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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2019

The Carlyle Group L.P.

(Exact name of registrant as specified in its charter)

Delaware		001-35538			45-2832612
(State or Other Jurisdiction of Incorporation)		(Commission File Number)			(IRS 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 or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 units representing limited partner interests	CG	The Nasdaq Global Select Market
5.875% Series A Preferred Units	TCGP	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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Item 2.02	Results of Operations and Financial Condition.

On July 31, 2019, The Carlyle Group L.P. issued a summary press release and a detailed earnings presentation announcing financial results for its second quarter ended June 30, 2019. The summary press release and the earnings presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibits 99.1 and 99.2 incorporated in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information or Exhibits 99.1 and 99.2 be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01	Financial Statements and Exhibits.

(d)	Exhibits.

Exhibit No.		Description
99.1		Summary earnings press release of The Carlyle Group L.P., dated July 31, 2019.
99.2		Earnings presentation of The Carlyle Group L.P., dated July 31, 2019.

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SIGNATURE

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 hereunto duly authorized.

 

		THE CARLYLE GROUP L.P.
				By:		Carlyle Group Management L.L.C.,
						its general partner
Date: July 31, 2019				By:		/s/ Curtis L. Buser
				Name:		Curtis L. Buser
				Title:		Chief Financial Officer

•	All of Carlyle’s private holdings units and common units will be exchanged for one class of common shares, creating a simple, transparent corporate structure

•	New one-share/one-vote structure will deliver industry-leading governance rights to all shareholders

•	Conversion to a Full C-Corporation is expected to improve trading liquidity by increasing Carlyle’s appeal to a broader group of passive and active investors through potential inclusion into indices and benchmarks utilized by more than $7 trillion of industry assets

•	New annual dividend of $1.00 per share will provide an approximate 4% yield on current unit price, more than double the average S&P500 constituent, and incremental retained earnings will enhance capital allocation flexibility

•	Termination of the Tax Receivable Agreement for $1.50 per private holdings unit, payable over five years, improving simplicity for all shareholders and removing future associated liabilities

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•	U.S. GAAP results included net income attributable to The Carlyle Group L.P. common unitholders of $148 million, or $1.23 per common unit on a diluted basis, for Q2 2019

•	Distributable Earnings of $213 million on a pre-tax basis for Q2 2019 and $0.57 per common unit on a post-tax basis in Q2 2019

•	Declared a quarterly distribution of $0.43 per common unit for Q2 2019

•	Assets Under Management of $222.7 billion as of Q2 2019, up 6% over the last twelve months

•	Net accrued performance revenues of $1.9 billion as of Q2 2019, down 3% over the last twelve months

•	$4.4 billion in realized proceeds in Q2 2019 and $20.4 billion realized over the last twelve months

•	$7.3 billion of invested capital in Q2 2019 and $25.6 billion invested over the last twelve months

•	$3.5 billion in capital raised in Q2 2019 and $23.5 billion raised over the last twelve months

•	Announced plans to convert to a Full C-Corporation with an expected effective date of January 1, 2020

•	All of Carlyle’s private holdings units and common units will be exchanged for one class of common shares, creating a simple, transparent corporate structure

•	New one-share/one-vote structure will deliver industry-leading governance rights to all shareholders

•	Conversion to a Full C-Corporation is expected to improve trading liquidity by increasing Carlyle’s appeal to a broader group of passive and active investors through potential inclusion into indices and benchmarks utilized by more than $7 trillion of industry assets

•	New annual dividend of $1.00 per share will provide an approximate 4% yield on current unit price, more than double the average S&P500 constituent, and incremental retained earnings will enhance capital allocation flexibility

•	Termination of the Tax Receivable Agreement for $1.50 per private holdings unit, payable over five years, improving simplicity for all shareholders and removing future associated liabilities

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Distributable Earnings were $213 million in Q2 2019 and $735 million over the LTM. Q2 2019 Distributable Earnings included $133 million in Fee Related Earnings, $21 million in Realized Net Performance Revenues and $74 million in Realized Principal Investment Income, largely attributable to a $72 million gain from the final resolution of French tax litigation concerning a European Real Estate fund, which partially reversed a loss recognized in 2015. DE per common unit was $0.57 for Q2 2019 and $1.95 for the LTM.

•

Fee Related Earnings were $133 million in Q2 2019, more than double the Q2 2018 level, and higher than our run rate Fee Related Earnings of approximately $100 million. Management Fees of $415 million for Q2 2019 increased 26% compared to Q2 2018, higher than the 8% increase in Fee-earning AUM over the same period. Catch-up management fees were $28 million in Q2 2019 compared to $12 million Q2 2018, and we expect catch-up management fees to decline over the next few quarters.

•

Realized Net Performance Revenues were $21 million in Q2 2019 and $195 million over the LTM, down from $488 million over the prior LTM period. Realized Proceeds were $4.4 billion in Q2 2019 and $20.4 billion over the LTM, down from $29.0 billion over the prior LTM period. Carry fund realizations remain below comparable prior periods and we continue to expect Realized Net Performance Revenues to remain low throughout the remainder of 2019.

•	Total Assets Under Management (“AUM”) of $222.7 billion as of Q2 2019 increased 6% compared to Q2 2018 driven by the combination of $23.5 billion in fundraising and $7.1 billion in market appreciation, partially offset by $20.4 billion in realized proceeds to fund investors.

•	Fee-earning AUM of $158.4 billion increased 8% from Q2 2018, but declined compared to Q1 2019 primarily due to a step down in fee basis on certain carry funds. As of Q2 2019, there was $7.9 billion in pending Fee-earning AUM that will turn on fees either through activation of the underlying fund or additional capital deployment.

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•	Distributable Earnings were $63 million in Q2 2019, and $349 million over the LTM. Q2 2019 includes $62 million in Fee Related Earnings, $6 million in Realized Net Performance Revenues and $1 million in Realized Principal Investment Income.

•	Fee Related Earnings were $62 million in Q2 2019, compared to $4 million in Q2 2018, with the significant increase in FRE due to fee activations on several buyout funds over the past year as well as lower G&A expenses, partially offset by an increase in cash compensation expense. Management fees increased to $190 million in Q2 2019, an increase of 29% over Q2 2018.

•

Realized Net Performance Revenues were $6 million in Q2 2019, and $114 million over the LTM, down from $408 million over the prior LTM period. Realized Proceeds were $1.6 billion in Q2 2019 and $5.8 billion over the LTM, down from $13.0 billion over the prior LTM period. The relatively low level of Net Performance Revenues and Realized Proceeds is attributable to a slower pace of exit activity from our large buyout funds, which we expect to continue throughout the remainder of 2019.

•	Invested $4.2 billion in Q2 2019 into new and follow-on investments, including Standard Aero Holding Corp and Commscope Holding Company (CP VII), Tamko Building Products (CGP), and Tokiwa Corporation (CJP III). As of the end of Q2 2019, CPE had signed or announced transactions with approximately $1.5 billion of additional equity commitments, which are expected to close in future periods.

•	Assets Under Management reached $83.9 billion in Q2 2019, an increase of 3% compared to Q2 2018, positively impacted by $8.3 billion in fundraising and $1.4 billion in market appreciation, partially offset by $5.8 billion in realized proceeds.

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Distributable Earnings were $135 million in Q2 2019 and $275 million over the LTM, a significant increase over the $95 million in the prior LTM. Q2 2019 Distributable Earnings includes $54 million in Fee Related Earnings and $70 million of Realized Principal Investment Income, driven by the final resolution of French tax litigation concerning a European Real Estate fund, as well as $13 million of Realized Net Performance Revenues.

•	Fee Related Earnings were $54 million in Q2 2019, a 62% increase over $33 million in Q2 2018, and included $26 million in catch up management fees. Over the LTM, Fee Related Earnings of $143 million were up 34% compared to $107 million for the prior LTM, driven by higher management fees and lower G&A expenses, partially offset by higher cash compensation.

•

Realized Net Performance Revenues were $13 million in Q2 2019, modestly below the Q2 2018 level, and were generated primarily by our U.S. Realty funds. Over the LTM, Realized Net Performance Revenues were $68 million, up from $44 million in the prior LTM, while Realized Proceeds of $4.8 billion over the LTM declined from $5.5 billion in the prior LTM period. The increase in Realized Net Performance Revenue was driven by a higher portion of exit activity originating from funds in a position to realize performance revenue relative to the prior LTM period.

•	Invested $0.9 billion in the quarter and $4.2 billion over the LTM, down from $5.7 billion in the prior LTM period.

•

Assets Under Management of $46.8 billion increased 3% compared to Q2 2018, largely driven by $5.8 billion in fundraising and $0.1 billion in market appreciation, partially offset by $4.8 billion in realized proceeds. Fundraising of $1.6 billion in Q2 2019 included a follow-on closing in our global infrastructure fund and our latest vintage NGP energy fund, in addition to several closings for coinvestment vehicles.

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•	Distributable Earnings were $9 million in Q2 2019 and $76 million over the LTM, compared to $135 million over the prior LTM, which benefited from $68 million of insurance recoveries.

•	Fee Related Earnings were $11 million in Q2 2019, down slightly from $12 million in Q2 2018. Management Fees of $79 million increased 32% year over year, and were partially offset by an increase in compensation and G&A expenses, largely driven by the ongoing organic build-out of our Global Credit platform and the addition of Carlyle Aviation Partners.

•	Invested $0.8 billion in Global Credit carry funds in the quarter and $1.8 billion for the LTM. Direct Lending originated gross new loans of approximately $650 million in the quarter and approximately $2.4 billion for the LTM.

•	Assets Under Management of $46.6 billion increased 31% compared to Q2 2018, driven by $5.9 billion of fundraising and the addition of Carlyle Aviation Partners, partially offset by $0.9 billion in Realized Proceeds. Fundraising of $1.0 billion for Q2 2019 included additional capital raised for our opportunistic credit fund. Fee-earning AUM of $35.9 billion increased 25% compared to Q2 2018.

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•	Distributable Earnings were $8 million in Q2 2019 and $36 million for the LTM, an increase of 6% over the prior LTM, attributable to an increase in Realized Net Performance Revenues.

•	Fee Related Earnings were $6 million in Q2 2019 and $29 million over the LTM, a decrease of 14% over the prior LTM. Management fees declined 6% to $39 million compared to Q2 2018 as Fee-Earning AUM declined 3% over the past year, as a high level of realizations have outpaced new fundraising.

•

Realized Net Performance Revenues of $11 million over the LTM were up from $4 million over the prior LTM period, as we continue to accrue and realize a higher percentage of performance revenues from AlpInvest funds over time. Net Accrued Performance Revenue increased to $97 million, up 11% compared to Q2 2018, as AlpInvest funds continue to generate strong performance and a higher portion of accrued performance revenue is attributable to Carlyle relative to prior periods.

•	Invested $1.4 billion in Investment Solutions carry funds during Q2 2019, and $5.4 billion over the LTM, a 27% increase over the $4.3 billion invested over the prior LTM period.

•	Assets Under Management of $45.4 billion decreased 5% compared to Q2 2018, attributable to $9.0 billion in realized proceeds and $0.9 billion of negative foreign exchange impact, partially offset by $3.4 billion in fundraising and $5.4 billion in market appreciation. Fee-earning AUM of $28.8 billion declined 3% compared to Q2 2018.

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1)	The amount in the "Carlyle Consolidated" column is income before provision for income taxes, which is the GAAP measure that is most directly comparable to Distributable Earnings.

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(a)

The Revenues adjustment principally represents unrealized performance revenues, unrealized principal investment income, revenues earned from the Consolidated Funds that were eliminated in consolidation to arrive at Carlyle’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 and the inclusion of tax expenses associated with certain performance fees, as detailed below:

(b)

The Expense adjustment represents the elimination of intercompany expenses of the Consolidated Funds payable to Carlyle, the inclusion of equity-based compensation, unrealized performance revenues related compensation and certain tax expenses associated with realized performance revenue compensation, adjustments related to expenses associated with the investments in NGP Management and its affiliates that are included in operating captions, changes in the tax receivable agreement liability and charges and credits associated with Carlyle corporate actions and non-recurring items, as detailed below:

(c)	The Other Income (Loss) adjustment results from the Consolidated Funds which were eliminated in consolidation to arrive at Carlyle’s total Other Income (Loss).

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(d)	Reconciliation for Distributable Earnings and Fee Related Earnings (Unaudited)

(1)	The three months ended June 30, 2019, March 31, 2019 and December 31, 2018 include $231 million, $229 million and $46 million, respectively, in gains from changes in the fair value of embedded derivatives at Fortitude Re as a result of accounting principles related to derivatives and hedging.

(2)	Equity-based compensation for the three months ended June 30, 2019 includes $3.6 million which is included in principal investment income and general, administrative and other expenses in our U.S. GAAP statement of operations, as well as $0.1 million related to units issued in conjunction with a previous acquisition.

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(1)	Income before provision for income taxes is the GAAP measure that is most directly comparable to Distributable Earnings, which management uses to measure the performance of the business.  A full reconciliation is included on page 29. See “Non-GAAP Financial Information and Other Key Terms” for additional information.

(2)

Modified coinsurance is subject to the general accounting principles for derivatives and hedging, specifically the guidance originally issued as Derivatives Implementation Group Issue No. B36: Embedded Derivatives: Modified Coinsurance Agreements and Debt Instruments That Incorporate Credit Risk Exposures That Are Unrelated or Only Partially Related to the Creditworthiness of the Obligor under Those Instruments (“DIG B36”).

(1)	Represents the implied provision for current income taxes that was calculated using a similar methodology as that used in calculating the provision for income taxes for The Carlyle Group L.P., without any reduction for non-controlling interests.

(2)	Represents current corporate income taxes payable on Distributable Earnings allocated to Carlyle Holdings I GP Inc. and estimated current Tax Receivable Agreement payments owed.

(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. Fund only, does not include co-investment.

(2)

We generally earn performance revenues (or carried interest) from our carry funds representing a 20% allocation of profits generated on third-party capital, and on 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 also include the impact of certain commitments that do not earn carried interest, but are either part of, or associated with our carry funds. The rate of carried interest, as well as the share of carried interest allocated to Carlyle, may vary across the carry fund platform. See “Non-GAAP Financial Information and Other Key Terms” for more information.

(3)	Natural Resources is comprised of NGP, infrastructure, power and international energy funds.

(4)	Includes the change in performance revenue accrual driven by positive or negative movements in portfolio valuation, incremental preferred return and fees, foreign exchange fluctuations and acquisition/divestiture activity.

(1)	Includes Mezzanine funds.

(1)	Primarily comprised of expiring dry powder, the impact of capital calls for fees and expenses and changes in gross asset value for our business development companies.

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(2)

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 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.

(3)	Remaining Fair Value generally reflects the unrealized carrying value of investments for all carry funds, related co-investment vehicles and separately managed accounts, the aggregate collateral balance of our CLOs and other securitization vehicles, and the gross asset value of our business development companies.

(4)	The In-Carry Ratio represents the percentage of Remaining Fair Value in our Corporate Private Equity, Real Assets and Global Credit carry funds, which is accruing performance revenue as of the quarter-end reporting date. This metric does not address the realization of performance revenue.

(5)	Reflects the percentage of Remaining Fair Value attributable to investments originated in Q2 2015 or prior. Investments that include follow-on tranches are fully recognized based on the date of the initial investment activity.

(1)	Acquisition activity represents Carlyle Aviation Partners (formerly Apollo Aviation Group) assets which were acquired in a transaction that closed in December 2018.

(2)	New Commitments 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.

(3)	Outflows includes distributions in our carry funds, related co-investment vehicles, separately managed accounts and the NGP Predecessor Funds, gross redemptions in our open-ended funds, and runoff of CLO collateral balances.

(4)	Market Appreciation/(Depreciation) generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and related co-investment vehicles, the NGP Predecessor Funds and separately managed accounts.

(5)	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.

(6)	Includes expiring available capital, the impact of capital calls for fees and expenses, change in gross asset value for our business development companies and other changes in AUM.

(7)	The fair market values for our Investment Solutions carry funds are based on the latest available valuations of the underlying limited partnership interests (in most cases as of March 31, 2019) as provided by their general partners, plus the net cash flows since the latest valuation, up to June 30, 2019.

(8)	Acquisition activity represents Carlyle Aviation Partners (formerly Apollo Aviation Group) assets which were acquired in a transaction that closed in December 2018.

(9)

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

(10)	Outflows represents the impact of limited partner distributions 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

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(11)	Market Appreciation/(Depreciation) 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.

(12)	Includes activity of funds with fees based on gross asset value. 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.

(13)

Energy III, Energy IV, and Renew II (collectively, the “Legacy Energy Funds”), are managed with Riverstone Holdings LLC and its affiliates. Affiliates of both Carlyle and Riverstone act as investment advisers to each of the Legacy Energy Funds. Carlyle has a minority representation on the management committees of Energy IV and Renew II. Carlyle and Riverstone each hold half of the seats on the management committee of Energy III, but the investment period for this fund has expired and the remaining investments in such fund are being disposed of in the ordinary course of business.

(1)	The data presented herein that provides “inception to date” performance results of our segments relates to the period following the formation of the first fund within each segment. For our Corporate Private Equity segment our first fund was formed in 1990. For our Real Assets segment our first fund was formed in 1997. For our Global Credit segment our first carry fund was formed in 2004.

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

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

(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. We do not present Realized/Partially Realized performance information separately for funds that are still in the investment period because of the relatively insignificant level of realizations for funds of this type. However, to the extent such funds have had realizations, they are included in the Realized/Partially Realized performance information presented for Total Corporate Private Equity and Total Real Assets.

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

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

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(8)

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

(9)	Aggregate includes the following funds: CP I, CMG, CVP I, CVP II, CUSGF III, CEVP, CETP I, CAVP I, CAVP II, CAGP III, CSABF, CPF I, Mexico, CBPF, CCI, CSSAF, and MENA.

(10)	Includes coinvestments, separately managed accounts (SMA’s) and certain other stand-alone investments arranged by us.

(11)	Aggregate, which is considered not meaningful, includes the following funds and their respective commencement dates: CAGP V (May 2016), and CBPF II (November 2017).

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

(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: CRP I, CRP II, CAREP I, CAREP II, CRCP I, CPOCP, NGP GAP, Energy I, and Renew I.

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

(16)	Aggregate includes the following funds: CMP I, CMP II, CSP I, CASCOF, SASOF II, and SASOF III.

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

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

(19)

Includes private equity and mezzanine primary fund investments, secondary fund investments and co-investments originated by the AlpInvest team, as well as real estate primary fund investments, secondary fund investments and co-investments originated by the Metropolitan Real Estate team. Main Fund line items for each strategy reflect aggregated amounts and performance for commingled funds and associated managed accounts or mandates. Excluded from the performance information shown are a) investments that were not originated by AlpInvest, and b) Direct Investments, which was spun off from AlpInvest in 2005. As of June 30, 2019, these excluded investments represent $0.2 billion of AUM at AlpInvest.

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

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

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

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

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(1)	Remaining Fair Value reflects the unrealized carrying value of investments for Corporate Private Equity, Real Assets and Global Credit carry funds and related co-investment vehicles. Significant funds with remaining fair value of greater than $100 million are listed individually.

(2)	Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by remaining investment cost.

(3)

Total MOIC represents total fair value (realized proceeds combined with remaining fair value), before management fees, expenses and carried interest, divided by cumulative invested capital. For certain funds, represents the original cost of investments net of investment-level recallable proceeds, which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC.

(4)	Represents cumulative invested capital as of the reporting period divided by total commitments. Amount can be greater than 100% due to the re-investment of recallable distributions to fund investors.

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

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

(7)	Represents the date of the first capital contribution for management fees.

(8)	Aggregate includes the following funds: CMG, CP I, CP II, CP III, CEP I, CEP II, CAP I, CAP II, CBPF, CBPF II, CJP I, CJP II, CEVP, CETP I, CETP II, CCI, CAVP I, CAVP II, CAGP III, CAGP V, Mexico, MENA, CSABF, CSSAF, CPF, CGFSP I, CVP I, CVP II, and CUSGF III. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.

(9)	Includes co-investments, prefund investments, separately managed accounts (SMA’s) and certain other stand-alone investments arranged by us. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.

(10)	Aggregate includes the following funds: CRP I, CRP II, CRCP I, CEREP I, CEREP II, CER, CAREP I, CAREP II, CCR, CPOCP, CIP, CGI, NGP GAP, Energy I, Energy II and Renew I. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.

(11)	Aggregate includes the following funds: CSP I, CSP II, CMP I, CMP II, CSC, CASCOF, SASOF II, SASOF III, and SASOF IV. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate.

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