29.6		)		(1.6		)		(36.8		)
Balance, end of period	$	2.6			$	632.0			$	4,125.0			$	477.3			$	5,236.9
Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date	$	0.8			$	9.6			$	(16.7	)		$	9.7			$	3.4

 

 (1) As a result of the consolidation of one CLO during the three months ended June 30, 2019, the investment that the Company held in that CLO is now eliminated in consolidation and no longer included in investments in CLOs and other. As a result of the deconsolidation of two CLOs during the six months ended June 30, 2019, the investments that the Company held in those CLOs are no longer eliminated in consolidation and are now included in investments in CLOs and other.

---

	Financial Liabilities
	Loans Payable of Consolidated Funds
	Three Months Ended June 30,
	2020				2019
Balance, beginning of period	$	4,090.8			$	3,750.0
Consolidation of funds	—				584.7
Borrowings	103.3				118.1
Paydowns	(361.7		)		(1.3		)
Realized and unrealized (gains) losses, net
Included in earnings	489.0				19.9
Included in other comprehensive income	90.6				34.9
Balance, end of period	$	4,412.0			$	4,506.3
Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date	$	(4.8	)		$	7.8
Changes in unrealized (gains) losses included in other comprehensive income related to financial liabilities still held at the reporting date	$	84.6			$	—
	Financial Liabilities
	Loans Payable of Consolidated Funds
	Six Months Ended June 30,
	2020				2019
Balance, beginning of period	$	4,685.2			$	4,840.1
Deconsolidation/consolidation of funds	—				(285.9		)
Borrowings	1,141.7				260.5
Paydowns	(1,090.7		)		(300.8		)
Realized and unrealized (gains) losses, net
Included in earnings	(327.6		)		35.1
Included in other comprehensive income	3.4				(42.7		)
Balance, end of period	$	4,412.0			$	4,506.3
Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date	$	(371.5	)		$	1.2
Changes in unrealized (gains) losses included in other comprehensive income related to financial liabilities still held at the reporting date	$	5.0			$	—

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 Consolidated Funds are included in net investment gains (losses) of Consolidated Funds in the unaudited condensed consolidated statements of operations.

Gains and losses included in other comprehensive income for all Level III financial asset and liabilities are included in accumulated other comprehensive loss, non-controlling interests in consolidated entities and, prior to the Conversion, non-controlling interests in Carlyle Holdings in the unaudited condensed consolidated balance sheets.

 

---

The following table summarizes quantitative information about the Company’s Level III inputs as of June 30, 2020:

	Fair Value at				Valuation Technique(s)		Unobservable Input(s)		Range (Weighted Average)
(Dollars in millions)	June 30, 2020
Assets
Investments of Consolidated Funds:
Equity securities	$	1.0			Consensus Pricing		Indicative Quotes ($ per share)		0.00 - 0.22 (0.03)
	107.8				Discounted Cash Flow		Discount Rates		8% - 8% (8%)
Bonds	438.4				Consensus Pricing		Indicative Quotes (% of Par)		0 - 104 (85)
Loans	4,034.0				Consensus Pricing		Indicative Quotes (% of Par)		18 - 99 (90)
	4,581.2
Investments in CLOs and other:
Senior secured notes	404.8				Discounted Cash Flow with Consensus Pricing		Discount Margins (Basis Points)		120 - 2,170 (275)
							Default Rates		0% - 3% (3%)
							Recovery Rates		40% - 60% (50%)
							Indicative Quotes (% of Par)		36 - 100 (95)
Subordinated notes and preferred shares	33.3				Discounted Cash Flow with Consensus Pricing		Discount Rates		10% - 25% (18%)
							Default Rates		0% - 3% (3%)
							Recovery Rates		40% - 60% (50%)
							Indicative Quotes (% of Par)		30 - 46 (37)
Partnership and LLC interests	15.5				NAV of Underlying Fund (1)		N/A		N/A
BDC preferred shares	52.9				Discounted Cash Flow		Discount Rates		9% - 9% (9%)
Aviation subordinated notes	7.6				Discounted Cash Flow		Discount Rates		22% - 22% (22%)
Loans	16.4				Consensus Pricing		Indicative Quotes (% of Par)		95 - 99 (98)
Total	$	5,111.7
Liabilities
Loans payable of Consolidated Funds:
Senior secured notes	$	4,300.7			Other (2)		N/A		N/A
Subordinated notes and preferred shares	111.3				Discounted Cash Flow with Consensus Pricing		Discount Rates		10% - 25% (17%)
							Default Rates		0% - 3% (3%)
							Recovery Rates		40% - 60% (50%)
							Indicative Quotes (% of Par)		20 - 67 (39)
Total	$	4,412.0

 

(1)	Represents the Company’s investments in funds that are valued using the NAV of the underlying fund.

(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, 2019:

	Fair Value at				Valuation Technique(s)		Unobservable Input(s)		Range (Weighted Average)
(Dollars in millions)	December 31, 2019
Assets
Investments of Consolidated Funds:
Equity securities	$	1.6			Consensus Pricing		Indicative Quotes ($ per share)		0.01 - 25.18 (0.04)
	17.8				Discounted Cash Flow		Discount Rates		8% - 8% (8%)
Bonds	574.1				Consensus Pricing		Indicative Quotes (% of Par)		0 - 108 (98)
Loans	4,413.8				Consensus Pricing		Indicative Quotes (% of Par)		38 - 101 (97)
	5,007.3
Investments in CLOs and other
Senior secured notes	399.4				Discounted Cash Flow with Consensus Pricing		Discount Margins (Basis Points)		50 - 1,450 (210)
							Default Rates		1% - 4% (2%)
							Recovery Rates		45% - 75% (58%)
							Indicative Quotes (% of Par)		75 - 100 (98)
Subordinated notes and preferred shares	55.1				Discounted Cash Flow with Consensus Pricing		Discount Rate		10% - 15% (12%)
							Default Rates		1% - 4% (2%)
							Recovery Rates		45% - 75% (57%)
							Indicative Quotes (% of Par)		33 - 89 (57)
Aviation subordinated notes	4.3				Discounted Cash Flow		Discount Rates		15% - 15% (15%)
Loans	37.4				Consensus Pricing		Indicative Quotes (% of Par)		99 - 100 (99)
Total	$	5,503.5
Liabilities
Loans payable of Consolidated Funds:
Senior secured notes	$	4,446.4			Other (1)		N/A		N/A
Subordinated notes and preferred shares	238.8				Discounted Cash Flow with Consensus Pricing		Discount Rates		10% - 15% (13%)
							Default Rates		1% - 4% (3%)
							Recovery Rates		45% - 75% (61%)
							Indicative Quotes (% of Par)		40 - 82 (62)
Total	$	4,685.2

 

(1)	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 discount margins, discount rates, default rates, recovery rates and indicative quotes. Significant decreases in recovery rates or indicative quotes in isolation would result in a significantly lower fair value measurement. Significant increases in discount margins, discount rates or default rates in isolation would result in a significantly lower fair value measurement.

The significant unobservable inputs used in the fair value measurement of the Company’s loans payable of Consolidated Funds are discount rates, default rates, recovery rates and indicative quotes. Significant increases in discount rates or default rates in isolation would result in a significantly lower fair value measurement. Significant decreases in recovery rates or indicative quotes in isolation would result in a significantly lower fair value measurement.

---

4. Investments

Investments consist of the following: 

	As of
	June 30, 2020				December 31, 2019
	(Dollars in millions)
Accrued performance allocations	$	3,792.2			$	3,855.6
Principal equity method investments, excluding performance allocations	1,640.3				2,443.6
Principal investments in CLOs and other	543.5				505.2
Total	$	5,976.0			$	6,804.4

Accrued Performance Allocations

The components of accrued performance allocations are as follows:

 

	As of
	June 30, 2020				December 31, 2019
	(Dollars in millions)
Corporate Private Equity	$	2,578.9			$	2,107.5
Real Assets	504.7				764.4
Global Credit	70.0				136.9
Investment Solutions (1)	638.6				846.8
Total	$	3,792.2			$	3,855.6

(1) The Company’s primary and secondary investments in external funds are generally valued based on its proportionate share of the net assets provided by the third party general partners of the underlying fund partnerships based on the most recent available information which typically has a lag of up to 90 days.  As a result, amounts presented may not include the impact of economic activity in the current quarter.

Approximately 41% and 26% of accrued performance allocations at June 30, 2020 and December 31, 2019, respectively, are related to Carlyle Partners VI, L.P., one of the Company’s Corporate Private Equity funds.

Accrued performance allocations are shown gross of the Company’s accrued performance allocations and incentive fee-related compensation (see Note 6), and accrued giveback obligations, which are separately presented in the unaudited condensed consolidated balance sheets. The components of the accrued giveback obligations are as follows:

 

	As of
	June 30, 2020				December 31, 2019
	(Dollars in millions)
Corporate Private Equity	$	(6.1	)		$	(5.0	)
Real Assets	(16.9		)		(17.2		)
Total	$	(23.0	)		$	(22.2	)

---

Principal Equity Method Investments, Excluding Performance Allocations

The Company’s principal equity method investments (excluding performance allocations) include its fund investments in Corporate Private Equity, Real Assets, Global Credit, and Investment Solutions, typically as general partner interests, and its strategic investments in Fortitude Re (included within Global Credit) and NGP (included within Real Assets), which are not consolidated. Principal investments are related to the following segments:

	As of
	June 30, 2020				December 31, 2019
	(Dollars in millions)
Corporate Private Equity	$	408.8			$	420.1
Real Assets	580.0				601.7
Global Credit	611.1				1,299.6
Investment Solutions	40.4				122.2
Total	$	1,640.3			$	2,443.6

Strategic Investment in Fortitude Re (f/k/a DSA Re)

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”) (“the Minority Transaction”), pursuant to a Membership Interest Purchase Agreement by and among the Company, AIG and Fortitude Holdings, dated as of July 31, 2018 (the “2018 MIPA”). Fortitude Holdings owns 100% of the outstanding common shares of Fortitude Reinsurance Company Ltd., a Bermuda domiciled reinsurer (“Fortitude Re”, f/k/a “DSA Re”) established to reinsure a portfolio of AIG’s legacy life, annuity and property and casualty liabilities.

The Company paid $381 million in cash at closing of the Minority Transaction (the “Initial Purchase Price”) and expects to pay up to $95 million in additional deferred consideration following December 31, 2023. In May 2020, the Initial Purchase Price was adjusted upward by $99.5 million in accordance with the 2018 MIPA as Fortitude Holdings chose not to distribute a planned non-pro rata dividend to AIG prior to May 13, 2020. The Company paid $79.6 million of such adjustment in May 2020 and will pay the remaining $19.9 million following December 31, 2023.

On June 2, 2020, Carlyle FRL, L.P. (“Carlyle FRL”), a Carlyle-affiliated investment fund, acquired a 51.6% ownership interest in Fortitude Holdings from AIG (the “Control Transaction”) and T&D United Capital Co., Ltd. (“T&D”), a subsidiary of T&D Holdings, Inc., purchased a 25.0% ownership interest as a strategic third-party investor pursuant to a Membership Interest Purchase Agreement by and among the Company, AIG, Carlyle FRL, and T&D, dated as of November 25, 2019 (the “2019 MIPA”). At closing, the Company contributed its existing 19.9% interest in Fortitude Holdings to Carlyle FRL, such that Carlyle FRL holds a 71.5% interest in Fortitude Holdings. Taken together, Carlyle FRL and T&D have 96.5% ownership of Fortitude Holdings. Additionally, AIG agreed to a post-closing purchase price adjustment pursuant to which AIG will contribute to Fortitude Re an amount to cover certain adverse reserve developments in Fortitude Re’s property and casualty insurance business, based on an agreed methodology, that occur on or prior to December 31, 2023, up to $500 million.

The Company has a strategic asset management relationship with Fortitude Holdings pursuant to which Fortitude Holdings committed to allocate assets in asset management strategies and vehicles of the Company and its affiliates. If Fortitude Holdings fails to allocate an agreed upon amount of assets to the Company’s asset management strategies and vehicles within 30 to 36 months of the closing of the Minority Transaction, the Company may be entitled to certain payments from Fortitude Holdings based on the commitment shortfall and assumed customary rates.

Prior to the Control Transaction, the Company’s investment was accounted for under the equity method of accounting by recognizing its pro rata share of Fortitude Holdings’ U.S. GAAP earnings, which is included in principal investment income in the unaudited condensed consolidated statements of operations. These amounts are inclusive of unrealized gains (losses) related to the change in fair value of embedded derivatives related to certain reinsurance contracts included in Fortitude Re’s U.S. GAAP financial statements. Modified coinsurance is subject to the general accounting principles for hedging, specifically the guidance originally issued as Derivatives Implementation Group Issue No. B36: Embedded Derivatives: Modified Coinsurance Agreements and Debt Instruments That Incorporate Credit Risk Exposures That Are Unrelated or Only Partially Related to the Creditworthiness of the Obligor under Those Instruments (“DIG B36”). As of March 31, 2020 and December 31, 2019, the Company’s investment in Fortitude Holdings is $1,077.9 million and $1,200.9 million, respectively, which reflects $539.1 million and $628.2 million of cumulative unrealized gains related to the change in the fair value of embedded derivatives.

---

At the time the Company contributed its existing 19.9% stake in Fortitude Holdings to Carlyle FRL, the Company’s investment became an ownership interest in the fund. Accordingly, the Company began accounting for its investment under the equity method based on its net asset value in Carlyle FRL, which is an investment company that accounts for its investment in Fortitude Holdings at fair value. The contribution of the Company’s 19.9% interest to Carlyle FRL resulted in a loss in principal investment income (loss) of $620.7 million in the three months ended June 30, 2020. During the six months ended June 30, 2020, the Company recognized principal investment loss of $732.6 million. As of June 30, 2020, the Company’s investment in Carlyle FRL was $513.6 million, relative to its cost of $465.4 million.

Given the significance of the results of Fortitude Holdings relative to the Company’s results prior to the contribution of its interest to Carlyle FRL, summarized financial information of Fortitude Holdings for the three and six months ended June 30, 2020 and 2019 is presented below. Following the contribution, the Company no longer records its pro rata share of the U.S. GAAP earnings of Fortitude Holdings and will not present this information prospectively.

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Revenues	$	445.0			$	567.0			$	674.0			$	1,161.0
Expenses	1,866.0				448.0				2,325.0				888.0
Operating income (loss)	(1,421.0		)		119.0				(1,651.0		)		273.0
Investment gains	49.0				196.0				138.0				164.0
Change in value of funds withheld embedded derivatives	2,635.0				1,407.0				2,068.0				2,928.0
Income tax expense	267.0				360.0				119.0				705.0
Net income	$	996.0			$	1,362.0			$	436.0			$	2,660.0

Strategic 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. The Company accounts for its investments in NGP under the equity method of accounting, and includes these investments in the Real Assets segment. These interests 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 certain NGP funds as well as 47.5% of the performance allocations received by certain current and future NGP fund general partners.

The Company’s investments in NGP as of June 30, 2020 and December 31, 2019 are as follows:

	As of
	June 30, 2020				December 31, 2019
	(Dollars in millions)
Investment in NGP Management	$	378.2			$	383.6
Principal investments in NGP funds	49.7				67.9
Total investments in NGP	$	427.9			$	451.5

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 0.6% 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, NGP XI and NGP X during the three and six months ended June 30, 2020 and 2019.

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 strategic 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 unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2020 and 2019 were as follows:

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Management fee-related revenues from NGP Management	$	19.4			$	26.4			$	38.2			$	51.6
Expenses related to the investment in NGP Management	(2.9		)		(2.7		)		(5.7		)		(5.2		)
Amortization of basis differences from the investment in NGP Management	(1.0		)		(1.4		)		(2.1		)		(2.8		)
Net investment income from NGP Management	$	15.5			$	22.3			$	30.4			$	43.6

The difference between the Company’s remaining carrying value of its investment and its share of the underlying net assets of the investee was $6.4 million and $8.5 million as of June 30, 2020 and December 31, 2019, respectively; these differences are amortized over a period of 10 years from the initial investment date.

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% 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 unaudited condensed consolidated statements of operations. There were no net investment earnings (losses) related to these performance allocations for the three and six months ended June 30, 2020. The Company recognized net investment earnings (losses) related to these performance allocations of $(34.6) million and $(29.9) million for the three and six months ended June 30, 2019, 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 unaudited condensed consolidated statements of operations of $1.3 million and $(4.0) million for the three months ended June 30, 2020 and 2019, respectively, and $(14.9) million and $(3.6) million for the six months ended June 30, 2020 and 2019, respectively.

---

Principal Investments in CLOs and Other Investments

Principal investments in CLOs and other investments as of June 30, 2020 and December 31, 2019 were $543.5 million and $505.2 million, respectively, and primarily consisted of investments in CLO senior and subordinated notes. A portion of these investments is collateral to CLO term loans (see Note 5). As of June 30, 2020, principal investments in CLOs and other investments also includes the Company’s investment in the preferred securities of TCG BDC, Inc. (“TCG BDC”), a Carlyle-affiliated business development company, of $52.9 million (see Note 8).

Investment Income (Loss)

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

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Performance allocations
Realized	$	155.1			$	41.6			$	328.9			$	71.4
Unrealized	1,036.7				206.0				(74.7		)		525.3
	1,191.8				247.6				254.2				596.7
Principal investment income (loss) from equity method investments (excluding performance allocations)
Realized	47.8				95.2				78.4				126.5
Unrealized	(593.4		)		242.7				(805.1		)		514.0
	(545.6		)		337.9				(726.7		)		640.5
Principal investment income (loss) from investments in CLOs and other investments
Realized	—				0.2				0.2				1.1
Unrealized	33.0				3.9				(39.4		)		2.2
	33.0				4.1				(39.2		)		3.3
Total	$	679.2			$	589.6			$	(511.7	)		$	1,240.5

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

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Corporate Private Equity	$	1,165.5			$	82.5			$	560.6			$	215.3
Real Assets	33.2				149.6				(171.2		)		259.0
Global Credit	22.7				(5.5		)		(40.3		)		24.1
Investment Solutions	(29.6		)		21.0				(94.9		)		98.3
Total	$	1,191.8			$	247.6			$	254.2			$	596.7

 

Performance allocations for the three and six months ended June 30, 2020 are primarily related to Carlyle Partners VI, L.P. (Corporate Private Equity segment) with total revenue recognized (total revenue includes performance allocations, fund management fees, and principal investment income) of $1,184.1 million and $631.7 million, respectively, for the three and six months ended June 30, 2020.

In addition to Carlyle Partners VI, L.P., performance allocations of $(127.7) million, for the six months ended June 30, 2020 are related to the following funds along with total revenue recognized (total revenue includes performance allocations, fund management fees, and principal investment income):

•Carlyle Asia Partners IV, L.P. (Corporate Private Equity segment) - $211.1 million,

•Carlyle Europe Technology Partners III, L.P. (Corporate Private Equity segment) - $39.8 million,

---

•Carlyle Asia Partners V, L.P. (Corporate Private Equity segment) - $13.6 million,

•AlpInvest Co- & Secondary Investments 2006-2008 (Investment Solutions segment) - $(30.2) million,

•Carlyle Europe Partners III, L.P. (Corporate Private Equity segment) - $(31.3) million,

•Carlyle US Equity Opportunities Fund, L.P. (Corporate Private Equity segment) - $(44.8) million,

•Carlyle Partners V, L.P. (Corporate Private Equity segment) - $(58.4) million, and

•Carlyle International Energy Partners I, L.P. (Real Assets segment) - $(152.0) million.

Approximately 54%, or $133.3 million, of performance allocations for the three months ended June 30, 2019 are related to the following funds along with total revenue recognized (total revenue includes performance allocations, fund management fees, and principal investment income):

•Carlyle Realty Partners V, L.P. (Real Assets segment) - $104.9 million,

•Carlyle Asia Partners IV, L.P. (Corporate Private Equity segment) - $70.6 million,

•Carlyle Realty Partners VII, L.P. (Real Assets segment) - $33.4 million,

•AlpInvest Co- & Secondary Investments 2006-2008 (Investment Solutions segment) - $(25.2) million, and

•Carlyle Partners VI, L.P. (Corporate Private Equity segment) - $(16.2) million.

Approximately 28%, or $164.2 million, of performance allocations for the six months ended June 30, 2019 are related to the following fund along with total revenue recognized (total revenue includes performance allocations, fund management fees, and principal investment income):

•Carlyle Realty Partners V, L.P. (Real Assets segment) - $167.1 million.

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

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Corporate Private Equity	$	45.2			$	3.5			$	7.5			$	11.7
Real Assets	24.8				60.4				12.5				93.9
Global Credit	(613.2		)		269.0				(743.8		)		525.9
Investment Solutions	(2.4		)		5.0				(2.9		)		9.0
Total	$	(545.6	)		$	337.9			$	(726.7	)		$	640.5

The principal investment income (loss) in Global Credit for the three and six months ended June 30, 2020 includes $(620.7) million and $(732.6) million, respectively, from our equity method investment in Fortitude Holdings. The principal investment income (loss) in Global Credit for the three and six months ended June 30, 2019 includes $271.0 million and $527.3 million, respectively, from our equity method investment in Fortitude Holdings.

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 six months ended June 30, 2020, the Company formed one new CLO for which the Company is the primary beneficiary.

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

---

Interest and Other Income of Consolidated Funds

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

 

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Interest income from investments	$	53.1			$	43.7			$	104.2			$	94.7
Other income	2.1				2.1				4.0				3.5
Total	$	55.2			$	45.8			$	108.2			$	98.2

    

 

Net Investment Gains (Losses) of Consolidated Funds

Net investment gains (losses) 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 gains (losses) of Consolidated Funds are as follows: 

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Gains (losses) from investments of Consolidated Funds	$	550.4			$	17.1			$	(382.3	)		$	18.2
Gains (losses) from liabilities of CLOs	(500.1		)		(7.9		)		319.5				(23.2		)
Total	$	50.3			$	9.2			$	(62.8	)		$	(5.0	)

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

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Realized losses	$	(39.8	)		$	(3.4	)		$	(40.3	)		$	(11.4	)
Net change in unrealized gains (losses)	590.2				20.5				(342.0		)		29.6
Total	$	550.4			$	17.1			$	(382.3	)		$	18.2

5. 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:

	June 30, 2020								December 31, 2019
	Borrowing Outstanding				Carrying Value				Borrowing Outstanding				Carrying Value
	(Dollars in millions)
Global Credit Revolving Credit Facility	$	4.0			$	4.0			$	35.8			$	35.8
CLO Borrowings  (See below)	324.4				322.8				324.9				324.0
3.875% Senior Notes Due 2/01/2023	250.0				249.4				250.0				249.3
5.625% Senior Notes Due 3/30/2043	600.0				600.7				600.0				600.7
5.650% Senior Notes Due 9/15/2048	350.0				345.9				350.0				345.8
3.500% Senior Notes Due 9/19/2029	425.0				420.9				425.0				420.7
Total debt obligations	$	1,953.4			$	1,943.7			$	1,985.7			$	1,976.3

 

Senior Credit Facility

The Company has entered into a senior credit facility which was amended and restated on February 11, 2019 (the “amended and restated senior credit facility”). The amended and restated senior credit facility includes $775.0 million in a

---

revolving credit facility, which is scheduled to mature on February 11, 2024. Principal amounts outstanding under the amended and restated senior 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 LIBOR plus an applicable margin not to exceed 1.50% per annum (at June 30, 2020, the interest rate was 1.41%). The Company borrowed and repaid $250.0 million under the revolving credit facility during the six months ended June 30, 2020. There were no amounts outstanding at June 30, 2020. Interest expense under the revolving credit facility was not significant for the three and six months ended June 30, 2020.

Global Credit Revolving Credit Facility

On December 17, 2018, certain subsidiaries of the Company established a $250.0 million revolving line of credit, primarily intended to support certain lending activities within the Global Credit segment. The credit facility includes a $125.0 million line of credit with a one-year term, and a $125.0 million line of credit with a three-year term. The revolving line of credit was extended by one year in December 2019. Principal amounts outstanding under the facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 1.00%, or (b) at the Eurocurrency rate plus an applicable margin, not to exceed 2.00%.

During the three and six months ended June 30, 2020, the Company borrowed $12.8 million and $13.8 million, respectively, and repaid $9.8 million and $45.6 million, respectively, under the credit facility. As of June 30, 2020, there was $4.0 million outstanding under this facility. Interest expense was not significant for the three and six months ended June 30, 2020.

CLO Borrowings

For certain of the Company’s CLOs, the Company finances a portion of its investment in the CLOs through the proceeds received from term loans and other financing arrangements with financial institutions. The Company’s outstanding CLO borrowings consist of the following (Dollars in millions):

Formation Date		Borrowing Outstanding June 30, 2020					Borrowing Outstanding December 31, 2019					Maturity Date (1)		Interest Rate as of June 30, 2020
February 28, 2017		$	75.0				$	75.3				November 17, 2031		2.33%	(2)
April 19, 2017		22.9					22.9					April 22, 2031		3.07%	(3) (14)
June 28, 2017		22.9					22.9					July 22, 2031		3.06%	(4) (14)
August 2, 2017		22.7					22.8					July 23, 2029		2.94%	(5) (14)
August 2, 2017		19.6					19.5					August 3, 2022		1.75%	(6)
August 14, 2017		22.4					22.6					August 15, 2030		2.27%	(7) (14)
November 30, 2017		22.7					22.7					January 16, 2030		2.95%	(8)(14)(16)
December 6, 2017		19.1					19.1					October 16, 2030		2.87%	(9)(14)(16)
December 7, 2017		20.8					20.8					January 19, 2029		2.50%	(10)(14)(16)
January 30, 2018		19.2					19.2					January 22, 2030		2.76%	(11)(14)(16)
March 1, 2018		15.3					15.3					January 15, 2031		2.77%	(12)(14)(16)
March 15, 2019		20.8					20.8					March 15, 2032		2.63%	(13)
August 20, 2019		21.0					21.0					August 15, 2032		2.52%	(15)
		$	324.4				$	324.9

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

(2)	Outstanding borrowing of €66.7 million; incurs interest at EURIBOR plus applicable margins as defined in the agreement.

(3)	Incurs interest at LIBOR plus 1.932%.

(4)	Incurs interest at LIBOR plus 1.923%.

(5)	Incurs interest at LIBOR plus 1.808%.

(6)	Original borrowing of €17.4 million; incurs interest at EURIBOR plus 1.75% and has full recourse to the Company.

(7)	Incurs interest at LIBOR plus 1.848%.

(8)	Incurs interest at LIBOR plus 1.7312%.

(9)	Incurs interest at LIBOR plus 1.647%.

(10)	Incurs interest at LIBOR plus 1.365%.

(11)	Incurs interest at LIBOR plus 1.624%.

---

(12)	Incurs interest at LIBOR plus 1.552%.

(13) Incurs interest at the average effective interest rate of each class of purchased securities plus 0.50% spread percentage and 0.08% class A-1 periodic adjustment rate up to €54,120.

(14)	Term loan issued under master credit agreement.

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

(16) CLO Indentures for the respective CLO borrowings entered on November 30, 2017 and after provide for an alternative rate framework determined at the Company’s discretion upon a trigger event of LIBOR.

The CLO term loans are secured by the Company’s investments in the respective CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity. Interest expense for the three months ended June 30, 2020 and 2019 was $2.2 million and $3.0 million, respectively, and for the six months ended June 30, 2020 and 2019 was $4.7 million and $5.9 million, respectively. The fair value of the outstanding balance of the CLO term loans at June 30, 2020 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 have provided a €66.7 million term loan ($75.0 million at June 30, 2020) 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 November 17, 2031 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 after the third anniversary of the date of issuance without penalty. Prepayment of the term loan within the first three years will incur a penalty based on the prepayment amount. Interest on this term loan accrues at EURIBOR plus applicable margins (2.33% at June 30, 2020).

Master Credit Agreement - Term Loans

In January 2017, the Company entered into a master credit agreement with a financial institution under which the financial institution expects to provide term loans to the Company for the purchase of eligible interests in CLOs. Term loans issued under this master credit agreement will be 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 bear interest at LIBOR plus a weighted average spread over LIBOR on the CLO notes and an applicable margin, which is due quarterly. CLO Indentures for the respective CLO borrowings entered on November 30, 2017 and after provide for an alternative rate framework determined at the Company’s discretion upon a trigger event of LIBOR. This agreement terminated in January 2020. Outstanding CLO term loans will mature at each respective borrowing’s maturity date.

CLO Repurchase Agreements

On February 5, 2019, the Company entered into a €100.0 million master credit facility agreement (the “CLO Financing Facility”) to finance a portion of the risk retention investments in certain European CLOs managed by the Company. Subject to the terms and conditions of the CLO Financing Facility, the Company and the counterparty may enter into repurchase agreements on such terms agreed upon by the parties. Each transaction entered into under the CLO Financing Facility will bear interest at a rate based on the weighted average effective interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of June 30, 2020, €62.8 million of the CLO Financing Facility remained available.

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 the Company have issued long term borrowings in the form of senior notes, on which interest is payable semi-annually in arrears. The following table provides information regarding these senior notes (Dollars in millions):

													Interest Expense
					Fair Value (1) As of								Three Months Ended June 30,								Six Months Ended June 30,
	Aggregate Principal Amount				June 30, 2020				December 31, 2019				2020				2019				2020				2019
3.875% Senior Notes Due 2/1/2023 (2)(6)	$	250.0			$	270.5			$	262.8			$	2.5			$	2.4			$	5.0			$	4.8
5.625% Senior Notes Due 3/30/2043 (3)	600.0				732.0				713.4				8.4				8.4				16.9				16.8
5.650% Senior Notes Due 9/15/2048 (4)	350.0				435.2				424.0				5.0				4.9				9.9				9.9
3.500% Senior Notes Due 9/19/2029 (5)	425.0				447.3				430.2				3.8				—				7.6				—
													$	19.7			$	15.7			$	39.4			$	31.5

(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.

(3) Issued $400.0 million in aggregate principal at 99.583% of par in March 2013. An additional $200.0 million in aggregate principal was issued at 104.315% of par in March 2014, and is treated as a single class with the outstanding $400.0 million in senior notes previously issued.

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

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

(6) In September 2018, the Company completed a tender offer to re-purchase $250.0 million in aggregate principal amount of the 3.875% senior notes. As a result of this repurchase, the Company recognized $6.9 million of costs in interest expense and $0.9 million of costs in general, administrative and other expenses upon early extinguishment of the debt.

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.

Promissory Notes

Promissory Notes Due July 15, 2019

In June 2017, as part of the settlement with investors in two commodities investment vehicles managed by an affiliate of the Company (disclosed in Note 7), the Company issued a series of promissory notes, aggregating to $53.9 million, to the investors of these commodities investment vehicles. Interest on these promissory notes accrued at the three month LIBOR plus 2%. These promissory notes matured on July 15, 2019 and were fully repaid as of that date. Interest expense on these promissory notes was not significant for the three and six months ended June 30, 2019.

Debt Covenants

The Company is subject to various financial covenants under its loan agreements including, among other items, maintenance of a minimum amount of management fee-earning assets. The Company is also subject to various non-financial covenants under its loan agreements and the indentures governing its senior notes. The Company was in compliance with all financial and non-financial covenants under its various loan agreements as of June 30, 2020.

---

Loans Payable of Consolidated Funds

Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the CLOs. Several of the CLOs issued preferred shares representing the most subordinated interest, however these tranches are mandatorily redeemable upon the maturity dates of the senior secured loans payable, and as a result have been classified as liabilities and are included in loans payable of Consolidated Funds in the unaudited condensed consolidated balance sheets.

As of June 30, 2020 and December 31, 2019, the following borrowings were outstanding, which includes preferred shares classified as liabilities (Dollars in millions):

	As of June 30, 2020
	Borrowing Outstanding				Fair Value				Weighted Average Interest Rate					Weighted Average Remaining Maturity in Years
Senior secured notes	$	4,626.8			$	4,300.7			1.88	%				10.87
Subordinated notes, preferred shares and other	108.8				111.3				N/A			(1)		11.02
Total	$	4,735.6			$	4,412.0

 

	As of December 31, 2019
	Borrowing Outstanding				Fair Value				Weighted Average Interest Rate					Weighted Average Remaining Maturity in Years
Senior secured notes	$	4,534.3			$	4,446.4			1.87	%				10.78
Subordinated notes, preferred shares and other	214.9				238.8				N/A			(1)		10.90
Total	$	4,749.2			$	4,685.2

 

(1)	The subordinated notes and preferred shares do not have contractual interest rates, but instead receive distributions from the excess cash flows of the CLOs.

Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be used to satisfy the liabilities of another. This collateral consisted of cash and cash equivalents, corporate loans, corporate bonds and other securities. As of June 30, 2020 and December 31, 2019, the fair value of the CLO assets was $4.7 billion and $5.2 billion, respectively.

6. Accrued Compensation and Benefits

Accrued compensation and benefits consist of the following: 

	As of
	June 30, 2020				December 31, 2019
	(Dollars in millions)
Accrued performance allocations and incentive fee-related compensation	$	1,946.2			$	2,038.2
Accrued bonuses	253.4				265.1
Employment-based contingent cash consideration	32.2				31.4
Other	127.7				161.8
Total	$	2,359.5			$	2,496.5

---

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

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Realized	$	82.8			$	24.2			$	195.7			$	68.4
Unrealized	452.8				89.4				(102.6		)		230.6
Total	$	535.6			$	113.6			$	93.1			$	299.0

7. Commitments and Contingencies

Capital Commitments

The Company and its unconsolidated affiliates have unfunded commitments to entities within the following segments as of June 30, 2020 (Dollars in millions):

	Unfunded Commitments
Corporate Private Equity	$	2,187.2
Real Assets	924.3
Global Credit	356.9
Investment Solutions	232.5
Total	$	3,700.9

Of the $3.7 billion of unfunded commitments, approximately $3.1 billion is subscribed individually by senior Carlyle professionals, advisors and other professionals, with the balance funded directly by the Company. 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. Additionally as of June 30, 2020, certain subsidiaries of the Company had $32.8 million in commitments related to the origination and syndication of loans and securities under the Carlyle Capital Solutions platform.

Guaranteed Loans

In December 2019, the Company entered into an agreement with a financial institution pursuant to which the

Company provided a guarantee on a revolving credit facility with a capacity of $130.0 million for a fund in the Real Assets segment. The outstanding balance, which was $125.0 million as of June 30, 2020, is secured by uncalled capital commitments of the fund’s limited partners. Subsequent to June 30, 2020, the fund canceled outstanding letters of credit and repaid amounts outstanding totaling $33.5 million. The Company has not funded any amounts under the guarantee to date, and the fair value of the guarantee is not significant to the consolidated financial statements.

On September 3, 2019, the Company entered into an agreement with a financial institution pursuant to which the Company is the guarantor on loans made to eligible employees investing in Carlyle sponsored funds (the “Program”). The Program has an initial period of one year, renewed annually, and accrues interest at either the WSJ Prime Rate minus 1.00% floating or the 12MAT Index plus 2.00% floating, in either case with a floor rate of 3.50% (versus actual rates of 2.25% and 3.17%, respectively, as of June 30, 2020). The aggregate Program limit of all loans is $100.0 million, and is collateralized by each borrower’s interest in the Carlyle sponsored funds. As of June 30, 2020, approximately $14.0 million was outstanding under the Program and payable by the employees. The Company has not funded any amounts under the guarantee to date, and believes the likelihood of any material funding under this guarantee to be remote. The fair value of the guarantee is not significant to the consolidated financial statements.

The Company is party to an agreement with a financial institution pursuant to which the Company is the guarantor on a credit facility for eligible employees investing in Carlyle sponsored funds. This credit facility, which was replaced by the Program, renewed on an annual basis, allowed for annual incremental borrowings up to an aggregate of $11.3 million, and accrued interest at the lower of the prime rate, as defined, or three-month LIBOR plus 3%, reset quarterly. Subsequent to September 3, 2019, no incremental borrowings are allowed under the facility, and the remaining balance was substantially

---

transferred to the Program. As of June 30, 2020, approximately $0.8 million was outstanding under the credit facility and payable by the employees. The amount funded by the Company under this guarantee was not material.

Certain consolidated subsidiaries of the Company are the guarantors of revolving credit facilities for certain funds in the Investment Solutions segment. The guarantee is limited to the lesser of the total amount drawn under the credit facilities or the net asset value of the guarantor subsidiaries, which is approximately $25.6 million as of June 30, 2020. 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 $23.0 million at June 30, 2020 is shown as accrued giveback obligations in the unaudited condensed consolidated balance sheets, representing the giveback obligation that would need to be paid if the funds were liquidated at their current fair values at June 30, 2020. 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). The Company has recorded $1.4 million of unbilled receivables from former and current employees and senior Carlyle professionals as of June 30, 2020 and December 31, 2019, related to giveback obligations, which are included in due from affiliates and other receivables, net in the accompanying unaudited condensed consolidated balance sheets. The receivables are collateralized by investments made by individual senior Carlyle professionals and employees in Carlyle-sponsored funds. In addition, $166.9 million and $164.4 million have been withheld from distributions of carried interest to senior Carlyle professionals and employees for potential giveback obligations as of June 30, 2020 and December 31, 2019, 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 condensed consolidated balance sheets. Current and former senior Carlyle professionals and employees are personally responsible for their giveback obligations. As of June 30, 2020, approximately $14.9 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 $8.1 million.

During the year ended December 31, 2019, the Company paid $41.3 million to satisfy giveback obligations related to two of its Legacy Energy funds. Approximately $22.1 million of these obligations was paid by current and former senior Carlyle professionals and $19.2 million by the Company.

If, at June 30, 2020, 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 $0.4 billion, on an after-tax basis where applicable, of which approximately $0.2 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 headquarters in Washington, D.C. These leases have remaining lease terms of 1 year to 15 years, some of which include options to extend for up to 5 years and some of which include an option to terminate the leases within 1 year. The Company also has operating leases for office equipment and vehicles, which are not significant.

In June 2018, the Company entered into an amended non-cancelable lease agreement expiring on March 31, 2030 for its Washington, D.C. office. In connection with the amended lease, the Company exercised an option to terminate its office lease in Arlington, Virginia at the end of 2019. The Company is scheduled to relocate one of its New York City offices in late 2020 to new office space in Midtown New York. The new lease was signed in July 2018 and expires in 2036. In connection with this new lease, the Company incurred a charge of $63.5 million (including transaction costs) during 2018 related to the assignment of an existing office lease in New York City. The charge is expected to be paid over approximately 15 years beginning in 2021. This charge (excluding $3.5 million of transaction costs paid) was accounted for as a lease incentive, and is included in accounts payable, accrued expenses and other liabilities in the accompanying unaudited condensed consolidated balance sheets, since the lease has not yet commenced.

---

The following table summarizes the Company’s lease cost, cash flows and other supplemental information related to its operating leases (Dollars in millions):

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Operating lease cost	$	11.9			$	12.8			$	23.7			$	24.3
Sublease income	(0.6		)		(0.7		)		(1.2		)		(1.0		)
Total operating lease cost	$	11.3			$	12.1			$	22.5			$	23.3
Cash paid for amounts included in the measurement of operating lease liabilities	$	13.9			$	16.8			$	28.8			$	30.1
Weighted-average remaining lease term									9.5 Years				9.9 Years
Weighted-average discount rate									5.3		%		5.3		%

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

Year ending December 31,
2020 (excluding the six months ended June 30, 2020)	$	27.9
2021	47.8
2022	57.0
2023	51.8
2024	50.0
Thereafter	434.3
Total lease payments	$	668.8
Less payments for leases that have not yet commenced	(330.9		)
Less imputed interest	(71.0		)
Total lease liabilities	$	266.9

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 Company believes that the matters described below are without merit.

Along with many other companies and individuals in the financial sector, the Company and Carlyle Mezzanine Partners, L.P. (“CMP”) are named as defendants in Foy v. Austin Capital, a case filed in June 2009 in state court in New Mexico, which purports to be a qui tam suit on behalf of the State of New Mexico under the state Fraud Against Taxpayers Act (“FATA”). The suit alleges that investment decisions by New Mexico public investment funds were improperly influenced by campaign contributions and payments to politically connected placement agents. The plaintiffs seek, among other things, actual damages for lost income, rescission of the investment transactions described in the complaint and disgorgement of all fees received. In September 2017, the Court dismissed the lawsuit and the plaintiffs then filed an appeal seeking to reverse that decision. In June 2020, the Court of Appeals affirmed the decision dismissing the case. On June 24, 2020, plaintiffs filed a motion for rehearing with the Court of Appeals. On June 30, 2020, the Court of Appeals denied that motion.

Carlyle Capital Corporation Limited (“CCC”) was a fund sponsored by the Company that invested in AAA-rated residential mortgage backed securities on a highly leveraged basis. In March of 2008, amidst turmoil throughout the mortgage markets and money markets, CCC filed for insolvency protection in Guernsey. The Guernsey liquidators who took control of CCC in March 2008 filed a suit on July 7, 2010 against the Company, certain of its affiliates and the former directors of CCC in the Royal Court of Guernsey seeking more than $1.0 billion in damages in a case styled Carlyle Capital Corporation

---

Limited v. Conway et al. On September 4, 2017, the Royal Court of Guernsey ruled that the Company and Directors of CCC acted reasonably and appropriately in the management and governance of CCC and that none of the Company, its affiliates or former directors of CCC had any liability. In December 2017, the plaintiff filed a notice of appeal of the trial court decision. On April 12, 2019 the Guernsey Court of Appeal dismissed the appeal and affirmed the trial court’s decision. On July 31, 2019, the plaintiffs filed a notice of appeal with the Judicial Committee of the Privy Council. On April 2, 2020, the parties entered into a binding Heads of Agreement and on April 21 executed a definitive settlement agreement, which received court approval on May 1, 2020. Pursuant to this agreement, the Company retains the amounts already received from the plaintiff to reimburse the Company for legal fees and expenses incurred to defend against the claims (approximately £23.3 million) and received the funds deposited as security with the Privy Council (approximately £850,000). All claims have now been dismissed. The Company recognized $29.9 million as a reduction to general, administrative and other expenses in the accompanying unaudited condensed consolidated statements of operations during the six months ended June 30, 2020.

A Luxembourg subsidiary of CEREP I, a real estate fund, has been involved since 2010 in a tax dispute with the French authorities relating to whether gain from the sale of an investment was taxable in France. In April 2015, the French tax court issued an opinion in this matter adverse to CEREP I, holding the Luxembourg subsidiary of CEREP I liable for approximately €105 million (including interest accrued since the beginning of the tax dispute). CEREP I paid approximately €30 million of the tax obligations and the Company paid the remaining approximately €75 million in its capacity as a guarantor. After an appeals process, in July 2019, the parties agreed to settle this matter by reducing the tax claim to €37.1 million of French tax and interest. The remaining €80.5 million will be retained by the Company and CEREP I. Accordingly, the Company recognized $71.5 million in principal investment income during the year ended December 31, 2019.

During 2017, the Company entered into settlement and purchase agreements with investors in a hedge fund and two structured finance vehicles managed by Vermillion related to investments of approximately $400 million in petroleum commodities that the Company believes were misappropriated by third parties outside the U.S. During the fourth quarter of 2018, the Company reached an agreement with the primary underwriters in the marine cargo insurance policies for $55 million, of which the Company recognized approximately $32 million in insurance proceeds during the year ended December 31, 2018, with the remaining proceeds to be distributed to former investors. Although additional recovery efforts continue, there is no assurance that the Company will be successful in any of these efforts and the Company will not recognize any amounts in respect of such recoveries until such amounts are probable of payment.

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 unaudited condensed consolidated financial statements. However, given the potentially large and/or indeterminate amounts of damages sought in certain of these matters and the inherent unpredictability of investigations and litigations, it is possible that an adverse outcome in certain matters could, from time to time, have a material effect on the Company’s financial results in any particular period.

The Company accrues an estimated loss contingency liability when it is probable that such a liability has been incurred and the amount of the loss can be reasonably estimated. As of June 30, 2020, 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.

---

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. For example, the recent COVID-19 outbreak and its implications may have a significant impact on the values of the investments of the funds and the performance of our strategic investments, and therefore the financial results of the Company. 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. 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 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, the carrying amounts reported in the unaudited condensed consolidated balance sheets for these financial instruments equal or closely approximate their fair values. The fair value of the senior notes is disclosed in Note 5.

8. Related Party Transactions

Due from Affiliates and Other Receivables, Net

The Company had the following due from affiliates and other receivables at June 30, 2020 and December 31, 2019: 

	As of
	June 30, 2020				December 31, 2019
	(Dollars in millions)
Accrued incentive fees	$	8.9			$	8.2
Unbilled receivable for giveback obligations from current and former employees	1.4				1.4
Notes receivable and accrued interest from affiliates	5.7				10.5
Management fee, reimbursable expenses and other receivables from unconsolidated funds and affiliates, net	259.8				253.8
Total	$	275.8			$	273.9

---

Notes receivable represent loans that the Company has provided to certain unconsolidated funds to meet short-term obligations to purchase investments. Reimbursable expenses and other receivables from certain of the unconsolidated funds and portfolio companies relate to management fees receivable from limited partners, advisory fees receivable and expenses paid on behalf of these entities. These costs 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 6.96% as of June 30, 2020. The accrued and charged interest to the affiliates was not significant for any period presented.

These receivables are assessed regularly for collectability and amounts determined to be uncollectible are charged directly to general, administrative and other expenses in the condensed consolidated statements of operations. A corresponding allowance for doubtful accounts is recorded and such amounts were not significant for any period presented.

Due to Affiliates

The Company had the following due to affiliates balances at June 30, 2020 and December 31, 2019: 

	As of
	June 30, 2020				December 31, 2019
	(Dollars in millions)
Due to non-consolidated affiliates	$	42.1			$	65.6
Deferred consideration for Carlyle Holdings units	265.3				332.7
Amounts owed under the tax receivable agreement	107.3				107.3
Other	44.1				36.5
Total	$	458.8			$	542.1

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. The amount owed under the tax receivable agreement is related primarily to the acquisition by the Company of Carlyle Holdings partnership units in June 2015 and March 2014, respectively, the exchange in May 2012 by CalPERS of its Carlyle Holdings partnership units for Company common units, as well as certain unit exchanges by senior Carlyle professionals prior to the Conversion. Deferred consideration for Carlyle Holdings units relates to the obligation to the former 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 in five annual installments of $0.30, the first of which occurred on January 31, 2020. 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.

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 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, which is made at market rates, totaled $1.5 million and $2.8 million for the three months ended June 30, 2020 and 2019, respectively, and $3.4 million and $3.5 million for the six months ended June 30, 2020 and 2019, respectively. The accrual of aircraft fees is included in general, administrative, and other expenses in the unaudited condensed consolidated statements of operations.

On May 5, 2020, the Company purchased 2,000,000 shares of cumulative convertible preferred stock from TCG BDC in a private placement at a price of $25 per share (the “BDC Preferred Shares”). Dividends are payable on a quarterly basis in an initial amount equal to 7.0% per annum payable in cash, or, at TCG BDC’s option, 9.0% per annual payable in additional shares of BDC Preferred Stock. During the three and six months ended June 30, 2020, the Company recorded $0.5 million for the cash dividend declared by TCG BDC on June 30, 2020, which is included in interest and other income in the unaudited condensed consolidated statements of operations. The Company’s investment in the BDC Preferred Shares, which is recorded at fair value, is $52.9 million as of June 30, 2020 and included in investments, including accrued performance allocations, in the unaudited condensed 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 fees or performance allocations, however, Carlyle professionals and employees are required to pay their portion of partnership expenses.

Carried interest income from the 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.

9. Income Taxes

Following the Conversion on January 1, 2020, all of the income before provision for income taxes attributable to the Company is subject to U.S. federal, state, and local corporate income taxes. Prior to the Conversion, the Company was generally organized as a series of pass through entities pursuant to the United States Internal Revenue Code. As such, the Company was not responsible for the tax liability due on certain income earned during the year. Such income is taxed at the unitholder and non-controlling interest holder level, and any income tax is the responsibility of the unitholders and is paid at that level.

The Conversion resulted in a step-up in the tax basis of certain assets that will be recovered as those assets are sold or the basis is amortized. The Company recorded an estimated net deferred tax asset of $256.6 million relating to this step-up in tax basis. The Conversion and subsequent exchange of Carlyle Holdings units for an equivalent number of shares of common stock of the Company also resulted in an estimated net reduction of the deferred tax asset of $400.5 million. This amount was generated by: (1) deferred tax liabilities on investments and accrued performance revenue allocations, net of related compensation, which were not previously subject to U.S. corporate income tax, (2) an increase in the historical net deferred tax assets reflecting deferred tax amounts previously allocated to private unitholders, and (3) a decrease in the historical net deferred tax assets reflecting the impact of reducing our effective state tax rate under the corporate structure. Together with the estimated step-up in tax basis, the Conversion resulted in an estimated net reduction to the Company’s net deferred tax asset of $143.9 million on January 1, 2020.

The impact of the Conversion to the Company’s net deferred tax assets is based on information currently available; however, the impact of the Conversion cannot be fully determined until the analysis of the tax and book basis of underlying assets of certain partnerships is complete upon finalization of the Company's 2019 tax return information. As a result, the impact of the Conversion may differ, possibly materially, from the current estimates.

The effect of the exchange of Carlyle Holdings units for an equivalent number of shares of common stock of The Carlyle Group Inc. in the Conversion is accounted for as a transaction with non-controlling shareholders, the direct tax effects of which are recorded in equity. The effect of the termination of the status of the Company as a partnership for U.S. tax purposes in the Conversion is accounted for as a change in tax status and the related deferred tax effects are recorded in the provision (benefit) for income taxes in the three months ended March 31, 2020. Of the estimated $143.9 million net reduction in the net deferred tax asset of the Company resulting from the Conversion, $90.3 million of expense was recorded in the provision (benefit) for income taxes and $53.6 million recorded directly as a reduction to equity in the six months ended June 30, 2020.

The Company’s provision (benefit) for income taxes was $52.3 million and $15.5 million for the three months ended June 30, 2020 and 2019, respectively, and $(27.7) million and $39.5 million for the six months ended June 30, 2020 and 2019, respectively. During the six months ended June 30, 2020, the benefit for income taxes reflects a tax benefit of $118.0 million related to the net loss recorded during the period, net of the $90.3 million expense discussed above related to Conversion. The Company’s effective tax rate was approximately 20% and 3% for the three months ended June 30, 2020 and 2019, respectively, and 5% and 4% for the six months ended June 30, 2020 and 2019, respectively. The effective tax rate for the six months ended June 30, 2020 differs from the statutory rate primarily due to the income tax expense resulting from the Conversion offsetting the tax benefit from the net loss recorded in the period. In periods prior to the Conversion, the effective tax rate differs from the statutory rate because of the Company’s status as a partnership.

---

In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. With a few exceptions, as of June 30, 2020, the Company’s U.S. federal income tax returns for the years 2016 through 2018 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 2014 to 2018. Foreign tax returns are generally subject to audit from 2011 to 2018. 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 these audits will require it to record material reserves for uncertain tax positions or that the outcome will have a material impact on the consolidated financial statements. The Company does not believe that it has any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.

10. Non-controlling Interests in Consolidated Entities

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

	As of
	June 30, 2020				December 31, 2019
	(Dollars in millions)
Non-Carlyle interests in Consolidated Funds	$	2.4			$	0.1
Non-Carlyle interests in majority-owned subsidiaries	177.6				324.5
Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions	4.4				8.9
Non-controlling interests in consolidated entities	$	184.4			$	333.5

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

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Non-Carlyle interests in Consolidated Funds	$	10.8			$	11.2			$	3.4			$	11.2
Non-Carlyle interests in majority-owned subsidiaries	47.3				24.7				(41.7		)		17.5
Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions	0.5				3.9				(0.1		)		6.6
Non-controlling interests in income (loss) of consolidated entities	$	58.6			$	39.8			$	(38.4	)		$	35.3

11. Earnings Per Common Share

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

	Three Months Ended June 30, 2020								Six Months Ended June 30, 2020
	Basic				Diluted				Basic				Diluted
Net income (loss) attributable to common shares	$	145,900,000			$	145,900,000			$	(466,100,000	)		$	(466,100,000	)
Weighted-average common shares outstanding	348,574,528				357,268,275				348,407,144				348,407,144
Net income (loss) per common share	$	0.42			$	0.41			$	(1.34	)		$	(1.34	)

	Three Months Ended June 30, 2019								Six Months Ended June 30, 2019
	Basic				Diluted				Basic				Diluted
Net income attributable to common shares	$	148,200,000			$	148,200,000			$	285,200,000			$	285,200,000
Weighted-average common shares outstanding	110,440,227				120,920,439				109,828,740				118,372,885
Net income per common share	$	1.34			$	1.23			$	2.60			$	2.41

---

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

	Three Months Ended June 30, 2020						Six Months Ended June 30, 2020
	Basic			Diluted			Basic			Diluted
The Carlyle Group Inc. weighted-average common shares outstanding	348,574,528			348,574,528			348,407,144			348,407,144
Unvested restricted stock units	—			6,106,056			—			—
Issuable Carlyle Group Inc. common shares	—			2,587,691			—			—
Weighted-average common shares outstanding	348,574,528			357,268,275			348,407,144			348,407,144

	Three Months Ended June 30, 2019						Six Months Ended June 30, 2019
	Basic			Diluted			Basic			Diluted
The Carlyle Group Inc. weighted-average common shares outstanding	110,440,227			110,440,227			109,828,740			109,828,740
Unvested restricted stock units	—			9,531,711			—			7,595,644
Issuable Carlyle Group Inc. common shares	—			948,501			—			948,501
Weighted-average common shares outstanding	110,440,227			120,920,439			109,828,740			118,372,885

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, strategic investments in NGP and performance-vesting restricted stock units. All such awards are antidilutive and excluded from the computation of diluted earnings per share given the net loss attributable to common stockholders for the six months ended June 30, 2020.

Prior to the Conversion, the Company also included contingently issuable Carlyle Holdings partnership units in the determination of dilutive weighted-average common shares. The Company applied the “if-converted” method to the vested Carlyle Holdings partnership units to determine the dilutive weighted-average common shares outstanding in 2019. The Company applied the treasury stock method to the unvested Carlyle Holdings partnership units and the “if-converted” method on the resulting number of additional Carlyle Holdings partnership units to determine the dilutive weighted-average common shares represented by the unvested Carlyle Holdings partnership units.

12. Equity

Preferred Unit Issuance and Redemption

On September 13, 2017, the Company issued 16,000,000 of 5.875% Series A Preferred Units (the “Preferred Units”) for gross proceeds of $400.0 million, or $387.5 million, net of issuance costs and expenses. Distributions on the Preferred Units were payable quarterly on March 15, June 15, September 15, and December 15 of each year, beginning on December 15, 2017, when, as and if declared by the Board of Directors, at a rate per annum of 5.875%. Distributions on the Preferred Units were discretionary and non-cumulative.

On October 7, 2019, the Company redeemed the Preferred Units in full pursuant to the tax redemption provisions of the Preferred Units at a price of $25.339757 per unit, which is equal to $25.25 per Preferred Unit plus declared and unpaid distributions to, but excluding, the redemption date.

---

Stock Repurchase Program

In December 2018, the Board of Directors of the Company authorized the repurchase of up to $200.0 million of common units and/or Carlyle Holdings units. As part of the Conversion, in January 2020 the Board of Directors re-authorized the December 2018 repurchase program. Under the repurchase program, shares of common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and actual number of shares of common stock repurchased will depend on a variety of factors, including legal requirements, price, and economic and market conditions. This repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. The Company did not repurchase any shares of common stock during the three months ended June 30, 2020. During the six months ended June 30, 2020, the Company paid an aggregate of $26.4 million to repurchase and retire approximately 1.1 million shares with all of the repurchases done via open market and brokered transactions. As of June 30, 2020, $139.1 million of repurchase capacity remains under the program.

Dividends

The table below presents information regarding the quarterly dividends on the common shares, which were made at the sole discretion of the Board of Directors of the Company.

Dividend Record Date		Dividend Payment Date		Dividend per Common Share (1)				Dividend to Common Stockholders
				(Dollars in millions, except per share data)
May 13, 2019		May 20, 2019		$	0.19			$	21.0
August 12, 2019		August 19, 2019		0.43				49.9
November 12, 2019		November 19, 2019		0.31				36.5
February 18, 2020		February 25, 2020		0.25				87.4
Total 2019 Dividend Year				$	1.18			$	194.8
May 12, 2020		May 19, 2020		$	0.25			$	87.2
August 11, 2020		August 18, 2020		0.25				88.3
Total 2020 Dividend Year (through Q2 2020)				$	0.50			$	175.5

(1) The dividends to common stockholders beginning in Q4 2019 reflect the exchange of all Carlyle Holdings partnership units to shares of common stock in The Carlyle Group Inc. in connection with the Conversion on January 1, 2020.

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.

13. 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. The total number of the Company’s common shares which were initially available for grant under the Equity Incentive Plan was 30,450,000. The Equity Incentive Plan contains a provision which automatically increases the number of the Company’s common shares available for grant based on a pre-determined formula; this increase occurs annually on January 1. As of January 1, 2020, pursuant to the formula, the total number of the Company’s common shares available for grant under the Equity Incentive Plan was 34,715,889.

---

A summary of the status of the Company’s non-vested equity-based awards as of June 30, 2020 and a summary of changes for the six months ended June 30, 2020, are presented below:

Unvested Shares	Restricted Stock Units			Weighted- Average Grant Date Fair Value				Unvested Common Shares (1)			Weighted- Average Grant Date Fair Value
Balance, December 31, 2019	14,622,159			$	17.09			788,290			$	20.30
Granted	3,311,876			$	29.45			299,401			$	33.40
Vested	2,625,422			$	18.03			—			$	—
Forfeited	490,029			$	18.54			—			$	—
Balance, June 30, 2020	14,818,584			$	19.95			1,087,691			$	23.90

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

The Company recorded compensation expense for restricted stock units of $30.5 million and $35.2 million for the three months ended June 30, 2020 and 2019, respectively, with $7.7 million and $3.2 million of corresponding deferred tax benefits, respectively. The Company recorded compensation expense for restricted stock units of $59.6 million and $71.1 million for the six months ended June 30, 2020 and 2019, respectively, with $15.0 million and $6.7 million of corresponding deferred tax benefits, respectively. As of June 30, 2020, the total unrecognized equity-based compensation expense related to unvested restricted stock units is $184.4 million, which is expected to be recognized over a weighted-average term of 2.1 years.

14. Segment Reporting

Carlyle conducts its operations through four reportable segments:

Corporate Private Equity – The Corporate Private Equity segment is comprised of the Company’s operations that advise a diverse group of funds that invest in buyout, middle market and growth capital transactions that focus on either a particular geography, industry, or strategy.

Real Assets – The Real Assets segment is comprised of the Company’s operations that advise U.S. and international funds focused on real estate, infrastructure, and energy transactions.

Global Credit – The Global Credit segment advises a group of funds that pursue investment opportunities across various types of credit, including loans and structured credit, direct lending, opportunistic credit, energy credit, distressed credit, aircraft financing and servicing, and capital solutions.

Investment Solutions – The Investment Solutions segment advises global private equity fund of funds programs and related co-investment and secondary activities through AlpInvest. This segment also includes Metropolitan, a global manager of real estate fund of funds 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 Real Assets 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’s four reportable segments. Management also uses DE in budgeting, forecasting, and the overall management of the Company’s segments. Management believes that reporting DE is helpful to understanding the Company’s business and that investors should review the same supplemental financial measure that management uses to analyze the Company’s segment performance. DE is intended to show the amount of net realized earnings without the effects of the consolidation of the Consolidated Funds. DE is derived from the Company’s segment reported results and is used to assess performance.

Distributable Earnings differs from income (loss) before provision for income taxes computed in accordance with U.S. GAAP in that it includes certain tax expenses associated with certain foreign performance revenues (comprised of performance allocations and incentive fees), and does not include unrealized performance allocations and related compensation expense, unrealized principal investment income, equity-based compensation expense, net income (loss) attributable to non-Carlyle interests in consolidated entities, or charges (credits) related to Carlyle corporate actions and non-recurring items. Charges

---

(credits) related to Carlyle corporate actions and non-recurring items include: charges associated with acquisitions or strategic investments, changes in the tax receivable agreement liability, corporate conversion costs, amortization and any impairment charges associated with acquired intangible assets, transaction costs associated with acquisitions and dispositions, charges associated with earnouts 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. 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 used to assess the ability of the business to cover direct base compensation and operating expenses from total fee revenues. FRE differs from income (loss) before provision for income taxes computed in accordance with U.S. GAAP in that it adjusts for the items included in the calculation of DE and also adjusts DE to exclude net realized performance revenues, realized principal investment income, net interest (interest income less interest expense), and certain general, administrative and other expenses when the timing of any future payment is uncertain.

    

---

The following tables present the financial data for the Company’s four reportable segments for the three and six months ended June 30, 2020:

	Three Months Ended June 30, 2020
	Corporate Private Equity				Real Assets				Global Credit				Investment Solutions				Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$	187.7			$	74.8			$	78.3			$	45.6			$	386.4
Portfolio advisory and transaction fees, net and other	2.8				0.3				15.2				—				18.3
Total fund level fee revenues	190.5				75.1				93.5				45.6				404.7
Realized performance revenues	40.5				75.5				5.5				30.7				152.2
Realized principal investment income	14.8				1.5				5.3				0.5				22.1
Interest income	0.3				0.2				2.6				0.1				3.2
Total revenues	246.1				152.3				106.9				76.9				582.2
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	94.8				35.8				54.5				25.0				210.1
Realized performance revenues related compensation	18.2				33.6				2.5				27.0				81.3
Total compensation and benefits	113.0				69.4				57.0				52.0				291.4
General, administrative, and other indirect expenses	22.7				14.9				13.1				7.4				58.1
Depreciation and amortization expense	4.4				1.7				1.8				1.3				9.2
Interest expense	10.2				5.6				6.9				2.4				25.1
Total expenses	150.3				91.6				78.8				63.1				383.8
Distributable Earnings	$	95.8			$	60.7			$	28.1			$	13.8			$	198.4
(-) Realized Net Performance Revenues	22.3				41.9				3.0				3.7				70.9
(-) Realized Principal Investment Income	14.8				1.5				5.3				0.5				22.1
(+) Net Interest	9.9				5.4				4.3				2.3				21.9
(=) Fee Related Earnings	$	68.6			$	22.7			$	24.1			$	11.9			$	127.3

---

	Six Months Ended June 30, 2020
	Corporate Private Equity				Real Assets				Global Credit				Investment Solutions				Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$	376.2			$	155.0			$	151.3			$	85.4			$	767.9
Portfolio advisory and transaction fees, net and other	6.7				0.6				17.8				—				25.1
Total fund level fee revenues	382.9				155.6				169.1				85.4				793.0
Realized performance revenues	94.1				87.1				26.5				116.1				323.8
Realized principal investment income	24.4				2.1				10.4				1.1				38.0
Interest income	1.5				0.8				5.7				0.5				8.5
Total revenues	502.9				245.6				211.7				203.1				1,163.3
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	189.0				71.3				103.6				50.0				413.9
Realized performance revenues related compensation	42.5				39.0				12.2				111.0				204.7
Total compensation and benefits	231.5				110.3				115.8				161.0				618.6
General, administrative, and other indirect expenses	40.2				34.6				18.7				12.9				106.4
Depreciation and amortization expense	7.8				3.1				3.4				2.3				16.6
Interest expense	20.2				9.5				13.9				4.7				48.3
Total expenses	299.7				157.5				151.8				180.9				789.9
Distributable Earnings	$	203.2			$	88.1			$	59.9			$	22.2			$	373.4
(-) Realized Net Performance Revenues	51.6				48.1				14.3				5.1				119.1
(-) Realized Principal Investment Income	24.4				2.1				10.4				1.1				38.0
(+) Net Interest	18.7				8.7				8.2				4.2				39.8
(=) Fee Related Earnings	145.9				46.6				43.4				20.2				256.1
Segment assets as of June 30, 2020	$	3,794.9			$	1,323.8			$	1,573.9			$	906.9			$	7,599.5

---

The following tables present the financial data for the Company’s four reportable segments for the three and six months ended June 30, 2019:

	Three Months Ended June 30, 2019
	Corporate Private Equity				Real Assets				Global Credit				Investment Solutions				Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$	190.3			$	105.8			$	79.2			$	39.2			$	414.5
Portfolio advisory and transaction fees, net and other	11.0				0.5				3.4				—				14.9
Total fund level fee revenues	201.3				106.3				82.6				39.2				429.4
Realized performance revenues	11.2				24.6				0.1				6.0				41.9
Realized principal investment income	1.0				70.1				1.4				1.4				73.9
Interest income	1.2				0.7				3.4				0.2				5.5
Total revenues	214.7				201.7				87.5				46.8				550.7
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	101.1				34.0				49.5				22.5				207.1
Realized performance revenues related compensation	5.4				11.2				—				4.5				21.1
Total compensation and benefits	106.5				45.2				49.5				27.0				228.2
General, administrative, and other indirect expenses	33.3				17.0				20.5				9.2				80.0
Depreciation and amortization expense	4.5				1.8				2.0				1.3				9.6
Interest expense	7.9				3.1				6.7				1.8				19.5
Total expenses	152.2				67.1				78.7				39.3				337.3
Distributable Earnings	$	62.5			$	134.6			$	8.8			$	7.5			$	213.4
(-) Realized Net Performance Revenues	5.8				13.4				0.1				1.5				20.8
(-) Realized Principal Investment Income	1.0				70.1				1.4				1.4				73.9
(+) Net Interest	6.7				2.4				3.3				1.6				14.0
(=) Fee Related Earnings	$	62.4			$	53.5			$	10.6			$	6.2			$	132.7

---

	Six Months Ended June 30, 2019
	Corporate Private Equity				Real Assets				Global Credit				Investment Solutions				Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$	380.3			$	183.2			$	154.0			$	78.6			$	796.1
Portfolio advisory and transaction fees, net and other	14.8				3.8				6.3				—				24.9
Total fund level fee revenues	395.1				187.0				160.3				78.6				821.0
Realized performance revenues	34.6				29.5				0.1				26.9				91.1
Realized principal investment income	(1.3		)		71.7				6.0				1.6				78.0
Interest income	2.4				1.2				7.2				0.7				11.5
Total revenues	430.8				289.4				173.6				107.8				1,001.6
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	197.8				69.8				96.1				45.7				409.4
Realized performance revenues related compensation	15.8				23.2				—				24.3				63.3
Total compensation and benefits	213.6				93.0				96.1				70.0				472.7
General, administrative, and other indirect expenses	67.4				33.8				37.0				17.5				155.7
Depreciation and amortization expense	9.4				3.7				4.1				2.7				19.9
Interest expense	15.8				6.2				13.4				3.7				39.1
Total expenses	306.2				136.7				150.6				93.9				687.4
Distributable Earnings	$	124.6			$	152.7			$	23.0			$	13.9			$	314.2
(-) Realized Net Performance Revenues	18.8				6.3				0.1				2.6				27.8
(-) Realized Principal Investment Income (Loss)	(1.3		)		71.7				6.0				1.6				78.0
(+) Net Interest	13.4				5.0				6.2				3.0				27.6
(=) Fee Related Earnings	$	120.5			$	79.7			$	23.1			$	12.7			$	236.0

     

    

---

The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the three months ended June 30, 2020 and 2019 .

	Three Months Ended June 30, 2020
	Total Reportable Segments				Consolidated Funds				Reconciling Items						Carlyle Consolidated
	(Dollars in millions)
Revenues	$	582.2			$	55.2			$	493.6			(a)		$	1,131.0
Expenses	$	383.8			$	47.1			$	493.6			(b)		$	924.5
Other income (loss)	$	—			$	50.3			$	—			(c)		$	50.3
Distributable earnings	$	198.4			$	58.4			$	—			(d)		$	256.8

	Three Months Ended June 30, 2019
	Total Reportable Segments				Consolidated Funds				Reconciling Items						Carlyle Consolidated
	(Dollars in millions)
Revenues	$	550.7			$	45.8			$	464.6			(a)		$	1,061.1
Expenses	$	337.3			$	36.8			$	154.2			(b)		$	528.3
Other income (loss)	$	—			$	9.2			$	—			(c)		$	9.2
Distributable earnings	$	213.4			$	18.2			$	310.4			(d)		$	542.0

The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the six months ended June 30, 2020 and 2019, and Total Assets as of June 30, 2020.

	Six Months Ended June 30, 2020
	Total Reportable Segments				Consolidated Funds				Reconciling Items						Carlyle Consolidated
	(Dollars in millions)
Revenues	$	1,163.3			$	108.2			$	(886.2	)		(a)		$	385.3
Expenses	$	789.9			$	100.9			$	(36.1	)		(b)		$	854.7
Other income (loss)	$	—			$	(62.8	)		$	—			(c)		$	(62.8	)
Distributable earnings	$	373.4			$	(55.5	)		$	(850.1	)		(d)		$	(532.2	)
Total assets	$	7,599.5			$	4,822.0			$	(98.8	)		(e)		$	12,322.7

	Six Months Ended June 30, 2019
	Total Reportable Segments				Consolidated Funds				Reconciling Items						Carlyle Consolidated
	(Dollars in millions)
Revenues	$	1,001.6			$	98.2			$	1,048.3			(a)		$	2,148.1
Expenses	$	687.4			$	80.5			$	362.9			(b)		$	1,130.8
Other income (loss)	$	—			$	(5.0	)		$	—			(c)		$	(5.0	)
Distributable earnings	$	314.2			$	12.7			$	685.4			(d)		$	1,012.3

 

(a)

The Revenues adjustment principally represents unrealized performance revenues, unrealized principal investment income (loss) (including Fortitude Re), 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:

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Unrealized performance revenues	$	1,037.1			$	167.3			$	(71.9	)		$	469.1
Unrealized principal investment income (loss)	(459.5		)		234.9				(724.2		)		473.5
Adjusted unrealized principal investment income (loss) from investment in Fortitude Re	(81.6		)		40.1				(104.4		)		67.1
Adjustments related to expenses associated with investments in NGP Management and its affiliates	(3.9		)		(4.1		)		(7.8		)		(8.1		)
Tax expense associated with certain performance revenues	0.1				—				0.1				—
Non-Carlyle economic interests in acquired businesses and other adjustments to present certain costs on a net basis	56.8				42.7				(20.9		)		63.1
Elimination of revenues of Consolidated Funds	(55.4		)		(16.3		)		42.9				(16.4		)
	$	493.6			$	464.6			$	(886.2	)		$	1,048.3

The following table reconciles the total segments fund level fee revenue to the most directly comparable U.S. GAAP measure, the Company’s consolidated fund management fees, for the three and six months ended June 30, 2020 and 2019.

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Total Reportable Segments - Fund level fee revenues	$	404.7			$	429.4			$	793.0			$	821.0
Adjustments (1)	(32.9		)		(38.5		)		(65.3		)		(76.7		)
Carlyle Consolidated - Fund management fees	$	371.8			$	390.9			$	727.7			$	744.3

(1) Adjustments represent the reclassification of NGP management fees from principal investment income, the reclassification of certain incentive fees from business development companies and other credit products, management fees earned from consolidated CLOs 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:

---

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Unrealized performance revenues related compensation	$	449.7			$	84.9			$	(130.4	)		$	230.9
Equity-based compensation	34.6				38.3				66.3				77.7
Acquisition related charges and amortization of intangibles and impairment	7.1				15.4				10.1				27.4
Other non-operating expense	0.5				0.4				0.7				0.7
Tax expense associated with certain foreign performance revenues related compensation	0.7				3.6				11.9				(2.5		)
Non-Carlyle economic interests in acquired businesses and other adjustments to present certain costs on a net basis	5.2				10.0				13.2				30.9
Debt extinguishment costs	—				—				—				0.1
Corporate conversion costs, severance and other adjustments	3.6				10.9				8.1				12.6
Elimination of expenses of Consolidated Funds	(7.8		)		(9.3		)		(16.0		)		(14.9		)
	$	493.6			$	154.2			$	(36.1	)		$	362.9

(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:

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
	(Dollars in millions)
Income (loss) before provision for income taxes	$	256.8			$	542.0			$	(532.2	)		$	1,012.3
Adjustments:
Net unrealized performance revenues	(587.4		)		(82.4		)		(58.5		)		(238.2		)
Unrealized principal investment (income) loss	459.5				(234.9		)		724.2				(473.5		)
Adjusted unrealized principal investment (income) loss from investment in Fortitude Re	81.6				(40.1		)		104.4				(67.1		)
Equity-based compensation (1)	34.6				38.3				66.3				77.7
Acquisition related charges, including amortization of intangibles and impairment	7.1				15.4				10.1				27.4
Other non-operating expense	0.5				0.4				0.7				0.7
Tax (expense) benefit associated with certain foreign performance revenues	0.7				3.6				11.9				(2.5		)
Net (income) loss attributable to non-controlling interests in consolidated entities	(58.6		)		(39.8		)		38.4				(35.3		)
Debt extinguishment costs	—				—				—				0.1
Corporate conversion costs, severance and other adjustments	3.6				10.9				8.1				12.6
Distributable Earnings	$	198.4			$	213.4			$	373.4			$	314.2
Realized performance revenues, net of related compensation (2)	70.9				20.8				119.1				27.8
Realized principal investment income (2)	22.1				73.9				38.0				78.0
Net interest	21.9				14.0				39.8				27.6
Fee Related Earnings	$	127.3			$	132.7			$	256.1			$	236.0

(1)	Equity-based compensation for the three and six months ended June 30, 2020 and 2019 includes amounts that are presented in principal investment income and general, administrative and other expenses in our U.S. GAAP statement of operations.

---

(2) See reconciliation to most directly comparable U.S. GAAP measure below:

	Three Months Ended June 30, 2020
	Carlyle Consolidated				Adjustments (3)				Total Reportable Segments
	(Dollars in millions)
Performance revenues	$	1,191.8			$	(1,039.6	)		$	152.2
Performance revenues related compensation expense	535.6				(454.3		)		81.3
Net performance revenues	$	656.2			$	(585.3	)		$	70.9
Principal investment income (loss)	$	(512.6	)		$	534.7			$	22.1
	Six Months Ended June 30, 2020
	Carlyle Consolidated				Adjustments (3)				Total Reportable Segments
	(Dollars in millions)
Performance revenues	$	254.2			$	69.6			$	323.8
Performance revenues related compensation expense	93.1				111.6				204.7
Net performance revenues	$	161.1			$	(42.0	)		$	119.1
Principal investment income (loss)	$	(765.9	)		$	803.9			$	38.0

	Three Months Ended June 30, 2019
	Carlyle Consolidated				Adjustments (3)				Total Reportable Segments
	(Dollars in millions)
Performance revenues	$	247.6			$	(205.7	)		$	41.9
Performance revenues related compensation expense	113.6				(92.5		)		21.1
Net performance revenues	$	134.0			$	(113.2	)		$	20.8
Principal investment income (loss)	$	342.0			$	(268.1	)		$	73.9
	Six Months Ended June 30, 2019
	Carlyle Consolidated				Adjustments (3)				Total Reportable Segments
	(Dollars in millions)
Performance revenues	$	596.7			$	(505.6	)		$	91.1
Performance revenues related compensation expense	299.0				(235.7		)		63.3
Net performance revenues	$	297.7			$	(269.9	)		$	27.8
Principal investment income (loss)	$	643.8			$	(565.8	)		$	78.0

(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 U.S. GAAP financial statements, (v) the reclassification of certain incentive fees from business development companies, which are included in fund management fees 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, and the exclusion of charges associated with the investment in NGP Management and its affiliates that are excluded from the segment results.

(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.

15. Subsequent Events

Dividends

In July 2020, the Company’s Board of Directors declared a quarterly dividend of $0.25 per share of common stock to common stockholders of record at the close of business on August 11, 2020, payable on August 18, 2020.

---

16. Supplemental Financial Information

The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Company’s financial position as of June 30, 2020 and December 31, 2019 and results of operations for the three and six months ended June 30, 2020 and 2019. The supplemental statement of cash flows is presented without effects of the Consolidated Funds.

	As of June 30, 2020
	Consolidated Operating Entities				Consolidated Funds				Eliminations				Consolidated
	(Dollars in millions)
Assets
Cash and cash equivalents	$	554.5			$	—			$	—			$	554.5
Cash and cash equivalents held at Consolidated Funds	—				98.0				—				98.0
Restricted cash	4.5				—				—				4.5
Investments, including performance allocations of $3,792.2 million	6,069.1				—				(93.1		)		5,976.0
Investments of Consolidated Funds	—				4,581.2				—				4,581.2
Due from affiliates and other receivables, net	281.5				—				(5.7		)		275.8
Due from affiliates and other receivables of Consolidated Funds, net	—				142.5				—				142.5
Fixed assets, net	122.3				—				—				122.3
Lease right-of-use assets, net	189.6				—				—				189.6
Deposits and other	56.4				0.3				—				56.7
Intangible assets, net	55.1				—				—				55.1
Deferred tax assets	266.5				—				—				266.5
Total assets	$	7,599.5			$	4,822.0			$	(98.8	)		$	12,322.7
Liabilities and equity
Debt obligations	$	1,943.7			$	—			$	—			$	1,943.7
Loans payable of Consolidated Funds	—				4,517.5				—				4,517.5
Accounts payable, accrued expenses and other liabilities	316.6				—				—				316.6
Accrued compensation and benefits	2,359.5				—				—				2,359.5
Due to affiliates	458.8				—				—				458.8
Deferred revenue	51.6				—				—				51.6
Deferred tax liabilities	36.9				—				—				36.9
Other liabilities of Consolidated Funds	—				205.5				—				205.5
Lease liabilities	266.9				—				—				266.9
Accrued giveback obligations	23.0				—				—				23.0
Total liabilities	5,457.0				4,723.0				—				10,180.0
Common stock	3.5				—				—				3.5
Additional paid-in capital	2,679.8				98.6				(98.6		)		2,679.8
Retained earnings (deficit)	(466.1		)		—				—				(466.1		)
Accumulated other comprehensive loss	(256.7		)		(2.0		)		(0.2		)		(258.9		)
Non-controlling interests in consolidated entities	182.0				2.4				—				184.4
Total equity	2,142.5				99.0				(98.8		)		2,142.7
Total liabilities and equity	$	7,599.5			$	4,822.0			$	(98.8	)		$	12,322.7

---

	As of December 31, 2019
	Consolidated Operating Entities				Consolidated Funds				Eliminations				Consolidated
	(Dollars in millions)
Assets
Cash and cash equivalents	$	793.4			$	—			$	—			$	793.4
Cash and cash equivalents held at Consolidated Funds	—				122.4				—				122.4
Restricted cash	34.6				—				—				34.6
Investments, including performance allocations of $3,855.6 million	6,982.7				—				(178.3		)		6,804.4
Investments of Consolidated Funds	—				5,007.3				—				5,007.3
Due from affiliates and other receivables, net	279.0				—				(5.1		)		273.9
Due from affiliates and other receivables of Consolidated Funds, net	—				74.4				—				74.4
Fixed assets, net	108.2				—				—				108.2
Lease right-of-use assets, net	203.8				—				—				203.8
Deposits and other	53.8				0.2				—				54.0
Intangible assets, net	62.3				—				—				62.3
Deferred tax assets	270.1				—				—				270.1
Total assets	$	8,787.9			$	5,204.3			$	(183.4	)		$	13,808.8
Liabilities and partners’ capital
Debt obligations	$	1,976.3			$	—			$	—			$	1,976.3
Loans payable of Consolidated Funds	—				4,706.7				—				4,706.7
Accounts payable, accrued expenses and other liabilities	354.9				—				—				354.9
Accrued compensation and benefits	2,496.5				—				—				2,496.5
Due to affiliates	542.1				—				—				542.1
Deferred revenue	71.0				—				—				71.0
Deferred tax liabilities	65.2				—				—				65.2
Other liabilities of Consolidated Funds	—				316.1				—				316.1
Lease liabilities	288.2				—				—				288.2
Accrued giveback obligations	22.2				—				—				22.2
Total liabilities	5,816.4				5,022.8				—				10,839.2
Partners’ capital	703.8				61.7				(61.7		)		703.8
Accumulated other comprehensive loss	(84.5		)		(0.1		)		(0.6		)		(85.2		)
Non-controlling interests in consolidated entities	333.4				0.1				—				333.5
Non-controlling interests in Carlyle Holdings	2,018.8				119.8				(121.1		)		2,017.5
Total partners’ capital	2,971.5				181.5				(183.4		)		2,969.6
Total liabilities and partners’ capital	$	8,787.9			$	5,204.3			$	(183.4	)		$	13,808.8

 

---

	Three Months Ended June 30, 2020
	Consolidated Operating Entities				Consolidated Funds				Eliminations				Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$	377.4			$	—			$	(5.6	)		$	371.8
Incentive fees	9.0				—				—				9.0
Investment income (loss)
Performance allocations	1,191.8				—				—				1,191.8
Principal investment income (loss)	(463.0		)		—				(49.6		)		(512.6		)
Total investment income (loss)	728.8				—				(49.6		)		679.2
Interest and other income	16.0				—				(0.2		)		15.8
Interest and other income of Consolidated Funds	—				55.2				—				55.2
Total revenues	1,131.2				55.2				(55.4		)		1,131.0
Expenses
Compensation and benefits
Cash-based compensation and benefits	212.5				—				—				212.5
Equity-based compensation	30.5				—				—				30.5
Performance allocations and incentive fee related compensation	535.6				—				—				535.6
Total compensation and benefits	778.6				—				—				778.6
General, administrative and other expenses	80.2				—				—				80.2
Interest	25.9				—				—				25.9
Interest and other expenses of Consolidated Funds	—				47.1				(7.8		)		39.3
Other non-operating expenses	0.5				—				—				0.5
Total expenses	885.2				47.1				(7.8		)		924.5
Other income
Net investment income of Consolidated Funds	—				50.3				—				50.3
Income before provision for income taxes	246.0				58.4				(47.6		)		256.8
Provision for income taxes	52.3				—				—				52.3
Net income	193.7				58.4				(47.6		)		204.5
Net income attributable to non-controlling interests in consolidated entities	47.8				—				10.8				58.6
Net income attributable to The Carlyle Group Inc.	$	145.9			$	58.4			$	(58.4	)		$	145.9

 

---

	Six months ended June 30, 2020
	Consolidated Operating Entities				Consolidated Funds				Eliminations				Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$	738.5			$	—			$	(10.8	)		$	727.7
Incentive fees	17.9				—				—				17.9
Investment income (loss)
Performance allocations	254.2				—				—				254.2
Principal investment income (loss)	(826.2		)		—				60.3				(765.9		)
Total investment income (loss)	(572.0		)		—				60.3				(511.7		)
Interest and other income	49.8				—				(6.6		)		43.2
Interest and other income of Consolidated Funds	—				108.2				—				108.2
Total revenues	234.2				108.2				42.9				385.3
Expenses
Compensation and benefits
Cash-based compensation and benefits	416.8				—				—				416.8
Equity-based compensation	59.6				—				—				59.6
Performance allocations and incentive fee related compensation	93.1				—				—				93.1
Total compensation and benefits	569.5				—				—				569.5
General, administrative and other expenses	149.8				—				—				149.8
Interest	49.8				—				—				49.8
Interest and other expenses of Consolidated Funds	—				100.9				(16.0		)		84.9
Other non-operating expenses	0.7				—				—				0.7
Total expenses	769.8				100.9				(16.0		)		854.7
Other loss
Net investment loss of Consolidated Funds	—				(62.8		)		—				(62.8		)
Loss before provision for income taxes	(535.6		)		(55.5		)		58.9				(532.2		)
Benefit for income taxes	(27.7		)		—				—				(27.7		)
Net loss	(507.9		)		(55.5		)		58.9				(504.5		)
Net loss attributable to non-controlling interests in consolidated entities	(41.8		)		—				3.4				(38.4		)
Net loss attributable to The Carlyle Group Inc.	$	(466.1	)		$	(55.5	)		$	55.5			$	(466.1	)

---

	Three months ended June 30, 2019
	Consolidated Operating Entities				Consolidated Funds				Eliminations				Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$	396.4			$	—			$	(5.5	)		$	390.9
Incentive fees	8.8				—				—				8.8
Investment income (loss)
Performance allocations	247.6				—				—				247.6
Principal investment income	346.2				—				(4.2		)		342.0
Total investment income	593.8				—				(4.2		)		589.6
Interest and other income	32.6				—				(6.6		)		26.0
Interest and other income of Consolidated Funds	—				45.8				—				45.8
Total revenues	1,031.6				45.8				(16.3		)		1,061.1
Expenses
Compensation and benefits
Cash-based compensation and benefits	221.4				—				—				221.4
Equity-based compensation	35.2				—				—				35.2
Performance allocations and incentive fee related compensation	113.6				—				—				113.6
Total compensation and benefits	370.2				—				—				370.2
General, administrative and other expenses	110.7				—				—				110.7
Interest	19.5				—				—				19.5
Interest and other expenses of Consolidated Funds	—				36.8				(9.3		)		27.5
Other non-operating expenses	0.4				—				—				0.4
Total expenses	500.8				36.8				(9.3		)		528.3
Other income
Net investment income of Consolidated Funds	—				9.2				—				9.2
Income before provision for income taxes	530.8				18.2				(7.0		)		542.0
Provision for income taxes	15.5				—				—				15.5
Net income	515.3				18.2				(7.0		)		526.5
Net income attributable to non-controlling interests in consolidated entities	28.6				—				11.2				39.8
Net income attributable to Carlyle Holdings	486.7				18.2				(18.2		)		486.7
Net income attributable to non-controlling interests in Carlyle Holdings	332.6				—				—				332.6
Net income attributable to The Carlyle Group Inc.	154.1				18.2				(18.2		)		154.1
Net income attributable to Series A Preferred Unitholders	5.9				—				—				5.9
Net income attributable to The Carlyle Group Inc. Common Stockholders	$	148.2			$	18.2			$	(18.2	)		$	148.2

---

	Six months ended June 30, 2019
	Consolidated Operating Entities				Consolidated Funds				Eliminations				Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$	755.1			$	—			$	(10.8	)		$	744.3
Incentive fees	16.9				—				—				16.9
Investment income (loss)
Performance allocations	596.7				—				—				596.7
Principal investment income	635.8				—				8.0				643.8
Total investment income	1,232.5				—				8.0				1,240.5
Interest and other income	61.8				—				(13.6		)		48.2
Interest and other income of Consolidated Funds	—				98.2				—				98.2
Total revenues	2,066.3				98.2				(16.4		)		2,148.1
Expenses
Compensation and benefits
Cash-based compensation and benefits	431.9				—				—				431.9
Equity-based compensation	71.2				—				—				71.2
Performance allocations and incentive fee related compensation	299.0				—				—				299.0
Total compensation and benefits	802.1				—				—				802.1
General, administrative and other expenses	223.2				—				—				223.2
Interest	39.2				—				—				39.2
Interest and other expenses of Consolidated Funds	—				80.5				(14.9		)		65.6
Other non-operating expenses	0.7				—				—				0.7
Total expenses	1,065.2				80.5				(14.9		)		1,130.8
Other income
Net investment losses of Consolidated Funds	—				(5.0		)		—				(5.0		)
Income before provision for income taxes	1,001.1				12.7				(1.5		)		1,012.3
Provision for income taxes	39.5				—				—				39.5
Net income	961.6				12.7				(1.5		)		972.8
Net income attributable to non-controlling interests in consolidated entities	24.1				—				11.2				35.3
Net income attributable to Carlyle Holdings	937.5				12.7				(12.7		)		937.5
Net income attributable to non-controlling interests in Carlyle Holdings	640.5				—				—				640.5
Net income attributable to The Carlyle Group Inc.	297.0				12.7				(12.7		)		297.0
Net income attributable to Series A Preferred Unitholders	11.8				—				—				11.8
Net income attributable to The Carlyle Group Inc. Common Stockholders	$	285.2			$	12.7			$	(12.7	)		$	285.2

 

---

	Six Months Ended June 30,
	2020				2019
	(Dollars in millions)
Cash flows from operating activities
Net income (loss)	$	(507.9	)		$	961.6
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	26.0				28.8
Equity-based compensation	59.6				71.2
Non-cash performance allocations and incentive fees	28.7				(268.3		)
Non-cash principal investment (income) loss	841.2				(628.3		)
Other non-cash amounts	(10.7		)		4.6
Purchases of investments	(175.5		)		(120.4		)
Payment of purchase price adjustment in Fortitude Re	(79.6		)		—
Proceeds from the sale of investments	190.8				231.0
Change in deferred taxes, net	(61.6		)		20.3
Change in due from affiliates and other receivables	(19.2		)		31.8
Change in deposits and other	(4.8		)		(13.9		)
Change in accounts payable, accrued expenses and other liabilities	(46.5		)		(44.4		)
Change in accrued compensation and benefits	(125.4		)		(23.2		)
Change in due to affiliates	(28.2		)		(1.2		)
Change in lease right-of-use asset and lease liability	(5.9		)		2.9
Change in deferred revenue	(19.2		)		(18.7		)
Net cash provided by operating activities	61.8				233.8
Cash flows from investing activities
Purchases of fixed assets, net	(23.7		)		(23.7		)
Net cash used in investing activities	(23.7		)		(23.7		)
Cash flows from financing activities
Borrowings under credit facilities	263.8				—
Repayments under credit facilities	(295.6		)		—
Repayment of term loan	—				(25.0		)
Payments on debt obligations	(1.5		)		(13.6		)
Proceeds from debt obligations, net of financing costs	—				20.4
Payments of contingent consideration	(0.3		)		—
Dividends to common stockholders	(174.6		)		(68.5		)
Distributions to preferred unitholders	—				(11.8		)
Distributions to non-controlling interest holders in Carlyle Holdings	—				(143.2		)
Contributions from non-controlling interest holders	14.0				9.1
Distributions to non-controlling interest holders	(34.1		)		(31.9		)
Payment of deferred consideration for Carlyle Holdings units	(68.8		)		—
Common shares repurchased	(26.4		)		(12.0		)
Change in due to/from affiliates financing activities	30.0				114.5
Net cash used in financing activities	(293.5		)		(162.0		)
Effect of foreign exchange rate changes	(13.6		)		(2.8		)
Increase (decrease) in cash, cash equivalents and restricted cash	(269.0		)		45.3
Cash, cash equivalents and restricted cash, beginning of period	828.0				638.3
Cash, cash equivalents and restricted cash, end of period	$	559.0			$	683.6
Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents	$	554.5			$	669.2
Restricted cash	4.5				14.4
Total cash, cash equivalents and restricted cash, end of period	$	559.0			$	683.6
Cash and cash equivalents held at Consolidated Funds	$	98.0			$	214.3

---

•	Corporate Private Equity — Our Corporate Private Equity segment advises our buyout, middle market and growth capital funds, which seek a wide variety of investments of different sizes and growth potentials. As of June 30, 2020, our Corporate Private Equity segment had $84 billion in AUM and $57 billion in Fee-earning AUM.

•	Real Assets — Our Real Assets segment advises our U.S. and internationally focused real estate funds, our infrastructure funds, and our international energy funds. The segment also includes the NGP Predecessor Funds and NGP Carry Funds advised by NGP. As of June 30, 2020, our Real Assets segment had $40 billion in AUM and $32 billion in Fee-earning AUM.

•	Global Credit — Our Global Credit segment advises funds and vehicles that pursue investment strategies including loans and structured credit, direct lending, opportunistic credit, energy credit, distressed credit, aircraft financing and servicing, and insurance. As of June 30, 2020, our Global Credit segment had $50 billion in AUM and $42 billion in Fee-earning AUM.

•	Investment Solutions — Our Investment Solutions segment advises global private equity and real estate fund of funds programs and related co-investment and secondary activities across 260 fund vehicles. As of June 30, 2020, our Investment Solutions segment had $47 billion in AUM and $32 billion in Fee-earning AUM.

---

---

(1)	Amounts represent gross assets plus any available capital as of June 30, 2020.

(2)	Amounts represent Total AUM as of June 30, 2020.

(3)	Includes NGP M&R, NGP ETP II, and NGP IX, on which we are not entitled to a share of carried interest.

(4)	Real Assets also includes the Legacy Energy funds, which we jointly advise with Riverstone Holdings L.L.C. The impact of these funds is no longer significant to our results of operations.

(5)	Reflects AUM related to capital raised from third-party investors to acquire a 76.6% interest in Fortitude Holdings.

---

---

---

---

---

---

---

---

---

(a)

the amount of limited partner capital commitments, generally for carry funds where the original investment period has not expired, for AlpInvest carry funds during the commitment fee period and for Metropolitan carry funds during the weighted-average investment period of the underlying funds (see “Fee-earning AUM based on capital commitments” in the table below for the amount of this component at each period);

(b)

the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-investment vehicles where the original investment period has expired, Metropolitan carry funds after the expiration of the weighted-average investment period of the underlying funds, and one of our business development companies (see “Fee-earning AUM based on invested capital” in the table below for the amount of this component at each period);

(c)	the amount of aggregate fee-earning collateral balance of our CLOs and other securitization vehicles, as defined in the fund indentures (typically exclusive of equities and defaulted positions) as of the quarterly cut-off date;

(d)	the external investor portion of the net asset value of our open-ended funds (pre redemptions and subscriptions), as well as certain carry funds (see “Fee-earning AUM based on net asset value” in the table below for the amount of this component at each period);

(e)	the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our business development companies and certain carry funds (see “Fee-earning AUM based on lower of cost or fair value and other” in the table below for the amount of this component at each period); and

(f)	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, (see “Fee-earning AUM based on lower of cost or fair value and other” in the table below for the amount of this component at each period).

---

(1)	Reflects limited partner capital commitments where the original investment period, weighted-average investment period, or commitment fee period has not expired.

(2)	Reflects limited partner invested capital at cost and includes amounts committed to or reserved for investments for certain Real Assets and Investment Solutions funds.

(3)	Represents the amount of aggregate Fee-earning collateral balances and principal balances, at par, for our CLOs/structured products.

(4)	Reflects the net asset value (pre-redemptions and subscriptions) of our hedge funds, mutual fund and fund of hedge funds vehicles, as well as certain other carry funds.

(5)	Includes funds with fees based on gross asset value.

(6)

Energy III, Energy IV, and Renew II (collectively, the “Legacy Energy Funds”), are managed with Riverstone Holdings LLC and its affiliates. Affiliates of both Carlyle and Riverstone act as investment advisors to each of the Legacy Energy Funds. Carlyle has a minority representation on the management committees of Energy IV and Renew II. Carlyle and Riverstone each hold half of the seats on the management committee of Energy III, but the investment period for this fund has expired and the remaining investments in such fund are being disposed of in the ordinary course of business. As of June 30, 2020, the Legacy Energy Funds had, in the aggregate, approximately $1.6 billion in AUM and $1.5 billion in Fee-earning AUM. We are no longer raising capital for the Legacy Energy Funds and expect these balances to continue to decrease over time as the funds wind down.

(7)	Ending balance excludes $8.5 billion of pending Fee-earning AUM for which fees have not yet been activated.

(1)

Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based on commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are based on invested capital, the fee-earning collateral balance of new CLO issuances, as well as gross subscriptions in our vehicles for which management fees are based on net asset value. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.

(2)	Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has expired during the period, reductions for funds that are no longer calling for fees, gross

---

(3)	Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower of cost or fair value and net asset value, as well as activity of funds with fees based on gross asset value.

(4)	Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.

(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 (pre-redemptions and subscriptions) of our open-ended funds; and

(d)	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.

---

(1)

Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing. New CLO warehouse assets are recognized as an inflow to AUM, while corresponding fundraising will not be recognized until CLO issuance.

(2)	Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, separately managed accounts and the NGP Predecessor Funds, gross redemptions in our open-ended funds, runoff of CLO collateral balances and the expiration of available capital.

(3)	Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and related co-investment vehicles, the NGP Predecessor Funds and separately managed accounts, as well as the net impact of fees, expenses and non-investment income, change in gross asset value for our business development companies and other changes in AUM.

(4)	Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.

---

(1)	Reflects carry funds only. Appreciation/Depreciation is fund only, and excludes the impact of external co-investment.

(2)

For Carlyle returns, “Appreciation/Depreciation” represents realized and unrealized gain / loss for the period on a total return basis before fees and expenses. The percentage of return is calculated as the sum of ending remaining investment fair market value (“FMV”) and net investment outflow (sales proceeds less net purchases) less beginning remaining investment FMV divided by beginning remaining investment FMV.

(3)

In the Corporate Private Equity, Real Assets, and Global Credit carry funds, public investments made up 14% of remaining fair value at June 30, 2020 and 7% of remaining fair value at June 30, 2019. For Q2 2020, public investments appreciated 86% while private investments appreciated 2%, compared to 5% public depreciation and 2% private appreciation for Q2 2019. Public portfolio includes initial public offerings (“IPO”) that occurred in the quarter. Investments may be reported as private in quarters prior to the IPO quarter.

(4)	Carry funds comprise approximately 23% of the AUM in Global Credit at June 30, 2020.

(5)

The MSCI ACWI - All Cap Index represents the performance of the MSCI All Country World Index across all market capitalization sizes of the global equity market.  There are significant differences between the types of securities and assets typically acquired by our carry funds and the investments covered by the MSCI All Country World Index. Specifically, our carry funds may make investments in securities and other assets that have a greater degree of risk and volatility, and less liquidity, than those securities included in the MSCI All Country World Index.  Moreover, investors in the securities included in the MSCI All Country World Index may not be subject to the management fees, carried interest or expenses to which investors in our carry funds are typically subject.  Comparisons between the carry fund appreciation and the MSCI All Country World Index are included for informational purposes only.

---

---

---

---

---

---

---

---

---

---

(1)

Adjustments to unrealized principal investment income (loss) during the three and six months ended June 30, 2020 are inclusive of $300.9 million and $211.8 million of unrealized gains (losses), respectively, resulting from changes in the fair value of embedded derivatives related to certain reinsurance contracts included in Fortitude Re’s U.S. GAAP financial statements prior to the contribution of our investment in Fortitude Holdings to Carlyle FRL on June 2, 2020. At the time of the contribution of our investment to Carlyle FRL, we began accounting for our investment under the equity method based on our net asset value in the fund, which is an investment company that accounts for its investment in Fortitude Holdings at fair value. This resulted in an unrealized loss in principal investment income (loss) of $620.7 million during the three and six months ended June 30, 2020. Adjustments to unrealized principal investment income (loss) during the three and six months ended June 30, 2019 are inclusive of $230.9 million and $460.2 million of unrealized gains on embedded derivatives.

(2)	Adjusted unrealized principal investment income (loss) from the investment in Fortitude Re represents 19.9% of Fortitude Holdings’ estimated net income (loss) for the respective periods through June 2, 2020, excluding the unrealized gains (losses) related to embedded derivatives.

(3)	Equity-based compensation includes amounts presented in principal investment income and general, administrative and other expenses in our U.S. GAAP statement of operations.

---

---

---

---

---

---

(1)	For additional information concerning the components of Fee-earning AUM, see “—Fee-earning Assets under Management.”

(2)	Represents the aggregate effective management fee rate of each fund in the segment, weighted by each fund’s Fee-earning AUM, as of the end of each period presented.

(1)

Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based on commitments were activated during the period, and the fee-earning commitments invested in vehicles for which management fees are based on invested capital. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.

(2)

Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has expired during the period, and reductions for funds that are no longer calling for fees. Realizations for funds earning management fees based on commitments during the period do not affect Fee-earning AUM.

(3)	Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower of cost or fair value.

(4)	Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.

---

(1)	Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing.

(2)	Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles and separately managed accounts, as well as the expiration of available capital.

(3)	Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related co-investment vehicles and separately managed accounts, as well as the impact of fees, expenses and non-investment income, and other changes in AUM.

(4)	Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.

---

---

(1)	The data presented herein that provides “inception to date” performance results of our segments relates to the period following the formation of the first fund within each segment. For our Corporate Private Equity segment our first fund was formed in 1990.

(2)	Represents the fund's investment period end date or, if different, the date at which the management fee calculation basis is scheduled to step down from commitments to remaining invested capital at cost (where applicable). This measure is only relevant and reported for funds currently in the investment period.

(3)	Represents the original cost of investments since inception of the fund.

(4)	Represents all realized proceeds since inception of the fund.

(5)	Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining escrow values for realized investments.

(6)	Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital.

---

(7)

An investment is considered realized when the investment fund has completely exited, and ceases to own an interest in, the investment. An investment is considered partially realized when the total amount of proceeds received in respect of such investment, including dividends, interest or other distributions and/or return of capital, represents at least 85% of invested capital and such investment is not yet fully realized. Because part of our value creation strategy involves pursuing best exit alternatives, we believe information regarding Realized/Partially Realized MOIC and Gross IRR, when considered together with the other investment performance metrics presented, provides investors with meaningful information regarding our investment performance by removing the impact of investments where significant realization activity has not yet occurred. Realized/Partially Realized MOIC and Gross IRR have limitations as measures of investment performance, and should not be considered in isolation. Such limitations include the fact that these measures do not include the performance of earlier stage and other investments that do not satisfy the criteria provided above. The exclusion of such investments will have a positive impact on Realized/Partially Realized MOIC and Gross IRR in instances when the MOIC and Gross IRR in respect of such investments are less than the aggregate MOIC and Gross IRR. Our measurements of Realized/Partially Realized MOIC and Gross IRR may not be comparable to those of other companies that use similarly titled measures. We do not present Realized/Partially Realized performance information separately for funds that are still in the investment period because of the relatively insignificant level of realizations for funds of this type. However, to the extent such funds have had realizations, they are included in the Realized/Partially Realized performance information presented for Total Corporate Private Equity.

(8)	Fully Invested funds are past the expiration date of the investment period as defined in the respective limited partnership agreement. In instances where a successor fund has had its first capital call, the predecessor fund is categorized as fully invested.

(9)	Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value before management fees, expenses and carried interest.

(10)

Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value after management fees, expenses and carried interest. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund.

(11)	Fund has a net accrued performance fee balance/(giveback obligation) as of the current quarter end, driven by a significant portion of the fund's asset base.

(12)	Fund has generated realized net performance fees/(realized giveback) in the last twelve months.

(13)	Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest.

(14)	Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and certain other stand-alone investments arranged by us: CVP II, MENA, CCI, CSSAF I, CSABF, and CPF.

(15)	Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and certain other stand-alone investments arranged by us: CP I, CP II, CP III, CP IV, CEP I, CAP I, CAP II, CBPF I, CJP I, CMG, CVP I, CUSGF III, CGFSP I, CEVP I, CETP I, CETP II, CAVP I, CAVP II, CAGP III and Mexico.

(16)	Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and certain other stand-alone investments arranged by us: CAGP V and CBPF II.

(17)	For funds marked “NM,” IRR may be positive or negative, but is considered not meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end.

(18)	For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate.

---

---

---

---

(1)	For additional information concerning the components of Fee-earning AUM, See “—Fee-earning Assets under Management.”

(2)	Includes amounts committed to or reserved for investments for certain real estate funds.

(3)	Includes certain funds that are calculated on gross asset value.

(4)

Energy III, Energy IV, and Renew II (collectively, the “Legacy Energy Funds”), are managed with Riverstone Holdings LLC and its affiliates. Affiliates of both Carlyle and Riverstone act as investment advisors to each of the Legacy Energy Funds. Carlyle has a minority representation on the management committees of Energy IV and Renew II. Carlyle and Riverstone each hold half of the seats on the management committee of Energy III, but the investment period for this fund has expired and the remaining investments in such fund are being disposed of in the ordinary course of business. As of June 30, 2020, the Legacy Energy Funds had, in the aggregate, approximately $1.6 billion in AUM and $1.5 billion in Fee-earning AUM. NGP IX, or in the case of NGP M&R and NGP ETP II, certain affiliated entities (collectively, the “NGP Predecessor Funds”) and NGP X, NGP GAP, NGP XI, and NGP XII (referred to herein as the “NGP Carry Funds”, collectively with the NGP Predecessor Funds, the “NGP Energy Funds”), are managed by NGP Energy Capital Management (“NGP”). As of June 30, 2020, the NGP Energy Funds had, in the aggregate, approximately $9.6 billion in AUM and $9.8 billion in Fee-earning AUM.

(5)	Represents the aggregate effective management fee rate of each fund in the segment, weighted by each fund’s Fee-earning AUM, as of the end of each period presented. Calculation reflects Carlyle’s 10% and 55% interest in management fees earned by the Legacy Energy funds and the NGP Energy Funds, respectively.

---

(1)

Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based on commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are based on invested capital, and gross subscriptions in open-ended vehicles with management fees based on net asset value. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.

(2)

Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has expired during the period, reductions for funds that are no longer calling for fees, and gross redemptions in open-ended vehicles with management fees based on net asset value. Realizations for funds earning management fees based on commitments during the period do not affect Fee-earning AUM.

(3)	Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower of cost or fair value and net asset value.

(4)	Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.

---

(1)	Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing.

(2)	Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, separately managed accounts and the NGP Predecessor Funds, gross redemptions in our open-ended funds, and the expiration of available capital.

(3)	Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and related co-investment vehicles, the NGP Predecessor Funds and separately managed accounts, as well as the net impact of fees, expenses and non-investment income, and other changes in AUM.

(4)	Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.

---

(1)	The data presented herein that provides “inception to date” performance results of our segments relates to the period following the formation of the first fund within each segment. For our Real Assets segment our first fund was formed in 1997.

(2)	Represents the fund's investment period end date or, if different, the date at which the management fee calculation basis is scheduled to step down from commitments to remaining invested capital at cost (where applicable). This measure is only relevant and reported for funds currently in the investment period.

(3)	Represents the original cost of investments since inception of the fund.

(4)	Represents all realized proceeds since inception of the fund.

(5)	Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining escrow values for realized investments.

(6)	Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital.

(7)

An investment is considered realized when the investment fund has completely exited, and ceases to own an interest in, the investment. An investment is considered partially realized when the total amount of proceeds received in respect of such investment, including dividends, interest or other distributions and/or return of capital, represents at least 85% of invested capital and such investment is not yet fully realized. Because part of our value creation strategy involves pursuing best exit alternatives, we believe information regarding Realized/Partially Realized MOIC and Gross IRR, when considered together with the other investment performance metrics presented, provides investors with meaningful information regarding our

---

(8)	Fully Invested funds are past the expiration date of the investment period as defined in the respective limited partnership agreement. In instances where a successor fund has had its first capital call, the predecessor fund is categorized as fully invested.

(9)	Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value before management fees, expenses and carried interest.

(10)

Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value after management fees, expenses and carried interest. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund.

(11)	Fund has a net accrued performance fee balance/(giveback obligation) as of the current quarter end, driven by a significant portion of the fund's asset base.

(12)	Fund has generated realized net performance fees/(realized giveback) in the last twelve months.

(13)	Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest.

(14)	Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and certain other stand-alone investments arranged by us: NGP GAP and CPOCP.

(15)	Aggregate includes the following funds: CRP I, CRP II, CRCP I, CAREP I, CAREP II, CEREP I, CEREP II, Energy I, Energy II, Renew I, and CIP.

(16)	Aggregate includes CCR, CRSEF, and CER. Return is not considered meaningful, as the investment period commenced in October 2016 for CCR, December 2019 for CRSEF, and December 2017 for CER.

(17)	For funds marked “NM,” IRR may be positive or negative, but is considered not meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end.

(18)	For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate.

---

---

---

---

(1)	For additional information concerning the components of Fee-earning AUM, see “—Fee-earning Assets under Management.”

(2)	Includes funds with fees based on gross asset value.

(3)	Represents the aggregate effective management fee rate for carry funds, weighted by each fund’s Fee-earning AUM, as of the end of each period presented. Management fees for CLOs are based on the total par amount of the assets (collateral) and principal balance of the notes in the fund and are not calculated as a percentage of equity and are therefore not included.

(1)

Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based on commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are based on invested capital, the fee-earning collateral balance of new CLO issuances, as well as gross subscriptions in our vehicles for which management fees are based on net asset value. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.

(2)

Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-ended funds, and runoff of CLO collateral balances. Realizations for funds earning management fees based on commitments during the period do not affect Fee-earning AUM.

(3)	Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in funds or vehicles based on the lower of cost or fair value or net asset value, as well as activity of funds with fees based on gross asset value.

(4)	Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.

---

(1)

Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing. New CLO warehouse assets are recognized as an inflow to AUM, while corresponding fundraising will not be recognized until CLO issuance.

(2)	Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and separately managed accounts, gross redemptions in our open-ended funds, runoff of CLO collateral balances, and the expiration of available capital.

(3)	Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related co-investment vehicles, and separately managed accounts, as well as the impact of fees, expenses and non-investment income, change in gross asset value for our business development companies and other changes in AUM.

(4)	Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.

---

(1)	The data presented herein that provides “inception to date” performance results of our segments relates to the period following the formation of the first fund within each segment. For our Global Credit segment our first carry fund was formed in 2004.

(2)	Represents the fund's investment period end date or, if different, the date at which the management fee calculation basis is scheduled to step down from commitments to remaining invested capital at cost (where applicable). This measure is only relevant and reported for funds currently in the investment period.

(3)	Represents the original cost of investments net of investment level recallable proceeds which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC.

(4)	Represents all realized proceeds since inception of the fund.

(5)	Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining escrow values for realized investments.

(6)	Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital.

---

(7)	Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value before management fees, expenses and carried interest.

(8)

Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value after management fees, expenses and carried interest. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund.

(9)	Fully Invested funds are past the expiration date of the investment period as defined in the respective limited partnership agreement. In instances where a successor fund has had its first capital call, the predecessor fund is categorized as fully invested.

(10)	Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and certain other stand-alone investments arranged by us: SASOF II and SASOF III.

(11)	Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and certain other stand-alone investments arranged by us: CSP I, CMP I, CMP II, and CASCOF.

(12)	Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and certain other stand-alone investments arranged by us: SASOF IV.

(13)	For funds marked “NM,” IRR may be positive or negative, but is considered not meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end.

(14)	Fund has a net accrued performance fee balance/(giveback obligation) as of the current quarter end, driven by a significant portion of the fund's asset base.

(15)	Fund has generated realized net performance fees/(realized giveback) in the last twelve months.

---

---

---

(1)	For additional information concerning the components of Fee-earning AUM, see “—Fee-earning Assets under Management.”

(2)	Includes amounts committed to or reserved for certain AlpInvest and Metropolitan carry funds.

(1)

Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based on commitments were activated during the period and the fee-earning commitments invested in vehicles for which management fees are based on invested capital. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.

(2)

Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has expired during the period, and reductions for funds that are no longer calling for fees. Distributions for funds earning management fees based on commitments during the period do not affect Fee-earning AUM.

(3)	Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower of cost or fair value and net asset value.

(4)	Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.

---

(1)	Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing.

(2)	Outflows includes distributions in our carry funds, related co-investment vehicles and separately managed accounts, as well as the expiration of available capital.

(3)

Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related co-investment vehicles and separately managed accounts, the net impact of fees, expenses and non-investment income, as well as other changes in AUM. The fair market values for our Investment Solutions primary and secondary carry funds are based on the latest available valuations of the underlying limited partnership interests as

---

(4)	Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.

---

---

(1)

Includes private equity and mezzanine primary fund investments, secondary fund investments and co-investments originated by the AlpInvest team, as well as real estate primary fund investments, secondary fund investments and co-investments originated by the Metropolitan Real Estate team. Excluded from the performance information shown are a) investments that were not originated by AlpInvest, and b) Direct Investments, which was spun off from AlpInvest in 2005, and c) LP co-investment vehicles advised by AlpInvest. As of June 30, 2020, these excluded investments represent $0.4 billion of AUM at AlpInvest.

(2)	Represents the original cost of investments since inception of the fund.

(3)	To exclude the impact of FX, all AlpInvest foreign currency cash flows have been converted to Euro at the reporting period spot rate.

(4)	Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest. To exclude the impact of FX, all AlpInvest foreign currency cash flows have been converted to Euro at the reporting period spot rate.

(5)	Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital.

(6)	Fully Committed funds are past the expiration date of the commitment period as defined in the respective limited partnership agreement.

(7)	Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on investment contributions, distributions and unrealized value of the underlying investments, before management fees, expenses and carried interest at the AlpInvest/Metropolitan Real Estate level.

(8)

Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value after management fees, expenses and carried interest. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund.

(9)	For funds marked “NM,” IRR may be positive or negative, but is considered not meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end.

(10)	Aggregate includes Main Fund VII - Fund Investments, Main Fund VIII - Fund Investments, Main Fund IX - Fund Investments, Main Fund X - Fund Investments, Main Fund XI - Fund Investments, Main Fund IV - Mezzanine Investments, Main Fund V - Mezzanine Investments, AlpInvest CleanTech Funds and funds which are not included as part of a main fund.

(11)	Represents the U.S. dollar equivalent balance translated at the spot rate as of period end.

---

---

---

---

•	provide capital to facilitate the growth of our existing business lines;

•	provide capital to facilitate our expansion into new, complementary business lines, including acquisitions;

•	pay operating expenses, including compensation and compliance costs and other obligations as they arise;

•	fund costs of litigation and contingencies, including related legal costs;

•	fund the capital investments of Carlyle in our funds;

•	fund capital expenditures;

•	repay borrowings and related interest costs and expenses;

•	pay earnouts and contingent cash consideration associated with our acquisitions and strategic investments;

•	pay income taxes, including corporate income taxes following the Conversion;

•	pay dividends to our common stockholders in accordance with our dividend policy, and;

•	make installment payments under the deferred obligation to former holders of Carlyle Holdings partnership units,

•	repurchase our common stock.

---

---

---

---

---

(1)

The table above assumes that no prepayments are made on the senior notes and that any outstanding balance on the senior credit facility is repaid on the maturity date of the senior credit facility, which is February 11, 2024. The CLO term loans are included in the table above based on the earlier of the stated maturity date or the date the CLO is expected to be dissolved. See Note 5 to the unaudited condensed consolidated financial statements for the various maturity dates of the CLO term loans and senior notes.

(2)

The interest rates on the debt obligations as of June 30, 2020 consist of: 3.500% on $425.0 million of senior notes, 5.650% on $350.0 million of senior notes, 3.875% on $250.0 million of senior notes, 5.625% on $600.0 million of senior notes, 1.41% on $250.0 million under the revolving credit facility, and a range of approximately 1.75% to 3.07% for our CLO term loans. Interest payments assume that no prepayments are made and loans are held until maturity with the exception of the CLO term loans, which are based on the earlier of the stated maturity date or the date the CLO is expected to be dissolved.

(3)

These obligations represent our estimate of amounts to be paid on the contingent cash obligations associated with our acquisition of Carlyle Aviation Partners and other obligations, as well as the deferred payment obligations described below. In connection with the Conversion, former holders of Carlyle Holdings partnership units will receive cash payments aggregating to approximately $344 million, which is equivalent to $1.50 per Carlyle Holdings partnership unit exchanged in the Conversion, payable in five annual installments of $0.30, the first of which occurred during the first quarter of 2020. The payment obligations are unsecured obligations of the Company or a subsidiary thereof, subordinated in right of payment to indebtedness of the Company and its subsidiaries, and do not bear interest.

(4)

We lease office space in various countries around the world and maintain our headquarters in Washington, D.C., where in June 2018, we entered into an amended non-cancelable lease agreement expiring on March 31, 2030. In July 2018, we entered into a new non-cancelable lease agreement expiring in 2036 for new office space in New York City. Our office leases in other locations expire in various years through 2032. The amounts in this table represent the minimum lease payments required over the term of the lease.

(5)

These obligations generally represent commitments by us to fund a portion of the purchase price paid for each investment made by our funds. These amounts are generally due on demand and are therefore presented in the less than one year category. A substantial majority of these investments is expected to be funded by senior Carlyle professionals and other professionals through our internal co-investment program. Of the $3.7 billion of unfunded commitments, approximately $3.1 billion is subscribed individually by senior Carlyle professionals, advisors and other professionals, with the balance funded directly by the Company. The amounts also include performance-based contingent cash and deferred payment obligations associated with our strategic investment in Fortitude Re, which would be payable to Carlyle FRL for further payment to AIG (see Note 4).

(6)

In connection with our initial public offering, we entered into a tax receivable agreement with the limited partners of the Carlyle Holdings partnerships whereby we agreed to pay such limited partners 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income tax realized as a result of increases in tax basis resulting from exchanges of Carlyle Holdings partnership units for common units of The Carlyle Group L.P. From and after the consummation of the Conversion, former holders of Carlyle Holdings partnership units do not have any rights to payments under the tax receivable agreement except for payment obligations pre-existing at the time of the Conversion with respect to exchanges that occurred prior to the Conversion. These obligations are more than offset by the future cash tax savings that we are expected to realize.

(7)

These obligations represent amounts due to holders of debt securities issued by the consolidated CLO vehicles. These obligations include interest to be paid on debt securities issued by the consolidated CLO vehicles. Interest payments assume that no prepayments are made and loans are held until maturity. For debt securities with rights only to the residual value of the CLO and no stated interest, no interest payments were included in this calculation. Interest payments on variable-rate debt securities are based on interest rates in effect as of June 30, 2020, at spreads to market rates pursuant to the debt agreements, and range from 0.40% to 8.87%.

(8)	These obligations represent commitments of the CLOs to fund certain investments. These amounts are generally due on demand and are therefore presented in the less than one year category.

---

---

---

---

---