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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 2024
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                      TO                     
Commission File Number: 001-35538
 
https://cdn.kscope.io/d2843c67d507059c5865ab739a5ac8b5-Carlyle-Logo-blue.jpg
The Carlyle Group Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
45-2832612
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
1001 Pennsylvania Avenue, NW
Washington, DC, 20004-2505
(Address of principal executive offices) (Zip Code)
(202) 729-5626
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
CG
The Nasdaq Global Select Market
4.625% Subordinated Notes due 2061 of Carlyle
Finance L.L.C.
CGABL
The Nasdaq Global Select Market
As of October 31, 2024, there were 357,681,261 shares of common stock of the registrant outstanding.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging
growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
 
☒
  
Accelerated filer
 
☐
Non-accelerated filer
 
☐
  
Smaller reporting company
 
☐
Emerging growth company
 
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒   
1
TABLE OF CONTENTS
 
 
 
Page
Item 1.
Unaudited Condensed Consolidated Financial Statements – September 30, 2024 and 2023:
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 
2
Forward-Looking Statements
This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements
include, but are not limited to, statements related to our expectations, estimates, beliefs, projections, future plans and strategies,
anticipated events or trends, and similar expressions and statements that are not historical facts, including our expectations
regarding the performance of our business, our financial results, our liquidity and capital resources, contingencies, and our
dividend policy. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,”
“expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,”
“estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements
are subject to various risks, uncertainties, and assumptions. Accordingly, there are or will be important factors that could cause
actual outcomes or results to differ materially from those indicated in these statements including, but not limited to, those
described in this Quarterly Report on Form 10-Q and under the section entitled “Risk Factors” in our Annual Report on Form
10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 22,
2024, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s
website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other
cautionary statements that are included in this Quarterly Report on Form 10-Q and in our other periodic filings with the SEC.
We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new
information, future developments, or otherwise, except as required by applicable law.
Website and Social Media Disclosure
We use our website (www.carlyle.com), our corporate Facebook page (www.facebook.com/onecarlyle), our corporate X
account (@OneCarlyle or www.x.com/onecarlyle), our corporate Instagram account (@onecarlyle or www.instagram.com/
onecarlyle), our corporate LinkedIn account (www.linkedin.com/company/the-carlyle-group), our corporate YouTube channel
(www.youtube.com/user/onecarlyle), and our corporate WeChat account (ID: gh_3e34f090ec20) as channels of distribution of
material company information. For example, financial and other material information regarding our company is routinely
posted on and accessible at www.carlyle.com. Accordingly, investors should monitor these channels, in addition to following
our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email
alerts and other information about Carlyle when you enroll your email address by visiting the “Email Alerts” section at http://
ir.carlyle.com/email-alerts. The contents of our website and social media channels are not, however, a part of this Quarterly
Report on Form 10-Q and are not incorporated by reference herein.
Carlyle does not conduct any public solicitations (including print and online articles, advertisements, or postings on social
media sites, messaging applications such as Telegram, WeChat, or WhatsApp, or other public platforms) with respect to
investments, fundraising, cryptocurrency, or opening accounts on social media sites. Any investment-related communication
received from these platforms purporting to be from a Carlyle professional is fraudulent and should be reported to authorities.
On January 1, 2020, we completed our conversion from a Delaware limited partnership named The Carlyle Group L.P.
into a Delaware Corporation named The Carlyle Group Inc. (the conversion, together with such restructuring steps and related
transactions, the “Conversion”).
Unless the context suggests otherwise, references in this report to “Carlyle,” the “Company,” “we,” “us” and “our” refer
to The Carlyle Group Inc. and its consolidated subsidiaries. When we refer to our “senior Carlyle professionals,” we are
referring to the partner-level personnel of our firm.  References in this report to the ownership of the senior Carlyle
professionals include the ownership of personal planning vehicles of these individuals. When we refer to the “Carlyle Holdings
partnerships” or “Carlyle Holdings,” we are referring to Carlyle Holdings I L.P., Carlyle Holdings II L.P., and Carlyle Holdings
III L.P., which prior to the Conversion were the holding partnerships through which the Company and our senior Carlyle
professionals and other holders of Carlyle Holdings partnership units owned their respective interests in our business.
“Carlyle funds,” “our funds” and “our investment funds” refer to the investment funds and vehicles advised by Carlyle.
“Carry funds” generally refers to closed-end investment vehicles, in which commitments are drawn down over a specified
investment period, and in which the general partner receives a special residual allocation of income from limited partners,
which we refer to as carried interest, in the event that specified investment returns are achieved by the fund. Disclosures
referring to carry funds will also include the impact of certain commitments that do not earn carried interest, but are either part
of or associated with our carry funds. The rate of carried interest, as well as the share of carried interest allocated to Carlyle,
3
may vary across the carry fund platform. Carry funds generally include the following investment vehicles across our three
business segments:
•Global Private Equity: Buyout, middle market and growth capital, real estate, infrastructure and natural resources
funds advised by Carlyle, as well as certain energy funds advised by our strategic partner NGP Energy Capital
Management (“NGP”) in which Carlyle is entitled to receive a share of carried interest (“NGP Carry Funds”);
•Global Credit: liquid credit, private credit, real assets credit, and other credit such as insurance solutions, platform
initiatives, and capital markets; and 
•Global Investment Solutions: Funds and vehicles advised by AlpInvest Partners B.V. and its affiliates (“AlpInvest”),
which include primary fund, secondary and portfolio financing, and co-investment strategies.
Carry funds specifically exclude certain legacy Abingworth funds in which Carlyle is not entitled to receive a share of
carried interest, collateralized loan obligation vehicles (“CLOs”), our business development companies and associated managed
accounts, as well as capital raised from strategic third-party investors which directly invest in Fortitude (defined below)
alongside a carry fund.
For an explanation of the fund acronyms used throughout this Quarterly Report on Form 10-Q, refer to “Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operation – Our Global Investment Offerings.”
“Fortitude” refers to FGH Parent, L.P. (“FGH Parent”), the direct parent of Fortitude Group Holdings, LLC (“Fortitude
Holdings”). See Note 4, Investments, to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly
Report on Form 10-Q for more information regarding the Company’s strategic investment in Fortitude.
“Fee-earning assets under management” or “Fee-earning AUM” refers to the assets we manage or advise from which we
derive recurring fund management fees. Our Fee-earning AUM is generally based on one of the following, once fees have been
activated:
(a)the amount of limited partner capital commitments, generally for carry funds where the original investment period
has not expired and for AlpInvest carry funds during the commitment fee period;
(b)the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-investment
vehicles where the original investment period has expired;
(c)the amount of aggregate fee-earning collateral balance of our CLOs and other securitization vehicles, as defined in
the fund indentures (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions) as of the
quarterly cut-off date;
(d)the external investor portion of the net asset value of certain carry funds;
(e)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement;
(f)the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our
business development companies and certain carry funds; or
(g)the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee
period has expired and certain carry funds where the investment period has expired.
“Assets under management” or “AUM” refers to the assets we manage or advise. Our AUM generally equals the sum of
the following:
(a)the aggregate fair value of our carry funds and related co-investment vehicles, and separately managed accounts,
plus the capital that Carlyle is entitled to call from investors in those funds and vehicles (including Carlyle
commitments to those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the
terms of their capital commitments to those funds and vehicles;
4
(b) the amount of aggregate collateral balance and principal cash or aggregate principal amount of the notes of our
CLOs and other structured products (inclusive of all positions);
(c) the net asset value of certain carry funds;
(d)the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement; and
(e) the gross assets (including assets acquired with leverage) of our business development companies, plus the capital
that Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their capital commitments to
those vehicles.
We include in our calculation of AUM and Fee-earning AUM the NGP Carry Funds that are advised by NGP. Our
calculation of AUM also includes third-party capital raised for the investment in Fortitude through a Carlyle-affiliated
investment fund and from strategic investors which directly invests in Fortitude alongside the fund. The total AUM and Fee-
earning AUM related to the strategic advisory services agreement with Fortitude is inclusive of the net asset value of
investments in Carlyle products. These amounts are also reflected in the AUM and Fee-earning AUM of the strategy in which
they are invested.
For most of our carry funds, total AUM includes the fair value of the capital invested, whereas Fee-earning AUM
includes the amount of capital commitments or the remaining amount of invested capital, depending on whether the original
investment period for the fund has expired. As such, Fee-earning AUM may be greater than total AUM when the aggregate fair
value of the remaining investments is less than the cost of those investments.
Our calculations of AUM and Fee-earning AUM may differ from the calculations of other asset managers. As a result,
these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of
AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment
funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management
fees, incentive fees or performance allocations. Our calculations of AUM or Fee-earning AUM are not based on any definition
of AUM or Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.
“Performance Fee Eligible AUM” represents the AUM of funds for which we are entitled to receive performance
allocations, inclusive of the fair value of investments in those funds (which we refer to as “Performance Fee Eligible Fair
Value”) and their Available Capital. Performance Fee Eligible Fair Value is “Performance Fee-Generating” when the associated
fund has achieved the specified investment returns required under the terms of the fund’s agreement and is accruing
performance revenue as of the quarter-end reporting date. Funds whose performance allocations are treated as fee related
performance allocations are excluded from these metrics.
“Perpetual Capital” refers to the assets we manage or advise which have an indefinite term and for which there is no
immediate requirement to return capital to investors upon the realization of investments made with such capital, except as
required by applicable law. Perpetual Capital may be materially reduced or terminated under certain conditions, including
reductions from changes in valuations and payments to investors, including through elections by investors to redeem their
investments, dividend payments, and other payment obligations, as well as the termination of or failure to renew the respective
investment advisory agreements. Perpetual Capital includes: (a) assets managed under the strategic advisory services agreement
with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies and certain other direct lending
products, (d) Carlyle Tactical Private Credit Fund (“CTAC”), and (e) our closed-end tender offer Carlyle AlpInvest Private
Markets (“CAPM”) funds.
“Legacy Energy Funds” include Energy III, Energy IV, and Renew II and are managed with Riverstone and its affiliates.
The investment periods for these funds have expired and the remaining investments in each fund are being disposed of in the
ordinary course of business. The impact of these funds is no longer significant to our results of operations.
“Metropolitan” or “MRE” refers to Metropolitan Real Estate Management, LLC, which was included in the Global
Investment Solutions business segment prior to its sale on April 1, 2021.
5
PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statements
The Carlyle Group Inc.
Condensed Consolidated Balance Sheets
(Dollars in millions)
September 30,
2024
December 31,
2023
 
(Unaudited)
Assets
Cash and cash equivalents
$1,376.8
$1,440.3
Cash and cash equivalents held at Consolidated Funds
488.5
346.0
Restricted cash
2.1
1.8
Investments, including accrued performance allocations of $7,210.8 and $6,169.9 as of
September 30, 2024 and December 31, 2023, respectively
11,095.0
9,955.3
Investments of Consolidated Funds
7,427.9
7,253.1
Due from affiliates and other receivables, net
757.2
691.6
Due from affiliates and other receivables of Consolidated Funds, net
218.3
141.0
Fixed assets, net
174.1
161.5
Lease right-of-use assets, net
353.6
332.2
Deposits and other
71.8
70.6
Intangible assets, net
670.6
766.1
Deferred tax assets
22.5
16.5
Total assets
$22,658.4
$21,176.0
Liabilities and equity
Debt obligations
$2,211.0
$2,281.0
Loans payable of Consolidated Funds
6,531.4
6,486.5
Accounts payable, accrued expenses and other liabilities
349.9
333.8
Accrued compensation and benefits
5,434.8
4,922.2
Due to affiliates
219.8
275.9
Deferred revenue
379.5
140.3
Deferred tax liabilities
150.5
45.3
Other liabilities of Consolidated Funds
497.6
374.4
Lease liabilities
504.6
488.1
Accrued giveback obligations
43.9
44.0
Total liabilities
16,323.0
15,391.5
Commitments and contingencies
Common stock, $0.01 par value, 100,000,000,000 shares authorized (357,681,261 and
361,326,172 shares issued and outstanding as of September 30, 2024 and December 31,
2023, respectively)
3.6
3.6
Additional paid-in-capital
3,774.5
3,403.0
Retained earnings
2,034.5
2,082.1
Accumulated other comprehensive loss
(265.9)
(297.3)
Non-controlling interests in consolidated entities
788.7
593.1
Total equity
6,335.4
5,784.5
Total liabilities and equity
$22,658.4
$21,176.0
See accompanying notes.
6
The Carlyle Group Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in millions, except share and per share data)
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
Revenues
Fund management fees
$532.7
$502.6
$1,590.7
$1,511.2
Incentive fees
38.7
21.1
96.2
61.9
Investment income (loss)
Performance allocations
1,785.5
(118.3)
1,826.7
(204.3)
Principal investment income
46.0
100.6
207.2
105.1
Total investment income (loss)
1,831.5
(17.7)
2,033.9
(99.2)
Interest and other income
52.2
57.9
161.9
152.1
Interest and other income of Consolidated Funds
180.1
152.7
510.6
411.7
Total revenues
2,635.2
716.6
4,393.3
2,037.7
Expenses
Compensation and benefits
Cash-based compensation and benefits
207.5
267.6
635.7
798.4
Equity-based compensation
121.6
64.4
355.1
186.8
Performance allocations and incentive fee related compensation
1,151.0
(53.9)
1,222.4
(40.4)
Total compensation and benefits
1,480.1
278.1
2,213.2
944.8
General, administrative and other expenses
176.6
143.0
512.2
470.7
Interest
30.3
31.4
91.5
91.8
Interest and other expenses of Consolidated Funds
162.0
102.5
438.7
298.3
Other non-operating (income) expenses
(0.1)
0.1
(0.2)
0.2
Total expenses
1,848.9
555.1
3,255.4
1,805.8
Other income (loss)
Net investment income (loss) of Consolidated Funds
2.5
(9.3)
(9.6)
9.9
Income before provision for income taxes
788.8
152.2
1,128.3
241.8
Provision for income taxes
173.1
41.2
264.5
68.2
Net income
615.7
111.0
863.8
173.6
Net income attributable to non-controlling interests in consolidated entities
20.0
29.7
54.3
90.0
Net income attributable to The Carlyle Group Inc.
$595.7
$81.3
$809.5
$83.6
Net income attributable to The Carlyle Group Inc. per common share (see Note 12)
Basic
$1.67
$0.23
$2.26
$0.23
Diluted
$1.63
$0.22
$2.21
$0.23
Weighted-average common shares
Basic
357,689,521
360,568,375
358,966,961
361,583,260
Diluted
364,789,752
363,655,647
367,073,705
364,092,860
Substantially all revenue is earned from affiliates of the Company. See accompanying notes.
7
The Carlyle Group Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in millions)
 
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
Net income
$615.7
$111.0
$863.8
$173.6
Other comprehensive income (loss)
Foreign currency translation adjustments
64.7
(24.1)
34.8
4.9
Defined benefit plans
Unrealized income (loss) for the period
0.3
(0.9)
0.9
(0.9)
Reclassification adjustment for gain during the period, included in
cash-based compensation and benefits expense
—
(0.1)
(0.1)
(0.2)
Other comprehensive income (loss)
65.0
(25.1)
35.6
3.8
Comprehensive income
680.7
85.9
899.4
177.4
Comprehensive income attributable to non-controlling interests in
consolidated entities
26.9
29.2
58.5
95.5
Comprehensive income attributable to The Carlyle Group Inc.
$653.8
$56.7
$840.9
$81.9
See accompanying notes.
8
The Carlyle Group Inc.
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
(Dollars and shares in millions)
Common
Shares
Common
Stock
Additional
Paid-in-
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interests in
Consolidated
Entities
Total
Equity
Balance at June 30, 2024
356.4
$3.6
$3,642.6
$1,707.7
$(324.0)
$699.5
$5,729.4
Shares repurchased
(1.7)
(0.1)
—
(63.3)
—
—
(63.4)
Net shares issued for equity-based awards
3.0
—
—
(85.5)
—
—
(85.5)
Equity-based compensation
—
0.1
128.2
—
—
—
128.3
Dividend-equivalent rights on certain equity-
based awards
—
—
3.7
(3.7)
—
—
—
Contributions
—
—
—
—
—
98.8
98.8
Dividends and distributions
—
—
—
(125.5)
—
(27.4)
(152.9)
Net income
—
—
—
595.7
—
20.0
615.7
Currency translation adjustments
—
—
—
—
57.8
6.9
64.7
Change in ownership interests of a Consolidated
Entity
—
—
—
9.1
—
(9.1)
—
Defined benefit plans, net
—
—
—
—
0.3
—
0.3
Balance at September 30, 2024
357.7
$3.6
$3,774.5
$2,034.5
$(265.9)
$788.7
$6,335.4
Common
Shares
Common
Stock
Additional
Paid-in-
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interests in
Consolidated
Entities
Total
Equity
Balance at December 31, 2023
361.3
$3.6
$3,403.0
$2,082.1
$(297.3)
$593.1
$5,784.5
Shares repurchased
(8.0)
(0.1)
—
(345.6)
—
—
(345.7)
Net shares issued for equity-based awards
4.4
—
—
(133.2)
—
—
(133.2)
Equity-based compensation
—
0.1
361.9
—
—
—
362.0
Dividend-equivalent rights on certain equity-
based awards
—
—
9.6
(9.6)
—
—
—
Contributions
—
—
—
—
—
219.2
219.2
Dividends and distributions
—
—
—
(377.8)
—
(73.0)
(450.8)
Net income
—
—
—
809.5
—
54.3
863.8
Currency translation adjustments
—
—
—
—
30.6
4.2
34.8
Change in ownership interests of a Consolidated
Entity
—
—
—
9.1
—
(9.1)
—
Defined benefit plans, net
—
—
—
—
0.8
—
0.8
Balance at September 30, 2024
357.7
$3.6
$3,774.5
$2,034.5
$(265.9)
$788.7
$6,335.4
9
Common
Shares
Common
Stock
Additional
Paid-in-
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interests in
Consolidated
Entities
Total
Equity
Balance at June 30, 2023
360.0
$3.6
$3,266.5
$2,992.9
$(299.3)
$680.9
$6,644.6
Shares repurchased
(1.3)
—
—
(42.9)
—
—
(42.9)
Equity-based compensation
—
—
68.9
—
—
—
68.9
Shares issued for equity-based awards
2.0
—
—
—
—
—
—
Deconsolidation of a Consolidated Entity
—
—
—
—
—
(103.3)
(103.3)
Dividend-equivalent rights on certain equity-
based awards
—
—
2.4
(2.4)
—
—
—
Contributions
—
—
—
—
—
43.5
43.5
Dividends and distributions
—
—
—
(126.3)
—
(65.6)
(191.9)
Net income (loss)
—
—
—
81.3
—
29.7
111.0
Currency translation adjustments
—
—
—
—
(23.6)
(0.5)
(24.1)
Defined benefit plans, net
—
—
—
—
(1.0)
—
(1.0)
Balance at September 30, 2023
360.7
$3.6
$3,337.8
$2,902.6
$(323.9)
$584.7
$6,504.8
Common
Shares
Common
Stock
Additional
Paid-in-
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interests in
Consolidated
Entities
Total
Equity
Balance at December 31, 2022
362.3
$3.6
$3,138.5
$3,401.1
$(322.2)
$600.3
$6,821.3
Shares repurchased
(6.5)
—
—
(203.7)
—
—
(203.7)
Equity-based compensation
—
—
192.3
—
—
—
192.3
Shares issued for equity-based awards
4.9
—
—
—
—
—
—
Dividend-equivalent rights on certain equity-
based awards
—
—
7.0
(7.0)
—
—
—
Deconsolidation of a Consolidated Entity
—
—
—
—
—
(110.4)
(110.4)
Contributions
—
—
—
—
—
99.0
99.0
Dividends and distributions
—
—
—
(371.4)
—
(99.7)
(471.1)
Net income
—
—
—
83.6
—
90.0
173.6
Currency translation adjustments
—
—
—
—
(0.6)
5.5
4.9
Defined benefit plans, net
—
—
—
—
(1.1)
—
(1.1)
Balance at September 30, 2023
360.7
$3.6
$3,337.8
$2,902.6
$(323.9)
$584.7
$6,504.8
See accompanying notes.
10
The Carlyle Group Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in millions)
 
Nine Months Ended September 30,
 
2024
2023
Cash flows from operating activities
Net income
$863.8
$173.6
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization
137.0
137.0
Equity-based compensation
355.1
186.8
Non-cash performance allocations and incentive fees, net
(387.9)
427.3
Non-cash principal investment income
(188.4)
(91.6)
Other non-cash amounts
15.8
8.1
Consolidated Funds related:
Realized/unrealized (gain) loss on investments of Consolidated Funds
(58.1)
(262.7)
Realized/unrealized (gain) loss from loans payable of Consolidated Funds
67.7
252.8
Purchases of investments by Consolidated Funds
(4,993.8)
(2,321.1)
Proceeds from sales and settlements of investments by Consolidated Funds
3,694.7
1,693.8
Non-cash interest income, net
(16.7)
(21.2)
Change in cash and cash equivalents held at Consolidated Funds
(187.3)
(178.1)
Change in other receivables held at Consolidated Funds
(72.9)
(30.2)
Change in other liabilities held at Consolidated Funds
119.6
9.3
Purchases of investments
(213.8)
(221.3)
Proceeds from the sale of investments
333.3
338.4
Payments of contingent consideration
(4.0)
(68.6)
Changes in deferred taxes, net
98.3
(103.3)
Change in due from affiliates and other receivables
(40.1)
16.7
Change in deposits and other
(5.4)
(38.5)
Change in accounts payable, accrued expenses and other liabilities
15.4
(101.8)
Change in accrued compensation and benefits
(170.8)
(128.3)
Change in due to affiliates
(0.9)
(8.8)
Change in lease right-of-use assets and lease liabilities
(5.4)
(7.5)
Change in deferred revenue
238.1
290.0
Net cash used in operating activities
(406.7)
(49.2)
Cash flows from investing activities
Purchases of corporate treasury investments
(5.0)
(187.3)
Proceeds from corporate treasury investments
5.1
152.4
Purchases of fixed assets, net
(51.0)
(49.6)
Net cash used in investing activities
(50.9)
(84.5)
11
 
Nine Months Ended September 30,
 
2024
2023
Cash flows from financing activities
Borrowings under credit facilities
10.4
—
Repayments under credit facilities
(10.4)
—
Payments on CLO borrowings
(73.3)
(7.3)
Proceeds from CLO borrowings, net of financing costs
0.5
10.0
Net borrowings on loans payable of Consolidated Funds
1,220.5
777.2
Dividends to common stockholders
(377.8)
(371.4)
Payment of deferred consideration for Carlyle Holdings units
(68.8)
(68.8)
Contributions from non-controlling interest holders
219.2
99.0
Distributions to non-controlling interest holders
(73.0)
(99.7)
Common shares repurchased and net share settlement of equity awards
(478.8)
(203.7)
Change in due to/from affiliates financing activities
2.2
(82.7)
Net cash provided by financing activities
370.7
52.6
Effect of foreign exchange rate changes
23.7
(8.2)
Decrease in cash, cash equivalents and restricted cash
(63.2)
(89.3)
Cash, cash equivalents and restricted cash, beginning of period
1,442.1
1,361.5
Cash, cash equivalents and restricted cash, end of period
$1,378.9
$1,272.2
Supplemental non-cash disclosures
Net asset impact of deconsolidation of Consolidated Funds
$(44.9)
$(110.4)
Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents
$1,376.8
$1,267.7
Restricted cash
2.1
4.5
Total cash, cash equivalents and restricted cash, end of period
$1,378.9
$1,272.2
Cash and cash equivalents held at Consolidated Funds
$488.5
$352.3
See accompanying notes.
12
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. Organization and Basis of Presentation
Carlyle is one of the world’s largest global investment firms that deploys private capital across its business and conducts
its operations through three reportable segments: Global Private Equity, Global Credit and Global Investment Solutions (see
Note 15, Segment Reporting). In the Global Private Equity segment, Carlyle advises buyout, growth, real estate, infrastructure
and natural resources funds. The primary areas of focus for the Global Credit segment are liquid credit, private credit, real
assets credit, and other credit such as insurance solutions, platform initiatives, and capital markets. The Global Investment
Solutions segment provides investment opportunities and resources for investors and clients through secondary purchases and
financing of existing portfolios, managed co-investment programs and primary fund investments. Carlyle typically serves as the
general partner, investment manager or collateral manager, making day-to-day investment decisions concerning the assets of
these products.
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of the Company and its
consolidated subsidiaries. In addition, certain Carlyle-affiliated funds, related co-investment entities and certain CLOs managed
by the Company (collectively the “Consolidated Funds”) have been consolidated in the accompanying financial statements
pursuant to accounting principles generally accepted in the United States (“U.S. GAAP”), as described in Note 2, Summary of
Significant Accounting Policies. The consolidation of the Consolidated Funds generally has a gross-up effect on assets,
liabilities and cash flows, and generally has no effect on the net income attributable to the Company. The economic ownership
interests of the other investors in the Consolidated Funds are reflected as non-controlling interests in consolidated entities in the
accompanying condensed consolidated financial statements (see Note 2, Summary of Significant Accounting Policies).
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for
interim financial information. These statements, including notes, have not been audited, exclude some of the disclosures
required for annual financial statements, and should be read in conjunction with the audited consolidated financial statements
included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities
and Exchange Commission (“SEC”) on February 22, 2024. The operating results presented for interim periods are not
necessarily indicative of the results that may be expected for any other interim period or for the entire year. In the opinion of
management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals,
which are necessary for the fair presentation of the financial condition and results of operations for the interim periods
presented.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The Company consolidates all entities that it controls either through a majority voting interest or as the primary
beneficiary of variable interest entities (“VIEs”).
The Company evaluates (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3)
whether the Company’s involvement would make it the primary beneficiary. In evaluating whether the Company holds a
variable interest, fees (including management fees, incentive fees and performance allocations) that are customary and
commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity
that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable
interests. The Company considers all economic interests, including indirect interests, to determine if a fee is considered a
variable interest.
For those entities where the Company holds a variable interest, the Company determines whether each of these entities
qualifies as a VIE and, if so, whether or not the Company is the primary beneficiary. The assessment of whether the entity is a
VIE is generally performed qualitatively, which requires judgment. These judgments include: (a) determining whether the
equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial
support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the economic
performance of the entity, (c) determining whether two or more parties’ equity interests should be aggregated, and (d)
13
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to
receive returns from an entity.
For entities that are determined to be VIEs, the Company consolidates those entities where it has concluded it is the
primary beneficiary. The primary beneficiary is defined as the variable interest holder with (a) the power to direct the activities
of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity
or the right to receive benefits from the entity that could potentially be significant to the VIE. In evaluating whether the
Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly or indirectly
by the Company.
As of September 30, 2024, assets and liabilities of the consolidated VIEs reflected in the condensed consolidated balance
sheets were $8.2 billion and $7.0 billion, respectively. As of December 31, 2023, assets and liabilities of the consolidated VIEs
reflected in the consolidated balance sheets were $7.8 billion and $6.9 billion, respectively. Except to the extent of the
consolidated assets of the VIEs, the holders of the consolidated VIEs’ liabilities generally do not have recourse to the Company. 
The Company’s Consolidated Funds are primarily CLOs, which are VIEs that issue loans payable that are backed by
diversified collateral asset portfolios consisting primarily of loans or structured debt. In exchange for managing the collateral
for the CLOs, the Company earns investment management fees, including in some cases subordinated management fees and
contingent incentive fees. In cases where the Company consolidates the CLOs (primarily because of a retained interest that is
significant to the CLO), those management fees and contingent incentive fees have been eliminated as intercompany
transactions. As of September 30, 2024, the Company held $220.8 million of investments in these CLOs which represents its
maximum risk of loss. The Company’s investments in these CLOs are generally subordinated to other interests in the entities
and entitle the Company to receive a pro rata portion of the residual cash flows, if any, from the entities. Investors in the CLOs
have no recourse against the Company for any losses sustained in the CLO structure. The Company’s Consolidated Funds also
include certain investment funds in the Global Private Equity segment that are accounted for as consolidated VIEs due to the
Company providing financing to bridge investment purchases. As of September 30, 2024, the Company held $353.9 million of
notes receivable and investments related to these investment funds which represents its maximum risk of loss. The Company’s
Consolidated Funds also include certain funds in the Global Credit and Global Investment Solutions segments that are
accounted for as consolidated VIEs due to the Company having a significant indirect interest in these funds via the Company’s
investment in Fortitude (see Note 4, Investments).
Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities. Under the voting
interest entity model, the Company consolidates those entities it controls through a majority voting interest.
All significant inter-entity transactions and balances of entities consolidated have been eliminated.
Investments in Unconsolidated Variable Interest Entities
The Company holds variable interests in certain VIEs that are not consolidated because the Company is not the primary
beneficiary, including its investments in certain credit vehicles and certain AlpInvest vehicles, as well as its strategic investment
in NGP Management Company, L.L.C. (“NGP Management” and, together with its affiliates, “NGP”). Refer to Note 4,
Investments, for information on the strategic investment in NGP. The Company’s involvement with such entities is in the form
of direct or indirect equity interests and fee arrangements. The maximum exposure to loss represents the loss of assets
recognized by the Company relating to its variable interests in these unconsolidated entities.
The assets recognized in the Company’s condensed consolidated balance sheets related to the Company’s variable
interests in these non-consolidated VIEs were as follows:
 
As of
 
September 30,
2024
December 31,
2023
 
(Dollars in millions)
Investments
$1,047.9
$1,118.4
Accrued performance allocations
586.6
492.3
Management fee receivables
99.9
65.1
Total
$1,734.4
$1,675.8
14
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
These amounts represent the Company’s maximum exposure to loss related to the unconsolidated VIEs as of
September 30, 2024 and December 31, 2023.
Basis of Accounting
The accompanying financial statements are prepared in accordance with U.S. GAAP. Management has determined that
the Company’s Funds are investment companies under U.S. GAAP for the purposes of financial reporting. U.S. GAAP for an
investment company requires investments to be recorded at estimated fair value and the unrealized gains and/or losses in an
investment’s fair value are recognized on a current basis in the statements of operations. Additionally, the Funds do not
consolidate their majority-owned and controlled investments (the “Portfolio Companies”). In the preparation of these
condensed consolidated financial statements, the Company has retained the specialized accounting for the Funds.
All of the investments held and notes issued by the Consolidated Funds are presented at their estimated fair values in the
Company’s condensed consolidated balance sheets. Interest and other income of the Consolidated Funds, interest expense and
other expenses of the Consolidated Funds, and net investment income (losses) of Consolidated Funds are included in the
Company’s condensed consolidated statements of operations.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and
estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting
period. Management’s estimates are based on historical experiences and other factors, including expectations of future events
that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the
process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and
their resulting impact on performance allocations and incentive fees involve a higher degree of judgment and complexity and
these assumptions and estimates may be significant to the condensed consolidated financial statements and the resulting impact
on performance allocations and incentive fees. Actual results could differ from these estimates and such differences could be
material.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is
recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to
which the Company expects to be entitled in exchange for those goods or services. ASC 606 includes a five-step framework
that requires an entity to: (i) identify the contract(s) with a customer, which includes assessing the collectability of the
consideration to which it will be entitled in exchange for the goods or services transferred to the customer, (ii) identify the
performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the
performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation.
The Company accounts for performance allocations that represent a performance-based capital allocation from fund
limited partners to the Company (commonly known as “carried interest”) as earnings from financial assets within the scope of
ASC 323, Investments—Equity Method and Joint Ventures, and therefore are not in the scope of ASC 606. In accordance with
ASC 323, the Company records equity method income (losses) as a component of investment income based on the change in its
proportionate claim on net assets of the investment fund, including performance allocations, assuming the investment fund was
liquidated as of each reporting date pursuant to each fund’s governing agreements. See Note 4, Investments, for additional
information on the components of investments and investment income. Performance fees that do not meet the definition of
performance-based capital allocations are in the scope of ASC 606 and are included in incentive fees in the condensed
consolidated statements of operations. The calculation of unrealized performance revenues utilizes investment valuations of the
funds’ underlying investments, which are derived using the policies, methodologies and templates prepared by the Company’s
valuation group, as described in Note 3, Fair Value Measurement.
While the determination of who is the customer in a contractual arrangement will be made on a contract-by-contract
basis, the customer will generally be the investment fund for the Company’s significant management and advisory contracts.
The customer determination impacts the Company’s analysis of the accounting for contract costs. 
15
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Fund Management Fees
The Company provides management services to funds in which it holds a general partner interest or to funds or certain
portfolio companies with which it has an investment advisory or investment management agreement. The Company considers
the performance obligations in its contracts with its funds to be the promise to provide (or to arrange for third parties to provide)
investment management services related to the management, policies and operations of the funds.
As it relates to the Company’s performance obligation to provide investment management services, the Company
typically satisfies this performance obligation over time as the services are rendered, since the funds simultaneously receive and
consume the benefits provided as the Company performs the service. The transaction price is the amount of consideration to
which the Company expects to be entitled in exchange for transferring the promised services to the funds. Management fees
earned from each investment management contract over the contract life represent variable consideration because the
consideration the Company is entitled to varies based on fluctuations in the basis for the management fee, for example fund net
asset value (“NAV”) or assets under management (“AUM”). Given that the management fee basis is susceptible to market
factors outside of the Company’s influence, management fees are constrained and, therefore, estimates of future period
management fees are generally not included in the transaction price. Revenue recognized for the investment management
services provided is generally the amount determined at the end of the period because that is when the uncertainty for that
period is resolved.
For closed-end carry funds in the Global Private Equity segment, management fees generally range from 1.0% to 2.0% of
limited partners’ capital commitments during the fund’s commitment period. For closed-end carry funds in the Global Credit
segment, management fees generally range from 1.0% to 2.0% of limited partners’ invested capital. Following the expiration or
termination of the investment period, management fees generally are based on the lower of cost or fair value of invested capital
and the rate charged may also be reduced. These terms may vary for certain separately managed accounts, longer-dated carry
funds, and other closed-end funds. The Company will receive management fees during a specified period of time, which is
generally ten years from the initial closing date, or, in some instances, from the final closing date, but such termination date
may be earlier in certain limited circumstances or later if extended for successive one-year periods, typically up to a maximum
of two years. Depending upon the contracted terms of investment advisory or investment management and related agreements,
these fees are generally called semi-annually in advance and are recognized as earned over the subsequent six month period. 
For certain longer-dated carry funds and certain other closed-end funds, management fees are called quarterly over the life of
the funds.
Within the Global Credit segment, for CLOs and other structured products, management fees generally range from 0.4%
to 0.5% based on the total par amount of assets or the aggregate principal amount of the notes in the CLO and are generally due
quarterly in arrears based on the terms and recognized over the respective period. Management fees for the CLOs and other
structured products are governed by indentures and collateral management agreements. The Company will receive management
fees for the CLOs, generally five to ten years after issuance, including after the CLO redemption date until all eligible assets are
disposed of or at such time the collateral manager waives fees at its discretion. Management fees for the business development
companies are due quarterly in arrears at annual rates that range from 1.0% of capital under management to 1.5% of gross
assets, excluding cash and cash equivalents. Management fees for CTAC are due monthly in arrears at the annual rate of 1.0%
of the month-end value of the CTAC’s net assets. Carlyle Aviation Partners’ funds have varying management fee arrangements
depending on the strategy of the particular fund. Under the strategic advisory services agreement with Fortitude, the Company
earns a recurring management fee based on Fortitude’s general account assets, which adjusts within an agreed upon range based
on Fortitude’s overall profitability and is due quarterly in arrears. Managed accounts across the Global Credit segment have
varying management fee arrangements depending on the strategy of the particular account.
Management fees for the Company’s carry fund vehicles in the Global Investment Solutions segment generally range
from 0.25% to 1.5% of the vehicle’s capital commitments during the commitment fee period of the relevant fund. Following the
expiration of the commitment fee period, the management fees generally range from 0.25% to 1.5% on (i) the net invested
capital, (ii) the lower of cost or net asset value of the capital invested, or (iii) the net asset value for unrealized investments.
Management fees for the Global Investment Solutions carry fund vehicles are generally due quarterly in advance and
recognized over the related quarter. The investment advisers to the CAPM funds are entitled to receive a monthly management
fee equal to 1.25% on an annualized basis of the fund’s net asset value as of the last day of the month.
The Company also provides transaction advisory and portfolio advisory services to the portfolio companies, and where
covered by separate contractual agreements, recognizes fees for these services when the performance obligation has been
16
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
satisfied and collection is reasonably assured. The Company is generally required to offset its fund management fees earned
from the funds that have invested in the portfolio companies to which the service has been provided by a percentage of the
transaction and advisory fees allocable to those funds. This amount is referred to as the “rebate offset,” and is generally 100%.
Transaction and advisory fees allocable to funds that do not pay fund management fees do not have a rebate offset. The
Company also recognizes underwriting fees from the Company’s loan syndication and capital markets business, Carlyle Global
Capital Markets. Fund management fees include transaction and portfolio advisory fees, as well as capital markets fees, of
$25.1 million and $9.4 million for the three months ended September 30, 2024 and 2023, respectively, and $75.1 million and
$39.3 million for the nine months ended September 30, 2024 and 2023, respectively, net of rebate offsets as defined in the
respective fund limited partnership agreements.
Fund management fees exclude the reimbursement of any partnership expenses paid by the Company on behalf of the
Carlyle funds pursuant to the limited partnership agreements, including amounts related to the pursuit of actual, proposed, or
unconsummated investments, professional fees, expenses associated with the acquisition, holding and disposition of
investments, and other fund administrative expenses. For the professional fees that the Company arranges for the investment
funds, the Company concluded that the nature of its promise is to arrange for the services to be provided and it does not control
the services provided by third parties before they are transferred to the customer. Therefore, the Company concluded it is acting
in the capacity of an agent. Accordingly, the reimbursement for these professional fees paid on behalf of the investment funds is
presented on a net basis in general, administrative and other expenses in the condensed consolidated statements of operations.
The Company also incurs certain costs, primarily employee travel and entertainment costs, employee compensation and
systems costs, for which it receives reimbursement from the investment funds in connection with its performance obligation to
provide investment and management services. For reimbursable travel, compensation and systems costs, the Company
concluded it controls the services provided by its employees and the resources used to develop applicable systems before they
are transferred to the customer and therefore is a principal. Accordingly, the reimbursement for these costs incurred by the
Company to manage the fund limited partnerships are presented on a gross basis in interest and other income in the condensed
consolidated statements of operations and the expense in general, administrative and other expenses or cash-based
compensation and benefits expenses in the condensed consolidated statements of operations.
Incentive Fees
In connection with management contracts from certain of its Global Credit funds, the Company is also entitled to receive
performance-based incentive fees when the return on assets under management exceeds certain benchmark returns or other
performance targets. In such arrangements, incentive fees are recognized when the performance benchmark has been achieved. 
Incentive fees are variable consideration because they are contingent upon the investment vehicle achieving stipulated
investment return hurdles. Investment returns are highly susceptible to market factors outside of the Company’s influence.
Accordingly, incentive fees are constrained until all uncertainty is resolved. Estimates of future period incentive fees are
generally not included in the transaction price because these estimates are constrained. The transaction price for incentive fees
is generally the amount determined at the end of each accounting period to which they relate because that is when the
uncertainty for that period is resolved, as these fees are not subject to clawback. 
Investment Income (Loss), including Performance Allocations
Investment income (loss) represents the unrealized and realized gains and losses resulting from the Company’s equity
method investments, including any associated general partner performance allocations, and other principal investments,
including CLOs.
General partner performance allocations consist of the allocation of profits from certain of the funds to which the
Company is entitled (commonly known as carried interest).
For closed-end carry funds in the Global Private Equity and Global Credit segments, the Company is generally entitled to
a 20% allocation (or approximately 2% to 12.5% for most of the Global Investment Solutions segment carry fund vehicles) of
the net realized income or gain as a carried interest after returning the invested capital, the allocation of preferred returns of
generally 7% to 9% and return of certain fund costs (generally subject to catch-up provisions as set forth in the fund limited
partnership agreement). These terms may vary on longer-dated funds, certain credit funds, and external co-investment vehicles.
Carried interest is recognized upon appreciation of the funds’ investment values above certain return hurdles set forth in each
respective partnership agreement. The Company recognizes revenues attributable to performance allocations based upon the
17
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
amount that would be due pursuant to the fund partnership agreement at each period end as if the funds were terminated at that
date. Accordingly, the amount recognized as investment income for performance allocations reflects the Company’s share of
the gains and losses of the associated funds’ underlying investments measured at their then-current fair values relative to the fair
values as of the end of the prior period. Because of the inherent uncertainty, these estimated values may differ significantly
from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the
difference could be material.
Carried interest is ultimately realized when: (i) an underlying investment is profitably disposed of, (ii) certain costs borne
by the limited partner investors have been reimbursed, (iii) the fund’s cumulative returns are in excess of the preferred return,
and (iv) the Company has decided to collect carry rather than return additional capital to limited partner investors. Realized
carried interest may be required to be returned by the Company in future periods if the fund’s investment values decline below
certain levels. When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously
recognized performance allocations are reversed. In all cases, each fund is considered separately in this regard, and for a given
fund, performance allocations can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s
investments at their then-current fair values, previously recognized and distributed carried interest would be required to be
returned, a liability is established for the potential giveback obligation. As of September 30, 2024 and December 31, 2023, the
Company accrued $43.9 million and $44.0 million, respectively, for giveback obligations.
Principal investment income (loss) is realized when the Company redeems all or a portion of its investment or when the
Company receives or is due cash income, such as dividends or distributions. Unrealized principal investment income (loss)
results from the Company’s proportionate share of the investee’s unrealized earnings, including changes in the fair value of the
underlying investment, as well as the reversal of unrealized gain (loss) at the time an investment is realized. As it relates to the
Company’s investments in NGP (see Note 4, Investments), principal investment income includes the compensation expense
associated with compensatory arrangements provided by the Company to employees of its equity method investee.
Interest Income
Interest income is recognized when earned. For debt securities representing non-investment grade beneficial interests in
securitizations, the effective yield is determined based on the estimated cash flows of the security. Changes in the effective
yield of these securities due to changes in estimated cash flows are recognized on a prospective basis as adjustments to interest
income in future periods. Interest income earned by the Company is included in interest and other income in the accompanying
condensed consolidated statements of operations. Interest income of the Consolidated Funds was $158.0 million and $135.2
million for the three months ended September 30, 2024 and 2023, respectively, and $449.9 million and $367.1 million for the
nine months ended September 30, 2024 and 2023, respectively, and is included in interest and other income of Consolidated
Funds in the accompanying condensed consolidated statements of operations.
Credit Losses
The Company measures all expected credit losses for financial assets held at the reporting date in accordance with ASC
326, Financial Instruments—Credit Losses, based on historical experience, current conditions, and reasonable and supportable
forecasts. The Company assesses the collection risk characteristics of the outstanding amounts in its due from affiliates balance
into the following pools of receivables:
•Reimbursable fund expenses receivables,
•Management fee receivables,
•Incentive fee receivables,
•Transaction fee receivables,
•Portfolio fee receivables, and
•Notes receivable.
The Company generally utilizes either historical credit loss information or discounted cash flows to calculate expected
credit losses for each pool. The Company’s receivables are predominantly with its investment funds, which have low risk of
credit loss based on the Company’s historical experience. Historical credit loss data may be adjusted for current conditions and
reasonable and supportable forecasts, including the Company’s expectation of near-term realization based on the liquidity of the
affiliated investment funds.
18
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Compensation and Benefits
Cash-Based Compensation and Benefits – Cash-based compensation and benefits includes salaries, bonuses
(discretionary awards and guaranteed amounts), performance payment arrangements and benefits paid and payable to Carlyle
employees. Bonuses are accrued over the service period to which they relate.
Equity-Based Compensation – Compensation expense relating to the issuance of equity-based awards is measured at fair
value on the grant date. The compensation expense for awards that vest over a future service period is recognized over the
relevant service period on a straight-line basis. The compensation expense for awards that do not require future service is
recognized immediately. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each
reporting period. The compensation expense for awards that contain performance conditions is recognized when it is probable
that the performance conditions will be achieved. The compensation expense for awards that contain market conditions is based
on a grant-date fair value that factors in the probability that the market conditions will be achieved and is recognized over the
requisite service period on a straight-line basis.
Certain equity-based awards contain dividend-equivalent rights, which are subject to the same terms and conditions,
including with respect to vesting and settlement, that apply to the related award. Dividend-equivalents are accounted for as a
reclassification from retained earnings to additional paid-in capital at the time dividends are declared and do not result in
incremental compensation expense.
Equity-based awards issued to non-employees are generally recognized as general, administrative and other expenses,
except to the extent they are recognized as part of the Company’s equity method earnings because they are issued to employees
of equity method investees.
The Company recognizes equity-based award forfeitures in the period they occur as a reversal of previously recognized
compensation expense for awards that vest based on service and/or performance conditions. The reduction in compensation
expense is determined based on the specific awards forfeited during that period.  Furthermore, the Company recognizes all
excess tax benefits and deficiencies as income tax benefit or expense in the condensed consolidated statements of operations.
For awards with a market condition (e.g., achievement of certain stock price hurdles) that are forfeited due to the market
condition not being achieved, the related equity-based compensation expense is not reversed.
Performance Allocations and Incentive Fee Related Compensation – A portion of the performance allocations and
incentive fees and certain other interests earned is due to employees and advisors of the Company. These amounts are
accounted for as profit sharing interests in compensation expense in a systematic and rational manner in conjunction with the
recognition of the related performance allocations and incentive fee revenue and, until paid, are recognized as a component of
the accrued compensation and benefits liability. The liability is measured assuming the hypothetical liquidation of the
associated funds’ underlying investments as of the measurement date. Accordingly, upon a reversal of performance allocations
or incentive fee revenue, the related compensation expense, if any, is also reversed. As any vesting requirement is accelerated
upon realization, the service period is not considered substantive when recording the liability based on the hypothetical
liquidation value. Effective December 31, 2023, the Company updated its compensation and incentives program, resulting in a
higher proportion of our performance allocations revenue being used to compensate its personnel; accordingly, Performance
allocations and incentive fee related compensation during the three and nine months ended September 30, 2024 will not
meaningfully compare to the three and nine months ended September 30, 2023. As of September 30, 2024 and December 31,
2023, the Company had recorded a liability of $4.9 billion and $4.3 billion, respectively, related to the portion of accrued
performance allocations and incentive fees due to employees and advisors, respectively, which was included in accrued
compensation and benefits in the accompanying condensed consolidated balance sheets.
Income Taxes
The Carlyle Group Inc. is a corporation for U.S. federal income tax purposes and thus is subject to U.S. federal, state and
local corporate income taxes. Tax positions taken by the Company are subject to periodic audit by U.S. federal, state, local and
foreign taxing authorities. The interim provision for income taxes is calculated using the discrete effective tax rate method as
allowed by ASC 740, Accounting for Income Taxes. The discrete method is applied when the application of the estimated
annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. In addition, the
discrete method treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on
that basis.
19
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred
tax assets and liabilities for the expected future consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial
statement reporting and the tax basis of assets and liabilities using enacted tax rates in effect for the period in which the
difference is expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the
period of the change in the provision for income taxes. Further, deferred tax assets are recognized for the expected realization of
available net operating loss and tax credit carry forwards. A valuation allowance is recorded on the Company’s gross deferred
tax assets when it is “more likely than not” that such asset will not be realized. When evaluating the realizability of the
Company’s deferred tax assets, all evidence, both positive and negative, is evaluated. Items considered in this analysis include
the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future
earnings. The Company accounts for the valuation allowance assessment on its deferred tax assets and without regard to the
Company’s potential future corporate alternative minimum tax (“CAMT”) status or global minimum tax status under the Pillar
Two Global Anti-Base Erosion (“GloBE”) model rules of the Organization for Economic Co-operation and Development
(“OECD”). Therefore, the Company accounts for CAMT and the global minimum tax in the period as incurred. Lastly, the
Company accounts for the tax on global intangible low-taxed income (“GILTI”) as incurred and therefore has not recorded
deferred taxes related to GILTI on its foreign subsidiaries.
Under U.S. GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is “more
likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state,
local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these
jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is
established, which is included in accounts payable, accrued expenses and other liabilities in the condensed consolidated
financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the
provision for income taxes. If recognized, the entire amount of unrecognized tax positions would be recorded as a reduction in
the provision for income taxes.
Non-controlling Interests
Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third-
party investors. These interests are adjusted for general partner allocations which occur during the reporting period. Any change
in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between
the controlling and non-controlling interests. Transaction costs incurred in connection with such changes in ownership of a
subsidiary are recorded as a direct charge to equity.
Earnings Per Common Share
The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share. Basic earnings
per common share is calculated by dividing net income (loss) attributable to the common shares of the Company by the
weighted-average number of common shares outstanding for the period. Diluted earnings per common share reflects the
assumed conversion of all dilutive securities. The Company applies the treasury stock method to determine the dilutive
weighted-average common shares outstanding for certain equity-based compensation awards. For certain equity-based
compensation awards that contain performance or market conditions, the number of contingently issuable common shares is
included in diluted earnings per common share based on the number of common shares, if any, that would be issuable under the
terms of the awards if the end of the reporting period were the end of the contingency period, if the result is dilutive.
Fair Value of Financial Instruments
The underlying entities that the Company manages and invests in (and in certain cases, consolidates) are primarily
investment companies which account for their investments at estimated fair value.
The fair value measurement accounting guidance under ASC Topic 820, Fair Value Measurement (“ASC 820”),
establishes a hierarchical disclosure framework which ranks the observability of market price inputs used in measuring financial
instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial
instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and
transparency of transactions between market participants. Financial instruments with readily available quoted prices, or for
20
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
which fair value can be measured from quoted prices in active markets, will generally have a higher degree of market price
observability and a lesser degree of judgment applied in determining fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs
used in the determination of fair values, as follows:
Level I – inputs to the valuation methodology are quoted prices available in active markets for identical
instruments as of the reporting date. The type of financial instruments in this category include unrestricted
securities, such as equities and derivatives, listed in active markets. The Company does not adjust the quoted price
for these instruments, even in situations where the Company holds a large position and a sale could reasonably
impact the quoted price.
Level II – inputs to the valuation methodology are other than quoted prices in active markets, which are either
directly or indirectly observable as of the reporting date. The types of financial instruments in this category
include less liquid and restricted securities listed in active markets, securities traded in other than active markets,
government and agency securities, and certain over-the-counter derivatives where the fair value is based on
observable inputs.
Level III – inputs to the valuation methodology are unobservable and significant to overall fair value
measurement. The inputs into the determination of fair value require significant management judgment or
estimation. The types of financial instruments in this category include investments in privately-held entities, non-
investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter
derivatives where the fair value is based on unobservable inputs. 
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such
cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is
based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the
significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to
the financial instrument.
In certain cases, debt and equity securities (including corporate treasury investments) are valued on the basis of prices
from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the
value of a particular investment, pricing services may use certain information with respect to transactions in such investments,
quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between
investments.
In the absence of observable market prices, the Company values its investments and its funds’ investments using
valuation methodologies applied on a consistent basis. For some investments little market activity may exist. Management’s
determination of fair value is then based on the best information available in the circumstances and may incorporate
management’s own assumptions and involve a significant degree of judgment, taking into consideration a combination of
internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for
which market prices are not observable include private investments in the equity and debt of operating companies and real
assets, CLO investments and CLO loans payable and fund investments. The valuation technique for each of these investments is
described below:
Investments in Operating Companies and Real Assets – The fair values of private investments in operating companies
and real assets are generally determined by reference to the income approach (including the discounted cash flow
method and the income capitalization method) and the market approach (including the comparable publicly traded
company method and the comparable transaction method). Valuations under these approaches are typically derived by
reference to investment-specific inputs (such as projected cash flows, earnings before interest, taxes, depreciation and
amortization (“EBITDA”), and net operating income) combined with market-based inputs (such as discount rates,
EBITDA multiples and capitalization rates). In many cases, the investment-specific inputs are unaudited at the time
received. Management may also adjust the market-based inputs to account for differences between the subject
investment and the companies, asset or investments used to derive the market-based inputs. Adjustments to observable
valuation measures are frequently made upon the initial investment to calibrate the initial investment valuation to
industry observable inputs. Such adjustments are made to align the investment to observable industry inputs for
21
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
differences in size, profitability, projected growth rates, geography, capital structure, and other factors as applicable.
The adjustments are then reviewed with each subsequent valuation to assess how the investment has evolved relative
to the observable inputs. Additionally, the investment may be subject to certain specific risks and/or development
milestones which are also taken into account in the valuation assessment. Option pricing models and similar tools may
also be considered but do not currently drive a significant portion of operating company or real asset valuations and are
used primarily to value warrants, derivatives, certain restrictions and other atypical investment instruments.
Credit-Oriented Investments – The fair values of credit-oriented investments (including corporate treasury
investments) are generally determined on the basis of prices between market participants provided by reputable dealers
or pricing services. In determining the value of a particular investment, pricing services may use certain information
with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in
comparable investments and various relationships between investments. Specifically, for investments in distressed debt
and corporate loans and bonds, the fair values are generally determined by valuations of comparable investments. In
some instances, the Company may utilize other valuation techniques, including the discounted cash flow method.
CLO Investments and CLO Loans Payable – The Company measures the financial liabilities of its consolidated CLOs
based on the fair value of the financial assets of its consolidated CLOs, as the Company believes the fair value of the
financial assets are more observable. The fair values of the CLO loan and bond assets are primarily based on
quotations from reputable dealers or relevant pricing services. In situations where valuation quotations are unavailable,
the assets are valued based on similar securities, market index changes, and other factors. The Company performs
certain procedures to ensure the reliability of the quotations from pricing services for its CLO assets and CLO
structured asset positions, which generally includes corroborating prices with a discounted cash flow analysis.
Generally, the loan and bond assets of the CLOs are not publicly traded and are classified as Level III. The fair values
of the CLO structured asset positions are determined based on both discounted cash flow analyses and third party
quotes. Those analyses consider the position size, liquidity, current financial condition of the CLOs, the third party
financing environment, reinvestment rates, recovery lags, discount rates and default forecasts and are compared to
broker quotations from market makers and third party dealers. 
The Company measures the CLO loan payables held by third party beneficial interest holders on the basis of the fair
value of the financial assets of the CLO and the beneficial interests held by the Company. The Company continues to
measure the CLO loans payable that it holds at fair value based on relevant pricing services or discounted cash flow
analyses, as described above.
Fund Investments – The Company’s primary and secondary investments in external funds are generally valued as its
proportionate share of the most recent net asset value provided by the third-party general partners of the underlying
fund partnerships, adjusted for subsequent cash flows received from or distributed to the underlying fund partnerships.
The Company also adjusts for any changes in the market prices of public securities held by the underlying fund
partnerships and may also apply a market adjustment to reflect the estimated change in the fair value of the underlying
fund partnerships’ non-public investments from the date of the most recent net asset value provided by the third-party
general partners.
Investment professionals with responsibility for the underlying investments are responsible for preparing the investment
valuations pursuant to the policies, methodologies and templates prepared by the Company’s valuation group, which is a team
made up of dedicated valuation professionals reporting to the Company’s chief accounting officer. The valuation group is
responsible for maintaining the Company’s valuation policy and related guidance, templates and systems that are designed to be
consistent with the guidance found in ASC 820. These valuations, inputs and preliminary conclusions are reviewed by the fund
management teams. The valuations are then reviewed and approved by the respective fund valuation subcommittees, which
include the respective fund head(s), segment head, chief financial officer and chief accounting officer, as well as members of
the valuation group. The valuation group compiles the aggregate results and significant matters and presents them for review
and approval by the global valuation committee, which includes the Company’s Chief Executive Officer, Chief Risk Officer,
Chief Financial Officer, Chief Accounting Officer, and the business segment heads, and observed by the Chief Compliance
Officer, the director of Internal Audit, the Company’s Audit Committee and others. Additionally, each quarter a sample of
valuations are reviewed by external valuation firms. Valuations of the funds’ investments are used in the calculation of accrued
performance allocations, or “carried interest.”
22
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Investments, at Fair Value
Investments include (i) the Company’s ownership interests (typically general partner interests) in the Funds, including the
Company’s investment in Fortitude (which are accounted for as equity method investments), (ii) the Company’s investment in
NGP (which is accounted for as an equity method investment), (iii) the investments held by the Consolidated Funds (which are
presented at fair value in the Company’s condensed consolidated financial statements), and (iv) certain credit-oriented
investments, including investments in the CLOs and the preferred securities of Carlyle Secured Lending, Inc. (“CSL,” formerly
known as “TCG BDC, Inc.,” the preferred securities of which are referred to as the “BDC Preferred Shares”) (which are
accounted for as trading securities).
Upon the sale of a security or other investment, the realized net gain or loss is computed on a weighted average cost
basis, with the exception of the investments held by the CLOs, which compute the realized net gain or loss on a first in, first out
basis. Securities transactions are recorded on a trade date basis.
Equity Method Investments
The Company accounts for all investments in which it has or is otherwise presumed to have significant influence,
including investments in the unconsolidated Funds and the Company’s investment in NGP, using the equity method of
accounting. The carrying value of equity method investments is determined based on amounts invested by the Company,
adjusted for the equity in earnings or losses of the investee (including performance allocations) allocated based on the
respective partnership agreement, less distributions received. The Company evaluates its equity method investments for
impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be
recoverable.
Cash and Cash Equivalents
Cash and cash equivalents include cash held at banks and cash held for distributions, including investments with original
maturities of less than three months when purchased. The Company is subject to credit risk should a financial institution be
unable to fulfil its obligations and if balances held at a financial institution exceed insured limits.
Cash and Cash Equivalents Held at Consolidated Funds
Cash and cash equivalents held at Consolidated Funds consists of cash and cash equivalents held by the Consolidated
Funds, which, although not legally restricted, is not available to fund the general liquidity needs of the Company.
Restricted Cash
Restricted cash primarily represents cash held by the Company’s foreign subsidiaries due to certain government
regulatory capital requirements as well as certain amounts held on behalf of Carlyle funds.
Corporate Treasury Investments
Corporate treasury investments represent investments in U.S. Treasury and government agency obligations, commercial
paper, certificates of deposit, other investment grade securities and other investments with original maturities of greater than
three months when purchased. These investments are accounted for as trading securities in which changes in the fair value of
each investment are recorded through investment income (loss). Any interest earned on debt investments is recorded through
interest and other income.
Derivative Instruments
The Company uses derivative instruments primarily to reduce its exposure to changes in foreign currency exchange rates. 
Derivative instruments are recognized at fair value in the condensed consolidated balance sheets with changes in fair value
recognized in the condensed consolidated statements of operations for all derivatives not designated as hedging instruments.
23
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Securities Sold Under Agreements to Repurchase
As it relates to certain European CLOs sponsored by the Company, securities sold under agreements to repurchase
(“repurchase agreements”) are accounted for as collateralized financing transactions. The Company provides securities to
counterparties to collateralize amounts borrowed under repurchase agreements on terms that permit the counterparties to
repledge or resell the securities to others. As of September 30, 2024, $272.3 million of securities were transferred to
counterparties under repurchase agreements and are included within investments in the condensed consolidated balance sheets.
Cash received under repurchase agreements is recognized as a liability within debt obligations in the condensed consolidated
balance sheets. See Note 6, Borrowings, for additional information.
Fixed Assets
Fixed assets consist of furniture, fixtures and equipment, leasehold improvements, computer hardware and software, and
fractional shares in corporate aircraft, and are stated at cost, less accumulated depreciation and amortization. Depreciation is
recognized on a straight-line method over the assets’ estimated useful lives, which for leasehold improvements are the lesser of
the lease terms or the life of the asset, and three to seven years for other fixed assets. Fixed assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Leases
The Company accounts for its leases in accordance with ASC 842, Leases, and recognizes a lease liability and right-of-
use (“ROU”) asset in the condensed consolidated balance sheet for contracts that it determines are leases or contain a lease. The
Company’s leases primarily consist of operating leases for office space in various countries around the world. The Company
also has operating leases for office equipment and vehicles, which are not significant. The Company does not separate non-
lease components from lease components for its office space and equipment operating leases and instead accounts for each
separate lease component and its associated non-lease component as a single lease component. ROU assets represent the
Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make
lease payments arising from the leases. The Company’s ROU assets and lease liabilities are recognized at lease commencement
based on the present value of lease payments over the lease term. Lease ROU assets include initial direct costs incurred by the
Company and are presented net of deferred rent and lease incentives. Absent an implicit interest rate in the lease, the Company
uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at
commencement in determining the present value of lease payments. The Company’s lease terms may include options to extend
or terminate the lease when it is reasonably certain that the Company will exercise those options. Lease expense for lease
payments is recognized on a straight-line basis over the lease term. Lease ROU assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
The Company does not recognize a lease liability or ROU asset on the balance sheet for short-term leases. Instead, the
Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is
defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to
purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a
short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases.
ROU assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable.
Intangible Assets and Goodwill
The Company’s intangible assets consist of acquired contractual rights to earn future fee income, including management
and advisory fees, customer relationships, and acquired trademarks. Finite-lived intangible assets are amortized over their
estimated useful lives, which range from four to eight years, and are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset may not be recoverable.
Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the
functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of
October 1 and between annual tests when events and circumstances indicate that impairment may have occurred.
24
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Deferred Revenue
Deferred revenue represents management fees and other revenue received prior to the balance sheet date, which has not
yet been earned. Deferred revenue also includes transaction and portfolio advisory fees received by the Company that are
required to offset fund management fees pursuant to the related fund agreements.
Accumulated Other Comprehensive Income (Loss)
The Company’s accumulated other comprehensive income (loss) is comprised of foreign currency translation adjustments
and gains and losses on defined benefit plans sponsored by AlpInvest. The components of accumulated other comprehensive
income (loss) as of September 30, 2024 and December 31, 2023 were as follows:
 
As of
 
September 30,
2024
December 31,
2023
 
(Dollars in millions)
Currency translation adjustments
$(262.2)
$(292.8)
Unrealized losses on defined benefit plans
(3.7)
(4.5)
Total
$(265.9)
$(297.3)
Foreign Currency Translation
Non-U.S. dollar denominated assets and liabilities are translated at period-end rates of exchange, and the condensed
consolidated statements of operations are translated at rates of exchange in effect throughout the period. Foreign currency gains
(losses) resulting from transactions outside of the functional currency of an entity of $(10.2) million and $19.6 million for the
three months ended September 30, 2024 and 2023, respectively, and $(9.2) million and $(2.8) million for the nine months ended
September 30, 2024 and 2023, respectively, are included in general, administrative and other expenses in the condensed
consolidated statements of operations.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial
Accounting Standards Board (“FASB”). ASUs not listed below were assessed and either determined to be not applicable or
expected to have minimal impact on the Company’s condensed consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting–Improvements to Reportable Segment
Disclosures, which requires, among other things, disclosure of significant segment expense categories and amounts for each
reportable segment on an interim and annual basis. The guidance is effective for fiscal years beginning after December 15,
2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does
not expect the impact of this guidance to be material to its condensed consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure, which requires disclosure
of disaggregated information about a reporting entity’s effective tax rate reconciliation, using both percentages and reporting
currency amounts for specific standardized categories, as well as disclosure of income taxes paid disaggregated by jurisdiction.
The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company
does not expect the impact of this guidance to be material to its condensed consolidated financial statements.
25
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
3. Fair Value Measurement
The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis by the
fair value hierarchy levels as disclosed in Note 2, Summary of Significant Accounting Policies, as of September 30, 2024:
(Dollars in millions)
Level I
Level II
Level III
Total
Assets
Investments of Consolidated Funds(1):
Equity securities(2)
$—
$—
$486.9
$486.9
Bonds
—
—
503.1
503.1
Loans
—
—
5,920.5
5,920.5
—
—
6,910.5
6,910.5
Investments in CLOs and other:
Investments in CLOs
—
—
464.5
464.5
Other investments(3)
41.8
21.5
53.4
116.7
41.8
21.5
517.9
581.2
Foreign currency forward contracts
—
1.7
—
1.7
Subtotal
$41.8
$23.2
$7,428.4
$7,493.4
Investments measured at net asset value
527.0
Total
$8,020.4
Liabilities
Loans payable of Consolidated Funds(4)(5)
$—
$—
$6,345.3
$6,345.3
Total
$—
$—
$6,345.3
$6,345.3
(1)This balance excludes $517.4 million of Investments of Consolidated Funds that are included in Investments measured at net asset
value, which relate to certain consolidated investment fund of funds in the Company’s Global Investment Solutions segment.
(2)This balance includes $371.9 million related to investments that have been bridged by the Company to investment funds and are
accounted for as consolidated VIEs as of September 30, 2024.
(3)The Level III balance excludes $56.2 million related to three corporate investments in equity securities which the Company has
elected to account for under the measurement alternative for equity securities without readily determinable fair values pursuant to
ASC 321, Investments–Equity Securities. As a non-recurring fair value measurement, the fair value of these equity securities is
excluded from the tabular Level III rollforward disclosures.
(4)Senior and subordinated notes issued by CLO vehicles are valued based on the more observable fair value of the CLO financial
assets, less (i) the fair value of any beneficial interest held by the Company and (ii) the carrying value of any beneficial interests that
represent compensation for services.
(5)Loans payable of Consolidated Funds balance excludes a $186.1 million revolving credit balance.
26
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis by the
above fair value hierarchy levels as of December 31, 2023:
(Dollars in millions)
Level I
Level II
Level III
Total
Assets
Investments of Consolidated Funds(1):
Equity securities(2)
$—
$—
$377.6
$377.6
Bonds
—
—
522.5
522.5
Loans
—
—
5,862.1
5,862.1
—
—
6,762.2
6,762.2
Investments in CLOs and other:
Investments in CLOs
—
—
532.6
532.6
Other investments(3)
38.7
42.8
84.6
166.1
Subtotal
$38.7
$42.8
$7,379.4
$7,460.9
Investments measured at net asset value
502.0
Total
$7,962.9
Liabilities
Loans payable of Consolidated Funds(4)(5)
$—
$—
$6,298.6
$6,298.6
Total
$—
$—
$6,298.6
$6,298.6
(1)This balance excludes $490.9 million of Investments of Consolidated Funds that are included in Investments measured at net asset
value, which relate to certain consolidated investment fund of funds in the Company’s Global Investment Solutions segment.
(2)This balance includes $322.0 million related to investments that have been bridged by the Company to investment funds and are
accounted for as consolidated VIEs as of December 31, 2023.
(3)The Level III balance excludes $50.4 million related to two corporate investments in equity securities which the Company has
elected to account for under the measurement alternative for equity securities without readily determinable fair values pursuant to
ASC 321, Investments–Equity Securities. As a non-recurring fair value measurement, the fair value of these equity securities is
excluded from the tabular Level III rollforward disclosures.
(4)Senior and subordinated notes issued by CLO vehicles are valued based on the more observable fair value of the CLO financial
assets, less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that
represent compensation for services.
(5)Loans payable of Consolidated Funds balance excludes a $177.9 million revolving credit balance and $10.0 million of senior notes
and subordinated notes.
 
27
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The changes in financial instruments measured at fair value for which the Company has used Level III inputs to
determine fair value are as follows (Dollars in millions):
Financial Assets
Three Months Ended September 30, 2024
 
Investments of Consolidated Funds
 
 
 
Equity
securities
Bonds
Loans
Investments in
CLOs
Other
investments
Total
Balance, beginning of period
$420.0
$489.5
$7,024.0
$494.6
$108.6
$8,536.7
Deconsolidation of funds(1)
—
(34.1)
(1,190.3)
2.3
—
(1,222.1)
Purchases
76.7
147.0
888.5
0.8
—
1,113.0
Sales and distributions
(1.2)
(123.1)
(310.9)
(51.1)
(8.2)
(494.5)
Settlements
—
—
(570.2)
—
—
(570.2)
Realized and unrealized gains (losses), net
Included in earnings
(8.6)
7.4
(33.4)
(2.7)
(47.0)
(84.3)
Included in other comprehensive income
—
16.4
112.8
20.6
—
149.8
Balance, end of period
$486.9
$503.1
$5,920.5
$464.5
$53.4
$7,428.4
Changes in unrealized gains (losses) included in earnings
related to financial assets still held at the reporting date
$(9.4)
$5.6
$(28.0)
$(3.6)
$(48.1)
$(83.5)
Changes in unrealized gains (losses) included in other
comprehensive income related to financial assets still held at
the reporting date
$—
$13.2
$96.7
$19.8
$—
$129.7
Financial Assets
Nine Months Ended September 30, 2024
 
Investments of Consolidated Funds
 
 
 
Equity
securities
Bonds
Loans
Investments in
CLOs
Other
investments
Total
Balance, beginning of period
$377.6
$522.5
$5,862.1
$532.6
$84.6
$7,379.4
Deconsolidation of funds(1)
—
(34.1)
(1,190.3)
2.3
—
(1,222.1)
Purchases
139.7
265.1
4,565.6
1.8
7.2
4,979.4
Sales and distributions
(11.3)
(265.9)
(1,841.6)
(111.6)
(9.1)
(2,239.5)
Settlements
—
—
(1,555.6)
—
—
(1,555.6)
Realized and unrealized gains (losses), net
Included in earnings
(19.1)
13.3
60.1
23.2
(29.3)
48.2
Included in other comprehensive income
—
2.2
20.2
16.2
—
38.6
Balance, end of period
$486.9
$503.1
$5,920.5
$464.5
$53.4
$7,428.4
Changes in unrealized gains (losses) included in earnings
related to financial assets still held at the reporting date
$(22.2)
$9.8
$9.1
$22.3
$(31.3)
$(12.3)
Changes in unrealized gains (losses) included in other
comprehensive income related to financial assets still held at
the reporting date
$—
$2.5
$19.6
$15.4
$—
$37.5
28
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Financial Assets
Three Months Ended September 30, 2023
Investments of Consolidated Funds
Equity
securities
Bonds
Loans
Investments in
CLOs
Other
investments
Total
Balance, beginning of period
$487.6
$548.4
$5,858.4
$538.1
$81.5
$7,514.0
Deconsolidation of funds(1)
(18.4)
—
—
—
—
(18.4)
Purchases
6.3
56.4
465.7
1.0
—
529.4
Sales and distributions
(109.0)
(116.2)
(422.7)
(16.7)
(0.9)
(665.5)
Settlements
—
—
(172.3)
—
—
(172.3)
Realized and unrealized gains (losses), net
Included in earnings
3.2
5.2
113.0
17.2
1.2
139.8
Included in other comprehensive income
—
(15.1)
(95.3)
(14.9)
—
(125.3)
Balance, end of period
$369.7
$478.7
$5,746.8
$524.7
$81.8
$7,201.7
Changes in unrealized gains (losses) included in earnings
related to financial assets still held at the reporting date
$(1.5)
$4.4
$117.0
$17.2
$0.3
$137.4
Changes in unrealized gains (losses) included in other
comprehensive income related to financial assets still held at
the reporting date
$—
$(12.7)
$(90.9)
$(14.9)
$—
$(118.5)
Financial Assets
Nine Months Ended September 30, 2023
 
Investments of Consolidated Funds
 
 
 
Equity
securities
Bonds
Loans
Investments in
CLOs
Other
investments
Total
Balance, beginning of period
$430.6
$594.9
$5,352.9
$526.1
$79.4
$6,983.9
Deconsolidation of funds(1)
(18.8)
—
(372.2)
—
—
(391.0)
Purchases
64.8
128.0
1,903.9
1.0
—
2,097.7
Sales and distributions
(109.0)
(244.5)
(857.7)
(37.4)
(2.6)
(1,251.2)
Settlements
—
(8.2)
(451.2)
—
—
(459.4)
Realized and unrealized gains (losses), net
Included in earnings
2.1
13.3
206.3
33.1
5.0
259.8
Included in other comprehensive income
—
(4.8)
(35.2)
1.9
—
(38.1)
Balance, end of period
$369.7
$478.7
$5,746.8
$524.7
$81.8
$7,201.7
Changes in unrealized gains (losses) included in earnings
related to financial assets still held at the reporting date
$(2.8)
$7.1
$184.6
$33.1
$2.4
$224.4
Changes in unrealized gains (losses) included in other
comprehensive income related to financial assets still held at
the reporting date
$—
$(5.1)
$(40.5)
$1.9
$—
$(43.7)
(1) As a result of the deconsolidation of three funds during each of the three and nine months ended September 30, 2024 and one fund during each
of the three and nine months ended September 30, 2023.
 
29
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Financial Liabilities
Loans Payable of Consolidated Funds
Three Months Ended September 30,
 
2024
2023
Balance, beginning of period
$7,623.4
$6,383.9
Deconsolidation of funds(1)
(1,269.3)
—
Borrowings
591.6
5.4
Paydowns
(707.9)
(2.0)
Sales
—
(156.2)
Realized and unrealized (gains) losses, net
Included in earnings
(27.5)
131.0
Included in other comprehensive income
135.0
(112.4)
Balance, end of period
$6,345.3
$6,249.7
Changes in unrealized (gains) losses included in earnings related to
financial liabilities still held at the reporting date
$(19.1)
$132.9
Changes in unrealized (gains) losses included in other comprehensive
income related to financial liabilities still held at the reporting date
$135.2
$(112.1)
Financial Liabilities
Loans Payable of Consolidated Funds
 
Nine Months Ended September 30,
 
2024
2023
Balance, beginning of period
$6,298.6
$5,491.6
Deconsolidation of funds(1)
(1,269.3)
—
Borrowings
4,138.5
875.2
Paydowns
(1,174.3)
(51.0)
Sales
(1,741.9)
(276.8)
Realized and unrealized (gains) losses, net
Included in earnings
67.7
252.7
Included in other comprehensive income
26.0
(42.0)
Balance, end of period
$6,345.3
$6,249.7
Changes in unrealized (gains) losses included in earnings related to
financial liabilities still held at the reporting date
$71.1
$225.5
Changes in unrealized (gains) losses included in other comprehensive
income related to financial liabilities still held at the reporting date
$30.2
$(36.1)
(1) As a result of the deconsolidation of three funds during each of the three and nine months ended September 30, 2024.
Realized and unrealized gains and losses included in earnings for Level III investments for investments in CLOs and
other investments are included in investment income (loss), and such gains and losses for investments of Consolidated Funds
and loans payable of the Consolidated Funds are included in net investment gains (losses) of Consolidated Funds in the
condensed consolidated statements of operations.
Gains and losses included in other comprehensive income for all Level III financial asset and liabilities are included in
accumulated other comprehensive loss and non-controlling interests in consolidated entities.
30
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes quantitative information about the Company’s Level III inputs as of September 30, 2024:
Fair Value at
Valuation Technique(s)
Unobservable Input(s)
Range
(Weighted Average)
(Dollars in millions)
September 30, 2024
Assets
Investments of Consolidated Funds:
Equity securities
$4.1
Consensus Pricing
Indicative Quotes ($ per share)
0.00 - 130.17 (0.00)
416.3
Discounted Cash Flow
Discount Rates
10% - 12% (11%)
Terminal Growth Rate
0% - 7% (5%)
Comparable Multiple
EBITDA Multiple
7.5x - 23.9x (12.6x)
TCF Multiple
26.5x - 26.5x (26.5x)
10.2
Discounted Cash Flow
Discount Rates
17% - 17% (17%)
Constant Prepayment Rate
6% - 6% (6%)
Constant Default Rate
1% - 2% (1%)
Severity
60% - 60% (60%)
Recovery Rate
40% - 40% (40%)
56.3
Other(1)
N/A
N/A
Bonds
503.1
Consensus Pricing
Indicative Quotes (% of Par)
29 - 103 (92)
Loans
5,843.5
Consensus Pricing
Indicative Quotes (% of Par)
0 - 103 (97)
63.7
Discounted Cash Flow
Discount Rates
7% - 19% (13%)
7.0
Discounted Cash Flow
Discount Rates
16% - 16% (16%)
Constant Prepayment Rate
8% - 14% (11%)
Constant Default Rate
1% - 1% (1%)
Recovery Rate
0% - 0% (0%)
6.3
Other(1)
N/A
N/A
6,910.5
Investments in CLOs:
Senior secured notes
407.6
Consensus Pricing with
Discounted Cash Flow
Indicative Quotes (% of Par)
79 - 102 (99)
Discount Margins (Basis
Points)
108 - 1,500 (234)
Default Rates
2% - 2% (2%)
Recovery Rates
60% - 60% (60%)
Subordinated notes and preferred
shares
56.9
Consensus Pricing with
Discounted Cash Flow
Indicative Quotes (% of Par)
1 - 107 (37)
Discount Rates
9% - 35% (18%)
Default Rates
1% - 2% (2%)
Recovery Rates
60% - 60% (60%)
Other investments:
BDC preferred shares
50.3
Other(2)
Net Asset Value per Share
16.85 - 16.85 (16.85)
Aviation subordinated notes
3.1
Discounted Cash Flow
Discount Rates
21% - 21% (21%)
Total
$7,428.4
Liabilities
Loans payable of Consolidated Funds:
Senior secured notes
$6,171.6
Other(3)
N/A
N/A
Subordinated notes and preferred
shares
163.5
Consensus Pricing with
Discounted Cash Flow
Indicative Quotes (% of Par)
11 - 89 (54)
Discount Rates
5% - 35% (14%)
Default Rates
1% - 2% (2%)
Recovery Rates
60% - 60% (60%)
10.2
Other(1)
N/A
N/A
Total
$6,345.3
31
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
(1)Fair value approximates transaction price that was in close proximity to the reporting date.
(2)The valuation technique for the investment in BDC preferred shares changed at September 30, 2024 due to a proposed merger between
CSL and another Carlyle-advised BDC (see Note 9, Related Party Transactions, for more information).
(3)Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets,
less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent
compensation for services.
The following table summarizes quantitative information about the Company’s Level III inputs as of December 31, 2023:
Fair Value at
Valuation Technique(s)
Unobservable Input(s)
Range
(Weighted Average)
(Dollars in millions)
December 31, 2023
Assets
Investments of Consolidated Funds:
Equity securities
$3.3
Consensus Pricing
Indicative Quotes ($ per share)
0.00 - 208.38 (0.11)
366.5
Discounted Cash Flow
Discount Rates
10% - 11% (10%)
Terminal Growth Rate
0% - 7% (5%)
Comparable Multiple
EBITDA Multiple
12.7x - 12.7x (12.7x)
TCF Multiple
24.3x - 24.3x (24.3x)
7.8
Other(1)
N/A
N/A
Bonds
522.5
Consensus Pricing
Indicative Quotes (% of Par)
30 - 105 (90)
Loans
5,829.3
Consensus Pricing
Indicative Quotes (% of Par)
0 - 102 (95)
11.0
Discounted Cash Flow
Discount Rates
7% - 16% (15%)
9.4
Discounted Cash Flow
Discount Rates
17% - 17% (17%)
Constant Prepayment Rate
8% - 8% (8%)
Constant Default Rate
1% - 1% (1%)
Recovery Rate
0% - 0% (0%)
Other
12.4
Other(1)
N/A
N/A
6,762.2
Investments in CLOs
Senior secured notes
472.2
Discounted Cash Flow with
Consensus Pricing
Indicative Quotes (% of Par)
72 - 101 (96)
Discount Margins (Basis
Points)
139 - 1,600 (319)
Default Rates
2% - 2% (2%)
Recovery Rates
60% - 60% (60%)
Subordinated notes and preferred
shares
59.4
Discounted Cash Flow with
Consensus Pricing
Indicative Quotes (% of Par)
6 - 90 (40)
Discount Rate
11% - 40% (21%)
Default Rates
1% - 2% (2%)
Recovery Rates
60% - 60% (60%)
1.0
Other(1)
N/A
N/A
Other investments:
BDC preferred shares
81.7
Market Yield Analysis
Market Yields
11% - 11% (11%)
Aviation subordinated notes
2.9
Discounted Cash Flow
Discount Rates
21% - 21% (21%)
Total
$7,379.4
Liabilities
Loans payable of Consolidated Funds:
Senior secured notes
$6,090.1
Other(2)
N/A
N/A
Subordinated notes and preferred
shares
190.0
Discounted Cash Flow with
Consensus Pricing
Indicative Quotes (% of Par)
16 - 103 (41)
Discount Rates
14% - 30% (21%)
Default Rates
2% - 2% (2%)
Recovery Rates
60% - 60% (60%)
18.5
Other(1)
N/A
N/A
Total
$6,298.6
32
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
(1)Fair value approximates transaction price that was in close proximity to the reporting date.
(2)Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets,
less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent
compensation for services.
The significant unobservable inputs used in the fair value measurement of investments of the Company’s consolidated
funds are indicative quotes. Significant decreases in indicative quotes in isolation would result in a significantly lower fair value
measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in CLOs and other
investments include indicative quotes, discount margins, discount rates, default rates, and recovery rates. Significant decreases
in indicative quotes or recovery rates in isolation would result in a significantly lower fair value measurement. Significant
increases in discount margins, discount rates or default rates in isolation would result in a significantly lower fair value
measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s loans payable of Consolidated
Funds are discount rates, default rates, recovery rates and indicative quotes. Significant increases in discount rates or default
rates in isolation would result in a significantly lower fair value measurement. Significant decreases in recovery rates or
indicative quotes in isolation would result in a significantly lower fair value measurement.
4. Investments
Investments consist of the following: 
 
As of
 
September 30,
2024
December 31,
2023
 
(Dollars in millions)
Accrued performance allocations
$7,210.8
$6,169.9
Principal equity method investments, excluding performance allocations
3,234.2
3,024.1
Principal investments in CLOs
464.5
532.6
Other investments
185.5
228.7
Total
$11,095.0
$9,955.3
Accrued Performance Allocations
The components of accrued performance allocations are as follows:
 
As of
 
September 30,
2024
December 31,
2023
 
(Dollars in millions)
Global Private Equity
$5,048.4
$4,310.7
Global Credit
476.6
323.4
Global Investment Solutions
1,685.8
1,535.8
Total
$7,210.8
$6,169.9
Approximately 17% of accrued performance allocations at September 30, 2024 was related to Carlyle Partners VII, L.P.,
one of the Company’s Global Private Equity funds.
None of the Company’s accrued performance allocations from an individual fund exceeded 10% of total accrued
performance allocations at December 31, 2023.
Accrued performance allocations are shown gross of the Company’s accrued performance allocations and incentive fee
related compensation (see Note 7, Accrued Compensation and Benefits), and accrued giveback obligations, which are
33
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
separately presented in the condensed consolidated balance sheets. The components of the accrued giveback obligations are as
follows:
 
As of
 
September 30,
2024
December 31,
2023
 
(Dollars in millions)
Global Private Equity
$(18.4)
$(18.4)
Global Credit
(25.5)
(25.6)
Total
$(43.9)
$(44.0)
Principal Equity-Method Investments, Excluding Performance Allocations
The Company’s principal equity method investments (excluding performance allocations) include its fund investments in
Global Private Equity, Global Credit, and Global Investment Solutions typically as general partner interests, and its investments
in Fortitude through a Carlyle-affiliated fund (included within Global Credit) and NGP (included within Global Private Equity),
which are not consolidated. Principal investments are related to the following segments:
 
As of
 
September 30,
2024
December 31,
2023
 
(Dollars in millions)
Global Private Equity(1)
$1,808.5
$1,798.3
Global Credit(2)
1,156.7
987.4
Global Investment Solutions
269.0
238.4
Total
$3,234.2
$3,024.1
(1)The balance includes $915.7 million and $916.2 million as of September 30, 2024 and December 31, 2023, respectively, related to
the Company’s equity method investments in NGP.
(2)The balance includes $741.5 million and $595.4 million as of September 30, 2024 and December 31, 2023, respectively, related to
the Company’s investment in Fortitude.
Investment in Fortitude
On November 13, 2018, the Company acquired a 19.9% interest in Fortitude Group Holdings, LLC (“Fortitude
Holdings”), a wholly owned subsidiary of American International Group, Inc. (“AIG”). Fortitude Holdings owns 100% of the
outstanding common shares of Fortitude Reinsurance Company Ltd., a Bermuda domiciled reinsurer (“Fortitude Re”). The
Company paid $381 million in cash at closing and paid $95 million in additional deferred consideration during the three months
ended March 31, 2024. In May 2020, the initial purchase price was adjusted upward by $99.5 million in accordance with the
purchase agreement as Fortitude Holdings chose not to distribute a planned non-pro rata dividend to AIG, of which the
Company paid $79.6 million in May 2020. The remaining $19.9 million was paid during the three months ended March 31,
2024.
On June 2, 2020, Carlyle FRL, L.P. (“Carlyle FRL”), a Carlyle-affiliated investment fund, and T&D United Capital Co.,
Ltd. (“T&D”), a strategic third-party investor, acquired a 51.6% ownership interest and 25.0% ownership interest, respectively,
in Fortitude Holdings from AIG. At closing, the Company contributed its existing 19.9% interest in Fortitude Holdings to
Carlyle FRL, such that Carlyle FRL held a 71.5% interest in Fortitude Holdings. Taken together, Carlyle FRL and T&D had
96.5% ownership of Fortitude Holdings. In October 2021, Carlyle FRL, T&D and an affiliate of AIG contributed the entirety of
their interest in Fortitude Holdings to FGH Parent, L.P. (“FGH Parent”), a newly-formed entity interposed as the direct parent
of Fortitude Holdings, in exchange for an equivalent ownership interest in FGH Parent. References to “Fortitude” prior to this
restructuring refer to Fortitude Holdings and refer to FGH Parent for subsequent periods.
In March 2022, the Company raised $2.0 billion in third-party equity capital from certain investors in Carlyle FRL and
T&D, and committed $100 million from the Company for additional equity capital in Fortitude. In May 2022, Fortitude called
$1.1 billion of the capital raise, reducing the Company’s indirect ownership of Fortitude from 19.9% to 13.5%. As a result of
34
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
the dilution, the Company recorded a reduction in the carrying value of its equity method investment and corresponding loss of
$176.9 million. In May 2023, Fortitude called the remaining $1 billion of the capital commitments and the Company’s indirect
ownership of Fortitude further decreased from 13.5% to 10.5%, resulting in an additional reduction in the carrying value and a
corresponding loss of $104.0 million. Effective October 2023, a third-party investor in Carlyle FRL received a distribution in
kind of its interest in FGH Parent held indirectly through the fund, reducing Carlyle FRL’s ownership in FGH Parent to 38.5%.
Following the additional capital contributions in 2022 and 2023, Carlyle FRL and its strategic third-party investors collectively
hold a 97.5% interest in FGH Parent. As of September 30, 2024, the carrying value of the Company’s investment in Carlyle
FRL, which is an investment company that accounts for its investment in Fortitude at fair value, was $741.5 million, relative to
equity invested of $679.6 million.
The Company has an asset management relationship with Fortitude pursuant to which Fortitude committed to allocate
assets in asset management strategies and vehicles of the Company and its affiliates. As of September 30, 2024, Fortitude, its
affiliates and certain Fortitude reinsurance counterparties have committed approximately $18.8 billion of capital to-date to
various Carlyle strategies. On April 1, 2022, the Company entered into a strategic advisory services agreement with certain
subsidiaries of Fortitude through Carlyle Insurance Solutions Management L.L.C. (“CISM”), an investment adviser. Under the
agreement, CISM provides Fortitude with certain services, including business development and growth, transaction origination
and execution, and capital management services in exchange for a recurring management fee based on Fortitude’s general
account assets, which adjusts within an agreed range based on Fortitude’s overall profitability. Third-party investors who
participated in the March 2022 capital raise also made a minority investment in CISM, which is reflected as non-controlling
interest in consolidated entities in the condensed consolidated financial statements.
Investment in NGP
The Company has equity interests in NGP Management Company, L.L.C. (“NGP Management”), the general partners of
certain carry funds advised by NGP, and principal investments in certain NGP funds as described below. The Company does
not control NGP and accounts for its investments in NGP under the equity method of accounting, and includes these
investments in the Global Private Equity segment.
The Company’s investments in NGP as of September 30, 2024 and December 31, 2023 are as follows:
As of
September 30,
2024
December 31,
2023
(Dollars in millions)
Investment in NGP Management
$373.3
$370.5
Investments in NGP general partners - accrued performance allocations
487.8
484.4
Principal investments in NGP funds
54.6
61.3
Total investments in NGP
$915.7
$916.2
Investment in NGP Management. The Company’s equity interests in NGP Management entitle the Company to an
allocation of income equal to 55.0% of the management fee related revenues of NGP Management, which serves as the
investment advisor to the NGP Energy Funds. Management fees are generally calculated as 1.0% to 2.0% of the limited
partners’ commitments during the fund’s investment period, and 0.5% to 2.0% based on the lower of cost or fair market value
of invested capital following the expiration or termination of the investment period. Management fee related revenues from
NGP Management are primarily driven by NGP XI, NGP XII, and NGP XIII during the three and nine months ended
September 30, 2024 and 2023.
The Company records investment income (loss) for its equity income allocation from NGP management fee related
revenues and also records its share of any allocated expenses from NGP Management, as well as expenses associated with the
compensatory elements of the investment. The net investment income (loss) recognized in the Company’s condensed
consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 were as follows:
35
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
 
(Dollars in millions)
Management fee related revenues from NGP Management
$20.8
$20.5
$57.3
$58.4
Expenses related to the investment in NGP Management
(3.5)
(3.5)
(10.5)
(11.0)
Net investment income from NGP Management
$17.3
$17.0
$46.8
$47.4
The Company assesses the remaining carrying value of its equity method investment for impairment whenever events or
circumstances indicate that the carrying value may not be recoverable, and considers factors including, but not limited to,
expected cash flows from its interest in future management fees and NGP’s ability to raise new funds.
Investment in the General Partners of NGP Carry Funds. The Company’s investment in the general partners of the NGP
Carry Funds entitle it to 47.5% (40.0% or 42.75% in the case of certain funds) of the performance allocations received by
certain current and future NGP fund general partners. The Company records its equity income allocation from NGP
performance allocations in principal investment income (loss) from equity method investments rather than performance
allocations in its condensed consolidated statements of operations. The Company recognized net investment earnings (losses)
related to these performance allocations of $14.9 million and $51.2 million for the three months ended September 30, 2024 and
2023, respectively, and $33.2 million and $87.7 million for the nine months ended September 30, 2024 and 2023, respectively.
Principal Investments in NGP Funds. The Company also holds principal investments in the NGP Carry Funds. The
Company recognized net investment earnings (losses) related to principal investment income (loss) in its condensed
consolidated statements of operations of $2.5 million and $6.7 million for the three months ended September 30, 2024 and
2023, respectively, and $5.2 million and $10.6 million for the nine months ended September 30, 2024 and 2023, respectively.
36
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Principal Investments in CLOs and Other Investments
Principal investments in CLOs as of September 30, 2024 and December 31, 2023 were $464.5 million and $532.6
million, respectively, and consisted of investments in CLO senior and subordinated notes. A portion of the Company’s principal
investments in CLOs is collateral to CLO term loans (see Note 6, Borrowings). As of September 30, 2024 and December 31,
2023, other investments include the Company’s investment in the BDC Preferred Shares at fair value of $50.3 million and
$81.7 million, respectively (see Note 9, Related Party Transactions).
Investment Income (Loss)
The components of investment income (loss) are as follows:
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
 
(Dollars in millions)
Performance allocations
Realized
$266.4
$49.1
$804.0
$614.8
Unrealized
1,519.1
(167.4)
1,022.7
(819.1)
1,785.5
(118.3)
1,826.7
(204.3)
Principal investment income (loss) from equity method
investments (excluding performance allocations)
Realized
38.1
177.8
135.5
181.9
Unrealized
65.4
(85.2)
71.6
(94.9)
103.5
92.6
207.1
87.0
Principal investment income (loss) from investments in CLOs and
other investments
Realized
(4.7)
0.5
4.5
0.4
Unrealized(1)
(52.8)
7.5
(4.4)
17.7
(57.5)
8.0
0.1
18.1
Total
$1,831.5
$(17.7)
$2,033.9
$(99.2)
(1)The three and nine months ended September 30, 2024 each include the reversal of $48.5 million of previously recorded unrealized
investment income on the BDC Preferred Shares (see Note 9, Related Party Transactions for more information). The nine months
ended September 30, 2024 and 2023 include investment gain (loss) of $5.3 million and $(13.3) million, respectively, associated
with the remeasurement of corporate investments, resulting from observable price changes pursuant to ASC 321, Investments–
Equity Securities.
The performance allocations included in revenues are derived from the following segments: 
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
 
(Dollars in millions)
Global Private Equity
$1,625.8
$(188.2)
$1,447.3
$(519.6)
Global Credit
58.7
45.3
170.0
116.4
Global Investment Solutions
101.0
24.6
209.4
198.9
Total
$1,785.5
$(118.3)
$1,826.7
$(204.3)
The following table summarizes the funds that are the primary drivers of performance allocations for the periods
presented and the total revenue recognized, including performance allocations as well as fund management fees and principal
investment income:
37
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
(Dollars in millions)
(Dollars in millions)
Global Private Equity
Carlyle Partners VII, L.P.
$1,228.8
Global Private Equity
Carlyle Partners VII, L.P.
$1,258.9
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
(Dollars in millions)
(Dollars in millions)
Global Private Equity
Carlyle Partners VI, L.P.
$(148.5)
Global Private Equity
Carlyle Partners VII, L.P.
$(374.9)
Global Private Equity
Carlyle Partners VII, L.P.
(112.0)
Global Private Equity
Carlyle Partners VI, L.P.
(202.0)
Carlyle’s income (loss) from its principal equity method investments consists of:
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
 
(Dollars in millions)
Global Private Equity
$58.0
$77.2
$124.1
$157.8
Global Credit
30.5
15.0
61.5
(79.4)
Global Investment Solutions
15.0
0.4
21.5
8.6
Total
$103.5
$92.6
$207.1
$87.0
Principal investment loss for Global Credit during the nine months ended September 30, 2023 includes an investment loss
of $104.0 million on the Company’s equity method investment in Carlyle FRL related to the dilution of the Company’s indirect
ownership in Fortitude from 13.5% to 10.5%.
Investments of Consolidated Funds
The Company consolidates the financial positions and results of operations of certain CLOs in which it is the primary
beneficiary. During the nine months ended September 30, 2024, the Company formed four new CLOs for which the Company
is the primary beneficiary. Investments in Consolidated Funds as of September 30, 2024 also include $371.9 million related to
investments that have been bridged by the Company to investment funds and are accounted for as consolidated VIEs.
There were no individual investments with a fair value greater than five percent of the Company’s total assets for any
period presented.
Interest and Other Income of Consolidated Funds
The components of interest and other income of Consolidated Funds are as follows:
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
 
(Dollars in millions)
Interest income from investments
$158.0
$135.2
$449.9
$367.1
Other income
22.1
17.5
60.7
44.6
Total
$180.1
$152.7
$510.6
$411.7
Net Investment Income (Loss) of Consolidated Funds
Net investment income (loss) of Consolidated Funds includes net realized gains (losses) from sales of investments and
unrealized gains (losses) resulting from changes in fair value of the Consolidated Funds’ investments. The components of Net
investment income (loss) of Consolidated Funds are as follows: 
38
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
 
(Dollars in millions)
Gains (losses) from investments of Consolidated Funds
$(24.9)
$121.6
$58.1
$262.7
Gains (losses) from liabilities of CLOs
27.4
(130.9)
(67.7)
(252.8)
Total
$2.5
$(9.3)
$(9.6)
$9.9
The following table presents realized and unrealized gains (losses) earned from investments of the Consolidated Funds:
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
 
(Dollars in millions)
Realized losses
$(4.5)
$(24.1)
$(49.1)
$(63.0)
Net change in unrealized gains (losses)
(20.4)
145.7
107.2
325.7
Total
$(24.9)
$121.6
$58.1
$262.7
5. Intangible Assets and Goodwill
The following table summarizes the carrying amount of intangible assets as of September 30, 2024 and December 31,
2023:
As of
September 30,
2024
December 31,
2023
(Dollars in millions)
Acquired contractual rights
$927.9
$924.1
Accumulated amortization
(361.4)
(262.0)
Finite-lived intangible assets, net
566.5
662.1
Goodwill
104.1
104.0
Intangible Assets, net
$670.6
$766.1
As discussed in Note 2, Summary of Significant Accounting Policies, the Company reviews its intangible assets for
impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable,
and considers factors including, but not limited to, expected cash flows from its interest in future management fees and the
ability to raise new funds. The Company recorded no impairment losses during any of the periods presented.
Intangible asset amortization expense was $32.7 million and $36.7 million for the three months ended September 30,
2024 and 2023, respectively, and $98.0 million and $102.4 million for the nine months ended September 30, 2024 and 2023,
respectively, and is included in general, administrative, and other expenses in the condensed consolidated statements of
operations. Certain intangible assets are held by entities of which the functional currency is not the U.S. dollar. Any
corresponding currency translation is recorded in accumulated other comprehensive income (loss).
The following table summarizes the expected amortization expense for 2024 through 2028 and thereafter (Dollars in
millions):
39
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Year ending December 31,
2024 (excluding the nine months ended September 30, 2024)
$33.0
2025
131.7
2026
131.6
2027
121.5
2028
114.4
Thereafter
34.3
$566.5
6. Borrowings
The Company borrows and enters into credit agreements for its general operating and investment purposes. The
Company’s debt obligations consist of the following:
 
September 30, 2024
December 31, 2023
 
Borrowing
Outstanding
Carrying
Value
Borrowing
Outstanding
Carrying
Value
(Dollars in millions)
CLO Borrowings  (See below)
$358.7
$355.8
$431.7
$426.4
3.500% Senior Notes Due 9/19/2029
425.0
422.8
425.0
422.5
5.625% Senior Notes Due 3/30/2043
600.0
600.5
600.0
600.6
5.650% Senior Notes Due 9/15/2048
350.0
346.5
350.0
346.4
4.625% Subordinated Notes Due 5/15/2061
500.0
485.4
500.0
485.1
Total debt obligations
$2,233.7
$2,211.0
$2,306.7
$2,281.0
Senior Credit Facility
As of September 30, 2024, the senior credit facility included $1.0 billion in a revolving credit facility. The Company’s
borrowing capacity is subject to the ability of the financial institutions in the banking syndicate to fulfill their respective
obligations under the revolving credit facility. The revolving credit facility is scheduled to mature on April 29, 2027, and
principal amounts outstanding under the revolving credit facility accrue interest, at the option of the borrowers, either (a) at an
alternate base rate plus an applicable margin not to exceed 0.50% per annum, or (b) at SOFR (or similar benchmark for non-
U.S. dollar borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50% per annum (at September 30,
2024, the interest rate was 5.95%). The Company made no borrowings under the revolving credit facility during the three and
nine months ended September 30, 2024 and there was no balance outstanding at September 30, 2024.
Global Credit Revolving Credit Facility
Certain subsidiaries of the Company are parties to a revolving line of credit, primarily intended to support certain lending
activities within the Global Credit segment. As currently amended, the Global Credit Revolving Credit Facility provides for a
revolving line of credit with a capacity of $300 million, which matures in September 2027, and a second revolving line of credit
with a capacity of $200 million, which matures in August 2025. The Company’s borrowing capacity is subject to the ability of
the financial institutions in the banking syndicate to fulfill their respective obligations under the Global Credit Revolving Credit
Facility. Principal amounts outstanding accrue interest at applicable SOFR or Eurocurrency rates plus an applicable margin of
2.00% or an alternate base rate plus an applicable margin of 1.00%. During the three months ended September 30, 2024, the
Company made no borrowings under the Global Credit Revolving Credit Facility. During the nine months ended September 30,
2024, the Company made borrowings of $5.0 million and €5.0 million, which were repaid during the period. As of
September 30, 2024, there was no borrowing outstanding under the Global Credit Revolving Credit Facility.
40
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
CLO Borrowings
For certain of the Company’s CLOs, the Company finances a portion of its investment in the CLOs through the proceeds
received from term loans and other financing arrangements with financial institutions. The Company’s outstanding CLO
borrowings consist of the following (Dollars in millions):
Formation Date
Borrowing
Outstanding
September 30, 2024
Borrowing
Outstanding
December 31, 2023
Maturity Date (1)
Interest Rate as of
September 30, 2024
February 28, 2017
$27.3
$39.9
September 21, 2029
6.32%
(2)
June 29, 2017
29.8
45.6
July 20, 2030
6.72%
(4)
December 6, 2017
29.3
41.1
January 15, 2031
7.02%
(5)
March 15, 2019
1.8
1.8
March 15, 2032
11.83%
(3)
August 20, 2019
4.0
4.0
August 15, 2032
8.56%
(3)
September 15, 2020
19.8
19.7
April 15, 2033
5.49%
(3)
January 8, 2021
20.7
20.6
January 15, 2034
6.40%
(3)
March 9, 2021
9.0
16.8
August 15, 2030
5.48%
(3)
March 30, 2021
18.1
18.6
March 15, 2032
5.44%
(3)
April 21, 2021
3.6
3.6
April 15, 2033
9.75%
(3)
May 21, 2021
13.6
15.5
November 17, 2031
5.21%
(3)
June 4, 2021
20.8
20.7
January 16, 2034
6.19%
(3)
June 10, 2021
1.3
1.3
November 17, 2031
6.68%
(3)
July 15, 2021
15.6
15.5
July 15, 2034
6.20%
(3)
July 20, 2021
20.8
20.6
July 20, 2031
6.17%
(3)
August 4, 2021
16.8
16.7
August 15, 2032
5.57%
(3)
October 27, 2021
24.2
24.0
October 15, 2035
6.31%
(3)
November 5, 2021
14.4
14.3
January 14, 2034
5.99%
(3)
January 6, 2022
20.9
20.7
February 15, 2035
6.21%
(3)
February 22, 2022
21.0
20.8
November 10, 2035
6.27%
(3)
July 13, 2022
—
17.5
N/A
N/A
(7)
October 25, 2022
—
18.1
N/A
N/A
(6)
September 5, 2023
7.4
14.3
August 28, 2031
5.49%
(3)
April 25, 2024
18.5
—
April 25, 2037
6.76%
(3)
$358.7
$431.7
(1)Maturity date is earlier of date indicated or the date that the CLO is dissolved.
(2)Incurs interest at EURIBOR plus applicable margins as defined in the agreement.
(3)Incurs interest at the average effective interest rate of each class of purchased securities plus 0.50% spread percentage.
(4)Incurs interest at SOFR plus 1.44%.
(5)Incurs interest at SOFR plus 1.72%.
(6)This term loan was fully repaid in April 2024.
(7)This term loan was fully repaid in July 2024.
The CLO term loans are secured by the Company’s investments in the respective CLO, have a general unsecured interest
in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity. Interest expense for
the three and nine months ended September 30, 2024 was $6.2 million and $19.2 million, respectively. Interest expense for the
three and nine months ended September 30, 2023 was $6.8 million and $17.8 million, respectively. The fair value of the
outstanding balance of the CLO term loans at September 30, 2024 approximated par value based on current market rates for
similar debt instruments. These CLO term loans are classified as Level III within the fair value hierarchy.
European CLO Financing - February 28, 2017
On February 28, 2017, a subsidiary of the Company entered into a financing agreement with several financial institutions
under which these financial institutions provided a €24.5 million term loan ($27.3 million at September 30, 2024) to the
Company. This term loan is secured by the Company’s investments in the retained notes in certain European CLOs that were
formed in 2014 and 2015. This term loan will mature on the earlier of September 21, 2029 or the date that the certain European
41
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
CLO retained notes have been redeemed. The Company may prepay the term loan in whole or in part at any time. Interest on
this term loan accrues at EURIBOR plus applicable margins (6.32% at September 30, 2024).
Master Credit Agreement - Term Loans
The Company assumed liabilities under master credit agreements previously entered into by CBAM under which a
financial institution provided term loans to CBAM for the purchase of eligible interests in CLOs (see Note 3 to the consolidated
financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023). Term
loans issued under these master credit agreements are secured by the Company’s investment in the respective CLO as well as
any senior management fee and subordinated management fee payable by each CLO. Term loans generally bear interest at
SOFR plus a weighted average spread over SOFR on the CLO notes, which is due quarterly. As of September 30, 2024, term
loans under these agreements had $59.1 million outstanding. The master credit agreements mature in July 2030 and January
2031, respectively.
CLO Repurchase Agreements
On February 5, 2019, the Company entered into a master credit facility agreement (the “Carlyle CLO Financing Facility”)
to finance a portion of the risk retention investments in certain European CLOs managed by the Company. Each transaction
entered into under the Carlyle CLO Financing Facility will bear interest at a rate based on the weighted average effective
interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of September 30,
2024, €182.3 million ($203.0 million) was outstanding under the Carlyle CLO Financing Facility. Additional borrowings may
be made on terms agreed upon by the Company and the counterparty subject to the terms and conditions of the Carlyle CLO
Financing Facility.
Each transaction entered into under the CLO Financing Facility provides for payment netting and, in the case of a default
or similar event with respect to the counterparty to the CLO Financing Facility, provides for netting across transactions.
Generally, upon a counterparty default, the Company can terminate all transactions under the CLO Financing Facility and offset
amounts it owes in respect of any one transaction against collateral, if any, or other amounts it has received in respect of any
other transactions under the CLO Financing Facility; provided, however, that in the case of certain defaults, the Company may
only be able to terminate and offset solely with respect to the transaction affected by the default. During the term of a
transaction entered into under the CLO Financing Facility, the Company will deliver cash or additional securities acceptable to
the counterparty if the securities sold are in default. Upon termination of a transaction, the Company will repurchase the
previously sold securities from the counterparty at a previously determined repurchase price. The CLO Financing Facility may
be terminated at any time upon certain defaults or circumstances agreed upon by the parties.
The repurchase agreements may result in credit exposure in the event the counterparty to the transaction is unable to
fulfill its contractual obligations. The Company minimizes the credit risk associated with these activities by monitoring
counterparty credit exposure and collateral values. Other than margin requirements, the Company is not subject to additional
terms or contingencies which would expose the Company to additional obligations based upon the performance of the securities
pledged as collateral.
The Company assumed liabilities under a master credit facility agreement previously entered into by CBAM (the
“CBAM CLO Financing Facility,” together with the Carlyle CLO Financing Facility, the “CLO Financing Facilities”) to
finance a portion of the risk retention investments in certain European CLOs managed by CBAM (see Note 3 to the
consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31,
2023). The maximum facility amount is €100.0 million, but may be expanded on such terms agreed upon by the Company and
the counterparty subject to the terms and conditions of the CBAM CLO Financing Facility. Each transaction entered into under
the CBAM CLO Financing Facility will bear interest at a rate based on the weighted average effective interest rate of each class
of securities that have been sold plus a spread to be agreed upon by the parties. As of September 30, 2024, €62.2 million
($69.3 million) was outstanding under the CBAM CLO Financing Facility.
42
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Senior Notes
Certain indirect subsidiaries of the Company have issued long term borrowings in the form of senior notes, on which
interest is payable semi-annually in arrears. The following table provides information regarding these senior notes (Dollars in
millions):
Interest Expense
Fair Value (1)
As of
Three Months Ended
September 30,
Nine Months Ended
September 30,
Aggregate
Principal
Amount
September
30, 2024
December
31, 2023
2024
2023
2024
2023
3.500% Senior Notes Due 9/19/2029 (2)
$425.0
$409.0
$401.9
$3.8
$3.8
$11.5
$11.5
5.625% Senior Notes Due 3/30/2043 (3)
600.0
613.7
594.6
8.4
8.4
25.3
25.3
5.650% Senior Notes Due 9/15/2048 (4)
350.0
357.3
336.0
4.9
4.9
14.9
14.9
$17.1
$17.1
$51.7
$51.7
(1)Including accrued interest. Fair value is based on indicative quotes and the notes are classified as Level II within the fair
value hierarchy.
(2)Issued in September 2019 at 99.841% of par.
(3)Issued $400.0 million in aggregate principal at 99.583% of par in March 2013. An additional $200.0 million in aggregate
principal was issued at 104.315% of par in March 2014, and is treated as a single class with the outstanding $400.0 million
in senior notes previously issued.
(4)Issued in September 2018 at 99.914% of par.
The issuers may redeem the senior notes, in whole at any time or in part from time to time, at a price equal to the greater
of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on any notes being redeemed discounted to the redemption date on a semiannual
basis at the Treasury Rate plus 40 basis points (30 basis points in the case of the 3.500% senior notes), plus in each case accrued
and unpaid interest on the principal amounts being redeemed.
Subordinated Notes
In May 2021, an indirect subsidiary of the Company issued $435.0 million aggregate principal amount of 4.625%
Subordinated Notes due May 15, 2061 (the “Subordinated Notes”), on which interest is payable quarterly accruing from May
11, 2021. In June 2021, an additional $65.0 million aggregate principal amount of these Subordinated Notes were issued and
are treated as a single series with the already outstanding $435.0 million aggregate principal amount. The Subordinated Notes
are unsecured and subordinated obligations of the issuer, and are fully and unconditionally guaranteed (the “Guarantees”),
jointly and severally, on a subordinated basis, by the Company, each of the Carlyle Holdings partnerships, and CG Subsidiary
Holdings L.L.C., an indirect subsidiary of the Company (collectively, the “Guarantors”). The Consolidated Funds are not
guarantors, and as such, the assets of the Consolidated Funds are not available to service the Subordinated Notes under the
Guarantee. The Subordinated Notes may be redeemed at the issuer’s option in whole at any time or in part from time to time on
or after June 15, 2026 at a redemption price equal to their principal amount plus any accrued and unpaid interest to, but
excluding, the date of redemption. If interest due on the Subordinated Notes is deemed no longer to be deductible in the U.S., a
“Tax Redemption Event,” the Subordinated Notes may be redeemed, in whole, but not in part, within 120 days of the
occurrence of such event at a redemption price equal to their principal amount plus accrued and unpaid interest to, but
excluding, the date of redemption. In addition, the Subordinated Notes may be redeemed, in whole, but not in part, at any time
prior to May 15, 2026, within 90 days of the rating agencies determining that the Subordinated Notes should no longer receive
partial equity treatment pursuant to the rating agency’s criteria, a “rating agency event,” at a redemption price equal to 102% of
their principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption.
As of September 30, 2024 and December 31, 2023, the fair value of the Subordinated Notes was $390.8 million and
$411.8 million, respectively. Fair value is based on active market quotes and the notes are classified as Level I within the fair
value hierarchy. For the three and nine months ended September 30, 2024, the Company incurred $5.8 million and $17.6
million, respectively, of interest expense on the Subordinated Notes. For the three and nine months ended September 30, 2023,
the Company incurred $5.9 million and $17.6 million, respectively, of interest expense on the Subordinated Notes.
43
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Debt Covenants
The Company is subject to various financial covenants under its loan agreements including, among other items,
maintenance of a minimum amount of management fee-earning assets. The Company is also subject to various non-financial
covenants under its loan agreements and the indentures governing its senior notes. The Company was in compliance with all
financial and non-financial covenants under its various loan agreements as of September 30, 2024.
Loans Payable of Consolidated Funds
Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the CLOs.
As of September 30, 2024 and December 31, 2023, the following borrowings were outstanding (Dollars in millions):
 
As of September 30, 2024
 
Borrowing
Outstanding
Fair Value
Weighted
Average
Interest Rate
 
Weighted
Average
Remaining
Maturity in
Years
Senior secured notes
$6,328.9
$6,171.6
6.42%
9.36
Subordinated notes
179.8
173.7
N/A
(4)
9.11
Revolving credit facilities(3)
186.1
186.1
6.80%
4.17
Total
$6,694.8
$6,531.4
 
 
As of December 31, 2023
 
Borrowing
Outstanding
Fair Value
Weighted
Average
Interest Rate
 
Weighted
Average
Remaining
Maturity in
Years
Senior secured notes(1)
$6,171.9
$6,097.9
6.32%
8.99
Subordinated notes(2)
173.5
210.7
N/A
(4)
9.16
Revolving credit facilities(3)
177.9
177.9
6.46%
5.05
Total
$6,523.3
$6,486.5
(1)Borrowing Outstanding and Fair Value as of December 31, 2023 includes $7.8 million of senior secured notes that are carried at par
value.
(2)Borrowing Outstanding and Fair Value as of December 31, 2023 includes $2.2 million of subordinated notes that are carried at par
value.
(3)Fair Value as of September 30, 2024 and December 31, 2023 reflects the amortized cost of outstanding revolving credit balances
which approximates fair value.
(4)The subordinated notes do not have contractual interest rates, but instead receive distributions from the excess cash flows of the
CLOs.
Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be used
to satisfy the liabilities of another. This collateral consisted of cash and cash equivalents, corporate loans, corporate bonds and
other securities. As of September 30, 2024 and December 31, 2023, the fair value of the CLO assets was $7.1 billion and $6.8
billion, respectively.
44
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
7. Accrued Compensation and Benefits
Accrued compensation and benefits consist of the following: 
 
As of
 
September 30,
2024
December 31,
2023
 
(Dollars in millions)
Accrued performance allocations and incentive fee related compensation
$4,924.3
$4,255.8
Accrued bonuses
237.6
498.2
Accrued pension liability
10.4
13.1
Other(1)(2)
262.5
155.1
Total
$5,434.8
$4,922.2
(1)Includes $17.0 million and $44.5 million of realized performance allocations and incentive fee related compensation not yet paid to
participants as of September 30, 2024 and December 31, 2023, respectively.
(2)Includes $139.2 million of realized performance allocations related compensation associated with the Company’s updated
compensation program (see Note 2, Summary of Significant Accounting Policies) not yet paid as of September 30, 2024.
The following table presents realized and unrealized performance allocations and incentive fee related compensation: 
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
 
(Dollars in millions)
Realized
$196.8
$40.4
$578.5
$337.5
Unrealized
954.2
(94.3)
643.9
(377.9)
Total
$1,151.0
$(53.9)
$1,222.4
$(40.4)
8. Commitments and Contingencies
Capital Commitments
The Company and its unconsolidated affiliates have unfunded commitments totaling $4.3 billion as of September 30,
2024, of which approximately $3.6 billion is subscribed individually by senior Carlyle professionals, advisors and other
professionals. In addition to these unfunded commitments, the Company may from time to time exercise its right to purchase
additional interests in its investment funds that become available in the ordinary course of their operations.
Under the Carlyle Global Capital Markets platform, certain subsidiaries of the Company may act as an underwriter,
syndicator or placement agent for security offerings and loan originations. The Company earns fees in connection with these
activities and bears the risk of the sale of such securities and placement of such loans, which may be longer dated. As of
September 30, 2024, the Company had no material commitments related to the origination and syndication of loans and
securities under the Carlyle Global Capital Markets platform.
Guaranteed Loans 
From time to time, the Company or its subsidiaries may enter into agreements to guarantee certain obligations of the
investment funds related to, for example, credit facilities or equity commitments. Certain consolidated subsidiaries of the
Company are the guarantors of revolving credit facilities for certain funds in the Global Investment Solutions segment. The
guarantee is limited to the lesser of the total amount drawn under the credit facilities or the total of net asset value of the
guarantor subsidiaries plus any uncalled capital of the applicable general partner, and was approximately $3.5 million as of
September 30, 2024. The outstanding balances are secured by uncalled capital commitments from the underlying funds and the
Company believes the likelihood of any material funding under this guarantee to be remote.
45
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Contingent Obligations (Giveback)
A liability for potential repayment of previously received performance allocations of $43.9 million at September 30, 2024
was shown as accrued giveback obligations in the condensed consolidated balance sheets, representing the giveback obligation
that would need to be paid if the funds were liquidated at their current fair values at September 30, 2024. However, the ultimate
giveback obligation, if any, generally is not paid until the end of a fund’s life or earlier if the giveback becomes fixed and early
payment is agreed upon by the fund’s partners (see Note 2, Summary of Significant Accounting Policies). The Company had
$11.5 million of unbilled receivables from former and current employees and senior Carlyle professionals as of September 30,
2024 related to giveback obligations. Any such receivables are collateralized by investments made by individual senior Carlyle
professionals and employees in Carlyle-sponsored funds. In addition, $153.2 million have been withheld from distributions of
carried interest to senior Carlyle professionals and employees for potential giveback obligations as of September 30, 2024. Such
amounts are held on behalf of the respective current and former Carlyle employees to satisfy any givebacks they may owe and
are held by entities not included in the accompanying condensed consolidated balance sheets. Current and former senior Carlyle
professionals and employees are personally responsible for their giveback obligations. As of September 30, 2024,
approximately $20.2 million of the Company’s accrued giveback obligation is the responsibility of various current and former
senior Carlyle professionals and other former limited partners of the Carlyle Holdings partnerships, and the net accrued
giveback obligation attributable to the Company is $23.7 million.
If, at September 30, 2024, all of the investments held by the Company’s Funds were deemed worthless, a possibility that
management views as remote, the amount of realized and distributed carried interest subject to potential giveback would be
$1.5 billion, on an after-tax basis where applicable, of which approximately $0.6 billion would be the responsibility of current
and former senior Carlyle professionals.
Legal Matters
In the ordinary course of business, the Company is a party to litigation, investigations, inquiries, employment-related
matters, disputes and other potential claims. Certain of these matters are described below. The Company is not currently able to
estimate the reasonably possible amount of loss or range of loss, in excess of amounts accrued, for the matters that have not
been resolved. The Company does not believe it is probable that the outcome of any existing litigation, investigations, disputes
or other potential claims will materially affect the Company or these financial statements in excess of amounts accrued.
The Authentix Matter
Authentix, Inc. (“Authentix”) was a majority-owned portfolio company in one of the Company’s investment funds,
Carlyle U.S. Growth Fund III, L.P. (“CGF III”). When Authentix was owned by CGF III, two of the Company’s employees
served on Authentix’s board of directors. After a lengthy sale process, Authentix was sold for an aggregate sale price of
$87.5 million. On August 7, 2020, certain of the former minority shareholders in Authentix filed suit in Delaware Chancery
Court, alleging that the Authentix board of directors, CGF III, and the Company breached various fiduciary duties by agreeing
to a sale of Authentix at an inopportune time and at a price that was too low. Plaintiffs seek damages for their percentage
ownership share of the hypothetical extra gain they allege could have been realized on the sale. Plaintiffs also seek
disgorgement of any profits received by the Company stemming from the sale. A trial before the Delaware Court of Chancery
was completed in early February 2024. A decision from the court is expected later this year, following post-trial briefing. The
former directors of Authentix are covered by indemnification from Authentix and an Authentix insurance policy. The
defendants expect to continue to contest the claims vigorously.
The Tax Receivable Agreement Matter
The Company came into existence on January 1, 2020, when its predecessor, The Carlyle Group, L.P. (the “PTP”),
converted from a partnership into a corporation (the “Conversion”). On July 29, 2022, an alleged stockholder of the Company,
the City of Pittsburgh Comprehensive Municipal Trust Fund (the “Plaintiff”), filed suit in the Delaware Court of Chancery,
alleging a direct claim against the Company for breach of its certificate of incorporation and a derivative claim on behalf of the
Company against certain current and former officers and directors of the Company. Plaintiff challenges the receipt, by certain
officers of the PTP and certain directors of the general partner of the PTP, of a right to cash payments associated with the
elimination of a tax receivable agreement in connection with the Conversion. Plaintiff is seeking monetary damages, restitution,
and an injunction preventing the Company from making any future cash payments for the elimination of the tax receivable
agreement in connection with the Conversion. By virtue of the derivative nature of the primary claims (i.e., that the claims are
46
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
aimed primarily at certain officers and directors), it is unlikely that the Company itself will pay material damage awards based
on the Plaintiff’s claims, although the Company is expected to incur legal defense fees to the extent not covered by insurance.
The Delaware Court issued a ruling on the defendant’s motion to dismiss on April 24, 2024, dismissing some of the Plaintiff’s
claims but allowing most of the claims to proceed to discovery and possibly to trial. The Company intends to contest the direct
claims vigorously, and the officer and director defendants intend to continue contesting the claims vigorously.
SEC Investigation
As part of a sweep investigation of financial services and investment advisory firms, in October 2022, the Company
received from the SEC a request for information related to the preservation of certain types of electronic business
communications (e.g., text messages and messages on WhatsApp, WeChat, and similar applications) as part of the Company’s
books and records. The Company has cooperated with the investigation and has engaged in discussions with the Enforcement
Division about potential resolution. The Company has previously accrued an estimated liability for this matter.
The Company currently is and expects to continue to be, from time to time, subject to examinations, formal and informal
inquiries and investigations by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to,
the SEC, Department of Justice, state attorneys general, FINRA, National Futures Association and the U.K. Financial Conduct
Authority. The Company routinely cooperates with such examinations, inquiries and investigations, and they may result in the
commencement of civil, criminal, or administrative or other proceedings against the Company or its personnel.
It is not possible to predict the ultimate outcome of all pending investigations and legal proceedings and employment-
related matters, and some of the matters discussed above involve claims for potentially large and/or indeterminate amounts of
damages. Based on information known by management, management does not believe that as of the date of this filing the final
resolutions of the matters above will have a material effect upon the Company’s condensed consolidated financial statements.
However, given the potentially large and/or indeterminate amounts of damages sought in certain of these matters and the
inherent unpredictability of investigations and litigations, it is possible that an adverse outcome in certain matters could, from
time to time, have a material effect on the Company’s financial results in any particular period.
The Company accrues an estimated loss contingency liability when it is probable that such a liability has been incurred
and the amount of the loss can be reasonably estimated. As of September 30, 2024, the Company had recorded liabilities
aggregating to approximately $70 million for litigation-related contingencies, regulatory examinations and inquiries, and other
matters. The Company evaluates its outstanding legal and regulatory proceedings and other matters each quarter to assess its
loss contingency accruals, and makes adjustments in such accruals, upward or downward, as appropriate, based on
management’s best judgment after consultation with counsel. There is no assurance that the Company’s accruals for loss
contingencies will not need to be adjusted in the future or that, in light of the uncertainties involved in such matters, the ultimate
resolution of these matters will not significantly exceed the accruals that the Company has recorded.
Indemnifications
In the normal course of business, the Company and its subsidiaries enter into contracts that contain a variety of
representations and warranties and provide general indemnifications. The Company’s maximum exposure under these
arrangements is unknown as this would involve future claims that may be made against the Company that have not yet
occurred. However, based on experience, the Company believes the risk of material loss to be remote.
In connection with the sale of the Company’s interest in its local Brazilian management entity in August 2021, the
Company provided a guarantee to the acquiring company of up to BRL 100.0 million ($18.4 million as of September 30, 2024)
for liabilities arising from tax-related indemnifications. This guarantee, which will expire in August 2027, would only come
into effect after all alternative remedies have been exhausted. The Company believes the likelihood of any material funding
under this guarantee to be remote.
Risks and Uncertainties
Carlyle’s funds seek investment opportunities that offer the possibility of attaining substantial capital appreciation.
Certain events particular to each industry in which the underlying investees conduct their operations, as well as general
economic, political, regulatory, and public health conditions, may have a significant negative impact on the Company’s
investments and profitability. The funds managed by the Company may also experience a slowdown in the deployment of
47
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
capital, which could adversely affect the Company’s ability to raise capital for new or successor funds and could also impact the
management fees the Company earns on its carry funds and managed accounts, and/or result in the impairment of intangible
assets and/or goodwill the case of the Company’s acquired businesses. Such events are beyond the Company’s control, and the
likelihood that they may occur and the effect on the Company cannot be predicted.
Furthermore, certain of the funds’ investments are made in private companies and there are generally no public markets
for the underlying securities at the current time. The funds’ ability to liquidate their publicly-traded investments are often
subject to limitations, including discounts that may be required to be taken on quoted prices due to the number of shares being
sold. The funds’ ability to liquidate their investments and realize value is subject to significant limitations and uncertainties,
including among others currency fluctuations and natural disasters.
The Company and the funds make investments outside of the United States. Investments outside the United States may be
subject to less developed bankruptcy, corporate, partnership and other laws (which may have the effect of disregarding or
otherwise circumventing the limited liability structures potentially causing the actions or liabilities of one fund or a portfolio
company to adversely impact the Company or an unrelated fund or portfolio company). Non-U.S. investments are subject to the
same risks associated with the Company’s U.S. investments as well as additional risks, such as fluctuations in foreign currency
exchange rates, unexpected changes in regulatory requirements, heightened risk of political and economic instability,
difficulties in managing non-U.S. investments, potentially adverse tax consequences and the burden of complying with a wide
variety of foreign laws.
Furthermore, Carlyle is exposed to economic risk concentrations related to certain large investments as well as
concentrations of investments in certain industries and geographies.
Additionally, the Company encounters credit risk. Credit risk is the risk of default by a counterparty in the Company’s
investments in debt securities, loans, leases and derivatives that result from a borrower’s, lessee’s or derivative counterparty’s
inability or unwillingness to make required or expected payments. The Company is subject to credit risk should a financial
institution be unable to fulfill its obligations.
The Company considers cash, cash equivalents, securities, receivables, principal equity method investments, accounts
payable, accrued expenses, other liabilities, loans, senior notes, assets and liabilities of Consolidated Funds and contingent and
other consideration for acquisitions to be its financial instruments. Except for the senior notes, subordinated notes and
compensatory contingent and other consideration for acquisitions, the carrying amounts reported in the condensed consolidated
balance sheets for these financial instruments equal or closely approximate their fair values. The fair value of the senior and
subordinated notes is disclosed in Note 6, Borrowings.
9. Related Party Transactions
Due from Affiliates and Other Receivables, Net
The Company had the following due from affiliates and other receivables at September 30, 2024 and December 31,
2023: 
 
As of
 
September 30,
2024
December 31,
2023
 
(Dollars in millions)
Accrued incentive fees
$25.8
$22.9
Unbilled receivable for giveback obligations from current and former employees
11.5
11.5
Notes receivable and accrued interest from affiliates
35.5
44.2
Management fee receivable, net
309.8
277.8
Reimbursable expenses and other receivables from unconsolidated funds and affiliates, net
374.6
335.2
Total
$757.2
$691.6
Reimbursable expenses and other receivables from certain of the unconsolidated funds and portfolio companies relate to
advisory fees receivable and expenses paid on behalf of these entities. These costs generally represent costs related to the
48
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
pursuit of actual or proposed investments, professional fees and expenses associated with the acquisition, holding and
disposition of the investments. The affiliates are obligated at the discretion of the Company to reimburse the expenses. Based
on management’s determination, the Company accrues and charges interest on amounts due from affiliate accounts at interest
rates ranging up to 7.02% as of September 30, 2024. The accrued and charged interest to the affiliates was not significant for
any period presented.
Notes receivable includes loans that the Company has provided to certain unconsolidated funds to meet short-term
obligations to purchase investments. Notes receivable as of September 30, 2024 and December 31, 2023 also include interest-
bearing loans of $21.8 million and $25.0 million, respectively, to certain eligible Carlyle employees, which excludes Section 16
officers and other members of senior management, to finance their investments in certain Carlyle sponsored funds. These
advances accrue interest at the WSJ Prime Rate minus 1.00% floating with a floor rate of 3.50% (7.00% as of September 30,
2024) and are collateralized by each borrower’s interest in the Carlyle sponsored funds.
These receivables are assessed regularly for collectability. Management fee receivable amounts determined to be
uncollectible are recorded as a reduction in revenue in the condensed consolidated statements of operations. For all other
receivables, amounts determined to be uncollectible are charged directly to general, administrative and other expenses in the
condensed consolidated statements of operations. A corresponding allowance for doubtful accounts is recorded and such
amounts were not significant for any period presented.
Due to Affiliates
The Company had the following due to affiliates balances at September 30, 2024 and December 31, 2023: 
 
As of
 
September 30,
2024
December 31,
2023
 
(Dollars in millions)
Due to affiliates of Consolidated Funds
$5.4
$6.3
Due to non-consolidated affiliates
114.8
97.0
Amounts owed under the tax receivable agreement
76.2
79.3
Deferred consideration for Carlyle Holdings units
—
68.4
Other
23.4
24.9
Total
$219.8
$275.9
The Company has recorded obligations for amounts due to certain of its affiliates. The Company periodically offsets
expenses it has paid on behalf of its affiliates against these obligations.
Deferred consideration for Carlyle Holdings units relates to the remaining obligation to the holders of Carlyle Holdings
partnership units who received cash payments aggregating to $1.50 per Carlyle Holdings partnership unit exchanged in
connection with the Conversion, payable in five annual installments of $0.30. The fifth and final annual installment payment
occurred in January 2024. The obligation was initially recorded at fair value, net of a discount of $11.3 million and measured
using Level III inputs in the fair value hierarchy.
In connection with the Company’s initial public offering, the Company entered into a tax receivable agreement with the
limited partners of the Carlyle Holdings partnerships whereby certain subsidiaries of the Partnership agreed to pay to the limited
partners of the Carlyle Holdings partnerships involved in any exchange transaction 85% of the amount of cash tax savings, if
any, in U.S. federal, state and local income tax realized as a result of increases in tax basis resulting from exchanges of Carlyle
Holdings Partnership units for common units of The Carlyle Group L.P.
Other Related Party Transactions
On May 5, 2020, the Company purchased 2,000,000 of the BDC Preferred Shares from CSL in a private placement at a
price of $25 per share. Dividends are payable on a quarterly basis in an initial amount equal to 7.0% per annum payable in cash,
or, at CSL’s option, 9.0% per annum payable in additional BDC Preferred Shares. The BDC Preferred Shares are convertible at
49
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
the Company’s option, in whole or in part, into the number of shares of common stock equal to $25 per share plus any
accumulated but unpaid dividends divided by an initial conversion price of $9.50 per share, subject to certain adjustments. With
the approval of its board of directors, CSL has the option to redeem the BDC Preferred Shares, in whole or in part. In such case,
the Company has the right to convert its shares, in whole or in part, prior to the date of redemption. For both the three months
ended September 30, 2024 and 2023, the Company recorded dividend income of $0.9 million. For both the nine months ended
September 30, 2024 and 2023, the Company recorded dividend income of $2.6 million. Dividend income from the BDC
Preferred Shares is included in interest and other income in the condensed consolidated statements of operations. The
Company’s investment in the BDC Preferred Shares, which is recorded at fair value, was $50.3 million and $81.7 million as of
September 30, 2024 and December 31, 2023, respectively, and is included in investments, including accrued performance
allocations, in the condensed consolidated balance sheets. In August 2024, to facilitate a proposed merger between CSL and
another Carlyle-advised BDC, the Company agreed to exchange its 2,000,000 preferred shares into newly issued common
shares of CSL at a price equal to the net asset value per common share on the date of completion of a proposed merger
(compared to a current conversion price of $8.92 per share as of September 30, 2024). The merger is subject to CSL
stockholder approvals, customary regulatory approvals and other closing conditions. Assuming satisfaction of those conditions,
the merger of the BDCs and the exchange of the preferred shares are expected to close in 2025. As a result of the agreement,
during the three months ended September 30, 2024, the Company reversed $48.5 million of previously recorded unrealized
investment income based on the net asset value of $16.85 per common share of CSL as of September 30, 2024. The ultimate
amount of unrealized investment income to be reversed will be determined based on the net asset value per common share of
CSL as of the closing date of the merger.
Senior Carlyle professionals and employees are permitted to participate in co-investment entities that invest in Carlyle
funds or alongside Carlyle funds. In many cases, participation is limited by law to individuals who qualify under applicable
legal requirements. These co-investment entities generally do not require senior Carlyle professionals and employees to pay
management or performance allocations, however, Carlyle professionals and employees are required to pay their portion of
partnership expenses.
Carried interest income from certain funds can be distributed to senior Carlyle professionals and employees on a current
basis, but is subject to repayment by the subsidiary of the Company that acts as general partner of the fund in the event that
certain specified return thresholds are not ultimately achieved. The senior Carlyle professionals and certain other investment
professionals have personally guaranteed, subject to certain limitations, the obligation of these subsidiaries in respect of this
general partner obligation. Such guarantees are several and not joint and are limited to a particular individual’s distributions
received.
The Company does business with some of its portfolio companies; all such arrangements are on a negotiated basis.
Substantially all revenue is earned from affiliates of Carlyle. 
10. Income Taxes
The Company’s provision (benefit) for income taxes was $173.1 million and $41.2 million for the three months ended
September 30, 2024 and 2023, respectively, and $264.5 million and $68.2 million for the nine months ended September 30,
2024 and 2023, respectively. The Company’s effective tax rate was approximately 22% and 27% for the three months ended
September 30, 2024 and 2023, respectively, and 23% and 28% for the nine months ended September 30, 2024 and 2023,
respectively. The effective tax rate for the nine months ended September 30, 2024 and 2023 primarily comprised the 21% U.S.
federal corporate income tax rate, the impact of U.S. state and foreign income taxes, and disallowed executive compensation,
partially offset by non-controlling interest and equity-based compensation deductions. The effective tax rate for the nine months
ended September 30, 2024 also includes an increase related to other non-deductible expenses. As of September 30, 2024 and
December 31, 2023, the Company had federal, state, local and foreign taxes payable of $26.5 million and $46.9 million,
respectively, which is recorded as a component of accounts payable, accrued expenses and other liabilities on the accompanying
condensed consolidated balance sheets.
In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax
regulators. With a few exceptions, as of September 30, 2024, the Company’s U.S. federal income tax returns for the years 2020
through 2023 are open under the normal three-year statute of limitations and therefore subject to examination. State and local
tax returns are generally subject to audit from 2018 to 2023. Foreign tax returns are generally subject to audit from 2011 to
2023. Certain of the Company’s affiliates are currently under audit by federal, state and foreign tax authorities.
50
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The Company does not believe that the outcome of the audits will require it to record material reserves for uncertain tax
positions or that the outcome will have a material impact on the consolidated financial statements. The Company does not
believe that it has any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will
significantly increase or decrease within the next twelve months.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law. The IRA enacted a 15%
CAMT on the “adjusted financial statement income” of certain large corporations, which became effective on January 1, 2023.
The Company does not expect the IRA to have a material impact to its provision for income taxes given that any current year
payments that would be made under CAMT would be permitted to be carried forward and used as credits in future years
resulting in a deferred tax benefit. The Company will continue to monitor as additional guidance is released by U.S. Department
of the Treasury, the IRS, and other standard-setting bodies.
The IRA also enacted a 1% excise tax on certain actual and deemed stock repurchases by publicly traded U.S.
corporations, effective January 1, 2023. The value of repurchases subject to the tax is reduced by the value of any stock issued
by the corporation during the tax year, including stock issued or provided to the employees of the corporation. The excise tax is
accounted for in equity as an additional repurchase cost.
On December 27, 2023, the State of New York issued final regulations that implemented comprehensive franchise tax
reform for corporations, banks, and insurance companies. This did not have a material impact to the Company’s consolidated
financial statements. The Company will continue to monitor as additional guidance is released by the State of New York.
In October 2021, the OECD introduced a 15% global minimum tax under the Pillar Two GloBE model rules. There are a
number of key provisions under the rules that are being phased in during 2024 and 2025. Several OECD member countries have
enacted the tax legislation based on certain elements of these rules that became effective on January 1, 2024, and additional
countries have drafted or announced an intent to implement legislation. While the Company does not expect Pillar Two to have
a material impact to its provision for income taxes for 2024, the rules remain subject to significant negotiation and potential
change, and the timing and ultimate impact of any such changes on our tax obligations are uncertain. The Company will
continue to monitor as additional countries enact legislation, new parts of the regime come into force or additional guidance is
released by the OECD and other standard-setting bodies.
11. Non-controlling Interests in Consolidated Entities
The components of the Company’s non-controlling interests in consolidated entities are as follows: 
 
As of
 
September
30, 2024
December 31,
2023
 
(Dollars in millions)
Non-Carlyle interests in Consolidated Funds
$473.0
$415.3
Non-Carlyle interests in majority-owned subsidiaries
322.7
184.5
Non-controlling interest in carried interest, giveback obligations and cash held for carried
interest distributions
(7.0)
(6.7)
Non-controlling interests in consolidated entities
$788.7
$593.1
51
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The components of the Company’s non-controlling interests in income of consolidated entities are as follows: 
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
 
(Dollars in millions)
Non-Carlyle interests in Consolidated Funds
$8.3
$20.4
$16.7
$68.7
Non-Carlyle interests in majority-owned subsidiaries
11.7
8.7
37.6
19.2
Non-controlling interest in carried interest, giveback obligations and
cash held for carried interest distributions
—
0.6
—
2.1
Non-controlling interests in income of consolidated entities
$20.0
$29.7
$54.3
$90.0
 
12. Earnings Per Common Share
Basic and diluted net income (loss) per common share are calculated as follows:
 
Three Months Ended
September 30, 2024
Nine Months Ended
September 30, 2024
 
Basic
Diluted
Basic
Diluted
Net income attributable to common shares
$595,700,000
$595,700,000
$809,500,000
$809,500,000
Weighted-average common shares outstanding
357,689,521
364,789,752
358,966,961
367,073,705
Net income per common share
$1.67
$1.63
$2.26
$2.21
Three Months Ended
September 30, 2023
Nine Months Ended
September 30, 2023
Basic
Diluted
Basic
Diluted
Net income attributable to common shares
$81,300,000
$81,300,000
$83,600,000
$83,600,000
Weighted-average common shares outstanding
360,568,375
363,655,647
361,583,260
364,092,860
Net income per common share
$0.23
$0.22
$0.23
$0.23
The weighted-average common shares outstanding, basic and diluted, are calculated as follows:
 
Three Months Ended
September 30, 2024
Nine Months Ended
September 30, 2024
 
Basic
Diluted
Basic
Diluted
The Carlyle Group Inc. weighted-average common shares outstanding
357,689,521
357,689,521
358,966,961
358,966,961
Unvested restricted stock units
—
5,692,912
—
6,766,273
Issuable common shares and performance-vesting restricted stock units
—
1,407,319
—
1,340,471
Weighted-average common shares outstanding
357,689,521
364,789,752
358,966,961
367,073,705
Three Months Ended
September 30, 2023
Nine Months Ended
September 30, 2023
Basic
Diluted
Basic
Diluted
The Carlyle Group Inc. weighted-average common shares outstanding
360,568,375
360,568,375
361,583,260
361,583,260
Unvested restricted stock units
—
2,588,908
—
1,869,172
Issuable common shares and performance-vesting restricted stock units
—
498,364
—
640,428
Weighted-average common shares outstanding
360,568,375
363,655,647
361,583,260
364,092,860
The Company applies the treasury stock method to determine the dilutive weighted-average common shares represented
by the unvested restricted stock units. Also included in the determination of dilutive weighted-average common shares are
issuable common shares associated with the Company’s investment in NGP and performance-vesting restricted stock units.
52
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
13. Equity
Stock Repurchase Program
Pursuant to a share repurchase program that was publicly announced in February 2021, and subsequently amended in
October 2021 and February 2023, the Board of Directors of the Company authorized the repurchase of up to $500 million in
shares of our common stock, effective as of March 31, 2023. The Board of Directors reset the total repurchase authorization to
$1.4 billion in shares of our common stock, effective as of February 6, 2024, which authorization replaced the Company’s prior
$500 million authorization. Under this repurchase program, shares of common stock may be repurchased from time to time in
open market transactions, in privately negotiated transactions, or otherwise, including through Rule 10b5-1 plans. The timing
and actual number of shares of common stock repurchased will depend on a variety of factors, including legal requirements and
price, economic, and market conditions. In addition to repurchases of common stock, the repurchase program is used for the
payment of tax withholding amounts upon net share settlement of equity-based awards granted pursuant to our Equity Incentive
Plan or otherwise based on the value of shares withheld that would have otherwise been issued to the award holder. The share
repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. As of
September 30, 2024, $0.9 billion of repurchase capacity remained under the program, which reflects both common shares
repurchased and shares retired in connection with the net share settlement of equity-based awards. The following table presents
the Company’s shares that have been repurchased or retired as a result of net share settlement of equity-based awards during the
three and nine months ended September 30, 2024 and 2023. Dollar amounts exclude the impact of excise taxes.
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
(Dollars in millions)
Shares
$
Shares
$
Shares
$
Shares
$
Shares repurchased
1,670,245
$65.0
1,343,419
$43.2
8,029,148
$345.6
6,505,037
$203.7
Shares retired in connection with the
net share settlement of equity-
based awards
1,717,966
85.5
—
—
2,833,113
133.2
—
—
Total
3,388,211
$150.5
1,343,419
$43.2
10,862,261
$478.8
6,505,037
$203.7
Dividends
The table below presents information regarding the quarterly dividends on the common shares, which were made at the
sole discretion of the Board of Directors of the Company.
Dividend Record Date
Dividend Payment Date
Dividend per Common
Share
Dividend to Common
Stockholders
(Dollars in millions, except per share data)
May 16, 2023
May 23, 2023
$0.35
$126.7
August 15, 2023
August 23, 2023
0.35
126.3
November 21, 2023
November 29, 2023
0.35
126.3
February 23, 2024
March 1, 2024
0.35
126.7
Total 2023 Dividend Year
$1.40
$506.0
May 14, 2024
May 21, 2024
$0.35
$125.6
August 16, 2024
August 26, 2024
0.35
125.5
November 18, 2024
November 25, 2024
0.35
125.3
Total 2024 Dividend Year (through Q3 2024)
$1.05
$376.4
The Board of Directors will take into account general economic and business conditions, as well as the Company’s
strategic plans and prospects, business and investment opportunities, financial condition and obligations, legal, tax and
regulatory restrictions, other constraints on the payment of dividends by the Company to its common stockholders or by
subsidiaries to the Company, and other such factors as the Board of Directors may deem relevant. In addition, the terms of the
Company’s credit facility provide certain limits on the Company’s ability to pay dividends.
53
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
14. Equity-Based Compensation
The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (the “Equity Incentive Plan,” initially adopted
in May 2012 and as most recently amended and restated on May 29, 2024) is a source of equity-based awards permitting the
Company to grant to Carlyle employees, directors and consultants non-qualified options, share appreciation rights, common
shares, restricted stock units and other awards based on the Company’s shares of common stock. Following the amendment and
restatement of the Equity Incentive Plan on May 29, 2024, a total of 58,800,000 shares of common stock were authorized for
the grant of awards under the Equity Incentive Plan. As of September 30, 2024, there was a total of 29,762,302 shares of the
Company’s common stock remaining available for grant under the Equity Incentive Plan.
A summary of the status of the Company’s non-vested equity-based awards as of September 30, 2024 and a summary of
changes for the nine months ended September 30, 2024, are presented below:
Unvested Shares
Performance-
Vesting
Restricted
Stock Units(1)
Weighted-
Average
Grant Date
Fair Value
Restricted
Stock
Units
Weighted-
Average
Grant Date
Fair Value
Unvested
Common
Shares(2)
Weighted-
Average
Grant Date
Fair Value
Balance, December 31, 2023
4,941,317
$23.19
17,232,330
$34.68
458,929
$37.87
Granted (3)
13,260,872
$26.50
5,552,640
$40.71
247,293
$40.08
Vested (4)
995,848
$29.86
5,974,186
$33.62
247,316
$34.52
Forfeited
125,251
$26.11
1,594,969
$33.77
—
$—
Balance, September 30, 2024
17,081,090
$25.35
15,215,815
$37.40
458,906
$39.95
(1)Includes restricted stock units granted to certain senior Carlyle professionals, including equity inducement awards granted in connection
with the appointment of the Company’s Chief Executive Officer, which are subject to vesting based on the achievement of stock price
performance conditions over a service period.
(2)Includes common shares issued in connection with the Company’s investment in NGP.
(3)Includes shares reserved for issuance upon settlement of dividend-equivalent rights carried by certain restricted stock units concurrently
with the settlement of the restricted stock units for shares.
(4)Includes 2,833,113 shares which were retired in connection with the net share settlement of equity-based awards. The Company paid
$133.2 million of taxes related to the net share settlement of equity-based awards during the nine months ended September 30, 2024,
which is included within Financing activities in the condensed consolidated statements of cash flows.
In February 2024, the Company granted 13.2 million restricted stock units to certain senior Carlyle professionals that are
eligible to vest in three tranches based on the achievement of stock price performance conditions over service periods of one,
two and three years. Equity-based compensation expense for each tranche is recognized on a straight-line basis over its
respective service period. These awards had a grant date fair value of approximately $347 million, which was derived using the
Monte Carlo simulation model.
The Company recorded compensation expense, net of forfeitures, for restricted stock units of $121.6 million and
$64.4 million for the three months ended September 30, 2024 and 2023, respectively, with $23.1 million and $10.2 million of
corresponding deferred tax benefits, respectively. The Company recorded compensation expense, net of forfeitures, for
restricted stock units of $355.1 million and $186.8 million for the nine months ended September 30, 2024 and 2023,
respectively, with $66.9 million and $30.7 million of corresponding deferred tax benefits, respectively. As of September 30,
2024, the total unrecognized equity-based compensation expense related to unvested restricted stock units was $624.5 million,
which is expected to be recognized over a weighted-average term of 2.0 years.
15. Segment Reporting
Carlyle conducts its operations through three reportable segments:
Global Private Equity – The Global Private Equity segment advises the Company’s buyout, middle market and growth
capital funds, its U.S. and internationally focused real estate funds, and its infrastructure and natural resources funds. The
segment also includes the NGP Carry Funds advised by NGP.
54
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Global Credit –  The Global Credit segment advises funds and vehicles that pursue investment strategies including loans
and structured credit, direct lending, opportunistic credit, distressed credit, aircraft financing and servicing, infrastructure
debt, insurance solutions, asset-backed lending, and global capital markets.
Global Investment Solutions – The Global Investment Solutions segment advises global private equity programs and
related co-investment and secondary activities.
The Company’s reportable business segments are differentiated by their various investment focuses and strategies.
Overhead costs are generally allocated based on cash-based compensation and benefits expense for each segment. The
Company’s earnings from its investment in NGP are presented in the respective operating captions within the Global Private
Equity segment.
Distributable Earnings. Distributable Earnings, or “DE,” is a key performance benchmark used in the Company’s
industry and is evaluated regularly by the chief operating decision maker (“CODM”) in making resource deployment and
compensation decisions and in assessing performance of the Company’s three reportable segments. The CODM also uses DE in
budgeting, forecasting, and the overall management of the Company’s segments. The CODM believes that reporting DE is
helpful to understanding the Company’s business and that investors should review the same supplemental financial measure
that the CODM uses to analyze the Company’s segment performance. DE is intended to show the amount of net realized
earnings without the effects of the consolidation of the Consolidated Funds. DE is derived from the Company’s segment
reported results and is used to assess performance.
Distributable Earnings differs from income (loss) before provision for income taxes computed in accordance with U.S.
GAAP in that it includes certain tax expenses associated with certain foreign performance revenues (comprised of performance
allocations and incentive fees), and does not include unrealized performance allocations and related compensation expense,
unrealized principal investment income, equity-based compensation expense, net income (loss) attributable to non-Carlyle
interests in consolidated entities, or charges (credits) related to Carlyle corporate actions and non-recurring items that affect
period-to-period comparability and are not reflective of the Company’s operational performance. Charges (credits) related to
Carlyle corporate actions and non-recurring items include: charges (credits) associated with acquisitions, dispositions or
strategic investments, changes in the tax receivable agreement liability, amortization and any impairment charges associated
with acquired intangible assets, transaction costs associated with acquisitions and dispositions, charges associated with earn-
outs and contingent consideration including gains and losses associated with the estimated fair value of contingent
considerations issued in conjunction with acquisitions or strategic investments, impairment charges associated with lease right-
of-use assets, gains and losses from the retirement of debt, charges associated with contract terminations and employee
severance, certain general, administrative and other expenses when the timing of any future payment is uncertain, and non-
recurring items that affect period-to-period comparability and are not reflective of the Company’s operating performance.
Management believes the inclusion or exclusion of these items provides investors with a meaningful indication of the
Company’s core operating performance.
Fee Related Earnings. Fee Related Earnings, or “FRE,” is a component of DE and is used to assess the ability of the
business to cover base compensation and operating expenses from total fee revenues. FRE adjusts DE to exclude net realized
performance revenues, realized principal investment income, and net interest (interest income less interest expense). Fee
Related Earnings includes fee related performance revenues and related compensation expense, which is generally 45% of fee
related performance revenues. Fee related performance revenues represent the realized portion of performance revenues that are
measured and received on a recurring basis, are not dependent on realization events, and which have no risk of giveback.
Total assets by segment is not disclosed because this information is not used by the CODM to make resource deployment
decisions or evaluate the performance of the Company’s segments.
55
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following tables present the financial data for the Company’s three reportable segments for the three and nine months
ended September 30, 2024:
Three Months Ended September 30, 2024
Global
Private
Equity
Global
Credit
Global
Investment
Solutions
Total
(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees
$298.6
$142.8
$85.1
$526.5
Portfolio advisory and transaction fees, net and other
5.9
21.4
0.1
27.4
Fee related performance revenues
—
29.0
7.3
36.3
Total fund level fee revenues
304.5
193.2
92.5
590.2
Realized performance revenues
225.2
11.5
39.2
275.9
Realized principal investment income (loss)
10.0
(2.8)
1.9
9.1
Interest income
7.7
9.8
2.3
19.8
Total revenues
547.4
211.7
135.9
895.0
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits
101.1
76.5
30.0
207.6
Realized performance revenues related compensation
141.5
6.9
36.9
185.3
Total compensation and benefits
242.6
83.4
66.9
392.9
General, administrative, and other indirect expenses
48.5
31.2
13.2
92.9
Depreciation and amortization expense
6.7
3.3
1.8
11.8
Interest expense
14.1
13.3
2.9
30.3
Total expenses
311.9
131.2
84.8
527.9
(=) Distributable Earnings
$235.5
$80.5
$51.1
$367.1
(-) Realized Net Performance Revenues
83.7
4.6
2.3
90.6
(-) Realized Principal Investment Income (Loss)
10.0
(2.8)
1.9
9.1
(+) Net Interest
6.4
3.5
0.6
10.5
(=) Fee Related Earnings
$148.2
$82.2
$47.5
$277.9
56
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Nine Months Ended September 30, 2024
Global
Private
Equity
Global
Credit
Global
Investment
Solutions
Total
(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees
$908.4
$420.5
$238.7
$1,567.6
Portfolio advisory and transaction fees, net and other
16.8
66.0
0.2
83.0
Fee related performance revenues
6.9
81.2
10.4
98.5
Total fund level fee revenues
932.1
567.7
249.3
1,749.1
Realized performance revenues
728.7
19.0
82.5
830.2
Realized principal investment income
35.7
30.2
3.5
69.4
Interest income
21.8
30.6
5.8
58.2
Total revenues
1,718.3
647.5
341.1
2,706.9
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits
314.3
227.3
85.6
627.2
Realized performance revenues related compensation
457.2
11.5
73.2
541.9
Total compensation and benefits
771.5
238.8
158.8
1,169.1
General, administrative, and other indirect expenses
137.3
96.1
37.1
270.5
Depreciation and amortization expense
19.6
9.6
5.0
34.2
Interest expense
42.2
40.6
8.7
91.5
Total expenses
970.6
385.1
209.6
1,565.3
(=) Distributable Earnings
$747.7
$262.4
$131.5
$1,141.6
(-) Realized Net Performance Revenues
271.5
7.5
9.3
288.3
(-) Realized Principal Investment Income
35.7
30.2
3.5
69.4
(+) Net Interest
20.4
10.0
2.9
33.3
(=) Fee Related Earnings
$460.9
$234.7
$121.6
$817.2
57
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following tables present the financial data for the Company’s three reportable segments for the three and nine months
ended September 30, 2023:
Three Months Ended September 30, 2023
Global
Private
Equity
Global
Credit
Global
Investment
Solutions
Total
(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees
$330.1
$128.9
$59.1
$518.1
Portfolio advisory and transaction fees, net and other
4.0
7.2
—
11.2
Fee related performance revenues
0.7
21.1
1.6
23.4
Total fund level fee revenues
334.8
157.2
60.7
552.7
Realized performance revenues
164.6
2.7
13.1
180.4
Realized principal investment income
14.4
8.0
1.0
23.4
Interest income
8.8
9.7
1.6
20.1
Total revenues
522.6
177.6
76.4
776.6
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits
142.3
81.3
32.4
256.0
Realized performance revenues related compensation
18.2
1.4
10.8
30.4
Total compensation and benefits
160.5
82.7
43.2
286.4
General, administrative, and other indirect expenses
46.0
26.2
9.4
81.6
Depreciation and amortization expense
7.1
2.1
1.2
10.4
Interest expense
16.8
11.8
2.2
30.8
Total expenses
230.4
122.8
56.0
409.2
(=) Distributable Earnings
$292.2
$54.8
$20.4
$367.4
(-) Realized Net Performance Revenues
146.4
1.3
2.3
150.0
(-) Realized Principal Investment Income
14.4
8.0
1.0
23.4
(+) Net Interest
8.0
2.1
0.6
10.7
(=) Fee Related Earnings
$139.4
$47.6
$17.7
$204.7
58
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
 
Nine Months Ended September 30, 2023
Global
Private
Equity
Global
Credit
Global
Investment
Solutions
Total
 
(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees
$987.2
$378.4
$173.7
$1,539.3
Portfolio advisory and transaction fees, net and other
14.7
31.1
—
45.8
Fee related performance revenues
63.1
59.1
3.2
125.4
Total fund level fee revenues
1,065.0
468.6
176.9
1,710.5
Realized performance revenues
577.3
36.0
67.3
680.6
Realized principal investment income
39.5
25.2
4.6
69.3
Interest income
19.7
24.6
4.0
48.3
Total revenues
1,701.5
554.4
252.8
2,508.7
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits
464.6
246.3
94.4
805.3
Realized performance revenues related compensation
209.1
16.8
60.1
286.0
Total compensation and benefits
673.7
263.1
154.5
1,091.3
General, administrative, and other indirect expenses
162.2
73.5
35.1
270.8
Depreciation and amortization expense
19.7
5.8
3.5
29.0
Interest expense
50.2
32.9
6.7
89.8
Total expenses
905.8
375.3
199.8
1,480.9
(=) Distributable Earnings
$795.7
$179.1
$53.0
$1,027.8
(-) Realized Net Performance Revenues
368.2
19.2
7.2
394.6
(-) Realized Principal Investment Income
39.5
25.2
4.6
69.3
(+) Net Interest
30.5
8.3
2.7
41.5
(=) Fee Related Earnings
$418.5
$143.0
$43.9
$605.4
 
59
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the
three months ended September 30, 2024 and 2023.
 
Three Months Ended September 30, 2024
 
Total
Reportable
Segments
Consolidated
Funds
Reconciling
Items
Carlyle
Consolidated
 
 
(Dollars in millions)
Revenues
$895.0
$180.1
$1,560.1
(a) 
$2,635.2
Expenses
$527.9
$160.6
$1,160.4
(b) 
$1,848.9
Other income (loss)
$—
$2.5
$—
(c) 
$2.5
Distributable earnings
$367.1
$22.0
$399.7
(d) 
$788.8
 
Three Months Ended September 30, 2023
 
Total
Reportable
Segments
Consolidated
Funds
Reconciling
Items
Carlyle
Consolidated
 
 
(Dollars in millions)
Revenues
$776.6
$152.7
$(212.7)
(a) 
$716.6
Expenses
$409.2
$111.2
$34.7
(b) 
$555.1
Other income (loss)
$—
$(9.3)
$—
(c) 
$(9.3)
Distributable earnings
$367.4
$32.2
$(247.4)
(d) 
$152.2
The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the
nine months ended September 30, 2024 and 2023.
 
Nine Months Ended September 30, 2024
 
Total
Reportable
Segments
Consolidated
Funds
Reconciling
Items
Carlyle
Consolidated
 
 
(Dollars in millions)
Revenues
$2,706.9
$510.6
$1,175.8
(a) 
$4,393.3
Expenses
$1,565.3
$464.6
$1,225.5
(b) 
$3,255.4
Other income (loss)
$—
$(9.6)
$—
(c) 
$(9.6)
Distributable earnings
$1,141.6
$36.4
$(49.7)
(d) 
$1,128.3
 
Nine Months Ended September 30, 2023
 
Total
Reportable
Segments
Consolidated
Funds
Reconciling
Items
 
Carlyle
Consolidated
 
 
 
(Dollars in millions)
Revenues
$2,508.7
$411.7
$(882.7)
(a) 
$2,037.7
Expenses
$1,480.9
$324.7
$0.2
(b) 
$1,805.8
Other income (loss)
$—
$9.9
$—
(c) 
$9.9
Distributable earnings
$1,027.8
$96.9
$(882.9)
(d) 
$241.8
(a)The Revenues adjustment principally represents unrealized performance revenues, unrealized principal investment
income (loss) (including Fortitude), revenues earned from the Consolidated Funds which were eliminated in
consolidation to arrive at the Company’s total revenues, adjustments for amounts attributable to non-controlling
interests in consolidated entities, adjustments related to expenses associated with the investments in NGP Management
and its affiliates that are included in operating captions or are excluded from the segment results, adjustments to reflect
the reimbursement of certain costs incurred on behalf of Carlyle funds on a net basis, and the inclusion of tax expenses
associated with certain foreign performance revenues, as detailed below:
60
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
(Dollars in millions)
Unrealized performance and fee related performance revenues
$1,495.1
$(229.2)
$1,020.9
$(850.4)
Unrealized principal investment income (loss)
1.8
17.1
54.3
18.5
Principal investment loss from dilution of indirect investment in Fortitude
—
—
—
(104.0)
Adjustments related to expenses associated with investments in NGP
Management and its affiliates
(3.5)
(3.5)
(10.5)
(11.0)
Non-controlling interests and other adjustments to present certain costs on
a net basis
79.0
23.5
156.7
118.2
Elimination of revenues of Consolidated Funds
(12.3)
(20.6)
(45.6)
(54.0)
$1,560.1
$(212.7)
$1,175.8
$(882.7)
The following table reconciles the total segments fund level fee revenue to the most directly comparable U.S. GAAP
measure, the Company’s consolidated fund management fees, for the three and nine months ended September 30, 2024
and 2023.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024
2023
2024
2023
(Dollars in millions)
Total Reportable Segments - Fund level fee revenues
$590.2
$552.7
$1,749.1
$1,710.5
Adjustments(1)
(57.5)
(50.1)
(158.4)
(199.3)
Carlyle Consolidated - Fund management fees
$532.7
$502.6
$1,590.7
$1,511.2
(1)Adjustments represent the reclassification of NGP management fees from principal investment income, the
reclassification of  fee related performance revenues from business development companies and other products,
management fees earned from Consolidated Funds which were eliminated in consolidation to arrive at the
Company’s fund management fees, and the reclassification of certain amounts included in portfolio advisory
fees, net and other in the segment results that are included in interest and other income in the U.S. GAAP results.
(b)The Expenses adjustment represents the elimination of intercompany expenses of the Consolidated Funds payable to the
Company, the inclusion of equity-based compensation, certain tax expenses associated with realized performance
revenues related compensation, and unrealized performance revenues related compensation, adjustments related to
expenses associated with the investment in NGP Management that are included in operating captions, adjustments to
reflect the reimbursement of certain costs incurred on behalf of Carlyle funds on a net basis, changes in the tax
receivable agreement liability, and charges and credits associated with Carlyle corporate actions and non-recurring
items, as detailed below:
61
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
(Dollars in millions)
Unrealized performance and fee related performance revenue
compensation expense
$930.7
$(90.3)
$634.5
$(378.8)
Equity-based compensation
122.0
67.3
360.4
195.1
Acquisition or disposition-related charges and amortization of intangibles
and impairment
37.4
50.6
103.5
113.0
Tax (expense) benefit associated with certain foreign performance
revenues related compensation
(0.2)
(0.2)
(1.4)
(0.8)
Non-controlling interests and other adjustments to present certain costs on
a net basis
63.8
10.7
108.6
85.9
Other adjustments
5.3
5.4
45.8
11.6
Elimination of expenses of Consolidated Funds
1.4
(8.8)
(25.9)
(25.8)
$1,160.4
$34.7
$1,225.5
$0.2
(c)The Other Income (Loss) adjustment results from the Consolidated Funds that were eliminated in consolidation to
arrive at the Company’s total Other Income (Loss).
(d)The following table is a reconciliation of Income (Loss) Before Provision for Income Taxes to Distributable Earnings
and to Fee Related Earnings:
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
(Dollars in millions)
Income (loss) before provision for income taxes
$788.8
$152.2
$1,128.3
$241.8
Adjustments:
Net unrealized performance and fee related performance revenues
(564.4)
138.9
(386.4)
471.6
Unrealized principal investment (income) loss
(1.8)
(17.1)
(54.3)
(18.5)
Principal investment loss from dilution of indirect investment in Fortitude
—
—
—
104.0
Equity-based compensation(1)
122.0
67.3
360.4
195.1
Acquisition or disposition-related charges, including amortization of intangibles
and impairment
37.4
50.6
103.5
113.0
Tax expense associated with certain foreign performance revenues
(0.2)
(0.2)
(1.4)
(0.8)
Net income attributable to non-controlling interests in consolidated entities
(20.0)
(29.7)
(54.3)
(90.0)
Other adjustments(2)
5.3
5.4
45.8
11.6
Distributable Earnings
$367.1
$367.4
$1,141.6
$1,027.8
Realized performance revenues, net of related compensation(3)
90.6
150.0
288.3
394.6
Realized principal investment income(3)
9.1
23.4
69.4
69.3
Net interest
10.5
10.7
33.3
41.5
Fee Related Earnings
$277.9
$204.7
$817.2
$605.4
(1)Equity-based compensation for the three and nine months ended September 30, 2024 and 2023 includes amounts that are
presented in principal investment income and general, administrative and other expenses in the Company’s U.S. GAAP
statement of operations.
(2)Includes charges (credits) related to Carlyle corporate actions and non-recurring items that affect period-to-period
comparability and are not reflective of the Company’s operating performance.
(3)See reconciliation to most directly comparable U.S. GAAP measure below:
62
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Three Months Ended September 30, 2024
Carlyle
Consolidated
Adjustments (4)
Total
Reportable
Segments
(Dollars in millions)
Performance revenues
$1,785.5
$(1,509.6)
$275.9
Performance revenues related compensation expense
1,151.0
(965.7)
185.3
Net performance revenues
$634.5
$(543.9)
$90.6
Principal investment income (loss)
$46.0
$(36.9)
$9.1
Nine Months Ended September 30, 2024
Carlyle
Consolidated
Adjustments (4)
Total
Reportable
Segments
(Dollars in millions)
Performance revenues
$1,826.7
$(996.5)
$830.2
Performance revenues related compensation expense
1,222.4
(680.5)
541.9
Net performance revenues
$604.3
$(316.0)
$288.3
Principal investment income (loss)
$207.2
$(137.8)
$69.4
Three Months Ended September 30, 2023
Carlyle
Consolidated
Adjustments (4)
Total
Reportable
Segments
(Dollars in millions)
Performance revenues
$(118.3)
$298.7
$180.4
Performance revenues related compensation expense
(53.9)
84.3
30.4
Net performance revenues
$(64.4)
$214.4
$150.0
Principal investment income (loss)
$100.6
$(77.2)
$23.4
Nine Months Ended September 30, 2023
Carlyle
Consolidated
Adjustments (4)
Total
Reportable
Segments
(Dollars in millions)
Performance revenues
$(204.3)
$884.9
$680.6
Performance revenues related compensation expense
(40.4)
326.4
286.0
Net performance revenues
$(163.9)
$558.5
$394.6
Principal investment income (loss)
$105.1
$(35.8)
$69.3
(4)  Adjustments to performance revenues and principal investment income (loss) relate to (i) unrealized performance allocations
net of related compensation expense and unrealized principal investment income, which are excluded from the segment
results, (ii) amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were
included in the segment results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were
excluded from the segment results, (iv) the reclassification of NGP performance revenues, which are included in principal
investment income in the U.S. GAAP financial statements, (v) the reclassification of fee related performance revenues, which
are included in fund level fee revenues in the segment results, and (vi) the reclassification of tax expenses associated with
certain foreign performance revenues. Adjustments to principal investment income (loss) also include the reclassification of
earnings for the investments in NGP Management and its affiliates to the appropriate operating captions for the segment
results, the exclusion of charges associated with the investment in NGP Management and its affiliates that are excluded from
the segment results and the exclusion of the principal investment loss from dilution of the indirect investment in Fortitude.
63
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
16. Subsequent Events
In October, the Company’s Board of Directors declared a quarterly dividend of $0.35 per share of common stock to
common stockholders of record at the close of business on November 18, 2024, payable on November 25, 2024.
64
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
17. Supplemental Financial Information
The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the
Company’s financial position as of September 30, 2024 and December 31, 2023 and results of operations for the three and nine
months ended September 30, 2024 and 2023. The supplemental statement of cash flows is presented without effects of the
Consolidated Funds.
 
As of September 30, 2024
 
Consolidated
Operating
Entities
Consolidated
Funds
Eliminations
Consolidated
 
(Dollars in millions)
Assets
Cash and cash equivalents
$1,376.8
$—
$—
$1,376.8
Cash and cash equivalents held at Consolidated Funds
—
488.5
—
488.5
Restricted cash
2.1
—
—
2.1
Investments, including performance allocations of $7,210.8
11,407.5
—
(312.5)
11,095.0
Investments of Consolidated Funds
—
7,427.9
—
7,427.9
Due from affiliates and other receivables, net
1,061.5
—
(304.3)
757.2
Due from affiliates and other receivables of Consolidated Funds, net
—
218.3
—
218.3
Fixed assets, net
174.1
—
—
174.1
Lease right-of-use assets, net
353.6
—
—
353.6
Deposits and other
69.9
1.9
—
71.8
Intangible assets, net
670.6
—
—
670.6
Deferred tax assets
22.5
—
—
22.5
Total assets
$15,138.6
$8,136.6
$(616.8)
$22,658.4
Liabilities and equity
Debt obligations
$2,211.0
$—
$—
$2,211.0
Loans payable of Consolidated Funds
—
6,830.3
(298.9)
6,531.4
Accounts payable, accrued expenses and other liabilities
349.9
—
—
349.9
Accrued compensation and benefits
5,434.8
—
—
5,434.8
Due to affiliates
214.4
5.4
—
219.8
Deferred revenue
379.5
—
—
379.5
Deferred tax liabilities
150.5
—
—
150.5
Other liabilities of Consolidated Funds
—
497.7
(0.1)
497.6
Lease liabilities
504.6
—
—
504.6
Accrued giveback obligations
43.9
—
—
43.9
Total liabilities
9,288.6
7,333.4
(299.0)
16,323.0
Common stock
3.6
—
—
3.6
Additional paid-in capital
3,774.5
334.1
(334.1)
3,774.5
Retained earnings
2,034.5
—
—
2,034.5
Accumulated other comprehensive loss
(278.3)
(3.9)
16.3
(265.9)
Non-controlling interests in consolidated entities
315.7
473.0
—
788.7
Total equity
5,850.0
803.2
(317.8)
6,335.4
Total liabilities and equity
$15,138.6
$8,136.6
$(616.8)
$22,658.4
65
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
As of December 31, 2023
 
Consolidated
Operating
Entities
Consolidated
Funds
Eliminations
Consolidated
 
(Dollars in millions)
Assets
Cash and cash equivalents
$1,440.3
$—
$—
$1,440.3
Cash and cash equivalents held at Consolidated Funds
—
346.0
—
346.0
Restricted cash
1.8
—
—
1.8
Investments, including performance allocations of $6,169.9
10,104.5
—
(149.2)
9,955.3
Investments of Consolidated Funds
—
7,313.9
(60.8)
7,253.1
Due from affiliates and other receivables, net
1,009.2
—
(317.6)
691.6
Due from affiliates and other receivables of Consolidated Funds, net
—
141.0
—
141.0
Fixed assets, net
161.5
—
—
161.5
Lease right-of-use assets, net
332.2
—
—
332.2
Deposits and other
66.0
4.6
—
70.6
Intangible assets, net
766.1
—
—
766.1
Deferred tax assets
16.5
—
—
16.5
Total assets
$13,898.1
$7,805.5
$(527.6)
$21,176.0
Liabilities and equity
Debt obligations
$2,281.0
$—
$—
$2,281.0
Loans payable of Consolidated Funds
—
6,796.4
(309.9)
6,486.5
Accounts payable, accrued expenses and other liabilities
333.8
—
—
333.8
Accrued compensation and benefits
4,922.2
—
—
4,922.2
Due to affiliates
269.6
6.3
—
275.9
Deferred revenue
140.3
—
—
140.3
Deferred tax liabilities
45.3
—
—
45.3
Other liabilities of Consolidated Funds
—
374.4
—
374.4
Lease liabilities
488.1
—
—
488.1
Accrued giveback obligations
44.0
—
—
44.0
Total liabilities
8,524.3
7,177.1
(309.9)
15,391.5
Common stock
3.6
—
—
3.6
Additional paid-in capital
3,403.0
223.8
(223.8)
3,403.0
Retained earnings
2,082.1
—
—
2,082.1
Accumulated other comprehensive loss
(292.7)
(10.7)
6.1
(297.3)
Non-controlling interests in consolidated entities
177.8
415.3
—
593.1
Total equity
5,373.8
628.4
(217.7)
5,784.5
Total liabilities and equity
$13,898.1
$7,805.5
$(527.6)
$21,176.0
 
 
66
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
 
Three Months Ended September 30, 2024
 
Consolidated
Operating
Entities
Consolidated
Funds
Eliminations
Consolidated
 
(Dollars in millions)
Revenues
Fund management fees
$539.1
$—
$(6.4)
$532.7
Incentive fees
38.9
—
(0.2)
38.7
Investment income
Performance allocations
1,786.3
—
(0.8)
1,785.5
Principal investment income
47.4
—
(1.4)
46.0
Total investment income
1,833.7
—
(2.2)
1,831.5
Interest and other income
55.7
—
(3.5)
52.2
Interest and other income of Consolidated Funds
—
180.1
—
180.1
Total revenues
2,467.4
180.1
(12.3)
2,635.2
Expenses
Compensation and benefits
Cash-based compensation and benefits
207.5
—
—
207.5
Equity-based compensation
121.6
—
—
121.6
Performance allocations and incentive fee related compensation
1,151.0
—
—
1,151.0
Total compensation and benefits
1,480.1
—
—
1,480.1
General, administrative and other expenses
176.6
—
—
176.6
Interest
30.3
—
—
30.3
Interest and other expenses of Consolidated Funds
—
160.6
1.4
162.0
Other non-operating income
(0.1)
—
—
(0.1)
Total expenses
1,686.9
160.6
1.4
1,848.9
Other income
Net investment income of Consolidated Funds
—
2.5
—
2.5
Income before provision for income taxes
780.5
22.0
(13.7)
788.8
Provision for income taxes
173.1
—
—
173.1
Net income
607.4
22.0
(13.7)
615.7
Net income attributable to non-controlling interests in consolidated
entities
11.7
—
8.3
20.0
Net income attributable to The Carlyle Group Inc.
$595.7
$22.0
$(22.0)
$595.7
67
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
 
Nine Months Ended September 30, 2024
 
Consolidated
Operating
Entities
Consolidated
Funds
Eliminations
Consolidated
 
(Dollars in millions)
Revenues
Fund management fees
$1,610.1
$—
$(19.4)
$1,590.7
Incentive fees
96.7
—
(0.5)
96.2
Investment income
Performance allocations
1,827.8
—
(1.1)
1,826.7
Principal investment income
217.8
—
(10.6)
207.2
Total investment income
2,045.6
—
(11.7)
2,033.9
Interest and other income
175.9
—
(14.0)
161.9
Interest and other income of Consolidated Funds
—
510.6
—
510.6
Total revenues
3,928.3
510.6
(45.6)
4,393.3
Expenses
Compensation and benefits
Cash-based compensation and benefits
635.7
—
—
635.7
Equity-based compensation
355.1
—
—
355.1
Performance allocations and incentive fee related compensation
1,222.4
—
—
1,222.4
Total compensation and benefits
2,213.2
—
—
2,213.2
General, administrative and other expenses
512.2
—
—
512.2
Interest
91.5
—
—
91.5
Interest and other expenses of Consolidated Funds
—
464.6
(25.9)
438.7
Other non-operating income
(0.2)
—
—
(0.2)
Total expenses
2,816.7
464.6
(25.9)
3,255.4
Other income (loss)
Net investment loss of Consolidated Funds
—
(9.6)
—
(9.6)
Income before provision for income taxes
1,111.6
36.4
(19.7)
1,128.3
Provision for income taxes
264.5
—
—
264.5
Net income
847.1
36.4
(19.7)
863.8
Net income attributable to non-controlling interests in consolidated
entities
37.6
—
16.7
54.3
Net income attributable to The Carlyle Group Inc.
$809.5
$36.4
$(36.4)
$809.5
68
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Three Months Ended September 30, 2023
Consolidated
Operating
Entities
Consolidated
Funds
Eliminations
Consolidated
(Dollars in millions)
Revenues
Fund management fees
$511.5
$—
$(8.9)
$502.6
Incentive fees
23.6
—
(2.5)
21.1
Investment income (loss)
Performance allocations
(118.9)
—
0.6
(118.3)
Principal investment income
108.8
—
(8.2)
100.6
Total investment loss
(10.1)
—
(7.6)
(17.7)
Interest and other income
59.5
—
(1.6)
57.9
Interest and other income of Consolidated Funds
—
152.7
—
152.7
Total revenues
584.5
152.7
(20.6)
716.6
Expenses
Compensation and benefits
Cash-based compensation and benefits
267.6
—
—
267.6
Equity-based compensation
64.4
—
—
64.4
Performance allocations and incentive fee related compensation
(53.9)
—
—
(53.9)
Total compensation and benefits
278.1
—
—
278.1
General, administrative and other expenses
143.1
—
(0.1)
143.0
Interest
31.4
—
—
31.4
Interest and other expenses of Consolidated Funds
—
111.2
(8.7)
102.5
Other non-operating expenses
0.1
—
—
0.1
Total expenses
452.7
111.2
(8.8)
555.1
Other income (loss)
Net investment loss of Consolidated Funds
—
(9.3)
—
(9.3)
Income before provision for income taxes
131.8
32.2
(11.8)
152.2
Provision for income taxes
41.2
—
—
41.2
Net income
90.6
32.2
(11.8)
111.0
Net income attributable to non-controlling interests in consolidated
entities
9.3
—
20.4
29.7
Net income attributable to The Carlyle Group Inc.
$81.3
$32.2
$(32.2)
$81.3
69
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Nine Months Ended September 30, 2023
 
Consolidated
Operating
Entities
Consolidated
Funds
Eliminations
Consolidated
 
(Dollars in millions)
Revenues
Fund management fees
$1,535.0
$—
$(23.8)
$1,511.2
Incentive fees
64.4
—
(2.5)
61.9
Investment income (loss)
Performance allocations
(202.0)
—
(2.3)
(204.3)
Principal investment income
122.9
—
(17.8)
105.1
Total investment loss
(79.1)
—
(20.1)
(99.2)
Interest and other income
159.7
—
(7.6)
152.1
Interest and other income of Consolidated Funds
—
411.7
—
411.7
Total revenues
1,680.0
411.7
(54.0)
2,037.7
Expenses
Compensation and benefits
Cash-based compensation and benefits
798.4
—
—
798.4
Equity-based compensation
186.8
—
—
186.8
Performance allocations and incentive fee related compensation
(40.4)
—
—
(40.4)
Total compensation and benefits
944.8
—
—
944.8
General, administrative and other expenses
470.1
—
0.6
470.7
Interest
91.8
—
—
91.8
Interest and other expenses of Consolidated Funds
—
324.7
(26.4)
298.3
Other non-operating expenses
0.2
—
—
0.2
Total expenses
1,506.9
324.7
(25.8)
1,805.8
Other income
Net investment income of Consolidated Funds
—
9.9
—
9.9
Income before provision for income taxes
173.1
96.9
(28.2)
241.8
Provision for income taxes
68.2
—
—
68.2
Net income
104.9
96.9
(28.2)
173.6
Net income attributable to non-controlling interests in consolidated
entities
21.3
—
68.7
90.0
Net income attributable to The Carlyle Group Inc.
$83.6
$96.9
$(96.9)
$83.6
 
70
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
 
Nine Months Ended September 30,
 
2024
2023
 
(Dollars in millions)
Cash flows from operating activities
Net income
$847.1
$104.9
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization
137.0
137.0
Equity-based compensation
355.1
186.8
Non-cash performance allocations and incentive fees
(389.1)
425.0
Non-cash principal investment income
(182.0)
(100.0)
Other non-cash amounts
15.8
8.1
Purchases of investments
(479.4)
(244.9)
Proceeds from the sale of investments
435.7
351.8
Payments of contingent consideration
(4.0)
(68.6)
Change in deferred taxes, net
98.3
(103.3)
Change in due from affiliates and other receivables
(38.2)
16.9
Change in deposits and other
(5.4)
(38.5)
Change in accounts payable, accrued expenses and other liabilities
15.4
(101.8)
Change in accrued compensation and benefits
(170.8)
(128.3)
Change in due to affiliates
(0.9)
(8.8)
Change in lease right-of-use asset and lease liability
(5.4)
(7.5)
Change in deferred revenue
238.1
290.0
Net cash provided by operating activities
867.3
718.8
Cash flows from investing activities
Purchases of corporate treasury investments
(5.0)
(187.3)
Proceeds from corporate treasury investments
5.1
152.4
Purchases of fixed assets, net
(51.0)
(49.6)
Net cash used in investing activities
(50.9)
(84.5)
Cash flows from financing activities
Borrowings under credit facilities
10.4
—
Repayments under credit facilities
(10.4)
—
Payments on CLO borrowings
(73.3)
(7.3)
Proceeds from CLO borrowings, net of financing costs
0.5
10.0
Dividends to common stockholders
(377.8)
(371.4)
Payment of deferred consideration for Carlyle Holdings units
(68.8)
(68.8)
Contributions from non-controlling interest holders
155.2
7.9
Distributions to non-controlling interest holders
(58.9)
(48.9)
Common shares repurchased and net share settlement of equity awards
(478.8)
(203.7)
Change in due to/from affiliates financing activities
13.3
(36.4)
Net cash used in financing activities
(888.6)
(718.6)
Effect of foreign exchange rate changes
9.0
(5.0)
Decrease in cash, cash equivalents and restricted cash
(63.2)
(89.3)
Cash, cash equivalents and restricted cash, beginning of period
1,442.1
1,361.5
Cash, cash equivalents and restricted cash, end of period
$1,378.9
$1,272.2
Reconciliation of cash, cash equivalents and restricted cash, end of period:
  Cash and cash equivalents
$1,376.8
$1,267.7
  Restricted cash
2.1
4.5
  Total cash, cash equivalents and restricted cash, end of period
$1,378.9
$1,272.2
  Cash and cash equivalents held at Consolidated Funds
$488.5
$352.3
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless context suggests otherwise, references in this report to “Carlyle,” the “Company,” “we,” “us,” and “our” refer
to The Carlyle Group Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in
conjunction with the consolidated financial statements and the related notes included in this Quarterly Report on Form 10-Q
and the Annual Report on Form 10-K for the year ended December 31, 2023.
Overview
We are one of the world’s largest global investment firms that deploys private capital across its business and we conduct
our operations through three reportable segments: Global Private Equity, Global Credit, and Global Investment Solutions.
•Global Private Equity — Our Global Private Equity segment advises our buyout, middle market and growth capital funds,
our U.S. and internationally focused real estate funds, and our infrastructure and natural resources funds. The segment
also includes the NGP Carry Funds advised by NGP. As of September 30, 2024, our Global Private Equity segment had
$169 billion in AUM and $104 billion in Fee-earning AUM.
•Global Credit — Our Global Credit segment advises funds and vehicles that pursue investment strategies including loans
and structured credit, direct lending, opportunistic credit, distressed credit, aircraft financing and servicing, infrastructure
debt, insurance solutions and global capital markets. As of September 30, 2024, our Global Credit segment had $194
billion in AUM and $159 billion in Fee-earning AUM.
•Global Investment Solutions — Our Global Investment Solutions segment advises global private equity programs and
related co-investment and secondary activities. As of September 30, 2024, our Global Investment Solutions segment had
$84 billion in AUM and $51 billion in Fee-earning AUM.
We earn management fees pursuant to contractual arrangements with the investment funds that we manage and fees for
transaction advisory and oversight services provided to portfolio companies of these funds. We also typically receive a
performance fee from an investment fund, which may be either an incentive fee or a special residual allocation of income,
which we refer to as a performance allocation, or carried interest, in the event that specified investment returns are achieved by
the fund. Under U.S. generally accepted accounting principles (“U.S. GAAP”), we are required to consolidate some of the
investment funds that we advise. However, for segment reporting purposes, we present revenues and expenses on a basis that
deconsolidates these investment funds. Refer to Note 15, Segment Reporting, to the condensed consolidated financial
statements included in this Quarterly Report on Form 10-Q for more information on the differences between our financial
results reported pursuant to U.S. GAAP and our financial results for segment reporting purposes.
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Our Global Investment Offerings
The following table provides a breakout of the product offerings and related acronyms included in our total assets under
management of $447 billion as of September 30, 2024 for each of our three global business segments (in billions):
Global Private Equity
$169.2
Global Credit
$194.5
Corporate Private Equity
$111.0
Insurance 4
$83.2
U.S. Buyout (CP)
54.2
Liquid Credit
$49.9
Asia Buyout (CAP)
12.4
U.S. CLOs
35.8
Europe Buyout (CEP)
11.7
Europe CLOs
10.2
Carlyle Global Partners (CGP)
7.2
Revolving Credit
2.0
Japan Buyout (CJP)
6.6
CLO Investment Products
1.9
Europe Technology (CETP)
5.9
Private Credit
$28.3
U.S. Growth (CP Growth / CEOF)
3.9
Opportunistic Credit (CCOF / CSP)
17.6
Life Sciences (ABV / ACCD)
2.1
Direct Lending 5
10.7
Asia Growth (CAP Growth / CAGP)
1.2
Real Assets Credit
$18.6
Other 1
5.7
Aviation (SASOF / CALF)
12.1
Infrastructure (CICF)
5.7
Real Estate
$33.9
Other 6
0.8
U.S. Real Estate (CRP)
23.0
Platform Initiatives
$14.5
Core Plus Real Estate (CPI)
7.6
Asset-Backed Finance
7.4
International Real Estate (CER)
3.4
Carlyle Tactical Private Credit (CTAC)
4.8
Other Cross-Platform Credit Products
2.3
Infrastructure & Natural Resources
$24.3
Global Investment Solutions
$83.7
NGP Energy 2
10.9
Secondaries and Portfolio Finance (ASF / ASPF)
$35.3
Infrastructure & Renewable Energy 3
7.5
Co-Investments (ACF)
$22.8
International Energy (CIEP)
6.0
Primary Investments & Other 7
$25.6
Note: All amounts shown represent total assets under management as of September 30, 2024, and totals may not sum due to rounding. In
addition, certain carry funds included herein may not be included in fund performance if they have not made an initial capital call or
commenced investment activity.
(1)Includes our Financial Services (CGFSP), Sub-Saharan Africa Buyout (CSSAF), South America Buyout (CSABF), Peru Buyout (CPF),
MENA Buyout and Ireland Buyout (CICF) funds, as well as platform accounts which invest across Corporate Private Equity strategies.
(2)NGP Energy funds are advised by NGP Energy Capital Management, LLC, a separately registered investment adviser. We do not serve as
an investment adviser to those funds.
(3)Includes our Infrastructure (CGIOF), Renewable Energy (CRSEF) and Power funds (CPP / CPOCP).
(4)Includes Carlyle FRL, capital raised from strategic third-party investors which directly invest in Fortitude alongside Carlyle FRL, as well
as the fair value of the general account assets covered by the strategic advisory services agreement with Fortitude.
(5)Includes our business development companies (CSL / CARS) and our evergreen fund (CDLF).
(6)Includes our Energy Credit (CEMOF) and Real Estate Credit (CNLI) funds.
(7)Includes Mezzanine and Carlyle AlpInvest Private Markets (CAPM) funds.
Trends Affecting our Business
In the third quarter of 2024, global growth remained much more stable than many had feared, as monetary policy in most
developed market economies continued to ease. Labor market indicators in the United States softened as the Federal Reserve
initiated its easing cycle, while the European Central Bank (ECB) has now cut its deposit facility rate year-to-date by a
cumulative 75bps amidst uneven growth. India experienced slower economic activity and consumption growth, and China
continued to face uneven underlying growth as it attempted to stabilize property markets amid broader economic
transformation. Meanwhile, momentum in Japan slowed as the country navigated market volatility following the Bank of Japan
raising rates to the highest level in 15 years. By contrast, Korea’s economy rebounded as the Bank of Korea initiated its easing
cycle following a second-quarter contraction.
In the U.S., official data suggest the economy grew at a 2.8% annualized rate in the third quarter of 2024 and U.S.
corporate margins continued to widen. Underlying growth was notably strong, with real consumption contributing nearly 2.5
percentage points to the headline number. Spending rose strongly across both goods and services, with certain durable goods
such as autos notching their strongest growth since the pandemic. Profit growth also remains strong: unlike 2020-22, when
profit growth was primarily a pricing power phenomenon, today it is mainly driven by productivity gains that have thus far
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been underreported in official statistics. Lower base rates help as well; the Federal Open Market Committee’s decision to
reduce the policy rate by 50bps in September responded to incoming data implying softening price pressures and a balancing
labor market. The unemployment rate temporarily rose to 4.3% in July — the highest level since 2021 — on increased labor
supply, before settling back to 4.1% by the end of the quarter, where it began. The Fed’s preferred inflation gauge, the core
Personal Consumption Expenditures Price Index, has held steady, finishing August 2.7% above year ago levels. The Fed now
views the risks to achieving its dual mandate of maximum employment and stable prices as roughly in balance. Market
participants are generally in alignment with the Federal Reserve’s September Summary of Economic Projections, but the recent
strength of the hard data has increased the market’s assigned probability of a pause in cuts before year-end; futures quotes
currently imply slightly less than two full additional rate cuts in the fourth quarter of 2024.
In Japan, momentum slowed but growth remained positive, with estimates indicating the economy grew at a 1.7%
annualized rate in the third quarter. This performance occurred against a backdrop of market volatility. The Bank of Japan
raised short-term borrowing costs from the previous range of 0% to 0.1% to 0.25% in July, its highest level in 15 years, and
released a plan for tapering its asset purchases, signaling a pivotal shift away from a decade-long stimulus program. These
actions, paired with hawkish comments from policymakers and a disappointing string of economic data in the U.S., led to a
sharp appreciation of the yen, disrupting long-standing carry trades whose funding leg rested on Japan’s low rates. The surge in
the currency value triggered a sell-off in Japanese equity markets. Liquidity pressures led to a sell-off far in excess of what
could be explained by any change in fundamentals. On August 5th, the Nikkei 225 fell 12.4%, while the TOPIX fell 12.2%,
their largest respective single day declines since 1987. This event underscored the relative illiquidity of certain listed markets
and how public market moves can diverge from underlying fundamentals, a distinction that is much less pronounced in private
market valuations. While both public and private markets in Japan have elements of illiquidity, private assets are not as exposed
to the sharp drawdowns that public markets experience during times of volatility.
In India, our proprietary portfolio data suggest the economy grew at a 5.9% annualized rate in the third quarter. Despite a
slowdown in consumption, the country appears set for a period of substantial catch-up growth and improvements in living
standards, supported by recent reforms in taxation, digital payments, and land use. With substantial required investments in
physical capital, the return on each unit of capital in India remains considerably higher than the rest of the world. In China,
domestic consumption data remained soft, with annualized growth implied by proprietary portfolio data falling below 2% for
the first time since pandemic lockdowns were lifted. While wage income has been growing at a 6% annualized rate, this has
been offset by losses on real estate, which continue to intensify. Recognizing the unsustainability of maintaining 4% to 5%
industrial production growth in an economy where the domestic consumer absorbs less than half of this incremental output,
Chinese authorities announced a raft of policies in an effort to stabilize stock and property markets, boost consumption growth,
and attain broader growth targets.
Official data indicate Europe’s economy expanded at a 1.5% annualized rate in the third quarter, but continued to
experience significant dispersion across regions and sectors. While shifting consumption patterns and higher finance costs have
softened demand for durable goods and business equipment, stagnant European industrial activity is explained mainly by
uncompetitive energy costs. After several months of gains to start the year, energy-intensive industrial output in Germany fell at
a -9% annualized rate in the third quarter, leaving it 16% below levels that prevailed prior to Russia’s invasion of Ukraine. The
ECB enacted two additional 25bps cuts to its deposit rate, lowering it to 3.25%, with inflation falling below its 2% target. The
ECB is expected to continue a gradual reduction of borrowing costs as policymakers move towards a more neutral stance.
Earnings growth estimates for companies in the S&P 500 remain significantly higher than in 2023, at an anticipated 9.3%
for the year compared to 1% the previous year. Earnings are estimated to have grown by 3.6% in the third quarter of 2024,
compared to the same period a year ago, led by the information technology, health care, and communication services sectors.
The estimated blended net profit margin for the third quarter of 2024 was reported at 12.0%, roughly in line with the 12.2%
margin observed a year earlier.
Despite a temporary spike in volatility and sharp pullbacks in July and early September, equity markets performed well in
the third quarter of 2024, buoyed by a broader range of stocks beyond the earlier concentration in the “Magnificent Seven.” The
Russell 2000 and Dow Jones led U.S. equity markets, returning 8.9% and 8.2%, respectively, while the S&P 500 and Nasdaq
100 rose by 5.5% and 1.9%, respectively. In contrast to previous quarters, returns were more broad-based, and the “Magnificent
Seven” stocks accounted for just 0.5 percentage points (9%) of the S&P 500’s total quarterly gain. However, the forward price-
to-earnings ratio finished the quarter at 22.6x, which was roughly 20% above its 10-year average, as valuations continue to
stretch far beyond historically observed levels. Furthermore, despite the mega-caps’ relatively low contribution to aggregate
returns in the third quarter, these seven stocks have accounted for 50% of the S&P 500’s return since 2021 and, as of September
30, make up 32% of total market cap. Global equity markets also performed well during the third quarter, particularly in China,
where the Shanghai Composite returned 12.4%, following stimulus announcements by Chinese authorities. Elsewhere, the
MSCI ACWI and EuroStoxx 600 returned 6.2% and 2.2%, respectively.
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Global M&A activity, driven by strong momentum in non-sponsored transactions, recorded $907 billion in volume in the
third quarter, 23% higher than the same quarter last year and a 12% increase over the previous quarter. Notably, this quarter’s
M&A volume was in line with pre-pandemic averages, reflecting a normalization in transaction levels. Year-to-date, total M&A
volume stands at $2.6 trillion, a more than 20% increase relative to 2023, but still 16% below pre-pandemic levels. This growth
has been partially driven by notable increases in strategic M&A in Europe, with year-to-date strategic deal values totaling $541
billion, a 23.9% increase from the comparable period last year. LBOs and related add-ons remained strong at $385 billion year-
to-date, a 36% increase relative to the same period a year ago, accounting for 18% of total M&A activity, the second-highest
share recorded since 2008.
The effect of easier monetary policy is already evident in the U.S. IPO market. Excluding SPACs, 119 U.S. exchange-
listed IPOs raised $26.2 billion in the first nine months of the year, which is 30% more listings and a 50% increase in proceeds
relative to the same period last year. While the absolute value remains depressed and is still approximately 40% below the
capital raised during the first nine months of 2019, it is notable that follow-on transactions – often seen as a leading indicator
for IPO sentiment – are on the rise.
At $960 billion, U.S. institutional loan activity set an all-time record for the first nine months of the year. In the leveraged
loan market, spreads compressed to post-2008 lows as demand – driven entirely by still robust CLO issuance (net loan fund
flows turned negative in the quarter) – continued to outpace supply. When including high-yield bonds, full-year leveraged
finance issuance seems likely to exceed $1 trillion for only the third time in history. The main driver of this year’s record-
breaking institutional issuance continues to be the boom in refinancing and repricing transactions. However, the third quarter
saw a notable step down in those volumes relative to the first two quarters of the year; in fact, non-refinancing activity in the
U.S. exceeded a third of total issuance for the first time since the second quarter of 2022. Sponsors also took advantage of
favorable credit market conditions to issue the second-most (leveraged) dividends on record. September volumes alone totaled
$19.2 billion, the most for any month in the U.S. loan market by a wide margin.
Our carry fund portfolio appreciated 3% in the third quarter of 2024, our strongest quarterly appreciation since the second
quarter of 2022. Within our Global Private Equity segment in the third quarter, our corporate private equity funds appreciated
4%, driven by generally strong performance in the U.S. and Asia, buoyed by positive macro trends in those geographies and a
building exit pipeline. Our infrastructure and natural resources funds appreciated 2% in the quarter, reflecting stable commodity
prices, and our real estate funds appreciated 2%, benefiting from a cap rate environment that is still elevated but beginning to
thaw. Our Global Credit carry funds (which represent approximately 11% of the total Global Credit remaining fair value as of
September 30, 2024) appreciated 3% in the third quarter, while carry funds in our Global Investment Solutions segment
appreciated 2% in the third quarter.
Investment activity in our carry funds in the third quarter of 2024 generated realized proceeds of $6.8 billion, exceeding
invested capital of $3.9 billion and providing net positive distributions to our investors. As the recovery in deal activity
continues to gain momentum in the broader markets and the IPO market thaws, we expect to see increased activity in our carry
funds in the coming quarters. This activity includes our previously announced acquisitions of Worldpac, which closed on
November 1, and Vantive, which is expected to close in late 2024 or early 2025, as well as the IPOs of StandardAero and
Rigaku in October. Recovery in deal activity in the broader markets is also reflected in the more than 80% increase in capital
markets fees in the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.   
In our liquid credit strategy during the third quarter, we reset $2.8 billion in AUM across five CLOs, including
incremental fundraising of $0.2 billion, and refinanced one CLO. We generally seek to reset our CLOs to renew the
reinvestment period. In the absence of a reset, a CLO will begin to use cash flows to repay outstanding debt tranches, which
will reduce our AUM and Fee-earning AUM over time as the underlying collateral runs off.
Gross originations in our direct lending strategy totaled $1.3 billion in the third quarter of 2024, continuing a steady trend
of increases in gross originations since the second quarter of 2023, which was impacted by the slowdown in sponsor M&A
activity in 2022 and 2023. Dividend yields on our business development companies and CTAC as of September 30, 2024 were
approximately 11% and 10%, respectively.
We had $8.8 billion in new capital inflows in the third quarter, and $26.6 billion year-to-date, towards our previously
announced target of $40 billion of capital inflows in 2024. Although investors are beginning to see net positive distributions in
certain asset classes, the impact of net negative distributions to investors over the last two years, combined with heightened
geopolitical risk and continued global economic uncertainty, has compounded an already challenging fundraising landscape.
While we believe that we will continue to attract a significant amount of capital for our buyout funds, we have seen a decline in
buyout fund sizes across most geographies, which may continue to result in lower management fees in Global Private Equity in
the future.
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The SEC has put forth several rule proposals, and we are evaluating the potential impacts to our business and operations
and those of our portfolio companies. These proposals include, among others, safeguarding of advisory client assets for
registered investment advisers. In addition, the future of several final rules, such as the public company climate-related
disclosure rules and the private fund adviser rules, is in doubt pending the resolution of recent litigation. We are closely
evaluating potential impacts to our business of these rule proposals and adoptions and various financial, regulatory, and other
proposals put forth by the current and incoming Administration and Congress. The potential for policy changes may create
regulatory uncertainty for our investment strategies and our portfolio companies and could adversely affect our profitability and
the profitability of our portfolio companies.
Recent Developments
Dividends
In October, the Company’s Board of Directors declared a quarterly dividend of $0.35 per share to common stockholders
of record at the close of business on November 18, 2024, payable on November 25, 2024.
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Key Financial Measures
Our key financial measures and operating metrics are discussed in the following pages. Additional information regarding
U.S. GAAP measures and our other significant accounting policies can be found in Note 2, Summary of Significant Accounting
Policies, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Revenues
Revenues primarily consist of Fund management fees, Incentive fees, Investment income (including Performance
allocations, realized and unrealized gains of our investments in our funds and other principal investments), as well as Interest
and other income.
Fund management fees. Fund management fees include management fees and transaction and portfolio advisory fees. We
earn management fees for advisory services we provide to funds in which we hold a general partner interest or to funds or
certain portfolio companies with which we have an investment advisory or investment management agreement. These fees are
largely from either traditional closed-end, long-dated funds, which are highly predictable and stable, or Perpetual Capital
products as defined below. Management fees also include catch-up management fees, which are episodic in nature and
represent management fees charged to fund investors in subsequent closings of a fund which apply to the time period between
the fee initiation date and the subsequent closing date. We also earn management fees on our CLOs and other structured
products. 
Transaction and portfolio advisory fees. Transaction and portfolio advisory fees generally include capital markets fees
generated by Carlyle Global Capital Markets in connection with activities related to the underwriting, issuance and placement
of debt and equity securities, and loan syndication for our portfolio companies and third-party clients, which are generally not
subject to rebate offsets as described below with respect to our most recent vintages (but are subject to the rebate offsets set
forth below for older funds). Underwriting fees include gains, losses and fees arising from securities offerings in which we
participate in the underwriter syndicate.
Transaction and portfolio advisory fees also include fees we receive for the transaction and portfolio advisory services we
provide to our portfolio companies. When covered by separate contractual agreements, we recognize transaction and portfolio
advisory fees for these services when the performance obligation has been satisfied and collection is reasonably assured. We are
generally required to offset our fund management fees by the transaction and advisory fees earned, which we refer to as “rebate
offsets.”
The recognition of portfolio advisory fees, transactions fees, and capital markets fees can be volatile as they are primarily
generated by investment activity within our funds, and therefore are impacted by our investment pace.
Incentive fees. Incentive fees consist of performance-based incentive arrangements pursuant to management contracts,
primarily from certain of our Global Credit funds, when the return on assets under management exceeds certain benchmark
returns or other performance targets.  In such arrangements, incentive fees are recognized when the performance benchmark has
been achieved.
Investment income (loss). Investment income (loss) consists of our performance allocations as well as the realized and
unrealized gains and losses resulting from our equity method investments and other principal investments. 
Performance allocations consist principally of the performance-based capital allocation from fund limited partners to us,
commonly referred to as carried interest, from certain of our investment funds, which we refer to as the “carry funds.” Carried
interest revenue is recognized by Carlyle upon appreciation of the valuation of our funds’ investments above certain return
hurdles as set forth in each respective partnership agreement and is based on the amount that would be due to us pursuant to the
fund partnership agreement at each period end as if the funds were liquidated at such date. Accordingly, the amount of carried
interest recognized as performance allocations reflects our share of the fair value gains and losses of the associated funds’
underlying investments measured at their then-current fair values relative to the fair values as of the end of the prior period. As
a result, the performance allocations earned in an applicable reporting period are not indicative of any future period, as fair
values are based on conditions prevalent as of the reporting date. Refer to “—Trends Affecting our Business” for further
discussion.
For any given period, performance allocations revenue on our statement of operations may include reversals of previously
recognized performance allocations due to a decrease in the value of a particular fund that results in a decrease of cumulative
performance allocations earned to date. Since fund return hurdles are cumulative, previously recognized performance
77
allocations also may be reversed in a period of appreciation that is lower than the particular fund’s hurdle rate. Additionally,
unrealized performance allocations reverse when performance allocations are realized, and unrealized performance allocations
can be negative if the amount of realized performance allocations exceed total performance allocations generated in the period.
The timing and receipt of realized performance allocations varies with the lifecycle of our carry funds and there is often a
difference between the time we start accruing performance allocations and realization. The timing of performance allocations
realizations from our Global Investment Solutions, Carlyle Aviation, and Abingworth funds is typically later than in our other
carry funds based on the terms of such arrangements.
Under our arrangements with the historical owners and management teams of AlpInvest and Abingworth, the amount of
carried interest to which we are entitled varies. In some cases, we are entitled to 15% of the carried interest in respect of
commitments from the historical owners of AlpInvest for the period between 2011 and 2020. In certain instances, carried
interest associated with the AlpInvest fund vehicles is subject to entity level income taxes in the Netherlands. Additionally, in
connection with the acquisition of Abingworth, we are entitled to 15% of carried interest generated from certain Abingworth
funds.
Realized carried interest may be clawed back or given back to the fund if the fund’s investment values decline below
certain return hurdles, which vary from fund to fund. This amount is known as the “giveback obligation.” In all cases, each
investment fund is considered separately in evaluating carried interest and potential giveback obligations. 
Accrued performance allocations and accrued giveback obligations at a point in time assume a hypothetical liquidation of
the funds’ investments at their then current fair values. Each investment fund is considered separately in evaluating carried
interest and potential giveback obligations. These assets and liabilities will continue to fluctuate in accordance with the fair
values of the funds’ investments until they are realized. The Company uses “net accrued performance revenues” to refer to the
aggregation of the accrued performance allocations and incentive fees net of (i) accrued giveback obligations, (ii) accrued
performance allocations and incentive fee related compensation, (iii) performance allocations and incentive fee related tax
obligations, and (iv) accrued performance allocations and incentive fees attributable to non-controlling interests. Net accrued
performance revenues exclude any net accrued performance allocations and incentive fees that have been realized but will be
collected in subsequent periods, as well as net accrued performance revenues which are presented as fee related performance
revenues when realized in our non-GAAP financial measures. Realized performance allocation-related compensation associated
with our updated compensation program that has not yet been paid is also excluded from our net accrued performance
allocations.
In addition, realized performance allocations may be reversed in future periods to the extent that such amounts become
subject to a giveback obligation. The aggregate amount of giveback obligations realized since Carlyle’s inception totaled
$242.3 million, $160.8 million of which was related to various Legacy Energy Funds. Given that current and former senior
Carlyle professionals and other limited partners of the Carlyle Holdings partnerships are responsible for paying the majority of
the realized giveback obligation, only $72.3 million of the $242.3 million aggregate giveback obligation realized since
inception was attributable to Carlyle. The realization of giveback obligations for the Company’s portion of such obligations
reduces Distributable Earnings in the period realized. Further, each individual who holds equity interests in carried interest
generated by our funds and is a recipient of realized carried interest typically signs a guarantee agreement or partnership
agreement that personally obligates such person to return his/her pro rata share of any amounts of realized carried interest
previously distributed that are later clawed back. Accordingly, carried interest as performance allocation compensation is
subject to return to the Company in the event a giveback obligation is funded. Generally, the actual giveback liability, if any,
does not become due until the end of a fund’s life.
In addition, in our discussion of our non-GAAP results, we use the term “realized net performance revenues” to refer to
realized performance allocations and incentive fees from our funds, net of the portion allocated to our investment professionals,
and other employees and certain tax expenses associated with carried interest attributable to certain partners and employees,
which are reflected as realized performance allocations and incentive fees related compensation expense. See “—Non-GAAP
Financial Measures” and “—Segment Analysis” for the amount of realized net performance revenues recognized each period
and related discussion.
Investment income also represents the realized and unrealized gains and losses on our principal investments, including
our investments in Carlyle funds that are not consolidated, and our strategic investments in NGP as described below, as well as
any interest and other income. Realized principal investment income (loss) is recorded when we redeem all or a portion of our
investment or when we receive or are due cash income, such as dividends or distributions. A realized principal investment loss
is also recorded when an investment is deemed to be worthless. Unrealized principal investment income (loss) results from
changes in the fair value of the underlying investment, as well as the reversal of previously recognized unrealized gains (losses)
at the time an investment is realized.
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We account for our investments in NGP under the equity method of accounting. Our investments in NGP include the
equity interests in NGP Management Company, L.L.C. (“NGP Management”) and the general partners of certain carry funds
advised by NGP. These interests entitle us to an allocation of income equal to 55.0% of the management fee related revenues of
NGP Management, which serves as the investment advisor to certain NGP funds as well as 47.5% (40% or 42.75% in the case
of certain funds) of the performance allocations that NGP receives from the NGP Carry Funds. We record investment income
(loss) for our equity income allocation from NGP management fee related revenues and also record our share of any allocated
expenses from NGP Management, as well as expenses associated with the compensatory elements of the strategic investment.
We also record our equity income allocation from NGP performance allocations in principal investment income (loss) from
equity method investments rather than performance allocations in our condensed consolidated statements of operations. We do
not control or manage NGP. Moreover, we do not operate NGP’s business, have representation on NGP’s board or serve as an
investment advisor to any investment fund sponsored by NGP, nor do we direct the operations of any of NGP portfolio
companies. While we have consent rights over certain major actions by NGP outside of the ordinary course of NGP’s business
(including, for example, consent rights over items such as amendments to the organizational documents of the entity in which
we are invested, changes to the management fee streams earned by NGP under its fund agreements, or the incurrence of certain
debt by NGP and other similar items), we have no voting rights or consent rights on any NGP investment committee that selects
investments to be made by NGP funds. For further information regarding our strategic investments in NGP, refer to Note 4,
Investments, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Interest and other income. Interest and other income primarily represents reimbursement of certain costs incurred on
behalf of our funds as well as interest income that we earn such as from our cash and money market accounts and other
investments, including CLO senior and subordinated notes.
Interest and other income of Consolidated Funds. Interest and other income of Consolidated Funds primarily represents
the interest earned on assets of consolidated CLOs.
Net investment income (loss) of Consolidated Funds. Net investment income (loss) of Consolidated Funds generally
measures the change in the difference in fair value between the assets and the liabilities of the Consolidated Funds. Income
(loss) indicates that the fair value of the assets of the Consolidated Funds appreciated more (less), or depreciated less (more),
than the fair value of the liabilities of the Consolidated Funds. Income or loss is not necessarily indicative of the investment
performance of the Consolidated Funds and does not impact the management or incentive fees received by Carlyle for its
management of the Consolidated Funds. The portion of the net investment income (losses) of Consolidated Funds attributable
to the limited partner investors is allocated to non-controlling interests. Therefore, income or loss is not expected to have a
material impact on the revenues or profitability of the Company. Moreover, although the assets of the Consolidated Funds are
consolidated onto our balance sheet pursuant to U.S. GAAP, ultimately we do not have recourse to such assets and such
liabilities are generally non-recourse to us. Therefore, income or loss from the Consolidated Funds generally does not impact
the assets available to our common stockholders.
Expenses
Compensation and benefits. Compensation includes salaries, bonuses, equity-based compensation, and performance
payment arrangements. Bonuses are accrued over the service period to which they relate.
We recognize as compensation expense the portion of performance allocations and incentive fees that are due to our
employees, senior Carlyle professionals, advisors, and operating executives in a manner consistent with how we recognize the
performance allocations and incentive fee revenue. These amounts are accounted for as compensation expense in conjunction
with the related performance allocations and incentive fee revenue and, until paid, are recognized as a component of the accrued
compensation and benefits liability. Compensation in respect of performance allocations and incentive fees is paid when the
related performance allocations and incentive fees are realized, and not when such performance allocations and incentive fees
are accrued. The funds do not have a uniform allocation of performance allocations and incentive fees to our employees, senior
Carlyle professionals, advisors, and operating executives. However, subsequent to the updates made to our compensation
strategy effective December 31, 2023, we generally allocate a range of 60% to 70% of performance allocations and incentive
fees to our employees. As a result, the portion of performance allocations and incentive fees paid as compensation has increased
and cash-based compensation and benefits has decreased in 2024 compared to the prior period.
In addition, we have implemented various equity-based compensation arrangements that require senior Carlyle
professionals and other employees to provide services over a service period of generally one year to four years in order to vest
in the applicable equity interests, which under U.S. GAAP will result in compensation charges over current and future periods.
In certain of our equity-based compensation arrangements, vesting is based on the achievement of certain performance targets
79
or market conditions (see Note 14, Equity-Based Compensation). Compensation charges associated with all equity-based
compensation grants are excluded from Fee Related Earnings and Distributable Earnings.
We may hire additional individuals and overall compensation levels may correspondingly increase, which could result in
an increase in compensation and benefits expense.  As a result of prior acquisitions, we have charges associated with contingent
consideration taking the form of earn-outs and profit participation, some of which are reflected as compensation expense.
General, administrative and other expenses. General, administrative and other expenses include occupancy and
equipment expenses and other expenses, which consist principally of professional fees, including those related to our global
regulatory compliance program, external costs of fundraising, travel and related expenses, communications and information
services, depreciation and amortization (including intangible asset amortization and impairment), bad debt expense, and foreign
currency transactions. We expect that general, administrative and other expenses will vary due to infrequently occurring or
unusual items, such as impairment of intangible assets or lease right-of-use assets and expenses or insurance recoveries
associated with litigation and contingencies. Also, in periods of significant fundraising, to the extent that we use third parties to
assist in our fundraising efforts, our general, administrative and other expenses may increase accordingly. Similarly, our
general, administrative and other expenses may increase as a result of professional and other fees incurred as part of due
diligence related to strategic acquisitions and new product development. Additionally, we anticipate that general, administrative
and other expenses will fluctuate from period to period due to the impact of foreign exchange transactions.
Interest and other expenses of Consolidated Funds. Interest and other expenses of Consolidated Funds consist primarily
of interest expense related primarily to loans of consolidated CLOs, professional fees and other third-party expenses.
Income taxes. Income taxes are accounted for using the asset and liability method of accounting. Under this method,
deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying
amounts of assets and liabilities and their respective tax basis, using currently enacted tax rates. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period in which the change is enacted. Deferred tax
assets are reduced by a valuation allowance when it is more likely than not that some or all of the deferred tax assets will not be
realized. 
Non-controlling Interests in Consolidated Entities. Non-controlling interests in consolidated entities represent the
component of equity in consolidated entities not held by us. These interests are adjusted for general partner allocations.
Earnings Per Common Share. We compute earnings per common share in accordance with ASC 260, Earnings Per
Share. Basic earnings per common share is calculated by dividing net income (loss) attributable to the common shares of the
Company by the weighted average number of common shares outstanding for the period. Diluted earnings per common share
reflects the assumed conversion of all dilutive securities.
Non-GAAP Financial Measures
Distributable Earnings. Distributable Earnings, or “DE,” is a key performance benchmark used in our industry and is
evaluated regularly in making resource deployment and compensation decisions, and in assessing the performance of our three
segments. We also use DE in our budgeting, forecasting, and the overall management of our segments. We believe that
reporting DE is helpful to understanding our business and that investors should review the same supplemental financial measure
that management uses to analyze our segment performance. DE is intended to show the amount of net realized earnings without
the effects of consolidation of the Consolidated Funds. DE is derived from our segment reported results and is an additional
measure to assess performance.
Distributable Earnings differs from income (loss) before provision for income taxes computed in accordance with U.S.
GAAP in that it includes certain tax expenses associated with certain foreign performance revenues (comprised of performance
allocations and incentive fees), and does not include unrealized performance allocations and related compensation expense,
unrealized principal investment income, equity-based compensation expense, net income (loss) attributable to non-Carlyle
interest in consolidated entities, or charges (credits) related to Carlyle corporate actions and non-recurring items that affect
period-to-period comparability and are not reflective of the Company’s operational performance. Charges (credits) related to
Carlyle corporate actions and non-recurring items include: charges associated with acquisitions, dispositions, or strategic
investments, changes in the tax receivable agreement liability, amortization and any impairment charges associated with
acquired intangible assets, transaction costs associated with acquisitions and dispositions, charges associated with earn-outs and
contingent consideration including gains and losses associated with the estimated fair value of contingent consideration issued
in conjunction with acquisitions or strategic investments, impairment charges associated with lease right-of-use assets, gains
and losses from the retirement of debt, charges associated with contract terminations and employee severance, and certain
80
general, administrative and other expenses when the timing of any future payment is uncertain, and non-recurring items that
affect period-to-period comparability and are not reflective of the Company’s operating performance. We believe the inclusion
or exclusion of these items provides investors with a meaningful indication of our core operating performance. This measure
supplements and should be considered in addition to and not in lieu of the results of operations discussed further under “—
Consolidated Results of Operations” prepared in accordance with U.S. GAAP.
Fee Related Earnings. Fee Related Earnings, or “FRE,” is a component of DE and is used to assess the ability of the
business to cover base compensation and operating expenses from total fee revenues. FRE adjusts DE to exclude net realized
performance revenues, realized principal investment income from investments in Carlyle funds, and net interest (interest
income less interest expense). Fee Related Earnings includes fee related performance revenues and related compensation
expense, which is generally approximately 45% of fee related performance revenues. Fee related performance revenues
represent the realized portion of performance revenues that are measured and received on a recurring basis, are not dependent
on realization events, and which have no risk of giveback.
Operating Metrics
We monitor certain operating metrics that are common to the asset management industry.
Fee-earning Assets under Management. Fee-earning assets under management or Fee-earning AUM refers to the assets
we manage or advise from which we derive recurring fund management fees. Our Fee-earning AUM is generally based on one
of the following, once fees have been activated:
(a)the amount of limited partner capital commitments, generally for carry funds where the original investment period
has not expired and for AlpInvest carry funds during the commitment fee period (see “Fee-earning AUM based on
capital commitments” in the table below for the amount of this component at each period);
(b)the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-
investment vehicles where the original investment period has expired (see “Fee-earning AUM based on invested
capital” in the table below for the amount of this component at each period);
(c)the amount of aggregate fee-earning collateral balance at par of our CLOs and other securitization vehicles, as
defined in the fund indentures (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions)
as of the quarterly cut-off date;
(d)the external investor portion of the net asset value of certain carry funds (see “Fee-earning AUM based on net
asset value” in the table below for the amount of this component at each period);
(e)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement (see
“Fee-earning AUM based on fair value and other” in the table below);
(f)the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our
business development companies and certain carry funds (included in “Fee-earning AUM based on lower of cost
or fair value and other” in the table below); and
(g)the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee
period has expired and certain carry funds where the investment period has expired, (included in “Fee-earning
AUM based on lower of cost or fair value and other” in the table below).
81
The chart below presents Fee-earning AUM by segment at each period, in billions.
1
The table below details Fee-earning AUM by its respective components at each period.
 
As of September 30,
 
2024
2023
Consolidated Results
(Dollars in millions)
Components of Fee-earning AUM
Fee-earning AUM based on capital commitments
$71,247
$71,399
Fee-earning AUM based on invested capital
73,090
67,359
Fee-earning AUM based on collateral balances, at par
46,454
49,713
Fee-earning AUM based on net asset value
21,992
17,846
Fee-earning AUM based on fair value and other
100,824
66,710
Balance, End of Period(1)
$313,607
$273,027
(1)Ending balances as of September 30, 2024 and 2023 exclude $21.0 billion and $10.5 billion, respectively, of pending Fee-earning AUM
for which fees have not yet been activated.
The table below provides the period to period rollforward of Fee-earning AUM.
 
Three Months Ended September 30,
Nine Months Ended September 30,
 
2024
2023
2024
2023
Consolidated Results
(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period
$307,345
$271,399
$307,418
$266,577
Inflows(1)
5,359
10,272
21,259
19,339
Outflows (including realizations)(2)
(5,129)
(4,885)
(18,582)
(12,027)
Market Activity & Other(3)
4,184
(1,901)
3,235
385
Foreign Exchange(4)
1,848
(1,858)
277
(1,247)
Balance, End of Period
$313,607
$273,027
$313,607
$273,027
82
(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based on
commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are based
on invested capital, the fee-earning collateral balance of new CLO issuances, closed reinsurance transactions at Fortitude, as well as
gross subscriptions in our vehicles for which management fees are based on net asset value. Inflows exclude fundraising amounts during
the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM. Inflows for the nine months
ended September 30, 2023 include $2.4 billion of Fee-earning AUM related to closed reinsurance transactions at Fortitude.
(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair
value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has
expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-end funds, and outflows
from our liquid credit products. Distributions for funds earning management fees based on commitments during the period do not affect
Fee-earning AUM.
(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower
of cost or fair value and net asset value, activity of funds with fees based on gross asset value, and changes in the fair value of Fortitude’s
general account assets covered by the strategic advisory services agreement.
(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated
funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the
period end.
Refer to “—Segment Analysis” for a detailed discussion by segment of the activity affecting Fee-earning AUM for each
of the periods presented by segment.
Assets under Management. Assets under management or “AUM” refers to the assets we manage or advise. Our AUM
generally equals the sum of the following:
(a)  the aggregate fair value of our carry funds and related co-investment vehicles, and separately managed accounts, plus
the capital that Carlyle is entitled to call from investors in those funds and vehicles (including Carlyle commitments to
those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the terms of their capital
commitments to those funds and vehicles;
(b) the amount of aggregate collateral balance and principal cash at par or aggregate principal amount of the notes of our
CLOs and other structured products (inclusive of all positions);
(c) the net asset value of certain carry funds;
(d)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement; and
(e) the gross assets (including assets acquired with leverage) of our business development companies, plus the capital that
Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their capital commitments to those
vehicles.
83
The chart below presents Total AUM by segment at each period, in billions.
13
We include in our calculation of AUM and Fee-earning AUM the NGP Energy Funds that are advised by NGP. Our
calculation of AUM also includes third-party capital raised for the investment in Fortitude through a Carlyle-affiliated
investment fund and from strategic investors who directly invest in Fortitude alongside the fund. The AUM and Fee-earning
AUM related to the strategic advisory services agreement with Fortitude is inclusive of the net asset value of investments in
Carlyle products. These amounts are also reflected in the AUM and Fee-earning AUM of the strategy in which they are
invested.
For most of our Global Private Equity and Global Investment Solutions carry funds, total AUM includes the fair value of
the capital invested, whereas Fee-earning AUM includes the amount of capital commitments or the remaining amount of
invested capital, depending on whether the original investment period for the fund has expired. As such, Fee-earning AUM may
be greater than total AUM when the aggregate fair value of the remaining investments is less than the cost of those investments.
Our calculations of AUM and Fee-earning AUM may differ from the calculations of other asset managers. As a result,
these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of
AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment
funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management
fees or performance allocations. Our calculations of AUM or Fee-earning AUM are not based on any definition of AUM or
Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.
We generally use Fee-earning AUM as a metric to measure changes in the assets from which we earn recurring
management fees. Total AUM tends to be a better measure of our investment and fundraising performance as it reflects
investments at fair value plus available capital.
84
The table below provides the period to period rollforward of Total AUM.
 
Three Months Ended
September 30, 2024
Nine Months Ended
September 30, 2024
Consolidated Results
(Dollars in millions)
Total AUM Rollforward
Balance, Beginning of Period
$434,620
$425,994
Inflows(1)
8,825
26,585
Outflows (including realizations)(2)
(10,144)
(23,742)
Market Activity & Other(3)
10,906
17,973
Foreign Exchange(4)
3,197
594
Balance, End of Period
$447,404
$447,404
(1)Inflows reflects the impact of gross fundraising and closed reinsurance transactions at Fortitude during the period. For funds or vehicles
denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric
is translated at the spot rate for each individual closing.
(2)Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and separately
managed accounts, gross redemptions in our open-end funds, outflows from our liquid credit products, and the expiration of available
capital.
(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and
related co-investment vehicles, and separately managed accounts, as well as the net impact of fees, expenses and non-investment income,
change in gross asset value for our business development companies, changes in the fair value of Fortitude’s general account assets
covered by the strategic advisory services agreement, and other changes in AUM.
(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated
funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the
period end.
Please refer to “—Segment Analysis” for a detailed discussion by segment of the activity affecting Total AUM for each
of the periods presented.
Available Capital. “Available Capital” refers to the amount of capital commitments available to be called for investments,
which may be reduced for equity invested that is funded via a fund credit facility and expected to be called from investors at a
later date, plus any additional assets/liabilities at the fund level other than active investments. Amounts previously called may
be added back to available capital following certain distributions. “Expired Available Capital” occurs when a fund has passed
the investment and follow-on periods and can no longer invest capital into new or existing deals. Any remaining Available
Capital, typically a result of either recycled distributions or specific reserves established for the follow-on period that are not
drawn, can only be called for fees and expenses and is therefore removed from the Total AUM calculation.
Perpetual Capital. “Perpetual Capital” refers to the assets we manage or advise which have an indefinite term and for
which there is no immediate requirement to return capital to investors upon the realization of investments made with such
capital, except as required by applicable law. Perpetual Capital may be materially reduced or terminated under certain
conditions, including reductions from changes in valuations and payments to investors, including through elections by investors
to redeem their investments, dividend payments, and other payment obligations, as well as the termination of or failure to renew
the respective investment advisory agreements. Perpetual Capital includes: (a) assets managed under the strategic advisory
services agreement with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies and certain other
direct lending products, (d) Carlyle Tactical Private Credit Fund (“CTAC”), and (e) our closed-end tender offer Carlyle
AlpInvest Private Markets (“CAPM”) funds. As of September 30, 2024, our total AUM and Fee-earning AUM included $98.7
billion and $95.4 billion, respectively, of Perpetual Capital.
Performance Fee Eligible AUM. “Performance Fee Eligible AUM” represents the AUM of funds for which we are
entitled to receive performance allocations, inclusive of the fair value of investments in those funds (which we refer to as
“Performance Fee Eligible Fair Value”) and their Available Capital. Performance Fee Eligible Fair Value is “Performance Fee-
Generating” when the associated fund has achieved the specified investment returns required under the terms of the fund’s
agreement and is accruing performance revenue as of the quarter-end reporting date. Funds whose performance allocations are
treated as fee related performance allocations are excluded from these metrics. As of September 30, 2024, our total AUM
included $231.3 billion of Performance Fee Eligible AUM.
85
Consolidation of Certain Carlyle Funds
The Company consolidates all entities that it controls either through a majority voting interest or as the primary
beneficiary of variable interest entities. The entities we consolidate are referred to collectively as the Consolidated Funds in our
condensed consolidated financial statements. As of September 30, 2024, our Consolidated Funds represent approximately 2%
of our AUM; 1% of our management fees for both the three and nine months ended September 30, 2024; and less than 1% of
our total investment income or loss on an unconsolidated basis for both the three and nine months ended September 30, 2024,
respectively.
We are not required under the consolidation guidance to consolidate in our financial statements most of the investment
funds we advise. However, we consolidate certain CLOs and certain other funds that we advise. As of September 30, 2024, the
assets and liabilities of the Consolidated Funds were primarily related to our consolidated CLOs, which held approximately
$7.1 billion of total assets of the Consolidated Funds. The assets and liabilities of the Consolidated Funds are generally held
within separate legal entities and, as a result, the liabilities of the Consolidated Funds are non-recourse to us.
Generally, the consolidation of the Consolidated Funds has a gross-up effect on our assets, liabilities and cash flows but
has no net effect on the net income attributable to the Company and equity. The majority of the net economic ownership
interests of the Consolidated Funds are reflected as non-controlling interests in consolidated entities in the consolidated
financial statements.
The Consolidated Funds are not the same entities in all periods presented. The Consolidated Funds in future periods may
change due to changes in fund terms, formation of new funds, and terminations of funds. Because only a small portion of our
funds are consolidated, the performance of the Consolidated Funds is not necessarily consistent with or representative of the
combined performance trends of all of our funds.
For further information on our consolidation policy and the consolidation of certain funds, see Note 2, Summary of
Significant Accounting Policies, to the condensed consolidated financial statements included in this Quarterly Report on
Form 10-Q.
86
Consolidated Results of Operations
The following table and discussion sets forth information regarding our condensed consolidated results of operations for
the three and nine months ended September 30, 2024 and 2023. The condensed consolidated financial statements have been
prepared on substantially the same basis for all historical periods presented; however, the consolidated funds are not the same
entities in all periods shown due to changes in fund terms and the creation and termination of funds. As further described above,
the consolidation of these funds primarily has the impact of increasing interest and other income of Consolidated Funds, interest
and other expenses of Consolidated Funds, and net investment income (losses) of Consolidated Funds in the year that the fund
is initially consolidated. The consolidation of these funds had no effect on net income attributable to the Company for the
periods presented.
 
Three Months Ended
September 30,
Change
Nine Months Ended
September 30,
Change
 
2024
2023
$
%
2024
2023
$
%
 
(Dollars in millions)
Revenues
Fund management fees
$532.7
$502.6
$30.1
6%
$1,590.7
$1,511.2
$79.5
5%
Incentive fees
38.7
21.1
17.6
83%
96.2
61.9
34.3
55%
Investment income (loss)
Performance allocations
1,785.5
(118.3)
1,903.8
NM
1,826.7
(204.3)
2,031.0
NM
Principal investment income
46.0
100.6
(54.6)
(54)%
207.2
105.1
102.1
97%
Total investment income
(loss)
1,831.5
(17.7)
1,849.2
NM
2,033.9
(99.2)
2,133.1
NM
Interest and other income
52.2
57.9
(5.7)
(10)%
161.9
152.1
9.8
6%
Interest and other income of
Consolidated Funds
180.1
152.7
27.4
18%
510.6
411.7
98.9
24%
Total revenues
2,635.2
716.6
1,918.6
268%
4,393.3
2,037.7
2,355.6
116%
Expenses
Compensation and benefits
Cash-based compensation and
benefits
207.5
267.6
(60.1)
(22)%
635.7
798.4
(162.7)
(20)%
Equity-based compensation
121.6
64.4
57.2
89%
355.1
186.8
168.3
90%
Performance allocations and
incentive fee related
compensation
1,151.0
(53.9)
1,204.9
NM
1,222.4
(40.4)
1,262.8
NM
Total compensation and
benefits
1,480.1
278.1
1,202.0
NM
2,213.2
944.8
1,268.4
134%
General, administrative and other
expenses
176.6
143.0
33.6
23%
512.2
470.7
41.5
9%
Interest
30.3
31.4
(1.1)
(4)%
91.5
91.8
(0.3)
—%
Interest and other expenses of
Consolidated Funds
162.0
102.5
59.5
58%
438.7
298.3
140.4
47%
Other non-operating expenses (income)
(0.1)
0.1
(0.2)
NM
(0.2)
0.2
(0.4)
NM
Total expenses
1,848.9
555.1
1,293.8
233%
3,255.4
1,805.8
1,449.6
80%
Other income (loss)
Net investment income (loss) of
Consolidated Funds
2.5
(9.3)
11.8
NM
(9.6)
9.9
(19.5)
NM
Income before provision for income
taxes
788.8
152.2
636.6
NM
1,128.3
241.8
886.5
NM
Provision for income taxes
173.1
41.2
131.9
NM
264.5
68.2
196.3
NM
Net income
615.7
111.0
504.7
NM
863.8
173.6
690.2
NM
Net income attributable to non-
controlling interests in consolidated
entities
20.0
29.7
(9.7)
(33)%
54.3
90.0
(35.7)
(40)%
Net income attributable to The Carlyle
Group Inc. Common Stockholders
$595.7
$81.3
$514.4
NM
$809.5
$83.6
$725.9
NM
NM - Not meaningful
87
Revenues
Fund management fees. Fund management fees increased $30.1 million, or 6.0%, for the three months ended September
30, 2024, as compared to the three months ended September 30, 2023, and increased $79.5 million, or 5.3%, for the nine
months ended September 30, 2024, as compared to the nine months ended September 30, 2023, primarily due to the following:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024 v. 2023
(Dollars in millions)
Higher management fees from the commencement of the investment period for
certain newly raised funds
$34.0
$80.0
Lower management fees resulting from the change in basis from commitments to
invested capital and step-downs in rate for certain funds, and the impact of net
investment activity in funds whose management fees are based on invested capital,
including the impact of changes in the base under the strategic advisory services
agreement with Fortitude
(14.2)
(23.6)
Decrease in catch-up management fees from subsequent closes of funds that are in
the fundraising period
(4.7)
(10.1)
Higher transaction and portfolio advisory fees
15.7
35.7
All other changes
(0.7)
(2.5)
Total increase in Fund management fees(1)
$30.1
$79.5
(1)Total increase in Fund management fees does not include our equity income allocation from NGP management fee related revenues. We do not control
NGP and account for our strategic investment in NGP as an equity method investment under U.S. GAAP. Therefore, Fund management fees associated
with NGP are included in Principal investment income (loss) in our U.S. GAAP results.
For the three and nine months ended September 30, 2024, no funds generated over 10% of total management fees.
Management fees attributable to Carlyle Partners VIII, L.P. (“CP VIII”), our eighth U.S. buyout fund, were approximately 11%
of fund management fees recognized during the three and nine months ended September 30, 2023. No other fund generated
over 10% of total management fees for the three and nine months ended September 30, 2023. Fee-earning assets under
management in our Global Credit and Global Investment Solutions businesses have grown 28% and 22%, respectively, over the
last twelve months, while Global Private Equity has decreased 4%. As a result, Fund management fees increased in Global
Credit and Global Investment Solutions and decreased in Global Private Equity, due in part to smaller buyout fund sizes in our
corporate private equity strategy.
Fund management fees include transaction and portfolio advisory fees, net of rebate offsets, of $25.1 million and
$9.4 million for the three months ended September 30, 2024 and 2023, respectively, and $75.1 million and $39.3 million for the
nine months ended September 30, 2024 and 2023, respectively. These fees primarily comprise capital market fees generated by
Carlyle Global Capital Markets. The recognition of portfolio advisory fees, transactions fees, and capital markets fees can be
volatile as they are primarily generated by investment activity within our funds, and therefore are impacted by our investment
pace. See “—Trends Affecting Our Business” for further discussion on our investment activity and broader market trends.
88
Investment income (loss). Investment income (loss) increased $1.8 billion for the three months ended September 30,
2024, as compared to the three months ended September 30, 2023, and increased $2.1 billion for the nine months ended
September 30, 2024, as compared to the nine months ended September 30, 2023. The components of Investment income (loss)
are included in the following table:
Three Months Ended
September 30,
Change
Nine Months Ended
September 30,
Change
2024
2023
$
%
2024
2023
$
%
(Dollars in millions)
Performance allocations
$1,785.5
$(118.3)
$1,903.8
NM
$1,826.7
$(204.3)
$2,031.0
NM
Principal investment income:
Investment income from NGP, which
includes performance allocations
34.7
74.9
(40.2)
(54)%
85.2
145.7
(60.5)
(42)%
Investment income (loss) from our
carry funds:
Global Private Equity
23.1
1.7
21.4
NM
36.9
11.9
25.0
210%
Global Credit
3.9
(5.6)
9.5
NM
12.6
1.7
10.9
NM
Global Investment Solutions
15.1
0.5
14.6
NM
21.9
8.7
13.2
152%
Investment income (loss) from our
CLOs
(7.5)
10.9
(18.4)
NM
21.5
27.5
(6.0)
(22)%
Investment income (loss) from Carlyle
FRL
21.2
12.9
8.3
64%
30.8
(100.7)
131.5
NM
Investment income from our other
Global Credit products
(42.5)
7.7
(50.2)
NM
(13.6)
21.0
(34.6)
NM
Investment income (loss) on foreign
currency hedges
0.3
(2.8)
3.1
NM
5.2
0.3
4.9
NM
All other investment income (loss)
(2.3)
0.4
(2.7)
NM
6.7
(11.0)
17.7
NM
Total Principal investment income
46.0
100.6
(54.6)
(54)%
207.2
105.1
102.1
97%
Total Investment income (loss)
$1,831.5
$(17.7)
$1,849.2
NM
$2,033.9
$(99.2)
$2,133.1
NM
Performance allocations. Performance allocations by segment for the three months ended September 30, 2024 and 2023
and nine months ended September 30, 2024 and 2023 comprised the following:
Three Months Ended
September 30,
Change
Nine Months Ended
September 30,
Change
2024
2023
$
%
2024
2023
$
%
(Dollars in millions)
Global Private Equity
$1,625.8
$(188.2)
$1,814.0
NM
$1,447.3
$(519.6)
$1,966.9
NM
Global Credit
58.7
45.3
13.4
30%
170.0
116.4
53.6
46%
Global Investment Solutions
101.0
24.6
76.4
NM
209.4
198.9
10.5
5%
Total performance allocations
$1,785.5
$(118.3)
$1,903.8
NM
$1,826.7
$(204.3)
$2,031.0
NM
Performance allocations for the three and nine months ended September 30, 2024 included the following:
•In our Global Private Equity segment for the three and nine months ended September 30, 2024, performance
allocation accruals were primarily driven by appreciation in our CP VII fund, and to a lesser extent appreciation in
our CP VIII and CAP V funds, partially offset by the reversal of performance allocations in our CEP V and CP VI
funds due to portfolio depreciation.
•In our Global Credit segment for the three and nine months ended September 30, 2024, performance allocation
accruals were primarily driven by appreciation in our credit opportunities funds.
•In our Global Investment Solutions segment for the three and nine months ended September 30, 2024, performance
allocation accruals were primarily driven by appreciation in our secondaries & portfolio finance and co-investment
strategies.
89
Performance allocations for the three and nine months ended September 30, 2023 included the following:
•In our Global Private Equity segment for the three and nine months ended September 30, 2023, the reversal of
performance allocations were primarily driven by CP VII, as preferred returns outpaced portfolio appreciation, and
the impact of portfolio depreciation in CP VI.
•In our Global Credit segment for the three and nine months ended September 30, 2023, performance allocation
accruals were primarily driven by portfolio appreciation in our opportunistic credit funds.
•In our Global Investment Solutions segment, performance allocation accruals for the three and nine months ended
September 30, 2023 were primarily driven by our secondaries & portfolio finance and co-investment strategies.
See “—Trends Affecting Our Business” for further discussion on the macroeconomic, geopolitical and industry landscape
and our investment activity.
Principal investment income. The decrease in Principal investment income for the three months ended September 30,
2024 compared to the three months ended September 30, 2023 was primarily attributable to a decrease in investment income in
our other Global Credit products related to a $48.5 million reversal of previously recorded unrealized investment income on our
investment in the BDC Preferred Shares due to the proposed merger between CSL and another Carlyle-advised BDC, which we
expect will result in higher fund management fees in CSL in future periods (refer to Note 9, Related Party Transactions, to the
condensed consolidated financial statements for more information). The decrease was also driven by a decrease in investment
income related to our equity method investments in the general partners of certain carry funds advised by NGP, primarily
driven by lower portfolio appreciation in NGP XI and NGP XII. The decrease for the three months ended September 30, 2024
also included investment losses on our CLOs, primarily related to our U.S. CLOs, compared to investment gains in the
comparable period. These decreases were partially offset by an increase in investment income from our carry funds.
The increase in Principal investment income for the nine months ended September 30, 2024 compared to the nine
months ended September 30, 2023 was primarily due to an investment loss of $104.0 million during the nine months ended
September 30, 2023 related to our equity method investment in Carlyle FRL, which was recorded as a result of the dilution of
our indirect ownership in Fortitude (see Note 4, Investments, to the condensed consolidated financial statements for more
information), partially offset by a decrease in investment income in our other Global Credit products driven by the reversal of
unrealized investment income on our investment in the BDC Preferred Shares as discussed above, as well as a decrease in
investment income related to our equity method investment in the general partners of certain carry funds advised by NGP,
primarily driven by lower portfolio appreciation in NGP XI and NGP XII. In addition, other investment income in the nine
months ended September 30, 2023 includes an unrealized investment loss of $13.3 million associated with the remeasurement
of a corporate investment in equity securities, which was previously carried at cost, resulting from an observable price change
pursuant to ASC 321, Investments–Equity Securities.
Interest and other income. Interest and other income decreased $5.7 million for the three months ended September 30,
2024 as compared to the three months ended September 30, 2023, primarily driven by a decrease in the reimbursement of
certain costs incurred on behalf of Carlyle funds. Interest and other income increased $9.8 million for the nine months ended
September 30, 2024 as compared to the nine months ended September 30, 2023, primarily as a result of an increase in interest
income from higher yields on cash and investments in CLO notes.
Interest and other income of Consolidated Funds. Interest and other income of Consolidated Funds increased $27.4
million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and
increased $98.9 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30,
2023, driven in each period primarily by an increase in interest income from consolidated CLOs. Our CLOs generate interest
income primarily from investments in bonds and loans, inclusive of amortization of discounts, and generate other income from
consent and amendment fees. Substantially all interest and other income of the CLOs and other consolidated funds together
with interest expense of our CLOs and net investment gains (losses) of Consolidated Funds is attributable to the related funds’
limited partners or CLO investors. Accordingly, such amounts have no material impact on net income attributable to the
Company.
90
Expenses
Compensation and benefits. Total compensation and benefits increased $1.2 billion for the three months ended September
30, 2024, as compared to the three months ended September 30, 2023, and increased $1.3 billion for the nine months ended
September 30, 2024, as compared to the nine months ended September 30, 2023. The increase for the three and nine months
ended September 30, 2024 was driven by an increase in Performance allocations and incentive fee related compensation of $1.2
billion and $1.3 billion, respectively, and an increase in equity-based compensation of $57.2 million and $168.3 million,
respectively. These increases were partially offset by a decrease in cash-based compensation and benefits of $60.1 million and
$162.7 million for the three and nine months ended September 30, 2024, respectively.
Cash-based compensation and benefits. The decrease in Cash-based compensation and benefits during each of the three
and nine months ended September 30, 2024 was primarily due to the updates to our compensation program under which we pay
a greater portion of compensation from performance allocations.
Equity-based compensation. The increase in Equity-based compensation during each of the three and nine months ended
September 30, 2024 was driven by an increase in restricted stock units granted in 2024. In February 2024, we granted
18.1 million restricted stock units, including 13.2 million restricted stock units granted to certain Carlyle professionals that are
subject to vesting based on the achievement of stock price performance conditions over a service period of three years. The
grant date fair value of the awards subject to stock price performance conditions was approximately $347 million and the three
and nine months ended September 30, 2024 include $54.8 million and $143.7 million, respectively, of equity-based
compensation expense related to these awards. Equity-based compensation related to these awards will decline in 2025 as the
recognition of expense for these awards is more heavily weighted to the earlier years of the service period. Such expense is
incurred regardless of whether the stock price performance conditions are achieved. In February 2023, we granted a total of
9.9 million restricted stock units to our personnel, including certain senior Carlyle professionals and other key personnel, as
well as an aggregate 6.8 million of time- and performance-based inducement equity awards in connection with the appointment
of our Chief Executive Officer.
Performance allocations and incentive fee related compensation. The increase in Performance allocations and incentive
fee related compensation expense during each of the three and nine months ended September 30, 2024 was primarily driven by
accruals of Performance allocations on which the related compensation is based, as well as the increase in the proportion of our
Performance allocations used to compensate our personnel as part of an update to our compensation program, which was
effective December 31, 2023.
General, administrative and other expenses. General, administrative and other expenses increased $33.6 million for the
three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to an
increase in foreign translation adjustments of $29.8 million, reflecting a foreign exchange loss for the three months ended
September 30, 2024 compared to a foreign exchange gain for the three months ended September 30, 2023 related to the
movement in the Euro relative to the U.S. dollar, as well as an increase in partnership expenses paid by the Company on behalf
of the Carlyle funds of $8.2 million. These were partially offset by a decrease in professional fees of $14.1 million. General,
administrative and other expenses increased $41.5 million for the nine months ended September 30, 2024 as compared to the
nine months ended September 30, 2023, primarily driven by an increase in liabilities for litigation-related contingencies,
regulatory examination and inquiries, and other matters of $35.0 million, as well as an increase in partnership expenses paid by
the Company on behalf of the Carlyle funds of $10.9 million. These were partially offset by a decrease in professional fees of
$15.7 million.
Interest and other expenses of Consolidated Funds. Interest and other expenses of Consolidated Funds increased $59.5
million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and
increased $140.4 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30,
2023, primarily due to higher interest expense on the consolidated CLOs. The CLOs incur interest expense on their loans
payable and incur other expenses consisting of trustee fees, rating agency fees and professional fees. Substantially all interest
and other income of our CLOs together with interest expense of our CLOs and net investment gains (losses) of Consolidated
Funds is attributable to the related funds’ limited partners or CLO investors. Accordingly, such amounts have no material
impact on net income attributable to the Company.
91
Net investment income (loss) of Consolidated Funds. The table below summarizes the components of Net investment
income (loss) of Consolidated Funds, including our consolidated CLOs and certain other funds:
 
Three Months Ended
September 30,
Change
Nine Months Ended
September 30,
Change
 
2024
2023
$
%
2024
2023
$
%
 
(Dollars in millions)
Realized losses
$(4.5)
$(24.1)
$19.6
(81)%
$(49.1)
$(63.0)
$13.9
(22)%
Net change in unrealized gains (losses)
(20.4)
145.7
(166.1)
(114)%
107.2
325.7
(218.5)
(67)%
Total gains (losses)
(24.9)
121.6
(146.5)
NM
58.1
262.7
(204.6)
(78)%
Gains (losses) from liabilities of CLOs
27.4
(130.9)
158.3
NM
(67.7)
(252.8)
185.1
(73)%
Total net investment income (loss) of
Consolidated Funds
$2.5
$(9.3)
$11.8
NM
$(9.6)
$9.9
$(19.5)
NM
Provision for income taxes. The Company’s provision (benefit) for income taxes was $173.1 million and $41.2 million
for the three months ended September 30, 2024 and 2023, respectively, and $264.5 million and $68.2 million for the nine
months ended September 30, 2024 and 2023, respectively. The Company’s effective tax rate was approximately 22% and 27%
for the three months ended September 30, 2024 and 2023, respectively, and approximately 23% and 28% for the nine months
ended September 30, 2024 and 2023, respectively. The effective tax rate for each of the nine months ended September 30, 2024
and 2023 primarily comprised the 21% U.S. federal corporate income tax rate, the impact of U.S. state and foreign income
taxes, and disallowed executive compensation, partially offset by non-controlling interest and equity-based compensation
deductions. The effective tax rate for the nine months ended September 30, 2024 also includes an increase related to other non-
deductible expenses. 
As of September 30, 2024 and December 31, 2023, the Company had federal, state, local and foreign taxes payable of
$26.5 million and $46.9 million, respectively, which is recorded as a component of accounts payable, accrued expenses and
other liabilities in the accompanying condensed consolidated balance sheets.
Net income attributable to non-controlling interests in consolidated entities. Net income attributable to non-controlling
interests in consolidated entities was $20.0 million for the three months ended September 30, 2024 as compared to $29.7
million for the three months ended September 30, 2023, and $54.3 million for the nine months ended September 30, 2024 as
compared to $90.0 million for the nine months ended September 30, 2023. These amounts are primarily attributable to the net
earnings of the Consolidated Funds for each period, which are substantially all allocated to the related fund’s limited partners or
CLO investors, as well as net earnings from our Insurance Solutions business and certain other products that are allocated to
certain third party investors. These amounts also reflect the net income attributable to non-controlling interests in carried
interest, giveback obligations, and cash held for carried interest distributions. The net income (loss) of our Consolidated Funds,
after eliminations, was $8.3 million and $20.4 million for the three months ended September 30, 2024 and 2023, respectively,
and $16.7 million and $68.7 million for the nine months ended September 30, 2024 and 2023, respectively. 
Non-GAAP Financial Measures
The following tables set forth information in the format used by management when making resource deployment
decisions and in assessing performance of our segments. These Non-GAAP financial measures are presented for the three and
nine months ended September 30, 2024 and 2023. Our Non-GAAP financial measures exclude the effects of unrealized
performance allocations net of related compensation expense, unrealized principal investment income, consolidated funds,
acquisition and disposition-related items including amortization and any impairment charges of acquired intangible assets and
contingent consideration taking the form of earn-outs, impairment charges associated with lease right-of-use assets, charges
associated with equity-based compensation, changes in the tax receivable agreement liability, corporate actions and infrequently
occurring or unusual events.
92
The following table shows our total segment DE and FRE for the three and nine months ended September 30, 2024 and
2023.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024
2023
2024
2023
(Dollars in millions)
Total Segment Revenues
$895.0
$776.6
$2,706.9
$2,508.7
Total Segment Expenses
527.9
409.2
1,565.3
1,480.9
(=) Distributable Earnings
$367.1
$367.4
$1,141.6
$1,027.8
(-) Realized Net Performance Revenues
90.6
150.0
288.3
394.6
(-) Realized Principal Investment Income
9.1
23.4
69.4
69.3
(+) Net Interest
10.5
10.7
33.3
41.5
(=) Fee Related Earnings
$277.9
$204.7
$817.2
$605.4
The following table sets forth our total segment revenues for the three and nine months ended September 30, 2024 and
2023.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024
2023
2024
2023
(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees
$526.5
$518.1
$1,567.6
$1,539.3
Portfolio advisory and transaction fees, net and other
27.4
11.2
83.0
45.8
Fee related performance revenues
36.3
23.4
98.5
125.4
Total fund level fee revenues
590.2
552.7
1,749.1
1,710.5
Realized performance revenues
275.9
180.4
830.2
680.6
Realized principal investment income
9.1
23.4
69.4
69.3
Interest income
19.8
20.1
58.2
48.3
Total Segment Revenues
$895.0
$776.6
$2,706.9
$2,508.7
The following table sets forth our total segment expenses for the three and nine months ended September 30, 2024 and
2023.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024
2023
2024
2023
(Dollars in millions)
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits
$207.6
$256.0
$627.2
$805.3
Realized performance revenue related compensation
185.3
30.4
541.9
286.0
Total compensation and benefits
392.9
286.4
1,169.1
1,091.3
General, administrative, and other indirect expenses
92.9
81.6
270.5
270.8
Depreciation and amortization expense
11.8
10.4
34.2
29.0
Interest expense
30.3
30.8
91.5
89.8
Total Segment Expenses
$527.9
$409.2
$1,565.3
$1,480.9
93
Income (loss) before provision for income taxes is the U.S. GAAP financial measure most comparable to Distributable
Earnings and Fee Related Earnings. The following table is a reconciliation of income (loss) before provision for income taxes to
Distributable Earnings and to Fee Related Earnings.
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
 
(Dollars in millions)
Income (loss) before provision for income taxes
$788.8
$152.2
$1,128.3
$241.8
Adjustments:
Net unrealized performance and fee related performance revenues
(564.4)
138.9
(386.4)
471.6
Unrealized principal investment (income) loss
(1.8)
(17.1)
(54.3)
(18.5)
Principal investment loss from dilution of indirect investment in Fortitude
—
—
—
104.0
Equity-based compensation(1)
122.0
67.3
360.4
195.1
Acquisition or disposition-related charges, including amortization of intangibles
and impairment
37.4
50.6
103.5
113.0
Tax expense associated with certain foreign performance revenues
(0.2)
(0.2)
(1.4)
(0.8)
Net (income) loss attributable to non-controlling interests in consolidated entities
(20.0)
(29.7)
(54.3)
(90.0)
Other adjustments(2)
5.3
5.4
45.8
11.6
(=) Distributable Earnings
$367.1
$367.4
$1,141.6
$1,027.8
(-) Realized net performance revenues, net of related compensation(3)
90.6
150.0
288.3
394.6
(-) Realized principal investment income(3)
9.1
23.4
69.4
69.3
(+) Net interest
10.5
10.7
33.3
41.5
(=) Fee Related Earnings
$277.9
$204.7
$817.2
$605.4
(1)Equity-based compensation for the three and nine months ended September 30, 2024 and 2023 includes amounts presented in principal
investment income and general, administrative and other expenses in our U.S. GAAP statement of operations.
(2)Includes charges (credits) related to Carlyle corporate actions and non-recurring items that affect period-to-period comparability and are
not reflective of the Company’s operating performance.
94
(3)  See reconciliation to most directly comparable U.S. GAAP measure below: 
 
Three Months Ended September 30, 2024
 
Carlyle
Consolidated
Adjustments(4)
Total
Reportable
Segments
 
(Dollars in millions)
Performance revenues
$1,785.5
$(1,509.6)
$275.9
Performance revenues related compensation expense
1,151.0
(965.7)
185.3
Net performance revenues
$634.5
$(543.9)
$90.6
Principal investment income (loss)
$46.0
$(36.9)
$9.1
Nine Months Ended September 30, 2024
Carlyle
Consolidated
Adjustments(4)
Total
Reportable
Segments
(Dollars in millions)
Performance revenues
$1,826.7
$(996.5)
$830.2
Performance revenues related compensation expense
1,222.4
(680.5)
541.9
Net performance revenues
$604.3
$(316.0)
$288.3
Principal investment income (loss)
$207.2
$(137.8)
$69.4
 
Three Months Ended September 30, 2023
 
Carlyle
Consolidated
Adjustments(4)
Total
Reportable
Segments
 
(Dollars in millions)
Performance revenues
$(118.3)
$298.7
$180.4
Performance revenues related compensation expense
(53.9)
84.3
30.4
Net performance revenues
$(64.4)
$214.4
$150.0
Principal investment income (loss)
$100.6
$(77.2)
$23.4
Nine Months Ended September 30, 2023
Carlyle
Consolidated
Adjustments(4)
Total
Reportable
Segments
(Dollars in millions)
Performance revenues
$(204.3)
$884.9
$680.6
Performance revenues related compensation expense
(40.4)
326.4
286.0
Net performance revenues
$(163.9)
$558.5
$394.6
Principal investment income (loss)
$105.1
$(35.8)
$69.3
(4)Adjustments to performance revenues and principal investment income (loss) relate to (i) unrealized performance allocations net of
related compensation expense and unrealized principal investment income, which are excluded from our Non-GAAP results, (ii)
amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were included in the Non-
GAAP results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were excluded from the Non-GAAP
results, (iv) the reclassification of NGP performance revenues, which are included in investment income in the U.S. GAAP financial
statements, (v) the reclassification of fee related performance revenues, which are included in fund level fee revenues in the segment
results, and (vi) the reclassification of tax expenses associated with certain foreign performance revenues. Adjustments to principal
investment income (loss) also include the reclassification of earnings for the investment in NGP Management and its affiliates to the
appropriate operating captions for the Non-GAAP results, and the exclusion of charges associated with the investment in NGP
Management and its affiliates that are excluded from the Non-GAAP results. 
95
Distributable Earnings for our reportable segments are as follows: 
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
 
(Dollars in millions)
Global Private Equity
$235.5
$292.2
$747.7
$795.7
Global Credit
80.5
54.8
262.4
179.1
Global Investment Solutions
51.1
20.4
131.5
53.0
Distributable Earnings
$367.1
$367.4
$1,141.6
$1,027.8
Segment Analysis
Discussed below is our DE and FRE for our segments for the periods presented. Our segment information is reflected in
the manner used by our chief operating decision maker to make operating and compensation decisions, assess performance and
allocate resources.
For segment reporting purposes, revenues and expenses are presented on a basis that deconsolidates our Consolidated
Funds. As a result, segment revenues from management fees, realized performance revenues and realized principal investment
income (loss) are different than those presented on a consolidated U.S. GAAP basis because these revenues recognized in
certain segments are received from Consolidated Funds and are eliminated in consolidation when presented on a consolidated
U.S. GAAP basis. Furthermore, segment expenses are different than related amounts presented on a consolidated U.S. GAAP
basis due to the exclusion of fund expenses that are paid by the Consolidated Funds. Our realigned compensation program
positively impacted Fee Related Earnings and reduced the portion of realized performance revenues retained by the Company in
the three and nine months ended September 30, 2024.
96
Global Private Equity
The following table presents our results of operations for our Global Private Equity(1) segment: 
 
Three Months Ended
September 30,
Change
Nine Months Ended
September 30,
Change
 
2024
2023
$
%
2024
2023
$
%
 
(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees
$298.6
$330.1
$(31.5)
(10)%
$908.4
$987.2
$(78.8)
(8)%
Portfolio advisory and
transaction fees, net and other
5.9
4.0
1.9
48%
16.8
14.7
2.1
14%
Fee related performance
revenues
—
0.7
(0.7)
(100)%
6.9
63.1
(56.2)
(89)%
Total fund level fee revenues
304.5
334.8
(30.3)
(9)%
932.1
1,065.0
(132.9)
(12)%
Realized performance revenues
225.2
164.6
60.6
37%
728.7
577.3
151.4
26%
Realized principal investment
income
10.0
14.4
(4.4)
(31)%
35.7
39.5
(3.8)
(10)%
Interest income
7.7
8.8
(1.1)
(13)%
21.8
19.7
2.1
11%
Total revenues
547.4
522.6
24.8
5%
1,718.3
1,701.5
16.8
1%
Segment Expenses
Compensation and benefits
Cash-based compensation and
benefits
101.1
142.3
(41.2)
(29)%
314.3
464.6
(150.3)
(32)%
Realized performance revenues
related compensation
141.5
18.2
123.3
NM
457.2
209.1
248.1
119%
Total compensation and
benefits
242.6
160.5
82.1
51%
771.5
673.7
97.8
15%
General, administrative, and other
indirect expenses
48.5
46.0
2.5
5%
137.3
162.2
(24.9)
(15)%
Depreciation and amortization
expense
6.7
7.1
(0.4)
(6)%
19.6
19.7
(0.1)
(1)%
Interest expense
14.1
16.8
(2.7)
(16)%
42.2
50.2
(8.0)
(16)%
Total expenses
311.9
230.4
81.5
35%
970.6
905.8
64.8
7%
(=) Distributable Earnings
$235.5
$292.2
$(56.7)
(19)%
$747.7
$795.7
$(48.0)
(6)%
(-) Realized Net Performance
Revenues
83.7
146.4
(62.7)
(43)%
271.5
368.2
(96.7)
(26)%
(-) Realized Principal Investment
Income
10.0
14.4
(4.4)
(31)%
35.7
39.5
(3.8)
(10)%
(+) Net Interest
6.4
8.0
(1.6)
(20)%
20.4
30.5
(10.1)
(33)%
(=) Fee Related Earnings
$148.2
$139.4
$8.8
6%
$460.9
$418.5
$42.4
10%
(1)For purposes of presenting our results of operations for this segment, our earnings from our investments in NGP are presented in the
respective operating captions.
97
Distributable Earnings
Distributable Earnings decreased $56.7 million for the three months ended September 30, 2024 as compared to the three
months ended September 30, 2023 and decreased $48.0 million for the nine months ended September 30, 2024 as compared to
the nine months ended September 30, 2023. The following table provides the components of the changes in Distributable
Earnings for the three and nine months ended September 30, 2024:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024 v. 2023
(Dollars in millions)
Distributable Earnings, September 30, 2023
$292.2
$795.7
Increases (decreases):
Increase in fee related earnings
8.8
42.4
Decrease in realized net performance revenues
(62.7)
(96.7)
Decrease in realized principal investment income
(4.4)
(3.8)
Decrease in net interest
1.6
10.1
Total decrease
(56.7)
(48.0)
Distributable Earnings, September 30, 2024
$235.5
$747.7
Realized Net Performance Revenues. Realized net performance revenues decreased $62.7 million for the three months
ended September 30, 2024 as compared to the three months ended September 30, 2023 and decreased $96.7 million for the nine
months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to a decrease in
realizations in NGP XII, partially offset by an increase in realizations in CAP IV and CETP III. Additionally, the decrease for
the nine months ended September 30, 2024 was further impacted by a decrease in realizations in CEOF I and II, partially offset
by realizations in CIEP I.
Fee Related Earnings
Fee Related Earnings increased $8.8 million for the three months ended September 30, 2024 as compared to the three
months ended September 30, 2023 and increased $42.4 million for the nine months ended September 30, 2024 as compared to
the nine months ended September 30, 2023. The following table provides the components of the changes in Fee Related
Earnings for the three and nine months ended September 30, 2024:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024 v. 2023
(Dollars in millions)
Fee Related Earnings, September 30, 2023
$139.4
$418.5
Increases (decreases):
Decrease in fee revenues
(30.3)
(132.9)
Decrease in cash-based compensation and benefits
41.2
150.3
(Increase) decrease in general, administrative and other indirect expenses
(2.5)
24.9
  All other changes
0.4
0.1
Total increase
8.8
42.4
Fee Related Earnings, September 30, 2024
$148.2
$460.9
98
Fee Revenues. Total fee revenues decreased $30.3 million for the three months ended September 30, 2024 as compared to
the three months ended September 30, 2023 and decreased $132.9 million for the nine months ended September 30, 2024 as
compared to the nine months ended September 30, 2023, due to the following:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024 v. 2023
(Dollars in millions)
Lower fund management fees
$(31.5)
$(78.8)
Higher portfolio advisory and transaction fees, net and other
1.9
2.1
Lower fee related performance revenues
(0.7)
(56.2)
Total decrease in fee revenues
$(30.3)
$(132.9)
The decrease in fund management fees for the three and nine months ended September 30, 2024 as compared to the three
and nine months ended September 30, 2023 was primarily due to the impact of investment realizations in funds on which
management fees are based on invested capital, a step-down in CP VII, and a decrease in catch-up management fees primarily
related to CP VIII, which completed fundraising in the third quarter of 2023. The impact of smaller buyout funds in our
corporate private equity strategy is resulting in, and may continue to result in, lower fund management fees relative to 2023.
The decrease in fee related performance revenues for each of the three and nine months ended September 30, 2024 as
compared to the three and nine months ended September 30, 2023 was due to CPI, which will fluctuate from quarter to quarter
based on fund performance. The portion of these fees paid as compensation are included in cash-based compensation and
benefits expense. We do not expect material fee related performance revenues in Global Private Equity for the remainder of
2024.
Cash-based compensation and benefits expense. Cash-based compensation and benefits expense decreased $41.2 million
for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and decreased
$150.3 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023,
primarily due to a decrease in the portion of bonuses funded by fee earnings as a result of the updates to our compensation
program effective as of December 31, 2023, which resulted in a larger portion of compensation being derived from Realized
performance revenues related compensation. Additionally, the decrease for the nine months ended September 30, 2024 was
further impacted by a decrease in fee related performance compensation of $26.8 million.
General, administrative and other indirect expenses. General, administrative and other indirect expenses increased $2.5
million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. General,
administrative and other indirect expenses decreased $24.9 million for the nine months ended September 30, 2024 as compared
to the nine months ended September 30, 2023, primarily due to lower professional fees, and the benefit of lower VAT expense
in Asia.
99
Fee-earning AUM
Fee-earning AUM is presented below for each period together with the components of change during each respective
period.
 
As of September 30,
 
2024
2023
Global Private Equity
(Dollars in millions)
Components of Fee-earning AUM(1)
Fee-earning AUM based on capital commitments
$48,295
$53,149
Fee-earning AUM based on invested capital
44,665
44,502
Fee-earning AUM based on net asset value
7,200
6,644
Fee-earning AUM based on lower of cost or fair value
3,363
3,095
Total Fee-earning AUM
$103,523
$107,390
Annualized Management Fee Rate(2)
1.15%
1.20%
(1)For additional information concerning the components of Fee-earning AUM, see “—Key Financial Measures—Operating Metrics.”
(2)Represents annualized fund management fees divided by the average of the beginning of year and each quarter end’s Fee-earning AUM
in the reporting period. Catch-up management fees were excluded in the calculation of the annualized fund management fees.
The table below provides the period to period rollforward of Fee-earning AUM.
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
Global Private Equity
(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period
$103,662
$107,079
$106,651
$107,801
Inflows(1)
508
1,541
4,192
5,356
Outflows (including realizations)(2)
(1,376)
(821)
(7,246)
(5,190)
Market Activity & Other(3)
(42)
121
(150)
(120)
Foreign Exchange(4)
771
(530)
76
(457)
Balance, End of Period
$103,523
$107,390
$103,523
$107,390
(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based
on commitments were activated during the period, and the fee-earning commitments invested in vehicles for which management fees
are based on invested capital. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which
are referenced as Pending Fee-earning AUM.
(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair
value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has
expired during the period, and reductions for funds that are no longer calling for fees. Realizations for funds earning management fees
based on commitments during the period do not affect Fee-earning AUM.
(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the
lower of cost or fair value.
(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated
funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the
period end.
Fee-earning AUM of $103.5 billion at September 30, 2024 was generally flat to $103.7 billion at June 30, 2024, as
outflows of $1.4 billion, primarily from realizations in funds that charge fees on invested capital, offset positive foreign
exchange activity of $0.8 billion from the translation of our EUR- and JPY-denominated funds to USD and $0.5 billion of
inflows primarily from additional fee-paying capital raised in NGP XIII and CAP VI. Investment and distribution activity has
no impact for funds still in the original investment period where Fee-earning AUM is based on commitments.
100
Fee-earning AUM of $103.5 billion at September 30, 2024 decreased 3% from $106.7 billion at December 31, 2023, as
outflows of $7.2 billion outpaced inflows of $4.2 billion. Outflows for the period included a fee basis step-down in CAP V and
realizations in U.S. buyout and the NGP energy funds. Inflows included the activation of fees in CAP VI, additional fee-paying
capital raised in NGP XIII, and investments in funds which charge fees on invested capital.
Fee-earning AUM of $103.5 billion at September 30, 2024 decreased 4% from $107.4 billion at September 30, 2023, as
outflows of $10.0 billion, driven by realizations in funds that charge fees on invested capital, notably in the NGP energy funds
and our U.S. buyout and U.S. real estate funds, as a well as a fee basis step-down in CAP V, outpaced $5.7 billion of inflows
primarily from the activation of fees in CAP VI, fee-paying capital raised in NGP XIII and CRSEF II, and investments in CPI.
The segment annualized management fee rate decreased to 1.15% at September 30, 2024 from 1.20% at September 30, 2023,
reflecting the impact of fee rate step-downs, particularly in our U.S. buyout funds.
Total AUM
The table below provides the period to period rollforward of Total AUM.
 
Three Months Ended
September 30, 2024
Nine Months Ended
September 30, 2024
 
(Dollars in millions)
Global Private Equity
Total AUM Rollforward
Balance, Beginning of Period
$164,226
$161,308
Inflows(1)
3,693
10,348
Outflows (including realizations)(2)
(4,412)
(9,811)
Market Activity & Other(3)
4,056
6,978
Foreign Exchange(4)
1,645
385
Balance, End of Period
$169,208
$169,208
(1)Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects
translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual
closing.
(2)Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and
separately managed accounts, gross redemptions in our open-ended funds, and the expiration of available capital.
(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related
co-investment vehicles, and separately managed accounts, as well as the impact of fees, expenses and non-investment income, and
other changes in AUM.
(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated
funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the
period end.
Total AUM was $169.2 billion at September 30, 2024, an increase of 3% from $164.2 billion at June 30, 2024, as market
activity of $4.1 billion and inflows of $3.7 billion, primarily from new capital raised in CRP X, exceeded outflows of $4.4
billion from realizations across the segment. Market activity for the period included appreciation in CP VII ($1.8 billion), CP
VIII ($0.6 billion), and CAP V ($0.6 billion), as well as depreciation in CEP V ($0.5 billion).
Total AUM was $169.2 billion at September 30, 2024, an increase of 5% from $161.3 billion at December 31, 2023, as
inflows of $10.3 billion, including new capital raised in CRP X and CJP V, and market activity of $7.0 billion more than offset
outflows of $9.8 billion. Market activity for the period included appreciation in CP VII ($2.7 billion), CP VIII ($1.2 billion),
and CAP V ($0.9 billion), as well as depreciation in CP VI ($0.8 billion). Outflows for the period were driven by realizations in
Asia buyout, U.S. buyout, NGP energy, and international energy.
Fund Performance Metrics
Fund performance information for our investment funds that generally have at least $1.0 billion in capital commitments,
cumulative equity invested or total value as of September 30, 2024, which we refer to as our “significant funds,” is included
throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The
fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle Group Inc.
101
and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle Group Inc.
is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds
will achieve similar returns.
The following table reflects the performance of our significant funds in our Global Private Equity business. Please see
“—Our Global Investment Offerings” for a legend of the fund acronyms listed below.
102
(Amounts in millions)
TOTAL INVESTMENTS
REALIZED/PARTIALLY
REALIZED INVESTMENTS(5)
 
As of September 30, 2024
As of September 30, 2024
Fund (Fee Initiation Date/Stepdown Date)(19)
Committed
Capital(20)
Cumulative
Invested
Capital(1)
Percent
Invested
Realized
Value(2)
Remaining
Fair
Value(3)
MOIC
(4)
Gross
IRR
(6)(12)
Net
IRR
(7)(12)
Net Accrued
Carry/
(Giveback)
(8)
Total
Fair
Value(9)
MOIC
(4)
Gross
IRR
(6)(12)
Corporate Private Equity
CP VIII (Oct 2021 / Oct 2027)
$14,797
$8,005
54%
$683
$9,964
1.3x
23%
9%
$84
n/a
n/a
n/a
CP VII (May 2018 / Oct 2021)
$18,510
$17,740
96%
$3,167
$24,182
1.5x
12%
8%
$461
$2,218
1.0x
Neg
CP VI (May 2013 / May 2018)
$13,000
$13,140
101%
$24,845
$3,547
2.2x
18%
13%
$129
$26,211
2.5x
22%
CP V (Jun 2007 / May 2013)
$13,720
$13,238
96%
$28,106
$799
2.2x
18%
14%
$56
$28,150
2.3x
20%
CEP V (Oct 2018 / Sep 2024)
€6,416
€5,548
86%
€1,446
€5,690
1.3x
9%
4%
$—
n/a
n/a
n/a
CEP IV (Sep 2014 / Oct 2018)
€3,670
€3,797
103%
€6,196
€1,360
2.0x
17%
12%
$86
€6,246
2.1x
20%
CEP III (Jul 2007 / Dec 2013)
€5,295
€5,177
98%
€11,725
€55
2.3x
19%
14%
$4
€11,658
2.3x
19%
CAP VI (Jun 2024/Jun 2030)
$2,115
$—
—%
$—
$—
n/a
n/a
n/a
$—
n/a
n/a
n/a
CAP V (Jun 2018 / Jun 2024)
$6,554
$6,370
97%
$2,138
$7,182
1.5x
18%
10%
$137
$1,018
1.6x
136%
CAP IV (Jul 2013 / Jun 2018)
$3,880
$4,146
107%
$8,091
$893
2.2x
18%
13%
$60
$8,713
2.4x
22%
CJP IV (Oct 2020 / Oct 2026)
¥258,000
¥205,048
79%
¥54,503
¥298,714
1.7x
41%
25%
$60
¥50,811
3.5x
149%
CJP III (Sep 2013 / Aug 2020)
¥119,505
¥91,192
76%
¥256,882
¥17,664
3.0x
25%
18%
$7
¥247,821
3.4x
27%
CGFSP III (Dec 2017 / Dec 2023)
$1,005
$963
96%
$425
$1,763
2.3x
26%
19%
$74
$787
6.3x
47%
CGFSP II (Jun 2013 / Dec 2017)
$1,000
$943
94%
$1,960
$579
2.7x
26%
20%
$33
$1,956
2.4x
28%
CP Growth (Oct 2021 / Oct 2027)
$1,283
$472
37%
$—
$547
1.2x
NM
NM
$—
n/a
n/a
n/a
CEOF II (Nov 2015 / Mar 2020)
$2,400
$2,364
98%
$3,108
$2,181
2.2x
21%
15%
$101
$3,087
2.4x
26%
CETP V (Mar 2022 / Jun 2028)
€3,180
€1,208
38%
€—
€1,271
1.1x
NM
NM
$—
n/a
n/a
n/a
CETP IV (Jul 2019 / Jun 2022)
€1,350
€1,192
88%
€1,009
€1,658
2.2x
34%
24%
$69
€1,009
4.9x
82%
CETP III (Jul 2014 / Jul 2019)
€657
€607
92%
€1,750
€309
3.4x
41%
29%
$17
€1,755
3.8x
45%
CGP II (Dec 2020 / Jan 2025)
$1,840
$984
53%
$42
$1,448
1.5x
18%
13%
$18
n/a
n/a
n/a
CGP (Jan 2015 / Mar 2021)
$3,588
$3,206
89%
$1,569
$2,969
1.4x
6%
5%
$32
$1,713
2.1x
16%
All Other Active Funds & Vehicles(10)
$21,349
n/a
$19,083
$16,562
1.7x
20%
13%
$50
$18,593
2.0x
27%
Fully Realized Funds & Vehicles(11)(21)
$32,412
n/a
$75,565
$15
2.3x
28%
20%
$2
$75,580
2.3x
28%
TOTAL CORPORATE PRIVATE EQUITY(13)
$146,941
n/a
$195,624
$86,374
1.9x
25%
17%
$1,479
$193,152
2.3x
26%
Real Estate
CRP IX (Oct 2021 / Oct 2026)
$7,987
$4,785
60%
$110
$5,327
1.1x
NM
NM
$—
$109
1.5x
NM
CRP VIII (Aug 2017 / Oct 2021)
$5,505
$5,160
94%
$5,127
$3,879
1.7x
36%
21%
$104
$5,123
2.1x
53%
CRP VII (Jun 2014 / Dec 2017)
$4,162
$3,831
92%
$4,920
$1,406
1.7x
17%
10%
$32
$4,874
1.8x
22%
CRP VI (Mar 2011 / Jun 2014)
$2,340
$2,169
93%
$3,792
$138
1.8x
27%
17%
$3
$3,711
1.9x
29%
CPI (May 2016 / n/a)
$7,575
$8,201
108%
$2,878
$7,673
1.3x
12%
10%
n/a*
$2,051
1.8x
13%
All Other Active Funds & Vehicles(14)
$3,275
n/a
$1,317
$3,090
1.3x
9%
7%
$4
$916
1.7x
20%
Fully Realized Funds & Vehicles(15)(21)
$13,044
n/a
$19,650
$12
1.5x
10%
6%
$—
$19,662
1.5x
10%
TOTAL REAL ESTATE(13)
$40,464
n/a
$37,794
$21,525
1.5x
12%
8%
$142
$36,445
1.7x
13%
Infrastructure & Natural Resources
CIEP II (Apr 2019 / Apr 2025)
$2,286
$1,008
44%
$707
$1,065
1.8x
29%
14%
$32
$694
2.9x
NM**
CIEP I (Sep 2013 / Jun 2019)
$2,500
$2,449
98%
$2,978
$1,658
1.9x
16%
9%
$61
$3,440
2.4x
20%
CPP II (Sep 2014 / Apr 2021)
$1,527
$1,606
105%
$1,533
$1,358
1.8x
14%
9%
$72
$2,410
2.9x
25%
CGIOF (Dec 2018 / Sep 2023)
$2,201
$1,896
86%
$455
$2,658
1.6x
21%
12%
$66
$328
1.8x
21%
CRSEF II (Nov 2022 / Aug 2027)
$1,187
$352
30%
$—
$494
1.4x
NM
NM
$5
n/a
n/a
n/a
NGP XIII (Feb 2023 / Feb 2028)
$2,300
$317
14%
$—
$366
1.2x
NM
NM
$—
n/a
n/a
n/a
NGP XII (Jul 2017 / Jul 2022)
$4,304
$3,211
75%
$4,061
$2,644
2.1x
22%
15%
$39
$3,524
3.4x
41%
NGP XI (Oct 2014 / Jul 2017)
$5,325
$5,034
95%
$6,725
$3,008
1.9x
14%
10%
$138
$7,318
2.1x
21%
NGP X (Jan 2012 / Dec 2014)
$3,586
$3,351
93%
$3,427
$311
1.1x
3%
Neg
$—
$3,262
1.2x
5%
All Other Active Funds & Vehicles(17)
$5,027
n/a
$3,881
$3,968
1.6x
14%
12%
$24
$3,708
2.1x
19%
Fully Realized Funds & Vehicles(18)(21)
$1,190
n/a
$1,435
$—
1.2x
3%
1%
$—
$1,435
1.2x
3%
TOTAL INFRASTRUCTURE & NATURAL
RESOURCES(13)
$25,441
n/a
$25,202
$17,529
1.7x
12%
8%
$436
$26,118
2.0x
15%
Legacy Energy Funds(16)
$16,741
n/a
$24,035
$6
1.4x
12%
6%
$(1)
$24,041
1.4x
12%
103
*Net accrued fee related performance revenues for CPI are excluded from Net Accrued Performance Revenues. These amounts will be
reflected as fee related performance revenues when realized, and included in Fund level fee revenues in our segment results. There were no
accrued fee related performance revenues for CPI as of September 30, 2024.
**The IRR is incalculable, which occurs in instances when a distribution occurs prior to a Limited Partner capital contribution due to the use
of fund-level credit facilities.
(1)Represents the original cost of investments since inception of the fund. 
(2)Represents all realized proceeds since inception of the fund.
(3)Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining
escrow values for realized investments.
(4)Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest,
divided by cumulative invested capital.
(5)An investment is considered realized when the investment fund has completely exited, and ceases to own an interest in,
the investment. An investment is considered partially realized when the total amount of proceeds received in respect of
such investment, including dividends, interest or other distributions and/or return of capital, represents at least 85% of
invested capital and such investment is not yet fully realized. Because part of our value creation strategy involves
pursuing best exit alternatives, we believe information regarding Realized/Partially Realized MOIC and Gross IRR, when
considered together with the other investment performance metrics presented, provides investors with meaningful
information regarding our investment performance by removing the impact of investments where significant realization
activity has not yet occurred. Realized/Partially Realized MOIC and Gross IRR have limitations as measures of
investment performance, and should not be considered in isolation. Such limitations include the fact that these measures
do not include the performance of earlier stage and other investments that do not satisfy the criteria provided above. The
exclusion of such investments will have a positive impact on Realized/Partially Realized MOIC and Gross IRR in
instances when the MOIC and Gross IRR in respect of such investments are less than the aggregate MOIC and Gross
IRR. Our measurements of Realized/Partially Realized MOIC and Gross IRR may not be comparable to those of other
companies that use similarly titled measures.
(6)Gross Internal Rate of Return (“Gross IRR”) represents an annualized time-weighted return on Limited Partner invested
capital, based on contributions, distributions and unrealized fair value as of the reporting date, before the impact of
management fees, partnership expenses and carried interest. For fund vintages 2017 and after, Gross IRR includes the
impact of interest expense related to the funding of investments on fund lines of credit. Gross IRR is calculated based on
the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash
flows for the fund. Subtotal Gross IRR aggregations for multiple funds are calculated based on actual cash flow dates for
each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in each fund.
(7)Net Internal Rate of Return (“Net IRR”) represents an annualized time-weighted return on Limited Partner invested
capital, based on contributions, distributions and unrealized fair value as of the reporting date, after the impact of all
management fees, partnership expenses and carried interest, including current accruals. Net IRR is calculated based on
the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash
flows for the fund. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ
from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues with a
blended Net IRR that is below the preferred return hurdle for that fund. Subtotal Net IRR aggregations for multiple funds
are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted return for a
Limited Partner who invested sequentially in each fund.
(8)Represents the net accrued performance revenue balance/(giveback obligation) as of the current quarter end.
(9)Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried
interest.
(10)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and
stand-alone investments arranged by us: MENA, CCI, CSSAF I, CPF I, CAP Growth I, CAP Growth II, CBPF II, CEP II,
CAGP IV, ABV 8, ABV 9 and ACCD 2.
(11)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and
certain other stand-alone investments arranged by us: CP I, CP II, CP III, CP IV, CEP I, CAP I, CAP II, CAP III, CBPF I,
CJP I, CJP II, CMG, CVP I, CVP II, CUSGF III, CGFSP I, CEVP I, CETP I, CETP II, CAVP I, CAVP II, CAGP III,
CEOF I, Mexico and CSABF.
104
(12)For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time
since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful
but is negative as of reporting period end.
(13)For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting
period spot rate.
(14)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and
stand-alone investments arranged by us: CCR, CER I, and CER II.
(15)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and
certain other stand-alone investments arranged by us: CRP I, CRP II, CRP III, CRP IV, CRP V, CRCP I, CAREP I,
CAREP II, CEREP I, CEREP II and CEREP III.
(16)Aggregate includes the following Legacy Energy funds and related co-investments: Energy I, Energy II, Energy III,
Energy IV, Renew I, and Renew II.
(17)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and
stand-alone investments arranged by us: NGP GAP, NGP RP I, NGP RP II, NGP ETP IV, CPOCP, and CRSEF.
(18)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and
certain other stand-alone investments arranged by us: CIP.
(19)The fund stepdown date represents the contractual stepdown date under the respective fund agreements for funds on
which the fee basis stepdown has not yet occurred. Funds without a listed Fee Initiation Date and Stepdown Date have
not yet initiated fees.
(20)All amounts shown represent total capital commitments as of September 30, 2024. Certain of our recent vintage funds are
currently in fundraising and total capital commitments are subject to change.
(21)Funds are included when all investments have been realized. There may be remaining fair value and net accrued carry
where there are outstanding escrow balances or undistributed proceeds.
105
Global Credit
The following table presents our results of operations for our Global Credit segment:
 
Three Months Ended
September 30,
Change
Nine Months Ended
September 30,
Change
 
2024
2023
$
%
2024
2023
$
%
 
(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees
$142.8
$128.9
$13.9
11%
$420.5
$378.4
$42.1
11%
Portfolio advisory and
transaction fees, net and other
21.4
7.2
14.2
197%
66.0
31.1
34.9
112%
Fee related performance
revenues
29.0
21.1
7.9
37%
81.2
59.1
22.1
37%
Total fund level fee revenues
193.2
157.2
36.0
23%
567.7
468.6
99.1
21%
Realized performance revenues
11.5
2.7
8.8
NM
19.0
36.0
(17.0)
(47)%
Realized principal investment
income (loss)
(2.8)
8.0
(10.8)
(135)%
30.2
25.2
5.0
20%
Interest income
9.8
9.7
0.1
1%
30.6
24.6
6.0
24%
Total revenues
211.7
177.6
34.1
19%
647.5
554.4
93.1
17%
Segment Expenses
Compensation and benefits
Cash-based compensation and
benefits
76.5
81.3
(4.8)
(6)%
227.3
246.3
(19.0)
(8)%
Realized performance revenues
related compensation
6.9
1.4
5.5
NM
11.5
16.8
(5.3)
(32)%
Total compensation and
benefits
83.4
82.7
0.7
1%
238.8
263.1
(24.3)
(9)%
General, administrative, and other
indirect expenses
31.2
26.2
5.0
19%
96.1
73.5
22.6
31%
Depreciation and amortization
expense
3.3
2.1
1.2
57%
9.6
5.8
3.8
66%
Interest expense
13.3
11.8
1.5
13%
40.6
32.9
7.7
23%
Total expenses
131.2
122.8
8.4
7%
385.1
375.3
9.8
3%
(=) Distributable Earnings
$80.5
$54.8
$25.7
47%
$262.4
$179.1
$83.3
47%
(-) Realized Net Performance
Revenues
4.6
1.3
3.3
254%
7.5
19.2
(11.7)
(61)%
(-) Realized Principal Investment
Income
(2.8)
8.0
(10.8)
(135)%
30.2
25.2
5.0
20%
(+) Net Interest
3.5
2.1
1.4
67%
10.0
8.3
1.7
20%
(=) Fee Related Earnings
$82.2
$47.6
$34.6
73%
$234.7
$143.0
$91.7
64%
106
Distributable Earnings
Distributable Earnings increased $25.7 million for the three months ended September 30, 2024 as compared to the three
months ended September 30, 2023 and increased $83.3 million for the nine months ended September 30, 2024 as compared to
the nine months ended September 30, 2023. The following table provides the components of the changes in Distributable
Earnings for the three and nine months ended September 30, 2024:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024 v. 2023
(Dollars in millions)
Distributable Earnings, September 30, 2023
$54.8
$179.1
Increases (decreases):
Increase in fee related earnings
34.6
91.7
Increase (decrease) in realized net performance revenues
3.3
(11.7)
(Decrease) increase in realized principal investment income
(10.8)
5.0
Increase in net interest
(1.4)
(1.7)
Total increase
25.7
83.3
Distributable Earnings, September 30, 2024
$80.5
$262.4
Realized Net Performance Revenues. Realized net performance revenues increased $3.3 million for the three months
ended September 30, 2024 as compared to the three months ended September 30, 2023. Realized net performance revenues
decreased $11.7 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30,
2023, primarily due to a decrease in realized net performance revenues generated by CCOF I and CSP II.
Realized Principal Investment Income (Loss). Realized principal investment income (loss) decreased $10.8 million for the
three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily driven by
realized principal investment losses from the sale or redemption of certain firm-held investments during the three months ended
September 30, 2024 to return capital that will be used to fund new growth initiatives, as well as lower realized investment
income in our liquid credit and direct lending products. Realized principal investment income (loss) increased $5.0 million for
the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily driven by
higher realized principal investment income from our credit opportunities funds and Europe CLOs, partially offset by the
realized principal investment losses during the three months ended September 20, 2024 discussed above.
Fee Related Earnings
Fee Related Earnings increased $34.6 million for the three months ended September 30, 2024 as compared to the three
months ended September 30, 2023 and increased $91.7 million for the nine months ended September 30, 2024 as compared to
the nine months ended September 30, 2023. The following table provides the components of the changes in Fee Related
Earnings for the three and nine months ended September 30, 2024:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024 v. 2023
(Dollars in millions)
Fee Related Earnings, September 30, 2023
$47.6
$143.0
Increases (decreases):
Increase in fee revenues
36.0
99.1
Decrease in cash-based compensation and benefits
4.8
19.0
Increase in general, administrative and other indirect expenses
(5.0)
(22.6)
All other changes
(1.2)
(3.8)
Total increase
34.6
91.7
Fee Related Earnings, September 30, 2024
$82.2
$234.7
107
Fee Revenues. Fee revenues increased $36.0 million for the three months ended September 30, 2024 as compared to the
three months ended September 30, 2023 and increased $99.1 million for the nine months ended September 30, 2024 as
compared to the nine months ended September 30, 2023, due to the following:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024 v. 2023
(Dollars in millions)
Higher fund management fees
$13.9
$42.1
Higher portfolio advisory and transaction fees, net and other
14.2
34.9
Higher fee related performance revenues
7.9
22.1
Total increase in fee revenues
$36.0
$99.1
The increase in fund management fees for each of the three and nine months ended September 30, 2024 as compared to
the three and nine months ended September 30, 2023 was primarily driven by closed reinsurance transactions at Fortitude,
which increased the fee basis under the strategic advisory services agreement, as well as increases from fundraising and capital
deployment in CTAC and CCOF III.
The increase in portfolio advisory and transaction fees, net and other for each of the three and nine months ended
September 30, 2024 as compared to the three and nine months ended September 30, 2023 was primarily driven by an increase
in capital market fees. The recognition of capital markets fees can be volatile as they are primarily generated by investment
activity. See “—Trends Affecting Our Business” for further discussion on our investment activity and broader market trends.
The increase in fee related performance revenues for each of the three and nine months ended September 30, 2024 as
compared to the three and nine months ended September 30, 2023 was due to higher fee related performance revenues from
CTAC.
Cash-based compensation and benefits expense. Cash-based compensation and benefits expense decreased $4.8 million
for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and decreased
$19.0 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023,
primarily due to a decrease in the portion of bonuses funded by fee earnings as a result of the updates to our compensation
program effective as of December 31, 2023, partially offset by higher fee related performance revenue compensation.
General, administrative and other indirect expenses. General, administrative and other indirect expenses increased $5.0
million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and
increased $22.6 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30,
2023, primarily due to increases in partnership expenses paid by the Company on behalf of the Carlyle funds, technology costs,
professional fees (including legal expenses), rent and office costs as the Global Credit segment continues to grow.
108
Fee-earning AUM
Fee-earning AUM is presented below for each period together with the components of change during each respective
period.
 
As of September 30,
 
2024
2023
Global Credit
(Dollars in millions)
Components of Fee-earning AUM(1)
Fee-earning AUM based on capital commitments
$2,467
$2,765
Fee-earning AUM based on invested capital
19,220
14,935
Fee-earning AUM based on collateral balances, at par
46,454
49,713
Fee-earning AUM based on net asset value
2,409
2,051
Fee-earning AUM based on fair value and other(2)
88,611
54,580
Total Fee-earning AUM
$159,161
$124,044
Annualized Management Fee Rate(3)
0.36%
0.41%
(1)For additional information concerning the components of Fee-earning AUM, see “—Key Financial Measures—Operating Metrics.”
(2)Includes the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement and funds with fees
based on gross asset value.
(3)Represents annualized fund management fees divided by the average of the beginning of year and each quarter end’s Fee-earning AUM
in the reporting period. Catch-up management fees were excluded in the calculation of the annualized fund management fees.
The table below provides the period to period rollforward of Fee-earning AUM.
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
Global Credit
(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period
$155,437
$126,200
$155,238
$121,229
Inflows(1)
2,594
1,635
10,216
4,948
Outflows (including realizations)(2)
(3,137)
(858)
(8,901)
(2,239)
Market Activity & Other(3)
3,868
(2,590)
2,553
238
Foreign Exchange(4)
399
(343)
55
(132)
Balance, End of Period
$159,161
$124,044
$159,161
$124,044
(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based
on commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are
based on invested capital, the fee-earning collateral balance of new CLO issuances, closed reinsurance transactions at Fortitude, and
gross subscriptions in our vehicles for which management fees are based on net asset value. Inflows for the nine months ended
September 30, 2023 include $2.4 billion of Fee-earning AUM related to closed reinsurance transactions at Fortitude. Inflows exclude
fundraising amounts during the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.
(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair
value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has
expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-ended funds, and
outflows from our liquid credit products. Realizations for funds earning management fees based on commitments during the period do
not affect Fee-earning AUM.
(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in funds or vehicles based on the
lower of cost or fair value or net asset value, activity of funds with fees based on gross asset value, and changes in the fair value of
Fortitude’s general account assets covered by the strategic advisory services agreement.
(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated
funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the
period end.
109
Fee-earning AUM was $159.2 billion at September 30, 2024, an increase of 2% from $155.4 billion at June 30, 2024, as
positive market activity of $3.9 billion, primarily from an increase in the fair value of assets covered by the Fortitude strategic
advisory services agreement, and inflows of $2.6 billion, reflecting capital deployment in funds which charge fees on invested
capital, exceeded $3.1 billion of outflows, primarily in our liquid credit and aviation products.
Fee-earning AUM was $159.2 billion at September 30, 2024, an increase of 3% from $155.2 billion at December 31,
2023, as inflows of $10.2 billion for the period, including the issuance of five CLOs and deployment in funds that charge fees
on invested capital, and $2.6 billion of positive market activity, driven by an increase in the fair value of assets covered by the
Fortitude strategic advisory services agreement, exceeded $8.9 billion of outflows. Outflows were primarily from our liquid
credit products and realizations in funds which charge fees on invested capital.
Fee-earning AUM was $159.2 billion at September 30, 2024, an increase of $35.2 billion, or approximately 28%,
compared to $124.0 billion at September 30, 2023, as inflows and positive market activity were only partially offset by
outflows during the period. Inflows of $38.4 billion were driven by $23.7 billion of closed reinsurance transactions at Fortitude,
the issuance of seven new CLOs, and investment activity in our opportunistic credit, asset-backed finance and infrastructure
credit funds, as well as subscriptions in CTAC. Positive market activity of $7.5 billion was driven by an increase in the fair
value of assets covered by the Fortitude strategic advisory services agreement. Outflows of $11.4 billion included outflows
from our liquid credit products, realizations in funds which charge fees on invested capital, and reductions for funds that are no
longer calling for management fees. The segment annualized management fee rate decreased to 0.36% at September 30, 2024
from 0.41% at September 30, 2023, primarily reflecting the impact of an increase in assets covered by the strategic advisory
services agreement with Fortitude, which have a lower fee rate than other Global Credit products.
Total AUM
The table below provides the period to period rollforward of Total AUM. 
 
Three Months Ended
September 30, 2024
Nine Months Ended
September 30, 2024
 
(Dollars in millions)
Global Credit
Total AUM Rollforward
Balance, Beginning of Period
$189,761
$187,826
Inflows(1)
2,806
9,275
Outflows (including realizations)(2)
(3,822)
(8,843)
Market Activity & Other(3)
5,307
6,151
Foreign Exchange(4)
417
60
Balance, End of Period
$194,469
$194,469
(1)Inflows generally reflects the impact of gross fundraising and closed reinsurance transactions at Fortitude during the period. For funds
or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported
Fundraising metric is translated at the spot rate for each individual closing.
(2)Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and
separately managed accounts, gross redemptions in our open-ended funds, outflows from our liquid credit products, and the expiration
of available capital.
(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related
co-investment vehicles, and separately managed accounts, as well as the impact of fees, expenses and non-investment income, change
in gross asset value for our business development companies, changes in the fair value of Fortitude’s general account assets covered by
the strategic advisory services agreement, and other changes in AUM.
(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated
funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the
period end.
Total AUM was $194.5 billion at September 30, 2024, an increase of 2% compared to $189.8 billion at June 30, 2024, as
positive market activity and inflows exceeded outflows for the period. Positive market activity of $5.3 billion was driven by an
increase in the fair value of assets covered by the Fortitude strategic advisory services agreement and 3% appreciation in our
carry funds, while inflows of $2.8 billion for the period were driven by fundraising across the segment, including in our direct
110
lending, opportunistic credit, and asset-backed finance strategies. Outflows for the period of $3.8 billion were primarily in our
liquid credit and aviation products.
Total AUM was $194.5 billion at September 30, 2024, an increase of 4% compared to $187.8 billion at December 31,
2023, as inflows and positive market activity more than offset outflows for the period. Inflows of $9.3 billion for the period
included the issuance of five new CLOs, commitments in our infrastructure credit and opportunistic credit products, and
subscriptions in CTAC. Positive market activity of $6.2 billion was driven by an increase in the fair value of assets covered by
the Fortitude strategic advisory services agreement and 9% appreciation in our carry funds. Outflows of $8.8 billion for the
period were primarily in our liquid credit products.
Fund Performance Metrics
Fund performance information for certain of our Global Credit funds is included throughout this discussion and analysis
to facilitate an understanding of our results of operations for the periods presented. The fund return information reflected in this
discussion and analysis is not indicative of the performance of The Carlyle Group Inc. and is also not necessarily indicative of
the future performance of any particular fund. An investment in The Carlyle Group Inc. is not an investment in any of our
funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.
The following table reflects the performance of our significant carry funds in our Global Credit business. Please see “—
Our Global Investment Offerings” for a legend of the fund acronyms listed below. 
(Dollars in millions)
 
TOTAL INVESTMENTS
 
 
As of September 30, 2024
Fund (Fee Initiation Date/Stepdown Date)(11)
Committed
Capital(12)
Cumulative
Invested 
Capital (1)
Percent
Invested
Realized
Value (2)
Remaining
Fair Value
(3)
MOIC (4)
Gross IRR
(5) (8)
Net IRR
(6) (8)
Net Accrued
Carry/(Giveback)
(7)
Global Credit Carry Funds
CCOF III (Feb 2023 / Oct 2028)
$3,199
$1,628
51%
$97
$1,762
1.1x
NM
NM
$6
CCOF II (Nov 2020 / Mar 2026)
$4,430
$5,537
125%
$2,181
$5,037
1.3x
15%
11%
$92
CCOF I (Nov 2017 / Sep 2022)
$2,373
$3,498
147%
$3,464
$1,448
1.4x
17%
12%
$28
CSP IV (Apr 2016 / Dec 2020)
$2,500
$2,500
100%
$1,309
$2,040
1.3x
9%
5%
$—
CSP III (Dec 2011 / Aug 2015)
$703
$703
100%
$932
$14
1.3x
17%
7%
$—
CEMOF II (Dec 2015 / Jun 2019)
$1,692
$1,713
101%
$1,862
$340
1.3x
7%
3%
$—
SASOF III (Nov 2014 / n/a)
$833
$991
119%
$1,197
$69
1.3x
18%
10%
$6
All Other Active Funds & Vehicles(9)
$11,021
n/a
$2,965
$9,518
1.1x
8%
6%
$43
Fully Realized Funds & Vehicles(10)(13)
$6,625
n/a
$8,190
$—
1.2x
9%
3%
$—
TOTAL GLOBAL CREDIT CARRY FUNDS
$34,217
n/a
$22,197
$20,228
1.2x
10%
6%
$174
(1)Represents the original cost of investments since the inception of the fund. For CSP III and CSP IV, reflects amounts
net of investment level recallable proceeds which is adjusted to reflect recyclability of invested capital for the purpose
of calculating the fund MOIC.
(2)Represents all realized proceeds since inception of the fund.
(3)Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining
escrow values for realized investments.
(4)Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried
interest, divided by cumulative invested capital.
(5)Gross Internal Rate of Return (“Gross IRR”) represents an annualized time-weighted return on Limited Partner invested
capital, based on contributions, distributions and unrealized fair value as of the reporting date, before the impact of
management fees, partnership expenses and carried interest. For fund vintages 2017 and after, Gross IRR includes the
impact of interest expense related to the funding of investments on fund lines of credit. Gross IRR is calculated based
on the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment
cash flows for the fund. Subtotal Gross IRR aggregations for multiple funds are calculated based on actual cash flow
dates for each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in
each fund.
(6)Net Internal Rate of Return (“Net IRR”) represents an annualized time-weighted return on Limited Partner invested
capital, based on contributions, distributions and unrealized fair value as of the reporting date, after the impact of all
management fees, partnership expenses and carried interest, including current accruals. Net IRR is calculated based on
111
the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash
flows for the fund. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may
differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues
with a blended Net IRR that is below the preferred return hurdle for that fund. Subtotal Net IRR aggregations for
multiple funds are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted
return for a Limited Partner who invested sequentially in each fund.
(7)Represents the net accrued performance revenue balance/(giveback obligation) as of the current quarter end.
(8)For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time
since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful
but is negative as of reporting period end.
(9)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and
stand-alone investments arranged by us: SASOF IV, SASOF V, CAPF VII, CICF, CICF II, CAF, and CALF.
(10)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and
certain other stand-alone investments arranged by us: CSP I, CSP II, CEMOF I, CSC, CMP I, CMP II, SASOF II, and
CASCOF.
(11)The fund stepdown date represents the contractual stepdown date under the respective fund agreements for funds on
which the fee basis stepdown has not yet occurred. Funds without a listed Fee Initiation Date and Stepdown Date have
not yet initiated fees.
(12)All amounts shown represent total capital commitments as of September 30, 2024. Certain of our recent vintage funds
are currently in fundraising and total capital commitments are subject to change. Committed Capital for CEMOF II
reflects original committed capital of $2.8 billion, less $1.1 billion in commitments that were extinguished following a
Key Person Event. Committed capital for CCOF II excludes $150 million in capital committed by a CCOF II investor to
a side vehicle.
(13)Funds are included when all investments have been realized. There may be remaining fair value and net accrued carry
where there are outstanding escrow balances or undistributed proceeds.
112
Global Investment Solutions
The following table presents our results of operations for our Global Investment Solutions segment:
 
Three Months Ended
September 30,
Change
Nine Months Ended
September 30,
Change
 
2024
2023
$
%
2024
2023
$
%
 
(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees
$85.1
$59.1
$26.0
44%
$238.7
$173.7
$65.0
37%
Portfolio advisory and
transaction fees, net and other
0.1
—
0.1
NM
0.2
—
0.2
NM
Fee related performance
revenues
7.3
1.6
5.7
NM
10.4
3.2
7.2
225%
Total fund level fee revenues
92.5
60.7
31.8
52%
249.3
176.9
72.4
41%
Realized performance revenues
39.2
13.1
26.1
199%
82.5
67.3
15.2
23%
Realized principal investment
income
1.9
1.0
0.9
90%
3.5
4.6
(1.1)
(24)%
Interest income
2.3
1.6
0.7
44%
5.8
4.0
1.8
45%
Total revenues
135.9
76.4
59.5
78%
341.1
252.8
88.3
35%
Segment Expenses
Compensation and benefits
Cash-based compensation and
benefits
30.0
32.4
(2.4)
(7)%
85.6
94.4
(8.8)
(9)%
Realized performance revenues
related compensation
36.9
10.8
26.1
242%
73.2
60.1
13.1
22%
Total compensation and
benefits
66.9
43.2
23.7
55%
158.8
154.5
4.3
3%
General, administrative, and other
indirect expenses
13.2
9.4
3.8
40%
37.1
35.1
2.0
6%
Depreciation and amortization
expense
1.8
1.2
0.6
50%
5.0
3.5
1.5
43%
Interest expense
2.9
2.2
0.7
32%
8.7
6.7
2.0
30%
Total expenses
84.8
56.0
28.8
51%
209.6
199.8
9.8
5%
(=) Distributable Earnings
$51.1
$20.4
$30.7
150%
$131.5
$53.0
$78.5
148%
(-) Realized Net Performance
Revenues
2.3
2.3
—
—%
9.3
7.2
2.1
29%
(-) Realized Principal Investment
Income
1.9
1.0
0.9
90%
3.5
4.6
(1.1)
(24)%
(+) Net Interest
0.6
0.6
—
—%
2.9
2.7
0.2
7%
(=) Fee Related Earnings
$47.5
$17.7
$29.8
168%
$121.6
$43.9
$77.7
177%
Distributable Earnings
Distributable Earnings increased $30.7 million for the three months ended September 30, 2024 as compared to the three
months ended September 30, 2023 and increased $78.5 million for the nine months ended September 30, 2024 as compared to
the nine months ended September 30, 2023. The following table provides the components of the changes in Distributable
Earnings for the three and nine months ended September 30, 2024:
113
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024 v. 2023
(Dollars in millions)
Distributable Earnings, September 30, 2023
$20.4
$53.0
Increases (decreases):
Increase in fee related earnings
29.8
77.7
Increase in realized net performance revenues
—
2.1
Increase (decrease) in realized principal investment income
0.9
(1.1)
Increase in net interest
—
(0.2)
Total increase
30.7
78.5
Distributable Earnings, September 30, 2024
$51.1
$131.5
Fee Related Earnings
Fee Related Earnings increased $29.8 million for the three months ended September 30, 2024 as compared to the three
months ended September 30, 2023 and increased $77.7 million for the nine months ended September 30, 2024 as compared to
the nine months ended September 30, 2023. The following table provides the components of the changes in Fee Related
Earnings for the three and nine months ended September 30, 2024:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024 v. 2023
(Dollars in millions)
Fee Related Earnings, September 30, 2023
$17.7
$43.9
Increases (decreases):
Increase in fee revenues
31.8
72.4
Decrease in cash-based compensation and benefits
2.4
8.8
Increase in general, administrative and other indirect expenses
(3.8)
(2.0)
All other changes
(0.6)
(1.5)
Total increase
29.8
77.7
Fee Related Earnings, September 30, 2024
$47.5
$121.6
Fee Revenues. Fee revenues increased $31.8 million for the three months ended September 30, 2024 as compared to the
three months ended September 30, 2023, and increased $72.4 million for the nine months ended September 30, 2024 as
compared to the nine months ended September 30, 2023, driven by an increase in Fund management fees of $26.0 million and
$65.0 million, respectively, and an increase in Fee related performance revenues of $5.7 million and $7.2 million, respectively.
The increase in Fund management fees was primarily driven by the activation of management fees in the second half of 2023,
and the impact of ongoing fundraising in our most recent vintage secondaries & portfolio finance and co-investment products.
Fund management fees for the three and nine months ended September 30, 2024 include catch-up management fees of $4.3
million and $6.6 million, respectively. The increase in Fee related performance revenues was primarily driven by growth in our
CAPM retail strategy.
114
Fee-earning AUM
Fee-earning AUM is presented below for each period together with the components of change during each respective
period.  
 
As of September 30,
 
2024
2023
Global Investment Solutions
(Dollars in millions)
Components of Fee-earning AUM(1)
Fee-earning AUM based on capital commitments
$20,485
$15,485
Fee-earning AUM based on invested capital(2)
9,205
7,922
Fee-earning AUM based on net asset value
12,383
9,151
Fee-earning AUM based on lower of cost or fair market value
8,850
9,035
Total Fee-earning AUM
$50,923
$41,593
Annualized Management Fee Rate(3)
0.65%
0.60%
(1)For additional information concerning the components of Fee-earning AUM, see “—Key Financial Measures—Operating Metrics.”
(2)Includes amounts committed to or reserved for certain AlpInvest funds.
(3)Represents annualized fund management fees divided by the average of the beginning of year and each quarter end’s Fee-earning AUM
in the reporting period. Catch-up management fees were excluded in the calculation of the annualized fund management fees.
The table below provides the period to period rollforward of Fee-earning AUM.
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
 
2024
2023
2024
2023
Global Investment Solutions
(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period
$48,246
$38,120
$45,529
$37,547
Inflows(1)
2,257
7,096
6,851
9,035
Outflows (including realizations)(2)
(616)
(3,206)
(2,435)
(4,598)
Market Activity & Other(3)
358
568
832
267
Foreign Exchange(4)
678
(985)
146
(658)
Balance, End of Period
$50,923
$41,593
$50,923
$41,593
(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based
on commitments were activated during the period and the fee-earning commitments invested in vehicles for which management fees are
based on invested capital. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are
referenced as Pending Fee-earning AUM.
(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair
value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has
expired during the period, and reductions for funds that are no longer calling for fees. Distributions for funds earning management fees
based on commitments during the period do not affect Fee-earning AUM.
(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the
lower of cost or fair value and net asset value.
(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated
funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the
period end.
Fee-earning AUM was $50.9 billion at September 30, 2024, an increase of $2.7 billion, or approximately 6%, compared
to $48.2 billion at June 30, 2024, as inflows and the positive impact of foreign exchange were partially offset by outflows.
Inflows of $2.3 billion were driven by fee-paying capital raised and investment activity primarily in our secondaries & portfolio
finance and CAPM retail strategies. Positive foreign exchange activity of $0.7 billion resulted from the translation of our EUR-
denominated AUM to USD. Outflows of $0.6 billion were driven by realizations across the segment in funds that charge fees
115
on invested capital or fair value. Distributions from funds still in the commitment or weighted-average investment period do not
impact Fee-earning AUM as these funds are based on commitments and not invested capital.
Fee-earning AUM was $50.9 billion at September 30, 2024, an increase of $5.4 billion, or approximately 12%, compared
to $45.5 billion at December 31, 2023, as inflows and market appreciation were partially offset by outflows. Inflows of $6.9
billion were primarily driven by fee-paying capital raised and investment activity across all strategies. Market appreciation of
$0.8 billion was driven by certain funds in our secondaries & portfolio finance and primary strategies in which fees are based
on fair value. Outflows of $2.4 billion were driven by realizations in our primary and secondaries & portfolio finance funds that
charge fees on invested capital.
Fee-earning AUM was $50.9 billion at September 30, 2024, an increase of $9.3 billion, or approximately 22%, compared
to $41.6 billion at September 30, 2023, as inflows and market appreciation more than outpaced outflows during the period.
Inflows of $10.9 billion were primarily driven by commitments raised in our secondaries & portfolio finance and co-investment
strategies and investment activity across all strategies. Market appreciation of $1.1 billion was driven by certain funds in our
secondaries & portfolio finance strategy in which fees are based on fair value. Outflows of $3.5 billion were driven by
realizations in our primary and secondaries & portfolio finance funds and step-downs in fee bases.
The table below provides the period to period rollforward of Total AUM.
 
Three Months Ended
September 30, 2024
Nine Months Ended
September 30, 2024
 
(Dollars in millions)
Global Investment Solutions
Total AUM Rollforward
Balance, Beginning of Period
$80,633
$76,860
Inflows(1)
2,326
6,962
Outflows (including realizations)(2)
(1,910)
(5,088)
Market Activity & Other(3)
1,543
4,844
Foreign Exchange(4)
1,135
149
Balance, End of Period
$83,727
$83,727
(1)Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects
translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual
closing.
(2)Outflows includes distributions in our carry funds, related co-investment vehicles and separately managed accounts, as well as the
expiration of available capital.
(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related
co-investment vehicles and separately managed accounts, the net impact of fees, expenses and non-investment income, as well as other
changes in AUM.
(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated
funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the
period end.
Total AUM was $83.7 billion at September 30, 2024, an increase of $3.1 billion, or approximately 4%, compared to
$80.6 billion at June 30, 2024. The increase was driven by $2.3 billion of inflows related to fundraising primarily in our
secondaries & portfolio finance and CAPM retail strategies, market appreciation of $1.5 billion primarily in our secondaries &
portfolio finance and co-investment strategies, and $1.1 billion of positive foreign exchange activity from the translation of our
EUR-denominated AUM to USD. Partially offsetting the increase were outflows of $1.9 billion from realizations
predominantly in our primary and secondaries & portfolio finance funds.
Total AUM was $83.7 billion at September 30, 2024, an increase of $6.8 billion, or approximately 9%, compared to
$76.9 billion at December 31, 2023. Inflows from fundraising of $7.0 billion and market appreciation of $4.8 billion, both
driven by our secondaries & portfolio finance and co-investment strategies, were partially offset by outflows of $5.1 billion
from realizations predominantly in our primary and secondaries & portfolio finance funds.
116
Fund Performance Metrics
The fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle
Group Inc. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle
Group Inc. is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and
future funds will achieve similar returns.
The following table reflects the performance of our significant funds in our Global Investment Solutions business. We
also present fund performance information for portfolios of investments held by separately managed accounts, generally
aggregated either as invested alongside the relevant commingled fund or over a specified time period.
(Amounts in millions)
 
 
TOTAL INVESTMENTS
 
 
 
As of September 30, 2024
Global Investment Solutions (1)(8)
Vintage
Year
Fund Size
Cumulative
Invested
Capital
(2)(3)
Realized
Value (3)
Remaining
Fair Value
(3)
Total Fair
Value(3)(4)
MOIC
(5)
Gross
IRR  
(6)(10)
Net
IRR
(7)(10)
Net Accrued
Carry/
(Giveback)
(12)
 
 
 
(Reported in Local Currency, in Millions)
Secondaries &
Portfolio
Finance
ASF VIII
2024
$8,200
$2,138
$39
$2,883
$2,922
1.4x
NM
NM
$27
ASF VII
2020
$6,769
$4,528
$1,408
$5,551
$6,960
1.5x
21%
16%
$99
ASF VII - SMAs
2020
€2,016
€1,657
€420
€1,992
€2,412
1.5x
20%
17%
$34
ASF VI
2017
$3,333
$2,741
$2,537
$1,945
$4,482
1.6x
16%
13%
$56
ASF VI - SMAs
2017
€2,817
€2,698
€2,257
€2,019
€4,277
1.6x
14%
13%
$47
ASF V
2012
$756
$662
$1,027
$176
$1,204
1.8x
18%
15%
$7
ASF V - SMAs
2012
€3,916
€4,054
€6,910
€687
€7,597
1.9x
21%
20%
$14
SMAs 2009-2011
2010
€1,859
€1,993
€3,411
€70
€3,481
1.7x
19%
18%
$—
All Other Active Funds & Vehicles (9)
Various
$1,471
$600
$1,423
$2,024
1.4x
21%
19%
$20
Fully Realized Funds & Vehicles
Various
€4,234
€6,960
€22
€6,982
1.6x
19%
18%
$—
Co-Investments
ACF IX
2023
$3,297
$771
$1
$805
$805
1.0x
NM
NM
$—
ACF VIII
2021
$3,614
$3,338
$115
$4,119
$4,234
1.3x
12%
9%
$28
ACF VIII - SMAs
2021
$1,069
$923
$45
$1,130
$1,175
1.3x
13%
10%
$7
ACF VII
2017
$1,688
$1,638
$852
$2,425
$3,277
2.0x
17%
14%
$59
ACF VII - SMAs
2017
€1,452
€1,412
€607
€2,017
€2,624
1.9x
16%
14%
$42
SMAs 2014-2016
2014
€1,274
€1,108
€2,221
€676
€2,897
2.6x
25%
23%
$11
SMAs 2012-2013
2012
€1,124
€1,055
€2,819
€174
€2,993
2.8x
28%
26%
$1
SMAs 2009-2010
2010
€1,475
€1,371
€3,523
€565
€4,088
3.0x
23%
22%
$—
Strategic SMAs
Various
$4,046
$1,295
$5,476
$6,771
1.7x
18%
17%
$72
All Other Active Funds & Vehicles (9)
Various
€499
€614
€137
€751
1.5x
16%
14%
$2
Fully Realized Funds & Vehicles
Various
€5,706
€9,840
€1
€9,841
1.7x
15%
13%
$—
Primary
Investments
SMAs 2024-2026
2024
$1,509
$10
$—
$8
$8
0.8x
NM
NM
$—
SMAs 2021-2023
2021
€4,505
€1,055
€31
€1,158
€1,190
1.1x
NM
NM
$—
SMAs 2018-2020
2018
$3,116
$2,257
$402
$2,781
$3,183
1.4x
15%
14%
$2
SMAs 2015-2017
2015
€2,501
€2,475
€2,358
€2,468
€4,826
1.9x
20%
20%
$10
SMAs 2012-2014
2012
€5,080
€5,899
€9,054
€3,849
€12,902
2.2x
18%
17%
$15
SMAs 2009-2011
2009
€4,877
€5,702
€10,406
€1,933
€12,339
2.2x
17%
17%
$1
SMAs 2006-2008
2005
€11,500
€13,322
€21,908
€1,303
€23,210
1.7x
10%
10%
$—
SMAs 2003-2005
2003
€4,628
€5,049
€8,008
€161
€8,169
1.6x
10%
9%
$—
All Other Active Funds & Vehicles (9)
Various
€1,813
€1,773
€272
€2,045
1.1x
3%
2%
$—
Fully Realized Funds & Vehicles
Various
€4,916
€8,004
€33
€8,037
1.6x
12%
11%
$—
TOTAL GLOBAL INVESTMENT SOLUTIONS (USD)(11)
$98,125
$121,059
$50,503
$171,562
1.7x
14%
13%
$554
(1)Includes private equity and mezzanine primary fund investments, secondary fund investments and co-investments
originated by AlpInvest. Excluded from the performance information shown are: (a) investments that were not originated
by AlpInvest (i.e., AlpInvest did not make the original investment decision or recommendation); (b) Direct Investments,
which was spun off from AlpInvest in 2005; (c) Carlyle AlpInvest Private Markets (CAPM); and (d) LP co-investment
vehicles managed by AlpInvest. As of September 30, 2024, these excluded portfolios amounted to approximately $7.8
billion of AUM in the aggregate.
(2)Represents the original cost of investments since inception of the fund.
(3)To exclude the impact of FX, all foreign currency cash flows have been converted to the currency representing a majority
of the capital committed to the relevant fund at the reporting period spot rate.
117
(4)Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried
interest.
(5)Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest,
divided by cumulative invested capital.
(6)Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner
invested capital based on investment contributions, distributions and unrealized value of the underlying investments, before
management fees, expenses and carried interest at the AlpInvest level.
(7)Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested
capital based on investment contributions, distributions and unrealized value of the underlying investments, after
management fees, expenses and carried interest. Fund level IRRs are based on aggregate Limited Partner cash flows, and
this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued
performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund. 
(8)“ASF” stands for AlpInvest Secondaries Fund, “ACF” stands forAlpInvest Co-Investment Fund, and “SMAs” are
Separately Managed Accounts. “ASF - SMAs” and “ACF - SMAs” reflect the aggregated portfolios of investments held by
SMAs within the relevant strategy, which invest alongside the relevant ASF or ACF (as applicable). Strategic SMAs reflect
the aggregated portfolios of co-investments made by SMAs sourced from the SMA investor’s own private equity fund
investment portfolio. Other SMAs reflect the aggregated portfolios of investments within the relevant strategy that began
making investments in the corresponding time periods. Co-Investments SMAs 2014-2016 does not include two SMAs that
started in 2016 but invested a substantial majority alongside ACF VII. These two SMAs have instead been grouped with
ACF VII - SMAs. An SMA may pursue multiple investment strategies and make commitments over multiple years.
(9)Includes ASF VIII - SMAs, ACF IX - SMAs, AlpInvest Strategic Portfolio Finance II, AlpInvest Atom Fund, AlpInvest
Atom Fund II, all mezzanine investment portfolios, all ‘clean technology’ private equity investment portfolios, all strategic
portfolio finance SMAs, and any state-focused investment mandate portfolios.
(10)For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time
since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful but
is negative as of reporting period end. 
(11)For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting
period spot rate. 
(12)Represents the net accrued performance revenue balance/(giveback obligation) as of the current quarter end. Total Net
Accrued Carry excludes $0.4 million of net accrued carry as of September 30, 2024, which was retained as part of the sale
of MRE on April 1, 2021.
Liquidity and Capital Resources
Historical Liquidity and Capital Resources
We have historically required limited capital resources to support the working capital and operating needs of our
business. Our management fees have largely covered our operating costs and all realized performance allocations, after
covering the related compensation, are available for distribution to stockholders. Approximately 95% – 97% of all capital
commitments to our funds are provided by our fund investors, with the remaining amount typically funded by Carlyle, our
senior Carlyle professionals, advisors and other professionals. We may elect to invest additional amounts in funds focused on
new investment areas.
Our Sources of Liquidity
We have multiple sources of liquidity to meet our capital needs, including cash on hand, annual cash flows, accumulated
earnings and funds from our senior revolving credit facility, which had $1.0 billion of available capacity as of September 30,
2024. We believe these sources will be sufficient to fund our capital needs for at least the next twelve months. We believe we
will meet longer-term expected future cash requirements and obligations through a combination of existing cash and cash
equivalent balances, cash flow from operations, accumulated earnings, and amounts available for borrowing from our senior
revolving credit facility or other financings.
Cash and cash equivalents. Cash and cash equivalents were approximately $1.4 billion at September 30, 2024. However,
a portion of this cash is allocated for specific business purposes, including, but not limited to: (i) performance allocations and
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incentive fee related cash that has been received but not yet distributed as performance allocations and incentive fee related
compensation and amounts owed to non-controlling interests, (ii) proceeds received from realized investments that are allocable
to non-controlling interests, and (iii) regulatory capital.
Corporate Treasury Investments. These investments represent investments in U.S. Treasury and government agency
obligations, commercial paper, certificates of deposit, other investment grade securities and other investments with original
maturities of greater than three months when purchased.
After deducting cash amounts allocated to the specific requirements mentioned above, the remaining cash, cash
equivalents, and corporate treasury investments, was approximately $1.3 billion as of September 30, 2024. This remaining
amount will be used towards our primary liquidity needs, as outlined in the next section. This amount does not take into
consideration ordinary course of business payables and reserves for specific business purposes.
Senior Revolving Credit Facility. The capacity under the revolving credit facility is $1.0 billion and the facility is
scheduled to mature on April 29, 2027. The Company’s borrowing capacity is subject to the ability of the financial institutions
in the banking syndicate to fulfill their respective obligations under the revolving credit facility. Principal amounts outstanding
under the amended and restated revolving credit facility accrue interest, at the option of the borrowers, either (a) at an alternate
base rate plus an applicable margin not to exceed 0.50% per annum, or (b) at SOFR (or similar benchmark rate for non-U.S.
dollar borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50% per annum (5.95% at September 30,
2024). As of September 30, 2024, there were no amounts outstanding under the senior revolving credit facility.
The senior revolving credit facility is unsecured. We are required to maintain management fee earning assets (as defined
in the amended and restated senior revolving credit facility) of at least $126.6 billion and a total leverage ratio of less than 4.0 to
1.0, in each case, tested on a quarterly basis. Non-compliance with any of the financial or non-financial covenants without cure
or waiver would constitute an event of default under the senior revolving credit facility. An event of default resulting from a
breach of certain financial or non-financial covenants may result, at the option of the lenders, in an acceleration of the principal
and interest outstanding, and a termination of the senior revolving credit facility. The senior credit facility also contains other
customary events of default, including defaults based on events of bankruptcy and insolvency, nonpayment of principal, interest
or fees when due, breach of specified covenants, change in control and material inaccuracy of representations and warranties.
Global Credit Revolving Credit Facility. Certain subsidiaries of the Company are parties to a revolving line of credit,
primarily intended to support certain lending activities within the Global Credit segment. As currently amended, the Global
Credit Revolving Credit Facility provides for a revolving line of credit with a capacity of $300 million, which matures in
September 2027, and a second revolving line of credit with a capacity of $200 million, which matures in August 2025.
The Company’s borrowing capacity is subject to the ability of the financial institutions in the banking syndicate to fulfill
their respective obligations under the Global Credit Revolving Credit Facility. Principal amounts outstanding accrue interest at
applicable SOFR or Eurocurrency rates plus an applicable margin of 2.00% or an alternate base rate plus an applicable margin
of 1.00%. During the three months ended September 30, 2024, the Company made no borrowings under the Global Credit
Revolving Credit Facility. During the nine months ended September 30, 2024, the Company made borrowings of $5.0 million
and €5.0 million, which were repaid during the period. As of September 30, 2024, there was no borrowing outstanding under
the Global Credit Revolving Credit Facility.
CLO Borrowings. For certain of our CLOs, the Company finances a portion of its investment in the CLOs through the
proceeds received from term loans and other financing arrangements with financial institutions or other financing arrangements. 
The Company’s CLO borrowings outstanding were $358.7 million and $431.7 million at September 30, 2024 and
December 31, 2023, respectively. The CLO borrowings are secured by the Company’s investments in the respective CLO, have
a general unsecured interest in the Carlyle entity that manages the CLO and generally do not have recourse to any other Carlyle
entity. As of September 30, 2024, $338.0 million of these borrowings are secured by investments attributable to The Carlyle
Group Inc. See Note 6, Borrowings, to the condensed consolidated financial statements included in this Quarterly Report on
Form 10-Q for more information on our CLO borrowings.
Senior Notes. Certain indirect finance subsidiaries of the Company have issued senior notes, on which interest is payable
semi-annually, as discussed below. The senior notes are unsecured and unsubordinated obligations of the respective subsidiary
and are fully and unconditionally guaranteed, jointly and severally, by the Company and each of the Carlyle Holdings
partnerships. The indentures governing each of the senior notes contain customary covenants that, among other things, limit the
issuers’ and the guarantors’ ability, subject to certain exceptions, to incur indebtedness secured by liens on voting stock or
profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The notes also
contain customary events of default. All or a portion of the notes may be redeemed at our option, in whole or in part, at any
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time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the notes. If a change
of control repurchase event occurs, the notes are subject to repurchase at the repurchase price as set forth in the notes.
3.500% Senior Notes. In September 2019, Carlyle Finance Subsidiary L.L.C. issued $425.0 million of 3.500% senior
notes due September 19, 2029 at 99.841% of par.
5.625% Senior Notes. In March 2013, Carlyle Holdings II Finance L.L.C. issued $400.0 million of 5.625% senior notes
due March 30, 2043 at 99.583% of par. In March 2014, an additional $200.0 million of these notes were issued at 104.315% of
par and are treated as a single class with the already outstanding $400.0 million aggregate principal amount of these notes.
5.650% Senior Notes. In September 2018, Carlyle Finance L.L.C. issued $350.0 million of 5.650% senior notes due
September 15, 2048 at 99.914% of par.
Subordinated Notes. In May and June 2021, Carlyle Finance L.L.C. issued $500.0 million aggregate principal amount of
4.625% subordinated notes due May 15, 2061. The subordinated notes are unsecured and subordinated obligations of the issuer
and are fully and unconditionally guaranteed, jointly and severally, on a subordinated basis, by the Company, each of the
Carlyle Holdings partnerships, and CG Subsidiary Holdings L.L.C., an indirect subsidiary of the Company. The indentures
governing the subordinated notes contain customary covenants that, among other things, limit the issuers’ and the guarantors’
ability, subject to certain exceptions, to incur indebtedness ranking on a parity with the subordinated notes or indebtedness
ranking junior to the subordinated notes secured by liens on voting stock or profit participating equity interests of their
subsidiaries or merge, consolidate or sell, transfer or lease all or substantially all of their assets. The subordinated notes also
contain customary events of default. All or a portion of the notes may be redeemed at our option, in whole or in part, at any
time and from time to time on or after June 15, 2026, prior to their stated maturity, at a redemption price equal to their principal
amount plus any accrued and unpaid interest to, but excluding, the date of redemption. If interest due on the Subordinated Notes
is deemed to no longer be deductible in the U.S., a “Tax Redemption Event,” the subordinated notes may be redeemed, in
whole, but not in part, within 120 days of the occurrence of such event at a redemption price equal to their principal amount
plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, the subordinated notes may be redeemed,
in whole, but not in part, at any time prior to May 15, 2026, within 90 days of the rating agencies determining that the
Subordinated Notes should no longer receive partial equity treatment pursuant to the rating agency’s criteria, a “rating agency
event,” at a redemption price equal to 102% of their principal amount plus any accrued and unpaid interest to, but excluding,
the date of redemption.
Obligations of CLOs. Loans payable of the Consolidated Funds primarily comprise amounts due to holders of debt
securities issued by the CLOs. We are not liable for any loans payable of the CLOs. Loans payable of the CLOs are
collateralized by the assets held by the CLOs and the assets of one CLO may not be used to satisfy the liabilities of another.
This collateral consists of cash and cash equivalents, corporate loans, corporate bonds and other securities.
Realized Performance Allocation Revenues. Another source of liquidity we may use to meet our capital needs is the
realized performance allocation revenues generated by our investment funds. Performance allocations are generally realized
when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the preferred return.
For certain funds, performance allocations are realized once all invested capital and expenses have been returned to the fund’s
investors and the fund’s cumulative returns are in excess of the preferred return. Incentive fees earned on our CLO vehicles
generally are paid upon the dissolution of such vehicles.
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Our accrued performance allocations by segment as of September 30, 2024, gross and net of accrued giveback
obligations, are set forth below:
Accrued
Performance
Allocations(1)
Accrued
Giveback
Obligation
Net Accrued
Performance
Revenues
 
(Dollars in millions)
Global Private Equity
$5,048.4
$(18.4)
$5,030.0
Global Credit
476.6
(25.5)
451.1
Global Investment Solutions
1,685.8
—
1,685.8
Total
$7,210.8
$(43.9)
$7,166.9
Plus:  Accrued performance allocations from NGP Carry Funds(2)
487.8
Less:  Accrued performance allocation-related compensation
(4,924.3)
Plus:  Receivable for giveback obligations from current and former employees
11.5
Less:  Deferred taxes on certain foreign accrued performance allocations
(21.7)
Less/Plus:  Net accrued performance allocations/giveback obligations attributable to non-controlling interests in
consolidated entities
7.2
Plus:  Net accrued performance allocations attributable to Consolidated Funds, eliminated in consolidation
10.0
Net accrued performance revenues before timing differences
2,737.4
Less/Plus:  Timing differences between the period when accrued performance allocations/giveback obligations
are realized and the period they are collected/distributed
47.2
Net accrued performance revenues attributable to The Carlyle Group Inc.
$2,784.6
(1)Accrued incentive fees are excluded from net accrued performance revenues.
(2)Accrued performance allocations from NGP funds are presented as investments in the condensed consolidated balance sheet.
The net accrued performance revenues attributable to The Carlyle Group Inc., excluding realized amounts, related to our
carry funds and our other vehicles as of September 30, 2024, as well as the carry fund appreciation (depreciation), is set forth
below by segment (Dollars in millions):
Carry Fund Appreciation/(Depreciation)(1)
Net Accrued
Performance
Revenues
Quarter-to-Date
Year-to-Date
Last Twelve
Months
Q3 2023
Q3 2024
Q3 2023
Q3 2024
Q3 2023
Q3 2024
Overall Carry Fund Appreciation/(Depreciation)
2%
3%
5%
7%
5%
8%
Global Private Equity(2):
$2,055.7
Corporate Private Equity
1%
4%
3%
7%
4%
9%
1,479.0
Real Estate
1%
2%
2%
4%
1%
2%
141.8
Infrastructure & Natural Resources
5%
2%
8%
7%
11%
6%
435.9
Global Credit Carry Funds
2%
3%
8%
9%
10%
14%
174.4
Global Investment Solutions Carry Funds
2%
2%
9%
6%
5%
8%
554.5
Net Accrued Performance Revenues
$2,784.6
(1)Appreciation/(Depreciation) represents unrealized gain/(loss) for the period on a total return basis before fees and expenses. The
percentage of return is calculated as: ending remaining investment fair market value plus net investment outflow (sales proceeds
minus net purchases) minus beginning remaining investment fair market value divided by beginning remaining investment fair
market value. Amounts are fund only, and do not include coinvestments.
(2)Includes $1.0 million of net accrued clawback from our Legacy Energy funds.
Realized Principal Investment Income. Another source of liquidity we may use to meet our capital needs is the realized
principal investment income generated by our equity method investments and other principal investments. Principal investment
income is realized when we redeem all or a portion of our investment or when we receive or are due cash income, such as
dividends or distributions. Certain of the investments attributable to The Carlyle Group Inc. (excluding certain general partner
interests, certain strategic investments, and investments in certain CLOs) may be sold at our discretion as a source of liquidity.
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Investments as of September 30, 2024 consist of the following:
Investments in
Carlyle Funds
Investments
in NGP(1)
Total
(Dollars in millions)
Investments, excluding performance allocations
$3,023.2
$861.0
$3,884.2
Less: Amounts attributable to non-controlling interests in consolidated entities
(300.5)
—
(300.5)
Plus: Investments in Consolidated Funds, eliminated in consolidation
302.5
—
302.5
Less: Strategic equity method investments in NGP Management
—
(373.2)
(373.2)
Less: Investment in NGP general partners - accrued performance allocations
—
(487.8)
(487.8)
Total investments attributable to The Carlyle Group Inc.
$3,025.2
$—
$3,025.2
(1)Strategic equity method investment in NGP Management and investments in NGP general partners - accrued performance allocations.
See Note 4, Investments, to our condensed consolidated financial statements.
Our investments as of September 30, 2024 can be further attributed as follows (Dollars in millions):
Investments in Carlyle Funds, excluding CLOs:
Global Private Equity funds(1)
$962.9
Global Credit funds(2)
1,243.1
Global Investment Solutions funds
269.8
Total investments in Carlyle Funds, excluding CLOs
2,475.8
Investments in CLOs
438.2
Other investments
111.2
Total investments attributable to The Carlyle Group Inc.
3,025.2
CLO loans and other borrowings collateralized by investments attributable to The Carlyle Group Inc.(3)
(338.0)
Total investments attributable to The Carlyle Group Inc., net of CLO loans and other borrowings
$2,687.2
(1)Excludes our strategic equity method investment in NGP Management and investments in NGP general partners - accrued
performance allocations.
(2)Includes the Company’s indirect investment in Fortitude through Carlyle FRL, a Carlyle-affiliated investment fund, as discussed in
Note 4, Investments, to the condensed consolidated financial statements. This investment had a carrying value of $741.5 million as
of September 30, 2024.
(3)Of the $355.8 million in total CLO borrowings as of September 30, 2024 and as disclosed in Note 6, Borrowings, to the condensed
consolidated financial statements, $338.0 million are collateralized by investments attributable to The Carlyle Group Inc. The
remaining $17.8 million in total CLO borrowings are collateralized by investments attributable to non-controlling interests.
Our Liquidity Needs
We generally use our working capital and cash flows to invest in growth initiatives, service our debt, fund the working
capital needs of our business and investment funds and return capital to our common stockholders in the form of dividends or
stock repurchases.
In the future, we expect that our primary liquidity needs will be to: 
•provide capital to facilitate the growth of our existing business lines;
•provide capital to facilitate our expansion into new, complementary business lines, including acquisitions;
•pay operating expenses, including compensation and compliance costs and other obligations as they arise;
•fund costs of litigation and contingencies, including related legal costs;
•fund the capital investments of Carlyle in our funds;
•fund capital expenditures;
•repay borrowings and related interest costs and expenses;
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•pay earn-outs and contingent cash consideration associated with our acquisitions and strategic investments;
•pay income taxes, including corporate income taxes;
•pay dividends to our common stockholders in accordance with our dividend policy;
•repurchase our common stock and pay any associated taxes; and
•settle tax withholding obligations in connection with net share settlements of equity-based awards.
Common Stockholder Dividends. Under our dividend policy for our common stock, our intention is to pay dividends to
holders of our common stock in an amount of $0.35 per common share on a quarterly basis ($1.40 annually), which
commenced with the first quarter 2023 dividend paid in May 2023. For U.S. federal income tax purposes, any dividends we pay
generally will be treated as qualified dividend income (generally taxable to U.S. individual stockholders at capital gain rates)
paid by a domestic corporation to the extent paid out of our current or accumulated earnings and profits, as determined for U.S.
federal income tax purposes, with any excess dividends treated as return of capital to the extent of the stockholder’s basis. The
declaration and payment of dividends to holders of our common stock will be at the sole discretion of our Board of Directors
and in compliance with applicable law, and our dividend policy may be changed at any time.
With respect to dividend year 2024, the Board of Directors has declared a dividend to common stockholders totaling
$376.4 million, or $1.05 per share, consisting of the following:
Common Stock Dividends - Dividend Year 2024
Quarter
Dividend per
Common Share
Dividend to
Common
Stockholders
Record Date
Payment Date
(Dollars in millions, except per share data)
Q1 2024
$0.35
$125.6
May 14, 2024
May 21, 2024
Q2 2024
0.35
125.5
August 16, 2024
August 26, 2024
Q3 2024
0.35
125.3
November 18, 2024
November 25, 2024
Total
$1.05
$376.4
With respect to dividend year 2023, the Board of Directors declared cumulative dividends to common stockholders
totaling $506.0 million, consisting of the following:
Common Stock Dividends - Dividend Year 2023
Quarter
Dividend per
Common Share
Dividend to
Common
Stockholders
Record Date
Payment Date
(Dollars in millions, except per share data)
Q1 2023
$0.35
$126.7
May 16, 2023
May 23, 2023
Q2 2023
0.35
126.3
August 15, 2023
August 23, 2023
Q3 2023
0.35
126.3
November 21, 2023
November 29, 2023
Q4 2023
0.35
126.7
February 23, 2024
March 1, 2024
Total
$1.40
$506.0
Dividends to common stockholders paid during the nine months ended September 30, 2024 totaled $377.8 million,
including the amount paid in March 2024 of $0.35 per common share in respect of the fourth quarter of 2023. Dividends to
common stockholders paid during the nine months ended September 30, 2023 totaled $371.4 million, including the amount paid
in March 2023 of $0.325 per common share in respect of the fourth quarter of 2022.
Fund Commitments. Generally, Carlyle commits to fund approximately 0.75% of the capital commitments to our future
carry funds, although we may elect to invest additional amounts in funds focused on new investment areas. We may, from time
to time, exercise our right to purchase additional interests in our investment funds that become available in the ordinary course
of their operations. We expect our senior Carlyle professionals and employees to continue to make significant capital
contributions to our funds based on their existing commitments, and to make capital commitments to future funds consistent
with the level of their historical commitments. We also intend to make investments in our open-end funds and our CLO
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vehicles. Our investments in our European CLO vehicles will comply with the risk retention rules as discussed in “Risk
Retention Rules” later in this section.
Since our inception through September 30, 2024, we and our senior Carlyle professionals, operating executives and other
professionals have invested or committed to invest in or alongside our funds. Approximately 3% to 5% of all capital
commitments to our funds are funded collectively by us and our senior Carlyle professionals, operating executives and other
professionals.
A substantial majority of the remaining commitments are expected to be funded by senior Carlyle professionals,
operating executives, and other professionals through our internal co-investment program. Of the $4.3 billion of unfunded
commitments, approximately $3.6 billion is subscribed individually by senior Carlyle professionals, operating executives, and
other professionals, with the balance funded directly by the Company. Approximately 76% of the $4.3 billion of unfunded
commitments relate to investment funds in our Global Private Equity segment.
Under the Carlyle Global Capital Markets platform, certain of our subsidiaries may act as an underwriter, syndicator or
placement agent for security offerings and loan originations. We earn fees in connection with these activities and bear the risk
of the sale of such securities and placement of such loans, which may be longer dated. As of September 30, 2024, there were no
material outstanding commitments related to the origination and syndication of loans and securities under the Carlyle Global
Capital Markets platform.
Repurchase Program. During the nine months ended September 30, 2024, we paid an aggregate of $345.6 million to
repurchase and retire approximately 8.0 million shares of common stock. In addition, during the nine months ended September
30, 2024, we paid an aggregate of $133.2 million and retired 2.8 million shares of common stock to settle tax withholding
obligations in connection with net share settlements of equity-based awards, for a total of $478.8 million shares repurchased or
withheld this year. As of September 30, 2024, $0.9 billion of repurchase capacity remained under the share repurchase program,
which reflects the cost of common shares repurchased as well as shares settled for tax withholding payments made by the
Company related to the net share settlement of equity-based awards. For further information on our repurchase program, see
Note 13, Equity, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Cash Flows
The significant captions and amounts from our condensed consolidated statements of cash flows, which include the
effects of our Consolidated Funds and CLOs in accordance with U.S. GAAP, are summarized below.
 
Nine Months Ended September 30,
 
2024
2023
 
(Dollars in millions)
Statements of Cash Flows Data
Net cash used in operating activities
$(406.7)
$(49.2)
Net cash used in investing activities
(50.9)
(84.5)
Net cash provided by financing activities
370.7
52.6
Effect of foreign exchange rate changes
23.7
(8.2)
Net change in cash, cash equivalents and restricted cash
$(63.2)
$(89.3)
Net cash used in operating activities. Net cash used in operating activities includes the investment activity of our
Consolidated Funds. Excluding this activity, net cash used in operating activities was primarily driven by our earnings in the
respective periods after adjusting for significant non-cash activity, including non-cash performance allocations and incentive
fees, the related non-cash performance allocations and incentive fee related compensation, non-cash equity-based
compensation, and depreciation, amortization and impairments, all of which are included in earnings. Operating cash inflows
primarily include the receipt of management fees, realized performance allocations and incentive fees, while operating cash
outflows primarily include payments for operating expenses, including compensation and general, administrative and other
expenses.
Cash flows provided by operating activities during the nine months ended September 30, 2024 and 2023, excluding the
activities of our Consolidated Funds, were $867.3 million and $718.8 million, respectively. During the nine months ended
September 30, 2024 and 2023, cash inflows impacting net cash used in operating activities primarily included the receipt of
management fees and realized performance allocations and incentive fees, totaling approximately $2.8 billion and $2.5 billion,
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respectively. These inflows were offset by payments for compensation and general, administrative and other expenses of
approximately $2.0 billion and $1.7 billion for the nine months ended September 30, 2024 and 2023, respectively, which
includes payment of 2023 and 2022 year-end bonuses paid in January 2024 and 2023, respectively. Additionally, operating
outflows during the nine months ended September 30, 2023 included a $68.6 million payment relating to the Carlyle Aviation
Partners earn-out and a $20.3 million payment to the former Carlyle Holdings unitholders related to amounts owed under the
tax receivable agreement.
Cash used to purchase investments, as well as the proceeds from the sale of such investments, are also reflected in our
operating activities as investments are a normal part of our operating activities. During the nine months ended September 30,
2024, investment proceeds were $333.3 million as compared to investment purchases of $213.8 million, which included a
$115.1 million deferred consideration payment related to our investment in Fortitude. During the nine months ended September
30, 2023, investment proceeds were $338.4 million as compared to investment purchases of $221.3 million, which included our
$50.0 million follow-on investment in Carlyle FRL and our $40.0 million investment in Carlyle Capital Income Fund, an NYSE
listed closed-end fund that primarily invests in equity and junior debt tranches of CLOs.
The net cash provided by operating activities for the nine months ended September 30, 2024 and 2023 also reflects the
investment activity of our Consolidated Funds. For the nine months ended September 30, 2024, purchases of investments by the
Consolidated Funds were $5.0 billion, while proceeds from the sales and settlements of investments by the Consolidated Funds
were $3.7 billion. For the nine months ended September 30, 2023, purchases of investments by the Consolidated Funds were
$2.3 billion, while proceeds from the sales and settlements of investments by the Consolidated Funds were $1.7 billion.
Net cash used in investing activities. Our investing activities generally reflect cash used for fixed assets, software for
internal use, and corporate treasury investments. For the nine months ended September 30, 2024, cash used in investing
activities principally reflects purchases of fixed assets of $51.0 million. For the nine months ended September 30, 2023, cash
used in investing activities principally reflects purchases of corporate treasury investments of $187.3 million and purchases of
fixed assets of $49.6 million, partially offset by proceeds from corporate treasury investments of $152.4 million.
Net cash provided by financing activities. Net cash provided by (used in) financing activities during the nine months
ended September 30, 2024 and 2023, excluding the activities of our Consolidated Funds, was $(888.6) million and $(718.6)
million, respectively. During the nine months ended September 30, 2024, we borrowed and subsequently repaid an aggregate of
$10.4 million under the Global Credit Revolving Credit Facility. We also paid $68.8 million in each of January 2024 and
January 2023, representing the final and fourth annual installments, respectively, of the deferred consideration payable to
former Carlyle Holdings unitholders in connection with the Conversion.
Dividends paid to our common stockholders were $377.8 million and $371.4 million for the nine months ended
September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024 and 2023, we paid $478.8 million
and $203.7 million, respectively, to repurchase and retire 10.9 million and 6.5 million shares, respectively, which included
shares retired in connection with the net share settlement of equity-based awards during the nine months ended September 30,
2024.
The net borrowings (payments) on loans payable by our Consolidated Funds during the nine months ended September 30,
2024 and 2023 were $1,220.5 million and $777.2 million, respectively. Contributions from non-controlling interest holders
were $219.2 million and $99.0 million for the nine months ended September 30, 2024 and 2023, respectively, which relate
primarily to contributions from the non-controlling interest holders in Consolidated Funds. For the nine months ended
September 30, 2024 and 2023, distributions to non-controlling interest holders were $73.0 million and $99.7 million,
respectively, which relate primarily to distributions to the non-controlling interest holders in Consolidated Funds.
Our Balance Sheet
Total assets were $22.7 billion at September 30, 2024, an increase of $1.5 billion compared to December 31, 2023,
primarily attributable to an increase in Investments, including performance allocations of $1.1 billion, an increase in
Investments in Consolidated Funds of $0.2 billion, and an increase in Cash and cash equivalents held at Consolidated Funds of
$0.1 billion. The increase in Investments, including performance allocations was primarily due to an increase in Accrued
performance allocations related to CP VII.
Total liabilities were $16.3 billion at September 30, 2024, an increase of $0.9 billion from December 31, 2023. The
increase in liabilities was primarily attributable to an increase in Accrued compensation and benefits of $0.5 billion, an increase
in Deferred revenue of $0.2 billion, an increase of $0.1 billion in Other liabilities of Consolidated Funds, and an increase in
Deferred tax liabilities of $0.1 billion. The increase in Accrued compensation and benefits was primarily due to accruals of
125
performance allocations, partially offset by payments of year-end bonuses. The increase in Deferred revenue was driven by the
receipt of management fees not yet recognized. The increase in Deferred tax liabilities was driven by an increase in accrued
performance allocations, partially offset by the tax impact of an increase in equity-based compensation expense.
The assets and liabilities of the Consolidated Funds are generally held within separate legal entities and, as a result, the
assets of the Consolidated Funds are not available to meet our liquidity requirements and similarly the liabilities of the
Consolidated Funds are non-recourse to us. In addition, as previously discussed, the CLO term loans generally are secured by
the Company’s investment in the CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and do
not have recourse to any other Carlyle entity.
Our balance sheet without the effect of the Consolidated Funds can be seen in Note 17, Supplemental Financial
Information, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. At
September 30, 2024, our total assets without the effect of the Consolidated Funds were $15.1 billion, including cash and cash
equivalents of $1.4 billion and net accrued performance revenues of $2.8 billion.
Unconsolidated Entities
Certain of our funds have entered into lines of credit secured by their investors’ unpaid capital commitments or by a
pledge of the equity of the underlying investment. These lines of credit are used primarily to reduce the overall number of
capital calls to investors or for working capital needs. In certain instances, however, they may be used for other investment
related activities, including serving as bridge financing for investments. The degree of leverage employed varies among our
funds.
Off-balance Sheet Arrangements
In the normal course of business, we enter into various off-balance sheet arrangements including sponsoring and owning
limited or general partner interests in consolidated and non-consolidated funds, entering into derivative transactions, and
entering into guarantee arrangements. We also have ongoing capital commitment arrangements with certain of our consolidated
and non-consolidated funds. We do not have any other off-balance sheet arrangements that would require us to fund losses or
guarantee target returns to investors in any of our other investment funds.
For further information regarding our off-balance sheet arrangements, see Note 2, Summary of Significant Accounting
Policies, and Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included in this
Quarterly Report on Form 10-Q.
126
Contractual Obligations
The following table sets forth information relating to our contractual obligations as of September 30, 2024 on a
consolidated basis and on a basis excluding the obligations of the Consolidated Funds:
Oct. 1, 2024 to
Dec. 31, 2024
2025-2026
2027-2028
Thereafter
Total
 
(Dollars in millions)
Debt obligations(1)
$9.0
$69.6
$44.3
$2,110.8
$2,233.7
Interest payable(2)
28.0
207.5
199.0
1,648.9
2,083.4
Other consideration(3)
0.3
37.0
33.7
—
71.0
Operating lease obligations(4)
17.2
138.5
136.4
299.1
591.2
Capital commitments to Carlyle funds(5)
4,390.0
—
—
—
4,390.0
Tax receivable agreement payments(6)
—
9.2
15.0
52.0
76.2
Loans payable of Consolidated Funds(7)
102.0
809.1
810.2
8,678.4
10,399.7
Unfunded commitments of the CLOs(8)
16.1
—
—
—
16.1
Consolidated contractual obligations
4,562.6
1,270.9
1,238.6
12,789.2
19,861.3
Loans payable of Consolidated Funds(7)
(102.0)
(809.1)
(810.2)
(8,678.4)
(10,399.7)
Capital commitments to Carlyle funds(5)
(3,656.4)
—
—
—
(3,656.4)
Unfunded commitments of the CLOs(8)
(16.1)
—
—
—
(16.1)
Carlyle Operating Entities contractual obligations
$788.1
$461.8
$428.4
$4,110.8
$5,789.1
(1)The table above assumes that no prepayments are made on the senior and subordinated notes and that the outstanding balances, if any, on the senior
credit facility and Global Credit Revolving Credit Facility are repaid on the maturity dates of credit facilities. The CLO term loans are included in the
table above based on the earlier of the stated maturity date or the date the CLO is expected to be dissolved. See Note 6, Borrowings, to the condensed
consolidated financial statements for the various maturity dates of our borrowings.
(2)The interest rates on the debt obligations as of September 30, 2024 consist of: 3.500% on $425.0 million of senior notes, 5.650% on $350.0 million of
senior notes, 5.625% on $600.0 million of senior notes, 4.625% on $500.0 million of subordinated notes, and a range of approximately 5.21% to
11.83% for our CLO term loans. Interest payments assume that no prepayments are made and loans are held until maturity with the exception of the
CLO term loans, which are based on the earlier of the stated maturity date or the date the CLO is expected to be dissolved.
(3)These obligations represent our estimate of amounts to be paid on the contingent cash obligations associated with our acquisitions of Carlyle Aviation
Partners and Abingworth. The payment obligations are unsecured obligations of the Company or a subsidiary thereof, subordinated in right of payment
to indebtedness of the Company and its subsidiaries, and do not bear interest.
(4)We lease office space in various countries around the world, including our largest offices in Washington, D.C., New York City, London, Amsterdam
and Hong Kong, which have non-cancelable lease agreements expiring in various years through 2036. The amounts in this table represent the minimum
lease payments required over the term of the lease.
(5)These obligations generally represent commitments by us to fund a portion of the purchase price paid for each investment made by our funds. These
amounts are generally due on demand and are therefore presented in the less than one year category. A substantial majority of these investments is
expected to be funded by senior Carlyle professionals and other professionals through our internal co-investment program. Of the $4.3 billion of
unfunded commitments to the funds, approximately $3.6 billion is subscribed individually by senior Carlyle professionals, advisors and other
professionals, with the balance funded directly by the Company. Additionally, these obligations include accrued giveback that has been realized but not
yet paid to the respective funds, a portion of which is payable by current and former senior Carlyle professionals.
(6)In connection with our initial public offering, we entered into a tax receivable agreement with the limited partners of the Carlyle Holdings partnerships
whereby we agreed to pay such limited partners 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income tax realized as a
result of increases in tax basis resulting from exchanges of Carlyle Holdings partnership units for common units of The Carlyle Group L.P. From and
after the consummation of the Conversion, former holders of Carlyle Holdings partnership units do not have any rights to payments under the tax
receivable agreement except for payment obligations pre-existing at the time of the Conversion with respect to exchanges that occurred prior to the
Conversion. These obligations are more than offset by the future cash tax savings that we are expected to realize.
(7)These obligations represent amounts due to holders of debt securities issued by the consolidated CLO vehicles. These obligations include interest to be
paid on debt securities issued by the consolidated CLO vehicles. Interest payments assume that no prepayments are made and loans are held until
maturity. For debt securities with rights only to the residual value of the CLO and no stated interest, no interest payments were included in this
calculation. Interest payments on variable-rate debt securities are based on interest rates in effect as of September 30, 2024, at spreads to market rates
pursuant to the debt agreements, and range from 1.15% to 12.83%.
(8)These obligations represent commitments of the CLOs to fund certain investments. These amounts are generally due on demand and are therefore
presented in the less than one year category.
Excluded from the table above are liabilities for uncertain tax positions of $43.0 million at September 30, 2024 as we are
unable to estimate when such amounts may be paid.
127
Contingent Cash Payments For Business Acquisitions and Strategic Investments
We have certain contingent cash obligations associated with our acquisition of Abingworth, which are accounted for as
compensation expense, and are accrued over the service period. If earned, payments are made in the quarter following the
performance year to which the payments relate. The contingent cash obligations relate to future incentive payments of up to
$130.0 million that are payable upon the achievement of certain performance targets during 2025 through 2028, which is the
maximum amount that could be paid as of September 30, 2024. Through September 30, 2024, we paid $2.5 million, and as of
September 30, 2024, we recognized $2.0 million on the balance sheet related to these contingent cash obligations.
In connection with our acquisition of Carlyle Aviation Partners, we had contingent cash payments related to an earn-out
of up to $150.0 million that were payable upon the achievement of certain revenue and earnings performance targets during
2020 through 2025. Through December 31, 2022, we paid $53.6 million related to this earn-out. During the first quarter of
2023, we entered into a termination and settlement agreement with respect to the earn-out, pursuant to which we paid
$68.6 million, and agreed to pay an aggregate $2.4 million in installments in 2024 and 2025. Pursuant to the termination and
settlement agreement, we paid the first installment of $1.5 million during the first quarter of 2024.
Risk Retention Rules
We will continue to comply with the risk retention rules governing CLOs issued in Europe for which we are a sponsor,
which require a combination of capital from our balance sheet, commitments from senior Carlyle professionals and/or third
party financing.
Guarantees
See Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included in this
Quarterly Report on Form 10-Q for information related to all of our material guarantees.
Indemnifications
In many of our service contracts, we agree to indemnify the third-party service provider under certain circumstances. The
terms of the indemnities vary from contract to contract, and the amount of indemnification liability, if any, cannot be
determined and has not been included in the table above or recorded in our condensed consolidated financial statements as of
September 30, 2024. See Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included
in this Quarterly Report on Form 10-Q for information related to indemnifications.
Contingent Obligations (Giveback)
Carried interest is ultimately realized when: (1) an underlying investment is profitably disposed of, (2) certain costs borne
by the limited partner investors have been reimbursed, (3) the fund’s cumulative returns are in excess of the preferred return
and (4) we have decided to collect carry rather than return additional capital to limited partner investors. Realized carried
interest may be required to be returned by us in future periods if the fund’s investment values decline below certain levels.
When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously recognized
performance allocations are reversed. See Note 8, Commitments and Contingencies, to the condensed consolidated financial
statements included in this Quarterly Report on Form 10-Q for additional information related to our contingent obligations
(giveback).
Other Contingencies
In the ordinary course of business, we are a party to litigation, investigations, inquiries, employment-related matters,
disputes and other potential claims. We discuss certain of these matters in Note 8, Commitments and Contingencies, to the
condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
128
Carlyle Common Stock
A rollforward of our common stock outstanding for the nine months ended September 30, 2024 is as follows:
Nine Months Ended
September 30,
2024
Balance, beginning of period
361,326,172
Shares issued
4,384,237
Shares repurchased/retired
(8,029,148)
Balance, end of period
357,681,261
Shares of The Carlyle Group Inc. common stock issued during the period from December 31, 2023 through
September 30, 2024 relate to the vesting of the Company’s restricted stock units and shares issued and delivered in connection
with our equity method investment in NGP. Shares of The Carlyle Group Inc. common stock issued and repurchased/retired
during the period from December 31, 2023 through September 30, 2024 do not include shares retired as part of the net share
settlement of equity-based awards.
The total shares as of September 30, 2024 as shown above exclude approximately 0.2 million net common shares in
connection with the vesting of restricted stock units subsequent to September 30, 2024 that will participate in the common
shareholder dividend that will be paid on November 25, 2024.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements in conformity with U.S. GAAP requires our management to
make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related
disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information
currently available to us and on various other assumptions management believes to be reasonable under the circumstances.
Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations.
Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition.
There have been no material changes in the critical accounting estimates since those discussed in our Annual Report on Form
10-K for the year ended December 31, 2023.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Our primary exposure to market risk is related to our role as general partner or investment advisor to our investment
funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees,
incentive fees and investment income, including performance allocations. Although our investment funds share many common
themes, each of our asset management asset classes runs its own investment and risk management processes, subject to our
overall risk tolerance and philosophy. The investment process of our investment funds involves a comprehensive due diligence
approach, including review of reputation of shareholders and management, company size and sensitivity of cash flow
generation, business sector and competitive risks, portfolio fit, exit risks and other key factors highlighted by the deal team. Key
investment decisions are generally subject to approval by both the fund-level managing directors, as well as the investment
committee, which is generally comprised of one or more of the three founding partners, one or more operating executives and/
or senior investment professionals associated with that particular fund. Once an investment in a portfolio company has been
made, our fund teams closely monitor the performance of the portfolio company, generally through frequent contact with
management and the receipt of financial and management reports.
There was no material change in our market risks during the nine months ended September 30, 2024. For additional
information, refer to our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be
disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods
129
specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding
required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any
disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any
controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of
achieving the desired control objectives.
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated
the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by
this report. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial
officer concluded that, as of the end of the period covered by this report, the design and operation of our disclosure controls and
procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)
under the Exchange Act) during the fiscal quarter ended September 30, 2024 that have materially affected, or that are
reasonably likely to materially affect, our internal control over financial reporting.
130
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings
The information required with respect to this item can be found under “Legal Matters” in Note 8, Commitments and
Contingencies, of the notes to the Company’s condensed consolidated financial statements contained in this Quarterly Report
on Form 10-Q, and such information is incorporated by reference into this Item 1.
Item 1A.  Risk Factors
For a discussion of our potential risks and uncertainties, see the information under Item 1A. “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2023.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table sets forth repurchases of our common stock during the three months ended September 30, 2024 for
the periods indicated. During the three months ended September 30, 2024, 1.7 million shares were repurchased. In addition, 1.7
million shares were retired in connection with the net share settlement of equity-based awards, which are not included in the
table below.
Period
(a) Total number of
shares
purchased
(b) Average
price paid per
share
(c) Total number of
shares purchased as
part of publicly
announced plans or
programs
(d) Maximum number (or
approximate dollar value)
of shares that may yet be
purchased under the plans
or programs (3)
(Dollars in millions, except share and per share data)
July 1, 2024 to July 31, 2024 (1)
—
$—
—
$1,119.4
August 1, 2024 to August 31, 2024 (1)(2)
873,484
$40.09
873,484
$1,084.4
September 1, 2024 to September 30, 2024
(1)(2)
796,761
$37.65
796,761
$1,054.4
Total
1,670,245
1,670,245
(1)The Board of Directors reset the total repurchase authorization of our previously approved share repurchase program to $1.4 billion
in shares of our common stock, effective as of February 6, 2024, which authorization replaced the Company’s prior $500 million
authorization. Under the share repurchase program, shares of our common stock may be repurchased from time to time in open
market transactions, in privately negotiated transactions, or otherwise, including through Rule 10b5-1 plans. The timing and actual
number of shares of common stock repurchased will depend on a variety of factors, including legal requirements and price,
economic, and market conditions. In addition to the repurchase of common stock, the repurchase program is used for the payment of
tax withholding amounts upon net share settlement of equity-based awards granted pursuant to our Equity Incentive Plan or
otherwise based on the value of shares withheld that would have otherwise been issued to the award holder. The repurchase
program may be suspended or discontinued at any time and does not have a specified expiration date.
(2)Reflects shares purchased in open market and brokered transactions, which were subsequently retired.
(3)The remaining repurchase authorization was $928.0 million as of September 30, 2024 when factoring in the net share settlement of
equity-based awards.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
131
Item 6. Exhibits
The following is a list of all exhibits filed or furnished as part of this report: 
Exhibit No.
Description
3.1
3.2
10.1*
22*
31.1*
31.2*
32.1**
32.2**
101.INS
Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
The cover page from The Carlyle Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2024, formatted in Inline XBRL (included within the Exhibit 101 attachments).
*
Filed herewith.
**
Furnished herewith.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or
other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely
on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents
were made solely within the specific context of the relevant agreement or document and may not describe the actual state of
affairs as of the date they were made or at any other time.
132
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
 
The Carlyle Group Inc.
Date: November 7, 2024
 
By:
 
/s/ John C. Redett
 
Name:
 
John C. Redett
 
Title:
 
Chief Financial Officer
 
 
(Principal Financial Officer and
Authorized Officer)
CG 2024.09.30 EXHIBIT 10.1
Exhibit 10.1
$500,000,000
REVOLVING CREDIT AGREEMENT
Dated as of December 17, 2018
as amended by
Amendment No. 1 on December 16, 2019,
Amendment No. 2 on December 15, 2020,
Amendment No. 3 on September 1, 2021,
Amendment No. 4 on January 25, 2022,
Amendment No. 5 on August 23, 2023 and
Amendment No. 6 on August 21, 2024
Among
TCG CAPITAL MARKETS L.L.C.
TCG SENIOR FUNDING L.L.C.
as Borrowers,
THE LENDERS PARTY HERETO
and
MIZUHO BANK, LTD.,
as Administrative Agent
MIZUHO BANK, LTD.,
as Sole Lead Arranger and Sole Bookrunner
-i-
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION 1.01Defined Terms ........................................................................................................................
5
SECTION 1.02Terms Generally .....................................................................................................................
25
SECTION 1.03Accounting Terms; GAAP; Calculation of Debt to Equity Ratio ..........................................
25
SECTION 1.04Divisions .................................................................................................................................
26
ARTICLE II
THE COMMITMENTS
SECTION 2.01The Loans ...............................................................................................................................
26
SECTION 2.02Letter of Credit Facility ..........................................................................................................
28
SECTION 2.03Fees .........................................................................................................................................
31
SECTION 2.04Changes of Commitments ......................................................................................................
32
SECTION 2.05Concerning Several and Not Joint Liability of the Borrowers ...............................................
33
SECTION 2.06Reserved .................................................................................................................................
33
SECTION 2.07Benchmark Replacement Rate Setting ...................................................................................
33
ARTICLE III
PAYMENTS
SECTION 3.01Repayment ..............................................................................................................................
39
SECTION 3.02Interest ....................................................................................................................................
39
SECTION 3.03[Reserved] ...............................................................................................................................
40
SECTION 3.04Interest Rate Determinations ..................................................................................................
40
SECTION 3.05Voluntary Conversion or Continuation of Loans ...................................................................
40
SECTION 3.06Prepayments of Loans ............................................................................................................
41
SECTION 3.07Payments; Computations; Etc. ................................................................................................
41
SECTION 3.08Sharing of Payments, Etc. .......................................................................................................
43
SECTION 3.09Increased Costs .......................................................................................................................
44
SECTION 3.10Illegality ..................................................................................................................................
45
SECTION 3.11Taxes .......................................................................................................................................
45
SECTION 3.12Break Funding Payments ........................................................................................................
47
SECTION 3.13Mitigation Obligations; Replacement of Lenders ...................................................................
47
SECTION 3.14Defaulting Lenders .................................................................................................................
48
ARTICLE IV
CONDITIONS PRECEDENT
SECTION 4.01Closing Conditions .................................................................................................................
50
SECTION 4.02Conditions Precedent to Each Borrowing and Issuance .........................................................
52
ARTICLE V
REPRESENTATIONS AND WARRANTIES
-ii-
Page
SECTION 5.01Representations and Warranties .............................................................................................
52
ARTICLE VI
COVENANTS
SECTION 6.01Affirmative Covenants ...........................................................................................................
55
SECTION 6.02Negative Covenants ................................................................................................................
59
SECTION 6.03Financial Covenant .................................................................................................................
64
ARTICLE VII
EVENTS OF DEFAULT
SECTION 7.01Events of Default ....................................................................................................................
64
SECTION 7.02Investors’ Right to Cure .........................................................................................................
66
ARTICLE VIII
THE ADMINISTRATIVE AGENT
SECTION 8.01Appointment and Authority ....................................................................................................
67
SECTION 8.02Rights as a Lender ..................................................................................................................
67
SECTION 8.03Exculpatory Provisions ...........................................................................................................
68
SECTION 8.04Reliance by Administrative Agent .........................................................................................
68
SECTION 8.05Delegation of Duties ...............................................................................................................
69
SECTION 8.06Resignation of Administrative Agent .....................................................................................
69
SECTION 8.07Non-Reliance on Administrative Agent and Other Lenders ...................................................
69
SECTION 8.08Administrative Agent Indemnification ...................................................................................
69
SECTION 8.09No Other Duties; Etc. .............................................................................................................
70
ARTICLE IX
MISCELLANEOUS
SECTION 9.01Amendments, Etc. ...................................................................................................................
70
SECTION 9.02Notices, the Borrowers as Administrative Borrowers, Etc. ....................................................
71
SECTION 9.03No Waiver; Remedies; Setoff .................................................................................................
73
SECTION 9.04Expenses; Indemnity; Damage Waiver ..................................................................................
73
SECTION 9.05Binding Effect, Successors and Assigns .................................................................................
75
SECTION 9.06Assignments and Participations ..............................................................................................
75
SECTION 9.07GOVERNING LAW; JURISDICTION; ETC. ..................................................................
78
SECTION 9.08Severability .............................................................................................................................
78
SECTION 9.09Counterparts; Effectiveness; Execution ..................................................................................
78
SECTION 9.10Survival ...................................................................................................................................
79
SECTION 9.11Waiver of Jury Trial ...............................................................................................................
79
SECTION 9.12Confidentiality ........................................................................................................................
79
SECTION 9.13No Fiduciary Relationship ......................................................................................................
79
SECTION 9.14Headings .................................................................................................................................
80
SECTION 9.15USA PATRIOT Act ................................................................................................................
80
SECTION 9.16Judgment Currency .................................................................................................................
80
SECTION 9.17European Monetary Union .....................................................................................................
81
SECTION 9.18Acknowledgement Regarding Any Supported QFCs .............................................................
82
-iii-
Page
ANNEXES
Annex AConcentration Percentages
SCHEDULES
Schedule I Lenders and Commitments
EXHIBITS
Exhibit A Form of Note
Exhibit BForm of Guarantee and Security Agreement
Exhibit CForm of Notice of Borrowing
Exhibit DForm of Assignment and Assumption
Exhibit E-1Form of Tax Statement for Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income
Tax Purposes
Exhibit E-2Form of Tax Statement for Non-U.S. Participants That Are Not Partnerships For U.S. Federal
Income Tax Purposes
Exhibit E-3Form of Tax Statement for Non-U.S. Participants That Are Partnerships For U.S. Federal Income
Tax Purposes
Exhibit E-4Form of Tax Statement for Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax
Purposes
Exhibit FForm of Trial Balances
REVOLVING CREDIT AGREEMENT dated as of December 17, 2018 (as amended or otherwise
modified from time to time, this “Agreement”) among TCG Capital Markets L.L.C., a Delaware limited liability
company (as a “Borrower”, and “TCG”), TCG Senior Funding L.L.C., a Delaware limited liability company (as a
“Borrower” and “TCG SF”, and together with TCG, the “Borrowers”), each of the Lenders (as defined below), and
MIZUHO BANK, LTD, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
WHEREAS, the Borrowers have requested the Lenders to extend credit in the form of Loans at any time
and from time to time prior to the 2027 Termination Date in an aggregate principal amount at any time outstanding
not in excess of the Aggregate Facility Amount.
WHEREAS, the Borrowers have requested the Issuing Lenders to issue letters of credit in an aggregate face
amount at any time outstanding not in excess of $100,000,000.
NOW, THEREFORE, the Lenders are willing to extend to the Borrowers, and the Issuing Lenders are
willing to issue letters of credit for the account of Borrowers, in each case, on the terms and subject to the conditions
set forth herein.  Accordingly, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01Defined Terms.  As used in this Agreement, the following terms shall have the following
respective meanings:
“2025 Availability Period” means the period from and including the Business Day following the
Amendment No. 6 Effective Date to but excluding the earlier of the 2025 Termination Date and the date of
termination of the 2025 Tranche Commitments in accordance with the terms hereof.
“2025 Termination Date” means August 20, 2025, provided that if such date is not a Business Day, the
2025 Termination Date shall be the immediately preceding Business Day.
“2025 Tranche Commitment” means, with respect to each 2025 Tranche Lender, the commitment of such
2025 Tranche Lender to make 2025 Tranche Revolving Loans to the Borrowers under Section 2.01(a)(i) and
purchase participations in L/C Exposure in an aggregate amount at any one time outstanding up to the amount set
forth opposite such 2025 Tranche Lender’s name on Schedule I or, if such 2025 Tranche Lender has entered into an
Assignment and Assumption, set forth for such 2025 Tranche Lender in the Register, as such amount may be
reduced pursuant to Section 2.04(b). The aggregate principal amount of the 2025 Tranche Commitments on the
Amendment No. 6 Effective Date is $200,000,000.
“2025 Tranche Lender” means a Lender with a 2025 Tranche Commitment or holding 2025 Tranche
Revolving Loans.
“2025 Tranche Revolving Borrowing” means a Borrowing comprised of 2025 Tranche Revolving Loans.
“2025 Tranche Revolving Credit Exposure” means, with respect to any 2025 Tranche Lender at any time,
and without duplication, the sum of the outstanding principal amount of such 2025 Tranche Lender’s 2025 Tranche
Revolving Loans and such 2025 Tranche Lender’s Total Commitment Percentage of the aggregate L/C Exposure.
“2025 Tranche Revolving Loan” means a Loan made by a 2025 Tranche Lender pursuant to Section
2.01(a)(i).  Each 2025 Tranche Revolving Loan shall be (i) a SOFR Loan denominated in Dollars, (ii) a
Eurocurrency Loan denominated in one or more Alternate Currencies or (iii) an ABR Loan denominated in Dollars.
“2027 Availability Period” means the period from and including the Business Day following the Closing
Date to but excluding the earlier of the 2027 Termination Date and the date of termination of the 2027 Tranche
Commitments in accordance with the terms hereof.
“2027 Termination Date” means September 1, 2027, provided that if such date is not a Business Day, the
2027 Termination Date shall be the immediately preceding Business Day.
“2027 Tranche Commitment” means, with respect to each 2027 Tranche Lender, the commitment of such
2027 Tranche Lender to make 2027 Tranche Revolving Loans to the Borrowers under Section 2.01(a)(ii) and
purchase participations in L/C Exposure in an aggregate amount at any one time outstanding up to the amount set
forth opposite such 2027 Tranche Lender’s name on Schedule I or, if such 2027 Tranche Lender has entered into an
Assignment and Assumption, set forth for such 2027 Tranche Lender in the Register, as such amount may be
reduced pursuant to Section 2.04(b). The aggregate principal amount of the 2027 Tranche Commitments on the
Amendment No. 5 Effective Date is $300,000,000.
“2027 Tranche Lender” means a Lender with a 2027 Tranche Commitment or holding 2027 Tranche
Revolving Loans.
“2027 Tranche Revolving Borrowing” means a Borrowing comprised of 2027 Tranche Revolving Loans.
“2027 Tranche Revolving Credit Exposure” means, with respect to any 2027 Tranche Lender at any time,
and without duplication, the sum of the outstanding principal amount of such 2027 Tranche Lender’s 2027 Tranche
Revolving Loans and such 2027 Tranche Lender’s Total Commitment Percentage of the aggregate L/C Exposure.
“2027 Tranche Revolving Loan” means a Loan made by a 2027 Tranche Lender pursuant to Section
2.01(a)(ii).  Each 2027 Tranche Revolving Loan shall be (i) a SOFR Loan denominated in Dollars, (ii) a
Eurocurrency Loan denominated in one or more Alternate Currencies or (iii) an ABR Loan denominated in Dollars.
“ABR” means a fluctuating interest rate per annum which shall at any time be the higher of:
(a)the rate of interest established by the Administrative Agent as its Prime Rate in effect at
its principal office in New York, New York; and
(b)1/2 of 1.00% per annum above the Federal Funds Rate; and
(c)Adjusted Term SOFR in effect on such day for a one-month Interest Period plus 1.00%.
Any change in the ABR due to a change in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR
shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or
Adjusted Term SOFR, respectively.
The prime rate (the “Prime Rate”) is a rate established by MHCB based upon various factors including
MHCB’s costs and desired return, general economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such rate
established by MHCB shall take effect at the opening of business on the day specified by MHCB of such change. In
no event shall the ABR for any ABR Loan be less than 0%.
“ABR Loan” means, at any time, a Loan which bears interest at rates based upon the ABR.
“Adjusted Term SOFR” means, for purposes of any calculation and subject to the provisions of Section
2.07(a), the rate per annum equal to (a) Term SOFR for such calculation plus (b)  the Term SOFR Adjustment;
provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR
shall be deemed to be the Floor.
“Administrative Agent” has the meaning specified in the introduction hereto.
“Administrative Agent’s Account” means, with respect to any Currency, the account of the Administrative
Agent for such Currency most recently designated by it as such by notice to the Borrowers and the Lenders.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the
Administrative Agent.
“Affiliate” means, with respect to a specified Person, another Person that directly or indirectly Controls or
is Controlled by or is under common Control with such specified Person.
“Aggregate Facility Amount” means, at any time, the aggregate amount of the Commitments then in effect. 
The initial Aggregate Facility Amount was $250,000,000.  As of the Amendment No. 6 Effective Date, the
Aggregate Facility Amount is $500,000,000.
“Alternate Currency” means the Euro, British Pounds Sterling and any other currency approved by the
Administrative Agent, each Issuing Lender and each Lender that is freely convertible into Dollars and available to
be borrowed in the interbank market in London.
“Alternate Currency Equivalent” means, on any date, with respect to any amount denominated in a given
currency, the amount of Alternate Currency that would be required to purchase such amount of such given currency
at or about 11:00 a.m., Local Time, on such date, for delivery two Business Days later, as  determined by the
Administrative Agent on the basis of the spot selling rate for the offering of such given currency for Alternate
Currency in the Principal Financial Center for the applicable given currency, all  determinations thereof by the
Administrative Agent to be conclusive and binding on the parties in the absence of manifest error.
“Amendment No. 3 Effective Date” means September 1, 2021.
“Amendment No. 4 Effective Date” means January 25, 2022.
“Amendment No. 5 Effective Date” means August 23, 2023.
“Amendment No. 6 Effective Date” means August 21, 2024.
“Applicable Commitment Percentage” means (a) with respect to any 2025 Tranche Lender, at any time, the
percentage of the aggregate 2025 Tranche Commitments  represented by such Lender’s 2025 Tranche
Commitments; provided that if the 2025 Tranche Commitments have terminated or expired, the Applicable
Commitment Percentage of such 2025 Tranche Lender shall equal the percentage of aggregate outstanding 2025
Tranche Revolving Loans and L/C Exposure held by such Lender and if there is no outstanding 2025 Tranche
Revolving Loans and L/C Exposure, the Applicable Commitment Percentage shall be determined based upon the
2027 Tranche Commitments most recently in effect, giving effect to any assignments and (b) with respect to any
2027 Tranche Lender, at any time, the percentage of the aggregate 2027 Tranche Commitments  represented by such
Lender’s 2027 Tranche Commitments; provided that if the 2027 Tranche Commitments have terminated or expired,
the Applicable Commitment Percentage of such 2027 Tranche Lender shall equal the percentage of aggregate
outstanding 2027 Tranche Revolving Loans and L/C Exposure held by such Lender and if there is no outstanding
2027 Tranche Revolving Loans and L/C Exposure, the Applicable Commitment Percentage shall be determined
based upon the 2027 Tranche Commitments most recently in effect, giving effect to any assignments.
“Applicable Lending Office” means, with respect to any Lender, such Lender’s Domestic Lending Office
in the case of an ABR Loan or a SOFR Loan and such Lender’s Eurocurrency Lending Office in the case of a
Eurocurrency Loan.
“Applicable Margin” means:
(a) with respect to Category I Borrowings; (i) 2.00% with respect to SOFR Loans, (ii) 2.00% with
respect to Eurocurrency Loans and (iii) 1.00% with respect to ABR Loans,
(b) with respect to Category II Borrowings; (i) 2.00% with respect to SOFR Loans, (ii) 2.00% with
respect to Eurocurrency Loans and (iii) 1.00% with respect to ABR Loans,; provided that the Applicable
Margin with respect to any Category II Borrowing outstanding for more than six months from the earlier of
the date of such Borrowing and the date of the Category V Borrowing that was converted to such
Borrowing shall be increased by (x) 0.50% per annum on the date that is six months after the earlier of the
date of such Borrowing and the date of the Category V Borrowing that was converted to such Borrowing
and (y) an additional 0.75% per annum on each six month anniversary thereafter,
(c) with respect to Category III Borrowings and Category IV Borrowings; (i) 2.00% with respect
to SOFR Loans, (ii) 2.00% with respect to Eurocurrency Loans and (iii) 1.00% with respect to ABR
Loans,; provided that the Applicable Margin with respect to any Category III Borrowing or Category IV
Borrowing outstanding for more than six months the earlier of the date of such Borrowing and the date of
the Category V Borrowing that was converted to such Borrowing shall be increased by (x) 0.50% per
annum on the date that is six months after the earlier of the date of such Borrowing and the date of the
Category V Borrowing that was converted to such Borrowing and (y) an additional 1.00% per annum on
each six month anniversary thereafter, and
(d) with respect to Category V Borrowings; (i) 1.50% with respect to SOFR Loans, (ii) 1.50%
with respect to Eurocurrency Loans and (iii) 0.50% with respect to ABR Loans; provided that any Category
V Borrowing outstanding for more than 45 days shall automatically be converted to the Borrowing
Category that otherwise would have applied based upon the type of transaction being financed pursuant to
the definition of “Category V Borrowing” and, after such date, the Applicable Margin with respect to such
Borrowing Category shall apply to such Borrowing.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an
Eligible Assignee (with the consent of any party whose consent is required by Section 9.06(b)) and accepted by the
Administrative Agent, substantially in the form of Exhibit D or any other form approved by the Administrative
Agent.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by
the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Borrowers” and “Borrower” have the respective meanings specified in the heading hereof.
“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type made by the Lenders
to the Borrowers pursuant to Section 2.01.
“Borrowing Category” means a Category I Borrowing, a Category II Borrowing, a Category III Borrowing,
a Category IV Borrowing, or a Category V Borrowing.
“Broker-Dealer Subsidiary” means any direct or indirect registered broker-dealer Subsidiary of any
Borrower.  For the avoidance of doubt, TCG is not a Broker-Dealer Subsidiary.
“Business Day” means (a) a day on which commercial banks are not authorized by law or required to close
in New York City, (b) if such day relates to a SOFR Loan, a day that is a U.S. Government Securities Business Day,
(c) if such day relates to a Borrowing of, or a payment or prepayment of principal of or interest on or an Interest
Period for a Eurocurrency Loan denominated in an Alternate Currency (other than Euros), or a notice with respect
thereto, that is also a day on which commercial banks and foreign exchange markets settle payments in the Principal
Financial Center for such Currency, and (d) if such day relates to a Borrowing of, or a payment or prepayment of
principal of or interest on or an Interest Period for, a Eurocurrency Loan denominated in Euros, or a notice with
respect thereto, that is also a Target Operating Day (as defined in Section 9.17).
“Capital Lease Obligations” of a Person means the obligations of such Person to pay rent or other amounts
under any lease of (or other arrangement conveying the right to use) Property which obligations are required to be
classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided that the
adoption or issuance of any accounting standards after the Closing Date will not cause any obligations under any
lease that were not or would not have been Capital Lease Obligations prior to such adoption or issuance to be
deemed Capital Lease Obligations.
“Cash Equivalents” means:
(a)securities issued or unconditionally guaranteed by the United States government or any
agency or instrumentality thereof, in each case having maturities of not more than 12 months from the date
of acquisition thereof;
(b)securities issued by any state of the United States or any political subdivision of any such
state or any public instrumentality thereof or any political subdivision of any such state or any public
instrumentality thereof having maturities of not more than 12 months from the date of acquisition thereof
and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or
Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from another
nationally recognized rating service);
(c)commercial paper issued by any Lender or any bank holding company owning any
Lender;
(d)commercial paper maturing no more than 12 months after the date of creation thereof
and, at the time of acquisition, having a rating of at least A-1 or P-1 from either S&P or Moody’s (or, if at
any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another
nationally recognized rating service);
(e)certificates of deposit or bankers’ acceptances, having a rating of at least A-1 or P-1 from
either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an
equivalent rating from another nationally recognized rating service), maturing no more than one year after
the date of acquisition thereof issued by any Lender or any other bank having combined capital and surplus
of not less than $200,000,000 in the case of domestic banks and $100,000,000 (or the Dollar Equivalent
thereof) in the case of foreign banks;
(f)repurchase agreements with a term of not more than 90 days for underlying securities of
the type described in clauses (a), (b) and (e) above entered into with any bank meeting the qualifications
specified in clause (e) above or securities dealers of recognized national standing;
(g)marketable short-term money market and similar funds having a rating of at least A-1 or
P-1 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such
obligations, an equivalent rating from another nationally recognized rating service);
(h)shares of investment companies that are registered under the Investment Company Act of
1940 and substantially all the investments of which are one or more of the types of securities described in
clauses (a) through (g) above; and
(i)in the case of any non-U.S. organized Subsidiary or investment made in a country outside 
the United States, other customarily utilized high-quality investment in the country where such non-U.S.
organized Subsidiary is located or in which such investment is made and of a type analogous to the
foregoing.
“Category I Borrowing” means a Borrowing made or a Letter of Credit issued for general corporate
purposes or to finance the working capital needs of any Borrower or any Subsidiary of any Borrower, including
financing the regulatory capital requirements of TCG and any Broker-Dealer Subsidiary.
“Category II Borrowing” means a Borrowing made or a Letter of Credit issued to finance obligations of
any Borrower or any Subsidiary of any Borrower relating to any Senior Debt Transaction.
“Category III Borrowing” means a Borrowing made or a Letter of Credit issued to finance obligations of
any Borrower or any Subsidiary of any Borrower relating to a Subordinated Debt Transaction.
“Category IV Borrowing” means a Borrowing made or a Letter of Credit issued to finance obligations of
any Borrower or any Subsidiary of any Borrower relating to an Equity Bridge Transaction.
“Category V Borrowing” means a Borrowing made to finance any Borrower’s, or any Subsidiary of any
Borrower’s, facilitation of a debt capital markets “fronting” arrangement pursuant to which such Borrower or such
Subsidiary is acting as the initial purchaser or lender of a debt instrument that has been reserved by such Borrower
or such Subsidiary for purchase by another Person from whom an order has been received and such arrangement
involves terms that are customary in the market for “fronting” transactions (and such Borrowing, for the avoidance
of doubt, shall not be deemed to be outstanding under any other Borrowing Category unless such Borrowing remains
outstanding for 45 days after the date on which such Borrowing was initially made, at which time the outstanding
amount of such Borrowing shall be converted to, and deemed to be outstanding under, the Borrowing Category that
otherwise would have applied based upon the type of transaction being financed); provided that only the portion of a
Borrowing constituting such “fronting” arrangement may be deemed a Category V Borrowing, with the portion not
constituting such “fronting” arrangement being allocated to such other applicable Borrowing Category.  On or prior
to the making of a Borrowing any portion of which constitutes a Category V Borrowing, the applicable Borrower
shall deliver the certificate required pursuant to Section 4.02(e), which shall specify the “fronting” portion of such
Borrowing and the applicable Borrowing Category for any portion that is not a “fronting” portion.
“Change in Law” means the occurrence, after the date of this Agreement, of the adoption of any law, rule,
regulation or treaty, or of any change in applicable law, rule, regulation or treaty or in the administration,
interpretation or application thereof by any Governmental Authority having jurisdiction or the making or issuance of
any request, guideline or directive (whether or not having the force of law) by any Governmental Authority;
provided that notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,”
regardless of the date enacted, adopted or issued; provided, further, that any increased costs associated with a
Change in Law based on the foregoing clauses (a) and/or (b) may only be imposed to the extent the relevant Lender
or Issuing Lender, as applicable, imposes the same charges generally on other similarly situated borrowers under
comparable credit facilities.
“Change of Control” means, and shall be deemed to have occurred if, Sponsor or its Affiliates shall at any
time not own, directly or indirectly, beneficially and of record, (i) more than 66 2/3% of the voting power of the
outstanding Voting Shares of any Borrower and (ii) at least 66 2/3% of the outstanding Equity Interests of any
Borrower.
“Class”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loans, or the Loans
comprising such Borrowing, are 2025 Tranche Revolving Loans or 2027 Tranche Revolving Loans and (b) any
Lender, refers to whether such Lender is a 2025 Tranche Lender or a 2027 Tranche Lender.
“Closing Date” means December 17, 2018.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Collateral” shall mean, collectively, all of the “Collateral” as defined in the Guarantee and Security
Agreement and all other property of whatever kind and nature subject or purported to be subject from time to time to
a Lien under any Security Document.
“Commitments” means, as to each Lender, such Lender’s 2025 Tranche Commitment and 2027 Tranche
Commitment.
“Commitment Termination Date” means the 2025 Termination Date or the 2027 Termination Date, as
applicable.
“Competitor” has the meaning assigned to such term in the definition of “Disqualified Institutions.”
“Concentration Percentages” has the meaning specified in Annex A.
“Continuation,” “Continue” and “Continued” refer to a continuation of Eurocurrency Loans or SOFR
Loans from one Interest Period to the next Interest Period pursuant to Section 3.05(b).
“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ability to exercise voting power, by
contract or otherwise, and “Controlling” and “Controlled” have meanings correlative thereto.
“Convert,” “Conversion” and “Converted” refer to a conversion of Loans of one Type into Loans of the
other Type pursuant to Section 3.04 or Section 3.05.
“Covered Party” has the meaning specified in Section 9.18.
“Cure Right” has the meaning specified in Section 7.02(a).
“Currencies” means, collectively, Dollars and the Alternate Currencies.
“Debt to Equity Ratio” means, with respect to any Borrower, as of any date of determination, the ratio of
Total Debt of such Borrower to Total Equity of such Borrower.
“Default” means any event or condition that constitutes an Event of Default or that, with notice or lapse of
time or both, would become an Event of Default.
“Defaulting Lender” means, subject to Section 3.14(b), any Lender that (a) has failed to (i) fund all or any
portion of its Loans or participations in Letters of Credit within two Business Days of the date such Loans or
participations in Letters of Credit were required to be funded hereunder, or (ii) pay to the Administrative Agent, the
Issuing Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its
participation in Letters of Credit) within two Business Days of the date when due, (b) has notified TCG, the
Administrative Agent or the Issuing Lender in writing that it does not intend to comply with its funding obligations
hereunder, or has made a public statement to that effect, (c) has failed, within three Business Days after written
request by the Administrative Agent or TCG, to confirm in writing to the Administrative Agent and TCG that it will
comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and TCG),
or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any
bankruptcy, insolvency, reorganization or similar law, or (ii) had appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or
liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal
regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by
virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender
with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or
writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative
Agent (or the Majority Lenders to the extent that the Administrative Agent is the Defaulting Lender) that a Lender is
a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent
manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.14(b)) upon
delivery of written notice of such determination to the Administrative Agent, TCG, the Issuing Lender and each
Lender, as applicable.
“Designated Entity” means at any time, any corporation, partnership, limited liability company or other
entity formed or acquired after the Closing Date that is not a Borrower and of which at least a majority but less than
100% of the Voting Shares are at the time directly or indirectly owned or controlled by a Borrower or one or more
Subsidiaries of a Borrower, which has been designated in a written notice from TCG to the Administrative Agent as
a Designated Entity; provided that at the time of such designation (a) no Default or Event of Default would result
from such designation and (b) after giving pro forma effect to such designation the Debt to Equity Ratio of each
Borrower is less than or equal to 7.00 to 1.00.  TCG may, by written notice to the Administrative Agent, de-
designate any Designated Entity and thereafter such entity shall not longer constitute a Designated Entity, but only if
(a) no Default or Event of Default would result from such de-designation and (b) after giving pro forma effect to
such de-designation the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00.
“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any
security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening
of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests other than
Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of
the holder thereof (other than solely for Equity Interests other than Disqualified Equity Interests), in whole or in part,
(c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable
for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case of
clauses (a) through (d) above, prior to the date that is 91 days after the 2027 Termination Date.
“Disqualified Institutions” means (a) those banks, financial institutions and other Persons separately
identified by name in writing to the Administrative Agent on or before the Closing Date, or after the Closing Date,
with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), (b) any
other Person specifically identified by name in writing to the Administrative Agent from time to time to the extent
such person is or becomes a competitor of the Borrowers or the Borrowers’ subsidiaries (each such person, a
“Competitor”), (c) any Subsidiary or Affiliate of a Disqualified Institution that is reasonably identifiable on the basis
of such subsidiary’s or affiliate’s name as a Subsidiary or Affiliate of a Disqualified Institution and (d) any private
equity fund, hedge fund, non-bank entity or other alternative investment vehicle; provided that the foregoing shall
not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest
in the Loans to the extent such party was not a Disqualified Institution at the time of the applicable assignment or
participation, as the case may be; provided, for the avoidance of doubt, (1) that in no event may any Disqualified
Institution increase its hold level or be eligible to receive any additional assignments, and (2) any entity that is a
Disqualified Institution under the clauses above may not become an Eligible Assignee due to the fact that it is an
Affiliate of an existing Lender.
“Dollar Equivalent” means, on any date, with respect to any amount denominated in an Alternate Currency,
the amount of Dollars that would be required to purchase such amount of such Alternate Currency at or about 11:00
a.m., Local Time, on such date, for delivery two Business Days later, as determined by the Administrative Agent on
the basis of the spot selling rate for the offering of such Alternate Currency for Dollars in the Principal Financial
Center for the applicable Alternate Currency, all determinations thereof by the Administrative Agent to be
conclusive and binding on the parties in the absence of manifest error.
“Dollars” and “$” refers to lawful money of the United States.
“Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its
“Domestic Lending Office” in the Administrative Questionnaire of such Lender or in the Assignment and
Assumption pursuant to which it became a Lender, or such other office of such Lender as such Lender may from
time to time specify to the Borrowers and the Administrative Agent.
“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any
state thereof or the District of Columbia.
“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any
other Person (other than a Disqualified Institution or a natural person) approved by the Administrative Agent and the
Issuing Lender and, unless a Specified Event of Default has occurred and is continuing, by TCG (each such approval
not to be unreasonably withheld or delayed; provided that, (x) TCG shall have absolute consent rights with regard to
any proposed assignment to a Disqualified Institution notwithstanding anything in this Agreement to the contrary
and (y) investment objectives and/or history of any proposed lender or its affiliates shall be a reasonable basis for
TCG to withhold consent); provided that (1) no approval of TCG (other than with respect to Disqualified
Institutions) shall be required in connection with the primary syndication of the Commitments and Loans to persons
(or any Affiliate or Approved Fund thereof) which TCG has previously consented to in writing (including by email),
(2) to the extent the consent of TCG is required for any assignment, such consent shall be deemed to have been
given (except with respect to Disqualified Institutions) if TCG has not responded within ten (10) Business Days of a
written request for such consent and (3) notwithstanding anything to the contrary herein, “Eligible Assignee” shall
not include at any time any Disqualified Institutions (unless consented to in writing by TCG in its sole discretion),
any Defaulting Lender, or any natural person.
“Equity Bridge Transaction” means an equity underwriting or commitment of a Borrower or any Subsidiary
of a Borrower.
“Equity Contribution” means the contribution by the Sponsor, directly or indirectly, to the Borrowers,
collectively, on or prior to the Closing Date of an aggregate amount of cash of up to $5,000,000; provided that at
least $500,000 of such aggregate amount shall be contributed to each Borrower.
“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited
liability company (including any securities convertible or exchangeable for such stock or interests), beneficial
interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling
the holder thereof to purchase or acquire any such equity interest.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
“ERISA Affiliate” means any Person that, together with any of the Borrowers, is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Section 414 of the Code.
“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (other than those events for which the 30-day notice period is waived
pursuant to Department of Labor Reg. Section 4043 as in effect on the date hereof); (b) the failure of any Plan to
satisfy the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA) applicable
to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of
ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence
by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by any Borrower or any of its ERISA Affiliates from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to
administer any Plan; (f) the incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect
to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Borrower or
any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from any Borrower or any of its
ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA.
“EURIBOR Rate” means the greater of (i) the rate per annum equal to the Euro Interbank Offered Rate as
administered by the European Money Markets Institute (or any other Person that takes over the administration of
such rate) for a period equal in length to such Interest Period, as displayed on the applicable Reuters page (or on any
successor or substitute page or service providing such quotations as determined by the Administrative Agent from
time to time at approximately 11:00 a.m. (Brussels time) two London Banking Days prior to the commencement of
such Interest Period and (ii) 0%.
“Euro” has the meaning specified in Section 9.17.
“Eurocurrency Lending Office” means, with respect to any Lender, the office of such Lender specified as
its “Eurocurrency Lending Office” in the Administrative Questionnaire of such Lender or in the Assignment and
Assumption pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office),
or such other office of such Lender as such Lender may from time to time specify to the Borrowers and the
Administrative Agent.
“Eurocurrency Loan” means, at any time, a Loan which bears interest at rates based upon the Eurocurrency
Rate.
“Eurocurrency Rate” means, (a) for Loans denominated in British Pounds Sterling for any SONIA Interest
Day, Daily Simple SONIA for such SONIA Interest Day and (b) for Loans of any Interest Period denominated in
Euro, the EURIBOR Rate for such Interest Period.
“Events of Default” has the meaning specified in Section 7.01.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to an Administrative
Agent or a Lender (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and
branch profits Taxes, in each case, (i) imposed as a result of such recipient being organized under the laws of, or
having its principal office, or in the case of any Lender, its applicable lending office located in, the jurisdiction
imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) Taxes that are
attributable to such recipient’s failure to comply with the requirements of Section 3.11(f), (c) with respect to a
Lender, U.S. federal withholding taxes imposed on amounts payable to or for the account of such Lender with
respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which such
Lender becomes a party to this Agreement (other than pursuant to a request by the Borrowers under Section 3.13(b))
or changes its applicable lending office, except to the extent that such Lender’s assignor (if any) was entitled,
immediately prior to the assignment, or such Lender was entitled, immediately before it changed its lending office,
to receive additional amounts from either Borrower with respect to such Taxes pursuant to Section 3.11(b) and (d)
any Taxes imposed under FATCA.
“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or
successor version that is substantively comparable and not materially more onerous to comply with), any current or
future regulations promulgated thereunder or official interpretations thereof and any agreements entered into
pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and any 
intergovernmental agreement, treaty or convention among Governmental Authorities (or related laws, regulations or
official administrative guidance) implementing the foregoing.
“Federal Funds Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next
1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing selected by it.
“Finance Subsidiary” means TCG SF and any direct or indirect Subsidiary of any Borrower formed for the
purposes of providing financing in the Borrowers’ financing business.
“Finance Subsidiary Debt” means Indebtedness under any warehouse credit facility or other similar line of
credit entered into for the purpose of funding Indebtedness originated or extended by any Finance Subsidiary.
“Financial Officer” means the chief financial officer, principal financial officer, treasurer, controller or a
director of a Borrower.
“Financing Transaction” means any Equity Bridge Transaction, Senior Debt Transaction or Subordinated
Debt Transaction.
“Financing Transaction Borrowing” means any Category II Borrowing, Category III Borrowing or
Category IV Borrowing.
“FINRA” means the Financial Industry Regulatory Authority, or any other Self-Regulatory Organization
that succeeds to the functions thereof.
“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of
this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Adjusted
Term SOFR or the Eurocurrency Rate.  For the avoidance of doubt, the Floor means a rate of interest equal to
0.00%.
“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.
“Fund” means any Person (other than a natural person) that is or will be engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its
business.
“GAAP” means accounting principles generally accepted in the United States as in effect from time to time.
“Governmental Authority” means the government of the United States, any other nation or any political
subdivision thereof, whether state, local or otherwise, and any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government (including any supra-national bodies such as the European Union
or the European Central Bank).
“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the
guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the
“primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor,
direct or indirect, (a) to purchase or pay (or to advance or supply funds for the purchase or payment of) such
Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof,
(b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or
other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation or (d) as an account party in respect of any letter of credit or letter of guarantee issued to support
such Indebtedness; provided that the term “Guarantee” shall not include endorsements for collection or deposit in
the ordinary course of business.  The amount of any Guarantee shall be deemed to be an amount equal to the stated
or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is
made (or, if such Guarantee is limited by its terms to a lesser amount, such lesser amount) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing
Person in good faith.
“Guarantee and Security Agreement” means the Guaranty and Security Agreement dated as of the Closing
Date, among the Obligors and the Administrative Agent in substantially the form of Exhibit B, as from time to time
further amended, modified or supplemented.
“Guarantors” means, at any time, collectively, those Subsidiaries of the Borrowers that become a party to
the Guarantee and Security Agreement pursuant to Section 6.01(i).
“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement
or other derivative transaction.
“Indebtedness” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed
money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or similar
instruments, (b) the deferred purchase price of assets or services that in accordance with GAAP would be included
as a liability on the balance sheet of such Person, (c) the face amount of all letters of credit issued for the account of
such Person and, without duplication, all drafts drawn thereunder and all direct obligations arising under bankers’
acceptances, bank guaranties, surety bonds and similar instruments, (d) all Indebtedness of any other Person secured
by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such
Person, (e) the principal component of all Capital Lease Obligations of such Person, (f) all obligations of such
Person under interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts, commodity price protection agreements or other commodity price
hedging agreements and other similar agreements, (g) without duplication, all Guarantees by such Person of
Indebtedness of others and (h) all obligations of such Person in respect of Disqualified Equity Interests, provided
that Indebtedness shall not include (i) trade and other ordinary course payables and accrued expenses arising in the
ordinary course of business, (ii) deferred or prepaid revenue and (iii) purchase price holdbacks in respect of a
portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller. 
The amount of Indebtedness of any Person for purposes of clause (d) shall be deemed to be equal to the lesser of (i)
the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby
as determined by such Person in good faith.
“Indemnified Taxes” means all (i) Taxes, other than Excluded Taxes, imposed on or with respect to any
payment made by or on account of any obligation of any Obligor under any Loan Document, and (ii) to the extent
not otherwise described in clause (i), Other Taxes.
“Indemnitee” has the meaning specified in Section 9.04(b).
“Interest Period” means, for any Eurocurrency Loan or SOFR Loan, the period beginning on the date such
Loan is made, or Continued or Converted from an ABR Loan, and ending on the last day of the period selected by
the Borrowers pursuant to the provisions below, and thereafter each subsequent period commencing on the last day
of the immediately preceding Interest Period therefor and ending on the last day of the period selected by the
Borrowers pursuant to the provisions below.  The duration of each Interest Period shall be one, three or six months,
as the Borrowers may select by notice to the Administrative Agent no later than 11:00 a.m. (New York time) on the
third Business Day prior to the first day of such Interest Period.
Notwithstanding the foregoing:
(v)if any Interest Period would otherwise commence before and end after the applicable
Commitment Termination Date, such Interest Period shall end on such Commitment Termination Date,
(w)each Interest Period that would otherwise end on a day that is not a Business Day shall
end on the next succeeding Business Day, unless such next succeeding Business Day would fall in the
succeeding month, in which case such Interest Period shall end on the next preceding Business Day,
(x)each Interest Period that commences on the last day of a month (or on any day for which
there is no numerically corresponding day in the appropriate subsequent month) shall end on the last
Business Day of the appropriate subsequent calendar month,
(y)Interest Periods commencing on the same day for Loans comprising part of  the same
Borrowing shall be of the same duration, and
(z)the Interest Period available for Loans denominated in British Pounds Sterling shall
solely be the SONIA Interest Day.
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person,
whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance
or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or
interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of
assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person.
“Issuing Lender” means MHCB, and/or any other Lender from time to time designated as an Issuing
Lender in a writing signed by such Lender, the Borrowers and the Administrative Agent (MHCB and such other
Lender being collectively referred to herein as the “Issuing Lender” unless the context otherwise requires).
“L/C Exposure” means, at any time, the sum of (a) the aggregate undrawn face amount of all outstanding
Letters of Credit and (b) the aggregate amount of unreimbursed L/C Payments under all outstanding Letters of
Credit (or, if applicable with respect to clauses (a) and (b), the Dollar Equivalent thereof).
“L/C Payment” means a payment by an Issuing Lender of a draft or demand drawn under a Letter of Credit.
“L/C Reimbursement Obligation” means the obligation of a Borrower to reimburse an Issuing Lender for
an L/C Payment pursuant to Section 2.02(d)(ii).
“L/C Related Documents” has the meaning specified in Section 2.02(c)(i).
“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation
or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case, whether or not having the force of law.
“Lead Arranger” means MHCB, in its capacity as sole lead arranger and sole bookrunner.
“Lender” means each bank or other financial institution listed on the signature pages hereof and each
Person that shall become a party hereto pursuant to 9.06.
“Letter of Credit” has the meaning specified in Section 2.02(a)(i).
“Letter of Credit Facility Amount” means the lesser of (a) $100,000,000 and (b) the Aggregate Facility
Amount.
“Lien” means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or
preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real
property, and any financing lease having substantially the same economic effect as any of the foregoing).
“Loan” has the meaning specified in Section 2.01(a)(ii).  Each Loan shall be (i) a SOFR Loan denominated
in Dollars, (ii) Eurocurrency Loan denominated in one or more Alternate Currencies or (iii) an ABR Loan
denominated in Dollars.
“Loan Documents” means, collectively, this Agreement, the Notes and each Security Document.
“Local Time” means (a) with respect to any Loan denominated or any payment to be made in Dollars, New
York time, and (b) with respect to any Eurocurrency Loan denominated or any payment to be made in an Alternate
Currency, the local time in the Principal Financial Center for such Alternate Currency.
“London Banking Day” means any day on which commercial banks are open for business (including
dealings in foreign exchange and foreign currency deposits) in London.
“Majority Lenders” means, at any time (a) Lenders holding more than 50% of the aggregate Commitments
of all Lenders, or (b) if any Commitments have terminated or expired, Lenders having collectively more than 50% of
the sum of (i) the aggregate amount of the unpaid principal amount of the Loans, (ii) the aggregate amount of
unexpired Commitments of all Lenders and (iii) the L/C Exposure (computed at any time, in the case of such Loans
and L/C Exposure denominated in an Alternate Currency, as the Dollar Equivalent thereof as determined by the
Administrative Agent); provided that the unused Commitments of, and the portion of the Total Credit Exposure held
or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority
Lenders.
“Majority Tranche Lenders” when used in reference to Lenders of any Class, means, at any time, (a)(i) in
the case of the 2025 Tranche Lenders, 2025 Tranche Lenders having 2025 Tranche Revolving Credit Exposures and
unused 2025 Tranche Commitments representing more than 50% of the sum of the aggregate 2025 Tranche
Revolving Credit Exposures and the aggregate unused 2025 Tranche Commitments at such time and (ii) in the case
of the 2027 Tranche Lenders, 2027 Tranche Lenders having 2027 Tranche Revolving Credit Exposures and unused
2027 Tranche Commitments representing more than 50% of the sum of the aggregate 2027 Tranche Revolving
Credit Exposures and the aggregate unused 2027 Tranche Commitments at such time, or (b) (i) if the 2025 Tranche
Commitments have terminated or expired, 2025 Tranche Lenders having collectively more than 50% of the sum of
(x) aggregate amount of the unpaid principal amount of the 2025 Tranche Revolving Loans and (y) L/C Exposure
(computed at any time, in the case of such 2025 Tranche Revolving Loans and L/C Exposure denominated in an
Alternate Currency, as the Dollar Equivalent thereof as determined by the Administrative Agent) and (ii) if the 2027
Tranche Commitments have terminated or expired, 2027 Tranche Lenders having collectively more than 50% of the
sum of (x) aggregate amount of the unpaid principal amount of the 2027 Tranche Revolving Loans and (y) L/C
Exposure (computed at any time, in the case of such 2027 Tranche Revolving Loans and L/C Exposure denominated
in an Alternate Currency, as the Dollar Equivalent thereof as determined by the Administrative Agent); provided
that the unused Commitment of, and the portion of the Total Credit Exposure held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of Majority Tranche Lenders.
“Material Adverse Effect” means a material adverse effect on (a) the business, financial condition,
properties or operations of the Borrowers and their respective Subsidiaries taken as a whole, (b) the ability of any
Obligor to perform any of its material obligations under any Loan Document or (c) the material rights and remedies
of, or benefits available, to the Administrative Agent or the Lenders under any Loan Document.
“Material Foreign Subsidiary” means any Foreign Subsidiary (inclusive of its Subsidiaries) that, as of the
last day of the fiscal quarter of the Borrowers most recently ended for which financial statements have been
delivered pursuant to Section 6.01(a)(i) or (ii), (a) generated over 25% of consolidated revenues of the Borrowers
and their respective Subsidiaries for the period of two years ended at the end of such fiscal quarter or (b) to which
more than $70,000,000 of the Aggregate Facility Amount has been funded as of such date and has been funded for
the period of six months immediately preceding such date.
“Material Indebtedness” means Indebtedness of the type described in clause (a) of the definition thereof
issued or incurred under any agreement or instrument in an aggregate outstanding principal amount of $25,000,000
or more.
“Material Subsidiary” means any Subsidiary that constitutes a “significant subsidiary” as defined under
Regulation S-X promulgated by the SEC, as in effect from time to time.
“MHCB” means Mizuho Bank, Ltd. or any successor thereto.
“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.
“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.
“Non-U.S. Lender” has the meaning specified in Section 3.11(f)(i).
“Note” has the meaning specified in Section 2.01(e).
“Notice of Borrowing” has the meaning specified in Section 2.01(b)(ii).
“Notice of Issuance” has the meaning specified in Section 2.02(c)(i).
“Obligations” means (i) all obligations of the Borrowers and the Guarantors under the Loan Documents to
pay the principal of and interest on the Loans and the L/C Reimbursement Obligations and all fees, premiums, costs,
expenses, indemnification payments and other amounts or obligations whatsoever, whether direct or indirect,
absolute or contingent, now or hereafter from time to time owing or arising under, out of, or in connection with the
Loan Documents, (ii) all other monetary obligations of the Borrowers and the Guarantors in respect of the Loans and
Letters of Credit or otherwise owed under, or pursuant to, or in connection with the Credit Agreement and each
other Loan Document, and (iii) in the case of each of the foregoing, including all interest thereon and fees and
expenses related thereto, and including any interest, expenses and other amounts accruing or arising after the
commencement of any case or proceeding with respect to any Obligor under the United States Bankruptcy Code or
any other bankruptcy or insolvency law (whether or not such interest, fees or expenses and other amounts are
allowed or allowable as a claim in whole or in part in such case or proceeding).
“Obligors” means, collectively, the Borrowers and the Guarantors.
“OFAC” has the meaning specified in Section 5.01(g).
“Organizational Documents” shall mean, with respect to any person, (i) in the case of any corporation, the
certificate of incorporation and by-laws (or similar documents) of such person, (ii) in the case of any limited liability
company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the
case of any limited partnership, the certificate of formation and limited partnership agreement (or similar
documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar
document) of such person and (v) in any other case, the functional equivalent of the foregoing.
“Other Connection Taxes” means, with respect to any Agent or Lender, Taxes imposed as a result of a
present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections
arising from such recipient having executed, delivered, become a party to, performed its obligations under, received
payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or
enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar
Taxes arising from any payment made under any Loan Document or from the execution, delivery, registration or
enforcement of, perfecting a security interest under, or otherwise with respect to, any Loan Document, except any
such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made
pursuant to Section 3.13(b)).
“Participant” has the meaning specified in Section 9.06(d).
“Patriot Act” has the meaning specified in Section 9.15.
“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in Section 4002 of
ERISA and any successor entity performing similar functions.
“Permitted Liens” means:
(a)Liens for taxes, assessments or governmental charges or claims not yet overdue for a
period of more than 30 days or that are being contested in good faith and by appropriate proceedings for
which appropriate reserves have been established to the extent required by and in accordance with GAAP,
or for property taxes on property that a Borrower or one of its Subsidiaries has determined to abandon if the
sole recourse for such tax, assessment, charge or claim is to such property;
(b)Liens in respect of property or assets of a Borrower or any of its Subsidiaries imposed by
law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the ordinary
course of business, in each case so long as such Liens arise in the ordinary course of business and do not
individually or in the aggregate have a Material Adverse Effect;
(c)Liens arising from judgments or decrees in circumstances not constituting an Event of
Default under 7.01(j);
(d)Liens incurred or deposits made in connection with workers’ compensation,
unemployment insurance and other types of social security, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-
of-money bonds and other similar obligations incurred in the ordinary course of business;
(e)ground leases in respect of real property on which facilities owned or leased by a
Borrower or any of its Subsidiaries are located;
(f)easements, rights-of-way, restrictions, minor defects or irregularities in title and other
similar charges or encumbrances not interfering in any material respect with the business of the Borrowers
and their respective Subsidiaries, taken as a whole;
(g)any interest or title of a lessor or secured by a lessor’s interest under any lease permitted
by this Agreement;
(h)Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods;
(i)leases, licenses, subleases or sublicenses granted to others not interfering in any material
respect with the business of the Borrowers and their respective Subsidiaries, taken as a whole;
(j)Liens arising from precautionary UCC financing statement or similar filings made in
respect of operating leases entered into by a Borrower or any of its Subsidiaries;
(k)Liens created in the ordinary course of business in favor of banks and other financial
institutions over credit balances of any bank accounts, brokerage accounts or commodities accounts of the
Borrowers and their respective Subsidiaries held at such banks or financial institutions, including any
accounts maintained with any clearing or settlement bank or other financial institution; and
(l)any zoning or similar law or right reserved to or vested in any Governmental Authority to
control or regulate the use of any real property that does not materially interfere with the ordinary conduct
of the business of the Borrowers and their respective Subsidiaries, taken as a whole.
“Permitted Subordinated Debt” shall mean unsecured senior subordinated notes, or other unsecured senior
subordinated Indebtedness, issued by a Borrower or any Guarantor, (a) the terms of which (i) do not provide for any
scheduled repayment, mandatory redemption or sinking fund obligation prior to a date 91 days after 2027
Termination Date (other than customary offers to purchase upon a change of control, asset sale or event of loss and
customary acceleration rights after an event of default) and (ii) provide for customary subordination to the
obligations of the Obligors under the Loan Documents, (b) the covenants, events of default, guarantees, collateral
and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more
restrictive to the Borrowers and their respective Subsidiaries than those herein; provided that a certificate of a
Financial Officer of TCG is delivered to the Administrative Agent at least seven Business Days (or such shorter
period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together
with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the
documentation relating thereto, stating that TCG has determined in good faith that such terms and conditions satisfy
the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing
requirement unless the Administrative Agent notifies TCG within such period that it disagrees with such
determination (including a reasonable description of the basis upon which it disagrees), (c) of which no Subsidiary
of the Borrowers (other than a Guarantor) is an obligor and (d) after giving pro forma effect to the issuance thereof,
the Borrowers shall be in compliance with the financial covenant set forth in Section 6.03.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association,
company, partnership, Governmental Authority or other entity.
“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which either
Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be
deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“Pledged Equity” has the meaning specified in the Guarantee and Security Agreement.
“Prime Rate” has the meaning specified in the definition of “ABR”.
“Principal Financial Center” means, for any Currency, the principal financial center in the country of issue
of such Currency, as reasonably determined by the Administrative Agent.
“Property” of any Person means any property or assets, or interest therein, of such Person.
“QFC Credit Support” has the meaning specified in Section 9.18.
“Register” has the meaning specified in Section 9.06(c).
“Regulations T, U and X” means, respectively, Regulations T, U and X of the Board of Governors of the
Federal Reserve System (or any successor), as from time to time amended, modified or supplemented.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors,
officers, employees, agents and advisors of such Person and of such Person’s Affiliates.
“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other
property) with respect to any capital stock or other Equity Interest of any Person, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account
of any return of capital to any Person’s stockholders, partners or members (or the equivalent Person thereof).
“Rule 15c3-1” means Rule 15c3-1 of the General Rules and Regulations promulgated by the SEC under the
Exchange Act (17 CFR 240, 15c3-1), as from time to time amended, modified or supplemented, or such other rule or
regulation of the SEC which replaces Rule 15c3-1.
“S&P” means Standard & Poor’s Rating Services or any successor thereto.
“Sanctions” has the meaning specified in Section 5.01(g).
“Sanctioned Country” has the meaning specified in Section 5.01(g).
“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to the
principal functions thereof.
“Secured Creditors” means, collectively, the Lenders (including each Issuing Lender) and the
Administrative Agent, any other holder from time to time of any of the Secured Obligations and, in each case, their
respective successors and assigns.
“Secured Hedging Agreement” means any Hedging Agreement between either Borrower or any other
Obligor and a counterparty that is (or is an Affiliate of) the Administrative Agent or a Lender as of the Closing Date
or at the time such Hedging Agreement is entered into, provided that, in the case of any Hedging Agreement entered
into with an Affiliate of any Lender, (x) such Hedging Agreement has been designated to the Administrative Agent
and the Lenders by written notice from the Borrowers as being a Secured Hedging Agreement and (y) such person
shall have delivered to the Administrative Agent a letter agreement in form and substance acceptable to the
Administrative Agent pursuant to which such person (i) appoints the Administrative Agent as its agent under the
applicable Loan Documents and (ii) agrees to be bound by the provisions of Article VIII, Section 9.04 and Section
9.07 as if it were a Lender.
“Secured Obligations” has the meaning assigned to such term in the Guarantee and Security Agreement.
“Security Documents” shall mean the Guarantee and Security Agreement, each Control Agreement (as
defined in the Guarantee and Security Agreement) and any other such security document, pledge agreement,
instrument or document utilized to pledge or grant or purport to pledge or grant a security interest or lien on any
property as collateral for the Secured Obligations.
“Self-Regulatory Organization” has the meaning assigned to such term in Section 3(a)(26) of the Exchange
Act.
“Senior Debt Transaction” means (i) a senior debt underwriting or commitment of a Borrower or any
Subsidiary of a Borrower or (ii) a payment of a Borrower or any Subsidiary of a Borrower under a fronting or
participation arrangement permitted under Section 6.02(a)(x) related to senior debt.
“SIPA” means the Securities Investor Protection Act of 1970, as from time to time amended, modified or
supplemented.
“SIPC” means the Securities Investor Protection Corporation established pursuant to SIPA or any other
corporation succeeding to the principal functions thereof.
“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR
Administrator.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the
secured overnight financing rate).
“SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing.
“SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than
pursuant to clause (c) of the definition of “ABR”.
“Solvent” and “Solvency” mean, with respect to any Person, that as of the Closing Date, (a) (i) the sum of
such Person’s debts (including contingent liabilities) does not exceed the present fair saleable value of such Person’s
present assets; (ii) such Person’s capital is not unreasonably small in relation to its business as contemplated on the
Closing Date; and (iii) such Person has not incurred and does not intend to incur, or believe that it will incur, debts
including current obligations beyond its ability to pay such debts as they become due (whether at maturity or
otherwise); and (b) such Person is “solvent” within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent
liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an actual or matured liability
(irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial
Accounting Standard No. 5).
“Specified Event of Default” means an Event of Default of the kind referred to in Section 7.01(a), Section
7.01(b), Section 7.01(g) or Section 7.01(h).
“Sponsor” means The Carlyle Group Inc.
“Subordinated Debt Transaction” means (i) a subordinated debt underwriting or commitment of a Borrower
or any Subsidiary of a Borrower or (ii) a payment of a Borrower or any Subsidiary of a Borrower under a fronting or
participation arrangement permitted under Section 6.02(a)(x) related to subordinated debt.
“Subordinated FINRA Loan” means a subordinated loan from TCG SF to TCG for purposes of meeting
regulatory capital requirements that is made pursuant to terms and documentation required by FINRA.
“Subordinated Indebtedness” means any Permitted Subordinated Debt or any other Indebtedness the terms
of which provide for customary subordination in right of payment to the obligations of a Borrower or any of its
Subsidiaries, as applicable, under this Agreement and the other Loan Documents.
“Subsidiary” means, at any time, any corporation, partnership, limited liability company or other entity of
which at least a majority of the Voting Shares are at the time directly or indirectly owned or controlled by a
Borrower or one or more Subsidiaries of a Borrower; provided that no Designated Entity shall be a Subsidiary.
“Supported QFC” has the meaning specified in Section 9.18.
“Target Operating Day” has the meaning specified in Section 9.17(a). 
“Taxes” means all present and future taxes, duties, levies, imposts, assessments, deductions, withholdings
(including backup withholding) or similar fees or charges imposed by any Governmental Authority, including  any
interest, additions to tax or penalties with respect thereto.
“TCG” has the meaning specified in the introduction hereto.
“TCG SF” has the meaning specified in the introduction hereto.
“Term SOFR” means,
(a)for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor
comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”)
that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is
published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any
Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been
published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR
Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as
published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for
which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as
such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government
Securities Business Days prior to such Periodic Term SOFR Determination Day, and
(b)for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a
tenor of one month on the day (such day, the “ABR Term SOFR Determination Day”) that is two (2) U.S.
Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator;
provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the
Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a
Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR
will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first
preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was
published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business
Day is not more than three (3) U.S. Government Securities Business Days prior to such ABR SOFR Determination
Day
“Term SOFR Adjustment” means a percentage equal to (x) 0.11448% (11.448 basis points) for an Interest
Period of one month, (y) 0.26161% (26.161 basis points) for an Interest Period of three months and (z) 0.42826%
(42.826 basis points) for an Interest Period of six months.
“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a
successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable
discretion).
“Term SOFR Reference Rate” means  the forward-looking term rate based on SOFR.
“Total Commitment Percentage” means, with respect to any Lender, at any time, the percentage of the
Aggregate Facility Amount represented by such Lender’s Commitments; provided that if any Commitments of such
Lender have terminated or expired, the Total Commitment Percentages with respect to such Commitments shall
equal the percentage of aggregate outstanding Loans of the applicable Class and L/C Exposure held by such Lender
and if there is no outstanding Loans of such Class and L/C Exposure, the Total Commitment Percentage with respect
to such Commitments shall be determined based upon the Commitments most recently in effect, giving effect to any
assignments.
“Total Credit Exposure” means, at any time, the sum of (a) the aggregate outstanding principal amount of
the Loans (being the Dollar Equivalent thereof in the case of Eurocurrency Loans denominated in an Alternate
Currency) plus (b) the aggregate outstanding L/C Exposure.
“Total Debt” means, with respect to any Borrower at any date, (a) all Indebtedness of such Borrower of the
types described in clause (a), clause (c) (but, in the case of clause (c), only to the extent of any unreimbursed
drawings under any letter of credit) and clause (e) of the definition thereof actually owing by such Borrower and/or
its Subsidiaries on such date to the extent appearing on the consolidated balance sheet of such Borrower determined
in accordance with GAAP (provided that the amount of any Capital Lease Obligations or any such Indebtedness
issued at a discount to its face value shall be determined in accordance with GAAP) minus (b)the aggregate cash and
Cash Equivalents included on the consolidated balance sheet of such Borrower as at such date to the extent the use
thereof for application to the payment of Indebtedness is not prohibited by law or any contract to which such
Borrower or any Subsidiary is a party; provided that for the purposes of this definition, Indebtedness shall not
include (i) any Finance Subsidiary Debt, (ii) any liabilities includable solely based on the application of FAS 140 or
FIN 46(R) and (iii) any Indebtedness of any Designated Entity.
“Total Equity” means, with respect to any Borrower as of any date of determination, (a) such Borrower’s
consolidated partners’ capital (or stockholders’ equity, as the case may be) measured on a GAAP basis, minus (b)
the sum of (i) any declared but unpaid distribution or dividend to such Borrower’s members (or any other equity
holders) and (ii) any loans or advances made to such Borrower’s members (or any other equity holders); provided
that Total Equity shall not include such Borrower’s members’ capital (or stockholders’ equity, as the case may be)
attributable to any Designated Entity.
“Type” refers to whether a Loan is an ABR Loan, a SOFR Loan or a Eurocurrency Loan.
“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if
perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC”
means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the
provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.
“United States” or “U.S.” means the United States of America.
“Unreimbursed Amount” has the meaning specified in Section 2.02(d)(iii).
“U.S. Special Resolution Regimes” has the meaning specified in Section 9.18.
“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a
day on which the Securities Industry and Financial Markets Association recommends that the fixed income
departments of its members be closed for the entire day for purposes of trading in United States government
securities.
“Voting Shares” means, with respect to any Person, such Person’s Equity Interests having the right to vote
for the election of directors, or other individuals performing similar functions, of such Person under ordinary
circumstances.
“Wholly-Owned Domestic Subsidiary” means a Domestic Subsidiary that is a Wholly-Owned Subsidiary.
“Wholly-Owned Subsidiary” means, with respect to any Person, any Subsidiary of which all of the Equity
Interests (other than, in the case of a corporation, directors’ qualifying shares) are directly or indirectly owned or
controlled by such Person or one or more Wholly-Owned Subsidiaries of such Person or by such Person and one or
more Wholly-Owned Subsidiaries of such Person.
“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
“Withholding Agent” means TCG, the Administrative Agent and any other applicable withholding agent.
SECTION 1.02Terms Generally.  The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined.  In the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including” and the words “to” and “until” mean “to but excluding.”  The
words “include,” “includes” and “including” shall be deemed in each case to be followed by the phrase “without
limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein
shall be construed in each case as referring to such agreement, instrument or other document as from time to time
amended, modified or supplemented, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be
construed in each case to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and
“hereunder,” and words of similar import shall be construed in each case to refer to this Agreement in its entirety
and not to any particular provision hereof, and (d) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. For the
avoidance of doubt, references in Articles VIII and IX to the Lenders shall include in each case the Issuing Lender,
unless the context otherwise requires.
SECTION 1.03Accounting Terms; GAAP; Calculation of Debt to Equity Ratio. 
(a)Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided that if TCG notifies the
Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies TCG that the Majority Lenders request an amendment to any provision hereof for
such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied
immediately before such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.
(b)Calculation of the Debt to Equity Ratio shall be based on relevant information in the financial
statements and asset schedules delivered pursuant to Sections 6.01(a)(i), (ii) and (vi) giving pro forma effect to such
information where appropriate; provided that the amount of Total Debt shall be the amount outstanding as of the
date of determination after giving effect to the incurrence of any Indebtedness on such date of determination.
SECTION 1.04Divisions.  For all purposes under the Loan Documents, in connection with any division
or plan of division under Delaware Law (or any comparable event under a different jurisdiction’s laws):  (a) if any
asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person,
then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any
new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its
existence by the holders of its Equity Interests at such time.
ARTICLE II
THE COMMITMENTS
SECTION 2.01The Loans. 
(a)(i)  Each 2025 Tranche Lender severally agrees, on and subject to the terms and conditions of
this Agreement, to make loans to the Borrowers under this Section 2.01(a)(i) (each, a “2025 Tranche
Revolving Loan”) from time to time on any Business Day during the 2025 Availability Period, in an
aggregate principal amount that will not result in (x) such Lender’s 2025 Tranche Revolving Credit
Exposure exceeding such Lender’s 2025 Tranche Commitment or (y) the 2025 Tranche Revolving Credit
Exposure of all Lenders exceeding the aggregate 2025 Tranche Commitments.
(ii)Each 2027 Tranche Lender severally agrees, on and subject to the terms and conditions of
this Agreement, to make loans to the Borrowers under this Section 2.01(a)(ii) (each, a “2027 Tranche
Revolving Loan” and, together with the 2025 Tranche Revolving Loans, the “Loans”) from time to time on
any Business Day during the 2027 Availability Period, in an aggregate principal amount that will not result
in (x) such Lender’s 2027 Tranche Revolving Credit Exposure exceeding such Lender’s 2027 Tranche
Commitment or (y) the 2027 Tranche Revolving Credit Exposure of all Lenders exceeding the aggregate
2027 Tranche Commitments.
(iii)ABR Loans shall be denominated in Dollars, SOFR Loans shall be denominated in
Dollars and Eurocurrency Loans shall be denominated in one or more Alternate Currencies.
(iv)Anything in this Agreement to the contrary notwithstanding, (A) the Total Credit
Exposure shall not at any time exceed the then Aggregate Facility Amount, (B) the total 2025 Tranche
Revolving Credit Exposures shall not exceed the aggregate 2025 Tranche Commitments, (C) the total 2027
Tranche Revolving Credit Exposures shall not exceed the aggregate 2027 Tranche Commitments, and (D)
the obligation of the Lenders to make Loans is subject to the Concentration Percentages.
(v)Within such limits, the Borrowers may from time to time borrow under this Section 2.01,
prepay Loans in whole or in part pursuant to Section 3.06(a) and reborrow under this Section 2.01.
(vi)The Borrowers shall not be co-borrowers with respect to each Borrowing, and shall be
severally and not jointly liable for all obligations and liabilities with respect thereto in accordance with
Sections 2.05.
(b)Borrowing Procedure. 
(i)Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing
of SOFR Loans or Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in
each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated
in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of
such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative
Agent not later than 11:00 a.m. (New York time) on (x) the third Business Day prior to the date of such
Borrowing in the case of a Borrowing consisting of SOFR Loans, (y) the fourth Business Day prior to the
date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans denominated in an
Alternate Currency or (z) on the date of such Borrowing in the case of a Borrowing consisting of ABR
Loans, and the Administrative Agent shall give each Lender prompt notice thereof.
(ii)Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and
binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the
requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such
Borrowing, (3) Class of Loans comprising such Borrowing, (4) the applicable Borrowing Category (or as
applicable Borrowing Categories), (5) aggregate amount of such Borrowing, stated in Dollars, and the
Currency thereof and (6) in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, initial Interest
Period for such Loans.
(iii)Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing,
make available for the account of its Applicable Lending Office to the Administrative Agent at the
Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing.
(iv)After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of
the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to
the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of
such Borrower as the Administrative Agent and such Borrower may agree.
(v)If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then
the applicable Loans shall be made as ABR Loans.  If the requesting Borrower fails to provide a timely
notice of Conversion or Continuation with respect to a Borrowing of SOFR Loans or Eurocurrency Loans,
then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest
Period of one month.  If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation
of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one month.  If the requesting Borrower
requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any
such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified
SOFR Loans in Dollars.
(vi)After giving effect to all Borrowings, all Conversions and all Continuations, there shall
not be more than 15 Interest Periods in effect.
Notwithstanding the foregoing no Borrower shall be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period request (i) with respect to a Borrowing of 2025 Tranche Revolving Loans
would end after the 2025 Termination Date and (ii) with respect to a Borrowing of 2027 Tranche Revolving Loans
would end after the 2027 Termination Date.
(c)Types of Loans.  Each Borrowing and each Conversion or Continuation thereof shall consist of
Loans of the same Class and Type (and, if such Loans are SOFR Loans or Eurocurrency Loans, having the same
Interest Period) made, Continued or Converted on the same day by the Lenders ratably according to their Applicable
Commitment Percentages.
(d)Accounts. 
(i)Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time to time
hereunder.
(ii)The Administrative Agent shall maintain accounts in which it shall record (x) the amount
of each Loan, the Type thereof, the Borrowing Category applicable thereto and the Interest Period
applicable thereto, (y) the amount of any principal or interest due and payable or to become due and
payable from the Borrowers to each Lender hereunder and (z) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.
(iii)The entries made in the accounts maintained pursuant to this clause (d) shall be prima
facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of
any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any
manner affect the obligation of the Borrowers to repay the Loans made to any Borrower or make payments
for other obligations (including L/C Reimbursement Obligations) in accordance with the terms of this
Agreement.
(e)Notes.  Any Lender may, through the Administrative Agent, request that the Loans to be made by
it be evidenced by a promissory note of the Borrowers.  In such event, the Borrowers shall prepare, execute and
deliver to such Lender a promissory note payable to such Lender (or its registered assigns), substantially in the form
of Exhibit A (each, a “Note”), in the amount of the 2025 Tranche Commitment or the 2027 Tranche Commitment, as
applicable, of such Lender, dated the Closing Date and otherwise appropriately completed.
SECTION 2.02Letter of Credit Facility. 
(a)Letters of Credit.
(i)Each Issuing Lender agrees, on and subject to the terms and conditions of this
Agreement, to issue one or more standby letters of credit (each, a “Letter of Credit”) for the account of a
Borrower from time to time on any Business Day during the period from the Closing Date until the date ten
Business Days before the 2027 Termination Date, provided that the total L/C Exposure with respect to
Letters of Credit may not at any time exceed the Letter of Credit Facility Amount.
(ii)Letters of Credit may be denominated in Dollars or any Alternate Currency, as requested
in writing by any Borrower.
(iii)Anything in this Agreement to the contrary notwithstanding, the issuance of Letters of
Credit shall be subject to the limitations set forth in Section 2.01(a)(iv) and to the Concentration
Percentages.
(iv)Within the foregoing limits, and subject to the terms and conditions hereof, a Borrower’s
ability to obtain Letters of Credit shall be revolving, and accordingly a Borrower may, during the period
referred to in clause (i) above, obtain Letters of Credit to replace Letters of Credit that have expired or that
have been drawn upon and reimbursed.
(v)The Borrowers shall not be co-obligors with respect to any Letter of Credit, and shall be
severally and not jointly liable for all obligations and liabilities with respect thereto in accordance with
Sections 2.05.
(b)Terms; Issuance.
(i)Each Letter of Credit shall be in a form reasonably satisfactory to the relevant Issuing
Lender and have a stated expiration date that is no later than the earlier of (x) one year after its date of
issuance and (y) three Business Days prior to the 2027 Termination Date; provided that a Letter of Credit
with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in
no event extend beyond a date three Business Days prior to the 2027 Termination Date (except that one or
more Letters of Credit may expire up to one year after the 2027 Termination Date if each such Letter of
Credit has been cash collateralized or otherwise backstopped on terms reasonably satisfactory to the
Borrowers, the relevant Issuing Lender and the Administrative Agent)).
(ii)An Issuing Lender shall be under no obligation to issue any Letter of Credit if (A) any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin
or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing
Lender or any directive (whether or not having the force of law) from any Governmental Authority with
jurisdiction over such Issuing Lender shall prohibit, or direct that such Issuing Lender refrain from, the
issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such
Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for
which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or
shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on
the Closing Date (for which such Issuing Lender is not otherwise compensated hereunder), or (B) the
issuance of such Letter of Credit would violate any laws binding upon such Issuing Lender.
(c)Issuance Procedure.
(i)Each Letter of Credit shall be issued upon notice, given not later than 11:00 a.m. (New
York time) on (x) in the case of a Letter of Credit denominated in Dollars, the third Business Day prior to
the proposed issuance date of such Letter of Credit or (y) in the case of a Letter of Credit denominated in an
Alternate Currency, the fourth Business Day prior to the proposed issuance date of such Letter of Credit, by
the requesting Borrower to the relevant Issuing Lender (or such shorter notice as shall be acceptable to such
Issuing Lender), with a copy to the Administrative Agent, and the Administrative Agent shall give to each
Lender prompt notice thereof by facsimile or email.  Each such notice from the requesting Borrower (a
“Notice of Issuance”) shall be by facsimile or email, confirmed promptly by hard copy, specifying therein
the Issuing Lender and the requested date of issuance (which shall be a Business Day) of such Letter of
Credit, its face amount and expiration date and the name and address of the beneficiary thereof, and shall
attach the proposed form thereof (or such other information as shall be necessary to prepare such Letter of
Credit).  If requested by the applicable Issuing Lender, the requesting Borrower shall supply such
application and agreement for letter of credit, in the form reasonably satisfactory to the relevant Issuing
Lender, as the relevant Issuing Lender may require in connection with such requested Letter of Credit (“L/
C Related Documents”) along with such other information reasonably related to the requested Letter of
Credit.
(ii)If the proposed Letter of Credit complies with the requirements of this Section 2.02, such
Issuing Lender will, unless the Issuing Lender has received written notice from the Administrative Agent,
that one or more of the applicable conditions set forth in Article IV shall not be satisfied, make such Letter
of Credit available to the requesting Borrower as agreed with the requesting Borrower in connection with
such issuance.  In the event and to the extent that the provisions of any L/C Related Documents shall
conflict with this Agreement, the provisions of this Agreement shall govern.
(iii)Each Issuing Lender shall furnish (A) upon request of the Administrative Agent, copies
of the Letters of Credit issued by it hereunder, and (B) to the Administrative Agent on the first Business
Day of each fiscal quarter a written report setting forth the Letters of Credit issued in Alternate Currencies,
solely for purposes of determining the Dollar Equivalent thereof.
(d)Reimbursement; Syndicate Participation.
(i)Automatically upon the issuance of each Letter of Credit, each Lender shall be deemed to
have automatically and unconditionally acquired a participation therein to the extent of such Lender’s Total
Commitment Percentage on the terms provided in this clause (d) without any further action; provided that
on the 2025 Termination Date, any participations so acquired by the 2025 Tranche Lenders that remain
outstanding as of such date shall be reallocated to the remaining Lenders ratably in accordance with such
Lender’s respective Total Commitment Percentage solely to the extent that the 2027 Termination Date has
not occurred on or prior to such date.
(ii)Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under
such Letter of Credit, the relevant Issuing Lender shall notify the requesting Borrower and the
Administrative Agent thereof.  Not later than 1:00 p.m. (New York time) on the second Business Day
following any L/C Payment by an Issuing Lender (the “Honor Date”), the applicable Borrower agrees to
reimburse such Issuing Lender directly in an amount equal to the amount of such L/C Payment.
(iii)If the Borrowers fail to so reimburse such Issuing Lender by such date, or if any amounts
reimbursed by any Borrower are required to be returned or disgorged for any reason, such Issuing Lender
shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each
Lender of the Honor Date, the unreimbursed amount of such L/C Payment (the “Unreimbursed Amount”),
and the amount of such Lender’s pro rata share thereof.  In such event, such Borrower shall be irrevocably
deemed to have requested a Borrowing of ABR Loans pro rata across the 2025 Tranche Commitment and
the 2027 Tranche Commitment to be disbursed on the Honor Date in an aggregate Dollar Equivalent
amount equal to the Unreimbursed Amount (without regard to the minimum and multiples specified in
Section 2.01(b)); provided that, notwithstanding any other provision to the contrary in this Section 2.02, no
such Borrowing of ABR Loans shall be permitted unless the Debt to Equity Ratio of each Borrower shall
be less than or equal to 7.00 to 1.00 after giving pro forma effect to such Borrowing and the conditions
specified in clauses (a) and (b) of Section 4.02 have been satisfied on or as of the date of such Borrowing.
Any notice given by an Issuing Lender or the Administrative Agent pursuant to this Section 2.02(d)(iii)
may be given by telephone if immediately confirmed in writing; provided that the lack of such an
immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(iv)Subject to the proviso in Section 2.02(d)(iii), each Lender (including any Lender acting as
an Issuing Lender) unconditionally agrees upon any notice pursuant to Section 2.02(d)(iii) to make funds
available to the Administrative Agent for the account of the relevant Issuing Lender at the Administrative
Agent’s Account in an amount equal to its Total Commitment Percentage of the Unreimbursed Amount not
later than 1:00 p.m. (New York time) on the Business Day specified in such notice by the Administrative
Agent, whereupon each Lender that so makes funds available shall be deemed to have made an ABR Loan
to the Borrowers in the Dollar Equivalent of such amount. The Administrative Agent shall remit the funds
so received to the relevant Issuing Lender.
(v)Each Borrower (on a several and not joint basis)  agrees to pay interest on the
unreimbursed amount of each L/C Reimbursement Obligation of such Borrower to the relevant Issuing
Lender, for each day from the date of the relevant L/C Payment until such L/C Reimbursement Obligation
is reimbursed or refinanced in full as herein provided, at the rate provided in Section 3.02(b)(ii).
(vi)Subject to the first proviso in Section 2.02(d)(iii), each Lender’s obligation to make the
payments provided in clause (iv) above to reimburse an Issuing Lender for any L/C Payment shall be
absolute and unconditional and shall not be affected by (A) any setoff or counterclaim which such Lender
may have against an Issuing Lender, any Borrower or any other Person, (B) the occurrence or continuance
of a Default or any reduction or termination of the Commitments or any of them, (C) any of the matters
referred to in clause (e) below or (D) any other circumstance whatsoever.
(vii)If any Lender fails timely to make available to the Administrative Agent for the account
of an Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of
this Section 2.02, such Issuing Lender shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available to such Issuing Lender at a
rate per annum equal to the Federal Funds Rate from time to time in effect (without duplication of amounts
paid by any Borrower under clause (v) above). A certificate of such Issuing Lender submitted to any
Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vii) shall
be conclusive absent manifest error.
(viii)At any time after an Issuing Lender has made an L/C Payment and has received funds
from a Lender in respect of such payment in accordance with Section 2.02, if the Administrative Agent
receives for the account of such Issuing Lender any payment in respect of the related Unreimbursed
Amount or interest thereon (whether directly from a Borrower or otherwise, including proceeds of cash
collateral applied thereto by the Administrative Agent), the Administrative Agent will promptly distribute
to such Lender its pro rata share thereof in the same funds as those received by the Administrative Agent.
(e)Borrowers’ Obligations Unconditional.  The several and not joint obligation of each Borrower to
reimburse each Issuing Lender for each L/C Payment under each Letter of Credit of such Borrower shall be
absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement
under all circumstances whatsoever, including the following:
(i)any lack of validity or enforceability of such Letter of Credit, any Loan Document or any
other agreement or instrument relating thereto;
(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers
may have at any time against any beneficiary of such Letter of Credit (or any Person for whom any such
beneficiary may be acting), such Issuing Lender or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or
instrument relating thereto; or
(iii)any sight draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document
required in order to obtain an L/C Payment under such Letter of Credit; or
(iv)any payment by such Issuing Lender under such Letter of Credit against presentation of a
sight draft or certificate that does not strictly comply with the terms of such Letter of Credit or any payment
made by such Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in
bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any
arising in connection with any proceeding under any bankruptcy, insolvency, reorganization or similar law.
(f)Issuing Lender Rights.  Each Lender and each Borrower agrees that, in making any L/C Payment
under a Letter of Credit, the relevant Issuing Lender shall not have any responsibility to obtain any document (other
than any sight draft, certificate and other document expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering the
same.  None of the Issuing Lenders, the Administrative Agent, any of the respective Related Parties, nor any
correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for (i) any action taken
or omitted in connection herewith at the request or with the approval of the Lenders or the Majority Lenders, as
applicable, (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct, or
(iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter
of Credit or L/C Related Document. None of the Issuing Lenders, the Administrative Agent, any of the respective
Related Parties, nor any correspondents, participants or assignees of the Issuing Lender, shall be liable or
responsible for any of the matters described in Section 2.02(e); provided that anything therein or elsewhere in this
Agreement to the contrary notwithstanding, the Borrowers may have a claim against an Issuing Lender, and such
Issuing Lender may be liable to the Borrowers, to the extent, but only to the extent, of any direct (as opposed to
special, indirect, consequential or punitive) damages suffered by the Borrowers which were directly caused by such
Issuing Lender’s bad faith, willful misconduct or gross negligence as determined by a final and nonappealable ruling
of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Lender may
accept documents that appear on their face to be in order, without responsibility for further investigation, regardless
of any notice or information to the contrary.
(g)Applicability of ISP98.  Unless otherwise expressly agreed by an Issuing Lender and the
requesting Borrower when a Letter of Credit is issued, the “International Standby Practices 1998” published by the
Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of
issuance) shall apply to each Letter of Credit.
SECTION 2.03Fees. 
(a)Agency Fee.  The Borrowers (on a several and not joint basis) agree to pay to the Administrative
Agent, for the Administrative Agent’s own account, an administrative agency fee at the times and in the amounts as
agreed in writing by TCG and the Administrative Agent.
(b)Facility Fee.  The Borrowers (on a several and not joint basis) agree to pay to the Administrative
Agent, for the account of each Lender, a fee payable in Dollars on the amount of the aggregate Commitments of
such Lender for each day during the period from the date hereof until the 2027 Termination Date, at a rate of 0.30%
per annum, payable quarterly in arrears on the entire Aggregate Facility Amount (irrespective of usage) on the last
Business Day of March, June, September and December of each year, on each Commitment Termination Date and
on the date of termination of the Commitments.
(c)Letter of Credit Fees.
(i)Each Borrower (on a several and not joint basis) agrees to pay to the Administrative
Agent, for the pro rata account of the Lenders based on their respective Total Commitment Percentages, a
commission payable in Dollars on the average daily undrawn amount of each outstanding Letter of Credit
(in Dollars or, if such Letter of Credit is an Alternate Currency Letter of Credit, the Dollar Equivalent) of
such Borrower at a rate equal to the Applicable Margin then in effect for SOFR Loans, payable quarterly in
arrears on the last Business Day of March, June, September and December of each year and on each
Commitment Termination Date, commencing on the first such date after the date hereof.
(ii)Each Borrower (on a several and not joint basis) agrees to pay to each Issuing Lender, for
the sole account of such Issuing Lender, (x) a fronting fee payable in Dollars with respect to each Letter of
Credit of such Borrower issued by such Issuing Lender, payable quarterly in arrears on the last Business
Day of each March, June, September and December and on each Commitment Termination Date, in an
amount equal to 0.125% per annum of the average daily available amount of such Letter of Credit (in
Dollars or, if such Letter of Credit is an Alternate Currency Letter of Credit, the Dollar Equivalent) and (y)
such customary fees and charges in connection with the issuance or administration of each Letter of Credit
of such Borrower issued by such Issuing Lender as may be agreed in writing between such Borrower and
such Issuing Lender from time to time. The Issuing Lender will notify the applicable Borrower of any and
all such fees and charges payable under this Section 2.03.
(d)Other Fees.  Each Borrower (on a several and not joint basis) shall pay to the Administrative
Agent and the Lead Arranger for their own respective accounts such other fees in the amounts and at the times as
may be agreed in writing between such Borrower and the Administrative Agent and/or the Lead Arranger.
SECTION 2.04Changes of Commitments. 
(a)Commitment Termination Date.  The 2025 Tranche Commitment of each Lender shall be
automatically reduced to zero on the 2025 Termination Date. The 2027 Tranche Commitment of each Lender shall
be automatically reduced to zero on the 2027 Termination Date.
(b)Commitment Termination or Reduction.  (i) subject to the last sentence of this Section 2.04(b),
TCG shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in
whole or reduce ratably in part the Commitments; provided that (x) each partial reduction shall be in a minimum
aggregate amount of $5,000,000 (and in minimum multiples of $1,000,000 in excess thereof) and (y) after giving
effect to such termination or reduction, (A) the Total Credit Exposure does not exceed the Aggregate Facility
Amount, (B) the total 2025 Tranche Revolving Credit Exposures does not exceed the aggregate 2025 Tranche
Commitments, (C) the total 2027 Tranche Revolving Credit Exposures does not exceed the aggregate 2027 Tranche
Commitments and (D) the L/C Exposure does not exceed the Letter of Credit Facility Amount.  Once terminated or
reduced, the Commitments may not be reinstated; and
(i)Notice of Termination or Reduction.  The Borrowers shall notify the Administrative
Agent in writing of any election to terminate or reduce any Commitments under Section 2.04(b) by 12:00
p.m. New York City time at least one Business Day (or, in the case of a prepayment of SOFR Loans or
Eurocurrency Loans, three (3) Business Days) (or in each case such shorter period as the Administrative
Agent may agree in its sole discretion) prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof.  Promptly following receipt of any such notice, the
Administrative Agent shall advise the applicable Lenders of the contents thereof.  Each notice delivered by
the Borrowers pursuant to this Section 2.04 shall be irrevocable; provided that a notice of termination of the
Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness
of any other credit facilities or the closing of any securities offering, or the occurrence of any other event
specified therein, in which case such notice may be revoked by the Borrowers (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  With
respect to the effectiveness of any such other credit facilities or the closing of any such securities offering,
the Borrowers may extend the date of termination at any time with the consent of the Administrative Agent
(which consent shall not be unreasonably withheld or delayed).  Any termination or reduction of the
Commitments of any Class shall be permanent.  Each reduction of the Commitments of any Class shall be
made ratably among the Lenders in accordance with their respective Commitments of such Class, except
with respect to the Commitments of a Defaulting Lender, which the Borrowers may elect to reduce on a
non-ratable basis notwithstanding anything to the contrary herein or in any other Loan Document.
SECTION 2.05Concerning Several and Not Joint Liability of the Borrowers.  The obligations of the
Borrowers hereunder (including in respect of the Obligations) are several and not joint.
SECTION 2.06Reserved. 
SECTION 2.07Benchmark Replacement Rate Setting. 
(a)If the Administrative Agent reasonably determines that for any reason, adequate and reasonable
means do not exist for determining the Benchmark for any requested Interest Period with respect to a proposed
SOFR Loan or Eurocurrency Loan or is informed by the Majority Lenders that the Benchmark for any requested
Interest Period with respect to a proposed SOFR Loan or Eurocurrency Loan does not adequately and fairly reflect
the cost to such Lenders of funding such Loan, or that deposits are not being offered to banks in the relevant
interbank market for the applicable amount and the Interest Period of such SOFR Loan or Eurocurrency Loan, the
Administrative Agent will promptly so notify TCG (for the avoidance of doubt, for purposes of this Section 2.07,
any provision requiring the consent of TCG or that TCG be notified shall not require any additional consent by TCG
SF or notification to TCG SF, as applicable) and each Lender.  Thereafter, the obligation of the Lenders to make or
maintain SOFR Loans or Eurocurrency Loans in the affected currency or currencies shall be suspended until the
Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice.  Upon receipt of such
notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR
Loans or Eurocurrency Loans or, failing that, will be deemed to have converted such request into a request for a
Borrowing of ABR Loans in the amount specified therein, and the Borrowers shall not have to pay any amounts that
would otherwise be due under Section 3.12 with respect to such revocation or conversion (or, in the case of a
pending request for a Loan denominated in an Alternate Currency, TCG, the Administrative Agent and the Lenders
may establish a mutually acceptable alternative rate).
(b)Notwithstanding anything else in this Agreement to the contrary, if at any time:
(i)(A) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that the circumstances set forth in Section 2.07(a) have arisen and such circumstances are
unlikely to be temporary or (B) the circumstances set forth in Section 2.07(a) have not arisen but the
supervisor or the administrator of such Benchmark or a Governmental Authority or an insolvency official
having jurisdiction over the supervisor or administrator, or a court or an entity with similar insolvency or
resolution authority over the supervisor or administrator, or the central bank for the currency of the relevant
Benchmark has made a public statement or published information stating that the administrator or
supervisor (each of the foregoing, a “Relevant Administrator”) has ceased or will cease to use such
Benchmark for determining interest rates for loans in Dollars, Euros or British Pounds Sterling (or any
other currency, as applicable); provided that, in the case of this clause (B), at the time of such statement or
publication, there is no successor administrator that will continue to provide any Available Tenor of such
Benchmark;
(ii)a Relevant Administrator has made a public statement or published information
announcing that such Benchmark is no longer representative;
(iii)an event has occurred that would require the existing Benchmark set forth in any non-
speculative interest rate Hedging Agreement related to the Loans to be amended by adherence to a final
protocol published by, or other amendment promulgated by, the International Swaps and Derivatives
Association, Inc. (“ISDA”) to facilitate the replacement of such Benchmark or if any non-speculative
interest rate Hedging Agreement related to the Loans is entered into after the Amendment No. 3 Effective
Date and is subject to ISDA Definitions amended after the Amendment No. 3 Effective Date that reflect a
replacement of such Benchmark used in this Agreement on the Amendment No. 3 Date; or
(iv)either (A) a notification is made by TCG to the Administrative Agent or (B) a notification
is made by the Administrative Agent to TCG, and TCG agrees in writing that such notification constitutes a
Benchmark Trigger Event (as defined below), in each case, that at least five currently outstanding
syndicated credit facilities of the same currency as this facility, each available for review (including by way
of availability through posting on DebtDomain, IntraLinks, Debt X, SyndTrak Online or by similar
electronic means) and identified by TCG or the Administrative Agent, as applicable, in such notice, contain
(as a result of amendment or as originally executed) as a benchmark interest rate, in lieu of Term SOFR or
the Eurocurrency Rate (or similar Benchmark) a replacement benchmark rate (each of (i) through (iv), a
“Benchmark Trigger Event”),
then (x) if a Benchmark Trigger Event pursuant to clause (i) of the definition thereof has occurred, the
Benchmark Replacement Rate will replace the Benchmark on the applicable Benchmark Replacement Date, with
respect to this facility, for all purposes hereunder and under any Loan Document in respect of the Benchmark, with
respect to the facility, without any amendment to, or further action or consent of any other party to, this Agreement
or any other Loan Document (it being understood that, in connection with the implementation of a Benchmark
Replacement Rate pursuant to this clause (x), the Administrative Agent will have the right to make Benchmark
Replacement Conforming Changes from time to time (to the extent expressly provided in the definition of
“Benchmark Replacement Conforming Changes”, with the consent of TCG) and, notwithstanding anything to the
contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement
Conforming Changes will become effective without any further action or consent of any other party to this
Agreement or any other Loan Document), and (y) if a Benchmark Trigger Event pursuant to clauses (ii) – (iv) of the
definition thereof has occurred, the Administrative Agent and TCG may establish an alternate benchmark floating
rate of interest to Adjusted Term SOFR or the Eurocurrency Rate that is a Benchmark Replacement Rate, and may
enter into an amendment to this Agreement (the “Benchmark Replacement Amendment”) to reflect such Benchmark
Replacement Rate and such other related changes to this Agreement with respect thereto as may be applicable in
their discretion, including provisions for the Administrative Agent and TCG to allow for the adoption (without
further amendment) of a term structure and any Benchmark Replacement Conforming Changes; provided, further,
that any Benchmark Replacement Rate implemented pursuant to this Section 2.07 shall only be implemented to the
extent it is commercially, operationally and administratively practicable for the Administrative Agent to administer
(as determined by the Administrative Agent in its sole discretion).  Notwithstanding anything to the contrary herein,
the Benchmark Replacement Amendment (i) shall become effective without any further action or consent of any
other party to this Agreement and (ii) may designate the timing of effectiveness of the Benchmark Replacement Rate
(including pursuant to the occurrence of identified conditions).
(c)If a Benchmark Trigger Event pursuant to clauses (ii) – (iv) of the definition thereof has occurred
and there is not a Benchmark Replacement Rate, then the Administrative Agent and TCG may establish an alternate
benchmark floating term rate of interest to Adjusted Term SOFR or the Eurocurrency Rate that is not a Benchmark
Replacement Rate, which may include a spread or method for determining a spread or other adjustments or
modifications (including to make appropriate adjustments for the duration and time for determination of such rate in
relation to any applicable Interest Period), and enter into a Benchmark Replacement Amendment to reflect such
alternate rate of interest, which amendment shall become effective within five Business Days of the date that notice
of such alternate rate of interest is provided to the Lenders unless prior to the end of such five Business Day period
the Administrative Agent receives a written notice from the Majority Lenders stating that such Majority Lenders
object to such alternate rate of interest (the “Alternative Benchmark Rate”); provided that any Alternative
Benchmark Rate implemented pursuant to this paragraph shall only be implemented to the extent it is commercially,
operationally and administratively practicable for the Administrative Agent to administer (as determined by the
Administrative Agent in its sole discretion).  For the avoidance of doubt, if the Alternative Benchmark Rate as so
determined pursuant to any clause above for the would be less than the Floor, the Alternative Benchmark Rate will
be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
(d)Following the effectiveness of the Benchmark Replacement Rate or the Benchmark Replacement
Amendment, if any Benchmark Trigger Event occurs with respect to the Benchmark Replacement Rate or the
Alternative Benchmark Rate identified in such Benchmark Replacement Amendment (including, for the avoidance
of doubt, any change in or alternative to the Benchmark Replacement Adjustment or any change in or alternative to
a compounded or term methodology for calculating such benchmark), then the Administrative Agent and TCG may
enter into an additional Benchmark Replacement Amendment to reflect another Benchmark Replacement Rate
without any further action or consent of any other party to this Agreement or to reflect an Alternative Benchmark
Rate, which amendment, for the avoidance of doubt, shall become effective within five Business Days of the date
that notice of such alternate rate of interest is provided to the Lenders, unless prior to the end of such five Business
Day period the Administrative Agent receives a written notice from the Majority Lenders stating that such Majority
Lenders object to such alternate rate of interest; provided that, with respect to any such additional Benchmark
Replacement Amendment to reflect another Benchmark Replacement Rate, the Majority Lenders shall (i) not be
entitled to object to any such Benchmark Replacement Rate based on SOFR or SONIA contained in such additional
Benchmark Replacement Amendment and (ii) only be entitled to object to the Benchmark Replacement Adjustments
with respect thereto.
(e)At any time (including in connection with the implementation of a Benchmark Replacement Rate),
(i) if the then-current Benchmark is a term rate (including Term SOFR), then the Administrative Agent may remove
any tenor of such Benchmark that it reasonably determines is unavailable or non-representative for Benchmark
(including Benchmark Replacement Rate) settings and (ii) the Administrative Agent may reinstate any such
previously removed tenor for Benchmark (including Benchmark Replacement Rate) settings.
(f)The Administrative Agent does not warrant or accept any responsibility for, and shall not have any
liability with respect to, the administration, submission or any other matter related to Adjusted Term SOFR, the
Eurocurrency Rate, or with respect to any alternative, successor or replacement rate thereof (including any
Benchmark Replacement Rate), or any calculation, component definition thereof or rate referenced in the definition
thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any
Benchmark Replacement) implemented pursuant to this Section 2.07, upon the occurrence of a Benchmark
Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming
Changes pursuant to clause (b) of this Section 2.07, including without limitation, whether the composition or
characteristics of any such alternative, successor or replacement reference rate (including any Benchmark
Replacement) will be similar to, or produce the same value or economic equivalence of, Adjusted Term SOFR or the
Eurocurrency Rate or have the same volume or liquidity as did Adjusted Term SOFR or the Eurocurrency Rate or
Adjusted Term SOFR or the Eurocurrency Rate prior to the discontinuance or unavailability of Adjusted Term
SOFR or the Eurocurrency Rate, as applicable.  In addition, the discontinuation of Adjusted Term SOFR or
Eurocurrency Rate, and any alternative, successor or replacement reference rate may result in a mismatch between
the reference rate referenced in this Agreement and your other financial instruments, including potentially those that
are intended as hedges.  The Administrative Agent and its Affiliates and/or other related entities may engage in
transactions that affect the calculation of Adjusted Term SOFR or the Eurocurrency Rate, or any alternative,
successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in
each case, with all determinations of Adjusted Term SOFR or the Eurocurrency Rate or such alternative, successor
or replacement rate by the Administrative Agent to be conclusive, absent manifest error.  The Administrative Agent
may select information sources or services in its reasonable discretion to ascertain Adjusted Term SOFR or the
Eurocurrency Rate, or any component definition thereof or rates referred to in the definition thereof, or any such
alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended,
amended and restated, supplemented or otherwise modified from time to time), and shall have no liability to the
Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special,
punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and
whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any
such information source or service.
(g)As used in this Section 2.07:
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark,
as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may
be used for determining the length of an interest period pursuant to this Agreement as of such date and not including,
for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest
Period” pursuant to Section 2.07(d).
“Benchmark” means, initially, the (i) the Term SOFR Reference Rate or (ii) with respect to Alternative
Currencies, the Eurocurrency Rate; provided that if a Benchmark Trigger Event has occurred with respect to the
Term SOFR Reference Rate, the Eurocurrency Rate or the then current Benchmark, then “Benchmark” means the
applicable Benchmark Replacement Rate to the extent that such Benchmark Replacement Rate has replaced such
prior benchmark rate pursuant to Section 2.07.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current
Benchmark with an Unadjusted Benchmark Replacement for each applicable Interest Period (to the extent an
Interest Period remains applicable, otherwise, such other period and Available Tenor):
(1)for purposes of clause (i)(a) of the definition of “Benchmark Replacement Rate”, the first
alternative set forth in the order below that can be determined by the Administrative Agent:
(a)the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) as of the Reference Time such
Benchmark Replacement is first set for such Interest Period that has been selected or
recommended by the Relevant Governmental Body for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding
Tenor;
(b)the spread adjustment (which may be a positive or negative value or zero) as of the
Reference Time such Benchmark Replacement is first set for such Interest Period that
would apply to the fallback rate for a derivative transaction referencing the ISDA
Definitions to be effective upon an index cessation event with respect to such Benchmark
for the applicable Corresponding Tenor; and
(2)for purposes of clause (i)(b) and clause (ii) of the definition of “Benchmark Replacement Rate”,
the spread adjustment, or method for calculating or determining such spread adjustment, (which
may be a positive or negative value or zero) that has been selected by TCG and the Administrative
Agent giving due consideration to (i) any selection or recommendation of a spread adjustment, or
method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant
Governmental Body, (ii) any evolving or then-prevailing market convention for determining a
spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
syndicated credit facilities of the applicable currency at such time and (iii) the making of
appropriate adjustments for the duration and time for determination of the Benchmark
Replacement Rate in relation to any applicable Interest Period;
provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information
service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative
Agent in its reasonable discretion.
“Benchmark Replacement Amendment” has the meaning specified in Section 2.07(b).
“Benchmark Replacement Conforming Changes” means, with respect to any proposed Benchmark
Replacement Amendment, any technical, administrative or operational changes (including changes to the
definition of “ABR,” the definition of “Interest Period,” the definition of “Business Day,” the definition of “U.S.
Government Securities Business Day,” timing and frequency of determining rates and making payments of
interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback
periods, the applicability of breakage provisions, the formula for calculating any successor rates identified
pursuant to the definition of “Benchmark Replacement”, the formula, methodology or convention for applying the
successor Floor to the successor Benchmark Replacement and other technical, administrative or operational
matters) that the Administrative Agent (or, for purposes of clause (i)(c) and clause (ii) of the definition of
“Benchmark Replacement Rate”, the Administrative Agent with the consent of TCG) reasonably determines may
be appropriate to reflect the adoption and implementation of such Benchmark Replacement Rate and the other
provisions contemplated by Section 2.07 (provided that any such change that is not substantially consistent with
both (x) market practice and (y) other syndicated credit facilities for similarly situated sponsors denominated in
the same currency as this facility for which Mizuho acts as administrative agent shall be determined by the
Administrative Agent in consultation with TCG), and to permit the administration thereof by the Administrative
Agent in a manner substantially consistent with both (x) market practice and (y) other syndicated credit facilities
for similarly situated sponsors denominated in the same currency as this facility for which Mizuho acts as
administrative agent (or, if the Administrative Agent decides that adoption of any portion of such market practice
is not administratively feasible or if the Administrative Agent determines that no market practice for the
administration of the Benchmark Replacement Rate exists, in such other manner of administration as the
Administrative Agent, in consultation with TCG (or, for purposes of clauses (i)(c) and clause (ii) of the definition
of “Benchmark Replacement Rate”, the Administrative Agent with the consent of TCG), determines is reasonably
necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the
then-current Benchmark:
(1)in the case of clause (i)(A) of the definition of “Benchmark Trigger Event,” the date on which the
administrator of the Term SOFR Reference Rate or the Eurocurrency Rate permanently or
indefinitely ceases to provide all Available Tenors of such Benchmark; or
(2)in the case of clause (i)(B) of the definition of “Benchmark Trigger Event,” the later of (a) the date
of the public statement or publication of information referenced therein and (b) the date on which
the administrator of such Benchmark permanently or indefinitely ceases to provide all Available
Tenors of such Benchmark.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same
day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date
will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any
Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current
Available Tenors of such Benchmark (or the published component used in the calculation thereof).
(3) “Benchmark Replacement Rate” means:
(i)in the case of Loans denominated in Dollars, if a Benchmark Trigger Event pursuant to clause (i)
of the definition thereof has occurred, the first alternative set forth in the order below that can be
determined by the Administrative Agent upon such occurrence:
(a)the sum of (a) Daily Simple SOFR and (b) the related Benchmark Replacement
Adjustment; and
(b)the sum of: (a) the alternate benchmark rate that has been selected by TCG and the
Administrative Agent giving due consideration to (i) any selection or recommendation of a
replacement rate or the mechanism for determining such a rate by the Relevant
Governmental Body or (ii) any evolving or then-prevailing market convention for
determining a rate of interest as a replacement to the then-current Benchmark for syndicated
credit facilities of the applicable currency at such time and (b) the related Benchmark
Replacement Adjustment; 
(ii)if a Benchmark Trigger Event pursuant to clauses (ii) – (iv) of the definition thereof has occurred,
the sum of: (a) the alternate benchmark rate that has been selected by TCG and the Administrative
Agent giving due consideration to (i) any selection or recommendation of a replacement rate or the
mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or
then-prevailing market convention for determining a rate of interest as a replacement to the then-
current Benchmark for syndicated credit facilities of the applicable currency and (b) the
Benchmark Replacement Adjustment;
provided that, if the Benchmark Replacement Rate as so determined pursuant to any clause above for the would
be less than the Floor, the Benchmark Replacement Rate will be deemed to be the Floor for the purposes of this
Agreement and the other Loan Documents.
“Benchmark Trigger Event” has the meaning specified in Section 2.07(b).
“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor
(including overnight) or an interest payment period having approximately the same length (disregarding business
day adjustment) as such Available Tenor.
“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a
lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected
or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated
business loans; provided, that if the Administrative Agent decides that any such convention is not administratively
feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its
reasonable discretion.
“Daily Simple SONIA” means, for any day (a “SONIA Interest Day”), a rate per annum equal to, for any
Loans denominated British Pounds Sterling, the greater of (i) SONIA for the day that is five (5) London Banking
Days prior to (A) if such SONIA Interest Day is a London Banking Day, such SONIA Interest Day or (B) if such
SONIA Interest Day is not a London Banking Day, the London Banking Day immediately preceding such SONIA
Interest Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA
Administrator’s Website, and (ii) 0%.
“ISDA Definitions” means the 2006 ISDA Definitions published by ISDA or any successor thereto, as
amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives
published from time to time by ISDA or such successor thereto.
“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such
Benchmark is the Term SOFR Reference Rate, 5:00 a.m. (New York time) on the day that is two U.S.
Government Securities Business Days preceding the date of such setting, (2) if such Benchmark is the
Eurocurrency Rate, 11:00 a.m. (London time) on the day that is two London Banking days preceding the date of
such setting, and (2) if such Benchmark is not the Term SOFR Reference Rate or the Eurocurrency Rate, the time
determined by the Administrative Agent in its reasonable discretion.
“Relevant Administrator” has the meaning specified in Section 2.07(b)(i).
“Relevant Governmental Body” means (i) with respect to any Benchmark denominated in Dollars, the
Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve
Bank of New York, or any successor thereto or (ii) with respect to any Benchmark denominated in a currency
other than Dollars, (a) the central bank for the currency in which such Benchmark is denominated or any central
bank or the regulatory supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof), (b) any working group or committee officially endorsed or convened by (1) the central
bank for the currency in which such Benchmark is denominated, (2) any central bank or other supervisor that is
responsible for supervising either (A) such Benchmark or (B) the administrator of such Benchmark, (3) a group of
those central banks or other supervisors, (4) the Financial Stability Board or any part thereof, (c) an insolvency
official with jurisdiction over the administrator for such Benchmark (or such component), (d) a resolution
authority with jurisdiction over the administrator for such Benchmark (or such component) or (e) a court or an
entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such
component).
“SONIA” means a rate per annum equal to the Sterling Overnight Index Average as administered by the
SONIA Administrator.
“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling
Overnight Index Average).
“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://
www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such
by the SONIA Administrator from time to time.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement Rate
excluding the related Benchmark Replacement Adjustment.
ARTICLE III
PAYMENTS
SECTION 3.01Repayment.  Each Borrower (on a several and not joint basis) agrees to repay the full
principal amount of each 2025 Tranche Revolving Loan made to such Borrower by each Lender, and each such
2025 Tranche Revolving Loan shall mature, on the 2025 Termination Date.  Each Borrower (on a several and not
joint basis) agrees to repay the full principal amount of each 2027 Tranche Revolving Loan made to such Borrower
by each Lender, and each such 2027 Tranche Revolving Loan shall mature, on the 2027 Termination Date.
SECTION 3.02Interest.
(a)Ordinary Interest.  Each Borrower (on a several and not joint basis) agrees to pay interest on the
unpaid principal amount of each Loan made to such Borrower, from the date of such Loan until such principal
amount shall be paid in full, at the following rates per annum:
(i)ABR Loans.  While such Loan is an ABR Loan, a rate per annum equal to the ABR in
effect from time to time plus the Applicable Margin as in effect from time to time, interest under this clause
(i) to be payable quarterly in arrears on the last Business Day of each March, June, September and
December and on the date such ABR Loan shall be Converted and on the date of each payment of principal
thereof.
(ii)SOFR Loans.  While such Loan is a SOFR Loan, a rate per annum for each Interest
Period for such Loan equal to Adjusted Term SOFR for such Interest Period plus the Applicable Margin as
in effect from time to time, interest under this clause (ii) to be payable on the last day of such Interest
Period and, if such Interest Period has a duration of more than three months, on the date three months after
the first day of such Interest Period, and on each date on which such SOFR Loan shall be Continued or
Converted and on the date of each payment of principal thereof.
(iii)Eurocurrency Loans.  While such Loan is a Eurocurrency Loan, a rate per annum for each
Interest Period for such Loan equal to the Eurocurrency Rate for such Interest Period plus the Applicable
Margin as in effect from time to time, interest under this clause (iii) to be payable on the last day of such
Interest Period and, if such Interest Period has a duration of more than three months, on the date three
months after the first day of such Interest Period, and on each date on which such Eurocurrency Loan shall
be Continued or Converted and on the date of each payment of principal thereof.  Notwithstanding the
foregoing, interest on Loans calculated based on Daily Simple SONIA shall be payable quarterly in arrears
on the last Business Day of March, June, September and December of each year.
(b)Default Interest.  Notwithstanding the foregoing, each Borrower (on a several and not joint basis)
shall pay interest on:
(i)any principal of any Loan made to such Borrower that is not paid when due (whether at
scheduled maturity or otherwise), payable on demand and in any event on the date such amount shall be
paid, at a rate per annum equal at all times to two percent (2%) per annum above the rate per annum
required to be paid on such Loan pursuant to said Section 3.02(a)(i) or (a)(ii), as applicable; and
(ii)any interest, fee or other amount (other than any principal) owing from such Borrower
that is not paid when due, from the due date thereof until such amount shall be paid, payable on demand
and in any event on the date such amount shall be paid in full, at a rate per annum equal at all times to two
percent (2%) per annum above the rate per annum then required to be paid on ABR Loans.
SECTION 3.03[Reserved]. 
SECTION 3.04Interest Rate Determinations. 
(a)Notice of Interest Rates.  The Administrative Agent shall give prompt notice to TCG and the
Lenders of the applicable interest rates determined by the Administrative Agent.
(b)SOFR Rate or Eurocurrency Rate Inadequate.  Subject to Section 2.07, if, with respect to any
SOFR Loan or Eurocurrency Loan, the Majority Lenders notify the Administrative Agent that Adjusted Term SOFR
or the Eurocurrency Rate, as applicable, for any Interest Period for such Loans will not fairly reflect the cost to such
Majority Lenders of making, funding or maintaining their respective SOFR Loans or Eurocurrency Loans for such
Interest Period, the Administrative Agent shall so notify TCG and the Lenders, whereupon:
(i)any Notice of Borrowing requesting a Borrowing comprised of SOFR Loans or
Eurocurrency Loans, as applicable, shall be ineffective;
(ii)each SOFR Loan or Eurocurrency Loan, as applicable, will automatically, on the last day
of the then current Interest Period therefor, be Converted into an ABR Loan; and
(iii)the obligation of the Lenders to make or Continue, or to Convert Loans into, SOFR Loans
or Eurocurrency Loans, as applicable, shall be suspended until the Administrative Agent shall notify the
Borrowers and such Lenders that the circumstances causing such suspension no longer exist.
(c)Certain Mandatory Conversions.
(i)Upon the occurrence and during the continuance of any Event of Default, (x) each SOFR
Loan or Eurocurrency Loan will automatically, on the last day of the then current Interest Period therefore,
be Converted into an ABR Loan and (y) the obligation of the Lenders to make or Continue, or to Convert
Loans into, SOFR Loans or Eurocurrency Loans, as applicable, shall be suspended.
(ii)If this Agreement shall require that any Eurocurrency Loan denominated in an Alternate
Currency be Converted to an ABR Loan, the Borrower of such Loan shall on the last day of the current
Interest Period pay or prepay the full amount of such Eurocurrency Loan (provided that the foregoing shall
not prevent any Borrower from borrowing additional Loans to the extent otherwise permitted hereunder).
SECTION 3.05Voluntary Conversion or Continuation of Loans. 
(a)Conversions.  The requesting Borrower may on any Business Day, upon written notice given to
the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day prior to the date of
the proposed Conversion, Convert all or any portion of the outstanding Loans of one Type comprising part of the
same Borrowing into Loans of the other Type; provided that (x) Eurocurrency Loans denominated in any Alternate
Currency may not be converted to ABR Loans and (y) in the case of any such Conversion of a SOFR Loan into an
ABR Loan on a day other than the last day of an Interest Period therefor, the Borrower of such Loan shall promptly
reimburse the Lenders the amounts provided in Section 3.12 relating to such prepayment. Each such notice of a
Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Loans to be
Converted, and (z) if such Conversion is into SOFR Loans, the duration of the initial Interest Period for each such
Loan.  Each notice of Conversion shall be irrevocable and binding on the Borrowers.
(b)Continuations.  The requesting Borrower may, on any Business Day, upon written notice given to
the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day prior to the date of
the proposed Continuation, Continue all or any portion of the outstanding SOFR Loans or Eurocurrency Loans
comprising part of the same Borrowing for one or more Interest Periods.  Each such notice of a Continuation shall,
within the restrictions specified above, specify (i) the date of such Continuation, (ii) the SOFR Loan or
Eurocurrency Loans to be Continued and (iii) the duration of the next Interest Period for the SOFR Loans or the
Eurocurrency Loans, as applicable, subject to such Continuation.  Each notice of Continuation shall be irrevocable
and binding on the Borrowers.
SECTION 3.06Prepayments of Loans. 
(a)Optional Prepayment.  The requesting Borrower may, on notice (given not later than 11:00 a.m.
(New York time) on the Business Day of the proposed prepayment of Loans, with respect to ABR Loans, and on the
third Business Day prior to the date of prepayment with respect to SOFR Loans or Eurocurrency Loans) stating the
proposed date and aggregate principal amount (stated in Dollars) of the prepayment, and if such notice is given such
Borrower shall prepay the outstanding principal amounts of the Loans comprising part of the same Borrowing in
whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount
prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount not less than
$5,000,000 or integral multiples of $1,000,000 (or, in the case of any Loan denominated in an Alternate Currency,
an aggregate principal amount not less than £5,000,000 or €5,000,000 or integral multiples of £1,000,000 or
€1,000,000, as applicable) in excess thereof and (ii) in the case of any such prepayment of a SOFR Loan or a
Eurocurrency Loan on a day other than the last day of an Interest Period therefor, such Borrower shall reimburse the
Lenders the amounts provided in Section 3.12 relating to such prepayment.
(b)Alternate Currency Revaluation.  If at any time by reason of fluctuations in foreign exchange rates
(i) the 2025 Tranche Revolving Credit Exposure exceeds 105% of the then aggregate amount of the 2025 Tranche
Commitments, (ii) the 2027 Tranche Revolving Credit Exposure exceeds 105% of the then aggregate amount of the
2027 Tranche Commitments or (iii) the L/C Exposure exceeds 105% of the Letter of Credit Facility Amount, the
Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Borrowers,
specifying the amount to be prepaid under this clause (b), and the Borrowers (on a several and not joint basis) shall
prepay their respective Loans or provide cash collateral for or otherwise backstop their respective outstanding
Letters of Credit on terms reasonably satisfactory to the Borrowers, the Issuing Lender and the Administrative
Agent, in such aggregate amount as may be required to cause (A) the 2025 Tranche Revolving Credit Exposure
(treating such cash collateralization or other backstopping for purposes hereof as a reduction in such 2025 Tranche
Revolving Credit Exposure) to be equal to or less than the aggregate amount of the 2025 Tranche Commitments, (B)
the 2027 Tranche Revolving Credit Exposure (treating such cash collateralization or other backstopping for purposes
hereof as a reduction in such 2027 Tranche Revolving Credit Exposure) to be equal to or less than the aggregate
amount of the 2027 Tranche Commitments and (C) the L/C Exposure to be equal to or less than the Letter of Credit
Facility Amount, such payments or other measures to be made within 10 Business Days of demand or, in the case of
prepayment of SOFR Loans or Eurocurrency Loans, on the date that is the earlier of (x) the last day of the then
current Interest Period therefor and (y) the last Business Day of the first full calendar month after such revaluation,
provided that any such prepayment shall be accompanied by any amounts payable under Section 3.12.  The
determinations of the Administrative Agent hereunder shall be conclusive and binding on the Borrowers in the
absence of manifest error.
SECTION 3.07Payments; Computations; Etc.
(a)Pro rata Payments.  Subject to the express provisions of this Agreement which require, or permit,
differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, the Loans comprising
each Borrowing shall be made pro rata among the Lenders based on their respective Applicable Commitment
Percentages.  Except as otherwise provided in the immediately preceding sentence and otherwise hereunder, all
payments of principal of and interest on the Loans shall be made for the pro rata account of the Lenders based on the
respective outstanding principal amounts thereof, and all payments of commitment fees and letter of credit
commission shall be made for the pro rata account of the Lenders based on their respective Applicable Commitment
Percentages.
(b)Lenders’ Obligations Several.  The obligations of the Lenders under this Agreement are several
and the failure of any Lender to make any Loan or any payment required to be made by it hereunder shall not relieve
any other Lender of its obligations hereunder, nor shall any Lender be responsible for any other Lender’s failure to
make any Loan required to be made by such other Lender.
(c)Currencies.  All payments by the Borrowers of or in respect of principal of and interest on and
other amounts directly relating to any Loan that are denominated in an Alternate Currency shall be made in such
Alternate Currency.  All payments of principal and interest on any Loan denominated in Dollars, all payments in
respect of any Letter of Credit, and all payments of fees payable pursuant to Section 2.03(c), commitment fees and
agency fees hereunder and all other payments by any Borrower provided for in this Agreement, except as provided
in the preceding sentence, shall be made in Dollars.
(d)Payments.
(i)Subject to Section 3.11, the Borrowers shall make each payment hereunder and under
each other Loan Document without setoff, counterclaim or deduction of any kind to the Administrative
Agent at the Administrative Agent’s Account in the Principal Financial Center for the relevant Currency
not later than 11:00 a.m. Local Time on the due date of such payment (each such payment made after such
time on such date to be deemed to have been made on the next Business Day).
(ii)The Administrative Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal or interest ratably to the Lenders as provided in Section 3.07(a) for the
account of their respective Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case
to be applied in accordance with the terms of this Agreement.  Upon its acceptance of an Assignment and
Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c),
from and after the assignment date set forth therein, the Administrative Agent shall remit all payments
hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder,
and the parties to such Assignment and Assumption shall make all appropriate adjustments in such
payments for periods prior to such assignment date directly between themselves.
(e)Computations.  All computations of interest based on the ABR (except any Federal Funds Rate
component thereof) and with respect to Loans denominated in British Pounds Sterling shall be made by the
Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days
(including the first day but excluding the last day) occurring in the period for which such interest is payable.  All
computations of interest based on Adjusted Term SOFR or the Eurocurrency Rate (except with respect to Loans
denominated in British Pounds Sterling) or the Federal Funds Rate and of commitment fee shall be made by the
Administrative Agent, and any computations of amounts payable pursuant to Section 3.03, shall be made on the
basis of a year of 360 days, for the actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or other amount is payable.  Each determination by the
Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest
error.
(f)Payment Dates.  Whenever any payment hereunder or under the Notes would be due on a day
other than a Business Day, such due date shall be extended to the next succeeding Business Day, and any such
extension of such due date shall in such case be included in the computation of interest; provided that if such
extension would cause payment of principal or interest in respect of SOFR Loans or Eurocurrency Loans to be made
in the next following calendar month, such payment shall be made on the next preceding Business Day.
(g)Presumption by Administrative Agent.
(i)Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such
Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its
share available at such time in accordance with Section 2.01(b) and may (but shall not be obligated), in
reliance upon such assumption, make available to a Borrower a corresponding amount.  In such event, if a
Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent,
then (A) the applicable Lender, on one hand, and (B) the Borrower of such Borrowing, on the other hand,
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made available to such Borrower
to but excluding the date of payment to the Administrative Agent, at (x) in the case of a payment to be
made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation and (y) in the case of a
payment to be made by a Borrower, the interest rate applicable to ABR Loans.  If a Borrower and such
Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such
Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any
payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender
that shall have failed to make such payment to the Administrative Agent.
(ii)Unless the Administrative Agent shall have received notice from TCG prior to the date
on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the
Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have
made such payment on such date in accordance herewith and may (but shall not be obligated), in reliance
upon such assumption, distribute to the Lenders the amount due.  In such event, if the Borrowers have not
in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation (if such Loan is denominated
in Dollars) or at the overnight London interbank offered rate for the relevant Currency (if such Loan is
denominated in an Alternate Currency).
SECTION 3.08Sharing of Payments, Etc.  If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other
obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its
Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided
herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or
make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and other amounts owing them, provided that:
(i)if any such participation is purchased and all or any portion of the related payment is
recovered, such participation shall be rescinded and the purchase price restored to the extent of such
recovery, without interest; and
(ii)the provisions of this subsection shall not be construed to apply to (x) any payment made
by the Borrowers pursuant to and in accordance with the express terms of this Agreement or (y) any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its
Loans other than to a Borrower or any Subsidiary thereof (as to which the provisions of this subsection
shall apply).
The Borrowers consent to the foregoing and agree, to the extent it may effectively do so under applicable law, that
any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower of
the Loan to which such participation relates, rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.
SECTION 3.09Increased Costs. 
(a)If any Change in Law shall:
(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account of, or credit
extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.03)
or the Issuing Lender;
(ii)impose on any Lender or the Issuing Lender or the applicable offshore interbank market
for the applicable Alternate Currency any other condition, cost or expense (other than Taxes) affecting this
Agreement or any SOFR Loans or Eurocurrency Loans made by such Lender or any Letter of Credit or
participation therein; or
(iii)subject the Lender to any Taxes (other than Indemnified Taxes or Excluded Taxes) in
respect of its loans, letters of credit, commitments, or other obligations or its deposits, reserves, or other
liabilities or capital attributable thereto;
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any
SOFR Loan or Eurocurrency Loan (or of maintaining its obligation to make any SOFR Loans or Eurocurrency
Loan), or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the
amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (whether of principal,
interest or any other amount) then, from time to time upon request of such Lender or the Issuing Lender, each
Borrower (on a several and not joint basis) will pay to such Lender or the Issuing Lender such additional amount or
amounts with respect to the SOFR Loans or Eurocurrency Loans and Letters of Credit of such Borrower as will
compensate such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction
suffered with respect to the SOFR Loans or Eurocurrency Loans and Letters of Credit of such Borrower. 
(b)Capital Requirements.  If any Lender or the Issuing Lender determines that any Change in Law
affecting such Lender or the Issuing Lender or any lending office of such Lender or the Issuing Lender or such
Lender’s or the Issuing Lender’s holding company, if any, regarding capital or liquidity requirements has or would
have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of
such Lender’s or the Issuing Lender’s holding company as a consequence of this Agreement, the Commitments of
such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letter of Credit
issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the
Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such
Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company
with respect to capital adequacy), then from time to time upon request of such Lender or the Issuing Lender, each
Borrower (on a several and not joint basis) will pay to such Lender or the Issuing Lender, as the case may be, such
additional amount or amounts with respect to the Loans made to, or Letters of Credit issued on behalf of, such
Borrower, as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding
company for such reduction.
(c)Certificates for Reimbursement.  A certificate of any Lender or the Issuing Lender setting forth the
amount or amounts and a reasonable basis for the determination thereof necessary to compensate such Lender or the
Issuing Lender or its holding company, as the case may be, as specified in clauses (a) or (b) of this Section 3.09 and
delivered to TCG shall be conclusive on all Borrowers absent manifest error.  Each Borrower (on a several and not
joint basis) shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due from such
Borrower on any such certificate within 10 Business Days after receipt thereof.
(d)Delay in Requests.  Failure or delay on the part of any Lender or the Issuing Lender to demand
compensation pursuant to this Section 3.09 shall not constitute a waiver of such Lender’s or the Issuing Lender’s
right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or the
Issuing Lender pursuant to this Section 3.09 for any increased costs incurred or reductions suffered more than 180
days prior to the date that such Lender or the Issuing Lender, as the case may be, notifies TCG of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim
compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect
thereof).
SECTION 3.10Illegality.  Notwithstanding any other provision of this Agreement, if any Lender shall
notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for
such Lender or its Eurocurrency Lending Office to perform its obligations hereunder to make or Continue SOFR
Loans or Eurocurrency Loans or to fund or otherwise maintain Eurocurrency Loans hereunder, (a) the obligation of
the Lender to make or Continue, or to Convert Loans into, SOFR Loans or Eurocurrency Loans, as applicable, shall
be suspended until the Administrative Agent shall notify TCG and the Lenders that the circumstances causing such
suspension no longer exist and (b) each SOFR Loan or Eurocurrency Loan, as applicable, of such Lender shall
convert into an ABR Loan at the end of the then current Interest Period for such SOFR Loan or Eurocurrency Loan,
if such Lender may lawfully continue to maintain such SOFR Loans or Eurocurrency Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such SOFR Loans or Eurocurrency Loans.
SECTION 3.11Taxes. 
(a)All payments by or on account of any obligation of any Obligor under any Loan Document shall
be made free and clear of and without reduction or withholding for any Taxes, except as required by applicable Law.
(b)In the event that any applicable Withholding Agent shall be required by applicable Laws to deduct
or withhold any Taxes in respect of any amounts payable under any Loan Document, (1) the applicable Withholding
Agent shall withhold such Taxes and timely remit such amounts to the applicable Governmental Authority and (2) to
the extent such Taxes are Indemnified Taxes,  the sum payable by the applicable Obligor shall be increased as
necessary so that after all such deductions or withholdings have been made (including any such deductions and
withholdings applicable to additional sums payable under this Section 3.11), the Lender (or, in the case of a payment
made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the
sum it would have received had no such deduction or withholding been made.
(c)The Borrowers shall timely pay to the relevant Governmental Authority in accordance with
applicable Laws, or at the option of the Administrative Agent, timely reimburse it for, any Other Taxes.
(d)The Borrowers shall jointly and severally indemnify the Administrative Agent and each Lender,
within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Section 3.11) payable or paid by such
Administrative Agent or Lender and any reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. 
A certificate as to the amount of such payment or liability delivered to any Borrower by a Lender (or by the
Administrative Agent on its behalf or on behalf of a Lender) shall be conclusive absent manifest error.
(e)TCG shall furnish to the Administrative Agent original or certified copies of official tax receipts in
respect of each payment of Indemnified Taxes by any Obligor required under this Section 3.11, as soon as
practicable after the date such payment is made, and the Borrowers shall promptly furnish to the Administrative
Agent at its request or, at the request of any Lender (through the Administrative Agent) to such Lender any other
information, documents and receipts that the Administrative Agent or such Lender may reasonably request to
establish that full and timely payment has been made of all Indemnified Taxes required to be paid under this Section
3.11.
(f)(i)  Each Lender that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a “Non-
U.S. Lender”) shall deliver to TCG and the Administrative Agent two executed originals of either U.S. Internal
Revenue Service Form W-8BEN or W-8BEN-E, as applicable, Form W-8ECI, Form W-8 IMY, Form W-8 EXP, or,
in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of “portfolio interest,” a statement substantially in the form of Exhibit E
and a Form W-8BEN or W-8BEN-E, as applicable, or any subsequent versions thereof or successors thereto,
properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced
rate of, U.S. federal withholding tax on any applicable payments by the Borrowers under this Agreement and the
other Loan Documents. Such documentation shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of TCG or the
Administrative Agent).
(ii)Each Lender that is a “U.S. Person” as defined in Section 7701(a)(30) of the Code shall
deliver to TCG and the Administrative Agent on or prior to the date on which such Lender becomes a
Lender under this Agreement (and from time to time thereafter upon the reasonable request of TCG or the
Administrative Agent), two executed originals of IRS Form W-9 certifying that such Lender is exempt
from U.S. federal backup withholding tax.
(iii)Each Lender shall deliver to TCG and the Administrative Agent at the time or times
prescribed by applicable law and at such time or times reasonably requested by TCG or the Administrative
Agent such documentation prescribed by applicable Laws and such additional documentation reasonably
requested by TCG or the Administrative Agent as may be necessary for either Borrower or the
Administrative Agent to comply with any obligations of such Borrower or the Administrative Agent under
FATCA or to determine whether a Lender has complied with its obligations under FATCA or to determine
the amount, if any, to withhold from any payment to such Lender. Solely for purposes of this clause (iii),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iv)Each Non-U.S. Lender shall, to the extent it is legally eligible to do so, deliver to TCG
and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about
the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of TCG or the Administrative Agent), executed copies of any other
form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed
by applicable Law to permit the Borrowers or the Administrative Agent to determine the withholding or
deduction required to be made.
(v)Upon the obsolescence, expiration or invalidity (in whole or in part) of any
documentation previously delivered by a Lender under this Section 3.11(f), such Lender shall promptly
provide TCG and the Administrative Agent with updated or other appropriate documentation or promptly
notify TCG and the Administrative Agent in writing of such Lender’s legal ineligibility to do so. 
(vi)Notwithstanding any other provision of this Section 3.11(f), no Lender shall be required
to deliver any documentation pursuant to this Section 3.11(f) that such Lender is not legally eligible to
provide.
(g)Each Lender hereby authorizes the Administrative Agent to deliver to the Obligors and to any
successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant
to this Section 3.11(f) .
(h)On or prior to the date on which it becomes a party to this Agreement, (A) the Administrative
Agent, and any successor or supplemental Administrative Agent, that is a U.S. Person shall provide to TCG two
duly completed original signed copies of IRS Form W-9 and (B) the Administrative Agent, and any successor or
supplemental Administrative Agent, that is not a U.S. Person shall deliver to TCG two duly completed original
signed copies of IRS Form W-8ECI with respect to payments to be received under the Loan Documents for its own
account and two duly completed original signed copies of IRS Form W-8IMY assuming primary responsibility for
withholding under Chapters 3 and 4 of the Code with respect to payments to be received under the Loan Documents
for the account of Lenders. Whenever a lapse in time or change in circumstance renders any such documentation
expired, obsolete or inaccurate in any respect, the applicable Administrative Agent shall deliver promptly to TCG
updated or other appropriate documentation or promptly notify TCG of its legal ineligibility to do so.
Notwithstanding anything to the contrary in this Section 3.11(g), no Administrative Agent shall be required to
deliver any documentation that such Administrative Agent is not legally eligible to deliver as a result of a Change in
Law after the date hereof.
(i)If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a
refund of any Indemnified Taxes as to which it has been indemnified by the Borrowers or with respect to which a
Borrower has paid additional amounts pursuant to this Section 3.11, it shall pay to such Borrower an amount equal
to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower
under this Section 3.11 with respect to the Indemnified Taxes giving rise to such refund), net of all reasonable out-
of-pocket expenses (including Taxes) of the Administrative Agent or any Lender, as the case may be, and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided
that each Borrower, upon the request of such Administrative Agent or any Lender, agrees to repay the amount paid
over to such Borrower to such Administrative Agent or Lender in the event such Administrative Agent or any
Lender is required to repay such refund to such Governmental Authority.  This subsection shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns or its books or records (or any other
information relating to its taxes that it deems confidential) to any Borrower or any other Person.
(j)For purposes of this Section 3.11, the term “Lender” shall include any Issuing Lender.
SECTION 3.12Break Funding Payments.  Each Borrower (on a several and not joint basis) agrees to
indemnify each Lender and to hold each Lender harmless from any loss, cost or expense incurred by such Lender
which is in the nature of funding breakage costs or costs of liquidation or redeployment of deposits or other funds
and any other related expense (but excluding loss of margin or other loss of anticipated profit), which such Lender
may sustain or incur as a consequence of (a) default by such Borrower in making any Borrowing of SOFR Loans or
Eurocurrency Loans after such Borrower has given a Notice of Borrowing requesting the same in accordance with
the provisions of this Agreement (including as a result of any failure to fulfill, on or before the date specified in such
Notice of Borrowing, the applicable conditions set forth in Article IV), (b) default by such Borrower in making any
prepayment of any SOFR Loan or Eurocurrency Loan when due after such Borrower has given notice thereof in
accordance with this Agreement, (c) the making by such Borrower of a prepayment of any SOFR Loan or
Eurocurrency Loan on a day which is not the last day of an Interest Period with respect thereto, (d) default by such
Borrower in payment when due of the principal of or interest on any SOFR Loan or Eurocurrency Loan, (e) the
Conversion or Continuation of any SOFR Loan or Eurocurrency Loan of such Borrower on a day other than on the
last day of an Interest Period with respect thereto, and (f) any assignment such Lender is required to make pursuant
to Section 3.13(b) if such Lender holds SOFR Loans or Eurocurrency Loans of such Borrower at the time of such
assignment. A certificate of any Lender setting forth any amount or amounts and a reasonable basis for the
determination thereof that such Lender is entitled to receive pursuant to this Section 3.12 and delivered to TCG shall
be conclusive absent manifest error.  Each Borrower (on a several and not joint basis) shall pay to such Lender the
amount due from such Borrower shown as due on any such certificate within 10 days after receipt thereof.
SECTION 3.13Mitigation Obligations; Replacement of Lenders. 
(a)Designation of a Different Lending Office.  If any Lender requests compensation under Section
3.09, or requires any Borrower to pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 3.11, then such Lender shall use reasonable efforts to designate a
different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, if, in the sole and absolute judgment of such Lender, such designation or assignment (i)
would eliminate or reduce amounts payable pursuant to Section 3.09 or 3.11, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender.
(b)Replacement of Lenders.  If any Lender requests compensation under Section 3.09, or if any
Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.11, or if any Lender becomes a Defaulting Lender, or if any Lender has failed to
consent to a proposed amendment, waiver, discharge or termination (such Lender, a “Non-Consenting Lender”) that,
pursuant to the terms of Section 9.01, requires the consent of all of the Lenders or all of the Lenders affected (and
such Lender is an affected Lender) and with respect to which the Majority Lenders shall have granted their consent,
then such Borrower may, at such Borrower’s sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations
under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(i)no Default or Event of Default has occurred and is continuing on and as of the date of
such notice and the date of such assignment;
(ii)such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and accrued interest thereon, accrued fees and all other amounts payable to it hereunder and
under the other Loan Documents (including any amounts under Sections 3.09, 3.11 or 3.12) from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the
case of all other amounts);
(iii)in the case of any such assignment resulting from a claim for compensation under Section
3.09 or payments required to be made pursuant to Section 3.11, such assignment will result in a reduction
in such compensation or payments thereafter;
(iv)such assignment does not conflict with applicable Laws; and
(v)in the case of a Lender becoming a Non-Consenting Lender, the applicable assignee shall
have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the applicable
change, waiver, discharge or termination (it being understood that the execution and delivery of an
Assignment and Assumption to reflect an assignment of a Non-Consenting Lender shall not be necessary).
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling a Borrower to require such assignment and delegation cease to
apply.  A Lender so replaced shall not be required to pay the processing and recordation fee referred to in Section
9.06(b). In connection with any such replacement, if any such replaceable Lender does not execute and deliver to the
Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business
Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such
replaceable Lender, then such replaceable Lender shall be deemed to have executed and delivered such Assignment
and Assumption without any action on the part of the replaceable Lender.
SECTION 3.14Defaulting Lenders.
(a)Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any
Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the
extent permitted by applicable law:
(i)Waivers and Amendments.  Such Defaulting Lender’s right to approve or disapprove any
amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the
definition of Majority Lenders.
(ii)Reallocation of Payments.  Any payment of principal, interest, fees or other amounts
received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or
mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from
a Defaulting Lender pursuant to Section 9.03 shall be applied at such time or times as may be determined
by the Administrative Agent as follows:  first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts
owing by such Defaulting Lender to the Issuing Lender hereunder; third, to cash collateralize the Issuing
Lenders’ L/C Exposure with respect to such Defaulting Lender; fourth, as any Borrower may request (so
long as no Default or Event of Default exists), to the funding of any Loan in respect of which such
Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the
Administrative Agent; fifth, if so determined by the Administrative Agent and TCG, to be held in a deposit
account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding
obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s
future L/C Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued
under this Agreement; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lenders as
a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing
to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C
Payments in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y)
such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in
Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C
Payments owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of
any Loans of, or L/C Payments owed to, such Defaulting Lender until such time as all Loans and funded
and unfunded participations in L/C Reimbursement Obligations are held by the Lenders pro rata in
accordance with their Applicable Commitment Percentages without giving effect to Section 3.14(a)(iv). 
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or
held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section
3.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto.
(iii)Certain Fees.  Each Defaulting Lender shall be entitled to receive the facility fee pursuant
to Section 2.03(b) for any period during which that Lender is a Defaulting Lender only to extent allocable
to the sum of (1) the outstanding principal amount of the Loans funded by it, and (2) its Total Commitment
Percentage of the stated amount of Letters of Credit for which it has provided cash collateral.  Each
Defaulting Lender shall be entitled to receive letter of credit fees pursuant to Section 2.03(c) for any period
during which that Lender is a Defaulting Lender only to the extent allocable to its Total Commitment
Percentage of the stated amount of Letters of Credit for which it has provided cash collateral pursuant to the
terms hereof.  With respect to any facility fee or letter of credit fee not required to be paid to any Defaulting
Lender pursuant to this Section 3.14(a)(iii), each Borrower (on a several and not joint basis) shall (x) pay to
each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with
respect to such Defaulting Lender’s participation in Letters of Credit issued on behalf of such Borrower that
has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the Issuing
Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to
the Issuing Lender’s L/C Exposure in respect of Letters of Credit issued on behalf of such Borrower to such
Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.
(iv)Reallocation of Participations to Reduce L/C Exposure.  All or any part of such
Defaulting Lender’s participation in Letters of Credit shall be reallocated among the Non-Defaulting
Lenders in accordance with their respective Total Commitment Percentages (calculated without regard to
such Defaulting Lender’s Commitments) but only to the extent that (x), if requested by the applicable
Issuing Lender, the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and,
unless the Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers
shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y)
such reallocation does not cause (A) the aggregate of the 2025 Tranche Revolving Credit Exposure
allocable to any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s 2025 Tranche
Commitment or (B) the aggregate of the 2027 Tranche Revolving Credit Exposure allocable to any Non-
Defaulting Lender to exceed such Non-Defaulting Lender’s 2027 Tranche Commitment. No reallocation
hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting
Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-
Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such
reallocation.
(v)Cash Collateral.  If the reallocation described in clause (iv) above cannot, or can only
partially, be effected, each Borrower (on a several and not joint basis) shall, without prejudice to any right
or remedy available to it hereunder or under law, promptly cash collateralize the Issuing Lenders’ L/C
Exposure in respect of Letters of Credit issued on behalf of such Borrower.
(b)Defaulting Lender Cure.  If TCG, the Administrative Agent and the Issuing Lender agree in
writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the
Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice
and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral),
such Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take
such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and
unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their
Applicable Commitment Percentages (without giving effect to Section 3.14(a)(iv)), whereupon that Lender will
cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees
accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and
provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder
from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising
from that Lender’s having been a Defaulting Lender.
(c)New Letters of Credit.  So long as any Lender is a Defaulting Lender, the Issuing Lender shall not
be required to issue, extend, renew or increase any Letter of Credit unless it is reasonably satisfied that it will have
no L/C Exposure after giving effect thereto.
ARTICLE IV
CONDITIONS PRECEDENT
SECTION 4.01Closing Conditions.  Effectiveness of this Agreement is subject to the satisfaction or
waiver of the following conditions precedent:
(a)The Administrative Agent’s receipt of the following:
(i)this Agreement, duly executed and delivered by the Borrowers and each of the other
parties hereto;
(ii)the Guarantee and Security Agreement, duly executed and delivered by the Borrowers
and Guarantors as of the Closing Date, together with duly prepared financing statements in form for filing
under the applicable UCC in the jurisdiction of formation of each Borrower;
(iii)All certificates and instruments representing or evidencing the Security Collateral (as
defined in the Guarantee and Security Agreement) in suitable form for transfer by delivery or accompanied
by duly executed instruments of transfer or assignments in blank and all other documents, agreements or
instruments necessary to perfect the Administrative Agent’s security interest in the Collateral;
(iv)[Reserved];
(v)the legal opinion of Latham & Watkins LLP, counsel to the Borrowers, in a form
reasonably acceptable to the Administrative Agent;
(vi)a certificate of an officer of TCG, dated the Closing Date, certifying that (a) the
representations and warranties contained in Section 5.01 and in the other Loan Documents are true and
correct in all material respects on and as of such date as though made on and as of such date and (b) no
event has occurred and is continuing on and as of such date which constitutes a Default or an Event of
Default;
(vii)a certificate attesting to the Solvency of the Borrowers and their respective Subsidiaries,
taken as a whole, after giving effect to the effectiveness of this Agreement and any Loans made or Letters
of Credit issued or outstanding on the Closing Date;
(viii)(a) all documentation and other information reasonably requested in writing at least five
Business Days prior to the Closing Date in order to allow the Administrative Agent to comply with
applicable “know your customer” and anti-money laundering rules and regulations, including without
limitation, the Patriot Act and (b) at least five days prior to the Closing Date, with respect to each Borrower
and any Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a
Beneficial Ownership Certification in relation to such Borrower or such Guarantor;
(ix)a keepwell agreement delivered by the Sponsor, pursuant to which the Sponsor agrees to
keep positive equity in each Borrower and to maintain at least an 66 2/3% ownership stake in each
Borrower;
(x)Organizational Documents:
(1) a certificate of the secretary or assistant secretary of each Obligor dated the
Closing Date, certifying (A) that attached thereto is a true and complete copy of each
Organizational Document of such Obligor certified (to the extent applicable) as of a
recent date by the Secretary of State (or other applicable Governmental Authority) of
the state of its organization, (B) that attached thereto is a true and complete copy of
resolutions duly adopted by the Board of Directors (or other applicable governing
body) of such Obligor authorizing the execution, delivery and performance of the
Loan Documents to which such person is a party and that such resolutions have not
been modified, rescinded or amended and are in full force and effect and (C) as to the
incumbency and specimen signature of each officer executing any Loan Document or
any other document delivered in connection herewith on behalf of such Obligor
(together with a certificate of another officer as to the incumbency and specimen
signature of the secretary or assistant secretary executing the certificate in this clause
(1));
(2) a certificate as to the good standing of each Obligor (in so-called “long-form” if
available) as of a recent date, from such Secretary of State (or other applicable
Governmental Authority); and
(3) such other documents as the Administrative Agent or any Lender may reasonably
request.
(xi)copies of UCC, United States Patent and Trademark Office and United States Copyright
Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or
searches, each of a recent date listing all effective financing statements, lien notices or comparable
documents that name any Obligor as debtor and that are filed in those jurisdictions where the
Administrative Agent has requested lien searches and such other searches that the Administrative Agent
deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered
by the Security Documents (other than Liens acceptable to the Administrative Agent).
(b)prior to the Closing Date, (i) the Borrowers shall have received cash proceeds from the Equity
Contribution and (ii) the Sponsor or its Affiliates, directly or indirectly, shall own (A) more than 66 2/3% of the
voting power of the outstanding Voting Shares of each Borrower and (B) at least 66 2/3% of the outstanding Equity
Interests of each Borrower.
(c)the Borrowers shall have paid all reasonable and documented fees and expenses (including fees,
charges and disbursements of counsel invoiced prior to the Closing Date) required to be paid on or prior to the
Closing Date to the Administrative Agent or the Lead Arranger in connection with this Agreement.
The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date.
SECTION 4.02Conditions Precedent to Each Borrowing and Issuance.  The obligations of (i) each 2025
Tranche Lender to make a 2025 Tranche Revolving Loan during the 2025 Availability Period on the occasion of
each 2025 Tranche Revolving Borrowing and of the Issuing Lender to issue a Letter of Credit under the 2025
Tranche Commitments shall be subject to the condition precedent that on the date of and after giving effect to such
2025 Tranche Revolving Borrowing or issuance under the 2025 Tranche Commitments, the total 2025 Tranche
Revolving Credit Exposure shall not exceed the then aggregate 2025 Tranche Commitments and (ii) each 2027
Tranche Lender to make a 2027 Tranche Revolving Loan during the 2027 Availability Period on the occasion of
each 2027 Tranche Revolving Borrowing and of the Issuing Lender to issue a Letter of Credit under the 2027
Tranche Commitments shall be subject to the condition precedent that on the date of and after giving effect to such
2027 Tranche Revolving Borrowing or issuance under the 2027 Tranche Commitments, the total 2027 Tranche
Revolving Credit Exposure shall not exceed the then aggregate 2027 Tranche Commitments.  As additional
conditions precedent to each of clauses (i) and (ii) above, as applicable, the following statements shall be true:
(a)the representations and warranties contained in Section 5.01 and in the other Loan Documents are
true and correct in all material respects on and as of the date of such Borrowing or issuance as though made on and
as of such date, except to the extent such representation or warranty expressly relates to an earlier date, in which
case it is true and correct in all material respects on and as of such earlier date;
(b)no event has occurred and is continuing, or would result from such Borrowing or issuance or from
the application of the proceeds from such Borrowing, which constitutes a Default or an Event of Default;
(c)the Debt to Equity Ratio of each Borrower shall be less than or equal to 7.00 to 1.00 after giving
pro forma effect to such Borrowing or issuance;
(d)the Administrative Agent and, if applicable, the Issuing Lender shall have received a request for
Borrowing or issuance of Letter of Credit in accordance with the requirements hereof; and
(e)in connection with Category V Borrowings, the Administrative Agent and, if applicable, the
Issuing Lender shall have received a certificate from the Borrowers setting out the information required pursuant to
the definition of “Category V Borrowing.”
Each request for a Borrowing or issuance of a Letter of Credit (other than a notice for Conversion or Continuation of
Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the applicable conditions
specified in clauses (a), (b) and (c) of this Section 4.02 have been satisfied on and as of the date of such request.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
SECTION 5.01Representations and Warranties.  Each Borrower represents and warrants to the
Administrative Agent and the Lenders as follows:
(a)Organization.  Each Borrower is duly organized, validly existing and in good standing as a limited
partnership or limited liability company, as applicable, under the laws of Delaware, and each Guarantor is duly
organized, validly existing and in good standing (to the extent such concept is recognized under such law) under the
laws of its jurisdiction of organization.  Each Obligor (i) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business
and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (ii) is duly
qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its
ownership, lease or operation of properties or the conduct of its business requires such qualification or license;
except in each case referred to in clause (i)(A) or (ii), to the extent that failure to do so could not reasonably be
expected to result individually or in the aggregate in a Material Adverse Effect.
(b)Authorization.  The execution, delivery and performance by each Borrower of this Agreement and
the other Loan Documents are within its powers as set forth in its applicable constituent documents, as the case may
be, and have been duly authorized by all necessary action thereunder, and the execution, delivery and performance
by each Guarantor of the Guarantee and Security Agreement are within the powers of such Guarantor and have been
duly authorized by all necessary action.
(c)Approvals; No Conflicts; Etc.  The execution, delivery and performance by each Obligor  of the
Loan Documents to which it is a party (i) do not require any consent or approval of, or registration or filing with,
any third party, Governmental Authority or Self-Regulatory Organization (except for (A) such as have been obtained
or made and are in full force and effect in all material respects, (B) filings and recordings in respect of Liens created
pursuant to the Guarantee and Security Agreement and (C) such licenses, approvals, authorizations or consents the
failure to obtain or make could not reasonably be expected to result individually or in the aggregate in a Material
Adverse Effect), (ii) will not violate the Organizational Documents of any Borrower or any of its Subsidiaries, and
(iii) will not violate any applicable Law, regulation or order of any Governmental Authority the violation of which
could be reasonably expected to result individually or in the aggregate in a Material Adverse Effect.
(d)Enforceability.  Each Obligor has duly executed and delivered each Loan Document to which it is
a party and each such Loan Document constitutes the legal, valid and binding obligation of such Obligor enforceable
in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors’ rights generally and subject to general principles of equity.
(e)No Material Adverse Change.  Since the date of the last audited financial statements (or unaudited
trial balances, as applicable) delivered pursuant to Section 6.01(a)(ii), no event or circumstance has occurred that has
had, or could reasonably be expected to have, individually or in the aggregate a Material Adverse Effect.
(f)Undisclosed Liabilities; Litigation.  There are no undisclosed liabilities nor any actions, suits or
proceedings by or before any Governmental Authority pending against or, to the knowledge of any Borrower,
threatened against or affecting it or any of its Subsidiaries that could reasonably be expected to result individually or
in the aggregate in a Material Adverse Effect.
(g)Compliance with Laws.  Each Obligor is in compliance with all Laws and all orders, writs,
injunctions and decrees of any Governmental Authority applicable to it or its Property (including, without limitation
any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation
implementing the Organization for Economic Cooperation and Development Convention on Combating Bribery of
Foreign Public Officials in International Business Transactions, the Patriot Act, ERISA, environmental laws and
Rule 15c3-1), except where the failure to be in compliance, individually or in the aggregate, could not reasonably be
expected to result individually or in the aggregate in a Material Adverse Effect. Neither each of the Obligors nor any
of their Subsidiaries, directors or officers, nor, to the knowledge of the Obligors, any employee, agent, or affiliate is
currently the subject or the target of any sanctions administered or enforced by the U.S. Government, (including,
without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the
U.S. Department of State and including, without limitation, the designation as a “specially designated national” or
“blocked person”), the United Nations Security Council, the European Union or its member states, His Majesty’s
Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are the Borrowers or any of their
respective Subsidiaries located, organized or resident in a country or territory that is the subject or the target of
Sanctions, including, without limitation, as of the Amendment No. 6 Effective Date, the so-called Donetsk People’s
Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Kherson and
Zaporizhzhia regions of Ukraine, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria (each, a
“Sanctioned Country”); and no Borrower will directly or indirectly use any extension of credit hereunder, or lend,
contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or
entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or
facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any
Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person
participating in the transaction) of Sanctions.  Since April 24, 2019, the Borrowers and their respective Subsidiaries
have not engaged in, and are not now engaged in, any dealings or transactions with any person that at the time of the
dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.
(h)Investment Company Status; Margin Regulations.  None of the Obligors is required to register
under and none of the Obligors is subject to regulation under the Investment Company Act of 1940, as amended.  No
Borrower is engaged and no Borrower will engage, principally or as one of its important activities, in the business of
purchasing or carrying margin stock (within the meaning of Regulation U), or extending credit for the purpose of
purchasing or carrying margin stock, in each case in violation of such Regulation U.  Each of TCG and each U.S.
Broker-Dealer Subsidiary is a broker-dealer subject to Regulation T.  Neither the making of any Loan hereunder, nor
the use of proceeds thereof, will violate or be inconsistent with the provisions of Regulation T, U or X.
(i)Disclosure.  (a) As of the Amendment No. 6 Effective Date, no written report, financial statement,
projections, certificate or other written information furnished by or on behalf of it to the Administrative Agent or
any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, taken as a whole, in the light of the circumstances under
which they were made, not misleading; provided that with respect to projected financial information, it represents
only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time
and that actual results may differ materially from such information.
(b) As of the Closing Date, the information included in the Beneficial Ownership
Certification is true and correct in all respects.
(j)Use of Proceeds.  The proceeds of the Loans and Letters of Credit shall be used to fund (i) the
capital requirements of the Borrowers, in each case, in connection with any Financing Transaction and Finance
Subsidiary and (ii) the general corporate and working capital needs of the Borrowers and their respective
Subsidiaries, in each case, in the ordinary course of the Borrowers’ and their respective Subsidiaries’ capital markets
business in compliance with Section 6.02(i); provided that, until such time as TCG is an exempted borrower (as
defined in each of Regulations T and U), TCG shall not use any proceeds of the Loans and Letters of Credit for the
purpose of purchasing or otherwise acquiring margin stock (within the meaning of Regulation U); provided that no
more than $50,000,000 of the aggregate outstanding Commitments shall be utilized at any one time to make
Investments in all Designated Entities that are not Subsidiaries of either Borrower and through which the Borrowers
and their respective Subsidiaries conduct their capital markets business in compliance with Section 6.02(i).
(k)Guarantee and Security Agreement and Security Documents.  The Guarantee and Security
Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Creditors, a
legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (except as the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally
and subject to general principles of equity). In the case of (x) the Pledged Equity represented by certificates
described in the Guarantee and Security Agreement, when any stock certificates representing such Pledged Equity
are delivered to the Administrative Agent (or its designee) and (y) any other Collateral with respect to which a
security interest may be perfected only by possession or control upon the taking of possession or control by the
Administrative Agent (which possession or control shall be given to the Administrative Agent to the extent required
by the Guarantee and Security Agreement) accompanied by instruments of transfer or assignment duly executed in
blank, and in the case of the other Collateral described in the Guarantee and Security Agreement, when financing
statements in appropriate form are duly completed and filed in the offices specified on Annex I to the Guarantee and
Security Agreement and such other filings as are specified on Annex I to the Guarantee and Security Agreement
have been completed, the security interest in favor of the Administrative Agent for the benefit of the Secured
Creditors created under the Guarantee and Security Agreement shall constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the Obligors in such Collateral and the proceeds thereof, as security
for that portion of the Secured Obligations intended to be secured thereby as further described in the Guarantee and
Security Agreement, in each case prior and superior in right to any other Person (other than with respect to Liens
permitted by this Agreement to be equal or superior in right), in each case to the extent security interests in such
Collateral may be perfected by delivery of such certificates representing Pledged Equity or such filings.  Each
Security Document delivered pursuant hereto will, upon execution and delivery thereof, be effective to create in
favor of the Administrative Agent, for the benefit of the Secured Creditors, legal, valid and enforceable Liens on,
and security interests in, all of the Obligors’ right, title and interest in and to the Collateral thereunder, and upon the
taking of the actions contemplated by such Security Documents will constitute fully perfected Liens on, and security
interests in, all right, title and interest of the Obligors in such Collateral, prior and superior in right to any other
Person (other than with respect to Liens permitted under this Agreement to be equal or superior in right).
(l)Ownership of Property.  Each Borrower and its Subsidiaries has good record and marketable title
to, or valid leasehold interests in, all property necessary in the ordinary conduct of its business, except for such
defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.
(m)Taxes.  Except for failures that could not reasonably be expected to have individually or in the
aggregate a Material Adverse Effect, each Borrower and each of its Subsidiaries have (i) filed all Tax returns and
reports required to have been filed and (ii) paid and discharged all Taxes imposed upon it or upon its income or
profits, or upon any properties belonging to it (including, in each case, in its capacity as a withholding agent), other
than those (i) not yet delinquent or (ii) contested in good faith as to which adequate reserves have been provided to
the extent required by Law and in accordance with GAAP.
(n)ERISA Matters.  (i) No ERISA Event has occurred or is reasonably expected to occur with respect
to any Plan and (ii) neither any Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur
any Withdrawal Liability to any Multiemployer Plan, which in either case of (i) or (ii) has not been fully satisfied or,
with respect to clauses (i) and (ii), except as could not reasonably be expect to result individually or in the aggregate
in any Material Adverse Effect.
(o)Subsidiaries.  As of the Closing Date, no Borrower has any Subsidiaries.
(p)Registered Broker-Dealer; Membership.  TCG and each U.S. Broker Dealer Subsidiary is duly
registered with the SEC as a broker-dealer and is a member in good standing of FINRA, and each non-U.S. Broker
Dealer Subsidiary is duly registered with, or licensed by, any Governmental Authority that requires registration or
licensing and is a member in good standing of any local body similar to FINRA, including, but not limited to, the
Financial Services Authority and the Securities and Futures Commission to the extent that such membership is
required by any Governmental Authority.
(q)SIPC Assessments.  Neither TCG nor any U.S. Broker Dealer Subsidiary is in arrears with respect
to any assessment made upon it by the SIPC, and no non-U.S. Broker Dealer Subsidiary is in arrears with respect to
any assessment made upon it by any local body which is similar to the SIPC.
ARTICLE VI
COVENANTS
SECTION 6.01Affirmative Covenants.  So long as any principal of or interest on any Loan or any other
amount or Obligation under the Loan Documents (other than contingent indemnity obligations not then due) shall
remain unpaid or any Lender shall have any Commitment or any Letter of Credit shall remain outstanding hereunder
(unless such Letter of Credit has been cash collateralized or otherwise backstopped on terms reasonably satisfactory
to the relevant Issuing Lender), the Borrowers covenant and agree that, unless the Majority Lenders shall otherwise
consent in writing:
(a)Reporting Requirements.  the Borrowers will furnish to the Lenders:
(i)within 60 days after the end of each of the first three fiscal quarters, the unaudited
consolidated balance sheet and related statements of income, stockholders’ equity and cash flows of each
Borrower, in each case as of the end of and for such fiscal quarter, setting forth in each case in comparative
form (if applicable) the figures for the corresponding period of the previous fiscal year, certified by a
Financial Officer to the effect that such financial statements present fairly in all material respects the
financial condition and results of operations of such Borrower and its Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied, subject to the absence of (or absence of a requirement to
have) footnotes and to year-end adjustments; provided, that TCG SF may satisfy its obligations under this
clause (i) by providing trial balances in the form of Exhibit F hereto in lieu of a consolidated balance sheet
and statements of income, stockholder’s equity and cash flows;
(ii)within 100 days after the end of each fiscal year, the audited consolidated balance sheet
and related statements of income, stockholders’ equity and cash flows of each Borrower as of the end of
and for such fiscal year, setting forth in each case in comparative form (if applicable) the figures for the
previous fiscal year, certified by a Financial Officer to the effect that such financial statements present
fairly in all material respects the financial condition and results of operations of such Borrower and its
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to the absence
of (or absence of a requirement to have) footnotes; provided, that TCG SF may satisfy its obligations under
this clause (ii) by providing unaudited trial balances in the form of Exhibit F hereto in lieu of an audited
consolidated balance sheet and statements of income, stockholder’s equity and cash flows;
(iii)concurrently with any delivery of financial statements under clauses (i) and (ii) above, a
certificate of a Financial Officer (w) certifying that no Default has occurred or, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with respect thereto, (x)
identifying any Subsidiary that has become a Material Foreign Subsidiary during the most recently ended
fiscal quarter, (y) setting forth calculations demonstrating in reasonable detail compliance with Section 6.03
and (z) setting forth supplements to the Annexes to the Guarantee and Security Agreement reflecting all
changes to the information set forth therein since the later of Closing Date or the date such information was
most recently updated pursuant to this Section 6.01(a)(iii);
(iv) [Reserved];
(v)as soon as available, but in any event within five Business Days of delivery to any
Governmental Authority or Self-Regulatory Organization, the audited annual financial statements of TCG
and any Broker Dealer Subsidiary required to be furnished to such Governmental Authority or Self-
Regulatory Organization;
(vi)within 15 days after the end of each calendar month as to which there are any Loans or
Letters of Credit outstanding on the last date of such calendar month, a schedule of Category II
Borrowings, Category III Borrowings and Category IV Borrowings on the consolidated balance sheet of
each Borrower and its Subsidiaries, which schedule will provide the notional value of each (and, with
respect to any such schedule that is delivered with respect to any month that is also the end of a fiscal
quarter, such schedule shall also reflect management’s good faith estimate of the value thereof as
determined in a manner consistent with such Borrower’s internal valuation practices);
(vii)promptly upon request by the Administrative Agent on behalf of the Majority Lenders,
such other information regarding the business, operations and financial condition of any Obligor as such
Lender may reasonably request (it being understood that the Administrative Agent shall use reasonable
efforts to coordinate any such requests);
(viii)promptly after any request therefor, such other information regarding the operations,
business affairs, assets, liabilities (including contingent liabilities) and financial condition of the Borrowers
or any of their subsidiaries, or compliance with the terms of any Loan Document, or with the PATRIOT
Act or other applicable anti-money laundering laws, as the Administrative Agent (or any Lender through
the Administrative Agent) may reasonably request; and
(ix)concurrently with delivery of the financial statements pursuant to clauses (i) and (ii)
above, a written management’s discussion and analysis, in a form reasonably satisfactory to the
Administrative Agent, of the financial condition and results of operations of the Sponsor for such fiscal
quarter the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous
fiscal year.
Notwithstanding the foregoing, (A) the Borrowers may satisfy their obligations under clauses
(a)(i), (a)(ii) and/or (a)(v) by notifying the Administrative Agent that Form 10-K or 10-Q, as applicable, has
been filed with the Securities and Exchange Commission and (B) to the extent the SEC has granted the
ability to extend any financial statement reporting deadline generally to all non-accelerated filers, including
pursuant to Rule 12b-25 (but only to the extent the Borrowers, TCG and/or any Broker Dealer Subsidiary
(as applicable) have complied with the filing and other requirements of Rule 12b-25 that would have been
required if and to the extent the Borrowers, TCG and/or any Broker Dealer Subsidiary (as applicable) were
a non-accelerated filer by posting any such required filings (or filings substantially similar to what Rule
12b-25 would require) to the Administrative Agent), (the “Extended SEC Reporting Deadline”) and such
Extended SEC Reporting Deadline would be later than the deadline for delivery of the corresponding
financial statements of the Borrowers, TCG and/or any Broker Dealer Subsidiary (as applicable) pursuant
to clause (a)(i), (ii) or (v) of this Section 6.01 (the “Section 6.01 Reporting Deadline”), then the applicable
Section 6.01 Reporting Deadline shall be automatically deemed to be extended to the date of the Extended
SEC Reporting Deadline, without any further action by any party.
(b)Existence; Conduct of Business.  Each Borrower will, and will cause each of its Subsidiaries to, do
or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and,
except to the extent that failure to do so could not reasonably be expected to result individually or in the aggregate in
a Material Adverse Effect, the rights, licenses, permits, privileges and franchises material to the conduct of its
business (including, in the case of TCG and each Broker-Dealer Subsidiary, its registration, license or qualification
as a broker-dealer with the SEC and/or such other applicable domestic or foreign Governmental Authority);
provided that the foregoing shall not prohibit any transaction expressly permitted under Section 6.02(c).
(c)Compliance with Laws.  Each Borrower will, and will cause each of its Subsidiaries to, comply
with all Laws and all orders, writs, injunctions and decrees of any Governmental Authority applicable to them, their
business or their Property (including, in the case of TCG and each Broker-Dealer Subsidiary, such rules and
regulations of the SEC, FINRA and/or such other applicable domestic or foreign Governmental Authority or Self-
Regulatory Organization) except, with respect to all matters other than noncompliance by TCG or any Broker-
Dealer Subsidiary with applicable minimum capital requirements, where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result individually or in the aggregate in a Material Adverse Effect.
(d)Maintenance of Insurance.  Each Borrower will, and will cause each of its Subsidiaries to,
maintain with financially sound and reputable insurance companies insurance on all its tangible Property in at least
such amounts and against at least such risks as the Borrowers believe (in the good faith judgment of the Borrowers)
are usually insured against in the same general area by companies of a similar size engaged in the same or a similar
business and in a manner that is consistent with each Borrower and its Subsidiaries’ past practices.  All such
insurance (other than business interruption insurance (if any), director and officer insurance and worker’s
compensation insurance) shall name the Administrative Agent as additional insured on behalf of the Secured
Creditors (in the case of liability insurance, as their interests may appear) or loss payee (in the case of property
insurance).
(e)Payment of Taxes.  Each Borrower will, and will cause each of its Subsidiaries to, timely pay and
discharge, all material Taxes imposed upon it or upon its income or profits, or upon any properties belonging to it
(including, in each case, in its capacity as a withholding agent), and all lawful material claims in respect of any
Taxes imposed, assessed or levied that, if unpaid, could reasonably be expected to become a material Lien upon any
Property of either Borrower or any of their Subsidiaries, provided that neither any Borrower, nor any of their
respective Subsidiaries shall be required to pay any such Tax that is being contested in good faith and by proper
proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP and the failure to
pay could not reasonably be expected to result individually or in the aggregate in a Material Adverse Effect.
(f)Maintenance of Properties.  Each Borrower will, and will cause each of its Subsidiaries to, keep
and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear
and tear excepted, except to the extent failure to do so could not reasonably be expected to result individually or in
the aggregate in a Material Adverse Effect.
(g)Books and Records; Visitation and Inspection Rights.  Each Borrower will, and will cause each of
its Material Subsidiaries to, keep proper books of record and account in accordance with GAAP, and permit
representatives designated by the Administrative Agent, upon reasonable prior notice, to visit and inspect its
Properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and
condition with its officers and independent accountants (it being agreed that TCG shall be given the opportunity to
participate in any such discussion with its independent accountants), all at the reasonable expense of the Borrowers
and at such reasonable times during normal business hours, but in each case subject to and in accordance with all
applicable laws of any Governmental Authority and such confidentiality measures relating thereto as the Borrowers
may reasonably require; provided that, other than after the occurrence of and during the continuance of an Event of
Default, (i) such visitations and inspections shall not be permitted on more than two instances in any calendar year
and (ii) only one such visitation and inspection shall be at the expense of the Borrowers.
(h)Notices of Material Events.  Each Borrower will furnish to the Administrative Agent and each
Lender prompt written notice of the following:
(i)the occurrence of any Default or Event of Default within 10 days of such Default or
Event of Default; provided that no notice shall be required if such Default or Event of Default has been
cured within 10 days of the occurrence thereof; provided, further, that any Default or Event of Default for
failure to provide a timely notice pursuant to this section shall be cured by delivery of such notice;
(ii)the filing or commencement of any action, suit or proceeding by or before any
Governmental Authority against or affecting any Borrower or any of its Subsidiaries which would
reasonably be expected to be adversely determined and, if so determined, would reasonably be expected to
result in a Material Adverse Effect;
(iii) [Reserved]; and
(iv)any change in the information provided in the Beneficial Ownership Certification that
would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
Each notice delivered under this subsection shall be accompanied by a statement of a Financial Officer
setting forth the details of the event or development requiring such notice and any action taken or proposed
to be taken with respect thereto.
(i)Additional Guarantors and Grantors.  Subject to any applicable limitations set forth in the
Guarantee and Security Agreement and/or clause (m) below, the Borrowers will promptly cause each direct or
indirect Wholly-Owned Domestic Subsidiary (other than any Domestic Subsidiary of a Foreign Subsidiary that is a
“controlled foreign corporation” within the meaning of Section 957 of the Code (a “CFC”) or a Domestic Subsidiary
that has no material assets other than capital stock of one or more Foreign Subsidiaries that are CFCs (a “CFC
Holdco”) formed (including, without limitation, by division) or otherwise purchased or acquired after the date
hereof, to execute promptly, and in any event within 30 days of such formation or acquisition (or such longer period
as approved by the Administrative Agent), a supplement to the Guarantee and Security Agreement substantially in
the form attached to the Guarantee and Security Agreement (or otherwise in a form reasonable satisfactory to the
Administrative Agent) in order to become a Guarantor and a grantor thereunder and take all other action necessary
or as reasonably requested by the Administrative Agent to grant a perfected security interest in its assets to
substantially the same extent as granted by the Obligors on the Closing Date (including without limitation filing a
financing statement and delivery of Security Collateral (as defined in the Guarantee and Security Agreement)).
(j)Pledge of Material Foreign Subsidiaries.  Subject to any applicable limitations set forth in the
Guarantee and Security Agreement and/or clause (m) below, the Borrowers will promptly (and in any event within
30 days or such longer period as approved by the Administrative Agent) deliver to the Administrative Agent a local
law pledge agreement under the jurisdiction of organization or formation of each Subsidiary that is directly owned
by an Obligor and identified as a Material Foreign Subsidiary in accordance with Section 6.01(a)(iii)(y) in a
customary form reasonably satisfactory to the Administrative Agent, together with (i) copies of such Material
Foreign Subsidiary’s constitutive documents and documents evidencing that such Material Foreign Subsidiary has
taken of all necessary action authorizing and approving the execution, delivery and performance of the Loan
Documents to which it is a party, and (ii) a legal opinion in a form reasonably satisfactory to the Administrative
Agent from counsel to such Material Foreign Subsidiary; provided that, in the case of voting capital stock of any
CFC or CFC Holdco, no more than 65% of the outstanding voting capital stock shall be pledged.
(k)Pledge of Additional Stock and Evidence of Indebtedness.  Subject to any applicable limitations
set forth in the Guarantee and Security Agreement and/or clause (m) below or with respect to which, in the
reasonable judgment of the Administrative Agent (confirmed in writing by notice to TCG), the cost or other
consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be
obtained by the Lenders therefrom, the Borrowers will cause (i) all certificates representing Equity Interests (if any)
held directly by any Borrower or any Guarantor; provided that, in the case of voting capital stock of any CFC or
CFC Holdco, no more than 65% of the outstanding voting capital stock shall be pledged and (ii) all instruments
evidencing of Indebtedness in excess of $1,000,000 received by any Borrower or any of the Guarantors, in each
case, promptly to be delivered to the Administrative Agent along with applicable instruments of transfer duly
executed in blank to the Administrative Agent (or its designee) as security for the Secured Obligations that are
intended to be secured thereby as further described in the Guarantee and Security Agreement.
(l)Further Assurances. Subject to any applicable limitations set forth in the Guarantee and Security
Agreement and/or clause (m) below, the Borrowers will, and will cause each  of the Guarantors to, from time to time
give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other
paper that is necessary to cause the Liens created by the Guarantee and Security Agreement and the other Security
Documents to be valid first priority perfected Liens on the Property purported to be covered thereby (including after-
acquired Property, it being understood that, except as set forth in paragraph (j) above, there shall be no requirement
to enter into or deliver security agreements or pledge agreements governed by the laws of any non-U.S. jurisdiction
or otherwise take steps to perfect any security interest or Lien securing the Secured Obligations under the laws of
any non-U.S. jurisdiction), subject to no equal or prior Lien except as otherwise permitted by the Loan Documents,
and promptly from time to time obtain and maintain in full force and effect, and cause each of the Guarantors to
obtain and maintain in full force and effect, all licenses, consents, authorizations and approvals of, and make all
filings and registrations with, any Governmental Authority necessary under the Laws of the jurisdiction of
organization of such Guarantor (or any other jurisdiction in which part of the Collateral owned by it or by any
Guarantor may be situated) for the making and performance by it of the Loan Documents to which it is a party. 
(m)Broker Dealer Limitations.  Notwithstanding anything herein or in any other Loan Document to
the contrary, in no event shall TCG or any Broker-Dealer Subsidiary be required to provide a guarantee of, or grant
any security interests in its assets to secure, the Obligations of any Person (other than such Borrower) under any
Loan Document.
(n)Post-Closing Actions.  Notwithstanding anything to the contrary in any Loan Document, each
Borrower will, (i) within 90 days after the Closing Date (or such later date as the Administrative Agent shall
reasonably agree) enter into a control agreement with respect to each of its Deposit Accounts (as defined in the
Guarantee and Collateral Agreement) other than Excluded Accounts (as defined in the Guarantee and Collateral
Agreement), it being understood no such requirement for a control agreement on the pledged Deposit Account set
forth in any Loan Document shall apply until such date and (ii) within 15 Business Days after the Closing Date (or
such later date as the Administrative Agent shall reasonably agree) deliver to the Administrative Agent evidence of
insurance complying with the requirements of Section 6.01(d) and certificates naming the Administrative Agent as
an additional insured and/or loss payee to the extent required pursuant to such Section 6.01(d).
SECTION 6.02Negative Covenants.  So long as any principal of or interest on any Loan or any other
amount or Obligation under the Loan Documents (other than contingent indemnity obligations not then due) shall
remain unpaid or any Lender shall have any Commitment or any Letter of Credit shall remain outstanding hereunder
(unless such Letter of Credit has been cash collateralized or otherwise backstopped on terms reasonably satisfactory
to the relevant Issuing Lender), the Borrowers covenant and agree that, unless the Majority Lenders shall otherwise
consent in writing:
(a)Indebtedness.  The Borrowers will not, and will not permit any of their respective Subsidiaries to,
create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries
may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after
such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity
Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set
forth in the immediately preceding sentence shall not apply to any of the following items:
(i)Indebtedness arising under the Loan Documents;
(ii)Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries
(including any Indebtedness used to finance any Financing Transaction);
(iii)Permitted Subordinated Debt;
(iv)Indebtedness in respect of Hedging Agreements;
(v)Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse
arrangements and other cash management and similar arrangements in the ordinary course of business;
(vi)additional Indebtedness of the Borrowers and their respective Subsidiaries in an
aggregate principal amount not to exceed $20,000,000 at any time outstanding;
(vii)Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”);
provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as
MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide
a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or
Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to
provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and
MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such
Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in
writing to such offer, in each case, within such 10 Business Day period;
(viii)any Finance Subsidiary Debt (provided that, to the extent secured, such Finance
Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section
6.02(b)(ii));
(ix)all premiums (if any), interest (including post-petition interest), fees, expenses, charges
and additional or contingent interest on obligations described in clauses (i) through (viii) above; and
(x)any fronting or participation arrangement with MHCB or any of its Affiliates on the
terms of, or on substantially similar terms to, that certain Fronting Framework Agreement dated as of the
Amendment No. 4 Effective Date, among Mizuho Bank, Ltd. and TCG SF, as participant.
In addition, the Borrowers agree that any Subordinated FINRA Loan shall not be outstanding for
more than the time period permitted by FINRA (of which TCG must notify the Administrative Agent in
writing if there are one or more outstanding Subordinated FINRA Loans and the FINRA requirement is
other than 45 days), that at any time a Subordinated FINRA Loan is outstanding TCG shall not have any
senior Indebtedness outstanding and that no more than the number of Subordinated FINRA Loans
permitted by FINRA may be made in any twelve month period (of which permitted amount TCG must
notify the Administrative Agent in writing if there are one or more outstanding Subordinated FINRA Loans
and the maximum number of loans permitted by FINRA is other than three loans during any twelve month
period).
(b)Liens.  The Borrowers will not, nor will they permit any of their respective Subsidiaries to, create,
incur, assume or permit to exist any Lien on any Property now owned or hereafter acquired by it, except Liens under
the Guarantee and Security Agreement and other Liens in favor of the Administrative Agent as contemplated hereby
and except:
(i)Liens arising under the Loan Documents;
(ii)Liens securing Finance Subsidiary Debt; provided that the terms of any Finance
Subsidiary Debt (including any intercreditor arrangements entered into in connection therewith) shall
provide that the Liens on the Collateral granted under the Guarantee and Security Agreement have at least
second priority (to the extent the terms of such Finance Subsidiary Debt do not permit the obligations under
the Loan Documents to be secured on a first priority basis pari passu with such Finance Subsidiary Debt)
after giving effect to the incurrence of such Finance Subsidiary Debt; provided, further, that the assets
securing any such Finance Subsidiary Debt shall be limited to (A) the assets of the Finance Subsidiary or
Finance Subsidiaries incurring such Finance Subsidiary Debt and (B) the common equity interests of such
Finance Subsidiary or Finance Subsidiaries;
(iii)Permitted Liens;
(iv)Liens securing Indebtedness or other obligations of a Borrower or any Subsidiary of a
Borrower in favor of a Borrower or any Subsidiary of a Borrower;
(v)Liens (A) of a collecting bank arising under Section 4-208 of the UCC on items in the
course of collection, (B) attaching to commodity trading accounts or other commodities brokerage accounts
incurred in the ordinary course of business; and (C) in favor of a banking institution arising as a matter of
law encumbering deposits (including the right of setoff);
(vi)Liens encumbering reasonable customary initial deposits and margin deposits and similar
Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course
of business;
(vii)Liens that are contractual rights of setoff (A) relating to the establishment of depository
relations with banks not given in connection with the issuance of Indebtedness, (B) relating to pooled
deposit or sweep accounts of the Borrowers or any of their Subsidiaries to permit satisfaction of overdraft
or similar obligations incurred in the ordinary course of business of the Borrowers and their Subsidiaries or
(C) relating to agreements entered into with customers of the Borrowers and their Subsidiaries in the
ordinary course of business;
(viii)additional Liens so long as the aggregate principal amount of the obligations secured
thereby at any time outstanding does not exceed $15,000,000;
(ix)the modification, replacement, extension or renewal of any Lien permitted by this Section
6.02(b) upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property
that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof)
or the replacement, extension or renewal (without increase in the amount or change in any direct or
contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby;
(x)Liens securing obligations in respect of Indebtedness outstanding under Section
6.02(a)(vii), provided such Liens only extend to the loans made pursuant to such Fronting Facility and 
other assets related thereto, and in each case, the proceeds thereof.  It is agreed that upon the incurrence of a
Lien permitted pursuant to this clause (x), any Collateral subject to such Lien shall be automatically
released from the Liens securing the Secured Obligations (and the Administrative Agent shall take such
actions as  reasonably requested by TCG to evidence such release (or absence) of such Lien, it being
understood  that the Lenders authorize the Administrative Agent to enter into any such documentation, with
the  Administrative Agent authorized to rely on a certificate from TCG confirming the automatic release (or
absence) of such Lien hereunder in delivering any such documentation).
(c)Mergers, Consolidations, Sales of Assets, Etc.  The Borrowers will not merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Property (in each
case, whether now owned or hereafter acquired), or liquidate or dissolve (provided that, if at the time thereof and
immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any
Person may merge into a Borrower in a transaction in which such Borrower is the surviving entity) and they will not
permit any of their respective Subsidiaries to merge into or consolidate with any other Person, or permit any other
Person to merge into or consolidate with any Subsidiary, if a Default or Event of Default would result as a result
from any such merger or consolidation and, if involving a Borrower or a Guarantor, unless such Borrower or
Guarantor is the surviving entity or such successor entity is a Subsidiary of a Borrower immediately following such
merger or consolidation and expressly assumes the obligations of such Borrower or Guarantor, as applicable, under
the Loan Documents; provided, further, that Subsidiaries of any Borrower shall be permitted to liquidate or dissolve,
except to the extent such liquidation or dissolution would reasonably be expected to result in a Material Adverse
Effect and provided that upon or prior to the liquidation or dissolution of any Borrower no Borrowings of such
Borrower or Letters of Credit issued for the account of such Borrower are outstanding.
(d)Investments.  Without the prior written consent of the Majority Lenders (such consent not to be
unreasonably withheld), the Borrowers will not, and will not permit any of their respective Subsidiaries to, make any
Investment in the Borrowers or their Affiliates; provided that so long as no Event of Default has occurred and is
continuing, the Borrowers and their Subsidiaries may make Investments in the ordinary course of the Borrowers’
and their Subsidiaries’ capital markets business and in compliance with Section 6.02(i) in (i) any portfolio company
(or any entity controlled by a portfolio company) of any fund, separately managed account or partnership managed
or controlled or sponsored by the Borrowers or their Affiliates (any such fund, account or partnership, a “TCG
Vehicle”), (ii) any TCG Vehicle with publicly traded securities or securities issued pursuant to Rule 144A of the
Securities Act of 1933 or any foreign equivalent or with respect to which a registration statement or equivalent
foreign document has been filed and (iii) subject to Section 6.02(i) in any Borrower by such other Borrower.
(e)Restricted Payments.  The Borrowers will not, and will not permit any of their Subsidiaries to,
declare or pay any Restricted Payments (other than dividends or distributions payable solely in its Equity Interests
(other than Disqualified Equity Interests)), provided that the Borrowers and their respective Subsidiaries may pay
dividends if (x) immediately before and after paying such dividend, no (1) Default or (2) Event of Default shall have
occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00
after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence (other than
subclause (x)(2) in the proviso thereto) shall not apply to any of the following items so long as the Borrowers are in
compliance with Section 6.03 after giving pro forma effect thereto:
(i)each Borrower may (or may pay dividends to permit any direct or indirect parent thereof
to) redeem in whole or in part any of its Equity Interests for another class of its (or such parent’s) Equity
Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity
contributions or issuances of new Equity Interests (other than Disqualified Equity Interests), provided that
such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all
respects material to their interests as those contained in the Equity Interests redeemed thereby;
(ii)each Borrower may make quarterly restricted payments to the equity holders of such
Borrower, for any taxable year ending after the date hereof for which such Borrower is a partnership or
disregarded entity for U.S. federal income tax purposes, to fund the income tax liabilities of the direct or
indirect (as applicable) equity holders of such Borrower that are attributable to the taxable income of such
Borrower, in an aggregate annual amount assumed to equal the product of (x) the taxable income of such
Borrower for such taxable year (computed, for the avoidance of doubt, for any taxable year for which such
Borrower is a disregarded entity as if such Borrower were a partnership) reduced by any taxable loss of
such Borrower with respect to any taxable year ending after the date hereof (computed, for the avoidance of
doubt, for any taxable year for which such Borrower is a disregarded entity as if such Borrower were a
partnership) to the extent that such taxable loss (a) has not previously been used to offset taxable income of
such Borrower pursuant to this clause (x) and (b) is of a character that would permit such loss to be
deducted against such taxable income for the taxable year in question and (y) the highest combined
marginal federal and applicable state and/or local income tax rate (taking into account the character of the
taxable income in question (e.g., long term capital gain, qualified dividend income, etc.), with respect to
such income, and the deductibility, if any, of any state or local income taxes for federal income tax
purposes) applicable to any direct or indirect (as applicable) equity holder of such Borrower;
(iii)each Borrower or any of its Subsidiaries may (i) pay cash in lieu of fractional Equity
Interests in connection with any dividend, split or combination thereof and (ii) honor any conversion
request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in
connection with any such conversion; and
(iv)any Subsidiary may pay dividends to its direct parent; provided that if any such dividends
are paid by a non-Wholly-Owned Subsidiary, such dividends shall be made ratably based on the equity
holder’s interests therein (or any other amount more favorable to a Borrower), provided, further, that if the
proceeds of any outstanding Loans or Letters of Credit have been used for an Investment in such non-
Wholly-Owned Subsidiary, any cash dividends paid to such parent shall be applied to prepay such Loans or
cash collateralize such Letters of Credit if no Loans are outstanding, at the option of the Administrative
Agent, without application of Section 3.12 or at the end of the next Interest Period(s).
(f)Subordinated Debt Payments.  The Borrowers will not, and will not permit any of their respective
Subsidiaries to, prepay, repurchase or redeem, defease or otherwise satisfy prior to the scheduled maturity thereof in
any manner, or make any payment in violation of any subordination terms of, any Subordinated Indebtedness (or
any permitted refinancing in respect thereof); provided that the Borrowers and any of their Subsidiaries may prepay,
repurchase or redeem, defease or otherwise satisfy any Subordinated Indebtedness if (x) immediately before and
after such payment, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity
Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. Notwithstanding
the foregoing, nothing in this Section 6.02(f) shall prohibit the repayment or prepayment of intercompany
Subordinated Indebtedness owed among a Borrower and/or its Subsidiaries, in either case unless an Event of Default
has occurred and is continuing and the Borrowers have received a notice from the Administrative Agent instructing
it not to make or permit any such repayment or prepayment.
(g)Burdensome Agreements.  The Borrowers will not, and will not permit any of their respective
Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability (i)
of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues,
whether now owned or hereafter acquired, to secure the Secured Obligations or, in the case of any Guarantor, its
obligations under the Guarantee and Security Agreement, or (ii) of any Subsidiary to make Restricted Payments to
any Borrower or any Guarantor or to otherwise transfer property to or invest in any Borrower or any Guarantor,
other than (A) this Agreement and the other Loan Documents, (B) any agreements governing Finance Subsidiary
Debt and, in the case of clause (i) above only, purchase money Liens (or any permitted refinancing in respect
thereof) or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall
only be effective against the assets financed thereby and in the case of any permitted refinancing of purchase money
Indebtedness, no more restrictive than that in the relevant refinanced agreement), (C) any such agreement in effect at
the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into solely
in contemplation of such Person becoming a Subsidiary of such Borrower, (D) any such agreement imposed or
required by or otherwise entered into with any applicable Governmental Authority, (E) any agreement in respect of
Indebtedness outstanding under Section 6.02(a)(vii) and (F) any agreement in respect of Indebtedness permitted to
be outstanding under this  Agreement, provided such restrictions do not, in the good faith judgment of TCG, impair
in any material respect  the ability of the Borrowers hereunder to comply with their payment obligations under the
Loan Documents.
(h)Affiliate Transactions.  The Borrowers will not, and will not permit any of their respective
Subsidiaries to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of
Property, the rendering of any service or the payment of any management, advisory or similar fees, with any
Affiliate involving aggregate consideration in excess of $10,000,000 (other than the Borrowers or any of their
Subsidiaries) unless such transaction is (a) otherwise permitted under this Agreement, including the payment and
receipt of any dividend permitted pursuant to Section 6.02(e), and (b) upon terms that, in the aggregate, are no less
favorable to such Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s-
length transaction with a Person that is not an Affiliate; provided that nothing in this Section 6.02(h) shall prohibit a
Borrower or any of its Subsidiaries from providing placement, advisory or other services in the ordinary course of
business so long as such services do not include a funding obligation of such Borrower or such Subsidiary.
(i)Line of Business.  (i)The Borrowers will not, nor will they permit any of their respective
Subsidiaries to, enter into any business, either directly or through any Subsidiary, except for those businesses in
which the Borrowers and their Subsidiaries are engaged on the Closing Date or that are reasonably related thereto.
(ii)notwithstanding anything to the contrary in the Loan Documents, in no event shall TCG
or any Broker-Dealer Subsidiary transfer (including by virtue of a sale or other disposition, an Investment
or a Restricted Payment) any margin stock (within the meaning of Regulation U) to any Obligor that is not
an exempted borrower (within the meaning of Regulation U); and
(iii)no Borrower or Subsidiary that is not an exempted borrower (within the meaning of
Regulation U) shall purchase, carry or hold any margin stock (within the meaning of Regulation U).
(j)Change in Fiscal Year.  No Borrower will make any change to its fiscal year; provided that a
Borrower may, upon written notice to the Administrative Agent, change its fiscal year end to any other fiscal year
end reasonably acceptable to the Administrative Agent, in which case the Borrowers and the Administrative Agent
will, and are hereby authorized by the other parties hereto to, make any adjustments to this Agreement that are
necessary to effect such change.
SECTION 6.03Financial Covenant.  So long as any principal of or interest on any Loan or any other
amount or obligation under the Loan Documents (other than contingent indemnity obligations not then due) shall
remain unpaid or unsatisfied or any Lender shall have any Commitment or any Letter of Credit shall remain
outstanding hereunder (unless such Letter of Credit has been cash collateralized or otherwise backstopped on terms
reasonably satisfactory to the relevant Issuing Lender and the Administrative Agent), the Borrowers covenant and
agree that, unless the Majority Lenders shall otherwise consent in writing, the Borrowers will not permit the Debt to
Equity Ratio of any Borrower to exceed 7.00 to 1.00 at any time.
ARTICLE VII
EVENTS OF DEFAULT
SECTION 7.01Events of Default.  If any of the following events (“Events of Default”) shall occur and be
continuing:
(a)any Borrower shall fail to pay when due any principal of any Loan;
(b)any Borrower shall fail for five Business Days or more to pay any interest, fee or L/C
Reimbursement Obligation or any other amount (other than principal) payable by such Borrower under any Loan
Document when and as the same shall become due and payable;
(c)any representation or warranty made or deemed made by an Obligor in this Agreement, any other
Loan Document or in any certificate furnished pursuant to this Agreement shall prove to have been untrue in any
material respect when made or deemed made;
(d)any Borrower shall fail to observe or perform any covenant, condition or agreement contained in
Section 6.01(b) (with respect to the legal existence of such Borrower), (h)(i), 6.02 (other than those contained in
clause (j) of such Section) or 6.03 (subject to application of Section 7.02(b) below);
(e)any Obligor shall fail to observe or perform any covenant, condition or agreement contained in
this Agreement (other than those specified in clause (a), (b) or (d) of this Section 7.01) or in any other Loan
Document, and such failure shall continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent to TCG;
(f) (i) any Borrower or any Subsidiary (other than any Finance Subsidiary that is not a Borrower)
shall fail to make any payment of principal of or interest on any Material Indebtedness when and as the same shall
become due and payable (beyond any period of grace, if any) or (ii) any event or condition occurs that results in the
acceleration (or permits the holders of such Indebtedness (or a trustee or agent on behalf of such holders) to cause
such acceleration) of such Material Indebtedness prior to its scheduled maturity; provided that in each case (i) and
(ii) any amount of Obligations hereunder shall be considered Material Indebtedness (i.e. without regard to any
threshold in such definition); provided further, that, in each case, such failure is unremedied and is not validly
waived by the holders of such Indebtedness in accordance with the terms of the documents governing such
Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this section;
(g)an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i)
liquidation, winding-up, reorganization or other relief in respect of any Borrower or any Material Subsidiary (other
than any Finance Subsidiary that is not a Borrower) or its debts, or of a substantial part of its Property, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or any
Material Subsidiary (other than any Finance Subsidiary that is not a Borrower) or for a substantial part of its
Property, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered;
(h)any Borrower or any Material Subsidiary (other than any Finance Subsidiary that is not a
Borrower) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, winding up,
reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (g) of this Section, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or any Material Subsidiary
(other than any Finance Subsidiary) or for a substantial part of its Property, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) take any action for the purpose of effecting any of the foregoing;
(i)any Borrower or any Material Subsidiary (other than any Finance Subsidiary that is not a
Borrower) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;
(j)one or more judgments for the payment of money in an aggregate amount in excess of
$25,000,000 shall be rendered against any Borrower or any Subsidiary (to the extent not paid and not covered by
independent third-party insurance as to which the insurer has been notified of such judgment or order and does not
deny coverage) and the same shall remain undischarged for a period of 60 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any
Property of any Borrower or any Subsidiary to enforce any such judgment;
(k)an ERISA Event shall have occurred that, when taken together with all other ERISA Events that
have occurred for which liability has not been fully satisfied, would reasonably be expected to result in a Material
Adverse Effect;
(l)(x) the Guarantee and Security Agreement or any other Security Document shall cease to be valid
and binding on, or enforceable against (or shall be asserted by any Borrower or any of its Subsidiaries to no longer
be valid and binding on, or enforceable against), (i) TCG or (ii) any other Borrower or Guarantor (other than
pursuant to the terms hereof or thereof), or TCG or any such other Borrower or Guarantor shall so assert in writing
or (y) any security interest and Lien purported to be created by any Security Document shall cease to be in full force
and effect, or shall cease to give the Administrative Agent, for the benefit of the Secured Creditors, the Liens, rights,
powers and privileges purported to be created and granted under such Security Document (including a perfected first
priority security interest in and Lien on all of the Collateral thereunder (except as otherwise expressly provided in
such Security Document)) in favor of the Administrative Agent, or shall be asserted by any Borrower or any other
Obligor not to be a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such
Security Document) security interest in or Lien on the Collateral covered thereby, except, in each case, as a result of
the Administrative Agent’s failure to take any action (x) reasonably requested on a timely basis by any Borrower in
writing in order to maintain a valid and perfected Lien on any Collateral or (y) solely within the Administrative
Agent’s control; or
(m)a Change of Control shall occur;
then the Administrative Agent may, and shall upon the request of the Majority Lenders, by notice to TCG, take any
or all of the following actions, at the same or different times:  (i) terminate the Commitments and thereupon they
shall terminate immediately, (ii) terminate any obligation of the Issuing Lender to issue Letters of Credit hereunder,
and thereupon such obligations shall terminate, (iii) declare the Loans and all other amounts payable by the Obligors
under the Loan Documents to be due and payable in whole (or in part, in which case any principal not so declared to
be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each
Borrower accrued and other amounts payable by the Obligors under the Loan Documents, shall become due and
payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by each Borrower, and/or (iv) require each Borrower to provide cash collateral for L/C Reimbursement
Obligations of such Borrower and the outstanding undrawn Letters of Credit of such Borrower in an aggregate
amount equal to the then aggregate L/C Exposure of such Borrower and thereupon such Borrower shall forthwith
provide such cash collateral on terms and subject to documentation reasonably satisfactory to the relevant Issuing
Lenders and the Administrative Agent; and in case of any event applicable to any Borrower described in clause (g),
(h) or (i) of this Section 7.01, the Commitments and such obligations of the Issuing Lender shall automatically
terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Obligors accrued under the Loan Documents, shall automatically become due and payable,
and each Borrower (on a several and not joint basis) shall automatically be required to provide such cash collateral,
all without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each
Borrower. Nothing herein shall terminate or otherwise modify the obligations of the Lenders under Section 2.02(d).
SECTION 7.02Investors’ Right to Cure. 
(a)Notwithstanding anything to the contrary contained in Section 7.01(d), in the event that the
Borrowers fail to comply with the requirements of the covenant set forth in Section 6.03 for any fiscal period in
which the covenant set forth in such Section 6.03 is being measured, any Person shall have the right to make a direct
or indirect equity investment in any Borrower in cash (the “Cure Right”), and upon the receipt by such Borrower of
net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such
net cash proceeds to such Borrower), on or prior to the fifteenth Business Day after the date on which financial
statements are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (the “Cure Date”), the
covenant set forth in such Section 6.03 shall be recalculated for such fiscal period, giving effect, at the Borrowers’
election, to a pro forma increase to Total Equity or a pro forma reduction to Debt (and, if applied to reduce Debt,
such reduction shall be given effect for purposes of determining compliance with the covenant set forth in Section
6.03 for any later test period that includes such fiscal period) as of the relevant date of determination in an amount
equal to such net cash proceeds.
(b)Upon receipt by the Administrative Agent of an irrevocable notice from the Borrowers delivered
concurrent with the delivery of financial statements pursuant to Section 6.01(a) or (b), as applicable, and through the
Cure Date: (i) no Default or Event of Default shall be deemed to have occurred on the basis of a failure to comply
with the covenant set forth in such Section 6.03 unless such failure is not cured by the exercise of the Cure Right on
or prior to the Cure Date, (ii) without the consent of the Majority Lenders, the Borrowers shall not be permitted to
borrow any Loans and Letters of Credit shall not be issued or renewed unless and until any failure to comply with
the covenant set forth in such Section 6.03 has been cured by the exercise of the Cure Right, (iii) none of the
Administrative Agent or any Lender shall exercise any of the remedial rights otherwise available to it upon an Event
of Default, including the right to accelerate the Loans, to terminate Commitments or to foreclose on the Collateral
solely on the basis of an Event of Default having occurred as a result of a violation of the covenant set forth in such
Section 6.03, unless the Cure Right is not exercised on or prior to the Cure Date and (iv) if the Cure Right is not
exercised on or prior to the Cure Date, such Default or Event of Default shall spring into existence after such time
and the Administrative Agent and any Lender may take any actions or remedies pursuant to the terms of this
Agreement and the other Loan Documents. 
(c)If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the
Borrowers shall then be in compliance with the requirements of the covenant set forth in Section 6.03 for the
relevant fiscal quarter, the Borrowers shall be deemed to have satisfied the requirements of such covenant as of the
relevant date of determination with the same effect as though there had been no failure to comply therewith at such
date. 
(d)Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period
there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this
Agreement, the Cure Right shall not be exercised more than five times, (iii) the cure amount shall be no greater than
the amount required for the purpose of complying with the covenant set forth in Section 6.03 and any amounts in
excess thereof shall not be deemed to be a cure amount, and (iv) such cure amount shall be disregarded for purposes
of determining whether any Debt to Equity Ratio-based condition to the availability of any carve-out set forth in
Article 6 of this Agreement has been satisfied.
ARTICLE VIII
THE ADMINISTRATIVE AGENT
SECTION 8.01Appointment and Authority. 
(a)Each of the Lenders hereby irrevocably appoints MHCB to act on its behalf as the Administrative
Agent under and in connection with the Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article
VIII are solely for the benefit of the Administrative Agent and the Lenders and the Borrowers shall have no rights as
a third party beneficiary of any of such provisions.
(b)Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued
by it and the documents associated therewith, and each such Issuing Lender shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Article VIII with respect to any acts taken or omissions
suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and
the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” as used in this Article VIII included such Issuing Lender with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to such Issuing Lender.
(c)The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and
each of the Lenders and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to
act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all
Liens on Collateral granted by any of the Obligors to secure any of the obligations of the Obligors under the Loan
Documents, together with such powers and discretion as are reasonably incidental thereto. In this connection, the
Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the
Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or
any portion thereof) granted under the Loan Documents, or for exercising any rights and remedies thereunder at the
direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VIII and
Article IX as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan
Documents) as if set forth in full herein with respect thereto.
SECTION 8.02Rights as a Lender.  The Person serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it
were not the Administrative Agent and the term “Lender” shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual
capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in
any other advisory capacity for and generally engage in any kind of business with any Obligor or any Affiliate
thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to
the Lenders.
SECTION 8.03Exculpatory Provisions. 
(a)The Administrative Agent shall not have any duties or obligations except those expressly set forth
in the Loan Documents.  Without limiting the generality of the foregoing, the Administrative Agent:
(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;
(ii)shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the
Administrative Agent is required to exercise as directed in writing by the Majority Lenders (or such other
number or percentage of the Lenders as shall be expressly provided for in the Loan Documents), provided
that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or
applicable law; and
(iii)shall not, except as expressly set forth in the Loan Documents, have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to any Obligor or any of its
Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of
its Affiliates in any capacity.
(b)The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the
consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as
provided in Section 9.01) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as
determined in a final non-appealable judgment by a court of competent jurisdiction.  The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the
Administrative Agent by a Borrower or a Lender.
(c)The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or
security interest created or purported to be created under the Security Documents, or the value or sufficiency of the
Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations
hereunder or thereunder.
SECTION 8.04Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, internet or intranet website posting or
other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In
determining compliance with any condition hereunder to the making of a Loan or issuance of a Letter of Credit that
by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such
condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary
from such Lender prior to the making of such Loan or such issuance.  The Administrative Agent may consult with
legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken
or not taken by it in accordance with the advice of any such counsel, accountants or experts.
SECTION 8.05Delegation of Duties.  The Administrative Agent may perform any and all of its duties
and exercise its rights and powers under any Loan Document by or through any one or more sub-agents appointed
by the Administrative Agent.  The Administrative Agent and any such sub-agent and any Issuing Lender may
perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. 
The exculpatory provisions of this Article VIII shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent and the Issuing Lender, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities as Administrative
Agent.
SECTION 8.06Resignation of Administrative Agent.  The Administrative Agent may at any time give
notice of its resignation to the Lenders and TCG.  Upon receipt of any such notice of resignation, the Majority
Lenders shall have the right, with the consent of TCG (such consent not to be unreasonably withheld or delayed)
unless a Specified Event of Default has occurred and is continuing, to appoint a successor that is not a Disqualified
Institution, which shall be a nationally recognized bank with an office in New York, New York or an Affiliate of any
such bank with an office in New York, New York.  If no such successor shall have been so appointed by the
Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a
successor Administrative Agent meeting the qualifications set forth above (including TCG’s consent and that such
successor not be a Disqualified Institution), provided that if the Administrative Agent shall notify the Borrowers and
the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from
its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through
the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Majority
Lenders with the consent of TCG appoint a successor Administrative Agent as provided for above in this subsection. 
Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative
Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations under the
Loan Documents (if not already discharged therefrom as provided above in this subsection).  The fees payable by
the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrowers and such successor.  After the retiring Administrative Agent’s resignation,
the provisions of this Article VIII and Section 9.04 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. At any time
the Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative
Agent may be removed as the Administrative Agent hereunder at the request of the Borrowers.
SECTION 8.07Non-Reliance on Administrative Agent and Other Lenders.  Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on
such documents and information as it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon any Loan Document or any related agreement or any document
furnished hereunder or thereunder.
SECTION 8.08Administrative Agent Indemnification.  To the extent required by any applicable Laws,
the Administrative Agent may withhold in respect of any payment to any Lender the amount of any applicable
withholding Tax.  Without limiting or expanding the obligation of the Borrowers or any of their Subsidiaries under
Section 3.11, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make
payable in respect thereof within 10 days after demand therefor, all Taxes and all related losses, claims, liabilities
and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by
or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority
as a result of the failure of the Administrative Agent to properly withhold Tax in respect of any amounts paid to or
for the account of such Lender for any reason (including because the appropriate documentation was not delivered
or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in
circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), whether or not such
Taxes are correctly or legally asserted.  A certificate as to the amount of such payment or liability delivered to any
Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the
Administrative Agent to set off and apply all amounts at any time owing to such Lender under this Agreement or
any other Loan Document against any amount due the Administrative Agent under this Section 8.08.  The
agreements in this Section 8.08 shall survive the resignation and/or replacement of the Administrative Agent, any
assignment of rights by, or the replacement of, a Lender, the termination of the commitments and the repayment,
satisfaction or discharge of all other Obligations.
SECTION 8.09No Other Duties; Etc. Anything herein to the contrary notwithstanding, the Lead
Arranger and any bookrunner listed on the cover page hereof shall not, in such capacities, have any powers, duties or
responsibilities under any of the Loan Documents.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01Amendments, Etc. 
(a)No amendment or waiver of any provision of this Agreement or any other Loan Document, nor
consent to any departure by a Borrower therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Borrowers and the Majority Lenders, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided that no amendment, waiver or consent
shall, unless in writing and signed by each Lender directly and adversely affected thereby, do any of the following: 
(i) subject such Lender to any additional obligations including, without limitation, any extension of the expiry date
of any Commitment of such Lender or increase any Commitment of such Lender, (ii) reduce the principal of, or rate
of interest on, any Loan, L/C Reimbursement Obligation or any fees or other amounts payable hereunder, (iii)
postpone any date for payment of principal of, or interest on, any Loan, L/C Reimbursement Obligation or any fees
or other amounts payable hereunder when due (other than fees or other amounts payable for the sole account of an
Issuing Lender), (iv) modify any of the provisions of the Loan Documents relating to pro rata payments or (v) waive
any condition precedent to any Borrowing without the consent of the Majority Tranche Lenders; and provided,
further, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, change the
percentage of any Commitments or of the aggregate unpaid principal amount of the Loans, or the number of
Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (A) amend Section
3.07(a) or (b), this Section 9.01 or Section 6.08 of the Guarantee and Security Agreement or (B) release all or
substantially all of the Collateral or all or substantially all of the value of the Guarantees provided by the Guarantors,
and provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent and the Issuing Lenders in addition to the Lenders required above to take such action, affect
the rights or duties of the Administrative Agent or, as the case may be, the Issuing Lenders under any Loan
Document, (y) if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any
error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the
Administrative Agent and the Borrowers shall be permitted to amend such provision and such amendment shall
become effective without any further action or consent of any other party to any Loan Document if the same is not
objected to in writing by the Majority Lenders within five Business Days after notice thereof.  Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that no Commitment of such Lender may be increased or extended without the
consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting
Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders) and (z) no
waiver, amendment or modification to this Agreement shall by its terms adversely affect the rights of Lenders
holding Loans or Commitments of a particular Class in respect of payments or Collateral hereunder in a manner
different than such waiver, amendment or modification affects Lenders holding Loans or Commitments of other
Classes without the consent of the Majority Tranche Lenders of the affected Class in addition to the Lenders
required above to take such action.
(b)This Agreement, the other Loan Documents and the other agreements provided for herein
constitute the entire agreement of the parties hereto and thereto with respect to the subject matter hereof and thereof.
SECTION 9.02Notices, the Borrowers as Administrative Borrowers, Etc.
(a)Except as provided in subsections (b) and (c) below, all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by facsimile, in each case, as follows:
(i)if to any Borrower or any Guarantor: 
c/o TCG Capital Markets L.L.C.
520 Madison Avenue, 38th Floor
New York, NY 10022
Attention:  Justin Plouffe and Joshua Lefkowitz
Electronic Mail:  [***] and [***]
(ii)if to the Administrative Agent:
Mizuho Bank, Ltd.
New York Branch
1271 Avenue of the Americas
New York, NY 10020
Attention:  Sean Pattap
Electronic Mail:  [***]
and
Mizuho Bank, Ltd.
New York Branch
1271 Avenue of the Americas
New York, NY 10020
Attention:  James Benbrook
Electronic Mail:  [***]
and, with respect to any Notice of Borrowing:
[***]
(iii)if to the Issuing Lender:
Mizuho Bank, Ltd.
New York Branch
1271 Avenue of the Americas
New York, NY 10020
Attention:  Sean Pattap
Electronic Mail:  [***]
and
Mizuho Bank, Ltd.
New York Branch
1271 Avenue of the Americas
New York, NY 10020
Attention:  James Benbrook
Electronic Mail:  [***]
(iv)if to a Lender, to it at its address (or facsimile number, electronic mail address or
telephone number) set forth in its Administrative Questionnaire;
provided that any party may change its address, facsimile number, electronic mail address or telephone number for
notices and other communications hereunder by notice to the other parties.  Except as provided in clause (d) below,
notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have
been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if
not given during normal business hours for the recipient, shall be deemed to have been given at the opening of
business on the next Business Day for the recipient), except that notices and communications to the Administrative
Agent pursuant to Article II or Article VII shall not be effective until received by the Administrative Agent. Notices
delivered through electronic communications to the extent provided in clause (b) below, shall be effective as
provided in said clause (b).
(b)Notices and other communications to any Lender hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by
the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II
if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by
electronic communication.  The Administrative Agent or any Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-
mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient
(such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement),
provided that if such notice or other communication is not sent during the normal business hours of the recipient,
such notice or communication shall be deemed to have been sent at the opening of business on the next Business
Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor.
(c)Each Borrower further agrees that the Administrative Agent may make communications to
Lenders available to the Lenders by posting the communications on Intralinks or a substantially similar electronic
transmission system (the “Platform”).  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS.  NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT
PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.  IN NO EVENT SHALL
THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY,
THE “AGENT PARTIES”) HAVE ANY LIABILITY TO ANY OBLIGOR, ANY LENDER OR ANY OTHER
PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
(WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF SUCH OBLIGOR’S OR THE
ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET,
EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-
APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM
SUCH AGENT PARTY’S BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(d)The Administrative Agent agrees that the receipt of the communications by the Administrative
Agent at its e-mail address set forth above shall constitute effective delivery of the communications to the
Administrative Agent for purposes of the Loan Documents.  Each Lender agrees that notice to it (as provided in the
next sentence) specifying that the communications have been posted to the Platform shall constitute effective
delivery of the communications to such Lender for purposes of the Loan Documents.  Each Lender agrees (i) to
provide to the Administrative Agent in writing (including by electronic communication), promptly after the date of
this Agreement, one or more e-mail addresses to which the foregoing notice may be sent by electronic transmission
and (ii) that the foregoing notice may be sent to such e-mail address or addresses.
(e)Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any
notice or other communication pursuant to any Loan Document in any other manner specified in such Loan
Document.
(f)The Borrowers each hereby irrevocably appoint TCG as the administrative borrower with respect
to this Agreement and the other Loan Documents, and all notices, demands and interactions with TCG are hereby
authorized by the other Borrowers, and shall be conclusive and binding on the other Borrowers, who duly and
irrevocably authorize TCG to act on their behalf for all purposes under this Agreement and the other Loan
Documents, and the Administrative Agent and the Lenders may conclusively rely on all notices, directions, and
other interactions with TCG without consulting in any manner with the other Borrowers.
SECTION 9.03No Waiver; Remedies; Setoff. 
(a)No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in
exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.
(b)If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at
any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender to or for the credit or the account of any
Borrower against any and all of the obligations of such now or hereafter existing under this Agreement or any other
Loan Document to such Lender irrespective of whether or not such Lender shall have made any demand under this
Agreement or any other Loan Document and although such obligations of such Borrower may be contingent or
unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit
or obligated on such indebtedness. The rights of each Lender under this Section 9.03 are in addition to other rights
and remedies (including other rights of setoff) that such Lender may have.  Each Lender agrees to notify TCG and
the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice
shall not affect the validity of such setoff and application.
SECTION 9.04Expenses; Indemnity; Damage Waiver. 
(a)Costs and Expenses.  The Borrowers (on a several and not joint basis) shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, the Lead Arranger and their respective Affiliates (but
limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of one counsel
(together with one local counsel in each relevant jurisdiction) and, after notice to the Borrowers, of more than one
such counsel to the extent the Administrative Agent or any Lender reasonably determines that there is an actual or
potential conflict of interest requiring the employment of separate counsel), in connection with the syndication of the
facility contemplated hereby, the preparation, negotiation, execution, delivery and administration of this Agreement
and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof, (ii)
all out-of-pocket expenses incurred by the Administrative Agent and the Lenders (but limited, in the case of legal
fees and expenses, to the reasonable fees, charges and disbursements of one counsel (together with one local counsel
in each relevant jurisdiction) and, after notice to the Borrowers, of more than one such counsel to the extent the
Administrative Agent or any Lender reasonably determines that there is an actual or potential conflict of interest
requiring the employment of separate counsel) in connection with the enforcement (including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect thereof) or, during the continuance of
an Event of Default, protection of its rights in connection with this Agreement and the other Loan Documents,
including its rights under this Section 9.04 and (iii) all reasonable and documented out-of-pocket expenses incurred
by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder.
(b)Indemnification by the Borrowers.  The Borrowers (on a several and not joint basis) hereby
indemnify the Administrative Agent, the Lead Arranger, each Lender and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to the
reasonable fees, charges and disbursements of one counsel for the Indemnitees (together with one local counsel in
each relevant jurisdiction) and, after notice to the Borrowers, of more than one such counsel to the extent any
Indemnitee reasonably determines that there is an actual or potential conflict of interest requiring the employment of
separate counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any
Borrower or any other Obligor arising out of, in connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any
Borrower or any other Obligor and regardless of whether any Indemnitee is a party thereto, provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or
related expenses (x) are determined by a final and nonappealable judgment of a court of competent jurisdiction to
have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a
claim brought by any Borrower against an Indemnitee for material breach of such Indemnitee’s obligations
hereunder or under any other Loan Document, if such Borrower has obtained a final and nonappealable judgment in
its favor on such claim as determined by a court of competent jurisdiction. Paragraph (b) of this Section 9.04 shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any
non-Tax claim.
(c)Reimbursement by Lenders.  To the extent that the Borrowers for any reason fail to indefeasibly
pay any amount required under clause (a) or (b) of this Section 9.04 to be paid by it to the Administrative Agent, the
Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the
Administrative Agent, the Issuing Lender or such Related Party, as the case may be, such Lender’s Total
Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the
Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent or the Issuing Lender in connection with such capacity.
(d)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable law, each
party hereto agrees that it will not assert, and hereby waives, any claim against any other party hereto, on any theory
of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any Letter of
Credit or the use of proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any
damages arising from the use by unintended recipients of any information or other materials distributed to such
unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby other than for direct or actual damages resulting from the bad faith, gross negligence or willful misconduct
of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 
Notwithstanding the foregoing, nothing in this Section 9.04(d) shall limit the Borrowers’ indemnification obligations
set forth in Section 9.04(b).
(e)Payments.  All amounts due under this Section 9.04 shall be payable not later than 15 Business
Days after demand therefor.
SECTION 9.05Binding Effect, Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the Borrowers, the Administrative Agent and each Lender and their respective successors and
permitted assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Administrative Agent and the Lenders.
SECTION 9.06Assignments and Participations. 
(a)Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no
Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of the Administrative Agent and each Lender.  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent provided in clause (d) of this Section 9.06 and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.
(b)Assignments by Lenders.  Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and
the Loans at the time owing to it); provided that:
(i)except in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans of any Class at the time owing to it or in the case of an assignment to
a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender (in each case, other than
a Disqualified Institution), the aggregate amount of the Commitments (which for this purpose includes
Loans outstanding thereunder) of any Class or, if the applicable Commitment is not then in effect, the
principal outstanding balance of the Loans of such Class of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,
as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 (or, if the
Commitment is not then in effect and Loans are outstanding in an Alternate Currency, ₤5,000,000 or
€5,000,000 or an integral multiple of ₤1,000,000 or €1,000,000, as applicable) in excess thereof, unless
each of the Administrative Agent and, unless a Specified Event of Default has occurred and is continuing,
the Borrowers otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii)each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the
Commitment of any Class assigned;
(iii)the parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible
Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire;
(iv)no assignment shall be made to a Disqualified Institution without TCG’s prior written
consent (which consent may be withheld in its sole discretion), and upon an inquiry by any Lender to the
Administrative Agent as to whether a specific potential assignee or prospective participant is a Disqualified
Institution, the Administrative Agent shall be permitted to disclose to such inquiring Lender whether such
specific potential assignee or prospective participant is on the list of Disqualified Institutions; provided that
the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain,
inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions
and shall not be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or
prospective Lender or Participant is a Disqualified Institution or have any liability with respect to or arising
out of any assignment or participation to or disclosure of confidential information to, a Disqualified
Institution; and
(v)no assignment shall be made to a natural person.
Subject to notice to TCG and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of
this Section 9.06, from and after the Assignment Date specified in each Assignment and Assumption (an
“Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with
respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with
clause (d) of this Section 9.06.
Notwithstanding anything herein to the contrary, in no event shall MHCB hold less than 66.6% of the aggregate
Commitments under this Agreement unless the Borrowers separately agree in writing to MHCB holding less than
such amount.
(c)Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrowers,
shall maintain at its address specified in Section 9.02 a copy of each Assignment and Assumption delivered to it and
a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal
amounts (and interest amounts) of the Loans owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”).  The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and
the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available
for inspection by the Borrowers and, solely with respect to itself, any Lender, at any reasonable time and from time
to time upon reasonable prior notice.
(d)Participations.  Any Lender may at any time, without the consent of, or notice to, any Borrower or
the Administrative Agent, sell participations to any Person (other than a natural person or any Borrower or any of
TCG’s Affiliates or Subsidiaries or any Disqualified Institutions) (each, a “Participant”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the
Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and
(iii) the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver
of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first
proviso of Section 9.01 that affects such Participant.  Subject to clause (e) of this Section, each Borrower agrees that
each Participant shall be entitled to the benefits and obligations of Sections 3.09, 3.11, and 3.12 (subject to the
requirements and limitations of such sections and it being understood that the documentation required under Section
3.11(f) shall be delivered solely to the participating Lender) to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to clause (b) of this Section 9.06.  Each Lender that sells a participation
shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and
address of each Participant and the principal amounts (and interest amounts) of each Participant’s interest in the
Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall
have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of
any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit
or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish
that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of
the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest
error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of
such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
(e)Limitations upon Participant Rights.  A Participant shall not be entitled to receive any greater
payment under Sections 3.09, 3.11 and 3.12 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, except to the extent such greater entitlement results from a
Change in Law after the participation occurs.
(f)Certain Pledges.  Any Lender, without the consent of any Borrower or the Administrative Agent
may at any time grant security interest in all or any portion of its rights under this Agreement or any Note to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.
(g)Resignation as Issuing Lender after Assignment.  Notwithstanding anything to the contrary
contained herein, (i) if at any time MHCB assigns all of its Commitments and Loans pursuant to Section 9.06(b),
MHCB may, upon 30 days’ notice to the Borrowers and the Lenders, resign as Issuing Lender and (ii) if at any time
MHCB resigns as Administrative Agent pursuant to Section 8.06, it shall be deemed to automatically resign as
Issuing Lender.  In the event of any such resignation as Issuing Lender, the Borrowers shall be entitled to appoint,
from among the Lenders, a successor Issuing Lender hereunder; provided, however, that no failure by the Borrowers
to appoint any such successor shall affect the resignation of MHCB as Issuing Lender.  If MHCB resigns as Issuing
Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all L/C Exposure with
respect thereto.  Upon the appointment of a successor Issuing Lender, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender, and (b) the
successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at
the time of such succession or make other arrangements satisfactory to MHCB to effectively assume the obligations
of MHCB with respect to such Letters of Credit.
(h)Disqualified Institutions.  Notwithstanding anything to the contrary herein, if any Loans are
assigned or any participations are purchased or otherwise acquired, without TCG’s consent (in violation of Section
9.06(b) or (d)), to any Disqualified Institution, then: (i) the Borrowers may, at their sole expense and effort, upon
notice to the applicable Disqualified Institution and the Administrative Agent, (x) terminate any commitment of such
Disqualified Institution and repay any applicable outstanding Loans, plus accrued interest, accrued fees and all other
amounts (other than principal amounts) payable to it hereunder, but, notwithstanding anything to the contrary,
without premium, penalty, prepayment fee, breakage or accrued interest, and/or (y) require such Disqualified
Institution to assign its rights and obligations to one or more Eligible Assignees at the price paid by it, plus accrued
fees and all other amounts (other than principal amounts) payable to it hereunder, but, notwithstanding anything to
the contrary, without premium, penalty, prepayment fee, accrued interest or breakage (which assignment shall not be
subject to the processing and recordation fee described in Section 9.06(b)(iii)), (ii) no such Disqualified Institution
shall (x) receive any information or reporting provided by the Borrowers, the Administrative Agent or any other
Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent or (z) access any
electronic site established for the Lenders or confidential communications from counsel to or financial advisors of
the Administrative Agent or the Lenders, (iii) for purposes of voting, any Loans, Commitments or participations
held by such Disqualified Institution shall be deemed not to be outstanding and such Disqualified Institution shall
have no voting or consent rights with respect to “Majority Lender” or consents, in each case notwithstanding Section
9.01, (iv) for purposes of any matter requiring the vote or consent of each Lender affected by any amendment or
waiver, such Disqualified Institution shall be deemed to have voted or consented to approve such amendment or
waiver if a majority of the affected Lenders so approves and (v) such Disqualified Institution shall not be entitled to
any expense reimbursement or indemnification rights ordinarily afforded to Lenders or Participants hereunder or in
any Loan Document and such Disqualified Institution shall be treated in all other respects as a Defaulting Lender.
SECTION 9.07GOVERNING LAW; JURISDICTION; ETC. 
(A)GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(B)SUBMISSION TO JURISDICTION.  EACH BORROWER IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH
BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE COURT OR, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH
FEDERAL COURT. EACH BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. 
NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY
RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.
(C)WAIVER OF VENUE.  EACH BORROWER IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN CLAUSE (B) ABOVE.  EACH BORROWER IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT
(D)SERVICE OF PROCESS.  EACH BORROWER AGREES THAT SERVICE OF PROCESS
IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY
REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL),
POSTAGE PREPAID, AT ITS ADDRESS SET FORTH IN SECTION 9.02, OR AT SUCH OTHER
ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED IN
WRITING BY TCG.
SECTION 9.08Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and
the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.
SECTION 9.09Counterparts; Effectiveness; Execution. 
(a)Counterparts; Effectiveness.  This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract.  This Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or electronic transmission shall be effective as delivery of a manually
executed counterpart of this Agreement.
(b)Electronic Execution of Loan Documents or any Assignments.  The words “execution,” “signed,”
“signature,” and words of like import in this Agreement or any other Loan Documents or any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 9.10Survival.  The provisions of Sections 3.09, 3.11 and 3.12 and Article VIII and Section
9.04 shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans and the Commitments or the termination of this Agreement or any
provision hereof.
SECTION 9.11Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.
SECTION 9.12Confidentiality.  Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates
and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other
representatives (it being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and will be subject to customary confidentiality obligations of professional
practice or will agree (which agreement may be oral or pursuant to company policy) to be bound by the terms of this
Section 9.12 (or language substantially similar to this Section 9.12)), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any Self-Regulatory Organization), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto,
(e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any action
or proceeding relating to the Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.12, to
(i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to any Borrower and its obligations, (g) with the consent of TCG or (h) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section 9.12 or (y) becomes
available to the Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis
from a source other than TCG or its Subsidiary.
For purposes of this Section 9.12, “Information” means all information received from any Borrower or any
of its Subsidiaries relating to any Borrower or any of its Subsidiaries or any of their respective businesses, other than
any such information that is available to the Administrative Agent or any Lender on a non-confidential basis.  Any
Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information.
SECTION 9.13No Fiduciary Relationship.  In connection with all aspects of each transaction
contemplated hereby, each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: 
(a) the credit facility provided for hereunder and any related arranging or other services in connection therewith
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document)
are an arm’s length commercial transaction between the Borrowers and their Affiliates, on the one hand, and the
Administrative Agent and the Lead Arranger, on the other hand, and each Borrower is capable of evaluating and
understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby
and by the other Loan Documents (including any amendment, waiver or other modification thereof); (b) in
connection with the process leading to such transaction, each of the Administrative Agent and the Lead Arranger,
has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any Borrower or any of
its Affiliates, equity holders, creditors or employees or any other Person; (c) neither the Administrative Agent nor
the Lead Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any
Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with
respect to any amendment waiver or other modification hereof or of any other Loan Document (irrespective of
whether the Administrative Agent or the Lead Arranger has advised or is currently advising any Borrower or any of
its Affiliates on other matters) and neither the Administrative Agent nor the Lead Arranger has any obligation to any
Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent and the Lead Arranger and
their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of the Borrowers and their Affiliates, and neither the Administrative Agent nor the Lead Arranger has any
obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the
Administrative Agent and the Lead Arranger have not provided and will not provide any legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment,
waiver or other modification hereof or of any other Loan Document) and the Borrowers have consulted their own
legal, accounting, regulator and tax advisors to the extent it has deemed appropriate. Each Borrower hereby waives
and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent and
the Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty.
SECTION 9.14Headings.  Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.
SECTION 9.15USA PATRIOT Act.  Each Lender hereby notifies each Borrower and each Guarantor
that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies such Borrower
and such Guarantor, which information includes the name and address of the Borrowers and other information that
will allow such Lender to identify such Borrower in accordance with the Patriot Act.
SECTION 9.16Judgment Currency.  This is an international loan transaction in which the specification
of Dollars or an Alternate Currency, as the case may be (the “Specified Currency”), and any payment in New York
City or the country of the Specified Currency, as the case may be (the “Specified Place”), is of the essence, and the
Specified Currency shall be the currency of account in all events relating to amounts denominated in such Specified
Currency.  The payment obligations of the Borrowers under this Agreement and the other Loan Documents shall not
be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or
otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified
Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place
due hereunder.  If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder
in the Specified Currency into another currency (the “Second Currency”), the rate of exchange which shall be
applied shall be that at which in accordance with normal banking procedures the Administrative Agent could
purchase the Specified Currency with the Second Currency on the Business Day next preceding that on which such
judgment is rendered.  The obligation of the Borrowers in respect of any such sum due from it to the Administrative
Agent or any Lender hereunder shall, notwithstanding the rate of exchange actually applied in rendering such
judgment, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent
or such Lender, as the case may be, of any sum adjudged to be due hereunder or under the Notes in the Second
Currency to the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking
procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Second
Currency so adjudged to be due; and each Borrower (on a several and not joint basis) hereby, as a separate
obligation and notwithstanding any such judgment, agrees to indemnify the Administrative Agent or such Lender, as
the case may be, against, and to pay the Administrative Agent or such Lender, as the case may be, on demand in the
Specified Currency, any difference between the sum originally due from such Borrower to the Administrative Agent
or such Lender, as the case may be, in the Specified Currency and the amount of the Specified Currency so
purchased and transferred.
SECTION 9.17European Monetary Union. 
(a)Definitions.  In this Section 9.17 and in each other provision of this Agreement to which reference
is made in this Section 9.17 (whether expressly or impliedly), the following terms have the following respective
meanings:
“EMU” shall mean economic and monetary union as contemplated in the Treaty on European
Union.
“EMU Legislation” shall mean legislative measures of the European Council for the introduction
of, changeover to or operation of a single or unified European currency, being in part the implementation of
the third stage of EMU.
“Euro” shall mean the single currency of Participating Member States of the European Union,
which shall be a Currency under this Agreement.
“Euro Unit” shall mean a currency unit of the Euro.
“National Currency Unit” shall mean a unit of any Currency (other than a Euro Unit) of a
Participating Member State.
“Participating Member State” shall mean each state so described in any EMU Legislation.
“Target Operating Day” shall mean any day that is not (a) a Saturday or Sunday, (b) Christmas
Day or New Year’s Day or (c) any other day on which the Trans-European Real-time Gross Settlement
Express Transfer system (or any successor settlement system) is not operating (as determined by the
Administrative Agent).
“Treaty on European Union” shall mean the Treaty of Rome of March 25, 1957, as amended by
the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 7,
1992, and came into force on November 1, 1993), as amended from time to time.
(b)Alternative Currencies.  If and to the extent that any EMU Legislation provides that an amount
denominated either in the Euro or in the National Currency Unit of a Participating Member State and payable within
the Participating Member State by crediting an account of the creditor can be paid by the debtor either in the Euro
Unit or in that National Currency Unit, any party to this Agreement shall be entitled to pay such amount either in the
Euro Unit or in such National Currency Unit.
(c)Payments by the Administrative Agent Generally.  With respect to the payment of any amount
denominated in the Euro or in a National Currency Unit, the Administrative Agent shall not be liable to any
Borrower or any of the Lenders in any way whatsoever for any delay, or the consequences of any delay, in the
crediting to any account of any amount required by this Agreement to be paid by the Administrative Agent if the
Administrative Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the
payment of such amount in immediately available, freely transferable, cleared funds (in the Euro Unit or, as the case
may be, in a National Currency Unit) to the account of any Borrower or any Lender, as the case may be, in the
Principal Financial Center in the Participating Member State which such Borrower or, as the case may be, such
Lender shall have specified for such purpose.  In this paragraph (c), “all relevant steps” shall mean all such steps as
may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement
system as the Administrative Agent may from time to time reasonably determine for the purpose of clearing or
settling payments of the Euro.
(d)[Reserved]
(e)Rounding.  Without prejudice and in addition to any method of conversion or rounding prescribed
by the EMU Legislation, each reference in this Agreement to a minimum amount (or a multiple thereof) in a
National Currency Unit to be paid to or by the Administrative Agent shall be replaced by a reference to such
reasonably comparable and convenient amount (or a multiple thereof) in the Euro Unit as the Administrative Agent
may from time to time specify.
(f)Other Consequential Changes.  Without prejudice to the respective liabilities of the Borrowers to
the Lenders and the Lenders to the Borrowers under or pursuant to this Agreement, except as expressly provided in
this Section 9.17, each provision of this Agreement shall be subject to such reasonable changes of construction as
the Administrative Agent may from time to time specify to be necessary or appropriate to reflect the introduction of
or changeover to the Euro in Participating Member States.
SECTION 9.18Acknowledgement Regarding Any Supported QFCs.
To the extent that the Loan Documents provide support, through a guarantee or otherwise, of Hedging
Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such
QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the
Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.
Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions
below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be
governed by the laws of the State of New York and/or of the United States or any other state of the United States):
(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit
of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit
Support, and any rights in property securing such Supported QFC) from such Covered Party will be effective to the
same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and
such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the
United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan
Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised
against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be
exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed
by the laws of the United States or a state of the United States.  Without limitation of the foregoing, it is understood
and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the
rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
(b)As used in this Section 9.18, the following terms shall have the following meanings:
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and
interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Covered Entity” means any of the following:
(i)a “covered entity” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 252.82(b);
(ii)a “covered bank” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or
(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in
accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
(b)“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be
interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
[Signature Pages Intentionally Omitted]
Annex A-1
ANNEX A
CONCENTRATION PERCENTAGES
The aggregate amount of Category I Borrowings at any time outstanding (including any Category I Borrowing made
on the date of determination), shall not exceed (i) 40% of the Aggregate Facility Amount and (ii) in the case of all
such Category I Borrowings made by TCG SF that are then outstanding, $10,000,000; provided that notwithstanding
anything to the contrary in this clause (ii) TCG SF may borrow Category I Borrowings up to the full amount in
clause (i) if such borrowings are used to make a Subordinated FINRA Loan and TCG SF may borrow an amount in
excess of the clause (i) limit to make a Subordinated FINRA Loan if agreed to in writing (including e-mail) by the
Administrative Agent and TCG SF (it being understood that the Administrative Agent may reject any request to
borrow in excess of the clause (i) limit in its sole and absolute discretion and is under no obligation to agree to any
such borrowing).
All Financing Transaction Borrowings shall be subject to the following concentration percentages, measured on an
aggregate basis of all outstanding Financing Transaction Borrowings as of the date of determination (including any
Borrowing made on such date of determination), based on the underlying corporate family ratings (or estimates of
such ratings provided by the applicable credit rating agency) of the issuer or borrower in the related Financing
Transaction:
Moody’s / S&P Rating
(on stable outlook or better)
Percentage of
Aggregate Facility Amount
Baa3 / BBB-
100%
Ba1 / BB+
100%
Ba2 / BB
100%
Ba3 / BB-
100%
B1 / B+
100%
B2 / B
100%
B3 / B-
85%
Caa1 / CCC+
65%
Unrated
25%
Caa2 / CCC or lower
0%
; provided that in the case of Financing Transactions where the issuer or borrower is “Unrated” and the ratio of total
debt to EBITDA of such borrower or issuer on a pro forma basis after giving effect to each such Financing
Transaction is equal to or less than 5.00 to 1.00 (the calculation of such ratio to be based upon the pro forma or
historical financial statements furnished to the applicable Borrower or its applicable Subsidiary in connection with
such Financing Transaction, and, as applicable, used to determine the applicable ratios in the definitive
documentation for such Financing Transaction) then the aggregate concentration percentage on such Financing
Transaction Borrowings shall be 75%.
In addition, in any transaction where the underwriting obligation or financing commitment of any Borrower or any
of its Subsidiaries for any single Financing Transaction represents more than 50% of the total amount of such
Financing Transaction, any associated Financing Transaction Borrowing shall be subject to the following additional
concentration percentages, based on the underlying corporate family ratings of the issuer or borrower in the related
Financing Transaction:
Annex A-2
Moody’s / S&P Rating
(on stable outlook or better)
Percentage of
Aggregate Facility Amount
Baa3 / BBB-
100%
Ba1 / BB+
100%
Ba2 / BB
100%
Ba3 / BB-
100%
B1 / B+
100%
B2 / B
50%
B3 / B-
33%
Caa1 / CCC+
25%
Unrated
25%
Caa2 / CCC or lower
0%
; provided that in the case of any Financing Transaction where the issuer or borrower is “Unrated” and the ratio of
total debt to EBITDA of such borrower or issuer on a pro forma basis after giving effect to each such Financing
Transaction is equal to or less than 5.00 to 1.00 then the single transaction concentration percentage on any such
Financing Transaction Borrowing shall be 75%.
Notwithstanding anything in this Annex A to the contrary, the aggregate amount of outstanding Financing
Transaction Borrowings made to finance Financing Transactions in which the underlying issue or facility rating is
CCC or lower by S&P, or Caa2 or lower by Moody’s, shall not exceed 50% of the Aggregate Facility Amount at
any time.
Notwithstanding anything in the Agreement to the contrary, Category V Borrowings shall not be subject to any
concentration percentage, provided that a Category V Borrowing shall not be permitted to remain outstanding for
more than 45 days after such Category V Borrowing is initially made, any amount of such Category V Borrowing
that remains outstanding shall be converted to, and deemed to be outstanding under, the Borrowing Category that
would have otherwise applied based upon the type of transaction being financed.
All ratings determinations made for purposes of this Annex A shall be made as of the date of the relevant Financing
Transaction Borrowing.  In the event of a split rating, as applicable, the lower of the two ratings shall apply;
provided that in the event of a ratings split of two or more levels, the rating shall be deemed to be one level below
the higher of the two ratings; provided, further, that in the event either of the ratings is not on stable outlook or
better, the rating shall be deemed to be one level above the lower of the two ratings.
CG 2024.09.30 10-Q_EX-22
Exhibit 22
Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities
collateralize securities of the registrant
The following securities (collectively, the “Notes”) issued by the corresponding issuer listed
below, each a wholly-owned subsidiary of The Carlyle Group Inc. (the “Company”), were outstanding as
of September 30, 2024:
Notes Issued Under
Issuer
Jurisdiction of
Formation, Organization,
or Incorporation
5.625% Senior Notes due 2043
Carlyle Holdings II Finance L.L.C.
Delaware
5.65% Senior Notes due 2048
Carlyle Finance L.L.C.
Delaware
3.500% Senior Notes due 2029
Carlyle Finance Subsidiary L.L.C.
Delaware
4.625% Subordinated Notes due
2061
Carlyle Finance L.L.C.
Delaware
As of September 30, 2024, the guarantors under the Notes consisted of the Company, as a
guarantor that provides an unsecured guarantee of the Notes, and its wholly-owned subsidiaries listed in
the below table. The guarantees are joint and several, and full and unconditional.
Guarantor
Jurisdiction of Formation, Organization, or
Incorporation
Carlyle Holdings I L.P.
Delaware
Carlyle Holdings II L.P.*
Quebec
Carlyle Holdings III L.P.
Quebec
CG Subsidiary Holdings L.L.C.
Delaware
Carlyle Holdings II L.L.C.
Delaware
* Carlyle Holdings II L.P. is not a guarantor of the 4.625% Subordinated Notes due 2061
CG 2024.09.30 EXHIBIT 31.1
Exhibit 31.1
I, Harvey M. Schwartz, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of The Carlyle
Group Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
 
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: November 7, 2024
/s/ Harvey M. Schwartz
Harvey M. Schwartz
Chief Executive Officer
The Carlyle Group Inc.
(Principal Executive Officer)
CG 2024.09.30 EXHIBIT 31.2
Exhibit 31.2
I, John C. Redett, certify that:
 
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of The Carlyle
Group Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
 
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: November 7, 2024
/s/ John C. Redett
John C. Redett
Chief Financial Officer
The Carlyle Group Inc.
(Principal Financial Officer)
CG 2024.09.30 EXHIBIT 32.1
Exhibit 32.1
Certification of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of The Carlyle Group Inc. (the “Company”) on Form 10-Q for the quarter ended
September 30, 2024 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Harvey M.
Schwartz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
 
/s/ Harvey M. Schwartz
Harvey M. Schwartz
Chief Executive Officer
The Carlyle Group Inc.
Date: November 7, 2024
 
*
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of
the Report or as a separate disclosure document.
CG 2024.09.30 EXHIBIT 32.2
Exhibit 32.2
Certification of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of The Carlyle Group Inc. (the “Company”) on Form 10-Q for the quarter ended
September 30, 2024 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John C. Redett,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-
Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
 
/s/ John C. Redett
John C. Redett
Chief Financial Officer
The Carlyle Group Inc.
Date: November 7, 2024
 
*
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of
the Report or as a separate disclosure document.